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SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported): March 12, 1998
TERRACE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-27132 65-0594270
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1351 N.W. 22nd Street, Pompano Beach FL 33069
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(Address of principal executive offices)
Registrant's telephone number, including area code: 954-917-7272
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4100 North Hills Drive, Hollywood, FL 33021
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
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On March 12, 1998, Terrace Holdings, Inc. (the "Registrant") consummated an
Agreement to Sell and Purchase ("Agreement") with Samuel H. Lasko, ("Lasko")
the President and a director of the Registrant. The Agreement was pursuant to
that certain Option Agreement made as of the 17th day of February, 1997, (the
"Option") between the Registrant and Lasko, wherein Lasko was granted an option
to purchase all, or substantially all, of the hospitality business of the
Registrant. The hospitality businesses sold include two of the Registrant's
wholly-owned subsidiaries, (1) The Lasko Family Kosher Tours, Inc., which
operates the Registrant's Passover vacation business, and (2) A & E Management
Corp. which manages the food and beverage operations of a non-kosher restaurant
and catering operation at the Club of Emerald Hills in Hollywood Florida.
Pursuant to the Option, the consideration given by Lasko to the Registrant
for the acquisition of the above assets was the fair market value of the
hospitality businesses as determined by an independent financial appraisal firm
engaged for such purpose. Such consideration in the aggregate is $575,000. In
lieu of cash, Lasko (i) surrendered his current Employment Agreement expiring
August 31, 2000, with the Registrant, which Employment Agreement has been valued
at $417,807 (as of January 1, 1998), and (ii) surrendered to the Registrant
114,322 warrants to purchase common stock of the Registrant ( at an exercise of
$1.1875 per share), which warrants have been valued at $157,193.
Item 5. Other Events
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In conjunction with the Agreement, in addition to the sale of assets of the
two hospitality subsidiaries, the Registrant consummated a Management Agreement
with Lasko, whereby Lasko will manage the Terrace Oceanside restaurant which is
operated by the Registrant's wholly-owned subsidiary, The Lasko Companies, Inc.
In consideration of this Management Agreement, the Registrant has paid to Lasko
a $100 management fee.
Item 7. Financial Statements and Exhibits
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(b) Pro forma financial statements with respect to this transaction are
incorporated by reference to the Registrant's Registration Statement filed in
connection with a secondary offering on January 29, 1998, SEC File No. 333-
45195.
(c) Exhibits.
2.1 Agreement to Sell and Purchase between Terrace Holdings, Inc. and
Samuel H. Lasko, dated March 2, 1998, and effective January 1,
1998.
2.2 Management Agreement between Terrace Holdings, Inc. and Samuel H.
Lasko, dated March 2, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TERRACE HOLDINGS, INC.
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(Registrant)
Date: March 19, 1997
By: /s/ Samuel H. Lasko
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Samuel H. Lasko
President
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AGREEMENT TO SELL AND PURCHASE
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THIS AGREEMENT TO SELL AND PURCHASE ("AGREEMENT") made as of the 2nd day of
March, 1998, but effective as of January 1, 1998, by and among Terrace Holdings,
Inc., a Delaware corporation (the "SELLER"), and Samuel H. Lasko or his designee
(individually and collectively, the "BUYER").
RECITALS
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WHEREAS, the Seller is the owner of all of the issued and outstanding
capital stock (the "STOCK") of The Lasko Family Kosher Tours, Inc. ("TLFKT") and
A&E Management, Inc. ("A&E") (individually and collectively, the "COMPANY"); and
WHEREAS, the Seller is also the owner of all of the issued and outstanding
capital stock of The Lasko Companies, Inc. ("TLC") which operates the Terrace
Oceanside Restaurant in Hallandale, Florida ("Restaurant"); and
WHEREAS, pursuant to that certain Option Agreement made as of the 17th day
of February, 1997, between the Seller and the Buyer ("OPTION AGREEMENT"), the
Buyer was granted an option (the "OPTION"), to purchase all, or substantially
all, of the Subject Business (hereinafter defined) of the Company; and
WHEREAS, the Buyer has exercised the Option and desires to purchase the
Subject Business; and
WHEREAS, pursuant to the Option Agreement, the Seller and the Buyer agreed
that if the Buyer exercised the Option to purchase the Subject Business they
each would execute an Agreement substantially in the form hereof, and that the
sale and purchase of the Subject Business would be in accordance with the
provisions of this Agreement; and
WHEREAS, the parties hereto believe that the sale by the Seller to the
Buyer of the Subject Business will be in the best interests of the stockholders
of the Seller, and the Seller is willing to sell to the Buyer the Subject
Business on the terms and conditions set forth in this Agreement; and
WHEREAS, the Buyer is willing to purchase the Subject Business, on the
terms and conditions set forth in this Agreement; and
WHEREAS, the Buyer has notified the Seller of Buyer's intent to exclude TLC
from Buyer's exercise of his option, notwithstanding that Seller desires to sell
and dispose of the Restaurant business as well as the Subject Business; and
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WHEREAS, pending Seller's sale or other disposition of the Restaurant to a
third party, Seller desires to engage Buyer and Buyer is willing to be engaged
as the manager of the Restaurant on the terms and conditions set forth in this
Agreement.
NOW, THEREFORE, for and in consideration of the premises, the mutual
covenants and agreements set forth, and other good and valuable considerations,
the receipt and adequacy of which are hereby acknowledged, the parties,
intending to be legally bound, do hereby agree as follows:
1. Sale and Purchase. Upon the terms and subject to the conditions of
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this Agreement, on the Closing Date, as hereinafter defined, the Seller shall
sell, transfer, assign, convey and deliver to the Buyer, and the Buyer shall
purchase from the Seller, free and clear of all Encumbrances, all of the
Seller's right, title and interest in and to the Stock of the Company in
consideration of the Purchase Price.
(a) As used herein, the term "PURCHASE PRICE" shall mean and refer to
the price to be paid by Buyer for the Stock, which is the fair market value
of the Subject Business determined by The Durkin Company ("Durkin"), an
independent financial appraisal firm engaged for such purpose at Seller's
sole expense ("fairness opinion"). The Purchase Price has been accepted by
the Buyer and has the prior approval and recommendation thereof by a
committee of disinterested directors of the Seller appointed therefor and
Seller's full Board of Directors. Such Purchase Price in the aggregate is
$575,000. A copy of the fairness opinion dated February 5, 1998, is
attached hereto as Exhibit A.
