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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): April 26, 1999
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OASIS OIL CORPORATION
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(Exact name of registrant as specified in its charter)
NEVADA
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(State or other jurisdiction of incorporation)
0-5833 94-1713830
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(Commission File Number) (IRS Employer Identification No.)
1800 St. James Place, Suite 101, Houston, TX 77056
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(Address of principal executive offices)
Registrant's Telephone number: 713-627-8875
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Exhibit Index:
Stock Purchase Agreement Page 3 of 20
Addendum to Stock Purchase Agreement Page 14 of 20
Addendum No. 2 to Stock Purchase Agreement Page 16 of 20
Addendum No. 3 to Stock Purchase Agreement Page 17 of 20
Revised Promissory Note Page 18 of 20
Page 1 of 20 Pages
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ITEM 2: DISPOSITION OF PROPERTY
On or about April 23, 1999, the Registrant entered into a Stock Purchase
Agreement with Autry C. Stephens, (the "Buyer") an individual, pursuant to
which the Registrant agreed to sell to the Buyer all of the issued and
outstanding capital stock of its wholly-owned operating subsidiary, Oasis
Transportation and Marketing Corporation, for the Purchase Price of $1,850,000
(subject to certain possible future adjustments). The effective date of said
sale was March 31, 1999. Said Purchase Price was negotiated with the Buyer at
arms length and was paid on the consummation of the Stock Purchase Agreement
by the payment of $350,000 in cash and the delivery of a promissory note in
the amount of $1,500,000 which bears no interest and which was subject to
variable monthly payments and a Final Payment of all sums due in full on April
30, 2001. The Buyer has no connection with or relationship to the Registrant
or the officers or directors thereof except that the Buyer is the holder of
100,000 shares of the Registrant's issued and outstanding common stock (or
1.4% thereof).The Stock Purchase Agreement was consummated on April 26, 1999.
On that date and as a result of the aforesaid sale of stock by the Registrant,
the Registrant transferred to the Buyer the Registrant's only operating
business. Accordingly, since that date, the Registrant has had no business
operations. The Registrant is currently seeking other business opportunities.
After execution of the Stock Purchase Agreement, the parties entered into an
Addendum to Stock Purchase Agreement pursuant to which they agreed to a
Maximum Pipeline Imbalance, a closing date for consummation of April 26, 1999,
and authority to terminate a lawsuit.
After consummation of the Stock Purchase Agreement, the parties entered into
Addendum No. 2 to Stock Purchase Agreement pursuant to which the parties
agreed to certain accounting issues.
Further after consummation of the Stock Purchase Agreement, the parties
entered into Addendum No. 3 to Stock Purchase Agreement pursuant to which the
Registrant transferred additional property of a value of about $11,000 to the
Buyer.
Further after consummation of the Stock Purchase Agreement, on or about August
10, 1999, the parties agreed to a reformation of the Promissory Note to
provide that the Buyer would make fixed monthly payments thereunder of $45,000
per month with a Final Payment of $515,000 on April 30, 1999.
Copies of the Stock Purchase Agreement, the addenda thereto, and the reformed
promissory note are attached as exhibits hereto.
Page 2 of 20 Pages
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STOCK PURCHASE AGREEMENT
This is a Stock Purchase Agreement (the "Agreement") by and between Oasis Oil
Corporation, a Nevada corporation, (hereinafter referred to as "Seller"), and
Autry C. Stephens, an individual, (hereinafter referred to as the "Buyer").
This Agreement is made and based upon the following Recitals.
WITNESSETH:
WHEREAS, the Seller owns all of the issued and outstanding shares
(the "Shares") of common stock of Oasis Transportation and Marketing
Corporation ("OTMC"), a Nevada corporation;
WHEREAS, Buyer desires to acquire the Shares from the Seller, and the Seller
desires to sell the Shares to Buyer on the terms and conditions set forth
herein;
NOW, THEREFORE, in consideration of the mutual representations, warranties,
covenants, promises, agreements, and conditions contained herein, the parties
hereto do hereby agree as follows:
AGREEMENT:
ARTICLE I
Definitions
The terms set forth below in this Article I shall have the meanings set forth
below.
Best Efforts: means a party's efforts in accordance with reasonable commercial
practice and without incurring unreasonable expense.
