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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __________)*
North Coast Energy, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
658649 10 8
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(CUSIP Number)
Walter M. Epstein, Esq., Rubin Baum Levin Constant & Friedman
30 Rockefeller Plaza, 29th Floor
New York, New York 10112
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
August 28, 1996
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(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.)
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
CUSIP NO. 658649 10 8
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
LOMAK PETROLEUM, INC.
EIN - 34-131257
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
BK, WC and OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER 5,564,606 (1)
SHARES ------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY ---------------------------
EACH 9 SOLE DISPOSITIVE POWER 5,564,606 (1)
REPORTING -------------------------
PERSON 10 SHARED DISPOSITIVE POWER 0
WITH --------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,564,606 (1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
58.2%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION.
(1) INCLUDES 4,051,599 SHARES OF NORTH COAST ENERGY, INC. ("NORTH COAST")
COMMON STOCK, WARRANTS CURRENTLY EXERCISABLE TO ACQUIRE 500,000 SHARES
OF NORTH COAST COMMON STOCK, 1,000,000 SHARES OF NORTH COAST COMMON
STOCK ISSUABLE UPON CONVERSION OF AN 8% CONVERTIBLE SUBORDINATED NOTE
AND 13,007 SHARES OF NORTH COAST COMMON STOCK ISSUABLE UPON CONVERSION
OF NORTH COAST SERIES A PREFERRED STOCK.
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ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to the Common Stock, par value
$.01 per share (the "Common Stock"), of North Coast Energy, Inc., a Delaware
corporation ("North Coast"). The principal executive offices of North Coast are
located at 5311 Northfield Road, Suite 320, Cleveland, Ohio 44146-1135.
ITEM 2. IDENTITY AND BACKGROUND
The information set forth below is given with respect to Lomak
Petroleum, Inc., a Delaware corporation ("Lomak"), the reporting person of this
statement, and each director and executive officer of Lomak. Column (a)
indicates the name of each person; column (b) indicates the business address of
each person; column (c) indicates each person's present principal occupation or
employment and the name, principal business and address of any corporation or
other organization in which such employment is conducted or its principal
business, as applicable; column (d) indicates whether or not, during the last
five years, such person, or any executive officer, director or controlling
person of such person, has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) and, if so, the dates, nature of
conviction, name and location of court, and penalty imposed, or other
disposition of the case; column (e) indicates whether or not, during the last
five years, such person, or any executive officer, director or controlling
person of such person, was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws, and,
if so, identifies and describes such proceedings and summarizes the terms of
such judgment, decree or final order; and column (f) indicates the citizenship
of such person, if applicable.
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<TABLE>
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(a) (b) (c) (d) (e) (f)
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<S> <C> <C> <C> <C> <C>
Lomak Petroleum, Inc. 500 Throckmorton Street Lomak is engaged in the oil and gas No No Delaware
Suite 2104 business. Corporation
Fort Worth, TX 76102
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Thomas J. Edelman 500 Throckmorton Street Thomas J. Edelman holds the office of No No United States
Suite 2104 Chairman and is Chairman of the Board
Fort Worth, TX 76102 of Directors. Mr. Edelman joined the
Company in 1988 and served as its Chief
Executive Officer until 1992. Since
1981, Mr. Edelman has been a director
and President of Snyder Oil Corporation
("SOCO"). In 1996, Mr. Edelman was
appointed Chairman and Chief Executive
Officer of Patina Oil and Gas
Corporation, an affiliate of SOCO.
Prior to 1981, Mr. Edelman was a Vice
President of The First Boston
Corporation. From 1975 through 1980,
Mr. Edelman was with Lehman Brothers
Kuhn Loeb Incorporated. Mr. Edelman
received his Bachelor of Arts Degree
from Princeton University and his
Masters Degree in Finance from Harvard
University's Graduate School of
Business Administration. Mr. Edelman is
also a director of Petroleum Heat &
Power Co., Inc., a Connecticut based
fuel oil distributor, Star Gas
Corporation, a private company which
distributes propane gas, and Command
Petroleum Limited, an international
exploration and production company
affiliated with SOCO.
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John H. Pinkerton 500 Throckmorton Street John H. Pinkerton, President, Chief No No United States
Suite 2104 Executive Officer and a Director,
Fort Worth, TX 76102 joined the Company in 1988. He was
appointed President in 1990 and Chief
Executive Officer in 1992. Previously,
Mr. Pinkerton was Senior Vice
President-Acquisitions of SOCO. Prior
to joining SOCO in 1980, Mr. Pinkerton
was with Arthur Andersen & Co. Mr.
Pinkerton received his Bachelor of Arts
Degree in Business Administration from
Texas Christian University and his
Master of Arts Degree in Business
Administration from the University of
Texas.
</TABLE>
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<TABLE>
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(a) (b) (c) (d) (e) (f)
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Robert E. Aikman 500 Throckmorton Street Robert E. Aikman, a Director, No No United States
Suite 2104 joined the Company in 1990. Mr. Aikman
Fort Worth, Tx 76102 has more than 40 years experience in
petroleum and natural gas exploration
and production throughout the United
States and Canada. From 1984 to 1994 he
was Chairman of the Board of Energy
Resources Corporation. From 1979
through 1984, he was the President and
principal shareholder of Aikman
Petroleum, Inc. From 1971 to 1977, he
was President of Dorchester Exploration
Inc., and from 1971 to 1980, he was a
Director and a Member of the Executive
Committee of Dorchester Gas
Corporation. Mr. Aikman is also
Chairman of the Provident Trade
Company, President of EROG, Inc., and
President of The Hawthorne Company, an
entity which organizes joint ventures
and provides advisory services for the
acquisition of oil and gas properties,
including the financial restructuring,
reorganization and sale of companies.
He was President of Enertec Corporation
which was reorganized under Chapter 11
of the Bankruptcy Code in December
1994. In addition, Mr. Aikman is a
director of the Panhandle Producers and
Royalty Owners Association and a member
of the Independent Petroleum
Association of America, The Texas
Independent Producers and Royalty
Owners Association and American
Association of Petroleum Landmen. Mr.
