-----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, HgLPiNWjWg5RyckvYQxvBclOJ1YFia9pUcenz8XLK1Jm7ffHBosrXLTiYgL7VuRI gzmI3rXgrMYqbYCWGQ1wlQ== 0000950168-99-003002.txt : 19991117 0000950168-99-003002.hdr.sgml : 19991117 ACCESSION NUMBER: 0000950168-99-003002 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19991116 GROUP MEMBERS: CODE HENNESSY & SIMMONS II LP GROUP MEMBERS: CODE, HENNESSY & SIMMONS II L.P. GROUP MEMBERS: CODE, HENNESSY & SIMMONS, INC. GROUP MEMBERS: HORNETT ACQUISITION CORP. GROUP MEMBERS: J. RICHARD HOLDINGS, L.P. GROUP MEMBERS: J. RICHARD INDUSTRIES, INC. GROUP MEMBERS: J. RICHARD INDUSTRIES, L.P. GROUP MEMBERS: PORTEC, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NDC AUTOMATION INC CENTRAL INDEX KEY: 0000859621 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 561460497 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-43170 FILM NUMBER: 99759206 BUSINESS ADDRESS: STREET 1: 3101 LATROBE DR CITY: CHARLOTTE STATE: NC ZIP: 28211 BUSINESS PHONE: 7043621115 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CODE HENNESSY & SIMMONS II LP CENTRAL INDEX KEY: 0001060207 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 363925675 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 10 SOUTH WACKER DRIVE STREET 2: SUITE 3175 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3128761840 MAIL ADDRESS: STREET 1: 10 SOUTH WACKER DRIVE STREET 2: SUITE 3175 CITY: CHICAGO STATE: IL ZIP: 60606 SC 13D/A 1 J RICHARD INDUSTRIES, L.P. SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) NDC Automation, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 000628811 --------------------------------------------------------------- (CUSIP Number) J Richard Industries, L.P. 3934 Concord Street Toledo, Ohio 43612 c/o Marcus J. George with a copy to: Mark T. Kindelin Altheimer & Gray 10 South Wacker Drive Chicago, Illinois 60606 (312) 715-4072 --------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 15, 1999 ------------------------------------ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ] - -------------------------------------------------------------------------------- 1. Name of Reporting Person: Hornett Acquisition Corp. - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group: (A) [ ] (B) [X] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds: Not Applicable - -------------------------------------------------------------------------------- 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f): [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization: Delaware ------------------------------------------------------ NUMBER OF 7. Sole Voting Power: 0 SHARES ------------------------------------------------------ BENEFICIALLY 8. Shared Voting Power: 0 OWNED BY ------------------------------------------------------ EACH 9. Sole Dispositive Power: 0 REPORTING ------------------------------------------------------ PERSON 10. Shared Dispositive Power: 0 WITH - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 0 - -------------------------------------------------------------------------------- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11): 0.00% - -------------------------------------------------------------------------------- 14. Type of Reporting Person: CO - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1. Name of Reporting Person: Portec, Inc. - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group: (A) [ ] (B) [X] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds: Not Applicable - -------------------------------------------------------------------------------- 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f): [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization: Delaware - -------------------------------------------------------------------------------- NUMBER OF 7. Sole Voting Power: 0 SHARES ------------------------------------------------------ BENEFICIALLY 8. Shared Voting Power: 0 OWNED BY ------------------------------------------------------ EACH 9. Sole Dispositive Power: 0 REPORTING ------------------------------------------------------ PERSON 10. Shared Dispositive Power: 0 WITH - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 0 - -------------------------------------------------------------------------------- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11): 0.00% - -------------------------------------------------------------------------------- 14. Type of Reporting Person: CO - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1. Name of Reporting Person: J Richard Industries, L.P. - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group: (A) [ ] (B) [X] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds: WC - -------------------------------------------------------------------------------- 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f): [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization: Delaware - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- NUMBER OF 7. Sole Voting Power: 133,000 SHARES ------------------------------------------------------ BENEFICIALLY 8. Shared Voting Power: 0 OWNED BY ------------------------------------------------------ EACH 9. Sole Dispositive Power: 133,000 REPORTING ------------------------------------------------------ PERSON 10. Shared Dispositive Power: 0 WITH - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 133,000 - -------------------------------------------------------------------------------- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11): 