<PAGE> 1
----------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CANISCO RESOURCES, INC.
(Name of Issuer)
--------------
COMMON STOCK, $.0025 PAR VALUE PER SHARE
(Title of Class of Securities)
--------------
137587-10-1
(CUSIP Number)
--------------
Mr. Roger Gossett
6900 North Loop East
Houston, Texas 77028
(713) 675-3141
(Name, Address and Telephone Number
of Person Authorized to Receive Notices
and Communications)
--------------
April 16, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement
on Schedule 13G to report this 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: [ ].
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 1 of 19 Pages
<PAGE> 2
Page 2 of 19 Pages
CUSIP NO.: 137587-10-1 SCHEDULE 13D
<TABLE>
<S> <C>
===============================================================================
1 NAME OF REPORTING PERSON; S.S. OR IRS IDENTIFICATION NUMBER
Roger Gossett
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS
*
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
- -------------------------------------------------------------------------------
7 Sole Voting Power
42,000
- -------------------------------------------------------------------------------
8 SHARED VOTING POWER
354,870**
- -------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
42,000
- -------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
354,870**
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.9%***
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
===============================================================================
</TABLE>
* This Schedule does not relate to the purchase of securities of Canisco
Resources, Inc., a Delaware corporation ("CANRC").
** Includes shares held by Teddy Mansfield who has filed a separate Schedule
13D.
*** Based on information provided by CANRC in its Form 10-Q for the quarterly
period ended December 31, 1998.
<PAGE> 3
Page 3 of 19 Pages
CUSIP NO.: 137587-10-1 SCHEDULE 13D
<TABLE>
<S> <C>
===============================================================================
1 NAME OF REPORTING PERSON; S.S. OR IRS IDENTIFICATION NUMBER
Cathey Perkins
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS
*
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
- -------------------------------------------------------------------------------
7 Sole Voting Power
17,890
- -------------------------------------------------------------------------------
8 SHARED VOTING POWER
354,870**
- -------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
17,890
- -------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
354,870**
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.9%***
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
===============================================================================
</TABLE>
* This Schedule does not relate to the purchase of securities of CANRC.
** Includes shares held by Teddy Mansfield who has filed a separate Schedule
13D.
*** Based on information provided by CANRC in its Form 10-Q for the quarterly
period ended December 31, 1998.
<PAGE> 4
Page 4 of 19 Pages
CUSIP NO.: 137587-10-1 SCHEDULE 13D
<TABLE>
<S> <C>
===============================================================================
1 NAME OF REPORTING PERSON; S.S. OR IRS IDENTIFICATION NUMBER
Leeann Olson
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS
*
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
- -------------------------------------------------------------------------------
7 Sole Voting Power
776
- -------------------------------------------------------------------------------
8 SHARED VOTING POWER
354,870**
- -------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
776
- -------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
354,870**
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.9%***
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
===============================================================================
</TABLE>
* This Schedule does not relate to the purchase of securities of CANRC.
** Includes shares held by Teddy Mansfield who has filed a separate Schedule
13D.
*** Based on information provided by CANRC in its Form 10-Q for the quarterly
period ended December 31, 1998.
<PAGE> 5
Page 5 of 19 Pages
CUSIP NO.: 137587-10-1 SCHEDULE 13D
<TABLE>
<S> <C>
===============================================================================
1 NAME OF REPORTING PERSON; S.S. OR IRS IDENTIFICATION NUMBER
Patti Talcott
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS
*
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
- -------------------------------------------------------------------------------
7 Sole Voting Power
208
- -------------------------------------------------------------------------------
8 SHARED VOTING POWER
354,870**
- -------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
208
- -------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
354,870**
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.9%***
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
===============================================================================
</TABLE>
* This Schedule does not relate to the purchase of securities of CANRC.
** Includes shares held by Teddy Mansfield who has filed a separate Schedule
13D.
*** Based on information provided by CANRC in its Form 10-Q for the quarterly
period ended December 31, 1998.
<PAGE> 6
Page 6 of 19 Pages
CUSIP NO.: 137587-10-1 SCHEDULE 13D
<TABLE>
<S> <C>
===============================================================================
1 NAME OF REPORTING PERSON; S.S. OR IRS IDENTIFICATION NUMBER
Joe Olexovitch
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS
*
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
- -------------------------------------------------------------------------------
7 Sole Voting Power
1,600
- -------------------------------------------------------------------------------
8 SHARED VOTING POWER
354,870**
- -------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,600
- -------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
354,870**
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.9%***
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
===============================================================================
</TABLE>
* This Schedule does not relate to the purchase of securities of CANRC.
