UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
AMENDMENT NUMBER 1
Under the Securities Exchange Act of 1934
DEVCON INTERNATIONAL CORP.
(Name of issuer)
Common Stock, $.10 Par Value
(Title of class of securities)
251588 10 9
(CUSIP number)
Robert L. Grossman, Esq.
Greenberg, Traurig, Hoffman,
Lipoff, Rosen & Quentel, P.A.
1221 Brickell Avenue
Miami, Florida 33131
(305) 579-0500
(Name, address and telephone number of person
authorized to receive notices and communications)
January 8, 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.)
SCHEDULE 13D
CUSIP No. 251588 10 9
[CAPTION]
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<S> <C>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Smithcon Family Investments, Ltd
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
00
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
7. SOLE VOTING POWER 0
NUMBER OF
SHARES 8. SHARED VOTING POWER 980,372
BENEFICIALLY
OWNED BY 9. SOLE DISPOSITIVE POWER 0
EACH
REPORTING 10. SHARED DISPOSITIVE POWER 980,372
PERSON WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
980,372
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.1%
14. TYPE OF REPORTING PERSON
PN
</TABLE>
Item 1. Security and Issuer.
This Statement is Amendment Number 1 ("Amendment Number 1")
to the Statement of Beneficial Ownership on Schedule 13D filed by
Smithcon Family Investments, Ltd., a Florida limited partnership
(the "Partnership"), with the Securities and Exchange Commission
relating to the Common Stock, par value $.01 per share (the "Common
Stock"), of Devcon International Corp., a Florida corporation
("Devcon"). This Amendment Number 1 relates to the acquisition by
the Partnership of 49,000 shares of Devcon Common Stock.
Item 2. Identity and Background.
Smithcon Family Investments, Ltd.
The entity filing this Statement is Smithcon Family
Investments, Ltd. (the "Partnership"), a Florida limited
partnership, which holds stock for investment purposes. The
Partnership's principal offices are located at 1350 East Newport
Center Drive, Suite 201, Deerfield Beach, Florida 33442.
The Partnership has not been convicted in a criminal
proceeding in the last five years.
The Partnership has not been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction
which resulted in it being subject to a judgment, decree or final
order enjoining future violations of, or which prohibited or
mandated activities subject to Federal or state securities laws or
found any violation with respect to such laws during the last five
years.
The Partnership is a United States partnership.
Smithcon Investments, Inc.
Smithcon Investments, Inc. (the "Corporation"), a Florida
corporation, is the general partner of the Partnership. The
Corporation's principal offices are located at 1350 East Newport
Center Drive, Suite 201, Deerfield Beach, Florida 33442.
The Corporation has not been convicted in a criminal
proceeding in the last five years.
The Corporation has not been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction
which resulted in it being subject to a judgment, decree or final
order enjoining future violations of, or which prohibited or
mandated activities subject to Federal or state securities laws or
found any violation with respect to such laws during the last five
years.
The Corporation is a United States corporation.
Donald L. Smith, Jr.
Donald L. Smith, Jr. is the sole shareholder and President
of the Corporation, which is the general partner of the
Partnership. Mr. Smith's business address is 1350 East Newport
Center Drive, Suite 201, Deerfield Beach, Florida 33442. His
principal occupation is as Chairman of the Board and President of
Devcon.
Mr. Smith has not been convicted in a criminal proceeding in
the last five years.
Mr. Smith has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction which
resulted in it being subject to a judgment, decree or final order
enjoining future violations of, or which prohibited or mandated
activities subject to Federal or state securities laws or found any
violation with respect to such laws during the last five years.
Mr. Smith is a U.S. citizen.
Item 3. Source and Amount of Funds or Other Consideration.
Effective January 8, 1996, the Partnership received the
final portion of an aggregate of 49,000 shares of Devcon Common
Stock pursuant to a series of assignment and assumption agreements
whereby the Partnership distributed seven 71/100 percent (0.71%)
interests in the Partnership in exchange for said aggregate of
49,000 shares of Devcon Common Stock.
Item 4. Purpose of Transaction.
The purpose of the transaction between the Trusts and the
Partnership as set forth in Item 3 herein was family financial
planning.
For each of the Partnership, the Corporation and Donald L.
