diff --git a/parsed_sections/legal_matters/1996/ANF_abercrombi_legal_matters.txt b/parsed_sections/legal_matters/1996/ANF_abercrombi_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..79b8612b3a8115d0fcbbd19e9ad648c3cc5fa29c --- /dev/null +++ b/parsed_sections/legal_matters/1996/ANF_abercrombi_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Class A Common Stock offered hereby will be passed upon by Davis Polk & Wardwell, New York, New York. Certain legal matters in connection with the Class A Common Stock offered hereby will be passed upon for the Underwriters by Fried, Frank, Harris, Shriver & Jacobson (a partnership including professional corporations), New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CALM_cal-maine_legal_matters.txt b/parsed_sections/legal_matters/1996/CALM_cal-maine_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..106e6a94ab0de2401e5a0a7639db918dc5dbd96d --- /dev/null +++ b/parsed_sections/legal_matters/1996/CALM_cal-maine_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Wells, Moore, Simmons & Neeld, PLLC, Jackson, Mississippi. Freedman, Levy, Kroll & Simonds, Washington, D.C, have acted as special counsel to the Company with respect to legal matters under the federal securities laws. Certain legal matters in connection with this offering will be passed upon for the Underwriters by Morse, Zelnick, Rose & Lander, LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000011913_beverly_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000011913_beverly_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..d9928cc11721f6a5b7b6b63640c33635fe390e66 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000011913_beverly_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters in connection with this offering are being passed upon for the Company by Lord, Bissell & Brook, Chicago, Illinois, and for the Underwriters by Chapman and Cutler, Chicago, Illinois. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000052532_mercury_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000052532_mercury_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..df48c07dc8f5f47c142bd16e91dcc5b555d0d0ea --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000052532_mercury_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Debentures offered hereby and the Common Stock issuable upon conversion thereof and certain other matters will be passed upon for Mercury by McBreen, McBreen & Kopko, Chicago, Illinois. Frederick H. Kopko, Jr. is a member of that firm, a director of Mercury and beneficially owns an option to acquire 33,000 shares of Mercury's Common Stock. Certain legal matters in connection with the offering will be passed upon for the Underwriters by Orrick, Herrington & Sutcliffe, San Francisco, California. MERCURY AIR GROUP, INC. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000060064_loehmanns_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000060064_loehmanns_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..e87e36cd3eeecbff860a8451ba409f4fd8b4cb90 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000060064_loehmanns_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters in connection with the Common Stock offered hereby will be passed upon for the Company by Paul, Weiss, Rifkind, Wharton & Garrison, New York, New York and for the Underwriters by Fried, Frank, Harris, Shriver & Jacobson (a partnership including professional corporations), Los Angeles, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000080816_providence_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000080816_providence_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..c475fa4628fc064ed1d0d7a156002e68c671ba09 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000080816_providence_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters relating to the shares of Class A Common Stock will be passed upon for the Company by Edwards & Angell, Providence, Rhode Island. Certain legal matters under the Communications Act and the rules and regulations promulgated thereunder by the FCC will be passed upon for the Company by Covington & Burling, Washington, D.C. Certain legal matters in connection with the Underwritten Offering will be passed upon for the Underwriters by Brown & Wood, New York, New York. Partners and of-counsel attorneys of Edwards & Angell own 49,950 (adjusted for the Stock Split) shares of Common Stock. Benjamin P. Harris, III, a Director of the Company, is a senior partner of Edwards & Angell and beneficially owns 21,150 and 21,600 shares of the Class A Common Stock and the Class B Common Stock, respectively (adjusted for the Stock Split). \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000098618_alanco_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000098618_alanco_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..7fcd84a01c2f1c5489cb0dd6daf14825cb63d5da --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000098618_alanco_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Dennis Brovarone, Esq., Denver, Colorado. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000202930_printpack_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000202930_printpack_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..29ad5e4c9ce7c71ccd8c8015ff871a52c2556e20 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000202930_printpack_legal_matters.txt @@ -0,0 +1 @@ +CERTAIN LEGAL MATTERS Certain legal matters in connection with the issuance of the Exchange Notes have been passed upon for the Company by Alston & Bird, Atlanta, Georgia. Neil Williams, the managing partner of Alston & Bird, is a Printpack director. See "Management." INDEPENDENT ACCOUNTANTS The financial statements of Printpack, Inc. as of June 29, 1996 and June 24, 1995 and for each of the three years in the period ended June 29, 1996, and the combined financial statements of The Flexible Packaging Group of James River Corporation as of December 31, 1995 and December 25, 1994 and for each of the three years in the period ended December 31, 1995 included in this Prospectus have been so included in reliance on the reports of Price Waterhouse LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000206005_collective_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000206005_collective_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..72cc7309f890fb273ae0cd51730ffc44beb4d767 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000206005_collective_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The legality of the Units offered hereby will be passed upon for UMB by Watson & Marshall L.C. of Kansas City, Missouri. Members in that firm hold approximately 15,925 shares of UMB Financial Corporation common stock, of which UMB is a wholly owned subsidiary. In addition, UMB or its affiliates may grant loans to members and employees of Watson & Marshall L.C., their related interest and their immediate family members in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those rates prevailing at the time for comparable transactions with other persons which, in the opinion of UMB's management, did not involve more than the normal risk of collectibility or present other unfavorable features. ADDITIONAL INFORMATION UMB, as Trustee, has filed with the Securities Exchange Commission (the "SEC") a Registration Statement on Form S-1 (together with any amendments thereto, the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Units of Participation in the Funds. This Prospectus does not contain all the information set forth in the Registration Statement and the exhibits thereto, certain portions of which have been omitted as permitted by the rules and regulations of the SEC. This material can be inspected and copied at the public reference facilities maintained by the SEC at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the SEC's Regional Offices in Chicago (Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511) and in New York (7 World Trade Center, Suite 1300, New York, New York 10048) and copies of such material can be obtained by mail from the Public Reference Section of the SEC, Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, at prescribed rates. For further information, reference is made to the Registration Statement and the exhibits filed therewith. Statements contained in this Prospectus relating to the contents of any documents referred to herein are not necessarily complete, and in each instance reference is made to the copy of such document filed as an exhibit to the Registration Statement, such statement being qualified in all respects by such reference. The Funds and UMB Financial Corporation, the parent of UMB, are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith, file reports and other information with the SEC. This material can be inspected and copied at the public reference facilities maintained by the SEC at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the SEC's Regional Offices in Chicago (Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511) and in New York (7 World Trade Center, Suite 1300, New York, New York 10048) and copies of such material can be obtained by mail from the Public Reference Section of the SEC, Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, at prescribed rates. UMB Financial Corporation common stock is quoted on the NASDAQ-National Market System and reports and other information concerning UMB Financial Corporation are filed therewith. RECOMMENDATION TO CONSULT ADVISORS UMB recommends that each Employer consult with its attorneys, accountants and other appropriate professional advisors regarding the advisability of adopting the Plan and Trust, keeping in mind the legal, tax and financial results to be anticipated. UMB is unable to and does not undertake to render advice concerning such matters. FINANCIAL STATEMENTS TABLE OF CONTENTS UMB Bank, N.A. Defined Contribution Plan and Trust Index to Financial Statements in Form 10-K Page Report of Independent Auditors F-2 Fund for Pooling Equity Investments of Employee Trusts Financial Statements: Statements of Assets and Liabilities, October 31 1995 and 1994 F-3 Statements of Investments Held, October 31, 1995 and 1994 F-4 Statements of Operations, three years ended October 31, 1995 F-15 Statements of Participants' Interest, three years ended October 31, 1995 F-16 Fund for Pooling Debt Investments of Employee Trusts: Financial Statements: Statements of Assets and Liabilities, October 31, 1995 and 1994 F-17 Statements of Investments Held, October 31, 1995 and 1994 F-18 Statements of Operations, three years ended October 31, 1995 F-29 Statements of Participants' Interest, three years ended October 31, 1995 F-30 Pooled Income Fund for Employee Trusts: Financial Statements: Statements of Assets and Liabilities, October 31, 1995 and 1994 F-31 Statements of Investments Held, October 31, 1995 and 1994 F-32 Statements of Operations, three years ended October 31, 1995 F-35 Statements of Participants' Interest, three years ended October 31, 1995 F-36 Notes to Financial Statements for the three years ended October 31, 1995 F-37 Report of Independent Auditors Board of Directors UMB Bank, N.A. We have audited the accompanying statements of assets and liabilities and statements of investments held of the Fund for Pooling Equity Investments of Employee Trusts, the Fund for Pooling Debt Investments of Employee Trusts and the Pooled Income Fund for Employee Trusts of UMB Bank, N.A. as of October 31, 1995 and 1994, and the related statements of operations and participants interest for each of the three years in the period ended October 31, 1995. These financial statements are the responsibility of the Funds management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Fund for Pooling Equity Investments of Employee Trusts, the Fund for Pooling Debt Investments of Employee Trusts and the Pooled Income Fund for Employee Trusts of UMB Bank, N.A. at October 31, 1995 and 1994, and the results of their operations and changes in their participants interest for each of the three years in the period ended October 31, 1995, in conformity with generally accepted accounting principles. Ernst & Young LLP Kansas City, Missouri December 8, 1995 UMB Bank, N.A. Fund for Pooling Equity Investments of Employee Trusts Statements of Assets and Liabilities
October 31, 1994 1995 Cost Market Cost Market Assets Investments: Common Stocks $133,237,643 $171,192,727 $162,051,285 $192,164,903 Commercial Paper 57,583,776 57,583,776 66,013,975 66,013,975 Short-Term Money Market 2,765,477 2,765,477 4,140,195 4,140,195 Fund ____________ ____________ ____________ ____________ $193,586,896 231,541,980 $232,205,455 262,319,073 ============ ============ ============ ============ Interest and dividends 542,286 588,697 receivable Receivable for securities sold ----- 163,522 ___________ ____________ 232,084,266 263,071,292 Liabilities Audit fee payable 10,428 11,187 Payable for securities purchased ---- 508,397 _____________ ____________ Participants' interest, equivalent to $56.37 per unit on 4,117,128 units outstanding in 1994 $56.32 per unit on 4,082,250 units outstanding in 1995 $232,073,838 262,551,708 ============ ============ See notes to financial statements.
UMB Bank, N.A. Fund for Pooling Equity Investments of Employee Trusts Statements of Investments Held October 31 October 31 1994 1995 Number Number of Cost Market of Cost Market Shares Shares Common Stocks - 1994, 73.9%; 1995, 73.2%: Consumer Nondurables - 1994, 13.6%; 1995, 8.9%: Beverages Anheuser-Busch Companies, Inc. 48,000 $ 2,434,943 $ 2,436,000 22,000 $ 1,011,042 $ 1,452,000 PepsiCo, Inc. 61,000 1,993,198 2,135,000 --- --- --- ____________ ____________ ____________ ____________ Total Beverages $ 4,428,141 $ 4,571,000 1,011,042 1,452,000 ____________ ____________ ____________ ____________ Food: Archer Daniels Midland Co. 82,287 380,066 2,355,465 68,250 187,015 1,092,000 Bob Evans Farms, Inc. 82,000 1,444,625 1,670,750 157,800 2,987,675 2,840,400 Bordon, Inc. 129,000 2,929,785 1,741,500 --- --- --- Brinker International --- --- --- 165,000 2,893,375 2,000,625 Heinz (H.J.) Co. 36,200 1,278,110 1,339,400 20,000 702,200 930,000 Pioneer Hi-Bred International, Inc. 60,000 587,375 2,010,000 20,000 174,667 992,500 ____________ ____________ ____________ ____________ Total Food 6,619,961 9,117,115 6,944,932 7,855,525 ____________ ____________ ____________ ____________ Health Care: American Home Products Corp. 31,000 1,075,496 1,968,500 12,000 177,069 1,063,500 Bard (C.R.), Inc. 90,000 2,263,326 2,205,000 100,000 2,527,246 2,825,000 Baxter International, Bard (C.R.) Inc. 90,000 2,008,410 2,340,000 26,000 384,678 1,004,250 Bristol Myers Squibb Co. 43,000 1,551,049 2,510,125 48,000 1,862,024 3,660,000 Community Psychiatric Center --- --- --- 173,000 1,803,525 1,881,375 Merck and Co., Inc. 72,000 618,891 2,565,000 16,900 36,531 971,750 Pfizer, Inc. 28,000 186,808 2,075,500 --- --- --- ____________ ____________ ____________ ____________ Total Health Care 7,703,980 13,664,125 6,791,073 11,405,875 ____________ ____________ ____________ ____________ Household Products: Clorox Co. 18,000 812,408 972,000 --- --- --- Proctor & Gamble Co. 22,176 500,460 1,394,316 --- --- --- Rubbermaid Inc. 26,000 819,842 715,000 61,500 1,766,804 1,606,688 ____________ ____________ ____________ ____________ Total Household Products 2,132,710 3,081,316 1,766,804 1,606,688 ____________ ____________ ____________ ____________ Photography: Eastman Kodak Co. 24,000 580,232 1,155,000 16,000 331,686 1,002,000 ____________ ____________ ____________ Total Consumer Nondurables $ 21,465,024 $ 31,588,556 $ 16,845,537 $ 23,322,088 ============ ============ ============ ============ Services - 1994, 9.0%; 1995, 11.4%: Media: Donnelly RR & Sons Co. 77,000 $ 2,147,162 $ 2,406,250 - $ - $ - Dun and Bradsteet Companies, Inc. 39,000 1,948,185 2,286,375 53,000 2,689,275 3,166,750 Gannett Co., Inc. 52,000 1,505,626 2,496,000 52,000 1,505,626 2,827,500 ____________ ____________ ____________ ____________ Total Media 5,600,973 7,188,625 4,194,901 5,994,250 ____________ ____________ ____________ ____________ Retail: American Greetings Corp. - - - 121,000 3,573,439 3,811,500 Block (H&R), Inc. 18,000 585,465 798,750 14,300 520,878 589,875 Dillard Department Stores, Inc. 93,000 3,141,299 2,464,500 120,000 3,831,368 3,255,000 Limited, Inc. 118,000 2,487,150 2,183,000 118,000 2,487,150 2,183,000 Mercantile Stores Co., Inc. 30,000 1,016,665 1,365,000 30,000 1,016,665 1,346,250 Rite-Aid Corp. 96,300 1,608,156 2,311,200 - - - Sear Roebuck and Co. 35,000 1,136,566 1,732,500 26,900 467,127 914,600 Services Corp. International 42,000 621,575 1,118,250 - - - TJX Companies, Inc. - - - 329,000 4,407,311 4,441,500 Toys 'R' Us, Inc. 30,000 903,350 1,158,750 126,000 3,312,723 2,756,250 ____________ ____________ ____________ ____________ Total Retail 11,500,226 13,131,950 19,616,661 19,297,975 ____________ ____________ ____________ ____________ Textile and Apparel: Bassett Furniture Industries - - - 114,500 2,803,761 2,304,312 Brown Group, Inc. - - - 81,000 2,264,675 1,113,750 Stride Rite Corp. 37,000 854,663 513,375 118,000 1,749,713 1,327,500 ____________ ____________ ____________ ____________ Total Textile and Apparel 854,663 513,375 6,818,149 4,745,562 ____________ ____________ ____________ ____________ Total Services $ 17,955,862 $ 20,833,950 $ 30,629,711 $ 30,037,787 ============ ============ ============ ============ Consumer Durables - 1994, 3.1%; 1995, 2.4%: Automotive: General Motors Corp. 5,000 $ 157,125 $ 197,500 5,000 $ 157,125 $ 218,750 Genuine Parts Co. 72,000 1,728,760 2,601,000 72,000 1,728,760 2,853,000 ____________ ____________ ____________ ____________ Total Automotive 1,885,885 2,798,500 1,885,885 3,071,750 ____________ ____________ ____________ ____________ Building: Black & Decker Corp. 82,000 $ 1,386,180 $ 2,060,250 - $ - $ - Masco Corp. 102,000 2,591,502 2,422,500 113,000 2,843,327 3,178,125 ____________ ____________ ____________ ____________ Total Building 3,977,682 4,482,750 2,843,327 3,178,125 ____________ ____________ ____________ ____________ Total Consumer Durables $ 5,863,567 $ 7,281,250 $ 4,729,212 $ 6,249,875 ============ ============ ============ ============ Capital Goods - 1994, 13.8%; 1994, 15.6%: Aerospace: Boeing Co. 35,000 $ 1,246,510 $ 1,535,625 - $ - $ - Electrical Equipment: Emerson Electric Co. 30,000 892,425 1,822,500 - - - General Electric Co. 32,000 97,903 1,564,000 32,000 97,903 2,024,000 ____________ ____________ ____________ ____________ Total Electrical Equipment 990,328 3,386,500 97,903 2,024,000 ____________ ____________ ____________ ____________ Electronics: DOVatron International, Inc. 3,000 30,717 81,000 - - - Harris Computer Systems Corp. 900 26,172 12,600 - - - Harris Corp. 18,000 492,018 771,750 - - - Hewlett-Packard Co. 7,900 79,410 773,212 - - - Perkin Elmer Corp. 72,000 2,295,526 2,124,000 100,000 3,021,545 3,512,500 Tandem Computers, Inc. 52,000 578,734 923,000 220,000 2,840,384 2,475,000 ____________ ____________ ____________ ____________ Total Electronics 3,502,577 4,685,562 5,861,929 5,987,500 ____________ ____________ ____________ ____________ Machinery: Cooper Industries, Inc. 48,000 2,284,506 1,794,000 48,000 2,284,506 1,620,000 Deere & Co. 8,000 208,955 573,000 - - - Dover Corp. 12,000 213,286 666,000 - - - Gardner Denver Machinery, Inc. 1,920 22,342 20,160 - - - Giddings & Lewis - - - 181,000 2,947,805 2,918,625 Illinois Tool Works, Inc. 16,000 284,675 720,000 - - - Snap On, Inc. 63,000 2,180,534 2,000,250 81,000 2,756,664 3,432,375 ____________ ____________ ____________ ____________ Total Machinery 5,194,298 5,773,410 7,988,975 7,971,000 ____________ ____________ ____________ ____________ Office Equipment: Automatic Data Processing, Inc. 15,000 $ 367,463 $ 875,625 - $ - $ - Digital Equipment Corp. 20,300 1,153,854 621,687 20,300 1,153,853 1,096,200 International Business Machines Corp. 33,300 2,271,201 2,480,850 17,000 614,648 1,653,250 Novell, Inc. 144,000 3,114,000 2,664,000 250,200 4,628,700 4,128,300 Telxon Corp. 50,000 796,350 650,000 - - - Xerox Corp. 5,000 270,446 512,500 - - - ____________ ____________ ____________ ____________ Total Office Equipment 7,973,314 7,804,662 6,397,201 6,877,750 ____________ ____________ ____________ ____________ Miscellaneous: Browning-Ferris Industries, Inc. 38,000 357,155 1,206,500 - - - Calgon Carbon Corp. 200,000 2,947,180 2,250,000 297,200 4,057,752 3,380,650 Chemical Waste Management, Inc. 117,000 1,694,130 1,111,500 - - - Fluor Corp. 21,000 862,050 1,039,500 10,000 410,500 565,000 Grainger, WW, Inc. - - - 47,000 2,620,017 2,937,500 Hillenbrand Industry, Inc. - - - 128,000 3,825,797 4,064,000 Indresco, Inc. - - - 216,000 2,604,338 3,699,000 Morrison Knudson Corp. 49,000 1,009,955 765,625 - - - WMX Technologies, Inc. 83,000 2,120,150 2,438,125 122,000 3,289,825 3,431,250 ____________ ____________ ____________ ____________ Total Miscellaneous 8,990,620 8,811,250 16,808,229 18,077,400 ____________ ____________ ____________ ____________ Total Capital Goods $ 27,897,647 $ 31,997,009 $ 37,154,237 $ 40,937,650 ============ ============ ============ ============ Basic Materials - 1994, 15.4%; 1995, 13.2%: Chemicals: Air Products & 22,000 $ 578,535 $ 1,050,500 22,000 $ 578,535 $ 1,135,750 Chemicals, Inc. Avery Dennison Corp. 24,000 595,170 807,000 - - - DuPont, (E.I.) De Nemours & Co., Inc. 18,000 355,814 1,073,250 - - - Mallinckrodt Group, Inc. 45,000 1,313,445 1,366,875 87,000 2,557,457 3,023,250 Monsanto Company 15,000 450,512 1,141,875 - - - Nalco Chemical Co. 68,000 1,374,941 2,193,000 107,000 2,691,594 3,210,000 ____________ ____________ ____________ ____________ Total Chemicals 4,668,417 7,632,500 5,827,586 7,369,000 ____________ ____________ ____________ ____________ Metal & Mining: Aluminum Co. of America 6,000 $ 225,187 $ 511,500 - $ - $ - Brush Wellman, Inc. 82,000 1,119,804 1,373,500 67,000 887,765 1,122,250 Carpenter Technology Corp. 17,000 672,088 960,500 - - - Cyprus Amax Minerals Co. 39,000 879,165 1,038,375 128,000 3,138,157 3,344,000 ____________ ____________ ____________ ____________ Total Metal & Mining 2,896,244 3,883,875 4,025,922 4,466,250 ____________ ____________ ____________ ____________ Paper & Forestry Products: International Paper Co. 11,000 284,749 819,500 - - - Union Camp Corp. 25,000 1,080,990 1,187,500 25,000 1,080,990 1,271,875 Weyerhaeuser Co. 55,000 1,540,607 2,165,625 59,000 1,690,886 2,603,375 ____________ ____________ ____________ ____________ Total Paper & Forestry Products 2,906,346 4,172,625 2,771,876 3,875,250 ____________ ____________ ____________ ____________ Petroleum: Amoco Corp. 20,000 355,455 1,267,500 20,000 355,455 1,277,500 Atlantic Richfield Co. 25,000 2,683,625 2,709,375 25,000 2,683,625 2,668,750 Baker Hughes, Inc. - - - 90,000 1,827,000 1,766,250 Dresser Industries, Inc. 126,000 2,445,584 2,677,500 126,000 2,445,584 2,630,250 Exxon Corp. 22,000 144,215 1,383,250 - - - Halliburton Co. 20,000 654,064 740,000 20,000 654,064 830,000 Kerr-McGee Corp. 54,000 2,271,903 2,652,750 54,000 2,271,903 2,976,750 Mobil Corp. 13,000 146,120 1,118,000 - - - Phillips Petroleum Co. 35,200 596,545 1,298,000 35,200 596,545 1,135,200 Schlumberger Ltd. 42,500 2,320,180 2,502,187 24,000 1,212,270 1,494,000 Shell Transportation & Trading Co. 12,000 407,062 856,500 - - - Texaco, Inc. - - - 22,000 1,337,235 1,498,750 USX Marathon Group 147,000 2,579,469 2,774,625 156,000 2,729,634 2,769,000 ____________ ____________ ____________ ____________ Total Petroleum 14,604,222 19,979,687 16,113,315 19,046,450 ____________ ____________ ____________ ____________ Total Basic Materials $ 25,075,229 $ 35,668,687 $ 28,738,699 $ 34,756,950 ============ ============ ============ ============ Transportation - 1994, 2.8%; 1995, 2.5%: Railroads: Norfolk Southern Corp. 22,600 $ 523,646 $ 1,423,800 22,600 $ 523,646 $ 1,745,850 Union Pacific Corp. 38,000 1,493,471 1,857,250 26,000 785,751 1,699,750 ____________ ____________ ____________ ____________ Total Railroads 2,017,117 3,281,050 1,309,397 3,445,600 ____________ ____________ ____________ ____________ Trucking: Consolidated Freightways, Inc. 42,000 537,700 939,750 - - - Roadway Services, Inc. 10,000 260,163 572,500 56,000 2,519,513 2,506,000 Yellow Corp. 84,000 1,962,795 1,638,000 50,000 1,161,609 656,250 ____________ ____________ ____________ ____________ Total Trucking 2,760,658 3,150,250 3,681,122 3,162,250 ____________ ____________ ____________ ____________ Total Transportation $ 4,777,775 $ 6,431,300 $ 4,990,519 $ 6,607,850 ============ ============ ============ ============ Multibusiness - 1994, 0.6%; 1995, 0.8%: Minnesota Mining & Manufacturing Co. 14,000 $ 176,011 $ 775,250 14,000 $ 176,012 $ 796,250 TRW, Inc. 7,000 324,985 498,750 20,000 1,154,450 1,315,000 ____________ ____________ ____________ ____________ Total Multibusiness $ 500,996 $ 1,274,000 $ 1,330,462 $ 2,111,250 ============ ============ ============ ============ Utilities - 1994, 10.5%; 1995, 14.0%: Communication: American Telephone & Telegraph Co. 15,500 $ 508,178 $ 852,500 60,000 $ 2,782,585 $ 3,840,000 Bell Atlantic Corp. 42,000 1,469,413 2,199,750 53,000 2,011,824 3,365,500 BellSouth Corp. 18,000 565,507 958,500 - - - Comsat Corp. - - - 155,500 3,043,315 3,090,562 Southwestern Bell Corp. 26,000 382,095 1,088,750 - - - Sprint Corp. 41,000 1,009,445 1,347,875 64,000 1,623,200 2,464,000 US West, Inc. 62,000 2,499,011 2,332,750 72,000 2,862,111 3,447,000 ____________ ____________ ____________ ____________ Total Communication 6,433,649 8,780,125 12,323,035 16,207,062 ____________ ____________ ____________ ____________ Electric: Dominion Resources, Inc. 53,200 $ 2,207,204 $ 1,975,050 75,500 $ 3,019,511 $ 3,001,125 Energy Corp. 88,000 2,171,275 2,057,000 118,000 2,840,275 3,363,000 FPL Group, Inc. 67,000 1,992,922 2,219,375 - - - Florida Progress Corp. 76,000 2,234,425 2,223,000 76,000 2,234,425 2,517,500 Scana Corp. 32,500 759,560 1,401,562 99,200 1,763,135 2,517,200 Texas Utilities Co. 20,550 705,417 670,444 41,000 1,353,375 1,506,750 Union Electric Co. 12,500 342,875 448,438 12,500 342,875 487,500 ____________ ____________ ____________ ____________ Total Electric 10,413,678 10,994,869 11,553,596 13,393,075 ____________ ____________ ____________ ____________ Natural Gas: Mapco, Inc. 38,000 1,712,379 2,075,750 72,000 3,451,979 3,708,000 Panhandle Eastern Corp. 84,500 1,576,257 1,985,750 132,000 2,522,725 3,333,000 ____________ ____________ ____________ ____________ Total Natural Gas 3,288,636 4,061,500 5,974,704 7,041,000 ____________ ____________ ____________ ____________ Miscellaneous: Wisconsin Energy Corp. 15,000 276,450 397,500 - - - ____________ ____________ ____________ ____________ Total Utilities $ 20,412,413 $ 24,233,994 $ 29,851,335 $ 36,641,137 ============ ============ ============ ============ Finance - 1994, 5.1%; 1995, 4.4%: Banks: NBD Bancorp, Inc. 52,000 $ 1,581,690 $ 1,599,000 48,600 $ 1,471,870 $ 1,846,800 Wachovia Corp. 40,000 175,038 1,340,000 10,000 37,350 441,250 ____________ ____________ ____________ ____________ Total Banks 1,756,728 2,939,000 1,509,220 2,288,050 ____________ ____________ ____________ ____________ Finance Companies: ____________ ___________ ____________ ____________ Dean Witter, Discover & Co. 13,660 408,584 527,618 - - - ____________ ___________ ____________ ____________ Insurance: Allstate Corp. - - - 32,446 524,968 1,192,391 American International Group, Inc. 10,500 547,710 983,063 - - - AON Corp. 76,000 2,434,713 2,365,500 83,000 2,644,327 3,413,375 Cigna Corp. 13,000 589,909 856,375 - - - Liberty Corp. 85,000 2,201,586 2,241,875 89,000 2,291,820 2,981,500 ____________ ____________ ____________ ____________ Total Insurance 5,773,918 6,446,813 5,461,115 7,587,266 ____________ ____________ ____________ ____________ Miscellaneous: American Express Co. 58,000 $ 1,191,287 $ 1,790,750 40,000 $ 811,238 $ 1,625,000 Lehman Brothers Holdings, Inc. 11,600 158,613 179,800 - - - ____________ ____________ ____________ ____________ Total Miscellaneous 1,349,900 1,970,550 811,238 1,625,000 ____________ ____________ ____________ ____________ Total Finance $ 9,289,130 $ 11,883,981 $ 7,781,573 $ 11,500,316 ============ ============ ============ ============ Total Common Stock $133,237,643 $171,192,727 $162,051,285 $192,164,903 ============ ============ ============ ============ COMERCIAL PAPER - 1994, 24.9%; 1995, 25.2%: American Greeting, Discount CP, due 11-29-95 $ - $ - $ - $ 700,000 $ 696,657 $ 696,657 AT&T Capital Corp., Discount CP, due 11-2-94 2,000,000 1,992,138 1,992,138 - - - AT&T Capital Corp., Discount CP, due 11-3-94 1,000,000 995,314 995,314 - - - AT&T Capital Corp., Discount CP, due 11-7/94 2,000,000 1,991,268 1,991,268 - - - AT&T Capital Corp., Discount CP, due 11-3-95 - - - 2,350,000 2,333,344 2,333,344 AT&T Capital Corp., Discount CP, due 11-14-95 - - - 1,500,000 1,485,404 1,485,404 AT&T Capital Corp., Discount CP, due 11-15-95 - - - 1,000,000 997,617 997,617 AT&T Capital Corp., Discount CP, due 11-21-95 - - - 2,000,000 1,981,233 1,981,233 Anheuser-Busch, Discount CP, due 11-9-95 - - - 2,000,000 1,990,500 1,990,500 Bell Atlantic Financial Services, Inc., Discount CP, due 11-29-94 1,125,000 1,120,150 1,120,150 - - - BellSouth Telecommuni- cations, Inc., Discount CP, due 11-14-94 825,000 821,407 821,407 - - - Chevron Oil Finance Co., Discount CP, due 11-4-94 2,000,000 1,988,100 1,988,100 - - - Chevron Oil Finance Co., Discount CP, due 11-8-94 1,935,000 1,924,677 1,924,677 - - - Chevron Oil Finance Co., Discount CP, due 11-18-94 950,000 944,326 944,326 - - - Chevron Oil Finance Co., Discount CP, due 11-29-94 1,545,000 1,532,944 1,532,944 - - - Chevron Oil Finance Co., Discount CP, due 12-6-94 2,000,000 1,983,000 1,983,000 - - - Chevron Oil Finance Co., Discount CP, due 12-21-94 2,000,000 1,984,737 1,984,737 - - - Chevron Oil Finance Co., Discount CP, due 1-10-05 2,000,000 1,973,000 1,973,000 - - - Chevron Oil Finance Co., Discount CP, due 12-1-95 - - - 1,000,000 992,963 992,963 Chevron Oil Finance Co., Discount CP, due 12-1-95 - - - 200,000 198,607 198,607 Chevron Oil Finance Co., Discount CP, due 12-1-95 - - - 2,000,000 1,986,700 1,986,700 Chevron Oil Finance Co., Discount CP, due 12-1-95 - - - 2,000,000 1,981,382 1,981,382 Chevron Oil Finance Co., Discount CP, due 12-6-95 - - - 1,000,000 993,033 993,033 Coca-Cola Company, Discount CP, due 11-14-94 1,500,000 1,488,323 1,488,323 - - - Coca-Cola Company, Discount CP, due 11-1-95 - - - 2,000,000 1,990,817 1,990,817 Coca-Cola Company, Discount CP, due 11-14-95 - - - 2,000,000 1,981,300 1,981,300 Donnelley, RR, Discount CP, due 11-16-95 - - - 1,000,000 995,242 995,242 Donnelley, RR, Discount CP, due 11-20-95 - - - 2,000,000 1,990,183 1,990,183 DuPont (E.I.) De Nemours & Co., Inc., Discount CP, due 11-8-94 1,065,000 1,060,148 1,060,148 - - - DuPont (E.I.) De Nemours & Co., Inc., Discount CP, due 11-9-94 500,000 497,986 497,986 - - - DuPont (E.I.) De Nemours & Co., Inc., Discount CP, due 11-15-94 1,500,000 1,487,729 1,487,729 - - - DuPont (E.I.) De Nemours & Co., Inc., Discount CP, due 11-18-94 2,000,000 1,987,949 1,987,949 - - - DuPont (E.I.) De Nemours & Co., Inc., Discount CP, due 11-9-95 - - - 1,500,000 1,496,450 1,496,450 DuPont (E.I.) De Nemours & Co., Inc., Discount CP, due 11-10-95 - - - 2,000,000 1,985,850 1,985,850 DuPont (E.I.) De Nemours & Co., Inc., Discount CP, due 11-17-95 - - - 2,000,000 1,985,750 1,985,750 DuPont (E.I.) De Nemours & Co., Inc., Discount CP, due 11-29-95 - - - 2,000,000 1,989,587 1,989,587 Exxon Credit Corp., Discount CP, due 11-1-94 2,000,000 1,984,200 1,984,200 - - - Exxon Credit Corp., Discount CP, due 11-9-94 1,000,000 998,029 998,029 - - - Exxon Credit Corp., Discount CP, due 11-10-94 575,000 573,944 573,944 - - - General Mills, Inc., Discount CP, due 11-18-94 2,075,000 2,066,648 2,066,648 - - - Heinz (H.J.) Co., Discount CP, due 11-23-94 2,000,000 1,983,462 1,983,462 - - - Heinz (H.J.) Co., Discount CP, due 11-13-95 - - - 500,000 496,406 496,406 IBM Credit Corp., Discount CP, due 12-1-94 950,000 945,456 945,456 - - - IBM Credit Corp., Discount CP, due 11-3-95 - - - 2,000,000 1,995,242 1,995,242 IBM Credit Corp., Discount CP, due 11-3-95 - - - 2,000,000 1,991,102 1,991,102 IBM Credit Corp., Discount CP, due 11-17-95 - - - 2,000,000 1,981,481 1,981,481 IBM Credit Corp., Discount CP, due 11-28-95 - - - 1,000,000 992,717 992,717 Minnesota Mining & Manufacturing Co., Discount CP, due 11-16-94 1,000,000 993,547 993,547 - - - Mobil Corp., Discount CP, due 11-15-94 500,000 497,822 497,822 - - - Penney, (J.C.) Funding Corp., Discount CP, due 11-28-94 360,000 358,386 358,386 - - - Penney, (J.C.) Funding Corp., Discount CP, due 12-6-94 1,500,000 1,490,704 1,490,704 - - - Penney, (J.C.) Funding Corp., Discount CP, due 12-9-94 2,000,000 1,987,800 1,987,800 - - - Penney, (J.C.) Funding Corp., Discount CP, due 11-14-95 - - - 1,000,000 994,924 994,924 Penney, (J.C.) Funding Corp., Discount CP, due 11-20-95 - - - 2,000,000 1,985,750 1,985,750 Pfizer, Inc., due 11-28-94 450,000 447,154 447,154 - - - Philip Morris, Discount CP, due 11-3-95 - - - 1,450,000 1,436,731 1,436,731 Procter & Gamble, Discount CP, due 11-22-95 - - - 2,000,000 1,982,172 1,982,172 Procter & Gamble, Discount CP, due 12-22-95 - - - 1,000,000 990,740 990,740 Progress Cap, Discount CP, due 12-7-95 - - - 1,000,000 992,984 992,984 Shell Oil Co. Series A, Discount CP, due 11-14-95 - - - 200,000 199,526 199,526 Southwestern Bell, Discount CP, due 11-4-94 495,000 493,600 493,600 - - - Texaco, Inc., Discount CP, due 11-1-94 1,500,000 1,490,896 1,490,896 - - - Texaco, Inc., Discount CP, due 11-9-94 3,075,000 3,061,127 3,061,127 - - - Texaco, Inc., Discount CP, due 11-18-94 1,000,000 993,788 993,788 - - - Texaco, Inc., Discount CP, due 11-22-94 2,000,000 1,987,018 1,987,018 - - - Texaco, Inc., Discount CP, due 12-16-94 2,000,000 1,984,103 1,984,103 - - - Texaco, Inc., Discount CP, due 1-4-95 2,000,000 1,974,635 1,974,635 - - - Texaco, Inc., Discount CP, due 11-10-95 - - - 3,000,000 2,990,809 2,990,809 Texaco, Inc., Discount CP, due 11-22-95 - - - 1,000,000 995,392 995,392 Toys 'R' Us, Discount CP, due 11-22-94 1,000,000 995,707 995,707 - - - US West Financial Services, Inc., Discount CP, due 11-1-95 - - - 1,500,000 1,478,974 1,478,974 Wal-Mart Stores, Inc., Discount CP, due 11-3-95 - - - 2,000,000 1,995,582 1,995,582 Wal-Mart Stores, Inc., Discount CP, due 11-6-95 - - - 275,000 274,695 274,695 Wal-Mart Stores, Inc., Discount CP, due 11-10-95 - - - 2,000,000 1,986,067 1,986,067 Wal-Mart Stores, Inc., Discount CP, due 11-14-95 - - - 1,900,000 1,885,861 1,885,861 Wal-Mart Stores, Inc., Discount CP, due 12-5-95 - - - 1,500,000 1,487,052 1,487,052 Weyerhaeuser Mortgage Co., Discount CP, due 11-4-94 1,000,000 995,900 995,900 - - - Weyerhaeuser Mortgage Co., Discount CP, due 11-18-94 1,195,000 1,190,030 1,190,030 - - - Weyerhaeuser Mortgage Co., Discount CP, due 11-29-94 1,500,000 1,492,942 1,492,942 - - - Weyerhaeuser Mortgage Co., Discount CP, due 12-13-94 829,000 823,682 823,682 - - - Weyerhaeuser Mortgage Co., Discount 11-28-95 - - - 3,000,000 2,984,088 2,984,088 Xerox Corporation, Discount CP, due 11-10-95 - - - 1,875,000 1,857,577 1,985,484 Xerox Corporation, Discount CP, due 12-12-95 - - - 2,000,000 1,985,484 1,857,577 ___________ ___________ ___________ ___________ Total Commercial Paper $57,583,776 $57,583,776 $66,013,975 $66,013,975 =========== =========== =========== =========== SHORT-TERMMONEY MARKET FUND Fund-1994, 1.2%; 1995, 1.6%: Short-Term Money $2,765,477 $2,765,477 $4,140,195 $4,140,195 Market Fund of UMB Bank, ========== ========== ========== ========== N.A. Total Investments Held $193,586,896 $231,541,980 $232,205,455 262,319,073 ============ ============ ============ ===========
UMB Bank, N.A. Fund for Pooling Equity Investments of Employee Trusts Statements of Operations
Year ended October 31, 1993 1994 1995 Investment income Interest $ 1,476,070 $ 2,176,859 $ 3,855,343 Dividends 4,042,302 4,780,224 5,407,364 ____________ ----------- ___________ Total investment income 5,518,372 6,957,083 9,262,707 Audit expense 9,735 10,425 11,184 Foreign taxes 20,080 20,851 6,772 ____________ ___________ ___________ Net investment income 5,488,557 6,925,807 9,244,751 Realized and unrealized gain (loss) on investments Realized gain on investments sold, matured or redeemed: Proceeds 528,857,444 649,102,264 725,215,369 Cost of investments 516,733,002 634,879,985 694,333,687 ____________ ___________ ___________ Net realized gain on investments sold, matured or redeemed 12,124,442 14,222,279 30,881,682 Other realized gain 2,545 --- --- Unrealized gain (loss) on investments: Beginning of year 41,739,318 44,825,385 37,955,084 End of year 44,825,385 37,955,084 30,113,618 ____________ ___________ ___________ Net unrealized gain (loss) on investments 3,086,067 (6,870,301) (7,841,466) Net realized and unrealized gain on investments 15,213,054 7,351,978 23,040,216 ____________ ___________ ___________ Net increase in net assets resulting from operations $ 20,701,611 $14,277,785 $32,284,967 ============ =========== =========== Total expense as a percent of net investment income 00.54% 00.45% 00.19% =========== ========== ===========
See notes to financial statements.
UMB Bank, N.A. Fund for Pooling Equity Investments of Employee Trusts Statements of Participants' Interest Year ended October 31, 1993 1994 1995 Units Amount Units Amount Units Amount Participants' interest at beginning of year 3,441,145 $162,656,480 4,007,990 $211,892,704 4,117,128 $232,073,838 From investment activities Net investment income 5,488,557 6,925,807 9,244,751 Net realized gain on investments sold, matured or redeemed 12,124,442 14,222,279 30,881,682 Other realized gain 2,545 ----- ----- Net unrealized gain (loss) on investments 3,086,067 ( 6,870,301) (7,841,466) ____________ ____________ ____________ Net increase from investment activities 20,701,611 14,277,785 32,284,967 ____________ ___________ ___________ From participating unit transactions Issuance of units 1,006,915 50,909,684 765,970 41,462,013 600,575 35,970,886 Redemption of units ( 440,070) (22,375,071) (656,832) (35,558,664) (635,453) ( 37,777,983) __________ ____________ _________ ____________ _________ _____________ Net increase (decrease) from participating unit transactions 566,845 28,534,613 109,138 5,903,349 ( 34,878) ( 1,807,097) __________ ____________ ____________ ________ _____________ Participants' interest at end of year 4,007,990 $211,892,704 4,117,128 $232,073,838 4,082,250 $262,551,708 ========== ============ ========= ============ ========= ============ Net asset value per participating unit $52.87 $56.37 $64.32 ============ =========== ============ See notes to financial statements.
UMB Bank, N.A. Fund for Pooling Debt Investments of Employee Trusts Statement of Assets and Liabilities October 31, 1994 1995 Cost Market Cost Market Investments: United States Government and Agency Obligations $ 94,136,736 $ 90,730,464 $ 78,652,888 $ 80,488.586 Corporate Nonconvertible Securities 67,058,914 63,304,548 79,563,147 80,960,317 Short-Term Money Market Fund 3,937,550 3,937,550 1,087,960 1,087,960 ____________ ____________ ____________ ____________ $165,133,200 157,972,562 $159,303,995 162,536,863 ============ ============ Interest receivable 2,695,465 2,655,057 --- 985,699 ____________ ____________ Receivable for securities sold 160,668,027 166,177,619 Liabilities Audit fee payable 10,425 11,212 Payable for securities purchased --- 1,843,137 ____________ ____________ Participants' interest, equivalent to $51.03 per unit on 3,148,300 units outstanding in 1994, $58.17 per unit on 2,825,108 units outstanding in 1995 $160,657,602 $164,323,270 ============ ============
See notes to financial statements.
UMB Bank, N.A. Fund for Pooling Debt Investments of Employee Trusts Statements of Investments Held October 31, 1994 1995 Value of Units* Cost Market Cost Market United States Government and Agency Obligations - 1994, 57.4%; 1995, 49.5% United States Treasury Notes, 7.875%, due 2/15/96 1,035,000 $ 1,030,795 $ 1,052,471 $ --- $ --- United States Treasury Notes, 7.5%, due 2/29/96 500,000 498,203 506,405 --- --- United States Treasury Notes, 7.375%, due 5/15/96 2,500,000 2,449,687 2,526,575 --- --- United States Treasury Notes, 7.875%, due 7/31/96 5,000,000 5,280,469 5,095,300 --- --- United States Treasury Notes, 7.875%, due 7/31/96 2,700,000 --- --- 2,851,453 2,744,712 United States Treasury Notes, 8.0%, due 10/15/96 2,500,000 2,498,047 2,553,125 2,498,047 2,555,475 United States Treasury Notes, 7.25%, due 11/15/96 1,500,000 1,456,328 1,511,250 --- --- United States Treasury Notes, 8.5%, due 5/15/97 750,000 749,883 775,080 --- --- United States Treasury Notes, 5.5%, due 7/31/97 1,750,000 1,739,883 1,682,188 1,739,883 1,746,167 United States Treasury Notes, 6.5%, due 8/15/97 565,000 564,801 556,700 564,801 573,125 United States Treasury Notes, 6.0%, due 11/30/97 500,000 495,469 483,750 495,469 503,595 United States Treasury Notes, 6.0%, due 12/31/97 1,500,000 1,448,672 1,449,840 1,448,672 1,511,250 United States Treasury Notes, 8.125%, due 2/15/98 3,000,000 2,995,781 3,076,890 2,995,781 3,155,640 United States Treasury Notes, 5.125%, due 4/30/98 3,500,000 3,498,327 3,269,210 3,498,327 3,455,165 United States Treasury Notes, 5,125%, due 500,000 499,609 465,000 499,609 493,125 6/30/98 United States Treasury Notes, 5.25%, due 7/31/98 5,000,000 4,995,650 4,660,950 4,995,650 4,943,750 United States Treasury Notes, 7.125%, due 10/15/98 1,500,000 1,493,672 1,489,695 --- --- United States Treasury Notes, 5.125%, due 11/30/98 1,500,000 --- --- 1,420,898 1,475,625 United States Treasury Notes, 7.0%, due 4/15/99 2,000,000 1,998,750 1,968,760 1,998,750 2,076,260 United States Treasury Notes, 8.0%, due 8/15/99 9,000,000 8,888,047 9,202,500 --- --- United States Treasury Notes, 8.0%, due 8/15/99 5,000,000 --- --- 4,907,812 5,371,900 Untied States Treasury Notes, 7.5%, due 10/31/99 500,000 --- --- 494,219 530,000 United States Treasury Notes, 5.5%, due 4/15/00 3,000,000 2,987,656 2,734,680 2,987,656 2,969,070 United States Treasury Notes, 7.75%, due 2/15/01 500,000 491,563 504,065 --- --- United States Treasury Notes, 6.25%, due 2/15/03 4,250,000 4,463,420 3,867,500 --- --- United States Treasury Notes, 5.75%, due 8/15/03 1,000,000 995,313 872,190 --- --- United States Treasury Notes, 5.75%, due 8/15/03 5,250,000 --- --- 5,092,578 5,177,812 United States Treasury Notes, 5,875%, due 2/15/04 1,000,000 918,594 875,000 --- --- United States Treasury Notes, 5,875%, due 2/15/04 1,625,000 --- --- 1,519,668 1,612,812 United States Treasury Securities Stripped Coupon, 0.0%, due 5/15/98 2,500,000 2,074,925 1,941,400 --- --- United States Treasury Securities Stripped Coupon, 0.0%, due 2/15/99 1,000,000 815,510 731,880 --- --- United States Treasury Securities Stripped Coupon, 0.0%, due 8/15/99 1,000,000 788,873 704,060 --- --- United States Treasury Securities Stripped Coupon, 0.0%, due 8/15/01 3,000,000 2,056,793 1,795,320 --- --- United States Treasury Stripped Coupon, 0.0%, due 8/15/02 3,270,000 1,970,879 1,797,486 1,976,324 1,976,324 Federal Home Loan Bank, 4.73%, due 12/23/96 1,000,000 1,000,000 955,400 --- --- Federal Home Loan Bank, 3.0%, due 9/14/98 2,000,000 --- --- 2,000,000 1,805,000 Federal Home Loan Bank, 6.0%, due 9/14/98 2,000,000 2,000,000 1,890,000 --- --- Federal Home Loan Bank, 6.33%, due 9/28/98 1,000,000 --- --- 1,000,000 1,001,880 Federal Home Loan Bank, 7.26%, due 9/6/01 500,000 497,813 483,125 497,813 530,000 Federal Home Loan Bank, 5.44%, due 10/15/03 1,000,000 908,790 835,000 908,790 949,060 Federal Home Loan Mortgage, 7.23%, due 950,000 --- --- 950,000 979,098 5/23/05 Federal Home Loan 1,000,000 998,437 898,130 998,437 999,380 Mortgage, 6.55%, due 4/2/03 Federal National Mortgage Association Bonds, 6.20%, due 6/17/97 1,350,000 1,349,271 1,322,190 1,349,271 1,365,525 Federal National Mortgage Association Bonds, 5.1%, due 7/22/98 3,000,000 3,000,938 2,757,180 3,000,938 2,928,750 Federal National Mortgage Association Bonds, 8.7%, due 6/10/99 750,000 750,000 780,938 750,000 816,562 Federal National Mortgage Association Bonds, 8.35%, due 11/10/99 1,600,000 1,590,031 1,643,504 1,590,031 1,733,504 Federal National Mortgage Association Bonds, 6.1%, due 2/10/00 500,000 499,531 465,625 499,531 502,500 Federal National Mortgage Association Bonds, 7.55%, due 4/22/02 1,000,000 1,000,000 976,560 1,000,000 1,075,310 Federal National Mortgage Association Bonds, 6.8%, due 1/10/03 250,000 249,648 231,173 249,648 259,298 Federal Natinoal Mortgage Association Bonds, 5.93%, due 9/26/03 1,000,000 1,000,000 859,000 1,000,000 962,100 Federal National Mortgage Association Bonds, 5.45%, due 10/14/03 1,000,000 999,531 834,690 999,531 948,130 Federal National Mortgage Association Bonds, 5.80%, due 12/10/03 1,000,000 996,875 853,750 996,875 958,750 Federal National Mortgage Association Bonds, 7.65%, due 3/10/05 250,000 --- --- 249,726 272,890 Federal National Mortgage Association Bonds, 7.76%, due 5/5/05 275,000 --- --- 275,000 289,328 Federal National Mortgage Association Bonds, 6.35%, due 6/10/05 250,000 --- --- 245,938 250,548 Government National Mortgage Association Pools, 8.5%, due 7/20/01 20,949 21,174 21,154 --- --- Government National Mortgage Association Pools, 8.5%, due 7/20/01 16,637 --- --- 16,816 17,195 Government National Mortgage Association Pools, 8.5%, due 9/20/01 70,838 70,804 71,531 --- --- Government National Mortgage Association Pools, 8.5%, due 9/20/01 56,846 --- --- 56,818 58,751 Government National Mortgage Association Pools, 8.5%, due 12/15/01 118,320 115,068 120,438 --- --- Government National Mortgage Association Pools, 8.5%, due 12/15/01 100,133 --- --- 97,381 104,307 Government National Mortgage Association Pools, 9.0%, due 12/20/01 48,207 48,296 49,596 --- --- Government National Mortgage Association Pools, 9.0%, due 12/20/01 36,558 --- --- 36,625 38,161 Government National Mortgage Association Pools, 8.0%, due 1/20/02 48,332 45,731 47,949 --- --- Government National Mortgage Association Pools, 8.0%, due 1/20/02 38,696 --- --- 36,614 39,690 Government National Mortgage Association Pools, 8.25%, due 3/15/02 278,549 277,323 282,953 --- --- Government National Mortgage Association Pools, 8.25%, due 3/15/02 236,475 --- --- 235,434 247,764 Government National Mortgage Association Pools, 8.0%, due 5/20/02 160,632 153,078 159,313 --- --- Government National Mortgage Association Pools, 8.0%, due 5/20/02 129,979 --- --- 123,866 133,325 Government National Mortgage Association Pools, 7.5%, due 6/20/02 366,401 332,283 357,061 --- --- Government National Mortgage Association Pools, 7.5%, due 6/20/02 300,907 --- --- 272,887 305,417 Government National Mortgage Association Pools, 10.5%, due 2/20/03 73,184 73,833 78,039 --- --- Government National Mortgage Association Pools, 10.5%, due 2/20/03 59,500 --- --- 60,028 62,513 Government National Mortgage Association Pools, 10.0%, due 3/20/03 56,276 56,377 59,706 --- --- Government National Mortgage Association Pools, 10.0%, due 3/20/03 48,172 --- --- 48,259 50,276 Government National Mortgage Association Pools, 9.5%, due 6/20/03 108,615 107,826 112,941 --- --- Government National Mortgage Association Pools, 9.5%, due 6/20/03 98,715 --- --- 97,997 103,091 Government National Mortgage Association Pools, 9.5%, due 10/15/08 248,692 245,505 260,883 --- --- Government National Mortgage Association Pools, 9.5%, due 10/15/08 183,125 --- --- 180,779 192,835 Israel State, United States Government Guaranteed Bond, 5.25%, 1,000,000 1,007,344 931,100 1,007,344 984,000 due 3/15/98 Israel State, United States Government 1,000,000 994,230 897,000 994,230 963,400 Guaranteed Bond, 5.25%, due 9/15/00* Small Business Administration Pools, 5.75%, due 1/1/04 707,775 707,775 658,673 --- --- Small Business Administration Pools, 5.75%, due 1/1/04 636,232 --- --- 636,232 620,326 Small Business Administration Pools, 8.2%, due 2/10/05 500,000 --- --- 499,141 516,250 Small Business Administration Pools, 7.35%, due 8/1/05 250,000 --- --- 250,000 253,750 Small Business Administration Pools, 8.8%, due 8/1/09 372,659 372,659 347,505 --- --- Small Business Administration Pools, 8.8%, due 8/1/09 341,782 --- --- 341,782 367,415 Small Business Administration Pools, 9.05%, due 9/1/09 508,697 508,697 504,087 --- --- Small Business Administration Pools, 9.05%, due 9/1/09 482,001 --- --- 482,001 524,176 Small Business Administration Pools, 9.1%, due 10/1/09 939,084 923,301 931,454 --- --- Small Business Administration Pools, 9.1%, due 10/1/09 859,639 --- --- 843,856 937,007 Small Business Administration Pools, 8.85%, due 11/1/09 711,684 711,684 697,895 --- --- Small Business Administration Pools, 8.85%, due 11/1/09 656,237 --- --- 656,237 708,736 Small Business Administration Pools, 8.7%, due 12/1/09 1,052,471 1,042,971 991,296 --- --- * Small Business Administration Pools, 8.7%, due 12/1/09 958,000 --- --- 948,500 1,039,430 Small Business Administration Pools, 8.8%, due 1/1/10 412,572 412,572 380,211 --- --- Small Business Administration Pools, 8.8%, due 1/1/10 373,856 --- --- 373,856 398,156 Small Business Administration Pools, 9.45%, due 2/1/10 432,934 432,934 407,229 --- --- Small Business Administration Pools, 9.45%, due 2/1/10 409,329 --- --- 409,329 448,215 Small Business Administration Pools, 9.5%, due 4/1/10 717,897 717,449 682,451 --- --- Small Business Administration Pools, 9.5%, due 4/1/10 659,776 --- --- 659,363 724,104 Small Business Administration Pools, 9.65%, due 5/1/10 652,832 652,832 614,886 --- --- Small Business Administration Pools, 9.65%, due 5/1/10 571,730 --- --- 571,730 633,191 Small Business Administration Pools, 9.25%, due 6/1/10 587,753 587,753 558,733 --- --- Small Business Administration Pools, 9.25%, due 6/1/10 479,604 --- --- 479,604 523,968 Small Business Administration Pools, 8.625%, due 2/1/11 264,838 264,838 265,417 --- --- Small Business Administration Pools, 8.625%, due 2/1/11 256,512 --- --- 256,512 285,138 Small Business Administration Pools, 8.95%, due 6/1/11 463,527 463,527 469,176 --- --- Small Business Administration Pools, 8.95%, due 6/1/11 421,308 --- --- 421,308 454,464 Small Business Administration Pools, 9.15%, due 7/1/11 635,622 635,622 655,485 --- --- Small Business Administration Pools, 9.15%, due 7/1/11 610,543 --- --- 610,543 665,491 Small Business Administration Pools, 8.85%, due 8/1/11 269,949 278,047 273,323 --- --- Small Business Administration Pools, 8.85%, due 8/1/11 253,950 --- --- 261,569 272,362 Small Business Administration Pools, 8.6%, due 9/1/11 207,675 210,790 208,129 --- --- Small Business Administration Pools, 8.6%, due 9/1/11 199,165 --- --- 202,153 221,193 Small Business Administration Pools, 8.25%, due 11/1/11 454,553 454,553 446,456 --- --- Small Business Administration Pools, 8.25%, due 11/1/11 438,748 --- --- 438,748 473,979 Small Business Administration Pools, 7.6%, due 1/1/12 903,362 903,362 868,074 --- --- Small Business Administration Pools, 7.6%, due 1/1/12 1,316,017 --- --- 1,302,060 1,343,259 Small Business Administration Pools, 7.4%, due 8/1/12 940,763 940,763 950,171 --- --- Small Business Administration Pools, 7.4%, due 8/1/12 906,183 --- --- 906,183 930,378 Small Business Administration Pools, 7.05%, due 9/1/12 936,686 936,686 946,346 --- --- Small Business Administration Pools, 7.05%, due 9/1/12 880,335 --- --- 880,335 869,331 Small Business Administration Pools, 7.55%, due 11/1/12 477,638 477,638 497,938 --- --- Small Business Administration Pools, 7.55%, due 11/1/12 465,577 --- --- 465,577 472,561 Small Business Administration Pools, 7.45%, due 12/1/12 236,322 236,322 248,655 --- --- Small Business Administration Pools, 7.45%, due 12/1/12 228,793 --- --- 228,793 231,081 Small Business Administration Pools, 8.15%, due 2/1/15 986,647 --- --- 986,647 1,035,980 Alaska State Housing Finance Corp., 9.25%, due 6/1/01 725,000 728,625 741,675 728,625 738,500 _________ ___________ __________ __________ _________ Total United States Government and Agency Obligations $94,136,736 $90,730,464 $78,652,888 $80,488,586 ============ ============ ============ =========== Corporate Nonconvertible Securities - 1994, 40.1%; 1995, 49.8%: Consumer Nondurables - 1994, 1.9%; 1995, 3.6%: Beverages: PepsiCo, Inc., 7.625%, due 11/1/98 750,000 $ 748,185 $ 748,350 $ 748,185 $ 781,875 Cosmetics: Gillette Co., 6.25%, due 8/15/03 2,000,000 --- --- 1,954,760 1,990,600 Food: Archer Daniels Midland Co., 6.25%, due 5/15/2003 250,000 --- --- 247,623 248,225 Campbell Soup Co., 9.0%, due 11/1/97 500,000 498,700 521,550 498,700 529,400 General Mills, Inc., 6.76%, due 2/5/97 500,000 499,250 494,550 --- --- McDonald's Corp., 8.75%, due 11/15/00 1,200,000 1,198,032 1,245,000 1,198,032 1,327,812 Sara Lee Corp., 6.45%, due 9/26/05 1,000,000 --- --- 1,000,000 964,500 __________ __________ __________ __________ Total Food 2,195,982 2,261,100 4,899,115 5,060,537 __________ __________ __________ __________ Total Consumer Nondurables $2,944,167 $3,009,450 $5,647,300 $5,842,412 ========== =========== ========== ========== Services - 1994, 4.6%; 1995, 6.6%: Retail: Albertson's, Inc., 6.18%, due 3-22-00 1,000,000 $ 1,000,000 $ 910,500 $ 1,000,000 $ 983,800 Albertson's, Inc., 6.375%, due 6-1-00 825,000 --- --- 825,000 835,230 Dillard Department Stores, Inc., 8.5%, due 6-15-96 500,000 498,325 509,650 --- --- Dillard Department Stores, Inc., 6.875%, due 6-1-05 825,000 --- --- 818,252 838,241 Kmart, 8%, due 12-13-01 1,250,000 1,250,000 1,228,375 1,250,000 1,335.750 Limited, Inc., 9.125%, due 2-1-01 500,000 496,450 523,100 --- --- Penney J.C., Inc., 5.375%, due 11-15-98 1,000,000 997,180 923,000 997,180 975,300 Penney J.C., Inc., 6.125%, due 11-15-03 2,000,000 1,986,000 1,732,800 --- --- Penney J.C., Inc., 6.125%, due 11-15-03 2,500,000 --- --- 2,444,520 2,452,000 Wal-Mart Stores, Inc., 6.125%, due 10-1-99 1,000,000 979,670 932,400 959,230 1,000,800 Wal-Mart Stores, Inc., 6.5%, due 6-1-03 1,000,000 --- --- 1,000,500 1,007,700 ___________ _________ ___________ __________ Total Retail 7,207,625 6,759,825 9,294,682 9,428,821 ___________ _________ ___________ __________ Health Care: Lilly, Eli & Company, 6.25%, due 3/15/03 850,000 --- --- 789,420 853,740 Pfizer, Inc., 6.5%, due 2-1-97 500,000 499,845 495,000 499,845 504,000 ___________ ___________ _________ ___________ __________ Total Service $ 7,707,470 $ 7,255,225 $10,583,947 $10,786,561 =========== =========== =========== =========== Consumer Durables - 1994, 2.2%; 1995, 2.0%: Building: Armstrong World Industries, Inc., 8.9%, due 12-30-97 500,000 $ 499,500 $ 513,050 $ --- $ --- Illinois Tool Works Inc., 5.875%, due 3-1-00 2,005,000 2,003,912 1,836,580 2,003,912 1,975,928 Weyerhaeuser Co., 8.53%, due 4-21-97 335,000 335,000 341,398 --- --- Weyerhaeuser Co., 8.53%, due 4-21-97 250,000 --- --- 250,000 257,950 __________ __________ __________ _________ Total Building 2,838,412 2,691,028 2,253,912 2,233,878 __________ __________ __________ _________ Furniture: Leggett & Platt, Inc., 6.1%, due 9-9-03 1,000,000 1,000,000 862,680 1,000,000 961,940 ___________ ___________ ___________ _________ Total Consumer Durables $ 3,838,412 $ 3,553,708 $ 3,253,912 $ 3,195,818 =========== =========== =========== ============ Capital Goods - 1994, 1.5%; 1995, 0.3%: Office Equipment: Avery Dennison Corp., 8.22%, due 8-15-96 500,000 $ 499,885 $ 507,300 $ 499,885 $ 507,750 IBM Credit Corp., 7.25%, due 11-1-02 2,000,000 1,961,127 1,890,000 --- --- ___________ ___________ __________ __________ Total Capital Goods $ 2,461,012 $ 2,397,300 $ 499,885 $ 507,750 =========== =========== ========== ========== Basic Materials - 1994, 1.9%; 1995, 2.5%: Chemicals: DuPont, (E.I.) De Nemours & Co., Inc., 9.15%, due 4-15-00 250,000 $ 244,425 266,550 $ 244,425 $ 278,900 DuPont, (E.I.) De Nemours & Co., Inc., 6.21%, due 10/11/00 500,000 --- --- 500,000 501,850 Metals: Aluminum Co. of America, 5.75%, due 2-1-01 1,000,000 --- --- 970,080 985,000 Oil and Gas: Amoco Canada Petroleum Co., 7.25%, due 12-1-02 715,000 712,469 681,467 712,469 754,468 BP America, Inc., 8.875%, due 12-1-97 1,000,000 995,600 1,036,300 --- --- Dresser Industries, Inc., 6.25%, due 6-1-00 500,000 --- --- 494,780 500,750 __________ __________ _________ _________ Total Oil and Gas 1,952,494 1,984,317 2,921,754 3,020,968 __________ __________ _________ _________ Paper and Forestry Products: International Paper Co., 8.05%, due 3-25-99 1,000,000 1,001,000 989,700 1,001,000 1,056,100 __________ __________ __________ _________ Total Basic Materials $2,953,494 $2,974,017 $3,922,754 $4,077,068 ========== ========== ========== ========== Transportation - 1994, 3.2%; 1995, 3.8%: Aerospace: Boeing Co., 6.35%, due 6-15-03 500,000 $ --- $ --- $ 499,350 $ 500,200 Railroad: Norfolk & Western Railway Co., Equip. Trust Certificate, 8.125%, due 11-15-02 1,320,000 1,291,094 1,318,020 1,291,094 1,457,808 Southern Railway Co., Equip. Trust Series 1988- 1, 8.75%, due 10-15-95 500,000 494,860 511,400 --- --- Union Pacific Corp., 6.25%, due 3-15-99 1,000,000 1,000,000 932,900 1,000,000 1,000,500 Union Pacific Corp., 7.875%, due 2-15-02 1,000,000 1,000,000 970,600 1,000,000 1,075,700 Union Pacific Railroad Co., Equip. Trust No. 2 Series 88, 9.0%, due 6-15-99 400,000 396,436 421,520 396,436 439,280 Union Pacific Railroad Co., 6.15%, due 4-1-03 750,000 --- --- 725,520 746,850 ___________ _________ _________ _________ Total Railroad 4,182,390 4,154,440 4,413,050 4,720,138 ___________ _________ _________ _________ Trucking: Yellow Corporation, 5.7%, due 10-5-00 1,000,000 1,000,000 892,650 1,000,000 954,610 ___________ __________ _________ _________ Total Transportation $5,182,390 $5,047,090 $5,912,400 $6,174,948 ========== ========== ========== ========== Utilities - 1994, 21.2%; 1995, 26.3%: Communication: American Telephone & Telegraph Co., 7.0%, due 5-15-05 1,000,000 $ --- $ --- $ 991,510 $ 1,040,800 BellSouth Tele- Communications, 6.25%, due 5-15-03 1,500,000 1,493,355 1,321,875 1,493,355 1,498,200 Bell Telephone of Pennsylvania, 6.125%, due 3-15-03 1,000,000 989,000 880,500 989,000 982,800 GTE California, Inc., 5.625%, due 2-1-01 1,500,000 1,482,885 1,331,550 1,482,885 1,456,500 GTE California, Inc., 6.75%, due 3-15-04 1,850,000 1,793,929 1,665,555 1,793,929 1,862,765 New York Telephone Co., 5.875%, due 9-1-03 700,000 690,585 587,125 690,585 671,790 Pacific Bell Telephone Co., 7.25%, due 7-1-02 750,000 746,962 715,312 746,962 786,900 Southern New England Telephone, 7.0%, due 8-15-05 750,000 --- --- 742,035 774,000 Southwestern Bell Telephone Co., 6.125%, due 3-12-01 500,000 --- --- 500,000 492,100 Southwestern Bell Telephone Co., 5.77%, due 10-14-03 500,000 500,000 426,200 500,000 475,000 Southwestern Bell Telephone Co., 5.75%, due 9-1-04 1,000,000 996,430 838,000 996,430 948,800 United Telephone Company of Florida, 6.25%, due 5-15-03 1,500,000 1,487,925 1,318,050 1,487,925 1,474,350 US West Communications, 6.375%, due 10-15-02 250,000 --- --- 249,300 250,900 __________ __________ __________ __________ Total Communications 10,181,071 9,084,167 12,663,916 12,714,905 __________ _________ __________ __________ Electric: Alabama Power Co., 6.85%, due 8-1-02 975,000 $ 960,375 $ 896,318 $ 960,375 $ 985,433 Carolina Power & Light, 5.0%, due 9-15-98 1,500,000 1,497,555 1,364,550 1,497,555 1,453,800 Delmarva Power & Light Co., 7.5%, due 5-1-99 1,000,000 995,140 981,400 995,140 1,038,800 Duke Power Co., 7.0%, due 6-1-00 2,500,000 2,425,825 2,399,000 2,425,825 2,555,500 Emerson Electric Co., 6.3%, due 11-1-05 1,850,000 --- --- 1,843,135 1,833,720 Florida Power & Light Company, 5.7%, due 3-5-98 1,000,000 1,000,000 943,000 1,000,000 997,700 Florida Power & Light Company, 5.5%, due 7-1-99 1,000,000 987,500 912,300 987,500 985,000 Florida Power & Light Company, 5.375%, due 4-1-00 1,000,000 997,020 887,400 997,020 977,200 Georgia Power Co., 6.125%, due 9-1-99 1,000,000 983,620 932,500 983,620 996,400 Idaho Power Co., 6.4%, due 5-1-03 1,500,000 1,497,795 1,330,500 1,497,795 1,495,500 Kansas City Power & Light Co., 5.6%, due 3-10-98 750,000 750,000 707,850 750,000 743,775 Kansas City Power & Light Co., 7.15%, due 5-14-99 1,000,000 --- --- 1,000,000 1,028,100 Kansas City Power & Light Co., 6.5%, due 2-14-00 1,000,000 1,000,000 938,300 1,000,000 1,004,400 Kansas City Power & Light Co., 6.5%, due 1-2-01 1,000,000 1,000,000 926,200 1,000,000 998,900 Kansas City Power & Light Co., 6.65%, due 6-6-02 950,000 --- --- 950,000 954,180 Monogahela Power Company, 5.625%, due 4-1-00 2,500,000 2,447,475 2,249,500 2,447,475 2,452,750 Southern California Edison Co., 6.125%, due 7-15-97 2,500,000 2,485,937 2,437,500 2,485,937 2,509,000 Southern California Edison Co., 6.25%, due 6-15-03 250,000 250,000 218,475 250,000 247,000 Union Electric Co., 6.75%, due 10-15-99 1,000,000 995,480 954,000 995,480 1,019,700 ___________ ___________ __________ ___________ Total Electric: 20,273,722 19,078,793 24,066,857 24,276,858 ___________ ___________ __________ ___________ Gas: Northern Illinois Gas Co., 5.5%, due 2-1-97 1,000,000 994,980 966,400 994,980 994,900 Northwest Natural Gas Co., 5.98%, due 12-15-00 1,000,000 1,000,000 887,900 1,000,000 962,000 Southern California Gas Co., 6.5%, due 12-15-97 1,000,000 999,400 978,750 999,400 1,009,500 ___________ ___________ ___________ ___________ Total Gas 2,994,380 2,833,050 2,994,380 2,966,400 ___________ ___________ ___________ ___________ Diversified: Baltimore Gas & Electric Co., 6.5%, due 2-15-03 1,000,000 988,450 896,900 988,450 1,005,000 Consolidated Edison Co. of New York, 6.625%, due 2-1-02 750,000 742,358 684,375 742,358 757,725 Pacific Gas & Electric Co., 6.25%, due 3-1-04 1,000,000 1,000,000 864,000 1,000,000 974,600 ___________ ___________ __________ __________ Total Diversified 2,730,808 2,445,275 2,730,808 2,737,325 ___________ ___________ __________ __________ Total Utilities $36,179,981 $33,441,285 $42,455,961 $42,695,488 =========== =========== =========== =========== Finance - 1994, 3.0%; 1995, 4.1%: Chevron Canada Finance Ltd., 5.6%, due 4-1-98 1,250,000 $ 1,249,063 $ 1,180,750 $ 1,249,063 $ 1,242,125 Exxon Capital Corp., 7.875%, due 4-15-96 750,000 746,168 761,325 746,168 757,500 Nynex Capital Funding Co., 8.75%, due 12-1-04 2,000,000 --- --- 1,995,000 2,287,000 Southwestern Bell Capital Corp., 6.65%, due 7-14-98 975,000 975,000 943,313 975,000 989,527 Southwestern Bell Capital Corp. 7.25%, due 7-24-00 500,000 500,000 483,300 500,000 516,700 Southwestern Bell Capital Corp. 6.12%, due 3-12-01 500,000 500,000 454,150 --- --- Texaco Capital, Inc., 8.24%, due 10-15-01 500,000 500,500 501,950 500,500 543,500 U.S. West Capital Funding, Inc., 8.0%, due 10-15-96 350,000 327,107 354,865 327,107 356,720 __________ __________ __________ __________ Total Finance $4,797,838 $4,679,653 $6,292,838 $6,693,072 ========== ========== ========== ========== Other - 1994, 0.6%; 1995, 0.6%: Tambrands, Inc., 4.65%, due 1-21-97 1,000,000 $ 994,150 $ 946,820 $ 994,150 $ 987,200 ___________ ___________ ___________ ___________ Total Other $ 994,150 $ 946,820 $ 994,150 $ 987,200 =========== =========== =========== =========== Total Corporate Non- $67,058,914 $63,304,548 $79,563,147 $80,960,317 convertible Securities =========== =========== =========== ========== Short-Term Money Market Fund - 1994, 2.5%; 1995, 0.7%: Short-Term Money Market Fund of UMB Bank, N.A. 3,937,550 $ 3,937,550 $ 3,937,550 $ --- $ --- Short-Term Money Market Fund of UMB Bank, N.A. 1,087,960 --- --- 1,087,960 1,087,960 ___________ ___________ ___________ ___________ Total Short-Term Money Market Fund $ 3,937,550 $ 3,937,550 $ 1,087,960 $ 1,087,960 =========== =========== =========== =========== Total Investments Held $165,133,200 $157,972,562 $159,303,995 $162,536,863 ============ ============ ============ ============
UMB Bank, N.A. Fund for Pooling Debt Investments of Employee Trusts Statement of Operations Year ended October 31, 1993 1994 1995 Investment Income Interest $11,588,202 $11,260,248 $ 9,951,449 Audit expense 9,785 11,065 11,212 ___________ ___________ ___________ Net investment income 11,578,417 11,249,183 9,940,237 Realized and unrealized gain (loss) on investments Realized gain on investments sold, matured or redeemed: Proceeds 94,778,880 63,581,715 64,769,427 Cost of investments 93,236,777 63,147,715 64,508,442 ___________ ____________ __________ Net realized gain on investments sold, matured or redeemed 1,542,103 434,000 260,985 Unrealized gain (loss) on investments: Beginning of year 7,008,955 10,855,450 (7,160,638) End of year 10,855,450 (7,160,638) 3,232,868 __________ ____________ ___________ Net unrealized gain (loss) on investments 3,846,495 (18,016,088) 10,393,506 Net realized and unrealized gain (loss) on __________ ____________ ___________ investments 5,388,598 (17,582,088) 10,654,491 __________ ____________ ___________ Net income (decrease) in net assets resulting from operations $16,967,015 $(6,332,905) $20,594,728 =========== ============ =========== Total expense as a percent of net investment income 00.08% 00.10% 00.11% ======= ======== =========
See notes to financial statements.
UMB Bank, N.A. Fund for Pooling Debt Investments of Employee Trusts Statements of Participants' Interest Year ended October 31, 1993 1994 1995 Units Amount Units Amount Units Amount Participants' interest at beginning of year 3,014,894 $143,097,026 $3,386,320 $179,056,362 3,148,300 $160,657,602 From investment activities Net investment income 11,578,417 11,249,183 9,940,237 Net realized gain on investments sold, matured or redeemed 1,542,103 434,000 260,985 Net unrealized gain (loss) on investments 3,846,495 (18,016,088) 10,393,506 ____________ ____________ __________ Net increase (decrease) from investment activities 16,967,015 (6,332,905) 20,594,728 ____________ ___________ ___________ From participating unit transactions Issuance of units 821,648 41,580,752 475,749 24,842,643 397,916 21,483,446 Redemption of units (45,222) (22,588,431) (713,769) (36,908,498) (721,108) (38,412,506) _________ ____________ ___________ ____________ __________ ____________ Net increase (decrease) from participating unit transactions 371,426 18,992,321 (238,020) (12,065,855) (323,192) (16,929,060) _________ ___________ ___________ ____________ __________ ____________ Participants' interest at end of year 3,386,320 $179,056,362 3,148,300 $160,657,602 2,825,108 $164,323,270 ========= ============ ============ ============ ========= ============ Net asset value per participating unit $52.88 $51.03 $58.17 ========= ======== =========
see notes to financial statements.
UMB Bank, N.A. Pooled Income Fund for Employee Trusts Statements of Assets and Liabilities October 31 1994 1995 Cost Market Cost Market Assets Investments: United States Government and Agency Obligations $27,431,607 $27,384,419 $23,088,048 $23,093,688 Commercial Paper and Banker's Acceptance 30,560,098 30,560,098 36,648,284 36,648,284 Short-Term Money Market Fund 2,153,917 2,153,917 5,585,759 5,585,759 ___________ ___________ ___________ ___________ $60,145,622 60,098,434 $65,322,091 65,327,731 =========== =========== Interest receivable 433,490 411,057 ___________ ___________ 60,531,924 65,738,788 Liabilities Audit fee payable 4,056 4,056 ___________ ___________ Participants' interest, equivalent to $44.69 per unit on 1,354,317 units outstanding in 1994, $47.41 per unit on 1,386,619 units outstanding in 1995 $60,527,868 $65,734,732 =========== ===========
See notes to financial statements.
UMB Bank, N.A. Pooled Income Fund for Employee Trusts Statements of Investments Held October 31, 1994 1995 Value or Cost Market Cost Market Units* United States Government and Agency Obligations- 1994, 45.6%; 1995, 35.3% Federal Agriculture Mortgage, Discount Notes, due 11/6/95 3,000,000 $ --- $ --- $ 2,975,863 $ 2,975,863 Federal Farm Credit Banks, Discount Notes, due 12/5/94 1,950,000 1,929,896 1,929,896 --- --- Federal Farm Credit Banks, Discount Notes, due 12/20/94 2,000,000 1,980,450 1,980,450 --- --- Federal Farm Credit Banks, 3.83%, due 3/1/95 3,000,000 2,990,157 2,981,250 --- --- Federal Farm Credit Banks, Discount Notes, due 12/1/95 3,000,000 --- --- 2,966,542 2,966,542 Federal Home Loan Banks, Discount Notes, due 12/8/94 2,000,000 1,959,417 1,959,417 --- --- Federal Home Loan Banks, Discount Notes, due 1/6/95 3,000,000 2,959,235 2,959,235 --- --- Federal Home Loan Banks, Discount Noes, due 1/12/95 1,000,000 975,921 975,921 --- --- Federal Home Loan Banks, Discount Notes, due 2/22/95 2,000,000 1,949,166 1,949,166 --- --- Federal Home Loan Banks, Discount Notes, due 11/9/95 1,000,000 --- --- 996,409 996,409 Federal Home Loan Banks, Discount Notes, due 11/22/95 865,000 --- --- 852,890 852,890 Federal Home Loan Banks, Discount Notes, due 12/6/95 1,000,000 --- --- 991,320 991,320 Federal Home Loan Banks, 6%, due 10/16/96 3,000,000 --- --- 3,000,000 3,005,640 Federal Home Loan Mortgage Corp., Discount Notes, due 1/26/95 2,000,000 1,972,374 1,972,374 --- --- Federal Home Loan Mortgage Corp., Discount Notes, due 11/27/95 2,000,000 --- --- 1,975,200 1,975,200 Federal Home Loan Mortgage Corp., Discount Notes, due 12/4/95 3,000,000 --- --- 2,953,456 2,953,456 Federal National Mortgage Association, Discount Notes, due 11/29/94 2,000,000 1,950,389 1,950,389 --- --- Federal National Mortgage Association, Discount Notes, due 12/16/94 2,000,000 1,953,489 1,953,489 --- --- Federal National Mortgage Association, Discount Notes, due 11/29/95 3,600,000 --- --- 3,553,935 3,553,935 United States Treasury Bills, due 2/9/95 2,000,000 1,926,231 1,926,231 --- --- United States Treasury Bills, due 6/29/95 1,000,000 948,423 948,423 --- --- United States Treasury Bills, due 7/27/95 1,000,000 948,178 948,178 --- --- United States Treasury Bills, due 4/4/96 3,000,000 --- --- 2,822,433 2,822,433 United States Treasury Notes, 3.875%, due 2/28/95 1,000,000 997,656 995,000 --- --- United States Treasury Notes, 3.875%, due 10/31/95 2,000,000 1,990,625 1,955,000 --- --- ___________ ___________ ___________ ___________ Total United States Government and Agency Obligations $27,431,607 $27,384,419 $23,088,048 $23,093,688 =========== =========== =========== =========== Commercial Paper and Banker's Acceptances - 1994, 50.8%; 1995, 56.1%: Abbott Laboratories, Discount CP, due 11/10/95 3,000,000 --- --- 2,985,301 2,985,301 AT&T Capital Corp., Discount CP, due 11/7/94 3,000,000 2,975,458 2,975,458 --- --- American Express Co., Discount CP, due 11/21/95 2,000,000 --- --- 1,991,117 1,991,117 American Telephone & Telegraph, Discount CP, due 2/14/95 2,000,000 1,951,000 1,951,000 --- --- Anheuser-Busch, Discount CP, due 11/16/95 3,000,000 --- --- 2,982,960 2,982,960 Chevron Oil Finance Co., Discount CP, due 11/21/94 1,950,000 1,933,846 1,933,846 --- --- Chevron Oil Finance Co., Discount CP, due 12/6/95 3,000,000 --- --- 2,979,100 2,979,100 DuPont, (E.I.) De Nemours & Co., Inc., Discount CP, due 11/17/94 3,000,000 2,982,710 2,982,710 --- --- DuPont, (E.I.) De Nemours & Co., Inc., Discount CP, due 11/21/95 500,000 --- --- 497,234 497,234 Exxon Credit Corp., Discount CP, due 11/1/94 2,000,000 1,983,040 1,983,040 --- --- Heinz, (H.J.) Co., Discount CP, due 11/23/94 2,000,000 1,984,147 1,984,147 --- --- Heinz, (H.J.) Co., Discount CP, due 11/1/95 3,000,000 --- --- 2,983,317 2,983,317 Hewlett Packard Company, Discount CP, due 11/10/94 1,950,000 1,926,844 1,926,844 --- --- Hewlett Packard Company, Discount CP, due 11/7/95 3,000,000 --- --- 2,957,382 2,957,382 Intel Corporation, Discount CP, due 12/30/94 2,000,000 1,975,633 1,975,633 --- --- Kentucky Energy, Discount CP, due 11/27/95 1,000,000 --- --- 995,040 995,040 Laclede Gas, Discount CP, due 11/22/95 300,000 --- --- 298,281 298,281 Minnesota Mining & Manufacturing, Discount CP, due 11/7/95 2,000,000 --- --- 1,971,588 1,971,588 Motorola, Discount CP, due 12/8/95 1,000,000 --- --- 993,215 993,215 Penney (J.C.) Finance Corp., Discount CP, due 11/8/94 3,000,000 2,985,975 2,985,975 --- --- PepsiCo, Inc., Discount CP, due 12/2/94 2,000,000 1,988,581 1,988,581 --- --- Progressive Capital Holdings, Inc., Discount CP, due 11/29/95 3,100,000 --- --- 3,083,195 3,083,195 Raytheon Co., Discount CP, due 11/20/95 3,000,000 --- --- 2,981,410 2,981,410 Southwestern Bell Capital Company, Discount CP, due 12/22/94 3,000,000 2,967,383 2,967,383 --- --- Southwestern Bell Capital Company, Discount CP, due 11/8/95 2,000,000 --- --- 1,987,017 1,987,017 Texaco Inc., Discount CP, due 11/9/95 2,000,000 --- --- 1,991,102 1,991,102 Toys 'R' Us, Inc., Discount CP, due 11/15/95 2,000,000 --- --- 1,988,600 1,988,600 US West Communications, Inc., Discount CP, due 11/3/94 2,000,000 1,985,578 1,985,578 --- --- Weyerhaueser Mortgage Co., Discount CP, due 11/1/95 3,000,000 --- --- 2,982,425 2,982,425 Xerox Corporation, Discount CP, due 11/28/94 2,950,000 2,919,903 2,919,903 --- --- ___________ ___________ ___________ ___________ Total Commercial Paper and Banker's Acceptances $30,560,098 $30,560,098 $36,648,284 $36,648,284 =========== =========== =========== =========== Short-Term Money Market Fund - 1994, 3.6%; 1995, 8.6%: Short-Term Money Market Fund of UMB Bank, N.A. 2,153,917 $2,153,917 $2,153,917 --- --- Short-Term Money Market Fund of UMB Bank, N.A. 5,585,759 --- --- $5,585,759 $5,585,759 __________ ___________ __________ __________ Total Short-Term Money Market Fund $2,153,917 $2,153,917 $5,585,759 $5,585,759 ========== ========== ========== ========== Total Investments Held $60,145,622 $60,098,434 $65,322,091 $65,327,731 =========== =========== =========== ===========
*Face Value or Number of Units See notes to financial statements
UMB Bank, N.A. Pooled Income Fund for Employee Trusts Statements of Operations Year ended October 31 1993 1994 1995 Investment income Interest $ 2,343,721 $ 2,409,792 $ 3,834,915 Audit expense 3,375 4,725 4,050 ____________ ____________ ____________ Net investment income 2,340,346 2,405,067 3,830,865 Realized and unrealized gain (loss) on investments Realized gain on investments sold, matured or redeemed: Proceeds 376,170,035 265,121,325 494,570,364 Cost of investments 376,170,035 265,121,012 494,548,802 _____________ ____________ ____________ Net realized gain on investments sold, matured or redeemed --- 313 21,562 _____________ ____________ ____________ Unrealized gain (loss) on investments: Beginning of year --- 4,846 (47,188) End of year 4,846 (47,188) 5,640 ___________ ___________ _____________ Net unrealized gain (loss) on investments 4,846 (52,034) 52,828 ___________ ___________ _____________ Net realized and unrealized gain (loss) on investments 4,846 (51,721) 74,390 ___________ ___________ _____________ Net increase in net assets resulting from operations $ 2,345,192 $ 2,353,346 $ 3,905,255 ============ ============ ============ Total expense as a percent of net investment income 00.14% 00.20% 00.11% ========== ========== ============
See notes to financial statements.
UMB Bank, N.A. Pooled Income Fund for Employee Trusts Statements of Participants' Interest Year ended October 31, 1993 1994 1995 Units Amount Units Amount Units Amount Participants' interest 1,843,063 $76,628,864 1,524,863 $65,558,022 1,354,317 $60,527,868 at beginning of year From investment activities Net investment income 2,340,346 2,405,067 3,830,865 Net realized gain on investments sold, matured or redeemed --- 313 21,562 Net unrealized gain (loss) on investments 4,846 (52,034) 52,828 ___________ ____________ ___________ Net increase from investment activities 2,345,192 2,353,346 3,905,255 ___________ ____________ ___________ From participating unit transactions Issuance of units 658,028 27,816,115 679,203 29,640,782 861,189 39,394,576 Redemption of units (976,228) (41,232,149) (849,749) (37,024,282) (828,887) (38,092,967) _________ ___________ _________ ____________ ________ __________ Net increase (decrease) from participating unit transactions (318,200) (13,416,034) (170,546) (7,383,500) 32,302 1,301,609 _________ ____________ _________ ___________ _________ ___________ Participants' interest at end of year 1,524,863 $65,558,022 1,354,317 $60,527,868 1,386,619 $65,734,732 ========= =========== ========= =========== ========= =========== Net asset value per participating unit $42.99 $44.69 $47.41 ========= ======== ========
See notes to financial statements. UMB Bank, N.A. Fund for Pooling Equity Investments of Employee Trusts Fund for Pooling Debt Investments of Employee Trusts Pooled Income Fund for Employee Trusts NOTES TO FINANCIAL STATEMENTS For the Three Years Ended October 31, 1995 1. Summary of Significant Accounting Policies The accounting policies followed by the Bank, as Trustee, are in accordance with the respective Trust Plans and Declarations of the Funds dated December 5, 1955, (as amended on October 10, 1963), and December 27, 1974, and in conformity with generally accepted accounting principles. (1) Investment valuation: Investments are stated at market value. Investments are valued by the Trustee, utilizing prices quoted by security dealers or brokers, investment bankers or statistical services on the valuation date. Certain United States government and agency obligations and corporate securities are stated at cost. The amount of unaccredited discount for these securities, which approximates the difference between cost and market value, is reported in the statement of assets and liabilities as accrued interest. The market value of investments in participation units of other funds is based on quoted redemption values on the valuation date. (2) Security transactions and investment income: Security transactions are accounted for on the trade date the securities are purchased or sold. Realized gains and losses from security transactions are recorded on an identified cost basis. Dividend income is recorded on the ex-dividend date. Interest income is recognized as earned. (3) Investment income and net realized gains: Investment income and gains on sales of investments are retained by the Funds and invested. (4) Income tax exemption: Applicable statutes exempt the Funds from U.S. federal and state income taxes. (5) Participation units: There is no par or stated value for participation units. Trusts, for which the Bank is a fiduciary, may invest or withdraw based on monthly valuations as of the prior month. 2. Stock Split References to number of units and per unit amounts herein have been restated to give retroactive effect to five-for-one and two- for-one stock splits which occurred on May 11, 1994 for the Fund for Pooling Equity Investments of Employee Trusts and Fund for Pooling Debt Investments of Employee Trusts, respectively, which were approved by unitholders of these Funds. 3. Subsequent Event The Executive Committee of the Board of Directors of UMB Bank, N.A. approved the merger, effective November 1, 1995, of certain collective fund assets for retirement plans of the Bank of Overland Park and Commercial National Bank into the Funds as a result of the acquisition of such banks of UMB Financial Corporation. PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 13. Other Expenses of Issuance and Distribution. The expenses in connection with the issuance and distribution of the securities being registered are set forth below (all amounts are estimated except the registration fee). Registration fees . . . . . . . . . . . $ 5,112 Printing costs . . . . . . . . . . . . $ 4,000 Legal fees and Expenses . . . . . . . . $ 5,000 Accountants' fees and expenses . . . . $ 5,000 Other . . . . . . . . . . . . . . . . . $ 500 _______ Total $19,612 ======== ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Each of the Funds provide that the Trustee's liability for losses incurred upon investments of the Fund shall exist only to the extent provided for under the terms of the various respective participating trusts and shall be neither increased nor decreased by reason of any of the provisions of the Funds' declaration of trust. Under the terms of the UMB Bank, n.a. Defined Contribution Plan and Trust Basic Plan Document, the Trustee may defend any legal proceeding against a plan. However, the trustee is not obligated to take any action that would subject to expense or liability unless the Trustee is first indemnified to its sole satisfaction. The Articles of Association of UMB Bank, n.a. ("UMB")provide that any person, his heirs, executors, or administrators, may be indemnified or reimbursed by the Association for reasonable expenses actually incurred in connection with any action, suit, or proceeding, civil or criminal, to which he or they shall be made a party by reason of his being or having been a director, officer, or employee of the Association or any firm, corporation, or organization which he served in any capacity at the request of the Association; provided, however, that no person shall be so indemnified or reimbursed in relation to any matter in such action, suit, or proceeding as to which he shall finally be adjudged to have been guilty of or liable for gross negligence or willful misconduct or criminal acts in the performance of his duties to the Association; and provided further, that no person shall be so indemnified or reimbursed in relation to any matter in such action, suit, or proceeding which has been made the subject of a compromise settlement except with the approval of a court of competent jurisdiction, or the holders of record of a majority of the outstanding shares of the Association, or the Board of Directors, acting by vote of directors not parties to the same or substantially the same actin, suit, or proceeding, constituting a majority of the whole number of the directors. The foregoing right of indemnification or reimbursement shall not be exclusive of other rights to which such person, his heirs, executors, or administrators, may be entitled as a matter of law. UMB Bancshares Financial Corporation ("UMBFC"), the parent of UMB, maintains a policy of insurance under which the insurer will, subject to certain conditions, defend the directors and officers, against and indemnify them for any liability incurred in their capacity as such. Section 351.355(1) and (2) of the General and Business Corporation Law of the State of Missouri provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, judgments, fines and amounts paid in settlements actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful, except that, in the case of an action or suit by or in the right of the corporation may not indemnify such persons against judgments and fines and no person shall be indemnified as to any claim, issue or matter as to which such person shall have been adjudged to be liable of negligence or misconduct in the performance of his duty to the corporation, unless and only to the extent that the court in which the action or suit was brought upon application determines that such person is fairly and reasonably entitled to indemnity for proper expenses. Section 351.355(3) provides that, to the extent that a director, officer, employee or agent of the corporation has been successful in the defense of any such action, suit or proceeding or any claim, issue or matter therein, he shall be indemnified against expenses, including attorney's fees, actually and reasonably incurred in connection with such action, suit or proceeding. Section 351.355(7) provides that a Missouri corporation may provide additional indemnification to any person indemnifiable under subsection (1) or (2), provided such additional indemnification is authorized by the corporation's articles of incorporation or an amendment thereto or by a stockholder-approved bylaw or agreement, and provided further that no person shall thereby be indemnified against conduct which was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct. Article IX, Section 4 of the Bylaws of UMBFC provides that registrant may extend to its directors and certain of its officers and employees the indemnification specified in subsections (1) and (2). Section 410 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), provides that any provision of an agreement or instrument that purports to relieve a fiduciary, such as the trustee of the Funds, from its obligations as a fiduciary is void as against public policy except in limited instances. A fiduciary may not be liable for the losses caused by a co-fiduciary's failure to perform certain duties when such duties had been allocated to the co-fiduciary, nor is a fiduciary also not liable for the acts or omission of an investment manager that had been appointed to manage assets of the plan. The Department of Labor (the "DOL") has adopted a regulation 2509.75-4 interpreting Section 410 of ERISA. Under that regulation, the DOL permits indemnification agreements which do not relieve a fiduciary of its obligations under ERISA but merely permit another party to satisfy any liability incurred by the fiduciary in the same manner as insurance purchased by an employer or employee organization. Notwithstanding the limitations on an agreement or instrument to limit the obligations of a fiduciary, a plan, under certain circumstances, a fiduciary and an employer or employee organization may purchase insurance to cover the potential liability of the fiduciary. ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES. Not Applicable. ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (a) The Exhibit numbers correspond to the numbers in the Exhibit Table Item 601(a) of Regulation S-K. All items incorporated by reference herein are incorporated pursuant to Rule 411 under the Securities Act. (1) Underwriting Agreement Not Applicable (2) Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession Not Applicable (3) Articles of Incorporation and Bylaws Not Applicable (4) Instruments Defining the Rights of Security Holders, Including Indentures (4.1) UMB Bank, n.a. Master Plan and Trust for Self-Employed Individuals, as amended January 1, 1991, is attached as Exhibit 4.1 to post effective amendment no. 5 to the Registrant's registration statement on Form S-1 (Commission file no. 33- 27170) and is incorporated herein by reference as Exhibit 4.1. (4.2) Fund for Pooling Equity Investments of Employee Trusts - Plan and Declaration, as amended October 31, 1995, is attached as Exhibit 4.2 to the Registrant's Annual Report on Form 10-K for the year ended October 31, 1995 (Commission file no. 2-58109) and is incorporated herein by reference as Exhibit 4.2. (4.3) Fund for Pooling Debt Investment of Employee Trusts - Plan and Declaration, as amended October 31, 1995, is attached as Exhibit 4.3 to the Registrant's Annual Report on Form 10-K for the year ended October 31, 1995 (Commission file no. 2-58109) and is incorporated herein by reference as Exhibit 4.3. (4.4) Pooled Income Fund for Employee Trusts Plan and Declaration of Trust, as amended dated October 31, 1995, is attached as Exhibit 4.4 to the Registrant's Annual Report on Form 10-K for the year ended October 31, 1995 (Commission file no. 2-58109) and is incorporated herein by reference as Exhibit 4.4. (4.5) UMB Bank, n.a. Defined Contribution Plan and Trust Adoption Agreement Creating a Profit Sharing Plan and Trust (Nonstandardized Form), as revised March 1990, Internal Revenue Service Serial Number D345327a is attached as Exhibit 4.5 to post effective amendment no. 5 to the Registrant's registration statement on Form S-1 (Commission file no. 33- 27170) and is incorporated herein by reference as Exhibit 4.5. (4.6) UMB Bank, n.a. Defined Contribution Plan and Trust Adoption Agreement Creating a Profit Sharing Plan and Trust (Standardized Form), as revised March 1990, Internal Revenue Service Serial Number D245328a is attached as Exhibit 4.6 to post effective amendment no. 5 to the Registrant's registration statement on Form S-1 (Commission file no. 33- 27170) and is incorporated herein by reference as Exhibit 4.6. (4.7) UMB Bank, n.a. Defined Contribution Plan and Trust Adoption Agreement Creating a Money Purchase Pension Plan and Trust (Nonstandardized Form), as revised March 1990, Internal Revenue Service Serial Number D345329a is attached as Exhibit 4.7 to post effective amendment no. 5 to the Registrant's registration statement on Form S-1 (Commission file no. 33- 27170) and is incorporated herein by reference as Exhibit 4.7. (4.8) UMB Bank, n.a. Defined Contribution Plan and Trust Adoption Agreement Creating a Money Purchase Pension Plan and Trust (Standardized Form), as revised January 1991, Internal Revenue Service Serial Number D245330a is attached as Exhibit 4.8 to post effective amendment no. 5 to the Registrant's registration statement on Form S-1 (Commission file no. 33- 27170) and is incorporated herein by reference as Exhibit 4.8. (4.9) UMB Bank, n.a. Defined Contribution Plan and Trust Adoption Agreement Creating a Profit Sharing Plan and Trust (Standardized Form - Basic), as revised March 1990, Internal Revenue Service Serial Number D245331a is attached as Exhibit 4.9 to post effective amendment no. 5 to the Registrant's registration statement on Form S-1 (Commission file no. 33-27170) and is incorporated herein by reference as Exhibit 4.9. (4.10) UMB Bank, n.a. Defined Contribution Plan and Trust Adoption Agreement Creating a Money Purchase Pension Plan and Trust (Standardized Form), as revised March 1990, Internal Revenue Service Serial Number D245332a is attached as Exhibit 4.10 to post effective amendment no. 5 to the Registrant's registration statement on Form S-1 (Commission file no. 33-27170) and is incorporated herein by reference as Exhibit 4.10. (5) Opinion re Legality The opinion and consent of Watson & Marshall L.C. dated February 15, 1996 is attached hereto as Exhibit 5. (6) Opinion re Discount on Capital Shares Not Applicable (7) Opinion re Liquidation Preference Not Applicable (8) Opinion re Tax Matters Not Applicable (9) Voting Trust Agreement Not Applicable (10) Material Contracts Not Applicable (11) Statement re Computation of Per Share Earnings Not Applicable (12) Statement re Computation of Ratios Not Applicable (14) Material Foreign Patents Not Applicable (15) Letter re Unaudited Interim Financial Information Not Applicable (16) Letter re Change in Certifying Accountant Not Applicable (21) Subsidiaries of the Registrant Not Applicable (23) Consents of Experts and Counsel The Consent of Ernst & Young LLP, independent auditors dated February 15, 1996 is attached hereto as Exhibit 23. The Consent of Watson & Marshall L.C. dated February 15, 1996, is included in Exhibit 5 attached hereto. (24) Power of Attorney Not Applicable (25) Statement re Eligibility of Trustee Not Applicable (26) Invitation for Competitive Bids Not Applicable (27) Financial Data Schedule Not Applicable (28) Information from Reports Furnished to State Insurance Regulatory Authorities Not Applicable (99) Additional Exhibits Not Applicable (b) Financial Statement Schedules The following financial statements and schedules are all of the financial statements and schedules filed as part of this Registration Statement. Each is contained in Part II of the Prospectus included as part of this Registration Statement. The report of independent auditors dated December 8, 1995 and the notes to financial statements for the three years ended October 31, 1995 are also included therewith. Fund for Pooling Equity Investments of Employee Trusts: Statements of Assets and Liabilities, October 31, 1995 and 1994 Statements of Investments Held, October 31, 1995 and 1994 Statements of Operations, three years ended October 31, 1995 Statements of Participants' Interest, three years ended October 31, 1995 Fund for Pooling Debt Investments for Employee Trusts: Statements of Assets and Liabilities, October 31, 1995 and 1994 Statements of Investments Held, October 31, 1995 and 1994 Statements of Operations, three years ended October 31, 1995 Statements of Participants' Interest, three years ended October 31, 1995 Pooled Income Fund for Employee Trusts: Statements of Assets and Liabilities, October 31, 1995 and 1994 Statements of Investments Held, October 31, 1995 and 1994 Statements of Operations, three years ended October 31, 1995 Statements of Participants' Interest, three years ended October 31, 1995 ITEM 17. UNDERTAKINGS. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement; (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post- effective amendment any of the securities being registered which remain unsold at the termination of the offering. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commissions such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. (Remainder of page intentionally left blank.) SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following person in the capacities and on the dates indicated. Dated this 15th day of February, 1996. UMB Bank, n.a., as Trustee for the Collective Investment Funds By /s/David D. Miller Executive Vice President and Corporate Secretary INDEX TO EXHIBITS Sequentially Numbered Exhibit Page 5. Opinion and Consent of Watson & Marshall L.C. dated February 15, 1996 23. Consent of Ernst & Young LLP, independent auditors dated February 15, 1996 EX-5 2 OPINION INCLUDES CONSENT Exhibit 5 February 15, 1996 UMB Bank, n.a. 1010 Grand Avenue Kansas City, MO 64106 Attention: David D. Miller, Executive Vice President and Corporate Secretary Re: Registration of Units of Participation in Collective Investment Funds Ladies and Gentlemen: We have acted as counsel to UMB Bank, National Association (the "Company"), in connection with registration of 150,000 units of participation in the Equity Fund (as defined below) and 75,000 units of participation in the Debt Fund (as defined below) (referred to collectively herein as the "Units"). The Company is trustee of such Funds. We are rendering this opinion pursuant to Item 16 of Form S-1 and Rule 601 of Regulation S-K. We have examined and relied on the following in rendering this opinion: 1. A draft dated February 15, 1996 of a registration statement on Form S-1 for the Units (the "Registration Statement"); 2. The Articles of Association of the Company and its Bylaws; 3. The UMB Bank Master Plan and Trust for Self-Employed Individuals, as amended January 1, 1991 (the "Master Plan"); 4. The Plan and Declaration of Trust, as amended October 31, 1995 (the "Equity Plan Document"), creating the Fund for Pooling Equity Investments of Employee Trusts (the "Equity Fund") and the Plan and Declaration of Trust, as amended October 31, 1995 (the "Debt Plan Document"), creating the Fund for Pooling Debt Investment of Employee Trusts (the "Debt Fund") (the Equity Plan Document and the Debt Plan Document being referred to collectively herein as the "Plan Documents," and the Equity Fund and Debt Fund being referred to collectively herein as the "Funds"); and 5. Such documents, certificates and records of public officials and of the Company and its officers and other documents and legal matters as we have deemed necessary for the purpose of rendering this opinion. Based on and subject to our examination and the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that the Units, when sold in accordance with the terms and conditions of the Plan Documents and all other necessary procedures, will be validly authorized and issued, fully paid and nonassessable. The foregoing opinion is subject to and based upon the following assumptions (none of which have been independently confirmed or investigated by us) and limitations, as well as the others set forth elsewhere herein: 1. That the Company at all times hereafter continues in existence and in good standing as a national banking association and has the power and authority to act, and continues to act, as trustee of the Funds; 2. That the Funds at all times hereafter continue in existence and in good standing, and that the terms of the Plan Documents are not hereafter materially changed from those on the date of this opinion; 3. That at all times hereafter, the Units are issued and sold in accordance with the terms and conditions of the Plan Documents, and that the Funds receive consideration for such Units in amounts equal to the fair market value of the Units as determined in accordance with the Plan Documents; 4. That at all times hereafter, any purchaser of the Units is qualified to purchase under the terms of the Plan Documents and the provisions of applicable law or regulations; and 5. There are hereafter no material changes in any applicable law or regulations and no change in any material fact upon which the opinion is based. In rendering this opinion, we have relied without investigation on the respective representations, warranties, covenants and agreements of the Company contained in the Plan Documents that we examined, the Registration Statement and any other document supplied or delivered or oral statements made by or on its behalf of in connection with preparing the Registration Statement, and the transactions contemplated thereby, and we have assumed without investigation that such representations, warranties, covenants and agreements were accurate, complete and fair, and contained no omission of material facts, both on the date made and on and as of the date of this opinion as though made on the date hereof, and that each of the parties referred to therein has complied with, performed or satisfied such representations, warranties, covenants and agreements on their part required to be complied with, performed or satisfied on or before the date hereof. In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or copies or transmitted by telecopier and the authenticity of the originals from which such copies or telecopies were made. We are admitted to the Bar of the State of Missouri, and we express no opinion as to the laws of any jurisdiction other than the laws of the State of Missouri. Further, our opinion is intended to address only the specific legal issues directly and explicitly referred to herein, as provided in Section 18 ("Opinions by Implication") of the Legal Opinion Accord of the American Bar Association, Section of Business Law (1991) (the "Accord") and does not address any of the matters set forth in Section 19 of the Accord; except to the extent expressly provided in this sentence, however, this opinion does not adopt and is not governed by the Accord. This opinion is based on applicable law and our understanding and assumption of factual matters at the date hereof, and we disclaim any obligation to revise or supplement this opinion based upon any change in applicable law or any factual matter that occurs or comes to our attention after the date hereof. We know we have been referred to under the caption "Legal Matters" in the prospectus included in the registration statement to be filed with the Securities and Exchange Commission on or about February 16, 1996, in substantially the same form as the registration statement. We hereby consent to use of our name in such prospectus and to the filing of this opinion and consent as an exhibit to such Registration Statement. In giving such consent, we do not admit that we are in the category of persons whose consent is required under the Securities Act of 1933, as amended. Respectfully, /s/WATSON & MARSHALL L.C. EX-23 3 EXHIBIT 23 CONSENT OF INDEPENDENT AUDITORS We consent to the use in this Post-Effective Amendment No. 1 to the Registration Statement and Prospectus of our report, dated December 8, 1995, on the financial statements of the Fund for Pooling Equity Investments of Employee Trusts, the Fund for Pooling Debt Investments of Employee Trusts and the Pooled Income Fund for Employee Trusts of UMB Bank, N.A. included herein. ERNST & YOUNG LLP Kansas City, Missouri February 15, 1996 -----END PRIVACY-ENHANCED MESSAGE----- \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000312840_empire-of_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000312840_empire-of_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..94a75a3dff560e9c880d8022001827d645055fe2 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000312840_empire-of_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Schwartz & Freeman, Chicago, Illinois. Certain legal matters with respect to the Offering will be passed upon for the Company by Sonnenschein Nath & Rosenthal, Chicago, Illinois. Certain legal matters with respect to the Offering will be passed upon for the Underwriters by Kirkland & Ellis, Chicago, Illinois. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000314733_host_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000314733_host_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..cca6885a2e731a29c2e39ecc0f0600b97574e02d --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000314733_host_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Christopher G. Townsend, Senior Vice President and Deputy General Counsel of the Company, and certain legal matters with respect to the Common Stock offered hereby will be passed upon for the Company by Latham & Watkins, Washington, D.C. Certain legal matters relating to the Offerings will be passed upon for the Underwriters by Skadden, Arps, Slate, Meagher & Flom, Los Angeles, California. Mr. Townsend owns Common Stock, and holds stock options, deferred stock and restricted stock awards under the Comprehensive Stock Plan and may receive additional awards under the plan in the future. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000315272_harcor_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000315272_harcor_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..a54f00b0ed37de36debface858157dfd92eb2080 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000315272_harcor_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The legality of the securities offered hereby will be passed on for the Company by Vinson & Elkins L.L.P., Houston, Texas. Certain legal matters in connection with the sale of such securities will be passed on for the Underwriters by Andrews & Kurth L.L.P., Houston, Texas. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000315547_first_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000315547_first_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..cd29b16d62a738ca2f744c05dcc39fde319b2851 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000315547_first_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the Common Stock will be passed upon by Lillick & Charles LLP, San Francisco, California, counsel to the Company and the Bank. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000319085_compressio_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000319085_compressio_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..df8d29f75c49c1261fcdac2ae15e64c959511bbb --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000319085_compressio_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Cooley Godward LLP. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000319240_iris_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000319240_iris_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..6a4e5cceb4b64740c986656af9badb60ac0e2ade --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000319240_iris_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the validity of the shares of Common Stock offered hereby will be passed upon for the Company by Irell & Manella LLP, Los Angeles, California. Certain current and former partners of Irell & Manella LLP own 41,142 shares of Common Stock and options to purchase an additional 5,000 shares of Common Stock. Certain legal matters will be passed upon for the Underwriters by Skadden, Arps, Slate, Meagher & Flom, Los Angeles, California. Matters set forth under the captions "Risk Factors -- Intellectual Property Rights" and "Business -- Intellectual Property" concerning the subject matter of patents, including the Coulter patent, will be passed upon for the Company by Limbach & Limbach LLP, San Jose, California, in its capacity as patent counsel for the Company. Certain partners of Limbach & Limbach LLP own 1,872 shares of Common Stock. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000745597_interlink_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000745597_interlink_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..d07888618f24c46575ec61798f7bf2685587dbfc --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000745597_interlink_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Wilson Sonsini Goodrich & Rosati, P.C., Palo Alto, California. Certain legal matters with respect to this Offering are being passed upon for the Underwriters by Brobeck, Phleger & Harrison LLP, San Francisco, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000782145_playnet_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000782145_playnet_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..3b99a02d1a05bf3c0ef7ed0df911c4890d81e42a --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000782145_playnet_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby and certain other legal matters will be passed upon for the Company by Parker Chapin Flattau & Klimpl, LLP, New York, New York. Werbel & Carnelutti, A Professional Corporation, New York, New York, will act as counsel for the Underwriters in connection with the offering. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000787648_texas_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000787648_texas_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..f498a374084157fddb9fcfdd33675d892a52689d --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000787648_texas_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS McGinnis, Lochridge & Kilgore, Austin, Texas, will render an opinion to Texas Regional with respect to the legality of the securities being registered, and provides general legal services to Texas Regional. Joe M. Kilgore, a partner in the firm, serves as a director of Texas Regional and Texas State Bank, and beneficially owns 184,756 shares (2.98%) of the Common Stock. Certain legal matters will be passed upon for the Underwriters by Jones, Day, Reavis & Pogue, Dallas, Texas. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000805574_digital_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000805574_digital_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..273827b672c0a6d09e3d3f28b2e3d6026bcacb0b --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000805574_digital_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the shares of Series A Convertible Preferred Stock, Common Stock and the Warrants offered hereby will be passed upon for the Company by Fenwick & West LLP, Two Palo Alto Square, Palo Alto, California 94306. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000816066_applied_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000816066_applied_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..fc327dd6fa8af00e99c0cc03e0bef449df33a022 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000816066_applied_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California. Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, Palo Alto, California is acting as counsel for the Underwriters in connection with certain legal matters relating to the shares of Common Stock offered hereby. As of June 30, 1996, a certain investment partnership of Wilson Sonsini Goodrich & Rosati, Professional Corporation beneficially owned an aggregate of 4,412 shares of the Company's Common Stock. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000817647_american_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000817647_american_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..30e69f71e45effd4ce6b573a47f208ab8230bb8a --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000817647_american_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of securities offered hereby will be passed upon for the Company by Kirkland & Ellis, New York, New York (a partnership which includes professional corporations). Karl E. Lutz, whose professional corporation is a partner of Kirkland & Ellis, beneficially owns 7,500.011 shares of Common Stock, and 487.0763 shares of Preferred Stock of APP. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000821616_bentley_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000821616_bentley_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..64774b176630bc1d1132482c8db74ac9a65c96b1 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000821616_bentley_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The legality of the securities offered hereby will be passed upon for the Company by Parker Chapin Flattau & Klimpl, LLP, 1211 Avenue of the Americas, New York, New York 10036. Reid & Priest LLP, 40 West 57th Street, New York, New York 10019 has acted as counsel for the Underwriter in connection with this Offering. Parker Chapin Flattau & Klimpl, LLP has represented the Underwriter in connection with other transactions. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000823314_advanced_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000823314_advanced_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..33337ede1d8db293733764fea29b6f75e96a6656 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000823314_advanced_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The legality of the securities being offered by this Prospectus in connection with the laws governing corporations in the State of Colorado have been passed upon for the Company by the law firm of Allen G. Reeves, P.C., 900 Equitable Bldg., 730 17th Street, Denver, Colorado 80202. INDEMNIFICATION Delaware Statutes provide for indemnification of the officers and directors of the Company against certain liabilities incurred in connection with their activities on behalf of the Company. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to the Company or directors, officers or persons controlling the Company under such indemnification provisions, the Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000832485_mednet_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000832485_mednet_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..3a8ed534c9fde7759018e0c07743d9dae56c573b --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000832485_mednet_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS EXPERTS CHANGE IN ACCOUNTANTS INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES ------------------- AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Reports, proxy statements and other information concerning the Company can be inspected and copied at the public reference facilities maintained by the Commission at its office at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, as well as at the Regional Offices of the Commission at Citicorp Center, 300 West Madison Street, Chicago, Illinois 60661; and Seven World Trade Center, New York, New York 10048. Copies of such material can be obtained from the Public Reference Section of the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission also maintains a site on the World Wide Web (hhtp://www.sec.gov) that contains reports, proxy and information statements and other information regarding the Company filed electronically with the Commission. This Prospectus constitutes a part of Registration Statements on Form S-1 filed by the Company with the Commission under the 1933 Act (the "Registration Statement"). This Prospectus omits certain information contained in the Registration Statement, and reference is hereby made to the Registration Statement and related exhibits for further information with respect to the Company and the shares of Common Stock offered hereby. Statements contained herein concerning the provisions of any document disclose all material aspects thereof but are not necessarily complete and, in each instance, reference is made to the copy of such document filed as an exhibit to the Registration Statement or otherwise filed with the Commission. Each such statement is qualified in its entirety by such reference. PROSPECTUS SUMMARY The following summary is qualified in its entirety by the more detailed information and financial statements (including the notes thereto) appearing elsewhere in this Prospectus, including information under "Risk Factors." The Company The Company was incorporated under the laws of the State of Nevada in September, 1985 and changed its name from Medi-Mail, Inc. to Mednet, MPC Corporation in June, 1995. Substantially all of the Company's business is derived from its activities in the managed prescription care industry. The Company, together with its subsidiaries Medi-Mail, Inc. ("Medi-Mail"), Medi-Claim, Inc. ("Medi-Claim"), Medi-Phar, Inc. ("Medi-Phar") and Family Pharmaceuticals of America, Inc. ("FPA"), acts as an integrated, full service prescription drug benefits manager serving individual members of retirement organizations, fraternal organizations, state employee organizations and commercial organizations ("Affinity Groups"), corporations, self insurance trusts, insurance companies and other benefit plan sponsors ("Third-Party Payors" and collectively with the Affinity Groups, "Payors") throughout the United States. The Company's benefit programs (the "Programs") offer prescription drug benefits to approximately two million individuals ("Participants"), most of whom receive funded benefits through Third-Party Payors and/or are members of an Affinity Group. Description of Prescription Benefits Management Business. The Company develops and administers client- specific Programs on behalf of more than 400 Payors throughout the United States. The Company attempts to customize its Programs to meet the Payors' particular benefits strategy combining a number of managed care features to cost effectively manage the Payor's Program. The Programs combine mail-service pharmacy features such as enhanced generic substitution and the convenience of home delivery, with the features of retail network pharmacy such as automated claims adjudication, real time electronic networking of retail pharmacies and card programs. Payors can choose a Program which incorporates on-line electronic claims processing, drug utilization review and an electronic network linking more than 45,000 retail pharmacies in the United States, as well as features of a mail-service pharmacy program. In the alternative, Payors can choose either a mail-service pharmacy program or a network claims processing program to combine with its other existing prescription benefits. Mail-service Pharmacy Operations. The Company's mail-service pharmacy program is conducted from its Las Vegas and Chicago locations. The Company services customers throughout the United States. The Company's mail-service pharmacy program is designed for convenience and to reduce prescription medication and over-the-counter pharmaceutical costs to individuals, corporations, labor unions, retirement systems, health and welfare trusts, insurance companies, federal and state employee plans, health maintenance organizations and third-party administrators. The mail service pharmacy program attracts senior citizens, home-bound persons, sight or hearing impaired persons and users of regularly prescribed medications who are interested in the convenience of direct delivery of medication and/or lowering their medication and pharmaceutical expenses. The Company believes that it delivers prescription medication and over-the-counter pharmaceutical products to the homes of customers at lower costs, on average, than are generally available through retail pharmacies. These medications are typically maintenance medications, which must be taken on an ongoing basis for chronic conditions such as high blood pressure, arthritis and heart and thyroid conditions. The Company believes that these conditions account for a majority of prescription medication expenditures in the United States. Retail Pharmacy Operations. Through Medi-Phar, the Company operates in-clinic retail pharmacies, located in San Diego, California and Las Vegas, Nevada. Operation of the retail pharmacies provided the Company with a working knowledge of the retail pharmacy business which improved the Company's ability to market and develop its service, primarily the pharmacy network and claims processing system of its subsidiary, Medi-Claim. As the Medi-Claim network has developed, this aspect of the retail pharmacies has become less important. The Company has closed four and anticipates closing one more of its retail locations in 1996. Mednet(R) Claims Processing. The Company's prescription claims administration programs ("Claims Programs") are conducted through Medi-Claim. In November 1994, Medi-Claim acquired substantially all of the assets of Medical Services Agency, Inc. ("MSA"), which operated under the registered service mark of Mednet(R), in exchange for 1,600,000 shares of Common Stock. The Claims Programs are sponsor-specific benefit programs through which Medi-Claim processes and adjudicates paper and electronic prescription drug claims generated through a network of participating retail pharmacies. The pharmacy network includes approximately 45,000 retail pharmacies in the United States, each of which contracts with Medi-Claim to provide prescription dispensing at contracted rates. The first quarter of 1996 marked the first time that the Company obtained net income for a fiscal quarter. Management believes that the profitable quarter reflects economies of scale from recent acquisitions, cost-savings from the consolidation of the Home Pharmacy operations and various cost cutrting moves implemented in the fourth quarter of 1995. Operations for the quarter may not be indicative of operations for the entire year. In particular, the small amount of profit for the quarter ($32,000 or $.001 per share on net sales of $25,720,000) means that even small fluctuations in costs or sales could result in future losses. There is no assurance that the Company will be profitable in the future. See "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business-Recent Developments". As of July 11, 1996, the Company has 32,657,131 shares of Common Stock outstanding (37,647,131 including the Shares). In addition the Company has 267,500 shares of Series A Preferred Stock, 112,500 shares of Series D Preferred, and 125,000 shares of Series E Preferred. Pursuant to the terms of the Stock Purchase Agreement, the Company has also committed to issue 125,000 shares of Series F Preferred, subject to certain conditions precedent. The Company's executive offices are located at 871-C Grier Drive, Las Vegas, Nevada 89119, and its telephone number is (702) 361-3119. The securities offered hereby involve a high degree of risk. See "Risk Factors". The Offering The Common Stock being offered hereby consists of up to 5,000,000 shares issuable on conversion of the Series E Preferred and the Series F Preferred. See "Securities Covered by This Prospectus" and "Plan of Distribution". Summary Financial Data Set forth below are summary consolidated financial data for the Company as of and for the periods indicated. The following information should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations," the Company's Consolidated Financial Statements and Notes thereto, and other financial statements appearing elsewhere in this Prospectus. Three Months Ended March 31, Year Ended December 31, -------------------------- ----------------------------------------------- 1996 1995 1995(1) 1994(2)(3) 1993(4) -------------------------- ------------- ------------- ------------- Statement of Operations Data: Net sales $ 25,720,000 $ 28,329,000 $ 114,297,000 $ 67,863,000 $ 25,224,000 Cost of sales (21,852,000) (24,278,000) (98,253,000) (58,793,000) (19,504,000) Gross profit 3,868,000 4,051,000 16,044,000 9,070,000 5,720,000 Operating Expense (including amortization) (3,414,000) (4,236,000) (26,859,000) (14,794,000) (13,185,000) Net other income (expense) (422,000) (552,000) (2,517,000) 225,000 (761,000) -------------------------- ----------------------------------------------- Net income (loss) $ 32,000 $ (737,000) $ (13,332,000) $ (5,499,000) $ (8,226,000) ========================== =============================================== Net income (loss) per common share $ .00 $ (.03) $ (.53) $ (.26) $ (.49) Weighted average shares outstanding 28,762,000 23,817,000 25,383,000 21,353,000 16,675,000 Balance Sheet Data (end of period)(5): Working capital (deficit) $ (6,533,000) $ 2,749,000 $ (5,138,000) $ 1,420,000 $ 1,310,000 Goodwill and other tangible assets, net 18,034,000 8,882,000 18,582,000 9,308,000 5,406,000 Total assets 44,853,000 22,406,000 41,903,000 22,317,000 13,017,000 Long-term debt less current portion 2,123,000 1,824,000 1,422,000 595,000 952,000 Redeemable Preferred Stock 5,350,000 -- 5,350,000 -- -- Stockholders' equity $ 6,538,000 $ 11,443,000 $ 9,061,000 $ 11,906,000 $ 7,028,000 (1) In September, 1995 the Company acquired substantially all the assets of Home Pharmacy. The acquisition was accounted for as a purchase. The Company has elected to consolidate the operations of Home Pharmacy retroactively to January 1, 1995. (2) In November, 1994 the Company acquired substantially all the assets of Medical Services Agency, Inc. (doing business as Mednet) ("MSA"). The acquisition was accounted for as a purchase. The Company has elected to consolidate the acquisition of MSA retroactively to January 1, 1994 and these amounts include interim results of MSA through September 30, 1994 as determined by management. (3) In June, 1994 the Company acquired all of the issued and outstanding stock of Family Pharmaceuticals of America, Inc. The acquisition was accounted for as a purchase. The Company has elected to consolidate the acquisition of FPA retroactively to January 1, 1994. (4) In April, 1993, the Company acquired substantially all the assets of Mail Rx. The acquisition was accounted for as a purchase. (5) Figures do not include the proceeds to the Company generated by the sale of Series E Preferred to the Selling Stockholder subsequent to March 31, 1996.
RISK FACTORS The Common Stock involves a high degree of risk. Prospective investors should carefully consider the following factors, among others set forth in this Prospectus. Continued Operating Losses. As of December 31, 1995, the Company has had net losses accumulating to $33,746,000 since commencement of operations on May 1, 1987, including losses of $13,332,000 in the year ended December 31, 1995. There can be no assurance that the Company will be able to operate at a profit in the future. Until and unless the results of the Company's operations improve, there can be no assurance that the Company will be able to sustain its current rates of growth and increases in sales revenues, or that profitability can be achieved in the foreseeable future, if at all. Need for Capital. The continuation and growth of the Company is dependent upon its ability to raise equity capital, as well as an increase in sales to achieve profitability. At March 31, 1996, the Company had working capital of $(6,533,000). The current working capital of the Company without any positive cash flow from operations is not sufficient to fund the existing operations of the Company for any significant period of time. Unless and until the results of the Company's operations improve and sales increase further to result in a positive cash flow, the Company will continue to rely on the sale of equity and debt securities to finance its operations and supplement its working capital position. There can be no assurance that the Company will succeed in obtaining such sales or capital financing. Moreover, there can be no assurance that the costs and conditions associated with raising required capital will be on favorable terms. Government Regulation and Sanctions for Alleged Violation. There are extensive state and federal regulations applicable to the dispensing of prescription medications. Because sanctions may be imposed for violations of these laws, compliance is a significant operational requirement for the Company. The mail-service prescription medication and over-the-counter pharmaceutical business of the Company is conducted from licensed pharmacies located in Las Vegas, Nevada and Chicago, Illinois. The retail pharmacies are licensed in California and Nevada. Nevada, California and Illinois have laws governing a wide range of matters relating to the operation of pharmacies, and the Company believes that it is in substantial compliance with these laws. The boards of pharmacy of these states are empowered to impose sanctions, including license revocation, for noncompliance. The Company is aware of twenty-four states in which the Company operates that presently require out-of-state mail order pharmacy operations to obtain a license to dispense drug products in those states. The Company is presently licensed in eight of such states. The Company does not have any applications for licenses currently pending in other states. The boards of pharmacy of certain states do not purport to regulate out-of-state mail pharmacy services. The Company believes that in the most recent two completed fiscal years approximately 46% of its mail service sales came from states in which the Company has complied with the disclosure or licensing laws, and that approximately 34% of its mail service sales were in the eighteen states which the Company believes do not regulate mail service sales. The Company believes the provisions purporting to regulate mail service pharmacies are subject to constitutional or other challenge. Additional states are considering similar regulation and the risk exists that a substantial number of states may adopt such legislation in the future. The position of the Company and the industry in general is that such regulation is an unconstitutional restraint on and interference with interstate commerce. To date, however, neither the Company nor any other participant in the industry has formally challenged the existence or scope of these regulations. Pending a formal determination as to the constitutionality of these regulations, the Company endeavors to comply with existing regulations in those states where such compliance is specifically requested by the state. In each case where registration is specifically requested, management evaluates licensing costs, requirements and potential sanctions compared to the potential impact on sales in each of those states. The Company may consider formal action to challenge specific regulations where the potential adverse consequences to the Company are significant and compliance with regulation is unduly burdensome or impractical. Despite its efforts, the Company may be unable to comply with all existing and future regulations. Existing and future legislation could increase the Company's operating expenses as well as operating expenses for the entire industry. In addition, several states impose substantial fines, penalties or criminal sanctions for failure to comply with existing regulations. Such fines could exceed $2,000 per day or per violation, or misdemeanor criminal charges could be filed against the Company. The Company does not believe that such fines, penalties or criminal sanctions are likely based on its experience to date. While increased costs would be passed on to consumers, existing and future regulations could curtail the scope of the Company's operations should the Company choose not to conduct business in those states where regulations have been adopted. Management estimates that any resulting decrease in sales would be immaterial. Management of Growth May Negatively Impact Operating Results. The Company's revenues increased approximately 169% from 1993 to 1994. After giving effect to the Home Pharmacy acquisition, the Company's revenues increased approximately 68% from 1994 to 1995. This growth primarily resulted from acquisitions, and changes to Medi-Claim's contractual obligations to its customers. There can be no assurance that the Company will continue to expand at this rate or at all. If the Company does continue to grow, the additional growth will place burdens on management to manage the growth and ultimately achieve profitability, and may require the addition of additional management personnel. There can be no assurance that the Company will be successful in managing its growth. Competition May Negatively Impact Operating Results. The mail service pharmacy business is highly competitive. The Company competes for the business of Third-Party Payors and Direct Payors (as hereinafter defined). Many of the Company's competitors possess substantially greater financial, marketing and personnel resources than the Company. While management believes that the Company is competitive in its price, quality and service taken as a whole, there can be no assurances that, as the mail- service pharmaceutical industry evolves, the Company will be able to operate profitably given the level of competition within the industry. Moreover, the Company cannot predict with accuracy the effect of unspecified, but probable future changes in the domestic health care system discussed from time to time by the Executive and Legislative branches of the United States Government. See "Business." Marketing Constraints May Limit Revenue. The Company's mail-service pharmacy business is relatively new and, as a result, considerable management time has been and is currently being spent in presenting the mail order drug concept to potential customers and discussing programs specially tailored to each customer's needs. During fiscal 1991, the Company began to shift the focus of its marketing efforts from Affinity Groups to Third-Party Payors. There is no assurance that the Company's efforts will be successful or that the Company can compete favorably with other members of its industry. Dependence on Key Personnel. Success of the Company is substantially dependent upon the management efforts and expertise of Dr. Sol Lizerbram, Director; Dr. M.B. Merryman, President, Chief Executive Officer and Director; Mr. Dennis Smith, Executive Vice President and Chief Operating Officer; Dr. David Dalton, Executive Vice President of Corporate Development; and Ms. Jane Freeman, Executive Vice President - Account Services. The Company intends to utilize the contacts of Dr. Lizerbram, Dr. Merryman, consultants and outside sales persons in negotiating agreements with Affinity Groups and Third-Party Payors. The Company heavily depends upon the skills of Mr. Smith in administration of the Company's pharmacy operations. A loss of the services of any of these key individuals could adversely affect the conduct of the Company's business. While management anticipates that the Company currently has sufficient personnel resources to compensate for the loss of any single individual, in such event the Company may be required to obtain other personnel to manage and operate the Company, and there can be no assurance that the Company would be able to employ a suitable replacement for any or all of such individuals, or that a replacement individual could be hired on terms which are acceptable to the Company. With the exception of Dr. Merryman, the Company currently maintains no key man insurance on the lives of any of its officers or directors. Potential Exposure to Uninsured Product Liability Costs. The Company is subject to many of the liabilities inherent in the retail pharmaceutical business. The mail order pharmacy business is subject to potential product liability arising from dispensing wrong prescription drugs and tampering with products, including tampering while in the public mail distribution system. The Company has taken anti-tampering precautions by utilizing layered tamper-evidence packaging and distribution in unmarked outer packaging. Further, the Company is insured under a product liability insurance policy for pharmacy dispensing which provides liability protection to the Company of $6,000,000 per occurrence. However, there is no assurance that product liability claims may not, if successfully asserted, exceed such insurance coverage, or that the finances of the Company could withstand the effect of claims in excess of its insurance coverage. Lack of Cash Dividends. The Company has paid no cash dividends on its Common Stock to date, and there are no plans for paying cash dividends on the Common Stock in the foreseeable future. Any earnings which the Company may realize will be utilized to pay dividends on the Preferred Stock or retained to finance the growth of the Company. Certain notes payable currently restrict the Company's ability to pay cash dividends without the lender's consent. Dividends on the Common Stock may not be paid unless dividends on all outstanding classes of Preferred Stock have been paid. Any future dividends will be directly dependent upon earnings of the Company, its financial requirements and other factors. Volatility of Market Price. The price of the Common Stock has fluctuated significantly. During the period from January 1, 1991 to December 31, 1995, the closing bid price for the Common Stock, as quoted on Nasdaq, has ranged from a high of $9.25 to a low of $.75. There can be no assurance that the Common Stock offered hereby can be sold for a profit. Shares Eligible for Resale May Negatively Impact Trading Market. At the date of this Prospectus, approximately 14,386,050 shares of the outstanding Common Stock are "restricted securities" and may hereafter be sold subject to compliance with Rule 144 promulgated under the 1933 Act. Rule 144 provides, among other things, and subject to certain limitations, that a person holding restricted securities for a period of two years may sell, every three months, those securities in brokerage transactions in an amount equal to the greater of (i) 1% of the outstanding Common Stock, or (ii) the average weekly trading volume, if any, of the Common Stock during the four weeks preceding the sale. Under certain circumstances, Rule 144 also permits a person who is not an affiliate of the Company and who has held restricted securities for a period of three years to sell such securities without any limitations as to amount. Possible sales of the Common Stock pursuant to Rule 144 may, in the future, have a depressive effect on the price of the Common Stock in the marketplace. In addition to the Shares registered hereby, an additional 45% of the issued and outstanding shares have been registered for resale by selling shareholders pursuant to other registration statements. The availability of such shares for resale could have a depressive effect on the price of the Common Stock in the marketplace. Rights of Common Stock Subordinate to Existing and Future Preferred Stock. The Second Amended and Restated Articles of Incorporation of the Company authorize issuance of a maximum of 2,000,000 shares of preferred stock, par value $.01 per share (the "Preferred Stock"). The Company currently has outstanding 267,500 shares of 10% Series A Convertible Exchangeable Preferred Stock (the "Series A Preferred"), 112,500 shares of its Series D Preferred Stock ("Series D Preferred") and 125,000 shares of its Series E Preferred (all three series being referred to as the "Preferred Series Shares"). In addition, pursuant to the terms of the Stock Purchase Agreement, the Company is obligated to issue 125,000 shares of Series F Preferred if certain conditions precedent are satisfied. The Series A Preferred is entitled to quarterly dividends, dividends may not be paid on the Common Stock if such dividends are in arrears. Series D Preferred and Series E Preferred are not entitled to receive dividends. All of the Preferred Series Shares are entitled to a preferential distribution on liquidation of the Company and the Company may be required to redeem the Preferred Series Shares under certain circumstances. The Series A Preferred is exchangeable for 10% convertible notes (the "Convertible Notes") of the Company. Series D Preferred and Series E Preferred are convertible to Common Stock in accordance with their respective Certificates of Designation. Holders of the Preferred Series Shares are entitled to vote on any matter submitted to the stockholders and are entitled to vote as separate classes on certain matters. If additional Preferred Stock is issued in the future, the terms of a series of Preferred Stock may be set by the Company's Board of Directors without approval by the Common Stockholders of the Company and may operate to the significant disadvantage of holders of outstanding Common Stock. Such terms could include, among others, preferences as to dividends and distributions on liquidation as well as separate class voting rights. SECURITIES COVERED BY THIS PROSPECTUS The Common Stock being offered by the Selling Stockholder consists of up to 5,000,000 shares of Common Stock. The shares are issuable on conversion of the Series E Preferred Shares and/or the Series F Preferred Shares. As of the date of this Prospectus, the Company has issued 125,000 shares of Series E Preferred and anticipates issuing 125,000 shares of the Series F Preferred. Pursuant to the Stock Purchase Agreement, the Selling Stockholder acquired 125,000 shares of Series E Preferred and, when closed, will acquire 125,000 shares of Series F Preferred. Each share of Series E Preferred and Series F Preferred may be converted at the opinion of the Selling Stockholder or donees or transferees therefrom, at any time and from time to time after September 11, 1996, into that number of fully paid and nonassessable shares of Common Stock determined by dividing the Adjusted Face amount on the date of conversion by the lower of (i) the closing bid price on July 11, 1996, or (ii) 80% of the average of the closing bid price of the Common Stock for the five trading days immediately prior to the conversion date (subject to adjustment downward upon the occurrence of certain events). In the event that the conversion of the Series E Preferred and Series F Preferred to Common Stock results in the issuance of less than 5,000,000 shares of Common Stock to the Selling Stockholder, then the number of shares offered hereunder shall likewise be limited. Pursuant to the terms of the Stock Purchase Agreement, once the Commission declares this Registration Statement effective, the Selling Stockholder may not in each of the first three (3) fifteen (15) day periods thereafter tneder for conversion more than one-third (1/3) of the aggregate number of Series E Preferred Shares purchased, or Series F Preferred Shares which may be purchased, under the Stock Purchase Agreement. SELLING STOCKHOLDERS The following table sets forth the number of shares of Common Stock beneficially owned by the Selling Stockholder as of July 15, 1996 and being offered for sale hereby. The Registration Statement of which this Prospectus is a part was filed by the Company pursuant to registration rights granted to the Selling Stockholder and does not necessarily indicate a present intent to sell the Common Stock by the Selling Stockholder. NUMBER OF NUMBER OF BENEFICIAL PERCENT OF SHARES SHARES OWNERSHIP CLASS SELLING BENEFICIALLY PERCENT BEING AFTER AFTER STOCKHOLDER OWNED OF CLASS OFFERED OFFERING(1) OFFERING(2) - ------------------------------------------------------------------------------------------------------------------ Newsun Limited 1,492,537 4.58% 1,492,537 -0- -0- Total Shares 1,492,537 4.58% 1,492,537 -0- -0- (1) Calculated based upon the hypothetical conversion of 125,000 shares of Series E Preferred to Common Stock on July 11, 1996. The actual number of shares of Common Stock that would be issuable to the Selling Stockholder upon conversion of the Series E Preferred is determined in part by the market price of the Common Stock on date of conversion and, therefore, cannot be determined on the date hereof. The Selling Stockholder; subject to certain conditions, may acquire 125,000 shares of the Series F Preferred Shares which would be convertible into shares of Common Stock of the Company on substantially the same terms as the Series F Preferred Shares. (2) Assumes all Common Stock offered by the Selling Stockholder is sold.
PLAN OF DISTRIBUTION The Selling Stockholder has advised the Company that sales of the Common Stock may be effected from time to time in transactions (which may include block transactions) on the Nasdaq SmallCap Market, in the over-the-counter market, in negotiated transactions, through the writing of options on the Common Stock, or a combination of such methods of sale, at fixed prices which may be changed, at market prices prevailing at the time of sale, or at negotiated prices. The Selling Stockholder may effect such transactions by selling Common Stock directly to purchasers or to or through broker-dealers which may act as agents or principals. Such broker-dealers may receive compensation in the form of discounts, concessions, or commissions from the Selling Stockholder and/or the purchasers of Common Stock for whom such broker-dealers may act as agents or to whom they sell as principal, or both. The Selling Stockholder and any broker-dealers that act in connection with the sale of the Common Stock might be deemed to be "underwriters" within the meaning of Section 2(11) of the Act and any commission received by them and any profit on the resale of the Common Stock as principal might be deemed to be underwriting discounts and commissions under the Act. The Selling Stockholder may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the Common Stock against certain liabilities, including liabilities arising under the Act. Rule 144 promulgated under the Act allows the public resale of restricted securities if certain conditions are satisfied, including that the restricted securities be held for a specified period (currently two years), that current public information be available about the issuer, that a notice of the sale be filed and that the sale occur only as a brokers transaction or transaction directly with a market maker. Subject to satisfaction of the conditions of Rule 144, the Selling Stockholder may sell the Common Stock under Rule 144 in lieu of, or in addition to, sales hereunder. This Prospectus also may be used, with the Company's consent, by donees or other transferees of the Selling Stockholder, or by other persons acquiring the Common Stock under circumstances requiring or making desirable the use of the Prospectus for the offer and sale of such shares. PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY The Common Stock is traded in the over-the-counter market and has been quoted on the Nasdaq SmallCap Market since October 1988. The following table sets forth the range of high and low bid quotations for the Common Stock as reported by Nasdaq. The quotations set forth below reflect inter-dealer prices, do not include retail markup, markdown or commissions, and may not necessarily represent actual transactions. Year Ended December 31, ------------------------------------------------------------ 1996 1995 1994 1993 ------------- ------------- ------------- ------------- Period High Low High Low High Low High Low - ------ ------------------------------------------------------------- 1st Quarter $3.11 $2.29 $3.13 $2.13 $4.00 $2.13 $2.94 $1.81 2nd Quarter 3.13 1.94 3.88 2.19 3.44 2.19 2.94 1.69 3rd Quarter 3.25 2.88 4.31 2.07 5.81 1.50 4th Quarter 2.88 1.81 4.00 2.75 5.31 3.00 The number of record holders of Common Stock as of December 31, 1995, was 812. Management estimates that the number of beneficial owners of the Common Stock is in excess of 5,000. Holders of Common Stock are entitled to receive such dividends as may be declared by the Company's Board of Directors, subject to the preferential dividend rights of the Series A Preferred. Each outstanding share of the Series A Preferred is entitled to an annual dividend of $2.00 per share, payable in quarterly installments. In the event of an arrearage in dividends, the Series A Preferred dividend rate increases to $2.40 per year. The Series D Preferred and Series E Preferred are not entitled to dividends. Likewise, the Series F Preferred, when and if issued, will not be entitled to dividends. No dividends may be paid on the Common Stock unless all dividends on the Preferred Stock have been paid. No cash dividends on the Common Stock have been declared or paid by the Company since its inception and the Company does not anticipate that cash dividends will be paid in the foreseeable future. Certain of the Company's loan agreements further restrict the Company's ability to pay dividends on its Common Stock. SELECTED CONSOLIDATED FINANCIAL DATA The following table summarizes certain financial data for the Company for the years ended December 31, 1995, 1994, 1993, 1992 and 1991 and for the three months ended March 31, 1996 and 1995. The data is qualified in its entirety by the more detailed financial statements included in this Prospectus. Three Months Ended March 31, Year Ended December 31, --------------------------- ------------------------------------------------------------------ 1996 1995 1995(1) 1994(2)(3) 1993(4) 1992(5) 1991 --------------------------- ------------------------------------------------------------------ Statement of Operations Data: Net sales $ 25,720,000 $ 28,329,000 $114,297,000 $67,863,000 $25,224,000 $10,293,000 $4,204,000 Cost of sales (21,852,000) (24,278,000) (98,253,000) (58,793,000) (19,504,000) (8,082,000) (3,565,000) Gross profit 3,868,000 4,051,000 16,044,000 9,070,000 5,720,000 2,211,000 639,000 Operating expenses (including amortization) (3,414,000) (4,236,000) (26,859,000) (14,794,000) (13,185,000) (4,433,000) (2,162,000) Net other income (expense)(6) (422,000) (552,000) (2,517,000) 225,000 (761,000) 82,000 (7,000) ---------------------------- ------------------------------------------------------------------ Net income (loss) $ 32,000 $ (737,000) $(13,332,000) $(5,499,000) $(8,226,000) $(2,140,000) $(1,530,000) =========================== ================================================================== Net loss per common share $ .00 $ (.03) $ (.53) $ (.26) $ (.49) $ (.24) $ (.26) Weighted average shares outstanding 28,762,000 23,817,000 25,383,000 21,353,000 16,675,000 8,929,000 5,729,000 Balance Sheet Data (7): Working capital $ (6,533,000) $ 2,749,000 $ (5,138,000) $ 1,420,000 $ 1,310,000 $ 2,179,000 $1,478,000 Goodwill and other intangible assets, net 18,034,000 8,882,000 18,582,000 9,308,000 5,406,000 1,803,000 -- Total assets 44,853,000 22,406,000 41,903,000 22,317,000 13,017,000 7,271,000 3,609,000 Long-term debt less current portion 2,123,000 1,824,000 1,422,000 595,000 952,000 835,000 400,000 Redeemable Preferred Stock 5,350,000 -- 5,350,000 -- -- -- -- Stockholders' equity $ 6,538,000 $ 11,443,000 $ 9,061,000 $11,906,000 $ 7,028,000 $ 4,814,000 $2,380,000 (1) In September, 1995 the Company acquired substantially all the assets of Home Pharmacy. The acquisition was accounted for as a purchase. The Company has elected to consolidate the operations of Home Pharmacy retroactively to January 1, 1995. (2) In November, 1994 the Company acquired substantially all the assets of Medical Services Agency, Inc. (d/b/a Mednet) ("MSA"). The acquisition was accounted for as a purchase. The Company has elected to consolidate the acquisition of MSA retroactively to January 1, 1994, and these amounts include interim results of MSA through September 30, 1994 as determined by management. (3) In June, 1994 the Company acquired all of the issued and outstanding stock of FPA. The acquisition was accounted for as a purchase. The Company has elected to consolidate the acquisition of FPA retroactively to January 1, 1994. (4) In April, 1993, the Company acquired substantially all the assets of Mail Rx. The acquisition was accounted for as a purchase. (5) In January and December of 1992, the Company acquired the assets now owned by Medi-Phar and Medi-Claim, respectively. The Company has elected to consolidate the operations of Medi-Phar retroactively to January 1, 1992. Financial results of Medi-Claim are included for the last month of 1992. (6) Net other income (expense) includes subsidiary operations for period not owned. (7) Figures doe not include the proceeds to the Company generated by the sale of Series E Preferred Stock to the Selling Stockholder subsequent to the date of the Balance Sheet.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS General. The Company is in the business of administration of pharmaceutical benefits, the sale of prescription medication and over-the-counter pharmaceutical products and related services. The Company's principal sources of revenue are its mail order pharmacies (58%), its claims processing operations (36%) and its retail pharmacies (6%). The Company's primary customers are insurance companies and other Third Party Payors, as well as individual consumers. The Company believes that it can increase its revenues through the integration of its mail order pharmacy and claims processing programs. On September 15, 1995, the Company acquired substantially all of the assets of Home Pharmacy. The acquisition was accounted for as a purchase. The Company has elected to consolidate the operations of Home retroactively to January 1, 1995. See Note 10 to the Consolidated Financial Statements. The addition of the Home Pharmacy business substantially increased the Company's revenue from mail service pharmacy and claims processing. In connection with the Home Pharmacy acquisition, the Company established a new mail service facility in Chicago, Illinois which also consolidated mail service fulfillment previously conducted from Owings Mills, Maryland and Mt. Pleasant, South Carolina. The Company recorded one time charges during 1995 related to this consolidation. During 1994, the Company acquired FPA and substantially all of the assets of MSA, both of which were accounted for as purchases. The Company has elected to consolidate the operations of FPA and MSA retroactive to January 1, 1994. See Note 10 to the Notes of the Consolidated Financial Statements. Liquidity and Capital Resources. Current assets increased from $11,236,000 at December 31, 1994 to $20,932,000 at December 31, 1995 and to $24,309,000 at March 31, 1996. Despite this increase, working capital was a deficit of $6,533,000 and $5,138,000 at March 31, 1996 and December 31, 1995, respectively compared to a positive working capital of $1,420,000 at December 31, 1994. The decrease in working capital reflects both the short term debt incurred to acquire Home Pharmacy and the need to finance the increased operations, through trade accounts payable and other short term sources, through the normal cycle of creating and collecting accounts receivable. The Company has funded its operations and working capital expenditures primarily from internally generated cash, proceeds from borrowings and stock issuances. Cash consumed in operating activities was $3,187,000 in the three months ended March 31, 1996 and $3,547,000 and $4,370,000 in the years ended December 31, 1995 and 1994, respectively. The cash consumed was primarily the result of the Company's loss from operations. Factors contributing to the negative cash flow from operations for the three months ended March 31, 1996 include an increase in accounts receivable of $3,365,000 despite the reduced level of sales. This was caused by maturing obligations of certain state and other governmental clients with history of slow payment. Other factors are accounts payable reduction consumed cash as the Company paid down its trade payables. Cash consumed in investing activities in 1995 ($11,206,000) was primarily used for the Home Pharmacy acquisition and upgrades to computer hardware and software to integrate the Home Pharmacy acquisition with the existing mail order pharmacy business. The cash used in operations and investing activities was provided principally through sales of common and preferred stock. In connection with the Home Pharmacy acquisition, the Company issued an Interim Note in the principal amount of $2,500,000 and a Holdback Note in the principal amount of $4,650,000 to Arc. At December 31, 1995 the notes are reflected net of the market value of the escrowed shares. See Note 10 to the Consolidated Financial Statements. The Interim Note was paid in full in the first quarter of 1996. The Holdback Note is due in October, 1996, subject to acceleration in the event of default. The Holdback Note was modified subsequent to the initial closing to remove contingencies based on future performance of the acquired business. The Company paid all of the proceeds ($2,500,000) from the sale of the Series E Preferred to the Selling Stockholder to pay accrued interest and to reduce the principal balance on the Holdback Note. As of July 30, 1996, the Holdback Note has an outstanding balance due of approximately $2,236,147. If the Company is unable to obtain funds from the issuance of equity or debt or from operations to pay the balance of the Holdback Note remaining after the $2,500,000 payment, management expects Arc will sell all or a portion of the remaining Collateral Shares to pay the Holdback Note when it comes due. The Company does not have firm commitments for such financing. The Collateral Shares were included on the Registration Statement which became effective July 17, 1996. Arc has verbally agreed to waive such potential default pending registration of the Collateral Shares or refinancing of the Holdback Note. The Company does not currently have any plans for material capital commitments in 1996. The Company may require additional capital from outside sources (such as equity offerings) to supplement its working capital position. During the first quarter of 1996, the Company raised $2,100,000 from the sale of Series C Preferred Stock to a foreign investor. The Company has raised additional capital in the amount of $8,500,000 from the sale of Series D Preferred and Series E Preferred. The Company continues to discuss potential sources of equity capital with investment bankers and believes it will obtain additional working capital from these sources if necessary. There is no assurance that it will be able to do so. On December 27, 1995 the Company obtained a working capital revolving line of credit in the maximum principal amount of $20,000,000 from Foothill Capital Corporation ("Foothill"). The line of credit is secured by inventory, accounts receivable and substantially all other assets of the Company. The maximum principal amount of the line was intended to accommodate growth of the Company over the five year term of the Foothill agreement. The amount of actual advances received under the line at any point in time is limited by the value of inventory and accounts which qualify as collateral. As of June 30, 1996, the outstanding balance of the Foothill line was $7,764,130, which management believes is substantially the maximum which could have been drawn on such date. Advances under the line bear interest at a prime rate plus 1.5%. While the line of credit is outstanding, the Company is prohibited from paying dividends on its common stock and from taking certain other extraordinary actions without the consent of Foothill. In May 1996, the Company obtained a waiver by Foothill of the Company's failure to meet certain financial covenants with respect to the line of credit. Foothill is reviewing a possible adjustment to the covenants for future periods. If the Company becomes out of covenant in the future, there can be no assurance that Foothill will again waive compliance. See Note 2 to the Consolidated Financial Statements. Commencing at the end of the fourth quarter of 1995, the Company determined to increase the efficiency of its operations by attempting to sell five of the Medi-Phar retail outlets and by consolidating the South Carolina distribution facility with the new Chicago operation. Although the retail outlets have been contributing approximately $2,300,000 of annual net sales, certain of the outlets have been operating at a loss and are being sold. The consolidation of the South Carolina facility is not expected to affect net sales, but should result in lower costs. Subsequent to the end of the fiscal year, the Company and its insurance carrier reached a preliminary settlement on the shareholder class action suit described at Legal Proceedings. If approved by the court and accepted by the plaintiff class, the settlement will remove a financial uncertainty and will allow management to avoid the distractions of fighting litigation. In the fourth quarter of 1995, the Company reserved its anticipated share of the settlement amount and related defense costs. Results of Operations. The following table sets forth certain financial data as a percentage of net sales for the periods presented: Percent of Sales ------------------------------------------------------ Three Months Ended March 31, For the Years Ended December 31, ------------------ --------------------------------- 1996 1995 1995 1994 1993 ------------------ --------------------------------- Net sales 100.0% 100.0% 100.0% 100.0% 100.0% Cost of sales (85.0) (85.7) (86.0) (86.6) (77.3) Selling, general and administrative expenses (excluding amortization, merger expenses and restructure provisions) (10.3) (11.7) (15.2) (18.3) (35.0) Earnings (loss) before income taxes, depreciation and amortization (EBITDA) 4.7 2.6 (1.2) (4.9) (12.3) Operating income (loss) 1.7 (.7) (9.5) (8.4) (29.6) Other income (expense), net (1.6) (1.9) (2.2) 0.3 (3.0) ------------------ ------------------------------- Net income (loss) .1 (2.6) (11.7) (8.1) (32.6) ================== ===============================
On April 1, 1994, Medi-Claim assumed the obligation for payments to members of Medi-Claim's pharmacy network. Prior to April 1, 1994, Medi-Claim was only obligated to the extent payment was received from the sponsoring organization. This step was taken to standardize Medi-Claim's procedures with trends in the industry. As a result of this change, subsequent to April 1, 1994 the Company presents the sales and cost of sales as well as the related accounts receivable and accounts payable in its consolidated financial statements for prescriptions filled at participating network pharmacies by insureds covered under pharmacy plans offered by Medi-Claim's clients, the sponsoring organizations. The effect of this change was to increase reported revenue by approximately $16,000,000 compared to previous reporting. If the change had occurred at the beginning of 1994, an additional approximately $4,000,000 of revenue would have been reported in 1994. Three Months Ending March 31, 1996 Compared with 1995 Consolidated net sales for the quarter ended March 31, 1996 decreased 9.2% to $25,720,000 from $28,329,000 in the corresponding quarter last year. The decrease in sales over the prior year period was primarily attributable to a decrease in sales of the mail-order operations of 24.1% ($4,040,000). Not all of Home Pharmacy's major customers have continued with the Company following the acquisition. As with turn-over of any of the Company's customers, the Company expects to obtain new customers to replace revenue previously received from departing customers, subject to the normal sales and implementation cycles of the industry. Retail operations have decreased 46.8% ($758,000). The reduction in retail sales reflects the Company's decision to curtail these operations. These decreases were partially offset by increases in the claims processing operations 21.9% ($2,189,000). Consolidated cost of sales as a percentage of sales and as total dollars decreased for the quarter compared to the same period in the prior year. The decrease was mainly due to the changing mix in the Company's sales. Mail-order cost of sales decreased 25.0% ($3,522,000) and retail operations decreased 46.2% ($530,000) compared to the same period in calendar year 1995. Claims processing operations increased 17.9% ($1,626,000) compared to the first quarter of 1995. Selling, general and administrative expenses decreased in total dollars and as a percentage of net sales for the quarter ended as compared to the same period of the prior year. The decrease in selling, general and administrative expenses is due in part to the expected synergy in the mail-order operations resulting from the Home acquisition in September 1995 as well as cost cutting measures taken in response to reduced sales. Operating income before depreciation and amortization increased in total dollars and as a percentage of net sales for the same period in the prior year. Operating income before depreciation and amortization increased by 61.6% ($456,000) for the first three months of calendar year 1996 as compared to the same period in calendar year 1995. Operating income before depreciation and amortization as a percentage of net sales was 4.7% ($1,196,000) for the first three months of calendar year 1996 compared to 2.6%($740,000) for the same period in 1995. Depreciation and amortization decreased by 19.8% ($183,000) for the first three months of calendar year 1996 compared to the same period in calendar year 1995. Depreciation and amortization as a percent of net sales were 2.9% for the period ended March 31, 1996, compared to 3.3% for the same period in the prior year. The decrease in amortization and depreciation is primarily attributable to certain intangibles arising from acquisitions in 1994, which were fully amortized by the first quarter of 1995 and the write down of assets following the closure of the South Carolina and Baltimore facilities and closure of retail pharmacies reflected in fiscal 1995. These were partially offset by the amortization of intangibles acquired during 1995. Operating income for the quarter ended March 31, 1996 was $454,000 compared to an operational loss of $185,000 in March 1995. The reduction in the operating loss is primarily attributable to the decrease in cost of sales, depreciation and amortization, and synergism from the Home acquisition reflective in selling, general and administrative expense. Other Income (expense) decreased in total amount expended and as a percentage on sales for the quarter ended in March 31, 1996 and for the same period in 1995, principally caused by the adjustment in the first quarter of 1995 ($225,000) of subsidiary operations for the period not owned. This increase in interest expense reflects the inclusion of the cost associated with the Company's revolving credit line initiated in December 1995. The net income for the first quarter of 1996 was $32,000 or $.001 per share on weighted average shares of 28,762,000 compared with a loss of $737,000 or $(.03) per share on 23,817,000 weighted average shares outstanding in the prior year's first quarter. 1995 Compared With 1994. On September 15, 1995, the Company acquired the assets of Home Pharmacy from ArcVentures, Inc. The acquisition was accounted for as a purchase. Consistent with its treatment of prior acquisitions, the Company has included the operations of the acquired business for the entire year to date in its operating statements with a single line item to subtract the profit of the acquired business for periods prior to acquisition. Primarily as a result of the Home Pharmacy acquisition, consolidated net sales for the year ended December 31, 1995 increased 68% over the prior year ($114,297,000 in 1995 compared to $67,863,000 in 1994). The increase in sales includes $30,629,000 from pre-acquisition operations of Home Pharmacy in 1995. Approximately $4,000,000 of the increase results from the Medi-Claim contract changes discussed above. The remainder of the increase represents operation of the Home Pharmacy business by the Company. Although the Company has determined to reduce its retail pharmacy operations, the impact on future revenues for the Company as a whole is not expected to be significant. Not all of Home Pharmacy's major customers have continued with the Company following the acquisition. As with turn-over of any of the Company's customers, the Company expects to obtain new customers to replace revenue previously received from departing customers, subject to the normal sales and implementation cycles of the industry. Costs of sales for 1995 were approximately 86.0% of sales compared to 86.6% in 1994. As the industry has continued its consolidation to fewer, but larger, participants, competitive pressures to obtain customers has increased. This has led to pricing pressures and lowered gross margins for the industry generally. The slight increase in margin for 1995 compared to 1994 is not considered by management to be significant, and will likely be offset in the future by pricing pressures. Gross margins for the retail pharmacy sector have historically been higher than for the mail service and PBM business. Increased pressure from large retail chains are eroding margins for in clinic retail pharmacies. Management therefore does not anticipate that future reductions in retail revenue will significantly affect the Company's overall gross margin. The contract with a third party payor or affinity group for the provision of mail service pharmacy services typically establishes a formula for determining the price of prescriptions filled under the contract. Although each contract is separately negotiated, typically the pricing is based on the published average wholesale price ("AWP") or other standard cost reference of the drug dispensed, plus or minus a specified percentage, plus a fixed dispensing fee per prescription. The Company believes such pricing structure is typical in the industry. The pricing formula allows the Company to pass on to its customers increases in the AWP of prescribed drugs. The Company typically could not renegotiate the contract to increase its dispensing fee or the percentage of AWP charged except in connection with the annual renewal of the contract. Expenses for salaries and benefits were 7.5% of sales ($8,617,000) in 1995 compared to 7.7% of sales ($5,214,000) in 1994. The efficiencies expected from the Company's operation of the Home Pharmacy business which were implemented in the fourth quarter of 1995 and the first quarter of 1996 will begin to be reflected in 1996. Marketing and advertising expenses decreased slightly in dollar amount ($1,064,000 in 1995 from $1,296,000 in 1994) and therefore decreased as a percentage of sales to 0.9% from 1.9%. The decrease in marketing expenses reflects the Company's operating efficiencies and the economies of scale resulting in part from the Home Pharmacy acquisition. Other administrative expenses including provisions for doubtful accounts were $7,691,000 or 6.7% of sales in 1995 compared to $5,889,000 or 8.6% of sales in 1994. The decrease in these expenses as a percentage of revenue reflects efficiencies and cost cutting actions implemented by management as well as economies of scale. Other administrative expenses for the fourth quarter of 1995 were unusually high due to transition costs of consolidating the Home Pharmacy operations into the Company, the reserve for the class action litigation settlement and an increased bad debt reserve. Depreciation and amortization for 1995 was $8,884,000 or 7.8% of sales compared to $2,395,000 or 3.5% of sales in 1994. The increase in amortization in 1995 reflects approximately $2,744,000 of amortization and impairment of the Home Pharmacy assets and intangibles. The Home Pharmacy acquisition allowed the Company to consolidate the Owings Mills and Mt. Pleasant operations in the new Chicago facility. In addition, this consolidation and the planned reduction in retail operations resulted in the accelerated amortization in 1995 of approximately $3,663,000 of intangibles related to the FPA, MailRx and Medi-Phar acquisitions. Earnings (loss) before income taxes, depreciation and amortization and restructuring and merger related expenses (EBITDA) were a loss of $1,328,000 in 1995 compared to a loss of $3,329,000 in 1994. During the first nine months of 1995, the Company had earned an EBITDA profit of $1,294,000. The Company attributes the EBITDA loss for the year principally to the class action litigation ($350,000) as well as increases in fourth quarter 1995 expenses, including a substantial increase in the bad debt reserve for the approximately $8,000,000 of accounts receivable generated since the acquisition by Home Pharmacy customers with whom the Company had no prior credit history. In addition, in the fourth quarter the Company incurred non-recurring expenses related to integrating the new Chicago operations into the Company and consolidating the Mt. Pleasant operations into Chicago. The Company recorded merger related expenses of $250,000 in 1995, primarily consisting of increased shipping costs incurred to maintain Home Pharmacy delivery schedules during the transition to the new Chicago facility. The Company also recorded $353,000 of restructure charges relating to the decision to phase out the retail stores ($199,000) and consolidate the Mt. Pleasant facility into Chicago ($154,000). With these items, operating loss for 1995 was $10,815,000 compared to an operating loss of $5,724,000 in 1994. Interest on debt incurred in connection with the Home Pharmacy acquisition contributed to the 1995 interest expenses of $1,273,000 compared to interest expense of $310,000 for 1994. It should be noted that interest expense does not include dividends paid on preferred stock issued in connection with the Home Pharmacy acquisition. 1994 as Compared with 1993. Consolidated net sales for the year ended December 31, 1994 increased 169% over the prior year ($67,863,000 in 1994 compared to $25,224,000 in 1993) with a consolidated loss of $5,499,000 compared to a loss of $8,226,000 in the prior year. The increase in sales was attributable to acquisitions, including the June 1994 acquisition of FPA, the acquisition of MSA in November 1994. In addition, $16,119,000 of claims processing revenue and costs of sale in 1994 was attributable to contractual amendments entered into by Medi-Claim described above. Costs of sales increased as a percentage of net sales from 77.3% in 1993 to 86.6% in 1994. The increase in cost of sales was primarily due to the changing mix in the Company's sales and the inclusion of Medi-Claim sales, which had a lower gross margin in 1994 due to the contractual amendments. Expenses for salaries and benefits increased to $5,214,000 in 1994 from $4,401,000 in 1993, but declined as a percentage of sales to 7.7% from 17.4%. This reflects the addition of the FPA and Mednet operations and addition of other personnel consistent with increased volume. The 1993 salaries and benefits include $766,000 of Common Shares and cash paid to the President to obtain the release of certain potential future severance benefits. Similarly, other selling, general and administrative expenses rose in dollar amount, but declined as a percentage of sales. The $2,395,000 depreciation and amortization expense in 1994 compared to $4,354,000 in 1993 related to primarily intangible assets acquired in connection with acquisitions. During May 1993, the Company entered into an agreement with former owners of the retail pharmacies purchased during 1992 to induce them to convert the outstanding balance of the convertible note payable into Common Shares of the Company. The Agreement provided for the issuance of 249,130 Common Shares having a market value at the time of $560,542 in satisfaction of the $747,000 balance of the note payable. In addition, the Company agreed that until such time as the shares issued on conversion were registered, the Company would continue to make principal and interest payments to the note holders in accordance with the original terms of the notes. The conversion terms of the notes had provided that the note holders, at their option, could convert the outstanding balance of the notes into Common Shares of the Company at a price of $5.00 per share. Generally accepted accounting principles as prescribed in Statement of Financial Accounting Standards No. 84 "Induced Conversions of Convertible Debt" ("SFAS 84") requires recognition of an expense equal to the fair value of the additional securities or other consideration issued to induce conversion. SFAS 84 is applicable to such transactions regardless of whether, as was the fact here, the total value of the securities issued on conversion was less than the balance of the debt. As a result of the transaction and the application of SFAS 84, the Company recorded debt conversion expense of $224,000 in 1993 with an increase to paid in capital of an equal amount and $203,000 in 1994. The expense in 1994 represented interest and principal paid on the note in 1994 prior to registration of the shares issued on conversion. BUSINESS General. Mednet, MPC Corporation (the "Company") was incorporated under the laws of the State of Nevada in September, 1985. Substantially all of the Company's business is derived from its activities in the prescription benefits management industry. The Company, together with its subsidiaries Medi-Mail, Inc. (Medi-Mail"), Medi-Claim, Inc. ("Medi-Claim"), Medi-Phar, Inc. ("Medi-Phar") and Family Pharmaceuticals of America, Inc. ("FPA"), acts as an integrated, full service prescription drug benefits manager serving individual members of retirement organizations, fraternal organizations, state employee organizations and commercial organizations ("Affinity Groups"), corporations, self insurance trusts, insurance companies, and other benefit plan sponsors ("Third-Party Payors" and collectively with the Affinity Groups, "Payors") throughout the United States. The Company's benefit programs (the "Programs") offer prescription drug benefits to approximately two million individuals ("Participants") most of which receive funded benefits through Third Party Payors and/or are members of an Affinity Group. The Company's executive offices are located at 871-C Grier Drive, Las Vegas, Nevada 89119, and its telephone number is (702) 361-3119. Description of Prescription Benefits Management (PBM) Business The Company develops and administers client-specific prescription drug benefit programs ("Programs") on behalf of more than 400 Payors throughout the U.S. The Company attempts to customize its Programs to meet the Payors' particular benefits strategy combining a number of managed care features to cost effectively manage the Payor's entire prescription benefits program. The Programs combine mail service pharmacy features such as enhanced generic substitution and the convenience of home delivery, with the feature of retail network pharmacy such as automated claims adjudication, real time electronic networking of retail pharmacies and card programs. Payors can choose a Program which incorporates on-line electronic claims processing, drug utilization review, and an electronic network linking more than 45,000 retail pharmacies in the U.S., as well as features of a mail service pharmacy program. In the alternative, Payors can choose either a mail service pharmacy program or a network claims processing program. Mail Service Pharmacy Operations. Overview. For 1995, the Company derived approximately 57.6% of the consolidated gross sales for the Company and its subsidiaries from its mail service pharmacy operations. The Company's mail service pharmacy program is conducted from its Las Vegas, Nevada and Chicago, Illinois locations. The Company services customers throughout the United States. The Company's mail service pharmacy program is designed for convenience and to reduce prescription medication and over-the-counter pharmaceutical costs to individuals, corporations, labor unions, retirement systems, health and welfare trusts, insurance companies, federal and state employee plans, health maintenance organizations and third-party administrators. The mail service pharmacy program attracts senior citizens, home-bound persons, sight or hearing impaired persons and users of regularly prescribed medications who are interested in the convenience of direct delivery of medication and/or lowering their medication and pharmaceutical expenses. The Company believes that it delivers prescription medication and over-the-counter pharmaceutical products to the homes of customers at lower costs, on average, than is generally available through retail pharmacies. These medications are typically maintenance medications which are defined as medications which must be taken on an ongoing basis for chronic conditions such as high blood pressure, arthritis and heart and thyroid conditions. The Company believes that these conditions account for a majority of prescription medication expenditures in the United States. The Company directed its initial efforts toward individuals/members of Affinity Groups. In 1991, the Company began to direct its marketing efforts to Third-Party Payors in order to make the Company's services available to their insureds or members. On September 15, 1995, the Company acquired the assets of Home Pharmacy from ArcVentures, Inc. The acquisition is accounted for as a purchase. Consistent with its treatment of prior acquisitions, the Company has included the operations of the acquired business for the entire year in its operating statements for 1995 with a single line item to subtract the profit of the acquired business for periods prior to acquisition. Benefit of Mail Service Pharmacies to Direct Payor. Individual customers and members of Affinity Groups (collectively, "Direct Payor") benefit from the Company's mail service pharmacies as follows: o Convenience of pharmacy delivery system that delivers prescription medication and over-the-counter pharmaceutical products to the home. o Lower out-of-pocket costs for the medications and pharmaceutical products. o Typically, a Direct Payor, with approval of a physician, can receive up to a 90-day supply of prescription medication under the Company's programs as compared to lower supplies generally dispensed by retail pharmacies. o A Direct Payor using the 90-day plan can save money due to lower operating costs, bulk rates provided by the Company and elimination of repetitive dispensing costs. Benefit of Mail service Pharmacies to Third-Party Payor. Managers of corporate funded health benefit plans and other Third Party Payors have sought ways to contain health care costs, including the costs of prescription medication benefits. In order to contain the costs of prescription medication benefits, benefits managers have increasingly used mail service pharmacy programs for dispensing maintenance prescription medications to plan participants. The Company's mail service operations provide the following benefits over traditional indemnity health benefit plans that provide for the purchase of prescription medications through retail pharmacies: o Under traditional plans, the Third-Party Payor typically incurs a dispensing fee and administrative charge each time a prescription medication is dispensed. Under the Company's plan, a plan participant, with approval of a physician, can typically receive up to a 90-day supply of prescription medication as compared to a lower supply generally dispensed under traditional plans utilizing retail pharmacies. The higher supply limit of maintenance prescription medication generally available under the Company's programs provides a cost savings to the Third-Party Payor by reducing repetitive dispensing fees and, in some cases, administrative charges. o Additional cost savings are often realized through the Company's programs as a result of a significant emphasis on the use of generic drug substitution as an alternative to more expensive brand name medications. The Company has a variety of mail service programs designed to accommodate client-specific needs. Under a typical funded program, a Third-Party Payor contracts either directly with the Company or a third-party administrator to provide prescription medications to plan participants. Plan participants desiring to use the program mail an order form to the Company, enclosing a physician's prescription for the ordered prescription medication together with a nominal payment (the "co-payment"), for each prescription ordered. The participant may also place an order by calling the Company's toll free telephone number. The co-payment is fixed by agreement between the Company and the Third-Party Payor. This type of mail service prescription program is known as a "funded" plan because the Third-Party Payor provides all of the funding above the co-payment amount. The Company bills the Third-Party Payor for the cost of prescriptions less the applicable co-payments already collected. Medi-Claim Claims Processing For 1995, the Company derived approximately 36.4% of the consolidated gross sales for the Company and its subsidiaries from its claims processing operations. The Company's prescription claims administration programs ("Programs") are conducted through Medi-Claim. In November 1994, Medi-Claim acquired substantially all of the assets of Medical Services Agency, Inc., which operated under the registered service mark of Mednet(R), in exchange for 1,600,000 shares of the Company's common stock. The Programs are sponsor-specific benefit programs through which Medi-Claim processes and adjudicates paper and electronic prescription drug claims generated through a network of participating retail pharmacies. The pharmacy network includes approximately 45,000 retail pharmacies in the U.S., each of which contracts with Medi-Claim to provide prescription dispensing at contracted rates. The Medi-Claim Programs utilize point-of-sale electronic data transmission and automated claims adjudication to manage claims in Programs covering Participants nationwide. Claims data is transmitted to Medi-Claim electronically from pharmacies, or by mail from beneficiaries, for adjudication and payment in accordance with the Payor's particular plan design specifications. The Programs are designed to maximize the Payor's control and cost savings opportunities by combining a number of managed care pharmacy features. The utilization control mechanisms and claims processing efficiencies of the Medi-Claim Programs, as well as the price reductions Medi-Claim negotiates from retail pharmacies, reduce the administrative costs associated with providing retail pharmacy-based prescription drug benefits coverage. Program design features also encourage the dispensing of less expensive generic drugs and a review of pharmaceutical therapy patterns. The Programs are offered either on a stand-alone basis or are integrated into major medical plans. In addition, as discussed below, the Programs are offered in conjunction with the company's mail service pharmacy programs as an integral part of the combined benefits program. Description of the Medi-Claim Programs Medi-Claim currently processes prescription drug claims from its operations center located in Lemoyne, Pennsylvania. Under the Medi-Claim Programs, Payors provide Medi-Claim with periodically updated Participant eligibility data, which is integrated into Medi-Claim's information management system. Medi-Claim is then able to process prescription claims submitted either directly by eligible Participants by mail, or through the Medi-Claim nationwide network of retail pharmacies utilizing point-of-sale electronic data submission. Once the Medi-Claim system determines the adjudication of the claim, reimbursement checks and an Explanation of Benefits form are generated and mailed to the Participant. Medi-Claim strives to process 95% of all claims within five calendar days of receipt and the remaining claims within ten calendar days of their receipt, although during many periods of the year the turnaround time is faster. Over 95% of all claims are electronically adjudicated. The process of electronic point-of-sale submissions through the Medi-Claim network of retail pharmacies is identical to the paper claims process described above except that claims data is received electronically by Medi-Claim and processed automatically upon receipt by Medi-Claim's management information system. The retail pharmacy network can access Medi-Claim's processing system seven days a week. For those Programs which provide eligible Participants with a mail service pharmacy feature through a third party provider, Medi-Claim provides eligibility data directly to the mail service pharmacy, which then submits claims data to Medi-Claim. Medi-Claim provides its Payors with regular management reports describing overall Program activity and utilization trends. Medi-Claim account executives regularly analyze Payor utilization data and make recommendations for additional opportunities for cost containment. In some cases, Medi-Claim produces management reports which are designed to highlight unusual utilization patterns which may indicate that clinical intervention or fraud and abuse detection may be warranted. Medi-Claim's management reports include all Participant prescription drug utilization resulting from use of both the network retail and mail service pharmacies. Medi-Claim Programs are structured to provide Payors with the ability to better understand and control the cost of their entire pharmaceutical benefits Program. Features of the Medi-Claim Programs include: o Flexible Plan Design. Program designs are flexible to meet the Payor's particular benefits strategy, therapeutic effectiveness and cost containment objectives. The Programs include incentives to encourage Participants to use the most cost effective network retail or mail- service dispensing location and to purchase the least expensive drug available, including an emphasis on generic substitution. Programs are regularly reviewed with Payors in order to target additional areas of Program savings. o Comparison of Expected Results to Actual Activity. Medi-Claim regularly analyzes a Program's projected savings associated with its plan design features, the use of the Medi-Claim retail pharmacy network, and mail service pharmacy activity relative to the costs experienced by the Payor. If deviations from savings expectations are evident, Program modifications are recommended. o Management Reports. The Medi-Claim database enables Medi-Claim to provide Payors with regular detailed management reports of Program activity and costs. The reports are designed to illustrate Program results and opportunities for additional cost savings. o Commitment to Service. Although the primary objective of Medi-Claim's Payors is to increase therapeutic effectiveness and reduce pharmaceutical benefit costs, Payors also require the accurate and rapid processing of claims. Medi-Claim produces a variety of service level reports which provide Payors with an assessment of critical claims processing success indicators. Mednet Integrated Prescription Benefits Programs The Company offers Mednet integrated prescription benefits programs that combine the cost savings and convenience of the mail service pharmacy Programs with the Medi-Claim network-based claims administration programs. With the integrated program, Payors can achieve cost savings compared with traditional prescription benefits programs which lack managed care cost controls. The Mednet integrated programs offer a variety of additional benefits which are designed to provide increased therapeutic effectiveness and maximize cost savings, control and increase compliance. o Convenient, user-friendly programs with a single point of service and accountability to ensure rapid problem resolution. o Coordination of dispensing data collection and analysis from all aspects of the benefits programs, whether generated from retail network pharmacies or mail service pharmacy. This ensures ready access to all information necessary to monitor program activity and develop further cost saving strategies without relying on the coordination among third party benefits providers. o A drug utilization review system that detects potential adverse drug interactions, allergies, overuse and abuse in all areas of the prescription benefits system, whether the drugs are dispensed through mail service or through a network retail pharmacy. o Prescription dispensing policies that encourage the use of less expensive, therapeutically equivalent generic or brand name drugs regardless of the dispensing location. o Automated on-line administration of retail pharmacy prescription claims that gives immediate and accurate claims review, informative utilization data and eliminates manual review. o Regular and comprehensive management reports to provide the Payor's benefits manager with an understanding of usage trends and costs for the entire prescription benefits program. Retail Pharmacy Operations Through Medi-Phar, the Company in 1995 derived gross sales representing approximately 6.0% of consolidated gross sales for the Company and its subsidiaries through the operation of the in-clinic retail pharmacies, located in San Diego, California and Las Vegas, Nevada. Operation of the retail pharmacies provided the Company with a working knowledge of the retail pharmacy business which improved the Company's ability to market and develop its service, primarily the pharmacy network and claims processing system of its subsidiary, Medi-Claim. As the Medi-Claim network has developed, this aspect of the retail pharmacies has become less important. The Company has closed four of the retail locations and anticipates closing one more retail location in 1996. Financial Information About Industry Segment The Company operates in only one industry, the administration of pharmaceutical benefits, the sale of prescription medication and over-the-counter pharmaceutical products and related services. Marketing The Company directed its initial marketing efforts toward the Direct Payor (individuals/members of Affinity Groups). In 1991, the Company began to expand its marketing efforts to Third-Party Payors in order to make the Company's services available to their insured or members. The Company has significantly increased this emphasis by its acquisition of the Mail Rx assets, the FPA mail pharmacy operations and the Mednet claim processing operations and has expanded its marketing efforts to reflect the Mednet integrated Programs offered by the Company. The Company's mail order and claims processing programs (collectively, the "Programs") are marketed nationally through the Company's internal sales organization of pharmacy benefits professionals and their marketing support staff. A significant portion of new accounts are generated by marketing Programs through existing relationships with Payors. The remainder of new accounts are generated by direct solicitation of corporate accounts, usually through telemarketing, direct mail marketing, trade shows and referrals. Revenues of the Company depend upon the extent to which its Programs are utilized by the Payors' eligible Participants. Accordingly, the Company's benefits professionals work with Payors' benefit managers on an ongoing basis continually to assess utilization levels in the Programs and, where necessary, to incorporate additional incentives, sometimes in the form of more advantageous Program terms, to promote increased utilization among Participants. Direct Pay Accounts Affinity Groups offer or endorse the Company's discount mail service pharmacy as a benefit to their members and include information about the Company and its services in their promotional materials, newsletters, magazines and membership drives, but do not engage in active selling on behalf of the Company. Affinity Group members then deal with and pay the Company directly for prescription medications and over-the-counter pharmaceutical products and receive special group discounts. Third-Party Payor Accounts In order to facilitate growth and decrease new account acquisition costs, the Company began in 1991 to develop a base of accounts in the Third-Party Payor market. In June, 1991 the Company entered into a consulting agreement ("Agreement") with Irwin Jann, a marketing consultant ("Consultant"), pursuant to which it agreed to issue warrants ("Warrants") to purchase up to 2,000,000 Common Shares at $3.00 per share. Warrants with respect to 250,000 Common Shares were vested immediately upon signing of the Agreement. Warrants with respect to an additional 750,000 common shares vested under the Agreement during 1994. In addition, the Agreement provided that the Company pay to the Consultant a 1% commission on gross sales from contracts facilitated by the Consultant. The June 1991 Consulting Agreement expired by its terms on May 31, 1994. As of June 1, 1994, the Company entered into a consultant agreement with the marketing consultant's professional corporation. Under that agreement, the consultant or his assigns receive warrants to purchase 1,000,000 common shares at a price of $3.00 per share, and a commission on gross sales. Major Customers. During 1995, National Insurance Services, accounted for approximately 14% of revenue. This customer had accounted for approximately 13% of 1994 revenue. Revenues from this customer as a percentage of total revenue declined during the first half of 1996 to less than 10%. On July 3, 1996, the customer informed the Company of its intent to terminate its contract with the Company effective October 1, 1996. Another customer, the City of Chicago, accounted for approximately 13% of 1995 revenue. This customer's contract with the Company subsequently expires. On March 8, 1996 the Company executed a contract granted in June, 1995 with the Commonwealth of Pennsylvania which management believes will result in revenues greater than those received from the City of Chicago. No other single customer accounted for more than 10% of 1995 revenue. Government Regulation. There are extensive state and federal regulations applicable to the dispensing of prescription medications. Since sanctions may be imposed for violations of these laws, compliance is a significant operational requirement for the Company. The mail service prescription medication and over-the-counter pharmaceutical business of the Company is conducted from two licensed pharmacies located in Las Vegas, Nevada and Chicago, Illinois. The retail pharmacies are licensed in California and Nevada. Nevada, California and Illinois have detailed laws governing a wide range of matters relating to the operation of pharmacies, and the Company believes that it is in substantial compliance with these laws. The laws include, among others, provisions requiring pharmacies and pharmacists to be licensed, as well as provisions as to who may write and dispense the prescriptions, how prescriptions must be filled, how prescription drugs and controlled substances must be stored and safeguarded, and after what period of time they must be disposed of, record retention, and generic substitution. These requirements are issued by the California, Nevada, and Illinois Boards of Pharmacy which are empowered to impose sanctions, including license revocation, for noncompliance. In addition, each pharmacy and pharmacist employed by the Company is bound by standards of professional practice. Each state into which the Company mails pharmaceuticals also has laws and regulations governing the operation of pharmacies and the dispensing of prescription drugs in that state. In many cases, these statutes include provisions which purport to regulate out-of-state mail service pharmacies that mail drugs into that state. The regulations are administered by an administrative body in each state (typically, a pharmacy board) which is empowered to impose sanctions, including license revocation, for noncompliance. In those states where it exists, state regulation of out-of-state pharmacies essentially can be divided into three categories: disclosure, licensing and prohibition. States with disclosure statutes generally require that out-of-state pharmacies register with the local board of pharmacy, follow certain procedures and make certain disclosures, but generally permit the mail service pharmacy to operate in accordance with the laws of the state in which it is located. States with licensing statutes generally impose the same licensing requirements and compliance with local laws on out-of-state pharmacies as on in-state pharmacies. The Company understands that several states currently impose licensing requirements on out-of-state pharmacies. In addition to the Company or its subsidiaries being duly licensed in Nevada, Illinois and South Carolina, the Company has complied with the disclosure law and registration requirements or the licensing law to do business as an out-of-state pharmacy in eight states and is evaluating whether it will register in others. The Company does not have any applications for licenses currently pending. The boards of pharmacy of certain states do not purport to regulate out-of-state mail pharmacy services. The Company believes that in the most recent completed fiscal year approximately 46% of its mail service sales came from states in which the Company has complied with the disclosure or licensing laws, and that approximately 34% of its mail service sales were for the eighteen states which the Company believes do not regulate mail service sales. Some states have also enacted laws and regulations which, if successfully enforced, would effectively limit some of the financial incentives available to benefits plan sponsors that offer mail service pharmacy programs. This so-called "freedom-of-choice" legislation generally prohibits a benefits plan sponsor from requiring its participants to purchase prescription drugs from a single source. The U.S. Department of Labor has opined that certain types of "freedom-of-choice" laws and regulations are preempted by the Employee Retirement Income Security Act of 1974 (ERISA). The Attorney General in one state has reached a similar conclusion and has raised additional constitutional issues. Finally, the Bureau of Competition of the Federal Trade Commission has stated that such legislation may reduce competition and raise prices to consumers, to the extent it impedes or prevents benefit plan sponsors from offering programs that take advantage of the economies of scale associated with single sourcing of pharmaceuticals from a mail service pharmacy. There has been no formal administrative or judicial efforts to enforce any of these laws against the Company. The Company has received inquiries from boards of pharmacy in several states questioning whether the Company is engaged in business in violation of their state laws. While the Company has substantially complied with the laws in certain states, it has not complied with the laws or regulations of all states to which it delivers pharmaceuticals. Should enforcement of these laws be attempted, the Company believes that these laws and regulations would be subject to challenge under the United States Constitution. However, if the laws or regulations were to survive such a challenge, the Company would likely be subject to penalties and, possibly, prohibitions and additional costs which could have a material adverse effect on its mail service pharmacy business. The Company is aware that some state boards of pharmacy are attempting to further promote laws and regulations designed to restrict the activities of mail service pharmacies. In addition to the above-described laws and regulations, there are federal statutes and regulations which establish standards for all pharmacies and pharmacists concerning the labeling, packaging, advertising, and adulteration of prescription drugs and the dispensing of controlled substances and prescription drugs. Federal Trade Commission and United States Postal Service regulations require mail order sellers to engage in truthful advertising, to stock a reasonably supply of drugs, fill mail orders within thirty days and, if that is impossible, to inform the consumer of his or her right to a refund. The Company believes that it is in substantial compliance with the above requirements. Further, the United States Postal Service has statutory authority to restrict the transmission through the mails of drugs and medicines to a degree that could have an adverse effect on the Company's mail service operations. To date, the United States Postal Service has not exercised this statutory authority. To the extent that any of the foregoing laws or regulations, existing or proposed, prohibit or restrict the operation of mail service pharmacies and are found to be applicable to the Company and enforceable, they could have an adverse effect on the Company's mail pharmacy service operations as well as on the operations of all other mail pharmacy service providers. In addition, the Company would be required to take appropriate steps to effect compliance to continue doing business in the states where such statutes are enforced and non-compliance could expose the Company to the imposition of fines and penalties which, depending upon the number of jurisdictions which impose such fines and penalties and how they are imposed, could be material. There is no assurance that the Company would be able to comply with the diverse and possible contradictory laws of all such states and, consequently, the Company's operations in such states may be impaired, interrupted or prohibited. Despite its efforts, the Company may be unable to comply with all existing and future regulations. Existing and future legislation could increase the Company's operating expenses, as well as operating expenses for the entire industry. In addition, several states impose substantial fines, penalties or criminal sanctions for failure to comply with existing regulations. Such fines could exceed $2,000 per day or per violation, or misdemeanor criminal charges could be filed against the Company. The Company is not aware of any state that has imposed, or presently intends to impose, any such fine, penalty or charge against the Company. The Company also believes that such fines, penalties or charges would be subject to challenge under the United States Constitution, but is not aware of any such challenge being successfully applied to date. While increased cost would be passed on to the ultimate subscriber, such increased costs, if significant, would adversely affect the Company's business. Moreover, existing and future regulations could curtail the scope of the Company's operations should the Company choose not to conduct business in those states where regulations have been adopted. Competition. The prescription drug benefit business is highly competitive. The Company's mail pharmacy business competes for the business of Third-Party Payors and Direct Payors. The Company's principal mail pharmacy business competitors for Third-Party Payors are America's Pharmacy, a subsidiary of Systemed, Inc., National Rx, a division of Medco Containment, Caremark, and Health Care Services, Inc., a division of Diagnostek, Inc. Third-Party Payors generally look to service levels, lower health care costs and reputation. The Company's principal mail pharmacy business competitors for Direct Payors include Express Pharmacy Services, a division of Thrift Drug which is a subsidiary of J.C. Penney, A.A.R.P., a number of smaller mail service pharmacy companies and retail pharmacies. Individual customers generally look to price, convenience and service. All of the above referenced entities possess substantially greater financial, marketing and personnel resources than the Company. The Company's prescription claims processing services compete with other prescription drug benefit providers/processors and the larger third-party prescription drug claims processors such as PCS, Inc., and PAID, a division of Medco Containment. Additionally, there are numerous smaller regional claims processors and many insurance companies also process claims in conjunction with their underwriting of medical insurance programs, as well as for self-insured plan sponsors. While Management believes that the Company is competitive in its price, quality and service taken as a whole, there can be no assurances that, as the mail service pharmaceutical industry evolves, the Company will be able to operate profitably given the level of competition within the industry. Moreover, the Company cannot predict, with accuracy, the effect of unspecified, but probable future changes in the domestic health care system currently being discussed by the Executive and Legislative branches of the United States Government. Medi-Phar's retail pharmacies compete with other retail pharmacies in the San Diego, California and Las Vegas, Nevada areas with competitive factors being location, price, product selection and service. Inventory. The Company obtains its medications and pharmaceutical products from approximately 30 manufacturers, distributors and wholesalers. In order to minimize the potential risks inherent in relying on any particular supplier, the Company attempts, whenever possible, to establish and maintain relationships with more than one supplier of any particular product. Thus, in the event that one source is unable to supply a needed product, or is unable to offer a competitive price, the Company may turn to an alternative source. For certain products, particularly brand name products, there may be only one or a limited number of suppliers. In the event that the supply of these products becomes limited, or the price is significantly increased, the Company believes that most pharmacies dispensing this product will be similarly adversely affected. The Company maintains an inventory control program such that most products in the Company's inventory of over-the-counter, brand name and generic medications are on the shelf 45 days or less. The inventory control program also includes a buying schedule for products with consistent demand. The flexibility achieved as a result of the Company's network of suppliers enables the Company to promptly obtain products which are infrequently demanded by the Company's customers, thereby saving the cost of keeping such products in inventory. Most suppliers can deliver orders to the Company within 24 hours. Product Liability. Product liability is a major concern in the mail pharmacy business. Liabilities may arise from possible dispensing errors, package tampering and product defects. The Company has taken anti-tampering precautions by utilizing layered tamper-evidence packaging on all products it distributes, and its delivery is made in unmarked outer packaging. These steps are designed to eliminate the problem with tampering prior to receipt by the customer. The Company maintains a toll-free telephone number which facilitates customer contact and enables customers and the Company to verify prescriptions as ordered by the physician or supplied by the Company. Additionally, the Company maintains an internal quality control system, pursuant to which each order is checked and verified by pharmacy personnel after it is filled and before shipping, in an effort to assure that customers receive the exact prescribed medication. The Company carries the type of insurance customary in the mail service and retail pharmacy industry, including professional and product liability insurance. The Company believes that its insurance protection is adequate for its present business operations. However, there can be no assurance that the amount of insurance coverage would be sufficient to cover any potential liability claim, or that the finances of the Company could withstand the effect of a claim in excess of its insurance coverage. Management intends to continue such policies in effect, and provided the same is available, may increase coverage as the Company's needs dictate. In addition, the Company is named as an additional insured by many of its suppliers. Although wholesale and retail pharmacies in general have not, as yet, experienced any unusual or extraordinary difficulty in obtaining insurance at an affordable cost, there can be no assurance that the Company will be able to maintain its coverage in the future. Mail Pharmacy Distribution. The Company has two mail service pharmacy and fulfillment facilities. One is located in Las Vegas, Nevada, and the other in Chicago, Illinois. The Las Vegas facility was designed by the Company to accommodate the Company's corporate offices in addition to the variety of the Company's distribution operations, including inventory storage, order processing, shipping, billing, customer service and certain marketing and administrative functions, with a view toward maximizing safety and efficiency. The Company maintains a toll-free number for incoming orders. Initial customer orders are typically received by mail. New prescriptions and refills may be ordered by telephone. All orders are reviewed; doctors are contacted for verification as required and prescriptions are filled on the premises by licensed pharmacists employed by the Company. Most orders are shipped to the customer by United States mail, United Parcel Service or other common carriers. Payments are handled through major credit card accounts or through direct billings. Due to the Company's typical order processing time of less than 48 hours, the Company had no material backlog of orders as of December 31, 1995. The Company's business is not seasonal to any significant extent. Employees. As of June 30, 1996, the Company had a total of 248 employees. Except for its executive officers (see "DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT") the Company's employees are clerical, sales, customer service, claims processing and pharmacy related staff paid consistent with industry standards. None of the Company's employees are covered by a collective bargaining agreement. The Company believes that it has a good relationship with its employees. Forward Looking Statements. Statements regarding the Company's expectations as to demand for its products and services in 1996, the operating efficiencies from operation of the Home Pharmacy business, and revenue generation from existing or future contracts and certain other information presented in this report constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Although the Company believes that its expectations with respect to future results are based on reasonable assumptions within the bounds of its knowledge of its business and operations, there can be no assurance that actual results will not differ materially from its expectations. In addition to matters affecting the economy and the Company's industry generally, factors which could cause actual results to differ from expectations include the following: - - Loss of one or more significant customers - - Reduction in gross profit margins due to competitive pricing pressures - - Changes in governmental regulation or failure to comply with existing regulation - - Changes in the cost or availability of pharmaceuticals not reflected in reimbursement rates from third party payors - - Inability to obtain needed additional capital on terms acceptable to the Company - - Inability to reduce costs while maintaining customer service - - Failure to obtain new contracts, due to competitive pressures or otherwise - - Potential default under line of credit or other material contracts Properties. The Company's corporate headquarters are located in Las Vegas, Nevada. The mail service pharmacy/fulfillment centers are located in Las Vegas, Nevada and Chicago, Illinois. The Company's claims processing operation is located in Lemoyne, Pennsylvania. The retail pharmacies are located in San Diego, California and Las Vegas, Nevada. The following chart provides more detailed information concerning the Company's properties: Approximate Lease Size in Sq. Ft. of Expiration Location Facility (1) Primary Use - -------- ------------------ ---------- ------------ Las Vegas, Nevada 17,608 03/98 Mail Order Prescription Pharmacy, Claims Processing Operations and Corporate Offices Chicago, Illinois 13,500 09/00 Mail Order Prescription Pharmacy Lemoyne, Pennsylvania 3,337 01/02 Claims Processing Operations Owings Mills, Maryland 6,352 08/96 Subleased Mount Pleasant, South Carolina 2,790 01/97 Vacant San Diego County, California 1,100 03/99 Pharmacy (Poway) San Diego (3rd Avenue) 1,100 05/00 Vacant San Diego, California (Plaza Properties) 800 06/00 Pharmacy San Diego, California (El Cajon) 1,000 NA(2) Pharmacy San Diego, California (Gateway) 1,100 03/99 Pharmacy Las Vegas, Nevada (East Harmon) 540 11/99 Pharmacy (1) Includes all renewal terms. (2) The term of this lease is month-to-month.
For information with respect to obligations for lease rental, see Note 12 to the Consolidated Financial Statements. The Company considers its properties to be suitable and adequate for its present needs. Recent Developments Retention of Donaldson, Lufkin & Jenrette On May 6, 1996 the Company engaged Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ") as its exclusive financial advisor for a period of one year. DLJ will assist the Company in a review of available financial and structural alternatives to meet long term strategic objectives. Alternatives to be considered include, but are not limited to, acquisitions of the assets, securities or business of another entity or the sale, merger, consolidation or other business combination with another entity. The Board of Directors has not made a determination to consider or accept any potential transactions which may be suggested by DLJ. There is no assurance that DLJ will present any potential transaction which the company finds acceptable. If DLJ does advise the Company with respect to a consummated transaction involving the sale of the Company or its assets, the Company has agreed to pay DLJ a fee equal to 1.5% of the first $100,000,000 in value received by the Company or its shareholders and 1% of the value in excess of $100,000,000, with a minimum fee of $1,000,000. In the case of an acquisition by the Company or other transaction, the fee will be negotiated between the Company and DLJ. Bergen Brunswig Dispute. On June 10, 1996, the Company filed a complaint in the United States District Court for the District of New Jersey against Bergen Brunswig Drug Company and its parent corporation Bergen Brunswig Corporation (collectively "Bergen"). Prior to June 10, 1996, the Company had been purchasing a substantial portion of its prescription drug requirements through Bergen. The complaint alleges, among other things, that Bergen breached various terms of its supply agreements with the Company. On June 11, 1996, Bergen Drug Company filed a complaint in the United States District Court for the District of Nevada against the Company, its subsidiaries, Dr. Merryman, Dennis Smith and Tom Warren. Bergen's complaint seeks to recover $7,500,000 from the corporate defendants alleged to be owing for products purchased by the Company. The complaint also seeks to recover an unspecified amount of exemplary damages from all of the defendants on various theories relating to the Company's purchase of products including breach of an implied covenant of good faith and fair dealing, intentional misrepresentation and negligent misrepresentation. See "Legal Proceedings". The parties have agreed to not require responsive pleadings to be filed in either action while settlement negotiations are proceeding. As a result of its dispute with Bergen, the Company has obtained new suppliers for the prescription drugs previously obtained through Bergen. Although each brand name prescription drug is generally available from a single manufacturer, the Company generally has a choice of distributors from whom it buys drugs. The Company believes that all such drugs are available from its new suppliers on terms not substantially less favorable to the Company than had been obtained from Bergen. There can be no assurance that the Company will not experience problems in the transition to new suppliers, including possible increased costs and temporary interruptions in supply. Effective Registration Statement On July 17, 1996, the SEC declared effective the Company's Registration Statement on Form S-1, Registration No. 333-00577. By such prior Registration Statement and prospectus, certain selling stockholders, registered and offered for sale up to 8,004,207 shares of Common Stock. The shares were comprised of 322,727 shares currently owned by selling stockholders, 1,783,330 shares issuable upon conversion of the Company's Series A Preferred Stock, (the "Conversion Shares"), 2,681,972 shares issuable upon the exercise of outstanding warrants (the "Warrent Shares") and 3,216,178 shares pledged by the Company to ArcVentures, Inc. ("ARC") as collateral for certain obligations owed by the Company to ARC (the "Collateral Shares"). As of July 30, 1996, the Company has paid a portion of the outstanding obligations to ARC and the number of Collateral Shares has been reduced to 1,608,089. The shares offered hereunder are in addition to those shares offered in the prior Registration Statement. DIRECTORS AND EXECUTIVE OFFICERS The following table sets forth the names and ages of the members of the Company's Board of Directors and its executive officers, and sets forth the position with the Company held by each: Name Age Position - ---- --- -------- Hon. Leo T. McCarthy** 65 Chairman of the Board of Directors M. B. Merryman*** 54 President, Chief Executive Officer, Director Dennis Smith 48 Executive Vice President, Chief Operating Officer Jane E. Freeman 42 Executive Vice President - Account Services Development Dr. David L. Dalton 47 Executive Vice President - Corporate Development Don Bradenbaugh 55 President of Medi-Claim, Inc. S. E. Roberts 49 Treasurer Thomas Warren 55 Executive Vice President, Chief Financial Officer Julie Ledbetter 25 Corporate Secretary Byron S. Georgiou* 47 Director Edward T. Hanley, Jr.*** 39 Director Edward F. Heil* 51 Director Dr. Sol Lizerbram* 48 Director Robert W. Quick** 75 Director Matthew C. Strauss*** 62 Director Lincoln R. Ward** 72 Director Donald Kirsch** 63 Director Steven F. Mayer* 36 Director * Term as director expires in 1996. ** Term as director expires in 1997. *** Term as director expires in 1998. The Board of Directors presently maintains an Audit Committee, a Safety Committee, a Nominating Committee, a Compensation Committee and a Strategic Planning Committee. Messrs. L. Ward and M. Strauss are members of the Audit Committee. Messrs. M. Strauss, E. Heil and L. Ward are members of the Safety Committee. Messrs. E. Heil, R. Quick and B. Georgiou are members of the Compensation Committee. The Compensation Committee held no meetings during 1995. Messrs. E. Hanley, S. Lizerbram and L. McCarthy are members of the Nominating Committee. Messrs. L. McCarthy, B. Georgiou, E. Hanley and S. Lizerbram are members of the Strategic Planning Committee. Honorable Leo T. McCarthy. Mr. McCarthy joined the Board of Directors in June, 1994 and currently serves as its Chairman. He served as Lieutenant Governor of California for 12 years until his retirement in 1994. During that period, he chaired the California Commission on Economic Development. Mr. McCarthy is admitted to the practice of law in California. Mr. McCarthy graduated from the University of San Francisco and the San Francisco Law School. Mr. McCarthy serves on the Boards of Linear Technology Corp. and FloWind. M.B. Merryman. Dr. Merryman has been Chief Executive Officer, President, and a Director of the Company since December, 1987. He also served as Treasurer of the Company from December, 1987 until January, 1989. He also served as Chief Operating Officer from December, 1987 through June, 1992. Additionally, he served as Chief Financial Officer from December, 1987 through March, 1992. From November, 1987 to September, 1989, he served as President of Sino Business Machines, Inc., a Canadian computer company. From May, 1986 to February, 1989, Dr. Merryman was an officer and Director of China Business Machines Holding Company, a privately-held concern which is the parent of Sino Business Machines, Inc. Dennis Smith. Mr. Smith has been Vice President of the Company since 1987 and was named Executive Vice President and Chief Operating Officer in June of 1992. Additionally, he served as a director of the Company from June, 1985 until January, 1989. Mr. Smith received his B.A. in 1969 from the University of Miami. He is experienced in pharmacy operations, as well as other business activities. He was previously the president of an export/import company, specializing in business with China. From November, 1983 through January, 1985, Mr. Smith was the Senior Buyer for pharmaceutical and over-the-counter products for AARP's Las Vegas pharmaceutical facility. As AARP's Senior Buyer, Mr. Smith's responsibilities included management of the buying staff responsible for purchasing $18 million in pharmaceutical products for AARP's mail-service business. Jane E. Freeman. Ms. Freeman was named Executive Vice President - Marketing Services in October 1993. She also served as Vice-President, Client Services from April 1992 to October 1993. From January 1989 through April 1992, she served as the Company's Vice President - Sales and Marketing. She was the General Manager from April, 1988 until January, 1989. Ms. Freeman received her B.S. degree in Communications from Southern Illinois University in 1976. Dr. David L. Dalton. Dr. Dalton is an Executive Vice President of Mednet. Dr. Dalton joined Medi-Mail and Medi-Claim, Inc. in November of 1994 in connection with the acquisition by Medi-Claim, Inc. of the assets of Medical Service Agency, Inc., dba Mednet, a pharmacy benefits management company. From November 1989 until joining the Company, Dr. Dalton served as Chairman, President and Chief Executive Officer of Medical Service Agency, Inc., dba Mednet. Prior to that, Dr. Dalton was a Senior Vice President of Reliable Drug, Inc. from July 1989 until November 1989 and served in several capacities with Rite Aid Corporation from 1971 through 1989, including Vice President (Corporate) from 1983 through 1989. He is currently a member of several boards of directors including Blue Shield of Pennsylvania. Dr. Dalton became a Doctor of Pharmacy (Maryland Registration) in 1974. He received a B.S. in Pharmacy from West Virginia University in 1971 and was honored as one of the top ten graduates over a 100-year span. Dr. Dalton is the President and a principal shareholder of Managed Care Rx, a retail and institutional specialty care pharmacy. Don Bradenbaugh. Mr. Bradenbaugh was named President of Medi-Claim, Inc. in December, 1995, having served as Vice President of Operations since 1993. From 1981 to 1995, Mr. Bradenbaugh held various positions with Rite Aid Corporation, including Pharmacy Manager, Pharmacy Operations Supervisor, Director of Third Party Affairs and Director of Legislative Affairs. Mr. Bradenbaugh's pharmacy experience includes 14 years of retail store ownership, 14 years of chain pharmacy management and claims processing expertise. Mr. Bradenbaugh received his Bachelor of Science in Pharmacy degree from the University of Maryland School of Pharmacy. S.E. Roberts. Mr. Roberts has been the Treasurer of the Company since January, 1989 and was Secretary of the Company from October, 1989 through 1991 and again from 1993 to 1995. From 1988 to 1992, he served as Controller of the Company. Mr. Roberts received his B.S. degree in Accounting from San Diego State University in 1970. From 1987 to 1989, he was the Research Director of Sino Business Machines, Inc., a Canadian computer company. From 1978 to 1991, he served as Controller/Vice President of Eucalyptus Productions, Inc., a privately-held California corporation specializing in typesetting/graphic arts. Thomas Warren. Mr. Warren joined the Company in January, 1996 as its Chief Financial Officer and Executive Vice President. From 1993 to September, 1995, he owned and operated a retail supermarket in Cocoa Beach, Florida. The supermarket was closed because of the entry of a Walmart supercenter and an Albertson's in the market area. Personal guaranties of the supermarket's debts necessitated Mr. Warren and his wife filing for protection under chapter 7 of the Bankruptcy Code on September 29, 1995. From 1979 to 1993, he held executive financial positions in the food distribution industry. These include serving as Chief Financial Officer for The Eli Witt Co. (1991 to 1993), ShopRite Supermarkets, Inc. (1989 to 1991) and American Seaway Foods - Fisher Foods (1985 to 1989). Mr. Warren received a BBS in Accounting and Finance from Wayne State University in 1963. Julie Ledbetter. Ms. Ledbetter has served as Secretary of the Company since June, 1995. Ms. Ledbetter has served in various capacities with the Company since 1990 including Accounting Data Entry Clerk, Office Manager and Assistant to the President. Byron S. Georgiou. Mr. Georgiou has been a Director of the Company since January, 1989. He is President of American Partners Capital Group, Inc., a firm serving the alternative investment needs of institutional investors. Mr. Georgiou is a co-founder and served from 1983 to 1994 as Managing Partner of the San Diego law firm of Georgiou, Tosdal, Levine & Smith. From 1980 to 1983, Mr. Georgiou was Legal Affairs Secretary in the cabinet of California Governor Edmund G. Brown, Jr. From 1975 to 1980, he served in various capacities with the California Agricultural Labor Relations Board. He co-founded and since 1985 has served as Director, General Counsel and Corporate Secretary of California Infoplace, Inc., a privately-held corporation which operates customer service kiosks in shopping malls throughout the U.S. Mr. Georgiou received his A.B. degree with great distinction in 1970 from Stanford University, and J.D. Magna Cum Laude in 1974 from Harvard Law School. Edward T. Hanley, Jr. Mr. Hanley was appointed to the Company's Board of Directors in July of 1993. Since 1990, he has been a partner in the Chicago law firm of Hanley & Spadoro. From 1984 to 1990, he was a managing attorney of the prepaid legal department of Borovsky & Ehrlich in Chicago. Mr. Hanley received his B.A. degree from Carthage College in 1980 and his J.D. degree from Chicago-Kent College of Law in 1983. Edward F. Heil. Mr. Heil became a director of the Company in March 1993. He currently manages his real estate investments. He has served as President and Chief Executive Officer of American Environmental Construction Company, an Illinois-based corporation, since 1987. Prior to that, he was Chief Executive Officer and sole owner of E & E Hauling, Inc., a demolition, excavation and sanitary landfill management company founded by his father. Dr. Sol Lizerbram. A founder of the Company, Dr. Lizerbram served as Chairman of the Board of Directors since its inception in 1985 until 1994. He continues to serve as a Director of the Company. Dr. Lizerbram is also co- founder and President of Family Practice Associates of San Diego, Inc., a multi-specialty primary care medical group. Dr. Lizerbram is also President and Chairman of the Board of Directors of FPA Medical Management, Inc., a company that provides management services to certain medical providers. He received his pharmaceutical degree in 1970 from the Long Island University School of Pharmacy, and his Doctor of Osteopathy degree in 1977 from the Philadelphia College of Osteopathic Medicine. Dr. Lizerbram was licensed as a Registered Pharmacist in the states of New York and Pennsylvania, and is licensed as an Osteopathic Physician and Surgeon in the states of Pennsylvania and California. He has received many awards and appointments including: Health Advisor to California Governor Edmund G. Brown, Jr.; Medical Director, the Prudential Insurance Company, San Diego; recipient of a California State Senate Resolution for Recognition of his Contribution to Health Care; Nominee for Entrepreneur of the Year, INC. Magazine; and President, Jewish National Fund. Additionally, Dr. Lizerbram is a Trustee of the U.S. Olympic Committee. Robert W. Quick. Mr. Quick has been a director of the Company since March, 1988. Mr. Quick, a self- employed entrepreneur, is a founder of the DeAnza Group of mobile home parks currently comprising over 8,000 lots in California and the Sunbelt areas. Currently, he maintains an investment interest in these parks. Additionally, Mr. Quick is an owner of the Indian Run Village in Chester County, Pennsylvania and is a general partner of Melody Lakes Properties, a Pennsylvania limited partnership, which owns and operates a 353-unit, five-star manufactured home community located in Quakertown, Bucks County, Pennsylvania. Matthew C. Strauss. Mr. Strauss is a co-founder and has served since 1960 as chief executive officer of the real estate investment firm of Leeds & Strauss Enterprises. Leeds & Strauss has been involved in the development and management of an extensive portfolio of real estate holdings throughout the United States. Mr. Strauss has served in the leadership of the United Jewish Federation of San Diego and the San Diego Hebrew Home. He and his wife, Iris, have accumulated an international known collection of Modern paintings and sculpture and serve as trustees of the San Diego Museum of Contemporary Art and San Diego Opera. Mr. Strauss was a founder of San Diego National Bank and an early investor in Qualcomm, First Fidelity Acceptance Corporation and Pace Membership Warehouses, since acquired by K-Mart. He received his bachelor's degree and national forensic awards in 1955 from San Diego State University. Lincoln R. Ward. Mr. Ward has served as a director of the Company since January 1989 and is Chairman of the Audit Committee. He is a retired Vice-President of Pacific Bell, President of his own business management consulting firm, and Senior Vice President of Executive Management Systems. In addition, he serves on the boards of directors of Fleet Aerospace, Inc., ExCell, the Cellular Connection and MobilWorks. His numerous other board memberships in the Los Angeles and San Diego areas have included: Economic Development Corp., San Diego Chamber of Commerce, United Way, Boy Scouts of America, California State University-Northridge, Urban League, Mexican and American Foundation, San Diego State University President's Council, St. Vincent de Paul Village, Mayor's Committees on both Water Conservation and City Operations, and Advisory Councils to two universities. He has a business degree from Wayne University, a graduate degree from Stanford University, and a doctorate (honorary) from National University. Donald Kirsch. Mr. Kirsch has served as a director of the Company since May, 1995 and is Chairman of the Strategic Planning Committee. Mr. Kirsch is Chairman and President of The Wall Street Group, Inc., a financial services firm founded in 1959. Mr. Kirsch was a member of the board of directors of Supreme Equipment & Services Corp. from 1985 to 1993. Steven F. Mayer. Mr. Mayer has served as a Director of the Company since November, 1995. Since June, 1994, Mr. Mayer has been the Managing Director of Aries Capital Group LLC, a private investment firm. Mr. Mayer was an investment banker with Apollo Advisors, L.P. and Lion Advisors, L.P., affiliated private investment firms, from April 1992 until June 1994, when he left to co-found Aries Capital Group. Prior to that time, Mr. Mayer was a lawyer with Sullivan & Cromwell specializing in mergers, acquisitions, divestitures, leveraged buyouts and corporate finance. Mr. Mayer is a current or former member of the Boards of Directors of BDK Holdings, Inc., a textile manufacturer, Roland International Corporation, a real estate holding company, and The Greater LA Fund, a non-profit investment group affiliated with Rebuild LA. Mr. Mayer is a graduate of Princeton University and Harvard Law School. Executive Compensation. Summary Compensation. The following table sets forth the aggregate cash compensation paid by the Company for services rendered during the last three fiscal years to the Company's Chief Executive Officer and to each of the Company's other executive officers whose annual salary and bonus for the most recent fiscal year exceeded $100,000. SUMMARY COMPENSATION TABLE Annual Compensation Long-Term Compensation Awards Other Annual All Other Name and Principal Compensation Restricted Stock Stock Options Compensation Position Year Salary ($) Bonus ($) ($)(1) Awards ($) (#) ($) - ---------------------------------------------------------------------------------------------------------------------- M.B. Merryman, 1995 $236,058 $117,500 $25,000(3) 117,500 (2) CEO and President 1994 $171,870 $106,600 $25,000(3) 107,500 (2) (2) 1993 $159,500(5) $37,500(6) $777,625(7) 577,500 (6) $9,764(4) (7) (8) Dr. David Dalton, 1995 $125,000 $12,000(11) 25,000 Executive Vice 1994 $125,000(10) $ -0- $2,258(11) $4,988(12) President (9) Dennis Smith, 1995 $104,277 $ -0- $7,000(13) 25,000 Executive Vice 1994 $ 68,716 $ -0- 20,000 President, Chief 1993 $ 52,432 $ -0- 5,000 Operating Officer (1) Dr. Merryman's other compensation included certain perquisites, of which $12,000 representing an annualized expense allowance of $1,000 per month which commenced in May 1992 and $12,000 representing an automobile allowance of $1,000 per month which commenced in January 1994. Additionally, he had an automobile allowance of $9,240 per year for 1992. (2) In 1996, Dr. Merryman received as a bonus $117,500 ($35,000 of which was advanced in 1995) and an option to purchase 117,500 shares at fair market value of $2.291 per share. In 1995, Dr. Merryman received as a bonus $107,500 and an option to purchase 107,500 shares at fair market value of $3.16 per share. The cash bonus and stock option bonus were measured and paid/granted in 1995 but were based on performance in 1994. (3) During 1995 and 1994, Dr. Merryman received $1,000 as compensation for serving on the Company's board of directors. (4) A life insurance policy was purchased for Dr. Merryman in December 1992. The amount reflected here includes the annual premium of $3,954 for the year the premium became due. The premium due in each of 1993 and 1994 was paid in 1994 and 1995, respectively. In addition, the Company paid $5,810 for a disability policy for Dr. Merryman in each of 1992, 1993 and 1994. (5) Included in Dr. Merryman's salary for 1993 are 3,334 shares of common stock of the Company valued at $7,500, which Dr. Merryman agreed on March 16, 1993 to accept in lieu of a cash raise of $7,500 effective May 1, 1993. (6) In 1994, Dr. Merryman received as a bonus $37,500 and an option to purchase 37,500 shares at fair market value of $3.52 per share. The cash bonus and stock option bonus were measured and paid/granted in 1994 but were based on performance in 1993. (7) Dr. Merryman's Employment Agreement was amended September 12, 1993. Pursuant to that amendment, Dr. Merryman agreed to the elimination of certain severance benefits in exchange for an immediate cash bonus of $100,000, immediate issuance of 150,000 shares of common stock of the Company valued at approximately $665,625 or approximately $4.44 per share and an immediate option to purchase 500,000 shares of common stock of the Company at a price of $4.50 per share at any time prior to September 11, 1998. The 150,000 shares and the shares underlying the options were registered on a Form S-8 registration statement filed in February, 1995. (8) During 1993 Dr. Merryman received an option to purchase 20,000 shares, exercisable January 15, 1994, and an option to purchase 20,000 shares, exercisable June 16, 1994. Each Option was granted under the Company's Incentive Stock Option Plan and is related to compensation for serving on the Company's board of directors between January 1992 and through June 1993 and June 1994, respectively. (9) Dr. Dalton entered into an Employment Agreement with Medi-Claim, Inc. as of November 19, 1994. Prior to that date, Dr. Dalton was employed by Medical Services Agency, Inc. (d/b/a Mednet). The amounts set forth herein for Dr. Dalton reflect amounts received during 1994 by Dr. Dalton from the Company and Mednet. (10) During 1994, Dr. Dalton received approximately $110,795 in salary from Mednet and approximately $14,205 in salary from Medi- Claim, Inc. (11) Pursuant to Dr. Dalton's Employment Agreement, Dr. Dalton received an automobile allowance of $1,000 per month, which began as of November 19, 1994. Prior to that time, Dr. Dalton was entitled to use of a car owned by Mednet, which during 1994 had a value of $758. (12) The Company paid approximately $4,988 in life insurance premiums in 1994 towards a life insurance policy for Dr. Dalton. (13) Commencing May, 1995 Mr. Smith received an automobile allowance of $1,000 per month.
