<PAGE>
OMB APPROVAL
OMB NUMBER: 3235-0145
Expires: October 31, 1997
Estimated average burden
hours per form.......14.90
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _______)*
WILSON BROTHERS, an Illinois Corporation
--------------------------------------------------------
(Name of Issuer)
Common Stock, par value $1 per share
--------------------------------------------------------
(Title of Class of Securities)
972091 10 2
--------------------------------------------------------
(CUSIP Number)
John Sanford
17 Battery Place
New York, New York 10004
(212)483-0075
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 18, 1995
--------------------------------------------------------
(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 coverage 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>
SCHEDULE 13D
CUSIP NO. 972091 10 2 Page 2 of 19 Pages
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John Sanford
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT / /
TO ITEMS 2(d) OR 2(e)
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
US Citizen
- -------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 231,259 shares shares of Common Stock
issuable pursuant to the terms of a $362,500
Convertible Promissory Note of the Issuer
--------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
--------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 231,259 shares shares of Common Stock
issuable pursuant to the terms of a $362,500
Convertible Promissory Note of the Issuer
--------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
231,259 shares shares of Common Stock issuable pursuant to the terms of
a $362,500 Convertible Promissory Note of the Issuer
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN / /
SHARES*
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5% (based on 3,552,298 shares outstanding)
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Page 3 of 19 Pages
ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, $1.00 par value per share
(the "Common Stock"), of Wilson Brothers, an Illinois corporation (the "Issuer"
or "Wilson"), with its principal offices at 902 South Main Street, Point Marion,
PA 15474.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed by John Sanford. Mr. Sanford's business
address is Carr Securities Corp., 17 Battery Place, New York, NY 10004. Mr.
Sanford's principal occupation is an equity trader for Carr Securities Corp. In
addition, Mr. Sanford is Vice President, Chief Financial Officer and Treasurer
of Wilson Brothers and Vice President and Secretary of Wilson's wholly-owned
subsidiary, Houze Glass Corporation.
During the last five years, Mr. Sanford has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, Mr. Sanford was not a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
Mr. Sanford is a citizen of the United States.
<PAGE>
Page 4 of 19 Pages
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The $362,500 promissory note of the Issuer convertible at any time into
231,259 shares of Wilson Common Stock acquired by Mr. Sanford and reported
herein plus a Warrant to purchase from Mr. Bruce Paparella up to 648,218 shares
of Wilson Common Stock, which Warrant is not exercisable until January 10, 1996
(the "Warrant"), and 37.5% of the Issuer's Accounts Receivable at September 30,
1993 in the amount of $1,230,000 owed to Bruce Paparella and Warren B. Kanders
were purchased by Mr. Sanford from Mr. Walter P. Carucci in a private
transaction for an aggregate consideration of $25,000. Of this amount, the sum
of $10,000 came from Mr. Sanford's private funds and the sum of $15,000 was
advanced to Mr. Sanford by a loan from Mr. Carucci represented by a promissory
note executed by Mr. Sanford in favor of Mr. Carucci.
ITEM 4. PURPOSE OF TRANSACTION
The securities of the Issuer purchased by Mr. Sanford reported herein
were acquired by Mr. Sanford for investment purposes. Mr. Sanford does not
presently have any plans or proposals with respect to the matters listed in (a)
through (j) of Item 4. Mr. Sanford may at any time determine to increase or
decrease his investment in the securities of the Issuer in privately negotiated
or open market transactions or otherwise, depending upon various factors.
<PAGE>
Page 5 of 19 Pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date hereof, Mr. Sanford is the holder of $362,500
promissory Note of the Issuer convertible at any time into 231,259 shares of
Common Stock (the "Note"). Assuming the Note is fully converted into such
shares of Common Stock, Mr. Sanford may be deemed to beneficially own the
aggregate of 231,259 of Common Stock constituting approximately 6.5% of Common
Stock of the Issuer outstanding (based on 3,552,185 shares of Common Stock
outstanding).
(b) Mr. Sanford has the sole power to vote, to direct the vote, to
dispose or to direct the disposition, of the 231,259 shares of Common Stock
issuable to Mr. Sanford pursuant to the Note, assuming the Note is fully
converted into such shares of Common Stock.
