-----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, RlIRH1lh90ERN9PM4pFSx9C5wbL1M/Za3R10L130QGe+yVYeZZRsznhCE+C/+oXa VDok/OkN+8BPiKEnk6qU9Q== 0001047469-03-001183.txt : 20030114 0001047469-03-001183.hdr.sgml : 20030114 20030113172706 ACCESSION NUMBER: 0001047469-03-001183 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030113 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: JL HALSEY CORP CENTRAL INDEX KEY: 0001166220 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78509 FILM NUMBER: 03512616 BUSINESS ADDRESS: STREET 1: 2325 B RENAISSANCE DR STREET 2: SUITE 10 CITY: LAS VEGAS STATE: NV ZIP: 89119 BUSINESS PHONE: 7029664246 MAIL ADDRESS: STREET 1: 2325 B RENAISSANCE DR STREET 2: STE 21 CITY: LAS VEGAS STATE: NV ZIP: 89119 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COMFORT WILLIAM T III CENTRAL INDEX KEY: 0001211531 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 2325-B RENAISSANCE DR STREET 2: SUITE 21 CITY: LAS VEGAS STATE: NV ZIP: 89119 SC 13D/A 1 a2100697zsc13da.txt SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------ SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934* (Amendment No. 1 as to Mr. William T. Comfort, III and Amendment No. 7 as to LDN Stuyvie Partnership) J.L. HALSEY CORPORATION (JLHY.OB) -------------------------------------------------------- (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE -------------------------------------------------------- (Title of Class of Securities) 46622H 10 3 -------------------------------------------------------- (CUSIP Number) WILLIAM T. COMFORT, III 30 CHEYNE WALK LONDON, SW3 5HH, UNITED KINGDOM 44-207-986-5969 -------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) JANUARY 8, 2003 -------------------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-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 240.13d-7 for other parties to whom copies are to be sent. *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 ("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 page(s)) Page 1 CUSIP No. 4662HH 10.3 ----------- - ------------------------------------------------------------------------------ NAMES OF REPORTING PERSONS. Mr. William T. Comfort, III I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS (entities only) - ------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ - ------------------------------------------------------------------------------- (3) SEC USE ONLY - ------------------------------------------------------------------------------- (4) SOURCE OF FUNDS* AF - ------------------------------------------------------------------------------- (5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) - ------------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - ------------------------------------------------------------------------------- NUMBER OF SHARES (7) SOLE VOTING POWER BENEFICIALLY 4,170,000 OWNED BY -------------------------------------------------- EACH REPORTING (8) SHARED VOTING POWER PERSON WITH 15,216,955 -------------------------------------------------- (9) SOLE DISPOSITIVE POWER 4,170,000 -------------------------------------------------- (10) SHARED DISPOSITIVE POWER 15,216,955 - ------------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,386,955 - ------------------------------------------------------------------------------- (12) CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* / / - ------------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 23.6% - ------------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------------------------- *The reporting person expressly disclaims (i) the existence of any group and (ii) beneficial ownership with respect to any shares other than the shares owned of record by such reporting person. Page 2 CUSIP No. 4662HH 10.3 ----------- - ------------------------------------------------------------------------------ NAMES OF REPORTING PERSONS. LDN Stuyvie Partnership I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS (entities only) 73-1526937 - ------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ - ------------------------------------------------------------------------------- (3) SEC USE ONLY - ------------------------------------------------------------------------------- (4) SOURCE OF FUNDS* WC - ------------------------------------------------------------------------------- (5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) - ------------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION Oklahoma - ------------------------------------------------------------------------------- NUMBER OF SHARES (7) SOLE VOTING POWER BENEFICIALLY OWNED BY -------------------------------------------------- EACH REPORTING (8) SHARED VOTING POWER PERSON WITH 15,216,955 -------------------------------------------------- (9) SOLE DISPOSITIVE POWER -------------------------------------------------- (10) SHARED DISPOSITIVE POWER 15,216,955 - ------------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,216,955 - ------------------------------------------------------------------------------- (12) CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* / / - ------------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 