4.04[3] Data Room IndexMASTER INDEX File
I. CONSTITUENT DOCUMENTS Number
A. Charter Documents1. Company K Certificate of Incorporation 3
2. First Amendment to Restated Certificate of Incorporation 4
3. Second Amendment to Restated Certificate of Incorporation 54. Company F Companies Charter Documentation (including Company F
Canada, Inc. updated through July 1992) 6
5. Company C Canada Limited Binder of Charter Documentation 76. Company MP Binder of Charter Documentation 8
B. Bylaws
1. Company K Bylaws 92. Bylaws for Company F Companies & Subsidiaries 10
C. Partnership Agreement
1. Second Amended and Restated Agreement of Partnership of Company F
11
II. MINUTES OF THE COMMITTEES OF COMPANY F
A. Agendas1. Advisory Committee Meeting-Agenda and Committee Book-November 5,
1992 and June 5, 1993 12
2. Steering Committee Meeting-Agenda and Committee Book-January 5,
1993 and June 5, 1993 13
B. Minutes1. Minutes of Steering Committee of Company F dated June 5, 1993 14
2. Minutes of Financial Committee of Company F dated March 5, 1992
15
3. Minutes of Special Meeting of the Steering Committee of Company F
dated January 5, 1992 16
4. Minutes of Second Advisory Committee of Company F dated June 5,
1991 17
5. Minutes of First Advisory Committee of Company F dated November
5, 1993 18III. ANNUAL REPORTS 1. 1991 First Quarter, Second Quarter, Third Quarter Reports 192. 1991 Annual Report to Shareholders 20
3. Partnership Reporting Fourth Quarter 1991 214. Company C Canada Limited Financial Statements dated December 5, 1993 22
5. LPM Inc., MP Inc. Financials dated December 5, 1993 23
6. Product Division of Company K Financial Statements for fiscal years
ended December 5, 1993 and January 5, 1993 24
IV. REGULATORY COMPLIANCE
A. Company F1. Environmental Protection Agency ("EPA") Permit Review. 25
2. Interstate Commerce Commission Permit No. AA 555555 dated March
5, 1991. 26
B. Company S
California
1. List of Environmental Permits. 272. California Air Permit. 28 3. California Permits to Operate. 294. Notice dated June 5, 1993, to the EPA, Toxic Waste Management
Division, San Francisco, CA, advising of the Company S Merger. 30 Pennsylvania
5. Notice dated June 5, 1993, to EPA Region 3, Philadelphia, PA,
advising of the Company S Merger. 31
6. Permits issued by the Pennsylvania Department of Environmental
Resources for Solid Waste, Water Quality Management, and Air Quality Control. 32
7. Letters dated June 5, 1993, to the Pennsylvania Department of
Environmental Resources, Philadelphia, PA, requesting transfer of permits. 33
C. Company M1. Company M Regulatory Compliance. 34
D. Violations 1. Company M Violations. 35
V. FINANCINGSA. Credit Agreement1. Secured Credit Facility to Company F dated December 5, 1991 in
the principal amount of $5,000,000 36
2. Amendment No. 2 dated as of April 5, 1992 to Credit Agreement
dated as of December 5, 1991 among Company F, Lenders (as defined in the Credit
Agreement) and CBank, individually and as Administrative Agent to Lenders. 37
3. Waiver Letter dated January 5, 1992 38
B. Short-Term Debt 1. Irrevocable Letter of Credit dated May 5, 1989, in the original
principal amount of $5,000,000 to BK Company, as Trustee, by MT Company (IRB
Indenture). 39
2. Guarantee by GGG of payment of GGG AC loan with MT Leasing Corp.,
dated June 5, 1989. 40
C. Long-Term Debt1. Indenture relating to Variable Rate Senior Subordinated
Debentures due February 5, 2000. 41
2. Binder for Term Loan Agreement among Company K, MT, and CBank as
Administrative Agent dated October 5, 1993. 42
