SC 13D 1 sc13d.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- SCHEDULE 13D (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) CANISCO RESOURCES, INC. (Name of Issuer) Shares of Common Stock, par value $0.0025 per share (Title of Class of Securities) 137587-10-1 (CUSIP Number) Michael G. Rothman Canisco Acquisition, Inc. 414 N. Orleans, Suite 202 Chicago, IL 60610 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 28, 2000 ----------------------------------------------------- (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 for other parties to whom copies are to be sent. -1- SCHEDULE 13D ------------------------ CUSIP No. 137587-10-1 ------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON I.R.S. Identification No.: Kenny Industrial Services, L.L.C. 36-4208896 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X] (b)[ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER OWNED BY EACH REPORTING 0 PERSON WITH 8 SHARED VOTING POWER 385,126 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 385,126 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 385,126 -2- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.2% 14 TYPE OF REPORTING PERSON OO -3- SCHEDULE 13D CUSIP No. 137587-10-1 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Michael J. Olson 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X] (b)[ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER OWNED BY EACH REPORTING 0 PERSON WITH 8 SHARED VOTING POWER 37,619 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 37,619 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 37,619 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] -4- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.5% 14 TYPE OF REPORTING PERSON IN -5- SCHEDULE 13D CUSIP No. 137587-10-1 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ted Mansfield 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X] (b)[ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER OWNED BY EACH REPORTING 0 PERSON WITH 8 SHARED VOTING POWER 156,000 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 156,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 156,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] -6- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1% 14 TYPE OF REPORTING PERSON IN -7- SCHEDULE 13D CUSIP No. 137587-10-1 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ralph A. Trallo 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X] (b)[ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER OWNED BY EACH REPORTING 0 PERSON WITH 8 SHARED VOTING POWER 113,321 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 113,321 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 113,321 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] -8- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.5% 14 TYPE OF REPORTING PERSON IN -9- SCHEDULE 13D CUSIP No. 137587-10-1 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Dale L. Ferguson 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X] (b)[ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER OWNED BY EACH REPORTING 0 PERSON WITH 8 SHARED VOTING POWER 49,000 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 49,0000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 49,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] -10- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.9% 14 TYPE OF REPORTING PERSON IN -11- SCHEDULE 13D CUSIP No. 137587-10-1 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Thomas P. McShane 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X] (b)[ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER OWNED BY EACH REPORTING 0 PERSON WITH 8 SHARED VOTING POWER 18,300 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 18,300 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,300 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] -12- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.7% 14 TYPE OF REPORTING PERSON IN -13- SCHEDULE 13D CUSIP No. 137587-10-1 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON W. Lawrence Petcovic 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X] (b)[ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER OWNED BY EACH REPORTING 0 PERSON WITH 8 SHARED VOTING POWER 10,886 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 10,886 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,886 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] -14- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.4% 14 TYPE OF REPORTING PERSON IN -15- ITEM 1. SECURITY AND ISSUER. This statement relates to 385,126 shares (the "Shares") of common stock, par value $0.0025 per share (the "Common Stock"), of Canisco Resources, Inc., a corporation organized under the laws of the State of Delaware (the "Company"). The principal executive offices of the Company are located at 300 Delaware Avenue, Suite 714, Wilmington, Delaware 19801. ITEM 2. IDENTITY AND BACKGROUND. (a)-(c), and (f) This statement is being filed on behalf of the members of a group consisting of Kenny Industrial Services, L.L.C. ("Parent"), a limited liability company organized under the laws of Delaware, and Michael Olson, Ted Mansfield, Ralph A. Trallo, Dale L. Ferguson, Thomas P. McShane and W. Lawrence Petcovic (each individually a "Shareholder" and collectively the "Shareholders"). Parent and the Shareholders are collectively referred to herein as the "Reporting Persons." Parent is a provider of industrial services, particularly industrial cleaning and coating services, to over 700 customers in a broad range of industries, including steel, utility, general contracting, pulp and paper, petrochemical and other heavy manufacturing. The name, citizenship, business address, present principal occupation or employment and five-year employment history of each director, manager and executive officer of Parent is set forth in Schedule I attached hereto. The name, citizenship, business address, present principal occupation or employment and five-year employment history of each Shareholder are as follows:

-16- United States Michael J. Olson 45 Vice President, Secretary/Treasurer of America 300 Delaware Avenue and Chief Financial Officer of Suite 714 Cannon Sline, Inc. since 1986. Wilmington, DE 19801 Named Acting Chief Financial Officer of Nuclear Support Services, Inc. in January, 1995. Named Chief Financial Officer, Vice President and Secretary/Treasurer of the Company in April 1995. Mr. Olson has an employment contract with the Company. United States Dale L. Ferguson 65 Retired since 1996. 1974 through of America 300 Delaware Avenue 1996, an employee of the Company. Suite 714 Director of the Company since 1974. Wilmington, DE 19801 United States Thomas P. McShane 46 1987 to present, President of of America 300 Delaware Avenue McShane Group, Inc., a financial Suite 714 and management consulting firm Wilmington, DE 19801 located in Timonium, MD. Director of the Company since 1991. United States W. Lawrence Petcovic 55 July 1999 to present, Vice President of America 300 Delaware Avenue of Human Resources of Fypon Suite 714 Limited, a manufacturer of molded Wilmington, DE 19801 millwork. November 1998 to July 1999, Vice President of Human Resources at Creditrust Inc., a purchaser of credit card charged-off receivables. 1996 to November 1998, Vice President, Training of Chevy Chase Bank. 1994 to 1996, business consultant for L.P. Associates, Columbia, MD. Director of the Company since 1981.