Smith, Jr. the acquisition of the Devcon Common Stock by the
Partnership will not:
(a) result in the acquisition by any person of
additional securities of Devcon, or the disposition of securities
of Devcon.
(b) result in an extraordinary corporate transaction,
such as a merger, reorganization or liquidation, involving Devcon
or any of its subsidiaries.
(c) result in the sale or transfer of a material amount
of assets of Devcon or any of its subsidiaries.
(d) result in any change in the present board of
directors or management of Devcon, including any plans or proposals
to change the number or term of directors or to fill any existing
vacancies on the board.
(e) result in any material change in the present
capitalization or dividend policy of Devcon.
(f) result in any other material change in Devcon's
business or corporate structure.
(g) result in changes in Devcon's certificate of
incorporation or bylaws or other actions which may impede the
acquisition of control of Devcon by any person.
(h) result in causing a class of securities of Devcon to
be delisted from a national securities exchange or to cease to be
authorized to be quoted in an interdealer quotation system of a
registered national securities association.
(i) result in a class of equity securities of Devcon
becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934, as
amended.
(j) result in any action similar to those enumerated
above.
Item 5. Interest in Securities of Issuer.
(a) The Partnership owns 980,372 shares of Devcon Common
Stock, or 22.1% of the issued and outstanding shares of such stock.
The Corporation, as the sole general partner of the
Partnership, has the power to vote and dispose of the Devcon Common
Stock held by the Partnership and therefore, in accordance with
Rule 13d-3 of the Securities Exchange Act of 1934, is deemed the
beneficial owner of all 980,372 shares of Devcon Common Stock held
by the Partnership. In addition, the Corporation directly owns
18,628 shares of Devcon Common Stock. The Corporation's aggregate
beneficial ownership of Devcon Common Stock is 999,000 shares or
22.5% of the issued and outstanding shares of such stock.
Donald L. Smith, Jr., as the sole shareholder, officer and
director of the Corporation, has the power to vote and dispose of
all voting common stock either owned or controlled by the
Corporation, and therefore, in accordance with Rule 13d-3 of the
Securities Exchange Act of 1934, is deemed the beneficial owner of
all 999,000 shares of Devcon Common Stock beneficially owned by the
Corporation. In addition, Mr. Smith directly owns 189,431 shares
of Devcon Common Stock and currently exercisable options to
purchase 75,000 shares of Devcon Common Stock. Mr. Smith's
aggregate beneficial ownership of Devcon Common Stock is 1,263,431
shares or 28.5% of the issued and outstanding shares of such stock.
(b) The Partnership has shared power to vote and dispose
of the 980,372 shares of Devcon Common Stock held by it.
The Corporation, as general partner of the Partnership, has
the power to vote and dispose of the 980,372 shares of Devcon
Common Stock held by the Partnership and the 18,628 shares of
Devcon Common Stock it holds directly.
Donald L. Smith, Jr., as the sole shareholder and chief
executive officer of the Corporation, which is the general partner
of the Partnership, has the power to direct the vote and
disposition of the 980,372 shares of Devcon Common Stock held by
the Partnership, the 18,628 shares of Devcon Common Stock held by
the Corporation, and the 189,431 shares of Devcon Common Stock he
holds directly.
(c) (i) On November 22, 1995, Donald L. Smith, Jr.
contributed (i) 922,058 shares of Devcon Common Stock to the
Partnership in exchange for a majority interest in the Partnership;
and (ii) 27,942 shares of Devcon Common Stock to the Corporation in
exchange for 100% of the Corporation's capital stock (in turn, the
Corporation contributed 9,314 shares of the Devcon Common Stock
received from Mr. Smith to the Partnership in exchange for a
minority interest in the Partnership).
(ii) On January 5, 1996, Donald L. Smith, Jr.
sold 77% of his interest in the Partnership to seven separate trust
entities (the "Trusts") in exchange for a promissory note from each
Trust.