3.71% - -------------------------------------------------------------------------------- 14. Type of Reporting Person: PN - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1. Name of Reporting Person: J Richard Holdings, L.P. - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group: (A) [ ] (B) [X] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds: Not Applicable - -------------------------------------------------------------------------------- 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f): [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization: Delaware - -------------------------------------------------------------------------------- NUMBER OF 7. Sole Voting Power: 133,000 (1) SHARES ------------------------------------------------------ BENEFICIALLY OWNED BY 8. Shared Voting Power: 0 EACH ------------------------------------------------------ REPORTING PERSON 9. Sole Dispositive Power: 133,000 (1) WITH ------------------------------------------------------ 10. Shared Dispositive Power: 0 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 133,000 (1) - -------------------------------------------------------------------------------- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11): 3.71% - -------------------------------------------------------------------------------- 14. Type of Reporting Person: PN - -------------------------------------------------------------------------------- (1) Solely in its capacity as general partner of J Richard Industries, L.P.. See Item 2. - -------------------------------------------------------------------------------- 1. Name of Reporting Person: J Richard Industries, Inc. - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group: (A) [ ] (B) [X] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds: Not Applicable - -------------------------------------------------------------------------------- 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f): [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization: Delaware - -------------------------------------------------------------------------------- NUMBER OF 7. Sole Voting Power: 133,000 (1) SHARES ------------------------------------------------------ BENEFICIALLY 8. Shared Voting Power: 0 OWNED BY ------------------------------------------------------ EACH 9. Sole Dispositive Power: 133,000 (1) REPORTING ------------------------------------------------------ PERSON 10. Shared Dispositive Power: 0 WITH - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 133,000 (1) - -------------------------------------------------------------------------------- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11): 3.71% - -------------------------------------------------------------------------------- 14. Type of Reporting Person: CO - -------------------------------------------------------------------------------- (1) Solely in its capacity as general partner of J Richard Holdings, L.P., general partner of J Richard Industries, L.P.. See Item 2. - -------------------------------------------------------------------------------- 1. Name of Reporting Person: Code, Hennessy & Simmons II, L.P. - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group: (A) [ ] (B) [X] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds: Not Applicable - -------------------------------------------------------------------------------- 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f): [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization: Delaware - -------------------------------------------------------------------------------- NUMBER OF 7. Sole Voting Power: 133,000 (1) SHARES ------------------------------------------------------ BENEFICIALLY 8. Shared Voting Power: 0 OWNED BY ------------------------------------------------------ EACH 9. Sole Dispositive Power: 133,000 (1) REPORTING ------------------------------------------------------ PERSON 10. Shared Dispositive Power: 0 WITH - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 133,000 (1) - -------------------------------------------------------------------------------- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11): 3.71% - -------------------------------------------------------------------------------- 14. Type of Reporting Person: PN - -------------------------------------------------------------------------------- (1) Solely in its capacity as the owner of 100% of the common stock of J Richard Industries, Inc., general partner of J Richard Holdings, L.P., general partner of J Richard Industries, L.P.. See Item 2. - -------------------------------------------------------------------------------- 1. Name of Reporting Person: Code, Hennessy & Simmons, Inc. - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group: (A) [ ] (B) [X] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds: Not Applicable - -------------------------------------------------------------------------------- 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f): [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization: Delaware - -------------------------------------------------------------------------------- NUMBER OF 7. Sole Voting Power: 133,000 (1) SHARES ------------------------------------------------------ BENEFICIALLY OWNED BY 8. Shared Voting Power: 0 EACH ------------------------------------------------------ REPORTING PERSON 9. Sole Dispositive Power: 133,000 (1) WITH ------------------------------------------------------ 