** Includes shares held by Teddy Mansfield who has filed a separate Schedule
13D.
*** Based on information provided by CANRC in its Form 10-Q for the quarterly
period ended December 31, 1998.
<PAGE> 7
Page 7 of 19 Pages
CUSIP NO.: 137587-10-1 SCHEDULE 13D
<TABLE>
<S> <C>
===============================================================================
1 NAME OF REPORTING PERSON; S.S. OR IRS IDENTIFICATION NUMBER
Oscar Rickman
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS
*
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
- -------------------------------------------------------------------------------
7 Sole Voting Power
11,646
- -------------------------------------------------------------------------------
8 SHARED VOTING POWER
354,870**
- -------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
11,646
- -------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
354,870**
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.9%***
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
===============================================================================
</TABLE>
* This Schedule does not relate to the purchase of securities of CANRC.
** Includes shares held by Teddy Mansfield who has filed a separate Schedule
13D.
*** Based on information provided by CANRC in its Form 10-Q for the quarterly
period ended December 31, 1998.
<PAGE> 8
Page 8 of 19 Pages
CUSIP NO.: 137587-10-1 SCHEDULE 13D
<TABLE>
<S> <C>
===============================================================================
1 NAME OF REPORTING PERSON; S.S. OR IRS IDENTIFICATION NUMBER
Jimmy Shurouse
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS
*
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
- -------------------------------------------------------------------------------
7 Sole Voting Power
400
- -------------------------------------------------------------------------------
8 SHARED VOTING POWER
354,870**
- -------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
400
- -------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
354,870**
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.9%***
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
===============================================================================
</TABLE>
* This Schedule does not relate to the purchase of securities of CANRC.
** Includes shares held by Teddy Mansfield who has filed a separate Schedule
13D.
*** Based on information provided by CANRC in its Form 10-Q for the quarterly
period ended December 31, 1998.
<PAGE> 9
Page 9 of 19 Pages
CUSIP NO.: 137587-10-1 SCHEDULE 13D
<TABLE>
<S> <C>
===============================================================================
1 NAME OF REPORTING PERSON; S.S. OR IRS IDENTIFICATION NUMBER
Jason Strength
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS
*
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
- -------------------------------------------------------------------------------
7 Sole Voting Power
1,000
- -------------------------------------------------------------------------------
8 SHARED VOTING POWER
354,870**
- -------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,000
- -------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
354,870**
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.9%***
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
===============================================================================
</TABLE>
* This Schedule does not relate to the purchase of securities of CANRC.
** Includes shares held by Teddy Mansfield who has filed a separate Schedule
13D.
*** Based on information provided by CANRC in its Form 10-Q for the quarterly
period ended December 31, 1998.
<PAGE> 10
Page 10 of 19 Pages
CUSIP NO.: 137587-10-1 SCHEDULE 13D
<TABLE>
<S> <C>
===============================================================================
1 NAME OF REPORTING PERSON; S.S. OR IRS IDENTIFICATION NUMBER
Mike Moore
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS
*
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
- -------------------------------------------------------------------------------
7 Sole Voting Power
250
- -------------------------------------------------------------------------------
8 SHARED VOTING POWER
354,870**
- -------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
250
- -------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
354,870**
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.9%***
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
===============================================================================
</TABLE>
* This Schedule does not relate to the purchase of securities of CANRC.
** Includes shares held by Teddy Mansfield who has filed a separate Schedule
13D.
*** Based on information provided by CANRC in its Form 10-Q for the quarterly
period ended December 31, 1998.
<PAGE> 11
Page 11 of 19 Pages
CUSIP NO.: 137587-10-1 SCHEDULE 13D
<TABLE>
<S> <C>
===============================================================================
1 NAME OF REPORTING PERSON; S.S. OR IRS IDENTIFICATION NUMBER
Thomas Wickham
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS
*
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
- -------------------------------------------------------------------------------
7 Sole Voting Power
3,100
- -------------------------------------------------------------------------------
8 SHARED VOTING POWER
354,870**
- -------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
3,100
- -------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
354,870**
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.9%***
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
===============================================================================
</TABLE>
* This Schedule does not relate to the purchase of securities of CANRC.
