<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.________)*
URANIUM RESOURCES, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.001 PER SHARE
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(Title of Class of Securities)
916901-30
----------------------------------------
(CUSIP Number)
MICHAEL T. SWEENEY
ASSISTANT GENERAL COUNSEL
WESTINGHOUSE ELECTRIC CORPORATION
WESTINGHOUSE BUILDING
11 STANWIX STREET
PITTSBURGH, PA 15222-1384
(412) 642-3998
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JULY 25, 1995
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(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 [ ].
(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.
* 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).
<PAGE> 2
SCHEDULE 13D
CUSIP No. 916901-30 Page__________of____________Pages
1. Name of Reporting Person
S.S. OR I.R.S. Identification No. of Above Person)
Westinghouse Electric Corporation 25-0877540
________________________________________________________________________________
2. Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ X ]
________________________________________________________________________________
3. SEC Use Only
________________________________________________________________________________
4. Source of Funds: 00
________________________________________________________________________________
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant To Items 2(d) or 2(e) [ ]
________________________________________________________________________________
6. Citizenship or Place of Organization:
Incorporated in Pennsylvania
________________________________________________________________________________
Number of 7. Sole Voting Power: 0
Shares __________________________________________
Beneficially 8. Shared Voting Power: 0
Owned by __________________________________________
Each 9. Sole Dispositive Power: 736,842
Reporting __________________________________________
Person 10. Shared Dispositive Power: 0
With
________________________________________________________________________________
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 736,842
________________________________________________________________________________
12. Check Box if the Aggregate Amount in Row (11) [ ]
Excludes Certain Shares*
________________________________________________________________________________
13. Percent of Class Represented by Amount in Row (11)
Approximately 9.15% (Calculated based on the number of shares
outstanding as reported in the issuer's May 19, 1995 Form 10-Q)
________________________________________________________________________________
14. Type of Reporting Person: CO
________________________________________________________________________________
<PAGE> 3
Schedule 13D
Under the Securities and Exchange Act of 1934
Westinghouse Electric Corporation
Answers to Items
Item 1. Common Stock, par value $.001 per share
Uranium Resources, Inc.
Suite 1210
12750 Merit Drive
Dallas, Texas 75251-3299
Item 2. This statement is being filed by Westinghouse Electric Corporation
("Westinghouse"), which is incorporated in Pennsylvania.
Westinghouse is a diversified, global, technology-based
corporation. Westinghouse's continuing operations include television
and radio broadcasting stations, advanced electronic systems,
environmental services, equipment for utility markets, transport
temperature control equipment, management services at government-owned
facilities, and office furniture systems.
Westinghouse's principal business address is, and its principal
executive offices are located at:
Westinghouse Building
11 Stanwix Street
Pittsburgh, PA 15222-1384.
Attached hereto as Schedule I and incorporated herein by
reference is a list of the directors and executive officers of
Westinghouse, setting forth the following information with respect to
each such person: (i) name; (ii) business address; and (iii) present
principal occupation or employment and the name and address of any
corporation or other organization in which such employment is
conducted.
During the last five years, neither Westinghouse nor, to the
best of Westinghouse's knowledge, any person identified in Schedule I
hereto has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or has been subject to a judgment,
decree or final order of a judicial or administrative body of
competent jurisdiction 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. The securities have been pledged to Westinghouse by Nuexco Trading
Corporation ("Nuexco") and Oren L. Benton ("Benton") as security for a
payment obligation in the original amount of $9,003,913 of Nuexco to
Westinghouse pursuant to an October 11, 1994 Settlement Agreement, as
supplemented and amended (the "Agreement"). In the event of default
by Nuexco or Benton, Westinghouse is entitled to proceed immediately
to sell the securities. Nuexco and Benton are presently in default.
<PAGE> 4
Item 4. The purpose of the acquisition of the securities was to secure
payment of part of the obligation of Nuexco and Benton to
Westinghouse pursuant to the Agreement.
a. Neither Westinghouse nor any of its executive officers or
directors plans to acquire additional securities of the issuer.
Except for the possible exercise of its rights under the Agreement,
neither Westinghouse nor any of its executive officers or directors
plans to dispose of securities of the issuer.
b. Neither Westinghouse nor any of its executive officers or
directors has plans or proposals which relate to or would result in an
extraordinary corporate transaction involving the issuer or any of its
subsidiaries.
c. Westinghouse proposes to sell the securities reported
herein, which constitute approximately 9.15% of the outstanding common
stock of the issuer, in a privately negotiated transaction.
d-j. Neither Westinghouse nor any of its executive officers or
directors has plans or proposals which relate to or would result in:
i) any change in the present board of directors or management of the
issuer, the present capitalization or dividend policy of the issuer,
the issuer's business or corporate structure, the issuer's charter,
bylaws or instruments corresponding thereto, or other actions which
may impede the acquisition of control of the issuer by any person; ii)
causing a class of securities of the issuer 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; iii) a class of equity securities of the
issuer becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934; or iv) any
action similar to any of those enumerated above.
