THIS AMENDMENT IS TO SUBMIT CONFIRMING ELECTRONIC COPIES OF CERTAIN SCHEDULES
TO EXHIBIT 10(Y) TO THE COMPANY'S FORM 10-K FILED ON FORM SE ON APRIL 2, 1996
PURSUANT TO REG. SECTION 232.201, TEMPORARY HARDSHIP EXEMPTION. ADDITIONALLY,
THIS AMENDMENT INCLUDES CERTAIN SCHEDULES TO EXHIBIT 10(Y) WHICH WERE
INADVERTENTLY EXCLUDED FROM THE FORM SE FILED ON APRIL 2, 1996. THIS
AMENDMENT ALSO INCLUDES EXHIBIT 13 WHICH WAS INADVERTENTLY OMITTED FROM THE
COMPANY'S FORM 10-K FILING.
FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
For the fiscal year ended December 31, 1995
Commission File Number 0-10475
PAGES, INC.
-----------------------------------------------------
(Exact Name of Registrant as specified in its charter)
Delaware 34-1297143
- ------------------------------ ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
801 94th Avenue North, St. Petersburg, Florida 33702
-----------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (813) 578-3300
--------------
Securities registered pursuant to Section 12(b) of the Act: None
----
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value
-----------------------------
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES X NO .
---- ----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
------
The aggregate market value of the voting shares held by non-affiliates of the
Registrant as of March 11, 1996, was $5,393,535 (computed by reference to the
average bid and asked prices of such shares on such date).
Number of Common Shares, each with $0.01 par value, of the Registrant
outstanding as of March 11, 1996: 5,175,843 Common Shares.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
PAGES, INC.
(Registrant)
Dated: APRIL 4, 1996 By: /s/ Richard A. Stimmel
------------------------------
Richard A. Stimmel
Principal Accounting and
Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
Dated: April 4, 1996 By: /s/ S. Robert Davis
-------------------------------
S. Robert Davis
Chairman of the Board, and
Director
Dated: April 4, 1996 By: /s/ Richard A. Stimmel
------------------------------
Richard A. Stimmel
President, Treasurer, and
Director
Dated: April 4, 1996 By: /s/ Charles R. Davis
------------------------------
Charles R. Davis
Executive Vice President, and
Director
<PAGE>
EXHIBIT INDEX
PAGES, INC. FORM 10-K/A
FOR FISCAL YEAR ENDED DECEMBER 31, 1995
(a) 1. Financial Statements. See Index to Financial Statements and
Financial Schedule on page 33.
2. Financial Statement Schedules. See Index to Financial Statements
and Financial Statement Schedule on page 33.
3. Exhibits. The following exhibits are required to be filed as
part of this report:
3(a)1 Certificate of Incorporation dated October 5, 1994
3(b)1 Bylaws of the Company
3(c)2 Agreement of merger
10(a)4 Lease Dated January 1, 1993, for St. Petersburg, Florida, Office and
Warehouse
10(b)5 Unconditional Guaranty of Lease Effective January 1, 1993, for Lease of
St. Petersburg, Florida, Office and Warehouse
10(c)5 Lease Dated August 26, 1991, for Columbus, Ohio, Office and Warehouse
10(d)5 Lease Dated January 1, 1989, for Scarborough, Ontario, Canada, Office
and Warehouse
*10(e)5 Non-Qualified Stock Option Agreement Dated July 19, 1985, between the
company and Richard A. Stimmel, S. Robert Davis, and Charles R. Davis
*10(f)5 Non-Statutory Stock Option Agreement Dated March 31, 1986, between the
company and Richard A. Stimmel
*10(g)5 Non-Statutory Stock Option Agreement Dated March 31, 1986, between the
Company and Charles R. Davis
*10(h)5 Non-Statutory Stock Option Agreement Dated September 14, 1987, between
the Company and Richard A. Stimmel
*10(i)5 Non-Statutory Stock Option Agreement Dated September 14, 1987, between
the Company and S. Robert Davis
*10(j)5 Non-Statutory Stock Option Agreement Dated September 14, 1987, between
the Company and Charles R. Davis
*10(k)5 Non-Statutory Stock Option Agreement Dated October 9, 1989, between the
Company and Richard A. Stimmel
*10(l)5 Non-Statutory Stock Option Agreement Dated October 9, 1989, between the
Company and S. Robert Davis
*10(m)5 Non-Statutory Stock Option Agreement Dated October 9, 1989, between the
Company and Charles R. Davis
*10(n)5 Non-Statutory Stock Option Agreement Dated February 6, 1990, between
the Company and Richard A. Stimmel
*10(o)5 Non-Statutory Stock Option Agreement Dated February 6, 1990, between
the Company and S. Robert Davis
*10(p)5 Non-Statutory Stock Option Agreement Dated February 6, 1990, between
the Company and Charles R. Davis
*10(q)4 Non-Statutory Stock Option Agreement Dated May 19, 1992, between the
Company and Randall J. Asmo
*10(r)4 Non-Statutory Stock Option Agreement Dated May 19, 1992, between the
Company and John C. Sontheimer
*10(s)4 Non-Statutory Stock Option Agreement Dated June 3, 1992, between the
Company and S. Robert Davis
*10(t)4 Non-Statutory Stock Option Agreement Dated June 3, 1992, between the
Company and Charles R. Davis
*10(u)4 Non-Statutory Stock Option Agreement Dated June 3, 1992, between the
Company and Richard A. Stimmel
*10(v)4 Non-Statutory Stock Option Agreement Dated March 25, 1993, between the
Company and Richard B. Erven
*10(w)4 PAGES, Inc. 1993 Incentive Stock Option Plan
10(x) Amended and Restated Loan Agreement dated March 27, 1996
10(y) Stock Purchase Agreement dated as of March 6, 1996 CE - (with respect
to certain Schedules)
10(z) Non-Competition Agreement dated as of March 6, 1996
11 Statement Regarding Computation of Per Share Earnings
13 1 Annual Report to Stockholders for Last Fiscal Year. Letter to
Stockholders and List of Officers, Directors and Locations. The
remainder of the report is a reproduction of the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1994.