(d) None of the beneficiaries of the Trusts retain voting
or dispositive control over the shares of Devcon Common Stock held
by the Trusts; however, the beneficiaries of the Trusts are
entitled to receive any proceeds distributed by the Partnership to
the Trusts in accordance with the terms of the respective Trust
documents.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Effective January 8, 1996, the Partnership received the
final portion of an aggregate of 49,000 shares of Devcon Common
Stock from seven separate assignors (the "Assignors") pursuant to
a series of assignment and assumption agreements (the "Assignment
and Assumption Agreements") whereby the Partnership, as assignee,
distributed seven 71/100 percent (0.71%) interests in the
Partnership in exchange for said aggregate of 49,000 shares of
Devcon Common Stock. Each Assignor contributed 7,000 shares to the
Partnership in exchange for one 71/100 percent (0.71%) interest in
the Partnership. Pursuant to his/her respective Assignment and
Assumption Agreement, each Assignor agreed to comply with, and be
bound by, all of the terms and conditions of that certain Agreement
of Limited Partnership of Smithcon Family Investments, Ltd. dated
as of November 22, 1995.
Item 7. Material to be Filed as Exhibits.
(a) Assignment and Assumption Agreement dated January 5,
1996 between Geoffrey L. Smith and Smithcon Family Investments,
Ltd.
(b) Assignment and Assumption Agreement dated January 5,
1996 between Christopher K. Smith and Smithcon Family Investments,
Ltd.
(c) Assignment and Assumption Agreement dated January 5,
1996 between Leonard W. Jenne and Smithcon Family Investments, Ltd.
(d) Assignment and Assumption Agreement dated January 5,
1996 between Lauren T. Nugent and Smithcon Family Investments, Ltd.
(e) Assignment and Assumption Agreement dated January 5,
1996 between Kevin M. Smith and Smithcon Family Investments, Ltd.
(f) Assignment and Assumption Agreement dated January 5,
1996 between Donald L. Smith, III and Smithcon Family Investments,
Ltd.
(g) Assignment and Assumption Agreement dated January 5,
1996 between Susan M. Harrison and Smithcon Family Investments,
Ltd.
SIGNATURE
After reasonable inquiry and to the best of knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
January 16, 1996
(Date)
/s/ Donald L. Smith, Jr.
Donald L. Smith, Jr., President of
Smithcon Investments, Inc., signing as the
general partner of Smithcon Family
Investments, Ltd.
INDEX TO EXHIBITS
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Exhibit No. Description Sequential
Page No.
2.1 Assignment and Assumption Agreement dated
January 5, 1996 between Geoffrey L. Smith
and Smithcon Family Investments, Ltd.
2.2 Assignment and Assumption Agreement dated
January 5, 1996 between Christopher K. Smith
and Smithcon Family Investments, Ltd.
2.3 Assignment and Assumption Agreement dated
January 5, 1996 between Leonard W. Jenne
and Smithcon Family Investments, Ltd.
2.4 Assignment and Assumption Agreement dated
January 5, 1996 between Lauren T. Nugent and
Smithcon Family Investments, Ltd.
2.5 Assignment and Assumption Agreement dated
January 5, 1996 between Kevin M. Smith and
Smithcon Family Investments, Ltd.
2.6 Assignment and Assumption Agreement dated
January 5, 1996 between Donald L. Smith, III
and Smithcon Family Investments, Ltd.
2.7 Assignment and Assumption Agreement dated
January 5, 1996 between Susan M. Harrison
and Smithcon Family Investments, Ltd.
</TABLE>
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment")
is made as of this 5th day of January, 1996 by and between GEOFFREY
L. SMITH ("Assignor") and SMITHCON FAMILY INVESTMENTS, LTD. (the
"Assignee").
R E C I T A T I O N
The Assignor has agreed to transfer the assets set forth on
Exhibit "A" attached hereto (the "Assets") to the Assignee, and the
Assignee has agreed to accept the Assets from the Assignor, in
exchange for a 71/100 percent (0.71%) partnership interest in the
Assignee (the "Partnership Interest").
O P E R A T I V E P R O V I S I O N S
IN CONSIDERATION of the recitation set forth hereinabove, the
mutual promises and covenants hereinafter contained, and other good
and valuable consideration, the receipt and sufficiency of which
are acknowledged hereby, the parties to this Assignment, intending
legally to be bound, hereby agree as follows:
1. The Assignor hereby assigns, transfers, conveys and sets
over unto the Assignee all of the Assignor's right, title and
interest in and to the Assets.
2. The Assignee hereby accepts the assignment of the Assets
from the Assignor and assumes all of the duties, responsibilities,
liabilities and obligations attributable to the Assets.
3. The Assignee hereby assigns, transfers, conveys and sets
over unto the Assignor all of the Assignee's right, title and
interest in and to the Partnership Interest.
