UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
L. LURIA & SON, INC.
(Name of issuer)
Common Stock, $.01 Par Value
(Title of class of securities)
550484 10 9
(CUSIP number)
Nancy Luria-Cohen, Esq.
L. Luria & Son, Inc.
5770 Miami Lakes Drive
Miami, Florida 33014
(305) 557-9000
(Name, address and telephone number of person
authorized to receive notices and communications)
January 2, 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 [X]. (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.)
CUSIP No. 550484 10 9
SCHEDULE 13D
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gerald Nathanson
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO (Stock Option - See Item 3 below)
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7. SOLE VOTING POWER
400,000
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
400,000
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,000 (all shares issuable upon exercise of stock option)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.9%(1)
14. TYPE OF REPORTING PERSON
IN
ITEM 1. SECURITY AND ISSUER.
This Statement relates to the shares of common stock, par
value $.01 per share (the "Common Stock"), of L. Luria & Son, Inc.,
a Florida corporation (the "Company").
The principal executive offices of the Company are
located at 5770 Miami Lakes Drive, Miami Lakes, Florida 33014.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed by Gerald Nathanson (the
"Reporting Person").
(b) L. Luria & Son, Inc., 5770 Miami Lakes Drive, Miami
Lakes, Florida 33014.
(c) Gerald Nathanson became the Chief Executive Officer of
the Company on January 2, 1996.
(d) The Reporting Person has not, during the past five years,
been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) The Reporting Person was not, during the past five years,
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.
(f) The Reporting Person is a citizen of the United States of
America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to that certain Employment Agreement, dated as
of January 2, 1996 (the "Employment Agreement"), by and between the
Company and the Reporting Person, the Company granted the Reporting
Person, effective as of January 2, 1996, a 10-year option (the
"Option") to purchase 400,000 shares (the "Shares") of Common Stock
at an exercise price equal to $5.125, the closing price as reported
on the New York Stock Exchange on December 29, 1995. Although the
Option became exercisable on January 2, 1996, the Reporting Person
has agreed not to sell any shares of Common Stock issuable upon
exercise of such Option until the later to occur of (i) obtaining
shareholder approval of the Company's 1996 Stock Option Plan, or
(ii) April 30, 1998; provided, however, that such April 30, 1998
date will be accelerated in the event (A) an earlier date is agreed
upon by the Board of Directors in its sole discretion, (B) the
Company merges into or consolidates with another company, (C) the
Company sells, leases, exchanges or otherwise disposes of all or
substantially all of its property and assets, (D) an underwritten
public offering of the Common Stock which results in net proceeds
to the Company of at least $15 million is consummated or (E) the
Reporting Person's employment is terminated without cause.
ITEM 4. PURPOSE OF THE TRANSACTION.
The Reporting Person acquired the Option solely for
investment purposes and has no present plans or intent to effect
any of the matters described in Item 4(a)-(j).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregated number of shares beneficially owned by the
Reporting Person is 400,000 shares issuable upon exercise
of the Option, subject to the terms of the Employment
Agreement, comprising of 8.9%(1) of all the Common Stock.
(b) Gerald Nathanson has the sole power to vote or sole power
to dispose of 400,000 shares of Common Stock issuable
upon exercise of the Option, subject to the terms of the
Employment Agreement.
(c) None.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Pursuant to the Employment Agreement, the Reporting
Person holds an option to purchase 400,000 shares of Common Stock
at an exercise price equal to $5.125, the closing price as reported
on the New York Stock Exchange on December 29, 1995.
(1) Calculation based on (i) 4,076,880 shares of Common Stock
outstanding as of December 6, 1995; and (ii) 400,000 shares of
Common Stock issuable upon exercise of the Option pursuant to
the Employment Agreement. Calculation is not based on
1,346,634 shares of Class B Common Stock outstanding as of
December 6, 1995, as reported in the Company's Form 10-Q for
the period ended October 28, 1995, which is convertible into
Common Stock and is entitled to 10 votes for each share held
and votes separately as a class for election of directors,
none of which is held by the Reporting Person.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
[CAPTION]
<TABLE>
<S> <C>
Exhibit Number Description
1 Employment Agreement, dated as of January 2, 1996,
by and between L. Luria & Son, Inc. and Gerald
Nathanson.
</TABLE>
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.
January 11, 1996 /s/ Gerald Nathanson
Gerald Nathanson
EXHIBIT 1
EMPLOYMENT AGREEMENT
This Agreement is made and entered into as of January 2, 1996
(the "EFFECTIVE DATE"), by and between L. LURIA & SON, INC., a
Florida corporation (the "COMPANY"), and GERALD NATHANSON (the
"EXECUTIVE").