10. Shared Dispositive Power: 0 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 133,000 (1) - -------------------------------------------------------------------------------- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11): 3.71% - -------------------------------------------------------------------------------- 14. Type of Reporting Person: CO - -------------------------------------------------------------------------------- (1) Solely in its capacity as the general partner of Code, Hennessy & Simmons II, L.P., owner of 100% of the common stock of J Richard Industries, Inc., general partner of J Richard Holdings, L.P., general partner of J Richard Industries, L.P.. See Item 2. Item 1. Security and Issuer. -------------------- This Amendment No.1 to Schedule 13D on the shares of common stock, $0.01 par value per share (the "Shares") of NDC Automation, Inc. ("NDCA" or the ACompany@) is being filed on behalf of the undersigned Reporting Persons to amend the Schedule 13D, which was originally filed on behalf of the Reporting Persons on September 20, 1999. The principal executive offices of NDCA are located at 3101 Latrobe Drive, Charlotte, North Carolina 28211. Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meaning as set forth in the Schedule 13D. Item 2. Identity and Background. ------------------------ Item 2 to Schedule 13D is amended, in pertinent part, as follows: (a) This Amendment No. 1 to Schedule 13D is filed by Hornett Acquisition Corp., a Delaware corporation ("Hornett"), Portec, Inc., a Delaware corporation (APortec@), J Richard Industries, L.P., a Delaware limited partnership ("J Richard L.P."), J Richard Holdings, L.P., a Delaware limited partnership ("Holdings"), J Richard Industries, Inc., a Delaware corporation ("J Richard Inc."), Code Hennessy & Simmons II, L.P., a Delaware limited partnership ("CHS L.P."), and Code Hennessy & Simmons, Inc., an Illinois corporation ("CHS Inc."), (collectively the "Reporting Persons"). 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 Act, although neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that a group exists. Item 3. Source and Amount of Funds or Other Consideration. --------------------------------------------------- Item 3 is hereby amended and restated to read in its entirety as follows: J Richard L. P. acquired the 133,000 Shares on November 15, 1999 for an aggregate purchase price of $50,000. All the purchase price came from J Richard L. P.=s working capital. In connection with the termination of the proposed merger as described in Item 4 and in addition to entering into this transaction, Portec and Hornett also paid the Company a $75,000 termination fee. Item 4. Purpose of Transaction. ----------------------- Item 4 is hereby amended and restated to read in its entirety as follows: In connection with a proposed merger between Hornett and NDCA pursuant to a Merger Agreement dated September 13, 1999, the Reporting Persons obtained from certain NDCA stockholders their commitment subject to certain conditions to vote their Shares in favor of the Merger Agreement, the Merger and other transactions contemplated thereby pursuant to a Voting Agreement with Netzler & Dahlgren Co. AB, Goran P.R. Netzler, Jan H.L. Jutander, Arne Nilsson and Anders Dahlgren (collectively, the "Significant Stockholders") dated September 13, 1999 (the "Voting Agreement"). The Reporting Persons filed a Schedule 13D on September 20, 1999 to report this transaction. Under the Merger Agreement, the consummation of the merger is subject to certain conditions. And the Voting Agreement provides that it will automatically terminate upon the termination of the Merger Agreement. On November 15, 1999, the Company, Hornett and Portec jointly announced the mutual termination of the Merger Agreement and thereby the Voting Agreement also terminated automatically. As a result of the termination of the Voting Agreement, as of November 15, 1999, the Reporting Persons no longer have any voting or disposition power as to any Shares owned by the Significant Stockholders and the Reporting Persons no longer have beneficial ownership of any Shares owned by the Significant Stockholders. On November 15, 1999, Portec, Hornett and the Company entered into a Termination Agreement, under which Portec agreed to pay the Company a $75,000 termination fee, and J Richard L. P. entered into a Stock Purchase Agreement dated November 15, 1999, under which the Company agreed to issue and sell to J Richard L. P. and J Richard L. P. agreed to purchase from the Company 133,000 Shares for an aggregate purchase price of $50,000. Based on 3,586,451 Shares outstanding (3,453,451 Shares outstanding as reported by the Company in its quarterly report Form 10QSB for the quarterly period ended on August 31, 1999 plus 133,000 Shares issued in this transaction), the Reporting Persons beneficially own approximately 3.71% of the Shares outstanding. Accordingly, on November 15, 1999, the Reporting Persons ceased to be the beneficial owners of five percent or more of the outstanding Shares. Item 5. Interest in Securities of the Issuer. ------------------------------------- Item 5 is hereby amended and restated to read in its entirety as follows: (a) The aggregate number of Shares that J Richard L. P. owns beneficially, pursuant to Rule 13d-3 of the Act, is 133,000, which constitutes approximately 3.71% of the outstanding Shares, based on 3,586,451 Shares outstanding (3,453,451 Shares outstanding as reported by the Company