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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
UNICORP, INC.
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
904-661-20-4
(CUSIP Number)
L. MYCHAL JEFFERSON II
600 TRAVIS, SUITE 6500
HOUSTON, TEXAS 77002
(713) 229-9100
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
DECEMBER 31, 1997
(Date of Event which Requires Filing 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 filing 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 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 the
disclosures provided in a prior cover page.
The information required in 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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CUSIP NO. 904-661-20-4 13 D
- -------------------------------------
- -------------------------------------------------------------------------------
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
1 L. MYCHAL JEFFERSON II
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) | |
2
(B) | |
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SEC USE ONLY
3
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SOURCE OF FUNDS
4 OO EXCHANGE OF COMMON STOCK OF THE LAISSEZ-FAIRE GROUP, INC.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) | |
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6 TEXAS
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NUMBER OF SOLE VOTING POWER
SHARES
BENEFICIALLY 7 940,000
OWNED ---------------------------------------
BY EACH SHARED VOTING POWER
REPORTING PERSON 8
WITH -0-
---------------------------------------
SOLE DISPOSITIVE POWER
9
-0-
---------------------------------------
SHARED DISPOSITIVE POWER
10
-0-
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
940,000
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES | |
12
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 94 PERCENT
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14 TYPE OF REPORTING PERSON
IN
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ITEM 2. IDENTITY AND BACKGROUND.
L. Mychal Jefferson II is an investor who has his principal office and
place of business at 600 Travis, Suite 6500, Houston, Texas 77002. During the
last five years, such person has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors). During the last five
years, such person was not a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction enjoining future violations of, or
prohibiting or mandating activities subject to federal or state securities laws
or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The consideration for the common stock of the Issuer acquired by the
reporting person was an exchange of all of his shares of the common stock in The
Laissez-Faire Group, Inc., a Texas corporation.
ITEM 4. PURPOSE OF TRANSACTION.
On December 15, 1997, the Issuer executed an Agreement and Plan of
Reorganization (the "Agreement") with the reporting person, the sole shareholder
of The Laissez-Faire Group, Inc., a Texas corporation ("Laissez-Faire"), whereby
the Issuer, in a tax-free exchange, agreed to acquire all of the outstanding
shares of the capital stock of Laissez-Faire in exchange for shares of the
Issuer's common stock. The Agreement closed on December 31, 1997. Pursuant to
the terms of the Agreement, the capitalization of the Issuer on December 15,
1997 consisted of 50,000,000 shares of common stock, having a par value of $0.01
per share, with 16,377,951 shares outstanding. The Agreement called for the
Issuer to perform a 273 to 1 reverse split of its shares of common stock and to
amend it Articles of Incorporation to provide for authorized common stock of
100,000,000 Class A shares, par value of $0.01 per share, 50,000,000 Class B
shares, par value $0.01 per share, and 10,000,000 Class C shares, par value
$0.01 per share, and authorized preferred stock of 25,000,000 shares, par value
of $100 per share, of which 530,000 shares of the Class C Common Stock were to
be issued to the reporting person and approximately 60,000 shares of the Class A
Common Stock were to be outstanding in the then existing stockholders on the
closing date of the Agreement. However, at the time of the closing of the
Agreement, the Issuer did not have the requisite capital structure in place to
issue to the reporting person the Class C Common Stock. The necessary change in
the Issuer's Articles of Incorporation will have to occur by vote of the
stockholders of the Issuer at a later date. In the meantime, the reporting
person agreed to take 940,000 shares of the common stock of the Issuer in
exchange for all of his common stock in Laissez-Faire, so that after the
closing, the reporting person owns 94 percent of the issued and outstanding
shares of the common stock of the Issuer. As a result of such exchange,
Laissez-Faire has become a wholly-owned subsidiary of the Issuer. Moreover, as a
result of the Agreement, the reporting person has become a director of the
Issuer and Chief Executive Officer, President, Secretary and Chief Financial
Officer of the Issuer. It is anticipated that the Board of Directors of the
Issuer will be enlarged and new members will be added. However, no change to the
board will take place until a meeting of the stockholders has passed on any such
change. The Issuer proposes to change its name to U.S. Refining and
Petrochemicals, Inc. The change in the name of the Issuer will likewise call for
a vote of the stockholders. The Issuer expects to change the focus of its
operations to a petroleum refining and distribution business.
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On January 20, 1998, the Board of Directors of the Issuer voted to
effectuate a reverse split of the outstanding shares of the common stock of the
Issuer, so that thereafter, for every 273 shares of the common stock of the
Issuer held by a stockholder of the Issuer, such stockholder shall now hold one
share of the common stock of the Issuer. There were no fractional shares issued
or cash paid in lieu of fractional shares, and consequently, all shares received
as a result of the reverse split were rounded up to nearest whole share. No vote
of the stockholders was necessary to implement the change. After taking into
account the reverse split, the reporting person as a result of Agreement owned
940,000 shares of the common stock of the Issuer as of January 20, 1998.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The reporting person owns 940,000 shares of the common stock of the
Issuer. The reporting person has the sole voting power with respect to such
shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
See Item 4.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following exhibit is attached to this report:
1. Agreement and Plan of Reorganization dated December 15, 1997, by and
between the Issuer and the shareholder of The Laissez-Faire Group, Inc.