Item 5. a. In case of default under the Agreement, Westinghouse has the right
to sell the 736,842 shares of the securities identified pursuant to
Item 1 hereof. Accordingly, Westinghouse may be deemed to
beneficially own such shares for purposes of this Schedule 13D.
Based on the number of securities outstanding as reported in the
issuer's May 19, 1995 Form 10-Q, the percentage beneficially owned by
Westinghouse is approximately 9.15%.
b. Westinghouse has sole, and not shared, power to dispose of
all the 736,842 shares. Westinghouse does not have the power to vote
any of such shares.
c. During the past 60 days, Westinghouse has not effected any
transactions in the class of securities reported on.
d. Westinghouse knows of no other person with the right to
receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, such securities, except as otherwise
described herein.
e. N/A
Item 6. See the answer to Item 3.
<PAGE> 5
Item 7. A true and correct copy of the Agreement is filed herewith as
Exhibit I.
<PAGE> 6
Signature
After reasonable inquiry and to the best of my knowledge and belief, I verify
that the information set forth in this Schedule 13D is true, complete and
correct.
WESTINGHOUSE ELECTRIC CORPORATION
Dated: September 1, 1995 By /s/ FREDRIC G. REYNOLDS
------------------------------
Fredric G. Reynolds
Executive Vice President and
Chief Financial Officer
<PAGE> 7
Schedule I
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Name, business address, and present
principal occupation or employment of
the directors and executive officers of
Westinghouse Electric Corporation:
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Directors
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<TABLE>
<CAPTION>
Present Principal Occupation and
Name, Business Address Address of Employment
---------------------- -----------------------------------
<S> <C>
Frank C. Carlucci Chairman
The Carlyle Group The Carlyle Group
1001 Pennsylvania Avenue, N.W. 1001 Pennsylvania Avenue, N.W.
Washington, DC 20004-2505 Washington, DC 20004-2505
Robert E. Cawthorn Chairman
Rhone-Poulenc Rorer, Inc. Rhone-Poulenc Rorer, Inc.
500 Arcola Road 500 Arcola Road
Collegeville, PA 19426 Collegeville, PA 19426
Gary M. Clark President
Westinghouse Electric Corporation Westinghouse Electric Corporation
Westinghouse Building Westinghouse Building
11 Stanwix Street 11 Stanwix Street
Pittsburgh, PA 15222 Pittsburgh, PA 15222
George H. Conrades President and Chief Executive Officer
Bolt Beranek & Newman Inc. Bolt Beranek & Newman Inc.
150 Cambridge Park Drive 150 Cambridge Park Drive
Cambridge, MA 02140 Cambridge, MA 02140
William H. Gray III President and Chief Executive Officer
United Negro College Fund, Inc. United Negro College Fund, Inc.
8260 Willow Oaks Corporate Drive 8260 Willow Oaks Corporate Drive
P.O. Box 10444 P.O. Box 10444
Fairfax, VA 22031 Fairfax, VA 22031
Michael H. Jordan Chairman and Chief Executive Officer
Westinghouse Electric Corporation Westinghouse Electric Corporation
Westinghouse Building Westinghouse Building
11 Stanwix Street 11 Stanwix Street
Pittsburgh, PA 15222 Pittsburgh, PA 15222
</TABLE>
<PAGE> 8
Directors (con't.)
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<TABLE>
<CAPTION>
Present Principal Occupation and
Name, Business Address Address of Employment
---------------------- -----------------------------------
<S> <C>
David K. P. Li Deputy Chairman and Chief Executive
Bank of East Asia, Limited Bank of East Asia, Limited
Bank of East Asia Building Bank of East Asia Building
22nd Floor 22nd Floor
10 Des Voeux Road Central 10 Des Voeux Road Central
Hong Kong Hong Kong
David T. McLaughlin Executive Officer
The Aspen Institute The Aspen Institute
Carmichael Road Carmichael Road
Queenstown, MD 21658 Chairman and Chief Queenstown, MD 21658
Richard M. Morrow Retired Chairman and
AMOCO Corporation Chief Executive Officer
200 E. Randolph Drive AMOCO Corporation
Chicago, IL 60601-7125 200 E. Randolph Drive
Chicago, IL 60601
Richard R. Pivirotto President
Richard R. Pivirotto Co., Inc. Richard R. Pivirotto Co., Inc.
