-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, g+yPoR529GALOuJwXryg4EDKpJxtTwnukncPCA5wGzODG9sew6dUm4+s4zJAHLZk 0yRvww1cXVbH37OjMjm20w== 0000899243-95-000234.txt : 19950505 0000899243-95-000234.hdr.sgml : 19950505 ACCESSION NUMBER: 0000899243-95-000234 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950504 SROS: NONE GROUP MEMBERS: KELLOGG RICHARD C JR GROUP MEMBERS: KIOWA ESTATE TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GEV CORP CENTRAL INDEX KEY: 0000830141 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] IRS NUMBER: 061215192 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40125 FILM NUMBER: 95534645 BUSINESS ADDRESS: STREET 1: 191 MASON ST CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036298014 MAIL ADDRESS: STREET 1: 191 MASON ST CITY: GREENWICH STATE: CT ZIP: 06830 FORMER COMPANY: FORMER CONFORMED NAME: FINEVEST FOODS INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KELLOGG RICHARD C JR CENTRAL INDEX KEY: 0000944692 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 123456789 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4200 NATIONSBANK CENTER STREET 2: 700 LOUISIANA CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7132253831 MAIL ADDRESS: STREET 1: 4200 NATIONSBANK CENTER STREET 2: 700 LOUISIANA CITY: HOUSTON STATE: TX ZIP: 77002 SC 13D/A 1 SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 PIONEER COMPANIES, INC. (formerly known as GEV Corporation) ----------------------------------- (Name of Issuer) Class A Common Stock, $.01 par value ------------------------------------ (Title of Class of Securities) 723643102 --------- (CUSIP Number) Richard C. Kellogg, Jr. 4200 NationsBank Center 700 Louisiana Houston, Texas 77002 (713) 225-3831 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 20, 1995 -------------- (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 Rule 13d-1(b)(3) or (4), check the following box /_/ . Check the following box if a fee is being paid with the statement / /. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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). SCHEDULE 13D - ----------------------- CUSIP NO. 723643102 - ----------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Richard C. Kellogg, Jr. - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [X] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 PF - ------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED TO ITEMS 2(d) or 2(e) /_/ - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 0 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 5,337,338 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 0 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 481,325 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 481,325 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*/X/ 12 - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 6.2% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14 IN - ------------------------------------------------------------------------------ SCHEDULE 13D - ----------------------- CUSIP NO. 723643102 - ----------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Kiowa Estate Trust - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 PF - ------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED TO ITEMS 2(d) or 2(e) /_/ - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cook Islands - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF N/A SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 481,325 (as directed by trust protector) OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING N/A PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 481,325 (as directed by trust protector) - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 481,325 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*/X/ 12 - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 6.2% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14 OO - ------------------------------------------------------------------------------ ORIGINAL REPORT ON SCHEDULE 13D Item 1. Security and Issuer The class of equity securities to which this statement ("this Statement") relates is Class A Common Stock, par value $.01 per share ("Common Stock"). The name and address of the principal executive office of the issuer of the Common Stock (the "Issuer") are Pioneer Companies, Inc., 165 Mason Street, Greenwich, Connecticut 06830. The Issuer was formerly known as "GEV Corporation" and changed its name from "GEV Corporation" to "Pioneer Companies, Inc." on April 20, 1995 in connection with the acquisition referred to below. As of April 27, 1995, the Issuer effected a one-for-four reverse split of the Common Stock. All Common Stock amounts set forth in this Statement, and per share amounts with respect to Common Stock, have been adjusted to give effect to such stock split. Item 2. Identity and Background The persons filing this Statement ("reporting persons") believe that they, together with William R. Berkley ("Berkley") and certain entities related to Berkley, may constitute a "group" within the meaning of the rules and regulations issued under Section 13(d) of the Securities and Exchange Act of 1934, as amended. None of the reporting persons hereby undertakes any responsibility for the accuracy or completeness of any information