-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KfldoUNkaPb3yIBW00TTYYm5PQ1qM03HYVA0VIIMF785g9lTC6DxpA6+wxM/qgN5 ELGIesSLCJD/TetTrfRj/w== 0000927946-99-000087.txt : 19990624 0000927946-99-000087.hdr.sgml : 19990624 ACCESSION NUMBER: 0000927946-99-000087 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19990528 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REINHOLD INDUSTRIES INC/DE/ CENTRAL INDEX KEY: 0000862255 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT PART & AUXILIARY EQUIPMENT, NEC [3728] IRS NUMBER: 132596288 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-41315 FILM NUMBER: 99637842 BUSINESS ADDRESS: STREET 1: 12827 EAST IMPERIAL HWY CITY: SANTA FE SPRINGS STATE: CA ZIP: 90670-4713 BUSINESS PHONE: 310-944-32 MAIL ADDRESS: STREET 1: 12827 EAST IMPERIAL HWY CITY: SANTA FE SPRINGS STATE: CA ZIP: 90670 FORMER COMPANY: FORMER CONFORMED NAME: KEENE CORP /DE/ DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MASSACHUSETTS MUTUAL LIFE INSURANCE CO CENTRAL INDEX KEY: 0000225602 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 041590850 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1295 STATE ST B050 CITY: SPRINGFIELD STATE: MA ZIP: 01111 BUSINESS PHONE: 4137448411 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 REINHOLD INDUSTRIES, INC. (formerly Keene Corporation) (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title or Class of Securities) 75935A109 (CUSIP Number) Matthew C. Hook HAMMOND KENNEDY WHITNEY & COMPANY, INC. 8888 Keystone Crossing Suite 690 Indianapolis, Indiana 46240 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) With Copies to: Stephen J. Hackman ICE MILLER DONADIO & RYAN One American Square Box 82001 Indianapolis, Indiana 46282-0002 May 18, 1999 Date of Event Which Requires Filing of this Statement If the filing person has previously filed on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. CUSIP NO. 75935A109 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Reinhold Enterprises, Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS N/A 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Indiana, U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER None 8. SHARED VOTING POWER None 9. SOLE DISPOSITIVE POWER None 10. SHARED DISPOSITIVE POWER None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0% 14. TYPE OF REPORTING PERSON CO CUSIP NO. 75935A109 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Massachusetts Mutual Life Insurance Company I.R.S. Identification No: 04-1590850 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Commonwealth of Massachusetts, U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 314,205 8. SHARED VOTING POWER 433,901 9. SOLE DISPOSITIVE POWER 314,205 10. SHARED DISPOSITIVE POWER 433,901 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 748,106 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 37.42% 14. TYPE OF REPORTING PERSON IC CUSIP NO. 75935A109 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON MassMutual High Yield Partners II LLC I.R.S. Identification No: 04-3325219 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 314,204 8. SHARED VOTING POWER None 9. SOLE DISPOSITIVE POWER 314,204 10. SHARED DISPOSITIVE POWER None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 314,204 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 15.72% 14. TYPE OF REPORTING PERSON OO CUSIP NO. 75935A109 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON MassMutual Corporate Value Partners Limited 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 119,697 8. SHARED VOTING POWER None 9. SOLE DISPOSITIVE POWER 119,697 10. SHARED DISPOSITIVE POWER None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 119,697 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 5.99% 14. TYPE OF REPORTING PERSON OO CUSIP NO. 75935A109 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Andrew McNally, IV 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 61,336 8. SHARED VOTING POWER None 9. SOLE DISPOSITIVE POWER 61,336 10. SHARED DISPOSITIVE POWER None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 61,336 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 3.07% 14. TYPE OF REPORTING PERSON IN CUSIP NO. 75935A109 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ward S. McNally 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 10,869 8. SHARED VOTING POWER None 9. SOLE DISPOSITIVE POWER 10,869 10. SHARED DISPOSITIVE POWER None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,869 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.54% 14. TYPE OF REPORTING PERSON IN CUSIP NO. 75935A109 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Andrew Management IV, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 46,737 8. SHARED VOTING POWER None 9. SOLE DISPOSITIVE POWER 46,737 10. SHARED DISPOSITIVE POWER None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 46,737 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 2.34% 14. TYPE OF REPORTING PERSON PN CUSIP NO. 75935A109 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BJR Management, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 23,368 8. SHARED VOTING POWER None 9. SOLE DISPOSITIVE POWER 23,368 10. SHARED DISPOSITIVE POWER None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,368 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 1.17% 14. TYPE OF REPORTING PERSON PN CUSIP NO. 75935A109 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ECM Management, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 23,368 8. SHARED VOTING POWER None 9. SOLE DISPOSITIVE POWER 23,368 10. SHARED DISPOSITIVE POWER None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,368 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 1.17% 14. TYPE OF REPORTING PERSON PN CUSIP NO. 75935A109 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Glenn Scolnik 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 43,476 8. SHARED VOTING POWER None 9. SOLE DISPOSITIVE POWER 43,476 10. SHARED DISPOSITIVE POWER None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 43,476 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 2.17% 14. TYPE OF REPORTING PERSON IN CUSIP NO. 75935A109 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ralph R. Whitney, Jr. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 45,476 8. SHARED VOTING POWER None 9. SOLE DISPOSITIVE POWER 45,476 10. SHARED DISPOSITIVE POWER None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 45,476 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 2.27% 14. TYPE OF REPORTING PERSON IN CUSIP NO. 75935A109 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Forrest E. Crisman, Jr. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 43,476 8. SHARED VOTING POWER None 9. SOLE DISPOSITIVE POWER 43,476 10. SHARED DISPOSITIVE POWER None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 43,476 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 2.17% 14. TYPE OF REPORTING PERSON IN SCHEDULE 13D Item 1. Security and Issuer. This Schedule 13D relates to the Class A Common Stock (the "Class A Common Stock") of Reinhold Industries, Inc., a Delaware corporation ("Reinhold"), with principal executive offices at 12827 Imperial Highway, Santa Fe Springs, California 90670-4713. Item 2. Identity and Background. (a) - (c), (f) This Schedule 13D is being filed by the individuals and entities identified as a Reporting Person on Schedule 1 hereto (the "Reporting Persons"), which Schedule is incorporated by reference herein. Schedule 1 also sets forth the following information for each Reporting Person and for each director, executive officer and controlling person of such Reporting Person, where applicable: name; business address; principal business (for entities); present principal occupation or employment and the name, principal business and address of any company or organization in which such employment is carried on (for individuals); and citizenship or state or other place of organization. (d) - (e) During the last five years, none of the Reporting Person nor any of the persons named on the attached Schedule 1 has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The Reporting Persons have entered into an Agreement, a copy of which is attached hereto as Exhibit A and incorporated herein by reference, stating that this Schedule and any amendments hereto filed by any Reporting Person shall be deemed to be filed by all Reporting Persons. However, neither the filing of this Schedule nor any such amendment shall be deemed to be an admission that the Reporting Persons comprise a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, or the regulations promulgated thereunder, and each Reporting Person expressly disclaims the existence of such a group. Item 3. Sources and Amount of Funds or Other Consideration. On May 21, 1999, each Reporting Person (other than Reinhold Enterprises, Inc.) purchased all of the shares reported as owned by it under Item 5 from Keene Creditors Trust (the "Trust") at an aggregate price of $ 8,977,275 (equal to $9.00 per share of Common Stock) pursuant to a Stock Purchase Agreement dated May 18, 1999, between Reinhold Enterprises, Inc. and the Trust (the "Stock Purchase Agreement"), except that Ralph R. Whitney, Jr. previously owned 2,000 of the shares reported as owned by him. The purchases were consummated using personal funds of the Reporting Persons. As part of the consideration for the shares, each Reporting Person agreed to make an additional payment to the Trust in an amount equal to the Reporting Person's pro rata share of the product of (a) the amount, if any, by which $11.50 exceeds the average trading price of one share of Class A Common Stock over the 20 trading days ending on May 21, 2002, multiplied by (b) 22,525. Item 4. Purposes of Transaction. The shares reported were acquired in connection with the transaction described in Item 3 and are held for investment purposes. Pursuant to the Stock Purchase Agreement and as a condition to the closing of the sale of the shares, Lawrence H. Diamond and Robert B. Steinberg, the members of the Board of Directors of Reinhold elected by the Trust (as the sole holder of Class B Common Stock), resigned as directors of Reinhold. It is contemplated that on or after May 29, 1999, Ralph R. Whitney, Jr. and Andrew McNally IV will be appointed by the remaining director, Michael T. Furry, as successor directors, following which the Board of Directors of Reinhold will consist of: Michael T. Furry, Ralph R. Whitney, Jr., and Andrew McNally IV. Messrs. Whitney and McNally intend to discuss with management a proposal to amend Reinhold's Certificate of Incorporation to increase the number of directors of Reinhold. The increased number of directors and the identities of the persons who may be nominated for the newly-created positions have not been determined. Except as described herein, no Reporting Person has any present plans or proposals which may relate to or would result in (a) the acquisition or disposition of additional securities of Reinhold; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Reinhold or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of Reinhold or any of its subsidiaries; (d) any change in the present Board of Directors or management of Reinhold, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of Reinhold; (f) any other material change in Reinhold's business or corporate structure; (g) changes in Reinhold's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of Reinhold by any person; (h) causing a class of securities of Reinhold to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of Reinhold becoming eligible for termination of a registration pursuant to section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. (a) - (b) The following table sets forth the aggregate number and percentage of Shares of Class A Common Stock beneficially owned by each Reporting Person. Except as noted below, each Reporting Person has sole voting and investment power with respect to the shares indicated.
Number of Stockholder Shares Purchased Percentage of Class - ----------- ---------------- ------------------- Massachusetts Mutual Life Insurance 748,106(1) 37.42 Company MassMutual High Yield Partners II LLC 314,204 15.72 MassMutual Corporate Value Partners 119,697 5.99 Limited Andrew McNally, IV 61,336(2) 3.07 Ward S. McNally 10,869 0.54 Andrew Management IV, L.P. 46,737 2.34 BJR Management, L.P. 23,368 1.17 ECM Management, L.P. 23,368 1.17 Glenn Scolnik 43,476 2.17 Ralph R. Whitney, Jr. 45,476 2.27 Forrest E. Crisman, Jr. 43,476 2.17 ------- TOTAL 999,475 ======= (1) Includes shares reportedly separately herein as owned by MassMutual High Yield Partners II LLC and MassMutual Corporate Value Partners Limited as to which Massachusetts Mutual Life Insurance Company ("MMLIC") shares voting and investment power and disclaims beneficial ownership. MMLIC provides investment advice to MassMutual High Yield Partners II LP and MassMutual Corporate Value Partners Limited. (2) Includes shares owned by Andrew Management IV, L.P. of which Mr. McNally is the general partner and has sole voting and investment power.
(c) Except as described herein, during the last 60 days none of the Reporting Persons and to the knowledge of the Reporting Persons no other person named on the attached Schedule 1 has effected any transaction regarding the Class A Common Stock. (d) Not Applicable (e) Not Applicable Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The Reporting Persons entered into a Stockholders Agreement dated May 21, 1999 (the "Stockholders Agreement"). The Stockholders Agreement contains certain agreements among the Reporting Persons with respect to transfer of the common stock of the Company purchased by the Reporting Persons from the Trust. The Stockholders Agreement provides that, except in certain circumstances set forth in the agreement, none of the Reporting Persons will sell or otherwise transfer any such common stock without first offering to sell all the shares on the same terms to the other Reporting Persons. Other than in certain circumstances set forth in the Stockholders Agreement, each Reporting Person also has an option to participate on a pro rata basis in any sale of common stock by any other Reporting Person. Finally, the Stockholders Agreement provides that, notwithstanding any other provision contained in the agreement, on or before the third anniversary of the date of the agreement, no Reporting Person will (i) acquire any additional shares of common stock of the Company (other than by distributions to all stockholders of the Company pro rata) or (ii) transfer or otherwise dispose of any common stock if the disposition would trigger the net operating loss limitations of Internal Revenue Code Section 382. Item 7. Material to be Filed as Exhibits. Exhibit A: Agreement regarding filing of Schedule 13D and amendments. Exhibit B: Stock Purchase Agreement dated May 18, 1999 between Reinhold Enterprises Inc. and Keene Creditors Trust. Exhibit C: Form of Qualified Designee Assignment and Assumption Agreement dated May 21, 1999 between Reinhold Enterprises Inc. and the Reporting Persons. Exhibit D: Stockholders Agreement dated May 21, 1999 among the Reporting Persons. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. /s/ Andrew McNally, IV Date: May 20 , 1999 ------------------------------------ -------- Andrew McNally, IV /s/ Ward McNally Date: May 27 , 1999 ------------------------------------ -------- Ward S. McNally Andrew Management IV, L.P. /s/ Andrew McNally IV Date: May 20 , 1999 ------------------------------------ -------- General Partner BJR Management, L.P. /s/ Betsy M. Ravenel Date: May 20 , 1999 ------------------------------------ -------- General Partner ECM Management, L.P. /s/ Edward C. McNally Date: May 20 , 1999 ------------------------------------ -------- General Partner /s/ Glenn Scolnik Date: May 27 , 1999 ------------------------------------ -------- Glenn Scolnik /s/ Ralph R. Whitney, Jr. Date: May 27 , 1999 ------------------------------------ -------- Ralph R. Whitney, Jr. /s/ Forrest E. Crisman, Jr. Date: May 27 , 1999 ------------------------------------ -------- Forrest E. Crisman, Jr. Massachusetts Mutual Life Insurance Company /s/ Richard C. Morrison Date: May 20 , 1999 ------------------------------------ -------- Richard C. Morrison, Managing Director MassMutual High Yield Partners II LLC By: HYP Management, Inc. as Managing Member /s/ Richard C. Morrison Date: May 20 , 1999 ------------------------------------ -------- Richard C. Morrison, Vice President MassMutual Corporate Value Partners Limited By: Massachusetts Mutual Life Insurance Company, its Investment Advisor /s/ Richard C. Morrison Date: May 20 , 1999 ------------------------------------ -------- Richard C. Morrison, Managing Director Reinhold Enterprises, Inc. /s/ Matthew C. Hook Date: May 27 , 1999 ------------------------------------ -------- Matthew C. Hook, President