Other than the Company's Incentive Stock Option Plan and Nonqualifying Stock Option Plan, there are no retirement, pension, or profit sharing plans for the benefit of the Company's officers, directors and employees. The Company does provide health insurance coverage for its employees and life insurance and disability insurance for its Chief Executive Officer. The Board of Directors may recommend and adopt additional programs in the future for the benefit of officers, directors and employees. Option Grants in 1995. Information concerning 1995 grants to named executive officers is reflected in the table below. The amounts shown for each of the named executive officers as potential realizable values are based on arbitrarily assumed annualized rates of stock price appreciation of five percent and ten percent over the full five year term of the options. These potential realizable values are based solely on arbitrarily assumed rates of price appreciation required by applicable SEC regulations. Actual gains, if any, on option exercises and common stockholdings are dependent on the future performance of the Company and overall stock market conditions. There can be no assurance that the potential realizable values shown in this table will be achieved. Information concerning 1995 grants to named executive officers is reflected in the table below. The amounts shown for each of the named executive officers as potential realizable values are based on assumed annualized rates of stock price appreciation of five percent and ten percent, respectively, over the full five year term of the options as required by applicable SEC regulations. Individual Grants Potential Realizable Value at Assumed Annual Rates of Stock Price Potential Realizable Value at % of Total Assumed Annual Rates of Options Stock Price Appreciation Granted to For Option Term Employees Expiration ------------------------ Name Granted (#) in 1995(1) Exercise Price Date (5%) ($) (10%) ($) - ------------------------------------------------------------------------------------------------- M.B. Merryman 117,500 43.0% $2.30 1/01 $74,665 $164,990 David Dalton 25,000 9.1% $2.75 5/00 $18,994 $41,973 Dennis Smith 25,000 9.1% $2.75 5/00 $18,994 $41,973 (1) During 1996 Dr. Merryman received options to purchase 117,500 shares based upon 1995 results of operations. These options are considered to have been granted in 1995 for purposes of the table.
The Incentive Stock Option Plan provides that no option may be granted at an exercise price less than the fair market value of the Common Shares of the Company on the date of grant. Options granted pursuant to the Incentive Stock Plan expire five years from date of grant and may not be exercised during the initial one year period from initial date of grant. Aggregated Option Exercises and Year-End Option Values in 1995. The following table summarizes for each of the named executive officers of the Company the number of stock options, if any, exercised during 1995, the aggregate dollar value realized upon exercise, the total number of unexercised options held at December 31, 1995 and the aggregate dollar value of in-the-money unexercised options, if any, held at December 31, 1995. Value realized upon exercise is the difference between the fair market value of the underlying stock on the exercise date and the exercise price of the option. The value of unexercised, in-the-money options at December 31, 1995 is the difference between its exercise price and the fair market value of the underlying stock on December 31, 1995, which was $2.25 per share based on the closing bid price of the Common Stock on December 31, 1995. The underlying options have not been and, may never be exercised; and actual gains, if any, on exercise will depend on the value of the Common Stock on the actual date of exercise. There can be no assurance that these values will be realized. Number of Unexercised Value of Unexercised Options at In-the-Money Options at 12/31/95(#) 12/31/95($) ----------------------------- -------------------------------- Shares Acquired Name on Exercise(#) Value Realized ($) Exercisable Unexercisable Exercisable Unexercisable - ------------------ ----------------- ------------------- ------------- ---------------- ------------- ----------------- M.B. Merryman -0- -0- 727,500(1) 117,500 $10,000 $0 David Dalton -0- -0- -0- 25,000 -0- $0 Dennis Smith -0- -0- 35,000 25,000 $1,700 $0 (1) Includes 107,500 shares that became exercisable on January 1, 1996.
Long-Term Incentive Plan Awards in 1995. The registrant has no "long-term incentive plan". As stated in the president's employment contract, his bonus and raise are based on increasing sales over each prior year. He is entitled to a $2,500 cash bonus for every $1 million increase in sales from the prior year. Additionally, he is entitled to 2,500 stock options for each $1 million increase in sales over the prior year. Alternatively, at his option, he is entitled to a bonus equal to 1% of the reported pre-tax consolidated profit of the Company for the prior calendar year and an option to purchase 50,000 Common Shares. The options are to be granted at fair market value plus $.10. In 1995, consolidated sales increased over $47 million; the president was entitled to a $117,500 cash bonus and 117,500 stock options, which he received in 1996. Pursuant to Dr. Dalton's Employment Agreement, the Board of Directors of the Company may award a bonus to Dr. Dalton of cash or stock options. However, such award is subject to the sole discretion of the Board of Directors. No such award was granted in 1995. Future Benefits or Pension Plan Disclosure in 1995. The Company has no such benefit plans. Director Compensation. During 1995, the Company paid board members $500 per meeting up to a maximum of $2,000 per year. Members of the audit committee received $250 per committee meeting up to a maximum of $500 per quarter. There is a Nonqualifying Stock Option Plan ("NQSOP") for the benefit of the nonemployee directors of the Company and others having rendered significant services to the Company. An aggregate of 1,615,000 shares of Common Stock have been reserved to be issued pursuant to the NQSOP. Each non-employee director receives an automatic grant of 60,000 options of Common Stock, based upon election to the Board of Directors for a term of three years. Upon completion of each year of service to the Company 20,000 shares will vest. The options cannot be exercised until they are held a year and cannot be exercised after ten years from the date of grant. The exercise prices equal or exceed fair market value on the date of grant. Prior to nominating Leo McCarthy as a director, the Company agreed to award Mr. McCarthy as compensation for serving on the Company's board of directors, options to purchase an aggregate of 230,000 Common Shares of the Company. The options with respect to 50,000 shares vested immediately upon his election as director. The remaining options were granted under the NQSOP in lieu of the automatic grant described above and will vest with respect to 60,000 shares on each of the first three anniversaries of the date Mr. McCarthy was elected to the Company's board of directors, provided he is a member of the board of directors on the respective anniversary date. The exercise price of the options is $2.85, which represents the market value of the Common Shares on the date Mr. McCarthy was elected plus $.10. In addition, Mr. McCarthy will receive $500 plus reasonable expenses for attending each of the board of directors meetings during the year. After January 3, 1995, Mr. McCarthy will also receive additional cash compensation equal to 1% of the gross sales generated by accounts brought to the Company as a result of Mr. McCarthy's efforts. As of December 31, 1995, approximately 31 options under the NQSOP to purchase an aggregate of approximately 1,009,000 shares of Common Stock at exercise prices ranging from $.7738 to $3.81 per share were outstanding. Employment Contracts and Termination of Employment and Change-In-Control Arrangements. Dr. Merryman. The Company entered into a five year employment Agreement with Dr. Merryman, effective May 1, 1992. The term of the Agreement can be extended for successive additional one-year terms commencing in 1993. On March 16, 1993, the Company authorized a one-year extension of the Agreement. Beginning May 1, 1993 and thereafter on the anniversary date of the Agreement, Dr. Merryman's base salary will be increased by an amount equal to one-half of the cash bonus earned by him for the previous year, provided that the increased base salary will not exceed an amount equal to one-hundred thirty-five percent (135%) of the prior year's base salary. Pursuant to the Agreement, the Company is currently paying an annual salary to Dr. Merryman in the amount of $178,250. On May 1, 1995, his base salary will increase to $232,000. As of January 1st of each year, Dr. Merryman will receive an annual bonus of cash and options to acquire Common Shares. The computation of the bonus is as follows: for each $1 million increase in the Company's consolidated annual gross sales for the previous calendar year compared to consolidated annual gross sales for the second previous calendar year, he will receive $2,500 in cash and an option to purchase 2,500 shares at the Option Price. The Option Price is the average closing bid price in the last ten trading days of the previous year plus $.10. In lieu of the annual bonus, Dr. Merryman is entitled to receive cash equal to one percent of the reported pre-tax consolidated profit of the Company for the prior calendar year and an option to purchase 50,000 shares at the above defined Option Price. Dr. Merryman is also entitled to the use of a Company owned or leased vehicle. He also has a $12,000 discretionary expense allowance. The Company provides and pays the premium for a policy of life insurance and a policy of long-term disability insurance for Dr. Merryman. Pursuant to an amendment to the Agreement, entered into as of September 12, 1993, all entitlement to severance pay has been eliminated. As consideration for the deletion Dr. Merryman received an immediate cash bonus of $100,000 and 150,000 Common Shares. Additionally, Dr. Merryman received immediate options to purchase 500,000 Common Shares at a price of $4.50 per share at any time prior to September 11, 1998. The Company has registered the 150,000 shares and the 500,000 shares underlying the options on a Form S-8 registration statement filed in February, 1995. The amendment also eliminated non-competition provisions. Dr. David Dalton. Medi-Claim, Inc. entered into a three-year Employment Agreement with Dr. David Dalton as of November 19, 1994. The agreement will automatically renew for successive two-year terms unless terminated by either party not less than ninety days prior to the end of the then current term. The agreement provides for Dr. Dalton to serve as an Executive Vice President of the Company and President of Medi-Claim, Inc. at the pleasure of the Company's Board of Directors. Under the agreement, Dr. Dalton is entitled to an annual base compensation of $125,000, an automobile allowance of $1,000 per month and other benefits on the same basis as other employees of Medi-Claim, Inc. The agreement also contains certain non-competition and non-solicitation covenants that extend in most circumstances to three years after the termination of the Employment Agreement. Dr. Dalton no longer served as President of Medi-Claim, Inc. as of December, 1995. Other. Stock Option Plans. Effective March, 1988, the Company adopted an Incentive Stock Option Plan ("ISOP") for the benefit of officers, directors and key employees of the Company. The ISOP is designed to comply with Section 422(A) of the Internal Revenue Code of 1986, as amended. An aggregate of 1,165,000 Common Shares of the Company have been reserved for issuance pursuant to the ISOP. As of December 31, 1995, approximately 48 options to purchase an aggregate of approximately 588,500 Common Shares at exercise prices ranging from $.7738 to $3.50 per share were outstanding under the ISOP. The ISOP, designed as an incentive for key employees, is administered by the Compensation Committee of the Board of Directors, which selects optionees and determines the number of Common Shares subject to each option. The ISOP provides that no option may be granted at an exercise price less than the fair market value of the Common Shares of the Company on the date of grant. Unless otherwise specified, the options expire five years from date of grant and may not be exercised during the initial one year period from initial date of grant. Effective November, 1988, the Board of Directors adopted a Nonqualifying Stock Option Plan ("NQSOP") for the benefit of the nonemployee directors of the Company and others having rendered significant services to the Company. To date, 1,115,000 Common Shares have been reserved to be issued pursuant to the NQSOP. At the June 16, 1993 annual meeting, stockholders approved instituting a formula pursuant to which each non-employee director receives an automatic grant of options to purchase 60,000 Common Shares, based on election for a three year term, upon completion of each year of service to the Company, 20,000 of the aforementioned grant will vest. The options cannot be exercised until they are held a year and cannot be exercised after ten years from the date of grant. The exercise prices equal or exceed fair market value on the date of grant. As of December 31, 1995, approximately 31 options to purchase an aggregate of approximately 1,001,000 Common Shares at exercise prices ranging from $.7738 to $3.81 per share are outstanding. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT As of July 11, 1996 there were issued and outstanding voting securities (Common Shares, Series A Preferred, Series D Preferred and Series E Preferred) entitled to cast a total of 33,162,131 votes on matters which the Common Stock and Preferred Stock vote as a class. The following table sets forth information regarding shares of voting securities of the Company beneficially owned as of July 11, 1996 by: (i) each person known by the Company to beneficially own 5% or more of the outstanding voting securities; (ii) by each director or nominee for director, (iii) by each person named in the summary compensation table and (iv) by all officers and directors as a group. Name and Addresses of Officers, Amount of Percentage of Directors and Principal Shareholders Common Stock* Voting Securities* - -------------------------------------------------------------------------------- M.B. Merryman1,2 1,061,502 3.62% Dr. Sol Lizerbram1,3,4 363,199 1.26% Edward F. Heil1,5 2,029,000 7.09% 2901 Centre Circle Downers Grove, IL 60515 Edward T. Hanley, Jr.1,6 415,000 1.43% Byron S. Georgiou1,7 184,328 ** Robert W. Quick1,8 298,054 1.04% Matthew C. Strauss1,9 900,000 3.14% Lincoln R. Ward1,10 160,577 ** Honorable Leo McCarthy1,11 110,000 ** Donald Kirsch1 129,444 ** Steven F. Mayer1 123,412 ** Dr. David L. Dalton11,12 25,000 ** Dennis Smith1,13 203,613 ** Executive Officers and 6,048,129 21.00% Directors as a group (15 Individuals) * Assumes exercise of all exercisable options held by listed security holders which can be acquired within 60 days from July 11, 1996. ** Less than 1%. Except as noted, the table does not give effect to an aggregate of approximately 4,847,834 shares of Common Stock underlying outstanding stock options and warrants. Outstanding warrants and options entitled the holders thereof to no voting rights. The shareholders listed have sole voting and investment power, except as otherwise noted. 1 Director or executive officer. 2 Includes 27,500 shares underlying an option exercisable commencing September 3, 1993, 500,000 shares underlying an option exercisable commencing September 12, 1993, 20,000 shares underlying an option exercisable commencing January 15, 1994, 15,000 shares underlying an option exercisable commencing January 1, 1994, 20,000 shares underlying an option commencing June 16, 1994, 37,500 shares underlying an option exercisable commencing January 1, 1995 and an option to acquire an additional 107,500 shares exercisable January 1, 1996. In addition, Mr. Merryman has an option to acquire 117,500 exercisable January 1, 1997. A trust, over which Dr. Merryman has voting and investment power, holds 12,307 Common Shares. 3 Does not include Common Shares owned by Mr. Joseph Lizerbram, Dr. Lizerbram's father. Dr. Lizerbram disclaims any beneficial ownership with respect to said Common Shares. The Company believes Mr. Joseph Lizerbram owns 25,692 Common Shares. 4 Includes 11,000 shares underlying an option exercisable commencing November 1, 1989, 31,500 shares underlying an option exercisable commencing October 25, 1991, 20,000 shares underlying an option exercisable commencing September 3, 1993, 20,000 shares underlying an option exercisable commencing January 17, 1994 and 40,000 shares from an option to acquire 60,000 shares, which is exercisable with respect to 20,000 commencing June 16, 1994, and with respect to 20,000 shares commencing May 19, 1995. In addition, Dr. Lizerbram may acquire an additional 20,000 shares under the 60,000 share option after June 16, 1996. A trust, for which Dr. Lizerbram has voting and investment power, holds 5,000 Common Shares. Also includes shares held by Dr. Lizerbram's spouse (5,825 Common Shares), his son (1,050 shares) and shares held in an Individual Retirement Account (1,250). 5 Includes 40,000 shares underlying an option to acquire 60,000 shares exercisable with respect to 20,000 shares commencing June 16, 1994 and with respect to 20,000 shares commencing May 19, 1995. In addition, Mr. Heil may acquire 20,000 shares under the 60,000 share option after June 16, 1996. Three different trusts, for which Mr. Heil has voting and investment power, hold 704,000 shares of common stock collectively. 6 Includes an option to purchase 40,000 shares, which option is exercisable 20,000 shares after June 16, 1994, and 20,000 shares after May 19, 1995. Also includes warrants with respect to 375,000 shares that were obtained pursuant to consulting agreements between the Company and a third-party consultant. 7 Includes 31,500 shares underlying an option exercisable commencing October 25, 1991, 20,000 shares underlying an option exercisable commencing September 3, 1993, 20,000 shares underlying an option exercisable commencing January 17, 1994, 50,000 shares underlying an option exercisable commencing June 18, 1994 and 60,000 shares underlying an option exercisable with respect to 20,000 shares commencing June 16, 1994, with respect to 20,000 shares commencing May 19, 1995 and with respect to 20,000 shares commencing June 16, 1996. 8 Includes 20,000 shares underlying an option exercisable commencing September 3, 1993, 20,000 shares underlying an option exercisable commencing January 17, 1994, an option to acquire 40,000 shares which is exercisable with respect to 20,000 shares commencing June 16, 1994 and 20,000 shares commencing June 16, 1995; and 40,000 shares from an option to acquire 60,000 shares which is exercisable with respect to with respect to 20,000 shares commencing May 19, 1995 and with respect to 20,000 shares commencing May 19, 1996. In addition, Mr. Quick may acquire the additional 20,000 shares under the 40,000 share option after June 16, 1996 and an additional 20,000 shares under the 60,000 share option after May 19, 1997. 9 Includes three different trusts, for which Mr. Strauss has voting and investment power, which hold an aggregate of 120,000 Common Shares. Also includes 70,000 shares of Common Stock for six different Uniform Gift accounts for which Mr. Strauss acts as custodian. Also includes 50,000 shares underlying an option exercisable commencing June 18, 1994 and 40,000 shares underlying an option exercisable with respect to 20,000 shares commencing June 16, 1994, with respect to 20,000 shares commencing May 19, 1995 and 20,000 shares underlying an option to acquire 60,000 shares exercisable on May 19, 1996. In addition, Mr. Strauss may acquire the additional 40,000 shares underlying the 60,000 share option which is exercisable with respect to 20,000 shares commencing May 19, 1997 and with respect to the remaining 20,000 shares on May 19, 1998. 10 Includes 20,000 shares underlying an option exercisable commencing September 3, 1993, 20,000 shares underlying an option exercisable commencing June 16, 1994, 50,000 shares underlying an option exercisable commencing June 18, 1994, 20,000 shares underlying an option exercisable commencing January 17, 1994 and 20,000 shares underlying an option to acquire 60,000 shares, which is exercisable with respect to 20,000 shares commencing May 19, 1995. In addition, Mr. Ward may acquire an additional 40,000 shares under the 60,000 share option, which is exercisable with respect to 20,000 shares after June 17, 1996 and with respect to the 20,000 shares after June 17, 1997. Mr. Ward holds 15,000 shares in an Individual Retirement Account. 11 Includes 50,000 shares underlying an option exercisable commencing on June 17, 1994 and 60,000 shares underlying an option to acquire 180,000 shares, which is exercisable with respect to 60,000 shares commencing May 19, 1995. In addition, Mr. McCarthy may acquire an additional 120,000 shares under the 180,000 share option, which is exercisable with respect to 60,000 shares after June 17, 1996 and with respect to 60,000 after June 17, 1997. 12 Includes 25,000 shares underlying an option exercisable commencing May 21, 1996. 13 Includes 10,000 shares underlying an option exercisable commencing September 3, 1993; 5,000 shares underlying an option commencing July 20, 1994; 20,000 shares underlying an option commencing March 1, 1995; and 25,000 shares underlying an option commencing May 21, 1996. Changes in Control. The Company knows of no arrangement, including the pledge by any person of securities of the Company, which may at a subsequent date result in change of control of the Company. TRANSACTIONS WITH RELATED PARTIES In June 1991, the Company entered into an agreement with a marketing consultant pursuant to which it agreed to issue warrants to purchase up to 2,000,000 Common Shares ("Warrants"). Warrants with respect to 250,000 shares were immediately vested upon signing the agreement. An additional 750,000 Warrants were vested in 1994. Mr. Hanley, a director of the Company, holds vested Warrants with respect to 172,142 shares with respect to that agreement. The agreement expired by its terms on May 31, 1994. As of June 1, 1994 the Company entered into a Consultant Agreement with the marketing Consultant's professional corporation. Under that agreement, the consultant or his assigns receive warrants to purchase 1,000,000 Common Shares at a price of $3.00 per share. Mr. Hanley, a director of the Company, was assigned and holds warrants with respect to 202,858 of those shares. See "Management's Discussion and Analysis." DESCRIPTION OF SECURITIES The Common Shares, par value $.001 per share (the "Common Stock"), of the Company are registered hereby. The Company's Restated Articles of Incorporation, as amended, authorize the issuance of up to 42,000,000 shares of common stock, $.001 par value per share. As of July 11, 1996, the Company has 32,657,131 shares of Common Stock outstanding (37,657,131 including the Shares and 6,606,810 shares of Common Stock reserved for issuance pursuant to outstanding options, warrants, convertible securities or other rights. Each record holder of Common Stock is entitled to one vote for each share held on all matters properly submitted to the stockholders for their vote. Holders of all Common Stock vote as a single class on all matters. Holders of outstanding Common Stock are entitled to those dividends declared by the Board of Directors out of legally available funds; and, in the event of liquidation, dissolution or winding up of the affairs of the Company, holders are entitled to receive ratably the net assets of the Company available to the stockholders subject to the rights, if any, of holders of Preferred Shares (as defined below). Holders of outstanding Common Stock have no preemptive, conversion or redemptive rights. All of the issued and outstanding Common Stock is duly authorized, validly issued, fully paid and nonassessable. To the extent that additional Common Stock of the Company is issued, the relative interests of the then existing stockholders may be diluted. The Company's Restated Articles of Incorporation, as amended, also provide for 2,000,000 Preferred Shares, par value $.01 (the "Preferred Shares"). The Board of Directors of the Company is vested with the authority to divide the class of Preferred Shares into series and to fix and determine the relative rights and preferences of the shares of any such series so established to the full extent permitted by the laws of the State of Nevada and the Articles of Incorporation, as amended. The terms of the Preferred Shares could disadvantage holders of Common Shares. The terms of the Preferred Shares could include, among other things, preferences to the holders of Preferred Shares over holders of Common Shares as to dividends and distributions on liquidation. The Company currently has outstanding 267,500 shares of Series A Preferred, 112,500 shares of Series D Preferred and 125,000 shares of Series E Preferred. The transfer agent for the Common Stock is OTR/California Stock Transfer, Portland, Oregon. LEGAL PROCEEDINGS On or about February 23, 1995, Mark Christiansen, a purported shareholder of the Company, served the Company with a complaint filed on January 12, 1995 in the United States District Court for the Southern District of California against the Company and one of its executive officers. The complaint alleged that, during the period July 1, 1993 through March 31, 1994, the defendants omitted material information about the Company and misrepresented information relating to the growth of the Company in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. The complaint seeks to proceed as a class action on behalf of certain persons who purchased shares of the Registrant's common stock during the period July 1, 1993 through March 31, 1994 and who were allegedly damaged. The complaint seeks compensatory damages in an unspecified amount and costs and expenses relating to the complaint, including reasonable attorneys' fees. On March 1, 1996, the parties agreed in principle to a settlement, which is subject to various conditions including preparation of formal settlement documents, notice to the class, and Court approval. The broad terms of the settlement agreement reached on March 1, 1996 are as follows: a. Without admitting liability, the defendants and the Company's insurance carrier will pay $800,000 to the plaintiff class, in full settlement of all claims asserted in the action. The parties will stipulate, solely for purposes of settlement, to certification of an appropriate class. b. Defendants will have the right to terminate the settlement agreement in the event that valid exclusion requests are received from class members who, in the aggregate, purchased more than a certain percentage, which has been agreed between the parties but is confidential, of the total shares purchased by class members during the class period. c. The proposed settlement has been approved by management, solely in order to minimize the burden, inconvenience, distraction and expense of litigation. If for any reason the settlement is not finally consummated, management has stated that they intend to vigorously contest this action, both with respect to the question of whether the action should proceed as a class action, and on the merits. On June 10, 1996, the Company filed a complaint in the United States District Court for the District of New Jersey against Bergen Brunswig Drug Company and its parent corporation Bergen Brunswig Corporation (collectively "Bergen"). Prior to June 10, 1996, the Company had been purchasing a substantial portion of its prescription drug requirements through Bergen. The complaint alleges, among other things, that Bergen breached various terms of its supply agreements with the Company. On June 11, 1996, Bergen Drug Company filed a complaint in the United States District Court for the District of Nevada against the Company, its subsidiaries, Dr. Merryman, Dennis Smith and Tom Warren. Bergen's complaint seeks to recover $7,500,000 from the corporate defendants alleged to be owing for products purchased by the Company. The complaint also seeks to recover an unspecified amount of exemplary damages from all of the defendants on various theories relating to the Company's purchase of products, including breach of an implied covenant of good faith and fair dealing, intentional misrepresentation and negligent misrepresentation. The parties have agreed to not require responsive pleadings to be filed in either action while settlement negotiations are proceeding. If a settlement cannot be reached, management of the Company intends to vigorously defend against the claims in Bergen's complaint and to vigorously prosecute the Company's complaint against Bergen. The Company is not a party to any other legal proceedings which, in its belief, could have a material adverse effect on the Company. LEGAL MATTERS The validity of the Common Stock offered hereby has been passed upon for the Company by Ballard Spahr Andrews & Ingersoll, Salt Lake City, Utah. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000851490_hpr_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000851490_hpr_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..130ace3a7def3612e71842c9e96fb020af325094 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000851490_hpr_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters in connection with the Notes will be passed upon for the Company by Orrick Herrington & Sutcliffe, New York, New York and by Skadden, Arps, Slate, Meagher & Flom, New York, New York, each of whom will rely as to Cayman Islands law upon the opinion of Maples and Calder, George Town, Grand Cayman, Cayman Islands, British West Indies. Certain legal matters will be passed upon for the Underwriter by Skadden, Arps, Slate, Meagher & Flom, New York, New York. Certain Cayman Islands tax matters have been passed upon by Maples and Calder. The description of United States tax laws will be passed upon by Skadden, Arps, Slate, Meagher & Flom, New York, New York. ================================================================================ No dealer, salesperson or other person has been authorized to give any information or to make any representations other than those contained in this Prospectus in connection with the offering covered hereby. If given or made, such information or representations must not be relied upon as having been authorized by the Company or the Underwriters. This Prospectus does not constitute an offer or solicitation by anyone in any state in which such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation. Neither the delivery of this Prospectus, nor any sale made hereunder shall, under any circumstances, create any implications that there has been no change in the affairs of the Company since the date hereof or that the information contained herein is correct as of any time subsequent to its date. TABLE OF CONTENTS Available Information ................................................. 3 Enforceability of Civil Liabilities Under United States Federal Securities Laws ..................................................... 3 Summary of Terms ...................................................... 4 Risk Factors .......................................................... 15 The Company ........................................................... 20 The Ceding Insurer .................................................... 20 Use of Proceeds ....................................................... 20 Capitalization of the Company ......................................... 21 Management's Discussion and Analysis of Financial Condition ................................................. 21 Subject Business ...................................................... 22 Hurricanes and Insurance .............................................. 37 AIR Loss Estimation Analysis .......................................... 42 Reinsurance Activity of the Company ................................... 45 Management ............................................................ 55 Description of the Notes .............................................. 56 Certain Terms of the Indenture ........................................ 59 Certain Income Tax Considerations ..................................... 62 ERISA Considerations .................................................. 66 Underwriting .......................................................... 67 Experts ............................................................... 67 Legal Matters ......................................................... 67 Certain Defined Terms ................................................. A-1 Index of Defined Terms ................................................ B-1 Index to Financial Statements ......................................... F-1
Until _______, 1996 (90 days after the date of this Prospectus), all dealers effecting transactions in the Notes, whether or not participating in this distribution, may be required to deliver a Prospectus. This is in addition to the obligation of dealers to deliver a Prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. ================================================================================ ================================================================================ RESIDENTIAL REINSURANCE LIMITED $1,000,000 Class A Floating Rate Notes Class B Floating Rate Notes --------------------------- PROSPECTUS --------------------------- Merrill Lynch & Co. , 1996 ---------- ================================================================================ PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION The following table sets forth the various expenses in connection with the sale and distribution of the securities being registered which will be paid solely by the Registrant. All the amounts shown are estimates, except the Commission registration fee: SEC Registration Fee ................................. $345 NASD Fee ............................................. 600 Trustee Fees and Expenses ............................ * Printing and Engraving Expenses ...................... * Legal Fees and Expenses .............................. * Accounting Fees and Expenses ......................... * Blue Sky Fees and Expenses ........................... * Miscellaneous Expenses ............................... * ---- Total ........................................... $945 ====
- --------------- *To be filed by Amendment ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS Cayman Islands law does not specifically limit the extent to which a company's articles of association may provide for the indemnification of officers and directors, except to the extent that such provision may be held by the Cayman Islands courts to be contrary to public policy (e.g., for purporting to provide indemnification against the consequences of committing a crime). In addition, an officer or director may not be able to enforce indemnification for his own dishonesty, fraud or wilful neglect or default. Article 123 of the Articles of Association of the Registrant, filed as Exhibit 3.2 to this Registration Statement, contains provisions providing for the indemnification by the Registrant of an officer, director or trustee of the Registrant for all actions, proceedings, claims, costs, charges, losses, damages and expenses which they incur or sustain by reason of any act done or omitted in or about the execution of their duty in their respective offices or trusts, except such (if any) as they shall incur or sustain by or through their own wilful neglect or default, respectively. ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES Not Applicable. II-1 ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a)Exhibits Exhibit No. Description - ----------- ----------- 1.1 Form of Purchase Agreement.* 3.1 Memorandum of Association.* 3.2 Articles of Association.* 4.1 Form of Indenture. 4.2 Form of Note (included in Exhibit 4.1). 4.3 Form of Reinsurance Agreement. 4.4 Form of Administrative Services Agreement. 4.5 Form of Claims Review Agreement. 4.6 Form of Regulation 114 Trust Agreement.* 4.7 Form of Indemnity Agreement.* 4.8 Form of Loss Reserve Specialist Agreement. 4.9 Form of Interest Rate Swap Agreement.* 5.1 Opinion of Orrick, Herrington & Sutcliffe as to the legality of the Notes. 8.1 Opinion of Skadden, Arps, Slate, Meagher & Flom as to certain U.S. federal tax matters.* 8.2 Opinion of Maples and Calder as to certain Cayman Islands tax matters (included in Exhibit 5.1).* 23.1 Consent of KPMG Peat Marwick.* 23.2 Consent of Orrick, Herrington & Sutcliffe (included in Exhibit 5.1). 23.3 Consent of Maples and Calder (included in Exhibit 8.2).* 23.4 Consent of Skadden, Arps, Slate, Meagher & Flom (included in Exhibit 8.1).* 23.5 Consent of Applied Insurance Research, Inc.* 25 Statement of Eligibility under the Trust Indenture Act of 1939 of the Trustee (bound separately). - --------------------- *To be filed by amendment. ITEM 17. UNDERTAKINGS 1. The undersigned Registrant hereby undertakes to provide to the Underwriter at the closing specified in the Purchase Agreement Notes in such denominations and registered in such names as required by the Underwriter to permit prompt delivery to each purchaser. II-2 2. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to its By-Laws, the Purchase Agreement or otherwise, the Registrant has been advised that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 3. The Registrant hereby undertakes that: a. For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of the Registration Statement as of the time it was declared effective. b. For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and this offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in George Town, Grand Cayman, Cayman Islands, British West Indies on July 30, 1996. Residential Reinsurance Limited By: /s/Thomas Clark --------------------------- Name: Thomas Clark Title: Director Pursuant to the requirements of the Securities Act of 1933, this amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- * Director and Chief Executive Officer July 30, 1996 - ------------------------- Anthony B. Stelling * Director, Chief Financial Officer and Treasurer July 30, 1996 - ------------------------- Nicholas Clements /s/ Thomas Clark - ------------------------- Thomas Clark Director July 30, 1996
AUTHORIZED REPRESENTATIVE /s/ Ruth K. Lavelle - ------------------------------------- Name: Puglisi & Associates As the duly authorized representative of Residential Reinsurance Limited in the United States Date: July 30, 1996 * By: /s/ Thomas Clark ------------------------------ Name: Thomas Clark Attorney-in-Fact II-4 EXHIBIT INDEX
Exhibit No. Description Page - ----------- ----------- ---- 1.1 Form of Purchase Agreement.* 3.1 Memorandum of Association.* 3.2 Articles of Association.* 4.1 Form of Indenture. 4.2 Form of Note (included in Exhibit 4.1). 4.3 Form of Reinsurance Agreement. 4.4 Form of Administrative Services Agreement. 4.5 Form of Claims Review Agreement. 4.6 Form of Regulation 114 Trust Agreement.* 4.7 Form of Indemnity Agreement.* 4.8 Form of Loss Reserve Specialist Agreement. 4.9 Form of Interest Rate Swap Agreement.* 5.1 Opinion of Orrick, Herrington & Sutcliffe as to the legality of the Notes. 8.1 Opinion of Skadden, Arps, Slate, Meagher & Flom as to certain U.S. federal tax matters.* 8.2 Opinion of Maples and Calder as to certain Cayman Islands tax matters (included in Exhibit 5.1).* 23.1 Consent of KPMG Peat Marwick.* 23.2 Consent of Orrick, Herrington & Sutcliffe (included in Exhibit 8.1). 23.3 Consent of Maples and Calder (included in Exhibit 8.2).* 23.4 Consent of Skadden, Arps, Slate, Meagher & Flom (included in Exhibit 8.1)* 23.5 Consent of Applied Insurance Research, Inc.* 25 Statement of Eligibility under the Trust Indenture Act of 1939 of the Trustee (bound separately).
- --------------------- * To be filed by amendment. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000852203_cbre_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000852203_cbre_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..06ffeb02177b8dfedb07c69b35f73bf4005f5385 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000852203_cbre_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the validity of the Common Stock offered hereby will be passed upon for the Company by Pillsbury Madison & Sutro LLP, San Francisco, California and for the Underwriters by Skadden, Arps, Slate, Meagher & Flom LLP, Los Angeles, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000854152_actv-inc_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000854152_actv-inc_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..61ef97edca8cf7a519aa28184a8aa6ec8275c567 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000854152_actv-inc_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters, including the legality of the issuance of the shares of Common Stock offered by the Company, are being passed upon for the Company by Gersten, Savage, Kaplowitz & Curtin, LLP, 575 Lexington Avenue, New York, New York 10022. Jay M. Kaplowitz, a member of Gersten, Savage, Kaplowitz & Curtin, LLP has been a director of the Company since 1989. Mr. Kaplowitz owns 2,000 shares of the Company's Common Stock and other options to purchase 25,000 shares, and Sheila Kaplowitz, his wife, owns 22,500 shares of Common Stock. Mr. Kaplowitz and Mrs. Kaplowitz are named as Selling Security Holders and are offering certain securities pursuant to this Prospectus. (See "Selling Security Holders" and "Certain Transactions.") Edward Curtin, a member of the firm of Gersten, Savage, Kaplowitz & Curtin, LLP, owns 2,000 shares of Common Stock of the Company and Jill Curtin, his wife, also owns 2,000 shares of Common Stock of the Company. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000860235_team_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000860235_team_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..12fe3ef9c8b692474c565bbd5e05bbf1e15d35e6 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000860235_team_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Squire, Sanders & Dempsey L.L.P. has rendered an opinion as to the validity of the Common Shares offered hereby. Certain legal matters relating to the Offering will be passed upon for the Underwriters by Porter, Wright, Morris & Arthur. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000879313_sygnet_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000879313_sygnet_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..642977ef46d7f3a05efa8053c1bb968fcbe130f3 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000879313_sygnet_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Notes will be passed upon for the Company by Bryan Cave LLP, Washington, D.C. Certain legal matters related to the Offering will be passed upon for the Underwriters by Latham & Watkins, Los Angeles, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000883979_pomeroy_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000883979_pomeroy_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..646ca1dcfbcf7bb59f0f9ce5b3da908c58ac5773 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000883979_pomeroy_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The legality of the shares of Common Stock and certain other legal matters offered hereby will be passed upon for the Company and the Selling Stockholder by Cors & Bassett, Cincinnati, Ohio and Lindhorst & Dreidame Co., L.P.A., Cincinnnati, Ohio. Certain legal matters related to the Offering will be passed upon for the Underwriters by Alston & Bird, Atlanta, Georgia. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000886530_datatrak_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000886530_datatrak_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..401c12128db26824aca3a6d2b63852c8c2164e05 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000886530_datatrak_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the Common Shares offered hereby will be passed upon for the Company by Calfee, Halter & Griswold, Cleveland, Ohio. Certain legal matters will be passed upon for the Underwriters by Willkie Farr & Gallagher, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000887353_seven-up_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000887353_seven-up_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..b21778ea2c44de7330e1485f124a4da71978c701 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000887353_seven-up_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock being offered hereby and certain other legal matters relating to the Offering will be passed upon for the Company by Kirkland & Ellis (a partnership which includes professional corporations), New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000895044_microsurge_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000895044_microsurge_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..e2dbe42a6dba240d4fec0a0f3641228d2f92ae37 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000895044_microsurge_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered by the Company hereby will be passed upon for the Company by Hale and Dorr, Boston, Massachusetts. Certain legal matters have been passed upon for the Underwriters by Cravath, Swaine & Moore, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000897729_trump_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000897729_trump_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..0f6945065471edac6ac626e8e1e872f37b230848 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000897729_trump_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters, including certain tax matters, in connection with the securities offered hereby are being passed upon for the Issuers by Willkie Farr & Gallagher, New York, New York. Certain legal matters in connection with the securities offered hereby are being passed upon for the Underwriters by Skadden, Arps, Slate, Meagher & Flom, Los Angeles, California. The statements as to matters of law and legal conclusions concerning New Jersey gaming laws included under the captions "Risk Factors--Strict Regulation by Gaming Authorities," and "Regulatory Matters" (other than the subcaption "Other Laws and Regulations") have been prepared by Sterns & Weinroth, Trenton, New Jersey, gaming counsel for the Issuers. Sterns & Weinroth offers no opinion and does not purport to opine on the application of federal securities laws and regulations or the securities laws and regulations of any state with respect to the securities offered hereby. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000904974_great_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000904974_great_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..46dd6f3e5885d50cd9192d9e6d31312d9a5aa9dd --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000904974_great_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters concerning the federal securities laws applicable to the issue and sale of the Contracts and Certificates have been passed upon by Messrs. Jones & Blouch L.L.P., 1025 Thomas Jefferson Street NW, Suite 405 West, Washington, DC 20007-0805. The organization of GNA and its authority to issue the Contracts and the validity of the form of the Contracts have been passed upon by J. Neil McMurdie, Associate Counsel and Assistant Vice President of GNA. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000910507_u-s_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000910507_u-s_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..1b433de27daabcb3298da130ecba3a9b4f70e016 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000910507_u-s_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the shares of Common Stock offered hereby is being passed upon for the Company by Luce, Forward, Hamilton & Scripps LLP, San Diego, California. Certain legal matters in connection with the sale of the Common Stock offered hereby will be passed upon for the Underwriters by Squadron, Ellenoff, Plesent & Sheinfeld, LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000911583_steinway_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000911583_steinway_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..37586d7f6839c69ac7b78dc12c491727fbfc58e3 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000911583_steinway_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the Ordinary Common Stock have been passed upon for the Company by Milbank, Tweed, Hadley & McCloy, Los Angeles, California. Certain legal matters relating to the Offering will be passed upon for the Underwriters by Latham & Watkins, Los Angeles, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000912553_magnesium_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000912553_magnesium_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..7792b3da98255535169885c69151f5fd37ae5171 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000912553_magnesium_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Senior Notes being offered hereby and certain other legal matters relating to the Offering are being passed upon for the Company by Cadwalader, Wickersham & Taft, New York, New York. Certain legal matters will be passed upon for the Underwriter by Cahill Gordon & Reindel (a partnership including a professional corporation), New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000913077_affymetrix_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000913077_affymetrix_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..93dffa655be42440e06c0916654b5b872c4f9a78 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000913077_affymetrix_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Heller Ehrman White & McAuliffe, Palo Alto, California. Julian N. Stern, the beneficial owner of 26,980 shares of Common Stock, is the sole shareholder and employee of a professional corporation that is a partner of Heller Ehrman White & McAuliffe. Certain legal matters relating to the offering will be passed upon for the Underwriters by Wilson, Sonsini, Goodrich & Rosati, Palo Alto, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000913600_gunther_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000913600_gunther_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..065a0e73b968b16b283f63859876c2cc429e463e --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000913600_gunther_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the securities offered hereby will be passed upon for the Company by Reid & Priest LLP New York, New York, who have acted as special counsel to the Company in connection with this Offering. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000914022_harveys_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000914022_harveys_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..cd66764a4b5629e1ef7b858674e516889d9e44eb --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000914022_harveys_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain matters with respect to the legality of the issuance of the Notes offered hereby are being passed upon for the Company by Milbank, Tweed, Hadley & McCloy, Los Angeles, California, and Scarpello & Alling, Ltd., Stateline, Nevada. Ronald D. Alling, a partner of Scarpello & Alling, Ltd., owns 7,300 shares of Common Stock of the Company. Certain matters with respect to the legality of the issuance of the Notes offered hereby are being passed upon for the Underwriters by Davis Polk & Wardwell, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000914978_consep-inc_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000914978_consep-inc_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..8a17cf2e9d92914e4ab8ef888880cd3e23fad65a --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000914978_consep-inc_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock being offered hereby will be passed upon for the Company by Ater Wynne Hewitt Dodson & Skerritt, LLP, Portland, Oregon. Certain legal matters will be passed upon for the Underwriters by Reid & Priest LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000915518_3dx_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000915518_3dx_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..a074be007e312ca824cdf529eeee3b4f893bea4f --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000915518_3dx_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares will be passed upon for the Company by Kelley Drye & Warren LLP, New York, New York. Frederic A. Rubinstein, a partner of Kelley Drye & Warren LLP is the beneficial owner of 18,154 shares of Common Stock. Certain legal matters in connection with the Offering will be passed upon for the Underwriters by Andrews & Kurth LLP, Houston, Texas. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000918390_colorado_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000918390_colorado_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..9435550fcc4111591c710ce4431202ab19391500 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000918390_colorado_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain matters regarding the validity of the Notes, the Guarantee and the Common Stock will be passed upon for the Company by LeBoeuf, Lamb, Greene & MacRae, L.L.P., a partnership including professional corporations. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000919999_pc_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000919999_pc_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..cee966fb747041be3e5d5df2cf6505767cec187e --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000919999_pc_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company and the Selling Stockholders by Sayles & Lidji, A Professional Corporation, Dallas, Texas. Certain legal matters relating to the Common Stock offered hereby will be passed upon for the Underwriters by Powell, Goldstein, Frazer & Murphy, Atlanta, Georgia. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000920052_renal_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000920052_renal_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..552060f267f2da4733bcbe9d19c7f14ce4620421 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000920052_renal_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the validity of the shares of the Common Stock offered hereby will be passed upon for the Company by Alston & Bird, Atlanta, Georgia. Certain legal matters related to the Offering will be passed upon for the Underwriters by Hogan & Hartson L.L.P., Washington, D.C. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000920729_infoseek_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000920729_infoseek_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..fd288fbd57cb02a6d43def9675d32b14ca90fdac --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000920729_infoseek_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the shares of Common Stock offered hereby will be passed upon for the Company by Brobeck, Phleger & Harrison LLP, Palo Alto, California. Certain legal matters in connection with this Offering will be passed upon for the Underwriters by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000921506_cv_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000921506_cv_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..7884a3a13dc85ea9a5a8bc3179e565b61973619d --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000921506_cv_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Cooley Godward LLP ("Cooley"), Palo Alto, California. Certain legal matters in connection with this Offering will be passed upon for the Underwriters by Wilson Sonsini Goodrich & Rosati, a Professional Corporation, Palo Alto, California. As of the date of this Prospectus, Cooley owns a warrant to purchase 2,500 units at a price of $.50 per unit with each unit consisting of 1 share of Common Stock and one warrant to purchase 1/2 share of Common Stock at an exercise price of $20.00 per share. GC&H Investments, a general partnership formed by the partners of Cooley for investment purposes, owns 18,761 shares of the Company's Common Stock, 1,289 shares of Common Stock issuable upon the net exercise of an outstanding warrant upon the closing of the Offering and a warrant to purchase 875 shares of Series E Preferred Stock, convertible into 875 shares of the Company's Common Stock. Alan C. Mendelson and Deborah A. Marshall, partners at Cooley, are Secretary and Assistant Secretary of the Company, respectively. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000921549_trico_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000921549_trico_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..7089b943faa31a30798e4a53ac74d0a75d665d9b --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000921549_trico_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P., New Orleans, Louisiana. Vinson & Elkins L.L.P., Houston, Texas, will pass upon certain legal matters for the Underwriters. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000921623_complete_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000921623_complete_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..c441fb6fdf38fe2932ae1aa5407f8d963239845e --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000921623_complete_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters in connection with the issuance of the Common Stock will be passed upon for the Corporation by Jeffer, Mangels, Butler & Marmaro LLP, Los Angeles, California. The principal shareholder of Bruce P. Jeffer, Esq., a Professional Corporation, a partner of Jeffer, Mangels, Butler & Marmaro LLP, will own 14,036 shares of Common Stock, 12,571 General Partner Warrants and 1,525 Subscriber Warrants. Certain legal matters in connection with the Public Offering will be passed upon for the Underwriters by Manatt, Phelps & Phillips, LLP, Los Angeles, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000921898_accent_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000921898_accent_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..8e7818b2719b260421e34c517ee5d82e44c7244b --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000921898_accent_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares offered hereby and certain other legal matters will be passed upon for the Company by Murtha, Cullina, Richter and Pinney of Hartford and New Haven, Connecticut. Certain legal matters will be passed upon for the Underwriters by Testa, Hurwitz and Thibeault, LLP of Boston, Massachusetts. Willard F. Pinney, Jr., a partner of Murtha, Cullina, Richter and Pinney, is Secretary and Director and a shareholder of the Company. Mr. Pinney holds 14,796 shares of Common Stock of the Company and, as a director of the Company, options to purchase 30,000 shares of Common Stock. Murtha, Cullina, Richter and Pinney holds an option to purchase 30,000 shares of Common Stock of the Company. See "Certain Transactions" for a description of each of these options. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000923877_ion-media_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000923877_ion-media_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..4613def41266dd2fc11f5b273f3cc1a4c167fe5f --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000923877_ion-media_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the issuance of Class A Common Stock will be passed upon for the Company by Holland & Knight (a partnership including professional associations), and for the Underwriters by Cahill Gordon & Reindel (a partnership including a professional corporation). Certain legal matters under the Communications Act and the rules and regulations promulgated thereunder by the FCC will be passed upon for the Company and the Underwriters by Dow, Lohnes & Albertson (a professional limited liability company). \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000924146_big_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000924146_big_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..420b432d35bd12a463c7e03d3502c2046450f71b --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000924146_big_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock being sold in the Offerings will be passed upon for Big Flower by Skadden, Arps, Slate, Meagher & Flom, Los Angeles, California. Certain legal matters will be passed upon for the Underwriters by Davis Polk & Wardwell, New York, New York. Certain legal matters will be passed upon for Apollo and BTIP by Paul, Hastings, Janofsky & Walker, New York, New York and for the remaining Selling Stockholders by their respective counsel. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000925072_innoveda_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000925072_innoveda_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..55a1747efbf8a7b0bc4ec93115b72786b7578406 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000925072_innoveda_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company and the Selling Stockholders by Wilson Sonsini Goodrich & Rosati, P.C., Palo Alto, California. As of September 30, 1996, certain members and investment partnerships of Wilson Sonsini Goodrich & Rosati, P.C., beneficially owned an aggregate of 11,229 shares of the Company's Common Stock. Certain legal matters will be passed upon for the Underwriters by Gray Cary Ware & Freidenrich, A Professional Corporation, Palo Alto, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000925172_mkr_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000925172_mkr_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..8c1cae540e0c4c183b6375eb15fe9b158e8189d4 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000925172_mkr_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares offered hereby will be passed upon for the Company by Stroock & Stroock & Lavan, New York, New York. Stroock & Stroock & Lavan will rely as to all matters of Utah law on the opinion of Prince, Yeates & Geldzahler, A Professional Corporation, Salt Lake City, Utah. Certain legal matters will be passed upon for the Underwriters by Werbel McMillin & Carnelutti, A Professional Corporation, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000926764_holmes_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000926764_holmes_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..b817dd46e0b5862882768708de172ca621ecd516 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000926764_holmes_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Squadron, Ellenoff, Plesent & Sheinfeld, LLP, New York, New York. Certain legal matters will be passed upon for the Underwriters by Piper & Marbury L.L.P., New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000928737_control_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000928737_control_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..f041a890c26b7349dfc4044de6b13c7149162a0a --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000928737_control_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the Common Shares being offered hereby will be passed upon for the Company by Sommer & Barnard, PC, Indianapolis, Indiana, counsel for the Company. Certain legal matters will be passed upon for the Underwriters by Testa, Hurwitz & Thibeault, LLP, Boston, Massachusetts. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000929473_thermatrix_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000929473_thermatrix_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..539c2de39a37321fe714432f106b4b98d4336106 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000929473_thermatrix_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the legality of the issuance of the shares of Common Stock offered hereby will be passed upon for the Company by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California. Certain legal matters will be passed upon by and for the Underwriters by Morgan, Lewis & Bockius LLP, New York, New York. As of the date of this Prospectus, a total of 8,940 shares of Common Stock were beneficially owned by a member of Wilson Sonsini Goodrich & Rosati, Professional Corporation and an investment partnership of which members of such firm are partners. Mario M. Rosati, the Assistant Secretary of the Company, is a member of Wilson Sonsini Goodrich & Rosati, Professional Corporation. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000932279_btg-inc-va_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000932279_btg-inc-va_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..3bf07725629b92b3906853fd599701c3c3682f02 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000932279_btg-inc-va_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby is being passed upon for the Company by Hogan & Hartson L.L.P., Washington, D.C. Certain legal matters relating to the offering will be passed upon for the Underwriters by Willkie Farr & Gallagher, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000932903_avigen_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000932903_avigen_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..10eb0ea97235daa5a5c09e03aeb0de4da579a907 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000932903_avigen_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Cooley Godward LLP, Palo Alto, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000934596_stb_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000934596_stb_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..a25a923a1ef0afbd7bf63633ad219370ab8fbe3d --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000934596_stb_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the shares of Common Stock offered by this Prospectus will be passed upon for the Company by Locke Purnell Rain Harrell (A Professional Corporation), Dallas, Texas. Thompson & Knight, A Professional Corporation, Dallas, Texas will pass upon certain legal matters for the Underwriters. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000936929_access_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000936929_access_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..54ab96db9eedadc6e363e221e6171b66daf685b5 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000936929_access_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the legality of the issuance of the shares of Common Stock offered hereby will be passed upon for the Company by Fulbright & Jaworski L.L.P., 666 Fifth Avenue, New York, New York 10103. Attorneys at Fulbright & Jaworski L.L.P. beneficially own an aggregate of 17,861 shares of Common Stock. Certain legal matters in connection with the Common Stock offered hereby will be passed upon for the Underwriters by Shereff, Friedman, Hoffman & Goodman, LLP, 919 Third Avenue, New York, New York 10022. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000942787_stormedia_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000942787_stormedia_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..813969400e14a3556bab2d6329826f444b9b9f7a --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000942787_stormedia_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the shares of Class A Common Stock offered hereby will be passed upon for the Company by Wilson, Sonsini, Goodrich & Rosati, P.C., Palo Alto, California. Judith M. O'Brien, a member of Wilson, Sonsini, Goodrich & Rosati, is Secretary of the Company. As of the date of this Prospectus, Mrs. O'Brien and certain attorneys employed by Wilson, Sonsini, Goodrich & Rosati, P.C., own 3,750 shares of the Company's Class A Common Stock. Certain legal matters in connection with this offering will be passed upon for the Underwriters by Brobeck, Phleger & Harrison LLP San Francisco, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000943206_computer_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000943206_computer_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..cc4757266d13a1c62030eae8272e8bb5e00680e6 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000943206_computer_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby is being passed upon for the Company by Hale and Dorr, Washington, D.C. Certain legal matters with respect to this offering are being passed upon for the Underwriters by Cooley Godward LLP, San Francisco, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000943356_shipholdin_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000943356_shipholdin_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..4f79d8892a296d052bdafecb8db52fab74e5f02d --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000943356_shipholdin_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the shares of Common Stock included in the Units offered hereby will be passed upon for the Company by Jack H. Halperin, Esq., New York, New York. The firm of Lester Morse, P.C. has served as counsel to the Underwriters in this offering. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000943563_dominick_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000943563_dominick_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..b424c658c4a9bf4a974168d30a4dad0bff249da8 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000943563_dominick_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Latham & Watkins, Los Angeles, California. Certain legal matters in connection with the Offering will be passed upon for the Underwriters by Cahill Gordon & Reindel (a partnership including a professional corporation), New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000946356_oakley-inc_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000946356_oakley-inc_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..adc8273479fe16aca0647da3f8b42a441ce8d7fd --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000946356_oakley-inc_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the Common Stock have been passed upon for the Company by Skadden, Arps, Slate, Meagher & Flom, Los Angeles, California and, with respect to certain matters of Washington law, by Preston Gates & Ellis, Seattle, Washington. The validity of the Common Stock offered hereby will be passed upon for the Underwriters by Shearman & Sterling, Los Angeles, California. Skadden, Arps, Slate, Meagher & Flom has from time to time represented certain of the Underwriters in connection with unrelated legal matters. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000946428_orthometri_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000946428_orthometri_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..530abee568af8732f41dbbf6a1f012510a629986 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000946428_orthometri_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of the Common Stock offered hereby will be passed upon for the Company by Morgan, Lewis & Bockius LLP, New York, New York. Certain legal matters will be passed upon for the Underwriters by Howard, Rice, Nemerovski, Canady, Falk & Rabkin, A Professional Corporation, San Francisco, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000946713_bab_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000946713_bab_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..101889900597b902687f8b3349ed352bcd885966 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000946713_bab_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Moss & Barnett, A Professional Association, Minneapolis, Minnesota. Certain legal matters relating to the Offering will be passed upon for the Placement Agent by Sonnenschein Nath & Rosenthal, Chicago, Illinois. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000946763_prosource_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000946763_prosource_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..1c50591ad82930c2375d8d64b55d31ccd70de7e0 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000946763_prosource_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Class A Common Stock offered hereby and certain legal matters will be passed upon for the Company by Kaye, Scholer, Fierman, Hays & Handler, LLP, New York, New York and for the Underwriters by Davis Polk & Wardwell. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000948069_cutter_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000948069_cutter_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..387147da30333edf96773b39f9f67c181549d79a --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000948069_cutter_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon by Lane Powell Spears Lubersky, Seattle, Washington. Certain legal matters will be passed upon for the Underwriters by Perkins Coie, Seattle, Washington. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000948456_uroquest_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000948456_uroquest_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..0ce2e176b2d68758e1854bcb8617bf887606306d --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000948456_uroquest_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Holland & Hart LLP, Salt Lake City, Utah. Certain legal matters will be passed upon for the Underwriters by Cooley Godward LLP, Menlo Park, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000948556_united_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000948556_united_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..cc5933e3b97a8a8090e653a5cfa676c6870e85b7 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000948556_united_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Strasburger & Price, L.L.P., Dallas, Texas. David K. Meyercord, a partner in Strasburger & Price, L.L.P., is an Assistant Secretary of the Company. Certain legal matters in connection with this offering will be passed upon for the Underwriters by Akin, Gump, Strauss, Hauer & Feld, L.L.P., Dallas, Texas. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0000949301_speedfam_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0000949301_speedfam_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..2aff4df967442f11c1753665ad20466707bbba7e --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0000949301_speedfam_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Chapman and Cutler, Chicago, Illinois. Certain legal matters will be passed upon for the Underwriters by Brobeck, Phleger & Harrison, San Diego, California. Mr. Charles A. Kelly, a partner of Chapman and Cutler, serves as Secretary of the Company and owns 60,000 shares of the Company's Common Stock. In addition, Mr. Kelly has sole voting and dispositive power over 727,400 shares of Common Stock held in the Nancy Jo Farley Trust, a revocable trust, of which he serves as co-trustee. Mr. Kelly also shares voting and dispositive power over 762,780 shares of Common Stock held in the Makoto Kouzuma Trust, a revocable trust, of which he serves as co-trustee and over 351,380 shares of Common Stock held in the SpeedFam Employees Profit Sharing Trust, of which he serves as co-trustee. Mr. David S. Crossett, also a partner of Chapman and Cutler, owns 500 shares of the Company's Common Stock. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001000188_enterprise_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001000188_enterprise_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..e316c4906d0831b557bf70f6a46e486e4a656f7e --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001000188_enterprise_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Sachnoff & Weaver, Ltd., Chicago, Illinois. Certain legal matters in connection with the offering will be passed upon for the Placement Agents by Alston & Bird, Atlanta, Georgia. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001000297_traffix_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001000297_traffix_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..cf6a7d8c59133af6f36a51996e6286e578993bca --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001000297_traffix_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The legality of the Common Stock included in this Prospectus has been passed upon for the Company by Feder, Kaszovitz, Isaacson, Weber, Skala & Bass LLP, New York, New York. Murray L. Skala, a director of the Company and a partner of Feder, Kaszovitz, Isaacson, Weber, Skala & Bass, LLP, beneficially owns options to purchase 30,000 shares of Common Stock and such firm was issued 25,000 shares of Common Stock for legal services rendered to the Company in connection with the Company's initial public offering of securities in December 1995. 13,000 of such 25,000 shares issued to the firm are included in the Alternate Prospectus of the Registration Statement, of which this Prospectus is a part. Certain matters relating to government regulation have been passed upon by Klein, Zelman, Briton, Rothermel & Dichter, L.L.P., New York, New York, and Hall Dickler Kent Friedman & Wood LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001000661_centerior_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001000661_centerior_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..d04d0f5b551fd3a4534d620ea550ded8cb9c89a5 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001000661_centerior_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters relating to the Investor Certificates will be passed upon for the Transferor and the Trust by Squire, Sanders & Dempsey, Cleveland, Ohio, and the Underwriters by Brown & Wood LLP. Certain Ohio and Federal income tax matters will be passed upon by Squire, Sanders & Dempsey. Squire, Sanders & Dempsey has in the past provided legal services to the Originators and their Affiliates. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001000736_caremark_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001000736_caremark_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..742d99d86ed844f053fac214db3d2298ba33633d --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001000736_caremark_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the validity of the Common Stock offered hereby will be passed upon by Haskell Slaughter & Young, L.L.C., Birmingham, Alabama. ------------------------------------------------------ ------------------------------------------------------ NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF ANY OFFER TO BUY ANY SECURITY OTHER THAN THE SHARES OF COMMON STOCK OFFERED BY THIS PROSPECTUS, NOR DOES IT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY THE SHARES OF COMMON STOCK BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF. ------------------ TABLE OF CONTENTS
PAGE ---- Prospectus Summary.................... 1 The Company........................... 6 Risk Factors.......................... 6 Price Range of Common Stock........... 14 Dividend Policy....................... 15 Capitalization........................ 15 Selected Historical Financial Data.... 16 Management's Discussion and Analysis of Financial Condition and Results of Operations....................... 18 Pro Forma Condensed Combined Financial Information......................... 24 Business.............................. 32 Management............................ 48 Certain Transactions.................. 57 Principal Stockholders................ 59 Description of Capital Stock.......... 61 Selling Stockholders.................. 65 Plan of Distribution.................. 67 Experts............................... 67 Legal Matters......................... 67 Index to Financial Statements......... F-1
------------------------------------------------------ ------------------------------------------------------ ------------------------------------------------------ ------------------------------------------------------ 1,221,601 SHARES [LOGO] MEDPARTNERS COMMON STOCK PAR VALUE $.001 PER SHARE ------------ PROSPECTUS OCTOBER 16, 1996 ------------ ------------------------------------------------------ ------------------------------------------------------ PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION Set forth below is an estimate of the fees and expenses to be incurred in connection with the issuance and distribution of the shares of Common Stock, par value $.001 per share (the "Common Stock"), offered hereby other than underwriting discounts and commissions. Securities and Exchange Commission Registration Fee............................. $ 8,573.66* Blue Sky Fees and Expenses...................................................... 15,000.00 Legal Fees and Expenses......................................................... 50,000.00 Accounting Fees................................................................. 50,000.00 Printing Costs.................................................................. 200,000.00 Miscellaneous Expenses.......................................................... 26,426.34 ----------- Total................................................................. $350,000.00 ==========
- --------------- * Actual amount. ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 102(b)(7) of the General Corporation Law of Delaware ("DGCL") grants corporations the right to limit or eliminate the personal liability of their directors in certain circumstances in accordance with provisions therein set forth. The Company's Second Amended and Restated Certificate of Incorporation contains a provision eliminating or limiting director liability to the Company and its stockholders for monetary damages arising from acts or omissions in the director's capacity as a director. The provision does not, however, eliminate or limit the personal liability of a director (i) for any breach of such director's duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under the Delaware statutory provision making directors personally liable, under a negligence standard, for unlawful dividends or unlawful stock purchases or redemptions, or (iv) for any transaction from which the director derived an improper personal benefit. This provision offers persons who serve on the Board of Directors of the Company protection against awards of monetary damages resulting from breaches of their duty of care (except as indicated above). As a result of this provision, the ability of the Company or a stockholder thereof to successfully prosecute an action against a director for a breach of his duty of care is limited. However, the provision does not affect the availability of equitable remedies such as an injunction or rescission based upon a director's breach of his duty of care. The Commission has taken the position that the provision will have no effect on claims arising under the federal securities laws. Section 145 of the DGCL grants corporations the right to indemnify their directors, officers, employees and agents in accordance with the provisions therein set forth. The Company's Amended and Restated By-laws provide for mandatory indemnification rights, subject to limited exceptions, to any director, officer, employee, or agent of the Company who, by reason of the fact that he or she is a director, officer, employee, or agent of the Company, is involved in a legal proceeding of any nature. Such indemnification rights include reimbursement for expenses incurred by such director, officer, employee, or agent in advance of the final disposition of such proceeding in accordance with the applicable provisions of the DGCL. The Company has agreed to indemnify all of its directors and executive officers against liability incurred by them by reason of their services as a director to the fullest extent allowable under applicable law. In addition, the Company has purchased insurance containing customary terms and conditions as permitted by Delaware law on behalf of its directors and officers, which may cover liabilities under the Securities Act. II-1 ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES Set forth below are all sales of unregistered securities by the Registrant within the past three years. In August 1995, in connection with its incorporation, MedPartners/Mullikin, Inc. sold and issued 100 shares of its Common Stock to Larry R. House for $1.00 per share. Those shares of Common Stock were subsequently cancelled in connection with the consummation of the business combination between the Original Predecessor and Mullikin Medical Enterprises, L.P. In December 1995, the Company sold and issued an aggregate of 860,068 shares of its Common Stock to Retina and Vitreous Associates of Alabama, Inc. ("RVAA"), in return for substantially all of the assets of RVAA. As of the closing date, the shares of Common Stock had a value of approximately $28,400,000.* In March 1996, the Company sold and issued an aggregate of 82,954 shares of its Common Stock to Eaton Medical Group in return for substantially all of the assets of Eaton Medical Group. As of the closing date, the shares of Common Stock had a value of approximately $2,364,000.* In March 1996, the Company sold and issued an aggregate of 444,091 shares of its Common Stock to the Atlanta Allergy Clinic, PA ("Atlanta Allergy"), in return for substantially all of the assets of Atlanta Allergy. As of the closing date, the shares of Common Stock had a value of approximately $12,657,000.* In April 1996, the Company sold and issued an aggregate of 70,174 shares of its Common Stock to Dwight W. Clark, M.D. and H. Frank Martin, M.D. in return for the termination of certain Medical Director Agreements. As of the closing date, the shares of Common Stock had a value of approximately $2,026,000.* In May 1996, MedPartners/Mullikin, Inc. sold and issued 116,452 shares to East Bay Fertility OB-GYN-Medical Group, Inc. in exchange for substantially all of the assets of East Bay. As of the closing date, the shares of Common Stock had a value of approximately $2,737,000.* In June 1996, the Company sold and issued an aggregate of 1,218,441 shares of its Common Stock to the sole shareholder of Emergency Physician Associates, Inc. ("EPA") as consideration for the merger of a wholly-owned subsidiary of the Company with and into EPA whereby EPA became a wholly-owned subsidiary of the Company. As of the closing date, the shares of Common Stock had a value of approximately $25,892,000.* In June 1996, the Company sold and issued an aggregate of 76,633 shares of its Common Stock to Global Care, Inc. in return for substantially all of the assets of Global Care, Inc. As of the closing date, the shares of Common Stock had a value of approximately $1,628,000.* In June 1996, the Company sold and issued an aggregate of 85,827 shares of its Common Stock to Brevard OB/GYN Specialists, P.A. in return for substantially all of the assets of Brevard OB/GYN Specialists. As of the closing date, the shares of Common Stock had a value of approximately $1,792,000.* In July 1996, the Company sold and issued an aggregate of 190,762 shares of its Common Stock to Southwest Healthcare Network, Inc. in return for substantially all of the assets of Southwest Healthcare Network, Inc. As of the closing date, the shares of Common Stock had a value of approximately $4,030,000.* In July 1996, the Company sold and issued an aggregate of 172,752 shares of its Common Stock to Cleveland Ear, Nose, Throat and Facial Surgery Group, Inc. in return for substantially all of the assets of Cleveland Ear, Nose, Throat and Facial Surgery Group, Inc. As of the closing date, the shares of Common Stock had a value of approximately $3,347,000.* In July 1996, the Company sold and issued an aggregate of 164,085 shares of its Common Stock to The Emergency Associates for Medicine, Inc. ("TEAM"), in return for substantially all of the outstanding capital stock of TEAM. As of the closing date, the shares of Common Stock had a value of approximately $3,077,000.* In August 1996, MedPartners/Mullikin, Inc. sold and issued 51,417 shares of its Common Stock to Bay Area Primary Care as a result of the Company's earn-out obligations in accordance with the terms and II-2 conditions of the Company's purchase of substantially all of the assets of Bay Area Primary Care. As of the closing date, the shares of Common Stock had a value of approximately $1,016,000.* In August 1996, the Company sold and issued an aggregate of 182,366 shares of its Common Stock to Georgia Urology Management Associates, Inc. in return for substantially all of the assets of Georgia Urology Management Associates, Inc. As of the closing date, the shares of Common Stock had a value of approximately $3,784,000.* None of the transactions described above was underwritten and there were no underwriting discounts or commissions. All of the above shares were taken for investment by the entity or individuals to whom they were issued. The Company believes that all securities issued in connection with the transactions described above were exempt from registration under Section 4(2) of the Securities Act as transactions not involving a public offering. - --------------- * Based on the closing price of MedPartners Common Stock on the Nasdaq National Market or the New York Stock Exchange, as applicable, on the closing date of such transaction, which is given solely for the purpose of calculating the aggregate consideration for such transaction, pursuant to Item 701 of Regulation S-K. ITEM 16. FINANCIAL STATEMENTS AND EXHIBITS (a) Exhibits:
EXHIBIT NO. DESCRIPTION - -------- --------------------------------------------------------------------------------- (2)-1 -- Plan and Agreement of Merger, dated as of August 14, 1995, among MedPartners, Inc., Mullikin Medical Enterprises, L.P., MedPartners/Mullikin, Inc. and MPI Merger Corporation, filed as Exhibit (2)-1 to the Company's Registration Statement on Form S-4 (Registration No. 33-96978) is hereby incorporated herein by reference. (2)-2 -- Plan and Agreement of Merger and Reorganization, dated as December 11, 1995, among MedPartners/Mullikin, Inc., PPS Merger Corporation and Pacific Physician Services, Inc., filed as Exhibit (2)-1 to the Company's Registration Statement on Form S-4 (Registration No. 333-00774) is hereby incorporated herein by reference. (2)-3 -- Amended and Restated Agreement to Purchase Assets, dated as of March 11, 1996, as amended by Amendment No. 1 dated June 28, 1996, by and among MedPartners/Mullikin, Inc., MedPartners, Inc. and New Management filed as Exhibit (2)-2 to the Company's Registration Statement on Form S-4 (Registration No. 333-4348), is hereby incorporated herein by reference. (2)-4 -- Plan and Agreement of Merger, dated as of May 13, 1996, among MedPartners/Mullikin, Inc., PPM Merger Corporation and Caremark International Inc., filed as Exhibit (2)-1 to the Company's Registration Statement on Form S-4 (Registration No. 333-09767) is hereby incorporated herein by reference. (3)-1 -- MedPartners, Inc. Second Amended and Restated Certificate of Incorporation, as amended, filed as Exhibit (3)-1 to the Company's Registration Statement on Form S-1 (Registration No. 333-12465) is hereby incorporated herein by reference. (3)-2 -- MedPartners, Inc. Second Amended and Restated By-laws, filed as Exhibit (3)-2 to the Company's Registration Statement on Form S-1 (Registration No. 333-12465) is hereby incorporated herein by reference. (5) -- Opinion of Haskell Slaughter & Young L.L.C., as to the legality of the Common Stock of MedPartners, Inc. (10)-1 -- Consulting Agreement, dated as of August 7, 1996, by and among Caremark, MedPartners and C. A. Lance Piccolo filed as Exhibit (10)-1 to the Company's Registration Statement on Form S-4 (Registration No. 333-09767) is hereby incorporated herein by reference. (10)-2 -- Consulting Agreement, dated as of August 7, 1996, by and among Caremark, MedPartners and Thomas W. Hodson filed as Exhibit (10)-2 to the Company's Registration Statement on Form S-4 (Registration No. 333-09767) is hereby incorporated herein by reference.
II-3
EXHIBIT NO. DESCRIPTION - -------- --------------------------------------------------------------------------------- (10)-3 -- Consulting Agreement, dated as of November 29, 1995, by and between MedPartners and Walter T. Mullikin, M.D. filed as Exhibit (10)-1 to the Company's Registration Statement on Form S-1 (Registration No. 333-1130) is hereby incorporated herein by reference. (10)-4 -- Termination Agreement, dated as of November 29, 1995, by and between MedPartners/ Mullikin, Inc. and Walter T. Mullikin filed as Exhibit (10)-2 to the Company's Registration Statement on Form S-1 (Registration No. 333-1130) is hereby incorporated herein by reference. (10)-5 -- Consulting Agreement, dated as of November 29, 1995, by and between MedPartners/ Mullikin, Inc. and John S. McDonald filed as Exhibit (10)-3 to the Company's Registration Statement on Form S-1 (Registration No. 333-1130) is hereby incorporated herein by reference. (10)-6 -- Termination Agreement, dated as of November 29, 1995, by and between MedPartners/ Mullikin, Inc. and John S. McDonald filed as Exhibit (10)-4 to the Company's Registration Statement on Form S-1 (Registration No. 333-1130) is hereby incorporated herein by reference. (10)-7 -- Employment Agreement, dated July 24, 1996, by and between MedPartners, Inc. and Larry R. House, filed as Exhibit (10)-7 to the Company's Registration Statement on Form S-1 (Registration No. 333-12465) is hereby incorporated herein by reference. (10)-8 -- Employment Agreement, dated July 24, 1996, by and between MedPartners, Inc. and Mark L. Wagar, filed as Exhibit (10)-8 to the Company's Registration Statement on Form S-1 (Registration No. 333-12465) is hereby incorporated herein by reference. (10)-9 -- Employment Agreement, dated July 24, 1996, by and between MedPartners, Inc. and Harold O. Knight, Jr., filed as Exhibit (10)-9 to the Company's Registration Statement on Form S-1 (Registration No. 333-12465) is hereby incorporated herein by reference. (10)-10 -- Employment Agreement, dated July 24, 1996, by and between MedPartners, Inc. and Tracy P. Thrasher, filed as Exhibit (10)-10 to the Company's Registration Statement on Form S-1 (Registration No. 333-12465) is hereby incorporated herein by reference. (10)-11 -- Registration Rights Agreement, dated as of November 29, 1995, among MedPartners/Mullikin, Inc. and certain of its securityholders, filed as Exhibit (4)-2 to the Company's Registration Statement on Form S-1 (Registration No. 333-1130) is hereby incorporated herein by reference. (10)-12 -- MedPartners/Mullikin, Inc. 1993 Stock Option Plan, filed as Exhibit (4)-1 to the Company's Registration Statement on Form S-8 (Registration No. 333-00234) is hereby incorporated herein by reference. (10)-13 -- MedPartners/Mullikin, Inc. 1995 Stock Option Plan, as amended, filed as Exhibit (4)-2 to the Company's Registration Statement on Form S-4 (Registration No. 333-00774) is hereby incorporated herein by reference. (10)-14 -- Registration Rights Agreement, dated as of August 31, 1994, as amended, filed as Exhibit (10)-16 to MedPartners, Inc.'s Registration Statement on Form S-1 (Registration Statement No. 33-86806) is hereby incorporated by reference. (10)-15 -- MedPartners, Inc., MedPartners Incentive Compensation Plan, filed as Exhibit (4)-2 to the Company's Registration Statement on Form S-8 (Registration No. 333-11875) is hereby incorporated herein by reference. (10)-16 -- Non-Competition and Severance Agreement by and between MedPartners, Inc. and William R. Dexheimer, dated August 31, 1993, filed as Exhibit (10)-23 to MedPartners' Registration Statement on Form S-1 (Registration Statement No. 33-86806) is hereby incorporated by reference. (10)-17 -- Credit Agreement, dated September 5, 1996, by and among MedPartners, Inc., NationsBank, National Association (South), as administrative agent for the Lenders, The First National Bank of Chicago, as Documentation Agent for the Lenders, and the Lenders thereto, filed as Exhibit (10)-17 to the Company's Registration Statement on Form S-1 (Registration No. 333-12465) is hereby incorporated herein by reference.
II-4
EXHIBIT NO. DESCRIPTION - -------- --------------------------------------------------------------------------------- (10)-18 -- Amendment No. 1 to Credit Agreement and Consent, dated September 5, 1996, by and among MedPartners, Inc., NationsBank, National Association (South), as administrative agent for the Lenders, The First National Bank of Chicago, as Documentation Agent for the Lenders, and the Lenders thereto, filed as Exhibit (10)-18 to the Company's Registration Statement on Form S-1 (Registration No. 333-12465) is hereby incorporated herein by reference. (10)-19 -- Caremark International Inc. 1992 Stock Option Plan for Non-Employee Directors, filed as Exhibit (4)-2 to the Company's Registration Statement on Form S-8 (Registration No. 333-14163) is hereby incorporated herein by reference. +(11) -- Statement re: Earnings per share. +(21) -- Subsidiaries of MedPartners, Inc., filed as Exhibit (21) to the Company's Registration Statement on Form S-1 (Registration No. 333-12465) is hereby incorporated herein by reference. (23)-1 -- Consent of Ernst & Young LLP. See pages immediately following signature pages to the Registration Statement. (23)-2 -- Consent of Price Waterhouse LLP. See pages immediately following signature pages to the Registration Statement. (23)-3 -- Consent of Haskell Slaughter & Young L.L.C. (included in the opinion filed as Exhibit (5)). +(24) -- Powers of Attorney. See the signature page to original filing of this Registration Statement on Form S-1.
- --------------- + Previously filed. (b) Financial Statements Schedule: None are applicable. ITEM 17. UNDERTAKINGS. The undersigned Registrant further undertakes that: (1) For purposes of determining any liability under the Securities Act the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. (2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to Item 14 hereof, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 1 to this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Birmingham, State of Alabama on October 16, 1996. MEDPARTNERS, INC. By /s/ LARRY R. HOUSE ------------------------------------ Larry R. House Chairman of the Board, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURE CAPACITY DATE - --------------------------------------------- ------------------------------ ----------------- /s/ LARRY R. HOUSE Chairman of the Board, October 16, 1996 - --------------------------------------------- President and Chief Larry R. House Executive Officer and Director * Executive Vice President and October 16, 1996 - --------------------------------------------- Chief Financial Officer Harold O. Knight, Jr. (Principal Financial and Accounting Officer) * Director October 16, 1996 - --------------------------------------------- Richard M. Scrushy * Director October 16, 1996 - --------------------------------------------- Larry D. Striplin, Jr. * Director October 16, 1996 - --------------------------------------------- Charles W. Newhall III * Director October 16, 1996 - --------------------------------------------- Ted H. McCourtney * Director October 16, 1996 - --------------------------------------------- Walter T. Mullikin, M.D. * Director October 16, 1996 - --------------------------------------------- John S. McDonald, J.D. * Director October 16, 1996 - --------------------------------------------- Richard J. Kramer * Director October 16, 1996 - --------------------------------------------- Rosalio J. Lopez, M.D. * Director October 16, 1996 - --------------------------------------------- C.A. Lance Piccolo * Director October 16, 1996 - --------------------------------------------- Thomas W. Hodson
II-6
SIGNATURE CAPACITY DATE - --------------------------------------------- ------------------------------ ----------------- * Director October 16, 1996 - --------------------------------------------- Roger L. Headrick * Director October 16, 1996 - --------------------------------------------- Harry M. Jansen Kraemer, Jr. /s/ LARRY R. HOUSE - --------------------------------------------- Larry R. House Attorney-in-Fact
II-7 EXHIBIT (23)-1 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the captions "Experts" and to the use of our reports on the entities and dated as listed below in the Registration Statement (Form S-1, No. 333-0000) and the related Prospectus of MedPartners, Inc. for the registration of its Common Stock: MedPartners/Mullikin, Inc. ....................................... February 22, 1996 New Management.................................................... July 26, 1996
ERNST & YOUNG LLP Birmingham, Alabama October 15, 1996 EXHIBIT (23)-2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the use in the Prospectus constituting part of this Registration Statement on Form S-1 of MedPartners, Inc. of our report dated January 24, 1996, except as to the third paragraph of Note 14, which is dated as of March 19, 1996, relating to the financial statements of Caremark International Inc., which appears in such Prospectus. We also consent to the reference to us under the heading "Experts" in such Prospectus. PRICE WATERHOUSE LLP Chicago, Illinois October 15, 1996 EXHIBIT INDEX
SEQUENTIALLY EXHIBIT NUMBERED NO. DESCRIPTION PAGE - -------- ----------------------------------------------------------------------- ------------ (2)-1 -- Plan and Agreement of Merger, dated as of August 14, 1995, among MedPartners, Inc., Mullikin Medical Enterprises, L.P., MedPartners/Mullikin, Inc. and MPI Merger Corporation, filed as Exhibit (2)-1 to the Company's Registration Statement on Form S-4 (Registration No. 33-96978) is hereby incorporated herein by reference. (2)-2 -- Plan and Agreement of Merger and Reorganization, dated as December 11, 1995, among MedPartners/Mullikin, Inc., PPS Merger Corporation and Pacific Physician Services, Inc., filed as Exhibit (2)-1 to the Company's Registration Statement on Form S-4 (Registration No. 333-00774) is hereby incorporated herein by reference. (2)-3 -- Amended and Restated Agreement to Purchase Assets, dated as of March 11, 1996, as amended by Amendment No. 1 dated June 28, 1996, by and among MedPartners/Mullikin, Inc., MedPartners, Inc. and New Management filed as Exhibit (2)-2 to the Company's Registration Statement on Form S-4 (Registration No. 333-4348), is hereby incorporated herein by reference. (2)-4 -- Plan and Agreement of Merger, dated as of May 13, 1996, among MedPartners/Mullikin, Inc., PPM Merger Corporation and Caremark International Inc., filed as Exhibit (2)-1 to the Company's Registration Statement on Form S-4 (Registration No. 333-09767) is hereby incorporated herein by reference. (3)-1 -- MedPartners, Inc. Second Amended and Restated Certificate of Incorporation, as amended, filed as Exhibit (3)-1 to the Company's Registration Statement on Form S-1 (Registration No. 333-12465) is hereby incorporated herein by reference. (3)-2 -- MedPartners, Inc. Second Amended and Restated By-laws, filed as Exhibit (3)-2 to the Company's Registration Statement on Form S-1 (Registration No. 333-12465) is hereby incorporated herein by reference. (5) -- Opinion of Haskell Slaughter & Young L.L.C., as to the legality of the Common Stock of MedPartners, Inc. (10)-1 -- Consulting Agreement, dated as of August 7, 1996, by and among Caremark, MedPartners and C. A. Lance Piccolo filed as Exhibit (10)-1 to the Company's Registration Statement on Form S-4 (Registration No. 333-09767) is hereby incorporated herein by reference. (10)-2 -- Consulting Agreement, dated as of August 7, 1996, by and among Caremark, MedPartners and Thomas W. Hodson filed as Exhibit (10)-2 to the Company's Registration Statement on Form S-4 (Registration No. 333-09767) is hereby incorporated herein by reference. (10)-3 -- Consulting Agreement, dated as of November 29, 1995, by and between MedPartners and Walter T. Mullikin, M.D. filed as Exhibit (10)-1 to the Company's Registration Statement on Form S-1 (Registration No. 333-1130) is hereby incorporated herein by reference. (10)-4 -- Termination Agreement, dated as of November 29, 1995, by and between MedPartners/Mullikin, Inc. and Walter T. Mullikin filed as Exhibit (10)-2 to the Company's Registration Statement on Form S-1 (Registration No. 333-1130) is hereby incorporated herein by reference. (10)-5 -- Consulting Agreement, dated as of November 29, 1995, by and between MedPartners/Mullikin, Inc. and John S. McDonald filed as Exhibit (10)-3 to the Company's Registration Statement on Form S-1 (Registration No. 333-1130) is hereby incorporated herein by reference.
SEQUENTIALLY EXHIBIT NUMBERED NO. DESCRIPTION PAGE - -------- ----------------------------------------------------------------------- ------------ (10)-6 -- Termination Agreement, dated as of November 29, 1995, by and between MedPartners/Mullikin, Inc. and John S. McDonald filed as Exhibit (10)-4 to the Company's Registration Statement on Form S-1 (Registration No. 333-1130) is hereby incorporated herein by reference. (10)-7 -- Employment Agreement, dated July 24, 1996, by and between MedPartners, Inc. and Larry R. House, filed as Exhibit (10)-7 to the Company's Registration Statement on Form S-1 (Registration No. 333-12465) is hereby incorporated herein by reference. (10)-8 -- Employment Agreement, dated July 24, 1996, by and between MedPartners, Inc. and Mark L. Wagar, filed as Exhibit (10)-8 to the Company's Registration Statement on Form S-1 (Registration No. 333-12465) is hereby incorporated herein by reference. (10)-9 -- Employment Agreement, dated July 24, 1996, by and between MedPartners, Inc. and Harold O. Knight, Jr., filed as Exhibit (10)-9 to the Company's Registration Statement on Form S-1 (Registration No. 333-12465) is hereby incorporated herein by reference. (10)-10 -- Employment Agreement, dated July 24, 1996, by and between MedPartners, Inc. and Tracy P. Thrasher, filed as Exhibit (10)-10 to the Company's Registration Statement on Form S-1 (Registration No. 333-12465) is hereby incorporated herein by reference. (10)-11 -- Registration Rights Agreement, dated as of November 29, 1995, among MedPartners/Mullikin, Inc. and certain of its securityholders, filed as Exhibit (4)-2 to the Company's Registration Statement on Form S-1 (Registration No. 333-1130) is hereby incorporated herein by reference. (10)-12 -- MedPartners/Mullikin, Inc. 1993 Stock Option Plan, filed as Exhibit (4)-1 to the Company's Registration Statement on Form S-8 (Registration No. 333-00234) is hereby incorporated herein by reference. (10)-13 -- MedPartners/Mullikin, Inc. 1995 Stock Option Plan, as amended, filed as Exhibit (4)-2 to the Company's Registration Statement on Form S-4 (Registration No. 333-00774) is hereby incorporated herein by reference. (10)-14 -- Registration Rights Agreement, dated as of August 31, 1994, as amended, filed as Exhibit (10)-16 to MedPartners, Inc.'s Registration Statement on Form S-1 (Registration Statement No. 33-86806) is hereby incorporated by reference. (10)-15 -- MedPartners, Inc., MedPartners Incentive Compensation Plan, filed as Exhibit (4)-2 to the Company's Registration Statement on Form S-8 (Registration No. 333-11875) is hereby incorporated herein by reference. (10)-16 -- Non-Competition and Severance Agreement by and between MedPartners, Inc. and William R. Dexheimer, dated August 31, 1993, filed as Exhibit (10)-23 to MedPartners' Registration Statement on Form S-1 (Registration Statement No. 33-86806) is hereby incorporated by reference. (10)-17 -- Credit Agreement, dated September 5, 1996, by and among MedPartners, Inc., NationsBank, National Association (South), as administrative agent for the Lenders, The First National Bank of Chicago, as Documentation Agent for the Lenders, and the Lenders thereto, filed as Exhibit (10)-17 to the Company's Registration Statement on Form S-1 (Registration No. 333-12465) is hereby incorporated herein by reference. (10)-18 -- Amendment No. 1 to Credit Agreement and Consent, dated September 5, 1996, by and among MedPartners, Inc., NationsBank, National Association (South), as administrative agent for the Lenders, The First National Bank of Chicago, as Documentation Agent for the Lenders, and the Lenders thereto, filed as Exhibit (10)-18 to the Company's Registration Statement on Form S-1 (Registration No. 333-12465) is hereby incorporated herein by reference.
SEQUENTIALLY EXHIBIT NUMBERED NO. DESCRIPTION PAGE - -------- ----------------------------------------------------------------------- ------------ (10)-19 -- Caremark International Inc. 1992 Stock Option Plan for Non-Employee Directors, filed as Exhibit (4)-2 to the Company's Registration Statement on Form S-8 (Registration No. 333-14163) is hereby incorporated herein by reference. +(11) -- Statement re: Earnings per share. +(21) -- Subsidiaries of MedPartners, Inc., filed as Exhibit (21) to the Company's Registration Statement on Form S-1 (Registration No. 333-12465) is hereby incorporated herein by reference. (23)-1 -- Consent of Ernst & Young LLP. See pages immediately following signature pages to the Registration Statement. (23)-2 -- Consent of Price Waterhouse LLP. See pages immediately following signature pages to the Registration Statement. (23)-3 -- Consent of Haskell Slaughter & Young L.L.C. (included in the opinion filed as Exhibit (5)). +(24) -- Powers of Attorney. See the signature page to original filing of this Registration Statement on Form S-1.
- --------------- + Previously filed. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001001134_maginet_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001001134_maginet_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..332d2bf27025f6d25475d92a0cb0f2e5f9053610 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001001134_maginet_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the legality of the issuance of the shares of Common Stock offered hereby will be passed upon for the Company by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California, and for the U.S. Underwriters and International Managers by Brobeck, Phleger & Harrison LLP, Palo Alto, California. As of the date of this Prospectus, a member of Wilson Sonsini Goodrich & Rosati, Professional Corporation, and investment partnerships of which members of such firm are partners beneficially own 17,314 shares of the Company's Common Stock. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001001384_lasalle_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001001384_lasalle_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..170d6143e7fb18a2b333ca138616a7be54bff62b --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001001384_lasalle_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Shares under Bermuda law will be passed upon for the Company by Conyers, Dill & Pearman, Hamilton, Bermuda. Certain legal matters in connection with the Offerings will be passed upon for the Company by Mayer, Brown & Platt, Chicago, Illinois, and for the Underwriters by LeBoeuf, Lamb, Greene & MacRae, L.L.P., a limited liability partnership including professional corporations, New York, New York, in each case in reliance on the opinion of Conyers, Dill & Pearman with respect to Bermuda law. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001001635_saville_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001001635_saville_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..0046539e4c3e0b546e621df23bffd8a783ecca00 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001001635_saville_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Ordinary Shares represented by the ADSs offered hereby and certain legal matters under Irish law will be passed upon by McCann FitzGerald, Irish counsel for the Company. Certain legal matters under United States law in connection with this offering will be passed upon for the Company and the Selling Shareholders by Hale and Dorr, Boston, Massachusetts. Certain matters in connection with the offering will be passed upon on behalf of the Underwriters by Testa, Hurwitz & Thibeault, LLP, Boston, Massachusetts, counsel for the Underwriters. Testa, Hurwitz & Thibeault, LLP and Hale and Dorr will rely upon McCann FitzGerald with respect to certain matters governed by Irish law. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001002022_innovative_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001002022_innovative_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..8abbcc0b69c662685e977bde0558c0d2a7ebe50a --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001002022_innovative_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters in connection with the Debentures and the shares of Common Stock being offered hereby will be passed upon by Nutter, McClennen & Fish, LLP, Boston, Massachusetts, counsel to the Company. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001002063_complete_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001002063_complete_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..7cc1defada05485ac28ada26c3bff06c64f52998 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001002063_complete_legal_matters.txt @@ -0,0 +1 @@ +legal matters by their counsel and various other conditions. The maturing of the Underwriters' obligations are such that they are committed to purchase all of the above Debentures if any are purchased. The Company has been advised by the Representatives that the Underwriters propose to offer the Debentures to the public at the public offering price set forth on the cover page of this Prospectus and to certain dealers at such price less a concession not in excess of ___% of the principal amount of the Debentures. The Underwriters may allow, and such dealers may allow, a concession not in excess of ___% of the principal amount of the Debentures to certain other dealers. After the offering, the offering price and other selling terms may be changed by the Representatives. The Company has granted to the Underwriters an option exercisable during the 45-day period commencing on the date of this Prospectus to purchase from the Company, at the offering price less underwriting discount, up to an aggregate of $3,750,000 principal amount of Debentures for the sole purpose of covering over-allotments, if any. To the extent that the Underwriters exercise the option, each Underwriter will have a firm commitment to purchase approximately the same percentage thereof that the principal amount of Debentures shown in the above table bears to the total shown, and the Company will be obligated, pursuant to the option, to sell such principal amount of Debentures to the Underwriters. The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act. The Company has agreed to pay to the Representatives a non-accountable expense allowance equal to 2% of the gross proceeds derived from the sale of the Debentures and the Common Shares underwritten, $25,000 of which has been advanced. Common Shares without the prior written consent of such Representatives until , 1997 [180 days after the effective date of this offering]. The lock-up does not apply to the sale of shares by the Selling Shareholder in this offering or the shares subject to the Over-Allotment Option. After the lock-up period, such Common Shares will be eligible for sale in the public market pursuant to Rule 144 if the conditions of that Rule have been met. The Company is unable to estimate the amount of restricted securities that will be sold under Rule 144 because this will depend, among other factors, on the market price for the Common Shares and the personal circumstances of the sellers. The Company has reserved 1,157,792 Common Shares for issuance upon the exercise of options that have been granted to officers, directors, key employees and consultants pursuant to and outside its Option Plan, of which options for 232,792 Common Shares are subject to shareholder approval of an amendment to the Option Plan. Unless registered under the Securities Act, Common Shares issued upon the exercise of outstanding options will be restricted securities. After this offering, the Company intends to file a registration statement under the Securities Act to register the Common Shares issuable pursuant to the Stock Option Plan. Such registration statement will become effective automatically 20 days after filing. Common Shares issued after the effective date of such registration statement under the Option Plan will generally be eligible for resale in the open market. UNDERWRITING Subject to the terms and conditions of the Underwriting Agreement among the Company and the Underwriters named below (the "Underwriters"), the Company has agreed to sell to the Underwriters for whom National Securities Corporation and Commonwealth Associates are acting as representatives (in such capacity, the "Representatives"), and the Underwriters have severally and not jointly agreed to purchase the principal amount of Debentures set forth below.
Amount of Number Underwriters Debentures of Shares ------------ ------------- ----------- National Securities Corporation Commonwealth Associates ....... ------------- ----------- Total .................... $25,000,000 3,000,000 ============= ===========
The Underwriting Agreement provides that the obligations of the several Underwriters are subject to the approval of certain legal matters by their counsel and various other conditions. The maturing of the Underwriters' obligations are such that they are committed to purchase all of the above Debentures if any are purchased. The Company has been advised by the Representatives that the Underwriters propose to offer the Debentures to the public at the public offering price set forth on the cover page of this Prospectus and to certain dealers at such price less a concession not in excess of ___% of the principal amount of the Debentures. The Underwriters may allow, and such dealers may allow, a concession not in excess of ___% of the principal amount of the Debentures to certain other dealers. After the offering, the offering price and other selling terms may be changed by the Representatives. The Company has granted to the Underwriters an option exercisable during the 45-day period commencing on the date of this Prospectus to purchase from the Company, at the offering price less underwriting discount, up to an aggregate of $3,750,000 principal amount of Debentures for the sole purpose of covering over-allotments, if any. To the extent that the Underwriters exercise the option, each Underwriter will have a firm commitment to purchase approximately the same percentage thereof that the principal amount of Debentures shown in the above table bears to the total shown, and the Company will be obligated, pursuant to the option, to sell such principal amount of Debentures to the Underwriters. The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act. The Company has agreed to pay to the Representatives a non-accountable expense allowance equal to 2% of the gross proceeds derived from the sale of the Debentures and the Common Shares underwritten, $25,000 of which has been advanced. In connection with this offering, the Company has agreed to sell to the Representatives, for nominal consideration, warrants (the "Representatives' Warrants") to purchase up to ________ Common Shares [i.e., that number of Common Shares as equal 10% of the aggregate principal amount of the Debentures when valued at the closing price of the Common Shares on the AMEX on the effective date of this offering plus 250,000 Common Shares at a price equal to 165% of the market price of the Common Shares on the effective date of this Offering]. The Representatives' Warrants are exercisable for a period of four years commencing one year from the date of this Prospectus. The Representatives' Warrants provide for adjustment in the exercise price of the Representative's Warrants in the event of certain mergers, acquisitions, stock dividends and capital changes. The Representatives' Warrants grant to the holders thereof certain rights with respect to the registration under the Securities Act of the securities issuable upon exercise of the Representatives' Warrants. The foregoing is a summary of the principal terms of the agreements described above and does not purport to be complete. Reference is made to copies of each such agreement which are filed as exhibits to the Registration Statement, of which this Prospectus forms a part. See "Available Information." \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001004526_k-g-mens_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001004526_k-g-mens_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..29faf792f959bc7e0109f3de8a2060b190a8c0ad --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001004526_k-g-mens_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company and the Selling Shareholders by Hunton & Williams, Atlanta, Georgia, and for the Underwriters by Troutman Sanders LLP, Atlanta, Georgia. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001004968_first_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001004968_first_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..642b77e9df03404a27d7505c12821fc4bdd76d84 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001004968_first_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Rudnick & Wolfe, Chicago, Illinois. Counsel for the Underwriters is Nelson Mullins Riley & Scarborough, L.L.P., Atlanta, Georgia. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001005967_hmt_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001005967_hmt_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..9a7a080f35bcc9b3b18a9564feed95de434af367 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001005967_hmt_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock and the Notes offered hereby will be passed upon for the Company by Cooley Godward Castro Huddleson & Tatum, Palo Alto, California ("Cooley Godward"). Certain legal matters related to the Offerings will be passed upon for the Underwriters by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California. As of the date of this Prospectus, Cooley Godward beneficially owns 93,000 shares of the Common Stock, subject to the Company's right of repurchase. In addition, James C. Kitch, a partner of Cooley Godward, is the Secretary of the Company. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001006918_trump_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001006918_trump_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..0f6945065471edac6ac626e8e1e872f37b230848 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001006918_trump_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters, including certain tax matters, in connection with the securities offered hereby are being passed upon for the Issuers by Willkie Farr & Gallagher, New York, New York. Certain legal matters in connection with the securities offered hereby are being passed upon for the Underwriters by Skadden, Arps, Slate, Meagher & Flom, Los Angeles, California. The statements as to matters of law and legal conclusions concerning New Jersey gaming laws included under the captions "Risk Factors--Strict Regulation by Gaming Authorities," and "Regulatory Matters" (other than the subcaption "Other Laws and Regulations") have been prepared by Sterns & Weinroth, Trenton, New Jersey, gaming counsel for the Issuers. Sterns & Weinroth offers no opinion and does not purport to opine on the application of federal securities laws and regulations or the securities laws and regulations of any state with respect to the securities offered hereby. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001007008_valley_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001007008_valley_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..6c71786c3b8318a5949a91cab5c678c069be3606 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001007008_valley_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS All matters relating to Pennsylvania law pertaining to the Contracts, including the validity of the Contracts and the Company's authority to issue the Contracts, have been passed upon by Lynne Gugenheim, Esquire, Vice President and Associate General Counsel of the Company. Sutherland, Asbill & Brennan LLP of Washington, D.C. has provided advice on certain matters relating to the federal securities laws. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001007367_tvc_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001007367_tvc_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..8bcb4e0f24bc785ccf878fe195483b90d0fceb23 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001007367_tvc_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the validity of the shares of Common Stock offered hereby are being passed upon for the Company by Brobeck, Phleger & Harrison LLP, Los Angeles, California. Certain legal matters are being passed upon for the Underwriter by Morgan, Lewis & Bockius LLP, Los Angeles, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001008882_phoenix_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001008882_phoenix_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..44fba7d26941e4bc34855945228111ef4e271306 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001008882_phoenix_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS There are no material legal proceedings in which the Company is involved. Certain legal matters, including the legality of the issuance of the shares of Common Stock offered hereby, are being passed upon for the Company by Mark Gasarch, Esq., 1285 Avenue of the Americas, New York New York 10019. Mark Gasarch owns 125,000 shares of the Company's Common Stock and options to acquire an additional 200,000 shares. See "Selling Shareholders". 38 COMPOST AMERICA HOLDING COMPANY, INC. AND SUBSIDIARIES PERIOD ENDING APRIL 30, 1995 AND 1994 AND THE PERIOD DECEMBER 17, 1993 (INCEPTION) TO APRIL 30, 1995 CONTENTS
PAGE ------------ Independent auditors' report................................................... F-2 Consolidated financial statements: Balance sheet................................................................ F-3 Statement of income (loss)................................................... F-4 Statement of stockholders' equity............................................ F-5 Statement of cash flows...................................................... F-6 Notes to consolidated financial statements................................... F-7 to F-38 Supplementary information to consolidated financial statements: Report of independent auditors on statement of operating expenses............ F-39 Schedule of operating expenses............................................... F-40
F-1 - -------------------------------------------------------------------------------- [ZELLER WEISS & KAHN LETTERHEAD] [LOGO] - -------------------------------------------------------------------------------- 1084 Route 22 West Melvin H. Zeller, CPA Mountainside, NJ 07092 Harold N. Binenstock, CPA TEL: 908-789-0011 Stephen E. Rosenthal, CPA FAX: 908-789-0027 Alfred J. Padovano, CPA Leonard J. Krieger Jr., CPA Philip E. Hunrath, CPA Martin Sherman, CPA Gary A. Sherman, CPA Andrew M. Fingerhut, CPA
INDEPENDENT AUDITORS' REPORT Board of Directors Compost America Holding Company, Inc. and Subsidiaries Doylestown, Pennsylvania We have audited the accompanying consolidated balance sheet of Compost America Holding Company, Inc. and Subsidiaries as of April 30, 1995 and 1994 and the related statements of income (loss), stockholders' equity and cash flows, for the periods ending April 30, 1995 and 1994 and for the period December 17, 1993 (inception) to April 30, 1995. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above, present fairly, in all material respects, the financial position of Compost America Holding Company, Inc. and Subsidiaries as of April 30, 1995 and 1994 and the results of its operations, changes in stockholders' equity and cash flows for the period ending April 30, 1995 and 1994 and for the period December 17, 1993 (inception) to April 30, 1995, in conformity with generally accepted accounting principles. As discussed in Note 9 the Company has been in the development stage since December 17, 1993. February 9, 1996, except for /s/ ZELLER WEISS & KAHN Note 11 (F) as to which the date is April 22, 1996 Mountainside, New Jersey F-2 COMPOST AMERICA HOLDING COMPANY, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED BALANCE SHEET--APRIL 30, 1995 AND 1994
1995 1994 ---------- ---------- ASSETS Current assets: Cash............................................................. $ 9,409 $ 8,400 Accounts receivable.............................................. 55,361 Due from affiliated company, R.C. Land Company Inc............... 28,600 Due from affiliated company, American Bio-AG Corp................ 20,000 ---------- ---------- Total current assets......................................... 58,009 63,761 ---------- ---------- Investments in joint venture (Note 12A)............................ 167,358 ---------- ---------- Plant, property and equipment (Note 18) Automotive equipment............................................. 44,734 Office equipment................................................. 2,920 Construction in progress, Compost projects....................... 3,103,743 2,024,416 ---------- ---------- 3,151,397 2,024,416 Less depreciation................................................ 29,598 ---------- ---------- 3,121,799 2,024,416 ---------- ---------- Other assets: Restrictive covenant (Note 10B).................................. 245,833 Trademark costs, net of amortization of $220..................... 1,488 Organization costs, net of amortization of $1,458................ 5,621 2,128 Deposits (Note 20)............................................... 2,035 Options (Note 21)................................................ 100,000 ---------- ---------- 354,977 2,128 ---------- ---------- $3,702,143 $2,090,305 ---------- ---------- ---------- ---------- LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Notes payable, bank (Note 22).................................... $ 50,000 Accounts payable and accrued expenses............................ 500,921 $ 284,708 Current portion of long-term debt (Note 18)...................... 56,984 Due to affiliated company, VRH Construction Corp. (Note 15)...... 640,072 Due affiliated company, Compost Management, Inc. (Note 15)....... 212,205 Due to affiliated company, Select Acquisitions, Inc. (Note 15)... 23,900 41,650 Payroll taxes payable............................................ 6,048 ---------- ---------- Total current liabilities.................................... 1,277,925 538,563 ---------- ---------- Long-term debt, net of current portion (Note 18)................... 414,871 ---------- ---------- Contingencies and commitments (Note 13) Minority interest in consolidated subsidiary....................... 0 0 ---------- ---------- Stockholders' equity: Common stock, no par value, 15,000,000 shares authorized 13,222,667 shares issued and outstanding in 1995 and 4,199,040 shares issued and outstanding in 1994 (Note 5)................. 2,899,278 1,710,089 Common stock warrant (Note 14) Deficit accumulated during the development stage................. (861,239) (158,347) Less: subscriptions receivable................................... (28,692) ---------- ---------- 2,009,347 1,551,742 ---------- ---------- $3,702,143 $2,090,305 ---------- ---------- ---------- ----------
See notes to consolidated financial statements. F-3 COMPOST AMERICA HOLDING COMPANY, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED STATEMENT OF INCOME (LOSS)
CUMULATIVE FROM YEAR DEC. 17, 1993 DEC. 17, 1993 ENDED (INCEPTION) (INCEPTION) APRIL 30, TO APRIL 30, TO APRIL 30, 1995 1994 1995 ----------- ------------- ------------- Net sales............................................ $ 80,741 $ 80,741 Other revenues....................................... $ 6,500 6,500 ----------- ------------- ----------- Total.......................................... 6,500 80,741 87,241 Cost of operations, transportation................... 5,000 5,000 ----------- ------------- ----------- Gross income......................................... 1,500 80,741 82,241 General and administrative........................... 667,687 239,088 906,775 ----------- ------------- ----------- Loss from operations................................. (666,187) (158,347) (824,534) ----------- ------------- ----------- Other non-operating expense: Interest........................................... 10,753 10,753 ----------- ------------- ----------- Loss before income tax expense....................... (676,940) (158,347) (835,287) Income tax expense (Note 19)......................... 0 0 0 ----------- ------------- ----------- (676,940) (158,347) (835,287) ----------- ------------- ----------- Minority interest in income of consolidated subsidiaries......................................... 0 0 0 ----------- ------------- ----------- (676,940) (158,347) (835,287) ----------- ------------- ----------- Loss in equity in joint venture...................... (25,952) (25,952) ----------- ------------- ----------- Net loss............................................. $ (702,892) $ (158,347) $(861,239 ----------- ------------- ----------- ----------- ------------- ----------- Earnings per common share: Primary............................................ $ (.07) $ (.03) ----------- ------------- ----------- ------------- Weighted average number of common shares outstanding: Primary............................................ 10,347,340 5,124,128 ----------- ------------- ----------- -------------
See notes to consolidated financial statements. F-4 COMPOST AMERICA HOLDING COMPANY, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(DEFICIT) ACCUMULATED COMMON STOCK DURING THE ------------------------ DEVELOPMENT SHARES AMOUNT STAGE ---------- ---------- ----------- Balance, December 17, 1993 Issuance of common stock for technology, December 28, 1993 (.0017 per sh.)(Note 5)........... 2,160,000 $ 3,600 Issuance of common stock for technology, January 1, 1994 (1.207 per sh.)(Note 5)............. 840,000 1,013,875 Issuance of common stock Jan 1, 1994--April 30, 1994 (.83 per sh.)(Note 5)... 830,400 692,000 Issuance of common stock for services, April 30, 1994 (.0017 per sh.)(Note 5).............. 368,640 614 Net Loss April 30, 1994............................... $(158,347) ---------- ---------- ----------- Balance, April 30, 1994................................. 4,199,040 1,710,089 (158,347) Issuance of common stock for settlement claim, May 27, 1994 (.0017 per sh.)(Note 5)................ 24,000 40 Redemption of common stock Sept. 29, 1994 (.83 per sh.)(Note 5)................ (60,000) (50,000) Issuance of common stock Oct. 3, 1994 (.83 per sh.)(Note 5).................. 60,000 50,000 Issuance of common stock October and November, 1994 (.879 per sh.)(Note 5)... 369,600 325,000 Issuance of common stock Nov. 1, 1994 (.417 per sh.)(Note 5)................. 120,000 50,000 Issuance of common stock for merger, December 1, 1994 (.047 per sh.)(Note 5)............. 2,631,360 122,613 Exercise of warrants Dec. 1, 1994 (.002 per sh.)(Note 5)................. 2,580,000 4,300 Issuance of common stock for acquisition, Feb. 8, 1995 (.18 per sh.)(Note 5).................. 274,500 49,094 Issuance of common stock for private placement, Feb. 11, 1995 (2.50 per sh.)(Note 5)................ 190,000 475,000 Exercise of warrants and options for legal services, Feb. 11, 1995 (.03 per sh.)(Note 5)................. 2,714,167 63,142 Issuance of common stock for Chicago restructuring agreement, Feb. 15, 1995 (.83 per sh.)(Note 5).......... 120,000 100,000 Net loss April 30, 1995............................... (702,892) ---------- ---------- ----------- Balance, April 30, 1995................................. 13,222,667 $2,899,278 $(861,239) ---------- ---------- ----------- ---------- ---------- -----------
See notes to consolidated financial statements. F-5 COMPOST AMERICA HOLDING COMPANY, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED STATEMENT OF CASH FLOWS
CUMULATIVE FROM DECEMBER 17, 1993 DECEMBER 17, 1993 YEAR ENDED (INCEPTION) TO (INCEPTION) TO APRIL 30, 1995 APRIL 30, 1994 APRIL 30, 1995 -------------- ----------------- ----------------- Operating activities: Net loss..................................... $ (702,892) $ (158,347) $ (861,239) Adjustments to reconcile net cash and equivalents provided by operating activities: Amortization................................... 4,167 4,167 Depreciation................................... 3,030 3,030 Equity in loss of joint venture................ 25,952 25,952 Changes in operating assets and liabilities: (Increase) decrease in accounts receivable..... 55,361 (55,361) Increase (decrease) in accounts payable and accrued expenses............................. 216,213 284,708 500,921 Increase in payroll taxes payable.............. 6,048 6,048 Changes in other assets and liabilities: (Increase) decrease in due to/from affiliated companies: R.C. Land Company, Inc....................... (28,600) (28,600) Compost Management, Inc...................... (212,205) 212,205 American Bio-AG Corp......................... (20,000) (20,000) Select Acquisitions, Inc..................... (17,750) 41,650 23,900 -------------- ----------------- -------------- Net cash (used in) provided by operating activities........................................ (670,676) 324,855 (345,821) -------------- ----------------- -------------- Investing activities: Purchase of restrictive covenant............... (250,000) (250,000) Purchase of construction in progress, Compost projects............................. (758,745) (1,006,327) (1,765,072) Purchase of property and equipment............. (2,920) (2,920) Purchase of organizational costs............... (2,217) (2,128) (4,345) Purchase of deposits........................... (1,525) (1,525) Purchase of options............................ (100,000) (100,000) Purchase of equity of joint venture............ (193,310) (193,310) -------------- ----------------- -------------- Net cash used in investing activities........ (1,308,717) (1,008,455) (2,317,172) -------------- ----------------- -------------- Financing activities: Increase in due to affiliated company, VRH Construction Corp........................ 640,072 640,072 Increase in notes payable...................... 50,000 50,000 Increase in long-term debt..................... 387,720 387,720 Proceeds from issuance of common stock......... 906,409 692,000 1,598,409 Payments on long-term debt..................... (3,799) (3,799) -------------- ----------------- -------------- Net cash provided by financing activities.... 1,980,402 692,000 2,672,402 -------------- ----------------- -------------- Net increase in cash.............................. 1,009 8,400 9,409 Cash, beginning of period......................... 8,400 -------------- ----------------- -------------- Cash, end of period............................... $ 9,409 $ 8,400 $ 9,409 -------------- ----------------- -------------- -------------- ----------------- -------------- Supplementary disclosure of cash flow information Interest....................................... $ 10,753 $ 0 $ 10,753 Taxes.......................................... $ 0 $ 0 $ 0 Supplemental schedule of non-cash investing and financing activities (Note 24)
See notes to consolidated financial statements. F-6 COMPOST AMERICA HOLDING COMPANY, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. NATURE OF BUSINESS: The Company is in the process of developing the business of converting and recycling organic waste into compost and other soil products, which it sells to a multitude of users. The process which the Company will employ is composting, or the controlled decomposition of organic matter into humus (a component of soil). Like a landfill or an incinerator operator, the Company will be paid "tipping fees" to accept waste from generators of these materials. In selected markets like New Jersey, where the disposal costs are high, the economic opportunity of taking in and processing large volumes of waste is significant. The Company will operate a vegetative and selected food waste compost facility in New Jersey and will continue the development of the indoor composting projects currently in progress, which will convert organic materials ordinarily disposed of in landfills or incinerators into a valuable end product which is beneficial to the environment. 2. BUSINESS ORGANIZATION: Compost America Holding Co. Inc., formerly known as Alcor Energy and Recycling Systems, Inc. (Alcor) was incorporated on August 20, 1981 in the state of New Jersey, with 1,000,000 authorized shares at no par value. On February 1, 1984 Alcor conducted an offering under Regulation A, an exemption from registration under the Securities Act of 1933. On that date, 300,000 shares of common stock were issued at $1.00 per share. On June 29, 1992, Alcor was authorized to amend its Certificate of Incorporation to increase authorized common stock shares from 1,000,000 to 7,500,000 shares. On June 29, 1992, Alcor issued 3,000,000 shares of common stock to Capital Pacific Management, Inc. for all the outstanding shares of the Gilbert Spruance Company and 750,000 shares to Peter English and his affiliates in return for all outstanding shares of the English Group, Inc. On December 10, 1992 and January 1993, Alcor disposed of three subsidiaries due to the lack of sufficient capital needed to continue the operations of each. Alcor sustained losses from both the disposition of the Gilbert Spruance Company and The English Group, Inc. On September 27, 1994, 650,000 shares issued to Peter English to acquire the English Group, Inc. were returned pursuant to the disposal of the English Group, Inc. On September 29, 1994, Alcor issued 1,500,000 shares to two individuals for cancelling $203,720 of loans due to these individuals. On October 21, 1994, Alcor amended its Certificate of Incorporation to increase its authorized common stock from 7,500,000 shares to 15,000,000 shares with 5,490,000 shares issued and outstanding. Alcor, now inactive, pursued finding a business partner either through merger or acquisition. On November 28, 1994 the majority of Alcor stockholders agreed to a one for twenty reverse split which reduced total outstanding shares to 274,500. On January 23, 1995, Alcor entered into an Acquisition Agreement and Plan of Reorganization with Compost America Company of New Jersey, Ltd., incorporated in the state of Delaware on December 17, 1993. Compost America Company of New Jersey, Ltd. had 5,000,000 shares, .01 par value of common stock authorized, of which 1,654,000 shares were issued and outstanding. Alcor F-7 COMPOST AMERICA HOLDING COMPANY, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 2. BUSINESS ORGANIZATION:--(CONTINUED) exchanged 9,924,000 shares of its common stock for all of the outstanding common stock of Compost America Company of New Jersey, Ltd. On February 8, 1995, Alcor Energy and Recycling Systems, Inc., changed its name to Compost America Holding Company, Inc. (Company). 3. NATURE OF OPERATIONS, RISKS AND UNCERTAINTIES: The waste management industry in which the Company plans to operate as a processor of municipal solid waste, sewage sludge and commercial organic waste, is highly competitive and has been traditionally dominated by several large and well recognized national and multi-national companies with substantially greater financial resources in comparison to the financial resources available to the Company. There can be no assurance that the Company will be able to obtain the required federal, state and local permits necessary to operate its composting facilities presently under development. The Company plans to contract for and to process, only municipal solid waste and sewage sludge that meets the Company specifications. It is possible that some of the wastes accepted at a company facility may contain contaminants which could cause environmental damage and result in liabilities. The Company has not entered into any contracts with users of compost from its facilities which are under development. Should the Company not be able to sell the compost, the Company may have to give the compost away and pay for its transportation costs. The Company has no significant concentration of credit with any individual counterparty or groups of counterparties. 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Principles of consolidation: The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Compost America Company of New Jersey, Ltd. and its subsidiaries, Newark Recycling and Composting Co., Inc., Gloucester Recycling and Composting Company, Inc. and Monmouth Recycling and Composting Co., Inc. Inter-company transactions and balances have been eliminated in consolidation. Principles of reorganization: The acquisition of the Company's subsidiary, Compost America Company of New Jersey, Ltd., on January 23, 1995 has been accounted for as a reverse purchase of the assets and liabilities of the Company by Compost America Company of New Jersey, Ltd. Accordingly, the consolidated financial statements represents assets, liabilities and operations of only Compost America Company of New Jersey, Ltd. prior to January 23, 1995 and the combined assets, liabilities and operations for the ensuing period. The financial statements reflect the purchase of the stock of Alcor Energy and Recycling Systems, Inc., the former name of Compost America Holding Company, Inc., by Compost America Company of New Jersey, Ltd. for stock and the assumption of liabilities of $49,094, this amount being the historical cost of the assets and liabilities acquired. All significant inter-company profits and losses from transactions have been eliminated. F-8 COMPOST AMERICA HOLDING COMPANY, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:--(CONTINUED) Property and equipment: Property and equipment are carried at cost. The Company computes depreciation substantially by the straight-line method over the estimated useful lives of the related assets. Earnings per share: Earnings per share has been computed based on the weighted average number of shares of common stock outstanding during each period. Cash and cash equivalents: The Company considers all highly liquid investments with a maturity of three months or less at the date of acquisition to be "cash equivalents". Construction in progress, Compost projects: Project development costs consist of costs incurred for the development of the Company's composting facilities. These costs included the architectural, legal, structural and consulting engineering, artist rendering, planning board approvals and other construction costs. Upon commencement of operations of a facility, the costs associated with such project will be depreciated over the estimated useful life of the facility. Inventory: Inventory will consist of compost and soil products at various stages of conversion and will be stated at the lower of cost or market (first-in; first-out). Revenue recognition: Tipping fees, the Company's principal source of revenue, will be recognized upon receipt of the organic waste at the facility sites. The revenue generated from the sale of compost and soil products will be recognized upon shipment from facility sites. In addition the Company will receive payments from an affiliate for services rendered relating to the land application of bio-solids. Investments (equity method): The Company accounts for investments in affiliated companies which constitute 20% to 50% of the equity of the investor company by the equity method. Restrictive covenant: The Company is amortizing a $250,000 restrictive covenant over an estimated life of 15 years with a former employee of Compost Management, Inc., which subsequently merged into Compost America Company of New Jersey, Ltd. Amortization expense charged to operations for 1995 was $4,167. Trademark cost: The cost of trademarks acquired are being amortized on the straight-line method over their remaining lives of 20 years. Organization cost: The Company amortizes organization cost over a period of 60 months on a straight-line method. F-9 COMPOST AMERICA HOLDING COMPANY, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:--(CONTINUED) Research and development: The Company charges to research and development project costs associated with projects which are not in the process of construction or permitted for operation. 5. COMMON STOCK: A. December 28, 1993 The Company issued 2,160,000 shares of common stock in exchange for the original issuance by Compost America Company of New Jersey, Ltd. to Compost Management, Inc. of 360,000 shares @ .001 per share for the contribution of all ownership interest and development rights in all current composting projects throughout the United States. B. January 1, 1994 The Company issued to Select Acquisitions, Inc. 840,000 shares of common stock for the original issuance by Compost America Company of New Jersey, Ltd. of 140,000 shares in exchange for technology and the reimbursement to Bedminster Bioconversion Corporation, an unrelated company, for all expenses of composting projects previously entered into including all guarantees, land purchases and development costs. Select Acquisitions, Inc. acquired such technology and right by the issuance of its own 4 1/2% cumulative convertible preferred stock in the amount of 200,000 shares at $10 per share. The parties agreed as of December 31, 1993, the settlement date, the total cash expended by Bedminster Bioconversion Corporation was $1,013,875 including charges for technology. The value of the stock issued being the actual cash expended by Bedminster Bioconversion Corporation. C. January 1, 1994--April 30, 1994 The Company issued 830,400 shares of common stock in exchange for 138,400 shares of Compost America Company of New Jersey, Ltd. originally issued for cash at $5 per share or $692,000 in a "private placement", to raise $1,000,000. D. April 30, 1994 The Company issued Select Acquisitions, Inc. 368,640 shares in exchange for $61,440 shares of Compost America Company of New Jersey, Ltd. originally issued for professional fees for structuring and assisting in the raising of $192,000 of capital contributions through a term sheet agreement and private placement. E. May 27, 1994 The Company issued 24,000 shares pursuant to an agreement by Compost America Company of New Jersey, Ltd. for 4,000 shares of common stock. According to the agreement, Compost America Company of New Jersey, Ltd. made a commitment to be a registered company by certain firm dates. If on those dates Compost America Company of New Jersey, Ltd. was not a registered company, 2,000 shares would be issued at the passing of each date, not to exceed 4,000 shares. The shares were valued at Compost America Company of New Jersey, Ltd. par value of $.001 per share. Additionally, the investor was also issued 24,000 warrants of Compost America Company of New Jersey, Ltd. at the lower of $5.50 per share or the price of the next offering. The warrants expire in five years. F-10 COMPOST AMERICA HOLDING COMPANY, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 5. COMMON STOCK:--(CONTINUED) F. September 29, 1994 The Company redeemed 60,000 shares of common stock originally exchanged with Compost America Company of New Jersey, Ltd. for 10,000 shares of common stock issued to an unrelated Limited Partnership investor. G. October 3, 1994 The Company immediately resold the redeemed stock to the principals of VRH Construction Corp. for the same $50,000 and issued 60,000 shares. H. October 11, 1994 The Company issued 369,600 shares in exchange for 61,600 shares of Compost America Company of New Jersey, Ltd. common stock issued under a private placement for $325,000. The private placement was originally offered for 200,000 shares at $5 per common share. The offering was oversold by 3,400 shares of which the individual who purchased a large block of these shares waived acceptance of the shares and his right to a refund, therefore, the Company received excess funds of $17,000. This completed the January 3, 1994 private placement. I. November 1, 1994 The Company issued 120,000 shares for $50,000. Formerly these were 20,000 shares of Compost America of New Jersey, Ltd. which were converted at 6 to 1 in the merger with Alcor. J. December 1, 1994 The Company, subsequent to the a merger agreement of Compost Management, Inc. and Compost America Company of New Jersey, Ltd., exchanged 2,631,360 shares of its common stock for 438,560 shares of Compost America Company of New Jersey, Ltd's common stock. The value of the shares being the net asset value of statement of financial position of Compost Management, Inc. at December 1, 1994 which was $122,613 (see Note 7B). As a result of the merger of Compost America Company of New Jersey, Ltd. and Compost Management, Inc. the surviving Company was Compost America Company of New Jersey, Ltd which subsequently was acquired by the Company. K. December 1, 1994 Exercise of warrants originally issued by Compost America Company of New Jersey, Ltd. previously exercised and exchanged with the Company's common stock. Compost Management, Inc. exercised 280,000 warrants or 1,680,000 shares and the principles of VRH Construction Corp. exercised 150,000 warrants or 900,000 shares all at a exercise price of $.01 per share. L. February 8, 1995 The Company purchased the issued and outstanding stock of Compost America Holding Company, Inc., formally Alcor Energy and Recycling Systems, Inc. in a reverse acquisition purchase agreement with Compost America Company of New Jersey, Ltd. Alcor, a publicly held company has 15,000,000 shares authorized and 5,490,000 shares outstanding. Prior to the merger, Alcor did a 20 for 1 reverse split which left 274,500 shares outstanding. Compost America Company of New Jersey, Ltd. assumed liabilities in the purchase of the public stock. The cost associated with the purchase amounted to assumption of a settlement agreement for a law suit between Alcor Energy and Recycling Systems, Inc., F-11 COMPOST AMERICA HOLDING COMPANY, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 5. COMMON STOCK:--(CONTINUED) a former name of Compost America Holding Company, Inc. and Reade Advanced Materials, a creditor, for $25,000 and closing costs of $24,094 for legal and other expenses, total cost being $49,094. M. February 11, 1995 The Company sold 190,000 shares unregistered restricted common stock at $2.50 per share. These shares were issued by the Company in a private transaction for a total of $475,000. N. February 11, 1995 The Board of Directors of Compost America Holding Company, Inc. authorized a non-qualified stock option plan (referred to as the performance option), to directors and officers of the Company and designated professionals employed by the Company who have tendered invaluable assistance in the efforts of the Company to become viable. The option was granted for a period of three years from the date of grant (February 11, 1995) and at an option price of $.01 per share. The Company granted 1,913,167 option for common stock, all of which were exercised on February 11, 1995 for $19,132. Of the 1,913,167 options granted and exercised 400,000 shares were for consulting services to be rendered by FRW, L.L.C., principals of the law firm of Ehmann, Van Denbergh & Trainor. O. February 11, 1995 The Board of Directors of Compost America Holding Company, Inc. approved the issuance of stock options and warrants in the Company to holders of stock options and warrants of Compost America Company of New Jersey, Ltd. in exchange for their existing options and warrants. As a result of the merger of Compost America Holding Company, Inc. and Compost America Company of New Jersey, Ltd. shareholders of Compost America Company of New Jersey, Ltd. holding options and warrants were not considered. The Board of Directors of Compost America Holding Company, Inc. corrected this omission and granted options and warrants to those shareholders. The Company issued 901,000 options at $.01 per common share with an expiration date of February 10, 1999. As of April 30, 1995, 801,000 options have been exercised for $8,010 and 100,000 options are still outstanding. Of the 801,000 options exercised from the total 901,000 options granted, 156,000 options were issued to FRW, L.L.C., the principals of the law firm Ehmann, Van Denbergh & Trainor, 120,000 were from Compost America Holding Company, Inc. for services instrumental in assisting the Company to develop. In addition, the law firm received 36,000 options of Compost America Holding Company, Inc. for offset of legal bills of $36,000. The Company also issued 784,000 warrants at various exercised prices expiring February 10, 1999. As of April 30, 1995 no warrants have been exercised. P. February 15, 1995 The Company issued 120,000 shares to three individuals, the principals of Foundation Systems, Inc., who entered into a joint venture with Compost America Company of New Jersey, Ltd. for the purpose of constructing, owning and operating an organic waste processing project to be located in South Chicago, Illinois. The individuals sold, conveyed, assigned and transferred into Compost America Company of New Jersey, Ltd., all of their right, title and interest in and to the assets which represented 50% of the venture as well as the liabilities associated with the assets. The total cash expenditures made by the individuals toward the joint venture amounted to $100,000. The Company then owned 100% of the Chicago Project. F-12 COMPOST AMERICA HOLDING COMPANY, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 6. INVESTMENT--AMERICA BIO-AG COMPANY: American BIO-AG Corporation was formed as a joint venture under the Restated Joint Venture Agreement dated February 15, 1995 between R. C. Land Company, Twin Rivers Equity Partnership and Compost America Holding Company, Inc.. American BIO-AG Corporation was incorporated in the State of Delaware, January 11, 1995 (see Note 12 (A)). The purpose of the joint venture was to develop, own and lease and operate land application sites for the beneficial use of biosolids. Management of American BIO-AG is being performed by executives from the three entities forming American BIO-AG. Initially, sites are being developed in Arizona, Texas and California. Compost America Holding Company, Inc. owns 33 1/3% of the joint venture. 7. AGREEMENTS: A) Chicago Restructuring Agreement: On July 24, 1995, effective as of February 15, 1995, pursuant to an agreement between Compost America Holding Company, Inc. and Foundations Systems, Inc. to convey, sell and transfer unto Compost America Holding Company, Inc. all of Foundation Systems, Inc. rights, title and interest in and to the assets of the Chicago Recycling and Composting Project. The interest acquired represented 50% of the Joint Venture between the two companies. The principals of Foundation Systems, Inc. as consideration for their interest were issued 120,000 shares of common stock of Compost America Holding Company, Inc. B) Agreement and Plan of Merger: On December 1, 1994 Compost Management, Inc. and Compost America Company of New Jersey, Ltd. was merged into Compost America Company of New Jersey, Ltd with Compost America Company of New Jersey, Ltd. as the surviving Corporation, which assumed and became liable for all obligations of Compost Management, Inc. At the date of merger Compost Management, Inc. had issued and outstanding 200,000 shares of common stock which were exchanged for 438,560 shares of the common stock of Compost America Company of New Jersey, Ltd. (see Note 5J). The following is a summary of the balance sheet of Compost Management, Inc. at December 1, 1994.
ASSETS Cash............................................................ $ 925 Due to Compost America Company of New Jersey, Inc............... 187,722 Investment in Compost America Company of New Jersey, Inc........ 6,400 Property and equipment, net..................................... 18,166 Deferred project costs.......................................... 184,582 Trademark costs, net............................................ 1,485 Organizational costs, net....................................... 1,276 Deposits........................................................ 510 -------- Total assets.................................................. $401,066 -------- --------
F-13 COMPOST AMERICA HOLDING COMPANY, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 7. AGREEMENTS:--(CONTINUED)
LIABILITIES AND SHAREHOLDERS' EQUITY Subscriptions payable........................................... $ 2,800 Notes payable, bank............................................. 10,783 Due to Teepak, Inc.............................................. 264,870 -------- Total liabilities............................................. 278,453 Shareholders' equity............................................ 122,613 -------- Total liabilities and shareholders' equity.................... $401,066 -------- --------
C) Compost America Company of New Jersey, Ltd. Subscription Agreement: On January 5, 1994, VRH Construction Corp. purchased 100,000 shares of the common stock of Compost America Company of New Jersey, Ltd. at $5 per share or $500,000. In addition, the principals of VRH Construction Corp. were issued 150,000 warrants for Compost America Company of New Jersey, Ltd. common stock. The purchase of the shares by the subscriber was in further consideration of the Corporation granting to VRH Construction Corp. the exclusive right to act as the Corporation's compost facility development construction manager (see construction management and investment agreement). D) Construction Management and Investment Agreement between Compost America Company of New Jersey, Ltd. and VRH Construction Corp.: On January 5, 1994 the Compost America Company of New Jersey, Ltd. entered into an agreement with VRH Construction Corp. whereby VRH Construction Corp. purchased 100,000 common shares at $5.00 per share and provided bonding and construction management services to Compost America Company of New Jersey, Ltd.'s Project Development in New Jersey for a term of 10 years. In addition, Compost Management, Inc. and Select Acquisitions, Inc., major shareholders of Compost America Company of New Jersey, Ltd., agreed that all the activities of developing, construction and operations of the compost facilities in New Jersey will be conducted by Compost America Company of New Jersey, Ltd. VRH Construction Corp. will provide construction management services in accordance with the terms set forth in the "Standard AIA Contract Document AIII". E) Joint Venture Agreement between Compost Management, Inc. and Select Acquisitions, Inc.: On January 1, 1994, amended February 1, 1994, Compost Management, Inc. and Select Acquisitions, Inc., agreed to have Compost Management, Inc. continue to develop, operate and manage the organic waste recycling facilities and blending sites in New Jersey and to enter into a management agreement related to such activities. Select Acquisitions, Inc. was to provide working capital financing and bonding for the composting facilities currently in development by Compost Management, Inc. in New Jersey. As a result of the above, Compost Management, Inc. and Select Acquisitions, Inc. formed Compost America Company of New Jersey Ltd., to be the business entity to develop and operate organic waste recycling facilities and top soil blending sites in New Jersey. Compost America Company of New Jersey, Ltd.'s initial assets consisted of the contribution by Compost Management, Inc. of all its ownership interest and development rights in the following projects: Springfield Recycling and Composting Co., LP, Monmouth Recycling and Composting Company, Jersey City Recycling and Composting Company, Gloucester Recycling and Composting Company and Cheiselhurst Recycling and Composting Company. Select Acquisitions, Inc. was to fund $1.5 million of funding. Select Acquisitions Inc. was unable provide the funding and an Amended and Restated Joint Venture Agreement was agreed to on February 1, 1994, whereby Select Acquisitions, Inc. was to raise $2,000,000 in a private offering and F-14 COMPOST AMERICA HOLDING COMPANY, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 7. AGREEMENTS:--(CONTINUED) Compost Management, Inc. would contribute ownership interests and development rights throughout the United States. In addition, Compost Management Inc. entered into a management agreement with Compost America Company of New Jersey, Ltd. for a term of 10 years with automatic extensions for 5 years. Key executives and employees of Compost America Company of New Jersey, Ltd., were granted a bonus package of 10% of Compost America Company of New Jersey Ltd. pre tax cash flow. The provisions called for in this February 1, 1994 agreement never were developed and none were ever executed. The ownership of Compost America Company of New Jersey, Ltd. was to be owned 53.34% or 640,000 shares by Select Acquisitions, Inc., 30.0% or 360,000 shares by Compost Management, Inc., 8.33% or 100,000 shares by VRH Construction Corp. and 8.33% or 100,000 shares by the public. As a result of the merger of Compost Management, Inc. into Compost America Company of New Jersey, Ltd., and Select Acquisitions, Inc.'s inability to provide the required funding, the above agreements were modified on July 24, 1995 but effective as of December 1, 1994 by an agreement of understanding. Select Acquisitions, Inc. was issued 61,440 shares for raising $192,000 in a private offering and 140,000 shares for its investment in Compost America Company of New Jersey, Ltd. Compost Management, Inc. received 360,000 shares for its investment in addition to 438,560 shares as a result of the merger and 280,000 shares on exercise of warrants. F) Term sheet for transaction with Compost Management, Inc., Compost America Company of New Jersey, Ltd. and Select Acquisitions, Inc.: Effective January 1, 1994 Compost America Company of New Jersey, Ltd. and Select Acquisitions, Inc. along with Compost Management, Inc. assumed all responsibility for the Springfield Recycling and Composting Project and Compost America Company of New Jersey, Ltd. and Select Acquisitions, Inc. assumed full responsibility for all current guarantees provided by Bedminster Bioconversion Corporation. Compost America Company of New Jersey, Ltd. and Select Acquisitions, Inc. were to pay all costs and expenses due and payable, related to the Springfield Project effective as of January 1, 1994 and shall reimburse Bedminster Bioconversion Corporation for any costs and expenses paid after January 1, 1994. Select Acquisitions, Inc. agreed to repay and guarantee the reimbursement of Bedminster Bioconversion Corporation for all prior funding to Compost Management, Inc. The balance at December 31, 1993 of reimbursed costs amounted to $1,013,875 including drawings and engineering for the Newark Project. Select issued to Bedminster Bioconversion Corporation $2,000,000 of cumulative convertible preferred stock with a 4 1/2% annual dividend. Bedminster Bioconversion Corporation ("BBC") was granted common stock purchase warrants for 100,000 common shares of Compost America Company of New Jersey, Ltd. at a price of $5 per share over a three year period (see Note 14). Compost America Company of New Jersey, Ltd. was to reimburse Bedminster Bioconversion Corporation for approved in advance costs for engineers and consultants in designing and developing any project. Bedminster Bioconversion Corporation was to receive a $250,000 developer's fee for each project plus a fee equal to (a) 10% of the Digester cost or (b) 10% of the turnkey construction costs. BBC was to receive a technology fee equal to the lesser of $3.50 per ton of material processed in any such project or 5% of gross profits. BBC was to receive an O&M contract and shall bill for such services on a cost plus 10% basis. Provisions in this term agreement pertaining to Compost Management, Inc. and Bedminster Bioconversion Corporation have been modified or eliminated by the merger of Compost America Company of New Jersey, Ltd. and Compost Management, Inc, on December 1, 1994. F-15 COMPOST AMERICA HOLDING COMPANY, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 7. AGREEMENTS:--(CONTINUED) G) Compost Marketing Agreement: As of January 1, 1994 Compost America Company of New Jersey, Ltd. entered into an agreement with Gardenlife Sales Company, a division of Compost Management, Inc. Gardenlife Sales Company entered into an exclusive agreement to market and distribute all compost produced by the Compost America Company of New Jersey, Ltd. at its facilities. The term of the agreement was for ten years. Gardenlife Sales Company was to retain the first two dollar per cubic yard of all revenue received from the sale of all compost produced at the organic recycling facilities. Compost America Company of New Jersey, Ltd. was to be paid the next one dollar per cubic yard, and thereafter all revenue over $3.00 was to be shared 40% to Select Acquisition, Inc., 40% to Compost America Company of New Jersey, Ltd. and 20% to Compost Management, Inc. As of December 1, 1994 this agreement was cancelled. H) Agreement between Compost America Company of New Jersey, Ltd. dated January 15, 1995 and Select Acquisitions, Inc. terminated all prior agreements including the "Amended and Restated Joint Venture Agreement". I) Development Agreement: On January 11, 1993 Compost Management, Inc. and Teepak, Inc. agreed to develop an organic waste composting facility in South Chicago, Illinois. Compost Management, Inc. was to develop, own and operate a site and to enter into waste handling contracts with organic waste generators. Teepak, Inc. agreed to loan funds to Compost Management, Inc. for the purpose of obtaining necessary permits for the facility. Compost Management, Inc. was to provide financing for the site, site development, equipment and startup. Teepak, Inc. agreed to enter into a long term waste flow agreement with Compost Management, Inc. for disposal at the facility. Teepak, Inc. was to have no ownership or other interest in the site or the facility and agreed to loan to Compost Management, Inc.: 1) Reasonable travel and other out-of-pocket expenses of permitting the facility (not to exceed $50,000). 2) $25,000 per month commencing with January 15, 1993 and thereafter by invoice submitted by Compost Management, Inc. on February 15, 1993 and for every month up to issuance of a permit or 8 months. If Compost Management, Inc. was unsuccessful during this period, Teepak, Inc. would extend for an additional 12 months, loans only for out-of- pocket expenses, not to exceed $50,000. The Teepak, Inc. loan was to be repaid by Compost Management, Inc. in quarterly installments commencing three months after the start-up of the facility to the extent of 50% of available cash flow. Any unpaid balance would be due and payable the earlier of the second anniversary of the start-up date or December 1, 1995. If Compost Management, Inc. failed to get permits at the end of 12 months or Compost Management, Inc. ceased efforts, the loan was to be paid in twenty-four months at the earlier of such dates. Interest shall accrue at 2% over bank prime. The balance due Teepak, Inc. at April 30, 1995 amounted to $264,871. This agreement has been modified such that the new due date for payments is September 15, 1996 with no accrued interest unless repayments are overdue (see Note 18). J) Newark Recycling and Composting Company, Inc. Agreement: The agreement dated May 1, 1994 is a modification of the original agreement in principle dated June 16, 1992. The agreement between Compost America Company of New Jersey, Ltd. and Prince Georges Contractors, Inc. d/b/a Potomac Technologies (PTI) was to form a corporation to continue F-16 COMPOST AMERICA HOLDING COMPANY, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 7. AGREEMENTS:--(CONTINUED) development activities previously undertaken, which were the development, construction and operation of a sewer sludge composting facility in Newark, New Jersey, called the Newark Recycling and Composting Company, Inc. Newark Recycling and Composting Company, Inc. was to acquire the business activities of Passaic Valley Management Group which was seeking to be short listed on the Passaic Valley Sewer Commission RFQ/RFP process for contracting to manage its sewer sludge for beneficial use through "land applications" and/or "composting". VRH Construction Corp. a shareholder in Compost America Company of New Jersey, Ltd., was to be the exclusive "construction manager" for each of the composting facilities. Newark Recycling and Composting Company, Inc. had the objective of earning a "development fee" for distribution to each of the shareholders and David J. Egarian as follows: David J. Egarian................................................ $150,000 Compost America Company of New Jersey, Ltd...................... $450,000 Potomac Technologies............................................ $300,000
Newark Recycling and Composting Company, Inc. will enter into a "Turnkey Construction Contract" with VRH Construction Corp., who will receive a "construction management fee" equal to 10% of the construction costs. The ownership of Newark Recycling and Composting Company, Inc. shall be 75.0% to Compost America Company of New Jersey, Ltd. and 25.0% to Prince Georges Contractors, Inc. d/b/a Potomac Technologies ("PTI"). K) On March 21, 1994, Passaic Valley Management Group, LP, the trade name of the joint venture between Compost America Company of New Jersey, Ltd., Potomac Technologies and R.C. Land Company, Inc. entered into a "Sewage Sludge Land Application Agreement". Passaic Valley Management Group, LP was engaged in the development of organic waste composting facilities in Essex and Hudson Counties in the State of New Jersey. R.C. Land Company, Inc. was developing and permitting land application sites on property it owns and property owned by others. The agreement called for the joint venture to deliver and arrange for the unloading and land applications of the sewage sludge for beneficial use on the Arizona land application sites. R.C. Land Company, Inc. was to receive a $5 per wet ton "use fee" plus a $6 per wet ton "land application fee" for the actual land application of the sewage sludge. In addition, R.C. Land Company, Inc. was to receive a $75,000 per year consulting fee if the joint venture entered into a contractual agreement with the Passaic Valley Sewerage Commission. This joint venture agreement was modified on February 15, 1995 in the "Restated Joint Venture Agreement". Subsequently, on January 11, 1995 American BIO-AG Corporation was incorporated, (see Note 6). As of April 30, 1995 no agreement has been reached. 8. PRIVATE PLACEMENTS AND PRIVATE OFFERINGS: On February 15, 1995, later revised on August 15, 1995, Compost America Holding Company, Inc. offered for sale, in a private offering, restricted shares of common stock to private individuals, no par value, at an offering price of $2.50 per share. As of April 30, 1995, 190,000 shares have been sold for a total of $475,000. The offering has no expiration date. On January 3, 1994 Compost America Company of New Jersey, Ltd. offered for sale, in a private placement, 200,000 shares of common stock at $5 per share. The offering was to expire February 20, 1994 but was extended to November 30, 1994 when the offering was terminated. The offering sold 138,400 shares of common stock for a total of $692,000. Select Acquisitions, Inc. received 61,440 shares of common stock as a professional service fee for raising $192,000 of the total. The total amount raised in the offering was $1,017,000 (see Note 5). F-17 COMPOST AMERICA HOLDING COMPANY, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 9. DEVELOPMENT STAGE COMPANY: The Company's operations have been centered around its organizing, evaluating and developing the business of converting organic waste into compost and other soil products and the start-up financing of its operations, including the construction of the waste management and compost facility in Newark, New Jersey and other compost facilities throughout the country. From December 17, 1993 through the period ending April 30, 1995 the Company has secured required financing through various private placement offerings and through related companies, Compost Management, Inc., Select Acquisitions, Inc. and VRH Construction Corp. The Company has acquired losses in connection with its operations during this same period of $734,970. Projects in development: Springfield Project: The Company conducted research and development to establish the procedures necessary to operate, blend and store compost produced at the Company's invessel composting facility. One of the sites used to conduct this research was the Woodhue Ltd./Bryony Ltd. outdoor windrow composting facility ("Woodhue/Bryony facility") which the Company operated. A lease/asset purchase option agreement was negotiated for this site. Until such time that an agreement was finalized, the facility was under a month-to-month lease. Additional storing and blending sites were also under negotiations. All costs incurred with the negotiations and the operations of the Springfield facility are included in the statement of operations for April 30, 1994 and 1995. On September 29, 1993 Compost Management, Inc. entered into a Waste/Disposal Recycling Agreement with Club Chef, Inc. ("Club Chef"). The term of this agreement was for five years and was renewable by Club Chef for additional one-year terms at the option of Club Chef. Pursuant to the terms and conditions of the January 5, 1994 subscription agreement and the February 1, 1994 Amended Joint Venture Agreement, Compost Management, Inc. assigned this contract to the Company. The Company was to arrange for the collection of acceptable organic wastes from Club Chef and beneficially reuse the material at an acceptable site. Club Chef was to pay a service fee based on the weight of acceptable waste delivered to the facility. The service fee was to be increased by five percent (5%) on each anniversary of the commencement of the agreement. Compost Management, Inc. entered into a Hauling Agreement with Super Kwik, Inc. ("Super Kwik") on January 5, 1995 as amended May 19, 1994. Super Kwik was responsible for providing the containers and hauling the organic waste from Club Chef to a Company facility site. Super Kwik charged a per ton transportation fee for waste delivered. The transportation fee was subject to an annual cost escalation of 3% per year. In addition, for 36 months or 18,000 tons, whichever occurs first, a capital reduction fee was also be paid to Super Kwik by the Company. Subsequently this agreement was cancelled when Compost America Company of New Jersey, Ltd. ceased operations at Woodhue. On April 14, 1994, but effective as of January 1, 1994, through the Term Sheet Agreement, the Company, Select Acquisitions, Inc. and Compost Management, Inc. assumed all responsibility for the Woodhue/Bryony facility site from Bedminster and the Springfield Recycling Company. Under this agreement the Company and Select Acquisitions, Inc. assumed full responsibility for all guarantees, land purchases and other agreements entered into. The Company and Select Acquisitions, Inc. agreed to deliver to GE Capital a letter of credit to replace the Bedminster letter of credit. F-18 COMPOST AMERICA HOLDING COMPANY, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 9. DEVELOPMENT STAGE COMPANY:--(CONTINUED) The Company and Select Acquisitions, Inc. declined to provide the letter of credit and in April 1994, the Company decided to cease its involvement in the Springfield facility. Research and development expenses for the period April 30, 1994 and 1995 was $229,429 and $6,183 respectively. Philadelphia Project: In a joint venture, Bedminster and Secor Corporation ("Secor") with Compost Management, Inc. and Hi-Tech Recycling Corporation ("Hi-Tech") as sub-contractors, submitted a proposal to the City of Philadelphia. The proposal called for the construction by Bedminster and Secor of an invessel co-composting sewer sludge and municipal solid waste facility and for the marketing and distribution of the compost and related blend products to be handled by Compost Management, Inc. and Hi-Tech. Compost Management, Inc. through the terms of the April 14, 1994 term sheet agreement, was to receive a $100,000 developer's fee from Bedminster and $1.00 per ton for each ton of municipal solid waste processed through the facility for the life of the project. In addition, Compost Management, Inc.'s division, Gardenlife received the rights to market the compost and agreed to utilize the services of Hi-Tech as a subcontractor. Due to the financial relationships among the joint venture participants, Compost Management, Inc. incurred the project costs for the year ended April 30, 1994. At the year ended April 30, 1995 the project opportunities did not fully materialize. The venture as it existed with the participants at the time was abandoned during the fiscal year beginning May 1, 1994. Currently, the Company is pursuing the development of a merchant facility in Philadelphia. Total project cost amounted to $34,076 at April 30, 1995 which has been expensed as research and development. Chicago Project: In April 1993, CACC and Foundations Systems, Inc., as general partners and Compost Management, Inc. and others, as limited partners, entered into a limited partnership agreement to form an entity called South Chicago Recycling and Composting Company, L.P. ("Chicago Partners"). The Chicago Partners initiated the development of a 500-1,000 ton per day invessel composting facility in South Chicago, Illinois. The Chicago Partners are currently negotiating and entering into contracts and agreements for waste handling, site location, marketing and other aspects of composting. The Company through Compost Management, Inc. was a 41.5% limited partner of the Chicago Facility. Funding for the Chicago Partners has been provided by loans and advances from Teepak, Inc., commencing January 11, 1993. Total advance at April 30, 1995 amounted to $264,871. On July 24, 1995, an agreement was executed whereby, effective as of February 15, 1995, the amended and restated agreement date April 6, 1993 never being filed with the Secretary of State of Pennsylvania, caused the limited partnership to be void. As a result, the individual partners agreed to exchange their interest, as did Compost Management, Inc., with Compost America Holding Company, Inc. The individual partners, exclusive of Compost Management, Inc., for an assignment of the assets were issued 120,000 shares of Compost America Holding Company, Inc. common stock at a par value of $.01 for their 58.5% of the partnership. Compost America Company of New Jersey, Ltd. became the 100% owner of the Chicago Project. On August 4, 1995, the Company incorporated the Chicago Project under the name "Chicago Recycling and Composting Company, Inc.". Chicago project costs as of April 30, 1995 amount to $396,899. F-19 COMPOST AMERICA HOLDING COMPANY, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 9. DEVELOPMENT STAGE COMPANY:--(CONTINUED) Gloucester City--National Source Separated Organic Waste Demonstration Project: The Company, with a number of sponsors/partners, is developing an 18-month pilot program to demonstrate the process of separating organic waste at its source and transforming organic materials into compost at a compost site to be operated by the Company. Sponsors/partners for the demonstration project are: 1) The National Audubon Society; 2) The Grocery Industry (including The Food Marketing Institute, Grocery Manufacturers Associates, Proctor & Gamble and The New Jersey Food Council); 3) Bedminster; 4) Higgins Management, Inc.; 5) U.S. Environmental Protection Agency; 6) America Forest & Paper Association; 7) U.S. Conference of Mayors; 8) National Association of Counties; 9) Restaurant and Foodservice Association; and 10) America Plastics Council. The location of the demonstration project is a site located in Gloucester City, New Jersey. A small-scale invessel composting facility will be installed in a portable building and will process five to eight tons per day of organic materials collected from the cities of Gloucester City and Cherry Hill and various commercial accounts. Upon the successful start up and operation of the pilot program it is anticipated that the Company will construct a 350 ton per day invessel composting facility at the same site in Gloucester City. On June 1, 1995 Gloucester Recycling and Composting Company, Inc. entered into a lease with Gloucester City for 7.98 acres ("Parcel No.1") located in Gloucester City, New Jersey. The term of the lease is for 24 months commencing on the 7th day of March, 1996 and an option to extend the term for an additional 30 years. Rent for the first 24 months shall be $100 per month plus real estate taxes. The 30 year extension is based on a benefit fee payment schedule for the lease payments and the host community benefit charges. Following commercial start-up payments shall begin in the amount of $82,745 and increase annually by 4% throughout the tax year with a computer price index increase or decrease for the remainder of the term. The total project cost at April 30, 1995 amounted to $231,305. The scheduled start for the demonstration project is estimated by the 1st quarter of 1996. Monmouth Project: In August 1993, Compost Management, Inc. and Bio-Services entered into an agreement in principle to form a joint venture named Monmouth Recycling and Composting Company, Inc. ("Monmouth Facility") to develop a 300-500 ton per day invessel composting facility in Howell Township, Monmouth County, New Jersey. Bio-Services and the Company would each own 50% of the Monmouth Facility. On January 31, 1994 the Company and Bio-Services entered into a conditional asset purchase agreement whereby the Company would purchase Bio-Services' 50% interest in the Monmouth Facility for $92,500. It is the position of management that, in accordance with generally accepted accounting principles, that the $92,500 should be expended as a deferred project cost chargeable to operations in the current period. The Company paid $17,500 on execution of the agreement and three monthly installments of $25,000 each in March, April and May 1994. In addition, $407,500, as a purchase amount, was contingent upon the Company acquiring all of permits for the Monmouth Facility, and the facility being constructed. In addition to this agreement Compost America Company of New Jersey, Ltd. agreed to issue to Bio-Services warrants for the purchase of 100,000 shares of Compost America Company of New Jersey, Ltd. common stock under the following terms (see Note 14): January 31, 1994-1995 @ $5.00 per share January 31, 1995-1996 @ $6.00 per share January 31, 1996-1997 @ $7.00 per share F-20 COMPOST AMERICA HOLDING COMPANY, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 9. DEVELOPMENT STAGE COMPANY:--(CONTINUED) Should Compost America Company of New Jersey, Ltd. issue a public offering Bio-Services will have the right to "piggy back" its 100,000 shares in the public offering. On December 1, 1994, Bio-Services released the 100,000 warrants back to the Company unexercised. The warrants were in turn released to David Egarian, 25,000 warrants, Rob Jones, 12,500 warrants, Ron Bryce, 12,500 warrants and the remaining 50,000 were cancelled and withdrawn. On May 10, 1994 the Monmouth Facility was incorporated in the State of Delaware as Monmouth Recycling and Composting Company, Inc. Should Compost America Company of New Jersey, Ltd. not proceed with the project at any time in the future, and decide not to sell the project, Bio-Services would have the right to repurchase rights for the sums of money previously extended so as to be able to continue the development of the project. Upon financing closing, all development expenses paid by Bio-Services and the Company on behalf of the Monmouth Facility would have been reimbursed and a development fee of $250,000 would have been paid to each of Bio-Services and the Company. The Agreement in Principle called for the Monmouth Facility, at financial closing, to enter into a technology agreement with ComTech Environmental, a company principally owned by the Partners of Bio-Services, whereby ComTech would receive a fee equal to $2.00 per cubic yard for all finished compost produced at the Monmouth Facility for a period of ten years. In October 1993, Bio-Services entered into a real estate contract to purchase approximately 27 acres of land on which the Monmouth Facility will be constructed at a price of $900,000. The contract contained provisions for monthly option payments of $1,000 to be made until closing in February 1995 when the balance of $900,000 would be due. Should the closing date be extended, there were provisions for additional options payments to be made until closing occurs. In January 1994, Bio-Services assigned the real estate contract to the Company. The site was ultimately disapproved by Monmouth County, and a replacement site was recommended in Freehold Township. On March 1, 1995 an Asset Purchase Replacement Agreement was made between Bio-Services, Inc., D.J. Egarian & Associates, Inc. and Compost America Company of New Jersey, Ltd.. As part of this agreement, the "Asset Purchase Agreement" between Compost America Company of New Jersey, Ltd. and Bio-Services signed on January 31, 1994 for the purchase of the "Abate Property" was canceled as a result of the site disapproval. A property identified as Block 92 Lot 37 located in the Township of Freehold, New Jersey was selected as a replacement for the "Abate Property" to allow the continued development by Compost America Company of New Jersey, Ltd. of an indoor composting facility in Monmouth County. Compost America Company of New Jersey, Ltd., as part of this agreement, signed an "Option Purchase Agreement" with Brownfield Environmental, Inc. to purchase a replacement property. In addition, the $407,500 contingent purchase amount identified in the January 31, 1994 "Asset Purchase Agreement" will be paid as follows: 1) Upon receipt of local approval from the Township of Freehold and County approval and New Jersey Department of Environmental Protection, Compost America Company of New Jersey, Ltd. will pay as follows: a) $27,416 to D.J. Egarian Associates, Inc. b) $97,584 to Bio-Services F-21 COMPOST AMERICA HOLDING COMPANY, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 9. DEVELOPMENT STAGE COMPANY:--(CONTINUED) 2) The remaining $282,500 will be paid upon receipt of all governmental, environmental and building permits. a) $61,959 to D.J. Egarian Associates, Inc. b) $220,541 to Bio-Services The terms of the original agreement were amended such that Bio-Services will receive a marketing fee of $1.50 as opposed to $2.00 per cubic yard of finished compost produced at the Freehold facility. This agreement also cancelled all previous agreements pursuant to the Monmouth Recycling and Composting Company, Inc. In addition, on March 3, 1995 mutual releases were signed by the parties involved in the original Agreement in Principle for the purchase and assignment of the "Abate Land Purchase Contract". Abate was paid for his release $2,500 plus engineering, survey and other plans provided for in William J. Mehr letter of September 29, 1994. On March 1, 1995, Compost America Company of New Jersey, Ltd. and Brownfield Environmental, Inc. entered into an "Option Purchase Agreement" to purchase 15 acres in the Township of Freehold, County of Monmouth, State of New Jersey. The purchase price is $600,000 payable in cash on or before February 14, 1996. An extension for 12 months is at the exclusive option of the Company. The Company shall pay a monthly option of $2,500 per month during the initial extension period. The Company has an exclusive right to extend for a second extension period of 18 months for a payment of $15,000 plus a monthly option payment of $3,500 per month. The Company has a third extension for 6 months based on the same terms as the second extension. As part of the Monmouth County composting site, a consulting contract with Michael J. Marchese on March 1, 1995 was instituted (see consulting agreements Note 10 (E)). The total project costs incurred as at April 30, 1995 amounted to $700,500. Newark Project: On June 16, 1992, as amended December 11, 1993, Compost Management, Inc. entered into an agreement in principle with Bedminster and Potomac Technologies, Inc. to form a joint venture named Newark Recycling and Composting Company, Inc. ("Newark Facility"), incorporated in the State of Delaware on May 10, 1994, to develop a 500-1,000 ton per day invessel composting facility in Newark, New Jersey ("Agreement in Principle"). Potomac Technologies, Inc. owned 25% and Bedminster and the Company each owned 37 1/2% of the Newark Facility, as amended December 11, 1992. Pursuant to the April 14, 1994 Term Sheet Agreement and the February 1, 1994 Amended Joint Venture Agreement, the Company acquired Bedminster's 37 1/2%. Pursuant to the Agreement in Principle, upon financial closing all development expenses paid by the partners of the Newark Facility will be reimbursed as well as a development fee of $900,000 to be paid to the partners in accordance with a predetermined schedule. In conjunction with the Agreement in Principle, the Newark Facility will pay a consulting fee of $6,250 per month to a principal of Potomac Technologies, Inc. until financial closing. In June 1993, on behalf of the Newark Facility, Compost Management, Inc., Bedminster and Potomac Technologies entered into a Site Development and Consulting Agreement with another firm which receives $1,000 per month until financial closing at which time the firm will receive a $150,000 development fee and, if operating cash flow is available, $38,889 annually in each of the nine subsequent years of commercial operations (see Note 10 (A)). F-22 COMPOST AMERICA HOLDING COMPANY, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 9. DEVELOPMENT STAGE COMPANY:--(CONTINUED) In October 1993, the Company and Potomac Technologies, Inc. d/b/a Passaic Valley Management Group, LP, in response to a Request for Qualification issued by the Passaic Valley Sewerage Commissioners, submitted a proposal for both composting in Newark, New Jersey, and land application of sewer sludge in Arizona and New Jersey. On March 21, 1994, Passaic Valley Management Group, LP and R.C. Land Company, Inc. (R.C. Land) entered into a sewer sludge land application agreement ("Sludge Agreement"). Under the Sludge Agreement, R.C. Land will receive a wet ton use and land application fee. Should Passaic Valley Management Group, LP be successful with its proposal to Passaic Valley Sewerage Commissioners for composting, R.C. Land will also receive an annual fee for consultation services for the length of the Passaic Valley Management Group, LP proposal for providing back up land applications services (see Note 7 (F)). As of May 31, 1995, Passaic Valley Management Group, LP was advised by Passaic Valley Sewerage Commission that it was unsuccessful in its bid efforts. On May 1, 1994 Newark Recycling and Composting Company, Inc. entered into a marketing agreement with Gardenlife Sales Company, a division of Compost America Holding Company, Inc. Gardenlife Sales Company has the obligation to market and distribute all compost and other related products developed by Newark Recycling and Composting Company, Inc. for a term of 25 years. Revenues received from the sale of compost is allocated between the parties according to an agreed upon formula. In the event that no revenue is being generated from the sale of compost, Newark Recycling and Composting Company, Inc. will pay a management fee to Gardenlife Sales Company to provide distribution management guaranteeing that all compost is shipped from the plant. A transportation reserve account will be established by the Company to provide transportation if required. On May 1, 1994 Compost America Company of New Jersey, Ltd. entered into an agreement with Potomac Technologies, Inc. to form Newark Recycling and Composting Company, Inc. The Newark Facility was then incorporated in the State of Delaware on May 10, 1994 as Newark Recycling and Composting Company, Inc. The parties to the letter agreement on May 1, 1994 were changed and a new agreement for the joint venture was modified in the "Newark Recycling and Composting Company, Inc. Agreement". On July 1, 1994, Newark Recycling and Composting Company, Inc. entered into a termination of sale agreement with Edward J. Haefeli. Haefeli agreed to terminate his right to purchase 11.69 acres of improved land in order to permit Newark Recycling and Composting Company, Inc. to enter into an agreement to purchase the premises from Linde Gases. At closing of the purchase of the premises, Newark Recycling and Composting Company, Inc. shall pay to Haefeli $250,000 in funds available plus a note in the amount of $594,000 payable over 10 years at prime + 1%, not to exceed 8%. On July 14, 1994, Newark Recycling and Composting Company, Inc. entered into a professional services agreement with R.W. Beck to provide a detailed "Engineering Report" on the Newark facility. Compensation in the amount of $23,000 shall be paid and increased as additional consulting is required. On July 26, 1994, Newark Recycling and Composting Company, Inc., doing business as Passaic Valley Management Group entered into a teaming agreement with Professional Services Group, Inc. At the option of Newark Recycling and Composting Company, Inc./Passaic Valley Management Group Professional Services Group, Inc. will loan up to $500,000 to Newark Recycling and Composting Company, Inc./Passaic Valley Management Group. In return, Newark Recycling and Composting Company, Inc./Passaic Valley Management Group will subordinate to Professional Services Group, F-23 COMPOST AMERICA HOLDING COMPANY, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 9. DEVELOPMENT STAGE COMPANY:--(CONTINUED) Inc. the management, operations and maintenance portion of any contract awarded from the Passaic Valley Sewerage Commissioners. On September 15, 1994, Newark Recycling and Composting Company, Inc. entered into an engineering and technology agreement with D.J. Egarian & Associates. D.J. Egarian & Associates granted a license to Newark Recycling and Composting Company, Inc. to utilize D.J. Egarian & Associates's patented technology. Newark Recycling and Composting Company, Inc. did compensate D.J. Egarian & Associates $15,000 upon execution of the agreement and a pro rata share of $167,500 based upon completion of engineering drawings. In addition, during construction D.J. Egarian & Associates shall receive $5,000 per month site consultation through completion of construction. A separate fee structure will be implemented upon commencement of commercial operations of the facility. In the event the Newark Recycling and Composting Company, Inc. should be awarded a 20 year "put or pay" sewer sludge contract from Passaic Valley Sewerage Commissioners, then D.J. Egarian & Associates will receive a one-time fee of $150,000. Based upon the number of tons awarded D.J. Egarian & Associates may be able to receive an additional $25,000 for each 50 tons. On January 30, 1995 the Central Planning Board, City of Newark, New Jersey, at a special public hearing, voted to grant a FINAL SITE APPROVAL subject to compliance with all the conditions stipulated in the Department of Engineering memorandum dated January 17, 1995. On February 16, 1995, Converse Consultants East submitted their report to D.J. Egarian disclosing their findings as to subsurface conditions and foundations. On March 14, 1995 R.W. Beck submitted an initial draft of the Technical Review of the composting facility. On March 27, 1995 Newark Recycling and Composting Company, Inc. requested financial assistance from the New Jersey Economic Development Authority for an in-vessel composting and composting facility in the amount of $73,790,000. In conjunction with that request, it is expected that the interest on these bonds, when issued, will be excludable from gross income of the holders thereof for federal income tax purposes under Sec.103 of the Code. On April 11, 1995, Newark Recycling and Composting Company, Inc. received notice from the Permit Coordination Officer III for the State of New Jersey Department of Environmental Protection. Newark Recycling and Composting ompany, Inc.'s application had been reviewed for and found to be administratively complete. The application was then forwarded to the Bureau of Pretreatment and Residuals for technical review. On April 11, 1995 the New Jersey Economic Development Authority passed a resolution whereby Authority officers and staff are authorized to take all actions necessary to proceed with the financing and to issue bonds to finance the cost of the New Jersey project. Within 10 days the resolution was deemed approved by the Governor and became effective. On April 19, 1995, Newark Recycling and Composting Company, Inc. applied for the allocation of $73,790,000 of "volume cap" by the State of New Jersey to allow the project described herein to be fully financed on a tax-exempt basis. F-24 COMPOST AMERICA HOLDING COMPANY, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 9. DEVELOPMENT STAGE COMPANY:--(CONTINUED) On June 26, 1995, Newark Recycling and Composting Company, Inc. received notice that its permit application was deemed technically complete. On November 1, 1995, Newark Recycling and Composting Company, Inc. received approval and permit from the New Jersey Pollutant Discharge Elimination System to operate sludge process and distribution facilities throughout the State of New Jersey. As of April 30, 1995 total project cost for the Newark Project amounted to $1,775,039. 10. CONSULTING CONTRACTS: A) Site development and consulting agreement: Compost Management, Inc. now Compost America Company of New Jersey, Ltd., as of December 1, 1994 the date of the merger, Bedminster Bioconversion Corporation and Potomac Technologies, Inc., entered into a letter agreement dated September 1, 1992 to form a partnership, Newark Recycling and Composting Company, Inc., to develop an organic waste composting facility in Newark, New Jersey and to utilize Gustav Heningberg Associates, Inc. to assist in various development activities for this project. The term of this agreement shall be for 10 years and may be extended or modified. The schedule of payments for consulting services are as follows:
ANNUAL AMOUNTS -------------- At closing of construction Financing......................... $150,000 Year 1....................................................... 38,888 Year 2....................................................... 38,889 Year 3....................................................... 38,889 Year 4....................................................... 38,889 Year 5....................................................... 38,889 Year 6....................................................... 38,889 Year 7....................................................... 38,889 Year 8....................................................... 38,889 Year 9....................................................... 38,889 -------------- $500,000 -------------- --------------
In years 2 through 10, the consulting fee is contingent on the availability of operating cash flow from the facility. Any payments not made due to the lack of operating cash flow shall not be made up in subsequent periods. Payments in years 1 through 9 are to be made quarterly and are contingent on facility being fully operational. Payments begin with commencement of operations. In addition to the above, Gustav Heningberg Associates, Inc. and Robert Holmes, shall receive $1,000 per month, and $1,500 per month respectively, as development expense which shall cease on financial closing. B) Agreement and release: On January 31, 1995, Compost America Company of New Jersey, Ltd and Jonathan W. Frank, a former employee of Compost Management, Inc. who was terminated as of September 29, 1994, agreed to an accommodation for Frank to not discuss the confidential information to a competing business in solid waste disposal in the United States of America. F-25 COMPOST AMERICA HOLDING COMPANY, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 10. CONSULTING CONTRACTS:--(CONTINUED) For this Frank will receive payments totaling $250,000 which will be paid as follows: $ 25,000 To be paid within 10 days of final execution of this agreement 25,000 Due March 1, 1995 50,000 Due April 1, 1995 150,000 Due March 15, 1995 or upon the closing of the a public offering of the Companies common stock which ever comes later. As of April 30, 1995 this amount was unpaid
C) Agreement in Principle: On June 16, 1992, an "Agreement in Principle" was made between Compost Management, Inc., Compost America Company of New Jersey, Ltd. (after the December 1, 1994 merger), and Potomac Technologies, Inc. for a joint venture to develop a composting facility in Newark, New Jersey. As part of this agreement, Robert Jones, President of Potomac Technologies, Inc. will be paid a monthly consulting fee of $6,250 per month to financial closing. The agreement in principle was restated in a modified agreement, Newark Recycling and Composting Company, Inc. Agreement dated May 1, 1994 (see Notes 7 (J) and 11 (B)). D) Engineering and Technology Agreement: On September 15, 1994, an "Engineering and Technology Agreement" for the Newark Recycling and Composting Company, Inc., a subsidiary of Compost America Company of New Jersey, Ltd. and D.J. Egarian & Associates, Inc., was signed, for the right to use the licensed patent and engineering services provided by D.J. Egarian & Associates, Inc. and David J. Egarian, to construct and operate an organic waste composting facility at the Newark, New Jersey site. The consulting fee for these services will be paid to either D.J. Egarian & Associates, Inc. or David J. Egarian as follows: $ 15,000 Upon execution of this agreement $167,500 Paid prorata on the percent of completion prior to the close of project financing for engineering drawings. $ 5,000 Per month after commencement of the construction of the facility through the completion of construction
Any additional services shall be billed as services are provided. At April 30, 1995, additional charges amounted to $36,525. In addition, upon the commencement of commercial operations of the facility, Egarian shall be paid the greater of an amount equal to 2% of distributable cash flow per year or $75,000 per year. If Newark Recycling and Composting Company, Inc. is awarded a 20 year "put or pay" sewer sludge contract from the Passaic Valley Sewerage Commission to compost a minimum of 200 wet tons per day, Egarian will receive a one time fee of $150,000, and for each additional 50 wet tons awarded, Egarian will receive an additional $25,000. The term of this agreement is for 15 years from commencement of commercial operations. F-26 COMPOST AMERICA HOLDING COMPANY, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 10. CONSULTING CONTRACTS:--(CONTINUED) E) Consulting Agreement between Compost America Company of New Jersey, Ltd. and Michael J. Marchese dated March 1, 1995: Michael J. Marchese will provide consulting services in obtaining local and county approvals for the Monmouth County composting site. The following terms for his consulting services are: 1) $1,000 month beginning 30 days from this agreement through the receipt of local approval from the Township of Freehold to build a compost facility on the property but no longer than 12 months. 2) $2,000 month thereafter until closing on the property. 3) $5,000 month until a total fee of $100,000 has been paid. F) R.W. Beck Professional Services Agreement: On July 14, 1994, the Company entered into a consulting engineering service agreement for R.W. Beck to provide services to Newark Recycling and Composting Co., Inc. The agreement called for a limited technical review of the proposed system to compost selected portions of the solid waste stream. The fee for this service shall be: $ 5,000 upon execution of agreement $18,000 upon completion of the technology review report
On March 14, 1995, R.W. Beck submitted the technological review report. 11. SUBSEQUENT EVENTS: A) On June 9, 1995, the Company entered into a letter agreement, as a modification of proposals dated May 3rd and 20th, 1995, for Compost America Company of New Jersey, Ltd. to acquire 100% of the outstanding stock of Bedminster Seacor Services Miami Corporation, from Bedminster Bioconversion Corporation. Bedminster Seacor Services Miami Corporation has agreed to enter into a 30 year "put or pay" solid waste service agreement in which the City of Miami Florida and Bedminster agree to design, construct and operate a facility having an annual capacity of at least 150,000 tons. The charges will be $52.50 per ton. On March 1, 1996 the Company signed a stock purchase agreement with Bedminster BioConversion Corporation. As consideration for the acquisition of 100% of stock of Bedminster Seacor Services Miami Corporation from Bedminster Bioconversion Corporation, Bedminster Bioconversion Corporation shall receive: 200,000 Shares of common stock of Miami Recycling and Composting Company, Inc. 300,000 Warrants to purchase shares of the common stock of Miami Recycling and Composting Company, Inc. at$6.00 per share for a term of 5 years.
F-27 COMPOST AMERICA HOLDING COMPANY, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 11. SUBSEQUENT EVENTS:--(CONTINUED) Bedminster will be the supplier record of all "Eweson Digesters" the bridge crane, "Feron Turning Equipment" and the floor aeration units to the composting project undertaken by the Company pursuant to a solid waste service agreement between the City of Miami, Florida and the Company. Such equipment supply agreements will be at the equipment cost plus 10%. The agreement calls for license fees and net distributable cash flow allocations. As part of the acquisition of Bedminster Seacor Services Miami Corporation, Miami Recycling and Composting Company, Inc. acquired the contract for real property in Dade County, Florida. On March 29, 1996 Miami Recycling and Composting Company, Inc. closed on the real estate contract for a purchase price of $4,095,838. B) On September 12, 1995, Compost America Holding Company, Inc., formerly Alcor Energy and Recycling Systems, Inc., settled with Reade Advanced Materials for $25,000 a law suit brought against Alcor prior to its merger with Compost America Company of New Jersey, Ltd. The settlement consisted of $7,500 at execution of agreement and 12 monthly payments of $1,458.33 commencing October 1, 1995. C) Financial commitments and permits: On August 24, 1995, the Company received a firm commitment from Legg Mason Wood Walker, Incorporated, to Newark Recycling and Composting Company, Inc., to raise an estimated $65,000,000 for the Newark Composting Project. Proposed financing for the project will be by a bond issue through the New Jersey Economic Development Authority. On November 1, 1995, Newark Recycling and Composting Company, Inc. received approval and permit from the New Jersey Pollutant Discharge Elimination System to operate sludge process and distribution facilities throughout the State of New Jersey. The New Jersey Economic Development Authority regarding the Newark Recycling and Composting Company, Inc. received a letter of intent from Paine Webber to confirm the commitment to act as underwriter in connection with the sale by the New Jersey Economic Development Authority of its solid waste disposal facility revenue bonds, series 1996 in the approximate principle amount of $70,000,000. In addition, Paine Webber also sent letters of intent for Monmouth Recycling and Composting Company, Inc. for $30,000,000 and for Gloucester Recycling and Composting Company, Inc. for $30,000,000. On December 7, 1995, Legg Mason Wood Walker, Inc. sent a letter to the New Jersey Economic Development Authority stating that they have agreed to act as underwriter in connection with their firm commitment to raise the requisite capital for the debt financing component of the composting projects proposed by Gloucester Recycling and Composting Company, Inc., Monmouth Recycling and Composting Company, Inc. and Newark Recycling and Composting Company, Inc. On December 14, 1995, pursuant to Executive Order 185 and PL 1987 c 393, the State Treasurer of New Jersey, Brian W. Clymer, allocated to the New Jersey Economic Development Authority $130 million in tax exempt volume cap allocation from the state's 1996 tax allocation. This allocation is to be reserved for the issuance of private activity bonds on behalf ofNewark Recycling and Composting Company, Inc. On January 2, 1996, the New Jersey Economic Development Authority informed the Company that the State Treasurer has allocated to the New Jersey Economic Authority $130 million in 1996 F-28 COMPOST AMERICA HOLDING COMPANY, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 11. SUBSEQUENT EVENTS:--(CONTINUED) volume cap allocation on behalf of the Company's composting projects for Newark, Gloucester and Monmouth. The allocation will expire on March 29, 1996 in the event bonds are not issued. D) Amendment to certificate of incorporation: On December 4, 1995, the directors of the Company approved an amendment to the Certificate of Incorporation to increase the authorized shares to issue 75,000,000 shares of which 50,000,000 shares shall be common stock without par and 25,000,000 shares shall be preferred stock with no par value. E) Loan Agreement with VRH Construction Corp: On December 26, 1995, Newark Recycling and Composting Company, Inc. and VRH Construction Corp. signed a loan agreement whereby VRH Construction Corp. lent $1,043,866 on a term loan basis. The Loan is due on January 15, 1996 with interest at 10%. The loan has been extended to November 15, 1996. F) Stock Purchase Agreement: On December 4, 1995, the Company entered into a stock purchase agreement to acquire 100% of all the issued and outstanding stock of America Soil, Inc. American Soil, Inc. has conducted the business of composting vegetative waste at the site in the Township of Freehold, County of Monmouth, State of New Jersey. The agreement calls for a purchase price of $750,000 payable as follows: $ 37,500 On execution of agreement 12,500 On execution of agreement 425,000 On closing 125,000 On closing into an escrow account for the payment of liabilities presently unknown - --------- $600,000 - --------- - ---------
In addition, at closing, the Company will deposit $150,000 into an escrow account for payment of accounts payable liabilities. After nine months any funds remaining will be split 75% for the Company and 25% for the seller. The Company will also take up to 4,000 cubic yards of screened non-sludge compost per year, without charge, for the years 1996 through 1999. The major assets acquired are the NJDEP and the federal, state and local permits and the lease agreement between the seller and Freehold Township, New Jersey. As of April 22, 1996 the stock purchase agreement has been terminated. 12. JOINT VENTURES: A) American BIO-AG Corporation was incorporated in the State of Delaware on January 11, 1995. The Corporation is owned 33-1/3% by each of the following entities: R.C. Land Company, Inc. Twin River Equities Compost America Holding Company, Inc. F-29 COMPOST AMERICA HOLDING COMPANY, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 12. JOINT VENTURES:--(CONTINUED) The three entities are unrelated. The purpose of the joint venture will be to develop, own or lease, operate and farm biosolids beneficial use land application sites. The joint venture registered to do business in Arizona on June 27, 1995. In addition, Professional Service Group desires to support the joint venture company in its efforts to secure, develop and permit beneficial use land application sites throughout the United States beginning first in the South West where 365 day application prevail such as Texas, Arizona, New Mexico and California. The initial land application sites to be developed by the joint venture corporation are Arizona, Texas and New Jersey. Compost America Holding Company, Inc. will arrange for a bridge loan in the amount of $750,000 which will be repaid upon long-term financing. The loan is anticipated to be funded by April 1, 1995 and repaid by June 30, 1995. As of April 30, 1995 the bridge loan was not arranged. Compost America Holding Company, Inc. will arrange for short-term funds from February 15, 1995 to April 1, 1995. Compost America Holding Company, Inc. will also receive a development fee of $125,000 on positive distributable cash flow. The joint venture corporation will sign a 15 year management contract with Mr. Bryce, President of R.C. Land Company, Inc. for $150,000 salary per year to manage the joint venture beginning February 15, 1995 plus standard benefits in addition upon generation of positive cash flow. A monthly director fee of $4,000 per month will be paid to each of the directors after revenues commence. The Board of Directors shall be Ronald R. Bryce, President, Robert Jones III, Vice President and Roger E. Tuttle, Secretary. Roger Tuttle is also an officer, director and shareholder of Compost America Holding Company, Inc. The Company accounts for its investment in the joint venture on the equity method. The condensed balance sheet and condensed income statement at April 30, 1995 is as follows:
ASSETS Total current assets............................................ $127,373 Property and equipment.......................................... 7,662 Organization cost............................................... 410 -------- Total assets.................................................. $135,445 -------- -------- LIABILITIES AND SHAREHOLDERS' EQUITY Total liabilities: Short-term loans and advances: Newark Recycling and Composting Company, Inc................ $ 20,000 -------- 20,000 Stockholders' equity............................................ 115,445 -------- Total liabilities and stockholders' equity.................... $135,445 -------- -------- Gross income.................................................... 0 -------- -------- Loss from operations............................................ $(77,865) -------- --------
As specified in regulation S-X, summarized financial information has been presented for the joint venture corporation. The joint venture does not meet the test for a significant subsidiary as required under REG. Sec. 210-01 (w) as the total assets are less then 10% of consolidatedassets. F-30 COMPOST AMERICA HOLDING COMPANY, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 12. JOINT VENTURES:--(CONTINUED) Compost America Company of New Jersey, Ltd. investment account at April 30, 1995 is as follows: Investment in joint venture..................................... $193,310 Loss for period................................................. (25,952) -------- Equity balance April 30, 1995................................... $167,358 -------- --------
Management of the Corporation is shared equally by the three joint venture partners. B) Newark Recycling and Composting Company, Inc. was incorporated in the State of Delaware on May 10, 1994 with Compost America Company of New Jersey, Ltd. 75% and Potomac Technologies 25%. The purpose of the Corporation is to continue development activities which were the development, construction and operation of a sewer sludge composting facility in Newark, New Jersey. VRH Construction Corp. is a shareholder in Compost America Holding Company, Inc. and is the exclusive construction manager for the Newark composting facility. Management of the corporation will be by consensus of the Board of Directors. The Company has consolidated the financial statements of Newark Recycling and Composting Company, Inc. with Compost America Company of New Jersey, Ltd. at April 30, 1995. The Company reflects minority interest as another liability in the balance sheet and as a reduction of net income or net loss in the income statements (see Note 7 (J)). 13. CONTINGENCIES AND COMMITMENTS: The Company conducts operations from a facility located in Doylestown, PA under a one year operating lease. The lease commenced on December 1, 1994 and expires on November 30, 1995. The facility is office use only. The annual rental is $18,300 payable monthly at $1,525 per month. The Company has made a $1,525 security deposit. The Company is responsible for any or all repairs up to $100. The Company must pay additional rent real estate taxes and all increases in fire insurance. All utilities and janitorial services are included in the rent. The Company shall have the right to review this lease for one additional year at the base rate plus the consumer price index for the previous 12 months. The Company leased office facilities under an operating lease in Doylestown, PA. The lease was assumed by Compost America Company of New Jersey, Ltd. on December 17, 1993 for 6,122 sq. ft. of office space. The lease expired on June 14, 1994 but was continued on a month to month basis until December 1, 1994. The total rental, including a percentage of maintenance, real estate taxes and insurance, amounted to $59,049 for the period May 1, 1994 to December 1, 1994. The Company leases an automobile under a operating lease. The lease is payable at $474.55 per month for 48 months. The lease commenced on May 25, 1993. The minimum annual lease cost amounts to: April 30, 1994.................................................. $5,801.60 April 30, 1995.................................................. $5,694.60 April 30, 1996.................................................. $5,694.60 April 30, 1997.................................................. $5,694.60
As part of the "Asset Purchase Replacement Agreement" dated March 1, 1995, the Company is contingently obligated to pay an additional $407,500 toward the acquisition of 50% interest in the Monmouth Recycling and Composting Company from Bio Services, Inc. The obligation to pay this F-31 COMPOST AMERICA HOLDING COMPANY, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 13. CONTINGENCIES AND COMMITMENTS:--(CONTINUED) amount is based on the "Option Purchase Agreement" with Brownfield Environmental, Inc. to purchase the Township of Freehold property and upon receipt by Compost America Company of New Jersey, Ltd. of local approval from the Township of Freehold and County approval from Monmouth County and the N.J. Department of Environmental Protection for "Inclusion of the project in the Monmouth County Solid Waste Management Plan", which will allow Compost America Company of New Jersey, Ltd. to build the indoor composting facility. Further contingencies require that any remaining governmental, environmental and building permits related to the construction of the "indoor composting facility" be obtained in addition to the closing on the property and the project. 14. COMMON STOCK PURCHASE WARRANTS AND OPTIONS: As of January 1, 1994, according to the "New and Amended Joint Venture Agreement", Compost Management, Inc., prior to its merger into Compost America Company of New Jersey, Ltd., on December 1, 1994, was issued 280,000 warrants @ $.01 per share to acquire 280,000 shares of common stock of Compost America Company of New Jersey, Ltd. In addition, in a separate agreement, principals of VRH Construction Corp. were issued 150,000 warrants of Compost America Company of New Jersey, Ltd. common stock at $.01 per share. All warrants were exchanged six for one after the merger. The warrants had a term of 5 years. As of April 30, 1995 all outstanding warrants have been exercised. On January 31, 1994, as a provision of the "Asset Purchase Agreement", regarding the Monmouth Recycling and Composting Project (Note 9). Bio-Services Inc. was issued 100,000 warrants for the purchase of 100,000 shares of Compost America Company of New Jersey, Ltd. common stock. The warrants were exercisable as follows: $5 per share...................................................... Year 1 $6 per share...................................................... Year 2 $7 per share...................................................... Year 3
Upon a secondary issue Bio-Services, Inc. will have the right to "piggy back" its 100,000 shares on the secondary issue. On December 1, 1994 Bio-Services, Inc. released the 100,000 warrants. They were redistributed as follows: David Egarian......................................... 25,000 $5/$6/$7 Rob Jones............................................. 12,500 $5/$6/$7 Ron Bryce............................................. 12,500 $5/$6/$7 Cancelled............................................. 50,000 $5/$6/$7 ------- 100,000 ------- -------
On April 29, 1994, Compost America Company of New Jersey, Ltd. issued a warrant for 100,000 shares of common stock to Bedminster Bioconversion Corporation at an exercised price of $5 per share. The warrant expires on April 29, 1997. On February 11, 1995, Compost America Holding Company, Inc., subsequent to the merger with Compost America Holding Company of New Jersey, Ltd. on February 8, 1995, issued Compost F-32 COMPOST AMERICA HOLDING COMPANY, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 14. COMMON STOCK PURCHASE WARRANTS AND OPTIONS:--(CONTINUED) America Holding Company, Inc. warrants in the amount of 784,000 warrants for its common stock to the following individuals and entities:
EXERCISE WARRANT HOLDER AMOUNT PRICE EXPIRATION - -------------------------------------------- ------- ---------- --------------------- Bedminster Bioconversion (A)................ 300,000 $ 0.83 April 18, 1997 Bio-Services, Inc. (B)...................... 300,000 1.00/1.17 January 31, 1996/1997 B. Michael Pisani........................... 67,200 .92 June 1, 1999 Robert M. Long.............................. 16,800 .92 June 1, 1999 Gary Sondermeyer............................ 100,000 .01 February 6, 1999 ------- 784,000 ------- -------
All of the 784,000 warrants were outstanding at April 30, 1995. (A) The 300,000 warrants to Bedminster Bioconversion Corporation were part of 360,460 warrants issued to Bedminster Bioconversion. The 60,460 warrants of 360,460 were part of the issued by the Board of Directors on April 30, 1995. The 360,460 warrants of Compost America Holding Company, Inc. were the result of an agreed exchange of the 100,000 warrants issued to Bedminster Bioconversion Corporation on April 29, 1994 (see Note 7F). (B) The 300,000 warrants to Bio-Services, Inc. of Compost America Holding Company, Inc. were exchanged by agreement for the 100,000 warrants of Compost America Company of New Jersey, Inc. issued on January 31, 1994 (see Note 9). As a result of the release of the warrants held by Bio-Services, Inc. the following individuals received warrants previously issued to Bio-Services, Inc. at the converted amounts.
EXERCISE WARRANT HOLDER AMOUNT PRICE EXPIRATION - ----------------------------------------------- ------- -------- --------------------- David Egarian.................................. 150,000 $ 1/1.17 January 31, 1996/1997 Robert W. Jones, III........................... 75,000 1/1.17 January 31, 1996/1997 Ronald K. Bryce................................ 75,000 1/1.17 January 31, 1996/1997 ------- 300,000 ------- -------
On February 11, 1995, in addition to the warrants listed above, the Board of Directors of Compost America Holding Company, Inc. issued options to individuals who were entitled to options of Compost America Company of New Jersey, Ltd., immediately prior to the date of the merger. There are a total of 901,000 authorized options @ $.01 per common share with an expiration date of February 10, 1997. As of April 30, 1995, 801,000 of the options have been exercised and 100,000 are still outstanding (see Note 5). On February 11, 1995 the Board of Directors of Compost America Holding Company, Inc. adopted and approved a non- qualified stock option plan to grant to participants options to purchase its common stock. The Company granted 1,913,167 common stock options at $.01 per share. At April 30, 1995 all options have been exercised. On April 30, 1995 the Board of Directors approved the issuance of Compost America Holding Company, Inc. warrants in exchange for warrants held by individuals and other entities of Compost F-33 COMPOST AMERICA HOLDING COMPANY, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 14. COMMON STOCK PURCHASE WARRANTS AND OPTIONS:--(CONTINUED) America Company of New Jersey, Ltd. As a result the Company issued 133,012 warrants at an exercise price of $3.00 with an expiration date of June 1, 1999. The warrants were issued to the following:
WARRANT HOLDER AMOUNT - ----------------------------------------------------------------- ------- Bedminster Bioconversion Corporation............................. 60,460 David Egarian.................................................... 30,230 Ronald K. Bryce.................................................. 15,115 Robert W. Jones, III............................................. 15,115 B. Michael Pisani................................................ 9,674 Robert M. Long................................................... 2,418 ------- 133,012 ------- -------
These warrants represent the reissuance of the 50,000 warrants cancelled by Bio-Services, Inc. on December 31, 1994 which were for Compost America Company of New Jersey, Ltd. All warrants are outstanding at April 30, 1995. 15. RELATED PARTY TRANSACTIONS: The Company has various transactions with related stockholders and affiliates of the Company. The shareholders of VRH Construction Corp. are also shareholders in Compost America Holding Company, Inc. as well as VRH Construction Corp. (see Note 5 and 7 (D)). VRH Construction Corp. as of April 30, 1995 has advanced $640,072 to the Company. The amounts due to VRH Construction Corp. are included in a note payable as of April 30, 1995 due January 15, 1996 with interest at 10%. The note has been extended to July 15, 1996. The Company has acquired all composting projects and technology from Bedminster Bioconversion, Inc. through Select Acquisitions, Inc., a shareholder in Compost America Company of New Jersey, Ltd. Select Acquisitions Inc. has advanced $23,900 at April 30, 1995 and $41,650 at April 30, 1994. All advances are expected to be paid in the current year. Bedminster Bioconversion, Inc., an unrelated corporation, received stock purchase warrants (see Notes 5, 7 (F) and 14) as indicated in the notes to consolidated financial statements. There are numerous agreements and intercompany transactions between Compost America Holding Company, Inc. and its subsidiary, Compost America Company of New Jersey, Ltd. and with its related subsidiaries, Newark Recycling and Composting Co., Inc., Gloucester Recycling and Composting Company, Inc., Monmouth Recycling and Composting Co., Inc., Chicago Recycling and Composting Company, Inc. and American BIO-AG Corporation. At April 30, 1995 all intercompany transactions have been eliminated except for amounts due from R.C. Land Company, Inc., a partner in the Joint Venture of American BIO-AG Corporation, and advances due from American BIO-AG Corporation other than investments. The Company has acquired technology and transacted composting agreements with Compost Management, Inc., a shareholder of the Company. Compost Management, Inc. was due $212,205 at April 30, 1994 and no balance at April 30, 1995, for advances to the Company. 16. EMPLOYMENT CONTRACTS: As stipulated in the Joint Venture Agreement, the Company has guaranteed and agreed to pay its President, Roger Tuttle, $120,000 annually for a period of ten years. The Company has similarly F-34 COMPOST AMERICA HOLDING COMPANY, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 16. EMPLOYMENT CONTRACTS:--(CONTINUED) guaranteed agreements with its Vice Presidents, Alfred Rattie and Jonathan Frank to be paid $90,000 annually. On January 31, 1995, as a closing agreement and release, Jonathan Frank was terminated (see Note 10 (B)). At April 30, 1994, accounts payable and accrued expenses included $75,000 for unpaid wages at that date and on April 30, 1995, unpaid wages accrued amounted to $163,000. Roger Tuttle, Alfred Rattie and Jonathan Frank were shareholders in Compost Management, Inc., prior to the merger of Compost Management, Inc. into Compost America Company of New Jersey, Ltd., on December 1, 1994. Subsequent to the Joint Venture Agreement, all existing employment contracts have been terminated. New employment agreements were entered into as of January 1, 1995 for all current executives but were unexecuted at April 30, 1995. 17. FINANCING PROJECTS: The Company anticipates that the invessel composting facilities will be funded through traditional debt and equity financing. The revenue value and credit worthiness of guaranteed waste flow contracts will provide the necessary debt coverage required for project financing. In addition, the Newark Project has received a firm commitment from Legg Mason Wood Walker, Inc. for a New Jersey Economic Development Authority bond issue for $65,000,000 (see Note 11C). 18. LONG TERM DEBT:
RATE 1995 MATURITY ----- -------- ---------- Merchant Bank, N.A. (A)....................................... 10.75% $ 3,492 01/20/96 Merchant Bank, N.A. (A)....................................... 10.75% 3,492 01/20/96 Teepak, Inc. (B).............................................. 10.00% 264,871 09/15/96 Jonathan W. Frank (D)......................................... None 200,000 indefinite -------- 471,855 Less current Portion.......................................... 56,984 -------- $414,871 -------- --------
A) The notes payable to Merchants Bank, N.A., Allentown, Pennsylvania is payable in monthly installments aggregating $843 including interest. The notes were originally for 60 months with automotive equipment at a cost of $44,734 pledged as collateral. B) The loan payable to Teepak, Inc. is for advances to Compost Management, Inc. prior to its merger with Compost America Company of New Jersey, Ltd. on December 1, 1995 which was subsequently assumed by Compost America Holding Company, Inc. for the purpose of obtaining necessary permits for a compost facility in Riverdale, Illinois. The loans commenced on January 11, 1993 with repayment terms as follows: 1) After permits are issued Compost America Holding Company, Inc. shall repay the loan in quarterly installments commencing three months after the start up of the facility to the extent of 50% of available cash flow from the facility. 2) If the facility does not receive the necessary permits by September 15, 1996, the entire amount of the loans will be repaid in 24 equal installments. Any overdue payments shall bear interest at a rate equal to the prime rate plus 2% with an effective rate of 10%. F-35 COMPOST AMERICA HOLDING COMPANY, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 18. LONG TERM DEBT:--(CONTINUED) C) The note payable to Bio-Services, Inc. for the purchase of its 50% interest in the Monmouth Recycling and Composting Company, Inc. (see Note 9, Monmouth Project) is unsecured and non-interest bearing. The terms for repayment of the original buy-out of $92,500 are as follows: 1) $17,500 Upon execution of agreement (January 31, 1994) 2) 25,000 Within 30 days (March 1, 1994) 3) 25,000 Within 60 days (April 4, 1994) 4) 25,000 Within 90 days (May 4, 1994) ------- $92,500 ------- -------
D) The obligation to Jonathan W. Frank originally for $250,000 is for a restrictive covenant not to disclose the confidential information acquired as an employee of the Company to a composting business in solid waste disposal in the United States of America. The obligation is unsecured and non interest bearing. Payments are as follows: $ 25,000 Upon agreement (January 31, 1995) 25,000 On March 1, 1995 50,000 On April 1, 1995 (not paid on due date but in subsequent period) 150,000 Upon closing of the public offering of the Company's common stock - --------- $250,000 - --------- - ---------
The obligation is expected to be paid in full within less than one year. As a result no imputed interest has been computed. 19. INCOME TAXES: The Company adopted FASB Statement No. 109, "Accounting for Income Taxes" as of inception, December 17, 1993. FASB Statement No. 109 is required for all fiscal years beginning after December 15, 1992. This statement requires that deferred taxes be established for all temporary differences between book and tax basis of assets and liabilities. There was no cumulative effect of adoption or current effect on continuing operations mainly because the Company has been in a development stage since inception, December 17, 1993, and has sustained net operating losses during this period. The Company has made no provision for a deferred tax asset due to the net operating loss carryforward because a valuation allowance has been provided which is equal to the deferred tax asset. It cannot be determined at this time that a deferred tax asset is more likely than not to be realized. The Company has a loss carryforward of $636,782 that may be offset against future taxable income. The carryforward losses expire at the end of the years 2009 and 2010. 20. DEPOSITS: Minalto Corporation--Business equipment........................... $ 510 Robert Fellheimer--Rent security.................................. 1,525 ------ $2,035 ------ ------
F-36 COMPOST AMERICA HOLDING COMPANY, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 21. OPTIONS: On July 1, 1994, Newark Recycling and Composting Company, Inc. and Linde Gases of Mid-Atlantic, Inc. ("Linde") entered into an Option and Purchase Agreement for 11.69 acres, situated in the City of Newark, County of Essex and State of New Jersey. In consideration of $50,000, (the option consideration), Linde grants and conveys unto Newark Recycling and Composting Company, Inc. the right and option to purchase the premises from the seller. The term of the option is from July 1, 1994 to December 31, 1994, with two additional extensions commencing January 1, 1995 to June 30, 1995 and July 1, 1995 to October 31, 1995. The additional extension required a $50,000 additional option payment for each extension period. The total option payments amounted to $150,000 and are non-refundable unless closing occurs. At October 31, 1995 the option was extended by submission of security bond for the purchase of the land with a closing date of December 15, 1995. The purchase price of the property is $3,250,000 and all option payments will be credited against the purchase price. The option balance at April 30, 1995 was $100,000. 22. NOTE PAYABLE, BANK: The note payable to United Jersey Bank is due July 1, 1995, on demand, at 10% interest. 23. EARNINGS PER SHARE:
1995 1994 PRIMARY PRIMARY ---------- --------- Number of shares: Weighted average shares outstanding................. 8,881,882 3,904,128 Incremental shares for outstanding stock warrants... 1,366,500 1,220,000 Incremental shares for outstanding stock options.... 98,958 ---------- --------- 10,347,340 5,124,128 ---------- --------- ---------- ---------
Primary earnings per share amounts are computed based on the weighted average number of shares actually outstanding. Shares that would be outstanding assuming exercise of dilutive stock options and warrants, all of which are considered to be common stock equivalents. Fully diluted earnings per share are the same as primary earnings per share for 1994 and 1995. F-37 COMPOST AMERICA HOLDING COMPANY, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 24. SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
DECEMBER 17, 1993 YEAR ENDED (INCEPTION) TO APRIL 30, 1995 APRIL 30, 1994 -------------- ----------------- Acquisition of deferred project costs for stock issued to Select Acquisitions, Inc.................................... $ 1,013,875 Acquisition of deferred project costs for stock issued to Select Acquisitions, Inc. and Compost Management, Inc....... 4,214 Issuance of capital stock for deferred project costs, 3,000,000 shares............................................ (1,018,089) Acquisitions for issuance of capital stock: Property and equipment net of depreciation.................. $ 18,166 Trademark costs............................................. 1,485 Organizational costs........................................ 1,276 Deposits.................................................... 510 Deferred project costs...................................... 184,582 Liabilities assumed: Notes payable--bank......................................... (10,783) Due to Teepak, Inc.......................................... (264,870) Other assets and liabilities eliminated in merger with Compost Management, Inc................................... 192,247 Issuance of capital stock for assets acquired less liabilities assumed in merger with Compost Management, Inc., 2,631,360 shares........................................................ (122,613) Issuance of capital stock for legal services, 36,000 shares... (36,000) Issuance of capital stock for purchase of investments in deferred Chicago Project, 120,000 shares.................... (100,000)
F-38 - -------------------------------------------------------------------------------- [ZELLER WEISS & KAHN LETTERHEAD] [LOGO] - -------------------------------------------------------------------------------- 1084 Route 22 West Melvin H. Zeller, CPA Mountainside, NJ 07092 Harold N. Binenstock, CPA TEL: 908-789-0011 Stephen E. Rosenthal, CPA FAX: 908-789-0027 Alfred J. Padovano, CPA Leonard J. Krieger Jr., CPA Philip E. Hunrath, CPA Martin Sherman, CPA Gary A. Sherman, CPA Andrew M. Fingerhut, CPA
REPORT OF INDEPENDENT AUDITORS ON STATEMENT OF OPERATING EXPENSES Board of Directors Compost America Holding Company, Inc. and subsidiaries Doylestown, Pennsylvania We have audited the consolidated financial statements of Compost America Holding Company, Inc. and subsidiaries as of April 30, 1995 and 1994 and for the periods then ended and for the period December 17, 1993 (inception) to April 30, 1995, our report thereon dated February 9, 1996. Our audit was made for the purpose of forming an opinion on those financial statements taken as a whole. In connection with our audit of these financial statements, we audited the statement of operating expenses for the periods ended April 30, 1995 and 1994. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, the statement of operating expenses for the periods ended April 30, 1995 and 1994 and for the period December 17, 1993 (inception) to April 30, 1995 present fairly, in all material respects, the information stated therein, when considered in relation to the consolidated financial statements taken as a whole. /s/ ZELLER WEISS & KAHN February 9, 1996 Mountainside, New Jersey F-39 COMPOST AMERICA HOLDING COMPANY, INC. (A DEVELOPMENT STAGE COMPANY) SCHEDULE OF OPERATING EXPENSES
CUMULATIVE FROM YEAR DECEMBER 17, 1993 DECEMBER 17, 1993 ENDED (INCEPTION) TO (INCEPTION) TO APRIL 30, 1995 APRIL 30, 1994 APRIL 30, 1995 -------------- ----------------- ----------------- Operating expenses: Salaries.................................. $ 59,749 $ 59,749 Payroll taxes............................. 7,633 7,633 Amortization.............................. 4,167 4,167 Advertising............................... 646 $ 4,659 5,305 Automobile expense........................ 33,798 33,798 Bad debt charges.......................... 7,806 7,806 Bank charges.............................. 637 637 Building rental........................... 69,754 69,754 Carting expense........................... 394 394 Computer expense.......................... 849 849 Consultants............................... 19,100 5,000 24,100 Depreciation.............................. 3,030 3,030 Dues and subscriptions.................... 15,530 15,530 Employment Services....................... 600 600 Equipment rental.......................... 5,055 5,055 Insurance................................. 50,728 50,728 Licenses and permits...................... 266 266 Miscellaneous............................. 12,170 12,170 Office expense............................ 13,429 13,429 Option expense............................ 7,500 7,500 Outside services.......................... 871 871 Postage and deliveries.................... 5,795 5,795 Professional fees......................... 30,293 30,293 Research and development.................. 230,947 229,429 460,376 Taxes, other.............................. 395 395 Telephone................................. 32,076 32,076 Travel and entertainment.................. 51,069 51,069 Utilities................................. 3,400 3,400 -------------- ----------------- ------------- $667,687 $ 239,088 $ 906,775 -------------- ----------------- ------------- -------------- ----------------- -------------
F-40 COMPOST AMERICA HOLDING COMPANY, INC. AND SUBSIDIARIES NINE MONTHS ENDED JANUARY 31, 1996 AND 1995 AND FOR THE PERIOD DECEMBER 17, 1993 (INCEPTION) TO JANUARY 31, 1996 (UNAUDITED) CONTENTS
PAGE ------------- Condensed consolidated financial statements: Balance sheet............................................................... F-42 Statement of income (loss).................................................. F-43 Statement of stockholders' equity........................................... F-44 Statement of cash flows..................................................... F-45 Statement of operating expenses............................................. F-46 Notes to condensed consolidated financial statements........................ F-47 to F-67
F-41 COMPOST AMERICA HOLDING COMPANY, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) CONDENSED CONSOLIDATED BALANCE SHEET
JANUARY 31, 1996 APRIL 30, (UNAUDITED) 1995 ----------- ---------- ASSETS Current assets: Cash............................................................... $ 57,727 $ 9,409 Prepaid expense.................................................... 3,341 Due from affiliated company, R.C. Land Company Inc................. 28,600 28,600 Due from affiliated company, American Bio-AG Corp.................. 408,000 20,000 ----------- ---------- Total current assets........................................... 497,668 58,009 ----------- ---------- Investments in joint venture (Note 12A)............................. 284,403 167,358 ----------- ---------- Plant, property and equipment (Note 17) Land............................................................... 3,285,866 Transportation equipment........................................... 160,046 44,734 Office equipment................................................... 9,710 2,920 Construction in progress, Compost projects......................... 4,353,259 3,103,743 ----------- ---------- 7,808,881 3,151,397 Less accumulated depreciation...................................... 43,927 29,598 ----------- ---------- 7,764,954 3,121,799 Other assets: Restrictive covenant (Note 10B).................................... 233,332 245,833 Trademark costs, net of amortization of $285....................... 1,422 1,488 Organization costs, net of amortization of $2,262.................. 6,397 5,621 Deposits........................................................... 2,154 2,035 Options (Note 19).................................................. 100,000 Deferred offering costs............................................ 19,064 ----------- ---------- 262,369 354,977 ----------- ---------- $ 8,809,394 $3,702,143 ----------- ---------- ----------- ---------- LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Notes payable, bank (Note 20)...................................... $ 100,000 $ 50,000 Mortgage payable, Praxair (Note 7E)................................ 2,100,000 Accounts payable and accrued expenses.............................. 619,561 500,921 Current portion of long-term debt (Note 17)........................ 151,372 56,984 Due to affiliated company, VRH Construction Corp. (Note 15)........ 3,093,938 640,072 Due to affiliated company, Select Acquisitions, Inc. (Note 15)..... 23,900 23,900 Payroll taxes payable.............................................. 5,059 6,048 ----------- ---------- Total current liabilities...................................... 6,093,830 1,277,925 ----------- ---------- Long-term debt, net of current portion (Note 17).................... 264,871 414,871 ----------- ---------- Contingencies and commitments (Note 13) Minority interest in consolidated subsidiary........................ 167,991 0 ----------- ---------- Stockholders' equity: Preferred stock, no par value, authorized 25,000,000 shares, none issued............................................................ Common stock, no par value, 50,000,000 shares authorized; issued and outstanding 13,706,467 shares at January 31, 1996 and 13,222,667 at April 30, 1995................................................ 3,807,638 2,899,278 Common stock warrants (Note 14) Deficit accumulated during the development stage................... (1,495,244) (861,239) Less: subscriptions receivable..................................... (29,692) (28,692) ----------- ---------- 2,282,702 2,009,347 ----------- ---------- $ 8,809,394 $3,702,143 ----------- ---------- ----------- ----------
See notes to consolidated financial statements. F-42 COMPOST AMERICA HOLDING COMPANY, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) CONDENSED CONSOLIDATED STATEMENT OF INCOME (LOSS) (UNAUDITED)
NINE MONTHS ENDED CUMULATIVE FROM JANUARY 31, DECEMBER 17, 1993 ------------------------- (INCEPTION) TO 1996 1995 JANUARY 31, 1996 ----------- ---------- ----------------- Net sales......................................... $ 80,741 Other revenues.................................... $ 3,288 $ 6,500 9,788 ----------- ---------- -------------- Total....................................... 3,288 6,500 90,529 Cost of operations, transportation................ 5,000 5,000 ----------- ---------- -------------- Gross income...................................... 3,288 1,500 85,529 General and administrative........................ 457,916 245,162 1,364,691 ----------- ---------- -------------- Loss from operations.............................. (454,628) (243,662) (1,279,162) ----------- ---------- -------------- Other non-operating expenses: Interest........................................ 155,110 5,741 165,863 ----------- ---------- -------------- Loss before income tax expense.................... (609,738) (249,403) (1,445,025) Income tax expense (Note 18)...................... 0 0 0 ----------- ---------- -------------- (609,738) (249,403) (1,445,025) Minority interest in loss of consolidated subsidiaries...................................... 41,835 0 41,835 ----------- ---------- -------------- (567,903) (249,403) (1,403,190) Loss in equity in joint venture................... (66,102) 0 (92,054) ----------- ---------- -------------- Net loss.......................................... $ (634,005) $ (249,403) $(1,495,244) ----------- ---------- -------------- ----------- ---------- -------------- Earnings per common share: Primary......................................... $ (.04) $ (.03) ----------- ---------- ----------- ---------- Weighted average number of common shares outstanding: Primary......................................... 14,406,505 8,460,620 ----------- ---------- ----------- ----------
See notes to consolidated financial statements. F-43 COMPOST AMERICA HOLDING COMPANY, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED)
(DEFICIT) ACCUMULATED COMMON STOCK DURING THE ------------------------ DEVELOPMENT SHARES AMOUNT STAGE ---------- ---------- ----------- Balance, April 30, 1994 (Restated)...................... 4,199,040 $1,710,089 $ (158,347) Issuance of common stock for settlement claim, May 27, 1994 (.0017 per sh.)(Note 5)................ 24,000 40 Redemption of common stock Sept. 29, 1994 (.83 per sh.)(Note 5)................ (60,000) (50,000) Issuance of common stock Oct. 3, 1994 (.83 per sh.)(Note 5).................. 60,000 50,000 Issuance of common stock October and November, 1994 (.879 per sh.)(Note 5)... 369,600 325,000 Issuance of common stock Nov. 1, 1994 (.417 per sh.)(Note 5)................. 120,000 50,000 Issuance of common stock for merger, December 1, 1994 (.047 per sh.)(Note 5)............. 2,631,360 122,613 Exercise of warrants Dec. 1, 1994 (.002 per sh.)(Note 5)................. 2,580,000 4,300 Issuance of common stock for acquisition, Feb. 8, 1995 (.18 per sh.)(Note 5).................. 274,500 49,094 Issuance of common stock for private placement, Feb. 11, 1995 (2.50 per sh.)(Note 5)................ 190,000 475,000 Exercise of warrants and options for legal services, Feb. 11, 1995 (.03 per sh.)(Note 5)................. 2,714,167 63,142 Issuance of common stock for Chicago restructuring agreement, Feb. 15, 1995 (.83 per sh.)(Note 5).......... 120,000 100,000 Net loss April 30, 1995............................... (702,892) ---------- ---------- ----------- Balance, April 30, 1995................................. 13,222,667 2,899,278 (861,239) Issuance of common stock, exercise of warrants May 1, 1995 (.01 per sh.)........................... 100,000 1,000 Issuance of common stock, May 1995 ($2.50 per sh.)............................ 20,000 50,000 Issuance of common stock, June 1995 ($2.50 per sh.)........................... 70,000 175,000 Issuance of common stock, August 1995 ($2.50 per sh.)......................... 40,000 100,000 Issuance of common stock, September 1995 ($2.50) per sh.)..................... 2,000 5,000 Issuance of common stock, October 1995 ($2.50 per sh)......................... 45,000 112,500 Issuance of common stock, exercise of warrants, Nov. 1, 1995 (.92 per share)........................ 33,000 30,360 Issuance of common stock, Nov. 1995 (2.50 per sh.)............................ 36,000 90,000 Issuance of common stock, Dec. 1995 (2.50 per sh.)............................ 85,600 214,000 Issuance of common stock, Jan. 1995 (2.50 per sh.)............................ 52,200 130,500 Net loss January 31, 1996............................. (634,005) ---------- ---------- ----------- Balance, January 31, 1996............................... 13,706,467 $3,807,638 $(1,495,244) ---------- ---------- ----------- ---------- ---------- -----------
See notes to consolidated financial statements. F-44 COMPOST AMERICA HOLDING COMPANY, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
CUMULATIVE NINE MONTHS ENDED FROM JANUARY 31, DECEMBER 17, 1993 ------------------------ (INCEPTION) TO 1996 1995 JANUARY 31, 1996 ----------- --------- ----------------- Operating activities: Net loss......................................... $ (634,005) $(249,403) $(1,495,244) Adjustments to reconcile net cash and equivalents provided by operating activities: Amortization....................................... 13,370 2,237 17,537 Depreciation....................................... 14,329 1,515 17,359 Loss in equity in joint venture.................... 66,102 92,054 Changes in operating assets and liabilities: Increase in prepaid expenses....................... (3,341) (3,341) Decrease in accounts receivable.................... 46,099 Increase (decrease) in accounts payable and accrued expenses.............................................. 118,640 (102,043) 619,561 Increase (decrease) in payroll taxes payable....... (989) 1,230 5,059 Changes in other assets and liabilities: (Increase) decrease in due to/from affiliated companies: R.C. Land Company, Inc........................... (28,600) American Bio-AG Corp. ........................... (388,000) (408,000) Select Acquisitions, Inc......................... (5,000) 23,900 Deferred offering costs.......................... (19,064) ( ) (19,064) ----------- --------- -------------- Net cash used in operating activities............ (832,958) (305,365) (1,178,779) ----------- --------- -------------- Investing activities: Purchase of restrictive covenant................... (250,000) Purchase of construction in progress, Compost project.......................................... (1,081,525) (563,876) (2,846,597) Purchase of property and equipment................. (3,407,969) (843) (3,410,889) Purchase of organizational costs................... (1,580) (5,925) Returned deposit additions......................... (119) (1,644) Return (purchase) of options....................... 100,000 (100,000) Purchase of equity of joint venture................ (183,147) (376,457) ----------- --------- -------------- Net cash used in investing activities............ (4,574,340) (664,719) (6,891,512) ----------- --------- -------------- Financing activities: Increase in due to affiliated company, VRH Construction Corp............................ 2,453,866 452,072 3,093,938 Increase in notes payable.......................... 50,000 100,000 100,000 Increase in mortgage payable....................... 2,100,000 2,100,000 Increase in long-term debt......................... 387,720 Proceeds from issuance of common stock............. 907,360 415,000 2,505,769 Payments on long-term debt......................... (55,610) (59,409) ----------- --------- -------------- Net cash provided by financing activities........ 5,455,616 967,072 8,128,018 ----------- --------- -------------- Net increase (decrease) in cash....................... 48,318 (3,012) 57,727 Cash, beginning of period............................. 9,409 8,400 0 ----------- --------- -------------- Cash, end of period................................... $ 57,727 $ 5,388 $ 57,727 ----------- --------- -------------- ----------- --------- -------------- Supplementary disclosure of cash flow information Interest........................................... $ 155,110 $ 5,741 $ 165,863 Taxes.............................................. $ 0 $ 0 $ 0 Supplemental schedule of non-cash investing and financing activities (Note 25)
See notes to consolidated financial statements. F-45 COMPOST AMERICA HOLDING COMPANY, INC. (A DEVELOPMENT STAGE COMPANY) CONDENSED CONSOLIDATED STATEMENT OF OPERATING EXPENSES (UNAUDITED)
NINE MONTHS ENDED CUMULATIVE FROM JANUARY 31, DECEMBER 17, 1993 -------------------- (INCEPTION) TO 1996 1995 JANUARY 31, 1996 -------- -------- ----------------- Operating expenses: Salaries.......................................... $ 47,336 $ 38,071 $ 107,085 Payroll taxes..................................... 9,278 3,817 16,911 Advertising....................................... 1,932 323 7,237 Amortization...................................... 13,370 2,237 17,537 Automobile expense................................ 15,238 18,965 49,036 Bad debt charges.................................. 3,903 7,806 Bank charges...................................... 882 350 1,519 Building rental................................... 13,725 35,502 83,479 Carting expense................................... 197 394 Computer expense.................................. 425 849 Consultants....................................... 7,500 10,800 31,600 Depreciation...................................... 14,329 1,515 17,359 Dues and subscriptions............................ 3,109 7,815 18,639 Employment Services............................... 300 600 Equipment rental.................................. 967 2,528 6,022 Insurance......................................... 29,719 27,433 80,447 Licenses and permits.............................. 228 133 494 Miscellaneous..................................... 1,713 6,085 13,883 Office expense.................................... 10,918 6,976 24,347 Option expense.................................... 3,750 7,500 Outside services.................................. 821 747 1,692 Postage and deliveries............................ 2,512 2,941 8,307 Printing.......................................... 17,796 17,796 Professional fees................................. 152,449 22,337 182,742 Repairs and maintenance........................... 2,533 2,533 Research and development.......................... 815 3,092 461,191 Taxes, other...................................... 16,807 198 17,202 Telephone......................................... 24,574 16,038 56,650 Training.......................................... 515 515 Travel and entertainment.......................... 68,492 26,984 119,561 Utilities......................................... 358 1,700 3,758 -------- -------- ----------------- $457,916 $245,162 $ 1,364,691 -------- -------- ----------------- -------- -------- -----------------
F-46 COMPOST AMERICA HOLDING COMPANY, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The unaudited condensed financial statements of Compost America Holding Company, Inc. and its Subsidiaries have been prepared pursuant to the rules and regulations of The Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes includedin the Company's April 30, 1995 annual report. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine month period ended January 31, 1996 are not necessarily indicative of the results that may be expected for the year ended April 30, 1996. 1. NATURE OF BUSINESS: The Company is in the process of developing the business of converting and recycling organic waste into compost and other soil products, which it sells to a multitude of users. The process which the Company will employ is composting, or the controlled decomposition of organic matter into humus (a component of soil). Like a landfill or an incinerator operator, the Company will be paid "tipping fees" to accept waste from generators of these materials. In selected markets like New Jersey, where the disposal costs are high, the economic opportunity of taking in and processing large volumes of waste is significant. The Company will operate a vegetative and selected food waste compost facility in New Jersey and will continue the development of the indoor composting projects currently in progress, which will convert organic materials ordinarily disposed of in landfills or incinerators into a valuable end product which is beneficial to the environment. 2. BUSINESS ORGANIZATION: Compost America Holding Co. Inc., formerly known as Alcor Energy and Recycling Systems, Inc. (Alcor) was incorporated on August 20, 1981 in the state of New Jersey, with 1,000,000 authorized shares at no par value. On February 1, 1984 Alcor conducted an offering under Regulation A, an exemption from registration under the Securities Act of 1933. On that date, 300,000 shares of common stock were issued at $1.00 per share. On June 29, 1992, Alcor was authorized to amend its Certificate of Incorporation to increase authorized common stock shares from 1,000,000 to 7,500,000 shares. On June 29, 1992, Alcor issued 3,000,000 shares of common stock to Capital Pacific Management, Inc. for all the outstanding shares of the Gilbert Spruance Company and 750,000 shares to Peter English and his affiliates in return for all outstanding shares of the English Group, Inc. On December 10, 1992 and January 1993, Alcor disposed of three subsidiaries due to the lack of sufficient capital needed to continue the operations of each. Alcor sustained losses from both the disposition of the Gilbert Spruance Company and The English Group, Inc. On September 27, 1994, 650,000 shares issued to Peter English to acquire the English Group, Inc. were returned pursuant to the disposal of the English Group, Inc. F-47 COMPOST AMERICA HOLDING COMPANY, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 2. BUSINESS ORGANIZATION:--(CONTINUED) On September 29, 1994, Alcor issued 1,500,000 shares to two individuals for cancelling $203,720 of loans due to these individuals. On October 21, 1994, Alcor amended its Certificate of Incorporation to increase its authorized common stock from 7,500,000 shares to 15,000,000 shares with 5,490,000 shares issued and outstanding. Alcor, now inactive, pursued finding a business partner either through merger or acquisition. On November 28, 1994 the majority of Alcor stockholders agreed to a one for twenty reverse split which reduced total outstanding shares to 274,500. On January 23, 1995, Alcor entered into an Acquisition Agreement and Plan of Reorganization with Compost America Company of New Jersey, Ltd., incorporated in the state of Delaware on December 17, 1993. Compost America Company of New Jersey, Ltd. had 5,000,000 shares, .01 par value of common stock authorized, of which 1,654,000 shares were issued and outstanding. Alcor exchanged 9,924,000 shares of its common stock for all of the outstanding common stock of Compost America Company of New Jersey, Ltd. On February 8, 1995, Alcor Energy and Recycling Systems, Inc., changed its name to Compost America Holding Company, Inc. (Company). 3. NATURE OF OPERATIONS, RISKS AND UNCERTAINTIES: The waste management industry in which the Company plans to operate as a processor of municipal solid waste, sewage sludge and commercial organic waste, is highly competitive and has been traditionally dominated by several large and well recognized national and multi-national companies with substantially greater financial resources in comparison to the financial resources available to the Company. There can be no assurance that the Company will be able to obtain the required federal, state and local permits necessary to operate its composting facilities presently under development. The Company plans to contract for and to process, only municipal solid waste and sewage sludge that meets the Company specifications. It is possible that some of the wastes accepted at a company facility may contain contaminants which could cause environmental damage and result in liabilities. The Company has not entered into any contracts with users of compost from its facilities which are under development. Should the Company not be able to sell the compost, the Company may have to give the compost away and pay for its transportation costs. The Company has no significant concentration of credit with any individual counterparty or groups of counterparties. 4. PRINCIPLES OF CONSOLIDATION: The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Compost America Company of New Jersey, Ltd. and its subsidiaries, Newark Recycling and Composting Co., Inc., Gloucester Recycling and Composting Company, Inc., Monmouth Recycling and Composting Co., Inc., Chicago Recycling and Composting Company, Inc., Miami F-48 COMPOST AMERICA HOLDING COMPANY, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 4. PRINCIPLES OF CONSOLIDATION:--(CONTINUED) Recycling and Composting Company, Inc. and Compost America Technologies, Inc. Inter-company transactions and balances have been eliminated in consolidation. 5. PRINCIPLES OF REORGANIZATION: The acquisition of the Company's subsidiary, Compost America Company of New Jersey, Ltd., on January 23, 1995 has been accounted for as a reverse acquisition of the assets and liabilities of the Company by Compost America Company of New Jersey, Ltd. Accordingly, the consolidated financial statements represents assets, liabilities and operations of only Compost America Company of New Jersey, Ltd. prior to January 23, 1995 and the combined assets, liabilities and operations for the ensuing period. The financial statements reflect the purchase of the stock of Alcor Energy and Recycling Systems, Inc., the former name of Compost America Holding Company, Inc., by Compost America Company of New Jersey, Ltd. for stock and the assumption of liabilities of $49,094. This amount being the historical cost of the liabilities acquired. All significant inter-company profits and losses from transactions have been eliminated. 6. INVESTMENT--AMERICA BIO-AG COMPANY: American BIO-AG Corporation was formed as a joint venture under the Restated Joint Venture Agreement dated February 15, 1995 between R. C. Land Company, Twin Rivers Equity Partnership and Compost America Holding Company, Inc. American BIO-AG Corporation was incorporated in the State of Delaware, January 11, 1995 (see Note 12 (A)). The purpose of the joint venture is to develop, own and lease and operate land application sites for the beneficial use of biosolids. Management of American BIO-AG is being performed by executives from the three entities forming American BIO-AG. Initially, sites are being developed in Arizona, Texas and California. Compost America Holding Company, Inc. owns 33 1/3% of the joint venture. 7. AGREEMENTS: A) Chicago Restructuring Agreement: On July 24, 1995, effective as of February 15, 1995, pursuant to an agreement between Compost America Holding Company, Inc. and Foundations Systems, Inc. to convey, sell and transfer unto Compost America Holding Company, Inc. all of Foundation Systems, Inc. rights, title and interest in and to the assets of the Chicago Recycling and Composting Project. The interest acquired represented 50% of the Joint Venture between the two companies. The principals of Foundation Systems, Inc. were issued 120,000 shares of common stock of Compost America Holding Company, Inc. as consideration for their interest. B) Letter Agreement with Bedminster BioConversion Corporation: On June 9, 1995, the Company entered into a letter agreement, as a modification of proposals dated May 3rd and 20th, 1995, for Compost America Company of New Jersey, Ltd. to acquire 100% of the outstanding stock of Bedminster Seacor Services Miami Corporation, from Bedminster Bioconversion Corporation. Bedminster Seacor Services Miami Corporation has agreed to enter into a 30 year "put or pay" solid waste service agreement in which the City of Miami Florida and Bedminster agree to F-49 COMPOST AMERICA HOLDING COMPANY, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 7. AGREEMENTS:--(CONTINUED) design, construct and operate a facility having an annual capacity of at least 150,000 tons. The charges will be $52.50 per ton. As consideration for the acquisition of 100% of stock of Bedminster Seacor Services Miami Corporation from Bedminster Bioconversion Corporation, Bedminster Bioconversion Corporation shall receive: 200,000.. Shares of common stock of Miami Recycling and Composting Company, Inc. 300,000.. Warrants to purchase shares of the common stock of Miami Recycling and Composting Company, Inc. at $6.00 per share for a term of 5 years.
