-----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, G4Ax0rbc59HvLA0HDjQwc3hyOgaO35Toduk2tXqdNtaboU5L5Rjgv1Tgkpjd3G8M eQS97cpfnvmvvQn4hfHoww== 0000950142-98-000088.txt : 19980204 0000950142-98-000088.hdr.sgml : 19980204 ACCESSION NUMBER: 0000950142-98-000088 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980203 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MLX CORP /GA CENTRAL INDEX KEY: 0000064247 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED METAL PRODUCTS [3490] IRS NUMBER: 380811650 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-06699 FILM NUMBER: 98520136 BUSINESS ADDRESS: STREET 1: 1000 CENTER PL CITY: NORCROSS STATE: GA ZIP: 30093 BUSINESS PHONE: 4047980677 MAIL ADDRESS: STREET 1: 1000 CENTER PL CITY: NORCROSS STATE: GA ZIP: 30093 FORMER COMPANY: FORMER CONFORMED NAME: MCLOUTH STEEL CORP DATE OF NAME CHANGE: 19850212 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TERIBE LTD/THREE CITIES HOLDINGS LTD CENTRAL INDEX KEY: 0000905310 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1285 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019 MAIL ADDRESS: STREET 1: 1285 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 AMENDMENT #6 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6) Morton Industrial Group, Inc. (Name of Issuer) Class A Common Stock, par value $.01 per share (Title of Class of Securities) 619328 10 7 (CUSIP Number) ROBERT M. HIRSH, ESQ. Paul, Weiss, Rifkind, Wharton & Garrison 1285 Avenue of the Americas New York, NY 10019-6064 Tel. No.: (212) 373-3000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 20, 1998 (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 statement because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. SCHEDULE 13D CUSIP NO. 619328 10 7 PAGE 2 OF 41 PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Quilvest American Equity This Person has no IRS Identification Number 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) [ ] N/A 6 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands 7 SOLE VOTING POWER NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING 122,886 PERSON WITH 9 SOLE DISPOSITIVE POWER 122,886 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 122,886 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.2% 14 TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP NO. 619328 10 7 PAGE 3 OF 41 PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Three Cities Holdings Limited This Person has no IRS Identification Number 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) [ ] N/A 6 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands 7 SOLE VOTING POWER NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING 765,292 PERSON WITH 9 SOLE DISPOSITIVE POWER 765,292 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 765,292 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.1% 14 TYPE OF REPORTING PERSON CO Amendment No. 6 to SCHEDULE 13D INTRODUCTORY STATEMENT. This Amendment No. 6 amends and supplements the information supplied by Three Cities Holdings Limited, a British Virgin Islands corporation ("Three Cities") and the information supplied by Quilvest American Equity, a British Virgin Islands company ("Quilvest American") with respect to beneficial ownership of certain shares of common stock, par value $.01 per share (the "Common Stock"), of Morton Industrial Group, Inc. (formerly known as MLX Corp.) (the "Company") which was included in Amendment No. 3, dated October 13, 1992 ("Amendment No. 3"), Amendment No. 4, dated October 27, 1992 ("Amendment No. 4"), Amendment No. 5 dated December 1, 1992 ("Amendment No. 5"), an initial filing of a statement on Schedule 13D dated December 24, 1992 (the "Initial Filing"), Amendment No. 1 to the Initial Filing, dated January 22, 1993 ("Amendment No. 1A"), Amendment No. 2 to the Initial Filing, dated April 29, 1993 ("Amendment No. 2A"), Amendment No. 3 to the Initial Filing, dated May 14, 1993 ("Amendment No. 3A"), Amendment No. 4 to the Initial Filing, dated April 10, 1995 ("Amendment No. 4A"), and Amendment No. 5 to the Initial Filing, dated October 24, 1997 ("Amendment No. 5A") to a Statement on Schedule 13D (collectively, the "Current Statement"). The information contained in the Current Statement is hereby incorporated by reference as if set forth in its entirety herein. ITEM 1. SECURITY AND ISSUER. This statement relates to the Class A Common Stock, par value $.01 per share ("Common Stock"), of Morton Industrial Group, Inc., a Georgia corporation (the "Company"). The address of the Company's principal executive offices is 1021 West Birchwood Street, Morton, Illinois. Prior to the Merger and the Recapitalization (both as defined in Item 5 below), the Company was named "MLX Corp." and the "Common Stock" was previously classified as the common stock, par value $.01 per share of the Company. ITEM 2. IDENTITY AND BACKGROUND. Item 2 of the Current Statement is hereby amended and restated to read in its entirety as follows: PAGE 4 OF 41 PAGES 1. Quilvest American Equity. (a)-(c), (f): Quilvest American (formerly known as Teribe Limited) is a British Virgin Islands company whose principal business is the investment and reinvestment of its resources, directly or through affiliates, in the securities of enterprises in various parts of the world, including the United States. Quilvest American is a wholly-owned subsidiary of Quilvest Overseas Limited (formerly known as Real Limited), a British Virgin Islands company ("QOL"). The principal business of QOL is the investment of its resources in marketable securities and commodities and, through affiliates such as Quilvest American Equity, in securities of other enterprises in various parts of the world. The address of the principal office of Quilvest American and QOL is Craigmuir Chambers, P.O. Box 91, Road Town, Tortola, British Virgin Islands. The address of the principal place of business of Quilvest American Equity and QOL is c/o Sociedad Internacional de Finanzas S.A., Rincon 432, Esq. 24, Montevideo, Uruguay. QOL is a subsidiary of Quilvest (formerly known as Entreprise Quilmes, S.A.), a Luxembourg holding company whose shares, which are issued in bearer form, are listed and traded on the Paris and Luxembourg Stock Exchanges. In addition to QOL, Quilvest owns a French holding company which controls a bank located in Paris and invests in French securities. The address of the principal office and business of Quilvest is 84 Grandrue, Luxembourg, Grand Duchy of Luxembourg. Listed in Schedules A, B, and C attached hereto and incorporated by reference are the names of, and certain information concerning, the directors and executive officers of Quilvest, QOL