-----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, RGw3PGKsugW79P12ri1kmGoxTNvCFa/GW0kSb4AvkTtJNm1pVYqwywpA2tgRrHQF qlqZvYqxWxif6AKwqwk4Xw== 0000950129-04-004956.txt : 20040719 0000950129-04-004956.hdr.sgml : 20040719 20040719152604 ACCESSION NUMBER: 0000950129-04-004956 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20040719 GROUP MEMBERS: ALEXANDER EDELBROCK WILSON TRUST GROUP MEMBERS: BROOKE ELIZABETH ROBB TRUST GROUP MEMBERS: CARCY EDELBROCK ROBB TRUST GROUP MEMBERS: CATHLEEN EDELBROCK TRUST GROUP MEMBERS: CHRISTINA EDELBROCK WILSON TRUST GROUP MEMBERS: COURTNEY ISOM TRUST GROUP MEMBERS: EDELBROCK HOLDINGS INC GROUP MEMBERS: EDELBROCK MERGER SUB INC GROUP MEMBERS: GRANT DOUGLAS ROBB TRUST GROUP MEMBERS: KYLE PATRICK ROBB TRUST GROUP MEMBERS: NANCY EDELBROCK GROUP MEMBERS: O VICTOR EDELBROCK JR GROUP MEMBERS: SEAN MICHAEL ROBB TRUST GROUP MEMBERS: TROY FREDERICK ROBB TRUST GROUP MEMBERS: VIC AND NANCY EDELBROCK INTER VIVOS TRUST GROUP MEMBERS: VIC EDELBROCK SR WILL MARITAL DEDUCTION FUND GROUP MEMBERS: VIC EDELBROCK SR WILL RESIDUARY FUND SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EDELBROCK CORP CENTRAL INDEX KEY: 0000929037 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 330627520 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-53153 FILM NUMBER: 04920039 BUSINESS ADDRESS: STREET 1: 2700 CALIFORNIA STREET CITY: TORRANCE STATE: CA ZIP: 90503 BUSINESS PHONE: 3107812222 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EDELBROCK O VICTOR CENTRAL INDEX KEY: 0001201312 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2700 CALIFORNIA STREET CITY: TORRANCE STATE: CA ZIP: 90503 BUSINESS PHONE: 3107812222 MAIL ADDRESS: STREET 1: 2700 CALIFORNIA STREET CITY: TORRANCE STATE: CA ZIP: 90503 SC 13D 1 a00323sc13d.htm SC 13D sc13d
 

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. )*

Edelbrock Corporation

(Name of Issuer)

Common Stock $0.01 par value

(Title of Class of Securities)

279434104

(Cusip Number)

Jeffrey L. Thompson
Edelbrock Corporation
2700 California Street
Torrance, CA 90503
(310) 781-2222

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

June 25, 2004

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §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).

1

 

             
CUSIP No. 279434104
  1. Name of Reporting Person:
O. Victor Edelbrock, Jr.		 I.R.S. Identification Nos. of above persons (entities only):
Not applicable
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
BK, SC
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
1,976,458 shares
8. Shared Voting Power:
860,557 shares
9. Sole Dispositive Power:
1,976,458 shares
10.Shared Dispositive Power:
860,557 shares
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
2,837,015 shares (1)
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
x
  13.Percent of Class Represented by Amount in Row (11):
51.4%
  14.Type of Reporting Person (See Instructions):
IN

(1)   Includes 860,557 shares owned by the Vic and Nancy Edelbrock Inter Vivos Trust dated December 19, 1980, 700,282 shares owned by the Vic Edelbrock, Sr. Will Marital Deduction Fund, 618,750 shares owned by the Vic Edelbrock, Sr. Will Residuary Fund, 73,521 shares owned by the Sean Michael Robb Trust, 73,521 shares owned by the Alexander Edelbrock Wilson Trust, 73,521 shares owned by the Courtney Isom Trust, 43,510 shares owned by the Carey Edelbrock Robb Trust, 43,521

2

 

    shares owned by the Cathleen Edelbrock Trust, 73,510 shares owned by the Christina Edelbrock Wilson Trust, 16,959 shares owned by the Troy Frederick Robb Trust, 16,959 shares owned by the Grant Douglas Robb Trust, 16,959 shares owned by the Brooke Elizabeth Robb Trust, 16,959 shares owned by the Kyle Patrick Robb Trust, 177,548 shares attributable to Mr. Edelbrock’s beneficial interest in Edelbrock Corporation’s 401(k) Retirement Plan and 30,938 shares that Mr. Edelbrock has the right to acquire pursuant to options. Mr. Edelbrock is the sole trustee of the trusts described in the preceding sentence except for the Vic and Nancy Edelbrock Inter Vivos Trust dated December 19, 1980, of which he is co-trustee with his spouse, Nancy Edelbrock. Does not include 398 shares attributable to Mrs. Edelbrock’s beneficial interest in Edelbrock Corporation’s 401(k) Retirement Plan and with respect to which Mr. Edelbrock disclaims beneficial ownership.

3

 

             
CUSIP No. 279434104
  1. Name of Reporting Person:
Nancy Edelbrock		 I.R.S. Identification Nos. of above persons (entities only):
Not applicable
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
BK, SC
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
398 shares
8. Shared Voting Power:
860,557 shares
9. Sole Dispositive Power:
398 shares
10.Shared Dispositive Power:
860,557 shares
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
860,955 shares (2)
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
x
  13.Percent of Class Represented by Amount in Row (11):
15.7%
  14.Type of Reporting Person (See Instructions):
IN

(2)   Includes 860,557 shares owned by the Vic and Nancy Edelbrock Inter Vivos Trust dated December 19, 1980, of which Mrs. Edelbrock is a co-trustee with her spouse, O. Victor Edelbrock, Jr., and 398 shares attributable to Mrs. Edelbrock’s beneficial interest in Edelbrock Corporation’s 401(k) Retirement Plan. Does not include any shares owned by the Vic Edelbrock, Sr. Will Marital Deduction Fund, the Vic Edelbrock, Sr. Will Residuary Fund, the Sean Michael Robb Trust, the

4

 

    Alexander Edelbrock Wilson Trust, the Courtney Isom Trust, the Carey Edelbrock Robb Trust, the Cathleen Edelbrock Trust, the Christina Edelbrock Wilson Trust, the Troy Frederick Robb Trust, the Grant Douglas Robb Trust, the Brooke Elizabeth Robb Trust, or the Kyle Patrick Robb Trust. Mr. Edelbrock is the sole trustee of the trusts described in the preceding sentence, and Mrs. Edelbrock disclaims beneficial ownership of all shares that are owned by such trusts. Also does not include any shares attributable to Mr. Edelbrock’s beneficial interest in Edelbrock Corporation’s 401(k) Retirement Plan or any shares that Mr. Edelbrock has the right to acquire pursuant to options that have been granted to him, and with respect to which Mrs. Edelbrock disclaims beneficial ownership.

5

 

             
CUSIP No. 279434104
  1. Name of Reporting Person:
The Vic and Nancy Edelbrock Inter Vivos Trust dated December 19, 1980		 I.R.S. Identification Nos. of above persons (entities only):
Not applicable
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
BK, SC
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
California
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
860,557 shares
8. Shared Voting Power:
0 shares
9. Sole Dispositive Power:
860,557 shares
10.Shared Dispositive Power:
0 shares
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
860,557 shares (3)
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
x
  13.Percent of Class Represented by Amount in Row (11):
15.7%
  14.Type of Reporting Person (See Instructions):
OO

(3)   Excludes all shares that are disclosed in this Schedule 13D as being owned by other persons who are parties to this Schedule 13D; the reporting person disclaims beneficial ownership of all such shares.

6

 

             
CUSIP No. 279434104
  1. Name of Reporting Person:
The Vic Edelbrock, Sr. Will Marital Deduction Fund		 I.R.S. Identification Nos. of above persons (entities only):
Not applicable
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
BK, SC
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
California
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
700,282 shares
8. Shared Voting Power:
0 shares
9. Sole Dispositive Power:
700,282 shares
10.Shared Dispositive Power:
0 shares
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
700,282 shares (3)
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
x
  13.Percent of Class Represented by Amount in Row (11):
12.8%
  14.Type of Reporting Person (See Instructions):
OO

(3)   Excludes all shares that are disclosed in this Schedule 13D as being owned by other persons who are parties to this Schedule 13D; the reporting person disclaims beneficial ownership of all such shares.

7

 

             
CUSIP No. 279434104
  1. Name of Reporting Person:
The Vic Edelbrock, Sr. Will Residuary Fund		 I.R.S. Identification Nos. of above persons (entities only):
Not applicable
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
BK, SC
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
California
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
618,750 shares
8. Shared Voting Power:
0 shares
9. Sole Dispositive Power:
618,750 shares
10.Shared Dispositive Power:
0 shares
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
618,750 shares (3)
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
x
  13.Percent of Class Represented by Amount in Row (11):
11.3%
  14.Type of Reporting Person (See Instructions):
OO

(3)   Excludes all shares that are disclosed in this Schedule 13D as being owned by other persons who are parties to this Schedule 13D; the reporting person disclaims beneficial ownership of all such shares.

8

 

             
CUSIP No. 279434104
  1. Name of Reporting Person:
The Sean Michael Robb Trust		 I.R.S. Identification Nos. of above persons (entities only):
Not applicable
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
BK, SC
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
California
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
73,521 shares
8. Shared Voting Power:
0 shares
9. Sole Dispositive Power:
73,521 shares
10.Shared Dispositive Power:
0 shares
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
73,521 shares (3)
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
x
  13.Percent of Class Represented by Amount in Row (11):
1.3%
  14.Type of Reporting Person (See Instructions):
OO

(3)   Excludes all shares that are disclosed in this Schedule 13D as being owned by other persons who are parties to this Schedule 13D; the reporting person disclaims beneficial ownership of all such shares.

9

 

             
CUSIP No. 279434104
  1. Name of Reporting Person:
The Alexander Edelbrock Wilson Trust		 I.R.S. Identification Nos. of above persons (entities only):
Not applicable
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
BK, SC
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
California
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
73,521 shares
8. Shared Voting Power:
0 shares
9. Sole Dispositive Power:
73,521 shares
10.Shared Dispositive Power:
0 shares
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
73,521 shares (3)
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
x
  13.Percent of Class Represented by Amount in Row (11):
1.3%
  14.Type of Reporting Person (See Instructions):
OO

(3)   Excludes all shares that are disclosed in this Schedule 13D as being owned by other persons who are parties to this Schedule 13D; the reporting person disclaims beneficial ownership of all such shares.

10

 

             
CUSIP No. 279434104
  1. Name of Reporting Person:
The Courtney Isom Trust		 I.R.S. Identification Nos. of above persons (entities only):
Not applicable
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
BK, SC
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
California
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
73,521 shares
8. Shared Voting Power:
0 shares
9. Sole Dispositive Power:
73,521 shares
10.Shared Dispositive Power:
0 shares
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
73,521 shares (3)
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
x
  13.Percent of Class Represented by Amount in Row (11):
1.3%
  14.Type of Reporting Person (See Instructions):
OO

(3)   Excludes all shares that are disclosed in this Schedule 13D as being owned by other persons who are parties to this Schedule 13D; the reporting person disclaims beneficial ownership of all such shares.