Governmental Entity: means the United States of America, any state, province,
territory, county, city, municipality, and any subdivision thereof, any court,
administrative, or regulatory agency, commission, department, or body, or other
governmental authority or instrumentality or any entity or person exercising
executive, legislative, judicial, regulatory, or administrative function of or
pertaining to government.
Inventory: means all of the OTMC's inventories which are at Closing in
pipelines, reclamation plants, storage facilities and warehouses.
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Lien: means any lien, pledge, mortgage, claim, charge, security interest or
other encumbrance, option or other rights of any third person of any nature
whatsoever.
Permitted Liens: means (a) Liens for current taxes and assessments not yet
due, (b) inchoate mechanic's and materialman's liens for construction in
progress, (c) inchoate workman's repairman's, warehouseman's, customer's,
employee's and carrier's liens arising in the ordinary course of business.
Taxes: means all federal, state, local, foreign and other taxes or other
assessments, including, without limitation, all net income, gross income, gross
receipts, sales, use, ad valorem, transfer, franchise, profits, profit share,
license, lease, service, service use, value added, withholding, payroll,
employment, excise, production and/or severance, stamp, occupation, premium,
property, windfall profits, or other taxes of any kind whatsoever, together
with any interests, penalties, additions to tax, fines or other additional
amounts imposed thereon or related thereto, and the term Tax" means any one
of the foregoing Taxes.
Tax Returns: means all returns, declarations, reports, statements and other
documents of, relating to, or required to be filed in respect of, any and all
Taxes.
In addition to the foregoing definitions, other words or phrases are defined
in the provisions set forth below, and such defined words or phrases shall
have the meanings and definitions as are set forth in the following paragraphs
of this Agreement.
ARTICLE II
Purchase and Sale
2.1 Purchase and Sale of Shares. Upon the terms and conditions set forth in
this Agreement, at the Closing (as defined below), the Seller shall sell,
assign, transfer and deliver the Shares to the Buyer, and the Buyer shall
purchase and acquire the Shares. Upon delivery to the Buyer, the Shares shall
be duly endorsed for transfer by the Seller, and Seller shall deliver to Buyer
good title to the Shares free and clear of all Liens except Permitted Liens.
2.2. Purchase Price. The Purchase Price for the Shares shall be One Million
Eight Hundred Fifty Thousand Dollars ($1,850,000.00). Said Purchase Price shall
be paid by the combination of (i) a payment of Three Hundred Fifty Thousand
Dollars ($350,000.00) in cash paid by Buyer to Seller by bank cashiers check or
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by wire transfer funds at Closing, and (ii) the execution and delivery by Buyer
to Seller at Closing, and the payment of, the Promissory Note in the amount of
One Million Five Hundred Thousand Dollars ($1,500,000.00) which is attached
hereto as Exhibit A.
2.3. Purchase Price Adjustment. There is attached hereto as Exhibit B a
Preliminary Balance Sheet of OTMC as of March 31, 1999. Subject to and
excluding the Pipeline Imbalance referred to in Article IV, Paragraph 4.1(d)
below), Seller hereby warrants and represents that the Total Equity of OTMC
as reflected in Exhibit B is and shall be correct and accurate at and as of
March 31, 1999, plus or minus the amount of $100,000 and including the amount
of Goodwill as stated therein. As soon as is reasonably possible after Closing,
but not later than July 31, 1999, a final balance sheet as of March 31, 1999,
shall be prepared for OTMC and delivered to the parties by certified public
accountants who shall be selected by the mutual agreement of the parties and
who shall be paid for the preparation of said final balance sheet by OTMC.
Said final balance sheet shall be prepared in a manner and format consistent
with Exhibit B and shall include Goodwill the same as set forth in Exhibit B.
The amount of Total Equity of OTMC as reflected in said final balance sheet
shall then be subtracted from the amount of the Total Equity of OTMC as
reflected in Exhibit B in order to calculate the Total Equity Difference. If
the Total Equity of OTMC as reflected in the aforesaid final balance sheet is
greater that the Total Equity of OTMC as reflected in Exhibit B, or if the
Total Equity Difference is $100,000 or less, then there shall be no adjustment
in the Purchase Price. If the Total Equity Difference exceeds the amount of
$100,000, then the incremental amount by which the Total Equity Difference
exceeds the amount of $100,000 shall be referred to as the Equity Deficit. The
Buyer shall be entitled to recover the amount of the Equity Deficit so as to
adjust and reduce the Purchase Price.