Aikman graduated from the University of
Oklahoma in 1952.
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Allen Finkelson 500 Throckmorton Street Allen Finkelson was appointed a No No United States
Suite 2104 Director in January 1994. Mr. Finkelson
Fort Worth, TX 76102 has been a partner at Cravath, Swaine &
Moore since 1977, with the exception of
the period from September 1983 through
August 1985, when he was a managing
director of Lehman Brothers Kuhn Loeb
Incorporated. Mr. Finkelson was first
employed by Cravath, Swaine & Moore as
an associate in 1971. Mr. Finkelson
received his Bachelor of Arts Degree
from St. Lawrence University and his
Doctor of Laws Degree from Columbia
University School of Law.
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Anthony V. Dub 500 Throckmorton Street Anthony V. Dub was elected to No No United States
Suite 2104 serve as a director of the Company in
Fort Worth, TX 76102 1995. Mr. Dub is Managing
Director--Senior Advisor of CS First
Boston, an international investment
banking firm with headquarters in New
York City. Mr. Dub joined CS First
Boston in 1971 and was named a Managing
Director in 1981. Mr. Dub received his
Bachelor of Arts Degree from Princeton
University in 1971.
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Ben A. Guill 500 Throckmorton Street Ben A. Guill was elected to serve No No United States
Suite 2104 as a director of the Company in 1995.
Fort Worth, TX 76102 Mr. Guill is Partner and Managing
Director of Simmons & Company
International, an investment banking
firm located in Houston, Texas focused
exclusively on the oil service and
equipment industry. Mr. Guill has been
with Simmons & Company since 1980.
Prior to joining Simmons & Company, Mr.
Guill was with Blyth Eastman Dillon &
Company from 1978 to 1980. Mr. Guill
received his Bachelor of Arts Degree
from Princeton University and his
Masters Degree in Finance from the
Wharton Graduate School of Business at
the University of Pennsylvania.
</TABLE>
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<TABLE>
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(a) (b) (c) (d) (e) (f)
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C. Rand Michaels 500 Throckmorton Street C. Rand Michaels, who holds the No No United States
Suite 2104 office of Vice Chairman and is a
Fort Worth, TX Director, served as President and Chief
Executive Officer of the Company from
1976 through 1988 and Chairman of the
Board from 1984 through 1988, when he
became Vice Chairman. Mr. Michaels
received his Bachelor of Science Degree
from Auburn University and his Master
of Business Administration Degree from
the University of Denver. Mr. Michaels
is also a director of American Business
Computers Corporation of Akron, Ohio, a
public company serving the beverage
dispensing and fast food industries.
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Jeffrey A. Bynum 500 Throckmorton Street Jeffrey A. Bynum, Vice President-Land and No No United States
Suite 2104 Secretary, joined Lomak in 1985.
Fort Worth, TX 76102 Previously, Mr. Bynum was employed by
Crystal Oil Company and Kinnebrew
Energy Group of Shreveport, Louisiana.
Mr. Bynum holds a Professional
Certification with American Association
of Petroleum Landmen and attended
Louisiana State University in Baton
Rouge, Louisiana and Centenary College
in Shreveport, Louisiana.
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Steven L. Grose 500 Throckmorton Street Steven L. Grose, Vice President-- No No United States
Suite 2104 Appalachia Region, joined the Company
Fort Worth, TX 76102 in 1980. Previously, Mr. Grose was
employed by Halliburton Services, Inc.
as a Field Engineer from 1971 until
1974. In 1974, he was promoted to
District Engineer and in 1978, was
named Assistant District Superintendent
based in Pennsylvania. Mr. Grose is a
member of the Society of Petroleum
Engineers and a trustee of The Ohio Oil
and Gas Association. Mr. Grose received
his Bachelor of Science Degree in
Petroleum Engineering from Marietta
College.
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Chad L. Stephens 500 Throckmorton Street Chad L. Stephens, Vice President-- No No United States
Suite 2104 Midcontinent Region, joined the Company
Fort Worth, TX 76102 in 1990. Previously, Mr. Stephens was a
landman with Duer Wagner & Co., an
independent oil and gas producer, since
1988. Prior thereto, Mr. Stephens was
an independent oil operator in Midland,
Texas for four years. From 1979 to
1984, Mr. Stephens was a landman for
Cities Service Company and HNG Oil
Company. Mr. Stephens received his
Bachelor of Arts Degree in Finance and
Land Management from the University of
Texas.
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Thomas W. Stoelk 500 Throckmorton Street Thomas W. Stoelk, Vice President-- No No United States
Suite 2104 Finance and Chief Financial Officer,
Fort Worth, TX 76102 joined the Company in February 1994.
Mr. Stoelk is a Certified Public
Accountant and was a Senior Manager
with Ernst & Young LLP. Prior to
rejoining Ernst & Young LLP in 1986 he
was with Partners Petroleum, Inc. Mr.
Stoelk received his Bachelor of
Science Degree in Industrial Administration
from Iowa State University.
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Danny M. Sowell 500 Throckmorton Street Danny M. Sowell, Vice President--Gas No No United States
Suite 2104 Management, joined the Company in 1996.
Fort Worth, TX 76102 Previously, Mr. Sowell was Chief
Executive Officer and President of Jay
Gas marketing, which Lomak acquired May
1, 1996. Prior to starting Jay Gas, Mr.
Sowell was Director of Marketing for
Oklahoma Gas & Electric Company's gas
subsidiary. Mr. Sowell received his
Master and Bachelor of Science Degrees
in Mathematics from Lamar University.
</TABLE>
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<TABLE>
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(a) (b) (c) (d) (e) (f)
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John R. Frank 500 Throckmorton Street John R. Frank, Controller and No No United States
Suite 2104 Chief Accounting Officer, joined
Fort Worth, TX 76102 the Company in 1990. From 1989 until he
joined Lomak in 1990, Mr. Frank was
Vice President-- Finance of Appalachian
Exploration, Inc. Prior thereto, he
held the positions of Internal Auditor
and Treasurer with Appalachian
Exploration, Inc. beginning in 1977.