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.
/s/ L. Mychal Jefferson II
------------------------------
L. MYCHAL JEFFERSON II
Dated: March 11, 1998.
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EXHIBIT 1
----------------------------
UNICORP INC.
AND
THE LAISSEZ-FAIRE GROUP,
INC.
AGREEMENT AND PLAN
OF REORGANIZATION
DATED DECEMBER 15, 1997
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INDEX
Page
Exchange of Shares 1
Delivery of Shares 1
Representations and Warranties of Acquired and Stockholders 2
Representations and Warranties of Acquirer 5
Affirmative Covenants of Acquired and Stockholders 7
Closing 8
Conditions Precedent to Obligations of Acquired and Stockholders 8
Conditions Precedent to Obligations of Acquirer 10
Indemnification 11
Nature of Representations and Warranties 11
Documents at Closing 12
Miscellaneous 12
EXHIBITS
A. Shares Owned by Stockholders and Shares to be Received in Exchange
B. Acquired financial statement at December 31, 1997
C. Articles and By-Laws of Acquirer
D. Acquirer's Bank Accounts
E. Nominees for Election to Acquirer's Board of Directors
F. Form of Investment Letter
SCHEDULES
I. AS TO ACQUIRED
1. Material Agreements
2. Licenses, Trademarks, Trade Names, Etc.
3. Acquired Capitalization
II. AS TO ACQUIRER
4. Litigation Liabilities of Acquirer not Disclosed in Statements
5. Material Agreements
6. Exceptions to Compliance with Laws and Regulations
7. Issuance of Securities not reflected in the Statement
8. Acquirer's Expenses
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AGREEMENT AND PLAN OF REORGANIZATION
This Agreement and Plan of Reorganization ("Agreement") is made and entered into
this 15th day of December, 1997, by and among Unicorp, Inc., a Nevada
corporation (hereinafter referred to as "Acquirer"), The Laissez-Faire Group,
Inc., a Texas corporation hereafter referred to as "Acquired") and L. Mychal
Jefferson II (hereinafter collectively referred to as the "Stockholders").
RECITALS:
The Stockholders own all of the issued and outstanding shares of Acquired common
stock. Acquirer desires to acquire all of the issued and outstanding common
stock of Acquired, making Acquired a wholly-owned subsidiary of Acquirer, and
Stockholders desire to exchange all of their shares of Acquired common stock for
shares of Acquirer's issued and outstanding common stock. It is the intention of
the parties hereto that: (i) Acquirer shall acquire all of the issued and
outstanding common stock of Acquired in exchange solely for the number of shares
of Acquirer's authorized but unissued common stock set forth below (the
"Exchange"); (ii) the Exchange shall qualify as a tax-free reorganization under
Section 368(a)(1)(b) of the Internal Revenue Code of 1986, as amended, and
related sections thereunder; and (iii) the Exchange qualify as a transaction in
securities exempt from registration of qualification under the Securities act of
1933, as amended, and under the applicable securities laws of each state or
jurisdiction where the Stockholders reside.
NOW THEREFORE, for the mutual consideration set out herein, the parties hereto
agree as follows:
1. EXCHANGE OF SHARES
Acquirer and Stockholders agree that on the Closing Date (as hereinafter
defined) Stockholders will exchange all of the issued and outstanding shares of
the common stock of Acquired 530,000 Class C shares presently outstanding) for
530,000 shares of Class C common (the "Shares") of Acquirer's stock $.01 par
value per shares (Class C Common Stock"). The number of Shares of Acquired
common stock owned by each Stockholder and the number of shares of Acquirer's
common stock which each will receive in the Exchange is set forth in Exhibit
"A", which is attached hereto and made a part hereof.
2. DELIVERY OF SHARES
On the Closing Date, Stockholders will deliver to Acquirer the certificates
presenting all of the outstanding shares of Acquired common stock, duly endorsed
(or with duly executed stock powers) so as to make Acquirer the sole owner
thereof, free and clear of all claims and encumbrances. Simultaneously, on the
Closing Date, Acquirer will deliver the certificates representing the Shares to
the Stockholders. The Exchange shall not be effected unless all of Acquired
Stockholders execute this Agreement and all shares of Acquired outstanding
common stock are delivered to Acquirer on the Closing Date.
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3. REPRESENTATIONS AND WARRANTIES OF ACQUIRED AND STOCKHOLDERS
The Acquired and the Stockholders, jointly and severally, as a material
inducement to Acquirer to enter into this Agreement and consummate the
transactions contemplated hereby, make the following representations and
warranties to Acquirer, which representations and warranties are true and
correct at this date, and will be true and correct in all material respect on
the Closing Date:
3(A). SECURITIES HOLDERS. The Stockholders listed on Exhibit "A" are the owners,
of record and beneficially, of al of the issued and outstanding shares of
Acquired common stock.
3(B) FINANCIAL STATEMENTS. Exhibit "B" which will be inserted into this
Agreement at the Closing, will contain copies of unaudited Financial Statements
of Acquired at December 31, 1997 including balance sheets, income statements
(the Financial Statements").