4. The Assignor hereby accepts the assignment of the
Partnership Interest from the Assignee and agrees to (i) comply
with, and be bound by, all of the terms and conditions of that
certain Agreement of Limited Partnership of Smithcon Family
Investments, Ltd., dated as of November 22, 1995 (the "Partnership
Agreement"), and (ii) assume all of the obligations and
responsibilities of a limited partner thereunder with all of the
same force and effect that would apply if it had been an original
party to the Partnership Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this
Assignment and Assumption Agreement the day and year first above
written.
ASSIGNOR:
/s/ Geoffrey L. Smith
GEOFFREY L. SMITH
ASSIGNEE:
SMITHCON FAMILY INVESTMENTS, LTD., a
Florida limited partnership
By: Smithcon Investments,
Inc., a Florida corporation
By:/s/Donald L. Smith,
Jr.
Donald L. Smith, Jr.
President
The undersigned hereby consents to the admission of the
Assignor as a limited partner of the Assignee, having all of the
rights of a limited partner under the laws of the State of Florida
and the Partnership Agreement with respect to the Partnership
Interest
SMITHCON INVESTMENTS, INC., a
Florida corporation
By:/s/ Donald L. Smith, Jr.
Donald L. Smith, Jr.
President
EXHIBIT "A"
ASSETS
7,000 shares of common stock of Devcon International Corp.
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment")
is made as of this 5th day of January, 1996 by and between
CHRISTOPHER K. SMITH ("Assignor") and SMITHCON FAMILY INVESTMENTS,
LTD. (the "Assignee").
R E C I T A T I O N
The Assignor has agreed to transfer the assets set forth on
Exhibit "A" attached hereto (the "Assets") to the Assignee, and the
Assignee has agreed to accept the Assets from the Assignor, in
exchange for a 71/100 percent (0.71%) partnership interest in the
Assignee (the "Partnership Interest").
O P E R A T I V E P R O V I S I O N S
IN CONSIDERATION of the recitation set forth hereinabove, the
mutual promises and covenants hereinafter contained, and other good
and valuable consideration, the receipt and sufficiency of which
are acknowledged hereby, the parties to this Assignment, intending
legally to be bound, hereby agree as follows:
1. The Assignor hereby assigns, transfers, conveys and sets
over unto the Assignee all of the Assignor's right, title and
interest in and to the Assets.
2. The Assignee hereby accepts the assignment of the Assets
from the Assignor and assumes all of the duties, responsibilities,
liabilities and obligations attributable to the Assets.
3. The Assignee hereby assigns, transfers, conveys and sets
over unto the Assignor all of the Assignee's right, title and
interest in and to the Partnership Interest.
4. The Assignor hereby accepts the assignment of the
Partnership Interest from the Assignee and agrees to (i) comply
with, and be bound by, all of the terms and conditions of that
certain Agreement of Limited Partnership of Smithcon Family
Investments, Ltd., dated as of November 22, 1995 (the "Partnership
Agreement"), and (ii) assume all of the obligations and
responsibilities of a limited partner thereunder with all of the
same force and effect that would apply if it had been an original
party to the Partnership Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this
Assignment and Assumption Agreement the day and year first above
written.
ASSIGNOR:
/s/ Christopher K. Smith
CHRISTOPHER K. SMITH
ASSIGNEE:
SMITHCON FAMILY INVESTMENTS, LTD., a
Florida limited partnership
By: Smithcon Investments, Inc., a
Florida corporation
By:Donald L. Smith, Jr.
Donald L. Smith, Jr.
President
The undersigned hereby consents to the admission of the Assignor
as a limited partner of the Assignee, having all of the rights of
a limited partner under the laws of the State of Florida and the
Partnership Agreement with respect to the Partnership Interest
SMITHCON INVESTMENTS, INC., a
Florida corporation
By: /s/ Donald L. Smith, Jr.
Donald L. Smith, Jr.
President
EXHIBIT "A"
ASSETS
7,000 shares of common stock of Devcon International Corp.
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment") is
made as of this 5th day of January, 1996 by and between LEONARD W.
JENNE ("Assignor") and SMITHCON FAMILY INVESTMENTS, LTD. (the
"Assignee").