(b) The Purchase Price shall be paid by Buyer by (i) surrendering his
current Employment Agreement expiring August 31, 2000 with Seller, which
Employment Agreement has been valued by Durkin at $417,807 (as of January
1, 1998), and (ii) the surrender to Seller by Buyer of 114,322 warrants to
purchase common stock of Seller ( at an exercise of $1.1875 per share),
which warrants have been valued by Durkin at $157,193.
2. Representations and Warranties. The Seller represents and warrants
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that it owns all of the Stock free and clear of all encumbrances of any kind or
nature, and will, upon Closing hereof, deliver to the Buyer good and marketable
title to the Stock, free and clear of all encumbrances. The Seller incorporates
herein by this reference its representations and warranties contained in Article
6 and the indemnities contained in Article 5 of that certain Asset Acquisition
Agreement dated as of December 9, 1996, as amended as of February 7, 1997, by
and among Seller and DownEast Frozen Desserts, LLC (the "ACQUISITION AGREEMENT")
as though fully recited herein and as though made with respect to the Subject
Business and if any of such provisions are ambiguous, such provisions shall be
interpreted
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as if they pertain to the Subject Business. In addition, the Seller further
incorporates by reference, as though fully recited herein, such other provisions
of the Acquisition Agreement designed to protect the Buyer from and after the
Closing thereof from obligations not agreed to be assumed by Buyer thereunder or
hereunder.
3. Subject Business Revenues, Expenses and Income. At or prior to the
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Closing hereunder, Seller shall cause the books, records and financial
statements of the Company, if any, for the calendar year 1998 to reflect only
the direct revenues, expenses, income, charges and similar matters directly
related to the operation of the Subject Business, and shall not reflect any
Seller corporate overhead in such fiscal year items, other than the following:
(a) compensation paid to or accrued for the Buyer; and
(b) a percentage of the legal and accounting fees equal to the
percentage that the revenues of the Subject Business bear to the total of
such revenues of the Seller in the aggregate shall be allocable to the
Subject Business.
The Company shall assume only those liabilities existing as of the Closing
which are directly related to the Subject Business, and such other liabilities
as are accepted by the Buyer. Direct expenses of TLFKT specifically incurred or
accrued in calendar year 1997 with respect to Passover, 1998, shall be allocable
to the Subject Business
The assumption by the Company or Buyer of certain liabilities of the
Subject Business shall in no way expand the rights or remedies of any third
party against the Company or Buyer as compared to the rights and remedies which
such third party would have had against the Seller had the Company not assumed
such liabilities. Without limiting the generality of the preceding sentence, the
assumption by the Company of such certain liabilities pursuant to the provisions
hereof shall not create any third party beneficiary rights.
4. Closing. The consummation of the sale and purchase of the Stock
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provided for in Section 1 (the "CLOSING") will be made, against delivery of
conveyance and transfer by appropriate instruments of transfer, including but
not limited to assignments, approvals, or such other appropriate instruments as
are requested by the Buyer which convey all of the Seller's right, title and
interest in and to the Stock of the Company to the Buyer, at two o'clock p.m. on
March 11, 1998 (such date and time being herein referred to as the "CLOSING
DATE"), at the offices of Fishman, Merrick, Miller, Genelly, Springer, Klimek &
Anderson, P.C., 125 South Wacker Drive, Suite 2800, Chicago, Illinois 60606, or
such other time and place as shall be mutually agreed between the parties,
subject, however, to the provisions of Section 26 hereof. The effective date of
the transactions contemplated herein shall be as of January 1, 1998.
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The obligation of the Buyer to consummate the transactions contemplated
under this Agreement shall, at the option of the Buyer, be subject to the
satisfaction, on or prior to the Closing Date, of the following conditions set
forth in this Section 4. The Buyer may waive any or all of such conditions in
whole or in part without prior notice; provided, however, that no such waiver
shall constitute a waiver by the Buyer of any of its other rights or remedies,
at law or in equity if the Seller shall be in violation of any of its
representations, warranties, covenants, agreements or obligations under this
Agreement.
(a) There shall have been no breach by the Seller in the performance
of any of its covenants and agreements herein; each of the representations
and warranties of Seller contained or referred to herein shall be true and
correct in all respects on the Closing Date as though made on the Closing
Date, except for changes resulting from any transaction expressly consented
to in writing by the Buyer; and there shall have been delivered to Buyer a
certificate or certificates to such effect, dated the Closing Date, signed
by or on behalf of the Seller by its Chief Executive Officer or Executive
Vice President.
(b) The Seller shall have taken all corporate action necessary to
approve the transaction contemplated by this Agreement, and shall have
furnished the Buyer with certified copies of resolutions adopted by its
Board of Directors and stockholders in connection with such transaction, in
each case in form and substance reasonably satisfactory to counsel for the
Buyer.
(c) There shall not be in effect or, to the best knowledge of the
Seller, threatened any Order (preliminary, permanent or temporary) by a
Governmental Body of competent jurisdiction and no Legal Requirement shall
have been promulgated or enacted which, in any case, restrains or prohibits
the transaction contemplated hereby.
(d) The Seller shall have delivered to the Buyer such evidence as the
Buyer may request of the receipt of all actions and approvals to consummate
the transactions contemplated hereby.
(e) There shall not be pending or threatened any action or proceeding
by or before any court or other governmental body which shall seek to
restrain, prohibit or invalidate the sale of the Subject Business to the
Buyer, or which might affect the right of the Buyer to own, operate in
their entirety or control the Subject Business.
Any sales or other transfer taxes payable by reason of the transfer and
conveyance of the Stock to be sold, assigned, transferred and delivered
hereunder shall be paid by the Seller.
