UNIT PURCHASE AGREEMENT
AGREEMENT, dated as of October 25, 1996, by and among
AMERICAN ELECTROMEDICS CORP., a Delaware corporation (the
"Company"), and each of the persons severally listed on the
Schedule of Purchasers attached hereto. The persons listed on
the Schedule of Purchasers are sometimes hereinafter collectively
referred to as the "Purchasers" and individually as a
"Purchaser."
WHEREAS, the Company desires to issue and sell, and the
Purchasers desire to purchase, up to 12 units (the "Units"), each
Unit consisting of $60,000 principal amount of the Company's 14%
Convertible Subordinated Debentures, due October 31, 1999 (the
"Debentures"), and 20,000 shares of the Company's Common Stock,
$.10 par value (the "Common Stock"), subject to the terms and
conditions herein;
NOW, THEREFORE, in consideration of the premises and
the mutual covenants and conditions herein contained, the Company
and each Purchaser, severally and not jointly, hereby agree as
follows:
SECTION 1.
Sale and Purchase of the Units
-------------------------------
At each Closing (as defined in Section 2.1 hereof), and
subject to the terms and conditions hereof and in reliance upon
the representations and warranties contained herein, the Company
is issuing and selling to the Purchasers and each Purchaser is
purchasing from the Company the number of Units set forth
opposite such Purchaser's name in the column labelled "Units" in
the Schedule of Purchasers attached hereto. The Debentures shall
be in, or substantially in, the form of Exhibit A annexed hereto.
SECTION 2
Closing, Payment and Delivery
----------------------------
2.01 Closing Date and Place of Closing. The purchase
---------------------------------
and sale of the Units hereunder shall be consummated pursuant to
one or more closings (each a "Closing") to be held at the offices
of Reid & Priest LLP, 40 West 57th Street, New York, New York.
The initial Closing of the Debentures shall be held on October
24, 1996 or on such other date as the parties may agree but not
later than December 2, 1996 (the "Initial Closing"); provided
that at least 10 Units are purchased at the Initial Closing.
Subsequent Closings, if any, shall be held no later than December
2, 1996. Each Closing of the purchase and sale of the Units
shall take place on or about the dates, shall be in the amounts,
and shall be made to the persons, specified in the Schedule of
Purchasers attached hereto.
2.02 Payment and Delivery. At each Closing each
--------------------
Purchaser scheduled to consummate the purchase and sale on such
date shall pay to the Company by wire transfer of immediately
available funds or such other form of payment as shall be
mutually agreed upon by the Company and that Purchaser, the
purchase price equal to the amount set forth opposite his name in
the column labelled "Purchase Price" on the Schedule of
Purchasers, and the Company shall deliver to each Purchaser a
Debenture in such principal amount and shares of Common Stock in
the amounts set forth under in the appropriate columns in such
table.
SECTION 3
Representations and Warranties of the Company
---------------------------------------------
The Company hereby represents and warrants to each
Purchaser as follows:
3.01 Organization, Qualification, Certificate and By-
-------------------------------------------------
laws. The Company is a corporation duly organized, validly
-----
existing and in good standing under the laws of the State of
Delaware. The Company is duly qualified or licensed to do
business as a foreign corporation in good standing in every
jurisdiction where the character of its properties, owned or
leased, or the nature of its activities make such qualification
necessary.
3.02 Corporate Power. The Company has all requisite
---------------
corporate power to enter into this Agreement, to sell the Units
(and the underlying Debentures and shares of Common Stock) and to
carry out and perform its obligations under the terms of this
Agreement, and also to own properties owned by it and to conduct
business as being conducted by it.
3.03 Authorization. All corporate action on the part of
-------------
the Company necessary for the authorization, execution, delivery
and performance by the Company of this Agreement and for the
authorization, issuance and delivery of the Units (and the
underlying Debentures and shares of Common Stock) issuable upon
payment therefor has been taken. This Agreement and the
Debentures constitute valid and binding agreements of the Company
enforceable in accordance with their respective terms, except as
such enforceability may be limited by bankruptcy, insolvency or
other similar laws affecting the enforcement of creditors' rights
generally and general principles of equity.
