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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): August 30, 1997
HORIZON PHARMACIES, INC.
(Exact name of registrant as specified in its charter)
TEXAS 333-25257 75-2441557
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
275 WEST PRINCETON DRIVE
PRINCETON, TEXAS 75407
(Address of Principal Executive Offices) (Zip Code)
(972) 736-2424
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 30, 1997, the registrant, HORIZON Pharmacies, Inc.
("Registrant"), acquired substantially all of the assets of McCosh Drug, Inc.
("McCosh Drug") comprising primarily pharmacy files, equipment, inventory and
supplies. The Registrant acquired the assets through arm's-length negotiations
with McCosh Drug and its sole shareholder, Donald McCosh.
Prior to this transaction, no material relationships existed between McCosh
Drug and the Registrant or any of its affiliates, any director or officer of the
Registrant, or any associate of such director or officer.
The consideration for the acquisition consisted of $250,000 cash and a
promissory note in the amount of $621,418.02 payable over 84 months in equal
monthly installments bearing interest at 9% per annum. The cash portion of the
purchase price was derived from proceeds of the Registrant's initial public
offering which closed July 11, 1997.
The Registrant intends to continue McCosh Drug's retail pharmacy operations
under the HORIZON Pharmacies, Inc. name. In connection therewith, the
Registrant has secured a real estate lease covering McCosh Drug's current retail
location and has secured a valid Nebraska license to do business at that
location under the HORIZON Pharmacies, Inc. name.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
It is impracticable at this time to provide the required financial
statements of the acquired business described in Item 2. This information will
be provided within 60 days by an amendment to this report.
(b) PRO FORMA FINANCIAL INFORMATION.
See (a) above.
(c) EXHIBITS.
The following exhibits are filed with this report:
Exhibit No. Name of Exhibit
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2 Purchase Agreement dated August 30, 1997 by and between
McCosh Drug, Inc. and HORIZON Pharmacies, Inc.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
REGISTRANT:
HORIZON PHARMACIES, INC.
Date: September 8, 1997 By: /s/ Ricky D. McCord
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Ricky D. McCord, President
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INDEX TO EXHIBITS
Appears at
Exhibit Sequentially
Number Description Numbered Page
------ ----------- -------------
2 Purchase Agreement dated August 30, 1997 by and 5
between McCosh Drug, Inc. and HORIZON
Pharmacies, Inc.
Page 4
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PURCHASE AGREEMENT
AGREEMENT made the 30 day of AUGUST, 1997 between MCCOSH DRUG, INC.
having an office at 1400 10th STREET, GERING, NEBRASKA 69341 (hereinafter
referred to as the "Seller"), and HORIZON PHARMACIES, INC., a Texas
Corporation, having offices located at 275 W. Princeton Drive, Princeton
Texas, 75407 (hereinafter referred to as the "Buyer").
W I T N E S S E T H
WHEREAS, the Seller and the Buyer have reached an agreement, in
accordance with the terms and conditions herein below set forth, with respect
to the sale by the Seller and the purchase by the Buyer of certain of the
assets of the Seller utilized in connection with and as part of the retail
drug store operations of the Seller known as MCCOSH DRUG, INC. (hereinafter
referred to as the "DRUG STORE") and desire to reduce said agreement in
writing;
NOW, THEREFORE, THE PARTIES AGREE:
1. SALE OF ASSETS.
1.1 For the purpose of this Agreement, Seller agrees to sell
to Buyer as is certain assets of the Drug Store (hereinafter
referred to as the "Drug Store Assets"), which the Buyer hereby
agrees to purchase. Such assets include and are hereby limited to:
A. INVENTORY. All of the marketable inventory held for retail sale
by the Seller and located at the Drug Store; and
B. PRESCRIPTION FILES INCLUDING ALL CUSTOMER AND PATIENT
LISTS AND PATIENT PROFILES. All prescription files and patient
profiles of Seller located at and pertaining to prescription
customers of the Drug Store.
