<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
-------
GREASE MONKEY HOLDING CORPORATION, A UTAH corporation
--------------------------------------------------------
(Name of Issuer)
Common Stock
--------------------------------------------------------
(Title of Class of Securities)
389900 10 1
--------------------------------------------------------
(CUSIP Number)
Brownlie, Wallace, Armstrong and Bander Exploration
475 Seventeenth St., Ste. 1300
Denver, CO 80202
(303) 295-0565
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 30, 1997
--------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
Check the following box if a fee is being paid with this statement / /. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.
(See Rule 13d-7.)
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).
(Continued on following page(s))
Page 1 of Pages
---
<PAGE>
CUSIP No. 389900 10 1 13D Page 2 of Pages
----------- --- ---
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons.
S.S. or I.R.S. Identification Nos. of Above Persons
First of September Corporation
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
00
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Colorado
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially Owned -0-
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
-0-
--------------------------------------------------
(9) Sole Dispositive Power
-0-
--------------------------------------------------
(10) Shared Dispositive Power
-0-
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
-0-
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
NAME OF ISSUER: Grease Monkey Holding Corporation,
a Utah corporation
NAME OF REPORTING PERSON: First of September Corporation
ITEM 1. SECURITY AND ISSUER.
(a) $0.03 Par Value Common Stock
(b) Grease Monkey Holding Corporation
216 Sixteenth Street, Suite 1100
Denver, Colorado 80202
ITEM 2. IDENTITY AND BACKGROUND.
Information regarding First of September Corporation, a Reporting Person
herein:
(a) First of September Corporation, a Colorado corporation
(b) Brownlie Wallace Armstrong and Bander Exploration
475 Seventeenth Street, Suite 1300
Denver, Colorado 80202
(c) Private Company that invests in various entities
Brownlie Wallace Armstrong and Bander Exploration
475 Seventeenth Street, Suite 1300
Denver, Colorado 80202
(d) No
(e) No
(f) Colorado
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) First of September Corporation is surrendering all of its certificates
representing 1,459,432 shares of $0.03 par value common stock of Issuer,
3,740 shares of Class C Preferred Stock of Issuer that are convertible into
149,598 shares of common stock and warrants representing the right to
purchase 500,000 shares of Issuer's $0.03 par value common stock to the
Issuer, duly endorsed in blank for transfer, with a request that Issuer
issue certificates to each of the shareholders of First of September
Corporation in accordance with that certain Liquidation and
<PAGE>
Dissolution Agreement of First of September Corporation with an effective
date of June 30, 1997 ("Liquidation Agreement").
(b) No part of the sales price is or will be represented by borrowed funds.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the transfer of the securities of the issuer is to complete
the liquidation and dissolution of First of September Corporation.
(a) - (j) N/A
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Effective June 30, 1997, Rex L. Utsler, Jerry D. Armstrong, J. H. Bander,
Ray O. Brownlie, and James B. Wallace previously named as Reporting Persons no
longer retain any ownership interest in the Issuer as beneficial owners of
shares attributable to First of September Corporation and First of September
Corporation no longer retains any ownership interest in the Issuer due to the
transfer of its shares to each of the individual shareholders in accordance with
the terms of the Liquidation Agreement. The individual shareholders will file
individual Amendment Nos. 7 to Schedule 13D reporting their respective ownership
interests in Issuer.
Effective May 23, 1997, First of September Corporation authorized the
transfer of 20,002 shares of $0.03 par value common stock of Issuer to a
minority shareholder.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
In accordance with the terms of the Liquidation Agreement which had an
effective date of June 30, 1997, First of September Corporation was dissolved
and all of First of September Corporation's ownership interest in the Issuer was
transferred to the individual shareholders.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
EXHIBIT A. The Liquidation and Dissolution Agreement of First of September
Corporation.
2
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete, and
correct.