The Financial Statements will fairly present the consolidated financial
condition of Acquired as of the date thereof and the consolidated results of its
operations for the periods covered. The Financial Statements will have been
prepared in accordance with generally accepted accounting principles,
consistently applied, except as otherwise state therein.
3(C) UNDISCLOSED LIABILITIES. At the Closing Date Acquired: (i) will have no
liabilities or obligations of any nature, fixed or contingent, matured or
unmatured, which are not shown or otherwise provided for in the Financial
Statements except for liabilities and obligations arising in the ordinary course
of business, none of which is materially adverse, and (ii) all reserves
established by Acquired and set forth in the Financial Statements will be
adequate and there will be no material loss contingencies (as such term is used
in Statement of Financial Account Standard No. 5 of the Financial Accounting
Standards Board) which are not adequately provided for.
3 (D) ABSENCE OF CHANGES. Since the date of the Financial Statements, Acquired
business has been operated in the ordinary course and there has not been (i) Any
material adverse change in the condition (financial or otherwise), assets,
liabilities, earnings, net worth, business or prospects of Acquired for such
period, in the aggregate, or at any time during such period: (ii) Any damage,
destruction of loss (whether or not covered by insurance) materially adversely
affecting the Acquired or its businesses; (iii) Any declaration setting aside,
or paymet of any dividend or other distribution in respect of any shares of
Acquired, or any direct or indirect redemption, purchase or other acquisition of
such stock: (iv) Any issuance or sale by Acquired or agreement to sell any of
its securities; or (v) Any statute, rule, regulation or order adopted (including
orders of regulatory authorities with jurisdiction over Acquired or its
Business) which materially adversely affects Acquired or its business.
3 (E) LITIGATION, ETC. There are no actions, suits, claims, investigations or
legal or administrative or arbitration proceedings pending or threatened against
Acquired, its assets or business, whether at law or in equity, or before or by
any federal, state municipal, local, foreign or other government department,
commission, board, bureau, agency or instrumentality; nor does the Acquired know
of a threat of such litigation or any basis for any such action, suit, claim,
investigation or proceeding.
3 (F) COMPLIANCE, GOVERNMENTAL AUTHORIZATIONS. Acquired has complied with all
Federal, state, local, or foreign laws, ordinances, regulations and orders
applicable to its business, including without
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limitation, federal and state securities laws which if not complied with would
materially and adversely affect the business of Acquired. Acquired has all
federal, state, local and foreign governmental licenses and permits necessary in
the conduct of its business, and such licenses and permits are in full force and
effect, and Acquired knows of no violations of any suit licenses or permits, and
no proceedings are pending or threatened to revoke or limit the use of such
license and permits.
3 (G) DUE ORGANIZATION, ETC. Acquired is a corporation's duly organized, validly
existing and in good standing under the laws of the State of Texas and is
qualified to do business and in good standing in each state where it is required
to be so qualified and such qualification is material to its business. Acquired
has the power to own its properties and assets and to carry on its business as
now presently conducted.
3 (H) TAX MATTERS. Acquire has filed all federal, state and local tax or related
return and reports due or required to be filed, which reports accurately reflect
in all material respect the amount of taxes due. Acquired has paid all amounts
of taxes or assessments which would be delinquent if not paid as of the date of
this agreement, other than taxes or charges being contested in good faith or not
yet finally determined.
3 (I) AGREEMENTS, ETC. Schedule 1 contains a true and complete list and brief
description of all written or oral contracts, agreements, mortgages,
obligations, understandings, arrangements, restrictions and other instruments to
which Acquired is party or by which Acquired or its assets may be bound. True
and Correct copies of all items set forth on Schedule 1 have been or will be
made available to Acquirer prior to Closing. No event has occurred which
(whether with or without notice lapse of time or the happening or occurrence of
any other event) would constitute a default under any of the agreements set
forth in Schedule 1.
3 (J) TITLE TO PROPERTY AND RELATED MATTERS. Acquired has good and marketable
title fee and clear of any liens of encumbrances to all the properties, interest
in properties and assets real personal and mixed, reflected as being owned by it
on the Financial Statements or acquired by it after the date of the Financial
Statements, of any kind or character, there are no liens for current taxes not
yet delinquent. Except for matters, which may arise in the ordinary course of
business, the Acquired assets are in good operating condition and repair. To the
best of knowledge of the Acquired, there does not exist any condition, which
materially interferes with the use thereof in the ordinary course of Acquired
business.
3 (K) CORPORATE RECORDS. The corporate records, minute books, and other
documents and records of Acquired are complete and correct. Acquirer shall have
the right to review all corporate records of Acquired prior to the Closing Date.
3 (L) LICENSES, TRADEMARKS, TRADE NAMES, ETC. There is no pending or threatened
claim or litigation against Acquired contesting the right to use any of the
trademarks, trade names and know how or validity of any of the licenses,
copyrights and patents or asserting the misuse of any thereof, nor has there
ever been any such claim or litigation.