111 Clapboard Ridge Road 111 Clapboard Ridge Road
Greenwich, CT 06830 Greenwich, CT 06830
Paula Stern President
The Stern Group, Inc. The Stern Group, Inc.
3314 Ross Place, N.W. 3314 Ross Place, N.W.
Washington, DC 20008 Washington, DC 20008
Robert D. Walter Chairman and Chief Executive Officer
Cardinal Health, Inc. Cardinal Health, Inc.
655 Metro Place South 655 Metro Place South
Suite 925 Suite 925
Dublin, OH 43017 Dublin, OH 43017
</TABLE>
<PAGE> 9
Executive Officers
------------------
<TABLE>
<CAPTION>
Present Principal Occupation and
Name, Business Address Address of Employment
---------------------- -----------------------------------
<S> <C>
Michael H. Jordan Chairman and Chief Executive Officer
Westinghouse Electric Corporation Westinghouse Electric Corporation
Westinghouse Building Westinghouse Building
11 Stanwix Street 11 Stanwix Street
Pittsburgh, PA 15222 Pittsburgh, PA 15222
Gary M. Clark President
Westinghouse Electric Corporation Westinghouse Electric Corporation
Westinghouse Building Westinghouse Building
11 Stanwix Street 11 Stanwix Street
Pittsburgh, PA 15222 Pittsburgh, PA 15222
Frank R. Bakos President - Power Generation
Westinghouse Electric Corporation Westinghouse Electric Corporation
The Quadrangle The Quadrangle
4400 Alafaya Trail 4400 Alafaya Trail
Orlando, FL 32826-2399 Orlando, FL 32826-2399
Louis J. Briskman Senior Vice President and General Counsel
Westinghouse Electric Corporation Westinghouse Electric Corporation
Westinghouse Building Westinghouse Building
11 Stanwix Street 11 Stanwix Street
Pittsburgh, PA 15222 Pittsburgh, PA 15222
Francis J. Harvey President - Electronic Systems
Westinghouse Electric Corporation Westinghouse Electric Corporation
P.O. Box 1693, M.S. A500 P.O. Box 1693, M.S. A500
Baltimore, MD 21203 Baltimore, MD 21203
W. C. Bill Korn Chairman and Chief Executive
Westinghouse Broadcasting Company Officer - Westinghouse Broadcasting
200 Park Avenue Company
New York, NY 10166 Westinghouse Broadcasting Company
200 Park Avenue
New York, NY 10166
Richard A. Linder Chairman - Electronic Systems
Westinghouse Electric Corporation Westinghouse Electric Corporation
P.O. Box 1693, Mail Stop A500 P.O. Box 1693, Mail Stop A500
Baltimore, MD 21203 Baltimore, MD 21203
</TABLE>
<PAGE> 10
Executive Officers (con't.)
------------------
<TABLE>
<CAPTION>
Present Principal Occupation and
Name, Business Address Address of Employment
---------------------- -----------------------------------
<S> <C>
James S. Moore President - Westinghouse Government
Westinghouse Electric Corporation & Environmental Services Co.
Westinghouse Building Westinghouse Electric Corporation
11 Stanwix Street Westinghouse Building
Pittsburgh, PA 15222 11 Stanwix Street
Pittsburgh, PA 15222
Fredric G. Reynolds Executive Vice President
Westinghouse Electric Corporation and Chief Financial Officer
Westinghouse Building Westinghouse Electric Corporation
11 Stanwix Street Westinghouse Building
Pittsburgh, PA 15222 11 Stanwix Street
Pittsburgh, PA 15222
James F. Watson, Jr. President - Thermo King
Thermo King Corporation Thermo King Corporation
314 W. 90th Street 314 W. 90th Street
Minneapolis, MN 55420 Minneapolis, MN 55420
Nathaniel D. Woodson President - Energy Systems
Westinghouse Electric Corporation Westinghouse Electric Corporation
Energy Center Energy Center
4350 Northern Pike 4350 Northern Pike
Monroeville, PA 15146 Monroeville, PA 15146
</TABLE>
<PAGE> 11
SETTLEMENT TERM SHEET AS PREPARED ON TUESDAY, OCTOBER 11, 1994.
