SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under The Securities Exchange Act of 1934
(Amendment No. _______)<1>
Unique Mobility, Inc.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
909154 10 6
(CUSIP Number)
D. Stephen Antion, Esq.
O'Melveny & Myers LLP
400 S. Hope Street, Los Angeles, CA 90071
Telephone (213) 669-6000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 20, 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 13d-1(b)(3) or
(4), check the following box [ ].
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.
<1> 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.)
<PAGE>
<TABLE>
<S> <C>
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
EV Global Motors Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS<1>
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
</TABLE>
<TABLE>
<S> <C>
7 SOLE VOTING POWER
1,701,925 shares.<2>
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED None
BY REPORTING PERSON WITH
9 SOLE DISPOSITIVE POWER
1,701,925 shares.<2>
10 SOLE DISPOSITIVE POWER
None
</TABLE>
<TABLE>
<S> <C>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,701,925 shares.<2>
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES<1>
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
12.5%
14 TYPE OF REPORTING PERSON<1>
CO
</TABLE>
<1> SEE INSTRUCTIONS BEFORE FILLING OUT!
<2> Includes 1,151,925 shares of Common Stock, Warrants to
acquire 350,000 shares of Common Stock and the right to
acquire 200,000 additional shares of Common Stock. All such
shares and Warrants and rights to acquire shares are held of
record by EV Global Motors Company. LKL Family Limited
Partnership, Lee Iacocca & Associates, Inc. and Lido A.
Iacocca are each control persons of EV Global Motors
Company.
<PAGE>
<TABLE>
<S> <C>
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
LKL Family Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS<1>
N/A<2>
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
</TABLE>
<TABLE>
<S> <C>
7 SOLE VOTING POWER
1,701,925 shares.<2>
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED None
BY REPORTING PERSON WITH
9 SOLE DISPOSITIVE POWER
1,701,925 shares.<2>
10 SOLE DISPOSITIVE POWER
None
</TABLE>
<TABLE>
<S> <C>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,701,925 shares.<2>
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES<1>
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
12.5%
14 TYPE OF REPORTING PERSON<1>
PN
<1> SEE INSTRUCTIONS BEFORE FILLING OUT!
<2> Includes 1,151,925 shares of Common Stock, Warrants to
acquire 350,000 shares of Common Stock and the right to
acquire 200,000 additional shares of Common Stock. All such
shares and Warrants and rights to acquire shares are held of
record by EV Global Motors Company. LKL Family Limited
Partnership, Lee Iacocca & Associates, Inc. and Lido A.
Iacocca are each control persons of EV Global Motors
Company.
</TABLE>
<PAGE>
<TABLE>
<S> <C>
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Lee Iacocca & Associates, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS<1>
N/A<2>
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Michigan
</TABLE>
<TABLE>
<S> <C>
7 SOLE VOTING POWER
1,701,925 shares.<2>
NUMBER OF SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY PERSON REPORTING WITH None
9 SOLE DISPOSITIVE POWER
1,701,925 shares.<2>
10 SOLE DISPOSITIVE POWER
None
</TABLE>
<TABLE>
<S> <C>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,701,925 shares.<2>
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES<1>
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
12.5%
14 TYPE OF REPORTING PERSON<1>
CO
<1> SEE INSTRUCTIONS BEFORE FILLING OUT!
<2> Includes 1,151,925 shares of Common Stock, Warrants to
acquire 350,000 shares of Common Stock and the right to
acquire 200,000 additional shares of Common Stock. All such
shares and Warrants and rights to acquire shares are held of
record by EV Global Motors Company. LKL Family Limited
Partnership, Lee Iacocca & Associates, Inc. and Lido A.
Iacocca are each control persons of EV Global Motors
Company.
</TABLE>
<PAGE>
<TABLE>
<S> <C>
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Lido A. Iacocca
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS<1>
N/A<2>
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
</TABLE>
<TABLE>
<S> <C>
7 SOLE VOTING POWER
1,701,925 shares.<2>
NUMBER OF SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY REPORTING PERSON WITH None
9 SOLE DISPOSITIVE POWER
1,701,925 shares.<2>
10 SOLE DISPOSITIVE POWER
None
</TABLE>
<TABLE>
<S> <C>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,701,925 shares.<2>
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES<1>
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
12.5%
14 TYPE OF REPORTING PERSON<1>
IN
<1> SEE INSTRUCTIONS BEFORE FILLING OUT!
