Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Tollycraft Yacht Corporation
(Name of Issuer)
Common
(Title of Class of Securities)
889553-10-3
(CUSIP Number)
Peter Hobbs
106650 Scripps Ranch Blvd., Suite 220
San Diego, CA 92131
(619) 271-1911
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 8, 1996
(Date of Event Which Requires
Filing of This Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) or
(4), check the following box. _
Check the following box if a fee is being paid with this
statement._ (A fee is not required only if the filing person: (1)
has a previous statement on file reporting beneficial ownership of
more than five percent of the class of securities described in Item
1; and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.) (See
Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
CUSIP No. 889553-10-3
<PAGE>
1 Name of reporting person Kramfors Limited
S.S. or I.R.S. Identification Nos. of above person None
2 Check the appropriate box if a member of a group* (a)_____
(b)_____
3 SEC use only
4 Source of funds* OO
5 Check box if disclosure of legal proceedings is
required pursuant to Items 2(d) or 2(e) _____
6 Citizenship or place of organization Hong Kong
Number of
Shares 7 Sole voting power 36,210,792
Beneficially
Owned 8 Shared voting power
By each
Reporting 9 Sole dispositive power 18,105,396
Person
with 10 Shared dispositive power
11 Aggregate amount beneficially owned by each
reporting person 36,210,792
12 Check box if the aggregate amount in row (11)
excludes certain shares* ______
13 Percent of class represented by amount in row (11) 72%
14 Type of reporting person* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
INTRODUCTION
The information contained in this amendment is as of the date
hereof, unless otherwise expressly provided herein and relates to filing
of certain exhibits.
Item 7. Materials to be filed as Exhibits.
A. Voting Trust Agreement (2)
B. Assignment of Voting Trust Agreement (1)
C. One Year Performance Agreement
D. Two Year Option Agreement
E. Assignment of Option Agreement
(1) Filed previously in the Issuer's 10-QSB for the period ended 9-30-96
and incorporated herein by reference thereto.
(2) Filed previously in the Issuer's 8-K filed 10-28-96 and incorporated
herein by reference thereto.
Signature
After reasonable inquiry and to the best of each of the
undersigned's knowledge and belief, each of the undersigned
certifies that the information set forth in this statement is true,
complete and correct.
Date: 12/3/96
KRAMFORS LIMITED
By:__/s/_________________________
Peter Hobbs, Director
<PAGE>
EXHIBIT C
ONE YEAR PERFORMANCE AGREEMENT
WITH RESPECT TO
TOLLYCRAFT YACHT CORPORATION
THIS AGREEMENT is made as of the date set forth hereinbelow,
by Peter Hobbs ("Hobbs") and certain shareholders ("Shareholders")
of TOLLYCRAFT YACHT CORPORATION, a Minnesota corporation (the
"Company"), located at 2200 Clinton Avenue, Kelso, WA 48626.
Said Shareholders have signed this agreement because they have
determined that it is to their advantage and interest to have Hobbs
and/or his nominee(s) ("Hobbs") perform financial and management
services for them and the Company and in consideration of the
mutual covenants herein contained, the parties hereto agree as
follows:
1. Services and Compensation.
a. Hobbs shall have twelve (12) months to retire the Company
debt to Vera Corporation and Commercial Factors in the amount of
$3,754,792.00. in consideration for which Hobbs shall receive,
after payment of One Hundred Dollars ($100), all rights and title
to an aggregate of Eighteen Million, One Hundred Five Thousand
Three Hundred Ninety Six (18,105,396) of the Company's Common
Shares (the "Shares") presently held by the attached shareholder
list and held in Voting Trust.
b. As any portion of such debt is retired, Hobbs shall receive
right and title to the same proportion of stock after the same
proportion of the One Hundred Dollars ($100) is paid by Hobbs to
the Shareholders.
c. This Agreement does not include the shares from the estate
of Edward Tulleners. Approval is being sought to have those
4,389,187 shares part of this Agreement from the probate judge in
the probate court.