3. Binder for IRBs. 434. Miscellaneous IRB documentation-California, Pennsylvania-
Leasehold 44
5. Binder for Amended and Restated Reimbursement Agreement, IRBs,
dated October 5, 1993 45
D. Intercompany IndebtednessSee notes in connection with 1991 Master Agreement (Section XIII.A,
below). 46
E. Debt Schedule
1. Company F Debt Schedule (As of 5/5/91) 47
2. Compliance Report dated March 5, 1991 with attached balance
sheets 48
3. Compliance Report dated May 5, 1991 transmitting form of
Officer's Certificate and financial statements 49
VI. CONTRACTS WITH AFFILIATES 1. Letter of Agreement dated February 5, 1989 between AC Consultants and
Company FP, Inc. 50
2. Agreement for Training dated March 5, 1993 between Safety, Inc. and
Company FP, Inc. 51
3. Maintenance Contract dated March 5, 1993 between Systems, Inc. and
Company FP, Inc. 52
4. Storage Agreement dated July 5, 1993 between SA, Inc. and Company F 53
VII. FEE OWNED PROPERTY A. Company C Properties
1. Miami, FL 542. Indianapolis, IN 553. Charlotte, NC 56
B. Company F Properties 1. Indianapolis, IN 57
2. Philadelphia, PA 58 3. Miscellaneous 59
VIII. LEASES OF REAL & PERSONAL PROPERTY
A. Real Property1. Company C Properties.
(a) Indianapolis, IN 60
(b) Toronto, Canada (2 leases) 61 (c) Company C Canada Binder of Due Diligence Documentation
delivered to SS Company, including Toronto Leases. 62
2. Company F Properties.(a) Indianapolis, IN (subleased) 63(b) San Francisco, CA 64 (c) Philadelphia, PA 65
3. Company S Properties. (a) San Francisco, CA 66
4. Company M Properties. (a) Quebec, Canada 67(b) Montreal, Canada 68
B. Leases of Personal Property1. Truck Lease dated January 5, 1992 regarding Truck based in
Atlanta, Georgia. 69
2. Computer Lease dated June 5, 1993. 70
3. Master Equipment Lease by and between DA, Inc. and Company R and
covering certain equipment set forth on the scheduled thereto. 71
4. Vehicle Lease Agreement dated March 5, 1993, by and between
Company R and TP, Inc. regarding service of vehicles. 72
5. Lease and Service Agreement dated December 5, 1989 by and between
Rental, Inc. and Company R (as successor to Company CF) regarding certain
vehicles. 73
C. Miscellaneous Equipment Leases1. Company F Products CC Company of Pennsylvania 5/5/88 74
2. Company F AC Products, Inc. 5/25/88 753. Company FP, Inc. Telephone Systems, Inc. 5/15/88 76 4. Company K Products Division Financial Services Corp. 5/25/88
(Utilization Date 8/8/91) 77
IX. LICENSE AND TECHNOLOGY AGREEMENTS A. License Agreements
1. License Agreement dated August 5, 1993 between AG Company and
Company R with respect to the standard product process. 78
2. Secrecy Agreement dated August 5, 1993 by and between Company R
and MM Corp. regarding their regular exchange of information on confidential
basis. Agreement amended by side letters dated December 25, 1993 concerning
analyzing samples only. 79
3. Technology Agreement dated March 5, 1993 between Company U and
Company R with respect to products. 80
4. Licensing Agreement for Know-How Exchange and Option Agreement
dated September 5, 1989 between SPCo., Ltd. (Korea) and Company R acting at that
moment as a division of Company G. This cross-license provides for an exchange
of know-how whereby ACO licenses know-how with respect to the Distribution
Device and Company G licenses know-how with respect to square product. As an
option, Company G has the right to evaluate the manufacturer of square product. 81
5. Cooperative Development Project and Confidential Disclosure
Agreement dated July 25, 1993 by and between Company R and The Chemical Company.