THIS SETTLEMENT AGREEMENT ("Agreement") is made and entered into as of
and effective this 11th day of October 1994 between and among Westinghouse
Electric Corporation, a Pennsylvania corporation ("Westinghouse"), Nuexco
Trading Corporation, a Colorado corporation ("Nuexco") and Mr. Oren L. Benton
("Benton") , sole shareholder of Nuexco (Nuexco and Benton shall be hereinafter
referred to by name or may be jointly referred to herein as the "Obligors").
WHEREAS there is a valid and uncontested obligation (the
"Obligations") of Nuexco to Westinghouse pursuant to that certain Uranium
Concentrates Sales Agreement dated March 9, 1994 by and between Nuexco and
Westinghouse (the "Uranium Agreement"), which Obligations are now in default
and which default may be the basis for the filing of a civil action by
Westinghouse versus Nuexco;
WHEREAS, in order to avoid expensive and time-consuming litigation,
Westinghouse and Obligors do now desire mutually to resolve amicably the
satisfaction of the Obligations pursuant to the terms as set forth herein;
WHEREAS the Obligors and each of them knowingly, voluntarily and
intelligently, with and upon the advice of competent counsel, hereby expressly
acknowledge as follows:
A. Nuexco has executed the Uranium Agreement; and
B. Nuexco is in default under the Uranium Agreement; and
C. Westinghouse is now entitled to commence enforcement of the
Uranium Agreement; and
D. Obligors have requested that Westinghouse review and consider
certain proposals for modifications of the Obligations of Nuexco under the
Uranium Agreement;
E. Westinghouse is willing to proceed with the modification of
the Obligations under the Uranium Agreement only upon these terms and only upon
the provision by Obligors to Westinghouse of adequate protection of
Westinghouse's rights and remedies and Westinghouse desires to preserve and
protect inviolate and unmodified all of its rights and remedies as to the
enforcement of the Uranium Agreement, and including any enhancements of such
rights as provided for herein;
F. It is the express intention and agreement of the parties
hereto to reaffirm, ratify and republish the Uranium Agreement in all respects,
including all obligations thereunder, except as the same may be expressly
modified herein; and
1
<PAGE> 12
G. The principal amount of the debt under the Uranium Agreement as of
the date hereof is US$9,003,913.00, which amount is expressly acknowledged by
Obligors as being a valid and proper debt of Nuexco, and claim by Westinghouse
against Nuexco.
H. The Obligors, upon the execution hereof and in consideration
hereof, have no defense against the Obligations, fully acknowledge the
Obligations, acknowledge that the contract has been fully performed in all
respects by Westinghouse, that Westinghouse is not in default, that the goods
delivered thereunder were conforming goods, that there were no deficiencies in
such goods, and that the Obligors have no claims against Westinghouse in any way
connected with the Obligations.
NOW THEREFORE, in consideration of the above recitals, each of which is
incorporated herein by this reference, and in consideration of the following
agreements, covenants, representations, and undertakings, the receipt, adequacy
and sufficiency of which are hereby acknowledged and confessed, and the parties
hereto intending to be legally bound, it is agreed as follows:
1. Payment of Debt. The execution hereof by the Obligors constitutes
their acknowledgement of the amount owing to Westinghouse and their
unconditional agreement to pay the same in full, with interest as provided for
herein, as follows:
a. an Initial Payment of at least US$500,000.00 to be made at or before
4:00 PM on Monday, October 17, 1994;
b. Weekly Installment Payments of various amounts but not less than
US$250,000.00 per week, with the first of such Weekly Installment Payments to
be made by 4:00 PM on Friday, October 21, 1994, and continuing weekly
thereafter until Friday, November 25, 1994;
c. Any and all payments hereunder to be made by previously arranged
acceptable wire transfer to Westinghouse, such that the same are received by
Westinghouse's account by 4:00 PM Eastern Time on the day that such payment is
due according to the terms hereof; confirmation of such wires by Nuexco's bank
together with a federal reserve system reference number shall constitute
receipt;
d. with at least US$3,000,000.00 in such payments as required hereunder
to be paid to Westinghouse by October 31, 1994;
e. with the balance of payments in full, together with interest thereon
as allowed hereunder, to be paid at or before Noon on Wednesday, November 30,
1994;
2
<PAGE> 13
f. with interest on the unpaid amount of the debt to calculated
from the date that such amounts were originally due under the Uranium Agreement
at the prime rate of interest charged by Chase Manhattan National Bank plus 100
basis points ("Chase Prime Plus One"), and with Default Interest on any Weekly
Installment Payments or other payments not made on the date(s) provided herein,
including the payment of the balance owing on November 30, 1994, to be
calculated at Chase Prime Plus Four.
