UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
Input/Output, Inc.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
457652105
(CUSIP Number)
Laitram, L.L.C.
220 Laitram Lane
Harahan, Louisiana 70123
(504) 733-6000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 5, 2003
(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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [X].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a Reporting Person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 457652105 Page 2 of 13 Pages
--------------
--------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of Above Person (entities only)
Laitram, L.L.C. I.R.S. Identification No. 76-0719479
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [_]
(b) [_]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
Not applicable.
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e)
[_]
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Louisiana
--------------------------------------------------------------------------------
7. Sole Voting Power
NUMBER OF 6,941,044 shares of Common Stock,
SHARES $0.01 par value per share ("Common Stock")
-----------------------------------------------------------
BENEFICIALLY 8. Shared Voting Power
OWNED BY
EACH 0 shares of Common Stock
-----------------------------------------------------------
REPORTING 9. Sole Dispositive Power
PERSON
WITH 6,941,044 shares of Common Stock
-----------------------------------------------------------
10. Shared Dispositive Power
0 shares of Common Stock
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
6,941,044 shares of Common Stock
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[X]
--------------------------------------------------------------------------------
CUSIP No. 457652105 Page 3 of 13 Pages
--------------
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
13.5%
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
CO
--------------------------------------------------------------------------------
CUSIP No. 457652105 Page 4 of 13 Pages
SCHEDULE 13D
Preliminary Statement
This filing by Laitram, L.L.C. (sometimes called the "Reporting Person") amends
a Schedule 13D filed by The Laitram Corporation on March 25, 1999 and an
amendment thereto filed on April 28, 2003. These filings relate to equity
securities of Input/Output, Inc. ("I/O"). Only the amendments to the Schedule
resulting from the transaction reported in Item 5 and from events occurring
after April 28, 2003 are reproduced below. For a discussion of prior
acquisitions by the Reporting Person of I/O shares and related matters, please
see the original Schedule 13D filed on March 25, 1999 and Amendment No. 1 to
that Schedule filed on April 28, 2003.
James M. Lapeyre, Jr. is the President and chief executive officer of the
Reporting Person. He is also a director of I/O and Chairman of its Board of
Directors. As a director of I/O, Mr. Lapeyre may take an active role in
corporate strategy and business decisions involving I/O. The Reporting Person
(and its predecessor, The Laitram Corporation) have elected to file this
Statement on Schedule 13D rather than Schedule 13G as a precautionary measure in
case Mr. Lapeyre's actions in his capacity as an I/O director are attributed to
the Reporting Person or should the Reporting Person, as a shareholder of I/O, be
a participant in a transaction involving I/O. The election to file on Schedule
13D shall not be deemed an acknowledgment or admission by the Reporting Person
that the actions of Mr. Lapeyre are attributable to the Reporting Person, and
the Reporting Person hereby disclaims any such actions by Mr. Lapeyre. The
election to file on Schedule 13D shall not be deemed an acknowledgment or
admission by the Reporting Person that such a statement is required to be filed
pursuant to ss. 240.13d-1(e), or otherwise, or that the Reporting Person holds
securities of I/O with a purpose or effect of changing or influencing the
control of I/O, or in connection with or as a participant in any transaction
having that purpose or effect. The election to file on Schedule 13D shall not be
deemed an acknowledgment or admission by the Reporting Person that the Reporting
Person does not continue to be eligible to file a statement on Schedule 13G,
pursuant to ss. 240.13d-1(c), as a person who, among other things, has not
acquired such securities with any purpose of, or with the effect of, changing or
influencing the control of I/O, or in connection with or as a participant in any
transaction having that purpose or effect.
ITEM 1. Security and Issuer
The class of equity securities to which this statement relates is the common
stock, $0.01 par value per share (the "Common Stock"), of I/O, a Delaware
corporation, whose principal executive offices are located at 12300 Parc Crest
Drive, Stafford, Texas 77477.
ITEM 2. Identity and Background.
This statement is filed on behalf of Laitram L.L.C., a Louisiana limited
liability company. The information required to be reported under this Item 2
with respect to each executive officer, manager and controlling person of
Laitram, L.L.C., and each officer and director of Laitram Group, Inc., the
parent company of Laitram, L.L.C, is set forth in Schedule A attached hereto and
incorporated herein by reference.
