<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
CHAPARRAL RESOURCES, INC.
(Name of Issuer)
Common Stock, Par Value, $0.10 Per Share
(Title of Class of Securities)
159420207
(CUSIP Number)
Gaetano J. Casillo
Allen & Company Incorporated
711 Fifth Avenue, New York, New York 10022, (212) 832-8000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 26, 1997
(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 13-d-1(b)(3) or (4), check the following
box [X].
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purposes 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>
<PAGE>
SCHEDULE 13D
- -------------------
CUSIP No. 159420207
- -------------------
==============================================================================
1 NAME OF REPORTING PERSON - S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Allen Holding Inc.
- -----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
- -----------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------
4 SOURCE OF FUNDS
Not Applicable
- -----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E) [ ]
- -----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -----------------------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
- -----------------------------------------------------------------------------
7 SOLE VOTING POWER
- -----------------------------------------------------------------------------
8 SHARED VOTING POWER
7,959,058 (includes 1,828,720 shares underlying warrants to purchase
shares of the Issuer's Common Stock.)
- -----------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
- -----------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
7,959,058 (includes 1,828,720 shares underlying warrants to purchase
shares of the Issuer's Common Stock.)
- -----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,959,058 (includes 1,828,720 shares underlying warrants to purchase
shares of the Issuer's Common Stock.)
- -----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- -----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.3%
- -----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
HC
==============================================================================
<PAGE>
<PAGE>
SCHEDULE 13D
- -------------------
CUSIP No. 159420207
- -------------------
==============================================================================
1 NAME OF REPORTING PERSON - S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Allen & Company Incorporated
- -----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
- -----------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- -----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E) [ ]
- -----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- ------------------------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
- -----------------------------------------------------------------------------
8 SHARED VOTING POWER
7,959,058 (includes 1,828,720 shares underlying warrants to purchase
shares of the Issuer's Common Stock.)
- -----------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
- -----------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
7,959,058 (includes 1,828,720 shares underlying warrants to purchase
shares of the Issuer's Common Stock.)
- ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,959,058 (includes 1,828,720 shares underlying warrants to purchase
shares of the Issuer's Common Stock.)
- -----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- -----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.3%
- -----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO, BD
==============================================================================
<PAGE>
<PAGE>
SCHEDULE 13D
Item 1. Security and Issuer
(a) Class of Securities: Common Stock, par value, $0.10 per share
("Common Stock")
(b) Issuer: Chaparral Resources, Inc. (the "Issuer")
621 17th Street, Suite 1301
Denver, CO. 80293
Item 2. Identity and Background
a. Name: Allen & Company Incorporated ("ACI")
See Exhibit A for Officers and Directors of ACI.
ACI, a New York corporation is a wholly-owned
subsidiary of Allen Holding Inc., a Delaware
corporation.
b. Address: 711 Fifth Avenue
New York, New York 10022
c. Business or
occupation: Investment Banking
d. Neither ACI, nor any individual listed in Exhibit A attached hereto,
has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) during the past five years.
e. During the last five years, neither ACI, nor any individual listed
in Exhibit A attached hereto, was 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 violations with respect to such laws.
f. Citizenship
or Place of
Organization: New York
Citizenship of the Officers and
Directors of ACI is set forth in Exhibit
A hereto.
a. Name: Allen Holding Inc. ("AHI")
See Exhibit A for Officers and Directors
of Allen Holding Inc.<PAGE>
<PAGE>
b. Address: 711 Fifth Avenue
New York, New York 10022
c. Business or
occupation: Holding Company
d. Neither AHI nor any individual listed in Exhibit A attached hereto,
has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) during the past five years.
e. During the last five years, neither AHI nor any individual listed in
Exhibit A attached hereto, was 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 violations with respect to such laws.
f. Citizenship or
Place of
Organization: Delaware
Citizenship of the Officers and
Directors of Allen Holding Inc. is set
forth in Exhibit A hereto.
Item 3. Source and Amount of Funds or Other Consideration
ACI purchased, on behalf of itself and certain other individuals,
4,590,338 Shares of the Issuer's Common Stock in connection with a Stock
Purchase Agreement (a copy of which is attached hereto as Exhibit C) dated
November 26, 1997, by and between ACI, as Purchaser, and Victory Ventures LLC,
as Seller. A total of 200,000 of such shares are not deemed to be
beneficially owned by ACI. ACI purchased the shares at a price of $2.00 per
share for an aggregate purchase price of $9,180,676.