** Includes shares held by Teddy Mansfield who has filed a separate Schedule
13D.
*** Based on information provided by CANRC in its Form 10-Q for the quarterly
period ended December 31, 1998.
<PAGE> 12
Page 12 of 19 Pages
CUSIP NO.: 137587-10-1 SCHEDULE 13D
<TABLE>
<S> <C>
===============================================================================
1 NAME OF REPORTING PERSON; S.S. OR IRS IDENTIFICATION NUMBER
Dean Mansfield
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS
*
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
- -------------------------------------------------------------------------------
7 Sole Voting Power
108,000**
- -------------------------------------------------------------------------------
8 SHARED VOTING POWER
354,870***
- -------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
108,000**
- -------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
354,870***
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.9%****
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
===============================================================================
</TABLE>
* This Schedule does not relate to the purchase of securities of CANRC.
** Represents (i) 100,000 shares of CANRC Common Stock owned of record by
Dean Mansfield and (ii) up to an aggregate of 8,000 shares of Common
Stock which may be acquired within the next sixty (60) days pursuant to
the MICI Warrant (as defined herein).
*** Includes shares held by Teddy Mansfield who has filed a separate Schedule
13D.
**** Based on information provided by CANRC in its Form 10-Q for the quarterly
period ended December 31, 1998.
<PAGE> 13
Page 13 of 19 Pages
SCHEDULE 13D
Introductory Note: All information herein with respect to Canisco
Resources, Inc., a Delaware corporation, is to the best knowledge and belief of
the Reporting Persons, as defined herein.
Item 1. Security and Issuer.
The class of equity securities to which this Statement on Schedule 13D
relates is the common stock, par value $.0025 per share (the "Common Stock"),
of Canisco Resources, Inc., a Delaware corporation ("CANRC"). The principal
executive offices of CANRC are located at 300 Delaware Avenue, Suite 714,
Wilmington, Delaware 19801.
Item 2. Identity and Background.
This Statement on Schedule 13D is filed by (i) Mr. Roger Gossett, a
United States citizen who serves as President and Chief Executive Officer of
Cannon Sline, Inc., a Pennsylvania corporation and wholly owned subsidiary of
CANRC ("Cannon Sline"), and whose principal business address is 6900 North Loop
East, Houston, Texas 77028; (ii) Ms. Cathey Perkins, a United States citizen
who serves as a Division Manager of Cannon Sline whose principal business
address is 6900 North Loop East, Houston, Texas 77028; (iii) Ms. Leeann Olson,
a United States citizen who serves as the Finance Manager of Cannon Sline and
whose principal business address is 5600 Woodland Avenue, Philadelphia,
Pennsylvania, 19143; (iv) Ms. Patti Talcott, a United States citizen who serves
as an Executive Assistant of Cannon Sline and whose principal business address
is 6900 North Loop East, Houston, Texas 77028; (v) Mr. Joe Olexovitch, a United
States citizen who serves as a Division Manager of Cannon Sline and whose
principal business address is 2967 Nationwide Parkway, Unit 4, Brunswick, Ohio,
44212; (vi) Mr. Oscar Rickman, a United States citizen who serves as a Vice
President of Cannon Sline and whose principal business address is 4208 West
Clearwater Street, Kennewick, Washington, 99336; (vii) Mr. Jimmy Shurouse, a
United States citizen who serves as a sales representative of Mansfield
Industrial Coatings, a Mississippi corporation and wholly owned operating
subsidiary of CANRC ("Mansfield Industrial") whose principal business address
is 1325 West Detroit Boulevard, Pensacola, Florida 32534; (viii) Mr. Jason
Strength, a United States citizen who serves as an estimator for Mansfield
Industrial and whose principal business address is 1325 West Detroit Boulevard,
Pensacola, Florida 32534; (ix) Mr. Mike Moore, a United States citizen who
serves as a Project Manager for Mansfield Industrial and whose principal
business address is 1325 West Detroit Boulevard, Pensacola, Florida 32534; (x)
Mr. Thomas Wickham, a United States citizen who serves as a General
Superintendent for Mansfield Industrial and whose principal business address is
1325 West Detroit Boulevard, Pensacola, Florida 32534; and (xi) Mr. Dean
Mansfield, a United States citizen who serves as Executive Vice President of
Mansfield Industrial and whose principal business address is 8430 Bellingrath
Road, Theodore, Alabama, 36582 (who are collectively referred to herein as the
"Reporting Persons").