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5. Seller Non-Solicitation. For a period of three years from the Closing
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Date, neither the Seller nor any of its affiliates will directly or indirectly
induce or attempt to induce any employee of the Subject Business or of the Buyer
following the Closing to leave the employ of the Buyer or in any way interfere
with the relationship between any such employee and the Buyer. The Seller agrees
that the foregoing covenant is reasonable and that any remedy at law for any
breach by it of this would be inadequate, and that, in addition to other rights
or remedies existing in the Buyer's favor, the Buyer shall be entitled to
injunctive relief for any such breach, without bond. If a court of competent
jurisdiction declines to enforce this provision on the grounds that the
restrictions are too onerous or otherwise not necessary for the protection of
the Buyer, the parties hereto agree that the maximum period and scope
permissible under such circumstances will be substituted for the period and
scope stated herein.
6. Management of Restaurant. From and after the date hereof, Buyer or
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his designee shall manage and operate the Restaurant for and on behalf of Seller
in accordance with a management agreement substantially in the form of Exhibit B
attached hereto. Said management agreement shall provide a management fee, if
any, to be paid to Buyer as therein set forth and shall terminate on the earlier
of the end of the calendar month one year after the Closing hereunder occurs or
the date of sale or other disposition by Seller of TLC or the Restaurant.
7. Indemnification.
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(a) Indemnification by the Seller. The Seller hereby indemnifies and
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holds harmless Buyer, his Affiliates, each of their respective directors,
officers, employees and agents, and each of the heirs, executors,
successors and assigns of each of the foregoing (collectively, the "BUYER
INDEMNIFIED PARTIES") from and against any and all Losses and Expenses
incurred by any Buyer Indemnified Party in connection with, resulting from
or arising out of:
(i) any breach by the Seller, or any other failure of the
Seller to perform, any of its covenants, agreements or obligations in
this Agreement or in any executed agreement or instrument contemplated
hereby; or
(ii) any breach of any warranty or the inaccuracy of any
representation of the Seller contained or referred to in this
Agreement or in any certificate delivered by or on behalf of the
Seller pursuant hereto.
(b) Indemnification by Buyer. The Buyer hereby indemnifies and holds
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harmless the Seller, its Affiliates, its respective directors, officers,
employees and agents, and each of the heirs, executors, successors and
assigns of each of the
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foregoing (the "Seller Indemnified Parties") from and against any and all
Losses and Expenses incurred by any Seller Indemnified Party in connection
with, resulting from or arising out of any material breach by the Buyer of
this Agreement.
(c) Notice and Other Provisions. Promptly after receipt by an
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indemnified party hereunder of notice of the commencement of any action,
claim or other fact or occurrence for which indemnification is due pursuant
to this Agreement, such indemnified party shall, if a claim in respect
thereof is to be made against the indemnifying party hereunder, notify the
indemnifying party in writing of such claim or the commencement thereof
within a reasonable time hereafter; but the omission so to notify the
indemnifying party shall not relieve the indemnifying party from any
liability which it may have to any indemnified party hereunder except to
the extent the failure to so notify the indemnifying party resulted in
Losses. 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 in, and,
to the extent that it shall wish, to assume the defense thereof, with
counsel satisfactory to such indemnified party; provided, however, if the
defendants in any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably
concluded that there may be legal defenses available to it which are
different from or additional to those available to the indemnifying party,
the indemnified party shall have the right to select separate counsel to
assume such legal defenses and to otherwise participate in the defense of
such action on behalf of such indemnified party or parties. Upon receipt of
notice from the indemnifying party to such indemnified party of its
election so to assume the defense of such action and approval by the
indemnified party of counsel, the indemnifying party will not be liable to
such indemnified party under this section 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 such
counsel in connection with the assumption of legal defenses in accordance
with the proviso to the preceding sentence (it being understood, however,
that the indemnifying party shall not be liable for the expenses of more
than one separate counsel, approved by the indemnified party), (ii) the
indemnifying party shall not have employed counsel 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. Notwithstanding any provision to the
contrary, neither the Seller nor the Buyer shall be liable for amounts paid
in settlement of any litigation or claim if such settlement was effected
without its or his consent.
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8. Public Announcements. Until such time as may be mutually agreed upon
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by the parties to this Agreement, neither party hereto shall, without the
approval of the other party, make or cause to be made any press release or other
public announcement concerning the transactions contemplated by this Agreement
except and as to the extent required by law or regulation, including without
limitation applicable federal and state securities laws and regulations.
9. Expenses. Except as otherwise expressly set forth herein, the Seller
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shall pay or reimburse expenses of the parties incident to the performance and
enforcement of this Agreement (including all fees and expenses of respective
counsel, accountants and other consultants, advisors and representatives),
whether or not the transactions contemplated hereby are consummated.
10. Entire Agreement. This Agreement constitutes the entire agreement
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between the parties with respect to the subject matter hereof and supersedes all
prior agreements, arrangements, covenants, promises, conditions, understandings,
inducements, representations and negotiations, expressed or implied, written or
oral, between them as to such subject matter.
11. Specific Performance; Other Rights and Remedies. The parties
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recognize that certain of their rights under this Agreement are unique and,
accordingly, in addition to such other remedies as may be available to any of
them at law or in equity, the parties shall have the right to enforce their
rights hereunder by actions for injunctive relief and specific performance to
the extent permitted by law, without bond.
12. Waivers; Amendments. Any amendments to or modifications of this
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Agreement shall be made only with the written consent of the party entitled to
the benefit thereof. Any such waiver shall not operate as a further or
continuing waiver hereunder, nor shall any failure to enforce or require strict
performance operate as a waiver hereunder except as is expressly set forth
herein and no such waiver shall be effective unless in writing.
13. Assignments; Successors and Assigns. This Agreement shall not be
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assignable by any party without the prior written consent of the other;
provided, however, that notwithstanding the foregoing, the Buyer shall have the
right to designate an Affiliate or Affiliates to receive, acquire and assume the
Stock or the Subject Business.
This Agreement shall be binding and inure to the benefit of the parties
hereto and their respective heirs, successors and permitted assigns, including
without limitation successors by operation of law pursuant to any merger,
consolidation or sale of assets involving any of the parties.
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14. Notices. All notices and other communications permitted or required
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under this Agreement shall be given in writing and shall be (a) mailed by First
Class or Express Mail, postage prepaid, (b) sent by facsimile or other form of
rapid transmission, confirmed thereafter as in (a) above, or (c) personally
delivered to the receiving party. All such notices and communications shall be
mailed, sent or delivered as follows:
If to the Seller, at:
Terrace Holdings, Inc.