<2> Includes 1,151,925 shares of Common Stock, Warrants to
acquire 350,000 shares of Common Stock and the right to
acquire 200,000 additional shares of Common Stock. All such
shares and Warrants and rights to acquire shares are held of
record by EV Global Motors Company. LKL Family Limited
Partnership, Lee Iacocca & Associates, Inc. and Lido A.
Iacocca are each control persons of EV Global Motors
Company.
</TABLE>
<PAGE>
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D ("Schedule 13D") relates to the
common stock, $0.01 par value per share, of Unique Mobility,
Inc., a Colorado corporation (the "Company"). The principal
executive offices of the Company are located at 425 Corporate
Circle, Golden, Colorado 80401.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is being filed by the following entities:
(1) EV Global Motors Company, a California corporation, whose
principal business and office address is 10880 Wilshire
Boulevard, Suite 1400, Los Angeles, California 90024.
(2) LKL Family Limited Partnership, a Delaware limited
partnership, whose principal business and office address is 10880
Wilshire Boulevard, Suite 1400, Los Angeles, California 90024.
(3) Lee Iacocca & Associates, Inc., a Michigan corporation,
whose principal business and office address is 10880 Wilshire
Boulevard, Suite 1400, Los Angeles, California 90024.
(4) Lido A. Iacocca, an individual, whose business address is
10880 Wilshire Boulevard, Suite 1400, Los Angeles, California
90024.
The persons serving as directors and executive officers of
EV Global Motors Company and Lee Iacocca & Associates, Inc. are
set forth in Schedule A hereto.
The entities listed in subparagraphs (1) through (4) above
are herein collectively referred to as the "Reporting Persons"
and individually as a "Reporting Person." EV Global Motors
Company ("EV Global") is a newly formed California corporation
that intends to design, market and distribute electric vehicles.
LKL Family Limited Partnership ("LKL") is the majority
shareholder of EV Global. LKL is a Delaware limited partnership
which makes investments in both passive and active business
opportunities. Lee Iacocca & Associates, Inc. ("LIA") is the
general partner of LKL. LIA is the professional services
corporation through which Lido A. Iacocca performs the services
described below, among others. Mr. Iacocca is the sole
shareholder of LIA. Mr. Iacocca is the retired Chairman and
Chief Executive Officer of Chrysler Corporation. Since such
retirement, he has served on the board of directors of several
companies and has made numerous public speaking appearances. Mr.
Iacocca joined Chrysler in November 1978 and retired as Chief
Executive Officer in December of 1992 and as a Director in
September of 1993. He continued to serve as a consultant to
Chrysler until 1994. Before Chrysler, Mr. Iacocca spent thirty-
two years with Ford Motor Company. Mr. Iacocca is active in a
closely held, family run food business and in a wide range of
charitable and civic organizations. Mr. Iacocca is a citizen of
the United States.
During the last five years, none of the Reporting Persons
nor any person listed on Schedule A has been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors). During the last five years, none of the Reporting
Persons nor any person listed on Schedule A was a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of which 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
EV Global expended $3,192,318.39 in its purchase of an
aggregate of 1,151,925 shares of the common stock of the Company
(the "Shares"). EV Global also has agreed to pay $131,250.00 to
acquire warrants to purchase an aggregate of 350,000 shares of
common stock of the Company (the "Warrants"). Payment was made
and is to be made from funds raised in June 1997 by EV Global in
a private placement transaction (the "Private Placement"). In
the Private Placement, Terra Trust Investment AG, GLORIOUS LTD,
Gaiwin B.V. and LKL Family Limited Partnership (collectively, the
"Investors") purchased an aggregate of 122,000 shares of EV
Global Series A Preferred Stock for an aggregate purchase price
of $6,100,000.00. EV Global consummated the Private Placement in
order to raise funds for general corporate and working capital
purposes for its electric vehicle business including, as part of
EV Global's overall strategic plan, the acquisition of the Shares
and the Warrants. In addition, EV Global has agreed to issue
400,000 shares of its common stock, no par value, to the Company
in exchange for 200,000 shares of the Company's common stock (the
"Exchanged Shares").