82
6. Patents licensed to Company F pursuant to that certain License
Agreement dated as of January 5, 1989 by and between Company U and The FT
Company, as amended by the Settlement Agreement between Company F and Company U
dated as of July 15, 1989. See Folder D.1. 837. Patents licensed to Company M pursuant to that certain Agreement
dated as of October 5, 1975 by and between Company U and Canada Ltd. Canada Ltd.
subsequently changed its name to Company Canada Inc. See Folder D.5. 84
8. Software License Agreement, dated March 5, 1993, between S
Company and Company F 85
B. Secrecy and Confidentiality Agreements
1. Confidentiality Agreement between Company O and Company F,
effective January 5, 1993. 86
2. Secrecy Agreement between AB Inc. and Company F, dated April 5,
1993. 87
3. Bilateral Confidentiality Agreement between Company F, Network
and Company Z, dated May 5, 1993. 88
4. Non-Disclosure Agreement dated June 25, 1993 between AL Inc. and
Company F. 89
X. SUPPLY CONTRACTS
A. Company R Supply Contracts and Understandings in Effect on October 5,
1993 And Post-1993 Company F Supply Contracts and Understandings in Excess of
$50,000/year (excluding "Commodity" Purchases)
1. Supply Agreement with MTG dated November 5, 1993. 90
2. FDCo. Long-term Contract with Company F (Expired. FDCo. advises
new contract currently being reviewed by FDCo. management and will be issued). 91
3. Sales Contract dated March 5, 1993 by and between The Chemical
Co. and Company R regarding supply of certain materials and pricing thereof. 92
4. Purchase Order Agreement dated March 5, 1993 by and between AB
Corp. and Company R regarding delivery of certain equipment. 93
5. Intrastate and Interstate Transportation Contract between Trans,
Inc., a wholly owned subsidiary of Transystem, Inc. and Company R whereby Trans
agrees to carry certain of Company R's commodities within the U.S. from time to
time at the request of Company R. 94
B. Supply Contracts, Purchase Contracts, Service Agreements in Excess of
$50,000 per year or Otherwise Deemed Material in Effect on October 5, 1993.
1. Purchase/Supply Commitment between Company F and FD Company,
Products Division, dated March 15, 1993. 95
2. Supply Agreement between Company F and Products, Inc., dated as
of January 5, 1993. 96
3. Agreement among GGG, PPP and Company F dated as of September
5, 1993 (the "Bonded Agreement"). 97
C. Company F Commitments in Effect on October 5, 19931. Purchase Order CCC-555 placed with Engineering Corporation dated
June 5, 1993 relating to 555 BF Type I A Safety Product for MA Co. 98
2. Pricing Agreement dated April 5, 1993, between Company P and
Company F. 99
XI. MATERIAL LABOR AGREEMENTS IN EFFECT ON OCTOBER 5, 1993
A. Labor Agreements1. Labor Agreement-Company S, PA Plant and Workers International
Union AFL-CIO, and its Local #555 dated February 5, 1993, as amended by the
Memorandum of Understanding between the parties dated February 5, 1991. Consent
from the union is required if Transferee wants to operate under the terms and
conditions of this agreement. 100
2. Contract by and between Company F and Textile Workers, Crafts
Division, AFL-CIO, and its Local 55 dated December 5, 1993. Consent from the
union is required if Transferee wants to operate under the terms and conditions
of this agreement. 101
B. Other Labor Agreements
1. Agreement between Local 555 U.R.W. and Company R Canada Limited
effective March 5, 1993. 102
C. Employment Contracts
1. Employment Agreement by and between A.B. Smith and Company R
dated May 5, 1993. 103
2. Employment Agreement by and between B.B. Jones and Company R
dated May 5, 1993. 104
3. Noncompete Agreement by and between W. Williams and Company F
dated July 5, 1993. 105
XII. INTANGIBLE PROPERTIES A. Trademarks, Tradenames and Fictitious Business Names1. Paper Company Assignment of Trademarks to Company F. 106
