SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 29)(1)
Katy Industries, Inc.
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(Name of Issuer)
Common Stock, One Dollar ($1.00) par value
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(Title of Class of Securities)
486026107
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(CUSIP Number)
Jonathan P. Johnson
President
CRL, Inc.
7505 Village Square Drive, Suite 200
Castle Rock, CO 80108
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 22, 2002
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(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box / /.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. SEE Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
----------------
(1) 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, as amended (the "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).
Page 1 of 20 Pages
CUSIP No. 486026107 13D
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Wallace E. Carroll, Jr.
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 ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER 199,347
8 SHARED VOTING POWER 2,921,636
9 SOLE DISPOSITIVE POWER 199,347
10 SHARED DISPOSITIVE POWER 2,921,636
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,120,983
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 37.3%
14 TYPE OF REPORTING PERSON* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 20 Pages
CUSP No. 486026107 13D
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Amelia M. Carroll
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
ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER 10,837
8 SHARED VOTING POWER 3,136,146
9 SOLE DISPOSITIVE POWER 10,837
10 SHARED DISPOSITIVE POWER 3,136,146
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,146,983
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 37.6%
14 TYPE OF REPORTING PERSON* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 20 Pages
CUSP No. 48602107 13D
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Wallace E. Carroll Trust U/A Dated 7/1/57
F/B/O Wallace E. Carroll, Jr. and his descendants
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
ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER 2,151
8 SHARED VOTING POWER 2,073,436
9 SOLE DISPOSITIVE POWER 2,151
10 SHARED DISPOSITIVE POWER 2,073,436
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,075,587
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.8%
14 TYPE OF REPORTING PERSON* OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 20 Pages
CUSP No. 486026107 13D
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Wallace E. and Lelia H. Carroll Trust U/A Dated 5/1/58
F/B/O Wallace E. Carroll, Jr. and his descendants
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
ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER 603,000
8 SHARED VOTING POWER 2,073,436
9 SOLE DISPOSITIVE POWER 603,000
10 SHARED DISPOSITIVE POWER 2,073,436
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,676,436
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.0%
14 TYPE OF REPORTING PERSON* OO
*SEE INSTRUCTIONS BEFORE FILING OUT!
Page 5 of 20 Pages
CUSP No. 486026107 13D
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Wallace E. Carroll Trust U/A Dated 1/20/61
F/B/O Wallace E. Carroll, Jr. and his descendants
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
ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER 11,881
8 SHARED VOTING POWER -0-
9 SOLE DISPOSITIVE POWER 11,881
10 SHARED DISPOSITIVE POWER -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,881
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14 TYPE OF REPORTING PERSON* OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 6 of 20 Pages
CUSP No. 486026107 13D
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Lelia H. Carroll Trust U/A Dated 7/12/62
F/B/O Wallace E. Carroll, Jr. and his descendants
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
ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER 180,661
8 SHARED VOTING POWER -0-
9 SOLE DISPOSITIVE POWER 180,661
10 SHARED DISPOSITIVE POWER -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 180,661
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.2%
14 TYPE OF REPORTING PERSON* 00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 7 of 20 Pages
CUSP No. 486026107 13D
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CRL, 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
ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER 2,073,436
8 SHARED VOTING POWER -0-
9 SOLE DISPOSITIVE POWER 2,073,436
10 SHARED DISPOSITIVE POWER -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,073,436
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.8%
14 TYPE OF REPORTING PERSON* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 8 of 20 Pages
CUSP No. 486026107 13D
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Wallace Foundation
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
ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER 32,910
8 SHARED VOTING POWER -0-
9 SOLE DISPOSITIVE POWER 32,910
10 SHARED DISPOSITIVE POWER -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,910
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14 TYPE OF REPORTING PERSON* OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 9 of 20 Pages
CUSP No. 486026107 13D
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Subtrusts under The Wallace E. Carroll Trust U/A dated 12/20/79
F/B/O the descendants of Wallace E. Carroll, Jr.