ITEM 4. PURPOSE OF TRANSACTION
EV Global acquired the Shares and its rights in the Warrants
and the Exchanged Shares for investment purposes, strategic
business purposes and to provide liquidity to the Investors in
accordance with the Exchange Right (as such term is defined in
Item 6(c) below). EV Global does not have any plans or proposals
relating to Item 4(a) through 4(j) of Schedule 13D except as set
forth in the following paragraph.
EV Global intends to exercise the Warrants prior to their
expiration in August 1997 if such Warrants are "in the money."
EV Global has not yet determined whether it intends to use cash
to exercise the Warrants or if it intends to use the "net
issuance" feature of the Warrants. EV Global has entered into a
strategic alliance with the Company to develop drive train
systems and components for EV Global's future products (see the
joint press release of June 26, 1997 issued by the Company and EV
Global attached hereto as Exhibit 7.4 and incorporated herein by
reference). In addition, Mr. Iacocca has agreed to serve on the
Board of Directors of the Company. Items 6(c) and 6(d) below are
incorporated herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) As of June 27, 1997 the Reporting Persons and the
other persons identified in Item 2 of this Schedule 13D
beneficially owned the number and percentage of shares of Common
Stock of the Company indicated below:
<TABLE>
<S> <C> <C>
Number Percentage of
Name of Shares Outstanding Shares<1>
EV Global Motors Company 1,701,925<2> 12.5%
LKL Family Limited Partnership 1,701,925<2><3> 12.5%
Lee Iacocca & Associates, Inc. 1,701,925<2><3> 12.5%
Lido A. Iacocca 1,701,925<2><3> 12.5%
<1> Based upon: (i) 13,081,603 shares of Common Stock reported
to be outstanding at March 11, 1997 in the Company's
Transition Report on Form 10-QT/A for the quarterly period
ended January 31, 1997 plus (ii) 350,000 additional shares
of Common Stock outstanding assuming the exercise of the
Warrants plus (iii) 200,000 additional shares of Common
Stock outstanding assuming the issuance and acquisition of
the Exchanged Shares.
<2> Includes the right to acquire 350,000 shares of Common Stock
of the Company pursuant to Warrants to purchase Common Stock
of the Company expiring in August 1997 and the right to
acquire the Exchanged Shares (200,000 shares of Common Stock
of the Company).
<3> These shares are owned by EV Global. EV Global has the sole
power to vote and dispose of all of the shares owned by it.
See Item 2.
</TABLE>
(c) Paragraphs (a), (b) and (d) of Item 6 are incorporated
herein by reference.
(d) 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, the Shares or the Warrants set forth above.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP
WITH RESPECT TO SECURITIES OF THE ISSUER.
(a) On June 5, 1997, EV Global entered into a Warrant
Purchase Agreement (the "Warrant Purchase Agreement")
with Frippoma SA pursuant to which EV Global agreed to
purchase from Frippoma SA warrants to purchase 350,000
shares of Common Stock of the Company. EV Global
agreed to pay Frippoma SA $0.375 per unit for such
warrants, for an aggregate purchase price of
$131,250.00. A copy of the Warrant Purchase Agreement
is attached hereto as Exhibit 7.2 and is incorporated
herein by reference. EV Global has not yet consummated
the purchase of such warrants.
(b) On June 20, 1997, pursuant to a Stock Purchase
Agreement (the "Stock Purchase Agreement") dated as of
June 20, 1997 by and between EV Global and Alcan
Aluminium Limited ("Alcan"), EV Global purchased
1,151,925 shares of common stock of the Company at a
price per share equal to approximately $2.77, for an
aggregate purchase price of $3,192,318.39. The
transaction was consummated in Los Angeles, California
upon the receipt by EV Global of Stock Certificates
(together with duly executed stock transfer powers)
representing such shares and the delivery by EV Global
to Alcan of a cashier's check in the above amount. A
copy of the Stock Purchase Agreement is attached hereto
as Exhibit 7.3 and is incorporated herein by reference.
(c) In connection with the Private Placement, EV Global
agreed to provide to the Investors the right to
exchange (the "Exchange Right") up to 50% of their
shares of Series A Preferred Stock of EV Global for
shares of the Company. Each eligible share of EV
Global Series A Preferred Stock is exchangeable into
the amount of the Company's common stock that is the
lesser of: (a) 4.893 shares or (b) the number of shares
equal to $50.00 divided by the average of the last
reported sales price of the Company's common stock on
the American Stock Exchange (or such other securities
exchange as is then the principal exchange for the
Company's stock) for the fifteen consecutive business
days preceding the date of exercise of the Exchange
Right. The above calculations are subject to a
proportional adjustment in the event that any Investor
has previously converted shares of its EV Global Series
A Preferred Stock into shares of EV Global common
stock. The Exchange Right is exercisable commencing on
June 20, 1998 and will terminate on December 20, 1999.