2.4. Method of Recovery. The recovery by Buyer of the amount of any Equity
Deficit (and the recovery by Buyer of any indemnification as provided herein
below) shall be accomplished as follows. OTMC and Buyer shall comply with and
perform their obligations under Exhibit A, provided, however, Buyer and/or OTMC
may retain 75% of any payments which are due to Seller under Exhibit A until by
such retention Buyer has recovered and retained the amount of the Equity
Deficit (or any indemnification).
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ARTICLE III
Closing and Effective Date
3.1. Effective Date. This Agreement shall be and become fully effective on
the date on which it has been signed by the parties hereto.
3.2. Closing. The consummation of this Agreement ("Closing") shall occur at
such date, time, and place as the parties shall agree, provided, however,
Closing shall occur not later than April 23, 1999.
ARTICLE IV
Representations and Warranties
4.1 Representations and Warranties by Seller. Seller hereby represents and
warrants to the Buyer as follows:
(a) Organization and Good Standing. The Seller is a corporation duly
organized, validly existing and in good standing under the laws of the State
of Nevada and has full corporate power and authority to own, operate, and lease
its assets in the manner currently owned, operated and leased by it. OTMC is a
corporation duly organized, validly existing and in good standing under the
laws of the State of Nevada and has full corporate power and authority to
own, operate, and lease its assets in the manner currently owned, operated and
leased by it. The Shares constitute all of the issued and outstanding capital
stock of OTMC.
(b) Authority and Approval. The execution and delivery of the Agreement, the
performance of the terms and conditions hereof and the consummation of the
transactions contemplated hereby have been duly authorized and approved by all
requisite corporate action on the part of the Seller. This Agreement
constitutes the legal, valid and binding obligation of the Seller enforceable
against the Seller in accordance with its terms, subject to applicable
bankruptcy, insolvency or other similar laws relating to or affecting the
enforcement of creditors' rights generally and to general principles of equity.
(c) Title to Shares. The authorized capital stock of OTMC consists of 500,000
shares of common stock, of which 290,625 shares are issued and outstanding on
the date hereof. As of Closing, the Seller will own beneficially and of record
all of the Shares, free and clear of all Liens except Permitted Liens. The
Shares are not subject to any agreements or understandings with respect to the
voting or transfer of any of the Shares.
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(d) Pipeline Imbalance. There is a pipeline imbalance with Arco Pipeline OTMC
("Arco") of approximately 24,000 barrels of crude oil (the Pipeline Imbalance)
in favor of Arco. OTMC must repay the Pipeline Imbalance to Arco. Arco has
represented to OTMC that it will work with OTMC in order to permit OTMC to
repay to Arco the Pipeline Imbalance gradually in the future. The Pipeline
Imbalance owed to Arco is not reflected on Exhibit B, but the Pipeline
Imbalance is a liability of OTMC.
(e) Litigation. There exists only one lawsuit against Seller and OTMC. Said
lawsuit is in the 347th Judicial District Court of Nueces County, Texas, Case
No. 97-4967-H, filed by Koch Refining Company L. P. as Plaintiff ("the Koch
Lawsuit"). Seller and OTMC are insured against liability with respect to the
Koch Lawsuit, and the insurance carrier is vigorously defending said lawsuit.
If in the future OTMC incurs any liability as a result of the Koch Lawsuit
which is in excess of said insurance coverage, then the Seller shall indemnify
and hold OTMC harmless from and against, and shall reimburse OTMC for, the
amount of any such liability which is in excess of or is not covered by the
aforesaid insurance. If Seller is ever obligated to accomplish the
indemnification provided for in the preceding sentence, then that
indemnification shall be accomplished as set forth in Paragraph 2.4 above.
(f) Taxes.
(i) All material Tax Returns that are required to be filed (taking into
account all extensions) on or before the date of Closing for, by, on behalf
of, or with respect to OTMC have been timely filed with the appropriate
foreign, federal, state, or local taxing authorities, and, except for penalties
and/or interest related to previously past due production taxes, all Taxes shown
to be due and payable on such Tax Returns or related to such Tax Returns have
been timely paid in full.