2. Method of Receipt.
a. To the extent that the right to receive shares has accrued
hereunder, Hobbs may from time to time, by written notice to the
Shareholders stating the percentage and amount of debt retired, (in
increments of One Hundred Thousand Dollars ($100,000) or more), and
payment thereof to each shareholder their prorata proportion of the
percentage of One Hundred Dollars ($100), request the appropriate
number of shares earned.
b. All the certificates for shares subject to this agreement
shall be held by Hobbs or his authorized agent in a form which is
exercisable pursuant to paragraph 2.a hereinabove. Each
Shareholder agrees to deposit the certificate or certificates for
his shares, together with a proper and sufficient instrument, duly
executed, for the transfer thereof.
3. Voting Trust. So long as this agreement is in force the
Subscribers hereunder agree to be
subject to and to keep in effect the Voting Trust Agreement dated
August 29, 1996. Under such agreement Hobbs, as Voting Trustee,
shall have all the rights of a shareholder.
4. Adjustments. If there are any changes in the capitalization of
the Company affecting in any manner the number or kind of
outstanding shares of Stock of the Company, and such changes have
been occasioned by reorganization, combination of shares,
declaration of stock dividends, stock splits, reclassifications or
recapitalizations of such stock, the merger or consolidation of the
Company with some other corporation (and provided the Option does
not thereby terminate pursuant to Section 5 hereof or other similar
transaction, then the number and kind of Shares then subject to the
Option and the price to be paid therefor shall be appropriately
adjusted by the Committee, provided, however, that in no event
shall any such adjustment result in the Company being required to
sell or issue a fractional share of stock.
5. Cessation of Corporate Existence. Upon the dissolution or
liquidation of the Company, or upon a reorganization, merger or
consolidation of the Company with one or more corporations as a
result of which the Company is not the surviving corporation, or
upon a sale of substantially all the assets of the Company or of
more than eighty percent(80%) of the then outstanding stock of the
Company to another corporation or entity, the Option granted
hereunder shall terminate on the day before the consummation of
such transaction.
6. Transferability.
a.This agreement is fully or partially assignable or
transferable by Hobbs.
b. The Shares underlying this agreement are not transferrable
by the Shareholder except to Hobbs or nominee.
7. No Attachment. Except as required by law, no right to receive
payments under this Agreement shall be subject to anticipation,
commutation, alienation, sale, assignment, encumbrance, charge,
pledge, or hypothecation or to exclusion, attachment, levy, or
similar process or assignment by operation of law, and any attempt,
voluntary or involuntary, to effect any such action shall be null,
void and of no effect.
8. No Shareholder Rights. Hobbs shall have no rights as a
stockholder with respect to any shares subject hereto until he has
become the holder of record of such shares and no adjustment
(except such adjustments as may be effected pursuant to the
provisions of Section 4. hereof) shall be made for dividends or
distributions of rights in respect of such shares for which the
record date is prior to the date on which Hobbs becomes the holder
of record.
9. Representations by Hobbs. As a condition to the receipt of any
Shares hereunder, Hobbs represents, warrants and agrees that he
will not make any sale, transfer or other disposition of said Stock
except in compliance with the applicable state and federal
securities laws and regulations.
10.. Law. California shall apply to this agreement with the venue
in San Diego County.
11. Other Shareholders. Any shareholder not a party to this
agreement may become so subsequent to the effective date herein.
Thereafter, on next receipt of Shares by Hobbs, such shareholder's
Shares will be tendered first until such Shareholder has fully
tendered his Shares in prorata proportion to all other shareholders
according to their respective percentage of the aggregate number of
shares.
11. Each shareholder signing the SHAREHOLDERS LIST attached hereto
and made a part hereof hereby executes this Agreement and
authorizes, directs, and makes, constitutes and appoints Hobbs, as
his true and lawful attorney-in-fact with all the powers and
authorities to execute any agreements, or any other instruments or
documents or amendments thereto, or to do and to cause to be done
any and all other acts and things as Hobbs may in his discretion
deem necessary or appropriate to carry out the purposes of this
Agreement.