1351 N.W. 22nd Street
Pompano Beach, Florida 33069
Facsimile: (954) 917-7552
If to the Buyer, at:
Samuel H. Lasko
c/o 4201 North Hills Drive
Hollywood, Florida 33021
Facsimile: (954) 981-9121
or to such other persons as the party to receive such communication or notice
may have designated by written notice to the other party. Notice shall be
effective when given, except in the case of notice by mail, which shall become
effective two business days after mailing provided there is written proof of
such mailing.
15. Severability. The invalidity, illegality or unenforceability of any
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of the provisions of this Agreement shall not invalidate the balance hereof, but
this Agreement shall be reformed and construed as if such invalid, illegal or
unenforceable provision(s) were not contained herein. The parties shall endeavor
in good faith negotiations to replace the invalid, illegal or unenforceable
provision(s) with valid, legal and enforceable provisions, the economic effect
of which comes as close as possible to that of the invalid, illegal or
unenforceable provision(s).
16. Counterparts. This Agreement may be executed in several counterparts,
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each of which shall be deemed an original, but all of which shall constitute one
and the same instrument binding upon the parties hereto.
17. Further Acts. The parties hereto each agree that any time, and from
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time to time, before and after the consummation of the transactions contemplated
by this Agreement, it/he will do all such things and execute and deliver all
agreements, assignments, instruments, other documents and assurances, as any
other party or its/his counsel reasonably deems
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necessary or desirable in order to carry out the terms and conditions of this
Agreement and the transactions contemplated hereby or to facilitate the
enjoyment of any of the rights created hereby or to be created hereunder.
18. Governing Law. The validity, interpretation, construction and
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performance of this Agreement shall be governed by and construed under the laws
of the State of Florida without giving effect to any choice or conflicts of laws
provisions.
19. Consent to Jurisdiction and Service. Each of the parties hereby
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consents and submits to the jurisdiction of the courts of the State of Florida
and of any federal court located in said jurisdiction in connection with any
actions or proceedings brought against it by any other party to this Agreement
arising out of or relating to this Agreement and hereby agrees that any and all
claims in respect of any such act or proceeding may be heard and determined in
any such court.
20. Inspection and Information. The Buyer may on or prior to the Closing
--------------------------
hereunder, through its representatives and counsel, make such investigation of
the business, properties and assets, and of the financial and legal condition of
the Company and the Subject Business, as the Buyer may deem necessary or
advisable, and the Seller agrees, at its expense, to cooperate therewith and
make all persons and documents relevant to such inquiry reasonably available.
21. Section Headings. The headings contained in this Agreement are for
----------------
reference purposes only and shall not in any way affect the meaning of
interpretation of this Agreement.
22. Certain Terminology. Whenever used herein, the singular number shall
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include the plural, the plural shall include the singular, and the use of any
gender shall include all genders, except where the context otherwise requires,
reference to "this section" or words of similar import shall be deemed to refer
to the entire section and not a particular subsection and references to
"hereunder," "herein," "hereof" or words of similar import shall be deemed to
refer to the entire Agreement and not the particular section or subsection.
23. Termination. Anything contained in this Agreement to the contrary
------------
notwithstanding, this Agreement may be terminated at any time prior to the
Closing Date (a) by the mutual consent of the Buyer and the Seller, (b) by the
Buyer, on the one hand, or the Seller, on the other hand, if the Seller, on the
one hand, or the Buyer on the other hand, shall have materially breached any of
their respective agreements, obligations or covenants contained in this
Agreement or if any of their respective representations or warranties contained
in this Agreement shall have been inaccurate when made. In the event that this
Agreement shall be terminated pursuant to this Section 23, all further
obligations of the
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parties under this Agreement (other than Sections 6, 7 and 10) shall be
terminated without further liability of any party to the other, provided that
nothing herein shall relieve any party from liability for its breach of this
Agreement.
24. Definitions. As used herein, unless context otherwise requires, the
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following terms shall have the following respective meanings:
(a) "AFFILIATE" of any person shall mean any person which directly or
indirectly owns or controls or is under common ownership or control with or
is controlled by such person.
(b) "EXPENSES" means any and all expenses (i) reasonably incurred in
connection with investigating, preparing and defending, bringing or
prosecuting any claim, action, suit or proceeding (including, without
limitation, court filing fees, court costs, arbitration fees or costs,
witness fees, and reasonable fees and disbursement of legal counsel,
investigators, expert witnesses, accountants and other professionals) and
(ii) incurred by a Governmental Body and legally required to be paid by any
indemnified person.
(c) "GOVERNMENTAL BODY" means any court, government (federal, state,
local or foreign), department, commission, board, agency, official or other
regulatory, administrative or governmental authority.
(d) "LEGAL REQUIREMENT" means any law, statute, rule, regulation,
ordinance, variance, directive, code or requirement of any Governmental
Body.
(e) "LIABILITIES" means all indebtedness, liabilities, obligations
and commitments of the Company directly related to the Subject Business and
shown on the balance sheet of the Company and which are outstanding at the
time of Closing.
(f) "LOSSES" means any and all losses, costs, obligations,
liabilities, settlement payments, awards, judgments, fines, penalties,
damages, expenses, deficiencies or other charges, but shall not include
Expenses.
(g) "ORDER" means any order, writ, injunction, ruling, judgment,
stipulation or decree by or with any Governmental Body.
(h) "SUBJECT BUSINESS" shall mean and refer to all of the business,
assets, (subject to Section 3 hereof), Contracts and other items used or
useful in the operations of the Company and the Division of the Seller, all
as listed on Exhibit A attached hereto, or to be attached under Section 4
prior to the Closing.
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25. Joint Representation. The parties hereto expressly acknowledge and
--------------------
agree that they each have requested the law firm of Fishman, Merrick, Miller,
Genelly, Springer, Klimek & Anderson, P.C. to represent them jointly with
respect to this Agreement and related matters and they acknowledge and expressly
waive any right or opportunity to assert a claim against said Fishman, Merrick,
Miller, Genelly, Springer, Klimek & Anderson, P.C. by reason of conflict of
interest. The parties further acknowledge, understand and agree that in the
event of any dispute between them under this Agreement or relating to the
matters contemplated herein that said Fishman, Merrick, Miller, Genelly,
Springer, Klimek & Anderson, P.C. will withdraw as counsel to either party
therein, but may continue to act as counsel to both parties in other matters
without any limitation whatsoever subject only to the applicable Code of
Professional Responsibility requirements as said firm shall determine.