11

 

             
CUSIP No. 279434104
  1. Name of Reporting Person:
The Carey Edelbrock Robb Trust		 I.R.S. Identification Nos. of above persons (entities only):
Not applicable
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
BK, SC
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
California
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
43,510 shares
8. Shared Voting Power:
0 shares
9. Sole Dispositive Power:
43,510 shares
10.Shared Dispositive Power:
0 shares
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
43,510 shares (3)
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
x
  13.Percent of Class Represented by Amount in Row (11):
Less than 1.0%
  14.Type of Reporting Person (See Instructions):
OO

(3)   Excludes all shares that are disclosed in this Schedule 13D as being owned by other persons who are parties to this Schedule 13D; the reporting person disclaims beneficial ownership of all such shares.

12

 

             
CUSIP No. 279434104
  1. Name of Reporting Person:
The Cathleen Edelbrock Trust		 I.R.S. Identification Nos. of above persons (entities only):
Not applicable
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
BK, SC
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
California
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
43,521 shares
8. Shared Voting Power:
0 shares
9. Sole Dispositive Power:
43,521 shares
10.Shared Dispositive Power:
0 shares
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
43,521 shares (3)
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
x
  13.Percent of Class Represented by Amount in Row (11):
Less than 1.0%
  14.Type of Reporting Person (See Instructions):
OO

(3)   Excludes all shares that are disclosed in this Schedule 13D as being owned by other persons who are parties to this Schedule 13D; the reporting person disclaims beneficial ownership of all such shares.

13

 

             
CUSIP No. 279434104
  1. Name of Reporting Person:
The Christina Edelbrock Wilson Trust		 I.R.S. Identification Nos. of above persons (entities only):
Not applicable
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
BK, SC
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
California
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
73,510 shares
8. Shared Voting Power:
0 shares
9. Sole Dispositive Power:
73,510 shares
10.Shared Dispositive Power:
0 shares
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
73,510 shares (3)
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
x
  13.Percent of Class Represented by Amount in Row (11):
1.3%
  14.Type of Reporting Person (See Instructions):
OO

(3)   Excludes all shares that are disclosed in this Schedule 13D as being owned by other persons who are parties to this Schedule 13D; the reporting person disclaims beneficial ownership of all such shares.

14

 

             
CUSIP No. 279434104
  1. Name of Reporting Person:
The Troy Frederick Robb Trust		 I.R.S. Identification Nos. of above persons (entities only):
Not applicable
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
BK, SC
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
California
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
16,959 shares
8. Shared Voting Power:
0 shares
9. Sole Dispositive Power:
16,959 shares
10.Shared Dispositive Power:
0 shares
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
16,959 shares (3)
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
x
  13.Percent of Class Represented by Amount in Row (11):
Less than 1.0%
  14.Type of Reporting Person (See Instructions):
OO

(3)   Excludes all shares that are disclosed in this Schedule 13D as being owned by other persons who are parties to this Schedule 13D; the reporting person disclaims beneficial ownership of all such shares.

15

 

             
CUSIP No. 279434104
  1. Name of Reporting Person:
The Grant Douglas Robb Trust		 I.R.S. Identification Nos. of above persons (entities only):
Not applicable
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
BK, SC
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
California
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
16,959 shares
8. Shared Voting Power:
0 shares
9. Sole Dispositive Power:
16,959 shares
10.Shared Dispositive Power:
0 shares
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
16,959 shares (3)
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
x
  13.Percent of Class Represented by Amount in Row (11):
Less than 1.0%
  14.Type of Reporting Person (See Instructions):
OO

(3)   Excludes all shares that are disclosed in this Schedule 13D as being owned by other persons who are parties to this Schedule 13D; the reporting person disclaims beneficial ownership of all such shares.

16

 

             
CUSIP No. 279434104
  1. Name of Reporting Person:
The Brooke Elizabeth Robb Trust		 I.R.S. Identification Nos. of above persons (entities only):
Not applicable
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
BK, SC
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
California
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
16,959 shares
8. Shared Voting Power:
0 shares
9. Sole Dispositive Power:
16,959 shares
10.Shared Dispositive Power:
0 shares
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
16,959 shares (3)
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
x
  13.Percent of Class Represented by Amount in Row (11):
Less than 1.0%
  14.Type of Reporting Person (See Instructions):
OO

(3)   Excludes all shares that are disclosed in this Schedule 13D as being owned by other persons who are parties to this Schedule 13D; the reporting person disclaims beneficial ownership of all such shares.

17

 

             
CUSIP No. 279434104
  1. Name of Reporting Person:
The Kyle Patrick Robb Trust		 I.R.S. Identification Nos. of above persons (entities only):
Not applicable
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
BK, SC
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
California
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
16,959 shares
8. Shared Voting Power:
0 shares
9. Sole Dispositive Power:
16,959 shares
10.Shared Dispositive Power:
0 shares
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
16,959 shares (3)
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
x
  13.Percent of Class Represented by Amount in Row (11):
Less than 1.0%
  14.Type of Reporting Person (See Instructions):
OO

(3)   Excludes all shares that are disclosed in this Schedule 13D as being owned by other persons who are parties to this Schedule 13D; the reporting person disclaims beneficial ownership of all such shares.

18

 

             
CUSIP No. 279434104
  1. Name of Reporting Person:
Edelbrock Holdings, Inc.		 I.R.S. Identification Nos. of above persons (entities only):
Not required to be disclosed by Schedule 13D
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
BK, SC
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0 shares
8. Shared Voting Power:
0 shares
9. Sole Dispositive Power:
0 shares
10.Shared Dispositive Power:
0 shares
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
0 shares (3)
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
x
  13.Percent of Class Represented by Amount in Row (11):
0%
  14.Type of Reporting Person (See Instructions):
CO

(3)   Excludes all shares that are disclosed in this Schedule 13D as being owned by other persons who are parties to this Schedule 13D; the reporting person disclaims beneficial ownership of all such shares.

19

 

             
CUSIP No. 279434104
  1. Name of Reporting Person:
Edelbrock Merger Sub, Inc.		 I.R.S. Identification Nos. of above persons (entities only):
Not required to be disclosed by Schedule 13D
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
BK, SC
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0 shares
8. Shared Voting Power:
0 shares
9. Sole Dispositive Power:
0 shares
10.Shared Dispositive Power:
0 shares
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
0 shares (3)
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
x
  13.Percent of Class Represented by Amount in Row (11):
0%
  14.Type of Reporting Person (See Instructions):
CO

(3)   Excludes all shares that are disclosed in this Schedule 13D as being owned by other persons who are parties to this Schedule 13D; the reporting person disclaims beneficial ownership of all such shares.

20

 

Item 1. Security and Issuer

     This Schedule 13D relates to the common stock, par value $0.01 per share, of Edelbrock Corporation, a Delaware corporation, the principal executive offices of which are located at 2700 California Street, Torrance, California 90503.

Item 2. Identity and Background

     (a)  Names

     This Schedule 13D is filed by the following persons (collectively referred to herein as the “Reporting Persons” and individually as a “Reporting Person”):

     1. O. Victor Edelbrock, Jr. (“Mr. Edelbrock”);

     2. Nancy Edelbrock (“Mrs. Edelbrock”);

     3. Edelbrock Holdings, Inc., a Delaware corporation;

     4. Edelbrock Merger Sub, Inc., a Delaware corporation; and

     5. The Vic and Nancy Edelbrock Inter Vivos Trust dated December 19, 1980, the Vic Edelbrock, Sr. Will Marital Deduction Fund, the Vic Edelbrock, Sr. Will Residuary Fund, the Sean Michael Robb Trust, the Alexander Edelbrock Wilson Trust, the Courtney Isom Trust, the Carey Edelbrock Robb Trust, the Cathleen Edelbrock Trust, the Christina Edelbrock Wilson Trust, the Troy Frederick Robb Trust, the Grant Douglas Robb Trust, the Brooke Elizabeth Robb Trust, and the Kyle Patrick Robb Trust (collectively referred to herein as the “Trusts” and individually as a “Trust”).

     The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934. The Reporting Persons have entered into a Joint Filing Agreement dated as of July 14, 2004, a copy of which is filed as Exhibit E to this Schedule 13D, pursuant to which they have agreed to jointly file this Schedule 13D and all amendments hereto.

     Edelbrock Merger Sub, Inc. is a wholly owned subsidiary of Edelbrock Holdings, Inc. O. Victor Edelbrock, Jr. is the sole director and executive officer of Edelbrock Holdings, Inc. and Edelbrock Merger Sub, Inc.

     (b)  Addresses

     The principal business address of each Reporting Person is 2700 California Street, Torrance, California 90503.

     (c)  Principal Business and Occupations

     Edelbrock Holdings, Inc. and Edelbrock Merger Sub, Inc. were formed for the purpose of acquiring all of the common stock of Edelbrock Corporation in the Merger that is described below in Item 4. Neither Edelbrock Holdings, Inc. nor Edelbrock Merger Sub, Inc. has conducted any business operations.

     The principal purpose of each Trust is to hold shares of Edelbrock Corporation common stock for the benefit of the beneficiaries of the Trust. The principal occupation of Mr. Edelbrock is that of

21

 

Chairman of the Board, Chief Executive Officer and President of Edelbrock Corporation, which is a manufacturer and marketer of specialty performance automotive and motorcycle aftermarket parts. The principal occupation of Nancy Edelbrock is that of Treasurer of Edelbrock Corporation.

     (d) and (e)  Convictions or Proceedings

     During the last five years, no Reporting Person (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 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)  Citizenship and Place of Organization

     Edelbrock Holdings, Inc. and Edelbrock Merger Sub, Inc. were formed under the laws of the State of Delaware, and each Trust was formed under the laws of the State of California. Mr. Edelbrock and Mrs. Edelbrock are citizens of the United States.

Item 3. Source and Amount of Funds or Other Consideration

     The Reporting Persons intend for the Merger (as defined in Item 4 below) to be financed by (i) Edelbrock Corporation’s available cash and (ii) loan proceeds from Bank of America and City National Bank. Bank of America has delivered to Mr. Edelbrock a letter dated June 25, 2004, and City National Bank has delivered to Mr. Edelbrock a letter dated June 25, 2004, pursuant to which such banks have agreed, subject to the terms and conditions set forth in the letters, to provide up to $53,000,000 of debt financing to be used to pay the Merger consideration and the related Merger expenses and to provide working capital to Edelbrock Corporation. Copies of the two commitment letters are attached as Exhibit D to this Schedule 13D, and the preceding description of the loan commitment letters is qualified in its entirety by reference to such letters which are incorporated herein by reference. The Reporting Persons estimate that the consideration payable to Edelbrock Corporation stockholders in the Merger will be approximately $55,000,000, which excludes expenses and any and all amounts that will be paid to option holders and warrant holders in exchange for the cancellation of their options and warrants.

Item 4. Purpose of the Transaction

     Edelbrock Holdings, Inc., Edelbrock Merger Sub, Inc. and Edelbrock Corporation have executed and delivered an Agreement and Plan of Merger dated as of June 25, 2004 (the “Merger Agreement”). A copy of the Merger Agreement is included as Exhibit A to this Schedule 13D, and the following description of the Merger and the Merger Agreement is qualified in its entirety by reference to the Merger Agreement which is incorporated herein by reference.