Mr. Frank received his Bachelor of Arts
Degree in Accounting and Management
from Walsh College and attended
graduate studies at the University of
Akron.
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Geoffrey T. Doke 500 Throckmorton Street Geoffrey T. Doke, Treasurer, joined the No No United States
Suite 2104 Company in 1991. He was appointed
Fort Worth, TX 76102 Treasurer in 1996. Previously, Mr. Doke
was employed by Edisto Resources
Corporation of Dallas, Texas. Mr. Doke
received his Bachelor of Business
Administration Degree in Finance and
International Business from Baylor
University and his Master of Business
Administration Degree from Case Western
Reserve University.
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</TABLE>
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Thomas J. Edelman, John H. Pinkerton, Robert E. Aikman, Allen
Finkelson, Anthony V. Dub, Ben A. Guill, C. Rand Michaels, Jeffrey
A. Bynum, Steven L. Grose, Chad L. Stephens, Thomas W. Stoelk,
Danny M. Sowell, John R. Frank and Geoffrey T. Doke are
collectively referred to herein as the "Lomak Executives."
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The funds necessary for these purchases were obtained from cash and
oil and gas properties on hand, operating cash flow and from Lomak's unsecured
$250,000,000 revolving credit facility with several banks, with BankOne acting
as agent for such banks. Such credit facility has an interest rate of Prime or
LIBOR (as such terms are defined therein) plus .75% to 1.25% depending on the
percent of the borrowing base drawn. Currently, the average interest rate is
approximately 6.8%. The credit facility has covenants substantially similar to
covenants in other credit facilities of this size made to companies in the oil
and gas business.
ITEM 4. PURPOSE OF TRANSACTION
Lomak has acquired the shares of North Coast as an investment. Lomak
will consider acquiring additional shares from time to time. Lomak intends to
assist North Coast in enhancing the value of North Coast. Lomak intends to
vote the North Coast Common Stock which it acquired in the transactions
described in Item 5 below at the North Coast annual meeting for the election of
two directors who are also officers of Lomak. Assuming these individuals are
elected, they will constitute two of the six North Coast directors. Of the
remaining four directors, the term of two of them will expire in 1997 and the
term of the other two will expire in 1998.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
According to North Coast's most recent 10-Q, as of August 5, 1996,
8,040,699 shares of North Coast Common Stock were issued and outstanding. Prior
to August 28, 1996, each of Lomak and the Lomak Executives "beneficially owned,"
within the meaning of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), zero shares of North Coast Common Stock.
As of September 6, 1996, the Lomak Executives "beneficially own,"
within the meaning of the Exchange Act, zero shares of North Coast Common Stock
and Lomak "beneficially owns," within the meaning of the Exchange Act, 5,564,606
shares of North Coast Common Stock, representing an approximately 58.2%
beneficial ownership interest in North Coast.
8
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During the sixty (60) days prior to August 28, 1996, neither the Lomak
Executives nor Lomak effected any transaction in shares of North Coast Common
Stock. On and subsequent to August 28, 1996, Lomak effected the transactions set
forth below.
Pursuant to an Agreement dated August 28, 1996 (the "NAGIT Agreement")
among Lomak, NAGIT (USA) Inc. ("NAGIT") and North American Gas Investment Trust
PLC, a copy of which is attached hereto as EXHIBIT 1, Lomak, for $25,000,
acquired an option (the "NAGIT Option") to purchase 1,899,000 shares of North
Coast Common Stock; a warrant to purchase 200,000 shares of North Coast Common
Stock at an exercise price of $1.20 per share through June 12, 2000; a warrant
to purchase 300,000 shares of North Coast Common Stock at an exercise price of
$1.00 per share through June 12, 1998; an 8% Convertible Subordinated Note in
the principal amount of $1,000,000 pursuant to a Loan Agreement dated as of June
13, 1995, between NAGIT and North Coast plus accrued interest thereon; and all
rights of NAGIT under a Loan and Participation Agreement dated as of January 13,
1995 between NAGIT and North Coast, including, without limitation, a principal
balance outstanding as of August 28, 1996 of $304,791, but specifically
excluding the Overriding Royalty (collectively, "NAGIT's Interests").
On September 3, 1996, Lomak exercised the NAGIT Option. On September 4,
1996, Lomak paid NAGIT $1,250,000 (including the $25,000 paid for the NAGIT
Option) and acquired NAGIT's Interests.
Pursuant to an agreement dated September 3, 1996 (the "Brocker
Agreement") between Lomak and Bruce E. Brocker ("Brocker"), a copy of which is
attached hereto as EXHIBIT 2, Lomak, for $735,000 in cash plus certain Lomak oil
and gas property interests, acquired 2,152,599 shares of North Coast Common
Stock and 5,655 shares of North Coast Series A Preferred Stock.
No entity other than Lomak is known to have the right to receive or the
power to direct the receipt of dividends from or the proceeds from the sale of
the shares of North Coast Common Stock covered by this Schedule 13D.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
9
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Other than the NAGIT Agreement and the Brocker Agreement, each of which
is described in Item 5 above, there are no contracts, arrangements,
understandings or relationships with respect to securities of North Coast
between Lomak or the Lomak Executives and any other person or entity.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following Exhibits are filed as part of this statement on Schedule
13D:
1. Form of Agreement dated August 28, 1996 among Lomak
Petroleum, Inc., NAGIT (USA) Inc. and North American Gas
Investment Trust, PLC.
2. Form of Agreement dated September 3, 1996 between Lomak
Petroleum, Inc. and Bruce E. Brocker.
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SIGNATURE
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After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned does hereby certify that the information set
forth in this statement is true, complete and correct.
Dated: September 9, 1996
LOMAK PETROLEUM, INC.
By: /s/ Thomas W. Stoelk
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Thomas W. Stoelk
Vice President-Finance and
Chief Financial Officer
11
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Exhibit 1
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LOMAK PETROLEUM, INC.