concerning any other reporting person, or any other person that may constitute a member of any such group, contained in this Statement. Information with Respect to Richard C. Kellogg, Jr. The following information in this Item 2 is provided with respect to Richard C. Kellogg, Jr. ("Kellogg"). (a) The name of the reporting person is Richard C. Kellogg, Jr. Kellogg is the beneficial owner of 481,325 shares of Common Stock, which shares are held of record by the Kiowa Estate Trust, a trust for which Southpac Trust International Inc. serves as trustee (the "Trustee"). As the trust protector and a beneficiary of the Kiowa Estate Trust, Kellogg has the authority to direct the Trustee respecting voting and disposition of the Common Stock. (b) The business address of Kellogg is 4200 NationsBank Center, 700 Louisiana, Houston, Texas 77002. (c) Kellogg's principal occupation is serving as President of the Issuer, and as an officer of subsidiaries of the Issuer. (d) Kellogg has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years. (e) During the last five years, Kellogg has not 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. (f) Kellogg is a citizen of the United States of America. Information with Respect to the Kiowa Estate Trust The following information in this Item 2 is provided with respect to the Kiowa Estate Trust: (a) The name of the reporting person is Kiowa Estate Trust. (b) The business address of the Kiowa Estate Trust is c/o Richard C. Kellogg, Jr., 4200 NationsBank Center, 700 Louisiana, Houston, Texas 77002. (c) The Kiowa Estate Trust is the record holder of 481,325 shares of Common Stock. The Trustee pursuant to the Kiowa Estate Trust votes and disposes of the Common Stock as directed by Kellogg in his capacity as the trust protector under the Kiowa Estate Trust. (d) The Kiowa Estate Trust has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years. (e) During the last five years, the Kiowa Estate Trust has not 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 first order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation of such laws. Item 3. Sources and Amounts of Funds or Other Consideration The Kiowa Estate Trust purchased 481,325 shares of Common Stock from the Issuer on April 20, 1995 for $2,541,400, or $5.28 per share. The shares of Common Stock so acquired by the Kiowa Estate Trust were acquired with personal funds, constituting a portion of the proceeds received by the Kiowa Estate Trust on such date from the sale to a subsidiary of the Issuer of shares of the common stock of Pioneer Americas, Inc., a Delaware corporation. Item 4. Purpose of Transaction The Kiowa Estate Trust acquired the shares of Common Stock for investment purposes and in connection with the acquisition (the "Acquisition") by the Issuer and its wholly owned subsidiary, Pioneer Americas Acquisition Corp. ("Acquisition Corp.") of all of the outstanding common stock of Pioneer Americas, Inc. Neither Kellogg nor the Kiowa Estate Trust has any present plans or proposals that relate to or would result in any of the actions required to be described in Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer (a) See the information contained in items (7) - (10), (11) and (13) on each of the cover pages of this Statement for a description of the aggregate number and percentage of outstanding shares of Common Stock beneficially owned (including the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or direct the vote, sole power to dispose or to direct the disposition or shared power to dispose or to direct the disposition) by each person described in Item 2. To the knowledge of the reporting persons, Berkley is the beneficial owner of 2,015,104 shares of Common Stock, and Interlaken Investment Partners, L.P. ("Interlaken Partnership") is the beneficial owner of 2,840,909 shares of Common Stock. To the knowledge of the reporting persons, Interlaken Management Partners, L.P. is the sole general partner of the Interlaken Partnership, and Lake Management, Inc. is the sole general partner of Interlaken Management Partners, L.P. Berkley is the sole stockholder and chairman of the board of Lake Management, Inc. Kellogg and the Kiowa Estate Trust disclaim beneficial ownership of the shares of Common Stock beneficially owned by Berkley or any affiliate of Berkley, as to which Kellogg has shared power to vote. (b) See paragraph (a) above. (c) The Kiowa Estate Trust acquired the 481,325 shares of Common Stock from the Issuer on April 20, 1995 in connection with the Acquisition. In connection with the Acquisition, Kellogg entered into an employment agreement with the Issuer and was granted, pursuant to the Issuer's 1995 Stock Incentive Plan, options for the purchase of 123,076 shares of Common Stock for an exercise price of $6.50 per share. These options are exercisable beginning April 20, 1998. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of The Issuer In connection with the Acquisition, Kellogg and Berkley entered into a shareholders agreement, which provides that Kellogg will vote any shares of Common Stock owned by him or over which he exercises voting control for Berkley's designees for election to the Issuer's Board of Directors and that Berkley will vote any shares of Common Stock owned by him or over which he exercises voting control for the election of Kellogg as a director of the Issuer, in each case for so long as Kellogg is employed by the Issuer pursuant to his employment agreement with the Issuer. In connection with the Acquisition, the Issuer entered into a Registration Rights Agreement with Kellogg and certain other holders of Common Stock pursuant to which the Issuer granted to Kellogg and such other stockholders certain rights to have shares of Common Stock (including shares held of record by the Kiowa Estate Trust) included in registration statements that may be filed by the Issuer with respect to its equity securities. In connection with the Acquisition, Kellogg entered into an employment agreement with the Issuer and was granted, pursuant to the Issuer's 1995 Stock Incentive Plan, options for the purchase of 123,076 shares of Common Stock for an exercise price of $6.50 per share. These options are exercisable beginning April 20, 1998. Neither Kellogg nor the Kiowa Estate Trust is a party to any agreement or arrangement with the Interlaken Partnership. Although 481,325 shares of Common Stock subject to this Statement are held of record by the Kiowa Estate Trust, Kellogg, as the trust protector and beneficiary of such trust, has exclusive authority to direct the voting and disposition of such shares. Item 7. Material to be Filed as Exhibits The following exhibits are filed with this Statement: Exhibit 1: Shareholders Agreement between William R. Berkley and Richard C. Kellogg, Jr. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. May 3, 1995 Richard C. Kellogg, Jr. ------------------------ Richard C. Kellogg, Jr. SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. May 3, 1995 KIOWA ESTATE TRUST By: Southpac Trust International Inc., as Trustee By: Howard Shulman ------------------------------------ Howard Shulman, as the duly authorized attorney-in-fact and agent of Southpac Trust International Inc., in its capacity as Trustee of The Kiowa Estate Trust and not in its personal capacity EX-1 2 SHAREHOLDERS' AGREEMENT SHAREHOLDERS' AGREEMENT This SHAREHOLDERS' AGREEMENT, dated as of April 20, 1995 (the "Agreement"), by and between William R. Berkley ("Berkley") and Richard C. Kellogg, Jr. ("Kellogg"), W I T N E S S E T H: - - - - - - - - - - WHEREAS, GEV Corporation, a Delaware corporation (the "Company") and Pioneer Americas Acquisition Corp., a Delaware corporation and wholly owned subsidiary of the Company (the "Buyer"), have agreed to acquire all of the issued and outstanding capital stock of Pioneer Americas, Inc., a Delaware corporation ("Pioneer"), pursuant to that certain Stock Purchase Agreement, dated March 24, 1995, by and among the Company, the Buyer and the stockholders of Pioneer and certain other Persons named therein (the "Purchase Agreement"); and WHEREAS, the Company has agreed to issue, and the Kellogg has agreed to purchase, 1,925,303 shares (the "Shares") of the Company's Class A common stock, par value $.01 per share (the "Class A Common Stock"), pursuant to the terms of the Purchase Agreement and that certain Subscription Agreement, dated even date herewith, between the Company and Kellogg (the "Subscription Agreement"); WHEREAS, pursuant to certain provisions of the Purchase Agreement and the Subscription Agreement, it is a condition precedent to the obligations of the respective parties thereto that this Agreement be entered into on or prior to the closing of the transactions contemplated by such agreements; NOW, THEREFORE, in consideration of the mutual terms, conditions and other agreements set forth herein, the parties hereto hereby agree as follows: SECTION 1. Defined Terms. Capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in the Purchase Agreement. Whenever used in this Agreement, any noun or pronoun shall be deemed to include both the singular and plural and to cover all genders. SECTION 2. Nomination of Directors. (a) For so long as Kellogg is employed by the Company pursuant to the terms of that certain Employment Agreement, dated of even date herewith, between the Company and Kellogg (the "Kellogg Employment Agreement"), Berkley agrees to nominate Kellogg as a director of the Company and to vote, or provide written consents with respect to, all shares of Class A Common Stock and any other shares of the capital stock of the Company entitled to vote in the election of directors owned of record or beneficially, directly or indirectly, by him, or over which he exercises voting control, (i) for the election of Kellogg as a director of the Company and (ii) against any removal or replacement of Kellogg as a director (except for removal for cause), whether at an annual or special meeting or otherwise. (b) For so long as Kellogg is employed by the Company pursuant to the terms of the Kellogg Employment Agreement, Kellogg agrees to join with Berkley in the nomination of such Persons as Berkley may designate (the "Berkley Nominees") to stand for election as directors of the Company and to vote, or provide written consents with respect to, all shares of Class A Common Stock and any other shares of the capital stock of the Company entitled to vote in the election of directors owned of record or beneficially, directly or indirectly, by Kellogg, or over which Kellogg exercises voting