R E C I T A T I O N
The Assignor has agreed to transfer the assets set forth on
Exhibit "A" attached hereto (the "Assets") to the Assignee, and the
Assignee has agreed to accept the Assets from the Assignor, in
exchange for a 71/100 percent (0.71%) partnership interest in the
Assignee (the "Partnership Interest").
O P E R A T I V E P R O V I S I O N S
IN CONSIDERATION of the recitation set forth hereinabove, the
mutual promises and covenants hereinafter contained, and other good
and valuable consideration, the receipt and sufficiency of which
are acknowledged hereby, the parties to this Assignment, intending
legally to be bound, hereby agree as follows:
1. The Assignor hereby assigns, transfers, conveys and sets
over unto the Assignee all of the Assignor's right, title and
interest in and to the Assets.
2. The Assignee hereby accepts the assignment of the Assets
from the Assignor and assumes all of the duties, responsibilities,
liabilities and obligations attributable to the Assets.
3. The Assignee hereby assigns, transfers, conveys and sets
over unto the Assignor all of the Assignee's right, title and
interest in and to the Partnership Interest.
4. The Assignor hereby accepts the assignment of the
Partnership Interest from the Assignee and agrees to (i) comply
with, and be bound by, all of the terms and conditions of that
certain Agreement of Limited Partnership of Smithcon Family
Investments, Ltd., dated as of November 22, 1995 (the "Partnership
Agreement"), and (ii) assume all of the obligations and
responsibilities of a limited partner thereunder with all of the
same force and effect that would apply if it had been an original
party to the Partnership Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this
Assignment and Assumption Agreement the day and year first above
written.
ASSIGNOR:
/s/ Leonard W. Jenne
LEONARD W. JENNE
ASSIGNEE:
SMITHCON FAMILY INVESTMENTS,
LTD., a Florida limited
partnership
By: Smithcon Investments,
Inc., a Florida corporation
By:/s/ Donald L. Smith,
Jr.
Donald L. Smith, Jr.
President
The undersigned hereby consents to the admission of the Assignor
as a limited partner of the Assignee, having all of the rights of
a limited partner under the laws of the State of Florida and the
Partnership Agreement with respect to the Partnership Interest
SMITHCON INVESTMENTS, INC., a
Florida corporation
By: /s/ Donald L. Smith, Jr.
Donald L. Smith, Jr.
President
EXHIBIT "A"
ASSETS
7,000 shares of common stock of Devcon International Corp.
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment") is
made as of this 5th day of January, 1996 by and between LAUREN T.
NUGENT ("Assignor") and SMITHCON FAMILY INVESTMENTS, LTD. (the
"Assignee").
R E C I T A T I O N
The Assignor has agreed to transfer the assets set forth on
Exhibit "A" attached hereto (the "Assets") to the Assignee, and the
Assignee has agreed to accept the Assets from the Assignor, in
exchange for a 71/100 percent (0.71%) partnership interest in the
Assignee (the "Partnership Interest").
O P E R A T I V E P R O V I S I O N S
IN CONSIDERATION of the recitation set forth hereinabove, the
mutual promises and covenants hereinafter contained, and other good
and valuable consideration, the receipt and sufficiency of which
are acknowledged hereby, the parties to this Assignment, intending
legally to be bound, hereby agree as follows:
1. The Assignor hereby assigns, transfers, conveys and sets
over unto the Assignee all of the Assignor's right, title and
interest in and to the Assets.
2. The Assignee hereby accepts the assignment of the Assets
from the Assignor and assumes all of the duties, responsibilities,
liabilities and obligations attributable to the Assets.
3. The Assignee hereby assigns, transfers, conveys and sets
over unto the Assignor all of the Assignee's right, title and
interest in and to the Partnership Interest.
4. The Assignor hereby accepts the assignment of the
Partnership Interest from the Assignee and agrees to (i) comply
with, and be bound by, all of the terms and conditions of that
certain Agreement of Limited Partnership of Smithcon Family
Investments, Ltd., dated as of November 22, 1995 (the "Partnership
Agreement"), and (ii) assume all of the obligations and
responsibilities of a limited partner thereunder with all of the
same force and effect that would apply if it had been an original
party to the Partnership Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this
Assignment and Assumption Agreement the day and year first above
written.