(c) During the past sixty days the following transaction in the Common
Stock of the Issuer was effected: on April 18, 1995, in a private transaction,
Mr. Sanford purchased from Mr. Walter P. Carucci Mr. Carucci's interest as to
$362,500 of the $562,500 promissory Note of the Issuer payable to Mr. Carucci,
which is convertible at any time into 231,259 shares of Wilson Common Stock; a
Warrant to purchase from Mr. Bruce Paparella up to 648,218 shares of Wilson
Common Stock (which Warrant is not exercisable until January 10, 1996) and Mr.
Carucci's interest as to 37.5% of the Issuer's Accounts Receivable at September
30, 1993 in the amount of $1,230,000 owed to Bruce Paparella and Warren B.
Kanders, for an
<PAGE>
Page 6 of 19 Pages
aggregate consideration of $25,000. The aggregate purchase price was paid by
$10,000 at the closing and the delivery by Mr. Sanford of a promissory note in
the principal amount of $15,000 payable to Mr. Carucci.
(d)No other persons are known by Mr. Sanford to have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, such securities.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Mr. Carucci advanced a loan to Mr. Sanford for $15,000 of the aggregate
purchase price of $25,000 for the Note, the Warrant and the interest in the
Accounts Receivable purchased by Mr. Sanford from Mr. Carucci. The loan bears
interest at the rate of 5% per annum on the unpaid principal amount, is payable
on or before March 18, 1996 and is evidenced by a promissory note. The Warrant,
which is not exercisable until January 10, 1996 entitles Mr. Sanford to purchase
from Mr. Paparella up to 648,218 shares of Wilson Common Stock, at an exercise
price equal to $0.001 per share.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1.
Securities Purchase Agreement dated April 18, 1995 between Walter P.
Carucci and John Sanford.
Exhibit 2.
Promissory Note dated April 18, 1995 made by John Sanford in favor of
Walter P. Carucci.
<PAGE>
Page 7 of 19 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
/S/ JOHN SANFORD
----------------------------
John Sanford
Dated: May 31, 1995
<PAGE>
Page 8 of 19 Pages
EXHIBIT 1
<PAGE>
Page 9 of 19 Pages
SECURITIES PURCHASE AGREEMENT
THIS SECURITIES PURCHASE AGREEMENT (this "Agreement") dated as of
April 18, 1995 between Walter P. Carucci (the "Seller") and John Sanford (the
"Purchaser");
WHEREAS, the Seller is the holder of a warrant in the form attached
hereto as Exhibit A which warrant entitles the Seller to purchase from Bruce
Paparella 648,218 shares of common stock, par value $1.00 per share (the "Common
Stock"), of Wilson Brothers, an Illinois corporation ("Wilson Brothers") at a
price per share equal to $0.001 (the "Warrant");
WHEREAS, the Seller is the holder of a Wilson Brothers note in the
form attached hereto as Exhibit B which note is in the amount of $562,500, is
payable to the Seller, bears interest at the prime rate and is convertible into
shares of Common Stock (the "Original Note");
WHEREAS, pursuant to an Assignment of Note and Accounts Receivable
dated January 10, 1994 between Bruce Paparella and Seller, a copy of which is
attached hereto as Exhibit C, the Seller is the holder of 50% of Bruce
Paparella's right and interest under certain accounts receivable owed by Wilson
Brothers to Bruce Paparella and Warren B. Kanders in the amount at September 30,
1993 of $1,230,000 (the "Accounts Receivable"); and
WHEREAS, subject to the terms and conditions of this Agreement, the
Seller desires to sell, transfer and assign to the Purchaser and the Purchaser
desires to purchase and acquire all of the Seller's right, title and interest to
(i) the Warrant, (ii) a portion of the Original Note and (iii) the Accounts
Receivable.
NOW, THEREFORE, in consideration of the mutual premises and covenants
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged and confirmed, the parties hereto
hereby agree as follows.
1. PURCHASE AND SALE.
1.1 INTERESTS. Upon the terms and subject to the conditions set
forth herein and in reliance upon the representations and warranties contained
herein, the Seller hereby sells, transfers and assigns to the Purchaser, and the
Purchaser hereby purchases and acquires from the Seller all of the Seller's
right, title and interest in the Warrant, the Accounts Receivable and $362,500
of the Original Note, (the "Interests") in consideration of the payment of the
Purchase Price by the Purchaser to the Seller.
