SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
===============================================================================
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 23) (1)
Katy Industries, Inc.
(Name of Issuer)
Common Stock, One Dollar ($1.00) par value
(Title of Class of Securities)
486026107
(CUSIP Number)
Jonathan P. Johnson
President
CRL, Inc.
6300 S. Syracuse Way, Suite 300
Englewood, CO 80111
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 29, 2001
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [_].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934, as amended (the "Act"), or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
(Continued on following pages)
CUSIP No. 486026107 13D Page 2 of 15 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Wallace E. Carroll, Jr.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
-----
(b) X
3 SEC USE ONLY -----
4 SOURCE OF FUNDS*
Not applicable
5 CHECK NOT APPLICABLE BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION -----
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7 SOLE VOTING POWER 192,239
8 SHARED VOTING POWER 2,930,920
9 SOLE DISPOSITIVE POWER 192,239
10 SHARED DISPOSITIVE POWER 2,930,290
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,122,529
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ---------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 35.2%
14 TYPE OF REPORTING PERSON* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
2
CUSIP No. 486026107 13D Page 3 of 15 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Amelia M. Carroll
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
-----
(b) X
3 SEC USE ONLY -----
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION -----
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7 SOLE VOTING POWER 18,729
8 SHARED VOTING POWER 3,129,800
9 SOLE DISPOSITIVE POWER 18,729
10 SHARED DISPOSITIVE POWER 3,129,800
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,148,529
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ---------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 35.5%
14 TYPE OF REPORTING PERSON* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
3
CUSIP No. 486026107 13D Page 4 of 15 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Wallace E. Carroll Trust U/A Dated 7/1/57
F/B/O Wallace E. Carroll, Jr. and his descendants
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
-----
(b) X
3 SEC USE ONLY -----
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION -----
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7 SOLE VOTING POWER 2,151
8 SHARED VOTING POWER 2,073,436
9 SOLE DISPOSITIVE POWER 2,151
10 SHARED DISPOSITIVE POWER 2,073,436
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,075,587
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ---------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.3%
14 TYPE OF REPORTING PERSON* OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
4
CUSIP No. 486026107 13D Page 5 of 15 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Wallace E. and Lelia H. Carroll Trust U/A Dated 5/1/58
F/B/O Wallace E. Carroll, Jr. and his descendants
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
-----
(b) x
3 SEC USE ONLY -----
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION -----
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7 SOLE VOTING POWER 603,000
8 SHARED VOTING POWER 2,073,436
9 SOLE DISPOSITIVE POWER 603,000
10 SHARED DISPOSITIVE POWER 2,073,436
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,676,436
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ---------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.1%
14 TYPE OF REPORTING PERSON* OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
5
CUSIP No. 486026107 13D Page 6 of 15 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Wallace E. Carroll Trust U/A Dated 1/20/61
F/B/O Wallace E. Carroll, Jr. and his descendants
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
-----
(b) x
3 SEC USE ONLY -----
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION -----
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7 SOLE VOTING POWER 11,881
8 SHARED VOTING POWER -0-
9 SOLE DISPOSITIVE POWER 11,881
10 SHARED DISPOSITIVE POWER -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,881
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ---------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14 TYPE OF REPORTING PERSON* OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
6
CUSIP No. 486026107 13D Page 7 of 15 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Lelia H. Carroll Trust U/A Dated 7/12/62
F/B/O Wallace E. Carroll, Jr. and his descendants
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
-----
(b) x
3 SEC USE ONLY -----
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION -----
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7 SOLE VOTING POWER 180,661
8 SHARED VOTING POWER -0-
9 SOLE DISPOSITIVE POWER 180,661