None of the Reporting Persons has been convicted in a criminal
proceeding in the past five years (excluding traffic violations or similar
misdemeanors).
During the past five years, none of the Reporting Persons were a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding were or are 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.
<PAGE> 14
Page 14 of 19 Pages
Item 3. Source and Amount of Funds or Other Consideration.
This statement is being filed as the result of an agreement amongst
the Reporting Persons to vote in favor of the transactions contemplated by the
Securities Purchase Agreement, as defined herein, and does not relate to the
purchase of securities of CANRC.
Item 4. Purpose of Transaction.
The following are brief summaries of the Securities Purchase Agreement
(as defined below), the Certificate of Designation (as defined below) and the
Warrant (as defined below) in so far as they describe the transactions which
the Reporting Persons have agreed to vote in favor of. The Securities Purchase
Agreement, the Certificate of Designation and the Warrant are each attached as
exhibits to the Statement on Schedule 13D filed jointly by SCC I Investment,
L.P., a Texas limited partnership ("SCC I"), SCC Investment II, LLC, a Texas
limited liability company ("SCC II") and Sterling City Capital, LLC, a Texas
limited liability company ("Sterling City"). The summaries of such agreements
are qualified by reference to the actual agreements.
Securities Purchase Agreement. On April 16, 1999, SCC I, Sterling City
and CANRC entered into an agreement whereby SCC I has agreed to purchase from
CANRC, and CANRC has agreed to sell to SCC I, (i) 80,000 shares of 7 1/2%
Series A Redeemable Convertible Preferred Stock, par value $1.00 per share (the
"Series A Preferred Stock"), of CANRC and (ii) the Series A Investment
Incentive Warrant contingently exercisable into 11% of the total Common Stock
of CANRC, on a fully-diluted basis upon the satisfaction of certain financial
targets (the "Warrant") for consideration consisting of $8,000,000 in cash (the
Series A Preferred Stock and the Warrant are collectively referred to herein as
the "Purchased Securities"). The Securities Purchase Agreement also provides
that for the twelve months following the closing of the purchase and sale of
the Purchased Securities (the "Initial Closing"), CANRC has the discretion, at
the election of the Common Stock Directors (as defined below), to issue and
sell up to an additional 20,000 shares of Series A Preferred Stock, which SCC I
must purchase, for cash consideration consisting of $100.00 per share of Series
A Preferred Stock. The Securities Purchase Agreement also contains customary
representations and warranties, indemnification provisions and provisions
intended to limit the Reporting Persons' obligations and liabilities to CANRC.
Certificate of Designation. Pursuant to the Certificate of
Designation, Preferences and Rights of 7 1/2% Series A Redeemable Convertible
Preferred Stock of CANRC (the "Certificate of Designation"), upon issuance, any
and all of the shares of Series A Preferred Stock held by SCC I are convertible
at any time, at the option of SCC I, into shares of Common Stock at the initial
conversion price of $3.00 per share (the "Initial Conversion Price"), subject
to antidilution provisions.
The Certificate of Designation also provides that during such time as
the Series A Preferred Stock is outstanding, the CANRC Board of Directors will
consist of not less than nine directors. At the Initial Closing, the CANRC
Board of Directors will be increased from 6 directors to 9 directors and
pursuant to the Certificate of Designation, SCC I will be entitled to elect 6
directors. Initially, the method for electing directors to the CANRC Board of
Directors will be such that the holders of record of shares of Common Stock,
voting together as a single class, will be entitled to elect 3 directors (the
"Common Stock Directors") and SCC I, voting as a separate class, will be
entitled to elect 6 directors (the "Series A Preferred Stock Directors").
Pursuant to SCC I's organizational documents, two of the six directors to be
elected by SCC I will be persons selected by those members of management of
CANRC and its subsidiaries who are limited partners of SCC I. The number of
Series A Preferred Stock Directors will be reduced in future periods in the
event that the number of shares of Series A Preferred Stock outstanding is
reduced by conversion, redemption or otherwise.
Pursuant to the Securities Purchase Agreement and the Certificate of
Designation, upon the occurrence of the Initial Closing, SCC I will own 80,000
shares of Series A Preferred Stock and will be entitled to vote
<PAGE> 15
Page 15 of 19 Pages
together with the holders of Common Stock on all matters to be voted on by
CANRC's holders of Common Stock. When voting together with the holders of
Common Stock on any matter, each share of Series A Preferred Stock will be
entitled to the number of votes equal to the number of shares of Common Stock
into which such share of Series A Preferred Stock is convertible (initially
based on the Initial Conversion Price) as of the record date for such vote. As
such, the shares of Series A Preferred Stock purchased by SCC I at the Initial
Closing will represent 2,666,666 shares of Common Stock, or approximately 51.3%
of the outstanding Common Stock.