(ii) All production and severance taxes are current and have been paid.
However, due to the previous late payment of production and severance taxes by
OTMC, there are or may be penalties and/or interest due and payable to the
State Comptroller of Texas by OTMC. The interest payable is reflected in
Exhibit B. The penalties payable are not reflected in Exhibit B. If penalties
are required to be paid to the State Comptroller of Texas by OTMC as a result
of the previous late payment of production and severance taxes, then Seller
shall indemnify and hold OTMC harmless for, and shall reimburse to OTMC, the
amount of any such penalties. If Seller is ever obligated to accomplish the
indemnification provided for in the preceding sentence, then that
indemnification shall be accomplished as set forth in Paragraph 2.4 above.
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(g) No Undisclosed Liabilities. Except for the Pipeline Imbalance described
above and any penalties which may be due to the State Comptroller of Texas by
OTMC as a result of the previous late payment of production and severance
taxes, OTMC has no material liabilities other than those that are reflected in
Exhibit B.
(h) No Brokers. OTMC has not employed or retained any investment banker,
broker, agent, finder, or any other party, or incurred any obligation for any
broker's fees, finder's fees, or commissions, with respect to the transactions
contemplated by this Agreement.
4.2 Representations and Warranties by Buyer. Buyer hereby represents and
warrants to the Seller as follows:
(a) Buyer is an individual and is entering into this Agreement on his own
behalf.
(b) Litigation. There are no material actions, suits, proceedings or
governmental investigations or inquiries pending, or to the knowledge of the
Buyer threatened, against the Buyer or the Buyer's respective properties,
assets, operations, or businesses that would prevent Buyer from entering into,
consummating, and performing this Agreement.
ARTICLE V
Covenants
5.1 Covenants by Seller. Until Closing, the Seller shall comply with, and
cause OTMC to comply with, the provisions set forth in the following
subparagraphs:
(a) OTMC shall conduct its business in the ordinary and usual course.
(b) The Seller shall promptly notify the Buyer of, and furnish to the Buyer,
any information that the Buyer may reasonably request.
(c) OTMC shall not amend its charter or bylaws.
(d) The Seller shall use its Best Efforts to maintain and preserve the
business of OTMC intact, to retain the present employees of OTMC so that they
will be available to work for OTMC after Closing, and to maintain existing
relationships with customers, suppliers, and others so that those relationships
will be preserved to and through Closing.
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(e) OTMC shall not sell, assign or dispose of any of its material assets or
properties, tangible or intangible, or incur or assume any liabilities or enter
into any sale/leaseback or similar transaction, except for sales and
dispositions made, or liabilities incurred, in the ordinary course of business
consistent with past practices.
(f) OTMC shall use its Best Efforts to maintain in full force and effect all
insurance currently in effect.
(g) Seller shall pay at Closing, as a reduction of the Accounts Payable of
OTMC, the fees and charges of Hagan Saca Hagan Law Corporation in the amount
of $41,637 for legal services provided by said law firm in the past to or for
the benefit of OTMC.
5.2 Access to Information. Prior to Closing, the Buyer may make such
investigation of the business and properties of OTMC as the Buyer may desire.
5.3 Notice to Vendors. Upon or immediately following Closing, Seller and Buyer
shall provide notice to all vendors and suppliers of OTMC of the sale of the
Shares from Seller to Buyer as in their judgment may be necessary or proper.
5.4 Cooperation. After Closing, the Seller shall cooperate with and assist the
Buyer in any reasonable way to accomplish a smooth transition in the ownership
and operations of OTMC.
5.5 Non-Competition. In consideration of the payment of the Purchase Price as
provided in this Agreement, Seller agrees that it will not within the three-
year period following Closing engage in any business which competes with the
business of OTMC, as that business exists at and as of Closing, within the
Permian Basin Area of the States of Texas and New Mexico.
5.6 Covenants by Buyer.
(a) Seller guarantees certain indebtedness of OTMC. Buyer agrees that, after
Closing, he shall use his Best Efforts to obtain the release of Seller as a
guarantor or any and all of the indebtedness of OTMC.