3.04 Common Stock. The shares of Common Stock included
------------
in the Units as well as the shares of Common Stock issuable upon
conversion of the Debentures upon issuance pursuant to this
Agreement or the Debentures will be validly issued, fully paid
and non-assessable shares of Common Stock. The Company has
received stockholder approval to effect a reverse split of its
Common Stock within a range between and including a one-for-one
and one-half and a one-for-five basis, and management is
contemplating implementing the stock split.
3.05 Financial Information. The Company's Annual Report
-----------------------
on Form 10-KSB for the fiscal year ended July 27, 1996 (the
"Company's Reports") present fairly the financial position and
results of operations of the Company at the dates and for the
periods to which they relate. The audited financial statements
contained in the Company's Reports have been prepared in
accordance with generally accepted accounting principles
consistently followed throughout the periods involved (except as
may be otherwise indicated in the notes thereto).
3.06 Absence of Certain Changes. At all times since
--------------------------
July 27, 1996, there has not been any event or condition of any
character which has adversely affected, or may be expected to
adversely affect, the Company's business or prospects, including
but not limited to:
(a) any material adverse change in the condition,
assets, liabilities (existing or contingent) or business of the
Company from that shown in the Company's Reports and in other
public reports by the Company;
(b) any damage, destruction or loss of any of the
properties or assets of the Company (whether or not covered by
insurance) materially adversely affecting the business or plans
of the Company;
(c) any declaration, setting aside or payment or other
distribution in respect of any of the Company's capital stock, or
any direct or indirect redemption, purchase or other acquisition
of any of such stock by the Company;
(d) any actual or threatened cancellation or adverse
modification of any material agreement to which the Company is a
party; or
(e) any labor trouble, or any other event or condition
of any character, materially adversely affecting the business or
plans of the Company.
3.07 Taxes. The Company has filed or will file within
-----
the time prescribed by law (including extensions of time approved
by the appropriate taxing authority) all tax returns and reports
required to be filed with the United States Internal Revenue
Service and with the States of Delaware and New Hampshire and
(except to the extent that the failure to file would not have a
material adverse effect on the condition or operations of the
Company) with all other jurisdictions where such filing is
required by law. The Company has paid, or made adequate
provision for the payment of, all taxes, interest, penalties,
assessments or deficiencies shown to be due or claimed to be due
on or in respect of such tax returns and reports. The Company's
federal income tax returns have not, to the best of the Company's
knowledge and belief, been audited by the Internal Revenue
Service.
3.08 Litigation. Except as otherwise disclosed in the
-----------
Company's Reports, there is neither pending nor, to the Company's
knowledge, threatened, any action, suit, proceeding or claim to
which the Company is or may be named as a party or its property
is or may be subject and in which an unfavorable outcome, ruling
or finding in any such matter or for all such matters taken as a
whole might have a material adverse effect on the condition,
financial or otherwise, and operations or prospects of the
Company. The Company has no knowledge of any unasserted claim
which, if asserted and granted might have a material adverse
effect on the condition, financial or otherwise, operations or
prospects of the Company.
3.09 Consents. No consent, approval, qualification,
--------
order or authorization of, or filing with, any governmental
authority is required in connection with the Company's execution,
delivery or performance of this Agreement, or the offer, sale or
issuance of the Debentures by the Company other than "Blue Sky"
filings which have been made based upon the addresses of the
Purchasers as set forth on the Schedule of Purchasers.
3.10 Compliance. The execution, delivery and
-----------
performance of this Agreement by the Company does not conflict
with or cause a breach under any of the terms or conditions of
(i) its Certificate of Incorporation or By-Laws or (ii) any
mortgage, indenture, contract, agreement, instrument, judgment,
decree, order, statute, rule or regulation to which the Company
is subject and a breach or violation of which might have a
material adverse effect on the condition, financial or otherwise,
operations or prospects of the Company. To the best knowledge of
the Company, the operations of the Company have complied and are
in compliance in all material respects with all applicable
federal, state and local laws, and where appropriate, foreign
laws, except to the extent any failure to so comply would not
have a material adverse effect on the condition, financial or
otherwise, operations or prospects of the Company. The Company
possesses all permits, licenses and approvals of governmental
authorities which are required in the operation of its business,
except for those the failure of which to hold would not have a
material adverse effect on the Company's business and prospects.