Bedminster will be the supplier record of all "Eweson Digesters" the bridge crane, "Feron Turning Equipment" and the floor aeration units to the composting project undertaken by the Company pursuant to a solid waste service agreement between the City of Miami, Florida and the Company. Such equipment supply agreements will be at the equipment cost plus 10%. The agreement calls for license fees and net distributable cash flow allocations. As part of the acquisition of Bedminster Seacor Services Miami Corporation, Miami Recycling and Composting Company, Inc. acquired the contract for real property in Dade County, Florida. On March 29, 1996 Miami Recycling and Composting Company, Inc. closed on the real estate contract for a purchase price of $4,095,838. C) Settlement of Alcor Energy and Recycling Systems, Inc. law suit: On September 12, 1995, Compost America Holding Company, Inc., formerly Alcor Energy and Recycling Systems, Inc., settled with Materials for $25,000 a law suit brought against Alcor prior to its merger with Compost America Company of New Jersey, Ltd. The settlement consisted of $7,500 at execution of agreement and 12 monthly payments of $1,458.33 commencing October 1, 1995. The Company is to make payments as follows: November 14, 1995.............................................. $ 7,500.00 November 14, 1995.............................................. 2,916.66 December 1995 to September 1996................................ 14,583.34 ---------- $25,000.00 ---------- ----------
D) Teaming Agreement between Compost America Technologies, Inc. and Compost Industries, LLC.: On August 15, 1995, Compost America Technologies, Inc., a wholly owned subsidiary of Compost America Holding Company, Inc. and Compost Industries, LLC, signed a Teaming Agreement for Compost Industries, LLC to supply proprietary composting technology and equipment, proprietary shop and field fabrication techniques and installation know-how relating to solid waste separating, processing, recycling and composting. Compost Industries is to provide and demonstrate its "Earthcycle Composting System" shop and field fabrication techniques and equipment engineering and assistance for the Gloucester Demonstration Project and if successful for the Gloucester Recycling and Composting Project and also if requested for other full scale projects. Compost Industries will provide a F-50 COMPOST AMERICA HOLDING COMPANY, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 7. AGREEMENTS:--(CONTINUED) demonstration Earthcycle Composting System, at its expense, at a cost not to exceed $600,000. At financial closing of the Gloucester full-scale project Compost Industries will receive payments for all equipment supplies plus a 15% engineering and equipment fee on the total project costs not to exceed $12,200,000. In addition, Compost Industries shall receive at "financial closing" 150% of its documented costs up to $600,000 and 33 1/3% of net distributable cash flow from the full-scale project upon commercial acceptance and 3.5% of the "total tip fee revenue" for the life of the Gloucester City Project. E) Option and Purchase Agreement: On July 1, 1994, Newark Recycling and Composting Company, Inc. and Linde Gases of the Mid-Atlantic, Inc. entered into an agreement for an option to purchase approximately 11.69 acres of real property together with the buildings and improvements in the City of Newark, Essex County, New Jersey. The option called for a $50,000 option payment on date of agreement for a term from July 1, 1994 to December 31, 1994 with a provision to extend the option term for up to two additional periods commencing January 1, 1995 and expiring June 31, 1995 and July 1, 1995 and expiring October 31, 1995. At each extension date an additional $50,000 option payment was required for a total at October 31, 1995 of $150,000. The purchaser can exercise their option at any time during the option period and extensions to purchase the property for a purchase price of $3,250,000. All option payments are to be credited against the purchase price. In the event the option is not exercised, all option payments will be forfeited. On October 20, 1995, an Amendment to Option and Purchase Agreement was signed whereby "Praxair" was substituted for the seller, Linde Gases of the Mid-Atlantic, Inc. and Newark Recycling and Composting Company, Inc. exercised the option and posted as security for the closing a security bond. The purchase price was amended to $3,285,866 less the $150,000 in option payments. At closing a deposit of $1,035,866 was to be paid together with a promissory note and purchase money mortgage of $2,100,000 at 8% per annum, payable monthly, with a maturity on August 31, 1996. The property was closed on December 15, 1995. To accommodate the down payment VRH Construction Corp. loaned Newark Recycling and Composting Company, Inc. $1,043,866 on a term loan basis on demand. The loan was due on January 15, 1996 with interest at 10% per annum. The loan has been extended to July 15, 1996. Compost America Holding Company, Inc. has pledged as collateral to VRH Construction Corp. all its right, title and interest in and to all shares of Newark Recycling and Composting Company, Inc.'s capital stock that Compost America Holding Company, Inc. owns. 8. PRIVATE OFFERINGS: On February 15, 1995, later revised on August 15, 1995, Compost America Holding Company, Inc. offered for sale, in a private offering, restricted shares of common stock to private individuals, no par value, at an offering price of $2.50 per share. As of April 30, 1995, 190,000 shares have been sold for a total of $475,000. The offering has no expiration date. As of January 31, 1996, the Company has sold 540,800 shares for a total of $1,352,000. F-51 COMPOST AMERICA HOLDING COMPANY, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 9. DEVELOPMENT STAGE COMPANY: The Company's operations have been centered around its organizing, evaluating and developing the business of converting organic waste into compost and other soil products and the start-up financing of its operations, including the construction of the waste management and compost facility in Newark, New Jersey and other compost facilities throughout the country. From December 17, 1993 through the period ending January 31, 1996 the Company has secured required financing through various private placement offerings and through related companies, Compost Management, Inc., Select Acquisitions, Inc. and VRH Construction Corp. The Company has cumulative losses in connection with its operations during this same period of $1,371,630. Projects in development: Chicago Project: In April 1993, CACC and Foundations Systems, Inc., as general partners and Compost Management, Inc. and others, as limited partners, entered into a limited partnership agreement to form an entity called South Chicago Recycling and Composting Company, L.P. ("Chicago Partners"). The Chicago Partners initiated the development of a 500-1,000 ton per day invessel composting facility in South Chicago, Illinois. The Chicago Partners are currently negotiating and entering into contracts and agreements for waste handling, site location, marketing and other aspects of composting. The Company through Compost Management, Inc. was a 41.5% limited partner of the Chicago Facility. Funding for the Chicago Partners has been provided by loans and advances from Teepak, Inc., commencing January 11, 1993. Total advance at April 30, 1995 and January 31, 1996 amounted to $264,871. On July 24, 1995, an agreement was executed whereby, effective as of February 15, 1995, the amended and restated agreement date April 6, 1993 never being filed with the Secretary of State of Pennsylvania, caused the limited partnership to be void. As a result, the individual partners agreed to exchange their interest, as did Compost Management, Inc., with Compost America Holding Company, Inc. The individual partners, exclusive of Compost Management, Inc., for an assignment of the assets were issued 120,000 shares of Compost America Holding Company, Inc. common stock at a par value of $.01 for their 58.5% of the partnership. Compost America Company of New Jersey, Ltd. became the 100% owner of the Chicago Project. On August 4, 1995, the Company incorporated the Chicago Project under the name "Chicago Recycling and Composting Company, Inc.". Chicago project costs at January 31, 1996 amount to $413,902. Gloucester City--National Source Separated Organic Waste Demonstration Project: The Company, with a number of sponsors/partners, is developing an 18-month pilot program to demonstrate the process of separating organic waste at its source and transforming organic materials into compost at a compost site to be operated by the Company. Sponsors/partners for the demonstration project are: 1) The National Audubon Society; 2) The Grocery Industry (including The Food Marketing Institute, Grocery Manufacturers Associates, Proctor & Gamble and The New Jersey Food Council); 3) Bedminster; 4) Higgins Management, Inc.; 5) U.S. Environmental Protection Agency; 6) America Forest & Paper Association; 7) U.S. Conference of Mayors; 8) National Association of Counties; 9) Restaurant and Foodservice Association; and 10) America Plastics Council. The location of the demonstration project is a site located in Gloucester City, New Jersey. A small-scale invessel composting facility will be installed in a portable building and will process five to eight tons per day of organic materials collected from the cities of Gloucester City and Cherry Hill and various commercial accounts. Upon the successful start up and operation of the pilot program it is F-52 COMPOST AMERICA HOLDING COMPANY, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 9. DEVELOPMENT STAGE COMPANY:--(CONTINUED) anticipated that the Company will construct a 350 ton per day invessel composting facility at the same site in Gloucester City. On June 1, 1996 Gloucester Recycling and Composting Company, Inc. entered into a lease with Gloucester City for 7.98 acres ("Parcel No.1") located in Gloucester City, New Jersey. The term of the lease is for 24 months commencing on the 7th day of March, 1996 and an option to extend the term for an additional 30 years. Rent for the first 24 months shall be $100 per month plus real estate taxes. The 30 year extension is based on a benefit fee payment schedule for the lease payments and the host community benefit charges. Following commercial start-up payments shall begin in the amount of $82,745 and increase annually by 4% throughout the tax year with a computer price index increase or decrease for the remainder of the term. The total project cost at April 30, 1995 amounted to $231,305 and at January 31, 1996 amounted to $262,083. The scheduled start for the demonstration project is estimated by the 1st quarter of 1996. Monmouth Project: On March 1, 1995 an Asset Purchase Replacement Agreement was made between Bio-Services, Inc., D.J. Egarian & Associates, Inc. and Compost America Company of New Jersey, Ltd.. As part of this agreement, the "Asset Purchase Agreement" between Compost America Company of New Jersey, Ltd. and Bio-Services signed on January 31, 1994 for the purchase of the "Abate Property" was canceled as a result of the site disapproval. A property identified as Block 92 Lot 37 located in the Township of Freehold, New Jersey was selected as a replacement for the "Abate Property" to allow the continued development by Compost America Company of New Jersey, Ltd. of an indoor composting facility in Monmouth County. Compost America Company of New Jersey, Ltd., as part of this agreement, signed an "Option Purchase Agreement" with Brownfield Environmental, Inc. to purchase a replacement property. In addition, the $407,500 contingent purchase amount identified in the January 31, 1994 "Asset Purchase Agreement" will be paid as follows: 1) Upon receipt of local approval from the Township of Freehold and County approval and New Jersey Department of Environmental Protection, Compost America Company of New Jersey, Ltd. will pay as follows: a) $27,416 to D.J. Egarian Associates, Inc. b) $97,584 to Bio-Services 2) The remaining $282,500 will be paid upon receipt of all governmental, environmental and building permits. a) $61,959 to D.J. Egarian Associates, Inc. b) $220,541 to Bio-Services The terms of the original agreement were amended such that Bio-Services will receive a marketing fee of $1.50 as opposed to $2.00 per cubic yard of finished compost produced at the Freehold facility. This agreement also cancelled all previous agreements pursuant to the Monmouth Recycling and Composting Company, Inc. In addition, on March 3, 1995 mutual releases were signed by the parties involved in the original Agreement in Principle for the purchase and assignment of the "Abate Land F-53 COMPOST AMERICA HOLDING COMPANY, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 9. DEVELOPMENT STAGE COMPANY:--(CONTINUED) Purchase Contract". Abate was paid for his release $2,500 plus engineering, survey and other plans provided for in William J. Mehr letter of September 29, 1994. On March 1, 1995, Compost America Company of New Jersey, Ltd. and Brownfield Environmental, Inc. entered into an "Option Purchase Agreement" to purchase 15 acres in the Township of Freehold, County of Monmouth, State of New Jersey. The purchase price is $600,000 payable in cash on or before February 14, 1996. An extension for 12 months is at the exclusive option of the Company. The Company shall pay a monthly option of $2,500 per month during the initial extension period. The Company has an exclusive right to extend for a second extension period of 18 months for a payment of $15,000 plus a monthly option payment of $3,500 per month. The Company has a third extension for 6 months based on the same terms as the second extension. As part of the Monmouth County composting site, a consulting contract with Michael J. Marchese on March 1, 1995 was instituted (see consulting agreements Note 10 (E)). The total project costs incurred as at January 31, 1996 amounted to $781,500. Newark Project: On May 1, 1994 Compost America Company of New Jersey, Ltd. entered into an agreement with Potomac Technologies, Inc. to form Newark Recycling and Composting Company, Inc. The Newark Facility was then incorporated in the State of Delaware on May 10, 1994 as Newark Recycling and Composting Company, Inc. The parties to the letter agreement on May 1, 1994 were changed and a new agreement for the joint venture was modified in the "Newark Recycling and Composting Company, Inc. Agreement". On July 1, 1994, Newark Recycling and Composting Company, Inc. entered into a termination of sale agreement with Edward J. Haefeli. Haefeli agreed to terminate his right to purchase 11.69 acres of improved land in order to permit Newark Recycling and Composting Company, Inc. to enter into an agreement to purchase the premises from Linde Gases. At closing of the purchase of the premises, Newark Recycling and Composting Company, Inc. shall pay to Haefeli $250,000 in funds available plus a note in the amount of $594,000 payable over 10 years at prime + 1%, not to exceed 8%. On July 14, 1994, Newark Recycling and Composting Company, Inc. entered into a professional services agreement with R.W. Beck to provide a detailed "Engineering Report" on the Newark facility. Compensation in the amount of $23,000 shall be paid and increased as additional consulting is required. On July 26, 1994, Newark Recycling and Composting Company, Inc., doing business as Passaic Valley Management Group entered into a teaming agreement with Professional Services Group, Inc. At the option of Newark Recycling and Composting Company, Inc./Passaic Valley Management Group Professional Services Group, Inc. will loan up to $500,000 to Newark Recycling and Composting Company, Inc./Passaic Valley Management Group. In return, Newark Recycling and Composting Company, Inc./Passaic Valley Management Group will subordinate to Professional Services Group, Inc. the management, operations and maintenance portion of any contract awarded from the Passaic Valley Sewerage Commissioners. On September 15, 1994, Newark Recycling and Composting Company, Inc. entered into an engineering and technology agreement with D.J. Egarian & Associates. D.J. Egarian & Associates granted a license to Newark Recycling and Composting Company, Inc. to utilize D.J. Egarian & Associates's patented technology. Newark Recycling and Composting Company, Inc. did compensate D.J. Egarian & Associates $15,000 upon execution of the agreement and a pro rata share of $167,500 F-54 COMPOST AMERICA HOLDING COMPANY, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 9. DEVELOPMENT STAGE COMPANY:--(CONTINUED) based upon completion of engineering drawings. In addition, during construction D.J. Egarian & Associates shall receive $5,000 per month site consultation through completion of construction. A separate fee structure will be implemented upon commencement of commercial operations of the facility. In the event the Newark Recycling and Composting Company, Inc. should be awarded a 20 year "put or pay" sewer sludge contract from Passaic Valley Sewerage Commissioners, then D.J. Egarian & Associates will receive a one-time fee of $150,000. Based upon the number of tons awarded D.J. Egarian & Associates may be able to receive an additional $25,000 for each 50 tons. On January 30, 1995 the Central Planning Board, City of Newark, New Jersey, at a special public hearing, voted to grant a FINAL SITE APPROVAL subject to compliance with all the conditions stipulated in the Department of Engineering memorandum dated January 17, 1995. On February 16, 1995, Converse Consultants East submitted their report to D.J. Egarian disclosing their findings as to subsurface conditions and foundations. On March 14, 1995 R.W. Beck submitted an initial draft of the Technical Review of the composting facility. On March 27, 1995 Newark Recycling and Composting Company, Inc. requested financial assistance from the New Jersey Economic Development Authority for an in-vessel composting and composting facility in the amount of $73,790,000. In conjunction with that request, it is expected that the interest on these bonds, when issued, will be excludable from gross income of the holders thereof for federal income tax purposes under Sec.103 of the Code. On April 11, 1995, Newark Recycling and Composting Company, Inc. received notice from the Permit Coordination Officer III for the State of New Jersey Department of Environmental Protection. Newark Recycling and Composting Company, Inc.'s application had been reviewed for and found to be administratively complete. The application was then forwarded to the Bureau of Pretreatment and Residuals for technical review. On April 11, 1995 the New Jersey Economic Development Authority passed a resolution whereby Authority officers and staff are authorized to take all actions necessary to proceed with the financing and to issue bonds to finance the cost of the New Jersey project. Within 10 days the resolution was deemed approved by the Governor and became effective. On April 19, 1995, Newark Recycling and Composting Company, Inc. applied for the allocation of $73,790,000 of "volume cap" by the State of New Jersey to allow the project described herein to be fully financed on a tax-exempt basis. On June 26, 1995, Newark Recycling and Composting Company, Inc. received notice that its permit application was deemed technically complete. On November 1, 1995, Newark Recycling and Composting Company, Inc. received approval and permit from the New Jersey Pollutant Discharge Elimination System to operate sludge process and distribution facilities throughout the State of New Jersey. On December 14, 1995, pursuant to Executive Order 185 and PL 1987 c 393 the State Treasurer of New Jersey, Brian W. Clymer, allocated to the New Jersey Economic Development Authority, $130 F-55 COMPOST AMERICA HOLDING COMPANY, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 9. DEVELOPMENT STAGE COMPANY:--(CONTINUED) million in tax-exempt volume cap allocation from the state's 1996 tax allocation. This allocation is to be reserved for the issuance of private activity bonds on behalf of Newark Recycling and Composting Company. On January 2, 1996 the New Jersey Economic Development Authority informed the Company the State Treasurer has allocated to the New Jersey Economic Development Authority $130 million in 1996 volume cap allocation on behalf of the Company's composting projects for Newark, Gloucester and Monmouth. The allocation will expire on March 29, 1996 in the event bonds are not issued. As of January 31, 1996 total project cost for the Newark Project amounted to $2,720,775. 10. CONSULTING CONTRACTS: A) Site development and consulting agreement: Compost Management, Inc. now Compost America Company of New Jersey, Ltd., as of December 1, 1994 the date of the merger, Bedminster Bioconversion Corporation and Potomac Technologies, Inc., entered into a letter agreement dated September 1, 1992 to form a partnership, Newark Recycling and Composting Company, Inc., to develop an organic waste composting facility in Newark, New Jersey and to utilize Gustav Heningberg Associates, Inc. to assist in various development activities for this project. The term of this agreement shall be for 10 years and may be extended or modified. The schedule of payments for consulting services are as follows:
ANNUAL AMOUNTS -------------- At closing of construction Financing......................... $150,000 Year 1....................................................... 38,888 Year 2....................................................... 38,889 Year 3....................................................... 38,889 Year 4....................................................... 38,889 Year 5....................................................... 38,889 Year 6....................................................... 38,889 Year 7....................................................... 38,889 Year 8....................................................... 38,889 Year 9....................................................... 38,889 -------------- $500,000 -------------- --------------
In years 2 through 10, the consulting fee is contingent on the availability of operating cash flow from the facility. Any payments not made due to the lack of operating cash flow shall not be made up in subsequent periods. Payments in years 1 through 9 are to be made quarterly and are contingent on facility being fully operational. Payments begin with commencement of operations. In addition to the above, Gustav Heningberg Associates, Inc. and Robert Holmes, shall receive $1,000 per month, and $1,500 per month respectively, as development expense which shall cease on financial closing. B) Agreement and release: On January 31, 1995, Compost America Company of New Jersey, Ltd and Jonathan W. Frank, a former employee of Compost Management, Inc. who was terminated as of September 29, 1994, agreed to an accommodation for Frank to not discuss the confidential information to a competing business in solid waste disposal in the United States of America. F-56 COMPOST AMERICA HOLDING COMPANY, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 10. CONSULTING CONTRACTS:--(CONTINUED) For this Frank will receive payments totaling $250,000 which will be paid as follows: $ 25,000 To be paid within 10 days of final execution of this agreement 25,000 Due March 1, 1995 50,000 Due April 1, 1995 150,000 Due March 15, 1995 or upon the closing of the a public offering of the Companies common stock which ever comes later. As of October 31, 1995 this amount was unpaid since no closing occurred or public offering completed
C) Agreement in Principle: On June 16, 1992, an "Agreement in Principle" was made between Compost Management, Inc., Compost America Company of New Jersey, Ltd. (after the December 1, 1994 merger), and Potomac Technologies, Inc. for a joint venture to develop a composting facility in Newark, New Jersey. As part of this agreement, Robert Jones, President of Potomac Technologies, Inc. will be paid a monthly consulting fee of $6,250 per month to financial closing. The agreement in principle was restated in a modified agreement, Newark Recycling and Composting Company, Inc. Agreement dated May 1, 1994. D) Engineering and Technology Agreement: On September 15, 1994, an "Engineering and Technology Agreement" for the Newark Recycling and Composting Company, Inc., a subsidiary of Compost America Company of New Jersey, Ltd. and D.J. Egarian & Associates, Inc., was signed, for the right to use the licensed patent and engineering services provided by D.J. Egarian & Associates, Inc. and David J. Egarian, to construct and operate an organic waste composting facility at the Newark, New Jersey site. The consulting fee for these services will be paid to either D.J. Egarian & Associates, Inc. or David J. Egarian as follows: $ 15,000 Upon execution of this agreement $167,500 Paid prorata on the percent of completion prior to the close of project financing for engineering drawings. $ 5,000 Per month after commencement of the construction of the facility through the completion of construction
Any additional services shall be billed as services are provided. At April 30, 1995 and January 31, 1996, additional charges amounted to $36,525 and $193,393 respectively. In addition, upon the commencement of commercial operations of the facility, Egarian shall be paid the greater of an amount equal to 2% of distributable cash flow per year or $75,000 per year. If Newark Recycling and Composting Company, Inc. is awarded a 20 year "put or pay" sewer sludge contract from the Passaic Valley Sewerage Commission to compost a minimum of 200 wet tons per day, Egarian will receive a one time fee of $150,000, and for each additional 50 wet tons awarded, Egarian will receive an additional $25,000. The term of this agreement is for 15 years from commencement of commercial operations. F-57 COMPOST AMERICA HOLDING COMPANY, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 10. CONSULTING CONTRACTS:--(CONTINUED) E) Consulting Agreement between Compost America Company of New Jersey, Ltd. and Michael J. Marchese dated March 1, 1995: Michael J. Marchese will provide consulting services in obtaining local and county approvals for the Monmouth County composting site. The following terms for his consulting services are: 1) $1,000 month beginning 30 days from this agreement through the receipt of local approval from the Township of Freehold to build a compost facility on the property but no longer than 12 months. 2) $2,000 month thereafter until closing on the property. 3) $5,000 month until a total fee of $100,000 has been paid. F) R.W. Beck Professional Services Agreement: On July 14, 1994, the Company entered into a consulting engineering service agreement for R.W. Beck to provide services to Newark Recycling and Composting Co., Inc. The agreement called for a limited technical review of the proposed system to compost selected portions of the solid waste stream. The fee for this service shall be: $ 5,000 upon execution of agreement $18,000 upon completion of the technology review report On March 14, 1995, R.W. Beck submitted the technological review report. G) Consulting Agreement with Robert Tardy d/b/a Tardy and Associates: On December 1, 1995, a Consulting Agreement was signed with Robert Tardy d/b/a/ Tardy and Associates and the Company for consulting services regarding the technology and operational aspects of the production of compost from municipal solid wastes, other organics and sewage sludge. The term is for one year starting December 1, 1995. The consultant is to receive $4,000 per month on the last day of each month commencing with the month of December 1995 for six months and $6,000 per month for the next six months. In addition, the consultant is to receive expense reimbursement based on Company policy. 11. SUBSEQUENT EVENTS: A) Financial commitments and permits: On November 1, 1995, Newark Recycling and Composting Company, Inc. received approval and permit from the New Jersey Pollutant Discharge Elimination System to operate sludge process and distribution facilities throughout the State of New Jersey. The New Jersey Economic Development Authority regarding the Newark Recycling and Composting Company, Inc. received a letter of intent from Paine Webber to confirm the commitment to act as underwriter in connection with the sale by the New Jersey Economic Development Authority of its solid waste disposal facility revenue bonds, series 1996 in the approximate principle amount of $70,000,000. In addition, PaineWebber also sent letters of intent for Monmouth Recycling and Composting Company, Inc. for $30,000,000 and for Gloucester Recycling and Composting Company, Inc. for $30,000,000. On December 7, 1995, Legg Mason Wood Walker, Inc. sent a letter to the New Jersey Economic Development Authority stating that they have agreed to act as underwriter in connection with their firm F-58 COMPOST AMERICA HOLDING COMPANY, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 11. SUBSEQUENT EVENTS:--(CONTINUED) commitment to raise the requisite capital for the debt financing component of the composting projects proposed by Gloucester Recycling and Composting Company, Inc., Monmouth Recycling and Composting Company, Inc. and Newark Recycling and Composting Company, Inc. On December 14, 1995, pursuant to Executive Order 185 and PL 1987 c 393, the State Treasurer of New Jersey, Brian W. Clymer, allocated to the New Jersey Economic Development Authority $130 million in tax exempt volume cap allocation from the state's 1996 tax allocation. This allocation is to be reserved for the issuance of private activity bonds on behalf of Newark Recycling and Composting Company, Inc. On January 2, 1996, the New Jersey Economic Development Authority informed the Company that the State Treasurer has allocated to the New Jersey Economic Authority $130 million in 1996 volume cap allocation on behalf of the Company's composting projects for Newark, Gloucester and Monmouth. The allocation will expire on March 29, 1996 in the event bonds arenot issued. B) Amendment to certificate of incorporation: On December 4, 1995, the directors of the Company approved an amendment to the Certificate of Incorporation to increase the authorized shares to issue 75,000,000 shares of which shall be common stock without par and 25,000,000 shares shall be preferred stock with no par value. C) Loan Agreement with VRH Construction Corp: On December 26, 1995, Newark Recycling and Composting Company, Inc. and VRH Construction Corp. signed a loan agreement whereby VRH Construction Corp. lent $1,043,866 on a term loan basis. The Loan is due on January 15, 1996 with interest at 10%. The loan has been extended to May 15, 1996. D) Stock Purchase Agreement: On December 4, 1995, the Company entered into a stock purchase agreement to acquire 100% of all the issued and outstanding stock of America Soil, Inc. American Soil, Inc. has conducted the business of composting vegetative waste at the site in the Township of Freehold, County of Monmouth, State of New Jersey. The agreement calls for a purchase price of $750,000 payable as follows: $ 37,500 On execution of agreement 12,500 On execution of agreement 425,000 On closing 125,000 On closing into an escrow account for the payment of liabilities presently unknown - --------- $600,000 - --------- - ---------
In addition, at closing, the Company will deposit $150,000 into an escrow account for payment of accounts payable liabilities. After nine months any funds remaining will be split 75% for the Company and 25% for the seller. The Company will also take up to 4,000 cubic yards of screened non-sludge compost per year, without charge, for the years 1996 through 1999. The major assets acquired are the NJDEP and the federal, state and local permits and the lease agreement between the seller and Freehold Township, New Jersey. On April 22, 1996 the letter of intent for the purchase of American Soil, Inc. was terminated. F-59 COMPOST AMERICA HOLDING COMPANY, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 12. JOINT VENTURES: A) American BIO-AG Corporation was incorporated in the State of Delaware on January 11, 1995. The Corporation is owned 33 1/3% by each of the following entities: R.C. Land Company, Inc. Twin River Equities Compost America Holding Company, Inc. The three entities are unrelated. The purpose of the joint venture will be to develop, own or lease, operate and farm biosolids beneficial use land application sites. The joint venture registered to do business in Arizona on June 27, 1995. In addition, Professional Service Group desires to support the joint venture company in its efforts to secure, develop and permit beneficial use land application sites throughout the United States beginning first in the South West where 365 day application prevail such as Texas, Arizona, New Mexico and California. The initial land application sites to be developed by the joint venture corporation are Arizona, Texas and New Jersey. Compost America Holding Company, Inc. will arrange for a bridge loan in the amount of $750,000 which will be repaid upon long-term financing. The loan is anticipated to be funded by April 1, 1995 and repaid by June 30, 1995. As of April 30, 1995 the bridge loan was not arranged and as of October 31, 1995 has been extended indefinitely. Compost America Holding Company, Inc. will arrange for short-term funds from February 15, 1995 to April 1, 1995. Compost America Holding Company, Inc. will also receive a development fee of $125,000 on positive distributable cash flow. The joint venture corporation will sign a 15 year management contract with Mr. Bryce, President of R.C. Land Company, Inc. for $150,000 salary per year to manage the joint venture beginning February 15, 1995 plus standard benefits in addition upon generation of positive cash flow. A monthly director fee of $4,000 per month will be paid to each of the directors after revenues commence. The Board of Directors shall be Ronald R. Bryce, President, Robert Jones III, Vice President and Roger E. Tuttle, Secretary. Roger Tuttle is also an officer, director and shareholder of Compost America Holding Company, Inc. The Company accounts for its investment in the joint venture on the equity method. The condensed balance sheet and condensed income statement at January 31, 1996 is as follows:
ASSETS Total current assets........................................... $ 473,978 Property and equipment......................................... 63,681 Other assets................................................... 70,410 --------- Total assets................................................. $ 608,069 --------- --------- LIABILITIES AND STOCKHOLDERS' EQUITY Total liabilities: Short-term loans and advances: Notes and loans payable.................................... $ 156,500 Newark Recycling and Composting Company, Inc............... 185,000 --------- 341,500 Stockholders' equity........................................... 266,569 --------- Total liabilities and stockholders' equity................... $ 608,069 --------- --------- Gross income................................................... 0 Loss from operations........................................... $(111,023) --------- ---------
F-60 COMPOST AMERICA HOLDING COMPANY, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 12. JOINT VENTURES:--(CONTINUED) As specified in regulation S-X, summarized financial information has been presented for the joint venture corporation. The joint venture does not meet the test for a significant subsidiary as required under REG. Sec. 210-01 (w) as the total assets are less then 10% of consolidated assets. Compost America Company of New Jersey, Ltd. investment account at January 31, 1996 is as follows: Investment in joint venture..................................... $429,502 Loss for period................................................. (37,008) -------- Equity balance January 31, 1996................................. $392,494 -------- --------
Management of the Corporation is shared equally by the three joint venture partners. B) Newark Recycling and Composting Company, Inc. was incorporated in the State of Delaware on May 10, 1994 with Compost America Company of New Jersey, Ltd. 75% and Potomac Technologies 25%. The purpose of the Corporation is to continue development activities which were the development, construction and operation of a sewer sludge composting facility in Newark, New Jersey. VRH Construction Corp. is a shareholder in Compost America Holding Company, Inc. and is the exclusive construction manager for the Newark composting facility. Management of the corporation will be by consensus of the Board of Directors. The Company has consolidated the financial statements of Newark Recycling and Composting Company, Inc. with Compost America Company of New Jersey, Ltd. at April 30, 1995 and January 31, 1996. The Company reflects minority interest as another liability in the balance sheet and as a reduction of net income or net loss in the income statements. 13. CONTINGENCIES AND COMMITMENTS: The Company conducts operations from a facility located in Doylestown, PA under a one year operating lease. The lease commenced on December 1, 1994 and expires on November 30, 1995. The facility is office use only. The annual rental is $18,300 payable monthly at $1,525 per month. The Company has made a $1,525 security deposit. The Company is responsible for any or all repairs up to $100. The Company must pay additional rent real estate taxes and all increases in fire insurance. All utilities and janitorial services are included in the rent. The Company shall have the right to review this lease for one additional year at the base rate plus the consumer price index for the previous 12 months. The Company leased office facilities under an operating lease in Doylestown, PA. The lease was assumed by Compost America Company of New Jersey, Ltd. on December 17, 1993 for 6,122 sq. ft. of office space. The lease expired on June 14, 1994 but was continued on a month to month basis until December 1, 1994. The total rental, including a percentage of maintenance, real estate taxes and insurance, amounted to $59,049 for the period May 1, 1994 to December 1, 1994. The Company leases an automobile under a operating lease. The lease is payable at $474.55 per month for 48 months. The lease commenced on May 25, 1993. The minimum annual lease cost amounts to: April 30, 1996.................................................. $2,847.30 April 30, 1997.................................................. $5,694.60
F-61 COMPOST AMERICA HOLDING COMPANY, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 13. CONTINGENCIES AND COMMITMENTS:--(CONTINUED) As part of the "Asset Purchase Replacement Agreement" dated March 1, 1995, the Company is contingently obligated to pay an additional $407,500 toward the acquisition of 50% interest in the Monmouth Recycling and Composting Company from Bio Services, Inc. The obligation to pay this amount is based on the "Option Purchase Agreement" with Brownfield Environmental, Inc. to purchase the Township of Freehold property and upon receipt by Compost America Company of New Jersey, Ltd. of local approval from the Township of Freehold and County approval from Monmouth County and the N.J. Department of Environmental Protection for "Inclusion of the project in the Monmouth County Solid Waste Management Plan", which will allow Compost America Company of New Jersey, Ltd. to build the indoor composting facility. Further contingencies require that any remaining governmental, environmental and building permits related to the construction of the "indoor composting facility" be obtained in addition to the closing on the property and the project. 14. COMMON STOCK PURCHASE WARRANTS AND OPTIONS: As of January 1, 1994, according to the "New and Amended Joint Venture Agreement", Compost Management, Inc., prior to its merger into Compost America Company of New Jersey, Ltd., on December 1, 1994, was issued 280,000 warrants @ $.01 per share to acquire 280,000 shares of common stock of Compost America Company of New Jersey, Ltd. In addition, in a separate agreement, principals of VRH Construction Corp. were issued 150,000 warrants of Compost America Company of New Jersey, Ltd. common stock at $.01 per share. All warrants were exchanged six for one after the merger. The warrants had a term of 5 years. As of April 30, 1995 and January 31, 1996 all outstanding warrants have been exercised. On January 31, 1994, as a provision of the "Asset Purchase Agreement", regarding the Monmouth Recycling and Composting Project (Note 9). Bio-Services Inc. was issued 100,000 warrants for the purchase of 100,000 shares of Compost America Company of New Jersey, Ltd. common stock. The warrants were exercisable as follows: $5 per share...................................................... Year 1 $6 per share...................................................... Year 2 $7 per share...................................................... Year 3
Upon a secondary issue Bio-Services, Inc. will have the right to "piggy back" its 100,000 shares on the secondary issue. On December 1, 1994 Bio-Services, Inc. released the 100,000 warrants. They were redistributed as follows: David Egarian......................................... 25,000 $5/$6/$7 Robert W. Jones, III.................................. 12,500 $5/$6/$7 Ronald K. Bryce....................................... 12,500 $5/$6/$7 Cancelled............................................. 50,000 ------- 100,000 ------- -------
On April 29, 1994, Compost America Company of New Jersey, Ltd. issued a warrant for 100,000 shares of common stock to Bedminster Bioconversion Corporation at an exercised price of $5 per share. The warrant expires on April 29, 1997. F-62 COMPOST AMERICA HOLDING COMPANY, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 14. COMMON STOCK PURCHASE WARRANTS AND OPTIONS:--(CONTINUED) On February 11, 1995, Compost America Holding Company, Inc., subsequent to the merger with Compost America Holding Company of New Jersey, Ltd. on February 8, 1995, issued Compost America Holding Company, Inc. warrants in the amount of 784,000 warrants for its common stock to the following individuals and entities:
EXERCISE WARRANT HOLDER AMOUNT PRICE EXPIRATION - -------------------------------------------- ------- ---------- --------------------- Bedminster Bioconversion (A)................ 300,000 $ 0.83 April 18, 1997 Bio-Services, Inc. (B)...................... 300,000 1.00/1.17 January 31, 1996/1997 B. Michael Pisani........................... 67,200 .92 June 1, 1999 Robert M. Long.............................. 16,800 .92 June 1, 1999 Gary Sondermeyer............................ 100,000 .01 February 6, 1999 ------- 784,000 ------- -------
All of the 784,000 warrants were outstanding at April 30, 1995. As of January 31, 1996, 33,000 warrants have been exercised. (A) The 300,000 warrants to Bedminster Bioconversion Corporation were part of 360,460 warrants issued to Bedminster Bioconversion. The 60,460 warrants of 360,460 were part of those issued by the Board of Directors on April 30, 1995. The 360,460 warrants of Compost America Holding Company, Inc. were the result of an agreed exchange of the 100,000 warrants issued to Bedminster Bioconversion Corporation on April 29, 1994. (B) The 300,000 warrants to Bio-Services, Inc. of Compost America Holding Company, Inc. were exchanged by agreement for the 100,000 warrants of Compost America Company of New Jersey, Inc. issued on January 31, 1994. As a result of the release of the warrants held by Bio-Services, Inc. the following individuals received warrants previously issued to Bio-Services, Inc. at the converted amounts.
EXERCISE WARRANT HOLDER AMOUNT PRICE EXPIRATION - ----------------------------------------------- ------- -------- --------------------- David Egarian.................................. 150,000 $ 1/1.17 January 31, 1996/1997 Robert W. Jones, III........................... 75,000 1/1.17 January 31, 1996/1997 Ronald K. Bryce................................ 75,000 1/1.17 January 31, 1996/1997 ------- 300,000 ------- -------
On February 11, 1995, in addition to the warrants listed above, the Board of Directors of Compost America Holding Company, Inc. issued options to individuals who were entitled to options of Compost America Company of New Jersey, Ltd., immediately prior to the date of the merger. There are a total of 901,000 authorized options @ $.01 per common share with an expiration date of February 10, 1997. As of April 30, 1995, 801,000 of the options have been exercised and 100,000 are still outstanding. As of January 31, 1996 all of the options have been exercised. On February 11, 1995 the Board of Directors of Compost America Holding Company, Inc. adopted and approved a non-qualified stock option plan to grant to participants options to purchase its common stock. The Company granted 1,913,167 common stock options at $.01 per share. At April 30, 1995 all options have been exercised. F-63 COMPOST AMERICA HOLDING COMPANY, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 14. COMMON STOCK PURCHASE WARRANTS AND OPTIONS:--(CONTINUED) On April 30, 1995 the Board of Directors approved the issuance of Compost America Holding Company, Inc. warrants in exchange for warrants held by individuals and other entities of Compost America Company of New Jersey, Ltd. As a result the Company issued 133,012 warrants at an exercise price of $3.00 with an expiration date of June 1, 1999. The warrants were issued to the following:
WARRANT HOLDER AMOUNT -------------- ------- Bedminster Bioconversion Corporation............................. 60,460 David Egarian.................................................... 30,230 Ron Bryce........................................................ 15,115 Rob Jones........................................................ 15,115 B. Michael Pisani................................................ 9,674 Robert M. Long................................................... 2,418 ------- 133,012 ------- -------
These warrants represent the reissuance of the 50,000 warrants cancelled by Bio-Services, Inc. on December 31, 1994 which were for Compost America Company of New Jersey, Ltd. All warrants are outstanding at April 30, 1995 and October 31, 1995. On April 23, 1996 the Company's Board of Directors approved the granting of stock options for the continued financial support of the Company to: Robert E. Wortmann........................................ 300,000 options Victor D. Wortmann........................................ 300,000 options
The options are exercisable immediately at $0.01 per share with an expiration date of April 23, 2001. Robert and Victor Wortmann are both principals of VRH Construction Corporation and shareholders as well as officers and directors of the Company. The Company will recognize compensation expense of $1,200,000 at April 30, 1996 based on a fair market value of $2.00 per share. As part of the employment agreements, the following options were granted as part of an incentive stock option plan to the following employees: Gary Sondermeyer.......................... 250,000 @ $2.50 per share Expiration 12/31/00 Roger Tuttle.............................. 1,000,000 @ $2.50 per share Expiration 11/14/00
15. RELATED PARTY TRANSACTIONS: The Company has various transactions with related stockholders and affiliates of the Company. The shareholders of VRH Construction Corp. are also shareholders in Compost America Holding Company, Inc. as well as VRH Construction Corp. VRH Construction Corp. as of April 30, 1995 has advanced $640,072 to the Company. The amount due to VRH Construction Corp. is included in a note payable as of April 30, 1995 due January 15, 1996 with interest at 10%. As of January 31, 1996, the note for $640,072 has been extended for 120 days from the original due date of January 15, 1996 to July 15, 1996. In addition, VRH Construction Corp. has advanced additional funds amounting to $2,453,866 at January 31, 1996, of which $1,543,866 is in two notes payable at 10% due July 15, 1996 and $910,000 is non interest bearing and payable on demand. The total loans and notes outstanding at F-64 COMPOST AMERICA HOLDING COMPANY, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 15. RELATED PARTY TRANSACTIONS:--(CONTINUED) January 31, 1996 amounted to $3,093,938. All advances are anticipated to be paid back upon completion of the Economic Development Bond Funding. The Company has acquired all composting projects and technology from Bedminster Bioconversion, Inc. through Select Acquisitions, Inc., a shareholder in Compost America Company of New Jersey, Ltd. Select Acquisitions Inc. has advanced $23,900 at January 31, 1996. Bedminster Bioconversion, Inc., an unrelated corporation, received stock purchase warrants as indicated in the notes to consolidated financial statements. There are numerous agreements and intercompany transactions between Compost America Holding Company, Inc. and its subsidiary, Compost America Company of New Jersey, Ltd. and with its related subsidiaries, Newark Recycling and Composting Co., Inc., Gloucester Recycling and Composting Company, Inc. and Monmouth Recycling and Composting Co., Inc. Chicago Recycling and Composting Company, Inc. and American BIO-AG Corporation. At April 30, 1995 and January 31, 1996 all intercompany transactions have been eliminated except for amounts due from R.C. Land Company, Inc., a partner in the Joint Venture of American BIO-AG Corporation, and advances due from American BIO-AG Corporation other than investments. 16. EMPLOYMENT CONTRACTS: As stipulated in the Joint Venture Agreement, the Company has guaranteed and agreed to pay its President, Roger Tuttle, $120,000 annually for a period of ten years. The Company has similarly guaranteed agreements with its Vice Presidents, Alfred Rattie and Jonathan Frank to be paid $90,000 annually. On January 31, 1995, as a closing agreement and release, Jonathan Frank was terminated (see Note 10 (B)). Roger Tuttle, Alfred Rattie and Jonathan Frank were formally shareholders in Compost Management, Inc., prior to the merger of Compost Management, Inc. into Compost America Company of New Jersey, Ltd., on December 1, 1994. Subsequent to the Joint Venture Agreement, all existing employment contracts have been terminated. New employment agreements were entered into as of January 1, 1995 for all current executives. These new employment agreements as of October 31, 1995 have not been approved by the Board of Directors or signed by the individuals. Wages have been accrued based on the new terms for annual salaries of each executive of $60,000. As of January 31, 1996 an employment agreement with Roger Tuttle was signed and approved. As President, through November 14, 2000, Roger Tuttle is to receive a salary of $225,000 and annual increases based on performance including all general executive benefits and will participate in the statutory incentive stock option plan. As part of his compensation, Mr. Tuttle shall receive an option to purchase 1,000,000 shares of common stock at $2.50 per share expiring November 14, 2000. Mr. Tuttle shall also receive a $500,000 one-time signing bonus deferred until the Company attains sales of not less than $5,000,000 for one quarter. As of April 30, 1995 and January 31, 1996, unpaid accrued wages amounted to $163,000 and $233,000 respectively. As of January 1, 1996, a new employment agreement was signed by a new executive officer, Gary Sondermeyer, for a term from January 1, 1996 to December 31, 2000. The initial basic annual salary will be $90,000 thereafter increases shall be based on the Company growth. In addition, the executive shall receive the usual fringe benefits and participate in a Company statutory incentive stock option plan to purchase 250,000 shares of common stock at $2.50 per share for a period of 5 years. F-65 COMPOST AMERICA HOLDING COMPANY, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 17. LONG TERM DEBT:
JANUARY 31, APRIL 30, RATE 1996 1995 MATURITY --------- ----------- --------- -------- First Fidelity Bank (A)...................... 10.75% $ 686 $ 3,492 01/20/96 First Fidelity Bank (A)...................... 10.75% 686 3,492 01/20/96 Teepak, Inc. (B)............................. Prime & 2% 264,871 264,871 09/15/96 Jonathan W. Frank (C)........................ None 150,000 200,000 indefinite ----------- --------- 416,243 471,855 Less current portion......................... 151,372 56,984 ----------- --------- $ 264,871 $ 414,871 ----------- --------- ----------- ---------
A) The notes payable to Merchants Bank, N.A., Allentown, Pennsylvania is payable in monthly installments aggregating $843 per month, including interest. The notes were originally for 60 months with automotive equipment at a cost of $44,734 pledged as collateral. B) The loan payable to Teepak, Inc. is for advances to Compost Management, Inc. prior to its merger with Compost America Company of New Jersey, Ltd. on December 1, 1995 which was subsequently assumed by Compost Holding Company, Inc. for the purpose of obtaining necessary permits for a compost facility in Riverdale, Illinois. The loans commenced on January 11, 1993 with repayment terms as follows: 1) After permits are issued Compost America Holding Company, Inc. shall repay the loan in quarterly installments commencing three months after the start up of the facility to the extent of 50% of available cash flow from the facility. 2) If the facility does not receive the necessary permits by September 15, 1996, the entire amount of the loans will be repaid in 24 equal installments. Any overdue payments shall bear interest at a rate equal to the prime rate plus 2%. C) The obligation to Jonathan W. Frank originally for $250,000 is for a restrictive covenant not to disclose the confidential information acquired as an employee of the Company to a composting business in solid waste disposal in the United States of America. The obligation is unsecured and non interest bearing. Payments are as follows: $ 25,000 Upon agreement (January 31, 1995) 25,000 On March 1, 1995 50,000 On April 1, 1995 (not paid on due date but in subsequent period) 150,000 Upon closing of the public offering of the Company's common stock - --------- $250,000 - --------- - ---------
The obligation is expected to be paid in full within less than one year. As a result, no imputed interest has been computed. 18. INCOME TAXES: The Company adopted FASB Statement No. 109, "Accounting for Income Taxes" as of inception, December 17, 1993. FASB Statement No. 109 is required for all fiscal years beginning after December 15, 1992. This statement requires that deferred taxes be established for all temporary differences F-66 COMPOST AMERICA HOLDING COMPANY, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 18. INCOME TAXES:--(CONTINUED) between book and tax basis of assets and liabilities. There was no cumulative effect of adoption or current effect on continuing operations mainly because the Company has been in a development stage since inception, December 17, 1993, and has sustained net operating losses during this period. The Company has made no provision for a deferred tax asset due to the net operating loss carryforward because a valuation allowance has been provided which is equal to the deferred tax asset. It cannot be determined at this time that a deferred tax asset is more likely than not to be realized. The Company has a loss carryforward of $1,371,630 that may be offset against future taxable income. The carryforward losses expire at the end of the years 2009 and 2011. 19. NOTE PAYABLE, BANK: The note payable to United Jersey Bank of $100,000 is due February 1,1996, on demand, with interest at prime plus 1% billed monthly. 20. EARNINGS PER SHARE:
JANUARY 31, 1996 JANUARY 31, 1995 ---------------- ---------------- PRIMARY PRIMARY ---------------- ---------------- Number of shares: Weighted average shares outstanding.......... 13,500,489 5,793,493 Incremental shares for outstanding stock warrants..................................... 906,016 2,667,127 Incremental shares for outstanding stock options...................................... 0 0 ---------------- ---------------- 14,406,505 8,460,620 ---------------- ---------------- ---------------- ----------------
Primary earnings per share amounts are computed based on the weighted average number of shares actually outstanding. Shares that would be outstanding assuming exercise of dilutive stock options and warrants, all of which are considered to be common stock equivalents. Fully diluted earnings per share are the same as primary earnings per share for January 31, 1996 and January 31, 1995. F-67 ========================================= ==================================== - ----------------------------------------- ------------------------------------ NO DEALER, SALESMAN OR OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR 1,025,000 SHARES REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THIS PRO- COMPOST AMERICA SPECTUS DOES NOT CONSTITUTE AN OFFER TO HOLDING COMPANY, INC. SELL OR A SOLICITATION OF AN OFFER TO BUY THE SHARES OF COMMON STOCK OFFERED HEREBY BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. ---------------- ------------------- PROSPECTUS TABLE OF CONTENTS ------------------- PAGE ---- Additional Information......... 2 Prospectus Summary............. 3 Risk Factors................... 6 Use of Proceeds................ 10 Price Range of Common Stock.... 10 Dividend Policy................ 11 Capitalization................. 12 Selected Financial Data........ 13 Management's Discussion and Analysis of Financial Condition and Results of Operations.... 14 Business....................... 17 Management..................... 28 Certain Transactions........... 32 Principal Shareholders......... 33 Description of Securities...... 34 Selling Shareholders........... 36 Plan of Distribution........... 37 Experts........................ 37 , 1996 Legal Matters.................. 37 Index to Financial Statements..................... F-1 - ----------------------------------------- ------------------------------------ ========================================= ==================================== PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
ESTIMATED EXPENSE --------- Registration Fee-Securities and Exchange Commission.............. $ 3,033 Accounting Fees and Expenses..................................... 15,000 Legal Fees and Expenses.......................................... 25,000 Blue Sky Fees and Expenses....................................... 3,000 Printing and Engraving........................................... 25,000 Miscellaneous.................................................... 5,000 --------- Total............................................................ $76,033 --------- ---------
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS Title 14A of the New Jersey Statutes, as amended, provides that, except in cases of breach of duty of loyalty, bad faith, knowing violation of law or receipt of improper personal benefit, an officer or director of a corporation shall not be personally liable to a corporation or to its shareholders for damages for breach of duty if and to the extent that liability has been eliminated or limited in the corporation's certificate of incorporation. Title 14A provides for indemnity and authorizes other action to protect any person who is or was serving as a director, officer, employee or agent of a corporation or who is or was serving, at the request of the corporation, as a director, officer, trustee, employee or agent of any domestic or foreign corporation or any partnership, joint venture, sole proprietorship , trust or other enterprise, whether or not for profit, or any director, officer, employee or agent of any constituent corporation absorbed by the indemnifying corporation in consolidation or merger (such person being referred to as a "corporate agent"). Any corporation is given the power to indemnify a corporate agent who is or was a party to or was a party to or threatened to be made a party to. any proceeding by reason of the fact that the corporate agent was serving or had served the corporation at the request of the corporation as a corporate agent, against his expenses and liabilities in connection with such a proceeding if the proceeding is not one brought by or on behalf of the corporation and if: (1) Such corporate agent acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and (2) with respect to any criminal proceeding, such corporate agent had no reasonable cause to believe his conduct was unlawful and against his expenses if the proceeding is brought by or in the right of the corporation and if such corporate agent acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation; provided, however, that no indemnification shall be provided in respect of any claim, issue or matter as to which such corporate agent shall have been adjudged to be liable to the corporation, unless and only to the extent that the court in which such proceeding was brought shall determine, upon application, that despite an adjudication of liability, but in view of all of the circumstances of the case the corporate agent is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper. Unless otherwise ordered by the court, such indemnification may be made in a specific case only upon a determination that the corporate agent had met applicable standards of conduct. Unless otherwise provided in the corporation's certificate of incorporation or its by-laws, such determination shall be made by the board of directors or a committee thereof, acting by a majority vote of a quorum consisting of directors who were not parties to or otherwise involved in the proceeding or by independent legal counsel, in written opinion, if designated by a majority vote of a quorum of disinterested directors or by shareholders if authorized by the certificate of incorporation, by-laws, resolution of the board of directors or resolution of the shareholders. Expenses incurred by the corporate agent in connection with such a proceeding may be paid by the corporation in advance of the final disposition of the proceeding as authorized by the board of directors upon their receipt of an undertaking of the corporate agent to repay such amount if it II-1 shall ultimately be determined that he is not entitled to be indemnified. A corporation is authorized to purchase and maintain insurance on behalf of its corporate agents. Article SECOND of the Registrant's restated certificate of incorporation provides that: (3) Except to the extent prohibited by law, no director or officer of the corporation shall be personally liable to the corporation or its shareholders, provided that a director or officer shall not be relieved from liability for any breach of duty based upon an act or omission. (a) in breach of such person's duty of loyalty to the corporation or its shareholders; (b) not in good faith or involving a knowing violation of the law or (c) resulting in receipt by such person of an improper personal benefit (4) To the extent permitted by law, the corporation shall defend, indemnify and hold its officers and directors harmless for all acts and omissions in the performance of their duties for the corporation, provided that such acts or omissions are made in good faith and do not involve a knowing violation of the law nor result in an improper personal benefit to the officers or directors. No other statute, charter provision, by-law, contract or other arrangement insures or indemnifies any controlling person, director or officer of the Registrant against liability incurred in such capacity. Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission (the "Commission") such indemnification is against public policy as expressed in that Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES 1. On December 28, 1993 Compost America Company of New Jersey, Ltd. issued 360,000 of its common shares to Compost Management, Inc. in exchange for the contribution by Compost Management, Inc. to Compost America Company of New Jersey, Ltd. of all of the ownership interest and development rights held by Compost Management, Inc. in all current composting projects throughout the United States. As part of the January 1995 Reorganization, the Company issued 2,160,000 of its common shares to Compost Management, Inc. in exchange for all of these 360,000 common shares of Compost America Company of New Jersey, Ltd. 2. On January 1, 1994 Compost America Company of New Jersey, Ltd. issued 140,000 of its common shares to Select Acquisitions, Inc. ("Select") in exchange for technology relating to composting projects. Select had acquired this technology from Bedminster Bioconversion Corporation, an unrelated company, by issuing to Bedminster 200,000 shares of Select's 4 1/2% cumulative convertible preferred stock for $10 per share, or a value of $2,000,000, which is greater than the $1,013,875 amount that Bedminster itself had expended for this technology, and for development costs pursuant to specific composting projects. As part of the January 1995 Reorganization, the Company issued 840,000 of its common shares to Select Acquisitions, Inc. in exchange for all of these 140,000 common shares of Compost America Company of New Jersey, Ltd. II-2 3. During the period January 1, 1994 through April 30, 1994,Compost America Company of New Jersey, Ltd. issued 138,400 of its common shares to five entities for $5.00 per share, or a total of $692,000, in a private placement of its unregistered common shares. As part of the January 1995 Reorganization, the Company issued 830,000 of its common shares to these five entities in exchange for all of these 138,400 common shares of Compost America Company of New Jersey, Ltd. 4. On April 30, 1994 Compost America Company of New Jersey, Ltd. issued 61,440 of its common shares to Select Acquisitions, Inc. for professional fees values at $614. As part of the January 1995 Reorganization, the Company issued 368,640 of its common shares to Select Acquisitions, Inc. in exchange for all of these 61,440 common shares of Compost America Company of New Jersey, Ltd. 5. On May 27, 1994 Compost America Company of New Jersey, Ltd. issued 4,000 of its common shares to two individuals, valued at $4.00, as a penalty for failing to meet certain commitments. As part of the January 1995 Reorganization, the Company issued 24,000 of its common shares to these two individuals, in exchange for all of these 4,000 common shares of Compost America Company of New Jersey, Ltd. 6. During the period September 29, 1994 through October 3, 1994 Compost America Company of New Jersey, Ltd. paid $50,000 to redeem 10,000 of its common shares from Coubert Dennis, Ltd., an unrelated limited partnership, as a termination payment. Compost America Company of New Jersey, Ltd. then sold these 10,000 common shares to VRH Construction Corporation, Inc. for $50,000. As part of the January 1995 Reorganization, the Company issued 60,000 of its common shares to VRH Construction Corporation, Inc. in exchange for all of these 10,000 common shares of Compost America Company of New Jersey, Ltd. 7. On October 11, 1994 Compost America Company of New Jersey, Ltd. issued 61,600 of its common shares to five entities for $5.00 per share, plus an additional payment from one investor of $17,000, or a total of $325,000, in a private placement of its unregistered common shares. As part of the January 1995 Reorganization, the Company issued 369,600 of its common shares to these five entities individuals in exchange for all of their 61,600 common shares of Compost America Company of New Jersey, Ltd. 8. On December 1, 1994 Compost America Company of New Jersey, Ltd. issued 438,560 of its common shares to three individuals who were the shareholders of Compost Management, Inc., as part of the merger of Compost Management, Inc. into Compost America Company of New Jersey, Ltd., with Compost America Company of New Jersey, Ltd. as the surviving company. These shares were valued at $122,613, that being the net asset value of Compost Management, Inc. as at December 1, 1994. As part of the January 1995 Reorganization, the Company issued 2,631,360 of its common shares to these three individuals in exchange for all of their 438,560 common shares of Compost America Company of New Jersey, Ltd. 9. On December 1, 1994 Compost America Company of New Jersey, Ltd. issued 20,000 of its common shares to three individuals who had invested $100,000 and owned the rights to 9% of an organic waste processing plant to be located in Chicago, Illinois in exchange for this 9% interest, as a result of which transaction Compost America Company of New Jersey, Ltd. then owned 100% of this project. As part of the January 1995 Reorganization, the Company issued 120,000 of its common shares to these three individuals in exchange for all of their 20,000 common shares of Compost America Company of New Jersey, Ltd. 10. On December 1, 1994 Compost America Company of New Jersey, Ltd. issued 280,000 of its common shares to Compost Management, Inc. upon the exercise by Compost Management, Inc. of 280,000 warrants to purchase these 280,000 common shares at $0.01 per share, or a total of $2,800. As part of the January 1995 Reorganization, the Company issued 1,680,000 of its common shares to Compost Management, Inc. in exchange for all of its 280,000 common shares of Compost America Company of New Jersey, Ltd. II-3 11. On December 1, 1994 Compost America Company of New Jersey, Ltd. issued 150,000 of its common shares to VRH Construction Corporation, Inc. upon the exercise by VRH Construction Corporation, Inc. of 150,000 warrants to purchase these 150,000 common shares at $0.01 per share, or a total of $1,500. As part of the January 1995 Reorganization, the Company issued 900,000 of its common shares to VRH Construction Corporation, Inc. in exchange for all of its 150,000 common shares of Compost America Company of New Jersey, Ltd. As a result of transactions 1 through 11 above, Compost America Company of New Jersey, Ltd. had 1,654,000 common shares issued and outstanding. 12. On September 29, 1994 Alcor Energy and Recycling Systems, Inc. ("Alcor") issued 1,500,000 shares of its common stock to two individuals for cancelling $203,720 of loans due to these individuals. 13. On October 21, 1994, Alcor amended its Certificate of Incorporation to increase its authorized common stock from 7,500,000 shares to 15,000,000. 14. On November 28, 1994 the majority of Alcor stockholders agreed to a one for twenty reverse split of its common stock which reduced Alcor's total outstanding common shares to 274,500. 15. On January 23, 1995, Alcor entered into an Acquisition Agreement and Plan of Reorganization with Compost America Company of New Jersey, Ltd. Compost America Company of New Jersey, Ltd. had 5,000,000 shares, .01 par value, of common stock authorized, of which 1,654,000 shares were issued and outstanding. Alcor issued 9,924,000 shares of its common stock in exchange for all of the 1,654,000 outstanding common shares of Compost America Company of New Jersey, Ltd., with Compost America Company of New Jersey, Ltd. thereby becoming a wholly-owned subsidiary of Alcor Energy Recycling Systems, Inc. Compost America Company of New Jersey, Ltd. then effected a 2.41831 for 1 split of its common shares, as a result of which it had 4,000,000 common shares issued and outstanding, all owned by Alcor. 16. On February 8, 1995, Alcor Energy and Recycling Systems, Inc., changed its name to Compost America Holding Company, Inc. (the "Company"). 17. On February 11, 1995 the Company granted non-qualified stock options to purchase 1,913,167 of its common shares at $0.01 per share to certain officers, directors and consultants of the Company, which options were exercised on February 11, 1995 for $19,131.67 and the 1,913,167 common shares were issued to these individuals. 18. On February 11, 1995 the Company granted non-qualified options to purchase 901,000 of its common shares at $0.01 per share through February 10, 1999 to seven entities who previously had held options to purchase common shares of Compost America Company of New Jersey, Ltd. in exchange for the cancellation of those options. All 901,000 of these options have been exercised, at a total cost of $9,010, and these 901,000 common shares have been issued to five entities. The Company also issued warrants to purchase 917,012 of its common shares at various exercise prices through February 10, 1999 to entities who previously had held warrants to purchase common shares of Compost America Company of New Jersey, Ltd. in exchange for the cancellation of these warrants. On November 1, 1995 two individuals exercised 33,000 of these warrants at $0.92 per share and acquired 33,000 common shares for $30,360. As at January 31, 1996, the balance of 884,012 of these warrants had not been exercised. 19. Between February 2, 1995 and May 31, 1996 the Company sold 715,600 unregistered restricted common shares to sixty-three individuals in private transactions for $2.50 per share, or a total of $1,789,000 and 22,034 unregistered restricted common shares to thirteen individuals in private transactions for $3.00 per share, or a total of $66,102. In May, 1996, the Company issued 267,000 shares of its common stock to Select Acquisitions, Inc. for various services rendered by Select and its principals. II-4 Each of the foregoing transactions was exempt from registration under the Act pursuant to the provisions of Section 4(2) thereof as not involving a public offering. With respect to each transaction, no person acting on the Company's behalf offered or sold the securities by means of any form of general solicitation or general advertising. All offerees were furnished, during the course of the transaction and prior to the consummation thereof, with the same kind of information that is specified in the appropriate form of registration statement, including a description of the securities being offered, the Company's business and financial condition and the use of proceeds or other consideration from the offering. All offerees were given the right to request such further information and documents from the Company as they desired in order to evaluate the merits and risks of the investment to the extent such information and documents could be furnished by the Company without unreasonable effort or expense. Each investor represented in writing that he acquired these securities for his own account and not for purposes of a distribution thereof. A legend was placed on the certificates stating that the securities had not been registered under the Act and setting forth the restrictions on their transferability and sale. Stop transfer instructions were noted on the Company's transfer ledger by the Company's transfer agent. Each purchaser further signed a written agreement that the securities will not be sold without registration under the Act or unless an exemption from the registration provisions of the Act is available and the availability is established to the satisfaction of the Company and its counsel. ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES The following exhibits are filed as part of this Registration Statement. 2.1 --Acquisition Agreement and Plan of Reorganization* 2.2 --Certificate of Merger* 3.1 --Restated Certificate of Incorporation* 3.2 --Certificate of Amendment to Certificate of Incorporation* 3.3 --By Laws* 4.1 --Specimen Stock Certificate* 5.1 --Opinion of Mark Gasarch, Esq.* 10.1 --Employment Agreement of Gary Sondermeyer* 10.2 --Employment Agreement of Roger E. Tuttle** 16.1 --Letter Regarding Change in Certifying Accountant from Rosen Seymour Shapss Martin & Company* 16.2 --Letter Regarding Change in Certifying Accountant from Fallon & Fallon* 23.1 --Consent of Zeller Weiss & Kahn, Certified Public Accountants** 23.2 --Consent of Mark Gasarch, Esq. (included in Exhibit 5.1)* 24.1 --Power of Attorney with respect to certain signatures in the Registration Statement* 99.1 --Master Letter Agreement dated February 13, 1996 between Paine Webber Incorporated and the Company* 99.2 --Newark Project Letter Agreement dated February 13, 1996 between Paine Webber Incorporated and Newark Recycling & Composting Co., Inc.* 99.3 --Monmouth Project Letter Addendum dated February 13, 1996 between Paine Webber Incorporated and Monmouth Recycling & Composting Co., Inc.* 99.4 --Project Financing Commitments of Legg Mason Wood Walker, Incorporated*
- ------------ * Previously filed. ** Filed herewith. II-5 ITEM 17. UNDERTAKINGS The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or ales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. Insofar as indemnification for liabilities arising under the Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, theretofore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer of controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-6 SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this amendment to this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Doylestown, State of Pennsylvania, on June 3, 1996. COMPOST AMERICA HOLDING COMPANY, INC. /s/ ROGER E. TUTTLE ....................................... Roger E. Tuttle President and Principal Executive Officer Pursuant to the requirements of the Securities Act of 1933, this amendment to this registration statement has been signed by the following persons in the capacities and on the date indicated.
TITLE DATE SIGNATURE ----- ---- --------- ROGER E. TUTTLE June 3, 1996 /s/ ROGER E. TUTTLE President, Principal Executive ...................................... Officer, Director Roger E. Tuttle GEORGE S. CHU* June 3, 1996 /s/ ROGER E. TUTTLE Senior Vice President, ...................................... Principal Financial and George S. Chu* Accounting Officer JOHN B. FETTER* June 3, 1996 /s/ ROGER E. TUTTLE Executive Vice President, ...................................... Treasurer, Director John B. Fetter* VICTOR D. WORTMANN* June 3, 1996 /s/ ROGER E. TUTTLE Chairman, Director ...................................... Victor D. Wortmann* ROBERT E. WORTMANN* June 3, 1996 /s/ ROGER E. TUTTLE Secretary, Director ...................................... Robert E. Wortmann* PASQUALE E. DILEO June 3, 1996 /s/ ROGER E. TUTTLE Director ...................................... Pasquale E. Dileo*
*By: /s/ ROGER E. TUTTLE ........................................................................... Roger E. Tuttle, Attorney-in-Fact II-7 INDEX TO EXHIBITS
EXHIBIT SEQUENTIAL NO. - ----- --------------- 2.1 --Acquisition Agreement and Plan of Reorganization* 2.2 --Certificate of Merger* 3.1 --Restated Certificate of Incorporation* 3.2 --Certificate of Amendment to Certificate of Incorporation* 3.3 --By Laws* 4.1 --Specimen Stock Certificate* 5.1 --Opinion of Mark Gasarch, Esq.* 10.1 --Employment Agreement of Gary Sondermeyer* 10.2 --Employment Agreement of Roger E. Tuttle** 119 16.1 --Letter Regarding Change in Certifying Accountant from Rosen Seymour Shapss Martin & Company* 16.2 --Letter Regarding Change in Certifying Accountant from Fallon & Fallon* 23.1 --Consent of Zeller Weiss & Kahn, Certified Public Accountants** 138 23.2 --Consent of Mark Gasarch, Esq. (included in his Opinion filed as Exhibit 5.1)* 24.1 --Power of Attorney with respect to certain signatures in the Registration Statement* 99.1 --Master Letter Agreement dated February 13, 1996 between Paine Webber Incorporated and the Company* 99.2 --Newark Project Letter Agreement dated February 13, 1996 between Paine Webber Incorporated and Newark Recycling & Composting Co., Inc.* 99.3 --Monmouth Project Letter Addendum dated February 13, 1996 between Paine Webber Incorporated and Monmouth Recycling & Composting Co., Inc.* 99.4 --Project Financing Commitment of Legg Mason Wood Walker, Incorporated*
- ------------ * Previously filed ** Filed herewith EX-10.2 2 EXHIBIT 10.2 EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT (the "Agreement") made and entered into this 10th day of May, 1996 between COMPOST AMERICA HOLDING COMPANY, INC., a New Jersey corporation with offices at 320 Grand Avenue, Englewood, New Jersey 07631 (the "Employer") and ROGER E. TUTTLE, an individual residing at 3105 Gibson Lane, Doylestown, Pennsylvania 18901 (the "Employee"). R E C I T A L S - - - - - - - - A. The Employer presently is engaged in the business of developing composting facilities throughout the United States (the "Business"). B. The Employee has certain unique skills and business experience which he wishes to devote to the Employer. C. The Employer desires to employ the Employee and the Employee desires to be so employed by the Employer. D. This Agreement, after careful review and consideration, has been approved by the Employer's board of directors (the "Board"). NOW THEREFORE, in consideration of the premises together with other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed as follows: 1. Recitals and Effective Date: The foregoing recitals are true and ----------------------------- correct, and are incorporated herein by reference. The effective date of this Agreement shall be May 1, 1996 (the "Effective Date"). 2. Employment of the Employee: Subject to the terms and conditions ---------------------------- contained herein, and unless sooner terminated as hereinafter provided, the Employer agrees to employ Employee, and Employee agrees to serve as an employee of the Employer, for a term of employment commencing on the Effective Date and ending ten years from the Effective Date (the "Term"). 3. Duties of the Employee: During the Term, the Employee shall have the ---------------------- following powers and duties: 3.1 Employee will have the powers and duties of the President, Chief Employee Officer and Chief Operating Officer of the Employer, as set forth in the Employer's by-laws, as amended (subject to the direction of the Board, which direction shall be pursuant to reasonable policies adopted by the Board from time to time and communicated by written notice to Employee). 3.2 During the Term, Employee shall devote his full business time, attention, effort and skill to the business affairs and interests of the Employer. It is understood and agreed that Employee may serve or continue to serve on the boards of directors of and hold any other offices or positions in companies or organizations as Employee may desire, provided such position will not present any significant conflict of interest with the Employer or materially affect the performance of Employee's duties pursuant to this Agreement. If any potential conflict of interest arises, Employee shall present the position and circumstances to a meeting of the Board, which shall determine if a conflict exists. Nothing contained herein shall prohibit Employee from managing his personal, financial, and less active business affairs to the extent such affairs do not contravene any of the foregoing provisions. Notwithstanding anything to the contrary contained herein, the Employee shall have the right and the authority to delegate responsibility to one or more personnel if he deems such delegation appropriate, and is hereby authorized to hire, on behalf of Employer, additional agents, employees and other representatives who are in his opinion necessary to handle the Employer's affairs. 3.3 During the Term, the Employer agrees to cause Employee to be elected as a director on the Board of the Employer, and the Employee agrees to serve as such without additional compensation. 4. Compensation: During the Term, as compensation for the services to be ------------ rendered by Employee, the Employer shall pay Employee the following amounts: 4.1 Base Salary Each twelve month fiscal period commencing May 1st of ----------- one year, and ending April 30th of the next, is called herein a "Fiscal Year". During the Fiscal Year already commenced, beginning on the Effective Date and ending April 30, 1997, Employee shall be paid at the annual rate of $225,000.00, payable in equal monthly installments (the "Base Salary"). During the balance of the Term, the Employee shall be entitled to and shall receive annual increases in his Base Salary commensurate with the growth of the Employer as shall be agreed upon at an annual review of the Employee's performance and compensation by the Board, provided that such annual increases shall be no less than an amount equal to the increase in the Consumer Price Index for all Urban Consumers and Urban Wage Earners U.S. City Average issued by the United States Department of Labor Bureau of Labor Statistics, or its successor index ("CPI") over the preceding calendar year. Employee agrees to defer the commencement of receipt of his Base Salary until the reasonable capitalization of the Employer. Notwithstanding the foregoing, the Employee agrees that, until the Employer has achieved financial stability, defined as the reasonable capitalization of the Employer, the Employee will defer his entire Base Salary. 4.2 Bonus: During each Fiscal Year of the Term ----- - 2 - commencing with the fiscal year May 1, 1996 through April 30, 1997, Employee shall be paid a bonus (the "Bonus"). The Bonus shall equal five (5%) percent of any increase in the Employer's "Consolidated Net Income" from the highest "Consolidated Net Income" of Employer for any fiscal year beginning the Fiscal Year ended April 30, 1996. "Consolidated Net Income" as used herein shall be defined as income before extraordinary items and income taxes as reflected in the Employer's consolidated statement of operations, plus any bonuses paid or accrued to any officer of the Employer for such fiscal year. If, in any fiscal year, Consolidated Net Income is a negative amount, then Consolidated Net Income for such year shall be equal to zero. 4.3 Computation of Bonus: The Bonus shall be determined by -------------------- calculations made by Employer's independent certified public accountants, which determination shall be final and conclusive upon all parties, subject to the accuracy and consistency of the calculations in accordance with the provisions of this Agreement. Payment of the Bonus shall be made by the Employer as soon as reasonably practicable, but in no event later than 120 days after the last day of Employer's Fiscal Year for which the Bonus is due to Employee from Employer. 5. Fringe Benefits: During the Term, Employee shall be entitled to: --------------- 5.1 Business Expenses: Employee is authorized to incur reasonable ----------------- expenses to execute and/or promote the Business of the Employer, including but not limited to expenses for entertainment, travel and similar items. Employer will reimburse Employee for all such expenses incurred on behalf of Employer. 5.2 Automobile: Employer shall furnish the Employee with a Five ---------- Hundred ($500) Dollar per month automobile allowance with which Employee shall pay the costs and expenses (inclusive of liability and casualty insurance) of an automobile to be used by Employee in the performance of his duties as are or may be customary for executives in the community who perform similar duties. Provided, however, that in lieu of the automobile allowance Employer may provide Employee with an appropriate automobile satisfactory to Employee for his use in discharging his duties hereunder. 5.3 Signing Bonus: Upon the execution of this Agreement, Employee ------------- shall be entitled to a one-time signing bonus in the amount of $500,000, the payment of which shall be deferred until the Employer has achieved "sales" of not less than $5,000,000 in any one fiscal quarter. Payment of this signing bonus shall be made within thirty (30) days after satisfaction of this condition. 5.4 Health, Medical, and Dental Insurance: Employee shall be provided ------------------------------------- with hospital, major medical, and dental - 3 - insurance reasonably satisfactory to the Employee and his family dependents with full medical and dental coverage. Said policy shall be chosen by the Employee. Employee may request that Employer satisfy this paragraph 5.4 by reimbursing Employee for payments made by Employee under the existing plans which presently cover Employee. 5.5 Life Insurance: Employee shall be provided with a life insurance -------------- policy issued by a company chosen by Employee for the benefit of the Employee's family as Employee may designate, in the amount of $500,000.00. The Employer shall pay the premium during the Term of this Agreement. Upon the termination of this Agreement, the Employer shall assign such policy to the Employee. Employee may request that Employer satisfy this paragraph 5.5 by reimbursing Employee for payments made by Employee under an existing policy or policies which presently cover Employee. 5.6 Disability Insurance: Employee shall be entitled to disability -------------------- insurance issued by a company chosen by Employee which provides to Employee not less than 80% of Employee's compensation hereunder after an elimination period not to exceed 30 days and proof of disability. Furthermore, the disability policy shall provide for lifetime coverage in the event of disability. Employee may request that Employer satisfy this paragraph 5.6 by reimbursing Employee for payments made by Employee under an existing plan which presently covers Employee. 5.8 Vacation: The Employee shall be entitled to four weeks paid -------- vacation annually. 5.9 Employer Benefit Plans: Employee shall be entitled to participate ---------------------- in any and all plans, arrangements or distributions maintained by the Employer pertaining to or in connection with any pension, profit sharing, stock options and/or similar benefits for its regular employees and/or for its executives, as determined by the Board or committees thereof pursuant to the governing instruments which establish and/or determine eligibility and other rights of the participants and beneficiaries under such plans or other benefit programs. 6.Rights of Indemnification: ------------------------- (a) Subject to the provisions of the Employer's Certificate of Incorporation and Bylaws, each as amended from time to time, the Employer shall indemnify the Employee to the fullest extent permitted by the General Corporation Law of the State of New Jersey, as amended from time to time, for all amounts (including without limitation, judgments, fines, settlement payments, expenses and attorney's fees) incurred or paid by the Employee in connection with any action, suit, investigation or proceeding arising out of or relating to the performance by the Employee of services for, or the acting by the Employee as a director, officer or employee of - 4 - the Employer, or any other person or enterprise at the Employer's request. Upon request of the Employee, all costs and expenses of indemnification required hereunder shall be paid in advance. (b) The Employer shall use its best efforts to obtain and maintain in full force and effect during the Term directors' and officers' liability insurance policies providing full and adequate protection to the Employee for his capacities, provided that the Board of Directors of the Employer shall have no obligation to purchase such insurance if, in its opinion, coverage is available only on unreasonable terms. 7. Stock Options: The Employer hereby grants to the Employee options ------------- (the "Stock Options") to purchase 1,000,000 shares of the common stock of the Employer (the "Options Shares") exercisable over a five-year period from the Effective Date regardless of whether the Employee is working for, or employed by the Employer. Said Stock Options shall be assignable and transferable without any limitations whatsoever. The Employer and Employee hereby agree that as of the date of this Agreement, all 1,000,000 shares shall be and are hereby declared to be vested and immediately exercisable. The exercise price (the "Option Price") for the Option Shares shall be $2.50 per share. The Stock Options shall be exercisable from time to time in whole or in part without affecting the remainder of the Stock Options during the term of the exercisability and any renewal or extension thereof. 7.1 Exercise of Stock Options: Stock Options may be exercised by --------------------------- written notice directed to the Employer or such other person as may be designated by the Employer accompanied by a check payable to the Employer in payment of the option price for the option shares. The Employer shall make immediate delivery of the purchased option shares, fully paid and nonassessable, registered in the name of the Employer subject to a restrictive legend set forth on the purchased Option Shares certificate as follows: The shares of stock represented by this Certificate have not been registered under the Securities Act of 1933, as amended ("Act"), or the securities laws of any other jurisdiction and may not be sold, transferred, pledged, hypothecated or otherwise disposed of in any manner unless they are registered under such Act and the securities laws of any applicable jurisdictions or unless pursuant to an exemption therefrom. 7.2 Reclassification, Consolidation or Merger: If and to the extent ------------------------------------------- that the number of issued and outstanding shares of common stock of the Employer shall be increased or reduced by a change of par value, split-up, reclassification, distribution of a dividend payable in stock, issuance of convertible debentures, - 5 - warrants or similar transactions, the number of shares subject to the Stock Options and the Option Price per share shall be proportionately adjusted to protect the Employee from dilution. If the Employer is reorganized or consolidated or merged with another corporation, the Employee shall be entitled to receive options covering shares of such reorganized, consolidated, or merged company in the same proportion, at an equivalent price, and subject to the same conditions. For purposes of the preceding sentence, the excess of the aggregate fair market value of the shares subject to the option immediately after the reorganization, consolidation or merger over the aggregate option price of such shares shall not be more than the excess of the aggregate fair market value of all shares subject to the Stock Options immediately before such reorganization, consolidation or merger over the aggregate option price of such shares, and the new option or assumption of the old Stock Options shall not give Employee additional benefits which he did not have under the old Stock Options, or deprive him of benefits which he had under the old Stock Options. If there is a purchase of stock of the Employer by a party who is not an affiliate of the Employer that causes a change in control of the Employer (as defined hereinafter), the Employer or purchasing entity shall purchase the Options Shares which have not been registered on the same basis as all other shares. 7.3 Registration Rights: -------------------- a. Demand Registration. At anytime after October 1, 1996, Employee ------------------- shall have the right to make a request of the Employer, in writing (any such request hereinafter referred to as a "Registration Request"), to register under the Securities Act of 1933 (the "Securities Act"), all or any part of the Option Shares as to which the Stock Options were exercised and the Employer shall cause such shares to be registered for sale under the Securities Act as soon as reasonably practicable so as to permit promptly the sale thereof, and, in connection therewith, the Employer shall prepare on such appropriate form as the Employer in its discretion shall determine, a registration statement under the Securities Act to effect such registration and shall file such registration statement with the Securities and Exchange Commission ("Commission") and diligently pursue the declaration of such registration statement as effective. Employee undertakes to provide all such information and materials and take all such action as may be required in order to permit the Employer to comply with all applicable requirements of the Commission and to obtain any desired acceleration of the effective date of such registration statement. Notwithstanding the foregoing, the Employer shall be entitled to postpone for a reasonable period of time, but not in excess of 180 days, the filing of any registration statement otherwise required to be prepared and filed by the Employer pursuant to this Agreement if the Employer is, at such time, conducting or about to conduct an underwritten public offering of equity securities (or securities convertible into equity - 6 - securities) and is advised by its managing underwriter or underwriters that such offering would in its or their reasonable opinion be materially and adversely affected by the registration so requested. b. Piggyback Registrations. If, in the case of any offering of equity ----------------------- securities (or securities convertible into equity securities), within ten days after Employee has been made aware by the Employer of its intention to effect a registration of any of its securities (otherwise than pursuant to Section 6.4.a hereof), the Employee may request and the Employer shall honor Employee's request that any equity securities in the Employer owned by Employee be included in the registration statement. Notwithstanding the foregoing, if the underwriter consents to the inclusion in the registration statement of less than all shares proposed to be offered by selling shareholders, including the Employee, then the amount of shares to be sold for the account of each selling shareholder shall be reduced proportionately in the ratio by which the amount each selling shareholder proposes to sell bears to the total amount of shares which the underwriter will permit to be sold for the account of all selling shareholders. c. Limitations: In connection with any offering of shares registered ----------- pursuant to this Agreement, the Employer (i) shall furnish to Employee such number of copies of any prospectus (including any preliminary prospectus, or supplement) as he may reasonably request in order to effect the offering and sale of the shares to be offered and sold, but only while the Employer shall be required under the provisions hereof to cause the registration statement to remain current for not more than six months, and (ii) take such action as shall be necessary to qualify the shares covered by such registration statement under such blue sky or other state securities laws for offer and sale as Employee shall request; provided, however, that the Employer shall not be obligated to qualify as a foreign corporation to do business under the laws of any jurisdiction in which it shall not then be qualified or to file any general consent to service of process in any jurisdiction in which such a consent has not been previously filed. If requested by the Employer, in connection with a piggyback sale of the Option Shares covered hereunder, Employee shall enter into an underwriting agreement with a managing underwriting or underwriters selected by the Employer and shall enter into an agreement with the Employer containing representations, warranties, indemnities and agreements then customarily included by an issuer or selling shareholder in underwriting agreements with respect to secondary distributions. In connection with any offering of shares registered pursuant to this Agreement, the Employer shall (x) furnish to the underwriters, at the Employer's expense, unlegended certificates representing ownership of the shares being sold in such denominations as requested and (y) instruct any transfer agent and registrar of the - 7 - shares to release any stop transfer order with respect to shares included in any registration becoming effective pursuant to this Agreement. The Employer shall use its best efforts to keep such registration statement current for a period of six months. d. Costs. The Employer shall in all events pay all expenses, fees, and ------ disbursements of any counsel, accountants and other consultants representing the Employer in connection therewith, as well as all underwriting discounts and commissions in connection with the sale of the shares of Employee. 8. Death During Employment: If Employee dies during the Term of this ------------------------- Agreement, the Employer will pay to the Employee's surviving spouse the Base Salary which would otherwise be payable to the Employee for a period of one year after the date in which Employee's death occurred. Furthermore, the Employee's surviving spouse or the Employee's estate, if otherwise provided, shall obtain all rights in vested stock options plus the right to exercise the stock options on 100% of the non-vested stock options, together with the sales rights of such stocks and/or stock options that have been granted to the Employee hereunder. 9. Disability: If Employee suffers from a disability as hereinafter ---------- defined, his employment hereunder may, after notice is hereinafter provided, at the option of the Employer, be deemed terminated. In such event, the Employer will pay the Employee the Base Salary, Bonus, and all fringe benefits otherwise payable to him for a period of two years after the date upon which the Board deems the Employee to be disabled hereunder, and, thereafter, one-half of his Base Salary for the balance of the Term (the "Disability Wage"). The Employer shall have the right, however, to set off against the amount of the Disability Wage payable to the Employee all amounts which may be received by Employee during such period pursuant to the disability insurance provided by the Employer under the provisions of this Agreement. The Employer shall have no further wage obligations to the Employee or to his estate except as otherwise provided in this Agreement. For this purpose, the terms "disability" and "disabled" are defined as Employee's inability for a period of 180 days in a 360 day period to perform his duties under this Agreement. If there is a dispute as to the existence of the Employee's disability, then said dispute shall be submitted to binding arbitration as provided hereafter. 10. Termination of Employment: ------------------------- 10.1 Termination by the Employee: Employee may voluntarily resign at --------------------------- any time upon 60 days prior written notice to the Employer. In such event, and not including circumstances described in Paragraph 12 below, Employee shall be entitled solely to the amounts specified in Section 11.1 of this Agreement. 10.2 Termination by the Employer: Employee's employment --------------------------- - 8 - may be terminated by the Employer at any time, upon notice to Employee, for "Cause." For this purpose, the term "Cause" is defined as: a. Breach. A material violations by Employee of his duties as an ------ employee of the Employer which are demonstrably willful and deliberate on his part and which are not remedied in a reasonable period of time (not to exceed 30 days) after receipt of written notice from the Employer; b. Conviction. A conviction of Employee for a felony crime involving ---------- baseness, vileness, depravity or moral turpitude that would negatively impact on the Employer and/or the Employee's performance hereunder; c. Fraud. The commission or participation of Employee in an act or ----- acts of personal dishonesty intended to result in his personal enrichment at the expense of the Employer which is not remedied in a reasonable period of time after receipt of written notice from the Employer; and d. Chemical Dependency. Dependence by Employee upon an illegal ------------------- substance, including but not limited to, marijuana, cocaine, heroin, and all other illegal substances and/or dependence by Employee upon the use of alcohol, which, in any case, in the opinion of both Employee's family physician and a physician chosen by the Employer, materially impairs Employee's ability to perform his duties hereunder, which dependence is not cured or rehabilitated within six months of receipt of written notice from the Employer to the Employee. Notwithstanding the foregoing, the Employee shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than three quarters (3/4) of the entire membership of the Board (which Board must consist of at least four members at such time, including the Employee), at a meeting of the Board held for the purpose (after at least seven days prior written notice to the Employee and an opportunity for him, together with his counsel, to be heard before said Board), finding that in the good faith opinion of said Board the Employee was guilty of conduct set forth above in subsections (a), (b), (c) or (d) above and specifying the particulars thereof in detail. In the event that the Board shall consist of less than four members, the affirmative vote of at least two-thirds of the entire membership of the Board will be required for purposes of this Section. 10.3 Notice of Termination: Any termination by the Employer pursuant --------------------- to Sections 9 (Disability) or 10.2 (Cause), or by the Employee pursuant to Section 12 (Good Reason), shall be communicated by written Notice of Termination to the other party or parties hereto. For purposes of this Agreement, a "Notice of - 9 - Termination" shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the employment of the Employee under the provision so indicated. 10.4 Date of Termination: For purposes of this Agreement, "Date of --------------------- Termination" shall mean: (i) if this Agreement is terminated for Disability, thirty (30) days after Notice of Termination is given (provided that the Employee shall not have returned to the performance of his duties on a full-time basis during such thirty (30) day period); (ii) if the Employee's employment is terminated under Section 12 (Good Reason) below, the date specified in the Notice of Termination; and (iii) if the Employee's employment is terminated for any other reason, the date of which a Notice of Termination is given; provided that if within thirty (30) days after any Notice of Termination is given the party or parties receiving such Notice of Termination notifies the other party or parties that a dispute exists concerning the termination, the Date of Termination shall be the date on which the dispute is finally determined by a binding and final arbitration award or by a final judgment, order or decree of a court of competent jurisdiction (the time for appeal therefrom having expired and no appeal having been perfected); provided, however, that the Employee's action is finally adjudicated or arbitrated in his favor and against the Employer or that the Employee's action is settled by written agreement of the parties in the Employee's favor. 11. Payments Upon Termination: ------------------------- 11.1. Termination by the Employer for Cause, Resignation or by Mutual --------------------------------------------------------------- Agreement. If Employee and the Employer mutually agree to the termination of - --------- this Agreement, if Employee voluntarily resigns, except as provided in Paragraph 12 below, or if Employee is terminated by the Employer for Cause, then Employee shall be entitled only to a pro rata portion of the Base Salary, a Bonus which has accrued through the date of termination together with accrued vacation to such date, all Stock Options available under this Agreement, and all applicable reimbursements from the Employer due under Paragraph 5 hereof. - 10 - 11.2. Termination for Reasons other than Termination by the Employer -------------------------------------------------------------- for Cause, Resignation, Mutual Agreement, Death or Disability. For any form of - ------------------------------------------------------------- termination other than that described in the preceding section or in sections 8 or 9, including if the Employee shall terminate his employment for Good Reason, as herein defined, or if the Employer shall terminate the Employee without Cause, but only if the Employee, as a Director of the Employer, shall have voted to oppose the termination, then the Employer shall pay the Employee the following amounts: (i) The Employee's full Base Salary (and any annual increases and Bonus) through the Date of Termination at the rate in effect at the time Notice of Termination is given. (ii) A lump sum payment of Five Hundred Thousand ($500,000) Dollars. (iii) All Option Shares shall be exercisable for a period of five years from the Date of Termination. (iv) The Employer shall also pay all indemnity payments and all legal fees and expenses incurred by the Employee as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement). The Employee shall not be required to mitigate the amount of any payment provided for in this Section 11.2 by seeking other employment or otherwise. 12. Good Reason: The Employee may terminate his employment for Good Reason. ----------- For purposes of this Agreement "Good Reason" shall mean: (i) without the express written consent of Employee, the assignment to him of any duties grossly inconsistent with his positions, duties, responsibilities and status with the Employer, or a change in his reporting responsibilities, titles, or offices, or any removal of him from or any failure to re-elect him to any of such positions, except because of the termination of his employment for Cause, Disability or Death; (ii) a reduction by the Employer in his Base Salary as in effect on the date hereof, or as the same may be increased from time to time; or the failure by the Employer to increase such Base Salary each year as provided for in this Agreement; - 11 - (iii) the failure by the Employer to continue in effect any Employer-sponsored benefit or compensation plan, pension plan, life insurance plan, medical and dental plan, personal accident plan or disability plan in which the Employee is participating (or plans providing him with substantially similar benefits), the taking of any action by the Employer which would adversely affect his participation in or materially reduce his benefits under any of such plans or deprive him of any material fringe benefit enjoyed by him, or the failure by the Employer to make any of the payments called for in Section 5 hereof; (iv) the failure of the Employer to obtain the assumption of an agreement to perform this Agreement by any successor as contemplated in Section 18 below; (v) a "Change in Control" of the Employer as defined in Section 13 below; or (vi) the purported termination of the Employee's employment which is not effected pursuant to a Notice of Termination satisfying the requirements subparagraph (f) below, and for purposes of this Agreement, no such purported termination shall be effective. 13. Change in Control: ----------------- (a) For purposes of this Agreement, a "change in control of the Employer" shall mean a change in control of the nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended ("Exchange Act"); provided that, without limitation, such a change of control also shall be deemed to have occurred: (i) if any "person" (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act) is or become the beneficial owner, directly or indirectly by acquisition, or otherwise, or securities of the Employer representing twenty-five (25%) percent or more of the combined voting power of the Employer's then outstanding securities; or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of - 12 - Directors of the Employer cease for any reason to constitute at least a majority thereof, unless the election or the nomination for election by the Employer's shareholders, of each new director, was approved by a vote of at least three-fourths (3/4) of the directors then still in office who were directors at the beginning of the period. (b) If any of the events described in this Section 13 hereof constituting a change in control of the Employer shall have occurred, the Employee shall be entitled to the benefits provided in Section 11.2. 14. Reporting Obligation: The Employer and the Employee hereby agree that -------------------- the Employee shall only be responsible to, and shall be required to report only to, the Employer's Board. 15. Future Inventions: The Employee shall assign and convey, to the ------------------ Employer, and hereby does assign and convey to the Employer, and the Employer hereby accepts, all of the Employee's right, title and interest in and to all Future Inventions made or conceived during the Term of this Agreement, and the Employee hereby agrees that he shall, without the payment of royalty or any other consideration to him therefor: (a) Inform the Employer promptly and fully of each such Future Invention by a written report satisfactory to the Employer; (b) Apply, at the Employer's request and expense, for United States and foreign letters patent, copyright, trademark or service mark, as the case may be, either in the Employee's name or otherwise as the Employer shall direct; (c) Assign and convey to the Employer, and he hereby does assign and convey to the Employer, all of his right, title and interest in and to applications for United States and foreign letters patent, copyrights, trademarks and service marks and to any letters patent, copyrights, trademarks and service marks which may be issued upon any such Future Invention; (d) Deliver promptly to the Employer, without charge to the Employer but at its expense, such written instruments, and do such other acts, as may be reasonably necessary, in the opinion of the Employer, to obtain and maintain United States and foreign letters patent, copyrights, trademarks or service marks on each such Future Invention and to vest the Employee's entire right, title and interest thereto in the Employer; and (e) Grant to the Employer, and he hereby does grant to the Employer, prior to any further assignment of the Employee's - 13 - right, title and interest to the Employer in any Future Invention as required above, the royalty-free right to use in its business, and to make, have made, use and sell products, processes, services, writings and marks based upon or related to such Future Invention made or conceived by the Employee. As used herein, Future Invention shall mean all inventions, discoveries, ideas, concepts, designs and improvements of any sort, whether patentable, copyrightable or not, relating in any way to the business of the Employer, which the Employee may, during the term of this Agreement, conceive or invent, whether alone or jointly with others, and whether during business hours or thereafter, and such term includes all "know-how" and Technical Data relating to the foregoing, and all letters patent and copyrights of the United States or any other country which may be issued in connection with the foregoing. Technical Data shall mean all written, printed and other tangible materials embodying or containing Know-how, and includes, without limiting the generality of the foregoing, all correspondence, designs, processes, source codes, object codes, engineering sketches, drawings and tracings, specifications and engineering data, reporting formats, memoranda, notebooks, and all copies thereof, together with all models and prototypes of every description. 16. Confidentiality: ---------------- (a) During the Term of this Agreement and at all times thereafter, the Employee will not use Secret or Confidential Information for his own benefit or for the benefit of any person or legal entity other than the Employer, nor will he disclose the same to any other person or legal entity, except as required to conduct the business of the Employer in the ordinary course. (b) Except with the prior written approval of the Employer, or except as required to conduct the business of the Employer in the ordinary course, the Employee will not, at any time, directly or indirectly, use, disseminate, disclose, lecture upon, or publish articles concerning, any Secret or Confidential Information. (c) Upon the termination of his employment with the Employer, all documents, records, notebooks and similar repositories of, or containing, Secret or Confidential Information, including any copies thereof, then in the Employee's possession, or under his control, whether prepared by him or others, will be left with or immediately returned to the Employer by the Employee. As used herein, Secret or Confidential Information shall mean any ideas or any compilations of information kept or which shall hereafter be kept confidential by the Employer in the operation of its business or the conduct of its research and which are not in the public domain, and which give or can give to the Employer an - 14 - advantage over its competitors, including, by way of illustration but not limitation: source codes, object codes, engineering and other sketches, drawings and tracings, specifications, engineering data, memoranda, designs, sources of supplies and materials, cost and financial data, processes, production machines and equipment, procedures, customer lists, marketing plans and business forecasts, together with all Know-how and Technical Data relating thereto. 17. Non-Compete: The Employee agrees that, during the Term of this ----------- Agreement and during the period of three (3) years following the termination of his employment with the Employer, he will not, without the written approval of the Employer, directly or indirectly, under any circumstances whatsoever, own, manage, operate, engage in, control or participate in the ownership, management, operation or control of, or be connected in any manner, whether as in individual, partner, stockholder, director, officer, principal, agent, employee or consultant, or in any other relation or capacity whatsoever, with any Competing Organization, and will not in any such manner, compete with or solicit or call on any Customer of the Employer, wherever located, who was a Customer of the Employer at any time during the period one year prior to the termination of the Employee's employment with the Employer, for the purpose Of inducing such Customer to purchase or lease a Competing Product. Notwithstanding the foregoing, nothing contained in this paragraph shall restrict the Employee from making any investment in any company, so long as such investment consists of no more than five percent (5%) of any class of equity securities of a company whose securities are traded on a national securities exchange or in the over-the- counter market. As used herein Competing Organization shall mean, to the best of the Employee's knowledge, any person or legal entity engaged in, about to engage in, or intending to engage in, research on, or development, use, production, marketing or selling of, a Competing Product in or outside of the United States of America; Competing Product shall mean any process, service or product of any person or legal entity other than the Employer, or a parent, subsidiary or affiliate of the Employer, in existence or under development, which during the Term of this Agreement, competes with or is an alternative to any present or planned future process, service or product of the Employer, whether or not actively marketed by the Employer; and Customer shall mean any individual, firm, partnership, corporation, company, joint venture or governmental or military unit or any other entity or any parent, subsidiary or affiliate of any of them which is negotiating or has a contract with the Employer for the purchase, sale or lease of the Employer's equipment, products or services or which has been solicited by the Employer with respect to such purchase or lease during the Employee's employment with the Employer. 18. Non-Interference: The Employee will not, for a period of two (2) years ---------------- following the termination of the Employee's - 15 - employment, directly or indirectly, employ, hire; solicit or, in any manner, encourage any employee of the Employer to leave the employ of the Employer. 19. Injunctive Relief: In addition to any other rights or remedies ----------------- available to the Employer as a result of any breach by the Employee of his obligations under this Agreement, the Employer shall be entitled to enforcement of such obligations by an injunction or a decree of specific performance from a court with appropriate jurisdiction, and in the event that the Employer is successful in any suit or proceeding brought or instituted by the Employer to enforce any of the provisions of this Agreement, or on account of any damages sustained by the Employer by reason of the violation by the Employee of any of the terms of this Agreement to be performed by the Employee, the Employee agrees to pay to the Employer all attorneys' fees reasonably incurred by the Employer. 20. Withholding: The Employee hereby agrees that he will make such ----------- arrangements as the Employer may deem necessary to discharge any obligations of the Employer to withhold Federal, state or local taxes imposed upon the Employer in respect of this Agreement. 21. Notices: Any notice, request, demand, offer, payment or communication ------- required or permitted to be given by any provision of this Agreement shall be deemed to have been delivered and given for all purposes if written, and (1) if delivered personally or by courier or delivery service to the address set forth below at the time of such delivery, (b) if sent by registered or certified United States mail, postage and charges prepaid, addressed to the intended recipient, at the address specified above, effective upon receipt or refusal. Any party may change the address to which notices are to be mailed by giving five (5) days prior notice as provided herein to all other parties. Commencing on the day after the receipt or refusal of such notice, such newly designated address shall be such person's address for purposes of all notices or other communications required or permitted to be given pursuant to this Agreement. 22. Successors: ---------- (a) The Employer will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Employer, by agreement in form and substance satisfactory to the Employee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Employer would be required to perform it if no such succession had taken place. Failure to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Employee to compensation from the Employer in the same amount and on the same terms as he would - 16 - be entitled hereunder if the Employee had terminated his employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. As used in this section, "Employer" shall mean the Employer as hereinbefore defined, and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 18 or which otherwise becomes bound by all the terms and provisions of the Agreement by operation of law. 23. Construction of Agreement: ------------------------- 23.1. New Jersey Law. This Agreement shall be governed by and ----------------- construed and enforced in accordance with the laws of the State of New Jersey, and all of its provisions shall be administered according to and it validity shall be determined under the laws of the State of New Jersey without reference to Florida law provisions regarding conflicts of law. 23.2. Gender and Number. Whenever appropriate, references in this -------------------- Agreement in any gender shall be construed to include all other genders, references in the singular shall be construed to include the plural, and references in the plural shall be construed to include the singular, unless the context clearly indicates to the contrary. 23.3. Certain Words. The words "hereof", "herein", "hereunder", and -------------- other similar compounds of the word "here" shall mean and refer to the entire Agreement and not to any particular article, provision or paragraph unless so required by this Agreement. 23.4. Captions. Section and paragraph headings, titles or captions ---------- contained in this Agreement are inserted only as a matter of convenience and/or reference, and they shall in no way be construed as limiting, extending, defining or describing either the scope or intent of this Agreement or any provision hereof. 23.5. Counterparts. This Agreement may be executed in one or more ------------- counterparts, and any such counterpart shall, for all purposes, be deemed an original, but all such counterparts together shall constitute but one and the same instrument. 23.6. Severability. The invalidity or unenforceability of any -------------- provision hereunder (or any portion of such a provision) shall not affect the validity or enforceability of the remaining provisions (or remaining portions of such provisions) of this Agreement. 24. Miscellaneous: ------------- 24.1. Entire Agreement. This Agreement constitutes the ------------------ - 17 - entire agreement among the parties pertaining to the subject matter hereof, and supersedes and revokes any and all prior or existing agreements, written or oral, relating to the subject matter hereof, and this Agreement shall be solely determinative of the matters addressed herein. 24.2. Waiver. Either the Employer or Employee may, at any time or ------- times, waive (in whole or in part) any rights or privileges to which he or it may be entitled hereunder. However, no waiver by any party of any condition or of the breach of any term, covenant, representation or warranty contained in this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such condition or breach in other instances, or as a waiver of any other condition or of any breach of any other terms, covenants, representations of warranties contained in this Agreement, and no waiver shall be effective unless it is in writing and signed by the waiving party. 24.3. Attorney's Fees. If either party shall be required to retain the --------------- services of an attorney to enforce any of his or its rights hereunder, the prevailing party shall be entitled to receive from the other party all costs and expenses including (but not limited to) court costs and attorney's fees (whether in a court of original jurisdiction or one or more courts of appellate jurisdiction), incurred by him or it in connection therewith. 24.4. Venue. Any litigation arising hereunder shall be instituted only ----- in Bergen County, New Jersey, the place where this Agreement was executed, and all parties hereto agree that venue shall be proper in said county for all such legal or equitable proceedings. 24.5. Assignment. The rights and obligations of the parties under this ---------- Agreement shall inure to the benefit of and shall be binding upon their successors, assigns, and/or other legal representatives. This Agreement shall not be assignable by the Employer, except as provided herein by Employee. The services of Employee are personal and his obligations may not be delegated by him except as otherwise provided herein. 24.6. Amendment. This Agreement may not be amended, modified, --------- superseded or canceled, and any of the matters, covenants, representations, warranties or conditions hereof may not be waived, except by a written instrument executed by the Employer and the Employee or, in the case of a waiver, by the party to be charged with such waiver. 24.7. Arbitration. Any controversy or claim arising out of or relating ----------- to this Agreement, or the breach thereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association with the American Arbitration Association, Bergen County, New Jersey, and - 18 - judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction over the parties. The dispute will be resolved by a panel of three arbitrators if the dollar amount in question that is being arbitrated exceeds $100,000. IN WITNESS WHEREOF, the Employer and Employee have caused this Agreement to be executed on the day and year first above written. WITNESSES: "Employer" COMPOST AMERICA HOLDING COMPANY INC., a New Jersey corporation /s/ By: /s/ Robert E. Wortmann - ----------------------------------- -------------------------------------- Robert E. Wortmann, Secretary "Employee" /s/ /s/ ROGER E. TUTTLE - ----------------------------------- -------------------------------------- ROGER E. TUTTLE - 19 - EX-23.1 3 EXHIBIT 23.1 [ZELLER WEISS & KAHN LETTERHEAD] CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the inclusion in this registration statement on Form S-1 (File No.333-1592) of our report dated February 9, 1996, except for note 11(F) as to which the date is April 22, 1996, on our audits of the financial statements and financial statement schedules of Compost America Molding Company, Inc. We also consent to the reference to our firm under the caption "Experts". /s/Zeller Weiss & Kahn Zeller Weiss & Kahn Moutainside, New Jersey June 3, 1996 -----END PRIVACY-ENHANCED MESSAGE----- \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001008914_cf-i_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001008914_cf-i_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..f1c09e7a68dd6a885699dcded5c7389abf4d2df8 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001008914_cf-i_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters in connection with the Notes offered hereby will be passed upon for the Company by Stoel Rives LLP and Schwabe, Williamson & Wyatt, Portland, Oregon and, as to certain matters of California law, Heller, Ehrman, White & McAuliffe, San Francisco, California, and, as to certain matters of Colorado law, Holme Roberts & Owen LLC, Denver, Colorado. Brown & Wood, San Francisco, California, will act as counsel for the Underwriters. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001009480_target_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001009480_target_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..86a6dcb13e123f4478e830f1390fe77e9103b8cd --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001009480_target_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The legality of the securities offered hereby will be passed upon for the Company by Ferber Greilsheimer Chan & Essner, New York, New York. Graubard Mollen & Miller, New York, New York, has acted as counsel for the Underwriter in connection with the Offering. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001009869_craig_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001009869_craig_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..e5f0cdfa677bea1b0f5de1d2d4b50c62a3a15d8d --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001009869_craig_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The legality of the Common Stock being offered hereby will be passed upon for the Company by Keesal, Young & Logan, P.C., Long Beach, California. Certain legal matters will be passed upon for the Underwriters by Jeffer, Mangels, Butler and Marmaro LLP, Los Angeles, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001010612_sykes_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001010612_sykes_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..e69d2f0aa17ec03d958fb3d5845631b2c46f97dd --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001010612_sykes_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the shares of Common Stock offered hereby will be passed upon for the Company and the Selling Shareholders by Foley & Lardner, Tampa, Florida. Attorneys in the firm of Foley & Lardner representing the Company in connection with this offering beneficially own approximately 1,000 shares of Common Stock. Certain legal matters in connection with the sale of the Common Stock offered hereby will be passed upon for the Underwriters by Holland & Knight (a partnership including professional corporations), Tampa, Florida. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001010677_netmoves_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001010677_netmoves_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..7a7bc86b0b156be339c7327d47cadf334351e3f0 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001010677_netmoves_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Brobeck, Phleger & Harrison LLP, New York, New York. A member of Brobeck, Phleger & Harrison LLP is the beneficial owner of 6,199 shares of Common Stock. Certain legal matters in connection with the offering will be passed upon for the Underwriters by Testa, Hurwitz & Thibeault, LLP, Boston, Massachusetts. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001011221_peoples_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001011221_peoples_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..102b41381eed921b6e5fb40bf841c47cb11f0dcd --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001011221_peoples_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters pertaining to the Common Shares and the federal and Ohio tax consequences of the Conversion will be passed upon for Peoples Federal by Vorys, Sater, Seymour and Pease, 221 E. Fourth Street, Cincinnati, Ohio 45202. The validity of the Common Shares to be issued in connection with the Conversion will be passed upon for McDonald & Company and Trident by their counsel, Muldoon, Murphy & Faucette, 5101 Wisconsin Avenue, N.W., Washington, D.C. 20016. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001011290_99-cents_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001011290_99-cents_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..b9008bd570d4f37ef709a559631615cfe6214f17 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001011290_99-cents_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Counsel for the Company, Troop Meisinger Steuber & Pasich, LLP, Los Angeles, California, has rendered an opinion to the effect that the Common Stock offered by the Company upon sale will be duly and validly issued, fully paid and non-assessable. Riordan & McKinzie, Los Angeles, California, is acting as counsel to the Underwriters in connection with certain legal matters relating to this offering. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001011449_suburban_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001011449_suburban_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..afeb0d98b7f109e5903e2055dc20ac6c4c02cf4b --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001011449_suburban_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Kilpatrick & Cody, Atlanta, Georgia. As of November 20, 1996, 2,767 shares of Common Stock of the Company were owned by attorneys with Kilpatrick & Cody, the Company's corporate counsel. The validity of the shares of Common Stock offered hereby will be passed upon for the Underwriters by King & Spalding, Atlanta, Georgia. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001011693_harborside_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001011693_harborside_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..fec419e73e7349f30cb303a834d71adf7db54493 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001011693_harborside_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Paul, Weiss, Rifkind, Wharton & Garrison, New York, New York. Certain legal matters will be passed upon for the Underwriters by Stroock & Stroock & Lavan, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001011696_airnet_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001011696_airnet_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..9170467802702867250d4ee348e62600a487fa86 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001011696_airnet_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Shares offered hereby will be passed upon for the Company by Vorys, Sater, Seymour and Pease, Columbus, Ohio, and for the Underwriters by Gibson, Dunn & Crutcher LLP, New York, New York. Russell M. Gertmenian, a partner in Vorys, Sater, Seymour and Pease, has agreed to serve as a director of the Company upon the closing of the Offering. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001012099_teleport_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001012099_teleport_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..3bfa75f541ecafb038eef4c12615a8ee824ba09d --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001012099_teleport_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The legality of the Class A Common Stock offered hereby and certain other legal matters will be passed upon for TCG by Dow, Lohnes & Albertson, a Professional Limited Liability Company, Washington, D.C., and for the Underwriters by Shearman & Sterling, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001012466_bigmar-inc_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001012466_bigmar-inc_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..a859749f43b486543fcb17b372a20bd2349c3b2d --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001012466_bigmar-inc_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Rubin Baum Levin Constant & Friedman, New York, NY. Rubin Baum Levin Constant & Friedman serves as general counsel to Protyde. Irwin M. Rosenthal, a partner of Rubin Baum Levin Constant & Friedman, is a director and principal stockholder of Protyde. Other partners or attorneys associated with Rubin Baum Levin Constant & Friedman are stockholders of Protyde. From time to time, Rubin Baum Levin Constant & Friedman has acted as counsel for the Representative in connection with other public offerings. The statements related to United States regulatory matters have been passed upon by Hyman, Phelps & McNamara, P.C., Washington, D.C. The statements related to Swiss matters have been passed upon by Wenger Mathys Plattner, Basel, Switzerland. Wenger Mathys Plattner is acting as special counsel to the Company and the Underwriters in connection with the Offering. Certain United States legal matters will be passed upon for the Underwriters by Baer Marks & Upham LLP, New York, NY. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001012482_netopia_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001012482_netopia_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..ee030abb9b0a4a19b60f1d60d31a97f70eedbe0e --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001012482_netopia_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, Palo Alto, California. Pillsbury Madison & Sutro LLP, Menlo Park, California, is acting as counsel for the Underwriters in connection with certain legal matters relating to the shares of Common Stock offered hereby. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001012710_karrington_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001012710_karrington_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..2276c7cf11477e3aa1b1690e2fdac79c691cc7ce --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001012710_karrington_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Shares offered hereby will be passed upon for the Company and the Selling Shareholder by Vorys, Sater, Seymour and Pease, Columbus, Ohio, and for the Underwriters by Dewey Ballantine, New York, New York. As to matters governed by Ohio law, Dewey Ballantine will rely upon the opinion of Vorys, Sater, Seymour and Pease. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001012956_advancepcs_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001012956_advancepcs_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..5669572265825d2c3449c01792b030daad7fba8e --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001012956_advancepcs_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock being offered hereby will be passed upon for the Company by Akin, Gump, Strauss, Hauer & Feld, L.L.P. Certain legal matters in connection with this Offering will be passed upon for the Underwriters by Brobeck, Phleger & Harrison LLP, Austin, Texas. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001013036_drilex_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001013036_drilex_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..5daf1e8f7067ddceb0312f249ce43bd859f68aea --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001013036_drilex_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters in connection with the shares of Common Stock offered hereby are being passed upon for the Company by Baker & Botts, L.L.P., Houston, Texas, and for the Underwriters by Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P., Houston, Texas. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001013273_compressan_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001013273_compressan_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..c175d95fd4e454c034bd5b55b857b1decc3ed5ec --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001013273_compressan_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the securities offered hereby is being passed upon for the Company by Joel Bernstein, 9701 Biscayne Boulevard, Miami, Florida. Mr. Bernstein is the owner of 50,000 shares of the Company's Common Stock. Certain legal matters will be passed upon for the Underwriter by David A. Carter, P.A., 355 West Palmetto Park Road, Boca Raton, Florida 33432. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001013608_tv-filme_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001013608_tv-filme_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..76fdb6a0698b01099d135aebe3f140bb6126b514 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001013608_tv-filme_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby and certain legal matters will be passed upon for the Company by Schulte Roth & Zabel, New York, New York. Certain Brazilian legal matters will be passed upon for the Company by Tozzini, Freire, Teixeira e Silva Advogados, Sao Paulo, Brazil. Schulte Roth & Zabel will rely, without independent investigation, upon Tozzini, Freire, Teixeira e Silva Advogados with respect to all matters of Brazilian law. Willkie Farr & Gallagher, New York, New York and Barbosa & Mussnich, Rio de Janeiro, Brazil, have acted as counsel for the Underwriters in connection with this offering. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001013615_walb-tv_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001013615_walb-tv_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..11364de52bf82c970956f84f3d2eafbc84364b9c --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001013615_walb-tv_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Notes offered hereby will be passed upon for the Company by Proskauer Rose Goetz & Mendelsohn LLP, New York, New York. Certain legal matters in connection with the offering made hereby will be passed upon for the Underwriters by Cahill Gordon & Reindel (a partnership including a professional corporation), New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001013618_gray_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001013618_gray_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..11364de52bf82c970956f84f3d2eafbc84364b9c --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001013618_gray_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Notes offered hereby will be passed upon for the Company by Proskauer Rose Goetz & Mendelsohn LLP, New York, New York. Certain legal matters in connection with the offering made hereby will be passed upon for the Underwriters by Cahill Gordon & Reindel (a partnership including a professional corporation), New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001013620_wrdw-tv_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001013620_wrdw-tv_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..11364de52bf82c970956f84f3d2eafbc84364b9c --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001013620_wrdw-tv_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Notes offered hereby will be passed upon for the Company by Proskauer Rose Goetz & Mendelsohn LLP, New York, New York. Certain legal matters in connection with the offering made hereby will be passed upon for the Underwriters by Cahill Gordon & Reindel (a partnership including a professional corporation), New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001013693_bresnan_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001013693_bresnan_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..ac683ba22fffab077b3dbaba6749b6307862c128 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001013693_bresnan_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The legality of the Notes offered hereby and certain other matters will be passed upon for the Issuers by Paul, Hastings, Janofsky & Walker, New York, New York. Certain legal matters with respect to the Offerings will be passed upon for the Underwriters by Cravath, Swaine & Moore, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001013786_zones-inc_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001013786_zones-inc_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..68490b0cfb7314df0da668a50fa7ba6aa7c63dcf --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001013786_zones-inc_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock being offered hereby will be passed upon for the Company by Graham & James LLP, Seattle, Washington. John M. Steel, a principal of this firm, holds an option to acquire 7,500 shares of Common Stock for $1,275. Certain legal matters in connection with the offering will be passed upon for the Underwriters by Orrick, Herrington & Sutcliffe, San Francisco, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001014041_sri_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001014041_sri_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..5e5b66ae434dc9512a4ce25643c8bbe2edced6db --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001014041_sri_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the Common Stock offered pursuant to this Prospectus will be passed upon for the Company by Glenn Rasmussen & Fogarty, P.A., Tampa, Florida. Certain legal matters in connection with the sale of the Common Stock offered hereby will be passed upon for the Underwriters by Holland & Knight, Tampa, Florida. A shareholder of Glenn Rasmussen & Fogarty, P.A. beneficially owns 19,827 shares of Common Stock of the Company. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001014210_experian_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001014210_experian_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..e22a4f0ca481cdf9c0c5c018c6e9d1dd3523fa9c --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001014210_experian_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Notes will be passed upon for the Company by Ropes & Gray, Boston, Massachusetts, who have acted as counsel to the Company in connection with the Offering. Certain legal matters regarding the Notes will be passed upon for the Underwriters by Cahill Gordon & Reindel (a partnership including a professional corporation), New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001014720_harveys-l_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001014720_harveys-l_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..cd66764a4b5629e1ef7b858674e516889d9e44eb --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001014720_harveys-l_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain matters with respect to the legality of the issuance of the Notes offered hereby are being passed upon for the Company by Milbank, Tweed, Hadley & McCloy, Los Angeles, California, and Scarpello & Alling, Ltd., Stateline, Nevada. Ronald D. Alling, a partner of Scarpello & Alling, Ltd., owns 7,300 shares of Common Stock of the Company. Certain matters with respect to the legality of the issuance of the Notes offered hereby are being passed upon for the Underwriters by Davis Polk & Wardwell, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001014920_optika-inc_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001014920_optika-inc_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..481a67bc6a127fbd0affbb8c86ad0f8968378bc6 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001014920_optika-inc_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company and the Selling Stockholders by Brobeck, Phleger & Harrison LLP, in Denver, Colorado and Palo Alto, California. A member of the firm of Brobeck, Phleger & Harrison LLP owns 3,452 shares of Common Stock of the Company. Certain legal matters in connection with the offering will be passed upon for the Underwriters by Sachnoff & Weaver, Ltd., Chicago, Illinois. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001014959_index_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001014959_index_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..b5bc73180cdebf6c3da56c3dd27af81a8306baf0 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001014959_index_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Schneck Weltman Hashmall & Mischel LLP, New York, New York. Partners of the firm beneficially own in the aggregate 9,930 shares of the Company's Common Stock. Certain legal matters in connection with this Offering will be passed upon for the Underwriters by Fulbright & Jaworski L.L.P. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001015298_alyn-corp_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001015298_alyn-corp_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..1469be5b224b3737ce04fbcf32bb7ae033036ef7 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001015298_alyn-corp_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Battle Fowler LLP, New York, New York, certain legal matters concerning United States patent laws will be passed upon for the Company by Cooper & Dunham LLP, New York, New York, and certain legal matters in connection with this offering will be passed upon for the Underwriters by Latham & Watkins, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001015604_healthcor_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001015604_healthcor_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..8d251d5177e24bf132150d48f45bf211c094bc94 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001015604_healthcor_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Vinson & Elkins L.L.P., Dallas, Texas. Certain legal matters will be passed on for the Underwriters by Akin, Gump, Strauss, Hauer and Feld, L.L.P., Dallas, Texas. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001015665_leapnet_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001015665_leapnet_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..f9321117d7c34146e6659ff03705b8f11f28f930 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001015665_leapnet_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The legality of the issuance of the shares of Common Stock being offered hereby will be passed upon for the Company and the Selling Stockholders by Katten Muchin & Zavis, a partnership including professional corporations, Chicago, Illinois. Certain legal matters will be passed upon for the Underwriters by Testa, Hurwitz & Thibeault, LLP, Boston, Massachusetts. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001015868_tl_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001015868_tl_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..19a6622d83e0fcd968c624b75176d7242d40f7cd --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001015868_tl_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares offered hereby will be passed upon for the Company by Kramer, Levin, Naftalis & Frankel, New York, New York. Certain legal matters will be passed upon for the Underwriters by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001016155_cemax_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001016155_cemax_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..3a36d18294fa45a89d4b2336818b6cc3cf16af14 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001016155_cemax_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Wilson Sonsini Goodrich & Rosati, Palo Alto, California. Certain legal matters in connection with this offering will be passed upon for the Underwriters by Cooley Godward Castro Huddleson & Tatum Palo Alto, California. As of the date of this Prospectus, attorneys of Wilson Sonsini Goodrich & Rosati beneficially own 163 shares and hold an option to purchase 4,255 shares of Common Stock of the Company. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001016370_golden_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001016370_golden_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..543fb1ac6f62dae1377aba4c35db5bb94cce4a7e --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001016370_golden_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Class A Common Stock being offered hereby and certain other legal matters will be passed upon for the Company by Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A., Miami, Florida. Certain legal matters will be passed upon for the Underwriters by Fried, Frank, Harris, Shriver & Jacobson (a partnership, including professional corporations), New York, New York. Fried, Frank, Harris, Shriver & Jacobson will rely on the opinion of Stearns Weaver Miller Weissler Alhadeff & Sitterson P.A. as to matters relating to Florida law. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001016558_kapson_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001016558_kapson_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..8ee42d771f9de32d35f983db8acb93f12c12ccc1 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001016558_kapson_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby is being passed upon for the Company by Proskauer Rose Goetz & Mendelsohn LLP, New York. Certain legal matters in connection with the Offering are being passed upon for the Underwriters by Cleary, Gottlieb, Steen & Hamilton, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001017047_rockshox_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001017047_rockshox_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..0c46e290ddb0c0ad0e5c74ddc5347d59e2f41a6a --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001017047_rockshox_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the Common Stock have been passed upon for the Company by Skadden, Arps, Slate, Meagher & Flom, Los Angeles, California, and have been passed upon for the Underwriters by Latham & Watkins, San Francisco, California. Skadden, Arps, Slate, Meagher & Flom has from time to time represented certain of the Underwriters in connection with unrelated legal matters. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001017102_poppe_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001017102_poppe_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..b0c794403a329657eb7edcafe74bc77921a8590b --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001017102_poppe_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock will be passed upon for the Company by Loeb & Loeb LLP, New York, New York. Loeb & Loeb LLP has represented, and may continue to represent, BJK&E and certain of its affiliates (including the Company) in connection with certain legal matters. Certain legal matters in connection with the sale of the shares of Common Stock offered hereby will be passed upon for the Underwriters by Testa, Hurwitz & Thibeault, LLP, Boston, Massachusetts. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001017172_authorize_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001017172_authorize_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..6c52dd87f7b1ee0ec6a24e1f3a778fb1c4286abd --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001017172_authorize_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares offered hereby and certain other legal matters will be passed upon for the Company and the Selling Stockholders by Foley, Hoag & Eliot llp, Boston, Massachusetts. Certain legal matters will be passed upon for the Underwriters by Testa, Hurwitz & Thibeault, llp, Boston, Massachusetts. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001017292_biosense_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001017292_biosense_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..c86b48212010f52a52a05eb5bb904926c198e7cc --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001017292_biosense_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Latham & Watkins, New York, New York. Certain legal matters will be passed upon for the Underwriters by Skadden, Arps, Slate, Meagher & Flom, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001017483_northwater_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001017483_northwater_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..128bced4d0a53b84a67ca4f5ee32db440e3d7f93 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001017483_northwater_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Legal matters in connection with this Offering including the validity of the Shares, offered hereby will be passed upon for the Company by Leonard E. Neilson, Attorney at Law, P.C., 1121 East 3900 South, Suite C-200, Salt Lake City, Utah 84124. Mr. Neilson is also the beneficial owner of 7,000 shares of the Company's Common Stock, and 5,000 stock purchase warrants entitling him to purchase up to 5,000 shares of Common Stock at the purchase price of $2.50 per share prior to May 31, 1999. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001017526_ace-comm_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001017526_ace-comm_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..3f4d924b029210afc3b1508c15a98d86d8c9bda6 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001017526_ace-comm_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by its counsel, Venable, Baetjer and Howard, LLP, Baltimore, Maryland. Certain legal matters in connection with this offering will be passed upon for the Underwriters by Stroock & Stroock & Lavan, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001017657_infinity_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001017657_infinity_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..b60d53cf76946513d3a47f1f84cdd4f6f8d50773 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001017657_infinity_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Morrison & Foerster LLP, Palo Alto, California. Michael C. Phillips, a partner at Morrison & Foerster LLP, is Secretary of the Company and owns 15,000 shares of Common Stock of the Company. Certain U.S. legal matters in connection with the Offerings will be passed upon for the U.S. Underwriters and the International Underwriters by Venture Law Group, A Professional Corporation, Menlo Park, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001017741_interact_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001017741_interact_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..97f95c8aae280e1779a24538b9998d774c6f9c72 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001017741_interact_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Brobeck, Phleger & Harrison LLP, San Diego, California. Certain legal matters in connection with this Offering will be passed upon for the Underwriters by Camhy Karlinsky & Stein LLP, New York, New York. Various portions of the statements in this Prospectus under the captions "Risk Factors--Patents and Proprietary Technology," and "Business--Patents and Proprietary Rights" and other references to intellectual property have been reviewed and approved by various firms. These include Crutsinger & Booth of Dallas, Texas, Pandisico & Pandisico of Waltham, Massachusetts and Finnegan, Henderson, Farabow, Garrett & Dunner, L.L.P. of Washington, D.C. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001017815_qep-co-inc_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001017815_qep-co-inc_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..ccd6a5a8d93943560c2af60c61ea6ea0af8f5dd8 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001017815_qep-co-inc_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon by Berliner Zisser Walter & Gallegos, P.C., Denver, Colorado. A partner of such firm holds options to acquire 6,000 shares of Common Stock of the Company. Berliner Zisser Walter & Gallegos, P.C. has represented the Representative from time to time in other matters. Certain legal matters will be passed upon for the Underwriters by O'Melveny & Myers LLP, Newport Beach, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001017916_frd_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001017916_frd_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..24a5ac2a8dbe08911c20d46c8493f637b134fb61 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001017916_frd_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The legality of the Notes offered hereby will be passed upon for the Company by Latham & Watkins, Los Angeles, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001018156_milestone_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001018156_milestone_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..5170f44c7252254bf3979c89f5bdea27ee4f11cf --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001018156_milestone_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Akin, Gump, Strauss, Hauer & Feld, L.L.P. Certain legal matters will be passed upon for the Underwriters by Dewey Ballantine, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001018214_goss_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001018214_goss_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..cb287b15cdce9969bfa18d28647f7f739e9ab21d --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001018214_goss_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Notes will be passed upon for the Company by Wachtell, Lipton, Rosen & Katz, New York, New York, counsel to the Company, and for the Underwriters by Dewey Ballantine, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001018360_wkxt_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001018360_wkxt_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..11364de52bf82c970956f84f3d2eafbc84364b9c --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001018360_wkxt_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Notes offered hereby will be passed upon for the Company by Proskauer Rose Goetz & Mendelsohn LLP, New York, New York. Certain legal matters in connection with the offering made hereby will be passed upon for the Underwriters by Cahill Gordon & Reindel (a partnership including a professional corporation), New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001018361_wrdw_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001018361_wrdw_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..11364de52bf82c970956f84f3d2eafbc84364b9c --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001018361_wrdw_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Notes offered hereby will be passed upon for the Company by Proskauer Rose Goetz & Mendelsohn LLP, New York, New York. Certain legal matters in connection with the offering made hereby will be passed upon for the Underwriters by Cahill Gordon & Reindel (a partnership including a professional corporation), New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001018365_wjhg_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001018365_wjhg_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..11364de52bf82c970956f84f3d2eafbc84364b9c --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001018365_wjhg_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Notes offered hereby will be passed upon for the Company by Proskauer Rose Goetz & Mendelsohn LLP, New York, New York. Certain legal matters in connection with the offering made hereby will be passed upon for the Underwriters by Cahill Gordon & Reindel (a partnership including a professional corporation), New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001018411_american_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001018411_american_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..f6e611548b64d86bf6c8f24c4fe13e2789a09578 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001018411_american_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Gardner, Carton & Douglas, Chicago, Illinois. Chapman and Cutler, Chicago, Illinois has acted as counsel to the Underwriters in connection with certain legal matters relating to the Common Stock offered hereby. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001018866_trylon_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001018866_trylon_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..3c9b5a578de99becc953d90007dc1ecd0b0bd6dd --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001018866_trylon_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain matters with respect to the validity of the issuance of the shares offered hereby are being passed upon for the Company by Latham & Watkins, Los Angeles, California and Klein & Martin, Los Angeles, California. Two partners and one associate of Klein & Martin currently hold an aggregate of 890 shares of Common Stock. Certain legal matters relating to the Offering will be passed upon for the Underwriters by Milbank, Tweed, Hadley & McCloy, Los Angeles, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001019156_cybermedia_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001019156_cybermedia_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..a65655f26c4ec3276b25a4fada5b53274c98cdbe --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001019156_cybermedia_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the Common Stock offered hereby will be passed upon for the Company by Wilson Sonsini Goodrich & Rosati, Professional Corporation ("WSGR"), Palo Alto, California. Certain legal matters in connection with the offering will be passed upon for the Underwriters by Brobeck, Phleger & Harrison LLP, Palo Alto, California. As of the date of this Prospectus, certain members of WSGR and an investment partnership of which such persons are partners beneficially own 25,343 shares of the Company's Common Stock. Arthur F. Schneiderman, a member of WSGR, is Assistant Secretary of the Company. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001019266_porta_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001019266_porta_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..11364de52bf82c970956f84f3d2eafbc84364b9c --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001019266_porta_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Notes offered hereby will be passed upon for the Company by Proskauer Rose Goetz & Mendelsohn LLP, New York, New York. Certain legal matters in connection with the offering made hereby will be passed upon for the Underwriters by Cahill Gordon & Reindel (a partnership including a professional corporation), New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001019336_donnelley_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001019336_donnelley_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..e4f5a583587a0e713ac62a0c23bbbc1ca8098d23 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001019336_donnelley_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Sidley & Austin, Chicago, Illinois. H. Blair White, Counsel to Sidley & Austin, is a director of R.R. Donnelley, currently the sole stockholder of the Company. Mr. White beneficially owns 31,600 shares of R.R. Donnelley Common Stock. Certain legal matters in connection with this Offering will be passed upon for the Underwriters by Winston & Strawn, Chicago, Illinois. Sidley & Austin and Winston & Strawn are both clients of the Company, with Sidley & Austin being the Company's largest client. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001019376_roadhouse_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001019376_roadhouse_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..c958084066e87fd710038c8ad110f7fb2ebd777c --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001019376_roadhouse_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Ruden, McClosky, Smith, Schuster & Russell, P.A., Fort Lauderdale, Florida. Certain legal matters will be passed upon for the Company by Locke Purnell Rain Harrell (A Professional Corporation), Dallas, Texas and by Charles D. Barnett, Esq., Fort Lauderdale, Florida. Certain legal matters in connection with the Offering will be passed upon for the Underwriters by King & Spalding, Atlanta, Georgia. Locke Purnell Rain Harrell (A Professional Corporation) and King & Spalding will rely on Ruden, McClosky, Smith, Schuster & Russell, P.A. with respect to certain matters of Florida law. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001020786_cooper_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001020786_cooper_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..f54490c34b918d439fa5a7a9181f5fcc323fb2ea --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001020786_cooper_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby has been passed upon for the Company by Parker Chapin Flattau & Klimpl, LLP, New York, New York. Camhy Karlinsky & Stein LLP, New York, New York, has served as counsel to the Representative in connection with this offering. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001020897_specialty_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001020897_specialty_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..f98cfdee82c718f304295975773afedb1db36706 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001020897_specialty_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The legality of the securities offered hereby will be passed upon for the Company by Kane Kessler, P.C., New York, New York. Graubard Mollen & Miller, New York, New York, has served as counsel to the Underwriter in connection with this Offering. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001021162_triumph_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001021162_triumph_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..584d9ee648025287e1f7a06afe4f2c370c9fa10e --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001021162_triumph_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the shares of Common Stock offered by this Prospectus will be passed upon for the Company by Ballard Spahr Andrews & Ingersoll, Philadelphia, Pennsylvania. Certain legal matters related to this offering will be passed upon for the Underwriters by Wilmer, Cutler & Pickering, Baltimore, Maryland. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001021285_unifrax_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001021285_unifrax_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..f7fc2fdab7b63e229f2d2bff931a26bb234cf084 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001021285_unifrax_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Notes being offered hereby will be passed upon for Investment Corp. by Baker & Hostetler, Cleveland, Ohio. Certain legal matters will be passed upon for the Underwriters by Cahill Gordon & Reindel (a partnership including a professional corporation), New York, New York. From time to time, Baker & Hostetler represents The British Petroleum Company plc and certain of its affiliates in certain matters. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001021549_leading_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001021549_leading_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..7eac9d28d4fa36c6e1b2729ff15fe10fac5e590b --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001021549_leading_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby and certain other legal matters will be passed upon for the Company by Bondy & Schloss LLP, New York, New York. Certain legal matters as to Hong Kong law will be passed upon by Messrs. Erving Brettell, Solicitors, Hong Kong. Orrick, Herrington & Sutcliffe LLP, New York, New York, has acted as counsel for the Underwriters in connection with the offering. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001021575_ps_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001021575_ps_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..d2dc7f3f877be1df9a13b12317ebbc9f0746c838 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001021575_ps_legal_matters.txt @@ -0,0 +1 @@ +the Public Offering will be sold at $10.00 per share and hence will be sold at the same price as all other shares in the Conversion. The Holding Company and the Bank have the right to reject orders, in whole or in part, in their sole discretion in the Public Offering. No person, together with any associate or group of persons acting in concert, will be permitted to purchase more than $150,000 of Common Stock in the Public Offering. To order Common Stock in connection with the Public Offering, if any, an executed stock order and account withdrawal authorization and certification must be received by Webb prior to the termination of the Public Offering. The date by which orders must be received in the Public Offering will be set by the Holding Company at the time of commencement of the Public Offering; provided however, if the Offering is extended beyond _______________, 199_, each subscriber will have the opportunity to maintain, modify or rescind his or her subscription. In such event, all subscription funds will be promptly returned with interest to each subscriber unless he or she affirmatively indicates otherwise. It is estimated that the Selected Dealers will receive a negotiated commission of up to 4.5% of the Common Stock sold by the Selected Dealers, payable by the Holding Company, and Webb will also receive a fee of 1.0% of Common Stock sold by such firms. Such fees in the aggregate will not exceed 5.5%. See "- Marketing Arrangements. Webb may enter into agreements with Selected Dealers to assist in the sale of shares in the Public Offering. Selected Dealers may only solicit indications of interest from their customers to place orders with the Holding Company as of a certain date ("Order Date") for the purchase of shares of Conversion Stock with the authorization of Webb. When and if Webb and the Holding Company believe that enough indications of interest and orders have been received to consummate the Conversion, Webb will request, as of the Order Date, Selected Dealers to submit orders to purchase shares for which they have received indications of interest from their customers. Selected Dealers will send confirmation of the orders to such customers on the next business day after the Order Date. Customers who authorize Selected Dealers to debit their brokerage accounts are required to have the funds for payment in their account on but not before the closing date of the Conversion. On the closing date, Selected Dealers will remit funds to the account that the Holding Company established for each Selected Dealer. Each customer's funds so forwarded to the Holding Company, along with all other accounts held in the same title, will be insured up to the applicable legal limit. After payment has been received by the Holding Company from Selected Dealers, funds will earn interest at the Bank's passbook rate until the completion of the Offering. In the event the Conversion is not consummated as described above, funds with interest will be returned promptly to the Selected Dealers, who, in turn, will promptly credit their customers' brokerage account. In the event the Holding Company determines to conduct a Public Offering, persons to whom a prospectus is delivered may subscribe for shares of Common Stock by submitting a completed stock order and account withdrawal authorization (provided by Webb) and an executed certification along with immediately available funds (which may be obtained by debiting a Webb account) to Webb by not later than the public offering expiration date (as established by the Holding Company). Promptly upon receipt of available funds, together with a properly executed stock order and account withdrawal authorization and certification, Webb will forward such funds to Preferred Savings to be deposited in a subscription escrow account. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001021923_futronix_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001021923_futronix_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..81fac9ed04ea1a9f91e2dc665de26aaa62c5d453 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001021923_futronix_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Morgan, Lewis & Bockius LLP, Philadelphia, Pennsylvania. Thomas J. Sharbaugh, a partner of Morgan, Lewis & Bockius LLP, is a trustee of a trust which is a stockholder of the Company. Certain legal matters in connection with this Offering will be passed upon for the Underwriters by Dorsey & Whitney LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001022103_home-city_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001022103_home-city_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..703de6f1eaa7efa198d018deda722658f66b9dd9 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001022103_home-city_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters pertaining to the Common Shares and the federal and Ohio tax consequences of the Conversion will be passed upon for Home City by Vorys, Sater, Seymour and Pease, 221 E. Fourth Street, Cincinnati, Ohio 45202. The validity of the Common Shares to be issued in connection with the Conversion will be passed upon for Webb by its counsel, Silver, Freedman, & Taff, L.L.P., 1100 New York Avenue, N.W., Washington, D.C. 20005. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001022454_rtc_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001022454_rtc_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..bb87d4312397d18da02c1b7ead67b0ff7ae664b6 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001022454_rtc_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Preferred Stock will be passed upon by Charles Adams, Ritchie and Duckworth, Zephyr House, Mary Street, Grand Cayman, Cayman Islands, British West Indies. Lucio, Mandler, Croland, Bronstein & Garbett, P.A., 701 Brickell Avenue, Suite 2000, Miami, Florida 33131 has acted as counsel to the Company with respect to certain matters of U.S. law in connection with this Offering. Leslie J. Croland, a stockholder in such firm, beneficially owns 1,000 shares of Common Stock. Eric J. Kaplan, P.A., 1110 Brickell Avenue, Seventh Floor, Miami, Florida 33131, has acted as special U.S. tax counsel to the Company with respect to the U.S. federal income tax matters set forth in "Certain Tax Considerations." \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001022568_super_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001022568_super_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..dae9bdff13db29101483a03f866b04d392271883 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001022568_super_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Class A Common Stock offered hereby will be passed upon for the Company by Rudnick & Wolfe, Chicago, Illinois. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001022844_brilliant_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001022844_brilliant_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..8f416f784ed8f1aa4ab085223b67a78b152d5769 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001022844_brilliant_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Counsel for the Company, Troop Meisinger Steuber & Pasich, LLP, Los Angeles, California, have rendered an opinion to the effect that the Common Stock offered by the Company upon sale will be duly and validly issued, fully paid and non-assessable. Wilson, Sonsini, Goodrich & Rosati, Professional Corporation, Palo Alto, California, has acted as counsel to the Underwriters in connection with certain legal matters relating to the Offering. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001022926_sanchez_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001022926_sanchez_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..7b0585726b52537f2eec2bc604f4228cd401c976 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001022926_sanchez_legal_matters.txt @@ -0,0 +1 @@ +Legal Matters The validity of the shares of Common Stock and the Rights offered hereby will be passed upon for the Company by Morgan, Lewis & Bockius LLP, Philadelphia, Pennsylvania. Certain legal matters in connection with the Offering are being passed upon for the Underwriters by Drinker Biddle & Reath, Philadelphia, Pennsylvania. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001023876_manchester_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001023876_manchester_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..c0031ad0c6501ea7c0be3bcb2a37c679180f3dcb --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001023876_manchester_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the validity of the shares of Common Stock offered hereby will be passed upon for the Company and the Selling Shareholder by Epstein Becker & Green, P.C., New York, New York. Certain legal matters will be passed upon for the Underwriters by Fulbright & Jaworski L.L.P., New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001024047_larscom_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001024047_larscom_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..476a0556f4d4e4a21cc4f0105eae9d26d24cf411 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001024047_larscom_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Class A Common Stock offered hereby will be passed upon for the Company and the Selling Stockholder by Cahill Gordon & Reindel (a partnership including a professional corporation), New York, New York. Certain legal matters in connection with this Offering will be passed upon for the Underwriters by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001024339_credit_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001024339_credit_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..aa841033badb4db7a68513443645f24fb267b4b0 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001024339_credit_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the securities offered hereby will be passed upon for the Company by Manatt, Phelps & Phillips, LLP, Washington, D.C. Certain legal matters in connection with this Offering will be passed upon for the Underwriters by Brobeck, Phleger & Harrison LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001024638_kani-inc_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001024638_kani-inc_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..86eeb63477a7cdea8305c3eeab0f9b0e1e1c5c16 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001024638_kani-inc_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Freshman, Marantz, Orlanski, Cooper & Klein, a law corporation, Beverly Hills, California. Certain legal matters in connection with the offering will be passed upon for the Underwriters by Troop Meisinger Steuber & Pasich, LLP. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001024776_wfs_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001024776_wfs_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..0935547003169b81fa2ee9cc333acdbeb328efa8 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001024776_wfs_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the Securities, including certain federal and California income tax matters, will be passed upon for the Seller by Mitchell, Silberberg & Knupp LLP, Los Angeles, California. Brown & Wood LLP, San Francisco, California will act as counsel for the Underwriter. Certain legal matters relating to the Policies will be passed upon for Financial Security by Bruce E. Stern, Esq., General Counsel, Financial Security or an Associate General Counsel of Financial Security and by Rogers & Wells, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001025557_focus_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001025557_focus_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..73db2d70604dc2fb95270516a51e7498677d0d50 --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001025557_focus_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The legality of the Common Stock offered hereby will be passed upon for the Company by Tenzer Greenblatt LLP, New York, New York. Littman Krooks Roth & Ball P.C., New York, New York, has acted as counsel for the Underwriters in connection with the offering. Tenzer Greenblatt LLP represents the Representative in other matters. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001025711_procom_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001025711_procom_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..794c61f6a495f6116f05fde74d60561cb05aa58b --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001025711_procom_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company and any Selling Shareholders by O'Melveny & Myers LLP, Newport Beach, California. Certain legal matters will be passed upon for the Underwriters by Fenwick & West LLP, Palo Alto, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/CIK0001025865_experian_legal_matters.txt b/parsed_sections/legal_matters/1996/CIK0001025865_experian_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..af7e91b57303f1ac34d4bb5643a9c3fbb4f86e0d --- /dev/null +++ b/parsed_sections/legal_matters/1996/CIK0001025865_experian_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Ropes & Gray, Boston, Massachusetts, who have acted as counsel to the Company in connection with the Offering. Certain legal matters regarding the Offering will be passed upon for the Underwriters by . \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/MSM_msc_legal_matters.txt b/parsed_sections/legal_matters/1996/MSM_msc_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..0df42a3dc5a23f419a55d6be1e1fa3a3a06eb061 --- /dev/null +++ b/parsed_sections/legal_matters/1996/MSM_msc_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Class A Common Stock offered hereby and certain other legal matters in connection with this Offering will be passed upon for the Company by Rosenman & Colin LLP, New York, New York. Certain legal matters in connection with the shares of Class A Common Stock offered hereby will be passed upon for the Underwriters by Latham & Watkins, New York, New York. Certain members and associates of the firm of Rosenman & Colin LLP own an aggregate of approximately 15,000 shares of Class A Common Stock. An additional 240,000 shares of Class B Common Stock are beneficially held by Joseph Getraer, a partner of Rosenman & Colin LLP, as Trustee for the Joshua Jacobson 1994 Trust pursuant to the Mitchell Jacobson 1995 Qualified 3 year Annuity Trust Agreement dated October 31, 1995 and 670,000 shares of Class A Common Stock are beneficially held by Joseph Getraer as Trustee for the Mitchell Jacobson 1996 Charitable Remainder Unitrust dated August 8, 1996. All the shares held by the Mitchell Jacobson 1996 Charitable Remainder Unitrust dated August 8, 1996 are being sold in this Offering. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/NBIX_neurocrine_legal_matters.txt b/parsed_sections/legal_matters/1996/NBIX_neurocrine_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..a4194bcd9fc987482989776fcbe0835258907b69 --- /dev/null +++ b/parsed_sections/legal_matters/1996/NBIX_neurocrine_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California. As of the date of this Prospectus, 8,080 shares of the Company's Common Stock were held by a member of such firm. Cooley Godward Castro Huddleson & Tatum, Palo Alto and San Diego, California is acting as counsel for the Underwriters in connection with certain legal matters relating to this offering. As of the date of this Prospectus, 4,040 shares of the Company's Common Stock were held by a member of such firm. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/PYYX_pyxus_legal_matters.txt b/parsed_sections/legal_matters/1996/PYYX_pyxus_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..3951c5f8629b8f66917f3fe0b689d84a92b0b3dd --- /dev/null +++ b/parsed_sections/legal_matters/1996/PYYX_pyxus_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Shares offered hereby will be passed upon for the Company by Hunton & Williams, Richmond, Virginia, and for the Underwriters by Cleary, Gottlieb, Steen & Hamilton, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1996/RUSHB_rush_legal_matters.txt b/parsed_sections/legal_matters/1996/RUSHB_rush_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..0b47f87284a1a2236ffca203f67bd494b2313645 --- /dev/null +++ b/parsed_sections/legal_matters/1996/RUSHB_rush_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the shares of Common Stock offered hereby will be passed upon for the Company by Fulbright & Jaworski L.L.P., San Antonio, Texas. Certain legal matters in connection with this offering will be passed upon for the Underwriters by Akin, Gump, Strauss, Hauer & Feld, L.L.P., San Antonio, Texas. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/AMKR_amkor_legal_matters.txt b/parsed_sections/legal_matters/1998/AMKR_amkor_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..c9a5602fb59a25a349612db08a91ba148c965d98 --- /dev/null +++ b/parsed_sections/legal_matters/1998/AMKR_amkor_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/AXTI_axt-inc_legal_matters.txt b/parsed_sections/legal_matters/1998/AXTI_axt-inc_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..4fa30b3da70e3009039dc8946c6cd85bf9d12dec --- /dev/null +++ b/parsed_sections/legal_matters/1998/AXTI_axt-inc_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Gray Cary Ware & Freidenrich, LLP, Palo Alto, California. Certain legal matters in connection with the Offering will be passed upon for the Underwriters by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000019252_chaparral_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000019252_chaparral_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..0353c8be990101850a9929aa0118af32da4c5363 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000019252_chaparral_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the shares of Common Stock being offered hereby have been passed upon for the Company by Smith McCullough, P.C., Denver, Colorado. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000031347_echelon_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000031347_echelon_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..fb462df608bbf1b53fefb3c4a142be20079460d0 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000031347_echelon_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the legality of the issuance of the shares of Common Stock offered hereby will be passed upon for the Company by Wilson Sonsini Goodrich & Rosati, Professional Corporation ("WSGR"), Palo Alto, California. Certain legal matters in connection with this offering will be passed upon for the Underwriters by Brobeck, Phleger & Harrison LLP. Messrs. Larry W. Sonsini and John V. Roos, who are members of WSGR, own 22,500 and 5,000 shares, respectively, of Common Stock. In addition, 60,000 shares of Common Stock are held by investment accounts of WSGR, in which Messrs. Sonsini and Roos are participants. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000053260_jayark_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000053260_jayark_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..7348d5f4fc2643944ffb44526be873fb2a1c49f9 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000053260_jayark_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock to be issued upon exercise of the Rights will be passed upon by Shustak Jalil & Heller, New York, New York, counsel for the Company. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000058526_first_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000058526_first_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..ea88b7e20f080a72902386c1b79ff4166cc8051a --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000058526_first_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of the Common Stock offered hereby will be passed upon for the Company by Olshan Grundman Frome & Rosenzweig LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000070538_national_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000070538_national_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..64645e806b2fc3fd7f8b313bf5f77355d9f9afc9 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000070538_national_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Securities will be passed upon for the Company by King & Spalding, Atlanta, Georgia, and for the underwriters, dealers or other agents by Cravath, Swaine & Moore, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000091167_smith-c-d_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000091167_smith-c-d_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..d02fca15551a02a9bedb0d7bff05b4d1146b905b --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000091167_smith-c-d_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the shares of Common Stock offered hereby will be passed upon for the Company by Blackwell Sanders Peper Martin LLP, Kansas City, Missouri. Certain legal matters will be passed upon for the Underwriters by Gardere & Wynne, L.L.P., Dallas, Texas. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000091649_4front_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000091649_4front_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..8717a2bb15d5bcddf32511d5d3251a4a0c6cd485 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000091649_4front_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company and the Selling Stockholders by Fulbright & Jaworski L.L.P., 666 Fifth Avenue, New York, New York 10103. Attorneys of Fulbright & Jaworski L.L.P. beneficially own 12,700 shares of the Company's Common Stock. Certain legal matters will be passed upon for the Underwriters by Brobeck Hale and Dorr International, Hasilwood House, 60 Bishopsgate, London EC2N 4AJ England. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000103446_victor_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000103446_victor_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..034bd7ca3340b4cf017166627ed3775e992a89fc --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000103446_victor_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the New Senior Subordinated Notes will be passed upon for the Issuers and the Guarantors by Weil, Gotshal & Manges LLP, Dallas, Texas and New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000276331_starmet_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000276331_starmet_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..ecd1d94771d0d572614cf0e81f35026025015feb --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000276331_starmet_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company and the Selling Stockholders by Peabody & Arnold LLP, Boston, Massachusetts. Thomas A. Wooters, Esq., a Partner of Peabody & Arnold LLP, is the Clerk of the Company. Mr. Wooters currently holds 8,200 shares of the Company's Common Stock in an Individual Retirement Account. Mr. Wooters also holds unvested options to purchase 3,000 shares of Common Stock at an exercise price of $15.56 per share and 7,500 shares of Common Stock at an exercise price of $23.67 per share, in each case based on the market price of the Common Stock at the time of the grant. Iandiorio & Teska is acting as the Company's counsel in connection with legal matters relating to its patents. Debevoise & Plimpton is acting as counsel for the Underwriters in connection with certain legal matters relating to the sale of the shares of Common Stock offered hereby. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000350920_mediq-inc_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000350920_mediq-inc_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..757ceda430cdedc87e8983637c5bf4aab8619127 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000350920_mediq-inc_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the Debentures will be passed upon for Holdings by Dechert Price & Rhoads, New York, New York. Certain partners of that firm are limited partners of BRS and/ or stockholders of Holdings. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000352715_biosonics_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000352715_biosonics_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..fd93deb0de04d106fb933cbd8022c90e30dd38cb --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000352715_biosonics_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the Shares to be sold by the Selling Shareholders hereunder has been passed upon for the Company by Mark S. Haltzman & Associates. Mark S. Haltzman & Associates has performed legal services for the Company since 1993. In 1997, Mr. Haltzman was granted an option to purchase 500,000 shares of Common Stock at a purchase price of $.05 per share. This option has been exercised and the shares purchased under the option are registered for sale under this Prospectus. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000355787_price_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000355787_price_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..1d8fcf9a3523270f31fb536adb09c4fab0ebe205 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000355787_price_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Notes offered hereby will be passed upon for the Company by Davis Polk & Wardwell, New York, New York. Certain legal matters in connection with the Notes offered hereby will be passed upon for the Underwriters by Cahill Gordon & Reindel (a partnership including a professional corporation), New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000702592_republic_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000702592_republic_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..dc71dcb42a95d589ba517aee53d775776c7581fd --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000702592_republic_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock to be issued by the Company will be passed upon by Greenberg Traurig Hoffman Lipoff Rosen & Quentel, P.A., Miami, Florida. Certain legal matters with respect to the Common Stock offered hereby will be passed upon for the Selling Shareholders by Murai Wald Biondo & Moreno P.A. and for the Underwriters by White & Case LLP. Rene V. Murai, who is a shareholder of Murai Wald Biondo & Moreno, P.A., and his family own 13,112 shares of the Common Stock of the Company and 1,138 shares of the Bank, none of which are offered for sale hereunder. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000703904_southern_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000703904_southern_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..100a8ee27caed600f9aa981fc486ae1b8017b9ae --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000703904_southern_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain matters of Delaware law relating to the validity of the Capital Securities, the enforceability of the Trust Agreement and the creation of the Issuer Trust will be passed upon by Richards, Layton & Finger, P.A., special Delaware counsel to BancShares and the Issuer Trust. Certain tax matters relating to the Capital Securities and the Issuer Trust will be passed upon for BancShares by Hunton & Williams, Richmond, Virginia, special tax counsel to BancShares. The validity of the Guarantee and the Junior Subordinated Debentures will be passed upon for BancShares by Ward and Smith, P.A., Raleigh, North Carolina, General Counsel of BancShares, and for the Underwriter by Alston & Bird LLP, Washington, D.C., special counsel to the Underwriter. Ward and Smith, P.A. and Alston & Bird LLP, will rely as to certain matters of Delaware law on the opinion of Richards, Layton & Finger, P.A. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000707886_united_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000707886_united_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..8a32c8ae9ae852a4f6a14bb3d034a1ce5c993fa3 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000707886_united_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters pertaining to the Common Shares and the federal and Ohio tax consequences of the Conversion are being passed upon for the Holding Company and the Company by Vorys, Sater, Seymour and Pease LLP, Cincinnati, Ohio. Certain legal matters are being passed upon for Trident, McDonald & Company and Oppenheimer by its counsel, Luse Lehman Gorman Pomerenck & Schick, A Professional Corporation, Washington, D.C. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000711039_maxtor_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000711039_maxtor_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..39bdd76f4b446b72bbe8fddda5a098c048badf69 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000711039_maxtor_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the validity of the Common Stock offered hereby will be passed upon for the Company by Gray Cary Ware & Freidenrich LLP, Palo Alto, California and for the Underwriters by Cleary, Gottlieb, Steen & Hamilton, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000711065_applied_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000711065_applied_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..ec081a8100f4b444d312769ee8b87ab3be0466e0 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000711065_applied_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Venture Law Group, A Professional Corporation, Menlo Park, California. Certain legal matters in connection with this offering will be passed upon for the Underwriters by Brobeck, Phleger & Harrison LLP, Palo Alto, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000716054_cypress_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000716054_cypress_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..444db41b2f2d075dab46c443a741d01749260d3b --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000716054_cypress_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the Common Stock offered hereby will be passed upon for the Company by Cooley Godward LLP, San Diego, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000718130_integral_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000718130_integral_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..b3ce91ebebf42cf9cf3f650bef4182aecf94873e --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000718130_integral_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the securities offered hereby will be passed upon for the Company by Venable, Baetjer and Howard, LLP, McLean, VA. Certain legal matters relating to the Offering will be passed upon for the Underwriters by Werbel & Carnelutti, a Professional Corporation, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000720676_xcl-ltd_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000720676_xcl-ltd_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..e007e5fbb8b4a8f6d767c48ba3e8d7216588b2cf --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000720676_xcl-ltd_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the Securities will be passed upon for the Company by Satterlee Stephens Burke & Burke LLP, New York, NY. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000725151_medical_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000725151_medical_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..0200ae0f56023d40c099f014aa505ef691ee7298 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000725151_medical_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of the Company's Common Stock offered hereby will be passed upon for the Company by Christopher J. Joyce, Esq., Senior Vice President--Legal Affairs and Administration of the Company. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000728392_wendt_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000728392_wendt_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..62ac604cd0193f5a54b40e4b8b1b30025488ee88 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000728392_wendt_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS American Health Care Centers, Inc. ("AHCC") had filed a complaint for Declaratory Judgment action against Ethan Allen Care Center, Inc. ("EACC") on June 26, 1995 in the Court of Common Pleas, Clark County, Ohio (Case No. 95-CV-0326). EACC is a subsidiary of W-B. AHCC is the landlord under a lease with EACC for its nursing home facility doing business as Bristol House of Springfield. AHCC seeks a Declaration that EACC is in default of the lease and seeks the right to repurchase the license for the nursing home. AHCC's Motion for Summary Judgment was denied by the court. EACC is presently current on its rent obligation but is disputing the calculation of late rent charges imposed under the lease. Although not directly subject to the aforementioned complaint, the Company has filed a complaint seeking payment of a receivable related to a Share Transfer Agreement with AHCC. Such amounts became due in February 1996, one year after final settlement of certain State of Ohio Medicaid receivables, as provided in the Agreement. Both cases are currently scheduled for different trial dates during 1998. PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 13: OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION Accounting Fees $ 8,000 Printing and Engraving $ 6,000 Legal Fees $ 20,000 Registration, Filing and Listing Fees $ 6,000 Miscellaneous $ 10,000 TOTAL $ 50,000 ITEM 14: INDEMNIFICATION OF DIRECTORS AND OFFICERS The Company is required to indemnify the directors, officers, employees and agents of the Company against expenses (including attorneys' fees), judgment, fines and amounts paid in settlement actually and reasonably believed to be in or not opposed to the best interests of the Company. In the case of a criminal action, indemnification will be provided if the individual had no reason to believe his conduct was unlawful. However, no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged liable for negligence or misconduct in the performance of his duty to the Company unless the court in which such action or suit was brought determines otherwise. If successful on the merits, such persons shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the matter. Whether an individual has met the standards of conduct set forth above is left to the determination of a majority of the disinterested members of the board of directors, unless a quorum is not available or an independent legal opinion dictates otherwise, in which case the determination will be reached by the shareholders of the Company. The payment of such expenses may be made prior to the final disposition of the matter, upon the authorization of the board of directors and the receipt of an undertaking by such individual to repay the advance amount if indemnification is ultimately determined to be inappropriate. ITEM 15: RECENT SALES OF UNREGISTERED SECURITIES The Company has engaged in the following recent sales of unregistered securities: SERIES 1 REGISTERED BONDS (See warrants below) Date: February 14, 1997. II-1 Amount: A series of thirty-three (33) bonds totaling Five Million Swiss Francs (Fr 5,000,000.00) in the following denominations: (i) Bond No.1 = 1 Million Swiss Francs (Fr 1,000,000.00) (ii) Bonds No. 2 and No. 3 = Five Hundred Thousand Swiss Francs (Fr 500,000.00) (iii) Bonds No. 4 - No. 33 = One Hundred Thousand Swiss Francs (Fr 100,000.00). Underwriter: No underwriter. The bonds were issued to European investors. Consideration: The total offering price for the bonds was Five Million Swiss Francs (Fr 5,000,000.00) with no underwriting discounts or commissions. The Company converted the Five Million Swiss Francs (Fr 5,000,000.00) into Three Million Four Hundred Seventeen Thousand and xx/100 Dollars (US $3, 417,000.00). Exemption: The exemption relied upon was Regulation S. The bonds were sold in an offshore transaction to European investors and were issued in the name of a Swiss bank. Therefore, the transaction complied with the requirement that the offer not be made to a U.S. person and that the buy order be originated when the purchaser is outside of the United States. Additionally, no directed selling efforts were engaged in, since no activities with the potential to condition the United States' market for the sale of the securities were conducted. Furthermore, the sales qualify for Regulation S's second safe harbor, as the issuer is a reporting issuer and has met all the offering restrictions imposed by the safe harbor. Namely, the certificates are properly legended as required by Regulation S and inform the holder of the transactional requirements imposed during the restricted period. SERIES 1 WARRANTS Included in issuance of above bonds Date: February 14, 1997 Amount: A series of thirty-three (33) warrants convertible into the Common Stock of The Wendt-Bristol Health Services Corporation at a rate of Two U.S. Dollars (US $2.00) per share II-2 in the following increments: (i) Warrant No. 1 = 60,000 shares (ii) Warrants No. 2 and No. 3 = 30,000 shares (iii) Warrants No. 4 - No. 33 = 6,000 shares. Underwriter: No underwriter. The warrants were issued to European investors. Consideration: The consideration for the Series 1 Bonds included the warrants. The warrants are exercisable at a price of Two Dollars (US $2.00) per share of common stock with no underwriting discounts or commissions. Exemption: The exemption relied upon was Regulation S. The warrants were sold in an offshore transaction to a European investor and were issued in the name of a Swiss bank. Therefore, the transaction complied with the requirement that the offer not be made to a U.S. person and that the buy order be originated when the purchaser is outside of the United States. Additionally, no directed selling efforts were engaged in, since no activities with the potential to condition the United States' market for the sale of the securities were conducted. Furthermore, the sale qualifies for Regulation S's second safe harbor, as the issuer is a reporting issuer and has met all the offering restrictions imposed by the safe harbor. Namely, the certificate is properly legended as required by Regulation S (see Section 1.4 of Exhibit 1 hereto), the appropriate certification is required to exercise the conversion rights, and the issuer has adopted procedures to ensure compliance with Regulation S. SUBORDINATED CONVERTIBLE BOND Date: December 23, 1996 Amount: 1 bond of One Million and no/100 Dollars ($1,000,000.00) Underwriter: No underwriter. The class of persons to whom the securities were sold were accredited investors. Consideration: A total offering price of One Million and no/100 Dollars ($1,000,000.00) with no underwriting discounts or commissions. II-3 Exemption: The exemption relied upon was Regulation S due to the fact that the security was sold in an offshore transaction to a European investor to be held by a Swiss bank, complying with the requirement that an offer not be made to a U.S. person and that the buy order be originated when the purchaser is outside of the United States. Additionally, no directed selling efforts were engaged in, since no activities with the potential to condition the United States' market for the sale of the securities were conducted. Furthermore, the sale qualifies for Regulation S's second safe harbor, as the issuer is a reporting issuer and has met all the offering restrictions imposed by the safe harbor. Namely, the certificate is properly legended as required by Regulation S, the appropriate certification is required to exercise the conversion rights, and have adopted procedures, such as the exercise of conversion rights only through the President of the issuer, to ensure compliance with Regulation S. ITEM 16: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) Exhibit Index EXHIBIT NUMBER DESCRIPTION -------------- ----------- 2.1 Merger Agreement by and among The Wendt-Bristol Health Services Corporation, Wendt-Bristol Acquisition, Inc. and Wendt-Bristol Diagnostics Company 2.2 Merger Agreement by and among The Wendt-Bristol Health Services Corporation, Wendt-Bristol Acquisition LLC and Wendt-Bristol Diagnostics Company, L.P. 3.1 Certificate of Incorporation of registrant. Filed as Exhibit B to the Company's Proxy Statement (June 27, 1988) and incorporated herein by reference pursuant to Rule 411(c) 3.2 By-Laws of the Company. Filed as Exhibit C to the Company's Proxy Statement (June 27, 1988) and incorporated herein by reference pursuant to Rule 411(c) 4 The Wendt-Bristol Health Services Corporation Terms of Series 1 Cumulative Dividend Convertible Preferred Stock II-4 4.1 See Exhibits numbered Exhibit 3.1 and 3.2 4.2 Warrant Agreement, dated April 29, 1988, between The Wendt-Bristol Company, Corna & Co., Inc. and Mellon Securities Trust Company, as Warrant Agent. Filed as Exhibit 4.2 to Registration Statement on Form S-1 of The Wendt-Bristol Company (Reg. No. 33-8399, filed October 15, 1986) and incorporated herein by reference to Rule 411(c) 4.3 Warrant Agreement, dated April 29, 1988, between The Wendt-Bristol Company, Pittsburgh National Bank, N.A., and The Fifth Third Bank, as Warrant Agent. Filed as Exhibit 4.3 to the Company's Annual Report on Form 10-K for the year ended December 31, 1992 and incorporated herein by reference pursuant to Rule 411(c) 9 Voting Trust Agreement, dated December 4, 1992, between The Wendt-Bristol Health Services Corporation, Corporate Life Insurance Company and Marvin D. Kantor, as Voting Trustee. Filed as Exhibit 9 to the Company's Annual Report on Form 10-K for the year ended December 31, 1993 and incorporated herein by reference pursuant to Rule 411(c) 10.1 Employee Stock Option Plan, as amended. Filed as Exhibit 28.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 1991, and incorporated herein by reference pursuant to Rule 411(c) 10.2 Loan and Security Agreement, dated March 27, 1996, between Ethan Allen Care Center, Inc. dba Bristol House of Springfield and DVI Capital Company relating to equipment financial. Filed as Exhibit 10.10 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995 and incorporated herein by reference pursuant to Rule 411(c) 10.3 Asset Purchase Agreement, dated April 15, 1996, between Congress Liquors, Inc. and MHK Corp. Filed as Exhibit 10.11 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995 and incorporated herein by reference pursuant to Rule 411(c) II-5 10.4 Mortgage and security agreement dated April 1, 1996, between Wendt-Bristol Diagnostics Co. L.P. and National City Bank. Filed as Exhibit 10.11 to the Company's Form 10-Q for the quarter ended June 30, 1996 and incorporated herein by reference pursuant to Rule 411(c) 10.5 Mortgage and security agreement dated April 19, 1996 between The Wendt-Bristol Health Services Corporation and Grand Pacific Finance Corp. Filed as Exhibit 10.12 to the Company's Form 10-Q for the quarter ended June 30, 1996 and incorporated herein by reference pursuant to Rule 411(c) 10.6 Receivables purchase and sale agreement dated May 30, 1996 between The Wendt-Bristol Company, et al, and HealthPartners Funding L.P., relating to the health care receivables securitization program. Filed as Exhibit 10.13 to the Company's Form 10-Q for the quarter ended June 30, 1996 and incorporated herein by reference pursuant to Rule 411(c) 10.7 Amendment to Receivables Purchase and Sale Agreement dated August 29, 1996 between The Wendt-Bristol Company, et al, and HealthPartners Funding L.P., relating to the health care receivables financing program. Filed as Exhibit 10.14 to the Company's Form 10-Q for the quarter ended September 30, 1996 and incorporated herein by reference pursuant to Rule 411(c) 10.8 Convertible subordinated bond, dated December 23, 1996, by and between The Wendt-Bristol Health Services Corporation and Societe Generale Bank & Trust, or registered assigns. Filed as Exhibit 1 to the Company's Form 8-K dated December 23, 1996 and incorporated herein by reference pursuant to Rule 411(c) 10.9 Series 1 Bond dated February 14, 1997, by and between The Wendt-Bristol Health Services Corporation and Societe Generale Bank & Trust, or registered assigns, with Schedule 1. Filed as Exhibit 1 to the Company's Form 8-K dated February 14, 1997 and incorporated herein by reference pursuant to Rule 411(c) II-6 10.10 Series 1 Warrant dated February 14, 1997, by and between The Wendt-Bristol Health Services Corporation and Societe Generale Bank & Trust, or registered assigns, with Schedule 1. Filed as Exhibit 2 to the Company's Form 8-K dated February 14, 1997 and incorporated herein by reference pursuant to Rule 411(c) 10.11 Temco National Corporation 401(k) Profit Sharing Plan. Filed as Exhibit 28.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 1991, and incorporated herein by reference pursuant to Rule 411(c) 10.12 Sale and Subservicing Agreement, dated as of February 5, 1993, among The Wendt-Bristol Company, et al, NPF IV, Inc. and National Premier Financial Services, Inc., relating to the health care receivables securitization program. Filed as Exhibit 28.6 to the Company's Annual Report on Form 10-K for the year ended December 31, 1992, and incorporated herein by reference pursuant to Rule 411(c) 10.13 Stock Purchase Agreement, dated June 4, 1993, between The Wendt-Bristol Health Services Corporation and Corporate Life Insurance Company. Filed as Exhibit 10.4 to the Company's Annual Report on Form 10-K for the year ended December 31, 1993 and incorporated herein by reference pursuant to Rule 411(c) 10.14 Installment Business Loan Note, dated January 30, 1996, between The Wendt-Bristol Company and Marvin D. Kantor related to working capital loan. Filed as Exhibit 10.5 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995 and incorporated herein by reference pursuant to Rule 411(c). 10.15 Stock Pledge Agreement dated January 30, 1996, between The Wendt-Bristol Company and Marvin D. Kantor related to working capital loan. Filed as Exhibit 10.6 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995 and incorporated herein by reference pursuant to Rule 411(c) II-7 10.16 Loan and Security Agreement, dated March 27, 1996, between Wendt-Bristol Diagnostics Company, L.P. and DVI Capital Company relating to equipment financing. Filed as Exhibit 10.7 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995 and incorporated herein by reference pursuant to Rule 411(c) 10.17 Loan and Security Agreement, dated March 27, 1996, between Health America, Inc. dba Wendt-Bristol Center and DVI Capital Company relating to equipment financing. Filed as Exhibit 10.8 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995 and incorporated herein by reference pursuant to Rule 411(c). 10.18 Loan and Security Agreement, dated March 27, 1996, between American Care Center, Inc. dba Bristol House of Columbus and DVI Capital Company relating to equipment financing. Filed as Exhibit 10.9 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995 and incorporated herein by reference pursuant to Rule 411(c) 12 Statement regarding computation of ratios 13 Annual Report to security holders 21 Subsidiaries of Registrant 23.1 Consent of Hausser + Taylor LLP relating to The Wendt-Bristol Health Services Corporation 23.2 Consent of Hausser + Taylor LLP relating to Wendt-Bristol Disgnostics Company 23.3 Consent of Hausser + Taylor LLP relating to Wendt-Bristol Diagnostics Company L.P. 24 Power of attorneys 27 EDGAR Financial Data Schedule (b) Financial Statement Schedules Condensed Financial Information...................S-1 Valuation and Qualifying Accounts.................S-2 (c) Reports Independent Auditors' Reports.....................R-1 II-8 ITEM 22. UNDERTAKINGS None. II-9 SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Columbus, State of Ohio, on September 29, 1998. THE WENDT-BRISTOL HEALTH SERVICES CORPORATION (Registrant) By: /s/ Marvin D. Kantor -------------------- Marvin D. Kantor, Chairman of the Board Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURES CAPACITY - ---------- -------- /s/ Marvin D. Kantor Chairman of the Board; Director - ---------------------------- Marvin D. Kantor /s/ Sheldon A. Gold President (Principal Executive - ---------------------------- Officer); Director Sheldon A. Gold /s/ Harold T. Kantor Vice Chairman of the Board; Director - ---------------------------- Harold D. Kantor /s/ Reed A. Martin Executive Vice President; Chief - ---------------------------- Operating Officer; Director Reed A. Martin /s/ Paul H. Levine Director - ---------------------------- Paul H. Levine /s/ Clemente Del Ponte Director - ---------------------------- Clemente Del Ponte /s/ Charles R. Cicerchi Vice President of Finance; Principal - ---------------------------- Accounting and Financial Officer Charles R. Cicerchi /s/ Gerald M. Penn Director - ---------------------------- Gerald M. Penn SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------------------- FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------------------------- THE WENDT-BRISTOL HEALTH SERVICES CORPORATION ---------------------------------------- EXHIBITS ----------------------------------------
EXHIBIT INDEX ------------- PAGE IN MANUALLY SIGNED EXHIBIT ORIGINAL - ------- -------- 2.1 Merger Agreement by and among The Wendt-Bristol Health Services Corporation, Wendt-Bristol Acquisition, Inc. and Wendt-Bristol Diagnostics Company 2.2 Merger Agreement by and among The Wendt-Bristol Health Services Corporation, Wendt-Bristol Acquisition LLC and Wendt-Bristol Diagnostics Company, L.P. 3.1 Certificate of Incorporation of registrant. Filed as Exhibit B to the Company's Proxy Statement (June 27, 1988) and incorporated herein by reference pursuant to Rule 411(c) - 3.2 By-Laws of the Company. Filed as Exhibit C to the Company's Proxy Statement (June 27, 1988) and incorporated herein by reference pursuant to Rule 411(c) - 4 The Wendt-Bristol Health Services Corporation Terms of Series 1 Cumulative Dividend Convertible Preferred Stock 4.1 See Exhibits numbered Exhibit 3.1 and 3.2 - 4.2 Warrant Agreement, dated April 29, 1988, between The Wendt-Bristol Company, Corna & Co., Inc. and Mellon Securities Trust Company, as Warrant Agent. Filed as Exhibit 4.2 to Registration Statement on Form S-1 of The Wendt-Bristol Company (Reg. No. 33-8399, filed October 15, 1986) and incorporated herein by reference to Rule 411(c) - 4.3 Warrant Agreement, dated April 29, 1988, between The Wendt-Bristol Company, Pittsburgh National Bank, N.A., and The Fifth Third Bank, as Warrant Agent. Filed as Exhibit 4.3 to the Company's Annual Report on Form 10-K for the year ended December 31, 1992 and incorporated herein by reference pursuant to Rule 411(c) -
9 Voting Trust Agreement, dated December 4, 1992, between The Wendt-Bristol Health Services Corporation, Corporate Life Insurance Company and Marvin D. Kantor, as Voting Trustee. Filed as Exhibit 9 to the Company's Annual Report on Form 10-K for the year ended December 31, 1993 and incorporated herein by reference pursuant to Rule 411(c) - 10.1 Employee Stock Option Plan, as amended. Filed as Exhibit 28.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 1991, and incorporated herein by reference pursuant to Rule 411(c) - 10.2 Loan and Security Agreement, dated March 27, 1996, between Ethan Allen Care Center, Inc. dba Bristol House of Springfield and DVI Capital Company relating to equipment financial. Filed as Exhibit 10.10 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995 and incorporated herein by reference pursuant to Rule 411(c) - 10.3 Asset Purchase Agreement, dated April 15, 1996, between Congress Liquors, Inc. and MHK Corp. Filed as Exhibit 10.11 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995 and incorporated herein by reference pursuant to Rule 411(c) - 10.4 Mortgage and security agreement dated April 1, 1996, between Wendt-Bristol Diagnostics Co. L.P. and National City Bank. Filed as Exhibit 10.11 to the Company's Form 10-Q for the quarter ended June 30, 1996 and incorporated herein by reference pursuant to Rule 411(c) - 10.5 Mortgage and security agreement dated April 19, 1996 between The Wendt-Bristol Health Services Corporation and Grand Pacific Finance Corp. Filed as Exhibit 10.12 to the Company's Form 10-Q for the quarter ended June 30, 1996 and incorporated herein by reference pursuant to Rule 411(c) - 10.6 Receivables purchase and sale agreement dated May 30, 1996 between The Wendt-Bristol Company, et al, and HealthPartners Funding L.P., relating to the health care receivables securitization program. Filed as Exhibit 10.13 to the Company's Form 10-Q for the quarter ended June 30, 1996 and incorporated herein by reference pursuant to Rule 411(c) -
10.7 Amendment to Receivables Purchase and Sale Agreement dated August 29, 1996 between The Wendt-Bristol Company, et al, and HealthPartners Funding L.P., relating to the health care receivables financing program. Filed as Exhibit 10.14 to the Company's Form 10-Q for the quarter ended September 30, 1996 and incorporated herein by reference pursuant to Rule 411(c) - 10.8 Convertible subordinated bond, dated December 23, 1996, by and between The Wendt-Bristol Health Services Corporation and Societe Generale Bank & Trust, or registered assigns. Filed as Exhibit 1 to the Company's Form 8-K dated December 23, 1996 and incorporated herein by reference pursuant to Rule 411(c) - 10.9 Series 1 Bond dated February 14, 1997, by and between The Wendt-Bristol Health Services Corporation and Societe Generale Bank & Trust, or registered assigns, with Schedule 1. Filed as Exhibit 1 to the Company's Form 8-K dated February 14, 1997 and incorporated herein by reference pursuant to Rule 411(c) - 10.10 Series 1 Warrant dated February 14, 1997, by and between The Wendt-Bristol Health Services Corporation and Societe Generale Bank & Trust, or registered assigns, with Schedule 1. Filed as Exhibit 2 to the Company's Form 8-K dated February 14, 1997 and incorporated herein by reference pursuant to Rule 411(c) - 10.11 Temco National Corporation 401(k) Profit Sharing Plan. Filed as Exhibit 28.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 1991, and incorporated herein by reference pursuant to Rule 411(c) - 10.12 Sale and Subservicing Agreement, dated as of February 5, 1993, among The Wendt-Bristol Company, et al, NPF IV, Inc. and National Premier Financial Services, Inc., relating to the health care receivables securitization program. Filed as Exhibit 28.6 to the Company's Annual Report on Form 10-K for the year ended December 31, 1992, and incorporated herein by reference pursuant to Rule 411(c) - 10.13 Stock Purchase Agreement, dated June 4, 1993, between The Wendt-Bristol Health Services Corporation and Corporate Life Insurance Company. Filed as Exhibit 10.4 to the Company's Annual Report on Form 10-K for the year ended December 31,
1993 and incorporated herein by reference pursuant to Rule 411(c) - 10.14 Installment Business Loan Note, dated January 30, 1996, between The Wendt-Bristol Company and Marvin D. Kantor related to working capital loan. Filed as Exhibit 10.5 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995 and incorporated herein by reference pursuant to Rule 411(c). - 10.15 Stock Pledge Agreement dated January 30, 1996, between The Wendt-Bristol Company and Marvin D. Kantor related to working capital loan. Filed as Exhibit 10.6 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995 and incorporated herein by reference pursuant to Rule 411(c) - 10.16 Loan and Security Agreement, dated March 27, 1996, between Wendt-Bristol Diagnostics Company, L.P. and DVI Capital Company relating to equipment financing. Filed as Exhibit 10.7 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995 and incorporated herein by reference pursuant to Rule 411(c) - 10.17 Loan and Security Agreement, dated March 27, 1996, between Health America, Inc. dba Wendt-Bristol Center and DVI Capital Company relating to equipment financing. Filed as Exhibit 10.8 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995 and incorporated herein by reference pursuant to Rule 411(c) - 10.18 Loan and Security Agreement, dated March 27, 1996, between American Care Center, Inc. dba Bristol House of Columbus and DVI Capital Company relating to equipment financing. Filed as Exhibit 10.9 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995 and incorporated herein by reference pursuant to Rule 411(c) - 12 Statement regarding computation of ratios 13 Annual Report 21 Subsidiaries of Registrant 23.1 Consent of Hausser + Taylor LLP relating to The Wendt-Bristol Health Services Corporation
23.2 Consent of Hausser + Taylor LLP relating to Wendt-Bristol Diagnostics Company 23.3 Consent of Hausser + Taylor LLP relating to Wendt-Bristol Diagnostics Company L.P. 24 Power of attorneys 27 EDGAR Financial Data Schedule
APPENDIX A THE WENDT-BRISTOL HEALTH SERVICES CORPORATION TERMS OF SERIES 1 CUMULATIVE DIVIDEND CONVERTIBLE PREFERRED STOCK THE WENDT-BRISTOL HEALTH SERVICES CORPORATION TERMS OF SERIES 1 CUMULATIVE DIVIDEND CONVERTIBLE PREFERRED STOCK Resolved, that pursuant to the authority vested in the board of directors of The Wendt-Bristol Health Services Corporation by its Certificate of Incorporation, as amended, the board of directors hereby assigns the attributes of previously authorized preferred stock, a series of preferred stock designated as Series 1 Cumulative Dividend Convertible Preferred Stock ("Series"), consisting of 500,000 shares, $1 par value each, with a stated value of $20.00 per share, of which the preferences and other special rights and the qualifications, limitations, or restrictions on such preferences and rights shall be as follows: DIVIDENDS The holders of record of shares of this Series shall be entitled to receive, when and as declared by the board of directors out of funds legally available therefor, cash dividends at the rate of $1.20 per share per annum, payable quarterly on such dates as may from time to time be determined by the board of directors, in preference to and in priority over dividends upon the Common Stock of the Corporation and all other shares of Preferred Stock of the Corporation that are by their terms expressly made junior as to dividends to this Series. The holders of shares of this Series shall not be entitled to any dividends other than the cash dividends provided for in this Section. No dividends shall be declared or paid on the Common Stock of the Corporation during any period when the Corporation has failed to pay a quarter-annual dividend on this Series for any preceding quarter. LIQUIDATION In the event of a liquidation, dissolution, or winding up of the Corporation, the holders of shares of this Series shall be entitled to receive out of the assets of the Corporation an amount equal to $20 per share, plus any accrued and unpaid dividends thereon to the date fixed for distribution, in preference to and in priority over any such distribution upon the Common Stock of the Corporation and all other shares of Preferred Stock of the Corporation that are by their terms expressly made junior as to liquidation preferences to this Series. If the assets of the Corporation are not sufficient to pay such amounts in full to the holders of this Series and all other Series of Preferred Stock of the Corporation ranking equally as to liquidation preferences with the shares of this Series, the holders of this Series and of all such other Series shall share ratably in any such distribution of assets in accordance with the amounts that would be payable on such distribution if the amounts to which the holders of this and all such other Series are entitled were paid in full. REDEMPTION This Series may be redeemed, in whole or in part, at the option of the Corporation by resolution of its board of directors, at any time and from time to time, at the redemption price per share of $24 plus any accrued and unpaid dividends thereon to the date fixed for redemption. In the event that less than the entire number of the shares of this Series outstanding is at any one time redeemed by the Corporation, the shares to be redeemed shall be selected by lot in a manner determined by the board of directors of the Corporation. Not less than thirty nor more than sixty days prior to the date fixed for any redemption of this Series or any part thereof, a notice specifying the time and place of such redemption shall be given by first-class mail, postage prepaid, to the holders of record of the shares of this Series selected for redemption at their respective addresses as the same shall appear on the books of the Corporation, but no failure to mail such notice or any defect therein or in the mailing thereof shall affect the validity of the proceedings for redemption. Any notice that was mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the holder receives the notice. After the giving of any notice of voluntary redemption and prior to the close of business on the date fixed for such redemption, the holders of shares of this Series called for redemption may convert such stock into Common Stock of the Corporation in accordance with the conversion privileges set forth below in "Conversion Privilege and Price." After the date fixed for the redemption of shares of this Series by the Corporation, the holders of shares selected for redemption shall cease to be stockholders with respect to such shares and shall have no interest in or claims against the Corporation by virtue thereof and shall have no other rights with respect to such shares, except the right to receive the moneys payable upon such redemption from the Corporation, without interest thereon, upon surrender (and endorsement, if required by the Corporation) of their certificates, and the shares represented thereby shall no longer be deemed to be outstanding. The Corporation may, at its option, at any time after a notice of redemption has been given, deposit the redemption price for all shares of this Series designated for redemption and not yet redeemed, plus any accrued and unpaid dividends thereon to the date fixed for redemption, with the transfer agent or agents for this Series, as a trust fund for the benefit of the holders of the shares of this Series designated for redemption. From and after the making of such deposit, the holders of the shares designated for redemption shall cease to be stockholders with respect to such shares and shall have no interest in or claim against the Corporation by virtue thereof and shall have no other rights with respect to such shares, except the right to receive from such trust fund the moneys payable upon such redemption, without interest thereon, upon surrender (and endorsement, if required by the Corporation) of their certificates, and the shares represented thereby shall no longer be deemed to be outstanding. Such deposit shall not impair the right of conversion provided for herein. Any moneys deposited by the Corporation pursuant to this Section for the redemption of shares thereafter converted into Common Stock shall be returned to the Corporation forthwith upon their conversion, and any balance of such moneys remaining unclaimed at the end of the five years commencing on the date fixed for redemption shall be repaid to the Corporation upon its request expressed in a resolution of its board of directors, subject to applicable escheat laws. NON-VOTING Except as otherwise expressly provided below or as required by Law, this Series shall be non-voting. CHANGES IN PREFERRED STOCK TERMS The Corporation may, by resolution of its board of directors or as otherwise permitted by law, from time to time alter or change the preferences, rights, or powers of this Series. However, no such alteration or change shall be made that adversely affects the preferences, rights, or powers of the shares of all outstanding Series of Preferred Stock of the Corporation without the affirmative vote or the written consent as provided by law of the holders of at least two thirds of the outstanding shares of all Series of Preferred Stock, voting as a single class. No alteration or change shall be made that adversely affects the preferences, rights, or powers of this but not all outstanding Series of Preferred Stock of the Corporation, without the affirmative vote or written consent as provided by law of the holders of at least two thirds of the outstanding shares of this and any other Series so affected by such alteration or change, voting as a single class. The holders of this Series shall not be entitled to participate in any such class vote if, at or prior to the time when any such alteration or change is to take effect, provision is made pursuant to "Redemption" above for the redemption of all shares of this Series at the time outstanding. Nothing in this paragraph shall require a class vote or consent in connection with the authorization, designation, increase, or issuance of any shares of any class or series of stock (including additional shares of this Series) that ranks junior to or on a parity with shares of this Series as to dividends and liquidation rights, or in connection with the authorization, designation, increase, or issuance of any bonds, mortgages, debentures, or other obligations of the Corporation. CONVERSION PRIVILEGE AND PRICE The holders of shares of this Series shall have the right, at their option, to convert such shares into full-paid and nonassessable shares of Common Stock of the Corporation. Each share of this Series shall be convertible into 6 and 2/3rds share of Common Stock. See Adjustment of Conversion Ratio below. In case shares of this Series are called for redemption by the Corporation pursuant to "Redemption" above, the right to convert such shares shall cease and terminate at the close of business on the date fixed for redemption by the Corporation. CONVERSION PROCEDURE In order to convert shares of this Series into Common Stock, the holder shall surrender at the office of any transfer agent for this Series designated for that purpose by the board of directors, or at any such other office as may be designated by the board of directors, the certificate or certificates therefor, duly endorsed or assigned to the Corporation or in blank, and shall give written notice to the Corporation at said office that he elects to convert such shares. No payment or adjustment shall be made upon any conversion on account of any dividends accrued on the shares of this Series surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Shares of this Series shall be deemed to have been converted immediately prior to the close of business on the day of the surrender of such shares for conversion in accordance with the foregoing provisions and the person or persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at said office a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with a payment in lieu of any fraction of a share, as hereafter provided, to the person or persons entitled to receive the same. No fractional shares of Common Stock shall be issued upon conversion, but, instead of any fraction of a share that would otherwise be issuable, the Corporation shall pay a cash adjustment in respect of such fraction in an amount equal to the same fraction of the market price per share of Common Stock at the close of business on the day of conversion. The market value of a share of Common Stock shall be the last reported sale price on the American Stock Exchange on the last business day prior to the conversion date when the American Stock Exchange is open, or, if there is no reported sale on such day, the last reported closing bid price on the American Stock Exchange at the close of trading on that day. If the Common Stock is not then listed on the American Stock Exchange, the market value shall be the prevailing market value of the Common Stock on any other securities exchange or in the open market, as determined by the Corporation, which determination shall be conclusive. The Corporation will pay any and all documentary, stamp, or similar taxes that may be payable in respect of the issue or delivery of shares of Common Stock on conversion of shares of this Series. The Corporation shall not, however, be required to pay any such tax that may be payable in respect of any transfer involved in the issue and delivery of shares of Common Stock in a name other than that in which the shares of this Series so converted were registered, and no such issue or delivery shall be made unless and until the person requesting such issue has paid to the Corporation the amount of any such tax, or has established, to the satisfaction of the Corporation, that such tax has been paid. The Corporation shall at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock (or held in treasury), for the purpose of effecting the conversion of the shares of this Series, the full number of shares of Common Stock then deliverable upon the conversion of all shares of this Series then outstanding. ADJUSTMENT OF CONVERSION RATIO If the Corporation subdivides or combines in a larger or smaller number of shares its outstanding shares of Common Stock, then the number of shares of Common Stock issuable upon the conversion of this Series shall be proportionally increased in the case of a subdivision and decreased in the case of a combination, effective in either case at the close of business on the date that the subdivision or combination becomes effective. If the Corporation is recapitalized, is consolidated with or merged into any other corporation, or sells or conveys to any other corporation all or substantially all of its property as an entity, provision shall be made as part of the terms of the recapitalization, consolidation, merger, sale, or conveyance so that the holders of this Series may receive, in lieu of the Common Stock otherwise issuable to them upon conversion of this Series, at the same conversion ratio, the same kind and amount or securities or assets as may be distributable upon the recapitalization, consolidation, merger, sale, or conveyance with respect to the Common Stock. If the Corporation at any time pays to the holders of its Common Stock a dividend in Common Stock, the number of shares of common stock issuable upon the conversion of Preferred Stock shall be proportionally increased, effective at the close of business on the record date for determination of the holders of the Common Stock entitled to the dividend. If the Corporation at any time pays any dividend or makes any distribution on its Common Stock in property (other than cash or Common Stock of the Corporation), then the number of shares of Common Stock issuable upon the conversion of this Series shall be equitably adjusted at the close of business on the record date for determination of the holders of the Common Stock entitled to said dividend or distribution. These adjustments shall be made successively if more than one of these events occurs. However, no adjustment in the conversion ratio of this Series into Common Stock shall be made by reason of: (a) the payment of a cash dividend on the Common Stock or on any other class of stock of the Corporation; (b) the purchase, acquisition, redemption, or retirement by the Corporation of any shares of common stock or of any other class of stock of the Corporation, except as provided above in connection with a subdivision or combination of the outstanding Common Stock of the Corporation; (c) the issuance, other than as provided above, of any shares of Common Stock, or of any securities of the Corporation convertible into common stock or into other securities of the Corporation, or of any rights, warrants or options to subscribe for or purchase shares of Common Stock or other securities of the Corporation. NOTICE TO HOLDERS OF CERTAIN TRANSACTIONS The Corporation shall cause a notice to be mailed to the transfer agent or agents for this Series, and to the holders of record of shares of this Series at their respective addresses as the same shall appear on the books of the Corporation, in case of any transaction which would result in a change in the conversion formula. NO OTHER RIGHTS The shares of this Series shall not have any relative, participating, optional, or other special rights or powers other than as set forth above and in the Certificate of Incorporation of the Corporation, as amended. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000729211_new_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000729211_new_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..ebf78e31074e3c39786b7bc02124f250a62208ca --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000729211_new_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Rights and the NAI Shares offered hereby will be passed upon for NAI by Ballard Spahr Andrews & Ingersoll, LLP, Baltimore, Maryland. Certain matters of law will be passed upon for NAI by Robinson Silverman Pearce Aronsohn & Berman LLP, New York, New York. -92- INDEX TO NEW AMERICA NETWORK, INC. ---------------------------------- CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 1998 AND 1997 TOGETHER WITH AUDITORS' REPORT
Page ---- Index to Consolidated Financial Statements................................................F-1 Report of Independent Public Accountants..................................................F-2 Consolidated Balance Sheets - June 30, 1998 and 1997......................................F-3 Consolidated Statements of Operations for the years ended June 30, 1998, 1997 and 1996...........................................................F-4 Consolidated Statements of Stockholders' Deficit for the years ended June 30, 1998, 1997 and 1996..........................................................F-5 Consolidated Statements of Cash Flows for the years ended June 30, 1998, 1997 and 1996..........................................................F-6 Notes to Consolidated Financial Statements................................................F-7
F-1 ARTHUR ANDERSEN LLP REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Stockholders of New America Network, Inc.: We have audited the accompanying consolidated balance sheets of New America Network, Inc. as of June 30, 1998 and 1997, and the related consolidated statements of operations, stockholders' deficit and cash flows for each of the three years in the period ended June 30, 1998. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of New America Network, Inc. as of June 30, 1998 and 1997, and the consolidated results of their operations and their cash flows for each of the three years in the period ended June 30, 1998 in conformity with generally accepted accounting principles. /s/ Arthur Andersen LLP Philadelphia, Pa., August 14, 1998 F-2 NEW AMERICA NETWORK, INC. ------------------------- CONSOLIDATED BALANCE SHEETS ---------------------------
June 30 --------------------------------- 1998 1997 ----------------- --------------- ASSETS CURRENT ASSETS: Cash $ 135,854 $ 61,506 Accounts receivable (net of allowance of $20,000 at June 30, 1998 and 1997) 962,981 576,924 Commissions receivable 554,964 856,194 Notes and other receivables 13,612 16,829 Other current assets 55,926 20,456 ---------------- --------------- Total current assets 1,723,337 1,531,909 ---------------- --------------- PROPERTY AND EQUIPMENT, net 172,655 155,083 OTHER ASSETS, net 199,836 1,987 ---------------- --------------- Total assets $ 2,095,828 $ 1,688,979 ================ =============== LIABILITIES AND STOCKHOLDERS' DEFICIT ------------------------------------- CURRENT LIABILITIES: Accounts payable and accrued expenses $ 1,249,268 $ 1,051,859 Accrued interest 88,290 127,495 Current portion of long-term debt 127,945 133,333 Stockholder loans 441,235 441,235 Deferred revenue 1,068,473 773,023 ---------------- --------------- Total current liabilities 2,975,211 2,526,945 ---------------- --------------- LONG-TERM DEBT 70,000 -- ---------------- --------------- Total liabilities 3,045,211 2,526,945 ---------------- --------------- REDEEMABLE CONVERTIBLE PREFERRED STOCK (Note 5) 202,000 252,000 ---------------- --------------- COMMITMENTS AND CONTINGENCIES (Notes 8, 9 and 10) STOCKHOLDERS' DEFICIT: Common stock 134,091 132,939 Additional paid-in capital 2,556,365 2,526,969 Accumulated deficit (3,607,971) (3,517,206) Treasury stock, at cost (233,868) (232,668) ---------------- --------------- Total stockholders' deficit (1,151,383) (1,089,966) ---------------- --------------- Total liabilities, redeemable convertible preferred stock and stockholders' deficit $ 2,095,828 $ 1,688,979 ================ ===============
The accompanying notes are an integral part of these financial statements. F-3 NEW AMERICA NETWORK, INC. ------------------------- CONSOLIDATED STATEMENTS OF OPERATIONS -------------------------------------
For the Year Ended June 30 ---------------------------------------------- 1998 1997 1996 ------------- --------------- -------------- REVENUE: Commissions $ 3,580,598 $ 4,001,168 $ 4,124,139 License fees 1,554,808 1,281,861 1,373,418 Other 610,072 617,587 522,399 -------------- --------------- -------------- Total revenue 5,745,478 5,900,616 6,019,956 -------------- --------------- -------------- COST AND EXPENSES: Commission expense 833,781 1,142,575 1,782,292 Sales and marketing 282,488 321,379 284,963 Compensation and benefits 2,529,740 2,527,676 2,437,395 Other operating 2,039,043 1,644,040 1,475,091 Depreciation and amortization 80,799 52,518 56,321 Interest, net 63,832 59,639 48,035 -------------- --------------- -------------- Total costs and expenses 5,829,683 5,747,827 6,084,097 -------------- --------------- -------------- Income (loss) from operations (84,205) 152,789 (64,141) -------------- --------------- -------------- EQUITY IN LOSS OF AFFILIATE -- 24,863 4,763 Income (loss) from continuing operations before income taxes (84,205) 127,926 (68,904) INCOME TAXES -- -- -- -------------- --------------- -------------- Income (loss) from continuing operations (84,205) 127,926 (68,904) LOSS FROM OPERATIONS OF DISCONTINUED BUSINESSES, net of tax (Note 7) -- 222,791 128,096 -------------- --------------- -------------- NET LOSS (84,205) (94,865) (197,000) Preferred share distributions 6,560 10,580 12,580 -------------- --------------- -------------- NET LOSS AVAILABLE TO COMMON SHAREHOLDERS $ (90,765) $ (105,445) $ (209,580) ============== =============== ============== Income (loss) from continuing operations per common share $ (.01) $ .01 $ (.01) -------------- --------------- -------------- Discontinued operations per common share -- (.02) (.01) --------------- --------------- -------------- Basic and diluted net loss per common share $ (.01) $ (.01) $ (.02) =============== =============== ==============
The accompanying notes are an integral part of these financial statements. F-4 NEW AMERICA NETWORK, INC. ------------------------- CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT ------------------------------------------------
Common Stock Additional ---------------------------- Paid-In Accumulated Treasury Shares Par Value Capital Deficit Stock ------------- ------------ ------------ --------------- ------------- BALANCE, JUNE 30, 1995 12,782,090 $ 131,876 $ 2,460,962 $ (3,202,181) $ (227,893) Stock issued 81,110 811 Amortization of deferred compensation 37,642 Distributions on preferred stock (12,580) Net loss (197,000) -------------- ---------- -------------- BALANCE, JUNE 30, 1996 12,863,200 132,687 2,498,604 (3,411,761) (227,893) Stock issued 25,170 252 Amortization of deferred compensation 28,365 Distributions on preferred stock (10,580) Treasury stock purchase (17,125) (4,775) Net loss (94,865) -------------- ---------- ------------ -------------- -------------- BALANCE, JUNE 30, 1997 12,871,245 132,939 2,526,969 (3,517,206) (232,668) Stock issued 115,169 1,152 13,250 Amortization of deferred compensation 16,146 Distributions on preferred stock (6,560) Treasury stock purchase (12,000) (1,200) Net loss (84,205) -------------- ---------- ------------ -------------- -------------- BALANCE, JUNE 30, 1998 12,974,414 $ 134,091 $ 2,556,365 $ (3,607,971) $ (233,868) ============== ========== ============ ============== ============= Total -------------- BALANCE, JUNE 30, 1995 $ (837,236) Stock issued 811 Amortization of deferred compensation 37,642 Distributions on preferred stock (12,580) Net loss (197,000) ------------- BALANCE, JUNE 30, 1996 (1,008,363) Stock issued 252 Amortization of deferred compensation 28,365 Distributions on preferred stock (10,580) Treasury stock purchase (4,775) Net loss (94,865) ------------- BALANCE, JUNE 30, 1997 (1,089,966) Stock issued 14,402 Amortization of deferred compensation 16,146 Distributions on preferred stock (6,560) Treasury stock purchase (1,200) Net loss (84,205) ------------- BALANCE, JUNE 30, 1998 $ (1,151,383) ==============
The accompanying notes are an integral part of these financial statements. F-5 NEW AMERICA NETWORK, INC. ------------------------- CONSOLIDATED STATEMENTS OF CASH FLOWS -------------------------------------
For the Year Ended June 30 ------------------------------------------ 1998 1997 1996 ------------- ------------ ------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (84,205) $ (94,865) $ (197,000) Adjustments to reconcile net loss to net cash provided by operating activities- Discontinued operations -- 222,791 128,096 Equity in loss of affiliate -- 24,863 4,763 Depreciation and amortization 80,799 52,518 56,321 Amortization of deferred compensation 30,548 28,617 38,453 Changes in assets and liabilities- (Increase) decrease in-- Accounts receivable (386,057) 139,454 (82,409) Commissions receivable 301,230 (129,253) (25,464) Notes and other receivables 3,217 2,737 (23,479) Other current assets (35,470) (25,257) 14,021 Other assets (219,849) 1,908 (4,140) Increase (decrease) in-- Accounts payable and accrued expenses 158,204 98,945 225,660 Deferred revenue 295,450 (89,483) 23,416 ------------- ------------ ------------ Net cash provided by operating activities 143,867 232,975 158,238 ------------- ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES: Costs incurred by discontinued operations -- (222,791) (128,096) Purchase of property and equipment (76,371) (37,226) (149,060) ------------ ------------ ------------ Net cash used in investing activities (76,371) (260,017) (277,156) ------------ ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Distributions paid on preferred stock (6,560) (10,580) (12,580) Treasury stock purchase (1,200) (4,775) -- Redemption of redeemable convertible preferred stock (50,000) (50,000) (50,000) Loan proceeds 114,301 150,000 110,531 Repayment of long-term debt (49,689) (71,182) (55,365) ------------- ------------ ------------ Net cash provided by (used in) financing activities 6,852 13,463 (7,414) ------------- ------------ NET INCREASE (DECREASE) IN CASH 74,348 (13,579) (126,332) CASH, BEGINNING OF PERIOD 61,506 75,085 201,417 ------------- ------------ CASH, END OF PERIOD $ 135,854 $ 61,5060 $ 75,085 ============ ============= =============
The accompanying notes are an integral part of these financial statements. F-6 NEW AMERICA NETWORK, INC. ------------------------- NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ------------------------------------------ JUNE 30, 1998 ------------- 1. NATURE OF BUSINESS: ------------------- New America Network, Inc. (the "Company") is a Delaware corporation, which has developed a network of independently owned licensed real estate brokers to provide commercial real estate brokerage and other real estate-related services. The independent brokers pay licensing fees to be included in the Company's network, which enables them to share brokerage commissions on commercial transactions. The Company services national and international businesses which own or use real estate throughout the United States and, to a lesser extent, abroad. The Company provides brokerage and real estate services to institutional owners, lenders and large corporations. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: ------------------------------------------- Principles of Consolidation - --------------------------- The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates - ---------------- The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Statements of Cash Flows - ------------------------ The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents for purposes of the statements of cash flows. Cash paid for interest was $103,037, $27,337 and $16,799 for the years ended June 30, 1998, 1997 and 1996, respectively. Earnings Per Share - ------------------ In February 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings per Share." SFAS No. 128 establishes standards for computing and presenting earnings per share ("EPS") and applies to entities with F-7 publicly held common stock or potential common stock. This statement simplifies the standards for computing EPS previously found in APB Opinion No. 15, "Earnings per Share," and makes them comparable to international EPS standards. Basic EPS is based on the weighted average number of common shares outstanding. The weighted average number of shares outstanding used in the Basic EPS computations was 12,958,998, 12,883,549 and 12,860,322 for the years ended June 30, 1998, 1997 and 1996, respectively. The Diluted EPS computations have been adjusted to give effect to common share equivalents; specifically, redeemable convertible preferred stock outstanding. The weighted average number of shares outstanding used in the Diluted EPS computations was 13,084,998, 13,034,549 and 13,036,322 for the years ended June 30, 1998, 1997 and 1996, respectively. The Company's per common share data is as follows:
