<PAGE> 1
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 29, 1999
AQUAPRO CORPORATION
(Exact name of Registrant as specified in its charter)
TENNESSEE 0-29258 62-1598919
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification Number)
1100 Highway 3
Sunflower, Mississippi 38778
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (662) 569-3331
This Current Report on Form 8-K is filed by AquaPro Corporation, a
Tennessee corporation (the "Company"), in connection with the matters described
herein.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Pursuant to a purchase transaction which closed on June 30, 1999, the
Company acquired certain real property, equipment and catfish stock from Kroeker
Catfish Farms, Inc., Marvin L. Kroeker and Mary B. Kroeker for a total price of
$1,888,592.87. The price and terms of the purchase were negotiated by the
parties. The sellers had no previous relationship to the company or its officers
or directors. The purchase included approximately 424 acres containing
approximately 28 ponds aggregating approximately 320 water acres, and related
improvements valued at approximately $715,000 in the transaction. The purchase
also included certain equipment, including a bulldozer, various vehicles and
various aeration and seining-related equipment, valued at approximately
$546,000, approximately 1,028 tons of fish feed, valued at approximately
$204,000, and fingerling, stocker and inventory catfish valued at approximately
$423,000.
The Company paid the entire purchase price with its promissory note
which is payable in annual payments of $200,000 of principal and interest,
commencing on April 30, 2000 and continuing annually thereafter until the
principal and accrued interest is fully paid. Interest during the first year is
6% per annum, subject to adjustment for each following year on the last day of
April, on which date the interest for that year will equal 1 3/4% less than the
New York Consensus Prime Rate, as published in the Wall Street Journal for the
last business day of April of that year.
<PAGE> 2
The Company's note is secured by a vendor's lien on the personal property and a
first lien on the real property, equipment and all catfish produced on that
property. Pursuant to the terms of this encumbrance, as catfish cultivated on
the secured property are sold, seller will release the lien so long as the
obligation is not in default.
As part of the transaction, the seller loaned the Company $200,000 at
the closing for which the Company issued its note in that amount. The note bears
interest at 12.0% per annum and is payable interest only monthly until April 30,
2000, when all unpaid principal and accrued interest is due and payable. The
note is secured by a second lien on the lands, equipment and fish purchased from
the seller.
The foregoing description of the purchase transaction is qualified in
its entirety by reference to the Purchase and Sale Agreement, a copy of which is
filed as an exhibit hereto and is hereby incorporated herein by reference.
The real property acquired is comprised of two separate parcels
located, respectively, in Leflore and Sunflower Counties, Mississippi. Each of
these parcels is located in close proximity to one of the Company's existing
farms and, management believe, will be immediately and efficiently integrated
into the Company's existing business operations. The Company will also integrate
the vehicles, equipment, feed and catfish acquired in the purchase into its
current farming operations. With the earthmoving equipment acquired, the Company
will be able to internally perform various pond construction and maintenance
operations for which it currently must use outside contractors.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits. The following exhibits are filed as part of this
report:
10.1 Contract of Purchase and Sale.
10.2 Supplemental Agreement dated June 29, 1999.
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.
Dated: July 10, 1999 AQUAPRO CORPORATION
By: /s/ George S. Hastings, Jr.
----------------------------------
George S. Hastings, Jr.
-2-
<PAGE> 3
EXHIBIT INDEX
Exhibit
Number Description
10.1 Contract of Purchase and Sale, dated April 30, 1999, by and among
Kroeker Catfish Farms, Inc., Marvin L. Kroeker, Marie B. Kroeker and
AquaPro Corporation.
10.2 Supplemental Agreement dated June 29, 1999.
-3-
<PAGE> 1
Exhibit 10.1
KROEKER CATFISH FARMS, AND AQUAPRO CORPORATION
INC., et al
CONTRACT OF PURCHASE AND SALE
FOR AND IN CONSIDERATION of the mutual benefits and privileges flowing,
and to flow, to each of the parties hereto, we, KROEKER CATFISH FARMS, INC., a
Mississippi corporation, and MARVIN L. KROEKER and MARIE B. KROEKER,
individually, hereinafter referred to as "Seller", and AQUAPRO CORPORATION, a
Tennessee corporation authorized to do business in the State of Mississippi,
hereinafter referred to as "Purchaser", do hereby covenant and agree as follows:
1.