CUSIP No. 457652105 Page 5 of 13 Pages
Laitram, L.L.C.'s principal business is acting as the parent holding company of
five wholly-owned subsidiaries which design, manufacture and sell industrial
products. Laitram, L.L.C.'s address and the address of its principal office is
220 Laitram Lane, Harahan, Louisiana 70123.
During the last five years, neither Laitram, L.L.C. nor its predecessors nor, to
the best of its knowledge, any of the persons listed on Schedule A hereto has
been (a) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (b) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which any of them
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Each of the individuals listed on Schedule A hereto is a citizen of the United
States.
ITEM 3. Source and Amount of Funds or Other Consideration.
The purchase price for the shares of I/O Common Stock purchased by Laitram,
L.L.C. ("Laitram"), as described in Item 5(c), was funded through Laitram's
Revolving Line of Credit with Whitney National Bank, as lender and as agent for
Hibernia National Bank and Bank One, NA. The total aggregate principal amount of
the line of credit is $40,000,000. The line of credit is evidenced by a Loan
Agreement dated April 9, 2003, by and among Laitram, its parent and subsidiary
companies, Mr. Lapeyre and the lenders, and three commercial notes dated the
same date. The loan agreement and the notes are filed as Exhibit 99.4 to this
amended Schedule 13D.
ITEM 4. Purpose of Transaction.
On December 5, 2003, Laitram, L.L.C. purchased 2,150,000 shares of I/O Common
Stock sold short by purchasers of I/O's convertible senior notes concurrently
with the offering of the notes. Laitram, L.L.C., holds Common Stock of I/O as an
investment. Subject to market conditions and other factors deemed relevant to
it, Laitram, L.L.C., or any person named on Schedule A attached hereto or in
Item 5 hereof, may purchase, directly or indirectly, additional shares of I/O
Common Stock or dispose of some or all of such shares in open market purchases
or privately negotiated transactions.
Mr. Lapeyre, the President and chief executive officer of Laitram, L.L.C., is a
director of I/O and chairman of its Board of Directors. The actions of Mr.
Lapeyre in his capacity as an I/O director
CUSIP No. 457652105 Page 6 of 13 Pages
and chairman of its Board of Directors may be attributable to Laitram, L.L.C. In
such case, Laitram, L.L.C. may be deemed from time to time to consider plans or
proposals relating to, or may be a participant, as a shareholder of I/O, in a
transaction involving: the acquisition or disposition of securities of I/O;
extraordinary corporate transactions involving I/O or any of its subsidiaries;
selling or transferring a material amount of assets of I/O or any of its
subsidiaries; changing the present board of directors or management of I/O;
materially changing the present capitalization or dividend policy of I/O; making
other material changes in I/O's business or corporate structure; changing I/O's
charter, bylaws or instruments corresponding thereto or other actions which may
affect control of I/O; causing the I/O Common Stock no longer to be quoted on
the New York Stock Exchange; causing the I/O Common Stock to become eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"); or taking any action
similar to any of those enumerated above.
To the best knowledge of Laitram, L.L.C., each of the persons named on Schedule
A attached hereto, other than Mr. Lapeyre who has filed a statement on Schedule
13D that speaks for itself, acquired the shares of I/O Common Stock reported
herein as beneficially owned by such person for purposes of investment and not
for the purpose of changing the control of I/O.
Other than as described in the original Schedule 13D filed by The Laitram
Corporation or in any amendment thereto, neither Laitram, L.L.C. nor, to the
best of its knowledge, any of the persons named on Schedule A attached hereto
(other than Mr. Lapeyre who has filed an amended statement on Schedule 13D that
speaks for itself) has any plans or proposals that relate to or would result in
any of the following actions:
o the acquisition by any person of additional securities of I/O or the
disposition of securities of I/O;
o an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving I/O or any of its subsidiaries;
o a sale or transfer of a material amount of assets of I/O or any of its
subsidiaries;
o any change in the present board of directors or management of I/O,
including any plans or proposals to change the number or term of directors
or to fill any vacancies on the board;
o any material change in the present capitalization or dividend policy of
I/O;
o any other material change in I/O's business or corporate structure;
o changes in I/O's charter, by-laws or instruments corresponding thereto or
other actions which may impede the acquisition of control of I/O by any
person;
o causing a class of securities of I/O to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
interdealer quotation system of a registered national securities
association;
o causing a class of securities of I/O to become eligible for termination of
registration pursuant to Section 12(g)(4) of the Exchange Act; or
o any action similar to any of those enumerated above.
ITEM 5. Interest in Securities of the Issuer.