3 (M) AUTHORIZATION BY THE ACQUIRED. This Agreement constitutes a valid and
binding agreement of the Acquired, enforceability may be limited by applicable
bankruptcy, insolvency, moratorium, and
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other similar laws relating to limiting or affecting the enforcement of
creditors, rights generally; and neither the execution and delivery of this
Agreement nor the consummation by the Aquiree of the transaction contemplated
hereby, nor compliance with any of the provisions hereof, will violate any
statue, law rule or regulation or any order writ, injunction or decree of any
court or governmental authority or violate or conflict with other constitute a
default under (or give rise to any right of termination, cancellation or
acceleration under) the terms or conditions or provisions of any note, bond,
lease mortgage, obligation agreement, understanding, arrangement or restriction
of any kind to which Acquired is a party or by which Acquired or its properties
may be bound. No consent or approval of any governmental authority is required
in connection with the execution and delivery by the Acquired of this Agreement
or the consummation of the transactions contemplated hereby.
3 (N) CORPORATE AUTHORIZATIONS. Acquired is authorized to enter into this
Agreement and have taken all corporate action necessary to authorize the
execution of this Agreement and consummation of the transactions contemplated
herein. The execution, delivery and performance of this Agreement by Acquired
will not be in conflict with or constitute a default under any provisions of
applicable law, Acquired Article of Incorporation or By-Laws, or any agreement
or instrument to which the Acquired is a party or by which it its assets are
bound.
3(O) CAPITALIZATION. The authorized capitalization of Acquired is as set forth
in Schedule 2. Except as set forth in said Schedule 2, there are no outstanding
or presently authorized securities, warrants, preemptive rights, subscription
rights, options or related commitments of any nature to issue any of Acquired
securities which are not reflected in the Financial Statement or in Schedule 2.
3(P) FULL DISCLOSURE. Acquired has, and at the Closing Date will have, disclosed
to Acquirer all events, conditions and facts materially affecting the business
and prospects of Acquired; and the Acquired has not and will not have, at the
Closing Date, withheld disclosure of any events, conditions and facts which it
may have knowledge of, or have reasonable grounds to know, may materially,
adversely affect the business and prospects of Acquired.
3 (Q) BROKERAGE FEES. The Acquired has not incurred, nor will it incur any
liability for brokerage or finder's fee or similar charges in connection with
this Agreement or any of the transactions contemplated hereby.
3(R) EMPLOYMENT AGREEMENTS. Acquired has entered into employment agreements
("Employment Agreements") with Messrs. L. Mychal Jefferson II, and contains such
terms as are consistent with the terms of his employment prior to the date
hereof. True and correct copies of the Employment Agreement have been or will be
made available to Acquirer prior to Closing.
3(S) SHARE OWNERSHIP. The shares of Acquired common stock to be exchanged for
the Shares in the Exchange are owned of record and beneficially, by the
respective stockholders of Acquired as specified on Exhibit "A", free and clear
of all liens and encumbrances of any kind and nature and have not been sold,
pledged, assigned or otherwise transferred except pursuant to this Agreement.
3(T) AUTHORITY TO ENTER INTO AGREEMENT. Each Stockholder has the full right,
power and authority to execute and deliver this Agreement. And perform its
obligations hereunder.
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3(U) OBLIGATION. This Agreement constitutes a valid and legally binding
obligation of each Stockholder, and neither the execution of this Agreement, nor
the consummation of the transactions contemplated hereby, will constitute a
violation of or default under, or conflict with, any judgment, decree, statue or
regulation of any governmental authority applicable to such Stockholder or any
contract, commitment, agreement or restriction of any kind to which such
Stockholder is a party or by which it or its assets are bound. The execution and
delivery of this Agreement does not, and the consummation of the transactions
described herein will not, violate applicable law, or any mortgage, lien,
agreement, indenture, lease or understanding (whether oral or written) of any
kind outstanding relative to such Stockholder.
3(V) APPROVALS REQUIRED. No approval, authorization, consent, order or other
action of, or filing with any person, firm or corporation of any court,
administrative agency or other governmental authority is required in connection
with the execution and delivery by the Stockholders of this Agreement or the
consummation of the transaction described herein, except as disclosed herein an,
except to the extend that the parties are required to file reports in accordance
with revelant regulations under Federal and state securities laws.
4. REPRESENTATIONS AND WARRANTIES OF ACQUIRER
Acquirer, as a material inducement to Acquired and Stockholders to enter
into this Agreement and Consummate the transactions contemplated hereby, makes
the following representations and warranties go Acquired and Stockholders, which
representations are true and correct at this date, and will be true and correct
on the Closing Date as though made on as of such date:
4(A) SHARES OF COMMON STOCK. The Shares to be delivered to the
Stockholders at Closing will be valid and legally issued shares of Common Stock,
free and clear of all liens, encumbrances, and preemptive rights, and will be
fully paid on non assessable shares.
4(B) DUE AUTHORIZATION, ETC. This Agreement has been duly authorized,
executed and delivered by Acquirer, and constitutes a legal, valid, and binding
obligation no consent or other governmental authority is required by Acquirer
for the execution, delivery or performance of this Agreement by Acquirer; no
consent of any party to any contrary or agreement to which Acquirer is a party
of by which any of its property or assets are subject is required for the
execution, delivery prior performance of this Agreement by "Acquirer.