16(a)6 Letter from Hausser + Taylor Dated November 3, 1994
16(b)6 Letter from Arthur Andersen Dated November 11, 1994
21 Subsidiaries of the Company
23(a) Consent of Hausser & Taylor
23(b) Consent of Arthur Andersen
23(c) Consent of Deloitte & Touche LLP
____________________
1 Incorporated by reference to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994, File Number 0-10475, filed in Washington,
D.C.
2 Incorporated by reference to the Company's Proxy Statement dated August 4,
1994, File Number 0-10475, Filed in Washington, D.C.
3 Incorporated by reference to the Company's Current Report on Form 8-K dated
May 19, 1992, File Number 0-10475, Filed in Washington, D.C.
4 Incorporated by reference to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1992, File Number 0-10475, filed in Washington,
D.C.
5 Incorporated by reference to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993, File Number 0-10475, filed in Washington,
D.C.
6 Incorporated by reference to the Company's Form 8-K/A dated November 2, 1994,
File Number 0-107475, filed in Washington, D.C.
* Indicates a management contract or compensatory plan or arrangement required
to be filed herewith. No other exhibits required by Form 10-K are listed as
they are not applicable.
(b) Reports on Form 8-K
The Company filed a report on Form 8-K dated October 6, 1995 under
Item 5 describing the settlement of the Class Action Law Suit filed on
February 28, 1995.
<PAGE>
EX-10.Y
THE FOLLOWING DOCUMENT INCLUDES COPIES OF CERTAIN SCHEDULES TO EXHIBIT 10(Y)
TO THE COMPANY'S FORM 10-K FILED ON FORM SE ON APRIL 2, 1996 PURSUANT TO A
REG. SECTION 232.201, TEMPORARY HARDSHIP EXEMPTION.
EXHIBIT 10(y)
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT (the "Agreement"), dated as of March 6, 1996, by and
among Scholastic Limited, a corporation organized under the laws of England and
Wales ("Buyer"), and (ii) Pages, Inc., a Delaware corporation ("Pages"), and
School Book Fairs, Inc., a Florida corporation ("SBFS" and together with Pages,
"Sellers").
WITNESSETH:
WHEREAS, School Book Fairs Ltd., a corporation organized under the laws of
England and Wales (the "Company") engages in a school book fair business
consisting of distributing and selling books and other products to teachers,
students and parents through book fairs (including case fairs and box fairs)
that are held or sponsored by schools or other educational organizations or
institutions, and other businesses as described in Schedule 5(t) (the "Book Fair
Business") in the United Kingdom and Ireland; and
WHEREAS, Sellers are the beneficial and record owners of all of the Shares
(as hereafter defined); and
WHEREAS, Sellers wish to sell the Shares to Buyer, and Buyer wishes to
purchase the Shares from Sellers, on the terms and conditions and for the
consideration described in this Agreement.
NOW THEREFORE, in consideration of the mutual agreements and covenants
contained herein, the parties hereto hereby agree as follows:
Section 1. Definitions.
"Affiliate" shall mean, with respect to any person or entity, any other
person or entity directly or indirectly controlling, controlled by or under
common control with such person or entity, or any director, officer or employee
of such person or entity.
"Audited Financial Statements" shall mean, with respect to any period, the
audited balance sheet and profit and loss account of an entity, and the notes
thereto, and the Directors' and Auditors' reports thereon, at and for such
period.
"Christchurch Property" shall mean the warehouse and office space located
at Units 5, 6 and 12 Priory Industrial Park, Christchurch, England, leased
pursuant to, respectively, (i) the Lease, dated July 13, 1987, between
Postel Properties Limited, as lessor, and the Company, as lessee, (ii) the
Lease, dated February 28, 1989, between Lloyds Bank plc, as lessor, and Gelson
Industries (UK) Limited, as lessee; and (iii) the Lease, dated April 13, 1988,
between Postel Properties Limited, as lessor, and Gelson Industries (UK)
Limited, as lessee (which leases shall together be referred to as the
"Christchurch Leases").