     Pursuant to the Merger Agreement, Edelbrock Merger Sub, Inc. will merge into Edelbrock Corporation, and Edelbrock Corporation will continue in existence as the surviving corporation (the “Merger”). On the effective date of the Merger, (i) all shares of Edelbrock Corporation common stock that are held by Edelbrock Holdings, Inc. or Edelbrock Merger Sub, Inc. will be cancelled, and (ii) every other share of Edelbrock Corporation common stock (excluding shares that are held by stockholders who perfect their appraisal rights under Delaware law) will be converted into the right to receive cash Merger consideration of $16.75, without interest. On the effective date of the Merger, each share of Edelbrock Merger Sub, Inc. common stock that is held by Edelbrock Holdings, Inc. will be converted into one share of Edelbrock Corporation common stock.

22

 

     On the effective date of the Merger, Edelbrock Corporation will become a wholly owned subsidiary of Edelbrock Holdings, Inc. The Trusts are the only stockholders of Edelbrock Holdings, Inc. and, as a result, will become the indirect beneficial owners of Edelbrock Corporation upon completion of the Merger. Following the Merger, the common stock of Edelbrock Corporation will cease to be registered under the Securities Exchange Act of 1934 and will cease to be traded on the Nasdaq National Market.

     Edelbrock Corporation agreed in the Merger Agreement to use its reasonable efforts to obtain the consent of each holder of a stock option to the cancellation of the option immediately prior to the effective time of the Merger in exchange for a cash payment equal to the product of (i) the total number of shares of Edelbrock Corporation common stock underlying the option and (ii) the excess, if any, of the Merger consideration of $16.75 over the per share exercise price of the option. Mr. Edelbrock holds options to acquire 30,938 shares at an exercise price of $11.36 per share and therefore will receive $166,756 (less withholding taxes) in exchange for the cancellation of his options.

     Mr. Edelbrock, the Trusts and Edelbrock Corporation have executed and delivered a Stockholders Support Agreement dated as of June 25, 2004 (the "Support Agreement”). A copy of the Support Agreement is included as Exhibit C to this Schedule 13D, and the following description of the Support Agreement is qualified in its entirety by reference to the Support Agreement which is incorporated herein by reference.

     As of the date of this Schedule 13D, neither Edelbrock Holdings, Inc. nor Edelbrock Merger Sub, Inc. owns any shares of Edelbrock Corporation common stock. Pursuant to the Support Agreement, Mr. Edelbrock and the Trusts have agreed to contribute at least 2,210,618 shares of Edelbrock Corporation common stock to Edelbrock Holdings, Inc. prior to the effective date of the Merger.

     As of the date of this Schedule 13D, the Reporting Persons collectively own 2,806,475 shares of Edelbrock Corporation common stock, excluding the 30,938 shares that Mr. Edelbrock has the right to acquire upon the exercise of stock options. All shares of Edelbrock Corporation common stock that are not contributed by the Reporting Persons to Edelbrock Holdings, Inc. will be converted in the Merger into the right to receive $16.75 per share in cash.

     The Reporting Persons currently anticipate that they will not contribute to Edelbrock Holdings, Inc. approximately 417,910 shares of Edelbrock Corporation common stock that are held by two or more Trusts and that, as a result, they will receive approximately $7,000,000 of Merger consideration with respect to those shares. In addition, Mr. Edelbrock will receive $2,973,929 of Merger consideration attributable to his interest in 177,548 shares in the company’s 401(k) plan that will not be contributed to Edelbrock Holdings, Inc., and Mrs. Edelbrock will receive $6,667 attributable to her interest in 398 shares in the company’s 401(k) plan that will not be contributed to Edelbrock Holdings, Inc.

     The Reporting Persons also agreed in the Support Agreement (i) to vote their shares of Edelbrock Corporation common stock in favor of the Merger at a special meeting of stockholders that will be held to vote upon the Merger and the Merger Agreement, (ii) if requested by Edelbrock Corporation, to deliver to Edelbrock Corporation proxies to vote their shares at such special meeting of stockholders, and (iii) not to transfer any of their shares prior to the completion of the Merger.

Item 5. Interest in Securities of the Issuer

     The following information is based upon a total of 5,485,392 shares of Edelbrock Corporation common stock outstanding as of May 7, 2004, as described in Edelbrock Corporation’s Quarterly Report on Form 10-Q for the period ended March 25, 2004.

23

 

     The Reporting Persons beneficially own the following shares of Edelbrock Corporation common stock:

     (a) Mr. Edelbrock owns 2,837,015 shares, representing 51.4% of the total outstanding shares of common stock, consisting of (i) 1,976,458 shares as to which he has sole voting and dispositive power and (ii) 860,557 shares as to which he shares voting and dispositive power with Mrs. Edelbrock as a co-trustee of the Vic and Nancy Edelbrock Inter Vivos Trust dated December 19, 1980. Of such 1,976,458 shares, (i) 177,548 shares are attributable to Mr. Edelbrock’s interest in Edelbrock Corporation’s 401(k) plan, and (ii) 30,938 shares are shares that Mr. Edelbrock currently has the right to acquire pursuant to stock options.

     Such 1,976,458 shares owned by Mr. Edelbrock also include 700,282 shares owned by the Vic Edelbrock, Sr. Will Marital Deduction Fund, 618,750 shares owned by the Vic Edelbrock, Sr. Will Residuary Fund, 73,521 shares owned by the Sean Michael Robb Trust, 73,521 shares owned by the Alexander Edelbrock Wilson Trust, 73,521 shares owned by the Courtney Isom Trust, 43,510 shares owned by the Carey Edelbrock Robb Trust, 43,521 shares owned by the Cathleen Edelbrock Trust, 73,510 shares owned by the Christina Edelbrock Wilson Trust, 16,959 shares owned by the Troy Frederick Robb Trust, 16,959 shares owned by the Grant Douglas Robb Trust, 16,959 shares owned by the Brooke Elizabeth Robb Trust, and 16,959 shares owned by the Kyle Patrick Robb Trust. Mr. Edelbrock is the sole trustee of the trusts described in the preceding sentence.

     (b) Mrs. Edelbrock owns 860,955 shares, representing 15.7% of the total outstanding shares of common stock, consisting of (i) 398 shares as to which she has sole voting and dispositive power and (ii) 860,557 shares as to which she shares voting and dispositive power with Mr. Edelbrock as a co-trustee of the Vic and Nancy Edelbrock Inter Vivos Trust dated December 19, 1980. All of such 398 shares are attributable to Mrs. Edelbrock’s interest in Edelbrock Corporation’s 401(k) plan.

     (c) The Vic and Nancy Edelbrock Inter Vivos Trust dated December 19, 1980 owns 860,557 shares, representing 15.7% of the total outstanding shares of common stock and as to which the Vic and Nancy Edelbrock Inter Vivos Trust dated December 19, 1980 has sole voting and dispositive power.

     (d) The Vic Edelbrock, Sr. Will Marital Deduction Fund owns 700,282 shares, representing 12.8% of the total outstanding shares of common stock and as to which the Vic Edelbrock, Sr. Will Marital Deduction Fund has sole voting and dispositive power.

     (e) The Vic Edelbrock, Sr. Will Residuary Fund owns 618,750 shares, representing 11.3% of the total outstanding shares of common stock and as to which the Vic Edelbrock, Sr. Will Residuary Fund has sole voting and dispositive power.

     (f) The Sean Michael Robb Trust owns 73,521 shares, representing 1.3% of the total outstanding shares of common stock and as to which the Sean Michael Robb Trust has sole voting and dispositive power.

     (g) The Alexander Edelbrock Wilson Trust owns 73,521 shares, representing 1.3% of the total outstanding shares of common stock and as to which the Alexander Edelbrock Wilson Trust has sole voting and dispositive power.

     (h) The Courtney Isom Trust owns 73,521 shares, representing 1.3% of the total outstanding shares of common stock and as to which the Courtney Isom Trust has sole voting and dispositive power.

24

 

     (i) The Carey Edelbrock Robb Trust owns 43,510 shares, representing less than 1.0% of the total outstanding shares of common stock and as to which the Carey Edelbrock Robb Trust has sole voting and dispositive power.

     (j) The Cathleen Edelbrock Trust owns 43,521 shares, representing less than 1.0% of the total outstanding shares of common stock and as to which the Cathleen Edelbrock Trust has sole voting and dispositive power.

     (k) The Christina Edelbrock Wilson Trust owns 73,510 shares, representing 1.3% of the total outstanding shares of common stock and as to which the Christina Edelbrock Wilson Trust has sole voting and dispositive power.

     (l) The Troy Frederick Robb Trust owns 16,959 shares, representing less than 1.0% of the total outstanding shares of common stock and as to which the Troy Frederick Robb Trust has sole voting and dispositive power.

     (m) The Grant Douglas Robb Trust owns 16,959 shares, representing less than 1.0% of the total outstanding shares of common stock and as to which the Grant Douglas Robb Trust has sole voting and dispositive power.

     (n) The Brooke Elizabeth Robb Trust owns 16,959 shares, representing less than 1.0% of the total outstanding shares of common stock and as to which the Brooke Elizabeth Robb Trust has sole voting and dispositive power.

     (o) The Kyle Patrick Robb Trust owns 16,959 shares, representing less than 1.0% of the total outstanding shares of common stock and as to which the Kyle Patrick Robb Trust has sole voting and dispositive power.

     (p) Neither Edelbrock Holdings, Inc. nor Edelbrock Merger Sub, Inc. owns any shares of Edelbrock Corporation common stock.

     As a result of executing the Support Agreement, the Reporting Persons may be deemed to have formed a “group” with each other for purposes of Section 13(d) of the Securities Exchange Act of 1934 and the rules promulgated thereunder, and such “group” may be deemed to be the beneficial owner of the shares of Edelbrock Corporation common stock that are beneficially owned by each Reporting Person who is part of such group as reported on this Schedule 13D. However, each Reporting Person disclaims beneficial ownership of all shares of Edelbrock Corporation common stock other than the shares that such Reporting Person owns directly or by virtue of being a trustee of a Trust or a participant in Edelbrock Corporation’s 401(k) plan.

     Except for the transactions that are described in this Schedule 13D, no Reporting Person has effected any transactions in Edelbrock Corporation common stock during the sixty days prior to the date of this Schedule 13D, and no person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of common stock owned by the Reporting Persons.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

     See Item 4 above regarding the Merger Agreement and the Support Agreement.

25

 

Item 7. Material to be Filed as Exhibits

     The following documents are included as exhibits to this Schedule 13D:

  A.   Agreement and Plan of Merger dated as of June 25, 2004 by and among Edelbrock Holdings, Inc., Edelbrock Merger Sub, Inc. and Edelbrock Corporation (incorporated by reference to Edelbrock Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 28, 2004).
 
  B.   Press Release dated June 25, 2004 (incorporated by reference to Edelbrock Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 28, 2004).
 
  C.   Stockholders Support Agreement dated as of June 25, 2004 by and among Edelbrock Corporation, O. Victor Edelbrock, Jr., the Vic and Nancy Edelbrock Inter Vivos Trust dated December 19, 1980, the Vic Edelbrock, Sr. Will Marital Deduction Fund, the Vic Edelbrock, Sr. Will Residuary Fund, the Sean Michael Robb Trust, the Alexander Edelbrock Wilson Trust, the Courtney Isom Trust, the Carey Edelbrock Robb Trust, the Cathleen Edelbrock Trust, the Christina Edelbrock Wilson Trust, the Troy Frederick Robb Trust, the Grant Douglas Robb Trust, the Brooke Elizabeth Robb Trust and the Kyle Patrick Robb Trust.
 