To the best knowledge of the Company, the Company is in
compliance in all material respects with the terms and conditions
of such permits, licenses and approvals and all material
agreements to which it is a party.
3.11 Company Reports. The Company Reports, taken as a
----------------
whole as of the date hereof, do not contain any untrue statement
of material fact or omit to state a material fact required to be
stated therein, or necessary to make the statements therein, in
light of the circumstances in which they were made, not
misleading.
3.12 Intellectual Property. The Company owns or has
----------------------
valid, adequate and subsisting rights to use and exploit all
patents, patent licenses, trade secrets, copyrights, trademarks
and service marks necessary for the conduct of the business of
the Company as described in the Company's Reports (collectively,
the "Intellectual Property") free and clear of any pledge, lien,
charge, claim or option. Such Intellectual Property is valid and
in full force and effect. None of the processes currently used
by the Company or any of the properties or products currently
sold by the Company, to the best knowledge of the Company,
infringes the patent, industrial property, trademark, trade name,
other mark, right or copyright of any other person or entity.
The Company has not received any written notice of adverse claim
with respect to any of the Intellectual Property, and, to the
Company's best knowledge, no basis exists for any such claim.
3.13 Registration Rights. No person owning shares of
--------------------
Common Stock of the Company or holding options or other
securities exercisable or convertible into Common Stock of the
Company has any right to require the Company to file a
registration statement under the Securities Act of 1933, as
amended (the "Securities Act"), to register shares of Common
Stock of the Company.
3.14 Real Property. The Company does not own any real
---------------
property.
3.15 Offering of the Units. Subject to the accuracy of
---------------------
the representations of the Purchasers, the offering and sale of
the Units (including the underlying Debentures and shares of
Common Stock) would be exempt from the registration requirements
of Section 5 of the Securities Act and, subject to making
necessary notice filings, would be exempt from the provisions of
any securities, "blue sky" or similar law of any applicable
jurisdiction.
SECTION 4
Representations and Warranties of Purchasers
---------------------------------------------
Each Purchaser represents and warrants to the Company,
severally and not jointly, and only as to himself, as follows:
4.01 Experience. He is experienced in evaluating and
----------
investing in companies such as the Company, and has such
knowledge and experience in evaluating the merits and risks of
his investment, and has the ability to bear the economic risks of
his investment. He is an "accredited investor", as such term is
defined in Regulation D under the Securities Act.
4.02 Investment. He is acquiring the Units for
----------
investment for his own account and not with the view to, or for
resale in connection with, any distribution thereof. He
understands that the Units have not been registered under the
Securities Act by reason of specified exemption from the
registration provisions of the Securities Act which depends upon,
among other things, the bona fide nature of his investment intent
as expressed herein, and that the resale of the Units is
restricted under the Securities Act.
4.03 Rule 144. He acknowledges that the Debentures and
---------
the Common Stock included in the Units and underlying the
Debentures must be held indefinitely unless they are subsequently
registered under the Securities Act or an exemption from such
registration is available. He is aware of the Company's
obligation to register the Common Stock as set forth in Section 5
of this Agreement. He has been advised or is aware of the
provisions of Rule 144 promulgated under the Securities Act,
which permits limited resale of securities purchased in a private
placement subject to the satisfaction of certain conditions.
4.04 Authority. He has full power and authority under
---------
all applicable laws to enter into this Agreement and to
consummate the transactions herein and has taken all action
necessary to authorize his execution and performance of this
Agreement. This Agreement when executed and delivered will be
duly executed and will constitute his legal, valid and binding
obligation, enforceable in accordance with its terms, except as
the enforceability thereof may be limited by bankruptcy,
insolvency or other similar laws affecting the enforcement or
creditors' rights generally and general principles of equity.