(d) EV Global has agreed to issue to the Company 400,000
shares of EV Global Common Stock in exchange for the
issuance by the Company to EV Global of 200,000 shares
of the Company's Common Stock. Such exchange of
securities has not yet been consummated. See the joint
press release of June 26, 1997 issued by the Company
and EV Global attached hereto as Exhibit 7.4 and
incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7.1 Agreement of Joint Filing by and among EV Global, LKL,
LIA and Lido A. Iacocca dated June 27, 1997.
Item 7.2 Warrant Purchase Agreement Dated June 5, 1997 by and
between EV Global Motors Company and Frippoma S.A.
Item 7.3 Stock Purchase Agreement dated as of June 20, 1997 by
and between EV Global Motors Company and Alcan
Aluminium Limited.
Item 7.4 Joint Press Release by Unique Mobility, Inc. and EV
Global Motors Company dated June 26, 1997.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of the
undersigneds' knowledge and belief, each of the undersigned
certifies that the information set forth in this statement is
true, complete and correct.
Dated: June 27, 1997
EV GLOBAL MOTORS COMPANY, a California
corporation
By: /s/ Lido A. Iacocca
----------------------------
Name: Lido A. Iacocca
Title: President
LKL FAMILY LIMITED PARTNERSHIP
By: LEE IACOCCA & ASSOCIATES, INC.
Its General Partner
By: /s/ Lido A. Iacocca
----------------------------
Name: Lido A. Iacocca
Title: President
LEE IACOCCA & ASSOCIATES, INC., a
Michigan corporation
By: /s/ Lido A. Iacocca
----------------------------
Name: Lido A. Iacocca
Title: President
/s/ Lido A. Iacocca
--------------------------------
Lido A. Iacocca
<PAGE>
Schedule A
Directors and Executive Officers
The name and present principal occupation of each
executive officer and director of EV Global Motors Company and
Lee Iacocca & Associates, Inc. are set forth below. The business
address of each executive officer and director of such companies
is 10880 Wilshire Boulevard, Suite 1400, Los Angeles, California
90024. All of the persons listed below are United States
citizens.
I. EV GLOBAL MOTORS COMPANY
Position with
Name EV Global Motors Company
Lido A. Iacocca President, Director
Irene DiVito Secretary and
Treasurer, Director
Alan Himelfarb Director
II. LEE IACOCCA & ASSOCIATES, INC.
Position with
Name Lee Iacocca & Associates, Inc.
Lido A. Iacocca President, Sole Director
Lia Iacocca Assad Secretary
<PAGE>
Exhibit 7.1
Agreement of Joint Filing
(Pursuant to Rule 13d-1(f)(2))
June 27, 1997
EV Global Motors Company ("EV Global"), the LKL Family
Limited partnership, a Delaware limited partnership ("LKL"), Lee
Iacocca & Associates, Inc., a Michigan corporation ("LIA"), and
Lido A. Iacocca hereby agree that a Securities and Exchange
Commission ("SEC") Schedule 13D dated June 27, 1997, and relating
the Common Stock, $0.01 par value, of Unique Mobility, Inc., a
Colorado corporation (the "Issuer"), shall be jointly filed on
behalf of each of them with the SEC, the American Stock Exchange,
the Boston Stock Exchange, the Pacific Stock Exchange and the
Issuer.
EV Global, LKL, LIA and Lido A. Iacocca further agree
and understand that they are not members of a group for purposes
of acquiring, selling or voting the securities of the Issuer and
that they have not entered into any agreement to act in concert
with relation to the securities of the Issuer.
EV GLOBAL MOTORS COMPANY
By: /s/ Lido A. Iacocca
----------------------------
Name: Lido A. Iacocca
Title: President
LKL FAMILY LIMITED PARTNERSHIP
By: LEE IACOCCA & ASSOCIATES, INC.
Its General Partner
By: /s/ Lido A. Iacocca
----------------------------
Name: Lido A. Iacocca
Title: President
LEE IACOCCA & ASSOCIATES, INC.