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
ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER 6,760
8 SHARED VOTING POWER -0-
9 SOLE DISPOSITIVE POWER 6,760
10 SHARED DISPOSITIVE POWER -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,760
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14 TYPE OF REPORTING PERSON* OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 10 of 20 Pages
AMENDMENT NO. 29
TO SCHEDULE 13D
This amended statement relates to the Common Stock, $1.00 par value
per share (the "Shares"), of Katy Industries, Inc., a Delaware corporation (the
"Issuer"). This amended statement is being filed in accordance with Rule
101(a)(2)(i) of Regulation S-T promulgated by the Securities and Exchange
Commission in connection with the Commission's Electronic Data Gathering,
Analysis and Retrieval System ("EDGAR").
This amended statement on Schedule 13D is jointly filed by Wallace E.
Carroll, Jr. ("Mr. Carroll"); Amelia M. Carroll; The Wallace E. Carroll Trust
U/A Dated 7/1/57 F/B/O Wallace E. Carroll, Jr. and his descendants; The Wallace
E. and Lelia H. Carroll Trust U/A Dated 5/1/58 F/B/O Wallace E. Carroll, Jr. and
his descendants; The Wallace E. Carroll Trust U/A Dated 1/20/61 F/B/O Wallace E.
Carroll, Jr. and his descendants; The Lelia H. Carroll Trust U/A Dated 7/12/62
F/B/O Wallace E. Carroll, Jr. and his descendants (the "62 Trust"); CRL, Inc., a
Delaware corporation ("CRL"); The Wallace Foundation; and the Subtrusts under
The Wallace E. Carroll Trust U/A dated 12/20/79 F/B/O the descendants of Wallace
E. Carroll, Jr. (collectively, the "Reporting Persons") pursuant to a Schedule
13D Joint Filing Agreement dated as of May 15, 2002 filed as Exhibit F to
Amendment No. 28 to this amended statement.
Item 4. Purpose of Transaction.
Item 4 is hereby amended as follows:
On August 22, 2002, CRL and Mr. Carroll entered into a Stock Sale
Plan (the "Rule 10b5-1 Plan") with U.S. Bancorp Piper Jaffray Inc. (the
"Broker") intended to comply with Rule 10b5-1(c) of the Securities Exchange
Act of 1934, as amended, pursuant to which CRL intends to sell up to an
aggregate of 78,000 Shares it owns. Pursuant to the Rule 10b5-1 Plan, the
Broker is to effect the sale of the Shares pursuant to the terms set forth in
the Rule 10b5-1 Plan beginning on September 3, 2002, and CRL and Mr. Carroll
shall have no authority, influence or control over such sales. The Rule
10b5-1 Plan shall terminate upon the earlier of November 30, 2002 or the
death of Mr. Carroll. CRL and Mr. Carroll may terminate or amend the Rule
10b5-1 Plan at any time if they are not aware of any material non-public
information regarding the Issuer at the time of such termination or
amendment, as the case may be. The Rule 10b5-1 Plan does not restrict CRL or
Mr. Carroll from trading in securities of the Issuer outside of the Rule
10b5-1 Plan.
The sales of Shares pursuant to the Rule 10b5-1 Plan will be
conducted in accordance with Rule 144 under the Securities Act of 1933, as
amended. The Issuer has acknowledged the Rule 10b5-1 Plan and may suspend the
sales pursuant thereto at such times and for such periods as may be advisable
to ensure compliance with, among other things, applicable securities laws and
regulations, rules of the New York Stock Exchange, or contractual or
accounting requirements in connection with acquisitions or dispositions by
the Issuer or the Issuer's purchases or sales of its securities. As
previously disclosed in this amended statement, the Shares to be sold
pursuant to the Rule 10b5-1 Plan have been pledged by CRL to The Northern
Trust Company ("Northern Trust") to secure the prompt and complete payment
and performance when due of all of CRL's obligations under the Second Amended
and Restated Credit Agreement effective as of August 31, 2002 by and between
CRL and Northern Trust and the Pledge Agreement dated as of December 31,
1993, as amended, by and between CRL and Northern Trust (collectively, the
"Credit Agreements"), each of which, as amended, was previously filed as an
exhibit to this amended statement. Northern Trust has acknowledged the Rule
10b5-1 Plan and has consented to the sale of the Shares by CRL pursuant to
the terms thereof; provided, however, that unless otherwise agreed by
Northern Trust, the Broker shall forward all proceeds from the sale of Shares
pursuant to the Rule 10b5-1 Plan directly to Northern Trust.