SCHEDULE 1 PRINCIPAL BUSINESS/ PRINCIPAL OCCUPATION NAME BUSINESS ADDRESS OR EMPLOYMENT CITIZENSHIP *The following persons are Reporting Persons Reinhold Enterprises, Inc. 8888 Keystone Crossing, Suite 690 Holding Company Indiana, U.S.A. Indianapolis, IN 46240 Massachusetts Mutual Life 1295 State Street Life Insurance Company Commonwealth of Insurance Company Springfield, MA 01111 Massachusetts, U.S.A. MassMutual High Yield Partners 1295 State Street Unregistered Investment Delaware, II LLC Springfield, MA 01111 Company U.S.A. MassMutual Corporate Value 1295 State Street Unregistered Investment Cayman Islands Partners Limited Springfield, MA 01111 Company Andrew McNally IV Hammond, Kennedy, Whitney & Managing Director, Hammond U.S.A Company, Inc. Kennedy, Whitney & Company, 333 N. Michigan Ave., #501 Inc. ("HKW") (private Chicago, IL 60601 investment firm) Ward S. McNally Hammond, Kennedy, Whitney & Managing Director, HKW U.S.A. Company, Inc. 230 Park Avenue, #1616 New York, NY 10169 Andrew Management IV, L.P. c/o Hammond, Kennedy, Whitney & Investment Partnership Delaware, Company, Inc. U.S.A. 333 N. Michigan Ave., #501 Chicago, IL 60601 BJR Management, L.P. c/o Hammond, Kennedy, Whitney & Investment Partnership Delaware, Company, Inc. U.S.A. 333 N. Michigan Ave., #501 Chicago, IL 60601 ECM Management, L.P. c/o Hammond, Kennedy, Whitney & Investment Partnership Delaware, Company, Inc. U.S.A. 333 N. Michigan Ave., #501 Chicago, IL 60601 Glenn Scolnik 8888 Keystone Crossing, Suite 690 President and Chief U.S.A. Indianapolis, IN 46240 Executive Officer, HKW Ralph R. Whitney, Jr. Hammond, Kennedy, Whitney & Chairman, HKW U.S.A. Company, Inc. 230 Park Avenue, #1616 New York, NY 10169 Forrest E. Crisman, Jr. 42 Valley View Drive Managing Director, HKW U.S.A. Farmington, CT 06032 *The following person is the President and sole Director of Reinhold Enterprises, Inc. Matthew C. Hook 8888 Keystone Crossing, Ste. 690 Vice President, HKW U.S.A. Indianapolis, IN 46240 *The following persons are the Executive Officers and Directors of Massachusetts Mutual Life Insurance Company. Each of the following persons' principal occupation or employment is with Massachusetts Mutual Life Insurance Company with a Business Address of Massachusetts Mutual Life Insurance Company, 1295 State Street, Springfield, MA 01111, unless otherwise indicated. Roger G. Ackerman Corning Incorporated Chairman and Chief Executive U.S.A. One Riverfront Plaza HQE2 Officer, Corning Incorporated Corning, NY 14831 (manufacturer of specialty materials, communications equipment and consumer products) James R. Birle Resolute Partners, LLC Chairman, Resolute Partners, U.S.A. Greenwich Plaza, Suite 100 LLC (private merchant bank) Greenwich, CT 06830 Gene Chao, Ph. D. Computer Projections, Inc. Chairman of the Board, U.S.A. 733 S.W. Vista Avenue President and Chief Executive Portland, OR 97205-1203 Officer of Computer Projections, Inc. (presentation graphic services and equipment) Patricia Diaz Dennis SBC Communications, Inc. Senior Vice President, U.S.A. 175 East Houston Regulatory and Public Affairs, San Antonio, TX 78205 SBC Communications (telecommunications company) Anthony Downs The Brookings Institution Senior Fellow, The Brookings U.S.A. 1775 Massachusetts Ave., N.W. Institution (research center) Washington, DC 20036-2188 James L. Dunlap Ocean Energy, Inc. Vice Chairman of Ocean Energy, U.S.A. 1201 Louisiana Inc. (energy exploration and Houston, TX 77002-5603 production) William B. Ellis, Ph.D 31 Pound Foolish Lane Senior Fellow, Yale University U.S.A. Glastonbury, CT 06033 School of Forestry and Environmental Studies Robert M. Furek 1 State Street, Suite 2310 Chairman of the Board of U.S.A. Hartford, CT 06103 Trustees for the Hartford School System Charles K. Gifford BankBoston Corp. Chairman and Chief Executive U.S.A. 100 Federal Street Officer, BankBoston Corp. Boston, MA 02110 (bank holding company) Dr. William N. Griggs Griggs & Santow, Inc. Managing Director, Griggs & U.S.A. One State Street Santow, Inc. (financial New York, NY 10004 consultants) George B. Harvey 663 Ponus Ridge Director U.S.A. New Canaan, CT 06840 Barbara B. Hauptfuhrer 1700 Old Welsh Road Director of Various Corporations U.S.A. Huntington Valley, PA 19006 Sheldon B. Lubar Lubar & Co., Incorporated Chairman, Lubar & Co., U.S.A. 700 N. Water St. Incorporated (investment Milwaukee, WI 53202 management and venture capital company) William B. Marx, Jr. 5 Jodi Lane Director U.S.A. Chatham, NJ 07928 John F. Maypole Peach State Real Estate Holding Managing Partner, Peach U.S.A. Company State Real Estate Holding Box 1223 Company (real estate Toccoa, GA 30577 investment company) Robert J. O'Connell President and Chief Executive U.S.A. Officer Thomas B. Wheeler Chairman U.S.A. Alfred M. Zeien The Gillette Company Chairman and Chief Executive U.S.A. Prudential Tower Building Officer, The Gillette Company Boston, MA 02199 (manufacturer of personal care products) Lawrence V. Burkett Executive Vice President and U.S.A. General Counsel Peter J. Daboul Executive Vice President U.S.A. John B. Davies Executive Vice President U.S.A. Daniel J. Fitzgerald Executive Vice President, U.S.A. Corporate Financial Operations James E. Miller Executive Vice President U.S.A. John V. Murphy Executive Vice President U.S.A. Stuart H. Reese Executive Vice President and U.S.A. Chief Investment Officer Joseph M. Zubretsky Executive Vice President and U.S.A. Chief Financial Officer *Andrew McNally IV is the General Partner of Andrew Management IV L.P. *The following person is the General Partner of BJR Management, L.P. Betsy M. Ravenel c/o Hammond, Kennedy, Whitney & General Partner, BJR U.S.A. Company, Inc. Management, L.P. 333 N. Michigan Ave., #501 Chicago, IL 60601 *The following person is the General Partner of ECM Management, L.P. Edward C. McNally c/o Hammond, Kennedy, Whitney & General Partner, ECM U.S.A. Company, Inc. Management, L.P. 333 N. Michigan Ave., #501 Chicago, IL 60601
EX-1 2 EXHIBIT A AGREEMENT Each of the undersigned persons hereby agrees that any statement on Schedule 13D, including any amendments thereto, filed by any of such persons with the Securities and Exchange Commission pursuant to Section 13(d) under the Securities and Exchange Act of 1934, as amended, in respect of the beneficial ownership of equity securities of Reinhold Industries, Inc. shall be deemed to be filed on behalf of each of such persons. IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto effective on the 21st day of May, 1999. /s/ Andrew McNally, IV --------------------------------------- Andrew McNally, IV /s/ Ward McNally --------------------------------------- Ward S. McNally Andrew Management IV, L.P. /s/ Andrew McNally IV --------------------------------------- General Partner BJR Management, L.P. /s/ Betsy M. Ravenel --------------------------------------- General Partner ECM Management, L.P. /s/ Edward C. McNally --------------------------------------- General Partner /s/ Glenn Scolnik --------------------------------------- Glenn Scolnik /s/ Ralph R. Whitney, Jr. --------------------------------------- Ralph R. Whitney, Jr. /s/ Forrest E. Crisman, Jr. --------------------------------------- Forrest E. Crisman, Jr. Massachusetts Mutual Life Insurance Company By: /s/ Richard C. Morrison ----------------------------------- Richard C. Morrison, Managing Director MassMutual High Yield Partners II LLC By: HYP Management, Inc., as Managing Member By: /s/ Richard C. Morrison ----------------------------------- Richard C. Morrison, Vice President MassMutual Corporate Value Partners Limited By: Massachusetts Mutual Life Insurance Company, its Investment Advisor By: /s/ Richard C. Morrison ----------------------------------- Richard C. Morrison, Managing Director Reinhold Enterprises, Inc. /s/ Matthew C. Hook -------------------------------------- Matthew C. Hook, President EX-2 3 EXHIBIT B STOCK PURCHASE AGREEMENT DATED AS OF MAY 18, 1999 BY AND BETWEEN REINHOLD ENTERPRISES, INC. AND KEENE CREDITORS TRUST STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT ("Purchase Agreement") is entered into as of the 18th day of May, 1999, by and between Reinhold Enterprises, Inc., an Indiana corporation ("REI"), and Keene Creditors Trust (the "Seller"). RECITALS The Seller owns 1,020,000 Class B Common Shares of Reinhold Industries, Inc., a Delaware corporation (the "Company"). The Company is in the business of manufacturing advanced composite components and sheet molding compounds for aerospace, defense and commercial applications (the "Business"). The authorized capital stock of the Company consists of 1,480,000 Class A Common Shares, par value $0.01 per share, and 1,020,000 Class B Common Shares, par value $0.01 per share. Simultaneously with the execution of this Purchase Agreement, REI has delivered to the Seller non-litigation agreements with certain of the Company's stockholders, all of which stockholders own Class A Common Shares. REI or the Qualified Designees (as defined below) desire to purchase from the Seller 997,475 Class B Common Shares of the Company (the "Shares"), and the Seller desires to sell the Shares to REI or the Qualified Designees, on the terms and conditions set forth in this Purchase Agreement. AGREEMENT In consideration of the foregoing and of the respective representations, warranties, covenants, and agreements herein contained, and intending to be legally bound, the parties hereto agree as follows: ARTICLE I. DEFINITIONS As used in this Purchase Agreement, the following terms have the meanings indicated below: "Adverse Claim" has the meaning set forth in ss. 8-102 of the New York Uniform Commercial Code. "Affiliate" with respect to any Person means any Person that directly or indirectly controls, or is under common control with, or is controlled by such Person. As used in this definition, "control" (including its correlative meanings "controlled by" and "under common control with") means possession, directly or indirectly, of power to direct or cause the direction of management or policies of such other Person (whether through ownership of securities or partnership or other ownership interest, by contract or otherwise). "Aggregate Purchase Price" has the meaning specified in Section 2.03. "Assignment and Assumption Agreement" means an agreement in the form of Exhibit 1.1 hereto pursuant to which (i) a Qualified Designee becomes the assignee of the rights of REI under the Purchase Agreement (including the right to purchase a certain number of Shares), severally to the extent of the Shares purchased assumes the obligations of REI under the Purchase Agreement other than any indemnity obligations under Article XII and, to the extent applicable, severally makes the representations and warranties set forth therein as to itself and severally agrees to indemnify Seller for breaches of such representations and warranties and (ii) the Seller acknowledges such assignment and assumption and agrees to indemnify the Qualified Designee on the terms and conditions contained in this Agreement as though the Qualified Designee were an original party to this Agreement. "Bankruptcy Court" has the meaning specified in Section 5.01. "Business" has the meaning specified in the Recitals of this Purchase Agreement. "Business Day" means any day other than Saturday, Sunday, and any day on which commercial banks in New York, New York are authorized by law to be closed. "Claimant" has the meaning specified in Section 12.03. "Closing" has the meaning specified in Section 3.01. "Closing Date" has the meaning specified in Section 3.01. "Commission" means the United States Securities and Exchange Commission. "Company SEC Documents" means the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1998 including all exhibits thereto and the definitive proxy statement relating to the 1999 annual meeting of the stockholders of the Company. "Indemnification Notice" has the meaning specified in Section 12.03. "Indemnifying Party" has the meaning specified in Section 12.03. "Indemnity Loss" has the meaning specified in Section 12.01. "Lien" means any mortgage, pledge, security interest, encumbrance, lien (statutory or other), option, charge, Adverse Claim, or sale agreement or other rights of third parties. "Litigation Notice" has the meaning specified in Section 12.03. "Material Adverse Effect" means a material adverse effect on the assets, operations, business or financial condition of the Company and its Subsidiary taken as a whole; provided, however, that any material adverse effect arising out of or resulting from any change in general economic conditions shall not constitute a Material Adverse Effect. "Nonrecourse" has the meaning specified in Section 13.15. "Per Share Price" has the meaning specified in Section 2.02. "Person" means any individual, corporation, partnership, joint venture, association, limited liability company, joint-stock company, trust, or unincorporated organization, or any governmental agency, officer, department, commission, board, bureau, or instrumentality thereof. "Plan" has the meaning specified in Section 5.04. "Purchase Agreement" has the meaning specified in the Recitals of this Purchase Agreement. "Purchaser" means any Person purchasing Shares hereunder. "Qualified Designee" means Massachusetts Mutual Life Insurance Company ("Massachusetts Mutual"), any Affiliate of Massachusetts Mutual, MassMutual High Yield Partners II LLC, MassMutual Corporate Value Partners Limited, any officer or director of Hammond, Kennedy, Whitney & Company, Inc. or any Affiliate of such officer or director or any retirement or investment account or plan of such officer or director, Andrew Management IV, L.P., BJR Management, L.P., ECM Management, L.P., and any other Person designated by REI to the Seller in writing at least one Business Day prior to the Closing Date and reasonably satisfactory to the Seller that in the case of all of the foregoing (i) provides confirmation that such Person is an "accredited investor" as