By: /s/ Lido A. Iacocca
---------------------------------
Name: Lido A. Iacocca
Title: President
/s/ Lido A. Iacocca
-------------------------------------
Lido A. Iacocca
<PAGE>
Exhibit 7.2
June 5, 1997
EV GLOBAL MOTORS COMPANY
10880 Wilshire Boulevard, Suite 1400
Los Angeles, California 90024
Via Fax: 310.441.2651
WARRANT PURCHASE AGREEMENT
This letter will outline the terms of the agreement between EV
Global Motors Company and Frippoma SA.
EV Global Motors Company agrees to purchase and Frippoma SA
agrees to sell 350,000 Unique Mobility warrants for the price of
.375 per warrant for a total of $131,250.00. Said warrants were
originally issued to the Advent Group on March 25, 1992, have a
strike price of $2.40, are exercisable until August 28, 1997 and
include a net issuance provision.
The above-referenced transaction shall be conditioned upon, and
consummated promptly following, the closing of the EV Global
Motors Company private placement offering as described in the
confidential private placement memorandum dated April 1997, as
amended.
By: /s/ Irene DiVito By: /s/ Emilio Martinenghi
------------------------- ---------------------------
EV Global Motors Company Frippoma SA
<PAGE>
Exhibit 7.3
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement is entered into as of
June 20, 1997, by and between Alcan Aluminium Limited, a Canadian
corporation ("Seller"), and EV Global Motors Company, a
California corporation ("Buyer").
RECITALS
WHEREAS, Seller currently owns 1,401,925 shares of
common stock, $0.01 par value (the "Stock"), of Unique Mobility
Inc., a publicly traded Colorado corporation listed on the
American Stock Exchange, Boston Stock Exchange and Pacific Stock
Exchange (the "Company"); and
WHEREAS, Buyer desires to purchase from Seller, and
Seller desires to sell to Buyer, 1,151,925 shares of the Stock
(the "Purchased Stock") on the terms and conditions set forth
herein.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises
contained herein and for other good and valuable consideration,
Seller and Buyer hereby agree as follows:
1. DEFINITIONS. As used in this Agreement, the
following definitions shall apply:
"Act" means the Securities Act of 1933, as amended.
"Agreement" means this Stock Purchase Agreement by and
between Seller and Buyer, as amended or supplemented.
"Business of the Company" means the management,
business, operations, financial condition, results of operations,
assets, properties and business prospects of the Company.
"Buyer" means EV Global Motors Company, a California
corporation.
"Company" has the meaning assigned to such term in the
recitals to this Agreement.
"Encumbrance" means any claim, charge, easement,
encumbrance, lease, covenant, security interest, lien, option,
pledge, rights of others, or restriction (whether on voting,
sale, transfer, disposition or otherwise), whether imposed by
agreement, understanding, law, equity or otherwise, except for
any restriction on transfer generally arising under any
applicable federal or state securities law or reporting
obligations under Section 13 or Section 16 of the Securities
Exchange Act of 1934.
"Purchase Price" has the meaning assigned to such term
in Section 2.
"Purchased Stock" has the meaning assigned to such term
in the recitals to this Agreement.
"Purchased Stock Certificates" means certificates
representing the Purchased Stock, duly endorsed (or accompanied
by duly executed stock powers) for transfer to Buyer.
"Seller" means Alcan Aluminium Limited, a Canadian
corporation.
"Seller's Counsel" means Jones, Day, Reavis & Pogue.
"Stock" has the meaning assigned to such term in the
recitals to this Agreement.
2. PURCHASE AND SALE OF PURCHASED STOCK. Subject to
the terms and conditions of this Agreement, and in reliance upon
the representations and warranties hereinafter set forth, Buyer
agrees to purchase from Seller, and Seller agrees to sell,
assign, transfer and deliver to Buyer, the Purchased Stock in
exchange for an amount equal to THREE MILLION ONE HUNDRED NINETY
THOUSAND EIGHT HUNDRED THIRTY-TWO AND TWENTY-FIVE ONE-HUNDREDTHS
U.S. DOLLARS ($3,190,832.25) (the "Purchase Price"). Upon
execution and delivery of this Agreement, Seller shall deliver
the Purchased Stock Certificates to Buyer at the offices of
Seller's Counsel in Los Angeles, California. In consideration
for the sale, assignment and transfer of the Purchased Stock
effected hereby, simultaneously with the receipt by Buyer of the
Purchased Stock Certificates, Buyer shall pay to Seller, and
Seller shall have received from Buyer, by bank cashier's check,
the Purchase Price plus $1,486.14.