2. Company F Trademark Registration. 107 3. Company S Schedule of Trademarks and Trademark Licenses. 108
4. Company R License Agreement for limited use of the Company name
in Canada dated January 5, 1993. Company C Consent by Seller to use of the
"Company C" name in Canada by Purchaser dated January 5, 1993. Company R
Assignment by Seller to Purchaser of certain Canadian patents and trademarks
(and registration thereof). 109
5. Company K Powers of Attorney, Trademark and Patent Applications
in the following countries: 110
Belgium Korea
Switzerland
B. Patents 1. Paper Company Assignments of Patents to Company F dated October
5, 1989. 111
2. Company K List of Patents and Patent Licenses. 1123. Product Division List of Patents and Patent Applications.
113
C. Trade Secrets
1. Company MP Trade Secrets. 114
XIII. ACQUISITION DOCUMENTS A. Principal Agreements of 1991 Master Agreement1. 1991 Master Agreement dated as of November 5, 1991 (the "1991
Master Agreement") by and among Company K, Company R, Management Company and,
for certain limited purposes, Company G. 115
2. Agreement of Terms dated as of November 5, 1991 by and between
Company K and Company SB. 116
3. Arrangements with respect to the $5,000,000 Promissory Note of
Company K, dated October 5, 1993, payable to the order of Company R. 117
4. Assignment of Note by Company R to Company F, dated as of
December 5, 1993. 118
5. Note marked "CANCELLED." 1196. Wire transfer instructions for $5,000,000 in immediately
available funds. 120
B. Miscellaneous Documents Required by the 1991 Master Agreement1. Assignment of Interest and Amendment to Amended and Restated
Agreement of Partnership of Company F, dated as of December 15, 1991 by and
among Company R, Company F and Company K. 121
2. $555,000 Promissory Note of Company F, dated December 15, 1991,
payable to the order of Company S. 122
3. Termination and Release Agreement, dated as of December 15, 1991,
by and among Company K Company R and Company F (Release of the Guaranty, dated
October 5, 1993, made by Company G and Company R in favor of Company K and
Company F). 123
4. Management Services Agreement, dated as of December 15, 1991
between Company K and Company F. 124
5. Certificates as to Corporate Authorizations. 125
C. Miscellaneous Documents Related to the December 15, 1991 Closing
1. Canadian Competition Board Advance Ruling Certificate, dated
November 5, 1991. 126
2. Consent dated December 15, 1993, of Associates as lessor under a
lease dated December 5, 1989 by and between Associates and Company F. 127
D. Other Acquisition Documents1. Master Agreement dated as of July 5, 1991 between Company R and
Company K, including First and Second Amendments. 128
2. Voting Trust Agreement dated as of October 5, 1993, among The
Trust Co. as Voting Trustee and Company K and Company F2. 129
3. Collateral Trust Agreement dated as of October 5, 1993, among
Company K, Company F2, Company R, Company F and The Trust Co., as Collateral
Trustee. 130
I. EMPLOYEE BENEFITS
A. Company K Employee Benefits Plans1. Retirement Plan for Salaried Employees. 1312. Master Retirement Trust and Plans. 132 3. Employee Savings and Protection Plan. 133
B. Company FP, Inc.
1. Company K Performance Plan for FP Employees and Performance Plan
for FP Employees Trust Agreement. 134
2. Company K Retirement Plan for FP Hourly Employees (effective July
5, 1993), including the FP Inc. Hourly Employees Retirement Plan Trust. 135
3. Company K Retirement Plan for FP Salaried Employees, (effective
July 5, 1993), including FP Inc. Hourly Employees Retirement Plan Trust. 136
C. Company C
1. Company K Pension Plan for Salaried Company C Employees
(effective January 5, 1993). 137
2. Company K Pension Plan for Hourly Company C Employees (effective
January 5, 1993). 138
D. Employee Benefits Plans for Canadian Entities
1. Company F Canada, Inc.(a) Group Benefit Plan for Salaried Employees. 139(b) Group Benefit Plan (Unionized Hourly Paid Employees).