in its quarterly report Form 10QSB for the quarterly period ended on August 31, 1999 plus 133,000 Shares issued in this transaction). Because of its position as the sole general partner of J Richard L.P., Holdings may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of the Shares beneficially owned directly by J Richard L. P.. Because of its position as the sole general partner of Holdings, J. Richard Inc. may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of Shares beneficially owned directly by J Richard L. P.. Because of its position as the owner of all the shares of J Richard Inc., CHS L.P. may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of the Shares beneficially owned directly by J Richard L. P.. Because of its position as general partner of CHS L.P., CHS Inc. may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of the Shares beneficially owned directly by J Richard L. P.. To the best of the knowledge of each of the Reporting Persons, other than as set forth above, none of the persons named in Item 2 hereof is the beneficial owner of any Shares. (b) Pursuant to the Stock Purchase Agreement, J Richard L. P. has obtained the sole power to vote or to direct the vote and to dispose or to direct the disposition of the 133,000 Shares. In its capacity as the sole general partner of J Richard L.P., Holdings, may be deemed to have obtained the sole power to vote or to direct the vote and to dispose or to direct the disposition of the Shares beneficially owned directly by J Richard L. P.. In its capacity as the sole general partner of Holdings, J Richard Inc. may be deemed to have obtained the sole power to vote or to direct the vote and to dispose or to direct the disposition of the Shares beneficially owned directly by J Richard L. P.. In its capacity as the owner of all the shares J Richard Inc., CHS L.P., may be deemed to have obtained the sole power to vote or to direct the vote and to dispose or to direct the disposition of the Shares beneficially owned directly by J Richard L. P.. In its capacity as the sole general partner of CHS L.P., CHS Inc., may be deemed to have obtained the sole power to vote or to direct the vote and to dispose or to direct the disposition of the Shares beneficially owned directly by J Richard L. P.. (c) Except as set forth in Item 4 above, to the best of the knowledge of each of the Reporting Persons, none of the persons named in response to paragraph (a) of this Item 5 has effected any other transactions in Shares during the past sixty (60) days. (d) NA (e) On November 15, 1999, the Reporting Persons ceased to be the beneficial owners of the Shares owned by the Significant Stockholders. Also on November 15, 1999, the Reporting Persons other than Hornett and Portec acquired beneficial ownership in 133,000 Shares directly owned by J Richard L. P., which is approximately 3.71% of the total Shares outstanding. Accordingly, on November 15, 1999, the Reporting Persons ceased to be the beneficial owners of five percent or more of the outstanding Shares. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Except as set forth herein or in the Exhibits filed herewith, there are no contracts, arrangements, understandings or relationships of the type required to be disclosed in response to Item 6 of Schedule 13D of the Act with respect to the Shares owned by the Reporting Persons. Item 7. Materials to be Filed as Exhibits. ---------------------------------- Exhibit 1: Press release announcing Termination of their Agreement and Plan of Merger between NDC Automation, Inc. and Portec, Inc. Exhibit 2: Termination Agreement of the contemplated merger between NDC Automation, Inc. and Portec, Inc. Exhibit 3: Stock Purchase Agreement between NDC Automation, Inc. and J Richard Industries L.P. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: November 15, 1999 Hornett Acquisition Corp., a Delaware corporation By: ____________________________ Name: Marcus J. George Its: Vice President Portec, Inc. a Delaware corporation By: ____________________________ Name: Marcus J. George Its: Vice President J Richard Industries, L.P. a Delaware limited partnership By: ____________________________ Name: Marcus J. George Its: Vice President J Richard Holdings, L.P. a Delaware limited partnership By: J Richard Industries, Inc. its general partner, a Delaware corporation By: ____________________________ Name: Marcus J. George Its: Vice President J Richard Industries, Inc. a Delaware corporation By: __________________________ Name: Marcus J. George Its: Vice President Code, Hennessy & Simmons II, L.P. a Delaware limited liability partnership By: Code, Hennessy & Simmons, Inc. its general partner, By: ______________________________ Name: Andrew W. Code Its: Secretary Code, Hennessy & Simmons, Inc. an Illinois corporation By: ______________________________ Name: Andrew W. Code Its: Secretary EXHIBIT A --------- Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, the undersigned agree that the statement to which this Exhibit is attached is filed on behalf of each of them in the capacities set forth below. Dated: November 15, 1999 Hornett Acquisition Corp., a Delaware corporation By: ____________________________ Name: Marcus J. George Its: Vice President Portec, Inc. By: ____________________________ Name: Marcus J. George Its: Vice President J Richard Industries, L.P. a Delaware limited partnership By: ____________________________ Name: Marcus J. George Its: Vice President J Richard Holdings, L.P. a Delaware limited