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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3/A
(AMENDMENT NO. 2)
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
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NORWOOD PROMOTIONAL PRODUCTS, INC.
(Name of the Issuer)
NORWOOD PROMOTIONAL PRODUCTS, INC.
FPK, LLC
FRANK P. KRASOVEC
JAMES P. GUNNING, JR.
JOHN H. JOSEPHSON
JOHN FINNELL
(Names of Persons Filing Statement)
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COMMON STOCK, NO PAR VALUE PER SHARE
(Title of Class of Securities)
669729-10-5
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(CUSIP Number of Class of Securities)
Richard J. McMahon, Esquire William R. Volk, Esquire
Blank Rome Comisky & McCauley LLP Hughes & Luce, L.L.P.
One Logan Square 111 Congress Avenue, Suite 900
Philadelphia, PA 19103 Austin, TX 78701
(215) 569-5500 (512) 482-6800
(Name, Address and Telephone Number of Persons Authorized to Receive
Notices and Communications on Behalf of Persons filing Statement)
This statement is filed in connection with (check the appropriate box):
a. [x] The filing of solicitation materials or an
information statement subject to Regulation 14A,
Regulation 14C or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
b. [ ] The filing of a registration statement under the
Securities Act of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies. [ ]
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$84,855,634 $16,971
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* For purposes of calculating fee only. The "Transaction Valuation" amount
is based upon the purchase of 4,099,306 shares of common stock, no par
value ("Common Stock"), of Norwood Promotional Products, Inc. at $20.70,
the cash price per share of Common Stock to be paid in the Merger (the
"Merger Consideration"). The payment of the filing fee, calculated in
accordance with Regulation 240.0-11 under the Securities Exchange Act of
1934, as amended, equals one-fiftieth of one percent of the value of the
Common Stock for which the Merger Consideration will be paid.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing:
Amount Previously Paid: $16,971
Form or Registration No.: Schedule 13E-3
Filing Party: Norwood Promotional Products, Inc.
Date Filed: April 29, 1998
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INTRODUCTION
This Rule 13e-3 Transaction Statement on Schedule 13E-3 is being filed
by Norwood Promotional Products, Inc., a Texas corporation (the "Company"),
FPK, LLC, a Delaware limited liability company ("LLC"), Frank P. Krasovec, the
Chairman, President and Chief Executive Officer of the Company and the sole
member and manager of LLC ("Krasovec"), James P. Gunning, Jr., Chief Financial
Officer, Treasurer and Secretary of the Company ("Gunning"), John Finnell,
Senior Vice President of Learning and Performance Enhancement of the Company
("Finnell") and John H. Josephson, a director of the Company ("Josephson"), in
connection with the proposed merger (the "Merger") of Newco, a Texas corporation
to be formed as a wholly-owned subsidiary of LLC ("Newco"), with and into the
Company pursuant to an Agreement and Plan of Merger, dated March 15, 1998, as
amended (the "Merger Agreement"), by and between the Company and LLC.
The Merger Agreement provides for the Merger of Newco with and into
the Company, with the Company being the surviving corporation (the "Surviving
Corporation"). Upon the effectiveness of the Merger (the "Effective Time"),
each share of common stock, no par value per share, of the Company (the "Common
Stock"), issued and outstanding immediately prior to the Effective Time (other
than shares held by the Company or any of its subsidiaries as treasury stock,
shares held by the members of the Buyout Group (as defined in the Proxy
Statement as defined below) and shares held by dissenting shareholders who have
validly exercised and perfected their dissenters' rights under Texas law) will
be converted into the right to receive $20.70 in cash, without interest,
subject to applicable back-up withholding of taxes (the "Merger
Consideration"). Each share of common stock of Newco issued and outstanding
immediately prior to the Effective Time will automatically be cancelled.
