UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
GEOWASTE INCORPORATED
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.10 PER SHARE
(Title of Class of Securities)
0003736911
(CUSIP Number)
DAVID M. DONEY, ESQ.
FOWLER, WHITE, GILLEN, BOGGS,
VILLAREAL AND BANKER, P.A.
P.O. BOX 1438
TAMPA, FLORIDA 33601
(813) 228-7411
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
AUGUST 12, 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 the statement [X].
(A fee is not required only if the reporting 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.
PAGE 1 OF 17 PAGES
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* 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 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).
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<TABLE>
<CAPTION>
SCHEDULE 13D
CUSIP NO. 0003736911 PAGE 2 OF 17 PAGES
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<S> <C> <C>
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
JOHN A. PAGLIA
- -----------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- -----------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
SC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
- -----------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
- -----------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
1,000,000
NUMBER OF --------------------------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
NONE
BENEFICIALLY
--------------------------------------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
1,000,000
EACH
REPORTING --------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH NONE
- -----------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000
- -----------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- -----------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8%
- -----------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -----------------------------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 0003736911 PAGE 3 OF 17 PAGES
- -----------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
MICHAEL D. PAGLIA
- -----------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- -----------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
SC
- -----------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
- -----------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
- -----------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
1,000,000
NUMBER OF
--------------------------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY NONE
OWNED BY --------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH 1,000,000
REPORTING
--------------------------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
NONE
- -----------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000
- -----------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- -----------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8%
- -----------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -----------------------------------------------------------------------------------------------------
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 0003736911 PAGE 4 OF 17 PAGES
INTRODUCTION
This statement on Schedule 13D ("Statement") constitutes the initial
filing of John A. Paglia ("J. Paglia") and Michael D. Paglia ("M. Paglia") (J.
Paglia and M. Paglia are sometimes hereinafter collectively referred to as the
"Paglias"). J. Paglia and M. Paglia are brothers. The Paglias are filing this
Schedule 13D because they may be deemed to be a "group" within the meaning of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.
On August 12, 1996, GeoWaste Incorporated, a Delaware corporation
("GeoWaste" or the "Company"); Spectrum Group, Inc., a Florida corporation
wholly owned by the Paglias ("Spectrum"); Spectrum Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary of GeoWaste ("GeoSub"); and the
Paglias entered into an Agreement and Plan of Merger (the "Merger Agreement")
pursuant to which GeoSub merged (the "Merger") with and into Spectrum. As a
result of the Merger, which was effective on August 12, 1996 (the "Effective
Time"), the separate existence of GeoSub ceased and Spectrum became a wholly
owned subsidiary of GeoWaste.
Prior to the Merger, each of the Paglias owned 37.5 shares of the
common stock, par value $1.00 per share (the "Spectrum Common Stock"), of
Spectrum. Pursuant to the Merger Agreement, at the Effective Time, each issued
and outstanding share of Spectrum Common Stock was converted into 26,666 and 2/3
shares of the common stock, par value $0.01 per share (the "GeoWaste Common
Stock"), of GeoWaste, and $11,465.53 in cash. As a result of the Merger,
GeoWaste also assumed approximately $2.4 million of Spectrum's liabilities.
In connection with the Merger, each of the Paglias received 1,000,000
shares of GeoWaste Common Stock and $429,957.39 in cash. This Statement relates
to the 1,000,000 shares of GeoWaste Common Stock received by each of the Paglias
as a result of the Merger.
ITEM 1. SECURITY AND ISSUER
The title of the class of equity securities to which this Statement
relates is the common stock, par value $0.10 per share, of the Company. The
address of the Company's principal executive offices is 24 Cathedral Place,
Suite 208, St. Augustine, Florida 32084.
ITEM 2. IDENTITY AND BACKGROUND
The persons filing this Statement are John A. Paglia and Michael D.