C. ALL FIXTURES AND EQUIPMENT. All Rx, OTC, and DME
fixtures and equipment owned by Seller (computer/peripherals,
registers, refrigerator, typewriter, Microfiche, etc.) located at
the Drug Store, and all telephone equipment, and all miscellaneous
shelving, counters and supplies belonging to Seller as listed on
Exhibit A attached hereto and made a part hereof.
D. STORE TELEPHONE NUMBER(S). All telephone numbers of the Drug
Store location shall be transferred to Buyer.
E. SUPPLIES. All bottles, vials, ointment jars, and
other usable supplies of Seller located at the Drug Store location
and at Seller cost.
F. ASSETS NOT PURCHASED. Buyer shall not purchase any consigned
merchandise or layaway items.
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2. PURCHASE PRICE.
2.1 The total purchase price to be paid by the Buyer for the Drug Stores
Assets shall be computed, but not allocated, as follows:
Furniture, Fixtures, Prescription Files, Patient Profiles,
Customer List, Telephone System/Numbers, Computer $208,000.00
hardware/software, $190,000.00 + $18,000.00 additional consideration,
1980 Datsun kingcab pick up
2.2 An amount equal to the aggregate value of the marketable inventory as
determined in the physical inventory described in paragraph 5 below.
2.3 Buyer will purchase accounts receivable based on the following
evaluation:
Individual Charge Accounts
0-60 days balances at 100%
61-90 days balances at 75%
Any individual charge accounts outstanding for more than 90 days shall
be retained by the Seller.
3. ALLOCATION OF PURCHASE PRICE.
The purchase price shall be allocated on the attached closing statement,
signed by both Buyer and Seller.
4. PAYMENT OF PURCHASE PRICE.
4.1 Subject to the following provisions, the purchase price hereafter
shall be paid as follows:
4.1 (a) Cash at the closing equal to $250,000.00 less $1,000 escrow
deposit.
4.1 (b) A note at the closing equal to the purchase price less
cash in Sections 4.1(a) bearing interest at the rate of
NINE (9) percent. The note is due and payable in EIGHTY
FOUR (84) equal consecutive monthly installments, the first
installment will be due October 1, 1997. The Note will be
executed by Buyer and payable to the order of Seller. It
will be secured by the inventory, equipment, fixtures,
furniture, prescription files, patient files, customer
lists, and telephone numbers of the said DRUG STORE.
Buyer must maintain during the term of this Agreement
$400,000.00 for the Rx (Prescription) & Retail Store
Inventory.
4.1 (c) Because McCosh Drug is being sold close to the Christmas
season, merchandise has already been ordered and, not
only put floor display, but is earmarked for the
Christmas season. This apply to the following accounts:
Vandel Drug
Enesco Merchandise
Ideation Merchandise
Roman Merchandise
Department #56 Merchandise
Hallmark
Any and all inventory earmarked for the Christmas season from
the above accounts will be itemized and submitted to the Buyer
in amounts which will be determined as of September 1, 1997.
The total of these inventory items for
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Christmas merchandise as of September 1, 1997, will be
deducted from the note payable which is the subject of
the purchase price of this Agreement.
From September 1, 1997, and thereafter, the Seller anticipates receiving
additional invoices and other billings from the above vendors for the
Christmas season. Because the Seller has a contract with these companies,
Seller will pay these statements and then bill the Buyer at cost for this
particular inventory. Buyer agrees to reimburse the Seller for this inventory
which is not part of the purchase price, and which will not reduce the total
inventory from the sale of McCosh Drug for this particular merchandise by
November 15, 1997.
4.1 (d) The amount of retail store inventory and Rx inventory
verification will be made by Buyer to Seller each year
during the term of the Promissory Note (referred to in
4.1 (b)) thirty (30) days after the date of the
Buyer's annual inventory.
4.2 (e) In the event the Drug Store and prescription
inventory is not maintained at the levels referred to
in Section 4.1 (b), this will be considered a default
by the Buyer of the terms and conditions of this
Agreement.
5. INVENTORY.
5.1 A physical inventory shall be taken at the Drug Store by
RGIS INVENTORY SPECIALISTS on the closing date. Each party shall
pay one-half (1/2) of the inventory expense. Seller's portion will
be deducted from closing statement.