June 30, 1997
- ------------------- FIRST OF SEPTEMBER CORPORATION
Date
By: /s/ Rex L. Utsler
-----------------------------------
Rex L. Utsler
Its President
3
<PAGE>
LIQUIDATION AND DISSOLUTION AGREEMENT
OF FIRST OF SEPTEMBER CORPORATION
This Liquidation and Dissolution Agreement of First of September
Corporation ("Agreement") dated as of June 4, 1997, to be effective as
of the Closing Date, as hereafter defined, by and between First of September
Corporation, a Colorado corporation ("Corporation") and the shareholders
consisting of Rex L. Utsler ("Utsler"), Ray O. Brownlie ("Brownlie"), James
B. Wallace ("Wallace"), Jerry D. Armstrong ("Armstrong"), and J. H. Bander
("Bander"). Utsler, Brownlie, Wallace, Armstrong, and Bander are hereinafter
referred to individually as "Shareholder" and collectively as "Shareholders."
RECITALS
(a) The directors and Shareholders of the Corporation have determined
that it is in the best interests of the Corporation to effect a complete
liquidation and dissolution of the Corporation in accordance with the
provisions of the Colorado Corporation Code.
(b) The directors and Shareholders of the Corporation have met and have
unanimously adopted a resolution approving this Agreement, authorizing its
execution, and directing the officers to fulfill the Corporation's
obligations hereunder.
AGREEMENT
NOW, THEREFORE, the parties hereto agree as follows:
1. DETERMINATION OF SHAREHOLDERS' INTERESTS. The proportionate
interests of the Shareholders in the assets of the Corporation shall be fixed
on the basis of present ownership of the issued and outstanding shares of the
Corporation (the "Ownership Interest"). The Corporation has issued and
outstanding 309,250 common shares of stock which are owned by the
Shareholders as follows:
Percent of Ownership
Shareholder Shares In Corporation
----------- ------ --------------------
Utsler 89,250 28.860%
Brownlie 55,000 17.785%
Wallace 55,000 17.785%
Armstrong 55,000 17.785%
Bander 55,000 17.785%
<PAGE>
2. SURRENDER OF SHARES. Effective as of the close of business on June
30, 1997 ("Closing Date"), each Shareholder shall surrender to the
Corporation the certificate representing the Corporation's shares owned by
him. Each certificate shall be duly endorsed in blank for transfer. Such
surrender shall take place at the Closing hereinafter provided for.
3. ACCEPTANCE OF SHARES. The Corporation shall accept the surrender of
the shares of the Shareholders for cancellation and shall pay for such shares
as hereinafter provided.
4. LIQUIDATION PRICE. The liquidation price to be paid for the shares
of each Shareholder shall be the amount of $2.15 per share, which represents
the revised fair market value of the Corporation's assets ("FMV of Assets")
as of January 1, 1997 ("Valuation Date") of $1,564,318, less payables of
$900,239 as determined by the Corporation's accountant and as shown on the
balance sheet attached hereto as Exhibit A. The liquidation price shall be
paid by the Corporation as provided in Paragraph 9 below.
5. SURRENDER OF SHARES OF STOCK. Prior to the Closing, the Corporation
shall surrender its certificates representing shares of $0.03 par value
common stock of Grease Monkey Holding Corporation, a Utah corporation
("Grease Monkey"), of Class C Preferred Stock of Grease Monkey, of warrants
representing the right to purchase Grease Monkey $0.03 par value common
stock, and of common stock of Continental Ozark Holding, Inc., an Arkansas
corporation ("Continental Ozark") to Grease Monkey and Continental Ozark,
respectively, duly endorsed in blank for transfer, with a request that Grease
Monkey and Continental Ozark, respectively, issue certificates to each of the
Shareholders representing those shares of stock and warrants of Grease Monkey
and shares of stock of Continental Ozark to be delivered to the Shareholders
pursuant to Paragraph 9 of this Agreement.