4.05 Access to Data. He is fully familiar with the
---------------
Company's business, operations and financial history as set forth
in the Company Reports and Proxy Statement, dated September 9,
1996, and has read and understands the provisions of the
Debentures. He, or his financial advisor, has had an opportunity
to discuss the Company's business, operations and financial
affairs with its management and has had the opportunity to review
the Company's facilities.
4.06 Purchaser's Questionnaire. He has completed a
-------------------------
Purchaser's Questionnaire in the form annexed hereto as Exhibit
B. As of the Closing, all information contained in the
Purchaser's Questionnaire shall remain true and correct.
SECTION 5
Registration Rights
--------------------
5.01 Registration. Promptly after the earlier of (i)
------------
March 31, 1997 or (ii) the Common Stock first being traded on the
Nasdaq Small Cap Market, the Company shall file a registration
statement (the "Registration Statement") on Form S-3 or such
other applicable form under the Securities Act with the
Securities and Exchange Commission (the "Commission") for the
sale of shares of Common Stock included in the Units and also
underlying the Debentures (the "Registered Shares") and use its
best efforts to maintain the Registration Statement current under
the Securities Act from its effective date until the earlier of
(A) two (2) years after the Initial Closing or (B) all Registered
Shares included therein have been sold. The Company may include
the Registered Shares in a registration statement being filed by
the Company with respect to other securities of the Company. The
Company shall give written notice to the Purchasers at least
twenty (20) days prior to filing the Registration Statement
asking each Purchaser how many of his shares of Common Stock he
wants to include in the Registration Statement. A Purchaser who
fails to timely advise the Company in writing of the number of
shares of Common Stock he wants to include in the Registration
Statement shall have no further rights to have his shares
included therein. The obligation of the Company under this
Section 5 shall be limited to one Registration Statement which
becomes effective under the Securities Act.
5.02 Registration Procedures. (a) The Company shall pay
------------------------
all expenses of the Registration Statement filed pursuant to this
Section 5, including, without limitation, all registration,
filing and qualification fees, printing expenses, fees and
disbursements of counsel for the Company, accounting fees
incidental to or required by such registration; provided, however
-------- --------
that the Purchaser shall pay all underwriting discounts and
commissions applicable to his Registered Shares and fees and
disbursements of his own attorney. The Company shall furnish the
Purchaser such number of copies of a prospectus, including
a preliminary prospectus, to the Registration Statement as the
Purchaser may reasonably request.
(b) In connection with any Registration Statement
filed pursuant to this Section 5, the Company shall file any
post-effective amendment or amendments to the Registration
Statement which may be required under the Securities Act during
the period reasonably required to effect the distribution
contemplated thereby.
(c) The Company shall notify the Purchaser during the
period the Registration Statement is required to remain
effective, or at any time when a prospectus relating thereto is
required to be delivered under the Securities Act, of the
happening of any event as a result of which the Registration
Statement or the prospectus contained in such Registration
Statement, as then in effect, includes an untrue statement of a
material fact or omits to state any material fact required to be
stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing. The
Purchaser agrees, upon receipt of such notice, forthwith to cease
making offers and sales of his Registered Shares pursuant to the
Registration Statement or deliveries of the prospectus contained
therein for any purpose and to return to the Company the copies
of such prospectus not theretofore delivered by him. The Company
shall prepare and furnish to the Purchaser a reasonable number of
copies of any supplement to or an amendment of such prospectus
that may be necessary for delivery to any purchaser of such
Shares. The Company shall promptly notify the Purchaser of any
stop order or similar proceeding initiated by state or Federal
regulatory bodies and use its best efforts to take all necessary
steps expeditiously to remove such stop order or similar
proceeding.
(d) The Company shall not be required to include in
any Registration Statement any Registered Shares if in the
opinion of counsel to the Company, registration of the Registered
Shares proposed to be included is not required under the
Securities Act as such Registered Shares may then be publicly
sold in accordance with Section 4(1) thereof and Rule 144
thereunder.
5.03 State Securities Laws. In connection with the
---------------------
offering of any Registered Shares pursuant to this Section 5, the
Company shall use its best efforts to qualify or register the
Registered Shares under the securities or "Blue Sky" laws of such
jurisdictions as may be reasonably requested by the Purchaser;
provided, however, that the Company shall not be obligated to
-------- -------
qualify as a foreign corporation to do business under the laws of
any such jurisdiction in which it is not then qualified or to
file any general consent to service of process.