The descriptions of the Rule 10b5-1 Plan and the Credit Agreements
are qualified in their entirety by the provisions thereof attached as Exhibit
A to this amended statement and as previously filed as exhibits to this
amended statement, respectively.
Page 11 of 20 Pages
The 62 Trust intends to dispose of up to 100,000 Shares it owns by
distributing such Shares to its beneficiaries (the "Distribution"). The
Distribution is being made to distribute a portion of the assets of the 62 Trust
to the beneficiaries thereof for financial planning purposes. The Distribution
is expected to be completed on or before October 31, 2002.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended as follows:
The amended information regarding sole and shared beneficial ownership
of the Shares of the Reporting Persons is incorporated by reference to the cover
pages to this amended statement. The dispositions of Shares by CRL pursuant to
the Rule 10b5-1 Plan and by the 62 Trust pursuant to the Distribution are not
reflected on the cover pages to this amended statement.
The description of the Rule 10b5-1 Plan and the Distribution set forth
in Item 4 above is incorporated herein by reference in its entirety.
Item 6. Contracts, Arrangements, Understandings or Relationships with respect
to Securities of the Issuer.
Item 6 is hereby amended as follows:
The description of the Rule 10b5-1 Plan and the Distribution set forth
in Item 4 above is incorporated herein by reference in its entirety.
Item 7. Material to be filed as Exhibits.
Item 7 is hereby amended as follows:
In accordance with subparagraph 3 of Item 7, the following exhibit is
attached hereto:
EXHIBIT A - Stock Sale Plan dated August 22, 2002 by and between CRL, Mr.
Carroll and the Broker and acknowledged by the Issuer and Northern Trust.
* * * * *
Page 12 of 20 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: August 27, 2002
WALLACE E. CARROLL TRUST
U/A Dated July 1, 1957 F/B/O
Wallace E. Carroll, Jr. and his
descendants
*
--------------------------------------------
Wallace E. Carroll, Jr., Trustee
*
--------------------------------------------
Amelia M. Carroll, Trustee
*
--------------------------------------------
Philip E. Johnson, Trustee
WALLACE E. AND LELIA H. CARROLL TRUST
U/A Dated May 1, 1958 F/B/O
Wallace E. Carroll, Jr. and his
descendants
*
--------------------------------------------
Wallace E. Carroll, Jr., Trustee
*
--------------------------------------------
Amelia M. Carroll, Trustee
*
--------------------------------------------
Philip E. Johnson, Trustee
WALLACE E. CARROLL TRUST
U/A Dated January 20, 1961 F/B/O
Wallace E. Carroll, Jr. and his
descendants
*
--------------------------------------------
Wallace E. Carroll, Jr., Trustee
*
--------------------------------------------
Amelia M. Carroll, Trustee
*
--------------------------------------------
Philip E. Johnson, Trustee
Page 13 of 20
LELIA H. CARROLL TRUST
U/A Dated July 12, 1962 F/B/O
Wallace E. Carroll, Jr. and his
descendants
*
--------------------------------------------
Wallace E. Carroll, Jr., Trustee
*
--------------------------------------------
Amelia M. Carroll, Trustee
*
--------------------------------------------
Philip E. Johnson, Trustee
THE WALLACE FOUNDATION
*
--------------------------------------------
Wallace E. Carroll, Jr., Trustee
*
--------------------------------------------
Amelia M. Carroll, Trustee
SUBTRUSTS UNDER THE WALLACE E.
CARROLL TRUST
U/A Dated December 20, 1979 F/B/O the
descendants of Wallace E. Carroll, Jr.
*
--------------------------------------------
Wallace E. Carroll, Jr., Trustee
*
--------------------------------------------
Amelia M. Carroll, Trustee
*
--------------------------------------------
Philip E. Johnson, Trustee
*
--------------------------------------------
WALLACE E. CARROLL, JR.
*
--------------------------------------------
AMELIA M. CARROLL
CRL, INC.
