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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
Maureen S. Paparella
187 Cinnabar Lane
Yardley, Pennsylvania 19067 (215) 321-6016
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 6, 1996
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (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).
Exhibit Index on Page 21
Page 1 of 21 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 972091 10 2 Page 2 of 21 Pages
- --------------------------------------------------------------------------------
1 NAME OR REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Estate of
Bruce Paparella
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
00
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE> Page 3 of 21 Pages
This Amendment No. 2 dated September 17, 1996 to the Schedule 13D (the
"13D") of Bruce Paparella ("Paperella") is filed by The Estate of Bruce
Paparella, Deceased (the "Estate") to reflect information required pursuant to
Rule 13d-2 of the General Rules and Regulations under the Securities Exchange
Act of 1934, as amended (the "34 Act"). This amendment restates in accordance
with rule 13d-2(c) promulgated under the 34 Act, the as amended, filed by
Paparella. This statement relates to shares of common stock, par value $1 per
share (the "Common Stock") of Wilson Brothers, an Illinois corporation (the
"Issuer"). The principal executive offices of the Issuer are located at 17
Battery Place, New York, New York 10004.
Item 2. Identity and Background
Item 2 of the 13D is hereby amended and restated as follows:
This statement is being filed by the Estate on behalf of Paparella who died
on April 21, 1996. Paparella's business address was Carr Securities Corp., 17
Battery Place, New York, NY 10004. Paparella's principal occupation was Research
Director of Carr Securities Corp. In addition, Paparella was the President,
Chief Executive Officer and Director of Wilson Brothers and President, Chief
Executive Officer and Director of Wilson's wholly-owned subsidiary, Houze Glass
Corporation.
During the last five years, Paparella was not convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors). During the
last five years, Paparella was not a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction. Prior to his death, Paparella
was a citizen of the United States.
Item 3. Source and Amount of Funds or other Consideration
Item 3 of the 13D is hereby amended and restated as follows:
On January 10, 1994, pursuant to a Securities Purchase Agreement among
Paparella, Warren B. Kanders and Triarc Companies, Inc. ("Triarc"), (i)
Paparella acquired from Triarc 1,296,436 shares of Common Stock, (ii) Mr.
Kanders acquired from Triarc 648,217 shares of Common Stock, (iii) Triarc
assigned to
<PAGE> Page 4 of 21 Pages
Paparella and Mr. Kanders a convertible note (the "Convertible Note") in the
principal amount of $1,500,000 and convertible into 956,937 shares of Common
Stock, and (iv) Triarc assigned to Paparella and Mr. Kanders certain accounts
receivable held by Triarc in the amount at September 30, 1993 of $1,230,000 (the
"Accounts Receivable"). As a consequence of said transactions, Paparella
obtained a 75% interest in the Convertible Note and the Accounts Receivable and
Mr. Kanders obtained a 25% interest in the Convertible Note and the Accounts
Receivable.
Walter P. Carucci advanced $45,577.81 to Paparella to enable Paparella to
purchase the Common Stock and Paparella's interest in the Convertible Note. Such
loan bears interest at the rate of 7.5% per annum, was payable on or before
December 28, 1995 and evidenced by a promissory note. In consideration for
such loan, Paparella (i) issued to Mr. Carucci a warrant, non-exercisable for
two years, to acquire up to 648,218 shares of Common Stock (the "Warrant"), and
(ii) transferred to Mr. Carucci 50% of Paparella's 75% interest in the
Convertible Note and the Accounts Receivable.
On December 30, 1994, in a private transaction Paparella purchased 348,217
shares of Common Stock from Mr. Kanders for an aggregate purchase price of
$5,000 paid by Paparella by delivery of a promissory note made by Paparella in
favor of Mr. Kanders.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended and restated as follows:
The purpose of the transaction described in Item 5 herein is to settle the
Estate and terminate Paparella's interest in the Issuer in connection
therewith. The shares of Common Stock and Paparella's interest in the
Convertible Note were originally acquired for investment purposes. Concurrent
with Paparella's acquisition of such securities, the Board of Directors of the
Issuer was reduced to two members and Paparella was elected a member of such
board.
Item 5. Interest in Securities of the Issuer
Item 5 of the 13D is hereby amended and restated as follows:
(a) As of the date hereof, Paparella and the Estate beneficially do not own
any shares of Common Stock of the Issuer.
<PAGE> Page 5 of 21 Pages
(b) Paparella and the Estate do not have the power to vote, to direct the
vote, to dispose or to direct the disposition of any shares of Common Stock of
the Issuer.