6. ASSUMPTION OF CNB LOAN. Each Shareholder shall assume his
proportionate share equal to his Ownership Interest of the $900,000 revolving
line of credit ("CNB Loan") extended to the Corporation on September 6, 1996
by Colorado National Bank ("CNB"), and each Shareholder shall execute and
deliver at the Closing a promissory note in the principal amount set forth
below, made payable to CNB, and any other documents required by CNB in
connection therewith, each in form and substance satisfactory to CNB
(collectively, "Replacement CNB Loan"). The foregoing documents to be
executed and delivered by the Shareholders with respect to the Replacement
CNB Loan are hereinafter referred to collectively as the "Replacement Loan
Documents." Each Shareholder shall execute and deliver to CNB a promissory
note in the principal amount as follows:
2
<PAGE>
Shareholder CNB Replacement Loan Amount
----------- ---------------------------
Utsler $259,740
Brownlie $160,065
Wallace $160,065
Armstrong $160,065
Bander $160,065
Upon execution and delivery of the Replacement Loan Documents to CNB, CNB
shall deliver to the Corporation the original promissory note in the amount
of $900,000 marked "paid in full" as well as any other releases required in
connection with the CNB Loan.
7. ASSUMPTION OF LION OIL LETTER OF CREDIT. Each Shareholder shall
assume his proportionate share of the $500,000 letter of credit issued by CNB
for the account of Lion Oil Company, an Arkansas corporation ("Lion Oil"),
naming The First National Bank of Chicago as beneficiary ("Lion Oil Letter of
Credit"), by obtaining replacement letters of credit ("Replacement Letters of
Credit") in the amounts set forth below for the account of Lion Oil, naming
The First National Bank of Chicago as beneficiary, and shall execute and
deliver at or prior to the Closing letter of credit applications,
reimbursement agreements, and/or any other documents required by CNB in
connection therewith, each in form and substance satisfactory to CNB. The
face amount of each Replacement Letter of Credit with respect to each
Shareholder shall be as follows:
Amount of
Shareholder Replacement Letters of Credit
----------- -----------------------------
Utsler $ 144,300
Brownlie $ 88,925
Wallace $ 88,925
Armstrong $ 88,925
Bander $ 88,925
The foregoing documents to be executed and delivered by the Shareholders with
respect to the Replacement Letters of Credit are hereinafter referred to
collectively as the "Replacement Letter of Credit Documents." Upon execution
and delivery of the Replacement Letter of Credit Documents, the First
National Bank of Chicago shall execute and deliver to Corporation a release
of the Corporation with respect to the Lion Oil Letter of Credit.
3
<PAGE>
8. INCREASED LIABILITY FOR NORTHERN PLAZA LOAN. Brownlie, Wallace,
Armstrong, Bander, and the Corporation are general partners of Northern Plaza
Partnership, a Colorado general partnership ("Partnership"). On May 15,
1996, CNB made an unsecured $2,300,000 loan to the Partnership and its
general partners ("Northern Plaza Loan"). The general partners' liability to
CNB as co-makers of the Northern Plaza Loan is limited to their respective
partnership interests in the Partnership. In connection with the stock
liquidation pursuant to this Agreement, the Corporation shall assign to each
Shareholder (including Utsler) a portion of its partnership interest in the
Partnership (collectively "Assignments").
Each Shareholder's portion of the Corporation's partnership interest in the
Partnership after the execution of the Assignments shall be as follows:
Shareholder Partnership Interest
----------- --------------------
Utsler 6.187%
Brownlie 3.812%
Wallace 3.812%
Armstrong 3.812%
Bander 3.812%
Each Shareholder acknowledges and agrees that his liability to CNB as a
co-maker of the Northern Plaza Loan will increase to a percentage equal to
his partnership interest in the Partnership after the Assignments. The
Shareholders and the Corporation shall execute and deliver to CNB at the
Closing an amendment to the Business Loan Agreement governing the Northern
Plaza Loan to reflect addition of Utsler as general partner, the adjustment
of the remaining Shareholders' partnership interests in the Partnership as a
result of the Assignments and releasing the Corporation from any liability
with respect to the Northern Plaza Loan ("Northern Plaza Loan Amendment").
The Shareholders, the Corporation, and the other general partners of the
Partnership shall at the Closing enter into an amendment to the partnership
agreement of the Partnership to adjust the general partners' partnership
interests in the Partnership to, among other things, reflect the Assignments
("Partnership Agreement Amendment").