/s/ Jonathan P. Johnson
--------------------------------------------
Jonathan P. Johnson, President
*By: /s/ Jonathan P. Johnson
-------------------------------------
Jonathan P. Johnson
Attorney-in-fact
Page 14 of 20
EXHIBIT A
STOCK SALE PLAN
This Stock Sale Plan (this "Plan") is entered into this 22nd day of
August, 2002 between CRL, Inc. (the "Participant") and U.S. Bancorp Piper
Jaffray Inc. (the "Broker").
RECITALS
The Participant desires to establish this Plan to systematically sell
shares of common stock, par value $1.00 per share (the "Stock"), of Katy
Industries, Inc. (the "Issuer") in accordance with the requirements of Rule
10b5-1 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act") as further set forth herein.
The Participant is the record owner of the Stock. Mr. Wallace E. Carroll,
Jr. ("Mr. Carroll") controls the Participant, and as such is a beneficial owner
of the Stock. For purposes hereof, Mr. Carroll shall be deemed a Participant.
Mr. Carroll is a member of the Board of Directors of the Issuer.
The Participant desires to engage the Broker to effect sales of shares of
the Stock in accordance with this Plan.
The Stock is principally traded on the New York Stock Exchange (the
"Exchange").
AGREEMENT
Therefore, the Participant and the Broker hereby agree as follows:
1. PLANNED TRANSACTIONS. The Broker shall effect sales of the Stock (each
a "Planned Transaction") as follows:
(a) Commencing on September 3, 2002 and continuing through September
6, 2002, or the date of termination of this Plan, if earlier, on each day
on which the Stock trades regular way on the Exchange (a "Trading Day")
enter a limit order for 1,200 shares at a minimum price of $4.00 per share.
(b) If at least 1,000 shares have been sold in a week: commencing on
Monday of the succeeding week and continuing through Friday of the
succeeding week, or the date of termination of this Plan, if earlier, on
each Trading Day enter a limit order for 1,200 shares at a minimum price
$0.25 per share greater than the preceding week.
(c) If less than 1,000 shares have been sold in a week: commencing on
Monday of the succeeding week and continuing through Friday of the
succeeding week, or the date of termination of this Plan, if earlier, on
each Trading Day enter a limit order for 1,200 shares at the same minimum
price as the preceding week.
2. EFFECTIVE DATES. This Plan shall become effective on the date
hereof and shall terminate on the earliest to occur of (check as many as apply):
Page 15 of 20
/ / the termination of the Participant's position as a (director)
(officer) of the Issuer;
/ / aggregate sale proceeds of $________ having been received;
/ / ______ shares of Stock having been sold;
/X/ November 30, 2002; or
/X/ the death of Mr. Carroll.
Notwithstanding the foregoing provision of this Paragraph 2, the
Participant may terminate this Plan at any time by providing written notice of
termination prior to the requested date of termination. In order to terminate
this Plan prior to the termination date set forth above, Participant must
certify to the Issuer that he is not aware of any material non-public
information regarding the Issuer at the time of such termination.
3. UNFILLED SALES. The Participant understands that if the Broker is not
able to effect part or all of a Planned Transaction consistent with ordinary
principles of best execution or due to a market disruption or a legal,
regulatory, or contractual restriction applicable to the Broker (an "Unfilled
Sale"), then Broker shall, except as otherwise provided in Section 15 of this
Plan, effect such Planned Transaction, or part thereof, as promptly as
practical, consistent with ordinary principles of best execution and after the
cessation or termination of any such market disruption, applicable restriction,
or other event, provided that no such Planned Transaction shall be effected
after the termination of this Plan.