(c) During the past sixty days the following transaction in the Common
Stock of the Issuer was effected:
On September 6, 1996, in a private transaction, the Estate sold to John
Sanford ("Purchaser"), President, Director and a shareholder of the Issuer,
pursuant to a Letter Agreement (the "Letter Agreement") dated August 27, 1996
(i) an interest in the Convertible Note in the principal sum of $562,500, dated
April 15, 1994, comprising 35.5% of the Convertible Note (ii) the Accounts
Receivable of the Issuer owned by the Estate and (iii) 1,644,653 shares of
Common Stock of the Issuer, for an aggregate purchase price of $330,000. The
purchase price was $275,000 at closing and the balance of $55,000 in 36 equal,
consecutive, monthly installments, including interest at 8% per annum.
Purchaser's obligation for the balance of the purchase price is evidenced by a
promissory note which is secured by a pledge of 822,326 shares of Common Stock
owned by Purchaser and a collateral assignment of 50% of Purchaser's interest in
the Convertible Note and the Common Stock issuable upon conversion thereof
(collectively, the "Pledged Stock") and the Accounts Receivable, pursuant to a
Pledge Agreement (the "Pledge Agreement") dated September 6, 1996. As additional
purchase price, Purchaser is required to pay the Estate 15% of the net
income of Houze Glass Corporation for fiscal 1996 in excess of $100,000; and, in
the event a change of control of the Issuer on or before September 6, 1997,
Purchaser is required to pay 15% of the proceeds in excess of $1,000,000 (or a
pro rata portion thereof if less than 100% of the assets or voting control of
the Issuer is sold) resulting from the sale of Convertible Notes, Common Stock
and/or assets of the Issuer during such period.
(d) No other persons are known 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) As of September 6, 1996, the estate ceased to be the beneficial owner
of any shares of capital stock of the issuer. The Estate disclaims beneficial
ownership of the Pledged Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer and disclaims beneficial ownership of the
Pledged Stock.
<PAGE> Page 6 of 21 Pages
Item 6 of the 13D is hereby amended and restated as follows:
Walter P. Carucci advanced $45,577.81 to Paparella to enable Paparella to
purchase Paparella's interest in the Convertible Note. Such loan bears interest
at the rate of 7.5% per annum, was payable on or before December 28, 1995 and
evidenced by a promissory note. In consideration for such loan, Paparella
issued to Mr. Carucci the Warrant and transferred to Mr. Carucci 50% of
Paparella's 75% interest in the Convertible Note and the Accounts Receivable.
In connection with the sale of its Common Stock, Paparella entered into the
Letter Agreement and Pledge Agreement relating to the Pledged Stock, described
in Item 5 above.
Item 7. Material to be filed as Exhibits
Item 7 of the Schedule 13D is hereby amended and restated as follows:
Exhibit 1. Securities Purchase Agreement dated as of December 28, 1993
among Triarc Companies, Inc., Bruce Paparella and Warren
Kanders. Incorporated by reference to Exhibit 1 of the 13D.
Exhibit 2. Promissory Note dated December 28, 1993 made by Bruce paparella
in favor of Walter P. Carucci. Incorporated by reference to
Exhibit 2 of the 13D.
Exhibit 3. Warrant dated January 10, 1994 issued by Bruce Paparella to
Walter P. Carucci. Incorporated by reference to Exhibit 3 of the
13D.
Exhibit 4. Assignment of Note and Accounts Receivable dated January 10,
1994 between Walter P. Carucci and Bruce Paparella. Incorporated
by reference to Exhibit 4 of the 13D.
<PAGE> Page 7 of 21 Pages
Exhibit 5. Stock Purchase Agreement dated December 30, 1994 between Warren
B. Kanders and Bruce Paparella. Incorporated by reference to
Exhibit 5 of Amendment No. 1 to the 13D.
Exhibit 6. Demand Promissory Note dated December 30, 1994 made by Bruce
Paparella in favor of Warren B. Kanders. Incorporated by
reference to Exhibit 6 of Amendment No. 1 to the 13D.
Exhibit 7. Letter Agreement dated August 27, 1996 among John Sanford,
Wilson Brothers Inc., Estate of Bruce Paparella, Deceased and
Maureen S. Paparella.
Exhibit 8. Promissory Note dated September 6, 1996 made by John Sanford in
favor of Maureen S. Paparella.