For the Year Ended June 30 ----------------------------------------- 1998 1997 1996 --------- --------- --------- Income (loss) from continuing operations $ (.01) $ .01 $ (.01) Discontinued operations -- (.02) (.01) ---------- ---------- -------- Basic and diluted net loss $ (.01) $ (.01) $ (.02) ========= ========= =========
Property and Equipment Property and equipment are stated at cost. Major renewals and betterments are capitalized while replacements, maintenance and repairs that do not improve or extend the life of the asset are expensed. As assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any gain or loss is reflected. Depreciation is computed using the straight-line method over the estimated useful lives of the assets as follows:
June 30 -------------------------------- Useful Life 1998 1997 -------------- ------------------ ------------- Office equipment 7 years $ 189,273 $ 128,219 Leasehold improvements 7 years 13,626 13,626 Computer equipment 3 years 162,440 151,679 ------------- ------------- 365,339 293,524 Less- Accumulated depreciation (192,684) (138,441) ------------- ------------- Property and equipment, net $ 172,655 $ 155,083 ============= =============
Other Assets Other assets consist primarily of certain costs directly attributable to the proposed offering transaction described in Note 11. These costs have been deferred and will be charged directly against the gross proceeds from the consummated offering. F-8 Investments - ----------- The Company accounts for its 50% investment in NAIS on the equity method. The Company's net investment in NAIS as of June 30, 1998 and 1997, was zero. The joint venture was operationally dissolved in June 1998 and is currently being wound down with anticipated legal dissolution in fiscal 1999. The Company's share of NAIS's loss was $0, $24,863 and $4,763 for the years ended June 30, 1998, 1997 and 1996, respectively. Revenue Recognition and Deferred Revenue - ---------------------------------------- License fees received from the Company's member broker firms are deferred and recognized ratably over the term of the marketing service agreement, generally over one to three years. Commissions from real estate sales brokered by the Company are recognized at the time of the transfer of title. Commissions from other network transactions are primarily recognized as they are earned. Such commissions may be collected in installments over several years. 3. INDEBTEDNESS: ------------- Notes Payable - ------------- The Company had available a $100,000 line of credit from First Washington State Bank which expired on October 2, 1997. The line was secured by a second mortgage on the Company's office building. Borrowings against this line were $100,000 as of June 30, 1997. Interest was payable quarterly on this line at a rate of prime plus 1%. This line was repaid on October 2, 1997. On October 2, 1997, the Company entered into a $100,000 line of credit with First Washington State Bank. The line is secured by a second mortgage on the Company's office building and borrowings under the line bear interest at prime plus 1% (prime was 8.5% at June 30, 1998) with a maturity date of October 1998. The Company had borrowings of $100,000 outstanding at June 30, 1998. The Company had a commercial installment loan in the amount of $80,000 from First Washington State Bank which was secured by equipment and personally guaranteed by the Chief Executive Officer of the Company. The interest rate on this loan was prime plus 1% (prime was 8.5% at June 30, 1997). The outstanding principal balance on this loan totaled $33,333 as of June 30, 1997. This loan was repaid in full during 1998. On December 2, 1997, the Company received $100,000 of proceeds from a term loan with First Washington State Bank. The loan bears interest at the prime rate plus 1% (prime was 8.5% at June 30, 1998), with monthly principal payments of $1,667 and a maturity date of December 2002. The loan is secured by a third mortgage on the Company's office building and personally guaranteed by the Chief Executive Officer of the Company. At June 30, 1998, principal of $90,000 was outstanding under this loan, with remaining principal payments of $20,000 due in fiscal years 1999 through 2002 and $10,000 due thereafter. F-9 On February 11, 1998, the Company received $14,300 of proceeds from a loan with Premium Funding Association. The loan bears interest at a fixed rate of 10.5%. At June 30, 1998, principal of $7,945 was outstanding under this loan. Principal and interest payments of $1,589 are due monthly with all outstanding principal and interest due in full at the loan maturity date of November 1998. Aggregate maturities follow: 1999 $ 127,945 2000 20,000 2001 20,000 2002 20,000 2003 10,000 --------------- Total $ 197,945 =============== Stockholder Loans - ----------------- The Company had loans outstanding of $441,235 at June 30, 1998 and June 30, 1997, from certain of its stockholders. These amounts are due on demand and interest is payable at rates ranging from 10% to 12%. During the years ended June 30, 1998 and 1997, the Company incurred interest of $50,398 and $41,588 on these borrowings, respectively. 4. RELATED PARTY TRANSACTIONS: --------------------------- The Company rents office space in Hightstown, New Jersey, under the terms of an operating lease from an affiliate owned by two officers of the Company. The minimum annual rent under the lease is $102,000 and the lease expires in April 1999. The lease automatically renews for successive one-year periods and either party may terminate the lease on 90 days written notice. During fiscal 1998, 1997 and 1996, the Company paid $102,000 in rent expense under the terms of this lease. During fiscal 1998, the Company received commissions totaling $100,000 from Kranzco Realty Trust ("Kranzco") for assistance in the acquisition of five shopping center properties. 5. REDEEMABLE CONVERTIBLE PREFERRED STOCK: --------------------------------------- The Company issued 201,000 shares of Series A Redeemable Convertible Preferred Stock ("Series A Preferred Stock"), par value $.01 per share in April 1994 for $402,000. The Series A Preferred Stock has a distribution rate of 4 percent of the Exchange Price ($2.00). The distributions are payable in arrears on July 1, October 1, January 1, and April 1. The holders of shares of the Series A Preferred Stock are able to convert all or part of such shares into shares of Common Stock of the Company equal to the lesser of $2.00 or the average NASDAQ bid price per share, as defined. Upon such conversion, the holder of shares of Series A Preferred Stock will also receive a warrant to purchase, for one year, shares of common stock equal to one share of common stock for every ten shares of Series A Preferred Stock converted at a purchase price of $1 per share. No shares of Series A Preferred Stock have been converted through June 30, 1998. F-10 The Company is required to redeem shares of Series A Preferred Stock in five consecutive annual installments of at least 25,000 shares on October 1, 1994 through 1998, with all remaining shares being redeemed on or before September 30, 1999. The Company has redeemed 100,000 shares through June 30, 1998 for a total value of $200,000. The Company paid distributions of $6,560, $10,580 and $12,580 for the years ended June 30, 1998, 1997 and 1996, respectively. 6. STOCKHOLDERS' DEFICIT: --------------------- Common Stock - ------------ The Company had 200,000,000 shares of Common stock, $.01 par value per share authorized as of June 30, 1998 and 1997. The Company had 13,409,089 shares of common stock issued and 12,974,414 shares outstanding as of June 30, 1998. The Company had 13,293,920 shares of common stock issued and 12,871,245 shares outstanding as of June 30, 1997. Treasury Stock - -------------- The Company repurchases common stock at a weighted average stock price at management's discretion. At June 30, 1998 and 1997, the Company had 434,675 shares of treasury stock valued at $233,868 and 422,675 shares of treasury stock valued at $232,668, respectively. 7. INCOME TAXES: ------------- The Company accounts for income taxes under the provisions of SFAS No. 109, "Accounting for Income Taxes," that utilizes an asset and liability approach for financial accounting and reporting for income taxes. The Company files a consolidated federal tax return and state tax returns on a separate company basis. At June 30, 1998, the Company had federal net operating loss carryforwards of approximately $2,270,000 for application against future taxable income. Such carryforwards expire between 2002 and 2012. Changes in ownership, as defined by Section 382 of the Internal Revenue Code, could limit the amount of net operating loss carryforwards used in any one year. The components of income tax provision (benefit) are as follows: For the Year Ended June 30 ------------------------------------------------- 1998 1997 1996 ------------- --------------- --------------- Current: Federal $ -- $ -- $ -- State -- -- -- --------------- --------------- ---------------- -- -- -- --------------- --------------- ---------------- Deferred: Federal (156,517) (56,444) 112,808 State -- -- ---------------- (156,517) (56,444) 112,808 --------------- --------------- ---------------- Valuation allowance 156,517 56,444 (112,808) --------------- --------------- ---------------- $ -- $ -- $ -- =============== =============== ================ F-11 The reported provision for income taxes differs from that computed by multiplying pre-tax income by the applicable statutory federal income tax rate due primarily to state income taxes and the utilization of net operating loss carryforwards. The components of the net deferred tax asset (liability) are as follows: June 30 ------------------------------------- 1998 1997 --------------- ------------------ Net operating loss carryforwards $ 891,697 $ 1,012,048 Other accruals and reserves 44,555 (232,313) ------------------ ------------------ 936,252 779,735 ------------------ ------------------ Valuation allowance (936,252) (779,735) ------------------ ------------------ Net $ -- $ -- ================== ------------------ A valuation allowance is provided when it is more likely than not that some portion of the deferred tax asset will not be realized. The Company has established a valuation allowance for the entire net deferred tax asset. 8. DISCONTINUED OPERATIONS: ----------------------- During 1997, the Company adopted plans to discontinue the operations of New America Financial Services ("NAFS"). Accordingly, the operating results of NAFS have been segregated from continuing operations and reported as a separate line item on the statement of operations for the fiscal years ended June 30, 1997 and 1996. Operating results from discontinued operations are as follows: 1997 1996 ---------------- ---------------- Total revenue $ 9,530 $ 26,250 Costs and expenses: Cost of services -- -- Operating expenses (232,321) (154,346) --------------- ---------------- Loss from operations of discontinued businesses $ (222,791) $ (128,096) =============== ================ No deferred tax benefit was recorded for discontinued operations due to the Company's net operating loss carryforwards. 9. SEVERANCE AGREEMENT: ------------------- On August 15, 1994, the Company entered into a severance agreement with an employee. The Company agreed to pay the employee one year's full salary at the higher of the employee's salary at the time of the agreement or at the time of termination. This employee terminated on June 28, 1996, but remained as an independent contractor until November 25, 1996, at which time severance payments began. Payments aggregating $100,000 are to be made over a two-year period and are included in accrued expenses. F-12 10. COMMITMENTS AND CONTINGENCIES: ----------------------------- All full-time employees over the age of 21 and who have completed one full year of employment are eligible to participate in the Company's 401(k) plan. The Company contributes to the plan at its own discretion. For the years ended June 30, 1998, 1997 and 1996, the Company's contribution to the plan amounted to $0, $7,000, and $7,089, respectively. In the normal course of business, there are various claims which have been brought or asserted against the Company. After consultation with legal counsel, in management's opinion such actions or claims will not have a material adverse effect on the Company's financial position or results of operations. 11. SUBSEQUENT EVENTS: ----------------- On August 12, 1998, Kranzco commenced an exchange offer pursuant to which Kranzco has offered to exchange an aggregate of $8,000,000 of Kranzco 6% Callable Convertible Subordinated Notes Due 2008 for 80% of the outstanding shares of common stock of the Company. In connection therewith, the Company and two large stockholders entered into an Exchange Agreement with Kranzco. The transaction is subject to certain conditions. In connection with the Exchange Agreement, the Company has agreed to effect a reincorporation merger by merging into New America International, Inc., a Maryland corporation and a wholly owned subsidiary of the Company ("NAI Maryland"). Upon the consummation of such merger, the Company will be known as New America International, Inc. and each share of the Company will be converted into 1.318087 shares of NAI Maryland. Kranzco is expected to distribute to Kranzco shareholders approximately 70.2% of the outstanding shares of the Company, estimated to be approximately 12,000,000. After the distribution, the Company will issue rights to acquire additional shares of common stock of the Company, at $2 per share, to all of its stockholders on a one-for-one basis, exercisable for 45 days. On August 6, 1998, the Company executed an agreement whereby a $202,000 promissory note was issued in connection with the repurchase of 101,000 shares of Series A Preferred Stock. Principal and accrued interest on this note are due in full at the loan maturity date of December 1998. F-13 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY NAI. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF ANY OFFER TO BUY ANY SECURITY OTHER THAN THE SHARES OF COMMON STOCK OFFERED BY THIS PROSPECTUS, NOR DOES IT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY THE SHARES OF COMMON STOCK BY ANYONE IN ANY JURIS DICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF. --------------------------- SUMMARY TABLE OF CONTENTS Page Available Information.......................................................2 Prospectus Summary..........................................................3 NAI.........................................................................3 Risk Factors...............................................................18 Use of Proceeds............................................................28 Dividend Policy............................................................30 Dilution...................................................................31 Capitalization.............................................................32 New America Network, Inc Pro Forma Condensed Financial Information.........................................35 Management's Discussion and Analysis of Financial Condition and Results of Operations..................................................... 39 Business.................................................................. 42 Related Transactions...................................................... 51 The Distribution.......................................................... 54 The Rights Offering....................................................... 57 The Concurrent Offering................................................... 64 Material United States Federal Tax Considerations.........................................................68 Management.................................................................73 Principal Stockholders.....................................................85 Certain Related Party Transactions.........................................86 Description of Securities..................................................87 Certain Provisions of Maryland Law and of NAI's Charter and Bylaws..............................................89 Shares Eligible for Future Sale............................................91 Plan of Distribution.......................................................92 Experts....................................................................92 Legal Matters..............................................................93 Index to Financial Statements.............................................F-1 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- NEW AMERICA INTERNATIONAL, INC. Common Stock Rights to Purchase Common Stock ------------ PROSPECTUS ------------ , 1998 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 13. Other Expenses of Issuance and Distribution Set forth below is an estimate of the approximate amount of the fees and expenses payable by the Registrant in connection with the issuance and distribution of the Common Stock. SEC Registration Fee.............................................$ 11,575 Blue Sky Fees and Expenses...........................................100,000 Printing and Mailing Fees............................................200,000 Counsel Fees and Expenses............................................500,000 Accountant's Fees and Expenses........................................75,000 Transfer Agent and Registrar Fees.....................................25,000 Miscellaneous.........................................................88,425 Total....................................................$1,000,000 ========== - -------------------- * Estimate Item 14. Indemnification of Directors and Officers The MGCL permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or (b) active and deliberate dishonesty established by a final judgment as being material to the cause of action. The charter of NAI contains such a provision which eliminates such liability to the maximum extent permitted by Maryland law. The charter of NAI authorizes it, to the maximum extent permitted by Maryland law, to obligate itself to indemnify and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (a) any present or former director or officer or (b) any individual who, while a director of NAI and at the request of NAI, serves or has served another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or any other enterprise as a director, officer, partner or trustee of such corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or other enterprise from and against any claim or liability to which such person may become subject or which such person may incur by reason of his or her status as a present or former director or officer of NAI. The Bylaws of NAI obligate it, to the maximum extent permitted by Maryland law, to indemnify and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (a) any present or former director or officer who is made a party to the proceeding by reason of his service in that capacity or (b) any individual who, while a director of NAI and at the request of NAI, serves or has served another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or any other enterprise as a director, officer, partner or trustee of such corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or other enterprise and who is made a party to the proceeding by reason of his service in that capacity. The charter and Bylaws also permit NAI to indemnify and advance expenses to any person who served a predecessor of NAI in any of the capacities described above and to any employee or agent of NAI or a predecessor of NAI. II-1 The MGCL requires a corporation (unless its charter provides otherwise, which NAI's charter does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he is made a party by reason of his service in that capacity. The MGCL permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made a party by reason of their service in those or other capacities unless it is established that (a) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty, (b) the director or officer actually received an improper personal benefit in money, property or services or (c) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. However, under the MGCL, a Maryland corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis that personal benefit was improperly received, unless in either case a court orders indemnification and then only for expenses. In addition, the MGCL permits a corporation to advance reasonable expenses to a director or officer upon the corporation's receipt of (a) a written affirmation by the director or officer of his good faith belief that he has met the standard of conduct necessary for indemnification by the corporation and (b) a written undertaking by him or on his behalf to repay the amount paid or reimbursed by the corporation if it shall ultimately be determined that the standard of conduct was not met. Item 15. Recent Sales of Unregistered Securities On August 1, 1994, the Board of Directors awarded 29 employees an aggregate of 47,095 shares of Common Stock as bonus compensation for services performed. The Board of Directors also awarded a consultant of the Registrant 1,875 shares of Common Stock as a performance bonus. On October 17, 1994, the Board of Directors awarded a consultant of the Registrant 100,000 shares of Common Stock as a performance bonus. On March 6, 1995, Joseph Grossman, Peter O. Hanson and Marc Shegoski, members of the Board of Directors purchased 5,000, 50,000 and 10,000 shares of Common Stock, respectively, at a price of $.50 per share. On June 5, 1995, the Board of Directors awarded Matthew Arnold, Derrick Mashore, David Blanchard and Jeffrey Finn, senior level employees of the Registrant, 30,000, 50,000, 45,000 and 20,000 shares of Common Stock as bonus compensation for services performed. On July 10, 1995, the Board of Directors awarded 34 employees an aggregate of 60,157 shares of Common Stock as bonus compensation for services performed. The Board of Directors also awarded a consultant of the Registrant 6,875 shares of Common Stock as a performance bonus. On July 27, 1995, the Board of Directors awarded 53 Broker Members an aggregate of 14,078 shares of Common Stock as a bonus. On July 9, 1996, the Board of Directors awarded 38 employees an aggregate of 25,170 shares of Common Stock as bonus compensation. On July 28, 1997, the Board of Directors awarded 34 employees an aggregate of 89,669 shares of Common Stock as bonus compensation for services permed. The Board also awarded a consultant of the Registrant 500 shares of Common Stock as a performance bonus. II-2 On January 14, 1997, the Board of Directors awarded each of Matthew Arnold, Joseph Grossman, Peter O. Hanson, Robert McMenamin and Marc Shegoski, the non-employees directors of the Registrant, 5,000 shares of Common Stock for their service on the Board. The transactions listed above were made in reliance upon the exemption from registration provisions under the Securities Act of 1933, as amended, contained in Section 4(2) thereof. Item 16. Exhibits and Financial Statement Schedules (i) Exhibits. 2.1 Form of Exchange Agreement, among Kranzco Realty Trust, Gerald Finn, Jeffrey Finn, and a trust for the benefit of Jeffrey Finn. ++ 3.1 Amended and Restated Articles of Incorporation of the Registrant (Delaware). ++ 3.2 Amended and Restated Bylaws of the Registrant (Delaware). ++ 3.3 Articles of Incorporation of the Registrant (Maryland). ++ 3.4 Bylaws of the Registrant (Maryland). ++ 4.1 Form of Common Stock Certificate. ++ 4.2 Form of Subscription Certificate. ++ 4.3 Executive Group Subscription Form. ++ 4.4 Broker Member Group Subscription Form. ++ 5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP. ++ 10.1 Form of Restricted Stock Agreement between New America Network, Inc. and selected employees. + 10.2 Form of Employment Agreement with Gerald Finn. ++ 10.3 Form of Employment Agreement with Jeffrey Finn. ++ 10.4 Lease dated August 15, 1984 between New America Network, Inc. and The Building Center. ++ 10.5 Amendment dated April 15, 1998 to Lease Agreement between New America Network, Inc. and The Building Center, Inc. ++ 10.6 New America International, Inc. 1998 Incentive Plan. ++ 10.7 New America International, Inc. 1998 Bonus Compensation Plan. ++ 10.8 New America International, Inc. 1998 Stock Option Plan. ++ II-3 10.9 Business Loan Agreement dated October 2, 1997 between New America Network, Inc. and First Washington State Bank. ++ 10.10 Promissory Note dated October 2, 1997, by New America Network, Inc., as Borrower, payable to First Washington State Bank Main-Windsor, as Lender. ++ 10.11 Commercial Guaranty, dated October 2, 1997, by Gerald C. Finn, as Guarantor, on behalf of New America Network, Inc., as Borrower, in favor of First Washington State Bank Main-Windsor, as Lender.++ 10.12 Commercial Guaranty, dated October 2, 1997, by Norma Finn, as Guarantor, on behalf of New America Network, Inc., as Borrower, in favor of First Washington State Bank Main-Windsor, as Lender. ++ 10.13 Commercial Security Agreement in the principal amount of $100,000, dated October 2, 1997, between New America Network, Inc., as Borrower, and First Washington State Bank Main-Windsor, as Lender.++ 10.14 Mortgage, dated October 2, 1997, between the Building Center, Inc., as Grantor, and First Washington State Bank, as Lender. ++ 10.15 Business Loan Agreement, dated November 25, 1997, between New America Network, Inc., as Borrower and First Washington State Bank, as Lender. ++ 10.16 Promissory Note dated November 25, 1997, by New America Network, Inc., as Borrower, payable to First Washington State Bank Main-Windsor, as Lender. ++ 10.17 Commercial Security Agreement in the principal amount of $100,000, dated November 25, 1997, between New America Network, Inc., as Borrower, and First Washington State Bank Main-Windsor, as Lender.++ 10.18 Mortgage, dated November 25, 1997 between the Building Center, Inc., as Grantor, and First Washington State Bank, as Lender. ++ 10.19 Form of Intercompany Agreement between Kranzco Realty Trust and the Registrant. ++ 21.1 List of Subsidiaries of Registrant.++ 23.1 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in Exhibit 5.1). ++ 23.2 Consent of Arthur Andersen LLP. 24.1 Powers of Attorney (included on Signature Page).+ 27.1 Financial Data Schedule.+ + Filed with Registration Statement on Form S-1 (File No. 333-52743) filed with SEC on May 15, 1998. ++ Filed with Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-52743) filed with SEC on May 15, 1998. (ii) Financial Statement Schedules. None. II-4 All other schedules have been omitted because they are not required or not material or because the required information is included in the financial statements included elsewhere herein. Item 17. Undertakings Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "Act") may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted against the Registrant by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The undersigned registrant hereby undertakes that: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) For purposes of determining any liability under the Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained II-5 in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Act shall be deemed to be part of this registration statement as of the time it was declared effective. (5) For the purpose of determining any liability under the Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 3 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Hightstown, State of New Jersey, on the 1st day of September, 1998. New America International, Inc. By /s/ Gerald C. Finn --------------------------------------- Gerald C. Finn Co-Chairman and Chief Executive Officer POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Gerald C. Finn and/or Jeffrey M. Finn, his or her true and lawful attorneys-in-fact and agents, with full powers of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign and to file any and all amendments, including post-effective amendments and any registration statements filed pursuant to Rule 462(b), to this Registration Statement with the Securities and Exchange Commission, granting to each said attorney-in-fact and agent power and authority to perform any other act on behalf of the undersigned required to be done in connection therewith. Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 3 to Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ Gerald C. Finn Chief Executive Officer; September 1, 1998 - ---------------------------------------- Co-Chairman and Director Gerald C. Finn (Principal Executive Officer) /s/ Jeffrey M. Finn President; Chief Operating Offering September 1, 1998 - ---------------------------------------- and Director Jeffrey M. Finn /s/ Norman M. Kranzdorf* Co-Chairman and Director September 1, 1998 - ---------------------------------------- Norman M. Kranzdorf /s/ Robert H. Dennis* Chief Financial Officer September 1, 1998 - ---------------------------------------- and Director Robert H. Dennis /s/ Joseph Grossman Director September 1, 1998 - ---------------------------------------- Joseph Grossman /s/ Peter O. Hanson Director September 1, 1998 - ---------------------------------------- Peter O. Hanson /s/ Bernard J. Korman Director September 1, 1998 - ---------------------------------------- Bernard J. Korman /s/ Michael Kranzdorf Chief Information Officer September 1, 1998 - ---------------------------------------- and Director Michael Kranzdorf /s/ Margaret B. Smith Controller (Principal Financial September 1, 1998 - ---------------------------------------- Officer) Margaret B. Smith
II-7 EX-23.2 2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS ARTHUR ANDERSEN LLP CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the use of our report dated August 14, 1998 on the consolidated financial staements of New America Network, Inc. (and to all references to our Firm) included in or made part of this Registration Statement on Form S-1 of New America Network, Inc. /s/ Arthur Andersen LLP Philadelphia, Pa. August 28, 1998 -----END PRIVACY-ENHANCED MESSAGE----- \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000747201_carey_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000747201_carey_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..31c7fb1d43177ddf73462a36193faf179bed92e1 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000747201_carey_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares offered will be passed upon for the Company by Nutter, McClennen & Fish, LLP, Boston, Massachusetts. Certain legal matters will be passed upon for the Underwriters by Fulbright & Jaworski L.L.P., New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000748103_abc_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000748103_abc_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..9a65f423d82350c1156e27881a3e359ff981fc51 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000748103_abc_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters relating to the legality of the Securities offered hereby have been passed upon for the Company by St. John & Wayne, L.L.C., 70 East 55th Street, New York, New York 10022. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000758540_great_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000758540_great_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..4ecf0583a376c248f75ce38f692c5305cb4fa3f1 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000758540_great_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby has been passed upon for the Company by Dorsey & Whitney LLP, Minneapolis, Minnesota. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000780034_supershutt_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000780034_supershutt_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..ddc6e67146034a86300e86bdf38e40502430c165 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000780034_supershutt_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Squire, Sanders & Dempsey L.L.P., Phoenix, Arizona. Certain legal matters will be passed upon for the Underwriters by Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, Menlo Park, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000780148_wfs_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000780148_wfs_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..1b88c28a3048e72972ba771891d0cefdd1e803b0 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000780148_wfs_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the Securities, including certain federal and California income tax matters, will be passed upon for the Seller by Mitchell, Silberberg & Knupp LLP, Los Angeles, California. Brown & Wood LLP, San Francisco, California will act as counsel for the Underwriters. Certain legal matters relating to the Policies will be passed upon for Financial Security by Bruce E. Stern, Esq., General Counsel, Financial Security or an Associate General Counsel of Financial Security and by Rogers & Wells, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000785962_lamonts_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000785962_lamonts_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..6c8075850fffcae25754b276a0aafec989d24636 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000785962_lamonts_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the securities offered hereby has been passed upon for the Company by Skadden, Arps, Slate, Meagher & Flom LLP, Los Angeles, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000790023_pacific_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000790023_pacific_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..7ea0428e6a8550d912cd5f017aae45575dc07427 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000790023_pacific_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the Conversion Shares upon conversion of the Preferred Stock, the validity of the issuance of the Warrant Shares when and if the Warrants are exercised, and certain other related legal matters, have been passed upon for the Company by Stoel Rives LLP of Seattle, Washington. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000791704_n2k-inc_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000791704_n2k-inc_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..fb6072957b7386282deab4b241f7874e06cee404 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000791704_n2k-inc_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the validity of the Common Stock offered hereby will be passed upon for the Company by its counsel, Dewey Ballantine LLP, 1301 Avenue of the Americas, New York, New York 10019. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000795090_consilium_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000795090_consilium_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..c1df68ae923bc28186aee7bc9e95440851a8e295 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000795090_consilium_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The legality of the Shares is being passed upon by Gray Cary Ware & Freidenrich LLP, Palo Alto, California. CONSILIUM, INC. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000796226_fay_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000796226_fay_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..20ac61c0ecfc4a9c7edb836fee7ee9b68b016716 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000796226_fay_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of common stock being offered in this prospectus will be passed upon for the Company by Parker Chapin Flattau & Klimpl, LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000799089_ascential_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000799089_ascential_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..c9a5602fb59a25a349612db08a91ba148c965d98 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000799089_ascential_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000800193_tapistron_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000800193_tapistron_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..32233f2e5f4b604f731667201428e1a43cfcdbe8 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000800193_tapistron_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby and other legal matters will be passed upon for the Company by Schreeder, Wheeler & Flint, LLP 1600 Candler Building, 127 Peachtree Street, N.E., Atlanta, Georgia 30303. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000802967_associated_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000802967_associated_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..690785aa9bc3032127d55357c55918e4b8905f11 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000802967_associated_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain matters as to the legality of the Notes offered hereby are being passed upon by Jones, Day, Reavis & Pogue, Dallas, Texas, counsel to the Company. Certain legal matters in connection with the Note Offering will be passed upon for the Underwriters by Latham & Watkins, San Diego, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000807397_mark_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000807397_mark_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..f74a96c97114cb5097d8d58a64d0ebffeb11bc14 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000807397_mark_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Timothy J. McCartney, Esq. has acted as counsel for Mark and has rendered an opinion on the validity of the shares of Common Stock to be issued pursuant to the Securities. 43 \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000810029_summit_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000810029_summit_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..bf5f661188e1cb596df83cb9ea73c395b2dae2bf --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000810029_summit_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The legality of the Notes Offering will be passed upon for the Company by Wyatt, Tarrant & Combs, Nashville, Tennessee. Charles W. Bone, a partner of Wyatt, Tarrant & Combs, is the beneficial owner of warrants issued by the Company under which he has the right to purchase a total of 82,500 shares of Common Stock of the Company at a current exercise price of $1.135. Certain legal matters relating to the Notes Offering will be passed upon for the Underwriters by Jenkens & Gilchrist, a Professional Corporation, Washington, D.C. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000810463_superior_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000810463_superior_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..e9554568591b71608d9a3270063a556ddf2cdba2 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000810463_superior_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Senior Notes will be passed upon for the Company by Riordan & McKinzie, a Professional Corporation, Los Angeles, California. A principal of Riordan & McKinzie is the beneficial owner of 3,000 shares of Common Stock of the Company. In addition, principals of Riordan & McKinzie have made commitments to an investment fund that will, among other investments, make a commitment of capital to IP II. It is anticipated that as a result of IP II's investment in the Company the aggregate market value of the indirect interests of the firm's principals in the Common Stock will exceed $50,000. Certain matters will be passed upon by the Underwriters by Simpson Thacher & Bartlett, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000814250_ladish-co_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000814250_ladish-co_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..cf1a4c0a6c9c970f174ed23fecb4f226bb9852a8 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000814250_ladish-co_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the shares of Common Stock offered hereby will be passed upon for the Company by Foley & Lardner, Milwaukee, Wisconsin. Certain legal matters will be passed upon for the Underwriters by Simpson Thacher & Bartlett, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000819551_ilx_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000819551_ilx_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..65089ce0d02b7dc471fee5939e142dfe0dd1454f --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000819551_ilx_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the Company and the validity of the securities offered hereby will be passed upon for the Company by Squire, Sanders & Dempsey L.L.P., Phoenix, Arizona. Certain legal matters will be passed upon for the Underwriters by O'Melveny & Myers LLP, San Francisco, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000820917_equivest_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000820917_equivest_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..2ee27f522430e921f63dd48ebf0b7884135cbb4b --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000820917_equivest_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the Securities offered hereby will be passed upon for the Company by Shearman & Sterling, New York, New York. Latham & Watkins, Los Angeles, California, is acting as counsel for the Underwriters in connection with the Offering. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000822795_thermadyne_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000822795_thermadyne_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..034bd7ca3340b4cf017166627ed3775e992a89fc --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000822795_thermadyne_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the New Senior Subordinated Notes will be passed upon for the Issuers and the Guarantors by Weil, Gotshal & Manges LLP, Dallas, Texas and New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000823844_aquapenn_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000823844_aquapenn_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..cdcaec973f49c53fe49a67906341d83a69b89cbc --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000823844_aquapenn_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The legality of the shares offered hereby will be passed upon for the Company by Ballard Spahr Andrews & Ingersoll, Philadelphia, Pennsylvania. Certain legal matters will be passed upon for the Underwriters by Cravath, Swaine & Moore, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000824719_bankfirst_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000824719_bankfirst_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..c82dcfbc2e05187da33ee985a69f08c8e3f8af7c --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000824719_bankfirst_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The legality of the Common Stock offered hereby will be passed upon for the Company by Baker, Donelson, Bearman & Caldwell, P.C., Nashville, Tennessee. Certain legal matters in connection with the Offering will be passed upon for the Underwriters by Waller Lansden Dortch & Davis, A Professional Limited Liability Company, Nashville, Tennessee. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000831968_providence_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000831968_providence_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..07ab99039c0c1d0bda4990a7dc53ed2f0062b66f --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000831968_providence_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters relating to this Offering will be passed upon for the Company by Hinckley, Allen & Snyder, Providence, Rhode Island. Certain legal matters relating to this Offering are being passed upon for the Underwriters by Morgan, Lewis & Bockius LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000832175_telescan_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000832175_telescan_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..ee468817c085a1bf442bd7d72029364309a21215 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000832175_telescan_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the Shares offered hereby has been passed upon by Liddell, Sapp, Zivley, Hill and LaBoon, L.L.P. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000833210_jcp_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000833210_jcp_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..b22fdf1d8795cfa6d63cc1f9308078bd75178090 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000833210_jcp_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters relating to the issuance of the Certificates will be passed upon for JCPenney and JCPR by Charles R. Lotter, Executive Vice President, Secretary and General Counsel of JCPenney. As of October 31, 1998, Mr. Lotter owned 38,422 shares of Common Stock and Common Stock voting equivalents of JCPenney, including shares credited to his account under the Company's Savings and Profit Sharing Retirement Plan and Savings, Profit- Sharing and Stock Ownership Plan. As of October 31, 1998 he had outstanding options to purchase 64,000 shares of Common Stock. In addition, certain legal matters relating to the Federal tax consequences of the issuance of the Certificates will be passed upon by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York, Special Tax Counsel for JCPenney and JCPR. Certain legal matters relating to the issuance of the Certificates will be passed upon for the Underwriters by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000833845_boots_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000833845_boots_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..1f8977cdf51de9f38202d3d83db2e7c18bd80b47 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000833845_boots_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the securities offered hereby will be passed upon for the Company by Brown, Parker & Leahy, LLP, Houston, Texas. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000834071_toyota_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000834071_toyota_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..7a36957a67b5249afe85943e41b1b6d3958794ff --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000834071_toyota_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters, including certain federal income tax matters, with respect to the Class A Certificates have been passed upon for TMCC and the Transferor by O'Melveny & Myers LLP, Los Angeles, California. Brown & Wood LLP will act as counsel for the Underwriters and has performed certain legal services for TMCC, including in connection with the Titling Trust. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000838174_steri-oss_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000838174_steri-oss_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..9dd39eb53458c7147c578bba34148c9cc466147d --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000838174_steri-oss_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Brobeck, Phleger & Harrison LLP, Newport Beach, California. Certain legal matters with respect to the Offering will be passed upon for the Underwriters by Cooley Godward LLP, San Diego, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000838782_renaissanc_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000838782_renaissanc_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..3618f5c5bbbfb890dc653dd0c74f93e71deeb92a --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000838782_renaissanc_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The legality of the Common Stock will be passed upon for the Company by the firm of Gray, Plant, Mooty, Mooty & Bennett, P.A. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000849240_hawk-corp_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000849240_hawk-corp_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..076f0e1facbf6607eba3eda41ada89e08c2bf0e3 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000849240_hawk-corp_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the Class A Common Stock will be passed upon for the Company by Kohrman Jackson & Krantz P.L.L., Cleveland, Ohio. Byron S. Krantz, a partner in Kohrman Jackson & Krantz P.L.L., is the beneficial owner of 270,972 shares of Class A Common Stock and 152 shares of Series D Preferred Stock, has been granted an option to purchase 5,000 shares of Class A Common Stock pursuant to the 1997 Plan and is the Secretary and a Director of the Company. Marc C. Krantz, a son of Byron S. Krantz and a partner in Kohrman Jackson & Krantz P.L.L., is the Assistant Secretary of the Company. The Company paid legal fees to Kohrman Jackson & Krantz P.L.L. in 1997 of $413,000 and in 1996 of $469,000 for services in connection with a variety of matters, including the acquisitions of Hutchinson and Sinterloy, the registration, sale and exchange of the Senior Notes and the Hawk Controlling Stockholder Merger. Certain legal matters will be passed upon for the Underwriters by Arter & Hadden LLP, Cleveland, Ohio. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000849433_ansoft_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000849433_ansoft_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..332be8fddad0ae6073a5a8d10c74af368c058af0 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000849433_ansoft_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the Common Stock offered hereby and certain other legal matters in connection with this offering will be passed upon for the Company by Buchanan Ingersoll Professional Corporation, Pittsburgh, Pennsylvania. Certain legal matters in connection with this offering will be passed upon for the Underwriters by Hale and Dorr LLP, Boston, Massachusetts. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000849667_american_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000849667_american_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..6b0bd7f4a73aa830a86dba569e22cdff2b16b954 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000849667_american_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Class A Common Stock offered hereby and certain other matters will be passed upon for the Company by Sonnenschein Nath & Rosenthal, Kansas City, Missouri. Certain legal matters will be passed upon for the Underwriters by Davis Polk & Wardwell, New York, New York. Davis Polk & Wardwell has performed, and will continue to perform, legal services for the Morgan Stanley Stockholders and has acted as counsel to the Morgan Stanley Stockholders in connection with their investments in the Company. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000849745_hosokawa_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000849745_hosokawa_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..f7e72da6ee29f2c64682fc0f270c29884d940f3b --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000849745_hosokawa_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock being sold in the Offering is being passed upon for the Company by Proskauer Rose LLP, New York, New York. Certain legal matters in connection with the Offering will be passed upon for the Underwriters by Winthrop, Stimson, Putnam & Roberts, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000850629_firstcom_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000850629_firstcom_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..05c975e2c0b167ce59f7a746655931fa0987bfc6 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000850629_firstcom_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Legal matters with respect to the Common Stock offered hereby will be passed upon for the Company by Baker & McKenzie, Miami, Florida. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000850660_victor_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000850660_victor_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..7d4032b85a820938da98f83bd3a59ab6366aeb0b --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000850660_victor_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the New Debentures offered hereby will be passed upon for the Company by Weil, Gotshal & Manges LLP, Dallas, Texas and New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000851368_cost-u_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000851368_cost-u_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..d070f01429c2f908bdd266ab373d0236dfaa0555 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000851368_cost-u_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters will be passed on for the Company by Perkins Coie LLP, Seattle, Washington. Certain legal matters will be passed on for the Underwriters by Summit Law Group, P.L.L.C., Seattle, Washington. Steven Hale, a partner at Perkins Coie LLP, is a former partner of Barrett Hale & Gilman (now Barrett Gilman & Ziker), a profit sharing plan that is a shareholder of the Company. Mr. Hale has no continuing interest in such profit sharing plan and disclaims any beneficial interest in the shares held by the plan. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000853002_analytical_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000853002_analytical_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..bcc968936fe21a347b04e5cb22d7041de96706d9 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000853002_analytical_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company and the Selling Shareholders by Buchanan Ingersoll Professional Corporation, Princeton, New Jersey. Certain legal matters in connection with the offering will be passed upon for the Underwriters by Chadbourne & Parke LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000861184_wahlco_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000861184_wahlco_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..dac178f88aeb32815769ca79fb2be7fbcc3512cf --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000861184_wahlco_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Rights and the Common Stock offered by the Company will be passed upon for the Company by Roger M. Barzun, Esq., Concord, Massachusetts, General Counsel of the Company. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000861895_tudor_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000861895_tudor_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..accfd63028be8aa50b18e4f642c78f421088c4c8 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000861895_tudor_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Legal matters in connection with the Units have been passed upon for the Partnership and the General Partner by Shearman & Sterling, 599 Lexington Avenue, New York, New York 10022. Shearman & Sterling also serves as legal counsel for the General Partner, and advises the General Partner with respect to its responsibilities as general partner of the Partnership. Shearman & Sterling also serves as legal counsel to the Trading Advisor, BPL, and the affiliates of the foregoing. Day, Berry & Howard LLP, City Place, Hartford, Connecticut 06103, serves as special Connecticut tax counsel to the Partnership and the General Partner. TUDOR FUND FOR EMPLOYEES L.P. SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT This Second Amended and Restated Limited Partnership Agreement (this "Agreement") of TUDOR FUND FOR EMPLOYEES L.P. (the "Partnership") made as of May 22, 1996 by and among Second Management LLC, a Delaware limited liability company (the "General Partner"), and the other parties who have heretofore executed or who shall hereafter execute this Agreement (whether in counterpart, by separate instrument, or otherwise) and who have heretofore been admitted or who shall be hereafter admitted to the Partnership as limited partners in accordance with the provisions hereof, and whose names and addresses have heretofore or shall hereafter, upon such admission, be added to the books and records of the Partnership (collectively, including any Plan Investor Partners (as defined in Section 7), the "Limited Partners"; the General Partner and the Limited Partners may be referred to herein individually as a "Partner", and collectively as the "Partners"); WITNESSETH: WHEREAS, the Partnership has heretofore been formed as a limited partnership under the Delaware Revised Uniform Limited Partnership Act (the "Partnership Act") for the purpose of speculative trading in commodity interest contracts (as defined in Section 3) pursuant to a Limited Partnership Agreement dated as of November 22, 1989 as amended and restated as of July 1, 1995 (the "Prior Limited Partnership Agreement"); WHEREAS, the General Partner continues to desire to make an investment vehicle available to (i) persons who are employees of the General Partner, any of its present or future affiliated entities, or their successors or assigns, (ii) such entities themselves, and (iii) such other individuals and entities as the General Partner in its sole discretion may determine; and WHEREAS, the Partners desire to amend and restate the Prior Limited Partnership Agreement in its entirety as set forth herein; NOW, THEREFORE, the parties hereto do hereby agree as follows. 1. NAME; FORMATION. The parties heretofore formed and have operated, and hereby agree to continue, the Partnership as a limited partnership under and pursuant to the Partnership Act. The name of the Partnership shall remain TUDOR FUND FOR EMPLOYEES L.P. or such other name, to the extent permitted by the Partnership Act, as the General Partner shall hereafter designate in writing to the Limited Partners. The General Partner heretofore executed and filed in the Office of the Secretary of State of the State of Delaware a Certificate of Limited Partnership (the "Certificate of Limited Partnership") in accordance with the Partnership Act, and shall execute, file, record, and publish as appropriate such amendments to this Agreement, the Certificate of Limited Partnership, assumed name certificates, and other documents as shall be necessary or advisable as determined by the General Partner to comply with the law of any jurisdiction. Each Limited Partner shall furnish to the General Partner a power of attorney and such additional information as is required from such Partner to complete such documents, and shall execute and cooperate in the filing, recording, or publishing of such documents at the request of the General Partner. 2. OFFICES. The principal office of the Partnership is One Liberty Plaza, 51st Floor, New York, New York 10006, or such other place as the General Partner may in its sole discretion designate from time to time. The address of the registered office of the Partnership in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801, and the name and address of the registered agent for service of process on the Partnership in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801, or such other registered office or agent or address as the General Partner may in its sole discretion designate from time to time. 3. BUSINESS. The Partnership's business and purpose is to engage in any lawful act or activity for which a limited partnership may be organized under the Partnership Act, including without limitation primarily to trade, buy, sell (including to sell short), spread, swap, acquire, hold, dispose of, and deal in, commodities, currencies, futures contracts, forward contracts, foreign exchange commitments, currency exchanges, money market instruments, debt obligations and other instruments issued or guaranteed by sovereigns, governments, and supranationals and their bodies, agencies, instrumentalities, authorities, and similar issuers, bonds, debentures, notes, bills, commercial paper, repurchase and reverse repurchase agreements, standby purchase and sale agreements, financial instruments, investment contracts, investment agreements, certificates of interest, securities interests, securities of and interests in other corporations, companies, partnerships, trusts, and other entities and vehicles, swaps, swaptions, caps, floors, straddles, and collars, derivative and hybrid transactions and instruments (however designated), options on and in respect of any of the foregoing, and rights and interests in respect of, pertaining to, and in connection with, any of the foregoing, on or off exchanges and markets, in publicly offered and private placement transactions, on spot, current, future, forward, and when-issued start, delivery, settlement, and optional commitment bases, on secured and unsecured bases, and on margin, collateral, and partial and full payment bases (herein referred to collectively as "commodity interest contracts"). The objective of the Partnership's business is and shall be appreciation of its assets through speculative trading of commodity interest contracts. 4. TERM; DISSOLUTION. (a) TERM. The term of the Partnership commenced on November 22, 1989 upon the filing of the Certificate of Limited Partnership in the Office of the Secretary of State of the State of Delaware pursuant to the Partnership Act, and shall end upon the first to occur of the following: (i) December 31, 2010; (ii) the receipt by the General Partner of a notice setting forth an election to dissolve the Partnership at a specified time by Limited Partners owning more than 50% of the Units of Limited Partnership Interest in the Partnership ("Units of Limited Partnership Interest" or "Units") then owned by Limited Partners, which notice shall be delivered to the General Partner at least 90 days prior to the effective date of such dissolution; (iii) the withdrawal, insolvency, termination, dissolution, or liquidation of the General Partner and of any successor entity thereof, unless the business of the Partnership shall be continued by any new, remaining, or successor general partner(s) in accordance with Sections 15(a) and 18; (iv) the Partners terminate the Partnership in accordance with Section 18; (v) a decline in the Net Asset Value of a Unit (as defined in Section 8(d)(ii)) as of the end of any calendar month to less than $500; (vi) a decline in the Partnership's aggregate Net Assets (as defined in Section 8(d)(i)) as of the end of any calendar month to less than $125,000; (vii) a determination by the General Partner in its sole discretion either that the Partnership's assets in relation to its operating expenses make it unreasonable or imprudent to continue the business of the Partnership, or that the General Partner no longer desires to make available the Partnership to, or to operate the Partnership for, the persons permitted to become Limited Partners pursuant to this Agreement; (viii) upon the enactment of any law or the adoption of any rule, regulation, policy, or guideline by any regulatory authority having jurisdiction over the Partnership which shall make it unlawful, unreasonable, or imprudent in the sole discretion of the General Partner for the principal business of the Partnership to be continued; or (ix) the occurrence of any event requiring termination of the Partnership. (b) DISSOLUTION. Upon the occurrence of an event causing the termination of the Partnership, the Partnership shall terminate and be dissolved. Dissolution, payment of creditors, and distribution of the Partnership's Net Assets shall be effected as soon as practicable in accordance with the Partnership Act, except that the General Partner and each Limited Partner (and any assignee) shall share in the Net Assets of the Partnership pro rata in accordance with such Partner's respective capital account less any amount owing by such Partner (or assignee) to the Partnership. Nothing contained in this Agreement shall impair, restrict, or limit the rights and powers of the Partners under the Partnership Act or the law of any other jurisdiction in which the Partnership shall be conducting business to reform and reconstitute themselves as a limited partnership either under terms identical to those set forth herein or any other terms which they shall deem appropriate following the dissolution of the Partnership. 5. FISCAL YEAR. The fiscal year of the Partnership begins on January 1st of each year and ends on the following December 31st of such year. 6. GENERAL PARTNER'S NET WORTH. So long as it shall remain the sole general partner of the Partnership, the General Partner shall maintain at all times its "Net Worth" at an amount not less than 10% of the total contributions to the Partnership by all Partners. For the purposes of this Section 6, Net Worth shall be calculated in accordance with United States generally accepted accounting principles applied on a consistent basis, except as specified otherwise in this Section 6, with all current assets based on their then current market values. Interests owned by the General Partner in the Partnership, notes and accounts receivable from and payable to any partnership in which the General Partner has an interest, interests owned by the General Partner in any other partnership, secured or unsecured notes of creditworthy obligors (including notes receivable from the General Partner's "affiliates", as such term is defined in Regulation S-X of the rules and regulations of the Securities and Exchange Commission (the "SEC")), and letters of credit shall be included as assets in calculating Net Worth, and liabilities subordinated to the claims of general creditors shall be included in calculating Net Worth. The General Partner shall not be a general partner of any limited partnership other than the Partnership unless, at all times when it shall be the sole general partner of the Partnership and the general partner of any such other limited partnership, its Net Worth shall be at least equal to the Net Worth required by the preceding paragraph. The requirements of the preceding two paragraphs may be modified by the General Partner at its sole option and without notice to or consent of the Limited Partners, provided that the General Partner shall first obtain a written opinion of legal counsel that such proposed modification shall not adversely affect the classification of the Partnership as a partnership for federal income tax purposes, shall not adversely affect the status of the Limited Partners as limited partners under the Partnership Act, and shall not violate any applicable state securities or Blue Sky law or any rules, regulations, guidelines, or statements of policy promulgated or applied thereunder. 7. CAPITAL CONTRIBUTIONS. The General Partner heretofore contributed $1,000 in cash to the capital of the Partnership, and the Partnership issued to the General Partner one Unit of General Partnership Interest in the Partnership ("Unit of General Partnership Interest"). The net asset value of a Unit of General Partnership Interest has at all times been and shall at all times be equivalent to the Net Asset Value of a Unit of Limited Partnership Interest. At the Initial Closing (as defined below in this Section 7), the General Partner contributed to the Partnership such additional amount of cash as was necessary to make the General Partner's aggregate capital contribution equal to the greater of (a) $200,000 or (b) the sum of (i) the lesser of $100,000 or 3% of the first $10,000,000 in aggregate capital contributions to the Partnership by all Partners and (ii) 1% of the aggregate capital contributions to the Partnership by all Partners in excess of $10,000,000. In return for such additional capital contribution, the Partnership issued to the General Partner additional Units of General Partnership Interest, each of which had an initial net asset value equivalent to the initial Net Asset Value of a Unit of Limited Partnership Interest. As may be required as additional Limited Partners are admitted to the Partnership at Periodic Closings (as defined below in this Section 7) or otherwise, the General Partner shall at all times maintain its interest in the Partnership at no less than the amount required above. However, the General Partner may maintain its interest in the Partnership at less than the amount required above so long as it shall first obtain a written opinion of legal counsel that such proposed action shall not adversely affect the classification of the Partnership as a partnership for federal income tax purposes, shall not adversely affect the status of the Limited Partners as limited partners under the Partnership Act, and shall not violate any applicable state securities or Blue Sky law or any rules, regulations, guidelines, or statements of policy promulgated or applied thereunder. Notwithstanding the foregoing, the General Partner, in its sole discretion, may withdraw any excess above its required interest in the Partnership without notice to or approval by the Limited Partners. In addition, the General Partner, in its sole discretion, may contribute any greater amounts to the Partnership for which the Partnership shall issue to the General Partner additional Units of General Partnership Interest based upon the Net Asset Value of a Unit of Limited Partnership Interest at the time of such contribution. Interests in the Partnership, other than the Units of General Partnership Interest issuable to the General Partner, are Units of Limited Partnership Interest, or Units. The initial Limited Partner heretofore contributed $1,000 in cash to the capital of the Partnership, and the Partnership issued to the initial Limited Partner one Unit. At the Initial Closing, the initial Limited Partner redeemed his one Unit and received $1,000 therefor (without interest), withdrew from the Partnership, and had no further rights or obligations as a Limited Partner except to the extent he has otherwise subscribed for Units. The remaining Partners consented to the withdrawal of the initial Limited Partner. The General Partner, on behalf of the Partnership, has heretofore entered and may in the future enter into a selling agreement (a "Selling Agreement") with one or more brokers, dealers, or banks, whether or not affiliated with the General Partner or any of its Affiliates (as defined in Section 17(c)) (each a "Selling Agent"), as described in the Prospectus (as defined below in this Section 7). Pursuant to a Selling Agreement, a Selling Agent may select such additional selling agents ("Additional Selling Agents") as the Selling Agent in its sole discretion may determine. In accordance with the terms of a Selling Agreement and the Prospectus, the Partnership, through a Selling Agent and any Additional Selling Agents, shall offer Units and fractions of Units (to the fourth decimal place) for sale solely and exclusively to (i) persons who are employees of the General Partner, Tudor Investment Corporation, a Delaware corporation and an Affiliate of the General Partner ("TIC"), any of their present and future affiliated entities, and their successors and assigns, (ii) the General Partner, TIC, any of their present and future affiliated entities, and their successors and assigns, and (iii) such other individuals and entities as the General Partner in its sole discretion may determine, all as provided in this Agreement and in the Prospectus. At an initial closing held on July 2, 1990 (the "Initial Closing"), the Partnership issued and sold 421 Units at a price equal to $1,000 per Unit to each subscriber whose subscription was accepted by the General Partner ($421,000 in the aggregate). The Partnership, through the Selling Agents and any Additional Selling Agents, continues (in the sole discretion of the General Partner) to offer for sale Units and fractions of Units (to the fourth decimal place) at prices per Unit, in such minimum amounts, for such periods of time, and on such terms and conditions as the General Partner determines in its sole discretion. The continuing offering of Units shall continue until the maximum number of registered Units (including any newly-registered Units or any Units offered and sold pursuant to exemptions from the registration or qualification requirements of applicable securities laws) shall have been sold, unless the General Partner in its sole discretion shall sooner withdraw or otherwise discontinue the continuing offering. The Partnership generally issues and sells Units at closings ("Periodic Closings") held as of the first day of each calendar quarter. Notwithstanding the foregoing, the General Partner may hold Periodic Closings at such other times as it shall determine in its sole discretion. The initial Periodic Closing during the continuing offering was held as of August 1, 1990. At each Periodic Closing, the Partnership issues and sells Units to each subscriber whose subscription is accepted by the General Partner at a price per Unit determined by the General Partner in its sole discretion; provided, however, that the sale price per Unit shall not at any time be less than 100% of the Net Asset Value of a Unit as of the date of the applicable Periodic Closing at which such Unit is sold. At any time and from time to time, Units may be subscribed for, in the sole discretion of the General Partner, by corporate pension and profit sharing plans, 401(k) plans, Keogh plans for self-employed individuals (including partners), simplified employee pension plans, individual retirement accounts, and other employee benefit plans, whether or not maintained in the United States and whether or not subject to the Internal Revenue Code of 1986 as amended (the "Code") or the Employee Retirement Income Security Act of 1974 as amended ("Plan Investors"), including without limitation Plan Investors owned, sponsored by, or affiliated with the General Partner, TIC, any of their present or future affiliated entities, or their successors or assigns. The General Partner shall only accept subscriptions for Units from Plan Investors to the extent that the value of each such subscription, when aggregated with the capital accounts and subscriptions for Units of all other Plan Investors, shall be less than 25% of the aggregate value of all outstanding Units after giving effect to such subscriptions, and if such subscriptions shall be otherwise timely submitted with good funds and in the proper form as described in this Agreement, the Prospectus, and any subscription documentation. Plan Investors whose subscriptions are accepted by the General Partner shall become Limited Partners and "Plan Investor Partners" upon their admission to the Partnership. At any time and from time to time, Units may be subscribed for by the General Partner, its present and future affiliated entities, and its successors and assigns. Subscriptions for Units by such persons or any other person shall not preclude them from receiving compensation from the Partnership for services rendered by them in their respective capacities as other than Limited Partners. All subscriptions for Units shall be irrevocable. The General Partner may in its sole discretion reject any subscription in whole or in part at any time prior to the acceptance thereof. No subscriber for Units shall become a Limited Partner until the General Partner shall accept such subscriber's subscription at a Periodic Closing, shall execute this Agreement on behalf of such subscriber pursuant to the power of attorney in Section 14, and shall make an entry in the books and records of the Partnership reflecting that such subscriber has been admitted as a Limited Partner. Accepted subscribers shall be deemed Limited Partners at such time as their admission shall be reflected in the books and records of the Partnership. In connection with the Partnership's offering of Units as described in the "Prospectus" (which term shall mean the Partnership's prospectus and disclosure document and amendments and supplements thereto, including those constituting a part of the Partnership's registration statements under the Securities Act of 1933 as amended (the "Securities Act")) relating to the offering of Units or any other or subsequent prospectus and disclosure document used from time to time in the offering of Units, the General Partner, on behalf of the Partnership, shall: (a) cause to be filed (i)) one or more registration statements and such amendments thereto as the General Partner shall deem advisable or as may be required by applicable law, rules, or regulations with the Securities and Exchange Commission (the "SEC") and the National Association of Securities Dealers, Inc. (the "NASD") for the registration and public offering of Units in the United States of America and other jurisdictions, and (ii) one or more Prospectuses included in such registration statements and amendments and supplements thereto with the Commodity Futures Trading Commission (the "CFTC") and the National Futures Association (the "NFA"); (b) qualify Units for sale under the securities or Blue Sky laws of such states of the United States of America or other jurisdictions as the General Partner shall in its sole discretion deem advisable; (c) make other arrangements for the offering and sale of Units as the General Partner shall in its sole discretion deem necessary or appropriate, including but not limited to engaging Selling Agents and Additional Selling Agents for Units on such terms as the General Partner may determine in its sole discretion and agree upon with such agents, and effecting the offering and sale of Units pursuant to exemptions from the registration or qualification requirements of applicable securities laws; and (d) take such action with respect to the matters described in clauses (a), (b), and (c) of this paragraph as the General Partner shall deem advisable or necessary. All Units subscribed for shall be issued subject to the collection of good funds. If at any time good funds representing payment for Units shall not be made available to the Partnership because a subscriber shall have provided a bad check or draft, other uncollectible item, or otherwise, the General Partner shall cancel the Units issued to such subscriber represented by such item, and the subscriber's name shall be removed as a Limited Partner from the books and records of the Partnership. Any losses or profits sustained by the Partnership in connection with the Partnership's business allocable to such canceled Units shall be deemed an increase or decrease in Net Assets and allocated among the remaining Partners as described in Section 8. Each Limited Partner shall reimburse the Partnership for any expense and loss (including any trading loss) incurred in connection with the issuance and cancellation of any Units issued to such Partner. Capital contributions to the Partnership shall be made upon execution, acknowledgment, and delivery of documents in form and substance satisfactory to the General Partner in its sole discretion. No additional contributions of capital shall be required of any Limited Partner during the term of the Partnership. The aggregate of all capital contributions shall be available to the Partnership to carry on its business, and no interest shall be paid by the Partnership on any such contribution. The General Partner is authorized, in its sole discretion at any time and from time to time, to terminate and discontinue any offering of Units, in whole or in part or in respect of any particular jurisdiction. 8. ALLOCATION OF PROFITS AND LOSSES; ACCOUNTING; RELATED MATTERS. (a) CAPITAL ACCOUNTS. A capital account shall be established for each Partner. The initial balance of each Partner's capital account shall be the amount of his initial capital contribution to the Partnership. (b) MONTHLY ALLOCATIONS. As of the close of business (as determined by the General Partner in its sole discretion) on the last day of each calendar month during each fiscal year of the Partnership, the following determinations and allocations shall be made: (i) the Partnership's Net Assets, before accrual of management fees and incentive fees payable to any Affiliate of the General Partner since the next previous determination of Net Assets, shall be determined ("Adjusted Net Assets"); (ii) any increase or decrease in Adjusted Net Assets as compared to the next previous determination of Net Assets shall then be credited or charged to the capital accounts of the Partners in the ratio that the balance of each Partner's capital account bears to the balance of all Partners' capital accounts; (iii) any accrued management fees payable to any Affiliate of the General Partner and any accrued incentive fees payable to any Affiliate of the General Partner shall then be charged to the capital accounts of the Partners other than Plan Investor Partners in the ratio that the balance of each such Partner's capital account bears to the balance of all Partners' capital accounts other than Plan Investor Partners' capital accounts; (iv) the number of Units held by each Plan Investor Partner shall then be restated to equate the per Unit value of a Plan Investor Partner's capital account with the per Unit value of the non-Plan Investor Partners' capital accounts, by increasing the number of Units held by a Plan Investor Partner by a number of Units equal to (aa) the product of (1) the number of Units held by all Partners other than the Plan Investor Partners and (2) the ratio of the balance of such Plan Investor Partner's capital account to the aggregate balance of all non-Plan Investor Partners' capital accounts, divided by (bb) the number of Units then held by such Plan Investor Partner; and (v) the amount of any distribution to a Partner, any amount paid to a Partner on redemption of Units, and any amount paid to the General Partner upon withdrawal of its interest in the Partnership shall then be charged to that Partner's capital account. (c) ALLOCATION OF PROFIT AND LOSS FOR FEDERAL INCOME TAX PURPOSES. As of the end of each calendar month of the Partnership, the Partnership's recognized profit and loss shall be allocated among the Partners pursuant to the following subparagraphs for United States federal income tax purposes (with any allocation of recognized gains or recognized losses consisting of pro rata shares of each item of capital or ordinary gain or loss). (i) Any management fees payable to any Affiliate of the General Partner and any incentive fees payable to any Affiliate of the General Partner shall be allocated pro rata among the Units of Partners other than the Plan Investor Partners based on such Units outstanding as of the beginning of the month in which such items accrued. (ii) With the exception of items allocated pursuant to subparagraph (i) above, items of ordinary income (such as interest) and ordinary expense shall be allocated pro rata among the Units of Partners based on such Units outstanding as of the beginning of the month in which the items of ordinary income and ordinary expense accrued. (iii) Net recognized capital gain or loss from the Partnership's trading activities shall be allocated as follows. (aa) For the purpose of allocating the Partnership's net realized capital gain and loss among the Partners, there shall be established an allocation account with respect to each outstanding Unit. The initial balance of each allocation account shall be the amount paid by the Partner for the Unit. The initial balance of the allocation account of any Unit created pursuant to the Unit restatement provision in Section 8(b)(iv) shall be equal to a pro rata portion of the aggregate allocation accounts of the other Units owned by the relevant Plan Investor Partner immediately prior to such Unit restatement, and the allocation accounts of such pre-existing Units held by such Plan Investor Partner shall be correspondingly reduced pro rata. Allocation accounts shall be adjusted as of the end of each month as follows: (1) each allocation account shall be increased by the amount of income and gain which shall have been allocated to the Partner who holds the Unit pursuant to subparagraph (c)(ii) above and subparagraph (bb) below; (2) each allocation account shall be decreased by the amount of expense and loss which shall have been allocated to the Partner who holds the Unit pursuant to subparagraphs (c)(i) and (c)(ii) above and subparagraph (dd) below and by the amount of any distribution which shall have been received by the Partner with respect to the Unit (other than on redemption of the Unit); and (3) when a Unit shall be redeemed, the allocation account with respect to such Unit shall be eliminated. (bb) Net recognized capital gain realized on or prior to the date a Partner redeems a Unit shall be allocated to such redeeming Partner up to the excess, if any, of the amount received upon redemption of the Unit over the allocation account attributable to the redeemed Unit. In the event the aggregate amount of net capital gain available to be allocated pursuant to this subparagraph (bb) shall be less than the aggregate amount of capital gain required to be so allocated, (1) the aggregate amount of available capital gain shall be allocated among all such Partners in the ratio which each such Partner's excess bears to the aggregate excess of all such Partners, and (2) each Partner who has not been allocated the full amount of net recognized capital gain required to be allocated pursuant to the first sentence of this subparagraph (bb) shall be allocated, after any allocations required by the first sentence of this subparagraph (bb) in respect of Partners who redeem Units on subsequent redemption dates, net capital gain realized after such Partner's date of redemption up to the amount of any such deficiency. (cc) Net recognized capital gain remaining after the allocation thereof pursuant to subparagraph (bb) above shall be allocated next among all Partners whose capital accounts shall be in excess of their Units' allocation accounts (after the adjustments in subparagraph (bb) above) in the ratio that each such Partner's excess shall bear to all such Partners' excesses. In the event that gain to be allocated pursuant to this subparagraph (cc) shall be greater than the excess of all such Partners' capital accounts over all such allocation accounts, the excess gain shall be allocated among all Partners in the ratio that each Partner's capital account shall bear to all Partners' capital accounts. (dd) Net recognized capital loss realized on or prior to the date a Partner redeems a Unit shall be allocated to such redeeming Partner up to the excess, if any, of the allocation account attributable to the redeemed Unit over the amount which shall have been received upon redemption of the Unit. In the event the aggregate amount of net capital loss available to be allocated pursuant to this subparagraph (dd) shall be less than the aggregate amount of net capital loss required to be so allocated, (1) the aggregate amount of available capital loss shall be allocated among all such Partners in the ratio which each such Partner's excess bears to all such Partners' excesses, and (2) each Partner who has not previously been allocated the full amount of net recognized capital loss required to be allocated pursuant to the first sentence of this subparagraph (dd) shall be allocated, after any allocations required by the first sentence of this subparagraph (dd) in respect of Partners who redeem Units on subsequent redemption dates, net capital loss realized after such Partner's date of redemption up to the amount of any such deficiency. (ee) Net recognized capital loss remaining after the allocation thereof pursuant to subparagraph (dd) above shall be allocated next among all Partners whose Units' allocation accounts shall be in excess of their capital accounts (after the adjustments in subparagraph (dd) above) in the ratio that each such Partner's excess shall bear to all such Partners' excesses. In the event that loss to be allocated pursuant to this subparagraph (ee) shall be greater than the excess of all such allocation accounts over all such Partners' capital accounts, the excess loss shall be allocated among all Partners in the ratio that each Partner's capital account shall bear to all Partners' capital accounts. (iv) The tax allocations prescribed by this Section 8(c) shall be made to each holder of a Unit, whether or not the holder is a substituted Limited Partner. In the event that a Unit shall have been transferred pursuant to Section 11(a), the allocations prescribed by this Section 8(c) shall be made with respect to such Unit without regard to the transfer, except that in the month of transfer the allocations prescribed by this Section 8(c) shall be divided between the transferor and the transferee based on the number of calendar days each held the transferred Unit during such month. For purposes of this Section 8(c), tax allocations shall be made to the General Partner's Units of General Partnership Interest on a Unit of Limited Partnership Interest- equivalent basis. (v) The allocation of profit and loss for federal income tax purposes set forth in this Section 8(c) is intended to allocate taxable profits and losses among Partners generally in the ratio and to the extent that net profit and net loss shall be allocated to such Partners under Section 8(b), so as to eliminate to the extent possible any disparity between a Partner's capital account and his allocation account, consistent with the principles set forth in Section 704 of the Code and the regulations promulgated thereunder. (d) DEFINITIONS; ACCOUNTING. (i) The Partnership's "Net Assets" shall mean the total assets of the Partnership (including but not limited to all cash and cash equivalents (valued at cost), accrued interest and amortization of original issue discount, and the market value of all open commodity interest contract positions and all other assets of the Partnership) less the total liabilities of the Partnership (including but not limited to legal, accounting, and auditing fees, organizational and offering expenses, brokerage commissions and fees and other transaction costs, management fees and incentive fees payable to trading advisors, and extraordinary expenses, whether incurred or accrued), determined in accordance with the principles specified in this Section 8(d)(i) or, where no principle is specified, in accordance with United States generally accepted accounting principles consistently applied under the accrual basis of accounting. The market value of a commodity interest contract traded on a United States exchange or market shall mean the settlement price on the exchange or market on which such contract is traded by the Partnership on the day with respect to which Net Assets shall be determined; provided, however, that if a commodity interest contract could not have been liquidated on such day due to the operation of daily limits or other rules of the exchange or market upon which such contract was traded or otherwise, the settlement price on the first subsequent day on which such contract could have been liquidated shall be the market value of such contract for such day. The market value of a forward contract, a futures contract traded on a foreign exchange or market, a swap contract, or other off-exchange contract, instrument, or transaction shall mean its market value as determined by the General Partner in its sole discretion on a basis consistently applied. (ii) The "Net Asset Value" of a Unit shall mean the Net Assets allocated to capital accounts represented by Units of Limited Partnership Interest divided by the number of such Units outstanding on the date of calculation; and the "Net Asset Value" of a Unit of General Partnership Interest shall mean the Net Assets allocated to capital accounts represented by Units of General Partnership Interest divided by the number of such Units of General Partnership Interest outstanding at the time of calculation. (e) EXPENSES AND LIMITATIONS THEREOF. The General Partner, out of its own funds, heretofore paid all of the costs incurred in connection with the organization of the Partnership and the initial offering of Units. Such costs included all expenses incurred during the initial offering in connection with and directly and indirectly relating to the formation, qualification, and registration of the Partnership and the Units, the preparation of any registration statements and Prospectuses relating to the Partnership and the Units, and the offering, distribution, and processing of the Units under applicable federal, state, and foreign law, including but not limited to legal, accounting, and auditing fees, printing costs, filing fees, escrow fees, sales and marketing expenses, and other related expenses. The General Partner also heretofore paid and shall continue to pay the costs of printing and mailing registration statements, Prospectuses, and reports for solicitation purposes, and the costs of preparing such registration statements and Prospectuses. The Partnership heretofore paid and shall continue to pay its ordinary operating expenses, including expenses for services provided by third parties (whether or not affiliated with the General Partner or any of its Affiliates) selected by the General Partner. Such expenses shall include without limitation management fees and incentive fees, legal, accounting, auditing, escrow, recordkeeping, administration, computer, research, and clerical fees and expenses, expenses incurred in preparing reports and tax information to Limited Partners and regulatory authorities, expenses of printing and mailing registration statements, Prospectuses, and reports to Limited Partners (but not for solicitation purposes), expenses for specialized administrative services, other printing and duplication expenses, other mailing costs, and filing fees. The Partnership shall also be obligated to pay any extraordinary expenses it may incur. The General Partner shall not be reimbursed by the Partnership for any costs incurred by it relating to office space, equipment, and staff necessary for the Partnership's operations and administration of the sale and redemption of Units. The Partnership shall also pay any taxes and all expenses incurred in connection with its trading activities, including but not limited to all margins, option premiums, brokerage, floor, exchange, clearing, clearinghouse, principal, and NFA commissions and fees, other transaction costs and expenses, delivery, insurance, and storage expenses, costs of transmission equipment for trading activities, and related expenses. Appropriate reserves may, in the sole discretion of the General Partner, be created, accrued, and charged against the Partnership's assets for contingent liabilities, if any, as of the date any such contingent liability becomes known to the General Partner. If the Partnership shall be deemed to be an entity separately subject to federal, state, local, or foreign income tax (whether or not such tax shall be payable or shall have been paid by the Partnership or the General Partner, although the General Partner shall not be obligated to do so), each Limited Partner (or assignee, if any) shall be liable for and shall pay to the Partnership or the General Partner any income taxes due and payable or paid to such jurisdiction, within ten days after the General Partner's request therefor, in an amount equal to the ratio by which the number of Units held by each Limited Partner (or assignee) shall bear to the number of Units held by all Limited Partners as of the close of business (as determined by the General Partner in its sole discretion) on the last day of the period for which such tax shall have been assessed. Alternatively, if the Partnership and/or the General Partner shall have paid any such tax out of its/their own funds (although the General Partner shall not be obligated to do so), upon a distribution of funds to a Limited Partner (or assignee) or a redemption of Unit by a Limited Partner (or assignee), all amounts of such taxes may be deducted from the proceeds from such distribution or redemption and reimbursed to the Partnership and/or the General Partner. (f) LIMITED LIABILITY OF LIMITED PARTNERS. Each Unit, when issued to a Partner, shall be fully paid and nonassessable. A Limited Partner's capital contribution shall be subject to the risks of the Partnership's business. However, except as provided otherwise in this Agreement, the General Partner shall be liable for all debts, losses, and other obligations of the Partnership to the extent that the Partnership's assets (which shall include amounts contributed by Limited Partners and paid out in distributions, redemptions, or otherwise to them together with interest thereon, but shall not include any right of contribution from the General Partner except to the extent previously made by it in accordance with this Agreement) shall be insufficient to discharge such debts, losses, and other obligations. Except as provided otherwise in this Agreement, no Limited Partner shall be liable for the Partnership's debts, losses, or other obligations in excess of his unredeemed capital contribution and undistributed profits, if any; provided, however, that if the Partnership shall be unable to pay its debts, losses, and other obligations, a Limited Partner may be required to repay to the Partnership amounts which shall have been paid to him in compliance with the Partnership Act, other applicable laws, rules, and regulations, and this Agreement and amounts which shall have been paid to him in violation of the Partnership Act, other applicable law, rule, or regulation, or this Agreement by way of redemption, distribution, or otherwise, together with interest thereon which shall represent a return of capital and which shall be necessary to discharge the Partnership's liability to creditors who shall have extended credit to the Partnership during the period in which the capital contribution shall have been held by the Partnership. The Partnership shall make a claim against a Limited Partner with respect to amounts of his capital distributed to him, received by him upon redemption of Units, or otherwise paid to him in compliance with the Partnership Act, other applicable laws, rules, and regulations, and this Agreement only within one year following the date that such payments shall have been made to him or on his behalf (or to the extent provided otherwise under the Partnership Act or other applicable law, rule, or regulation) and only if the assets of the Partnership (which shall include amounts contributed by Limited Partners and paid out in distributions, redemptions, or otherwise to them together with interest thereon, but shall not include any right of contribution from the General Partner except to the extent previously made by it in accordance with this Agreement) shall be insufficient to discharge the liabilities of the Partnership which shall have arisen prior to the payment of such amounts. The Partnership shall make a claim against a Limited Partner with respect to amounts of his capital distributed to him, received by him upon redemption of Units, or otherwise paid to him in violation of the Partnership Act, other applicable law, rule, or regulation, or this Agreement only within six years following the date that such payments shall have been made to him (or to the extent provided otherwise under the Partnership Act or other applicable law, rule, or regulation) and only if the assets of the Partnership (which shall include amounts contributed by Limited Partners and paid out in distributions, redemptions, or otherwise to them together with interest thereon, but shall not include any right of contribution of the General Partner except to the extent previously made by it in accordance with this Agreement) shall be insufficient to discharge the liabilities of the Partnership which shall have arisen prior to the payment of such amounts. In addition to the foregoing, Limited Partners may incur liability, for which there shall be no limitation thereon: (i) if a Limited Partner fails to provide good funds as payment for his Units and such Partner's Units shall be canceled by the Partnership and losses or expenses shall be incurred as a result thereof as provided in Section 7; (ii) if the Partnership shall be deemed an entity separately subject to federal, state, local, or foreign taxes, with Partners bearing such tax liability pro rata in accordance with the respective capital accounts of the Partners as provided in Section 8(e); (iii) if the Partnership shall be required to withhold tax on certain income of the Partnership allocable to a Partner (or assignee thereof) or the Partnership as provided in Section 9(c); (iv) if a Limited Partner is required to indemnify the Partnership in accordance with Section 17(d); or (v) if the subscription documentation delivered by a Limited Partner in connection with his purchase of Units shall contain any misstatements or omissions. (g) LENDER AS PARTNER. No creditor who shall make a loan to the Partnership may have or acquire, at any time as a result of making the loan, any direct or indirect interest in the profits, capital, or property of the Partnership, other than as a secured creditor or other than as a result of the exercise of the rights thereof. (h) RETURN OF LIMITED PARTNERS' CAPITAL CONTRIBUTIONS. Except to the extent that a Limited Partner shall have the right to withdraw capital through redemption of Units in accordance with Section ll(b), no Limited Partner shall have any right to demand the return of his capital contribution and any profits added thereto except upon termination and dissolution of the Partnership. No Partner shall be paid interest on any capital contribution to the Partnership or on such Partner's capital account. In no event shall a Limited Partner be entitled to demand or receive from the Partnership property other than cash. No Partner shall have the right to bring an action for partition against the Partnership. (i) DISTRIBUTIONS. The General Partner shall have sole discretion in determining the amount and frequency of distributions (other than on voluntary redemption of Units), if any, the Partnership shall make to its Partners; provided, however, that no Partner shall receive a distribution to the extent that, after giving effect to such distribution, all liabilities of the Partnership (other than liabilities to Partners on account of their Partnership interests) shall exceed the fair market value of the Partnership's assets. All distributions shall be pro rata in accordance with the respective capital accounts of the Partners. If, pursuant to applicable law, the Partnership shall have been required to pay or withhold tax on certain income of the Partnership allocable to a Limited Partner (or assignee thereof) and the Partnership and/or the General Partner shall have paid out of its/their own funds such tax in accordance with Sections 8(e) or 9(c) (although the General Partner shall not be obligated to do so), upon a distribution to such Limited Partner (or assignee) all amounts of such taxes may be deducted from the amount of such distribution and reimbursed to the Partnership and/or the General Partner. (j) GENERAL PARTNER AS LIMITED PARTNER. The General Partner shall also be a Limited Partner to the extent that the General Partner purchases Units of Limited Partnership Interest or purchases or becomes a transferee of all or any part of the Units held by a Limited Partner, and to such extent shall be treated in all respects as a Limited Partner and the consent of Limited Partners to such transfer to a General Partner shall not be required. 9. MANAGEMENT. (a) MANAGEMENT OF PARTNERSHIP. Except as provided otherwise in this Agreement, the General Partner, to the exclusion of the Limited Partners, shall conduct and manage the business of the Partnership, including without limitation the investment of the Partnership's assets and the negotiation, execution, delivery, and performance of agreements necessary or desirable to carry out the purposes, business, and objectives of the Partnership, and otherwise effectuate the provisions of this Agreement. No Limited Partner, in its/his capacity as such, shall have the power to transact business for, represent, act for, sign for, or bind the General Partner or the Partnership. Except as provided otherwise in this Agreement, no Limited Partner, in its/his capacity as such, shall be entitled to any salary, draw, or other compensation from the Partnership on account of any investment in the Partnership. Each Limited Partner shall furnish to the General Partner such information as may be determined by the General Partner to be required or appropriate for the Partnership to open and maintain accounts with brokerage firms for the purpose of the Partnership's trading activities. In addition to and not in limitation of any rights and powers conferred by law or by this Agreement and except as limited, restricted, or prohibited by this Agreement, the General Partner shall have and may exercise, for and on behalf of the Partnership, and the Limited Partners, all powers and rights necessary, proper, convenient, and advisable to effectuate and carry out the purposes, business, and objectives of the Partnership, and shall have and possess the same rights and powers as a general partner in a partnership without limited partners formed under the law of the State of Delaware. The General Partner shall have fiduciary responsibility for the safekeeping of all of the funds and assets of the Partnership, whether or not in the General Partner's immediate possession or control. Except as provided otherwise in this Agreement, the General Partner shall neither employ nor permit another person to employ the Partnership's funds or assets in any manner other than for the benefit of the Partnership. The General Partner, for and on behalf of the Partnership, may retain one or more trading advisors (which may include officers, employees, and Affiliates of the General Partner or of its Affiliates, or the General Partner itself) to make trading decisions for the Partnership, and may delegate complete trading discretion to such advisor or advisors; provided, however, that the General Partner may override any trading instructions which it in its sole discretion shall determine to be in violation of any trading policy of the Partnership or as or to the extent necessary to fund distributions or redemptions, to effect the allocation or reallocation of the Partnership's assets among trading advisors if more than one trading advisor shall be retained by the General Partner, or to pay the Partnership's expenses; and provided further that the General Partner may make trading decisions at any time at which a trading advisor for the Partnership shall become incapacitated or unavailable or some other emergency shall arise as a result of which such advisor shall be unable or unwilling to act or no trading advisor shall then be retained by the Partnership and the General Partner shall not have yet retained a successor trading advisor. Notwithstanding the foregoing, the General Partner may consult with and receive recommendations from its Affiliates and their employees regarding the allocation and reallocation of assets among and the retention and termination of trading advisors for the Partnership; provided, however, that the General Partner in its sole discretion and judgment shall be responsible for making all final determinations regarding such matters. The General Partner, on behalf of the Partnership, shall be authorized and directed: (i) to enter into the advisory agreement with TIC described in the Prospectus and to cause the Partnership to pay TIC the fees described in the Prospectus and in such advisory agreement; (ii) to modify (including changing the form and amount of compensation and other arrangements and terms) or terminate such advisory agreement in its sole discretion in accordance with the terms of such agreement, and to employ from time to time other trading advisors for the Partnership (which may include officers, employees, and Affiliates of the General Partner or of its Affiliates, or the General Partner itself) pursuant to advisory agreements having such terms and conditions and providing for such form and amount of compensation as the General Partner in its sole discretion shall deem to be in the best interests of the Partnership and consistent with applicable laws, rules, and regulations, which terms may include provision for the payment of a fixed management fee and/or an incentive fee to new or replacement trading advisors, and any such incentive fee may be based upon trading profits which shall be earned by such trading advisors irrespective of whether such profits shall exceed trading losses which shall have been previously incurred or shall be concurrently incurred by other trading advisors or by the Partnership as a whole; (iii) to enter into a customer agreement with Bellwether Partners LLC, a Delaware limited liability company and an Affiliate of the General Partner ("BPL"), as described in the Prospectus; (iv) to enter into customer agreements with such futures commission merchants, introducing brokers, clearing brokers, floor brokers, foreign exchange brokers and dealers, broker-dealers, and brokerage firms as described in the Prospectus; (v) to cause the Partnership to pay BPL and such other brokers, dealers, and firms the commissions, fees, charges, mark-ups, and other transaction costs as described in the Prospectus and in the agreements with such persons or as agreed upon from time to time between the General Partner and BPL and such other brokers, dealers, and firms; (vi) to modify (including changing the form and amount of compensation and other arrangements and terms) and terminate such customer agreements in the sole discretion of the General Partner in accordance with the terms of such agreements; (vii) to employ from time to time other futures commission merchants, clearing brokers, introducing brokers, floor brokers, foreign exchange brokers and dealers, broker-dealers, and brokerage firms (which may include Affiliates of the General Partner or of its Affiliates, or the General Partner itself) pursuant to agreements having such terms and conditions and providing for such term and amount of compensation as the General Partner in its sole discretion shall deem to be in the best interests of the Partnership; and (viii) in furtherance of the Partnership's trading activities, purposes, business, and objectives, to provide guarantees, indemnities, margin, collateral, undertakings, credit support and enhancement, and similar assurances to banks, financial institutions, counterparties, brokers, dealers, customers, and other persons (including but not limited to BPL, other Affiliates of the General Partner, principals, stockholders, directors, officers, or employees of the General Partner or any of its Affiliates, or partnerships, corporations, companies, trusts, or other entities for which the General Partner or any of its Affiliates acts as general partner, operator, sponsor, or advisor or otherwise manages or controls ("Interested Persons")) with regard to obligations incurred by futures commission merchants, clearing brokers, introducing brokers, floor brokers, foreign exchange brokers and dealers, broker-dealers, and brokerage firms employed by the Partnership or its counterparties or agents or employed by other persons (including but not limited to Interested Persons), and to enter into related agreements (including but not limited to contribution, indemnity, margin, collateral, credit support and enhancement, and other similar agreements with Interested Persons), it being understood and agreed that, pursuant to such guarantees, arrangements, and agreements, the Partnership may make and take actual physical delivery of the items underlying commodity interest contracts, may be subject to risks of defaults and failures and other risks, and may be liable (primarily, secondarily, or contingently) for the obligations of other persons (including but not limited to Interested Persons), provided in each such case that the General Partner shall first determine in its sole discretion that such guarantees, arrangements, and agreements may result in better trade execution or pricing or increased confidentiality with respect to the Partnership's trading activities or is otherwise beneficial to the Partnership. The General Partner shall review from time to time, and at least once a year, the commission rates and other transaction fees charged to the Partnership. Based upon such review, comparisons to the commission rates and fees charged by other major futures commission merchants, introducing brokers, clearing brokers, floor brokers, foreign exchange brokers and dealers, broker- dealers, and brokerage firms for similar services rendered to accounts the size and type of the partnership's account, the General Partner's knowledge of the reasonableness of commission rates generally, the trading volume of the Partnership, and the circumstances of the Partnership, the General Partner shall ensure that the rates and fees being charged to the Partnership are reasonable and competitive in relation to rates and fees charged by other brokers and dealers for similar services to entities comparable in size and trading activity to the Partnership. (b) TRADING POLICIES. The General Partner shall require the Partnership's trading advisors to follow, and shall monitor their compliance with, such trading policies as the General Partner may determine in its sole discretion from time to time, as well as the following trading policies. (i) The Partnership shall not borrow or lend money to any Partner or other person, except that the foregoing shall not prohibit: (aa) depositing margin and collateral with respect to the initiation and maintenance of commodity interest contract positions; (bb) obtaining and utilizing lines of credit and settlement and delivery lines for the trading of forward contracts, currency contracts, swaps, and related contracts and entering into guarantees, arrangements, and agreements in connection therewith; or (cc) guaranteeing obligations of any person or entering into any other arrangement or agreement contemplated by clause (viii) of the fifth paragraph of Section 9(a). (ii) The Partnership shall not permit "churning" of its assets. (iii) The Partnership shall not employ the trading technique commonly known as "pyramiding", in which the speculator uses unrealized profits on existing positions in a given commodity interest contract due to favorable price movement as margin specifically to buy or sell additional positions in the same or a related commodity interest contract. However, open trade equity may be taken into account when determining the size of positions to be taken in all commodity interest contracts, and the Partnership may add to existing commodity interest contract positions in its portfolio provided that such action shall be consistent with the foregoing restriction. The General Partner shall not approve any material change in the foregoing three trading policies without obtaining prior written approval of Limited Partners owning more than 50% of the Units then owned by Limited Partners. (c) ADDITIONAL OBLIGATIONS AND RESPONSIBILITIES OF GENERAL PARTNER. The General Partner shall take such other actions as it may deem necessary or desirable in its sole discretion to manage the business of the Partnership, including but not limited to: (i) entering into, executing, delivering, and maintaining contracts and agreements, including without limitation account opening agreements and documents, applications, subscriptions, investment letters, investment agreements, management agreements, advisory agreements, powers of attorney, trading and investment authorizations, appointments of agents, purchase agreements, sale agreements, brokerage and clearing agreements, margin agreements, escrow agreements, custody agreements, solicitation agreements, swap agreements, collateral, pledge, and security agreements, financing statements, assignments, guarantees, indemnities, contribution agreements, keep-well agreements, credit support and enhancement agreements, incumbency certificates, confirmations, underwriting and selling agreements, consulting agreements, letters of liquidation, arbitration agreements, hedging certifications and agreements, risk disclosure statements, give-up agreements, disclosure documents, settlement agreements, court, arbitration, and regulatory authority agreements, applications, certifications, documents, and instruments, authorizations to close accounts, authorizations to transfer funds, securities, commodities, currencies, and other property, and any and all other instruments, (ii) doing and performing all such things as shall be in furtherance of the Partnership's purposes or necessary or appropriate for the conduct of the Partnership's business, including without limitation opening, maintaining, and closing brokerage accounts, clearing accounts, mutual fund accounts, bank accounts, margin, collateral, and security accounts, escrow accounts, custodial accounts, and other accounts; (iii) transferring the care and custody of securities, commodities, currencies, and funds to banks, brokers, dealers, clearing agencies, custodians, and other depositories and agents pursuant to bank, brokerage, clearing, safekeeping, custody, escrow, and other arrangements; (iv) making withdrawals, transfers, payments, and additions of funds, securities, commodities, currencies, and other property and instruments from and to said accounts; (v) collecting and receiving confirmation statements, statements of account, reports, and other communications from brokers, dealers, counterparties, banks, agents, mutual funds, custodians, and agents; (vi) making, executing, certifying, signing, endorsing, pledging, hypothecating, and delivering checks, drafts, notes, acceptances, bills of exchange, deposits, bills of lading, warehouse receipts, letters of credit, lines of credit, and negotiable instruments; (vii) depositing, withdrawing, paying, retaining, and distributing the Partnership's assets in any manner consistent with this Agreement; (viii) investing and directing the investment and reinvestment of assets of the Partnership; (ix) paying and authorizing the payment of distributions to Partners and expenses of the Partnership; and (x) preparing and filing in a timely manner all reports, filings, and registrations which shall be required from time to time by applicable legal, governmental, and regulatory authorities. The Partnership's assets are and shall be deposited with such banks, futures commission merchants, clearing brokers, foreign exchange brokers and dealers, broker- dealers, brokerage firms, custodians, and/or other depositories as the General Partner in its sole discretion may determine from time to time, and such assets shall be used for the Partnership's trading. The General Partner shall endeavor to place as much of the Partnership's assets as is practicable in governmental debt securities and other interest-bearing securities, investments, and accounts for the account of the Partnership or otherwise arrange for interest and other amounts to be credited to such assets. The Partnership shall receive all interest income and other amounts earned on such securities, investments, and accounts. The General Partner shall make any and all elections on behalf of the Partnership under the Code and any other applicable federal, state, local, or foreign tax law as the General Partner shall determine to be in the best interests of the Partnership. The General Partner shall prepare or cause to be prepared and shall file on or before the due date (or any extension thereof any federal, state, local, or foreign tax returns which shall be required to be filed by the Partnership. The General Partner shall cause the Partnership to pay any taxes payable by the Partnership; provided, however, that the General Partner shall not be required to cause the Partnership to pay any tax so long as the General Partner or the Partnership shall in good faith and by appropriate legal proceedings be contesting the validity, applicability, or amount of such tax without materially endangering any rights or interests of the Partnership. The General Partner shall be authorized to perform all duties imposed by Sections 6221 through 6232 of the Code on the General Partner as "tax matters partner" of the Partnership, including but not limited to (i) conducting all audits and other administrative proceedings with respect to Partnership tax items; (ii) extending the statute of limitations for all Limited Partners with respect to Partnership tax items; (iii) filing petitions with appropriate federal courts for review of final Partnership administrative adjustments; and (iv) entering into a settlement with the Internal Revenue Service on behalf of and binding upon those Limited Partners having less than a 1% interest in the Partnership, unless a Limited Partner shall have notified the Internal Revenue Service and the General Partner that the General Partner shall not act on such Partner's behalf. The General Partner shall be authorized to retain and compensate attorneys, accountants, and auditors to assist the General Partner in carrying out its obligations as tax matters partner. If, pursuant to applicable law, the Partnership shall be required to withhold tax on certain income of the Partnership allocable to a Partner (or assignee thereof), whether or not such tax shall be payable or shall have been paid by the Partnership or the General Partner (although the General Partner shall not be obligated to do so), each Limited Partner (or assignee, if any) shall be liable for and shall pay to the Partnership or the General Partner such amount of tax, within ten days after the General Partner's request therefor. Alternatively, if the Partnership and/or the General Partner shall have paid any such tax out of its/their own funds (although the General Partner shall not be obligated to do so), upon a distribution of funds to such Partner (or assignee) or a redemption of Units by such Partner (or assignee), all amounts of such taxes may be deducted from the proceeds from such distribution or redemption and reimbursed to the Partnership and/or the General Partner. The General Partner shall keep at the principal office of the Partnership such books and records relating to the business of the Partnership (including subscription documentation and records necessary to substantiate that Units were sold to subscribers for whom such securities were suitable at the time of purchase) as the General Partner deems necessary or advisable in its sole discretion or as shall be required by applicable regulatory authorities. To the extent required by CFTC regulations and for any purpose related to a Limited Partner's interest as a limited partner in the Partnership, such books and records shall be available to a Limited Partner or his authorized attorney or agent for inspection and copying during normal business hours of the Partnership, and upon request the General Partner shall send copies of the same to any Limited Partner upon payment by him of reasonable reproduction and distribution costs. A Limited Partner shall give the General Partner at least 24 hours' prior written notice for such inspection and copying by such Partner or his authorized attorney or agent. Any subscription documentation shall be retained by the Partnership for not less than six years. The General Partner shall submit to any state securities or Blue Sky authority any information required to be filed with such authority, including without limitation reports and statements required to be distributed to Limited Partners. Except as provided or permitted otherwise in this Agreement or with the approval of the General Partner and in accordance with applicable laws, rules, and regulations, no person shall receive, directly or indirectly, any advisory, management, or incentive fee for investment advice furnished to the Partnership who shall also share or participate in brokerage, floor, exchange, clearing, clearinghouse, or principal commissions or fees paid by the Partnership, and no broker or dealer for the Partnership shall pay, directly or indirectly, rebates or give-ups to the General Partner or any other trading advisor for the Partnership. Such prohibitions shall not be circumvented by any reciprocal business arrangements. Assets of the Partnership shall not be commingled with assets of any other person. The Partnership's deposit of margin, collateral, and assets with banks, futures commission merchants, clearing brokers, foreign exchange brokers or dealers, broker-dealers, brokerage firms, custodians, escrow agents, or other depositories and the segregation of any such amounts by such persons in accordance with CFTC regulations, and the Partnership's entry into, and performance under, any guarantee, arrangement, or other agreement contemplated by clause (viii) of the fifth paragraph of Section 9(a) shall not constitute commingling. The General Partner shall devote such time and resources to the Partnership's business and affairs as it in its sole discretion shall deem necessary or advisable to effectively manage the Partnership. Subject to Section 6, any Partner or affiliate of any Partner may engage in or possess any interest in other business ventures of any kind, nature, or description, independently or with others, whether such ventures are competitive with the Partnership or otherwise. Neither the Partnership nor any Partners shall have any rights or obligations by virtue of this Agreement or the partnership relationship created hereby in or to such other ventures or the income or profits or losses derived therefrom, and the pursuit of such ventures, even if competitive with the business of the Partnership, shall not be deemed wrongful or improper, and no Partner shall be required to refrain from any other venture or disgorge any profits derived from any other venture. The General Partner may, consistent with applicable laws, rules, and regulations, engage and compensate, on behalf of the Partnership and from the Partnership's funds, such persons and entities (including attorneys, accountants, and auditors, persons and entities affiliated with the General Partner, and officers, employees, and Affiliates of the General Partner) as the General Partner in its sole discretion shall deem necessary or advisable for the conduct and operation of the business of the Partnership. The General Partner in its sole discretion shall prosecute, defend, settle, or compromise actions or claims at law or in equity at the Partnership's expense as may be necessary or proper to enforce or protect the Partnership's interests. The General Partner shall satisfy any judgment, decree, or decision of any court or governmental or regulatory authority or any settlement of any suit or claim prior to judgment or final decision thereon, first out of any insurance proceeds available therefor, next out of the Partnership's assets, and thereafter out of the General Partner's assets. Persons dealing with the General Partner shall not be required to determine its authority to make any undertaking on behalf of the Partnership, nor to determine any fact or circumstances bearing upon the existence of its authority. 10. AUDITS; REPORTS TO LIMITED PARTNERS. The Partnership's books shall be audited annually by an independent public accounting firm selected by the General Partner in its sole discretion. The General Partner shall use its best efforts to cause each Partner to receive: (a) within 90 days after the close of each fiscal year of the Partnership a certified annual report containing audited financial statements (including a statement of income and a statement of financial condition) of the Partnership for the fiscal year last ended, prepared in accordance with generally accepted accounting principles applied on a consistent basis and accompanied by a report of the accounting firm which audited such statements, and such other information as the CFTC and the NFA from time to time shall require in annual reports; (b) within 90 days after the close of each fiscal year of the Partnership such tax information relating to the Partnership as shall be necessary for such Partner to complete such Partner's federal income tax return; (c) within 30 days after the close of each calendar month, such financial and other information with respect to the Partnership as the CFTC and the NFA from time to time shall require in monthly reports (including without limitation a statement showing the individual and aggregate amounts of fees, compensation, brokerage commissions and fees, and other expenses and costs paid by the Partnership); and (d) at such times as shall be necessary or advisable in the General Partner's sole discretion, such other information as the CFTC and the NFA from time to time shall require under the Commodity Exchange Act as amended to be given to participants in commodity pools. If any of the following events occurs, notice of such event shall be mailed to each Limited Partner within seven business days after the occurrence of such event: (i) any amendment to this Agreement which shall have been made in accordance with Section 18; (ii) a decrease in the Net Asset Value of a Unit to or below 50% of the Net Asset Value for the fiscal year-end most recently reported to Limited Partners; (iii) any change in general partners; or (iv) any change in the Partnership's fiscal year. Such notice shall describe any voting rights of the Limited Partners as set forth in Section 18. The approximate Net Asset Value of a Unit shall be determined daily by the General Partner, and the most recent approximate Net Asset Value shall be promptly supplied in writing to any Limited Partner after the General Partner shall have received a written request therefor from such Partner. 11. TRANSFER AND REDEMPTION OF UNITS. (a) TRANSFER. A Limited Partner may transfer, assign, pledge, or encumber his Units only as provided in this Section 11(a). A Limited Partner may transfer, assign, pledge, or encumber his Units solely and exclusively to or for the benefit of (i) another person who is an employee of the General Partner, TIC, any of their present or future affiliated entities, or their successors or assigns, (ii) the General Partner, TIC, any of their present or future affiliated entities, or their successors or assigns, or (iii) such other person or entity as the General Partner in its sole discretion may determine. A Limited Partner may not make a partial transfer, assignment, pledge, or encumbrance of his Units which would reduce the Net Asset Value of the Units retained by such Partner (after giving effect to such transfer, assignment, pledge, or encumbrance) to less than the amount of the minimum investment required by the Partnership of new Limited Partners at the time of such transfer, assignment, pledge, or encumbrance, and any proposed partial transfer, assignment, pledge, or encumbrance, if permitted under this Agreement, shall be honored only to the extent it complies with such limitation. No transferee, assignee, pledgee, or secured creditor of Units may become a substituted Limited Partner unless the General Partner first consents to such substitution in writing, which consent the General Partner may withhold in its sole discretion. Notwithstanding the foregoing, the General Partner may in its sole discretion waive any of the foregoing restrictions and limitations. Any transfer, assignment, pledge, or encumbrance of Units which shall be permitted hereunder shall be effective as of the close of business (as determined by the General Partner its sole discretion) on the last day of the calendar month in which such transaction shall have occurred; provided, however, that the Partnership need not recognize any transfer, assignment, pledge, or encumbrance until the General Partner shall have received at its principal office at least 30 days' prior written notice of such proposed transaction from the transferring Limited Partner. Such notice shall be signed by the transferring Limited Partner and shall set forth the name, residence address, and social security or taxpayer identification number of the proposed transferee, assignee, pledgee, or secured creditor, the number of Units that shall be proposed to be transferred, assigned, pledged, or encumbered, and a certification that the proposed transferee, assignee, pledgee, or secured creditor is a person permitted to own and hold Units as provided in the first paragraph of this Section ll(a). The transferring Limited Partner's signature shall be guaranteed by a commercial bank which is a member of the Federal Deposit Insurance Corporation, a trust company, or a member of either a United States registered national securities exchange or the NASD, other than a sole proprietor. The guarantees shall be signed by an authorized signatory of the bank, trust company, or member firm, and "Signature Guaranteed" shall appear with the signature. Signature guarantees by savings banks, savings and loan associations, and notaries public shall not be accepted. Signature guarantees may be waived by the General Partner in its sole discretion. The General Partner may request further documentation from entities, executors, administrators, trustees, or guardians. Prior to the General Partner's actual receipt at its principal office of the foregoing notice from a Limited Partner, the General Partner shall be entitled to recognize the exclusive right of the person registered in the Partnership's books and records as the owner of Units, and shall not be liable for any actions taken by it in reliance upon the Partnership's books and records (including transmitting reports, tax information, and notices as provided under Section 10, reporting tax information to governmental and regulatory authorities, and making distributions). No transfer, assignment, pledge or encumbrance of Units shall be permitted unless the General Partner shall be satisfied that such transaction: (i) shall not involve a transfer, assignment, pledge, or encumbrance to or for the benefit of a minor or incompetent, or a person who shall be insolvent after such transaction, or a person who is not permitted to own and hold Units as provided in the first paragraph of this Section ll(a); (ii) shall not violate this Section 11(a); (iii) shall not violate the Partnership Act; (iv) shall not violate the Securities Act, any applicable state securities or Blue Sky laws, or any applicable foreign laws; (v) shall not adversely affect the classification of the Partnership as a partnership for federal income tax purposes; or (vi) shall not adversely affect the status of Limited Partners as limited partners under the Partnership Act. Any such purported or attempted transfer, assignment, pledge, or encumbrance in violation of the preceding provisions shall be null, void, and ineffectual, and need not be recognized by the Partnership. A Limited Partner who shall transfer, assign, pledge, or encumber his Units shall remain liable to the Partnership as provided under the Partnership Act, regardless of whether his transferee, assignee, pledgee, or creditor shall become a substituted Limited Partner. Any transferee, assignee, pledgee, or creditor of Units who shall not have been admitted to the Partnership as a substituted Limited Partner shall not have any of the rights of a Limited Partner, except that such person shall receive that share of capital and profits and shall have that right of redemption to which his transferor, assignor, pledgor, or debtor shall have been entitled, and shall remain subject to the other terms of this Agreement binding upon Limited Partners. A Limited Partner shall bear all costs (including attorneys', accountants', and other fees) related to a transfer, assignment, pledge, or encumbrance of his Units. If a transferee, assignee, pledgee, or creditor shall become a substituted Limited Partner in accordance with this Section 11(a), the General Partner shall be authorized to execute, file, record, and publish, for and on behalf of the Partnership and each Partner, such amendments to this Agreement and the Certificate of Limited Partnership as may be necessary or desirable to reflect such substitution. No transferee, assignee, pledgee, or creditor shall become a Limited Partner until the General Partner shall execute this Agreement on behalf of such person pursuant to the power of attorney in Section 14 and shall make an entry in the books and records of the Partnership reflecting that such person has been admitted as a Limited Partner. Such person shall be deemed a Limited Partner at such time as such admission shall be reflected in the books and records of the Partnership. (b) REDEMPTION. Except as provided otherwise below in this Section 1l(b), a Limited Partner (or any assignee thereof) may withdraw, effective as of the last day of any calendar quarter, all or a portion of such Partner's unredeemed capital contribution and undistributed profits, if any, by requiring the Partnership to redeem all or a portion of such Partner's Units at 100% of the Net Asset Value thereof, reduced as hereinafter described (such withdrawal being herein referred to as "Redemption"); provided, however, that (i) a Limited Partner may only redeem Units (or fractions thereof) in $1,000 increments, except that other amounts of Units may be redeemed if a Limited Partner is redeeming his entire interest in the Partnership, and (ii) a Limited Partner may not make a partial Redemption of his Units which would reduce the Net Asset Value of the Units retained by such Partner (after giving effect to such Redemption) to less than the amount of the minimum investment required of new Limited Partners by the Partnership at the time of such Redemption, and any request for partial redemption shall be honored only to the extent it complies with such limitation. Notwithstanding the foregoing, the General Partner may in its sole discretion waive any of the foregoing restrictions and limitations. Redemption of a Limited Partner's Units shall be effective as of the close of business (as determined by the General Partner in its sole discretion) on the last day of the calendar quarter ending after a Request for Redemption in proper form has been received by the General Partner ("Redemption Date"), provided that all liabilities (contingent or otherwise) of the Partnership, except any liability to Partners on account of their capital contributions, shall have been paid or there shall remain assets of the Partnership sufficient to pay them. As used herein, a "Request for Redemption" shall mean a letter in the form specified by the General Partner, sent by a Limited Partner (or any assignee thereof and received by the General Partner at least five business days prior to the date on which Redemption is to be effective. If the General Partner shall receive a Request for Redemption on a date less than five business days prior to the date on which Redemption is to be effective, unless the General Partner in its sole discretion shall waive the untimeliness of such Request, such Redemption shall be effective as of the close of business (as determined by the General Partner in its sole discretion) on the last day of the calendar quarter that immediately follows the calendar quarter in which the General Partner received such untimely Request. A Request for Redemption is annexed hereto as Annex A. Additional Requests for Redemption may be obtained by written request to the General Partner. A Request for Redemption shall be endorsed by each Partner requesting such redemption, or by such Partner's assignee. Upon Redemption, a Limited Partner (or any assignee thereof) shall receive for each Unit redeemed an amount equal to 100% of the Net Asset Value of a Unit as of the Redemption Date, less any amount which shall be owed by such Partner (and his assignee, if any) to the Partnership or the General Partner as provided below in this paragraph or any amount which shall be owed by such Partner (and his assignee, if any) to the Partnership in accordance with Section 17(d). If, pursuant to applicable law, the Partnership shall have been required to pay or withhold tax on certain income of the Partnership allocable to a redeeming Limited Partner (or any assignee thereof), and the Partnership and/or the General Partner shall have paid out of its/their own funds such tax in accordance with Sections 8(e) or 9(c) (although the General Partner shall not be obligated to do so), upon Redemption of Units by such Limited Partner (or assignee), all amounts of such taxes may be deducted from the Net Asset Value of such Units and reimbursed to the Partnership and/or the General Partner. The right to obtain Redemption shall be contingent upon (i) the Partnership having assets sufficient to discharge its liabilities on the Redemption Date, (ii) the timely receipt by the General Partner of a Request for Redemption as described herein, and (iii) the other terms and conditions set forth in this Section 11(b). The General Partner shall endeavor to pay Redemptions within 20 business days after the Redemption Date, except that under certain circumstances (including but not limited to the inability on the part of the Partnership to liquidate commodity interest contract positions or the default or delay in payments which shall be due the Partnership from banks, brokers, dealers, or other persons), the Partnership may delay payment to Partners requesting Redemption of Units of the proportionate part of the Net Asset Value of the Units represented by the sums which shall be the subject of such default or delay The General Partner shall be authorized to execute, file, record, and publish, on behalf of the Partnership and each Partner, such amendments to this Agreement and the Certificate of Limited Partnership as may be necessary to reflect any Redemption. 12. MANDATORY REDEMPTION. The General Partner may, in its sole discretion at any time and from time to time, require a Limited Partner (or his assignee if any) to withdraw entirely from the Partnership or to withdraw a portion of such Limited Partner's unredeemed capital contribution and undistributed profits, if any, by giving notice in writing to the Limited Partner (or assignee) thus designated. The Limited Partner (or assignee) thus designated shall redeem all or a portion of his Units from the Partnership as specified in such notice as of the last day of the calendar month specified in such notice, which notice shall be delivered to the Limited Partner (or assignee) thus designated at least five business days prior to such month-end. Such Limited Partner (or assignee) shall be deemed to have redeemed all or a portion of his Units, as the case may be, as of the end of such month without further action on the part of the Limited Partner (or assignee). The General Partner is authorized to cancel the appropriate number of Units issued to the Limited Partner (or assignee) in respect of such redemption and pay to the Limited Partner (or assignee) an amount equal to the Net Asset Value of such Units less any amounts specified in Section ll(b). Without limiting the foregoing or the circumstances under which the General Partner may require withdrawal of a Limited Partner, the General Partner intends generally to require the withdrawal of a Limited Partner: (a) who ceases to be an employee or Affiliate of the General Partner, TIC, any of their present or future affiliated entities, or their successors or assigns; (b) if the value of Units held by Plan Investor Partners equals or exceeds 25% of the aggregate value of all Units then outstanding; or (c) if Units may be deemed to constitute assets of Plan Investor Partners. The General Partner is authorized to execute, file, record, and publish, for and on behalf of the Partnership and each Partner, such amendments to this Agreement and the Certificate of Limited Partnership as may be necessary to reflect any required withdrawal of a Limited Partner. 13. ADMISSION OF ADDITIONAL PARTNERS. At any time and from time to time in its sole discretion, the General Partner may admit additional Limited Partners, each of which newly-admitted Limited Partners shall contribute cash to the capital of the Partnership for each Unit acquired in the amount determined in accordance with Section 7 (which amount shall not be less than 100% of the Net Asset Value of the Unit acquired). At any time and from time to time in its sole discretion, the General Partner may admit any transferee, assignee, pledgee, or secured creditor of Units as a substituted Limited Partner in accordance with Section ll(a). Additional general partners shall not be admitted to the Partnership except as provided in Section 18; provided, however, that at any time and from time to time in its sole discretion, the General Partner may admit additional general partners that are affiliated with the General Partner, TIC, any of their present or future affiliated entities, or their successors or assigns. No Limited Partner shall have any preemptive, preferential or other rights with respect to the issuance of any additional Units. The General Partner is authorized to execute, file, record, and publish, on behalf of the Partnership and each Partner, such amendments to this Agreement and to the Certificate of Limited Partnership as may be necessary to reflect the admission or substitution of a Partner. 14. SPECIAL POWER OF ATTORNEY. Each Limited Partner, by the execution of this Agreement, hereby irrevocably constitutes and appoints the General Partner and any successor general partner, with full power of substitution, as such Partner's true and lawful agent and attorney-in-fact, in his name, place, and stead, to do all things necessary: (a) to admit a person as a Limited Partner and to admit other persons as additional or substituted Limited Partners so long as such admission or substitution shall be in accordance with this Agreement; (b) to file, prosecute, defend, settle, or compromise any and all actions at law or in equity for or on behalf of the Partnership in connection with any claim, demand, or liability asserted or threatened by or against the Partnership; and (c) to execute, acknowledge, swear to, deliver, file, record, and publish: (i) this Agreement, the Certificate of Limited Partnership, and amendments thereto; (ii) instruments which the General Partner shall deem necessary or appropriate to reflect any amendment, change, or modification of this Agreement or the Certificate of Limited Partnership made in accordance with this Agreement; (iii) certificates of assumed name; and (d) instruments which the General Partner shall deem necessary or appropriate to qualify or maintain the qualifications of the Partnership to do business as a foreign limited partnership in other jurisdictions. This Power of Attorney shall be irrevocable and deemed to be a power coupled with an interest, and shall survive the incapacity, insolvency, disability, legal incompetency, death, dissolution, liquidation, or termination of a Limited Partner. Each Limited Partner shall be bound by any representation made by the General Partner and by any successor thereto acting in good faith pursuant to this Power of Attorney. Each Limited Partner hereby waives any and all defenses which may be available to contest, negate, or disaffirm the action of the General Partner and any successor thereto taken in good faith under this Power of Attorney. Each Limited Partner shall execute a special power of attorney on a document separate from this Agreement, generally contained in subscription documentation. In the event of any conflict between this Agreement and any instruments executed, delivered, or filed by the General Partner and any successor thereto pursuant to this Power of Attorney, this Agreement shall control. The General Partner may exercise this Power of Attorney by listing all of the Limited Partners executing any agreement, certificate, instrument, or document with the single signature of the General Partner as attorney-in-fact for all such Limited Partners. 15. WITHDRAWAL OF PARTNERS. (a) WITHDRAWAL OF GENERAL PARTNER. The General Partner shall not withdraw from the Partnership unless it shall have given the Limited Partners at least 90 days' prior written notice of its intention to withdraw. Subject to Sections 4 and 18, upon the withdrawal insolvency, dissolution, liquidation, or termination of the General Partner, the Partnership shall terminate and dissolve unless a remaining or new general partner or partners shall have been elected to continue the business of the Partnership, which any remaining or new general partner(s) shall have the right to do. (b) WITHDRAWAL OF LIMITED PARTNERS. The withdrawal, insolvency, disability, legal incompetency, death, liquidation, termination, or dissolution of a Limited Partner shall not terminate or dissolve the Partnership, and such Limited Partner and his estate, custodian, or legal representative shall have no right to withdraw or value such Limited Partner's interest in the Partnership except as provided in Section 11. Each Limited Partner (and any assignee or representative thereof) agrees that, in the event of his death, he waives on behalf of himself and his estate, and directs the legal representatives of his estate and any person interested therein to waive, the furnishing of any inventory, accounting, or appraisal of the assets of the Partnership and any right to an audit or examination of the books and records of the Partnership. 16. NO PERSONAL LIABILITY FOR RETURN OF CAPITAL. Except as provided otherwise in this Agreement, the General Partner shall not be personally liable for the return or repayment of all or any portion of the capital or profits of any Partner (or assignee), it being agreed by all Partners that any such return or repayment of capital or profits made pursuant to this Agreement shall be made solely from the assets of the Partnership (which shall include amounts contributed by Limited Partners and paid out in distributions, redemptions, or otherwise together with interest thereon, but shall not include any right of contribution from the General Partner except to the extent previously made by it pursuant to this Agreement). 17. STANDARD OF LIABILITY; INDEMNIFICATION. (a) STANDARD OF LIABILITY. Neither the General Partner nor any of its Affiliates (as defined in Section 17(c)) shall be liable, responsible, or accountable in damages or otherwise to the Partnership or any Partner for any loss, liability, damage, cost, or expense incurred by the Partnership or such Partner by reason of any act, omission, activity, or conduct by the General Partner or any of its Affiliates (either on behalf of the Partnership or in the furtherance of the interests of the Partnership) in good faith, in a manner reasonably believed by such person to be within the scope of the authority granted to such person by this Agreement or by law or by the consent of the Limited Partners, and in the best interests of the Partnership, provided that the General Partner's or such Affiliate's act, omission, activity, or conduct did not constitute negligence, misconduct, or breach of fiduciary duty. (b) INDEMNIFICATION BY PARTNERSHIP. The Partnership, out of its assets to the fullest extent permitted by applicable law, shall indemnify, defend, and hold harmless the General Partner and its Affiliates from and against any loss, liability, damage, cost, and expense (including attorneys' and accountants' fees and expenses incurred in defense of any demands, claims and lawsuits) actually and reasonably incurred by the General Partner or Affiliate arising from acts, omissions, activities, or conduct concerning the business or activities undertaken by or on behalf of the Partnership, including without limitation any demands, claims, or lawsuits initiated by a Limited Partner or assignee thereof, provided that a court of competent jurisdiction upon entry of final judgment shall find (or, if no final judgment shall be entered, independent legal counsel, who shall be other than counsel to the Partnership or the General Partner or Affiliate, shall in writing opine) that such loss, liability, damage, cost, or expense did not arise out of an act, omission, activity, or conduct of the General Partner or Affiliate which constituted misconduct, negligence, or breach of fiduciary duty and such act, omission, activity, or conduct was done in good faith, in the reasonable belief that it was within the scope of the authority granted to the General Partner or Affiliate by this Agreement or by law or by the consent of the Limited Partners, and was in the best interests of the Partnership. Notwithstanding the foregoing, no indemnification of the General Partner or its Affiliates by the Partnership shall be permitted for any loss, liability, damage, cost, or expense resulting from liabilities incurred for violation of federal or state securities laws. The General Partner and its Affiliates shall be indemnified for settlements and related expenses of lawsuits alleging securities law violations and for expenses incurred in successfully defending such lawsuits, provided that a court, after having been apprised as to the current position of the SEC and any other applicable state securities or Blue Sky regulatory authority regarding indemnification for violations of securities laws, either (i) approves the settlement and finds that indemnification of the settlement and related costs should be made, or (ii) approves indemnification of litigation costs if a successful defense is made. Notwithstanding the foregoing, in any action or proceeding brought by a Limited Partner in the right of the Partnership to which the General Partner or any of its Affiliates is a party defendant, any such person or entity shall be indemnified only to the extent and subject to the conditions specified in the Partnership Act. Expenses incurred in connection with the preparation and presentation of a defense to any claim, action, suit, or proceeding of the character described above shall be paid by the Partnership from time to time in advance prior to final disposition thereof upon receipt of an undertaking by or on behalf of the General Partner or Affiliate thereof, as applicable, that such amount shall be repaid by the General Partner or Affiliate to the Partnership if it shall be ultimately determined that the General Partner or Affiliate shall not be entitled to indemnification under this Section 17(b), provided that either (i) the General Partner or Affiliate provides appropriate security for such undertaking, (ii) the General Partner or Affiliate is insured against losses arising out of any such advance payments, or (iii) independent legal counsel, who shall be other than counsel to the Partnership or the General Partner or Affiliate, shall in writing opine that, based upon a review of readily available facts (as opposed to a full trial-type inquiry), there is reason to believe that the General Partner or Affiliate shall be found entitled to indemnification hereunder. Notwithstanding the foregoing, no such advances shall be made to the General Partner or its Affiliates when an action shall have been initiated by a Limited Partner. Nothing contained in this Section 17(b) shall increase the liability of any Limited Partner to the Partnership beyond the amount of his unredeemed capital contribution, undistributed profits if any, and any distributions and amounts received upon redemption of Units together with interest thereon, as provided in Section 8(f). All rights to indemnification and payment of attorneys' and accountants' fees and expenses shall not be affected by the termination of the Partnership or the withdrawal, insolvency, dissolution, liquidation, or termination of the General Partner. The Partnership shall not incur the cost of that portion of any liability insurance which insures the General Partner and its Affiliates for any liability as to which the General Partner and its Affiliates are prohibited from being indemnified hereunder; provided, however, that nothing contained herein shall preclude the Partnership from purchasing and paying for such types of insurance, including extended coverage liability and casualty and workers' compensation, as would be customary for any person owning comparable assets and engaged in similar business, or from naming the General Partner and its Affiliates as additional named insured parties thereunder, provided that such addition does not add to the amount of the premiums payable by the Partnership. Nothing contained herein shall constitute a waiver by any Limited Partner of any right which he may have against any party under federal or state securities laws. (c) AFFILIATE. As used in this Agreement, except as provided otherwise herein, the term "Affiliate" of the General Partner shall mean: (i) any natural person, partnership, corporation, company, association, or other legal entity directly or indirectly owning, controlling, or holding with power to vote 10% or more of the outstanding voting securities of the General Partner; (ii) any natural person, partnership, corporation, company, association, or other legal entity 10% or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held with power to vote by the General Partner; (iii) any natural person, partnership, corporation, company, association, or other legal entity directly or indirectly controlling, controlled by, or under common control with the General Partner; or (iv) any officer or director of the General Partner. Notwithstanding the foregoing, "Affiliate" for the purpose of this Section 17 shall include only those persons acting on behalf of the General Partner within the scope of the authority of the General Partner as provided in this Agreement. (d) INDEMNIFICATION BY PARTNERS. In the event that the Partnership shall be made a party to any claim, demand, dispute, or litigation or otherwise shall incur any loss, liability, damage, cost, or expense as a result of or in connection with any Partner's (or assignee's) obligations or liabilities unrelated to the Partnership's business, such Partner (or assignees cumulatively) shall indemnify, defend, hold harmless, and reimburse the Partnership for such loss, liability, damage, cost, and expense to which the Partnership shall become subject (including attorneys' and accountants' fees). 18. AMENDMENTS; MEETINGS; VOTING. (a) AMENDMENTS AND ACTIONS WITH CONSENT OF GENERAL PARTNER. If, at any time during the term of the Partnership, the General Partner shall deem it necessary or desirable to amend this Agreement, such amendment shall be effective only if such amendment shall be approved (in person or by proxy and embodied in an instrument signed personally or by an attorney-in-fact) by the General Partner and by Limited Partners owning more than 50% of the Units then owned by Limited Partners, and only if such amendment shall be made in accordance with and to the extent permissible under the Partnership Act. Approval by Limited Partners may be obtained by the General Partner after written notice to Limited Partners requiring them to respond in the negative within a specified time or be deemed to have provided their approval. Any amendment to this Agreement which shall have been approved by the percentage of outstanding Units prescribed above shall be deemed to have been approved by all Partners and all outstanding Units of Limited Partnership Interest and Units of General Partnership Interest. Notwithstanding the foregoing, the General Partner shall be authorized to amend this Agreement, without the consent of any Limited Partner, in order: (i) to change the name of the Partnership; (ii) to clarify any ambiguity; (iii) to supplement or clarify any inconsistent provisions; (iv) to effect the intent of the allocation provisions to the maximum extent possible in the event of a change in the Code or the interpretations thereof affecting such allocations; (v) to attempt to ensure that the Partnership is not taxed as an association taxable as a corporation for federal income tax purposes; (vi) to attempt to ensure that the Partnership is not classified as a "publicly traded partnership" for federal income tax purposes; (vii) to make any other amendment that is not adverse to the Limited Partners; or (viii) to make any amendment that the General Partner deems advisable or considers necessary to comply with any applicable law, rule, regulation, policy, guideline or interpretation, provided that such amendment is not adverse to the Limited Partners. Any amendment to this Agreement shall be adhered to and have the same force and effect from and after its effective date as if the same shall have been originally embodied in and formed a part of this Agreement. Notwithstanding the foregoing, without the consent of all Partners, no such amendment to this Agreement shall change or alter the provisions of this proviso, reduce the capital account of any Partner, or modify the percentage of profits, losses, or distributions to which any Partner is entitled. (b) LIST OF PARTNERS; MEETINGS. Any Limited Partner, upon written request addressed to the General Partner and at such Limited Partner's expense, shall be entitled to obtain from the General Partner a list of the names and addresses of record of all Limited Partners and the number of Units owned by each, provided that such request shall be made in order to allow such Limited Partner to communicate with other Limited Partners concerning the business of the Partnership. The General Partner in its discretion may require a Limited Partner requesting a list of Limited Partners to furnish to the General Partner an affidavit that the Limited Partner's request shall not be desired for a purpose which is in the interest of a business or object other than the business of the Partnership. Upon the General Partner's receipt of a written request that a meeting of the Partnership be called to vote upon any matter upon which the Limited Partners may vote pursuant to this Agreement (which request shall be signed by Limited Partners owning at least 10% of the Units then owned by Limited Partners), the General Partner, by written notice to each Limited Partner of record mailed within 15 days after receipt of such request, shall call a meeting of the Partnership. Such meeting shall be held at least 30, but not more than 60, days after the mailing of such notice, and such notice shall specify the date, a reasonable place and time, and the purpose of such meeting. (c) AMENDMENTS AND ACTIONS WITHOUT CONSENT OF GENERAL PARTNER. Upon the affirmative vote (in person or by proxy) of Limited Partners owning more than 50% of the Units then owned by Limited Partners (excluding any Units owned by the General Partner), the following actions may be taken by the Partnership: (i) this Agreement may be amended in accordance with and to the extent permissible under the Partnership Act, provided, however, that, without the consent of all Partners, no such amendment shall change or alter the provisions of this proviso, reduce the capital account of any Partner, or modify the percentage of profits, losses, or distributions to which any Partner shall be entitled; (ii) the Partnership may be dissolved; (iii) the General Partner may be removed and a new general partner or partners may be elected to replace the General Partner; (iv) a new general partner or partners may be elected prior to the withdrawal of the General Partner from the Partnership; (v) any contracts with the General Partner or any of its Affiliates may be terminated without penalty on 60 days' prior written notice; and (vi) the sale of all or substantially all of the assets of the Partnership may be approved; provided, however, that none of the foregoing actions shall be taken unless legal counsel approved by Limited Partners owning more than 50% of the Units then owned by Limited Partners shall render a written opinion to the effect that the action to be taken shall not adversely affect the status of the Limited Partners as limited partners under the Partnership Act or the classification of the Partnership as a "partnership" under the federal income tax laws and is permitted under the Partnership Act (or, in lieu of such an opinion, a court of competent jurisdiction shall render a final order to such effects). The term "final order" shall mean an order that is not subject to any further court proceedings for appeal, review, or modification. Any action which shall have been approved by the percentage of outstanding Units prescribed above shall be deemed to have been approved by all Partners and all outstanding Units of Limited Partnership Interests and Units of General Partnership Interest. Any amendment to this Agreement shall be adhered to and have the same force and effect from and after its effective date as if the same shall have been originally embodied in and formed a part of this Agreement. (d) ACTIONS WITHOUT MEETING. Notwithstanding contrary provisions of this Section 18 covering notices to, meetings of, and voting by Limited Partners, any action required or permitted to be taken by Limited Partners at a meeting or otherwise may be taken by Limited Partners without a meeting, without prior notice, and without a vote if a consent in writing setting forth the action so taken shall be signed by Limited Partners owning Units having not fewer than the minimum number of votes that would be necessary to authorize or take such action at a meeting of Limited Partners at which all outstanding Units shall have been present and voted. Notice of the taking of action by Limited Partners without a meeting by less than unanimous written consent of Limited Partners shall be given to those Limited Partners who shall not have consented in writing without seven business days after the occurrence thereof. (e) AMENDMENTS TO CERTIFICATE OF LIMITED PARTNERSHIP. If an amendment to this Agreement shall be made pursuant to this Section 18, the General Partner shall be authorized to execute, file, record, and publish, on behalf of the Partnership and each Partner, such amendments to the Certificate of Limited Partnership as shall be necessary or desirable to reflect such amendment. 19. GOVERNING LAW. The validity, construction, and enforcement of this Agreement shall be governed by and in accordance with the substantive law of the State of Delaware (excluding the law thereof which requires the application of or reference to the law of any other jurisdiction). 20. MISCELLANEOUS. (a) PRIORITY AMONG LIMITED PARTNERS. Except as provided otherwise in this Agreement, no Limited Partner shall be entitled to any priority or preference over any other Limited Partner in regard to the affairs of the Partnership. (b) NOTICES. All notices under this Agreement (other than Requests for Redemption of Units, notices of assignment, transfer, pledge, or encumbrance of Units, and reports and notices by the General Partner to the Limited Partners) shall be in writing and shall be effective upon personal delivery or (if sent by mail, postage prepaid, addressed to the last known address of the party to whom such notice is to be given) upon the deposit of such notice in the United States mail. Requests for Redemption of Units and notices of assignment, transfer, pledge, or encumbrance of Units shall be effective upon timely receipt by the General Partner at its principal office. Reports and notices by the General Partner to the Limited Partners shall be in writing and shall be sent by first- class United States mail to the last known address of each Limited Partner. (c) BINDING EFFECT. This Agreement shall inure to the benefit of, and be binding upon, all of the Partners, their successors, assigns as permitted herein, custodians, estates, heirs, and legal representatives. For purposes of determining the rights of any Partner or assignee hereunder, the General Partner may rely upon the Partnership's books and records as to whom are Partners and assignees, and all Partners and assignees agree that their rights shall be determined and they shall be bound thereby, including but not limited to all rights which they may have under Section 18. (d) CAPTIONS. Captions in no way define, limit, extend, or describe the scope of this Agreement nor the effect of any of its provisions. IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first written above. General Partner: SECOND MANAGEMENT LLC By: /s/ Mark F. Dalton ---------------------------- Mark F. Dalton President and Chief Operating Officer Existing Limited Partners: By: SECOND MANAGEMENT LLC General Partner, as Authorized Agent and Attorney-in-Fact By: /s/ Mark F. Dalton ---------------------------- Mark F. Dalton President and Chief Operating Officer Additional Limited Partners: By: SECOND MANAGEMENT LLC General Partner, as Authorized Agent and Attorney-in-Fact By: ---------------------------- Mark F. Dalton President and Chief Operating Officer ANNEX A TUDOR FUND FOR EMPLOYEES L.P. REQUEST FOR REDEMPTION __________________, 19__ (Today's date) Submitted for Redemption Effective the Calendar Quarter Ending_________, 19__ TUDOR FUND FOR EMPLOYEES L.P. c/o Second Management LLC, General Partner One Liberty Plaza, 51st Floor New York, New York 10006 Ladies and Gentlemen: I hereby request Redemption (as defined in and subject to the terms and conditions of the First Amended and Restated Limited Partnership Agreement of Tudor Fund For Employees L.P. (the "Partnership")) of (i) if a partial redemption, the equivalent number of Units of Limited Partnership Interest in the Partnership representing $_____________ [insert dollar amount in $1,000 increments], or (2) if a full redemption, _____________ Units [insert number of Units held] of Limited Partnership Interest in the Partnership, less any amounts specified below and in Section ll(b) of the First Amended and Restated Limited Partnership Agreement of the Partnership. Redemption will be effective as of the close of business (as determined by the General Partner in its sole discretion) on the last day of the calendar quarter ending after this Request for Redemption has been received by the General Partner, provided that this request for Redemption is received by the General Partner at its principal office at least five business days prior to the date on which this Redemption is to be effective. I understand that: (i) I may redeem Units only in $1,000 increments, except that other amounts of Units may be redeemed if I am redeeming my entire interest in the Partnership; and (ii) I may not make a partial Redemption of Units which would reduce the Net Asset Value of the Units retained by me (after giving effect to this Redemption) to less than $1,000, and any request for partial redemption will be honored only to the extent it complies with such limitation. I (either in my individual capacity or as an authorized representative of an entity if applicable) hereby represent and warrant that I am the true, lawful, and beneficial owner of the Units (or fractions thereof) to which this Request for Redemption relates, with full power and authority to request Redemption of such Units. Such Units are not subject to any pledge or otherwise encumbered in any fashion. Please remit Redemption proceeds as follows (Check one): ____ By check payable to the Limited Partner mailed to the following address: ________________________________________________________________________ ________________________________________________________________________ OR ____ By wire transfer* to the Limited Partner's bank account as follows: * It is the General Partner's policy to transfer Redemption proceeds by wire only for amounts of $3,000 or more. Bank Name: City and State: ABA Number: For the Account of: Account Number: Early payment based on the estimated quarter-end Net Asset Value per Unit (check one): ____ Is required by the Limited Partner ____ Is not required by the Limited Partner ____ SIGNATURE MUST BE IDENTICAL TO NAME IN WHICH UNITS OF LIMITED PARTNERSHIP INTEREST ARE REGISTERED Name of Partner: ________________________________ Account Number: ________________________________ For execution by an individual partner For execution by an entity X X _________________________________________ ________________________________ Signature of Limited Partner Signature of authorized officer, partner, trustee, or custodian THIS REQUEST FOR REDEMPTION MUST BE EXECUTED BEFORE A NOTARY PUBLIC AND RECEIVED BY THE GENERAL PARTNER AT ITS PRINCIPAL OFFICE AT LEAST FIVE FULL BUSINESS DAYS PRIOR TO THE DATE ON WHICH REDEMPTION IS TO BE EFFECTIVE. THIS DOCUMENT MUST BE ACKNOWLEDGED BEFORE A NOTARY PUBLIC FOR USE BY INDIVIDUAL STATE OF ) :ss.: COUNTY OF ) On the _____ day of__________, 19__, before me personally appeared _________________________________________, to me known, who, being by me duly sworn, did depose and say that he/she resides at _______________________________________________________________________________ [Full residence address]; that he/she is the person described in and who executed the foregoing instrument; and he/she duly acknowledged to me that he/she executed the same. _______________________________________ Notary Public My commission expires on_______________ FOR USE BY TRUSTEE STATE OF ) :ss.: COUNTY OF ) On the ________ day of ______________, 19__, before me personally appeared _______________________________________, to me known, who, being by me duly sworn, did depose and say that he/she resides at ______________________________________________________________________________ [Full residence address]; that he/she is the person described in and who executed the foregoing instrument, and he/she duly acknowledged to me that he/she executed the same as trustee on behalf of _____________________________ ____________________________________________________ [Name of individual or entity]. _______________________________________ Notary Public My commission expires on_______________ EXHIBIT B TUDOR FUND FOR EMPLOYEES L.P. SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY (FOR USE ONLY BY INDIVIDUALS) These securities may only be purchased and held by persons who are employees of Second Management LLC (the "General Partner"), any of its present or future affiliated entities, or their successors or assigns, or by the Tudor Investment Corporation 401(k) Savings and Profit-Sharing Plan (the "TIC 401(k) Plan"). INSTRUCTIONS - PLEASE READ CAREFULLY 1. Carefully read this document to make sure that you understand it thoroughly and that it is the appropriate Subscription Agreement for you to use. 2. Using a typewriter or printing in ink, fill in the blanks as directed under the captions "Subscriber" and "Subscription", and include the appropriate signature and date under the caption "Signature". 3. Reread this document to make sure that you understand it and that all necessary blanks are filled in, and return it to Cargill Investor Services, Inc. (the "Selling Agent"), at One World Financial Center, Tower A, 200 Liberty Street, 22nd Floor, New York, New York 10281, Attention: John D. Carlin, Senior Vice President. ________________________________________________________________________________ SUBSCRIBER (MUST BE COMPLETED IN FULL) (a) Full Name (Do Not Use Initials): _______________________________________________________ First Middle Last (b) Social Security Number: _______________________________ (c) Residence Address (P.O. Box Alone Not Acceptable): ______________________________________________________________________ Street ______________________________________________________________________ City State Zip Code (d) Home Telephone Number (____)___________________________ (e) Have you previously subscribed for Units? Yes___ No___ ________________________________________________________________________________ SUBSCRIPTION (MUST BE COMPLETED IN FULL) Pursuant to the accompanying Prospectus dated June __, 1998 (the "Prospectus"), subscriptions are solicited for Units of Limited Partnership Interest ("Units") in Tudor Fund For Employees L.P. (the "Partnership"), including fractions of Units (to the fourth decimal place), on a continuing basis (the "Continuing Offering") for sale at periodic closings held as of January 1, April 1, July 1, and October 1 of each year or at such other times as the General Partner determines in its sole discretion ("Periodic Closings"), at an offering price per Unit equal to 100% of the Net Asset Value (as defined in the Prospectus) of a Unit as of the opening of business on the date of the Periodic Closing at which such Unit is sold. The minimum subscription is $1,000, and whole Units and fractions of Units (to the fourth decimal place) may be subscribed for. A subscriber may subscribe for amounts in excess of the foregoing minimum in increments of $1,000. All subscriptions for Units are irrevocable. The General Partner in its sole discretion may reject any subscription in whole or in part at any time prior to acceptance. In order to subscribe for Units, a subscriber must deliver to the Selling Agent: (1) a fully completed, dated, and signed Subscription Agreement and Power of Attorney; and (2) either (a) a check payable to "UNITED STATES TRUST COMPANY OF NEW YORK, AS ESCROW AGENT FOR TUDOR FUND FOR EMPLOYEES L.P.", or (b) a wire transfer of Federal Funds to "CHASE MANHATTAN BANK, NEW YORK, NEW YORK, ABA NO. 021000021, FOR CREDIT TO UNITED STATES TRUST COMPANY OF NEW YORK, ACCOUNT NO. 920-1-073195, TUDOR FUND FOR EMPLOYEES L.P., ACCOUNT NO. 098-791-00 REFERENCE: [SUBSCRIBER'S NAME], ATTN: CYNTHIA CHANEY", in either case representing the full purchase price for such subscription. The Escrow Agent requires 2 full business days to clear checks drawn on New York City banks, 5 full business days to clear checks drawn on all other banks, and 1 full business day to clear wire transfers of funds. The undersigned subscriber hereby irrevocably subscribes for $_______________ of Units for the Periodic Closing to be held as of the first day of _____________, 199__ (insert date). ________________________________________________________________________________ REPRESENTATIONS AND WARRANTIES The undersigned subscriber hereby represents and warrants to, and agrees with, the General Partner and the Partnership as follows. (1) The address as set forth above under the caption "Subscriber" is the subscriber's true, correct, and complete residence address, and the subscriber has no present intention of becoming a resident of any other state or country. The information provided above under that caption is true, correct, and complete as of the date of this Subscription Agreement, and if there should be any change in such information prior to the acceptance of the subscriber's subscription for Units at a Periodic Closing, the subscriber will immediately furnish such revised or corrected information to the General Partner. (2) The subscriber is over 21 years old, is legally competent, and is permitted by applicable law to execute and deliver this Subscription Agreement and to purchase Units. (3) As of the date of this Subscription Agreement, the amount of the subscriber's subscription for Units, made directly by the subscriber in his/her individual capacity and/or indirectly by the subscriber through the TIC 401(k) Plan, when added to the amount of all other subscriptions made by the subscriber (directly or indirectly) for Units, is and will be 25% or less of the subscriber's net worth or, if married, the subscriber's joint net worth with spouse (exclusive of home, furnishings, and automobiles). (4) The subscriber understands that, during the Continuing Offering, the number of whole Units and fractions of Units which will be issued to a subscriber will be determined by dividing the subscription amount tendered by the subscriber by the Net Asset Value of a Unit as of the date of the applicable Periodic Closing at which the subscription is accepted. The subscriber understands that the Net Asset Value of a Unit may increase or decrease substantially between the date of a subscription and the date of the Periodic Closing at which the subscription is accepted; consequently, the subscriber may receive at a Periodic Closing more or fewer Units and/or fractions of Units than would be received if the Periodic Closing were held on the date of the subscription. (5) The subscriber can afford to bear the risks of an investment in the Partnership, including the risk of losing the entire investment. (6) The subscriber's subscription is made with the subscriber's own funds for the subscriber's own account, and not as trustee, custodian, nominee, or agent for, or partner with, any other person. (7) The subscriber understands that there exist significant actual and potential conflicts of interest in the structure and operation of the Partnership, all as described in the Prospectus. (8) The subscriber understands that Tudor Investment Corporation ("TIC"), an affiliate of the General Partner, serves as the trading advisor for the Partnership and, except as described otherwise in the Prospectus, receives management and incentive fees for such services, and that Bellwether Partners LLC, an affiliate of the General Partner and TIC, serves as counterparty to and agent for the Partnership in the trading of spot and forward contracts and over-the-counter options, all as described in the Prospectus. (9) The subscriber understands that neither the Partnership nor any investor will pay any selling commissions to the Selling Agent in connection with subscriptions for Units. However, the General Partner (out of its own funds) will reimburse the Selling Agent for certain of its out-of-pocket administrative expenses and may otherwise compensate the Selling Agent for its selling efforts, to the extent permitted by applicable law. (10) The subscriber understands that the performance and financial information included in the Prospectus and in any supplement to the Prospectus referred to below under the caption "Receipt of Documentation" should be read only in conjunction with the notes and accompanying text, and that such information should not be interpreted to mean that the Partnership, the General Partner, or TIC will have similar results in the future or will realize any profits whatsoever. (11) The subscriber understands that Units cannot be redeemed or transferred, assigned, pledged, or encumbered except as set forth in the Second Amended and Restated Limited Partnership Agreement of the Partnership as amended to date, annexed as EXHIBIT A to the Prospectus (the "Limited Partnership Agreement"). (12) The subscriber is currently an employee of the General Partner or of an entity affiliated with the General Partner. Upon the termination of the subscriber's employment for any reason whatsoever (including voluntary termination) with the General Partner, or any of its affiliated entities, or their successors or assigns, the subscriber's Units purchased hereby will be subject to mandatory redemption upon 5 business days' written notice from the General Partner, all as described in the Prospectus and the Limited Partnership Agreement. BY MAKING THE REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN, SUBSCRIBERS SHOULD BE AWARE THAT THEY HAVE NOT WAIVED ANY RIGHTS OF ACTION WHICH THEY MAY HAVE UNDER APPLICABLE FEDERAL SECURITIES LAW. FEDERAL SECURITIES LAW PROVIDES THAT ANY SUCH WAIVER WOULD BE UNENFORCEABLE. SUBSCRIBERS SHOULD BE AWARE, HOWEVER, THAT THE REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN MAY BE ASSERTED IN THE DEFENSE OF THE PARTNERSHIP OR OTHERS IN ANY SUBSEQUENT LITIGATION OR OTHER PROCEEDING. ________________________________________________________________________________ ACCEPTANCE OF LIMITED PARTNERSHIP AGREEMENT The undersigned subscriber hereby agrees that, as of the date that the subscriber is admitted to the Partnership as a Limited Partner, the subscriber will be bound by the terms of the Limited Partnership Agreement, as amended to date and from time to time hereafter in accordance with the terms thereof, as if the subscriber's signature was actually subscribed thereto. ________________________________________________________________________________ POWER OF ATTORNEY The undersigned subscriber irrevocably constitutes and appoints the General Partner and any successor general partner, with the power of substitution, as the subscriber's true and lawful agent and attorney-in-fact, in the subscriber's name, place, and stead, to do all things necessary: (1) to admit the subscriber as a limited partner of the Partnership and to admit others as additional or substituted limited partners to the Partnership so long as such admission is in accordance with the terms of the Limited Partnership Agreement or any amendment thereto; (2) to file, prosecute, defend, settle, or compromise any and all actions at law or in equity for or on behalf of the Partnership in connection with any claim, demand, or liability asserted or threatened by or against the Partnership; and (3) to execute, acknowledge, swear to, deliver, file, record, and publish on the subscriber's behalf (a) the Limited Partnership Agreement, the Certificate of Limited Partnership of the Partnership, as amended to date and from time to time hereafter (the "Certificate of Limited Partnership"), (b) instruments which the General Partner shall deem necessary or appropriate to reflect any amendment, change, or modification of the Limited Partnership Agreement or the Certificate of Limited Partnership made in accordance with the terms of the Limited Partnership Agreement, (c) certificates of assumed name, and (d) instruments which the General Partner shall deem necessary or appropriate to qualify or maintain the qualifications of the Partnership to conduct business as a foreign limited partnership in other jurisdictions. This Power of Attorney shall be irrevocable and deemed to be a power coupled with an interest, and shall survive the incapacity, insolvency, disability, legal incompetency, death, dissolution, liquidation, or termination of the subscriber. The subscriber shall be bound by any representation made by the General Partner and by any successor thereto acting in good faith pursuant to this Power of Attorney. The subscriber hereby waives any and all defenses which may be available to contest, negate, or disaffirm the action of the General Partner and any successor thereto taken in good faith under this Power of Attorney. The General Partner may exercise this Power of Attorney by listing all of the Limited Partners executing any agreement, certificate, instrument, or document with the single signature of the General Partner as attorney-in-fact for all such Limited Partners. ________________________________________________________________________________ RECEIPT OF DOCUMENTATION The regulations of the Commodity Futures Trading Commission require that the undersigned subscriber be given a copy of the Partnership's Prospectus as well as certain additional documentation if available. Such additional documentation includes: (1) a supplement to the Prospectus, which may be given to the subscriber at any time that additional information is being provided to subscribers, and which must be given to the subscriber if the Prospectus or any supplement thereto is dated more than six months prior to the date that the subscriber first receives the Prospectus or supplement; (2) the most current monthly account statement for the Partnership, which must be distributed within 30 calendar days after the end of each calendar month; and (3) the most current annual report for the Partnership, which must be distributed within 90 calendar days after the end of the Partnership's fiscal year (December 31st). The subscriber hereby acknowledges receipt of the Partnership's Prospectus and the additional documentation referred to above, if any. ________________________________________________________________________________ SIGNATURE X - ----------------------------------------- ________________________________ (Signature of Subscriber) Date ________________________________________________________________________________ NON-UNITED STATES INVESTORS ONLY Under penalties of perjury, by signature above the subscriber hereby certifies that the subscriber is not a citizen or resident of the United States. --- ________________________________________________________________________________ Account Executive Use Only (Must Be Completed In Full And, Except For Signature, Must Be Typed Or Printed In Ink By Account Executive) The undersigned AE hereby certifies that: (1) the AE has informed the person named above under the caption "Subscriber" of all pertinent facts relating to the liquidity and marketability of the Units as set forth in the Prospectus; and (2) the AE has reasonable grounds to believe (on the basis of information obtained from the person named above under the caption "Subscriber" concerning such person's investment objectives, other investments, financial situation and needs, and any other information known by the AE) that (a) such person is or will be in a financial position appropriate to enable such person to realize to a significant extent the benefits described in the Prospectus, (b) such person has a fair market net worth sufficient to sustain the risks inherent in the Partnership (including loss of investment and lack of liquidity), and (c) the Partnership is otherwise a suitable investment for such person. (a) AE's Signature: ________________________________________ (b) Full Name of AE: _______________________________________ (c) Full Name of AE's Firm: Cargill Investor Services, Inc. (d) Account Code of Subscriber: ____________________________ THE AE MUST ENSURE THAT THE DOCUMENTATION REFERRED TO ABOVE UNDER THE CAPTION "RECEIPT OR DOCUMENTATION" HAS BEEN FURNISHED TO THE PERSON NAMED ABOVE UNDER THE CAPTION "SUBSCRIBER". THE AE ALSO MUST ENSURE THAT ALL INFORMATION REQUIRED TO BE PROVIDED UNDER THIS CAPTION AND UNDER THE CAPTIONS "SUBSCRIBER", "SUBSCRIPTION", AND "SIGNATURE" HAS BEEN COMPLETED IN FULL AND IS LEGIBLE. AN INCOMPLETE OR ILLEGIBLE SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY WILL BE REJECTED AND THE SUBSCRIBER WILL NOT BE ALLOWED TO BECOME A LIMITED PARTNER. THIS DOCUMENT MUST BE ACKNOWLEDGED BEFORE A NOTARY PUBLIC FOR USE ONLY BY INDIVIDUALS STATE OF ) ) ss.: COUNTY OF ) On this _____ day of _______________, 19__, before me personally appeared __________________________________, to me known, who, being by me duly sworn, did depose and say that he/she resides at _______________________________________________________ [include full residence address]; that he/she is the person described in and who executed the foregoing instrument; and he/she duly acknowledged to me that he/she executed the same. _______________________________________ Notary Public My commission expires on ______________ EXHIBIT C TUDOR FUND FOR EMPLOYEES L.P. SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY (FOR USE ONLY BY THE TUDOR INVESTMENT CORPORATION 401(K) SAVINGS AND PROFIT-SHARING PLAN) This Subscription Agreement and Power of Attorney shall only be used by, and must be executed by, one of the trustees (each a "Trustee") of the Tudor Investment Corporation 401(k) Savings and Profit-Sharing Plan (the "TIC 401(k) Plan"). In addition, each plan participant of the TIC 401(k) Plan on whose behalf this Subscription Agreement and Power of Attorney is being submitted (each a "Plan Participant") must execute the form of Representations and Agreements by Plan Participants annexed to the Prospectus as Exhibit D. All other subscribers must use the form of Subscription Agreement and Power of Attorney for individuals annexed to the Prospectus as Exhibit B. INSTRUCTIONS - PLEASE READ CAREFULLY 1. Carefully read this document to make sure that you understand it thoroughly and that it is the appropriate Subscription Agreement for you to use. 2. Using a typewriter or printing in ink, fill in the blanks as directed under the caption "Subscription", and include the appropriate signature and date under the caption "Signature". 3. Reread this document to make sure that you understand it and that all necessary blanks are filled in, and return it to Cargill Investor Services, Inc. (the "Selling Agent"), at One World Financial Center, Tower A, 200 Liberty Street, 22nd Floor, New York, New York 10281, Attention: John D. Carlin, Senior Vice President. "Subscriber" means the trust under the TIC 401(k) Plan acting through one or more of its Trustees. ________________________________________________________________________________ SUBSCRIBER (MUST BE COMPLETED IN FULL) 1. (a) Full Name of Trust: Tudor Investment Corporation 401(k) ----------------------------------- Savings and Profit-Sharing Plan. ------------------------------------------------------- (b) Taxpayer I.D. Number: 13-3841088 ---------------------------------- 2. (a) Full Names of Trustees: Filomena Di Sisto and ------------------------------ Mark Pickard. ------------------------------------------------------- (b) Principal Business Address (P.O. Box Alone Not Acceptable): 600 Steamboat Road ------------------------------------------------------- Street Greenwich Connecticut 06830 ------------------------------------------------------- City State Zip Code ________________________________________________________________________________ SUBSCRIPTION (MUST BE COMPLETED IN FULL) Pursuant to the accompanying Prospectus dated June __, 1998 (the "Prospectus"), subscriptions are solicited for Units of Limited Partnership Interest ("Units") in Tudor Fund For Employees L.P. (the "Partnership"), including fractions of Units (to the fourth decimal place), on a continuing basis (the "Continuing Offering") for sale at periodic closings held as of January 1, April 1, July 1, and October 1 of each year or at such other times as Second Management LLC (the "General Partner") determines in its sole discretion (the "Periodic Closings"), at an offering price per Unit equal to 100% of the Net Asset Value (as defined in the Prospectus) of a Unit as of the opening of business on the date of the Periodic Closing at which such Unit is sold. The minimum subscription is $1,000, and whole Units and fractions of Units (to the fourth decimal place) may be subscribed for. A subscriber may subscribe for amounts in excess of the foregoing minimum in increments of $1,000. All subscriptions for Units are irrevocable. The General Partner in its sole discretion may reject any subscription in whole or in part at any time prior to acceptance. In order to subscribe for Units, a subscriber must deliver to the Selling Agent: (1) a fully completed, dated, and signed Subscription Agreement and Power of Attorney; and (2) either (a) a check payable to "UNITED STATES TRUST COMPANY OF NEW YORK, AS ESCROW AGENT FOR TUDOR FUND FOR EMPLOYEES L.P.", or (b) a wire transfer of Federal Funds to "CHASE MANHATTAN BANK, NEW YORK, NEW YORK, ABA NO. 021000021, FOR CREDIT TO UNITED STATES TRUST COMPANY OF NEW YORK, ACCOUNT NO. 920-1-073195, TUDOR FUND FOR EMPLOYEES L.P., ACCOUNT NO. 098-791-00, REFERENCE: TUDOR INVESTMENT CORPORATION 401(K) SAVINGS AND PROFIT-SHARING PLAN, ATTN: CYNTHIA CHANEY", in either case representing the full purchase price for such subscription. The Escrow Agent requires 2 full business days to clear checks drawn on New York City banks, 5 full business days to clear checks drawn on all other banks, and 1 full business day to clear wire transfers of funds. Acceptance of a subscription by the TIC 401(k) Plan is in no respect a representation by the Partnership or the General Partner that this investment meets all relevant legal requirements with respect to investments by the TIC 401(k) Plan, or that this investment is appropriate for the TIC 401(k) Plan or any Plan Participant. The undersigned subscriber hereby irrevocably subscribes for $_______________ of Units for the Periodic Closing to be held as of the first day of _____________, 199__ (insert date). ________________________________________________________________________________ REPRESENTATIONS AND WARRANTIES The undersigned Trustee on behalf of the TIC 401(k) Plan hereby represents and warrants to, and agrees with, the General Partner and the Partnership as follows. (1) The undersigned Trustee understands that, during the Continuing Offering, the number of whole Units and fractions of Units which will be issued to the TIC 401(k) Plan will be determined by dividing the subscription amount tendered by the subscriber by the Net Asset Value of a Unit as of the date of the applicable Periodic Closing at which the subscription is accepted. The undersigned Trustee understands that the Net Asset Value of a Unit may increase or decrease substantially between the date of a subscription and the date of the Periodic Closing at which the subscription is accepted; consequently, the TIC 401(k) Plan may receive at a Periodic Closing more or fewer Units and/or fractions of Units than would be received if the Periodic Closing were held on the date of the subscription. (2) The undersigned Trustee understands that there exist significant actual and potential conflicts of interest in the structure and operation of the Partnership, all as described in the Prospectus. (3) The undersigned Trustee understands that Tudor Investment Corporation ("TIC"), an affiliate of the General Partner, acts as the trading advisor for the Partnership and, except as described otherwise in the Prospectus, receives management and incentive fees for such services, and that Bellwether Partners LLC, an affiliate of the General Partner and TIC, acts as a counterparty to and agent for the Partnership in the trading of spot and forward contracts and over-the- counter options, all as described in the Prospectus. (4) The undersigned Trustee understands that neither the Partnership nor any investor will pay any selling commissions to the Selling Agent in connection with subscriptions for Units. However, the General Partner (out of its own funds) will reimburse the Selling Agent for certain of its out- of-pocket administrative expenses and may otherwise compensate the Selling Agent for its selling efforts, to the extent permitted by applicable law. (5) The undersigned Trustee understands that the performance and financial information included in the Prospectus and in any supplement to the Prospectus referred to below under the caption "Receipt of Documentation" should be read only in conjunction with the notes and accompanying text, and that such information should not be interpreted to mean that the Partnership, the General Partner, or TIC will have similar results in the future or will realize any profits whatsoever. (6) The undersigned Trustee understands that Units cannot be redeemed or transferred, assigned, pledged, or encumbered except as set forth in the Second Amended and Restated Limited Partnership Agreement of the Partnership as amended to date, annexed as EXHIBIT A to the Prospectus (the "Limited Partnership Agreement"). BY MAKING THE REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN, THE UNDERSIGNED TRUSTEE SHOULD BE AWARE THAT NEITHER HE/SHE NOR THE TIC 401(K) PLAN HAS WAIVED ANY RIGHTS OF ACTION WHICH EITHER MAY HAVE UNDER APPLICABLE FEDERAL SECURITIES LAW. FEDERAL SECURITIES LAW PROVIDES THAT ANY SUCH WAIVER WOULD BE UNENFORCEABLE. THE UNDERSIGNED TRUSTEE SHOULD BE AWARE, HOWEVER, THAT THE REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN MAY BE ASSERTED IN THE DEFENSE OF THE PARTNERSHIP OR OTHERS IN ANY SUBSEQUENT LITIGATION OR OTHER PROCEEDING. ________________________________________________________________________________ ACCEPTANCE OF LIMITED PARTNERSHIP AGREEMENT The undersigned Trustee hereby agrees that, as of the date that the trust account is admitted to the Partnership as a Limited Partner, the Trustees and the TIC 401(k) Plan will be bound by the terms of the Limited Partnership Agreement, as amended to date and from time to time hereafter in accordance with the terms thereof, as if a Trustee's signature was actually subscribed thereto. ________________________________________________________________________________ POWER OF ATTORNEY The undersigned Trustee irrevocably constitutes and appoints the General Partner and any successor general partner, with the power of substitution, as its true and lawful agent and attorney-in-fact, in each of the undersigned's name, place, and stead, to do all things necessary: (1) to admit the TIC 401(k) Plan as a limited partner of the Partnership and to admit others as additional or substituted limited partners to the Partnership so long as such admission is in accordance with the terms of the Limited Partnership Agreement or any amendment thereto; (2) to file, prosecute, defend, settle, or compromise any and all actions at law or in equity for or on behalf of the Partnership in connection with any claim, demand, or liability asserted or threatened by or against the Partnership; and (3) and to execute, acknowledge, swear to, deliver, file, record, and publish on the subscriber's behalf (a) the Limited Partnership Agreement, the Certificate of Limited Partnership of the Partnership, as amended to date and from time to time hereafter (the "Certificate of Limited Partnership"), (b) instruments which the General Partner shall deem necessary or appropriate to reflect any amendment, change, or modification of the Limited Partnership Agreement or the Certificate of Limited Partnership made in accordance with the terms of the Limited Partnership Agreement, (c) certificates of assumed name, and (d) instruments which the General Partner shall deem necessary or appropriate to qualify or maintain the qualification of the Partnership to conduct business as a foreign limited partnership in other jurisdictions. This Power of Attorney shall be irrevocable and deemed to be a power coupled with an interest, and shall survive the incapacity, disability, legal incompetency, or death of a Trustee or the insolvency, dissolution, liquidation, or termination of the TIC 401(k) Plan. The Trustees and the TIC 401(k) Plan shall be bound by any representation made by the General Partner and by any successor thereto acting in good faith pursuant to this Power of Attorney. The Trustees and the TIC 401(k) Plan hereby waive any and all defenses which may be available to contest, negate, or disaffirm the action of the General Partner and any successor thereto taken in good faith under this Power of Attorney. The General Partner may exercise this Power of Attorney by listing all of the Limited Partners executing any agreement, certificate, instrument, or document with the single signature of the General Partner as attorney-in-fact for all such Limited Partners. ________________________________________________________________________________ RECEIPT OF DOCUMENTATION The regulations of the Commodity Futures Trading Commission require that the undersigned be given a copy of the Partnership's Prospectus as well as certain additional documentation if available. Such additional documentation includes: (1) a supplement to the Prospectus, which may be given to the undersigned at any time that additional information is being provided to subscribers, and which must be given to the undersigned if the Prospectus or any supplement thereto is dated more than six months prior to the date that the undersigned first receives the Prospectus or supplement; (2) the most current monthly account statement for the Partnership, which must be distributed within 30 calendar days after the end of each calendar month; and (3) the most current annual report for the Partnership, which must be distributed within 90 calendar days after the end of the Partnership's fiscal year (December 31st). The undersigned Trustee hereby acknowledges receipt of the Partnership's Prospectus and the additional documentation referred to above, if any. ________________________________________________________________________________ SIGNATURE The undersigned Trustee hereby certifies and warrants the he/she has full power and authority from and on behalf of the TIC 401(k) Plan to complete, execute, and deliver this Subscription Agreement and Power of Attorney on its behalf, and to make the statements, representations, and warranties made herein, and that an investment in the Partnership is not prohibited by law or by the governing documents of the TIC 401(k) Plan, and is legally permissible. Tudor Investment Corporation 401(k) Savings and Profit-Sharing Plan - ------------------------------------------------------------------- (Type or Print Name of Trust Account) By: ____________________________________________________________ (Type or Print Name of Trustee) ______________________________ ___________________________ (Signature of Trustee) Date ACCOUNT EXECUTIVE USE ONLY (MUST BE COMPLETED IN FULL AND, EXCEPT FOR SIGNATURE, MUST BE TYPED OR PRINTED IN INK BY ACCOUNT EXECUTIVE) The undersigned AE hereby certifies that: (1) the AE has informed the person named above under the caption "Subscriber" of all pertinent facts relating to the liquidity and marketability of the Units as set forth in the Prospectus; and (2) the AE has reasonable grounds to believe (on the basis of information obtained from the person named above under the caption "Subscriber" concerning such person's investment objectives, other investments, financial situation and needs, and any other information known by the AE) that (a) such person is or will be in a financial position appropriate to enable such person to realize to a significant extent the benefits described in the Prospectus, (b) such person has a fair market net worth sufficient to sustain the risks inherent in the Partnership (including loss of investment and lack of liquidity), and (c) the Partnership is otherwise a suitable investment for such person. (a) AE's Signature: _______________________________________ (b) Full Name of AE: ______________________________________ (c) Full Name of AE's Firm: Cargill Investor Services, Inc. (d) Account Code of Subscriber: ___________________________ THE AE MUST ENSURE THAT THE DOCUMENTATION REFERRED TO ABOVE UNDER THE CAPTION "RECEIPT OR DOCUMENTATION" HAS BEEN FURNISHED TO THE PERSON NAMED ABOVE UNDER THE CAPTION "SUBSCRIBER". THE AE ALSO MUST ENSURE THAT ALL INFORMATION REQUIRED TO BE PROVIDED UNDER THIS CAPTION AND UNDER THE CAPTIONS "SUBSCRIBER", "SUBSCRIPTION", AND "SIGNATURE" HAS BEEN COMPLETED IN FULL AND IS LEGIBLE. AN INCOMPLETE OR ILLEGIBLE SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY WILL BE REJECTED AND THE SUBSCRIBER WILL NOT BE ALLOWED TO BECOME A LIMITED PARTNER. THIS DOCUMENT MUST BE ACKNOWLEDGED BEFORE A NOTARY PUBLIC FOR USE BY TRUSTEES STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On this _____ day of _______________, 19__, before me personally appeared __________________________________, to me known, who, being by me duly sworn, did depose and say that he/she resides at _______________________________________________________ [include full residence address]; that he/she is the Trustee described in and who executed the foregoing instrument for and on behalf of the Tudor Investment Corporation 401(k) Savings and Profit-Sharing Plan; he/she duly acknowledged to me that he/she executed the same; and he/she executed the same by order of and pursuant to authority in the trust instrument of such trust account. _______________________________________ Notary Public My commission expires ________________ EXHIBIT D REPRESENTATIONS AND AGREEMENTS BY PLAN PARTICIPANTS In connection with the election by the undersigned plan participant ("Plan Participant") of the Tudor Investment Corporation 401(k) Savings and Profit- Sharing Plan (the "TIC 401(k) Plan") to make an investment of contributions by the TIC 401(k) Plan on behalf of the Plan Participant in Tudor Fund For Employees L.P. (the "Partnership"), the Plan Participant hereby represents and warrants to, and agrees with, the trustees of the TIC 401(k) Plan (the "Trustees"), the Partnership, and Second Management LLC (the "General Partner") as follows. (1) As of the date hereof and at all times during the calendar year to which the current Plan Participant's investment election form applies, the amount of the Plan's investment on behalf of the Plan Participant in Units of Limited Partnership Interest in the Partnership ("Units"), taking into account all investments in Units that will be made by the Plan on behalf of the Plan Participant during such calendar year, when added to the amount of all other investments in Units made by the Plan on behalf of the Plan Participant or by the Plan Participant directly and in his/her individual capacity, is and will be 25% or less of the Plan Participant's net worth or, if married, the Plan Participant's joint net worth with spouse (exclusive of home, furnishings, and automobiles). The Plan Participant can afford to bear the risks of an investment in the Partnership, including the risk of losing the entire investment. (2) The Plan Participant has received and thoroughly read the Prospectus dated June , 1998 (the "Prospectus") relating to the Partnership and Units. (3) The Plan Participant understands that there exist significant actual and potential conflicts of interest in the structure and operation of the Partnership, all as described in the Prospectus. (4) The Plan Participant understands that the performance and financial information included in the Prospectus and in any supplement to the Prospectus provided to the Plan Participant should be read only in conjunction with the notes and accompanying text, and that such information should not be interpreted to mean that the Partnership, the General Partner, or Tudor Investment Corporation, the trading advisor for the Partnership, will have similar results in the future or will realize any profits whatsoever. (5) The Plan Participant understands that, upon termination of the Plan Participant's employment for any reason whatsoever (including voluntary termination) with the General Partner, or any of its affiliated entities, or their successors or assigns, any investment in the Partnership of the Plan Participant under the TIC 401(k) Plan will be subject to mandatory reallocation to other investment elections under the TIC 401(k) Plan (as specified by the Plan Participant) or, if no other investment election is specified, the Merrill Lynch Retirement Preservation Trust. X - ------------------------------- --------------------- (Signature of Plan Participant) Date EXHIBIT E _________________ Today's Date TUDOR FUND FOR EMPLOYEES L.P. SUBSCRIPTION AGREEMENT FOR USE IN MAKING ADDITIONS TO EXISTING ACCOUNTS (FOR USE ONLY BY INDIVIDUALS) Units of Limited Partnership Interest ("Units") in Tudor Fund For Employees L.P. (the "Partnership") may only be purchased and held by persons who are employees of Second Management LLC (the "General Partner"), Tudor Investment Corporation, any of their present or future affiliated entities, or their successors or assigns, or by the Tudor Investment Corporation 401(k) Savings and Profit- Sharing Plan (the "TIC 401(k) Plan"). The undersigned subscriber ("Subscriber") hereby irrevocably subscribes for $_________________________ [insert dollar amount in even $1,000 increments] of Units for the periodic closing to be held as of the first day of _____________, 199_ [insert month and year]. As of the date of this Subscription Agreement, the amount of the Subscriber's subscription for Units, made directly by the Subscriber in his/her individual capacity and/or indirectly by the Subscriber through the TIC 401(k) Plan, when added to the amount of all other subscriptions made by the Subscriber (directly or indirectly) for Units, is and will be 25% or less of the Subscriber's net worth or, if married, the Subscriber's joint net worth with spouse (exclusive of home, furnishings, and automobiles). By the signing below, the Subscriber hereby reaffirms all representations and warranties made by Subscriber to the General Partner and the Partnership in Subscriber's original subscription agreement and any subsequent subscription agreements. In addition, Subscriber acknowledges receipt of the Partnership's Prospectus dated June , 1998. Subscriber's Name:___________________________________________________________ First Middle Initial Last Address Information: [ ] Maintain current address information (check one) Or [ ] Change mailing address as follows: ________________________________________ Street ________________________________________ City State Zip Code Telephone Number: __________________________ SIGNATURE X____________________________ _________________________ (Signature of Subscriber) Date \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000862923_transameri_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000862923_transameri_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..fdbe862043642088a89b1047a487a5189d11600b --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000862923_transameri_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The organization of ML of New York, its authority to issue the Contracts, and the validity of the form of the Contracts have been passed upon by Barry G. Skolnick, ML of New York's Senior Vice President and General Counsel. Sutherland, Asbill & Brennan LLP of Washington, D.C. has provided advice on certain matters relating to federal securities laws. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000866873_del-monte_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000866873_del-monte_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..5c195b16563d53cde8385fbd0093d58cb0fb35ae --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000866873_del-monte_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby and certain other legal matters in connection with the Offering will be passed upon for Del Monte by Cleary, Gottlieb, Steen & Hamilton, One Liberty Plaza, New York, New York 10006, counsel for Del Monte. Certain legal matters in connection with the Offering will be passed upon for the Underwriters by Brown & Wood LLP, 555 California Street, San Francisco, California 94104. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000867572_american_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000867572_american_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..e3baa2fcf3111ee9ff595d0c4ef1b78f23ab8f5f --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000867572_american_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed on for the Company by Porter & Hedges, L.L.P., of Houston, Texas. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000868373_visionics_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000868373_visionics_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..cc733cdacf2f1a8521e7141fafbcfaccf6d3b3e3 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000868373_visionics_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Shares will be passed upon by Briggs and Morgan, Professional Association, Minneapolis, Minnesota, counsel to the Company. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000872947_applied_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000872947_applied_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..f41a4462a66cc962e0d6beb4634859b225e17ed0 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000872947_applied_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The legality of the Securities offered hereby will be passed upon for the Company by LaFollette & Sinykin, Madison, Wisconsin. Medlen & Carroll, LLP, San Francisco, California has acted as counsel to the Company in connection with certain intellectual property and regulatory matters. Dr. Peter Carroll, a partner in the firm of Medlen & Carroll, LLP owns 40,000 shares of the Company and is a brother of Dr. Sean Carroll, a founder of the Company. Orrick, Herrington & Sutcliffe LLP, New York, New York has acted as counsel to the Underwriters in connection with the Offering. See "Certain Transactions." \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000877422_spartannas_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000877422_spartannas_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..65615bf62bd9da0a3be011ba8d23fc08624ae207 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000877422_spartannas_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Class A Shares offered hereby is being passed upon for Spartan by Warner Norcross & Judd LLP, 900 Old Kent Building, 111 Lyon Street, N.W., Grand Rapids, Michigan 49503-2489. Alex J. DeYonker, General Counsel and Assistant Secretary of the Company, is a partner of Warner Norcross & Judd LLP. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000880181_lifecodes_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000880181_lifecodes_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..44d9b3dd3830ed47b29d27a62297b1b9eb9e2a41 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000880181_lifecodes_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company and the Selling Stockholders by Wiggin & Dana, New Haven, Connecticut. Certain legal matters for the Underwriters will be passed upon by Testa, Hurwitz & Thibeault, LLP, Boston, Massachusetts. (ALTERNATE PAGE FOR ACQUISITION PROSPECTUS) exercise of outstanding options or in connection with acquisitions. Volpe Brown Whelan & Company, LLC, in its discretion, may waive the foregoing restrictions in whole or in part, with or without a public announcement of such action. In recent offerings in which it has served as lead manager of underwriters, Volpe Brown Whelan & Company, LLC has consented to early releases from lock-up agreements only in a limited number of circumstances, after considering all circumstances that it deemed to be relevant. Volpe Brown Whelan & Company, LLC will have, however, complete discretion in determining whether to consent to early releases from the lock-up agreements delivered in connection with this offering, and no assurance can be given that it will not consent to the early release of all or a portion of the shares of Common Stock and options covered by such lock-up agreements. The Representatives have informed the Company that the Underwriters do not intend to confirm sales to accounts over which the Underwriters have discretionary authority. Prior to this offering, there has been no public trading market for the Common Stock. Consequently, the initial public offering price of the Common Stock has been determined by negotiations between the Company and the Representatives. Among the factors considered in such negotiations were the results of operations of the Company in recent periods, the prospects for the Company and the industry in which the Company competes, an assessment of the Company's management, its financial condition, the prospects for future earnings of the Company, the present state of the Company's development, the general condition of the economy and the securities markets at the time of this offering and the market prices of and demand for publicly traded stock of comparable companies in recent periods. In connection with this offering, certain Underwriters and selling group members and their respective affiliates may engage in transactions that stabilize, maintain or otherwise affect the market price of the Common Stock. Such transactions may include stabilization transactions effected in accordance with Rule 104 of Regulation M, pursuant to which such persons may bid for or purchase Common Stock for the purpose of stabilizing its market price. The Underwriters also may create a short position for the account of the Underwriters by selling more Common Stock in connection with this offering than they are committed to purchase from the Company, and in such case may purchase Common Stock in the open market following completion of this offering to cover all or a portion of such short position. The Underwriters also may cover all or a portion of such short position, up to 480,000 shares, by exercising the Underwriters' over-allotment option referred to above. In addition, Volpe Brown Whelan & Company, LLC on behalf of the Underwriters, may impose 'penalty bids' under the contractual arrangements with the Underwriters whereby it may reclaim from an Underwriter (or dealer participating in this offering), for the account of the other Underwriters, the selling concession with respect to Common Stock that is distributed in this offering but subsequently purchased for the account of the Underwriters in the open market. Any of the transactions described in this paragraph may result in the maintenance of the price of the Common Stock at a level above that which otherwise might prevail in the open market. None of the transactions described in this paragraph is required, and, if they are undertaken, they may be discontinued at any time. The Company has agreed to indemnify the Underwriters against certain liabilities that may be incurred in connection with this offering, including liabilities under the Securities Act, or to contribute to payments that the Underwriters may be required to make in respect thereof. The foregoing contains a summary of the principal terms of the Underwriting Agreement and does not purport to be complete. Reference is made to the copy of the Underwriting Agreement filed as an exhibit to the Registration Statement of which this Prospectus is a part. LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Wiggin & Dana, New Haven, Connecticut. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000881975_computer_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000881975_computer_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..7db49ac02feb9ab2e66982bf8d2e2c8b51a203b5 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000881975_computer_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Sherman & Howard, L.L.C., Denver, Colorado. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000882484_ocular_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000882484_ocular_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..e436bc6787e7621e01560669ffe1f58b29bec749 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000882484_ocular_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Fenwick & West LLP, Palo Alto, California. Certain legal matters will be passed upon for the Underwriters by Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, Menlo Park, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000883041_airtech_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000883041_airtech_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..6e5dee2a13b2e2d33066ba4218660b18a40aeebb --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000883041_airtech_legal_matters.txt @@ -0,0 +1 @@ +CERTAIN LEGAL MATTERS Certain legal matters in connection with the shares of Common Stock which are the subject of this Prospectus will be passed upon by Perry West, Esq., officer, director and major shareholder of the Registrant. EXPERTS The consolidated financial statements and schedules of ITC, included in this Prospectus and elsewhere in the Registration Statement have been audited by Turner, Stone & Company, Dallas Texas, independent public accountants, as indicated in their reports with respect thereto, and are included herein in reliance upon the authority of said firm of experts in giving said reports. TRANSFER AGENT Interwest Transfer Company, P.O. Box 17136, Salt Lake City, Utah 84117, Tele: 801-272-9294, Fax: 801-277-3147 will act as Transfer Agent for the ITC Common Stock. ITC will act as transfer agent for the ITC Debentures and the ITC Preferred Stock. INDEMNIFICATION FOR SECURITIES ACT LIABILITIES Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling ITC pursuant to the foregoing provisions, ITC has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable. DELAYING AMENDMENT The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission acting pursuant to said section 8(a) may determine. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000883787_3ci_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000883787_3ci_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..8953f9b544f43a4ebb466b22c6c4d007790204dd --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000883787_3ci_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters in connection with the Common Stock offered hereby will be passed on for the Company by Porter & Hedges, L.L.P., Houston, Texas. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000884590_john_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000884590_john_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..9cb70d56c33253af88afd61544114deb331e0c8e --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000884590_john_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS All matters of applicable state law pertaining to the contract, including the Company's right to issue the contract thereunder, have been passed upon by Tracy A. Kane, Esq., Secretary and Counsel of the Company. INDEPENDENT AUDITORS The financial statements of the Company at December 31, 1997 and 1996 and for the years then ended appearing in this Registration Statement have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon appearing elsewhere herein, and is included in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. The consolidated statements of income, changes in shareholder's equity and cash flows of the Company for the year ended December 31, 1995, appearing in this Registration Statement have been included elsewhere herein in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of that firm as experts in accounting and auditing. NOTICES AND REPORTS TO CONTRACT OWNERS At least once each contract year, the Company will send to contract owners a statement showing the contract value of the contract as of the date of the statement. The statement will also show premium payments and any other information required by any applicable law or regulation. CONTRACT OWNER INQUIRIES All contract owner inquiries should be directed to the Company's Annuity Service Office at Corporate Center, 555 Theodore Fremd Avenue, Rye, New York 10580 FEDERAL TAX MATTERS INTRODUCTION The following discussion of the federal income tax treatment of the Contracts is not exhaustive, does not purport to cover all situations, and is not intended as tax advice. The federal income tax treatment of the Contracts is unclear in certain circumstances, and a qualified tax adviser should always be consulted with regard to the application of law to individual circumstances. This discussion is based on the Code, Treasury Department regulations, and interpretations existing on the date of this Prospectus. These authorities, however, are subject to change by Congress, the Treasury Department, and judicial decisions. This discussion does not address state or local tax consequences associated with the purchase of the Contracts. In addition, THE COMPANY MAKES NO GUARANTEE REGARDING ANY TAX TREATMENT, FEDERAL, STATE OR LOCAL, OF ANY CONTRACT OR OF ANY TRANSACTION INVOLVING A CONTRACT. THE COMPANY'S TAX STATUS The Company is taxed as a life insurance company under the Code. The assets in the separate account will be owned by the Company, and the income derived from such assets will be includible in the Company's income for federal income tax purposes. TAXATION OF ANNUITIES IN GENERAL Tax Deferral During Accumulation Period Under existing provisions of the Code, except as described below, any increase in an owner's contract value is generally not taxable to the owner or annuitant until received, either in the form of annuity payments as contemplated by the Contracts, or in some other form of distribution. However, this rule applies only if the owner is an individual. As a general rule, deferred annuity contracts held by "non-natural persons," such as a corporation, trust or other similar entity, as opposed to a natural person, are not treated as annuity contracts for federal income tax purposes. The income on such contracts (as defined in the tax law) is taxed as ordinary income that is received or accrued by the owner during the taxable year. There are several exceptions to this general rule for non-natural contract owners. First, annuity contracts will generally be treated as held by a natural person if the nominal owner is a trust or other entity which holds the contract as an agent for a natural person. However, this exception will not apply in the case of any employer which is the nominal owner of an annuity contract under a non-qualified deferred compensation arrangement for its employees. Other exceptions to the general rule for non-natural contract owners will apply with respect to (1) annuity contracts acquired by an estate of a decedent by reason of the death of the decedent, (2) certain annuity contracts issued in connection with various qualified retirement plans, (3) annuity contracts purchased by employers upon the termination of certain qualified retirement plans, (4) certain annuity contracts used in connection with structured settlement agreements, and (5) annuity contracts purchased with a single premium when the annuity starting date is no later than a year from purchase of the annuity and substantially equal periodic payments are made, not less frequently than annually, during the annuity period. In addition to the foregoing, if the Contract's maturity date occurs, or is scheduled to occur, at a time when the annuitant is at an advanced age, such as over age 85, it is possible that the owner will be taxable currently on the annual increase in the contract value. The remainder of this discussion assumes that the contract will constitute an annuity for federal tax purposes. Taxation of Partial and Total Withdrawals In the case of a partial withdrawal, amounts received generally are includible in income to the extent the owner's contract value before the withdrawal exceeds his or her "investment in the contract." In the case of a total withdrawal, amounts received are includible in income to the extent they exceed the "investment in the contract." For these purposes the investment in the contract at any time equals the total of the purchase payments made under the Contract to that time (to the extent such payments were neither deductible when made nor excludable from income as, for example, in the case of certain employer contributions to Qualified Plans) less any amounts previously received from the Contract which were not included in income. Other than in the case of Contracts issued in connection with certain Qualified Plans (which generally cannot be assigned or pledged), any assignment or pledge (or agreement to assign or pledge) any portion of the contract value is treated as a withdrawal of such amount or portion. The investment in the contract is increased by the amount includible in income with respect to such assignment or pledge, though it is not affected by any other aspect of the assignment or pledge (including its release). If an owner transfers his or her interest in a Contract without adequate consideration to a person other than the owner's spouse (or to a former spouse incident to divorce), the owner will be taxed on the difference between his or her contract value and the investment in the contract at the time of transfer. In such case, the transferee's investment in the contract will be increased to reflect the increase in the transferor's income. There is some uncertainty regarding the treatment of the market value adjustment for purposes of determining the amount includible in income as a result of any partial withdrawal or transfer without adequate consideration. Congress has given the Internal Revenue Service ("IRS") regulatory authority to address this uncertainty. However, as of the date of this Prospectus, the IRS has not issued any regulations addressing these determinations. Taxation of Annuity Payments Normally, the portion of each annuity payment taxable as ordinary income is equal to the excess of the payment over the exclusion amount. The exclusion amount is the amount determined by multiplying (1) the payment by (2) the ratio of the investment in the contract, adjusted for any period certain or refund feature, to the total expected value of annuity payments for the term of the Contract (determined under Treasury Department regulations). A simplified method of determining the taxable portion of annuity payments applies to Contracts issued in connection with certain Qualified Plans other than IRAs. Once the total amount of the investment in the contract is excluded using this ratio, annuity payments will be fully taxable. If annuity payments cease because of the death of the annuitant and before the total amount of the investment in the contract is recovered, the unrecovered amount generally will be allowed as a deduction to the annuitant in his last taxable year. There may be special income tax issues present in situations where the owner and the annuitant are not the same person or are not married. A tax advisor should be consulted in those situations. Taxation of Death Benefit Proceeds Amounts may be distributed from a contract because of the death of an owner or the annuitant. Prior to the maturity date, such death benefit proceeds are includible in income as follows: (1) if distributed in a lump sum, they are taxed in the same manner as a full withdrawal, as described above, or (2) if distributed under an annuity option, they are taxed in the same manner as annuity payments, as described above. After the maturity date, where a guaranteed period exists under an annuity option and the annuitant dies before the end of that period, payments made to the beneficiary for the remainder of that period are includible in income as follows: (1) if received in a lump sum, they are includible in income to the extent that they exceed the unrecovered investment in the contract at that time, or (2) if distributed in accordance with the existing annuity option selected, they are fully excludable from income until the remaining investment in the contract is deemed to be recovered, and all annuity payments thereafter are fully includible in income. Penalty Tax on Premature Distributions Where a Contract has not been issued in connection with a Qualified Plan, there generally is a 10% penalty tax on the taxable amount of any payment from the Contract unless the payment is: (a) received on or after the owner reaches age 59-1/2; (b) attributable to the owner becoming disabled (as defined in the tax law); (c) made on or after the death of the owner or, if the owner is not an individual, on or after the death of the primary annuitant (as defined in the tax law); (d) made as a series of substantially equal periodic payments (not less frequently than annually) for the life (or life expectancy) of the annuitant or the joint lives (or joint life expectancies) of the annuitant and a "designated beneficiary" (as defined in the tax law), or (e) made under a Contract purchased with a single premium when the maturity date is no later than a year from purchase of the Contract and substantially equal periodic payments are made, not less frequently than annually, during the annuity period. Aggregation of Contracts In certain circumstances, the IRS may determine the amount of an annuity payment or a withdrawal from a Contract that is includible in income by combining some or all of the annuity contracts owned by an individual which are not issued in connection with a Qualified Plan. For example, if a person purchases a Contract offered by this Prospectus and also purchases at approximately the same time an immediate annuity, the Service may treat the two contracts as one contract. In addition, if a person purchases two or more deferred annuity contracts from the same insurance company (or its affiliates) during any calendar year, all such contracts will be treated as one contract for purposes of determining whether any payment not received as an annuity (including withdrawals prior to the maturity date) is includible in income. Thus, if during a calendar year a person buys two or more of the Contracts offered by this Prospectus (which might be done, for example, in order to invest amounts in different guarantee periods), all of such Contracts would be treated as one Contract in determining whether withdrawals from any of such Contracts are includible in income. The effects of such aggregation are not clear and depend on the circumstances. However, aggregation could affect the amount of a withdrawal that is taxable and the amount that might be subject to the 10% penalty tax described above. Loss of Interest Deduction Where Contracts are Held by or for the Benefit of Certain Non-Natural Persons In the case of Contracts issued after June 8, 1997 to a non-natural taxpayer (such as a corporation or a trust) or held for the benefit of such an entity, recent changes in the tax law may result in otherwise deductible interest no longer being deductible by the entity, regardless of whether the interest relates to debt used to purchase or carry the Contract. However, this interest deduction disallowance does not affect Contracts where the income on such Contracts is treated as ordinary income that is received or accrued by the owner during the taxable year. Entities that are considering purchasing the Contract, or entities that will be beneficiaries under a Contract, should consult a tax advisor. QUALIFIED RETIREMENT PLANS In General The Contracts are also designed for use in connection with certain types of qualified retirement plans which receive favorable treatment under the Code. Numerous special tax rules apply to participants in such Qualified Plans and to Contracts used in connection with such Qualified Plans. Therefore, no attempt is made in this Prospectus to provide more than general information about the use of the Contact with the various types of Qualified Plans. The tax rules applicable to qualified plans vary according to the type of plan and the terms and conditions of the plan itself. For example, for both withdrawals and annuity payments under certain qualified contracts, there may be no "investment in the contract" and the total amount received may be taxable. Also, loans from Qualified Contracts where allowed, are subject to a variety of limitations, including restrictions as to the amount that may be borrowed, the duration of the loan, and the manner in which the loan must be repaid. (Owners should always consult their tax advisors and retirement plan fiduciaries prior to exercising their loan privileges.) Both the amount of the contribution that may be made, and the tax deduction or exclusion that the owner may claim for such contribution, are limited under qualified plans. Those who are considering purchase of a contract for use in connection with a qualified retirement plan should consider, in evaluating the suitability of the contract, that the contract allows only a single premium purchase payment in an amount of at least $5,000. If this Contract is used in connection with a Qualified Plan, the owner and annuitant must be the same individual. If a co-annuitant is named, all distributions made while the annuitant is alive must be made to the annuitant. Also, if a co-annuitant is named who is not the annuitant's spouse, the annuity options which are available may be limited, depending on the difference in ages between the annuitant and co-annuitant. Furthermore, the length of any guarantee period may be limited in some circumstances to satisfy certain minimum distribution requirements under the Code. In addition, special rules apply to the time at which distributions must commence and the form in which the distributions must be paid. For example, failure to comply with minimum distribution requirements applicable to Qualified Plans will result in the imposition of an excise tax. This excise tax generally equals 50% of the amount by which a minimum required distribution exceeds the actual distribution from the Qualified Plan. In the case of IRAs (other than Roth IRAs), distributions of minimum amounts (as specified in the tax law) must generally commence by April 1 of the calendar year following the calendar year in which the owner attains age 70-1/2. In the case of certain other Qualified Plans, distributions of such minimum amounts generally must commence by the later of this date or April 1 of the calendar year following the calendar year in which the employee retires. There is also a 10% penalty tax on the taxable amount of any payment from certain qualified contracts. (The amount of the penalty tax is 25% of the taxable amount of any payment received from a "SIMPLE retirement account" during the 2 year period beginning on the date the individual first participated in any qualified salary reduction agreement (as defined in the tax law) maintained by the individual's employer.) There are exceptions to this penalty tax which vary depending on the type of qualified plan. In the case of an "Individual Retirement Annuity" or an IRA, including a "SIMPLE IRA," exceptions provide that the penalty tax does not apply to a payment (a) received on or after the owner reaches age 59-1/2, (b) received on or after the owner's death or because of the owner's disability (as defined in the tax law), or (c) made as a series of substantially equal periodic payments (not less frequently than annually) for the life (or life expectancy) of the owner or for the joint lives (or joint life expectancies) of the owner and designated beneficiary (as defined in the tax law). These exceptions, as well as certain others not described herein, generally apply to taxable distributions from other qualified plans (although, in the case of plans qualified under sections 401 and 403, exception "c" above for substantially equal periodic payments applies only if the owner has separated from service). In addition, the penalty tax does not apply to certain distributions from IRAs taken after December 31, 1997 which are used for qualified first time home purchases or for higher education expenses. Special conditions must be met to qualify for these two exceptions to the penalty tax. Owners wishing to take a distribution from an IRA for these purposes should consult their tax advisor. When issued in connection with a Qualified Plan, a Contract will be amended as generally necessary to conform to the requirements of the plan. However, owners, annuitants, and beneficiaries are cautioned that the rights of any person to any benefits under Qualified Plans may be subject to the terms and conditions of the plans themselves, regardless of the terms and conditions of the Contract. In addition, the Company shall not be bound by terms and conditions of Qualified Plans to the extent such terms and conditions contradict the Contract, unless the Company consents. Qualified Plan Types Following are brief descriptions of various types of Qualified Plans in connection with which the Company may issue a Contract. Individual Retirement Annuities. Section 408 of the Code permits eligible individuals to contribute to an individual retirement program known as an IRA. IRAs are subject to limits on the amounts that may be contributed, the persons who may be eligible and on the time when distributions may commence. Also, distributions from certain Qualified Plans may be "rolled over" on a tax-deferred basis into an IRA. The Contract may not, however, be used in connection with an "Education IRA" under Section 530 of the Code. Simplified Employee Pensions (SEP-IRAs). Section 408(k) of the Code allows employers to establish simplified employee pension plans for their employees, using the employees' IRAs for such purposes, if certain criteria are met. Under these plans the employer may, within specified limits, make deductible contributions on behalf of the employees to IRAs. Employers intending to use the Contract in connection with such plans should seek competent advice. SIMPLE IRAs. Section 408(p) of the Code permits certain small employers to establish "SIMPLE retirement accounts," including SIMPLE IRAs, for their employees. Under SIMPLE IRAs, certain deductible contributions are made by both employees and employers. SIMPLE IRAs are subject to various requirements, including limits on the amounts that may be contributed, the persons who may be eligible, and the time when distributions may commence. Roth IRAs. Recently enacted Section 408A of the Code permits eligible individuals to contribute to a type of IRA known as a "Roth IRA." Roth IRAs differ from other IRAs in several respects. Among the differences is that, although contributions to a Roth IRA are not deductible, "qualified distributions" from a Roth IRA will be excludable from income. Additionally, the eligibility and mandatory distribution requirements for Roth IRAs differ from non-Roth IRAs. Furthermore, a rollover may be made to a Roth IRA only if it is a "qualified rollover contribution." A "qualified rollover contribution" is a rollover contribution to a Roth IRA from another Roth IRA or from a non-Roth IRA, but only if such rollover contribution meets the rollover requirements for IRAs under section 408(d)(3) of the Code. In the case of a qualified rollover contribution or a transfer from a non-Roth IRA to a Roth IRA, any portion of the amount rolled over which would be includible in gross income were it not part of a qualified rollover contribution or a nontaxable transfer will be includible in gross income. However, the 10 percent penalty tax on premature distributions generally will not apply. All or part of amounts in a non-Roth IRA may be converted into a Roth IRA. Such a conversion can be made without taking an actual distribution from the IRA. For example, an individual may make a conversion by notifying the IRA issuer or trustee, whichever is applicable. The conversion of an IRA to a Roth IRA is a special type of qualified rollover distribution. Hence, the IRA participant must be eligible to make a qualified rollover distribution in order to convert an IRA to a Roth IRA. A conversion typically will result in the inclusion of some or all of the IRA value in gross income, as described above. Persons with adjusted gross incomes in excess of $100,000 or who are married and file a separate return are not eligible to make a qualified rollover contribution or a transfer in a taxable year from a non-Roth IRA to a Roth IRA. Any "qualified distribution" from a Roth IRA is excludable from gross income. A "qualified distribution" is a payment or distribution which satisfies two requirements. First, the payment or distribution must be (a) made after the Owner attains age 59-1/2, (b) made after the Owner's death, (c) attributable to the Owner being disabled, or (d) a qualified first-time homebuyer distribution within the meaning of section 72(t)(2)(F) of the Code. Second, the payment or distribution must be made in a taxable year that is at least five years after (a) the first taxable year for which a contribution was made to any Roth IRA established for the Owner, or (b) in the case of a payment or distribution properly allocable to a qualified rollover contribution from a non-Roth IRA (or income allocable thereto), the taxable year in which the rollover contribution was made. A distribution from a Roth IRA which is not a qualified distribution is generally taxed in the same manner as a distribution from non-Roth IRAs. Distributions from a Roth IRA need not commence at age 70-1/2. Corporate and Self-Employed ("H.R. 10" and "Keogh") Pension and Profit-Sharing Plans. Sections 401(a) and 403(a) of the Code permit corporate employers to establish various types of tax-favored retirement plans for employees. The Self-Employed Individuals' Tax Retirement Act of 1962, as amended, commonly referred to as "H.R. 10" or "Keogh," permits self-employed individuals also to establish such tax-favored retirement plans for themselves and their employees. Such retirement plans may permit the purchase of the Contract in order to provide benefits under the plans. Employers intending to use the Contract in connection with such plans should seek competent advice. Tax-Sheltered Annuities. Section 403(b) of the Code permits public school employees and employees of certain types of charitable, educational and scientific organizations specified in Section 501(c)(3) of the Code to have their employers purchase annuity contracts for them and, subject to certain limitations, to exclude the amount of purchase payments from gross income for tax purposes. These annuity contracts are commonly referred to as "tax-sheltered annuities." Purchasers of the Contracts for such purposes should seek competent advice as to eligibility, limitations on permissible amounts of purchase payments and other tax consequences associated with the Contracts. Section 403(b) Policies contain restrictions on withdrawals of (i) contributions made pursuant to a salary reduction agreement in years beginning after December 31, 1988, (ii) earnings on those contributions, and (iii) earnings in such years on amounts held as of the last year beginning before January 1, 1989. These amounts can be paid only if the employee has reached age 59-1/2, separated from service, died, become disabled, or in the case of hardship. Amounts permitted to be distributed in the event of hardship are limited to actual contributions; earnings thereon cannot be distributed on account of hardship. (These limitations on withdrawals do not apply to the extent the Company is directed to transfer some or all of the contract value to the issuer of another tax-sheltered annuity or into a Section 403(b)(7) custodial account.) Direct Rollover Rules In the case of Contracts used in connection with a pension, profit-sharing, or annuity plan qualified under Sections 401(a) or 403(a) of the Code, or in the case of a Section 403(b) tax sheltered annuity, any "eligible rollover distribution" from the Contract will be subject to direct rollover and mandatory withholding requirements. An eligible rollover distribution generally is any taxable distribution from a qualified pension plan under Section 401(a) of the Code, qualified annuity plan under Section 403(a) of the Code, or Section 403(b) tax sheltered annuity or custodial account, excluding certain amounts (such as minimum distributions required under Section 401(a)(9) of the Code and distributions which are part of a "series of substantially equal periodic payments" made for life or a specified period of 10 years or more). Under these requirements, withholding at a rate of 20% will be imposed on any eligible rollover distribution. In addition, the participant in these qualified retirement plans cannot elect out of withholding with respect to an eligible rollover distribution. However, this 20% withholding will not apply if, instead of receiving the eligible rollover distribution, the participant elects to have amounts directly transferred to certain qualified retirement plans (such as to an Individual Retirement Annuity). Prior to receiving an eligible rollover distribution, a notice will be provided explaining generally the direct rollover and mandatory withholding requirements and how to avoid the 20% withholding by electing a direct rollover. FEDERAL INCOME TAX WITHHOLDING The Company will withhold and remit to the U.S. government a part of the taxable portion of each distribution made under a Contract unless the distributee notifies the Company at or before the time of the distribution that he or she elects not to have any amounts withheld. In certain circumstances, the Company may be required to withhold tax. The withholding rates applicable to the taxable portion of periodic annuity payments are the same as the withholding rates generally applicable to payments of wages. The withholding rate applicable to the taxable portion of non-periodic payments (including withdrawals prior to the maturity date and rollovers from non-Roth IRAs to Roth IRAs) is 10%. As described above, the withholding rate applicable to eligible rollover distributions is 20%. APPENDIX A EXAMPLES OF CALCULATION OF WITHDRAWAL CHARGE EXAMPLE 1 - Assume a single payment of $50,000 is made into the contract, there are no transfers or partial withdrawals and the withdrawal is not made at the end of a guarantee period. The table below illustrates three examples of the withdrawal charges that would be imposed if the contract is completely withdrawn during the contract year shown, based on hypothetical contract values and assuming no market value adjustment.
AMOUNT AVAILABLE WITHOUT WITHDRAWAL HYPOTHETICAL IMPOSITION OF AMOUNT SUBJECT CHARGE CONTRACT CONTRACT WITHDRAWAL TO WITHDRAWAL ---------------- YEAR VALUE CHARGE CHARGE PERCENT AMOUNT ------------------------------------------------------------------------------- 2 55,000 5,000(a) 50,000 6% 3,000 6 60,000 5,000(b) 55,000 2% 1,100 8 70,000 5,000 0(c) 0% 0
(a) During any contract year the amount available without the imposition of a withdrawal charge is 10% of the single payment made under the contract less any prior partial withdrawals in that contract year. Ten percent of payments less prior withdrawals equals $5,000 ($5,000-0). Consequently, on total withdrawal $5,000 is withdrawn without imposition of the withdrawal charge and the withdrawal charge is assessed against the remaining balance of $50,000 (contract value less amount available without imposition of a withdrawal charge). (b) The amount available without imposition of a withdrawal charge is again equal to $5,000 and the withdrawal charge is applied to the remaining balance of $55,000 (contract value less amount available without imposition of a withdrawal charge). (c) There is no withdrawal charge after 7 contract years. EXAMPLE 2 - Assume a single payment of $50,000 is made into the contract and that no transfers are made. The table below illustrates two partial withdrawals made during the third contract year of $2,000 and $7,000 and assumes no market value adjustment applies.
AMOUNT AVAILABLE WITHOUT WITHDRAWAL HYPOTHETICAL PARTIAL IMPOSITION OF AMOUNT SUBJECT CHARGE CONTRACT WITHDRAWAL WITHDRAWAL TO WITHDRAWAL --------------- VALUE REQUESTED CHARGE CHARGE PERCENT AMOUNT ------------------------------------------------------------------------------- 65,000 2,000 2,000(a) 0 5% 0 63,000 7,000 3,000(b) 4,000 5% 200
(a) The amount available without imposition of a withdrawal charge during any contract year is 10% of the single payment made under the contract less any prior withdrawals in that contract year. Ten percent of the payment less prior withdrawals equals $5,000 ($5,000-0). The amount requested ($2,000) is less than the amount available without imposition of a withdrawal charge; therefore, no withdrawal charge applies. (b) Since $2,000 has already been withdrawn in the current contract year, the remaining amount available without imposition of a withdrawal charge during the third contract year is $3,000. The $7,000 partial withdrawal will consist of $3,000 without imposition of withdrawal charge, and the remaining $4,000 will be subject to a withdrawal charge. Withdrawals may be subject to a market value adjustment in addition to the withdrawal charge described above (see "MARKET VALUE ADJUSTMENT.") APPENDIX B MARKET VALUE ADJUSTMENT EXAMPLES The market value adjustment factor is determined by the following formula: ((1+i)/(1+j))(n/12) where: i - The initial guaranteed interest rate or renewal guaranteed interest rate currently being earned on the contract. j - The guaranteed interest rate available, on the date the request is processed by the Company, for a guarantee period with the same length as the period remaining in the initial guarantee period or renewal guarantee period. If the guarantee period of this length is not available, the guarantee period with the next highest duration which is maintained by the Company will be chosen. n - The number of complete months remaining to the end of the initial guarantee period or renewal guarantee period. Example 1 Payment $100,000 Initial guarantee period 5 years Initial guaranteed interest rate 5.00% per annum Guaranteed interest rate for three year guarantee period 6.00% per annum Transfer to a different guarantee period middle of contract year 3 Contract value at middle of contract year 3 =$100,000 x 1.05(2.5)=$112,972.63 Amount transferred to a different guarantee period =$112,972.63 x market value adjustment factor Market value adjustment factor =((1+i)/(1+j))(n/12) i = .05 j = .06 n = 30 =(1.05/1.06)(30/12) =0.9765817 Amount transferred to a different guarantee period =$112,972.63 x 0.9765817 =$110,327.00 Example 2 Payment $100,000 Initial guarantee period 5 years Initial guaranteed interest rate 5.00% per annum Guaranteed interest rate for three year guarantee period 4.00% per annum Transfer to a different guarantee period middle of contract year 3 Contract value at middle of contract year 3 =$100,000 x 1.05(2.5)=$112,972.63 Amount transferred to a different guarantee period =$112,972.63 x market value adjustment factor Market value adjustment factor =((1+i)/(1+j))(n/12) i = .05 j = .04 n = 30 =(1.05/1.04)(30/12) =1.0242121 Amount transferred to a different guarantee period =$112,972.63 x 1.0242121 =$115,707.93 APPENDIX C STATE PREMIUM TAXES Premium taxes vary according to the state and are subject to change. In many jurisdictions there is no tax at all. For current information, a tax adviser should be consulted.