18.5% - ------------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON* PN - ------------------------------------------------------------------------------- *The reporting person expressly disclaims (i) the existence of any group and (ii) beneficial ownership with respect to any shares other than the shares owned of record by such reporting person. Page 3 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 ---------------------------------------- (Signature) ---------------------------------------- (Name/Title) This Amendment No. 1 to Schedule 13D amends and supplements Items 1-7 contained in the Schedule 13D initially filed with the Securities and Exchange Commission (the SEC) on or about January 3, 2003 by William T. Comfort, III (Mr. Comfort), with respect to the Common Stock, $0.01 par value (Common Stock), of J. L. Halsey Corporation (the Issuer). On January 8, 2003, Mr. Comfort became the general partner of LDN Stuyvie Partnership (the Partnership, and together with Mr. Comfort, the Reporting Persons), which Partnership already held shares of Common Stock of the Issuer. Concurrently with Mr. Comfort's becoming the general partner of the Partnership, the Partnership purchased additional shares of Common Stock of the Issuer as described in Item 3 hereof. The Partnership has previously filed a Schedule 13D with respect to the Issuer (formerly known as NovaCare Inc.) on October 6, 1999, which was amended on October 18, 1999, November 8, 1999, December 17, 1999, December 29, 1999, January 6, 2000, and January 12, 2000. Each capitalized term used herein and not otherwise defined has the meaning given and form in Mr. Comfort's original Schedule 13D. Each Reporting Person disclaims responsibility for the completeness and accuracy of the information contained in this Schedule 13D concerning the other Reporting Person. Item 1. Security and Issuer The class of equity security to which this Schedule 13D relates is common stock, $0.01 par value (the "Common Stock"), of the Issuer. The address of the Issuer's principal place of business is 2325-B Renaissance Drive, Suite 21, Las Vegas, NV 89119. Item 2. Identity and Background (a-c, f) This Statement is being filed by Mr. Comfort and the Partnership. William T. Comfort, III is a Director and Chairman of the Board of Directors of the Issuer. Mr. Comfort's principal business office is 30 Cheyne Walk, London, SW3 5HH, United Kingdom. The principal business of the Issuer consists of managing litigation against it and attempting to realize its remaining assets. Mr. Comfort has served as a member of the board of Ergo Science Corporation, a Delaware corporation, since January 2001. On January 8, 2003, Mr. Comfort became the General Partner of LDN Stuyvie Partnership. Mr. Comfort is a citizen of the United States of America. The Partnership is an Oklahoma limited partnership. The address of its principal business office is 30 Cheyne Walk, London, SW3 5HH, United Kingdom. The Partnership was formed to, and is principally engaged in, the business of investing in the Issuer. (d - e) Neither Reporting Person, during the last five years, (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which was or is subject to judgment, decree or Page 4 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. Item 3. Source and Amount of Funds or Other Consideration On January 8, 2003, Mr. Comfort replaced Mr. Stuyvesant P. Comfort as general partner of the Partnership. Mr. Comfort previously owned 4,170,000 shares of Common Stock of the Issuer. No consideration was paid for the substitution. The Limited Partnership Agreement gives the voting and disposition authority rights to the general partner. On January 8, 2003, the Partnership purchased from Texas Addison Limited Partnership, a Texas limited partnership ("Addison"), 4,170,000 shares of Common Stock of the Issuer held by Addison for a purchase price of $0.2676 per share pursuant to a stock purchase agreement executed concurrently with the purchase. The Partnership used its own funds to purchase the Common Stock. Item 4. Purpose of Transaction The purpose of the purchase transaction described in Item 3 was to allow (i) the Partnership to acquire a larger interest in the Issuer and (ii) Addison to dispose of a portion of its interest. The purpose of the substitution of the general partner of the Partnership was to appoint a person with more involvement in the Partnership. Each Reporting Person is aware that the Issuer is in the process of determining whether it is in the best interests of its stockholders for the Issuer to become an investment company under the Investment Company Act of 1940 in order to achieve a higher return on the Issuer's assets. As of the date of this filing, however, there are no specific plans or proposals of either Reporting Person which relate to or would result in: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries. (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; Page 5 (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer's business or corporate structure; (g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) Causing a class of securities of the Issuer 