Exhibit 9. Pledge Agreement dated September 6, 1996 among John Sanford,
Maureen S. Paparella and Kane Kessler, P.C.
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.
Dated: September 17, 1996
THE ESTATE OF BRUCE PAPARELLA
By: /s/ Maureen S. Paparella
__________________________
Maureen S. Paparella,
Executrix
Page 8 of 21 Pages
<PAGE>
Page 9 of 21 Pages
[Letterhead of Kane Kessler, P.C.]
August 27, 1996
VIA FACSIMILE No. 1-803-846-8225
Mr. John Sanford
Carr Securities Corp.
One Penn Plaza - Suite 4720
New York, New York 10119
Re: Paparella/Wilson Bros.
Dear John:
This letter will confirm our telephone conversation of yesterday with
respect to the agreement reached between you and the Estate of Bruce Paparella
and Maureen Paparella ("Paparella").
Paparella shall sell to you all of their interest in Wilson Bros.
Inc., including its subsidiary Houze Glass Company, (collectively, the
"Company"), which we understand comprises 37.5% of the outstanding Convertible
Notes, 15.39% of the Accounts Receivable, and an unknown percentage of Common
Stock. The Purchase Price shall be Three Hundred Thirty Thousand Dollars
($330,000), $275,000 payable at Closing by certified or cashier's check or wire
transfer of immediately available funds.
The balance of $55,000 shall be paid in thirty-six (36) equal,
consecutive, monthly installments, inclusive of principal and interest at the
rate of eight percent (8%) per annum. The first installment shall be due and
payable on the 30th day following the Closing Date, with each successive payment
due on the monthly anniversary thereof. This obligation shall be evidenced by a
Promissory Note and secured by a pledge of one-half of all Paparella securities
to be sold.
<PAGE>
2--Mr. John Sanford. August 27, 1996.
You have further agreed to pay Paparella, as additional Purchase
Price, the following sums:
1. An amount equal to fifteen percent (15%) of the actual net income of
Houze Glass Company for fiscal 1996 in excess of $100,000, payable on
or before the ninetieth (90th) day after the date of the fiscal year.
Such net income shall be determined from the consolidating financial
statement of Houze Glass Company utilized by the Company in its
audited consolidated SEC financial reports, determined on a
historically consistent basis in accordance with GAAP, with an
Page 10 of 21 Pages
add-back for compensation paid to you (or your affiliates) during 1996
in excess of $75,000 affecting net income of Houze for 1996.
2. An amount equal to fifteen percent (15%) of the proceeds in excess of
$1,000,000 (extrapolated if the percentage of securities or assets
sold represent less than 100% of the Company), from the sale of
Convertible Notes, Common Stock and/or Assets of the Company resulting
in a "change of control" of the Company on or before the first
anniversary date of the Closing herein. For purposes of this
provision, the parties agree that any agreement or closing occurring
after the first anniversary date with a third party with whom you or
the Company are negotiating prior to such anniversary date shall be
deemed to have occurred prior to such anniversary date. Payment of the
consideration due Paparella pursuant to this provision shall be paid
simultaneously with the payment of such consideration to the Company,
to you and/or all other shareholders and shall be made in the same
form and manner, on a pro rata basis.
At the Closing, Wilson Bros. Inc. shall pay to Paparella the sum of
Eighteen Thousand Seven Hundred Fifty Dollars ($18,750), less any applicable
withholding taxes, representing payment in full of salary due to Bruce Paparella
for fiscal 1996.
The Closing is scheduled to take place on or about September 6, 1996.
We will confirm the closing date by telephone on September 3, 1996.
If this letter accurately reflects your understanding and agreement,
kindly sign, on behalf of Wilson Bros. Inc. and you personally, in the spaces
provided and fax back to me at my office an executed copy.
<PAGE>
3--Mr. John Sanford. August 27, 1996.
Should you have any questions or comments, please call me immediately
upon your receipt of this letter.
Sincerely,
/s/ Jeffrey S. Tullman
---------------------
JST:mi Jeffrey S. Tullman
ACCEPTED and AGREED TO:
/s/ John Sanford
- --------------------------
JOHN SANFORD, Individually
Wilson Bros. Inc.:
Page 11 of 21 Pages
By:/s/ John Sanford
---------------------------
JOHN SANFORD, President
Estate of BRUCE PAPARELLA,
Deceased:
By:/s/ Maureen Paparella
---------------------
MAUREEN PAPARELLA,
Executrix
/s/ Maureen Paparella
- -------------------------------
MAUREEN PAPARELLA, Individually
cc: VIA FEDERAL EXPRESS
Mrs. Maureen Sheehan Paparella
187 Cinnabar Lane
Yardley, Pennsylvania 19067
Page 12 of 21 Pages
<PAGE>
Page 13 of 21 Pages
PLEDGE AGREEMENT
PLEDGE AGREEMENT made this 6th day of September, 1996, by and among John
Sanford, ("Pledgor"), Maureen S. Paparella ("Pledgee") and Kane Kessler, P.C.