TAX RATE QUALIFIED NON-QUALIFIED STATE CONTRACTS CONTRACTS - ---------------------------------------------------------------------------------------------------------- CALIFORNIA........................................... .50% 2.35% DISTRICT OF COLUMBIA................................. 2.25% 2.25% KENTUCKY............................................. 2.00% 2.00% MAINE................................................ .00% 2.00% NEVADA............................................... .00% 3.50% PUERTO RICO.......................................... 1.00% 1.00% SOUTH DAKOTA*........................................ .00% 1.25% WEST VIRGINIA........................................ 1.00% 1.00% WYOMING.............................................. .00% 1.00%
* Premium tax paid upon receipt of premium (no tax at annuitization if tax paid on premium at issue). \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000885542_peoples_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000885542_peoples_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..20d917289edde77583bc891da07d70fa72ac0027 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000885542_peoples_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain matters relating to this offering of Common Stock have been passed on for the Company by Sinkler & Boyd, P.A., Columbia, South Carolina, special counsel to the Company. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000888553_arbor_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000888553_arbor_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..8be99a179470a1950d9374923f18443b787d19de --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000888553_arbor_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby and certain other matters will be passed on for the Company by Pryor Cashman Sherman & Flynn LLP, New York, New York as special counsel to the Company. Certain legal matters will also be passed on for the Company by Meltzer, Lippe, Goldstein, Wolf & Schlissel, P.C., Mineola, New York. Richard A. Lippe, a member of such firm, is a director nominee of the Company and may be deemed to beneficially own certain shares of Common Stock. See "Security Ownership of Certain Beneficial Owners and Management." Certain legal matters will be passed on for the Underwriters by Skadden, Arps, Slate, Meagher & Flom LLP. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000889299_triumph_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000889299_triumph_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..9e0f4bee45ff085e3f718071356ff63483731144 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000889299_triumph_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock to be issued upon the exercise of the Rights will be passed upon by Morgan, Lewis & Bockius LLP, counsel for the Company. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000890547_revlon_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000890547_revlon_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..7ea6e1c8c0f838c7f5e9acbb0493b7ee8f17fd01 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000890547_revlon_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the validity of the issuance of the New Notes will be passed upon for the Company by Paul, Weiss, Rifkind, Wharton & Garrison, New York, New York. Skadden, Arps, Slate, Meagher & Flom LLP has acted as counsel for the Company in connection with the Exchange Offer. Skadden, Arps, Slate, Meagher & Flom LLP and Paul, Weiss, Rifkind, Wharton & Garrison have from time to time represented, and may continue to represent, MacAndrews & Forbes and certain of its affiliates (including the Company and Revlon, Inc.) in connection with certain legal matters. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000891168_deotexis_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000891168_deotexis_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..0809368fe74f96c2314de1f05f36dac2f4d97798 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000891168_deotexis_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Loeb & Loeb LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000894267_cowlitz_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000894267_cowlitz_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..eecfeb4287b7b4f3c355db455f148d3459523815 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000894267_cowlitz_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Company's Common Stock being offered hereby will be passed upon for the Company to Foster Pepper & Shefelman PLLC, Seattle, Washington. Certain legal matters will be passed upon for the Underwriters by Graham & Dunn PC, Seattle, Washington. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000895364_duane_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000895364_duane_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..3cd464bbdeaa35b519f21ef721f02d4379420413 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000895364_duane_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the New Senior Subordinated Notes being offered hereby and certain other legal matters relating to the Offering will be passed upon for the Company by Latham & Watkins, New York, New York. Latham & Watkins also represented DLJMBPII in connection with the Recapitalization. Certain legal matters relating to the Offering will be passed upon for the Underwriter by Weil, Gotshal & Manges LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000895366_duane_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000895366_duane_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..3cd464bbdeaa35b519f21ef721f02d4379420413 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000895366_duane_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the New Senior Subordinated Notes being offered hereby and certain other legal matters relating to the Offering will be passed upon for the Company by Latham & Watkins, New York, New York. Latham & Watkins also represented DLJMBPII in connection with the Recapitalization. Certain legal matters relating to the Offering will be passed upon for the Underwriter by Weil, Gotshal & Manges LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000895930_amsurg_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000895930_amsurg_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..906b3f9f71ea7fdefc5097d0e197a759f30452d9 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000895930_amsurg_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Class A Common Stock are being passed upon for the Company by Bass, Berry & Sims PLC, Nashville, Tennessee. Certain members of Bass, Berry & Sims PLC beneficially own 136,431 shares of Class A Common Stock and 10,088 shares of Class B Common Stock. Certain legal matters will be passed upon for the Underwriters by Waller Lansden Dortch & Davis, A Professional Limited Liability Company. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000898015_esquire_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000898015_esquire_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..fbe84a59fe3a09690becc316d56ad553abc10c9f --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000898015_esquire_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters, including the legality of the issuance of the shares of Common Stock, are being passed upon for the Company by Stroock & Stroock & Lavan LLP, New York, New York. Certain legal matters relating to the Offering will be passed upon for the Underwriters by Alston & Bird LLP, Atlanta, Georgia. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000900367_ivex_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000900367_ivex_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..800617b51d0ea164cdef1ccbce82833619483c3c --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000900367_ivex_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters in connection with the Offerings will be passed upon for the Company by Skadden, Arps, Slate, Meagher & Flom (Illinois), Chicago, Illinois and certain legal matters will be passed upon for the Underwriters by Mayer, Brown & Platt, Chicago, Illinois. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000902056_saf-t-lok_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000902056_saf-t-lok_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..d737247d54c8fe50196632c7d0c622eb78d8504e --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000902056_saf-t-lok_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby and certain other legal matters will be passed upon for the Company by Gray, Harris & Robinson, P.A., Orlando, Florida. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000906327_household_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000906327_household_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..0182bd14758b54aff4cb53cf99523ae1f9653916 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000906327_household_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters relating to the Investor Certificates will be passed upon for the Seller, Household Bank and the Trust by John W. Blenke, Vice President -- Corporate Law and Assistant Secretary of Household International, Inc., the parent company of the Seller and Household Bank and by Orrick, Herrington & Sutcliffe LLP, New York, New York. Certain legal matters will be passed upon for the Underwriters by Orrick, Herrington & Sutcliffe LLP, New York, New York. As of the date of this Prospectus, Mr. Blenke is a full-time employee and an officer of Household International, Inc. and owns, and holds options to purchase, shares of common stock of Household International, Inc. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000906328_household_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000906328_household_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..0182bd14758b54aff4cb53cf99523ae1f9653916 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000906328_household_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters relating to the Investor Certificates will be passed upon for the Seller, Household Bank and the Trust by John W. Blenke, Vice President -- Corporate Law and Assistant Secretary of Household International, Inc., the parent company of the Seller and Household Bank and by Orrick, Herrington & Sutcliffe LLP, New York, New York. Certain legal matters will be passed upon for the Underwriters by Orrick, Herrington & Sutcliffe LLP, New York, New York. As of the date of this Prospectus, Mr. Blenke is a full-time employee and an officer of Household International, Inc. and owns, and holds options to purchase, shares of common stock of Household International, Inc. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000910112_county_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000910112_county_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..eb2c75664fa80bb6dc4bdbcdce70a4428373192d --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000910112_county_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters regarding the Shares will be passed upon for the Company by Eaton & Van Winkle, 600 Third Avenue, New York, New York 10016. EXPERTS The consolidated financial statements of the Company as of January 31, 1998, November 1, 1997, February 1, 1997 and February 3, 1996, and for the 13 weeks ended January 31, 1998, the 39 weeks ended November 1, 1997, and for the years ended February 1, 1997 and February 3, 1996 included in this prospectus, and elsewhere in the registration statement have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their report with respect thereto, and are included herein in reliance upon the authority of said firm as experts in giving said report. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000910391_onhealth_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000910391_onhealth_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..24df0be25c1d8e13097dd9a6cbc7a61944eba4d2 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000910391_onhealth_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Preston Gates & Ellis LLP, 5000 Columbia Center, 701 Fifth Avenue, Seattle, Washington 98104. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000910719_sheffield_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000910719_sheffield_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..669b2bf108b60bab7b3a16b4275cbe598f3eebbb --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000910719_sheffield_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The legality the New First Mortgage Notes will be passed upon for the Company by Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., One Financial Center, Boston, Massachusetts 02111. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000910991_biex-inc_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000910991_biex-inc_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..588383fc80b3b366f7d9077f2e94b28530cbe305 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000910991_biex-inc_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Cooley Godward LLP, San Francisco and Palo Alto, California. Certain legal matters in connection with this offering will be passed upon for the Underwriters by Wilson Sonsini Goodrich & Rosati, P.C., Palo Alto, California. Entities affiliated with Cooley Godward LLP beneficially own an aggregate of 120,573 shares of the Company's Common Stock. Howard G. Ervin, a partner in Cooley Godward LLP, serves as Assistant Secretary of the Company. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000911167_ariel-corp_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000911167_ariel-corp_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..6fd66b8fd3f16cd04f02e60dd42f55bf4684316e --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000911167_ariel-corp_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The legality of the Common Stock offered hereby will be passed upon for the Company by Berger & Paul, LLP, New York. Harold Paul, a member of the firm owns 21,500 common shares and 10,000 common stock options. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000913358_tatham_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000913358_tatham_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..a6272fc56979004498a0296a11dc34236e7c247d --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000913358_tatham_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock and Series A Preferred Stock offered hereby will be passed upon for the Company by Akin, Gump, Strauss, Hauer & Feld, L.L.P., Houston, Texas. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000913756_orthovita_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000913756_orthovita_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..60dd3dda0da45e470e046d61c9a6ca0a5be1bb90 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000913756_orthovita_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Morgan, Lewis & Bockius LLP, Philadelphia, Pennsylvania, and Brussels, Belgium. Certain legal matters in connection with this Offering are being passed upon for the Underwriters by Brown, Rudnick, Freed & Gesmer, Boston, Massachusetts. ORTHOVITA, INC. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000916745_peoples_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000916745_peoples_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..f00392664894364cfdb1692051a2fa935c10143c --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000916745_peoples_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters relating to the issuance of the Offered Certificates will be passed upon for the Transferor by William T. Kosturko, General Counsel to People's Bank. Certain legal matters relating to the Offered Certificates will be passed upon for the Transferor by Mayer, Brown & Platt, New York, New York. Certain legal matters relating to the federal tax consequences of the issuance of the Offered Certificates and certain other matters relating thereto will be passed upon for the Transferor by Mayer, Brown & Platt, New York, New York and certain legal matters relating to Connecticut state income tax consequences will be passed upon for the Transferor by Pullman & Comley, LLC, Bridgeport, Connecticut, special Connecticut counsel to People's Bank. Certain legal matters relating to the issuance of the Offered Certificates will be passed upon for the Underwriters by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000917259_black_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000917259_black_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..a5d0a88a524d35d2dee416237adb0739efbdf224 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000917259_black_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Sidley & Austin passes upon legal matters for MLIP, MLF and MLPF&S in connection with the Units being offered hereby. Sidley & Austin advises MLIP and its affiliates with respect to MLIP's responsibilities as general partner of the Fund and related matters. Sidley & Austin has reviewed the statements under the section, "Federal Income Tax Consequences," in this Prospectus, and rendered the opinions described therein to MLIP. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000917491_faro_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000917491_faro_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..c58caa6f541a392db315beaa1f1f747518104be9 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000917491_faro_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the shares of Common Stock offered hereby will be passed upon for the Company and the Selling Shareholders by Foley & Lardner, Tampa, Florida. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000918964_internatio_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000918964_internatio_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..b995667f899c4488ce304ebedea9518d5d794b17 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000918964_internatio_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the securities offered hereby will be passed upon for the Company by Shereff, Friedman, Hoffman & Goodman, LLP. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000921751_fingerhut_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000921751_fingerhut_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..7816242c2c213ea3e1fb73780a817f94f3563ece --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000921751_fingerhut_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters relating to the Offered Securities will be passed upon for the Transferor, FNB, FCI and Fingerhut by Michael P. Sherman, General Counsel of FCI, and by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York. Certain legal matters relating to the Offered Securities will be passed upon for the Underwriters by Simpson Thacher & Bartlett, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000924505_intrado_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000924505_intrado_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..937dce558f04ca335598747664cd82dab6a8b13f --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000924505_intrado_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Brobeck, Phleger & Harrison LLP, Denver, Colorado. Certain legal matters in connection with the offering will be passed upon for the Underwriters by Foley, Hoag & Eliot LLP, Boston, Massachusetts. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000924645_media_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000924645_media_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..ab296e3c3dfb94408e6c321d0ff96d528425f5d0 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000924645_media_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock being offered hereby will be passed upon for the Company by Latham & Watkins, Menlo Park, California. Certain legal matters will be passed upon for the Underwriters by Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, Menlo Park, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000924654_ribogene_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000924654_ribogene_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..545ebc15ceeb7f61d65db4cdbf74f7a7ef90c667 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000924654_ribogene_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Cooley Godward LLP. Certain legal matters will be passed upon for the Underwriters by Skadden, Arps, Slate, Meagher & Flom (Illinois), Chicago, Illinois. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000925433_ml_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000925433_ml_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..a5d0a88a524d35d2dee416237adb0739efbdf224 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000925433_ml_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Sidley & Austin passes upon legal matters for MLIP, MLF and MLPF&S in connection with the Units being offered hereby. Sidley & Austin advises MLIP and its affiliates with respect to MLIP's responsibilities as general partner of the Fund and related matters. Sidley & Austin has reviewed the statements under the section, "Federal Income Tax Consequences," in this Prospectus, and rendered the opinions described therein to MLIP. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000925928_telscape_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000925928_telscape_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..38fc58501445ada853db052987392b2b585d7df5 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000925928_telscape_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Notes offered hereby are being passed upon for the Company by Swidler Berlin Shereff Friedman, LLP, Washington, D.C. Certain legal matters relating to the Notes are being passed upon for the Underwriters by Cahill Gordon & Reindel (a partnership including a professional corporation), New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000926134_usn_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000926134_usn_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..72f3910e56e73d52a3c30d945777b2f9a119b23d --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000926134_usn_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Securities was passed upon for the Company by Skadden, Arps, Slate, Meagher & Flom (Illinois). \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000926171_national_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000926171_national_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..99c43fa0fec00bfc29df1258c33b2acdaf4ebf88 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000926171_national_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Series A Preferred Shares offered hereby will be passed upon for the Company by Ballard Spahr Andrews & Ingersoll, Baltimore, Maryland, with respect to certain matters governed by Maryland law. The United States federal income tax considerations with respect to the Offer will be passed upon by Shearman & Sterling, New York, New York. The Canadian federal income tax consequences that would be generally applicable to a holder of Bank Preferred Shares in the event of an Exchange Event will be passed upon by Desjardins Ducharme Stein Monast, Montreal, Canada. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000927764_onyx_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000927764_onyx_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..5bee0311d63ecd267f3d4d6a0ffab0efd26c78c5 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000927764_onyx_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain matters with respect to the legality of the Certificates and with respect to the federal income tax matters discussed under "Certain Federal Income Tax Consequences" will be passed upon for the Seller by Andrews & Kurth L.L.P., Dallas, Texas. Certain legal matters with respect to the Certificates will be passed upon for the Underwriters by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York. Certain legal matters relating to the Financial Guarantee Insurance Policy will be passed upon for the Insurer by Shaw Pittman Potts & Trowbridge, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000930481_symphonix_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000930481_symphonix_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..6f6ef221961a24feebedbd215ef7925ae155ea15 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000930481_symphonix_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California. Cooley Godward, LLP, Palo Alto, California is acting as counsel for the Underwriters in connection with certain legal matters relating to the shares of Common Stock offered hereby. As of December 31, 1997, a certain investment partnership of Wilson Sonsini Goodrich & Rosati, Professional Corporation beneficially owned an aggregate of 18,168 shares of the Company's Common Stock. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000931058_lin_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000931058_lin_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..889fb2ca37bd8a5b8ffb4143fb970b7cffeb5f96 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000931058_lin_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Notes offered hereby will be passed upon for the Issuers by Weil Gotshal & Manges LLP, New York, New York. CHANGE IN ACCOUNTANT The Company on March 27, 1998 changed its independent accountants from Ernst & Young LLP ("Ernst & Young") to PricewaterhouseCoopers LLP. Ernst & Young's report on the consolidated financial statements of LIN Television for fiscal years 1997 and 1996 did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles. Additionally, no reportable conditions as described in Item 304(a)(1)(v) of Regulation S-K were identified during Ernst & Young's audits of the consolidated financial statements. During Ernst & Young's appointment as independent accountants, there were no disagreements on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which if not resolved to Ernst & Young's satisfaction would have caused Ernst & Young to make reference to the subject matter of the disagreement in their reports on LIN Television's consolidated financial statements. EXPERTS The consolidated financial statements of LIN Television Corporation at December 31, 1997 and 1996, and for each of the three years in the period ended December 31, 1997, appearing in this Prospectus and the Registration Statement have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon appearing elsewhere herein, and is included in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. The consolidated balance sheet of LIN Holdings Corp. as of December 31, 1997 included in this Prospectus and the Registration Statement, has been included herein in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of that firm as experts in accounting and auditing. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000932698_redcats_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000932698_redcats_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..8a3ce5d6d6da66f4d29de78b986d899c793bdbb9 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000932698_redcats_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the Common Stock offered hereby will be passed upon for the Company and FS&Co. by Riordan & McKinzie, a Professional Law Corporation, Los Angeles, California, for The Limited by Davis Polk & Wardwell, New York, New York, and for the remaining Selling Stockholders by Lowenstein, Sandler, Kohl, Fisher & Boylan, P.C., Roseland, New Jersey. Certain legal matters with respect to the Common Stock offered hereby will also be passed upon for all of the Selling Stockholders other than The Limited by Richards & O'Neil, New York, New York. Certain legal matters relating to the Offerings will be passed upon for the Underwriters by Skadden, Arps, Slate, Meagher & Flom LLP, Los Angeles, California. Certain principals and employees of Riordan & McKinzie are partners in certain partnerships which are limited partners of FSEP II and FSEP III, respectively. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000934849_electropha_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000934849_electropha_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..62e52a6d9e273eb517e6a3ce668d7381412c0fbf --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000934849_electropha_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Shares offered hereby will be passed upon for the Company by Goodman Phillips & Vineberg, New York, New York. CHANGES IN AND DISAGREEMENTS WITH AUDITORS AND FINANCIAL DISCLOSURE On November 14, 1996, the Company discontinued the services of BDO Seidman, LLP as its principal independent auditor. The report of BDO Seidman, LLP on the financial statements of the Company for the year ended December 31, 1995, did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles. In connection with the audit of the fiscal year ended December 31, 1995 and during the period from January 1, 1996 through November 14, 1996, there were no disagreements with BDO Seidman, LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures or any reportable events. The auditor's report of BDO Seidman, LLP on the financial statements of the Company, as of and for the year ended December 31, 1994, was modified to raise substantial doubt about the Company's ability to continue as a going concern. BDO Seidman, LLP changed its auditor's report to an unqualified opinion in connection with the issuance of the December 31, 1995 financial statements. The decision to change auditors was approved by the Company's Board of Directors. The Company retained, __________ in January 1997 to act as the Company's independent auditors. The Company selected ________ because of its breadth of experience in the health care industry. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000934923_travis_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000934923_travis_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..40146ed00826e861ab8cbeed4263684a4495cebd --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000934923_travis_legal_matters.txt @@ -0,0 +1 @@ +CERTAIN LEGAL MATTERS The validity of the issuance of the shares of Common Stock offered hereby will be passed upon for the Company by Mayor, Day, Caldwell & Keeton, L.L.P., Houston, Texas. Peper, Martin, Jensen, Maichel and Hetlage, St. Louis, Missouri, will pass on certain legal matters for the Underwriters in connection with the Offering. EXPERTS The audited Consolidated Financial Statements of the Company included in this Prospectus and elsewhere in the Registration Statement have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their report with respect thereto, and included herein in reliance upon the authority of said firm as experts in accounting and auditing in giving said report. AVAILABLE INFORMATION This Prospectus constitutes a part of a Registration Statement on Form S-1 filed by the Company with the Commission under the Securities Act through the Electronic Data Gathering and Retrieval ("EDGAR") system with respect to the Common Stock offered hereby. This Prospectus omits certain of the information contained in the Registration Statement, and reference is hereby made to the Registration Statement and related exhibits and schedules for further information with respect to the Company and the Common Stock offered hereby. Any statements contained herein concerning the provisions of any document are not necessarily complete, and in each such instance reference is made to the copy of such document filed as an exhibit to the Registration Statement. Each such statement is qualified in its entirety by such reference. The Registration Statement and the exhibits and schedules forming a part thereof can be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and should also be available for inspection and copying at the following regional offices of the Commission: 7 World Trade Center, Suite 1300, New York, New York 10048; and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such material can be obtained from the Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Registration statements, reports, proxy and information statements filed through the EDGAR system are publicly available through the Commission's Internet web site at http://www.sec.gov. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000940034_american_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000940034_american_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..2c093bb81a98f22b75e93774adbc190745c59c63 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000940034_american_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Squire, Sanders & Dempsey L.L.P., Phoenix, Arizona. Benesch, Friedlander, Coplan & Aronoff LLP, Cleveland, Ohio, has acted as legal counsel for the Underwriters. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000941174_simcala_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000941174_simcala_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..34d99b9794357952e4de61ec663275f90d851715 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000941174_simcala_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters in connection with the issuance of the Exchange Notes have been passed upon for the Company by Alston & Bird LLP, Atlanta, Georgia. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000942133_garden_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000942133_garden_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..b76768c905b734e8e14533cb04f8f62758643181 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000942133_garden_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Gray Cary Ware & Freidenrich LLP, San Diego, California. Certain legal matters will be passed upon for the Underwriters by Fried, Frank, Harris, Shriver & Jacobson, a partnership including professional corporations, Los Angeles, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000943487_millburn_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000943487_millburn_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..8f120f360502969ca54967b05ea4b138d7f090b2 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000943487_millburn_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Legal matters in connection with the Units being offered hereby are passed upon for the Managing Owner by Sidley & Austin, Chicago, Illinois and Richards, Layton & Finger, Wilmington, Delaware. Neither Sidley & Austin nor Richards, Layton & Finger represent either the Trust or the Unitholders, although Sidley & Austin advises the Managing Owner on an ongoing basis, including concerning its responsibilities as Managing Owner and with respect to matters relating to the management of the Trust and the Managing Owner's obligations to the Unitholders. The state ments under "Federal Income Tax Aspects" have been reviewed by Sidley & Austin. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000944537_ftd-inc_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000944537_ftd-inc_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..54d5d8218522863cd54291869e5771369d2a8283 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000944537_ftd-inc_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Shares will be passed upon for the Company by Schulte Roth & Zabel LLP. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000944753_scriptgen_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000944753_scriptgen_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..d86ac7b4ed14d3c0b28ecff6883c0728336c315b --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000944753_scriptgen_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Fulbright & Jaworski L.L.P., New York, New York. Certain legal matters in connection with the Offering will be passed upon for the Underwriters by Brobeck, Phleger & Harrison LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000945131_communicat_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000945131_communicat_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..a8351672687d831495a88823c6166140aeb18766 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000945131_communicat_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon by Parcel Mauro PC, Denver, Colorado. Parcel Mauro PC has represented Cruttenden Roth Incorporated from time to time in other matters. Certain legal matters will be passed upon for the Underwriters by Berliner Zisser Walter & Gallegos, P.C., Denver, Colorado. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000945688_sportsline_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000945688_sportsline_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..68fdf45527069aebef48fe86d981c72341da294f --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000945688_sportsline_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Greenberg Traurig, P.A., Miami, Florida. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000948263_giga_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000948263_giga_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..cf5f5d683d360b79c1d38a47d22c30dbfc358dbd --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000948263_giga_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered by the Company hereby will be passed upon for the Company by Weil, Gotshal & Manges LLP, New York, New York. Certain legal matters in connection with this Offering will be passed upon for the Underwriters by Brobeck, Phleger & Harrison LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000949091_smart_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000949091_smart_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..93257758ffed887ffb02127c2a5c886d884651a2 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000949091_smart_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Morgan, Lewis & Bockius LLP. Certain legal matters will be passed upon for the Underwriters by Alston & Bird LLP, Atlanta, Georgia. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000949175_sensus_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000949175_sensus_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..7e22cdf8079e0446be58741019e0d06bad9c543d --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000949175_sensus_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the validity of the shares of Common Stock offered hereby will be passed upon for the Company by Cooley Godward LLP, Palo Alto, California. Certain legal matters relating to the Offerings will be passed upon for the Underwriters by Brown & Wood LLP, New York, New York. Certain legal matters with respect to information contained in this Prospectus under the captions "Risk Factors--No Assurance of Marketing Approval; Government Regulation" and "Business--Government Regulation" will be passed upon by Hyman, Phelps & McNamara, P.C. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000949857_diamond_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000949857_diamond_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..be780646d950a9fd568f210bb4ac82890a81bf75 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000949857_diamond_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS AND INTEREST OF COUNSEL The Company will rely on an opinion given by Jackson L. Morris, Esq., Tampa, Florida, as to the legality of the Shares. Mr. Morris is the holder of 200,000 Shares of the Company's Common Stock and warrants to purchase 12,500 shares at $2.00 per share. EXPERTS The audited financial statements of the Company as of December 31, 1997 and for the year then ended have been audited by Moore Stephens Lovelace, P.A., independent certified public accountants, as stated in their opinion and have been included in reliance upon authority of that firm as experts in accounting and auditing. The audited financial statements of the Company as of December 31, 1996 and for each of the two years in the period then ended included in this Prospectus have been audited by Ernst & Young, LLP, independent certified public accountants, as stated in their opinion, and have been included in reliance upon the authority of that firm as experts in accounting and auditing. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE. Effective February 20, 1998, Ernst & Young LLP resigned as independent auditor of the Registrant. The reports of Ernst & Young LLP on the Registrant's consolidated financial statements for the past two fiscal years did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to audit scope or accounting principles. The reports of Ernst & Young LLP included an explanatory paragraph expressing substantial doubt about the Registrant's ability to continue as a going concern. In connection with the audits of the Registrant's consolidated financial statements for each of the two years ended December 31, 1996, and in the subsequent interim periods, there were no disagreements with Ernst & Young LLP on any matters of accounting principles or practices, financial statement disclosure, or auditing scope and procedures which, if not resolved to the satisfaction of Ernst & Young LLP, would have caused Ernst & Young LLP to make reference to the matter in their report. Ernst & Young LLP has furnished a letter addressed to the Commission stating that it agrees with the statements contained herein. A copy of that letter, dated February 25, 1998, is filed as an exhibit to the Company's Form 8-K dated February 25, 1998. Effective March 4, 1998, the Registrant engaged Moore Stephens Lovelace, P.L. to audit its 1997 consolidated financial statements. The decision to cease the registrant-auditor relationship between Registrant and Ernst & Young LLP and the engagement of Moore Stephens Lovelace, P.A. was not recommended or approved by the Registrant's Board of Directors. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0000949966_tamarack_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0000949966_tamarack_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..2fd5b2356b034c479d9325f504a07260ea7e448c --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0000949966_tamarack_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters relating to the Notes will be passed upon for the Issuer by Donohoe, Jameson & Carroll, P.C., Dallas, Texas, counsel to TFC, which has also delivered its opinion to the Issuer as to the federal income tax matters discussed under "Federal Income Tax Consequences." \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001000157_datawave_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001000157_datawave_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..e08ad5543a5e9567d5f71775ffec8a96fd9fab20 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001000157_datawave_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Shares offered hereby and certain other matters will be passed upon for the Company by Paul, Hastings, Janofsky & Walker LLP, San Francisco, California and Campney & Murphy, Vancouver, British Columbia. Certain legal matters will be passed upon for the Underwriters by Gray Cary Ware & Freidenrich LLP, Palo Alto, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001000495_visual_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001000495_visual_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..9dc1b1488c4fe8bd27c0f2fdf62a638dc0ea0262 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001000495_visual_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock being offered hereby and certain other legal matters regarding the shares of Common Stock will be passed upon for the Company by Piper & Marbury L.L.P., Washington, D.C., counsel to the Company. Certain legal matters in connection with the Offerings will be passed upon for the Underwriters by Hale and Dorr LLP, Washington, D.C. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001002211_doane-pet_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001002211_doane-pet_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..d2f756a4e77033663fa0bec6e7f8cb53d88ead5b --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001002211_doane-pet_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the Notes offered hereby will be passed upon for the Company by Vinson & Elkins L.L.P., Houston, Texas. Certain legal matters in connection with the sale of the Notes offered hereby will be passed upon for the Underwriters by Andrews & Kurth L.L.P., Houston, Texas. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001002276_combichem_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001002276_combichem_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..cc83cd9443d065059900066f08c94f8c0bdfdcf0 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001002276_combichem_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Brobeck, Phleger & Harrison LLP, San Diego, California. Partners of such firm own 2,500 shares of the Company's Common Stock. Certain legal matters will be passed upon for the Underwriters by Cooley Godward LLP, San Diego, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001003282_internet_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001003282_internet_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..54661efcd982b2a69765bd8521894161f7d65197 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001003282_internet_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters regarding this offering will be passed upon for the Company by Hall & Evans, L.L.C., Denver, Colorado, special counsel to the Company. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001003390_silverstar_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001003390_silverstar_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..b2e68fab85278e9d8f31af69aa86780864c2099a --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001003390_silverstar_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock and Debentures offered hereby has been passed upon for the Company by Conyers, Dill & Pearman, Bermuda counsel for the Company. Certain legal matters have been passed upon for the Company by Parker Chapin Flattau & Klimpl, LLP, New York, New York, United States counsel for the Company. A partner of Parker Chapin Flattau & Klimpl, LLP owns shares of the Company's Class B Common Stock. Certain other legal matters have been passed on by Webber Wentzel Bowens, Johannesburg, South Africa, South African counsel for the Company. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001003512_all-tech_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001003512_all-tech_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..439906b0c264ddf93ef21de069c61205ca72a3ec --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001003512_all-tech_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the Common Stock offered hereby will be passed upon for the Company by Sichenzia, Ross & Friedman LLP, located in New York, New York. Orrick, Herrington & Sutcliffe LLP, New York, New York, has acted as counsel for the Underwriters in connection with the Offering. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001003515_hines_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001003515_hines_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..ad21be618bf6d551dbf2b0ffb556ec98b0b8cf50 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001003515_hines_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock being offered hereby and certain other legal matters relating to the Offering will be passed upon for the Company by Kirkland & Ellis (a partnership which includes professional corporations), Chicago, Illinois. Latham & Watkins, Chicago, Illinois, will act as counsel for the Underwriters. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001003725_virtual_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001003725_virtual_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..f6aa28bfe2561b0e7454f16d238e42f0906e9b4a --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001003725_virtual_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by O'Melveny & Myers LLP, Newport Beach, California. Certain legal matters will be passed upon for the Underwriters by Reid & Priest LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001004154_dakota_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001004154_dakota_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..8e5fbed434d574f57bacd1aaae26e986a734c42c --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001004154_dakota_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Membership Stock and Equity Stock offered hereby and certain other matters will be passed upon for the Company by Doherty, Rumble & Butler P.A., St. Paul, Minnesota. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001004539_airplanes_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001004539_airplanes_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..caf36d2a5d5955aef124312d30cf7e74d7fa9109 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001004539_airplanes_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters relating to the 1998 Refinancing Certificates offered hereby and the 1998 Refinancing Notes will be passed upon for Airplanes Limited and Airplanes Trust by Davis Polk & Wardwell, New York, New York, United States counsel for Airplanes Limited and Airplanes Trust, and Potter Anderson & Corroon LLP, Delaware counsel to Airplanes Trust. Certain legal matters relating to the 1998 Refinancing Notes will be passed upon for Airplanes Limited by Mourant du Feu & Jeune, Jersey counsel to Airplanes Limited. Certain legal matters relating to the 1998 Refinancing Certificates offered hereby and the 1998 Refinancing Notes will be passed upon for the Underwriters by Shearman & Sterling, London, England, United States counsel for the Underwriters. Prospective investors should consider the applicability of statutes, rules, regulations, orders, guidelines or agreements generally governing investments made by a particular investor including, but not limited to, "prudent investor" provisions and percentage-of-assets limitations. Investors should consult their own legal advisors in determining whether and to what extent the Certificates constitute legal investment for such investors. The Trustee, Airplanes Limited, Airplanes Trust and the Underwriters make no representation as to the proper characterization of the 1998 Refinancing Certificates for legal investment or financial institution regulatory purposes, or as to the ability of particular investors to purchase 1998 Refinancing Certificates under applicable legal investment restrictions. The uncertainties described above (and any unfavorable future determinations concerning legal investment or financial institutions regulatory characteristics of the 1998 Refinancing Certificates) may adversely affect the liquidity of the 1998 Refinancing Certificates. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001004540_airplanes_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001004540_airplanes_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..caf36d2a5d5955aef124312d30cf7e74d7fa9109 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001004540_airplanes_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters relating to the 1998 Refinancing Certificates offered hereby and the 1998 Refinancing Notes will be passed upon for Airplanes Limited and Airplanes Trust by Davis Polk & Wardwell, New York, New York, United States counsel for Airplanes Limited and Airplanes Trust, and Potter Anderson & Corroon LLP, Delaware counsel to Airplanes Trust. Certain legal matters relating to the 1998 Refinancing Notes will be passed upon for Airplanes Limited by Mourant du Feu & Jeune, Jersey counsel to Airplanes Limited. Certain legal matters relating to the 1998 Refinancing Certificates offered hereby and the 1998 Refinancing Notes will be passed upon for the Underwriters by Shearman & Sterling, London, England, United States counsel for the Underwriters. Prospective investors should consider the applicability of statutes, rules, regulations, orders, guidelines or agreements generally governing investments made by a particular investor including, but not limited to, "prudent investor" provisions and percentage-of-assets limitations. Investors should consult their own legal advisors in determining whether and to what extent the Certificates constitute legal investment for such investors. The Trustee, Airplanes Limited, Airplanes Trust and the Underwriters make no representation as to the proper characterization of the 1998 Refinancing Certificates for legal investment or financial institution regulatory purposes, or as to the ability of particular investors to purchase 1998 Refinancing Certificates under applicable legal investment restrictions. The uncertainties described above (and any unfavorable future determinations concerning legal investment or financial institutions regulatory characteristics of the 1998 Refinancing Certificates) may adversely affect the liquidity of the 1998 Refinancing Certificates. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001005509_tmci_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001005509_tmci_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..5c0433ef5d97cbc32f4ef692e897d8528775914e --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001005509_tmci_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the securities being offered hereby have been passed upon for the Company by Rosenblum, Parish & Isaacs, P.C., 160 West Santa Clara Street, Suite 1500, San Jose, California 95133. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001005653_new_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001005653_new_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..d1e4826a8f38bf73f50f356f0e822fcfd1d1ceeb --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001005653_new_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Harwell Howard Hyne Gabbert & Manner, P.C., Nashville, Tennessee. Certain legal matters will be passed upon for the Underwriters by Alston & Bird LLP, Atlanta, Georgia. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001007519_praegitzer_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001007519_praegitzer_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..e3c360fb39a82583c53dad4c2dfe72e8f6917460 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001007519_praegitzer_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Notes will be passed upon for the Company by Stoel Rives LLP, Portland, Oregon. Certain legal matters relating to the offering will be passed upon for the Underwriters by Irell & Manella LLP, Los Angeles, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001007594_pcd-inc_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001007594_pcd-inc_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..84e39a5041eaa004e04bc44c2a16adabde956199 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001007594_pcd-inc_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock being offered hereby will be passed upon for the Company by Hill & Barlow, a Professional Corporation, Boston, Massachusetts. Certain legal matters in connection with this offering will be passed upon for the Underwriters by Hale and Dorr LLP, Boston, Massachusetts. Certain partners of Hale and Dorr LLP hold in the aggregate 7,060 shares of Common Stock of the Company. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001009569_success_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001009569_success_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..99891b771ce7231295bbbaf29ddcb2a768e7ee52 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001009569_success_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain matters of Delaware law relating to the validity of the Trust Preferred Securities, the enforceability of the Trust Agreement and the creation of Success Capital will be passed upon by Morris, Nichols, Arsht & Tunnell, special Delaware counsel to Success Bancshares and Success Capital. The validity of the Guarantee and the Junior Subordinated Debentures and certain matters relating to United States federal income tax considerations will be passed upon for Success Bancshares by Much Shelist Freed Denenberg Ament Bell & Rubenstein, P.C., Chicago, Illinois. Certain legal matters will be passed upon for the Underwriters by Barack Ferrazzano Kirschbaum Perlman & Nagelberg, Chicago, Illinois. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001009988_sterigenic_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001009988_sterigenic_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..8622471aaeabb44ec3abcac83cf48865508514a4 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001009988_sterigenic_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares offered hereby and general corporate legal matters will be passed upon for the Company by Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP ("Gunderson Dettmer"), Menlo Park, California. Carla S. Newell, a partner of Gunderson Dettmer, is the Secretary of the Company. Certain legal matters relating to the sale of the shares of Common Stock in the offering will be passed upon for the Underwriters by Morrison & Foerster LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001010002_columbia_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001010002_columbia_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..ffc088793307c98ad908648df839f9f1f03194da --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001010002_columbia_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered by this Prospectus and certain other legal matters will be passed upon for Columbia by its outside counsel, Bennett H. Goldstein, Attorney at Law, Portland, Oregon. Certain legal matters will be passed upon for the Underwriters by the law firm of Graham & Dunn PC, Seattle, Washington. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001010026_3dfx_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001010026_3dfx_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..2397e4514916d064752fe968bbb96800cefdd4a2 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001010026_3dfx_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Wilson Sonsini Goodrich & Rosati, P.C., Palo Alto, California. Certain legal matters in connection with this offering will be passed upon for the Underwriters by Brobeck, Phleger & Harrison LLP, Palo Alto, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001010235_spincycle_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001010235_spincycle_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..0b24fb536986b5220b4d079faabb009f0a3a3210 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001010235_spincycle_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters in connection with the registration of the Warrants and Warrant Shares pursuant to this Prospectus will be passed upon for the Company by Pedersen & Houpt, P.C., Chicago, Illinois. Peer Pedersen and John H. Muehlstein, directors of the Company, are also partners of Pedersen & Houpt, P.C. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001010724_usweb-corp_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001010724_usweb-corp_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..e17e498d7d57b37cf2634864cd274d0a2dd0ca46 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001010724_usweb-corp_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the validity of the issuance of the shares of Common Stock offered hereby will be passed upon for the Company by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California. Attorneys employed by Wilson Sonsini Goodrich & Rosati, or investment partnerships of which they are the beneficial owners, hold approximately 7,000 shares of Common Stock. Certain legal matters in connection with this offering will be passed upon for the Underwriters by Morrison & Foerster LLP, San Francisco, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001010788_zomax-inc_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001010788_zomax-inc_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..c98c9e82939a8528ba186103c4a1b999721e2d7b --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001010788_zomax-inc_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Fredrikson & Byron, P.A. Certain legal matters for the Underwriters will be passed upon by Briggs and Morgan, Professional Association. Certain legal matters for the Selling Shareholders will be passed upon by . \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001011418_intervu_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001011418_intervu_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..b3752eda2455c6492f135ab8909c376cd2bd292a --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001011418_intervu_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The legality of the Common Stock offered hereby will be passed upon for the Company by Latham & Watkins, San Diego, California. Certain legal matters in connection with the Offering will be passed upon for the Underwriters by Orrick, Herrington & Sutcliffe LLP, San Francisco, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001012704_drivetime_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001012704_drivetime_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..03be9188f1040bcc8de7a178033ad4bc52077f67 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001012704_drivetime_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the securities offered hereby is being passed upon for the Company by Snell & Wilmer L.L.P., Phoenix, Arizona. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001012957_epi_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001012957_epi_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..6a14fe6a5b52d4afe2a6d8640e973cd7e2eb37aa --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001012957_epi_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The legality of the Common Stock and Warrants offered hereby will be passed on for the Company by Benesch, Friedlander, Coplan & Aronoff LLP, Cleveland, Ohio. Zimet, Haines, Friedman & Kaplan, New York, New York, has acted as counsel to the Underwriter in connection with this Offering. Benesch, Friedlander, Coplan & Aronoff LLP provides legal services to Meridian. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001013334_aspect_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001013334_aspect_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..d93cb86c221715f977a7378b5b726a2acd832069 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001013334_aspect_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The legality of the Shares is being passed upon by Gray Cary Ware & Freidenrich LLP, Palo Alto, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001013740_exds-inc_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001013740_exds-inc_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..a63b919d7f47f539b61328c156eedeb54ea3a168 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001013740_exds-inc_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the shares of Common Stock offered hereby will be passed upon for the Company by Fenwick & West LLP, Palo Alto, California. Certain legal matters in connection with this offering will be passed upon for the Underwriters by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001013787_avteam-inc_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001013787_avteam-inc_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..14f798199cdab7ef3b9b97307e71cf257b7f73b6 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001013787_avteam-inc_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Class A Common Stock offered hereby will be passed upon for the Company by Baker & McKenzie, Miami, Florida. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001014747_agility_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001014747_agility_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..e3514901278f17841f87a16e1a0c49da75ec20e1 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001014747_agility_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the securities offered hereby will be passed upon for the Company by Jones, Day, Reavis & Pogue, Dallas, Texas and for the Underwriters by Wolin, Ridley & Miller LLP, Dallas, Texas. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001016125_ultimate_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001016125_ultimate_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..9f00c412a085230ed16893fa42d6d7deef6fad1c --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001016125_ultimate_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of the Common Stock offered hereby will be passed upon for the Company by Dewey Ballantine LLP, New York, New York. Certain legal matters relating to the sale of the Common Stock offered hereby will be passed upon for the Underwriters by Brobeck, Phleger & Harrison LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001016182_fitness_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001016182_fitness_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..9d1f3c9e65ea694393914bd5076287112ab6b8c8 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001016182_fitness_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock will be passed upon for the Company, by White & Case LLP, New York, New York. Certain legal matters relating to the Offerings will be passed upon for the Underwriters by Shearman & Sterling, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001016503_quest_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001016503_quest_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..469d7a8654df12b57b5d76dbb2f55d1f9dae630b --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001016503_quest_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock being offered hereby will be passed upon for the Company by Greenberg Traurig Hoffman Lipoff Rosen & Quentel, P.A., West Palm Beach, Florida and for the Underwriters by Dewey Ballantine LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001016572_rental_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001016572_rental_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..55c287f632d8450f5d370583341af399005d416d --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001016572_rental_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby and certain other legal matters in connection with the Offerings will be passed upon for the Company by Latham & Watkins, Los Angeles, California. Certain partners of Latham & Watkins, members of their families, related persons and others have an indirect interest in, through a limited partnership, less than 1% of the Common Stock of the Company. Such persons do not have the power to vote or dispose of such shares. Certain legal matters in connection with the Offerings will be passed upon for the Underwriters by Simpson Thacher & Bartlett. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001016741_grand_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001016741_grand_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..bb78d5381bcc51a61f84df2d37b56c27f07abfdd --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001016741_grand_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the Common Stock offered hereby will be passed upon for the Company by the law firm of Reid & Priest LLP, New York, New York, as counsel to the Company in connection with this Offering. Certain legal matters relating to the sale of the Common Stock will be passed upon for the Underwriters by Greenberg Traurig Hoffman Lipoff Rosen & Quentel New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001016794_vysis-inc_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001016794_vysis-inc_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..41823da475ba1116206a68473a1361b6af2e5fe7 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001016794_vysis-inc_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Mayer, Brown & Platt, Chicago, Illinois. Certain legal matters relating to this offering will be passed upon for the Underwriters by Willkie Farr & Gallagher, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001017648_adelphia_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001017648_adelphia_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..719d77b7222f18f6b79f59d0cadf463bc40fd77e --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001017648_adelphia_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Class A Common Stock offered hereby will be passed upon on behalf of the Company by Buchanan Ingersoll Professional Corporation, Pittsburgh, Pennsylvania. Certain legal matters will be passed upon on behalf of the Company by its special local regulatory counsel, Downs Rachlin & Martin PLLC, St. Johnsbury, Vermont; and Swidler & Berlin, Washington, D.C. Certain legal matters relating to the securities offered hereby will be passed upon on behalf of the Representatives by Latham & Watkins, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001017782_msn_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001017782_msn_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..38fc58501445ada853db052987392b2b585d7df5 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001017782_msn_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Notes offered hereby are being passed upon for the Company by Swidler Berlin Shereff Friedman, LLP, Washington, D.C. Certain legal matters relating to the Notes are being passed upon for the Underwriters by Cahill Gordon & Reindel (a partnership including a professional corporation), New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001018848_keebler_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001018848_keebler_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..c268e98728c63b97bcf04f94f6c755e01537238e --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001018848_keebler_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters in connection with the Common Stock offered hereby are being passed upon for Keebler by Winston & Strawn, Chicago, Illinois. Certain legal matters will be passed upon for the U.S. Underwriters and the Managers by Cravath, Swaine & Moore, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001019063_influence_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001019063_influence_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..efcc9df5d2bf49c6f39cdea924699063540e684e --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001019063_influence_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Shares offered hereby will be passed upon for the Company by Arnold & Porter, New York, New York, and for the Underwriters by Testa, Hurwitz & Thibeault, LLP, Boston, Massachusetts. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001019101_texas_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001019101_texas_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..c2f357d52a60902c0bf57871fb9ee9c354f20e63 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001019101_texas_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the original issuance and sale of the Discount Notes are being passed upon for the Company by Bracewell & Patterson, L.L.P., Houston, Texas. Certain members of Bracewell & Patterson, L.L.P. own less than .5% of the outstanding Common Stock of Holdings. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001020258_vision_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001020258_vision_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..ddac3fccb4c6802137700afddec0c246190af309 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001020258_vision_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters in connection with the sale of the shares of Common Stock offered hereby will be passed upon for the Company by Shumaker, Loop & Kendrick, LLP, Tampa, Florida. Members in the law firm of Shumaker, Loop & Kendrick, LLP own an aggregate of approximately 20,000 shares of Common Stock as of May 11, 1998. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001020616_lason-inc_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001020616_lason-inc_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..3735471807ed9578e5427a6b7b87f5fa4ee2a32e --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001020616_lason-inc_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters in connection with the sale of the shares of Common Stock offered by the Company and the Selling Stockholders will be passed upon by Seyburn, Kahn, Ginn, Bess, Deitch and Serlin, P.C., Southfield, Michigan. Laurence B. Deitch, a shareholder of Seyburn, Kahn, Ginn, Bess, Deitch and Serlin, P.C., owns 1,000 shares of the Company's Common Stock. Certain legal matters will be passed on for the Underwriters by King & Spalding, Atlanta, Georgia. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001020950_ragen_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001020950_ragen_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..316730ac03a3528af50391828aceb4f86348b7b4 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001020950_ragen_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters will be passed on for the Company by Perkins Coie LLP, Seattle, Washington. Certain legal matters will be passed on for the Underwriters by Graham & James LLP/Riddell Williams P.S. Certain legal matters will be passed on for the Selling Shareholders by Preston Gates & Ellis LLP. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001021907_trianon_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001021907_trianon_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..d35763d9bd0a63034b9eb1f6fcae398933629673 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001021907_trianon_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters regarding the issuance of the Common Stock offered hereby have been passed upon for the Company by Shearman & Sterling. The validity of the Common Stock will be passed upon for the Underwriters by Sullivan & Cromwell. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001022097_turbodyne_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001022097_turbodyne_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..0874c5012a327cd368f5e1db0278afe9f49ec7ab --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001022097_turbodyne_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by O'Neill & Company, Barristers & Solicitors, of Suite 1880, 1055 West Georgia Street, Vancouver, British Columbia V6E 3P3. ACCOUNTANTS On January 28, 1998, the Company appointed KPMG Peat Marwick LLP ("KPMG") to replace Morgan & Company, Chartered Accountants ("Morgan") as independent auditors of the Company. Morgan resigned as the Company's auditors on the same date. The decision to engage KPMG as the Company's independent auditors was approved by the Company's board of directors. There were no reportable disagreements with Morgan nor any reportable events, in each case within the meaning of Rule 304 of Regulation S-K of the Securities and Exchange Commission. The report of Morgan on the Company's consolidated financial statements for the years ended December 31, 1996 and 1995 contained no adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principle. There was no similar reservation by Morgan with respect to any interim financial information for any subsequent period preceding the effective date of the Company's change in accountants. The consolidated balance sheet as of December 31, 1997 and the consolidated statement of operations, stockholders' equity and cash flows for the fiscal year ended December 31, 1997 included in this Prospectus have been included herein in reliance upon the report of KPMG Peat Marwick, independent public accountants. The consolidated balance sheet as of December 31, 1996 and 1995 and the consolidated statements of operations, stockholders' equity and cash flows for the fiscal years ended December 31, 1996 and 1995 included in this Prospectus have been included herein in reliance upon the report of Morgan and Company, chartered accountants. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001022438_trammell_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001022438_trammell_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..4069c8f48298cbf01ebcac23a52851afa37ed328 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001022438_trammell_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Vinson & Elkins L.L.P., Dallas, Texas. Certain legal matters related to the offering will be passed upon for the Underwriters by Shearman & Sterling, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001022657_aetna_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001022657_aetna_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..d35763d9bd0a63034b9eb1f6fcae398933629673 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001022657_aetna_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters regarding the issuance of the Common Stock offered hereby have been passed upon for the Company by Shearman & Sterling. The validity of the Common Stock will be passed upon for the Underwriters by Sullivan & Cromwell. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001022911_panavision_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001022911_panavision_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..7ea6e1c8c0f838c7f5e9acbb0493b7ee8f17fd01 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001022911_panavision_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the validity of the issuance of the New Notes will be passed upon for the Company by Paul, Weiss, Rifkind, Wharton & Garrison, New York, New York. Skadden, Arps, Slate, Meagher & Flom LLP has acted as counsel for the Company in connection with the Exchange Offer. Skadden, Arps, Slate, Meagher & Flom LLP and Paul, Weiss, Rifkind, Wharton & Garrison have from time to time represented, and may continue to represent, MacAndrews & Forbes and certain of its affiliates (including the Company and Revlon, Inc.) in connection with certain legal matters. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001023186_abc_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001023186_abc_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..969d04f6c30fc42c57a22e16ac681ef1baf5a20b --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001023186_abc_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Notes will be passed upon for the Company by Squadron, Ellenoff, Plesent & Sheinfeld, LLP, New York, New York. The Company has been advised by Troop Meisinger Steuber & Pasich, LLP, Los Angeles, California and Squadron, Ellenoff, Plesent & Sheinfeld, LLP, New York, New York with respect to the Exchange Offer. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001023973_omniquip_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001023973_omniquip_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..2670f03d83d120fc8f9a1c01359398a1ceb4ad33 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001023973_omniquip_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the validity of the issuance of the Common Stock offered hereby have been passed upon for the Company by Dickstein Shapiro Morin & Oshinsky LLP, Washington, D.C. Dickstein Shapiro Morin & Oshinsky LLP has in the past represented, and continues to represent, Uniquip L.P., Investments L.P. and their respective affiliates with respect to various matters unrelated to the Company as well as in connection with their ownership of capital stock of the Company. Certain legal matters in connection with the Offering will be passed upon for the Underwriters by Sidley & Austin, Chicago, Illinois. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001024096_balanced_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001024096_balanced_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..e3b15986891f3c22ecaa4690cc676f65303b6d9f --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001024096_balanced_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Kirkpatrick & Lockhart LLP, Pittsburgh, Pennsylvania. Certain legal matters in connection with the validity of the shares of Common Stock offered hereby will be passed upon for the Underwriters by Shearman & Sterling, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001024302_inktomi_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001024302_inktomi_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..16480ea64e9c1d76d73611f51e55d7c415bf7603 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001024302_inktomi_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for Inktomi by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California. Certain legal matters will be passed upon for the Underwriters by Venture Law Group, A Professional Corporation, Menlo Park, California. As of the date of this prospectus, WS Investment Company 97A, an investment partnership composed of certain current and former members of and persons associated with Wilson Sonsini Goodrich & Rosati, Professional Corporation, beneficially owns an aggregate of 12,829 shares of Inktomi's Common Stock. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001024321_beverly_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001024321_beverly_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..f5e83190dff08c728e214c239ad565e525c26497 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001024321_beverly_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby is being passed upon for the Company by Proskauer Rose LLP, New York, New York. Certain legal matters in connection with the Common Stock offered hereby will be passed upon for the Underwriters by Gibson, Dunn & Crutcher LLP, Orange County, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001025148_mobius_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001025148_mobius_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..c0fdc02b6542d2f7420ad9718d106ff68770f3f7 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001025148_mobius_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered by this Prospectus will be passed upon for the Company and the Selling Stockholders by Kramer, Levin, Naftalis & Frankel, New York, New York. Mr. Kopelman, a partner at Kramer Levin, is a director of the Company and owns options to purchase 10,000 shares of Common Stock that were granted to him pursuant to the Directors' Plan. Certain legal matters will be passed upon for the Underwriters by Hale and Dorr LLP, Boston, Massachusetts. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001025573_natrol-inc_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001025573_natrol-inc_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..58a22e49dbc00e67121b1cdd2cc6a745c4cbfcff --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001025573_natrol-inc_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Goodwin, Procter & Hoar LLP, Boston, Massachusetts. Certain legal matters related to this offering will be passed upon for the Underwriters by Hale and Dorr LLP, Boston, Massachusetts. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001026304_buckhead_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001026304_buckhead_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..8af43da865247e383a0d6171bed0295fe1d71608 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001026304_buckhead_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the shares of the Common Stock offered hereby will be passed upon for the Company by Morris, Manning & Martin, L.L.P., Atlanta, Georgia. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001026459_aramex_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001026459_aramex_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..a660406ee3a7eebe14d36d5be0a5b9b5b8828479 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001026459_aramex_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Stock of Common Stock offered hereby and certain other matters of Bermuda law will be passed upon for the Company by Conyers Dill & Pearman, located in Hamilton, Bermuda. Ali Sharif Zu'bi & Sharif Ali Zu'bi Law Firm, located in Amman, Jordan, has acted as counsel to the Company and certain of the Selling Shareholders with respect to certain matters of Jordanian law. Certain legal matters with respect to United States law will be passed upon for the Company and certain of the Selling Shareholders by Orrick, Herrington & Sutcliffe LLP, located in New York, New York. Certain legal matters will be passed upon for the Underwriters by Hunton & Williams, located in Richmond, Virginia. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001026471_yurie_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001026471_yurie_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..6ad8836b3ade096d8e6647591e9cd5b59f4fa481 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001026471_yurie_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Selling Stockholders by Fried, Frank, Harris, Shriver & Jacobson, Washington, DC. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001026816_metro_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001026816_metro_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..f39fc7b5266a7d72005f10ddd427f9d5a73eb6c4 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001026816_metro_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the shares of the Common Stock offered hereby will be passed upon for the Company by Gibson, Dunn & Crutcher LLP, Los Angeles, California. Certain matters in connection with the Rights Offering will be passed upon for the Dealer Managers by O'Melveny & Myers LLP, Los Angeles, California, which represents the Company with respect to unrelated matters, and may continue to do so in the future. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001027429_physicians_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001027429_physicians_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..b0b9c327c1b79235a79809368bd9f8da28be53b8 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001027429_physicians_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Bachner, Tally, Polevoy & Misher LLP, New York, New York. Certain legal matters will be passed upon for the Underwriters by Gibson, Dunn & Crutcher LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001027584_wesley_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001027584_wesley_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..31564e1f9c29f5fe006d64096ca078f36d671459 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001027584_wesley_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Kirkland & Ellis, Chicago, Illinois (a partnership which includes professional corporations). Certain current and former partners of Kirkland & Ellis collectively purchased an aggregate of 87,116 shares of Common Stock in the Wesley Jessen Acquisition. Kirkland & Ellis has from time to time represented, and may continue to represent, Bain Capital and certain of its affiliates (including the Company) in connection with certain legal matters. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001027706_netvalue_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001027706_netvalue_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..22e3f365f8b050a460ce7990f0a7b40504787d74 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001027706_netvalue_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Klehr, Harrison, Harvey, Branzburg & Ellers LLP, Philadelphia, Pennsylvania. Legal matters for the Underwriter will be passed upon by Berlack, Israels & Liberman LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001028339_new-era_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001028339_new-era_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..3bfaddf2e9fa2caf7e216f80d595eee09987f64f --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001028339_new-era_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California. Certain legal matters in connection with the offering will be passed upon for the Underwriters by Cooley Godward LLP, Boulder, Colorado. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001028637_corgi_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001028637_corgi_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..1e4aaaec02e0c1e23aa7885140a060858b546758 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001028637_corgi_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters are being passed upon for the Company by its U.S. counsel, Cooley Godward LLP, San Francisco, California. The validity of the issuance of the Shares and certain legal matters as to Hong Kong law are being passed upon for the Company by Robert W.H. Wang & Co., Hong Kong, and certain legal matters as to PRC law are being passed upon for the Company by the Guangzhou Law Office, Guangzhou, the PRC. Certain legal matters as to U.S. law are being passed upon for the Underwriters by Heller Ehrman White & McAuliffe, Palo Alto and San Francisco, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001028751_probusines_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001028751_probusines_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..3dfab9615cd9676f352a91e8990c566ec1346786 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001028751_probusines_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The legality of the issuance of the shares of Common Stock offered hereby will be passed upon for the Company by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California. As of June 30, 1998, certain members of Wilson Sonsini Goodrich & Rosati, P.C. beneficially owned an aggregate of 27,603 shares of the Company's Common Stock. Certain legal matters in connection with this Offering will be passed upon for the Underwriters by Cooley Godward LLP, San Francisco, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001029267_tucker_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001029267_tucker_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..ce09d589092fc4e0d4c129f9c7fe901c3c5940d1 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001029267_tucker_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Selling Stockholders by Hutchins, Wheeler & Dittmar, A Professional Corporation, Boston, Massachusetts. Certain stockholders of Hutchins, Wheeler & Dittmar are limited partners in THL-CCI, L.P. and, as a result, may be deemed to have a beneficial interest in 6,363 shares of Common Stock. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001029281_boron_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001029281_boron_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..8ae7049864f4649a5f15dcdeb5fd422d7f45f5e2 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001029281_boron_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Goodwin, Procter & Hoar LLP, Boston, Massachusetts. Certain legal matters related to this offering will be passed upon for the Underwriters by Paul, Weiss, Rifkind, Wharton & Garrison, New York, New York. As of the date of this Prospectus, a total of approximately 20,532 shares of Common Stock were beneficially owned by partners of Goodwin, Procter & Hoar LLP. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001029443_spigadoro_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001029443_spigadoro_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..0f2a3f2f349f37c77462ab9f961c5461046dad28 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001029443_spigadoro_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the securities offered hereby will be passed upon for the Company by Baker & McKenzie, New York, New York. Certain legal matters related to this Offering will be passed upon for the Underwriter by Bachner, Tally, Polevoy & Misher LLP, New York, New York. Baker & McKenzie, New York will rely, without independent verification, on the opinion of Baker & McKenzie, Zurich and Baker & McKenzie, Munich as to matters of Swiss and German law, respectively. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001029787_town_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001029787_town_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..e0d0690e9c9a04ac48866d82a2e68509a3f2b746 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001029787_town_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the validity of the Common Stock being offered hereby will be passed upon for the Company by Kirkland & Ellis (a partnership which includes professional corporations), New York, New York. Certain legal matters relating to the Offering will be passed upon for the Underwriters by Cahill Gordon & Reindel (a partnership including a professional corporation), New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001030179_med-emerg_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001030179_med-emerg_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..c1d1c5c9bfb43a8826254c62b1d4d4bb0709a746 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001030179_med-emerg_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the securities which are being offered hereby will be passed upon for the Company by Borden & Elliott (Canadian counsel) and Gersten, Savage, Kaplowitz & Fredericks, LLP (U.S. counsel), 101 East 52nd Street, New York, New York 10022. Gersten Savage has in the past represented Network 1 Financial Securities, Inc. and may continue to do so in the future. Certain legal matters will be passed upon for the Underwriters by Snow Becker Krauss P.C., 605 Third Avenue, New York 10158-0125. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001030339_ngen-inc_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001030339_ngen-inc_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..ca255ff2a70fa8434a73631b336c580a7b745e43 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001030339_ngen-inc_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the validity of the Common Stock offered hereby will be passed upon for the Company by Pillsbury Madison & Sutro LLP, San Francisco, California. A member of Pillsbury Madison & Sutro LLP owns 5,000 shares of Common Stock. Certain legal matters in connection with this offering will be passed upon for the Underwriters by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001030965_evercom_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001030965_evercom_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..dbba290cc4b330aac9fa5e7c4bca600ea4778ca6 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001030965_evercom_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Hughes & Luce, L.L.P., Dallas, Texas. Certain legal matters in connection with the sale of shares of Common Stock in the Offering will be passed upon for the Underwriters by Shearman & Sterling, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001031283_entrust_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001031283_entrust_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..dfbdfe8d8c6ee05c91da70ee863e26ccd461eabc --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001031283_entrust_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Hale and Dorr LLP, Boston, Massachusetts, and for the Underwriters by Ropes & Gray, Boston, Massachusetts. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001031405_physicians_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001031405_physicians_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..58a81ff2ebad555bf6e868b08d51a9f56d7a7b7c --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001031405_physicians_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters in connection with the Common Stock being offered hereby will be passed upon for the Company by Chamberlain, Hrdlicka, White, Williams & Martin of Houston, Texas and Baker & Hostetler LLP of Houston, Texas, and for the Underwriters by Pepper Hamilton LLP. A member of Chamberlain, Hrdlicka, White, Williams & Martin holds 50,000 shares of Common Stock, 10 warrants to purchase $2,000 worth of Common Stock based on the share price under the Offering, exercisable at $.01 per share and the Company's $10,000 promissory note due June 30, 1998. A member of Baker & Hostetler holds 10,000 shares of Common Stock. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001031624_u-s_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001031624_u-s_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..fdf89313b8f16feca089194542be8f540a0f82e8 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001031624_u-s_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Wolf, Block, Schorr and Solis-Cohen LLP, Philadelphia, Pennsylvania, has rendered an opinion that the shares of Common Stock offered hereby will be legally issued, fully paid and non-assessable. Daniel Promislo, a director of the Company, is the Managing Director of Wolf, Block, Schorr and Solis-Cohen LLP and presently owns 37,025 shares of Common Stock. Cozen and O'Connor P.C., Philadelphia, Pennsylvania, has reviewed the matters set forth under "Risk Factors -- Government Regulation" and " -- Risks Related to Relationships with Third Party Payors" and "Business -- Reimbursement for Services" and " -- Government Regulation." The validity of the Common Stock will be passed upon for the Underwriters by Shearman & Sterling, New York, New York. Shearman & Sterling may rely as to matters of Pennsylvania law on the opinion of Wolf, Block, Schorr and Solis-Cohen LLP. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001031911_ingenuus_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001031911_ingenuus_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..325bb93975fe08c84c783bb1d292b0edc74abf8d --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001031911_ingenuus_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of shares of Common Stock offered hereby will be passed upon for the Company by Wilson Sonsini Goodrich & Rosati, P.C. ("WSG&R"), Palo Alto, California. Pillsbury Madison & Sutro LLP, Palo Alto, California, is acting as counsel for the Underwriters in connection with certain legal matters relating to the shares of Common Stock offered hereby. Jeffrey D. Saper, a member of WSG&R, is Secretary and a director of the Company. Mr. Saper owns 35,124 shares of Common Stock and 484 shares of Series A Redeemable Preferred Stock and he has been granted options to acquire an aggregate of 30,000 shares of Common Stock. As of the date of this Prospectus, certain members of WSG&R, and investment partnerships of which such persons are partners, beneficially own 140,922 shares of Common Stock and 161 shares of Series A Redeemable Preferred Stock. A portion of the proceeds from the offering will be used to redeem all of the outstanding Series A Redeemable Preferred Stock. See "Use of Proceeds." \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001032586_front_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001032586_front_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..a9758ec868f5c10657ce6ef7e2af1697d8dd68de --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001032586_front_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters will be passed upon for the Company by Robinson Silverman Pearce Aronsohn & Berman LLP, New York, New York, and for the Underwriters by Simpson Thacher & Bartlett, New York, New York. Robinson Silverman Pearce Aronsohn & Berman LLP and Simpson Thacher & Bartlett may rely as to matters of North Carolina law on the opinion of Brooks Pierce McLendon Murphy & Leonard, Greensboro, North Carolina. Herbert Teitelbaum, who is a member of Robinson Silverman Pearce Aronsohn & Berman LLP, beneficially owns 12,000 shares of Common Stock and warrants which are exercisable into an additional 5,942 shares of Common Stock. Mr. Teitelbaum's wife owns 43,108 shares of Common Stock, as to all of which shares Mr. Teitelbaum disclaims beneficial ownership. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001033032_silverleaf_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001033032_silverleaf_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..0915e4d677367ca43619ccfaf82db7f8dd7a7e9d --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001033032_silverleaf_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the Notes offered hereby will be passed upon for the Company by Meadows, Owens, Collier, Reed, Cousins & Blau, L.L.P., Dallas, Texas. Latham & Watkins, Los Angeles, California, is acting as counsel for the Underwriters in connection with the Note Offering. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001033864_docucorp_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001033864_docucorp_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..b2d2d64a7b62377e746faa81b51ac7ffc20400ba --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001033864_docucorp_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the rights and shares of Common Stock offered hereby will be passed upon for the Company by Morgan, Lewis & Bockius LLP, Philadelphia, Pennsylvania. Certain legal matters in connection with this offering are being passed upon for the Underwriters by Drinker Biddle & Reath LLP, Philadelphia, Pennsylvania. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001033903_e-com_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001033903_e-com_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..9cc59b78906660f61087b1dca2828b2c716c71bf --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001033903_e-com_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for E.Com by Preston Gates & Ellis LLP, 5000 Columbia Center, 701 Fifth Avenue, Seattle, Washington 98104. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001034088_eclipsys_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001034088_eclipsys_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..3898f36470f688e9f78f2dcaae129ae5163a868f --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001034088_eclipsys_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered by the Company hereby will be passed upon for the Company by Hale and Dorr LLP, Washington, D.C., and for the Underwriters by Davis Polk & Wardwell, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001034365_faroudja_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001034365_faroudja_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..bc80f98bb4a34608ae0f7542dd9a0ec1fb62748b --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001034365_faroudja_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Selling Stockholders by Buchalter, Nemer, Fields & Younger, a Professional Corporation, Los Angeles, California. Stuart D. Buchalter, of counsel to Buchalter, Nemer, Fields & Younger, is one of the Company's directors and beneficially owns 10,197 shares of Common Stock and options to purchase 6,515 shares of Common Stock granted pursuant to the Directors Plan. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001034687_natural_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001034687_natural_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..63766085fc32674cb655c76e74cef2912266d659 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001034687_natural_legal_matters.txt @@ -0,0 +1 @@ +CERTAIN LEGAL MATTERS The legality of the shares of Common Stock offered hereby will be passed upon for the Company by Katten Muchin & Zavis, Chicago, Illinois. Certain legal matters will be passed upon for the Underwriters by Latham & Watkins, Washington, D.C. EXPERTS The consolidated financial statements and financial statement schedules of the Company as of December 31, 1996 and 1997 and the related consolidated statements of operations, stockholders' deficit and cash flows for the years then ended (successor company) and the combined statements of operations and cash flows for the year ended December 31, 1995 and the period January 1, 1996 through April 15, 1996 (the Predecessor Company) included in the Registration Statement and this Prospectus have been audited by Deloitte & Touche LLP, independent accountants, as stated in their reports appearing herein and elsewhere in the Registration Statement, and are included in reliance upon the reports of such firm given upon their authority as experts in auditing and accounting. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001034755_brigham_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001034755_brigham_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..06fa49fafa436d0635cfee9ccb30314f28019c2f --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001034755_brigham_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters in connection with the securities being offered hereby will be passed upon for the Company by Thompson & Knight, P.C., Dallas, Texas. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001035104_advanced_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001035104_advanced_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..4beeacd06df7bd87007e54dd3a9cc966e1eaa9ac --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001035104_advanced_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the securities offered hereby will be passed upon for the Company by Venable, Baetjer and Howard, LLP, McLean, VA. Certain legal matters relating to the offering will be passed upon for the Underwriters by Hale and Dorr LLP, Washington, D.C. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001036081_peak_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001036081_peak_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..1f5b499ae3b5c351c00131bb215ccceebe824c87 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001036081_peak_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters in connection with the Offering will be passed upon for the Company, Luckygold and Mr. T.L. Li by Skadden, Arps, Slate, Meagher & Flom LLP, Hong Kong and New York, New York, Conyers Dill and Pearman, BVI and Bermuda, and Richards Butler. In rendering such opinions, Skadden, Arps, Slate, Meagher & Flom LLP may rely with respect to certain matters of Bermuda law on the opinion of Conyers Dill and Pearman and, with respect to certain matters of Hong Kong law, on the opinion of Richards Butler. Mr. Robin Nicholson, a partner of Richards Butler, is also a director of the Company. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001036296_bmj_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001036296_bmj_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..282c5ee9ad8cb927939e57ab51f9a9c5442808e2 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001036296_bmj_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon by O'Sullivan Graev & Karabell, LLP, New York, New York. Certain legal matters will be passed upon for the Underwriters by Cravath, Swaine & Moore, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001036297_rsl_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001036297_rsl_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..76a9be2b384b3e2e25dfe1993a17806905ec9534 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001036297_rsl_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Class A Common Stock offered hereunder will be passed upon for the Company by Conyers, Dill & Pearman, Hamilton, Bermuda. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001036425_micromuse_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001036425_micromuse_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..c0b2564d2dad42a3866a1c8da2d60225a15acb82 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001036425_micromuse_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company and the Selling Stockholders by Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, Menlo Park, California. As of June 30, 1998, an investment partnership comprised of members of that firm beneficially owned 15,552 shares of the Company's Common Stock. Certain legal matters in connection with the Offering will be passed upon for the Underwriters by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001036915_kaire_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001036915_kaire_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..075a2df96f4c30a6aeaae57c0a3a13b359ce6b54 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001036915_kaire_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuances of the securities offered in this Offering will be passed upon for the Company by Gusrae, Kaplan & Bruno, New York, New York. Certain legal matters in connection with this Offering will be passed upon for the Underwriter by Gersten, Savage, Kaplowitz & Fredericks, LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001037067_kasper-a_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001037067_kasper-a_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..2e7189fe90ffdfac48638f51099bf86b26ce6524 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001037067_kasper-a_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby has been passed upon for the Company by Parker Chapin Flattau & Klimpl, LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001037189_westport_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001037189_westport_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..2d069b8e73134c1179bb6e9285078e8ffd221ecf --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001037189_westport_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Legal matters in connection with the securities being offered hereby have been passed upon for the Partnership by Willkie Farr & Gallagher, 787 Seventh Avenue, New York, New York 10019. Willkie Farr & Gallagher has also acted as counsel for SB and the General Partner in connection with this offering. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001037330_icon-cmt_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001037330_icon-cmt_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..97699bc5b88db4fb7f9690532c265c21ae2423c5 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001037330_icon-cmt_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock being offered hereby will be passed upon for the Company by Parker Chapin Flattau & Klimpl, LLP, New York, New York. The Underwriters have been represented by Cravath, Swaine & Moore, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001037535_telegroup_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001037535_telegroup_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..03ec409f465d078b11cc974d782b8d2bf8d79c8c --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001037535_telegroup_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters in connection with the Common Stock offered hereby will be passed upon for the Company by Swidler & Berlin, Chartered, Washington, D.C. The validity of the issuance of the shares of Common Stock offered hereby will be passed upon for the Company by Marcus and Thompson, P.C. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001038280_mac-gray_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001038280_mac-gray_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..27ecb69d2574a41bcf2c5651544ef45734e99ff8 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001038280_mac-gray_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Mac-Gray Common Stock offered hereby will be passed upon by Goodwin, Procter & Hoar LLP. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001038315_lai_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001038315_lai_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..3df9338d5156b7db20ad24d875c299260f5b42a1 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001038315_lai_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for LAI by Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, Professional Association, Tampa, Florida. Certain legal matters in connection with the Offering will be passed upon for the Underwriters by Neal, Gerber & Eisenberg, Chicago, Illinois. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001038363_metals_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001038363_metals_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..f6583dadc2285ae3e12513eae9544bec81bb9ce2 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001038363_metals_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed on for the Company by Bracewell & Patterson, L.L.P., Houston, Texas. Partners and employees of Bracewell & Patterson, L.L.P. own less than one percent of the Common Stock of the Company. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001038794_toyota_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001038794_toyota_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..7a36957a67b5249afe85943e41b1b6d3958794ff --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001038794_toyota_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters, including certain federal income tax matters, with respect to the Class A Certificates have been passed upon for TMCC and the Transferor by O'Melveny & Myers LLP, Los Angeles, California. Brown & Wood LLP will act as counsel for the Underwriters and has performed certain legal services for TMCC, including in connection with the Titling Trust. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001038827_physician_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001038827_physician_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..b2a36a69eed711843855c9bb97f44daf151b1531 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001038827_physician_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Jackson Walker L.L.P., Dallas, Texas. Certain legal matters in connection with the sale of the Common Stock offered hereby will be passed upon for the Underwriters by Alston & Bird LLP, Atlanta, Georgia. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001038833_education_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001038833_education_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..c064aeb4f7ad32cedf25a76afa209da32bf84659 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001038833_education_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters will be passed upon for the Original Issuer and the Corporation by Dorsey & Whitney LLP, Minneapolis, Minnesota, Bond Counsel and special counsel for the Original Issuer and the Corporation. Certain legal matters will be passed upon for the Underwriters by Foley & Lardner, Milwaukee, Wisconsin. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001038986_collectibl_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001038986_collectibl_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..abfa21367be28fb7961a64c49051a3bb8f03c4c5 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001038986_collectibl_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters in connection with the Common Stock being offered hereby will be passed upon for the Company by Morgan, Lewis & Bockius LLP, New York, New York. Certain legal matters will be passed upon for the Underwriters by Fulbright & Jaworksi L.L.P., New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001039064_travel_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001039064_travel_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..424dbf4156413265aaefe90298d77dbf187cfbee --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001039064_travel_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the shares of Common Stock offered by this Prospectus will be passed upon for the Company by Greenberg Traurig Hoffman Lipoff Rosen & Quentel, P.A., Miami, Florida. Certain legal matters related to the offering will be passed upon for the Underwriters by Fulbright & Jaworski L.L.P., New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001039151_kendle_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001039151_kendle_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..25aeb440dac0ab5c6baee34e56780c8445b5434c --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001039151_kendle_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters in connection with the Offering will be passed upon for the Company by Keating, Muething & Klekamp, P.L.L., Cincinnati, Ohio and for the Underwriters by Kramer, Levin, Naftalis & Frankel, New York, New York. Attorneys of Keating, Muething & Klekamp, P.L.L. own approximately 6,000 shares of the Company's Common Stock. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001040017_panacos_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001040017_panacos_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..2af0e92bfb67198fd722bffbb409fd85e312741d --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001040017_panacos_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock sold in this offering is being passed upon for the Company by Palmer & Dodge LLP, Boston, Massachusetts. Certain legal matters in connection with this offering will be passed upon for the Underwriters by Brown & Wood llp, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001040261_pegasus_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001040261_pegasus_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..f595875373558d8bc70b2282d65bbdcae5f9f67d --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001040261_pegasus_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the shares of Common Stock offered by this Prospectus will be passed upon for the Company by Locke Purnell Rain Harrell (A Professional Corporation), Dallas, Texas. Cooley Godward LLP, San Francisco, California, will pass upon certain legal matters for the Underwriters. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001040956_verio-inc_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001040956_verio-inc_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..0faf99ea15a53bde42712e3bb250cd3e42713557 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001040956_verio-inc_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Shares offered hereby and general corporate legal matters will be passed upon for the Company by Morrison & Foerster LLP, San Francisco, California. Certain legal matters relating to the sale of Shares in the Offering will be passed upon by Cahill Gordon & Reindel (a partnership including a professional corporation), New York, New York. Members of the firm Morrison & Foerster LLP will purchase shares in the Company's directed share program. See "Underwriting." \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001041255_horizon_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001041255_horizon_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..af3c537d135dee079c44853c30e3ef22333d72f9 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001041255_horizon_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Cooley Godward llp, Boulder, Colorado. Certain legal matters will be passed upon for the Underwriters by Brobeck, Phleger & Harrison LLP, Palo Alto, California and Denver, Colorado. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001041577_atmi-inc_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001041577_atmi-inc_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..8d01918a35b12de31e8b1045d693e75990168796 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001041577_atmi-inc_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Shipman & Goodwin LLP, Hartford, Connecticut. As of the date of this Prospectus, 7,714 shares of the Common Stock are beneficially owned by lawyers employed at Shipman & Goodwin LLP. Certain legal matters in connection with this offering will be passed upon for the Underwriters by Hale and Dorr LLP, Boston, Massachusetts. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001041652_iomed-llc_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001041652_iomed-llc_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..7cbb07fad69c40522c5cb0d836e9066ac945b7a1 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001041652_iomed-llc_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Shares offered hereby will be passed upon for the Company by Parsons Behle & Latimer, Salt Lake City, Utah. Certain legal matters in connection with the Offering will be passed upon for the Underwriters by Skadden, Arps, Slate, Meagher & Flom (Illinois), Chicago, Illinois, which will rely on the opinion of Parsons Behle & Latimer with respect to certain matters regarding Utah law. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001041712_cyberian_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001041712_cyberian_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..a00148cead686d85cd41b4934981c94fc172b50c --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001041712_cyberian_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of issuance of the Common Stock offered hereby will be passed upon for the Company by Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Boston, Massachusetts. Certain legal matters will be passed upon for the Underwriters by Reboul, MacMurray, Hewitt, Maynard & Kristol, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001042051_inspire_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001042051_inspire_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..4c7c9c13404e085e3aca5053b086f278ec1d1405 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001042051_inspire_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Akin, Gump, Strauss, Hauer & Feld, L.L.P., Dallas, Texas. Certain matters will be passed upon for the Underwriters by Thompson & Knight, A Professional Corporation, Dallas, Texas. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001042068_capstar_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001042068_capstar_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..65972504b465014b76949e3d6df112376a822975 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001042068_capstar_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Class A Common Stock offered hereby will be passed upon for the Company by Vinson & Elkins L.L.P., Dallas, Texas. Certain legal matters in connection with the Offering will be passed upon for the U.S. Underwriters and Managers by Weil, Gotshal & Manges LLP, Dallas, Texas. A partnership (the "WGM Partnership") comprised of certain partners of Weil, Gotshal & Manges LLP indirectly owns 26,752 shares of Class C Common Stock through its limited partnership interests in a partnership affiliated with HM Fund III. The WGM Partnership has no voting, dispositive or investment control over such shares. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001042162_ljl_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001042162_ljl_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..407570dfd6b5289da35cbc710561d97d07945073 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001042162_ljl_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Venture Law Group, A Professional Corporation ("Venture Law Group"), Menlo Park, California. Certain legal matters in connection with this offering will be passed upon for the Underwriters by Cooley Godward LLP ("Cooley Godward"), Palo Alto, California. Certain legal matters with respect to information contained in this Prospectus under the captions "Risk Factors--Intellectual Property Risks" and "Business--Intellectual Property" will be passed upon by Kolisch, Hartwell, Dickinson, McCormack & Heuser, patent counsel to the Company. As of the date of this Prospectus, certain directors of Venture Law Group and an investment partnership affiliated with Venture Law Group own (i) options under the 1997 Stock Plan to purchase an aggregate of 20,000 shares of the Company's Common Stock, and (ii) 9,500 shares of the Company's Preferred Stock, which shares will convert into 9,500 shares of the Company's Common Stock upon the completion of this offering. As of the date of this Prospectus, GC&H Investments, an investment partnership affiliated with Cooley Godward, owns 9,500 shares of the Company's Preferred Stock, which shares will convert into 9,500 shares of the Company's Common Stock upon the completion of this offering. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001042291_ilinc_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001042291_ilinc_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..219d44f2e0473b8b664dfcc71a30c31bd9f0b46c --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001042291_ilinc_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Jackson Walker L.L.P., Houston, Texas. Certain legal matters in connection with the sale of the Common Stock offered hereby will be passed upon for the Underwriters by Baker & Botts, L.L.P., Houston, Texas. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001042351_industrial_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001042351_industrial_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..7f0190d9c705a29bc4133149ab2f592c9e52b438 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001042351_industrial_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the validity of the shares of Common Stock offered hereby will be passed upon for the Company by Kilpatrick Stockton LLP, counsel to the Company. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001042799_condor_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001042799_condor_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..f2a2774252aadbfdbc15a77c0b468faf82b3c592 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001042799_condor_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the shares of Common Stock offered by this Prospectus will be passed upon for the Company by Morgan, Lewis & Bockius LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001043310_startec_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001043310_startec_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..b6cd1a16e1a01cb58341ff0b9e73cfd0ed2cdf60 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001043310_startec_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the securities offered hereby will be passed on for the Company by Schnader Harrison Segal & Lewis LLP, Washington, D.C. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001043432_american_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001043432_american_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..f08a2fb2df420a5c57f8d71d89bc1fed60ed6385 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001043432_american_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the Securities offered by the Company hereby will be passed upon for the Company by Pierce Atwood, Portland, Maine. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001043505_standard_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001043505_standard_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..047fa848a25af9d1b654c841aec472903588ec2d --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001043505_standard_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The legality of the Securities offered hereby will be passed upon for the Company by Phillips Nizer Benjamin Krim & Ballon LLP, New York, New York. Orrick Herrington & Sutcliffe LLP, New York, New York, has acted as counsel for the Underwriters in connection with this Offering. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001044478_bayard_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001044478_bayard_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..1010b78ee89adc06152967b723571a81fb11fc98 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001044478_bayard_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the shares of Common Stock offered by this Prospectus will be passed upon for the Company by Baker & Botts, L.L.P., Dallas, Texas. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001044642_toyota_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001044642_toyota_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..7a36957a67b5249afe85943e41b1b6d3958794ff --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001044642_toyota_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters, including certain federal income tax matters, with respect to the Class A Certificates have been passed upon for TMCC and the Transferor by O'Melveny & Myers LLP, Los Angeles, California. Brown & Wood LLP will act as counsel for the Underwriters and has performed certain legal services for TMCC, including in connection with the Titling Trust. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001044942_province_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001044942_province_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..690bfe41380bf8cbceadd0893be22612c0759674 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001044942_province_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Waller Lansden Dortch & Davis, A Professional Limited Liability Company, Nashville, Tennessee. Certain legal matters will be passed upon for the Underwriters by Alston & Bird LLP, Atlanta, Georgia. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001044992_hk_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001044992_hk_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..fc1a2e5a782ac87a32889414baf8726850f6b6d0 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001044992_hk_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the Common Stock offered hereby will be passed upon for the Company by Foley & Lardner, Milwaukee, Wisconsin, and for the Underwriters by Mayer, Brown & Platt, Chicago, Illinois. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001045150_official_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001045150_official_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..a11036d3bbecec99ca1051e4d26ff678c72d4885 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001045150_official_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby is being passed upon for the Company by Paul, Hastings, Janofsky & Walker LLP, San Francisco, California. Certain legal matters with respect to this offering are being passed upon for the Underwriters by Cooley Godward LLP, San Diego, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001045205_nationwide_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001045205_nationwide_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..7a41f244e9133b7703a611e64b104493f97f2827 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001045205_nationwide_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The legality of the Common Stock offered hereby will be passed on for the Company by Bracewell & Patterson, L.L.P., Houston, Texas. Certain legal matters will be passed on for the Underwriters by Fulbright & Jaworski L.L.P., Houston, Texas. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001045577_telecommun_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001045577_telecommun_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..153522347fac398ffb5c3f00fcf09a567c4ce976 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001045577_telecommun_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS - ------------------------------------------------------------------------------ The legality of the Units offered hereby will be passed upon for the Partnership by Bradley & Riley, P.C., 100 First Street, SW, Cedar Rapids, Iowa, counsel for the Partnership, the General Partner and the Managing Sales Agent. Bradley & Riley, P.C. has acted and will act as general counsel to the Partnership and the General Partner and its Affiliates in connection with other matters. See "Conflicts of Interest." - ------------------------------------------------------------------------------ ADDITIONAL INFORMATION - ------------------------------------------------------------------------------ This Prospectus does not contain all the information set forth in the Registration Statement and the exhibits relating thereto that the Partnership has filed with the SEC in Washington, D.C., under the Securities Act, and to which reference is hereby made. Certain parts of the Registration Statement and Exhibits are omitted from this Prospectus in accordance with the rules and regulations of the SEC. Copies of the Registration Statement and Exhibits relating thereto may be obtained, upon payment of the fee prescribed by the SEC, or may be examined without charge at the offices of the SEC. - ------------------------------------------------------------------------------ TELECOMMUNICATIONS INCOME FUND XI, L.P. FINANCIAL STATEMENTS OF THE PARTNERSHIP AND THE GENERAL PARTNER - ------------------------------------------------------------------------------ INDEX TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------- PAGE TELECOMMUNICATIONS INCOME FUND XI, L.P.: Independent Auditors' Report 93 Balance Sheet as of August 27, 1997 94 Notes to Balance Sheet 95 BERTHEL FISHER & COMPANY LEASING, INC. (GENERAL PARTNER): Independent Auditors' Report 96 Balance Sheet as of December 31, 1996 97 Notes to Balance Sheet 98 Balance Sheet as of August 31, 1997 (unaudited) 112 Notes to Balance Sheet (unaudited) 113 INDEPENDENT AUDITORS' REPORT The Partners Telecommunications Income Fund XI, L.P. We have audited the accompanying balance sheet of Telecommunications Income Fund XI, L.P. (an Iowa limited partnership) as of August 27, 1997. This balance sheet is the responsibility of the Partnership's management. Our responsibility is to express an opinion on this balance sheet based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the balance sheet is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the balance sheet. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall balance sheet presentation. We believe that our audit of the balance sheet provides a reasonable basis for our opinion. In our opinion, the balance sheet referred to above presents fairly, in all material respects, the financial position of Telecommunications Income Fund XI, L.P. at August 27, 1997, in conformity with generally accepted accounting principles. DELOITTE & TOUCHE LLP Cedar Rapids, Iowa September 4, 1997 TELECOMMUNICATIONS INCOME FUND XI, L.P. (AN IOWA LIMITED PARTNERSHIP) BALANCE SHEET AUGUST 27,1997 - ------------------------------------------------------------------------------- ASSETS - Cash $11,000 ------- ------- COMMITMENTS (Note 2) PARTNERS' EQUITY (Note 3): Partners' equity - 25,010 units authorized General Partner - 10 units issued and outstanding $10,000 Initial limited partner - 1 unit issued and outstanding 1,000 ------- $11,000 ------- ------- See notes to balance sheet. TELECOMMUNICATIONS INCOME FUND XI, L.P. (AN IOWA LIMITED PARTNERSHIP) NOTES TO BALANCE SHEET AUGUST 27, 1997 - ------------------------------------------------------------------------------- 1. ORGANIZATION AND PROPOSED OPERATIONS Telecommunications Income Fund XI, L.P. (the "Partnership") was formed on August 26, 1997 under the Iowa Limited Partnership Act. The General Partner of the Partnership is Berthel Fisher & Company Leasing, Inc. (the "General Partner"), an Iowa corporation. The Partnership intends to offer for sale a minimum of 1,200 and a maximum of 25,000 units of limited partnership interest ("Units") at a price per unit of $1,000. Upon completion of the offering described above, the Partnership intends to acquire primarily telecommunications equipment for lease to unaffiliated third parties. No later than five years after the closing date of the offering (or earlier if the General Partner determines it to be in the Partnership's best interest), the Partnership will cease reinvestment in equipment and leases and will begin the orderly liquidation of Partnership assets. The Partnership must dissolve on December 31, 2012, or earlier upon the occurrence of certain events. As of August 27, 1997, the Partnership had no operations. Partners' equity consists of initial capital contributions made by the General Partner and the initial limited partner. 2. COMMITMENTS The accompanying balance sheet does not include legal, accounting and other organizational and offering costs which will become liabilities of the Partnership when at least the minimum number of Units are sold. Such amounts are limited to 3.5% of the gross offering proceeds under the partnership agreement with the General Partner. 3. AGREEMENT OF LIMITED PARTNERSHIP The Partnership was formed pursuant to an Agreement of Limited Partnership dated as of August 26, 1997 (the "Agreement"). The Agreement outlines capital contributions to be made by the partners and the allocation of cash distributions, net income and net loss to the partners. Capital contributions by the partners to the Partnership will consist of the $10,000 contributed by the General Partner and the amounts contributed by limited partners for the purchase of their Units ($1,000 per unit). 4. RELATED PARTY TRANSACTIONS It is anticipated that the Partnership will enter into certain agreements and transactions with related parties, primarily the General Partner and its affiliates, including, but not limited to, sales commissions, offering expenses, equipment acquisition fees, management fees, and operating expense reimbursements. INDEPENDENT AUDITORS' REPORT To the Board of Directors Berthel Fisher & Company Leasing, Inc. We have audited the accompanying consolidated balance sheet of Berthel Fisher & Company Leasing, Inc. (a wholly-owned subsidiary of Berthel Fisher & Company, Inc.) as of December 31, 1996. This balance sheet is the responsibility of the Company's management. Our responsibility is to express an opinion on this balance sheet based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the balance sheet is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the balance sheet. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall balance sheet presentation. We believe that our audit of the balance sheet provides a reasonable basis for our opinion. In our opinion, the balance sheet referred to above presents fairly, in all material respects, the financial position of Berthel Fisher & Company Leasing, Inc. at December 31, 1996, in conformity with generally accepted accounting principles. DELOITTE & TOUCHE LLP Cedar Rapids, Iowa March 18, 1997 BERTHEL FISHER & COMPANY LEASING, INC. CONSOLIDATED BALANCE SHEET DECEMBER 31,1996
- ------------------------------------------------------------------------------------------ ASSETS (Note 5): Cash and cash equivalents $ 342,726 Notes receivable (Note 2) 6,530,354 Net investment in direct financing leases (Note 2) 9,850,360 Allowance for possible loan and lease losses (Note 3) (412,916) -------------- Notes receivable and direct financing leases, net 15,967,798 Equipment under operating leases, less accumulated depreciation of $50,517 277,964 Due from affiliates 30,930 Investments in: Limited partnerships (Notes 4 and 12) 153,771 Not readily marketable securities, at cost 250,477 Furniture and equipment, less accumulated depreciation of $120,200 222,853 Deferred income taxes (Note 6) 515,911 Deferred costs, less accumulated amortization of $158,924 (Notes 5 and 11) 635,194 Other assets 331,702 -------------- TOTAL $ 18,729,326 -------------- -------------- LIABILITIES, REDEEMABLE STOCK AND STOCKHOLDER'S EQUITY (DEFICIT) LIABILITIES: Line-of-credit agreement (Note 5) $ 9,276,031 Trade accounts payable 158,227 Due to affiliates 102,038 Accrued expenses 228,014 Lease security deposits 374,876 Notes payable (Note 5) 2,310,805 Subordinated debentures (Note 5) 725,000 Subordinated notes payable (Note 5) 2,995,522 Subordinated debenture payable to parent (Note 5) 2,000,000 -------------- Total liabilities 18,170,513 -------------- COMMITMENTS AND CONTINGENCIES (Note 12) REDEEMABLE CLASS B NONVOTING CONVERTIBLE STOCK (Note 7) 722,905 -------------- STOCKHOLDER'S EQUITY (DEFICIT): Series A preferred stock, no par value - authorized shares, issued and outstanding 30,341 shares (Note 8) ($424,774 liquidation value, convertible into 26,548 shares of Class A common stock) 422,835 Class A common stock, no par value-authorized 1,000,000 shares, issued and outstanding 400,000 shares 1,000 Common stock warrants (Note 9) 66,694 Accumulated deficit (654,611) -------------- Total stockholder's equity (deficit) (164,092) -------------- TOTAL $18,729,326 -------------- --------------
See notes to consolidated balance sheet. BERTHEL FISHER & COMPANY LEASING, INC. NOTES TO CONSOLIDATED BALANCE SHEET DECEMBER 31, 1996 - ------------------------------------------------------------------------------- 1. SIGNIFICANT ACCOUNTING POLICIES ORGANIZATION AND NATURE OF OPERATIONS - Berthel Fisher & Company Leasing, Inc. (the "Company") is a wholly-owned subsidiary of Berthel Fisher & Company, Inc. The Company finances, through direct financing leases or notes receivables, telecommunications, agricultural, and general equipment throughout the United States. The financing agreements with individual customers can be large in relation to the portfolio as a whole and certain agreements exceed 10% of the Company's direct financing lease and note receivable portfolio (see Note 2). The leases may be sold to other entities or retained by the Company for its own portfolio. During 1994, the Company formed a wholly-owned subsidiary, Communications Finance Corporation. All of the assets and liabilities of Communications Finance Corporation have been assumed by the Company. The Company intends to keep Communications Finance Corporation as a shell for use in future financing transactions. BASIS OF PRESENTATION - The accompanying balance sheet has been prepared on the basis that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The balance sheet does not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. During the years ended December 31, 1995 and 1996, the Company incurred net losses of $393,720 and $836,556, respectively. Also, the Company's line of credit agreement is cancelable upon 90 day notice from the lender. The Company's continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis, to obtain refinancing as may be required, and ultimately to attain profitable operations. The Company anticipates that existing capital resources, cash flows from operations, and financing from the Company's parent, will be adequate to satisfy the Company's minimum capital requirements for the next twelve months. The Company's plans and forecasts for future growth and profitability, however, anticipate the need for additional capital through a preferred equity financing and the sponsorship of another public limited partnership from which the Company will generate fee income. See Note 14 as to the Company's current preferred stock offering. No assurance can be provided that such offerings will be completed as planned. CONSOLIDATION - The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. USE OF ESTIMATES - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ significantly from those estimated. Material estimates that are particularly susceptible to significant change in the near-term relate to the determination of the allowance for possible loan and lease losses and the estimated unguaranteed residual values of the Company's leased equipment. Most of the Company's leases and finance contracts are with customers that are in the entrepreneurial stage and, therefore, are highly leveraged and require lease or other financing in place of or to supplement financing from banks. Although the Company attempts to mitigate its credit risk through the use of a variety of commercial credit reporting agencies when processing the applications of its customers, failure of the Company's customers to make scheduled payments under their equipment leases and finance contracts could have a material near-term impact on the allowance for possible lease and loan losses. Realization of residual values depends on many factors, several of which are not within the Company's control, including general market conditions at the time of the original lease contract's expiration, whether there has been unusual wear and tear on, or use of, the equipment, the cost of comparable new equipment, the extent, if any, to which the equipment has become technologically or economically obsolete during the contract term and the effects of any additional or amended government regulations. These factors, among others, could have a material near-term impact on the estimated unguaranteed residual values. CERTAIN RISK CONCENTRATIONS - The Company's direct financing leases and notes receivables are concentrated in the telecommunications industry, primarily pay telephones, representing approximately 42% of the Company's direct finance lease and notes receivable portfolio at December 31, 1996. During 1996, the Company also significantly expanded its financing in the ATM industry which represents approximately 22% of the Company's direct finance lease and notes receivable portfolio at December 31, 1996. CASH AND CASH EQUIVALENTS - The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. NOTES RECEIVABLE - Notes receivable are carried at the principal balance outstanding. Interest income on notes receivable is accrued based on principal amounts outstanding. NET INVESTMENT IN DIRECT FINANCING LEASES - The Company's primary activity consists of leasing telecommunications and other types of equipment, under direct financing leases, generally over a period of three to five years. At the time of closing a direct financing lease, the Company records the gross lease contract receivable, an estimated unguaranteed residual value and unearned lease income. The unearned lease income represents the excess of the gross lease receivable plus the estimated unguaranteed residual value over the carrying value of the equipment leased. In addition, the Company capitalizes all initial direct costs associated with originating the direct financing lease. The unearned income and initial direct costs are amortized to income over the lease term so as to produce a constant periodic rate of return on the net investment in the lease. Lessees are responsible for all taxes, insurance and maintenance costs. The realization of the estimated unguaranteed residual value of leased equipment depends on the value of the leased equipment at the end of the lease term and is not a part of the contractual agreement with the lessee. Estimated unguaranteed residual values are based on estimates of amounts historically realized by the Company for similar equipment and are periodically reviewed by management for possible impairment. Certain of the Company's leases are accounted for as operating leases for income tax purposes. ALLOWANCE FOR POSSIBLE LOAN AND LEASE LOSSES - The Company performs credit evaluations prior to approval of a lease or finance contract. As with all direct financing leases, the Company continues to own the equipment under lease. The Company will generally obtain a security interest in future revenues generated from each site in which the equipment is physically located and in the equipment under a finance contract. Subsequently, the creditworthiness of the customer and the value of the underlying assets are monitored on an ongoing basis. The Company maintains an allowance for possible loan and lease losses which could arise should customers become unable to discharge their obligations under the agreements. The allowance for possible loan and lease losses is maintained at a level deemed appropriate by management to provide for known and inherent risks in the portfolio. The allowance is based upon a continuing review of past loan and lease loss experience, current economic conditions, and the underlying asset value. The consideration of such future potential losses also includes an evaluation for other than temporary declines in value of the underlying leased assets. Leases and notes receivable which are deemed uncollectible are charged off and deducted from the allowance. The provision for possible loan and lease losses and recoveries are added to the allowance. EQUIPMENT UNDER OPERATING LEASES - Equipment leased under operating leases is stated at cost less accumulated depreciation. The equipment is depreciated using the straight-line method over the estimated useful lives of the assets (five years) to the estimated residual value of the equipment at the end of the lease term. Estimated residual values are based on estimates of amounts historically realized by the Company for similar equipment and are periodically reviewed by management for possible impairment. INVESTMENTS - The Company accounts for its general partnership interests in Telecommuni-cations Income Fund IX, L.P. ("TIF IX") and Telecommunications Income Fund X, L.P. ("TIF X") under the equity method of accounting. Under the equity method of accounting, the Company initially records its investment at cost and subsequently adjusts the carrying value of its investments for its pro rata share of earnings or losses. The Company also owns equity interests in two entities over which it does not have the ability to exert significant influence over the operations of such entities; therefore, such investments are accounted for at cost. Should these investments experience a decline in value that is other than temporary, the Company will recognize a loss in its consolidated statements of operations to reflect such a decline. As these investments are not readily marketable, no market value can be readily determined. FURNITURE AND EQUIPMENT - Furniture and equipment are stated at cost less accumulated depreciation. For financial reporting purposes, depreciation is computed by the straight-line method over the estimated useful lives of the assets (generally five to ten years). The Company uses accelerated methods in computing depreciation for income tax purposes. DEFERRED INCOME TAXES - The provision for deferred income taxes is based on an asset and liability approach. Deferred tax assets or liabilities are computed based on the difference between the financial statement and income tax bases of assets and liabilities using the enacted marginal tax rate. Deferred income tax expense or credit is based on the changes in the asset or liability from period to period including the effect of enacted tax rate changes. DEFERRED COSTS - Deferred costs consist of organization costs incurred with the formation of Security Finance Corporation and financing costs incurred in connection with the issuance of subordinated debentures and notes payable and certain other long-term debt. Deferred organization costs were amortized over a five-year period. Deferred financing costs are being amortized over the life of the related obligation, which ranges from three to eight years. STOCK ISSUANCE COSTS - The costs incurred in connection with the issuance of redeemable Class B nonvoting convertible stock have been deducted from the proceeds. Such amounts are being amortized by a charge to retained earnings over a period of ten years, at which time the carrying value of stock will be equal to its cash redemption value (see Note 7). SALE OF DIRECT FINANCE LEASES - The Company at times sells future direct financing lease payments, on a limited recourse basis, to lenders in return for a cash payment. In the case of default by the lessee, the lender has a first lien on the underlying leased equipment. In the event the sale or re-lease proceeds from the underlying equipment do not satisfy the remaining lessee's obligation to the lender, the Company is responsible for a predetermined amount of that obligation. When the sale of direct finance leases occurs, proceeds from the sale, less the net book value of direct finance leases sold and an estimated loss allowance, are recorded as a component of gain on early termination of leases. IMPACT OF NEW ACCOUNTING PRONOUNCEMENTS - In 1996 the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based Compensation" related to Berthel Fisher & Company, Inc.'s stock option plans. This standard establishes a fair value method for accounting for stock-based compensation plans either through recognition or disclosure. The Company adopted the disclosure option under this standard and continues to recognize stock-based compensation to employees under the intrinsic value method. The adoption of this standard did not impact results of operations, financial position or cash flows. The Company will adopt SFAS No. 125 "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities" for transfers and servicing of financial assets and extinguishment of liabilities occurring after December 31, 1996. SFAS No. 125 provides standards for distinguishing transfers of financial assets that are sales from transfers that are secured borrowings based on whether control has been transferred. The adoption of this standard is not expected to have a material impact on results of operations, financial position, or cash flows. 2. NOTES RECEIVABLE AND DIRECT FINANCING LEASES Notes receivable are comprised of the following:
DECEMBER 31, 1996 Notes receivable, collateralized primarily by telephone equipment and related site agreements, 13.9% to 16.5%, maturing through December 2000 $6,530,354 ---------- ----------
The Company's net investment in direct financing leases consists of the following:
DECEMBER 31, 1996 Minimum lease payments receivable $ 11,526,828 Estimated unguaranteed residual values 954,502 Unamortized initial direct costs 236,910 Unearned income (2,867,880) ------------ Net investment in direct financing leases $ 9,850,360 ------------ ------------
The balance of direct financing leases sold with recourse that remain uncollected at December 31, 1996 was $4,269,468. At December 31, 1996, future minimum lease payments to be received under the direct financing leases and the estimated unguaranteed residuals to be realized at the expiration of the direct financing leases are as follows:
MINIMUM ESTIMATED LEASE PAYMENTS UNGUARANTEED RECEIVABLE RESIDUAL VALUES Year ending December 31: 1997 $ 3,887,957 $ 36,354 1998 2,702,486 240,887 1999 2,150,673 76,055 2000 1,828,501 167,010 2001 957,211 434,196 ----------- ---------- $11,526,828 $ 954,502 ----------- ---------- ----------- ----------
The Company and certain affiliates purchase a substantial portion of telecommunications equipment for lease from Intellicall, Inc., a publicly-held company. The Company's parent is an investor in a limited partnership which owns approximately 7% of the outstanding common stock of Intellicall, Inc. In addition, a principal stockholder of the Company's parent is also an investor in this limited partnership. The Company leases equipment to certain companies for which Berthel Fisher & Company Financial Services, Inc., an affiliate, provides financing and investment advisory services or for which the Company or its affiliates have an ownership interest. The Company also leases equipment to certain companies in which certain directors own a controlling interest. The Company's net investment in direct financing leases with these companies approximated $1,253,000 at December 31, 1996. 3. ALLOWANCE FOR POSSIBLE LOAN AND LEASE LOSSES The allowance for loan and lease losses consisted of a specific allowance for a lease of $100,000 at December 31, 1996 and a general unallocated allowance of $312,916 at December 31, 1996. On May 6, 1996, a lessee of the Company, United Tele-Systems of Virginia, Inc. ("UTS") filed a Voluntary Petition for Relief under Chapter 11 of the Bankruptcy Code. This bankruptcy petition was dismissed on May 22, 1996 and, in connection therewith, the Company exercised its right to manage the assets leased to UTS. The net investment in the leases at the time the assets were repossessed was approximately $432,000. This equipment is currently being operated for the Company under a short-term management agreement. The Company, TIF IX, TIF X and UTS have also been named in a lawsuit, filed by another creditor of UTS. The creditor is claiming $360,000 in compensatory damages and $350,000 in punitive damages. Management believes the lawsuit is without merit and intends to vigorously defend it. Based on offers to purchase the pay telephone equipment and an expected settlement offer related to the lawsuit to avoid protracted litigation costs, the Company expects to incur a loss upon the sale or re-lease of this equipment. Management has charged $324,000 to the provision for possible loan and lease losses for the expected loss. Due to the uncertainty of the fair market value of the equipment and the outcome of the litigation, there can be no assurances that the ultimate loss will not exceed $324,000. The Company's net investment in the equipment, net of the specific allowance, has been reclassified to equipment under operating leases pending its ultimate sale or re-lease under a direct finance lease. On October 31, 1996, a lessee of the Company, Soil Recovery Services, Inc. ("SRS"), had an involuntary Petition for Relief under Chapter 7 of the U.S. Bankruptcy Code filed against it. This was converted to a voluntary Chapter 11 on November 25, 1996. At the time the first petition was filed, SRS had various leases with the Company that had a net investment totaling $256,500 and represented 1.4% of the Company's total net investment in leases and finance contracts. A specific allowance for losses of $100,000 has been established through a charge to the provision for possible loan and lease losses based on estimates of the fair value of the equipment under lease. During the fourth quarter of 1996, management of the Company provided a specific allowance for a lease with a certain customer for which the Company had not been receiving lease payments. Management is actively working with such customer to arrange for a sale of the assets under lease. A charge of $50,000 was recorded to the provision for possible loan and lease losses representing management's best estimate of the loss on the expected sale of the equipment. Also, due to the uncertainty as to the timing and amount of future payments from such customer and as to the sale of the assets under lease, the Company reclassified its net investment in the lease at December 31, 1996 of $144,972, net of the specific allowance, to equipment leased under operating leases. 4. INVESTMENTS IN LIMITED PARTNERSHIPS The Company is the general partner of Telecommunications Income Fund IX, L.P. ("TIF IX"). TIF IX is a limited partnership which raised approximately $17 million through a best-efforts public offering of its limited partnership units. At December 31, 1996, the Company's investment in TIF IX consisted of its allocated general partnership interest, unreimbursed costs incurred by the Company in connection with the public offering and temporary loans made to the partnership. Pursuant to the partnership agreement, TIF IX reimbursed the Company for offering and promotional expenses incurred up to 4% of the capital raised. The unreimbursed costs are being amortized on a straight-line basis over a 55-month period which approximates the period of anticipated future revenues from TIF IX. As of December 31, 1996, the unamortized balance of these unreimbursed costs aggregated $33,482. The Company is the general partner of Telecommunications Income Fund X, L.P. ("TIF X"). TIF X is a limited partnership which raised approximately $22.6 million through a best-efforts public offering of its limited partnership units. At December 31, 1996, the Company's investment in TIF X consisted of its allocated general partnership interest, unreimbursed costs incurred by the Company in connection with the public offering and temporary loans made to the partnership. Pursuant to the partnership agreement, TIF X will reimburse the Company for offering and promotional expenses incurred up to 4% of the capital raised. As of December 31, 1996, there were no unreimbursed costs. Combined summarized financial information for TIF IX and TIF X is as follows:
DECEMBER 31, 1996 Assets: Net investment in direct financing leases $33,330,000 Other assets 3,573,000 ----------- Total assets $36,903,000 ----------- ----------- Liabilities and partners' equity Liabilities: Notes payable, guaranteed by the Company (Note 12) $5,900,000 Other liabilities 1,485,000 ----------- Total liabilities 7,385,000 ----------- Partners' equity: General partner 22,000 Limited partners 29,559,000 Other equity (63,000) ----------- Total partners' equity 29,518,000 ----------- Total liabilities and partners' equity $36,903,000 ----------- -----------
YEAR ENDED DECEMBER 31, 1996 Income from direct financing leases $6,070,000 Other revenue 924,000 Provision for possible losses (1,671,000) Impairment loss on equipment (971,000) Expenses (3,148,000) ----------- Net income $1,204,000 ----------- ----------- Income allowable to the Company $ 680 ----------- ----------- Net income per partnership unit: TIF IX $ 14.83 TIF X $ 2.17
The Company receives a management fee equal to 5% of the amount of gross rental payments received by TIF IX and TIF X. During the year ended December 31, 1996, gross fees aggregated $702,266. The Company, in turn, pays 50% of these fees to its parent. In addition, the Company is reimbursed for certain other costs under administrative services agreements. Amounts received by the Company pursuant to these agreements amounted to $147,000, for the year ended December 31, 1996. TIF IX leases equipment to certain companies for which Berthel Fisher & Company Financial Services, Inc., an affiliate of the Company, provides financing and investment advisory services. TIF IX's net investment in direct financing leases with these companies approximated $447,000 at December 31, 1996. TIF X leases equipment to certain companies for which Berthel Fisher & Company Financial Services, Inc., an affiliate of the Company, provides financing and investment advisory services. TIF X's net investment in direct financing leases with these companies approximated $2,815,000 at December 31, 1996. 5. CREDIT ARRANGEMENTS The Company obtains a portion of its financing under a line-of-credit agreement with a bank. The amount available to borrow under the line-of-credit is limited to 75% of its qualified accounts, as defined in the agreement (primarily leases and notes receivable), but, in no case, can exceed $11 million. The line-of-credit bears interest at prime plus 1.7% and is collateralized by substantially all of the Company's assets. The line-of-credit agreement is guaranteed by the Company's parent and a major stockholder of the Company's parent. The agreement expires on November 30, 1997 and management expects, based on discussions with the lender, to renew the agreement. The agreement is also cancellable by the lender after giving a 90-day notice. The average interest rate on amounts outstanding at December 31, 1996 under the line-of-credit agreement was 9.95%. The loan agreement contains various restrictive covenants which, among others, restrict dividend payments except to Class B shareholders and Series A preferred shareholders and requires the Company to maintain certain financial ratios including a total liabilities to tangible net worth ratio of not greater than 3.0, a minimum tangible net worth of $650,000 and an interest coverage ratio of 1.1. As of December 31, 1996 the Company was in violation of its minimum tangible net worth and interest coverage ratio. The Company has obtained amendments to such covenants from the lender for 1996 which permits compliance. The covenants for 1997 are a leverage ratio of not greater than 2.5, a minimum stockholders' equity (including redeemable stock) of $490,000 plus the net proceeds of any equity offering and an interest coverage ratio of 1.2. As discussed in Note 14, the Company plans to sell up to $2 million of preferred stock in 1997 through an exempt offering. The Company also has plans to sponsor another limited partnership in 1997 which is expected to generate fee income to the Company. As such, the Company expects to be in compliance with the covenants throughout 1997. The Company does not anticipate any problems with the sale of these securities in 1997, however, an alternative plan is in place should any problems occur with respect to the sale of these securities. The alternative plan is to reduce the management fees paid to the parent to maintain compliance with the Company's covenants. Notes payable consists of the following:
DECEMBER 31, 1996 Collateral trust bonds issued by Berthel Fisher & Company Leasing, Inc., 9% to 12%, due through 1997 $20,017 Installment loan agreements with banks, 7.75 % to 11%, maturing through 2000 with subjective acceleration clauses, collateralized by net investment in certain direct financing leases, certain agreements are also guaranteed by the Company's parent 2,273,632 Capital lease obligations, 5.37%, due through 2000 17,156 ---------- Notes payable $2,310,805 ---------- ----------
Subordinated debt consists of the following:
DECEMBER 31, 1996 Uncollateralized subordinated debenture payable to parent, floating interest rate, maturing in 2005 $2,000,000 Uncollateralized subordinated notes payable, 9.5% to 10%, maturing in 2001 and 2004 2,995,522 Uncollateralized subordinated debentures, 11% to 12%, maturing through 1998 725,000 ---------- Total subordinated debt $5,720,522 ---------- ----------
The collateral trust bonds issued by Berthel Fisher & Company Leasing, Inc. are collateralized by certain equipment leases and are redeemable by the bond holder at any time after one year from the date of issuance subject to certain limitations as defined in the agreements, including a maximum redemption in any one year of 5% of the total principal balance outstanding. The subordinated note payable and debenture to parent bear interest at prime plus 3% (11.5% at December 31, 1996), adjusted semi-annually, with a minimum interest rate of 6% and a maximum rate of 12%. In October 1995, the Company and its parent restructured $2,000,000 of the subordinated note payable to the Company's parent into a subordinated debenture. Under the restructured debenture, the maturity date was extended to December 31, 2005; the debenture was contractually subordinated to the subordinated notes payable and to collateralized debt; and the Company's parent was issued warrants for the purchase of 118,875 shares of common stock of the Company at $16.82 per share, exercisable through October 5, 2000. No value was attributed to the warrant by the Company since the warrant's exercise price was equal to the estimated fair value of the Company's common stock at date of issuance. The annual maturities of notes payable and subordinated debt at December 31, 1996 are as follows: Year ending December 31: 1997 $1,089,509 1998 1,206,943 1999 338,019 2000 330,088 2001 2,111,246 Thereafter 2,955,522 ---------- Total $8,031,327 ---------- ---------- 6. INCOME TAXES The results of the Company's operations are included in the consolidated tax returns of Berthel Fisher & Company, Inc. The entities included in the consolidated returns have adopted the policy of allocating income tax expense or benefit based upon the pro rata contribution of taxable operating income or losses. Generally, this allocation results in profitable companies recognizing a tax provision as if the individual company filed a separate return and loss companies recognizing benefits to the extent their losses contribute to reduce consolidated taxes. Deferred income taxes have been established by each member of the consolidated group based upon the temporary differences within the entity. In certain states, the Company files separate income tax returns. Based on the parent's consolidated tax position, management believes it is more likely than not that the Company's deferred income tax asset will be recoverable. The tax effect of temporary differences giving rise to the Company's net deferred income tax asset are as follows:
DECEMBER 31, 1996 Gross deferred income tax liabilities: Direct financing leases $ (500,000) Unamortized costs associated with limited partnerships (25,000) Furniture and equipment 0 --------- Total (525,000) --------- --------- Gross deferred income tax assets: Alternative minimum tax carryforward 84,000 Allowance for possible loan and lease losses 149,000 Net operating loss carryforward 800,000 Other 7,911 --------- Total 1,040,911 --------- Net deferred income tax asset $ 515,911 --------- ---------
At December 31, 1996, the Company's net operating loss carryforward aggregates $2,250,000 and expires in 2010. 7. REDEEMABLE CLASS B NONVOTING CONVERTIBLE STOCK The Company's Class B nonvoting convertible stock carries a 12% noncumulative dividend limited to 25% of the Company's income before taxes each year, up to a maximum of $1.20 per share. The Class B nonvoting convertible stock is convertible on a one-for-one basis up to a maximum of 20% of the Class A common stock of the Company after conversion. The stock is redeemable at $10 per share for a 30-day period after the tenth anniversary of the issuance date (April, 1990 to September, 1991) at the option of the holder. Shares which are not redeemed during that time are automatically converted to Class A common stock on a one-for-one basis. The following summarizes the amounts pertaining to the Class B nonvoting convertible stock:
DECEMBER 31, 1996 Redeemable Class B nonvoting convertible stock (no par value-authorized 100,000 shares, issued and outstanding 75,500 shares), at redemption or liquidation value $755,000 Unamortized stock issuance costs (32,095) -------- Class B nonvoting convertible stock $722,905 -------- --------
8. PREFERRED STOCK Each share of the Series A preferred stock is entitled to cumulative annual dividends of 8% payable, if as and when declared by the Board of Directors, quarterly. Unpaid dividends will accumulate and be payable prior to the payment of dividends on the Company's Class A common stock. The preferred stock is redeemable at any time at the option of the Company, on not less than 30 days written notice to registered holders. The redemption price shall be $14.70 per share if redeemed during 1997, $14.56 per share if redeemed during 1998, $14.42 per share if redeemed during 1999, $14.28 per share if redeemed during 2000, $14.14 per share if redeemed during 2001, and $14.00 per share if redeemed thereafter, plus, in each case, accumulated unpaid dividends. Unless previously redeemed by the Company, the holders of the preferred stock are entitled at any time to convert each share into .875 shares of Class A common stock. The preferred stock is not entitled to vote on any matter except where the Iowa Corporation Act requires voting as a class, in which case each share of stock shall be entitled to one vote per share on those matters where the preferred stock is voting as a class. The preferred stock is entitled to a preference on liquidation equal to $14.00 per share, plus accumulated unpaid dividends. 9. COMMON STOCK WARRANTS The Company's common stock warrant activity is summarized as follows:
EXPIRATION EXERCISE NUMBER DATE PRICE OUTSTANDING Issued to the parent in 1995 in connection with the subordinated note payable restructuring 2000 $16.82 118,875 Issued in 1996 in connection with the subordinated notes payable offering 2001-2004 16.00 33,011 Issued in 1996 in connection with the preferred stock/warrant offering: A Warrant 1998 12.00 30,341 B Warrant 1999 14.00 30,341 ------- Balance at December 31, 1996 212,568 ------- -------
10. PROFIT SHARING PLAN The Company participates in a qualified profit sharing plan under Internal Revenue Code Section 401(a), including a qualified cash or deferred arrangement under Section 401(k), sponsored by Berthel Fisher & Company Financial Services, Inc. Under the terms of the plan, each participant may elect to defer compensation from 2% to 15%. A matching contribution equal to 50% of the deferred compensation of all eligible participants will be made by the employer up to 4% of each participant's total compensation. The employee contributions to the plan are fully vested and employer contributions vest over five years. The Company's contribution for the year ended December 31, 1996, aggregated $14,927. 11. MANAGEMENT AND SERVICES AGREEMENTS In addition to the agreements described in Note 4, the Company also has an unwritten, month-to-month agreement with its parent in which the Company's parent provides management services at a monthly rate of $17,500 during 1996. In addition, during 1993, the Company paid its parent $50,000 to provide consulting services relating to TIF X for such items as lease documentation, lease approvals, debt structuring and portfolio liquidation. This payment is being amortized to expense over five years, the estimated life of the operating phase of TIF X. The Company, from time to time, will engage the services of Berthel Fisher & Company Financial Services, Inc., a broker-dealer wholly owned by the Company's parent. In addition, the Company reimburses Berthel Fisher & Company Financial Services, Inc. for operating expenses incurred on its behalf, including certain expenses related to the administrative services agreements discussed in Note 4. The Company also enters into other arrangements with the parent or its affiliates. Following are the amounts paid by the Company to Berthel Fisher & Company or its affiliates related to these arrangements:
YEAR ENDED DECEMBER 31, 1996 Issuance costs paid (and capitalized) in connection with subordinated notes payable offering $223,070 Operating expense reimbursements 50,173
12. COMMITMENTS AND CONTINGENCIES The Company is contingently liable for all debts of TIF IX and X as the general partner. The Company also has guaranteed amounts outstanding under a line-of-credit agreement with a bank of TIF IX. The line-of-credit agreement allows TIF IX to borrow the lesser of $6.25 million, or 32% of its qualified accounts, as defined in the agreement. The balance outstanding under this line-of-credit was $1,060,490 at December 31, 1996. The agreement matures on November 30, 1997, is cancellable by the lender after giving a 90-day notice and is collateralized by substantially all assets of TIF IX. The note is also guaranteed by the Company's parent and a principal stockholder of the Company's parent. The Company also has guaranteed amounts outstanding under a line-of-credit agreement with a bank of TIF X. The line-of-credit agreement allows TIF X to borrow the lesser of $7.25 million, or 32% (40% as of November 1996) of its qualified accounts, as defined in the agreement. The balance outstanding under this line-of-credit was $2,607,911 at December 31, 1996. The agreement matures on November 30, 1997, is cancellable by the lender after giving a 90-day notice and is collateralized by substantially all assets of TIF X. The note is also guaranteed by the Company's parent and a principal stockholder of the Company's parent. The Company also has guaranteed amounts outstanding under installment loan agreements of TIF IX and TIF X totaling $2,231,510 at December 31, 1996. The agreements are collateralized by certain direct financing leases and a second interest in all assets of TIF IX and TIF X. In December 1995 the Company entered into a lease agreement for office space. The lease term began January 1, 1996 and expires December 30, 2000. Rent is $58,368 per year under the agreement. 13. FAIR VALUE OF FINANCIAL INSTRUMENTS The fair value amounts disclosed below are based on estimates prepared by the Company based on valuation methods appropriate in the circumstances. Generally accepted accounting principles do not require disclosure for lease contracts. The carrying amount for financial instruments included among cash and cash equivalents, due from affiliates, line-of-credit agreement, and other short-term payables approximates their fair value because of the short maturity of those instruments or the variable interest rate feature of the instruments. The estimated fair value of other significant financial instruments are based principally on discounted future cash flows at rates commensurate with the credit, interest rate and prepayment risk involved. The estimated fair values of the Company's other significant financial instruments are as follows:
DECEMBER 31, 1996 --------------------------- CARRYING FAIR AMOUNT VALUE Notes receivable $6,530,354 $6,489,812 Notes payable 2,310,805 2,284,873 Subordinated debt 5,720,522 5,945,762
14. CURRENT OFFERING The Company has a private placement best efforts offering in process at December 31, 1996 for the issuance of $2 million of Class A preferred stock and warrants. The Company issued $424,774 of preferred stock and $60,682 of warrants to its parent at December 31, 1996 in exchange for the conversion of the subordinated note payable to parent of $264,980 and the contribution of restricted stock of a public company with an estimated fair value of $220,477. There can be no assurance that the Company will complete the sale of these securities. * * * * * BERTHEL FISHER & COMPANY LEASING, INC. BALANCE SHEET (UNAUDITED) AUGUST 31, 1997 ASSETS Cash and cash equivalents $ 104,693 Notes receivable 4,522,766 Net investment in direct financing leases 8,537,986 Allowance for possible loan and lease losses (378,874) ----------- Notes receivable and direct financing leases, net 12,681,878 Equipment under operating lease 710,617 Due from affiliates 37,669 Investments in: Limited partnerships 79,254 Not readily marketable securities, at cost 975,482 Furniture and equipment 216,092 Deferred income taxes 598,523 Deferred costs 532,104 Other assets 401,294 ----------- TOTAL $16,337,606 ----------- ----------- LIABILITIES, REDEEMABLE STOCK AND STOCKHOLDER'S EQUITY LIABILITIES: Line of credit agreement $ 6,459,548 Trade accounts payable 25,579 Due to affiliates 73,787 Accrued expenses 225,215 Dividends payable 17,770 Lease security deposits 391,959 Notes payable 1,714,690 Subordinated debentures 725,000 Subordinated notes payable 2,996,216 Subordinated debenture payable to parent 2,000,000 ----------- Total Liabilities 14,629,764 ----------- COMMITMENTS AND CONTINGENCIES REDEEMABLE CLASS B NONVOTING CONVERTIBLE STOCK 728,254 ----------- STOCKHOLDER'S EQUITY (DEFICIT): Series A preferred stock, no par value, 125,000 shares authorized, issued and outstanding ($1,750,000 liquidation value, convertible into 109,375 shares of Class A common stock) 1,587,624 Class A common stock, no par value-authorized 1,000,000 shares, issued and outstanding 400,000 shares 1,000 Common stock warrants 256,002 Retained earnings (accumulated deficit) (865,038) ----------- Total stockholder's equity 979,588 ----------- TOTAL $16,337,606 ----------- -----------
SEE ACCOMPANYING NOTE. BERTHEL FISHER & COMPANY LEASING, INC. NOTE TO FINANCIAL STATEMENT (UNAUDITED) 1 BASIS OF PRESENTATION The accompanying unaudited condensed balance sheet has been prepared in accordance with generally accepted accounting principles for interim financial information and with Article 10 and Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. For further information, refer to the financial statements and footnotes thereto as of December 31, 1996. - ------------------------------------------------------------------------------- GLOSSARY - ------------------------------------------------------------------------------- As used in this Prospectus, the following definitions of terms are applicable: "Acquisition Expenses" means expenses including, but not limited to, legal fees and expenses, travel and communication expenses, costs of appraisals, accounting fees and expenses, and miscellaneous expenses relating to selection and acquisition of Program Assets, whether or not the Program Assets are acquired. "Acquisition Fee" means the total of all fees and commissions paid by any party in connection with the initial purchase or manufacture of Equipment acquired by or financings placed by the Partnership. Included in the computation of such fees or commissions shall be any commission, selection fee, construction supervision fee, financing fee, non-recurring management fee, or any fee of a similar nature, however designated. See Paragraph 9.2.4 of the Partnership Agreement. "Adjusted Capital Contribution" of a Limited Partner as of any date means the Capital Contribution of the Limited Partner, less the total amount of all payments made as Liquidating Distribution or as a return of capital to the Limited Partner and to prior holders of such Limited Partner's Units prior to or on such date pursuant to Paragraphs 11.4.3 or 11.5 of the Partnership Agreement. "Admission Date" means any date on which subscribers for Units offered pursuant to this Prospectus are admitted to the Partnership as Limited Partners. "Affiliate" means (i) any person directly or indirectly controlling, controlled by or under common control with another person, (ii) any person owning or controlling 10.0% or more of the outstanding voting securities of such other person, (iii) any officer, director or partner of such person, and (iv) if such other person is an officer, director or partner, any company for which such person acts in such capacity. "Assignee" means a person who is shown in the Partnership's records as having acquired a beneficial interest in one or more Units by assignment from a Limited Partner. "Book Value of the Partnership" means the book value of the Partnership's assets less liabilities, as computed for federal income tax purposes. "Capital Account" means the account established and maintained for each Partner in accordance with federal income tax accounting principles, including specifically Section 704 of the Code and the regulations thereunder. "Capital Contribution" means with respect to the General Partner, the $10,000 contributed by it to the capital of the Partnership. With respect to each Limited Partner, Capital Contribution means the cash contributed to the capital of the Partnership by such Limited Partner for the Units sold or issued to him by the Partnership, which amount will be attributed to, and will be considered to be a Capital Contribution of any subsequent Assignee of such Units. "Cash Available for Distribution" means Cash Flow plus cash funds available for distribution from Partnership reserves, less amounts set aside for restoration or creation of reserves as determined by the General Partner in its sole discretion. "Cash Flow" means all cash funds provided from operations, without deduction for depreciation, but after deducting cash funds used to pay all expenses and debt payments or pay for capital improvements and replacements (other than cash funds withdrawn from reserves). "Closing Date" means the date upon which the offering of Units terminates, which is intended to be no later than one year after the Effective Date; provided that if the Minimum Offering has been achieved and registration is renewed with the applicable federal and state agencies, the General Partner may extend the offering period and postpone the Closing Date for up to an additional year (i.e., two years) from the Effective Date. "Code" means the Internal Revenue Code of 1986, as amended, or corresponding provisions of subsequent revenue laws. "Controlling Person" means any officer, director, executive manager, senior manager or equity holder of 5.0% or more of the General Partner or its Affiliates, or any person having the power to direct or cause direction of the General Partner or its Affiliates, whether through the ownership of voting securities, by contract, or otherwise. "Effective Date" means the date on which the offering is declared effective by the SEC. "Equipment" includes all types of equipment and other personal property that may be purchased directly or indirectly by the Partnership, as generally described in the Prospectus under the caption "Investment Objectives and Policies," and includes property which is rehabilitated or reconfigured for re-lease or sale. "Escrow Agent" means ___________________, ____________, ____, or any banking institution that serves as escrow agent for the Capital Contributions prior to the Partnership achieving the Minimum Offering. "Front End Fees" means the fees and expenses paid by any party for any services rendered during the Partnership's organizational or acquisition phase including Organization and Offering Expenses, Acquisition Fees, Acquisition Expenses, and any other similar fees, however designated. Front End Fees shall not include any Acquisition Fees or Acquisition Expenses paid by a manufacturer of Equipment to any of its employees unless such employees are Affiliates of the General Partner. "Full Payout Lease" means, with respect to Equipment, a lease under which the non-cancelable rental payments due during the initial term of the lease (excluding any option periods) are sufficient to recover the Purchase Price of Equipment. "General Partner" means Berthel Fisher & Company Leasing, Inc., an Iowa corporation, or any additional or successor general partner of the Partnership. "Gross Proceeds" means the aggregate amount of the original Capital Contributions of all Limited Partners. "Gross Rental Payments" received by the Partnership means the aggregate amount of gross lease payments received by the Partnership, including receipts classified as contract receivable payments in accordance with generally accepted accounting principles. "Independent Expert" means a Person with no current material or prior business or personal relationship with the Sponsor who is engaged to a substantial extent in the business of rendering opinions regarding the value of assets of the type held by the Partnership, and who is qualified to perform such work. "Initial Admission Date" means the date on which subscribers for the minimum (1,200 Units) have been first admitted to the Partnership as Limited Partners. "Interest" means the entire ownership interest of a Partner in the Partnership at any particular time, including the right of such Partner to any and all benefits, including fees, to which such Partner may be entitled under the terms of the Partnership Agreement together with the obligations of such Partner to comply with the terms of this Partnership Agreement. "Investment in Program Assets" means the amount of Capital Contributions actually paid or allocated to the purchase, manufacture or renovation of Equipment or other Program Assets acquired by the Partnership, including the purchase of Equipment, working capital reserves allocable thereto (except that working capital reserves in excess of 3.0% shall not be included), and other cash payments such as interest and taxes but excluding Front End Fees. "IRS" means the Internal Revenue Service. "Lease Portfolio" includes all Partnership cash and cash equivalents, all Equipment and leases thereof, all financing transactions, and all other Partnership assets and securities. "Limited Partner" refers to any person who is admitted to the Partnership as a Limited Partner or a Substitute Limited Partner. "Liquidating Distributions" means distributions to the Partners which, with respect to any year, are in excess of the Operating Distributions for such year, and distributions pursuant to Section 11.4 of the Partnership Agreement. "Liquidating Phase" of the Partnership means the period beginning no later than the fifth anniversary of the Closing Date, or such earlier time as the General Partner determines is in the best interests of the Limited Partners, and continuing until the assets of the Partnership are liquidated, the liabilities of the Partnership are satisfied and the distribution of the Liquidating Distributions to the Partners is completed. "Management Fee" means the fee paid to the General Partner for managing the operations of the Partnership. "Minimum Offering" consists of subscriptions for 1,200 Units accepted by the General Partner, and payment received by the Escrow Agent of $1,200,000 for such Units. "NASAA" means the North American Securities Administrators Association, Inc. "NASD" means the National Association of Securities Dealers, Inc. "Net Disposition Proceeds" means the proceeds realized by the Partnership from the sale, refinancing or other disposition of Program Assets, including insurance proceeds or lessee indemnity payments arising from the loss or destruction of Equipment, less all Partnership liabilities. "Net Income" or "Net Loss" means the net income or net loss of the Partnership, as determined for federal income tax purposes under the accrual method of accounting. "Net Proceeds" means the total of Gross Proceeds reduced by Organization and Offering Expenses, Selling Commissions and Acquisition Fees payable by the Partnership. "1986 Tax Act" means the Tax Reform Act of 1986. "1987 Tax Act" means the Revenue Act of 1987. "Operating Distributions" means those distributions during the Operating Phase described under the caption "Cash Distributions and Redemptions." "Operating Distributions to Partners" consists of that component of Operating Distributions equal to an annual distribution of up to 9.6% (payable in monthly distributions of up to approximately .8% to each Partner) calculated on each Partner's Adjusted Capital Contribution based upon the number of months that such Partner was admitted to the Partnership. "Operating Phase" of the Partnership means the period beginning on the Effective Date and ending upon the commencement of the Liquidating Phase. "Organization and Offering Expenses" means expenses incurred in connection with formation of the Partnership and preparing the Partnership for registration and subsequently offering and distributing it to the public, including sales commissions paid to brokers or dealers in connection with the distribution of Interests and all advertising expenses except advertising expenses related to the leasing of Equipment. See Paragraph 9.2.3 of the Partnership Agreement. "Partners" refers collectively to the General Partner and the Limited Partners. Reference to a "Partner" refers to any one of the Partners. "Partnership" refers to the limited partnership governed by the Partnership Agreement. "Partnership Agreement" means the Agreement of Limited Partnership of Telecommunications Income Fund XI, L.P., as it may be amended from time to time. "Person" means any natural person, partnership, corporation, association or other legal entity. "Present Value of the Partnership's Lease Portfolio" includes all Partnership noncancellable lease payments receivable on all existing Partnership leases (considered without regard to any renewals or extensions thereof) discounted to their present value at an interest rate of 8.0% plus all Partnership cash and the fair market value of all other Partnership securities or assets. The Present Value of the Partnership's Lease Portfolio will be determined annually by an independent accounting firm. "Program" means a limited or general partnership, joint venture, unincorporated association or similar organization, other than a corporation formed and operated for the primary purpose of investment in and the operation of or gain from an interest in equipment. The Partnership is a Program. "Program Interest" means the limited partnership unit or other indicia of ownership in a Program. "Program Assets" means Equipment and other tangible and intangible assets, including, without limitation, secured loans and other financings, furniture, fixtures and leasehold improvements, directly or indirectly acquired, owned, leased, sold or financed by the Program. "Prospectus" means the final prospectus in the Registration Statement filed with the SEC on Form S-1, as amended, with respect to the Units offered for sale, as such Prospectus may be supplemented from time to time. "Purchase Price of Equipment" means the price paid upon the purchase or sale of a particular item of Equipment, including the amount of Acquisition Fees and all liens and mortgages on the Equipment, but excluding points and prepaid interest. "Redemption Value of Investor's Units" means the investor's Capital Account valued by the General Partner as of the last day of the fiscal quarter prior to the quarter during which a redemption request is received. "Roll Up" means a transaction involving the acquisition, merger, conversion, or consolidation either directly or indirectly of the Partnership and the issuance of securities of a Roll-Up Entity. Such term does not include: (a) a transaction involving securities of a Program that have been for at least twelve months listed on a national securities exchange or traded through the National Association of Securities Dealers Automated Quotation National Market System; or (b) a transaction involving the conversion to corporate, trust or association form of only the Partnership if, as a consequence of the transaction, there will be no significant adverse change in any of the following: (1) Limited Partners' voting rights; (2) the term of existence of the Partnership; (3) Sponsor compensation; or (4) The Partnership's investment objectives. "Roll-Up Entity" means the partnership, corporation, trust, or other entity that would be created or would survive after the successful completion of a proposed Roll-Up transaction. "SEC" mean the Securities and Exchange Commission. "Securities Act" means the Securities Act of 1933, as amended. "Selling Commission" means any commission paid by the Partnership to the Managing Sales Agent and Selected Sales Agents for their services in marketing Units as described in "Compensation of the General Partner and Affiliates." "Special Report" means that report required by the NASAA Equipment Leasing Guidelines, Section V.G.1.(c), as in effect on the date hereof, which is an annual report by independent certified public accountants of the breakdown and allocation of the costs reimbursed to the General Partner or its Affiliates. Such report shall at a minimum provide a review of the time records of individual employees, the costs of whose services were reimbursed, and a review of the specific nature of the work performed by each such employee. The information required by such report may be contained in the annual report sent to Limited Partners by the Partnership. "Sponsor" means any person directly or indirectly instrumental in organizing, wholly or in part, the Partnership or any person who will manage or participate in the management of the Partnership and any Affiliate of any such person. Sponsor does not include a person whose only relation with the Program is that of an independent equipment manager and whose only compensation is as such. Sponsor does not include wholly independent third parties such as attorneys, accountants, and underwriters whose only compensation is for professional services rendered in connection with the offering of Program interests. "Substitute Limited Partner" means any person who complies with the requirements of the Partnership Agreement to become a Substitute Limited Partner of the Partnership and is admitted to the Partnership as a Limited Partner. "Terminated Partner" means a General Partner who withdraws, is removed, becomes bankrupt, is dissolved and liquidated or otherwise ceases to exist. "Unit" means a Limited Partner's interest attributable to each Capital Contribution of $1,000 to the Partnership. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001045703_maxxis_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001045703_maxxis_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..001eeebb28333f6f6a9a3f0bc365271a1eddd0fe --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001045703_maxxis_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Nelson Mullins Riley & Scarborough, L.L.P., Atlanta, Georgia. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001045943_newcourt_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001045943_newcourt_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..5fb5f99a107a5e4e971d2a0af759d55ed60c316a --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001045943_newcourt_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters relating to the Notes, including certain federal income tax matters, as well as other matters, will be passed upon for the Trust, the Trust Depositor, the Seller/Servicer and the Administrator by Winston & Strawn, Chicago, Illinois. Certain legal matters for the Underwriters will be passed upon by Cadwalader, Wickersham & Taft, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001046134_century_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001046134_century_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..81e93197a95ce19e4be88eb25d867b3c6b50a628 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001046134_century_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Legal Proceedings The Company is not a party to any litigation and Management has no knowledge of any threatened or pending litigation against the Company. Legal Opinion Cassidy & Associates, Washington, D.C. has given its opinion as attorneys-at-law that the Company Shares, when sold pursuant to the terms hereof and pursuant to a valid and current prospectus in which those shares are registered, will be fully paid and non-assessable. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001046207_headlands_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001046207_headlands_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..21e7c47fefec63fdf271e3b63184decf9bdb7463 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001046207_headlands_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock to be offered hereby will be passed upon for the Company by Tobin & Tobin, a professional corporation, San Francisco, California. Certain legal matters in connection with the Offering will be passed upon for the Underwriters by O'Melveny & Myers LLP, San Francisco, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001046304_building_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001046304_building_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..8298b3e4c37dce979ced45ef0ca1863a093eab50 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001046304_building_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby has been passed upon for the Company by Morgan, Lewis & Bockius LLP, Washington, D.C. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001046600_us-legal_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001046600_us-legal_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..a993a5ba4e39ddcc7c8b7d6a952d70431d7b3b40 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001046600_us-legal_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The legality of the Common Stock offered hereby will be passed upon for the Company by Bracewell & Patterson, L.L.P., Houston, Texas, and for the Underwriters by Locke Purnell Rain Harrell (A Professional Corporation), Dallas, Texas. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001046880_central_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001046880_central_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..b34ff95ad7b005e6a488fa8d2f60800a8e1e7f4e --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001046880_central_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock being offering hereby will be passed upon for the Company by Hogan & Hartson L.L.P., Washington, D.C., and for the Underwriters by Baker & McKenzie, New York, New York. Certain matters of Polish law will be passed upon for the Company by Hogan & Hartson, Warsaw, Poland and for the Underwriters by Baker & McKenzie, Warsaw, Poland. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001046917_saxon_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001046917_saxon_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..cedbdf314bf1802c7e85a7b6848c64b560b76a50 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001046917_saxon_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the Securities offered hereby and the tax opinion referred to under "Federal Income Tax Consequences has been passed upon for the Company by the law firm of Lester Morse P.C. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001047113_acsys-inc_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001047113_acsys-inc_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..ed46fdeb7c116ca60db8ce86179e94e5b9b8a607 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001047113_acsys-inc_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby is being passed upon for Acsys by Alston & Bird LLP, Atlanta, Georgia. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001047121_preview_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001047121_preview_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..9942349794039774c196c7bc9d7c2bf3922ddf22 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001047121_preview_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by its counsel, Venture Law Group, A Professional Corporation, 2800 Sand Hill Road, Menlo Park, California 94025. Mark A. Medearis, a director of Venture Law Group, is the Assistant Secretary of the Company. Mr. Medearis beneficially owns an aggregate of 904 shares of Common Stock, and certain attorneys of Venture Law Group beneficially own an aggregate of 1,905 shares of Common Stock. Certain legal matters will be passed upon for the Underwriters by Wilson Sonsini Goodrich & Rosati, Professional Corporation, 650 Page Mill Road, Palo Alto, California 94304. Certain members of Wilson Sonsini Goodrich & Rosati beneficially own an aggregate of 7,885 shares of Common Stock. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001047153_certified_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001047153_certified_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..36d96c060665956c81c5b11b1431eeee279eb05f --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001047153_certified_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby has been passed upon for the Company by Bryan Cave LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001047166_united_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001047166_united_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..f3deb0d9915bf7fa301f4520f5562d90b6bf16c9 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001047166_united_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters in connection with the Offerings will be passed upon for the Company by Weil, Gotshal & Manges LLP, New York, New York, and Ehrenreich Eilenberg Krause & Zivian LLP, New York, New York. Certain legal matters in connection with the Offerings will be passed upon for the Underwriters by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001047326_barbeques_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001047326_barbeques_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..bebf51aa0d37167b47ab20fed07801bea861737b --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001047326_barbeques_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the ADSs offered hereby under Australian law and certain Australian tax matters will be passed upon for the Company and the Selling Shareholders by Freehill, Hollingdale & Page, Solicitors & Attorneys, Sydney, Australia. Certain legal matters relating to the ADSs will be passed upon by Brobeck, Phleger & Harrison LLP, Palo Alto, California, special U.S. counsel for the Company and the Selling Shareholders. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001047359_universal_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001047359_universal_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..e2cfc259f4e2bef282eff14ca0efe8013d43f77c --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001047359_universal_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters in connection with the Common Stock being offered hereby will be passed upon for the Company by Dinsmore & Shohl LLP, 1900 Chemed Center, 255 East Fifth Street, Cincinnati, Ohio 45202. Certain legal matters will be passed upon for the Underwriters by Taft, Stettinius & Hollister LLP, 1800 Star Bank Center, 425 Walnut Street, Cincinnati, OH 45202-3957. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001047478_antigua_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001047478_antigua_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..eadb686b3fd583c0530bcf82975ff42d4982c043 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001047478_antigua_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Shares offered hereby will be passed upon for the Company by Stikeman, Elliott, Vancouver, British Columbia and Quarles & Brady, Phoenix, Arizona, and for the Underwriters by Gray Cary Ware & Freidenrich, San Diego, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001047699_king_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001047699_king_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..a3aa49cd7f781702a6641f888a32a28188c639d3 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001047699_king_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Baker, Donelson, Bearman & Caldwell, P.C., Memphis, Tennessee. Certain legal matters in connection with this offering will be passed upon for the Underwriters by Shearman & Sterling, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001047762_icon_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001047762_icon_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..367dd8a1d9147948096ea73f672645b97677fda1 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001047762_icon_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by McDermott, Will & Emery, Boston, Massachusetts, a partnership including professional corporations. Certain legal matters will be passed upon for the Underwriters by Kirkland & Ellis, Washington, D.C. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001047860_first_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001047860_first_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..b0960ddca8ea9cfab3e27343b2d9d57b4067a9fc --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001047860_first_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Notes offered hereby will be passed upon by Griggs & Harrison, P.C., Houston, Texas. Certain legal matters in connection with the Offering will be passed upon for the Underwriter by Baker & Botts, L.L.P., New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001047864_prima_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001047864_prima_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..0612e1f6906b89e56e3ef9a5d74cc74083218627 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001047864_prima_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Rayburn, Moon & Smith, P.A., Charlotte, North Carolina. Certain legal matters relating to this Offering will be passed upon for the Underwriters by Dorsey & Whitney LLP, Denver, Colorado. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001047936_pt_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001047936_pt_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..d134dba6dfde28059c4b58ab1c35d72ccd0558b9 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001047936_pt_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Swidler & Berlin, Chartered, Washington, D.C. John J. Klusaritz, Executive Vice President, General Counsel and a director of the Company, was a member of Swidler & Berlin prior to joining the Company in September 1997. Certain legal matters will be passed upon for the Underwriters by Piper & Marbury L.L.P. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001047960_mpower_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001047960_mpower_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..04355f50d7e59853a7ff4187c03fe972cde44241 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001047960_mpower_legal_matters.txt @@ -0,0 +1 @@ +legal matters with respect to the Common Stock have been passed upon for the Company by Ellis, Funk, Goldberg, Labovitz & Dokson, P.C., Atlanta, Georgia. Kronish, Lieb, Weiner & Hellman LLP, New York, New York, is acting as counsel for the Underwriters in connection with certain legal matters relating to the Common Stock. Certain shareholders of Ellis, Funk, Goldberg, Labovitz & Dokson, P.C. own 36,000 shares of Common Stock in the Company. EXPERTS The financial statements included in this Prospectus and elsewhere in the Registration Statement, to the extent and for the periods indicated in their reports, have been audited by Arthur Andersen LLP and KPMG Peat Marwick LLP, independent certified public accountants, and are included herein in reliance upon the authority of said firms as experts in giving said reports. ADDITIONAL INFORMATION The Company has filed with the Securities and Exchange Commission (the "Commission") a Registration Statement on Form S-1 under the Securities Act with respect to the Common Stock offered hereby. This Prospectus, which constitutes a part of the Registration Statement, does not contain all of the information set forth in the Registration Statement or the exhibits and schedules thereto, certain portions having been omitted as permitted by the rules and regulations of the Commission. For further information with respect to the Company and the Common Stock offered hereby, reference is made to the Registration Statement, including the exhibits and financial statement schedules thereto, which may be inspected without charge at the public reference facility maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's Regional Offices located at Seven World Trade Center, 13th Floor, New York, New York 10007 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material may be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission maintains a Web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission. Such Web site is located at http://www.sec.gov. Statements made in this Prospectus concerning the contents of any document referred to herein are not necessarily complete. With respect to each such document filed with the Commission as an exhibit to the Registration Statement, reference is made to the exhibit for a more complete description of the matter involved, and each such statement shall be deemed qualified in its entirety by such reference. The Company will provide without charge to each person to whom a copy of this Prospectus has been delivered, upon the oral or written request of such person to MGC Communications, Inc., 3301 N. Buffalo Drive, Las Vegas, Nevada 89129 (telephone 702-310-1000), Attention: Kent F. Heyman, a copy of any or all of the documents (other than exhibits to such documents) which have been incorporated by reference in the Registration Statement. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001048172_aspac_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001048172_aspac_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..b68f3cd20fad7c08afb77555678fb07982ab2a90 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001048172_aspac_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS LEGAL PROCEEDINGS The Company is not a party to any litigation and Management has no knowledge of any threatened or pending litigation against the Company. LEGAL OPINION Cassidy & Associates, Washington, D.C. has given its opinion as attorneys-at-law that the Shares, when sold pursuant to the terms hereof, will be fully paid and non-assessable. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001048181_united_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001048181_united_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..a2a664bfa5392ae8e9b1384c40e68c1d39519df6 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001048181_united_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby is being passed upon for the Company by Winstead Sechrest & Minick P.C., Houston, Texas. Certain legal matters related to this Offering will be passed upon for the Underwriter by Jones & Keller, P.C., Denver, Colorado. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001048184_valley_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001048184_valley_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..cfcd110a6858b1799b9746bdf0d7f79b92673463 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001048184_valley_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock being offered hereby will be passed upon for the Company by Haythe & Curley, 237 Park Avenue, New York, New York 10017, and for the Underwriters by Dewey Ballantine LLP, 1301 Avenue of the Americas, New York, New York 10019. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001048275_geneva_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001048275_geneva_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..ba06bbdcc592aa8a4baf1d5b3e03836794eada7c --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001048275_geneva_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Ruskin, Moscou, Evans & Faltischek, P.C., Mineola, New York. Brock Fensterstock Silverstein & McAuliffe LLC, New York, New York, has acted as legal counsel to the Underwriters in connection with this Offering. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001048422_access_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001048422_access_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..c8466fbbd2a3a5793045a02d66832a1ffc6a2ca4 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001048422_access_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock being offered hereby will be passed upon for the Company by Haythe & Curley, 237 Park Avenue, New York, New York 10017. Certain legal matters will be passed upon for the Underwriters by Duane, Morris & Heckscher LLP, 4200 One Liberty Place, Philadelphia, Pennsylvania 19103-7396. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001048448_pamarco_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001048448_pamarco_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..8e9659b9daf54a5ea074c190ba035071304d4a3c --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001048448_pamarco_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Morgan, Lewis & Bockius LLP, Philadelphia, Pennsylvania. Certain legal matters in connection with this Offering will be passed upon for the Underwriters by Benesch, Friedlander, Coplan & Aronoff LLP, Cleveland, Ohio. Thomas J. Sharbaugh, a partner in Morgan, Lewis & Bockius LLP, is the trustee of a trust which is a stockholder of the Company and a Selling Stockholder in this Offering. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001048494_american_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001048494_american_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..610d5251653551ebf1aa86d03a8f22d3ca0854f6 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001048494_american_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Baker & Hostetler LLP. As a result of his membership in AFC, a partner of Baker & Hostetler LLP will be distributed approximately 4,273 shares of Class B Common Stock and one of counsel attorney at Baker & Hostetler LLP holds 18,038 shares of Class B Common Stock and will be distributed approximately 2,991 shares of Class B Common Stock as a result of his membership in AFC. In addition, such of counsel attorney (i) is participating in the Bridge Financing and will receive repayment of the $95,000 AFC Promissory Note issued to him by AFC and AFC will repurchase his membership interests for $71,667 in cash and (ii) is making a short-term loan to AFC in the principal amount of $50,000 to be repaid with $33,334 in interest. Certain legal matters in connection with the Offering made hereby will be passed upon for the Underwriters by McDermott, Will & Emery, Chicago, Illinois. The Underwriters are not parties to the Units Rescission Offer and none of the legal matters relating thereto shall be passed upon by McDermott, Will & Emery. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001048729_digitec_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001048729_digitec_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..cbf6c1ed6a85a29927a94ca0cd30a91fd33bd8ea --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001048729_digitec_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby has been passed upon for the Company by Gilbert L. McSwain of Denver, Colorado. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001048740_miller_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001048740_miller_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..5b2348b019173b13851f92acffbbf5db8ce374cb --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001048740_miller_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters in connection with the Common Stock being offered hereby will be passed upon for the Company by Warner Norcross & Judd LLP, Grand Rapids, Michigan. Certain legal matters will be passed upon for the Underwriters by Vinson & Elkins L.L.P., Houston, Texas. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001048982_artisan_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001048982_artisan_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..3f6202e7ed03ef1874eac75a94f3d4505b8b1d19 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001048982_artisan_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California 94304. Certain matters will be passed upon for the Underwriters by Fenwick & West LLP, Palo Alto, California 94306. A member of Wilson Sonsini Goodrich & Rosati is the owner of 1,000 shares of the Company's Common Stock. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001049049_flour_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001049049_flour_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..061a34259d03e31ffcc3d28dc4fdcc23d1b409c9 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001049049_flour_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Manning Marder & Wolfe, Los Angeles, California. Certain legal matters related to the Offering will be passed on for the Underwriters by Preston Gates & Ellis LLP, Seattle, Washington. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001049129_hlm_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001049129_hlm_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..82b58a028b8fa3ef0c80a28cbf268f37924755a6 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001049129_hlm_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Parker, Poe, Adams & Bernstein L.L.P., Charlotte, North Carolina, counsel to the Company, will render an opinion that the Shares offered hereby, when issued and paid for in accordance with the terms of the Underwriting Agreement, will be duly authorized, validly issued, fully paid and nonassessable. Bradley & Riley, P.C., Cedar Rapids, Iowa, has served as counsel to the Underwriters in connection with this Offering. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001049231_united_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001049231_united_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..8543b2a6f551d134aaf7b84a996cb4d8ccba070e --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001049231_united_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain matters relating to the offering are being passed upon for the Company by Manatt, Phelps & Phillips, LLP, Los Angeles, California. Certain legal matters will be passed upon for the Underwriters by Gibson, Dunn & Crutcher LLP, San Francisco, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001049551_nb_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001049551_nb_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..99c43fa0fec00bfc29df1258c33b2acdaf4ebf88 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001049551_nb_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Series A Preferred Shares offered hereby will be passed upon for the Company by Ballard Spahr Andrews & Ingersoll, Baltimore, Maryland, with respect to certain matters governed by Maryland law. The United States federal income tax considerations with respect to the Offer will be passed upon by Shearman & Sterling, New York, New York. The Canadian federal income tax consequences that would be generally applicable to a holder of Bank Preferred Shares in the event of an Exchange Event will be passed upon by Desjardins Ducharme Stein Monast, Montreal, Canada. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001049625_hawker_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001049625_hawker_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..9424e1e75c7eaa17b9927310736e04c875bf8380 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001049625_hawker_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Notes offered hereby will be passed upon for the Company by Troy & Gould Professional Corporation, Los Angeles, California. Brobeck Phleger & Harrison LLP, Irvine, California, has acted as counsel to the Underwriters in connection with certain legal matters related to this Offering. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001049711_allergan_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001049711_allergan_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..025dbfd301c0b20b8cbf80a3fc2b2ca34f6a37e7 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001049711_allergan_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The statements included in this Prospectus under the caption "Certain Federal Income Tax Consequences" have been reviewed by, and the validity of the ASTI Shares offered hereby will be passed upon by, Cooley Godward LLP, San Diego, California, ASTI's counsel. ====================================================== NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY ASTI. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY TO ANY PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY OFFER OR SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF ASTI OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF. ------------------------ TABLE OF CONTENTS
PAGE ---- Available Information................. 2 Summary............................... 3 Glossary.............................. 14 Risk Factors.......................... 17 The Distribution...................... 23 ASTI Capitalization................... 24 Reasons for the Distribution and Effects on Allergan, Inc............ 25 Business of ASTI...................... 28 Selected Financial Data of ASTI....... 40 Management's Discussion and Analysis of Financial Condition and Results of Operations....................... 41 The Agreements and the Purchase Option.............................. 43 Certain Federal Income Tax Considerations...................... 50 Description of ASTI Capital Stock..... 53 Transfer Agent and Registrar.......... 54 Experts............................... 54 Legal Matters......................... 54 Index to Financial Statements......... F-1 Opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated......... A-1
UNTIL , 1998 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL DEALERS EFFECTING TRANSACTIONS IN THE ASTI CLASS A COMMON STOCK OFFERED HEREBY, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. ====================================================== ====================================================== ALLERGAN SPECIALTY THERAPEUTICS, INC. CLASS A COMMON STOCK ------------------------ PROSPECTUS ------------------------ , 1998 ====================================================== PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION The following table sets forth the costs and expenses incurred by Allergan and ASTI in connection with the distribution of the securities being registered which will be paid by Allergan. All amounts are estimated except the SEC Registration Fee and the Nasdaq National Market Application Fee. SEC Registration Fee............................................. $ 60,607 Nasdaq National Market Application Fee........................... 21,250 Financial Advisory Fees and Expenses............................. $2,625,000 Blue Sky Qualification Fees and Expenses......................... $ 5,000 Accounting Fees and Expenses..................................... $ 100,000 Legal Fees and Expenses (including Blue Sky)..................... $ 275,000 Transfer Agent and Registrar Fees................................ 65,000 Printing and Engraving........................................... 65,000 Miscellaneous.................................................... $ 9,143 -------- Total............................................................ $3,235,000 ========
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 102 of the Delaware General Corporation Law allows a corporation to eliminate the personal liability of directors of a corporation to the corporation or to any of its stockholders for monetary damage for a breach of his or her fiduciary duty as a director, except in the case where the director breached his or her duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit. ASTI's Restated Certificate of Incorporation contains a provision that eliminates directors' personal liability as set forth above. Section 145 of the Delaware General Corporation Law, as amended, provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation or is or was serving at its request in such capacity in another corporation or business association against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. In addition, Article 10 of ASTI's Restated Certificate of Incorporation provides as follows: LIMITATION OF LIABILITY AND INDEMNIFICATION OF DIRECTORS. (A) ELIMINATION OF CERTAIN LIABILITY OF DIRECTORS. No director of this corporation shall be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except, to the extent provided by applicable law, for liability (i) for any breach of the director's duty of loyalty to this corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this article shall apply to or have any effect on the liability or alleged liability of any director of this corporation for or with respect to any acts or omissions of such director occurring prior to such amendment. (B) INDEMNIFICATION AND INSURANCE. (1) RIGHT TO INDEMNIFICATION. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administra- II-1 tive or investigative (a "proceeding"), because he or she, or a person of whom he or she is the legal representative, is or was a director or officer of this corporation or is or was serving at the request of this corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise (including service with respect to employee benefit plans), whether the basis of the proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by this corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits this corporation to provide broader indemnification rights than that law permitted this corporation to provide before such amendment), against all expense, liability and loss (including attorneys' fees, judgments, penalties, fines, Employee Retirement Income Security Act of 1974 excise taxes or penalties, and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith; provided, however, that this corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Directors of this corporation. Such indemnification shall continue as to a person who has ceased to be a director or officer of this corporation and shall inure to the benefit of his or her heirs, executors and administrators. The right to indemnification conferred by this Section shall be a contract right which may not be retroactively amended and shall include the right to be paid by this corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service with respect to an employee benefit plan) in advance of the final disposition of the proceeding shall be made only upon delivery to this corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if ultimately it shall be determined that such director or officer is not entitled to be indemnified under this Section or otherwise. This corporation may, by action of its Board of Directors, provide indemnification to employees and agents of this corporation with the same scope and effect as the indemnification of directors and officers. (2) RIGHT OF CLAIMANT TO BRING SUIT. If a claim under Paragraph 1 of this Section is not paid in full by this corporation within ninety (90) days after a written claim has been received by this corporation, the claimant may at any time thereafter bring suit against this corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to this corporation) that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law for this corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on this corporation. Neither the failure of this corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by this corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that claimant has not met the applicable standard of conduct. (3) NONEXCLUSIVITY OF RIGHTS. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Section shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of this Restated Certificate of Incorporation, bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. II-2 (4) INSURANCE. This corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of this corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not this corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law. ASTI intends to purchase directors and officers liability insurance which would indemnify the directors and officers of ASTI against damages arising out of certain kinds of claims which might be made against them based on their negligent acts or omissions while acting in their capacity as such. ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES In November 1997, ASTI sold 100 shares of Common Stock to Allergan for an aggregate cash purchase price of $1,000 in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof. In connection with the Distribution contemplated by the Registration Statement, the 100 shares of Common Stock held by Allergan will be converted into 1,000 shares of Class B Common Stock in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 3(a)(9) thereof. ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) EXHIBITS
EXHIBIT NUMBER DESCRIPTION ------ ------------------------------------------------------------------------------ 3.1 Certificate of Incorporation of ASTI* 3.2 Bylaws of ASTI* 3.3 Form of Restated Certificate of Incorporation of ASTI (to be effective prior to the Distribution)* 4.1 Specimen Certificate of Class A Common Stock of ASTI* 5.1 Opinion of Cooley Godward LLP as to legality of ASTI Shares* 8.1 Opinion of Cooley Godward LLP as to tax matters* 10.1 Form of Technology License Agreement between Allergan and ASTI* 10.2 Form of Research and Development Agreement between Allergan and ASTI* 10.3 Form of License Option Agreement between Allergan and ASTI* 10.4 Form of Services Agreement between Allergan and ASTI* 10.5 Form of Distribution Agreement between Allergan and ASTI* 23.1 Consent of KPMG Peat Marwick LLP, Independent Auditors 23.2 Consent of Cooley Godward LLP (included in Exhibit 5.1) 23.3 Consent of William C. Shepherd* 23.4 Consent of Gary L. Neil, Ph.D.* 23.5 Consent of Marvin E. Rosenthale, Ph.D.* 23.6 Consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated* 24.1 Power of Attorney (Reference is made to pages II-5)
- --------------- * Previously filed. II-3 ITEM 17. UNDERTAKINGS The undersigned Registrant hereby undertakes that insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the Registrant pursuant to the provisions set forth in Item 14 above, or otherwise, the Registrant has been advised in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred, or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and the Registrant will be governed by the final adjudication of such issue. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. II-4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Allergan Specialty Therapeutics, Inc. has duly caused this Amendment to the Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvine, State of California on February 25, 1998. ALLERGAN SPECIALTY THERAPEUTICS, INC. By: * ------------------------------------- Lester J. Kaplan, Ph.D., President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE CAPACITY DATE - ----------------------------------------------- -------------------------- ----------------- * President, Chief Executive February 25, 1998 - ----------------------------------------------- Officer and Sole Director Lester J. Kaplan, Ph.D. (Principal Executive Officer) * Chief Financial Officer February 25, 1998 - ----------------------------------------------- (Principal Financial and Dwight J. Yoder Accounting Officer) *By: /s/ FRANCIS R. TUNNEY, JR. ------------------------------------------ Francis R. Tunney, Jr. Attorney-in-fact
II-5 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION ------ ------------------------------------------------------------------------------ 3.1 Certificate of Incorporation of ASTI* 3.2 Bylaws of ASTI* 3.3 Form of Restated Certificate of Incorporation of ASTI (to be effective prior to the Distribution)* 4.1 Specimen Certificate of Class A Common Stock of ASTI* 5.1 Opinion of Cooley Godward LLP as to legality of ASTI Shares* 8.1 Opinion of Cooley Godward LLP as to tax matters* 10.1 Form of Technology License Agreement between Allergan and ASTI* 10.2 Form of Research and Development Agreement between Allergan and ASTI* 10.3 Form of License Option Agreement between Allergan and ASTI* 10.4 Form of Services Agreement between Allergan and ASTI* 10.5 Form of Distribution Agreement between Allergan and ASTI* 23.1 Consent of KPMG Peat Marwick LLP, Independent Auditors 23.2 Consent of Cooley Godward LLP (included in Exhibit 5.1) 23.3 Consent of William C. Shepherd* 23.4 Consent of Gary L. Neil, Ph.D.* 23.5 Consent of Marvin E. Rosenthale, Ph.D.* 23.6 Consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated* 24.1 Power of Attorney (Reference is made to page II-5)
- --------------- * Previously filed. EXHIBIT A [LETTERHEAD OF MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED] Investment Banking Corporate and Institutional Client Group 3300 Hillview Avenue Suite 150 Palo Alto, California 94304 January 27, 1998 Board of Directors Allergan, Inc. 2525 Dupont Drive Irvine, CA 92612 Ladies and Gentlemen: You have advised us that Allergan, Inc. ("Allergan") intends to distribute (the "Distribution") to its stockholders shares (the "ASTI Shares") of Class A Common Stock of Allergan Specialty Therapeutics, Inc. ("ASTI"). The Distribution is described in detail in the prospectus (the "Prospectus"), filed as part of a registration statement on Form S-1 file no. 333-40503, which is to be sent to Allergan stockholders in connection with the Distribution. You have asked us for our opinion as to whether or not (a) from a financial point of view, the Distribution provides a reasonable structure to pursue the financial objectives of Allergan as set forth in the Prospectus, and (b) from a financial point of view, the Distribution is fair to the stockholders of Allergan. In arriving at the opinion set forth below, we have, among other things: 1. reviewed the Prospectus including the following items as presented therein: (i) the terms and conditions of the Distribution, (ii) the Distribution Agreement, (iii) the Technology License Agreement, (iv) the Research and Development Agreement, (v) the License Option Agreement and (vi) the Restated Certificate of Incorporation of ASTI including the Purchase Option; 2. conducted discussions with members of the senior management of Allergan with respect to the businesses and prospects of Allergan and ASTI and the strategic objectives of each; 3. conducted discussions concerning the Distribution with other representatives and advisors of Allergan, including its independent public accountants; 4. reviewed the financial and other information concerning Allergan (with and without ASTI) that was publicly available or furnished to us by Allergan, including information provided during discussions with the senior management of Allergan; 5. reviewed historical trading prices and volume of the Common Stock of Allergan ("Allergan Common Stock"); and 6. reviewed such other financial studies and analyses and took into account such other matters as we deemed necessary, including our assessment of general economic, market and monetary conditions. In preparing our opinion, we have assumed and relied on the accuracy and completeness of all information supplied or otherwise made available to us, discussed with or reviewed by or for us, or publicly available (including the information contained in the Prospectus), and we have not assumed any responsibility for independently verifying such information or undertaken an independent evaluation or appraisal of any of the assets or liabilities of Allergan (with or without ASTI) or been furnished with any such evaluation or appraisal. In addition, we have not assumed any obligation to conduct, nor have we conducted, any physical inspection of the properties or facilities of Allergan. With respect to the financial forecast information furnished to or discussed with us by Allergan, we have assumed it has been reasonably prepared and reflects the best currently available estimates and judgment of Allergan's management as to the expected future financial performance of Allergan and ASTI. We have also assumed that: (i) the Distribution will occur as described in the Prospectus, (ii) the Distribution will not be a taxable transaction to Allergan, and (iii) after the Distribution, ASTI will be accounted for as an entity independent of Allergan. Our opinion is necessarily based upon market, economic and other conditions as they exist and can be evaluated on, and on the information made available to us as of, the date hereof. We note that trading in shares of Allergan Common Stock and the ASTI Shares for a period following completion of the Distribution may be characterized by a redistribution of the shares of Allergan Common Stock and the ASTI Shares among existing Allergan stockholders and other investors and, accordingly, during such period, the shares of Allergan Common Stock and the ASTI Shares may trade at prices below those at which they would trade on a fully distributed basis. This opinion does not opine on or give assurances of the price at which the shares of Allergan Common Stock will actually trade after the announcement date of the Distribution or the price at which the ASTI Shares will actually trade after the Distribution. In addition, this opinion does not address the valuation or future performance of ASTI as an independent public company following the Distribution. We express no opinion as to whether the funds contributed by Allergan to ASTI will be adequate to accomplish the objective of successfully developing the intended pharmaceutical products. We are acting as financial advisor to Allergan in connection with the Distribution and will receive a fee for our services, which fee is contingent upon the consummation of the Distribution. In addition, Allergan has agreed to indemnify us for certain liabilities arising out of our engagement. We have, in the past, provided financial advisory and financing services to Allergan and may continue to do so and have received, and may receive, fees for the rendering of such services. In addition, in the ordinary course of our business, we may actively trade Allergan Common Stock, and we may, in the future, trade the ASTI Shares for our own account and for the accounts of customers and, accordingly, may at any time hold a long or short position in such securities. This opinion is for the use and benefit of the Board of Directors of Allergan. On the basis of and subject to the foregoing, as of the date hereof, it is our opinion that (a) from a financial point of view, the Distribution provides a reasonable structure to pursue the financial objectives of Allergan as set forth in the Prospectus, and (b) from a financial point of view, the Distribution is fair to the stockholders of Allergan. Our conclusions are based on information available to us as of the date of this letter. Very truly yours, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001049758_first_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001049758_first_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..a0efcd39cfd3b95837d67af8ab699b4c484f8cc9 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001049758_first_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the Common Stock offered hereby will be passed upon for the Company by Cooley Godward LLP, Palo Alto, California. Certain legal matters in connection with the offering will be passed upon for the Underwriters by Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, Menlo Park, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001049775_primera_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001049775_primera_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..48331317cdaf3a542cb2b4ff614b05e85bb95786 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001049775_primera_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Messerli & Kramer P.A., Minneapolis, Minnesota. Certain legal matters will be passed upon for the Underwriters by Parcel, Mauro & Spaanstra, P.C., Denver, Colorado. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001049977_radio_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001049977_radio_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..8a2d3e07fab0b9ab3491402f713bba54aaf1f0df --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001049977_radio_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the validity of the shares of Common Stock are being passed upon for the Company by Waller Lansden Dortch & Davis, a Professional Limited Liability Company, Nashville, Tennessee, counsel to the Company. Waller Lansden Dortch & Davis, a Professional Limited Liability Company, has also acted, and may in the future act, as counsel to J.C. Bradford & Co. Certain legal matters will be passed upon for the Underwriters by Stokes & Bartholomew, P.A., Nashville, Tennessee. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001050007_nutraceuti_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001050007_nutraceuti_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..c4fb45ea5885efeabc14b686995f571a89638721 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001050007_nutraceuti_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock being offered hereby and certain other legal matters relating to the Offering will be passed upon for the Company by Kirkland & Ellis (a partnership which includes professional corporations), Chicago, Illinois. A partner of Kirkland & Ellis owns 17,189 shares of Common Stock after giving effect to the Reclassification. Kaye, Scholer, Fierman, Hays & Handler, LLP, New York, New York, will act as counsel for the Underwriters. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001050028_price_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001050028_price_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..1d8fcf9a3523270f31fb536adb09c4fab0ebe205 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001050028_price_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Notes offered hereby will be passed upon for the Company by Davis Polk & Wardwell, New York, New York. Certain legal matters in connection with the Notes offered hereby will be passed upon for the Underwriters by Cahill Gordon & Reindel (a partnership including a professional corporation), New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001050031_sm-a_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001050031_sm-a_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..d8e70ddacb4d3fd12fd4296dbcc99a437515aa7f --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001050031_sm-a_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Rutan & Tucker, Costa Mesa, California. Certain matters will be passed upon for the Underwriters by Milbank, Tweed, Hadley & McCloy, Los Angeles, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001050123_1st_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001050123_1st_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..56bd156807e0af26309d4934db28444d7335eebe --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001050123_1st_legal_matters.txt @@ -0,0 +1 @@ +TAX MATTERS All interest that you earn on your Certificate is taxable to you in the year in which it accrues, regardless of whether you elect to receive it during that year. We will send you a report showing all reportable income under your Certificate. If you are using your Certificate to fund an IRA or other tax-qualified plan, you generally will pay no federal income taxes on your interest until you begin taking withdrawals. However, withdrawals from IRAs and qualified plans generally are subject to a federal income tax penalty of 10% if made before age 59 1/2. We are required to withhold federal income taxes on IRA withdrawals unless you tell us not to. We are also required to withhold 20% on most other distributions from tax-qualified plans, unless the distribution is directly rolled over to another tax-qualified plan or IRA. If you are using your Certificate to fund a Roth IRA, your contributions will not be tax deductible; however, the distributions from your Roth IRA may be tax free depending on how and when you withdraw your money from the account. Subject to certain income limitations, you may make a rollover contribution from a non-Roth IRA to a Roth IRA. The rollover will be taxable currently, but future distributions from the Roth IRA may be tax free as in the preceding sentence. The maximum contribution to a Roth IRA is $2,000, not counting rollover contributions, and contributions may be made beyond age 70 1/2. The maximum yearly contribution to all IRA's combined is still $2,000. The foregoing is only a brief summary of certain federal income tax matters relevant to an investment in a Certificate. It is not intended as tax advice. Please consult a qualified tax adviser for information about any tax consequences with regard to your individual circumstances. THE COMPANY ORGANIZATION AND OPERATIONS The Company was organized as a Maryland corporation on October 1, 1997. It is registered with the SEC as a face-amount certificate company, which is a type of investment company. The Company's capitalization consists solely of 14,500,000 shares of authorized common stock, par value $0.01 per share ("common stock"). On August 27, 1998, John J. Lawbaugh, the Company's Chairman, President and Treasurer, and Brian P. Smith, the Company's Secretary, contributed the initial capitalization of the Company, and as of that date, owned all of the issued and outstanding shares of the Company's common stock. As of the date of this Prospectus, the Company has capital in excess of the minimum amount required by the rules and regulations of the SEC and the Investment Company Act of 1940 ("1940 Act"). The Company believes that its capital is adequate for its business activities. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001050167_global_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001050167_global_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..2818770f440fb17adb1a0ec58a627f5635ea74af --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001050167_global_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The legality of the shares of Common Stock offered hereby will be passed upon for the Company by Hogan & Hartson L.L.P., Washington, D.C. Certain legal matters will be passed upon for the Underwriters by Willkie Farr & Gallagher, New York, New York. Tidewater Partners, LLC ("Tidewater"), a limited liability company whose managing members are J. Hovey Kemp and Christopher J. Hagan, partners of Hogan & Hartson L.L.P., and whose additional members consist of two attorneys and one legal assistant at Hogan & Hartson L.L.P., owns 650 shares of the Company's Class A Common Stock and 15,834 shares of Common Stock. Upon completion of the Offering and the redemption of shares of the Company's Class A Common Stock, Tidewater will receive approximately $65,000 and will hold a total of 18,048 shares of Common Stock. J. Hovey Kemp and Christopher J. Hagan each serve as Assistant Secretary to the Company. Mr. Kemp is also a Director and an Assistant Secretary of Capitol. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001050372_cdnow-inc_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001050372_cdnow-inc_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..021b7ba99d0008b06cd1d1f272752d3d359068b3 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001050372_cdnow-inc_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Morgan, Lewis & Bockius LLP, Philadelphia, Pennsylvania. Certain legal matters in connection with the Offering are being passed upon for the Underwriter by Schnader Harrison Segal & Lewis LLP, Philadelphia, Pennsylvania. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001050374_enact_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001050374_enact_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..6fa25e990757998810118a79ff16897b3cc30059 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001050374_enact_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by its counsel, Gray Cary Ware & Freidenrich LLP ("GCWF"), 400 Hamilton Avenue, Palo Alto, CA 94301. Certain legal matters will be passed upon for the Underwriters by Dewey Ballantine LLP, 1301 Avenue of the Americas, New York, New York 10019. GCWF Partners I, an investment partnership composed of certain current and former attorneys of GCWF, beneficially owns 14,200 shares of the Common Stock of the Company. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001050504_pentacon_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001050504_pentacon_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..5a311ebfd67ca86544048c8be404f17f5f83240b --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001050504_pentacon_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters in connection with the Common Stock being offered hereby will be passed upon for the Company by Andrews & Kurth L.L.P., Houston, Texas. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001050518_world_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001050518_world_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..2b33d1f02ec811cf0f9e80a7a926dde14292c01a --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001050518_world_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the Class A Notes will be passed upon for the Transferor by Williams & Connolly, Washington, D.C. Certain other legal matters will be passed upon for the Transferor with respect to New York and Illinois law, by McDermott, Will & Emery, New York, New York and Chicago, Illinois, with respect to Alabama law, by Hand Arendall, L.L.C., Birmingham, Alabama, and with respect to Florida law, by English, McCaughan & O'Bryan, P.A., Fort Lauderdale, Florida. Cadwalader, Wickersham & Taft, New York, New York will act as special federal income tax counsel to the Transferor. Stroock & Stroock & Lavan LLP, New York, New York will act as counsel for the Underwriters. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001050566_protective_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001050566_protective_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..906fb4f8b44fbee3eceff0e75a1807f43c283390 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001050566_protective_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Sutherland, Asbill & Brennan LLP of Washington, D.C. has provided advice on certain matters relating to federal securities laws. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001050669_linkabit_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001050669_linkabit_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..eb6e3925e366ab3c3de80d9630eeab523de91ecd --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001050669_linkabit_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS - -------------------------------------------------------------------------------- The validity of the shares of Class A Common Stock offered hereby is being passed upon for the Company by Cooley Godward LLP, San Diego, California. Certain legal matters in connection with the Offering are being passed upon for the Underwriters by Brobeck, Phleger & Harrison LLP, San Diego, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001050692_independen_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001050692_independen_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..da6cf0e6ce2cacda3617e347e0045bdbc5bcce02 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001050692_independen_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters in connection with the offering made hereby are being passed upon for the Company by Akin, Gump, Strauss, Hauer & Feld, L.L.P., special U.S. counsel for the Company, and Masons, English counsel for the Company. Certain legal matters in connection with the Offering are being passed upon for the Underwriters by Davis Polk & Wardwell, U.S. counsel for the Underwriters. The validity of the Ordinary Shares represented by the ADSs and certain other legal matters will be passed upon by Masons. Akin, Gump, Strauss, Hauer & Feld, L.L.P. and Davis Polk & Wardwell may rely upon Masons with respect to all matters of English law. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001050794_clientlink_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001050794_clientlink_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..8ed0609f3ead07488adacc8bc033781eddf0f04b --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001050794_clientlink_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Jenkens & Gilchrist, a Professional Corporation, Austin, Texas, and for the Underwriters by Jones, Day, Reavis & Pogue, Atlanta, Georgia. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001051209_kuboo-inc_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001051209_kuboo-inc_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..1db8c056f778c1458785b1371a6e5b4b8b7143b8 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001051209_kuboo-inc_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Pepper Hamilton LLP. Certain matters will be passed upon for the Underwriters by Bracewell & Patterson, L.L.P. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001051379_midwest_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001051379_midwest_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..792bc60ed64a596e4c471685f06365e74c5a17ba --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001051379_midwest_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters in connection with this offering are being passed upon for the Company by Vedder, Price, Kaufman & Kammholz, Chicago, Illinois, and for the Underwriters by Chapman and Cutler, Chicago, Illinois. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001051381_national_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001051381_national_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..6b7f6b2887ea9c839c262f9b1b9f71206e301950 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001051381_national_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Kirkland & Ellis, Chicago, Illinois (a partnership which includes professional corporations). Certain legal matters will be passed upon for the Underwriters by Latham & Watkins, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001051429_ditech_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001051429_ditech_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..8fde56eae6aed7499546031aa4cfb3ef7e4d3402 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001051429_ditech_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters relating to the Offering will be passed upon for the Company by Gibson, Dunn & Crutcher LLP, Orange County, California. Certain legal matters will be passed upon for the Underwriters by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001051431_horizon_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001051431_horizon_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..fcb81b640114daec0b43080bddaaf370dc5a2a6d --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001051431_horizon_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The legality of the shares of Common Stock offered hereby will be passed upon for the Company by Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P., New Orleans, Louisiana. Certain legal matters in connection with the Common Stock offered hereby will be passed upon for the Underwriters by Andrews & Kurth L.L.P., Houston, Texas. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001051490_extended_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001051490_extended_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..c0499c6adfc0bfee7da9fa031e46c232a4814e5c --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001051490_extended_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock subject to the Rescission Offer will be passed upon for the Company by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001051591_gsv-inc_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001051591_gsv-inc_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..63cda2b6160d43dabc10054486d3816df63ceaca --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001051591_gsv-inc_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the Common Stock offered hereby will be passed upon for the Company by Rubin Baum Levin Constant & Friedman, New York, New York. Certain legal matters will be passed upon for the Underwriters by Cravath, Swaine & Moore, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001051628_annuity_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001051628_annuity_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..cae0def82336b3792e08ae96e6710afd66ffe229 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001051628_annuity_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Shares under Bermuda law will be passed upon for the Company by Conyers Dill & Pearman, Hamilton, Bermuda. Certain matters as to United States law in connection with the Offering will be passed upon for the Company by Drinker Biddle & Reath LLP, Philadelphia, Pennsylvania. Certain matters as to United States law in connection with the Offering will be passed upon for the Underwriters by Cleary, Gottlieb, Steen & Hamilton, New York, New York. Drinker Biddle & Reath LLP, who serve as United States counsel to the Company, also served as United States counsel to Inter-Atlantic Capital Partners, Inc. in connection with the establishment of the Company and Annuity Reassurance in 1997 and continues to represent Inter-Atlantic Capital Partners, Inc. on an ongoing basis. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001051822_world_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001051822_world_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..581a0f179840d878a0479631b2134c55b907e874 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001051822_world_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Legal matters in connection with this offering have been passed upon for the Trust, the Managing Owner and Prudential Securities by Rosenman & Colin LLP, 575 Madison Avenue, New York, New York 10022. Certain legal matters relating to Delaware law have been passed upon for the Trust and the Managing Owner by Richards, Layton & Finger, P.A., Wilmington, Delaware. Rosenman & Colin LLP acts as counsel generally for the Managing Owner and advises the Managing Owner with respect to its responsibilities as Managing Owner of, and with respect to matters relating to, the Trust. Such counsel also represents Prudential Securities and certain of its affiliates from time to time in various matters, and it is expected they will continue to represent such entities in the future. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001051823_world_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001051823_world_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..581a0f179840d878a0479631b2134c55b907e874 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001051823_world_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Legal matters in connection with this offering have been passed upon for the Trust, the Managing Owner and Prudential Securities by Rosenman & Colin LLP, 575 Madison Avenue, New York, New York 10022. Certain legal matters relating to Delaware law have been passed upon for the Trust and the Managing Owner by Richards, Layton & Finger, P.A., Wilmington, Delaware. Rosenman & Colin LLP acts as counsel generally for the Managing Owner and advises the Managing Owner with respect to its responsibilities as Managing Owner of, and with respect to matters relating to, the Trust. Such counsel also represents Prudential Securities and certain of its affiliates from time to time in various matters, and it is expected they will continue to represent such entities in the future. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001051824_world_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001051824_world_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..581a0f179840d878a0479631b2134c55b907e874 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001051824_world_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Legal matters in connection with this offering have been passed upon for the Trust, the Managing Owner and Prudential Securities by Rosenman & Colin LLP, 575 Madison Avenue, New York, New York 10022. Certain legal matters relating to Delaware law have been passed upon for the Trust and the Managing Owner by Richards, Layton & Finger, P.A., Wilmington, Delaware. Rosenman & Colin LLP acts as counsel generally for the Managing Owner and advises the Managing Owner with respect to its responsibilities as Managing Owner of, and with respect to matters relating to, the Trust. Such counsel also represents Prudential Securities and certain of its affiliates from time to time in various matters, and it is expected they will continue to represent such entities in the future. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001051825_championsh_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001051825_championsh_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..006e6a757c6a3937253ef4fc62fec495b79a0b3f --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001051825_championsh_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters related to this Offering will be passed upon for the Company and the Selling Stockholders by Kegler, Brown, Hill & Ritter Co., L.P.A., Columbus, Ohio. Certain legal matters related to this Offering will be passed upon for the Underwriters by Vinson & Elkins L.L.P., Houston, Texas. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001051860_scovill_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001051860_scovill_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..25a9f0f09b78417f35b5acc1c3accabb572bfea9 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001051860_scovill_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters in connection with the Exchange Notes and the Guarantee being issued in the Exchange Offer will be passed upon for the Company and Parent by Cahill Gordon & Reindel (a partnership including a professional corporation), New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001051874_tpc_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001051874_tpc_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..c2f357d52a60902c0bf57871fb9ee9c354f20e63 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001051874_tpc_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the original issuance and sale of the Discount Notes are being passed upon for the Company by Bracewell & Patterson, L.L.P., Houston, Texas. Certain members of Bracewell & Patterson, L.L.P. own less than .5% of the outstanding Common Stock of Holdings. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001051885_scovill_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001051885_scovill_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..25a9f0f09b78417f35b5acc1c3accabb572bfea9 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001051885_scovill_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters in connection with the Exchange Notes and the Guarantee being issued in the Exchange Offer will be passed upon for the Company and Parent by Cahill Gordon & Reindel (a partnership including a professional corporation), New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001051922_hdn-inc_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001051922_hdn-inc_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..be34188a7d3aca4fb185eea71ce161287645c194 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001051922_hdn-inc_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS LEGAL PROCEEDINGS The Company is not a party to any litigation and management has no knowledge of any threatened or pending litigation against the Company. LEGAL OPINION Cassidy & Associates, Washington, D.C. has given its opinion as attorneys-at-law that the Securities, when sold pursuant to the terms hereof and pursuant to a valid and current prospectus in which those securities are registered, will be fully paid and non-assessable. Pierce Mill Associates, Inc., a Delaware company owned and controlled by James M. Cassidy, a principal of Cassidy & Associates, is a shareholder and Selling Securityholder of the Company. Pierce Mill Associates, Inc. is not affiliated with the Company and has had no relationship with the Company or any affiliate for the past three years other than as disclosed herein. James Cassidy, a principal of Cassidy & Associates, is the beneficial owner of the shares of Common Stock and warrants to purchase Common Stock owned by Pierce Mill Associates, Inc. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001051964_omega_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001051964_omega_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..da71a9de37a3ad1fdfb537aede73f7d85a4a15be --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001051964_omega_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The legality of the issuance of the shares of Omega Worldwide Common Stock to be sold pursuant to the Offerings will be passed upon for the Company by Mayer, Brown & Platt. ====================================================== NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY DISTRIBUTION MADE PURSUANT HERETO SHALL, UNDER ANY CIRCUMSTANCE, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. ------------------------ TABLE OF CONTENTS
PAGE ---- Available Information................. 2 Summary............................... 3 Risk Factors.......................... 15 The Company........................... 20 The Rights Offering................... 20 The Distribution...................... 25 Use of Proceeds....................... 29 Capitalization........................ 30 Dividend Policy....................... 30 Management's Discussion and Analysis of Financial Condition and Results of Operations....................... 31 Business.............................. 33 Taxation of the Company and its Shareholders........................ 37 Plan of Distribution.................. 40 Management............................ 41 Principal and Selling Shareholders.... 47 Certain Transactions.................. 48 Description of Omega Worldwide Stock............................... 48 Certain Antitakeover Provisions....... 51 Experts............................... 58 Legal Matters......................... 58 Index to Financial Statements......... F-1
------------------------ UNTIL APRIL 27, 1998 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL DEALERS EFFECTING TRANSACTIONS IN THE COMMON STOCK DISTRIBUTED PURSUANT HERETO, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS. ====================================================== ====================================================== OMEGA WORLDWIDE, INC. 10,250,000 SHARES OF COMMON STOCK 2,250,000 RIGHTS TO PURCHASE SHARES OF COMMON STOCK ------------------ PROSPECTUS ------------------ ====================================================== PART II. INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The following table sets forth the expenses expected to be incurred in connection with the issuance and distribution of the Omega Worldwide Common Stock and Rights registered hereby, all of which expenses, except for the SEC registration fee, are estimates:
DESCRIPTION AMOUNT ----------- ------ SEC Registration Fee..................................... $ 13,386 Listing Fee.............................................. $ 75,000 Transfer Agent's and Related Fee......................... $ 25,000 Printing and Engraving Fees.............................. $ 75,000 Legal Fees and Expenses.................................. $ 250,000 Accounting Fees and Expenses............................. $ 200,000 Miscellaneous............................................ $ 111,614 --------- Total.................................................. $ 750,000 =========
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The MGCL permits a Maryland corporation to include in its Charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or (b) active and deliberate dishonesty established by a final judgment as being material to the cause of action. The Charter contains such a provision which eliminates such liability to the maximum extent permitted by Maryland law. The Charter authorizes the Company, to the maximum extent permitted by Maryland law, to obligate itself to indemnify and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (a) any present or former director or officer or (b) any individual who, while a director of the Company and at the request of the Company, serves or has served another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or any other enterprise as a director, officer, partner or trustee of such corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or other enterprise from and against any claim or liability to which such person may become subject or which such person may incur by reason of his status as a present or former director or officer of the Company. The Bylaws of the Company obligate it, to the maximum extent permitted by Maryland law, to indemnify and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (a) any present or former director or officer who is made a party to the proceeding by reason of his service in that capacity or (b) any individual who, while a director of the Company and at the request of the Company, serves or has served another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or any other enterprise as a director, officer, partner or trustee of such corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or other enterprise and who is made a party to the proceeding by reason of his service in that capacity. The Charter and Bylaws also permit the Company to indemnify and advance expenses to any person who served a predecessor of the Company in any of the capacities described above and to any employee or agent of the Company or a predecessor of the Company. The MGCL requires a corporation (unless its charter provides otherwise, which the Charter does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he is made a party by reason of his service in that capacity. The MGCL permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made a party by reason of their service in those or other capacities unless it is established that (a) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty, (b) the director or officer actually received an improper personal benefit in money, property or services or II-1 (c) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. However, under the MGCL, a Maryland corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis that personal benefit was improperly received, unless in either case a court orders indemnification and then only for expenses. In addition, the MGCL permits a corporation to advance reasonable expenses to a director or officer upon the corporation's receipt of (a) a written affirmation by the director or officer of his good faith belief that he has met the standard of conduct necessary for indemnification by the corporation and (b) a written undertaking by him or on his behalf to repay the amount paid or reimbursed by the corporation if it shall ultimately be determined that the standard of conduct was not met. The Charter also specifically authorizes the Company, or a subsidiary or an affiliate of the Company, to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Company, or who, while a director, officer, employee or agent of the Company, is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, real estate investment trust, partnership, joint venture, trust, other enterprise or employee benefit plan against any liability asserted against and incurred by such person in any such capacity or arising out of such person's position, whether or not the Company would have the power to indemnify against such liability under the provisions of Section 2-418 of the MGCL. The Charter provides that no future amendment to the Charter shall affect any right of any person under these provisions based on any event, omission or proceeding prior to such amendment. The Company has entered into indemnification agreements with each of its officers and directors. The indemnification agreements require, among other things, that the Company indemnify its officers and directors to the fullest extent permitted by law, and advance to the officers and directors all related expenses, subject to reimbursement if it is subsequently determined that the indemnification is not permitted. The Company also must indemnify and advance expenses incurred by officers and directors seeking to enforce their rights under the indemnification agreements and cover officers and directors under the Company's directors' and officers' liability insurance. Although the indemnification agreements offer substantially the same scope of coverage afforded by provisions in the Charter and Bylaws, they provide greater assurance to directors and executive officers that indemnification will be available, because, as contracts, they cannot be modified unilaterally in the future by the Board of Directors or by the stockholders to alter, limit or eliminate the rights they provide. ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES. In connection with the formation of the Company, Omega Healthcare Investors, Inc., a Maryland corporation ("Omega"), became the Company's sole stockholder by acquiring 1,000 shares (100%) of its outstanding common stock for $1,000. This issuance and sale of common stock is claimed to be exempt from the registration provisions of the Securities Act of 1933 pursuant to Section 4(2) of the Act. II-2 ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (a) Exhibits EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ------- ----------- 3.1* -- Form of Articles of Amendment and Restatement 3.2* -- Form of Amended and Restated Bylaws 3.3* -- Form of Articles Supplementary for the Series B Preferred Stock 3.4* -- Form of Articles Supplementary for the Series A Preferred Stock (included as part of Exhibit 10.6) 4.1* -- Specimen stock certificate 5* -- Opinion of Mayer, Brown & Platt as to the legality of the Common Stock and Rights being registered 8* -- Tax Opinion of Mayer, Brown & Platt 10.1* -- Form of Stock Option and Restricted Stock Plan 10.2* -- Form of Opportunity Agreement, dated as of April 1, 1998, between Omega and the Company 10.3* -- Form of Services Agreement, dated as of April 1, 1998, between Omega and the Company 10.4* -- Form of Contribution Agreement, dated as of April 1, 1998 between Omega and the Company 10.5* -- Amended and Restated Advisory Agreement, dated as of July 21, 1995, between the Company (successor by assignment to Omega) and Principal 10.6* -- Form of Rights Agreement, dated as of April 1, 1998, between the Company and Chicago Trust Company of New York 10.7* -- Form of Indemnification Agreements 10.8* -- Form of Rights Investors Agreement, dated as of April 1, 1998, between the Company and the Rights Investors 21* -- List of Subsidiaries 23.1 -- Consent of Ernst & Young 23.2 -- Consent of Ernst & Young LLP 23.3 -- Consent of Grant Thornton 23.4 -- Consent of Mayer, Brown & Platt (included as part of Exhibit 5 and Exhibit 8) 99.1* -- Form of Rights Certificate 99.2* -- Form of Notice of Guaranteed Delivery
- ------------------------- * Previously filed (b) Financial Statement Schedules. Not applicable. ITEM 17. UNDERTAKINGS The undersigned registrant hereby undertakes: 1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: a. To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; b. To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no II-3 more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. c. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; 2. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. To remove from registration by means of post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ann Arbor, State of Michigan, on April 2, 1998. OMEGA WORLDWIDE, INC. (Registrant) By: /s/ ESSEL W. BAILEY ------------------------------------ Essel W. Bailey, Jr. President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURES TITLE DATE ---------- ----- ---- /s/ ESSEL W. BAILEY President, Chief Executive Officer - ------------------------------------------------ and Director April 2, 1998 Essel W. Bailey, Jr. /s/ DAVID A. STOVER Vice President and Chief Financial - ------------------------------------------------ Officer (Principal Financial and David A. Stover Accounting Officer) April 2, 1998 /s/ JAMES P. FLAHERTY Chief Operating Officer April 2, 1998 - ------------------------------------------------ James P. Flaherty
II-5 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ------- ----------- 3.1* -- Form of Articles of Amendment and Restatement 3.2* -- Form of Amended and Restated Bylaws 3.3* -- Form of Articles Supplementary for the Series B Preferred Stock 3.4* -- Form of Articles Supplementary for the Series A Preferred Stock (included as part of Exhibit 10.6) 4.1* -- Specimen stock certificate 5* -- Opinion of Mayer, Brown & Platt as to the legality of the Common Stock and Rights being registered 8* -- Tax Opinion of Mayer, Brown & Platt 10.1* -- Form of Stock Option and Restricted Stock Plan 10.2* -- Form of Opportunity Agreement, dated as of April 1, 1998, between Omega and the Company 10.3* -- Form of Services Agreement, dated as of April 1, 1998, between Omega and the Company 10.4* -- Form of Contribution Agreement, dated as of April 1, 1998 between Omega and the Company 10.5* -- Amended and Restated Advisory Agreement, dated as of July 21, 1995, between the Company (successor by assignment to Omega) and Principal 10.6* -- Form of Rights Agreement, dated as of April 1, 1998, between the Company and Chicago Trust Company of New York 10.7* -- Form of Indemnification Agreements 10.8* -- Form of Rights Investors Agreement, dated as of April 1, 1998, between the Company and the Rights Investors 21* -- List of Subsidiaries 23.1 -- Consent of Ernst & Young 23.2 -- Consent of Ernst & Young LLP 23.3 -- Consent of Grant Thornton 23.4 -- Consent of Mayer, Brown & Platt (included as part of Exhibit 5 and Exhibit 8) 99.1* -- Form of Rights Certificate 99.2* -- Form of Notice of Guaranteed Delivery
- ------------------------- * Previously filed \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001052017_newpark_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001052017_newpark_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..b0960ddca8ea9cfab3e27343b2d9d57b4067a9fc --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001052017_newpark_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Notes offered hereby will be passed upon by Griggs & Harrison, P.C., Houston, Texas. Certain legal matters in connection with the Offering will be passed upon for the Underwriter by Baker & Botts, L.L.P., New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001052018_newpark_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001052018_newpark_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..b0960ddca8ea9cfab3e27343b2d9d57b4067a9fc --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001052018_newpark_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Notes offered hereby will be passed upon by Griggs & Harrison, P.C., Houston, Texas. Certain legal matters in connection with the Offering will be passed upon for the Underwriter by Baker & Botts, L.L.P., New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001052019_eae_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001052019_eae_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..b0960ddca8ea9cfab3e27343b2d9d57b4067a9fc --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001052019_eae_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Notes offered hereby will be passed upon by Griggs & Harrison, P.C., Houston, Texas. Certain legal matters in connection with the Offering will be passed upon for the Underwriter by Baker & Botts, L.L.P., New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001052020_eae_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001052020_eae_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..b0960ddca8ea9cfab3e27343b2d9d57b4067a9fc --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001052020_eae_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Notes offered hereby will be passed upon by Griggs & Harrison, P.C., Houston, Texas. Certain legal matters in connection with the Offering will be passed upon for the Underwriter by Baker & Botts, L.L.P., New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001052021_louisiana_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001052021_louisiana_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..b0960ddca8ea9cfab3e27343b2d9d57b4067a9fc --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001052021_louisiana_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Notes offered hereby will be passed upon by Griggs & Harrison, P.C., Houston, Texas. Certain legal matters in connection with the Offering will be passed upon for the Underwriter by Baker & Botts, L.L.P., New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001052054_symbolic_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001052054_symbolic_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..b2f5d7b5971e14524b584797844ace26402318d9 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001052054_symbolic_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company and certain of the Selling Stockholders by its counsel, Cooley Godward LLP, Boulder, Colorado. Certain legal matters in connection with the offering will be passed upon for the Underwriters by Brobeck, Phleger & Harrison LLP, Denver, Colorado. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001052100_waddell_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001052100_waddell_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..1b5fe4bebf440d0785d374d43dd5d79a8afc6897 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001052100_waddell_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Class A Common Stock offered hereby will be passed upon for the Company by Hughes & Luce, L.L.P., Dallas, Texas. Certain legal matters in connection with the sale of shares of Class A Common Stock in the Offering will be passed upon for the Underwriters by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001052102_total_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001052102_total_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..fe1bcd335d787f35f79bf1b73b59dd1a76946e45 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001052102_total_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the Common Stock offered hereby will be passed upon for the Company by Foley & Lardner, Milwaukee, Wisconsin. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001052196_dset-corp_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001052196_dset-corp_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..43282ca23a41c3c3786e92c1c9286d4a472a0909 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001052196_dset-corp_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the Common Stock offered hereby will be passed upon for the Company by Buchanan Ingersoll, Princeton, New Jersey. Certain legal matters in connection with the offering will be passed upon for the Underwriters by Testa, Hurwitz & Thibeault, LLP, Boston, Massachusetts. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001052262_happy_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001052262_happy_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..f9beff12c13d42986d79e1f06f66f38174bfbc11 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001052262_happy_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters in connection with the legality of the shares offered by this Prospectus will be passed upon for the Company by Buchanan Ingersoll, Princeton, New Jersey. Certain legal matters in connection with the Offering will be passed upon for the Underwriters by Rosenman & Colin LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001052327_click2lear_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001052327_click2lear_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..f9c5cf6ec3033977fa133d1dfa90cde7a404885f --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001052327_click2lear_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Fenwick & West LLP, Palo Alto, California. Attorneys at Fenwick & West LLP will purchase an aggregate of 4,000 shares of Common Stock in this offering. Certain legal matters in connection with this offering will be passed upon for the Underwriters by Brobeck, Phleger & Harrison LLP, Palo Alto, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001052489_american_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001052489_american_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..5a135f4aab8d708a4d887b149a9315122781d508 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001052489_american_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Paul, Hastings, Janofsky & Walker LLP, New York, New York. Certain legal matters in connection with the Offering will be passed upon for the Underwriters by Fried, Frank, Harris, Shriver & Jacobson, a partnership including professional corporations, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001052637_reltec_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001052637_reltec_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..869fa4608592ff4558a3c347b488025e0747d479 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001052637_reltec_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Latham & Watkins, New York, New York and for the Underwriters by Simpson Thacher & Bartlett, New York, New York. Certain partners of Latham & Watkins, members of their respective families, related persons and others have an indirect interest, through limited partnerships, in less than 1% of the Common Stock. Such persons do not have the power to vote or dispose of such shares of Common Stock. Simpson Thacher & Bartlett renders legal services to KKR on a regular basis. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001052743_frontline_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001052743_frontline_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..8e59a4537ef9a8a958b699b617e577509df1553f --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001052743_frontline_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The legality of the issuance of the shares of RSI Common Stock to be distributed in the Distribution and to be issued in respect of the Rights Offering, and certain legal matters relating to federal income tax considerations, will be passed upon for RSI by Brown & Wood LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001052773_atlantic_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001052773_atlantic_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..27bfa5ebeb22eb601ce565057b243b6573cc3249 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001052773_atlantic_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Testa, Hurwitz & Thibeault, LLP, Boston, Massachusetts. Certain legal matters in connection with this offering will be passed upon for the Underwriters by Hale and Dorr LLP, Boston, Massachusetts. Mr. Hurwitz, a partner of Testa, Hurwitz & Thibeault, LLP, serves as Trustee of each of the Robert W. Howe Grantor Retained Annuity Trust and the William H. Gallagher Grantor Retained Annuity Trust (collectively, the "Trusts"), which Trusts each beneficially own 258,860 shares of the Company's Common Stock. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001052796_dri-i-inc_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001052796_dri-i-inc_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..3cd464bbdeaa35b519f21ef721f02d4379420413 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001052796_dri-i-inc_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the New Senior Subordinated Notes being offered hereby and certain other legal matters relating to the Offering will be passed upon for the Company by Latham & Watkins, New York, New York. Latham & Watkins also represented DLJMBPII in connection with the Recapitalization. Certain legal matters relating to the Offering will be passed upon for the Underwriter by Weil, Gotshal & Manges LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001052895_us_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001052895_us_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..86eeb54c9e4b318dfd5850487d70346445ed1145 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001052895_us_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain matters with respect to the validity of the Notes have been passed upon the Company by Amy Waters, Attorney at Law, Waxahachie, Texas. The discussion of the federal income tax consequences relating to the Notes has been passed upon by Tyson Hopkins, independent certified public accountant, Oklahoma City, Oklahoma. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001053469_epitaxx_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001053469_epitaxx_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..c3b4ee91e22f2489b6bc4fc6e928bac5239d0540 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001053469_epitaxx_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the validity of the Class A Common Stock offered hereby will be passed upon for the Company by Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Boston, Massachusetts, and for the Underwriters by O'Sullivan Graev & Karabell, LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001053705_wfs_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001053705_wfs_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..1b88c28a3048e72972ba771891d0cefdd1e803b0 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001053705_wfs_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the Securities, including certain federal and California income tax matters, will be passed upon for the Seller by Mitchell, Silberberg & Knupp LLP, Los Angeles, California. Brown & Wood LLP, San Francisco, California will act as counsel for the Underwriters. Certain legal matters relating to the Policies will be passed upon for Financial Security by Bruce E. Stern, Esq., General Counsel, Financial Security or an Associate General Counsel of Financial Security and by Rogers & Wells, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001053997_ise-labs_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001053997_ise-labs_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..13abc34c9948ed5b923e1b1fac697c7a8eab5d14 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001053997_ise-labs_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company and the Selling Shareholders by Brobeck, Phleger & Harrison LLP, Palo Alto, California. Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California, is acting as counsel to the Underwriters in connection with this offering. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001054290_us-lec-llc_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001054290_us-lec-llc_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..5c9cf96354c06443bffcc72e879dcd07b76716f9 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001054290_us-lec-llc_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Class A Common Stock will be passed upon for the Company by Moore & Van Allen, PLLC, Charlotte, North Carolina and for the Underwriters by Paul, Hastings, Janofsky & Walker LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001054374_broadcom_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001054374_broadcom_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..3a1e89dab82796c2ef5748a6b5ca0382ed14a20c --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001054374_broadcom_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company and the Selling Shareholders by Brobeck, Phleger & Harrison LLP, Irvine, California. Brobeck, Phleger & Harrison LLP holds a warrant to purchase 10,000 shares of Class A Common Stock at an exercise price equal to $24.00 per share. Certain legal matters relating to this offering will be passed upon for the Underwriters by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001054394_onyx_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001054394_onyx_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..5bee0311d63ecd267f3d4d6a0ffab0efd26c78c5 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001054394_onyx_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain matters with respect to the legality of the Certificates and with respect to the federal income tax matters discussed under "Certain Federal Income Tax Consequences" will be passed upon for the Seller by Andrews & Kurth L.L.P., Dallas, Texas. Certain legal matters with respect to the Certificates will be passed upon for the Underwriters by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York. Certain legal matters relating to the Financial Guarantee Insurance Policy will be passed upon for the Insurer by Shaw Pittman Potts & Trowbridge, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001054396_clinichem_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001054396_clinichem_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..d02bbe7bba2088af9919a1d005c6bef39e5f4968 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001054396_clinichem_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The statements included in this Prospectus under the caption "Income Tax Considerations-United States Federal Income Tax Considerations" have been reviewed by Kirkland & Ellis, New York, CliniChem's United States counsel. The statements included in this Prospectus under the caption "Income Tax Considerations--Canadian Federal Income Tax Considerations", and certain other legal matters relating to the Distribution have been passed upon by Stikeman, Elliott, Montreal, CliniChem's Canadian Counsel. The Honorable James A. Grant, P.C., Q.C., a partner of Stikeman, Elliott, is a director of BioChem. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001054423_camelot_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001054423_camelot_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..9f72778fdaa399349246da56bf48bb7e31da6af4 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001054423_camelot_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the validity of the Common Stock offered hereby will be passed upon for the Company by Calfee, Halter & Griswold LLP, Cleveland, Ohio. Calfee, Halter & Griswold LLP provides legal services to McDonald & Company Securities, Inc. on a regular basis. Certain legal matters relating to the Offerings will be passed upon for the Underwriters by Fried, Frank, Harris, Shriver & Jacobson (a partnership including professional corporations), New York, New York. [ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS] The Underwriters do not intend to confirm sales of the Common Stock offered hereby to any accounts over which they exercise discretionary authority. The Company and the Selling Stockholders have agreed to indemnify the International Managers and the U.S. Underwriters against certain liabilities, including certain liabilities under the Securities Act, or to contribute to payments the U.S. Underwriters and the International Managers may be required to make in respect thereof. Until the distribution of the Common Stock is completed, rules of the Securities and Exchange Commission may limit the ability of the Underwriters and certain selling group members to bid for and purchase the Common Stock. As an exception to these rules, the U.S. Representatives are permitted to engage in certain transactions that stabilize the price of the Common Stock. Such transactions consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of the Common Stock. If the Underwriters create a short position in the Common Stock in connection with the Offerings, i.e., if they sell more shares of Common Stock than are set forth on the cover page of this Prospectus, the U.S. Representatives may reduce that short position by purchasing Common Stock in the open market. The U.S. Representatives may also elect to reduce any short position by exercising all or part of the over-allotment option described above. The U.S. Representatives may also impose a penalty bid on certain Underwriters and selling group members. This means that if the U.S. Representatives purchase shares of Common Stock in the open market to reduce the Underwriters' short position or to stabilize the price of the Common Stock, they may reclaim the amount of the selling concession from the Underwriters and selling group members who sold those shares as part of the Offerings. In general, purchases of a security for the purpose of stabilization or to reduce a short position could cause the price of the security to be higher than it might be in the absence of such purchases. The imposition of a penalty bid might also have an effect on the price of the Common Stock to the extent that it discourages resales of the Common Stock. Neither the Company nor any of the Underwriters makes any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the Common Stock. In addition, neither the Company nor any of the Underwriters makes any representation that the U.S. Representatives will engage in such transactions or that such transactions, once commenced, will not be discontinued without notice. Each International Manager has agreed that (i) it has not offered or sold and, prior to the expiration of the period of six months from the Closing Date, will not offer or sell any shares of Common Stock to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which do not constitute an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995; (ii) it has complied and will comply with all applicable provisions of the Financial Services Act 1986 with respect to anything done by it in relation to the Common Stock in, from or otherwise involving the United Kingdom; and (iii) it has only issued or passed on and will only issue or pass on in the United Kingdom any document received by it in connection with the issuance of Common Stock to a person who is of a kind described in Article 11(3) of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1996 or is a person to whom such document may otherwise lawfully be issued or passed on. No action has been or will be taken in any jurisdiction (except in the United States) that would permit a public offering of the shares of Common Stock, or the possession, circulation or distribution of this Prospectus or any other material relating to the Company, the Selling Stockholders or shares of Common Stock in any jurisdiction where action for that purpose is required. Accordingly, the shares of Common Stock may not be offered or sold, directly or indirectly, and neither this Prospectus nor any other offering material or advertisements in connection with the shares of Common Stock may be distributed or published, in or from any country or jurisdiction except in compliance with any applicable rules and regulations of any such country or jurisdiction. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001054565_advanta_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001054565_advanta_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..cf5fcf706f6482045949e4e7ba2d4da81803c1fe --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001054565_advanta_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS AFFECTING THE RECEIVABLES GENERAL. The Contracts are triple-net leases, requiring the Users to pay all taxes, maintenance and insurance associated with the Equipment, and are primarily non-cancelable by the Users. The Contracts are "hell or high water" leases, under which the obligations of the User are absolute and unconditional, regardless of any defense, setoff or abatement which the User may have against ABS, the Servicer, the Issuers, or any other person or entity whatsoever. Events of default under the Contracts are generally the result of failure to pay amounts when due, failure to observe other covenants in the Contract, misrepresentations by, or the insolvency, bankruptcy or appointment of a trustee or receiver for the User under a Contract. The remedies of the lessor (and the Issuers as assignee) following a notice and cure period are generally to seek to enforce the performance by the User of the terms and covenants of the Contract (including the User's obligation to make scheduled payments) or recover damages for the breach thereof, to accelerate the balance of the remaining scheduled payments paid to terminate the rights of the User under such Contract. Although the Contracts permit the lessor to repossess and dispose of the related Equipment in the event of a lease default, and to credit such proceeds against the User's liabilities thereunder, such remedies may be limited where the User thereunder is subject to bankruptcy, or other insolvency proceedings. UCC AND BANKRUPTCY CONSIDERATIONS. The Contracts generally consist of "chattel paper" which creates a security interest in the related item of Equipment with respect to such Contract. A security interest in personal property is generally not a perfected security interest unless a UCC financing statement has been filed in the appropriate filing office with respect to such security interest. The Originator has filed UCC financing statements in its favor against Users in respect of Equipment, with an original Equipment cost in excess of $25,000. Financing statements in favor of the Originator with respect to approximately 31.10% of the Original Statistical Aggregate Contract Principal Balance will have been so filed. Generally, no action will be taken to perfect the interest of the Originator in any Equipment to the extent the original Equipment cost of the related Equipment is less than or equal to $25,000. As a result, the Originator generally does not have a perfected security interest in Equipment with an original Equipment cost of less than or equal to $25,000, which represents approximately 68.90% of the Original Statistical Aggregate Contract Principal Balance. To the extent UCC financing statements evidencing the Originator's security interest in the Equipment have not been filed against the User (i.e., with respect to those Users relating to Equipment with an original cost of less than $25,000) no such security interests in the Equipment will be perfected in favor of the Originator, the Issuers or the Trustee. Consequently, another party (such as a creditor of the User) may acquire rights in the Originator's interest in the Equipment superior to those of the Issuer or the Trustee. The lack of a perfected security interest in certain Equipment will result in claims against such Users being unsecured and may adversely affect the ability of the Servicer to realize on such Equipment. With respect to Contracts relating to items of Equipment with original Equipment costs in excess of $25,000, the Originator will represent and warrant that a UCC financing statement in its favor has been filed in the appropriate filing office, with the result that the Originator has obtained a perfected security interest in such Equipment. Because of the administrative burden and expense involved, no UCC financing statements will be individually assigned by the Originator to either the Issuers or the Trustee. However, general, "blanket" UCC financing statements naming (i) the Originator, as debtor, and the Issuers as secured party (in New Jersey), and (ii) the Issuers, as debtors, and the Trustee as secured party (in most states). Furthermore, certain provisions of the Bankruptcy Code provide that the retention of bare legal title to a property interest, such as a lien on personal property, for servicing purposes, does not, in and of itself, vest beneficial ownership of such a property interest in the legal title holder. The likely legal result of the foregoing, in light of the transfer of the Contracts and the Equipment to the Issuers, is to transfer to the Issuers the benefits of all perfected security interests in those items of Equipment in which the Originator itself had a perfected security interest (i.e., with respect to items of Equipment with an original Equipment cost in excess of $25,000). Pursuant to the Indenture, the Issuers will pledge all of their respective right, title and interest in and to the Trust Estate (including security interests in the Equipment) to the Trustee for the benefit of the Noteholders. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001054566_advanta_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001054566_advanta_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..cf5fcf706f6482045949e4e7ba2d4da81803c1fe --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001054566_advanta_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS AFFECTING THE RECEIVABLES GENERAL. The Contracts are triple-net leases, requiring the Users to pay all taxes, maintenance and insurance associated with the Equipment, and are primarily non-cancelable by the Users. The Contracts are "hell or high water" leases, under which the obligations of the User are absolute and unconditional, regardless of any defense, setoff or abatement which the User may have against ABS, the Servicer, the Issuers, or any other person or entity whatsoever. Events of default under the Contracts are generally the result of failure to pay amounts when due, failure to observe other covenants in the Contract, misrepresentations by, or the insolvency, bankruptcy or appointment of a trustee or receiver for the User under a Contract. The remedies of the lessor (and the Issuers as assignee) following a notice and cure period are generally to seek to enforce the performance by the User of the terms and covenants of the Contract (including the User's obligation to make scheduled payments) or recover damages for the breach thereof, to accelerate the balance of the remaining scheduled payments paid to terminate the rights of the User under such Contract. Although the Contracts permit the lessor to repossess and dispose of the related Equipment in the event of a lease default, and to credit such proceeds against the User's liabilities thereunder, such remedies may be limited where the User thereunder is subject to bankruptcy, or other insolvency proceedings. UCC AND BANKRUPTCY CONSIDERATIONS. The Contracts generally consist of "chattel paper" which creates a security interest in the related item of Equipment with respect to such Contract. A security interest in personal property is generally not a perfected security interest unless a UCC financing statement has been filed in the appropriate filing office with respect to such security interest. The Originator has filed UCC financing statements in its favor against Users in respect of Equipment, with an original Equipment cost in excess of $25,000. Financing statements in favor of the Originator with respect to approximately 31.10% of the Original Statistical Aggregate Contract Principal Balance will have been so filed. Generally, no action will be taken to perfect the interest of the Originator in any Equipment to the extent the original Equipment cost of the related Equipment is less than or equal to $25,000. As a result, the Originator generally does not have a perfected security interest in Equipment with an original Equipment cost of less than or equal to $25,000, which represents approximately 68.90% of the Original Statistical Aggregate Contract Principal Balance. To the extent UCC financing statements evidencing the Originator's security interest in the Equipment have not been filed against the User (i.e., with respect to those Users relating to Equipment with an original cost of less than $25,000) no such security interests in the Equipment will be perfected in favor of the Originator, the Issuers or the Trustee. Consequently, another party (such as a creditor of the User) may acquire rights in the Originator's interest in the Equipment superior to those of the Issuer or the Trustee. The lack of a perfected security interest in certain Equipment will result in claims against such Users being unsecured and may adversely affect the ability of the Servicer to realize on such Equipment. With respect to Contracts relating to items of Equipment with original Equipment costs in excess of $25,000, the Originator will represent and warrant that a UCC financing statement in its favor has been filed in the appropriate filing office, with the result that the Originator has obtained a perfected security interest in such Equipment. Because of the administrative burden and expense involved, no UCC financing statements will be individually assigned by the Originator to either the Issuers or the Trustee. However, general, "blanket" UCC financing statements naming (i) the Originator, as debtor, and the Issuers as secured party (in New Jersey), and (ii) the Issuers, as debtors, and the Trustee as secured party (in most states). Furthermore, certain provisions of the Bankruptcy Code provide that the retention of bare legal title to a property interest, such as a lien on personal property, for servicing purposes, does not, in and of itself, vest beneficial ownership of such a property interest in the legal title holder. The likely legal result of the foregoing, in light of the transfer of the Contracts and the Equipment to the Issuers, is to transfer to the Issuers the benefits of all perfected security interests in those items of Equipment in which the Originator itself had a perfected security interest (i.e., with respect to items of Equipment with an original Equipment cost in excess of $25,000). Pursuant to the Indenture, the Issuers will pledge all of their respective right, title and interest in and to the Trust Estate (including security interests in the Equipment) to the Trustee for the benefit of the Noteholders. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001054579_hastings_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001054579_hastings_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..14fc5852c38478f328d28f419da2788c8c839db7 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001054579_hastings_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the validity of the shares of Common Stock offered hereby will be passed upon for the Company by Locke Purnell Rain Harrell (A Professional Corporation), Dallas, Texas. Certain legal matters will be passed upon for the Underwriters by Vinson & Elkins L.L.P., Dallas, Texas. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001054636_us_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001054636_us_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..220766e03db91d6b570a235b65e66bed6a5d5075 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001054636_us_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Class A Common Stock being offered hereby will be passed upon for the Company by Paul, Weiss, Rifkind, Wharton & Garrison, New York, New York, and for the Underwriters by Davis Polk & Wardwell, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001054839_anthra_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001054839_anthra_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..3954ef0c8c2fee2d318ad59fc307afeaba9cc6a0 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001054839_anthra_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the securities offered hereby is being passed upon for the Company by Morrison & Foerster LLP, New York, New York. Certain legal matters will be passed upon for the Underwriter by Goldstein & DiGioia LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001054878_crum_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001054878_crum_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..d8dcedadc4f636df7142d48cbe08c9b52e56b367 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001054878_crum_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Shearman & Sterling, New York, New York and for the Underwriters by LeBoeuf, Lamb, Greene & MacRae, L.L.P., a limited liability partnership including professional corporations, New York, New York. LeBoeuf, Lamb, Greene & MacRae, L.L.P. has represented Talegen, its subsidiaries (including the Company) and affiliates in connection with various matters. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001054930_intercept_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001054930_intercept_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..162be88100f01f3202855fb0963d2cceeb7aca24 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001054930_intercept_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of shares of Common Stock offered hereby is being passed upon for the Company by Nelson Mullins Riley & Scarborough, L.L.P., Atlanta, Georgia. Glenn W. Sturm, a partner in Nelson Mullins Riley & Scarborough, L.L.P., is a director of the Company, and certain members of the firm, including Mr. Sturm, own an aggregate of 380,181 shares of Common Stock and options to acquire 28,554 shares of Common Stock. See "Management" and "Principal and Selling Shareholders." Certain legal matters related to this Offering will be passed upon for the Underwriters by Alston & Bird LLP, Atlanta, Georgia. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001055105_c-w_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001055105_c-w_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..764df477a6c8af241081babb26a204c2faf0098f --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001055105_c-w_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters have been passed upon for the Company by Morrison Cohen Singer & Weinstein, LLP, New York, New York. The validity of the securities offered hereby has been passed upon for the Company by Pelaghias, Christodoulou & Vrachas, Cyprus counsel for the Company. The statements relating to patent matters have been passed upon by Pepper Hamilton LLP, Washington, D.C. Certain legal matters have been passed upon for the Underwriters by FischbeinoBadilloo WagneroHarding, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001055231_tristar_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001055231_tristar_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..bd832c73bff330fe8ab4afcd9feccd777806b265 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001055231_tristar_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters in connection with the Offering will be passed upon for the Company and the Selling Stockholders by Weil, Gotshal & Manges LLP, New York, New York. Robert Todd Lang, the sole shareholder of a professional corporation which is a partner of Weil, Gotshal & Manges LLP, is a limited partner of Odyssey and, accordingly, has a fractional undivided interest in the Common Stock of the Company owned by Odyssey. Certain legal matters in connection with the Offering will be passed upon for the Underwriters by Piper & Marbury L.L.P., Baltimore, Maryland. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001055246_unigraphic_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001055246_unigraphic_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..e0563a93f74240c52b5f7419ccf50f25ebdfe4b5 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001055246_unigraphic_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the shares of Class A Common Stock offered by this Prospectus will be passed upon for the Company by Baker & Botts, L.L.P., Dallas, Texas. Certain legal matters in connection with the sale of the Class A Common Stock offered hereby will be passed upon for the Underwriters by Shearman & Sterling, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001055286_rock_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001055286_rock_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..1abf07cd7bf7626dd7e3a08e8c7372906874618a --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001055286_rock_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Shares to be offered by this Prospectus will be passed upon for Rock and the Selling Shareholders by Honigman Miller Schwartz and Cohn, Detroit, Michigan. Certain legal matters in connection with the Offering will be passed upon for the Underwriters by Berick, Pearlman & Mills Co., L.P.A., Cleveland, Ohio. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001055458_aztec_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001055458_aztec_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..5399e0277b685031d9c7a141ab668a72ebc8dcd6 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001055458_aztec_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Wilmer, Cutler & Pickering, Washington, D.C. Certain legal matters in connection with the Common Stock will be passed upon for the Underwriters by Winston & Strawn, Chicago, Illinois. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001055564_workflow_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001055564_workflow_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..b9db8659a32753782a497a2eef4d1042c3c393af --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001055564_workflow_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Workflow Management is involved in various lawsuits arising in the ordinary course of business. Workflow Management believes that the outcome of these matters will not have a material adverse effect on the Company's business, financial condition or results of operations. MANAGEMENT EXECUTIVE OFFICERS AND DIRECTORS Following this Offering, it is anticipated that the directors, executive officers and key employees of the Company will be as follows:
NAME AGE POSITION - ----------------------------------------------------- --- ----------------------------------------------------- OFFICERS AND DIRECTORS OF THE COMPANY: Thomas B. D'Agostino................................. 55 Chairman of the Board, President, Chief Executive Officer and Director Steven R. Gibson..................................... 38 Vice President and Chief Financial Officer Claudia S. Amlie..................................... 29 Vice President and General Counsel Thomas A. Brown, Sr.(1)(2)........................... 55 Director Gus J. James, II(1).................................. 59 Director Jonathan J. Ledecky.................................. 40 Director Timothy L. Tabor..................................... 44 Director F. Craig Wilson(2)................................... 48 Director KEY EMPLOYEES OF SUBSIDIARIES: John Conway.......................................... 55 President of Data Business Forms Limited Thomas B. D'Agostino, Jr.*........................... 31 President of SFI of Delaware, LLC Robert M. Fishbein................................... 55 Co-Chairman and Co-President of United Envelope, LLC Richard M. Schlanger................................. 53 Co-Chairman and Co-President of United Envelope, LLC Andre Beaudet........................................ 55 President of Hano Document Printers, Inc.
- ------------------ * Thomas B. D'Agostino, Jr. is the son of Thomas B. D'Agostino, Chairman of the Board and Chief Executive Officer of the Company. (1) Member of the Audit Committee. (2) Member of the Compensation Committee. The Board of Directors intends to increase its size from six to seven members following this Offering and to appoint the seventh director to serve on the Compensation Committee. THOMAS B. D'AGOSTINO is Chairman of the Board, President and Chief Executive Officer of the Company. Mr. D'Agostino was President of SFI and its predecessor company, Forms & Peripherals, Inc., from 1972 until 1998, and was appointed President of U.S. Office Products Print Management Division in January 1997 when U.S. Office Products acquired SFI and Hano. STEVEN R. GIBSON is Vice President and Chief Financial Officer of the Company, the position to which he was appointed in April 1998. From February 1997 until April 1998, Mr. Gibson was President of Cortez Financial Services, Inc, an investment banking company. From May 1985 to February 1997, he was employed in various positions at NationsBank Corporation, ultimately serving as Senior Vice President. CLAUDIA S. AMLIE was appointed Vice President and General Counsel of the Company in May 1998. From July 1997 until April 1998, she served as an associate attorney at the law firm of Edwards & Angell in Palm Beach, Florida. Ms. Amlie worked as an associate attorney at Foley & Lardner in West Palm Beach, Florida from June 1996 to July 1997 and Stearns, Weaver, Miller, Weissler, Alhadeff & Sitterson in Miami, Florida from August 1994 to May 1996. Ms. Amlie graduated from law school in 1994. THOMAS A. BROWN, SR. has served as the Vice President-Purchasing/Sourcing/Logistics of Pfizer, Inc., a large pharmaceutical company, since May 1996. From June 1991 until May 1996, Mr. Brown was Vice President-Procurement of Aetna, Inc., a national insurance company. GUS J. JAMES, II is the President, a director and shareholder of the law firm of Kaufman & Canoles in Norfolk, Virginia. Mr. James has practiced law with Kaufman & Canoles since 1967. See "Certain Transactions." JONATHAN J. LEDECKY will serve as a director and an employee of the Company and each of the other Spin-Off Companies. He founded Consolidation Capital Corporation in February 1997 and will serve as its Chairman and Chief Executive Officer. Mr. Ledecky founded U.S. Office Products in October 1994 and will serve as its Chairman of the Board until the Distribution Date and served as its Chief Executive Officer until November 5, 1997. Mr. Ledecky has also served as the Non-Executive Chairman of the Board of USA Floral Products, Inc. since April 1997 and has been a director of UniCapital Corporation since October 1997. Mr. Ledecky served from 1989 to 1991 as the President of The Legacy Fund, Inc., and from 1991 to September 1994 as President and Chief Executive Officer of Legacy Dealer Capital Fund, Inc., a wholly-owned subsidiary of Steelcase Inc. Prior to his tenure at The Legacy Fund, Inc., Mr. Ledecky was a partner at Adler and Company and a Senior Vice President at Allied Capital Corporation, an investment management company. TIMOTHY L. TABOR served as Executive Vice President of U.S. Office Products Print Management Division and Executive Vice President and Chief Operating Officer of SFI and Hano from May 1997 until the Distribution Date. From 1996 until 1997, he served as an executive officer of SFI and Hano. From 1993 to 1995, Mr. Tabor managed his own investments. From 1987 to 1993, Mr. Tabor held various positions with Tudor Investment Corp., serving as Director of Technology from 1987 to 1990, Director of the Securities Department from 1990 until 1992 and as a proprietary trader in 1993. F. CRAIG WILSON has served as Chief Executive Officer and Chairman of the Board of Cortez III Service Corporation ("Cortez III") since March 1997. Cortez III provides logistics and technical services to various governmental agencies. Mr. Wilson also serves as President of EC III, Inc., a joint venture of Cortez III, and EG&G, Inc. From 1993 to 1997, Mr. Wilson was Chief Operating Officer of Cortez III. JOHN CONWAY has served as President of DBF since 1992. From 1987 to 1992, Mr. Conway was Vice President and General Manager of Data East. THOMAS B. D'AGOSTINO, JR. was appointed President of SFI in 1998. He previously served as Vice President of Sales of SFI from 1997 until 1998. From 1995 to 1997, he served as President of Hano. From 1993 to 1995, Mr. D'Agostino, Jr. held several other positions with Hano, including Vice President of Sales and Marketing and General Manager. ROBERT M. FISHBEIN is Co-Chairman of United. He has also served as Co-President of United since 1994. From 1982 to 1994, Mr. Fishbein held the position of Executive Vice President of United. RICHARD M. SCHLANGER is also Co-Chairman of United. He has also served as Co-President of United since 1994. From 1982 to 1994, Mr. Schlanger held the position of Executive Vice President of United. ANDRE BEAUDET is President of both Hano and Multiple Pakfold, Inc., the distributor arm of DBF. Mr. Beaudet joined DBF in 1992 when it acquired Southam Paragon, where he had been employed since 1965. From 1986 to 1997, Mr. Beaudet held a variety of positions at Southam Paragon, including President and Vice President. Directors are elected for a one-year term and hold office until their successors have been elected and qualified or until such director's earlier resignation or removal. COMMITTEES OF THE BOARD The Board of Directors has an Audit Committee. The Audit Committee is charged with reviewing Workflow Management's annual audit and meeting with the Company's independent accountants to review the Company's internal controls and financial management practices. Messrs. Brown and James are members of the Audit Committee. The Board of Directors has a Compensation Committee. The Compensation Committee is charged with determining the compensation of Workflow Management's executive officers and administering the 1998 Stock Incentive Plan. Mr. Wilson and Mr. Brown are members of the Compensation Committee. See "--1998 Stock Incentive Plan." LEDECKY SERVICES AGREEMENT Jonathan J. Ledecky entered into the Ledecky Services Agreement with U.S. Office Products on January 13, 1998, as amended and restated as of June 8, 1998, which will be effective on the Distribution Date and contingent on the consummation of the Distributions. The Ledecky Services Agreement will expire on September 30, 1998 if none of the Distributions has occurred by that date. If the Ledecky Services Agreement becomes effective, it will replace his employment agreement with U.S. Office Products as amended November 4, 1997. The principal terms of this agreement, as amended, are summarized here. The Ledecky Services Agreement governs Mr. Ledecky's continuing obligations to U.S. Office Products. Under the Ledecky Services Agreement, Mr. Ledecky will report to the U.S. Office Products Board and will provide high-level acquisition negotiation services and strategic business advice. Under the Agreement, Mr. Ledecky will remain an employee of U.S. Office Products at an annual salary of $48,000 through June 30, 2001. As a continuing employee of U.S. Office Products, Mr. Ledecky will also retain his existing U.S. Office Products' options despite his reduction in services to U.S. Office Products. U.S. Office Products can terminate Mr. Ledecky's employment only for "cause" where cause consists of (i) his conviction of, or guilty or nolo contendere plea to, a felony demonstrably and materially injurious to U.S. Office Products, or (ii) his violation of the non-competition provision as it relates to U.S. Office Products. If Mr. Ledecky resigns or is terminated, he will cease to vest in his U.S. Office Products stock options and will have 90 days to exercise any vested options. The Company is entering into an employment agreement with Mr. Ledecky, effective as of June 10, 1998, that will implement assigned portions of the Ledecky Services Agreement. Under the employment agreement, Mr. Ledecky will report to the Board of Directors and senior management of the Company. In such capacity, Mr. Ledecky will provide high-level acquisition negotiation services and strategic business advice. The Company can require Mr. Ledecky's performance of such services, consistent with his other contractual obligations to Consolidation Capital Corporation, U.S. Office Products and the other Spin-Off Companies. As an employee, Mr. Ledecky will also be subject to the generally applicable personnel policies of the Company and will be eligible for such benefit plans in accordance with their terms. The Company will pay Mr. Ledecky an annual salary of $48,000 for up to two years. The Company may terminate Mr. Ledecky's employment with "cause," where cause is defined as in the Ledecky Services Agreement as modified to refer to the Company. The Ledecky Services Agreement provides for non-competition and non-solicitation restrictions that continue until the end of a specified restricted period, which for Workflow Management, means the later of June 10, 2000 or the date one year after Mr. Ledecky leaves Workflow Management's employ. These provisions generally restrict Mr. Ledecky from, among other things, investing in or working for or on behalf of any business selling any products or services in direct competition with U.S. Office Products or the Spin-Off Companies (collectively, the "U.S. Office Products Companies"), within 100 miles of any location where the relevant U.S. Office Products Company regularly maintains an office with employees. (For this purpose, "products or services" are those that U.S. Office Products offered on January 13, 1998.) Notwithstanding this prohibition, Mr. Ledecky may serve in a policy making role (but not engage in direct personal competition) with respect to the following businesses: (i) certain businesses that are potentially competitive with Aztec Technology Partners, Inc. if those businesses (A) relate to computer installation and servicing, (B) information technology, or (C) telecommunications, and if, when acquired, the businesses met certain revenue limits and had their principal place of business in the same metropolitan area as that of the acquiring electrical contracting and services business; (ii) businesses selling, supplying, or distributing janitorial or sanitary products or services; (iii) businesses managing or servicing office equipment (other than computers); (iv) businesses providing internet access services; (v) UniCapital Corporation's current businesses (which include equipment leasing); or (vi) U.S. Marketing Services. The Ledecky Services Agreement prohibits Mr. Ledecky from trying to hire away managerial employees of the U.S. Office Products Companies or from calling upon customers of the U.S. Office Products Companies to solicit or sell products or services in direct competition with the U.S. Office Products Companies. Mr. Ledecky also may not hire away for Consolidation Capital Corporation any person then or in the preceding one year employed by the U.S. Office Products Companies. U.S. Office Products is permitted to (and will) assign to Workflow Management the ability to enforce the non-competiton provisions described above as to its own business, which will then constitute part of his employment agreement with the Company. Mr. Ledecky is receiving a stock option for Common Stock from Workflow Management as of June 10, 1998. The option is intended to compensate Mr. Ledecky for his services to Workflow Management as an employee. That option is being granted under the Company's 1998 Stock Incentive Plan. The option covers 7.5% of the outstanding Common Stock, determined as of the Distribution Date, without regard to the Offering. The per share exercise price of the option is equal to the initial public offering price of the Common Stock. If this Offering does not occur, the exercise price of Mr. Ledecky's option will be equal to the closing sale price of the Common Stock on Nasdaq on June 10, 1998 (the date of the grant). The estimated value of this option depends on its exercise price and the trading volatility of the Common Stock. Based on an assumed initial public offering price of $13.00 per share and an assumed trading volatility index of the Common Stock of 40%, the estimated value of the option would be approximately $2.8 million, net of taxes at an assumed 40% rate. Mr. Ledecky's option fully vests when granted but will not be exercisable until the 12-month anniversary of the Workflow Distribution. Mr. Ledecky's option from the Company will be exercisable immediately if Mr. Ledecky dies before the option expires or, if Workflow Management accelerates the exercise schedule of options for substantially all management option holders (in this latter case, Mr. Ledecky's option will become exercisable on the same accelerated schedule as the other Workflow Management option holders). All unexercised portions of the option will expire ten years after its date of grant or, if applicable, as of the date Mr. Ledecky violates his non-competition agreement with Workflow Management. DIRECTOR COMPENSATION Non-employee directors will receive cash compensation in the amount of $10,000 per year. In addition, non-employee directors are receiving formula stock options under the 1998 Stock Incentive Plan of 15,000 shares as of June 10, 1998, exercisable at the initial public offering price. If the Offering does not occur, the exercise price of the options granted as of June 10, 1998 will be equal to the closing sale price of the Common Stock on Nasdaq on June 10, 1998. Non-employee directors are also eligible to receive formula stock options for additional shares at each annual meeting at which such director is reelected to the Company's Board of Directors. The exercise price of these options will be the fair market value of the Common Stock on the date of grant. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION No member of the Board of Directors of Workflow Management has ever been an officer of the Company or any of its subsidiaries, except that Mr. D'Agostino was the President of U.S. Office Products Print Management Division, and a member of the Board of Directors of SFI prior to the Distribution Date, and Mr. Tabor was the Executive Vice President of U.S. Office Products Print Management Division and the Executive Vice President and Chief Operating Officer of SFI and Hano prior to the Distribution Date. Mr. Tabor has resigned as an officer of the Print Management Division of U.S. Office Products, SFI and Hano. In addition, Mr. Ledecky was the Chief Executive Officer of U.S. Office Products until November 5, 1997 and will be Chairman of U.S. Office Products until the Distribution Date. EXECUTIVE COMPENSATION The following table sets forth information with respect to the compensation paid by the Company for services rendered during the fiscal year ended April 25, 1998 to the Chief Executive Officer and to the other officers of the Company whose combined compensation exceeded $100,000 during this period (collectively the "Named Officers"): SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG TERM ---------------------- COMPENSATION ALL OTHER NAME AND PRINCIPAL POSITION SALARY BONUS OPTIONS(#) COMPENSATION - -------------------------------------------------------- ---------- ---------- ------------- ------------- Thomas B. D'Agostino Chairman of the Board, Chief Executive Officer and Director of the Company............................... $ 400,000 $ -0- 45,000 $ 9,968(1) Michael B. Feldman Vice President of Finance and Chief Financial Officer of the Company (3)........ $ 133,750 $ 25,000 37,500 $ 6,319(2) Timothy L. Tabor (4) Executive Vice President-- U.S. Office Products Print Management Division and Director of the Company....... $ 260,000 $ 25,000 15,000 $ 5,041(5)
- ---------------------- (1) Includes $6,805 of insurance premiums and $3,163 of 401(k) plan contributions paid by the Company on Mr. D'Agostino's behalf. (2) Includes $3,403 of insurance premiums and $2,916 of 401(k) plan contributions paid by the Company on Mr. Feldman's behalf. (3) Steven R. Gibson assumed the position of Vice President and Chief Financial Officer on April 8, 1998. (4) Mr. Tabor has resigned as an officer of the Print Management Division of U.S. Office Products, SFI and Hano. (5) Includes $5,041 of insurance premiums paid by the Company on Mr. Tabor's behalf. EMPLOYMENT CONTRACTS AND RELATED MATTERS On January 23, 1997, SFI entered into an employment agreement with Thomas B. D'Agostino. The employment agreement provides for a four-year term. Pursuant to this agreement, Mr. D'Agostino is entitled to receive minimum annual compensation of $400,000, incentive bonuses and certain perquisites and benefits. In the event that Mr. D'Agostino's employment is terminated for any reason other than cause, Mr. D'Agostino's employment agreement provides that he is entitled to receive his base salary and benefits for the longer of (i) six months from the date of termination or (ii) the remaining time under the term of the employment agreement. The employment agreement also contains a non-competition covenant which prohibits Mr. D'Agostino from engaging in certain activities during the term of the employment agreement and for the longer of (i) a period of one year thereafter or (ii) as long as Mr. D'Agostino continues to receive severance payments from SFI. The Company is entering into a new employment agreement with Mr. D'Agostino after the closing of the Offering. The terms of such employment agreement will not differ materially from the terms of Mr. D'Agostino's current employment agreement with SFI, except that the maximum incentive bonus payable to Mr. D'Agostino is currently $300,000 and the incentive bonus payable to Mr. D'Agostino under his employment agreement with the Company will not be subject to any maximum. On January 23, 1997, Hano entered into an employment agreement with Timothy L. Tabor in the capacity of Executive Vice President. The employment agreement provided a one-year initial term and a one-year renewal term. Pursuant to this agreement, Mr. Tabor was entitled to receive minimum annual compensation of $260,000, incentive bonuses as determined by the compensation committee of the U.S. Office Products' Board of Directors and certain perquisites and benefits upon termination for any reason other than cause, Mr. Tabor's employment agreement provides that he is entitled to receive his base salary and benefits for the longer of (i) three months from the date of termination or (ii) the remaining time under the term of the employment agreement. The employment agreement also contains a non-competition covenant which prohibits Mr. Tabor from engaging in certain activities during the term of the employment agreement and for the longer of (i) a period of one year thereafter or (ii) as long as Mr. Tabor continues to receive severance payments from Hano. The Company has entered into employment agreements with Steven R. Gibson, Vice President and Chief Financial Officer, Claudia S. Amlie, Vice President and General Counsel, and certain other employees (collectively, the "Executive Employment Agreements") on the general terms described here. The Executive Employment Agreements (i) provide for an initial term of two years; (ii) contain non-competition covenants which prohibit the employees from engaging in certain activities during the term of the Executive Employment Agreements and for the longer of (x) a period of one year thereafter or (y) as long as the employees receive severance payments from the Company; and (iii) provide for severance payments upon termination without cause for the longer of (x) three months from the date of termination or (y) the remaining term under the Executive Employment Agreement. Under the Executive Employment Agreements, employees are eligible to receive up to 50% of their base salary in bonus compensation, payable in cash or stock based awards, as determined by the Compensation Committee based on specified performance criteria. Mr. Gibson's base salary under his Executive Employment Agreement is $175,000 annually and Ms. Amlie's base salary under her Executive Employment Agreement is $110,000 annually. INDEMNIFICATION The Certificate of Incorporation of the Company provides that no director will be liable to the Company or its stockholders for monetary damages for a breach of fiduciary duty to the fullest extent permissible under Delaware law. The Company's By-laws provide that the Company will, to the fullest extent permitted under Delaware law, indemnify its officers and directors against any damages arising out of their actions as officers or directors of the Company. REPLACEMENT OF OUTSTANDING U.S. OFFICE PRODUCTS OPTIONS Substantially all vested and unvested options (the "U.S. Office Products Options") to acquire shares of U.S. Office Products' common stock that are held by Workflow Management employees on the Distribution Date are being replaced with options (the "Workflow Options") to acquire shares of Common Stock. As of the Distribution Date, approximately 835,862 U.S. Office Products Options were held by employees of Workflow Management (assuming all option holders tendered all the shares underlying their options in the Tender Offer). The number of Workflow Options that will be outstanding after the Distributions will depend on the trading prices of U.S. Office Products' common stock around the time of the Distributions and the public offering price of the Common Stock in the Offering. For those reasons, the number of Workflow Options into which the U.S. Office Products Options will convert is not yet determinable. The following formulae will be used to adjust the number and exercise price of U.S. Office Products Options. Such formulae will adjust solely for the Distributions and not for other events, such as the Tender Offer. The formulae will not affect when the options vest or when employees can exercise the options. The exercise price of U.S. Office Products Options will be adjusted by applying the following formula: Exercise Price (New) = Exercise Price (Old) X Initial Public Offering Price of Common Stock in the Offering Trading Price of U.S. Office Products' Common Stock Pre-Workflow Distribution The number of U.S. Office Products Options will be adjusted by applying the following formula: Option Shares (New)=Option Shares (Old) X Trading Price of U.S. Office Products' Common Stock Pre-Workflow Distribution Initial Public Offering Price of Common Stock in the Offering For all optionees, the "Trading Price of U.S. Office Products' Common Stock Pre-Workflow Distribution" will be the average closing price of U.S. Office Products' common stock for the lesser of (a) ten business days preceding the Distributions, or (b) the number of business days falling between the expiration of the Tender Offer and the completion of the Distributions. If the initial public offering price cannot be determined at the time of the adjustment, the closing price on June 10, 1998 will be substituted for the initial public offering price in the formulae. The foregoing formula adjustments are intended to preserve for the holders of U.S. Office Products Options the intrinsic value per option, measured as the difference between the market value of one share of U.S. Office Products' common stock at the time of the Workflow Distribution and the exercise price of such option. The intrinsic value of the adjusted Workflow Options will be no greater than the intrinsic value of the U.S. Office Products Options immediately before the Distributions, and the ratio of exercise price to market price will be not less than the ratio immediately before the Distributions. 1998 STOCK INCENTIVE PLAN The Company has adopted the 1998 Stock Incentive Plan (the "Plan"). The purpose of the Plan is to promote the long-term growth and profitability of the Company by providing employees with incentives to improve stockholder value and contribute to the growth and financial success of the Company, and by enabling the Company to attract, retain and reward highly motivated and qualified employees. The maximum percentage of shares of Common Stock that may be issued with respect to awards granted under the Plan is 30% of the outstanding Common Stock of the Company following the Workflow Distribution, without regard to this Offering. The maximum number of shares that may be issued with respect to awards granted under the Plan to any individual in a calendar year may not exceed 1,500,000 shares. The Plan will be administered by the Compensation Committee of the Board of Directors. All employees of the Company and its subsidiaries, as well as non-employee directors of the Company, are eligible to receive awards under the Plan. The Plan authorizes the Compensation Committee to make awards of stock options, restricted stock, stock appreciation rights and other stock-based awards. The Compensation Committee will determine the prices, vesting schedules, expiration dates and other material conditions under which such awards may be exercised. As of June 10, 1998, Mr. Ledecky is receiving a stock option for Common Stock from Workflow Management, pursuant to the Plan. The option is intended to compensate Mr. Ledecky for his services to Workflow Management as an employee. The option covers 7.5% of the outstanding Common Stock determined as of the Distribution Date, without regard to the Offering. The per share exercise price of the option is equal to the initial public offering price of the Common Stock. Mr. Ledecky's option fully vests when granted but will not be exercisable until the 12-month anniversary of the Distribution Date. Mr. Ledecky's option from the Company will be exercisable immediately if Mr. Ledecky dies before the option expires or, if and to the extent that, Workflow Management accelerates the exercise schedule of options for substantially all Workflow Management option holders. All unexercised portions of the option will expire ten years after its date of grant or, if applicable, as of the date Mr. Ledecky violates his non-competition agreement with Workflow Management. As of June 10, 1998, Thomas B. D'Agostino is also receiving an option (the "D'Agostino Option") pursuant to the Plan for 7.5% of the outstanding Common Stock as of the Distribution Date, without regard to the Offering. The D'Agostino Option is on the same terms as Mr. Ledecky's option, including an exercise price equal to the initial public offering price. The estimated value of this option depends on its exercise price and the trading volatility of the Common Stock. Based on an assumed initial public offering price of $13.00 per share and an assumed trading volatility index of the Common Stock of 40%, the estimated value of the option would be approximately $2.8 million, net of taxes at an assumed 40% rate. In addition to Mr. Ledecky and Mr. D'Agostino, certain executive officers and key employees of the Company are receiving option grants for a total of 905,000 shares of Common Stock, including option grants to Steven R. Gibson and Claudia S. Amlie for 175,000 and 50,000 shares of Common Stock, respectively, at the initial public offering price of this Offering. The options will vest in equal installments over three years from the date of grant. If the Offering does not occur, the exercise price of the options granted as of June 10, 1998 will be equal to the closing sale price of the Common Stock on Nasdaq on June 10, 1998. OPTIONS GRANTED IN FISCAL YEAR 1998 The following table sets forth certain information regarding options to acquire common stock of U.S. Office Products granted to the Named Officers during the year ended April 25, 1998. All options were granted by U.S. Office Products as options to acquire U.S. Office Products' common stock and are being replaced with options to acquire Common Stock of the Company in connection with the Workflow Distribution. See "--Replacement of Outstanding U.S. Office Products Options."