  D.   Bank of America loan commitment letter dated June 25, 2004, and City National Bank loan commitment letter dated June 25, 2004.
 
  E.   Joint Filing Agreement dated July 14, 2004.

26

 

Signatures

     After reasonable inquiry and to the best of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct.
         
     
July 14, 2004  /s/ O. Victor Edelbrock, Jr.    
  O. VICTOR EDELBROCK, JR.   
     
 
     
July 14, 2004  /s/ Nancy Edelbrock    
  NANCY EDELBROCK   
     
 
July 14, 2004  EDELBROCK HOLDINGS, INC.
 		  
  By:   /s/ O. Victor Edelbrock, Jr.    
    O. Victor Edelbrock, Jr.   
    Chief Executive Officer   
 
July 14, 2004  EDELBROCK MERGER SUB, INC.
 		  
  By:   /s/ O. Victor Edelbrock, Jr.    
    O. Victor Edelbrock, Jr.   
    Chief Executive Officer   
 
July 14, 2004  THE VIC AND NANCY EDELBROCK INTER VIVOS TRUST DATED DECEMBER 19, 1980
THE VIC EDELBROCK, SR. WILL MARITAL DEDUCTION FUND
THE VIC EDELBROCK, SR. WILL RESIDUARY FUND
THE SEAN MICHAEL ROBB TRUST
THE ALEXANDER EDELBROCK WILSON TRUST
THE COURTNEY ISOM TRUST
THE CAREY EDELBROCK ROBB TRUST
THE CATHLEEN EDELBROCK TRUST
THE CHRISTINA EDELBROCK WILSON TRUST
THE TROY FREDERICK ROBB TRUST
THE GRANT DOUGLAS ROBB TRUST
THE BROOKE ELIZABETH ROBB TRUST
THE KYLE PATRICK ROBB TRUST
 		  
  By:   /s/ O. Victor Edelbrock, Jr.    
    O. Victor Edelbrock, Jr.   
    Trustee   
 

27

EX-99.C 2 a00323exv99wc.htm STOCKHOLDERS SUPPORT AGREEMENT exv99wc
 

Exhibit C

STOCKHOLDERS SUPPORT AGREEMENT

     This Agreement, dated as of June 25, 2004 (this “Agreement”), is entered into, by and among the individuals and entities signatory hereto (each a “Stockholder” and collectively, the “Stockholders”) and Edelbrock Corporation, a Delaware corporation (the “Company”).

     This Agreement is entered into based on the following:

     As of the date hereof, the Stockholders, in the aggregate, own 2,628,529 shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”), plus approximately 177,537 shares owned through the Company’s 401(k) plan;

     Edelbrock Holdings, Inc., a Delaware corporation (“Parent”), Edelbrock Merger Sub, Inc., a Delaware corporation and the Company propose to enter into an Agreement and Plan of Merger dated as of the date hereof (the “Merger Agreement”).

     As a condition to the Company entering into the Merger Agreement, the Company has required that the Stockholders execute and deliver this Agreement.

     NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements contained herein, the parties hereto, intending to be legally bound hereby, agree as follows:

     1. Representations of the Stockholders. The Stockholders hereby, jointly and severally, represent and warrant to the Company as follows:

     (a) Each Stockholder is the beneficial owner (as such term is defined in clause (b) below) of the number of shares of Common Stock set forth opposite such Stockholder’s name on Annex A attached hereto. All of such shares are collectively referred to herein as the “Shares.”

     (b) None of the Stockholders is the beneficial owner (for purposes of this Agreement, such term shall have the meaning set forth in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) and the rules and regulations promulgated thereunder), without regard to any conditions (including the passage of time) to the acquisition of such shares, of any shares of Common Stock or other voting securities of the Company other than the Shares, except for

 

 

options held by O. Victor Edelbrock to acquire 30,938 shares of Common Stock.

     (c) Each Stockholder has the exclusive right, power and authority to execute and deliver this Agreement, to vote the Shares beneficially owned by it and to otherwise perform its respective obligations under this Agreement, and this Agreement has been duly executed and delivered by each Stockholder; and, assuming that this Agreement has been duly and validly authorized, executed and delivered by the Company, this Agreement constitutes a valid and binding agreement of each Stockholder, enforceable against each Stockholder in accordance with its terms, except to the extent that the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditor’s rights generally, and by general principles of equity (regardless of whether such enforcement is considered in a proceeding at law or in equity).

     (d) Except as provided in Section 3(c) below, the Shares are now and will at all times during the term of this Agreement be owned of record by the Stockholders as set forth in Annex A or by a nominee or custodian for the account of the applicable Stockholder, free and clear of all pledges, liens, proxies, claims, charges, security interests, preemptive rights, voting trusts, voting agreements and any other encumbrances or arrangements whatsoever with respect to the ownership, transfer or voting of the Shares; and there are no outstanding options, warrants or rights to purchase or acquire, or agreements relating to the voting of, any of the Shares other than this Agreement.

     (e) The execution and delivery of this Agreement by each Stockholder, the consummation by each Stockholder of the transactions contemplated hereby and the performance by such Stockholder of its obligations hereunder will not:

     (i) require any consent, approval, order, authorization or permit of, or registration, filing with or notification to, any court, governmental or regulatory authority or agency or any private third party, except for the filing with the Securities and Exchange Commission of any Schedules 13D or 13G or amendments to Schedules 13D or 13G and filings under Section 16 of the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereby;

     (ii) result in any violation of or the breach of or constitute

 

 

a default (with notice or lapse of time or both) under (or give rise to any right of termination, cancellation or acceleration or guaranteed payments under or to, a loss of a material benefit or result in the creation or imposition of a lien under) any of the terms, conditions or provisions of any note, lease, mortgage, indenture, license, agreement or other instrument or obligation to which such Stockholder is a party by which such Stockholder or any of its assets may be bound; or

     (iii) violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to such Stockholder in such a manner as could, individually or in the aggregate, reasonably be expected to materially impair the ability of such Stockholder to perform its obligations under this Agreement or prevent or delay the consummation of any of the transactions contemplated by this Agreement.

     (f) Each Stockholder has reviewed the Merger Agreement and understands and accepts the terms and conditions thereof.

     (g) Each Stockholder has had the opportunity to review this Agreement and the Merger Agreement with counsel of his, her or its own choosing.

The representations and warranties contained herein shall be made as of the date hereof and as of each date from the date hereof through and including the date of termination of this Agreement.

     2. Agreement to Vote Shares. The Stockholders agree to: (a) appear, or cause the record holder of any Shares on the applicable record date (each a “Record Holder”) to appear (in person or by proxy), at any annual or special meeting of the holders of the Common Stock for the purpose of obtaining a quorum, or, if holders of the Common Stock are permitted or required to vote their shares through the execution of an action by written consent, the Stockholders, jointly and severally, agree to execute or cause all Record Holders to execute such consent, and (b) vote (or execute consents or proxies with respect to), and cause each Record Holder to vote (or execute consents or proxies with respect to), the Shares and any New Shares (as defined in Section 8 hereof) (i) in favor of adoption and approval of the Merger Agreement, including each other actions, agreements and transactions contemplated by or in furtherance of the Merger Agreement, at every meeting (or in connection with any action by written consent) of the holders of the Common Stock at which such matters are considered and at every adjournment thereof and (ii) against any

 

 

action or proposal that would compete with or could serve to interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the transactions contemplated by the Merger Agreement. Each Stockholder agrees to deliver or cause each Record Holder of any Shares or New Shares of such Stockholder to deliver to the Company upon request a proxy, substantially in the form of Annex B attached hereto, for any such stockholder meeting (or action by written consent), which proxy shall be coupled with an interest and irrevocable to the extent permitted under Delaware law, with the total number of Shares and any New Shares beneficially owned by such Stockholder correctly indicated thereon.

     3. Transfer and Encumbrance. (a) On and after the date hereof and prior to the termination of this Agreement pursuant to Section 11 hereof, each Stockholder agrees not to, directly or indirectly, transfer, sell, offer, assign, pledge or otherwise dispose of or encumber (“Transfer”) any of the Shares or New Shares or such Stockholder’s voting or economic interest therein prior to the date this Agreement shall be terminated in accordance with its terms. Each Stockholder agrees not to grant any proxies or options with respect to any of the Shares or New Shares nor enter into any voting agreement or voting trust with respect to any of the Shares or New Shares except as provided herein.

     (b) In furtherance of this Agreement, concurrently herewith each Stockholder shall, and hereby does, authorize the Company and the Company’s transfer agent to place a stop transfer order with respect to the Shares and, upon delivery, any New Shares. Each Stockholder agrees and acknowledges that this Agreement places limitations on the voting and Transfer of such Shares. As promptly as possible following the execution and delivery of this Agreement and on the business day following receipt of any New Shares, each Stockholder agrees to deliver to the transfer agent for such Shares or New Shares, as the case may be, certificates representing the Shares or New Shares, as the case may be, whereupon the transfer agent shall affix the following legend:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER GRANTED PURSUANT TO A STOCKHOLDERS SUPPORT AGREEMENT DATED AS OF JUNE 25, 2004. A COPY OF SUCH AGREEMENT IS ON FILE AT THE OFFICES OF THE COMPANY.

     (c) Notwithstanding anything in this Agreement to the contrary, prior to the Closing (as such term is defined in the Merger Agreement), the Stockholders other than Parent shall contribute at least 2,210,618 shares (the “Transferred Shares”) to Parent, and thereupon all representations, covenants and other provisions of this Agreement applicable to the Stockholders other than Parent shall be applicable to Parent with respect to the Transferred Shares.

 

 

     4. Additional Purchases. Each Stockholder agrees that in the event (i) any shares of Common Stock or other voting securities of the Company are issued pursuant to any stock dividend, stock split, recapitalization, reclassification, combination or exchange of shares of capital stock of the Company on, of or affecting the Shares of such Stockholder; (ii) such Stockholder purchases or otherwise acquires beneficial ownership of any shares of Common Stock or other voting securities of the Company after the execution of this Agreement; or (iii) such Stockholder acquires the right to vote or share in the voting of any shares of Common Stock or other voting securities of the Company, other than the Shares (such Common Stock and other voting securities of the Company, collectively, the “New Shares”), each Stockholder agrees to vote such New Shares in the same manner as the Shares and to notify the Company and then deliver promptly to the Company upon request of the Company an irrevocable proxy with respect to such New Shares, substantially in the form of Annex B attached hereto. Each Stockholder also agrees that any New Shares acquired or purchased by such Stockholder shall be subject to the terms of this Agreement to the same extent as if they constituted Shares.

     5. Covenants of the Stockholders.

     (a) Each Stockholder agrees that such Stockholder will not, by any voluntary act, avoid or seek to avoid the observance or performance of any of the covenants, stipulations or conditions to be observed or performed hereunder by any of the Stockholders;

     (b) Upon receipt by the Stockholders of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of this Agreement, and (in the case of loss, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Agreement, if mutilated, each Stockholder will execute and deliver a new Agreement of like tenor and date. Any such new Agreement executed and delivered shall constitute an additional contractual obligation on the part of the Stockholders, whether or not the Agreement so lost, stolen, destroyed or mutilated shall at any time be enforceable by anyone.