("Escrow Agent").
W I T N E S S E T H :
WHEREAS, Pledgor has purchased from Pledgee, all of Pledgee's interest in
certain convertible notes ("Convertible Notes") of Wilson Brothers, an Illinois
corporation ("Wilson"), accounts receivable ("A/R"s) and common stock ("Common
Stock") of Wilson, all as more fully set forth on Exhibit "A" hereto
(collectively, the "Securities") pursuant to a certain Letter Agreement dated
August 27, 1996, among Pledgor, Pledgee, Wilson and the Estate of Bruce
Paparella, deceased ("Letter Agreement"); and
WHEREAS, in connection with such purchase, the Pledgor has delivered to
Pledgee a Promissory Note in the amount of Fifty-Five Thousand Dollars
($55,000.00), plus interest (the "Promissory Note"); and
WHEREAS, Pledgee requires certain security for the payment of the
Promissory Note;
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein contained, the parties agree as follows:
1. To secure payment of the Promissory Note when due, Pledgor hereby
delivers to the Escrow Agent, in pledge, certificates, assignments and/or other
forms of securities
<PAGE>
evidencing fifty (50%) percent of the Securities sold by Pledgee to Pledgor
pursuant to the Letter Agreement, as set forth on Exhibit "A" hereto,
accompanied by stock and/or bond powers therefor, duly endorsed in blank by the
Pledgor. The term "Collateral" as used herein means the shares of Common Stock
evidenced by the certificates, the Convertible Notes and A/Rs so pledged, plus
any and all securities, cash or other property issued in respect of any
distribution, interest payment, payment against an A/R, dividend or stock split
thereof, or securities issued upon conversion of the Convertible Notes. Unless
and until an Event of Default shall occur under the Promissory Note, the Letter
Agreement or this Pledge Agreement, Pledgor shall have the right to vote the
Securities pledged herein. The Pledgor shall forthwith deliver to the Escrow
Agent any of the same in the manner set forth above, which shall be held by the
Escrow Agent as part of the Collateral in accordance with the terms of this
Agreement.
2. Upon payment in full of the Promissory Note, the Pledgee shall forthwith
notify the Escrow Agent in writing. Upon receipt of such notice, or delivery by
the Pledgor of evidence satisfactory to Escrow Agent, with a copy to the
Page 14 of 21 Pages
Pledgee, that the Promissory Note has been paid in full, on or after the
eleventh (11th) day following receipt of such evidence, the Collateral shall be
released from pledge hereunder and delivered by the Escrow Agent to the Pledgor
and the pledge created hereby with respect thereto shall thereupon terminate.
3. If an Event of Default under the Promissory Note should occur, which is
not cured within the applicable grace
2
<PAGE>
period, Pledgee shall notify the Escrow Agent in writing, with a copy of such
notice to Pledgor. On or after the eleventh (11th) day following receipt of such
notice, the Escrow Agent shall deliver the Collateral to the Pledgee, who shall
be entitled to exercise all of the rights and remedies of a secured party under
the Uniform Commercial Code of New York with respect to the Collateral,
provided, however, that any sale of such Collateral, shall be conducted by the
Escrow Agent. The proceeds of any such sale shall first be applied in payment of
the expenses of the sale, then to accrued or imputed and unpaid interest, then
to principal amount of the Promissory Note. In connection with any such sale, in
addition to any documentation delivered to the Escrow Agent concurrent with the
execution and delivery of this Agreement, Pledgor shall execute and deliver any
further documentation requested by the Escrow Agent or Pledgee, including,
without limitation, additional stock and bond powers and assignments necessary
to permit the sale or transfer of the Collateral on the books of the
Corporation.