This Schedule 13E-3 is being filed with the Securities and Exchange
Commission concurrently with a definitive proxy statement filed by the Company
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(the "Proxy Statement"). A copy of the Proxy Statement is attached hereto as
Exhibit (d)(1). The following cross reference sheet is being supplied pursuant
to General Instruction F to Schedule 13E-3 and shows the location in the Proxy
Statement of the information required to be included in this Schedule 13E-3. The
information contained in the Proxy Statement, including all the exhibits
thereto, is expressly incorporated herein by reference and the responses to each
item are qualified in their entirety by reference to the information contained
in the Proxy Statement and the exhibits thereto. Capitalized terms used herein
and not otherwise defined herein shall have the meanings ascribed to such terms
in the Proxy Statement.
ITEM NUMBER AND CAPTION
IN SCHEDULE 13E-3 LOCATION IN THE PROXY STATEMENT
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1. ISSUER AND CLASS OF SECURITY
SUBJECT TO THE TRANSACTION
(a) "The Parties"
(b) "Summary" and "Market Information"
(c) "Market Information"
(d) "Market Information"
(e) "Market Information"
(f) "Purchases of Common Stock By and Other
Transactions With Certain Persons"
2. IDENTITY AND BACKGROUND "The Parties"
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ITEM NUMBER AND CAPTION
IN SCHEDULE 13E-3 LOCATION IN THE PROXY STATEMENT
- ---------------------------------- -----------------------------------------
3. PAST CONTACTS, TRANSACTIONS
OR NEGOTIATIONS
(a) (1) Not Applicable
(a) (2) "Special Factors -- Background of the Merger"
"Special Factors -- Purpose of and Reasons
for the Merger; Certain Effects of the
Merger" and "The Merger Agreement"
(b) "Special Factors -- Background of the Merger"
4. TERMS OF THE TRANSACTION
(a) "Summary;" "Special Factors -- Purpose of and
Reasons for the Merger; Certain Effects of the
Merger" and "The Merger Agreement"
(b) "Summary;" "Special Factors -- Purpose of and
Reasons for the Merger; Certain Effects of the
Merger;" and "The Merger Agreement"
5. PLANS OR PROPOSALS OF THE
ISSUER OR AFFILIATE
(a)-(g) "Special Factors -- Purpose of and Reasons for the
Merger; Certain Effects of the Merger;" and
"Special Factors -- Future Plans of the Company"
6. SOURCE AND AMOUNTS OF FUNDS
OR OTHER CONSIDERATION
(a)-(c) "Summary;" "Special Factors -- Estimated Fees and
Expenses; Sources of Funds" and "Special Factors --
Expenses"
(d) Not Applicable
7. PURPOSE(S), ALTERNATIVES,
REASONS AND EFFECTS
(a)-(c) "Special Factors -- Background of the Merger" and
"Special Factors -- Purpose of and Reasons for the
Merger; Certain Effects of the Merger"
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ITEM NUMBER AND CAPTION
IN SCHEDULE 13E-3 LOCATION IN THE PROXY STATEMENT
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(d) "Special Factors -- Purpose of and Reasons for the
Merger; Certain Effects of the Merger;" "Special
Factors -- Conflicts of Interest;" "Special Factors
-- Future Plans of the Company;" "The Merger
Agreement -- Material U.S. Federal Income Tax
Consequences of the Merger;" "The Merger Agreement --
Accounting Treatment of the Merger" and Appendix A
(the Merger Agreement)
8. FAIRNESS OF THE TRANSACTION
(a)-(e) "The Meeting -- Required Vote;" "Special Factors --
Background of the Merger;" "Special Factors --
Purpose of and Reasons for the Merger; Certain
Effects of the Merger;" "Special Factors --
Determination of Fairness of the Merger by the
Special Committee and the Board of Directors;"
"Special Factors -- Opinion of the Special
Committee's Financial Advisor;" "Special Factors --
Position of Krasovec, Gunning, Josephson and Finnell as to
Fairness;" "Special Factors --Materials Prepared by
Krasovec's Advisor;" "Special Factors -- Certain
Projections;" and "Special Factors -- Conflicts of
Interest "
(f) Not Applicable
9. REPORTS, OPINIONS, APPRAISALS
AND CERTAIN NEGOTIATIONS
(a)-(c) "Special Factors -- Background of the Merger;"
"Special Factors -- Determination of Fairness of the
Merger by the Special Independent Committee and the