     (c) Each Stockholder shall use all reasonable efforts to take, or cause to be taken, all actions that are necessary or advisable to consummate the transactions contemplated by this Agreement or the Merger Agreement.

     6. Guarantee of Obligations. Each of the Stockholders, jointly and severally, guarantees that Merger Sub and Parent will each perform its

 

 

obligations under the Merger Agreement.

     7. Costs. Except as otherwise expressly provided herein, each of the parties hereto shall bear and pay all costs and expenses incurred by them or on their behalf in connection with the transactions contemplated hereunder, including fees and expenses of their own financial consultants, investment bankers, accountants and counsel.

     8. Fiduciary Duties. Each Stockholder is signing this Agreement solely in such Stockholder’s capacity as the beneficial owner of Shares and New Shares and nothing contained herein shall limit or affect any actions taken by such Stockholder in his or her capacity as an officer or director of the Company and consistent with the terms of the Merger Agreement and this Agreement and none of such actions shall be deemed to constitute a breach of this Agreement; provided, however, that nothing in this Section 8 shall affect such Stockholder’s obligations as a beneficial owner of Shares set forth in this Agreement.

     9. Specific Performance. Each party hereto acknowledges that it will be impossible to measure in money the damages to the other parties if a party hereto fails to comply with any of the obligations imposed by this Agreement, that every such obligation is material and that, in the event of any such failure, the other parties will not have an adequate remedy at law or damages. Accordingly, each party hereto agrees that injunctive relief or other equitable remedy, in addition to remedies at law or damages, is the appropriate remedy for any such failure and will not oppose the granting of such relief on the basis that the other party has an adequate remedy at law. Each party hereto agrees that it will not seek, and agrees to waive any requirement for, the securing or posting of a bond in connection with any other parties’ seeking or obtaining such equitable relief.

     10. Successors and Assigns. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by the parties hereto and their respective successors and assigns; and nothing in this Agreement, express or implied, is intended to confer upon any other person any rights or remedies of any nature whatsoever under or by reason of this Agreement. This Agreement shall not be assignable without the written consent of the other party hereto.

     11. Termination. This Agreement will terminate on the earlier of (a) the Effective Time (as defined in the Merger Agreement) and (b) the close of business on the date upon which the Merger Agreement is terminated pursuant to its terms.

     12. Entire Agreement. This Agreement supersedes all prior agreements, written or oral, among the parties hereto with respect to the subject matter hereof and contains the entire agreement among the parties with respect to the

 

 

subject matter hereof. This Agreement may not be amended, supplemented or modified, and no provisions hereof may be modified or waived, except by an instrument in writing signed by the parties hereto. No waiver of any provisions hereof by any party shall be deemed a waiver of any other provisions hereof by any such party, nor shall any such waiver be deemed a continuing waiver of any provision hereof by such party.

     13. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE. FURTHERMORE, EACH OF THE PARTIES HERETO (A) CONSENTS TO SUBMIT ITSELF TO THE PERSONAL JURISDICTION OF ANY FEDERAL OR STATE COURT LOCATED IN THE STATE OF DELAWARE IN THE EVENT ANY DISPUTE ARISES OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, (B) AGREES THAT IT SHALL NOT ATTEMPT TO DENY SUCH PERSONAL JURISDICTION BY MOTION OR OTHER REQUEST FOR LEAVE FROM ANY SUCH COURT AND (C) AGREES THAT IT SHALL NOT BRING AN ACTION RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT IN ANY COURT OTHER THAN A FEDERAL OR STATE COURT SITTING IN THE STATE OF DELAWARE.

     14. Notices. All notices and other communications hereunder shall be in writing and shall be deemed given upon personal delivery, facsimile transmission (which is confirmed), telex or delivery by an overnight express courier service (delivery, postage or freight charges prepaid), or on the fourth day following deposit in the United States mail (if sent by registered or certified mail, return receipt requested, delivery, postage or freight charges prepaid, and otherwise to be sent by first class mail), addressed to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

 

 

  (i)   If to the Company to:
 
      Edelbrock Corporation
2700 California Street
Torrance, California 90503
Attn: Jeffrey L. Thompson
Tel:      (310) 972-2701
Fax:      (310) 320-3964

with a copy (which shall not constitute notice) to:

The Special Committee of
the Board of Directors of Edelbrock Corporation
c/o Ralph Hellmold, Chairman
689 Fifth Avenue, 14th Floor
New York, New York 10022
Tel:      (212) 399-6555 Ext. 210
Fax:      (212) 424-1904

and

Jones Day
2882 Sand Hill Road, Suite 240
Menlo Park, California 94025
Attn: Robert T. Clarkson
Tel:       (650) 739-3939
Fax:      (650) 739-3900

and

Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, Suite 3400
Los Angeles, California 90071
Attn: Nick P. Saggese
Michael V. Gisser
Tel:      (213) 687-5550
Fax:      (213) 687-5600

if to any of the Stockholders, to:

O. Victor Edelbrock
c/o Edelbrock Corporation
2700 California Street
Torrance, California 90503
Tel:      (310) 972-2700
Fax:      (310) 320-3964

 

 

with a copy (which shall not constitute notice) to:

Troy & Gould
1801 Century Park East
Los Angeles, California 90067
Attn: Lawrence Schnapp
Marc Brown
Tel:      (310) 553-4441
Fax:      (310) 201-4746

     15. Severability. If any provision of this Agreement or the application of such provision to any person or circumstances shall be held invalid by a court of competent jurisdiction, the portion of such provision which is not held invalid and the other provisions hereof shall remain enforceable and shall not be affected and the application of such provision to persons or circumstances other than the party as to which it is held invalid shall not be affected.

     16. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

     17. Headings; Capitalized Terms. All Section headings herein are for convenience of reference only and are not part of this Agreement, and no con struction or reference shall be derived therefrom.

 

 

     IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first written above.
         
  By:   /s/ O. Victor Edelbrock, Jr.    
    Name:   O. Victor Edelbrock, Jr.  
 
  VIC AND NANCY EDELBROCK INTER VIVOS TRUST
VIC EDELBROCK, SR. WILL MARITAL DEDUCTION FUND
VIC EDELBROCK, SR. WILL RESIDUARY FUND
SEAN MICHAEL ROBB TRUST
ALEXANDER EDELBROCK WILSON TRUST
COURTNEY ISOM TRUST
CAREY EDELBROCK ROBB TRUST
CATHLEEN EDELBROCK TRUST
CHRISTINA EDELBROCK WILSON TRUST
TROY FREDERICK ROBB TRUST
GRANT DOUGLAS ROBB TRUST
BROOKE ELIZABETH ROBB TRUST
KYLE PATRICK ROBB TRUST
 		  
  By:   /s/ O. Victor Edelbrock, Jr.    
    O. Victor Edelbrock, Jr.   
    Trustee   
 
 
  EDELBROCK CORPORATION  
 
  By:   /s/ Jeffrey L. Thompson    
     Name:   Jeffrey L. Thompson   
    Title:   Executive Vice President and Chief Operating Officer   
 

 

 

ANNEX A

         
    Shares of Company
Stockholders
   Common Stock Owned
Vic and Nancy Edelbrock Inter Vivos Trust
     860,557  
Vic Edelbrock, Sr. Will Marital Deduction Fund
     700,282  
Vic Edelbrock, Sr. Will Residuary Fund
     618,750  
Sean Michael Robb Trust
     73,521  
Alexander Edelbrock Wilson Trust
     73,521  
Courtney Isom Trust
     73,521  
Carey Edelbrock Robb Trust
     43,510  
Cathleen Edelbrock Trust
     43,521  
Christina Edelbrock Wilson Trust
     73,510  
Troy Frederick Robb Trust
     16,959  
Grant Douglas Robb Trust
     16,959  
Brooke Elizabeth Robb Trust
     16,959  
Kyle Patrick Robb Trust
     16,959  
O. Victor Edelbrock
     177,537 *

*   Represents approximate number of shares held as of the date hereof through the Company’s 401(k) plan.

 

 

ANNEX B

FORM OF IRREVOCABLE PROXY

     The undersigned hereby revokes any previous proxies and appoints [ ], with full power of substitution and resubstitution as attorney and proxy of the undersigned to attend any and all meetings of Stockholders (and any adjournments or postponements thereof) of Edelbrock Corporation, a Delaware corporation (the “Company”), to vote all shares of Common Stock, par value $0.01 per share, of the Company that the undersigned is then entitled to vote, and to represent and otherwise to act for the undersigned in the same manner and with the same effect as if the undersigned were personally present, with respect to all matters specified in the Agreement, dated as of June 25, 2004 (the “Agreement”), by and among the Company, the undersigned and the other persons signatory thereto. Capitalized terms used and not defined herein have the respective meanings ascribed to them in the Agreement.

     This proxy shall be deemed to be a proxy coupled with an interest and is irrevocable during the term of the Agreement and has been granted pursuant to Section 2 of the Agreement.

 

 

     The undersigned authorizes such attorney and proxy to substitute any other person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the Secretary of the Company.

Dated: June  , 2004

         
  By:    
     
 
      Name:
 
        
  By:    
     
 
      Name:
 
        
    EDELBROCK HOLDINGS, INC.
 
        
  By:    
     
 
      Name:
      Title:

 

EX-99.D 3 a00323exv99wd.htm LOAN COMMITMENT LETTER exv99wd
 

Exhibit D

(BANK OF AMERICA LOGO)

June 25, 2004

O. Victor Edelbrock, Jr.
2700 California Street
Torrance, California 90505

Dear Mr. Edelbrock:

You have advised Bank of America, N.A. (“Bank of America”) that you and certain of your affiliates (collectively the “Equity Investors”) have formed or will form a corporation or limited liability company (“Holdings”) that intends to acquire (the “Acquisition”) substantially all of the stock not already owned or beneficially controlled by the Equity Investors, of Edelbrock Corporation, a Delaware corporation (the “Company”), from non-affiliated shareholders of the Company (the “Sellers”), for not more than $ 60 million in cash. The Acquisition will be effected through the merger of Holdings, or of a newly created wholly owned subsidiary of Holdings, into the Company, with the Company being the surviving corporation. After giving effect to the Acquisition, Holdings will either have been merged into the Company or will be a holding company that directly owns, and the sole asset of which is, all of the equity interests in the Company.

You have also advised Bank of America that you intend to finance the Acquisition costs and expenses related to the Transaction (as hereinafter defined) and the ongoing working capital and other general corporate purposes of the Company and its subsidiaries after consummation of the Acquisition with senior debt, specifically with up to $ 53 million in senior secured credit facilities (the “Senior Credit Facilities”) of the Borrower (as defined in the Summary of Terms), comprised of (i) term loan facilities aggregating up to $ 20 million and (ii) a revolving credit facility of up to $33 million. The Acquisition and the entering into and funding of the Senior Credit Facilities and all related transactions are hereinafter collectively referred to as the “Transaction.”