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 securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g) of the Act; or (j) Any act similar to any of those enumerated above. Each Reporting Person reserves the right to change the purpose of his or its investment, and to acquire or dispose of Common Stock, at any time. Item 5. Interest in Securities of Issuer (a) (1) Mr. Comfort may be deemed to beneficially own in the aggregate 19,386,955 shares of Common Stock of the Issuer, representing approximately 23.6% of the outstanding shares of Common Stock of the Issuer. Of such shares, Mr. Comfort has sole voting and dispositive power with respect to 4,170,000 shares, and shared voting and dispositive power with respect to 15,216,955 shares as the general partner of the Partnership. (2) The Partnership may be deemed to beneficially own in the aggregate 15,216,955 shares of Common Stock of the Issuer, representing approximately 18.5% of the outstanding shares of Common Stock of the Issuer. Of such shares, the Partnership has sole voting and dispositive power with respect to no shares, and shared voting and dispositive power with respect to 15,216,955 shares. (b) (1) Of the 4,170,000 shares of Common Stock of the Issuer for which Mr. Comfort has sole voting and dispositive power, all such shares are held of record by Mr. Comfort. Of the 15,216,955 shares of Common Stock of the Issuer over which Mr. Comfort has shared voting and dispositive power, all such shares are held of record by the Partnership. (2) Of the 15,216,955 shares of Common Stock of the Issuer of which the Partnership has shared voting and dispositive power, all such shares are held of record by the Partnership. (c) None except as set forth in Item 3. Page 6 Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer See Item 3. Item 7. Material to be Filed as Exhibits 10.1 Option to purchase 4,170,000 shares of the Issuer's Common Stock granted by Texas Addison Partnership to William T. Comfort, III (previously filed as Exhibit 10.1 to Schedule 13D filed by William T. Comfort, III on January 3, 2003, and is incorporated by reference thereto). 10.2 Stock Purchase Agreement between Addison and the Partnership, dated January 8, 2003.* 99.1 Joint Filing Statement dated January 10, 2003, among the Reporting Persons.* - ---------------------------- * Filed herewith Page 7 SIGNATURES 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: January 10, 2003 /s/ William T. Comfort, III ------------------ --------------------------- Signature William T. Comfort, III --------------------------- Name/Title Page 8 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. LDN STUYVIE PARTNERSHIP Date: January 10, 2003 By: /s/ William T. Comfort, III ------------------ ------------------------- Name: William T. Comfort, III Title: General Partner Page 9 EXHIBIT INDEX 10.1 Option to purchase 4,170,000 shares of the Issuer's Common Stock granted by Texas Addison Partnership to William T. Comfort, III (previously filed as Exhibit 10.1 to Schedule 13D filed by William T. Comfort, III on January 3, 2003, and is incorporated by reference thereto). 10.2 Stock Purchase Agreement between Addison and the Partnership, dated January 8, 2003, whereby Addison agreed to sell and the Partnership agreed to purchase 4,170,000 shares of Common Stock of the Company held by Addison at an exercise price of $0.2676 per share (such exercise price was negotiated between the parties).* 99.1 Joint Filing Statement dated January 10, 2003, among the Reporting Persons.* - ---------------------- * Filed herewith EX-10.2 3 a2100697zex-10_2.txt EXHIBIT 10.2 EXHIBIT 10.2 EXECUTION COPY STOCK PURCHASE AGREEMENT by and between LDN STUYVIE PARTNERSHIP and TEXAS ADDISON LIMITED PARTNERSHIP dated as of January 8, 2003 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (the "Agreement"), dated as of January 8, 2003, is by and between LDN Stuyvie Partnership, an Oklahoma limited partnership (the "Buyer"), and Texas Addison Limited Partnership, a Texas limited partnership (the "Seller"). RECITALS: A. The Seller is the record and beneficial owner of 16,680,000 shares of common stock, par value $.01 per share (the "Common Stock"), of J. L. Halsey Corporation, a Delaware corporation (the "Company"). B. The Buyer desires to purchase from the Seller and the Seller desires to sell to the Buyer the 4,170,000 shares of Common Stock (the "Shares") pursuant to the terms and conditions hereof. AGREEMENTS: NOW, THEREFORE, in consideration of the premises and of the mutual covenants contained herein, the parties hereto agree as follows: 1. PURCHASE AND SALE OF SHARES. Subject to the terms and conditions hereof, the Seller hereby sells, and the Buyer hereby purchases, the Shares. 2. PAYMENT OF PURCHASE PRICE. The purchase price shall be $0.2676 in cash per Share, or an aggregate of $1,116,000 (such aggregate price being referred to herein as the "Purchase Price"). Concurrently with the execution of this Agreement, the Buyer shall pay the Purchase Price by means of wire transfer or official bank check payable to the order of the Seller. 3. ACTIONS BY THE SELLER. The Seller shall arrange with the Company's transfer agent for the issuance and delivery of a stock certificate representing the Shares. 