5.04 Indemnification. In connection with any
----------------
registration or qualification of Registered Shares hereunder, to
the extent permitted by law, the Company shall indemnify the
Purchasers, and each Purchaser shall severally indemnify the
Company with respect to written information furnished by such
Purchaser for inclusion in the Registration Statement, all
according to ordinary and customary procedures then in effect for
such indemnification; provided, however, that if the offering is to
-------- -------
be underwritten, the Company and the Purchasers shall also
indemnify each underwriter and each underwriter shall indemnify
the Company and the Purchaser according to ordinary and customary
procedures then in effect for such indemnification.
5.05 Purchaser Obligations. The Purchaser agrees that
----------------------
as a condition to the Company's obligation under this Section 5,
the Purchaser shall provide such information (in writing) and
execute such documents (including any agreement or undertaking
relating to any underwriting or other method of sale or
distribution, indemnification or other matters contemplated
hereby) as may reasonably be required by the Company in
connection with any registration, qualification or listing of his
Registered Shares. Information so furnished, and each document
so executed, shall state that it can be used in or in connection
with the Registration Statement under which the Registered Shares
are registered.
SECTION 6
Miscellaneous
--------------
6.01 Governing Law. This Agreement shall be governed by
-------------
and construed with the laws of the State of Delaware, without
giving effect to conflicts of law.
6.02 Survival. The representations and warranties made
--------
in Sections 3 and 4 hereof shall survive the Closing for so long
as any of the Purchaser's Debentures remain outstanding. The
obligations of Section 5 hereof shall survive the Closing.
6.03 Successors and Assigns. This Agreement shall inure
----------------------
to the benefit of, and be binding upon, the parties hereto and
their respective successors, assigns, heirs, executors and
administrators.
6.04 Entire Agreement; Amendment. This Agreement and
---------------------------
the Debentures delivered pursuant hereto constitute the full and
entire understanding and agreement among the parties with regard
to the subjects hereof. Neither this Agreement nor any term
hereof may be amended, waived, discharged or terminated except by
a written instrument signed by the Company and the Purchasers of
a majority in amount of the Units.
6.05 Notices, etc. All notices ad other communications
--------------
required or permitted hereunder shall be in writing and shall be
mailed by first-class mail, postage prepaid, by facsimile, or by
express courier, or delivered either by hand or by messenger,
addressed (i) if to a Purchaser, as indicated on the Schedule of
Purchasers attached hereto, or at such facsimile number or other
address as such Purchaser shall have furnished to the Company in
writing, or (ii) if to the Company, at 13 Columbia Drive, Suite
18, Amherst, New Hampshire 03031, Attention: Noel A. Wren,
President, (FAX: 603-880-8977) or at such other address as the
Company shall have furnished to the Purchasers in writing.
6.06 Rights; Separability. Unless otherwise expressly
--------------------
provided herein, the rights of the Purchasers hereunder are
several rights, not rights jointly held with any of the other
Purchasers. In case any provision of the Agreement shall be
invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way
be affected or impaired thereby.
6.07 Broker. Each Purchaser hereby acknowledges that
------
the Company may pay fees to persons who are finders and/or
registered SEC and NASD broker-dealers to assist with the
execution and delivery of this Agreement and the offering and
sale of the Units, and that the Company is responsible for the
payment of such fees or commissions in amounts up to 7% of the
aggregate principal amount of Units purchased by a Purchaser for
whom any such finder or broker-dealer had acted.
6.08 Information Confidential. Each Purchaser
------------------------
acknowledges that the information received by him in connection
with the offer of the Units pursuant to this Agreement may be
confidential and is for the Purchaser's use only. He will not
use such confidential information in violation of the Exchange
Act or otherwise, or reproduce, disclose or disseminate such
information to any other person (other than its employees or
agents having a need to know the contents of such information,
and its attorneys and financial advisors), except in connection
with the exercise of rights under this Agreement, unless the
Company has made such information available to the public
generally or such Purchaser is required to disclose such
information by a governmental body.