Promptly following the execution of this Agreement,
Seller shall deliver to the registrar and transfer agent for the
Stock, a letter of instructions requesting such transfer agent to
affix the following legend on all certificates representing the
Purchased Stock issued to Buyer in replacement for the Purchased
Stock Certificates:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND
ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN RULE
144 UNDER THE ACT. THE SHARES MAY NOT BE OFFERED FOR SALE,
SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO EXEMPTION
FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS
TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.
3. SELLER'S REPRESENTATIONS AND WARRANTIES. In order
to induce Buyer to enter into this Agreement, Seller represents
and warrants as follows:
(a) Organization. Seller is a corporation duly
organized, validly existing and in good standing under the laws
of Canada. Seller has all necessary corporate power and
authority to execute, deliver and perform this Agreement and to
carry on its business as now being conducted. The execution,
delivery and performance of this Agreement have been duly
authorized by all necessary corporate action on the part of
Seller and this Agreement has been duly executed and delivered by
Seller.
(b) Validity, Binding Effect. This Agreement
constitutes the legally valid and binding obligation of Seller,
enforceable against Seller in accordance with its terms except as
such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium and other similar laws and equitable
principles relating to or limiting creditors' rights generally.
(c) Ownership of Purchased Stock. Seller owns the
Purchased Stock beneficially and of record, free and clear of any
Encumbrance and subject to that certain General Agreement dated
as of June 7, 1988 by and between the Company and Alcan
International Limited. Buyer is acquiring good and marketable
title to and complete ownership of the Purchased Stock from
Seller, free of any Encumbrance, except as created pursuant to
Section 6 of this Agreement or as otherwise created by Buyer. To
Seller's knowledge, the Purchased Stock is duly authorized,
validly issued and outstanding and is fully paid and
nonassessable.
(d) No Conflict. Neither the execution and delivery
of this Agreement nor the consummation of the transactions
contemplated hereby will conflict with or result in the breach of
any of the terms, conditions or provisions of the Certificate of
Amalgamation or By-Laws of Seller or any law, regulation, order,
writ, injunction or decree of any court or governmental
authority, or of any agreement or other material restriction to
which Seller is a party or by which it is bound.
4. BUYER'S REPRESENTATIONS AND WARRANTIES. In order
to induce Seller to enter into this Agreement, Buyer represents
and warrants as follows:
(a) Organization. Buyer is a corporation duly
organized, validly existing and in good standing under the laws
of the State of California. Buyer has all necessary corporate
power and authority to execute, deliver and perform this
Agreement and to carry on its business as now being conducted.
The execution, delivery and performance of this Agreement have
been duly authorized by all necessary corporate action on the
part of Buyer and this Agreement has been duly executed and
delivered by Buyer.
(b) Validity, Binding Effect. This Agreement
constitutes the legally valid and binding obligation of Buyer,
enforceable against Buyer in accordance with its terms except as
such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium and other similar laws and equitable
principles relating to or limiting creditors' rights generally.
(c) Investment Representation. Buyer hereby
acknowledges and agrees that: (i) the Purchased Stock has not
been registered under the Act or qualified with the securities
regulatory agency of any state of the United States; and (ii) it
is acquiring the Purchased Stock as an investment for its own
account and not with a view to, or for resale in connection with,
any distribution thereof to any other person or entity.
(d) No Conflict. Neither the execution and delivery
of this Agreement nor the consummation of the transactions
contemplated hereby will conflict with or result in the breach of
any of the terms, conditions or provisions of the Articles of
Incorporation and Bylaws of Buyer or any law, regulation, order,
writ, injunction or decree of any court or governmental
authority, or of any agreement or other material restriction to
which Buyer is a party or by which it is bound.
(e) Financing. Buyer has sufficient funds immediately
available to make the payment required by Section 2 of this
Agreement.
(f) Investment Risk. The purchase of the Purchased
Stock involves a high degree of economic risk, including the risk
of a complete loss of Buyer's investment. Buyer has such
knowledge and experience in financial and business matters that
Buyer is capable of evaluating the merits and risks of purchasing
the Purchased Stock and Buyer is able to bear the economic risk
of Buyer's investment in the Purchased Stock.