Paglia, each of whom is a citizen of the United States of America. The business
address of each of the Paglias is 5111 South Pine Avenue, Ocala, Florida 34480.
Each of the Paglias is principally employed as a Vice President of GeoWaste
pursuant to four-year employment agreements between GeoWaste and each of the
Paglias. Such employment agreements were entered into in connection with the
Merger and provide the Paglias with the responsibility for managing GeoWaste's
solid waste collection activities in Florida. GeoWaste's principal businesses
include the collection, transfer, recycling, and disposal of solid waste and
related activities in portions of northern Florida and southern Georgia. The
address of GeoWaste's principal executive offices is 24 Cathedral Place, Suite
208, St. Augustine, Florida 32084. During the last five years, neither of the
Paglias has been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors),
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CUSIP NO. 0003736911 PAGE 5 OF 17 PAGES
SCHEDULE 13D
nor has either of the Paglias been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction as a result of which either of
the Paglias was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
This Statement relates specifically to the 1,000,000 shares of GeoWaste
Common Stock received by each of the Paglias in connection with the Merger. See
"Introduction." Prior to the Merger, each of the Paglias owned 37.5 shares of
Spectrum Common Stock. Pursuant to the Merger Agreement, at the Effective Time,
each issued and outstanding share of Spectrum Common Stock was converted into
26,666 and 2/3 shares of GeoWaste Common Stock and $11,465.53 in cash. As a
result of the Merger, GeoWaste also assumed approximately $2.4 million of
Spectrum's liabilities. In connection with the Merger, each of the Paglias
received 1,000,000 shares of GeoWaste Common Stock and $429,957.39 in cash.
ITEM 4. PURPOSE OF TRANSACTION
Each of the Paglias has acquired his respective shares of GeoWaste
Common Stock strictly for the purpose of equity security investment. In the
future, either of the Paglias may seek to purchase additional shares of GeoWaste
Common Stock, if additional shares are available at prices and on terms he deems
acceptable, for the purpose equity security investment. If either of the Paglias
purchases additional shares of GeoWaste Common Stock, such shares may be
purchased by him through open market transactions, privately negotiated
transactions, or otherwise at prices and on terms not yet determined. In
addition, either of the Paglias may, at some time in the future, based upon
factors relevant at that time, dispose of some or all of the shares GeoWaste
Common Stock that he owns. Except as otherwise described in this Item 4, neither
of the Paglias has any present plans or proposals which would relate to or
result in:
(a) The acquisition by any person of additional securities of the
Company, or the disposition of securities of the Company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Company or
any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy
of the Company;
(f) Any other material change in the Company's business or corporate
structure;
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SCHEDULE 13D
CUSIP NO. 0003736911 PAGE 6 OF 17 PAGES
(g) Changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person;
(h) Causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a)(i) As of the date of this Statement, J. Paglia is the beneficial
owner of 1,000,000 shares of GeoWaste Common Stock (approximately 4.8% of the
20,896,551 outstanding shares of GeoWaste Common Stock (based solely on the
Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30,
1996, as adjusted to reflect the Company's issuance of 2,000,000 shares in
connection with the Merger)). J. Paglia expressly disclaims beneficial ownership
of the shares of GeoWaste Common Stock owned by M. Paglia, and the filing of
this Statement shall not be construed as an admission that J. Paglia is the
beneficial owner of any of the shares of GeoWaste Common Stock owned by M.
Paglia.
(ii) As of the date of this Statement, M. Paglia is the beneficial
owner of 1,000,000 shares of GeoWaste Common Stock (approximately 4.8% of the
20,896,551 outstanding shares of GeoWaste Common Stock (based solely on the
Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30,
1996, as adjusted to reflect the Company's issuance of 2,000,000 shares in
connection with the Merger)). M. Paglia expressly disclaims beneficial ownership
of the shares of GeoWaste Common Stock owned by J. Paglia, and the filing of
this Statement shall not be construed as an admission that M. Paglia is the
beneficial owner of any of the shares of GeoWaste Common Stock owned by J.