2. Security. The performance of this Agreement shall be secured
by valid pledges of stock and by other forms of collateral security
("Collateral") given to Westinghouse on terms mutually agreeable to the
parties, with the initial Collateral being specifically the following:
a. pledge of stock, with such pledge to be made to an Agent
designated by Westinghouse on or before October 21, 1994;
b. together with the posting of all such other and additional
collateral as may be reasonably necessary to provide full collateralization for
the Obligations, which collateral may include a pledge of cash accounts,
uranium sales contracts, and publicly traded marketable securities held by the
Obligors;
c. subject to the substitution of collateral from time to time as
may be mutually agreed to by the parties, the intent being to be flexible and
accommodating consistent with the protection of Westinghouse's rights and
remedies.
3. Guaranties. This Agreement and its performance shall be
further secured by guaranties given by Nuexco and Benton under even date, with
acknowledgement by the Obligors as to the validity and enforceability thereof
and consideration therefor, which consideration shall further support Benton's
making of the representations in the WHEREAS clauses hereinabove.
4. Cure Right. Any Weekly Installment Payment not made in a
timely fashion as required hereunder may be made at any time within the
following week, provided that interest at the Default Rate shall be charged on
such payment from and after the date the payment is due and that only one such
Weekly Installment Payment may be in default at any time under this Agreement.
5. Releases. The Obligors shall execute releases of Westinghouse
in form acceptable to Westinghouse.
6. Default Enforcement Enhancements. In the event that the
Obligors do not make a payment as required hereunder, then Westinghouse shall
give the Obligors the Cure Right as provided for above, failing which
Westinghouse shall be immediately entitled to then proceed with public or
private sale, at its option, against
3
<PAGE> 14
the Collateral security then pledged to Westinghouse, and under any
applicable law or hereunder in order to effectuate fully its rights, including
the appointment of a Receiver as to any property or company where the same may
be effectuated.
7. Waivers by Obligors. Subject to the terms and conditions of
this Agreement, Obligors hereby knowingly, voluntarily and intentionally waive
and forever relinquish any and all defenses, challenges or contests they have or
may have based upon any act or omission by Westinghouse with respect to the
Uranium Agreement occurring on or before the date of this Agreement.
8. Severability. In the event any one or more of the provisions
contained in this Agreement should be held to be invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not in any way be affected or
impaired thereby.
9. Controlling Law. The terms and provisions of this Agreement
shall be construed in accordance with and governed by the laws of the State of
Colorado.
10. Interest Calculations. Any and all sums due accrued under
the terms and conditions of this Agreement shall, in the event that Obligors
fail, refuse or neglect to make such payments in a timely fashion as provided
herein, or otherwise default under this Agreement, earn interest at the
default rate of interest as provided for hereinabove, which rate is
specifically and expressly acknowledged by Obligors as a reasonable rate.
11. Binding Effect. This Agreement shall be binding upon and
inure to the benefit of the parties hereto, their successors and assigns.
12. Captions. The paragraph captions utilized herein are in no
way intended to interpret or limit the terms and conditions hereof, rather,
they are intended for purposes of convenience only.
13. Counterparts. This Agreement may be executed in a number of
counterparts, each of which shall be effective only upon delivery and
thereafter shall be deemed an original, and all of which shall be taken to be
one and the same instrument, for the same effect as if all parties hereto had
signed the same signature page. Any signature page of this Agreement may be
detached from any counterpart of this Agreement without impairing the legal
effect of any signatures thereon and may be attached to another counterpart of
this Agreement identical in form hereto but having attached to it one or more
additional signature pages.
4
<PAGE> 15
14. Interpretation. This Agreement shall be interpreted liberally
by the parties hereto and by any reviewing Court with a view towards
accomplishing the expressed intentions of the parties hereto.
15. Drafting Contingency. The parties hereto shall now proceed in
prompt good faith to have counsel for the parties prepare a final form of this
Agreement, it being specifically understood and agreed that there may be other
items and details to be included in the final form of this Agreement, which
items cannot reasonably be included in this Term Sheet prepared in such a short
time frame. It is intended and understood, however, in all good faith that
this Term Sheet is a detailed statement of all essential and main points that
have actually been agreed to by the parties and does accurately reflect the
parties' agreement thereto, whether or not such a final form of Agreement is
ever prepared, and that this Agreement shall be fully enforceable and effective
as of the date of execution hereof by the parties.
16. Confidentiality. The parties agree that the existence and
content of this Settlement Agreement shall be maintained strictly confidential,
with communication internally only on a need to know basis.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.