4. PARTICIPANT'S REPRESENTATIONS AND WARRANTIES. The Participant
represents and warrants that it:
(a) is not currently aware of any material non-public information
with respect to the Issuer or any securities of the Issuer (including the
Stock);
(b) other than a lien on the shares of Stock in favor of the Northern
Trust Company, is not subject to any legal, regulatory, or contractual
restriction or undertaking that would prevent the Broker from conducting
the Planned Transactions in accordance with this Plan;
(c) is entering into this Plan in good faith and not as part of a
plan or scheme to evade the prohibitions of SEC Rule 10b5-1;
(d) other than a lien in favor of The Northern Trust Company, owns
free and clear of any liens, claims, encumbrances or other restrictions the
shares of Stock to be sold under this Plan;
(e) is an affiliate of the Issuer for purposes of SEC Rule 144;
(f) is currently able to purchase and sell shares of Stock in
accordance with the Issuer's insider-trading policies and has obtained the
approval of the Issuer's General Counsel (or other appropriate compliance
officer) to enter into this Plan at this time, which approval is evidenced
below by the Issuer's acknowledgement hereof;
Page 16 of 20
(g) has not entered into or altered a corresponding or hedging
transaction or position with respect to the Stock; and
(h) has had an opportunity to consult with its own advisors as to the
legal (including this Plan's compliance with Rule 10b5-1 and applicable
state law), tax, business, financial, accounting and related aspects of
this Plan, including potential application of Section 16(b) of the Exchange
Act to any transaction (whether or not under this Plan) engaged in by the
Participant or on Participant's behalf.
5. NEW RESTRICTIONS. The Participant shall immediately notify the Broker
if the Participant becomes subject to a legal, regulatory, or contractual
restriction or undertaking that would prevent the Broker from making Planned
Transactions under this Plan, and, in such a case, the Participant and the
Broker shall cooperate to amend or otherwise revise this Plan to take account of
the restriction or undertaking (but neither party shall be obligated to take any
action that would be inconsistent with SEC Rule 10b5-1(c)).
6. COMPLIANCE WITH RULE 10b-5. It is the parties' intent that this Plan
comply with the requirements of SEC Rule 10b5-1(c)(1) and this Plan shall be
interpreted to comply with the requirements thereof. Any provision of this Plan
that cannot be construed in accordance with Rule 10b5-1(c) shall be void.
Participant acknowledges and agrees that, except for the instructions set forth
in this Plan, after the date of this Plan Participant does not have authority,
influence or control over any Planned Transactions, and will not attempt to
exercise any authority, influence or control over such Planned Transactions.
7. RULE 144. If the Participant is an "affiliate" of the Issuer for
purposes of SEC Rule 144, as represented by the Participant above, then the
Broker agrees to conduct all Planned Transactions in accordance with the
manner-of-sale requirement of Rule 144, and in no event shall the Broker effect
any such Planned Transaction if it would exceed the then-applicable volume
limitation under Rule 144, assuming that the sales under this Plan are the only
sales subject to that limitation. The Participant agrees not to take, and agrees
to cause any person or entity with which it would be required to aggregate sales
of Stock under paragraph (a)(2) or (e) of Rule 144 not to take, any action that
would cause any such sale not to comply with Rule 144. The Participant will be
responsible for making all required Form 144 filings.
8. SUSPENSION OF PLAN. The Participant acknowledges that the Issuer may
suspend the Planned Transactions at such times and for such periods as may be
advisable to ensure compliance with, among other things, applicable securities
laws and regulations, rules of the Exchange, or contractual or accounting
requirements in connection with acquisitions or dispositions by the Issuer or
the Issuer's purchases or sales of its securities. Any such suspension shall be
communicated to the Broker in writing by the Issuer's General Counsel or other
appropriate compliance officer.
9. BROKER'S USE OF INFORMATION. The Broker agrees not to use any
information about the Planned Transactions in connection with purchases or sales
of, or trading in, any securities of the Issuer, or derivative securities
thereof, or provide other people with such information or recommend that other
people buy or sell securities based upon such information.
Page 17 of 20
10. FILINGS. The Participant agrees to make all filings required under
Sections 13(d), 13(g) and 16 of the Exchange Act (E.G., Forms 4 and 5) with
respect to the Planned Transactions. The Broker shall have no responsibility for
any such filings; provided, however, that the Broker shall promptly inform
Participant of any transactions effected under this Plan so that Participant may
timely file any required filings under the Exchange Act.
11. PUBLIC DISCLOSURE. The Participant agrees that the Issuer, in its
discretion, may publicly disclose the existence and terms of this Plan.
12. EFFECT OF STOCK SPLITS, ETC. All share numbers and dollar amounts set
forth in this Plan shall automatically be adjusted to reflect stock splits,
stock dividends, and similar events occurring after the date hereof.