Item 4. Purpose of Transaction
ACI purchased, on behalf of itself and certain other individuals,
4,590,338 Shares of the Issuer's Common Stock in connection with a Stock
Purchase Agreement (a copy of which is attached hereto as Exhibit C) dated
November 26, 1997, by and between ACI, as Purchaser, and Victory Ventures LLC,
as Seller. A total of 200,000 of such shares are not deemed to be
beneficially owned by ACI. ACI purchased the shares at a price of $2.00 per
share for an aggregate purchase price of $9,180,676.
<PAGE>
<PAGE>
Item 5. Interest in Securities of the Issuer
(a) As of the close of business on November 26, 1997, the Reporting
Persons, by virtue of the language of Rule 13d-3(d)(1)(i), may be deemed to
own beneficially in the aggregate the number and percentage of the Issuer's
Common Stock set forth opposite their names below (based upon the number of
Shares of Common Stock that were reported to be outstanding by the Issuer.)
<TABLE>
<CAPTION>
==============================================================================
Name Shares of Common Stock Percentage
- -----------------------------------------------------------------------------
<S> <C> <C>
Allen Holding Inc. 7,959,058(1)(2)(3)(4) 16.3%
- -----------------------------------------------------------------------------
Allen & Company Incorporated 7,959,058(1)(2)(3) 16.3%
- ---------------------------------------------------------------------------
==============================================================================
</TABLE>
(1) Includes 1,828,720 shares underlying warrants to purchase shares of the
Issuer's Common Stock.
(2) Does not include certain shares owned directly by certain officers and
stockholders of ACI and AHI with respect to which ACI and AHI disclaim
beneficial ownership. Certain officers and stockholders of AHI and ACI
may be deemed to beneficially own certain shares of the Issuer's Common
Stock reported to be beneficially owned directly by ACI and AHI.
(3) Excludes shares held in ACI's market maker account.
(4) Represents shares owned by ACI, a wholly-owned subsidiary of AHI.
(b) AHI owns 100% of the outstanding stock of ACI, and so may be
deemed to beneficially own the shares which ACI owns as reported in Item 5(a)
herein.
(c) In addition to the shares purchased in connection with the Stock
Purchase Agreement described above, no trades were made by ACI or AHI for
their own account in the past 60 days except in ACI's capacity as a market
maker.
(d) To the best of Reporting Persons' knowledge, except as set forth
herein, no other person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, any shares of
Common Stock which Reporting Persons may be deemed to own beneficially.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of Issuer
<PAGE>
<PAGE>
(a) Stock Purchase Agreement dated November 26, 1997 by and between
Allen & Company Incorporated ("Purchaser") and Victory Ventures LLC ("Seller")
is attached hereto as Exhibit C.
Item 7. Material to be filed as Exhibits
Exhibit A -- Directors and Executive Officers of Allen Holding Inc.
and Allen & Company Incorporated.
Exhibit B -- Joint Filing Agreement dated December 9, 1997.
Exhibit C -- Stock Purchase Agreement
<PAGE>
<PAGE>
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
Dated: December 9, 1997
ALLEN HOLDING INC.
By: /s/ Gaetano J. Casillo
- ----------------------------------------
Gaetano J. Casillo
Vice President
ALLEN & COMPANY INCORPORATED
By: /s/ Gaetano J. Casillo
- ----------------------------------------
Gaetano J. Casillo
Vice President
<PAGE>
<PAGE>
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
Dated: December 9, 1997
ALLEN HOLDING INC.