9. METHOD OF PAYMENT. The liquidation price shall be paid by the
Corporation to the Shareholders at the Closing by making a distribution in
kind of the assets of the Corporation to each Shareholder in an amount equal
to his Ownership Interest in the Corporation as follows:
(a) CASH PAYMENTS. Each Shareholder shall be entitled to receive
an amount which is equal to each Shareholder's Ownership Interest in the
revised fair market value of assets as of the Valuation Date, consisting of
cash, mutual funds
4
<PAGE>
payable, and accounts receivable of $203,386 less $239 for accounts payable
(collectively "Cash Payments"). The Corporation shall deliver to each
Shareholder a check reflecting the Cash Payments in the amounts set forth
below:
Shareholder Cash Payments
----------- -------------
Utsler $58,627
Brownlie $36,130
Wallace $36,130
Armstrong $36,130
Bander $36,130
(b) SHARES OF STOCK AND WARRANTS. By delivery of the following
shares of stock and warrants (collectively "Shares"):
(1) Each Shareholder shall be entitled to receive a stock
certificate issued in the name of the Shareholder, representing the number of
shares equal to each Shareholder's Ownership Interest in the Corporation's
1,459,432 shares of $0.03 par value common stock of Grease Monkey, valued at
$612,961 on the Valuation Date. The number of shares of Grease Monkey common
stock and the value of such stock with respect to each Shareholder's
Ownership Interest is as follows:
Shares of
Grease Monkey Value
Shareholder Common Stock of Shares
----------- ------------- ---------
Utsler 421,192 $176,901
Brownlie 259,560 $109,015
Wallace 259,560 $109,015
Armstrong 259,560 $109,015
Bander 259,560 $109,015
(2) Each Shareholder shall be entitled to receive a stock
certificate issued in the name of the Shareholder, representing the number of
shares equal to each Shareholder's Ownership Interest in the Corporation's
3,740 shares of Class C preferred stock of Grease Monkey, valued (along with
accrued dividends) at $72,845 on the Valuation Date. The number of shares
Class C preferred stock, the number of shares of common stock underlying
these shares of preferred stock plus accrued dividends, and the valuation of
these shares of common stock with respect to each Shareholder's Ownership
Interest in the Class C shares of preferred stock of Grease Monkey is as
follows:
5
<PAGE>
SHARES OF
COMMON STOCK VALUE OF CLASS C
SHARES OF CLASS C UNDERLYING CLASS C SHARES OF
SHAREHOLDER PREFERRED STOCK PREFERRED STOCK PREFERRED STOCK
----------- ----------------- ------------------ ----------------
Utsler 1,079.36 50,056 $21,023
Brownlie 665.16 30,846 $12,956
Wallace 665.16 30,846 $12,956
Armstrong 665.16 30,846 $12,956
Bander 665.16 30,846 $12,956
(3) Each Shareholder shall be entitled to receive a warrant
issued in the name of the Shareholder, representing the right to purchase
shares of $0.03 common stock of Grease Monkey equal to each Shareholder's
Ownership Interest in the Corporation's right to purchase 500,000 shares of
common stock of Grease Monkey at an exercise price of $1.50 per share, valued
at $0 on the Valuation Date as follows:
SHAREHOLDER WARRANT
----------- -------
Utsler 144,300
Brownlie 88,925
Wallace 88,925
Armstrong 88,925
Bander 88,925
(4) Each Shareholder shall be entitled to receive a stock
certificate issued in the name of the Shareholder representing the number of
shares equal to each Shareholder's Ownership Interest in 125 shares of common
stock of Continental Ozark valued at $675,000 on the Valuation Date. The number
of shares of Continental Ozark stock and the value of such stock with respect to
each Shareholder's Ownership Interest is as follows:
6
<PAGE>
SHARES OF
CONTINENTAL OZARK VALUE
SHAREHOLDER COMMON STOCK OF SHARES
----------- ------------ ---------
Utsler 36.08 $194,805
Brownlie 22.23 $120,049
Wallace 22.23 $120,049
Armstrong 22.23 $120,049
Bander 22.23 $120,049
(c) ASSIGNMENTS OF PARTNERSHIP INTEREST. By delivery of an
assignment of partnership interest by the Corporation to each of the
Shareholders (collectively "Assignments of Partnership Interest") of an amount
which is equal to each Shareholder's Ownership Interest in the Corporation's
21.435 percent interest in the Partnership which is set forth below:
SHAREHOLDER PARTNERSHIP INTEREST
----------- --------------------
Utsler 6.187%
Brownlie 3.812%
Wallace 3.812%
Armstrong 3.812%
Bander 3.812%
10. FILING OF AMENDMENT TO SCHEDULE 13D. Each Shareholder acknowledges
that he shall be required to file an Amendment to Schedule 13D within 10 days
after his acquisition of the Shares consisting of Grease Monkey common stock,
preferred stock and warrants pursuant to Paragraph 9 of this Agreement.