POTENTIAL REALIZABLE VALUE AT ASSUMED ANNUAL RATES OF STOCK PRICE PERCENT OF APPRECIATION FOR OPTIONS TOTAL OPTIONS OPTION TERM (4) GRANTED GRANTED IN EXERCISE EXPIRATION ---------------------- NAME (1)(2) FISCAL YEAR(3) PRICE (2) DATE 5% 10% - ------------------------------ ------------- --------------- ------------- ---------- --------- ----------- Thomas B. D'Agostino.......... 45,000 5.9% $ 15.17 4/28/07 $ 429,315 $ 1,087,968 Timothy L. Tabor.............. 15,000 2.0% $ 15.17 4/28/07 $ 143,105 $ 362,656 Michael B. Feldman............ 15,000 2.0% $ 15.17 4/28/07 $ 143,105 $ 362,656 22,500 2.9% $ 21.13 9/17/07 $ 298,992 $ 757,705
- -------------------- (1) The options granted are non-qualified stock options, which are exercisable at the market price on the date of grant. (2) The exercise price of U.S. Office Products Options will be adjusted by applying the following formula: Exercise Price (New) = Exercise Price (Old) X Initial Public Offering Price of Common Stock in this Offering Trading Price of U.S. Office Products' Common Stock Pre-Workflow Distribution The number of U.S. Office Products Options will be adjusted by applying the following formula: Option Shares (New) = Option Shares (Old) XTrading Price of U.S. Office Products' Common Stock Pre-Workflow Distribution Initial Public Offering Price of Common Stock in the Offering For all optionees, the "Trading Price of U.S. Office Products' Common Stock Pre-Workflow Distribution" will be the average closing price of U.S. Office Products' common stock for the lesser of (a) ten business days preceding the Distributions, or (b) the number of business days falling between the expiration of the Tender Offer and the completion of the Distributions. If the initial public offering price cannot be determined at the time of the adjustment, the closing price on June 10, 1998 will be substituted for the initial public offering price in the formulae. The exercise price and number of options will be adjusted solely for the Distributions and not for other events, such as the Tender Offer. The foregoing formula adjustments are intended to preserve for the holders of U.S. Office Products Options the intrinsic value per option, measured as the difference between the market value of one share of U.S. Office Products' common stock at the time of the Workflow Distribution and the exercise price of such option. The intrinsic value of the adjusted Workflow Options will be no greater than the intrinsic value of the U.S. Office Products Options before the Distributions, and the ratio of exercise price to market price will be not less than the ratio before the Distributions. The formulae will not affect when the options vest or when employees can exercise the options. (3) Total options granted means all options granted to employees of Workflow Management. (4) The dollar amounts under these columns are the results of calculations at assumed annual rates of stock appreciation of 5% and 10%. These assumed rates of growth were selected by the Securities and Exchange Commission (the "Commission") for illustration purposes only. They are not intended to forecast possible future appreciation, if any, of stock prices. No gain to the optionees is possible without an increase in stock prices, which will benefit all stockholders. AGGREGATE OPTION EXERCISES IN FISCAL YEAR ENDED APRIL 25, 1998 AND FISCAL YEAR-END 1998 OPTION VALUES The following table sets forth certain information regarding option exercises and unexercised options held by the Named Officers at April 25, 1998. All options were granted by U.S. Office Products as options to acquire U.S. Office Products' common stock are being replaced with options to acquire shares of Common Stock of the Company in connection with the Workflow Distribution. See "--Replacement of Outstanding U.S. Office Products Options."
VALUE OF UNEXERCISED NUMBER OF UNEXERCISED IN-THE- OPTIONS HELD AT APRIL 25, MONEY OPTIONS AT FISCAL 1998 (1) (4) YEAR END ($) (1) (2) (3) SHARES ACQUIRED VALUE -------------------------- -------------------------- NAME ON EXERCISE (#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE - ---------------------------- --------------- ----------- ----------- ------------- ----------- ------------- Thomas B. D'Agostino........ -- -- -- 45,000 -- $ 76,725 Timothy L. Tabor............ 48,522 486,601 -- 15,000 -- $ 25,575 Michael B. Feldman.......... -- -- 36,391 37,500 $ 224,714 $ 25,575
- ------------------ (1) The exercise price of U.S. Office Products Options will be adjusted by applying the following formula: Exercise Price (New) = Exercise Price (Old) X Initial Public Offering Price of Common Stock in the Offering Trading Price of U.S. Office Products' Common Stock Pre-Workflow Distribution The number of U.S. Office Products Options will be adjusted by applying the following formula: Option Shares (New) = Option Shares (Old) XTrading Price of U.S. Office Products' Common Stock Pre-Workflow Distribution Initial Public Offering Price of Common Stock in the Offering For all optionees, the "Trading Price of U.S. Office Products' Common Stock Pre-Workflow Distribution" will be the average closing price of U.S. Office Products' common stock for the lesser of (a) ten business days preceding the Distributions, or (b) the number of business days falling between the expiration of the Tender Offer and the completion of the Distributions. If the initial public offering price cannot be determined at the time of the adjustment, the closing price on June 10, 1998 will be substituted for the initial public offering price in the formulae. The exercise price and number of options will be adjusted solely for the Distributions and not for other events, such as the Tender Offer. The foregoing formula adjustments are intended to preserve for the holders of U.S. Office Products Options the intrinsic value per option, measured as the difference between the market value of one share of U.S. Office Products' common stock at the time of the Workflow Distribution and the exercise price of such option. The intrinsic value of the adjusted Workflow Options will be no greater than the intrinsic value of the U.S. Office Products Options before the Distributions, and the ratio of exercise price to market price will be not less than the ratio before the Distributions. The formulae will not affect when the options vest or when employees can exercise the options. (2) Options are "in-the-money" if the closing market price of U.S. Office Products' common stock exceeds the exercise price of the options. (3) The value of unexercised options represents the difference between the exercise price of such options and $16.875, the closing market price of U.S. Office Products' common stock at April 24, 1998. (4) 25% of these options became exercisable on April 28, 1998. CERTAIN TRANSACTIONS On January 24, 1997, in separate, related transactions, U.S. Office Products acquired SFI and Hano from Thomas B. D'Agostino, the Chairman and Chief Executive Officer of Workflow Management, and other stockholders, including Thomas B. D'Agostino, Jr., Mr. D'Agostino's son, for a total of 3,628,500 shares of U.S. Office Products' common stock valued at $18.00 per share. The transactions were effected through mergers which were accounted for as pooling-of-interests. At the time of the acquisitions, Mr. D'Agostino owned 98% of the issued and outstanding securities of SFI, and 75% of the issued and outstanding securities of Hano, and received 3,387,699 shares of U.S. Office Products' common stock in consideration for these transactions. Thomas B. D'Agostino, Jr. received 73,144 shares of U.S. Office Products' common stock in consideration for these transactions. In connection with the transaction, SFI entered into a four-year employment agreement with Mr. D'Agostino which provided for an annual salary of $400,000 and a one-year employment agreement with Timothy L. Tabor, a Director of the Company, which provided an annual salary of $260,000. See "Management--Employment Contracts and Related Matters." These transactions were the subject of arm's-length negotiations with U.S. Office Products. The Company has from time to time retained the law firm of Kaufman & Canoles in connection with certain legal representations. Gus J. James, II, a Director of the Company, is the President, a director and a shareholder of Kaufman & Canoles. Prior to December 1996, SFI leased warehouse space from a partnership in which Mr. D'Agostino had a 50% interest. The total payments by SFI under this lease were $81,000 in each of calendar years 1995 and 1996. This lease was terminated in December 1996. The Company believes that the terms of this transaction are as favorable as could be negotiated with third parties. Prior to or after the Workflow Distribution, the Company expects to enter into a lease with an entity owned or controlled by Mr. D'Agostino for office space in Norfolk, Virginia. The terms of any such lease have not yet been determined. The Company anticipates that lease payments will be based on the market value of the office space and will be comparable to rents that would be charged to parties not affiliated with Mr. D'Agostino. The Company believes that the terms of this transaction are as favorable as could be negotiated with third parties. SFI loaned Mr. D'Agostino $453,000 in 1995 and $382,000 in 1996. Interest accrued on amounts outstanding at prime plus 1%. All of Mr. D'Agostino's outstanding indebtedness to SFI was offset against dividend distributions to Mr. D'Agostino. The Company believes that the terms of this transaction were subject to terms no less favorable than an arm's-length transaction. Workflow Management is granting a license of the Imagenet technology to U.S. Office Products effective on the Distribution Date. Workflow Management will retain ownership of Imagenet, but U.S. Office Products will receive a perpetual, non-exclusive, non-transferable license to use the technology and the source code to develop derivative applications; provided, however, that for a period of 30 months, U.S. Office Products will not use the Imagenet technology or any derivative application to offer its customers the kind of print and forms services that Workflow Management offers its customers, including print-on- demand and print management. U.S. Office Products has agreed to refer customers seeking such services to the Company during the restricted period. The license fee payable with respect to the license will be a one time fee of $5,000. The Company believes that the terms of the license are commercially reasonable as between the Company and U.S. Office Products. For a discussion of matters related to the spin-off of the Company from U.S. Office Products, see "The Spin-Offs From U.S. Office Products." For a discussion of transactions between the Company and Mr. Ledecky, see "Management--Ledecky Services Agreement." PRINCIPAL STOCKHOLDERS The following table sets forth the number and percentage of outstanding shares of U.S. Office Products' common stock beneficially owned as of May 15, 1998 and as adjusted to reflect the Workflow Distribution and this Offering (assuming no exercise of the Underwriters' over-allotment option), by (i) all persons known by Workflow Management to own beneficially more than 5% of the U.S. Office Products' common stock, (ii) each director and each Named Officer who is a stockholder, and (iii) all directors and executive officers as a group. All persons listed below have sole voting and investment power with respect to their shares of U.S. Office Products' common stock unless otherwise indicated.
NUMBER OF PERCENT OF SHARES OF SHARES OF PERCENT OF U.S. WORKFLOW WORKFLOW NUMBER OF SHARES OFFICE PRODUCTS MANAGEMENT MANAGEMENT OF U.S. OFFICE COMMON STOCK COMMON STOCK, COMMON STOCK, PRODUCTS COMMON PRIOR TO AS ADJUSTED AS ADJUSTED NAME AND ADDRESS OF BENEFICIAL OWNER STOCK OFFERING (1) (1) - -------------------------------------------- ----------------- --------------- -------------- ------------- OFFICERS AND DIRECTORS Thomas B. D'Agostino (7).................... 500,183(2) * 50,043 * 301 Australian Ave. Palm Beach, FL 33480 Thomas A. Brown, Sr......................... 0 0% 0 0% 165 Flanders Road Bethlehem, CT 06751 Jonathan J. Ledecky (7)..................... 2,428,125(3) 1.8 248,520 1.7 240 Royal Palm Way Palm Beach, Florida 33480 Gus J. James, II............................ 0 0 0 0 One Commercial Place Norfolk, VA 23514 Timothy L. Tabor (7)........................ 3,750(4) * 0 0 276 Park Avenue South New York, NY 10010 Michael B. Feldman (7)...................... 40,141(5) * 0 0 3701 E. Virginia Beach Blvd. Norfolk, VA 23502 F. Craig Wilson............................. 0 0 0 0 4841 Tramway Ridge Drive N.E. Albuquerque, NM 87111 All current executive officers and directors 2,972,199 2.2 298,563 2.0 as a group (six persons) (7).............. 5% STOCKHOLDERS FMR Corp.(6)................................ 15,754,406 11.7 1,612,474 9.4 Devonshire Street Boston, MA 02109 Massachusetts Financial Services (6)........ 8,262,886 6.1 845,712 4.9 500 Boylston Street Boston, MA 02116
- ------------------ * Less than 1%. (1) The "Number of Shares of Workflow Management Common Stock, As Adjusted" and "Percent of Shares of Workflow Management Common Stock, as Adjusted" reflect the results of the Tender Offer (assuming each person tendered all their shares and all their shares underlying options in the Tender Offer), the application of the Distribution Ratio and the Offering and assumes no options are exercisable within 60 days. (2) Includes 11,250 shares which may be acquired upon exercise of U.S. Office Products Options exercisable within 60 days following the Workflow Distribution. Excludes Mr. D'Agostino's option for 7.5% of the Common Stock that the Company expects to grant under the 1998 Stock Incentive Plan, which will not be exercisable until the 12-month anniversary of the Workflow Distribution. See "Management--1998 Stock Incentive Plan." (3) Excludes options for U.S. Office Products' common stock that will not be converted into options for Common Stock at the time of the Workflow Distribution. Also excludes Mr. Ledecky's option for up to 7.5% of the Common Stock that will be granted under the Company's 1998 Stock Incentive Plan, which will not be exercisable until the 12-month anniversary of the Workflow Distribution. See "Management--Ledecky Services Agreement." \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001055684_unicapital_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001055684_unicapital_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..a16cc3c21f21039155ef256f3dd5ab7d129d8985 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001055684_unicapital_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Morgan, Lewis & Bockius LLP, Pittsburgh, Pennsylvania. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001056099_asset_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001056099_asset_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..1701ef8ca57457f8b0c0ff4a1ef262e21de6e919 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001056099_asset_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York. Certain legal matters in connection with the Offering will be passed upon for the Underwriters by Stroock & Stroock & Lavan LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001056294_brio_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001056294_brio_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..f76442d7e88b2b21e6409d5b873c340a7bf16db4 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001056294_brio_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Venture Law Group, A Professional Corporation, Menlo Park, California. Mark B. Weeks, a director of Venture Law Group, is the Secretary of the Company. Certain legal matters relating to this Offering will be passed upon for the Underwriters by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California. As of the date of this Prospectus, certain directors of Venture Law Group and an investment partnership affiliated with Venture Law Group own options to purchase an aggregate of 12,500 shares of the Company's Common Stock and own an aggregate of 10,035 shares of Common Stock. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001056326_genesis_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001056326_genesis_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..8ea95a28ea9bd2a429016fed2679c20aff6a955b --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001056326_genesis_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Morrison & Foerster LLP, New York, New York. Certain legal matters in connection with this offering will be passed upon for the Underwriters by Weil, Gotshal & Manges LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001056364_newtech_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001056364_newtech_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..c1cdd7af5d8cb31060cbe6f9f8331a477ddb5247 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001056364_newtech_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the Common Stock offered hereby will be passed upon for the Company and for the Selling Shareholders by Greenberg Traurig Hoffman Lipoff Rosen & Quentel, P.A., Miami, Florida, and for the Underwriters by Cahill Gordon & Reindel (a partnership including a professional corporation), New York, New York. Cesar L. Alvarez, a shareholder of Greenberg Traurig Hoffman Lipoff Rosen & Quentel, P.A., owns 500,000 shares of the Company's Common Stock. As to certain matters of Florida Law, Cahill Gordon & Reindel will rely on the opinion of Greenberg Traurig Hoffman Lipoff Rosen & Quentel, P.A. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001056385_hiway_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001056385_hiway_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..1b2f1f52448e86a90f1980dc7eaf1ac3b902ffc3 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001056385_hiway_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the shares of Common Stock offered hereby will be passed upon for the Company by Fenwick & West LLP, Palo Alto, California. Certain legal matters in connection with this offering will be passed upon for the Underwriters by Venture Law Group, A Professional Corporation, Menlo Park, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001056562_united_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001056562_united_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..762df2ec5b086aecd50491189492a8d6077a263b --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001056562_united_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The legality of the Common Stock offered hereby will be passed on for the Company by the international law firm of McDermott, Will & Emery. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001056677_bearcom_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001056677_bearcom_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..54601fa0d8586eda9c5d2cb595157bed0ba95d83 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001056677_bearcom_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the shares of Common Stock covered by this Prospectus will be passed upon for the Company by Gardere & Wynne, L.L.P., Dallas, Texas. Certain legal matters pertaining to the Common Stock will be passed upon for the Underwriters by Vinson & Elkins L.L.P., Dallas, Texas. Larry Schoenbrun, a partner of Gardere & Wynne, L.L.P., owns 36,008 shares of Common Stock of the Company. option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers all or a portion of the economic consequences associated with the ownership of any Common Stock (regardless of whether any of the transactions described in clause (i) or (ii) is to be settled by the delivery of Common Stock, or such other securities, in cash or otherwise) for a period of 180 days after the date of this Prospectus without the prior written consent of DLJ. In addition, during such period, the Company has also agreed not to file any registration statement with respect to, and each of its executive officers, directors and certain shareholders of the Company (including the Selling Shareholders) has agreed not to make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock without DLJ's prior written consent. Prior to the Offering, there has been no established trading market for the Common Stock. The initial public offering price for the shares offered hereby will be determined by negotiation among the Company representatives of the Selling Shareholders and the Representatives. The factors to be considered in determining the initial public offering price include the history of and the prospects for the industry in which the Company competes, the past and present operations of the Company, the historical results of operations of the Company, the prospects for future earnings of the Company, the recent market prices of securities of generally comparable companies and the general condition of the securities markets at the time of the Offering. The Common Stock has been approved for listing on the NYSE under the trading symbol "BCG." The Underwriters have undertaken to sell shares of Common Stock to ensure that the NYSE distribution standards relating to round lots, public shares and aggregate market value will be satisfied. Other than in the United States, no action has been taken by the Company, the Selling Shareholders or the Underwriters that would permit a public offering of the shares of Common Stock offered hereby in any jurisdiction where action for that purpose is required. The shares of Common Stock offered hereby may not be offered or sold, directly or indirectly, nor may this Prospectus or any other offering material or advertisements in connection with the offer and sale of any such shares of Common Stock be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of such jurisdiction. Persons into whose possession this Prospectus comes are advised to inform themselves about and to observe any restrictions relating to the Offering of the Common Stock and the distribution of this Prospectus. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any shares of Common Stock offered hereby in any jurisdiction in which such an offer or a solicitation is unlawful. In connection with the Offering, the Underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the Common Stock. Specifically, the Underwriters may overallot the Offering, creating a syndicate short position. The Underwriters may bid for and purchase shares of Common Stock in the open market to cover such syndicate short position or to stabilize the price of the Common Stock. In addition, the underwriting syndicate may reclaim selling concessions from syndicate members and selected dealers if they repurchase previously distributed Common Stock in syndicate covering transactions, in stabilizing transactions or otherwise. These activities may stabilize or maintain the market price of the Common Stock above independent market levels. The Underwriters are not required to engage in these activities, and may end any of these activities at any time. LEGAL MATTERS The validity of the issuance of the shares of Common Stock covered by this Prospectus will be passed upon for the Company by Gardere & Wynne, L.L.P., Dallas, Texas. Certain legal matters pertaining to the Common Stock will be passed upon for the Underwriters by Vinson & Elkins L.L.P., Dallas, Texas. Larry Schoenbrun, a partner of Gardere & Wynne, L.L.P., owns 36,008 shares of Common Stock of the Company. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001056861_nb_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001056861_nb_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..99c43fa0fec00bfc29df1258c33b2acdaf4ebf88 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001056861_nb_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Series A Preferred Shares offered hereby will be passed upon for the Company by Ballard Spahr Andrews & Ingersoll, Baltimore, Maryland, with respect to certain matters governed by Maryland law. The United States federal income tax considerations with respect to the Offer will be passed upon by Shearman & Sterling, New York, New York. The Canadian federal income tax consequences that would be generally applicable to a holder of Bank Preferred Shares in the event of an Exchange Event will be passed upon by Desjardins Ducharme Stein Monast, Montreal, Canada. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001056885_condominiu_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001056885_condominiu_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..0915e4d677367ca43619ccfaf82db7f8dd7a7e9d --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001056885_condominiu_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the Notes offered hereby will be passed upon for the Company by Meadows, Owens, Collier, Reed, Cousins & Blau, L.L.P., Dallas, Texas. Latham & Watkins, Los Angeles, California, is acting as counsel for the Underwriters in connection with the Note Offering. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001056887_database_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001056887_database_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..0915e4d677367ca43619ccfaf82db7f8dd7a7e9d --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001056887_database_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the Notes offered hereby will be passed upon for the Company by Meadows, Owens, Collier, Reed, Cousins & Blau, L.L.P., Dallas, Texas. Latham & Watkins, Los Angeles, California, is acting as counsel for the Underwriters in connection with the Note Offering. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001056888_bulls-eye_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001056888_bulls-eye_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..0915e4d677367ca43619ccfaf82db7f8dd7a7e9d --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001056888_bulls-eye_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the Notes offered hereby will be passed upon for the Company by Meadows, Owens, Collier, Reed, Cousins & Blau, L.L.P., Dallas, Texas. Latham & Watkins, Los Angeles, California, is acting as counsel for the Underwriters in connection with the Note Offering. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001056889_silverleaf_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001056889_silverleaf_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..0915e4d677367ca43619ccfaf82db7f8dd7a7e9d --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001056889_silverleaf_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the Notes offered hereby will be passed upon for the Company by Meadows, Owens, Collier, Reed, Cousins & Blau, L.L.P., Dallas, Texas. Latham & Watkins, Los Angeles, California, is acting as counsel for the Underwriters in connection with the Note Offering. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001056890_silverleaf_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001056890_silverleaf_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..0915e4d677367ca43619ccfaf82db7f8dd7a7e9d --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001056890_silverleaf_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the Notes offered hereby will be passed upon for the Company by Meadows, Owens, Collier, Reed, Cousins & Blau, L.L.P., Dallas, Texas. Latham & Watkins, Los Angeles, California, is acting as counsel for the Underwriters in connection with the Note Offering. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001056891_silverleaf_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001056891_silverleaf_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..0915e4d677367ca43619ccfaf82db7f8dd7a7e9d --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001056891_silverleaf_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the Notes offered hereby will be passed upon for the Company by Meadows, Owens, Collier, Reed, Cousins & Blau, L.L.P., Dallas, Texas. Latham & Watkins, Los Angeles, California, is acting as counsel for the Underwriters in connection with the Note Offering. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001056892_silverleaf_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001056892_silverleaf_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..0915e4d677367ca43619ccfaf82db7f8dd7a7e9d --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001056892_silverleaf_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the Notes offered hereby will be passed upon for the Company by Meadows, Owens, Collier, Reed, Cousins & Blau, L.L.P., Dallas, Texas. Latham & Watkins, Los Angeles, California, is acting as counsel for the Underwriters in connection with the Note Offering. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001056893_villages_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001056893_villages_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..0915e4d677367ca43619ccfaf82db7f8dd7a7e9d --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001056893_villages_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the Notes offered hereby will be passed upon for the Company by Meadows, Owens, Collier, Reed, Cousins & Blau, L.L.P., Dallas, Texas. Latham & Watkins, Los Angeles, California, is acting as counsel for the Underwriters in connection with the Note Offering. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001056894_bulls-eye_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001056894_bulls-eye_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..0915e4d677367ca43619ccfaf82db7f8dd7a7e9d --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001056894_bulls-eye_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the Notes offered hereby will be passed upon for the Company by Meadows, Owens, Collier, Reed, Cousins & Blau, L.L.P., Dallas, Texas. Latham & Watkins, Los Angeles, California, is acting as counsel for the Underwriters in connection with the Note Offering. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001057187_caliber_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001057187_caliber_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..73de747f5acc16db50580035341744852ed6617f --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001057187_caliber_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The legality of the Common Stock offered hereby has been passed upon for the Company by Piper & Marbury L.L.P., Baltimore, Maryland. A lawyer with Piper & Marbury L.L.P. serves as trustee for two trusts established for the benefit of Mr. Nguyen's children, which hold an aggregate of 49,094 shares of Common Stock. Certain legal matters relating to the offering will be passed upon for the underwriters by Hogan & Hartson L.L.P., Baltimore, Maryland. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001057232_interplay_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001057232_interplay_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..7f90da0ff96295cbf30fc9279a2416a6ae47e2af --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001057232_interplay_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California. An investment partnership in which certain shareholders of Stradling Yocca Carlson & Rauth are partners holds an aggregate of $100,000 of the Company's Subordinated Secured Promissory Notes and Common Stock Warrants, which will be converted into 23,810 shares of Common Stock upon the closing of the Offering at an exercise price of $4.20 per share (based on an assumed initial public offering price of $6.00 per share), and holds 523 shares of the Company's Common Stock. Certain legal matters in connection with the Offering will be passed upon for the Underwriters by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001057489_earthcare_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001057489_earthcare_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..dad3a441108b76d6d516fd6f49b185bb62928d4a --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001057489_earthcare_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by King & Spalding, Atlanta, Georgia. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001057507_resortques_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001057507_resortques_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..db0fd0e72ccba2e832a6badf9d1eaf39c6230ae3 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001057507_resortques_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the shares of Common Stock offered by this Prospectus will be passed upon for the Company by Akin, Gump, Strauss, Hauer & Feld, L.L.P., Washington, D.C. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001057559_medi-cen_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001057559_medi-cen_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..6ab4c44a5fa1afe90ab09885724605aaf980cbf4 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001057559_medi-cen_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the validity of the Common Stock offered hereby will be passed upon for the Company by Gibbons, Del Deo, Dolan, Griffinger & Vecchione, a Professional Corporation, Newark, New Jersey. Certain legal matters will be passed upon for the Underwriters by Venable, Baetjer and Howard, LLP, Baltimore, Maryland. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001057689_caplease_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001057689_caplease_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..8910587430d8ea785d97822cd61000610caaa6d8 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001057689_caplease_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Cadwalader, Wickersham & Taft, New York, New York, who will rely on the opinion of Ballard, Spahr, Andrews & Ingersoll, LLP with respect to matters of Maryland law, and certain legal matters will be passed upon for the Underwriters by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York. W. Christopher White, a partner at Cadwalader, Wickersham & Taft, purchased in 1995 and 1996 a 9% interest in CLF Investors LLC, a 42.875% limited partner in CLF. Mr. White represents the Company on an ongoing basis, in his capacity as a partner at Cadwalader, Wickersham and Taft. Following the Offering, Mr. White will own less than 5% of the Common Stock. In addition, certain other partners in Cadwalader, Wickersham & Taft, who also represent the Company on an ongoing basis, will beneficially own, at the consummation of the Offering, less than 0.15%, in the aggregate, of the then outstanding shares of Common Stock. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001057699_us-home_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001057699_us-home_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..b84cb5f7ab926c295345777d64017c69adb885da --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001057699_us-home_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain matters of Delaware law relating to the validity of the Trust Preferred Securities, the enforceability of the Trust Agreement and the creation of the Trust will be passed upon by Richards, Layton & Finger, P.A., Wilmington, Delaware, special Delaware counsel to the Company and the Trust. The validity of the Guarantee and the Junior Subordinated Debentures will be passed upon for the Company by Tenzer Greenblatt LLP, counsel to the Company. Certain legal matters relating to the offering will be passed upon for the Underwriters by Gibson, Dunn & Crutcher, LLP. Tenzer Greenblatt LLP and Gibson, Dunn & Crutcher LLP will rely on the opinions of Richards, Layton & Finger, P.A. as to certain matters of Delaware law. Certain matters relating to United States federal income tax considerations will be passed upon for the Company by Tenzer Greenblatt LLP. Certain partners of Tenzer Greenblatt LLP are the beneficial owners of options and/or warrants to purchase Common Stock. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001057709_carreker_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001057709_carreker_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..817d4e9ba11a3be4c8e68d2bd09ac019a414b9e3 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001057709_carreker_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the shares of Common Stock offered by this Prospectus will be passed upon for the Company by Locke Purnell Rain Harrell (A Professional Corporation), Dallas, Texas. Maurice E. Purnell, Jr., a shareholder of Locke Purnell Rain Harrell (A Professional Corporation), is the Secretary of the Company. Certain legal matters in connection with the offering will be passed upon for the Underwriters by Brobeck, Phleger & Harrison LLP, Austin, Texas. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001057746_electronic_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001057746_electronic_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..a3284cfc429082f844243f1f982d925e7049317f --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001057746_electronic_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Klehr, Harrison, Harvey, Branzburg & Ellers LLP, Philadelphia, Pennsylvania, and for the Underwriters by King & Spalding, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001057949_landcare_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001057949_landcare_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..084a6f4ca05e95a366505b38bb23581686ba2c28 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001057949_landcare_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed on for the Company by Bracewell & Patterson, L.L.P., Houston, Texas. Certain members of Bracewell & Patterson, L.L.P. are investors in Notre and own in the aggregate an approximate 2% interest in Notre. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001058194_specialty_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001058194_specialty_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..ce68512c8982c7ad941860d9a528fcc1f2cfd299 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001058194_specialty_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the shares of Common Stock offered hereby will be passed upon for the Company by Dechert Price & Rhoads, Philadelphia, Pennsylvania. Certain matters in connection with this Offering will be passed upon for the Underwriters by Stradley, Ronon, Stevens & Young, LLP, Philadelphia, Pennsylvania. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001058371_yuasa-inc_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001058371_yuasa-inc_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..bb53402c45b981f0fc6615ef6beef35bfdc37cfd --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001058371_yuasa-inc_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Stevens & Lee, Philadelphia and Reading, Pennsylvania. Certain legal matters will be passed upon for the Underwriters by Shearman & Sterling, New York, New York. Shearman & Sterling will rely on the opinion of Stevens & Lee with respect to matters of Pennsylvania law. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001058416_orbcomm_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001058416_orbcomm_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..3780e5e45ea500f03b74896d9d77975d1dc9ec45 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001058416_orbcomm_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby and certain other matters will be passed on for the Company by Latham & Watkins, Washington, D.C. Certain legal matters will be passed upon for the Underwriters by Fried, Frank, Harris, Shriver & Jacobson (a partnership including professional corporations), New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001058441_rainbow_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001058441_rainbow_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..bc83ef79e342e1a5fc716e4899290dd627dd19bb --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001058441_rainbow_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The legality of the shares of Common Stock offered hereby will be passed upon for the Company by Kahn, Kleinman, Yanowitz & Arnson Co., L.P.A., Cleveland, Ohio. Certain legal matters will be passed upon for the Underwriters by Nelson Mullins Riley & Scarborough L.L.P., Atlanta, Georgia. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001058590_balance_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001058590_balance_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..6289ec086340aa8b92309de3e03f9ec325124851 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001058590_balance_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by O'Melveny & Myers LLP, Los Angeles, California. Certain legal matters in connection with the offering will be passed upon for the Underwriters by Brobeck, Phleger & Harrison LLP, Palo Alto, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001058667_triangle_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001058667_triangle_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..13e4afb84dfa1af2c59915909dcf2d50587a508d --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001058667_triangle_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the Notes will be passed upon for the Issuer by _________________. Certain legal matters with respect to the Issuer and the Underwriters will be passed upon by Skadden, Arps, Slate, Meagher & Flom LLP. LISTING AND GENERAL INFORMATION Application has been made to list the Senior Notes on the Luxembourg Stock Exchange. Prior to the listing, a legal notice ("Notice Legale") relating to the issuance of the Senior Notes, and the Articles of the Issuer, will be deposited with the Chief Registrar of the District Court in Luxembourg ("Greffier en Chef du Tribunal d'Arrondissement de et a Luxembourg"), where copies thereof may be obtained, free of charge, upon request. As long as any of the Senior Notes are outstanding, copies of the Certificate of Formation and the Limited Liability Company Agreement of the Issuer and the Indenture, will be available for inspection, and the annual and any semi-annual interim financial statements of the Issuer will be obtainable at the offices of Banque Generale du Luxembourg (the "Listing Agent") in the City of Luxembourg, where copies thereof may be obtained upon request. Copies of the Certificate of Formation of the Issuer, the Limited Liability Company Agreement of the Issuer and the Administration Agreement and the resolutions of the member of the Issuer authorizing the issuance of the Senior Notes and authorizing the Indenture and the Administration Agreement will be available for inspection until the maturity of the Senior Notes at the office of the Paying Agent in Luxembourg. Copies of the Indenture, the Repurchase Agreements, the Custodial Agreements, the Credit Swaps, the Monthly Reports as well as all financial and other reports of the Issuer, will be available at the office of the Paying Agent in Luxembourg. Notices to Senior Noteholders will be mailed or faxed to them at their respective addresses or fax numbers noted in the Note Register and will be published (so long as any Senior Notes are listed on the Luxembourg Stock Exchange and the rules of that exchange so require) in a leading newspaper having general circulation in Luxembourg (which is expected to be the Luxembourger Wort). Any such notice will be deemed to have been given on the later of the date of such publication and the day of such mailing or faxing; provided, however, in no case will any such notice be effective with respect to a particular Senior Noteholder later than the date of receipt of such notice by such Senior Noteholder. The Issuer represents that there has been no material adverse change in its financial position since its date of creation. The Issuer is not involved in any litigation or arbitration proceedings relating to claims on amounts which are material in the context of the issue of the Senior Notes, nor, so far as the Issuer is aware, is any such litigation or arbitration involving it pending or threatened. The issuance of the Senior Notes was authorized by the member of the Issuer by resolution adopted on _____, 1998. The Luxembourg Stock Exchange will be duly advised of any change in the criteria used to determine the Interest Rate. INDEX OF DEFINED TERMS Following is an index of defined terms used in this Prospectus and the page number where each definition appears. [To be revised] $.......................................................................... 1 Administration Agreement................................................... 3 Administrator.............................................................. 3 Affected Class......................................................... 4, 33 Available Distribution Amount.......................................... 10, 20 Banking Law............................................................... 48 Basle Recommendations..................................................... 47 BIS....................................................................... 47 Book-Entry Senior Notes.................................................... 9 Calculation Agent......................................................... 21 Certificated Notes......................................................... 9 CFC....................................................................... 50 Class...................................................................... 2 Code..................................................................15, 48 Collateral................................................................ 19 Collection Account........................................................ 41 Collection Accounts...................................................10, 20 Commission................................................................. 1 Contra Amount......................................................5, 16, 34 Country Rating Level...................................................... 40 Credit Swap........................................................... 3, 32 CSAM...................................................................... 44 CSFB.................................................................. 3, 32 CSFBC..................................................................... 59 CSFP...................................................................... 44 Custodian.......................................................6, 14, 25, 35 Deposit Date.......................................................... 7, 35 Depositary Agreement...................................................... 14 Determination Date.....................................................8, 36 Dollars.................................................................... 1 DTC.................................................................. .1, 28 DWAC...................................................................... 25 ERISA..................................................................... 50 ERISA Plans............................................................... 50 Exchange Act............................................................... 1 Fitch..................................................................... 14 Five-Year Repo........................................................ 6, 34 General Account Regulations............................................... 52 Global Senior Notes................................................. .14, 25 Greffier en Chef du Tribunal d'Arrondissement de et a Luxembourg..................................................... 60 Implementing Ordinance.................................................... 48 Indenture.............................................................(i), 3 Individual Notes.......................................................... 25 INHAM..................................................................... 15 Interest Rate............................................................. 10 Investment Company Act.................................................... 13 Issuer.....................................................................(i) Issuer's Account...................................................... 6, 35 Legal Final Maturity Date................................................. 11 LIBOR................................................................ 10, 21 LIBOR Determination Date.................................................. 21 Listing Agent............................................................. 60 Margin Deficit........................................................ 7, 35 Margin Excess......................................................... 7, 35 Market Value.......................................................... 6, 34 Mezzanine Notes............................................................ 2 Moody's................................................................... 14 National Bank............................................................. 48 Note Register............................................................. 24 Notes................................................................(ii), 2 Notice Legale............................................................. 60 OID....................................................................... 49 One-Year Repo......................................................... 6, 34 Optional Tax Redemption.............................................. 14, 23 Parameter................................................................. 37 Parameters................................................................ 37 Participants.............................................................. 25 Parties in Interest....................................................... 51 Payment Date............................................................... 9 Plan Asset Regulation..................................................... 51 Plans..................................................................... 51 Principal Distribution Amount............................................. 11 Principal Payment Event.............................................. 11, 22 PTCE...................................................................... 51 PTP....................................................................... 48 Purchase Price........................................................ 6, 34 QPAM...................................................................... 15 Quarterly Report.......................................................... 32 Rating Agencies........................................................... 14 Rating Agency Condition.................................................... 4 Record Date................................................................ 9 Reference Credit Excess Recovery...................................... 4, 33 Reference Credit Exchange Rate........................................ 5, 33 Reference Credit Expected Recovery.................................... 4, 32 Reference Credits..................................................... 3, 32 Reference Obligation.................................................. 3, 32 Reference Obligor.......................................................... 3 Reference Pool Amortization Event.................................... 12, 23 Reference Pool Guidelines................................................. 37 Reference Security.................................................... 3, 32 Registration Statement..................................................... 1 Reorganization............................................................ 43 Repo Available Amount................................................. 7, 35 Repo Counterparty..................................................... 6, 34 Repo Required Amount.................................................. 7, 35 Representative............................................................ 59 Repurchase Agreements................................................. 6, 34 Repurchase Date....................................................... 6, 34 Risk Factors..............................................................(i) S&P....................................................................... 14 Scheduled Maturity Date................................................... 11 Securities Act............................................................. 1 Senior Noteholders........................................................ 17 Senior Notes..........................................................(i), 2 Series..................................................................... 2 Series 1998-1 Class I Notes................................................(i) Series 1998-1 Class II Notes..............................................(ii) Series 1998-1 Class III Notes.............................................(ii) Series 1998-1 Class IV Notes..............................................(ii) Series 1998-1 Class V Notes...............................................(ii) Series 1998-1 Notes........................................................ 2 Series 1998-2 Class I Notes................................................(i) Series 1998-2 Class II Notes..............................................(ii) Series 1998-2 Class III Notes.............................................(ii) Series 1998-2 Class IV Notes..............................................(ii) Series 1998-2 Notes........................................................ 2 Series 1998-3 Class I Notes................................................(i) Series 1998-3 Class II Notes..............................................(ii) Series 1998-3 Class III Notes.............................................(ii) Series 1998-3 Class IV Notes..............................................(ii) Series 1998-3 Notes........................................................ 2 Series Reference Pool Guidelines...................................... 3, 32 Service................................................................... 48 Sfr........................................................................ 1 Special Counsel........................................................... 48 Subordinated Noteholders.................................................. 30 Subordinated Notes......................................................... 2 Swap Amount........................................................... 5, 33 Swap Collateral....................................................... 5, 33 Swap Counterparty..................................................... 3, 32 Swap Counterparty Payment............................................ 5, 33 Termination........................................................... 8, 36 Termination Payment................................................... 8, 36 Three-Year Repo....................................................... 6, 34 Treasury Regulations...................................................... 48 Trustee....................................................................(i) U.S. Dollars............................................................... 1 U.S.$...................................................................... 1 Underwriters......................................................... 54, 59 Underwriting Agreement.................................................... 59 Winterthur................................................................ 44 No dealer, salesperson or other person has been authorized to give any information or to $[ ] make any representation not contained in this Prospectus and, if given or made, such information or representation must not be relied upon as having Triangle Funding II LLC been authorized by the Issuer, Credit Suisse First Boston or the Underwriters. This Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any of the securities offered hereby by any person in any jurisdiction in which it is unlawful for such person to make such offer or solicitation. Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that the information herein is correct as of any time subsequent to the date hereof or that there has been no change in the affairs of the Issuer or Credit Suisse First Boston since such date. --------------- TABLE OF CONTENTS $ ------------ Series 1998-1 Senior Notes Page Information as to Sale within the United States................. Available Information................. Summary of Term....................... Risk Factors.......................... Description of the Notes.............. $-------------- The Indenture......................... Series 1998-2 The Administration Agreement.......... Senior Notes The Credit Swaps The Repurchase Agreements............. Use of Proceeds....................... Rating of the Notes................... Series Reference Pool Guidelines...... $-------------- Series Reference Pool Guidelines Series 1998-3 for the Notes.................... Senior Notes The Issuer............................ Credit Suisse Group................... CSFB.................................. Certain Income Tax Considerations..... ERISA Considerations.................. Prospectus Underwriting Notice to Canadian Residents.......... Legal Matters......................... CREDIT FIRST Listing and General Information....... SUISSE BOSTON Index of Defined Terms................ PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. Expenses in connection with the offering of the Senior Notes being registered hereby are estimated as follows: SEC registration fee.........................................$[ ] ] Legal fees and expenses.......................................[ ] Accounting fees and expenses..................................[ ] Blue sky fees and expenses....................................[ ] Rating agency fees............................................[ ] Trustee's fees and expenses...................................[ ] Printing......................................................[ ] Miscellaneous.................................................[ ] ---------- Total...................................................$[ ] ========== Reference is made to Section [ ] of the Underwriting Agreement among Credit Suisse First Boston Corporation, as representative of the several Underwriters, and the Registrant (see Exhibit 1.1), which provides for indemnification of the Registrant under certain circumstances. Section [ ] of the Limited Liability Company Agreement of the Registrant (see Exhibit 3.2) provides for the indemnification of the member and the manager of the Registrant to the fullest extent permissible under Delaware law. Section [ ] of the Limited Liability Company Agreement of the Registrant (see Exhibit 3.2) requires that the Registrant indemnify, and, in certain instances, advance expenses to, its agents, with respect to certain costs, expenses, judgments, fines, settlements and other amounts incurred in connection with any proceeding, to the full extent permitted by applicable law. Item 16. Exhibits. 1.1 Form of Underwriting Agreement* 3.1 Certificate of Formation of Triangle Funding II LLC* 3.2 Limited Liability Company Agreement of Triangle Funding II LLC* 4.1 Form of Indenture* 4.2 Form of Repurchase Agreement* 4.3 Form of Credit Swap* 4.4 Form of Administration Agreement* 5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP with respect to legality* 8.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP with respect to tax matters* 23.1 Consent of Skadden, Arps, Slate, Meagher & Flom LLP included as part of Exhibit 5.1* 23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP included as part of Exhibit 8.1* --------------- * To be filed by amendment. Item 17. Undertakings. The undersigned Registrant undertakes as follows: (a) For purposes of determining any liability under the Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Act will be deemed to be part of this registration statement as of the time it was declared effective. (b) For purposes of determining any liability under the Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time will be deemed to be the initial bona fide offering thereof. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, New York, on the 26th day of March, 1998. TRIANGLE FUNDING II LLC By: GSS Holdings, Inc., as Manager By: /s/ Andrew L. Stidd -------------------------------- President Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date President, March 26, 1998 GSS Holdings, Inc., as Manager -----END PRIVACY-ENHANCED MESSAGE----- \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001058802_florida_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001058802_florida_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..d837069932be5a4d6cd0f3354d62a3ee2a62ef21 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001058802_florida_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters in connection with the Offering are being passed upon for the Company by Smith, Gambrell & Russell, LLP, Suite 3100, 1230 Peachtree Street, N.E., Atlanta, Georgia 30309, counsel to the Company. Certain legal matters in connection with the Offering are being passed upon for the Underwriters by Alston & Bird LLP, One Atlantic Center, 1201 West Peachtree Street, Atlanta, Georgia 30309. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001058814_urosurge_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001058814_urosurge_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..d959df485ef7eb28fe78ea653294c5038f6424e2 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001058814_urosurge_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California and for the Underwriters by Sullivan & Cromwell, Los Angeles, California. Mario M. Rosati and Christopher D. Mitchell, members of Wilson Sonsini Goodrich & Rosati, are the Secretary and Assistant Secretary of the Company. Members of an investment partnerships affiliated with Wilson Sonsini Goodrich & Rosati beneficially own 3,350 shares of the Company's Common Stock. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001059033_healthdriv_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001059033_healthdriv_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..14f500dfad1ae526f17750a18baf1603e9b46152 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001059033_healthdriv_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby and certain legal matters will be passed upon for the Company by Bingham Dana LLP, Boston, Massachusetts. Certain legal matters will be passed upon for the Underwriters by Goodwin, Procter & Hoar LLP, Boston, Massachusetts. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001059103_activant_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001059103_activant_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..d72870024d04f64566d594e86169ea1fd315b26b --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001059103_activant_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the New Notes offered hereby will be passed upon for the Company by Weil, Gotshal & Manges LLP, Dallas, Texas and New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001059128_aladdin_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001059128_aladdin_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..a1fae52a78a36ea412967e0d61d0738806f3d553 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001059128_aladdin_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters in connection with the registration of Warrants pursuant to this Prospectus will be passed upon for the Issuer by Skadden Arps, Slate, Meagher & Flom LLP and in connection with the Warrant Shares by Schreck Morris, Las Vegas, Nevada. Certain matters with respect to tax issues will be passed upon by Skadden, Arps, Slate, Meagher & Flom LLP. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001059167_conrad_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001059167_conrad_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..f87eeeeafc2a9661172850117a6682346db1f9cc --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001059167_conrad_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters in connection with the shares of Common Stock being offered hereby will be passed upon for the Company by Andrews & Kurth L.L.P., and for the Underwriters by Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001059265_forever_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001059265_forever_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..def8feb49556d25aaa8200e78241f31a63d9e40e --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001059265_forever_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the shares of Common Stock offered hereby will be passed upon for the Company by Wittner, Poger, Rosenblum, Spewak & Maylack, P.C., St. Louis, Missouri. Howard A. Wittner, a principal of such firm, is a director of the Company and beneficially owns all of the Common Stock outstanding prior to this offering. See "Principal Shareholders" and "Certain Transactions." Certain legal matters in connection with the sale of the shares of Common Stock offered hereby will be passed upon for the Underwriters by Winstead Sechrest & Minick P.C., Austin, Texas. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001059269_jeepers_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001059269_jeepers_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..99a80b67fbd879c3038c5af280a4e311e33ab2d1 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001059269_jeepers_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby and certain other legal matters will be passed upon for the Company by Weil, Gotshal & Manges LLP, New York, New York. The validity of the shares of Common Stock offered hereby will be passed upon for the Underwriters by King & Spalding, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001059341_interstate_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001059341_interstate_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..42b0d28a7919cf39696ecd9057c0ba1d33043f85 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001059341_interstate_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Paul, Weiss, Rifkind, Wharton & Garrison will pass on the validity of the Rights and the Common Stock to be issued in connection with the Rights Offering and certain federal income tax consequences of the Rights Offering. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001059363_master_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001059363_master_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..a87f926622e74b4ce77d00a2f430e377ea8a2ed0 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001059363_master_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company and the Selling Shareholder by Baker, Donelson, Bearman & Caldwell, Memphis, Tennessee. Certain legal matters in connection with this Offering will be passed upon for the Underwriters by King & Spalding, Atlanta, Georgia. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001059382_teltrust_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001059382_teltrust_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..020b529def5fa6bcec3ca40878f6598b18ea1e96 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001059382_teltrust_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Goodwin, Procter & Hoar LLP, Boston, Massachusetts. Certain legal matters related to the Offering will be passed upon for the Underwriters by Cahill Gordon & Reindel (a partnership including a professional corporation), New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001059432_office_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001059432_office_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..0d7b74bf6dcc04fad906c811814b4a8c0cd837e0 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001059432_office_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of shares of Common Stock offered by this Prospectus will be passed upon for the Company by Richards & O'Neil, LLP, 885 Third Avenue, New York, New York 10022-4873. Certain legal matters in connection with the sale of the Common Stock offered hereby will be passed upon for the Underwriters by Baker, Donelson, Bearman & Caldwell, 2000 First Tennessee Building, 20th Floor, Memphis, Tennessee 38103. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001059581_golden_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001059581_golden_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..1887306f5bce0b8f813b831acbe6d9c639b6e783 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001059581_golden_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the Class B Common Stock offered hereby will be passed upon for the Company by Riordan & McKinzie, a Professional Corporation, Los Angeles, California. Certain principals of Riordan & McKinzie own an aggregate of 59,916 shares of Class B Common Stock. The validity of the Class B Common Stock offered hereby will be passed upon for the Underwriters by Sullivan & Cromwell, Los Angeles, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001059662_farm_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001059662_farm_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..14cd4705889802b60b8b561c56b5e8600c441358 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001059662_farm_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Class A Common Stock offered hereby will be passed upon for the Company by Milbank, Tweed, Hadley & McCloy. Certain legal matters will be passed upon for the Underwriters by Piper & Marbury L.L.P. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001059706_transporta_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001059706_transporta_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..851060c24c81642dfc56c1da1d75df615f5258e4 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001059706_transporta_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed on for the Company by Bracewell & Patterson, L.L.P., Houston, Texas. Certain members of Bracewell & Patterson, L.L.P. are investors in Notre and own in the aggregate an approximate 2% interest in Notre. Certain legal matters related to this Offering will be passed on for the Underwriters by Piper & Marbury L.L.P., Baltimore, Maryland. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001059763_adams_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001059763_adams_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..c5066c0a7646f9994f5446df072675daa4658e88 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001059763_adams_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Arter & Hadden LLP, Dallas, Texas. Certain legal matters in connection with the Offering will be passed upon for the Underwriters by Cooley Godward LLP, San Francisco, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001059791_oei_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001059791_oei_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..297012a203d193b6720c9024e39f1b33492d2a83 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001059791_oei_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters in connection with the sale of the Common Stock offered hereby are being passed upon for OEI by Porter & Hedges, L.L.P., Houston, Texas, and for the Underwriters by Morgan, Lewis & Bockius LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001059803_financial_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001059803_financial_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..297e7a41d2bbc858f12891e8ddaa9464164edecf --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001059803_financial_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares offered hereby will be passed upon for the Company by Riordan & McKinzie, a Professional Corporation, Los Angeles, California and for the Underwriters by Morrison & Foerster LLP, Los Angeles, California. Certain principals and employees of Riordan & McKinzie are limited partners of a partnership which is a limited partner of FinPac Partners, a California limited partnership and one of the Company's principal stockholders. Certain insurance regulatory matters will be passed upon by LeBoeuf, Lamb, Greene & MacRae L.L.P., San Francisco, California. See "Principal and Selling Stockholders" and "Certain Transactions." \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001059920_technisour_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001059920_technisour_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..017171bd380b9ac10ebb13a8207fcf69ebc3c8e5 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001059920_technisour_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters in connection with the sale of the shares of Common Stock offered hereby will be passed upon for the Company by Holland & Knight LLP, Miami, Florida, and for the Underwriters by Sachnoff & Weaver, Ltd., Chicago, Illinois. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001059976_next_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001059976_next_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..31699d0f51a560ee9b9bdade4092c55bb56834ef --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001059976_next_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The legality of the securities offered hereby and certain other legal matters will be passed upon for the Company by Olshan Grundman Frome & Rosenzweig LLP, New York, New York. Graubard Mollen & Miller, New York, New York, has served as counsel to the Underwriters in connection with this offering. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001059977_american_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001059977_american_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..5d1e9be33c81117f62df42381281bfdae19c0226 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001059977_american_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the shares of Common Stock offered hereby will be passed upon for the Company by Skadden, Arps, Slate, Meagher & Flom LLP, San Francisco, California. Certain legal matters relating to the Common Stock offered hereby will be passed upon for the Underwriters by Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Boston, Massachusetts. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001060096_sunbelt_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001060096_sunbelt_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..574dc10992a22f42d08f7eeed4d3b032caeebe94 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001060096_sunbelt_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of common stock offered hereby will be passed upon for the Company by Schnader Harrison Segal & Lewis LLP, Atlanta, Georgia. Troutman Sanders LLP, Atlanta, Georgia, has served as counsel to the Underwriters in connection with this Offering. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001060233_internatio_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001060233_internatio_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..ebcaec41ef29f6525d6d7f5da313b9a65fc26aad --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001060233_internatio_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Hale and Dorr LLP, Boston, Massachusetts. Certain legal matters in connection with this offering will be passed upon for the Underwriters by Testa, Hurwitz & Thibeault, LLP, Boston, Massachusetts. Peter B. Tarr, a partner of Hale and Dorr LLP, is Secretary of the Company. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001060279_phoenix_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001060279_phoenix_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..2bbe7f1eb8e0c7a29417d47a97a3d30cd978dd86 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001060279_phoenix_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Rosner Bresler Goodman & Unterman, LLP, and for the Underwriters by Schulte Roth & Zabel LLP, both of New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001060329_collateral_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001060329_collateral_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..7c34a59a28d3415085776cbf2931d4176fbd2469 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001060329_collateral_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Brobeck, Phleger & Harrison LLP, San Diego, California. Members of such firm own a total of 238,045 shares of the Company's Common Stock. Mr. Andrews, a member of such firm, is a co-founder of the Company and has served as a director of the Company since April 1995. Certain legal matters relating to the Offering will be passed upon for the Underwriters by Coudert Brothers, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001060355_wfs_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001060355_wfs_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..1b88c28a3048e72972ba771891d0cefdd1e803b0 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001060355_wfs_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the Securities, including certain federal and California income tax matters, will be passed upon for the Seller by Mitchell, Silberberg & Knupp LLP, Los Angeles, California. Brown & Wood LLP, San Francisco, California will act as counsel for the Underwriters. Certain legal matters relating to the Policies will be passed upon for Financial Security by Bruce E. Stern, Esq., General Counsel, Financial Security or an Associate General Counsel of Financial Security and by Rogers & Wells, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001060504_success_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001060504_success_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..99891b771ce7231295bbbaf29ddcb2a768e7ee52 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001060504_success_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain matters of Delaware law relating to the validity of the Trust Preferred Securities, the enforceability of the Trust Agreement and the creation of Success Capital will be passed upon by Morris, Nichols, Arsht & Tunnell, special Delaware counsel to Success Bancshares and Success Capital. The validity of the Guarantee and the Junior Subordinated Debentures and certain matters relating to United States federal income tax considerations will be passed upon for Success Bancshares by Much Shelist Freed Denenberg Ament Bell & Rubenstein, P.C., Chicago, Illinois. Certain legal matters will be passed upon for the Underwriters by Barack Ferrazzano Kirschbaum Perlman & Nagelberg, Chicago, Illinois. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001060597_ild_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001060597_ild_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..c2aa482340613175b7f124b9171276f68264d8b8 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001060597_ild_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The legality of the shares of Common Stock offered hereby and certain other legal matters will be passed upon for the Company by Cashin, Morton & Mullins, Atlanta, Georgia, and certain other legal matters related to the Offering will be passed upon for the Company by Alston & Bird LLP, Atlanta, Georgia. C. Read Morton, Jr., a partner in Cashin, Morton & Mullins, is a director of the Company and owns options to acquire 1,275 shares of Common Stock. See "Management" and "Stock Ownership." Certain legal matters related to the Offering will be passed upon for the Underwriters by Paul, Hastings, Janofsky & Walker LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001060770_superior_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001060770_superior_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..00d471dff92cef4fcc4de9e5daa5cd47f68a79a0 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001060770_superior_legal_matters.txt @@ -0,0 +1 @@ +PLAN OF DISTRIBUTION The Superior Securities offered hereby may be sold from time to time to purchasers directly by the Selling Holders. Alternatively, the Selling Holders may from time to time offer the Superior Securities to or through underwriters, dealers or agents who may receive compensation in the form of underwriting discounts, concessions or commissions from the Selling Holders or the purchasers of Superior Securities, for whom they may act as agents. The Selling Holders and any underwriters, dealers or agents which participate in the distribution of Superior Securities may be deemed to be "underwriters" within the meaning of the Securities Act and any profit on the sale of Superior Securities by them and any discounts, commissions, concessions or other compensation received by any such underwriter, dealer or agent may be deemed to be underwriting discounts and commissions under the Securities Act. The Superior Securities may be sold from time to time in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale or at negotiated prices. The sale of the Superior Securities may be effected in transactions (which may involve crosses or block transactions) (i) on any national securities exchange or quotation service on which the Superior Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market or (iii) in transactions otherwise than on such exchanges or in the over-the-counter market. At the time a particular offering of the Superior Securities is made, a Prospectus Supplement, if required, will be distributed which will set forth the aggregate amount and type of Superior Securities being offered and the terms of the offering, including the name or names of any underwriters, dealers or agents, any discounts, commissions and other terms constituting compensation from the Selling Holders and any discounts, commissions or concessions allowed or reallowed or paid to dealers. To comply with the securities laws of certain jurisdictions, if applicable, the Superior Securities will be offered or sold in such jurisdictions only through registered or licensed brokers or dealers. In addition, in certain jurisdictions the Superior Securities may not be offered or sold unless they have been registered or qualified for sale in such jurisdictions or an exemption from registration or qualification is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in a distribution of the Superior Securities may not simultaneously engage in market-making activities with respect to such securities for a restricted period prior to the commencement of such distribution. In addition to and without limiting the foregoing, each Selling Holder and any other person participating in a distribution will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including without limitation Rules 102, 103 and 104, which provisions may limit the timing of purchases and sales of any of the securities by the Selling Holders or any such other person. All of the foregoing may affect the marketability of the Superior Securities and brokers' and dealers' ability to engage in market-making activities with respect to these securities. Pursuant to the Registration Rights Agreement, all expenses of the registration of the Superior Securities will be paid by the Company, including, without limitation, Commission filing fees and expenses of compliance with state securities or "blue sky" laws; provided, however, that the Selling Holders will pay all underwriting discounts and selling commissions, if any. The Selling Holders will be indemnified by the Company against certain civil liabilities, including certain liabilities under the Securities Act, or will be entitled to contribution in connection therewith. The Company will be indemnified by the Selling Holders against certain civil liabilities, including certain liabilities under the Securities Act, or will be entitled to contribution in connection therewith. SHARES ELIGIBLE FOR FUTURE SALE As of September 30, 1998 there were 10,079,703 shares of Common Stock of the Company outstanding. All shares of Common Stock sold in the Offering will be freely tradable without restriction or further registration under the Securities Act, except that any shares purchased by affiliates of the Company, as that term is defined in Rule 144 under the Securities Act, may generally only be resold in compliance with applicable provisions of Rule 144. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001060785_optiva_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001060785_optiva_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..c65379291b0e764bc4fa2d9f99b846ca770f88e5 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001060785_optiva_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters will be passed on for the Company by Perkins Coie LLP, Seattle, Washington. Certain legal matters will be passed on for the Underwriters by Gunderson Dettmer Stough Villeneuve Franklin & Hachigian LLP, Menlo Park, California. Certain legal matters will be passed on for the Selling Shareholders by Summit Law Group, P.L.L.C., Seattle, Washington. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001061117_hometown_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001061117_hometown_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..065174d78b58c6979162c2a2f39ec9de381ea347 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001061117_hometown_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Morse, Zelnick, Rose & Lander, LLP, 450 Park Avenue, New York, New York 10022, counsel to the Company, will render an opinion that the shares of Class A Common Stock offered hereby, when issued and paid for in accordance with the terms of the Underwriting Agreement, will be duly authorized, validly issued, fully paid and nonassessable. Greenberg Traurig Hoffman Lipoff Rosen & Quentel, 200 Park Avenue, New York, New York 10166, has acted as counsel to the Underwriters in connection with the Offering. Partners in Morse, Zelnick, Rose & Lander, LLP own an aggregate of 60,000 shares of Class A Common Stock. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001061148_pathnet_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001061148_pathnet_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..e248cadb6da29ba979d0f709dcf42b19a056bc6b --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001061148_pathnet_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the validity of the Common Stock offered hereby will be passed upon for the Company by Paul, Weiss, Rifkind, Wharton & Garrison, New York, New York. Certain legal matters relating to the Offering will be passed upon for the Underwriters by Shearman & Sterling, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001061202_classic_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001061202_classic_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..8ef2083ca5b55607e3555f4ff47e1eeecd64c88a --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001061202_classic_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of shares of Common Stock will be passed upon on behalf of the Company by Hogan & Hartson L.L.P., Washington, D.C. Certain legal matters will be passed upon for the Underwriters by Hale and Dorr LLP, Washington, D.C. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001061236_broadcast_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001061236_broadcast_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..4ecac73797fcc467180867c09db1cf74455d7124 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001061236_broadcast_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Gibson, Dunn & Crutcher LLP, New York, New York. Sean P. Griffiths, a partner of Gibson, Dunn & Crutcher LLP, currently owns 20,220 shares of Common Stock of the Company. Certain legal matters will be passed upon for the Underwriters by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001061322_global_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001061322_global_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..7b0484ad6c7d1d5425be7850fd44034097e9aa9a --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001061322_global_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock will be passed upon by the Company's counsel, Appleby, Spurling & Kempe, Hamilton, Bermuda. Certain legal matters under United States and New York law with respect to the Shares offered hereby will be passed upon for the Company by Simpson Thacher & Bartlett, New York, New York, and for the Underwriters by Latham & Watkins, New York, New York. Simpson Thacher & Bartlett and Latham & Watkins will rely, as to matters of Bermuda law, on the opinion of Appleby, Spurling & Kempe, Hamilton, Bermuda. Certain partners of Simpson Thacher & Bartlett will be purchasing Directed Shares in the Offerings in an aggregate amount equal to less than 1% of the Shares. See "Underwriting." \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001061325_cogen_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001061325_cogen_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..efc3288bae1a38c62e84b4e63d452a811956f14e --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001061325_cogen_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby and certain legal matters will be passed upon for Cogen by Fulbright & Jaworski L.L.P., Houston, Texas. Certain legal matters will be passed upon for the Underwriters by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York ("Skadden Arps"). Skadden Arps from time to time has performed legal services for Cogen. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001061441_enfinity_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001061441_enfinity_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..ff632c933c777dc2caa37da239ffbebe5795e3f4 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001061441_enfinity_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the shares of Common Stock offered by this Prospectus will be passed upon for the Company by Morgan, Lewis & Bockius LLP, New York, New York. Certain legal matters related to this Offering will be passed upon for the Underwriters by Fulbright & Jaworski L.L.P., New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001061646_bindview_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001061646_bindview_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..b6dccc10136e9d8bb0a97c4c1204bc27cc2a214a --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001061646_bindview_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company and the Selling Shareholders by Fulbright & Jaworski L.L.P., Houston, Texas. Certain legal matters in connection with this offering will be passed upon for the Underwriters by Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, Austin, Texas. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001061694_united_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001061694_united_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..78ba0a7d843cfc0e9936b0947605d1ac3ecc7b79 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001061694_united_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Legal matters in connection with the securities being offered hereby will be passed upon for the Company by Dreier & Baritz, LLP 1515 North Federal Highway, Suite 300, Boca Raton, Florida 33432. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001061777_albecca_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001061777_albecca_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..46e02125af7ff6acd83e28ea1bd1f1a3159f6bfd --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001061777_albecca_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of shares of Class A Common Stock offered hereby is being passed upon for the Company by Nelson Mullins Riley & Scarborough, L.L.P., Atlanta, Georgia. Certain legal matters related to the Offering will be passed upon for the Underwriters by Jones, Day, Reavis & Pogue, Atlanta, Georgia. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001061857_railworks_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001061857_railworks_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..7a95e9d6356a877b91c27fcdf0c3a3b1e8a34f02 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001061857_railworks_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by King & Spalding, Atlanta, Georgia. Certain legal matters in connection with the Offering will be passed upon for the Underwriters by Shearman & Sterling, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001062047_concentrix_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001062047_concentrix_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..fb069399e6088a4a5b77984755676d0066dbd563 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001062047_concentrix_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Shares offered hereby will be passed upon for the Company by Frost & Jacobs LLP, Cincinnati, Ohio and for the Underwriters by Shearman & Sterling, New York, New York. Shearman & Sterling will rely on Frost & Jacobs LLP as to matters under Ohio law. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001062101_e3-corp_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001062101_e3-corp_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..a7392bd30481987874ebafd73f94deb3eecf464b --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001062101_e3-corp_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the shares of the Common Stock offered hereby will be passed upon for the Company and the Selling Shareholders by Morris, Manning & Martin, L.L.P., Atlanta, Georgia. Certain legal matters in connection with the Offering will be passed upon for the Underwriters by Brobeck, Phleger & Harrison LLP, Austin, Texas. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001062146_periscope_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001062146_periscope_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..81f2ad9ee75a92d8b692a207bc68cc439ea0c671 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001062146_periscope_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Shares being offered hereby will be passed upon for the Company by Morse, Zelnick, Rose & Lander, LLP, New York, New York. Certain matters will be passed upon for the Underwriters by Milbank, Tweed, Hadley & McCloy, Los Angeles, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001062184_marketing_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001062184_marketing_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..b33aca1881684d3a8e269dc9ad87f1954b6271f3 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001062184_marketing_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the validity of the Common Stock offered hereby will be passed upon for the Company by Goodwin, Procter & Hoar LLP, Boston, Massachusetts. Certain legal matters relating to the Offering will be passed upon for the Underwriters by Shearman & Sterling, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001062233_northeast_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001062233_northeast_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..c3b1af936dea375083fa3e51f6806ba425749bfe --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001062233_northeast_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the securities offered hereby will be passed upon for the Company by Hale and Dorr LLP, Boston, Massachusetts. H&D Investments II, a partnership comprised of partners of Hale and Dorr LLP, owns 6,338 shares of Common Stock of the Company. The Underwriters have been represented by Cravath, Swaine & Moore, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001062372_pacer_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001062372_pacer_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..571b9ca132f1dc91b89ba8e12e257012f2805cf1 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001062372_pacer_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the shares of the Common Stock offered hereby will be passed upon for the Company by O'Sullivan Graev & Karabell, LLP, New York, New York, and for the Underwriters by Morgan, Lewis & Bockius LLP, Los Angeles, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001062391_copelco_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001062391_copelco_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..63a77d3a4794ff983266c2829c377a74baf41f18 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001062391_copelco_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters relating to the Notes will be passed upon for Copelco Capital, Inc., the Sponsor and the Issuer by Spencer N. Lempert, General Counsel of Capital Financial Services Group, Inc., and for Copelco Capital, the Sponsor, the Issuer and the Underwriter by Dewey Ballantine LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001062419_sun_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001062419_sun_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..2cb4f623206183c7f8266aaaa02968d749b57b95 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001062419_sun_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain tax and other legal matters will be passed upon for the Company by Skadden, Arps, Slate, Meagher & Flom LLP. Certain legal matters relating to Texas law, including the validity of the issuance of the Common Stock registered hereby, will be passed upon for the Company by Mayfield, Perrenot, Davie and Dennis, P.C. Certain legal matters will be passed upon for the Underwriters by Simpson Thacher & Bartlett. Certain partners of Simpson Thacher & Bartlett and related persons have an indirect interest, through Vestar, in less than 1% of the Common Stock of the Company. Simpson Thacher & Bartlett provides legal services to the Company and Vestar on certain matters. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001062428_corporate_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001062428_corporate_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..c50df04f918836ad2773d124405802e85ced8b83 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001062428_corporate_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The legality of the issuance of the Common Stock offered hereby and certain other matters will be passed upon for the Company by Latham & Watkins, Chicago, Illinois. Certain legal matters will be passed upon for the Underwriters by Winston & Strawn, Chicago, Illinois. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001062433_us_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001062433_us_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..e86adcdb7e3d4a675fc152dce899bf9e5d533947 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001062433_us_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Morgan, Lewis & Bockius LLP, Philadelphia, Pennsylvania. Certain legal matters relating to the shares of Common Stock offered hereby will be passed upon for the Underwriters by Brobeck, Phleger & Harrison LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001062441_penton_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001062441_penton_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..711a83da41b5a50fd302390be7a8459ff79422ab --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001062441_penton_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock to be distributed in the Stock Distribution will be passed upon by Jones, Day, Reavis & Pogue, Cleveland, Ohio, counsel for Penton. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001062478_actuate_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001062478_actuate_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..13f24e61289ecdbeaa15029f31e4c2db108abe4e --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001062478_actuate_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, Menlo Park, California. Certain legal matters in connection with the offering will be passed upon for the Underwriters by Venture Law Group, A Professional Corporation, Menlo Park, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001062530_digital_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001062530_digital_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..51beb975d4a663c74599d3f5e5f5104057d5ce6c --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001062530_digital_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Cooley Godward LLP, San Francisco and Palo Alto, California. Certain legal matters related to the offering will be passed upon for the Underwriters by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California. As of the date of this prospectus, a member of Cooley Godward LLP beneficially owns 1,500 shares of the Company's Common Stock. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001062620_argo-tech_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001062620_argo-tech_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..7ef11c170aebbc266973742d45cb777ecd7c0e85 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001062620_argo-tech_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Shares offered hereby will be passed upon for the Company by Jones, Day, Reavis & Pogue, Cleveland, Ohio. Cravath, Swaine & Moore, New York, New York are acting as counsel for the Underwriters in connection with certain legal matters relating to the Common Shares offered hereby. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001062701_airwaves_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001062701_airwaves_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..889fb2ca37bd8a5b8ffb4143fb970b7cffeb5f96 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001062701_airwaves_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Notes offered hereby will be passed upon for the Issuers by Weil Gotshal & Manges LLP, New York, New York. CHANGE IN ACCOUNTANT The Company on March 27, 1998 changed its independent accountants from Ernst & Young LLP ("Ernst & Young") to PricewaterhouseCoopers LLP. Ernst & Young's report on the consolidated financial statements of LIN Television for fiscal years 1997 and 1996 did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles. Additionally, no reportable conditions as described in Item 304(a)(1)(v) of Regulation S-K were identified during Ernst & Young's audits of the consolidated financial statements. During Ernst & Young's appointment as independent accountants, there were no disagreements on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which if not resolved to Ernst & Young's satisfaction would have caused Ernst & Young to make reference to the subject matter of the disagreement in their reports on LIN Television's consolidated financial statements. EXPERTS The consolidated financial statements of LIN Television Corporation at December 31, 1997 and 1996, and for each of the three years in the period ended December 31, 1997, appearing in this Prospectus and the Registration Statement have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon appearing elsewhere herein, and is included in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. The consolidated balance sheet of LIN Holdings Corp. as of December 31, 1997 included in this Prospectus and the Registration Statement, has been included herein in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of that firm as experts in accounting and auditing. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001062702_indiana_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001062702_indiana_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..889fb2ca37bd8a5b8ffb4143fb970b7cffeb5f96 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001062702_indiana_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Notes offered hereby will be passed upon for the Issuers by Weil Gotshal & Manges LLP, New York, New York. CHANGE IN ACCOUNTANT The Company on March 27, 1998 changed its independent accountants from Ernst & Young LLP ("Ernst & Young") to PricewaterhouseCoopers LLP. Ernst & Young's report on the consolidated financial statements of LIN Television for fiscal years 1997 and 1996 did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles. Additionally, no reportable conditions as described in Item 304(a)(1)(v) of Regulation S-K were identified during Ernst & Young's audits of the consolidated financial statements. During Ernst & Young's appointment as independent accountants, there were no disagreements on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which if not resolved to Ernst & Young's satisfaction would have caused Ernst & Young to make reference to the subject matter of the disagreement in their reports on LIN Television's consolidated financial statements. EXPERTS The consolidated financial statements of LIN Television Corporation at December 31, 1997 and 1996, and for each of the three years in the period ended December 31, 1997, appearing in this Prospectus and the Registration Statement have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon appearing elsewhere herein, and is included in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. The consolidated balance sheet of LIN Holdings Corp. as of December 31, 1997 included in this Prospectus and the Registration Statement, has been included herein in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of that firm as experts in accounting and auditing. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001062703_kxan-llc_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001062703_kxan-llc_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..889fb2ca37bd8a5b8ffb4143fb970b7cffeb5f96 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001062703_kxan-llc_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Notes offered hereby will be passed upon for the Issuers by Weil Gotshal & Manges LLP, New York, New York. CHANGE IN ACCOUNTANT The Company on March 27, 1998 changed its independent accountants from Ernst & Young LLP ("Ernst & Young") to PricewaterhouseCoopers LLP. Ernst & Young's report on the consolidated financial statements of LIN Television for fiscal years 1997 and 1996 did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles. Additionally, no reportable conditions as described in Item 304(a)(1)(v) of Regulation S-K were identified during Ernst & Young's audits of the consolidated financial statements. During Ernst & Young's appointment as independent accountants, there were no disagreements on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which if not resolved to Ernst & Young's satisfaction would have caused Ernst & Young to make reference to the subject matter of the disagreement in their reports on LIN Television's consolidated financial statements. EXPERTS The consolidated financial statements of LIN Television Corporation at December 31, 1997 and 1996, and for each of the three years in the period ended December 31, 1997, appearing in this Prospectus and the Registration Statement have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon appearing elsewhere herein, and is included in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. The consolidated balance sheet of LIN Holdings Corp. as of December 31, 1997 included in this Prospectus and the Registration Statement, has been included herein in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of that firm as experts in accounting and auditing. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001062704_kxtx_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001062704_kxtx_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..889fb2ca37bd8a5b8ffb4143fb970b7cffeb5f96 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001062704_kxtx_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Notes offered hereby will be passed upon for the Issuers by Weil Gotshal & Manges LLP, New York, New York. CHANGE IN ACCOUNTANT The Company on March 27, 1998 changed its independent accountants from Ernst & Young LLP ("Ernst & Young") to PricewaterhouseCoopers LLP. Ernst & Young's report on the consolidated financial statements of LIN Television for fiscal years 1997 and 1996 did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles. Additionally, no reportable conditions as described in Item 304(a)(1)(v) of Regulation S-K were identified during Ernst & Young's audits of the consolidated financial statements. During Ernst & Young's appointment as independent accountants, there were no disagreements on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which if not resolved to Ernst & Young's satisfaction would have caused Ernst & Young to make reference to the subject matter of the disagreement in their reports on LIN Television's consolidated financial statements. EXPERTS The consolidated financial statements of LIN Television Corporation at December 31, 1997 and 1996, and for each of the three years in the period ended December 31, 1997, appearing in this Prospectus and the Registration Statement have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon appearing elsewhere herein, and is included in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. The consolidated balance sheet of LIN Holdings Corp. as of December 31, 1997 included in this Prospectus and the Registration Statement, has been included herein in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of that firm as experts in accounting and auditing. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001062705_linbenco_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001062705_linbenco_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..889fb2ca37bd8a5b8ffb4143fb970b7cffeb5f96 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001062705_linbenco_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Notes offered hereby will be passed upon for the Issuers by Weil Gotshal & Manges LLP, New York, New York. CHANGE IN ACCOUNTANT The Company on March 27, 1998 changed its independent accountants from Ernst & Young LLP ("Ernst & Young") to PricewaterhouseCoopers LLP. Ernst & Young's report on the consolidated financial statements of LIN Television for fiscal years 1997 and 1996 did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles. Additionally, no reportable conditions as described in Item 304(a)(1)(v) of Regulation S-K were identified during Ernst & Young's audits of the consolidated financial statements. During Ernst & Young's appointment as independent accountants, there were no disagreements on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which if not resolved to Ernst & Young's satisfaction would have caused Ernst & Young to make reference to the subject matter of the disagreement in their reports on LIN Television's consolidated financial statements. EXPERTS The consolidated financial statements of LIN Television Corporation at December 31, 1997 and 1996, and for each of the three years in the period ended December 31, 1997, appearing in this Prospectus and the Registration Statement have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon appearing elsewhere herein, and is included in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. The consolidated balance sheet of LIN Holdings Corp. as of December 31, 1997 included in this Prospectus and the Registration Statement, has been included herein in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of that firm as experts in accounting and auditing. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001062707_lin_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001062707_lin_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..889fb2ca37bd8a5b8ffb4143fb970b7cffeb5f96 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001062707_lin_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Notes offered hereby will be passed upon for the Issuers by Weil Gotshal & Manges LLP, New York, New York. CHANGE IN ACCOUNTANT The Company on March 27, 1998 changed its independent accountants from Ernst & Young LLP ("Ernst & Young") to PricewaterhouseCoopers LLP. Ernst & Young's report on the consolidated financial statements of LIN Television for fiscal years 1997 and 1996 did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles. Additionally, no reportable conditions as described in Item 304(a)(1)(v) of Regulation S-K were identified during Ernst & Young's audits of the consolidated financial statements. During Ernst & Young's appointment as independent accountants, there were no disagreements on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which if not resolved to Ernst & Young's satisfaction would have caused Ernst & Young to make reference to the subject matter of the disagreement in their reports on LIN Television's consolidated financial statements. EXPERTS The consolidated financial statements of LIN Television Corporation at December 31, 1997 and 1996, and for each of the three years in the period ended December 31, 1997, appearing in this Prospectus and the Registration Statement have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon appearing elsewhere herein, and is included in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. The consolidated balance sheet of LIN Holdings Corp. as of December 31, 1997 included in this Prospectus and the Registration Statement, has been included herein in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of that firm as experts in accounting and auditing. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001062708_lin_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001062708_lin_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..889fb2ca37bd8a5b8ffb4143fb970b7cffeb5f96 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001062708_lin_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Notes offered hereby will be passed upon for the Issuers by Weil Gotshal & Manges LLP, New York, New York. CHANGE IN ACCOUNTANT The Company on March 27, 1998 changed its independent accountants from Ernst & Young LLP ("Ernst & Young") to PricewaterhouseCoopers LLP. Ernst & Young's report on the consolidated financial statements of LIN Television for fiscal years 1997 and 1996 did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles. Additionally, no reportable conditions as described in Item 304(a)(1)(v) of Regulation S-K were identified during Ernst & Young's audits of the consolidated financial statements. During Ernst & Young's appointment as independent accountants, there were no disagreements on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which if not resolved to Ernst & Young's satisfaction would have caused Ernst & Young to make reference to the subject matter of the disagreement in their reports on LIN Television's consolidated financial statements. EXPERTS The consolidated financial statements of LIN Television Corporation at December 31, 1997 and 1996, and for each of the three years in the period ended December 31, 1997, appearing in this Prospectus and the Registration Statement have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon appearing elsewhere herein, and is included in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. The consolidated balance sheet of LIN Holdings Corp. as of December 31, 1997 included in this Prospectus and the Registration Statement, has been included herein in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of that firm as experts in accounting and auditing. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001062709_lin_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001062709_lin_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..889fb2ca37bd8a5b8ffb4143fb970b7cffeb5f96 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001062709_lin_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Notes offered hereby will be passed upon for the Issuers by Weil Gotshal & Manges LLP, New York, New York. CHANGE IN ACCOUNTANT The Company on March 27, 1998 changed its independent accountants from Ernst & Young LLP ("Ernst & Young") to PricewaterhouseCoopers LLP. Ernst & Young's report on the consolidated financial statements of LIN Television for fiscal years 1997 and 1996 did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles. Additionally, no reportable conditions as described in Item 304(a)(1)(v) of Regulation S-K were identified during Ernst & Young's audits of the consolidated financial statements. During Ernst & Young's appointment as independent accountants, there were no disagreements on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which if not resolved to Ernst & Young's satisfaction would have caused Ernst & Young to make reference to the subject matter of the disagreement in their reports on LIN Television's consolidated financial statements. EXPERTS The consolidated financial statements of LIN Television Corporation at December 31, 1997 and 1996, and for each of the three years in the period ended December 31, 1997, appearing in this Prospectus and the Registration Statement have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon appearing elsewhere herein, and is included in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. The consolidated balance sheet of LIN Holdings Corp. as of December 31, 1997 included in this Prospectus and the Registration Statement, has been included herein in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of that firm as experts in accounting and auditing. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001062710_lin_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001062710_lin_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..889fb2ca37bd8a5b8ffb4143fb970b7cffeb5f96 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001062710_lin_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Notes offered hereby will be passed upon for the Issuers by Weil Gotshal & Manges LLP, New York, New York. CHANGE IN ACCOUNTANT The Company on March 27, 1998 changed its independent accountants from Ernst & Young LLP ("Ernst & Young") to PricewaterhouseCoopers LLP. Ernst & Young's report on the consolidated financial statements of LIN Television for fiscal years 1997 and 1996 did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles. Additionally, no reportable conditions as described in Item 304(a)(1)(v) of Regulation S-K were identified during Ernst & Young's audits of the consolidated financial statements. During Ernst & Young's appointment as independent accountants, there were no disagreements on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which if not resolved to Ernst & Young's satisfaction would have caused Ernst & Young to make reference to the subject matter of the disagreement in their reports on LIN Television's consolidated financial statements. EXPERTS The consolidated financial statements of LIN Television Corporation at December 31, 1997 and 1996, and for each of the three years in the period ended December 31, 1997, appearing in this Prospectus and the Registration Statement have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon appearing elsewhere herein, and is included in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. The consolidated balance sheet of LIN Holdings Corp. as of December 31, 1997 included in this Prospectus and the Registration Statement, has been included herein in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of that firm as experts in accounting and auditing. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001062711_lwwi_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001062711_lwwi_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..889fb2ca37bd8a5b8ffb4143fb970b7cffeb5f96 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001062711_lwwi_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Notes offered hereby will be passed upon for the Issuers by Weil Gotshal & Manges LLP, New York, New York. CHANGE IN ACCOUNTANT The Company on March 27, 1998 changed its independent accountants from Ernst & Young LLP ("Ernst & Young") to PricewaterhouseCoopers LLP. Ernst & Young's report on the consolidated financial statements of LIN Television for fiscal years 1997 and 1996 did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles. Additionally, no reportable conditions as described in Item 304(a)(1)(v) of Regulation S-K were identified during Ernst & Young's audits of the consolidated financial statements. During Ernst & Young's appointment as independent accountants, there were no disagreements on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which if not resolved to Ernst & Young's satisfaction would have caused Ernst & Young to make reference to the subject matter of the disagreement in their reports on LIN Television's consolidated financial statements. EXPERTS The consolidated financial statements of LIN Television Corporation at December 31, 1997 and 1996, and for each of the three years in the period ended December 31, 1997, appearing in this Prospectus and the Registration Statement have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon appearing elsewhere herein, and is included in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. The consolidated balance sheet of LIN Holdings Corp. as of December 31, 1997 included in this Prospectus and the Registration Statement, has been included herein in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of that firm as experts in accounting and auditing. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001062712_north_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001062712_north_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..889fb2ca37bd8a5b8ffb4143fb970b7cffeb5f96 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001062712_north_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Notes offered hereby will be passed upon for the Issuers by Weil Gotshal & Manges LLP, New York, New York. CHANGE IN ACCOUNTANT The Company on March 27, 1998 changed its independent accountants from Ernst & Young LLP ("Ernst & Young") to PricewaterhouseCoopers LLP. Ernst & Young's report on the consolidated financial statements of LIN Television for fiscal years 1997 and 1996 did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles. Additionally, no reportable conditions as described in Item 304(a)(1)(v) of Regulation S-K were identified during Ernst & Young's audits of the consolidated financial statements. During Ernst & Young's appointment as independent accountants, there were no disagreements on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which if not resolved to Ernst & Young's satisfaction would have caused Ernst & Young to make reference to the subject matter of the disagreement in their reports on LIN Television's consolidated financial statements. EXPERTS The consolidated financial statements of LIN Television Corporation at December 31, 1997 and 1996, and for each of the three years in the period ended December 31, 1997, appearing in this Prospectus and the Registration Statement have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon appearing elsewhere herein, and is included in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. The consolidated balance sheet of LIN Holdings Corp. as of December 31, 1997 included in this Prospectus and the Registration Statement, has been included herein in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of that firm as experts in accounting and auditing. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001062713_wand_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001062713_wand_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..889fb2ca37bd8a5b8ffb4143fb970b7cffeb5f96 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001062713_wand_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Notes offered hereby will be passed upon for the Issuers by Weil Gotshal & Manges LLP, New York, New York. CHANGE IN ACCOUNTANT The Company on March 27, 1998 changed its independent accountants from Ernst & Young LLP ("Ernst & Young") to PricewaterhouseCoopers LLP. Ernst & Young's report on the consolidated financial statements of LIN Television for fiscal years 1997 and 1996 did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles. Additionally, no reportable conditions as described in Item 304(a)(1)(v) of Regulation S-K were identified during Ernst & Young's audits of the consolidated financial statements. During Ernst & Young's appointment as independent accountants, there were no disagreements on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which if not resolved to Ernst & Young's satisfaction would have caused Ernst & Young to make reference to the subject matter of the disagreement in their reports on LIN Television's consolidated financial statements. EXPERTS The consolidated financial statements of LIN Television Corporation at December 31, 1997 and 1996, and for each of the three years in the period ended December 31, 1997, appearing in this Prospectus and the Registration Statement have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon appearing elsewhere herein, and is included in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. The consolidated balance sheet of LIN Holdings Corp. as of December 31, 1997 included in this Prospectus and the Registration Statement, has been included herein in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of that firm as experts in accounting and auditing. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001062714_wavy_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001062714_wavy_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..889fb2ca37bd8a5b8ffb4143fb970b7cffeb5f96 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001062714_wavy_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Notes offered hereby will be passed upon for the Issuers by Weil Gotshal & Manges LLP, New York, New York. CHANGE IN ACCOUNTANT The Company on March 27, 1998 changed its independent accountants from Ernst & Young LLP ("Ernst & Young") to PricewaterhouseCoopers LLP. Ernst & Young's report on the consolidated financial statements of LIN Television for fiscal years 1997 and 1996 did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles. Additionally, no reportable conditions as described in Item 304(a)(1)(v) of Regulation S-K were identified during Ernst & Young's audits of the consolidated financial statements. During Ernst & Young's appointment as independent accountants, there were no disagreements on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which if not resolved to Ernst & Young's satisfaction would have caused Ernst & Young to make reference to the subject matter of the disagreement in their reports on LIN Television's consolidated financial statements. EXPERTS The consolidated financial statements of LIN Television Corporation at December 31, 1997 and 1996, and for each of the three years in the period ended December 31, 1997, appearing in this Prospectus and the Registration Statement have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon appearing elsewhere herein, and is included in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. The consolidated balance sheet of LIN Holdings Corp. as of December 31, 1997 included in this Prospectus and the Registration Statement, has been included herein in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of that firm as experts in accounting and auditing. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001062716_wivb_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001062716_wivb_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..889fb2ca37bd8a5b8ffb4143fb970b7cffeb5f96 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001062716_wivb_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Notes offered hereby will be passed upon for the Issuers by Weil Gotshal & Manges LLP, New York, New York. CHANGE IN ACCOUNTANT The Company on March 27, 1998 changed its independent accountants from Ernst & Young LLP ("Ernst & Young") to PricewaterhouseCoopers LLP. Ernst & Young's report on the consolidated financial statements of LIN Television for fiscal years 1997 and 1996 did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles. Additionally, no reportable conditions as described in Item 304(a)(1)(v) of Regulation S-K were identified during Ernst & Young's audits of the consolidated financial statements. During Ernst & Young's appointment as independent accountants, there were no disagreements on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which if not resolved to Ernst & Young's satisfaction would have caused Ernst & Young to make reference to the subject matter of the disagreement in their reports on LIN Television's consolidated financial statements. EXPERTS The consolidated financial statements of LIN Television Corporation at December 31, 1997 and 1996, and for each of the three years in the period ended December 31, 1997, appearing in this Prospectus and the Registration Statement have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon appearing elsewhere herein, and is included in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. The consolidated balance sheet of LIN Holdings Corp. as of December 31, 1997 included in this Prospectus and the Registration Statement, has been included herein in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of that firm as experts in accounting and auditing. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001062717_wood_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001062717_wood_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..889fb2ca37bd8a5b8ffb4143fb970b7cffeb5f96 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001062717_wood_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Notes offered hereby will be passed upon for the Issuers by Weil Gotshal & Manges LLP, New York, New York. CHANGE IN ACCOUNTANT The Company on March 27, 1998 changed its independent accountants from Ernst & Young LLP ("Ernst & Young") to PricewaterhouseCoopers LLP. Ernst & Young's report on the consolidated financial statements of LIN Television for fiscal years 1997 and 1996 did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles. Additionally, no reportable conditions as described in Item 304(a)(1)(v) of Regulation S-K were identified during Ernst & Young's audits of the consolidated financial statements. During Ernst & Young's appointment as independent accountants, there were no disagreements on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which if not resolved to Ernst & Young's satisfaction would have caused Ernst & Young to make reference to the subject matter of the disagreement in their reports on LIN Television's consolidated financial statements. EXPERTS The consolidated financial statements of LIN Television Corporation at December 31, 1997 and 1996, and for each of the three years in the period ended December 31, 1997, appearing in this Prospectus and the Registration Statement have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon appearing elsewhere herein, and is included in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. The consolidated balance sheet of LIN Holdings Corp. as of December 31, 1997 included in this Prospectus and the Registration Statement, has been included herein in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of that firm as experts in accounting and auditing. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001062718_wood_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001062718_wood_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..889fb2ca37bd8a5b8ffb4143fb970b7cffeb5f96 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001062718_wood_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Notes offered hereby will be passed upon for the Issuers by Weil Gotshal & Manges LLP, New York, New York. CHANGE IN ACCOUNTANT The Company on March 27, 1998 changed its independent accountants from Ernst & Young LLP ("Ernst & Young") to PricewaterhouseCoopers LLP. Ernst & Young's report on the consolidated financial statements of LIN Television for fiscal years 1997 and 1996 did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles. Additionally, no reportable conditions as described in Item 304(a)(1)(v) of Regulation S-K were identified during Ernst & Young's audits of the consolidated financial statements. During Ernst & Young's appointment as independent accountants, there were no disagreements on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which if not resolved to Ernst & Young's satisfaction would have caused Ernst & Young to make reference to the subject matter of the disagreement in their reports on LIN Television's consolidated financial statements. EXPERTS The consolidated financial statements of LIN Television Corporation at December 31, 1997 and 1996, and for each of the three years in the period ended December 31, 1997, appearing in this Prospectus and the Registration Statement have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon appearing elsewhere herein, and is included in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. The consolidated balance sheet of LIN Holdings Corp. as of December 31, 1997 included in this Prospectus and the Registration Statement, has been included herein in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of that firm as experts in accounting and auditing. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001062719_wtnh_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001062719_wtnh_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..889fb2ca37bd8a5b8ffb4143fb970b7cffeb5f96 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001062719_wtnh_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Notes offered hereby will be passed upon for the Issuers by Weil Gotshal & Manges LLP, New York, New York. CHANGE IN ACCOUNTANT The Company on March 27, 1998 changed its independent accountants from Ernst & Young LLP ("Ernst & Young") to PricewaterhouseCoopers LLP. Ernst & Young's report on the consolidated financial statements of LIN Television for fiscal years 1997 and 1996 did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles. Additionally, no reportable conditions as described in Item 304(a)(1)(v) of Regulation S-K were identified during Ernst & Young's audits of the consolidated financial statements. During Ernst & Young's appointment as independent accountants, there were no disagreements on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which if not resolved to Ernst & Young's satisfaction would have caused Ernst & Young to make reference to the subject matter of the disagreement in their reports on LIN Television's consolidated financial statements. EXPERTS The consolidated financial statements of LIN Television Corporation at December 31, 1997 and 1996, and for each of the three years in the period ended December 31, 1997, appearing in this Prospectus and the Registration Statement have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon appearing elsewhere herein, and is included in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. The consolidated balance sheet of LIN Holdings Corp. as of December 31, 1997 included in this Prospectus and the Registration Statement, has been included herein in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of that firm as experts in accounting and auditing. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001062777_geocities_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001062777_geocities_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..8aebda4d890dc3aa913dfd5b6e9e96f40560d1ea --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001062777_geocities_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Brobeck, Phleger & Harrison LLP, Irvine, California. Certain legal matters relating to the offering will be passed upon for the Underwriters by Venture Law Group, A Professional Corporation, Menlo Park, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001062967_hospitalit_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001062967_hospitalit_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..0e73faf3cbab105f59af6178d193332d089f33cf --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001062967_hospitalit_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Greenberg Glusker Fields Claman & Machtinger LLP, Los Angeles, California. Certain legal matters relating to the offering will be passed upon for the Underwriters by Cooley Godward LLP, Palo Alto, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001063016_mitsui_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001063016_mitsui_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..c290b1512728d139fd75676c25439e6a127fc4f7 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001063016_mitsui_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters relating to the Offered Notes, including certain federal income tax matters, as well as other matters, will be passed upon for the Trust Depositor and the Seller by Brown & Wood LLP, New York, New York and, with respect to certain matters arising under Delaware law, Richards, Layton & Finger, Wilmington, Delaware. Certain legal matters for the Underwriter will be passed upon by Cadwalader, Wickersham & Taft, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001063163_strategix_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001063163_strategix_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..04f90f0683a304f34db7ae8560e379151a797bea --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001063163_strategix_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by LeBoeuf, Lamb, Greene & MacRae, L.L.P., a limited liability partnership including professional corporations, New York, New York. Certain legal matters relating to the Offering will be passed upon for the Underwriters by O'Melveny & Myers LLP, Los Angeles, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001063362_childcare_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001063362_childcare_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..e7f4ee911b9e2a9830738c7705e8ae4f9f627b9e --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001063362_childcare_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Jones, Day, Reavis & Pogue, Atlanta, Georgia. Certain legal matters relating to the Offering will be passed upon for the Underwriters by Smith, Gambrell & Russell, LLP, Atlanta, Georgia. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001063381_thermadyne_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001063381_thermadyne_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..034bd7ca3340b4cf017166627ed3775e992a89fc --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001063381_thermadyne_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the New Senior Subordinated Notes will be passed upon for the Issuers and the Guarantors by Weil, Gotshal & Manges LLP, Dallas, Texas and New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001063382_thermadyne_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001063382_thermadyne_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..034bd7ca3340b4cf017166627ed3775e992a89fc --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001063382_thermadyne_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the New Senior Subordinated Notes will be passed upon for the Issuers and the Guarantors by Weil, Gotshal & Manges LLP, Dallas, Texas and New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001063430_nakornthai_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001063430_nakornthai_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..399f4137833fa59cc426cd2d0726790de0a72f7f --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001063430_nakornthai_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the warrants will be passed upon for the Company by White & Case LLP, New York, New York, United States counsel for the Company and White & Case (Thailand) Limited, Thailand counsel for the Company. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001063744_informatio_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001063744_informatio_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..5a6580f836023e0e1b23d17a8e3c9d80ada1bfe9 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001063744_informatio_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Willkie Farr & Gallagher, New York, New York. Certain legal matters in connection with this Offering will be passed upon for the Underwriters by Cahill Gordon & Reindel (a partnership including a professional corporation), New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001063760_net_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001063760_net_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..f63398c5e607fa84c3050bbd47138261e635b9f3 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001063760_net_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the validity of the shares of Common Stock offered hereby will be passed upon for the Company by Fulbright & Jaworski L.L.P., New York, New York. Frederick R. Adler, who is a retired partner of and of counsel to the firm, is a director of the Company and owns shares of Common Stock. Certain legal matters relating to the Offering will be passed upon for the Underwriters by Wilson Sonsini Goodrich & Rosati, Palo Alto, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001063854_prestige_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001063854_prestige_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..f3f5d8deeb51fb85cf604b0236d3d003368972c3 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001063854_prestige_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Greenberg Traurig, P.A., Miami, Florida. Orrick, Herrington & Sutcliffe LLP New York, New York, has acted as counsel for the Underwriters in connection with the Offering. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001063885_netcare_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001063885_netcare_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..aea77f37c19a44ed221892973c1dbee2617e386f --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001063885_netcare_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Dewey Ballantine LLP, New York, New York. Certain legal matters relating to the Offering will be passed upon for the Underwriters by Debevoise & Plimpton, New York, New York. Morton A. Pierce and Gordon E. Warnke, members of Dewey Ballantine LLP, are stockholders of the Company and Mr. Pierce is also a director of the Company. See "Management," "Principal Stockholders," and "Certain Relationships and Related Transactions." \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001063921_pilot_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001063921_pilot_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..e91422b8291a6a8508e18b225aade47ce24e1cd4 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001063921_pilot_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Venture Law Group, A Professional Corporation, Menlo Park, California. Certain legal matters relating to this Offering will be passed upon for the Underwriters by Gunderson Dettmer Stough Villenueve Franklin & Hachigian, LLP, Menlo Park, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001063980_clark-inc_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001063980_clark-inc_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..f84edc50a328b7391766b5e8490597a3decadf41 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001063980_clark-inc_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for CBH by Akin, Gump, Strauss, Hauer & Feld, L.L.P., Dallas, Texas. Certain matters will be passed upon for the Underwriters by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001064010_filetek_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001064010_filetek_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..0e195a97a91f0dd7b3ffa80ab1b3c75047f11d09 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001064010_filetek_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the Common Stock will be passed upon for the Company by Piper & Marbury L.L.P., Washington, D.C. and for the Selling Stockholders by Patton Boggs LLP, Washington, D.C. Certain legal matters in connection with the Offering will be passed upon for the Underwriters by Buchanan Ingersoll Professional Corporation, Princeton, New Jersey. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001064047_colorado_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001064047_colorado_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..cec71385fb37a6a8795df5649b2ebf898bb0ba32 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001064047_colorado_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Holme Roberts & Owen LLP, Boulder, Colorado. Certain legal matters related to this offering will be passed upon for the Underwriters by Piper & Marbury L.L.P., Baltimore, Maryland. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001064122_scottish_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001064122_scottish_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..a31280b69145e95ed3229f6225fd4c0ff3a3aa4d --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001064122_scottish_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Ordinary Shares under Cayman Islands law will be passed upon for the Company by Maples and Calder, Cayman Islands. Certain matters as to United States law in connection with the Offering will be passed upon for the Company by Jones, Day, Reavis & Pogue, Dallas, Texas. Michael C. French, Chief Executive Officer, President and a Director of the Company, serves as a consultant to Jones, Day, Reavis & Pogue. Certain matters as to state insurance regulatory laws will be passed upon for the Company by The Bernstein Law Firm, Washington, D.C. Certain matters as to United States law in connection with the Offering will be passed upon for the Underwriters by Cleary, Gottlieb, Steen & Hamilton, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001064158_cygnet_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001064158_cygnet_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..03be9188f1040bcc8de7a178033ad4bc52077f67 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001064158_cygnet_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the securities offered hereby is being passed upon for the Company by Snell & Wilmer L.L.P., Phoenix, Arizona. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001064359_toyota_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001064359_toyota_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..7a36957a67b5249afe85943e41b1b6d3958794ff --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001064359_toyota_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters, including certain federal income tax matters, with respect to the Class A Certificates have been passed upon for TMCC and the Transferor by O'Melveny & Myers LLP, Los Angeles, California. Brown & Wood LLP will act as counsel for the Underwriters and has performed certain legal services for TMCC, including in connection with the Titling Trust. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001064451_cumulus_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001064451_cumulus_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..88fc515c56cdbd402912ca04f429b82bc52f3703 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001064451_cumulus_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the shares of Class A Common Stock offered hereby will be passed upon for the Company by Holleb & Coff, Chicago, Illinois. Simpson Thacher & Bartlett, New York, New York, has acted as counsel to the Underwriters in connection with the Offerings. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001064452_minority_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001064452_minority_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..88fc515c56cdbd402912ca04f429b82bc52f3703 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001064452_minority_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the shares of Class A Common Stock offered hereby will be passed upon for the Company by Holleb & Coff, Chicago, Illinois. Simpson Thacher & Bartlett, New York, New York, has acted as counsel to the Underwriters in connection with the Offerings. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001064453_forjay_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001064453_forjay_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..88fc515c56cdbd402912ca04f429b82bc52f3703 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001064453_forjay_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the shares of Class A Common Stock offered hereby will be passed upon for the Company by Holleb & Coff, Chicago, Illinois. Simpson Thacher & Bartlett, New York, New York, has acted as counsel to the Underwriters in connection with the Offerings. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001064454_cumulus_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001064454_cumulus_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..88fc515c56cdbd402912ca04f429b82bc52f3703 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001064454_cumulus_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the shares of Class A Common Stock offered hereby will be passed upon for the Company by Holleb & Coff, Chicago, Illinois. Simpson Thacher & Bartlett, New York, New York, has acted as counsel to the Underwriters in connection with the Offerings. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001064455_forjay_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001064455_forjay_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..88fc515c56cdbd402912ca04f429b82bc52f3703 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001064455_forjay_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the shares of Class A Common Stock offered hereby will be passed upon for the Company by Holleb & Coff, Chicago, Illinois. Simpson Thacher & Bartlett, New York, New York, has acted as counsel to the Underwriters in connection with the Offerings. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001064456_mra_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001064456_mra_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..88fc515c56cdbd402912ca04f429b82bc52f3703 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001064456_mra_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the shares of Class A Common Stock offered hereby will be passed upon for the Company by Holleb & Coff, Chicago, Illinois. Simpson Thacher & Bartlett, New York, New York, has acted as counsel to the Underwriters in connection with the Offerings. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001064457_gem-radio_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001064457_gem-radio_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..88fc515c56cdbd402912ca04f429b82bc52f3703 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001064457_gem-radio_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the shares of Class A Common Stock offered hereby will be passed upon for the Company by Holleb & Coff, Chicago, Illinois. Simpson Thacher & Bartlett, New York, New York, has acted as counsel to the Underwriters in connection with the Offerings. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001064459_carribean_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001064459_carribean_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..88fc515c56cdbd402912ca04f429b82bc52f3703 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001064459_carribean_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the shares of Class A Common Stock offered hereby will be passed upon for the Company by Holleb & Coff, Chicago, Illinois. Simpson Thacher & Bartlett, New York, New York, has acted as counsel to the Underwriters in connection with the Offerings. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001064498_mrc-group_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001064498_mrc-group_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..605386cec7b893ee444a8878e7380c0512bff930 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001064498_mrc-group_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the Common Stock offered hereby will be passed upon for the Company by Baker & Hostetler LLP, Cleveland, Ohio. Certain legal matters will be passed upon for the Underwriters by Testa, Hurwitz & Thibeault, LLP, Boston, Massachusetts. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001064535_tumbleweed_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001064535_tumbleweed_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..b6581b42db544e7c316e79b829c76bf891bfbcee --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001064535_tumbleweed_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Shares offered hereby will be passed upon for the Company by Brown, Todd & Heyburn PLLC, Louisville, Kentucky. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001064546_c-g_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001064546_c-g_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..034bd7ca3340b4cf017166627ed3775e992a89fc --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001064546_c-g_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the New Senior Subordinated Notes will be passed upon for the Issuers and the Guarantors by Weil, Gotshal & Manges LLP, Dallas, Texas and New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001064547_c-g_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001064547_c-g_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..034bd7ca3340b4cf017166627ed3775e992a89fc --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001064547_c-g_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the New Senior Subordinated Notes will be passed upon for the Issuers and the Guarantors by Weil, Gotshal & Manges LLP, Dallas, Texas and New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001064550_coyne_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001064550_coyne_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..034bd7ca3340b4cf017166627ed3775e992a89fc --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001064550_coyne_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the New Senior Subordinated Notes will be passed upon for the Issuers and the Guarantors by Weil, Gotshal & Manges LLP, Dallas, Texas and New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001064551_marison_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001064551_marison_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..034bd7ca3340b4cf017166627ed3775e992a89fc --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001064551_marison_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the New Senior Subordinated Notes will be passed upon for the Issuers and the Guarantors by Weil, Gotshal & Manges LLP, Dallas, Texas and New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001064552_meco_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001064552_meco_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..034bd7ca3340b4cf017166627ed3775e992a89fc --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001064552_meco_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the New Senior Subordinated Notes will be passed upon for the Issuers and the Guarantors by Weil, Gotshal & Manges LLP, Dallas, Texas and New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001064553_modern_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001064553_modern_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..034bd7ca3340b4cf017166627ed3775e992a89fc --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001064553_modern_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the New Senior Subordinated Notes will be passed upon for the Issuers and the Guarantors by Weil, Gotshal & Manges LLP, Dallas, Texas and New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001064554_stoody-co_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001064554_stoody-co_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..034bd7ca3340b4cf017166627ed3775e992a89fc --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001064554_stoody-co_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the New Senior Subordinated Notes will be passed upon for the Issuers and the Guarantors by Weil, Gotshal & Manges LLP, Dallas, Texas and New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001064555_tag_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001064555_tag_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..034bd7ca3340b4cf017166627ed3775e992a89fc --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001064555_tag_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the New Senior Subordinated Notes will be passed upon for the Issuers and the Guarantors by Weil, Gotshal & Manges LLP, Dallas, Texas and New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001064556_thermadyne_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001064556_thermadyne_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..034bd7ca3340b4cf017166627ed3775e992a89fc --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001064556_thermadyne_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the New Senior Subordinated Notes will be passed upon for the Issuers and the Guarantors by Weil, Gotshal & Manges LLP, Dallas, Texas and New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001064557_thermadyne_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001064557_thermadyne_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..034bd7ca3340b4cf017166627ed3775e992a89fc --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001064557_thermadyne_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the New Senior Subordinated Notes will be passed upon for the Issuers and the Guarantors by Weil, Gotshal & Manges LLP, Dallas, Texas and New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001064558_thermal_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001064558_thermal_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..034bd7ca3340b4cf017166627ed3775e992a89fc --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001064558_thermal_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the New Senior Subordinated Notes will be passed upon for the Issuers and the Guarantors by Weil, Gotshal & Manges LLP, Dallas, Texas and New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001064559_thermal_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001064559_thermal_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..034bd7ca3340b4cf017166627ed3775e992a89fc --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001064559_thermal_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the New Senior Subordinated Notes will be passed upon for the Issuers and the Guarantors by Weil, Gotshal & Manges LLP, Dallas, Texas and New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001064560_tweco_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001064560_tweco_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..034bd7ca3340b4cf017166627ed3775e992a89fc --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001064560_tweco_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the New Senior Subordinated Notes will be passed upon for the Issuers and the Guarantors by Weil, Gotshal & Manges LLP, Dallas, Texas and New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001064561_victor_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001064561_victor_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..034bd7ca3340b4cf017166627ed3775e992a89fc --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001064561_victor_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the New Senior Subordinated Notes will be passed upon for the Issuers and the Guarantors by Weil, Gotshal & Manges LLP, Dallas, Texas and New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001064562_wichita_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001064562_wichita_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..034bd7ca3340b4cf017166627ed3775e992a89fc --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001064562_wichita_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the New Senior Subordinated Notes will be passed upon for the Issuers and the Guarantors by Weil, Gotshal & Manges LLP, Dallas, Texas and New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001064563_woodland_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001064563_woodland_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..034bd7ca3340b4cf017166627ed3775e992a89fc --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001064563_woodland_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the New Senior Subordinated Notes will be passed upon for the Issuers and the Guarantors by Weil, Gotshal & Manges LLP, Dallas, Texas and New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001064637_time_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001064637_time_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..eb475860edaba19bda756495de12f7cc11fb9137 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001064637_time_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The legality of the Notes offered hereby and certain other legal matters will be passed upon for the Company by Cravath, Swaine & Moore, New York, New York and for the Underwriters by Shearman & Sterling, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001065121_work_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001065121_work_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..91f49daf21705f15e8fee9819720493e3a0af38d --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001065121_work_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters in connection with the sale of the Common Stock offered hereby are being passed upon for the Company by Porter & Hedges, L.L.P., Houston, Texas. The legality of the shares of Common Stock offered hereby will be passed upon for the Underwriters by King & Spalding, Atlanta, Georgia. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001065269_applied_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001065269_applied_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..b4d67840bf5cc76a3741fc6066832f5fe32ff132 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001065269_applied_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Sidley & Austin, Chicago, Illinois. Certain legal matters in connection with the Offering will be passed upon for the Underwriters by Latham & Watkins, Chicago, Illinois. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001065471_triarco_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001065471_triarco_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..692b54c1e061999d9fd17e3f11400634489898be --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001065471_triarco_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the shares of Common Stock offered hereby and certain other matters will be passed upon for the Company and the Selling Stockholder by Cadwalader, Wickersham & Taft, New York, New York. Certain legal matters in connection with this offering will be passed upon for the Underwriters by Fried, Frank, Harris, Shriver & Jacobson (a partnership including professional corporations), Los Angeles, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001065890_provident_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001065890_provident_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..21c0078a8a5bff73ba6b7581eba8f120467bf5d0 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001065890_provident_legal_matters.txt @@ -0,0 +1 @@ +all payments due or to become due thereunder), (B) will have good title to each item of Equipment subject to any Lease other than a Nominal Buy-Out Lease and other than software, and (c) will have a perfected security interest in each item of Equipment other than software with a purchase price in excess of $10,000 subject to a Nominal Buy-Out Lease, (ii) on the Issuance Date, the Leases and the interest in the Equipment transferred will be free and clear of all liens other than the rights of each Lessee under its Lease and other than any lien created by the Transfer and Servicing Agreements and, as to Equipment that is classified as a "fixture under the UCC," any conflicting rights of an owner or mortgagee of the real estate to which the fixture is attached, and there are no delinquent taxes or other outstanding charges affecting the Equipment which are or may give rise to liens prior to, or on parity with, the liens created by the Transfer and Servicing Agreements and (iii) each Lease requires the Lessee thereunder to maintain insurance on the Equipment subject thereto in an amount at least equal to the fair market value thereof. If (i) any of such representations and warranties made by the Transferor or ILC proves at any time to have been inaccurate in any material respect as of the Issuance Date, (ii) certain adjustments or modifications are made to any Lease by the Servicer or (iii) any Lease is terminated in whole or in part by a Lessee, or any amounts due with respect to any Lease shall be reduced or impaired, as a result of any action or inaction by the Transferor or ILC (other than any such action or inaction of ILC, when acting as Servicer, in connection with the enforcement of any Lease (other than an Early Lease Termination) in a manner consistent with the provisions of the Pooling and Servicing Agreement) or any claim by any Lessee against the Transferor or ILC and, in any case referred to in (i) or (iii), the event or condition causing such inaccuracy, termination, reduction, impairment or claim shall not have been cured or corrected within 30 days after the earlier of the date on which the Transferor is given notice thereof by the Transferor or the Trustee or the date on which the Transferor otherwise first has notice thereof, the Transferor (or the Servicer, in the case of clause (ii)) will repurchase such Lease (a "Predecessor Lease") and the Equipment subject thereto by depositing into the Collection Account, not later than the Determination Date (A) next following the expiration of such 30-day period, in the case of events referred to in (i) or (iii), and (B) next following the date of such event with respect to events referred to in (ii), an amount equal to the Discounted Present Value of such Lease plus any amounts previously due and unpaid thereon. Any inaccuracy in any representation or warranty with respect to (i) the priority of the lien of the Indenture with respect to any Lease or (ii) the amount (if less than represented) of the Lease Payments, Casualty Payments or Termination Payments under any Lease is deemed to be material. The obligation of the Transferor to repurchase any Leases under clause (a) relating to representations and warranties made by ILC in the Contribution Agreement is subject to ILC's repurchase of such Leases. The repurchase obligation constitutes the sole remedy available to the Noteholders, the Indenture Trustee, the Certificateholders and the Trustee in respect of the Trust for any such uncured breach. If the Transferor or the Servicer is required to repurchase any Predecessor Lease under clause (i) or (ii) of the preceding paragraph, in lieu of such repurchase, the Transferor may substitute one or more leases originated or acquired using the same credit criteria as the initial Leases and having similar characteristics (each, a "Substitute Lease") for Leases subject to repurchase in accordance with the preceding paragraph, so long as the following conditions are met: (i) after giving effect to such substitution, the aggregate Booked Residual Value (without duplication) of all Substitute Leases will not be less than 90% of the aggregate Booked Residual Value of all Predecessor Leases since the Issuance Date, (ii) after giving effect to such adjustment or substitution, either the final payment on such Substitute Lease must be on or prior to April, 2005 or, to the extent the final payment is due later, only scheduled payments due on or prior to such date are included in the Discounted Present Value of such Lease for the purpose of making any calculation under the Pooling and Servicing Agreement, (iii) after giving effect to such substitution, the aggregate amount of Lease Payments through the term of the Leases will not be more than 5% less than the aggregate scheduled Lease Payments of the Leases prior to such substitution, and (iv) after giving effect to such substitution, the Discounted Present Value of the Performing Leases is not less than the Discounted Present Value of the Performing Leases prior to such substitution. No substitutions will be permitted if after giving effect to such substitution, the aggregate Discounted Present Value of all Predecessor Leases would exceed 10% of the Discounted Present Value of the Leases as of the Cut-Off Date. Although the limitations set forth above are intended to minimize the probability that substitutions would result in losses or delays in payments to the Noteholders, no assurances can be given to this effect. If and when the aggregate Discounted Present Value of all Leases for which a Substitute Lease has been substituted equals 10% of the Discounted \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001066020_cassidy_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001066020_cassidy_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..60fbd4de77d8f0ca825933dec54cfa923a92e22e --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001066020_cassidy_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock being offered hereby will be passed upon for the Company by Hogan & Hartson L.L.P., Washington, D.C., and for the Underwriters by Gibson, Dunn & Crutcher LLP, Washington, D.C. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001066275_chemical_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001066275_chemical_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..debf69cf5c7e30ff043b1a4e5285e72e03050555 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001066275_chemical_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters in connection with the Common Stock being offered hereby will be passed upon for the Company by Andrews & Kurth L.L.P., Houston, Texas and for the Underwriters by Baker & Botts, L.L.P., Houston, Texas. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001066622_griffith_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001066622_griffith_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..6352e98827c3c73032faa0f3b87fdcd3e89b4777 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001066622_griffith_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Class A Common Stock will be passed upon for the Company by Bell, Boyd & Lloyd, Chicago, Illinois. Certain legal matters will be passed upon for the Underwriters by Lord, Bissell & Brook, Chicago, Illinois. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001066654_offitbank_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001066654_offitbank_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..1a5cc4596fca01288c60d435b379c88ff8440d64 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001066654_offitbank_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS OFFITBANK is not a party to any legal proceedings. INVESTMENT MANAGEMENT AGREEMENTS OFFITBANK's standard investment management agreement with its clients gives OFFITBANK discretionary authority to invest the client's funds within the investment guidelines furnished by the client in writing. The fees charged will vary with the individual client's investment program. OFFITBANK will either act as custodian for the securities pursuant to a separate custody agreement (for which services it is compensated pursuant to that agreement) or will give instructions for the execution of transactions to the entity or entities which have custody. The investment management agreement also recites that OFFITBANK will receive (i) advisory fees from the investment companies whose portfolios are managed by OFFITBANK if the client's funds are invested in those companies pursuant to the client's investment guidelines, and (ii) a "spread" on any foreign exchange transaction for the client's account in which OFFITBANK acts as counterparty on the transaction. OFFITBANK's investment advisory agreements with clients, other than mutual funds, are typically terminable by either party on notice. OFFITBANK's investment advisory agreements with its mutual funds are terminable on 60 days' notice and must be approved and renewed annually by the disinterested members of the boards of directors of the mutual funds or by their shareholders, as required by law. UNDERWRITING AGREEMENTS WITH THE FUNDS Banking laws and regulations, as currently interpreted by the NYSBD, prohibit New York State chartered trust companies from controlling, or distributing the shares of, a registered open-end investment 40 company continuously engaged in the issuance of its shares, and prohibit such trust companies generally from issuing, underwriting, selling or distributing securities, but do not prohibit such trust companies from acting as investment advisor, administrator, transfer agent or custodian to such an investment company or from purchasing shares of such a company as agent for and upon the order of a customer. Shares in each fund whose portfolio is managed by OFFITBANK are sold on a continuous basis by its distributor, OFFIT Funds Distributor, Inc. (the "Distributor"), a wholly-owned subsidiary of Provident Distributors, Inc. Solely for the purpose of reimbursing the Distributor for activities primarily intended to result in the sale of the shares in the funds, each fund is authorized to spend up to 0.25% of its net assets annually with respect to the shares of the fund in accordance with the plan of distribution. 41 MANAGEMENT DIRECTORS AND EXECUTIVE OFFICERS The names, ages and positions of the directors and executive officers of the Company are set forth in the table below. Each director serves a term of one year or until the selection of his successor. The table also sets forth the year each director or executive officer was first elected to such position with OFFITBANK and the position currently held by each such individual with OFFITBANK. DIRECTORS
DIRECTOR OF OFFITBANK NAME AGE SINCE POSITION - -------------------------------------------- --- ----------------- -------------------------------------------- Morris W. Offit............................. 61 1990 Chairman of the Board, member of the Compensation Committee and Chief Executive Officer of the Company; Chairman of the Board and Chief Executive Officer of OFFITBANK H. Furlong Baldwin.......................... 66 1990 Director, Chairman of the Audit Committee of the Company and member of the Compensation Committee of the Company; Director of OFFITBANK Alessandro C. di Montezemolo................ 79 1991 Director of the Company and OFFITBANK David I. Margolis........................... 68 1990 Director and member of the Audit Committee of the Company; Director of OFFITBANK Harvey M. Meyerhoff......................... 71 1991 Director of the Company and OFFITBANK George R. Packard........................... 66 1990 Director of the Company and OFFITBANK Edward V. Regan............................. 67 1996 Director and member of the Audit Committee of the Company; Director of OFFITBANK B. Lance Sauerteig.......................... 53 1990 Director and Chairman of the Compensation Committee of the Company; Director of OFFITBANK Ricardo Steinbruch.......................... 39 1996 Director of the Company and OFFITBANK
MORRIS W. OFFIT has been Chairman and Chief Executive Officer and a Managing Director of OFFITBANK since its inception. OFFITBANK's predecessor company, OFFIT Associates, Inc., a registered investment advisor was formed by him in 1983 and he served as its President until OFFITBANK succeeded to its business. Prior to this Mr. Offit was associated with the Julius Baer Group in Zurich (1980-1982) and, as a Director of Baer Holding Ltd., he was responsible for its U.S. investment operations. Mr. Offit joined Salomon Brothers in 1968 and for ten years was a General Partner, during which time he was responsible for fixed income and equity sales and its Stock Research Department. He began his career 42 in 1960 at Mercantile Safe Deposit and Trust Company in Baltimore in investment research. Mr. Offit received a BA from Johns Hopkins University (1957) and an MBA from the Wharton School of the University of Pennsylvania (1960). He was also the recipient of an Honorary Degree of Doctor of Humane Letters from Johns Hopkins University in 1996. In 1983 he served as Adjunct Professor of Finance at the Columbia Graduate School of Business, lecturing on the secondary capital markets. He has lectured widely at investment seminars and graduate schools of business and international affairs. He has also authored a number of articles for financial publications. Mr. Offit's outside affiliations include serving as a Trustee of The Johns Hopkins University, where he served as Chairman of the Board (1990-1996). He is also a Trustee of The Jewish Museum, where he served as Chairman of the Board (1987-1991). Other trusteeships include The Jewish Theological Seminary, The Union Theological Seminary, Teachers College (Columbia University), Thirteen-WNET and The American Jewish Committee. He serves as a director of Hasbro, Inc. and Mercantile Bankshares Corporation. H. FURLONG BALDWIN is the Chairman and Chief Executive Officer of Mercantile Bankshares Corporation, which positions he has held since 1984 and 1976, respectively. ALESSANDRO C. DI MONTEZEMOLO served as Chairman and Chief Executive Officer of Marsh & McLennan Inc., an insurance brokerage firm, from January 1982 to 1985. Since 1985 Mr. Di Montezemolo has been a private investor. He serves as Chairman Emeritus of the American Italian Cancer Foundation and as Chairman of the International Board of the National Museum of Women in the Arts in Washington, D.C. DAVID I. MARGOLIS, as of February 1, 1995, became Chairman of the Executive Committee of Coltec Industries Inc., having prior thereto been Chairman and Chief Executive Officer since 1985. Coltec is a manufacturer of a diversified line of aerospace and industrial products in the United States and abroad. HARVEY M. MEYERHOFF was Chairman of the Board of Magna Properties, Inc., which has its offices in Baltimore, Maryland. He held this position from 1979 until 1995. He is now retired and is involved in private investment and philanthropic activities. Mr. Meyerhoff is also Chairman Emeritus of the United States Holocaust Memorial Council. Dr. GEORGE R. PACKARD completed his term in December 1993 as Dean of The Johns Hopkins University Nitze School of Advanced International Studies in Washington, D.C., after 14 years of service in that position. He is currently on leave as the Edwin O. Reischauer Professor of East Asian Studies and director of the Reischauer Center at the same school, and is now President of the U.S.-Japan Foundation in New York. EDWARD V. REGAN is a Distinguished Fellow at The Jerome Levy Economics Institute at Bard College and serves as the Chairman of the Municipal Assistance Corporation of the City of New York. In addition, he is a trustee of the Financial Accounting Foundation. Before joining the Institute in 1993, Mr. Regan served 14 years as New York State Comptroller. B. LANCE SAUERTEIG is President of BLS Strategic Capital, Inc., a financial and investment advisory company, a position he has held since 1994 and has also been a principal in the law firm of Levett, Rockwood & Sanders, P.C. since 1995. Prior thereto, he served from 1986 to 1994 as President of First Spring Corporation, a diversified private family investment company. Before that he was a principal in the New Haven, Connecticut law firm of Bergman, Horowitz & Reynolds, P.C. RICARDO STEINBRUCH is one of the two principals of Grupo Vicunha, the largest textile conglomerate in Brazil. Since April 1995, Mr. Steinbruch has served as President of Elizabeth S/A Industria Textil and Fiacao Nordeste do Brasil S/A, and prior thereto. 43 EXECUTIVE OFFICERS
OFFICER OF OFFITBANK NAME AGE SINCE POSITION - -------------------------------------------- --- ----------------- -------------------------------------------- Morris W. Offit............................. 61 1983 Chairman of the Board and Chief Executive Officer Wallace Mathai-Davis........................ 54 1986 Chief Financial Officer and Corporate Secretary Vincent M. Rella............................ 46 1990 Chief Accounting Officer and Controller
ELECTION OF DIRECTORS Each director of the Company serves a term from the date of such director's election until the next annual meeting of shareholders. Officers of the Company are elected by, and serve at the discretion of, the Board of Directors. Each director of the Company who is not an employee of the Company or OFFITBANK will receive an annual retainer of $12,500 and a meeting fee of $625 for each meeting of the Board and each Committee of the Board on which he or she serves. In addition, the Chairman of the Audit and Compensation Committees of the Board will receive an annual retainer of $3,000. Non-employee directors of OFFITBANK currently receive an annual director's fee of $12,500 ($15,500 for committee chairmen) and a fee of $625 for each meeting of the Board attended by the director. The Company and OFFITBANK reimburse all directors for travel expenses incurred in attending meetings of the Board of Directors and its committees. The Company By-laws provide for indemnification of officers and directors of the Company and its subsidiaries to the full extent permitted by the Delaware Business Corporation Law ("DGCL"). The Company is also authorized under the Company By-laws to purchase and maintain insurance for purposes of providing indemnification to officers, directors, employees and agents of the Company, whether or not such indemnification is provided for by the DGCL. The Company intends to acquire such insurance after completion of this Offering. The Company believes that these provisions are necessary for the Company to continue to attract and retain qualified persons as directors and officers. AUDIT COMMITTEE The Audit Committee consists of three directors, none of whom are employees or officers (or former employees or officers) of the Company or its subsidiaries. The Audit Committee's duties include reviewing internal financial information, monitoring cash flow, budget variances and credit arrangements, reviewing the audit program of the Company, reviewing with the Company's independent accountants the results of all audits upon their completion, annually selecting and recommending independent public accountants, overseeing the quarterly unaudited reporting process and taking such other action as may be necessary to assure the adequacy and integrity of all financial information distributed by the Company. Members of the Audit Committee served as members of the Audit Committee of OFFITBANK prior to their appointment to the Audit Committee of the Company. COMPENSATION COMMITTEE The Compensation Committee consists of three directors, a majority of whom may not be officers or employees (or former officers or employees) of the Company or its subsidiaries. The Committee will recommend compensation levels of senior management, work with senior management on benefit and 44 compensation programs for Company employees and monitor local and national compensation trends to ensure the Company's compensation program is competitive. The Committee also has authority to make grants under the OFFITBANK 1993 Stock Option Plan which has been adopted by the Company. Members of the Compensation Committee served as members of the Compensation Committee of OFFITBANK prior to their appointment to the Compensation Committee of the Company. MANAGING DIRECTORS OF OFFITBANK The following sets forth information concerning the Managing Directors of OFFITBANK, each of whom plays an important role in the investment management of client assets and/or client relations and services. Each is a shareholder of the Company. See "PRINCIPAL AND SELLING SHAREHOLDERS." LESLIE F.B. ASHBURNER joined OFFITBANK in 1984 and has recently taken over responsibility for special projects for OFFITBANK and functions as a senior advisor in administrative matters. From 1994 to 1996 he was responsible for the administrative activities of OFFITBANK including operations, personnel administration and technology. From 1984 to 1994 he was responsible for the OFFITBANK's Global fixed income activities. Between 1971 and 1984 he was associated with two global commercial banks: from 1981 to 1984 he was an Administrative Vice President and Global Funding Manager for Marine Midland Bank with specific responsibilities for coordinating the Eurodollar and Eurocurrency books and the worldwide funding of all foreign branches and international banking facilities. From 1971 to 1981 he was with Chemical Bank, first in London, where he was responsible for trading foreign exchange, interbank sterling and UK securities; and then in New York as Vice President in charge of the Nassau desk. He received a degree in Banking from Kings College (University of London) in 1972. Mr. Ashburner is a patron of Grenville College, a university preparatory school located in Ontario, Canada and is a member of the Greater New York Board of Advisors to the Salvation Army. ALBERT C. BELLAS joined OFFITBANK in 1992 and has responsibility for Marketing and Client Development. Prior to this, Mr. Bellas spent 15 years with Shearson Lehman Brothers Inc. where he was a Senior Executive Vice President and a member of the Board of Directors of Lehman Brothers. From 1982 to 1990 Mr. Bellas was the Director of the Public Finance Division and Chairman of its operating committee. From 1979 to 1982 he was the Administrative Head of the Investment Banking Divisions including the Corporate, Public and International Finance Departments. Prior to joining Shearson Lehman Brothers Inc., Mr. Bellas was a General Partner at Loeb Rhoades & Co. from 1976 to 1979, and a Vice President at Goldman, Sachs & Co. from 1973 to 1976. He was an Associate at Dillon Read & Co. Inc. from 1968 to 1972. Mr. Bellas graduated with a BA from Yale University in 1964, received a JD from the University of Chicago Law School in 1967 and an MBA from the Columbia Graduate School of Business in 1968, where he was elected a McKinsey Scholar. In 1963, Mr. Bellas was a White House Intern. Mr. Bellas is a frequent speaker on investment topics at various investment institute, programs, seminars and forums. Mr. Bellas's outside affiliations include serving as a Director of the Lincoln Center for the Performing Arts, Inc., Chairman of the Board of the School of American Ballet, a Director of the Guild Hall of East Hampton and a member of the Board of Regents of The Mercersburg Academy. JACK D. BURKS joined OFFITBANK in 1984 and has responsibility for OFFITBANK's domestic, global and total return fixed income investment strategies. He is the President of OFFITBANK Derivatives Inc., a subsidiary of OFFITBANK. Mr. Burks manages The OFFITBANK Government Securities Fund and The OFFITBANK Mortgage Backed Securities Fund. Prior to joining OFFITBANK, Mr. Burks worked at Pittsburgh National Bank (1973-1984) where he was a Vice President responsible for treasuries, mortgage backed instruments and money market trading, as well as several areas of arbitrage. Mr. Burks received both a BA (1972) and an MBA (1978) from Indiana University. Mr. Burks serves on the Board of Directors and is Treasurer of the Alzheimer's Association of New York City. 45 CAROLYN N. DOLAN has been associated with OFFITBANK since 1983 and has responsibility for OFFITBANK's tax sensitive and tax sensitive total return investment strategies. From 1978 to 1983 she was associated with Julius Baer Securities, Oppenheimer Capital Corporation and Equitable Life Assurance as a portfolio manager and investment analyst. At Equitable she was a senior team member in the restructuring of a multi-billion dollar Taft-Hartley Fund. Ms. Dolan holds a Masters of Science Degree from the Columbia School of Social Work (1977) and an MBA (1978) from Columbia University. Ms. Dolan graduated from Marymount College in 1968 and was a social worker for seven years. Ms. Dolan serves on the Board of Trustees of both Marymount College and the Cathedral School of St. John the Divine. JOHN H. HALDEMAN, JR. has been associated with OFFITBANK since 1988 and has responsibilities in fixed income portfolio Management with a specialty in municipal securities. He was a partner at Langdon P. Cook & Company, a firm specializing in municipal securities, from 1978 to 1988. Between 1970 and 1978 he was with Pittsburgh National Bank where he was responsible for the bank's municipal and treasury portfolios and their investment advisory services. Mr. Haldeman received his BS from Pennsylvania State University in 1969. RICHARD M. JOHNSTON joined OFFITBANK in 1992 and shares the responsibility as co-head of OFFITBANK's investment activities in the Emerging Markets. Since graduating Middlebury College in 1980 with a BA in economics and political science, Mr. Johnston has spent his entire business career involved with Emerging Markets finance. From 1988 to 1992 Mr. Johnston was associated with Salomon Brothers where he was a Vice President in the International Corporate Finance Division and an architect in building the firm's entire Emerging Markets business. From 1980 to 1988 he was a member of the Latin American Group in the International Corporate Banking Division of Manufacturers Hanover Trust Company. During that time he had a number of important assignments: managing the bank's Mexican business activities and loan portfolio (1987-1988); managing the bank's Venezuelan operations (1984-1987); and having primary responsibility for formulating and marketing Chile's comprehensive sovereign restructuring (1980-1984). He has been deeply involved in pioneering the issuance of new Emerging Markets securities in the U.S. and Euro-markets and in introducing many institutional investors to the opportunities offered by investing in Emerging Markets securities. Mr. Johnston was born in Bogota, Colombia and has lived in Amsterdam, Buenos Aires, Caracas, Frankfurt, London, Mexico City, Santiago and Tokyo. WALLACE MATHAI-DAVIS, Ph.D., is the Chief Financial Officer and Corporate Secretary of the Company and OFFITBANK and is a Managing Director of OFFITBANK. He joined OFFITBANK in 1986. He has responsibility for all OFFITBANK finance and administration and is involved with OFFITBANK's global and emerging markets investment activities. Formerly, Dr. Mathai-Davis was Executive Vice President and Chief Operating Officer of the Cathedral Corporation of St. John the Divine with responsibility for all investments and operations of The Cathedral Corporation and its subsidiaries. He was a management consultant and principal of Adimas International, Ltd. advising clients domestically and internationally in Europe, South America and Asia. Dr. Mathai-Davis also served as a member of the Graduate Faculty of Sociology at Stony Brook University, where he conducted comparative international research, taught at the graduate level and directed doctoral research. Dr. Mathai-Davis graduated with a B.A. MAXIMA CUM LAUDE from the University of Notre Dame in 1966. He holds both an M.A. (1972) and a Ph.D. (1974) from Princeton University. Dr. Mathai-Davis is a member of the New York Academy of Sciences. He is a Director of Global Decisions Group, Inc. He previously served as Treasurer of the Board of Trustees of The Cathedral of St. John the Divine and is currently a Member of its Board of Trustees. He is a Director of the Public Education Association. 46 VINCENT M. RELLA, CPA, joined OFFITBANK in 1986 and serves as the Company's and OFFITBANK's Controller and Chief Accounting Officer. He was a Vice President of OFFITBANK from 1990 through 1997 and became a Managing Director in 1998. He is responsible for the integrity of the Bank's portfolio accounting, unit accounting and tax reporting systems. In 1988, Mr. Rella designed and implemented OFFITBANK's multi-currency, tax lot portfolio accounting system Mr. Rella is also responsible for mutual fund administration, human resources and general services, and he serves as the principal liaison with OFFITBANK's outside mutual fund administrator. From 1981 until 1986 he was employed by Richard A. Eisner & Company, CPAs, as a senior accountant in the Audit and Tax departments. Mr. Rella received his BA in accounting and economics from Queens College in 1981. STEPHEN T. SHAPIRO, a co-founder of OFFITBANK, developed OFFITBANK's high yield products and is responsible for the high yield strategy. He is responsible for all high yield investments, including OFFITBANK's high yield partnership, the OFFIT Energy Income Fund, L.P., and The OFFITBANK High Yield Fund, a portfolio of OFFITBANK Funds, The OFFITBANK Investment Fund, Inc. and the Variable Insurance High Yield Fund. Prior to joining OFFITBANK, he had portfolio management and research responsibilities at Julius Baer and was a securities analyst at Drexel Burnham Lambert and Lionel D. Edie & Company. Mr. Shapiro is a 1977 graduate of Northwestern University and received an MBA from the Wharton School of the University of Pennsylvania in 1979. STEPHEN B. WELLS joined OFFITBANK in 1994 and is responsible for legal and compliance for the bank and its mutual funds, variable insurance products and fiduciary trust activities. He started his career as a trust and estate attorney with Cadwalader, Wickersham & Taft and Davidson, Dawson & Clark, two New York law firms. He also served as Trust and Investment Counsel for Irving Trust Co. where he created an investment and compliance process for its trust activity. From 1982 to 1989, he was a Principal of Morgan Stanley & Co. Incorporated, General Counsel for Morgan Stanley Asset Management and President of their various domestic and international closed-end and open-end mutual funds. He also developed a Fiduciary Advisor business which provided asset allocation, manager selection and monitoring and reporting services to trusts and wealthy families. From 1989 to 1990, he was a Vice President and General Counsel of Goldman Sachs Asset Management and he assisted in the development and global expansion of the asset management business. From 1991 to 1993, Mr. Wells was President of the Goldman Sachs Funds Group and Director of their load and no-load mutual funds, and was responsible for the management, strategic planning, new product development and direct client servicing functions of this business. During 1993, Mr. Wells was a Senior Vice President and General Counsel for Gabelli Funds, Inc. where he was responsible for administration, legal and compliance activities of the mutual funds, the investment adviser and the broker/dealer. Mr. Wells received his BA from Princeton University in 1966 and his law degree from New York University School of Law in 1969. He serves as a Director for St. Mary's Hospital for Children. In addition, he was a former member of the Board of Governors of the Investment Company Institute. 47 EXECUTIVE COMPENSATION SUMMARY COMPENSATION TABLE Prior to the Offering, the executive officers of the Company did not receive cash compensation in respect of their services to the Company but rather received compensation for services rendered to OFFITBANK and its subsidiaries. The following table sets forth the cash compensation paid to the Chairman of the Board and Chief Executive Officer and each of the other executive officers of OFFITBANK, as of December 31, 1997, for services rendered in all capacities to OFFITBANK and its subsidiaries during the fiscal year ended December 31, 1997.
ANNUAL COMPENSATION ------------------------------------------- NAME AND OTHER ANNUAL ALL OTHER PRINCIPAL POSITION SALARY($) BONUS($) COMPENSATION ($)(1) COMPENSATION ($) - -------------------------------------------------- ---------- ---------- ------------------- ---------------- Morris W. Offit, Chairman of the Board and Chief Executive Officer of OFFITBANK $ 900,000 $ 550,000 $ 0 $ 0 Wallace Mathai-Davis, Chief Financial Officer and Corporate Secretary of OFFITBANK $ 600,000 $ 275,000 $ 0 $ 0 Vincent M. Rella, Controller and Chief Accounting Officer of OFFITBANK $ 170,000 $ 100,000 $ 0 $ 0
- ------------------------ (1) In accordance with the applicable rules, the amounts set forth in this column do not include perquisites and other personal benefits received by the named executive officer unless the aggregate value thereof exceeded the lesser of $50,000 or 10% of the base salary and bonus reported for such officer. BONUS COMPENSATION OFFITBANK maintains a bonus compensation program under which a portion of total compensation consists of a bonus pool which is subject to allocation at year-end based upon performance as evaluated by senior management and the Compensation Committee. The Compensation Committee can, and has in the past, determined at year end to increase the bonus pool from the initially allocated amount. In addition, OFFITBANK has established a discretionary special performance bonus compensation program for calendar year 1998 (the "Special Performance Bonus") based on the recommendation of its Compensation Committee, whose members are the same individuals who form the Compensation Committee of the Company. The discretionary Special Performance Bonus provides for cash awards to employees of OFFITBANK based on the attainment of annual performance objectives established by the Compensation Committee at the beginning of the year. For calendar year 1998 the Compensation Committee recommended, and the Board of Directors approved, performance objectives for funding the discretionary Special Performance Bonus based on OFFITBANK's net operating margins before taxes and two special ventures, The Witan Company LLC technology software consortium and the CVO Greater China Fund, Inc. ("NOI") over a threshold of twenty-two percent (22%) of NOI. The maximum available for distribution under the Bonus Plan for 1998 will consist of (i) fifty percent (50%) of NOI between 22% and 25% of NOI, plus (ii) forty percent (40%) of NOI in excess of 25% of NOI. The discretionary Special Performance Bonus may be terminated or amended at any time by action of the Board of Directors. 48 1993 STOCK OPTION PLAN The Company has adopted and assumed the obligations under OFFITBANK's 1993 Stock Option Plan (the "1993 Plan"), including the obligations under outstanding options, which is intended to encourage stock ownership by employees of the Company and its subsidiaries and nonemployee directors of the Company, so that they may acquire or increase their proprietary interest in the Company, and to encourage such employees to remain in the employ of the Company or its subsidiaries (or, in the case of nonemployee directors, to remain in service as directors of the Company) and to put forth maximum efforts for the success of the business. It is further intended that options granted under the 1993 Plan by the Compensation Committee ("Options") shall constitute either (i) incentive stock options ("Incentive Stock Options") within the meaning of Section 422 of the Code, or (ii) nonqualified stock options ("Nonqualified Stock Options"). Under the 1993 Plan, options can be granted to acquire up to an aggregate of seven and one-half percent (7 1/2%) of the outstanding shares of the Common Stock of the Company. The following describes other aspects of the 1993 Plan: - Option Term--The term of an option is limited to eight (8) years. To the extent that an option is exercisable on the date of termination of an optionee's employment, an option will generally continue to be exercisable for a one-year period following an optionee's death, retirement or disability or for a three-month period following any other termination of an optionee's employment other than a termination for cause (but not beyond the original term of the option). - Exercise Price--All stock options shall provide for an exercise price of not less than one hundred percent (100%) of the Common Stock's fair market value on the date the option is granted. - Medium of Payment--Options may only be exercised for cash. - Vesting Criteria--Options become exercisable at the times and upon the conditions that the Compensation Committee of the Board determines, as reflected in each option agreement. - Changes in Control--All outstanding options become immediately exercisable upon the occurrence of a "change-in-control." Change-in-control events are limited to a sale of substantially all of the Company's assets or a more than fifty percent change in stock ownership. No options have been granted to any officer or director of OFFITBANK or the Company. As of June 30, 1998, the Company had options outstanding to purchase an aggregate of 673,248 shares (of which 649,248 are currently exercisable) with exercise prices ranging from $5.56 to $12.08, and a weighted average exercise price of $7.02. The options, all of which were issued under the 1993 Plan, are held by 11 employees of OFFITBANK. NON-COMPETITION AGREEMENT Each Managing Director has executed a Non-Competition Agreement with OFFITBANK under which he or she has agreed not to engage in or have any interest in or provide services for any enterprise which provides investment advisory, asset management or private banking services of any kind (other than as a director or in a similar advisory capacity) while employed by OFFITBANK without the approval of its Board of Directors. In addition, such agreement provides the Managing Director will not (i) solicit or induce any customer, client or employee of OFFITBANK to terminate its relationship with OFFITBANK or its affiliates, or (ii) provide services to any client or customer of OFFITBANK or any of its affiliates, or (iii) disclose any confidential information, in each case, either during his or her employment or for a period of two years thereafter. 49 CERTAIN TRANSACTIONS THE FORMATION TRANSACTIONS The Company is a newly formed company. It has not engaged in any business operations. On , 1998, the Company issued shares of its Common Stock to all of the Existing Shareholders in exchange for all of the outstanding shares of common stock of OFFITBANK and adopted and assumed the 1993 Plan and all of the outstanding options granted thereunder. As a result, OFFITBANK became a wholly-owned subsidiary of the Company, and the Company will initially conduct all of its business operations through OFFITBANK and its subsidiaries. After the consummation of the Offering, the Existing Shareholders will own shares of Common Stock, which will represent approximately % of the voting power of the outstanding Common Stock ( % if the Underwriters' over-allotment options are exercised in full). The foregoing transactions are collectively referred to herein as the "Formation Transactions." OTHER TRANSACTIONS OFFITBANK maintains for its own benefit a $15 million "key man" insurance policy on the life of Morris W. Offit. In addition, OFFITBANK and Morris W. Offit maintain a $10 million "split-dollar" life insurance on the life of Mr. Offit. The beneficiaries of the policy are the Company and a trust established for the benefit of Mr. Offit's family. The Company and the trust pay premiums on the policy. Under the policy, after reimbursing OFFITBANK for the aggregate amount of its premium payments and interest accrued thereon, death benefits and cash surrender value belong to the Offit family trust. To fund the portion of the insurance premiums to be paid by the trust, the Company may, if required, make annual loans to the trust. The loans are evidenced by demand promissory notes of the trust and accrue interest at a rate per annum calculated with reference to the short-term federal rate, compounded semiannually, as determined under Section 1274(d) of the Internal Revenue Code of 1986, as amended. The loans are secured by the cash value of the life insurance. OFFITBANK has the right to terminate its participation at any time. At June 30, 1998 the aggregate principal amount of the loans was $256,894 and the interest accrued thereon to that date was $44,295. It is expected that the annual principal amount of the loans will increase by approximately $60,000 in each of the next ten years. 50 PRINCIPAL AND SELLING SHAREHOLDERS The following tables set forth certain information regarding the beneficial ownership of the Company's Common Stock, without giving effect to the Underwriters' exercise of the overallotment options, by (i) each person who is known by the Company to own beneficially more than 5% of the outstanding shares of Common Stock, (ii) each of the directors of the Company, (iii) the executive officers of the Company named in the compensation table on page , (iv) all directors and executive officers of the Company as a group, and (v) each of the Selling Shareholders. Unless otherwise intended, the Company believes that the beneficial owner has sole voting and investment powers over such shares.
BENEFICIAL OWNERSHIP BENEFICIAL OWNERSHIP PRIOR TO OFFERING(2) AFTER OFFERING(2) --------------------------- ---------------------------- NUMBER NUMBER OF OF % OF CLASS SHARES TO NUMBER OF % OF CLASS NAME(1) SHARES OUTSTANDING BE SOLD SHARES OUTSTANDING - -------------------------------------------------------- ---------- --------------- ------------- ------------- ------------- PRINCIPAL SHAREHOLDERS, DIRECTORS AND EXECUTIVE OFFICERS Morris W. Offit(3)+..................................... 2,641,863 28.5 H. Furlong Baldwin(4)................................... 0 0 -- -- -- Alessandro C. di Montezemolo............................ 180 * David I. Margolis....................................... 112,500 1.2 Harvey M. Meyerhoff..................................... 112,500 1.2 George R. Packard....................................... 180 * Edward V. Regan......................................... 0 0 -- -- -- B. Lance Sauerteig...................................... 0 0 -- -- -- Ricardo Steinbruch(5)................................... 884,811 9.6 Leslie F.B. Ashburner................................... 588,624 6.4 Jack D. Burks(6)........................................ 588,624 6.4 Carolyn N. Dolan........................................ 588,624 6.4 Wallace Mathai-Davis+................................... 294,321 3.2 Vincent M. Rella+....................................... 58,872 * Steven T. Shapiro....................................... 591,000 6.4 - ------------------------ All directors and executive officers as a group (11 persons)..............................................
- ------------------------ + Executive Officer * Less than 1%. (1) Except as indicated in the footnotes below, the address of each five percent shareholder is in care of the Company at its principal executive office. See "MANAGEMENT" for a description of the offices held by directors and executive officers. (2) Calculated pursuant to Rule 13d-3(d) of the Exchange Act. Unless stated below, each such person has sole voting and investment power with respect to all such shares. (3) Does not include an aggregate of 90,000 shares (.9725%) owned by Mr. Offit's two adult sons who maintain their own respective separate residences. (4) Does not include 225,000 shares of Common Stock held by Mercantile Bankshare Corporation, of which Mr. Baldwin is Chairman and Chief Executive Officer. Mr. Baldwin disclaims beneficial interest in these shares. (5) These shares are held in the name of Fibra Holdings, Ltd., a British Virgin Islands corporation controlled by Mr. Steinbruch's family ("Fibra"). (6) Includes 117,726 (1.3%) owned by an unrelated party but subject to a voting trust of which Mr. Burks is trustee. 51 DESCRIPTION OF CAPITAL STOCK The authorized capital stock of the Company consists of 30,000,000 shares of Common Stock, par value $.01 per share. No Preferred Stock is outstanding as of the date of this Prospectus. Of the 30,000,000 shares of Common Stock authorized, shares will be outstanding and held by the officers and directors of the Company and the Managing Directors of OFFITBANK. After completion of the Offering, there will be issued and outstanding shares of Common Stock (without giving effect to the exercise of the Underwriters' over-allotment option) and no shares of Preferred Stock, and shares of Common Stock have been reserved for issuance pursuant to the 1993 Plan. The following summary description of the capital stock of the Company is qualified by reference to the Certificate of Incorporation and By-laws of the Company, copies of which are filed as exhibits to the Registration Statement of which this Prospectus forms a part. COMMON STOCK Holders of Common Stock are entitled to one vote per share on all matters to be voted on by shareholders and are not entitled to cumulative voting rights. Therefore, the holders of a majority of the shares voted in an election of directors at which a quorum is present can elect all of the directors then standing for election, subject to the rights of the holders of Preferred Stock, if and when issued. The holders of Common Stock have no preemptive or other subscription rights, and there are no conversion rights or redemption or sinking fund provisions with respect to the Common Stock. The holders of Common Stock are entitled to receive such dividends, if any, as may be declared from time to time by the Board of Directors from funds legally available therefor, with each share of Common Stock sharing equally in such dividends. The possible issuance of Preferred Stock with a preference over Common Stock as to dividends could impact the dividend rights of holders of Common Stock. All outstanding shares of Common Stock, including the shares offered by this Prospectus, are, or will be upon consummation of the Offering, fully paid and non-assessable. The By-laws provide, subject to the rights of the holders of the Preferred Stock, if and when issued, that the number of directors shall be fixed by the Board of Directors. Subject to any rights of the holders of Preferred Stock, if and when issued, to elect directors, and to remove any director whom the holders of any such Preferred Stock had the right to elect, any director of the Company may be removed from office only with cause and by the affirmative vote of at least eighty (80%) percent of the total votes which would be eligible to be cast by shareholders in the election of such director. UNDESIGNATED PREFERRED STOCK The Board of Directors of the Company is authorized, without further action of the shareholders of the Company, to issue up to 1,000,000 shares of Preferred Stock in classes or series and to fix the designations, powers, preferences and the relative, participating, optional or other special rights of the shares of each series and any qualifications, limitations and restrictions thereon as set forth in the Certificate. Any such Preferred Stock issued by the Company may rank prior to the Common Stock as to dividend rights, liquidation preference or both, may have full or limited voting rights and may be convertible into shares of Common Stock. The purpose of authorizing the Board of Directors to issue Preferred Stock is, in part, to eliminate delays associated with a shareholder vote on specific issuances. The issuance of Preferred Stock could have the effect of making it more difficult for a third party to acquire, or of discouraging a third party from acquiring or seeking to acquire, a significant portion of the outstanding stock of the Company. 52 CERTAIN PROVISIONS OF THE COMPANY'S CERTIFICATE OF INCORPORATION AND BY-LAWS GENERAL A number of provisions of the Company's Certificate and By-laws concern matters of corporate governance and the rights of shareholders. Certain of these provisions, including those which grant the Board of Directors the ability to issue shares of Preferred Stock and to set the voting rights, preferences and other terms thereof, may be deemed to have an anti-takeover effect and may discourage takeover attempts not first approved by the Board of Directors (including takeovers which certain shareholders may deem to be in their best interests). To the extent takeover attempts are discouraged, temporary fluctuations in the market price of the Common Stock, which may result from actual or rumored takeover attempts, may be inhibited. These provisions, together with the ability of the Board of Directors to issue Preferred Stock without further shareholder action, also could delay or frustrate the removal of incumbent directors or the assumption of control by shareholders, even if such removal or assumption would be beneficial to shareholders of the Company. These provisions also could discourage or make more difficult a merger, tender offer, or proxy contest, even if they could be favorable to the interests of shareholders, and could potentially depress the market price of the Common Stock. The Board of Directors of the Company believes that these provisions are appropriate to protect the interests of the Company and all of its shareholders. The Company has no present plans to adopt any other measures or devices which may be deemed to have an "anti-takeover effect." MEETINGS OF SHAREHOLDERS The By-laws provide that a special meeting of shareholders may be called only by the Board of Directors unless otherwise required by law. The By-laws provide that only those matters set forth in the notice of the special meeting may be considered or acted upon at that special meeting, unless otherwise provided by law. In addition, the By-laws set forth certain advance notice and informational requirements and time limitations on any director nomination or any new business which a shareholder wishes to propose for consideration at an annual meeting of shareholders. NO SHAREHOLDER ACTION BY WRITTEN CONSENT The Certificate provides that any action required or permitted to be taken by the shareholders of the Company at an annual or special meeting of shareholders must be effected at a duly called meeting and may not be taken or effected by a written consent of shareholders in lieu thereof. INDEMNIFICATION AND LIMITATION OF LIABILITY The By-laws of the Company provide that directors and officers of the Company and its subsidiaries shall be, and in the discretion of the Board of Directors non-officer employees may be, indemnified by the Company to the fullest extent authorized by Delaware law, as it now exists or may in the future be amended, against all expenses and liabilities reasonably incurred in connection with service for or on behalf of the Company. The By-laws of the Company also provide that the right of directors and officers to indemnification shall be a contract right and shall not be exclusive of any other right now possessed or hereafter acquired under any by-law, agreement, vote of shareholders or otherwise. The Certificate contains a provision permitted by Delaware law that generally eliminates the personal liability of directors for monetary damages for breaches of their fiduciary duty, including breaches involving negligence or gross negligence, unless the director has breached his or her duty of loyalty, failed to act in good faith, engaged in intentional misconduct or a knowing violation of law, paid a dividend or approved a stock repurchase in violation of the Delaware General Corporation Law or obtained an improper personal benefit. This provision does not alter a director's liability under the federal securities laws. In addition, this provision 53 does not affect the availability of equitable remedies, such as an injunction or rescission, for breach of fiduciary duty. AMENDMENT OF THE CERTIFICATE The Certificate provides that an amendment thereof must first be approved by a majority of the Board of Directors and (with certain exceptions) thereafter must be approved by the holders of a majority of the total votes eligible to be cast by holders of Common Stock with respect to such amendment or repeal. AMENDMENT OF BY-LAWS The Certificate provides that the By-laws may be amended or repealed by the Board of Directors or by the shareholders. Such action by the Board of Directors requires the affirmative vote of a majority of the Board of Directors then in office. Such action by the shareholders requires the affirmative vote of the holders of at least two-thirds of the total votes eligible to be cast by holders of Common Stock with respect to such amendment or repeal at an annual meeting of shareholders or a special meeting called for such purpose, unless the Board of Directors recommends that the shareholders approve such amendment or repeal at such meeting, in which case such amendment or repeal shall only require the affirmative vote of a majority of the total votes eligible to be cast by holders of Common Stock with respect to such amendment or repeal. STATUTORY BUSINESS COMBINATION PROVISION Upon completion of the Offering the Company will be subject to the provisions of Section 203 of the Delaware General Corporation Law ("Section 203"). Section 203 provides, with certain exceptions, that a Delaware corporation may not engage in any of a broad range of business combinations with a person, or an affiliate or associate of such person, who is an "interested stockholder" for a period of three years from the date that such person became an interested stockholder unless: (i) the transaction resulting in the person becoming an interested stockholder, or the business combination, is approved by the board of directors of the corporation before the person becomes an interested stockholder; (ii) the interested stockholder acquired 85% or more of the outstanding voting stock of the corporation (excluding shares owned by persons who are both officers and directors of the corporation, and shares held by certain employee stock ownership plans) in the same transaction that makes it an interested stockholder; or (iii) on or after the date the person becomes an interested stockholder, the business combination is approved by the corporation's board of directors and by the holders of at least 66 2/3% of the corporation's outstanding voting stock, excluding shares owned by the interested stockholder, at an annual or special meeting. Under Section 203, an "interested stockholder" is defined (with certain limited exceptions) as any person that is (A) the owner of 15% or more of the outstanding voting stock of the corporation or (B) an affiliate or associate of the corporation and was the owner of 15% or more of the outstanding voting stock of the corporation at any time within the three-year period immediately prior to the date on which it is sought to be determined whether such person is an interested stockholder. A corporation may, at its option, exclude itself from the coverage of Section 203 by amending its certificate of incorporation or by-laws by action of its stockholders to exempt itself from coverage; provided that, with certain limited exceptions, such by-law or charter amendment shall not become effective until 12 months after the date it is adopted. Neither the Certificate nor the By-laws contains any such exclusion. LISTING The Company has applied for the listing of the Common Stock on the New York Stock Exchange under the symbol "OFB." 54 TRANSFER AGENT AND REGISTRAR The transfer agent and registrar for the Common Stock is The Bank of New York. SHARES ELIGIBLE FOR FUTURE SALE Upon completion of this Offering, the Company will have outstanding shares of Common Stock (assuming the Underwriters' over-allotment options are not exercised). All of the shares of Common Stock to be sold in the Offering will be freely tradable without restrictions or further registration under the Securities Act, except that shares purchased by an "affiliate" of the Company (as that term is defined in Rule 144) (an "Affiliate") will be subject to the resale limitations of Rule 144. The shares of Common Stock to be owned by the Existing Shareholders after the Offering are "restricted securities" as defined in Rule 144 under the Securities Act, and may not be sold in the absence of registration under the Securities Act other than pursuant to Rule 144 under the Securities Act or another exemption from registration under the Securities Act. In general, under Rule 144, as currently in effect, (i) a person (or persons whose shares are required to be aggregated) who has beneficially owned shares of Common Stock as to which at least one year has elapsed since such shares were sold by the Company or by an Affiliate of the Company in a transaction or chain of transactions not involving a public offering ("restricted securities") or (ii) an Affiliate of the Company who holds shares of Common Stock that are not restricted securities may sell, within any three-month period, a number of such shares that does not exceed the greater of 1% of the Company's class of Common Stock then outstanding or the average weekly trading volume in the class of Common Stock during the four calendar weeks preceding the date on which notice of such sale required under Rule 144 was filed. Sales under Rule 144 are also subject to certain provisions relating to the manner and notice of sale and availability of current public information about the Company. Affiliates of the Company must comply with the requirements of Rule 144, including the one-year holding period requirement, to sell shares of Common Stock that are restricted securities. Furthermore, if a period of at least two years has elapsed from the date restricted securities were acquired from the Company or an Affiliate of the Company, a holder of such restricted securities who is not an Affiliate of the Company at the time of the sale and has not been an Affiliate of the Company at any time during the three months prior to such sale would be entitled to sell such shares without regard to the volume limitation and other conditions described above. The shares of Common Stock authorized for issuance pursuant to options that may be granted under the 1993 Plan may be either authorized but unissued shares or treasury shares obtained by the Company through market or private purchases. See "MANAGEMENT--1993 Stock Option Plan." The Company intends to register under the Securities Act the shares of Common Stock issuable upon the exercise of options granted pursuant to the 1993 Plan. Prior to the Offering, there has been no public market for the Common Stock. Although the Company can make no prediction as to the effect, if any, that sales of shares of Common Stock by the Existing Shareholders would have on the market price prevailing from time to time, sales of substantial amounts of Common Stock or the availability of such shares for sale could adversely affect prevailing market prices. See "RISK FACTORS--Shares Eligible for Future Sales." All officers and directors of the Company have entered into contractual "lock-up" agreements providing that they will not during the period of 180 days from the date of this Prospectus, without the prior written consent of the Underwriters, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the Securities Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of 55 ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise (collectively, the "Lock-Up"), subject to certain limited exceptions. With respect to the Selling Shareholders, the Lock-Up shall not apply to (A) the securities being sold by the Selling Shareholders in the Offering, (B) any transfer of such securities to an Affiliate of the Selling Shareholder who or which agrees in a writing in form and substance reasonably satisfactory to the Underwriters to agree to be bound by the provisions of the Lock-Up as if it were the Selling Shareholder, (C) any pledge prior to the date of this Prospectus by a shareholder of the Company of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock and (D) any pledge after the date of this Prospectus by a shareholder of the Company of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock for the purpose of securing a bona fide loan by a financial institution to such shareholder. As a result of these contractual restrictions, notwithstanding possible earlier eligibility for sale under the provisions of Rule 144 promulgated under the Securities Act, which are summarized above, shares subject to lock-up agreements will not be saleable until the agreements expire. The Company has agreed not to, during the period of [ ] days from the date of this Prospectus, without the prior written consent of the Underwriters, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the Securities Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise (collectively, the "Lock-Up"), subject to certain limited exceptions. With respect to the Company, the Lock-Up shall not apply to (A) the issuance of the securities being sold by the Company in the Offering, (B) any issuance of Common Stock by the Company upon the exercise of an option or warrant or the conversion or exchange of a security outstanding on the date hereof and referred to in this Prospectus, (C) any issuance of Common Stock, or any grant of options to purchase Common Stock, pursuant to existing employee benefit plans of the Company referred to in the Prospectus, (D) any issuance of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock by the Company in consideration of the acquisition by the Company from a third party of a business (whether through a merger, sale of assets or securities, or otherwise), provided that each transferee of such Common Stock or securities agrees in a writing in form and substance reasonably satisfactory to the Underwriters to agree to be bound by the provisions of the Lock-Up as if it were the Company, or the filing by the Company of a registration statement under the 1933 Act with respect to such issuance and acquisition. 56 UNDERWRITING Subject to the terms and conditions set forth in a purchase agreement (the "Purchase Agreement") among the Company, the Selling Shareholders and the underwriters named below (the "Underwriters"), the Company and the Selling Shareholders have agreed to sell to the Underwriters, and each of the Underwriters severally has agreed to purchase, the aggregate number of shares of Common Stock set forth opposite its name below.
NUMBER UNDERWRITERS OF SHARES - ----------------------------------------------------------------------------------- ----------------- Merrill Lynch, Pierce, Fenner & Smith Incorporated............................................................. Schroder & Co. Inc................................................................. Total....................................................................
PRICING OF THE OFFERING Prior to the Offering, there has been no public market for Common Stock. The initial public offering price will be determined by negotiations between the Company on the one hand and the Representatives on the other hand. Among the factors to be considered in determining the initial public offering price will be the future prospects of the Company and its industry in general, sales, earnings, and certain other financial operating information of the Company in recent periods, and the price-earnings ratios, price-sales ratios, market prices of securities and certain financial and operating information of companies engaged in activities similar to those of the Company. The estimated initial public offering price range set forth on the cover page of this Prospectus is subject to change as a result of market conditions and other factors. LEGAL MATTERS Certain legal matters in connection with the shares of the Common Stock offered hereby will be passed upon for the Company by Goodkind Labaton Rudoff & Sucharow LLP, New York, New York. One of partners of this firm (through his professional corporation) owns 18,750 shares of common stock of OFFITBANK, which, after the Formation Transactions, will represent 56,250 shares or less than one percent of the outstanding Common Stock. Certain legal matters in connection with the sale of shares of Common Stock in the Offering will be passed on for the Underwriters by Skadden Arps Slate Meagher & Flom LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001066662_family_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001066662_family_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..cb50974596edb87c3930220506dc471c9c7b7786 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001066662_family_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Class A Common Stock offered hereby will be passed upon for the Company by Skadden, Arps, Slate, Meagher and Flom (Illinois), Chicago, Illinois. Certain legal matters relating to the offering will be passed upon for the Underwriters by Katten Muchin & Zavis, Chicago, Illinois. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001066731_incom_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001066731_incom_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..74b8b1f3da5e0fbc43dfd3805e7031cd38cf9f99 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001066731_incom_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters in connection with the Common Stock offered hereby will be passed upon for the Company by Andrews & Kurth L.L.P., Houston, Texas, and for the Underwriters by Vinson & Elkins L.L.P., Houston, Texas. [ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS] Underwriters may also elect to reduce any short position by exercising all or part of the over-allotment option described above. The U.S. Underwriters may also impose a penalty bid on certain Underwriters and selling group members. This means that if the U.S. Underwriters purchase shares of Common Stock in the open market to reduce the Underwriters' short position or to stabilize the price of the Common Stock, they may reclaim the amount of the selling concession from the Underwriters and selling group members who sold those shares as part of the Offerings. In general, purchases of a security for the purpose of stabilization or to reduce a short position could cause the price of the security to be higher than it might be in the absence of such purchases. The imposition of a penalty bid might also have an affect on the price of a security to the extent that it were to discourage resales of the security. Neither the Company nor any of the Underwriters makes any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the Common Stock. In addition, neither the Company nor any of the Underwriters makes any representation that the U.S. Underwriters will engage in such transactions or that such transactions, once commenced, will not be discontinued without notice. The Company intends to make application to list the Common Stock on the NYSE under the symbol "ICR." The U.S. Underwriters have reserved for sale, at the initial public offering price, up to 6,000,000 shares of Common Stock for certain employees, directors and business associates of, and certain other persons designated by, the Company who have expressed an interest in purchasing such shares of Common Stock. The number of shares available for sale to the general public in the Offering will be reduced to the extent such persons purchase such reserved shares. Any reserved shares not so purchased will be offered to the general public on the same basis as other shares offered hereby. Prior to the Offerings, there has been no established trading market for the shares of Common Stock. The initial public offering price for the Common Stock offered hereby has been determined by negotiations between the Company and the Underwriters. Among the factors considered in making such determination were the history of and the prospects for the industry in which the Company competes, an assessment of the Company's management, the past and present operations of the Founding Companies and the Company, the historical results of operations of the Founding Companies and the Company and the trend of its revenues and earnings, the prospects for future earnings of the Company, the general condition of prices of similar securities of generally comparable companies and other relevant factors. There can be no assurance that an active trading market will develop for the Common Stock or that the Common Stock will trade in the public market subsequent to the Offerings at or above the initial public offering price. The Underwriters have informed the Company that the Underwriters do not intend to confirm sales to any account over which they exercise discretionary authority. Each International Manager represents and agrees that (a) it has not offered or sold and prior to the expiration of six months from the date hereof, will not offer or sell any shares of Common Stock to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, (b) it has complied and will comply with all applicable provisions of the Financial Services Act 1986 with respect to anything done by it in relation to the Common Stock in, from or otherwise involving the United Kingdom, and (c) it has only issued or passed on and will only issue or pass on to any person in the United Kingdom any document received by it in connection with the issue or sale of the Common Stock if that person is of a kind described in Article 11(3) of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1996 or is a person to whom such document may otherwise lawfully be issued or passed on. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001067277_american_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001067277_american_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..44d791be7050e430cfe568c2e213f25c57693740 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001067277_american_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock and Convertible Non-Voting Common Stock offered hereby will be passed upon for the Company by Andrews & Kurth L.L.P., Washington, D.C. Certain legal matters will be passed upon for the Underwriters by Brobeck, Phleger & Harrison LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001067289_check_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001067289_check_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..08df225649ee8cf2a538bead3d98f72d499cb848 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001067289_check_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The legality of the shares of Common Stock offered hereby and certain other legal matters will be passed upon for the Company by Alston & Bird LLP, Atlanta, Georgia. Certain legal matters related to the Offering will be passed upon for the Underwriters by Gibson, Dunn & Crutcher LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001067315_riverway_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001067315_riverway_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..ed4658d76c461d8ffd2adf32f5762b9552049324 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001067315_riverway_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock to be issued by the Company will be passed upon by Bracewell & Patterson, L.L.P., Houston, Texas. Certain legal matters with respect to the Common Stock offered hereby have been passed upon for the Underwriters by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001067489_lamar_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001067489_lamar_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..4d6ee2cb0d647c4743a6c64653656595a5671e59 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001067489_lamar_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The legality of the shares of the Common Stock offered hereby will be passed upon by Watkins Ludlam Winter & Stennis, P.A., Jackson, Mississippi, counsel to the Company. Certain legal matters in connection with the Offering will be passed on for the Underwriters by Powell, Goldstein, Frazer & Murphy LLP, Atlanta, Georgia. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001067507_enron_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001067507_enron_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..e9ee3f4a9e267c95dc634c3866a6f749832c6603 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001067507_enron_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the Notes will be passed upon for the Issuers by Milbank, Tweed, Hadley & McCloy, New York, New York, for the Program Manager by Vinson & Elkins, L.L.P., Houston, Texas and for the Underwriters by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York. Certain matters with respect to United States tax law will be passed upon for the Issuers by Milbank, Tweed, Hadley & McCloy, New York, New York. Certain partners of Skadden, Arps, Slate, Meagher & Flom LLP own common shares of Enron and from time to time, Skadden, Arps, Slate, Meagher & Flom LLP provides legal services to Enron and Enron Affiliates. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001067508_enron_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001067508_enron_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..e9ee3f4a9e267c95dc634c3866a6f749832c6603 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001067508_enron_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the Notes will be passed upon for the Issuers by Milbank, Tweed, Hadley & McCloy, New York, New York, for the Program Manager by Vinson & Elkins, L.L.P., Houston, Texas and for the Underwriters by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York. Certain matters with respect to United States tax law will be passed upon for the Issuers by Milbank, Tweed, Hadley & McCloy, New York, New York. Certain partners of Skadden, Arps, Slate, Meagher & Flom LLP own common shares of Enron and from time to time, Skadden, Arps, Slate, Meagher & Flom LLP provides legal services to Enron and Enron Affiliates. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001067606_anthony_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001067606_anthony_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..7b387fb9c12a44f009d02ecfbb167504be5f43db --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001067606_anthony_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Squire, Sanders & Dempsey L.L.P. has rendered an opinion as to the validity of the Common Shares offered hereby. Certain legal matters relating to the Offering will be passed upon for the Underwriters by Thompson Hine & Flory LLP. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001068002_fox_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001068002_fox_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..7eae5263985347b9435e462d1cce203b0a9807a2 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001068002_fox_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Class A Common Stock offered hereby will be passed upon for the Company by Squadron, Ellenoff, Plesent & Sheinfeld, LLP, New York, New York. Certain legal matters will be passed upon for the Underwriters by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York. Skadden, Arps, Slate, Meagher & Flom LLP have from time to time rendered legal services to the Company. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001068003_brigham_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001068003_brigham_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..06fa49fafa436d0635cfee9ccb30314f28019c2f --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001068003_brigham_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters in connection with the securities being offered hereby will be passed upon for the Company by Thompson & Knight, P.C., Dallas, Texas. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001068004_brigham_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001068004_brigham_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..06fa49fafa436d0635cfee9ccb30314f28019c2f --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001068004_brigham_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters in connection with the securities being offered hereby will be passed upon for the Company by Thompson & Knight, P.C., Dallas, Texas. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001068007_brigham_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001068007_brigham_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..06fa49fafa436d0635cfee9ccb30314f28019c2f --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001068007_brigham_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters in connection with the securities being offered hereby will be passed upon for the Company by Thompson & Knight, P.C., Dallas, Texas. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001068008_brigham_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001068008_brigham_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..06fa49fafa436d0635cfee9ccb30314f28019c2f --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001068008_brigham_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters in connection with the securities being offered hereby will be passed upon for the Company by Thompson & Knight, P.C., Dallas, Texas. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001068015_colfax_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001068015_colfax_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..34ec4d89dbda571351ad8683d34251d746891acd --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001068015_colfax_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the validity of the Common Stock offered hereby and certain other legal matters in connection with the Offerings will be passed upon for the Company by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York. Certain legal matters relating to the Offerings will be passed upon for the Underwriters by Shearman & Sterling, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001068032_praegitzer_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001068032_praegitzer_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..e3c360fb39a82583c53dad4c2dfe72e8f6917460 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001068032_praegitzer_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Notes will be passed upon for the Company by Stoel Rives LLP, Portland, Oregon. Certain legal matters relating to the offering will be passed upon for the Underwriters by Irell & Manella LLP, Los Angeles, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001068049_insilco_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001068049_insilco_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..b8afb67dc4c17d8b6e2d7ead84bfe1e3bc0094cb --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001068049_insilco_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Exchange Notes offered hereby will be passed upon for the Company by Davis Polk & Wardwell, counsel for the Company. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001068237_global_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001068237_global_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..278e6315f0bfced1e9f0d1ae759719ce975d88b9 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001068237_global_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Legal matters in connection with the securities being offered hereby have been passed upon for the Partnership by Willkie Farr & Gallagher, 787 Seventh Avenue, New York, New York 10019-6099. Willkie Farr & Gallagher has also acted as counsel for SSB and the General Partner in connection with this offering. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001068300_metrocorp_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001068300_metrocorp_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..75edd11a50784efd49ba4c76c20124b9bb76bfd7 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001068300_metrocorp_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock to be issued by the Company will be passed upon by Bracewell & Patterson, L.L.P., Houston, Texas. Certain legal matters with respect to the Common Stock offered hereby will be passed upon for the Underwriter by Thacher Proffitt & Wood, Washington, D.C. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001068725_community_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001068725_community_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..091370ae7a95a0ab3aec8ada54b62aaec9179adc --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001068725_community_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The legality of the Common Stock and the federal income tax consequences of the Conversion will be passed upon for the Company and the Association by Elias, Matz, Tiernan & Herrick L.L.P., Washington, D.C., special counsel to the Company and the Association. The Florida income tax consequences of the Conversion will be passed upon for the Company and the Association by Crowe, Chizek and Company LLP. Certain legal matters will be passed upon for FBR by Peabody & Brown, Washington, D.C. ADDITIONAL INFORMATION The Company has filed with the SEC a Registration Statement under the Securities Act with respect to the Conversion Stock and the Exchange Shares offered hereby. As permitted by the rules and regulations of the SEC, this Prospectus does not contain all the information set forth in the Registration Statement. Such information can be examined without charge at the public reference facilities of the SEC located at 450 Fifth Street, N.W., Washington, D.C. 20549, and copies of such material can be obtained from the SEC at prescribed rates. In addition, the SEC maintains a web site that contains registration statements and other reports regarding registrants that file electronically with the SEC (such as the Company). The address of the SEC's web site is http://www.sec.gov. The statements contained in this Prospectus as to the contents of any contract or other document filed as an exhibit to the Registration Statement summarize the provisions of such contracts or other documents which are deemed material. However, such summaries are, of necessity, brief descriptions thereof and are not necessarily complete; each such statement is qualified by reference to such contract or document. The MHC has filed an Application for Conversion with the OTS with respect to the Conversion. This Prospectus omits certain information contained in that application. The application may be examined at the principal office of the OTS, 1700 G Street, N.W., Washington, D.C. 20552, and at the Southeast Regional Office of the OTS located at 1475 Peachtree Street, N.E. Atlanta, Georgia 30309. In connection with the Conversion, the Company will register its Common Stock with the SEC under Section 12(g) of the Exchange Act, and, upon such registration, the Company and the holders of its stock will become subject to the proxy solicitation rules, reporting requirements and restrictions on stock purchases and sales by directors, officers and greater than 10% shareholders, the annual and periodic reporting requirements and certain other requirements of the Exchange Act. Under the Plan, the Company has undertaken that it will not terminate such registration for a period of at least three years following the Conversion. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page ---- Independent Auditors' Report.................................................F-1 Consolidated Statements of Financial Condition as of June 30, 1998 (unaudited), December 31, 1997 and 1996 and September 30, 1996..........F-2 Consolidated Statements of Operations for the six months ended June 30, 1998 and 1997 (unaudited), for the year ended December 31, 1997, for the year ended December 31, 1996 and for the years ended September 30, 1996 and 1995.........................F-3 Consolidated Statements of Comprehensive Income for the six months ended June 30, 1998 and 1997 (unaudited), for the three months ended December 31, 1997, for the three months ended December 31, 1996 and for the years ended September 30 1996 and 1995..............................................F-4 Consolidated Statements of Changes in Shareholders' Equity for the six months ended June 30, 1998 (unaudited), for the year ended December 31, 1997, for the three months ended December 31, 1996 and for the years ended September 30, 1996 and 1995.............................................F-5 Consolidated Statements of Cash Flows for the six months ended June 30, 1998 and 1997 (unaudited), for the year ended December 31, 1997, for the three months ended December 31, 1996 and for the years ended September 30, 1996 and 1995............................................ F-6 Notes to Consolidated Financial Statements...................................F-8 All financial statement schedules are omitted because the required information either is not applicable or is shown in the financial statements or in the notes thereto. ComFed, M. H. C. has limited assets other than its shares of Mid-Tier Holding Company Common Stock (which will be cancelled in connection with the Conversion) and has engaged in only minimal activities to date; accordingly, the financial statements of the MHC have been omitted because of their immateriality. The Company was incorporated on August 6, 1998. Its current capitalization is $1,000, and it has engaged in only minimal activities to date; accordingly, the financial statements of the Company have been omitted because of their immateriality. [DELOITTE & TOUCHE LLP LETTERHEAD LOGO] INDEPENDENT AUDITORS' REPORT Community Savings Bankshares, Inc.: We have audited the accompanying consolidated statements of financial condition of Community Savings Bankshares, Inc. ("Bankshares") and its subsidiary as of December 31, 1997 and 1996 and September 30, 1996, and the related consolidated statements of operations, comprehensive income, shareholders' equity, and cash flows for the year ended December 31, 1997, the three months ended December 31, 1996 and for each of the two years in the period ended September 30, 1996. These consolidated financial statements are the responsibility of Bankshares' management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Bankshares and its subsidiary as of December 31, 1997 and 1996 and September 30, 1996, and the results of its operations and its cash flows for the year ended December 31, 1997, the three months ended December 31, 1996, and for each of the two years in the period ended September 30, 1996, in conformity with generally accepted accounting principles. /s/ Deloitte & Touche LLP Certified Public Accountants West Palm Beach, Florida February 20, 1998 ================================================================================ NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN AS CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING MADE HEREBY, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, THE MHC, THE MID-TIER HOLDING COMPANY, THE ASSOCIATION OR FBR. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY TO ANY PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY, THE MID-TIER HOLDING COMPANY OR THE ASSOCIATION SINCE ANY OF THE DATES AS OF WHICH INFORMATION IS FURNISHED HEREIN OR SINCE THE DATE HEREOF. --------------------- TABLE OF CONTENTS --------------------- Page ---- Summary.................................................................. Selected Financial Data.................................................. Summary of Recent Developments........................................... Risk Factors............................................................. Use of Proceeds.......................................................... Dividend Policy.......................................................... Market for Common Stock.................................................. Regulatory Capital....................................................... Capitalization........................................................... Pro Forma Data........................................................... Condensed Statements of Operations....................................... Management's Discussion and Analysis of Financial Condition and Results of Operations.......................................................... Management Purchases..................................................... Business ................................................................ Regulation............................................................... Taxation................................................................. Management .............................................................. Proposed Management Purchases............................................ The Conversion .......................................................... Restrictions on Acquisition of the Company and the Association............................................ Description of Capital Stock of the Company.............................. Change in Auditors....................................................... Experts.................................................................. Legal Matters............................................................ Additional Information................................................... Index to Financial Statements............................................ UNTIL ____ __, 1998 OR 25 DAYS AFTER COMMENCEMENT OF THE SYNDICATED COMMUNITY OFFERING, IF ANY, WHICHEVER IS LATER, ALL DEALERS EFFECTING TRANSACTIONS IN THE REGISTERED SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS. ================================================================================ _________SHARES COMMUNITY SAVINGS BANKSHARES, INC. (Proposed Holding Company for Community Savings, F. A.) COMMON STOCK -------------------- PROSPECTUS -------------------- -------------------- _____ __, 1998 ================================================================================ PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION (1).
SEC filing fees................................................ $ 50,718 OTS filing fees................................................ 8,400 Nasdaq filing fees............................................. 93,000 Printing, postage and mailing ................................. 375,000 Legal fees..................................................... 200,000 Blue Sky filing fees and expenses.............................. 10,000 Accounting fees................................................ 125,000 Appraiser's fees (including preparation of business plan)...... 33,500 Conversion agent fees and expenses............................. 40,000 Transfer and exchange agent fees and expenses.................. 15,000 Stock center telephone, temporary support staff and equipment; special meetings expenses................................. 60,000 Miscellaneous.................................................. 52,002 ---------- TOTAL..................................................... $1,062,620 ==========
In addition to the foregoing expenses, Friedman, Billings, Ramsey & Co., Inc. will receive fees based on the number of shares of Conversion Stock sold in the Conversion, plus expenses. Based upon the assumptions and the information set forth under "Pro Forma Data" and "The Conversion - Marketing Arrangements" in the Prospectus, it is estimated that such fees will amount to $334,493, $393,795, $453,115 and $521,328 in the event that 4,871,209 shares, 5,730,659 shares, 6,590,357 shares and 7,578,961 shares of Conversion Stock are sold by the Company in the Conversion, respectively. ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the Delaware General Corporation Law sets forth circumstances under which directors, officers, employees and agents may be insured or indemnified against liability which they may incur in their capacity as such. The Certificate of Incorporation and the Bylaws of the Company provide that the directors, officers, employees and agents of the Company shall be indemnified to the full extent permitted by law. Such indemnity shall extend to expenses, including attorney's fees, judgments, fines and amounts paid in the settlement, prosecution or defense of the foregoing actions. Article 10 of the Registrant's Certificate of Incorporation provides as follows: ARTICLE 10. INDEMNIFICATION. The Corporation shall indemnify its directors, officers, employees, agents and former directors, officers, employees and agents, and any other persons II-1 serving at the request of the Corporation as a director, officer, employee or agent of another corporation, association, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees, judgments, fines and amounts paid in settlement) incurred in connection with any pending or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative, with respect to which such director, officer, employee, agent or other person is a party, or is threatened to be made a party, to the full extent permitted by the General Corporation Law of the State of Delaware, provided, however, that the Corporation shall not be liable for any amounts which may be due to any person in connection with a settlement of any action, suit or proceeding effected without its prior written consent or any action, suit or proceeding initiated by any person seeking indemnification hereunder without its prior written consent. The indemnification provided herein (i) shall not be deemed exclusive of any other right to which any person seeking indemnification may be entitled under any bylaw, agreement or vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in any other capacity, and (ii) shall inure to the benefit of the heirs, executors and administrators of any such person. The Corporation shall have the power, but shall not be obligated, to purchase and maintain insurance on behalf of any person or persons enumerated above against any liability asserted against or incurred by them or any of them arising out of their status as corporate directors, officers, employees, or agents whether or not the Corporation would have the power to indemnify them against such liability under the provisions of this Article 10. Article VI of the Company's Bylaws provides as follows: 6.1 INDEMNIFICATION. The Corporation shall provide indemnification to its directors, officers, employees, agents and former directors, officers, employees and agents and to others in accordance with the Corporation's Certificate of Incorporation. 6.2 ADVANCEMENT OF EXPENSES. Reasonable expenses (including attorneys' fees) incurred by a director, officer or employee of the Corporation in defending any civil, criminal, administrative or investigative action, suit or proceeding described in Section 6.1 may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors only upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that the person is not entitled to be indemnified by the Corporation. 6.3 OTHER RIGHTS AND REMEDIES. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Corporation's Certificate of Incorporation, any agreement, vote of stockholders or disinterested directors or otherwise, both as to actions in their official capacity and as to actions in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer or employee and shall inure to the benefit of the heirs, executors and administrators of such person. II-2 6.4 INSURANCE. Upon resolution passed by the Board of Directors, the Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer of employee of the Corporation, or is or was serving at the request of the corporation as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him or incurred by him in any such capacity or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of its Certificate of Incorporation or this Article VI. 6.5 MODIFICATION. The duties of the Corporation to indemnify and to advance expenses to a director, officer or employee provided in this Article VI shall be in the nature of a contract between the Corporation and each such person, and no amendment or repeal of any provision of this Article VI shall alter, to the detriment of such person, the right of such person to the advance of expenses or indemnification related to a claim based on an act or failure to act which took place prior to such amendment or repeal. ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES The only securities sold by the Registrant to date consist of 100 shares of common stock issued on August 13, 1998, to its sole incorporator, Community Savings, F. A., for $10.00 per share, which shares will be cancelled upon consummation of the Conversion. Because the shares were sold to only on entity and were sold only to facilitate the incorporation of the Registrant, the sale was exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) thereof. ITEM 16. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES The exhibits and financial statement schedules filed as a part of this Registration Statement are as follows: (a) LIST OF EXHIBITS (filed herewith unless otherwise noted) 1.1 Engagement Letter with Friedman, Billings, Ramsey & Co., Inc.* 1.2 Form of Agency Agreement with Friedman, Billings, Ramsey & Co., Inc.* 2.1 Plan of Conversion, as amended* 3.1 Certificate of Incorporation of Community Savings Bankshares, Inc.* 3.2 Bylaws of Community Savings Bankshares, Inc.* 4.0 Form of Stock Certificate of Community Savings Bankshares, Inc.* 5.0 Opinion of Elias, Matz, Tiernan & Herrick L.L.P. re: legality* 8.1 Opinion of Elias, Matz, Tiernan & Herrick L.L.P. re: Federal tax matters* 8.2 Opinion of Crowe, Chizek and Company LLP re: Florida tax matters* 8.3 Letter of FinPro, Inc. re: Subscription Rights* 10.1 1995 Stock Option Plan* 10.2 1995 Recognition and Retention Plan for Employees and Outside Directors* 10.3 Form of Employment Agreement between Community Savings Bankshares, Inc., Community Savings, F.A. and James B. Pittard, Jr.* 10.4 Form of Change in Control Agreement between Community Savings Bankshares, Inc., Community Savings, F.A. and James B. Pittard, Jr.* 10.5 Form of Change in Control Agreement with Certain Officers of Community Savings Bankshares, Inc. and Community Savings, F.A.* 16.0 Letter from Deloitte & Touche LLP 23.1 Consent of Elias, Matz, Tiernan & Herrick L.L.P. (included in Exhibits 5.0 and 8.1, respectively)* 23.2 Consent of Deloitte & Touche LLP* 23.3 Consent of Crowe, Chizek and Company LLP (included in Exhibit 8.2)* II-3 23.4 Consent of FinPro, Inc.* 24.0 Power of Attorney (previously included in Signature Page of this Registration Statement)* 27.0 Financial Data Schedule* 99.1 Proxy Statement and form of proxy for solicitation of members of ComFed, M.H.C.* 99.2 Proxy Statement and form of proxy for solicitation of shareholders of Community Savings Bankshares, Inc. (a federal corporation)* 99.3 Subscription Order Form and Instructions* 99.4 Additional Solicitation Material* 99.5 Appraisal Report of FinPro, Inc.* 99.6 Updated Appraisal Report of FinPro, Inc. - ------------- * Previously filed. (b) FINANCIAL STATEMENT SCHEDULES All schedules have been omitted as not applicable or not required under the rules of Regulation S-X. ITEM 17. UNDERTAKINGS. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any Prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the Prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of the securities offered would not exceed that which was registered) and any deviation from the low or high and the estimated maximum offering range may be reflected in the form of Prospectus filed with the Commission pursuant to Rule 424 (b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to II-4 the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the Offering. The undersigned Registrant hereby undertakes to furnish stock certificates to or in accordance with the instructions of the respective purchasers of the Common Stock, so as to make delivery to each purchaser promptly following the closing under the Plan of Conversion. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Form S-1 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the State of Florida on October 26, 1998. COMMUNITY SAVINGS BANKSHARES, INC. By: /s/ JAMES B. PITTARD, JR. --------------------------------- James B. Pittard, Jr. President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement has been signed for the following persons in the capacities indicated by James B. Pittard, Jr. as each such person's duly appointed attorney on the dates indicated.