By:
- ----------------------------------------
Gaetano J. Casillo
Vice President
ALLEN & COMPANY INCORPORATED
By:
- ----------------------------------------
Gaetano J. Casillo
Vice President
<PAGE>
<PAGE>
<TABLE>
EXHIBIT A
OFFICERS AND DIRECTORS OF ALLEN & COMPANY INCORPORATED
<S> <C> <C>
Name xx Business Principal Occupation (i.e.,
Address Position with Allen & Company
Incorporated
Herbert A. Allen x President, Managing Director,
Director, Chief Executive Officer
Herbert A. Allen III x Vice President, Director
Grace Allen x Director
Eran S. Ashany x Vice President, Director
Jonathan S. Bean x Vice President
Robert E. Beers x Vice President
Edmund M. Bleich x Vice President
Denise Calvo-Silver x Vice President, Director
Dominick J. Cantalupo x Co-Chief Operations Officer, Vice
President
Marvyn Carton x Director - Emeritus
Gaetano J. Casillo x Chief Compliance Officer, Vice
President
Robert H. Cosgriff x Chief Administrative Officer,
Executive Vice President, Managing
Director, Director
Richard M. Crooks, Jr. x Director
Thalia V. Crooks x Vice President, Director
Mary L. Cullen x Vice President, Secretary, Director
Orin F. Devereux x Vice President, Director<PAGE>
<PAGE>
Name xx Business Principal Occupation (i.e.,
Address Position with Allen & Company
Incorporated
Howard M. Felson x Assistant Secretary, Vice President
Anthony J. Ferrante x Treasurer
Richard Fields x Executive Vice President, Managing
Director, Director
Paul A. Gould x Executive Vice President, Managing
Director, Director
John G. Hall x Vice President - Elect, Director
Daniel P. Harley x Vice President
John H. Josephson x Vice President, Director
Clark R. Keough x Vice President, Director
Donald R. Keough x Chairman of the Board, Director
Dara Khosrowshahi x Vice President, Director
Kaveh A. Khosrowshahi x Vice President, Director
Neal Kopp x Vice President
Irwin H. Kramer x Executive Vice President, Managing
Director, Director
Terry Allen Kramer x Director
Suzanne G. Kucera x Vice President - Elect, Director
Robert J. Kurz x Vice President
William F. Leimkuhler x Assistant Secretary, Vice President
General, Counsel
Jeffrey J. Logan x Vice President
Sharon K. Losee x Vice President
Dan W. Lufkin x Special Advisor to the Board of
Directors<PAGE>
<PAGE>
Name xx Business Principal Occupation (i.e.,
Address Position with Allen & Company
Incorporated
Ellen F. Lynch x Vice President
Robert A. Mackie x Executive Vice President, Managing
Director, Director
James C. Maiden, Jr. x Vice President
Terence A. McCarthy x Co-Chief Operations Officer, Vice
President
Robert C. Miller x Vice President - Elect, Director
Brian J. Murphy x Vice President, Director
Louis J. Mustacchio x Vice President
Walter T. O'Hara, Jr. x Executive Vice President, Managing
Director, Director
Glenn A. Okun x Vice President, Director
Nancy B. Peretsman x Executive Vice President, Managing
Director, Director
Patrick S. Perry x Vice President, Director
Pamela M. Plager x Vice President, Director
Eugene Protash x Vice President, Assistant Secretary
Philip D. Scaturro x Executive Vice President, Managing
Director, Director
John A. Schneider x Executive Vice President, Managing
Director, Director
Enrique F. Senior x Executive Vice President, Managing
Director, Director<PAGE>
<PAGE>
Name xx Business Principal Occupation (i.e.,
Address Position with Allen & Company
Incorporated
Stanley S. Shuman x Executive Vice President, Managing
Director, Director
John M. Simon x Executive Vice President, Managing
Director, Director
Daniel Selmonosky x Vice President, Director
Ian G. Smith x Vice President - Elect
Lauren M. Tyler x Vice President, Director
Dennis J. Warfield x Vice President,Chief Information
Officer
Kim M. Weiland x Chief Financial Officer, Director,
Vice President, Assistant Secretary
Edward D. Weinberger x Vice President, Director
Harold M. Wit x Executive Vice President, Managing
Director, Director
</TABLE>
x 711 Fifth Avenue, New York, New York 10022-3194.
xx All the Executive Officers and Directors of Allen & Company
Incorporated are U.S. citizens unless otherwise indicated.
<PAGE>
<PAGE>
<TABLE>
OFFICERS AND DIRECTORS
OF ALLEN HOLDING INC.
<S> <C> <C>
Name xx Business Principal Occupation (i.e.,
Address Position with Allen Holding Inc.)