and Quilvest American. No person controls or shares in the control of Quilvest who is not a member of its board of directors. (d)-(e): None of Quilvest, QOL, Quilvest American nor, to the best of their knowledge, any of the persons listed on Schedules A, B or C attached hereto has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal state security laws of funding and violation with respect to such laws. PAGE 5 OF 41 PAGES 2. Three Cities. (a)-(c), (f): The full name of Three Cities is Three Cities Holdings Limited. Three Cities is a British Virgin Islands corporation and its principal business consists of the provision of investment advice. Information concerning the name, residence or business address, principal occupation or employment and citizenship of each of the directors and executive officers of Three Cities is contained in Schedule D attached hereto and incorporated by reference. Three Cities is not controlled by any corporation or person, although two of the directors of Quilvest and members of their extended families are significant shareholders. (d)-(e): Neither Three Cities nor, to the best of its knowledge, any of the persons listed on Schedule D attached hereto has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining 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 5. INTEREST IN SECURITIES OF THE ISSUER. The first paragraph of Item 5 is hereby amended and restated to read in its entirety: As of the date hereof, Quilvest American owns, of record and beneficially, 122,886 shares of Common Stock, representing approximately 3.2% of the total outstanding shares of Common Stock. Quilvest American has sole power to dispose of, shared power to vote, and the sole right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares. On the basis of its control, through intermediate holding companies, of Quilvest American, the board of directors of Quilvest has the ultimate power to direct such disposition, the shared power to vote (when applicable) as well as the application of dividends from, or the proceeds of the sale of, such shares. Quilvest American disclaims beneficial ownership of the shares of Common Stock acquired by Tinvest in the transactions described in Item 4 by virtue of the arrangements described in Item 5 of the Current Statement. The following paragraphs should be inserted at the end of Item 5: PAGE 6 OF 41 PAGES Effective January 1, 1997, Mitvest Limited and Tinvest Limited, among others, formed a partnership named TCRI Offshore Partners CV to which Tinvest Limited and Mitvest Limited transferred their shares of Common Stock. Accordingly, TCRI Offshore Partners CV has replaced Tinvest Limited and Mitvest Limited as an Investor. On January 20, 1998, Morton Metalcraft Holding Co. merged with and into the Company (the "Merger"). In connection with and prior to the Merger, the Company effected a recapitalization of its existing common stock, par value $.01 per share, as Class A Common Stock, par value $.01 per share (the "Recapitalization"). In connection with the Merger, the Investors and Quilvest American exchanged an aggregate of 100,000 shares of Common Stock (the "Exchange") for 100,000 shares of newly-established Class B Common Stock of the Company, par value $.01 per share (the "Class B Common Stock"). As a result of the Recapitalization, Exchange and Merger, each of the Investors owned of record the number of shares of Common Stock set forth opposite its name below, in each case representing the percentage of total shares of Common Stock outstanding as set forth opposite its name: Percentage Investor No. of Shares Total Outstanding - -------- ------------- ----------------- TCR International Partners, L.P. 151,770 4.0 TCRI Offshore Partners CV 223,257 5.9 Bobst Investment Corp. 53,893 1.4 Terbem Limited 336,372 8.9 As described in Item 6, pursuant to the Merger, Quilvest American and the Investors entered into a Shareholders Agreement (as defined below) with William D. Morton, and Three Cities and the Investors entered into a Voting Agreement, pursuant to which William D. Morton has been granted the irrevocable proxy to vote shares of Common Stock owned of record by the Investors and by Quilvest American Equity, except in certain limited circumstances whereby the right to vote such shares will revert to Quilvest American and to Three Cities, respectively. Mr. William D. Morton is the chairman, chief executive officer, a director and the owner of approximately thirty-three percent (33%) of the issued and outstanding capital stock of the Company. Mr. Morton is a citizen of the United States and his business address is 1021 West Birchwood, Morton, Illinois 61550. PAGE 7 OF 41 PAGES During the last five years Mr. Morton has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor has Mr. Morton been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction with the result of such proceeding being Mr. Morton's being subject to a judgment decree or final order enjoining future violation of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The following paragraph should be inserted at the end of Item 6: Pursuant to the terms of a Shareholders Agreement dated as of October 20, 1997 (the "Shareholders Agreement"), subsequent to the Merger, the Investors and Quilvest American (collectively, the "TCR Affiliated Group") granted William D. Morton a proxy ("Proxy") to vote all of the Common Stock and all of the Class B Common Stock owned by them after the Merger. The Proxy covers all matters to be voted upon by the shareholders of the Company except for: (i) the liquidation of the Company; (ii) any sale of all, or substantially all, of the assets of the Company; and (iii) any merger or consolidation involving the Company, if immediately thereafter, the shareholders of the Company do not hold the power to vote at least 60% of the votes entitled to elect the directors of the company surviving such merger or consolidation. In the event that (a) the TCR Affiliated Group is entitled to vote for any such sale, merger or consolidation described immediately above; (b) any member of the TCR Affiliated Group fails to vote in favor of such transaction; and (c) the transaction is not approved by the shareholders of the Company, Mr. Morton may elect to cause the TCR Affiliated Group to purchase all (but not less than all) of the Common Stock and Class B Common Stock then owned by him and his affiliates for a purchase price equal to fair market value of the assets he would have received in such proposed transaction. If Mr. Morton would have retained any stock in the proposed transaction, then the purchase price for such stock shall be equal to the fair market value of such