"Encumbrances" shall mean, any and all liens (including tax liens),
security interests, pledges, charges, claims, liabilities, obligations, title
defects, charges (including tax charges), restrictions, licenses, leases and
other encumbrances.
"Environmental Laws" shall mean any Law relating to environmental matters,
and any hazardous substance, wastes, materials or constituents, including, but
not limited to, any such materials defined, listed, identified under or
described in any such laws.
"Law" shall mean any law, statute, subordinate legislation, rule,
regulation, ordinance, code, judgment, order, ruling, stipulation, decree, writ,
injunction, decree or other requirements of any court, tribunal or arbitrator or
of any governmental body, agency or authority.
"Material Adverse Effect" shall mean any event, occurrence, change in
facts, conditions or other change or effect materially adverse to the business,
operations, results of operations, condition (financial or otherwise),
properties (including intangible properties), assets (including intangible
assets) or liabilities of the Company, taken as a whole.
"Related Agreements" shall mean any and all instruments, certificates and
agreements required to be executed and delivered by either party at the Closing
pursuant to this Agreement, including, but not limited to, the TOMINY Software
Agreement.
"Relief" shall mean any loss, relief, allowance, exemption, set-off,
deduction, right to repayment or credit or other relief of a similar nature
granted by or available in relation to Tax pursuant to any legislation or
otherwise.
"Shares" means the issued and allotted shares of the Company comprising (i)
1,000 ordinary shares of 1 pd ster each and 182,817 "A" ordinary shares of
1 pd ster each, which are, in each case, held by SBFS, and (ii) 1,831,408
ordinary shares of 1 pd ster each, which are held by Pages.
"Tax" shall mean any form of taxation, levy, duty, charge, contribution or
impost of whatever nature imposed by a Tax Authority (including all interest and
penalties thereon and additions thereto whether disputed or not). For the
purposes of Section 5(y) and Section 8, "liability to Tax" or "Tax for which the
Company is liable" (or any analogous expression) shall include liability with
respect to Tax for which the Company would have been liable but for the
utilization or set off of any Relief available to the Company or any member of
Buyer's group (including the Buyer) for the purposes of any Tax (whether arising
before or after Closing).
"Tax Authority" shall mean any local, municipal, governmental, state,
federal or other fiscal, revenue, customs or excise authority, body or official
anywhere in the world including, but not limited to, the U.K. Inland Revenue and
H.M. Customs and, Excise.
"Taxes Act" shall mean the U.K. Income and Corporation Taxes Act 1988,
including any re-enactment or modification thereof or subordinate legislation
thereunder.
"TAM" means the United Kingdom Taxes Management Act 1970, including any re-
enactment or modification thereof or subordinate legislation thereunder.
"U.K. Book Fair Business" shall mean the Book Fair Business conducted by or
for the benefit of the Company in the United Kingdom and Ireland.
"VAT Act 1994" shall mean, in the United Kingdom, the Value Added Tax Act
1994 and, in any other jurisdiction, any equivalent legislation, in each case,
including any re-enactment or modification thereof or subordinate legislation
thereunder.
"Warranties relating to Tax" means the warranties set out in Sections 5(y),
5(ab)(xiv) to (xix) inclusive and any other warranty in so far as any claim
arising under the same relates to Tax.
As used in this Agreement, the phrase "to the knowledge of Sellers or the
Company," or any permutation thereof, shall mean the actual knowledge of any of
the following individuals: Philip Hodson, Fiona Waters, Geoffrey Bevis, S.
Robert Davis, Steve Canan and Richard A. Stimmel.
Section 2. Purchase and Sale of the Shares. Subject to the terms and
conditions hereof, Sellers shall sell, as beneficial owners, all of the Shares
to Buyer, and Buyer shall purchase all of the Shares (together with all rights
attaching thereto) from Sellers, for an aggregate purchase price (the "Purchase
Price") equal to $5,016,531.71. Each Seller hereby waives any rights of
preemption conferred upon it by the Articles of Association of the Company or in
any other way in respect of those Shares agreed to be sold by the other Seller.
Section 3. Closing. The closing of the sale and purchase of the Shares
(the "Closing") shall take place at the offices of counsel to Buyer, or at such
other location mutually agreeable to Buyer and Sellers, on March 5, 1996 or at
such other date and time as the parties may agree in writing (the "Closing
Date"). At the Closing, Sellers will (a) deliver to Buyer, free and clear of
any Encumbrances, one or more certificates representing all of the Shares,
together with stock transfers in common form relating to all the Shares, duly
executed in favor of Buyer or as Buyer may direct; and (b) procure the passing
of Board Resolutions of the Company which (i) sanction for registration (subject
where necessary to due stamping) the transfers in respect of the Shares; (ii)
appoint such persons as Buyer may nominate to be the Directors and Secretary of
the Company; (iii) modify all mandates to the Company's bankers to give
authority in favor of the Directors appointed under sub-section (ii) above or
such other persons as Buyer may nominate to operate the Company's bank accounts;
and (iv) change the Company's accounting reference date to May 31.