Herbert A. Allen x President, Managing Director,
Director, Chief Executive Officer
Herbert A. Allen, III x Vice President, Director
Grace Allen x Director
Eran S. Ashany x Vice President
Jonathan S. Bean x Vice President - Elect
Robert E. Beers x Vice President - Elect
Edmund M. Bleich x Vice President
Denise Calvo-Silver x Vice President, Director
Dominick J. Cantalupo x Co-Chief Operations Officer, Vice
President
Marvyn Carton x Director - Emeritus
Gaetano J. Casillo x Chief Compliance Officer, Vice
President
Robert H. Cosgriff x Chief Administrative Officer,
Executive Vice President, Managing
Director, Director
Richard M. Crooks, Jr. x Director
Thalia V. Crooks x Vice President, Director
Mary L. Cullen x Vice President, Secretary, Director
Orin F. Devereux x Vice President, Director
Howard M. Felson x Assistant Secretary, Vice President
<PAGE>
<PAGE>
Name xx Business Principal Occupation (i.e.,
Address Position with Allen & Company
Incorporated
Anthony J. Ferrante x Treasurer
Richard L. Fields x Executive Vice President, Managing
Director, Director Executive Vice
President, Managing Director,
Director
John G. Hall x Vice President - Elect, Director
Daniel P. Harley x Vice President
John H. Josephson x Vice President, Director
Donald R. Keough x Chairman, Director
Clark R. Keough x Vice President, Director
Dara Khosrowshahi x Vice President, Director
Kaveh A. Khosrowshahi x Vice President, Director
Neal Kopp x Vice President
Irwin H. Kramer x Executive Vice President, Managing
Director, Director
Terry Allen Kramer x Director
Suzanne G. Kucera x Vice President - Elect, Director
Robert J. Kurz x Vice President
P. Don Lattimer x Executive Vice President, Managing
Director, Director
William F. Leimkuhler x Assistant Secretary, Vice President
General, Counsel
Jeffrey J. Logan x Vice President
Sharon K. Losee x Vice President
Dan W. Lufkin x Special Advisor to the Board of
Directors
Ellen F. Lynch x Vice President<PAGE>
<PAGE>
Name xx Business Principal Occupation (i.e.,
Address Position with Allen & Company
Incorporated
Robert A. Mackie x Executive Vice President, Managing
Director, Director
James C. Maiden, Jr. x Vice President
Terence C. McCarthy x Co-Chief Operations Officer, Vice
President Vice President - Elect,
Director
Brian J. Murphy x Vice President, Director
Louis J. Mustacchio x Vice President
Walter T. O'Hara x Executive Vice President, Managing
Director, Director
Glenn A. Okun x Vice President, Director
Nancy B. Peretsman x Executive Vice President, Managing
Director, Director
Patrick S. Perry x Vice President, Director
Pamela M. Plager x Vice President, Director
Eugene Protash x Assistant Secretary, Vice President
Philip D. Scaturro x Executive Vice President, Managing
Director, Director
John A. Schneider x Executive Vice President, Managing
Director, Director
Daniel Selmonosky x Vice President, Director
Enrique F. Senior x Executive Vice President, Managing
Director, Director
Stanley S. Shuman x Executive Vice President, Managing
Director, Director<PAGE>
<PAGE>
Name xx Business Principal Occupation (i.e.,
Address Position with Allen & Company
Incorporated
John M. Simon x Executive Vice President, Managing
Director, Director
Ian G. Smith x Vice President - Elect
Lauren M. Tyler x Vice President, Director
Dennis J. Warfield x Vice President, Chief Information
Officer
Kim M. Weiland x Chief Financial Officer, Vice
President, Director, Assistant
Secretary
Edward D. Weinberger x Vice President, Director Executive
Vice President, Managing Director,
Director
</TABLE>
x 711 Fifth Avenue, New York, New York 10022-3194.
xx All the Executive Officers and Directors of Allen Holding
Inc. are U.S. citizens unless otherwise indicated.
<PAGE>
<PAGE>
EXHIBIT B
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf
of each of them of a Statement on Schedule 13D (including amendments thereto)
with respect to the Common Stock, par value $0.10 per share, of Chaparral
Resources, Inc. and further agree that this Joint Filing Agreement be included
as an Exhibit to such joint filings. In evidence thereof, the undersigned,
being duly authorized, have executed this Joint Filing Agreement this 9th day
of December 1997.
ALLEN HOLDING INC.
/s/ Gaetano J. Casillo
By:------------------------------
Gaetano J. Casillo
Vice President
ALLEN & COMPANY INCORPORATED
/s/ Gaetano J. Casillo
By:------------------------------
Gaetano J. Casillo
Vice President
<PAGE>
<PAGE>
<Ex.C>
Stock Purchase Agreement
This STOCK PURCHASE AGREEMENT (the "Agreement"), dated this 26th day of
November, 1997, is made by and between Allen & Company Incorporated, on its
own behalf and on behalf of itself and certain of its investors (collectively,
"Purchaser"), and Victory Ventures LLC ("Seller").