1.2 PURCHASE PRICE AND PROMISSORY NOTE. The purchase price for the
Interests to be paid by the Purchaser to the Seller is $25,000.00 (the "Purchase
Price"). On or before the date of this Agreement, the Purchaser shall pay to
the Seller $10,000.00 in cash or by check and the balance of the Purchase Price
shall be paid within one year of the date of this Agreement in cash or by check.
On or before the date of this Agreement, the Purchaser shall
<PAGE>
Page 10 of 19 Pages
execute and deliver a Promissory Note substantially in the form of Exhibit D
hereto with respect to the balance of the Purchase Price.
2. OTHER TRANSACTIONS.
2.1 TRANSFER OF WARRANT. On or before the date of this Agreement,
the Seller shall deliver the original Warrant to the Purchaser.
2.2 THE NOTES. On or before the date of this Agreement, the Seller
shall cancel and deliver to Wilson Brothers the Original Note which shall be
marked canceled by the Seller. The Seller shall use his best efforts to cause
Wilson Brothers, on or before the date of this Agreement, to execute and deliver
two new notes, one to the Purchaser in the amount of $362,500 substantially in
the form of Exhibit E hereto, and the other to the Seller in the amount of
$200,000 substantially in the form of Exhibit F.
2.3 ASSIGNMENT OF ACCOUNTS RECEIVABLE. On or before the date of this
Agreement, the Seller shall execute and deliver to the Purchaser an Assignment
of Accounts Receivable substantially in the form of Exhibit G hereto.
2.4 AGREEMENTS. As used in this Agreement, the term the "Agreements"
shall mean collectively this Agreement and, as applicable, all notes,
assignments, warrants, and other documents attached hereto as Exhibits.
3. REPRESENTATIONS, WARRANTIES, AND COVENANTS.
3.1 REPRESENTATIONS AND WARRANTIES OF THE SELLER. The Seller hereby
represents and warrants to the Purchaser as follows.
(a) POWER AND LEGAL CAPACITY. The Seller has the full power and
is permitted by applicable laws, rules, and regulations to execute, deliver,
and/or perform the Seller's obligations under the Agreements.
(b) DUE EXECUTION; ENFORCEABILITY. Each of the Agreements (as
applicable) has been duly executed and delivered by the Seller, constitutes a
legal, valid, and binding agreement of the Seller, and is enforceable against
the Seller in accordance with the terms hereof and thereof, subject as to
enforceability to applicable bankruptcy, insolvency, reorganization, moratorium,
receivership, conservatorship, or other similar laws relating to or affecting
generally the enforcement of creditors' rights and to general principles of
equity (regardless of whether enforceability is considered in a proceeding at
law or in equity).
(c) NO CONFLICTS. The execution, delivery, and/or performance
of the Agreements by the Seller do not violate any law, rule, regulation,
judgment, order, writ, injunction, or decree binding on or applicable to the
Seller, and do not conflict with, result in a breach of or default under, or
require any consent under, any contract, agreement, or instrument to which the
Seller is a party or by which the Seller or the Seller's properties are subject.
<PAGE>
Page 11 of 19 Pages
(d) NO CONSENTS. No governmental or regulatory, filings,
approvals or consents are required to be obtained by the Seller with respect to
the Agreements and the transactions contemplated thereby.
(e) OWNERSHIP OF INTERESTS. The Seller is the record and
beneficial owner of the Interests, free and clear of all liens claims or
encumbrances and the Seller has not transferred, assigned or encumbered the
Warrant, the Original Note, in the whole or in part, or the Accounts Receivable,
other than as provided in this Agreement.
3.2 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. The Purchaser
hereby represents and warrants to the Seller as follows.
(a) POWER AND LEGAL CAPACITY. The Purchaser has full power and
legal capacity and is permitted by applicable laws, rules, and regulations to
execute, deliver, and or perform the Purchaser's obligations under the
Agreements.
