RECITALSIndemnification Agreement • October 5th, 1995 • U S Intec Inc • Asphalt paving & roofing materials • Texas
Exhibit 3 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 5th, 1995 • U S Intec Inc • Asphalt paving & roofing materials • New York
CONFIDENTIALITY AGREEMENT -------------------------Confidentiality Agreement • October 5th, 1995 • U S Intec Inc • Asphalt paving & roofing materials • Texas
STOCKHOLDERS AGREEMENTStockholders Agreement • October 5th, 1995 • U S Intec Inc • Asphalt paving & roofing materials • Delaware
Exhibit 4 [U.S. INTEC, INC. LOGO] September 21, 1995 Dear Shareholder: Your Board of Directors is pleased to inform you that on September 15, 1995, U.S. Intec, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement")...U S Intec Inc • October 5th, 1995 • Asphalt paving & roofing materials
Your Board of Directors is pleased to inform you that on September 15, 1995, U.S. Intec, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with a wholly-owned subsidiary of GAF Corporation, G-I Holdings, Inc. ("Parent"), and Parent's wholly-owned subsidiary, USI Acquisition Company ("Purchaser"). Pursuant to the Merger Agreement, Purchaser has today commenced a tender offer to purchase all outstanding shares of common stock of the Company (the "Shares") for $9.05 net per Share in cash (the "Tender Offer"). The Merger Agreement provides that the Tender Offer, if consummated, will be followed by a merger (the "Merger") pursuant to which Purchaser will be merged with and into the Company. In the Merger, Shares that are not acquired in the Tender Offer will be converted into the right to receive in cash the same price per Share as is paid in the Tender Offer.
September 14, 1995 Board of Directors U.S. Intec, Inc. 1212 Brai Drive Port Arthur, Texas 77643U S Intec Inc • October 5th, 1995 • Asphalt paving & roofing materials
EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT made as of September 15, 1995, by and between U.S. Intec, Inc., a Texas corporation (the "Company") and Danny J. Adair (the "Employee"). W I T N E S S E T H : - - - - - - - - - - WHEREAS, in connection with a...Employment Agreement • October 5th, 1995 • U S Intec Inc • Asphalt paving & roofing materials • New Jersey
W I T N E S S:Key Employee Severance Agreement • October 5th, 1995 • U S Intec Inc • Asphalt paving & roofing materials • Texas