ASSIGNOR:
/s/ Lauren T. Nugent
LAUREN T. NUGENT
ASSIGNEE:
SMITHCON FAMILY INVESTMENTS, LTD.,
a Florida limited partnership
By:Smithcon Investments, Inc.,
a Florida corporation
By:/s/ Donald L. Smith,
Jr.
Donald L. Smith, Jr.
President
The undersigned hereby consents to the admission of the Assignor
as a limited partner of the Assignee, having all of the rights of
a limited partner under the laws of the State of Florida and the
Partnership Agreement with respect to the Partnership Interest
SMITHCON INVESTMENTS, INC., a
Florida corporation
By:/s/ Donald L. Smith, Jr.
Donald L. Smith, Jr.
President
EXHIBIT "A"
ASSETS
7,000 shares of common stock of Devcon International Corp.
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment") is
made as of this 5th day of January, 1996 by and between SUSAN M.
HARRISON ("Assignor") and SMITHCON FAMILY INVESTMENTS, LTD. (the
"Assignee").
R E C I T A T I O N
The Assignor has agreed to transfer the assets set forth on
Exhibit "A" attached hereto (the "Assets") to the Assignee, and the
Assignee has agreed to accept the Assets from the Assignor, in
exchange for a 71/100 percent (0.71%) partnership interest in the
Assignee (the "Partnership Interest").
O P E R A T I V E P R O V I S I O N S
IN CONSIDERATION of the recitation set forth hereinabove, the
mutual promises and covenants hereinafter contained, and other good
and valuable consideration, the receipt and sufficiency of which
are acknowledged hereby, the parties to this Assignment, intending
legally to be bound, hereby agree as follows:
1. The Assignor hereby assigns, transfers, conveys and sets
over unto the Assignee all of the Assignor's right, title and
interest in and to the Assets.
2. The Assignee hereby accepts the assignment of the Assets
from the Assignor and assumes all of the duties, responsibilities,
liabilities and obligations attributable to the Assets.
3. The Assignee hereby assigns, transfers, conveys and sets
over unto the Assignor all of the Assignee's right, title and
interest in and to the Partnership Interest.
4. The Assignor hereby accepts the assignment of the
Partnership Interest from the Assignee and agrees to (i) comply
with, and be bound by, all of the terms and conditions of that
certain Agreement of Limited Partnership of Smithcon Family
Investments, Ltd., dated as of November 22, 1995 (the "Partnership
Agreement"), and (ii) assume all of the obligations and
responsibilities of a limited partner thereunder with all of the
same force and effect that would apply if it had been an original
party to the Partnership Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this
Assignment and Assumption Agreement the day and year first above
written.
ASSIGNOR:
/s/ Susan M. Harrison
SUSAN M. HARRISON
ASSIGNEE:
SMITHCON FAMILY INVESTMENTS, LTD.,
a Florida limited partnership
By:Smithcon Investments, Inc.,
a Florida corporation
By:/s/Donald L. Smith, Jr.
Donald L. Smith, Jr.
President
The undersigned hereby consents to the admission of the Assignor
as a limited partner of the Assignee, having all of the rights of
a limited partner under the laws of the State of Florida and the
Partnership Agreement with respect to the Partnership Interest
SMITHCON INVESTMENTS, INC., a
Florida corporation
By: /s/ Donald L. Smith, Jr.
Donald L. Smith, Jr.
President
EXHIBIT "A"
ASSETS
7,000 shares of common stock of Devcon International Corp.
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment") is
made as of this 5th day of January, 1996 by and between KEVIN M.
SMITH ("Assignor") and SMITHCON FAMILY INVESTMENTS, LTD. (the
"Assignee").
R E C I T A T I O N
The Assignor has agreed to transfer the assets set forth on
Exhibit "A" attached hereto (the "Assets") to the Assignee, and the
Assignee has agreed to accept the Assets from the Assignor, in
exchange for a 71/100 percent (0.71%) partnership interest in the
Assignee (the "Partnership Interest").
O P E R A T I V E P R O V I S I O N S
IN CONSIDERATION of the recitation set forth hereinabove, the
mutual promises and covenants hereinafter contained, and other good
and valuable consideration, the receipt and sufficiency of which
are acknowledged hereby, the parties to this Assignment, intending
legally to be bound, hereby agree as follows:
1. The Assignor hereby assigns, transfers, conveys and sets
over unto the Assignee all of the Assignor's right, title and
interest in and to the Assets.