500 THROCKMORTON STREET
SUITE 2104
FORT WORTH, TEXAS 76102
August 28, 1996
Richard A. Teichman, Jr.
Director
NAGIT (USA) INC.
North American Gas Investment Trust, PLC
c/o Schreck Law Associates
950 West Valley Road - Suite 2404
Wayne, PA 19087-18244
Fax No.: (610) 341-1307
Re: North Coast Energy, Inc.
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Ladies and Gentlemen:
This letter agreement sets forth the interest of Lomak Petroleum, Inc.,
a Delaware corporation, or any affiliate thereof ("Lomak"), to obtain an
exclusive irrevocable option from North American Gas Investment Trust, PLC, a
public company organized under the laws of England and Wales, and NAGIT (USA)
INC., a Delaware corporation (collectively "NAGIT"), to (i) acquire all of the
issued and outstanding securities of North Coast Energy, Inc., a Delaware
corporation ("North Coast"), held by NAGIT and its affiliates, including,
without limitation, all of the shares of North Coast Common Stock held by NAGIT
and its affiliates (the "Shares") and all of NAGIT's and its affiliates'
outstanding options, warrants, calls, unsatisfied preemptive rights and other
rights or agreements of any kind to purchase or otherwise receive from North
Coast, or any of its stockholders, any of the outstanding, authorized but
unissued, unauthorized or treasury shares of the capital stock of North Coast or
any other security of North Coast convertible into or exchangeable for any such
capital stock (such shares, securities, options, warrants and other rights and
agreements are collectively referred to herein as "NAGIT's Equity Interests"),
and (ii) assume, other than the
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Private Contract Overriding Royalty of 3.125% ("Overriding Royalty") on certain
oil and gas on certain property which shall remain the property of NAGIT, all of
NAGIT's rights, benefits, obligations, duties and liabilities under the January
13, 1995 Loan and Participation Agreement between NAGIT and North Coast and the
June 13, 1995 Loan Agreement between NAGIT and North Coast and any promissory
note or security agreement contemplated thereby or executed in connection
therewith (such loan agreements, security agreements and notes are collectively
referred to herein as the "Loan Documents") (such rights, benefits, obligations,
duties and liabilities are collectively referred to herein as "NAGIT's Loan
Interests"), subject to the terms and conditions set forth in this letter
agreement. NAGIT's Equity Interests and NAGIT's Loan Interests are more
particularly described on Exhibit A attached hereto.
1. NAGIT hereby agrees to grant Lomak, or any affiliate thereof, an
exclusive irrevocable option (the "Option") from the date hereof until 12:00 PM
(Noon) EST, Tuesday, September 3, 1996 (the "Option Exercise Period") to acquire
all of NAGIT's Equity Interests and NAGIT's Loan Interests for an aggregate
purchase price of $1,250,000 (the "Purchase Price"). The Purchase Price shall be
reduced dollar for dollar by the amount of all principal payments made with
respect to NAGIT's Loan Interests after the date hereof. In consideration for
NAGIT's agreement to grant the Option to Lomak, Lomak hereby agrees to provide
NAGIT with a payment of $25,000 promptly following NAGIT'S execution and
delivery of this letter agreement, such payment to be credited against the
Purchase Price upon the completion of the sale of NAGIT's Equity Interests and
NAGIT's Loan Interests to Lomak or to be retained by NAGIT in the event Lomak
fails to exercise its Option to purchase NAGIT's Equity Interests and NAGIT's
Loan Interests during the Option Exercise Period.
2. If Lomak provides written notice to NAGIT during the Option Exercise
Period of its intention to exercise the Option (the "Option Exercise Notice"),
Lomak and NAGIT shall consummate the sale of NAGIT's Equity Interests and
NAGIT's Loan Interests to Lomak or any affiliate thereof pursuant to the terms
of this Letter Agreement. The closing of such sale (the "Closing") shall occur
on a date (the "Closing Date") which is within five (5) days of the date Lomak
delivers the Option Exercise Notice to NAGIT and, in any event, no later than
September 3, 1996.
2
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3. If Lomak provides an Option Exercise Notice to NAGIT, NAGIT shall,
at the Closing, contribute, assign, convey, grant and deliver to Lomak, and
Lomak shall acquire from NAGIT, in each case free and clear of all liens,
claims, security interests and encumbrances, all of NAGIT's and its affiliates'
right, title and interest in and to NAGIT's Equity Interests and NAGIT's Loan
Interests. In addition, at the Closing, NAGIT will deliver to Lomak (i) such
endorsements, assignments, evidence of UCC termination statements and other good
and sufficient instruments of conveyance, transfer and consent, all in form and
substance satisfactory to Lomak, as shall be effective to vest in Lomak title to
NAGIT's Equity Interests and NAGIT's Loan Interests, free and clear of all
liens, claims, security interests and encumbrances; (ii) the stock certificates
representing the Shares held by NAGIT and its affiliates, with duly executed
stock powers attached thereto, together with such documentation as shall be
necessary to instruct North Coast to cancel such stock certificates and to issue
new stock certificates for the Shares to be issued by it to Lomak; (iii) a
certificate, dated the Closing Date, of the President and Secretary of NAGIT to
the effect that (1) each of the representations and warranties of NAGIT set
forth in paragraph 4 below were true and correct in all respects on the date of
execution of this letter agreement by NAGIT and continue to be true and correct
in all respects on the Closing Date, and (2) all agreements, covenants and
conditions required pursuant to this letter agreement to be performed or
complied with by NAGIT and its affiliates prior to or at the Closing have been
performed or complied with by such parties in all respects; and (iv) an executed
irrevocable proxy, substantially in the form of Exhibit B hereto, entitling
Lomak to vote, in its own discretion, at the scheduled September 4, 1996 annual
meeting of the stockholders of North Coast, or any adjournment or postponement
thereof, all of the Shares being conveyed to Lomak pursuant to the terms hereof.