Warrant Certificate. The Warrant is not immediately exercisable and
will not be exercisable until CANRC's revenues exceed $200 million and
historical EBITDA (earnings before interest, taxes, depreciation and
amortization) exceeds $12.0 million during any historical trailing 12 month
period. Upon satisfaction of such conditions, the Warrant will then become
exercisable, subject to antidilution adjustment, into 11% of the total Common
Stock of CANRC, on a Fully-Diluted basis, as defined in the Warrant, as of the
date the Warrant first becomes exercisable. The Warrant expires on the seventh
anniversary of its issuance, irrespective of whether the Warrant was
exercisable.
The transaction contemplated in this Item 4 will result in a change of
control of CANRC. By reason of SCC I's rights to representation on the Board of
Directors of CANRC and the voting rights related to the Series A Preferred
Stock, as more fully discussed above, the agreement among the Reporting Persons
to vote in favor of the Securities Purchase Agreement reflects the Reporting
Persons' acknowledgment that SCC I will be able to influence the management and
policies of CANRC.
It is expected that all of the Reporting Persons, together with
Sterling City and certain other investors, will invest in SCC I and that SCC I
will use the proceeds of those investments in order to effect the consummation
of the transactions contemplated by the Securities Purchase Agreement. Further,
Sterling City and Messrs. T. Mansfield, Gossett, Snyder, and D. Mansfield have
entered into a letter agreement with SCC I to fund, as partners in SCC I,
amounts required in order for SCC I to meet its obligations to CANRC under the
Securities Purchase Agreement. In connection with the Initial Closing, Ralph A.
Trallo, the current President and Chief Executive Officer of CANRC, will
continue his employment with CANRC as a consultant and will become Vice
Chairman of the Board of Directors of CANRC. It is expected that upon the
Initial Closing, Mr. C. Byron Snyder will become Chairman of the Board and
Chief Executive Officer of CANRC. In addition, at the Initial Closing, Mr. Roger
Gossett, who serves as President and Chief Executive Officer of Cannon Sline, an
operating subsidiary of CANRC, will become President and Chief Operating Officer
of CANRC. Also, pursuant to the terms of the Securities Purchase Agreement and
the Certificate of Designation, (i) the Board of Directors will be increased to
nine members; (ii) three members of CANRC's existing Board of Directors will
resign; and (iii) the holders of the Series A Preferred Stock will elect six of
the nine members of the Board.
Other than as described in this Statement on Schedule 13D, none of
the Reporting Persons has any plans to effect:
(a) the acquisition by any person of additional securities of CANRC,
or the disposition of securities of CANRC;
(b) any extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving CANRC or any of its subsidiaries;
(c) a sale or transfer of a material amount of the assets of CANRC or
any of its subsidiaries;
(d) any change in the present Board of Directors or management of
CANRC, including any change in the number or term of directors or the filling
of any vacancies on the Board of Directors;
<PAGE> 16
Page 16 of 19 Pages
(e) any material change in the present capitalization or dividend
policy of CANRC;
(f) any other material change in CANRC's business or corporate
structure;
(g) any change in CANRC's charter, bylaws, or instruments
corresponding thereto or any other actions which may impede the acquisition of
control of CANRC by any person;
(h) the delisting of any class of securities of CANRC from a national
securities exchange or the ceasing to be authorized to be quoted in an
interdealer quotation system of a registered national securities association;
(i) any class of equity securities of CANRC becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(j) any action similar to those enumerated above.
Item 5. Interest in Securities of CANRC
Mr. Gosset has the sole power to vote and dispose of the 42,000 shares
of CANRC Common Stock held by him. By virtue of the agreement described under
Item 3, the Reporting Persons have agreed to vote in favor of the transactions
contemplated by the Securities Purchase Agreement. Therefore, Mr. Gossett,
pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), may be deemed to be the beneficial owner of the 354,870 shares
owned by (i) all of the Reporting Persons and (ii) Mr. Teddy Mansfield who has
filed a separate Schedule 13D, which represent 13.9% of the outstanding shares
of CANRC. Other than the 42,000 shares held by him, Mr. Gossett disclaims
beneficial ownership of the shares held by the Reporting Persons and Mr. Ted
Mansfield.