stock. The Proxy will terminate upon the earliest of the following events: (i) ten years from the date the respective Certificates of Merger are filed with the Secretaries of States of the States of Georgia and Delaware (the "Effective Time" or "Effective Date"); (ii) Mr. Morton's death or disability (each as set forth in the employment agreement between the Company and Mr. Morton); (iii) in the event Mr. Morton terminates his employment with the Company (other than a Constructive Termination as defined in the employment agreement between the Company and Mr. PAGE 8 OF 41 PAGES Morton); (iv) in the event of Mr. Morton's termination by the Company for Cause (as defined in the employment agreement between the Company and Mr. Morton); or (v) if Mr. Morton's ownership of Common Stock falls below 1,096,425 shares, including for this purpose shares of Common Stock issuable upon conversion or exercise of any convertible security, option, warrant or subscription or purchase right, as adjusted to reflect stock splits. The Shareholders Agreement also restricts transfers by the TCR Affiliated Group of their Common Stock for three years, imposes limits on the number of shares of Common Stock that they can transfer after three years, and restricts transfers by the TCR Affiliated Group of Class B Common Stock for ten years. In connection with the Shareholders Agreement, Three Cities and the Investors entered into a Voting Agreement dated as of January 20, 1998 (the "Voting Agreement") whereby Three Cities and the Investors acknowledged the prior and continuing existence of a proxy from the Investors granting Three Cities the sole and irrevocable power to vote and dispose of the shares of Common Stock and Class B Common Stock owned of record by the Investors. Three Cities agreed in the Voting Agreement, though, to relinquish its rights to vote such shares to the extent the Investors had granted such rights to William D. Morton pursuant to the Shareholders Agreement and to limit its power to dispose of such shares to the extent the Investors had agreed to be restricted in the Shareholders Agreement. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS FROM INITIAL FILING. The following exhibits are attached hereto: Exhibit 1 Powers of Attorney Exhibit 2 Shareholders Agreement Exhibit 3 Voting Agreement PAGE 9 OF 41 PAGES SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Dated: January 30, 1998 THREE CITIES HOLDINGS LIMITED By: /s/ J. William Uhrig ----------------------------------------- J. William Uhrig Attorney-In-Fact PAGE 10 OF 41 PAGES SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Dated: January 30, 1998 QUILVEST AMERICAN EQUITY By: /s/ J. William Uhrig ----------------------------------------- J. William Uhrig Attorney-In-Fact PAGE 11 OF 41 PAGES
SCHEDULE A QUILVEST Principal Occupation or Employment and the Name Principal Business and Address Residence or Business of Organization in which such Name Address Employment is Conducted Citizenship - ---- --------------------- ------------------------------ ----------- Julio E. Nunez c/o Quilvest Chairman of Quilvest and Argentina Director (Chairman) 69 Chester Square several of its subsidiaries London SW1, England Peter Bemberg c/o Quilvest Officer of Laidlaw Holdings U.S.A. Director 84, Grand Rue Inc., New York, New York 1660 Luxembourg (financial services company) Grand Duchy of Luxembourg Andre Elvinger 15, Cote d'Eich Attorney-at-law, Luxembourg Luxembourg Director 1450 Luxembourg Grand Duch of Luxembourg Hans Jorg Furrer FIDES Chairman of the Executive Switzerland Director Treuhandgesellschaft Committee, FIDES Bleicherweg 33 Treuhandgesellschaft, Zurich, 8002 Zurich, Switzerland Switzerland Paul de Ganay 243, Blvd. St. Germain Landowner France Director Paris, France Charles de 82 Blvd. Arago Professional investor and France Montalembert Paris, France director of companies, France Director Alvaro Sainz de Sociedad Iberica de Director, Sociedad Iberica de Spain Vicuna Cartera, S.A. (SIBEC) Cartera, S.A. (SIBEC), Director Dr. Fleming 3 Madrid, Spain Madrid, Spain Louis James de Viel Establissements Martin General Manager, France Castel 25bis rue de Constantine Establissements Martin, Paris, Director Paris, France France PAGE 12 OF 41 PAGES Principal Occupation or Employment and the Name Principal Business and Address Residence or Business of Organization in which such Name Address Employment is Conducted Citizenship - ---- --------------------- ------------------------------ ----------- Christian Baillet SAPLA General Manager, SAPLA, France Chief Financial 243, Blvd. St. Germain (financial holding company) Officer Paris, France Paris, and SIFAS, Paris, France Carlo Hoffman c/o Quilvest Secretary General of the Luxembourg Secretary General 84, Grand Rue Quilmes Group of companies Luxembourg Grand Duchy of Luxembourg PAGE 13 OF 41 PAGES SCHEDULE B QUILVEST OVERSEAS LIMITED Principal Occupation or Employment and the Name Principal Business and Address Residence or Business of Organization in which such Name Address Employment is Conducted Citizenship - ---- --------------------- ------------------------------ ----------- Julio E. Nunez c/o Quilvest Chairman of Quilvest and Argentina Director and 69 Chester Square several of its subsidiaries President London SW1, England Christian Baillet SAPLA General Manager, SAPLA, France Director and 243, Blvd. St. Germain (financial holding company) Treasurer Paris, France Paris, and SIFAS, Paris, France Walter Knecht Societe Internationale de Department Head, Societe Switzerland Director Finance International de Finance Lowenstrasse 19 (financial services) Zurich, Switzerland Kurt Sonderegger Societe Internationale de General Manager, Societe Switzerland Director Finance International de Finance Lowenstrasse 19 (financial services) Zurich, Switzerland Carlo Hoffman c/o Quilvest Secretary General of the Luxembourg Secretary 84, Grand Rue Quilmes Group of companies 1660 Luxembourg Grand Duchy of Luxembourg Eric Salvisberg Societe Internationale de Chief Executive Officer, Switzerland Director Finance Societe International de Finance Lowenstrasse 19 (financial services) Zurich, Switzerland PAGE 14 OF 41 PAGES SCHEDULE C QUILVEST AMERICAN EQUITY Principal Occupation or Employment and the Name Principal Business and Address Residence or Business of Organization in which such Name Address Employment is Conducted Citizenship - ---- --------------------- ------------------------------ ----------- Julio E. Nunez 69 Chester Square Chairman of Quilvest and Argentina Director and London SW1, England several of its subsidiaries President Christian Baillet SAPLA General Manager, SAPLA, France Director and 243, Blvd. St. Germain (Financial Holding Company) Treasurer Paris, France Paris, and SIFAS, Paris Walter Knecht Societe Internationale Department Head, Societe Switzerland Director de Finance Internationale de Finance Lowenstrasse 19 (financial services) Zurich, Switzerland Kurt Sonderegger Societe Internationale General Manager, Societe Switzerland Director de Finance International de Finance Lowenstrasse 19 (financial services) Zurich, Switzerland PAGE 15 OF 41 PAGES SCHEDULE D THREE CITIES HOLDINGS LIMITED Principal Occupation or Employment and the Name Principal Business and Address Residence or Business of Organization in which such Name Address Employment is Conducted Citizenship - ---- --------------------- ------------------------------ ----------- Julio E. Nunez 69 Chester Square Chairman of Quilvest (holding Argentina Director and London SW1, company) and several of its President England subsidiaries, Luxembourg Christian Baillet SAPLA General Manager, SAPLA, France Director and Vice 243, Blvd. St. (financial holding company) President Germain Paris, and SIFAS (financial Paris, France services), Paris, France Eric Salvisberg Societe Internationale Chief Executive Officer, Switzerland Director and de Finance Societe Treasurer Lowenstrasse 19 International de Finance Zurich, Switzerland (financial services), Zurich Kurt Sonderegger Societe Internationale General Manager, Societe Switzerland Director and de Finance International de Finance Secretary Lowenstrasse 19 (financial services), Zurich Zurich, Switzerland PAGE 16 OF 41 PAGES
EX-1 2 EXHIBIT 1 EXHIBIT 1 QUILVEST AMERICAN EQUITY POWER OF ATTORNEY Know all men by these presents that Quilvest American Entity does hereby constitute and appoint Willem F.P. de Vogel and J. William Uhrig, each of 135 East 57th Street, New York, New York 10022, or any of them acting singly, its Attorneys-In-Fact, with full power, direction and authority to take on behalf of Quilvest American Equity all actions which said Attorneys-In-Fact shall in their sole discretion, severally determine to be appropriate in connection with (i) the Amendment No. 6 to Schedule 13D to be filed with the Securities and Exchange Commission with respect to the holdings of Morton Industrial Group, Inc. ("Amendment No. 6"), and (ii) any further amendments to Schedule 13D required in connection with the matters described in Amendment No. 6. In addition, Quilvest American Equity hereby gives and grants unto said Attorneys-In-Fact, severally, full power, discretion and authority to execute all documents, instruments and certificates upon such terms as said Attorneys-In-Fact may determine to be appropriate, and to take all actions which said Attorneys-in-Fact shall determine to be desirable in connection with the foregoing to the same extent as Quilvest American Equity might do or could do by its duly authorized officers if personally present, and Quilvest American Equity does hereby confirm, approve and ratify all that said Attorneys-In- Fact shall lawfully do or cause to be done by virtue hereof. This instrument may not be changed orally and shall be governed by and construed in accordance with the State of New York, the United States of America. Dated: January 29, 1998 QUILVEST AMERICAN EQUITY By: /s/ Walter Knecht ---------------------------- Name: Walter Knecht Title: Secretary By: /s/ Christian Baillet ---------------------------- Name: Christian Baillet Title: Director PAGE 17 OF 41 PAGES EXHIBIT 1 THREE CITIES HOLDINGS LIMITED POWER OF ATTORNEY Know all men by these presents that Three Cities Holdings Limited ("Three Cities") does hereby constitute and appoint Willem F.P. de Vogel and J. William Uhrig, each of 135 East 57th Street, New York, New York 10022, or any of them acting singly, its Attorneys-In-Fact, with full power, direction and authority to take on behalf of Three Cities all actions which said Attorneys-In-Fact shall in their sole discretion, severally determine to be appropriate in connection with (i) the Amendment No. 6 to Schedule 13D to be filed with the Securities and Exchange Commission with respect to the holdings of Morton Industrial Group, Inc. ("Amendment No. 6"), and (ii) any further amendments to Schedule 13D required in connection with the matters described in Amendment No. 6. In addition, Three Cities hereby gives and grants unto said Attorneys-In-Fact, severally, full power, discretion and authority to execute all documents, instruments and certificates upon such terms as said Attorneys-In-Fact may determine to be appropriate, and to take all actions which said Attorneys-in-Fact shall determine to be desirable in connection with the foregoing to the same extent as Three Cities might do or could do by its duly authorized officers if personally present, and Three Cities does hereby confirm, approve and ratify all that said Attorneys-In-Fact shall lawfully do or cause to be done by virtue hereof. This instrument may not be changed orally and shall be governed by and construed in accordance with the State of New York, the United States of America. Dated: January 29, 1998 THREE CITIES HOLDINGS LIMITED By: /s/ Kurt Sonderegger ---------------------------- Name: Kurt Sonderegger Title: Secretary By: /s/ Christian Baillet ---------------------------- Name: Christian Baillet Title: Director PAGE 18 OF 41 PAGES EX-2 3 EXHIBIT 2 EXHIBIT 2 SHAREHOLDERS AGREEMENT AGREEMENT, dated as of October 20, 1997, between Terbem Limited, Tinvest Limited, Teribe Limited, TCR International Partners, LP, Mitvest Limited, Bobst Investment Corp. and TCRI Offshore Partners CV (collectively, the "TCR Group," each individually, a "TCR Group Member") and William D. Morton ("Morton"). WHEREAS, Morton Metalcraft Holding Co., a Delaware Corporation ("Morton Metalcraft"), and MLX Corp., a Georgia corporation ("MLX"), have entered into an Agreement and Plan of Merger, dated as of October 20, 1997 (the "Merger Agreement") pursuant to which Morton Metalcraft will be merged with and into MLX (the "Merger"), with MLX being the surviving corporation (hereinafter referred to as the "Corporation"); WHEREAS, pursuant to the Merger Agreement, Morton will acquire 1,218,990 shares of the Class A Common Stock, par value $.01 per share, of the Corporation ("Class A Common Stock") and 100,000 shares of Class B Common Stock, par value $.01 per share, of the Corporation ("Class B Common Stock" and together with the Class A Common Stock, the "Common Stock" ); WHEREAS, pursuant to the Recapitalization, the TCR Group will hold an aggregate of 888,178 shares of the Class A Common Stock and 100,000 shares of Class B Common Stock; WHEREAS, the TCR Group and Morton desire to enter into an agreement with respect to certain matters regarding the transfer and voting of certain PAGE 19 OF 41 PAGES Shares of Common Stock that will be owned by the TCR Group and Morton upon consummation of the Recapitalization and the Merger. NOW THEREFORE, in consideration of the mutual promises and agreements set forth herein, the adequacy of which are hereby acknowledged, the parties hereto agree as follows: 1. Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: "Affiliate" of any Person means (i) in the case of any TCR Group Member, any other Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such TCR Group Member, and (ii) in the case of Morton, a member of Morton's immediate family, which shall include his parents, spouse, children or grandchildren, and spouses of children or grandchildren ("Family Members"), or a trust, corporation or partnership, all of the beneficial interests in which shall be held by Morton or one or more Family Members of Morton; provided, however, that during the period any such trust, corporation, or partnership holds any right, title or interest in any Shares, no Person other than Morton or one or more Family Members of Morton may be or become beneficiaries, stockholders or limited or general partners thereof. "Class A Common Stock" has the meaning set forth in the recitals to this Agreement. "Class B Common Stock" has the meaning set forth in the recitals to this Agreement. PAGE 20 OF 41 PAGES "Common Stock" has the meaning set forth in the recitals to this Agreement. "Common Stock Equivalents" means any security or obligation which is by its terms convertible into Shares of Common Stock, including, without limitation, any option, warrant or other subscription or purchase right with respect to Class A Common Stock or Class B Common Stock. "Effective Time" means the date and time when the Merger Agreement shall become effective (as specified in the Merger Agreement). "Employment Agreement" means that certain Employment Agreement, to be executed between Morton and the Corporation as of the Effective Time. "Fair Market Value" means with respect to (i) any security traded on a registered securities exchange, the NASDAQ Stock Market, or the over the counter market, the average of the last quoted trade of such security on the twenty (20) consecutive trading days ended one trading day before the date of determination of Fair Market Value (provided that for any such trading day on which such security was not traded, the last quoted trade on the next preceding trading day when such security was traded shall be used in computing such average), and (ii) any other asset, the value as determined by a mutually agreed upon appraiser, which shall be either a nationally recognized accounting firm that is not the certified public accounting firm of any TCR Group Member or Morton, or a nationally recognized investment banking firm. PAGE 21 OF 41 PAGES "Fully Permitted Number" means, at any time, (i) in the event that the Maximum Sale Number is less than the number of Shares of Class A Common Stock owned by the TCR Group and its Affiliates and Morton and his Affiliates, each group's pro rata share of the Maximum Sale Number, based upon each group's ownership of outstanding Shares of Class A Common Stock, and (ii) in the event that the Maximum Sale Number is greater than the number of Shares of Class A Common Stock owned by the TCR group and its Affiliates and Morton and his Affiliates (a) in the case of the TCR Group and its Affiliates, the number of Shares of Class A Common Stock owned by the TCR Group and its Affiliates at such time and (b) in the case of Morton and his Affiliates, the Maximum Sale Number minus the number of Shares of Class A Common Stock owned by the TCR Group and its Affiliates at such time. For purposes of this definition, the number of Shares of Class A Common Stock owned by Morton and his Affiliates shall be deemed to be 418,990 Shares less any Shares sold by Morton and his Affiliates after the Effective Time, but not less than zero. Morton and his Affiliates' Fully Permitted Number may exceed 418,990 pursuant to the terms of this definition. "Intention Notice" has the meaning set forth in Section 5.1.2 of this Agreement. "Morton Put Right" has the meaning set forth in Section 4.1 of this Agreement. "Maximum Sale Number" means, at any time, the maximum number of Shares of Class A Common Stock that can be sold without causing a "change in PAGE 22 OF 41 PAGES ownership," as defined in section 382 of the Internal Revenue Code of 1986, as amended. "Permitted Transferee" has the meaning set forth in Section 5.4 of this Agreement. "Person" means any individual, corporation, partnership, limited liability company, firm, joint venture, association, joint stock company, trust, unincorporated organization, governmental body or other entity. "Proxy Termination Date" has the meaning set forth in Section 3.2 of this Agreement. "Put Notice" has the meaning set forth in Section 4.2 of this Agreement. "Put Securities" has the meaning set forth in Section 4.1 of this Agreement. "Recapitalization" means the recapitalization of MLX as contemplated by Sections 4.4 and 5.10 of the Merger Agreement. "Shares" means, with respect to each party, all shares, whether now owned or hereafter acquired, of Class A Common Stock or Class B Common Stock owned by such party or its Affiliates, including shares of Common Stock which are issued upon conversion, exercise or exchange of all Common Stock Equivalents. "transfer" has the meaning set forth in Section 5 of this Agreement. "Transfer Notice" has the meaning set forth in Section 5.1.2 of this Agreement. PAGE 23 OF 41 PAGES "Transfer Notice Provider" has the meaning set forth in Section 5.1.2 of this Agreement. "Transfer Notice Recipient" has the meaning set forth in Section 5.1.2 of this Agreement. "1997 Stock Plan" means the 1997 Stock Option Plan whereby a maximum of 1,166,896 shares of Class A Common Stock, par value $.01 per share, of MLX are authorized to be delivered to certain officers, other key employees, directors and consultants by MLX. 2. Effective Date; Term. This Agreement shall become effective only upon the consummation of the Merger and shall remain in effect until the Proxy Termination Date. 3. Irrevocable Proxy. 