10 SHARED DISPOSITIVE POWER -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 180,661
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ---------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.0%
14 TYPE OF REPORTING PERSON* OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
7
CUSIP No. 486026107 13D Page 8 of 15 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Subtrusts under The Wallace E. Carroll, Jr. Trust #2 U/A
Dated 12/30/76
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
-----
(b) x
3 SEC USE ONLY -----
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION -----
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7 SOLE VOTING POWER 762
8 SHARED VOTING POWER -0-
9 SOLE DISPOSITIVE POWER 762
10 SHARED DISPOSITIVE POWER -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 762
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ---------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14 TYPE OF REPORTING PERSON* OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
8
CUSIP No. 486026107 13D Page 9 of 15 Pages
1 NAMES OF REPORTING PERSONS
CRL, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
-----
(b) x
3 SEC USE ONLY -----
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION -----
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7 SOLE VOTING POWER 2,073,436
8 SHARED VOTING POWER -0-
9 SOLE DISPOSITIVE POWER 2,073,436
10 SHARED DISPOSITIVE POWER -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,073,436
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ---------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.3%
14 TYPE OF REPORTING PERSON* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
9
CUSIP No. 486026107 13D Page 10 of 15 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Wallace Foundation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
-----
(b) x
3 SEC USE ONLY -----
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION -----
Colorado
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7 SOLE VOTING POWER 32,910
8 SHARED VOTING POWER -0-
9 SOLE DISPOSITIVE POWER 32,910
10 SHARED DISPOSITIVE POWER -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,910
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ---------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14 TYPE OF REPORTING PERSON* OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
10
CUSIP No. 486026107 13D Page 11 of 15 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Subtrusts under The Wallace E. Carroll Trust U/A dated 12/20/79
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
-----
(b) x
3 SEC USE ONLY -----
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION -----
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7 SOLE VOTING POWER 6,760
8 SHARED VOTING POWER -0-
9 SOLE DISPOSITIVE POWER 6,760
10 SHARED DISPOSITIVE POWER -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,760
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ---------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14 TYPE OF REPORTING PERSON* OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
11
AMENDMENT NO. 23
TO SCHEDULE 13D
Item 1. Security and Issuer
This amended statement relates to the Common Stock, $1.00 par value per share
(the "Shares"), of Katy Industries, Inc., a Delaware corporation (the "Issuer").
This amended statement is being filed in accordance with Rule 101(a)(2)(i) of
Regulation S-T promulgated by the Securities and Exchange Commission in
connection with the Commission's Electronic Data Gathering, Analysis and
Retrieval System.
Item 2. Identity and Background.
This amended statement on Schedule 13D is jointly filed by Wallace E. Carroll,
Jr. ("WEC Jr."), Amelia M. Carroll ("AMC"), The Wallace E. Carroll Trust U/A
Dated 7/1/57 F/B/O Wallace E. Carroll, Jr. and his descendants, The Wallace E.
and Lelia H. Carroll Trust U/A Dated 5/1/58 F/B/O Wallace E. Carroll, Jr. and
his descendants (the "WEC Jr. '58 Trust"), The Wallace E. Carroll Trust U/A
Dated 1/20/61 F/B/O Wallace E. Carroll, Jr. and his descendants, The Lelia H.
Carroll Trust U/A Dated 7/12/62 F/B/O Wallace E. Carroll, Jr. and his
descendants, the Subtrusts under The Wallace E. Carroll, Jr. Trust Number 2 U/A
Dated 12/30/76 (the "WEC Jr. '76 Subtrusts Number 2"), CRL, Inc., a Delaware
corporation, The Wallace Foundation and the Subtrusts under The Wallace E.
Carroll Trust U/A dated 12/20/79 (the "79 Subtrusts") (collectively, the
"Reporting Persons").
Each of the Reporting Persons has previously filed a statement on Schedule 13D
reporting beneficial ownership of more than five percent (5%) of the class of
securities described in Item 1.
Item 3. Source of Funds
Not applicable
12
Item 4. Purpose of Transaction.
Item 4 is amended to add the following information in response to Items (a),
(b), (e), (e) and (g) of Schedule 13D. The Reporting Persons have no present
plans or proposals with respect to Items 4(c), (f), (h), (i) and (j) of Schedule
13D.