Name Title Date - ----------------------------------- ---------------------------------- ----------------- /s/ FREDERICK A. TEED Chairman of the Board October 26, 1998 - --------------------------------- Frederick A. Teed /s/ JAMES B. PITTARD, JR. President and Chief Executive - --------------------------------- Officer October 26, 1998 James B. Pittard, Jr. /s/ FOREST C. BEATY, JR. Director October 26, 1998 - --------------------------------- Forest C. Beaty, Jr. /s/ ROBERT F. CROMWELL Director October 26, 1998 - --------------------------------- Robert F. Cromwell
Name Title Date - ----------------------------------- ---------------------------------- ----------------- /s/ KARL D. GRIFFIN Director October 26, 1998 - --------------------------------- Karl D. Griffin /s/ HAROLD I. STEVENSON Director October 26, 1998 - --------------------------------- Harold I. Stevenson /s/ LARRY J. BAKER Senior Vice President, Chief October 26, 1998 - --------------------------------- Financial Officer and Treasurer Larry J. Baker (principal financial and accounting officer)
\ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001068729_woodhaven_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001068729_woodhaven_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..31e71fdf79919fb59a46a7c25a7cc843b178f00c --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001068729_woodhaven_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the Securities offered hereby will be passed upon for the Company by Garza & Staples, P.C. , Dallas, Texas. Joseph B. Garza Esq., an officer of that firm owns 100,000 warrants. Certain legal matters in connection with the sale of the Securities offered hereby will be passed upon for the Underwriters by Maurice J. Bates, L.L.C., Dallas, Texas. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001068839_cornerston_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001068839_cornerston_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..f25cbac1e72d3bc3e96dc87259c6868334c6549a --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001068839_cornerston_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered by the Company hereby will be passed upon for the Company by Hale and Dorr LLP, Boston, Massachusetts. Certain legal matters will be passed upon for the Underwriters by Ropes & Gray, Boston, Massachusetts. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001070190_oneida_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001070190_oneida_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..f6ff7732084713a0b2cd8f361b769231abbbb341 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001070190_oneida_legal_matters.txt @@ -0,0 +1 @@ +legal matters will be passed upon for Trident Securities, Inc. by Thacher Proffitt & Wood. EXPERTS The financial statements of The Oneida Savings Bank and subsidiaries as of December 31, 1997 and 1996 and for each of the years in the three-year period ended December 31, 1997 have been included herein and in the registration statement in reliance upon the report of PricewaterhouseCoopers, LLP, independent certified public accountants, appearing elsewhere herein, and upon the authority of said firm as "Experts" in accounting and auditing. FinPro has consented to the publication herein of the summary of its report to the Bank and the Company setting forth its belief as to the estimated pro forma market value of the Common Stock upon Reorganization and its valuation with respect to Subscription Rights. ADDITIONAL INFORMATION The Company has filed with the SEC a registration statement under the Securities Act with respect to the Common Stock offered hereby. As permitted by the rules and regulations of the SEC, this Prospectus does not contain all the information set forth in the registration statement. Such information can be examined without charge at the public reference facilities of the SEC located at 450 Fifth Street, N.W., Washington, D.C. 20549 and copies of such material can be obtained from the SEC at prescribed rates. The SEC maintains a web site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. The address of this web site is http://www.sec.gov. The statements contained herein as to the contents of any contract or other document filed as an exhibit to the registration statement are, of necessity, brief descriptions thereof and are not necessarily complete but do contain all material information regarding such documents; each such statement is qualified by reference to such contract or document. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001070270_advanced_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001070270_advanced_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..5f5ac99ba0503ef0cd59e69dd159f176dcf0d8bf --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001070270_advanced_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed on for the Company by Paul, Hastings, Janofsky & Walker LLP, Los Angeles, California, a principal of which owns beneficially and of record shares of Common Stock constituting less than 1% of the outstanding shares of Common Stock of the Company. Certain legal matters related to the Offering will be passed on for the Underwriters by Latham & Watkins, Los Angeles, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001070361_artificial_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001070361_artificial_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..d3c4c9a4eb61023b8605529e73efaa464c096c7a --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001070361_artificial_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of issuance of the Common Stock offered hereby will be passed upon for the Company by Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.("Mintz Levin"), Boston, Massachusetts. Robert Duggan, a partner with Mintz Levin, is the Secretary of the Company. On November 10, 1998, the Company granted Mr. Duggan, another partner in Mintz Levin and an affiliate of Mintz Levin options to purchase 50,000, 15,000 and 35,000 shares of Common Stock, respectively. The options are exercisable immediately for a period of two years at an exercise price of $6.50 per share. Certain legal matters in connection with this Offering will be passed upon for the Underwriters by Greenberg Traurig, P.A., Miami, Florida. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001070518_infinity_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001070518_infinity_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..f002e80b1242944952d0d0818ece6eedd91dee9c --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001070518_infinity_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Class A Common Stock offered hereby will be passed upon for the Company by Cravath, Swaine & Moore, New York, New York. Certain legal matters will be passed upon for the Underwriters by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001070722_transistor_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001070722_transistor_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..eb667c1da68dc5bb063adc7994c5d7037464d913 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001070722_transistor_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Rand, Algeier, Tosti & Woodruff, New Jersey counsel to the Company. Certain other legal matters in connection with the Offering will be passed upon for the Company by Simpson Thacher & Bartlett, New York, New York. Certain legal matters in connection with the Offering will be passed upon for the Underwriters by Willkie Farr & Gallagher, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001070936_igx-corp_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001070936_igx-corp_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..0af7bbcb16f428e2791601f32f44388bc9025d2b --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001070936_igx-corp_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Epstein Becker & Green, P.C., New York, New York. Certain legal matters will be passed upon for the Underwriters by Sonnenschein Nath & Rosenthal, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001071000_golden_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001071000_golden_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..bf4e25188c12d792e4da90580ee5a438cea9ddb3 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001071000_golden_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the validity of the issuance of the New Notes will be passed upon for the Issuer by Paul, Weiss, Rifkind, Wharton & Garrison, New York, New York. Skadden, Arps, Slate, Meagher & Flom LLP has acted as counsel for the Issuer in connection with the Exchange Offer. Skadden, Arps, Slate, Meagher & Flom LLP and Paul, Weiss, Rifkind, Wharton & Garrison have from time to time represented, and may continue to represent, MacAndrews & Forbes and certain of its affiliates (including the Issuer and Revlon) in connection with certain legal matters. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001071024_telscape_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001071024_telscape_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..38fc58501445ada853db052987392b2b585d7df5 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001071024_telscape_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Notes offered hereby are being passed upon for the Company by Swidler Berlin Shereff Friedman, LLP, Washington, D.C. Certain legal matters relating to the Notes are being passed upon for the Underwriters by Cahill Gordon & Reindel (a partnership including a professional corporation), New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001071026_telereunio_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001071026_telereunio_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..38fc58501445ada853db052987392b2b585d7df5 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001071026_telereunio_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Notes offered hereby are being passed upon for the Company by Swidler Berlin Shereff Friedman, LLP, Washington, D.C. Certain legal matters relating to the Notes are being passed upon for the Underwriters by Cahill Gordon & Reindel (a partnership including a professional corporation), New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001071031_tscp_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001071031_tscp_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..38fc58501445ada853db052987392b2b585d7df5 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001071031_tscp_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Notes offered hereby are being passed upon for the Company by Swidler Berlin Shereff Friedman, LLP, Washington, D.C. Certain legal matters relating to the Notes are being passed upon for the Underwriters by Cahill Gordon & Reindel (a partnership including a professional corporation), New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001071345_toyota_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001071345_toyota_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..7a36957a67b5249afe85943e41b1b6d3958794ff --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001071345_toyota_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters, including certain federal income tax matters, with respect to the Class A Certificates have been passed upon for TMCC and the Transferor by O'Melveny & Myers LLP, Los Angeles, California. Brown & Wood LLP will act as counsel for the Underwriters and has performed certain legal services for TMCC, including in connection with the Titling Trust. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001073275_molecular_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001073275_molecular_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..6f07823850676070d69627ffc984fe964ce81224 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001073275_molecular_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Pelino & Lentz, P.C., Philadelphia, Pennsylvania. John W. Pelino, a stockholder of Pelino & Lentz, is a director of the Company. Certain legal matters in connection with the Offering are being passed upon for the Underwriters by Cozen and O'Connor, a professional corporation, Philadelphia, Pennsylvania. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001073292_momentum_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001073292_momentum_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..3b8fbcc340db5a716240ae06aaa7df43154df8cf --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001073292_momentum_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The statements included in this prospectus under the caption "Certain Federal Income Tax Considerations" have been reviewed by, and the validity of the Momentum Class A Common Stock offered hereby will be passed upon by, Wilson Sonsini Goodrich & Rosati, Professional Corporation, of Palo Alto, California. Wilson Sonsini Goodrich & Rosati, Professional Corporation, is legal counsel to both Momentum and PeopleSoft. ================================================================================ Through and including , 1999 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. 4,750,000 SHARES MOMENTUM BUSINESS APPLICATIONS, INC. CLASS A COMMON STOCK ---------------------- PROSPECTUS ---------------------- DECEMBER __, 1998 ================================================================================ PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION The following table sets forth the costs and expenses incurred by Momentum Business Applications, Inc. ("Momentum") and PeopleSoft, Inc. ("PeopleSoft") in connection with the distribution of the securities being registered which will be paid by PeopleSoft. All amounts are estimated except the SEC Registration Fee and the Nasdaq National Market Application Fee. SEC Registration Fee....................................................... $ 83,400 Nasdaq National Market Application Fee..................................... $ Financial Advisory Fees and Expenses....................................... $ Blue Sky Qualification Fees and Expenses................................... $ Accounting Fees and Expenses............................................... $ Legal Fees and Expenses (including Blue Sky)............................... $ Transfer Agent and Registrar Fees.......................................... $ Printing and Engraving..................................................... $ Miscellaneous.............................................................. $ ------------------ Total...................................................................... $ ==================
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS As permitted by the Delaware General Corporation Law, both Momentum and PeopleSoft have included in their Certificates of Incorporation a provision to eliminate the personal liability of their directors for monetary damages for breach or alleged breach of their fiduciary duties as directors, subject to certain exceptions. In addition, the Bylaws of Momentum and PeopleSoft require the companies to (i) indemnify their officers and directors under certain circumstances, including those circumstances in which indemnification would otherwise be discretionary, and (ii) advance expenses to their officers and directors as incurred in connection with proceedings against them for which they may be indemnified. Momentum and PeopleSoft have entered into indemnification agreements with their officers and directors containing provisions that are in some respects broader than the specific indemnification provisions contained in the Delaware General Corporation Law. The indemnification agreements may require the companies, among other things, to indemnify such officers and directors against certain liabilities that may arise by reason of their status or service as directors or officers (other than liabilities arising from willful misconduct of a culpable nature), to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified, and to obtain directors' and officers' insurance if available on reasonable terms. Momentum and PeopleSoft believe that its charter provisions and the indemnification agreements are necessary to attract and retain qualified persons as directors and officers. Momentum and PeopleSoft understand that the staff of the Securities and Exchange Commission is of the opinion that statutory, charter and contractual provisions as are described above have no effect on claims arising under the federal securities laws. II-1 ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES In November 1998, Momentum sold 1,000 shares of its Common Stock to PeopleSoft for an aggregate cash purchase price of $1,000 in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof. In connection with the Distribution contemplated by this Registration Statement, the 1,000 shares of Momentum Common Stock held by PeopleSoft will be converted into 1,000 shares of Momentum Class B Common Stock in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 3(a)(9) thereof. ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
EXHIBIT NUMBER DESCRIPTION ------ ---------------------------------------------------------------- 3.1 Certificate of Incorporation of Momentum 3.2 Bylaws of Momentum 3.3 Form of Restated Certificate of Incorporation of Momentum (to be effective prior to the Distribution) 5.1 Opinion of Wilson Sonsini Goodrich & Rosati as to legality of Momentum Class A Common Stock 5.2 Opinion of Wilson Sonsini Goodrich & Rosati as to legality of PeopleSoft Common Stock 8.1* Opinion of Wilson Sonsini Goodrich & Rosati as to tax matters 10.1 Form of Development and License Agreement between PeopleSoft and Momentum 10.2 Form of Marketing and Distribution Agreement between PeopleSoft and Momentum 10.3 Form of Services Agreement between PeopleSoft and Momentum 10.4 Form of Distribution Agreement between PeopleSoft and Momentum 10.5 Form of Officers' and Directors' Indemnification Agreement 23.1 Consent of Ernst & Young LLP, Independent Auditors 23.2 Consent of Ernst & Young LLP, Independent Auditors 23.3 Consent of Wilson Sonsini Goodrich & Rosati (included in Exhibit 5.1) 23.4* Consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated 24.1+ Power of Attorney (Reference is made to page II-5)
- ----------- * To be filed by Amendment. + Previously filed. ITEM 17. UNDERTAKINGS The undersigned Registrants, PeopleSoft and Momentum, each hereby undertakes that insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the Registrant pursuant to the provisions set forth in Item 14 above, or otherwise, the Registrant has been advised in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred, or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and the Registrant will be governed by the final adjudication of such issue. II-2 PeopleSoft hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Momentum Business Applications, Inc. has duly caused this Amendment No. 1 to the Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pleasanton, State of California on November 24, 1998. MOMENTUM BUSINESS APPLICATIONS, INC. By: /s/ ANEEL BHUSRI ------------------------------- Aneel Bhusri, President Pursuant to the requirements of the Securities Act of 1933, this Amendment No.1 to a Registration Statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE - ------------------------------ ----------------------------------- ----------------- /s/ ANEEL BHUSRI President, Chief Financial Officer, November 24, 1998 - ------------------------------ Secretary and Director (Principal Aneel Bhusri Executive, Financial and Accounting Officer)
II-4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, PeopleSoft, Inc. has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pleasanton, State of California on November 24 1998. PEOPLESOFT, INC. By: /s/ David A. Duffield ---------------------------------------- David A. Duffield President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-3 has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE - ------------------------------- ----------------------------------------- ----------------- /s/ DAVID A. DUFFIELD Chairman of the Board, President and November 24, 1998 - ------------------------------- Chief Executive Officer (Principal David A. Duffield Executive Officer) /s/ RONALD E.F. CODD Senior Vice President of Finance and November 24, 1998 - ------------------------------- Chief Financial Officer (Principal Ronald E. F. Codd Financial Officer) /s/ ALFRED J. CASTINO* Senior Vice President of Finance and November 24, 1998 - ------------------------------- Administration, Chief Accounting Officer Alfred J. Castino and Corporate Controller (Principal Accounting Officer) - ------------------------------- Director November __, 1998 Dr. Edgar F. Codd /s/ ALBERT W. DUFFIELD* Director November 24, 1998 - ------------------------------- Albert W. Duffield /s/ A. GEORGE BATTLE* Director November 24, 1998 - ------------------------------- A. George "Skip" Battle
II-5 /s/ GEORGE J. STILL, JR.* Director November 24, 1998 - ------------------------------- George J. Still, Jr. /s/ CYRIL J. YANSOUNI* Director November 24, 1998 - ------------------------------- Cyril J. Yansouni *by: /s/ RONALD E.F. CODD ------------------------- Ronald E. F. Codd Attorney in Fact
II-6 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION ------ ---------------------------------------------------------------- 3.1 Certificate of Incorporation of Momentum 3.2 Bylaws of Momentum 3.3 Form of Restated Certificate of Incorporation of Momentum (to be effective prior to the Distribution) 5.1 Opinion of Wilson Sonsini Goodrich & Rosati as to legality of Momentum Class A Common Stock 5.2 Opinion of Wilson Sonsini Goodrich & Rosati as to legality of PeopleSoft Common Stock 8.1* Opinion of Wilson Sonsini Goodrich & Rosati as to tax matters 10.1 Form of Development and License Agreement between PeopleSoft and Momentum 10.2 Form of Marketing and Distribution Agreement between PeopleSoft and Momentum 10.3 Form of Services Agreement between PeopleSoft and Momentum 10.4 Form of Distribution Agreement between PeopleSoft and Momentum 10.5 Form of Officers' and Directors' Indemnification Agreement 23.1 Consent of Ernst & Young LLP, Independent Auditors 23.2 Consent of Ernst & Young LLP, Independent Auditors 23.3 Consent of Wilson Sonsini Goodrich & Rosati (included in Exhibit 5.1) 23.4* Consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated 24.1+ Power of Attorney (Reference is made to page II-5)
- ----------- * To be filed by Amendment. + Previously filed. EXHIBIT A OPINION OF MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED [Merrill Lynch Letterhead] December ___, 1998 Board of Directors PeopleSoft, Inc. 4460 Hacienda Drive Pleasanton, CA 94588 Gentlemen: You have advised us that PeopleSoft, Inc. ("PeopleSoft") intends to distribute (the "Distribution") to its stockholders shares of Class A Common Stock (the "Momentum Shares") of Momentum Business Applications, Inc. ("Momentum"). The Distribution is described in detail in the prospectus (the "Prospectus"), filed as part of a registration statement on Form S-1/S-3 (Reg. no. 333-67363 /333- 09652), which is to be sent to PeopleSoft stockholders in connection with the Distribution. You have asked us for our opinion as to whether or not, from a financial point of view, the Distribution is fair to the stockholders of PeopleSoft. Each capitalized term used but not defined herein shall have the meaning ascribed thereto in the Prospectus. In arriving at the opinion set forth below, we have, among other things: o reviewed the Prospectus including the following items as presented or referred to therein: (i) the terms and conditions of the Distribution, (ii) the Marketing Agreement, (iii) the Development Agreement, (iv) the Services Agreement, (v) the Distribution Agreement and (vi) the Certificate of Incorporation of Momentum including the Purchase Option; o conducted discussions with members of the senior management of PeopleSoft with respect to the businesses and prospects of PeopleSoft and Momentum and the strategic objectives of each; o conducted discussions concerning the Distribution with other representatives and advisors of PeopleSoft, including its independent public accountants; o reviewed the financial and other information concerning PeopleSoft (with and without Momentum) that was publicly available or furnished to us by PeopleSoft, including information provided during discussions with the senior management of PeopleSoft; o reviewed historical trading prices and volume of the Common Stock of PeopleSoft (the "PeopleSoft Common Stock"); and o reviewed such other financial studies and analyses and took into account such other matters as we deemed necessary, including our assessment of general economic, market and monetary conditions. In preparing our opinion, we have assumed and relied on the accuracy and completeness of all information supplied or otherwise made available to us, discussed with or reviewed by or for us, or publicly available (including the information contained in the Prospectus), and we have not assumed any responsibility for independently verifying such information or undertaken an independent evaluation or appraisal of any of the assets or liabilities of PeopleSoft (with or without Momentum) or been furnished with any such evaluation or appraisal. In addition, we have not assumed any obligation to conduct, nor have we conducted, any physical inspection of the properties or facilities of PeopleSoft. With respect to the financial forecast information furnished to or discussed with us by PeopleSoft, we have assumed it has been reasonably prepared and reflects the best currently available estimates and judgment of PeopleSoft's management as to the expected future financial performance of PeopleSoft and Momentum. We have also assumed that: (i) the Distribution will occur as described in the Prospectus, and (ii) after the Distribution, Momentum will be accounted for as an entity independent of PeopleSoft. Our opinion is necessarily based upon market, economic and other conditions, including but not limited to generally accepted accounting principles, as they exist and can be evaluated on, and on the information made available to us as of, the date hereof. It is further understood that this Opinion does not consider any future changes to such conditions that may occur following the date of this Opinion which may adversely affect PeopleSoft's ability to pursue its financial and strategic objectives. We note that trading in the PeopleSoft Common Stock and the Momentum Shares for a period following completion of the Distribution may be characterized by a redistribution of the shares of the PeopleSoft Common Stock and the Momentum Shares among existing PeopleSoft stockholders and other investors and, accordingly, during such period, the PeopleSoft Common Stock and the Momentum Shares may trade at prices below those at which they would trade on a fully distributed basis. We are not expressing any opinion herein as to the price at which the PeopleSoft Common Stock will actually trade after the announcement date of the Distribution or the price at which the Momentum Shares will actually trade after the Distribution. In addition, this opinion does not address the valuation or future performance of Momentum as an independent public company following the Distribution, nor does it address the adequacy of defensive measures included (A) in the Certificate of Incorporation (as amended or restated) or the Bylaws of Momentum with respect to (i) the rights of the holders of Momentum Shares or (ii) the rights of PeopleSoft as holder of shares of the Class B Common Stock of Momentum, or (B) in the agreements between PeopleSoft and Momentum entered into in connection with the Distribution. We express no opinion as to whether the funds contributed by PeopleSoft to Momentum will be adequate to accomplish the objective of successfully developing the intended software products. We are acting as financial advisor to PeopleSoft in connection with the Distribution and will receive a fee for our services, which fee is contingent upon the consummation of the Distribution. In addition, PeopleSoft has agreed to indemnify us for certain liabilities arising out of our engagement. We may continue to provide financial advisory or financing services to PeopleSoft and may receive fees for the rendering of such services. In addition, in the ordinary course of our business, we may actively trade PeopleSoft common stock, and we may, in the future trade Momentum Shares for our own account and for the accounts of customers and, accordingly, may at any time hold a long or short position in such securities. This opinion is for the use and benefit of the Board of Directors of PeopleSoft. On the basis of and subject to the foregoing, as of the date hereof, it is our opinion that, from a financial point of view, the Distribution is fair to the stockholders of PeopleSoft. Our conclusions are based on information available to us as of the date of this letter. Very truly yours, \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001074276_green_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001074276_green_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..604a9fa9389b56bd34a7e67b187bd3360ce91fdd --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001074276_green_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the Notes will be passed upon for the Issuer by Dorsey & Whitney LLP. Brown & Wood LLP will act as counsel to the Underwriters. The Indenture, the Contribution and Servicing Agreement, the Transfer Agreement and the Notes will be governed by the laws of the State of Minnesota. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIK0001074438_peachtree_legal_matters.txt b/parsed_sections/legal_matters/1998/CIK0001074438_peachtree_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..97b86e0235a2d517c1e99b6a5b8b71886f18b8a3 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIK0001074438_peachtree_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for Peachtree by Paul, Weiss, Rifkind, Wharton & Garrison, New York, New York. Certain legal matters will be passed upon for the Underwriters by Simpson Thacher & Bartlett, New York, New York. Paul, Weiss, Rifkind, Wharton & Garrison has in the past provided legal services to ADP and its affiliates and may continue to provide such services in the future. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CIX_compx_legal_matters.txt b/parsed_sections/legal_matters/1998/CIX_compx_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..b4ed2815d0e96d477654d772a0eea3abca03b369 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CIX_compx_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the shares offered hereby will be passed upon for the Company by Rogers & Hardin LLP, Atlanta, Georgia, of which Mr. Hardin, a director of the Company, is a partner. The Underwriters have been represented by Cravath, Swaine & Moore, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CMLS_cumulus_legal_matters.txt b/parsed_sections/legal_matters/1998/CMLS_cumulus_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..88fc515c56cdbd402912ca04f429b82bc52f3703 --- /dev/null +++ b/parsed_sections/legal_matters/1998/CMLS_cumulus_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the shares of Class A Common Stock offered hereby will be passed upon for the Company by Holleb & Coff, Chicago, Illinois. Simpson Thacher & Bartlett, New York, New York, has acted as counsel to the Underwriters in connection with the Offerings. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CNXN_pc_legal_matters.txt b/parsed_sections/legal_matters/1998/CNXN_pc_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..9e4ba0e26b61935b2f0f5910f86d334378383d0d --- /dev/null +++ b/parsed_sections/legal_matters/1998/CNXN_pc_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Hale and Dorr LLP, Boston, Massachusetts. Certain legal matters in connection with the Offering will be passed upon for the Underwriters by Latham & Watkins, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CRAI_cra_legal_matters.txt b/parsed_sections/legal_matters/1998/CRAI_cra_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..f76d16880f53d52676897babd5432fd004602feb --- /dev/null +++ b/parsed_sections/legal_matters/1998/CRAI_cra_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company and the Selling Stockholders by Foley, Hoag & Eliot LLP, Boston, Massachusetts. Certain legal matters will be passed upon for the Underwriters by Hale and Dorr LLP, Boston, Massachusetts. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CTSH_cognizant_legal_matters.txt b/parsed_sections/legal_matters/1998/CTSH_cognizant_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..092de4fa5ecc4a7edc3e6cf0d7b7243251de107e --- /dev/null +++ b/parsed_sections/legal_matters/1998/CTSH_cognizant_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Class A Common Stock offered hereby will be passed upon for the Company and the Selling Stockholder by O'Sullivan Graev & Karabell, LLP, New York, New York. Certain legal matters in connection with this offering will be passed upon for the Underwriters by Hale and Dorr LLP, Boston, Massachusetts. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/CWST_casella_legal_matters.txt b/parsed_sections/legal_matters/1998/CWST_casella_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..daeb310591aaa000a665fa9ea3c892372ad1958a --- /dev/null +++ b/parsed_sections/legal_matters/1998/CWST_casella_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters in connection with this Offering will be passed upon for the Company by Hale and Dorr LLP, Boston, Massachusetts, and for the underwriters by Morrison Cohen Singer & Weinstein, LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/DENN_denny-s_legal_matters.txt b/parsed_sections/legal_matters/1998/DENN_denny-s_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..89deeef29e190cce4a670ecccadd1bbfcdfd7c69 --- /dev/null +++ b/parsed_sections/legal_matters/1998/DENN_denny-s_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters in connection with the Common Stock offered hereby will be passed upon for Advantica by Parker, Poe, Adams & Bernstein L.L.P., 2500 Charlotte Plaza, Charlotte, North Carolina 28244. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/FHI_federated_legal_matters.txt b/parsed_sections/legal_matters/1998/FHI_federated_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..650e6c532614abdba14cdf67aa00f47c37fd9557 --- /dev/null +++ b/parsed_sections/legal_matters/1998/FHI_federated_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters in connection with the shares of the Class B Common Stock offered hereby will be passed upon for the Company by Kirkpatrick & Lockhart LLP, Pittsburgh, Pennsylvania. Certain legal matters in connection with the sale of shares of Class B Common Stock in the Offering will be passed on for the Underwriters by Simpson Thacher & Bartlett, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/FIX_comfort_legal_matters.txt b/parsed_sections/legal_matters/1998/FIX_comfort_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..aed09c01cb271dbfb7ef6b5e08242a844281bfd8 --- /dev/null +++ b/parsed_sections/legal_matters/1998/FIX_comfort_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the shares of Common Stock offered by this Prospectus will be passed upon for the Company by Bracewell & Patterson, L.L.P., Houston, Texas. Certain legal matters related to this offering will be passed upon for the Underwriters by Piper & Marbury L.L.P., Baltimore, Maryland. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/FKWL_franklin_legal_matters.txt b/parsed_sections/legal_matters/1998/FKWL_franklin_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..feea527fcbca62ac78001f37d19360b02f9cbd43 --- /dev/null +++ b/parsed_sections/legal_matters/1998/FKWL_franklin_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the legality under California law of the shares of Common Stock offered hereby will be passed upon for the Company by Haddan & Zepfel LLP, Newport Beach, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/FLEX_flex-ltd_legal_matters.txt b/parsed_sections/legal_matters/1998/FLEX_flex-ltd_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..5fabc4116a5f848a77698f9dbdb670441d3f7bb5 --- /dev/null +++ b/parsed_sections/legal_matters/1998/FLEX_flex-ltd_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the securities offered hereby has been passed upon for the Company by Allen & Gledhill, Singapore. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/GLBZ_glen_legal_matters.txt b/parsed_sections/legal_matters/1998/GLBZ_glen_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..0750233c797724a4610231589e8be45d3d831a6a --- /dev/null +++ b/parsed_sections/legal_matters/1998/GLBZ_glen_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The legality of the Common Stock offered hereby has been passed upon for the Company by Housley Kantarian & Bronstein, P.C., Washington, D.C. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/GPOR_gulfport_legal_matters.txt b/parsed_sections/legal_matters/1998/GPOR_gulfport_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..7f9295eee54008dea04bf7cf4965b4baadbaa395 --- /dev/null +++ b/parsed_sections/legal_matters/1998/GPOR_gulfport_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Shares will be passed upon for the Company by Akin, Gump, Strauss, Hauer & Feld, L.L.P. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/HCKT_hackett_legal_matters.txt b/parsed_sections/legal_matters/1998/HCKT_hackett_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..974b91e7329da5442f2b683b246f2e71aba9bfba --- /dev/null +++ b/parsed_sections/legal_matters/1998/HCKT_hackett_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Hogan & Hartson L.L.P., Washington, D.C. Certain legal matters in connection with the Offering will be passed upon for the Underwriters by Ropes & Gray, Boston, Massachusetts. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/LAD_lithia_legal_matters.txt b/parsed_sections/legal_matters/1998/LAD_lithia_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..d469e33e788e73549dead9e2c6d5b95ef56f97a3 --- /dev/null +++ b/parsed_sections/legal_matters/1998/LAD_lithia_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Company's Class A Common Stock being offered hereby will be passed upon for the Company by Foster Pepper & Shefelman LLP, Portland, Oregon. Kenneth E. Roberts, a partner with Foster Pepper & Shefelman LLP, owned 30,000 shares of Class A Common Stock as of March 31, 1998. Certain legal matters will be passed upon for the Underwriters by Milbank, Tweed, Hadley & McCloy, Los Angeles, California. Milbank, Tweed, Hadley & McCloy represented the Company in certain matters unrelated to this Offering during 1997. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/MANH_manhattan_legal_matters.txt b/parsed_sections/legal_matters/1998/MANH_manhattan_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..1ddabe9b0ecba082e7aa9d34b32246b91c305d47 --- /dev/null +++ b/parsed_sections/legal_matters/1998/MANH_manhattan_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the shares of the Common Stock offered hereby will be passed upon for the Company and the Selling Stockholders by Morris, Manning & Martin, L.L.P., Atlanta, Georgia. Certain legal matters in connection with this Offering will be passed upon for the Underwriters by Testa, Hurwitz & Thibeault, LLP, Boston, Massachusetts. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/MRCY_mercury_legal_matters.txt b/parsed_sections/legal_matters/1998/MRCY_mercury_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..64503d45081a69cf01e3023169aca4812c22cd43 --- /dev/null +++ b/parsed_sections/legal_matters/1998/MRCY_mercury_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company and the Selling Stockholders by Hutchins, Wheeler & Dittmar, A Professional Corporation, Boston, Massachusetts. Anthony J. Medaglia, Jr., a Stockholder of Hutchins, Wheeler & Dittmar and the Clerk of the Company, owns 17,250 shares directly, 8,000 shares indirectly as Trustee and options to purchase 5,000 shares of Common Stock, of which options to purchase 2,500 shares are currently exercisable. James Westra, a Stockholder of Hutchins, Wheeler & Dittmar and a Selling Stockholder, owns 6,000 shares of Common Stock. Certain legal matters in connection with the Offering will be passed upon for the Underwriters by Testa, Hurwitz & Thibeault, LLP, Boston, Massachusetts. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/RBA_rb-global_legal_matters.txt b/parsed_sections/legal_matters/1998/RBA_rb-global_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..93fa288375fefcf279946be00b91af854e8c888f --- /dev/null +++ b/parsed_sections/legal_matters/1998/RBA_rb-global_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Shares offered hereby will be passed upon for the Company by McCarthy Tetrault, Vancouver, British Columbia. Certain other legal matters in connection with the Offering will be passed upon for the Company by Perkins Coie, Portland, Oregon, and for the Underwriters by Shearman & Sterling, Toronto, Ontario and New York, New York. Shearman & Sterling and Perkins Coie will rely as to all matters of Canadian law upon the opinion of McCarthy Tetrault. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/RBCAA_republic_legal_matters.txt b/parsed_sections/legal_matters/1998/RBCAA_republic_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..8671d731d2e5350295b8e414df3736f9a810db90 --- /dev/null +++ b/parsed_sections/legal_matters/1998/RBCAA_republic_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The legality of the shares of the Class A Common Stock offered hereby will be passed upon by Wyatt, Tarrant & Combs, Louisville, Kentucky, counsel to Republic. A. Wallace Grafton, Jr., a partner of Wyatt, Tarrant & Combs, is a director of Republic and the Bank and, as of May 31, 1998, beneficially owns 51,940 shares of Class A Common Stock and 10,388 shares of Class B Common Stock. Certain legal matters in connection with the Offering will be passed on for the Underwriters by Baker, Donelson, Bearman & Caldwell, Memphis, Tennessee. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/SAPGF_sap-se_legal_matters.txt b/parsed_sections/legal_matters/1998/SAPGF_sap-se_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..712625a7210caffec96a0a9438f4175316d21215 --- /dev/null +++ b/parsed_sections/legal_matters/1998/SAPGF_sap-se_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Underlying Shares, and certain matters with respect to United States federal income tax law, will be passed upon for the Company by Morgan, Lewis & Bockius LLP, special counsel to the Company. Certain matters with respect to German tax law will be passed upon by Haarmann, Hemmelrath & Partner, special German tax counsel to the Company. Dr. Wilhelm Haarmann, a partner in Haarmann, Hemmelrath & Partner, is a member of SAP's Supervisory Board. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/SENEL_seneca_legal_matters.txt b/parsed_sections/legal_matters/1998/SENEL_seneca_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..74353c62cb710432246b366ec96abfa6426b30e2 --- /dev/null +++ b/parsed_sections/legal_matters/1998/SENEL_seneca_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Jaeckle Fleischmann & Mugel, LLP, Buffalo, New York will pass upon certain legal matters for the Company with respect to the shares offered hereby. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/SIEB_siebert_legal_matters.txt b/parsed_sections/legal_matters/1998/SIEB_siebert_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..fb4b56dc681f2d99a6f03b2b481751d15f99889e --- /dev/null +++ b/parsed_sections/legal_matters/1998/SIEB_siebert_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The legality of the securities offered hereby is being passed upon for the Company by Brown Raysman Millstein Felder & Steiner, LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1998/SNBR_sleep_legal_matters.txt b/parsed_sections/legal_matters/1998/SNBR_sleep_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..8721835aa15effe4e9a8766ed8017c30cec6748d --- /dev/null +++ b/parsed_sections/legal_matters/1998/SNBR_sleep_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Oppenheimer Wolff & Donnelly LLP, Minneapolis, Minnesota. Mark A. Kimball, a partner in the law firm of Oppenheimer Wolff & Donnelly LLP, beneficially owns 1,000 shares of Common Stock. Orrick, Herrington & Sutcliffe LLP, San Francisco, California will pass upon certain legal matters for the Underwriters. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/A_agilent_legal_matters.txt b/parsed_sections/legal_matters/1999/A_agilent_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..3c3cda6687a887a3e70bff5d7cedc69c60198dc3 --- /dev/null +++ b/parsed_sections/legal_matters/1999/A_agilent_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the common stock offered hereby and certain other legal matters will be passed upon for us by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California. As of August 31, 1999, attorneys of Wilson Sonsini Goodrich & Rosati who participated in matters relating to this offering beneficially held approximately 3,388 shares of Hewlett-Packard common stock. The value of such shares as of September 30, 1999, according to the closing price reported on the New York Stock Exchange on September 30, 1999, was $307,461. Certain legal matters will be passed upon for the underwriters by Shearman & Sterling, Menlo Park, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0000106374_new_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0000106374_new_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..6bbb02f56d75f252f090dc1e039593b8e83ce79f --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0000106374_new_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The legality of the Common Shares to be issued upon the exercise of the Warrants, as well as certain tax matters concerning the Warrants, are being passed on by Milbank, Tweed, Hadley & McCloy LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0000315858_bluegreen_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0000315858_bluegreen_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..a5fa81b1ab220163f922cac85640a1dc92222e10 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0000315858_bluegreen_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Our legal counsel, Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A., Miami, Florida, will pass upon the validity of the Class A Common Stock and the subordinated debentures for us. Certain legal matters will be passed upon for the underwriter by ______________________. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0000353646_apponline_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0000353646_apponline_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..a3b8296eedaa48399c3497c668ef1209cf74156a --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0000353646_apponline_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Gersten, Savage & Kaplowitz, LLP, New York, New York, will pass upon the validity of the shares of common stock for us in connection with this offering. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0000354908_teledyne_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0000354908_teledyne_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..4d657048756b6c0f2a2ee9b7d14fd37b6f7c0e45 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0000354908_teledyne_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain of our legal matters, including the validity of the shares of Common Stock being offered for sale under this Prospectus, will be passed on by Ater Wynne LLP, Portland, Oregon. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0000714124_avtechtyee_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0000714124_avtechtyee_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..31d94f316a98eb6e68fc0306957b2980df0d406b --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0000714124_avtechtyee_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the new notes offered hereby will be passed upon for DeCrane Aircraft by Spolin & Silverman LLP, Santa Monica, California and Davis, Polk & Wardwell, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0000725058_cytogen_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0000725058_cytogen_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..cbc3609bb17ab759a6173f38323ba4ffdfb2d4c2 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0000725058_cytogen_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Donald F. Crane, Jr. Esq., Vice President and General Counsel to Cytogen Corporation. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0000764841_ctc_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0000764841_ctc_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..2b8a1e2dde75b842da161878a12b2d1b90a02257 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0000764841_ctc_legal_matters.txt @@ -0,0 +1 @@ +Legal Matters The validity of the shares of common stock offered hereby will be passed upon for CTC by Ropes & Gray, Boston, Massachusetts. Latham & Watkins, Washington, D.C., is acting as counsel to the underwriters in connection with this offering. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0000766886_firstameri_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0000766886_firstameri_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..c5f170b79985d5c53ca222822683738c31e53eeb --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0000766886_firstameri_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of common stock offered hereby will be passed upon for us by Gray Cary Ware & Freidenrich llp, Palo Alto, California. Various legal matters relating to our common stock will be passed upon for the underwriters by Fried, Frank, Harris, Shriver & Jacobson (a partnership including professional corporations), New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0000790360_samuels_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0000790360_samuels_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..b25b2387eb8493fd752c55f3fa7ee3197b1be4d3 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0000790360_samuels_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed on for the Company by Weil, Gotshal & Manges LLP, Houston, Texas. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0000793279_candela_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0000793279_candela_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..fee40435042a8764f93a6cf0fef1d261ffa24d1b --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0000793279_candela_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the common stock offered hereby will be passed upon for us by Testa, Hurwitz & Thibeault, LLP, Boston, Massachusetts. Certain legal matters in connection with this offering will be passed upon for the underwriters by Choate, Hall & Stewart, Boston, Massachusetts. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0000796735_interep_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0000796735_interep_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..65ee631739a281377a9e65bf440e59304632c289 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0000796735_interep_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Class A common stock offered and certain legal matters will be passed on for us by Salans Hertzfeld Heilbronn Christy & Viener, New York, New York. Certain legal matters will be passed on for the underwriters by Hale and Dorr LLP. Certain legal matters will be passed on for the ESOP by Rosenman & Colin LLP. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0000818633_eldorado_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0000818633_eldorado_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..99ac289b5946e1e408ccb1ea89a5e618b35e3167 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0000818633_eldorado_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters, including the validity of the common stock, have been passed upon for the Company by Nutter, McClennen & Fish, LLP, Boston, Massachusetts, and for the Underwriters by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York. Michael K. Krebs, the Secretary of the Company, is a partner of Nutter, McClennen & Fish, LLP. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0000825953_fidelity_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0000825953_fidelity_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..46164d8324185c3498b0581970fe9b069fb82380 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0000825953_fidelity_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain matters of Delaware law relating to the validity of the Capital Securities, the enforceability of the Trust Agreement and the creation of the Issuer Trust will be passed upon by Richards, Layton & Finger, P.A., special Delaware counsel to BancShares and the Issuer Trust. Certain tax matters relating to the Capital Securities and the Issuer Trust will be passed upon for BancShares by Hunton & Williams, Richmond, Virginia, special tax counsel to BancShares. The validity of the Guarantee and the Junior Subordinated Debentures will be passed upon for BancShares by Ward and Smith, P.A., Raleigh, North Carolina, General Counsel to BancShares, and for the Underwriter by Alston & Bird LLP, Washington, D.C., special counsel to the Underwriter. Ward and Smith, P.A. and Alston & Bird LLP, will rely as to certain matters of Delaware law on the opinion of Richards, Layton & Finger, P.A., and as to certain matters of New York law on the opinion of White & Case LLP. A member of Ward and Smith, P.A. beneficially owns 153 shares of BancShares' common stock. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0000827230_microfinan_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0000827230_microfinan_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..a644fd75b93536db857c2ac57f47cefc7a8273ff --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0000827230_microfinan_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the shares of Common Stock offered hereby will be passed upon for the Company by Edwards & Angell, LLP, Boston, Massachusetts. The Underwriters have been represented by Cravath, Swaine & Moore, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0000831547_spectrum_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0000831547_spectrum_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..74176a1b65a75f1876196a29fa41968f042fbdd1 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0000831547_spectrum_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the shares of common stock offered hereby will be passed upon for NeoTherapeutics by Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California. Stradling Yocca Carlson & Rauth owns 12,500 shares of our common stock and warrants to purchase 25,000 shares of our common stock at an exercise price of $11.40 per share. Certain members of Stradling Yocca Carlson & Rauth beneficially own, in the aggregate, 3,500 shares of our common stock and warrants to purchase 3,000 shares of our common stock at an exercise price of $11.40 per share. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0000850579_plx_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0000850579_plx_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..386b40ba20e262ec4c28475200022ce3264982a7 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0000850579_plx_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of our common stock offered hereby will be passed upon for us by Morrison & Foerster LLP, Palo Alto, California. Certain legal matters in connection with the offering will be passed upon for the underwriters by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0000852450_finet-com_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0000852450_finet-com_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..93003ee3f4b0ec1b615f6c7d0fa9ec434ab13824 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0000852450_finet-com_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the common stock offered hereby will be passed on for us by Severson & Werson, San Francisco, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0000867347_stellent_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0000867347_stellent_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..9b0e85f5fa3bd1d2ac4f36f4a40ce61230515c6b --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0000867347_stellent_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The legality of the issuance of the shares offered hereby will be passed upon for us and the selling shareholders by Maslon Edelman Borman & Brand, LLP, Minneapolis, Minnesota. Certain legal matters will be passed upon for the underwriters by Faegre & Benson LLP, Minneapolis, Minnesota. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0000868809_xto_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0000868809_xto_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..a269530764bea932e90eff91be24665fd34fcf01 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0000868809_xto_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Counsel for Cross Timbers, Kelly, Hart & Hallman, P.C., Fort Worth, Texas, will give a legal opinion to the underwriters regarding matters related to this offering. Richards, Layton & Finger, P.C., Wilmington, Delaware, special Delaware counsel for Cross Timbers and the trust, will give a legal opinion as to the validity of the trust units. Counsel for the underwriters, Andrews & Kurth L.L.P., Houston, Texas, will give a legal opinion to the underwriters regarding other matters related to this offering. Butler & Binion, L.L.P., Houston, Texas, will give the tax opinion described in the section of this prospectus captioned "Federal Income Tax Consequences." Certain members of Kelly, Hart & Hallman, P.C. currently own approximately 21,200 shares of common stock of Cross Timbers, and certain partners of Butler & Binion, L.L.P. own 95,985 shares of common stock of Cross Timbers. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0000872248_petroquest_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0000872248_petroquest_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..bf34971480116414e6defbe138334bbb8e6b6b17 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0000872248_petroquest_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of our common stock offered in this prospectus will be passed upon for us by Porter & Hedges, L.L.P., Houston, Texas. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0000873850_helios-inc_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0000873850_helios-inc_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..76388e34b9d1cc6bd924d01693cebe7ce849b0e0 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0000873850_helios-inc_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the legality of the issuance of the Notes offered hereby will be passed upon for the Company by Brobeck, Phleger & Harrison LLP, Irvine, California. Richard A. Fink, a member of Brobeck, Phleger & Harrison LLP, is Secretary of the Company and owns 40,000 shares of common stock. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0000880431_genaera_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0000880431_genaera_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..28a3f28dc0fb3c040b48b25944f9f5f151d8a086 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0000880431_genaera_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Morgan, Lewis & Bockius LLP, Philadelphia, Pennsylvania, will pass on the validity of the shares. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0000882259_ecoscience_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0000882259_ecoscience_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..890fb4b37355a9388fde83f9bcd060b0566cefbc --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0000882259_ecoscience_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the Common Stock being offered hereby will be passed upon for the Company by Giordano, Halleran & Ciesla, A Professional Corporation. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0000884621_conductus_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0000884621_conductus_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..640a9caa453f28dacc93cc8ffd2d7d55b4d542aa --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0000884621_conductus_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, Menlo Park, will pass upon the validity of the common stock offered in this offering. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0000885672_astropower_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0000885672_astropower_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..c7ca4291e730f1e98e9567a80dbfed86c1c98670 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0000885672_astropower_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of common stock offered hereby is being passed upon for us by Opton Handler Feiler & Landau, LLP, New York, New York. Certain legal matters with respect to the offering are being passed upon for the underwriters by Hale and Dorr LLP, Boston, Massachusetts. A partner of Opton Handler Feiler & Landau, LLP owns 100,000 shares of our common stock. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0000887356_bradlees_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0000887356_bradlees_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..f71212f8c7887637ea10bb71e417739f589fd100 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0000887356_bradlees_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Goodwin, Procter & Hoar llp, Boston, Massachusetts will pass upon the validity of the shares of the Common Stock and the Notes offered by this Prospectus. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0000894253_perot_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0000894253_perot_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..c152cc102a838f6c4e4e87e54533e6e2aa821416 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0000894253_perot_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Class A Common Stock will be passed upon for the Company by Hughes & Luce, L.L.P., Dallas, Texas. A partner in Hughes & Luce, L.L.P. is the beneficial owner of 407,552 shares of Class A Common Stock. Certain legal matters relating to the offering of Class A Common Stock will be passed upon for the Underwriters by Davis Polk & Wardwell, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0000896267_envirotest_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0000896267_envirotest_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..fdf809ab33638be9006788ae3d6e6b66e8550039 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0000896267_envirotest_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of securities offered hereby and certain tax matters will be passed upon for the Company and the subsidiary guarantors by White & Case LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0000913015_townsquare_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0000913015_townsquare_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..114bc0c43d2e9faf246d554b67a6f74af16f9e8d --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0000913015_townsquare_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the common stock we are offering under this prospectus will be passed upon for us by Strauss Troy, a Legal Professional Association, Cincinnati, Ohio and for the underwriters by Shearman Sterling, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0000919013_wave_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0000919013_wave_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..673f183a2e5d10e24a49ccfcec2adb497a2082a7 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0000919013_wave_legal_matters.txt @@ -0,0 +1 @@ +Legal Matters The validity of the securities offered hereby will be passed upon for Wave Systems by Bingham Dana LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0000919130_onstream_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0000919130_onstream_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..18b0471cca9bd26192d0c3d4ef4fff36a5ef4f62 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0000919130_onstream_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the common stock offered hereby will be passed upon for us by Atlas, Pearlman, Trop & Borkson, P.A., Fort Lauderdale, Florida. Certain matters will be passed upon for the underwriters by Greenberg Traurig, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0000921742_citadel_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0000921742_citadel_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..ae3c91ddfeefc4727662dc578d52426181652089 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0000921742_citadel_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the validity of the common stock being offered in this offering will be passed upon for Citadel Communications by Eckert Seamans Cherin & Mellott, LLC, Pittsburgh, Pennsylvania. As to matters of Nevada law, Eckert Seamans Cherin & Mellott, LLC will rely upon the opinion of Lionel, Sawyer & Collins, Las Vegas, Nevada. Certain legal matters related to this offering will be passed upon for the underwriters by Shearman & Sterling, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0000927721_spanish_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0000927721_spanish_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..c07ad16dd7f6402977862869d80e61faf91a0cfa --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0000927721_spanish_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the notes being offered by this prospectus and legal matters regarding FCC issues will be passed upon for us by Kaye, Scholer, Fierman, Hays & Handler, LLP, New York, New York. Rogers & Wells LLP, New York, New York will pass upon the validity of the notes being offered by this prospectus for the underwriters. Jason L. Shrinsky, one of our nominee- directors, is a member of Kaye, Scholer, Fierman, Hays & Handler, LLP, which firm has regularly represented us as our legal counsel and will continue to do so. Additionally, Mr. Shrinsky will receive options to purchase shares of our Class A Common Stock pursuant to our Non-Employee Director Stock Option Plan. Mr. Shrinsky will hold his options for the benefit of his law firm, Kaye, Scholer, Fierman, Hays & Handler, LLP. See "Executive Compensation -- Stock Plans -- Non-Employee Director Stock Option Plan." \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0000927723_spanish_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0000927723_spanish_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..c07ad16dd7f6402977862869d80e61faf91a0cfa --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0000927723_spanish_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the notes being offered by this prospectus and legal matters regarding FCC issues will be passed upon for us by Kaye, Scholer, Fierman, Hays & Handler, LLP, New York, New York. Rogers & Wells LLP, New York, New York will pass upon the validity of the notes being offered by this prospectus for the underwriters. Jason L. Shrinsky, one of our nominee- directors, is a member of Kaye, Scholer, Fierman, Hays & Handler, LLP, which firm has regularly represented us as our legal counsel and will continue to do so. Additionally, Mr. Shrinsky will receive options to purchase shares of our Class A Common Stock pursuant to our Non-Employee Director Stock Option Plan. Mr. Shrinsky will hold his options for the benefit of his law firm, Kaye, Scholer, Fierman, Hays & Handler, LLP. See "Executive Compensation -- Stock Plans -- Non-Employee Director Stock Option Plan." \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0000935322_ecometry_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0000935322_ecometry_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..a752d08486cecb24985e6efbc79881c3a70a5473 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0000935322_ecometry_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Akerman, Senterfitt & Eidson, P.A., Fort Lauderdale, Florida. Certain legal matters in connection with the sale of the Common Stock offered hereby will be passed upon for the Underwriters by Piper & Marbury L.L.P., Baltimore, Maryland. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0000940327_elottery_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0000940327_elottery_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..f425255231f1cbe908af37e75246285fb4289974 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0000940327_elottery_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of eLottery Common Stock offered hereby will be passed upon for eLottery by Hunton & Williams, Richmond, Virginia. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0000942138_sli-inc_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0000942138_sli-inc_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..50184b5320e28be6b0ae69872735780f5e28d2d7 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0000942138_sli-inc_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Crowe & Dunlevy, P.C., Tulsa, Oklahoma. Certain legal matters in connection with the offering are being passed upon for the Company by Schifino & Fleischer, P.A., Tampa, Florida, and for the underwriters by Simpson Thacher & Bartlett, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0000945094_glenbrook_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0000945094_glenbrook_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..4cca34a331915890ce6f5c8b544c54083b464d83 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0000945094_glenbrook_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Freedman, Levy, Kroll & Simonds, Washington, D.C., has advised Glenbrook on certain federal securities law matters. All matters of applicable state law pertaining to the Contracts, including the validity of the Contracts and Glenbrook's right to issue such Contracts, have been passed upon by Michael J. Velotta, General Counsel of Glenbrook. YEAR 2000 Glenbrook is heavily dependent upon complex computer systems for all phases of its operations, including customer service, and policy and contract administration. Since many of Glenbrook's older computer software programs recognize only the last two digits of the year in any date, some software may fail to operate properly in or after the year 1999, if the software is not reprogrammed or replaced ("Year 2000 Issue"). Glenbrook believes that many of its counterparties and suppliers also have Year 2000 Issues which could affect Glenbrook. In 1995, Allstate Insurance Company commenced a plan intended to mitigate and/or prevent the adverse effects of Year 2000 Issues. These strategies include normal development and enhancement of new and existing systems, upgrades to operating systems already covered by maintenance agreements and modifications to existing systems to make them Year 2000 compliant. The plan also includes Glenbrook actively working with its major external counterparties and suppliers to assess their compliance efforts and Glenbrook's exposure to them. Glenbrook presently believes that it will resolve the Year 2000 Issue in a timely manner, and the financial impact will not materially affect its results of operations, liquidity or financial position. Year 2000 costs are and will be expensed as incurred. TAXES - -------------------------------------------------------------------------------- The following discussion is general and is not intended as tax advice. We make no guarantee regarding the tax treatment of any Contract or transaction involving a Contract. Federal, state, local and other tax consequences of ownership or receipt of distributions under an annuity contract depend on your individual circumstances. If you are concerned about any tax consequences with regard to your individual circumstances, you should consult a competent tax advisor. TAXATION OF GLENBROOK Glenbrook is taxed as a life insurance company under Part I of Subchapter L of the Internal Revenue Code ("Tax Code" or "Code"). TAXATION OF ANNUITIES IN GENERAL Tax Deferral. Generally, you are not taxed on increases in the Contract Value until a distribution occurs. This rule applies only where the owner is a natural person. As a general rule, annuity contracts owned by non-natural persons such as corporations, trusts, or other entities are not treated as annuity contracts for federal income tax purposes. The income on such contracts is taxed as ordinary income received or accrued by the owner during the taxable year. Contracts will generally be treated as held by a natural person if the nominal owner is a trust that holds the Contract for the benefit of a natural person. Please see a competent tax advisor to discuss other possible exceptions to the nonnatural owner rule. Taxation of Partial and Full Withdrawals. If you make a partial withdrawal under a non-Qualified Contract, amounts received are taxable to the extent the Contract Value, without regard to surrender charges, exceeds the investment in the Contract. The investment in the Contract is the gross premium paid for the Contract minus any amounts previously received from the Contract if such amounts were properly excluded from your gross income. If you make a partial withdrawal under a Qualified Contract, the portion of the payment that is not taxable is equal to the payment times the ratio of the investment in the Contract (i.e., nondeductible IRA contributions, after tax contributions to qualified plans) to the Contract Value. You should contact a competent tax advisor about the potential tax consequences of a Market Value Adjustment, as no definitive guidance exists on the proper tax treatment of Market Value Adjustments. If you make a full withdrawal under a non-Qualified Contract or a Qualified Contract, the amount received will be taxable only to the extent it exceeds the investment in the Contract. "Nonqualified distributions" from Roth IRAs are treated as made from contributions first and are taxable only to the extent that distributions exceed contributions. "Qualified distributions" from Roth IRAs are not taxable. "Qualified distributions" are any distributions made more than five taxable years after the taxable year of the first contribution to any Roth IRA and which are: o made on or after the date the individual attains age 59 1/2, o made to a beneficiary after the owner's death, o attributable to the owner being disabled, or o for a first time home purchase (first time home purchases are subject to a lifetime limit of $10,000). If you transfer a non-Qualified Contract without full and adequate consideration to a person other than your spouse (or to a former spouse incident to a divorce), you will be taxed on the difference between the Contract Value and the investment in the Contract at the time of transfer. Except for certain Qualified Contracts, any amount you receive as a loan under a Contract, and any assignment or pledge (or agreement to assign or pledge) of the Contract Value is treated as a withdrawal of such amount or portion. Taxation of Annuity Payments. Generally, the rule for income taxation of annuity payments received from a non-Qualified Contract provides for the return of your investment in the Contract in equal tax-free amounts over the payment period. The balance of each payment received is taxable. The amount excluded from income is determined by multiplying the payment by the ratio of the investment in the Contract (adjusted for any refund feature or period certain) to the total expected value of annuity payments for the term of the Contract. The annuity payments will be fully taxable after the total amount of the investment in the Contract is excluded using these ratios. If you die, and annuity payments cease before the total amount of the investment in the Contract is recovered, the unrecovered amount will be allowed as a deduction for your last taxable year. Taxation of Annuity Death Benefits. Death of a Contract owner, or death of the Annuitant if the Contract is owned by a non-natural person, will cause a distribution of death benefits from a Contract. Generally, such amounts are included in income as follows: (1) if distributed in a lump sum, the amounts are taxed in the same manner as a full withdrawal, or (2) if distributed under an Income Plan, the amounts are taxed in the same manner as an annuity payment. IRS Required Distribution at Death Rules. To qualify as an annuity contract for federal income tax purposes, a non-Qualified Contract must provide: (1) if any Contract owner dies on or after the annuity start date, but before the entire interest in the Contract has been distributed, the remaining portion of such interest must be distributed at least as rapidly as under the method of distribution being used as of the date of the owner's death; (2) if any Contract owner dies prior to the annuity start date, the entire interest in the Contract must be distributed within 5 years after the date of the owner's death. The 5-year requirement is satisfied if: o any portion of the Contract owner's interest which is payable to a designated beneficiary is distributed over the life of such beneficiary (or over a period not extending beyond the life expectancy of the beneficiary), and o the distributions begin within 1 year of the Contract owner's death. If the Contract owner's designated beneficiary is a surviving spouse, the Contract may be continued with the surviving spouse as the new owner. If the owner of the Contract is a non-natural person, the Annuitant is treated as the owner for purposes of applying the distribution at death rules. In addition, a change in the Annuitant on a Contract owned by a non-natural person is treated as the death of the owner. Penalty Tax on Premature Distributions. A 10% penalty tax applies to the taxable amount of any premature distribution from a non-Qualified Contract. The penalty tax generally applies to any distribution made prior to the date you attain age 59 1/2. However, no penalty tax is incurred on distributions: o made on or after the date the owner attains age 59 1/2; o made as a result of the owner's death or disability; o made in substantially equal periodic payments over the owner's life or life expectancy, o made under an immediate annuity; or o attributable to investment in the Contract before August 14, 1982. You should consult a competent tax advisor to determine if any other exceptions to the penalty apply to your situation. Similar exceptions may apply to distributions from Qualified Contracts. Aggregation of Annuity Contracts. All non-qualified deferred annuity contracts issued by Glenbrook (or its affiliates) to the same owner during any calendar year will be aggregated and treated as one annuity contract for purposes of determining the taxable amount of a distribution. TAX QUALIFIED CONTRACTS The Contract may be used with several types of qualified plans. The tax rules applicable to participants in qualified plans vary according to the type of plan and the terms and conditions of the plan. Qualified plan participants, and Contract owners, Annuitants and Beneficiaries under the Contract may be subject to the terms and conditions of the qualified plan regardless of the terms of the Contract. TYPES OF QUALIFIED PLANS IRAs Section 408 of the Code permits eligible individuals to contribute to an individual retirement plan known as an IRA. IRAs are subject to limitations on the amount that can be contributed and on the time when distributions may commence. Certain distributions from other types of qualified plans may be "rolled over" on a tax-deferred basis into an IRA. An IRA generally may not provide life insurance, but it may provide a death benefit that equals the greater of the premiums paid or the Contract value. The Contract provides a death benefit that in certain situations, may exceed the greater of the payments or the Contract Value. If the IRS treats the death benefit as violating the prohibition on investment in life insurance contracts, the Contract would not qualify as an IRA. Roth IRAs. Section 408A of the Code permits eligible individuals to make nondeductible contributions to an individual retirement plan known as a Roth IRA. Roth IRAs are subject to limitations on the amount that can be contributed. In certain instances, distributions from Roth IRAs are excluded from gross income. Subject to certain limits, a traditional Individual Retirement Account or Annuity may be converted or "rolled over" to a Roth IRA. The taxable portion of a conversion or rollover distribution is included in gross income, but is exempt from the 10% penalty tax on premature distributions. Simplified Employee Pension Plans. Section 408(k) of the Code allows employers to establish simplified employee pension plans for their employees using the employees' IRAs if certain criteria are met. Under these plans the employer may, within limits, make deductible contributions on behalf of the employees to their individual retirement annuities. Employers intending to use the Contract in connection with such plans should seek competent advice. Savings Incentive Match Plans for Employees (SIMPLE Plans). Sections 408(p) and 401(k) of the Tax Code allow employers with 100 or fewer employees to establish SIMPLE retirement plans for their employees. SIMPLE plans may be structured as a SIMPLE retirement account using an employee's IRA to hold the assets, or as a Section 401(k) qualified cash or deferred arrangement. In general, a SIMPLE plan consists of a salary deferral program for eligible employees and matching or nonelective contributions made by employers. Employers intending to use the Contract in conjunction with SIMPLE plans should seek competent tax and legal advice. Tax Sheltered Annuities. Section 403(b) of the Tax Code permits public school employees and employees of certain types of tax-exempt organizations (specified in Section 501(c)(3) of the Code) to have their employers purchase Contracts for them. Subject to certain limitations, a Section 403(b) plan allows an employer to exclude the purchase payments from the employees' gross income. A Contract used for a Section 403(b) plan must provide that distributions attributable to salary reduction contributions made after December 31, 1988, and all earnings on salary reduction contributions, may be made only: 1) on or after the date the employee: o attains age 59 1/2, o separates from service, o dies, or o becomes disabled; or 2) on account of hardship (earnings on salary reduction contributions may not be distributed for hardship). These limitations do not apply to withdrawals where Glenbrook is directed to transfer some or all of the Contract Value to another 403(b) plan. Corporate and Self-Employed Pension and Profit Sharing Plans. Sections 401(a) and 403(a) of the Tax Code permit corporate employers to establish various types of tax favored retirement plans for employees. The Tax Code permits self-employed individuals to establish tax favored retirement plans for themselves and their employees. Such retirement plans may permit the purchase of Contracts to provide benefits under the plans. State and Local Government and Tax-Exempt Organization Deferred Compensation Plans. Section 457 of the Code permits employees of state and local governments and tax-exempt organizations to defer a portion of their compensation without paying current income taxes. The employees must be participants in an eligible deferred compensation plan. Employees with Contracts under the plan are considered general creditors of the employer. The employer, as owner of the Contract, has the sole right to the proceeds of the Contract. Under these plans, contributions made for the benefit of the employees will not be taxable to the employees until distributed from the plan. However, all compensation deferred under a 457 plan must remain the sole property of the employer. As property of the employer, the assets of the plan are subject only to the claims of the employer's general creditors, until such time as the assets become available to the employee or a beneficiary. INCOME TAX WITHHOLDING Glenbrook is required to withhold federal income tax at a rate of 20% on all "eligible rollover distributions" unless you elect to make a "direct rollover" of such amounts to an IRA or eligible retirement plan. Eligible rollover distributions generally include all distributions from Qualified Contracts, excluding IRAs, with the exception of: o required minimum distributions, or o a series of substantially equal periodic payments made over a period of at least 10 years, or, o over the life (joint lives) of the participant (and beneficiary). Glenbrook may be required to withhold federal and state income taxes on any distributions from non-Qualified Contracts, or Qualified Contracts that are not eligible rollover distributions, unless you notify us of your election to not have taxes withheld. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0000945379_com21-inc_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0000945379_com21-inc_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..013c333cc94e36bc984f6f18e8c12794ee18dca1 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0000945379_com21-inc_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the shares of common stock offered hereby will be passed upon for Com21 by Brobeck, Phleger & Harrison LLP, Palo Alto, California. Members of the firm Brobeck, Phleger & Harrison LLP beneficially own an aggregate of 7,850 shares of Com21's common stock. Certain legal matters in connection with this offering will be passed upon for the Underwriters by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0000946144_pixtech_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0000946144_pixtech_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..71323276f04bd04e3e32ace92735f443483704c3 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0000946144_pixtech_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Palmer & Dodge LLP, Boston, Massachusetts, counsel to PixTech, is giving PixTech an opinion on the validity of the shares covered by this prospectus. Michael Lytton, a partner at Palmer & Dodge LLP, is our Secretary. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0000946392_global_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0000946392_global_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..814dc9860b7fbee6d79151946520cd0f567e0909 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0000946392_global_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Shearman & Sterling, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0000947661_diedrich_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0000947661_diedrich_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..8b30b51076ff00d25e63d0bf30c7d69e010c5385 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0000947661_diedrich_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of our common stock offered hereby will be passed upon for us by Gibson, Dunn & Crutcher LLP, Orange County, California. Brobeck, Phleger & Harrison LLP, San Francisco has acted as counsel to the underwriters in connection with certain legal matters related to this offering. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0000949968_freemarket_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0000949968_freemarket_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..0f347ccd1c456818e0725402875af536e53dddf3 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0000949968_freemarket_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the common stock offered hereby will be passed upon for FreeMarkets by Morgan, Lewis & Bockius LLP, Pittsburgh, Pennsylvania. Legal matters will be passed on for the underwriters by Ropes & Gray, Boston, Massachusetts. Attorneys of Morgan, Lewis & Bockius LLP own 50,275 shares of our common stock, and a partner of Morgan, Lewis & Bockius LLP who is our Assistant Secretary holds options to purchase 20,000 shares of such stock. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001003214_silicon_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001003214_silicon_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..7024e117f2b13b614c06554e7f81fc09bdad6dd0 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001003214_silicon_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Fenwick & West LLP, Palo Alto, California, will pass upon the validity of the issuance of the shares of common stock offered by this prospectus for Silicon Image. Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California, will pass upon legal matters in connection with this offering for the underwriters. An entity affiliated with Fenwick & West LLP holds 14,286 shares of our common stock. In addition, Fenwick & West LLP or an affiliated entity may purchase up to 4,750 of the shares reserved by the underwriters for sale to our employees and directors and other persons associated with us, as described in "Underwriting." \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001009405_bone-care_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001009405_bone-care_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..703365ae1e64a23a45755ff8e3751024fb68fa12 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001009405_bone-care_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters in connection with the offering will be reviewed for Bone Care by Sidley & Austin, Chicago, Illinois and, with respect to certain patent matters, by Michael, Best & Friedrich, Madison, Wisconsin. The validity of the shares of common stock we are offering will be passed upon for us by Michael, Best & Friedrich, Milwaukee, Wisconsin. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001011344_packeteer_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001011344_packeteer_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..16b8b1734b52fc941299b26875d68b3f373a5ee2 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001011344_packeteer_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The legality of the common stock we are offering will be passed upon for Packeteer by Brobeck, Phleger & Harrison LLP, Palo Alto, California, and for the underwriters by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001014383_onyx_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001014383_onyx_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..e3e51fd5486a60a54e1d557cdb133a2b3f8265ee --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001014383_onyx_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters will be passed on for ONYX by Perkins Coie llp, Seattle, Washington. Certain legal matters will be passed on for the underwriters by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001016100_digital_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001016100_digital_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..2b2ff93d6ce1a51d08250c5d75aa341d0bfb7bd9 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001016100_digital_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the securities offered hereby will be passed upon for Digital Lightwave by Brobeck, Phleger & Harrison LLP, Washington, D.C. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001016613_lq-corp_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001016613_lq-corp_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..69b92e60234f44fa23dec7a440ec86486101cdc0 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001016613_lq-corp_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Wilson Sonsini Goodrich & Rosati, P.C., Palo Alto, California will pass upon the validity of the common stock that we are selling in this offering. Fenwick & West LLP, Palo Alto, California will pass upon legal matters for the underwriters. As of the date of this prospectus, Wilson Sonsini Goodrich & Rosati and its partners beneficially owned 4,071 shares of our common stock, and an investment partnership comprised of partners of Fenwick & West beneficially owned 22,863 shares of our common stock. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001017144_sbs-of_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001017144_sbs-of_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..c07ad16dd7f6402977862869d80e61faf91a0cfa --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001017144_sbs-of_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the notes being offered by this prospectus and legal matters regarding FCC issues will be passed upon for us by Kaye, Scholer, Fierman, Hays & Handler, LLP, New York, New York. Rogers & Wells LLP, New York, New York will pass upon the validity of the notes being offered by this prospectus for the underwriters. Jason L. Shrinsky, one of our nominee- directors, is a member of Kaye, Scholer, Fierman, Hays & Handler, LLP, which firm has regularly represented us as our legal counsel and will continue to do so. Additionally, Mr. Shrinsky will receive options to purchase shares of our Class A Common Stock pursuant to our Non-Employee Director Stock Option Plan. Mr. Shrinsky will hold his options for the benefit of his law firm, Kaye, Scholer, Fierman, Hays & Handler, LLP. See "Executive Compensation -- Stock Plans -- Non-Employee Director Stock Option Plan." \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001018332_l-1_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001018332_l-1_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..33548fd1e6120e42eda54377777fdbfa9a9f4dc7 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001018332_l-1_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Finnegan, Hickey, Dinsmoor & Johnson, P.C., Boston, Massachusetts will opine on our behalf as to certain legal matters in connection with the shares being registered hereby. Charles J. Johnson, one of our directors, is a member of the firm of Finnegan, Hickey, Dinsmoor & Johnson, P.C. See "Management" on page 37. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001019180_software_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001019180_software_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..3e991134abe5a98b61dcf9ba782fd9aa455c6c4f --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001019180_software_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the common stock offered hereby will be passed upon for Software.com by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California. Certain legal matters will be passed upon for the underwriters by Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, Menlo Park, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001020292_u-s_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001020292_u-s_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..50bb39e41b79e3698b889a939ea4423474af4b19 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001020292_u-s_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Securities offered hereby will be passed upon for the Company by Dechert Price & Rhoads, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001023334_altiva_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001023334_altiva_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..975d44ecc1429a0b253cf58a9318faed70a98dbc --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001023334_altiva_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of common stock offered by this prospectus will be passed upon for the Company by King & Spalding, Atlanta, Georgia. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001026819_abovenet_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001026819_abovenet_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..5bbd2cd1937964d8bfa4c9314773f7b6e15296d4 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001026819_abovenet_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the common stock offered hereby will be passed upon for AboveNet and the selling stockholders by Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, Menlo Park, California. An investment partnership comprised of members of that firm beneficially owns a warrant to purchase 2,500 shares of our common stock at an exercise price of $5.20 per share. Certain legal matters in connection with this offering will be passed upon for the Underwriters by Pillsbury Madison & Sutro LLP, Palo Alto, California. Pillsbury Madison & Sutro LLP has acted and continues to act as counsel to us in connection with certain legal matters. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001030048_young_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001030048_young_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..44147c082451e69dc402df0abe8a35a37953315a --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001030048_young_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of common stock offered by this prospectus will be passed upon for Y&R by Cleary, Gottlieb, Steen & Hamilton, New York, New York. Certain legal matters in connection with the common stock offerings will be passed upon for the Underwriters by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001030827_avesta_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001030827_avesta_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..1bcb5a43436731eb05501b846f95ba7dc39ff59e --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001030827_avesta_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the common stock offered hereby will be passed upon for Avesta by Brobeck, Phleger & Harrison LLP, New York, New York. Certain legal matters will be passed upon for the underwriters by Morrison & Foerster LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001036419_netgravity_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001036419_netgravity_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..80f43e61ac81755de2297d757b0ea38b33cd4997 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001036419_netgravity_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the common stock offered hereby will be passed upon for the Company by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California. Certain legal matters in connection with the offering will be passed upon by Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, Menlo Park, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001036584_hoovers_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001036584_hoovers_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..26f32e1019a51d3e49e796c6f42f82df9c031ce6 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001036584_hoovers_legal_matters.txt @@ -0,0 +1 @@ +Legal Matters The validity of the common stock offered hereby will be passed upon for us by Brobeck, Phleger & Harrison LLP, Austin, Texas and for the underwriters by Davis Polk & Wardwell, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001036712_optel-inc_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001036712_optel-inc_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..61cf21fb69c8a11989a885363cebfa151b6e7211 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001036712_optel-inc_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the securities offered hereby and certain other legal matters in connection with the sale of securities offered hereby will be passed upon for the Company by Kronish Lieb Weiner & Hellman LLP, 1114 Avenue of the Americas, New York, New York 10036. Kronish Lieb Weiner & Hellman LLP acts as special counsel to VPC and GVL. Certain federal regulatory matters related to the Offering or described herein will be passed upon for the Company by Goldberg, Godles, Wiener & Wright, 1229 Nineteenth Street, N.W., Washington, D.C. 20036, the Company's FCC counsel. Certain legal matters relating to the sale of the Underwritten Shares offered in the Underwritten Offering will be passed upon for the Underwriters by Cahill Gordon & Reindel (a partnership including a professional corporation), 80 Pine Street, New York, New York 10005. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001036824_cybear-inc_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001036824_cybear-inc_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..36219c2d66c4979466a1eeac8943dbcf7412846e --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001036824_cybear-inc_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS - -------------------------------------------------------------------------------- Broad and Cassel, a partnership including professional associations, Miami, Florida will give an opinion for Cybear regarding the validity of the common stock offered under this prospectus. Greenberg Traurig, P.A., Miami, Florida will give an opinion for the underwriters regarding the validity of the common stock offered under this prospectus. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001037682_waterlink_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001037682_waterlink_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..09be51dd7930a54a010ee595146784796251606b --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001037682_waterlink_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of common stock offered by this prospectus will be passed upon for us by Benesch, Friedlander, Coplan & Aronoff LLP, Cleveland, Ohio. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001038133_heska-corp_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001038133_heska-corp_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..e197b19f9e998353dfcfc55dd1c244f868d31c99 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001038133_heska-corp_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the validity of the common stock offered hereby will be passed upon for the Company by Pillsbury Madison & Sutro LLP, San Francisco, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001038262_home_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001038262_home_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..163d30f55e85321e3a42c63570ad28f0b7365a58 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001038262_home_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters in connection with the Shares offered hereby will be passed upon for the Company by D'Ancona & Pflaum. Arthur Don, a member of D'Ancona & Pflaum, acts as the Secretary for the Company, a non-executive position as defined in the Company's By-laws. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001038367_peace_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001038367_peace_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..ad3100f44678ab8335a3326468d5003d6181404b --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001038367_peace_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Legal matters with respect to the validity of the Class B shares being offered hereby are being passed upon for us by a member of Page Fraser & Associates, Vancouver, British Columbia, Canada. Legal matters related to the offering are being passed upon for us by Brand Farrar & Buxbaum LLP, Los Angeles, California, with respect to U.S. law, and for the underwriters by Troy & Gould Professional Corporation, Los Angeles, California. Legal matters related to Canadian legal matters are being passed upon for the underwriters by Bull, Housser & Tupper, Vancouver, British Columbia, Canada. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001042821_pervasive_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001042821_pervasive_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..1c059664e2507157d8f2a19be7fcfd4772af53a8 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001042821_pervasive_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the common stock offered hereby will be passed upon for us by Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, Austin, Texas. Certain legal matters in connection with the offering will be passed upon for the underwriters by Brobeck, Phleger & Harrison LLP, Austin, Texas. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001045828_pnv-inc_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001045828_pnv-inc_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..7b2217b08e4fb0465dc59087efcbf3d598a8ce91 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001045828_pnv-inc_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of common stock offered hereby will be passed upon for us by Kilpatrick Stockton LLP, Raleigh, North Carolina. James M. O'Connell, a partner in the law firm of Kilpatrick Stockton LLP, is a general partner of Nelgo Investments, a general partnership that owns 270,810 shares of our common stock. Mr. O'Connell owned 17.0% of Nelgo Investments as of September 30, 1999. Mr. O'Connell is the son of Daniel K. O'Connell, a director of PNV. Certain legal matters in connection with this offering will be passed upon for the underwriters by Swidler Berlin Shereff Friedman, LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001047125_local_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001047125_local_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..b855070fe6bb0dd0024625a9c9d9eea3ecea6a09 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001047125_local_legal_matters.txt @@ -0,0 +1 @@ +CERTAIN LEGAL MATTERS The validity of the Local Securities offered hereby was passed upon for the Company by Elias, Matz, Tiernan & Herrick L.L.P., Washington, D.C. Certain members of Elias, Matz, Tiernan & Herrick L.L.P. beneficially own shares of the Company's Common Stock. The aggregate amount of such holdings of Common Stock do not exceed 22,800 shares. ADDITIONAL INFORMATION The Company has filed with the Commission a Registration Statement (of which this Prospectus is a part) on Form S-1 (the "Registration Statement") under the Securities Act, with respect to the Local Securities offered hereby. This Prospectus does not contain all the information \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001047427_cvc-inc_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001047427_cvc-inc_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..d337fc13c95c5f371db4689988877ef4f6410bef --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001047427_cvc-inc_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of common stock offered hereby will be passed upon for CVC by Dewey Ballantine LLP, New York, New York and for the Underwriters by Testa, Hurwitz & Thibeault, LLP, Boston, Massachusetts. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001048044_telelogic_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001048044_telelogic_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..6ec5718fcf01b336a1d3827518805103fcd3968c --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001048044_telelogic_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the common stock offered in this prospectus will be passed upon for Continuus by Cooley Godward LLP, San Diego, California. Certain legal matters in connection with the offering will be passed upon for the underwriters by Wilson Sonsini Goodrich & Rosati, P.C., Palo Alto, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001048142_xponential_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001048142_xponential_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..9a306ddfc0128dcfce392ad1526295b2dd7b4560 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001048142_xponential_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Securities offered hereby will be passed upon for the Company by Jordaan & Pennington, P.L.L.C., Dallas, Texas. Certain legal matters in connection with the sale of the Securities offered hereby will be passed on for the managing broker dealer by Tom Herbelin, Dallas, Texas. Members of Jordaan & Pennington, P.L.L.C. own beneficially an aggregate of 74,933 shares of Common Stock, 5,486 Series A Warrants, and 5,486 Series B Warrants. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001050132_maker_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001050132_maker_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..17f5260dc5fbad084450ccd56c417ffd06e1362e --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001050132_maker_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of common stock offered hereby will be passed upon for Maker by Hutchins, Wheeler & Dittmar, A Professional Corporation, Boston, Massachusetts. Richard M. Stein and Robert P. Sherman, each a stockholder of Hutchins, Wheeler & Dittmar, own an aggregate of 15,132 shares of common stock of Maker. Richard M. Stein is also the Assistant Secretary of Maker. Certain legal matters in connection with the offering will be passed upon for the underwriters by Testa, Hurwitz & Thibeault, LLP, Boston, Massachusetts. 53 Underwriting/Legal Matters \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001050277_consumer_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001050277_consumer_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..fed34274eaf4c73c1b4e2251dc53db8706c93dfe --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001050277_consumer_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the shares of Common Stock offered hereby will be passed upon for the Company by Richardson & Associates, Santa Monica, California. Mark J. Richardson, Esq. and Laura Murtagh, Esq, members of the law firm, are a director and corporate secretary of CNM, respectively, positions which they have held since September 30, 1998. Mr. Richardson and Ms. Murtagh have stock options in CNM. See "MANAGEMENT." \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001050524_bti_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001050524_bti_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..1666cf892c6839a35e92e47e8e549b5ae479d220 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001050524_bti_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the common stock offered hereby will be passed on for us by Wyrick Robbins Yates & Ponton LLP, Raleigh, North Carolina. Certain legal matters in connection with the offering will be passed on for the underwriters by Shearman & Sterling, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001051253_sfx_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001051253_sfx_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..49910f872a189d3514145ac1f36e0e690d8a535b --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001051253_sfx_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Class A common stock offered hereby will be passed upon for SFX by Winston & Strawn, New York, New York. Certain legal matters relating to this offering will be passed upon for the U.S. Underwriters and the International Managers by Latham & Watkins, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001051285_precept_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001051285_precept_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..88cefdece0a9b402edcdbcb6cd0e6175a9998ef6 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001051285_precept_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the validity of the Class A Common Stock to be offered hereby will be passed upon by Jackson Walker L.L.P. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001052303_terayon_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001052303_terayon_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..c232abcad8772d1da8f44292744b60019af106dc --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001052303_terayon_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Cooley Godward llp ("Cooley Godward"), San Francisco, California. Certain legal matters related to the offering will be passed upon for the Underwriters by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California. As of the date of this Prospectus, certain partners and associates of Cooley Godward own through an investment partnership an aggregate of 36,668 shares of Common Stock of the Company. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001052439_command_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001052439_command_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..19cb2eb094a1f7730faeafbe264af639f372427c --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001052439_command_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of issuance of the 2,760,000 shares which were properly registered was passed upon for us by Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Boston, Massachusetts, our former securities counsel which served as our counsel in the initial public offering. The validity of the issuance of the additional 345,000 shares was passed upon for us by Fulbright & Jaworski L.L.P., New York, New York. Certain legal matters were passed upon for the underwriters by Buchanan Ingersoll, Princeton, New Jersey. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001053689_silicon_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001053689_silicon_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..679825d78ab61a2217ed0d5a00831b3569a2ccc3 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001053689_silicon_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the common stock offered by this prospectus will be passed upon for Silicon Entertainment by Gray Cary Ware & Freidenrich LLP, Palo Alto, California. Certain legal matters in connection with this offering will be passed upon for the underwriters by Brobeck, Phleger & Harrison LLP, San Francisco, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001054853_provant_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001054853_provant_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..12d940fc55077169a5f2d2f6e98bf59915892c8a --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001054853_provant_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of common stock offered by this prospectus will be passed upon for PROVANT by Nutter, McClennen & Fish, LLP, Boston, Massachusetts. Certain legal matters related to this offering will be passed upon for the underwriters by Ropes & Gray, Boston, Massachusetts. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001056750_who_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001056750_who_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..10ac3d19d6b6c3da6b092e8ab58ab955a15223ea --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001056750_who_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the rights and shares of Common Stock offered hereby will be passed upon for the Company by Morgan, Lewis & Bockius LLP, Philadelphia, Pennsylvania. Certain legal matters in connection with this offering are being passed upon for the underwriters by Drinker Biddle & Reath LLP, Philadelphia, Pennsylvania. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001057412_jwgenesis_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001057412_jwgenesis_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..40d2c075b975d6c411ee87ad70dbf814101633b7 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001057412_jwgenesis_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the securities offered hereby has been passed upon for the Company by Kilpatrick Stockton LLP, Atlanta, Georgia. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001058703_allegiance_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001058703_allegiance_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..6b5ce610974421c7f2564c6e8680861128c84ddb --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001058703_allegiance_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the common stock offered hereby will be passed upon for Allegiance by Kirkland & Ellis (a partnership including professional corporations), Chicago, Illinois. Certain legal matters will be passed upon for the underwriters by Shearman & Sterling, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001059155_goremote_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001059155_goremote_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..a4e6cabe03df32c9b43d0954e8dd16cb38d70e93 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001059155_goremote_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Fenwick & West LLP, Palo Alto, California, will provide a legal opinion regarding the validity of the issuance of the shares of common stock offered under this prospectus. Gibson, Dunn & Crutcher LLP, San Francisco, California, will pass upon specified legal matters on behalf of the underwriters. A partnership comprised of partners of Fenwick & West LLP owns 10,714 shares of our Series D Preferred Stock. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001059786_mips_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001059786_mips_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..c1fc7bcc37a52d3ea7e7bf87002aee4c92e075d3 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001059786_mips_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Class A common stock offered hereby will be passed upon for us by Shearman & Sterling, Menlo Park, California, and for the Underwriters by Venture Law Group, A Professional Corporation, Menlo Park, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001060439_overture_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001060439_overture_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..fda4cf5cdf5f7135cbd180ddfeed0221399e7dad --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001060439_overture_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the common stock in the offering will be passed upon for GoTo.com by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California. Certain legal matters will be passed upon for the underwriters by Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, Menlo Park, California. As of the date of this prospectus, certain investment partnerships composed of certain current and former members of and persons associated with Wilson Sonsini Goodrich & Rosati, Professional Corporation, as well as certain individual attorneys of this firm, beneficially own an aggregate of 164,894 shares of GoTo.com's common stock on an as-converted to common stock basis. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001060595_troy_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001060595_troy_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..0e242c36567026be6af819ebf72a1526772c199d --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001060595_troy_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the common stock offered hereby will be passed upon for us by Oppenheimer Wolff & Donnelly LLP, San Jose, California. Certain legal matters relating to this offering will be passed upon for the underwriters by Morris, Manning & Martin, L.L.P., Atlanta, Georgia. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001060801_critical_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001060801_critical_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..2ea370aa9739337d898e15419ba6bc26706744ed --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001060801_critical_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the validity of the common stock offered hereby are being passed upon for Critical Path by Wilson Sonsini Goodrich & Rosati, Palo Alto, California. Certain legal matters in connection with this offering will be passed upon for the underwriters by Cooley Godward LLP, San Francisco, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001061244_netcom_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001061244_netcom_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..9ad327b096c5daf4920f4190ea2968515f5bd789 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001061244_netcom_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the common stock offered hereby will be passed upon for us by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California. Steven E. Bochner, a member of Wilson Sonsini Goodrich & Rosati, and other attorneys of Wilson Sonsini Goodrich & Rosati beneficially own 11,802 shares of our common stock. In addition, WS Investment Company 97B, an investment fund for the benefit of attorneys of Wilson Sonsini Goodrich & Rosati, owns 11,801 shares of our common stock. Certain legal matters in connection with the offering will be passed upon for the underwriters by Gray Cary Ware & Freidenrich LLP, Palo Alto, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001061310_multex_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001061310_multex_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..187ff6ea32e655257e77327893ba10493692d2fd --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001061310_multex_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the common stock offered will be passed upon for us by Brobeck, Phleger & Harrison LLP, New York, New York. Various legal matters in connection with the offering will be passed upon for the underwriters by Hale and Dorr LLP, Boston, Massachusetts. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001061384_interactiv_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001061384_interactiv_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..15ffa7dea838847a17a0ea80d444637b3bb2ef95 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001061384_interactiv_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the common stock offered will be passed upon for us by Baker, Donelson, Bearman & Caldwell, a professional corporation, Memphis, Tennessee. Members of Baker, Donelson, Bearman & Caldwell, in the aggregate, beneficially own 8,502 shares of our common stock. Holland and Knight LLP, Tampa, Florida, will pass upon legal matters for the selling shareholders. Legal matters in connection with this offering will be passed upon for the underwriters by Cahill Gordon & Reindel, a partnership including a professional corporation, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001061419_air_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001061419_air_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..76388e34b9d1cc6bd924d01693cebe7ce849b0e0 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001061419_air_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the legality of the issuance of the Notes offered hereby will be passed upon for the Company by Brobeck, Phleger & Harrison LLP, Irvine, California. Richard A. Fink, a member of Brobeck, Phleger & Harrison LLP, is Secretary of the Company and owns 40,000 shares of common stock. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001061420_santa_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001061420_santa_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..76388e34b9d1cc6bd924d01693cebe7ce849b0e0 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001061420_santa_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the legality of the issuance of the Notes offered hereby will be passed upon for the Company by Brobeck, Phleger & Harrison LLP, Irvine, California. Richard A. Fink, a member of Brobeck, Phleger & Harrison LLP, is Secretary of the Company and owns 40,000 shares of common stock. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001062292_xo-group_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001062292_xo-group_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..60303f171bfeb6b16129bcfd4521721f1ae4ef30 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001062292_xo-group_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the common stock offered by this prospectus will be passed upon for us by Brobeck, Phleger & Harrison LLP, New York, New York. Various legal matters in connection with the offering will be passed upon for the underwriters by Testa, Hurwitz & Thibeault, LLP, Boston, Massachusetts. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001062515_nationsren_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001062515_nationsren_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..5db8317653908cf0c273f88569bf1b0c41cb3eaf --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001062515_nationsren_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Akerman, Senterfitt & Eidson, P.A., Miami, Florida. Certain attorneys at Akerman, Senterfitt & Eidson, P.A. currently own shares of Common Stock. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001062621_softworks_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001062621_softworks_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..4d462d5758dc9c5e1775075cc23d68fed893fa2d --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001062621_softworks_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the common stock offered hereby will be passed upon for us by the law firm of Blau, Kramer, Wactlar & Lieberman, P.C., Jericho, New York. Members of Blau, Kramer, Wactlar & Lieberman, P.C. own an aggregate of 20,000 shares of our common stock. Certain matters will be passed upon for the underwriters by Morrison & Foerster LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001063085_catapult_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001063085_catapult_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..d6ca83ce2a203350e29970a49ed8b8582576e88a --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001063085_catapult_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters in connection with the issuance of the securities being offered hereby will be passed upon for the Company and the Selling Stockholders by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California. Certain legal matters in connection with this offering will be passed upon for the Underwriters by Cooley Godward LLP, San Francisco, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001063193_flashnet_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001063193_flashnet_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..c2ffea98f9d81d938e9dfe59494d2b61e36cc56c --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001063193_flashnet_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the common stock offered hereby will be passed upon for us by Cantey & Hanger, L.L.P., Fort Worth, Texas and certain legal matters in connection with this offering will be passed upon for us by Brobeck, Phleger & Harrison LLP, Austin, Texas. Certain legal matters in connection with this offering will be passed upon for the underwriters by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001063662_sage-inc_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001063662_sage-inc_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..99e933ae9f738aff248625c0bae5b8903c09d73a --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001063662_sage-inc_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of our common stock being offered hereby will be passed upon for us by Morrison & Foerster LLP, San Francisco, California. Certain legal matters in connection with the offering will be passed upon for the underwriters by Brobeck Phleger & Harrison LLP, San Francisco, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001064033_nationwide_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001064033_nationwide_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..d25fd0306fe5bcf1368d610efd5390055de42276 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001064033_nationwide_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed on for the Company by Stinson, Mag & Fizzell, P.C., Kansas City, Missouri. Certain legal matters in connection with the sale of the Common Stock offered hereby will be passed upon for the Underwriters by Piper & Marbury L.L.P., Baltimore, Maryland. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001065351_inet_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001065351_inet_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..79e6ef340b35e2163edd2b30a8c19e9056a3e77b --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001065351_inet_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company and the Selling Stockholders by Brobeck, Phleger & Harrison LLP, Austin, Texas. Certain legal matters in connection with the offerings will be passed upon for the Underwriters by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001065359_furnishing_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001065359_furnishing_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..0aeb7a6db8891206998d72cdfd45a698b21f47c8 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001065359_furnishing_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS LifeStyle is involved in various routine legal proceedings incident to the ordinary course of its business. LifeStyle believes that the outcome of all pending legal proceedings in the aggregate will not have a material adverse effect on the consolidated financial condition or results of operations of LifeStyle. BACKLOG The combined backlog of LifeStyle as of March 31, 1999 aggregated approximately $319 million, compared to approximately $325 million as of March 31, 1998. 57 60 MANAGEMENT EXECUTIVE OFFICERS AND DIRECTORS The following table sets forth certain information as of March 31, 1999 concerning the directors and executive officers of LifeStyle:
NAME AGE POSITION - ---- --- -------- Wayne B. Lyon........................ 66 Chairman of the Board, President and Chief Executive Officer Donald L. Barefoot................... 44 Executive Vice President -- Operations Douglas C. Barnard................... 40 Vice President, General Counsel and Secretary Alan D. Cole......................... 49 Executive Vice President Ronald J. Hoffman.................... 54 Vice President, Treasurer and Chief Financial Officer Richard M. Cashin, Jr. .............. 45 Director David L. Johnston.................... 57 Director Robert C. Larson..................... 64 Director John A. Morgan....................... 68 Director David F. Thomas...................... 49 Director Martin D. Walker..................... 66 Director
Mr. Lyon has been Chairman of the Board, President and Chief Executive Officer of LifeStyle since 1996. He has been a director of Masco for more than the past five years, and was Masco's President and Chief Operating Officer until retiring in 1996. Mr. Lyon is also a director of Comerica Incorporated and Emco Limited. Mr. Barefoot has been Executive Vice President -- Operations of LifeStyle since 1997. He was President and Chief Executive Officer of ASC Incorporated from 1994 to 1997. Previously, Mr. Barefoot was President of the Wiegand Industrial Division of Emerson Electric Company from 1991 to 1994. Mr. Barnard has been Vice President, General Counsel and Secretary of LifeStyle since 1996. He was an Associate Corporate Counsel of Masco from 1992 to 1996. Previously, Mr. Barnard was a partner at the law firm of Kirkland & Ellis in Chicago. Mr. Cole has been Executive Vice President of LifeStyle since 1997. He was Group Vice President of LifeStyle's Berkline and BenchCraft units from 1994 to 1997, and President of Berkline from 1991 to 1997. Mr. Cole has served in various executive marketing and general management positions in the furniture industry since 1972. Mr. Hoffman has been Vice President, Treasurer and Chief Financial Officer of LifeStyle since 1996. Mr. Hoffman was Vice President and Group Controller of Masco's Home Furnishings Group from 1993 to 1996, and a Group Controller of Masco prior to joining the Home Furnishings Group. Mr. Cashin has been a Director of LifeStyle since 1996. He has been President since 1994, and a Managing Director for more than the past five years, of Citicorp Venture Capital, Ltd. In addition, Mr. Cashin serves as a director of Cable Systems International, Delco Remy International, Euramax International plc, Fairchild Semiconductor, Freedom Forge, Gerber Childrenswear, Hoover Group, IPC Information Systems, MSX International, Thermal Engineering and Titan Wheel International Inc. Mr. Johnston has been a Director of LifeStyle since 1997. He has been a professor of law at McGill University, Montreal, Canada, since 1979, and was the Principal of McGill from 1979 to 1994. Mr. Johnston is a director of Seagram Company, Canada Trust, Emco Limited and CGI Ltd. Mr. Larson has been a Director of LifeStyle since 1997. He was the Chairman of the Taubman Realty Group, which owns, develops and operates regional shopping centers, from 1990 until his retirement in 1998. In addition, Mr. Larson has been Vice Chairman of the Board of Directors of Taubman Centers, Inc., the managing partner of the Taubman Realty Group, since its inception in 1992. Mr. Larson also serves as non-executive director of Bass plc, the London based group operating in hotels, leisure retailing and branded drinks. 58 61 Mr. Morgan has been a Director of LifeStyle since 1996. He has been a partner in the investment banking firm of Morgan, Lewis, Githens & Ahn since founding that firm in 1982. Mr. Morgan is a director of Masco and MascoTech, Inc., and also serves as a trustee of the Provident Loan Society of New York. Mr. Thomas has been a Director of LifeStyle since 1996. He has been President of 399 Venture Partners, Inc. since 1994 and has been a Managing Director of Citicorp Venture Capital, Ltd. for more than the past five years. Mr. Thomas is a director of American Commercial Lines, L.L.C., Anvil Knitwear, Inc., Galey & Lord Incorporated, Neenah Corporation, Plainwell Inc. and Stage Stores, Inc. Mr. Walker has been a Director of LifeStyle since 1996. He is currently serving as Chairman and Chief Executive Officer of the M.A. Hanna Company, a position to which he was elected on October 7, 1998. He held this position previously from September 1986 until December 1996, and then continued as Chairman of the Board until June 30, 1997 when he retired. Mr. Walker is a director of Comerica Incorporated, The Goodyear Tire & Rubber Company, M.A. Hanna Company, Lexmark International, Inc., Meritor Automotive, Inc., The Reynolds & Reynolds Company, Textron Inc. and The Timken Company. Classes and Terms. The Certificate of Incorporation (the "Charter") and By-Laws (the "By-Laws") to be adopted by LifeStyle in the merger of LFI with and into FII (the "Merger") provide that, initially, four of LifeStyle's seven directors (the "Common Directors") will be elected by the holders of the Class A Common Stock and Series C Convertible Preferred Stock, voting together as a single class. The holders of the Series C Convertible Preferred Stock are also entitled to elect two directors voting as a separate class (the "Series C Directors"), and holders of the Series B Convertible Preferred Stock have the right to elect one director voting as a separate class (the "Series B Director"). If at any time the number of Common Directors, together with the Series B Director, is equal to or greater than six, then the holder of the Series C Convertible Preferred Stock will be entitled to elect an additional Series C Director. In matters submitted to a vote of the Board of Directors, each director has one vote, except that the Series B Director has a reduced vote under certain circumstances. If the Institutional Stockholders (as defined below) own less than 5% of LifeStyle's common equity (on a fully diluted basis), the Series C Preferred Stock will automatically convert into Class A Common Stock, and the rights of the Series C Preferred Stock to elect Series C Directors will automatically terminate. Upon such conversion, the Series C Directors will be automatically removed from the LFI Board and replaced with Common Directors. Similarly, if Masco owns less than 5% of LifeStyle's common equity (on a fully diluted basis), the Series B Preferred Stock will automatically convert into Class A Common Stock, and the rights of the Series B Preferred Stock to elect the Series B Director will automatically terminate. Upon such conversion, the Series B Director will be automatically removed from the LFI Board and replaced with a Common Director. See "Description of Capital Stock -- Preferred Stock." The Charter also provides that the directors of LifeStyle will be classified into three classes, with the directors in each class serving for three-year terms and until their successors are elected, except that the initial terms of the current directors of LifeStyle will expire at the 2000, 2001 and 2002 annual meetings of the stockholders of LifeStyle, depending upon the particular class in which each such director is placed. Messrs. Thomas and Walker will comprise the class of directors with terms expiring in 2000, Messrs. Johnston and Morgan the class of directors with terms expiring in 2001, and Messrs. Cashin, Larson and Lyon the class of directors with terms expiring in 2002. The Charter provides that additional persons elected to the Board of Directors will be added to a particular class of directors to be determined at the time of such election so that the number of directors in each class will be as nearly equal as practicable. Officers serve at the pleasure of the Board of Directors. Board Committees. It is contemplated that three committees of the Board of Directors will be established: the Executive Committee, the Compensation and Benefits Committee (the "Compensation Committee") and the Audit Review Committee. Members of the Compensation Committee will be persons who are not full-time employees of LifeStyle or any of its subsidiaries. A majority of the members of the Audit Review Committee will be unaffiliated directors. The Executive Committee will have all authority, consistent with the Delaware General Corporation Law (the "DGCL"), as may be granted to it by the Board of Directors. Accordingly, the Executive Committee may have and may exercise all the powers and authority of the Board of Directors in the oversight of the 59 62 management of the business and affairs of LifeStyle, to the extent permitted by the DGCL. Messrs. Lyon, Morgan and Thomas will comprise the initial members of the Executive Committee. The Compensation Committee will administer the bonus, incentive compensation and management stock plans of LifeStyle, and review and approve the salaries and other benefits of the executive officers of LifeStyle. In addition, this Committee will consult with LifeStyle's management regarding pension and other benefit plans and compensation policies and practices of LifeStyle. Messrs. Cashin, Morgan and Thomas will comprise the initial members of the Compensation Committee. The Audit Review Committee will review the professional services to be provided by LifeStyle's independent auditors and the independence of such auditors from the management of LifeStyle. This Committee will also review the scope of the audit by LifeStyle's independent auditors, the annual financial statements of LifeStyle, LifeStyle's system of internal accounting controls and internal audit function, and such other matters with respect to the accounting, auditing and financial reporting practices and procedures of LifeStyle as it may find appropriate or as may be brought to its attention. Messrs. Johnston, Larson and Walker will comprise the initial members of the Audit Review Committee. Director Nomination Procedures. The By-Laws will provide that nominations for election of the Common Directors will be made by the Board of Directors or by any stockholder entitled to vote in the election of the Common Directors. The By-Laws will require that stockholders intending to nominate candidates for election as the Common Directors deliver written notice thereof to the Secretary of LifeStyle not less than 90 days and not greater than 120 days in advance of the meeting of stockholders (or in certain circumstances not later than the close of business on the tenth day following the day of announcement of the date of the meeting). The notice will be required to set forth certain information concerning such stockholder and the stockholder's nominees. 60 63 EXECUTIVE COMPENSATION The following tables and notes summarize the annual and long-term compensation of LifeStyle's chief executive officer and the other four most highly paid executive officers (collectively, the "named executive officers") for the years ended December 31, 1998 and 1997 and the period from August 6, 1996 to December 31, 1996. The named executive officers did not receive any compensation from LifeStyle prior to August 6, 1996. SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG-TERM COMPENSATION AWARDS -------------------------- ---------------------------------------- OTHER ANNUAL RESTRICTED ALL OTHER COMPENSATION STOCK COMPENSATION NAME AND PRINCIPAL POSITION YEAR SALARY BONUS (1) AWARDS(2) (3) - --------------------------- ---- -------- -------- ------------ ---------- ------------ Wayne B. Lyon.................... 1998 $519,231 $166,500 $129,078 $ -- $33,550 Chairman of the Board, 1997 500,000 250,000 107,661 -- 27,370 President and Chief Executive 1996 192,308 380,000(4) -- 108,805 14,838 Officer Donald L. Barefoot(5)............ 1998 369,600 60,300 -- 11,840 129,916 Executive Vice President -- 1997 148,077 180,000 -- 21,760 2,457 Operations Douglas C. Barnard............... 1998 193,727 33,300 -- -- 10,444 Vice President, General Counsel 1997 172,150 27,000 -- -- 24,509 and Secretary 1996 63,462 40,000 15,955 10,880 24,946 Alan D. Cole(6).................. 1998 369,600 60,300 -- -- 19,048 Executive Vice President 1997 324,635 225,000 -- 5,440 47,764 Ronald J. Hoffman................ 1998 200,335 35,000 -- -- 12,246 Vice President, Treasurer and 1997 177,200 27,750 -- -- 11,228 Chief Financial Officer 1996 65,385 45,000 -- 13,600 6,301
- --------------- (1) This column includes the following: (i) tax reimbursement payments; (ii) personal use of the LifeStyle airplane (for 1998: Mr. Lyon -- $66,451) and (iii) personal use of a LifeStyle automobile. (2) The dollar amounts included in the table are based on an assumed value of $ per share, which was the book value per share attributable to the Common Stock on August 5, 1996 (or, in the case of the 1998 award to Mr. Barefoot, $ per share, which was the comparable book value per share on August 31, 1997). The recipients of the Restricted Stock are parties to the Stockholders Agreement which, among other things, provides that the Restricted Stock will vest in increments of 20% per year so long as the holder of such stock remains employed by LifeStyle. In certain events, the vesting will be accelerated. Dividends, if any, are payable to the holders as and when declared and paid. Because LifeStyle had no publicly-traded capital stock prior to the Offerings, there has not been any market determination of the dollar value of the Restricted Stock as of December 31, 1998. (3) This column includes the following: (i) LifeStyle contributions and allocations under LifeStyle's defined contribution retirement plans for the accounts of each of the named executive officers (for 1998: Mr. Lyon -- $7,730, Mr. Barefoot -- $7,730, Mr. Barnard -- $7,730, Mr. Cole -- $7,730, Mr. Hoffman -- $7,730); (ii) LifeStyle contributions to the group term life insurance plan for each of the named executive officers (for 1998: Mr. Lyon -- $8,820, Mr. Barefoot -- $714, Mr. Barnard -- $714, Mr. Cole -- $1,218, Mr. Hoffman -- $2,016); (iii) LifeStyle contributions and allocations under LifeStyle's Benefit Restoration Plan (for 1998: Mr. Lyon -- $17,000, Mr. Barefoot -- $10,100, Mr. Barnard -- $2,000, Mr. Cole -- $10,100 and Mr. Hoffman -- $2,500); and (iv) in the case of Mr. Barefoot $111,372, received in 1998 as reimbursement in connection with his relocation. (4) This figure includes an amount Mr. Lyon received in connection with his efforts in securing bank debt, subordinated debt and securitized receivables financing for LifeStyle's acquisition in August 1996 of the Predecessor. (5) Includes amounts since Mr. Barefoot joined LifeStyle on July 21, 1997. 61 64 (6) Includes amounts Mr. Cole received from LifeStyle's Berkline subsidiary in 1997 prior to his joining LifeStyle in his present capacity on February 17, 1997. In connection with Mr. Cole's relocation to LifeStyle, LifeStyle made a loan to Mr. Cole in the principal amount of $160,000, payable on demand; such loan bears interest at a rate of 6.0% per annum. MANAGEMENT STOCK OWNERSHIP Approximately 180 of our senior managers currently own approximately 21% of LifeStyle's Common Stock on a diluted basis (assuming conversion of all convertible stock and vesting of all management stock), or % after giving effect to the Offerings and the Reorganization. PENSION PLAN TABLE The named executive officers participate in pension plans maintained by LifeStyle for certain of its salaried employees. The following table shows estimated annual retirement benefits payable for life at age 65 for various levels of compensation and service under these plans.
YEARS OF SERVICE(1) ------------------------------------------------------------- REMUNERATION(2) 5 10 15 20 25 30 - --------------- ------- ------- -------- -------- -------- -------- $100,000 $ 5,645 $11,290 $ 16,935 $ 22,580 $ 28,225 $ 33,870 200,000 11,290 22,580 33,870 45,161 56,451 67,741 300,000 16,935 33,870 50,806 67,741 84,676 101,611 400,000 22,580 45,161 67,741 90,321 112,902 135,482 500,000 28,225 56,451 84,676 113,902 141,127 169,352 600,000 33,870 67,741 101,611 135,482 169,352 203,223
- --------------- (1) The plans provide credit for employment with LifeStyle and, except for Mr. Lyon, for prior employment with Masco and certain affiliates of Masco. Vesting occurs after five full years of employment or upon retirement at or after attaining age 65. The benefit amounts set forth in the table above have been converted from the plans' calculated five-year certain and life benefit and are not subject to reduction for Social Security benefits or for other offsets, except to the extent that pension or equivalent benefits are payable, other than to Mr. Lyon, under a Masco plan or a plan of certain affiliates of Masco. The table does not depict limitations under the Internal Revenue Code of 1986, as amended (the "Code"), on tax-qualified plans because one of the plans is a non-qualified plan established by LifeStyle to restore, for certain salaried employees (including the named executive officers), benefits that are otherwise limited by the Code. For each year of credited service prior to July 1, 1971, there is an additional annual benefit equal to 0.2% of final average earnings in excess of $9,000. Approximate years of credited service for the named executive officers participating in the plan are: Mr. Lyon -- 3; Mr. Barefoot -- 2; Mr. Barnard -- 7; Mr. Cole -- 10 and Mr. Hoffman -- 30. (2) For purposes of determining benefits payable, remuneration is equal to the average of the highest five consecutive January 1 annual base salary rates paid by LifeStyle prior to retirement. LIFESTYLE FURNISHINGS INTERNATIONAL LTD. 1999 EQUITY INCENTIVE PLAN LifeStyle's Board of Directors has adopted, and LifeStyle's stockholders have approved, the LifeStyle Furnishings International Ltd. 1999 Equity Incentive Plan (the "1999 Plan"). The purpose of the 1999 Plan is to promote the interests of LifeStyle and its stockholders by (i) attracting and retaining exceptional officers, employees, directors and consultants of LifeStyle and its affiliates; (ii) motivating such officers, employees, directors and consultants by means of performance-related incentives to achieve longer-range performance goals; and (iii) enabling such officers, employees, directors and consultants to participate in the long-term growth and financial success of LifeStyle. The 1999 Plan is administered by the Compensation Committee, which has broad discretion as to the specific terms and conditions of each award, including the exercise price of options, the vesting of awards and 62 65 the effect on an award of the death, retirement, or other termination of employment of the participant. The Board of Directors may generally amend, alter or terminate the 1999 Plan at any time. The Compensation Committee may amend or modify the terms of any outstanding award, but only with the consent of the participant if that amendment would impair his or her rights. If certain corporate transactions or events affecting shares of Class A Common Stock or the structure of LifeStyle occur, the Compensation Committee may make certain adjustments as set forth in the 1999 Plan. Under the 1999 Plan, shares of Class A Common Stock will be available for awards. If any shares of Class A Common Stock covered by an award granted under the Plan are forfeited, an award is settled for cash or otherwise terminates or is canceled without the delivery of shares of Class A Common Stock, then the shares of Class A Common Stock covered by such award will again become shares of Class A Common Stock with respect to which awards may be granted. Eligibility to participate in the 1999 Plan is limited to officers, employees, consultants and other representatives of LifeStyle and its subsidiaries, who are selected by the Compensation Committee, and members of LifeStyle's Board of Directors. Participation in the 1999 Plan is at the discretion of the Compensation Committee. No officer or employee may be granted awards covering more than shares of Class A Common Stock in any calendar year. The 1999 Plan permits the granting of (i) stock options that qualify as "Incentive Stock Options" under the Code, (ii) options other than Incentive Stock Options, (iii) stock appreciation rights granted either alone or in tandem with other awards under the 1999 Plan, (iv) restricted share awards and restricted share units, (v) performance awards and (vi) other stock-based awards. Unless earlier terminated by LifeStyle's Board of Directors, the 1999 Plan will terminate on the tenth anniversary of the date of this Prospectus. DIRECTOR COMPENSATION The directors of LifeStyle who are officers or employees of LifeStyle do not presently receive compensation for their services as directors. Directors of LifeStyle are entitled to reimbursement of their reasonable out-of-pocket expenses in connection with their travel to and attendance at meetings of the Board of Directors or committees thereof. The directors of LifeStyle who are not also officers or employees of LifeStyle receive an annual fee of $25,000, a portion of which may be paid in Class A Common Stock as described below, plus $1,000 for each meeting attended. In addition, directors will be granted options relating to Class A Common Stock as described below. From time to time, an investment banking firm of which Mr. Morgan is a partner performs investment banking and other related services for LifeStyle. Fees payable by LifeStyle to such firm for financial advisory services for 1998, and for services provided in connection with the Reorganization and the Offerings, total $750,000, plus expenses. 1999 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS LifeStyle's Board of Directors has adopted, and LifeStyle's stockholders have approved, LifeStyle's 1999 Non-Employee Director Stock Plan (the "Director Stock Plan"). The purpose of the Director Stock Plan is to promote the interests of LifeStyle and its stockholders by increasing the proprietary interest of non- employee directors in the growth and performance of LifeStyle. Directors of LifeStyle who are not officers or employees of LifeStyle ("Eligible Directors") are eligible to participate in the Director Stock Plan. The Director Stock Plan will be administered by the Board of Directors. Subject to the provisions of the Director Stock Plan, the Board of Directors shall be authorized to interpret the Director Stock Plan, to establish, amend, and rescind any rules and regulations relating to it and to make all other determinations necessary or advisable for its administration. The Director Stock Plan may be amended by LifeStyle's Board of Directors subject, in certain cases, to the authorization and approval of LifeStyle's stockholders. Pursuant to the Director Stock Plan, upon their initial election to the Board of Directors (or in the case of Eligible Directors first elected to the Board of Directors prior to the consummation of the Offerings, on the effective date of the Offerings), each new Eligible Director is granted options to acquire shares of 63 66 Class A Common Stock at a price equal to the then fair market value of such shares. On the first business day of each fiscal year of LifeStyle commencing thereafter, each Eligible Director will be granted an option to purchase additional shares of Class A Common Stock at a per share exercise price equal to the fair market value of a share of Class A Common Stock on that date. Each option will: (i) vest in annual 20% increments commencing on the first anniversary of the grant date; and (ii) expire on the earlier of the tenth anniversary of the date of grant and one year from the date on which the grantee of an option ceases to be an Eligible Director. In addition, the Director Stock Plan provides that each Eligible Director may elect to receive up to 100% of such Eligible Director's annual fee in unrestricted shares of Class A Common Stock. The maximum number of shares of Class A Common Stock in respect of which options may be granted and shares awarded in lieu of annual fees under the Director Stock Plan is shares of Class A Common Stock, except that any options that are forfeited, terminated or canceled will again be available for awards. No option may be granted or shares awarded under the Director Stock Plan after the tenth anniversary of the date of this Prospectus. 64 67 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS STOCKHOLDERS AGREEMENT LifeStyle and its current stockholders, including 399 and certain other institutions and related individuals (the "Institutional Stockholders"), Masco and certain management investors (the "Management Stockholders") (collectively, the "Stockholders"), are parties to a Stockholders Agreement containing certain agreements among the Stockholders with respect to the capital stock of LifeStyle. The Stockholders Agreement provides for certain restrictions on transfer by Management Stockholders, including, subject to certain exceptions, the right of LifeStyle to repurchase shares held by Management Stockholders upon termination of employment at a formula price. In addition, subject to certain exceptions, the Institutional Stockholders and Masco have rights to participate on a pro-rata basis in certain privately negotiated sales of capital stock by the other, and the Management Stockholders have rights to participate on a pro-rata basis in certain privately negotiated sales of capital stock by the Institutional Stockholders. REGISTRATION RIGHTS AGREEMENT LifeStyle has entered into a Registration Rights Agreement with the Stockholders covering all of their Common Stock (the "Registration Rights Agreement"), representing shares as of March 31, 1999. The following description of the Registration Rights Agreement is subject to and qualified in its entirety by reference to the Registration Rights Agreement, which has been filed as an exhibit to the Registration Statement of which this Prospectus is a part. The Institutional Stockholders, Masco and their permitted transferees have been granted the right on one or more occasions to require LifeStyle to file up to a specified number of registration statements with the Securities and Exchange Commission (the "Commission") registering the shares held by them, subject to certain limited exceptions. In addition, the Stockholders and their permitted transferees have been granted the right, subject to certain restrictions, to require LifeStyle to include shares held by the Stockholders in any registration statements filed by LifeStyle with the Commission. LifeStyle has agreed to pay certain expenses relating to any registration of shares effected pursuant to the Registration Rights Agreement and to indemnify the Stockholders against certain liabilities in connection with any such registration. ACQUISITION ARRANGEMENTS LifeStyle acquired the Predecessor from Masco on August 5, 1996 pursuant to an Acquisition Agreement (the "Acquisition Agreement") for a purchase price of approximately $1.1 billion. Certain provisions of the Acquisition Agreement remain in effect for a specified period following the acquisition as contractual obligations between Masco and LifeStyle. The following summarizes these provisions of the Acquisition Agreement, and is subject to and qualified in its entirety by references to the Acquisition Agreement, which has been filed as an Exhibit to the Registration Statement of which this Prospectus is a part. Masco has made various representations, warranties and covenants respecting the Predecessor, and the Acquisition Agreement provides for indemnification by Masco in the event of any breach of such representations, warranties or covenants. Other than with respect to certain tax, environmental, employee benefits and other specified liabilities, as of the date of the Offerings, Masco has no continuing indemnification obligations to LifeStyle. With respect to such remaining obligations, with certain exceptions, Masco will not be obligated to make payments for the first $15.0 million of indemnifiable claims nor be obligated to make payments of more than $100.0 million. The Acquisition Agreement provides that Masco has the exclusive right to undertake certain activities relating to environmental matters pertaining to LifeStyle for which Masco may be responsible under the indemnification provisions with the prior written consent of LifeStyle, such consent not to be unreasonably withheld. LifeStyle will cooperate with Masco regarding these activities and, with certain exceptions, reimburse Masco for reasonable costs and expenses until LifeStyle has incurred damages in specified amounts. Masco has agreed that it will not on or prior to August 5, 2001 engage in the design or manufacture of certain furniture and fabric products (the "Restricted Activities") or acquire an interest in an entity that would result in Masco having annual revenues from Restricted Activities that exceed certain levels. As part of the acquisition of the Predecessor, LifeStyle entered into a Transition Services Agreement, effective as of August 5, 1996, pursuant to which Masco provided to LifeStyle certain corporate support, 65 68 administrative, data processing, legal, environmental and other services through April 1997. Masco continues to provide certain such services on a limited basis. See Note 14 to the Financial Statements. PURCHASE OF STOCK FROM 399 In March 1997, pursuant to an option granted earlier by 399, LifeStyle acquired from 399 (i) shares of Common Stock at $ per share and (ii) 13,770 shares of Series A-2 Preferred Stock at $100 per share plus accreted dividends. Such shares were reissued to certain members of management (but not to any of the named executive officers). SIMMONS SPIN-OFF On June 30, 1998, LifeStyle distributed the stock of its Simmons subsidiary, on a pro-rata basis, to the holders of LifeStyle's Class D Common Stock, par value $.01 per share (the "Class D Common Stock"), in exchange for their Class D Common Stock. Prior to the spin-off, Simmons was a separately managed, operated and financed business. THE REORGANIZATION Concurrently with the Offerings, LifeStyle is entering into the following series of reorganization transactions designed to simplify its corporate and capital structure: (i) the outstanding capital stock will be reclassified and split such that LifeStyle's capital stock outstanding upon consummation of the Offerings, and after giving effect to the transactions described below, will be as described below under "Description of Capital Stock" and the ownership of such stock will be as described below under "Security Ownership of Certain Beneficial Owners and Management," (ii) LFI will be merged with and into FII, which will change its name to LifeStyle Furnishings International Ltd., (iii) LifeStyle will issue to Masco shares of Series B Convertible Preferred Stock for a purchase price of $89.8 million, with a corresponding reduction in the amount issued to Masco to the extent the underwriters' overallotment options are exercised concurrently with the consummation of the Offerings, (iv) LifeStyle will redeem all of the outstanding shares of Series A-2 Preferred Stock and certain shares of Series A-1 Preferred Stock held by individuals affiliated with 399 (approximately 80,545 shares and 49,772 shares, respectively, as of March 31, 1999) for a cash purchase price of $100 per share, and LifeStyle will exchange shares of Series B Convertible Preferred Stock and Series C Convertible Preferred Stock for all of the remaining shares of Series A-1 Preferred Stock (approximately 1,053,548 shares as of March 31, 1999), having first paid in cash the accrued but unpaid dividends on both the Series A-1 and the Series A-2 Preferred Stock ($4.0 million as of March 31, 1999), and (v) LifeStyle will use the net proceeds of the Offerings and the cash proceeds of the other financings to repay in full the PIK Debt owed to Masco ($388.5 million as of March 31, 1999). For purposes of the transactions described in clauses (iii) and (iv) above, shares of Series B Convertible Preferred Stock and Series C Convertible Preferred Stock will be valued at a price per share equal to the initial public offering price of the Class A Common Stock offered hereby (less a negotiated 5.5% discount), and shares of Series A-1 Preferred Stock will be valued at a price per share of $100. HOMELIFE LOAN On February 1, 1999, using borrowings under its Credit Facility, LifeStyle purchased a subordinated note in the principal amount of $35.0 million from HL, an affiliate of 399, in connection with HL's acquisition of the HomeLife furniture retailing division of Sears. The note is unsecured, will accrue interest at an annual rate of 11.0% (or 11.5% if this interest is paid in kind at the option of HL) and is due in 2004. The note is subordinated in payment to $10.0 million of senior debt of HL, the guarantee by HL of a $95.0 million credit facility of its subsidiary and any other guarantee by HL of subsidiary debt. The HomeLife division being acquired by HL has been a long-time customer of LifeStyle. It is expected that following this acquisition, LifeStyle and HomeLife will enjoy an enhanced business relationship on an on-going basis. 66 69 SHARES ELIGIBLE FOR FUTURE SALE Upon completion of the Reorganization and the Offerings, there will be shares of Class A Common Stock outstanding (assuming that the Underwriters do not exercise their over-allotment options), of which the shares sold in the Offerings will be tradeable without restriction by persons other than "affiliates" of LifeStyle. In addition, upon completion of the Reorganization and the Offerings, there will be shares of Class B Common Stock, shares of Series B Convertible Preferred Stock and shares of Series C Convertible Preferred Stock outstanding, each of which is convertible, subject to certain ownership and regulatory restrictions, at the option of the holder into an equal number of shares of Class A Common Stock (assuming, for purposes of the Stock Subscription and the exchange of shares of Series B Convertible Preferred Stock and Series C Convertible Preferred Stock for Series A-1 Preferred Stock, an initial public offering price of $ per share (the midpoint of the range set forth on the cover page hereof)). The conversion of these shares could give rise to the perception that such shares will be sold in the market, which could cause a drop in the market price of the Class A Common Stock. Shares of Class A Common Stock, other than the shares sold in the Offerings and approximately shares that have been held for more than two years (except those held by "affiliates"), may be deemed "restricted" securities within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), and, as such, may not be sold in the absence of registration under the Securities Act, or an exemption therefrom, including the exemptions contained in Rule 144 under the Securities Act. In general, under Rule 144 as currently in effect, a person (or persons whose shares are required to be aggregated) who is deemed to have beneficially owned shares of an issuer for at least one year, including an "affiliate," is entitled to sell, within any three-month period, a number of shares that does not exceed the greater of 1% of the then outstanding number of shares of such class or the average weekly trading volume in composite trading of all such shares on all national securities exchanges during the four calendar weeks preceding the filing of the required notice of such sale, provided that the issuer has been a reporting company for at least ninety days. Sales under Rule 144 are also subject to certain manner of sale provisions, notice requirements and the availability of current public information about LifeStyle. A person (or persons whose shares are required to be aggregated) who is not deemed an affiliate of an issuer and who has beneficially owned shares for at least two years is entitled to sell such shares under Rule 144 without regard to the volume, manner of sale and notice restrictions described above. Affiliates continue to be subject to such restrictions. As defined in Rule 144, an "affiliate" of an issuer is a person that directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, such issuer. Certain parties to the Stockholders Agreement have the right, subject to certain limitations, to require LifeStyle to file a specified number of registration statements with the Commission registering the shares held by them. See "Certain Relationships and Related Transactions -- Registration Rights Agreement." LifeStyle, its executive officers and directors and its other current stockholders have agreed, subject to certain limited exceptions, not to directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of or otherwise dispose of or transfer any shares of Class A Common Stock or securities convertible into or exchangeable or exercisable for Class A Common Stock whether now owned or thereafter acquired by the person executing the agreement or with respect to which the person executing the agreement thereafter acquires the power of disposition, or file a registration statement under the Securities Act with respect to the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, the economic consequence of ownership of the Class A Common Stock whether any such swap or transaction is to be settled by delivery of Class A Common Stock or other securities, in cash or otherwise, without the prior written consent of Merrill Lynch on behalf of the Underwriters for a period of 180 days after the date of this Prospectus. 67 70 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information as of March 31, 1999, after giving effect to the Reorganization (assuming, for purposes of the Stock Subscription and the exchange of shares of Series B Convertible Preferred Stock and Series C Convertible Preferred Stock for Series A-1 Preferred Stock, an initial public offering price of $ per share (the midpoint of the range set forth on the cover page hereof)), and to the termination of a voting trust for the management investors in connection with the Offerings, regarding beneficial ownership of Class A Common Stock, Class B Common Stock, Series B Convertible Preferred Stock and Series C Convertible Preferred Stock (i) by each person known by LifeStyle to own beneficially more than 5% of the outstanding Class A Common Stock, Class B Common Stock, Series B Convertible Preferred Stock or Series C Convertible Preferred Stock, (ii) by each director of LifeStyle, (iii) by each of the named executive officers of LifeStyle, and (iv) by all executive officers and directors of LifeStyle as a group. Except as otherwise indicated, each named person has voting and investment power over the listed shares held by such person, and such voting and investment power is exercised solely by the named person or shared with a spouse.
SERIES B CONVERTIBLE SERIES C CONVERTIBLE CLASS A COMMON CLASS B COMMON PREFERRED PREFERRED --------------------- --------------------- --------------------- --------------------- OWNED TO BE OWNED TO BE OWNED TO BE OWNED TO BE PRIOR TO OWNED PRIOR TO OWNED PRIOR TO OWNED PRIOR TO OWNED THE AFTER THE THE AFTER THE THE AFTER THE THE AFTER THE NAME AND ADDRESS OFFERINGS OFFERINGS OFFERINGS OFFERINGS OFFERINGS OFFERINGS OFFERINGS OFFERINGS ---------------- --------- --------- --------- --------- --------- --------- --------- --------- 399 Venture Partners, Inc.(and certain affiliates)(1).......... Masco Corporation(2).............. CCT Partners III, L.P.(1)(3)...... Wayne B. Lyon(4)(5)............... Donald L. Barefoot(5)............. Douglas C. Barnard(5)............. Alan D. Cole(5)................... Ronald J. Hoffman(5).............. Richard M. Cashin, Jr.(1)(6)...... David L. Johnston(7).............. Robert C. Larson(8)............... John A. Morgan(9)................. David F. Thomas(1)(6)............. Martin D. Walker(10).............. All directors and executive officers as a group (eleven persons)(11)....................
- --------------- * Less than 1.0%. (1) Address is 399 Park Avenue, New York, NY. 399 is a wholly owned subsidiary of Citigroup Inc. (2) Masco has advised LifeStyle that Masco is restricted from holding more than 19.9% of the Common Stock. Masco's address is 21001 Van Born Road, Taylor, MI. (3) CCT Partners III, L.P. ("CCT") is a limited partnership, the partners of which consist of Messrs. Cashin and Thomas and other officers and key employees of Citigroup Inc. and its subsidiaries, including 399. Shares held by CCT are not included in the table as shares beneficially owned by 399. (4) Amounts shown consist of shares of Class A Common Stock and Class B Common Stock held by an estate planning trust for the benefit of Mr. Lyon's family members, all of which shares may be deemed to be beneficially owned by Mr. Lyon. Mr. Lyon disclaims beneficial ownership of all such shares. (footnotes continued on following page) 68 71 (5) Address is 4000 Lifestyle Court, High Point, NC. (6) Amounts shown include shares held by 399, which may be deemed to be beneficially owned by Messrs. Cashin and Thomas. Messrs. Cashin and Thomas disclaim beneficial ownership of such shares. In addition, amounts shown for Messrs. Cashin and Thomas include shares of Class A Common Stock, shares of Class B Common Stock and shares of Series C Convertible Preferred Stock held directly by each. Amounts shown for Messrs. Cashin and Thomas exclude shares held by CCT, a limited partnership in which each has an indirect economic interest as a limited partner. (7) Address is 3690 Peel Street, Montreal, Quebec, Canada. (8) Amounts shown consist of shares held by a limited partnership for the benefit of Mr. Larson's family members. Address is 200 East Long Lake Road, Bloomfield Hills, MI. (9) Address is 767 Fifth Avenue, New York, NY. (10) Address is 200 Public Square, Suite 36-5000, Cleveland, OH 44114. (11) Amounts shown include: shares held by 399, which may be deemed to be beneficially owned by Messrs. Cashin and Thomas; and shares held by an estate planning trust for the benefit of Mr. Lyon's family members, which may be deemed to be beneficially owned by Mr. Lyon; Messrs. Cashin and Thomas disclaim beneficial ownership of shares held by 399; and Mr. Lyon disclaims beneficial ownership of shares owned by an estate planning trust for the benefit of Mr. Lyon's family members. (footnotes continued on following page) 69 72 DESCRIPTION OF CAPITAL STOCK GENERAL The following summary of LifeStyle's capital stock does not purport to be complete and is subject to and qualified in its entirety by LifeStyle's Charter and By-Laws, copies of which have been filed as exhibits to the Registration Statement of which this Prospectus is a part, and the laws of the State of Delaware. The Charter and By-Laws will take effect upon the consummation of the Merger, which will take place concurrently with the consummation of the Offerings. The Charter authorizes the issuance of shares of capital stock, consisting of shares of Class A Common Stock, shares of Class B Common Stock and shares of preferred stock. As of March 31, 1999, on a pro forma basis after giving effect to the Reorganization, shares of Class A Common Stock were outstanding, shares of Class B Common Stock were outstanding, shares of Series B Convertible Preferred Stock were outstanding and shares of Series C Convertible Preferred Stock were outstanding. As of March 31, 1999, on a pro forma basis after giving effect to the Reorganization, there were holders of Class A Common Stock and holders of Class B Common Stock. As of March 31, 1999, on a pro forma basis giving effect to the Reorganization, shares of Class A Common Stock were reserved for issuance upon conversion of the Class B Common Stock and the Series B and Series C Convertible Preferred Stock. The pro forma number of shares of Convertible Preferred Stock assumes, for purposes of both the Stock Subscription and the exchange of shares of Series B and Series C Convertible Preferred Stock for shares of Series A-1 Preferred Stock, an initial public offering price of $ per share (the midpoint of the range set forth on the cover page hereof). COMMON STOCK Class A Common Stock. Holders of Class A Common Stock are entitled to one vote for each share of Class A Common Stock held on each matter submitted to a vote of stockholders, other than the election of the director elected by the Series B Convertible Preferred Stock (the "Series B Director") and the directors elected by the Series C Convertible Preferred Stock (the "Series C Directors"). Holders of Class A Common Stock are not entitled to cumulative voting. Shares of Class A Common Stock have no preemptive or other subscription rights and are convertible by any holder of Class A Common Stock into an equal number of shares of Class B Common Stock at any time if the holder has determined that it or one of its affiliates might be subject to certain regulatory or accounting problems defined in the Charter due to its holding Class A Common Stock. Class B Common Stock. Holders of the Class B Common Stock have no right to vote on matters submitted to a vote of stockholders, except as otherwise required by law. Shares of Class B Common Stock have no preemptive or other subscription rights and are convertible by any holder of Class B Common Stock into an equal number of Class A Common Stock at any time, subject to certain restrictions. Conversion of the Class B Common Stock into shares of Class A Common Stock would result in a decrease in the voting power of the holders of the previously outstanding Class A Common Stock and the holders of the Class A Common Stock offered hereby. Dividends. All holders of Common Stock are entitled to receive such dividends or other distributions, if any, as may be declared from time to time by the Board of Directors in its discretion out of funds legally available therefor, subject to the prior rights of any preferred stock then outstanding, and to share equally, share for share, in such dividends or other distributions as if all shares of Common Stock were of a single class. Dividends or other distributions declared or paid in shares of Common Stock, or options, warrants or rights to acquire such stock or securities convertible into or exchangeable for shares of such stock, are payable to all of the holders of Common Stock ratably according to the number of shares held by them, denominated in shares of Class A Common Stock to holders of that class of stock and shares of Class B Common Stock to holders of that class of stock. Liquidation. Subject to the prior rights of holders of all classes of stock outstanding having prior rights with respect to the assets of LifeStyle, upon the liquidation or dissolution of LifeStyle, the holders of Common 70 73 Stock are entitled to share ratably according to the number of shares held by them in all assets remaining available for distribution to stockholders. Full Payment and Non-Assessability. All outstanding shares of Common Stock are, and the shares to be issued by LifeStyle pursuant to the Offerings will be, fully paid and non-assessable. PREFERRED STOCK Series B Convertible Preferred Stock and Series C Convertible Preferred Stock. Each share of Series B Convertible Preferred Stock and Series C Convertible Preferred Stock (together, the "Convertible Preferred") is convertible, at the holder's election, into one share of either Class A or Class B Common Stock. Shares of Convertible Preferred are only convertible, however, by a holder that has determined that it can effect such conversion without giving rise to certain accounting or regulatory problems for itself or one of its affiliates. Shares of Convertible Preferred that are transferred to any third party (other than to certain permitted transferees) automatically convert into shares of Class A Common Stock. Series B Convertible Preferred Stock has exclusive voting rights with respect to the election of the Series B Director. Series B Convertible Preferred Stock also has voting rights on an as-if-converted basis, subject to an aggregate limit (including any other voting securities held by Masco) of 15%, with respect to all matters presented to stockholders, other than with respect to the election of the Series C Directors and the Common Directors. All of the Series B Convertible Preferred Stock will automatically convert into Class A Common Stock if Masco ceases to own at least 5% of LifeStyle's common equity on a fully diluted basis. Series C Convertible Preferred Stock has exclusive voting rights with respect to the election of the Series C Directors. Series C Convertible Preferred Stock also has voting rights on an as-if-converted basis, subject to a limit of 19.9%, with respect to all matters presented to stockholders, other than with respect to the election of the Series B Director. All of the Series C Convertible Preferred Stock will automatically convert into Class A Common Stock if the Institutional Stockholders cease to own at least 5% of LifeStyle's common equity on a fully diluted basis. Holders of Convertible Preferred participate in dividends or distributions paid to holders of Class A and Class B Common Stock to the same extent as if they had converted their Convertible Preferred into shares of Common Stock. Both classes of Convertible Preferred rank pari passu with respect to participations in dividends and distributions, and both classes of Convertible Preferred rank senior to Common Stock. Upon the dissolution, liquidation or winding-up of the Company, the holders of issued and outstanding shares of Convertible Preferred shall be entitled to receive for each such share, out of the assets of the Company available for distribution to stockholders, before any payment or distribution shall be made to the holders of Common Stock, an amount per share of Convertible Preferred in cash equal to the greater of (i) for each such share of Convertible Preferred and (ii) the amount per share that would be received by a holder of the number of shares of Common Stock into which such share of Convertible Preferred is convertible on the record date for such distribution (such amount to be determined based on the number of shares of Common Stock issued and outstanding on a fully diluted basis and assuming conversion of all shares of Convertible Preferred). Additional Series. The Board of Directors, without further stockholder authorization, is authorized to issue additional shares of preferred stock in one or more classes or series and to fix the rights, preferences and privileges of each additional class or series, including dividend rights and preferences over dividends on the Common Stock, conversion rights, voting rights (in addition to those provided by law) and the terms of any sinking fund therefor, and rights upon liquidation, including preferences over the Common Stock. The issuance of any such preferred stock may have the effect of delaying or preventing transactions involving a change of control of LifeStyle, including transactions in which stockholders might otherwise receive a substantial premium for their shares over then current market prices, and may limit the ability of the stockholders to approve transactions that they deem to be in their best interests. LIMITATION ON DIRECTORS' LIABILITY The Charter excuses LifeStyle's directors to the fullest extent permitted by Delaware law from any liability to LifeStyle or its stockholders for monetary damages for breach of their fiduciary duties. Under existing Delaware law, directors would not be liable except under certain circumstances, including breach of 71 74 the director's duty of loyalty, acts or omissions not in good faith or involving intentional misconduct or a knowing violation of law or any transaction from which the director derived improper personal benefit. The inclusion of this provision in the Charter may have the effect of reducing the likelihood of derivative litigation against directors and may discourage or deter stockholders or LifeStyle from bringing a lawsuit against directors of LifeStyle for breach of their duty of care. However, the provision does not affect the availability of equitable remedies such as an injunction or rescission. REGISTRAR AND TRANSFER AGENT First Union National Bank is the Registrar and Transfer Agent for LifeStyle's Class A Common Stock. CERTAIN CORPORATE GOVERNANCE MATTERS In addition to the provisions relating to the classification of the Board of Directors and the nomination procedures described in "Management -- Executive Officers and Directors," LifeStyle's Charter and By-Laws provide, in general, that (i) the number of directors of LifeStyle will be fixed within a specified range by a majority of the total number of LifeStyle directors then in office, (ii) the directors of LifeStyle in office from time to time (with certain exceptions) will fill any vacancy or newly created directorship involving one or more of the Common Directors with any new director to serve in the class of directors to which he or she is so elected, (iii) Common Directors of LifeStyle may only be removed for cause by the holders of at least 66 2/3% of LifeStyle's outstanding Shares of Class A Common Stock and Series C Convertible Preferred Stock, voting together as a single class, (iv) stockholder action can be taken only at an annual or special meeting of stockholders and not by written consent in lieu of a meeting, (v) special meetings of stockholders may be called only by the Chairman of the Board of Directors, by a majority vote of the directors of LifeStyle then in office, the holders of a majority of the Series B Convertible Preferred Stock or the holders of a majority of the Series C Convertible Preferred Stock, and (vi) subject to certain exceptions, the Board of Directors may postpone and reschedule any previously scheduled annual or special meeting of stockholders. The By-Laws also require that stockholders desiring to bring any business before an annual meeting of stockholders deliver written notice thereof to the Secretary of LifeStyle not less than 90 days nor more than 120 days in advance of the meeting of stockholders; provided, however, that in the event that the date of the meeting is not publicly announced by LifeStyle by press release or inclusion in a report filed with the Commission or furnished to stockholders 100 days or more prior to the meeting, notice by the stockholder to be timely must be received by the Secretary of LifeStyle not later than the close of business on the 10th day following the day on which such announcement of the date of the meeting was so communicated. The By-Laws further require that the notice by the stockholder set forth a description of the business to be brought before the meeting and the reasons for conducting such business at the meeting and certain information concerning the stockholder proposing such business. Under applicable provisions of the DGCL, the approval of a Delaware company's board of directors, in addition to stockholder approval, is required to adopt any amendment to the company's certificate of incorporation, but a company's by-laws may be amended either by action of its stockholders or, if the company's certificate of incorporation so provides, its board of directors. However, LifeStyle's Charter and By-Laws provide that certain of the provisions summarized above and certain other provisions, including those relating to the classification of the Board of Directors and nominating procedures, may not be amended by the stockholders, without the affirmative vote of the holders of at least 80% of LifeStyle's voting stock, voting together as a single class. LifeStyle's Charter authorizes the Board of Directors to approve amendments to the By-Laws. The foregoing provisions of LifeStyle's Charter and the provisions of the By-Laws relating to advance notice of stockholder nominations may discourage or make more difficult the acquisition of control of LifeStyle by means of a tender offer, open market purchase, proxy contest or otherwise. These provisions are intended to discourage, or may have the effect of discouraging, certain types of coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of LifeStyle first to negotiate with LifeStyle. LifeStyle's management believes that the foregoing measures provide benefits by enhancing LifeStyle's potential ability to negotiate with the proponent of any unfriendly or unsolicited proposal to take over or restructure LifeStyle that outweigh the disadvantages of discouraging such proposals because, among other things, negotiation of such proposals could result in an improvement of their terms. 72 75 CERTAIN U.S. FEDERAL TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF CLASS A COMMON STOCK The following is a general discussion of certain U.S. federal income and estate tax consequences of the ownership and disposition of Common Stock by a beneficial owner thereof that is a "Non-U.S. Holder." A "Non-U.S. Holder" is a person or entity that, for U.S. federal income tax purposes, is a non-resident alien individual, a foreign corporation, a foreign partnership, or a foreign estate or trust. This discussion is based on the Internal Revenue Code of 1986, as amended (the "Code"), and administrative interpretations as of the date hereof, all of which are subject to change, including changes with retroactive effect. This discussion does not address all aspects of U.S. federal income and estate taxation that may be relevant to Non-U.S. Holders in light of their particular circumstances and does not address any tax consequences arising under the laws of any state, local or foreign jurisdiction. Prospective holders should consult their tax advisors with respect to the particular tax consequences to them of owning and disposing of Common Stock, including the consequences under the laws of any state, local or foreign jurisdiction. DIVIDENDS Subject to the discussion below, dividends paid to a Non-U.S. Holder of Common Stock generally will be subject to withholding tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. For purposes of determining whether tax is to be withheld at a 30% rate or at a reduced rate as specified by an income tax treaty, LifeStyle ordinarily will presume that dividends paid on or before December 31, 2000 to an address in a foreign country are paid to a resident of such country absent knowledge that such presumption is not warranted. Under United States Treasury Regulations issued on October 6, 1997, which are applicable to dividends paid after December 31, 1999 (the "New Regulations"), to obtain a reduced rate of withholding under a treaty, a Non-U.S. Holder will generally be required to provide an Internal Revenue Service Form W-8 certifying such Non-U.S. Holder's entitlement to benefits under a treaty. The New Regulations also provide special rules to determine whether, for purposes of determining the applicability of a tax treaty, dividends paid to a Non-U.S. Holder that is an entity should be treated as paid to the entity or those holding an interest in that entity. There will be no withholding tax on dividends paid to a Non-U.S. Holder that are effectively connected with the Non-U.S. Holder's conduct of a trade or business within the United States if a Form 4224 stating that the dividends are so connected is filed with LifeStyle. Instead, the effectively connected dividends will be subject to regular U.S. income tax in the same manner as if the Non-U.S. Holder were a U.S. resident. A non-U.S. corporation receiving effectively connected dividends may also be subject to an additional "branch profits tax" that is imposed, under certain circumstances, at a rate of 30% (or such lower rate as may be specified by an applicable treaty) of the non-U.S. corporation's effectively connected earnings and profits, subject to certain adjustments. Under the New Regulations, Form W-8 will replace Form 4224. Generally, LifeStyle must report to the U.S. Internal Revenue Service the amount of dividends paid, the name and address of the recipient, and the amount, if any, of tax withheld. A similar report is sent to the holder. Pursuant to tax treaties or certain other agreements, the U.S. Internal Revenue Service may make its reports available to tax authorities in the recipient's country of residence. Dividends paid to a Non-U.S. Holder at an address within the United States may be subject to backup withholding imposed at a rate of 31% if the Non-U.S. Holder fails to establish that it is entitled to an exemption or to provide a correct taxpayer identification number and certain other information. Under current United States federal income tax law, backup withholding imposed at a rate of 31% generally will not apply to dividends paid on or before December 31, 2000 to a Non-U.S. Holder at an address outside the United States (unless the payer has knowledge that the payee is a U.S. Person). Under the New Regulations, however, a Non-U.S. Holder will be subject to backup withholding unless applicable certification requirements are met. 73 76 GAIN ON DISPOSITION OF COMMON STOCK A Non-U.S. Holder generally will not be subject to U.S. federal income tax with respect to gain realized on a sale or other disposition of Common Stock unless (i) the gain is effectively connected with a trade or business of such holder in the United States, (ii) in the case of certain Non-U.S. Holders who are non-resident alien individuals and hold the Common Stock as a capital asset, such individuals are present in the United States for 183 or more days in the taxable year of the disposition, (iii) the Non-U.S. Holder is subject to tax pursuant to the provisions of the Code regarding the taxation of U.S. expatriates, or (iv) LifeStyle is or has been a "U.S. real property holding corporation" within the meaning of Section 897(c)(2) of the Code at any time within the shorter of the five-year period preceding such disposition or such holder's holding period. LifeStyle is not, and does not anticipate becoming, a U.S. real property holding corporation. INFORMATION REPORTING REQUIREMENTS AND BACKUP WITHHOLDING ON DISPOSITION OF COMMON STOCK Under current United States federal income tax law, information reporting and backup withholding imposed at a rate of 31% will apply to the proceeds of a disposition of Common Stock effected by or through a U.S. office of a broker unless the disposing holder certifies as to its non-U.S. status or otherwise establishes an exemption. Generally, U.S. information reporting and backup withholding will not apply to a payment of disposition proceeds where the transaction is effected outside the United States through a non-U.S. office of a non-U.S. broker. However, U.S. information reporting requirements (but not backup withholding) will apply to a payment of disposition proceeds where the transaction is effected outside the United States by or through an office outside the United States of a broker that is either (i) a U.S. person, (ii) a foreign person which derives 50% or more of its gross income for certain periods from the conduct of a trade or business in the United States, (iii) a "controlled foreign corporation" for U.S. federal income tax purposes or (iv) in the case of payments made after December 31, 2000, a foreign partnership with certain connections to the United States, unless such broker has documentary evidence in its files of the holder's non-U.S. status and has no actual knowledge to the contrary or unless the holder establishes an exemption. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained, provided that the required information is furnished to the U.S. Internal Revenue Service. FEDERAL ESTATE TAX An individual Non-U.S. Holder who is treated as the owner of, or has made certain lifetime transfers of, an interest in the Common Stock will be required to include the value thereof in his gross estate for U.S. federal estate tax purposes, and may be subject to U.S. federal estate tax unless an applicable estate tax treaty provides otherwise. 74 77 UNDERWRITING Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"), Salomon Smith Barney Inc., Credit Suisse First Boston Corporation and First Union Capital Markets Corp. are acting as representatives (the "U.S. Representatives") of each of the Underwriters named below (the "U.S. Underwriters"). Subject to the terms and conditions set forth in a U.S. purchase agreement (the "U.S. Purchase Agreement") between LifeStyle and the U.S. Underwriters, and concurrently with the sale of shares of Class A Common Stock to the International Managers (as defined below), LifeStyle has agreed to sell to the U.S. Underwriters, and each of the U.S. Underwriters severally and not jointly has agreed to purchase from LifeStyle, the number of shares of Class A Common Stock set forth opposite its name below.
NUMBER OF SHARES U.S. UNDERWRITERS --------- Merrill Lynch, Pierce, Fenner & Smith Incorporated................................... Salomon Smith Barney Inc. .................................. Credit Suisse First Boston Corporation...................... First Union Capital Markets Corp. .......................... -------- Total.......................................... ========
LifeStyle has also entered into an international purchase agreement (the "International Purchase Agreement") with certain underwriters outside the United States and Canada (the "International Managers" and, together with the U.S. Underwriters, the "Underwriters") for whom Salomon Brothers International Limited, Merrill Lynch International, Credit Suisse First Boston (Europe) Limited and First Union Capital Markets Corp. are acting as lead managers (the "Lead Managers"). Subject to the terms and conditions set forth in the International Purchase Agreement, and concurrently with the sale of shares of Class A Common Stock to the U.S. Underwriters pursuant to the U.S. Purchase Agreement, LifeStyle has agreed to sell to the International Managers, and the International Managers severally have agreed to purchase from LifeStyle, an aggregate of shares of Class A Common Stock. The initial public offering price per share and the total underwriting discount per share of Class A Common Stock are identical under the U.S. Purchase Agreement and the International Purchase Agreement. In the U.S. Purchase Agreement and the International Purchase Agreement, the several U.S. Underwriters and the several International Managers, respectively, have agreed, subject to the terms and conditions set forth therein, to purchase all of the shares of Class A Common Stock being sold pursuant to each such agreement if any of the shares of Class A Common Stock being sold pursuant to such agreement are purchased. Under certain circumstances, under the U.S. Purchase Agreement and the International Purchase Agreement, the commitments of non-defaulting Underwriters may be increased. The closings with respect to the sale of shares of Class A Common Stock to be purchased by the U.S. Underwriters and the International Managers are conditioned upon one another. The U.S. Representatives have advised LifeStyle that the U.S. Underwriters propose initially to offer the shares of Class A Common Stock to the public at the initial public offering price set forth on the cover page of this Prospectus, and to certain dealers at such price less a concession not in excess of $ per share of Class A Common Stock. The U.S. Underwriters may allow, and such dealers may reallow, a discount not in excess of $ per share of Class A Common Stock on sales to certain other dealers. After the initial public offering, the public offering price, concession and discount may be changed. LifeStyle has granted options to the U.S. Underwriters, exercisable for 30 days after the date of this Prospectus, to purchase up to an aggregate of additional shares of Class A Common Stock at 75 78 the initial public offering price set forth on the cover page of this Prospectus, less the underwriting discount. The U.S. Underwriters may exercise these options solely to cover over-allotments, if any, made on the sale of the Class A Common Stock offered hereby. To the extent that the U.S. Underwriters exercise these options, each U.S. Underwriter will be obligated, subject to certain conditions, to purchase a number of additional shares of Class A Common Stock proportionate to such U.S. Underwriter's initial amount reflected in the foregoing table. LifeStyle has also granted options to the International Managers, exercisable for 30 days after the date of this Prospectus, to purchase up to an aggregate of additional shares of Class A Common Stock to cover over-allotments, if any, on terms similar to those granted to the U.S. Underwriters. The following table shows the per share and total public offering price, underwriting discount and proceeds, before expenses, to LifeStyle. This information is presented assuming either no exercise or full exercise by the Underwriters of their over-allotment options.
WITHOUT WITH PER SHARE OPTION OPTION --------- -------- -------- Public Offering Price...................................... $ $ $ Underwriting Discount...................................... $ $ $ Proceeds, before expenses, to LifeStyle.................... $ $ $
The expenses of the Offerings (exclusive of the underwriting discount) are estimated at $ and are payable by LifeStyle. The shares of Class A Common Stock are being offered by the several Underwriters, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of certain legal matters by counsel for the Underwriters and certain other conditions. The Underwriters reserve the right to withdraw, cancel or modify such offer and to reject orders in whole or in part. At the request of LifeStyle, the Underwriters have reserved for sale, at the initial public offering price, up to shares of the Class A Common Stock offered hereby to be sold to certain employees of LifeStyle and other persons. The number of shares of Class A Common Stock available for sale to the general public will be reduced to the extent such persons purchase such reserved shares. Any reserved shares which are not orally confirmed for purchase within one day of the pricing of the Offerings will be offered by the U.S. Underwriters to the general public on the same terms as the other shares offered hereby. LifeStyle, its executive officers and directors and its other current stockholders have agreed, subject to certain exceptions, not to directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of or otherwise dispose of or transfer any shares of Class A Common Stock or securities convertible into or exchangeable or exercisable for or repayable with Class A Common Stock, whether now owned or thereafter acquired by the person executing the agreement or with respect to which the person executing the agreement thereafter acquires the power of disposition, or file a registration statement under the Securities Act with respect to the foregoing or (ii) enter into any swap or other agreement that transfers, in whole or in part, the economic consequence of ownership of the Class A Common Stock whether any such swap or transaction is to be settled by delivery of Class A Common Stock or other securities, in cash or otherwise, without the prior written consent of Merrill Lynch on behalf of the Underwriters for a period of 180 days after the date of this Prospectus. See "Shares Eligible for Future Sale." The U.S. Underwriters and the International Managers have entered into an intersyndicate agreement (the "Intersyndicate Agreement") that provides for the coordination of their activities. Pursuant to the Intersyndicate Agreement, the U.S. Underwriters and the International Managers are permitted to sell shares of Class A Common Stock to each other for purposes of resale at the initial public offering price, less an amount not greater than the selling concession. Under the terms of the Intersyndicate Agreement, the U.S. Underwriters and any dealer to whom they sell shares of Class A Common Stock will not offer to sell or sell shares of Class A Common Stock to persons who are non-U.S. or non-Canadian persons or to persons they believe intend to resell to persons who are non-U.S. or non-Canadian persons, and the International Managers and any dealer to whom they sell shares of Class A Common Stock will not offer to sell or sell shares of 76 79 Class A Common Stock to U.S. persons or to Canadian persons or to persons they believe intend to resell to U.S. or Canadian persons, except in the case of transactions pursuant to the Intersyndicate Agreement. Prior to the Offerings, there has been no public market for the Class A Common Stock of LifeStyle. The initial public offering price will be determined through negotiations between LifeStyle and the U.S. Representatives and the Lead Managers. The factors considered in determining the initial public offering price, in addition to prevailing market conditions, are price-earnings ratios of publicly traded companies that the U.S. Representatives and the Lead Managers believe to be comparable to LifeStyle, certain financial information of LifeStyle, the history of, and the prospects for, LifeStyle and the industry in which it competes, and an assessment of LifeStyle's management, its past and present operations, the prospects for, and timing of, future revenues of LifeStyle, the present state of LifeStyle's development, and the above factors in relation to market values and various valuation measures of other companies engaged in activities similar to LifeStyle. There can be no assurance that an active trading market will develop for the Class A Common Stock or that the Class A Common Stock will trade in the public market subsequent to the Offerings at or above the initial public offering price. Application will be made to have the Class A Common Stock listed on the New York Stock Exchange, subject to notice of issuance, under the symbol "LFI." In order to meet the requirements for listing of the Class A Common Stock on that exchange, the U.S. Underwriters and the International Managers have undertaken to sell lots of 100 or more shares to a minimum of 2,000 beneficial owners. The Underwriters do not expect to confirm sales of the Class A Common Stock to any accounts over which they exercise discretionary authority. Affiliates of Salomon Smith Barney Inc. will own in excess of 10% of the outstanding Common Stock of LifeStyle. See "Security Ownership of Certain Beneficial Owners and Management." Consequently, the Offerings are being made pursuant to the provisions of Section 2720 of the Conduct Rules of the National Association of Securities Dealers, Inc. Pursuant to such provisions, the public offering price of an equity security can be no higher than the price recommended by a "qualified independent underwriter" meeting certain standards. In accordance with this requirement, Merrill Lynch will serve in such role, and the price of the Class A Common Stock will be no higher than that recommended by Merrill Lynch in its capacity as the qualified independent underwriter. In such capacity and in its capacity as one of the Underwriters, Merrill Lynch has participated in the preparation of the Registration Statement of which this Prospectus is a part and has performed due diligence with respect thereto. LifeStyle has agreed to indemnify Merrill Lynch, in its capacity as the qualified independent underwriter, against certain liabilities, including liabilities under the Securities Act. LifeStyle has agreed to indemnify the U.S. Underwriters and the International Managers against certain liabilities, including certain liabilities under the Securities Act, or to contribute to payments the U.S. Underwriters and International Managers may be required to make in respect thereof. Until the distribution of the Class A Common Stock is completed, rules of the Securities and Exchange Commission may limit the ability of the Underwriters and certain selling group members to bid for and purchase the Class A Common Stock. As an exception to these rules, the U.S. Representatives are permitted to engage in certain transactions that stabilize the price of the Class A Common Stock. Such transactions consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of the Class A Common Stock. If the Underwriters create a short position in the Class A Common Stock in connection with the Offerings, i.e., if they sell more shares of Class A Common Stock than are set forth on the cover page of this Prospectus, the U.S. Representatives may reduce that short position by purchasing Class A Common Stock in the open market. The U.S. Representatives may also elect to reduce any short position by exercising all or part of the over-allotment options described above. The U.S. Representatives may also impose a penalty bid on certain Underwriters and selling group members. This means that if the U.S. Representatives purchase shares of Class A Common Stock in the open market to reduce the Underwriters' short position or to stabilize the price of Class A Common Stock, they 77 80 may reclaim the amount of the selling concession from the Underwriters and selling group members who sold those shares as part of the Offerings. In general, purchases of a security for the purpose of stabilization or to reduce a short position could cause the price of the security to be higher than it might be in the absence of such purchases. The imposition of a penalty bid might also have an effect on the price of the Class A Common Stock to the extent that it discourages resales of the Class A Common Stock. Neither LifeStyle nor any of the Underwriters makes any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the Class A Common Stock. In addition, neither LifeStyle nor any of the Underwriters makes any representation that the U.S. Representatives will engage in such transactions or that such transactions, once commenced, will not be discontinued without notice. Merrill Lynch has in the past provided investment banking advisory services to LifeStyle and may continue to do so in the future. First Union National Bank is a lender under LifeStyle's credit facilities and First Union National Bank is the registrar and transfer agent for the Class A Common Stock, each of which is an affiliate of First Union Capital Markets Corp. LEGAL MATTERS Certain legal matters with respect to the validity of the Class A Common Stock offered hereby will be passed upon for LifeStyle by Davis Polk & Wardwell, New York, New York. Debevoise & Plimpton, New York, New York has acted as counsel for the Underwriters with respect to certain legal matters relating to the Offerings. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001065748_careerbuil_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001065748_careerbuil_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..105e3db7569f6a49bf0829919e7008a574b9773c --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001065748_careerbuil_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of common stock offered hereby will be passed upon for CareerBuilder by Hale and Dorr LLP, Washington, D.C., and for the underwriters by Testa, Hurwitz & Thibeault, LLP, Boston, Massachusetts. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001066026_concur_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001066026_concur_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..e9551d6f810f7ae9a47d92d7b6e39cde0859118d --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001066026_concur_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the shares of common stock offered by this prospectus will be passed upon for us by Fenwick & West LLP, Palo Alto, California. Attorneys at Fenwick & West LLP own an aggregate of 4,190 shares of our common stock. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001066134_corinthian_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001066134_corinthian_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..4b4d22e2b750b098d5ce37d0f183a4d7c0dacb0b --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001066134_corinthian_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain matters relating to this Offering are being passed upon for the Company by O'Melveny & Myers LLP, Newport Beach, California. Gibson, Dunn & Crutcher LLP, Los Angeles, California will act as counsel for the Underwriters. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001066197_appnet_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001066197_appnet_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..f874e2f37d720cf9de0ffc37aaeae1fc52dacbcc --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001066197_appnet_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of our common stock offered by this prospectus will be passed upon for AppNet by Foley & Lardner, Washington, DC. The underwriters have been represented by Cravath, Swaine & Moore, New York, NY. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001067837_audacy-inc_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001067837_audacy-inc_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..8abd29f33de40a0a922fdc3a7465a52334755276 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001067837_audacy-inc_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Morris, Nichols, Arsht & Tunnell, special Delaware counsel to the trust and Entercom, will pass on certain matters of Delaware law relating to the validity of the TIDES. Latham & Watkins, Washington, D.C., will pass upon the validity of the debentures and the Guarantee. John C. Donlevie, Esq. will pass upon the validity of the Class A common stock issuable upon conversion of the TIDES. Weil, Gotshal & Manges LLP, New York, New York, will pass upon certain matters on behalf of the underwriters. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001068181_global_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001068181_global_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..f6835ef132946233548023c01fdd19e4efc2dc27 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001068181_global_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Shares under Bermuda law will be passed upon for the Company by Conyers Dill & Pearman, Hamilton, Bermuda. Certain matters as to United States law in connection with the Offerings will be passed upon for the Company by Drinker Biddle & Reath LLP, Philadelphia, Pennsylvania. Drinker Biddle & Reath LLP, which serves as United States counsel to the Company, also served as United States counsel to Inter-Atlantic Capital Partners, Inc. in connection with the establishment of GMA and the Operating Company and represents Inter-Atlantic Capital Partners, Inc. on an ongoing basis. William M. Goldstein, a director of the Company, is a partner in such firm. Mr. Goldstein will receive an option to purchase 10,000 Common Shares of the Company upon consummation of the Offerings pursuant to the Stock Option Plan. Certain matters as to United States law in connection with the Offerings will be passed upon for the Underwriters by Cleary, Gottlieb, Steen & Hamilton, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001068965_ansys_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001068965_ansys_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..14867594ee3e4dd569aa806288c08e5097cba975 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001068965_ansys_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the shares of common stock offered by this prospectus will be passed upon for ANSYS by Brobeck, Phleger & Harrison LLP, Irvine, California. Certain legal matters relating to this offering will be passed upon for the underwriters by Skadden, Arps, Slate, Meagher & Flom (Illinois), Chicago, Illinois. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001070409_u-s_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001070409_u-s_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..ffb196e8d05cfb717ddd56baf8cb403b38ddb8ec --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001070409_u-s_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Securities offered hereby will be passed upon for the Company by Jackson Walker LLP, Dallas, Texas. Certain legal matters in connection with the sale of the Securities offered hereby will be passed on for the Underwriters by Jordaan & Pennington, PLLC, Dallas, Texas. Charles D. Maguire, Jr., a partner with Jackson Walker L.L.P. is also a director of the Company. Mr. Maguire does not beneficially own any shares of the Company's Common Stock or other securities of the Company. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001070534_nextera_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001070534_nextera_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..dc8a0b61055e79bb3af0be1ccc9727989a91bf29 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001070534_nextera_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The legality of the issuance of the Class A Common Stock offered hereby will be passed upon for the Company by Latham & Watkins, San Diego, California and certain other matters will be passed upon for the Company by Maron & Sandler, Los Angeles, California. See "Management--Directors, Executive Officers and Other Senior Managers," "--Board Committees" and "Certain Transactions--Retention of Maron & Sandler" for information concerning Maron & Sandler's relationship with the Company. Certain legal matters in connection with the Offering will be passed upon for the Underwriters by Testa, Hurwitz & Thibeault, LLP, Boston, Massachusetts. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001070545_pietrafesa_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001070545_pietrafesa_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..26ad2490b2b1f3e2abe72e6b08833820b319b0b5 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001070545_pietrafesa_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Class A Common Stock offered hereby will be passed upon by Roberts, Sheridan & Kotel, a Professional Corporation, which firm provides legal services from time to time for Morgan Schiff and its affiliates. The validity of the shares of Class A Common Stock will be passed upon for the underwriters by Klehr, Harrison, Harvey, Branzburg & Ellers LLP. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001070869_reynard_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001070869_reynard_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..7a724218a2737b277d3feb86f2ecc11d3cb5ad73 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001070869_reynard_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters in connection with this offering will be passed upon for Reynard by Kegler, Brown, Hill & Ritter Co., L.P.A., Columbus, Ohio. Certain other legal matters governed by English law will be passed upon for Reynard by Davies Arnold Cooper. Legal matters in connection with this offering will be passed upon for the Underwriters by Akin, Gump, Strauss, Hauer & Feld, L.L.P., Washington, D.C. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001071342_netsolve_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001071342_netsolve_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..1185fbd7478346ee0a0024b2bf8da255efb6cc6b --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001071342_netsolve_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares offered hereby will be passed upon for us by Worsham, Forsythe & Wooldridge, L.L.P., Dallas, Texas. Legal matters will be passed upon for the underwriters by Foley, Hoag & Eliot LLP, Boston, Massachusetts. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001071598_pac-west_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001071598_pac-west_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..881d964b3aab5dddd28290705dbf1ea0eee630cb --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001071598_pac-west_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the common stock offered in this prospectus will be passed upon on behalf of Pac-West by Neumiller & Beardslee, Stockton, California and certain other legal matters will be passed upon on behalf of Pac-West by Kirkland & Ellis, Chicago, Illinois and on behalf of the underwriters by Latham & Watkins, Chicago, Illinois. One of our directors, Mark Fowler, is of counsel at Latham & Watkins. Mr. Fowler receives compensation as a director. See "Management--Director Compensation." \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001072096_nichols_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001072096_nichols_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..b62bf916bc014a2d78316a187b3930eb2bc59950 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001072096_nichols_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the shares of the common stock offered hereby will be passed upon for Nichols TXEN by Lanier Ford Shaver & Payne, P.C., Huntsville, Alabama. John R. Wynn is a member of the law firm Lanier Ford Shaver & Payne, P.C. and is a director of Nichols Research. As of the date of this prospectus, six attorneys of Lanier Ford Shaver & Payne, P.C. beneficially owned an aggregate of 33,696 shares of Nichols Research common stock, including 23,002 shares owned by Mr. Wynn. Legal matters in connection with this offering will be passed upon for the underwriters by Alston & Bird LLP, Atlanta, Georgia. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001072463_directchef_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001072463_directchef_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..2937ab14af4afbdaa9c44d758098400c728f13ae --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001072463_directchef_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The legality of the common stock we are offering will be passed on by Howard, Rice, Nemerovski, Canady, Falk & Rabkin, A Professional Corporation, Palo Alto, California. A partnership of directors of Howard, Rice own in the aggregate 8,236 shares of our Series A Preferred Stock. The legality of the common stock will be passed on for the underwriters by Brobeck, Phleger & Harrison LLP, Palo Alto, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001072471_provantage_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001072471_provantage_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..8deefd1a1dc61759bbbbde728c1f94f42d93b63a --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001072471_provantage_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters relating to the legality of the issuance of the shares of common stock being offered hereby will be passed upon for us by Godfrey & Kahn, S.C., Milwaukee, Wisconsin. Certain legal matters will be passed upon for the underwriters by Dewey Ballantine LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001072978_neon_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001072978_neon_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..90cdc31e0e411b36693ce95bda302218377afdc0 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001072978_neon_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the shares of common stock offered by this prospectus will be passed upon for NEON by Locke Liddell & Sapp LLP, Dallas, Texas. Certain legal matters in connection with the offering will be passed upon for the underwriters by Brobeck, Phleger & Harrison LLP, Austin, Texas. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001073116_bradlees_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001073116_bradlees_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..f71212f8c7887637ea10bb71e417739f589fd100 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001073116_bradlees_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Goodwin, Procter & Hoar llp, Boston, Massachusetts will pass upon the validity of the shares of the Common Stock and the Notes offered by this Prospectus. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001073186_world_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001073186_world_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..8b4128cab5d27c71ab11970da9405216d7cf7924 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001073186_world_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Williams & Connolly, Washington, D.C, will pass on certain legal matters for the Transferor. McDermott, Will & Emery, New York, New York and Chicago, Illinois, will pass on certain other legal matters under New York and Illinois law, Hand Arendall, L.L.C., Birmingham, Alabama, will pass on certain other legal matters under Alabama law, and English, McCaughan & O'Bryan, P.A., Fort Lauderdale, Florida, will pass on certain other legal matters under Florida law. Cadwalader, Wickersham & Taft, New York, New York will act as special federal income tax counsel to the Transferor. Stroock & Stroock & Lavan LLP, New York, New York will act as counsel for the Underwriters. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001073431_life_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001073431_life_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..2e4e587adb741ddedebeb9689b72187ddfa23748 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001073431_life_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the common stock offered by this prospectus will be passed upon for Invitrogen by Gray Cary Ware & Freidenrich LLP, San Diego, California. Certain legal matters in connection with this offering will be passed upon for the underwriters by Latham & Watkins, San Diego, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001073773_igo-corp_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001073773_igo-corp_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..d8f4ded6dfdc4314332c838b77cf093f01fb14ec --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001073773_igo-corp_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the common stock offered hereby will be passed upon for iGo by Hale Lane Peek Dennison Howard and Anderson, Professional Corporation, Reno, Nevada. Certain additional legal matters set forth in the Underwriting Agreement between iGo and the representatives of the underwriters will be passed upon for iGo by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California and for the underwriters by Brobeck Phleger & Harrison, LLP, San Francisco, California. As of the date of this prospectus, WS Investment Company 99A, an investment partnership composed of certain current and former members of and persons associated with Wilson Sonsini Goodrich & Rosati, Professional Corporation, beneficially owns 7,338 shares of our common stock. In addition, an individual member of Hale Lane Peek Dennison Howard and Anderson, Professional Corporation, beneficially owns 3,672 shares of our common stock. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001074530_boyds_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001074530_boyds_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..fafb50144bb3d3945edd04e88c8620d17641efc8 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001074530_boyds_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of common stock offered by this prospectus will be passed upon for Boyds by Simpson Thacher & Bartlett, New York, New York and Piper & Marbury L.L.P., Baltimore, Maryland and for the underwriters by Latham & Watkins, New York, New York. Partners of Simpson Thacher & Bartlett, members of their families, related persons and others, have an indirect interest, through limited partnerships, who are investors in KKR 1996 Fund L.P., in less than 1% of the common stock. Partners of Latham & Watkins, members of their families, related persons and others, have an indirect interest, through limited partnerships who are investors in KKR 1996 Fund L.P., in less than 1% of the common stock. In addition, Latham & Watkins has in the past provided, and may continue to provide, legal services to Kohlberg Kravis Roberts & Co. and its affiliates, including KKR 1996 Fund L.P. Simpson Thacher & Bartlett and Latham & Watkins will each rely upon the opinion of Piper & Marbury L.L.P. as to matters of Maryland law. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001074908_valley_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001074908_valley_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..6fbe7252aac4eef71fe37770847faef9f30bcfd0 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001074908_valley_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of common stock being offered by Valley will be passed upon for Valley by Howard, Rice, Nemerovski, Canady, Falk & Rabkin, a Professional Corporation, Palo Alto, California, which has acted as counsel to Valley in connection with this offering. Certain legal matters in connection with this offering will be passed upon for the underwriters by Cooley Godward LLP, Palo Alto, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001075088_razorfish_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001075088_razorfish_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..afb00b94ef8a47e574c889967832bb067defb246 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001075088_razorfish_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for Razorfish by Morrison & Foerster LLP, New York, New York. The underwriters have been represented by Cravath, Swaine & Moore, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001075165_southern_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001075165_southern_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..a77fb17e73eeefa7a81897601126585fa115cf8c --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001075165_southern_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Potter Anderson & Corroon LLP, Wilmington, Delaware, will issue an opinion on behalf of Southern States Capital Trust concerning the legality of the capital securities. Mays & Valentine, L.L.P., Richmond Virginia, will issue an opinion for Southern States concerning the validity of the junior subordinated debentures and the guarantee, and on the United States federal income taxation of the capital securities. Sullivan & Cromwell, New York, New York, will issue an opinion for the underwriters. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001075320_envirotest_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001075320_envirotest_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..fdf809ab33638be9006788ae3d6e6b66e8550039 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001075320_envirotest_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of securities offered hereby and certain tax matters will be passed upon for the Company and the subsidiary guarantors by White & Case LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001075323_envirotest_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001075323_envirotest_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..fdf809ab33638be9006788ae3d6e6b66e8550039 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001075323_envirotest_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of securities offered hereby and certain tax matters will be passed upon for the Company and the subsidiary guarantors by White & Case LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001075328_wellman_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001075328_wellman_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..fdf809ab33638be9006788ae3d6e6b66e8550039 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001075328_wellman_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of securities offered hereby and certain tax matters will be passed upon for the Company and the subsidiary guarantors by White & Case LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001075420_dragon_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001075420_dragon_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..62dd89d020775ac55dd6a784ade4c4f11bc8937d --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001075420_dragon_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of common stock we are offering will be passed upon for us by Hale and Dorr LLP, Boston, Massachusetts. Certain legal matters in connection with this offering will be passed upon for the underwriters by Testa, Hurwitz & Thibeault, LLP, Boston, Massachusetts. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001075529_gemini-re_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001075529_gemini-re_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..dfd21d166146e7b5d7fcc10e172aea7e37f93d37 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001075529_gemini-re_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Shares under Bermuda law will be passed upon for the Company by Conyers Dill & Pearman, Hamilton, Bermuda. Certain matters as to United States law in connection with the Offerings will be passed upon for the Company by Mayer, Brown & Platt, Chicago, Illinois. Mayer, Brown & Platt, which serves as United States counsel to the Company, also served as counsel to the Sponsor in connection with the establishment of the Company and Gemini Re, has served as counsel to Union Spring in connection with the Investment Management Agreement and represents Union Spring on an ongoing basis. Certain matters as to United States law in connection with the Offerings will be passed upon for the Underwriters by Simpson Thacher & Bartlett, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001076441_decrane_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001076441_decrane_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..93b85f1b84100fd5eb1e208a5b06d53b637dc864 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001076441_decrane_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the warrants offered hereby will be passed upon for DeCrane Holdings by Spolin & Silverman LLP, Santa Monica, California and Davis, Polk & Wardwell, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001076914_delia-s_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001076914_delia-s_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..7e001db720bb6322ac2f63ccbec66e7db5d0be4e --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001076914_delia-s_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Class A common stock offered hereby will be passed upon for us by Alex S. Navarro, Esq., our Chief Operating Officer, General Counsel and Secretary. Mr. Navarro owns 3,000 shares of our Class A common stock and options to purchase an additional 179,688 shares. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001077240_rv_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001077240_rv_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..3af338b00dc330b9fa0385d8f7897bf3be467ce5 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001077240_rv_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters in connection with the common stock being offered hereby will be passed upon for RV Centers by Andrews & Kurth L.L.P., Houston, Texas and for the Underwriters by Vinson & Elkins L.L.P., Houston, Texas \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001077866_looksmart_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001077866_looksmart_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..1e7b0a6af387300c9de5d0526bb45cc403a34adf --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001077866_looksmart_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the common stock offered hereby will be passed upon for LookSmart by Wilson Sonsini Goodrich & Rosati, P.C., Palo Alto, California, and for the underwriters by Shearman & Sterling, Menlo Park, California. As of the date of this prospectus, WS Investment Company 99A, an investment partnership composed of current and former members of and persons associated with Wilson Sonsini Goodrich & Rosati, P.C., and members of Wilson Sonsini Goodrich & Rosati, P.C., beneficially own an aggregate of 19,998 shares of LookSmart Series C preferred stock. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001077890_r-tec_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001077890_r-tec_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..dbb064669187bad4d4cc06846d1bdd3f3868b4be --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001077890_r-tec_legal_matters.txt @@ -0,0 +1 @@ +Legal Matters To the knowledge of management there is no material litigation pending or threatened against R-Tec. Legal counsel for R-Tec in connection with this offering is Brashear & Associates, P.L., 926 N.W. 13th Street, Gainesville, FL 32601. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001078029_statia_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001078029_statia_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..3d260916111d8ddccaf2fffa124590a877f86cfe --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001078029_statia_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the common shares offered hereby will be passed upon for Statia Terminals Group by Smeets Thesseling van Bokhorst Spigt, Curacao, Netherlands Antilles, with respect to Netherlands Antilles law. Some legal matters in connection with this offering will be passed upon for Statia Terminals Group by White & Case LLP, New York, New York. A partner at White & Case LLP, through his interest in a holding company, beneficially owns 93.75 shares of Statia Terminals Group's currently outstanding common stock and 93.75 shares of its currently outstanding Series E Preferred Stock. Some legal matters in connection with this offering will be passed upon for the underwriters by Andrews & Kurth L.L.P., New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001078073_mp3-com_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001078073_mp3-com_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..64dd4704e45fd78479a4c65cb810d131ffb7f81c --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001078073_mp3-com_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of common stock offered in this prospectus will be passed upon for us by Cooley Godward LLP, San Diego, California. As of the date of this prospectus, an investment fund created by Cooley Godward LLP owns an aggregate of 48,701 shares of Series A preferred stock (convertible into 73,051 shares of common stock). O'Melveny & Myers LLP, Newport Beach, California represents the underwriters, and the validity of the shares of common stock offered in this prospectus will be passed upon for the underwriters by O'Melveny & Myers LLP. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001078259_seminis_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001078259_seminis_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..278364db1fe14b20aac03495fe747347bb4b9d24 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001078259_seminis_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Class A common stock offered hereby will be passed upon for Seminis by Milbank, Tweed, Hadley & McCloy LLP, New York, New York. Howard S. Kelberg is a partner in the firm of Milbank, Tweed, Hadley & McCloy LLP and is Secretary to Seminis since 1995. Legal matters in connection with the offering will be passed upon for the underwriters by Cahill Gordon & Reindel, a partnership including a professional corporation, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001078284_mapquest_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001078284_mapquest_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..2c3e8d20e25ea3bd0cf186663d0e3b109fa6bf12 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001078284_mapquest_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of common stock offered hereby will be passed upon for MapQuest by Mayer, Brown & Platt, New York, New York, and for the underwriters by Brobeck, Phleger & Harrison LLP, New York, New York. Certain other legal matters will be passed upon for MapQuest by Venable, Baetjer & Howard, LLP. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001078295_marimba_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001078295_marimba_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..572ae3765ea8e0c1e3f30187fd7c7bffa3e98c50 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001078295_marimba_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the common stock being offered will be passed upon for Marimba by Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, Menlo Park, California and for the underwriters by Fenwick & West LLP, Palo Alto, California. As of the date of this prospectus, members and employees of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, beneficially owned an aggregate of 23,610 shares of our common stock. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001078404_ardent_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001078404_ardent_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..57e8c3b0dc7b6759d2bd6b7f057cbf3711af7dac --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001078404_ardent_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters relating to the offering and sale of the common stock will be passed upon for CAIS Internet by Swidler Berlin Shereff Friedman, LLP, 3000 K Street, N.W., Suite 300, Washington, D.C. 20007, and for the underwriters by Chadbourne & Parke LLP, 30 Rockefeller Plaza, New York, New York 10112. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001078575_lowestfare_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001078575_lowestfare_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..5ec26b646949abf6009fa23a9b359da79b0c03ac --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001078575_lowestfare_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of common stock offered hereby will be passed upon for Lowestfare.com by Gordon Altman Butowsky Weitzen Shalov & Wein, New York, New York. Certain legal matters relating to the offering will be passed upon for the underwriters by Brobeck, Phleger & Harrison LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001078577_appliedthe_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001078577_appliedthe_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..9e8b6e80377663cc275d07eb89a3164c7894e817 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001078577_appliedthe_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of our common stock being offered by this prospectus will be passed upon for us by Dewey Ballantine LLP, New York, New York and for the underwriters by Paul, Hastings, Janofsky & Walker LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001078693_hearme_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001078693_hearme_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..5728761d84fe86c30b8d874c0fc74d966b1e2e82 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001078693_hearme_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of our common stock offered in this prospectus will be passed upon for Mpath by Venture Law Group, A Professional Corporation, 2800 Sand Hill Road, Menlo Park, California. Joshua L. Green and Jeffrey Y. Suto, Directors of Venture Law Group, are the Secretary and Assistant Secretary, respectively, of Mpath. Certain legal matters in connection with this offering will be passed upon for the underwriters by Brobeck, Phleger & Harrison LLP, Spear Street Tower, One Market, San Francisco, California. As of the date of this prospectus, two Directors of Venture Law Group beneficially own an aggregate of 9,660 shares of Mpath's common stock. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001078749_townpagesn_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001078749_townpagesn_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..8bd845e25603a4aa76362df0904e31f5b8868222 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001078749_townpagesn_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the ADSs offered by this prospectus will be passed upon by Greenberg Traurig, New York, New York, counsel for the depositary. Certain legal matters relating to this offering will be passed upon for the underwriters by Orrick, Herrington & Sutcliffe LLP. The validity of the issuance of the ordinary shares represented by the ADSs and certain other legal maters relating to the laws of the United Kingdom will be passed upon by McFadden Pilkington & Ward, our English counsel. Greenberg Traurig and Orrick, Herrington & Sutcliffe LLP will rely, without independent verification, upon McFadden Pilkington & Ward with respect to matters governed by the laws of the United Kingdom. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001078970_honda_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001078970_honda_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..164ba7cfcf8d7d1728533fc08ab4dd074889cc67 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001078970_honda_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters relating to the notes, including federal income tax matters, will be passed upon for HTC LP and HTD LP by O'Melveny & Myers LLP, Los Angeles, California. Stroock & Stroock & Lavan LLP, New York, New York will act as counsel for the Underwriters. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001078973_honda_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001078973_honda_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..164ba7cfcf8d7d1728533fc08ab4dd074889cc67 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001078973_honda_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters relating to the notes, including federal income tax matters, will be passed upon for HTC LP and HTD LP by O'Melveny & Myers LLP, Los Angeles, California. Stroock & Stroock & Lavan LLP, New York, New York will act as counsel for the Underwriters. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001080029_dougherty_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001080029_dougherty_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..bf68f99f5e4bb1c61b7ab5a215b1ac5fbbb7728e --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001080029_dougherty_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of common stock offered in this offering will be passed upon for us by Arter & Hadden LLP, Dallas, Texas. Certain other legal matters in connection with this offering will be passed upon for the underwriters by Jenkens & Gilchrist, a Professional Corporation, Dallas, Texas. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001080056_thestreet_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001080056_thestreet_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..096e4bab4244ce55436ee36324fcb54fd841bd5d --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001080056_thestreet_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of common stock offered hereby will be passed upon for us by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York. Certain legal matters in connection with this offering will be passed upon for the underwriters by Brobeck, Phleger & Harrison LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001080187_davids_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001080187_davids_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..292b771b910384d91816e08f750febf33550fced --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001080187_davids_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the common stock offered hereby will be passed upon for us by Morgan, Lewis & Bockius LLP, Philadelphia, Pennsylvania and Miami, Florida. Certain legal matters in connection with this offering will be passed upon for the Underwriters by Davis Polk & Wardwell, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001080205_azurix_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001080205_azurix_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..9e0b9bf77c33a701b389f9773c6480501e7cad7b --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001080205_azurix_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Legal matters with respect to the validity of the issuance of the shares of our common stock offered hereby will be passed upon for us by Vinson & Elkins L.L.P., Houston, Texas. Legal matters relating to our common stock offered hereby will be passed upon for the U.S. underwriters and the international managers by Andrews & Kurth L.L.P., Houston, Texas. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001080224_edgar_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001080224_edgar_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..955ed957aedbe689fca1700b4b68efab592eaef2 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001080224_edgar_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of common stock offered hereby will be passed upon for us by Littman Krooks Roth & Ball P.C., New York, New York. Certain members of Littman Krooks Roth & Ball P.C. own in the aggregate 7,500 shares of common stock of EDGAR Online. Certain legal matters in connection with this offering will be passed upon for the underwriters by Cravath, Swaine & Moore, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001080306_portal_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001080306_portal_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..e93571d60896294dcb1b3332aacd18c0c38dd0d7 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001080306_portal_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the common stock offered will be passed upon for Portal by Brobeck, Phleger & Harrison LLP, Palo Alto, California. Members of the firm Brobeck, Phleger & Harrison LLP beneficially own an aggregate of 12,683 shares of Portal's common stock. Certain legal matters in connection with the offering will be passed upon for the underwriters by Shearman & Sterling, Menlo Park, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001080724_takes-com_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001080724_takes-com_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..3720bee2fae5c0f72c08bbc76e70a5c85f839a96 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001080724_takes-com_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the common stock and warrants offered by this prospectus will be passed upon for us by Pedersen & Houpt, P.C., Chicago, Illinois. Legal matters specified by the underwriters in connection with our initial public offering will be passed upon by Bryan Cave LLP, Phoenix, Arizona. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001080963_aerospace_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001080963_aerospace_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..31d94f316a98eb6e68fc0306957b2980df0d406b --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001080963_aerospace_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the new notes offered hereby will be passed upon for DeCrane Aircraft by Spolin & Silverman LLP, Santa Monica, California and Davis, Polk & Wardwell, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001080969_dettmers_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001080969_dettmers_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..31d94f316a98eb6e68fc0306957b2980df0d406b --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001080969_dettmers_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the new notes offered hereby will be passed upon for DeCrane Aircraft by Spolin & Silverman LLP, Santa Monica, California and Davis, Polk & Wardwell, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001080977_pats_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001080977_pats_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..31d94f316a98eb6e68fc0306957b2980df0d406b --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001080977_pats_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the new notes offered hereby will be passed upon for DeCrane Aircraft by Spolin & Silverman LLP, Santa Monica, California and Davis, Polk & Wardwell, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001080979_pats_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001080979_pats_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..31d94f316a98eb6e68fc0306957b2980df0d406b --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001080979_pats_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the new notes offered hereby will be passed upon for DeCrane Aircraft by Spolin & Silverman LLP, Santa Monica, California and Davis, Polk & Wardwell, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001080986_tri-star_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001080986_tri-star_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..31d94f316a98eb6e68fc0306957b2980df0d406b --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001080986_tri-star_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the new notes offered hereby will be passed upon for DeCrane Aircraft by Spolin & Silverman LLP, Santa Monica, California and Davis, Polk & Wardwell, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001081154_calico_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001081154_calico_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..ef94bd23c977711ad0e1451548e667a8d596484d --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001081154_calico_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the common stock offered hereby will be passed upon for Calico by Gray Cary Ware & Freidenrich LLP, Palo Alto, California. As of June 30, 1999, an investment partnership of Gray Cary Ware & Freidenrich owned an aggregate of 5,485 shares of our Series E preferred stock, which was purchased on September 4, 1998 for $4.558 per share. Certain legal matters in connection with this offering will be passed upon for the underwriters by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001081197_globespanv_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001081197_globespanv_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..4b69a6c79a9977bed7beeec556da8d0721f524a3 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001081197_globespanv_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the common stock offered hereby will be passed upon for GlobeSpan by Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, Menlo Park, California. Certain legal matters in connection with the offering will be passed upon for the underwriters by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001081392_travelscap_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001081392_travelscap_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..dfa68c999a0c5574e1a5f2d1e15e0903ae77860b --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001081392_travelscap_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the common stock offered hereby will be passed upon for Travelscape.com by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California. Certain legal matters will be passed upon for the underwriters by Gibson, Dunn & Crutcher LLP, San Francisco, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001081920_3dshopping_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001081920_3dshopping_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..7eeec83aa0ceb789cff52422de425470ca2cd7b4 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001081920_3dshopping_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the securities offered hereby will be passed upon for us by Stoel Rives LLP, Portland, Oregon. Certain legal matters in connection with the offering will be passed upon for the underwriters by Grover T. Wickersham, P.C., Palo Alto, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001082000_careinsite_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001082000_careinsite_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..2ff12d7126437fd2ce71e78638d3585266ddfe73 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001082000_careinsite_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of common stock offered hereby will be passed upon for us by Shearman & Sterling, New York, New York. Certain legal matters in connection with the offering will be passed upon for the Underwriters by Brown & Wood LLP. Shearman & Sterling is a limited partner in SN Investors, L.P. SN Investors is a limited partnership the general partner of which is SYNC, Inc., whose sole stockholder is Martin J. Wygod, Chairman of our company and Synetic. SN Investors currently holds 5,061,857 shares of Synetic common stock. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001082026_crl_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001082026_crl_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..075a994dd9219f8fb75b12fe1d6c3ef811d43204 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001082026_crl_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the legality of the issuance of the shares of common stock offered hereby will be passed upon for us by Gibson, Dunn & Crutcher LLP, San Francisco, California. Certain legal matters in connection with this offering will be passed upon for the underwriters by Brobeck, Phleger & Harrison LLP, San Francisco, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001082135_greenmount_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001082135_greenmount_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..90fdd460c497ac46d1fa098c2dd7b6a451b49d3a --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001082135_greenmount_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the common stock under Delaware law will be passed upon for us by Jones, Day, Reavis & Pogue, Dallas, Texas. Additional legal matters in connection with the offering will be passed upon for the underwriters by Cooley Godward LLP, San Diego, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001082683_copelco_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001082683_copelco_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..f3520de096a7aca9136d655984631f23f6fbea32 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001082683_copelco_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters relating to the Notes will be passed upon for Copelco Capital, Inc., the Servicer and the Issuer by Spencer N. Lempert, General Counsel of Copelco Financial Services Group, Inc., and for Copelco Capital, the Issuer and the Underwriters by Dewey Ballantine LLP, New York, New York. 56 RATING OF THE NOTES It is a condition to the issuance of the Offered Notes that the Class A-1 Notes be rated at least "P-1", "D-1+" and "A-1+", that the Class A-2, A-3, and A-4 be rated at least "Aaa", "AAA" and "AAA", that the Class B Notes be rated at least "Aa2", "AA" and "AA", that the Class C Notes be rated at least "A2", "A" and "A" and that the Class D Notes be rated at least "Baa2", "BBB" and "BBB" by Moody's Investors Service ("Moody's"), Duff & Phelps Credit Rating Co. ("DCR") and Standard and Poors Ratings Group ("S&P"), respectively (each a "Rating Agency"). With respect to the Class E Notes, they will rated at least "BB+" by DCR. Such rating will reflect only the views of the Rating Agencies and will be based primarily on the amount of subordination, the availability of funds on deposit in the Reserve Account and the value of the Leases and Equipment. The ratings are not a recommendation to purchase, hold or sell the related Offered Notes, inasmuch as such ratings do not comment as to market price or suitability for a particular investor. There is no assurance that any such rating will continue for any period of time or that it will not be lowered or withdrawn entirely by the Rating Agencies if, in its judgment, circumstances so warrant. A revision or withdrawal of such rating may have an adverse affect on the market price of the Offered Notes. The rating of the Offered Notes addresses the likelihood of the timely payment of interest and the ultimate payment of principal on the Offered Notes by the Stated Maturity Date. The rating does not address the rate of Prepayments that may be experienced on the Leases and, therefore, does not address the effect of the rate of Lease Prepayments on the return of principal to the Offered Noteholders. 57 INDEX TO FINANCIAL STATEMENTS Page ---- Independent Auditors' Report 54 Balance Sheet of the Issuer as of September 8, 1999 55 Notes to Balance Sheet 56 58 INDEPENDENT AUDITORS' REPORT The Board of Directors Copelco Capital Funding LLC 99-B: We have audited the accompanying balance sheet of Copelco Capital Funding LLC 99-B (a wholly owned subsidiary of Copelco Capital, Inc.) as of September 8, 1999. This financial statement is the responsibility of the Company's management. Our responsibility is to express an opinion on this financial statement based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the balance sheet is free of material misstatement. An audit of a balance sheet includes examining, on a test basis, evidence supporting the amounts and disclosures in that balance sheet. An audit of a balance sheet also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall balance sheet presentation. We believe that our audit of the balance sheet provides a reasonable basis for our opinion. In our opinion, the balance sheet referred to above presents fairly, in all material respects, the financial position of Copelco Capital Funding LLC 99-B as of September 8, 1999, in conformity with generally accepted accounting principles. KPMG LLP September 10, 1999 New York, New York 59 COPELCO CAPITAL FUNDING LLC 99-B (a wholly owned subsidiary of Copelco Capital, Inc.) Balance Sheet September 8, 1999 Assets ------ Cash $1,000 - ---- ------ $1,000 ====== Stockholder's Equity Stockholder's Equity Common Stock (authorized 1,000 shares, $1 par $ 100 value, issued and outstanding 100 shares) Additional paid-in capital 900 ------ $1,000 ====== See accompanying notes to balance sheet. 60 COPELCO CAPITAL FUNDING LLC 99-B (a wholly owned subsidiary of Copelco Capital, Inc.) Notes to Balance Sheet September 8, 1999 (1) Organization Copelco Capital Funding LLC 99-B, a wholly owned subsidiary of Copelco Capital, Inc. (Copelco Capital), was incorporated in the State of Delaware. Copelco Capital Funding LLC 99-B was organized to engage exclusively in the following business and financial activities: to acquire equipment described in the related equipment lease contracts and to purchase equipment leases and lease receivables from Copelco Capital and any of its affiliates; to issue and sell notes collateralized by any or all of its assets pursuant to one or more indentures between Copelco Capital Funding LLC 99-B and an indenture trustee; and to engage in any lawful act or activity and to exercise any power that is incidental and is necessary or convenient to the foregoing and permitted under Delaware law. (2) Capital Contribution Copelco Capital has made an initial capital contribution of $1,000 to Copelco Capital Funding LLC 99-B. 61 INDEX OF TERMS -------------- TERM PAGE(S) - ---- ------- Additional Lease...........................................................26 Additional Principal.......................................................35 Adjusted Lease.............................................................26 Assignment and Servicing Agreement.........................................27 Available Funds............................................................37 Available Funds Shortfall..................................................38 Available Reserve Amount...................................................39 Bankruptcy Code............................................................50 Benefit Plan...............................................................54 Booked Residual Value......................................................27 Casualty...................................................................37 Casualty Payment...........................................................37 Cede.......................................................................30 CEDEL......................................................................30 CedelParticipants..........................................................31 Class A Initial Principal Amount...........................................33 Class A Noteholders........................................................30 Class A Notes..............................................................29 Class A Percentage.........................................................36 Class A Target Investor Principal Amount...................................35 Class A-1 Initial Principal Amount.........................................33 Class A-1 Interest Rate....................................................29 Class A-1 Noteholders......................................................30 Class A-1 Notes............................................................29 Class A-1 Stated Maturity Date.............................................34 Class A-2 Initial Principal Amount.........................................33 Class A-2 Interest Rate....................................................29 Class A-2 Noteholders......................................................30 Class A-2 Notes............................................................29 Class A-2 Stated Maturity Date.............................................34 Class A-3 Initial Principal Amount.........................................33 Class A-3 Interest Rate....................................................29 Class A-3 Noteholders......................................................30 Class A-3 Notes............................................................29 Class A-3 Stated Maturity Date.............................................34 Class A-4 Initial Principal Amount.........................................33 Class A-4 Interest Rate....................................................29 Class A-4 Noteholders......................................................30 Class A-4 Notes............................................................29 Class A-4 Stated Maturity Date.............................................34 Class B Floor..............................................................36 Class B Initial Principal Amount...........................................33 Class B Interest Rate......................................................29 Class B Noteholders........................................................30 Class B Notes..............................................................29 Class B Percentage.........................................................36 Class B Principal Payment..................................................35 Class B Stated Maturity Date...............................................34 Class B Target Investor Principal Amount...................................35 Class C Floor..............................................................36 62 Class C Initial Principal Amount...........................................33 Class C Interest Rate......................................................29 Class C Noteholders........................................................30 Class C Notes..............................................................29 Class C Percentage.........................................................36 Class C Principal Payment..................................................35 Class C Stated Maturity Date...............................................34 Class C Target Investor Principal Amount...................................36 Class D Floor..............................................................36 Class D Initial Principal Amount...........................................33 Class D Interest Rate......................................................29 Class D Noteholders........................................................30 Class D Notes..............................................................29 Class D Percentage.........................................................36 Class D Principal Payment..................................................35 Class D Stated Maturity Date...............................................34 Class D Target Investor Principal Amount...................................36 Class E Floor..............................................................36 Class E Initial Principal Amount...........................................33 Class E Interest Rate......................................................29 Class E Notes..............................................................29 Class E Percentage.........................................................36 Class E Principal Payment..................................................35 Class Floors...............................................................36 Class R-1 Notes............................................................41 Class R-2 Notes............................................................41 clearing agency............................................................30 clearing corporation.......................................................30 Code.......................................................................51 Collection Account.........................................................37 Cooperative................................................................31 Copelco Capital............................................................11 Copelco Credit.............................................................22 Copelco Financial..........................................................22 Copelco Leasing............................................................22 Cost per Copy..............................................................23 CPR .......................................................................44 Cumulative Loss Amount.....................................................37 Cut-Off Date...............................................................11 DCR .......................................................................57 Definitive Notes...........................................................32 Depositaries...............................................................30 Determination Date.........................................................34 Discount Rate..............................................................33 Discounted Present Value of the Leases.....................................33 Discounted Present Value of the Performing Leases..........................33 DTC .......................................................................30 DTC Services...............................................................32 Due Period.................................................................34 Dun & Bradstreet...........................................................25 Early Lease Termination....................................................26 Eligible Account...........................................................37 Equipment..................................................................11 Equipment Financing Portion................................................23 ERISA......................................................................54 Euroclear..................................................................30 63 Euroclear Operator.........................................................31 Euroclear Participants.....................................................31 Events of Default..........................................................40 Excess Copy Charge.........................................................23 Fee Per Scan Charges.......................................................24 First Union................................................................55 Fixed Payment..............................................................23 Group......................................................................22 HILL.......................................................................23 Holders....................................................................33 Indenture..................................................................29 Indirect Participants......................................................30 Industry...................................................................32 Initial Principal Amount...................................................29 Initial Statistical Principal Amount.......................................44 Interest Accrual Period....................................................34 Interest Payments..........................................................34 Interest Rate..............................................................29 IRS .......................................................................51 Issuance Date..............................................................11 Issuer.....................................................................11 Lease Contracts............................................................11 Lease Payment..............................................................37 Lease Receivables..........................................................11 Leases.....................................................................11 Lessee.....................................................................11 Lessees....................................................................11 Maintenance Charge.........................................................23 Manager....................................................................28 Monthly Principal Amount...................................................37 Moody's....................................................................57 Nominal Buy-Out Leases.....................................................49 Non-Performing Leases......................................................33 Non-U.S. Person............................................................54 Notes......................................................................29 Offered Noteholders........................................................30 Offered Notes..............................................................29 OID .......................................................................51 Origination Groups.........................................................11 Outstanding Principal Amount...............................................39 Outstanding Principal Amounts..............................................34 Overcollateralization Balance..............................................37 Participants...............................................................30 Payment Date...............................................................27 PILL.......................................................................23 Plan Asset Regulations.....................................................54 Pledged Assets.............................................................12 Principal Payments.........................................................34 PTCE.......................................................................54 Rating Agency..............................................................57 Record Date................................................................34 Required Payments..........................................................38 Required Reserve Amount....................................................39 Reserve Account............................................................38 Residual Casualty Payments.................................................38 Residual Notes.........................................................38, 41 64 Residual Prepayments.......................................................38 Residual Realizations......................................................38 Residual Warranty Payments.................................................38 S&P .......................................................................57 SBU .......................................................................22 Series Pool................................................................11 Servicer...................................................................11 Servicer Advance...........................................................40 Servicer Events of Default.................................................42 Servicing Fee..............................................................27 Statistical Class Percentage...............................................44 Statistical Discount Rate..................................................34 Statistical Discounted Present Value of the Leases.........................33 Substitute Lease...........................................................26 SYSTEMS....................................................................32 Tax Counsel................................................................51 Termination Payment........................................................37 Terms and Conditions.......................................................32 Trustee....................................................................27 U.S. Person................................................................54 Underwriters...............................................................55 Underwriting Agreement.....................................................55 Vendor.....................................................................23 Warranty Lease.........................................................26, 27 65 ================================================================================ $536,810,010 Copelco Capital Funding LLC 99-B ------------------ P R O S P E C T U S ------------------ FIRST UNION CAPITAL MARKETS CORP. BANC ONE CAPITAL MARKETS, INC. Dated September __, 1999 Until 90 days after the date of this prospectus, all dealers that effect transactions in the notes offered by this Prospectus, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. $117,815,671_____% Class A-1 Lease-Backed Notes $38,141,764_____% Class A-2 Lease-Backed Notes $186,470,846 _____% Class A-3 Lease-Backed Notes $154,827,308 _____% Class A-4 Lease-Backed Notes $11,301,263 _____% Class B Lease-Backed Notes $11,301,263 _____% Class C Lease-Backed Notes $16,951,895 _____% Class D Lease-Backed Notes ================================================================================ PART II -- INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION The following is an itemized list of the estimated expenses to be incurred in connection with the offering of the securities being offered hereunder other than underwriting discounts and commissions. Registration Fee................................... $155,000.00 Printing and Engraving Expenses.................... 60,000.00 Trustee's Fees..................................... 30,000.00 Legal Fees and Expenses............................ 175,000.00 Blue Sky Fees and Expenses......................... 15,000.00 Accountants' Fees and Expenses..................... 35,000.00 Rating Agency Fees................................. 230,000.00 Miscellaneous Fees................................. 30,000.00 ----------- Total.............................................. $730,000.00 =========== ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Delaware Limited Liability Company Act (Section 18-108) gives Delaware limited liability companies broad powers to indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever. The Company shall, to the fullest extent permitted by the Act, indemnify and hold harmless, and advance expenses to, each member or manager against any losses, claims, damages or liabilities to which the Indemnified party may become subject in connection with any matter arising from, related to, or in connection with, the Company's business or affairs. Copelco Financial Services Group, Inc. has also purchased liability policies which indemnify the Registrant's manager(s) against loss arising from claims by reason of their legal liability for acts as officers and directors, subject to limitations and conditions as set forth in the policies. Pursuant to agreements which the Registrant may enter into with underwriters or agents (forms of which will be included as exhibits to this Registration Statement), officers and directors of the Registrant, and affiliates thereof, may be entitled to indemnification by such underwriters or agents against certain liabilities, including liabilities under the Securities Act of 1933, arising from information which has been or will be furnished to the Registrant by such underwriters or agents that appears in the Registration Statement or any Prospectus. ITEM 16. EXHIBITS AND FINANCIAL STATEMENTS (a) Exhibits 1.1 -- Form of Underwriting Agreement for the Offered Notes. 3.1 -- Certificate of Formation of the Issuer. 3.2 -- Form of Limited Liability Company Agreement of the Issuer. 4.1 -- Form of Indenture, including forms of the Notes and certain other related agreements as Exhibits thereto. 5.1 -- Opinion of Dewey Ballantine LLP regarding the securities being registered. 8.1 -- Opinion of Dewey Ballantine LLP regarding the tax treatment of the Notes. 10.1 -- Form of Assignment and Servicing Agreement. 10.2 -- Form of Placement Agent Agreement. II-1 23.1 -- Consent of Dewey Ballantine LLP is included in the opinion filed as Exhibit 5.1 hereto. 23.2 -- Consent of Independent Auditor. 24.1 -- Power of Attorney (Included on Page II-4 hereof). 25.1 -- Statement of Eligibility and Qualification of Trustee (Form T-1). (b) All financial statements, schedules and historical financial information have been omitted as they are not applicable. ITEM 17. UNDERTAKINGS The undersigned Registrant hereby undertakes: (a) That insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. (b) That, for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this Registration Statement as of the time it was declared effective. (c) That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mount Laurel, State of New Jersey, on September 13, 1999. COPELCO CAPITAL FUNDING LLC 99-B, Registrant By: COPELCO MANAGER, INC. as Manager of the Registrant By: /s/ ROBERT J. LEMENZE, JR. ---------------------------------- Name: Robert J. Lemenze, Jr. Title: President, Chief Operating Officer Each person whose signature appears below constitutes and appoints ^ Nicholas Antonaccio as his/her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him/her in his/her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-1 and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that such attorney-in-fact and agent or his substitute may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-1 has been signed by the following persons in the capacities indicated on the dates indicated below. Signature Title Date --------- ----- ---- /s/ ROBERT J. LEMENZE, JR. President and Chief September 13, 1999 - ---------------------------- Operating Officer Director Robert J. Lemenze, Jr. /s/ JOHN HAKEMIAN Director September 13, 1999 - ---------------------------- John Hakemian /s/ TAKESHI OKUMURA Director September 13, 1999 - ---------------------------- Takeshi Okumura II-3 EX-1.1 2 UNDERWRITING AGREEMENT COPELCO CAPITAL FUNDING LLC 99-B $__________ - ____% Class A-1 Lease-Backed Notes, Series 1999-B $__________ - ____% Class A-2 Lease-Backed Notes, Series 1999-B $__________ - ____% Class A-3 Lease-Backed Notes, Series 1999-B $__________ - ____% Class A-4 Lease-Backed Notes, Series 1999-B $__________ - ____% Class B Lease-Backed Notes, Series 1999-B $__________ - ____% Class C Lease-Backed Notes, Series 1999-B $__________ - ____% Class D Lease-Backed Notes, Series 1999-B September __, 1999 UNDERWRITING AGREEMENT FIRST UNION CAPITAL MARKETS One First Union Capital Markets Corp., TW-9 Charlotte, North Carolina 28288-0610, as Representative for the Underwriters Ladies and Gentlemen: Copelco Capital Funding LLC 99-B, a limited liability company organized and existing under the laws of Delaware (the "Issuer") and Copelco Capital, Inc., a corporation organized and existing under the laws of Delaware ("Copelco"), hereby agree with you as follows: Section 1. Issuance and Sale of Notes. The Issuer has authorized the issuance of $__________ (the "Class A-1 Initial Principal Amount") of ____% Class A-1 Lease-Backed Notes, Series 1999-B (the "Class A-1 Notes"); $__________ (the "Class A-2 Initial Principal Amount") of ____% Class A-2 Lease-Backed Notes, Series 1999-B (the "Class A-2 Notes"); $__________ (the "Class A-3 Initial Principal Amount") of ____% Class A-3 Lease-Backed Notes, Series 1999-B (the "Class A-3 Notes"); $__________ (the "Class A-4 Initial Principal Amount," together with the Class A-1 Initial Principal Amount, Class A-2 Initial Principal Amount and Class A-3 Initial Principal Amount, the "Class A Initial Principal Amount") of ____% Class A-4 Lease-Backed Notes, Series 1999-B (the "Class A-4 Notes," together with the Class A-1 Notes, Class A-2 Notes, and Class A-3 Notes, the "Class A Notes"); __________ (the "Class B Initial Principal Amount") of ____% Class B Lease-Backed Notes, Series 1999-B (the "Class B Notes"); $__________ (the "Class C Initial Principal Amount") of ____% Class C Lease-Backed Notes, Series 1999-B (the "Class C Notes"); $__________ (the "Class D Initial Principal Amount") of ____% Class D Lease-Backed Notes, Series 1999-B (the "Class D Notes"; together with the Class A Notes, the Class B Notes and the Class C Notes, the "Offered Notes"); $__________ (the "Class E Initial Principal Amount") of ____% Class E Lease-Backed Notes (the "Class E Notes"); $__________ (the "Class R-1 Initial Principal Amount") of ____% Class R-1 Lease Residual-Backed Notes (the "Class R-1 Notes"); and $__________ (the "Class R-2 Initial Principal Amount"; together with the Class A Initial Principal Amount, the Class B Initial Principal Amount, the Class C Initial Principal Amount, the Class D Initial Principal Amount, the Class E Initial Principal Amount and the Class R-1 Initial Principal Amount, the "Initial Principal Amount") of ____% Class R-2 Lease Residual-Backed Notes (the "Class R-2 Notes"; together with the Class E Notes, the Class R-1 Notes and the Offered Notes, the "Notes"). The Notes will be issued pursuant to an Indenture, dated as of September 1, 1999 (the "Indenture"), among the Issuer, Copelco and Manufacturers and Traders Trust Company (the "Trustee"). The Notes are more fully described in the Final Prospectus (as defined below), a copy of which the Issuer is furnishing to you. The Notes will evidence secured debt obligations of the Issuer. The assets of the Issuer will include a pool of primarily business equipment and medical equipment lease contracts, including all payments due thereunder (the "Leases") and certain interests in the underlying equipment (the "Equipment"). Capitalized terms used and not defined herein shall have the meanings specified in the Indenture. The Offered Notes will be sold by the Issuer to you as underwriters in the amounts set forth on Schedule A hereto. The terms which follow, when used in this Underwriting Agreement (the "Agreement"), shall have the meanings indicated: "Effective Date" means each date that the Registration Statement and any post-effective amendment or amendments thereto became or become effective under the Securities Act. "Execution Time" means the date and time that this Agreement is executed and delivered by the parties hereto. "Final Prospectus" means any prospectus delivered to purchasers of the Offered Notes at or before the time of confirmation of their purchases. "Preliminary Prospectus" means any preliminary prospectus included in the Registration Statement, and which, as of the Effective Date, omits Rule 430A Information. "Registration Statement" means the registration statement referred to in the preceding paragraph and any registration statement required to be filed under the Securities Act or rules thereunder, including amendments, incorporated documents, exhibits and financial statements, in the form in which it has or shall become effective and, in the event that any post-effective amendment thereto becomes effective prior to the Issuance Date, shall also mean such registration statement as so amended. Such term shall include Rule 430A Information deemed to be included therein at the Effective Date as provided by Rule 430A. 2 "Rule 424" and "Rule 430A" refer to such rules under the Securities Act. "Rule 430A Information" means information with respect to the Offered Notes and the offering thereof permitted, pursuant to Rule 430A, to be omitted from the Registration Statement when it becomes effective. "Underwriters" means First Union Capital Markets Corp. and ________. "Underwriting Information" has the meaning given to such term in Section 8(b) hereof. Section 2. Purchase and Sale of Offered Notes. (a) Subject to the terms and conditions and in reliance upon the covenants, representations and warranties set forth herein, the Underwriters agree to purchase from the Issuer the Class A Initial Principal Amount of the Class A Notes, Class B Initial Principal Amount of the Class B Notes, Class C Initial Principal Amount of the Class C Notes and Class D Initial Principal Amount of the Class D Notes pursuant to the terms of this Agreement on the Issuance Date at the purchase price or prices (the "Purchase Price") set forth on Schedule A attached hereto. (b) The obligations of each of the Underwriters hereunder to purchase the respective Offered Notes of each Class shall be several and not joint. Each Underwriter's obligation shall be to purchase the aggregate principal amount of Offered Notes of the related Class as is indicated with respect to each Underwriter on Schedule A attached hereto. The rights of the Issuer, Copelco and the non-defaulting Underwriter shall be as set forth in Section 13 hereof. (c) It is understood that the Underwriters propose to offer the Offered Notes for sale to the public in the manner set forth in the Final Prospectus. Section 3. Delivery and Payment. (a) Delivery of and payment for the Offered Notes to be purchased by the Underwriters shall be made at the offices of Dewey Ballantine LLP, 1301 Avenue of the Americas, New York, New York, at 10:00 A.M., New York time, on September __, 1999 (the "Issuance Date"). The Offered Notes shall be registered in the names of the Underwriters against payment by the Underwriters of the Purchase Price therefor, to or upon the order of the Issuer by one or more wire transfers in immediately available funds. Following the Effective Date, at the request of the Underwriters, delivery of one or more global notes (the "Global Notes") representing the Offered Notes shall be made to the respective accounts of the Underwriters against delivery to the Trustee of the originally issued Offered Notes (the date of such delivery being hereinafter referred to as the "Exchange Date"). The Global Notes to be so delivered shall be registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC"). The interests of beneficial owners of the Offered Notes will be represented by book entries on the records 3 of DTC and participating members thereof. Definitive Notes representing the Offered Notes will be available under the circumstances described in the Indenture. Section 4. Representations and Warranties. (a) The Issuer hereby represents and warrants to, and agrees with, the Underwriters as follows: (i) The Issuer meets the requirements for use of Form S-1 under the Securities Act of 1933, as amended (the "Securities Act") and has filed with the Securities and Exchange Commission (the "Commission") a registration statement (Registration No. 333-75673), including the Preliminary Prospectus relating to the Offered Notes, on such Form S-1 for the registration under the Securities Act of the Offered Notes. Such Registration Statement has been declared effective. The Issuer may have filed one or more amendments thereto, including the related Preliminary Prospectus, each of which has previously been furnished to you. The Issuer will file with the Commission either, (A) prior to the effectiveness of such Registration Statement, a further amendment thereto (including the form of Final Prospectus) or, (B) after effectiveness of such Registration Statement, a Final Prospectus in accordance with Rules 430A and 424(b)(1) or (4). In the case of clause (B), the Issuer will include in such Registration Statement, as amended at the Effective Date, all information (other than Rule 430A Information) required by the Securities Act and the rules thereunder to be included with respect to the Offered Notes and the offering thereof. As filed, such amendment and form of Final Prospectus, or such Final Prospectus, shall include all Rule 430A Information and, except to the extent you shall agree in writing to a modification, shall be in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus which has previously been furnished to you) as the Issuer has advised you, prior to the Execution Time, will be included or made therein. (ii) On the Effective Date, the Registration Statement did or will comply in all material respects with the applicable requirements of the Securities Act and the rules thereunder; on the Effective Date and when the Final Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Issuance Date, the Final Prospectus will comply in all material respects with the applicable requirements of the Securities Act and the rules thereunder; on the Effective Date, the Registration Statement did not or will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and the Final Prospectus, as of its date and on the Issuance Date, did not or will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; the statements in "Description of the Notes" in the Final Prospectus, to the extent they constitute a summary of the 4 Notes, the Indenture and the Assignment and Servicing Agreement, constitute a fair and accurate summary thereof; provided, however, that the Issuer makes no representations or warranties as to the Underwriting Information. (iii) This Agreement has been duly authorized, executed and delivered by the Issuer and constitutes a legal, valid and binding agreement of the Issuer enforceable in accordance with its terms, except that the provisions hereof relating to indemnification of the Underwriters may be subject to limitations of public policy. (iv) Each of the Indenture and the Assignment and Servicing Agreement (the "Assignment and Servicing Agreement") has been duly authorized by the Issuer and, when executed and delivered by the Issuer, will constitute the legal, valid and binding obligation of the Issuer, enforceable in accordance with its terms. (v) The issuance of the Offered Notes has been duly authorized by the Issuer and, when duly and validly executed, authenticated and delivered in accordance with the Indenture and this Agreement, will be the legal, valid and binding obligations of the Issuer, enforceable in accordance with their terms, and entitled to the benefits of the Indenture. (vi) The issue and sale of the Offered Notes and the performance of this Agreement, the Indenture and the Assignment and Servicing Agreement by the Issuer will (A) not conflict with or result in a breach of, and will not constitute a default under any of the provisions of, its certificate of incorporation or any law, governmental rule or regulation, or any judgment, decree or order binding on the Issuer or its properties, or any of the provisions of any indenture, mortgage, deed of trust, contract or other agreement or instrument to which the Issuer is a party or by which it is bound or (B) not result in the creation or imposition of any adverse claim and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Offered Notes or the consummation by the Issuer of the transactions contemplated by this Agreement, except such consents, approvals, authorizations, registrations or qualifications as may be required under the Securities Act and under state securities or Blue Sky laws in connection with the purchase and distribution of the Offered Notes by the Underwriters. (vii) The Issuer is not, and will not, as of the Issuance Date, be an "investment company" under the Investment Company Act of 1940, as amended (the "1940 Act"). (viii) The Indenture, when executed and delivered, will have been duly qualified under the Trust Indenture Act of 1939. 5 (b) Copelco hereby represents and warrants to and agrees with the Underwriters as follows: (i) This Agreement has been duly authorized, executed and delivered, the Indenture and the Assignment and Servicing Agreement have been duly authorized, and this Agreement constitutes, and when executed and delivered, the Indenture and the Assignment and Servicing Agreement will constitute the legal, valid and binding obligations of Copelco, enforceable in accordance with their respective terms, except that the provisions hereof relating to indemnification of the Underwriters may be subject to limitations of public policy and each of the Indenture and the Assignment and Servicing Agreement conforms in all material respects to the description thereof contained in the Prospectus. (ii) The performance of this Agreement by Copelco, and the consummation by Copelco of the transactions herein contemplated, will (A) not conflict with or result in a breach of, and will not constitute a default under any of the provisions of its certificate of incorporation or by-laws or any law, governmental rule or regulation, or any judgment, decree or order binding on Copelco or its properties, or any of the provisions of any indenture, mortgage, deed of trust, contract or other agreement or instrument to which Copelco is a party or by which it is bound or (B) not result in the creation or imposition of any Adverse Claim and no consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body is required for the consummation by Copelco of the transactions contemplated by this Agreement, except such consents, approvals, authorizations, registrations or qualifications as may be required under the Securities Act and under state securities or Blue Sky laws in connection with the purchase and distribution of the Offered Notes by the Underwriters. As used herein, "Adverse Claim" means a lien, pledge, security interest or other charge or encumbrance. (iii) Copelco hereby makes and repeats the representations and warranties set forth in Section 2 of the Assignment and Servicing Agreement. Such representations and warranties are incorporated by reference in this Section 4(b), and the Underwriters may rely thereon as if such representations and warranties were fully set forth herein. (iv) Copelco represents and warrants it has delivered to the Underwriters complete and correct copies of its balance sheet and statements of income and retained earnings reported by Copelco Capital Inc. and Copelco Financial Services Group, Inc. (the "Copelco Entities") for the year ended December 31, 1998 and the period ended March 31, 1999. Except as set forth in or contemplated in the Registration Statement and the Final Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Copelco Entities since March 31, 1999. 