control, (i) for the election of the Berkley Nominees as directors of the Company and (ii) against any removal or replacement of any Berkley Nominee as a director (except for removal for cause or any removal or replacement action initiated by Berkley), whether at an annual or special meeting or otherwise. SECTION 3. Other Covenants. As soon as practicable, but in any event within 30 days after the Closing Date, Berkley shall take any and all actions reasonably necessary or desirable to cause the Board of Directors of the Company to be expanded and to install Kellogg as a director thereon. SECTION 4. Termination. This Agreement shall terminate on the earlier of: (a) the execution by Berkley and Kellogg of a writing providing for the termination of this Agreement; and (b) the date as of which Berkley and his Affiliates own less than 5% of the outstanding shares of Common Stock of the Company and (c) the date as of which Kellogg is no longer employed by the Company pursuant to the terms of the Kellogg Employment Agreement. SECTION 5. No Fiduciary Duty. Notwithstanding any other provision of this Agreement to the contrary, nothing contained herein shall be deemed to create any fiduciary duty or other express or implied duty between or among Berkley and Kellogg except as expressly set forth herein. SECTION 6. Notices. (a) All communications under this Agreement shall be in writing and shall be delivered by hand, by facsimile or mailed by overnight courier or by registered or certified mail, postage prepaid: (i) if to Berkley, at 165 Mason Street, Greenwich, Connecticut 06830, facsimile number 203-629-8554 or at such other address as Berkley may have furnished to Kellogg in writing; and (ii) if to Kellogg at Pioneer Chlor Alkali Company, Inc., 700 Louisiana, 42nd Floor, 2 Houston, Texas 77002, or at such other address as Kellogg may have furnished to Berkley in writing. (b) Any notice so addressed shall be deemed to be given: if delivered by hand or by facsimile, on the date of such delivery; if mailed by courier, on the first business day following the date of such mailing; and if mailed by registered or certified mail, on the third business day after the date of such mailing. SECTION 7. Directly or Indirectly. Where any provision in this Agreement refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person (provided that the provisions shall not apply to any actions taken or not taken by Interlaken Investment Partners, L.P., a Delaware limited partnership. SECTION 8. Entire Agreement. This Agreement, together with the exhibits and schedules hereto, represents the entire agreement and understanding of the parties with reference to the transactions set forth herein and no representations or warranties have been made in connection with this Agreement other than those expressly set forth herein. This Agreement supersedes all prior negotiations, discussions, correspondence, communications, understandings and agreements between the parties relating to the subject matter of this Agreement, all of which are merged into this Agreement. SECTION 9. Waivers and Amendments. Kellogg and Berkley may by written notice to the other extend the time for the performance of any of the obligations or other actions of the other or waive performance of any of the obligations of the other created under this Agreement. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach, whether or not similar. This Agreement may be amended, modified or supplemented only by a written instrument executed by Kellogg and Berkley. SECTION 10. Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. SECTION 11. Titles and Headings. The titles and headings contained in this Agreement are solely for convenience of reference and shall not affect the meaning or interpretation of this Agreement or of any term or provision hereof. 3 SECTION 12. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall be considered one and the same agreement. SECTION 13. Enforcement of the Agreement. The parties hereto agree that irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereto, this being in addition to any other remedy to which they are entitled at law or in equity. SECTION 14. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO THE CHOICE-OF-LAW PROVISIONS THEREOF. SECTION 15. Conflicts. The parties intend that in the case of any conflict or inconsistency between this Agreement and the Bylaws of the Company, that this Agreement shall control, and therefore in the event that any term or provision of this Agreement is rendered invalid, illegal or unenforceable by the Bylaws of the Company, the parties agree to seek to amend the Bylaws of the Company so as to render such term or provision valid, legal and enforceable, to the extent legally permitted, and to take any and all actions necessary or desirable to accomplish such amendment. SECTION 16. Binding Effect. This Agreement shall inure to the benefit of and be binding upon each of the parties hereto and their respective successors, heirs, executors, personal representatives, administrators, distributees, devisees, legatees and assigns. 4 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. ---------------------------- William R. Berkley ---------------------------- Richard C. Kellogg, Jr. 5 -----END PRIVACY-ENHANCED MESSAGE-----