PRELIMINARY STATEMENTS:
A. The Company desires to retain the services of the
Executive pursuant to the terms and conditions of this Agreement.
B. The Executive is willing to make his services available
to the Company on the terms and subject to the conditions
hereinafter set forth.
AGREEMENT:
NOW, THEREFORE, in consideration of the premises and mutual
covenants set forth herein, the parties agree as follows:
1. EMPLOYMENT.
1.1 GENERAL. The Company hereby agrees to employ the
Executive as the Chief Executive Officer of the Company, and the
Executive hereby agrees to provide services to the Company, on the
terms and subject to the conditions set forth herein.
1.2 DUTIES OF EXECUTIVE. The Executive shall devote his
full business time and attention to the affairs of the Company,
render services to the best of his ability, and use his best
efforts to promote the interests of the Company. Executive agrees
to fulfill his fiduciary duties as an officer and director of the
Company. During the term of this Agreement, the Executive shall
serve as the Chief Executive Officer of the Company and perform all
of the duties generally recognized as being required of the Chief
Executive Officer. Subject to the authority of the Board of
Directors, the Executive shall be responsible for the management of
the Company's day to day operations including, but not limited to,
all hiring and firing, merchandising, advertising, store and
warehouse operations, contracts, accounting, personnel, budgets and
expenses; provided, that decisions relating to the compensation,
hiring and firing of the officers of the Company shall require the
approval of the Board of Directors. The Executive shall also
perform any other duties assigned to him by the Board of Directors
that are consistent with his title and position. All employees of
the Company will report directly or indirectly to Executive. The
Executive shall also be a member of the Board of Directors.
The Executive will report to the Board of Directors or
the Executive Committee of the Board of Directors. The Executive
will seek and require Board of Directors approval for major "out of
the ordinary course of business transactions" including but not
limited to: buying or selling Company real estate, leasing stores,
bank loans, financings, lease transactions, pledging of assets and
expenditures of capital expenses in excess of budget. Beginning
with the third quarter of 1996 all quarterly and annual Company
budgets will require prior Board of Directors approval. As part of
his duties, the Executive will provide reports to or meet with the
Board or the Executive Committee of the Board as requested.
1.3 PLACE OF PERFORMANCE. In connection with the
employment of the Executive by the Company hereunder, the Executive
shall perform his duties and obligations hereunder primarily from
the Company's offices located in Miami Lakes, Florida, except for
required travel on the Company's business.
2. TERM.
2.1 INITIAL TERM. The initial term of the employment of
the Executive hereunder shall be for a period commencing on the
Effective Date and expiring on April 30, 1998 (the "INITIAL TERM"),
unless sooner terminated in accordance with the terms and
conditions hereof.
2.2 RENEWAL TERM. The employment of the Executive
hereunder may be renewed and extended for such period or periods as
may be mutually agreed to by the Company and the Executive in a
written supplement to this Agreement signed by the Executive and
the Company (a "WRITTEN SUPPLEMENT"). If this Agreement is not so
renewed and extended prior to the expiration of the Initial Term,
the employment of the Executive hereunder shall automatically
terminate upon the expiration of the Initial Term.
3. COMPENSATION.
3.1 BASE SALARY. As compensation for all services
rendered by the Executive to the Company hereunder, the Executive
shall receive a base salary at an annual rate of $300,000 (the
"BASE SALARY") during the term of his employment hereunder, which
shall be payable in installments consistent with the Company's
normal payroll schedule, subject to applicable withholding and
other taxes. If the term of this Agreement shall be renewed and
extended as provided in Section 2.2 hereof, then during such
renewal term the Executive shall be paid a base salary as set forth
in the Written Supplement.
3.2 SIGNING BONUS. On the Effective Date, the Executive
shall be paid a cash bonus of $200,000, less applicable withholding
and other taxes.
3.3 DISCRETIONARY BONUS. At the sole discretion of the
Board, the Executive shall be entitled to receive a discretionary
annual bonus as provided to other officers of the Company pursuant
to bonus plans approved by the Board after the Effective Date.
4. EXPENSE REIMBURSEMENT AND OTHER BENEFITS.
4.1 REIMBURSABLE EXPENSES. During the term of the
Executive's employment hereunder, the Company, upon the submission
of proper substantiation by the Executive, shall reimburse the
Executive for all reasonable expenses actually and necessarily paid
or incurred by him in the course of and pursuant to the business of
the Company, excluding moving expenses incurred by Executive in
relocating to Florida.