6 (v) Any taxes, fees and other governmental charges arising from the execution and delivery of this Agreement, the Assignment and Servicing Agreement and the Indenture and in connection with the execution, delivery and issuance of the Offered Notes and with the transfer of the Leases and the Equipment, have been paid or will be paid by the Issuer prior to the Closing Date. (vi) KPMG LLP is an independent public accountant with respect to the Copelco Entities and the Issuer within the meaning of the Securities Act and the rules and regulations promulgated thereunder. (vii) Each of the Issuer and Copelco represents and warrants to you that there is no pending or threatened action, suit or proceeding against or affecting it in any court or tribunal or before any arbitrator of any kind or before or by any governmental authority (i) asserting the invalidity of this Agreement, the Assignment and Servicing Agreement, the Indenture or the Offered Notes, (ii) seeking to prevent the issuance of the Offered Notes or the consummation of any of the transactions contemplated by this Agreement, the Assignment and Servicing Agreement or the Indenture or (iii) seeking any determination or ruling that might materially and adversely affect (A) its performance of its obligations under this Agreement, the Assignment and Servicing Agreement or the Indenture (as applicable) or (B) the validity or enforceability of this Agreement, the Assignment and Servicing Agreement, the Indenture or the Offered Notes. (c) The Underwriters severally and not jointly will represent and agree that: (i) it has not offered or sold, and, prior to the expiration of six months from the Issuance Date, will not offer or sell, any Offered Notes to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for purposes of their business, or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995; (ii) it has complied and will comply with all applicable provisions of the Financial Services Act 1986 with respect to anything done by it in relation to the Offered Notes in, from or otherwise involving the United Kingdom; and (iii) it has only issued or passed on and will only issue or pass on in the United Kingdom any document received by it in connection with the issue of the Offered Notes to a person who is of a kind described in Article 11(3) of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1995 or persons to whom such document may otherwise lawfully be issued, distributed or passed on. 7 Section 5. Covenants of the Issuer and Copelco. The Issuer and Copelco, jointly and severally, hereby covenant and agree with you as follows: (a) To use best efforts to cause the Registration Statement, and any amendment thereto, if not effective as of the date hereof, to become effective. If the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Final Prospectus is otherwise required under Rule 424(b), the Issuer will file the Final Prospectus, properly completed, pursuant to Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Underwriters of such timely filing. The Issuer will promptly advise the Underwriters (i) when the Registration Statement shall have become effective, (ii) when any amendment thereof shall have become effective, (iii) of any request by the Commission for any amendment or supplement of the Registration Statement or the Final Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose, and (v) of the receipt by the Issuer of any notification with respect to the suspension of the qualification of the Offered Notes for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Issuer will not file any amendment of the Registration Statement or supplement to the Final Prospectus to which the Underwriters reasonably object. The Issuer and Copelco will use their best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. (b) If, at any time when a Final Prospectus relating to the Offered Notes is required to be delivered under the Securities Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or, if it shall be necessary to supplement such Final Prospectus to comply with the Securities Act or the rules thereunder, the Issuer promptly will prepare and file with the Commission, subject to paragraph (a) of this Section 5, a supplement which will correct such statement or omission or an amendment which will effect such compliance. (c) As soon as practicable, the Issuer will make generally available to the holders of the Offered Notes (the "Offered Noteholders") and to the Underwriters an earnings statement or statements of the Issuer which will satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 under the Securities Act. (d) The Issuer will furnish to the Underwriters and counsel for the Underwriters, without charge, a signed copy of the Registration Statement (including exhibits thereto) and, so long as delivery of a prospectus by any of the Underwriters or any dealer may be required by the Securities Act, as many copies of each Final Prospectus relating to the Offered Notes and any supplement thereto as the Underwriters may reasonably request. (e) Copelco and the Issuer will take all reasonable actions requested by the Underwriters to arrange for the qualification of the Offered Notes for sale under the 8 laws of such jurisdictions within the United States or as necessary to qualify for DTC and as the Underwriters may designate, will maintain such qualifications in effect so long as required for the completion of the distribution of the Offered Notes; provided, in connection therewith the Issuer shall not be required to qualify as a foreign corporation doing business in any jurisdiction. (f) For so long as the Offered Notes are outstanding, the Issuer and Copelco shall deliver to the Underwriters by first-class mail and as soon as practicable a copy of all reports and notices delivered to the Rating Agencies, the Trustee or the Offered Noteholders under the Indenture. (g) For so long as the Offered Notes are outstanding, the Issuer and Copelco will furnish to the Underwriters as soon as practicable after filing any other information concerning the Issuer or Copelco filed with any government or regulatory authority which is otherwise publicly available. (h) To the extent, if any, that any rating provided with respect to the Notes set forth in Section 6(g) hereof is conditional upon the furnishing of documents reasonably available to the Issuer or Copelco, the Issuer and Copelco shall furnish such documents within any required time period. Section 6. Conditions of Underwriters' Obligation. The obligations of the Underwriters to purchase and pay for the Offered Notes on the Issuance Date shall be subject to the accuracy in all material respects of the representations and warranties of the Issuer and Copelco herein, in the Assignment and Servicing Agreement and in the Indenture, to the performance by the Issuer and Copelco in all material respects of their obligations hereunder and to the following additional conditions: (a) The Issuer and Copelco shall each have delivered a certificate (an "Officer's Certificate"), dated the Issuance Date, signed by its Vice President and its Chief Financial Officer, to the effect that: (i) the representations and warranties made by the Issuer or Copelco (as the case may be) in this Agreement, the Indenture and the Assignment and Servicing Agreement are true and correct in all material respects at and as of the date of such Officer's Certificate as if made on and as of such date (except to the extent they expressly relate to an earlier date); (ii) the Issuer or Copelco (as the case may be) has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied under this Agreement, the Indenture and the Assignment and Servicing Agreement at or prior to the date of such Officer's Certificate; (iii) nothing has come to such officer's attention that would lead him to believe that the Final Prospectus contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and 9 (iv) such officer is not aware of (A) any request of the Commission for further amendment of the Registration Statement or the Final Prospectus for any additional information, (B) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation or threatening of any proceeding for that purpose or (C) any notification with respect to the suspension of the qualification of the Offered Notes for sale in any jurisdiction or the threatening of any proceeding for that purpose. (b) You shall have received from Spencer N. Lempert, Esq., a favorable opinion (subject to customary and usual qualifications) with respect to Copelco and the Issuer, dated the Issuance Date and reasonably satisfactory in form and substance to the Underwriters and their counsel with respect to, or to the effect that: (i) the due formation and qualification of each of the Issuer and Copelco and that the Issuer and Copelco, as applicable, have the corporate power and authority to perform this Agreement, the Assignment and Servicing Agreement, the Indenture and the Placement Agreement (the "Transaction Documents") and the transactions contemplated herein and therein; (ii) the due authorization, execution, delivery and enforceability of this Agreement and the other Transaction Documents as applicable, by the Issuer and Copelco; (iii) each of this Agreement and the other Transaction Documents are the legal, valid and binding obligation of the Issuer and Copelco, as applicable, enforceable against each of them in accordance with its terms (subject to customary exceptions relating to bankruptcy and laws affecting creditors' rights); (iv) the Offered Notes have been duly authorized, executed and delivered by the Issuer and constitute the legal, valid and binding obligations of the Issuer, enforceable in accordance with their terms (subject to customary exceptions as to bankruptcy and laws affecting creditors' rights) and are entitled to the benefits of the Indenture; (v) the issuance and sale of the Offered Notes by the Issuer, the performance of this Agreement by the Issuer and Copelco and the compliance by the Issuer and Copelco with the terms of the Transaction Documents, as applicable, and the consummation of the transactions contemplated herein and therein will not conflict with the organizational documents of the Issuer or Copelco, or any other contracts to which the Issuer or Copelco is a party or by which either of them is bound; (vi) there is no legal or governmental proceeding pending or, to the best of my knowledge, threatened against the Issuer or Copelco which would have a material adverse effect on the issuance of the Offered Notes; (vii) in the event a court disregarded the intent of the parties and characterized the transfers as a pledge of collateral, the Assignment and Servicing Agreement and accompanying documentation creates a valid security interest in the Leases and the Equipment (or interests therein) under applicable law; (viii) assuming no prior financing statements covering the Leases are in effect based on a review of certain UCC searches, that financing statements covering the Leases and naming (A) the Issuer as secured party and Copelco as debtor and (B) the Issuer as debtor and the Trustee as secured party are being filed in the appropriate filing offices of the State of New Jersey, and assuming that the Trustee has taken possession of the Leases, the Trustee has a first priority perfected security interest in all right, title and interest of Copelco and the Issuer in the Leases; and (ix) on the Issuance Date the Registration Statement is effective, and, that to the best of such counsel's knowledge no stop order suspending the effectiveness of the Registration Statement has been issued or is threatened, and that although such counsel is not passing on the factual accuracy, 10 completeness or fairness of the statements contained in the Registration Statement and the Prospectus, nothing came to such counsel's attention that leads such counsel to believe that either the Registration Statement or the Prospectus (as of the Effective Date or the date of the Prospectus) contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. In rendering such opinion, counsel may rely, to the extent deemed proper and as stated therein, as to matters of fact on certificates of responsible officers of the Issuer or Copelco and public officials and as to matters of state law of jurisdictions other than the jurisdictions in which such counsel is admitted to practice, on opinions of local counsel satisfactory to the Underwriters. (c) The Underwriters shall have received from Dewey Ballantine LLP, special counsel for the Underwriters, such opinion or opinions, dated the Issuance Date, with respect to the validity of the Offered Notes, the Registration Statement, the Final Prospectus, true sale, nonconsolidation, enforceability of the Transaction Documents and the Notes, certain securities law issues, perfection, federal taxes, and other related matters as the Underwriters may require. (d) At the Execution Time and at the Issuance Date, KMPG LLP shall have furnished to the Underwriters a letter or letters, dated the date of this Agreement and the Issuance Date, respectively, in form and substance satisfactory to the Underwriters. (e) The Class A-1 Notes shall have been rated at least "___", "___", and "______", that the Class A-2, A-3, and A-4 notes be rated at least "___", "___", and "______", that the Class B Notes be rated at least "___", "___", and "_____", that the Class C Notes be rated at least "___", "___", and "_____", and that the Class D Notes be rated at least "___", "___", and "___" by Moody's Investors Service, Inc., Duff & Phelps Credit Ratings Co., and Standard and Poors Rating Group, a division of McGraw-Hill Companies, Inc, respectively, which ratings shall not have been reduced or withdrawn as evidenced by the Officer's Certificate referred to in Section 6(b). (f) Counsel to the Trustee shall have delivered a favorable opinion (subject to customary and usual exceptions), dated the Issuance Date, as the case may be, and satisfactory in form and substance to the Underwriters and counsel for the Underwriters and to the Issuer and Copelco and their counsel with respect to, or to the effect that: (i) the due incorporation and valid existence of the Trustee, (ii) the due authorization, execution and delivery by the Trustee of the Indenture, (iii) the Indenture is the legal, valid and binding obligation of the Trustee, enforceable against the Trustee in accordance with its terms (subject to customary and usual exceptions) and (iv) the execution, delivery and performance of the Indenture will not conflict with the Trustee's organizational documents. (g) All proceedings in connection with the transactions contemplated by this Agreement and all documents incident hereto shall be reasonably satisfactory in form and substance to you, and your special counsel shall have received such other information, certificates and documents as you or they may reasonably request. 11 Section 7. Reimbursement of Expenses. In the event that (x) no closing of the sale of the Offered Notes occurs by the Issuance Date through no fault of the Issuer or Copelco or because the conditions set forth in Section 6 have not been met, or (y) the Underwriters terminate the engagement pursuant to Section 10 or because any conditions precedent in Section 6 have not been fulfilled, then the Issuer and Copelco's liability to the Underwriters shall be limited to the reimbursement of the Underwriters' expenses incurred through the date of termination for its reasonable out-of-pocket and incidental expenses. In addition, whether or not the Offered Notes are issued or sold: (a) The Issuer or Copelco shall pay the reasonable fees and expenses associated with the transactions contemplated hereby not paid by the Underwriters in accordance with the provisions of Section 7(b), including, without limitation, the following fees and expenses: (i) Rating Agency fees payable with respect to their ratings of the Notes; (ii) fees charged by the firm of independent public accountants referred to in Section 6(d); (iii) filing fees in connection with the transactions contemplated hereby, including, but not limited to, the Commission; (iv) reasonable fees and expenses of Dewey Ballantine LLP; (v) Trustee's fees and fees of counsel to the Trustee; (vi) the costs and expenses of printing the Registration Statement and the Prospectus; (vii) the costs of printing or reproducing this Agreement, the Blue Sky Survey and any other documents in connection with the offer, sale and delivery of the Offered Notes; (viii) all expenses in connection with the qualification of the Offered Notes under state securities laws as provided in section 4(a)(vi), including the fees and disbursements of counsel in connection with the Blue Sky Survey; (ix) the cost of preparing the Offered Notes; (x) the cost or expenses of any transfer agent or registrar; and (xi) all other costs and expenses incident to the performance of their obligations hereunder which are not otherwise specifically provided for in this Section 7; provided, however, that Copelco does not hereby waive any rights to reimbursement from the Underwriters in the event of any of the Underwriters' failure to perform in accordance with this Agreement. 12 (b) It is understood and agreed that, except as provided in Sections 8 and 9, the Underwriters will pay securities transfer taxes on the resale of any of the Offered Notes by them, and any advertising expenses connected with any offers they may make. Section 8. Indemnification and Contribution. (a) The Issuer and Copelco, jointly and severally, will indemnify and hold harmless each Underwriter, the officer's and directors of each Underwriter, and each person, if any, who controls an Underwriter within the meaning of Section 15 of the Securities Act from and against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter or any such controlling person may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Final Prospectus, or any amendment or supplement thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in the light of the circumstances under which they were made not misleading, and will promptly reimburse each such Underwriter and each such controlling person for any legal or other expenses reasonably incurred by such Underwriter or such controlling person in connection with investigating, preparing to defend or defending, or appearing as a third-party witness in connection with, any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Issuer and Copelco shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement or the Final Prospectus or any such amendment or supplement, in reliance upon and in conformity with the Underwriting Information (defined below). The foregoing indemnity agreement is in addition to any liability which each of the Issuer and Copelco may otherwise have to you or any person who controls you. (b) Each Underwriter agrees severally, and not jointly, to indemnify and hold harmless the Issuer and Copelco against any losses, claims, damages or liabilities to which the Issuer or Copelco may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Final Prospectus, or any amendment or supplement thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in the light of the circumstances under which they were made not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement or the Final Prospectus or any such amendment or supplement, in reliance upon and in conformity with written information furnished to the Issuer or Copelco by or on behalf of such Underwriter expressly for use therein and provided that such written information was not based upon Company-Provided Information (as defined herein); and will reimburse the Issuer or Copelco for any legal or other expenses reasonably incurred by the Issuer or Copelco in connection with the investigating, preparing to defend or defending, or appearing as a 13 third-party witness in connection with, any such loss, claim, damage, liability or action as such expenses are incurred. The Issuer and Copelco acknowledge that the statements set forth in the second and sixth paragraph under the heading "Underwriting" in the Registration Statement, the Preliminary Prospectus and the Final Prospectus constitute the only information furnished in writing by or on behalf of the Underwriters for inclusion in the Registration Statement, the Preliminary Prospectus or the Final Prospectus (the "Underwriting Information"), and each of you confirm that such statements are correct. The foregoing indemnity agreement is in addition to any liability which you may otherwise have to each of the Issuer and Copelco. (c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the claim or commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party; provided, however, that if the defendants in any such action include both the indemnified party and the indemnifying party, and the indemnified party shall have been advised by counsel that representation of such indemnified party and the indemnifying party may be inappropriate under applicable standards of professional conduct due to actual or potential differing interests between them, the indemnified party or parties shall have the right to select separate counsel to defend such action on behalf of such indemnified party or parties. It is understood that the indemnifying party shall, in connection with any such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of only one separate firm of attorneys together with appropriate local counsel at any time from all indemnified parties not having actual or potential differing interests with any other indemnified party. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to appoint counsel to defend such action and approval by the indemnified party of such counsel, the indemnifying party will not be liable for any settlement entered into without its consent and will not be liable to such indemnified party under this Section 8 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in accordance with the proviso to the next preceding sentence, (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party; and except that, if clause (i) or (iii) is applicable, such liability shall be only in respect of the counsel referred to in such clause (i) or (iii). Notwithstanding the immediately preceding sentence and the first sentence of this paragraph, if at any time an indemnified party shall have requested an indemnifying party 14 to reimburse the indemnified party for fees and expenses of counsel, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. (d) You agree to deliver to the Issuer or Copelco no later than the date on which the Prospectus is required to be filed pursuant to Rule 424 with a copy of its Derived Information (defined below) for filing with the Commission. (e) You agree, assuming all Company-Provided Information (defined below) is accurate and complete in all material respects, to indemnify and hold harmless the Issuer and Copelco against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained in the Derived Information provided by you, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by him, her or it in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred. Your obligations under this Section 8(e) shall be in addition to any liability which you may otherwise have. (f) Each of the Issuer and Copelco agrees to indemnify and hold harmless the Underwriters, each of the Underwriters' officers and directors and each person who controls the Underwriters within the meaning of Section 15 of the 1933 Act against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained in the Company-Provided Information provided by the Issuer or Copelco, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by him, her or it in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred. Your obligation under this Section 8(f) shall be in addition to any liability which you may otherwise have. The procedures set forth in Section 8(c) shall be equally applicable to Sections 8(e) and 8(f). 15 (g) For purposes of this Section 8, the term "Derived Information" means such portion, if any, of the information delivered to the Issuer or Copelco by the Underwriters pursuant to Section 8(d) for filing with the Commission as: (i) is not contained in the Final Prospectus without taking into account information incorporated therein by reference; (ii) does not constitute Company-Provided Information; and (iii) is of the type of information defined as Collateral Term Sheets, Structural Term Sheets or Computational Materials (as such terms are interpreted in the No-Action Letters). "Company-Provided Information" means any computer tape furnished to the Underwriters by the Company concerning the Leases or any other information furnished by the Company to the Underwriters that is relied on or is reasonably anticipated by the parties hereto to be relied on by the Underwriters in the course of the Underwriters' preparation of its Derived Information or the written information to be included in the Final Prospectus or Preliminary Prospectus by the Underwriters as set forth in Section 8(b) herein. The terms "Collateral Term Sheet" and "Structural Term Sheet" shall have the respective meanings assigned to them in the February 13, 1995 letter (the "PSA Letter") of Cleary, Gottlieb, Steen & Hamilton on behalf of the Public Securities Association (which letter, and the SEC staff's response thereto, were publicly available February 17, 1995). The term "Collateral Term Sheet" as used herein includes any subsequent Collateral Term Sheet that reflects a substantive change in the information presented. The term "Computational Materials" has the meaning assigned to it in the May 17, 1994 letter (the "Kidder letter" and together with the PSA Letter, the "No-Action Letters") of Brown & Wood on behalf of Kidder, Peabody & Co., Inc. (which letter, and the SEC staff's response thereto, were publicly available May 20, 1994). (h) If the indemnification provided for in this Section 8 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions or proceedings in respect thereof) referred to therein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Issuer and Copelco on the one hand and the Underwriters on the other from the offering of the Offered Notes. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Issuer or Copelco on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, 16 claims, damages or liabilities (or actions or proceedings in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Issuer or Copelco on the one hand and the Underwriters on the other shall be deemed to be in the same proportion that the total net proceeds from the offering (before deducting expenses) received by the Issuer and Copelco bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Final Prospectus. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Issuer or Copelco on the one hand or the Underwriters on the other and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Issuer, Copelco and the Underwriters agree that it would not be just and equitable if contributions pursuant to this subsection (h) were determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to above in this subsection (h). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions or proceedings in respect thereof) referred to above in this subsection (h) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating, preparing to defend or defending, or appearing as a third-party witness in connection with, any such action or claim. Notwithstanding the provisions of this subsection (h), neither of the Underwriters shall be required to contribute any amount in excess of the underwriting discount as set forth on the cover page of the Prospectus paid to the respective Underwriter. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. (i) The obligations of the Issuer and Copelco under this Section 8 shall be in addition to any liability which the Issuer or Copelco may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any of the Underwriters within the meaning of the Securities Act; and the obligations of the Underwriters under this Section 8 shall be in addition to any liability which the Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Issuer and Copelco and to each person, if any, who controls the Issuer or Copelco within the meaning of the Securities Act. Section 9. Survival. The respective representations, warranties and agreements of the Issuer, Copelco and the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, notwithstanding any investigation heretofore or hereafter made by or on behalf of the Issuer, Copelco or the Underwriters, and such representations, warranties and agreements made by the Issuer and Copelco shall survive the delivery and payment for the Offered Notes. The provisions of Sections 7 and 8 shall survive the termination or cancellation of this Agreement. 17 Section 10. Termination. (a) This Agreement may be terminated by you in your absolute discretion at any time upon the giving of notice at any time prior to the Issuance Date: (i) if there has been any material adverse change in the condition, financial or otherwise, of Copelco or the Issuer, or in the earnings, business affairs or business prospects of Copelco or the Issuer, whether or not arising in the ordinary course of business, or (ii) if there has occurred any outbreak or escalation of hostilities or other calamity or crisis the effect of which on the financial markets of the United States is such as to make it, in your reasonable judgment, impracticable to market the Offered Notes or enforce contracts for the sale of the Offered Notes, or (iii) if trading generally on either the American Stock Exchange or the New York Stock Exchange has been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either of said exchanges or by order of the Commission or any other governmental authority, or (iv) if a banking moratorium has been declared by either federal or New York authorities. In the event of any such termination, no party will have any liability to any other party hereto, except as otherwise provided in Section 7 or 8 hereof. (b) This Agreement may not be terminated by the Issuer or Copelco without the written consent of the Underwriters, except in accordance with law. (c) Notwithstanding anything herein to the contrary, in the event the Issuer or Copelco does not perform any obligation under this Agreement or any representation and warranty hereunder is incomplete or inaccurate in any material respect, this Agreement and all of the Underwriters' obligations hereunder may be immediately cancelled by the Underwriters by notice thereof to the Issuer or Copelco. Any such cancellation shall be without liability of any party to any other party except that the provisions of Sections 8 and 9 hereof shall survive any such cancellation. Section 11. Notices. All communications provided for or permitted hereunder shall be in writing and shall be deemed to have been duly given if personally delivered to or mailed by certified or registered mail, postage prepaid, or transmitted by telex or telegraph and confirmed by a similar mailed writing, if to you, addressed to you, at the addresses first stated in this Agreement, or to such other address as you may designate in writing to the Issuer and Copelco; if to Copelco, addressed to Copelco at One International Boulevard, Mahwah, New Jersey 07430, if to the Issuer, addressed to Copelco at East Gate Center, 700 East Gate Drive, Mount Laurel, New Jersey 08054-5400, or such other address as Copelco or the Issuer may have designated in writing to you. Section 12. Successors. This Agreement will inure to the benefit of and be binding upon the Issuer and Copelco and their successors and assigns and the Underwriters and their respective successors and assigns. Section 13. Default by One of the Underwriters. If one of the Underwriters shall fail on the Closing Date to purchase the Class A Notes, Class B Notes, 18 Class C Notes or Class D Notes, as the case may be, which it is obligated to purchase hereunder (the "Defaulted Notes"), the remaining Underwriter(s) (the "Non-Defaulting Underwriter(s)") shall have the right, but not the obligation, within one (1) Business Day thereafter, to make arrangements to purchase all, but not less than all, of the Defaulted Notes upon the terms herein set forth; if, however, the Non-Defaulting Underwriter(s) shall not have completed such arrangements within such one (1) Business Day period, then this Agreement shall terminate without liability on the part of the Non-Defaulting Underwriter(s). No action taken pursuant to this Section 13 shall relieve the defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, any of the Non-Defaulting Underwriters or the Company shall have the right to postpone the Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. Section 14. Entire Agreement. This Agreement and the documents referred to herein and to be delivered pursuant hereto constitute the entire agreement between the parties pertaining to the subject matter hereof and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties. Section 15. Governing Law. (a) THIS AGREEMENT IS TO BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS (AS OPPOSED TO CONFLICT OF LAWS PROVISIONS) OF THE STATE OF NEW YORK. (b) THE ISSUER AND COPELCO HEREBY SUBMIT TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES DISTRICT COURT LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY, AND EACH WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS BE MADE BY REGISTERED MAIL DIRECTED TO THE ADDRESS SET FORTH IN SECTION 11 HEREOF AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE DAYS AFTER THE SAME SHALL HAVE BEEN DEPOSITED IN THE U. S. MAILS, POSTAGE PREPAID. THE ISSUER AND COPELCO HEREBY WAIVE ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT. NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF THE ISSUER OR COPELCO TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR AFFECT EITHER'S RIGHT TO 19 BRING ANY ACTION OR PROCEEDING IN THE COURTS OF ANY OTHER JURISDICTION. (c) THE ISSUER AND COPELCO HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE ARISING OUT OF, CONNECTED WITH, RELATED TO, OR IN CONNECTION WITH THIS AGREEMENT. INSTEAD, ANY DISPUTE RESOLVED IN COURT WILL BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY. Section 16. Counterparts. This Agreement may be executed in two or more counterparts, each of which when so executed and delivered shall be an original, but all of which together shall constitute one and the same instrument. Section 17. Miscellaneous. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of the change, waiver, discharge or termination is sought. The headings in this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. If you are in agreement with the foregoing, please sign a counterpart hereof and return the same to the Issuer or Copelco, whereupon this Agreement shall become a binding agreement among the Underwriters, the Issuer and Copelco. 20 Very truly yours, COPELCO CAPITAL, INC. By: _____________________________ Name: Nicholas Antonaccio Title: Vice President, Chief Financial Officer & Treasurer COPELCO CAPITAL FUNDING LLC 99-B By: COPELCO MANAGER, INC., as manager By: _____________________________ Name: Stephen W. Shippie Title: Vice President The foregoing Agreement is hereby accepted and entered into as of the date hereof. FIRST UNION CAPITAL MARKETS CORP. as Representative of the Underwriters By: ___________________________________ Name: Title: [Signature Page to the Underwriting Agreement] SCHEDULE A The Class A Notes, Class B Notes, Class C Notes and Class D Notes will be purchased by Prudential Securities Incorporated and First Union Capital Markets Corp. in the following amounts: Prudential First Union Securities Capital Markets Incorporated Corp. Principal Underwriting Principal Amount Amount Discount ---------------- --------------- ------------- Class A-1 Notes $ $ Class A-2 Notes $ $ Class A-3 Notes $ $ Class A-4 Notes $ $ Class B Notes $ $ Class C Notes $ $ Class D Notes $ $ Totals $ $ SCHEDULE B EX-3.1 3 CERTIFICATE OF FORMATION CERTIFICATE OF FORMATION OF COPELCO CAPITAL FUNDING LLC 99-B 1. The name of the limited liability company is Copelco Capital Funding LLC 99-B (the "LLC") 2. The address of its registered office in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805. The name of its registered agent at such address is The Corporation Service Company. 3. This Certificate of Formation shall be effective as of the date hereof. 4. The period of duration of the LLC is perpetual. IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Copelco Capital Funding LLC 99-B this 31st day of March, 1999. Kerry Spittel -------------------- Authorized Signatory EX-3.2 4 LIMITED LIABILITY COMPANY AGREEMENT LIMITED LIABILITY COMPANY AGREEMENT OF COPELCO CAPITAL FUNDING LLC 99-B This Limited Liability Company Agreement, dated as of May 20, 1999, is adopted by Copelco Capital, Inc., a Delaware corporation as the sole member ("COPELCO"), and Copelco Manager, Inc., a Delaware corporation ("Copelco Manager"), acting as the initial manager (the "Manager"). WHEREAS, Copelco desires to form a limited liability company and engage Manager to manage the limited liability company pursuant to the terms hereof and Manager desires to be so engaged; NOW, THEREFORE, Copelco and the Manager in consideration of the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby covenant and agree as follows: ARTICLE I DEFINITIONS Section 1.1. DEFINED TERMS. "ACT" means the Delaware Limited Liability Company Act, Delaware Code Title 6, Sections 18-101 ET SEQ., as amended from time to time. "AFFILIATE" when used with respect to a Person shall mean any other Person controlling, controlled by, or under common control with, such Person. "AGREEMENT" shall mean this Limited Liability Company Agreement, as the same may be amended, supplemented or otherwise modified from time to time. "ASSOCIATE" shall mean, with respect to the definition of Independent Person, (1) a corporation or organization of which such Independent Person is an officer, director, member or partner or is, directly or indirectly, the beneficial owner of 10 percent or more of any class of equity securities, (2) any trust or other estate in which an Independent Person serves as trustee or in a similar capacity, or (3) any relative or spouse of an Independent Person, or any relative of such spouse, who has the same home as an Independent Person. "CAPITAL CONTRIBUTIONS" shall mean the amount of cash and the fair market value of property (as determined by the Manager and net of any liabilities to which such property is subject or which is deemed assumed by the Company) contributed to the Company by the Member (or the predecessor holder of the Interest of the Member). "COMPANY" shall mean the limited liability company formed hereby. 1 "COPELCO" shall have the meaning set forth in the preamble to this Agreement. "DISSOLUTION AND TERMINATION" shall be deemed to have occurred upon the earlier of the adoption of a plan of liquidation by the Manager and the Member in accordance with this Agreement or the effective date of dissolution in accordance with the Act. "INDEMNIFIED PARTY" means the Member, the Manager, any officer, agent, shareholder, director, employee or incorporator of the Member or the Manager, or any officer, manager, employee, organizer or agent of the Company. "INDENTURE" shall mean that certain Indenture dated as of [__________] between the Company, COPELCO and the Trustee. "INDEPENDENT DIRECTOR" shall mean a director of the Manager, not less than two (2) in number, who shall not be, and for the continuation of his or her service as Independent Director, is not: (1) a member, stockholder, director, officer, employee, Affiliate, Associate, customer or supplier of, or a Person that has received any benefit in any form whatever from, the Company or any of its Affiliates or Associates, (2) a Person owning beneficially, directly or indirectly, any interest in the Company, or a stockholder, director, officer, employee, Affiliate, Associate, customer or supplier thereof, or a Person that has received any direct economic benefit in any form whatever from, or a Person that has provided any service in any form whatever to, such beneficial owner or any of such beneficial owner's Affiliates or Associates; PROVIDED, HOWEVER, that no Person shall be excluded from qualifying as an Independent Person solely by reason of serving as a director or manager of one or more other Affiliates of COPELCO that are special purpose, bankruptcy remote entities. "INSOLVENCY EVENT" shall mean with respect to the Member: (i) the entry of a decree or order by a court or agency for a receiver or liquidator for the Member, in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of the Member's affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; (ii) the consent by the Member to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Member or of or relating to substantially all of the Member's property; or (iii) the Member shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations. "INTEREST" shall mean the Member's ownership interest in the Company. "MANAGER" shall initially have the meaning set forth in the preamble to this Agreement, and thereafter, as applicable, shall mean the Person selected by the Member pursuant to SECTION 5.1 as the manager) of the Company. 2 "MEMBER" shall initially mean Copelco. "NET CASH FLOW" shall mean, as of any date, any and all amounts received by the Company on or before such date (other than Capital Contributions), less (i) amounts previously distributed under SECTION 4.1, (ii) unpaid costs and accrued expenses pursuant to SECTION 4.2 and (iii) all other cash expenditures made by or on behalf of the Company. "PERSON" shall mean any individual, partnership, corporation, trust, limited liability company, association, joint venture, estate, governmental entity or other legal person. "ASSIGNMENT AND SERVICING AGREEMENT" shall mean that certain assignment and servicing agreement dated as of [___________] between COPELCO and the Company. "SECRETARY" means the Secretary of State of Delaware. "TRUSTEE" shall mean [_______________________________], as Trustee under the Indenture. ARTICLE II DEFINITIONS Section 2.1. FORMATION OF LIMITED LIABILITY COMPANY. The Member has resolved to form a limited liability company (the "Company") pursuant to the Act. For that purpose, COPELCO has caused a Certificate of Formation to be executed and filed with the Secretary. Each Person from time to time serving as a Manager or as an agent of the Manager shall be, and hereby is, designated as an "authorized person" within the meaning of Section 18-204 of the Act, and is authorized and empowered to execute certificates to be filed with the Secretary under the Act. The Manager may assign, in writing, titles (including, without limitation, President, Vice President, Secretary and Treasurer) to any such person. Unless the Manager withholds the same in such written assignment of title or the delegation is otherwise precluded by this Agreement, if the title is commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the power, authority and duties that are normally associated with that office. Copelco shall be, and hereby is, admitted as the sole member of the Company, and its Interest in the Company shall be, and hereby is, authorized and issued. The Company is authorized to issue 1000 Membership Interests of which 100 such units have been issued to COPELCO. All Membership Interests in the Company may be evidenced by a certificate of limited liability company interest issued by the Company. Nothing contained herein shall preclude the Member from pledging its Membership Interests to the Trustee. 3 Section 2.2. COMPANY NAME AND PRINCIPAL OFFICE. The name of the Company shall be "COPELCO CAPITAL Funding LLC 99-B". The Manager shall have the power and authority and is hereby authorized and empowered, at any time to change the name of the Company. The principal business and chief executive office of the Company shall be 700 East Gate Drive, Mount Laurel, New Jersey 08054. The business of the Company may also be conducted at such additional place or places as the Member may determine. Section 2.3. OFFICE OF AND AGENT FOR SERVICE OF PROCESS. The registered office of the Company in Delaware shall be maintained at Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805-1297. The Company's agent for service of process at such address shall be Corporation Service Company. The Manager shall have the power and the authority, and is hereby authorized and empowered to change, at any time and from time to time, the location of such registered office and/or such registered agent upon compliance with the Act. Section 2.4. TERM. The Company has been formed and shall commence on the date the Certificate of Formation was filed with the Secretary, namely [NICOLE TO OBTAIN DATE]. The Company shall have a perpetual existence until cancellation of the Company's Certificate of Formation. Section 2.5. PURPOSE OF COMPANY. The purpose to be conducted or promoted by the Company is to engage in the following activities: (a) to acquire and own lease contracts of healthcare, manufacturing and business equipment (together with all accessories, additions, repairs and parts constituting a part thereof and all accessions thereto, the "EQUIPMENT"), the monies due thereunder, the Equipment and interests therein, insurance policies related thereto or rights to receive the proceeds thereof, and other related rights and assets, and beneficial interests in any or all of the foregoing (collectively, "ASSETS"); (b) to acquire, own, hold, service, lease, re-lease, transfer, sell, assign, pledge, invest, lend and otherwise deal with Assets and interests in Assets, cash, marketable securities, deposit or investment accounts, demand notes and any proceeds or further rights associated with any of the foregoing; (c) to issue and sell notes collateralized by any or all of the Assets pursuant to the Indenture; 4 (d) to hold and enjoy all of the rights and privileges as the owner or otherwise of the Assets; (e) to enter into, execute, deliver and perform its obligations under the Assignment And Servicing Agreement or any other agreement related to the Assets (the "SECURITIZATION AGREEMENTS"); (f) to enter into and perform obligations under any intercompany services agreement or management agreement with the Member, the Manager or any affiliate of either thereof; and (g) to engage in any activity and to exercise any powers permitted to limited liability companies under the laws of the State of Delaware that are related or incidental to the foregoing and necessary, convenient or advisable to accomplish the foregoing. The Company shall have the power and authority, and is hereby authorized and empowered, to engage in the activities set forth in this SECTION 2.5, and activities that are required or convenient for the performance of any of its obligations pursuant to any of the agreements to which it is a party referred to in this SECTION 2.5 and other activities approved in accordance with SECTION 5.5. Section 2.6. ADDRESSES OF THE MEMBER AND THE MANAGER. The addresses of the Member and the Manager are set forth in EXHIBIT A. Section 2.7. EXCLUSIVITY. No Person may be admitted to the Company as an additional or substitute member, except as expressly set forth in this Agreement. Section 2.8. TAX CHARACTERIZATION. It is the intention of the parties hereto that, for income and franchise tax purposes, the Company shall be disregarded as a taxable entity separate from COPELCO. The Company shall not elect, for income or franchise tax purposes, to be treated as a corporation. ARTICLE III CAPITAL CONTRIBUTIONS Section 3.1. CONTRIBUTIONS. The Member shall contribute concurrently with the execution of this Agreement or has already contributed such amount as is represented by the property described in EXHIBIT B as its Capital Contribution to the Company. Such contribution is an absolute transfer and assignment of such property to the Company, without recourse or warranty. The Manager has not made and shall not make any Capital Contributions to the Company. Section 3.2. ADDITIONAL CONTRIBUTIONS. The Member shall have no obligation to make additional contributions after the date hereof, but may elect to do so from time to time. 5 ARTICLE IV DISTRIBUTIONS Section 4.1. DISTRIBUTIONS OF NET CASH FLOW. Distributions of Net Cash Flow shall be made to the Member by the Manager at such times and in such amounts as determined by the Manager, provided such distributions are not prohibited by any agreement to which the Company is a party or the Act. Section 4.2. EXPENSES OF THE COMPANY. The Company shall pay all costs and expenses incurred in connection with the Company's affairs (or shall reimburse the Manager for having incurred any such out-of-pocket expenses), including, without limitation, all expenses of conducting the business of the Company. The obligation to pay such costs and expenses shall be limited to the available assets of the Company. ARTICLE V MANAGEMENT Section 5.1. MANAGER. (a) The Member shall appoint the Manager and hereby appoints the Copelco Manager as the initial Manager. (b) The Manager, without the approval or authorization of the Member, shall have full and exclusive management and control of the business and affairs of the Company, including, without limitation, the power and authority to appoint Persons to act on behalf of the Company, to hire employees and agents and appoint officers to perform such functions as from time to time shall be delegated to such employees, agents, and officers by the Manager and to determine the compensation of any employees, agents and officers of the Company or to delegate some or all compensation decisions to officers or employees of the Company. Except as otherwise expressly provided in this Agreement, in the event that more than one (1) Manager is appointed and acting in such capacity at any time, the Manager shall in all cases act as a group, with a majority vote or majority consent of the Managers then in office required to take any action. The Manager may adopt such rules and regulations for the conduct of their meetings and the management of the Company not inconsistent with this Agreement and the Act. (c) There shall be no change of Manager without prior confirmation from [MOODY'S INVESTOR SERVICE, INC., DUFF & PHELPS CREDIT RATING CO. AND FITCH IBCA, INC.] that such change will not result in either a downgrade or withdrawal of the then current ratings of the outstanding notes issued by the Company. Section 5.2. RESIGNATION. The Manager may resign at any time by giving written notice to the Member, PROVIDED that the Manager may resign only after (a) a successor Manager meeting the requirements and having similar restrictions in its certificate or other charter documents as the resigning manager AND MEETS THE REQUIREMENTS SET FORTH IN SECTION 5.1 AND (b) the successor Manager has executed a counterpart to this Agreement and has assumed the duties and obligations of the resigning Manager. 6 Section 5.3. REMOVAL. Any Manager may be removed with or without cause by the Member by written notice to the Manager being removed at any time. Such removal shall become effective only upon acceptance of appointment by a successor Manager meeting the requirements set forth in SECTION 5.1. Section 5.4. COMPENSATION. The Manager shall receive such compensation as shall from time to time be determined by the Member and shall be reimbursed by the Company for any reasonable out-of-pocket expenses incurred by the Manager on behalf of the Company. Section 5.5. LIMITATION ON ACTIONS. Notwithstanding any other provision of this Agreement and, to the fullest extent permitted by law, any provision of law that otherwise so empowers the Manager, the Manager shall not have the power or authority, and shall not be authorized or empowered, without the prior written unanimous consent of all of the directors of the Manager and the prior written consent of the Member, and any consent of any third party required under any agreement(s) referred to in SECTION 2.5, to cause the Company to do any of the following: (a) engage in any business or activity, including, without limitation, the incurrence of any indebtedness, other than as described in SECTION 2.5 or amend, alter, change or repeal SECTION 2.5 of this Agreement hereto or this SECTION 5.5; (b) incur any indebtedness, or assume or guaranty any indebtedness of any other entity, other than (i) indebtedness incurred or guaranteed pursuant to transactions set forth in SECTION 2.5 in connection with the issuance and sale of the notes referred to in SECTION 2.5(C) and the performance of its obligations under the agreements referred to in SECTION 2.5; and (ii) indebtedness incurred in the ordinary course of the business of the Company; (c) consolidate, convert or merge with or into any other Person or convey or transfer all or substantially all of its properties and assets to any other Person except as permitted by or in compliance with the provisions of the agreement(s) referred to in SECTION 2.5; or (d) dissolve or liquidate, in whole or in part, except as set forth in ARTICLE IX, file a voluntary petition that commences a case under Title 11 of the United States Code (or any successor statutes) with respect to the Company, or consent to the institution of bankruptcy or insolvency proceedings against the Company or file a petition seeking, or consent to, relief under any applicable Federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or a substantial part of the property of the Company, or make any assignment for the benefit of creditors, or admit in writing its inability to pay the debts of the Company generally as they become due, or take action in furtherance of any of the foregoing. 7 Section 5.6. CONDUCT OF BUSINESS. The Company shall conduct its affairs in accordance with the following provisions: (a) it shall maintain separate records and books of account from those of any direct or ultimate parent of any Affiliate and any other Person; (b) it shall not commingle the Company's assets with those of any Affiliate; (c) its Member shall hold meetings, as appropriate to authorize all action on behalf of the Company and observe all other organizational formalities of the Company; (d) it shall not become involved in the day to day management of any Affiliate; (e) it shall operate so as not to be substantively consolidated with any Affiliate; (f) it shall maintain its assets separately from those of any Affiliate or any other Person (including through the maintenance of a separate bank account); (g) it shall hold itself out as a separate entity from any Affiliate and shall conduct business in its own name on its own stationary; (h) it shall not act as the agent of any Affiliate; (i) it shall pay its own expenses from its own funds, including fairly allocating expenses shared with an affiliate; (j) it shall maintain adequate capital in light of its contemplated business activities; and (k) it shall ensure that any financial transaction between the Company and any of its affiliates shall be on commercially reasonable terms. Section 5.7. BINDING AUTHORITY. Only the Manager (and any officers appointed pursuant to Section 2.1 hereof) shall have the power and authority (subject to the terms and conditions of this Agreement) to bind the Company. ARTICLE VI OBLIGATIONS AND/OR RIGHTS OF THE MEMBER AND THE MANAGER Section 6.1. LIABILITY OF THE MEMBER AND THE MANAGER. Neither the Member nor the Manager shall be personally liable for any of the debts, liabilities, contracts or other obligations of the Company solely by reason of being the Member or the Manager of the Company. 8 Section 6.2. NO MANAGEMENT RESPONSIBILITY. The Member shall not take part in the management of the business or the affairs, or transact any business for, the Company, except to the extent that its approval or consent is expressly required under this Agreement for the taking of any actions by or on behalf of the Company. Section 6.3. NO AUTHORITY TO ACT. The Member shall not have the authority to act on behalf of or bind the Company. ARTICLE VII INDEMNIFICATION Section 7.1. EXCULPATION AND INDEMNIFICATION OF THE MEMBER AND THE MANAGER. (a) No Indemnified Party shall be liable to the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Indemnified Party in connection with any matter arising from, or related to, or in connection with this Agreement or the Company's business or affairs; PROVIDED, HOWEVER, that the foregoing shall not eliminate or limit the liability of any Indemnified Party if a judgment or other final adjudication adverse to the Indemnified Party establishes that the Indemnified Party's acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law or that the Indemnified Party personally gained a financial profit or other advantage to which the Indemnified Party was not legally entitled. (b) The Company shall, to the fullest extent permitted by the Act, indemnify and hold harmless, and advance expenses to, each Indemnified Party against any losses, claims, damages or liabilities to which the Indemnified Party may become subject in connection with any matter arising from, related to, or in connection with, this Agreement or the Company's business or affairs; PROVIDED, HOWEVER, that no indemnification may be made to or on behalf of any Indemnified Party if a judgment or other final adjudication adverse to the Indemnified Party establishes (i) that the Indemnified Party's acts or omissions giving rise to such losses, claims, damages or liabilities were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated or (ii) that the Indemnified Party personally gained a financial profit or other advantage to which the Indemnified Party was not legally entitled ; PROVIDED, FURTHER that such indemnification shall be subject to the terms of, and shall be subordinate to the obligations (if any) payable under, the agreements referred to in SECTION 2.5 to which the Company is a party. (c) Notwithstanding anything else contained in this Agreement, the indemnity obligations of the Company under PARAGRAPH (B) above shall: (i) be in addition to any liability that the Company may otherwise have; (ii) inure to the benefit of the successors, assigns, heirs and personal representatives of each Indemnified Party; and (iii) be limited to the assets of the Company. (d) This ARTICLE VII shall survive any termination of this Agreement and the dissolution of the Company. 9 ARTICLE VIII TRANSFERABILITY OF MEMBER'S INTERESTS Section 8.1 RESTRICTION ON TRANSFER. The Member may not sell or otherwise transfer its Interest unless such transfer is: (i) involuntary, (ii) by operation of law, (iii) is not prohibited by any agreement referred to in SECTION 2.5 hereof or (iv) is expressly permitted pursuant to Section 2.1 hereof. Section 8.2. TRANSFER FOR SECURITY. Except (i) as otherwise permitted pursuant to Section 2.1 hereof, or (ii) as permitted by or in compliance with the provisions of the agreements referred to in SECTION 2.5, the Member may not pledge, mortgage or otherwise hypothecate all or any part of its right, title and interest in distributions to be received from the Company. ARTICLE IX DISSOLUTION AND LIQUIDATION Section 9.1. DISSOLUTION. The Company shall be dissolved and its affairs shall be wound up solely upon the occurrence of any of the following events: (a) the happening of any event that makes it unlawful to carry on the business of the Company; (b) judicial dissolution pursuant to the Act; or (c) subject to the requirements of each agreement referred to in SECTION 2.5 to which the Company is a party, the Company is dissolved by the unanimous written consent of the Manager and the Member as provided in SECTION 5.5. Neither the Member acting alone or the Member acting with the consent of less than all of the directors of the Manager shall have the power or authority, to dissolve the Company and wind up its affairs; or (d) there is no Member. Section 9.2. CONTINUATION OF COMPANY. In the event of the dissolution, bankruptcy or Insolvency Event of the Member, the Company shall continue and shall not dissolve, but Copelco Financial Services Group, Inc., or any other entity designated by Copelco Financial Services Group, Inc., shall, effective immediately prior to the happening of such event, be admitted as the Member of the Company, but shall not have any Membership Interest or any portion thereof. The Manager shall not have the power or authority to dissolve the Company pursuant to Section 18-801(b) of the Act. 10 Section 9.3. WINDING UP AND LIQUIDATION OF THE COMPANY. Upon dissolution, the Company shall continue solely for the purpose of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of creditors and the Member. In so doing, a full accounting of the assets and liabilities of the Company shall be taken and the Company's assets shall be distributed as promptly as possible as hereinafter provided: (a) to the payment (or the making of reasonable provision for the payment) of such debts and liabilities of the Company (or reserves therefor), including any necessary expenses of liquidation, except any debts, liabilities and loans that may be due to the Member, in the order of priority as provided by law; and (b) to the payment (or the making of reasonable provision for the payment) of any debts and liabilities that may be due to the Member and to the payment (or the making of reasonable provision for the payment) of the unpaid principal balance and the interest accrued thereon on loans, if any, made by the Member to the Company. All of the assets of the Company shall be distributed on dissolution. ARTICLE X POWER OF ATTORNEY Section 10.1. MANAGER AS ATTORNEY-IN-FACT. Subject, at all times and in all cases to the provisions of Section 5.5, the Member hereby makes, constitutes, and appoints the Manager, with full power of substitution and resubstitution, its true and lawful attorneys-in-fact for it and in its name, place, and stead and for its use and benefit, to sign, execute, certify, acknowledge, swear to, file, and record (a) all limited liability company certificates, assumed name or similar certificates, and other certificates and instruments (including counterparts of this Agreement) which the Manager deems necessary in its reasonable discretion to be filed by the Company under the laws of the State of Delaware or any other state or jurisdiction in which the Company is doing or intends to do business; (b) any and all amendments or changes to the instruments described in CLAUSE (A), as now or hereafter amended, which the Manager may deem necessary in its reasonable discretion to effect a change or modification of the Company in accordance with the terms of this Agreement, including, without limitation, amendments or changes to reflect any amendments adopted by the Member in accordance with the terms of this Agreement; (c) all certificates of cancellation and other instruments which the Manager deems necessary in its reasonable discretion to effect the dissolution and termination of the Company pursuant to the terms of this Agreement; and (d) any other instrument which is now or may hereafter be required by law to be filed on behalf of the Company or is deemed necessary by the Manager in its reasonable discretion to carry out fully the provisions of this Agreement in accordance with its terms. The Member authorizes such attorney-in-fact to take any further action which such attorney-in-fact shall reasonably consider necessary in connection with any of the foregoing, hereby giving such attorney-in-fact full power and authority to do and perform each and every act or thing whatsoever requisite or advisable to be done in connection with the foregoing as fully as the Member might or could do personally, and hereby ratifying and confirming all that any such attorneys-in-fact shall lawfully do or cause to be done by virtue thereof or hereof. 11 Section 10.2. NATURE OF SPECIAL POWER. The power of attorney granted pursuant to this ARTICLE X: (a) is a special power of attorney coupled with an interest and is irrevocable; (b) may be exercised by all such attorney-in-fact by identifying the Member executing any agreement, certificate, instrument or other document with the signature of a duly authorized officer of such attorneys-in-fact for such Member; and (c) shall not be affected by and shall survive the bankruptcy, insolvency, dissolution, disability, incapacity or cessation of existence of the Member and shall survive the delivery of an assignment by the Member of its interest in the Company, except that where an assignee of the Member is admitted as a substituted Member, the power of attorney shall survive the delivery of such assignment for the sole purpose of enabling all such attorney-in-fact to effect such substitution. ARTICLE XI MISCELLANEOUS PROVISIONS Section 11.1. NOTICES. Any notices or communications hereunder shall be in writing, and may be either delivered personally (which shall include deliveries by courier), by facsimile transmission or mailed, postage prepaid, by certified or registered mail, return receipt requested, directed to the parties at their respective addresses or fax numbers set forth in EXHIBIT A. Any party hereto may designate a different address to which notices and demands shall thereafter be directed by written notice given in the same manner and directed to the Company at its office hereinabove set forth. Section 11.2. AMENDMENTS. This Agreement shall be amended only by the written consent of the Member and the Manager; provided, however, that (i) this Section 11.2 and Sections 5.1, 5.2 and 5.5 may not be amended; and (ii) notice of any such amendment will be provided to Standard and Poors Structured Finance 25 Broadway, 15th Floor, New York, New York 10004, Attn: Asset Backed Surveillance Department within a reasonable time after such amendment has been executed. Section 11.3. HEADINGS. The headings of the various Articles and Sections herein are for the convenience of reference only and shall not define or limit any of the terms or provisions hereof. Section 11.4. SEVERABILITY. If any one or more of the provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such provisions or terms shall be deemed severable from the remaining provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement. SECTION 11.5. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Section 11.6. COUNTERPARTS. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. 12 Section 11.7. EFFECT OF AGREEMENT. This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective successors and assigns. Section 11.8. INTEGRATION. This Agreement constitutes the entire agreement among the parties pertaining to the subject matter hereof and supersedes all prior agreements and understandings and contemporaneous agreements and understandings pertaining thereto. IN WITNESS WHEREOF, this Limited Liability Company Agreement has been executed as of the date first above written. COPELCO CAPITAL, INC., as Member By: ---------------------------------- Nicholas Antonaccio Senior Vice President, Chief Financial Officer and Treasurer COPELCO MANAGER, INC., as the Manager By: ---------------------------------- Stephen Shippie Vice President 13 EXHIBIT A ADDRESSES OF THE MEMBER AND THE MANAGER Copelco Capital, Inc., as Member One International Boulevard Mahwah, New Jersey 07430 Copelco Manager, Inc., as the Manager 700 East Gate Drive Mt. Laurel, New Jersey 08054 14 EXHIBIT "B" CAPITAL CONTRIBUTION OF MEMBER COPELCO CAPITAL, INC.: ............................................ $1000.00 15 EX-4.1 5 INDENTURE - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ COPELCO CAPITAL FUNDING LLC 99-B, Issuer MANUFACTURERS AND TRADERS TRUST COMPANY, Trustee and COPELCO CAPITAL, INC., Servicer ---------------------- INDENTURE Dated as of September 1, 1999 ---------------------- $__________in aggregate principal amount of Receivables Notes, and $__________ in aggregate principal amount of Class R Notes, Series 1999-B, consisting of: $_________ ____% Class A-1 Lease-Backed Notes $_________ ____% Class A-2 Lease-Backed Notes $_________ ____% Class A-3 Lease-Backed Notes $_________ ____% Class A-4 Lease-Backed Notes $_________ ____% Class B Lease-Backed Notes $_________ ____% Class C Lease-Backed Notes $_________ ____% Class D Lease-Backed Notes $_________ ____% Class E Lease-Backed Notes $_________ ____% Class R-1 Lease Residual-Backed Notes $_________ ____% Class R-2 Lease Residual-Backed Notes - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ COPELCO CAPITAL FUNDING LLC 99-B Reconciliation and Tie between the Indenture dated as of September 1, 1999 and the Trust Indenture Act of 1939, as amended Trust Indenture Act Section Indenture Section --------------------------- ----------------- ss.310 (a)(1).................... ss.7.08 (a)(2).................... 7.08 (a)(3).................... Not Applicable (a)(4).................... Not Applicable (b)....................... 7.08; 7.09; 6.07; 1.05; 1.06 (c)....................... Not Applicable 311 (a)....................... 7.14 (b)....................... 7.14 312 (a)....................... 2.11 (b)....................... 11.02 (c)....................... 11.02 313 (a)....................... 7.15 (b)(1).................... Not Applicable (b)(2).................... 7.15 (c)....................... 7.15; 1.06 (d)....................... 7.15 314 (a)....................... 8.12; 8.09; 1.06 (b)....................... Not Applicable (c)(1).................... 11.03 (c)(2).................... 11.03 (c)(3).................... 11.01 (d)....................... 11.01 (e)....................... 11.04 (f)....................... Not Applicable 315 (a)....................... 7.01(a) (b)....................... 7.02; 1.06 (c)....................... 7.01(b) (d)....................... 7.01(c) (e)....................... 6.14 316 (a) (last sentence)....... 2.12 (a)(1)(A)................. 6.12 (a)(1)(B)................. 6.13 (a)(2).................... Not Applicable 317 (a)(1).................... 6.03(c) (a)(2).................... 6.04 (b)....................... 8.03(c) 318 (a)....................... 11.01, 11.02 (c)....................... 11.01 v INDENTURE This INDENTURE dated as of September 1, 1999, is among COPELCO CAPITAL FUNDING LLC 99-B, a Delaware limited liability company (herein called the "Issuer"), MANUFACTURERS AND TRADERS TRUST COMPANY, a New York banking corporation, as trustee (herein called the "Trustee"), and COPELCO CAPITAL, INC., as servicer (herein called the "Servicer"). RECITALS The Issuer has duly authorized the issuance of $________in aggregate principal amount of its Lease-Backed Notes, and $_________ in aggregate principal amount of its Lease Residual-Backed-Notes, Series 1999-B, consisting of $________ aggregate principal amount of ____% Class A-1 Lease-Backed Notes (the "Class A-1 Notes"), $________ aggregate principal amount of ____% Class A-2 Lease-Backed Notes (the "Class A-2 Notes"), $________ aggregate principal amount of ____% Class A-3 Lease-Backed Notes (the "Class A-3 Notes"), $________ aggregate principal amount of ____% Class A-4 Lease-Backed Notes (the "Class A-4 Notes," together with the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes, the "Class A Notes"), $________ aggregate principal amount of ____% Class B Lease-Backed Notes (the "Class B Notes"), $________ aggregate principal amount of ____% Class C Lease-Backed Notes (the "Class C Notes"), $________ aggregate principal amount of ____% Class D Lease-Backed Notes (the "Class D Notes"), $________ aggregate principal amount of ____% Class E Lease-Backed Notes (the "Class E Notes", together with the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes are referred to collectively as the "Receivable Notes"), $________ aggregate principal amount of ____%, Class R-1 Residual Notes (the "Class R-1 Notes"), and $________ aggregate principal amount of ____% Class R-2 Residual Notes (the "Class R-2 Notes"; together with the Class R-1 Notes, the Class R Notes); the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes and the Class R Notes are referred to collectively as the "Notes"), of substantially the tenor hereinafter set forth, and to provide therefor the Issuer has duly authorized the execution and delivery of this Indenture. The Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes and the Class R Notes shall be entitled to payments of interest and principal as set forth herein. All things necessary to make the Notes, when executed by the Issuer and authenticated and delivered hereunder, the valid obligations of the Issuer, and to make this Indenture a valid agreement of the Issuer, in accordance with its terms, have been done. NOW, THEREFORE, THIS INDENTURE WITNESSETH: For and in consideration of the premises and the purchase of the Notes by the holders thereof, it is mutually covenanted and agreed, for the benefit of all Noteholders, as follows: GRANTING CLAUSE The Issuer hereby Grants to the Trustee on the Issuance Date, for the benefit and security of the Noteholders, all of the Issuer's right, title and interest in and to (a) the Leases and all Lease Payments, Casualty Payments, Lease Purchase Amounts, Termination Payments, Residual Realizations and other amounts now due or becoming due with respect thereto since the Cut-Off Date (other than any prepayments of rent required pursuant to the terms of any Lease at or before the commencement of the Lease and any payments due before the Cut-Off Date) and all Additional Leases and Substitute Leases and all Lease Payments, Casualty Payments, Lease Purchase Amounts, Termination Payments, Residual Realizations and other amounts due or becoming due with respect thereto since the effective date of their respective addition or substitution (other than any prepayments of rent required by the terms of any Lease at or before the commencement of the Lease and any payments due before the effective date of such addition or substitution), (b) all rights of the Issuer to or under any guarantees of collateral (including all rights of the Issuer in any security deposits and the Issuer's right to repayment by Copelco Capital, Inc. ("Copelco") of any Inter-Company loans pursuant to Section 13.01 of the Assignment and Servicing Agreement) for the Lessee's obligations under any Lease, (c) all interests of the Issuer in the Equipment at any time subject to any Lease, including any security interest of Copelco in the Equipment, (d) all moneys from time to time held by the Trustee pursuant to Section 3.01(a) hereof pending deposit in one of the accounts referred to therein, (e) all moneys from time to time on deposit in any of the Trust Accounts, including all investments and income from the investment of such moneys, (f) all rights of the Issuer under the Assignment and Servicing Agreement, and (g) all proceeds of the conversion, whether voluntary or involuntary, of any of the foregoing into cash or other property (collectively, the "Granted Assets"). Such Grant is made in trust to secure (i) the payment of all amounts due on the Notes, in accordance with their terms, equally and ratably without prejudice, priority, or distinction among any of the Notes, respectively, by reason of differences in time of issuance or otherwise, (ii) the payment of all other sums payable under this Indenture with respect to the Notes and (iii) compliance with the provisions of this Indenture with respect to the Notes. The Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions hereof, and agrees to perform the duties herein required to the best of its ability and to the end that the interests of the Noteholders may be adequately and effectively protected as hereinafter provided. 2 ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION SECTION 1.01. General Definitions. Except as otherwise specified or as the context may otherwise require, the following terms have the meanings set forth below for all purposes of this Indenture, and the definitions of such terms are applicable to the singular as well as to the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms. Accredited Investor: as defined in Section 2.03 of this Agreement. Act: with respect to any Noteholder, as defined in Section 1.04. Additional Lease: as defined in Section 12 of the Assignment and Servicing Agreement. Additional Principal: with respect to each Payment Date equals (a) zero if each of the Class Target Investor Principal Amounts for Classes B, C, D, and E exceed their respective Class Floors on such Payment Date and (b) in each other case the excess, if any, of (i)(A) the Outstanding Principal Balance of the Receivables Notes plus the Overcollateralization Balance as of the immediately preceding Payment Date after giving effect to payments on such Payment Date minus (B) the Discounted Present Value of the Performing Leases as of the related Determination Date, over (ii) the sum of the Class A Principal Payment, the Class B Principal Payment, the Class C Principal Payment, the Class D Principal Payment and the Class E Principal Payment to be paid on such Payment Date. Affiliate: with respect to any specified Person, any other Person which directly or indirectly controls, or is controlled by, or is under common control with, such specified Person. The term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. Assignment and Servicing Agreement: the Assignment and Servicing Agreement dated as of September 1, 1999 between the Issuer and Copelco, as the same may be amended or modified from time to time in accordance with the provisions hereof and thereof. Authorized Officer: with respect to any matter, any officer of or other Person representing the Issuer, Copelco or the Servicer, as the case may be, who is authorized to act for the Issuer, Copelco or the Servicer, as the case may be. Available Funds: with respect to any Payment Date, the amount on deposit in the Collection Account with respect to the immediately preceding Due Period, 3 including, without limitation, (a) Lease Payments due during the immediately preceding Due Period (net of any Excess Copy Charges, Maintenance Charges and Fee Per Scan Charges), (b) recoveries from Non-Performing Leases to the extent Copelco has not substituted Substitute Leases for such Non-Performing Leases (except to the extent required to reimburse unreimbursed Servicer Advances pursuant to Section 5 of the Assignment and Servicing Agreement); (c) proceeds from repurchases by Copelco of Leases as a result of breaches of representations and warranties to the extent Copelco has not substituted Substitute Leases for such Leases other than Residual Warranty Payments; (d) proceeds from the investment of funds in the Collection Account and the Reserve Account, if any; (e) Casualty Payments other than Residual Casualty Payments; (f) Servicer Advances; (g) Termination Payments other than Residual Prepayments; (h) late charges on delinquent Lease Payments not advanced by the Servicer and (i) to the extent there occurs an Available Funds Shortfall, funds, if any, on deposit in the Reserve Account; provided that Available Funds shall not include Residual Realizations. Available Reserve Amount: the amount on deposit in the Reserve Account. Available Funds Shortfall: as defined in Section 3.05(b). Book-Entry Class A-1 Notes: beneficial interests in the Class A-1 Notes, the ownership and transfers of which shall be made through book entries by a Clearing Agency as described in Section 2.05. Book-Entry Class A-2 Notes: beneficial interests in the Class A-2 Notes, the ownership and transfers of which shall be made through book entries by a Clearing Agency as described in Section 2.05. Book-Entry Class A-3 Notes: beneficial interests in the Class A-3 Notes, the ownership and transfers of which shall be made through book entries by a Clearing Agency as described in Section 2.05. Book-Entry Class A-4 Notes: beneficial interests in the Class A-4 Notes, the ownership and transfers of which shall be made through book entries by a Clearing Agency as described in Section 2.05. Book-Entry Class B Notes: beneficial interests in the Class B Notes, the ownership and transfers of which shall be made through book entries by a Clearing Agency as described in Section 2.05. Book-Entry Class C Notes: beneficial interests in the Class C Notes, the ownership and transfers of which shall be made through book entries by a Clearing Agency as described in Section 2.05. Book-Entry Class D Notes: beneficial interests in the Class D Notes, the ownership and transfers of which shall be made through book entries by a Clearing Agency as described in Section 2.05. 4 Book-Entry Class R-1 Notes: beneficial interests in the Class R-1 Notes, the ownership and transfers by which shall be made through book entries by a Clearing Agency as described in Section 2.05. Book-Entry Class R-2 Notes: beneficial interests in the Class R-2 Notes, the ownership and transfers of which shall be made through book-entries by a Clearing Agency as described in Section 2.05. Booked Residual Value: the estimated residual value of the Equipment recorded on the books of the Transferor as of the Cut-Off Date in the case of the initial Leases, and as of the date of substitution in the case of a Substitute Lease. Business Day: any day that is not a Saturday, Sunday or other day on which commercial banking institutions in the city in which the Corporate Trust Office and the Servicer is located are authorized or obligated by law or executive order to remain closed. Casualty Payment: any payment pursuant to a Lease on account of the loss, theft, condemnation, governmental taking, destruction, or damage beyond repair of any item of Equipment subject thereto which results, in accordance with the terms of the Lease, in a reduction in the number or amount of any future Lease Payments due thereunder or in the termination of the Lessee's obligation to make future Lease Payments thereunder. Cede & Co.: the initial registered holder of the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class R-1 Notes and the Class R-2 Notes, acting as nominee of The Depository Trust Company. Class A Notes: as defined in the Recitals hereto. Class A Percentage: ____% (approximately). Class A Principal Payment: (a) while the Class A-1 Notes are outstanding, (i) on all Payment Dates prior to the ________ Payment Date, the lesser of (1) the amount necessary to reduce the Outstanding Principal Amount on the Class A-1 Notes to zero and (2) the difference between (a) the Discounted Present Value of the Performing Leases as of the previous Determination Date and (b) the Discounted Present Value of the Performing Leases as of the related Determination Date, and (ii) on and after the _______ Payment Date, the entire Outstanding Principal Amount on the Class A-1 Notes, and (b) after the Class A-1 Notes have been paid in full, the amount necessary to reduce the aggregate Outstanding Principal Amount on the Class A Notes to the Class A Target Investor Principal Amount. Class A Target Investor Principal Amount: with respect to each Payment Date, an amount equal to the product of (a) the Class A Percentage and (b) the Discounted Present Value of the Performing Leases as of the related Determination Date. Class A-1 Initial Principal Amount: $________. 5 Class A-1 Note Interest Rate: with respect to any Interest Accrual Period, the rate at which interest accrues on the Class A-1 Notes, which rate shall be equal to ____% per annum. Class A-1 Note Owner: with respect to a Book-Entry Class A-1 Note, the Person who is the beneficial owner of such Book-Entry Class A-1 Note, as reflected on the books of the Clearing Agency, or on the books of a Person maintaining an account with such Clearing Agency (directly or as an indirect participant, in accordance with the rules of such Clearing Agency). Class A-1 Noteholder: Cede & Co. or a holder of a Definitive Class A-1 Note. Class A-1 Notes: as defined in the Recitals hereto. Class A-2 Initial Principal Amount: $________ Class A-2 Note Interest Rate: with respect to any Interest Accrual Period, the rate at which interest accrues on the Class A-2 Notes, which rate shall be equal to ____% per annum. Class A-2 Note Owner: with respect to a Book-Entry Class A-2 Note, the Person who is the beneficial owner of such Book-Entry Class A-2 Note, as reflected on the books of the Clearing Agency, or on the books of a Person maintaining an account with such Clearing Agency (directly or as an indirect participant, in accordance with the rules of such Clearing Agency). Class A-2 Noteholder: Cede & Co. or a holder of a Definitive Class A-2 Note. Class A-2 Notes: as defined in the Recitals hereto. Class A-3 Initial Principal Amount: $_______. Class A-3 Note Interest Rate: with respect to any Interest Accrual Period, the rate at which interest accrues on the Class A-3 Notes, which rate shall be equal to ____% per annum. Class A-3 Note Owner: with respect to a Book-Entry Class A-3 Note, the Person who is the beneficial owner of such Book-Entry Class A-3 Note, as reflected on the books of the Clearing Agency, or on the books of a Person maintaining an account with such Clearing Agency (directly or as an indirect participant, in accordance with the rules of such Clearing Agency). Class A-3 Noteholder: Cede & Co. or a holder of a Definitive Class A-3 Note. Class A-3 Notes: as defined in the Recitals hereto. 6 Class A-4 Initial Principal Amount: $________. Class A-4 Note Interest Rate: with respect to any Interest Accrual Period, the rate at which interest accrues on the Class A-4 Notes, which rate shall be equal to ____% per annum. Class A-4 Note Owner: with respect to a Book-Entry Class A-4 Note, the Person who is the beneficial owner of such Book-Entry Class A-4 Note, as reflected on the books of the Clearing Agency, or on the books of a Person maintaining an account with such Clearing Agency (directly or as an indirect participant, in accordance with the rules of such Clearing Agency). Class A-4 Noteholder: Cede & Co. or a holder of a Definitive Class A-4 Note. Class A-4 Notes: as defined in the Recitals hereto. Class B Initial Principal Amount: $________. Class B Floor: with respect to each Payment Date, an amount equal to the total of (a) ___% of the initial Discounted Present Value of the Leases as of the Cut-Off Date, plus (b) the Cumulative Loss Amount with respect to such Payment Date, minus (c) the sum of the Outstanding Principal Amount of the Class C Notes, the Outstanding Principal Amount of the Class D Notes, the Outstanding Principal Amount of the Class E Notes and the Overcollateralization Balance as of the immediately preceding Payment Date after giving effect to all principal payments made on that day, minus (d) the amount on deposit in the Reserve Account after giving effect to withdrawals to be made on such Payment Date. Class B Note Interest Rate: with respect to any Interest Accrual Period, the rate at which interest accrues on the Class B Notes, which rate shall be ____% per annum. Class B Note Owner: with respect to a Book-Entry Class B Note, the Person who is the beneficial owner of such Book-Entry Class B Note, as reflected on the books of the Clearing Agency, or on the books of a Person maintaining an account with such Clearing Agency (directly or as an indirect participant, in accordance with the rules of such Clearing Agency). Class B Noteholder: Cede & Co. or a holder of a Definitive Class B Note. Class B Notes: as defined in the Recitals hereto. Class B Percentage: ____% (approximately). Class B Principal Payment: (a) while the Class A-1 Notes are outstanding, zero and (b) after the Outstanding Principal Amount on the Class A-1 Notes has been reduced to zero, the amount necessary to reduce the Outstanding Principal Amount of the 7 Class B Notes to the greater of the Class B Target Investor Principal Amount and the Class B Floor. Class B Target Investor Principal Amount: with respect to each Payment Date, an amount equal to the product of (a) the Class B Percentage and (b) the Discounted Present Value of the Performing Leases as of the related Determination Date. Class C Initial Principal Amount: $_______. Class C Floor: With respect to each Payment Date, the amount equal to the total of (a) ___% of the initial Discounted Present Value of the Leases as of the Cut-Off Date, plus (b) the Cumulative Loss Amount with respect to such Payment Date, minus (c) the sum of the Outstanding Principal Amount of the Class D Notes, the Outstanding Principal Amount of the Class E Notes, and the Overcollateralization Balance as of the immediately preceding Payment Date after giving effect to all principal payments made on that day, minus (d) the amount on deposit in the Reserve Account after giving effect to withdrawals to be made on such Payment Date; provided, however, that if the Outstanding Principal Amount of the Class B Notes is less than or equal to the Class B Floor on such Payment Date, the Class C Floor will equal the Outstanding Principal Amount of the Class C Notes utilized in the calculation of the Class B Floor for such Payment Date. Class C Note Interest Rate: with respect to any Interest Accrual Period, the rate at which interest accrues on the Class C Notes, which rate shall be ____% per annum. Class C Note Owner: with respect to a Book-Entry Class C Note, the Person who is the beneficial owner of such Book-Entry Class C Note, as reflected on the books of the Clearing Agency, or on the books of a Person maintaining an account with such Clearing Agency (directly or as an indirect participant, in accordance with the rules of such Clearing Agency). Class C Noteholder: Cede & Co. or a holder of a Definitive Class C Note. Class C Notes: as defined in the Recitals hereto. Class C Percentage: ___% (approximately). Class C Principal Payment: (a) while the Class A-1 Notes are outstanding, zero and (b) after the Outstanding Principal Amount on the Class A-1 Notes has been reduced to zero, the amount necessary to reduce the Outstanding Principal Amount of the Class C Notes to the greater of the Class C Target Investor Principal Amount and the Class C Floor. Class C Target Investor Principal Amount: with respect to each Payment Date, an amount equal to the product of (a) the Class C Percentage and (b) the Discounted Present Value of the Performing Leases as of the related Determination Date. 8 Class D Initial Principal Amount: $_______. Class D Floor: with respect to each Payment Date, an amount equal to the total of (a) ___% of the initial Discounted Present Value of the Leases as of the Cut-Off Date, plus (b) the Cumulative Loss Amount with respect to such Payment Date, minus (c) the sum of the Outstanding Principal Amount of the Class E Notes, and the Overcollateralization Balance as of the immediately preceding Payment Date after giving effect to all principal payments made on that day minus (d) the amount on deposit in the Reserve Account after giving effect to withdrawals to be made on such Payment Date; provided, however, that if the Outstanding Class C Principal Amount is less than or equal to the Class C Floor on such Payment Date, the Class D Floor will equal the Outstanding Class D Principal Amount utilized in the calculation of the Class C Floor for such Payment Date. Class D Note Interest Rate: with respect to any Interest Accrual Period, the rate at which interest accrues on the Class D Notes, which rate shall be ____% per annum. Class D Note Owner: with respect to a Book-Entry Class D Note, the Person who is the beneficial owner of such Book-Entry Class D Note, as reflected on the books of the Clearing Agency, or on the books of a Person maintaining an account with such Clearing Agency (directly or as an indirect participant, in accordance with the rules of such Clearing Agency). Class D Noteholder: Cede & Co. or a holder of a Definitive Class D Note. Class D Notes: as defined in the Recitals hereto. Class D Percentage: ___% (approximately). Class D Principal Payment: (a) while the Class A-1 Notes are outstanding, zero and (b) after the Outstanding Principal Amount on the Class A-1 Notes has been reduced to zero, the amount necessary to reduce the Outstanding Principal Amount of the Class D Notes to the greater of the Class D Target Investor Principal Amount and the Class D Floor. Class D Target Investor Principal Amount: with respect to each Payment Date, an amount equal to the product of (a) the Class D Percentage and (b) the Discounted Present Value of the Performing Leases as of the related Determination Date. Class E Initial Principal Amount: $_______. Class E Floor: With respect to each Payment Date, an amount equal to the total of (a) ___% of the initial Discounted Present Value of the Leases as of the Cut-Off Date, plus (b) the Cumulative Loss Amount with respect to such Payment Date, minus (c) the Overcollateralization Balance as of the immediately preceding Payment Date after giving effect to all principal payments made on that day, minus (d) the amount on deposit in the Reserve Account after giving effect to withdrawals to be made on such Payment 9 Date; provided, however, that if the Outstanding Principal Amount of the Class D Notes is less than or equal to the Class D Floor on such Payment Date, the Class E Floor will equal the Outstanding Principal Amount of the Class E Notes utilized in the calculation of the Class D Floor for such Payment Date. Class E Note Interest Rate: with respect to any Interest Accrual Period, the rate at which interest accrues on the Class E Notes, which rate shall be ____% per annum. Class E Noteholder: a holder of a Class E Note. Class E Notes: as defined in the Recitals hereto. Class E Percentage: ___% (approximately). Class E Principal Payment: (a) while the Class A-1 Notes are outstanding, zero and (b) after the Outstanding Principal Amount on the Class A-1 Notes has been reduced to zero, the amount necessary to reduce the Outstanding Principal Amount of the Class E Notes to the greater of the Class E Target Investor Principal Amount and the Class E Floor. Class E Target Investor Principal Amount: with respect to each Payment Date, an amount equal to the product of (a) the Class E Percentage and (b) the Discounted Present Value of the Performing Leases as of the related Determination Date. Class R Noteholder: at any time, any Person in whose name a Class R Note is registered in the Note Register. Class R Notes: as defined in the Recitals hereto. Class R-1 Initial Principal Amount: $_______. Class R-1 Notes: as defined in the Recitals hereto. Class R-1 Note Interest Rate: with respect to any Interest Accrual Period, the rate of which interest accrues on the Class R-1 Notes, which rate shall be ____% per annum. Class R-1 Note Owner: with respect to a Book-Entry Class R-1 Note, the Person who is the beneficial owner of such Book-Entry Class R-1 Note, as reflected on the books of the Clearing Agency, or on the books of a Person maintaining an account with such Clearing Agency (directly or as an indirect participant, in accordance with the rules of such Clearing Agency). Class R-1 Noteholder: Cede & Co. or a holder of a Definitive Class R-1 Note. Class R-2 Initial Principal Amount: $_______. 10 Class R-2 Notes: as defined in the Recitals hereto. Class R-2 Note Interest Rate: with respect to any Interest Accrual Period, the rate of which interest accrues on the Class R-2 Notes, which rate shall be ____% per annum. Class R-2 Noteholder: Cede & Co. or a holder of a Definitive Class R-2 Note. Class R-2 Note Owner: with respect to a Book-Entry Class R-2 Note, the Person who is the beneficial owner of such Book-Entry Class R-2 Note, as reflected on the books of the Clearing Agency, or on the books of a Person maintaining an account with such Clearing Agency (directly or as an indirect participant, in accordance with the rules of such Clearing Agency). Class Target Investor Principal Amounts: means the Class A Target Investor Principal Amount or the Class B Target Investor Principal Amounts or the Class C Target Investor Principal Amounts or the Class D Target Investor Principal Amounts or the Class E Target Investor Principal Amounts, respectively. Clearing Agency: an organization registered as a "clearing agency" pursuant to Section 17A of the Securities Exchange Act of 1934, as amended. Clearing Agency Participant: a broker, dealer, bank, other financial institution or other Person for whom from time to time a Clearing Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency. Collection Account: the account or accounts by that name established and maintained by the Trustee pursuant to Section 3.01. Commission: the Securities and Exchange Commission. Copelco: As defined in the Granting Clause. Corporate Trust Office: the principal corporate trust office of the Trustee located at One M&T Plaza, 7th Floor, Buffalo, New York 14203, or at such other address as the Trustee may designate from time to time by notice to the Noteholders, the Issuer and Copelco. Cumulative Loss Amount: with respect to each Payment Date, an amount equal to the excess, if any, of (a) the total of (i) the Outstanding Principal Amount of the Receivable Notes as of the immediately preceding Payment Date after giving effect to all principal payments made on that day, plus (ii) the Overcollateralization Balance as of the immediately preceding Payment Date, minus (iii) the lesser of (A) the Discounted Present Value of the Performing Leases as of the Determination Date relating to the immediately preceding Payment Date minus the Discounted Present Value of the Performing Leases as of the related Determination Date and (B) Available Funds for such Payment Date remaining after the payment of amounts owing the Servicer and in respect of interest on 11 the Receivable Notes on such Payment Date over (b) the Discounted Present Value of Performing Leases as of the related Determination Date. Cut-Off Date: the opening of business on _________, 1999. DCR: Duff & Phelps Credit Rating Co, and any such successor. Default: any occurrence that is, or with notice or the lapse of time or both would become, an Event of Default. Definitive Note: a definitive, fully registered Note issued pursuant to Section 2.07. Delinquent Lease: as of any Determination Date, any Lease (other than a Lease which became a Non-Performing Lease prior to such Determination Date) with respect to which the Lessee has not paid all Lease Payments then due. Depository Agreement: the letter of representations, between the Issuer and the Depository Trust Company, as Clearing Agency. Determination Date: with respect to any Payment Date, the fifth Business Day immediately preceding such Payment Date. Discount Rate: with respect to any Determination Date, ___%, which equals the sum of (a) the weighted-average interest rate of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes on the Issuance Date weighted by (i) the Class A-1 Initial Principal Amount, the Class A-2 Initial Principal Amount, the Class A-3 Initial Principal Amount, the Class A-4 Initial Principal Amount, the Class B Initial Principal Amount, the Class C Initial Principal Amount, the Class D Initial Principal Amount or the Class E Initial Principal Amount, as applicable, and (ii) the expected weighted average life (under a zero prepayment and no loss scenario) of each Class of Notes and (b) the Servicing Fee rate of 0.75% per annum. Discounted Present Value of the Leases: with respect to any Lease as of the Cut-Off Date or any date thereafter, an amount equal to the net present value of all Lease Payments (not including delinquent amounts, Excess Copy Charges, Maintenance Charges and Fee Per Scan Charges) to become due thereunder following the Cut-Off Date or during the Due Period preceding the following Payment Date, as the case may be (determined by discounting on a monthly basis (assuming a calendar year consisting of twelve 30-day months)), at a rate equal to the Discount Rate, each such Lease Payment from the Payment Date following the date such Lease Payment was due). In determining the Discounted Present Value of the Leases on any Determination Date or with respect to a Payment Date, the future remaining Lease Payments will be calculated after giving effect to any payments received prior to such date of calculation to the extent such payments relate to Lease Payments due and payable by the Lessees with respect to the related Due Period and any prior Due Period. 12 Discounted Present Value of the Delinquent Leases: with respect to any Payment Date or Determination Date, the Discounted Present Value of the Leases that are not Non-Performing Leases as to which a Lease Payment, or any portion thereof, was 63 or more days overdue as of the last day of the Due Period immediately preceding such Payment Date. Discounted Present Value of the Performing Leases: the Discounted Present Value of the Leases, reduced by the present value of all future remaining scheduled payments on the Non-Performing Leases (not including delinquent amounts, Excess Copy Charges, Maintenance Charges or Fee Per Scan Charges) discounted at the Discount Rate. In determining the Discounted Present Value of the Performing Leases on any Determination Date or with respect to a Payment Date, the future remaining Lease Payments will be calculated after giving effect to any payments received prior to such date of calculation to the extent such payments relate to Lease Payments due and payable by the Lessees with respect to the related Due Period and any prior Due Period. Due Period: with respect to any Payment Date and the Determination Date with respect thereto, the period beginning on the first day and ending on the last day of the calendar month prior to the month in which such Payment Date and such Determination Date occurs. Eligible Account: either (a) an account maintained with a depository institution or trust company acceptable to each of the Rating Agencies or (b) a trust account or similar account maintained in the corporate trust department with a federal or state chartered depository institution, which may be an account maintained with the Trustee. Eligible Investments: any one or more of the following obligations or securities: (a) direct non-callable obligations of, and non-callable obligations fully guaranteed by, the United States of America, or any agency or instrumentality of the United States of America the obligations of which are backed by the full faith and credit of the United States of America; (b) demand and time deposits in, certificates of deposits of, and bankers' acceptances issued by, any depository institution or company (including the Trustee acting in its commercial capacity) incorporated under the laws of the United States of America or any state thereof, having a combined capital and surplus of at least $100,000,000, and subject to supervision and examination by federal and/or state banking authorities, so long as at the time of such investment or contractual commitment providing for such investment the commercial paper or other short-term debt obligations of such depository institution or company (or, in the case of a depository institution that is the principal subsidiary of a holding company, the commercial paper or other short-term debt obligations of such holding company) have the highest short-term credit ratings available from Moody's and S&P, and to the extent rated by DCR, DCR; 13 (c) repurchase obligations with respect to and collateralized by (i) any security described in clause (a) above or (ii) any other security issued or guaranteed by an agency or instrumentality of the United States of America, in each case entered into with a depository institution or company (acting as principal) of the type described in clause (b) above; provided that the Trustee has taken delivery of such security; (d) commercial paper (including both non-interest bearing discount obligations and interest-bearing obligations) payable on demand or on a specified date not more than one year after the date of issuance thereof having the highest short-term credit ratings from Moody's and S&P and, to the extent rated by DCR, DCR at the time of such investment; (e) money market funds that redeem their shares on demand, invest only in other Eligible Investments, and are rated ___ by Moody's and "AAAm" or "AAA-G" by S&P; (f) demand notes payable on demand issued by an institution rated "___" by Moody's and "A-1+" by S&P, and to the extent rated by DCR, "__" by DCR at the time of such investment; (g) funding agreements or guaranteed investment contracts provided by issuers rated "P-1" by Moody's and "A-1+" by S&P (and to the extent rated by DCR, "___" by DCR at the time of such investment) which provide, by their terms, for receipt by the trustee on or prior to the next Payment Date of a predetermined fixed dollar amount which cannot vary or change; and (h) such other investments as may be approved by S&P, DCR and Moody's. Equipment: each item of personal property, together with any replacement parts, additions, and repairs thereto, any replacements thereof, and any accessories incorporated therein and/or affixed thereto, subject to a Lease or, following expiration or termination of the Lease to which the same was previously subject, remaining subject to the lien of this Indenture in accordance with the provisions hereof. Event of Default: as defined in Section 6.01. Exchange Act: the Securities Exchange Act of 1934, as amended. Excess Copy Charge: with respect to any Lease, means the amount owing by such Lessee under such Lease reflecting usage of the related Equipment in excess of a specified copy amount per month. Fee Per Scan Charge: with respect to any Lease, means the amount owing by such Lessee under such Lease reflecting usage of the related Equipment in excess of a specified scan amount per month. 14 Financing Statement: as defined in Section 12 of the Assignment and Servicing Agreement. Governmental Authority: Any court or federal or state regulatory body, administrative agency or other tribunal or other governmental instrumentality. Grant: grant, bargain, sell, convey, assign, transfer, mortgage, pledge, create and grant a security interest in and right of set-off against, deposit, set over and confirm. The Grant of the Trust Estate effected by this Indenture shall include all rights, powers, and options (but none of the obligations) of the Issuer with respect thereto, including, without limitation, the immediate and continuing right to claim for, collect, receive, and give receipts for Lease Payments in respect of the Leases and all other moneys payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring judicial proceedings in the name of the Issuer or otherwise, and generally to do and receive anything that the Issuer is or may be entitled to do or receive thereunder or with respect thereto. Granted Assets: as defined in the Granting Clause. Holder: a holder of a Note. Indenture: this instrument as originally executed and as from time to time supplemented or amended pursuant to the applicable provisions hereof. Initial ADRB: the Initial Aggregate Discounted Residual Balance of the Leases is equal to $_______. Initial ADRB means the sum of the discounted present value of ___% of the Booked Residual Values of all Leases, as of the Cut-Off Date, discounted monthly at one twelfth the Residual Discount Rate. Initial Booked Residual Value: $________. Initial Payment Date: ____, 1999. Inter-Company Loans: as defined in Section 13.01 of the Assignment and Servicing Agreement. Interest Accrual Period: With respect to any Payment Date for the Class A-1 Notes, the period from and including the prior Payment Date (or, in the case of the first Payment Date, from and including the Issuance Date) to, but excluding, the current Payment Date, with interest being computed on the basis of the actual number of days in such Interest Accrual Period and a 360-day year. With respect to any Payment Date for the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes, the Class R-1 Notes and the Class R-2 Notes, the period from and including the prior Payment Date (or in the case of the first Payment Date, from and including the Issuance Date) to but excluding the current Payment Date, with interest being computed on the basis of a 30-day month and a 360-day year. 15 Interest Payments: as defined in Section 2.01(c). Issuance Date: September ___, 1999. Issuer: the Person named as the "Issuer" in the first paragraph of this agreement. Lease: at any time, each separate lease agreement and each lease schedule or supplement (and each master lease agreement insofar as the same relates to any such schedule or supplement) described in Schedule 1 hereto, as the same may be amended or modified from time to time in accordance with the provisions hereof and thereof unless and until released from the lien of this Indenture. Lease Delinquency Payment: any payment made with respect to a Lease in an amount equal to all or part of any specific Lease Payment due with respect to such Lease (a) by the Servicer pursuant to Section 4.01 of the Assignment and Servicing Agreement, (b) by a transfer from the Reserve Account pursuant to Section 3.05, or (c) by the Issuer in its sole discretion. Lease Payment: each periodic installment of rent payable by a Lessee under a Lease. Casualty Payments, Termination Payments, prepayments of rent required pursuant to the terms of a Lease, at or before the commencement of the Lease, payments becoming due on or before the Cut-Off Date and supplemental or additional payments required by the terms of a Lease with respect to taxes, insurance, maintenance (including, without limitation, any Maintenance Charges), or other specific charges shall not be Lease Payments hereunder. For purposes of calculating the Discounted Present Value of the Leases and the Discounted Present Value of the Performing Leases, the amount of any Excess Copy Charges and Fee Per Scan Charges that may be payable under such Lease shall not be included in such calculation. Lease Purchase Amount: at any date of determination with respect to any Lease, means an amount equal to the sum of (a) the sum of (i) the Discounted Present Value of the Lease as of the beginning of the Due Period relating to such date of determination (plus any amounts previously due and unpaid) and (ii) the product of (x) the amount described in the foregoing clause (i) and (y) one-twelfth of the Discount Rate and (b) the product of (i) the Initial ADRB and (ii) the ratio, as of the Cut-Off Date, that the Booked Residual Value of the Lease bears to the aggregate Booked Residual Value of all Leases. Lessee: with respect to any Lease, the lessee thereunder. Lien: as defined in Section 12 of the Assignment and Servicing Agreement. Liquidity Reserve Account: the account by that name established and maintained by the Trustee pursuant to Section 3.01. 16 Maintenance Charges: with respect to any Lease, the amount owing by the Lessee under the terms of the related Lease in respect of maintenance services being provided in connection therewith. Maturity: with respect to any installment of principal of or interest on any Note, the date on which such installment is due and payable as therein or herein provided, whether at the Stated Maturity, by declaration of acceleration, or otherwise. Moody's: Moody's Investors Service, Inc. and any successors thereto. Nominal Buy-Out Lease: as defined in Section 12 of the Assignment and Servicing Agreement. Non-Performing Lease: as of any Determination Date, any Lease with respect to which at any time following the Cut-Off Date or related Transfer Date, as the case may be, either (a) a Lease Payment, or any portion thereof, was 123 or more days overdue as of the last day of the Due Period with respect to such Determination Date, unless on or before such Determination Date such Lease Payment (or portion thereof) has been paid or (b) the Servicer has accelerated the remaining payments or has determined such Lease to be uncollectible in accordance with the Servicer's customary practices prior to the last day of the Due Period with respect to such Determination Date. Noteholder: at any time, any Person in whose name a Note is registered in the Note Register. Note Interest Rate: the Class A-1 Note Interest Rate, the Class A-2 Note Interest Rate, the Class A-3 Note Interest Rate, the Class A-4 Interest Rate, the Class B Note Interest Rate, the Class C Note Interest Rate, the Class D Note Interest Rate, the Class E Note Interest Rate, the Class R-1 Note Interest Rate or the Class R-2 Note Interest Rate, as the case may be. Note Owner: the owner of a Note issued hereunder. Note Register: as defined in Section 2.03. Notes: any notes authorized by, and authenticated and delivered under, this Indenture. Officers' Certificate: a certificate delivered to the Trustee and signed by the Chairman, the President, or a Vice President of the Issuer, and by another Vice President, the Treasurer, and Assistant Treasurer, the Secretary, or an Assistant Secretary of the Issuer who is not the same Person as the other officer signing such certificate. Opinion of Counsel: a written opinion, which shall be satisfactory in form and substance to the Trustee, of counsel who may, except as otherwise expressly provided in this Indenture, be inside or outside counsel for the Issuer and who shall be satisfactory to the Trustee. 17 Other Lease Payments: all payments on or in respect of leases which are not Lease Payments, Lease Delinquency Payments, Casualty Payments, Termination Payments or Residual Realizations. Outstanding: with respect to the Notes, as of any date of determination, all Notes theretofore authenticated and delivered under this Indenture except: (a) Notes theretofore cancelled by the Trustee or delivered to the Trustee for cancellation; (b) Notes or portions thereof for whose payment money in the necessary amount has been theretofore irrevocably deposited with the Trustee in trust for the holders of such Notes; and (c) Notes in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture unless proof satisfactory to the Trustee is presented that any such Notes are held by a Person in whose hands the Note is a valid obligation; provided, however, that in determining whether the holders of the requisite percentage of the Outstanding Principal Amount of the Notes have given any request, demand, authorization, direction, notice, consent, or waiver hereunder, Notes owned by the Issuer or any Affiliate of the Issuer shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, or waiver, only Notes that a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Outstanding Class A Principal Amount: The aggregate principal amount of the Class A Notes Outstanding at any time. Outstanding Class A-1 Principal Amount: the aggregate principal amount of the Class A-1 Notes Outstanding at any time. Outstanding Class A-2 Principal Amount: the aggregate principal amount of the Class A-2 Notes Outstanding at any time. Outstanding Class A-3 Principal Amount: the aggregate principal amount of the Class A-3 Notes Outstanding at any time. Outstanding Class A-4 Principal Amount: the aggregate principal amount of the Class A-4 Notes Outstanding at any time. Outstanding Class B Principal Amount: the aggregate principal amount of the Class B Notes Outstanding at any time. Outstanding Class C Principal Amount: the aggregate principal amount of the Class C Notes Outstanding at any time. 18 Outstanding Class D Principal Amount: the aggregate principal amount of the Class D Notes Outstanding at any time. Outstanding Class E Principal Amount: the aggregate principal amount of the Class E Notes Outstanding at any time. Outstanding Class R-1 Principal Amount: the aggregate principal amount of the Class R-1 Notes Outstanding at any time. Outstanding Class R-2 Principal Amount: the aggregate principal amount of the Class R-2 Notes Outstanding at any time. Outstanding Principal Amount: the aggregate unpaid principal amount of the Notes Outstanding at any time. Overcollateralization Balance: with respect to each Payment Date is an amount equal to the excess, if any, of (a) the Discounted Present Value of Performing Leases as of the related Determination Date over (b) the Outstanding Principal Amount of the Receivable Notes as of such Payment Date after giving effect to all principal payments made on that day. Paying Agent: each agent of the Issuer appointed for the purpose of making payments on the Notes, including the Trustee. Payment Date: the 18th day of each month (or the next Business Day thereafter if such day is not a Business Day), commencing on the Initial Payment Date, and ending on the latest Stated Maturity. Person: any individual, corporation, partnership, joint venture, association, limited liability company, joint stock company, trust (including any beneficiary thereof), unincorporated organization or government or any agency or political subdivision thereof. Placement Agent Agreement: the Placement Agent Agreement, among the Issuer, Copelco, and First Union. Predecessor Notes: with respect to any particular Note, every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purpose of this definition, any Note authenticated and delivered under Section 2.04 in lieu of a lost, destroyed or stolen Note (or a mutilated Note surrendered to the Trustee) shall be deemed to evidence the same debt as the lost, destroyed or stolen Note (or a mutilated Note surrendered to the Trustee). Principal Payments: as defined in Section 2.01(b). Rating Agency: DCR, S&P and Moody's. 19 Receivable Assets: all Granted Assets, but excluding Residual Realizations and amounts in the Liquidity Reserve Account. Receivable Noteholder: at any time, any Person in whose name a Receivable Note is registered in the Note Register. Receivable Notes: as defined in the Recitals hereto. Record Date: with respect to any Payment Date, the last day of the calendar month immediately preceding such Payment Date. The Record Date will be the Issuance Date with respect to the first Payment Date. Required Deposit Date: as defined in Section 3.03(a). Required Liquidity Reserve: (i) From the Cut-Off Date until __________, $_______ and thereafter, (ii) if the outstanding principal balance of the Class R-1 Notes is greater than $_______, then the Required Liquidity Reserve Amount shall equal $_________ and if the outstanding principal balance of the Class R-1 Notes is less than or equal to $_________, then the Required Liquidity Reserve Amount shall equal $__________. Required Payment: as defined in Section 3.05(b). Required Reserve Amount: shall equal the lesser of (a) ____% of the Discounted Present Value of the Leases and (b) the Outstanding Principal Amount of the Receivable Notes. Reserve Account: the account or accounts by that name established and maintained by the Trustee pursuant to Section 3.01. Residual Account: the account or accounts by that name established and maintained by the Trustee pursuant to Section 3.01. Residual Assets: the Residual Realizations and amounts on deposit in the Liquidity Reserve Account. Residual Casualty Payments: at any date of determination with respect to a Lease, means the excess of (a) the Casualty Payment related to the Lease over (b) the Discounted Present Value of the remaining Lease Payments related to the Lease as of the beginning of the Due Period relating to such date of determination (plus any amounts previously due and unpaid). Residual Discount Rate: Residual Discount Rate equals ___%. The Residual Discount Rate is equal to the sum of (a) the weighted average Coupon Rate of the Class R-1 and the Class R-2 Notes, each weighted by (i) the initial principal balances of each Class of Class R Notes, and (ii) the weighted average life of each Class of Class R Notes under a zero prepayment and no loss scenario, as applicable, and (b) the Residual Servicing Fee expressed as percentage. 20 Residual Event of Default: as defined in Section 6.13. Residual Prepayments: at any date of determination with respect to a Terminated Lease, means the excess of (a) the payment related to the Terminated Lease over (b) the Discounted Present Value of the remaining Lease Payments related to the Terminated Lease as of the beginning of the Due Period relating to such date of determination (plus any amounts previously due and unpaid). Residual Realizations: the sum of (a) the aggregate cash flows realized from the sale (including pursuant to a Lessee's purchase option) or re-lease of any Equipment following the termination of the related Lease other than Equipment subject to Non-Performing Leases; (b) Residual Warranty Payments; (c) Residual Casualty Payments and (d) Residual Prepayments. Residual Realizations shall not include the ongoing cashflows of a newly negotiated lease that Copelco originates after repurchasing or substituting such predecessor Lease from the Issuer. Residual Servicer Advances: as defined in Section 4.01(b) of the Assignment and Servicing Agreement. Residual Servicing Fee: with respect to any Payment Date, the Residual Servicing Fee payable pursuant to the Assignment and Servicing Agreement. Residual Trustee Fee: as defined in Section 7.07. Residual Warranty Payments: at any date of determination with respect to a Warranty Lease, means the excess of (a) the Lease Purchase Amount related to the Warranty Lease over (b) the Discounted Present Value of the remaining Lease Payments related to the Warranty Lease as of the beginning of the Due Period relating to such date of determination (plus any amounts previously due and unpaid). Responsible Officer: with respect to the Trustee, any person regularly engaged in the administration or supervision of corporate trust accounts (including, in the case of the original Trustee hereunder, any officer in its Corporate Trust Administration) and also, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject. Securities Act: the Securities Act of 1933, as amended. Servicer: Copelco and any successor Servicer appointed pursuant to the terms hereof and of the Assignment and Servicing Agreement and, to the extent that it at any time is performing the functions of the Servicer, the Trustee, subject to the terms of Section 5.01 hereof. Servicer Advance: as defined in Section 4.01(a) of the Assignment and Servicing Agreement. 21 Servicer Event of Default: as defined in Section 8.01 of the Assignment and Servicing Agreement. Servicer Order: a written order or request delivered to the Trustee and signed in the name of the Servicer by an Authorized Officer. Servicing Fee: with respect to any Payment Date, the Servicing Fee payable pursuant to the Assignment and Servicing Agreement. Servicing Report: as defined in Section 5.01(b) of the Assignment and Servicing Agreement. S&P: Standard & Poors Rating Group, a division of McGraw Hill Companies, Inc. Stated Maturity: The stated maturity date with respect to the Class A-1 Notes is the Payment Date in _______ (the "Class A-1 Stated Maturity Date"), the stated maturity date with respect to the Class A-2 Notes is the Payment Date in _______ (the "Class A-2 Stated Maturity Date"), the stated maturity date with respect to the Class A-3 Notes is the Payment Date in ________ (the "Class A-3 Stated Maturity Date"), the stated maturity date with respect to Class the A-4 Notes is the Payment Date in _________ (the "Class A-4 Stated Maturity Date"), the stated maturity date with respect to the Class B Notes is the Payment Date in ________ (the "Class B Stated Maturity Date"), the stated maturity date with respect to the Class C Notes is the Payment Date in _________ (the "Class C Stated Maturity Date"), the stated maturity date with respect to the Class D Notes is the Payment Date in ________ (the "Class D Stated Maturity Date"), the stated maturity date with respect to the Class E Notes is the Payment Date in _________ (the "Class E Stated Maturity Date"), the stated maturity date with respect to the Class R-1 Notes is ________ (the "Class R-1 Stated Maturity Date") and the stated maturity date with respect to the Class R-2 Notes is _________ (the "Class R-2 Stated Maturity Date," together with the Class A-1 Stated Maturity Date, the Class A-2 Stated Maturity Date, the Class A-3 Stated Maturity Date, the Class A-4 Stated Maturity Date, the Class B Stated Maturity Date, the Class C Stated Maturity Date, the Class D Stated Maturity Date, the Class E Stated Maturity Date and the Class R-1 Stated Maturity Date, the "Stated Maturity Dates"). Substitute Lease: as defined in Section 12 of the Assignment and Servicing Agreement. Terminated Lease: a lease that is terminated prior to its original stated maturity (but not on account of casualty or a Lease default). Termination Payment: a payment payable by a Lessee under a Lease upon the early termination of such Lease (but not on account of a casualty or a Lease default) which may be agreed upon by the Servicer, acting in the name of the Issuer, and the Lessee in accordance with the provisions of Section 4.02 of the Assignment and Servicing Agreement. 22 Transaction Payment Amount: for each Required Deposit Date, the amount of all Lease Payments, Lease Delinquency Payments, Non-Performing Lease Payments, Casualty Payments, Termination Payments and other payments on or in respect of a Lease received by the Servicer and deposited in the Collection Account pursuant to Section 3.02(a) and reported by the Servicer for such Required Deposit Date in accordance with Section 5.01(c) of the Assignment and Servicing Agreement. Trust Accounts: the Collection Account, the Reserve Account, the Residual Account and the Liquidity Reserve Account. Trust Estate: all money, instruments and other property subject to or intended to be subject to the lien of this Indenture including all proceeds thereof. Trustee: the Person named as the "Trustee" in the first paragraph of this instrument until a successor Person shall have become the Trustee pursuant to the applicable provisions of this Indenture, and thereafter "Trustee" shall mean such successor Person; provided, that the provisions of Section 7.07 and Section 8.11, as applicable to any Person at any time serving as Trustee hereunder, shall survive the termination of such Person's status as Trustee hereunder and the succession of any other Person to such status. Trustee Fee: as defined in Section 7.07. Trust Indenture Act: the Trust Indenture Act of 1939 as in effect on the date on which this Indenture is qualified under the Trust Indenture Act, except as provided in Section 9.06 hereof. Trust Order or Trust Request: a written order or request delivered to the Trustee and signed in the name of the Issuer by an Authorized Officer. Underwriting Agreement: the Underwriting Agreement, among the Issuer, Copelco and First Union Capital Markets Corp. ("First Union"). Uniform Commercial Code: with respect to a particular jurisdiction, the Uniform Commercial Code, as in effect from time to time in such jurisdiction, or any successor statute thereto. Warranty Lease: a Lease subject to repurchase by the Transferor as a result of a breach of a representation or warranty in accordance with the provisions of Section 4 of the Assignment and Servicing Agreement. SECTION 1.02. Compliance Certificates and Opinions. Upon any written application or request (or oral application with prompt written or telecopied confirmation) by the Issuer to the Trustee to take any action under any provision of this Indenture, other than any request that (a) the Trustee authenticate the Notes specified in such request, (b) the Trustee invest moneys in any of the Trust Accounts pursuant to the written directions specified in such request, or (c) the Trustee 23 pay moneys due and payable to the Issuer hereunder to the Issuer's assignee specified in such request, the Trustee shall require the Issuer to furnish to the Trustee an Officers' Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and that the request otherwise is in accordance with the terms of the Indenture, and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, in the case of any such requested action as to which other evidence of satisfaction of the conditions precedent thereto is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. SECTION 1.03. Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an officer of the Issuer delivered to the Trustee may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such Officer's Certificate or opinion and any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Issuer as to such factual matters unless such officer or counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Any Opinion of Counsel may be based on the written opinion of other counsel, in which event such Opinion of Counsel shall be accompanied by a copy of such other counsel's opinion and shall include a statement to the effect that such counsel believes that such counsel and the Trustee may reasonably rely upon the opinion of such other counsel. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. Wherever in this Indenture, in connection with any application or certificate or report to the Trustee, it is provided that the Issuer shall deliver any document as a condition of the granting of such application, or as evidence of compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of the Issuer to have such application granted or to the sufficiency of such certificate or report. The foregoing shall not, however, be construed to affect the 24 Trustee's right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Section 7.01(a)(ii). Whenever in this Indenture it is provided that the absence of the occurrence and continuation of a Default or Event of Default or Servicer Event of Default is a condition precedent to the taking of any action by the Trustee at the request or direction of the Issuer, then, notwithstanding that the satisfaction of such condition is a condition precedent to the Issuer's right to make such request or direction, the Trustee shall be protected in acting in accordance with such request or direction if it does not have knowledge of the occurrence and continuation of such Default or Event of Default or Servicer Event of Default. For all purposes of this Indenture, the Trustee shall not be deemed to have knowledge of any Default or Event of Default nor shall the Trustee have any duty to monitor or investigate to determine whether a default has occurred (other than an Event of Default of the kind described in Section 6.01(a)) or Servicer Event of Default unless a Responsible Officer of the Trustee shall have actual knowledge thereof or shall have been notified in writing thereof by the Issuer, the Servicer, or any Noteholder. SECTION 1.04. Acts of Noteholders, etc. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 7.01) conclusive in favor of the Trustee and the Issuer, if made in the manner provided in this Section 1.04. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient. (c) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the holder of any Note shall bind every future holder of the same Note and the holder of every Note issued upon the registration of transfer thereof or in exchange therefore or in lieu thereof in respect of anything done, omitted or suffered to 25 be done by the Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Note. (d) By accepting the Notes issued pursuant to this Indenture, each Noteholder irrevocably appoints the Trustee hereunder as the special attorney-in-fact for such Noteholder vested with full power on behalf of such Noteholder to effect and enforce the rights of such Noteholder and the revisions pursuant hereto for the benefit of such Noteholder; provided that nothing contained in this Section 1.04(d) shall be deemed to confer upon the Trustee any duty or power to vote on behalf of the Noteholders with respect to any matter on which the Noteholders have a right to vote pursuant to the terms of this Indenture. SECTION 1.05. Notices, etc., to Trustee, Servicer, Issuer and Rating Agencies. Any request, demand, authorization, direction, notice, consent, waiver, Act of Noteholders, or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, the Trustee, the Issuer or the Servicer shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid or certified mail return receipt requested, or sent by private courier or confirmed telecopy. Unless otherwise specifically provided herein, no such request, demand, authorization, direction, notice, consent, waiver, Act of Noteholders or other document shall be effective until received and any provision hereof requiring the making, giving, furnishing, or filing of the same on any date shall be interpreted as requiring the same to be sent or delivered in such fashion that it will be received on such date. Any such request, demand, authorization, direction, notice, consent, waiver, Act of Noteholders, or other document shall be sent or delivered to the following addresses: (a) if to the Trustee, at the Corporate Trust Office, Attention: Corporate Trust Administration (Number for telecopy: (716) 842-4474), or at any other address previously furnished in writing to the Issuer and the Servicer by the Trustee; or (b) if to the Issuer, at East Gate Center, 700 East Gate Drive, Mount Laurel, New Jersey 08054-5400, Attention: Stephen W. Shippie (Number for telecopy: 609-273-9288), or at any other address previously furnished in writing to the Trustee and the Issuer by the Servicer; or (c) if to the Servicer, at One International Boulevard, Mahwah, NJ 07430, Attention: Stephen W. Shippie (Number for telecopy: 609-273-9288), or at any other address previously furnished in writing to the Trustee and the Issuer by the Servicer. (d) if to the Rating Agencies: to Duff & Phelps Credit Rating Co., 55 East Monroe Street, Suite 3800, Chicago, Illinois 60603, Attention: Asset-Backed Securities Group--Equipment Leases, to Standard & Poors Rating Group, a division of McGraw Hill Companies, Inc., 55 Water Street, New York, NY 10041, Attention: Asset- 26 Backed Surveillance Group, and to Moody's Investors Service, Inc., 99 Church Street, New York, New York 10007, Attention: ABS Monitoring Department. SECTION 1.06. Notice to Noteholders; Waiver. (a) Where this Indenture provides for notice to Noteholders of any event, or the mailing of any report to Noteholders, such notice or report shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid or certified mail return receipt requested, or sent by private courier or confirmed telecopy to each Noteholder affected by such event or to whom such report is required to be mailed, at its address as it appears in the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice or the mailing of such report. In any case where a notice or report to Noteholders is mailed, neither the failure to mail such notice or report, nor any defect in any notice or report so mailed, to any particular Noteholder shall affect the sufficiency of such notice or report with respect to other Noteholders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Noteholders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. (b) In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to mail or send notice to Noteholders, in accordance with Section 1.06(a), of any event or any report to Noteholders when such notice or report is required to be delivered pursuant to any provision of this Indenture, then such notification or delivery as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. SECTION 1.07. Effect of Headings and Table of Contents. The Article and Section headings herein and in the Table of Contents are for convenience only and shall not affect the construction hereof. SECTION 1.08. Successors and Assigns. All covenants and agreements in this Indenture by the Issuer or the Trustee shall bind its respective successors and permitted assigns, whether so expressed or not. SECTION 1.09. GOVERNING LAW. THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. THIS INDENTURE IS SUBJECT TO THE TRUST INDENTURE ACT OF 1939 AND SHALL BE GOVERNED THEREBY AND CONSTRUED IN ACCORDANCE THEREWITH. 27 SECTION 1.10. Legal Holidays. In any case where any Payment Date or the Stated Maturity or any other date on which principal of or interest on any Note is proposed to be paid shall not be a Business Day, then (notwithstanding any other provision of this Indenture or of the Notes) such payment need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on such Payment Date, Stated Maturity, or other date on which principal of or interest on any Note is proposed to be paid, provided that no interest shall accrue for the period from and after such Payment Date, Stated Maturity, or any other date on which principal of or interest on any Note is proposed to be paid, as the case may be, until such next succeeding Business Day. SECTION 1.11. Execution in Counterparts. This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. SECTION 1.12. Inspection. The Issuer agrees that, on reasonable prior notice, it will permit the representatives of the Trustee or any Noteholder holding Notes, or a beneficial interest therein, evidencing at least 25% of the Outstanding Principal Amount of the Receivable Notes or 25% of the Outstanding Principal Amount of the Class R Notes, during the Issuer's normal business hours, to examine all of the books of account, records, reports and other papers of the Issuer, to make copies thereof and extracts therefrom, to cause such books to be audited by independent accountants selected by the Issuer and reasonably acceptable to the Trustee or such Noteholder, as the case may be, and to discuss its affairs, finances and accounts with its officers, employees and independent accountants (and by this provision the Issuer hereby authorizes its accountants to discuss with such representatives such affairs, finances and accounts), all at such reasonable times and as often as may be reasonably requested for the purpose of reviewing or evaluating the financial condition or affairs of the Issuer or the performance of and compliance with the covenants and undertakings of the Issuer in this Indenture, the Assignment and Servicing Agreement or any of the other documents referred to herein or therein. Any expense incident to the exercise by the Trustee at any time or any Noteholder during the continuance of any Default or Event of Default, of any right under this Section 1.12 shall be borne by the Issuer. SECTION 1.13. Survival of Representations and Warranties. The representations, warranties and certifications of the Issuer made in this Indenture or in any certificate or other writing delivered by the Issuer pursuant hereto shall survive the authentication and delivery of the Notes hereunder. 28 ARTICLE II THE NOTES SECTION 2.01. General Provisions. (a) The Notes shall consist of $________ principal amount of Class A-1 Notes, $________ principal amount of Class A-2 Notes, $________ principal amount of Class A-3 Notes, $________ principal amount of Class A-4 Notes, $_________ principal amount of Class B Notes, $_______ principal amount of Class C Notes, $_______principal amount of Class D Notes, $________ principal amount of Class E Notes, $_________ principal amount of Class R-1 Notes, and $________principal amount of Class R-2 Notes and the forms thereof and of the Trustee's certificate of authentication shall be in substantially the forms set forth in Exhibit A hereto, with such appropriate insertions, omissions, substitutions, and other variations as are required or permitted by this Indenture. The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is limited to $_________ of Receivable Notes and $_________ of Class R Notes, except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.03, 2.04, or 9.05. The Notes shall be issuable only in registered form and only in minimum denominations of at least $1,000,000 with respect to the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes and the Class R Notes; provided that the foregoing shall not restrict or prevent the transfer in accordance with Section 2.03 of any Note having a remaining Outstanding Principal Amount of other than an integral multiple of $1,000,000, or the issuance of a single Note of each Class, with a denomination less than $1,000,000. (b) For each Payment Date, payments of principal (the "Principal Payments") on the Notes will be made in accordance with Sections 3.03(b), 3.04(b) or 6.06, as applicable. Except as otherwise provided in Section 6.02, no part of the principal of any Note shall be paid prior to the Payment Date on which such principal is due in accordance with the preceding provisions of this Section 2.01(b), except that the Issuer may redeem the Notes in their entirety (including any unpaid interest due), without premium, as of any Payment Date on which the Discounted Present Value of the Performing Leases is less than or equal to five percent (5%) of the aggregate Discounted Present Value of the Leases as of the Cut-Off Date (after giving effect to all Principal Payments on such Payment Date). The Issuer will give notice of any such redemption to each Noteholder and the Trustee at least 30 days before the Payment Date fixed for such prepayment by certified mail return receipt requested, hand delivery or overnight courier. Notice of such prepayment having been so given, the remaining unpaid principal as of the Payment Date fixed for prepayment together with all interest accrued and unpaid to such Payment Date, shall become due and payable on such Payment Date. (c) For each Payment Date, the interest due and payable (the "Interest Payments") with respect to the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class 29 A-4 Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes, the Class R-1, and the Class R-2 Notes will be the interest that has accrued on the respective Notes since the last Payment Date or, in the case of the first Payment Date, since the Issuance Date, at the Class A-1 Interest Rate, Class A-2 Interest Rate, Class A-3 Interest Rate, Class A-4 Interest Rate, Class B Interest Rate, Class C Interest Rate, Class D Interest Rate, Class E Interest Rate, Class R-1 Interest Rate and Class R-2 Interest Rate respectively, applied to the then Outstanding Principal Amounts of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes, the Class C Notes, Class D Notes, Class E Notes, Class R-1 Notes, and Class R-2 Notes respectively, on the preceding Payment Date. With respect to the Class A-1 Notes, the interest will be calculated on the basis of a year of 360 days and the actual number of days in the related interest accrual period. With respect to all other Notes, the interest will be calculated on the basis of a year of 360 days comprised of twelve 30-day months. Interest Payments will be made in accordance with Sections 3.03(b), 3.04(b) and 6.06, as applicable. (d) All payments made with respect to any Note shall be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts and shall be applied first to the interest then due and payable on such Notes, then to the principal thereof, and finally to premium, if any. (e) All Class A-1 Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class A-1 Notes shall be made pro rata among all Outstanding Class A-1 Notes, without preference or priority of any kind. (f) All Class A-2 Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class A-2 Notes shall be made pro rata among all Outstanding Class A-2 Notes, without preference or priority of any kind. (g) All Class A-3 Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class A-3 Notes shall be made pro rata among all Outstanding Class A-3 Notes, without preference or priority of any kind. (h) All Class A-4 Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class A-4 Notes shall be made pro rata among all Outstanding Class A-4 Notes, without preference or priority of any kind. 30 (i) The Class B Notes shall be subordinated to the Class A Notes to the extent set forth herein. All Class B Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class B Notes shall be made pro rata among all Outstanding Class B Notes, without preference or priority of any kind. (j) The Class C Notes shall be subordinated to the Class A Notes and the Class B Notes to the extent set forth herein. All Class C Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class C Notes shall be made pro rata among all Outstanding Class C Notes, without preference or priority of any kind. (k) The Class D Notes shall be subordinated to the Class A Notes, the Class B Notes and Class C Notes to the extent set forth herein. All Class D Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class D Notes shall be made pro rata among all Outstanding Class D Notes, without preference or priority of any kind. (l) The Class E Notes shall be subordinated to the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes to the extent set forth herein. All Class E Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class E Notes shall be made pro rata among all Outstanding Class E Notes, without preference or priority of any kind. (m) Except as provided in Section 6.06, the Class R Notes shall not be subordinated to the Class A Notes, Class B Notes, Class C Notes, Class D Notes or Class E Notes, but shall have priority with respect to any Residual Realizations received hereunder. The Class R-2 Notes shall be subordinated to the Class R-1 Notes to the extent set forth herein. (n) All Class R-1 Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class R-1 Notes shall be made pro rata among all Outstanding Class R-1 Notes, without preference or priority of any kind. 31 (o) The Class R-2 Notes shall be subordinated to the Class R-1 Notes to the extent set forth herein. All Class R-2 Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class R-2 Notes shall be made pro rata among all Outstanding Class R-2 Notes, without preference or priority of any kind. SECTION 2.02. Execution, Authentication, Delivery, and Dating. (a) The Notes shall be manually executed by the Issuer. (b) Any Note bearing the signature of an individual who was at the time of execution thereof a proper officer of the Issuer shall bind the Issuer, notwithstanding that such individual ceases to hold such office prior to the authentication and delivery of such Note or did not hold such office at the date of such Note. (c) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein, executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Each Note shall be dated the date of its authentication. (d) The Notes may from time to time be executed by the Issuer and delivered to the Trustee for authentication together with a Trust Request to the Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Trustee in accordance with such Trust Request. SECTION 2.03. Transfer and Exchange. (a) The Issuer shall cause to be kept at the Corporate Trust Office a register (the "Note Register") in which, subject to such reasonable regulations as the Trustee may prescribe, the Issuer shall provide for the registration of Notes and of transfers of Notes. The Trustee is hereby appointed "Note Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. No transfer of any Class E Note may be made unless that transfer is made pursuant to an effective registration statement under the Securities Act and an effective registration or a qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification because the transfer satisfies one of the following: (i) such transfer is in compliance with Rule 144A under the Securities Act, to a person who the transferor reasonably believes is a Qualified Institutional Buyer (as defined in Rule 144A) that is purchasing for its own account or for the account of a Qualified Institutional Buyer and to whom notice is given that such transfer is being made in reliance upon Rule 144A under the Securities Act as certified by such transferee in a letter in the form of Exhibit B hereto; (ii) after the appropriate holding period, such transfer is pursuant to an exemption from registration under the 32 Securities Act provided by Rule 144 under the Securities Act; (iii) such transfer is to a transferee who is an "Accredited Investor" (as defined in Rule 501 of the Securities Act) in a transaction exempt from the registration requirements of the Securities Act, in each case in accordance with any applicable securities laws of any State of the United States or (iv) such transfer is otherwise exempt from the registration requirements of the Securities Act. If any resale or other transfer of (a) the Class R Notes is proposed to be made to an Accredited Investor pursuant to clause (iii) above or (b) the Class E Notes is proposed, the Trustee will require, in order to assure compliance with such laws, that the Class E Noteholder's or Class R Noteholder's prospective transferee referred to in the preceding clauses (iii) or (iv) deliver an investment letter certifying to the Issuer and the Trustee as to the facts surrounding such transfer in the form of Exhibit B hereto. Except in the case of a transfer of Class E Notes or Class R Notes to a transferee referred to in the preceding clause (i) or, in general, a transfer that is to be made after three years from the Issuance Date, the Trustee shall require an opinion of counsel satisfactory to it to the effect that such transfer may be made pursuant to an exemption from the Securities Act without such registration (which opinion of counsel shall not be an expense of the Trustee or the Servicer or the Issuer). None of the Issuer, the Servicer or the Trustee is obligated to register or qualify the Class E Notes or the Class R Notes under the Securities Act or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of any Class E Note or Class R Note without registration. The Trustee shall not register the transfer of any Note (other than the transfer of a Note to the nominee of the Clearing Agency) unless the transferee has executed and delivered to the Trustee a certification to the effect that either (i) the transferee is not (A) an employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) that is subject to the provisions of Title I of ERISA or (B) a plan (as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the "Code")) that is subject to Section 4975 of the Code (each of the foregoing, a "Benefit Plan"), and is not acting on behalf of or investing the assets of a Benefit Plan, or (ii) the transferee's acquisition and continued holding of the Note will be covered by a U.S. Department of Labor Prohibited Transaction Class Exemption. Each transferee of a book-entry Note shall be deemed to make one of the foregoing representations. (b) Each transferee of Class R Notes represented by an interest in a Rule 144A Global Note will be deemed to have represented and agreed as follows (terms used in this paragraph that are defined in Rule 144A under the Securities Act are used herein as defined therein): (1) The transferee (A) is a "qualified institutional buyer", (B) is aware that the sale of the Class R Notes to it is being made in reliance on the exemption from registration provided by Rule 144A under the Securities Act and (C) is acquiring the Class R Notes for its own account or for one or more accounts, each of which is a QIB, and as to each of which the transferee exercises sole investment discretion, and in a principal amount of not less than $1,000,000, for the transferee and for each such account. The transferee has 33 such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Class R Notes, and the transferee and any accounts for which it is acting are each able to bear the economic risk of the transferee's or its investment. (2) The transferee understands that the Class R Notes are being offered only in a transaction not involving any public offering in the United States within the meaning of the Securities Act, the Class R Notes have not been and will not be registered under the Securities Act, and, if in the future the transferee decides to offer, resell, pledge or otherwise transfer the Class R Notes, such Class R Notes may be offered, resold, pledged or otherwise transferred only in accordance with the legend on such Class R Notes described above. The transferee acknowledges that no representation is made by the Issuer as to the availability of any exemption under the Securities Act or any state securities laws for resale of the Class R Notes. (3) The transferee has carefully read and understands the Class R Private Placement Memorandum, including, without limitation, the "Risk Factor" section therein, and has based its decision to purchase the Class R Notes upon the information contained therein and not upon any information, if any, provided to it by any of the Issuer, the Placement Agent or any other Person. The transferee is not purchasing the Class R Notes with a view to the resale, distribution or other disposition thereof in violation of the Securities Act. The transferee understands that an investment in the Class R Notes involves certain risks, including the risk of loss of a substantial part of its investment under certain circumstances. The transferee has had access to such financial and other information concerning the Issuer and the Class R Notes as it deemed necessary or appropriate in order to make an informed investment decision with respect to its purchase of the Class R Notes, including an opportunity to ask questions of and request information from the Placement Agent. (4) In connection with the transfer of the Class R Notes: (i) none of the Issuer, the Placement Agent or the Servicer is acting as a fiduciary or financial or investment adviser for the transferee; (ii) the transferee is not relying (for purposes of making any investment decision or otherwise) upon any advice, counsel or representations (whether written or oral) of the Issuer, the Placement Agent or the Servicer other than any in a current private placement memorandum for such Class R Notes and any representations expressly set forth in a written agreement with such party; (iii) none of the Issuer, the Placement Agent or the Servicer 34 has given to the transferee (directly or indirectly through any other person) any assurance, guarantee, or representation whatsoever as to the expected or projected success, profitability, return, performance, result, effect, consequence, or benefit (including legal, regulatory, tax, financial, accounting, or otherwise) of the Indenture or documentation for the Class R Notes; (iv) the transferee has consulted with its own legal, regulatory, tax, business, investment, financial, and accounting advisers to the extent it has deemed necessary, and it has made its own investment decisions (including decisions regarding the suitability of any transaction pursuant to the Indenture) based upon its own judgment and upon any advice from such advisers as it has deemed necessary and not upon any view expressed by the Issuer; (v) the transferee has determined that the rates, prices or amounts and other terms of the purchase and sale of the Class R Notes reflect those in the relevant market for similar transactions; (vi) the transferee is acquiring the Class R Notes with a full understanding of all of the terms, conditions and risks thereof (economic and otherwise), and it is capable of assuming and willing to assume (financially and otherwise) those risks; and (vii) the transferee is a sophisticated investor. (5) The transferee understands that the Class R Notes offered in reliance on Rule 144A will bear the legend set forth in the form of Class R Notes attached hereto as Exhibit A, and will be represented by one or more Rule 144A Global Notes. The Class R Notes may not at any time be held by or on behalf of U.S. persons that are not QIBs or institutional accredited investors. Before any interest in a Rule 144A Global Note may be offered, resold, pledged or otherwise transferred to a person who takes delivery in the form of an interest in a Definitive Note, the transferor will be required to provide the Trustee with a written certification (in the form provided as Exhibit B hereto) as to compliance with the transfer restrictions. (6) The transferee will not, at any time, offer to buy or offer to sell the Class R Notes by any form of general solicitation or advertising, including, but not limited to, any advertisement, article, notice or other communication published in any newspaper, magazine or similar medium or broadcast over television or radio or seminar or meeting whose attendees have been invited by general solicitations or advertisings. (7) The transferee by its purchase of the Class R Notes, represents that either (i) it is not a Benefit Plan and is not acting on behalf of or investing the assets of a Benefit Plan or (ii) the transferee's acquisition and continued holding of such Class R Notes will be 35 covered by a U.S. Department of Labor Prohibited Transaction Class Exemption. (8) The transferee acknowledges that the Issuer, the Placement Agent and others will rely upon the truth and accuracy of the foregoing acknowledgments, representations and agreements and agrees that, if any of the acknowledgments, representations or warranties deemed to have been made by it by or in connection with its purchase of Class R Notes is no longer accurate, it shall promptly notify the Issuer and the Placement Agent. If the transferee is acquiring any Class R Notes as a fiduciary or agent for one or more investor accounts, it shall be deemed to have represented that it has sole investment discretion with respect to each such account and that it has full power to make the foregoing acknowledgments, representations and agreements on behalf of each such account. (c) Subject to Section 2.03(a), upon surrender for registration of transfer of any Note at the office of the Issuer designated pursuant to Section 8.02 for such purpose, the Issuer shall execute and the Trustee upon request shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denominations and of a like aggregate original principal amount. The Trustee shall make a notation on any such new Note of the amount of principal, if any, that has been paid on such Note. (d) All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. (e) Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Issuer or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Trustee duly executed, by the holder thereof or his attorney duly authorized in writing. (f) No service charge shall be made for any registration of transfer or exchange of Notes, but the Issuer or the Trustee may require payment by the transferor of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 9.05 not involving any transfer. SECTION 2.04. Mutilated, Destroyed, Lost and Stolen Notes. (a) If any mutilated Note is surrendered to the Trustee, the Issuer shall execute and the Trustee shall authenticate and deliver in exchange therefore a replacement Note of like tenor and principal amount and bearing a number not contemporaneously outstanding. 36 (b) If there shall be delivered to the Issuer and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Note and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of actual notice to the Issuer or the Trustee that such Note has been acquired by a bona fide purchaser, the Issuer shall execute and upon its request the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Note, a replacement Note of like tenor and principal amount and bearing a number not contemporaneously outstanding. (c) In case the final installment of principal on any such mutilated, destroyed, lost or stolen Note has become or will at the next Payment Date become due and payable, the Issuer in its discretion may, instead of issuing a replacement Note, pay such Note. (d) Upon the issuance of any replacement Note under this Section, the Issuer or the Trustee may require the payment by the Noteholder of a sum sufficient to cover any tax or other governmental charge that may be imposed as a result of the issuance of such replacement Note. (e) Every replacement Note issued pursuant to this Section 2.04 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. (f) The provisions of this Section 2.04 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes. SECTION 2.05. Book-Entry Registration of Class A Notes, Class B Notes, Class C Notes, Class D Notes and Class R Notes. Each of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class R-1 Notes, and the Class R-2 Notes, upon original issuance, shall be issued in the form attached as Exhibit A and delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. Each of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes, Class C Notes, Class D Notes, the Class R-1 Notes and the Class R-2 Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company, as the initial Clearing Agency, and no Class A-1 Note Owner, Class A-2 Note Owner, Class A-3 Note Owner, Class A-4 Note Owner, Class B Note Owner, Class C Note Owner, Class D Note Owner, Class R-1 Note Owner, or Class R-2 Note Owner will receive a definitive note representing such Note Owner's interest, except as provided in Section 2.07. Unless and until Definitive Class A-1 Notes, Definitive Class A-2 Notes, Definitive Class A-3 Notes, Definitive Class A-4 Notes, Definitive Class B Notes, Definitive Class C Notes, Definitive Class D Notes, Definitive Class R-1 Notes and/or Definitive Class R-2 Notes 37 ("Definitive Notes") have been issued to the applicable Note Owners pursuant to Section 2.07: (a) the provisions of this Section 2.05 shall be in full force and effect with respect to the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes or the Class B Notes, Class C Notes, Class D Notes or Class R Notes, as the case may be; (b) the Issuer, the Servicer and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes with respect to the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes, Class C Notes, Class D Notes or Class R Notes, as the case may be (including the making of distributions on the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes, Class C Notes, Class D Notes and Class R Notes, as the case may be), as the authorized representatives of the respective Note Owners; (c) to the extent that the provisions of this Section 2.05 conflict with any other provisions of this Indenture, the provisions of this Section 2.05 shall control; and (d) the rights of the respective Note Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such respective Note Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Notes, are issued pursuant to Section 2.07, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes, Class C Notes, Class D Notes, Class R-1 Notes and Class R-2 Notes, as the case may be, to such Clearing Agency Participants. For purposes of any provision of this Indenture requiring or permitting actions with the consent of, or at the direction of, holders of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes, Class C Notes, Class D Notes, Class R-1 Notes or Class R-2 Notes, as the case may be, evidencing a specified percentage of the Outstanding Principal Amount of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, the Class B Notes, Class C Notes, Class D Notes, Class R-1 Notes or Class R-2 Notes, respectively, such direction or consent may be given by Note Owners (acting through the Clearing Agency and the Clearing Agency Participants) owning Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes, Class C Notes, Class D Notes, Class R-1 Notes or Class R-2 Notes evidencing the requisite percentage of the Outstanding Principal Amount of such Notes, respectively. SECTION 2.06. Notice to Clearing Agency Note Owners. Whenever notice or other communication to the Class A-1 Noteholders, Class A-2 Noteholders, Class A-3 Noteholders, Class A-4 Noteholders, Class B 38 Noteholders, Class C Noteholders, Class D Noteholders, Class R-1 Noteholders or Class R-2 Noteholders is required under this Agreement, unless and until Definitive Notes shall have been issued to the related Note Owners pursuant to Section 2.07, the Trustee shall give all such notices and communications specified herein to be given to such Noteholders to the applicable Clearing Agency which shall give such notices and communications to the related Class A-1 Note Owners, Class A-2 Note Owners, Class A-3 Note Owners, Class A-4 Note Owners, Class B Note Owners, Class C Note Owners, Class D Note Owners, Class R-1 Note Owners or Class R-2 Note Owners in accordance with its applicable rules, regulations and procedures. SECTION 2.07. Definitive Class A Notes, Class B Notes, Class C Notes, Class D Notes and Class R Notes. (a) If (a) (i) the Issuer advises the Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities under the Depository Agreement with respect to the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, the Class B Notes, Class C Notes, Class D Notes, the Class R-1 Notes and/or the Class R-2 Notes and (ii) the Trustee or the Issuer is unable to locate a qualified successor, (b) the Issuer, at its option, advises the Trustee in writing that it elects to terminate the book-entry system with respect to the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, the Class B Notes, Class C Notes, Class D Notes, the Class R-1 Notes and/or the Class R-2 Notes through the Clearing Agency or (c) after the occurrence of a Servicer Event of Default, Class A-1 Note Owners, Class A-2 Note Owners, Class A-3 Note Owners, Class A-4 Note Owners, Class B Note Owners, Class C Note Owners, Class D Note Owners, Class R-1 Note Owners and Class R-2 Note Owners with respect to the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes, Class C Notes, Class D Notes, Class R-1 Notes and Class R-2 Notes evidencing not less than 50% of the aggregate unpaid Outstanding Principal Amount of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes, Class C Notes, Class D Notes, Class R-1 Notes and Class R-2 Notes, respectively, advise the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system with respect to the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes, Class C Notes, Class D Notes, Class R-1 Notes or Class R-2 Notes, respectively, through the Clearing Agency is no longer in the best interests of the Class A-1 Note Owners, Class A-2 Note Owners, Class A-3 Note Owners, Class A-4 Note Owners, Class B Note Owners, Class C Note Owners, Class D Note Owners, Class R-1 Note Owners or Class R-2 Note Owners, as the case may be, the Trustee shall notify all Class A-1 Note Owners, Class A-2 Note Owners, Class A-3 Note Owners, Class A-4 Note Owners, Class B Note Owners, Class C Note Owners, Class D Note Owners, Class R-1 Note Owners and Class R-2 Note Owners with respect to the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes, Class C Notes, Class D Notes, Class R-1 Notes and Class R-2 Notes, respectively, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Notes, to Class A-1 Note Owners, Class A-2 Note Owners, Class A-3 Note Owners, Class A-4 Note Owners, Class B Note Owners, Class C Note Owners, Class D Note Owners, Class R-1 Note Owners or Class R-2 Note Owners, respectively, requesting the same. Upon surrender to the Trustee of 39 the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes, Class C Notes, Class D Notes, Class R-1 Notes or Class R-2 Notes, as the case may be, by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Issuer shall execute and the Trustee shall authenticate and deliver the relevant Definitive Notes. Neither the Issuer nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, as the case may be, all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Notes, and the Trustee shall recognize the holders of the relevant Definitive Notes as Noteholders hereunder. (b) The Class R Notes sold to QIBs will be represented by a permanent global note in fully registered form without coupons (the "Rule 144A Global Note") deposited with a custodian for, and registered in the name of, a nominee of DTC. In the case of Class R Notes that are Definitive Notes initially issued to an Accredited Investor or in exchange for the Rule 144A Global Notes, such Definitive Notes will bear, and be subject to the legend set forth in the form of Class R Notes attached hereto as Exhibit A. The holder of such Definitive Note may transfer such Definitive Note by surrendering it at the office or agency maintained by the Trustee. Upon the transfer, exchange or replacement of Definitive Notes bearing such legend, or upon specific written request for removal of the legend on a Definitive Note, the Trustee will deliver only Definitive Notes that bear such legend, or will refuse to remove such legend, as the case may be, unless there is delivered to the Trustee such satisfactory evidence, which may include an opinion of counsel, as may reasonably be required by the Trustee that neither such legend nor the restrictions on transfer set forth therein are required to ensure compliance with the provisions of the Securities Act. Definitive Notes will not be eligible for clearing or settlement through DTC, Euroclear or Cedel. SECTION 2.08. Payment of Interest and Principal; Rights Preserved. (a) Any installment of interest or principal, payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note was registered at the close of business on the Record Date for such Payment Date by wire transfer of federal funds to the account and number specified in the Note Register on such Record Date for such Person or, if no such account or number is so specified, then by check mailed to such Person's address as it appears in the Note Register on such Record Date. (b) All reductions in the principal amount of a Note effected by payments of installments of principal made on any Payment Date shall be binding upon all holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange therefore or in lieu thereof, whether or not such payment is noted on such Note. All payments on the Notes shall be paid without any requirement of presentment but each holder of any Note shall be deemed to agree, by its acceptance of the same, to 40 surrender such Note at the Corporate Trust Office against payment of the final installment of principal of such Note. SECTION 2.09. Persons Deemed Owners. Prior to due presentment of a Note for registration of transfer, the Issuer, the Trustee, and any agent of the Issuer or the Trustee may treat the registered Noteholder as the owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and neither the Issuer, the Trustee, nor any agent of the Issuer or the Trustee shall be affected by notice to the contrary. SECTION 2.10. Cancellation. All Notes surrendered for registration of transfer or exchange or following final payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Issuer may at any time deliver to the Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Issuer may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly cancelled by the Trustee. No Notes shall be authenticated in lieu of or in exchange for any Notes cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Notes held by the Trustee may be disposed of in the normal course of its business or as directed by a Trust Order. SECTION 2.11. Noteholder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Noteholders and shall otherwise comply with Section 312(a) of the Trust Indenture Act. In the event the Trustee no longer serves as the Note Registrar, the Issuer (or any other obligor upon the Notes) shall furnish to the Trustee at least five Business Days before each interest payment date (and in all events in intervals of not more than 6 months) and at such other times as the Trustee may request in writing a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Noteholders, and the Issuer shall otherwise comply with Section 312(a) of the Trust Indenture Act. SECTION 2.12. Treasury Securities. In determining whether the Noteholders of the required Outstanding Principal Amount of the Notes have concurred in any direction, waiver or consent, Notes owned by the Issuer, any other obligor upon the Notes or an Affiliate of the Issuer shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes which a Responsible Officer knows are so owned shall be so disregarded. 41 ARTICLE III ACCOUNTS; INVESTMENT OF MONEYS; COLLECTION AND APPLICATION OF MONEYS; REPORTS SECTION 3.01. Trust Accounts; Investments by Trustee. (a) On or before the Issuance Date, the Trustee shall establish the Collection Account and the Reserve Account in the name of the Trustee for the benefit of the Receivable Noteholders to the extent of their interests therein as provided in this Indenture and in the Assignment and Servicing Agreement which accounts shall be Eligible Accounts maintained at the Corporate Trust Office. On or before the Issuance Date, the Trustee shall establish the Residual Account and the Liquidity Reserve Account in the name of the Trustee for the benefit of the Class R Noteholders to the extent of their interests therein as provided in this Indenture and in the Assignment and Servicing Agreement, which accounts shall be Eligible Accounts maintained at the Corporate Trust Office. Subject to the further provisions of this Section 3.01(a), the Trustee shall, upon receipt or upon transfer from another account, as the case may be, deposit into such accounts all amounts received by it which are required to be deposited therein in accordance with the provisions of this Indenture. All such amounts and all investments made with such amounts, including all income and other gain from such investments, shall be held by the Trustee in such accounts as part of the Trust Estate as herein provided, subject to withdrawal by the Trustee in accordance with, and for the purposes specified in the provisions of, this Indenture. (b) The Trustee shall hold in trust but shall not be required to deposit in any account specified in Section 3.01(a) any payment received by it until such time as the Trustee shall have identified to its reasonable satisfaction the nature of such payment and, on the basis thereof, the proper account or accounts into which such payment is to be deposited. In determining into which of the accounts, if any, referred to above any amount received by the Trustee is to be deposited, the Trustee may conclusively rely (in the absence of bad faith on the part of the Trustee) on the advice of the Servicer. Unless the Trustee is advised differently in writing by the Lessee making the payment or by the Servicer in writing (with the Servicer's instruction controlling), the Trustee shall assume that any amount remitted to it by such Lessee is to be deposited into the Collection Account pursuant to Section 3.03. The Trustee may establish from time to time such deadline or deadlines as it shall determine are reasonable or necessary in the administration of the Trust Estate after which all amounts received or collected by the Trustee on any day shall not be deemed to have been received or collected until the next succeeding Business Day. (c) Neither the Servicer, Trustee nor the institution then acting as Trustee shall have any right of set-off with respect to the Collection Account, the Reserve Account, the Residual Account or the Liquidity Reserve Account, or any investment therein. 42 (d) So long as no Event of Default shall have occurred and be continuing, all or a portion of the amounts in the Trust Accounts, shall be invested and reinvested by the Trustee pursuant to a Trust Order or Servicer Order in one or more Eligible Investments. Subject to the restrictions on the maturity of investments set forth in Section 3.01(f), each such Trust Order or Servicer Order may authorize the Trustee to make the specific Eligible Investments set forth therein, to make Eligible Investments from time to time consistent with the general instructions set forth therein, or to make specific Eligible Investments pursuant to instructions received in writing or by telegraph or facsimile transmission from the employees or agents of the Issuer or the Servicer, as the case may be, identified therein, in each case in such amounts as such Trust Order or Servicer Order shall specify. The Issuer agrees to report as income for financial reporting and tax purposes (to the extent reportable) all investment earnings on amounts in the Collection Account, the Reserve Account, the Residual Account, or the Liquidity Reserve Account. Each of the Issuer and the Servicer agrees to give appropriate and timely investment directions to the Trustee so that there will not be more than two Business Days in any one calendar year at the end of which funds in the Trust Accounts are not invested, directly or indirectly, pursuant to a Trust Order or a Servicer Order in Eligible Investments that mature on or after the opening of business on the next Business Day. (e) In the event that either (i) the Issuer or the Servicer, as the case may be, shall have failed to give investment directions to the Trustee by 9:30 A.M., New York City time on any Business Day on which there may be uninvested cash or (ii) an Event of Default shall be continuing, the Trustee shall promptly invest and reinvest the funds then in the Collection Account, the Reserve Account, the Residual Account or the Liquidity Reserve Account, as the case may be, to the fullest extent practicable in one or more Eligible Investments. All investments made by the Trustee shall mature no later than the maturity date therefore permitted by Section 3.01(f) unless the Trustee shall have received written confirmation from each Rating Agency, that the liquidation of such Eligible Investments prior to their respective maturity dates, will not result in the reduction or withdrawal of such Rating Agency's then-current rating of the Notes. (f) Unless payable on demand, no investment of any amount held in the Trust Accounts shall mature later than the Business Day immediately preceding the Payment Date which is scheduled to occur immediately following the date of investment. All income or other gains (net of losses) from the investment of moneys deposited in the Trust Accounts shall be deposited by the Trustee in such account immediately upon receipt. (g) Any investment of any funds in the Trust Accounts and any sale of any investment held in such accounts, shall be made under the following terms and conditions: (i) each such investment shall be made in the name of the Trustee or in the name of a nominee of the Trustee, in each case in such manner as shall be necessary to maintain the identity of such investments as assets of the Trust Estate; 43 (ii) any certificate or other instrument evidencing such investment shall be delivered directly to the Trustee or its agent and the Trustee shall have sole possession of such instrument, and all income on such investment; and (iii) the proceeds of any sale of an investment shall be remitted by the purchaser thereof directly to the Trustee for deposit in the account in which such investment was held. (h) If any amounts are needed for disbursement from the Trust Accounts and sufficient uninvested funds are not collected and available therein to make such disbursement, in the absence of a Trust Order or Servicer Order for the liquidation of investments held therein in an amount sufficient to provide the required funds, the Trustee shall select and cause to be sold or otherwise converted to cash a sufficient amount of the investments in such accounts. (i) The Trustee shall not in any way be held liable by reason of any insufficiency in the Trust Accounts resulting from losses on investments made in accordance with the provisions of this Section 3.01 (but the institution serving as Trustee shall at all times remain liable for its own debt obligations, if any, constituting part of such investments). The Trustee shall not be liable for any investment made by it in accordance with this Section 3.01 on the grounds that it could have made a more favorable investment or a more favorable selection for sale of an investment. SECTION 3.02. Collection of Moneys. (a) On or before the Issuance Date, the Servicer shall designate an address for the receipt directly from Lessees of all Lease Payments, Casualty Payments and Termination Payments on or in respect of each Lease (which payments may be aggregated by the Lessee paying the same with Other Lease Payments and which designated address may be the same designated address to which such Other Lease Payments may be sent). The Servicer shall, within two Business Days of receipt of any payment at such designated address, deposit such payment (excluding Residual Realizations) in the Collection Account and Residual Realizations in the Residual Account. All Lease Payments, Casualty Payments, Termination Payments and other payments relating to a Lease received at such designated address and so deposited shall constitute part of the Trust Estate. Any Other Lease Payments from time to time received at such designated address or otherwise received by the Servicer or deposited in the Collection Account shall not constitute part of the Trust Estate. (b) The Trustee shall from time to time, in accordance with instructions of the Servicer, withdraw from the Collection Account any amounts in the Collection Account which the Servicer advises the Trustee are Other Lease Payments. Prior to such payment, the Trustee shall have rights to and an interest in such amounts to the extent (but only to the extent) it is determined that such amounts actually constitute Transaction Payment Amounts. 44 (c) If at any time the Issuer shall receive any payment on or in respect of any Lease, it shall hold such Payment in trust for the benefit of the Trustee and the holders of the Notes, shall segregate such payment from the other property of the Issuer, and shall, promptly (but in no event later than the next following Business Day) upon receipt, deliver such payment in the form received to the Trustee. SECTION 3.03. Collection Account; Payments. (a) The Servicer shall within two Business Days of receipt (a "Required Deposit Date") deposit the following funds, as received, into the Collection Account: (i) Lease Payments (net of any Excess Copy Charges, Maintenance Charges and Fee Per Scan Charges); (ii) recoveries from Non-Performing Leases to the extent Copelco has not substituted Substitute Leases for such Non-Performing Leases (except to the extent required to reimburse unreimbursed Servicer Advances); (iii) late charges received on delinquent Lease payments not advanced by the Servicer; (iv) proceeds (other than Residual Warranty Payments) from purchases by Copelco of Leases as a result of breaches of representations and warranties by Copelco to the extent Copelco has not substituted Substitute Leases for such Leases; (v) proceeds from investment of funds in the Collection Account and the Reserve Account; (vi) Casualty Payments (other than Residual Casualty Payments); (vii) Servicer Advances; (viii) Termination Payments (other than Residual Prepayments) to the extent the Issuer does not reinvest such Termination Payments in Additional Leases; and (ix) payments from the Transferor to effect a redemption of the Notes pursuant to Section 2.01(b). (b) Unless the Notes have been declared due and payable pursuant to Section 6.02 and moneys collected by the Trustee are being applied in accordance with Section 6.06, Available Funds on deposit in the Collection Account and the amounts, if any, deposited into the Collection Account from the Reserve Account in accordance with the provisions of Section 3.05 shall be withdrawn by the Servicer on or before each Payment Date from the Collection Account, in the amounts required, for application in the following order of priority, to make the following required payments: (i) to pay the Servicing Fee; 45 (ii) to pay the Trustee Fee; (iii) to reimburse unreimbursed Servicer Advances in respect of a prior Payment Date; (iv) concurrently and pro rata: (a) to make Interest Payments on the Class A-1 Notes; (b) to make Interest Payments on the Class A-2 Notes; (c) to make Interest Payments on the Class A-3 Notes; (d) to make Interest Payments on the Class A-4 Notes; (v) to make Interest Payments on the Class B Notes; (vi) to make Interest Payments on the Class C Notes; (vii) to make Interest Payments on the Class D Notes; (viii) to make Interest Payments on the Class E Notes; (ix) to make the Class A Principal Payment (i) to the Class A-1 Noteholders only, until the Outstanding Principal Amount on the Class A-1 Notes is reduced to zero, then (ii) to the Class A-2 Noteholders only, until the Outstanding Principal Amount on the Class A-2 Notes is reduced to zero, then (iii) to the Class A-3 Noteholders only, until the Outstanding Principal Amount on the Class A-3 Notes is reduced to zero, and finally (iv) to the Class A-4 Noteholders only, until the Outstanding Principal Amount on the Class A-4 Notes is reduced to zero; (x) to pay the Class B Principal Payment to the Class B Noteholders; (xi) to pay the Class C Principal Payment to the Class C Noteholders; (xii) to pay the Class D Principal Payment to the Class D Noteholders; (xiii) to pay the Class E Principal Payment to the Class E Noteholders; (xiv) to pay the Additional Principal, if any, as an additional reduction of principal, to the Class A Noteholders then receiving the Class A Principal Payment until the Outstanding Principal Amount as provided in clause (viii) above on all of the Class A Notes has been reduced to zero, thereafter to the Class B Noteholders as an additional reduction of principal until the Outstanding Class B Principal Amount has been reduced to zero, thereafter to the Class C Noteholders until the Outstanding Class C Principal Amount has been reduced to zero; thereafter to the Class D Noteholders until the Outstanding Class D Principal Amount has been reduced to zero; and thereafter to the Class E Noteholders until the Outstanding Class E Principal Amount has been reduced to zero; (xv) to make a deposit to the Reserve Account in an amount equal to the excess of the Required Reserve Amount over the Available Reserve Amount; and (xvi) to the Issuer, the balance, if any. 46 (c) Notwithstanding the foregoing, the Trustee shall retain in the Collection Account an amount equal to all Lease Payments received that were due since the prior Due Period, and all Casualty Payments and Termination Payments (excluding Residual Realizations) received by the Trustee after the Determination Date for such Payment Date and shall not distribute any such amounts on such Payment Date. If at any time any amount or portion thereof previously distributed pursuant to this Section 3.03(c) shall have been recovered, or shall be subject to recovery, in any proceeding with respect to the Issuer or otherwise, then for purposes of determining future distributions pursuant to this Section 3.03(c) such amount or portion thereof shall be deemed to have not been previously so distributed. SECTION 3.04. The Residual Account; Payments. (a) The Servicer shall within two Business Days of receipt deposit the following funds, as received into the Residual Account: (i) Residual Realizations; (ii) proceeds from investment of funds in the Residual Account and the Liquidity Reserve Account; (iii) Residual Servicer Advances; and (iv) payments from the Transferor to effect a redemption of the Class R Notes pursuant to Section 2.01(b). (b) Unless the Notes have been declared due and payable pursuant to Section 6.02 and moneys collected by the Trustee are being applied in accordance with Section 6.06, amounts on deposit in the Residual Account and the amounts, if any, deposited into the Residual Account from the Liquidity Reserve Account in accordance with the provisions of Section 3.06 shall be withdrawn by the Servicer on or before each Payment Date from the Residual Account, in the amounts required, for application in the following order of priority, to make the following required payments: (i) to pay the Residual Servicing Fee; (ii) to pay the Residual Trustee Fee; (iii) to reimburse unreimbursed Residual Servicer Advances in respect of a prior Payment Date; (iv) to make Interest Payments on the Class R-1 Notes; (v) to make Interest Payments on the Class R-2 Notes; (vi) to make a deposit to the Liquidity Reserve Account in an amount equal to the excess of the Required Liquidity Reserve over the amount then on deposit therein; 47 (vii) to pay principal on the Class R-1 Notes until such time as the Outstanding Class R-1 Principal Amount is reduced to zero; (viii) to pay principal on the Class R-2 Notes until such time as the Outstanding Class R-2 Principal Amount is reduced to zero; and (ix) to the Issuer, the balance, if any. SECTION 3.05. The Reserve Account. (a) On the Issuance Date, the Issuer has made an initial deposit of $________ into the Reserve Account. On each Payment Date, the Trustee shall transfer to the Reserve Account from the Collection Account such amounts as shall be required by Section 3.05(b). (b) If by 12:00 noon, New York City time, one Business Day preceding any Payment Date, the amount of collected funds on deposit in the Collection Account available for distribution under Section 3.03(b) is insufficient to permit on such Payment Date all distributions required by Section 3.03(b)(i) through 3.03(b)(xii) (such payments, the "Required Payments" and such shortfall, an "Available Funds Shortfall"), then, to the extent of the Available Reserve Amount on deposit in the Reserve Account, the Trustee shall transfer, not later than the end of such Business Day, from the Reserve Account to the Collection Account such amount to the extent available as shall be necessary to make on such Payment Date all Required Payments. (c) In the event that after giving effect to all the disbursements required to be made on any Payment Date, the Available Reserve Amount exceeds the Required Reserve Amount, the Trustee shall transfer, not later than the end of business on such Payment Date, an amount equal to such excess to the Issuer. (d) Upon termination of this Indenture, any balance remaining in the Reserve Account, after all obligations to the Noteholders hereunder have been fully satisfied, shall be paid to reimburse the Trustee for any amounts owing to it arising from the performance of its obligations under this Indenture and, then, to the Issuer. SECTION 3.06. The Liquidity Reserve Account. (a) On the Issuance Date, the Issuer has made an initial deposit of $________ into the Liquidity Reserve Account for the sole benefit of the Class R Notes. On each Payment Date, the Trustee shall transfer to the Liquidity Reserve Account from the Residual Account such amounts as shall be required by Section 3.06(b). (b) If by 12:00 noon, New York City time, one Business Day preceding any Payment Date, the amount of collected funds on deposit in the Residual Account available for distribution under Section 3.04(b) is insufficient to permit on such Payment Date all distributions required by Section 3.04(b)(i) through 3.04(b)(iv) then, to the extent of the amount on deposit in the Liquidity Reserve Account, the Trustee shall transfer, not later than the end of such Business Day, from the Liquidity Reserve Account 48 to the Residual Account such amount as shall be necessary to make such distribution on such Payment Date. (c) If on any Payment Date, the aggregate of the balance in the Residual Account and the balance in the Liquidity Reserve Account is greater than the outstanding balance of the Class R Notes and interest payable thereon and the Residual Servicing Fee payable on such Payment Date, the Trustee shall withdraw all amounts from the Liquidity Reserve Account and deposit them in the Residual Account for distribution to the Class R-1 Noteholders and Class R-2 Noteholders on such date. (d) If on any Payment Date, the balance in the Liquidity Reserve Account after giving effect to all distributions required by Section 3.04(b)(i) through 3.04(b)(iv) is greater than the Required Liquidity Reserve the Trustee shall withdraw such excess from the Liquidity Reserve Account and deposit them in the Residual Account for distribution to the Class R Noteholder on such Payment Date. (e) Upon termination of this Indenture, any balance remaining in the Liquidity Reserve Account, after all obligations to the Class R Noteholders hereunder have been fully satisfied, shall be paid to reimburse the Trustee for any amounts owing to it arising from the performance of its obligations under this Indenture and, then, to the Issuer. SECTION 3.07. Reports by Trustee; Notices of Certain Payments. (a) The Trustee shall within two Business Days after the request of the Issuer, the Servicer or any Receivable Noteholder, deliver to the requesting person a written report setting forth the amounts on deposit in the Collection Account and the Reserve Account and identifying the investments included therein. (b) Within five Business Days following each Payment Date or as promptly as possible thereafter but in no event later than two Business Days following the receipt of the Monthly Report from the Servicer pursuant to Section 5.01 of the Assignment and Servicing Agreement, the Trustee shall mail to the Issuer, Copelco, each Rating Agency and the Servicer and make available to each Receivable Noteholder the following information: (i) the principal amount of all Outstanding Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes, Class C Notes, Class D Notes, and Class E Notes respectively. (ii) the amount of Interest Payments and payments in reduction of principal paid on such Payment Date with respect to all Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes, Class C Notes, Class D Notes and Class E Notes respectively, and with respect to the Receivable Notes held by each Receivable Noteholder; (iii) the amount of the Servicing Fee and unreimbursed Servicer Advances paid on such Payment Date pursuant to Section 3.03(b)(i) and Section 3.03(b)(ii); and 49 (iv) the amount on deposit in the Collection Account and the Reserve Account, in each case after giving effect to all of the withdrawals and applications or transfers required on or before such Payment Date pursuant to Sections 3.02, 3.03 and 3.05. (c) The Trustee shall within two Business Days after the request of the Issuer, the Servicer, or any Class R Noteholder, deliver to the requesting person a written report setting forth the amounts on deposit in the Residual Account and the Liquidity Reserve Account, and identifying the investments included therein. (d) Within five Business Days following each Payment Date or as promptly as possible thereafter but in no event later than two Business Days following the receipt of the Monthly Report from the Servicer pursuant to Section 5.01 of the Assignment and Servicing Agreement, the Trustee shall mail to the Issuer, Copelco, each Rating Agency and the Servicer and make available to each Class R Noteholder the following information: (i) the principal amount of all Outstanding Class R-1 Notes and Class R-2 Notes, respectively; (ii) the amount of Interest Payments and payments in reduction of principal paid on such Payment Date with respect to all Class R-1 Notes and Class R-2 Notes, respectively, and with respect to the Class R Notes held by each Class R Noteholder; (iii) the amount of the Residual Servicing Fee and unreimbursed Residual Servicer Advances paid on such Payment Date pursuant to Section 3.04(b)(i) and Section 3.04(b)(ii); and (iv) the amount on deposit in the Residual Account and the Liquidity Reserve Account, in each case after giving effect to all the withdrawals and applications or transfers required on or before such Payment Date pursuant to Sections 3.04 and 3.06. (e) With each report of the Trustee furnished pursuant to this Section 3.07 following any Payment Date, the Trustee shall enclose a copy of the relevant Servicing Report and the report required to be furnished to the Trustee by the Servicer following such Payment Date pursuant to Section 6.01 of the Assignment and Servicing Agreement or, if such reports have not been received, a statement to such effect. (f) Upon request of a Noteholder, the Trustee will provide information as to the Outstanding Principal Amount of each Class of Notes. SECTION 3.08. Trustee May Rely on Certain Information from Copelco and Servicer. Pursuant to Sections 4.01, 4.05, 5.01 and 6.02 of the Assignment and Servicing Agreement and Section 3.02 through 3.07 hereof, the Servicer is required to furnish to the Trustee from time to time certain information and make various calculations which are relevant to the performance of the Trustee's duties in this Article 50 Three and in Article Four of this Indenture. The Trustee shall be entitled to rely in good faith on such information or calculations in the performance of its duties hereunder (i) unless and until a Responsible Officer of the Trustee has actual knowledge, or is advised by any Noteholder (either in writing or orally with prompt written or telecopied confirmation), that such information or calculations is or are incorrect, or (ii) unless there is a manifest error in any such information. ARTICLE IV RELEASE OF LEASES AND EQUIPMENT SECTION 4.01. Release of Equipment. Subject to the satisfaction of the provisions of Section 4.02, the Trustee shall release Equipment from the Lien of the Indenture upon the occurrence of any of the following events: (a) the sale of such Equipment pursuant to Section 4.03(b) of the Assignment and Servicing Agreement (unless retained by the Issuer for re-leasing), (b) the expiration of the related Lease upon the payment of the final Lease Payment due and payable under such Lease and the deposit of any Residual Realization in respect thereof, (c) the repurchase of the related Lease in accordance with the provisions of Section 5 of the Assignment and Servicing Agreement, (d) the addition of an Additional Lease to the extent new Equipment is provided in replacement of such Equipment in accordance with the provisions of Section 11 of the Assignment and Servicing Agreement and (e) upon the substitution of a Substitute Lease related to such Equipment in accordance with the provisions of Section 11 of the Assignment and Servicing Agreement. The proceeds (excluding Residual Realizations) of any such sale, repurchase or releasing shall be deposited in the Collection Account for disposition under this Indenture. The Residual Realizations shall be deposited in the Residual Account for disposition under this Indenture. SECTION 4.02. Release of Leases Upon Final Lease Payment. In the event that the Trustee shall have received notice (either in writing or orally with prompt written or telecopied confirmation) from the Servicer that the Trustee has received from amounts paid by the Lessee, the Lease Purchase Amount, or from the proceeds of the Equipment subject to any Lease (i) the final Lease Payment due and payable under such Lease and the deposit of any Residual Realization in respect thereof, (ii) a Termination Payment in respect of such Lease, and the deposit of any Residual Realization in respect thereof, (iii) a Lease Purchase Amount in respect of such Lease, and the deposit of any Residual Realization in respect thereof, (iv) a Casualty Payment under such Lease (and, following such final Lease Payment, Casualty Payment, Lease Purchase Amount or Termination Payment, no further payments on or in respect of such Lease are or will be due and payable), or (iv) the full amount of any recoveries with respect to such Non-Performing Lease, such Lease shall be released from the lien of this Indenture. 51 SECTION 4.03. Execution of Documents. The Trustee shall promptly execute and deliver such documents, including without limitation partial releases and termination statements (which shall be furnished to the Trustee by the Issuer), and take such other actions as the Issuer, by Trust Request, may reasonably request (including the return of any Lease which has been released) to fully effectuate the release from this Indenture of any Lease and interests in the related Equipment required to be so released pursuant to Sections 4.01 or 4.02. ARTICLE V SERVICER EVENTS OF DEFAULT; SUBSTITUTE SERVICER SECTION 5.01. Servicer Events of Default. If a Servicer Event of Default shall have occurred and be continuing, the Trustee shall, upon the written request of the holders of 66-2/3% of the then Outstanding Principal Amount of the Notes, give notice in writing to the Servicer of the termination of all of the rights and obligations of the Servicer under the Assignment and Servicing Agreement (but none of Copelco's obligations pursuant to Section 4 of the Assignment and Servicing Agreement, which shall survive such termination). On and after the giving of such written notice, all rights and obligations of the Servicer under the Assignment and Servicing Agreement, including, without limitation, the Servicer's right thereunder to receive the Servicing Fee, but none of the Servicer obligations pursuant to Section 4 thereof, shall pass to, be vested in, and be assumed by the Trustee, and the Trustee shall be authorized to, and shall, execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and of such passing, vesting, and assumption; provided that in performing the duties of the Servicer under the Assignment and Servicing Agreement the Trustee shall at all times be deemed to be acting as the Trustee hereunder and shall be entitled to the full benefit of all the protections, benefits, immunities and indemnities provided in this Indenture for or with respect to the Trustee, including without limitation those set forth in Article Seven hereof. SECTION 5.02. Substitute Servicer. Notwithstanding the provisions of Section 5.01, the Trustee may, if it shall be unwilling to continue to act as the successor to the Servicer in accordance with Section 5.01, or shall, if it is unable to continue to so act or is so instructed in writing by the holders of 66-2/3% of the then Outstanding Principal Amount of the Notes, appoint a successor to the Servicer in accordance with the provisions of Section 8.03 of the Assignment and Servicing Agreement. 52 ARTICLE VI EVENTS OF DEFAULT; REMEDIES SECTION 6.01. Events of Default. "Event of Default," wherever used herein, means any one of the following (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (a) default in making of Principal Payments at the Stated Maturity of the relevant Receivable Notes or Interest Payments on the Receivable Notes when such become due and payable; (b) the entry by a court having jurisdiction in the premises of (i) a decree or order for relief in respect of the Issuer in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or (ii) a decree or order adjudging the Issuer a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment, or composition of or in respect of the Issuer under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator, or other similar official of the Issuer or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days; or (c) the commencement by the Issuer of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree or order for relief in respect of the Issuer in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator, or similar official of the Issuer or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the Issuer's failure to pay its debts generally as they become due, or the taking of corporate action by the Issuer in furtherance of any such action. SECTION 6.02. Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default occurs, the unpaid principal amount of the Notes shall automatically become due and payable at par together with all accrued and 53 unpaid interest thereon, without presentment, demand, protest or notice of any kind, all of which are hereby waived by the Issuer. (b) At any time after such an Event of Default has occurred and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the holders of Notes evidencing 66-2/3% of the then Outstanding Principal Amount of the Notes by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if the Issuer has paid or deposited with the Trustee a sum sufficient to pay: (A) all Principal Payments on any Class A Notes, Class B Notes, Class C Notes, Class D Notes, Class E Notes and Class R Notes which have become due otherwise than by such declaration of acceleration and interest thereon from the date when the same first became due until the date of payment or deposit at the appropriate Note Interest Rate, (B) all Interest Payments due with respect to any Class A Notes, Class B Notes, Class C Notes, Class D Notes, Class E Notes and Class R Notes and, to the extent that payment of such interest is lawful, interest upon overdue interest from the date when the same first became due until the date of payment or deposit at a rate per annum equal to the appropriate Note Interest Rates, and (C) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements, and advances of the Trustee, its agents and counsel; No such rescission shall affect any subsequent Event of Default or impair any right consequent thereon. SECTION 6.03. Remedies. (a) If an Event of Default occurs and is continuing of which a Responsible Officer has actual knowledge, the Trustee shall immediately give notice to each Noteholder as set forth in Section 7.02. (b) Following any acceleration of the Notes, the Trustee shall have all of the rights, powers and remedies with respect to the Trust Estate as are available to secured parties under the Uniform Commercial Code or other applicable law. Such rights, powers and remedies may be exercised by the Trustee in its own name as trustee of an express trust. (c) If an Event of Default specified in Section 6.01(a) occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuer for the whole amount of principal and interest remaining unpaid. 54 (d) In exercising its rights and obligations under this Section 6.03, the Trustee may sell the Trust Estate (other than the Liquidity Reserve Account); provided that if the Event of Default involves other than non-payment of principal or interest on the Notes, then such sale must be for an amount greater than or equal to amounts due under clauses first through fourth in Section 6.06 unless directed otherwise by the holders of 66-2/3% of the then Outstanding Principal Amount of the Notes. Neither the Trustee nor any Noteholder shall have any rights against the Issuer other than to enforce the Lien against the Leases and the Equipment and to sell the Trust Estate. SECTION 6.04. Trustee Shall File Proofs of Claim. (a) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition, or other judicial proceeding relative to the Issuer, Copelco, the Servicer or any other obligor upon the Notes or the other obligations secured hereby or relating to the property of the Issuer, Copelco, the Servicer or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Issuer, Copelco or the Servicer for the payment of overdue principal or interest or any such other obligation) shall by intervention in such proceeding or otherwise, (i) file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and any other obligation secured hereby and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Noteholders allowed in such judicial proceeding, and (ii) collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator, or other similar official in any such judicial proceeding is hereby authorized by each Noteholder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Noteholders to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07. (b) Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any holder thereof or to authorize the Trustee to vote in respect of the claim of any Noteholder in any such proceeding. 55 SECTION 6.05. Trustee May Enforce Claims Without Possession of Notes. All rights of action and claims under this Indenture or the Notes may be prosecuted and enforced by the Trustee without the possession of any of the Notes or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the holders of the Notes in respect of which such judgment has been recovered. SECTION 6.06. Application of Money Collected. Any money collected by the Trustee pursuant to this Article following an Event of Default, and any moneys that may then be held (excluding amounts on deposit in the Liquidity Reserve Account which will be used, on the Payment Date immediately following an Event of Default for the payment of interest and principal to Class R Noteholders in accordance with Clause fourth below) or thereafter received by the Trustee (other than the Liquidity Reserve Account) shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of the entire amount due on account of principal or interest, upon presentation of the Notes and surrender thereof: first--to the payment of all costs and expenses of collection incurred by the Trustee and the Noteholders (including the reasonable fees and expenses of any counsel to the Trustee and the Noteholders); second--if the person then acting as Servicer under the Assignment and Servicing Agreement is not Copelco Capital or an Affiliate of Copelco Capital, to the payment of all Servicer's Fees then due to such person; third--first, pro-rata to the payment of all accrued and unpaid interest on the Outstanding Class A-1 Principal Amount, Outstanding Class A-2 Principal Amount, Outstanding Class A-3 Principal Amount, and Outstanding Class A-4 Principal Amount, respectively, to the date of payment thereof, including (to the extent permitted by applicable law) interest on any overdue installment of interest and principal from the maturity of such installment to the date of payment thereof at the rate per annum equal to the Class A-1 Note Interest Rate, Class A-2 Note Interest Rate and Class A-3 Note Interest Rate, and Class A-4 Note Interest Rate, respectively, second, to the payment of all accrued and unpaid interest on the Outstanding Class B Principal Amount to the date of payment thereof, including (to the extent permitted by applicable law) interest on any overdue installment of interest and principal from the maturity of such installment to the date of payment thereof at the rate per annum equal to the Class B Note Interest Rate, third, to the payment of all accrued and unpaid interest on the Outstanding Class C Principal Amount to the date of payment thereof, 56 including (to the extent permitted by applicable law) interest on any overdue installment of interest and principal from the maturity of such installment to the date of payment thereof at the rate per annum equal to the Class C Note Interest Rate, fourth, to the payment of all accrued and unpaid interest on the Outstanding Class D Principal Amount to the date of payment thereof, including (to the extent permitted by applicable law) interest on any overdue installment of interest and principal from the maturity of such installment to the date of payment thereof at the rate per annum equal to the Class D Note Interest Rate, fifth, to the payment of all accrued and unpaid interest on the Outstanding Class E Principal Amount to the date of payment thereof, including (to the extent permitted by applicable law) interest on any overdue installment of interest and principal from the maturity of such installment to the date of payment thereof at the rate per annum equal to the Class E Note Interest Rate, sixth, to the payment of the Outstanding Class A-1 Principal Amount, seventh, to the payment of the Outstanding Class A-2 Principal Amount, Outstanding Class A-3 Principal Amount, and Outstanding Class A-4 Principal Amount pro-rata, eighth, to the payment of the Outstanding Class B Principal Amount, ninth, to the payment of the Outstanding Class C Principal Amount, tenth, to the payment of the Outstanding Class D Principal Amount and eleventh, to the payment of the Outstanding Class E Principal Amount; provided, that the Noteholders may allocate such payments for interest, principal and premium at their own discretion, except that no such allocation shall affect the allocation of such amounts or future payments received by any other Noteholder; fourth--first to the payment of all accrued and unpaid interest on the Outstanding Class R-1 Principal Amount, second to the payment of all accrued and unpaid interest on the Outstanding Class R-2 Principal Amount, third to the payment of the Outstanding Class R-1 Principal Amount and fourth to the payment of the Outstanding Class R-2 Principal Amount; fifth--to the payment of amounts then due the Trustee hereunder; sixth--if the person then acting as Servicer is Copelco Capital or an Affiliate of Copelco Capital, to the payment of all Servicer's Fees then due to such Person; and seventh--to the payment of the remainder, if any, to the Issuer or any other Person legally entitled thereto. On the Payment Date following an Event of Default, amounts in the Liquidity Reserve Account shall be used to make any amounts not paid under item fourth above and thereafter in the priority first through seventh above. SECTION 6.07. Limitation on Suits. None of the Noteholders shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: 57 (i) such Noteholder has previously given written notice to the Trustee of a continuing Event of Default; (ii) the holders of not less than 66-2/3% of the then Outstanding Principal Amount of the Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (iii) such Noteholder or Noteholders have offered to the Trustee adequate indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (iv) the Trustee for 30 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and (v) so long as any of the Notes remain Outstanding, no direction inconsistent with such written request has been given to the Trustee during such 30-day period by the holders of 66-2/3% of the then Outstanding Principal Amount of the Notes; it being understood and intended that no one or more Noteholders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb, or prejudice the rights of any other Noteholders, or to obtain or to seek to obtain priority or preference over any other Noteholders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all the Noteholders. It is further understood and intended that so long as any portion of the Notes remains Outstanding, Copelco shall not have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture (other than for the enforcement of Sections 3.03(b), 3.04(b), 3.05, 3.06, 4.01 and 4.02 hereof) or for the appointment of a receiver or trustee (including, without limitation, a proceeding under the Bankruptcy Code), or for any other remedy hereunder. Nothing in this Section 6.07 shall be construed as limiting the rights of otherwise qualified Noteholders to petition a court for the removal of a Trustee pursuant to Section 7.09(h) hereof. SECTION 6.08. Unconditional Right of Noteholders to Receive Principal and Interest. Notwithstanding any other provision in this Indenture, other than the provisions hereof limiting the right to recover amounts due on the Notes to recoveries from the property of the Trust Estate, the holder of any Note shall have the absolute and unconditional right to receive payment of the principal of and interest on such Note on the Maturities for such payments, including the Stated Maturity, and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Noteholder. SECTION 6.09. Restoration of Rights and Remedies. If the Trustee or any Noteholder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such 58 Noteholder, then and in every such case, subject to any determination in such proceeding, the Issuer, the Trustee and the Noteholders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Noteholders continue as though no such proceeding had been instituted. SECTION 6.10. Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost, or stolen Notes in Section 2.04 (f), no right or remedy herein conferred upon or reserved to the Trustee or to the Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. SECTION 6.11. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any holder of any Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Noteholders, as the case may be. SECTION 6.12. Control by Noteholders. Except as may otherwise be provided in this Indenture, until such time as the conditions specified in Sections 10.01(i) and (ii) have been satisfied in full, the holders of 66-2/3% of the then Outstanding Principal Amount of the Notes shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. Notwithstanding the foregoing, (i) no such direction shall be in conflict with any rule of law or with this Indenture; (ii) the Trustee shall not be required to follow any such direction which the Trustee reasonably believes might result in any personal liability on the part of the Trustee for which the Trustee is not adequately indemnified; and (iii) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with any such direction; provided that the Trustee shall give notice of any such action to each Noteholder. 59 SECTION 6.13. Residual Notes Events of Default. (a) Upon a default in making of Principal Payments at the Stated Maturity of the relevant Class R Notes or Interest Payments on the Class R Notes when such become due and payable (a "Residual Event of Default"), the unpaid principal amount of the Class R Notes shall automatically become due and payable at par together with all accrued and unpaid interest thereon, without presentment, demand, protest or notice of any kind, all of which are hereby waived by the Issuer. (b) At any time after such a Residual Event of Default has occurred and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the holders of Class R Notes evidencing 66-2/3% of the then Outstanding Principal Amount of the Class R Notes by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if the Issuer has paid or deposited with the Trustee a sum sufficient to pay all Principal Payments on the Class R Notes which have become due otherwise than by such declaration of acceleration and interest thereon from the date when the same first became due until the date of payment or deposit at the appropriate Note Interest Rate all Interest Payments due with respect to any Class R Notes and, to the extent that payment of such interest is lawful, interest upon overdue interest from the date when the same first became due until the date of payment or deposit at a rate per annum equal to the appropriate Note Interest Rates, and all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements, and advances of the Trustee, its agents and counsel. No such rescission shall affect any subsequent Residual Event of Default or impair any right consequent thereon. (c) If a Residual Event of Default occurs and is continuing of which a Responsible Officer has actual knowledge, the Trustee shall immediately give notice to each Noteholder as set forth in Section 7.02. Following any acceleration of the Class R Notes, the Trustee shall have all of the rights, powers and remedies with respect to the Residual Realizations as are available to secured parties under the Uniform Commercial Code or other applicable law. Such rights, powers and remedies may be exercised by the Trustee in its own name as trustee of an express trust. If a Residual Event of Default occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuer for the whole amount of principal and interest remaining unpaid. In exercising its rights and obligations under this Section 6.13, the Trustee may sell the rights to receive Residual Realizations to a third party. Neither the Trustee nor any Class R Noteholder shall have any rights against the Issuer other than to sell the Residual Realizations. (d) Any money collected by the Trustee pursuant to this Article following a sale of rights to Residual Realizations following a Residual Event of Default, and any moneys that may then be held or thereafter received by the Trustee for the benefit of the Class R Notes or otherwise available in the Residual Account or the Liquidity Reserve Account shall be applied in the following order, at the date or dates fixed by the Trustee, upon presentation of the Class R Notes and surrender thereof: 60 first--to the payment of all costs and expenses of collection incurred by the Trustee and the Class R Noteholders (including the reasonable fees and expenses of any counsel to the Trustee and the Noteholders); second--if the person then acting as Servicer under the Assignment and Servicing Agreement is not Copelco Capital or an Affiliate of Copelco Capital, to the payment of all Residual Servicer's Fees then due to such person; third--first to the payment of all accrued and unpaid interest on the Outstanding Class R-1 Principal Amount, second to the payment of all accrued and unpaid interest on the Outstanding Class R-2 Principal Amount, third to the payment of the Outstanding Class R-1 Principal Amount and fourth to the payment of the Outstanding Class R-2 Principal Amount; fourth--to the payment of amounts then due the Trustee hereunder; fifth--if the person then acting as Servicer is Copelco Capital or an Affiliate of Copelco Capital, to the payment of all Residual Servicer's Fees then due to such Person; and sixth--to the payment of the remainder, if any, to the Issuer or any other Person legally entitled thereto. SECTION 6.14. Undertaking for Costs. All parties to this Indenture agree (and each holder of any Note by its acceptance thereof shall be deemed to have agreed) that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys' fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Trustee, to any suit instituted by any Noteholder, or group of Noteholders, holding in the aggregate more than 10% of the then Outstanding Principal Amount of the Notes, or to any suit instituted by any Noteholder for the enforcement of the payment of the principal of or interest on any Note on or after the Maturities for such payments, including the Stated Maturity as applicable. SECTION 6.15. Waiver of Stay or Extension Laws. The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or 61 impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. SECTION 6.16. Sale of Trust Estate. (a) The power to effect any sale of any portion of the Trust Estate described pursuant to Section 6.03 shall not be exhausted by any one or more sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate shall have been sold or all amounts payable on the Notes shall have been paid. The Trustee may from time to time, upon directions in accordance with Section 6.12, postpone any public sale by public announcement made at the time and place of such sale. For any public sale of the Trust Estate, the Trustee shall have provided each Noteholder with notice of such sale at least two weeks in advance of such sale which notice shall specify the date, time and location of such sale. (b) To the extent permitted by applicable law, the Trustee shall not in any private sale sell to a third party the Trust Estate, or any portion thereof unless, (i) until such time as the conditions specified in Sections 10.01(a)(i) and (ii) have been satisfied in full, the holders of 66-2/3% of the then Outstanding Principal Amount of each Class of the Notes voting separately consent to or direct the Trustee in writing to make such sale; or (ii) the proceeds of such sale would be not less than the sum of all amounts due to the Trustee hereunder and the entire unpaid principal amount of the Notes and interest due or to become due thereon in accordance with Section 6.06 on the Payment Date next succeeding the date of such sale. The foregoing provisions shall not preclude or limit the ability of the Trustee to purchase all or any portion of the Trust Estate at a private sale. (c) In connection with a sale of all or any portion of the Trust Estate: (i) any one or more Noteholders may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder may, in paying the purchase money therefore, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon, and the Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders after being appropriately stamped to show such partial payment; (ii) the Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Trust Estate in connection with a sale thereof; 62 (iii) the Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey its interest in any portion of the Trust Estate in connection with a sale thereof, and to take all action necessary to effect such sale; and (iv) no purchaser or transferee at such a sale shall be bound to ascertain the Trustee's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys. (d) The method, manner, time, place and terms of any sale of all or any portion of the Trust Estate shall be commercially reasonable. (e) The provisions of this Section 6.16 shall not be construed to restrict the ability of the Trustee to exercise any rights and powers against the Issuer or the Trust Estate that are vested in the Trustee by this Indenture, including, without limitation, the power of the Trustee to proceed against the collateral subject to the lien of this Indenture and to institute judicial proceedings for the collection of any deficiency remaining thereafter. ARTICLE VII THE TRUSTEE SECTION 7.01. Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default known to the Trustee, (i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (b) In case an Event of Default has occurred and is continuing to the actual knowledge of a Responsible Officer of the Trustee, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his own affairs. (c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: 63 (i) this subsection shall not be construed to limit the effect of subsection (a) of this Section; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved, subject to Section 7.03(f) hereof, that the Trustee was negligent in ascertaining the pertinent facts; (iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Noteholders in accordance with Section 6.12 relating to the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture; and (iv) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section. SECTION 7.02. Notice of Defaults or Events of Default. Within two Business Days after a Responsible Officer obtaining knowledge of the occurrence of any Default or Event of Default hereunder, the Trustee shall transmit, by certified mail return receipt requested, hand delivery or overnight courier, to all Noteholders, as their names and addresses appear in the Note Register, and the Rating Agencies notice of such Default or Event of Default hereunder known to the Trustee, unless such Default or Event of Default shall have been cured or waived. SECTION 7.03. Certain Rights of Trustee. Subject to the provisions of Section 7.01: (a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, note, debenture, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by a Trust Request or Trust Order and any action of the Issuer may be sufficiently evidenced by a Trust Order; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or 64 omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers' Certificate; (d) the Trustee may consult with counsel as to legal matters and the written advice of any such counsel selected by the Trustee with due care shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, note, debenture, other evidence of indebtedness, or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney; and (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. SECTION 7.04. Not Responsible for Recitals or Issuance of Notes. The recitals contained herein and in the Notes, except the Trustee's certificates of authentication, shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Notes. The Trustee shall not be accountable for the use or application by the Issuer of the proceeds of the Notes. SECTION 7.05. May Hold Notes. The Trustee, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Issuer with the same rights it would have if it were not Trustee. SECTION 7.06. Money Held in Trust. Money and investments held by the Trustee shall be held in trust in one or more trust accounts hereunder, but need not be segregated from other funds except to the extent required by law. 65 SECTION 7.07. Compensation, Reimbursement, etc. (a) The amount of the "Trustee Fee" which the Trustee shall be entitled to receive on each Payment Date following the issuance of the Receivables Notes shall be determined by multiplying the (i) Discounted Present Value of Performing Leases as of the prior Payment Date times (ii) one-twelfth of ____%. The amount of the "Residual Trustee Fee" which the Trustee shall be entitled to receive on each Payment Date following the issuance of the Class R Notes shall be determined by multiplying (i) the Booked Residual Values as of the prior Payment Date for all Performing Leases times (ii) one-twelfth of ____%. (b) Except as otherwise expressly provided herein, to reimburse the Trustee upon its request, solely from and only to the extent that amounts are available to the Issuer under Section 3.03(b) or Section 3.04(b) or payable to the Trustee under clause first of Section 6.06 or clause first of Section 6.13), for all reasonable expenses, disbursements, and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement, or advance as may be attributable to its negligence or bad faith. SECTION 7.08. Corporate Trustee Required; Eligibility. There shall at all times be a Trustee hereunder which shall (a) be a corporation organized and doing business under the laws of the United States of America, any state thereof or the District of Columbia, authorized under such laws to exercise corporate trust powers; (b) have a combined capital and surplus of at least $100,000,000; (c) be subject to supervision or examination by federal or state authority; and (d) at the time of appointment, shall have long-term debt obligations (or, if the Trustee does not have outstanding long-term debt obligations and is a subsidiary of a holding company, which holding company shall have long-term obligations) having a credit rating of at least "A-" from S&P and Baa3 from Moody's. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. This Indenture shall always have a Trustee who satisfies the requirements of Section 310(a)(1) of the Trust Indenture Act. The Trustee is subject to the provisions of Section 310(b) of the Trust Indenture Act regarding disqualification of a trustee upon acquiring any conflicting interest. 66 SECTION 7.09. Resignation and Removal; Appointment of Successor. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee under Section 7.10. (b) The Trustee may resign at any time by giving written notice thereof to the Issuer and by mailing notice of resignation by first-class mail, postage prepaid, to Noteholders at their addresses appearing on the Note Register. (c) The Trustee may be removed at any time by Act of the holders of not less than a majority of the then Outstanding Principal Amount of the Notes, delivered to the Trustee and the Issuer. (d) If the Trustee shall resign, be removed, or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Issuer, with the consent of the holders of 66-2/3% of the Outstanding Principal Amount of the Notes, by an act of the Issuer, shall promptly appoint a successor Trustee. (e) If no successor Trustee shall have been so appointed by the Issuer or the Noteholders as hereinbefore provided and accepted appointment in the manner hereinafter provided within 30 days after any such resignation or removal, existence of incapability, or occurrence of such vacancy, the Trustee or any Noteholder may petition any court of competent jurisdiction for the appointment of a successor Trustee. (f) The Issuer shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee by mailing written notice of such event by first-class mail, postage prepaid, to all Noteholders, as their names and addresses appear in the Note Register and each Rating Agency. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. (g) The Issuer may remove the Trustee if the Trustee fails to comply with Section 7.08 of this Indenture. (h) If the Trustee after written request by any Noteholder who has been a Noteholder for at least six months fails to comply with Section 310(b) of the Trust Indenture Act, such Noteholder may petition any court of competent jurisdiction, for the removal of the Trustee and the appointment of a successor Trustee. SECTION 7.10. Acceptance of Appointment by Successor. (a) Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to the Issuer and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Issuer or the successor Trustee, such retiring Trustee shall, upon payment of its charges and expenses, execute and deliver an 67 instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder. Upon request of any such successor Trustee, the Issuer shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts. (b) No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article. SECTION 7.11. Merger, Conversion, Consolidation or Succession to Business. Any Person into which the Trustee may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Person succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such Person shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Notes shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion, or consolidation to such authenticating Trustee may adopt such authentication and deliver the Notes so authenticated with the same effect as if such successor Trustee had itself authenticated such Notes. The Trustee shall provide prompt written notice to each Rating Agency of any event referenced in this Section 7.11. SECTION 7.12. Co-trustees and Separate Trustees. (a) At any time or times, if the Issuer, the Trustee or any Noteholder determines that it is necessary for the purpose of meeting the legal requirements of any jurisdiction in which any of the Trust Estate may at the time be located, the Issuer and the Trustee shall have power to appoint, and, upon the written request of the Trustee or the holders of a majority of the then Outstanding Principal Amount of the Notes, the Issuer shall for such purpose join with the Trustee in the execution, delivery, and performance of all instruments and agreements necessary or proper to appoint one or more Persons approved by the Trustee either to act as co-trustee, jointly with the Trustee, of all or any part of such Trust Estate, or to act as separate trustee of any such property, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Section. If the Issuer does not join in such appointment within 15 days after the receipt by it of a request so to do, or in case an Event of Default has occurred and is continuing, the Trustee, or the holders of a majority of the then Outstanding Principal Amount of the Notes, alone shall have power to make such appointment. 68 (b) Should any written instrument from the Issuer be required by any co-trustee or separate trustee so appointed for more fully confirming to such co-trustee or separate trustee such property, title, right, or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Issuer. Every co-trustee or separate trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following terms: (i) The Notes shall be authenticated and delivered and all rights, powers, duties, and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised, solely by the Trustee. (ii) The rights, powers, duties, and obligations hereby conferred or imposed upon the Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed by the Trustee or by the Trustee and such co-trustee or separate trustee jointly, as shall be provided in the instrument appointing such co-trustee or separate trustee, except to the extent that, under any law of any jurisdiction in which any particular act is to be performed, the Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-trustee or separate trustee. (iii) The Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Issuer evidenced by a Trust Order, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section, and, in case an Event of Default has occurred and is continuing, the Trustee shall have power to accept the resignation of, or remove, any such co-trustee or separate trustee without the concurrence of the Issuer. Upon the written request of the Trustee, the Issuer shall join with the Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section. (iv) No co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of the Trustee or any other such trustee hereunder and the Trustee shall not be personally liable by reason of any act or omission of any co-trustee or other such separate trustee hereunder selected by the Trustee with due care or appointed in accordance with directions to the Trustee pursuant to Section 6.12. (v) Any Act of Noteholders delivered to the Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee. SECTION 7.13. Acceptance by Trustee. The Trustee hereby acknowledges the conveyance of the Granted Assets and the receipt of the Leases and the other Granted Assets granted by the Issuer hereunder and declares that the Trustee, through a custodian, will hold such Leases and 69 other Granted Assets conveyed by the Issuer in trust, for the use and benefit of all Noteholders subject to the terms and provisions hereof. SECTION 7.14. Preferential Collection of Claims Against the Issuer. The Trustee is subject to Trust Indenture Act Section 311(a), excluding any creditor relationship listed in Trust Indenture Act Section 311(b). A Trustee who has resigned or been removed shall be subject to Trust Indenture Act Section 311(a) to the extent indicated therein. SECTION 7.15. Reports by Trustee to Noteholders. To the extent required by the Trust Indenture Act, within 60 days after each [June 18] of each year, following the date of this Indenture beginning [June 18, 2000], the Trustee shall mail to Noteholders a brief report dated as of such reporting date that complies with Trust Indenture Act Section 313(a), if such a report is required pursuant to Trust Indenture Act Section 313(a). The Trustee also shall comply with Trust Indenture Act Section 313(b). The Trustee shall also transmit by mail all reports as required by Trust Indenture Act Section 313(c). A copy of each such report required under Trust Indenture Act Section 313 shall, at the time of such transmission to Noteholders be filed with the Commission and with each stock exchange or other market system on which the Notes are listed. The Issuer or any other obligor upon the Notes shall notify the Trustee if the Notes become listed on any stock exchange or market trading system. SECTION 7.16. No Proceedings. The Trustee hereby agrees that it will not, with respect to its fees and expenses, directly or indirectly institute, or cause to be instituted, against the Issuer any proceeding of the type referred to in Section 6.01(b) or (c) so long as there shall not have elapsed one year plus one day since the latest maturing Notes have been paid in full in cash. ARTICLE VIII COVENANTS SECTION 8.01. Payment of Principal and Interest. The Issuer will duly and punctually pay the principal of and interest on the Notes in accordance with the terms of the Notes and this Indenture. SECTION 8.02. Maintenance of Office or Agency; Chief Executive Office. (a) The Issuer will maintain at the Corporate Trust Office an office or agency where Notes may be surrendered for registration of transfer or exchange and 70 where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. (b) The chief executive office of the Issuer, and the office at which the Issuer maintains its records with respect to the Leases, the interests in the Equipment, and the transactions contemplated hereby, is currently located in Wilmington, Delaware; and records with respect to certain of the Leases are maintained in Mt. Laurel, New Jersey. The Issuer will not change the location of such offices without giving the Trustee at least 30 days prior written notice thereof. SECTION 8.03. Money for Payments to Noteholders to be Held in Trust. (a) All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Collection Account pursuant to Section 3.03(b) or Section 6.06 or from amounts withdrawn from the Residual Account pursuant to Section 3.04(b) shall be made on behalf of the Issuer by the Trustee, and no amounts so withdrawn from the Collection Account or the Residual Account for payments of Notes shall be paid over to the Issuer under any circumstances except as provided in this Section 8.03 or in Section 3.03(b), Section 3.04(b) or Section 6.06. (b) In making payments hereunder, the Trustee will: (i) allocate all sums received for payment to the Noteholders on each Payment Date among such Noteholders pursuant to Section 3.03(b), Section 3.04(b), or Section 6.06, as applicable, in accordance with the information known to the Trustee; (ii) hold all sums held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; and (iii) comply with all requirements of the Internal Revenue Code of 1986, as amended (or any successor statutes), and all regulations thereunder, with respect to the withholding from any payments made by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. Whenever the Issuer shall have one or more Paying Agents, it will, prior to each due date of the principal of or interest on any Notes, deposit with a Paying Agent a sum sufficient to pay the principal or interest so becoming due, such sum to be held in trust for the benefit of the Noteholders entitled to such principal or interest, and (unless such Paying Agent is the Trustee) the Issuer will promptly notify the Trustee of its action or failure so to act. 71 The Issuer will cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: (1) hold all sums held by it for the payment of the principal of or interest on Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided, and (2) give the Trustee notice of any default by the Issuer (or any other obligor upon the Securities) in the making of any payment of principal or interest. (c) Except as required by applicable law, any money held by the Trustee in trust for the payment of any amount due with respect to any Note and remaining unclaimed for three years after such amount has become due and payable to the Noteholder shall be discharged from such trust and, subject to applicable escheat laws, paid to the Issuer upon request; and such Noteholder shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Trustee with respect to such trust money shall thereupon cease. SECTION 8.04. Corporate Existence; Merger; Consolidation, etc. (a) The Issuer will keep in full effect its existence and rights as a limited liability company under the laws of the State of Delaware. (b) The Issuer shall at all times observe and comply in all material respects with (i) all laws applicable to it, and (ii) all requisite and appropriate organizational and other formalities in the management of its business and affairs and the conduct of the transactions contemplated hereby and by the Underwriting Agreement and the Assignment and Servicing Agreement. (c) The Issuer shall not (i) consolidate or merge with or into any other Person or convey or transfer its properties and assets substantially as an entirety to any other Person or (ii) commingle its assets with those of any other Person. (d) The Issuer will be qualified to do business in all states where the failure to do so would have a material adverse effect on the noteholders. SECTION 8.05. Protection of Trust Estate; Further Assurances. The Issuer will from time to time execute and deliver all such supplements and amendments hereto and all such Financing Statements, continuation statements, instruments of further assurance, and other instruments, and will take such other action as may be necessary or advisable to: (i) Grant more effectively all or any portion of the Trust Estate; 72 (ii) maintain or preserve the Lien of this Indenture or carry out more effectively the purposes hereof; (iii) publish notice of, or protect the validity of, any Grant made or to be made by this Indenture and perfect the security interest contemplated hereby in favor of the Trustee in each of the Leases, in the Equipment and all other property included in the Trust Estate; provided, that the Issuer shall not be required to file Financing Statements with respect to the interests in the Equipment in addition to those contemplated by Section 11.03 of the Assignment and Servicing Agreement; (iv) enforce or cause the Servicer to enforce any of the Leases; or (v) preserve and defend title to the Leases (including the right to receive all payments due or to become due thereunder), the interests in the Equipment, or other property included in the Trust Estate and preserve and defend the rights of the Trustee and the Noteholders in such Leases (including the right to receive all payments due or to become due thereunder), interests in the Equipment and other property against the claims of all Persons and parties. The Issuer, upon the Issuer's failure to do so, hereby designates the Trustee its agent and attorney-in-fact to execute any Financing Statement or continuation statement required pursuant to this Section 8.05; provided, however, that such designation shall not be deemed to create a duty in the Trustee to monitor the compliance of the Issuer with the foregoing covenants; and provided, further, that the duty of the Trustee to execute any instrument required pursuant to this Section 8.05 shall arise only if a Responsible Officer of the Trustee has actual knowledge of any failure of the Issuer to comply with the provisions of this Section 8.05. SECTION 8.06. Reserved. SECTION 8.07. Performance of Obligations; Assignment and Servicing Agreement. (a) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the Notes, the Underwriting Agreement and the Placement Agent Agreement. (b) The Issuer will not take any action or permit any action to be taken by others which would release any Person from any of such Person's covenants or obligations under any Lease or any other instrument included in the Trust Estate, or which would result in the amendment, hypothecation, subordination, termination, or discharge of, or impair the validity or effectiveness of, any Lease or such other instrument, except as expressly provided in this Indenture or the Assignment and Servicing Agreement. (c) If any Authorized Officer shall have knowledge of the occurrence of a default under the Assignment and Servicing Agreement, the Issuer shall promptly notify the Trustee and the Noteholders thereof, and shall specify in such notice the action, 73 if any, the Issuer is taking in respect of such default. Unless consented to by the holders of 66 2/3% of the then Outstanding Principal Amount of the Notes, the Issuer may not waive any default under or amend the Assignment and Servicing Agreement. SECTION 8.08. Negative Covenants. The Issuer will not: (a) sell, transfer, exchange or otherwise dispose of any portion of the Trust Estate except as expressly permitted by this Indenture; (b) claim any credit on, or make any deduction from, the principal of, or interest on, any of the Notes by reason of the payment of any taxes levied or assessed upon any portion of the Trust Estate; (c) engage in any business or activity other than in connection with, or relating to the ownership of, the Leases and the interests in the Equipment, the issuance of the Notes, and the specific transactions contemplated hereby; (d) become liable for, issue, incur, assume, or allow to remain outstanding any indebtedness, or guaranty any indebtedness of any Person, other than the Notes, except as contemplated by this Indenture, the registration statement filed with respect to the Class A Notes, Class B Notes, Class C Notes and Class D Notes, and the Assignment and Servicing Agreement; (e) seek dissolution or liquidation in whole or in part or reorganization of its business or affairs; (f) (i) permit the validity or effectiveness of this Indenture or any Grant hereby to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations under this Indenture, except as may be expressly permitted hereby, (ii) permit any lien, charge, security interest, mortgage or other encumbrance to be created on or to extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the proceeds thereof other than the lien of this Indenture, or (iii) subject to Section 3.01(c) of the Assignment and Servicing Agreement, permit the lien of this Indenture not to constitute a valid first priority security interest in the Trust Estate; or (g) make any loan or advance to any Affiliate of the Issuer or to any other Person; provided that the Issuer may from time to time make Inter-Company Loans on the terms and conditions set forth in Section 13 of the Assignment and Servicing Agreement. 74 SECTION 8.09. Information as to \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001082852_aironet_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001082852_aironet_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..0aa60a4b271b3546c2245bb0286034a4ecfcafbb --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001082852_aironet_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the common stock offered hereby and other legal matters will be passed upon for us by Goodman Weiss Miller LLP, Cleveland, Ohio. Mr. Jay R. Faeges, an attorney at Goodman Weiss Miller LLP, is also our Secretary. Specific legal matters will be passed upon for the underwriters by Testa, Hurwitz & Thibeault, LLP, Boston, Massachusetts. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001082923_stamps_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001082923_stamps_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..17cc0c9f4f30e77149f4cc58eef0401ef65992fd --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001082923_stamps_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the common stock offered by this prospectus will be passed upon for us by Brobeck, Phleger & Harrison LLP, Irvine, California. As of November 1, 1999, affiliates of Brobeck, Phleger & Harrison LLP beneficially owned a total of approximately 84,000 shares of common stock. The validity of the common stock in this offering will be passed upon for the underwriters by Sullivan & Cromwell, Washington, D.C. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001082925_golden_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001082925_golden_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..2ae701e06fe067a97cb62b4fda84a2465637ff92 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001082925_golden_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of our common stock offered by this prospectus will be passed upon for us by the international law firm of McDermott, Will & Emery. Certain legal matters in connection with this offering will be passed upon for the underwriters by Cahill Gordon & Reindel (a partnership including a professional corporation), New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001083185_webvalley_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001083185_webvalley_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..66854a8c4d4b17a1752d1320f5066fd5b115df66 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001083185_webvalley_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the common stock offered will be passed upon for us by Gray, Plant, Mooty, Mooty & Bennett, P.A., Minneapolis, Minnesota. Legal matters will be passed upon for the underwriters by Fredrikson & Byron, P.A., Minneapolis, Minnesota. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001083750_chandler_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001083750_chandler_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..c6ee8ec9ce11956d00d94384e404c2efb5825ed8 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001083750_chandler_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters in connection with the offering are being passed upon for CUSA by Gardere & Wynne, L.L.P., Dallas, Texas, and for the underwriter by Vinson & Elkins L.L.P., Dallas, Texas. David G. McLane, a partner in Gardere & Wynne, L.L.P., is an Assistant Secretary of Chandler Cayman and NAICO and the beneficial owner of 27,000 shares of common stock of Chandler Cayman. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001084145_ramp_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001084145_ramp_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..ffed02395ea54a27f9d0b662d5c4d168e875a7df --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001084145_ramp_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the common stock offered hereby will be passed upon for Ramp Networks by Venture Law Group, A Professional Corporation, Menlo Park, California. Tae Hea Nahm, a director of Venture Law Group, is an Assistant Secretary of Ramp Networks. VLG Investments 1995 and VLG Investments 1996, entities affiliated with Venture Law Group, hold, respectively, 16,268 and 3,632 shares of our common stock. Mr. Nahm holds an aggregate of 4,792 shares of our common stock and has a pecuniary interest in the shares owned by VLG Investments 1995 and VLG Investments 1996. Certain legal matters in connection with this offering will be passed upon for the underwriters by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001084242_yankee_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001084242_yankee_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..7ef3b82e85c06fe6bdee35738b98ef4348035bc7 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001084242_yankee_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of common stock offered by this prospectus will be passed upon for Yankee Candle by Fried, Frank, Harris, Shriver & Jacobson (a partnership including professional corporations), New York, New York, and Hale and Dorr LLP, Boston, Massachusetts as to matters of Massachusetts law and for the underwriters by Davis Polk & Wardwell, New York, New York. Fried, Frank, Harris, Shriver & Jacobson has in the past provided, and may continue to provide, legal services to Forstmann Little and its affiliates. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001084332_salon_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001084332_salon_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..d7d4fb2d5088839be6f2452c62622572e18a7dc2 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001084332_salon_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of common stock offered hereby will be passed upon for Salon by Gray Cary Ware & Freidenrich LLP, Palo Alto, California. Certain legal matters in connection with the offering will be passed upon for the underwriters by Morrison & Foerster LLP, San Francisco, California. Members of Gray Cary Ware & Freidenrich LLP beneficially own an aggregate of 10,309 shares of Salon common stock. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001084421_insight_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001084421_insight_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..1e391fc113142a1c70d641461bb93e7bf034f454 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001084421_insight_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Class A common stock offered hereby will be passed upon for Insight by Cooperman Levitt Winikoff Lester & Newman, P.C., New York, New York. Latham & Watkins, New York, New York, has acted as counsel for the underwriters in connection with this offering. Members and related parties of Cooperman Levitt Winikoff Lester & Newman, P.C. will own in the aggregate 178,463 shares of Class A common stock upon the closing of the offering. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001084609_women-com_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001084609_women-com_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..414bdfb6a170dcce7f0089ae14ede6dec21f7156 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001084609_women-com_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the shares of common stock offered in this offering and other matters will be passed upon for us by Cooley Godward LLP, Menlo Park, California and the validity of the shares of common stock offered in this offering and other matters will be passed upon for the underwriters by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California. An investment partnership comprised of members and senior associates of Cooley Godward LLP beneficially owns 19,791 shares of common stock. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001084722_gadzoox_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001084722_gadzoox_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..3cdc2aae7185bbc547a3e56ec8dc6cb4a5df18ab --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001084722_gadzoox_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the common stock offered hereby will be passed upon for Gadzoox by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California. Certain legal matters will be passed upon for the Underwriters by Morrison & Foerster LLP, Palo Alto, California. As of the date of this prospectus, WS Investment Company 95B an investment partnership composed of certain current and former members of and persons associated with Wilson Sonsini Goodrich & Rosati, Professional Corporation, in addition to certain current individual members of Wilson Sonsini Goodrich & Rosati, Professional Corporation, beneficially own an aggregate of 39,138 shares of Gadzoox common stock. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001084755_ariba-inc_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001084755_ariba-inc_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..8d66c3954be0724f5a9bf842db702009942ab659 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001084755_ariba-inc_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the common stock offered by us in this offering will be passed upon for us by Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, Menlo Park, California. Members of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, participating in the consideration of legal matters relating to the common stock offered by us in this offering are the beneficial owners of 25,600 shares of our common stock. Legal matters in connection with this offering will be passed upon for the underwriters by Fenwick & West LLP, Palo Alto, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001084827_netiq-corp_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001084827_netiq-corp_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..78e1cf96784573aa13bb5e1b1fe4f5d3fa1371f2 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001084827_netiq-corp_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the common stock offered hereby will be passed upon for NetIQ by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California. Certain legal matters will be passed upon for the underwriters by Morrison & Foerster LLP, Palo Alto, California. As of the date of this prospectus, WS Investment Company 95B, an investment partnership composed of current and former members of and persons associated with Wilson Sonsini Goodrich & Rosati, Professional Corporation beneficially own a total of 41,666 shares of NetIQ's common stock. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001085095_td_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001085095_td_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..71b939437639e961fa1ad71e4b761646fe82e706 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001085095_td_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of our common stock being offered by us will be passed upon for us by Simpson Thacher & Bartlett, New York, New York. Cravath, Swaine & Moore, New York, New York represents the underwriters. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001085621_actua-corp_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001085621_actua-corp_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..ad0a30ad32bc700b32dbd829c79cb0f2a2c220e1 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001085621_actua-corp_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of our common stock offered hereby will be passed upon for us by Dechert Price & Rhoads, Philadelphia, Pennsylvania. Dechert Price & Rhoads beneficially owns 41,666 shares of our common stock and warrants exercisable at $6.00 per share to purchase 8,333 shares of our common stock. Members of and attorneys associated with Dechert Price & Rhoads beneficially own an aggregate of 12,554 shares of our common stock and warrants exercisable at $6.00 per share to purchase 1,111 shares of our common stock. Certain legal and regulatory matters in connection with the offering will be passed upon for the underwriters by Davis Polk & Wardwell, New York, New York. Davis Polk & Wardwell benefically owns 50,000 shares of our common stock. Members of and attorneys associated with Davis Polk & Wardwell beneficially own an aggregate of 25,450 shares of our common stock and warrants exercisable at $6.00 per share to purchase an aggregate of 5,000 shares of our common stock. Davis Polk & Wardwell is also acting as special Investment Company Act counsel to us and the underwriters. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001085634_voyager_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001085634_voyager_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..e944669c025d55fd9cc6b6ffe1efdc15de4fe6d6 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001085634_voyager_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of common stock offered hereby will be passed upon for Voyager.net by Goodwin, Procter & Hoar llp, Boston, Massachusetts. David Dietz, the secretary of Voyager.net, is the sole owner of David F. Dietz, P.C., a partner of Goodwin, Procter & Hoar llp and its predecessor firm. Mr. Dietz is also a limited partner with a pecuniary interest in Media/Communications Investors Limited Partnership, one of the selling stockholders in this offering. Various legal matters related to the sale of the common stock offered hereby will be passed upon for the underwriters by Hale and Dorr LLP, Boston, Massachusetts. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001085653_ecollege_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001085653_ecollege_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..9cf5713cff2972b4d952fb52fda01a4cd485a56d --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001085653_ecollege_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of common stock offered hereby will be passed upon for eCollege.com by Brobeck, Phleger & Harrison LLP, Broomfield, Colorado. Certain legal matters in connection with this offering will be passed upon for the underwriters by Cooley Godward LLP, Boulder, Colorado. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001085916_riva_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001085916_riva_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..b23ecff77f4ea6a5b28daaa405d4040498de5110 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001085916_riva_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters in connection with the offering are being passed upon for Riva Bancshares by Smith, Gambrell & Russell, LLP, Suite 3100, 1230 Peachtree Street, N.E., Atlanta, Georgia 30309, counsel to Riva Bancshares. Certain legal matters in connection with the offering are being passed upon for the underwriters by Gibson, Dunn & Crutcher LLP, 200 Park Avenue, New York, New York 10166. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001085950_advanta_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001085950_advanta_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..f8f2531059dc2e58b640b11fdc7fd6cbc71f1477 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001085950_advanta_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Legal matters relating to the validity of the issuance of the Notes will be passed upon for the Issuers by Orrick, Herrington & Sutcliffe LLP, Washington, D.C. Legal matters related to Nevada law will be passed upon for the Issuers by Woodburn & Wedge, Reno, Nevada. Legal matters will be passed upon for the Underwriters by Moore & Van Allen, PLLC, Charlotte, North Carolina. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001086051_averstar_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001086051_averstar_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..d036c3797946f16afde144808a5b0ef3bbcfb069 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001086051_averstar_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of common stock offered by this prospectus will be passed upon for us by Swidler Berlin Shereff Friedman, LLP, New York, New York, and for the underwriters by Proskauer Rose LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001086195_art_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001086195_art_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..c55b03e7684f07070d239194e355b6d25fb5bdd6 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001086195_art_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of common stock offered by us hereby will be passed upon for us by Hale and Dorr LLP, Boston, Massachusetts. Legal matters will be passed upon for the underwriters by Foley, Hoag & Eliot LLP, Boston, Massachusetts. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001086532_ozark_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001086532_ozark_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..7a861e8d22779682824290e0164976ec65472d24 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001086532_ozark_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the preferred securities offered hereby, and certain matters relating to United States federal income tax consequences of the offering, are being passed upon for the Company and the Trust by Kutak Rock, Little Rock, Arkansas. Morris, James, Hitchens & Williams, Wilmington, Delaware will pass upon certain matters relating to Delaware law for the Trust. Certain legal matters will be passed upon for the underwriters by Giroir, Gregory, Holmes & Hoover, PLC, Little Rock, Arkansas. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001086844_airgate_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001086844_airgate_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..c9a14cb7517a6d6e1b45e188425cc5874386a9f9 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001086844_airgate_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters in connection with the sale of the shares of common stock upon exercise of the warrants will be passed upon for AirGate by Patton Boggs LLP, Washington D.C. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001086937_cybergold_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001086937_cybergold_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..1a1e767378a041428cdabc83ba31cdc1b927cfbb --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001086937_cybergold_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the common stock offered hereby will be passed upon for us by Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, Menlo Park, California. Some legal matters in connection with this offering will be passed upon for the underwriters by Brobeck, Phleger & Harrison LLP, San Francisco, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001087319_matrix_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001087319_matrix_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..45339d0d161a57e0f92bb19974f4826a26561c81 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001087319_matrix_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain matters of Delaware law relating to the validity of the preferred securities, the enforceability of the trust agreement and the formation of Capital Trust, will be passed upon by Morris, Nichols, Arsht & Tunnell, special Delaware counsel to us and Capital Trust. Certain legal matters for us and Capital Trust, including matters relating to United States federal income tax considerations and the validity of the guarantee and the junior subordinated debentures, will be passed upon for us and Capital Trust by Blackwell Sanders Peper Martin LLP, Kansas City, Missouri, counsel to us and Capital Trust. Certain legal matters will be passed upon for the Underwriters by Goodwin, Procter & Hoar LLP, Boston, Massachusetts. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001087955_vixel-corp_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001087955_vixel-corp_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..ce4da3aecbd9e57c8cd068fcf590b80580203ef8 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001087955_vixel-corp_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the common stock offered hereby will be passed upon for us by Cooley Godward LLP, Kirkland, Washington. Certain legal matters in connection with this offering will be passed upon for the underwriters by Gray Cary Ware & Freidenrich LLP, Palo Alto, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001088330_data_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001088330_data_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..ee448d471a217a6aeafe0f515ae3c5c8a5ae5cf2 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001088330_data_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of common stock offered hereby will be passed upon for Data Return by Thompson & Knight L.L.P., Fort Worth, Texas. Pillsbury Madison & Sutro LLP, Palo Alto, California, is acting as counsel for the underwriters in connection with various legal matters relating to the shares of common stock offered by this prospectus. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001088565_fidelity_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001088565_fidelity_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..12825579b08c215066880a3848e824d338022bee --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001088565_fidelity_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of our common stock offered by this prospectus will be passed upon for us by Ledgewood Law Firm, P.C., Philadelphia, Pennsylvania. Legal matters with respect to the offering of our common stock will be passed upon for the underwriters by Sidley & Austin, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001088586_spectrum_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001088586_spectrum_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..b4b84901aab947e1940a86e2e725a468aaab5d1f --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001088586_spectrum_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain matters of Delaware law relating to the validity of the preferred securities, the enforceability of the trust agreement and the formation of Spectrum Capital Trust I will be passed upon by Richards, Layton & Finger, P.A., Wilmington, Delaware, special Delaware counsel to Spectrum and Spectrum Capital Trust I. The validity of the preferred securities guarantee and the junior subordinated debentures will be passed upon for Spectrum by Baird, Holm, McEachen, Pedersen, Hamann & Strasheim, Omaha, Nebraska, counsel to Spectrum. Matters with respect to the issuance of the preferred securities will be passed upon for the underwriters by Chapman and Cutler, Chicago, Illinois. Chapman and Cutler and Baird, Holm, McEachen, Pedersen, Hamann & Strasheim will rely on the opinions of Richards, Layton & Finger, P.A. as to matters regarding the due formation of Spectrum Capital Trust I in Delaware and the enforceability of the trust agreement under Delaware law. Matters relating to United States federal income tax consequences will be passed upon for Spectrum by Baird, Holm, McEachen, Pedersen, Hamann & Strasheim. Deryl F. Hamann, Chairman, CEO and controlling stockholder of Spectrum, is a partner in the law firm of Baird, Holm, McEachen, Pedersen, Hamann & Strasheim. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001088820_loislaw_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001088820_loislaw_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..2486a50f8956beedba5d8f97994bff2a40240eef --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001088820_loislaw_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of common stock to be issued in this offering will be passed upon for Loislaw.com by Thompson & Knight L.L.P., Dallas, Texas. Various legal matters in connection with the offering will be passed upon for the underwriters by Testa, Hurwitz & Thibeault, LLP, Boston, Massachusetts. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001088825_tivo_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001088825_tivo_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..4b7eaf7386673d4f87e6c07b0d32514037540906 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001088825_tivo_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the common stock offered hereby will be passed upon for us by Cooley Godward LLP, Palo Alto, California. As of the date of this prospectus, certain members and associates of Cooley Godward LLP beneficially own an aggregate of 41,666 shares of our Series A preferred stock (convertible into 41,666 shares of common stock) and a warrant to purchase 2,715 shares of our common stock through an investment partnership. Certain legal matters in connection with the offering will be passed upon for the underwriters by Shearman & Sterling, Menlo Park, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001089044_labranche_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001089044_labranche_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..33c87eb2030b148144bbd68cbf99e3ce02f2c09a --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001089044_labranche_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of common stock offered hereby will be passed upon for LaBranche & Co Inc. by Fulbright & Jaworski L.L.P., New York, New York, and for the underwriters by Cleary, Gottlieb, Steen & Hamilton, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001089202_goracing_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001089202_goracing_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..523a7f4e896ed0191606960dd5eea7e95a23354d --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001089202_goracing_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the common stock offered hereby will be passed upon for goracing.com, inc. by Greenberg Traurig, P.A., Phoenix, Arizona. Selected legal matters in connection with this offering will be passed upon for the underwriters by Pillsbury Madison & Sutro LLP, Palo Alto, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001089341_telecorp_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001089341_telecorp_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..12cb278122958a88208bfc96cb760e15a9e5dfa8 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001089341_telecorp_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters in connection with the common stock we are offering under this prospectus are being passed upon for us by McDermott, Will & Emery. The underwriters have been represented by Cravath, Swaine & Moore. Wiley, Rein & Fielding are also advising us on regulatory matters under the Federal communications laws. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001090156_vitaminsho_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001090156_vitaminsho_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..a5864c1d53e88b0fff3d00293496ba0a572e48af --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001090156_vitaminsho_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Kaye, Scholer, Fierman, Hays & Handler, LLP, New York, New York will pass upon the validity of the issuance of the Class A common stock being offered. Hale and Dorr LLP, Boston, Massachusetts will pass upon certain legal matters in connection with this offering for the underwriters. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001090452_lodgian_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001090452_lodgian_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..5a8792bc5354ca27c19814c524ae4758b01659e9 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001090452_lodgian_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain matters of Delaware law relating to the validity of the CRESTS will be passed upon for the Trust by Richards, Layton & Finger, P.A., Wilmington, Delaware, special Delaware counsel to the Company and the Trust. The validity of the Convertible Debentures, the Guarantee and the Common Stock issuable upon conversion of the Debentures will be passed upon for the Company and the Trust by Cadwalader, Wickersham & Taft. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001090697_world_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001090697_world_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..5d6a664e489334e04806fc77c5a2bb5523f63409 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001090697_world_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Legal matters in connection with this offering have been passed upon for the Trust, the managing owner and Prudential Securities by Rosenman & Colin LLP, 575 Madison Avenue, New York, New York 10022. Certain legal matters relating to Delaware law have been passed upon for the Trust and the managing owner by Richards, Layton & Finger, P.A., Wilmington, Delaware. Rosenman & Colin LLP acts as counsel generally for the managing owner and advises the managing owner with respect to its responsibilities as managing owner of, and with respect to matters relating to, the Trust. Rosenman & Colin LLP also represents Prudential Securities and certain of its affiliates from time to time in various matters, and it is expected it will continue to do so in the future. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001090701_world_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001090701_world_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..5d6a664e489334e04806fc77c5a2bb5523f63409 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001090701_world_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Legal matters in connection with this offering have been passed upon for the Trust, the managing owner and Prudential Securities by Rosenman & Colin LLP, 575 Madison Avenue, New York, New York 10022. Certain legal matters relating to Delaware law have been passed upon for the Trust and the managing owner by Richards, Layton & Finger, P.A., Wilmington, Delaware. Rosenman & Colin LLP acts as counsel generally for the managing owner and advises the managing owner with respect to its responsibilities as managing owner of, and with respect to matters relating to, the Trust. Rosenman & Colin LLP also represents Prudential Securities and certain of its affiliates from time to time in various matters, and it is expected it will continue to do so in the future. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001090702_world_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001090702_world_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..5d6a664e489334e04806fc77c5a2bb5523f63409 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001090702_world_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Legal matters in connection with this offering have been passed upon for the Trust, the managing owner and Prudential Securities by Rosenman & Colin LLP, 575 Madison Avenue, New York, New York 10022. Certain legal matters relating to Delaware law have been passed upon for the Trust and the managing owner by Richards, Layton & Finger, P.A., Wilmington, Delaware. Rosenman & Colin LLP acts as counsel generally for the managing owner and advises the managing owner with respect to its responsibilities as managing owner of, and with respect to matters relating to, the Trust. Rosenman & Colin LLP also represents Prudential Securities and certain of its affiliates from time to time in various matters, and it is expected it will continue to do so in the future. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001091893_smarterkid_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001091893_smarterkid_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..1a9e075ca34516fae17388639bf9e9ed86dec38e --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001091893_smarterkid_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of common stock to be issued in this offering will be passed upon for SmarterKids.com by Testa, Hurwitz & Thibeault, LLP, Boston, Massachusetts. Certain legal matters in connection with this offering will be passed upon for the underwriters by Hale and Dorr LLP, Boston, Massachusetts. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001091907_world_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001091907_world_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..bf56ac56adbb9aa43ddb84e307ffb97c5a779f33 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001091907_world_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of Class A common stock offered by this prospectus will be passed upon for us by Kirkpatrick & Lockhart LLP, Pittsburgh, Pennsylvania. Latham & Watkins, New York, New York has acted as counsel for the underwriters in connection with the offering. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001092013_acme_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001092013_acme_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..540059f6676f4239c41f96deee76904600296b84 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001092013_acme_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS O'Melveny & Myers LLP, Newport Beach, California will pass upon the validity of the shares of common stock offered by this prospectus. Irell & Manella LLP, Los Angeles, California will pass upon certain legal matters for the underwriters. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001092393_exactis_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001092393_exactis_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..c61ce4d230d2fba0984870c14dc25ab313045855 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001092393_exactis_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Cooley Godward LLP, Boulder, Colorado will pass upon the validity of the shares of common stock offered hereby. Attorneys at Cooley Godward LLP are the beneficial owners, through investment partnerships, of approximately 8,700 shares of our common stock. Brobeck, Phleger & Harrison LLP, San Francisco, California, will pass upon certain legal matters in connection with the offering for the underwriters. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001093569_andromedia_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001093569_andromedia_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..7925fc853c03ebc208d0785419250ba85aa0f5c6 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001093569_andromedia_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the common stock in the offering will be passed upon for Andromedia by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California. Certain legal matters will be passed upon for the underwriters by Latham & Watkins, San Francisco, California. As of the date of this prospectus, certain investment partnerships composed of certain current and former members of and persons associated with Wilson Sonsini Goodrich & Rosati, Professional Corporation, as well as certain individual attorneys of this firm, beneficially own an aggregate of 34,394 shares of our common stock on an as-converted to common stock basis. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001094202_getthere_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001094202_getthere_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..4d97dcfcc4e58330410aff5c9eb533e4b37dd1f1 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001094202_getthere_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of common stock being offered by GetThere.com will be passed upon for GetThere.com by Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, Menlo Park, California, which has acted as our counsel in connection with this offering. Certain legal matters in connection with this offering will be passed upon for the underwriters by Brobeck, Phleger & Harrison LLP, Palo Alto, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001094238_harris_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001094238_harris_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..70b829268ece64e180144130dfca6d8befc179d9 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001094238_harris_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Harris Beach & Wilcox, LLP, Rochester, New York will pass upon the validity of the common stock that we are selling in this offering. O'Melveny & Myers LLP, New York, New York will pass upon legal matters for the underwriters. Beth Ela Wilkens, a partner of Harris Beach & Wilcox, LLP, holds options to purchase 28,000 shares of our common stock and certain partners and employees of Harris Beach & Wilcox, LLP will be given the opportunity to purchase shares of our common stock reserved by us for sale to our business associates at the initial public offering price set forth on the cover page of this prospectus. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001094243_somera_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001094243_somera_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..4766d689469d8634dc0b9338d034dfde04b1e22a --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001094243_somera_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Wilson Sonsini Goodrich & Rosati, P.C., Palo Alto, California, will pass upon the validity of the issuance of the shares of common stock offered by this prospectus. Cooley Godward LLP will pass upon certain legal matters in connection with this offering for the Underwriters. Jeffrey D. Saper, a member of Wilson Sonsini Goodrich & Rosati, P.C., serves as our Secretary. As of the date of this prospectus, a member of Wilson Sonsini Goodrich & Rosati, P.C., owns a warrant exercisable into 112,500 shares of our common stock. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001094392_rudolph_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001094392_rudolph_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..6f56a9eccba32041cf40b42228ec9788c3d8626e --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001094392_rudolph_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters with respect to the validity of the common stock offered hereby are being passed upon for us by Wilson Sonsini Goodrich & Rosati, Palo Alto, California. Certain legal matters in connection with this offering will be passed upon for the underwriters by Hale and Dorr LLP, Boston, Massachusetts. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001094681_entercom_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001094681_entercom_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..8abd29f33de40a0a922fdc3a7465a52334755276 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001094681_entercom_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Morris, Nichols, Arsht & Tunnell, special Delaware counsel to the trust and Entercom, will pass on certain matters of Delaware law relating to the validity of the TIDES. Latham & Watkins, Washington, D.C., will pass upon the validity of the debentures and the Guarantee. John C. Donlevie, Esq. will pass upon the validity of the Class A common stock issuable upon conversion of the TIDES. Weil, Gotshal & Manges LLP, New York, New York, will pass upon certain matters on behalf of the underwriters. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001094998_official_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001094998_official_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..785e6ab8ca506153cc2c725fc0ba4a12ad0cf104 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001094998_official_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the shares of common stock offered by this prospectus will be passed upon for us by Cadwalader, Wickersham & Taft, New York, New York. Certain legal matters in connection with this offering will be passed upon for the underwriters by Simpson Thacher & Bartlett, Los Angeles, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001095099_nortem-n-v_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001095099_nortem-n-v_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..250ebf17206946b2c6c7a5f5eb120cebf9308eed --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001095099_nortem-n-v_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the common shares offered by this prospectus will be passed upon for Metron by Nauta Dutilh, Netherlands counsel to the company. Certain other legal matters in connection with the offering will be passed upon for Metron by Cooley Godward LLP, Palo Alto, California. Certain legal matters in connection with the offering will be passed upon for the underwriters by Latham & Watkins, Menlo Park, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001095315_pfsweb-inc_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001095315_pfsweb-inc_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..2950866dd9675a38bafb3eb45f40cadc385bd755 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001095315_pfsweb-inc_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the common stock offered hereby will be passed upon for PFSweb by Wolff & Samson P.A., Roseland, New Jersey. An attorney of such firm is the holder of an option to purchase 35,000 shares of common stock of PFSweb. Legal matters in connection with this offering will be passed upon for the underwriters by Gibson, Dunn & Crutcher LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001095388_mcafee_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001095388_mcafee_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..f1bd07264d43da7b3fb6bf65f8cda4eca05c4e81 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001095388_mcafee_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California, will pass upon the validity of the issuance of the shares of Class A common stock offered by this prospectus. Gray Cary Ware & Freidenrich LLP will pass upon certain legal matters in connection with this offering for the Underwriters. Wilson Sonsini Goodrich & Rosati, Professional Corporation is general outside counsel to Networks Associates, Inc. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001095600_blue-coat_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001095600_blue-coat_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..1b12cce6f8297c715a4f31132989369248043cd1 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001095600_blue-coat_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the common stock offered will be passed upon for us by Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, Menlo Park, California. Members of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP participating in the consideration of legal matters relating to this offering beneficially own 91,452 shares of our common stock, assuming the conversion of all of our preferred stock into common stock. Legal matters in connection with this offering will be passed upon for the underwriters by Shearman & Sterling, Menlo Park, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001096127_spanish_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001096127_spanish_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..c07ad16dd7f6402977862869d80e61faf91a0cfa --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001096127_spanish_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the notes being offered by this prospectus and legal matters regarding FCC issues will be passed upon for us by Kaye, Scholer, Fierman, Hays & Handler, LLP, New York, New York. Rogers & Wells LLP, New York, New York will pass upon the validity of the notes being offered by this prospectus for the underwriters. Jason L. Shrinsky, one of our nominee- directors, is a member of Kaye, Scholer, Fierman, Hays & Handler, LLP, which firm has regularly represented us as our legal counsel and will continue to do so. Additionally, Mr. Shrinsky will receive options to purchase shares of our Class A Common Stock pursuant to our Non-Employee Director Stock Option Plan. Mr. Shrinsky will hold his options for the benefit of his law firm, Kaye, Scholer, Fierman, Hays & Handler, LLP. See "Executive Compensation -- Stock Plans -- Non-Employee Director Stock Option Plan." \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001096199_geeknet_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001096199_geeknet_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..e186e33722eddb1a6b36201d344da5d58128bbf5 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001096199_geeknet_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the common stock offered hereby will be passed upon for us by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California. Legal matters will be passed upon for the underwriters by Morrison & Foerster, LLP, Palo Alto, California. As of the date of this prospectus, WS Investment Company 98B, WS Investment Company 99A and WS Investment Company 99B, each an investment partnership composed of certain current and former members of and persons associated with Wilson Sonsini Goodrich & Rosati, Professional Corporation, in addition to certain current individual members of Wilson Sonsini Goodrich & Rosati, Professional Corporation, beneficially own an aggregate of 102,584 of VA Linux Systems, Inc. preferred stock. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001096512_infonet_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001096512_infonet_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..804968dee5e1436e3e9c5dda5de77d9780c412c3 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001096512_infonet_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the shares of Class B common stock to be sold in the offering will be passed upon for us by Latham & Watkins, Costa Mesa, California. Certain legal matters in connection with the issuance of the Class B common stock to be sold in the offering will be passed upon for the underwriters by Simpson Thacher & Bartlett, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001096958_opentv_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001096958_opentv_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..90395f5e68e3ff9fb5fd90bb070ebbb2d0154010 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001096958_opentv_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of Class A Ordinary Shares offered hereby will be passed upon for us by Harney, Westwood & Riegels, the British Virgin Islands. Certain United States legal matters will be passed upon for us by Cravath, Swaine & Moore, New York, New York. Certain United States legal matters will be passed upon for the underwriters by Simpson Thacher & Bartlett, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001098246_godigital_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001098246_godigital_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..ef59e62528ab9978eddcabb6df352a6520ac8531 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001098246_godigital_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the common stock offered hereby will be passed upon for us by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California. Legal matters will be passed upon for the underwriters by Brobeck, Phleger & Harrison LLP, San Francisco, California. As of the date of this prospectus, WS Investment Company 96A, WS Investment Company 96B, WS Investment Company 97B and WS Investment Company 98B, each an investment partnership composed of certain current and former members of and persons associated with Wilson Sonsini Goodrich & Rosati, Professional Corporation, in addition to certain current individual members of Wilson Sonsini Goodrich & Rosati, Professional Corporation, beneficially own an aggregate of 79,550 shares of GoDigital Networks Corporation preferred stock. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001099207_webstation_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001099207_webstation_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..8716c2385c3b2a21dfa48f01ba2f90a3ca5a9c14 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001099207_webstation_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the common stock offered hereby will be passed upon for Webstation.com by Gallagher & Kennedy, P.A., a professional association, Phoenix, Arizona. Selected legal matters in connection with this offering will be passed upon for the Underwriters by ____________________. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CIK0001100971_transactio_legal_matters.txt b/parsed_sections/legal_matters/1999/CIK0001100971_transactio_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..5afd6e4fd2f90c43c9c19fcf5673a913e98c591a --- /dev/null +++ b/parsed_sections/legal_matters/1999/CIK0001100971_transactio_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of common stock offered by us hereby will be passed upon for us by Esanu Katsky Korins & Siger, LLP, New York, New York. Certain legal matters will be passed upon for the underwriters by Hale and Dorr LLP, Boston, Massachusetts. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/CSV_carriage_legal_matters.txt b/parsed_sections/legal_matters/1999/CSV_carriage_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..4b7135e15f532e6540f057af301634006f8a0f34 --- /dev/null +++ b/parsed_sections/legal_matters/1999/CSV_carriage_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the shares of Class A common stock offered hereby will be passed upon for Carriage by Vinson & Elkins L.L.P., Houston, Texas. Certain legal matters relating to the Class A common stock offered hereby will be passed upon for the underwriters by Andrews & Kurth L.L.P. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/FFIV_f5-inc_legal_matters.txt b/parsed_sections/legal_matters/1999/FFIV_f5-inc_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..dbc39e7b1f27b4b28c20ba48a808f838a54d890a --- /dev/null +++ b/parsed_sections/legal_matters/1999/FFIV_f5-inc_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the common stock offered hereby will be passed upon for F5 by Heller Ehrman White & McAuliffe, Seattle, Washington. Certain legal matters will be passed upon for the underwriters by Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, Menlo Park, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/FIISO_financial_legal_matters.txt b/parsed_sections/legal_matters/1999/FIISO_financial_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..7f9de1478f83670707ae3f9a9f4d1e04646ecf09 --- /dev/null +++ b/parsed_sections/legal_matters/1999/FIISO_financial_legal_matters.txt @@ -0,0 +1 @@ +Legal Matters The validity of the shares of common stock offered hereby will be passed upon by Nixon, Hargrave, Devans & Doyle LLP, Rochester, New York. Certain legal matters with respect to the common stock offered hereby will be passed upon for the underwriters by Gibson, Dunn & Crutcher LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/GIL_gildan_legal_matters.txt b/parsed_sections/legal_matters/1999/GIL_gildan_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..22de5bfaecae537330fc9748c0d3d0be2b0f86ee --- /dev/null +++ b/parsed_sections/legal_matters/1999/GIL_gildan_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Class A Subordinate Voting Shares offered hereby and certain other matters of Canadian law relating to the offering are being passed upon for us by Ogilvy Renault, Montreal, Quebec, a general partnership, and Hart, Saint-Pierre, Montreal, Quebec, a general partnership. Certain legal matters relating to the offering are being passed upon for us by Simpson Thacher & Bartlett, New York, New York, with respect to U.S. law, and certain legal matters relating to the offering are being passed upon for the underwriters by Weil, Gotshal & Manges LLP, New York, New York, with respect to U.S. law and Stikeman, Elliott, Montreal, Quebec, with respect to Canadian law. Simpson Thacher & Bartlett and Weil, Gotshal & Manges LLP will rely upon Ogilvy Renault with respect to matters of Canadian law. Mr. Norman M. Steinberg, a director of Gildan, is a partner of Ogilvy Renault. Mr. Gino Martel, Secretary of Gildan, is a partner of Hart, Saint-Pierre. Ogilvy Renault has acted as counsel to Gildan since 1997. Hart, Saint-Pierre has acted as counsel to Gildan since its inception in 1984. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/INO_inovio_legal_matters.txt b/parsed_sections/legal_matters/1999/INO_inovio_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..90f8369b833f51bea67acb70c2fd0272aa7ca23a --- /dev/null +++ b/parsed_sections/legal_matters/1999/INO_inovio_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The legality of the common shares offered hereby will be passed upon for us by Cooley Godward LLP, San Diego, California. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/MKSI_mks-inc_legal_matters.txt b/parsed_sections/legal_matters/1999/MKSI_mks-inc_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..ca8a3ce17ec4541b4a0a25027e70c5c69391aee5 --- /dev/null +++ b/parsed_sections/legal_matters/1999/MKSI_mks-inc_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the common stock offered hereby will be passed upon for MKS by Hale and Dorr LLP, Boston, Massachusetts. Certain legal matters in connection with this offering will be passed upon for the underwriters by Ropes & Gray, Boston, Massachusetts. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/MTEX_mannatech_legal_matters.txt b/parsed_sections/legal_matters/1999/MTEX_mannatech_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..4c085438e4a3090109fa98530eab1eb0913b1e33 --- /dev/null +++ b/parsed_sections/legal_matters/1999/MTEX_mannatech_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the issuance of the shares of our common stock offered hereby will be passed upon for Mannatech by Akin, Gump, Strauss, Hauer & Feld, L.L.P., Dallas, Texas. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/NTCT_netscout_legal_matters.txt b/parsed_sections/legal_matters/1999/NTCT_netscout_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..46dd1f737483db756684f4421cf91cac424fb2f9 --- /dev/null +++ b/parsed_sections/legal_matters/1999/NTCT_netscout_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of common stock offered hereby will be passed upon for NetScout by Testa, Hurwitz & Thibeault, LLP, Boston, Massachusetts. Additional legal matters will be passed upon for the underwriters by Hale and Dorr LLP, Boston, Massachusetts. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/NVDA_nvidia_legal_matters.txt b/parsed_sections/legal_matters/1999/NVDA_nvidia_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..e1f3125d9514494d2234745b32a38e6d21b7234a --- /dev/null +++ b/parsed_sections/legal_matters/1999/NVDA_nvidia_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Cooley Godward LLP ("Cooley Godward"), San Francisco, California. Certain legal matters related to the offering will be passed upon for the Underwriters by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California. As of the date of this Prospectus, certain partners and associates of Cooley Godward own through investment partnerships an aggregate of 124,591 shares of Common Stock of the Company. James C. Gaither, a partner of Cooley Godward and a director of the Company, owns 44,289 shares of Common Stock of the Company and has an option to purchase 50,000 shares of the Company's Common Stock. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/PWR_quanta_legal_matters.txt b/parsed_sections/legal_matters/1999/PWR_quanta_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..34c015401d7c8847362673d0d0600a3e8e65bd02 --- /dev/null +++ b/parsed_sections/legal_matters/1999/PWR_quanta_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of common stock offered hereby will be passed upon for Quanta by Akin, Gump, Strauss, Hauer & Feld, L.L.P., San Antonio, Texas. Certain legal matters related to the offering will be passed upon for the underwriters by Piper & Marbury L.L.P., Baltimore, Maryland. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/SALM_salem_legal_matters.txt b/parsed_sections/legal_matters/1999/SALM_salem_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..2a0e1f50a828e48264145caf6a5be004fa6245ec --- /dev/null +++ b/parsed_sections/legal_matters/1999/SALM_salem_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of our Class A common stock offered hereby will be passed upon for us by Gibson, Dunn & Crutcher LLP, Orange County, California. Debevoise & Plimpton, New York, New York has acted as counsel to the underwriters in connection with certain legal matters related to this offering. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/SBAC_sba_legal_matters.txt b/parsed_sections/legal_matters/1999/SBAC_sba_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..fbf876d54bc7238b7c8ed95d49fbdb5364889585 --- /dev/null +++ b/parsed_sections/legal_matters/1999/SBAC_sba_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS Certain legal matters relating to the offering will be passed upon for us by Latham & Watkins, New York, New York, and Gunster, Yoakley, Valdes-Fauli & Stewart, P.A., West Palm Beach, Florida. Certain legal matters relating to the Class A common stock will be passed upon for the underwriters by Simpson Thacher & Bartlett, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/STRD_strategy_legal_matters.txt b/parsed_sections/legal_matters/1999/STRD_strategy_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..5fea6478f04814c296006a99852459afcca054e3 --- /dev/null +++ b/parsed_sections/legal_matters/1999/STRD_strategy_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Class A Common Stock offered hereby and certain other legal matters will be passed upon for us by Latham & Watkins, Washington, D.C. Certain legal matters in connection with the offering will be reviewed for the underwriters by Ropes & Gray, Boston, Massachusetts. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/TGLO_theglobe_legal_matters.txt b/parsed_sections/legal_matters/1999/TGLO_theglobe_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..4e456fcd2f515cfc82c37170221c800c8cff88f9 --- /dev/null +++ b/parsed_sections/legal_matters/1999/TGLO_theglobe_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of our common stock offered by this prospectus will be passed upon for us by Fried, Frank, Harris, Shriver & Jacobson (a partnership including professional corporations), New York, New York. Various partners and employees of Fried, Frank, Harris, Shriver & Jacobson have, collectively, approximately 4,000 shares of our common stock. Various legal matters in connection with the offering will be passed upon for the underwriters by Morrison & Foerster LLP, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/TREX_trex-co_legal_matters.txt b/parsed_sections/legal_matters/1999/TREX_trex-co_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..ef7f2fb3e2f4cd7e248e7a37285397b72f2d92f9 --- /dev/null +++ b/parsed_sections/legal_matters/1999/TREX_trex-co_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the Shares will be passed upon for the Company by Hogan & Hartson L.L.P., Washington, D.C. Certain matters in connection with the Offering will be passed upon for the Underwriters by McDermott, Will & Emery, New York, New York. \ No newline at end of file diff --git a/parsed_sections/legal_matters/1999/UPS_united_legal_matters.txt b/parsed_sections/legal_matters/1999/UPS_united_legal_matters.txt new file mode 100644 index 0000000000000000000000000000000000000000..6ed37d7c1fdb37299eb77fa45f3939f27a45763d --- /dev/null +++ b/parsed_sections/legal_matters/1999/UPS_united_legal_matters.txt @@ -0,0 +1 @@ +LEGAL MATTERS The validity of the shares of our class B common stock offered by this prospectus will be passed upon for us by Gibson, Dunn & Crutcher LLP. Certain legal matters relating to this offering will be passed upon for us by our special counsel, Morris, Manning & Martin LLP. Certain legal matters relating to this offering will be passed upon for the underwriters by Davis Polk & Wardwell. \ No newline at end of file