Section 4. Payment. Buyer shall pay to Sellers an amount equal to
$5,016,531.71 at the Closing. Any such amounts shall be paid by wire transfer
of immediately available funds to an account or accounts of Sellers, which
account or accounts shall be designated by either Seller at least three (3)
business days prior to the Closing Date.
Section 5. Representations and Warranties. Each Seller hereby
represents and warrants of the date hereof and effective as of the Closing Date,
and agrees as follows:
(a) Organization, Authorization. SBFS is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Florida. Pages is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware. The Company is a corporation
duly organized, validly existing and in good standing (to the extent of
applicable law) under the laws of England and Wales. True and complete copies
of the Memorandum and Article of Associations of the Company, including any
amendments thereof, have been delivered to Buyer. Each Seller has full power
and authority and legal right to execute, deliver and perform this Agreement and
any Related Agreements to which such Seller is a party, and to consummate the
transactions contemplated hereby and thereby. All corporate action to be taken
by or on the part of each of Sellers and the Company to authorize and permit the
execution and delivery by such Seller or the Company, as the case may be, of
this Agreement and all other Related Agreements required to be executed and
delivered pursuant hereto by such Seller or the Company, as the case may be, the
performance by such Seller or the Company of its respective obligations
hereunder and thereunder, and the consummation of the transactions contemplated
hereby and thereby, have been duly and properly taken. This Agreement and the
Related Agreements are valid and binding obligations on each Seller and
enforceable in accordance with their respective terms.
(b) Capitalization; Title to Shares. As of the Closing Date, the
authorized share capital of the Company consists of 2,000,000 ordinary shares of
F-I each and 500,000 "A" ordinary shares of l pd ster each. The Shares
constitute the entire issued share capital of the Company and the Register
of Members of the Company contains true and accurate records of the members
from time to time of the Company. All of the Shares were duly authorized
and validly issued and fully paid. Each Seller owns legally and
beneficially free and clear of any Encumbrances, and has full power and
authority to transfer free and clear of any Encumbrances except with respect
to any Encumbrance held by Huntington National Bank which is to be
released at Closing, the Shares owned by it and, upon delivery of and
payment for the Shares as herein provided, Buyer will acquire
good and valid title to such Shares, free and clear of any Encumbrances.
(c) No Equity Rights. Except as set forth in the Articles of Association
of the Company, there are no preemptive or similar rights on the part of any
holders of any class of shares or securities of the Company. Except for this
Agreement, no subscriptions, options, warrants, conversion or other rights,
agreements, commitments, arrangements or understandings of any kind obligating
either Seller or the Company, contingently or otherwise, to issue or sell, or
cause to be issued or sold, any shares, other equity interests or loan capital
of the Company, or any securities convertible into or exchangeable for any such
shares, are outstanding, and no authorization therefor has been given. There
are no outstanding contractual or other rights or obligations to or of such
Seller or the Company to repurchase, redeem or otherwise acquire any outstanding
shares or other equity interests of the Company.
(d) Subsidiaries. The Company owns no shares or other equity
interests or securities of, or interest in, any company, corporation,
partnership, joint venture or other entity, and the Company has never had any
subsidiary.
(e) No Conflicts, etc. The execution and delivery of this Agreement
and the Related Agreements by each Seller and the consummation of the
transactions contemplated hereby and thereby, will not (i) conflict with, result
in a breach or violation of, or constitute a default (with or without notice or
the passage of time) under, (x) any Law applicable to such Seller or the Company
or to any of the Company's assets and properties, (y) any provision of any of
the charter documents of such Seller or the Memorandum and Articles of
Association of the Company or (z) except any agreements with Huntington National
Bank to the extent any consent required thereunder is satisfied by the delivery
of a "Release, Cancellation and Discharge" pursuant to Section 9(b)(viii), any
mortgage, charge, debenture, loan or credit agreement, guarantee, or any
agreement or instrument to which such Seller or the Company or any of their
respective Affiliates is a party or by which any of their respective assets and
properties may be bound or affected, or (ii) result in the creation of, or give
any person or entity the right to create, any Encumbrance upon the properties
and assets of the Company.
(f) Consents. No permit, license, exemption, consent, authorization
or approval of, or the giving of any notice by, either Seller or the Company to,
any governmental or regulatory body, agency or authority is required in
connection with the execution, delivery and performance of this Agreement or any
Related Agreement by such Seller or the Company, and the consummation of the
transactions contemplated hereby or thereby.
(g) Compliance with Law-, Permits. The Company has at all times
conducted its operations and business including the U.K. Book Fair Business, in
full compliance with all applicable Laws (other than any Environmental Laws).
