EXHIBIT 10d
 
               IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
                          IN AND FOR NEW CASTLE COUNTY
 
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                                                         ) 
IN RE UNITED COASTS CORPORATION                          )
SHAREHOLDERS LITIGATION                                  )      C.A. No. 13014
                                                         )
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                              SUPPLEMENTAL NOTICE
 
     THIS NOTICE SUPPLEMENTS THE NOTICE DATED JUNE 6, 1996, PREVIOUSLY SENT TO
     YOU IN CONNECTION WITH THIS LITIGATION (THE "FIRST NOTICE"). THE FIRST
     NOTICE INFORMED YOU OF A HEARING TO BE HELD ON THE PROPOSED SETTLEMENT OF
     THIS ACTION ON JULY 12, 1996 AT 11:00 A.M. BEFORE THE DELAWARE COURT OF
     CHANCERY, AT THE DANIEL L. HERRMANN COURTHOUSE, 1020 N. KING STREET,
     WILMINGTON, DE 19801 TO DETERMINE WHETHER THE PROPOSED SETTLEMENT OF THIS
     LAWSUIT IS FAIR, REASONABLE, ADEQUATE AND SHOULD BE APPROVED BY THE COURT.
     THAT SETTLEMENT HEARING HAS BEEN POSTPONED UNTIL SEPTEMBER 13, 1996 BASED
     ON THE FOLLOWING REPRESENTATIONS THAT COUNSEL FOR THE PARTIES HAVE MADE TO
     THE COURT.
 
     1. The original plaintiff in the action was Donald E. Hamilton. As his
attorneys ("Class Counsel") were preparing for the settlement hearing, Mr.
Hamilton advised Class Counsel that he had sold all of his United Coasts
Corporation ("United Coasts") stock in September 1995, prior to the negotiation
of the proposed settlement. That was the first time Mr. Hamilton had so advised
Class Counsel. As a result of that sale of his United Coasts stock, Mr. Hamilton
was not an appropriate plaintiff to endorse the settlement for the Court's
consideration.
 
     2. Another United Coasts stockholder had participated in the negotiations
leading to the proposed settlement, and is very supportive of the proposed
settlement because he believes the proposed merger to be in the best interests
of United Coasts' public stockholders. On learning that Mr. Hamilton had sold
his United Coasts stock, Class Counsel advised this other shareholder of that
development. This shareholder subsequently suggested to another United Coasts
shareholder, Mr. Helmut Goetz, that he call Class Counsel to discuss intervening
in the action as the representative plaintiff.
 
     3. Prior to speaking to Class Counsel, Mr. Goetz states that he was of the
view that terms of the 1993 exchange offer which was the initial subject of this
litigation were not satisfactory but that, in his opinion, the proposed
settlement and proposed merger were beneficial to him as a United Coasts' public
shareholder. Class Counsel sent Mr. Goetz certain documents from the litigation,
to wit: the initial complaint; the Amended Complaint; the Court's Opinion dated
July 26, 1994; the Memorandum of Understanding dated December 19, 1995; the
Stipulation of Settlement; and the Amendment to Stipulation of Settlement. As a
result of his review of those documents and his further discussions with Class
Counsel, Mr. Goetz decided to seek to intervene in the lawsuit as the
representative plaintiff and support the proposed settlement of the litigation.
 
     4. In connection with his intervention in the lawsuit, Mr. Goetz has
requested that any expenses he incurs as a result of his participation,
including fees and expenses of his personal attorneys, be reimbursed, and that
he receive 500 shares of ACMAT stock in addition to any shares to which he will
be entitled if the proposed Merger is effected to compensate him for the time
and effort he is investing in the litigation. The latter request is subject to
Court approval and, if the Court approves it, will be paid from any shares the
Court allows Class Counsel. See the First Notice under the heading "Application
for Attorneys' Fees and Expenses." Mr. Goetz's request will not result in an
increase in the number of shares Class Counsel request for fees and expenses
and, if approved by the Court, will not reduce shares to be received by Class
members in the

Merger. That is, Mr. Goetz's expenses and the additional allowance of ACMAT
shares, if approved by the Court, will be paid by Class Counsel and not by
ACMAT, United Coasts or Class members.
 
     5. Mr. Goetz has had a number of prior, limited dealings with certain of
the defendants in this action, which Class Counsel believe are immaterial and do
not preclude Mr. Goetz from adequately representing the interests of Class
members.
 
          A. While Mr. Goetz owns 8,500 shares of United Coasts common stock, he
     also owns 1,000 shares of ACMAT Corporation's Class A common stock, jointly
     with his wife.
 
          B. In or about 1983, Mr. Goetz engaged and paid ACMAT Corporation to
     do certain renovations to his restaurant. That was a strictly commercial
     relationship; Mr. Goetz engaged ACMAT based on reputation, price and
     quality of work. The work was fully paid by no later than 1986.
 
          C. ACMAT personnel occasionally patronize Mr. Goetz's restaurant, or
     order food from it for delivery to ACMAT's offices. Mr. Goetz asserts that
     sales to ACMAT and its personnel represent less than 1% of his restaurant's
     annual gross revenues.
 
          D. Mr. Goetz has a casual social relationship with the son-in-law and
     brother-in-law of, respectively, Henry W. Nozko, Sr. and Henry W. Nozko,
     Jr. Through that relationship, Mr. Goetz has met and from time to time
     spoken with Henry Nozko, Sr.
 