such term is defined in Regulation D promulgated under the Securities Act and (ii) executes an Assignment and Assumption Agreement. "Registration Rights Agreement" means that certain Registration Rights Agreement dated July 31, 1996 between the Company and the Seller. "REI" has the meaning specified in the Recitals of this Purchase Agreement. "REI Indemnified Persons" has the meaning specified in Section 12.01. "Securities Act" means the Securities Act of 1933, as amended, and any similar or successor Federal statute and the rules and regulations of the Commission thereunder. "Seller" has the meaning specified in the Recitals of the Purchase Agreement. "Seller's Counsel" means Hughes Hubbard & Reed, LLP. "Shares" has the meaning specified in the Recitals of the Purchase Agreement. "Subsidiary" means NP Aerospace Limited. "Transaction Documents" mean collectively this Purchase Agreement and the documents and agreements expressly contemplated hereby. "Trust Agreement" has the meaning specified in Section 5.01. "Trust Persons" has the meaning specified in Section 13.15. "Trustees" has the meaning specified in Section 5.01. ARTICLE II. PURCHASE AND SALE Section 2.01. Purchase of Shares. Subject to the terms and conditions set forth in this Purchase Agreement, on the Closing Date, the Seller shall sell the Shares to REI or the Qualified Designees, and REI or the Qualified Designees shall purchase from the Seller the Shares. Section 2.02. Per Share Purchase Price. The purchase price of each Share sold to REI or the Qualified Designees, as provided for in Section 2.01, shall be Nine Dollars ($9.00) ("Per Share Price"). Section 2.03. Aggregate Purchase Price. As full payment for the sale and delivery of the Shares, REI shall pay or cause the Qualified Designees to pay the aggregate amount of Eight Million Nine Hundred Seventy-Seven Thousand Two Hundred Seventy-Five Dollars ($8,977,275) to the Seller (the "Aggregate Purchase Price"), to be paid in accordance with Section 3. ARTICLE III. CLOSING Section 3.01. Closing, Time and Place. The closing (the "Closing") of the transactions contemplated herein shall take place at the offices of Hughes Hubbard & Reed LLP, New York, New York at 10:00 A. M. (Eastern Daylight Time) on May 21, 1999 (the "Closing Date") or at such other place and time as shall be mutually agreed by the Seller and REI. Section 3.02. Deliveries to REI at the Closing. At the Closing and simultaneously with the deliveries to the Seller specified in Section 3.03, the Seller shall deliver or cause to be delivered to the Purchasers the following: (a) Stock certificates representing the Shares, duly endorsed or accompanied by stock powers duly executed in blank with appropriate transfer stamps, if any, affixed and any other documents that are necessary to transfer title from the Seller to REI or the Qualified Designees, (as directed by REI in its instructions delivered in accordance with Section 9.05), free and clear of Liens and Adverse Claims; (b) A certificate of trust existence and authority, executed by the Trustees, substantially in the form of Exhibit 3.02(b) attached hereto; (c) The certificate of the Seller specified in Section 10.01; (d) The certificate of the Seller specified in Section 10.02; (e) A receipt signed by the Trustees acknowledging delivery by the Purchasers of the items set forth in Section 3.03; (f) A legal opinion of Seller's Counsel, in form and substance as set forth in Exhibit 3.02(f) attached hereto; (g) An agreement with the Purchasers, assigning the Seller's rights with respect to the Registration Rights Agreement to the Purchasers, substantially in the form of Exhibit 3.02(g) attached hereto; and (h) An Assignment and Assumption Agreement with each Qualified Designee. Section 3.03. Deliveries to the Seller at the Closing. At the Closing and simultaneously with the deliveries specified in Section 3.02, the Purchasers shall deliver or cause to be delivered to the Seller the following: (a) The Aggregate Purchase Price by wire transfer in immediately available federal funds to an account designated by the Seller in writing to REI two Business Days prior to the Closing Date; (b) The certificate of REI specified in Section 9.01; (c) The certificate of REI specified in Section 9.02; (d) A receipt signed by an authorized representative of each Purchaser acknowledging delivery by the Seller of the items set forth in Section 3.02; and (e) An Assignment and Assumption Agreement with each Qualified Designee. ARTICLE IV. [Reserved.] ARTICLE V. REPRESENTATIONS AND WARRANTIES OF THE SELLER WITH RESPECT TO THE SELLER AND THE SHARES The Seller hereby represents and warrants to REI and the Qualified Designees as follows: Section 5.01. Organization; Good Standing; Qualification; and Power. The Seller is a duly organized, validly existing trust organized under the laws of the State of New York pursuant to an order of the United States District Court for the Southern District of New York and the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court") and has all requisite power and authority and all governmental licenses, authorizations, consents and approvals necessary to own and transfer the Shares and to execute and deliver this Purchase Agreement and each of the other Transaction Documents to which it is a party and to consummate the transactions and perform its obligations contemplated hereby and thereby. A true and correct copy of the trust agreement, as amended to date, is attached to this Purchase Agreement as Exhibit 5.01 (the "Trust Agreement"). The names of the Seller's trustees are Richard A. Lippe, Archie R. Dykes and John J. Robbins (the "Trustees"). Section 5.02. Title to Shares. The Seller has good and marketable title to the Shares, free and clear of all Liens. The Seller has full right, power and authority to sell, transfer, convey and deliver the Shares to REI and the Qualified Designees and, upon delivery of the stock certificates by the Seller to REI or the Qualified Designees and receipt by the Seller of the Aggregate Purchase Price as set forth in this Purchase Agreement, Seller shall transfer to REI, or the Qualified Designees, as the case may be, good and marketable title to the Shares free and clear of all Liens with respect thereto. Section 5.03. Authority. The execution and delivery of this Purchase Agreement and each of the other Transaction Documents to which the Seller is a party and the consummation of the transactions contemplated hereby and thereby by the Seller have been authorized pursuant to the Trust Agreement and all applicable laws. This Purchase Agreement constitutes and the other Transaction Documents to which the Seller is a party, upon execution and delivery thereof, shall constitute valid and legally binding obligations of the Seller, enforceable against the Seller in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws affecting creditors' rights generally or by the principles governing the availability of equitable remedies. Section 5.04. No Conflict or Violation. The execution, delivery, and performance of this Purchase Agreement and the other Transaction Documents by the Seller and the consummation of the transactions contemplated hereby and thereby do not and shall not: (a) violate the Trust Agreement of the Seller; (b) violate any provision of law or any order, judgment, or decree of any court or other governmental or regulatory authority applicable to the Seller, including, without limitation, the Debtor's Fourth Amended Plan of Reorganization (the "Plan") filed in the Bankruptcy Court in the bankruptcy case of In re Keene Corporation under Case No. 93-B-46090 (SMB); or (c) violate or result in a breach of or constitute (with due notice or lapse of time or both) a default under any loan agreement, mortgage, security agreement, indenture or other agreement or instrument to which the Seller is a party or by which the Seller is bound or to which any of its properties or assets is subject. There is no default by any party to any of the contracts, agreements and binding commitments of the Seller which could reasonably be expected to have a Material Adverse Effect or prevent the Seller from consummating the sale of Shares contemplated by this Purchase Agreement. Section 5.05. No Consent. No authorization, consent, approval, exemption, or other action by or notice to or filing with any court, including but not limited to the United States District Court for the Southern District of New York and the Bankruptcy Court, or administrative or governmental body or any third party is required to permit the Seller to execute and deliver this Purchase Agreement and the other Transaction Documents, to consummate the transactions contemplated by this Purchase Agreement and the other Transaction Documents, to comply with and fulfill the terms and conditions of this Purchase Agreement and the other Transaction Documents or to convey the Shares to REI or the Qualified Designees pursuant to this Purchase Agreement. Section 5.07. Company SEC Documents. Except as set forth on Schedule 5.06, to the Seller's actual knowledge, the Company SEC Documents do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading. Section 5.07. Broker's or Finder's Commissions. Except for the fee of HT Capital Advisors, LLC, which fee shall be paid by the Seller, no broker's or finder's fee or commission or investment banking fee has been or will be payable, or asserted to be payable by the Seller, the Company, the Subsidiary, REI or the Qualified Designees with respect to the issuance and sale of the Shares to REI or the Qualified Designees or the transactions contemplated by this Purchase Agreement as a result of any agreement entered into by the Seller. Section 5.08. Securities Act Exemption. The sale and delivery of Shares to the Purchasers under the circumstances contemplated by this Purchase Agreement will be exempt from registration under the Securities Act. Section 5.09. EXCLUSIVITY OF REPRESENTATIONS. THE REPRESENTATIONS AND WARRANTIES MADE BY SELLER IN THIS PURCHASE AGREEMENT ARE IN LIEU OF AND ARE EXCLUSIVE OF ALL OTHER REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES. SELLER HEREBY DISCLAIMS ANY SUCH OTHER OR IMPLIED REPRESENTATIONS OR WARRANTIES NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO REI OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING, WITHOUT LIMITATION, ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA). ARTICLE VI. REPRESENTATIONS AND WARRANTIES OF REI REI hereby represents and warrants to the Seller as follows: Section 6.01. Organization; Good Standing; Qualification; and Power. REI is a corporation duly incorporated and validly existing under the laws of the State of Indiana. REI has all requisite corporate power and authority and all governmental licenses, authorizations, consents and approvals to own, lease and operate its properties and to execute and deliver this Purchase Agreement and each of the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. Section 6.02. Authority. The execution and delivery of this Purchase Agreement and each of the other Transaction Documents to which REI is a party and the consummation of the transactions contemplated hereby and thereby by REI have been duly authorized by all necessary action on the part of REI. This Purchase Agreement constitutes and the other Transaction Documents to which REI is a party, upon execution and delivery thereof, will constitute valid and legally binding obligations of REI, enforceable against REI in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws affecting creditors' rights generally or by the principles governing the availability of equitable remedies. Section 6.03. No Conflict or Violation. The execution, delivery and performance of this Purchase Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby do not and shall not: (a) violate or conflict with the Articles of Incorporation or By-Laws of REI; (b) violate any provision of law or any order, judgment, or decree of any court or other governmental or regulatory authority applicable to REI; or (c) result in a breach of, or constitute a default (or an event which, with notice or lapse of time or both would constitute a default) under, or give rise to any right of termination, cancellation or acceleration of, or result in the creation of any Lien upon any of the assets or properties of REI under, any loan agreement, mortgage, security agreement, indenture, or other agreement or instrument to which REI is a party or by which REI is bound or to which any of its properties or assets is subject or prohibit REI from consummating the purchase and sale of the Shares as contemplated hereby. Section 6.04. No Consent. No authorization, consent, approval, exemption, or other action by or notice to or filing with any court or administrative or governmental body or any third party is required to permit REI to execute and deliver this Purchase Agreement and the other Transaction Documents, to consummate the transactions contemplated by this Purchase Agreement and the other Transaction Documents or to comply with and fulfill the terms and conditions of this Purchase Agreement and the other Transaction Documents to which REI is a party. Section 6.05. Securities Matters. REI understands that the offering and sale of the Shares hereunder is intended to be exempt from the registration requirements of the Securities Act. The Shares are being acquired by REI for its own account and without a view to the public distribution of the Shares or any interest therein. REI (to the extent it purchases Shares) and each Qualified Designee will be an "accredited investor" as such term is defined in Regulation D promulgated under the Securities Act. REI is not a broker-dealer subject to Regulation T promulgated by the Board of Governors of the Federal Reserve System. REI has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Shares, and REI is capable of bearing the economic risks of such investment, including a complete loss of its investment in the Shares. In evaluating the suitability of an investment in the Shares, REI has relied upon the representations, warranties, covenants and agreements made by the Seller herein and on such other information regarding the Company sufficient to allow REI to make an informed decision regarding purchase of the Shares. REI has not relied upon any other representations or other information (whether oral or written and including any estimates, projections or supplemental data) made or supplied by or on behalf of Seller, the Company or any Affiliate, employee, agent or other representative of Seller or the Company other than as contemplated by this Section 6.05. REI acknowledges that Seller has no responsibility for any information furnished to it other than as set forth in the representations and warranties made by Seller herein. REI understands and agrees that it may not sell or dispose of any of the Shares other than pursuant to a registered offering or in a transaction exempt from the registration requirements of the Securities Act and that the Shares will bear an appropriate legend to that effect. Section 6.06. Brokers or Finders Commissions. No broker's or finder's fee or commission or investment banking fee has been or will be payable, or asserted to be payable by any of REI, the Seller, the Company, the Subsidiary or the Qualified Designees with respect to the purchase of the Shares from the Seller or the transactions contemplated by this Purchase