26. Stockholders' Vote Requirement. The transactions contemplated by this
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Agreement shall be submitted for ratification by a majority of the stockholders
of Seller voting thereon at a meeting of Seller's stockholders duly called.
Seller shall submit this transaction for such ratification at its 1998 Annual
Meeting of Stockholders or as soon thereafter as is practicable. The
transactions contemplated and consummated hereunder shall be deemed ratified
upon the Seller receiving such affirmative vote of a majority of shareholders
voting at such meeting.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
TERRACE HOLDINGS, INC.
By: /s/ Steven Shulman
-----------------------------------
Steven Shulman, Chairman
and Chief Executive Officer
/s/ Samuel H. Lasko
----------------------------------------
Samuel H. Lasko
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EXHIBIT A
FAIRNESS OPINION
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EXHIBIT B
MANAGEMENT AGREEMENT
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EXHIBIT 2.2
MANAGEMENT AGREEMENT
--------------------
This Management Agreement is made as of March 2, 1998, between Terrace
Holdings, Inc. ("Terrace"), and Samuel H. Lasko or his designee ("Manager").
WHEREAS, Terrace wholly owns The Lasko Companies, Inc. ("TLC") which
operates a restaurant business at The Hemispheres, Hallandale, Florida
("Restaurant"); and
WHEREAS, Terrace desires to retain Manager to operate and manage the
business and activities of the Restaurant under and in accordance with the terms
and conditions hereinafter set forth; and
WHEREAS, Manager desires to accept such retention under and in accordance
with the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises, the mutual covenants and
agreements herein contained and other valuable consideration, the receipt and
adequacy whereof are hereby acknowledged, Manager and Terrace, intending to be
legally bound, do hereby covenant and agree as follows:
SECTION 1. RESPONSIBILITIES, DUTIES AND SERVICES.
-------------------------------------
1.1 Terrace hereby engages Manager to render services and perform duties
in connection with the operation of the Restaurant, as hereinafter set forth,
and Manager hereby accepts such engagement. Manager shall be responsible for
the day to day management and operation of the Restaurant's business and
affairs, with full power and authority to act on behalf of and bind the
Restaurant.
1.2 Manager's managerial and supervisory authority shall be subject to the
ultimate responsibility of Terrace and TLC as owner of the Restaurant. Without
limiting the generality of the foregoing:
(a) Manager shall be obligated for the full and faithful performance
of all duties relative to the proper and appropriate operation and
management of the Restaurant, including without limitation full and
complete compliance with all applicable governmental requirements.
Anything herein to the contrary notwithstanding, all operations,
management, internal procedures, controls and practices as administered and
supervised by Manager shall be in full compliance with and subject to all
such procedures and policies of Terrace. Nothing in this Agreement shall
be construed to constitute Terrace and Manager as agents of each other,
copartners or joint venturers, it being contemplated that Manager shall
only operate and manage the Restaurant in accordance herewith.
<PAGE>
(b) Nothing in this Agreement shall preclude or prohibit Manager or
its personnel or Affiliates from continuing to operate and be engaged in
any business in the same manner as Manager and such personnel and
Affiliates currently may be engaged, during the term or any extension of
this Agreement, notwithstanding that such activities may directly compete
with the Restaurant or its business and activities.
SECTION 2. MANAGEMENT FEES.
---------------
2.1 Subject to the provisions of this Management Agreement, Terrace shall
pay to Manager a management fee equal to $100, payable upon execution hereof.
SECTION 3. REPRESENTATIONS.
---------------
Each of the parties represents and warrants to the other party that:
(a) This Agreement has been duly and validly executed and delivered by
it and constitutes its legal, valid and binding obligation, enforceable
against it in accordance with its terms, except as (i) the enforceability
thereof may be affected by bankruptcy, insolvency, reorganization,
marshalling, moratorium and other similar laws of general application
affecting the rights and remedies of creditors and secured parties and the
obligations of debtors, and (ii) the availability of equitable remedies may
be limited by equitable principles of general applicability.
(b) Neither the execution and delivery of this Agreement nor any other
agreement or document to be executed and delivered pursuant hereto, nor
compliance with the terms, conditions and provisions hereof, by it:
(i) will conflict with, or result in a breach or violation of,
or constitute a default under, any of the terms, conditions or
provisions of any law; or
(ii) will conflict with, or result in breach or violation of or
constitute a default in the performance, observance or fulfillment of
any obligation, covenant or condition contained in, or constitute, or
but for any requirement of giving of notice or passage of time or both
would constitute, an event of default by it under, any obligation,
covenant or condition contained in the charter or by-laws or
partnership agreement or certificate of such party or any contractual
obligation or constitute, or but for any requirement of giving of
notice or passage of time or both
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would constitute, an event of default by it under, any contractual
obligation.
(c) Terrace and TLC, each is a corporation duly organized and validly
existing under the laws of its jurisdiction of organization with all
requisite power and authority, corporate and other, to execute and deliver
and perform its obligations under this Agreement.
SECTION 4. TERM OF THE AGREEMENT.
---------------------
The term of this Agreement shall commence on the date hereof and shall
terminate upon the earliest to occur of any of the following:
(a) Upon the consent in writing of the parties; or
(b) At 12:00 midnight, Eastern time, one year from the date hereof; or
(c) By either party, in its sole discretion, upon the occurrence of
any of the following events:
(i) upon the occurrence of any Act of Bankruptcy with respect to
the other party; or
(ii) upon the occurrence by either party of a material breach of
its obligations under this Agreement which is not cured within ten
days of written notice from the other party of such breach; or
(d) At such time that Terrace consummates a sale or other disposition
of the Restaurant or TLC.
If this Agreement is terminated, there shall continue any liability which
would otherwise exist under this Agreement for any breach of this Agreement
which is based on a refusal or failure to perform obligations to be performed on
or prior to the date of termination and for any breach of or any erroneous or
untrue representation and warranty.