5.2 For purposes of this Agreement, marketable inventory is all of the
Seller's inventory, except the following:
(a) DAMAGED MERCHANDISE. Damaged merchandise, including but
not limited to, items which are shopworn, faded (including faded
labels) or subject to visible deterioration; and
(b) UNSALABLE MERCHANDISE. Unsalable merchandise, that is
items which are obsolete, or which have an expired expiration date
or which have been discontinued by the manufacturer; and
(c) PRESCRIPTION MERCHANDISE AND OVER-THE COUNTER DRUGS. The
following exclusions, in addition to the exclusions set forth
above, shall be applicable to prescription merchandise and
over-the-counter drugs:
(i) Any partial container with expired dating within thirty (30)
days;
(ii) Any full, sealed containers (aa) with expired dating,
(iii) Filled prescriptions over one month old;
5.3 The marketable inventory shall be valued, for purposes of this
agreement, as follows
(a) The marketable prescription inventory will be taken at acquisition
cost.
(b) Non-prescription merchandise will be taken at acquisition cost. If
no acquisition cost exists, then the following formula will apply to
the merchandise.
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CATEGORY COST (% OF RETAIL)
HBA Retail price less 25%
OTC Retail price less 25%
Gifts Retail price less 50%
Cards Retail price less 50%
Cosmetics Retail price less 40%
Watches Retail price less 40%
Cameras Retail price less 20%
Fragrances Retail price less 20%
Candy (box) Retail price less 35%
Candy (loose) Retail price less 25%
Jewelry Retail price less 50%
Miscellaneous Retail price less 30%
Seasonal Merchandise Retail price less 50%
6. REPRESENTATIONS AND WARRANTIES BY SELLER.
6.1 The Seller does hereby represent and warrant as follows:
A. AUTHORITY. The execution, delivery and performance of
this agreement by Seller has been duly authorized by all necessary
entity action and constitutes a legal, valid, and binding
obligation on Seller enforceable in accordance with its terms.
B. TITLE TO PROPERTIES. The Seller has good and marketable
title to all of the Drug Store assets to be transferred
hereunder, free and clear of all mortgages, liens, encumbrances,
pledges, or security interests of any nature whatsoever, except for
secured debts, if any, listed on Exhibit B attached hereto which
shall be satisfied and released at or prior to closing. The Seller
has received no notice of violation of any applicable law,
regulation or requirement relating to the retail Drug Store
business operation or Drug Store assets to be transferred
hereunder; and as far as known to the Seller, no such violation
exists.
C. CONTRACTS. Seller is not party to any contract,
understanding or commitment whether in the ordinary course of
business or not, relating to the conduct of business by Seller from
the Drug Store which contract, understanding or commitment shall
extend beyond the closing date for the Pharmacy Location except the
real estate lease, Pitney Bowes mail machine, In-store music
system. Seller is not party to any contractual agreement or
commitment to individual employees which may not be terminated at
the will of Seller.
D. LITIGATION. To the best of Seller's current actual
knowledge there is no suit, action, proceeding, investigation,
claim, complaint or accusation pending or, threatened against or
affecting Seller or the Assets or to which Seller is a party, in
any court or before any arbitration panel of any kind or before or
by any federal, state, local, foreign, or other governmental
agency, department, commission, board, bureau, instrumentality or
body which would have a materially adverse affect on the financial
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condition of Seller, and to the best knowledge and belief of
Seller, there is no basis for any such suit, action, litigation,
proceeding, investigation, claim, complaint or accusation. There is
no outstanding order, writ, injunction, decree, judgment or award
by any court, arbitration panel or governmental body against or
affecting Seller with which Seller is not currently in compliance.
E. EMPLOYEES.
(a) To the best of Seller's actual knowledge, the Seller is in full
compliance with all wage and hour laws, and is not engaged in any
unfair labor practice or discriminatory employment practice and no
complaint of any such practice against Seller is filed or
threatened to be filed with or by the National Labor Relations
Board, the Equal Employment Opportunity Commission or any other
administrative agency, federal or state, that regulates labor or
employment practices, nor is any grievance filed or threatened to
be filed against Seller by any employee pursuant to any collective
bargaining or other employment agreement to which Seller is a
party. To the Seller's best knowledge and belief is in compliance
with all applicable federal and state laws and regulations
regarding occupational safety and health standards and has received
no material complaints from any federal or state agency or
regulatory body alleging violations of any such laws and
regulations.