partnership By: J Richard Industries, Inc. its general partner, a Delaware corporation By: ________________________ Name: Marcus J. George Its: Vice President J Richard Industries, Inc. By: ____________________________ Name: Marcus J. George Its: Vice President Code, Hennessy & Simmons II, L.P. By: Code, Hennessy & Simmons, Inc. its general partner, By: ____________________________ Name: Andrew W. Code Its: Secretary Code, Hennessy & Simmons, Inc. By: ____________________________ Name: Andrew W. Code Its: Secretary EX-1 2 EXHIBIT 1 FOR IMMEDIATE RELEASE EXHIBIT 1 NOVEMBER 15, 1999 NDC AUTOMATION AND PORTEC ANNOUNCE TERMINATION OF MERGER AGREEMENT NDC Automation, Inc. (OTC Bulletin Board "AGVS") ("NDCA") and Portec, Inc. ("PORTEC") today jointly announced the termination of their Agreement and Plan of Merger dated as of September 13, 1999. As a result of this termination, NDCA will continue as a public company and will not be acquired by PORTEC. Lawrence Weber, Chief Executive Officer of PORTEC stated: "We are disappointed that the Merger will not proceed. We have determined that the underlying business rationale for the Merger no longer exists. Therefore, in accordance with the Merger Agreement's terms and conditions we have requested termination of the Agreement. In spite of this, we think NDCA has a fine management team and interesting prospects and we intend to explore alternative ways of working together in the automated guided vehicle business." Commenting on this development, Ralph Dollander, Chief Executive Officer of NDCA stated: "Although we are disappointed by this setback, we are most encouraged by the positive business events we have announced recently and are excited about the future of NDCA. We will continue to actively pursue new business combinations and additional financing to allow us to develop strategic markets for our products and technology." Mr. Dollander also stated that PORTEC has agreed to reimburse NDCA for $75,000 in merger related expenses and that J Richard Industries LP, PORTEC's parent, is purchasing 133,000 newly issued common shares of NDCA for $50,000, which amount will increase NDCA's working capital. The new shares will be restricted shares, meaning that they cannot be resold unless registered under applicable securities laws or pursuant to an exemption from registration. THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933 AND SECTION 21E OF THE SECURITIES AND EXCHANGE ACT OF 1934. ACTUAL RESULTS AND THE TIMING OF CERTAIN EVENTS COULD DIFFER MATERIALLY FROM THOSE SET FORTH IN THE FORWARD-LOOKING STATEMENTS. - - - - - - - - - - - - - - - - - - - - - - - - - NDCA provides an integrated package of controls technology and related products to be incorporated into and used to control Automatic Guided Vehicle Systems (AGVS). The Company also provides turnkey AGVS solutions to end-users and to system integrators. NDCA's controls hardware and software are designed for optimal flexibility and accuracy and are well suited for a broad range of vehicle types. ### For further information contact: Ralph Dollander or Lawrence Weber PRESIDENT, NDCA PRESIDENT, PORTEC EX-2 3 EXHIBIT 2 EXHIBIT 2 TERMINATION AGREEMENT This Termination Agreement is made this 15 day of November, 1999 among Portec, Inc., a Delaware corporation ("Parent"), Hornett Acquisition Corp., a Delaware corporation ("Purchaser") and NDC Automation, Inc., a Delaware corporation (the "Company"). RECITALS A. Parent, Purchaser and the Company are parties to an Agreement and Plan of Merger dated as of September 13, 1999 (the "Merger Agreement"). B. Parent, Purchaser and the Company have determined to terminate the Merger Agreement by mutual consent. Now, therefore, the parties agree as follows: 1. Termination. Pursuant to Section 6.1.1 of the Merger Agreement, Parent, Purchaser and the Company hereby terminate the Merger Agreement and the transactions contemplated thereby by their mutual written consent as set forth in this Agreement. Each party agrees to comply with the provision of Section 6.2 of the Merger Agreement and the Confidentiality Agreement (as therein defined). 2. Consideration. Concurrent with the execution of this Agreement, Parent is paying to the Company the sum of $75,000 and the Company and J Richard Industries, LP, an affiliate of Parent are entering into a Stock Purchase Agreement. The Company agrees that if on or before November 12, 2000 the Company enters into an agreement to effect a Subsequent Transaction (as herein defined) and such Subsequent Transaction is thereafter consummated, the Company will refund $75,000 to Parent immediately upon consummation of the Subsequent Transaction. As used herein, a "Subsequent Transaction" means a transaction with a third party pursuant to which a third party acquires the Company pursuant to any tender or exchange offer, any acquisition of all or substantially all of the assets of the Company or a merger, consolidation or other business combination with the Company, in which the shareholders of the Company receive more than $.75 per share in value (equitably adjusted for any stock splits, stock dividends recapitalization or similar transaction after the date hereof). 