On March 29, 2001 Katy Industries, Inc. (the "Company")entered into a Preferred
Stock Purchase and Recapitalization Agreement (the "Recapitalization Agreement")
with KKTY Holding Company, LLC ("Purchaser), pursuant to which the Purchaser
will (i) make a cash tender offer (the "Tender Offer") to buy up to 2.5 million
Shares (or 29.8% of the outstanding Shares) at a price of $8.00 per Share and
(ii) buy from the Company 400,000 shares of newly issued Convertible Preferred
Stock (the "Preferred Shares") at $100 per share (equivalent to $8.00 per
underlying Share). If the Purchaser buys 2.5 million Shares as a result of the
Tender Offer and 400,000 Preferred Shares from the Issuer, it will have a
majority of the outstanding Shares (on a fully diluted basis excluding options).
The Reporting Persons entered into a Stock Voting and Tender Agreement with the
Purchaser, dated as of March 29, 2001 (the "Voting Agreement"), pursuant to
which the Reporting Persons must collectively tender at least 1.5 million Shares
to the Purchaser in connection with the Tender Offer. The Reporting Persons may
collectively elect to tender up to 3,100,529 Shares to the Purchaser in
connection with the Tender Offer, but the number of Shares tendered, and the
number of Shares actually sold by the Reporting Persons pursuant to the Tender
Offer, may vary based on (i) the proration of such tendered Shares in accordance
with the terms of the Recapitalization Agreement and the terms of the Tender
Offer, and (ii) the review by the Reporting Persons of market or other factors
that could lead the Reporting Persons to tender more or fewer Shares or to
withdraw all or part of the Shares in excess of the minimum (1.5 million Shares)
previously tendered by the Reporting Persons prior to the consummation of the
Tender Offer.
The Voting Agreement also requires the Reporting Persons, from March 29, 2001
until the earlier of the closing date under the Recapitalization Agreement or
the termination of the Voting Agreement (the "Voting Period"), to vote (or
caused to be voted), in aggregate, 2,500,000 of such Reporting Persons' Shares
in favor of any actions required to authorize and effect the transactions
contemplated by the Recapitalization Agreement, including, without limitation,
to vote (A) in favor of the election of all directors nominated by the Company's
board of directors, including each of the Purchaser's designees (unless the
matters referred to in (B) and (C) below shall not have been approved by the
Company's shareholders); (B) in favor of the approval and adoption of an
amendment to the Company's Certificate of Incorporation authorizing (1)
classification of the Company's board of directors into two classes with
staggered terms of office and (2) 600,000 Preferred Shares; (C) in favor of the
issuance of the Preferred Shares to the Purchaser and the issuance of the Shares
upon the conversion of the Preferred Shares; (D) against any action, transaction
or agreement that would result in a breach of any covenant, representation or
warranty or any obligation or agreement of the Company under the
Recapitalization Agreement or of such Reporting Person under the Voting
Agreement; and (E) except as otherwise agreed to in writing in advance by the
Purchaser, against the following actions (other than the transactions
contemplated by the Recapitalization Agreement): (1) any extraordinary corporate
transaction, such as a reorganization, recapitalization, merger, consolidation
or other business combination involving the Company; (2) a sale, lease or
transfer of a significant part of the assets of the Company, or a
reorganization, recapitalization, dissolution or liquidation of the Company; (3)
any change in the persons who constitute the board of directors of the Company;
(4) any change in the present capitalization of the Company or any amendment of
the Company's Certificate of Incorporation or By-laws other than the
authorization and adoption of an amendment to the Company's Certificate of
Incorporation authorizing (i) classification of the Company's board of
director's into two classes with staggered terms of office and (ii) 600,000 of
the Preferred Shares; (5) any other material change in the Company's corporate
structure or business; or (6) any other action involving the Company which is
intended, or could reasonably be expected, to impede, interfere with, delay,
postpone, or materially adversely affect the transactions contemplated by the
Recapitalization Agreement. During the Voting Period, each Reporting Person has
appointed the Purchaser its proxy and attorney-in-fact, with full
13
power of substitution and resubstitution, to vote, to act by written consent or
to request that the chairman or secretary of the issuer call a special meeting
of stockholders with respect to a proportion of such Reporting Person's Shares
(totaling, in the aggregate, 2,500,000, of the Reporting Persons' Shares).
Item 5. Interest in Securities of the Issuer.
This statement is filed with respect to Shares of the Company in which any
of the Reporting Persons have or share voting and investment power. Information
concerning the number and percentage of Shares beneficially owned by each of the
Reporting Persons is set forth on the cover pages of this statement, which are
incorporated herein by this reference in their entirety.