The Company possesses all governmental registrations, licenses, permits,
authorizations and approvals (including, but not limited to, any licenses,
authorizations or approvals required by U.K. Data Protection or Consumer Credit
legislation) necessary to carry on, as currently conducted, its operations and
business, including the U.K. Book Fair Business.
(h) Financial Statements. Subject as provided hereafter, true and
complete copies of the Audited Financial Statements of the Company for each of
the periods ending December 31, 1994 and December 31, 1995 (the "Audited 1994
Financial Statements" and the "Audited 1995 Financial Statements," respectively,
and together, the "Financial Statements") have been delivered to Buyer. The
audited 1995 Financial Statements have been delivered in draft form prior to
Closing, and shall be delivered in final form at the Closing. Each of the
Financial Statements (including the notes thereto, if any) (i) gives a true and
fair view of the assets and liabilities of the Company as at December 31, 1994
and 1995 respectively and its profits and losses for the period ending on that
date, (ii) is consistent with the Company's books and records (which, in turn,
are complete and correct in all material respects), as of the times and for the
periods referred to therein and (iii) makes full provision or reserve for
depreciation, bad or doubtful debts and other liabilities (whether actual
contingent, postponed or deferred) and has been prepared in accordance with U.K.
generally accepted accounting principles ("GAAP") applied on a consistent basis
from year to year.
(i) Assets. The Company owns, or otherwise has fun, exclusive, valid
and legally enforceable rights to use, all of the properties and assets (real,
personal or mixed, tangible or intangible), used or held for use in connection
with, necessary for, or otherwise material to the conduct of the U.K. Book Fair
Business (collectively, the "Assets"). The Company has, and immediately after
the Closing will have good and valid title to or, in the case of leased Assets,
good and valid leasehold interests in, all Assets that are material to the U.K.
Book Fair Business, including, but not limited to, all such Assets reflected in
the Audited 1995 Financial Statements or acquired since the date thereof (except
as may be disposed of in the ordinary course of business after the date hereof
and in accordance with this Agreement), in each case (and except as otherwise
disclosed in Schedule 5(i)) free and clear of any Encumbrances. Schedule 5(i)
lists all Assets which are the subject of a lease, license, retention of title
arrangement or which otherwise belong to any other Person, and with respect to
any such Assets to the knowledge of Sellers or the Company, no event has
occurred which entitles or which upon intervention or notice by any other Person
may entitle any such Person to repossess the Asset concerned, or terminate the
lease, license or other agreement in respect of the same. The Assets comprise
all of the assets and properties necessary for or material to the conduct of the
U.K. Book Fair Business as currently conducted. Except for inventory (which is
the subject of Section 5(1)) and the Christchurch Property (which is the subject
of Section 5 (m)), all of the tangible Assets that are material to the U.K. Book
Fair Business have been maintained in good condition and are free from defects
(reasonable wear and tear excepted), and, except as set forth in Schedule 5(i),
are physically located at the Christchurch Property. Schedule 5(i) sets forth a
complete and correct list of all tangible Assets that (x) have a book value (net
of depreciation) equal to or greater than $5,000 or (y) are material to the U.K.
Book Fair Business, except that Schedule 5(i) need not list Assets comprising of
inventory, which is the subject of disclosures pursuant to Section 5(1). Except
as set forth in Schedule 5(i), there is no judgment, order, ruling, stipulation,
decree, writ, injunction, decree or other requirements of any court, tribunal or
arbitrator or of any governmental body, agency or authority relating to or
affecting any of the Assets or to which any of the Assets are subject.
(j) Contracts. Schedule 50) sets forth a complete and correct list
of all contracts, agreements, arrangements, commitments and understandings
(whether written or oral) (A) to which the Company is a party, (B) by which any
of the Assets are bound or affected or (C) to which any of Sellers or any of
their respective Affiliates (other than the Company) is a party or subject in
connection with the U.K. Book Fair Business (in the case of (C), such contracts
shall be assigned to the Company prior to the Closing), in each case, of the
types listed in clauses (i) through (xii) below :
(i) any leases, permits, franchises, insurance policies and
other agreements concerning or relating to the personal property or real
property (including the Christchurch Property);
(ii) any employment agreements for officers, directors,
management or key personnel, consulting, severance or compensation
agreements, collective bargaining or other similar agreements;
(iii) any agreement with any sales representatives,
distributors, dealers, agents or independent contractors, including sales
agency or distributorship agreements or arrangements, for the sale of any
of the products or services, or brokers or finder's agreements;
(iv) any loan agreements, indentures, letters of credit
(including related letter of credit applications and reimbursement
obligations), mortgages, security agreements, pledge agreements, deeds of
trust, bonds, notes, guarantees, instruments and other contracts relating
to the borrowing of money or the obtaining of or extension of credit;
(v) any licenses, licensing arrangements and other agreements
providing in whole or in part for the use of, or limiting the use of, any
Intellectual Property (as defined in Section 5(n));
(vi) any joint venture, partnership and similar agreements
involving a sharing of profits or expenses;
(vii) asset purchase agreements or other acquisition or
divestiture agreements (other than for sale or purchase of inventory in the
ordinary course of business);
(viii) any agreements relating to the sale, lease or disposal
of any capital assets in the amount of $50,000 or more;
(ix) any non-competition or other agreement prohibiting or
materially restricting the ability of the Company to conduct the U.K. Book
Fair Business, to engage in any other business or to operate in any
geographical area or to compete with any person or entity;
(x) any (A) order or other agreement for the purchase or sale of
books or other products or services from any vendor or supplier, involving
payments in excess of $20,000 individually or $150,000 in the aggregate or
(B) other agreements or series of related agreements with respect to which
the aggregate amount that could reasonably expected to be paid or received
thereunder in the future exceeds $20,000 per annum or $150,000 during the
term of the agreement;
(xi) any orders and other agreements with or for the direct or
indirect benefit of either Seller or any of such Seller's Affiliates (other
than the Company) (whether or not legally binding and whether or not in the
ordinary course of business); and
(xii) any other agreements that are material to the U.K. Book
Fair Business or the operations or financial condition of the Company.