(a, b) Laitram, L.L.C. is the beneficial owner of 6,941,044 shares of I/O Common
Stock, representing approximately 13.5% of the shares of I/O Common Stock
believed to be outstanding. Mr. Lapeyre has filed a statement on Schedule 13D
which reflects that he has the sole power as President and chief executive
officer of Laitram, L.L.C. to vote or direct the vote and to dispose or direct
the disposition of these 6,941,044 shares, unless the Board of Managers of
Laitram, L.L.C. changes that power, in which case Mr. Lapeyre may be deemed to
share such power with the Board. Notwithstanding Mr. Lapyere's Schedule 13D,
Laitram L.L.C. considers that it has the sole power to vote or direct the vote
and to dispose or direct the disposition of these 6,941,044 shares. Pursuant to
Rule 13d-4 under the Exchange Act, Mr. Lapeyre has disclaimed the beneficial
ownership of these 6,941,044 shares.
To the best of the knowledge of Laitram, L.L.C., the officers, managers and
controlling persons of Laitram, L.L.C., and the officers and directors of
Laitram Group, Inc., all listed on Schedule A hereto, own shares of I/O Common
Stock as follows:
Mr. Lapeyre may be deemed to be the beneficial owner of 7,832,540 shares of I/O
Common Stock, representing approximately 15.3% of the shares of I/O Common Stock
believed to be outstanding. Mr. Lapeyre has the sole power to vote or direct the
vote and to dispose or direct the disposition of 857,716 shares of I/O Common
Stock reported herein as beneficially owned by
CUSIP No. 457652105 Page 7 of 13 Pages
him, including 70,000 shares subject to vested options. Mr. Lapeyre may be
deemed to share the power to vote or direct the vote and to dispose or direct
the disposition of 6,974,824 shares of I/O Common Stock reported herein as
beneficially owned by him.
Mr. Lapeyre jointly owns with his wife 10,500 shares of I/O Common Stock
reported herein as beneficially owned by him, and she shares with him the power
to vote or direct the vote and to dispose or direct the disposition of such
securities. In addition to the 7,832,540 shares reported as beneficially owned
by Mr. Lapeyre, Mrs. Lapeyre beneficially owns 30,000 shares of I/O Common
Stock, and she exercises the sole power to vote or direct the vote and to
dispose or direct the disposition of such securities. Pursuant to Rule 13d-4
under the Exchange Act, Mr. Lapeyre disclaims beneficial ownership of the shares
beneficially owned by his wife.
Mr. and Mrs. Lapeyre jointly own as trustees of three separate trusts (each of
which holds 3,500 shares of I/O Common Stock) for the benefit of their three
children 10,500 shares of I/O Common Stock reported herein as beneficially owned
by Mr. Lapeyre. Mr. and Mrs. Lapeyre share the power to vote or direct the vote
and to dispose or direct the disposition of all such securities. Pursuant to
Rule 13d-4 under the Exchange Act, Mr. and Mrs. Lapeyre disclaim the beneficial
ownership of these 10,500 shares.
One of Mr. and Mrs. Lapeyre's three children who is a minor owns 12,780 shares
of I/O Common Stock reported herein as beneficially owned by Mr. Lapeyre. Mr.
and Mrs. Lapeyre share the power to vote or direct the vote and to dispose or
direct the disposition of these shares. Mr. Lapeyre also holds 10,000 additional
I/O shares as custodian for this minor child, over which Mr. Lapeyre has the
sole power to vote or direct the vote and to dispose or direct the disposition.
Pursuant to Rule 13d-4 under the Exchange Act, Mr. and Mrs. Lapeyre disclaim the
beneficial ownership of the 22,780 shares owned by their minor child but
reported herein as beneficially owned by Mr. Lapeyre.
Mr. Lapeyre's wife is Sally Huger Lapeyre. Her address is c/o Mr. James M.
Lapeyre, Jr., 220 Laitram Lane, Harahan, Louisiana 70123, and she is not
employed. During the last five years, Mrs. Lapeyre has not been (a) convicted in
a criminal proceeding (excluding traffic violations and similar misdemeanors) or
(b) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which she was or is subject to a judgment,
order, decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws. Mrs. Lapeyre is a citizen of the United
States.
Mr. Philip F. Lapeyre is the beneficial owner of 117,642 shares of I/O Common
Stock, representing less than 1% of the shares of I/O Common Stock believed to
be outstanding. Mr. Philip F. Lapeyre has the sole power to vote or direct the
vote and to dispose or direct the disposition of these shares.