3. Mutual Release. (a) the Company hereby irrevocably releases the Parent, Purchaser and their respective directors, shareholders, officers, employees and agents, including, without limitation, attorneys and investment bankers, from any and all claims and rights (whether by or through the Company, its directors, shareholders, officers, employees or agents) arising out of or related to the Merger Agreement or the termination thereof; provided, however, that the foregoing release does not apply to the obligations of the parties under this Termination Agreement or the Stock Purchase Agreement. (b) Parent and the Purchaser hereby irrevocably release the Company and its directors, principals, officers, employees and agents, including, without limitation, attorneys and investment bankers, from any and all claims and rights (whether by or through Parent or Purchaser or their respective directors, shareholders, partners, principals, officers, employees or agents) arising out of or related to the Merger Agreement or the termination thereof; provided, however, that the foregoing release does not apply to the obligations of the parties under this Termination Agreement or the Stock Purchase Agreement. 4. Miscellaneous. (a) Public Announcements. Parent, Purchaser and the Company will consult with each other before issuing, and provide each other the opportunity to review and comment upon, any press release or other written public statements with respect to the transactions contemplated by this Termination Agreement or the Stock Purchase Agreement, and shall not issue any such press release or make any such written public statement prior to such consultation, except as may be required by applicable law, court process or by obligations pursuant to any listing agreement with any national securities exchange. The parties agree that the initial press release to be issued with respect to the transactions contemplated by this Termination Agreement will be in the form agreed to by the parties hereto prior to the execution of this Termination Agreement. (b) Notices. All notices required or permitted to be given hereunder shall be given as provided in the Merger Agreement. 2 (c) Expenses. Except as set forth in Section 2, each party hereto shall bear all fees and expenses incurred by such party in connection with, relating to or arising out of the negotiation, preparation, execution, delivery and performance of this Termination Agreement including financial advisors', attorneys', accountants' and other professional fees and expenses. (d) Entire Agreement. This Agreement, the Stock Purchase Agreement and the instruments to be delivered by the parties pursuant to the provisions hereof constitute the entire agreement between the parties with respect to the subject matter hereof. (e) Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, and all such counterparts shall constitute but one instrument. (f) Applicable Law. This Agreement shall be governed and controlled as to validity, enforcement, interpretation, construction, effect and in all other respects by the internal laws of the State of Delaware applicable to contracts made in that State. (g) Binding Effect; Benefit. This Agreement shall inure to the benefit of and be binding upon the parties hereto, and their successors and permitted assigns. Nothing in this Agreement, express or implied, shall confer on any person other than the parties hereto, and their respective successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement, including, without limitation, third party beneficiary rights. (h) Assignability. This Agreement shall not be assignable by either party without the prior written consent of the other party. [signature page follows] 3 IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of the parties hereto as of the day first above written. NDC AUTOMATION, INC. By: /s/ Ralph Dollander ------------------------- 4 PORTEC,INC. By: /s/ Larry J Weber ------------------- Its: President --------- HORNETT ACQUISITION CORP. By: /s/Larry J Weber ----------------- Its: President --------- 5 EX-3 4 EXHIBITS 3 EXHIBIT 3 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made as of the 15 day of November, 1999, by and between NDC Automation, Inc., a Delaware corporation (the "Company"), and J Richard Industries, LP, a Delaware limited partnership (the "Purchaser"). NOW, THEREFORE, in consideration of their respective promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Purchaser hereby agree as follows: 1. Purchase and Sale of Stock. 1.1 Sale and Issuance of Shares. In connection with that certain Termination Agreement entered into by and between the Company, Portec, Inc. and Hornett Acquisition Corp. dated the date hereof (the "Termination Agreement"), the Company hereby issues and sells to Purchaser, and Purchaser hereby purchases from the Company, 133,000 shares of common stock, $.01 par value, of the Company ("Shares"), for an aggregate purchase price of $50,000 ("Purchase Price") and other good and valuable considerations, the receipt of which is hereby acknowledged. 1.2. The Company is delivering (or causing its transfer agent to deliver) a certificate representing the Shares being purchased hereunder against delivery of Purchase Price from Purchaser; and Purchaser is paying the Purchase Price by wire transfer to the Company against delivery by the Company of a certificate representing the Shares being purchased hereunder. 2. Representations and Warranties of the Company. The Company hereby represents and warrants to Purchaser that, except as set forth on a Disclosure Letter (the "Disclosure Letter") furnished separately to Purchaser and its counsel referring to this agreement: 2.1 Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business, properties, assets, liabilities, condition (financial or otherwise), or results of operations ("Material Adverse Effect"). 