13. OTHER TRADES IN SECURITIES OF THE ISSUER. The Participant may trade in
securities of the Issuer in addition to the Planned Transactions, provided that
the Participant complies with the insider-trading policies of the Issuer and
applicable regulatory requirements and the Participant does not enter into or
alter a corresponding or hedging transaction or position with respect to this
Plan. The Participant agrees to promptly notify the Broker of any transaction in
the Stock by the Participant other than a Planned Transaction pursuant to this
Plan.
14. LIEN. Broker acknowledges that there exists a lien against the Stock
in favor of The Northern Trust Company (the "Bank"). Broker agrees that, unless
otherwise authorized by the Bank, all proceeds of Planned Transactions shall be
forwarded directly to the Bank. The Bank agrees to provide to Broker stock
certificates necessary to complete all Planned Transactions and wiring
instructions for transfer of funds and consents to the transactions contemplated
by this Plan. Certificates are to be sent to the following:
Mr. Steven S. Schindler
Piper Jaffray Inc.
1050 17th Street, Suite 2100
Denver, Colorado 80265
15. TRADING RESTRICTIONS. Broker agrees that if Issuer enters into a
transaction that results, in Issuer's good faith determination, in the
imposition of trading restrictions on the Participant, such as a stock offering
requiring an affiliate lock-up ("Issuer Restriction"), and if Issuer and
Participant shall provide Broker at least three (3) days' prior written notice
signed by Issuer and Participant and confirmed by telephone of such trading
restrictions (Attn: Steven Schindler; Fax No. (303)820-5788; Tel:
(303)820-5726), then Broker will cease effecting Planned Transactions under this
Plan until notified in writing by Issuer and Participant that such restrictions
have terminated. Broker shall resume effecting Planned Transactions in
accordance with this Plan as soon as practicable after the cessation or
termination of an Issuer Restriction. Any Unfilled Sales, and any Planned
Transactions that would have been executed in accordance with the terms of
Paragraph 1 above, but are not executed due to the existence of an Issuer
Restriction, shall be deemed to be cancelled and shall not be effected pursuant
to this Plan.
Page 18 of 20
16. AMENDMENTS TO THE PLAN. This Plan may be amended only by a writing
executed by the Participant and the Broker that is acknowledged by the Issuer.
Any such writing shall contain the Participant's representation that it (i)
knows of no material non-public information regarding the Issuer or any of its
securities (including the Stock) as of the date thereof and (ii) has not entered
into or altered a corresponding or hedging transaction or position with respect
to the Stock.
17. COUNTERPARTS. This Plan may be executed in counterparts and all such
counterparts taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have signed this Plan as of the date
first written above.
PARTICIPANT: CRL, INC.
By: /s/ Jonathan P. Johnson
--------------------------------------
Its: President
-------------------------------------
PARTICIPANT:
/s/ Wallace E. Carroll, Jr.
-----------------------------------------
Wallace E. Carroll, Jr.
BROKER: U.S. BANCORP PIPER JAFFRAY INC.
By: /s/ Steven S. Schindler
--------------------------------------
Its:
-------------------------------------
Acknowledged by: Acknowledged by:
ISSUER: KATY INDUSTRIES, INC. THE NORTHERN TRUST COMPANY
By: /s/ Amir Rosenthal By: /s/ Olga Georgiev
-------------------------------- --------------------------------------
Its: Vice President Its: Vice President
------------------------------- -------------------------------------
Page 19 of 20
Stock Sale Plan
Notarization
STATE OF Colorado )
)ss.:
COUNTY OF Douglas )
On the 13th day of August, 2002, before me personally came Jonathan
Johnson to me known, who, being by me duly sworn, did execute the above
instrument.
/s/ R.A. Knapp
------------------------------
Notary Public
[Notarial Seal] My commission expires 6-23-05
STATE OF Colorado )
)ss.:
COUNTY OF Douglas )
On the 13th day of August, 2002, before me personally came Wallace E.
Caroll, Jr. to me known, who, being by me duly sworn, did execute the above
instrument.
/s/ R.A. Knapp
------------------------------
Notary Public
[Notarial Seal] My commission expires 6-23-05
Page 20 of 20