The following table indicates the direct and indirect beneficial ownership:
NAME SHARES % OF CLASS
Wallace E. Carroll, Jr., an individual resident of the State of Colorado 3,122,529 35.2%
Amelia Carroll, an individual resident of the State of Colorado 3,129,800 35.5%
The Wallace E. and Lelia H. Carroll Trust U/A Dated 7/1/57 F/B/O Wallace E. Carroll, Jr.
and his descendants 2,075,587 23.3%
The Wallace E. Carroll Trust U/A Dated 5/1/58 F/B/O Wallace E. Carroll, Jr. and his descendants 2,676,436 30.1%
The Wallace E. Carroll Trust U/A Dated 1/20/61 F/B/O Wallace E. Carroll, Jr. and his descendants 11,881 Less than 1%
The Lelia H. Carroll Trust U/A Dated 7/12/62 F/B/O Wallace E. Carroll, Jr. and his descendants 180,661 2.0%
Subtrusts under The Wallace E. Carroll, Jr. Trust #2 U/A Dated 12/30/76 F/B/O the descendants of
Wallace E. Carroll, Jr. 762 Less than 1%
Subtrusts under The Wallace E. Carroll Trust U/A Dated 12/20/79 F/B/O the descendants of Wallace E.
Carroll, Jr. 6,760 Less than 1%
The Wallace Foundation 32,910 Less than 1%
CRL, Inc. 2,073,436 23.3%
Item 6. Contracts, Arrangements, Understandings or Relationships with respect
to Securities of the Issuer.
The description of the Voting Agreement set forth in Item 4 above is
incorporated herein by reference in its entirety, and subject in its entirety to
the complete provisions of such agreement attached hereto under Item 7 as
Exhibit A.
Item 7. Material to be filed as Exhibits.
In accordance with subparagraph 3 of Item 7, the Voting Agreement is attached
hereto as Exhibit 99.1.
14
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.
Date: April 4, 2001
The Wallace E. Carroll Trust U/A The Wallace E. and Lelia H. Carroll Trust
Dated 7/1/57 F/B/O Wallace E. U/A Dated 5/1/58 F/B/O Wallace E.
Carroll, Jr. and his descendants Carroll, Jr. and his descendants
By: /s/ Wallace E. Carroll, Jr. By: /s/ Wallace E. Carroll, Jr.
------------------------------ --------------------------------
Wallace E. Carroll, Jr., Trustee Wallace E. Carroll, Jr., Trustee
The Wallace E. Carroll Trust U/A The Lelia H. Carroll Trust U/A
Dated 1/20/61 F/B/O Wallace E. Dated 7/12/62 F/B/O Wallace E.
Carroll, Jr. and his descendants Carroll, Jr.
By: /s/ Wallace E. Carroll, Jr. By: /s/ Wallace E. Carroll, Jr.
------------------------------ --------------------------------
Wallace E. Carroll, Jr. Wallace E. Carroll, Jr.
Trustee Trustee
The Wallace E. Carroll, Jr. Trust The Wallace H. Carroll Trust U/A
#2 U/A Dated 12/20/79 F/B/O the
Dated 12/30/76 F/B/O the descendants of
descendants of Wallace E. Carroll, Jr.
Wallace E Carroll, Jr.
By: /s/ Philip E. Johnson By: /s/ Wallace E. Carroll, Jr.
------------------------------ --------------------------------
Philip E. Johnson, Trustee Wallace E. Carroll, Jr., Trustee
CRL, Inc. The Wallace Foundation
By: /s/ Jonathon P. Johnson By: /s/ Wallace E. Carroll, Jr.
------------------------------- --------------------------------
Name: Jonathon P. Johnson Wallace E. Carroll, Jr., Trustee
----------------------------
Title: President
--------------------------- By: /s/ Amelia Carroll
--------------------------------
/s/ Amelia Carroll Amelia Carroll, Trustee
------------------------------
Amelia Carroll
/s/ Wallace E. Carroll, Jr.
--------------------------------
Wallace E. Carroll, Jr.
15