Seller does hereby contract and agree to sell, and Purchaser does
hereby contract and agree to purchaser from Seller, on or before June 1, 1999,
subject to the terms and conditions hereinafter set forth, the following:
(a) Seller's catfish farms in Leflore and Sunflower
Counties, Mississippi, consisting of 411 acres, more
or less, eight additional acres at $200.00 per acre,
and an additional five acres with shed, at $800.00
per acre, all as described on Exhibit "A" attached
hereto for the sum of $704,300.00
(b) Equipment described on the list attached hereto as
Exhibit "B" for the sum of 545,950.00
(c) Prepaid feed at Fishbelt Foods, Inc., consisting of
1,028 tons at $198.00 per ton for the sum of 203,540.00
(d) Fingerlings of seller now located in said farms at a
price of $00.0125 per inch with the number thereof to
be determined as hereinafter set forth, and having an
estimated value of 100,000.00
(e) Stocker fish presently in the ponds of seller at $.60
per pound to be determined as hereinafter set forth,
and having an estimated value of 200,000.00
1
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(f) Food fish existing in ponds at $.77 per pound, and
having an estimated value of 50,000.00
2.
The fingerlings on hand will be determined by the industry accepted
practice described generally as requiring several seinings of each pound in
order to determine a representative sampling. The samples are then weighed and
counted, and reference is made to an industry approved chart.
3.
With respect to determining the amount of stocker fish, the ponds will
be seined at least twice. The price is computed at 100% of each seining, except
that the last seigning will be computed at 120% thereof.
4.
The total price to be paid shall be an amount equal to the sum of the
five items listed in Paragraph 1 hereof - that is, $1,453,790.00, plus the
values established for fingerlings, stockers and food fish.
5.
Purchaser shall cause a perimeter survey of the premises to be made at
its cost. The amount of purchase price attributable to real estate shall be
increased or decreased as appropriate based upon the per acre valuation in
Paragraph 1(a) hereof.
6.
Payment therefor shall be made in annual payments of principal and
interest in the total amount of $200,000.00 due one year from April 30, 1999,
and continuing annually thereafter. The interest rate for the first year shall
be 6% per annum. Subsequent interest rates shall be determined on the last
business day of April for the following year. That rate shall be 1 3/4% less
than the New York Consensus Prime Rate as published in the Wall Street Journal
for the last business day in April of that year.
7.
The deferred purchase price shall be evidenced by a promissory note
from purchaser to seller, and shall be secured by the retention of a vendor's
lien and by the granting of a first lien on the lands, equipment being conveyed
and all fish produced on the premises.
2
<PAGE> 3
8.
As fish are sold, seller will release the lien thereon so long as the
loan is not in default. So long as seller determines that the security is not in
jeopardy, seller will promptly endorse such checks for sale of the fish as are
tendered to it.
9.
Upon the closing of this transaction, Seller shall execute, acknowledge
and deliver to Purchaser a good and sufficient warranty deed conveying title to
the above described property, except the lien for ad valorem taxes for the year
1999 which will be prorated as of April 30, 1999.
10.
Purchaser may, at its option, cause an examination of title to the
property to be made and shall give to Seller prompt written notification of any
defects sufficient to prevent Seller from conveying good, merchantable and
insurable title. Upon receipt of such notice of defect, if any, Seller shall
have thirty days to overcome and correct such objections, if any. Should Seller
be unable to give good, merchantable and insurable title to said property
because of matters beyond its control, then, in that event, this contract shall
become null and void and of no effect at the option of Purchaser.
11.
The amount of food fish in the ponds shall be determined by weighing
and seining the fish returning same to the ponds.
12.
Purchaser shall maintain all of the equipment agreed to be purchased
herein in a good state of repair, fair wear and tear excepted.
13.
Seller does hereby covenant and agree to maintain adequate and proper
insurance coverage upon the equipment and improvements upon said property until
this sale is consummated. In the event of substantial damage by fire or
otherwise, the purchaser shall, at its option:
(a) Complete and consummate this transaction as set forth herein, in
which event seller shall transfer and assign to purchaser all insurance proceeds
or claims therefor arising out of such loss; or
(b) Cancel this transaction by giving written notice to
3
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Seller within twenty days of the date of such loss, in which event this contract
shall be declared null and void.