4. Anything contained in Paragraph 2 to the contrary notwithstanding, in
the event the Escrow Agent shall receive written notice from the Pledgee, given
in good faith, that the Pledgor is in default under the Promissory Note, which
notice must be received by the Escrow Agent on or before the tenth (10th) day
following the date on which the Escrow Agent received the evidence from the
Pledgor that the Promissory Note has been paid in full, the Escrow Agent shall
thereupon take no action with respect to the Collateral it is holding hereunder
unless and until it has received
3
<PAGE>
an order of a court of competent jurisdiction directing its disposition of the
Collateral or written direction duly executed by all of the parties hereto.
5. Anything contained in Paragraph 3 to the contrary notwithstanding, in
the event the Escrow Agent shall receive written notice from the Pledgor, given
in good faith, that the Pledgor is not in default under the Promissory Note,
which notice must be received by the Escrow Agent on or before the tenth (10th)
day following the date on which the Escrow Agent received the Pledgee's notice
of default, the Escrow Agent shall thereupon take no action with respect to the
Collateral it is holding hereunder unless and until it has received an order of
a court of competent jurisdiction directing its disposition of the Collateral or
Page 15 of 21 Pages
written direction duly executed by all of the parties hereto.
6. The Escrow Agent agrees to serve without compensation for its services
hereunder; however, the Pledgor and Pledgee, jointly and severally, agree to
reimburse the Escrow Agent for all reasonable expenses, disbursements and
advances incurred or made by the Escrow Agent in performance of its duties
hereunder, including reasonable attorneys' fees incurred in seeking legal advice
with respect to the interpretation of this Agreement or performance of its
duties hereunder.
It is agreed that the duties of the Escrow Agent are only such as are
herein specifically provided, being purely ministerial in nature, and that it
shall incur no liability whatever except for willful misconduct or gross
negligence so long as it has acted in good faith.
4
<PAGE>
The Escrow Agent shall be under no responsibility in respect of any of the
items deposited with it other than faithfully to follow the instructions herein
contained. It may consult with counsel and shall be fully protected in any
action taken in good faith in accordance with such advice. It shall not be
required to defend any legal proceedings which may be instituted against it in
respect of the subject matter of these instructions unless requested to do so by
the undersigned and indemnified to its satisfaction against the cost and expense
of such defense. It shall have no responsibility for the genuineness or validity
of any document or other item deposited with it and it shall be fully protected
in acting in accordance with any written instruction given to it hereunder and
believed by it to have been signed by the proper parties.
The Escrow Agent may resign as such upon delivery of written notice of
resignation to each of the parties hereto, such resignation to be effective on
the tenth (10th) day following the date such notice is delivered to the Pledgor
and the Pledgee.
If any one or more of the provisions of this Agreement shall be held to be
invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
7. The Pledgor and the Pledgee, jointly and severally, covenant and agree
to indemnify the Escrow Agent for, and hold it harmless against, any loss,
liability or expense incurred without gross negligence or bad faith on the part
of the Escrow Agent and
5
<PAGE>
arising out of or in connection with the acceptance or administration of this
Agreement.
Page 16 of 21 Pages
8. This Agreement shall be binding upon the undersigned and their
respective successors and assigns and shall inure to the benefit of Pledgee, her
heirs, administrators, successors and assigns. The Agreement cannot be changed,
modified or otherwise affected orally, but only by an instrument signed by the
parties to be charged.
9. Any notice, request, instruction or other document required or permitted
to be given pursuant to this Agreement shall be deemed duly given if made in
writing and delivered personally, sent by facsimile with confirmation of
receipt, or deposited in the United States mail and sent by certified or
registered mail, return receipt requested, postage prepaid, addressed as
follows:
To Pledgor:
Mr. John Sanford
c/o Carr Securities Corp.
One Penn Plaza
Suite 4720
New York, NY 10119
Fax 212-760-0714
To Pledgee:
Mrs. Maureen S. Paparella
187 Cinnabar Lane
Yardley, Pennsylvania 19067
To Escrow Agent:
Kane Kessler, P.C.
1350 Avenue of the Americas - 26th Floor
New York, New York 10019
Attention: Jeffrey S. Tullman, Esq.
Fax: (212) 245-3009
or such other address as to any party may give notice in the manner prescribed
by this Paragraph 9.
6
<PAGE> Page 17 of 21 Pages
10. This Agreement is made under and shall be governed and construed in
accordance with the laws of the State of New York applicable to contracts made
and to be performed in that State.
IN WITNESS WHEREOF, the parties hereto have executed this Pledge Agreement
on the day and year first above written.
Pledgor:
s/John Sanford
___________________________________
John Sanford
Pledgee:
s/Maureen S. Paparella
___________________________________
Maureen S. Paparella
Escrow Agent:
Kane Kessler, P.C.:
By: s/Jeffrey S. Tullman
_____________________________
Jeffrey S. Tullman, Esq.