WESTINGHOUSE ELECTRIC CORP:
BY: /s/ R.L. CARUSO
-----------------------------------
Its: Director, Business Unit Credit
------------------------------
OBLIGORS:
NUEXCO TRADING CORP.
BY: /s/ OREN L. BENTON
----------------------------
Its: Chairman
-----------------------
/s/ OREN L. BENTON
-----------------------
OREN L. BENTON
5
<PAGE> 16
JANUARY 10, 1995 EXTENSION OF SETTLEMENT TERM SHEET AND
AGREEMENT ORIGINALLY PREPARED ON TUESDAY, OCTOBER 11, 1994
----------------------------------------------------------
THIS EXTENSION OF SETTLEMENT AGREEMENT ("Agreement") is made and
entered into as of this 10th day of January 1995 between and among Westinghouse
Electric Corporation, a Pennsylvania corporation ("Westinghouse"), Nuexco
Trading Corporation, a Colorado corporation ("Nuexco") and Mr. Oren L. Benton
("Benton"), sole shareholder of Nuexco (Nuexco and Benton shall be hereinafter
referred to by name or may be jointly referred to herein as the "Obligors")
concerning that certain Settlement Agreement made and entered into between and
among the parties as of October 11, 1994, captioned as "Settlement Term Sheet
As Prepared on Tuesday, October 11, 1994" (the "Settlement Agreement"), which
Settlement Agreement has been supplemented by the Supplemental Agreement Dated
October 24, 1994, Second Supplemental Agreement Dated October 28, 1994, and the
Third Supplemental Agreement Dated December 6, 1994, and is expressly ratified
and republished herein except as may be expressly amended or modified herein.
WHEREAS, there were certain "WHEREAS" clauses contained in the October
11, 1994 Settlement Agreement, which "WHEREAS" clauses are expressly ratified
and republished herein in all respects;
WHEREAS, Obligors have requested that Westinghouse continue for a
limited and defined period of time its forbearance as to the exercise of its
rights and remedies as expressly and voluntarily agreed to in the October 11,
1994 Settlement Agreement;
WHEREAS, Westinghouse has agreed to such extension of time for and in
consideration only of Obligors' restatement, ratification and publication of
the October 11, 1994 Settlement Agreement, which the Obligors and each of them
do now hereby knowingly, voluntarily and intelligently, with and upon the
advice of competent counsel, expressly acknowledge in all respects.
NOW THEREFORE, in consideration of the above recitals, each of which
is incorporated herein by this reference, and in consideration of the following
agreements, covenants, representations, and undertakings, the receipt, adequacy
and sufficiency of which are hereby acknowledged and confessed, and the parties
hereto intending to be legally bound, it is agreed as follows:
1. Payment of Debt. Notwithstanding any of the terms or
conditions of the Settlement Agreement, the Obligors hereby unconditionally
promise to make payments on the debt described in detail in the Settlement
Agreement as follows:
a. an Extension Payment of at least $200,000.00 to be
made on Wednesday, January 11, 1995, which Extension Payment is to be credited
fully against the amount owing on the debt;
<PAGE> 17
b. a payment of no less than US $4,000,000 on or before
1:00 PM MST on Tuesday, January 31, 1995, with three (3) days grace; upon the
making of such payment, the parties hereto shall mutually agree to the release
of a portion of the Collateral given to Westinghouse under the terms of the
Settlement Agreement;
c. with the balance remaining, together with any other
accrued interest Default Interest as provided for in the Settlement Agreement,
with late charges, penalties or any other charges of any kind or nature
whatsoever as is mutually agreed upon, to be paid in full in immediately
available funds as of and by 1:00 PM MST on Tuesday, February 28, 1995, with
three (3) days grace;
d. the Obligors may make any and all payments to be made
hereunder by previously arranged acceptable wire transfer to Westinghouse or to
a trust account of Westinghouse's Denver counsel, Popham, Haik, Schnobrich &
Kaufman, Ltd., provided that such previously arranged wire transfers are
actually and in fact received by Westinghouse's bank or its counsel for benefit
of Westinghouse's account by 4:00 PM EST on the day that such payment is due
according to the terms hereof; confirmation of such wires by Nuexco's bank
together with a federal reserve system reference number shall constitute
receipt;
e. with interest on the unpaid amount of the debt as set
forth in Section 1.f. of the Settlement Agreement, provided further, however,
that Default Interest at Chase Prime Plus Four shall be calculated and assessed
against any balances owing from and after November 30, 1994 in the event that
all payments as provided for under this Extension Agreement are not made in a
full and timely manner as and when due in full.