(b) The employment of all persons and officers employed
by Seller is terminable at will without any penalty or severance
obligation of any kind on the part of the employer. All sums due
for employee compensation and benefits and all vacation time owing
to any employees of Seller have been duly and adequately accrued
the accounting records of Seller. All benefits such as vacation
accrued and earned by employees up to the closing date is
responsibility of the Seller. All benefits accrued and earned
after the closing date will become the financial responsibilities
of the Buyer. To the Seller's best knowledge, all employees of
Seller are either United States citizens or resident aliens
specifically authorized to engage in employment in the United
States in accordance with all applicable laws.
F. TAXES.
(a) Seller has duly filed all required federal, state,
local, foreign and other tax returns, notices, and reports
(including, but not limited to, income, property, sales, use,
franchise, capital, stock, excise, added value, employees' income
withholding, social security and unemployment tax returns)
heretofore due; and to Seller's best knowledge all such returns,
notices, and reports are correct, accurate, and complete.
(b) All deposits required to be made by Seller with respect
to any tax (including but not limited to, estimated income,
franchise, sales, use, and employee withholding taxes) have been
duly made.
(c) All taxes, assessments, fees, penalties, interest and other
governmental charges which have become due and payable have been
paid in full by Seller or adequately reserved against on its books
of account and the amounts reflected on such books are to the best
belief and knowledge of Seller sufficient for the payment of all
unpaid federal, state, local, foreign, and other taxes, fees, and
assessments, and all interest and penalties thereon with respect to
the periods then ended and or all periods prior thereto. Seller
hereby agrees to indemnify and hold harmless Buyer from and against
any and all liability, claims, or causes of action for any unpaid
taxes, or other assessments due and owing to any federal, state, or
local governmental entity arising out of the business of Seller
prior to the closing date.
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(d) Buyer shall pay any and all Sales, Use, and Transfer Taxes, if
any, arising out of the assets which are the subject of this sale.
(e) Seller shall pay any and all personal property taxes for
prior years attributable to the property being transferred hereby
prior to closing.
(f) The parties shall pro rate at Closing anticipated personal
property taxes as of the date of Closing based upon last year's
property tax statement and will be deducted from Seller at closing.
G. INDEMNIFICATION.
(a) Buyer agrees to indemnify and hold Seller harmless from any and
all liabilities concerning or otherwise connected with the conduct or
operation of the Buyer's business on the premises as of closing date.
(b) Seller agrees to indemnify and hold Buyer harmless from any and
all liabilities concerning or otherwise connected with the conduct or
operation of the Seller's business on the premises on or before the
closing date.
7. CONDITIONS PRECEDENT.
7.1 All obligations of Seller under this Agreement are subject to the
fulfillment, prior to or at the closing, of each of the following
conditions (unless waived in writing by Buyer).
A. REPRESENTATIONS. The representations and warranties of Seller
contained in this Agreement shall not only have been true and
complete as of date of this Agreement, but shall also be true and
complete as though again made as of the date of closing.
B. COMPLIANCE. The Seller shall have performed and complied with
all terms and conditions required by this Agreement to be performed
or complied with by it prior to or at the closing.
C. CONSENTS. All necessary consents to the transfer of the Drug
Store assets have been obtained from vendors and partners if any.
7.2 Buyer acknowledges that it has examined the properties,
assets, and financial records of the Seller covered by this
Agreement, and is purchasing the same in an "as is" condition.
8. LIABILITIES NOT ASSUMED BY BUYER.
8.1 It is expressly understood and agreed that Buyer shall
not, by virtue of this Agreement, the consummation of the
transactions contemplated herein or otherwise, assume any
liabilities or obligations of the Seller or any liabilities or
obligations constituting a charge, lien, encumbrance or security
interest upon the Drug Store assets to be transferred hereunder,
regardless of whether such liabilities or obligations are absolute
or contingent, liquidated or unliquidated or otherwise.