(b) DUE EXECUTION; ENFORCEABILITY. Each of the Agreements, as
applicable, has been duly executed and delivered by the Purchaser, constitutes a
legal, valid, and binding agreement of the Purchaser, and is enforceable against
the Purchaser in accordance with the terms hereof and thereof, subject as to
enforceability to applicable bankruptcy, insolvency, reorganization, moratorium,
receivership, conservatorship, or other similar laws relating to or affecting
generally the enforcement of creditors' rights and to general principles of
equity (regardless of whether enforceability is considered in a proceeding at
law or in equity).
(c) NO CONFLICTS. The execution, delivery, and/or performance
of the Agreements by the Purchaser do not violate any law, rule, regulation,
judgment, order, writ, injunction, or decree binding on or applicable to the
Purchaser, and do not conflict with, result in a breach of or default under, or
require any consent under, any contract, agreement, or instrument to which the
Purchaser is a party or by which the Purchaser or the Purchaser's properties are
subject.
(d) NO CONSENTS. No governmental or regulatory, filings,
approvals or consents are required to be obtained by the Purchaser with respect
to the Agreements and the transactions contemplated thereby.
(e) NO LITIGATION. There has never been, nor is there presently
pending, threatened, or anticipated, any action, suit, claim, proceeding,
arbitration, inquiry, or investigation, at law or in equity or by or before any
court, governmental, public, or regulatory authority, exchange, or private
arbitration association, against, affecting, or involving the Purchaser or the
Purchaser's properties which in any way questions the right, power, legal
capacity, or permissibility of the Purchaser to execute, deliver, or perform the
Purchaser's obligations under the Agreements, or wherein any unfavorable
decision, ruling, or finding could adversely affect the Agreements or the
investment contemplated in the Agreements, the legality, validity, binding
effect, or enforceability hereof and thereof.
<PAGE>
Page 12 of 19 Pages
(f) NO RESTRICTIONS. The Purchaser is not subject to any law,
rule, regulation, judgment, order, writ, injunction, decree, or contractual
obligation or duty that in any way restricts, could violate, or could otherwise
prevent the Purchaser's executing, delivering, or performing the Purchaser's
obligations under the Agreements, the Purchaser's making the investment
contemplated in the Agreements, or the Purchaser's continuing and/or becoming a
shareholder, director, officer, and/or employee of Wilson Brothers or carrying
out the Purchaser's obligations and conducting the business operations of Wilson
Brothers in such capacities.
(g) NATURE OF INVESTMENTS. The Interests are being purchased
for the Purchaser's own account, for investment, and not with the intention of
distribution or resale to others, in whole or in part, and the Purchaser
acknowledges that the Interests have not been registered or qualified under, and
are being offered and sold pursuant to exemptions from registration and
qualification under, the Securities Act of 1933 as amended (the "Securities
Act") and applicable state securities laws (the "Blue Sky Laws"), and the
Interests may not be offered for sale, sold, delivered after sale, pledged,
hypothecated, transferred, or otherwise disposed of by the Purchaser and must be
held indefinitely unless a subsequent disposition is exempt from the
registration and qualification requirements of the Securities Act and the Blue
Sky Laws. The Purchaser is purchasing the Interests with the Purchaser's own
funds (except for any financing that may be provided by the Seller), and no one
other than the Purchaser and, if such financing is so provided, the Seller has
any direct or indirect interest in the Interests.
(h) INFORMATION. The Purchaser has received, read, and
understands the Agreements (including any exhibits, annexes, attachments,
amendments, and supplements thereto), understands that there are substantial
risks involved in an investment in the Interests, has made an independent
assessment of the merits of the purchase of the Interests and otherwise, has not
relied on any information provided directly or indirectly by the Seller with
respect thereto.
(i) ABILITY TO EVALUATE AND BEAR RISK. The Purchaser has such
knowledge, experience, and sophistication in financial, business, and investment
matters, in particular in regard to the securities, business and financial
condition of Wilson Brothers, that the Purchaser is fully capable of evaluating
the merits and risks of the investment contemplated in the Agreements. The
Purchaser is capable of bearing the economic risk of the Interests.