2. Incorporation. As stated above in the "WHEREAS" clauses, each
and every other term of the October 11, 1994 Settlement Agreement that is not
expressly modified or amended herein, or that has not been modified or amended
pursuant to a writing signed by Westinghouse prior to the date hereof, is
hereby ratified, republished, reaffirmed and acknowledged herein for all
purposes.
3. Drafting Contingency. The parties hereto do now hereby
expressly, knowingly, voluntarily and intentionally waive and forego any
further rights that they or any of them may have had under paragraph 15,
"Drafting Contingency," of the October 11, 1994 Settlement Agreement, for the
preparation of any further written form of agreement in connection with this
matter, such parties expressly acknowledging that the purposes of such clause
have been fully served and satisfied prior to the date hereof without the
necessity of drafting any further forms of agreement beyond the October 11,
1994 Settlement Agreement and the Supplements thereto, and the Obligors
expressly acknowledging that they have no defense to the enforcement of their
obligation under the debt or under the October 11, 1994 Settlement Agreement
or under this Extension Agreement.
2
<PAGE> 18
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
WESTINGHOUSE ELECTRIC CORP.
BY: /s/ R.L. CARUSO
---------------------------------
R.L. Caruso
---------------------------------
Its: Director, Business Unit Credit
--------------------------------
OBLIGORS:
NUEXCO TRADING CORP.
BY: /s/ OREN L. BENTON
---------------------------------
Oren L. Benton
---------------------------------
Its: Chairman
--------------------------------
/s/ OREN L. BENTON
---------------------------------
Oren L. Benton
3
<PAGE> 19
SUPPLEMENTAL AGREEMENT
DATED
OCTOBER 24, 1994
THIS SUPPLEMENTAL AGREEMENT is made and entered into as of and
effective this 24th day of October 1994 between and among Westinghouse Electric
Corporation, a Pennsylvania corporation ("Westinghouse"), and Oren L. Benton
("Benton"), sole shareholder of Nuexco Trading Corporation ("NUEXCO").
WHEREAS, Westinghouse, Benton and NUEXCO entered into a Settlement
Agreement as of and effective October 11, 1994, with respect to certain
indebtedness owed by NUEXCO to Westinghouse, the contents of which Settlement
Agreement are by this reference incorporated herein; and
WHEREAS, one of the terms of the Settlement Agreement provided that
said indebtedness was to be secured in favor of Westinghouse, and
WHEREAS, valid pledges of stock were an agreed upon form of such
collateral;
NOW THEREFORE in consideration of the above recitals, and in
furtherance of compliance with the terms of the Settlement Agreement, it is
agreed as follows:
1. Benton shall deliver to Westinghouse on or before October 25,
1994 certificates of common stock of Ramtron International
Corporation, a Delaware corporation, representing 627,547
shares of the outstanding traded common stock of said
corporation, certificate numbers 03133, 06643 and 03124, along
with duly executed stock powers for such certificates. Said
shares of stock are restricted as evidenced on the face of the
stock certificates.
2. Westinghouse shall hold said stock certificates solely as
collateral pursuant to the terms of the Settlement Agreement
and shall take no action with respect to said certificates or
attempt to further transfer or negotiate them except in the
event of NUEXCO's and Benton's default under the Settlement
Agreement. In the event of such default, Westinghouse shall
be immediately entitled to proceed to sell the certificates.
Upon the event of NUEXCO's and Benton's full and complete
performance of and satisfaction of their obligations pursuant
to the Settlement Agreement, Westinghouse shall immediately
return possession of the certificates and stock powers to
Benton.
3. Nothing herein shall constitute a waiver of any default under
the Settlement Agreement that may exist as of the date hereof.
<PAGE> 20
IN WITNESS WHEREOF, the parties hereto have executed this
Supplemental Agreement as of the day and year first written above.
WESTINGHOUSE ELECTRIC CORPORATION
By: /s/ R. L. CARUSO
-------------------------------
Its: Director Business Unit Credit
-------------------------------
/s/ OREN L. BENTON
-------------------------------
Oren L. Benton
2
<PAGE> 21
SECOND
SUPPLEMENTAL AGREEMENT
DATED
OCTOBER 28,1994
THIS SECOND SUPPLEMENTAL AGREEMENT is made and entered into as of and
effective this 28th day of October 1994 between and among Westinghouse Electric
Corporation, a Pennsylvania corporation ("Westinghouse"), and Oren L. Benton
("Benton") sole shareholder of Nuexco Trading Corporation ("NUEXCO").