4. REPRESENTATIONS AND WARRANTIES. (a) The Seller hereby represents and warrants to the Buyer that: (i) The Seller has the capacity to enter into this Agreement and to sell, assign, transfer and deliver to the Buyer, pursuant to the terms and conditions of this Agreement, the Shares; (ii) Except for this Agreement, there are no outstanding options, warrants or rights to purchase or acquire, or agreements (whether voting or otherwise) relating to, the Shares; (iii) Except as set forth on Schedule 4(a)(iii) attached hereto, the Shares are the only shares of capital stock of the Buyer owned of record or beneficially by the Seller, and the Seller owns no options or other rights to acquire any capital stock of the Buyer; (iv) The Seller owns of record and beneficially all of the Shares, free and clear of all liens, claims, encumbrances and security interests of any nature whatsoever. Upon purchase of the Shares pursuant to this Agreement, the Buyer shall receive good and marketable title to the Shares, free and clear of all liens, claims, encumbrances and security interests of any nature whatsoever; (v) The execution and delivery of this Agreement by the Seller does not, and the performance by the Seller of the transactions contemplated hereby will not, (A) violate, conflict with or result in the violation or breach of, or constitute a default under, the terms, conditions or provisions of any agreement to which the Seller is a party, (B) violate any order, writ, judgment, injunction, decree, statute, rule or regulation of any court or federal, state or local administrative agency or commission or other governmental authority or instrumentality (a "Governmental Entity") applicable to the Seller or (C) require the consent, approval, order or authorization of, registration, declaration or filing with, or notice to, any Governmental Entity or third party; (vi) This Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights generally and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding therefor may be brought; and (b) The Buyer hereby represents and warrants to the Seller that: (i) The Buyer has the capacity to enter into this Agreement and to buy the Shares from the Seller pursuant to the terms and conditions of this Agreement, and will not sell, offer to sell or otherwise dispose of any of the Shares in violation of the Securities Act of 1933; (ii) The execution and delivery of this Agreement by the Buyer does not, and the performance by the Buyer of the transactions contemplated hereby will not, (A) violate, conflict with or result in the violation or breach of, or constitute a default under, the terms, conditions or provisions of any agreement to which the Buyer is a party, (B) violate any order write, judgment, injunction, decree, statute, rule or regulation of any Governmental Entity, applicable to the Buyer or (C) require the consent, approval, order or authorization of, registration, declaration or filing with, or notice to, any Governmental Entity or third party; and (iii) This Agreement is a legal, valid and binding agreement of the Buyer enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights generally and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding therefor may be brought. 2 5. NOTICES. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered personally or on the second business day after such notice or communication has been sent by registered or certified mail, postage prepaid, with return receipt requested, as follows: If to the Seller, to: ----------------------------- ----------------------------- ----------------------------- ----------------------------- If to the Buyer, to: ----------------------------- ----------------------------- ----------------------------- ----------------------------- 6. CONDITIONS TO CLOSING. Anything in this Agreement to the contrary notwithstanding, in no event shall the Closing occur until the sale and purchase of the Shares pursuant to this Agreement have been approved by the Company's board of directors in accordance with Article Fifth of the Company's Amended and Restated Certificate of Incorporation. 7. WAIVER AND AMENDMENT. Any provision of this Agreement may be waived at any time by the party that is entitled to the benefits thereof, and this Agreement may be amended or supplemented at any time by the written consent of the parties hereto. 8. ASSIGNMENT. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any party hereto, whether by operation of law or otherwise. 9. NO PRIOR AGREEMENTS. This Agreement (a) contains the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, between the parties hereto with respect to the subject matter hereof, and (b) is not intended to confer upon any other person any rights or remedies hereunder. 10. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon, inure to the benefit of and be enforceable by and against the parties hereto and their successors (including administrators and executors of individuals) and assigns. 