3.1 Grant of Proxy. The TCR Group hereby grants to, and appoints Morton as its irrevocable proxy and attorney-in-fact (with full power of substitution) to vote and/or to act by written consent with respect to all of the Shares of Class A Common Stock and Class B Common Stock owned by the TCR Group and its Affiliates with regard to all matters to be voted upon by the stockholders of the Corporation (including the vote for directors of the corporation), provided that the TCR Group does not grant to or appoint Morton as its irrevocable proxy to vote or act with regard to the following matters: (i) the liquidation of the Corporation; (ii) any sale of all, or substantially all, of the assets of the Corporation; and (iii) any PAGE 24 OF 41 PAGES merger or consolidation involving the Corporation, if immediately thereafter stockholders of the Corporation (including Morton) before such merger or consolidation do not hold (by ownership of stock, by proxy or otherwise) the power to vote at least 60% of votes entitled to elect the directors of the corporation resulting from such transaction. The proxy hereby granted by the TCR Group is given in consideration of the other mutual covenants herein contained, and as such is coupled with an interest and shall be irrevocable until the occurrence of an event of termination set forth in Section 3.2. 3.2 Termination of Proxy. The proxy granted to Morton pursuant to Section 3.1 shall terminate and be of no further force or effect upon the earliest to occur of (i) ten years after the Effective Time; (ii) Morton's death or Disability (as defined in the Employment Agreement); (iii) in the event Morton terminates his employment with the Corporation (other than a Constructive Termination as defined in the Employment Agreement); (iv) in the event of Morton's termination by the Corporation for Cause (as defined in the Employment Agreement) or (v) in the event that Morton's ownership of Class A Common Stock falls below 1,096,425 Shares, including for this purpose Shares issuable upon conversion, exercise or exchange of all Common Stock Equivalents, as adjusted to reflect stock splits and similar actions in respect of the Class A Common Stock after the Effective Time (the date of the occurrence of any such event described in clauses (i) through (v) being referred to as the "Proxy Termination Date"). PAGE 25 OF 41 PAGES 4. Morton Put Right. 4.1 Exercise. If at any time prior to the Proxy Termination Date (i) the TCR Group is entitled to vote for a transaction described in (ii) and (iii) of the proviso to Section 3.1; (ii) any TCR Group Member or Affiliate fails to vote in favor of any such transaction and (iii) such transaction is not approved by the stockholders of the Corporation, then Morton shall have the right and option (the "Morton Put Right") to require the TCR Group to purchase all, but not less than all, of the Class A Common Stock and Class B Common Stock then owned by Morton and his Affiliates (the "Put Securities"). If Morton shall exercise the Morton Put Right, the TCR Group shall be obligated, jointly and severally, to purchase the Put Securities for a purchase price equal to the Fair Market Value Morton would have received in such proposed transaction for his Class A Common Stock and Class B Common Stock, provided that in the event that Morton would have retained any or all of the Put Securities in such proposed transaction, the purchase price for such Put Securities shall be equal to the Fair Market Value of such Put Securities. 4.2 Notice and Duration. Exercise of the Morton Put Right may only be effected by delivering written notice to the TCR Group (the "Put Notice"). The Put Notice shall state the number of Put Securities held by Morton and his Affiliates. Exercise of the Morton Put Right shall be made, if at all, within 20 days after the occurrence of the event giving rise to the Morton Put Right. PAGE 26 OF 41 PAGES 4.3 Closing of Purchase of Put Securities. In any case where Morton exercises the Morton Put Right, the TCR Group shall purchase for cash the Put Securities within 45 days of the delivery of the Put Notice. 4.4 Termination of Morton Put Right. Morton shall have no right to exercise the Morton Put Right following, and the Morton Put Right shall terminate and be of no further force and effect, on the earliest to occur of (i) the expiration of the 20 day period described in Section 4.2 or (ii) the Proxy Termination Date. 5. Restrictions on Transfer and Purchase of Shares. The TCR Group and their Affiliates and Morton and his Affiliates shall not sell, give, assign, hypothecate, pledge, encumber, grant a security interest in or otherwise dispose of (whether by operation of law or otherwise) (each a "transfer") or purchase any Shares or any right, title or interest therein or thereto, except for transfers and purchases made in compliance with the provisions of this Agreement. Notwithstanding the existence of the proxy contained in Section 3.1, the TCR Group and its Affiliates may transfer Shares pursuant to the terms of this Agreement and any Shares transferred in compliance with the terms of this Agreement shall be free and clear of such proxy. 5.1 Limitation on Transfer of Class A Common Stock. 5.1.1 For three (3) years after the Effective Time, neither the TCR Group, Morton, nor any of their respective Affiliates may transfer any Shares of Class A Common Stock owned as of the Effective Time. PAGE 27 OF 41 PAGES 5.1.2 Commencing three (3) years after the Effective Time, neither Morton, any TCR Group Member nor any of their respective Affiliates may transfer any Shares of Class A Common Stock without complying with the procedures and requirements set forth in this Section 5.1.2. Prior to making any such transfer, Morton or any of his Affiliates, on the one hand, or the TCR Group or any of its Affiliates, on the other hand, shall provide written notice (the "Transfer Notice" and such party providing the Transfer Notice together with its Affiliates being referred to herein as the "Transfer Notice Provider") to the other party (together with its Affiliates the "Transfer Notice Recipient") of the Transfer Notice Provider's intention to make such transfer, which notice shall state the number of Shares proposed to be transferred, which number may be up to the Transfer Notice Provider's Fully Permitted Number. Within fifteen (15) days of the delivery of such Transfer Notice, the Transfer Notice Recipient shall deliver written notice (the "Intention Notice") to the Transfer Notice Provider, which notice shall state one of the following: (i) that the Transfer Notice Recipient does not intend to sell any Shares of Class A Common Stock or (ii) that the Transfer Notice Recipient intends to sell Shares of Class A Common Stock and the number of Shares such party intends to sell, which number may be up to the Transfer Notice Recipient's Fully Permitted Number. In the event that the Intention Notice contains the information contained in clause (i) above or in the event that no Intention Notice is provided, the Transfer Notice Provider may sell Shares of Class A Common Stock in any