Agreement as a result of any agreement entered into by REI. Section 6.07. Financial Condition. REI and/or the Qualified Designees have or shall at the Closing have sufficient liquidity and financial condition to consummate the purchase of the Shares at Closing. Section 6.08. EXCLUSIVITY OF REPRESENTATIONS. THE REPRESENTATIONS AND WARRANTIES MADE BY REI IN THIS PURCHASE AGREEMENT ARE IN LIEU OF AND ARE EXCLUSIVE OF ALL OTHER REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES. REI HEREBY DISCLAIMS ANY SUCH OTHER OR IMPLIED REPRESENTATIONS OR WARRANTIES, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO SELLER OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION. ARTICLE VII. COVENANTS OF THE SELLER Section 7.01. Actions Before the Closing Date. From the date hereof until the Closing Date, the Seller shall: (a) not take any action which would cause any representation or warranty contained in Article V hereof to become inaccurate or untrue at any time from the date hereof to the Closing Date; (b) afford to REI, and to the accountants, counsel, actuaries and representatives of REI, full and complete access, upon reasonable notice and during normal business hours prior to the Closing Date (or the earlier termination of this Purchase Agreement pursuant to Article XI), to all books and records relating to the Seller, the Company, the Subsidiary and the Business and make reasonable efforts, during that period and upon the preceding terms, to cause their respective Personnel, counsel, actuaries and independent accountants to make available to REI and its counsel, actuaries and representatives all information relating to the Seller, the Company, the Subsidiary and the Business which REI and its counsel, actuaries and representatives may reasonably deem necessary or desirable, provided, that such access shall not unreasonably interfere with the operation of the Company; (c) use commercially reasonable best efforts (subject to any conditions set forth in this Purchase Agreement) to perform and satisfy all obligations, covenants, agreements and conditions to Closing to be performed or satisfied under this Purchase Agreement by the Seller, including action necessary to obtain all consents and approvals of third parties required to be obtained by the Seller to effect the transactions contemplated by this Purchase Agreement; and (d) not take any action to cause the Company or the Subsidiary to operate the Business other than in the ordinary course consistent with the Company's past practices. Section 7.02. Stand Still. So long as this Purchase Agreement is in effect and until the Closing, the Seller shall not, directly or indirectly, solicit any inquiries or proposals or enter into or continue any discussions, negotiations, or agreements relating to the sale or exchange of the Shares with any Person other than REI, or provide any assistance or any information to or otherwise cooperate with any Person in connection with any such inquiry, proposal, or transaction; provided, that if at any time prior to the Closing the Trustees determine in good faith, after consultation with their financial and legal advisors, that an unsolicited proposal relating to a sale or exchange of the Shares is superior to the transaction contemplated by this Purchase Agreement, the Trustees shall be free to enter into discussions, negotiations and agreements relating to such superior proposal. Notwithstanding the above, the Seller shall notify REI as soon as practicable following commencement of any such discussions, negotiations and agreements. Section 7.03. Notification of Certain Matters. The Seller shall give prompt notice to REI of (a) the occurrence, or failure to occur, of any event which occurrence or failure would be likely to cause any representation or warranty of the Seller contained in this Purchase Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Closing Date, and (b) any failure of the Seller to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by the Seller hereunder. The Seller shall use its commercially reasonable best efforts to remedy promptly any such failure. Section 7.04. Board of Directors. Prior to the Closing, the Seller shall use its best efforts to cause the directors elected by it to resign from the Board of Directors. Section 7.05. Other Covenant. The Seller shall not, prior to the third anniversary of the Closing Date: (i) sell, transfer or otherwise dispose of any of its remaining shares of the Company or (ii) purchase or otherwise acquire any shares of the Company if after such purchase or acquisition the Seller would be a "5% shareholder" of the Company within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended, or the regulations thereunder. Section 7.06. Claims. The Seller shall comply with its obligations under Section 1.4 of the Trust Agreement. From and after the Closing Date, (a) the Seller shall not challenge or take any action inconsistent with (i) the validity of the Permanent Channeling Injunction (as such term is defined in the Plan), (ii) the status of the Company or any Purchaser as a Protected Party (as such term is defined in the Plan) thereunder, or (iii) the Seller's discharge of its obligations under Section 1.4 of the Trust Agreement; (b) the Seller shall not take any action to amend Section 1.4 of the Trust Agreement or, except as otherwise required by the Trust Agreement, to terminate the Trust Agreement or the Seller; and (c) the Seller shall defend any action or claim challenging the validity of the Permanent Channeling Injunction insofar as such action or claim affects the Company; provided, however, that if the Seller and the Company agree that it is appropriate for the Company to defend any such action or claim, the Company shall defend such action or claim and the Seller shall (x) cooperate and assist the Company in the conduct of such defense as reasonably requested by the Company, (y) reimburse the Company for the costs of such defense (including, without limitation, attorneys' fees and expenses) and (z) indemnify the Company against any expenses, costs, fees (including attorneys' fees), judgments, settlements, or other liabilities arising from or incurred in connection with such action or claim. ARTICLE VIII. COVENANTS OF REI Section 8.01. Actions Before the Closing Date. REI shall not take any action which shall cause it to be in breach of any representation or warranty contained in this Purchase Agreement or cause it to be unable to perform in any material respect its obligations hereunder, and REI shall use commercially reasonable best efforts (subject to any conditions set forth in this Purchase Agreement) to perform and satisfy all conditions to Closing to be performed or satisfied by REI under this Purchase Agreement, including action necessary to obtain all consents and approvals of third parties required to be obtained by REI to effect the transactions contemplated by this Purchase Agreement. Section 8.02. Notification of Certain Matters. REI shall give prompt notice to the Seller of (a) the occurrence, or failure to occur, of any event which occurrence or failure would be likely to cause any representation or warranty of REI contained in this Purchase Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Closing Date, and (b) any failure of any of REI to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by any of REI hereunder. REI shall use commercially reasonable best efforts to remedy promptly any such failure. ARTICLE IX. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SELLER The obligation of the Seller to sell the Shares to REI or the Qualified Designees on the Closing Date is subject to the fulfillment, at or before the Closing, of the following conditions, any one or more of which may be waived in writing by the Seller in its sole discretion: Section 9.01. Representations and Warranties of REI. Each representation and warranty of REI contained in this Purchase Agreement and each representation and warranty made by each Qualified Designee in an Assignment and Assumption Agreement that (a) is qualified by a reference to materiality shall be true and correct in all respects as of the Closing as though such representation and warranty was made on and as of such time (except to the extent a different date is specified therein, in which case such representation and warranty shall be true and correct as of such date), (b) is not so qualified, shall be true and correct as of the Closing as though such representation and warranty was made on and as of such time (except to the extent a different date is specified therein, in which case such representation and warranty shall be true and correct as of such date) except with such exceptions in the case of this clause (b) as could not reasonably be expected to preclude REI or such Qualified Designee, as the case may be, in any material respect from consummating the transactions contemplated by this Purchase Agreement. At the Closing, the Seller will have received a certificate, dated the Closing Date and duly executed by an authorized officer of REI, to the effect that the conditions set forth in this Section 9.01 have been satisfied with respect to REI. Section 9.02. Performance of the Obligations of REI. Each covenant and agreement of REI required by this Purchase Agreement to be performed by it at or prior to the Closing will have been duly performed and complied with in all material respects as of the Closing. At the Closing, the Seller will have received a Certificate, dated the Closing Date and duly executed by an authorized officer of REI, to the effect that the conditions set forth in this Section 9.02 have been satisfied. Section 9.03. No Violation of Orders. No preliminary or permanent injunction or other order issued by any court or governmental or regulatory authority, domestic or foreign, that declares this Purchase Agreement or any of the other Transaction Documents invalid or unenforceable in any respect or prevents the consummation of the transactions contemplated hereby or thereby shall be in effect, and no proceeding relating to any order shall have commenced. Section 9.04. Required Approvals. All consents and approvals of any governmental authority or any third party necessary to permit the consummation of the transactions contemplated by this Purchase Agreement or any of the other Transaction Documents, shall have been received. Section 9.05. Instructions. In the event that REI elects to designate other Persons to purchase the Shares, REI shall have delivered to the Seller at least one Business Day prior to the Closing Date written instructions setting forth the name(s) of the Qualified Designee(s) to whom Shares are to be sold at Closing and the number of shares to be sold to each such Qualified Designee and, at Closing, an Assignment and Assumption Agreement executed by each Qualified Designee. Section 9.06. Rule 14f-1 Compliance. The Company shall have filed the disclosure required by Rule 14f-1 under the Exchange Act with the Securities and Exchange Commission and sent such disclosure to all holders of record of the Company's capital stock as required by such Rule. ARTICLE X. CONDITIONS PRECEDENT TO OBLIGATIONS OF REI The obligation of REI and the Qualified Designees to purchase, acquire, and accept the Shares from the Seller on the Closing Date is subject to the fulfillment, at or before the Closing, of the following conditions, any one or more of which may be waived in writing by REI in its sole discretion: Section 10.01. Representations and Warranties of the Seller. Each representation and warranty of the Seller contained in this Purchase Agreement that (a) is qualified by a reference to materiality shall be true and correct in all respects as of the Closing as though such representation and warranty was made on and as of such time (except to the extent a different date is specified therein, in which case such representation and warranty shall be true and correct as of such date), (b) is not so qualified, shall be true and correct as of the Closing as though such representation and warranty was made on and as of such time (except to the extent a different date is specified therein, in which case such representation and warranty shall be true and correct as of such date) except with such exceptions in the case of clause (b) as could not reasonably be expected to preclude the Seller from consummating the transactions contemplated by this Purchase Agreement or individually or in the aggregate to have a Material Adverse Effect. At the Closing, the Purchasers will have received a certificate, dated the Closing Date and duly executed by the trustees, to the effect that the conditions set forth in this Section 10.01 have been satisfied. Section 10.02. Performance of the Obligations of the Seller. Each covenant and agreement of the Seller required by this Purchase Agreement to be performed by it at or prior to the Closing will have been duly performed and complied with in all material respects as of the Closing. At the Closing, the Purchasers will have received a certificate, dated the Closing Date and duly executed by an authorized officer of REI, to the effect that the conditions set forth in this Section 10.02 have been satisfied. Section 10.03. No Violation of Orders. No preliminary or permanent injunction or other order issued by any court or governmental or regulatory authority, domestic or foreign, which declares this Purchase Agreement or any of the other Transaction Documents invalid or unenforceable in any respect or prevents the consummation of the transactions contemplated hereby or thereby shall be in effect, and no proceeding relating to any such order shall have commenced. Section 10.04. No Material Adverse Change in Business or Financial Condition. Between the date hereof and the Closing, there has been no event, change or other circumstance that has resulted or is reasonably likely to result in a Material Adverse Effect. Section 10.05. Board of Directors. The directors elected by the Seller shall have resigned from the Board of Directors. Section 10.06. Rule 14f-1 Compliance. The Company shall have filed the disclosure required by Rule 14f-1 under the Exchange Act with the Securities and Exchange Commission and sent such disclosure to all holders of record of the Company's capital stock as required by such Rule. ARTICLE XI. TERMINATION Section 11.01. Conditions of Termination. (a) Notwithstanding anything to the contrary contained herein, this Purchase Agreement may be terminated, and the transactions contemplated hereby may be abandoned, at any time before completion of the Closing, (i) by mutual consent of the Seller and REI, or (ii) by either REI or the Seller if all conditions to Closing contained in this Purchase Agreement have been satisfied on or prior to the Closing Date (other than those set forth in Section 9.05 and those that by their terms are to be satisfied at the Closing), and the Closing shall not have occurred on such date, or (iii) by either REI or the Seller if any condition to Closing (other than those set forth in Section 9.05 and those that by their terms are to be satisfied at the Closing) has not been satisfied on or prior to the Closing Date, and the Closing shall not have occurred by June 3, 1999; provided, however, that this Purchase Agreement may not be terminated by a party if the failure of the Closing to occur by such date is due to the breach of any provision hereof by such party. (b) This