Date: 10-14-96, San Diego, California
/s/_______________________________________________
Peter Hobbs
SHAREHOLDERS LIST
Shareholder
Name Signature Date No. Shares
Tom Eden 3,291,890
Aja Lesh 3,726,639
Roy Getty 2,894,142
Tony Tulleners 4,608,646
Dale Buteyn 4,285,645
David Tubbs 3,726,639
James O'Keefe 2,484,411
E.M. Morgan 1,552,804
Ty Eden 2,186,299
Peter Rapid Corp. 1,863,514
Playco, Inc. 1,863,514
Tracy Eden 3,726,639
Total 36,210,782
<PAGE>
EXHIBIT D
TWO YEAR OPTION AGREEMENT FOR
COMMON STOCK OF
TOLLYCRAFT YACHT CORPORATION
THIS STOCK OPTION made as of the date set forth above, by
certain shareholders of TOLLYCRAFT YACHT CORPORATION, a Minnesota
corporation (the "Company"), located at 2200 Clinton Avenue, Kelso,
WA 48626 to PETER HOBBS ("Optionee") or his nominee.
Said Shareholders of the Company have signed this agreement
because they have determined that it is to their advantage and
interest to grant the option provided for herein to the Optionee
for the services rendered to them and the Company and in
consideration of the mutual covenants herein contained, the parties
hereto agree as follows:
1. (a) Grant of Option. The Shareholders grant to the Optionee
the right and option (the "Option") to purchase on the terms and
conditions hereinafter set forth all or any part of an aggregate of
Fourteen Million Four Hundred Eighty-Four Thousand Three Hundred
Thirteen (14,484,313) ("Stock") at the purchase price of $.30 per
share.
(b) This Agreement does not include the shares from the
estate of Edward Tulleners. Approval is being sought to have those
4,389,187 shares part of this Agreement from the judge in probate
court.
2. Exercise Period.
a. This option is contingent upon the full receipt by Hobbs of
all shares subject to the One Year Performance Agreement with
respect to Tollycraft Yacht Corporation as of the date of it's
effectiveness.
b. This option shall be exercisable in whole or in part as to
any and all shares until September 1, 1998, provided that all
Vera/Commercial Factors debt has been paid.
3. Method of Exercise.
a. To the extent that the right to purchase shares has accrued
hereunder, the Option may be exercised from time to time by written
notice to the Shareholders stating the number of Shares with
respect to which the Option is being exercised and payment thereof
to each shareholder their prorata proportion.
b. All the certificates for shares subject to this option shall
be held by Optionee or his authorized agent in a form which is
exercisable pursuant to paragraph 2.a. hereinabove. Each
Subscriber agrees to deposit the certificate or certificates for
his shares, together with a proper and sufficient instrument, duly
executed, for the transfer thereof.
c. The Optionee may exercise the Option for less than the
total number of Shares for which the Option is exercisable.
4. Voting Trust. So long as this agreement is in force the
Subscribers hereunder agree to be subject to and to keep in effect
the Voting Trust Agreement dated August 29, 1996. Under such agreement
Hobbs, as Voting Trustee, shall have all the rights of a shareholder.
5. Adjustments. If there are any changes in the capitalization of
the Company affecting in any manner the number or kind of
outstanding shares of Stock of the Company, and such changes have
been occasioned by reorganization, combination of shares,
declaration of stock dividends, stock splits, reclassifications or
recapitalizations of such stock, the merger or consolidation of the
Company with some other corporation (and provided the Option does
not thereby terminate pursuant to Section 5 hereof or other similar
transaction, then the number and kind of Shares then subject to the
Option and the price to be paid therefor shall be appropriately
adjusted by the Committee, provided, however, that in no event
shall any such adjustment result in the Company being required to
sell or issue a fractional share of stock.
6. Cessation of Corporate Existence. Upon the dissolution or
liquidation of the Company, or upon a reorganization, merger or
consolidation of the Company with one or more corporations as a
result of which the Company is not the surviving corporation, or
upon a sale of substantially all the assets of the Company or of
more than eighty percent (80%) of the then outstanding stock of the
Company to another corporation or entity, the Option granted
hereunder shall terminate on the day before the consummation of
such transaction.
7. Transferability.
a. This agreement is fully or partially assignable or transferable
by Hobbs.
b. The Shares underlying this agreement are not transferrable
by the Shareholders except pursuant to the terms of this agreement
to Optionee.