8.2 It is expressly understood and agreed that Seller shall not by virtue
of this Agreement, a consummation of the transaction contemplated
herein or otherwise, assume any liabilities or obligations of the
Buyer or any liabilities, or obligations constituting a charge,
lien, encumbrance, or security interest upon the Drug Store assets
to be transferred hereunder, regardless of whether such liabilities
or obligations are absolute or contingent, liquidated or
unliquidated , or otherwise, on or after SEPTEMBER 1, 1997
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8.3 Seller hereby indemnifies the Buyer, its officers, directors, and
controlling persons against any liability for any fee or commission
payable to any broker, agent or finder retained by Seller with
respect to any transaction contemplated by this agreement.
9. CLOSING.
9.1 The closing shall take place on or before AUGUST 30, 1997
at Buyer's discretion, but in no event later than SEPTEMBER 27,
1997, at the Drug Store location.
A. TO BE DELIVERED TO BUYER. The Seller shall deliver to
Buyer a Bill of Sale, which shall be effective to vest in Buyer
good and marketable title to the Drug Store Assets, free and clear
of all mortgages, security interest, liens, encumbrances, pledges
and hypothecation of every nature and description, except the
Security interest securing Buyer's Note to the Seller.
B. TO BE DELIVERED TO SELLER. The Buyer shall deliver to
the Seller a Cashier's check for the cash portion of the purchase
price less $1,000 Escrow amount, and Buyer's promissory note
described in Paragraph 4.1 hereof, and the Security instruments
required by section 4.1 (b).
10. INDEMNITY BY SELLER.
10.1 The Seller hereby agrees to indemnify and hold harmless Buyer against
and in respect of:
A. LIABILITY OF THE SELLER. All liabilities and obligations
of the Seller, of every kind and description, regardless of
whether such liabilities or obligations are absolute or
contingent, liquidated or unliquidated, accrued or otherwise,
and regardless of now and when the same may have arisen, which are
asserted against Buyer as a result of this Agreement or the
consummation of the transaction contemplated herein.
B. CLAIMS UPON ASSETS. All claims against, or claims of
any interest in, or of a lien or encumbrance or the like upon any
or all of the Drug Store assets to be transferred hereunder by the
Seller to Buyer which are caused or created by indemnifying party.
C. The buyer will indemnify the Seller for all claims against the
Assets for any period after the closing date. The Buyer further
indemnifies the Seller for break or leases and dissatisfied
customer claims caused by HORIZON for any period after the closing
date.
11. SURVIVAL OF REPRESENTATIONS, WARRANTIES & INDEMNIFICATIONS.
11.1 All of the covenants, representations, warranties and
indemnification of the parties set forth in this Agreement shall
survive the closing date hereof.
11.2 All outstanding business transactions prior to the closing
date are credited to the Seller. All business acquired on or after
the closing date belong to the HORIZON Pharmacies, Inc. including
any insurance payments made to the existing NABP, State Welfare
number(s), and/or contract(s) as long as the date of service is on
or after the closing date.
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11.3 Seller agrees to allow Buyer and Buyer's accountants access to books
and records so Buyer can conduct a financial audit of year 1996 and
1997 up to point of closing at Buyer's expense.
11.4 CLOSING DAY BUSINESS. Seller retains all business transactions done
on the day of closing. Any business transactions occurring after the
day of closing shall be owned by the Buyer.
12. RISK OF LOSS.
12.1 The risk of loss of damage of Drug Store assets to be conveyed
hereunder shall be upon Seller until the closing hereof.