Mr. Robert S. Lapeyre may be deemed to be the beneficial owner of 139,157 shares
of I/O Common Stock, representing less than 1% of the shares of I/O Common Stock
believed to be outstanding. Of these shares, 14,145 are held by Mr. Robert S.
Lapeyre as custodian for his three minor children. In addition to the 139,157
shares reported as beneficially owned by Mr. Lapeyre, Mr. Lapeyre's wife
beneficially owns 1,000 shares of I/O Common Stock.
CUSIP No. 457652105 Page 8 of 13 Pages
Mr. Lapeyre has the sole power to vote or direct the vote and to dispose or
direct the disposition of all I/O shares reported herein as beneficially owned
by him, and his wife has the sole such power with respect to the 1,000 shares
beneficially owned by her. Pursuant to Rule 13d-4 under the Exchange Act, Mr.
Robert S. Lapeyre disclaims the beneficial ownership of the 14,145 shares held
by him as custodian for his children and the 1,000 shares owned by his wife.
Mr. Andrew B. Lapeyre is the beneficial owner of 101,476 shares of I/O Common
Stock, representing less than 1% of the shares of I/O Common Stock believed to
be outstanding. Mr. Andrew Lapeyre has the sole power to vote or direct the vote
and to dispose or direct the disposition of the 101,476 shares of I/O Common
Stock reported herein as beneficially owned by him.
Mr. Barry L. LaCour does not own any shares of I/O Common Stock.
Mr. Lawrence P. Oertling may be deemed to be the beneficial owner of 13,200
shares of I/O Common Stock, representing less than 1% of the shares of I/O
Common Stock believed to be outstanding. Of these shares, 1,200 are held by Mr.
Oertling as custodian for his minor child. Mr. Oertling has the sole power to
vote or direct the vote and to dispose or direct the disposition of all of the
shares of I/O Common Stock reported herein as beneficially owned by him.
Pursuant to Rule 13d-4 under the Exchange Act, Mr. Oertling disclaims the
beneficial ownership of the 1,200 shares owned by his child and reported herein
as beneficially owned by Mr. Oertling.
Mr. G. Charles Lapeyre may be deemed to be the beneficial owner of 85,510
shares of I/O Common Stock, representing less than 1% of the shares of I/O
Common Stock believed to be outstanding. Of these shares, 11,616 shares are
owned by Mr. G. Charles Lapeyre's three minor children.
CUSIP No. 457652105 Page 9 of 13 Pages
Mr. G. Charles Lapeyre has the sole power to vote or direct the vote and to
dispose or direct the disposition of all shares reported herein as beneficially
owned by him, except the 11,616 shares owned by his children over which he
shares such power with his wife. Pursuant to Rule 13d-4 under the Exchange Act,
Mr. and Mrs. G. Charles Lapeyre disclaim the beneficial ownership of the 11,616
shares owned by their children and reported herein as beneficially owned by Mr.
Lapeyre.
Mr. G. Charles Lapeyre's wife is Amy M. Lapeyre. Her address is c/o Mr. G.
Charles Lapeyre, Jr., 10352 River Road, St. Rose, Louisiana 70087, and she is
not employed. During the last five years, she has not been (a) convicted in a
criminal proceeding (excluding traffic violations and similar misdemeanors) or
(b) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which she was or is subject to a judgment,
order, decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws. Mrs. Amy M. Lapeyre is a citizen of the
United States.
Mrs. Monique Lapeyre McCleskey is the beneficial owner of 101,362 shares of I/O
Common Stock, representing less than 1% of the shares of I/O Common Stock
believed to be outstanding. In addition to these shares, Mrs. McCleskey's
husband beneficially owns 3,500 shares of I/O Common Stock, over which Mr.
McCleskey exercises the sole power to vote or direct the vote and to dispose or
direct the disposition. Mrs. McCleskey has the sole power to vote or direct the
vote and to dispose or direct the disposition of all shares reported as
beneficially owned by her. Pursuant to Rule 13d-4 under the Exchange Act, Mrs.
McCleskey disclaims the beneficial ownership of the 3,500 shares owned by her
husband.
Pursuant to Rule 13d-4 under the Exchange Act, Laitram, L.L.C. disclaims the
beneficial ownership of all shares of I/O Common Stock reported herein as
beneficially owned by each of the persons named on Schedule A attached hereto
except for the 6,941,044 shares reported herein as beneficially owned by Mr.
James M. Lapeyre, Jr. but owned of record by Laitram, L.L.C.