4(C) FINANCIAL STATEMENTS. Acquirer has delivered to Acquired its
unaudited financial statements at December 31, 1997 (the "Statements"), The
Statements and accurately reflect the financial condition of the Acquirer as of
the dates thereof and the results of operations for the periods reflected
therein. The Statements have been prepared in accordance with generally accepted
accounting principles, consistently applied, except as otherwise state therein;
and the books and records, financial and others, of Acquirer are in all material
respects complete and correct and have been maintained in accordance with good
business and accounting practices.
4(D) FINANCIAL STATEMENTS. Undisclosed Liabilities. Except as set
forth in Schedule 3, Acquirer: (i) has no material liabilities or obligations
of any nature, fixed or contingent, matured or unmatured, which are not shown
or otherwise provided for in the Statements; and (ii) all reserves
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established by Acquirer and set forth in the Statements are adequate and there
are no material loss contingencies (as such term is used in Statement of
Financial Accounting Standard No. 5 of the Financial Accounting Standards Board)
which are not adequately provided for.
4(E) MATERIAL ADVERSE CHANGE. Since the date of the Statements, there
has not been, and as of the Closing Date there shall not have been, any material
changes in the Acquirer's condition (financial or otherwise) or liabilities
(absolute, contingent or otherwise), whether or not arising from transitions in
the ordinary course of business; provided however, that the parties have agreed
that the financial position of Acquirer will change to the extent that Acquirer
incurs costs in connections with the transactions contemplated by this
Agreement.
4(F) LITIGATION, ETC. There are no actions, suits, claims,
investigations or legal or administrative or arbitration proceedings pending or
threatened against Acquirer, its assets or business, whether at law or in
equity, or before or by any Federal, state municipal, local, foreign or other
governmental department, commission, board, bureau, agency or instrumentality;
nor does the Acquirer know or have any reason to know of a threat of such
litigation or any basis for any such action suit, claim, investigation or
proceedings.
4(G) DUE ORGANIZATION, ETC. Acquirer is a corporation duly organized,
validly existing and in good standing under the laws of the State of Nevada, is
qualified to do business and in good standing in each state where it is required
to be qualified and such qualification is material and has the corporate power
to own its property and to carry on its business as now being conducted. The
Articles of Incorporation and By-Laws of Acquirer, as will be in effect on the
Closing Date, are attached hereto as Exhibit "C" and are made a part hereof.
4(H) TAX MATTERS. Acquirer has filed all Federal, state and local, tax
or related returns and report due or required to be filed, which reports
accurately reflect in all material respects the amount of taxes due Acquirer has
paid all taxes or assessments which have become due other than taxes or charges
being contested in good faith or not finally determined
4(I) AGREEMENTS, ETC. Acquirer has not breached, nor is there any
pending or threatened claims or any legal basis for a claim that Acquirer has
breached, nor has an event occurred which with the passing of time would
constitute a breach of any of the terms or conditions of any agreements,
contracts or commitments to which Acquirer is a party or by which Acquirer or
its assets are bound. A list of all Acquirer/s material contracts, agreements or
commitments (whether oral or written) is set forth on Schedule 2 and true and
correct copies of all such contracts and agreements have been delivered by
Acquirer to Acquired on or prior to the Closing Date. The execution, delivery
and performance of this Agreement by Acquirer will not be in conflict with or
constitute a default under any provisions of applicable law, Acquirer's Articles
of Incorporation or By-Laws, or any agreement or instrument to which Acquirer is
a party or by which it or its assets are bound.
4(J) CAPITALIZATION. The capitalization of Acquirer consists of
50,000,000 authorized common stock, $.001 par value per share, 16,377,951
outstanding. Unicorp will perform a 273 to 1 reverse spit and amend it Articles
of Incorporation to authorized common stock of 100,000,000 Class A shares $.01
par value per share, 50,000,000 Class B shares $.01 par value per share,
10,000,000 Class C shares $.01 par value per share and 25,000,000 Prefer shares
$100.00 par value per share of which
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530,000 Class C and approximately 60,000 Class A will be outstanding on the
Closing Date. All outstanding shares of the Common Stock have been duly
authorized, validity issued, and are full-paid and non-assessable, and all such
shares were issued in complacence with all applicable federal and state
securities laws. There are not outstanding or presently authorized securities,
warrants, preemptive rights, subscription rights, options or related commitments
of any nature to issue any of Acquirer's securities, other than those stated in
the Articles of Incorporation.
4(K) DISCLOSURE OF MATERIAL FACTS. Acquirer has, and at the Closing Date
will have, disclosed to Acquired all events, conditions and facts materially
affecting the business and prospects of Acquirer; and Acquirer has not and will
not have, at the Closing Date, withheld disclosure of any events, conditions and
facts which it may have knowledge of, or have reasonable grounds to know may
materially, adversely affect the business and prospects of Acquirer.
4(L) CORPORATE RECORDS. The corporate financial records, minute books
and other documents and records of Acquirer are to be available to Acquired
prior to the Closing Date and turned over to new management in their entirety at
Closing. Such records are complete and correct and have been maintained in
accordance with good business and accounting practices.