Purchase Agreement may, by notice given in the manner hereinafter provided, be terminated and abandoned at any time prior to completion of the Closing: (i) by the Seller if there has been a material misrepresentation in Article VI hereof by REI or a material default or breach by REI with respect to REI, due and timely performance of any of REI, covenants and agreements contained in this Purchase Agreement, and such misrepresentation, default, or breach shall not have been cured within ten (10) days after receipt by REI of notice specifying particularly such misrepresentation, default, or breach; or (ii) by the Seller if the Seller accepts an unsolicited proposal from a third party for purchase of the Shares; or (iii) by REI if there has been a material misrepresentation in Article V hereof by the Seller or a material default or breach by the Seller with respect to the Seller's due and timely performance of any of the Seller's covenants and agreements contained in this Purchase Agreement, and such misrepresentation, default or breach shall not have been cured within ten (10) days after receipt by the Seller of notice specifying particularly such misrepresentation, default or breach. Section 11.02. Effect of Termination. In the event of termination pursuant to Section 11.01, this Purchase Agreement shall terminate and have no further effect except for the provisions set forth in Sections 5.07, 6.06 and 13.02 which shall remain in effect for an indefinite period following the termination date and except for liability arising out of a material breach of any representation, warranty, covenant, or agreement contained herein prior to the termination date. ARTICLE XII. INDEMNIFICATION Section 12.01. Indemnification by the Seller. Subject to Section 12.05, the Seller shall indemnify and hold harmless each of the Purchasers and its shareholders, officers, directors and Affiliates (other than the Company) ("REI Indemnified Persons") from and against any and all damages, losses, obligations, demands, liabilities, claims, encumbrances, penalties, costs, and expenses, including reasonable attorneys' fees (each an "Indemnity Loss"), which any such Purchaser may suffer, incur or become subject to as a result of or in connection with (a) any breach of any representation or warranty by the Seller made in this Purchase Agreement or any Transaction Document, or any breach or failure of the Seller to perform or fulfill any covenant, agreement or obligation of the Seller, contained in this Purchase Agreement or any Transaction Document and (b) any and all actions, suits, investigations, proceedings, demands, assessments, audits, and judgments arising out of any of the foregoing other than any suit to enforce the provisions of this Article XII, subject to Section 12.07. Section 12.02. Indemnification by REI. REI shall indemnify and hold harmless the Seller from and against any and all Indemnity Losses which the Seller may suffer, incur or become subject to as a result of or in connection with (a) any breach of any representation or warranty made in this Purchase Agreement or any Transaction Document, or any breach or failure of REI to perform or fulfill any covenant, agreement or obligation of REI contained in this Purchase Agreement or any Transaction Document and (b) any and all suits, actions, investigations, proceedings, demands, assessments, audits, and judgments arising out of any of the foregoing. Section 12.03. Notice. If an indemnified party (the "Claimant") believes that it has suffered or incurred any Indemnity Loss, it shall so notify the party which the Claimant believes has an obligation to indemnify (the "Indemnifying Party") promptly in writing describing such loss or expense, the amount thereof, if known, and the method of computation of such loss or expense, all with reasonable particularity (the "Indemnification Notice"). If any action at law, suit in equity, or administrative action is instituted by or against a third party with respect to which the Claimant intends to claim any liability or expense as an Indemnity Loss under this Article XII, it shall promptly notify the Indemnifying Party in writing of such action or suit describing such loss or expenses, the amount thereof, if known, and the method of computation of such loss or expense, all with reasonable particularity (the "Litigation Notice") in lieu of an Indemnification Notice. Section 12.04. Defense of Claims. If the Claimant shall notify the Indemnifying Party of any claim or demand pursuant to Section 12.01, and if such claim or demand relates to a claim or demand asserted by a third party against the Claimant which the Indemnifying Party acknowledges is a claim or demand for which it must indemnify or hold harmless the Claimant under Section 12.01, the Indemnifying Party shall have the right to employ counsel reasonably acceptable to the Claimant to defend any such claim or demand asserted against the Claimant for so long as the Indemnifying Party shall continue in good faith to diligently defend against such action or claim. The Claimant shall have the right to participate in the defense of any such claim or demand at its own expense. The Indemnifying Party shall notify the Claimant in writing, as promptly as possible (but in any case, at least five Business Days before the due date for the answer or response to a claim) after the date of the notice of claim given by the Claimant to the Indemnifying Party under Section 12.03 of its election to defend in good faith any such third party claim or demand. So long as the Indemnifying Party is defending in good faith any such claim or demand asserted by a third party against the Claimant, the Claimant shall not settle or compromise such claim or demand without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld, and the Claimant shall make available to the Indemnifying Party or its agents all records and other material in the Claimant's possession, custody or control reasonably required by it for its use in contesting any third party claim or demand. In the event the Indemnifying Party elects not to defend such claim or action or if the Indemnifying Party elects to defend such claim or action but fails to diligently defend such claim or action in good faith, the Claimant shall have the right to settle or compromise such claim or action without the consent of the Indemnifying Party, except that the Claimant shall not settle or compromise any such claim or demand, unless the Indemnifying Party is given a full and complete release of any and all liability by all relevant parties relating thereto. Section 12.05. Limitations on Indemnity. Notwithstanding anything to the contrary contained in this Agreement, (a) Seller shall not be required to indemnify and hold harmless any REI Indemnified Party pursuant to Section 12.01 unless the REI Indemnified Party has asserted a claim with respect to such matters within the applicable survival period set forth in Section 12.08. (b) The amounts for which Seller shall be liable under Section 12.01 shall be net of (i) any insurance payable to REI Indemnified Parties in connection with the facts giving rise to the right of indemnification and (ii) any related Tax benefits received by any of the REI Indemnified Parties. (c) REI Indemnified Parties may not make any claim hereunder for punitive damages, except REI Indemnified Parties may make a claim under this Purchase Agreement for punitive damages constituting Indemnity Losses payable by the Company or an REI Indemnified Party for a third party claim to the extent (i) such third party has been awarded specified punitive damages in respect to such claim and (ii) such punitive damages are based on events or conduct of the Company, the Seller or their respective officers, directors, trustees or Affiliates prior to the Closing. (d) Except with respect to a breach of the representations and warranties in Sections 5.01, 5.02, 5.03, 5.04, 5.05, 5.07 and 5.08, Seller shall not be required to indemnify and hold harmless the REI Indemnified Parties until the aggregate amount of Indemnity Losses exceeds an amount equal to $150,000, after which Seller shall be obligated to indemnify the REI Indemnified Parties for Indemnity Losses in excess of such amount. (e) Except with respect to a breach of the representations and warranties in Sections 5.01, 5.02, 5.03, 5.04, 5.05, 5.07 and 5.08, the cumulative indemnification obligation of Seller under Section 12.01 shall in no event exceed an amount equal to 50% of the Aggregate Purchase Price. With respect to a breach of the representations and warranties in Article V, the cumulative indemnification obligation of Seller under Section 12.01 shall in no event exceed an amount equal to the Aggregate Purchase Price. Section 12.06. Payment of Losses. The Indemnifying Party shall pay to the Claimant in cash the amount to which the Claimant may become entitled by reason of the provisions of this Article XII, within 15 Business Days after such amount is determined either by mutual agreement of the parties or on the date on which both such amount and Claimant's obligation to pay such amount have been determined by a final, non-appealable judgment of a court or administrative body having jurisdiction over such proceeding. Section 12.07. Costs and Attorneys' Fees. In any legal action or proceeding brought to enforce the indemnity obligations contained in this Article XII, the prevailing party shall be entitled to recover its reasonable expenses, charges, court costs and attorneys' fees. Section 12.08. Survival. Notwithstanding the foregoing, the Indemnifying Party shall have no liability with respect to any Indemnity Loss, incurred or which may be incurred, notice of which is not received by the Indemnifying Party pursuant to Section 12.03 hereof on or before the second anniversary of the Closing; provided, however, that the covenants contained in Section 7.05 relating to sale of shares and the obligation to indemnify with respect to a breach thereof shall survive for 30 days following expiration of the three-year period set forth therein. Notwithstanding the above, the obligations of an Indemnifying Party with respect to Indemnity Losses arising from a breach of a representation, warranty or covenant (i) contained in Article V (other than Section 5.06) and in Article VI shall survive indefinitely without regard to the notice requirement set forth in the foregoing sentence and (ii) contained in Section 7.06 shall survive for so long as the Permanent Channeling Injunction (as such term is defined in the Plan) shall remain in effect. Section 12.09. Exclusive Remedy. The sole and exclusive remedy of the REI Indemnified Parties for breach of any representation and warranty made by the Seller or any breach of any covenant or agreement to be performed by the Seller in connection with the transactions contemplated hereby, shall be the remedies expressly provided in this Article 12 and the Seller shall have no other obligations with respect thereto. The provisions of this Section 12.09 shall not prevent the REI Indemnified Parties from bringing an action for fraud. ARTICLE XIII. MISCELLANEOUS Section 13.01. Public Announcements. No party shall make any press release or public announcement concerning the transactions contemplated by this Purchase Agreement prior to the Closing Date, except as required by law or as agreed upon by the Seller and REI. Section 13.02. Expenses. Each party hereto shall be responsible for the fees and expenses of its accountants, attorneys and advisors and any other costs and expenses incurred by it in the negotiations and consummation of the transactions contemplated by this Purchase Agreement. Section 13.03. Notices. All notices, requests, demands, and other communications under this Purchase Agreement shall be in writing and shall be deemed to have been duly given (a) on the date of service if served personally on the party to whom notice is to be given, (b) on the day of transmission if sent via facsimile transmission to the facsimile number given below, provided that telephonic confirmation of receipt is obtained promptly after completion of transmission, (c) on the day after delivery to a nationally recognized overnight courier service or the Express Mail service maintained by the United States Postal Service, or (d) on the fifth (5th) day after mailing, if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, and addressed as follows: If to Seller, to: Keene Creditors Trust The Chancery 190 Willis Avenue Mineola, New York 11501 Tel. No. (516) 873-1412 Fax No. (516) 873-1092 With a copy to: Ed Kaufmann, Esq. Hughes Hubbard & Reed, LLP One Battery Place Plaza New York, New York 10004 Tel. No. (212) 837-6000 Fax No. (212) 422-4726 which copy alone shall not constitute notice for the purposes of this Purchase Agreement. If to REI, to: Reinhold Enterprises, Inc. c/o Hammond Kennedy Whitney & Company, Inc. 8888 Keystone Crossing, Suite 690 Indianapolis, Indiana 46240 Attention: Glenn Scolnik Tel. No. (317) 574-6900 Fax. No. (317) 574-7515 With a copy to: Stephen J. Hackman, Esq. Ice Miller Donadio & Ryan One American Square, Box 82001 Indianapolis, Indiana 46282 Tel. No. (317) 236-2100 Fax. No. (317) 236-2219 which copy alone shall not constitute notice for the purposes of this Purchase Agreement. Any party may change its address for the purpose of this Section 13.03 by giving the other parties written notice of its new address in the manner set forth above. Section 13.04. Headings. The article, section, and paragraph headings in this Purchase Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Purchase Agreement. Section 13.05. Construction. (a) As used herein, "knowledge of Seller", and "actual knowledge of Seller" shall mean the actual, collective knowledge of the Trustees, it being acknowledged that the Trustees have no duty to make an independent investigation regarding matters contained in the Company SEC Documents. (b) The words "hereof", "herein", "hereto", "hereunder" and "hereinafter" and words of similar import, when used in this Purchase Agreement, shall refer to this Purchase Agreement as a whole and not to any particular provision of this Purchase Agreement. (c) The parties have participated jointly in the negotiation and drafting of this Purchase Agreement, and, in the event of an ambiguity or a question of intent or a need for interpretation arises, this Purchase Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Purchase Agreement. (d) Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. (e) The word "including" means "including, without limitation". Section 13.06. Severability. If any provision of this Purchase Agreement is declared by any court or other governmental body to be null, void, or unenforceable, this Purchase Agreement shall be construed so that the provision at issue shall survive to the extent it is not so declared and that all of the other provisions of this Purchase Agreement shall remain in full force and effect. Section 13.07. Entire Agreement. This Purchase Agreement and the Transaction Documents (and the exhibits and schedules hereto and thereto) contain the entire understanding among the parties hereto with respect to the transactions contemplated hereby and supersedes and replaces all prior and contemporaneous agreements, understandings, representations or warranties, oral or written, with regard to those transactions. All Exhibits and Schedules hereto are expressly made a part of this Purchase