4.2 OTHER BENEFITS. During the term of the Executive's
employment hereunder, the Executive shall be entitled to
participate in all medical and hospitalization, group life
insurance, and any and all other fringe benefit plans as are
hereinafter provided by the Company to all of its officers on the
same terms as those of such other officers of the Company.
4.3 WORKING FACILITIES. During the term of the
Executive's employment hereunder, the Company shall furnish the
Executive with an office and secretarial help of his choice, and
such other facilities adequate for the performance of his duties
hereunder at the Company's corporate headquarters located in Miami
Lakes, Florida.
4.4 STOCK OPTIONS. Subject to shareholder approval and
the terms and conditions of the Company's 1996 Stock Option Plan
(the "Plan"), the Company grants to the Executive, effective as of
the Effective Date, a 10 year option (the "Option") to purchase
400,000 shares of the Company's common stock, $.01 par value, at an
exercise price equal to the closing price of the common stock on
December 29, 1995. The Plan will be substantially similar to the
existing option plan of the Company. The Option shall vest
immediately; provided that, the Executive agrees not to sell any
shares of common stock issued upon exercise of the Option until the
later to occur of (x) obtaining shareholder approval of the Plan,
or (y) April 30, 1998; provided, that, such April 30, 1998 date
shall be accelerated in the event (i) an earlier date is agreed to
by the Board of Directors in its sole discretion, (ii) a Trigger
Event (as hereinafter defined) occurs, (iii) an underwritten public
offering of the Company's common stock for cash, pursuant to a
registration statement filed under the Securities Act of 1933, as
amended, which results in net proceeds to the Company of at least
$15 million is consummated; or (iv) the Executive is terminated
without cause. The terms of this Section 4.4 shall survive the
termination of this Agreement.
5. TERMINATION.
5.1 TERMINATION FOR CAUSE. The Company shall at all
times have the right, upon written notice to the Executive, to
terminate the Executive's employment hereunder, for cause. For
purposes of this Agreement, the term "cause" shall mean solely (a)
a willful breach by the Executive of any of the material terms or
provisions of this Agreement which is not cured within ten (10)
days after receipt by the Executive of written notice of same, (b)
the Executive's conviction of a felony involving moral turpitude,
or (c) commission by the Executive of an act or acts involving
fraud, embezzlement, misappropriation or theft against the Company.
Upon any termination pursuant to this Section 5.1, the Executive
shall be entitled to be paid his Base Salary to the date of
termination and the Company shall have no further liability
hereunder (other than for reimbursement for reasonable business
expenses incurred prior to the date of termination, subject,
however to the provisions of Section 4.1).
5.2 DISABILITY. The Company shall at all times have the
right, upon written notice to the Executive, to terminate the
Executive's employment hereunder, if the Executive shall, as the
result of mental or physical incapacity, illness or disability,
fail to perform his duties and responsibilities provided for herein
for a period of more than 60 consecutive days in any 365-day
period. In the event of any termination pursuant to this Section
5.2, the Executive shall be entitled to be paid his Base Salary to
the date of termination and the Company shall have no further
liability hereunder (other than for reimbursement for reasonable
business expenses incurred prior to the date of termination,
subject, however to the provisions of Section 4.1).
5.3 DEATH. In the event of the death of the Executive
during the term of his employment hereunder, (a) the Company shall
pay the estate of the Executive (i) unpaid amounts of his Base
Salary to the date of his death, (ii) life insurance payments
pursuant to the group life insurance plan then in place for the
Executive, and (iii) if the date of death occurs within six months
prior to a Trigger Event (as defined in Section 5.4) but before the
delivery of the bonus payment due to the Executive under Section
5.4, the bonus payment that would otherwise have been made to the
Executive under Section 5.4, subject to the offsets set forth in
Section 5.4, (b) the Executive's estate shall have the right to
exercise stock options during the 90-day period after the date of
death pursuant to Section 4.4, and (c) the Company shall have no
further liability hereunder (other than for reimbursement for
reasonable business expenses incurred prior to the date of
termination, subject, however to the provisions of Section 4.1).
5.4 BONUS UPON OCCURRENCE OF TRIGGER EVENT. For
purposes of this Section 5.4, a "TRIGGER EVENT" shall mean any
event (other than an event in which the Executive is deemed a
member of the control group (within the meaning of the rules and
regulations of the United States Securities and Exchange
Commission) of the entity making an offer of the type referred to
in (a) and (b) below), which results in:
(a) the shareholders of the Company approving a
plan of merger or consolidation in which the Company does not
survive, unless such approved merger or consolidation is
subsequently abandoned; or
(b) the shareholders of the Company approving a
plan for the sale, lease, exchange or other disposition of all or
substantially all of the property and assets of the Company (unless
such plan is subsequently abandoned).