2.2 Authorization; Enforcement. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement, the performance of all obligations of the Company hereunder, and the authorization, issuance, sale and delivery of the Shares being sold hereunder has been taken and this Agreement constitutes valid and legally binding obligations of the Company enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally, or (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. 2.3 Capitalization. The authorized capital stock of the Company consists solely of 11,000,000 Shares and 1,000,000 shares of preferred stock, par value $.01 per share ("Preferred Stock"). As of August 12, 1999, (i) 3,453,451 Shares were outstanding, (ii) no Shares were held in the treasury of the Company, (iii) options with respect to 249,027 Shares had been granted, and an additional 15,000 Shares were reserved for issuance, in the aggregate, under the Plans and (iv) no shares of Preferred Stock were outstanding. There are no other shares of capital stock of the Company authorized, issued or outstanding. All of the outstanding Shares have been validly issued and are fully paid and nonassessable and not subject to preemptive rights. Except as set forth in this Section 2.3, there are no subscriptions, options, stock appreciation rights, warrants, rights (including preemptive rights), calls, convertible securities or other agreements or commitments of any character relating to the issued or unissued capital stock or other securities of the Company obligating the Company to issue, or register the sale of, any securities of any kind. There are no agreements or obligations of any kind or character to which the Company is a party, or as to which the Company has knowledge, with respect to the voting of Shares or the election of directors to its board. 2.4 Required Filings. No consent, approval or authorization of, or filing, registration, qualification, declaration or designation ("Authorization") with or by, any federal, state, local or foreign court, administrative agency, commission or other governmental authority or instrumentality ("Governmental Entity") is required for the execution and delivery by the Company of this Agreement or the consummation by the Company of any of the transactions contemplated hereby, except the filing of Form D pursuant to Regulation D promulgated under the Securities Act or other similar post-closing filings as may be required. 2.5 No Conflicts. Neither the execution and delivery of this Agreement by the Company, nor the consummation by Company of any of the transactions contemplated hereby, (i) conflicts with or result in a breach of any of the terms, conditions or provisions of its Certificate of Incorporation or By-Laws or of any statute or administrative regulation, or of any order, writ, injunction, judgment or decree of a governmental entity or of any arbitration award to which the Company is a party or by which the Company is bound, or (ii) violates, conflicts with, breaches, constitutes a default (or give rise to an event which, with notice or lapse of time or both, would constitute a default) under, or results in the termination of, or accelerates the performance required by, or results in the creation of any lien or other claims, equities, security interests, preemptive rights, judgments and other encumbrances ("Encumbrances") upon any of the properties or assets of the Company under, any written or oral note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or written or oral obligation to which Company is a party or to which any of its respective properties or assets are subject (each being an "Obligation"), except for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens or other Encumbrances that do not and could not, individually or in the aggregate, (x) have a Material Adverse Effect, or (y) materially impair the ability of the Company to perform its obligations under the Agreement. 2 2.6 Valid Issuance of Shares. The Shares that are being purchased by Purchaser hereunder shall be duly and validly issued, fully paid, and nonassessable, and free of pre-emptive rights, liens and free of restrictions on transfer other than restrictions under applicable state and federal securities laws. 2.7 Exempt Offering. The offer, sale and issuance of the Shares as contemplated by this Agreement are exempt from the registration requirements of the Act, and neither the Company nor any authorized agent acting on its behalf will take or fail to take any action hereafter that would cause the loss of such exemption. 2.8 SEC Reports. The Company has timely filed (and has delivered to Purchaser a true and complete copy of) each report, schedule, registration statement and definitive proxy statement required to be filed or filed by the Company with the SEC (including, without limitation, reports required to be filed pursuant to Section 13(d) or 13(g) of the Exchange Act) since January 1, 1995 (the "SEC Reports"). As of their respective dates, the SEC Reports (excluding the proxy statement filed in connection with the Merger Agreement (the "Preliminary Proxy Statement")) comply in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act, as the case may be, and the applicable rules and regulations of the SEC thereunder, and none of the SEC Reports, as of their respective dates, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, except information set forth in the Preliminary Proxy Statement or the Form 8-K relating to the Termination Agreement. Except for such matters, the Company has corrected and updated, prior to the date hereof, all statements in the SEC Reports which have required correction or updating, as the case may be, and have filed all necessary amendments to the Company SEC Reports as required by applicable law. 3. Representations and Warranties of Purchaser. Purchaser hereby represents and warrants to the Company that: 3.1 Authorization. Purchaser has full power and authority to enter into this Agreement, and this Agreement constitutes valid and legally binding obligation of Purchaser enforceable against it in accordance with its terms. 