13. NON-COMPETE COVENANT OF SELLER.
13.1 In consideration of the purchase price herein above stated
in paragraph 2 of which up to $ 50,000.00 is allocated to this
covenant not to compete DON MCCOSH hereby agrees that for a period
of six (6) years after the date of closing hereunder will not,
directly or indirectly, through a subsidiary, joint venture
arrangement or otherwise, conduct or assist another party other
than the Buyer in conducting or managing any operation which has as
its purpose what is generally known as a retail pharmacy, or
Nursing Home or IV operation or DME operation within the city
limits of GERING, NE or have any equity investment in such
operation. This non-compete entitles DON MCCOSH to perform work as
employee of HORIZON Pharmacies, Inc. Furthermore, This non-compete
clause does not prohibit DON MCCOSH from performing duties such
as relief pharmacist at other pharmacies for up to one (1) day per
week. The parties hereby recognize and acknowledge that the
territorial and time limitations contained in this paragraph are
reasonable and properly required for the adequate protection of the
business to be conducted by Buyer with the assets and properties to
be transferred hereunder and cannot be changed except by written
permission of Buyer.
13.2 The parties recognize that, in the event of a breach by
Seller of any of the provisions of this paragraph, the remedy of
law alone would be inadequate and, accordingly, Buyer, (in addition
to damages), shall be entitled to an injunction restraining Seller
from violating the covenants herein contained.
13.3 It is the intention of the Seller and the Buyer that the
execution of these covenants not to compete be considered as
materially significant and essential to the closing of this
Agreement, and that such covenants are a material portion of the
purchase price set forth herein above.
14. DEFAULT.
14.1 In the event of default by the Buyer in the performance of
any of the terms and conditions of this Agreement, the Seller may,
at its option, on thirty (30) days written notice to Buyer of any
default hereunder, declare the unpaid portion of the purchase
price, together with accrued interest thereon, if any, due and
payable, and thereupon, the Seller may proceed to collect from the
Buyer the balance due or retake possession of all property and
assets which are the subject of this sale or security agreement,
wherever they may be found, with or without legal process, and hold
the same free of all claims of the Buyer.
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14.2 Buyer shall indemnify Seller against any and all claims,
demands, losses, costs, obligations, and liabilities that Seller
may incur or suffer as a result of Buyer's breach of any
agreement, covenant, or warranty in this Agreement. Buyer shall
further indemnify Seller against any claim or losses resulting
from Buyer's breach of or failure to perform, after the closing
date, any duty or obligation of Seller under any contract,
lease, loan agreement, or other agreement to which Seller is a
party or by which Seller is otherwise bound at the closing date,
but only to the extent that Buyer expressly assumes such duties
or obligations hereunder.
14.3 In the enforcement of the Seller's rights, Buyer hereby authorizes
Seller to enter on the premises, with or without notice, and take
possession of the property and dispose of the same as Seller may
see fit and proper, the Buyer waiving any right of action arising
out of such entry and seizure of the property, together with
reasonable attorney's fees, expenses, and costs which Seller may
incur incidental to the enforcement of his rights under this
Agreement.
14.4 In the event of a default or breach of any of the provisions of
this Agreement, the Seller may, at its option, in addition to
the above terminate the lease of the building by between Donald
and Ruth McCosh, husband and wife, as Lessors, to Horizon
Pharmacies, Inc., Lessee. Buyer also has the right to cancel
the employment agreement between Horizon Pharmacies, Inc., and
Donald McCosh. In the event of a default by the Buyer in the
performance of any of the terms and conditions of this
Agreement, the covenant not to compete between Horizon
Pharmacies, Inc., and Donald McCosh and McCosh Drug will become,
at Seller's option, completely voided.
15. ASSIGNMENT/TRANSFER OF BUYER'S RIGHTS.
15.1 Buyer's interest in this Agreement shall not be sold, assigned,
pledged, mortgaged, encumbered, or transferred by Buyer without
the written consent of Seller. In the event of an assignment of
the Buyer's interest herein or by operation of law or in the
event there shall be filed by or against Buyer in any court
pursuant to any statute of the United States or any State, a
petition in bankruptcy or insolvency or for reorganization, or
for the appointment of a receiver or trustee, of all or a
portion of the Buyer's property, or if Buyer makes an assignment
for the benefit of creditors, or petition for or enters into an
arrangement, then, in any such event, Seller may, at its
option, terminate this Agreement and shall have all remedies as
set forth herein upon a default by Buyer. If Buyer is
adjudicated bankrupt, this Agreement and all of the Buyer's
rights hereunder shall automatically terminate without any
further act by either party hereto.