SECTION 5. INDEMNIFICATION.
---------------
(a) Terrace agrees to indemnify and hold harmless Manager against any and
all Claims to the extent that such Claims are based upon, arise out of or relate
to (i) any inaccurate, untruthful or erroneous representation or any breach of
any warranty or any failure to perform or comply with any of the covenants,
conditions or agreements of Terrace or TLC set forth in this Agreement or in any
agreements, instruments, other documents or certificates delivered pursuant
hereto or thereto or (ii) any act or omission to act by Terrace
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<PAGE>
or TLC which results in Manager incurring any liability or (iii) any other
claim, obligation or liability arising out of the business or operation of the
Restaurant, direct, indirect, contingent or consequential, unless directly
caused by Manager's gross negligence or wilful or wanton misconduct.
(b) Manager agrees to indemnify and hold harmless Terrace against any and
all Claims to the extent such Claims are based upon, arise out of or relate to
(i) any material misrepresentation or any material breach of any warranty or any
direct wilful or wanton failure to perform or comply with any of the covenants,
conditions or agreements of Manager set forth in this Agreement or in any
agreements, instruments, other documents or certificates delivered pursuant
hereto, or (ii) any direct grossly negligent act or omission to act or direct
wilful or wanton misconduct by Manager which results in Terrace incurring any
liability.
(c) (i) If a claim or demand is made against either Manager or Terrace by
a third party which gives or may give rise to indemnification under these
provisions, the party claiming indemnification (the "Indemnified Party") shall
promptly notify the other party (the "Indemnifying Party") in writing of such
claim or demand. Failure of the Indemnified Party to so provide written notice
shall not relieve the Indemnifying Party from liability under these provisions
except and solely to the extent damages result from such failure. Following
such notice, the Indemnifying Party shall assume the defense of such claim or
demand through attorneys of its choosing, provided that such attorneys shall be
reasonably satisfactory to the Indemnified Party and shall not be the regular
attorneys for the Indemnifying Party unless the Indemnified Party consents. The
Indemnifying Party shall pay all costs and expenses to contest or defend any
such claim or demand. The Indemnified Party shall have the right to employ
separate counsel and to participate in the defense of any claim or demand, but
shall pay the costs and expenses of such separate counsel unless any of the
following are present, in which event the Indemnifying Party shall pay all costs
and expenses of such separate counsel:
(1) the Indemnifying Party has agreed to pay such fees and expenses;
or
(2) the Indemnifying Party has failed to assume the defense of such
claim or demand, or has failed to employ counsel satisfactory to the
Indemnified Party; or
(3) representation of both Terrace, TLC and Manager by the same
counsel would be inappropriate due to actual or potential material
differing interests between them, in which event the Indemnifying Party
shall not have the right to assume the defense of such claim or demand on
behalf of the Indemnified Party if it elects to employ separate counsel.
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<PAGE>
(ii) Any such claim or demand by a third party may be settled,
compromised or paid by the Indemnifying Party without the consent of the
Indemnified Party unless:
(1) the Indemnified Party would be liable for or subject to any
portion thereof; or
(2) the terms of such settlement, compromise or payment could
reasonably be expected to have a material adverse effect on the future
business or financial condition of the Indemnified Party,
in which event, the Indemnified Party's prior written consent is required for
any such settlement, compromise or payment.
(d) In the event that any action or proceeding is commenced by any party
hereto for the purpose of enforcing any provision of this Agreement, the parties
to such action or proceeding or arbitration may receive as part of any award,
judgment, decision or other resolution of such action or proceeding their costs
and reasonable attorneys' fees as determined by the person or body making such
award, judgment, decision or resolution. Should any claim hereunder be settled
short of the commencement of any such action or proceeding, the parties in such
settlement shall be entitled to include as part of the damages alleged to have
been incurred reasonable costs of attorneys or other professionals in
investigation or counseling on such claim.
SECTION 6. DEFINITIONS.
-----------
As used herein, unless the context otherwise requires, the following terms
have the following respective meanings. Terms defined in the singular shall
have a comparable meaning when used in the plural and vice versa, and the
----------
reference to any gender shall be deemed to include all genders.
"ACT OF BANKRUPTCY," when used with reference to any Person, shall mean any
of the following events or occurrences:
(a) its admitting in writing its inability to pay its debts generally
as they become due; or
(b) its commencement of a voluntary case under the Bankruptcy Code as
from time to time in effect, or its authorizing, by appropriate proceedings
of its board of directors or other governing body, the commencement of such
a voluntary case; or
5
<PAGE>
(c) the filing against it or any substantial part of its property of a
petition commencing an involuntary case under the Bankruptcy Code which is
not dismissed within thirty (30) days; or
(d) its seeking relief as a debtor under any applicable law, other
than the Bankruptcy Code, of any jurisdiction relating to the liquidation
or reorganization of debtors or to the modification or alteration of the
rights of creditors, or its consenting to or acquiescing in such relief or
its admitting or acquiescing in or failing promptly and in an appropriate
manner to deny the material allegations of any petition seeking such
relief; or
(e) the entry of an order by a court (or other ruling body) of
competent jurisdiction (i) finding it to be bankrupt or insolvent, (ii)
ordering or approving its liquidation, reorganization or any modification
or alteration of the rights of its creditors, or (iii) assuming custody of,
or appointing a receiver, trustee, sequestrator, conservator, liquidator,
fiscal agent or other custodian for, all or a substantial part of it
property; or
(f) its making an assignment for the benefit of, or entering into a
composition with, its creditors; or
(g) its seeking or consenting to or acquiescing in the appointment of
a receiver, trustee, sequestrator, conservator, liquidator, fiscal agent or
other custodian of itself or of any substantial part of its property; or
(h) its winding-up, liquidation or dissolution, or its authorization,
by appropriate action of its board of directors or other governing body, of
any of the foregoing.
"AFFILIATE" of any Person shall mean any Person which, directly or
indirectly, owns or controls, is under common ownership or control with, or is
owned or controlled by, such Person.