Any and all of the foregoing contracts that are listed or should be listed in
Schedule 50) shall be known, individually, as a "Material Contract" and
collectively, as the "Material Contracts." Each Material Contract is legal,
valid and binding and in full force and effect, and, to the knowledge of Sellers
or the Company, there exists no default or breach or event or condition
(including the consummation of the transactions contemplated hereby) which,
whether with notice or passage of time or otherwise, would constitute a material
breach or default or permit termination, modification or accelerated payment
thereunder, except as set forth in Schedule 5(j). The Company (and in the case
of (C), such Seller or its Affiliate, as the case may be) has not violated any
of the terms or conditions of any Material Contract and, to the knowledge of
such Seller or the Company, all of the covenants in any Material Contract to be
performed by any other party thereto have been performed to date, except as set
forth in Schedule 5(j). There are no oral agreements between the Company and
any other person or entity, except as set forth and summarized in Schedule 50).
Sellers have delivered to Buyer true and complete copies of all Material
Contracts.
(k) Cases. Schedule 5(k) sets forth a complete and correct list of
the location and a complete and correct list of the age of any and all book fair
cases at the Closing Date, together with a list of all leases pursuant to which
any cases have been leased for use in the U.K. Book Fair Business. The cases
listed in Schedule 5(k) are the only cases used in connection with the U.K. Book
Fair Business. Immediately after the Closing, Buyer will own all right, title
and interest in and to each case fisted in Schedule 5(k), and any and all leases
for any such cases shall have been terminated effective as of the Closing Date.
(l) Inventory. Sellers have delivered a list, by title, complete and
correct as of December 31, 1995, of any and all inventories of the U.K. Book
Fair Business (collectively, the "Inventories"), together with the location and
the quantity at each such location of all such Inventories. At the Closing,
Sellers shall deliver to Buyer a complete and correct list updated to list all
Inventories as of the Closing Date. Except to the extent that any items may be
subject to standard retention of title arrangements negotiated in the ordinary
course of business, all of the inventories consist of items which are of good
title. All inventories are recorded on the books at the lower of cost or market
value determined in accordance with GAAP.
(m) Real Property. The Company does not own, lease, occupy, license
or use any real property (other than leasehold interests in the Christchurch
Property) in the United Kingdom or Ireland. sellers have delivered to Buyer
true and complete copies of the Christchurch Leases, and there is no
documentation supplemental to any such Leases other than those provided to
Buyer's U.K. solicitors. Each of the Christchurch Leases is legal, valid,
binding, enforceable, and in full force and effect, and neither the Company nor,
to the knowledge of Sellers or the Company, any other party is in breach or
default, and there exists no event or condition (including the consummation of
the transactions contemplated hereby) which, with notice or passage of time,
would constitute a breach or default or permit termination, modification or
acceleration thereunder. All leases which are required to be registered are
registered at H.M. Land Registry, as set out in the registered title of unit 12
(title no. DT 157818). Except as set forth in Schedule 5(m), the Company has
not assigned, transferred, conveyed, deeded in trust or otherwise encumbered any
interest in the Christchurch Property or the Company's leasehold interest
therein other than as revealed by Buyer's Land Charges Registry search dated
February 27, 1996 and, with respect to unit 12, the entries subsisting on the
registers of registered title number DT 157818 as of February 28, 1996, nor to
the knowledge of the Company or Sellers is the Christchurch Property subject to
any Encumbrance including, but not limited to, an overriding interest (as
defined in sub-section 70(1) of the U.K. Land Registration Act 1925). Each of
the Christchurch Leases grants, and after the Closing will grant, the Company
the exclusive right to use and occupy the Christchurch Property, and there is
appurtenant to the Christchurch Property each right and easement necessary for
its existing use (which use is permitted under the relevant Christchurch Lease
and any applicable planning legislation). The rent payable in respect of the
Christchurch Property is not as the date hereof being reviewed. The Company has
received no notices, orders, proposals, applications, requests or schedules of
dilapidation affecting or relating to the Christchurch Property which have been
served or made by any authority or other persons or by the Company and, to the
knowledge of Sellers or the Company, there are no circumstances which are likely
to result in any of the foregoing being served or made. There is no dispute
between the Company and any of its landlords or the owner or occupier of any
adjoining premises to the Christchurch Property (or any part thereof) and there
are, to the knowledge of Sellers or the Company, no circumstances which might
give rise to any such disputes. There is no outstanding monetary claim or
asserted liability, contingent or otherwise, affecting the Christchurch Property
or any other property, land or buildings previously owned, occupied or otherwise
used by the Company or in respect of which the Company has had any interest,
except as may relate to a malodorous condition at the Christchurch Property.