(d)-(e) During the last five years, none of Parent, any Shareholder or, to the best of their knowledge, any person named on Schedule I hereto has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or -17- prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The Offer (as defined below) is not conditioned upon any financing arrangements. The total amount of funds required by Merger Subsidiary (as defined below) to purchase Shares pursuant to the Offer and the Merger (as defined below) is estimated to be approximately $4 million. Merger Subsidiary will obtain all such funds from Parent. Parent will obtain such funds from existing resources and internally generated funds, including the issuance of commercial paper in the ordinary course of business. ITEM 4. PURPOSE OF TRANSACTION. (a)-(j) On June 28, 2000, each of Parent, Canisco Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Subsidiary"), and Company entered into an Agreement and Plan of Merger (as amended, the "Merger Agreement"). The Merger Agreement is incorporated herein by reference. The Merger Agreement provides for the commencement of a tender offer by which Merger Subsidiary will purchase all the outstanding Shares, at a price of $1.00 per Share, net to the seller in cash, without interest upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 17, 2000 (the "Offer to Purchase"), and the related Letter of Transmittal (which Letter of Transmittal, together with the Offer to Purchase, as amended or supplemented from time to time constitute the "Offer"). Following the Offer, Merger Subsidiary will be merged with and into the Company (the "Merger"). As a result of the Offer and Merger, the Company would become an indirect wholly owned subsidiary of Parent. Concurrently with the execution of the Merger Agreement, Parent and the Shareholders entered into a Voting Agreement, dated June 28, 2000 (the "Voting Agreement"). The Voting Agreement is incorporated herein by reference. Pursuant to the Voting Agreement, the Shareholders have agreed, among other things, that they will vote their Shares in favor of the Merger Agreement at any meeting of stockholders of the Company which may be convened to approve the Merger Agreement. The purpose of the Merger, the Merger Agreement and the Voting Agreement is to enable Parent to acquire control of all of the outstanding capital stock of the Company. Upon consummation of the Merger, the Company will become an indirect wholly owned subsidiary of Parent. Upon acquiring control of the Company, Parent will continue to evaluate the business and operations of the Company and will effect such changes as it deems appropriate under the circumstances and conditions then existing. Such changes could include, among other things, changes in the Company's corporate structure, capitalization or dividend policy. Except as otherwise discussed herein, neither Parent or any Shareholder nor, to the best of their knowledge, any person named on Schedule I hereto, has any plans or proposals which -18- would relate to or would result in any of the transactions described in sub paragraphs (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) Parent and the Shareholders beneficially own an aggregate of 385,126 Shares, constituting approximately 15.2% of the Shares issued and outstanding as of June 28, 2000. Except as set forth in this Item 5(a), none of Parent, any Shareholder or, to the best of their knowledge, any person named on Schedule I hereto, beneficially owns any Shares. (b) Parent and the Shareholders share voting and disposition power with respect to an aggregate of 385,126 Shares. (c) Except as set forth in Item 4, none of Parent or any Shareholder, or, to the best of their knowledge, any person named on Schedule I hereto, has effected any transaction in Shares during the past 60 days. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Except as described below, none of the Reporting Persons or, to the best of their knowledge, any person named in Schedule I hereto, has any contract, arrangement, understanding or relationship with any other person with respect to any security of the Company. Concurrently with the execution of the Merger Agreement, and as required by Parent and Merger Subsidiary, the Shareholders executed the Voting Agreement. MERGER AGREEMENT. The following is a summary of the material terms of the Merger Agreement. This summary is not a complete description of the terms and conditions thereof and is qualified in its entirety by reference to the full text of the Merger Agreement which is incorporated herein by reference. The Merger Agreement provides that, on the terms and upon the satisfaction of the conditions precedent contained therein, Merger Subsidiary will be merged with and into the Company and the Company will become an indirect wholly owned subsidiary of Parent. The respective obligations of each party to effect the Merger are subject to the satisfaction on or prior to the closing of