In connection with the foregoing, Bank of America is pleased to advise you of its commitment to provide up to 70% of the full principal amount of the Senior Credit Facilities and to act as the sole and exclusive administrative agent (in such capacity, the "Administrative Agent”) for the Senior Credit Facilities, all upon and subject to the terms and conditions set forth in this letter and in the summary of terms attached as Exhibit A hereto and incorporated herein by this reference (the “Summary of Terms” and, together with this letter agreement, the “Commitment Letter”). The remaining principal commitments are to be provided by City National Bank. All capitalized terms used and not otherwise defined herein shall have the meaning as specified heretofore in the Summary of Terms. You hereby agree that, effective upon your acceptance of this Commitment Letter and continuing through September 30, 2004, you shall not solicit any other bank, investment bank, financial institution, person or entity to provide, structure, arrange or syndicate any senior credit facility or other senior financing similar to or as a replacement of the Senior Credit Facility.

 

 

The commitment of Bank of America hereunder is subject to the satisfaction of each of the following conditions precedent in a manner acceptable to Bank of America: (a) the accuracy and completeness of all representations that you and your affiliates make to Bank of America and your compliance with the terms of this Commitment Letter (including the Summary of Terms); (b) there shall be no competing offering, placement or arrangement of any debt securities or bank financing by or on behalf of Holdings, the Company or any of their respective subsidiaries; (c) the negotiation, execution and delivery of definitive documentation for the Senior Credit Facilities consistent with the Summary of Terms and otherwise reasonably satisfactory to Bank of America; (d) no material adverse change in or material disruption of conditions in the market for bank credit facilities shall have occurred in the reasonable judgment of Bank of America which would impair the syndication of the Senior Credit Facilities; and (e) no change, occurrence or development shall have occurred or become known to Bank of America since (i) in the case of the Company and its subsidiaries, March 25, 2004 or (ii) in the case of Holdings and its subsidiaries, the date of the formation of Holdings, that could reasonably be expected to have a material adverse effect on the business, assets, liabilities (actual or contingent), operations or financial condition of (1) the Company and its subsidiaries, taken as a whole, or (2) Holdings and its subsidiaries, taken as a whole; and (g) the commitment received from City National Bank for the remaining 30% of the Senior Credit Facilities on the terms and conditions referred to herein and in the Summary of Terms shall remain in effect. We have reviewed certain historical and pro forma financial statements of the Company and other information concerning the Company that you have provided to us. We are pleased to advise you that the results of our due diligence investigation of the Company to date are satisfactory. Our commitment is subject to the conditions set forth in the Summary of Terms and to the absence of any materially adverse conditions or events not previously disclosed to us or materially adverse new information or additional developments affecting the Company.

We have commenced a dialog with City National Bank. You agree to actively assist, and to cause Holdings to actively assist us in selling a 30% loan participation in the Senior Credit Facilities to City National Bank. Such assistance shall include (a) your providing and causing your advisors to provide Bank of America upon request with all information reasonably deemed necessary by Bank of America to complete the sale, including, but not limited to, information and evaluations prepared by you, the Company and your and their advisors, or on your or their behalf, relating to the Transaction, and (b) making your officers and advisors available, and requesting that the officers and advisors of the Company be made available, from time to time to attend and make presentations regarding the business and prospects of Holdings and the Company, as applicable, and as necessary to City National Bank.

You hereby represent, warrant and covenant that (a) all information, other than Projections (as defined below), which has been or is hereafter made available to Bank of America and/or City National Bank by you or any of your representatives (or on your or their behalf) in connection with any aspect of the Transaction (the “Information”) is and will be complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading and (b) all financial projections concerning Holdings and/or the Company and its subsidiaries that have been or are hereafter made available to Bank of America and/or City National Bank by you or any of your representatives (or on your or their behalf) (the “Projections”) have been or will be prepared in good faith based upon reasonable assumptions. You agree to furnish us with such Information and Projections as we may reasonably request and to supplement the Information and the Projections from time to time until the date of the initial borrowing under the Senior Credit Facilities (the “Closing Date”) so that the representation, warranty and covenant in the immediately preceding sentence is correct on the Closing Date. In issuing this commitment

2

 

Bank of America is and will be using and relying on the Information and the Projections (collectively, the “Pre-Commitment Information”) without independent verification thereof.

By executing this Commitment Letter, you agree to reimburse Bank of America from time to time on demand for all reasonable out-of-pocket fees and expenses (including, but not limited to, (a) the reasonable fees, disbursements and other charges of O’Melveny & Myers LLP, as counsel to the Lead Arranger and the Administrative Agent, and of special and local counsel to the Lenders retained by the Lead Arranger or the Administrative Agent and (b) due diligence expenses) incurred in connection with the Senior Credit Facilities and the preparation of the definitive documentation theretofore and the other transactions contemplated hereby. O’Melveny & Myers LLP has provided an estimate of $200,000 for its legal fees in connection with the Senior Credit Facilities, based on information known to the firm at this time.

You agree to indemnify and hold harmless Bank of America and City National Bank and each of their affiliates and their respective officers, directors, employees, agents, advisors and other representatives (each an “Indemnified Party”) from and against (and will reimburse each Indemnified Party as the same are incurred for) any and all claims, damages, losses, liabilities and expenses (including, without limitation, the reasonable fees, disbursements and other charges of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (a) any aspect of the Transaction or any similar transaction and any of the other transactions contemplated thereby or (b) the Senior Credit Facilities, or any use made or proposed to be made with the proceeds thereof, except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by you, your equity holders or creditors or an Indemnified Party, whether or not an Indemnified Party is otherwise a party thereto and whether or not any aspect of the Transaction is consummated. You also agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to you or your subsidiaries or affiliates or to your or their respective equity holders or creditors arising out of, related to or in connection with any aspect of the Transaction, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. It is further agreed that Bank of America shall only have liability to you (as opposed to any other person), that Bank of America shall be liable solely in respect of its own commitment to the Senior Credit Facilities on a several, and not joint, basis with any other Lender and that such liability shall only arise to the extent damages have been caused by a breach of Bank of America’s obligations hereunder to negotiate in good faith definitive documentation for the Senior Credit Facilities on the terms set forth herein as determined in a final non-appealable judgment by a court of competent jurisdiction. Notwithstanding any other provision of this Commitment Letter, no Indemnified Party shall be liable for any damages arising from the use by others of information or other materials obtained through electronic telecommunications or other information transmission systems unless caused by Indemnified Party’s gross negligence or willful misconduct.

This Commitment Letter and the contents hereof are confidential and, except for the disclosure hereof or thereof on a confidential basis to your accountants, attorneys and other professional advisors retained by you in connection with the Transaction or as otherwise required by law,

3

 

may not be disclosed in whole or in part to any person or entity without our prior written consent; provided, however, it is understood and agreed that you may disclose this Commitment Letter (including the Summary of Terms) (a) on a confidential basis to the board of directors (or special committee thereof) and advisors of the Company and the Sellers in connection with their consideration of the Transaction, and (b) after your acceptance of this Commitment Letter, in filings with the Securities and Exchange Commission and other applicable regulatory authorities and stock exchanges. Bank of America shall be permitted to use information related to the syndication and arrangement of the Senior Credit Facility in connection with marketing, press releases or other transactional announcements or updates provided to investor or trade publications subject to disclosure restrictions reasonably requested by the Borrower, provided that the content and final form of any such press releases/transactional updates shall be reasonably acceptable to the Borrower. Bank of America hereby notifies you that pursuant to the requirements of the USA Patriot Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “Act”), Bank of America is required to obtain, verify and record information that identifies you, which information includes your name and address and other information that will allow Bank of America, to identify you in accordance with the Act.

You acknowledge that Bank of America or its affiliates may be providing financing or other services to parties whose interests may conflict with yours. Bank of America agrees that we will not furnish confidential information obtained from you to any of their other customers and that we will treat confidential information relating to you, the Company and your and their respective affiliates with the same degree of care as we treat our own confidential information. Bank of America further advises you that we will not make available to you confidential information that we have obtained or may obtain from any other customer. In connection with the services and transactions contemplated hereby, you agree that Bank of America is permitted to access, use and share with any of their bank or non-bank affiliates, agents, advisors (legal or otherwise) or representatives any information concerning you, Holdings, the Company or any of your or its respective affiliates that is or may come into the possession of Bank of America or any of such affiliates.

The provisions of the immediately preceding four paragraphs shall remain in full force and effect regardless of whether any definitive documentation for the Senior Credit Facilities shall be executed and delivered, and notwithstanding the termination of this Commitment Letter or any commitment or undertaking of Bank of America hereunder.

This Commitment Letter may be executed in counterparts which, taken together, shall constitute an original. Delivery of an executed counterpart of this Commitment Letter or the Fee Letter by telecopier or facsimile shall be effective as delivery of a manually executed counterpart thereof.

This Commitment Letter shall be governed by, and construed in accordance with, the laws of the State of California. Each of us hereby irrevocably waives any and all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Commitment Letter (including, without limitation, the Summary of Terms), the Transaction and the other transactions contemplated hereby and thereby or the actions of Bank of America in the negotiation, performance or enforcement hereof. The commitments and undertakings of Bank of America may be terminated by us if you fail to perform your obligations under this Commitment Letter or the Fee Letter on a timely basis.

This Commitment Letter, together with the Summary of Terms, embodies the entire agreement and understanding among Bank of America and you and your affiliates with respect to the Senior Credit Facilities and supersedes all prior agreements and understandings relating to the

4

 

specific matters hereof. However, please note that the terms and conditions of the commitment of Bank of America hereunder are not limited to those set forth herein or in the Summary of Terms. Those matters that are not covered or made clear herein or in the Summary of Terms or the Fee Letter are subject to mutual agreement of the parties. No party has been authorized by Bank of America to make any oral or written statements that are inconsistent with this Commitment Letter.

This Commitment Letter is not assignable by you without our prior written consent and is intended to be solely for the benefit of the parties hereto and the Indemnified Parties.

This Commitment Letter and all commitments and undertakings of Bank of America hereunder will expire at 5:00 p.m. (Los Angeles time) on June 29, 2004 unless you execute this Commitment Letter and return it to us prior to that time. Thereafter, absent a material adverse change, all commitments and undertakings of Bank of America hereunder will expire on the earliest of (a) October 29, 2004 unless the Closing Date occurs on or prior thereto, (b) the closing of the Acquisition and (c) the acceptance by Holdings or any of its affiliates of an offer for all or any substantial part of the capital stock or property and assets of the Company and its subsidiaries other than as part of the Transaction. In consideration of the time and resources that Bank of America will devote to the Senior Credit Facilities, you agree that, until such expiration, you will not, and will cause the Borrower and Holdings not to, solicit, initiate, entertain or permit, or enter into any discussions in respect of, any offering, placement or arrangement of any competing senior credit facilities for the Borrower and its subsidiaries with respect to the matters addressed in this letter.

THIS WRITTEN AGREEMENT (WHICH INCLUDES THE SUMMARY OF TERMS) REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

[THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

5

 

     We are pleased to have the opportunity to work with you in connection with this important financing.
         
  Very truly yours,


BANK OF AMERICA, N.A.
 		  
  By:   /s/ William C. Swiontek    
    Name:   William C. Swiontek   
    Title:   Senior Vice President   
 

ACCEPTED AND AGREED TO
AS OF THE DATE FIRST ABOVE WRITTEN:

 

/s/ O. Victor Edelbrock, Jr.