In the event a Trigger Event occurs during the terms of the
Executive's employment hereunder, the Executive will be entitled to
a bonus (the "Bonus"), determined as follows: (i) if such Trigger
Event occurs prior to January 1, 1997, the Executive shall be
entitled to be paid $1,000,000 within 60 days following the date of
the Trigger Event, and (ii) if such Trigger Event occurs after
December 31, 1996 but prior to January 1, 1998, the Executive shall
be entitled to be paid $2,000,000 within 60 days following the date
of the Trigger Event; provided, that, the Bonus shall be offset by
the sum of (x) any gains (but not losses) realized by the Executive
prior to such payment date with respect to shares sold pursuant to
the Options, plus (y) any gains (but not losses) that could be
realized by such Executive if shares subject to the Options were
sold in the open market, calculated assuming a sales price equal to
the higher of the closing price of the Company's common stock on
(I) the date immediately prior to the payment to the Executive and
(II) the date of the Trigger Event. The parties to this Agreement
understand and agree that the Bonus will be paid to the Executive
because of his efforts and abilities in repositioning and improving
the condition of the Company.
6. RESTRICTIVE COVENANTS.
6.1 Non-competition. During the Non-competition Period
(as hereinafter defined), the Executive shall not, directly or
indirectly, engage in or have any interest in any sole proprietor-
ship, partnership, corporation or business or any other person or
entity (whether as an employee, officer, director, partner, agent,
security holder, creditor, consultant or otherwise) that directly
or indirectly is engaged in the jewelry or gift retail business
primarily in Florida; provided, however, that (i) nothing herein
shall be deemed to prevent the Executive from owning an interest in
the equity or debt securities of the Company or any of its direct
or indirect subsidiaries, and (ii) nothing herein shall be deemed
to prevent the Executive from acquiring through market purchases
and owning, solely as an investment, less than one percent of the
equity securities of any class of any issuer whose shares are
registered under Section 12(b) or 12(g) of the Securities Exchange
Act of 1934, as amended, and are listed or admitted for trading on
any United States national securities exchange or are quoted on the
National Association of Securities Dealers Automated Quotations
System, or any similar system of automated dissemination of
quotations of securities prices in common use, so long as the
Executive is not a member of any "control group" (within the
meaning of the rules and regulations of the United States
Securities and Exchange Commission) of any such issuer. For
purposes of this Section 6.1, the term "NON-COMPETITION PERIOD"
shall mean (a) at all times while the Executive is employed by the
Company, and (b) in the event the Executive's employment is
terminated pursuant to Section 5.4, the period commencing on the
effective date of such termination and ending on the date on which
all severance payments payable thereunder have been paid in full.
6.2 NONDISCLOSURE. Except as expressly permitted by the
Company or in connection with the performance of his duties
hereunder, the Executive shall not divulge, communicate, use to the
detriment of the Company or for the benefit of any other person or
persons, or misuse in any way, any confidential information
pertaining to the business of the Company. Any confidential
information or data heretofore or hereafter acquired by the
Executive with respect to the business of the Company (which shall
include, but not be limited to, information concerning the
Company's financial condition, prospects, customers, suppliers,
sources of leads, methods of doing business, importation, marketing
and distribution of the Company's services) shall be deemed a
valuable, special and unique asset of the Company that is received
by the Executive in confidence and as a fiduciary, and the
Executive shall remain a fiduciary to the Company with respect to
all of such information. Notwithstanding any provision hereof
which may be to the contrary, confidential information shall not
include (a) information that is or becomes generally available to
the public other than as a result of a disclosure by the Executive,
or (b) information lawfully acquired by the Executive from sources
other than the Company or its affiliates who are not bound by any
agreement of confidentiality.
6.3 NONSOLICITATION OF EMPLOYEES. While employed by the
Company and for a period of two years following the date his
employment is terminated hereunder or not renewed, the Executive
shall not, directly or indirectly, for himself or for any other
person, firm, corporation, partnership, association or other
entity, attempt to employ or enter into any contractual arrangement
with any employee or former employee of the Company, unless such
employee or former employee has not been employed by the Company
(or its predecessors) for a period in excess of six months.
6.4 BOOKS AND RECORDS. All books, records, and accounts
relating in any manner to the Company, whether prepared by the
Executive or otherwise coming into the Executive's possession,
shall be the exclusive property of the Company and shall be
returned immediately to the Company on termination of the
Executive's employment hereunder or on the Company's request at any
time. The Executive shall not retain copies, extracts or
compilations of any such books, records or accounts.