14.
Purchaser does hereby covenant and agree to maintain adequate and
proper insurance coverage on the equipment and improvements upon said property
for so long as the loan is outstanding and shall list seller as a mortgage
holder.
15.
Time is of the essence of this contract. Both seller and purchaser
shall have the right to seek specific performance of this contract in the event
of its breach.
16.
Seller does hereby grant to purchaser the right to immediate possession
of the properties.
17.
Closing shall take place at the offices of Clark, Davis & Belk, P. A.,
200 Second Street, Indianola, Mississippi. The closing shall be dated as of
April 30, 1999. The parties hereby covenant and agree to exercise diligence to
close this transaction expeditiously.
18.
For purposes of notification, the addresses of the parties are as
follows:
SELLER:
Kroeker Catfish Farms, Inc.
Kroeker Flying Service, Inc.
Marvin L. Kroeker and Maria B. Kroeker
Post Office Box 549
Moorhead, MS 38761
With copy to:
Howard Q. Davis, Jr.
Post Office Drawer B
Indianola, MS 38751
PURCHASER:
Aquapro Corporation
1100 Highway 3
Sunflower, Mississippi 38778
4
<PAGE> 5
With copy to:
W. Dean Belk
Post Office Box 229
Indianola, MS 38751
19.
Should Seller be unable to give good, merchantable and insurable title
to said property because of matters beyond his control, then, in that event,
this contract shall become null and void and of no effect at the option of
Purchaser.
20.
Seller covenants that MARVIN L. KROEKER and MARIE B. KROEKER are the
owners of the realty described herein, and KROEKER CATFISH FARMS, INC., is the
owner of the remaining properties.
21.
MARIE B. KROEKER, wife of MARVIN L. KROEKER, joins in this agreement
and will join in the execution of the requisite documents.
22.
In the event the purchaser desires to prepay the purchase price, it may
do so without penalty after five regular payments have been made.
23.
In the event the purchaser desires to prepay the purchase price before
five regular payments have been made, it may do so. However, at the election of
seller, substitute collateral may be used, such as an irrevocable line of credit
from an approved bank. In such event, the cost of the letter of credit and the
fees and expenses in connection therewith shall be paid by purchaser.
24.
At the closing of this transaction, one or more of the seller's
entities shall loan to purchaser the sum of $200,000.00 on the following basis:
(a) Interest rate at 12% with interest payable monthly;
(b) Principal due or or before April 30, 2000;
(c) Security shall be a second lien on the lands, equipment
and fish;
5
<PAGE> 6
(d) The parties may negotiate for the renewal of such loan on or
before its due date, but are not required so to do;
25.
All promissory notes to be secured pursuant to the terms of this
agreement shall be executed George S. Hastings, Jr., personally.
26.
The feed to be purchased which is described in Paragraph 1(c) hereof
shall only be used to feed fish in the ponds to be conveyed.
27.
Purchaser agrees to continue to raise fish in the subject ponds in a
good and husbandlike manner.
28.
Aquapro Corporation shall secure a policy of term insurance on the
life of George S. Hastings, Jr., in the amount of $1,000,000.00 which shall be
collaterally pledged to seller.
WITNESS the signatures of the parties hereto, in duplicate original, on
this the 30th day of April, A. D., 1999.
KROEKER CATFISH FARMS, INC.
(Seller)
By /s/ MARVIN L. KROEKER
--------------------------------
PRESIDENT
/s/ MARVIN L. KROEKER
-----------------------------------
MARVIN L. KROEKER
/s/ MARIE B. KROEKER
-----------------------------------
MARIE B. KROEKER
AQUAPRO CORPORATION
(Purchaser)
By /s/ S. HASTINGS, JR., PRES.
--------------------------------
PRESIDENT
/s/ S. HASTINGS, JR.
-----------------------------------
GEORGE S. HASTINGS, JR.