2. The Assignee hereby accepts the assignment of the Assets
from the Assignor and assumes all of the duties, responsibilities,
liabilities and obligations attributable to the Assets.
3. The Assignee hereby assigns, transfers, conveys and sets
over unto the Assignor all of the Assignee's right, title and
interest in and to the Partnership Interest.
4. The Assignor hereby accepts the assignment of the
Partnership Interest from the Assignee and agrees to (i) comply
with, and be bound by, all of the terms and conditions of that
certain Agreement of Limited Partnership of Smithcon Family
Investments, Ltd., dated as of November 22, 1995 (the "Partnership
Agreement"), and (ii) assume all of the obligations and
responsibilities of a limited partner thereunder with all of the
same force and effect that would apply if it had been an original
party to the Partnership Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this
Assignment and Assumption Agreement the day and year first above
written.
ASSIGNOR:
/s/ Kevin M. Smith
KEVIN M. SMITH
ASSIGNEE:
SMITHCON FAMILY INVESTMENTS, LTD., a
Florida limited partnership
By: Smithcon Investments, Inc.,
a Florida corporation
By:/s/ Donald L. Smith, Jr.
Donald L. Smith, Jr.
President
The undersigned hereby consents to the admission of the Assignor
as a limited partner of the Assignee, having all of the rights of
a limited partner under the laws of the State of Florida and the
Partnership Agreement with respect to the Partnership Interest
SMITHCON INVESTMENTS, INC., a
Florida corporation
By:/s/ Donald L. Smith, Jr.
Donald L. Smith, Jr.
President
EXHIBIT "A"
ASSETS
7,000 shares of common stock of Devcon International Corp.
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment") is
made as of this 5th day of January, 1996 by and between DONALD L.
SMITH, III ("Assignor") and SMITHCON FAMILY INVESTMENTS, LTD. (the
"Assignee").
R E C I T A T I O N
The Assignor has agreed to transfer the assets set forth on
Exhibit "A" attached hereto (the "Assets") to the Assignee, and the
Assignee has agreed to accept the Assets from the Assignor, in
exchange for a 71/100 percent (0.71%) partnership interest in the
Assignee (the "Partnership Interest").
O P E R A T I V E P R O V I S I O N S
IN CONSIDERATION of the recitation set forth hereinabove, the
mutual promises and covenants hereinafter contained, and other good
and valuable consideration, the receipt and sufficiency of which
are acknowledged hereby, the parties to this Assignment, intending
legally to be bound, hereby agree as follows:
1. The Assignor hereby assigns, transfers, conveys and sets
over unto the Assignee all of the Assignor's right, title and
interest in and to the Assets.
2. The Assignee hereby accepts the assignment of the Assets
from the Assignor and assumes all of the duties, responsibilities,
liabilities and obligations attributable to the Assets.
3. The Assignee hereby assigns, transfers, conveys and sets
over unto the Assignor all of the Assignee's right, title and
interest in and to the Partnership Interest.
4. The Assignor hereby accepts the assignment of the
Partnership Interest from the Assignee and agrees to (i) comply
with, and be bound by, all of the terms and conditions of that
certain Agreement of Limited Partnership of Smithcon Family
Investments, Ltd., dated as of November 22, 1995 (the "Partnership
Agreement"), and (ii) assume all of the obligations and
responsibilities of a limited partner thereunder with all of the
same force and effect that would apply if it had been an original
party to the Partnership Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this
Assignment and Assumption Agreement the day and year first above
written.
ASSIGNOR:
/s/ Donald L. Smith, III
DONALD L. SMITH, III
ASSIGNEE:
SMITHCON FAMILY INVESTMENTS, LTD., a
Florida limited partnership
By: Smithcon Investments, Inc.,
a Florida corporation
By:/s/ Donald L. Smith, Jr.
Donald L. Smith, Jr.
President
The undersigned hereby consents to the admission of the Assignor
as a limited partner of the Assignee, having all of the rights of
a limited partner under the laws of the State of Florida and the
Partnership Agreement with respect to the Partnership Interest
SMITHCON INVESTMENTS, INC., a
Florida corporation
By:/s/ Donald L. Smith, Jr.
Donald L. Smith, Jr.
President
EXHIBIT "A"
ASSETS
7,000 shares of common stock of Devcon International Corp.