Any of the requirements set forth in clauses (i) through (iv) above may be
waived on or prior to the Closing Date in the sole discretion of Lomak. Upon
NAGIT's satisfactory completion of the requirements set forth in clauses (i)
through (iv) above, as determined by Lomak in its sole discretion, unless any
such requirement is waived by Lomak, Lomak will pay the Purchase Price to NAGIT
by wire transfer in immediately available funds to such bank account as shall be
designated in writing by NAGIT.
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4. NAGIT certifies that (i) NAGIT's Equity Interests and NAGIT's Loan
Interests constitute NAGIT's and its affiliates' entire ownership interest in
North Coast, except for the Overriding Royalty; (ii) upon the consummation of
the transactions contemplated hereby, NAGIT and its affiliates will not have any
outstanding rights, subscriptions, warrants, calls, unsatisfied preemptive
rights, options or other agreements of any kind to purchase or otherwise receive
from North Coast, or any stockholder thereof, any of the outstanding, authorized
but unissued, unauthorized or treasury shares of the capital stock of North
Coast or any other security of North Coast or own any interest, direct or
indirect, in any authorized or outstanding security of any kind convertible into
or exchangeable for any capital stock of North Coast; (iii) NAGIT has good and
marketable title in and to all of NAGIT's Equity Interests and NAGIT's Loan
Interests, all of which are being conveyed to Lomak free and clear of all liens,
claims, encumbrances, security interests or other defects in title; (iv) the
making and performance of this letter agreement and the consummation of the
transactions contemplated hereby by NAGIT and its affiliates, have been duly
authorized by all necessary corporate action on the part of NAGIT and its
affiliates and do not and will not violate any provision of law, rules or
regulations applicable to NAGIT or conflict with or result in a breach of, or
constitute a default under, any agreement or instrument by which NAGIT or its
affiliates may be bound or affected; and (v) except for the Loan Documents and
that certain Stockholders Agreement, dated as of September 29, 1994 (the
"Stockholders Agreement"), among NAGIT (USA) Inc., Charles M. Lombardy and Garry
Regan, there are no other agreements, understandings or commitments to which
NAGIT or its affiliates are a party which relate to or affect NAGIT's ownership
of NAGIT's Equity Interests or NAGIT's Loan Interests.
5. NAGIT shall not take any action to remove George R. Begley as a
director of North Coast during the Option Exercise Period and thereafter, if the
option is exercised by Lomak.
6. Each of Lomak and NAGIT shall bear all of its own costs, fees and
expenses in connection with the transactions contemplated by this letter
agreement. Neither Lomak nor NAGIT has incurred any liability, contingent or
otherwise, for broker or finder's fees relating to the transaction contemplated
by this agreement.
4
<PAGE> 5
7. Each of Lomak and NAGIT shall keep strictly confidential the
existence and terms and conditions of this letter agreement and the fact of
discussions and negotiations between the parties hereto with respect to the
subject matter hereof, except that each such party may make such disclosures to
its officers, directors, employees, professional advisors, lenders and
governmental entities as shall be necessary to carry out the intent of this
letter agreement, or as required by applicable laws, rules and regulations.
Neither of the parties hereto shall make any press release or other public
announcement with respect to the transactions contemplated by this letter
agreement without the prior written consent of the other party hereto and the
prior approval by the other party hereto of the content and language of such
release or announcement. Notwithstanding the foregoing, NAGIT shall have the
right to send the notice attached hereto as Exhibit C pursuant to the
Stockholders Agreement.
8. During the Option Exercise Period, NAGIT and its principals,
directors, officers and representatives will not solicit offers from any other
party in connection with the acquisition of NAGIT's Equity Interests or NAGIT's
Loan Interests, either directly or indirectly. If any unsolicited offer is
received by NAGIT or any of its principals, directors, officers or
representatives, NAGIT will promptly so inform Lomak in writing. If the Option
is not exercised by Lomak during the Option Exercise Period, NAGIT and its
principals, directors, officers and representatives will have no further
non-solicitation obligations pursuant to the terms hereof.
9. Lomak agrees to indemnify and hold harmless NAGIT and each of its
directors, officers and representatives (each an "Indemnified Party") and hereby
holds each Indemnified Party harmless from any liability and/or expense, arising
out of a claim by a third party based upon this Agreement and the transactions
contemplated hereby. Promptly after receipt by an Indemnified Party of notice of
the commencement of any action, suit or proceeding involving such Indemnified
Party (any such action, suit or proceeding is hereafter referred to as an
"Indemnification Event"), such Indemnified Party shall notify Lomak in writing
of the commencement thereof. Lomak shall have the obligation to defend the
Indemnified Party with Lomak's counsel or, if deemed necessary by Lomak's
counsel, with independent counsel approved by Lomak's counsel. As long as Lomak
is conducting the defense of any Indemnification Event, the
5
<PAGE> 6
Indemnified Party (i) agrees to fully cooperate with Lomak in defending such
Indemnification Event, (ii) will not consent to the entry of any judgment or
enter into any settlement with respect to such Indemnification Event without the
prior written consent of Lomak, and (iii) agrees to consent to the entry of any
judgment or settlement with respect to such Indemnification Event which Lomak
deems appropriate.
10. Lomak shall have the right of first refusal to acquire the
Overriding Royalty should NAGIT seek to sell the Overriding Royalty to a
non-affiliated third party. NAGIT shall give LOMAK notice of any proposed sale.
Lomak shall have the right to buy The Overriding Royalty for a period of thirty
days thereafter on the same terms set forth in the notice. Should Lomak not
exercise its right of first refusal and should the proposed sale not then be
completed within 30 days thereafter on such terms, Lomak's right of first
refusal shall again become effective.
11. This letter agreement constitutes a binding and enforceable
obligation on the part of each of Lomak and NAGIT and shall inure to the benefit
of Lomak and NAGIT and their respective successors and assigns, except that
NAGIT may not transfer or assign any of its rights or obligations hereunder
without the prior written consent of Lomak.