4(M) STOCKHOLDERS LIST. Attached is Exhibit "D" is a true correct and
complete statement dated not more than 10 days prior to the date of this
Agreement, setting forth the names and addresses of Acquirer's stockholders.
4(N) TITLE TO ASSETS. Acquirer has good and marketable title to all of
its assets, free of any liens and encumbrances.
4(O) BANK ACCOUNTS. Exhibit "E" contains a complete list of all bank
accounts and safe deposit boxes of Acquirer together with the name of authorized
signatories over such accounts and boxes.
4(P) COMPLIANCE, GOVERNMENTAL AUTHORIZATIONS Acquirer has coupled in all
respects with all Federal state, local, or foreign laws ordinances regulations,
and orders applicable to its business including without limitation federal and
state securities laws applicable to all offerings prior to the Closing Date.
Acquirer has all Federal, state, local and federal governmental licenses and
permits material to and necessary in the conduct of its business, and such
licenses and permits are in full force and effect and no violations are or have
been recorded in respect of any such licenses of permits, and no proceedings are
pending or threatened to revoke or limit the use of such permits.
4(Q) BROKERAGE FEES. The Acquirer has not incurred, nor will it incur
any liability for brokerage or finder's fees or similar charges in connection
with this Agreement or any of the transactions contemplated hereby.
5. AFFIRMATIVE COVENANTS OF ACQUIRED AND STOCKHOLDERS
Acquired and Stockholders, jointly and severally covenant to Acquirer
(and its stockholders) that:
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5(A) They will comply with all of the undertakings of Acquirer set forth
in the Acquirer's Registration Statement as amended, including without
limitation, (I) causing Acquirer to use its best Efforts to register or qualify,
or maintain in effect the registration or qualification of, the shares of
Acquirer's common stock, delivered upon expense of the Acquirer's outstanding
warrants: (ii) causing the Acquirer to make all filings required under Section
13 and 15(d) of the Securities Exchange Act of 1934, as amended; (iii) preparing
and filing of a Form 10-K for fiscal year ended December, 31, 1997;(iv) filing
of a Current Report on Form 8-K reporting the completion of the transactions
contemplated by this Agreement (which includes the financial statements of
Acquired required to be included therein); and 5(v) they will cause the Acquirer
to file a Report of Sales of Securities and Use of Proceeds thereunder pursuant
to Rule 463 (Form SR) reporting the use of the proceeds from the Acquirer's
public offering;
5(B) They will use their best efforts within 90 days of Acquirer's
eligibility for listing with the NASD Automated Quotation System to cause the
Acquirer to file such forms with the National Association of Securities Dealers,
Inc. ("NASD") as are necessary to effect the quotation of Acquirer's securities
on the NASD Automated Quotation System;
5(C) They will deliver to Acquirer's former management the Form 8-K to
be filed to report the completion of this transaction so that Acquirer's former
management can review the descriptions contained therein of Acquirer and the
terms of the transactions contemplated by this Agreement;
5(D) They will deliver to Acquirer's former management, with a copy to
its counsel (at the addresses set forth herein), all reports, registration
statements and other documents, other than e exhibits, as filed with the SEC and
the NASD during the three year period commencing on the Closing Date; and
6. CLOSING
The Closing (the "Closing") shall take place upon such date (the Closing
Date") as the parties hereto may mutual agree upon, but shall be no later than
December 31, 1997. The closing shall take place at such place as may be mutually
agreed upon by the parties.
7. CONDITIONS PRECEDENT TO OBLIGATIONS OF ACQUIRED AND STOCKHOLDERS
All obligations of Acquired and stockholders under this Agreement are
subject to the fulfillment, prior to or on the Closing Date of each of the
following conditions:
7(A) The representation and warranties by or on behalf of Acquirer
contained in this Agreement or in any certificate or document delivered to
Acquired pursuant to this provisions hereof shall be true in all material
respects at and as of the time of losing as though such representations and
warranties were made at and as of such time.
7(B) Acquirer shall have performed and complied with all covenants,
agreements, and conditions required by this Agreement to be performed or
complied with by its prior to or at the Closing:
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7(C) The present Directors of Acquirer shall have caused the appointment
of all of Acquired nominees to the Board of Directors of Acquirer as directed by
Acquired and will make arranged for the resignation of the existing officers and
directors of Acquirer. The directors designated by Acquired for appointment are
set forth on Exhibit "F".
7(D) On the Closing Date, Acquirer shall have no liabilities or
obligations, fixed or contingent.
7(E) All instruments and documents delivered to Acquired and
Stockholders pursuant to the provisions hereof shall be reasonably satisfactory
to legal counsel for Acquired and Stockholders.
7(F) Acquirer shall have delivered to Acquired and Stockholders an
opinion of Aquiror's counsel, dated the Closing Date to the effect that:
(1) Acquirer is a corporation duly organized valid existing and
in good standing under the laws of the State of Nevada.
(2) Acquirer has the corporate power to carry on its business as
now being conducted.