11. AUTHORIZATION FOR CORPORATE ACTION. At or prior to the Closing, a
joint meeting of the Corporation's shareholders and directors shall be called
at which all of the shareholders of the Corporation shall vote in favor of
the following:
(a) the ratification of this Agreement and a direction to the
officers of the Corporation that the terms hereof be fulfilled;
(b) a resolution authorizing the liquidation and dissolution of the
Corporation pursuant to this Agreement and the execution and filing of all
necessary certificates with the Secretary of State to accomplish such
dissolution; and
(c) all other resolutions that counsel for the Corporation may deem
advisable in order to carry out the purposes and intent of this Agreement.
7
<PAGE>
All resolutions and documents shall meet with the approval of counsel for
the Shareholders.
12. REPRESENTATIONS OF SHAREHOLDERS. Each Shareholder represents and
warrants as follows: (a) that he is the sole owner of the shares of the
Corporation to be redeemed by him hereunder, (b) that all of such shares are
free and clear of liens or encumbrances of any kind, and (c) that he is free
to make the transfer to the Corporation without restriction or qualification.
13. REPRESENTATIONS OF THE CORPORATION. The Corporation represents and
warrants that the cancellation of its shares pursuant to this Agreement is
not in violation of any corporate or other law to which it is subject.
14. CLOSING.
(a) Whenever in this Agreement reference is made to the "Closing,"
it shall mean the closing to be held at the office of counsel for the
Shareholders at 10:00 a.m. on the Closing Date.
(b) At the Closing, each Shareholder shall execute and deliver to
the Corporation the following:
(1) his certificates representing shares in the Corporation,
duly endorsed in blank for transfer, together with all
necessary transfer stamps;
(2) the Replacement Loan Documents to which he is a party;
(3) the Replacement Letter of Credit Documents to which he is a
party;
(4) the Northern Plaza Loan Amendment;
(5) the Assignment to which he is a party; and
(6) the Partnership Agreement Amendment.
(c) At the Closing, the Corporation shall execute and/or deliver to
the Shareholders the following:
(1) the Cash Payments;
(2) the Shares;
8
<PAGE>
(3) the Assignments; and
(4) the Partnership Agreement Amendment.
15. CESSATION OF BUSINESS. After the Closing, the Corporation shall not
engage in any business activities, except for the purpose of preserving the
value of its assets, adjusting and winding up its business and affairs, and
distributing its assets in accordance with this Agreement.
16. ADDITIONAL DOCUMENTS. The Corporation and each Shareholder shall
execute all additional instruments that may be reasonably required by counsel
for the Corporation and for the Shareholders in order to carry out the
purposes and intent of this Agreement and to fulfill the obligations of the
Corporation and the Shareholders hereunder.
17. NOTICES. All notices, certifications, and other documents required
to be given to a Shareholder shall be deemed to have been properly delivered
if given to such Shareholder at his address for notices given below.
18. MODIFICATION. This Agreement may not be modified or terminated
orally and no modification, termination, or attempted waiver shall be valid
unless in writing and signed by the party against whom the same is sought to
be enforced.
19. BINDING EFFECT. This Agreement shall bind and inure to the benefit
of the parties hereto, their personal representatives, successors, and
assigns.