Paglia.
(b) J. Paglia has sole voting power and sole investment power with
respect to the shares of GeoWaste Common Stock reported in (a)(i) above. M.
Paglia has sole voting power and sole investment power with respect to the
shares of GeoWaste Common Stock reported in (a)(ii) above.
(c) As discussed elsewhere in this Statement, on August 12, 1996,
each of the Paglias acquired 1,000,000 shares of GeoWaste Common Stock in
connection with the Merger. See "Introduction" and "Item 4. Purpose of
Transaction." Prior to the Merger, each of the Paglias owned 37.5 shares of
Spectrum Common Stock. Pursuant to the Merger Agreement, at the Effective Time,
each issued and outstanding share of Spectrum Common Stock was converted into
26,666 and 2/3 shares of GeoWaste Common Stock and $11,465.53 in cash. As a
result of the Merger, GeoWaste also assumed approximately $2.4 million of
Spectrum's liabilities. In connection with the Merger, each of the Paglias
received 1,000,000 shares of GeoWaste Common Stock and $429,957.39 in cash.
Except for in connection with the Merger, neither of the Paglias has effected
any transactions in shares of GeoWaste Common Stock during the last 60 days.
<PAGE>
SCHEDULE 13D
CUSIP NO. 0003736911 PAGE 7 OF 17 PAGES
(d) No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the shares of GeoWaste Common Stock reported on this Statement.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
On August 12, 1996, in connection with the consummation of the
transactions contemplated by the Merger Agreement, the Paglias and Advance Ross
Corporation, Allen & Company Incorporated, Allen Value Partners L.P. and Allen
Value Limited Incorporated (each, an "Existing Stockholders" and together with
the Paglias, the "Stockholders"), entered into a Voting Agreement (the "Voting
Agreement") pursuant to which each Stockholder agreed that for so long as such
Stockholder continues to own or is entitled to vote ten percent (10%) or more of
the issued and outstanding shares of GeoWaste Common Stock and one or more of
said Stockholders or their nominee is subject to election as a director of the
Company, the Stockholders shall use their best efforts to cause such
Stockholder(s) or nominee to be nominated for election to the Board of Directors
of the Company at the time and in the manner proper for such nomination,
whereupon all the Stockholders agreed to cast all of the votes they are entitled
to cast in such election (whether at the next annual meeting or a special
meeting of the stockholders or by written consent in lieu of a meeting or
otherwise) for the election of such Stockholder(s) or nominee to the Board of
Directors of the Company. For purposes of this agreement, the Paglias count as
one Stockholder. By its terms, the Voting Agreement terminates automatically as
to any Stockholder at such time as such Stockholder owns or is entitled to vote
less than ten percent (10%) of the outstanding shares of GeoWaste Common Stock.
As disclosed elsewhere in this Statement, the Paglias beneficially own, in the
aggregate, less than ten percent (10%) of the issued and outstanding shares of
GeoWaste Common Stock.
Except for the Voting Agreement, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) between either of the
Paglias and any other person with respect to any securities of the Company,
including, but not limited to, transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or withholding
of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
A Joint Filing Agreement is filed herewith as Exhibit 1 to this
Statement. The Voting Agreement is filed herewith as Exhibit 2 to this
Statement.