Board of Directors;" "Special Factors -- Opinion of
the Special Committee's Financial Advisor;" "Special
Factors -- Position of Krasovec, Gunning, Josephson and
Finnell as to Fairness;" "Special Factors --
Material Prepared by Krasovec's Advisor;" "Special
Factors -- Certain Projections;" "Special Factors --
Estimated Fees and Expenses; Sources of Funds" and
Appendix B (J.C. Bradford Opinion)
10. INTEREST IN SECURITIES OF THE
ISSUER
(a) "Security Ownership of Certain Beneficial Owners
and Management"
(b) "Purchases of Common Stock by and Other
Transactions with Certain Persons"
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ITEM NUMBER AND CAPTION
IN SCHEDULE 13E-3 LOCATION IN THE PROXY STATEMENT
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11. CONTRACTS, ARRANGEMENTS OR "Summary;" "The Meeting -- Voting Rights;" "The
UNDERSTANDINGS WITH RESPECT Meeting -- Required Vote; "Special Factors --
TO THE ISSUER'S SECURITIES Background of the Merger;" "The Merger Agreement --
Conversion of Securities in the Merger; Treatment
of Derivatives;" "The Merger Agreement -- Payment
for and Surrender of Company Common Shares" and
"Security Ownership of Certain Beneficial Owners
and Management"
12. PRESENT INTENTION AND
RECOMMENDATION OF CERTAIN
PERSONS WITH REGARD TO THE
TRANSACTION
(a)-(b) "Summary;" "The Meeting -- Required Vote;"
"Special Factors -- Determination of Fairness of the
Merger by the Special Independent Committee and the
Board of Directors" and "Special Factors -- Position
of Krasovec, Gunning, Josephson and Finnell as to Fairness"
13. OTHER PROVISIONS OF THE
TRANSACTION
(a) "Summary" and "Special Factors -- Rights of
Dissenting Shareholders"
(b) Not Applicable
(c) Not Applicable
14. FINANCIAL INFORMATION
(a) "Selected Financial Data"
(b) Not Applicable
15. PERSONS AND ASSETS EMPLOYED,
RETAINED OR UTILIZED
(a) "Special Factors -- Future Plans of the Company;"
and "Special Factors -- Estimated Fees and
Expenses; Sources of Funds"
(b) Not Applicable
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ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) The information set forth in "The Parties" in the Proxy
Statement is hereby incorporated herein by reference.
(b) The information set forth in "Summary" and "Market
Information" in the Proxy Statement is hereby incorporated herein by reference.
(c) The information set forth in "Market Information" in the Proxy
Statement is hereby incorporated herein by reference.
(d) The information set forth in "Market Information" in the Proxy
Statement is hereby incorporated herein by reference.
(e) The information set forth in "Market Information" in the Proxy
Statement is hereby incorporated herein by reference.
(f) The information set forth in "Purchases of Common Stock By and
Other Transactions With Certain Persons" in the Proxy Statement is hereby
incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d) and (g) This Statement is being filed by the Company, LLC,
Krasovec, Gunning, Finnell and Josephson. The Company is the issuer of the
Common Stock which is the subject of the Rule 13e-3 transaction. The
information set forth in "The Parties" in the Proxy Statement is hereby
incorporated herein by reference.
The following is certain information regarding Krasovec, Gunning,
Finnell and Josephson, each an affiliate of the Company:
Frank P. Krasovec, a United States citizen, is the Chairman, President
and Chief Executive Officer of the Company and beneficially owns 660,917 shares
of Common Stock of the Company. Krasovec is also the sole member and manager of
LLC. His business address is c/o the Company, 106 E. Sixth Street, Suite 300,
Austin, Texas 78701.
James P. Gunning, Jr., a United States citizen, is the Chief Financial
Officer, Treasurer and Secretary of the Company and beneficially owns 500 shares
of Common Stock of the Company. His business address is c/o the Company 106 E.
Sixth Street, Suite 300, Austin, Texas 78701.
John Finnell, a United States citizen, is the Senior Vice President of
Learning and Performance Enhancement of the Company and beneficially owns
206,553 shares of Common Stock of the Company. His business address is c/o the
Company, 106 E. Sixth Street, Suite 300, Austin, Texas 78701.