GUARANTOR
6
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STATE OF MISSISSIPPI
COUNTY OF SUNFLOWER
Personally appeared before me, the undersigned authority in and for the
said county and state, on this 7th day of May, 1999, within my jurisdiction, the
within named Marvin L. KROEKER, who acknowledged that he is President of KROEKER
CATFISH FARMS, INC., a corporation, and that for and on behalf of the said
corporation, and as its act and deed he executed the above and foregoing
instrument, after first having been duly authorized by said corporation so to
do.
/s/ Lisa Renfroe (NOTARY PUBLIC)
---------------------
My commission expires
January 20, 2003.
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STATE OF MISSISSIPPI
COUNTY OF SUNFLOWER
Personally appeared before me, the undersigned authority of law in and
for the county and state aforesaid, within my jurisdiction, on this the 7th day
of May, 1999, the within named MARVIN L. KROEKER and wife, MARIE B. KROEKER, who
acknowledged that they signed and delivered the above and foregoing instrument
of writing.
/s/ Lisa Renfroe NOTARY PUBLIC
---------------------
My commission expires
January 20, 2003.
- ---------------------
7
<PAGE> 8
STATE OF MISSISSIPPI
COUNTY OF SUNFLOWER
Personally appeared before me, the undersigned authority in and for the
said county and state, on this 7th day of May, 1999, within my jurisdiction, the
within named GEORGE S. HASTINGS, JR., who acknowledged that he is President of
AQUAPRO CORPORATION, a Tennessee corporation, and that for and on behalf of the
said corporation, and as its act and deed he executed the above and foregoing
instrument, after first having been duly authorized by said corporation so to
do.
/s/ Lisa Renfroe (NOTARY PUBLIC)
---------------------
My commission expires
January 20, 2003.
- ---------------------
STATE OF MISSISSIPPI
COUNTY OF SUNFLOWER
Personally appeared before me, the undersigned authority of law in and
for the county and state aforesaid, within my jurisdiction, on this the 7th day
of May, 1999, the within named GEORGE S. HASTINGS, JR., individually, who
acknowledged that he signed and delivered the above and foregoing instrument of
writing.
/s/ Lisa Renfroe NOTARY PUBLIC
---------------------
My commission expires
January 20, 2003.
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8
<PAGE> 9
The following described properly lying and being situate in the County of
Sunflower, State of Mississippi, to-wit:
All that part of the South Half of Section 2, Township 18 North, Range 3 West,
lying North of the C & G Railway right of way;
LESS AND EXCEPT, however, 19.95 acres, more or less, heretofore
conveyed by M. Pickett Myers, III, to Kroeker Flying Service, Inc., by deed
dated March 12, 1971, of record in Book G-19, page 580.
<PAGE> 10
Southeast Quarter of the Northwest Quarter of Section 2, Township 18 North,
Range 3 West;
LESS AND EXCEPT 2.20 acres, more or less, conveyed by Milton D. Adams and W.O.
Adams to State Highway Commission of Mississippi by instrument dated December 6,
1973, of record in Book P-20, page 549;
LESS AND EXCEPT that property conveyed by the Bank of West Point to State
Highway Commission of Mississippi by deed dated November 18, 1936, of record in
Book H-9, page 201;
Reservation by Bank of West Point of a one-fourth interest in mineral rights
reserved in its deed to T. D. Phalon dated December 5, 1939, of record in Book
R-9, page 73;
SUBJECT to that right of way granted by T. D. Phalon to Mississippi Power &
Light Company in that instrument dated August 29, 1946, of record in Book U-10,
page 542;
SUBJECT to that right of way granted by Mrs. Modena P. Phalon to Mississippi
Power & Light Company dated November 13, 1947, of record in Book F-11, page 210;
SUBJECT to reservation by Mrs. Modena P. Phalon in her deed to K. E. Mullen
dated February 16, 1949, of record in Book K-11, page 321 of one-fourth of all