(j) NO SOLICITATION. The Purchaser acknowledges that the
investments contemplated in the Agreements have not been offered by means of any
general solicitation or general advertising by the Seller or Wilson Brothers or
any person acting on its behalf, including but not limited to (i) any
advertisement, article, notice, or other communication published in any
newspaper, magazine, or similar media or broadcast over television or radio, or
(ii) any seminar or meeting to which the Purchaser was invited by any general
solicitation or general advertising.
<PAGE>
Page 13 of 19 Pages
(k) PERSONAL MEANS. The Purchaser has adequate means of
providing for the Purchaser's current needs and possible personal contingencies,
has no need for liquidity of the investment contemplated in the Agreements, and
has no reason to anticipate any change in personal circumstances (financial or
otherwise) which may cause or require the sale or distribution of the Interests.
(l) The Purchaser acknowledges that the offer, consideration,
sale, and consummation of the investment and other transactions contemplated in
the Agreements was conducted solely in New York City.
3.3 ADDITIONAL REPRESENTATIONS AND COVENANTS OF THE PARTIES.
(a) The Seller and the Purchaser each hereby covenants and
agrees with the other party that such party shall fully cooperate with the other
party and such party's attorneys and accountants in connection with any steps to
be taken as part of the consummation of the investment contemplated in the
Agreements and the fulfillment of such party's obligations under the Agreements.
(b) The Seller and the Purchaser each hereby covenants and
agrees with the other party that all costs, expenses, and charges incurred by
such party in connection with the Agreements and the investment contemplated in
the Agreements shall be borne exclusively by such party, including without
limitation the fees and expenses of such party's attorneys and accountants.
(c) The Purchaser hereby covenants and agrees that the
confidential, proprietary, and non-public information with respect to Wilson
Brothers that has been or will be provided to the Purchaser in connection with
the investigation of Wilson Brothers required by the investment contemplated in
the Agreements shall be used solely for the purpose of such investigation, shall
not be disclosed to any other individual or entity, and shall not be used at any
time for any other purpose or in any manner that is adverse to the interests of
Wilson Brothers.
4. MISCELLANEOUS.
4.1 NOTICES. All notices, communications, statements, instructions,
or other documents required or desired to be given hereunder shall be in writing
and shall be deemed given when actually received by the intended recipient party
via either courier, registered or certified mail (return receipt requested), or
telex, facsimile, telegram, cable, or other similar means, addressed to the
intended recipient party at the respective addresses set forth on the signature
page of this Agreement (or such other address as either party hereto may
designate to the other party from time to time).
4.2 ENTIRE AGREEMENT; AMENDMENT; WAIVER. This Agreement together
with the documents and instruments executed in connection therewith constitute
the entire understanding and agreement between and/or among the parties hereto
and thereto with respect to the subject matter hereof and thereof. No
modification, amendment, or waiver of any
<PAGE>
Page 14 of 19 Pages
provision of this Agreement shall be effective and valid unless it is set forth
in a written instrument and signed by both parties hereto.
4.3 BINDING AGREEMENT; ASSIGNMENT. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective heirs,
executors, administrators, trustees, legal and personal representatives,
successors, and permitted transferees. Neither party hereto may assign any of
such party's rights nor delegate any of such party's obligations under this
Agreement except with the prior written consent of the other party.
4.4 GOVERNING LAW. This Agreement shall be governed by, and
construed and enforced in accordance with, the substantive law of the State of
New York without reference to its choice of law doctrine.
4.5 COUNTERPARTS. This Agreement may be executed in counterparts,
each of which shall be deemed an original instrument but both of which taken
together shall constitute one and the same agreement.
4.6 SEVERABILITY. If any provision of this Agreement, or the
application of any such provision to any person or circumstance, shall be held
to be inconsistent with any present or future law, ruling, rule, or regulation
of any court or governmental or regulatory authority having jurisdiction over
the subject matter of this Agreement, such provision shall be deemed to be
rescinded or modified in accordance with such law, ruling, rule, or regulation,
and the remainder of this Agreement, or the application of such provision to
persons or circumstances other than those as to which it is held inconsistent,
shall not be affected thereby.
4.7 CAPTIONS. The captions in this Agreement are inserted for
convenience of reference only, and shall not affect the interpretation or
construction of any of the terms hereof.