7
Page 18 of 21 Pages
<PAGE>
Page 19 of 21 Pages
PROMISSORY NOTE
$55,000 September 6, 1996
New York, New York
FOR VALUE RECEIVED, John Sanford, with an address at c/o Carr
Securities Corp., One Penn Plaza, New York, New York 10119 (the "Maker"), hereby
promises to pay to the order of Mrs. Maureen S. Paparella (the "Payee") at 187
Cinnabar Lane, Yardley, Pennsylvania 19067, or at such other place as Payee may
designate in writing, the principal sum of Fifty-five Thousand Dollars ($55,000)
("Principal Amount"), plus interest at the rate of 8% per annum, accruing from
the date hereof until the Principal Amount has been paid in full. The Principal
Amount, together with accrued interest, shall be self-liquidating in thirty-six
(36) equal, consecutive, monthly installments of $1,723.51, payable on the sixth
(6th) day of each month commencing on October 6, 1996, until such sum has been
paid in full. Attached hereto is an Amortization Schedule setting forth the
amount of principal and interest of each such installment payment.
If any payment under this Note becomes due on a public holiday under
the laws of the State of New York, the maturity thereof shall be extended to the
next succeeding business day.
If any one of the following events shall occur for any reason and be
continuing, which event is not cured within the applicable grace period (after
the lapse of such grace period, an "Event of Default"):
<PAGE> Page 20 of 21 Pages
(a) The failure of the Maker to make any payment of principal or
interest on the Note when due, unless cured within a period of
fifteen (15) days after notice from Payee of such failure;
(b) The filing by or against the Maker or Wilson Bros., an Illinois
Corporation ("Wilson") of a petition under any of the provisions
of the United States Bankruptcy Code, any bankruptcy law or any
similar applicable statute, law or regulation, or any assignment
for the benefit of creditors or the Maker or Wilson shall be
unable to pay its debts generally as they become due; provided,
however, that the Maker shall have a grace period of thirty (30)
days to bring an action to dismiss the filing of an involuntary
Petition In Bankruptcy against the Maker or Wilson under any of
the provisions of the Bankruptcy Code and, provided further, that
if:
(i) The Maker has brought such action to dismiss within
such thirty (30) day grace period; and
(ii) The Maker shall diligently and vigorously prosecute its
action to dismiss; and
(iii) The Maker shall continue to make all payments to
Payee, when due, of principal and interest under this
Note;
then the Maker shall have ninety (90) days from the date on which
such involuntary Petition In Bankruptcy was commenced to obtain
an order of final judgment from a court of competent jurisdiction
dismissing same, or to settle such matter.
(c) The failure of the Maker to pay any sum or fulfill any agreement
or obligation to Payee pursuant to a letter agreement dated
August 27, 1996 among Maker, Payee, Wilson and the Estate of
Bruce Paparella, deceased.
This Note may be prepaid, in whole or in part, at any time or from
time to time, without premium or penalty.
This Note is secured by and entitled to the benefits of a certain
Pledge Agreement dated September 6, 1996, by and among Maker and Payee
("Agreement").
Upon the occurrence of an Event of Default, the entire unpaid
principal of the Promissory Note, together with all interest
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accrued thereon shall, at Payee's option, upon written notice to Maker, become
immediately due and payable. In addition thereto, Payee shall be entitled to
reasonable counsel fees in enforcing its rights hereunder.
Payee's delay or failure to exercise, or single or partial exercise,
of any of its options, powers or rights hereunder or otherwise shall not
constitute a waiver of any such or other options, powers or rights or of any
defaults of the Maker, and shall not preclude Payee's subsequent exercise of
such options, powers and rights or of any other options, powers, rights or
remedies it may, from time to time, possess. No waiver of any of Payee's
options, powers or rights shall be effective unless the same shall be in
writing, duly executed by Payee, and each such waiver, if any, shall apply only
with respect to the specific instance involved, and shall in no way impair the
rights of Payee or the obligations of the Maker. No extension of time for
payment on this Note shall affect the liability of the Maker hereunder.
This Note shall be binding upon the successors and assigns of the
Maker, and shall be governed by the internal laws of the State of New York
without giving effect to principles of conflict of laws.
IN WITNESS WHEREOF, the undersigned has caused this Note to be
executed as of the date first above written.
s/John Sanford
______________________________
John Sanford
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