16. GOVERNING LAW.
16.1 This agreement shall be governed and construed in accordance
with the laws of the State of Nebraska.
17. NEBRASKA LICENSE AND LEASE.
17.1 It is stipulated that this agreement is null and void if HORIZON
Pharmacies, Inc.:
(a) Can not secure a valid Nebraska License under its
own merit for the said DRUG STORE location to conduct business
as a retail pharmacy operation. HORIZON Pharmacies, Inc.
commits that it will exercise due diligent effort to secure the
Nebraska License.
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(b) can not secure a triple lease for $2,500.00 per month for seven
(7) years with two (2) four (4) years options with CPI basis of
seventh year. This lease must provide that Buyer bears all
expenses, and that Seller is to receive $2,500.00 per month in
rent.
18. ENTIRE AGREEMENT.
This agreement contains the entire agreement between the parties,
and no representations, warranties or promises, unless contained
herein, shall be binding upon the parties hereto. This document is
null and void if the Purchase Agreement is not signed by both parties
within 10 days from date the Buyer has received the Purchase
Agreement document.
19. EARNEST MONEY.
19.1 To bind this Agreement, Buyer herewith deposits with VAN
NEWKIRK REALTY COMPANY as Escrow Agent, the sum of $1,000 (one
thousand dollars), which sum shall be applied to the cash portion of
the purchase price upon the closing of the transaction contemplated
herein. However, in the event Seller fails to perform each and every
covenant and condition required hereunder, Buyer may cancel this
Agreement and have the Earnest Money returned to it. If the Buyer
fails to perform each and every obligation hereunder, Seller shall
retain the Earnest Money as liquidated damages. each party's remedy
provided in this Section is that party's exclusive remedy.
IN WITNESS WHEREOF, the parties hereto have set their hands the day and
year first above written.
BUYER:
HORIZON PHARMACIES, INC.
---------------------------------
Rick McCord, President
THE STATE OF )
COUNTY OF )
THIS INSTRUMENT was acknowledged before me on this the ___ day of
__________ , 19_____, by RICK MCCORD, who holds the office of President of
HORIZON PHARMACIES, INC., a Texas Corporation on behalf of such corporation.
SEAL
-------------------------
Notary Public, State of
My commission Expires:
-----------
SELLER:
McCosh Drug
---------------------------
Don McCosh, President
THE STATE OF )
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COUNTY OF )
THIS INSTRUMENT was acknowledged before me on this the
_________day of __________, 19___ by , who holds the office
of President of McCosh Drug
----------------------------
SEAL
Notary Public, State of
My commission Expires:
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EXHIBIT A
1. LIST OF ASSETS (FURNITURE, FIXTURES, AND EQUIPMENT, ETC.).
4 rotating Timex displays 7 24' display shelves
5 30' display shelves 11 glass show cases
24; of glass shelving 1 8' multi-level glass secured case
40' of track lighting wall shelves on all outside walls
4 12' display shelves 1 12' multi level glass secured case
All picture framing equipment Metal storage shelves 24' sections
QS1 complete computer system 2 station work area w/printers
with IBM hardware fax machine
metered postal machine multi phone system
Copiers (2) 5 electronic cash registers
Custom built check out counter Storage cabinets (2)
w/slide and negative light Refrigerators (2) and other misc.
and picture processing furniture/equipment
Only complete photo store in area featuring Minolta, Cannon, Pentax, and
Kodak film, paper, and chemicals. Electronic dept. featuring Sony and
Sharp. Complete custom framing department. Photograph developing
installed June of 1995. QSS-1912 D printer, QSF-430L-34 developer. The
very best equipment - Noritsu 1912 machine. Using Kodak paper. Lots of
potential in this area for this type of business. Local service, area
service on a wholesale basis, and may be working with local grocery
stores and film suppliers to do their processing.
1980 Datsun King cab pick up
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EXHIBIT B
1. LIST OF SECURED DEBTS.
NONE
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