(n) Intellectual Property. Schedule 5(n) sets forth a complete and
correct list of any and all trademarks, service marks, design rights (whether
registerable or otherwise), trade dress, logos, trade names, patents,
copyrights, software, trade secrets, know-how, data, inventions, technology and
other intellectual property and proprietary rights, and any registrations of and
applications for any of the foregoing (the "Intellectual Property") owned or
used or held for use, necessary for the conduct of or otherwise material to the
conduct of the U.K. Book Fair Business as currently conducted or conducted in
the past twelve months (the "Company Intellectual Property"), provided, that
Schedule 5(n) need not list, although "Company Intellectual Property" shall be
deemed to include, any copyrights (other than registered copyrights owned by the
Company), trade secrets, trade dress, know-how, data, inventions or technology.
Except as set forth in Schedule 5(n) and as provided in the TOMINY System
Agreement, the Company owns, and immediately after the Closing will own and have
the full and exclusive right in the United Kingdom and Ireland to use, all
right, title and interest in, under and to all of the Company Intellectual
Property, free and clear of any Encumbrances. Renewal fees payable in respect
of any registered Company Intellectual Property owned by the Company, Sellers or
any of their Affiliates have been paid, and each other action required to
maintain and protect any such owned Company Intellectual Property has been
taken. The conduct of the U. K. Book Fair Business on or prior to the Closing
Date does not, and immediately after the Closing, will not as a result of
consummating the transactions contemplated hereby, infringe or otherwise
conflict with the rights of any person or entity in respect of any Intellectual
Property. To the knowledge of Sellers or the Company, none of the Company
Intellectual Property owned by the Company, Sellers or any of their Affiliates
is being infringed, misappropriated or used without authority by any person or
entity.
(o) Customers. Sellers have delivered to Buyer a list, complete and
correct as of a day not more than one week prior to the Closing Date, of the
names, phone numbers, names of any contact persons and addresses of schools,
institutions, organizations, individuals and other customers to which the
Company (by itself or through any of its agents) has within the past two years
sold or provided any goods or services in connection with the U.K. Book Fair
Business (the "Customer List"), and shall make available (through the TOMINY
System or otherwise) the total amounts invoiced to or remitted by each such
customer during the last completed fiscal year.
The Company possesses all such Customer Lists in a form and medium that is
humanly intelligible and usable without the aid of any software, equipment or
other device (other than the TOMINY System or any other software, equipment or
other device approved by Buyer prior to the delivery thereof). Sellers have
disclosed to Buyer prior to the Closing Date any and all unresolved or pending
claims, demands and complaints in respect of which the amounts claimed, demanded
or subject to dispute exceed $2,000 individually (or the sterling equivalent
thereof), that are received by any of Sellers or the Company in writing from any
customer on or prior to the Closing Date.
(p) Book Fairs. Sellers have delivered to Buyer a complete and
correct list of all book fairs scheduled or proposed to be held within thirty
(30) days after the Closing Date and otherwise made available through the TOMINY
System any and all book fairs scheduled or proposed to be held thereafter (other
than, in each case, any scheduled book fairs canceled within the one (1) week
prior to the Closing Date), together with the name, phone number, names of any
contact persons and address of each customer, the type of each such book fair
(i.e., box fair or case fair), summary description of the terms (including
financial) thereof and the Distributor, if any, responsible therefor.
(q) Distributors, Agents. Sellers have delivered to Buyer a list,
complete and correct as of Closing Date, of any and all distributors or other
sales agents responsible for the account of any customer of the U.K. Book Fair
Business as currently conducted or as conducted during the past two years (the
"Distributors"), indicating with respect to each such Distributor the type of
account or geographical territory serviced by such Distributor and the aggregate
value of goods and services sold by the Company to the customers for whose
accounts such Distributor was responsible. Sellers have delivered to Buyer a
true and complete copy of the model agreement that is the basis of the Company's
agreements with its Distributors (the "Model Distributor Agreement") and at the
Closing shall deliver to Buyer true and complete copies of any and all
agreements with any Distributors. None of the Company's agreements with its
Distributors contain any terms or conditions that are different than, and
materially unfavorable to the Company when compared to, the terms and conditions
of the Model Distributor Agreement except as set forth on Schedule 5(Q).