John H. Josephson, a United States Citizen, has served as a director
of the Company since June 1993 and has been employed by Allen & Company
Incorporated ("Allen") since August 1987 and has been a Director of that firm
since February 1995. Allen has been retained by Krasovec as one of his financial
advisors to provide financial advice in connection with the proposed Merger.
Josephson beneficially owns 29,228 shares of Common Stock of the Company. His
business address is Allen & Company Incorporated, 711 Fifth Avenue, New York,
New York 10022.
(e)-(f) During the last five years, none of the Company, LLC, Krasovec,
Gunning, Finnell or Josephson nor, to the best of their knowledge, any of the
other officers or directors of the Company or LLC has been convicted in a
criminal proceeding or has been party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining further
violations of, or prohibiting activities, subject to, federal or state
securities laws or finding any violation of such laws.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a)(1) Not Applicable.
(a)(2) The information set forth in "Special Factors -- Background of
the Merger;" "Special Factors -- Purpose of and Reasons for the Merger; Certain
Effects of the Merger" and "The Merger Agreement" in the Proxy Statement is
hereby incorporated herein by reference.
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(b) The information set forth in "Special Factors -- Background of
the Merger" in the Proxy Statement is hereby incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in "Summary;" "Special Factors --
Purpose of and Reasons for the Merger; Certain Effects of the Merger" and "The
Merger Agreement" in the Proxy Statement is hereby incorporated herein by
reference.
(b) The information set forth in "Summary;" "Special Factors --
Purpose of and Reasons for the Merger; Certain Effects of the Merger" and "The
Merger Agreement" in the Proxy Statement is hereby incorporated herein by
reference.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a)-(g) The information set forth in "Special Factors -- Purpose of
and Reasons for the Merger; Certain Effects of the Merger" and "Special Factors
- -- Future Plans of the Company" in the Proxy Statement is hereby incorporated
herein by reference.
ITEM 6. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
(a)-(c) The information set forth in "Summary;" "Special Factors --
Estimated Fees and Expenses; Sources of Funds" and "Special Factors --
Expenses" in the Proxy Statement is hereby incorporated herein by reference.
(d) Not Applicable.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a)-(c) The information set forth in "Special Factors -- Background of
the Merger" and "Special Factors -- Purpose of and Reasons for the Merger;
Certain Effects of the Merger" in the Proxy Statement is hereby incorporated
herein by reference.
(d) The information set forth in "Special Factors -- Purpose of
and Reasons for the Merger; Certain Effects of the Merger;" "Special Factors --
Conflicts of Interest;" "Special Factors -- Future Plans of the Company;" "The
Merger Agreement -- Material U.S. Federal Income Tax Consequences of the
Merger;" "The Merger Agreement -- Accounting Treatment of the Merger" and
Appendix A (the Merger Agreement) in the Proxy Statement is hereby incorporated
herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a)-(e) The information set forth in "The Meeting -- Required Vote;"
"Special Factors -- Background of the Merger;" "Special Factors -- Purpose of
and Reasons for the Merger; Certain Effects of the Merger;" "Special Factors --
Determination of Fairness of the Merger by the Special Committee and the Board
of Directors;" "Special Factors -- Opinion of the Special Committee's Financial
Advisor;" "Special Factors -- Position of Krasovec, Gunning, Josephson and
Finnell as to Fairness;" "Special Factors -- Material Prepared by Krasovec's
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Advisor;" "Special Factors -- Certain Projections" and "Special Factors --
Conflicts of Interest" in the Proxy Statement is hereby incorporated herein by
reference.
(f) Not Applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a)-(b) The information set forth in "Special Factors -- Background of
the Merger;" "Special Factors -- Determination of Fairness of the Merger by the
Special Committee and the Board of Directors;" "Special Factors -- Opinion of
the Special Committee's Financial Advisor;" "Special Factors -- Position of
Krasovec, Gunning, Josephson and Finnell as to Fairness;" "Special Factors --
Material Prepared by Krasovec's Advisor;" "Special Factors -- Certain
Projections;" "Special Factors -- Estimated Fees and Expenses; Sources of
Funds" and Appendix B (J.C. Bradford Opinion) in the Proxy Statement is hereby
incorporated herein by reference.