(3) This agreement has been duly authorized, executed and
delivered by Acquirer and is a valid and binding obligation of Acquirer,
enforceable in accordance with its terms, except to the extent that
enforcement is limited by applicable bankruptcy, reorganization,
insolvency, moratorium, or similar laws affecting creditor' rights and
remedies generally or by general equity principles (and excepting
specific performance as a remedy);
Acquirer has taken all corporate action necessary for its due
performance under this Agreement
The execution and delivery by Acquirer of this Agreement an the
consummation of the transactions contemplated here by will not conflict
with or result in a breach of any provisions of Acquirer's Articles of
Incorporation or By-Laws or to the best of such counsel's knowledge
after inquiry and based upon information provided by Acquirer,
constitute a default under or give rise to a right of termination,
acceleration, or cancellation under any agreement under which Acquirer
or any of its properties are bound or violate any court order, writ or
decree of injunction applicable to Acquirer;
Such counsel does not know, after inquiry, of (a) actions suits
or other legal proceedings or investigations pending or threatened
against or relating to or materially adversely affecting Acquirer; and
(b) any unsatisfied judgment against Acquirer.
(7) The Authorized and, to such counsel's best knowledge after
inquiry, outstanding capitalization of Acquirer is as set forth in
Section 4(i) all of the outstanding shares of Acquirer's common stock
are validly issued, full-paid and non-assessable, without preemptive
rights, and to the best counsel's knowledge after inquiry, there are no
outstanding subscriptions, options, rights, warrants or other transfer
agreements (whether oral or written), other than as set forth in Section
4(j) of this Agreement.
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7(G) There shall be delivered to the Stockholders an officer's certificate,
signed by Henry Schullee, President and, Secretary, to the effect that all of
the representations and warranties of the Acquirer set forth herein are true and
complete in all material respects as of the closing date, and that the Acquirer
has complied in all material respects with its covenants and agreements set
forth here required to be complied with by the closing.
8. CONDITIONS PRECEDENT TO OBLIGATIONS OF ACQUIRER
All obligations of Acquirer under this Agreement are subject to the
fulfillment, prior to or on the Closing Date, of each of the following
conditions:
8(A) The representations and warranties by Acquired and Stockholders contained
in this Agreement or in any certificate or document delivered to Acquirer
pursuant to the provision hereof shall be true and all material respects at and
as of the time of Closing as though such representations and warranties were
made at and as of such time.
8(B) Acquired and Stockholders shall have performed and copied with all
covenants agreements, and conduits required by this Agreement to be performed or
complied with by it prior to or at the Closing;
8(C) Each of the Stockholders shall have delivered to Acquirer an "investment
letter" in the for attached as Exhibit "G" agreeing that the Shares are being
acquired for investment purposes only, and not with a view to public resale or
distribution.
8(D) Acquired shall have delivered all of the exhibits and schedules required
herein; including the Financial Statements, to Acquirer and such exhibits
schedules and Financial Statements shall have been acceptable to Acquirer, in
its sole and absolute discretion.
8(E) Acquired shall have delivered to Acquirer an opinion of counsel, dated the
Closing Date, to the effect that:
(1) Acquired is a corporation duly organized, validly existing
and in good standing under the laws of the State of Texas and is duly
qualified to do business in any jurisdiction where so required;
(2) Acquired has the corporate power to carry on its business as
now being conducted.
(3) This Agreement has been duly authorized, executed and
delivered by Acquired and Stockholders, and is a valid and binding
obligation of Acquired and Stockholders enforceable in accordance with
its terms, except to the extent that enforcement is limited by
applicable bankruptcy, reorganization, moratorium, insolvency or similar
laws after creditors' rights and remedies generally or by general equity
principal (and excluding specific performance as a remedy), including
limitations on enforcement by reason of fraudulent, conveyance and
corporate and other laws restricting indemnification by corporations
shareholders of a corporation, or its affiliates;
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(4) Except as referred to herein, such counsel knows, after
inquiry of (a) no actions suit or other legal; proceedings or
investigations pending or threatened against or relating to or
materially adversely affecting Acquired; and (b) no unsatisfied judgment
against Acquired;
(5) The execution and delivery by Acquired of this Agreement and
the consummation if the transaction contemplated hereby will not
conflict with or result in a breach of any provision of Acquired
Articles of Incorporation or By-Laws or, to the best of such counsel's
knowledge, after inquiry, and based upon information provided by
Acquired and their officers and directors, constitute a default under or
give rise to a right of termination acceleration or cancellation under
any agreement under which Acquired or any of its properties are bound or
violate any court order, writ or decree of injunction applicable to
Acquired, and
(6) The authorized capitalization of Acquired is as set forth in
Section 3(0) all of the outstanding shares of common stock of Acquired
are validly issued, fully-paid and non assessable, without preemptive
rights, and in the best of counsel's knowledge, after inquiry, there are
no outstanding subscriptions, options, warrants or other transfer
agreements (whether oral or written) obligating Acquired to issue or
transfer from treasury any of its securities except as set forth in
Section 3(o) of this agreement. When duly transferred to Acquirer as
provided herein, to the best of such counsel's knowledge after inquiry,
Acquirer will own all of the issued and outstanding Common stock of
Acquired.
8(F) There shall be delivered to Acquirer a certificate executed by the
President and Secretary of Acquired to the effect that all of the
representations and warranties of the Acquirer set forth herein are true and
complete in all material respected as of the Closing Date, and that Acquired has
complied in all material respects with its covenants and agreement set forth
therein required to be complied with it by the closing.