WHEREAS, Westinghouse, Benton and NUEXCO entered into a Settlement
Agreement as of and effective October 11, 1994, with respect to certain
indebtedness owed by NUEXCO to Westinghouse, the contents of which Settlement
Agreement are by this reference incorporated herein; and
WHEREAS, one of the terms of the Settlement Agreement provided that
said indebtedness was to be secured in favor of Westinghouse, and
WHEREAS, valid pledges of stock were an agreed upon form of such
collateral;
NOW THEREFORE in consideration of the above recitals, and in
furtherance of compliance with the terms of the Settlement Agreement, it is
agreed as follows:
1. Benton shall deliver to Westinghouse on or before October 31,
1994 certificates of common stock of Ramtron International
Corporation, a Delaware corporation, representing 612,246
shares of the outstanding traded common stock of said
corporation, certificate numbers A-06156, A-06195, A-06008
A-03140, along with duly executed stock powers for such
certificates. Said shares of stock are restricted as
evidenced on the face of the stock certificates.
2. Westinghouse shall hold said stock certificates solely as
collateral pursuant to the terms of the Settlement Agreement
and shall take no action with respect to said certificates or
attempt to further transfer or negotiate them except in the
event of NUEXCO's and Benton's default under the Settlement
Agreement. In the event of such default, Westinghouse shall
be immediately entitled to proceed to sell the certificates.
Upon the event of NUEXCO's and Benton's full and complete
performance of and satisfaction of their obligations pursuant
to the Settlement Agreement, Westinghouse shall immediately
return possession of the above-described certificates and
stock powers to Benton.
<PAGE> 22
3. Nothing herein shall constitute a waiver of any default under
the Settlement Agreement that may exist as of the date hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Second
Supplemental Agreement as of the day and year first written above.
WESTINGHOUSE ELECTRIC CORPORATION
By: /s/ R.L. CARUSO
--------------------------------
Its: Director, Business Unit Credit
------------------------------
/s/ OREN L. BENTON
------------------------------
Oren L. Benton
2
<PAGE> 23
THIRD
SUPPLEMENTAL AGREEMENT
DATED
DECEMBER 6, 1994
THIS THIRD SUPPLEMENTAL AGREEMENT is made and entered into as of and
effective this 6th day of December 1994 between and among Westinghouse Electric
Corporation, a Pennsylvania corporation ("Westinghouse"), and Oren L. Benton
("Benton"), a sole shareholder of Nuexco Trading Corporation ("NUEXCO").
WHEREAS, Westinghouse, Benton and NUEXCO entered into a Settlement
Agreement as of and effective October 11, 1994, with respect to certain
indebtedness owed by NUEXCO to Westinghouse, the contents of which Settlement
Agreement are by this reference incorporated herein; and
WHEREAS, one of the terms of the Settlement Agreement provided that
said indebtedness was to be secured in favor of Westinghouse, and
WHEREAS, valid pledges of stock were an agreed upon form of such
collateral;
NOW THEREFORE, in consideration of the above recitals, and in
furtherance of compliance with the terms of the Settlement Agreement, it is
agreed as follows:
1. Benton shall deliver to Westinghouse on or before December 6,
1994 certificates of common stock of Uranium Resources, Inc.,
a Delaware corporation, representing 736,842 shares of the
outstanding traded common stock of said corporation,
certificate number NC 02509, along with a duly executed stock
power for such certificate. Said share of stock is restricted
as evidenced on the face of the stock certificate.
2. Westinghouse shall hold said stock certificate solely as
collateral pursuant to the terms of the Settlement Agreement
and shall take no action with respect to said certificate or
attempt to further transfer or negotiate it except in the
event of NUEXCO's and Benton's default under the Settlement
Agreement. In the event of such default, Westinghouse shall
be immediately entitled to proceed to sell the certificate.
Upon the event of NUEXCO's and Benton's full and complete
performance of and satisfaction of their obligations pursuant
to the Settlement Agreement, Westinghouse shall immediately
return possession of the above-described certificate and stock
power to Benton.
<PAGE> 24
3. Nothing herein shall constitute a waiver of any default under
the Settlement Agreement that may exist as of the date hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Third
Supplemental Agreement as of the day and year first written above.
WESTINGHOUSE ELECTRIC CORPORATION
By: /s/ R.L. CARUSO
-----------------------------------
Its: Director, Business Unit Credit
-----------------------------------
/s/ OREN L. BENTON
-----------------------------------
Oren L. Benton
2