Ms. Cathey Perkins has the sole power to vote and dispose of the
17,890 shares of CANRC Common Stock held by her. By virtue of the agreement
described under Item 3, the Reporting Persons have agreed to vote in favor of
the transactions contemplated by the Securities Purchase Agreement. Therefore,
Ms. Perkins, pursuant to Rule 13d-3 of the Exchange Act, may be deemed to be
the beneficial owner of the 354,870 shares owned by (i) all of the Reporting
Persons and (ii) Mr. Teddy Mansfield who has filed a separate Schedule 13D,
which represent 13.9% of the outstanding shares of CANRC. Other than the 17,890
shares held by her, Ms. Perkins disclaims beneficial ownership of the shares
held by the Reporting Persons and Mr. Ted Mansfield.
Ms. Leeann Olson has the sole power to vote and dispose of the 776
shares of CANRC Common Stock held by her. By virtue of the agreement described
under Item 3, the Reporting Persons have agreed to vote in favor of the
transactions contemplated by the Securities Purchase Agreement. Therefore, Ms.
Olson, pursuant to Rule 13d-3 of the Exchange Act, may be deemed to be the
beneficial owner of the 354,870 shares owned by (i) all of the Reporting
Persons and (ii) Mr. Teddy Mansfield who has filed a separate Schedule 13D,
which represent 13.9% of the outstanding shares of CANRC. Other than the 776
shares held by her, Ms. Olson disclaims beneficial ownership of the shares held
by the Reporting Persons and Mr. Ted Mansfield.
Ms. Patti Talcott has the sole power to vote and dispose of the 208
shares of CANRC Common Stock held by her. By virtue of the agreement described
under Item 3, the Reporting Persons have agreed to vote in favor of the
transactions contemplated by the Securities Purchase Agreement. Therefore, Ms.
Talcott, pursuant to Rule 13d-3 of the Exchange Act, may be deemed to be the
beneficial owner of the 354,870 shares owned by (i) all of the Reporting
Persons and (ii) Mr. Teddy Mansfield who has filed a separate Schedule 13D,
which represent 13.9% of the outstanding shares of CANRC. Other than the 208
shares held by her, Ms. Talcott disclaims beneficial ownership of the shares
held by the Reporting Persons and Mr. Ted Mansfield.
<PAGE> 17
Page 17 of 19 Pages
Mr. Joe Olexovitch has the sole power to vote and dispose of the 1,600
shares of CANRC Common Stock held by him. By virtue of the agreement described
under Item 3, the Reporting Persons have agreed to vote in favor of the
transactions contemplated by the Securities Purchase Agreement. Therefore, Mr.
Olexovitch, pursuant to Rule 13d-3 of the Exchange, may be deemed to be the
beneficial owner of the 354,870 shares owned by (i) all of the Reporting
Persons and (ii) Mr. Teddy Mansfield who has filed a separate Schedule 13D,
which represent 13.9% of the outstanding shares of CANRC. Other than the 1,600
shares held by him, Mr. Olexovitch disclaims beneficial ownership of the shares
held by the Reporting Persons and Mr. Ted Mansfield.
Mr. Oscar Rickman has the sole power to vote and dispose of the 11,646
shares of CANRC Common Stock held by him. By virtue of the agreement described
under Item 3, the Reporting Persons have agreed to vote in favor of the
transactions contemplated by the Securities Purchase Agreement. Therefore, Mr.
Rickman, pursuant to Rule 13d-3 of the Exchange Act, may be deemed to be the
beneficial owner of the 354,870 shares owned by (i) all of the Reporting
Persons and (ii) Mr. Teddy Mansfield who has filed a separate Schedule 13D,
which represent 13.9% of the outstanding shares of CANRC. Other than the 11,646
shares held by him, Mr. Rickman disclaims beneficial ownership of the shares
held by the Reporting Persons and Mr. Ted Mansfield.
Mr. Jimmy Shurouse has the sole power to vote and dispose of the 400
shares of CANRC Common Stock held by him. By virtue of the agreement described
under Item 3, the Reporting Persons have agreed to vote in favor of the
transactions contemplated by the Securities Purchase Agreement. Therefore, Mr.