Agreement as fully as though completely set forth herein. Section 13.08. Amendments: Waivers. This Purchase Agreement may be amended or modified, and any of the terms, covenants, representations, warranties, or conditions hereof may be waived, only by a written instrument executed by the parties hereto, or in the case of a waiver, by the party waiving compliance. Any waiver by any party of any condition, or of the breach of any provision, term, covenant, representation, or warranty contained in this Purchase Agreement, in any one or more instances, shall not be deemed to be or construed as a further or continuing waiver of any condition or of the breach of any other provision, term, covenant, representation, or warranty of this Purchase Agreement. Section 13.09. Parties in Interest. Nothing in this Purchase Agreement is intended to confer any rights or remedies under or by reason of this Purchase Agreement on any Person other than the Seller, REI and the Qualified Designees and their respective successors and permitted assigns. The Qualified Designees are hereby expressly made third party beneficiaries of this Purchase Agreement. Section 13.10. Successors and Assigns. No party hereto shall assign or delegate this Purchase Agreement or any rights or obligations hereunder without the prior written consent of the other parties hereto, and any attempted assignment or delegation without prior written consent shall be void and of no force or effect; provided, however, that REI may assign its rights and obligations hereunder to one or more Qualified Designees. This Purchase Agreement shall inure to the benefit of and shall be binding upon the successors and permitted assigns of the parties hereto. Section 13.11. Governing Law. This Purchase Agreement shall be construed and enforced in accordance with, and governed by, the laws of the State of New York applicable to contracts made and to be performed in such state. Section 13.12. Counterparts. This Purchase Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall together constitute the same instrument. Section 13.13. Subsequent Documentation. At any time and from time to time after the Closing Date, the Seller shall, upon the request of REI, and REI shall, upon the request of the Seller, promptly execute, acknowledge, and deliver, or cause to be executed, acknowledged, and delivered, such further instruments and other documents, and perform or cause to be performed such further acts, as may be reasonably required to evidence or effectuate the issuance, sale, and delivery hereunder of the Shares. Section 13.14. Specific Performance. Each of the parties agrees that damages for a breach of or default under this Purchase Agreement would be inadequate and that in addition to all other remedies available at law or in equity the parties and their successors and assigns shall be entitled to specific performance or injunctive relief, or both, in the event of a breach or a threatened breach of this Purchase Agreement. Section 13.15. Nonrecourse Provisions. Except in the case of fraud or other willful misconduct by any Trust Person, (a) Purchasers agree that, notwithstanding anything to the contrary in this Purchase Agreement or any other Transaction Document or under any applicable rule of law or equity, (i) the sole recourse of Purchasers under the Transaction Documents or otherwise with respect to the matters contemplated hereby or thereby shall be limited to the Seller and its assets and (ii) the Seller's obligations and liabilities under all Transaction Documents and otherwise in connection with the transactions contemplated therein shall be Nonrecourse to the Trustees and the beneficiaries, employees, advisors and agents of the Seller (collectively, "Trust Persons"). (b) "Nonrecourse" shall mean that the obligations and liabilities are limited in recourse solely to the Seller and the assets of the Seller (which shall not include any receivables due from or other rights against Trust Persons), and no Trust Person shall be directly or indirectly personally liable in any respect for any obligations or liability of the Seller under any Transaction Document or any transaction contemplated herein or therein. (c) Purchasers hereby covenant for themselves and their successors and assigns that they and their successors and assigns will not make any claim, or bring, commence, prosecute or maintain any action, either at law or equity, in any federal, state or local court of the United States or in any foreign court, against any Trust Person in respect of (i) the payment of any amount or the performance of any obligation under any Transaction Document, (ii) the satisfaction of any liability arising in connection with any such payment or obligation or otherwise, including without limitation, liability arising in law for tort (including, without limitation, for active and passive negligence and negligent misrepresentation), equity (including, without limitation, for indemnification and contribution) or contract (including, without limitation, monetary damages for the breach of representation or warranty or performance of any of the covenants or obligations contained in any Transaction Document or with the transactions contemplated herein or therein) or (iii) otherwise in respect of the transactions contemplated hereby; provided that this Section 13.15 shall not limit Purchasers from naming a Trust Person in any action against the Seller, solely for the purposes of enforcing the Seller's obligations under the Purchase Agreement or satisfying any liability of Seller referred to in clauses (i) and (ii) of this Section 13.15(c). (The remainder of this page intentionally left blank.) SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT IN WITNESS WHEREOF, the parties hereto have executed, or caused to be executed by their duly authorized representatives, this Purchase Agreement as of the date first above written. "PURCHASER" REINHOLD ENTERPRISES, INC. By: /s/ Matthew C. Hook ----------------------------------- Its: President ---------------------------------- "SELLER" KEENE CREDITORS TRUST By: /s/ Richard A. Lippe ----------------------------------- Richard A. Lippe, Trustee By: /s/ Archie R. Dykes ----------------------------------- Archie R. Dykes, Trustee By: /s/ John J. Robbins ----------------------------------- John J. Robbins, Trustee EX-3 4 EXHIBIT C FORM OF QUALIFIED DESIGNEE ASSIGNMENT AND ASSUMPTION AGREEMENT THIS QUALIFIED DESIGNEE ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Agreement") is made as of the ____ day of May, 1999 by and among REINHOLD ENTERPRISES, INC., an Indiana corporation ("REI"), ________________________ (the "Assignee") and KEENE CREDITORS TRUST (the "Seller"). Capitalized terms used but not defined in this Agreement shall have the meanings set forth in the Purchase Agreement (as defined below). RECITALS: A. REI and the Seller are parties to that certain Stock Purchase Agreement dated May ___, 1999 (the "Purchase Agreement") pursuant to which the Seller agreed to sell, and REI and/or certain Qualified Designees agreed to purchase, 997,475 Class B Common Shares of Reinhold Industries, Inc. (the "Company"). B. Upon execution of this Agreement, the Assignee shall for all purposes under the Purchase Agreement be a Qualified Designee within the meaning of the Purchase Agreement. AGREEMENT: In consideration of the terms and conditions contained herein and in the Purchase Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Assignment. REI hereby transfers and assigns to the Assignee its right to purchase [______________] Shares pursuant to the Purchase Agreement and further transfers and assigns to the Assignee, pro rata with the other Qualified Designees identified on Schedule 1 attached hereto, all other right, title and interest of REI in, to and under the Purchase Agreement. 2. Assumption. The Assignee hereby agrees to purchase [_______] Shares pursuant to the Purchase Agreement and accepts and, severally (but not jointly) to the extent of the Assignee's pro rata interest in the Purchase Agreement, assumes and agrees to be bound by REI's (and, where applicable, Purchaser's) obligations under the Purchase Agreement except that the Assignee does not assume the obligations of REI under Article XII of the Purchase Agreement. The parties hereby acknowledge and agree that the obligations of REI under Article XII of the Purchase Agreement shall remain obligations solely of REI. 3. Representations and Warranties of the Assignee. The Assignee hereby severally (and not jointly) and to the extent of the Assignee's pro rata interest in the Purchase Agreement represents and warrants to the Seller as follows: [a. Organization; Good Standing; Qualification; and Power. The Assignee is a company, organization, entity, account or plan duly organized, validly existing and, to the extent Assignee is a corporation or other entity, in good standing, under the laws of the State of its organization. The Assignee has all requisite power and authority and all governmental licenses, authorizations, consents and approvals to execute and deliver this Agreement and to consummate the transactions contemplated hereby.] [Bold representations shall only be given by Qualified Designees other than individuals.] b. Authority. [The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by the Assignee have been duly authorized by all necessary action on the part of the Assignee.] This Agreement constitutes a valid and legally binding obligation of the Assignee enforceable against the Assignee in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws affecting creditors' rights generally or by the principles governing the availability of equitable remedies. c. No Conflict or Violation. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and shall not: [(a) violate or conflict with the organizational documents of the Assignee;] (b) violate any provision of law or any order, judgment, or decree of any court or other governmental or regulatory authority applicable to the Assignee; or (c) result in a breach of, or constitute a default (or an event which, with notice or lapse of time or both would constitute a default) under, or give rise to any right of termination, cancellation or acceleration of, or result in the creation of any Lien upon any of the assets or properties of the Assignee under, any loan agreement, mortgage, security agreement, indenture, or other agreement or instrument to which the Assignee is a party or by which the Assignee is bound or to which any of its properties or assets is subject or prohibit the Assignee from consummating the purchase and sale of the Shares as contemplated hereby. d. No Consent. No authorization, consent, approval, exemption, or other action by or notice to or filing with any court or administrative or governmental body or any third party is required to permit the Assignee to execute and deliver this Agreement, to consummate the transactions contemplated by this Agreement or to comply with and fulfill the terms and conditions of this Agreement. e. Securities Matters. The Assignee understands that the offering and sale of the Shares under the Purchase Agreement is intended to be exempt from the registration requirements of the Securities Act. The Shares are being acquired by the Assignee for its own account and without a view to the public distribution of the Shares or any interest therein. The Assignee is an "accredited investor" as such term is defined in Regulation D promulgated under the Securities Act. The Assignee is not a broker-dealer subject to Regulation T promulgated by the Board of Governors of the Federal Reserve System. The Assignee has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Shares, and the Assignee is capable of bearing the economic risks of such investment, including a complete loss of its investment in the Shares. In evaluating the suitability of an investment in the Shares, the Assignee has relied upon the representations, warranties, covenants and agreements made by the Seller in the Purchase Agreement and on such other information regarding the Company sufficient to allow the Assignee to make an informed decision regarding purchase of the Shares. The Assignee has not relied upon any other representations or other information (whether oral or written and including any estimates, projections or supplemental data) made or supplied by or on behalf of Seller, the Company or any Affiliate, employee, agent or other representative of Seller or the Company other than as contemplated by this Section 3.e. The Assignee acknowledges that Seller has no responsibility for any information furnished to it other than as set forth in the representations and warranties made by Seller in the Purchase Agreement. The Assignee understands and agrees that it may not sell or dispose of any of the Shares other than pursuant to a registered offering or in a transaction exempt from the registration requirements of the Securities Act and that the Shares will bear an appropriate legend to that effect. f. Brokers or Finders Commissions. No broker's or finder's fee or commission or investment banking fee has been or will be payable, or asserted to be payable by any of the Assignee, the Seller, the Company or the Subsidiary with respect to the purchase of the Shares from the Seller or the transactions contemplated by this Agreement as a result of any agreement entered into by the Assignee. g. Financial Condition. The Assignee has sufficient liquidity and financial condition to consummate the purchase of the Shares at Closing. h. EXCLUSIVITY OF REPRESENTATIONS. THE REPRESENTATIONS AND WARRANTIES MADE BY THE ASSIGNEE IN THIS AGREEMENT ARE IN LIEU OF AND ARE EXCLUSIVE OF ALL OTHER REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES. THE ASSIGNEE HEREBY DISCLAIMS ANY SUCH OTHER OR IMPLIED REPRESENTATIONS OR WARRANTIES, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO SELLER OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION. 4. Indemnification by the Assignee. The Assignee shall indemnify and hold harmless the Seller from and against any and all Indemnity Losses which the Seller may suffer, incur or become subject to as a result of or in connection with (a) any breach of any representation or warranty made by the Assignee in this Agreement and (b) any and all suits, actions, investigations, proceedings, demands, assessments, audits, and judgments arising out of any of the foregoing. The obligations of the Assignee pursuant to the foregoing sentence shall be several (and not joint) with the other Qualified Designees and to the extent of the Assignee's pro rata interest in the Purchase Agreement. Indemnification of the Seller by the Assignee shall be pursuant to the terms, conditions and limitations contained in Sections 12.03, 12.04, 12.06, 12.07 and 12.08 of the Purchase Agreement (except that the reference to Article VI in Section 12.08 shall be deemed to refer to Section 3 hereof). The representations and warranties of the Assignee contained in this Agreement shall survive the Closing indefinitely. 5. Obligations of the Seller. Seller hereby acknowledges the assignment and assumption of the rights and obligations of REI under the Purchase Agreement by the Assignee. Seller further acknowledges and affirms that the representations, warranties, covenants and agreements of Seller contained in the Purchase Agreement, including without limitation, the obligation to indemnify the REI Indemnified Parties shall inure to the benefit of the Assignee to the same extent as though the Assignee were a party to the Purchase Agreement. 