amount up to the Transfer Notice Provider's Fully Permitted Number, provided that such transfer shall PAGE 28 OF 41 PAGES be made within sixty (60) days from the earlier of (a) the date on which the Intention Notice is provided or (b) fifteen (15) days from the date the Transfer Notice is provided. In the event that the Intention Notice contains the information contained in clause (ii) above, the Transfer Notice Provider and the Transfer Notice Recipient may transfer Shares of Class A Common Stock in an amount up to their respective Fully Permitted Numbers, provided that such transfer shall be made within sixty (60) days from the earlier of (a) the date on which the Intention Notice is provided or (b) fifteen (15) days from the date the Transfer Notice is provided. Any attempt to transfer any Shares in violation of this Section 5.1.2 shall be null and void ab initio and the Corporation shall not register any such transfer. Nothing contained within this Section 5.1.2 shall be deemed to affect the obligations of Morton, any TCR Group Member or any of their respective Affiliates to comply with any conditions or requirements set forth in the Articles of Incorporation of the Corporation, including any requirement to obtain any approval of the Board of Directors of the Corporation, any other documents of corporate governance, any other contract or agreement, or any applicable federal or state securities laws. 5.2 Limitation on Transfer of Class B Common Stock. Neither the TCR Group, Morton, nor any of their respective Affiliates may transfer any Shares of Class B Common Stock owned as of the Effective Time or convert any Shares of Class B Common Stock owned as of the Effective Time into Shares of Class A Common Stock pursuant to Section 2.3 of the Articles of Amendment of the PAGE 29 OF 41 PAGES Articles of Incorporation of MLX until the earlier of (i) ten (10) years after the Effective Time or (ii) the Proxy Termination Date. 5.3 Limitation on Purchase of Shares. Neither the TCR Group or any of its Affiliates, on the one hand, nor Morton or any of his Affiliates, on the other hand, shall purchase additional Shares of Class A Common Stock or Class B Common Stock after the Effective Time without the approval of Morton or the TCR Group, respectively, and of the Board of Directors of the Corporation, provided that this limitation shall not apply to the purchase of Shares of Class A Common Stock by Morton and his Affiliates pursuant to Common Stock Equivalents owned by Morton immediately after the Merger or issued to Morton pursuant to the 1997 Stock Plan. 5.4 Permitted Transfers. Notwithstanding anything to the contrary contained in this Agreement, but subject to this Section 5.4 and Section 5.5, at any time, any TCR Group Member or Morton or their respective Affiliates may transfer all or a portion of its Shares to any other TCR Group Member or to Morton or their respective Affiliates (each, a "Permitted Transferee") and Morton and his Affiliates may transfer their Shares pursuant to Section 4.1. 5.5 Permitted Transfer Procedures. If any member of the TCR Group or Morton or any of their respective Affiliates wishes to transfer Shares to a Permitted Transferee under Section 5.4, such party shall give written notice to the other party of its intention to make any such transfer not less than ten (10) days prior to effecting such transfer, which notice shall state the name and address of each PAGE 30 OF 41 PAGES Permitted Transferee to whom such transfer is proposed and the number of Shares proposed to be transferred to such Permitted Transferee; provided that the Permitted Transferee shall have assumed in writing all of the obligations of his transferor imposed by this Agreement and shall have agreed to be bound by each of the terms and provisions of this Agreement to which such transferor was bound. 6. Miscellaneous. 6.1 Waiver of Compliance; Consents. Any failure of the TCR Group or its Affiliates, on the one hand, or Morton or his Affiliates, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Morton or the TCR Group, respectively, only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 6.1. 6.2 Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered in person, by facsimile or telegram or on the next business day when sent by overnight courier or on the second succeeding business day when sent by registered or certified mail (postage prepaid, return receipt requested) to the PAGE 31 OF 41 PAGES respective parties at the following addresses (or at such other address for a party as shall be specified by like notice); (i) if to the TCR Group and its Affiliates, to Three Cities Research, Inc. 135 East 57th Street New York, NY 10022 Attention: W. Robert Wright Telecopy: (212) 980-1142 with a copy to: Paul, Weiss, Rifkind, Wharton & Garrison 1285 Avenue of the Americas New York, NY 10019-6064 Attention: Robert M. Hirsh, Esq. Telecopy: (212) 757-3990 and (ii) if to William Morton and his Affiliates, to Morton Metalcraft Holding Co. 1021 West Birchwood Morton, Illinois 61550 Attention: William D. Morton Telecopy: (309) 263-1841 with a copy to Husch & Eppenberger 101 S.W. Adams Street, Suite 800 Peoria, Illinois 61602-1335 Attention: Gene Petersen Telecopy: (309) 637-4928 6.3 Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither this Agreement nor any of the PAGE 32 OF 41 PAGES rights, interests or obligations hereunder shall be assigned by either of the parties hereto without the prior written consent of the other party. This Agreement is not intended to confer upon any other person except the parties hereto any rights or remedies hereunder. 6.4 Governing Law. This Agreement shall be governed by the laws of the State of Delaware, without giving effect to the principles of conflicts of law thereof or of any other jurisdiction. 6.5 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 6.6 Headings. The article and section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties and shall not in any way affect the meaning or interpretation of this Agreement. 