20. ENTIRE AGREEMENT. This Agreement supersedes all prior agreements
between the parties relating to its subject matter. There are no other
understandings or agreements between them concerning the subject matter.
21. NON-WAIVER. No delay or failure by a party to exercise any right
under this Agreement, and no partial or single exercise of that right, shall
constitute a waiver of that or any other right, unless otherwise expressly
provided herein.
22. HEADINGS. Headings in this Agreement are for convenience only and
shall not be used to interpret or construe its provisions.
23. GOVERNING LAW. This Agreement shall be construed in accordance with
the laws of the State of Colorado.
24. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
9
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this Agreement
effective as of the day and year first set forth above.
Corporate Seal FIRST OF SEPTEMBER CORPORATION,
Attest: a Colorado corporation
By: /s/ TERRY A. AMALFITANO By: /s/ REX L. UTSLER
------------------------------ ------------------------------
Terry A. Amalfitano, Secretary Rex L. Utsler, President
/s/ RAY O. BROWNLIE
----------------------------------
Ray O. Brownlie
Address for Notices:
Brownlie, Wallace, Armstrong and
Bander Exploration
475 Seventeenth Street, Suite 1300
Denver, Colorado 80202
/s/ JAMES B. WALLACE
----------------------------------
James B. Wallace
Address for Notices:
Brownlie, Wallace, Armstrong and
Bander Exploration
475 Seventeenth Street, Suite 1300
Denver, Colorado 80202
10
<PAGE>
/s/ JERRY D. ARMSTRONG
----------------------------------
Jerry D. Armstrong
Address for Notices:
Brownlie, Wallace, Armstrong and
Bander Exploration
475 Seventeenth Street, Suite 1300
Denver, Colorado 80202
/s/ J. H. BANDER
----------------------------------
J. H. Bander
Address for Notices:
Brownlie, Wallace, Armstrong and
Bander Exploration
475 Seventeenth Street, Suite 1300
Denver, Colorado 80202
/s/ REX L. UTSLER
----------------------------------
Rex L. Utsler
Address for Notices:
7564 South Salida Court
Aurora, CO 80016
11
<PAGE>
EXHIBIT A
TO
LIQUIDATION AND DISSOLUTION AGREEMENT
OF FIRST OF SEPTEMBER CORPORATION
Balance Sheet dated January 1, 1997
Attached
<PAGE>
First September Corporation
Liquidation
1997
Brownlie,
Wallace,
FMV Armstrong &
1/1/97 Bander Utsler
FOSC 17.785 each 28.86
Cash 7,305 1,299 2,108
Mutual Funds-CNB 196,029 34,864 56,574
Other Accounts Receivable 52 9 15
Total Current Assets 203,386 36,172 58,697
Investment in GMHC (1,459,432 SH) 612,961 109,015 176,901
Investment in GMHC preferred stock 62,832 11,175 18,133
Preferred stock dividend receivable 10,013 1,781 2,890
Warrants- GMHC ($1.50 per share) 0 0 0
Investment in Cont. Ozark Holding 675,000 120,049 194,805
Total Assets 1,564,192 278,192 451,426
Accounts Payable 239 43 69
Line Payable - Bank of Denver 0 0 0
Long Term Credit Line Payable-CNB 900,000 160,065 259,740
Total Liabilities 900,239 160,108 259,809
Stockholders' Equity:
Common Stock, 309,250 SH o/s 34,300 6,100 9,899
Additional Paid-In Capital 70,200 12,485 20,260
Retained Earnings 1,954,079 347,533 563,947
Less cost of treasury stock (514,250) (91,459) (148,413)
Total Stockholders' Equity 1,544,329 274,659 445,693
Net Difference cost vs FMV (880,376) (156,575) (254,076)
Total Liabilities & SE 1,564,192 278,192 451,426
SHARES OF STOCK:
CONTINENTAL OZARK 125 22.23 36.08
GREASE MONKEY COMMON 1,459,432 259,560 421,192
GREASE MONKEY PREFERRED 173,440 30,846 50,056