oil, gas and mineral rights in, on or under said lands with right of ingress and
egress to and from said premises for the removal therefrom of her interest in
any oil, gas and mineral;
<PAGE> 11
All the land lying North of Moorhead Drainage Ditch No. 5 in the North Half of
Section 3, Township 18 North, Range 3 West, containing 141.74 acres, more or
less;
LESS AND EXCEPT:
That certain tract or parcel thereof in the Northeast corner of Section 3,
Township 18 North, Range 3 West, described as beginning at the Northeast corner
of Section 3 and the South boundary line of the public road running East and
West and run westwardly along the North boundary line of said Section 3 and the
South boundary of said public road for a distance of 1490 feet; run thence South
at right angles to said northern boundary line of Section 3 a distance of 1237
feet to the North boundary line of Moorhead Drainage Ditch No. 5; run thence
East 1480 feet along the northern boundary line of said Moorhead Drainage Ditch
No. 5 to the East boundary line of Section 3; run thence North 1237 feet along
said section line to the Northeast corner of Section 3 and the point of
beginning, said excepted part containing 42 acres, more or less;
6.10 acres, more or less, in the North Half of the Northwest Quarter of Section
3, Township 18 North, Range 3 West acquired by the State Highway Commission of
Mississippi by judgment in Cause No. 9925 in the Special Court Eminent Domain of
Sunflower County, Mississippi, dated September 30, 1974, of record in Book X-20,
page 29;
SUBJECT to those rights of way and easements as follows:
Mississippi Gas & Electric Company dated August 25, 1930, of record in Book J-8,
page 162;
Mississippi Gas & Electric Company dated October 6, 1930, of record in Book J-8,
page 489;
Mississippi Power & Light Company dated October 9, 1946, of record in Book U-10,
page 512;
South Central Bell Telephone Company dated February 17, 1971, of record in Book
K-19, page 445.
<PAGE> 12
The following described property lying and being situate in the County of
Leflore, State of Mississippi, to-wit:
All that part of the East Half of Section 6, Township 18 North, Range 2 West,
which lies South of the Moorhead-Greenwood Public Road, Leflore County,
Mississippi, less and except that certain tract of land deeded by Sylvester
Ingram, et ux, to the Mount Pleasants Baptist Church which deed is dated
February 21, 1975, and recorded March 3, 1975, in Land Deed Book 190, page 215
in the Chancery Clerk's Office;
All of the Northwest Quarter of Section 8, Township 18 North, Range 2 West,
Leflore County, Mississippi;
The Southwest Quarter of Section 5 lying South of the Railroad right of way,
Township 18 North, Range 2 West, Leflore County, Mississippi;
All that part of the North Half of the West Half of the East Half of Section 8,
Township 18 North, Range 2 West which lies West of the right of way of the
drainage ditch or canal which runs Northeasterly to Southwesterly through the
said West Half of the East Half of said Section 8;
LESS AND EXCEPT 63.76 acres in Sections 5 and 6, and 213.95 acres in Section 8,
all in Township 18 North, Range 2 West, conveyed to Circle Creek Aquaculture
II, L.P., by deed dated September 14, 1990, of record in Deed Book 270, page
354;
LESS AND EXCEPT 2 acres, more or less, in Section 6 conveyed to the Trustees of
Mt. Pleasants Baptist Church dated July 21, 1987, of record in Deed Book 251,
page 430;
LESS AND EXCEPT 59.38 acres in Section 6 conveyed to Bear Creek Fisheries, Inc.,
dated July 3, 1990, of record in Book 269, page 197;
SUBJECT TO:
Drainage easement to J. C. Green dated September 28, 1961, of record in Deed
Book 135, page 27;
Right of way deed from Gulf Interstate Gas Company to Columbia Gulf Transmission
Company dated December 30, 1958, of record in Deed Book 126, page 193;
Right of way to Leflore County, Mississippi, dated April 2, 1958, of record in
Deed Book 123, page 381.