6. Stock Price Adjustment. If, on the third anniversary of the date of this Agreement, the Market Value per Share of the Class A Common Stock of the Company is less than Eleven and 50/100 Dollars ($11.50) (the amount of any such deficiency as of such date being referred to as the "Stock Price Deficiency"), then no later than 15 Business Days thereafter and as additional consideration for the Shares, the Qualified Designee shall pay in cash to the Seller its pro rata portion of an amount equal to (a) 22,525, multiplied by (b) the Stock Price Deficiency. Notwithstanding the above, the Qualified Designee shall have the right to assign its obligations under this Section to a corporation, partnership or other entity with the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed, and upon the assumption of the obligations by such corporation, partnership or other entity, the Qualified Designee shall be released from its obligations under this Section. For purposes of this Section, "Market Value per Share" shall mean the average trading price of one share of Class A Common Stock of the Company over the 20 trading days ending on the third anniversary of the date of this Agreement as quoted in the National Quotation Bureau Pink Sheets or on such exchange or in such interdealer quotation system or other trading market as the Class A Common Stock of the Company is then quoted. For purposes of this Agreement, "pro rata" shall mean the ratio (expressed as a percentage) that the number of Shares purchased by the Qualified Designee hereunder bears to the total number of Shares purchased by all Qualified Designees (as set forth on Schedule 1 attached hereto) at the Closing. 7. Miscellaneous. a. Each party hereto shall be responsible for the fees and expenses of its accountants, attorneys and advisors and any other costs and expenses incurred by it in the negotiations and consummation of the transactions contemplated by this Agreement. b. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (a) on the date of service if served personally on the party to whom notice is to be given, (b) on the day of transmission if sent via facsimile transmission to the facsimile number given below, provided that telephonic confirmation of receipt is obtained promptly after completion of transmission, (c) on the day after delivery to a nationally recognized overnight courier service or the Express Mail service maintained by the United States Postal Service, or (d) on the fifth (5th) day after mailing, if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, and addressed as follows: If to Seller, to: Keene Creditors Trust The Chancery 190 Willis Avenue Mineola, New York 11501 Tel. No. (516) 873-1412 Fax No. (516) 873-1092 With a copy to: Ed Kaufmann, Esq. Hughes Hubbard & Reed, LLP One Battery Place Plaza New York, New York 10004 Tel. No. (212) 837-6000 Fax No. (212) 422-4726 which copy alone shall not constitute notice for the purposes of this Purchase Agreement. If to REI, to: Reinhold Enterprises, Inc. c/o Hammond Kennedy Whitney & Company, Inc. 8888 Keystone Crossing, Suite 690 Indianapolis, Indiana 46240 Attention: Glenn Scolnik Tel. No. (317) 574-6900 Fax. No. (317) 574-7515 With a copy to: Stephen J. Hackman, Esq. Ice Miller Donadio & Ryan One American Square, Box 82001 Indianapolis, Indiana 46282 Tel. No. (317) 236-2100 Fax. No. (317) 236-2219 which copy alone shall not constitute notice for the purposes of this Purchase Agreement. If to the Assignee, to the address and/or fax number set forth below such Assignee's signature below. Any party may change its address for the purpose of this Section 6.b. by giving the other parties written notice of its new address in the manner set forth above. c. The section and paragraph headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. d. If any provision of this Agreement is declared by any court or other governmental body to be null, void, or unenforceable, this Agreement shall be construed so that the provision at issue shall survive to the extent it is not so declared and that all of the other provisions of this Agreement shall remain in full force and effect. e. This Agreement and the Transaction Documents (and the schedules hereto and thereto) contain the entire understanding among the parties hereto with respect to the transactions contemplated hereby and thereby and supersede and replace all prior and contemporaneous agreements, understandings, representations or warranties, oral or written, with regard to those transactions. All Schedules hereto are expressly made a part of this Agreement as fully as though completely set forth herein. f. This Agreement may be amended or modified, and any of the terms, covenants, representations, warranties, or conditions hereof may be waived, only by a written instrument executed by the parties hereto, or in the case of a waiver, by the party waiving compliance. Any waiver by any party of any condition, or of the breach of any provision, term, covenant, representation, or warranty contained in this Agreement, in any one or more instances, shall not be deemed to be or construed as a further or continuing waiver of any condition or of the breach of any other provision, term, covenant, representation, or warranty of this Agreement. g. Nothing in this Agreement is intended to confer any rights or remedies under or by reason of this Agreement on any Person other than the Seller, REI and the Assignee and their respective successors and permitted assigns. h. Except as contemplated by Section 6 above, no party hereto shall assign or delegate this Agreement or any rights or obligations hereunder without the prior written consent of the other parties hereto, and any attempted assignment or delegation without prior written consent shall be void and of no force or effect. This Agreement shall inure to the benefit of and shall be binding upon the successors and permitted assigns of the parties hereto. i. This Agreement shall be construed and enforced in accordance with, and governed by, the laws of the State of New York applicable to contracts made and to be performed in such state. j. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall together constitute the same instrument. k. Assignee hereby appoints REI as its authorized representative for purposes of executing and delivering the receipt specified in Section 3.03(d) of the Purchase Agreement and hereby authorizes and directs REI to deliver such receipt upon Seller's delivery and REI's receipt of the items described in Section 3.02 of the Purchase Agreement. [Signatures follow next page.] IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first written above. "REI" REINHOLD ENTERPRISES, INC. By:______________________________________ Its:______________________________________ "SELLER" KEENE CREDITORS TRUST By:______________________________________ Richard A. Lippe, Trustee By:______________________________________ Archie R. Dykes, Trustee By:______________________________________ John J. Robbins, Trustee "ASSIGNEE" ----------------------------------------- Address: --------------------------------- ----------------------------------------- ----------------------------------------- Telephone No. ( ) --------------------------- Fax No. ( ) --------------------------------- SCHEDULE 1 Other Qualified Designees Qualified Designee Number of Shares EX-4 5 EXHIBIT D STOCKHOLDERS AGREEMENT This Stockholders Agreement (the "Agreement") is entered into this 21st day of May, 1999, among the Persons identified as "Stockholders" on the signature pages of this Agreement and any other person who hereafter becomes a holder of Participating Common Stock (as defined in Section 12) and who becomes a party to this Agreement (hereinafter sometimes each referred to as a "Stockholder" and collectively as "Stockholders"). Preliminary Statements 1. The authorized capital stock of Reinhold Industries, Inc., a Delaware corporation (the "Company"), consists of 1,480,000 shares of Class A Common Stock, par value $0.01 per share, and 1,020,000 shares of Class B Common Stock, par value $0.01 per share. There are 978,956 shares of Class A Common Stock outstanding on the date of this Agreement, which are held by various stockholders. All of the shares of Class B Common Stock are outstanding and are held by Keene Creditors Trust (the "Trust"). 2. Pursuant to a certain Stock Purchase Agreement dated May 18, 1999 (the "Purchase Agreement"), the Trust agreed to sell to Reinhold Enterprises, Inc. ("REI") or its Qualified Designees 997,475 shares of Class B Common Stock of the Company. 3. The Stockholders are the Qualified Designees under the Purchase Agreement, and each has agreed to purchase that number of shares of Participating Common Stock set forth on Schedule 1 hereto. 4. Pursuant to the Certificate of Incorporation of the Company, upon the sale of the Class B Common Stock pursuant to the Purchase Agreement, each share of the Class B Common Stock will convert into Class A Common Stock without further action of the holders. 5. The Stockholders hereby agree to certain terms and conditions relevant to the transfer of the Participating Common Stock as set forth in this Agreement. Terms and Conditions In consideration of the mutual covenants and agreements contained in this Agreement, and intending to be legally bound, the parties agree as set forth herein. Capitalized terms have the meanings set forth in Section 12 or as otherwise defined in this Agreement or the Purchase Agreement. Section 1. [Reserved]. Section 2. Restrictions on Transfer. (a) None of the Stockholders shall, directly or indirectly, offer, sell, transfer or dispose of any Participating Common Stock without offering the Remaining Stockholders the right of first refusal in the manner provided in Section 3, except (i) to another Stockholder, provided the Participating Common Stock so disposed of continues to be subject to this Agreement, (ii) for gifts or bequests to any person or distributions from a trust to the beneficiaries thereof, provided that (A) the transferor shall have obtained and delivered to the Company the recipient's agreement in a written instrument to be bound by the provisions of this Agreement applicable to the Stockholders and (B) the recipient shall be deemed to be a Stockholder for all purposes of this Agreement, (iii) for sales or exchanges pursuant to mergers, tender offers or similar transactions which the Board of Directors of the Company either approves or does not oppose, and (iv) for sales or other dispositions approved in advance by a majority of the Board of Directors of the Company. (b) Notwithstanding any other provision contained in this Agreement, on or prior to the third anniversary of the date of this Agreement, no Stockholder shall (i) acquire any additional shares of Common Stock of the Company (other than by way of stock dividends, stock splits or other distributions made to all stockholders of the Company pro rata) or (ii) offer, sell, transfer or dispose of any Participating Common Stock if such offer, sale, transfer or disposition would trigger the net operating loss limitations of Internal Revenue Code Section 382 with respect to the Company. (c) No sale or transfer (as defined in Section 12 of this Agreement) of any of the Participating Common Stock shall be valid (and the Stockholders shall cause the Company not to take any action to implement, acknowledge or record any transfer of Participating Common Stock) unless the Stockholder holding the Participating Common Stock has complied with the terms and conditions of this Agreement prior to the sale or transfer. Section 3. Conditions to Transfer by the Stockholders. (a) Except as provided in Section 2(a), prior to the transfer of Participating Common Stock by a Stockholder, the transferring Stockholder shall first notify the Remaining Stockholders in writing at least 30 days in advance of the intended transfer. The notice shall contain all of the terms of the proposed transfer, including, without limitation and to the extent available, the name and address of the prospective transferee, the purchase price and other terms and conditions of payment (or the minimum purchase price or basis for determining the minimum purchase price and minimum acceptable other terms and conditions), the date on or about which the transfer is to be made, the number of shares of Participating Common Stock to be transferred (the "Offered Shares"), and the percentage of the Stockholder's total holdings of the Participating Common Stock that those shares represent (the "Stockholder's Notice"). (b) Except as provided in Section 3(g), within 15 days after receipt of the Stockholder's Notice each Remaining Stockholder shall be entitled to purchase from the transferring Stockholder a number of the Offered Shares which number shall not exceed such Remaining Stockholder's pro rata share of the Offered Shares and may notify the transferring Stockholder and the other Remaining Stockholders (an "Initial Purchase Notice") that the Remaining Stockholder will purchase on the same terms set forth in the Stockholder's Notice up to his pro rata share of the Offered Shares. For purposes of this Section, "pro rata share" of the Offered Shares shall be determined by the ratio (expressed as a percentage) that the number of shares of Participating Common Stock held by the Remaining Stockholder bears to the total number of shares of Participating Common Stock held by all of the Remaining Stockholders. (c) If any of the Remaining Stockholders fails to deliver an Initial Purchase Notice as provided above or delivers an Initial Purchase Notice but does not elect to purchase his full pro rata share, any other Remaining Stockholder may, within ten days after expiration of the Initial Purchase Period, notify the transferring Stockholder and the other Remaining Stockholders (a "Secondary Purchase Notice") that such other Remaining Stockholder will purchase all or any portion of the Offered Shares that were not the subject of an Initial Purchase Notice on the same terms set forth in the Stockholder's Notice. (d) If more than one Remaining Stockholder delivers a Secondary Purchase Notice to the transferring Stockholder and the other Remaining Stockholders, each Remaining Stockholder desiring to purchase the Offered Shares shall be entitled to purchase a number of such shares equal to the product of (i) the total number of Offered Shares (as set forth in the Stockholder's Notice), multiplied by (ii) the ratio (expressed as a percentage) that the number of shares of Participating Common Stock held by the Remaining Stockholder bear to the total number of shares of Participating Common Stock held by all of the Remaining Stockholders who have elected to purchase Offered Shares pursuant to a Secondary Purchase Notice. Each Initial Purchase Notice and the Secondary Purchase Notice pursuant to this Section 3 when taken together with the Stockholder's Notice shall constitute a legal, valid, binding and enforceable contract between the transferring Stockholder and the Remaining Stockholder(s) on the terms and conditions set forth therein. (e) Except as provided in Section 3(g), after compliance with the terms of this Section 3 and subject to the terms of Section 4, the transferring Stockholder may transfer such Stockholder's Participating Common Stock, but only on the same