11. REMEDIES. The Seller acknowledges and agrees that the Buyer would be irreparably damaged in the event that any of the provisions of this Agreement to be performed by the Seller were not performed by it in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Buyer shall be entitled to an injunction or injunctions to redress any breaches of this Agreement and to specifically enforce the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction, in addition to any other remedy to which the Buyer may be entitled at law or in equity. In the event litigation shall be necessary to enforce, interpret or rescind the provisions of this Agreement, the prevailing party shall 3 be entitled to recover from the other party, in addition to other relief, the prevailing party's reasonable attorneys' fees for services before trial, at trial and on any appeal therefrom. 12. EXPENSES. Except as set forth in Section 11, each of the parties shall pay its own expenses in connection with the negotiation, execution and performance of the Agreement. No party has incurred any broker's or finder's fee in connection with this Agreement that the other party will be obligated to pay. 13. COUNTERPARTS. This Agreement and any amendments hereto may be executed in two or more counterparts, each of which shall be considered to be an original, but all of which together shall constitute the same instrument. 14. PREPARATION AND INTERPRETATION. Each party hereto acknowledges and agrees that (i) such party has caused this Agreement to be drafted by Vinson & Elkins L.L.P., counsel to the Company, and that such law firm has not drafted the Agreement with the interest of either party in mind, (ii) Vinson & Elkins L.L.P. does not represent either party to this Agreement with respect to the transactions contemplated hereby, (iii) such party is, or is controlled by, a person sophisticated and knowledgeable in matters of the sort raised by this Agreement, (iv) such party has, or is controlled by an individual who has, graduated from an accredited law school in the United States of America and that such law-school graduate either currently is, or has been in the past, licensed to practice law in one or more jurisdictions in the United States and (v) is either representing himself or itself with respect to the negotiation of this Agreement or has hired counsel other than Vinson & Elkins L.L.P. to do so on his or its behalf. 15. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws doctrine. The parties hereto consent to being subject to the jurisdiction of any federal or state court located in the State of Delaware. 16. SEVERABILITY. If any term, provision or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated; provided, that if Section 14 of this Agreement is held to be invalid, void or unenforceable, the entire Agreement shall be null and void. 17. EFFECT OF HEADINGS. The section headings herein are for convenience only and shall not affect the meaning or interpretation of this Agreement. 18. SURVIVAL. All representations, warranties, covenants and other agreements and assignments of the parties hereto shall survive the Closing. 19. PUBLIC STATEMENT. Each party agrees that it will make no press release or other public statement or announcement of the terms of this Agreement or other matters, past, present, or future, relating to the Buyer's or the Seller's dealings with the Buyer; provided, however, that nothing contained herein shall prohibit any party from disclosing the terms of this Agreement or such other matters if required by law, rule or regulation. 4 IN WITNESS WHEREOF, the parties have executed this Agreement to as of the date set forth above. SELLER: TEXAS ADDISON LIMITED PARTNERSHIP By: Texas Barrington LLC, its general partner By: /s/ David R. Burt -------------------------------- Name: David R. Burt Title: President BUYER: LDN STUYVIE PARTNERSHIP By: /s/ William T. Comfort, III -------------------------------- Name: William T. Comfort, III, Title: General Partner 5 Schedule 4(a)(iii) In addition to the Shares, the Seller is the record and beneficial owner of 12,510,000 shares of the Company's common stock, par value $.01 per share. A-1 EX-99.1 4 a2100697zex-99_1.txt EXHIBIT 99.1 Exhibit 99.1 JOINT FILING STATEMENT Each of the undersigned agree that (i) the Statement on Schedule 13D relating to common stock, par value $.01 per share, of J.L. Halsey Corporation has been adopted and filed on behalf of each of them, (ii) all future amendments to such Statement on Schedule 13D will, unless written notice to the contrary is delivered as described below, be jointly filed on behalf of each of them and (iii) the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 apply to each of them. This Agreement may be terminated with respect to the obligations to jointly file future amendments to such Statement on Schedule 13D as to any of the undersigned upon such person giving written notice thereof to each of the other persons signatory hereto, at the principal office thereof. Dated: January 10, 2003. /s/ William T. Comfort, III --------------------------- William T. Comfort, III Dated: January 10, 2003. LDN Stuyvie Partnership By: /s/ William T. Comfort, III --------------------------- Name: William T. Comfort, III Title: General Partner -----END PRIVACY-ENHANCED MESSAGE-----