(b) After Closing, Buyer shall authorize, empower, and permit, and Buyer shall
cause OTMC to authorize, empower, and permit, Seller, its officers, directors,
agents, and employees (i) to communicate and negotiate with the office of the
State Comptroller of Texas for a resolution of the penalties and interest which
may be owed with respect to the previous late payment by OTMC of production
and/or severance taxes, and (ii) to communicate and negotiate with respect to
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the resolution or trial of the Koch Lawsuit. Subject to the prior approval of
Buyer and OTMC, which approval shall not be unreasonably withtheld, Seller
shall be authorized and empowered to enter into appropriate agreement for the
settlement and resolution of and with respect to (i) penalties and/or interest
owed by OTMC to the office of the State Comptroller of Texas, and (ii) the Koch
Lawsuit.
ARTICLE VI
Survival of Representations and Indemnifications
6.1 Scope of Representations. Except as and to the extent expressly set forth
in this Agreement, the parties make no representations, warranties, or
indemnities whatsoever, and disclaim all liability and responsibility for any
other representation, warranty, statement, or information made or communicated
(orally or in writing) to any other party (including, but not limited to, any
opinion, information or advice that may have been provided by any officer,
stockholder, director, partner, employee, agent, consultant, or representative
of any party).
6.2 Indemnification of the Buyer. Seller agrees to indemnify the Buyer against
any loss, cost, damage or expense incurred or sustained by Buyer arising out of
or resulting from any inaccuracy in or breach of any of the representations,
warranties, or covenants made by the Seller in this Agreement. If Seller is
ever obligated to accomplish the indemnification provided for in the preceding
sentence, then that indemnification shall be accomplished as set forth in
Paragraph 2.4 above.
6.3 Indemnification of the Seller. Buyer agrees to indemnify the Seller
against any loss, cost, damage or expense incurred or sustained by it arising
out of or resulting from any inaccuracy in or breach of any of the
representations, warranties, or covenants made by the Buyer in this Agreement.
ARTICLE VII
Closing
7.1 Obligations of Buyer. At Closing, the Buyer shall:
(a) Deliver to Seller a bank cashiers check in the amount of $350,000.00 made
payable to Oasis Oil Corporation.
(b) Deliver to Seller a fully executed original copy of Exhibit A.
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7.2 Obligations of Seller. At Closing, the Seller shall:
(a) Deliver the Shares, duly endorsed for transfer, to Buyer.
(b) Deliver to Buyer corporate books and records of OTMC.
(c) Deliver to Buyer the resignations of all current officers and directors
of OTMC.
(d) Deliver to Hagan Saca Hagan Law Corporation a bank cashiers check in
the amount of $41,637 in payment of fees and charges for legal services which
said law firm has provided in the past to and for the benefit of OTMC.
ARTICLE VIII
Termination of this Agreement
8.1 Termination. This Agreement may be terminated at any time prior to Closing
only by the mutual written agreement between the Seller and the Buyer.
8.2 Effect of Termination. Upon termination as provided immediately above, the
parties shall have no liability or further obligation arising out of this
Agreement.
ARTICLE IX
Notices
9.1 Notices. All notices and other communications hereunder shall be in
writing and shall be deemed given when delivered personally or when received
if sent by registered or certified mail, return receipt requested, or by
facsimile transmission, to the parties at the following addresses or at such
other address as a party may specify by like notice:
(a) If to the Seller, to: (b) If to the Buyer, to:
Mr. C. A. Beane, President Mr. Autry C. Stephens
Oasis Oil Corporation as an individual
1800 Saint James Place, Suite 101 110 N. Marienfeld Street, Suite 200
Houston, Texas 77056 Midland, Texas 79701
Phone (713) 627-8875 Phone: (915) 687-1575
Fax (713) 627-7430 Fax: (915) 687-2521
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ARTICLE X
Miscellaneous Matters
10.1 Expenses. Regardless of whether this Agreement is ever consummated,
each of the parties shall be responsible for his or its own expenses and fees
incurred in connection with the preparation of this Agreement and the
transactions contemplated herein.
10.2 Other Miscellaneous Provisions.
(a) Choice of Law. This Agreement shall be governed by the internal laws of
the State of Texas. The exclusive venue for any litigation arising out of or
related to this Agreement shall be Harris County, Texas.