6.09 Expenses. The Company and the Purchasers shall
--------
bear their own expenses and legal fees incurred on their behalf
with respect to this Agreement and the transactions contemplated
hereby; provided, however, that the Company shall pay $15,000 of
the expenses, including legal fees, incurred by Mr. Marcus Rowan,
exclusive of any consulting fee to him.
6.10 Titles and Gender. The titles of the Sections and
-----------------
Subsections of this Agreement are for convenience of reference
only and are not to be considered in construing this Agreement.
Whenever used herein, the singular member includes the plural,
the plural includes the singular, and the use of any gender shall
include all genders.
6.11 Counterparts. This Agreement may be executed in
------------
any number of counterparts, each of which shall be an original,
but all of which together shall constitute one instrument.
IN WITNESS WHEREOF, the parties have caused this
Agreement to be duly executed and delivered by their respective
proper and duly authorized officers as of the day and year first
above written.
AMERICAN ELECTROMEDICS CORP.
By: /s/ Noel Wren
------------------------------
Noel Wren, President
PURCHASERS:
Harvey H. Conger Trust No. 2
By:/s/ Blake C. Davenport, Trustee
------------------------------
Blake C. Davenport, Trustee
Robert M. Davenport
By: /s/ Blake C. Davenport
------------------------------
Blake C. Davenport,
Attorney-in-fact
Wall Street Consultants, Inc.
By: /s/ Donald Kirsch
------------------------------
Donald Kirsch, President
/s/ Thomas A. Slamecka
--------------------------------
Thomas A. Slamecka
/s/ Alan Feldman
---------------------------------
Alan Feldman
Alden Foundation
By: /s/ Alan Gelband
------------------------------
Alan Gelband, Vice President
Alan Gelband Co. Defined
Contribution Pension Plan
By: /s/ Alan Gelband, TTEE
------------------------------
Alan Gelband, Trustee
/s/ John McMahon
-----------------------------------
John McMahon
/s/ Jonathan F. Boucher
---------------------------------
Jonathan F. Boucher
JBR Trust No. 4
By:/s/ Marshall E. Eisenberg, Trustee
---------------------------------
Marshall E. Eisenberg, Trustee
LGD Corporation
By: Brian J. Richmand, President
-------------------------------
Brian J. Richmand, President
/s/ Mark C. Mamolen
--------------------------------
Mark C. Mamolen
/s/ Marcus R. Rowan
----------------------------------
Marcus R. Rowan
Marcus Rowan Smith Barney Inc.
Keogh P.S. Cust.
By: /s/ Marcus R. Rowan
------------------------------
Marcus R. Rowan
/s/ James B. Metzger
----------------------------------
James B. Metzger
/s/ John M. Camp III
----------------------------------
John M. Camp III
/s/ Thomas C. Hardy
-----------------------------------
Thomas C. Hardy
/s/ Stanley I. Aber
-----------------------------------
Stanley I. Aber
SCHEDULE OF PURCHASERS
-----------------------
PRINCIPAL
NAME AND ADDRESS NUMBER PURCHASE AMOUNT OF
OF PURCHASER OF UNITS PRICE DEBENTURES
------------------------------- -------- --------- ----------
Harvey H. Conger Trust No. 2 2 150,000 120,000
1700 Commerce Street, 19th Fl.
Dallas, Texas 75201
Blake Davenport, Trustee
Robert M. Davenport 2 150,000 120,000
P.O. Box 3511
Midland, Texas 79702
Wall Street Consultants, Inc. 1.33 100,000 80,000
32 East 57th Street
New York, New York 10022
Donald Kirsch, President
Thomas A. Slamecka 1 75,000 60,000
305 Mossy Pointe
Duluth, Georgia 30155
Alan Feldman 0.67 50,000 40,000
c/o Smith Barney
767 Fifth Avenue. 7th Floor
New York, New York 10153
Alden Foundation 0.325 24,375 19,500
c/o Alan Gelband
30 Lincoln Plaza
New York, N.Y. 10023
Alan Gelband Co. Defined
Contribution Pension Plan 0.3 22,500 18,000
575 Madison Avenue
New York, New York 10022
John McMahon 0.5 37,500 30,000
West Lake Road
Tuxedo Park, New York 10987
Jonathan F. Boucher 0.5 37,500 30,000
536 North Street
Harrison, New York 10528
JBR Trust No. 4 0.5 37,500 30,000
c/o Diversified Financial
Management Corp.