the Merger, of each of the following conditions: (1) the Merger Agreement and the Merger have been approved and adopted by the stockholders of the Company if required by -19- and in accordance with the Delaware General Corporation Law; (2) no statute, rule order, decree, regulation, executive order, ruling or temporary or permanent injunction has been enacted, entered, promulgated or enforced by any federal, state, local or foreign governmental entity of competent jurisdiction which prohibits the consummation of the Merger and all foreign or domestic governmental consents, order and approvals, including but not limited to approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, required for the consummation of the Merger and the transactions contemplated by the Merger Agreement have been obtained and are in effect at the effective time of the Merger; and (3) Merger Subsidiary or an affiliate has purchased Shares pursuant to the Offer. VOTING AGREEMENT. The following is a summary of the material terms of the Voting Agreement. This summary is not a complete description of the terms and conditions thereof and is qualified in its entirety by reference to the full text of the Voting Agreement which is incorporated herein by reference. Pursuant to the terms of the Voting Agreement, each Shareholder shall at every annual special or adjourned meeting (including any consents in lieu of a meeting), vote his Shares (i) in favor of the approval of the Merger Agreement and the transactions contemplated by the Merger Agreement, (ii) against any Acquisition Proposal (as defined in the Voting Agreement) involving the Company, or any action or agreement that would result in a breach of any covenant, representation, warranty or any other obligation or agreement of the Company under the Merger Agreement or which could result in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled, and (iii) in favor of any other matter relating to the consummation of the transactions contemplated by the Merger Agreement. The Voting Agreement further provides that during the Term (as defined in the Voting Agreement) each Shareholder shall not (other than tendering Shares to Parent and Merger Subsidiary pursuant to the transactions described in the Merger Agreement) (a) sell, transfer, pledge, grant a security interest in or lien on or otherwise dispose of or encumber any of his Shares or relinquish control of the voting power with respect to any of his Shares, (b) deposit any of his or her Shares into a voting trust, enter into a voting agreement or arrangement or grant any proxy (except a proxy under the proxy statement, if any, voted in accordance with this Agreement) with respect to any of his Shares, or (c) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition of sale, assignment, transfer, pledge, grant of a security interest in or lien on or other disposition of or encumbrance on his Shares. The term of the Voting Agreement is the period from the date of execution of the Voting Agreement until the earlier of the date of termination of the Merger Agreement or the date of the Closing of the transactions contemplated thereby. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1 Agreement and Plan of Merger, dated as of June 28, 2000, as amended as of July 10, 2000, by and among Kenny Industrial Services, L.LC., Canisco Acquisition -20- Inc., and Canisco Resources Inc., incorporated by reference to the Schedule TO filed by Kenny Industrial Services, L.L.C. with the Securities and Exchange Commission on June 28, 2000. Exhibit 2 Voting Agreement, dated as of June 28, 2000, by and among Michael Olson, Teddy Mansfield, Ralph A. Trallo, Dale L. Ferguson, Thomas P. McShane, and W. Lawrence Petrovic and Kenny Industrial Services, L.L.C., incorporated by reference to the Schedule 14D-9 filed by Canisco Resources, Inc. with the Securities and Exchange Commission on June 28, 2000. Exhibit 3 Offer to Purchase, dated July 10, 2000, incorporated by reference to the Schedule TO filed by Kenny Industrial Services, L.L.C. with the Securities and Exchange Commission on June 28, 2000. -21- SIGNATURE Each Reporting Person agrees to the joint filing on behalf of each of them, of this Schedule 13D. Each Reporting Person certifies that, after reasonable inquiry and to the best of its knowledge and belief, the information set forth in this statement is true, complete and correct. Dated: August 4, 2000 KENNY INDUSTRIAL SERVICES, LLC By /s/ MICHAEL G. ROTHMAN ----------------------------------- Name: Michael G. Rothman Title: Chief Executive Officer Dated: August 4, 2000 By /s/ MICHAEL OLSON ----------------------------------- Michael Olson Dated: August 4, 2000 By /s/ TED MANSFIELD ----------------------------------- Ted Mansfield Dated: August 4, 2000 By /s/ RALPH A. TRALLO ----------------------------------- Ralph A. Trallo Dated: August 4, 2000 By /s/ DALE L. FERGUSON ----------------------------------- Dale L. Ferguson Dated: August 4, 2000 By /s/ THOMAS P. MCSHANE ----------------------------------- Thomas P. McShane Dated: August 4, 2000 By /s/ W. LAWRENCE PETCOVIC ----------------------------------- W. Lawrence Petcovic -22- SCHEDULE I INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF PARENT Set forth below is the name and present principal occupation or employment, and material occupations, positions, offices or employments for the past five years, of each director and executive officer of Parent. Each such person is a citizen of the United States of America. Unless otherwise indicated, the current business address of each such person is c/o Kenny Industrial Services, L.L.C., 414 N. Orleans, Suite 202, Chicago, Illinois 60610. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to employment with Parent. Unless otherwise indicated, each such person has held his or her present occupation as set forth below, or has been an executive officer at Parent, or the organization indicated, since the inception of Parent in February 1998. Directors of Parent are identified by an asterisk. DIRECTORS AND EXECUTIVE OFFICERS OF PARENT PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL POSITIONS HELD NAME DURING THE PAST FIVE YEARS ---- -------------------------- MICHAEL G. ROTHMAN* Mr. Rothman co-founded Parent. Prior to CHIEF EXECUTIVE OFFICER, founding Parent, Mr. Rothman co-founded OPERATING BOARD MEMBER Industrial Cleaning Specialists ("ICS") and he operated it from 1994 until 1998 when it merged with The CleanUp Company to create Kenny Industrial Services, L.L.C. MICHAEL J. CHAKOS* Prior to joining Parent in connection CHIEF FINANCIAL OFFICER, with the J.L. Manta acquisition in OPERATING BOARD MEMBER November 1998, Mr. Chakos served as Chief Financial Officer of J.L. Manta. WILFRED COLON Mr. Colon co-founded Parent. Mr. Colon PRESIDENT, is responsible for Parent's Midwest INDUSTRIAL CLEANING DIVISION industrial cleaning business and manages several of the largest customer accounts, including U.S. Steel. Prior to joining Parent, Mr. Colon co-founded ICS with Mr. Rothman in 1994. JOHN L. MANTA Prior to joining Parent Mr. Manta served PRESIDENT, as President of J.L. Manta from 1994 to INDUSTRIAL COATINGS DIVISION 1998. HOWARD L. KATZ Mr. Katz has been with Parent since its EXECUTIVE VICE PRESIDENT, inception in 1998. Mr. Katz's GENERAL COUNSEL responsibilities at Parent include corporate counsel and all corporate financing. Prior to joining Parent, Mr. Katz was a consultant for Development Specialists Incorporated, a financial workout and turnaround-consulting firm, where he specialized in restructuring businesses in financial distress. JOHN I. JELLINEK* Mr. Jellinek is a co-founder of Parent. OPERATING BOARD MEMBER Mr. Jellinek is President of Jelco Ventures, Inc., a private equity investment firm founded in 1971. He has also served since 1997 as an investor with and a consultant to Mesirow Financial's Private Equity Funds. Mr. Jellinek is member of the Board of Directors of SMS Technology, Inc., GOOItech, Inc., Paragon Solutions, Inc., JusticeLink.com and Capital Resource Advisors. In addition, Mr. Jellinek is a co-founder of the Entrepreneur Foundation at Miami University and has served as a co-trustee of the Miami University fund and its Business School Board. In addition, Mr. Jellinek is presently a Partner with Value Investing Partners, Inc. and is a minority shareholder in that firm. PHILIP B. KENNY* Mr. Kenny is a co-founder of Parent. Mr. Kenny is currently President -23- OPERATING BOARD MEMBER of Seven K Construction Company and Northgate Investment Company. Seven K is an affiliate of Kenny Construction Company, a 65 year old construction firm based in Chicago. STEPHEN T. KIRBY* Mr. Kirby is currently Co-manager of OPERATING BOARD MEMBER Bluestem Capital Company ("Bluestem"), a private equity investment fund, and President of Kirby Capital Corporation, a venture capital firm based in Sioux Falls, South Dakota. He has been with Kirby Capital Corporation since its formation in 1992. JOHN F. MEGRUE* Mr. Megrue is currently a partner of OPERATING BOARD MEMBER Saunders, Karp & Megrue, a private merchant bank engaged in the acquisition and ownership of operating businesses. Mr. Megrue is responsible for the firm's investments and serves as director for many of the firm's portfolio companies. The firm currently manages over $800 million in two private equity funds. Mr. Megrue has served on Parent's Operating Board since April 2000. Mr. Megrue joined Saunders Karp & Megrue in 1992. JAMES M. DWORKIN* Mr. Dworkin is a partner of Saunders, OPERATING BOARD MEMBER Karp & Megrue, a private merchant bank engaged in the acquisition and ownership of operating businesses. Before joining Saunders, Karp & Megrue in 1998, Mr. Dworkin was a Managing Director at BT Capital Partners, Inc., the private equity investment arm of BT Alex Brown. Mr. Dworkin has served on Parent's Operating Board since April 2000. -24-

CANISCO RESOURCES INC SC 13D