(b) Severability. If any term or provision of this Agreement is ever
determined by a court or other forum of competent jurisdiction to be invalid,
illegal, or incapable of being enforced by any rule of law or public policy,
said term or provision shall be stricken from this Agreement and all other
terms, conditions, and provisions of this Agreement shall remain in full force
and effect. Upon any such determination that any term or other provision of
this Agreement is invalid, illegal, or incapable of being enforced, the parties
hereto shall negotiate in good faith to modify this Agreement so as to effect
the original intent of the parties as closely as possible in a lawful manner.
(c) Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of
which together shall constitute but one and the same agreement.
(d) Further Assurances. At Closing and at other times thereafter, Seller and
Buyer agree to take such action, and to prepare, sign, and deliver or cause
to be delivered such papers, agreements, documents, or records as may be
reasonably requested or required in order to and for the purpose of carrying
out and implementing this Agreement.
(e) Incorporation of Exhibits. The Exhibits identified in this Agreement and
attached hereto are incorporated herein by reference and made a part hereof.
(f) Successors and Assigns. This Agreement shall be and it is binding upon the
successors and assigns of the parties.
(G) Time is of Essence. Time is of essence in the performance of all of the
terms and conditions of this Agreement, including Exhibit A.
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SIGNATURES:
IN WITNESS WHEREOF, the undersigned have executed this Agreement on and as of
the dates set forth below.
Dated: Dated:
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OASIS OIL CORPORATION
By:
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C. A. Beane, as President AUTRY C. STEPHENS
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ADDENDUM TO STOCK PURCHASE AGREEMENT
This is an Addendum to that certain Stock Purchase Agreement (the
"Agreement") by and between Oasis Oil Corporation ("Seller") and Autry C.
Stephens ("Buyer"), which Agreement is scheduled to close not later than
Friday, April 23, 1999. This Addendum adds to and amends, modifies, and
changes the Agreement as set forth below.
1. The parties hereby agree that the Pipeline Imbalance described in
Paragraph 4.1(d) of the Agreement shall not exceed 24,000 barrels of oil
(hereinafter referred to as the "Maximum Imbalance"). If it is finally
determined in the future by the agreement of Buyer, Seller, and Arco that the
Pipeline Imbalance exceeds the Maximum Imbalance, then Seller shall repay in
kind to Buyer that number of barrels of oil by which the actual Pipeline
Imbalance exceeds the Maximum Imbalance (which is hereinafter referred to as
the "Excess Imbalance"). In order to accomplish said repayment in kind,
Seller shall purchase oil and shall deliver it to or for the benefit of Buyer.
Said repayment in kind shall take place at the rate of not more than 1,000
barrels of oil per month. The first repayment in kind shall be made by Seller
to Buyer during the first calendar month after Buyer, Seller, and Arco agree
and determine the actual amount of the Pipeline Imbalance and that the
Pipeline Imbalance exceeds the Maximum Imbalance. Said repayment in kind
shall continue month by month thereafter until the Excess Imbalance has been
repaid by Seller to Buyer in full. This repayment in kind of the Excess
Imbalance shall be an exception to the provisions of Paragraph 2.4 of the
Agreement.
2. The final clause of Paragraph 3.2 of the Agreement shall be, and it
is hereby, changed, amended, and modified to provide that Closing is intended
to occur on April 23, 1999, but shall occur not later than April 26, 1999.
3. The Koch Lawsuit described in Paragraph 4.1(e) of the Agreement has
been settled within the limits of the insurance of Seller. Certain documents
and legal proceedings will be required in the future to implement and conclude
that settlement. Buyer and OTMC agree to said settlement and, pursuant to
clause (ii) of the first and second sentences of Paragraph 5.6(b) of the
Agreement, Seller is authorized to implement and conclude said settlement.
4. Except as added to, changed, amended, or modified as set above, the
Agreement and all of the promises, provisions, covenants, terms, and
conditions thereof shall and do remain in full force and effect.
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IN WITNESS OF THE FOREGOING, the parties have signed this Addendum on
the dates set forth below.
Dated: Dated:
----------------------- -------------------
OASIS OIL CORPORATION BUYER
as Seller
C. A. Beane, as President AUTRY C. STEPHENS
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ADDENDUM NO. 2 TO STOCK PURCHASE AGREEMENT
This is Addendum No. 2 to that certain Stock Purchase Agreement
(the"Agreement") by and between Oasis Oil Corporation, a Nevada corporation,
(hereinafter referred to as "Seller"), and Autry C. Stephens, an individual,
(hereinafter referred to as the "Buyer"), which Agreement was executed by the
parties on April 23, 1999. This Addendum No. 2 adds to, amends, modifies, and
changes the Agreement as set forth below.