8. No Attachment. Except as required by law, no right to receive
payments under this Agreement shall be subject to anticipation,
commutation, alienation, sale, assignment, encumbrance, charge,
pledge, or hypothecation or to exclusion, attachment, levy, or
similar process or assignment by operation of law, and any attempt,
voluntary or involuntary, to effect any such action shall be null,
void and of no effect.
9. No Shareholder Rights. The Optionee or other person entitled to
exercise the Option shall have no rights as a stockholder with
respect to any shares subject hereto until the Optionee or such
person has become the holder of record of such shares and no
adjustment (except such adjustments as may be effected pursuant to
the provisions of Section 4. hereof) shall be made for dividends or
distributions of rights in respect of such shares for which the
record date is prior to the date on which the Optionee or such
person becomes the holder of record.
10. Representations by Optionee. As a condition to the exercise of
any of this Option, the Optionee represents, warrants and agrees
that he will not make any sale, transfer or other disposition of
said Stock except in compliance with the applicable state and
federal securities laws and regulations.
11. Law. California shall apply to this agreement with the venue in
San Diego County.
11. Each shareholder hereby authorizes, directs, and makes,
constitutes and appoints Optionee, as his true and lawful attorney-
in-fact with all the powers and authorities to execute any
agreements, or any other instruments or documents or amendments
thereto, or to do and to cause to be done any and all other acts
and things as such Optionee may in his discretion deem necessary or
appropriate to carry out the purposes of this agreement.
Date: 10-14-96, San Diego, California
/s/_______________________________________________
Peter Hobbs, Optionee
SHAREHOLDERS LIST
Shareholder
Name Signature Date No. Shares
Tom Eden 3,291,890
Aja Lesh 3,726,639
Roy Getty 2,894,142
Tony Tulleners 4,608,646
Dale Buteyn 4,285,645
David Tubbs 3,726,639
James O'Keefe 2,484,411
E.M. Morgan 1,552,804
Ty Eden 2,186,299
Peter Rapid Corp. 1,863,514
Playco, Inc. 1,863,514
Tracy Eden 3,726,639
Total 36,210,782
<PAGE>
EXHIBIT E
ASSIGNMENT OF TOLLYCRAFT YACHT
VOTING TRUST AGREEMENT
BETWEEN
PETER D. HOBBS
AND
TOLLYCRAFT SHAREHOLDERS
This Assignment, entered into this day, the 8th of November,
1996, by and between Peter D. Hobbs ("Assignor"), whose address
is 10650 Scripps Ranch Boulevard, Suite 220, San Diego, CA 92131,
and Kramfors Limited ("Assignee"), whose address is 2 Ice House
Street, Suite 202, Central Hong Kong.
FOR AND IN CONSIDERATION OF the mutual promises and benefits to
be derived by the parties, they do hereby agree to the following:
1. Assignor entered into a contract dated October 14, 1996 with
Thomas L. Eden, E.M. Morgan, Ty Eden, Tracy Eden, Aja Lesh, Peter
Rapid Corp., Playco Inc., Roy G. Getty, Tonny Tulleners, Dale
Buteyn, Jr., David Tubbs, and James O'Keefe, a copy of which is
attached to this and incorporated.
2. Assignor hereby assigns the One-Year Performance Agreement with
Respect to Tollycraft, the Two-Year Option Agreement for Common
Stock of Tollycraft, and all rights, interests, burdens, and
benefits described in the contract to Assignee.
3. Assignor warrants that the contract is still in full effect
and has not been modified except as indicated n writing.
Assignor agrees to indemnify and hold harmless the Assignee from
all claims resulting from Assignor's failure to perform under the
contract prior to the date of the assignment.
4. Assignee agrees to perform all the duties and obligations
called for under the contract. Assignee agrees to indemnify and
hold the Assignor harmless from all claims which may result from
Assignee's failure to perform under this contract.
5. This contract binds the parties and all successors.
The parties have signed this Agreement on the date first
above written.
Victoria Tribble, Witness Peter D. Hobbs