<PAGE>
SCHEDULE 13D
CUSIP NO. 0003736911 PAGE 8 OF 17 PAGES
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
/s/ JOHN A. PAGLIA
----------------------------
John A. Paglia
/s/ MICHAEL D. PAGLIA
----------------------------
Michael D. Paglia
Date: August 21, 1996
<PAGE>
SCHEDULE 13D
CUSIP NO. 0003736911 PAGE 9 OF 17 PAGES
INDEX TO EXHIBITS
SEQUENTIAL
EXHIBIT PAGE
NO. DESCRIPTION NUMBER
------- ----------- ----------
1 Joint Filing Agreement 11
2 Voting Agreement 13
<PAGE>
EXHIBIT 1
<PAGE>
AGREEMENT
Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934,
the undersigned hereby agree that only one statement containing the information
required by Schedule 13D (or any amendment thereof) need be filed on their
behalf with respect to the beneficial ownership of any equity securities of
GeoWaste Incorporated or any subsequent acquisitions or dispositions of equity
securities of GeoWaste Incorporated by any of the undersigned.
/S/ JOHN A. PAGLIA
---------------------------
John A. Paglia
/S/ MICHAEL D. PAGLIA
----------------------------
Michael D. Paglia
Date: August 21, 1996
<PAGE>
EXHIBIT 2
<PAGE>
VOTING AGREEMENT
VOTING AGREEMENT dated as of August 12, 1996 (this "Agreement"), among
John Paglia and Michael Paglia (each, a "New Stockholder" and collectively, the
"New Stockholders"); Advance Ross Corporation, Allen & Company Incorporated,
Allen Value Partners L.P. and Allen Value Limited Incorporated (each, an
"Existing Stockholder," collectively, the "Existing Stockholders" and together
with the New Stockholders, the "Stockholders").
W I T N E S S E T H :
WHEREAS, in connection with the Agreement and Plan of Merger dated as
of the date hereof (the "Merger Agreement") by and among GeoWaste Incorporated,
a Delaware corporation (the "Company"), Spectrum Group, Inc., d/b/a United
Sanitation, Ocala Chemical, Mills Disposal, and the New Stockholders, the New
Stockholders are to be issued by the Company certain shares of the Company's
common stock, $.10 par value per share (the "Common Stock"). The New
Stockholders are entering into this Agreement as an inducement to the Company to
enter into the Merger Agreement. The execution and delivery of this Agreement by
the parties hereto is a condition precedent to the Company's obligation to
consummate the transactions contemplated by the Merger Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements hereinafter set forth, the parties hereto agree as follows:
1. OWNERSHIP OF SHARES OF COMMON STOCK. It is acknowledged that the
Existing Stockholders are presently, and that the New Stockholders upon
consummation of the transactions contemplated by the Merger Agreement will be,
the holders of the numbers of shares of Common Stock set forth opposite their
respective names, as follows:
NAME NUMBER OF SHARES
---- ----------------
Advance Ross Corporation 1,070,776
Allen & Company Incorporated 1,510,000(1)
Allen Value Partners L.P. 3,573,200
Allen Value Limited 426,800
Incorporated
John Paglia 1,000,000
Michael Paglia 1,000,000
(1) A portion of these shares are owned by officers and/or directors of
Allen & Company Incorporated, which shares should not be subject to
this Agreement.
<PAGE>
Any additional shares of Common Stock a Stockholder may obtain at a later date
shall be governed by this Agreement.
2. ELECTION OF DIRECTORS. Each Stockholder hereby covenants and agrees
that for so long as such Stockholder continues to own or is entitled to vote ten
percent (10%) or more of the issued and outstanding shares of Common Stock of
the Company and one or more of said Stockholders or their nominee is subject to
election as a director of the Company, the Stockholders shall use their best
efforts to cause such Stockholder(s) or nominee to be nominated for election to
the Board of Directors of the Company at the time and in the manner proper for
such nomination, whereupon all the Stockholders agree to cast all of the votes
they are entitled to cast in such election (whether at the next annual meeting
or a special meeting of the stockholders or by written consent in lieu of a
meeting or otherwise) for the election of such Stockholder(s) or nominee to the
Board of Directors of the Company, provided that for purposes of this paragraph
2 and paragraph 3, the New Stockholders shall count as one Stockholder.
3. TERMINATION. This Agreement shall terminate automatically as to any
Stockholder at such time as such Stockholder owns or is entitled to vote less
than ten percent (10%) of the outstanding shares of Common Stock of the Company.