(g) Information about the Company. (i) Buyer and its
advisors, if any, have been furnished with, or otherwise have had
full access to, and have had full opportunity to review all
publicly available materials regarding the Business of the
Company; (ii) no representations, warranties or covenants
(including, without limitation, any representations, warranties
or covenants regarding the Business of the Company, or the future
value, if any, of the Purchased Stock) have been made by Seller
to Buyer except as set forth in this Agreement; (iii) Buyer is
relying on its own investigation and examination of the Business
of the Company in deciding to purchase the Purchased Stock; and
(iv) even though Seller owns the Purchased Stock, there may exist
material non-public information regarding the Business of the
Company of which Seller is not in possession, and Buyer is not
relying on Seller to investigate and disclose to Buyer any such
information which may exist.
(h) Restricted Securities. The shares of the
Purchased Stock are currently (and when purchased by Buyer will
continue to be) Restricted Securities (as such term is defined in
Rule 144 promulgated under the Act), are being offered and sold
to Buyer in a transaction not registered under the Act, and
Seller, in transferring and selling the Purchased Stock to Buyer,
is relying upon the truth and accuracy of the representations and
warranties of Buyer set forth in this Agreement.
5. COVENANT REGARDING PUBLICITY. Buyer and Seller
shall cooperate with each other in connection with all publicity
relating to the transactions contemplated by this Agreement and
each agrees not to issue any press release, publicity statement
or other public notice relating to this Agreement or the
transactions contemplated by this Agreement without the other's
prior written consent (which shall not be unreasonably withheld
or delayed), except to the extent that any such press release,
publicity statement or other public notice is required by
applicable law.
6. BUYER'S COVENANTS REGARDING RESALE OF THE
PURCHASED STOCK. Buyer hereby covenants and agrees that it shall
not offer for sale, sell or otherwise transfer the Purchased
Stock except pursuant to an effective registration statement
under the Act or pursuant to exemption from registration under
the Act.
7. MISCELLANEOUS.
(a) Governing Law. THIS AGREEMENT, AND THE LEGAL
RELATIONS BETWEEN THE PARTIES WITH RESPECT HERETO, SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF CALIFORNIA APPLICABLE TO CONTRACTS MADE AND PERFORMED IN
SUCH STATE WITHOUT REGARD TO CONFLICT OF LAW DOCTRINES.
(b) Headings. The descriptive headings of the
sections of this Agreement are for convenience only and do not
constitute a part of this Agreement.
(c) Entire Agreement. This Agreement contains the
entire agreement and understanding of the parties hereto, and
incorporates all prior and contemporaneous discussions,
agreements and understandings between the parties with respect to
the subject matter hereof.
(d) Counterparts. This Agreement and any amendment
hereto may be executed in one or more counterparts and by
different parties in separate counterparts. Such counterparts
shall constitute one and the same agreement and shall become
effective when the counterparts have been signed by each party
and delivered to the other party. The facsimile transmission of
an executed counterpart to this Agreement shall be effective as
an original.
(e) Attorney's Fees. In the event of any action by
any party arising under or out of, in connection with or in
respect of this Agreement, the prevailing party shall be entitled
to reasonable attorney's fees, costs and expenses incurred in
such action.
(f) Modification. Neither this Agreement nor any
provisions hereof shall be waived, modified, changed, discharged,
terminated, revoked or cancelled except by an instrument in
writing signed by the party against whom any change, discharge or
termination is sought.
(g) Notices. Any notice or other communication
hereunder shall be given in writing and either delivered in
person, transmitted by telex or telecopy, mailed (postage
prepaid), or delivered by private courier service, as follows:
If to Buyer, addressed to:
EV Global Motors Company
10880 Wilshire Boulevard, Suite 1400
Los Angeles, California 90024
Attention: President
Telecopy: (310) 441-2651
With a copy to:
O'Melveny & Myers LLP
400 South Hope Street
Los Angeles, California 90071-2899
Attention: D. Stephen Antion, Esq.
Telecopy: (213) 669-6407
If to Seller, addressed to:
Alcan Aluminium Limited
1188 Sherbrooke Street West
Montreal, Quebec H38 3G2
CANADA
Attention: Mr. Michael A. Bell
Telecopy: (514) 848-1444
With a copy to:
Jones, Day, Reavis & Pogue
North Point, 901 Lakeside Avenue
Cleveland, Ohio 44114
Attention: Michael Marting, Esq.