(c) The Opinion of J.C. Bradford, financial advisor to the Special
Committee, is included in the information to be circulated to Shareholders and
shall also be made available for inspection and copying at the principal
executive offices of the Company during its regular business hours by any
interested Shareholder of the Company or his or its representative who has been
designated in writing. At the written request of such Shareholder, a copy of
such opinion will be sent, at the Shareholder's expense, to such Shareholder or
his or its representative. The information set forth in Exhibit (b)(2), (b)(3),
b(4) and (b)(5) to this Statement will be made available for inspection and
copying at the principal executive offices of the Company by any interested
Shareholder of the Company or his or its representative who has been designated
in writing. At the written request of such a Shareholder, a copy of each such
Exhibit will be sent, at the Shareholder's expense, to such Shareholder or his
or its representatives.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a) The information set forth in "Security Ownership of Certain
Beneficial Owners and Management" in the Proxy Statement is hereby incorporated
herein by reference.
(b) The information set forth in "Purchases of Common Stock by and
Other Transactions with Certain Persons" in the Proxy Statement is hereby
incorporated herein by reference.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE
ISSUER'S SECURITIES.
The information set forth in "Summary;" The Meeting -- Voting Rights;"
"The Meeting -- Required Vote;" "Special Factors -- Background of the Merger;"
"The Merger Agreement -- Conversion of Securities in the Merger; Treatment of
Derivatives;" "The Merger Agreement -- Payment for and Surrender of Company
Common Shares" and "Security Ownership of Certain Beneficial Owners and
Management" in the Proxy Statement is hereby incorporated herein by reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH
REGARD TO THE TRANSACTION.
(a)-(b) The information set forth in "Summary;" The Meeting --
Required Vote;" "Special Factors -- Determination of Fairness of the Merger by
the Special Committee and the Board of Directors" and
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"Special Factors -- Position of Krasovec, Gunning, Josephson and Finnell as to
Fairness" in the Proxy Statement is hereby incorporated herein by reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) The information set forth in "Summary" and "Special Factors --
Rights of Dissenting Shareholders" in the Proxy Statement is hereby
incorporated by reference.
(b) Not Applicable.
(c) Not Applicable.
ITEM 14. FINANCIAL INFORMATION.
(a) The information set forth in "Selected Financial Data" in the
Proxy Statement is hereby incorporated herein by reference.
(b) Not applicable.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) The information set forth in "Special Factors -- Future Plans
of the Company" and "Estimated Fees and Expenses; Sources of Funds" in the
Proxy Statement is hereby incorporated herein by reference.
(b) Not applicable.
ITEM 16. ADDITIONAL INFORMATION.
The information set forth in the Proxy Statement and the Appendices
thereto is incorporated herein by reference in its entirety.
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ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
99.(a)(1)(A) Commitment Letter dated March 15, 1998 by and between
FPK, LLC, Merrill Lynch Capital Corporation,
NationsBank, N.A. and NationsBanc Montgomery
Securities, LLC.
99.(a)(2)(A) Term Sheet regarding Bank Facilities.
99.(a)(3)(A) Highly Confident Letter dated March 15, 1998 by and
between FPK, LLC and Merrill Lynch, Pierce, Fenner &
Smith Incorporated.
99.(a)(4)(A) Commitment Letter dated March 14, 1998 by and between
FPK, LLC and Ares Leveraged Investment Fund, L.P.
99.(a)(5)(A) Term Sheet regarding Preferred Stock.
99.(b)(1)(B) Opinion of J.C. Bradford, financial advisor to the
Special Independent Committee of the Board of
Directors of the Company.
99.(b)(2)(C) Written materials prepared by J.C. Bradford for the
Special Independent Committee of the Board of
Directors dated March 7, 1998.
99.(b)(3)(C) Preliminary written materials prepared by J.C. Bradford for
the Special Independent Committee of the Board of Directors
dated February 26, 1998.