1. Buyer may wish to make an election under Section 338 of the Internal
Revenue Code with respect to the Agreement, which election may have tax
consequences for Seller and to which election Seller must consent.
2. For and in consideration of the agreements contained herein, Seller
agrees to consent to an election under Section 338 of the Internal Revenue
Code by Buyer with respect to the Agreement, and to sign and deliver any
appropriate documents to signify such consent.
3. As consideration for the consent by Seller to an election under
Section 338 of the Internal Revenue Code by Buyer with respect to the
Agreement, for all purposes with respect to the preparation by a certified
public accountant of a final balance sheet of OTMC as of March 31, 1999 as set
forth in Paragraph 2.3 of the Agreement, under "ASSETS" of the final balance
sheet, the category "PROPERTY AND EQUIPMENT", and each item listed therein and
the amount and value of each item listed therein, shall be the same or more in
the final balance sheet as those items are shown in Exhibit B to the
Agreement, and the line item "TOTAL PROPERTY AND EQUIPMENT" and the amounts
thereof shall be the same or more in the final balance sheet as those items
are shown in Exhibit B to the Agreement (that is, in the final balance sheet,
the amount of "TOTAL PROPERTY AND EQUIPMENT" shall be $1,581,887 or more).
4. Except as set forth above, the Agreement and all of the provisions
thereof shall and do remain in full force and effect.
IN WITNESS WHEREOF, the undersigned have executed this Addendum No. 2 on
and as of the dates set forth below.
Dated: Dated:
------------------------ ------------------------
OASIS OIL CORPORATION, BUYER
as Seller
By:
------------------------- ------------------------
C. A. Beane, as President AUTRY C. STEPHENS
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ADDENDUM NO. 3 TO STOCK PURCHASE AGREEMENT
This is Addendum No. 3 to that certain Stock Purchase Agreement (the
"Agreement") by and between Oasis Oil Corporation, a Nevada corporation,
(hereinafter referred to as "Seller"), and Autry C. Stephens, an individual,
(hereinafter referred to as the "Buyer"), which Agreement was executed by the
parties on April 23, 1999. This Addendum No. 3 adds to, amends, modifies, and
changes the Agreement as set forth below.
1. For all purposes with respect to the Balance Sheet of OTMC as of
March 31, 1999, as set forth in Paragraph 2.3 of the Agreement, under "ASSETS"
of the final balance sheet, the category "PROPERTY AND EQUIPMENT" does not
contain the following equipment owned by Seller and utilized by OTMC's
employee, Kimberly Brooks, for royalty revenue processing and payment having a
total value of $13,559. This equipment is being transferred from Seller to
Buyer as a courtesy to aid in the smooth transition and continuation of OTMC's
business.
<TABLE>
<S> <C>
Computer $ 3,000
Levin Revenue Software 7,000
Hewlett Packard Laser Printer 4000se 1,223
Custom Programing for Run Ticket
Export to GE Code System 2,336
--------
TOTAL VALUE $13,559
========
</TABLE>
2. Except as set forth in Paragraph 1 hereof immediately above, the
Agreement and all of the provisions thereof shall and do remain in full force
and effect.
IN WITNESS WHEREOF, the undersigned have executed this Addendum No. 3 on
and as of the dates set forth below.
Dated: Dated:
-------------------------- --------------------------
OASIS OIL CORPORATION, BUYER
as Seller
By:
---------------------- --------------------------
C. A. Beane, President Autry C. Stephens
Page 17 of 20
<PAGE> 18
Exhibit A
PROMISSORY NOTE
For value received under and pursuant to that certain Stock Purchase
Agreement by and between Oasis Oil Corporation and Autry C. Stephens dated on
April 23, 1999, and subject to the terms and conditions of said Agreement,
Autry C. Stephens ("Payor") does hereby promise to pay to Oasis Oil
Corporation ("Payee"), or to its order, the sum of One Million Four Hundred
Fifteen Thousand Dollars ("the Total Sum"). The Total Sum includes any
interest which may be allocated or imputed.