WHEREAS, the Seller owns an aggregate of 4,590,299 shares (the
"Shares") of the Common Stock, par value $.10 per share (the "Common Stock"),
of Chaparral Resources, Inc., a Colorado corporation ("Chaparral"); and
WHEREAS, Purchaser desires to purchase the Shares from Seller, and
Seller desires to sell the Shares to the Purchaser, all in accordance with the
terms and provisions of this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained the parties hereto hereby agree as follows:
1. Purchase and Sale. Subject to the terms and conditions of this
Agreement, Purchaser hereby purchases from Seller the Shares (together with
the registration rights appurtenant thereto as set forth in that (i)
Subscription Agreement dated April 22, 1997 between Seller and Chaparral and
(ii) the Warrant dated as of April 22, 1997 (copies of each of which have
previously been delivered to Purchaser), and Seller hereby sells the Shares
and assigns the registration rights appurtenant thereto to Purchaser, in
consideration for the payment by Purchaser to Seller of the amount of $2.00
per Share (or $9,180,598.00 in the aggregate) payable in cash (the "Purchase
Price"). As soon as practicable following the execution and delivery of this
Agreement, Purchaser shall deliver the Purchase Price to Seller and Seller
shall deliver or cause to be delivered to Purchaser stock certificates
representing the Shares, registered in Purchaser's name or duly endorsed for
transfer to the Purchaser. Seller agrees to cooperate with Purchaser and to
take all reasonable actions necessary or desirable to effectuate the transfer
of the Shares to Purchaser.
2. Transfer of Beneficial Ownership. The Purchaser shall assume all of
the benefits of ownership of the Shares upon the execution of this Agreement
on the date hereof, and Victory on behalf of itself and Seller agrees to
deliver to Purchaser all dividends, distributions, interest and other proceeds
or amounts received by Seller from and after the date hereof in respect of the
Shares.
3. Representations and Warranties of Seller.
Seller hereby represents and warrants to Purchaser that (i) the Shares
being sold by Seller are owned by Seller free and clear of all liens, charges
or encumbrances of any kind and (ii) that the registration rights appurtenant
to the Shares are currently assignable.
<PAGE>
<PAGE>
4. Representations, Warranties and Covenants of Purchaser. Purchaser
represents and warrants to Seller as follows:
(a) Purchaser is an accredited investor (as that term is defined
in the Securities Act of 1933, as amended (the "Act"), and the regulations
thereunder, and Purchaser has such knowledge and experience in financial and
business matters as is required for evaluating the merits and risks of an
investment in the Shares. Purchaser and its agents and attorneys have been
provided with such information with respect to the business of Chaparral as it
requested or deemed appropriate and have carefully reviewed the same, and any
questions that the Purchaser had with respect thereto have been answered to
the full satisfaction of the Purchaser. The Purchaser acknowledges that
except as expressly set forth herein, Seller has not made any representations
or warranties pertaining to Chaparral or the Shares;
(b) Purchaser is aware that the Shares have not been registered
under the Act and agrees that such Shares shall not be sold, hypothecated or
otherwise transferred in the absence of such registration unless such
contemplated transfer is exempt from the registration requirements of the Act.
The undersigned hereby acknowledges that the certificate representing the
Shares shall be legended to reflect such restrictions.
(c) Purchaser is acquiring the Shares for its own account, for
investment purposes only and not with a view to the distributions thereof.
5. Miscellaneous.
(a) This Agreement shall bind and inure to the benefit of the
parties hereto and their respective successors and assigns.
(b) This Agreement and the other written agreements specifically
referred to herein constitute the sole agreements between or among the parties
hereto relating to the subject matter hereof and merge with and supersede any
and all prior agreements between them relating to such subject matter. This
Agreement cannot be altered or amended except by a writing duly executed by
the party against whom such alteration or amendment is sought to be enforced.
(c) This Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the sane instrument.
(d) The headings in the Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this
Agreement.
(e) The representations, warranties and covenants contained
herein shall survive the sale and purchase of the Shares hereunder and any
disposition thereof, notwithstanding any investigation made at any time by any
of the parties hereto.
<PAGE>
<PAGE>
IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto as of the date first above written.
VICTORY VENTURES LLC
By: /s/ illegible signature
-----------------------------
ALLEN & COMPANY INCORPORATED
By: /s/ Kim M. Wieland
--------------------------------
108804