                              FURTHER PROCEEDINGS
 
     6. By Order dated June 3, 1996, the Delaware Court of Chancery temporarily
certified this action as a class action on behalf of a class composed of the
following: all persons and entities who are or were record holders or beneficial
owners of United Coasts common stock at any time during the period from June 10,
1993 through May 24, 1996 (other than defendants, members of their immediate
families, ACSTAR Insurance Company, any entity in which any defendant has, or
during the Class period had, a controlling interest, and all of their
subsidiaries, affiliates, legal representatives, heirs, successors, or assigns)
including the legal representatives, heirs, predecessors and
successors-in-interest, transferees or assigns of all such foregoing holders,
immediate or remote (the "Class").
 
     7. All members of the Class are hereby notified that a hearing will be held
before the Chancery Court at its courtroom at the Daniel L. Herrmann Courthouse,
1020 North King Street, Wilmington, DE 19801, on September 13, 1996 at 1:30 p.m.
(the "Settlement Hearing"), to determine: (i) whether the proposed Settlement is
fair, reasonable, adequate and in the best interests of the Class, and should be
approved by the Chancery Court, (ii) whether the Class should be finally
certified with Mr. Goetz as the Class representative, (iii) whether an Order and
Final Judgment, as contemplated by the proposed Settlement, should be entered,
dismissing the Class Action as to all defendants and with prejudice against the
named plaintiff and all members of the Class, and (iv) whether, if the Chancery
Court approves the proposed Settlement and enters the Order and Final Judgment,
the Chancery Court should approve the application for plaintiff's attorneys'
fees and expenses, and Mr. Goetz's request for compensation and reimbursement of
expenses.
 
     8. The Chancery Court has reserved the right to adjourn the Settlement
Hearing from time to time by oral announcement at such hearing or any
adjournment thereof, without further notice of any kind. The Chancery Court also
has reserved the right to approve the proposed Settlement with or without
modification, to enter an Order and Final Judgment dismissing the Class Action
on the merits and with prejudice, and to order the payment of attorneys' fees
and disbursements without further notice of any kind.
 
                                RIGHT TO APPEAR
 
     9. At the Settlement Hearing, any person who objects to the proposed
Settlement, the judgment to be entered in the Class Action, the award of
attorneys' fees and expenses, and/or the proposed allowance of expenses and
compensation to Mr. Goetz, may appear in person or by his or her attorney at the
hearing and present any evidence or arguments that may be proper and relevant;
provided, however, that no person other

than Class Counsel and counsel for the defendants in the Class Action shall be
heard and no papers, briefs, pleadings or other documents submitted by any such
person shall be received and considered by the Chancery Court (unless the
Chancery Court in its discretion shall thereafter otherwise direct, upon
application of such person and for good cause shown), unless no later than ten
(10) days prior to the Settlement Hearing such person files with the Court and
serves upon counsel listed below: (a) a written notice of intention to appear,
(b) a statement of such person's objections to any matters before the Chancery
Court, (c) proof of membership in the Class, and (d) the reasons and grounds
therefor that such person desires to appear and to be heard, and all documents
or writings that such person desires the Chancery Court to consider:
 
                                            
         NORMAN M. MONHAIT, ESQUIRE                      IRVING MALCHMAN, ESQUIRE
          ROSENTHAL, MONHAIT, GROSS                      KAUFMAN, MALCHMAN, KIRBY
               & GODDESS, P.A.                                 & SQUIRE LLP
       SUITE 1401, MELLON BANK CENTER                        919 THIRD AVENUE
                P.O. BOX 1070                               NEW YORK, NY 10022
          WILMINGTON, DE 19899-1070
Counsel for Plaintiff THOMAS REED HUNT, JR., ESQUIRE MORRIS, NICHOLS, ARSHT & TUNNELL 1201 N. MARKET STREET P.O. BOX 1347 WILMINGTON, DE 19899-1347 Counsel for Defendants 10. Any person who fails to object in the manner described above will be deemed to have waived such objection and will be forever barred from raising such objection in this Class Action. Pending final determination of whether the proposed Settlement should be approved, the Chancery Court has ordered that Mr. Goetz, all members of the Class, or any of them, either directly, representatively or in any capacity upon the receipt of this Notice, may not commence or prosecute any action asserting claims that are or relate to the claims asserted in the Class Action. Dated: August , 1996 Wilmington, Delaware -------------------------------------- Priscilla B. Rakestraw Register in Chancery

Basic Info X:

Name:
Type:
Date: Aug. 12, 1996
Company: ACMAT CORP
State: Connecticut

Other info:

Date:

  • JUNE 6 , 1996
  • JULY 12 , 1996
  • September 1995
  • July 26 , 1994
  • December 19 , 1995
  • June 3 , 1996
  • June 10 , 1993
  • May 24 , 1996
  • September 13 , 1996
  • August , 1996

Organization:

  • United Coasts Corporation
  • Stipulation of Settlement
  • Delaware Court of Chancery
  • ACSTAR Insurance Company
  • KIRBY & GODDESS
  • ARSHT & TUNNELL 1201 N. MARKET STREET P.O
  • the Chancery Court

Location:

  • P.A
  • NEW YORK
  • NICHOLS
  • WILMINGTON
  • Delaware
  • Chancery 3

Person:

  • Donald E. Hamilton
  • Helmut Goetz
  • Henry W. Nozko
  • Henry Nozko
  • Daniel L. Herrmann Courthouse
  • NORMAN M. MONHAIT
  • IRVING MALCHMAN
  • ESQUIRE ROSENTHAL
  • KAUFMAN
  • Priscilla B. Rakestraw

Time:

  • 1:30 p.m.

Percent:

  • 1 %