This Note supersedes and replaces a Promissory Note that was executed by
Payor in favor of Payee on April 23, 1999, in the amount of One Million Five
Hundred Thousand Dollars and recognizes that the sum of $85,000 has already
been paid under that previous Promissory Note. Upon the execution by Payor of
this Note, that previous Promissory Note is and becomes void and of no further
force or effect.
The Total Sum shall be payable as follows. Beginning with or for August
20, 1999, and on the twentieth day of each month thereafter for a total of 20
months (including August, 1999) to or through and including March 2001, Payor
shall pay to Payee the sum of $45,000, which 20 monthly payments shall equal
in the aggregate the total sum of $900,000. In addition, on the twentieth day
of April 2001, Payor shall make a final payment to Payee of the then remaining
unpaid balance of the Total Sum in the full amount of $515,000. The aforesaid
monthly payments of $45,000 each together with the final payment of $515,000,
when they shall have been made and paid and received by the Payee, shall fully
pay and discharge this Note.
All payments on this Note shall be in United States Dollars. This Note
may be prepaid in whole or in part at any time, provided, however, a partial
repayment shall not abate or reduce the monthly payments specified above until
the Note is paid in full. If any payment is not made when due, then at the
option of the Payee, the entire unpaid balance due hereunder may be
accelerated and in that case shall be and become immediately due and payable
in full. If any lawsuit or legal action is ever initiated or undertaken to
collect or construe this Note or provisions of the aforesaid Stock Purchase
Agreement, whether in law or in equity and including any bankruptcy or
insolvency proceeding, then, in addition to all other relief awarded in such
action, the prevailing party shall be entitled to an award of reasonable
attorneys fees incurred therein. Payor shall provide current financial
statements to Payee at any time the Payee requests them.
Dated: August, , 1999 AUTRY C. STEPHENS ("Payor")
-----------
Page 18 of 20
<PAGE> 19
Exhibit B
OASIS TRANSPORTATION AND MARKETING CORPORATION
BALANCE SHEET
March 31, 1999
<TABLE>
<S> <C>
ASSETS
Cash 244,242
A/R - Trade 3,105,504
Inventory - Crude Oil 8,910
Inventory - Diesel 7,343
Prepaid Expenses:
Federal Hwy Use Tax 1,421
Insurance 17,124
Payroll 26,250
Vehicle License Renewal 8,113
---------
TOTAL CURRENT ASSETS 3,418,907
PROPERTY AND EQUIPMENT
Shop Equipment 34,217
Yard, Equipment, Tanks 333,294
Computers & Software 2,000
Furniture & Fixtures 13,581
Tractors & Trailers 1,109,663
Automobiles & Pickups 89,132
---------
TOTAL PROPERTY AND EQUIPMENT 1,581,887
OTHER ASSETS
Deposits 1,041
Goodwill 435,563
---------
TOTAL OTHER ASSETS 436,604
---------
TOTAL ASSETS 5,437,398
=========
</TABLE>
Page 19 of 20
<PAGE> 20
EXHIBIT B
OASIS TRANSPORTATION AND MARKETING CORPORATION
BALANCE SHEET
March 31, 1999
<TABLE>
<S> <C>
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts Payable - Trade 92,037
A/P - Oil Purchases 2,939,344
A/P - Marketing/Trade 204,467
N/P - United European Bank 100,000
Accrued Property Taxes 1,107
Accrued Payroll 64,000
Production Taxes Payable 133,500
---------
TOTAL CURRENT LIABILITIES 3,534,455
NON-CURRENT LIABILITIES
Suspense 185,823
N/P - GECC 330,049
N/P - Automobile - Buick 20,024
N/P - Equipment - Chevrolet Pickup 12,303
N/P - Equipment - GMC Pickup 18,993
N/P - Equipment - Macks 164,364
N/P - Equipment - Macks/Polars 398,143
---------
TOTAL NON-CURRENT LIABILITIES 1,129,699
EQUITY
Common Stock/Paid in Capital 383,500
Additional Paid in Capital 389,744
---------
TOTAL EQUITY 773,244
---------
TOTAL LIABILITIES AND EQUITY 5,437,398
=========
</TABLE>
Page 20 of 20