    O. Victor Edelbrock, Jr.

6

 

Confidential

SUMMARY OF COMMITTED TERMS AND CONDITIONS
PROJECT HOTROD
$ 53,000,000 SENIOR SECURED CREDIT FACILITY

     
BORROWER:
  Project Hotrod, a Delaware corporation (the “Borrower”).
 
    
GUARANTORS:
  The Senior Credit Facility (defined below) shall be guaranteed by all existing and future direct and indirect domestic subsidiaries of the Borrower (collectively, the “Guarantors”) upon consummation of the Transaction. All guarantees shall be guarantees of payment and not of collection.
 
    
LENDERS/ADMINISTRATIVE
& COLLATERAL AGENT:
   
Bank of America, N.A. (“Bank of America”) will hold 70% of the Facility and City National Bank will hold 30% of the Facility. Bank of America will act as Administrative Agent and Collateral Agent.
 
    
SENIOR CREDIT FACILITY:
  An aggregate principal amount of up to $53,000,000 will be available upon the terms and conditions hereinafter set forth:
 
    
  Five-Year Revolving Credit Facility: Up to $33,000,000 revolving credit facility (the “Revolving Credit Facility”), which will include a $1,000,000 sub-limit, for the issuance of standby and commercial letters of credit (each a “Letter of Credit”). Letters of Credit will be issued by Bank of America (in such capacity, the “Letter of Credit Issuing Lender”) and each Lender will purchase an irrevocable and unconditional participation in each Letter of Credit.
 
    
  Seven-Year Term Loan Facility: Up to $20,000,000 term loan facility (the “Term Facility”).
 
    
  The above credit facilities are collectively referred to herein as the “Senior Credit Facility”.
 
    
PURPOSE:
  The proceeds of the Senior Credit Facility shall be used: (i) for working capital, capital expenditures, to provide up to $7MM of ownership liquidity at Closing, and other lawful corporate purposes; and (ii) to finance the purchase of shares of Borrower pursuant to the Merger described below.
 
    
CLOSING:
  The execution of definitive loan documentation, to occur on or before October 29, 2004 (“Closing”).
 
    
INTEREST RATES:
  As set forth in Addendum I.
 
    
MATURITY:
  The Revolving Credit Facility shall terminate and all amounts outstanding thereunder shall be due and payable in full five years from Closing.
 
    
(BANK OF AMERICA LOGO)   Page 1   June 25, 2004

 

 

Confidential

     
  The Term Loan Facility shall amortize “mortgage style” over fifteen years but be due in seven years. The Term Loan Facility will become due and payable upon the termination of the Revolving Credit Facility (including any extensions thereof).
 
    
MERGER:
  The Senior Credit Facility will be available to fund the purchase of all capital stock of the Borrower (the “Acquisition”). The Acquisition shall be consummated by the merger (the “Merger”) of a subsidiary (“Merger Sub”) of a newly formed holding company (“Holdings”), or of Holdings itself, with and into the Borrower with the consideration payable for all shares of the Borrower not owned by Merger Sub or Holdings, as applicable being a price per share not to exceed an amount to be determined. The date of the Merger shall be the date of the Closing. Certain existing shareholders of the Borrower will contribute to Holdings in exchange for capital stock of Holdings, common stock of the Borrower having a minimum market value in an amount to be determined. If Merger Sub is the entity to merge with and into the Borrower, such common stock of the Borrower will be contributed by Holdings to Merger Sub prior to the consummation of the Merger.
 
    
AVAILABILITY/SCHEDULED
AMORTIZATION:
   
Revolving Credit Facility: Loans under the Revolving Credit Facility (“Revolving Credit Loans”) may be made, and Letters of Credit may be issued, on a revolving basis in each case subject to availability and subject to a Borrowing Base. The “Borrowing Base” shall be equal to the sum of (i) up to 85% of eligible receivables of the Borrower and its subsidiaries for the first year post closing and 75% thereafter and (ii) up to 50% of eligible inventory of the Borrower and its subsidiaries valued at the lesser of cost or fair market value in the first year post closing and 40% thereafter; provided, however, that the percentages set forth above are subject to modification based upon the results of a full scope field examination to be conducted by Bank of America on behalf of the lenders. Further, all parties agree that the Borrower will have minimum liquidity (defined as the sum of cash, cash equivalent and availability under the revolving credit facility) of at least $2,000,000 at Closing. Periodic audits shall be required during the tenor of the Revolving Credit Facility.
 
    
  Term Loan Facility: Loans made under the Term Facility (“Term Loans”) will be available in a single borrowing at Closing. The Term Loan Facilities will be secured by real property (subject to acceptable appraisals, a minimum debt service coverage of 1.10:1 and an advance rate on the San Jacinto properties not to exceed 65% of appraised value and not to exceed 75% of appraised value for the Torrance properties), and will also be subject to quarterly “mortgage style” amortization of principal, based upon an assumed fifteen-year life, all due in seven years, but co-terminus with the Revolving Facility.
 
    
SECURITY:
  Bank of America (on behalf of the Lenders) shall receive a first priority perfected security interest in (i) all present and future assets and properties of the Borrower and its subsidiaries (including, without
 
    
(BANK OF AMERICA LOGO)   Page 2   June 25, 2004

 

 

Confidential

     
  limitation, accounts receivable, inventory, real property, machinery, equipment, contracts, trademarks, copyrights, patents, license rights and general intangibles).
 
    
  The priority of the lien and security interest of the Administrative Agent shall be supported by such landlord and mortgagee waivers, warehousemen and bailee letters, third party consents, intercreditor agreements and other agreements as shall be reasonably requested by the Administrative Agent, in each case in form and substance reasonably satisfactory to the Administrative Agent.
 
    
  The foregoing security shall ratably secure the Senior Credit Facility and any interest rate swap/foreign currency swap or similar agreements with a Lender or its affiliates under the Senior Credit Facility.
 
    
MANDATORY PREPAYMENTS
AND COMMITMENT
REDUCTIONS:
   
 
In addition to the Scheduled Amortization, the Senior Credit Facility will be prepaid by an amount equal to (i) 100% of the net cash proceeds of all asset sales (other than sales of inventory in the ordinary course of business) by the Borrower or any subsidiary of the Borrower (including sales of stock of subsidiaries), subject to de minimus baskets and reinvestment provisions to be agreed upon and net of selling expenses and taxes to the extent such taxes are paid; (ii) 100% of the net cash proceeds from the issuance of any debt (excluding certain permitted debt to be agreed) by the Borrower or any of its subsidiaries; and (iii) 50% of the net cash proceeds from the issuance of equity by the Borrower or any of its subsidiaries. Prepayments shall be applied to reduce the Term Loan with payments applied in inverse order of maturity. In the event that the Term Loan Facilities shall have been fully repaid, the mandatory prepayments described above shall be applied to permanently reduce the Revolving Credit Facility. If the outstanding principal amount of the Revolving Credit Loans, together with the stated amount of the Letters of Credit at any time exceeds the Borrowing Base, the Borrower shall promptly make a prepayment in the amount of such excess.
 
    
OPTIONAL PREPAYMENTS
AND COMMITMENT
REDUCTIONS:
   
 
The Borrower may prepay the Senior Credit Facility in whole or in part at any time without penalty, subject to reimbursement of the Lenders’ breakage and redeployment costs in the case of prepayment of LIBOR borrowings. Prepayments shall be applied in inverse order to the Term Loan. The unutilized portion of any commitment under the Senior Credit Facility in excess of the remaining undrawn amount of all outstanding Letters of Credit may be irrevocably canceled by the Borrower in whole or in part.
 
    
(BANK OF AMERICA LOGO)   Page 3   June 25, 2004

 

 

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CONDITIONS PRECEDENT
TO CLOSING:		    
The Closing (and the initial funding) of the Senior Credit Facility will be subject to satisfaction of the conditions precedent deemed appropriate by the Administrative Agent and the Lenders including, but not limited to, the following:
 
        
  (i)   The negotiation, execution and delivery of definitive documentation for the Senior Credit Facility reasonably satisfactory to the Administrative Agent and the Lenders, which shall include, without being limited to (a) reasonably satisfactory opinions of counsel to the Borrower and each Guarantor and such other customary closing documents as the Administrative Agent shall reasonably request and (b) satisfactory evidence that the Administrative Agent (on behalf of the Lenders) holds a perfected, first priority lien in all of the collateral for the Senior Credit Facility, subject to no other liens except for permitted liens and encumbrances to be determined.
 
        
  (ii)   Receipt and satisfactory review by the Administrative Agent of available 2004 interim financial statements of the Borrower and its subsidiaries including balance sheets, income and cash flow statements, and such other financial information as the Administrative Agent may request.
 
        
  (iii)   The absence of any action, suit, investigation or proceeding pending or threatened in any court or before any arbitrator or governmental authority that purports (a) to materially and adversely affect the business, assets, liabilities, results of operations or financial condition of the Borrower and its Subsidiaries taken as a whole, other than resulting from changes in general industry conditions or changes in general economic conditions except, in each case, to the extent any such condition affects the Borrower to a greater extent than other similarly situated companies generally, (b) to materially impair the ability of the Borrower to consummate the transactions contemplated hereby, or (c) to materially and adversely affect the ability of the Borrower and its subsidiaries or any other obligor under the guarantees or security documents to perform their respective obligations under the documentation for the Senior Credit Facility.
 
        
  (iv)   Receipt and review, with results reasonably satisfactory to the Administrative Agent and its counsel, of information regarding (a) asset appraisal reports with respect to all of the real and personal property owned by the Borrower and its subsidiaries, and (b) a written audit of the accounts receivable, inventory, payables, controls and systems of the Borrower and its subsidiaries.
 
        
  (v)   Consummation of the Merger pursuant to the documentation in form and substance reasonably satisfactory to the Administrative Agent, including a Merger Agreement between the Borrower and the Merger Sub or Holdings, as applicable. The Administrative Agent hereby acknowledges that the draft
 
        
(BANK OF AMERICA LOGO)   Page 4   June 25, 2004

 

 

Confidential

         
      dated June 24, 2004 of the Agreement and Plan of Merger, by and among Holdings, Merger Sub, Inc. and Borrower is in form and substance reasonably satisfactory to the Administrative Agent.
 
        
  (vi)   A full scope field examination of the assets collateralizing the Senior Credit Facilities, including, without limitation, an onsite review of accounts receivable, inventory and accounting systems inclusive of random testing, appraisals of real property including Phase 1 environmental reports, with results satisfactory to the Administrative Agent, in its reasonable discretion.
 
        
CONDITIONS PRECEDENT
TO ALL LOANS:		    
Usual and customary for transactions of this type, to include without limitation: (i) all representations and warranties are true and correct in all material respects as of the date of each loan, and (ii) no event of default under the Senior Credit Facility or incipient default has occurred and is continuing, or would result from such loan.
 
        
REPRESENTATIONS
AND WARRANTIES:		    
Usual and customary for transactions of this type, to include without limitation: (i) corporate existence and status; (ii) corporate power and authority/enforceability; (iii) no violation of law or contracts or organizational documents; (iv) no material litigation; (v) correctness of specified financial statements and no material adverse change; (vi) no required governmental or third party approvals; (vii) use of proceeds/compliance with margin regulations; (viii) status under Investment Company Act; (ix) ERISA matters; (x) environmental matters; (xi) payment of taxes; and (xii) accuracy of disclosure; and (xiii) perfected liens and security interests.
 