"BANKRUPTCY CODE" shall mean 11 U.S.C. (S) 101 et seq., as from time to
-- ----
time hereafter amended, and any successor or similar statute and any similar
law, statute, regulation or rule of any jurisdiction other than the United
States of America.
"CLAIMS" shall mean any and all liabilities, obligations, losses, damages,
deficiencies, claims, assessments, penalties, actions, proceedings, suits and
judgments of whatever kind and nature and all fees, costs and expenses
(including, without limitation, attorneys' fees and expenses and legal costs)
relating thereto.
6
<PAGE>
"ENTITY" shall mean any corporation, unincorporated association,
partnership, business trust, trust, joint stock company, joint venture or other
organization, entity or business, or any Governmental Authority.
"LEGAL ACTION" shall mean any litigation or legal or other actions, suits,
proceedings, investigations or arbitration, at law or in equity or admiralty
(including without limitation any voluntary or involuntary proceedings under the
Bankruptcy Code or any comparable law or statute of any other Governmental
Authority).
"MANAGER" is defined in the preambles to this Agreement.
"PERSON" shall mean any individual or any Entity.
SECTION 7. NATURE AND SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
-----------------------------------------------------
The parties shall not be liable or bound in any manner by expressed or
implied representations, warranties, covenants, agreements or indemnifications
pertaining to the subject matter of this Agreement, or any other matter
whatsoever, made or furnished by any officer, director, partner, employee,
stockholder, attorney, principal, controlling person, agent or other person
representing or purporting to represent one of the parties unless such
representations, warranties, covenants, agreements or indemnifications are
expressly and specifically set forth herein or in any schedule, exhibit or other
document expressly made a part hereof or in any certificate or other document
delivered pursuant to the provisions of this Agreement.
The representations, warranties, covenants, agreements and indemnifications
set forth or otherwise provided for in this Agreement shall survive the
termination of this Agreement and shall not be deemed waived or otherwise
affected by any investigation made by or on behalf of any party hereto.
All representations, warranties, covenants, agreements and indemnifications
made in this Agreement or in any agreement, instrument, other document or
certificates delivered in connection with the transactions contemplated hereby
shall be deemed material and relied on by each party notwithstanding any
investigation made by it or on its behalf.
SECTION 8. CONFIDENTIALITY.
---------------
Each party, except as reasonably necessary to complete the transactions
contemplated hereby and except as otherwise required by any Governmental
Requirement, including without limitation applicable securities laws, shall use
its best efforts to maintain the confidentiality of the terms and conditions of
this Agreement and the transactions contemplated hereby. The provisions of this
Section shall survive any termination of this Agreement or the consummation of
the transactions contemplated hereby.
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<PAGE>
SECTION 9. ENTIRE AGREEMENT.
----------------
This Agreement constitutes the entire agreement between the parties with
respect to the subject matter hereof and supersedes all prior agreements,
arrangements, covenants, promises, conditions, understandings, inducements,
representations and negotiations, expressed or impled, written or oral, between
them as to such subject matter.
SECTION 10. WAIVERS; AMENDMENTS.
-------------------
Anything in this Agreement to the contrary notwithstanding, amendments to
and modifications of this Agreement may be made, required consents and approvals
may be granted, compliance with any term, covenant, agreement, condition or
other provision set forth herein may be omitted or waived, and
misrepresentations and breaches of warranties may be waived, either generally or
in a particular instance and either retroactively or prospectively with, but
only with, the written consent of the party entitled to the benefit thereof.
Any waiver of any terms, covenants, agreements, conditions or other provisions,
any breach of any warranty or any misrepresentation, set forth in this
Agreement, in any one instance, shall not operate as or be deemed to be or
construed as a further or continuing waiver of any other breach of such terms,
covenants, agreements, conditions, representations or warranties or any other
term, covenant, agreement, condition, agreement, provision, representation or
warranty, nor shall any failure at any time or times to enforce or require
strict performance of any provision hereof operate as a waiver of or affect in
any manner such party's right at a later time to enforce or require performance
of such provision or of any other provision hereof. No such waiver shall be
effective unless in writing. No delay on the part of any party at any time or
times in the exercise of any right or remedy shall operate as a waiver thereof.
The failure of a party hereto at any time or times to insist upon strict
compliance with any term, covenant, agreement, condition or other provision or
to exercise any right or remedy with respect to such failure or to require
performance of any thereof shall in no manner affect its right at a later time
to enforce the same or constitute a waiver of any such term, covenant,
agreement, condition or other provision or any breach or default in connection
therewith. Any waiver or consent may be given subject to satisfaction of the
conditions stated therein.
SECTION 11. ASSIGNMENT, SUCCESSORS AND ASSIGNS.
----------------------------------
This Agreement shall not be assignable by either party without the prior
written consent of the other; provided, however, that notwithstanding the
foregoing, this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns, including,
without limitation, successors by operation of law pursuant to any merger,
consolidation or sale of assets involving any of the parties.
Nothing in this Agreement expressed or implied is intended to and shall not
be construed to confer upon or create in any person (other than the parties
hereto and their successors and
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<PAGE>
permitted assigns) any rights or remedies under or by reason of this Agreement,
including without limitation any rights to enforce this Agreement.
SECTION 12. NOTICES AND REPRESENTATION.
--------------------------
All notices and other communications which by any provision of this
Agreement are required or permitted to be given shall be given in writing and
shall be (a) mailed by first-class or express mail, postage prepaid, (b) sent by
telex, telegram, fax or other form of rapid transmission, confirmed by mailing
(by first class or express mail, postage prepaid) written confirmation at
substantially the same time as such rapid transmission, or (c) personally
delivered to the receiving party (which if other than an individual shall be an
officer or other responsible party of the receiving party). All such notices
and communications shall be mailed, sent or delivered as follows:
If to Manager, at:
4201 North Hills Drive
Hollywood, Florida 33021
954-981-9121 fax
If to Terrace, at:
Terrace Holdings, Inc.
1351 N.W. 22nd Street
Pompano Beach, Florida 33069
954-917-7552 fax
or to such other person(s), telex or facsimile number(s) or address(es) as the
party to receive any such communication or notice may have designated by written
notice to the other party.