<PAGE> 13
<TABLE>
<S> <C> <C> <C>
8803 Case Backhoe $17,500.00 Lister 6 cyl. air cooled $2,000.00
4840 John Deere C/A $15,000.00 Lister 8 cyl. air cooled $2,000.00
4430 John Deere $8,500.00 Lister 4 cyl. air cooled $2,000.00
4430 John Deere $9,500.00 Lister 8 cyl. liquid cld $2,000.00
885 Case IH $12,500.00 4 Ton feeder PTO pull type $1,800.00
4020 John Deere $9,000.00 1 16' Crialfully pump $600.00
J.D. Fork lift w/bucket $1,500.00 Lincoln welder, portable $2,500.00
1390 Case $6,000.00 Gasoline air compressor $2,000.00
1190 Case $4,000.00 8 Deutz diesel units $15,000.00
1190 Case $4,000.00 3 Yanmar diesel units $9,000.00
International trk tractor $6,500.00 12 House floating paddle wheels $34,200.00
Ledwell 8 bin trk $10,500.00 12 Mstr Sys floating T-pumps $24,000.00
Ford live-haul truck $5,000.00 1 S&N floating paddle wheel $2,850.00
Honda 4-wheeler $3,000.00 1 Adams floating paddle wheel $500.00
Honda 3-wheeler $700.00 3 PTO bank washers $2,250.00
98 Ford 130 pickup $15,000.00 2 PTO rear discharge bank washers $2,000.00
93 GMC diesel pkup $5,000.00 1 House sidewinder, PTO $1,750.00
90 GMC diesel pkup $5,000.00 1 Fish Saver PTO N/C
GMC diesel feed truck $10,000.00 1 40 HP electric well motor $1,200.00
2 Amarillo gear heads N/C 2 60 HP electric well motors $3,000.00
1 Worthington & 1 Green
Gear head N/C 4 Submersible well pumps N/C
</TABLE>
<PAGE> 14
<TABLE>
<S> <C> <C> <C>
Hardee side mount $3,000.00 14 rebuilt T-pumps $21,000.00
Long sidebar cutter $3,600.00 17 Switch boxes $2,500.00
Yazoo mower $200.00 4 feed bins (move 2) $1,000.00
Chemical boat (new) $2,500.00 5 T-pumps for repair N/C
H D Seine boat $2,000.00 4 YSI meters N/C
35 HP Nisson motor $500.00 2 Radio-phones? $1.500.00
35 HP Johnson elec. $500.00
18 HP Evenrude moto $300.00
Siene Reel (Mstr Sys) $2,600.00
1000 ft. 1 5/8" seine $500.00
1000 ft. fingerling seine $500.00
8 different size socks $800.00
large 3 pt. box scraper $2,000.00 Kamatsu Dozer $200,000.00
small 3 pt. box scraper $500.00 14' BushHog 2814 $8,500.00
floating aerestor trailer $400.00 96 Suburban 2500 $27,000.00
Land plane $2,000.00
8 1/2 yd dirt buggy $2,800.00
4 row disk $300.00
6 ft Mall mower $600.00
16 ft. equip. trailer $500.00
30 HP Nisson (new) $2,200.00
</TABLE>
<PAGE> 1
EXHIBIT 10.2
MARVIN L. KROEKER and AND AQUAPRO CORPORATION
MARIE B. KROEKER
SUPPLEMENTAL AGREEMENT
FOR AND IN CONSIDERATION of the mutual benefits and privileges
flowing, and to flow, to each of the parties hereto, we, MARVIN L. KROEKER and
MARIE B. KROEKER, individually, hereinafter referred to as "Seller", and AQUAPRO
CORPORATION, a Tennessee corporation authorized to do business in the State of
Mississippi, hereinafter referred to as "Purchaser", do hereby covenant and
agree as follows:
1. The parties have heretofore contracted for the purchase and sale of
certain realty in Sunflower and Leflore Counties, MS.
2. The survey commissioned by purchaser indicates that some of the
ponds/levees and perhaps other portions of the property believed to be owned and
occupied by the sellers lies outside their deeded descriptions.
3. Sellers wish to sell, and purchasers wish to purchase, by proper
description, that property identified by the parties according to the boundaries
pointed out by sellers and approved by purchaser.
4. Sellers assert that they own all of the subject property, by deed
and/or adverse possession.
5. The parties shall close the transaction on or before June 30, 1999,
using the deeded descriptions.
6. If a proper survey reflects that some of the property does in fact
lie outside the deeded descriptions, then proper surveyed descriptions shall be
provided, and the parties shall promptly execute such documents as shall be
necessary to convey title to the entire property, and likewise to provide the
requisite security interest.
7. In the event the survey indicates acreage different from that which
the parties have previously agreed upon, then the purchase price shall be
adjusted according to the proper acreage.
WITNESS the signatures of the parties hereto, in duplicate original,
on this the 29th day of June, A. D., 1999.
(Seller)
/s/ MARVIN L. KROEKER
-----------------------------------
MARVIN L. KROEKER
/s/ MARIE B. KROEKER
-----------------------------------
MARIE B. KROEKER
AQUAPRO CORPORATION
(Purchaser)
By S. HASTINGS, JR.