Telecopy: (216) 579-0212;
or to such other addresses as Seller or Buyer may from time to
time designate by notice as provided herein, provided that
notices of change of address shall be effective only upon the
receipt thereof.
(h) Survival. All representations, warranties and
agreements of Buyer and Seller made in this Agreement or in any
certificate or instrument delivered pursuant to this Agreement
shall survive indefinitely.
(i) Expenses. Subject to Section 7(e) above, each
party hereto shall bear all of the expenses (including, without
limitation, the fees of its respective legal counsel, investment
advisors and accountants) incurred by or on behalf of such party
in connection with the transactions contemplated hereby,
including any expenses in connection with the negotiation and
preparation of this Agreement.
[Remainder of Page Intentionally Left Blank]
<PAGE>
IN WITNESS WHEREOF, the undersigned have caused this
Stock Purchase Agreement to be duly executed and delivered as of
the date first written above.
ALCAN ALUMINIUM LIMITED
By: /s/ E.P. LeBlanc
------------------------------
Name: E.P. LeBlanc
Title: Executive Vice President
EV GLOBAL MOTORS COMPANY
By: /s/ Irene DiVito
------------------------------
Name: Irene DiVito
Title: Officer/Secretary
<PAGE>
EXHIBIT 7.4
LEE IACOCCA'S EV GLOBAL MOTORS BUYS EQUITY STAKE IN
UNIQUE MOBILITY, INC.; PARTNERS WILL DEVELOP LIGHT
ELECTRIC TRANSPORTATION SYSTEMS
DENVER, June 26 /PRNewswire/ -- Unique Mobility, Inc. (AMEX:UOM)
announced today that former Chrysler chairman Lee Iacocca's new
company, EV Global Motors (EVG), has formed a strategic
partnership with Unique to develop electric drive systems for
bikes, scooters and other light vehicles.
EVG purchased 1,151,925 shares of Unique stock in a private
transaction from Alcan Aluminum Limited (NYSE:AL) and purchased
warrants from other sources for an additional 350,000 shares.
Separately, Unique has agreed to acquire 400,000 shares of EVG in
exchange for an additional 200,000 newly-issued shares of Unique.
Upon completion of the latter transaction, EVG's beneficial
ownership will represent approximately 12.2% of Unique, making
EVG the company's largest shareholder.
Iacocca will join Unique's board of directors and Ray Geddes,
Unique's Chairman and CEO, will sit on EVG's board. For twenty
years, Iacocca and Geddes worked together at Ford Motor Company
on several sports car projects, including the Shelby Cobra, the
Shelby Mustangs, the Ford GT LeMans car and the Ford Pantera.
Iacocca formed EV Global in March to develop and market light
electric transportation systems (LETS) such as bicycles and
scooters for markets in North America, Europe and Asia. EVG has
contracted with Unique for an electric drive system for bicycles
and has signed a memorandum of understanding with Unique and
Unique's Taiwan joint venture partners to market electric
scooters throughout the Western Hemisphere.
Unique Mobility, based in Golden, Colorado, is a world leader in
compact, high-performance electric motors and controllers for
electric and hybrid electric vehicle propulsion systems
("Hybrid" electric vehicles run on a combination of electricity
and conventional fuel such as gasoline or diesel). Its customers
include many of the world's major automotive OEMs as well as the
U.S. Departments of Defense, Energy and Transportation.
Of the new partnership, Iacocca said: "We're excited about
teaming up with Unique Mobility. They've got some of the best
technology in the world and are a key element in our global
strategy. As a product development and manufacturing partner,
Unique will become an important supplier of electric drive
systems for our new products."
Added Unique's Geddes, "Lee Iacocca's expertise in marketing and
management will jump-start our growth as a power system supplier
and will provide a welcome boost for the entire electric vehicle
industry. Like Lee, I believe the worldwide potential for light
electric transportation is enormous."
This release contains forward-looking statements that involve
risks and uncertainties. The Company's actual results could
differ materially from those discussed in this release. Factors
that could cause or contribute to such differences include, but
are not limited to, those discussed in the Company's Registration
Statement on Form S-3 (file no. 23843). These forward-looking
statements represent the Company's judgment as of the date of
this release. The Company disclaims, however, any intent or
obligation to update these forward-looking statements.