12. This letter agreement and the rights and obligations of the parties
hereunder shall be governed by, and construed and interpreted in accordance
with, the laws of the State of Delaware.
Unless earlier extended or terminated by Lomak in writing or accepted
by NAGIT, the proposal set forth herein shall expire at 11:00 p.m. (EST), on
August 28, 1996.
6
<PAGE> 7
If the foregoing is acceptable to you, please execute two (2) copies of
this letter in the space provided for NAGIT's signature below, and return one
(1) fully executed copy to Lomak as soon as possible.
Very truly yours,
LOMAK PETROLEUM, INC.
By:
----------------------------
Name: C. Rand Michaels
Title: Vice Chairman
Accepted and agreed to in all respects as of August 28, 1996.
NAGIT (USA) INC. NORTH AMERICAN GAS INVESTMENT
TRUST, PLC
By: By:
----------------------------- ------------------------------
Richard A. Teichman, Jr. Richard A. Teichman, Jr.
Director, Vice President Authorized Agent
7
<PAGE> 8
EXHIBIT A
SCHEDULE OF ASSETS TO BE TRANSFERRED
1. 1,899,000 shares of North Coast Common Stock.
2. (a) Warrant to purchase 200,000 shares of North Coast
Common Stock at an exercise price of $1.20 per share
through June 12, 2000.
(b) Warrant to purchase 300,000 shares of North Coast Common Stock
at an exercise price of $1.00 per share through June 12, 1998.
3. 8% Convertible Subordinated Note in the principal amount of $1,000,000
pursuant to Loan Agreement dated as of June 13, 1995, between NAGIT and
North Coast plus accrued interest thereon.
4. All rights of NAGIT under a Loan and Participation Agreement dated as
of January 13, 1995 between NAGIT and North Coast, including, without
limitation, a principal balance outstanding as of August 28, 1996 of
$304,791, but specifically excluding the Overriding Royalty.
<PAGE> 9
EXHIBIT B
IRREVOCABLE PROXY
The undersigned party, NAGIT (USA) INC., a Delaware corporation
("NAGIT"), hereby appoints Lomak Petroleum, Inc., a Delaware corporation, C.
Rand Michaels, Walter M. Epstein, Steve Grose, Ken Nachbar, or Jeffrey R.
Wolters or any of them acting singly, proxy (with full power of substitution to
each and to each substitute appointed pursuant to such power) of NAGIT, in order
to vote, in its or his sole discretion, all of the shares of capital stock of
North Coast Energy, Inc., a Delaware corporation (the "Corporation"), held of
record by NAGIT at the close of business on July 8, 1996 for which NAGIT may be
entitled to vote at the Annual Meeting of the Stockholders of the Corporation
commencing at 1:00 p.m. (EDT) on Wednesday, September 4, 1996 (the "Annual
Meeting"), and at any adjournments or postponements thereof, with all rights and
powers NAGIT would possess if present at such Annual Meeting upon all of the
matters which may properly come before the stockholders of the Corporation at
such Annual Meeting, including, without limitation, all matters set forth in the
Notice of Meeting provided by the Corporation to NAGIT and the other
stockholders of the Corporation with respect to such Annual Meeting. NAGIT
hereby revokes all proxies, if any, hitherto given or executed by it to other
parties, including, without limitation, the Corporation or any director,
officer, employee or representative thereof, in connection with the Annual
Meeting or any adjournment or postponement thereof.
Dated: NAGIT (USA) INC.
By:
---------------------------
Richard A. Teichman, Jr.
Vice President and Director
<PAGE> 10
EXHIBIT B
IRREVOCABLE PROXY
The undersigned party, NAGIT (USA)("NAGIT"), hereby appoints Lomak
Petroleum, Inc., a Delaware corporation, C. Rand Michaels, Walter M. Epstein,
Steve Grose, Ken Nachbar, or Jeffrey R. Wolters or any of them acting singly,
proxy (with full power of substitution to each and to each substitute appointed
pursuant to such power) of NAGIT, in order to vote, in its or his sole
discretion, all of the shares of capital stock of North Coast Energy, Inc., a
Delaware corporation (the "Corporation"), held of record by NAGIT at the close
of business on July 8, 1996 for which NAGIT may be entitled to vote at the
Annual Meeting of the Stockholders of the Corporation commencing at 1:00 p.m.
(EDT) on Wednesday, September 4, 1996 (the "Annual Meeting"), and at any
adjournments or postponements thereof, with all rights and powers NAGIT would
possess if present at such Annual Meeting upon all of the matters which may
properly come before the stockholders of the Corporation at such Annual Meeting,
including, without limitation, all matters set forth in the Notice of Meeting
provided by the Corporation to NAGIT and the other stockholders of the
Corporation with respect to such Annual Meeting. NAGIT hereby revokes all
proxies, if any, hitherto given or executed by it to other parties, including,
without limitation, the Corporation or any director, officer, employee or
representative thereof, in connection with the Annual Meeting or any adjournment
or postponement thereof.
Dated: NAGIT (USA)
By:
-----------------------------
Richard A. Teichman, Jr.
Vice President and Director
<PAGE> 11
EXHIBIT B
IRREVOCABLE PROXY
The undersigned party, North American Gas Investment Trust, PLC,
("NAGIT"), a Delaware corporation ("NAGIT"), hereby appoints Lomak Petroleum,
Inc., a Delaware corporation, John H. Pinkerton and C. Rand Michaels, or any of
them acting singly, proxy (with full power of substitution to each and to each
substitute appointed pursuant to such power) of NAGIT, in order to vote, in its
or his sole discretion, all of the shares of capital stock of North Coast
Energy, Inc., a Delaware corporation (the "Corporation"), held of record by
NAGIT at the close of business on July 8, 1996 for which NAGIT may be entitled
to vote at the Annual Meeting of the Stockholders of the Corporation commencing
at 1:00 p.m. (EDT) on Wednesday, September 4, 1996 (the "Annual Meeting"), and
at any adjournments or postponements thereof, with all rights and powers NAGIT
would possess if present at such Annual Meeting upon all of the matters which
may properly come before the stockholders of the Corporation at such Annual
Meeting, including, without limitation, all matters set forth in the Notice of
Meeting provided by the Corporation to NAGIT and the other stockholders of the
Corporation with respect to such Annual Meeting. NAGIT hereby revokes all
proxies, if any, hitherto given or executed by it to other parties, including
without limitation, the Corporation or any director, officer, employee or
representative thereof, in connection with the Annual Meeting or any
adjournment or postponement thereof.