200 West Madison St., Suite 300
Chicago, Illinois 60606-3414
LGD Corporation 0.5 37,500 30,000
6 Trails End
Chappaqua, New York 10514
Mark Mamolen 0.5 37,500 30,000
c/o Caristreet Partners
1758 West 28th Street
Sunset Island No. 1
Miami Beach, Florida 33140
Marcus Rowan 0.34 25,500 20,400
3525 Turtle Creek, Apt. 5B
Dallas, Texas 75219
Marcus Rowan Smith Barney Inc.
Keogh P.S. Cust. 0.16 12,000 9,600
40 West 57th St
New York, New York 10019
James B. Metzger 0.5 37,500 30,000
888 Park Avenue
New York, N. Y. 10021-0235
John M. Camp III 0.34 25,500 20,400
8300 Boone Blvd., Suite 500
Vienna, Virginia 22182
Thomas Hardy 0.335 25,125 20,100
935 Park Avenue
New York, New York 10028
Stanley I. Aber 0.2 15,000 12,000
145 East 92nd Street
New York, N. Y. 10128
-------------------------------- ------- --------- -----------
TOTALS: 12.0 900,000 720,000
NAME AND ADDRESS SHARES OF CLOSING
OF PURCHASER COMMON STOCK DATE
---------------------- --------------- ---------------
Harvey H. Conger Trust No. 2 40,000 October 25, 1996
1700 Commerce Street, 19th
Fl.
Dallas, Texas 75201
Blake Davenport, Trustee
Robert M. Davenport 40,000 October 25, 1996
P.O. Box 3511
Midland, Texas 79702
Wall Street Consultants, 26,667 October 25, 1996
Inc.
32 East 57th Street
New York, New York 10022
Donald Kirsch, President
Thomas A. Slamecka 20,000 October 25, 1996
305 Mossy Pointe
Duluth, Georgia 30155
Alan Feldman 13,333 October 25, 1996
c/o Smith Barney
767 Fifth Avenue. 7th Floor
New York, New York 10153
Alden Foundation 6,500 October 25, 1996
c/o Alan Gelband
30 Lincoln Plaza
New York, N.Y. 10023
Alan Gelband Co. Defined
Contribution Pension Plan 6,000 October 25, 1996
575 Madison Avenue
New York, New York 10022
John McMahon 10,000 October 25, 1996
West Lake Road
Tuxedo Park, New York 10987
Jonathan F. Boucher 10,000 October 25, 1996
536 North Street
Harrison, New York 10528
JBR Trust No. 4 10,000 October 25, 1996
c/o Diversified Financial
Management Corp.
200 West Madison St., Suite
300
Chicago, Illinois 60606-3414
LGD Corporation 10,000 October 25, 1996
6 Trails End
Chappaqua, New York 10514
Mark Mamolen 10,000 October 25, 1996
c/o Caristreet Partners
1758 West 28th Street
Sunset Island No. 1
Miami Beach, Florida 33140
Marcus Rowan 6,800 October 25, 1996
3525 Turtle Creek, Apt. 5B
Dallas, Texas 75219
Marcus Rowan Smith Barney
Inc. Keogh P.S. Cust. 3,200 October 25, 1996
40 West 57th St
New York, New York 10019
James B. Metzger 10,000 October 25, 1996
888 Park Avenue
New York, N. Y. 10021-0235
John M. Camp III 6,800 October 25, 1996
8300 Boone Blvd., Suite 500
Vienna, Virginia 22182
Thomas Hardy 6,700 October 25, 1996
935 Park Avenue
New York, New York 10028
Stanley I. Aber 4,000 October 25, 1996
145 East 92nd Street
New York, N. Y. 10128
---------------------- ---------------
TOTALS: 240,000