<PAGE>
Page 15 of 19 Pages
IN WITNESS WHEREOF, the parties hereto have duly executed and
delivered this Agreement as of the date first written above.
SELLER:
/S/ WALTER P. CARUCCI
-------------------------------------
Name: Walter P. Carucci
Address: c/o Carr Securities Corp.
17 Battery Place
New York, NY 10004
Telephone: (212) 483-0072
Facsimile: (212) 425-8256
PURCHASER:
/S/ JOHN SANFORD
-------------------------------------
Name: John Sanford
Address: c/o Carr Securities Corp.
17 Battery Place
New York, NY 10004
Telephone: (212) 483-0072
Facsimile: (212) 425-8256
<PAGE>
Page 16 of 19 Pages
EXHIBIT 2
<PAGE>
Page 17 of 19 Pages
PROMISSORY NOTE
$15,000.00 New York, New York
April 18, 1995
FOR VALUE RECEIVED, JOHN SANFORD, a resident of the State of South
Carolina (the "Obligor"), hereby promises to pay to the order of WALTER P.
CARUCCI, a resident of the State of New York or his permitted assigns (the
"Holder"), on or before March 18, 1996, the principal amount of FIFTEEN THOUSAND
Dollars (or so much thereof as shall not have been prepaid) and to pay interest
at the rate of 5.0% per annum on the unpaid principal amount hereof from April
18, 1995 to the date of payment of all obligations hereunder. In addition, the
Obligor agrees to pay interest at the rate of 12.5% per annum on any overdue
principal and, to the extent permitted by applicable law, on any overdue
interest, from the due date thereof, until the overdue obligation shall be
discharged. Interest due hereunder shall be payable quarterly commencing on
June 30, 1995 and continuing until all interest amounts due hereunder shall have
been paid. Principal shall be payable in equal quarterly installments
commencing on June 30, 1995 and continuing until the principal amount hereunder
shall have been repaid. Payments of principal and interest shall be made in
lawful money of the United States of America.
This Note may be prepaid at any time, without penalty or premium, in
whole or in part (in multiples of $1,000), on not less than 10 Business Days'
notice together with payment of interest on the amount prepaid to the date of
such prepayment.
Upon default of payment of any principal or interest hereunder when
due, the principal amount remaining unpaid and all accrued and unpaid interest
shall become due and
<PAGE>
Page 18 of 19 Pages
payable at the option of the Holder on 15 days' prior written notice, unless
such default is cured within such 15 day period. The Obligor hereby waives
presentment for payment, notice of dishonor and protest.
No course of dealing between the Obligor and the Holder hereof or
delay on the part of the Holder hereof in exercising any rights hereunder shall
operate as a waiver of any right of the Holder except to the extent expressly
waived in writing by the Holder.
All payments of the principal, interest and other amounts payable upon
or in respect of this Note or the indebtedness evidenced hereby shall be made to
the Holder at the following address: 17 Battery Place, New York, New York 10004
or such other address as the Holder shall designate in writing. All such
payments shall be made without setoff or counterclaim and free and clear of, and
without deduction for taxes, levies, imposts, duties, charges, fees deductions,
withholdings, restrictions or conditions of any nature now existing or
hereinafter imposed by any governmental authority.
Whenever any payment to be made hereunder shall be due on Saturday,
Sunday or a public holiday under the laws of the State of New York, such payment
may be made on the next succeeding Business Day and any extension of time shall
be included in computing interest with respect to such payment. As used herein,
the term "Business Day" means a day of the year on which banks are not required
or authorized to close in the City of New York.
Should the indebtedness represented by this Note or any party thereof
be collected by action at law, or in bankruptcy, receivership or other court
proceedings, or should this Note be placed in the hands of attorneys for
collection after default, the Obligor agrees to
-2-
<PAGE>
Page 19 of 19 Pages
pay, in addition to principal and interest due and payable hereon, court costs
and reasonable attorneys' fees and other collection charges, unless prohibited
by law.
This Note shall be governed by and construed in accordance with the
laws of the State of New York.
IN WITNESS WHEREOF, the Obligor has duly executed this Note as of the
day and year first above written.
/S/ JOHN SANFORD
----------------------------
John Sanford
-3-