terms and conditions as those contained in the Stockholder's Notice. If the sale to the third party is not consummated at the time and on substantially the same terms as set forth in the Stockholder's Notice, or if the terms of the sale are materially altered, then the Offered Shares shall once again be subject to the right of first refusal set forth in this Section 3. (f) Except as provided in Section 3(g), all Participating Common Stock transferred to any Person pursuant to Section 3(e) shall remain subject to the restrictions set forth in Section 2(b) of this Agreement, and each transferee shall have agreed in writing to be bound by the restrictions set forth in Section 2(b) as though such transferee were a Stockholder hereunder. (g) Notwithstanding the above, the terms of Sections 3(b) through 3(f) shall not apply in the event of sales of Participating Common Stock in a registered public offering effected pursuant to the terms of the Registration Rights Agreement. Section 4. Co-Sale Rights. (a) Upon delivery of a Stockholder's Notice proposing to effect a sale or transfer of shares of Participating Common Stock to a person other than a Stockholder, each Remaining Stockholder (including any Remaining Stockholder who fails to exercise the right of first refusal pursuant to Section 3) shall have the option to participate in such sale in the manner hereinafter set forth. (b) To exercise the option, a Remaining Stockholder shall give a written notice of election to the transferring Stockholder within five days after the expiration of the period within which the right of first refusal described in Section 3 is to be exercised. All Remaining Stockholders who timely give such notice (the "Co-Selling Stockholders"), shall have the right to sell their Participating Common Stock to the proposed purchaser upon the same terms and conditions specified in the Stockholder's Notice pro rata with the transferring Stockholder according to the ratio of the number of shares of Participating Common Stock owned by such Co-Selling Stockholder to the total number of shares of Participating Common Stock owned by all Stockholders whose shares are to be sold. The number of shares of Participating Common Stock to be sold by the transferring Stockholder shall be reduced by the number of such shares the Co-Selling Stockholders elect to so sell. Each Co-Selling Stockholder shall bear his pro rata share of the expenses incident to such sale. (c) No Co-Selling Stockholder shall be required to make any representation or warranty in connection with the sale or transfer of Participating Common Stock pursuant to this Section 4 other than as to the Co-Selling Stockholder's ownership and authority to sell the Participating Common Stock proposed to be sold by him free of liens, claims and encumbrances, but each Co-Selling Stockholder shall be required to bear his proportionate share of any liability for indemnity obligations up to but in no event in excess of the net proceeds received by the Co-Selling Stockholder for the Participating Common Stock sold by him pursuant to this Section 4. (d) Failure by the Remaining Stockholders to exercise the option within the five- day period shall be deemed a declination of any right to participate in such sale, provided that such sale is completed within 120 days of the expiration of such five-day period at a price and on terms and conditions substantially similar to those set forth in the Stockholder's Notice. If the sale to the third party is not consummated within such period or if the terms of sale are materially altered, then the Remaining Stockholders must be given another opportunity to participate pursuant to the provisions of this Section 4. (e) Notwithstanding the foregoing, the co-sale rights of the Stockholders shall not apply in the event of an offer, sale or transfer of Participating Common Stock held by the personal representative or estate of any Stockholder to the extent that the Participating Common Stock is being offered, sold or transferred to a third party in order to obtain funds to pay federal or state taxes on behalf of the estate; provided that the personal representative or estate shall have obtained the recipient's agreement in a written instrument to be bound by the provisions of the Agreement and the recipient shall be deemed to be a Stockholder for all purposes of this Agreement. (f) Notwithstanding the above, the terms of this Section 4 shall not apply to sales of Participating Common Stock in a registered public offering effected pursuant to the Registration Rights Agreement if co-sale of the Co-Selling Stockholders' Participating Common Stock is not permitted by the Registration Rights Agreement or by the Company. Section 5. Term. This Agreement shall be effective as of the date first written above and will terminate on the date on which the Stockholders or their permitted assigns cease to hold the Participating Common Stock. Section 6. Parties Bound by Agreement. All of the terms and provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective personal representatives, heirs, successors and assigns, including, without limitation, all subsequent holders of securities who become bound by the terms of this Agreement. Section 7. Endorsement on Stock Certificates. A copy of this Agreement shall be delivered to the Company to be kept on file at its registered office, and all certificates representing Participating Common Stock will be endorsed conspicuously as follows: The shares of Common Stock represented by this certificate are subject to, and transferable only in accordance with, a Stockholders Agreement, dated as of May 21, 1999, a copy of which agreement is on file with the Secretary of the Company at its registered office. Section 8. [Reserved]. Section 9. Enforcement. The parties agree that there will be irreparable damage if this Agreement is not specifically enforced or if a breach or anticipated breach is not enjoined. If any Person who is required by this Agreement to perform an act refuses to perform that act, one or more of the parties to this Agreement may institute and maintain proceedings to compel the specific performance of this Agreement by the Person in default. In addition, if any Person breaches this Agreement or if a breach is reasonably anticipated, one or more parties to this Agreement may institute and maintain proceedings to enjoin any breach or anticipated breach, or to compel specific performance of this Agreement, and may obtain an injunction against a breach or reasonably anticipated breach. Section 10. Applicable Law and Choice of Forum. The parties affirm that this Agreement has been entered into in the State of Indiana and will be governed by and construed in accordance with the laws of the State of Indiana, notwithstanding any state's choice of law rules to the contrary. Further, the parties expressly agree that any and all actions concerning any dispute arising under this Agreement will be filed and maintained only in a state or federal court sitting in the State of Indiana, and each party consents and submits to the jurisdiction of that state or federal court. Section 11. Notices. All notices hereunder will be in writing and will be deemed to have been duly given if delivered in person, if mailed by first class certified or registered mail, postage prepaid, or if sent by expedited courier service, shipping billed to shipper, not later than the day upon which notice is required or desired to be given pursuant to this Agreement, addressed as follows: (a) If to a Stockholder, to the address last shown on the records of the Company. (b) If to the legal representative, heirs, or legatees of the Stockholder, to the address, if any, provided to the Company with the tender of the Participating Common Stock for transfer as specified in Section 3. By giving notice in writing to the Secretary, a Stockholder may change the address to which notice to him, her or it should thereafter be sent. Section 12. Definitions. In this Agreement, the following words have the meanings specified below: (a) The term "Participating Common Stock" shall mean and include all shares of the Company's Common Stock (regardless of class) owned by any Stockholder from time to time, including without limitation any such shares so owned on the date of this Agreement, any such shares acquired from the Trust pursuant to the Purchase Agreement and any such shares acquired after the date of this Agreement. All Company shares acquired by a Stockholder after the date of this Agreement shall be deemed to be Participating Common Stock upon acquisition unless such shares are acquired in the open market in a transaction that is otherwise permitted by this Agreement. (b) The term "Person" includes, but is not limited to, an individual or fiduciary, a trust, an estate, a partnership, an association, a company, and any similar entity. (c) The term "Remaining Stockholders" with respect to any Stockholder's Notice delivered in accordance with Section 3 means the Stockholder or Stockholders who have not delivered such Stockholder's Notice proposing to sell or transfer shares of Participating Common Stock pursuant to the terms of this Agreement. (d) The term "Secretary" means the Secretary of the Company. (e) Except as set forth in the next sentence, the terms "sale," "sell," "transfer" and the like shall include any assignment, transfer or other disposition, with or without consideration, to any Person for any purpose. The terms "sale," "sell," "transfer" and the like shall not include a transfer of Participating Common Stock to (i) the spouse or any parent, child, grandchild or sibling of the transferring Stockholder or (ii) a trust established for the benefit of one of the Persons specified in subparagraph (i); provided, however, the transfer shall be exempt from the provisions of this Agreement only if all transferees (and in the case of a minor the Person(s) holding the shares for the benefit of the minor and who can make a binding obligation with respect to the Participating Common Stock transferred to the minor) agree in writing prior to the transfer to be bound by the terms and conditions of this Agreement as an additional "Stockholder." (f) The term "Registration Rights Agreement" means that certain Registration Rights Agreement dated July 31, 1996 between the Company and Keene Creditors Trust. Section 13. Severability. The invalidity or unenforceability of any particular provision of this Agreement will not affect the other provisions of this Agreement, and this Agreement will be construed in all respects as if the invalid or unenforceable provisions were omitted. Section 14. Modification. No change or modification of this Agreement will be valid unless it is in writing and duly executed by all the parties, or their successors and assigns; provided, that a permitted subsequent holder of securities may become bound by the terms of this Agreement pursuant to a written instrument signed by such holder without the signature of the other parties hereto. Section 15. No Waiver. The failure of any party to insist upon the performance of any provision of this Agreement or to pursue any right under this Agreement will not be deemed a waiver of that or any other provision or the relinquishment of any right. Section 16. Gender. Reference to or the use of terms herein relating to gender, whether male, female or neutral, will not be construed so as to limit the applicability of the terms or conditions of this Agreement to such gender or genders. Section 17. Counterparts. This Agreement may be executed in multiple counterparts, each of which will be considered an original. Only one counterpart of this Agreement executed by the party against which it would be enforced need be provided to evidence this Agreement. One counterpart will be delivered to each Stockholder and one to the Company. Section 18. Costs. Each Stockholder agrees to pay his pro rata share of the fees and expenses of Ice Miller Donadio & Ryan and Flackman, Goodman & Potter associated with purchase by the Stockholders from the Trust of Participating Common Stock pursuant to the Purchase Agreement. Section 19. No Third Party Beneficiaries. The provisions of this Agreement are not intended to, and shall not, benefit any Person other than the parties to this Agreement, and the provisions hereof are not intended to, and shall not create any third party beneficiary right in any Person. [Signatures follow next page.] The parties have signed this Agreement on the date first above written. "STOCKHOLDERS" MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: /s/ Richard C. Morrison ------------------------------------- Printed: Richard C. Morrison -------------------------------- Title: Managing Director ---------------------------------- MASSMUTUAL HIGH YIELD PARTNERS II LLC by HYP Management, Inc., as Managing Member By: /s/ Richard C. Morrison ------------------------------------- Printed: Richard C. Morrison -------------------------------- Title: Vice President ---------------------------------- MASSMUTUAL CORPORATE VALUE PARTNERS LIMITED by Massachusetts Mutual Life Insurance Company, its Investment Manager By: /s/ Richard C. Morrison ------------------------------------- Printed: Richard C. Morrison -------------------------------- Title: Managing Director ---------------------------------- /s/ Andrew McNally, IV ---------------------------------------- Andrew McNally, IV /s/ Ward McNally ---------------------------------------- Ward S. McNally ANDREW MANAGEMENT, IV, L.P. By: /s/ Andrew McNally IV ------------------------------------- Printed: Andrew McNally IV -------------------------------- Title: General Partner ---------------------------------- BJR MANAGEMENT IV, L.P. By: /s/ Betsy M. Ravenel ------------------------------------- Printed: Betsy M. Ravenel -------------------------------- Title: General Partner ---------------------------------- ECM MANAGEMENT, L.P. By: /s/ Edward C. McNally ------------------------------------- Printed: Edward C. McNally -------------------------------- Title: General Partner ---------------------------------- GLENN SCOLNIK, TRUSTEE FOR THE GLENN SCOLNIK MONEY PURCHASE PLAN FOR BENEFIT OF GLENN SCOLNIK ACT. #OZJ-R47960-80 By: /s/ Glenn Scolnik ------------------------------------- Glenn Scolnik, Trustee RALPH R. WHITNEY, JR. TRUSTEE FOR THE RALPH R. WHITNEY, JR. MPP FBO RALPH R. WHITNEY, JR. TCM-RO9603 By: /s/ Ralph R. Whitney, Jr. ------------------------------------- Ralph R. Whitney, Jr., Trustee FORREST E. CRISMAN, JR. TRUSTEE FOR FORREST E. CRISMAN, JR. PS PLAN DATED 12/28/89 By: /s/ Forrest E. Crisman, Jr. ------------------------------------- Forrest E. Crisman, Jr., Trustee SCHEDULE 1
STOCKHOLDER NUMBER OF SHARES PURCHASED - ----------- -------------------------- Massachusetts Mutual Life Insurance Company 314,205 MassMutual High Yield Partners II LLC 314,204 MassMutual Corporate Value Partners Limited 119,697 Andrew McNally, IV 14,599 Ward S. McNally 10,869 Andrew Management IV, L.P. 46,737 BJR Management, L.P. 23,368 ECM Management, L.P. 23,368 Glenn Scolnik, trustee for the Glenn Scolnik Money Purchase Plan for benefit of Glenn Scolnik Act. #OZJ-R47960-80 43,476 Ralph R. Whitney, Jr. Trustee for the Ralph R. Whitney, Jr. MPP FBO Ralph R. Whitney, Jr. TCM-RO9603 43,476 Forrest E. Crisman, Jr., Trustee for Forrest E. Crisman, Jr. PS Plan dated 12/28/89 43,476 ------- TOTAL 997,475 =======
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