--------------------------------
PRESIDENT
<PAGE> 2
STATE OF MISSISSIPPI
COUNTY OF SUNFLOWER
Personally appeared before me, the undersigned authority of law in and
for the county and state aforesaid, within my jurisdiction, on this the 29th day
of June, 1999, the within named MARVIN L. KROEKER and wife, MARIE B. KROEKER,
who acknowledged that they signed and delivered the above and foregoing
instrument in writing.
/s/ Lisa Renfroe NOTARY PUBLIC
---------------------
My commission expires:
January 20, 2003.
- ---------------------
STATE OF MISSISSIPPI
COUNTY OF SUNFLOWER
Personally appeared before me, the undersigned authority of law in and
for the county and state aforesaid, within my jurisdiction, on this the 29th day
of June, 1999, the within named GEORGE S. HASTINGS, who acknowledged that they
signed and delivered the above and foregoing instrument in writing.
/s/ Lisa Renfroe NOTARY PUBLIC
---------------------
My commission expires:
January 20, 2003.
- ---------------------
2
<PAGE> 3
MARVIN L. KROEKER and AND AQUAPRO CORPORATION
MARIE B. KROEKER
SUPPLEMENTAL AGREEMENT
FOR AND IN CONSIDERATION of the mutual benefits and privileges
flowing, and to flow, to each of the parties hereto, we, MARVIN L. KROEKER and
MARIE B. KROEKER, individually, hereinafter referred to as "Seller", and AQUAPRO
CORPORATION, a Tennessee corporation authorized to do business in the State of
Mississippi, hereinafter referred to as "Purchaser", do hereby covenant and
agree as follows:
1. The parties have heretofore contracted for the purchase and sale of
certain realty in Sunflower and Leflore Counties, MS.
2. The survey commissioned by purchaser indicates that some of the
ponds/levees and perhaps other portions of the property believed to be owned and
occupied by the sellers lies outside their deeded descriptions.
3. Sellers wish to sell, and purchasers wish to purchase, by proper
description, that property identified by the parties according to the
boundaries pointed out by sellers and approved by purchaser.
4. Sellers assert that they own all of the subject property, by deed
and/or adverse possession.
5. The parties shall close the transaction on or before June 30, 1999,
using the deeded descriptions.
6. If a proper survey reflects that some of the property does in fact
lie outside the deeded descriptions, then proper surveyed descriptions shall be
provided, and the parties shall promptly execute such documents as shall be
necessary to convey title to the entire property, and likewise to provide the
requisite security interest.
7. In the event the survey indicates acreage different from that which
the parties have previously agreed upon, then the purchase price shall be
adjusted according to the proper acreage.
WITNESS the signatures of the parties hereto, in duplicate original,
on this the 29th day of June, A. D., 1999.
(Seller)
/s/ MARVIN L. KROEKER
-----------------------------------
MARVIN L. KROEKER
/s/ MARIE B. KROEKER
-----------------------------------
MARIE B. KROEKER
AQUAPRO CORPORATION
(Purchaser)
By /s/ S. HASTINGS, JR.
--------------------------------
PRESIDENT
<PAGE> 4
STATE OF MISSISSIPPI
COUNTY OF SUNFLOWER
Personally appeared before me, the undersigned authority of law in and
for the county and state aforesaid, within my jurisdiction, on this the 29th day
of June, 1999, the within named MARVIN L. KROEKER and wife, MARIE B. KROEKER,
who acknowledged that they signed and delivered the above and foregoing
instrument in writing.
/s/ Lisa Renfroe NOTARY PUBLIC
---------------------
My commission expires
January 20, 2003.
- ---------------------
STATE OF MISSISSIPPI
COUNTY OF SUNFLOWER
Personally appeared before me, the undersigned authority of law in and
for the county and state aforesaid, within my jurisdiction, on this the 29th day
of June, 1999, the within named GEORGE S. HASTINGS, who acknowledged that they
signed and delivered the above and foregoing instrument in writing.
/s/ Lisa Renfroe NOTARY PUBLIC
---------------------
My commission expires
January 20, 2003.
- ---------------------
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