6.5 COMPANY INCLUDES SUBSIDIARIES. For purposes of this
Section 6 and Section 7 hereof, the term "Company" shall be deemed
to include the Company and any of its direct or indirect
subsidiaries.
6.6 SURVIVAL. The terms of this Section 6 shall survive
the termination of this Agreement.
7. INJUNCTION. It is recognized and hereby acknowledged by
the parties hereto that a breach by the Executive of any of the
covenants contained in Section 6 of this Agreement will cause
irreparable harm and damage to the Company, the monetary amount of
which may be virtually impossible to ascertain. As a result, the
Executive recognizes and hereby acknowledges that the Company shall
be entitled to an injunction from any court of competent jurisdic-
tion enjoining and restraining any violation of any or all of the
covenants contained in Section 6 of this Agreement by the Executive
or any of his affiliates, associates, partners or agents, either
directly or indirectly, and that such right to injunction shall be
cumulative and in addition to whatever other remedies the Company
may possess.
8. INDEMNIFICATION. The Executive shall be entitled to be
indemnified and defended as provided to other directors of the
Company in accordance with the Company's charter documents and
Florida law.
9. ASSIGNMENT. Subject to the provisions of Section 5.5
hereof, the Executive agrees that any or all of the rights and
interests of the Company hereunder (i) may be assigned to any
purchaser of substantially all of the assets of the Company, and
(ii) may be assigned as a matter of law to the surviving entity in
any merger of the Company. The Executive shall not delegate his
employment obligations hereunder, or any portion thereof, to any
other person.
10. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida.
11. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the parties hereto with respect to the subject
matter hereof and supersedes all prior agreements, understandings
and arrangements, both oral and written, between the parties hereto
with respect to such subject matter. This Agreement may not be
modified in any way unless by a written instrument signed by each
of the parties hereto.
12. NOTICES. Any notice required or permitted to be given
hereunder shall be in writing and shall be given by personal
delivery, facsimile transmission, Federal Express (or other
equivalent courier service) or by registered or certified mail,
postage prepaid, return receipt requested (a) if to the Company,
5770 Miami Lakes Drive, Miami Lakes, Florida 33014, Attention:
General Counsel, and (b) if to the Executive, to his address as
reflected on the payroll records of the Company, or to such other
addresses as either party hereto may from time to time give notice
of to the other. Notice by registered or certified mail will be
effective three days after deposit in the United States mail.
Notice by any other permitted means will be effective upon receipt.
13. BENEFITS; BINDING EFFECT. This Agreement shall be for
the benefit of and binding upon the parties hereto and their
respective heirs, personal representatives, legal representatives,
successors and, where applicable, assigns, including, without
limitation, any successor to the Company, whether by merger,
consolidation, sale of stock, sale of assets or otherwise.
14. SEVERABILITY. The invalidity of any one or more of the
words, phrases, sentences, clauses or sections contained in this
Agreement shall not affect the enforceability of the remaining
portions of this Agreement or any part thereof, all of which are
inserted conditionally on their being valid in law, and, in the
event that any one or more of the words, phrases, sentences,
clauses or sections contained in this Agreement shall be declared
invalid, this Agreement shall be construed as if such invalid word
or words, phrase or phrases, sentence or sentences, clause or
clauses, or section or sections had not been inserted. If such
invalidity is caused by length of time or size of area, or both,
the otherwise invalid provision will be considered to be reduced to
a period or area which would cure such invalidity.
15. WAIVERS. The waiver by either party hereto of a breach
or violation of any term or provision of this Agreement shall not
operate nor be construed as a waiver of any subsequent breach or
violation.
16. DAMAGES. Nothing contained herein shall be construed to
prevent any party hereto from seeking and recovering from the other
damages sustained by either or both of them as a result of its or
his breach of any term or provision of this Agreement. In the
event that either party hereto brings suit for the collection of
any damages resulting from, or for the injunction of any action
constituting, a breach of any of the terms or provisions of this
Agreement, then the prevailing party shall pay all reasonable
costs, fees (including reasonable attorneys' fees) and expenses of
the non-prevailing party.
17. SECTION HEADINGS. The section headings contained in this
Agreement are for reference purposes only and shall not affect in
any way the meaning or interpretation of this Agreement.
18. NO THIRD PARTY BENEFICIARY. Nothing expressed or implied
in this Agreement is intended, or shall be construed, to confer
upon or give any person other than the parties hereto and their
respective heirs, personal representatives, legal representatives,
successors and assigns, any rights or remedies under or by reason
of this Agreement.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the date first above written.
L. LURIA & SON, INC.
/s/ Gerald Nathanson
Gerald Nathanson