Dated: NORTH AMERICAN GAS INVESTMENT
TRUST, PLC
By:
--------------------------
Name:
Title:
<PAGE> 1
EXHIBIT 2
----------
LOMAK PETROLEUM, INC.
500 THROCKMORTON STREET
SUITE 2104
FORT WORTH, TEXAS 76102
September 3, 1996
Mr. Bruce E. Brocker
4206 1/2 Boardman - Canfield Road
Canfield, Ohio 44406
Fax No.: 330-533-2647
Re: Purchase of Bruce Brocker's Interests in North
Coast Energy, Inc. ("North Coast")
----------------------------------
Dear Mr. Brocker:
Set forth below are the terms pursuant to which you ("Seller") have agreed
to sell and Lomak Petroleum, Inc., a Delaware corporation ("Lomak"), has agreed
to purchase all of Seller's interest in North Coast Energy, Inc., ("North
Coast") in shares of North Coast Common Stock and Series A Preferred Stock
(collectively called "Interests") as set forth in Exhibit 1 annexed hereto.
1. Seller hereby agrees to sell, assign and deliver to Lomak on the date
hereof free and clear of all liens, claims, security interests and encumbrances,
all of Seller's right, title and interest in the Interests, subject to the
simultaneous performance by Lomak of its obligations under this Agreement.
Seller will deliver to Lomak stock certificates representing the Interests of
Seller, with duly executed stock powers attached thereto, together with such
documentation as shall be necessary to instruct North Coast to cancel such stock
certificates and to issue new stock certificates representing the Interests to
Lomak. In addition, Seller will deliver to Lomak an executed irrevocable proxy
in the form of Exhibit 2 hereto.
<PAGE> 2
2. Simultaneously with the execution of this Agreement and the performance
by Seller of his obligations under Section 1 hereof Lomak, will pay Seller in
accordance with the terms of Exhibit 2 the consideration set forth therein (the
"Purchase Price"). Unless otherwise agreed, the Purchase Price shall be paid as
provided in Exhibit 3 to Seller by wire transfer in immediately available funds
to such bank account as shall be designated in writing by Seller. The parties
may agree to amend Exhibit 3 to provide for payment alternatives in lieu of cash
payments such as payment in whole or part of the payment then due by the
transfer and delivery by Lomak to Seller of certain oil and gas properties owned
by Lomak.
3. Seller certifies that (i) the Interests constitute Seller's entire
ownership interest in North Coast; (ii) upon the consummation of the
transactions contemplated hereby, Seller will not have any outstanding rights,
subscriptions, warrants, calls, unsatisfied preemptive rights, options or other
agreements of any kind to purchase or otherwise receive from North Coast, or any
stockholder thereof, any of the outstanding, authorized but unissued,
unauthorized or treasury shares of the capital stock of North Coast or any other
security of North Coast; (iii) Seller has good and marketable title in and to
all of the Interests which are being conveyed to Lomak free and clear of all
liens, claims, encumbrances, and security interests; (iv) except as provided in
Schedule A hereto, the making and performance of this Agreement and the
consummation of the transactions contemplated hereby by Seller will not violate
any provision of law, rules or regulations applicable to Seller or conflict with
or result in a breach of, or constitute a default under, any agreement or
instrument by which Seller may be bound or affected; and (v) except for the
Agreement dated January 6, 1995 by and among Seller, North Coast, Charles M.
Lombardy, and Garry Regan (the "1995 Agreement") there are no agreements,
understandings or commitments to which Seller is a party which relate to or
affect Seller's ownership of the Interests. Seller has delivered a true and
correct copy of the 1995 Agreement to Lomak and makes no representation with
respect to the effect of this Agreement on the 1995 Agreement.
4. Each of Lomak and Seller shall bear all of their own costs, fees and
expenses in connection with the transactions contemplated by this Agreement.
Neither Lomak nor Seller has incurred any liability, contingent or otherwise,
for broker or
-2-
<PAGE> 3
finder's fees relating to the transactions contemplated by this Agreement.
5. Seller and Lomak shall keep strictly confidential the existence and
terms and conditions of this Agreement and the fact of discussions and
negotiations between the parties hereto with respect to the subject matter
hereof, for a period of two years from the date hereof, except that Brocker and
Lomak may make such disclosures as shall be required by applicable laws, rules
and regulations.
-3-
<PAGE> 4
6. Lomak agrees to indemnify and hold harmless Seller ("Indemnified Party")
and hereby holds Indemnified Party harmless from any loss, including but not
limited to any loss sustained as a result of the termination or attempted
termination of Seller's rights under the 1995 Agreement (a "Loss"), liability
and/or expense arising out of a claim by a third party based upon this Agreement
or Seller's performance of his obligations hereunder, including but not limited
to Seller's execution and delivery of the irrevocable proxy described in Section
1 hereof which is an express requirement of Lomak hereunder and without which
proxy Lomak would not enter into the transaction contemplated hereby. Promptly
after receipt by Indemnified Party of any event giving rise to a loss
indemnified hereunder or of notice of the commencement of any action, suit or
proceeding involving Indemnified Party (any such action, suit or proceeding is
hereafter referred to as an "Indemnification Event"), Indemnified Party shall
notify Lomak in writing of the commencement thereof. Lomak shall have the
obligation to indemnify the Indemnified Party against such Loss or if the
Indemnification Event includes the filing of any action against the Indemnified
Party, defend the Indemnified Party with Lomak's counsel or, if deemed necessary
by Lomak's counsel, with independent counsel approved by Lomak's counsel. As
long as Lomak is conducting the defense of any Indemnification Event,
Indemnified Party (i) agrees to fully cooperate with Lomak in defending such
Indemnification Event, (ii) will not consent to the entry of any judgment or
enter into any settlement with respect to such Indemnification Event without the
prior written consent of Lomak, and (iii) agrees to consent to the entry of any
judgment or settlement with respect to such Indemnification Event which Lomak
deems appropriate. Such settlement or judgment together with the costs thereof,
if any, shall be paid by Lomak. Notwithstanding the foregoing, any Loss
hereunder based on Seller not receiving payments required to be made by North
Coast to Seller under the 1995 Agreement, if any, shall be made by Lomak to
Indemnified Party on the earlier of January 7, 1998 or such time as Lomak
consolidates North Coast for financial reporting purposes.