4. REMEDIES. The parties hereto agree and acknowledge that money
damages may not be an adequate remedy for breach of the provisions of this
Agreement and that any party hereto shall be entitled, in its sole discretion,
to apply to any court of competent jurisdiction for specific performance or
injunctive relief in order to enforce or prevent any violations of the
provisions of this Agreement, in addition to its remedies at law.
5. NOTICES. Unless otherwise provided herein, any notice, request,
instruction or other document or communication to be given hereunder by any
party to any other party shall be in writing and shall be deemed to have been
given (a) if mailed, at the time when mailed in any general or branch office of
the United States Postal Service, enclosed in a registered or certified
postage-paid envelope, (b) if sent by facsimile transmission, when so sent and
receipt acknowledged by an appropriate telephone or facsimile receipt or (c) if
sent by other means, when actually received by the party to which such notice
has been directed, in each case at the respective addresses or numbers set forth
below or such other address or number as such party may have fixed by notice:
-2-
<PAGE>
If to Advance Ross Corporation, addressed to:
Advance Ross Corporation
Suite 9700
233 South Wacker Drive
Chicago, Illinois 60606-6502
Attention: Harve A. Ferrill
Facsimile: (312) 382-1109
If to Allen & Company Incorporated, addressed to:
Allen & Company Incorporated
711 Fifth Avenue
New York, New York 10022
Attention: Richard Fields
Facsimile: (212) 339-2369
If to John Paglia, addressed to:
John Paglia
2272 Laurel Run Drive
Ocala, Florida 34471
Facsimile: (352) 351-8812
If to Michael Paglia, addressed to:
Michael Paglia
1122 SE 24th Terrace
Ocala, Florida 34470
Facsimile: (352) 351-8882
6. MODIFICATION, AMENDMENT AND WAIVER. No modification, amendment or
waiver of any provision of this Agreement shall be effective unless in writing
consented to by the party or parties against whom such enforcement may be
sought, and only to the extent therein set forth. The failure of any party at
any time to enforce any of the provisions of this Agreement shall in no way be
construed as a waiver of such provisions and shall not affect the rights of the
party thereafter to enforce the provisions of this Agreement in accordance with
its terms.
7. COMPLETE AGREEMENT. This document embodies the complete agreement
and understanding between and among the parties hereto with respect to the
subject matter hereof, and supersedes and preempts any prior understandings,
agreement or representations by or among the parties, written or oral, which may
have related to the subject matter hereof.
8. SUCCESSORS AND ASSIGNS. This Agreement will bind and inure to the
benefit of and be enforceable by the parties and their respective permitted
successors and assigns.
-3-
<PAGE>
9. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which will be an original and all of which taken together
will constitute one and the same Agreement.
10. GOVERNING LAW. This Agreement shall be governed by, and construed
and enforced in accordance with, the internal laws of the State of Delaware,
without giving effect to principles of conflicts of laws.
-4-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
ADVANCE ROSS CORPORATION
By: /s/ HARVE A. FERRILL
--------------------------
Name: Harve A. Ferrill
Title: President
ALLEN & COMPANY INCORPORATED
By: /s/ RICHARD L. FIELDS
--------------------------
Name: Richard L. Fields
Title: Managing Director
/s/ JOHN A. PAGLIA
-----------------------------
John Paglia
/s/ MICHAEL PAGLIA
-----------------------------
Michael Paglia
ALLEN VALUE PARTNERS L.P.
By: Allen Philton L.P., its General Partner
By: Allen Value Inc., its General Partner
By: /s/ PHILIP SCATURRO
--------------------------
Name: Philip Scaturro
Title: President
ALLEN & COMPANY INCORPORATED
By: /s/ PHILIP SCATURRO
--------------------------
Name: Richard L. Fields
Title: President
-5-