Shurouse, pursuant to Rule 13d-3 of the Exchange Act, may be deemed to be the
beneficial owner of the 354,870 shares owned by (i) all of the Reporting
Persons and (ii) Mr. Teddy Mansfield who has filed a separate Schedule 13D,
which represent 13.9% of the outstanding shares of CANRC. Other than the 400
shares held by him, Mr. Shurouse disclaims beneficial ownership of the shares
held by the Reporting Persons and Mr. Ted Mansfield.
Mr. Jason Strength has the sole power to vote and dispose of the 1,000
shares of CANRC Common Stock held by him. By virtue of the agreement described
under Item 3, the Reporting Persons have agreed to vote in favor of the
transactions contemplated by the Securities Purchase Agreement. Therefore, Mr.
Strength, pursuant to Rule 13d-3 of the Exchange Act, may be deemed to be the
beneficial owner of the 354,870 shares owned by (i) all of the Reporting
Persons and (ii) Mr. Teddy Mansfield who has filed a separate Schedule 13D,
which represent 13.9% of the outstanding shares of CANRC. Other than the 1,000
shares held by him, Mr. Strength disclaims beneficial ownership of the shares
held by the Reporting Persons and Mr. Ted Mansfield.
Mr. Mike Moore has the sole power to vote and dispose of the 250
shares of CANRC Common Stock held by him. By virtue of the agreement described
under Item 3, the Reporting Persons have agreed to vote in favor of the
transactions contemplated by the Securities Purchase Agreement. Therefore, Mr.
Moore, pursuant to Rule 13d-3 of the Exchange Act, may be deemed to be the
beneficial owner of the 354,870 owned by (i) all of the Reporting Persons and
(ii) Mr. Teddy Mansfield who has filed a separate Schedule 13D, which represent
13.9% of the outstanding shares of CANRC. Other than the 250 shares held by
him, Mr. Moore disclaims beneficial ownership of the shares held by the
Reporting Persons and Mr. Ted Mansfield.
Mr. Thomas Wickham has the sole power to vote and dispose of the 3,100
shares of CANRC Common Stock held by him. By virtue of the agreement described
under Item 3, the Reporting Persons have agreed to vote in favor of the
transactions contemplated by the Securities Purchase Agreement. Therefore, Mr.
Wickham, pursuant to Rule 13d-3 of the Exchange Act, may be deemed to be the
beneficial owner of the 354,870 shares owned by (i) all of the Reporting
Persons and (ii) Mr. Teddy Mansfield who has filed a separate Schedule 13D,
which represent 13.9% of the outstanding shares of CANRC. Other than the 3,100
shares held
<PAGE> 18
Page 18 of 19 Pages
by him, Mr. Wickham disclaims beneficial ownership of the shares held by the
Reporting Persons and Mr. Ted Mansfield.
Mr. Dean Mansfield has the sole power to vote and dispose of 100,000
shares of CANRC Common Stock held by him. In addition, Mr. Dean Mansfield is
the holder of a Warrant to Purchase up to 60,000 shares of Common Stock upon
the occurrence of certain events (the "MICI Warrant"), which was issued to Mr.
Dean Mansfield in connection with CANRC's purchase of Mansfield Industrial. The
exact number of shares of Common Stock for which the MICI Warrant is exercisable
depends on a comparison of Income Before Tax of MICI and Budgeted Income Before
Tax (as defined in the purchase agreement) of Mansfield Industrial. The MICI
Warrant is exercisable in five non-cumulative installments, with the number of
shares of Common Stock purchasable in each installment to be based upon the
extent to which Income Before Tax of Mansfield Industrial compares with the
Budgeted Income Before Tax of Mansfield Industrial. Within the next sixty (60)
days, the MICI Warrant will become exercisable for up to an aggregate of 8,000
shares of CANRC Common Stock, and therefore pursuant to Rule 13d-3, Mr. Dean
Mansfield may be deemed to be the owner of the 8,000 shares of Common Stock
underlying the MICI Warrant. By virtue of the agreement described under Item 3,
the Reporting Persons have agreed to vote in favor of the transactions
contemplated by the Securities Purchase Agreement. Therefore, Mr. Dean
Mansfield, pursuant to Rule 13d-3 of the Exchange Act, may be deemed to be the
beneficial owner of the 354,870 shares owned by (i) all of the Reporting Persons
and (ii) Mr. Teddy Mansfield who has filed a separate Schedule 13D, which
represent 13.9% of the outstanding shares of CANRC. Other than the 108,000
shares held by him, Mr. Dean Mansfield disclaims beneficial ownership of the
shares held by the Reporting Persons and Mr. Ted Mansfield.