99.(b)(4)(C) Written materials prepared by Merrill Lynch for Frank P.
Krasovec dated November 14, 1997.
99.(b)(5)(C) Written materials prepared by Merrill Lynch for Frank P.
Krosevec dated December 5, 1997.
99.(c)(1)(B) Agreement and Plan of Merger, dated as of March 15,
1998, by and between the Company and FPK, LLC.
99.(d)(1) Definitive Proxy Statement.
99.(d)(2)(B) Notice of Special Meeting of Shareholders of the
Company.
99.(d)(3)(B) Letter to Shareholders from James P. Gunning, Jr.,
Secretary of the Company.
99.(d)(4)(B) Proxy Card.
99.(e)(B) Text of Articles 5.12 and 5.13 of the Texas Business
Corporation Act.
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(A) Incorporated by reference from Schedule 13D filed March 25,
1998.
(B) Incorporated by reference from the Proxy Statement, a copy of
which is attached hereto as Exhibit (d)(1).
(C) Previously filed with Amendment No. 1 to the Schedule 13E-3 on
June 24, 1998.
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SIGNATURE
After due inquiry and to the best of the undersigned's knowledge, each
of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
NORWOOD PROMOTIONAL PRODUCTS, INC.
By: /s/ FRANK P. KRASOVEC
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Frank P. Krasovec
Chairman, President and Chief
Executive Officer
FPK, LLC
By: /s/ FRANK P. KRASOVEC
-------------------------------------
Frank P. Krasovec
President
/s/ FRANK P. KRASOVEC
------------------------------------------
FRANK P. KRASOVEC
/s/ JOHN H. JOSEPHSON
------------------------------------------
JOHN H. JOSEPHSON
/s/ JAMES P. GUNNING, JR.
------------------------------------------
JAMES P. GUNNING, JR.
/s/ JOHN FINNELL
------------------------------------------
JOHN FINNELL
Dated: July 22, 1998
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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99.(a)(1)(A) Commitment Letter dated March 15, 1998 by and between
FPK, LLC, Merrill Lynch Capital Corporation,
NationsBank, N.A. and NationsBanc Montgomery
Securities, LLC.
99.(a)(2)(A) Term Sheet regarding Bank Facilities.
99.(a)(3)(A) Highly Confident Letter dated March 15, 1998 by and
between FPK, LLC and Merrill Lynch, Pierce, Fenner &
Smith Incorporated.
99.(a)(4)(A) Commitment Letter dated March 14, 1998 by and between
FPK, LLC and Ares Leveraged Investment Fund, L.P.
99.(a)(5)(A) Term Sheet regarding Preferred Stock.
99.(b)(1)(B) Opinion of J.C. Bradford, financial advisor to the
Special Independent Committee of the Board of
Directors of the Company.
99.(b)(2)(C) Written materials prepared by J.C. Bradford for the
Special Independent Committee of the Board of
Directors dated March 7, 1998.
99.(b)(3)(C) Preliminary written materials prepared by J.C. Bradford for
the Special Independent Committee of the Board of Directors
dated February 26, 1998.
99.(b)(4)(C) Written materials prepared by Merrill Lynch for Frank P.
Krasovec dated November 14, 1997.
99.(b)(5)(C) Written materials prepared by Merrill Lynch for Frank P.
Krosevec dated December 5, 1997.
99.(c)(1)(B) Agreement and Plan of Merger, dated as of March 15,
1998, by and between the Company and FPK, LLC.
99.(d)(1) Definitive Proxy Statement.
99.(d)(2)(B) Notice of Special Meeting of Shareholders of the
Company.
99.(d)(3)(B) Letter to Shareholders from James P. Gunning, Jr.,
Secretary of the Company.
99.(d)(4)(B) Proxy Card.
99.(e)(B) Text of Articles 5.12 and 5.13 of the Texas Business
Corporation Act.
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(A) Incorporated by reference from Schedule 13D filed March 25,
1998.
(B) Incorporated by reference from the Proxy Statement, a copy of
which is attached hereto as Exhibit (d)(1).
(C) Previously filed with Amendment No. 1 to Schedule 13E-3 on
June 24, 1998.