(c) During the past sixty days, neither Laitram, L.L.C. nor, to the best of its
knowledge, any person listed on Schedule A hereto, has effected any transactions
involving the Common Stock of I/O, except for the following:
CUSIP No. 457652105 Page 10 of 13 Pages
Mr. Philip F. Lapeyre purchased shares on the open market as follows: October
29, 2003: 500 shares at $4.50 per share; October 30, 2003: 500 shares at $4.33
per share; October 31, 2003: 500 shares at $4.21 per share; November 3, 2003:
500 shares at $4.10 per share; and November 4, 2003: 500 shares at $4.24 per
share. Mr. Lawrence P. Oertling purchased 2,000 shares on the open market on
December 12, 2003 at a price of $4.08 per share. On December 5, 2003, Laitram,
L.L.C. purchased 2,150,000 shares of I/O Common Stock sold short by purchasers
of I/O's convertible senior notes concurrently with the offering of the notes.
The purchase price was $3.48 per share.
(d) Mr. James M. Lapeyre, Jr. may be deemed an "affiliate" of Laitram, L.L.C. as
an officer and manager thereof and by reason of his voting power of the capital
stock thereof and may therefore be deemed indirectly to have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the I/O Common Stock owned of record by Laitram, L.L.C., and
such indirect right or power relates to more than 5% of the shares of I/O Common
Stock believed to be outstanding.
Certain shares of I/O Common Stock owned by persons listed on Schedule A hereto
who are married may be deemed community property under Louisiana law, and in
that case both spouses would be deemed to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, such
shares. In addition, both parents of minor children who are record owners of I/O
shares would be deemed to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, such shares owned
of record by their children.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to
CUSIP No. 457652105 Page 11 of 13 Pages
Securities of the Issuer.
In connection with the distribution by Laitram, L.L.C. on March 26, 2003, of
1,002,956 shares of I/O Common Stock to Laitram Group, Inc., its sole member,
and the re-distribution of such shares prorata by Laitram Group, Inc. to its
shareholders, certain of the Laitram Group, Inc. shareholders agreed that for a
period of three years, they will not sell the I/O shares they received in the
distribution without the written consent of the majority of the parties to the
agreement, voting in proportion to their ownership of the distributed shares.
The shareholders of Laitram Group, Inc. who are parties to that agreement are
James M. Lapeyre, Jr., G. Charles Lapeyre, Philip F. Lapeyre, Monique Lapeyre
McCleskey, Robert S. Lapeyre, Andrew B. Lapeyre and Amy Lapeyre Gui.
Description of the contents of any document referred to in this Schedule 13D and
filed or incorporated by referenced as an exhibit hereto is necessarily not
complete and, in each instance, reference is made to the document itself which
is filed as an exhibit herewith or incorporated as an exhibit herein by
reference.
ITEM 7. Material to be Filed as Exhibits.
EXHIBIT 99.1 Agreement and Plan of Merger dated as of September 30, 1998 by
and among I/O Marine, Inc., I/O, DigiCourse, Inc. and
The Laitram Corporation. (Incorporated by reference to
Exhibit 99.1 to the Form 8-K filed by I/O on
November 30, 1998, Commission File No. 1-13402.)
EXHIBIT 99.2 Registration Rights Agreement dated as of November 16, 1998 by
and between I/O and The Laitram Corporation. (Incorporated by
reference to Exhibit 99.2 to the Form 8-K filed on behalf of I/O
on November 30, 1998, Commission File No. 1-13402.)
EXHIBIT 99.3 Shareholders Agreement dated March 26, 2003, among James M.
Lapeyre, Jr., G. Charles Lapeyre, Philip F. Lapeyre, Monique
Lapeyre McCleskey, Robert S. Lapeyre, Andrew B. Lapeyre and Amy
Lapeyre Gui. (Incorporated by reference to Exhibit 99.1 filed
with Amendment No. 1 to Schedule 13D by Laitram, L.L.C. on
April 28, 2003.)
EXHIBIT 99.4 Loan Agreement dated April 9, 2003, by and among Laitram, L.L.C.,
Laitram Group, Inc., Intralox, Inc., Laitram Machinery, Inc.,
Lapeyre Stair, Inc., Laitram Machine Shop, L.L.C., Lapeyre
Properties, L.L.C., James M. Lapeyre, Jr., Whitney National Bank,
Hibernia National Bank and Bank One, NA, and commercial notes
thereunder.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
LAITRAM, L.L.C.
By: /s/ James M. Lapeyre, Jr.