Other than the transactions described herein, none of the Reporting
Persons has effected any transactions in the Common Stock during the preceding
60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of CANRC.
Except for (i) the agreements described in the Schedule 13D filed by
SCC I, SCC II and Sterling City; (ii) the arrangements set forth in the Limited
Partnership Agreement of SCC I; and (iii) the agreements described in response
to Items 3, 4 and 5, to the best knowledge of the Reporting Persons, there are
no contracts, agreements, arrangements, understandings or relationships (legal
or otherwise) between the persons enumerated in Item 2, and any other person,
with respect to the securities of CANRC, including, but not limited to,
transfer or voting arrangements, puts or calls, guarantees of profits, division
of profits or losses, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
A. Joint Filing Agreement by and among the Reporting Persons.
<PAGE> 19
Page 19 of 19 Pages
SIGNATURES
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, each of the undersigned hereby certifies that the
information set forth in this statement is true, complete and correct.
Dated: April 23, 1999. /s/ Roger Gossett
--------------------------------
Mr. Roger Gossett
Dated: April 23, 1999. /s/ Cathey Perkins
--------------------------------
Ms. Cathey Perkins
Dated: April 23, 1999. /s/ Leeann Olson
--------------------------------
Ms. Leeann Olson
Dated: April 23, 1999. /s/ Patti Talcott
--------------------------------
Ms. Patti Talcott
Dated: April 23, 1999. /s/ Joe Olexovitch
--------------------------------
Mr. Joe Olexovitch
Dated: April 23, 1999. /s/ Oscar Rickman
--------------------------------
Mr. Oscar Rickman
Dated: April 23, 1999. /s/ Jimmy Shurouse
--------------------------------
Mr. Jimmy Shurouse
Dated: April 23, 1999. /s/ Jason Strength
--------------------------------
Mr. Jason Strength
Dated: April 23, 1999. /s/ Mike Moore
--------------------------------
Mr. Mike Moore
Dated: April 23, 1999. /s/ Thomas Wickham
--------------------------------
Mr. Thomas Wickham
Dated: April 23, 1999. /s/ Dean Mansfield
--------------------------------
Mr. Dean Mansfield
<PAGE> 20
INDEX TO EXHIBITS
Exhibit No. Description
----------- -----------
A. Joint Filing Agreement by and among the Reporting Persons.
<PAGE> 1
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned each agree that (i) the Statement on Schedule 13D
relating to the Common Stock, $.0025 par value, of Canisco Resources, Inc. is
adopted and filed on behalf on each of them, (ii) all future amendments to such
Statement on Schedule 13D will, unless written notice to the contrary is
delivered as described below, be jointly filed on behalf of each of them, and
(iii) the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934
apply to each of them. This agreement may be terminated with respect to the
obligation to jointly file future amendments to such Statement on Schedule 13D
as to any of the undersigned upon such person giving written notice thereof to
each of the other persons signatory hereto, at the principal office thereof.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing
Agreement as of the date set forth below.
Dated: April 23, 1999. /s/ Roger Gossett
--------------------------------
Mr. Roger Gossett
Dated: April 23, 1999. /s/ Cathey Perkins
--------------------------------
Ms. Cathey Perkins
Dated: April 23, 1999. /s/ Leeann Olson
--------------------------------
Ms. Leeann Olson
Dated: April 23, 1999. /s/ Patti Talcott
--------------------------------
Ms. Patti Talcott
Dated: April 23, 1999. /s/ Joe Olexovitch
--------------------------------
Mr. Joe Olexovitch
Dated: April 23, 1999. /s/ Oscar Rickman
--------------------------------
Mr. Oscar Rickman
Dated: April 26, 1999. /s/ Jimmy Shurouse
--------------------------------
Mr. Jimmy Shurouse
Dated: April 26, 1999. /s/ Jason Strength
--------------------------------
Mr. Jason Strength
<PAGE> 2
Dated: April 26, 1999. /s/ Mike Moore
--------------------------------
Mr. Mike Moore
Dated: April 26, 1999. /s/ Thomas Wickham
--------------------------------
Mr. Thomas Wickham
Dated: April 26, 1999. /s/ Dean Mansfield
--------------------------------
Mr. Dean Mansfield