7. In the event that Lomak buys additional interests in equity of North
Coast during the period commencing on the date hereof and ending such time as
Lomak consolidates North Coast for financial reporting purposes in accordance
with GAAP, but in no event less than one year from the date hereof ("Adjustment
Period") and pays directly or indirectly a per share price in excess of $.75 per
share, Lomak shall be obligated to notify
-4-
<PAGE> 5
Seller at the end of each calendar quarter of such higher consideration and
concurrently pay to Seller the difference between the most favorable
consideration and $.75 per share. In the event that Lomak directly or indirectly
sells any interests in equity of North Coast during the Adjustment Period for a
per share price in excess of $.75 per share, Lomak shall be obligated to notify
Seller at the end of each calendar quarter of such sale and concurrently pay to
Seller an amount equal to 1/2 of the excess per share price above $.75
multiplied by that number of North Coast shares formerly owned by Seller by the
percentage of Lomak's holdings of North Coast shares represented by the sale to
Lomak's total holdings of North Coast shares at the time of such sale. Any
subsequent sales by Lomak during the Adjustment Period in excess of $.75 shall
provide for similar payments to Seller determined on the same basis. In no event
shall Seller be entitled in the aggregate to compensation with respect to more
then all North Coast shares formerly owned by Seller.
8. As an inducement to Lomak to enter into this Agreement, Seller agrees
that he will not directly or indirectly, for a period of four years from the
date hereof acquire any equity interest in North Coast, enter into any financing
arrangements with North Coast and/or solicit or acquire (or assist other in
soliciting or acquiring) any properties owned by North Coast or any partnership
interests of any general or limited partnership in which North Coast or its
affiliates has a participating interest.
9. This Agreement constitutes a binding and enforceable obligation on the
part of each of Lomak and Seller and shall inure to the benefit of Lomak and
Seller and their respective successors and assigns. Seller may not transfer or
assign any of his rights or obligations hereunder without the prior written
consent of Lomak.
10. This Agreement and the rights and obligations of the parties hereunder
shall be governed by, and construed and interpreted in accordance with, the laws
of the State of Delaware. This Agreement represents the entire understanding of
the parties hereto and may only be amended in a writing executed by both parties
hereto.
11. The parties agree that any litigation arising out of this Agreement
shall be pursued only in the state or federal courts of the State of Ohio. Each
of the parties covenants that it will
-5-
<PAGE> 6
not object to such venue and consents irrevocably to the jurisdiction of the
courts located in the State of Ohio to resolve any dispute arising under this
agreement.
If the foregoing is acceptable to you, please execute two (2) copies of
this Agreement in the space provided for your signature below and return one (1)
fully executed copy to Lomak whereupon, subject to the performance by the
respective parties hereto of their obligations hereunder, the Agreement shall
become binding on the parties hereto.
Very truly yours,
LOMAK PETROLEUM, INC.
By:
----------------------------
C. Rand Michaels
Vice Chairman
Accepted and agreed to in all respects as of September 3, 1996.
- -----------------------------
BRUCE E. BROCKER
-6-
<PAGE> 7
EXHIBIT 1
SCHEDULE OF INTERESTS TO BE TRANSFERRED
1. 2,152,599 shares of North Coast Common Stock.
2. 5,655 shares of North Coast Series A Preferred Stock
<PAGE> 8
EXHIBIT 2
IRREVOCABLE PROXY
The undersigned party, Bruce E. Brocker ("Brocker"), hereby appoints Lomak
Petroleum, Inc., a Delaware corporation, Steve Grose, C. Rand Michaels, Walter
M. Epstein, Jeffrey R. Wolters, and Kenneth J. Nachbar or any of them acting
singly, proxy (with full power of substitution to each and to each substitute
appointed pursuant to such power) of Brocker, in order to vote, in its or his
sole discretion, all of the shares of capital stock of North Coast Energy, Inc.,
a Delaware corporation (the "Corporation"), held of record by Brocker at the
close of business on July 8, 1996 for which Brocker may be entitled to vote at
the Annual Meeting of the Stockholders of the Corporation commencing at 1:00
p.m. (EDT) on Wednesday, September 4, 1996 (the "Annual Meeting"), and at any
adjournments or postponements thereof, with all rights and powers Brocker would
possess if present at such Annual Meeting upon all of the matters which may
properly come before the stockholders of the Corporation at such Annual Meeting,
including, without limitation, all matters set forth in the Notice of Meeting
provided by the Corporation to Brocker and the other stockholders of the
Corporation with respect to such Annual Meeting. Brocker hereby revokes all
proxies, if any, hitherto given or executed by it to other parties, including,
without limitation, the Corporation or any director, officer, employee or
representative thereof, in connection with the Annual Meeting or any adjournment
or postponement thereof.
Dated:
By:
------------------------------
Bruce E. Brocker
<PAGE> 9
EXHIBIT 3
TERMS FOR PAYMENT OF PURCHASE PRICE
Due on execution: $350,000.00
Due 01/07/97: Property interests listed in Exhibit 3A
annexed hereto
Due 01/07/98: $385,000 plus interest (1)
- ----------
(1) These payments will accrue interest from the date of this Agreement at a
simple interest rate of 7% per annum.