--------------------------------------
James M. Lapeyre, Jr., President and
Chief Executive Officer
Dated: January 13, 2004
CUSIP No. 457652105 Page 12 of 13 Pages
SCHEDULE A
Officers, Managers, and Controlling Persons of Laitram, L.L.C.
---------------------------------------------------------------------------------------------------------------------
Name Officer/Manager Business Address Principal Occupation
---------------------------------------------------------------------------------------------------------------------
James M. Lapeyre, Jr. President and Chief 220 Laitram Lane President of Laitram, L.L.C.
Executive Officer; Manager Harahan, Louisiana 70123
---------------------------------------------------------------------------------------------------------------------
Barry L. LaCour General Counsel and 220 Laitram Lane General Counsel and Secretary
Secretary; Manager Harahan, Louisiana 70123 of Laitram, L.L.C.
---------------------------------------------------------------------------------------------------------------------
Lawrence P. Oertling Treasurer and Chief 220 Laitram Lane Treasurer and Chief Financial
Financial Officer; Harahan, Louisiana 70123 Officer of Laitram, L.L.C.
Manager
---------------------------------------------------------------------------------------------------------------------
Officers and Directors of Laitram Group, Inc.
---------------------------------------------------------------------------------------------------------------------
Name Officer/Director Business Address Principal Occupation
---------------------------------------------------------------------------------------------------------------------
James M. Lapeyre, Jr. President and Chief 220 Laitram Lane President of Laitram, L.L.C
Executive Officer; Director Harahan, Louisiana 70123
---------------------------------------------------------------------------------------------------------------------
G. Charles Lapeyre Director 10352 River Road Chief Operating Officer of
St. Rose, Louisiana 70087 Delta Petroleum Company,
Inc.
---------------------------------------------------------------------------------------------------------------------
Philip F. Lapeyre Director 220 Laitram Lane Technical Support, Laitram
Harahan, Louisiana 70123 Machine Shop, L.L.C.
---------------------------------------------------------------------------------------------------------------------
Monique Lapeyre McCleskey Director c/o The Laitram Mrs. McCleskey is not
Corporation employed.
220 Laitram Lane
Harahan, Louisiana 70123
---------------------------------------------------------------------------------------------------------------------
Robert S. Lapeyre Director 220 Laitram Lane Project Manager at Laitram,
Harahan, Louisiana 70123 L.L.C.
---------------------------------------------------------------------------------------------------------------------
Andrew B. Lapeyre Director 201 Laitram Lane Production Scheduler at
Harahan, Louisiana 70123 Intralox, L.L.C.
---------------------------------------------------------------------------------------------------------------------
Barry L. LaCour Secretary 220 Laitram Lane General Counsel and Secretary
Harahan, Louisiana 70123 of Laitram, L.L.C.
---------------------------------------------------------------------------------------------------------------------
Lawrence P. Oertling Treasurer 220 Laitram Lane Treasurer and Chief Financial
Harahan, Louisiana 70123 Officer of Laitram, L.L.C.
---------------------------------------------------------------------------------------------------------------------
CUSIP No. 457652105 Page 13 of 13 Pages
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
99.1 Agreement and Plan of Merger dated as of September 30, 1998 by
and among I/O Marine, Inc., I/O, DigiCourse, Inc. and The Laitram
Corporation. (Incorporated by reference to Exhibit 99.1 to the
Form 8-K filed by I/O on November 30, 1998, Commission
File No. 1-13402.)
99.2 Registration Rights Agreement dated as of November 16, 1998 by and
between I/O and The Laitram Corporation. (Incorporated by
reference to Exhibit 99.2 to the Form 8-K filed on behalf of I/O
on November 30, 1998, Commission File No. 1-13402.)
99.3 Shareholders Agreement dated March 26, 2003, among James M.
Lapeyre, Jr., G. Charles Lapeyre, Philip F. Lapeyre, Monique
Lapeyre McCleskey, Robert S. Lapeyre, Andrew B. Lapeyre and Amy
Lapeyre Gui. (Incorporated by reference to Exhibit 99.1 filed
with Amendment No. 1 to Schedule 13D by Laitram, L.L.C. on
April 28, 2003.)
99.4 Loan Agreement dated April 9, 2003, by and among Laitram, L.L.C.,
Laitram Group, Inc., Intralox, Inc., Laitram Machinery, Inc.,
Lapeyre Stair, Inc., Laitram Machine Shop, L.L.C., Lapeyre
Properties, L.L.C., James M. Lapeyre, Jr., Whitney National Bank,
Hibernia National Bank and Bank One, NA, and commercial notes
thereunder.