140
E. Miscellaneous
1. Administrative Services Contract between Company K and The Life
Insurance Company (effective January 5, 1993) (providing group coverage for
Company S Corporation, Company FP Inc. and Company K). 141
F. Perquisites1. Company MP perquisites. 142
G. Bonuses and Contingent Remuneration 1. Company C Canada bonuses and contingent remuneration. 143
H. Employee Policies 1. Company F Salaried Employees Handbook and Benefit Plans. 144
2. Company F Hourly Employees Handbook and Benefits Plans. 1453. Company F Termination Pay Plan. 1464. Company S Severance Pay Guidelines. 147 5. Company R Severance Pay Guidelines. 148
II. LITIGATION AND CLAIMS A. Current Litigation
1. Schedule of Litigation excerpt from Company F Registration
Statement on Form S-1 149
2. United States v. Company R et al., EDTN No. AA5-55-55 regarding
Philadelphia PA facility. 150
3. 1991 Audit Letters from legal counsel. 151
B. Other Litigation
Schedule of Litigation attachment to Legal Opinion of Attorney Firm dated
May 5, 1993. 152
1. Letter from SL Co. to The Adjustment Company, Inc. dated May 5,
1991 re: Company X v. Company Y.
2. Letter dated April 5, 1993 re: San Francisco Facility Litigation.
3. Statement of Defense, in the District Court of Ontario between:
W. Wilson and Company R Canada Limited, dated May 15, 1993.4. Statement of Claim, in the District Court of Ontario between: D.
Donaldson and Company R Canada Limited, dated May 15, 1993.
III. AUDITORS' LETTERS
A. Auditors' Letters1. Company F Partnership Reporting Fourth Quarter 1993 and 1993
Audit Report. 153
2. Representation Letters to Auditors dated December 15, 1993;
September 15, 1993 (unsigned); December 15, 1993; and December 15, 1993.
154
3. Company F December 15, 1993, Audit Report, Management Letter and
Advisory Committee Letter. 155
B. Management Letters1. Company F Management Letter dated March 5, 1993. 156
2. Company F Management Letter dated February 5, 1993. 157
IV. OTHER SIGNIFICANT INFORMATION 1. Inventory Locations 1582. Third Party Inventory Locations 1593. Schedule of Patents 160
4. Bank Accounts of Company F. 1615. Recent Federal and State Tax Returns 162 6. Schedule of Fixed Assets for Company S, Company C and Company F. 163
V. INSURANCE POLICIES A. Insurance Policies:1. Company K 164 (a) National Fire AB 555-55-55
(b) National Fire BC 555-55-55
(c) American Fire AB 555-555
(d) American Insurance 55-55555
(e) Home Insurance AB 555-55-55
2. Company R Canada Limited 165
(a) The Insurance Co. Group Policy No. A-55555
B. Losses Summaries: 1. Company C 1662. Company F 1673. Company S 168
VI. MISCELLANEOUS ACQUISITION DOCUMENTS
1. Company F/G Company Asset Purchase Agreement. 1692. Company FP, Inc. purchase of Product Operations of G Company effective
as of October 5, 1993. 170
3. Company K Acquisition of Company M. 171
VII. MISCELLANEOUS DOCUMENTS
Press Releases.1. Press Release and Articles regarding the G Co. Leveraged Buy-Out.
172
2. Press Releases regarding Company K and The Holding Co. purchase
and sale of Company C Canada. 173
3. Company K Corporate Profile Brochures for 1991, 1992, 1993.
174
Liquidation Documentation.
4. Certificate of Ownership and Merger merging Company F with and
into Company K filed with the Secretary of State of Delaware on July 5, 1993.
175
5. Assumption Agreement between Company K and Company F dated July
15, 1993. 176
Management Consulting Studies.6. Consulting Inc. Presentations. 177
VIII. QUALITY AWARDS
A. Product Quality Designations1. Philadelphia, PA(a) FD Company Product Operations Q1 Preferred Quality Award
("Q1 Award") (1988). 178
(b) FD Q1 Award (1989). 179
2. Indianapolis, IN(a) FD Q1 Evaluation Summary (July 5, 1993). 180
3. Toronto, Canada (a) MG Inc., Supplier Certification of Company R Canada
Limited (1993). 181
(b) CCC Corporation, Quality Excellence Award to Company R
(1990). 182