A notice delivered in person shall be effective when given; a notice sent
by mail shall not become effective until received by the person to whom it is
given, unless it is mailed by registered mail, in which case it shall be deemed
effective on the earlier of the date of receipt or the third business day after
it has been mailed; a notice sent by telex, telegram, telecopy or other form of
rapid transmission shall be deemed to be given when receipt of such transmission
is acknowledged.
The parties hereto expressly acknowledge and agree that they each have
requested the law firm of Fishman, Merrick, Miller, Genelly, Springer, Klimek &
Anderson, P.C. to represent them jointly with respect to this Agreement and
related matters and they acknowledge and expressly waive any right or
opportunity to assert a claim against said Fishman, Merrick, Miller, Genelly,
Springer, Klimek & Anderson, P.C. by reason of conflict of interest. The
parties further acknowledge, understand and agree that in the event of any
dispute between them under
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this Agreement or relating to the matters contemplated herein that said Fishman,
Merrick, Miller, Genelly, Springer, Klimek & Anderson, P.C. will withdraw as
counsel to Manager or his affiliates therein, but may continue to act as counsel
to Terrace without any limitation whatsoever subject only to the applicable Code
of Professional Responsibility requirements as said firm shall determine.
SECTION 13. SEVERABILITY.
------------
If any provision of this Agreement shall be held or deemed to be, or shall
in fact be, invalid, inoperative, illegal or unenforceable as applied to any
particular case in any jurisdiction or jurisdictions, or in all jurisdictions or
in all cases, because of the conflicting of any provision with any constitution
or statute or rule of public policy or for any other reason, such circumstance
shall not have the effect of rendering the provision or provisions in question
invalid, inoperative, illegal or unenforceable in any other jurisdiction or in
any other case or circumstance or of rendering any other provision or provisions
herein contained invalid, inoperative, illegal or unenforceable to the extent
that such other provisions are not themselves actually in conflict with such
constitution, statute or rule of public policy, but this Agreement shall be
reformed and construed in any such jurisdiction or case as if such invalid,
inoperative, illegal or unenforceable provision had never been contained herein
and enforceable to the maximum extent permitted in such jurisdiction or in such
case. The parties all endeavor in good faith negotiations to replace the
invalid, inoperative, illegal or unenforceable provisions with valid, operative,
legal and enforceable provisions the economic effect of which comes as close as
possible to that of the invalid, inoperative, illegal or unenforceable
provisions.
SECTION 14. COUNTERPARTS.
------------
This Agreement may be executed in several counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument, binding upon all the parties hereto, notwithstanding that all
the parties are not signatories to the original or the same counterpart. In
pleading or proving any provision of this Agreement, it shall not be necessary
to produce more than one of such counterparts.
SECTION 15. SECTION HEADINGS.
----------------
The headings contained in this Agreement are for reference purposes only
and shall not in any way affect the meaning or interpretation of this Agreement.
SECTION 16. CERTAIN TERMINOLOGY.
-------------------
Whenever used herein, the singular number shall include the plural, the
plural shall include the singular, and the use of any gender shall include all
genders. Except where the context otherwise requires, references to "this
Section" or words of similar import shall be deemed to refer to the entire
section and not a particular subsection and references to
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<PAGE>
"hereunder", "herein", "hereof" or words of similar import shall be deemed to
refer to the entire Agreement and not the particular Section or Section or
subsection.
SECTION 17. FURTHER ACTS.
------------
Each party agrees that at any time, and from time to time, before and after
the consummation of the transactions contemplated by this Agreement, it will do
all such things and execute and deliver all such agreements, assignments,
instruments, other documents and assurances, as any other party or its counsel
reasonably deems necessary or desirable in order to carry out the terms and
conditions of this Agreement and the transactions contemplated hereby or to
facilitate the enjoyment of any of the rights created hereby or to be created
hereunder. Each of the parties hereby irrevocably constitutes and appoints the
other as its true and lawful attorney, in the name, place and stead of such
party, to execute, acknowledge and deliver all such agreements, assignments,
instruments, other documents and assurances as are necessary to carry out the
terms and conditions of this Agreement and the transactions contemplated hereby
or to facilitate the enjoyment of any of the rights created by this Agreement or
to be so created.
SECTION 18. CONFLICT AMONG ATTACHMENTS.
--------------------------
In the event of any conflict between the provisions of this Agreement and
any exhibit hereto, or any agreement, instrument, other document or undertaking
executed pursuant hereto, unless otherwise specifically provided therein, the
provisions of this Agreement shall control.
SECTION 19. GOVERNING LAW.
-------------
The validity, interpretation, construction and performance of this
Agreement shall be governed by the applicable laws of the United States of
America and the domestic substantive laws of the State of Florida without giving
effect to any choice or conflict of laws provision or rule that would cause the
application of domestic substantive laws of any other jurisdiction.
SECTION 20. ARBITRATION.
-----------
The parties agree that any dispute between them that cannot be resolved and
any action or proceeding brought by either party against the other shall be
determined by arbitration by three arbitrators knowledgeable in the commodity
futures business in Chicago, Illinois, in accordance with the commercial
arbitration rules then in effect of the American Arbitration Association. Each
party shall select one arbitrator and the third arbitrator shall be mutually
agreed upon by both parties. If the parties are unable to agree upon the third
arbitrator, the third arbitrator shall be selected by the arbitrators previously
selected by the parties. The costs of the arbitrators shall be borne equally by
the parties. The decision of the arbitrators shall be final and binding and may
be entered in any court of competent jurisdiction.
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<PAGE>
Notwithstanding the foregoing provisions, if there has been filed any
petition or application or proceeding commenced by or against any party hereto
under any Bankruptcy Code, the other party may elect to enforce all or any of
its rights or remedies in any court of competent jurisdiction, and shall not be
required to have any such dispute determined in arbitration pursuant to the
foregoing provisions.
SECTION 21. NO PRESUMPTION.
--------------
This Agreement shall be construed without regard to any presumption or
other rule requiring construction against the party causing this Agreement to be
drafted.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement all
pursuant to due authority as of the date first above written.
TERRACE HOLDINGS, INC.
(SEAL)
By: /s/ Steven Shulman
-----------------------------------
Steven Shulman,Chairman
and Chief Executive Officer
/s/ Samuel H. Lasko
----------------------------------------------
Samuel H. Lasko
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