9. INDEMNIFICATION
Acquirer shall indemnify and hold harmless Acquired to this Agreement at
all times after the date of this Agreement against and in respect of any
liability damage or deficiency all actions suits, proceedings, demands,
assessments, judgments, costs and expenses including attorney's fee (through all
appeals) incident to any of the foregoing, resulting for any misrepresentation,
breach of covenant or warranty or non fulfillment of any agreement on the part
of such party under this Agreement or for any misrepresentation or omission for
any certificate furnished or to be furnished to a party hereunder. Subject to
the terms of this Agreement, the defaulting party shall reimburse the other
party or parties, on demand, for any reasonable payment made by said parties at
any time after Closing in respect of any liability or claim to which the
foregoing indemnity relates, if such payment is made after reasonable notice to
the other party defend or satisfy the same and such party failed to defend or
satisfy same.
10. NATURE OF REPRESENTATIONS AND WARRANTIES
All of the parties hereto are executing and carrying out the provisions
of this Agreement in reliance o the representation, warranties, covenants and
agreements contained I this Agreement or
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at the Closing of the transaction herein provided for and an investigation which
they might have made or any other representations warranties agreements,
promises or information, written or oral, made by the other party or any other
person shall not be deemed a waiver of any breach of any such representation
warranty covenant or agreement. Acquirer represents and agrees that its chief
executive officer is a sophisticated investor and that the business in which the
Acquired is engaged is subject to a high degree of competition from other
companies, many of which have greater financial and other resources than
Acquired. For these and other reasons an investment in Acquired's capital stock
is subject to substantial risks and speculative.
11. DOCUMENTS AT CLOSING
At the Closing, the following transactions shall occur, all of such
transactions being deemed to occur simultaneously:
11(A) Stockholders will deliver, or cause to be delivered, to Acquirer
the following:
(1) Stock certificates for the shares of common stock of Acquired
being exchanged hereunder, duly endorsed or with stock powers attached
in blank.
(2) All corporate records of Acquired, including without
limitation corporate minute books (which shall contain copies of the
Articles of Incorporation and By-Laws, as amended to the Closing, stock
books, stock transfer books, corporate seals, and such other corporate
books and records as may reasonably be requested by Acquirer and its
counsel:
the opinion of Counsel for Acquired as set forth herein:
(4) A certificate executed by Acquired to the effect that all
representations and warranties made by Acquired and Stockholders
respectively, under this Agreement are true and correct as of the
Closing Date, as though originally give to Acquirer on said date:
(5) Such other instruments and documents, if any, as are required
to be delivered pursuant to the provisions of this Agreement, or which
may be reasonably requested in furtherance of the provisions of this
Agreement.
12. MISCELLANEOUS
12(A) Further Assurances. At any time, and from time to time, after the Closing
each party will execute such additional instruments and take such action as may
be reasonably requested by the other party to confirm or perfect title to any
property transferred hereunder or otherwise to carry out the intent and purposes
of this Agreement.
12(B) Waiver. Any failure on the part of any party hereto in complying with any
of its obligations; the party to whom such compliance is owed hereunder may
waive agreements or conditions in writing.
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12(C) Notices. All notices and other communications hereunder shall be in
writing and shall be deemed to have been given if delivered in person or sent by
prepaid first class registered or certified mail, return receipt requested to
the following addresses or such other addresses as are given to other parties in
the manner set forth herein:
Mr. Henry Schulle
President
Unicorp, Inc.
12166 Metric #133
Austin, Texas 78758
With a copy to:
L. Mychal Jefferson II
President
The Laissez-Faire Group, Inc.
3730 Kirby Suite 1200
Houston, Texas 77098
12(D) HEADINGS. The section and subsection headings in the Agreement are
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
12(E) COUNTERPARTS. This Agreement may be executed simultaneously 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.
12(F) GOVERNING LAW . This Agreement shall be governed by the laws of the State
of Delaware.
12(G) BINDING EFFECT. This Agreement shall be binding upon the parties hereto
and inure to the benefit of the parties, their respective heirs, administrators,
executors, successor and assigns.
12(H) ENTIRE AGREEMENT. This Agreement is the entire agreement of the parties
covering everything agreed upon or understood in the transaction. There are no
oral promises, conditions, representation, understandings, interpretations or
terms of any kind as conditions or inducements to the execution hereof.
12(I) TIME. Time is of the essence.
12(J) SEVERABILITY. If any part of this Agreement is determined by a court of
competent jurisdiction to be unenforceable, the balance of the Agreement shall
remain in full force and effect.
12(K) DEFAULT COSTS. In the event any party hereto has to resort to legal action
to enforce any of the terms hereof such party shall be entitled to collect
attorneys' fees and other costs for the party in default.
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IN WITNESS WHEREOF, the parties have executed this Agreement the day and year
first above written.
ATTEST: UNICORP, INC.
By:__________________________ By:_____________________________
ATTEST: THE LAISSEZ-FAIRE GROUP, INC.
By_________________________ By:_____________________________
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STOCKHOLDERS OF
THE LAISSEZ-FAIRE GROUP, INC.
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