        
COVENANTS:   Usual and customary for transactions of this type, to include without limitation: (i) delivery of financial statements and other reports; (ii) delivery of compliance and borrowing base certificates; (iii) delivery of notices of default, material litigation and material governmental and environmental proceedings; (iv) compliance with laws (including environmental laws and ERISA matters) and material contractual obligations; (v) payment of taxes; (vi) maintenance of insurance; (vii) limitation on liens; (viii) limitation on mergers, consolidations and sales of assets; (ix) limitation on incurrence of debt; (x) limitation on dividends, stock redemptions and the redemption and/or prepayment of other debt; (xi) limitation on investments (including loans and advances) and acquisitions; (xii) limitation on capital expenditures; and (xiii) limitation on transactions with affiliates.
 
        
(BANK OF AMERICA LOGO)   Page 5   June 25, 2004

 

 

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    Financial covenants to include (but not be limited to):
 
            
    •   Maintenance at all times of a Minimum Tangible Net Worth with an opening level of 85% of the most recent interim level (netted down for the transaction) with step-ups equal to 50% of net income (with no deduction for net losses) and 100% of the net proceeds of any equity issuances.
 
            
    •   Maintenance on a rolling four-quarter basis of a Maximum Leverage Ratio (total funded debt/EBITDA), at an opening level not to exceed 4.50:1, and with periodic step-downs as detailed below.
 
            
      For Quarters ending -    
      09/25/2004:   < 4.25x
      12/25/2004:   < 4.00x
      03/25/2005:   < 3.75x
      06/30/2005 to 03/25/2006:   < 3.25x
      06/30/2006 to 03/25/2007:   < 2.75x
      06/30/2007 to 03/25/2008:   < 2.25x
      Thereafter:   < 2.00x
 
            
    •   Maintenance on a rolling four quarter basis of a Minimum Fixed Charge Coverage Ratio (EBITDA less unfinanced capital expenditures less cash taxes)/(cash interest expense plus scheduled principal repayments plus permitted dividends), with an opening level of at least 1.10:1 and with periodic step-ups mutually acceptable to the Lenders and the Borrower.
 
            
      For Quarters ending –    
      09/25/2004:   > 1.10x
      12/25/2004:   > 1.25x
      03/25/2005:   > 1.25x
      06/30/2005 to 03/25/2007:   > 1.50x
      06/30/2007:   > 1.75x
      Thereafter:   > 2.00x
 
            
    In addition, the loan documentation shall require the Borrower to enter into interest protection agreements acceptable to the Administrative Agent for $20,000,000 of the Senior Credit Facility, for a period of at least three years.
 
            
EVENTS OF DEFAULT:   Usual and customary in transactions of this type, to include without limitation: (i) nonpayment of principal, interest, fees or other amounts (with cure periods, as applicable), (ii) violation of covenants (with cure periods as applicable), (iii) inaccuracy of representations and warranties, (iv) cross-default to other material agreements and indebtedness, (v) bankruptcy and other insolvency events, (vi) material judgments, (vii) material ERISA matters, (viii) actual or asserted invalidity of any loan documentation or security interests, and (ix) change of control.
 
            
(BANK OF AMERICA LOGO)   Page 6   June 25, 2004

 

 

Confidential

     
WAIVERS AND AMENDMENTS:
  Amendments and waivers of the provisions of the loan agreement and other definitive credit documentation will require the approval of 100% of the Lenders given the “club” nature of the bank group. If an amendment or waiver has been approved by Lenders holding more than 50% of the Loans and commitments, but has not been approved by 100% of the Lenders, then the Borrower may replace such non-consenting Lender with another financial institution reasonably satisfactory to the Administrative Agent, in which case the non-consenting Lender shall be paid in full.
 
    
INDEMNIFICATION:
  The Borrower shall indemnify the Administrative Agent and the Lenders and their respective affiliates from and against all losses, liabilities, claims, damages or expenses arising out of or relating to the Senior Credit Facility, the Borrower’s use of loan proceeds or the commitments, including, but not limited to, reasonable attorneys’ fees (including the allocated cost of internal counsel) and settlement costs, other than those caused by the gross negligence or willful misconduct of the indemnified party. This indemnification shall survive and continue for the benefit of the indemnitees at all times after the Borrower’s acceptance of the Lenders’ commitments for the Senior Credit Facility, notwithstanding any failure of the Senior Credit Facility to close.
 
    
GOVERNING LAW:
  State of California.
 
    
PRICING/FEES/EXPENSES:
  As set forth in Addendum I.
 
    
(BANK OF AMERICA LOGO)   Page 7   June 25, 2004

 

 

Confidential

ADDENDUM I
PRICING, FEES AND EXPENSES

     
UP-FRONT FEE:
  The Borrower will pay a fee of 87.5 bps upon Closing.
 
    
INTEREST RATES:
  The Revolving Credit Facility and Term Facility shall bear interest at a rate equal to LIBOR plus the Applicable Margin or the Alternate Base Rate (to be defined as the higher of (i) the Bank of America prime rate and (ii) the Federal Funds rate plus .50%) plus the Applicable Margin. The Applicable Margin in each case shall be determined in accordance with the Performance Pricing grid set forth below.
 
    
  The Borrower may select interest periods of 1, 2, 3 or 6 months for LIBOR loans, subject to availability. Interest shall be payable at the end of the selected interest period, but no less frequently than quarterly. A default rate shall apply on all loans in the event of default under the Senior Credit Facility at a rate per annum of 2% above the applicable interest rate.
 
    
PERFORMANCE PRICING:
  The Applicable Margin for any fiscal quarter, shall be the applicable rate per annum set forth in the table below opposite the ratio of Funded Debt to EBITDA determined as of the last day of the immediately preceding fiscal quarter.
                                         
            Applicable Margin   Applicable Margin for
            for LIBOR Loans
   Alternate Base Rate Loans
Funded Debt to EBITDA Ratio
   Upfront Fee
   Revolver
   Term Loan
   Revolver
   Term Loan
Greater than or equal to 4.00:1 but less than 4.50:1
     0.875 %     2.375 %     2.375 %     1.25 %     1.25 %
Less than 4.00:1 but greater than 3.00:1
     0.875 %     2.125 %     2.125 %     1.00 %     1.00 %
Less than 3.00:1 but greater than 2.00:1
     0.875 %     1.875 %     1.875 %     0.75 %     0.75 %
Less than 2.00:1
     0.875 %     1.625 %     1.625 %     0.50 %     0.50 %
     
CALCULATION OF
INTEREST AND FEES:
   
Other than calculations in respect of interest at the Bank of America prime rate (which shall be made on the basis of actual number of days elapsed in a 365/366 day year), all calculations of interest and fees shall be made on the basis of actual number of days elapsed in a 360-day year.
 
    
(BANK OF AMERICA LOGO)   Page 8   June 25, 2004

 

 

Confidential

     
COST AND YIELD PROTECTION:
  Customary for transactions and facilities of this type, including, without limitation, in respect of breakage or redeployment costs incurred in connection with prepayments, changes in capital adequacy and capital requirements or their interpretation, illegality, unavailability, reserves without proration or offset and payments free and clear of withholding or other taxes.
 
    
LETTER OF CREDIT FEES:
  Letter of credit fees are due quarterly in arrears to be shared proportionately by the Lenders. Standby letter of credit fees will be 1.50% per annum plus a fronting fee of 0.125% per annum to be paid to the Letter of Credit Issuing Lender for its own account. In addition, the Borrower will pay to the Issuing Lender customary letter of credit issuance, presentation, amendment and other processing fees and other standard costs and charges. Fees will be calculated on the aggregate stated amount for each Letter of Credit for the period outstanding.
 
    
EXPENSES:
  The Borrower will pay all reasonable costs and expenses associated with the preparation, due diligence, administration, syndication and enforcement of all documentation executed in connection with the Senior Credit Facility, including, without limitation, the legal fees of counsel to the Administrative Agent, regardless of whether or not the Senior Credit Facility is closed. The Borrower will also pay the expenses of each Lender in connection with the enforcement of any loan documentation for the Facility.
 
    
(BANK OF AMERICA LOGO)   Page 9   June 25, 2004

 

 

(CITY NATIONAL BANK LOGO)

John Merhaut Vice President 

Westside CBS

June 25, 2004

Bank of America

333 South Hope Street, Suite 1300
Los Angeles, CA 90071
Attention: Mr. William C. Swiontek

Sent Via Facsimile; Original To Follow By FedEx

Re: Project Hotrod, a Delaware Corporation

Ladies and Gentlemen:

This letter will confirm that City National Bank (“Bank” or “CNB”) has approved a commitment to provide up to 30% of the principal amount of the Senior Credit Facilities referenced in the revised Commitment Letter from Bank of America to Edelbrock Corporation dated June 25, 2004, on the terms and conditions set forth in such Commitment Letter.

Sincerely,

/s/ John Merhaut

John Merhaut
Vice President
City National Bank








     
City National Center  400 North Roxbury Drive  Beverly Hills, CA 90210
  Member FDIC
Phone 310-986-6532/Fax 310-888-6152/Email john.merhaut@cnb.com
   
EX-99.E 4 a00323exv99we.htm JOINT FILING AGREEMENT exv99we
 

Exhibit E

Joint Filing Agreement

     The undersigned hereby agree as follows:

     1. Each of the undersigned is individually eligible to use the Schedule 13D to which this exhibit is attached; the Schedule 13D is filed on behalf of each of the undersigned; and all subsequent amendments to the Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements; and

     2. Each of them is responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein, but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing unless such person knows or has reason to believe that such information is inaccurate.
         
     
July 14, 2004  /s/ O. Victor Edelbrock, Jr.    
  O. VICTOR EDELBROCK, JR.   
     
 
     
July 14, 2004  /s/ Nancy Edelbrock    
  NANCY EDELBROCK   
     
 
July 14, 2004  EDELBROCK HOLDINGS, INC.
 		  
  By:   /s/ O. Victor Edelbrock, Jr.    
    O. Victor Edelbrock, Jr.   
    Chief Executive Officer   
 
July 14, 2004  EDELBROCK MERGER SUB, INC.
 		  
  By:   /s/ O. Victor Edelbrock, Jr.    
    O. Victor Edelbrock, Jr.   
    Chief Executive Officer   
 
July 14, 2004  THE VIC AND NANCY EDELBROCK INTER VIVOS TRUST DATED DECEMBER 19, 1980
THE VIC EDELBROCK, SR. WILL MARITAL DEDUCTION FUND
THE VIC EDELBROCK, SR. WILL RESIDUARY FUND
THE SEAN MICHAEL ROBB TRUST
THE ALEXANDER EDELBROCK WILSON TRUST
THE COURTNEY ISOM TRUST
THE CAREY EDELBROCK ROBB TRUST
THE CATHLEEN EDELBROCK TRUST
THE CHRISTINA EDELBROCK WILSON TRUST
THE TROY FREDERICK ROBB TRUST
THE GRANT DOUGLAS ROBB TRUST
THE BROOKE ELIZABETH ROBB TRUST
THE KYLE PATRICK ROBB TRUST
 		  
  By:   /s/ O. Victor Edelbrock, Jr.    
    O. Victor Edelbrock, Jr.   
    Trustee   
 

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