6.7 Entire Agreement. This Agreement and the documents or instruments referred to herein, embodies the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, representations, warranties, covenants, or undertakings, other than those expressly set forth or referred to herein. This Agreement supersedes all prior agreements and the understandings between the parties with respect to such subject matter. PAGE 33 OF 41 PAGES 6.8 Specific Performance. The parties hereto intend that each of the parties have the right to seek damages or specific performance in the event that any other party hereto fails to perform such party's obligations hereunder. Therefore, if any party shall institute any action or proceeding to enforce the provisions hereof, any party against whom such action or proceeding is brought hereby waives any claim or defense therein that the plaintiff party has an adequate remedy at law. 6.9 Further Assurances. Each of the parties shall, and shall cause their respective Affiliates to, execute such instruments and take such action as may be reasonably required or desirable to carry out the provisions hereof and the transactions contemplated hereby. PAGE 34 OF 41 PAGES IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. /s/ William D. Morton --------------------- William D. Morton TERBEM LIMITED By: /s/ W. Robert Wright ------------------------ Name: W. Robert Wright Title: Attorney-in-Fact TINVEST LIMITED By: /s/ W. Robert Wright ------------------------ Name: W. Robert Wright Title: Attorney-in-Fact TERIBE LIMITED By: /s/ W. Robert Wright ------------------------ Name: W. Robert Wright Title: Attorney-in-Fact PAGE 35 OF 41 PAGES TCR INTERNATIONAL PARTNERS, L.P. By: Three Cities Research, Inc., its general partner By: /s/ Willem de Vogel ----------------------- Name: Willem de Vogel Title: President MITVEST LIMITED By: /s/ W. Robert Wright ------------------------ Name: W. Robert Wright Title: Attorney-in-Fact BOBST INVESTMENT CORP. By: /s/ W. Robert Wright ------------------------ Name: W. Robert Wright Title: Attorney-in-Fact PAGE 36 OF 41 PAGES TCRI OFFSHORE PARTNERS CV By: /s/ W. Robert Wright ------------------------ Name: W. Robert Wright Title: Attorney-in-Fact PAGE 37 OF 41 PAGES EX-3 4 EXHIBIT 3 EXHIBIT 3 VOTING AGREEMENT AGREEMENT, dated as of January 29, 1998, between Terbem Limited ("Terbem"), TCR International Partners, L.P. ("TCR Int'l"), Bobst Investment Corp. ("Bobst") and Three Cities Offshore Partners CV ("TCRI Offshore," and collectively with Terbem, TCR Int'l and Bobst the "Investors") and Three Cities Holdings Limited ("Three Cities Holdings"); WHEREAS, Morton Metalcraft Holding Co. ("Morton Metalcraft") and MLX Corp. (the "Company" or "MLX") have entered into an Agreement and Plan of Merger, dated as of October 20, 1997, pursuant to which Morton Metalcraft will be merged with and into the Company, with MLX being the surviving corporation; WHEREAS, pursuant to the Merger, Terbem, TCR Int'l, Bobst, Tinvest Limited ("Tinvest"), Quilvest American Equity (f/k/a Teribe Limited) ("Quilvest") and Mitvest Limited ("Mitvest, and collectively with Terbem, TCR Int'l, Bobst, Tinvest and Quilvest, the "TCR Group") and William D. Morton ("Morton") entered into a Shareholders Agreement, dated as of October 20, 1997, pursuant to which the TCR Group granted to Morton certain voting rights with respect to the Class A Common Stock, par value $.01 per share, of the Company ("Class A Common Stock") and Class B Common Stock, par value $.01 per share, of the Company ("Class B Common Stock" and together with the Class A Common Stock, the "Common Stock") owned by the TCR Group subsequent to the Merger; PAGE 38 OF 41 PAGES WHEREAS Mitvest and Tinvest have transferred their shares of existing common stock, par value $.01 per share, of the Company (the "Existing Common Stock") to TCRI Offshore; WHEREAS in furtherance of an arrangement whereby Three Cities Holdings directs the Investors to acquire record ownership of stock and other securities identified by Three Cities Holdings, the Investors have previously granted to Three Cities Holdings the sole and irrevocable power to vote and dispose of those shares of Common Stock that are owned by the Investors (the "Existing Agreement"); WHEREAS the Investors and Three Cities Holdings wish to clarify the voting rights of the parties hereto; NOW, THEREFORE, the parties hereto, intending to be legally bound thereby, agree as follows: 6.9.1 Notwithstanding the Existing Agreement, Three Cities Holdings hereby relinquishes any right to vote and/or act by written consent with respect to all shares of Common Stock owned of record by the Investors with regard to any matter to be voted upon by the shareholders of the Company where such right to vote or act has been granted to Morton or conflicts with any rights granted to Morton pursuant to the Shareholders Agreement; 6.9.2 Notwithstanding the Existing Agreement, Three Cities Holdings relinquishes any right to sell, give, assign, hypothecate, pledge, encumber, grant a security interest in or otherwise dispose of (whether by operation of law or otherwise) (each, a "Transfer") any shares of Common Stock owned of record by the Investors PAGE 39 OF 41 PAGES or to purchase any additional shares of Common Stock on behalf of the Investors where such Transfer or purchase would conflict with any of the restrictions on Transfers and purchases of shares of Common Stock set forth in the Shareholders Agreement; 6.9.3 The parties confirm that Three Cities Holdings shall retain any and all right and power to vote and/or act by written consent with respect to all shares of Common Stock owned by the Investors with regard to any matter to be voted upon by the shareholders of the Company where such right to vote or act has not been granted to Morton pursuant to the Shareholders Agreement. 6.9.4 The parties confirm that Three Cities Holdings shall retain any and all rights to Transfer or otherwise dispose of shares of Common Stock owned by the Investors or to purchase shares of Common Stock on behalf of the Investors in any and all circumstances where such Transfer, disposition or purchase does not conflict with the restrictions on Transfers, dispositions and purchases of shares of Common Stock set forth in the Shareholders Agreement. 6.9.5 This Agreement shall be governed by the laws of the State of New York, without giving effect to the principles of conflicts of laws thereof or of any other jurisdiction. 6.9.6 This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. PAGE 40 OF 41 PAGES IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. TERBEM LIMITED By: /s/ W. Robert Wright ------------------------ Name: W. Robert Wright Title: Attorney-in-Fact TCR INTERNATIONAL PARTNERS, L.P. By: Three Cities Research, Inc., its general partner By: /s/ W. Robert Wright ------------------------ Name: W. Robert Wright Title: Attorney-in-Fact BOBST INVESTMENT CORP. By: /s/ W. Robert Wright ------------------------ Name: W. Robert Wright Title: Attorney-in-Fact THREE CITIES OFFSHORE PARTNERS CV By: /s/ W. Robert Wright ------------------------ Name: W. Robert Wright Title: Attorney-in-Fact THREE CITIES HOLDINGS LIMITED By: /s/ W. Robert Wright ------------------------ Name: W. Robert Wright Title: Attorney-in-Fact PAGE 41 OF 41 PAGES -----END PRIVACY-ENHANCED MESSAGE-----