3.2 Purchase Entirely for Own Account. Purchaser is purchasing the Shares for its own account for investment purposes only and not as a nominee or agent, nor with a view to the resale or distribution of any part thereof, and Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. Purchaser does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the securities. The foregoing does not require Purchaser to hold any shares for any minimum or other specific term and Purchaser reserves the right to dispose of any or all of the shares at any time in accordance with or pursuant to a 3 registration statement (to the extent provided under Section 4.2 below) or an exemption from registration under the Securities Act. 3.3 Information. Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Shares and the business, properties, prospects and financial condition of the Company. The foregoing, however, does not limit or modify the representations and warranties of the Company in Section 2 of this Agreement or the right of Purchaser to rely thereon. 3.4 Accredited Investor Status. Purchaser is an "Accredited Investor" within the meaning of Securities and Exchange Commission ("SEC") Rule 501 of Regulation D, as presently in effect. 3.5 Restricted Securities. Purchaser understands that the shares are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act, only in certain limited circumstances. In this connection, Purchaser represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Act. 3.6 Legends. It is understood that the certificates evidencing the Shares being purchased may bear one or all of the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR UNLESS REGISTRATION UNDER SUCH ACT IS NOT REQUIRED." 3.7 No Other Representation or Warranty. Purchaser understands that the Company is not making any other representation or warranty, express or implied, including, without limitation, any representation or warranty as to the value of the Shares, all of which are expressly disclaimed. 4. Miscellaneous. 4.1 Survival of Warranties. The warranties, representations and covenants of the Company and Purchaser contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing for a period of two years and shall in no way be affected by any investigation of the subject matter thereof made by or on behalf of Purchaser or the Company; provided, however, that the foregoing time limitation shall not apply to recovery for any inaccuracy in a representation or breach of warranty in Section 2.2 or 2.4 of this Agreement. 4 4.2 Registration. The Company will consider in good faith any reasonable request of Purchaser to register a sale of the Shares under the Securities Act after the first anniversary of the date hereof, provided Purchaser shall pay the fees and expenses related thereto. 4.3 Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties (including transferees of any Shares). Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 4.4 Governing Law. This Agreement shall be governed by and construed under the laws of the State of Delaware, without regard to the conflicts of law principles thereof except that the purchase of Shares is taking place in the State of Ohio. 4.5 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile signatures will be accepted as originals. 4.6 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. 4.7 Notices. Unless otherwise provided, any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified; (ii) when sent by confirmed telex or facsimile if sent during normal business hours of the recipient, if not, then on the next business day; (iii) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one business day after deposit with a nationally recognized overnight courier, specifying next business day delivery, with written verification of receipt. All communications shall be sent to the party to be notified at the address indicated for such party on the signature page hereof, or at such other address as such party may designate by ten (10) days' advance written notice to the other parties. 4.8 Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and Purchaser. 4.9 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. 5 4.10 Entire Agreement. This Agreement and the documents referred to herein constitute the entire agreement among the parties and no party shall be liable or bound to any other party in any manner by any warranties, representations, or covenants except as specifically set forth herein or therein. 6 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. NDC AUTOMATION, INC. By: /s/ Ralph Dollander ---------------------------- Ralph Dollander, President --------------- J RICHARD INDUSTRIES, LP By J Richard Holdings, LP, its General Partner By JRI, Inc., its General Partner /s/ Larry J Weber ---------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----