(r) Bank Accounts-, Powers of Attorney. Schedule 5(r) sets forth a
complete and correct list of (i) each bank in which the Company has an account
or safe deposit or lock box, the account or box number, as the case may be, and
the name of every person authorized to draw thereon or having access thereto,
and (ii) the names of all persons or entities holding powers of attorney from
the Company and a summary statement of the terms thereof.
(s) operation of Business. Except as set forth on Schedule 5(s): (i)
no part of the U.K. Book Fair Business is conducted by any Seller or any
Affiliate of any Seller or any other person or entity (other than the Company
and Distributors); and (ii) none of Sellers and their Affiliates (other than the
Company) owns or possesses the right to use (whether or not for the benefit of
the Company) any assets or properties relating to the U.K. Book Fair Business.
(t) Scope of Business. Except as set forth on Schedule 5(t), the
Company does not currently conduct, and has not within the past twelve months
conducted, any business other than the Book Fair Business.
(u) Insurance. Schedule 5(u) sets forth a complete and correct list
of insurance policies carried by, or covering, the Company or its assets or
businesses, together with a description with respect to each policy of the
amount and types of coverage, limits and deductibles, inception and expiration
dates and insurance carrier. Sellers have delivered to Buyer true and complete
copies of all such policies together with all riders and amendments thereto. To
the knowledge of Sellers or the Company, all such policies are in full force and
effect. The Company is not aware of any act or omission which might make any of
the policies void or voidable. All premiums due on each such policy have been
paid. To the knowledge of such Seller or the Company, no claim is outstanding
under any of the policies and no matter exists which might give rise to a claim
under any of the policies, except as set forth in Schedule 5(u).
(v) No Litigation. Except as set forth in Schedule 5(v), neither
Seller nor the Company have received notice of any pending claim, action, suit,
proceeding at law or in equity, arbitration or administrative or other
proceeding by or before (or, to the knowledge of such Seller or the Company, any
investigation by) any governmental or other instrumentality or agency, nor is
any such claim, action, suit or proceeding, to the knowledge of such Seller or
the Company, threatened, against or affecting the Company or its properties or
assets or a person or entity for whose acts or defaults the Company may be
vicariously liable or the U.K. Book Fair Business, or, to the extent involving
the Company or any of Sellers or their Affiliates, seeking to prevent or
challenging the transactions contemplated by this Agreement, and such Seller
knows of no valid basis for any such claim, action, suit, proceeding or
investigation.
(w) Guarantees. Except as set forth in Schedule 5(w): (i) none of
the obligations or liabilities of the U.K. Book Fair Business or of either
Seller or the Company or any of their respective Affiliates incurred in
connection with the U.K. Book Fair Business is guaranteed by, or subject to a
similar contingent obligation of, any other person or entity; (ii) the Company
has not guaranteed, nor become subject to a similar contingent obligation in
respect of, the obligations or liabilities of any other person or entity; and
(iv) there are no outstanding letters of credit, surety bonds or similar
instruments for the benefit of the U.K. Book Fair Business.
(x) Affiliate Transactions. Schedule 5(x) sets forth a complete and
correct list of all agreements, contracts, transfers of assets or liabilities or
other transactions or commitments therefor, whether or not entered into in the
ordinary course of business, to or by which the Company, on the one hand, and
either Seller or any of such Seller Affiliates (other than the Company), on the
other hand, are a party or otherwise bound or affected.
(y) Taxes.
(i) The Company has paid all Tax for which it is liable and
which is due and payable, and is not liable to pay a penalty, surcharge, fine or
interest in connection with any Tax. The Company has within applicable time
limits made all returns, provided all information and maintained all records in
relation to Tax as it is so required to make, provide or maintain. No return
(and nothing in a return) is disputed or is yet to be determined by, or is
subject to agreement with, a Tax Authority. The Company is not, and none of
Sellers and the directors, officers, and agents of the Company knows of any
valid basis upon which the Company would be, involved in a dispute in relation
to Tax with respect to events occurring on or prior to the Closing.
(ii) The Company has properly operated the Pay-As-You-Earn and
national insurance systems and has complied with each reporting obligation in
connection with benefits provided for the Company's directors, other officers
and employees.
(iii) All documents by virtue of which the Company has any
right which are required to be stamped have been duly stamped, or if
appropriate, adjudicated not liable to stamp duty on the basis of full
disclosure of all material facts, and all duty, interest and penalties on those
documents have been paid. The Company has no unsatisfied liability to stamp
duty reserve tax or interest or penalties on stamp duty reserve tax.
(iv) On disposal of an asset of the Company for a consideration
equal to the value attributed to the asset in the Audited Financial Statements,
no liability to Tax (including without limitation corporation tax on chargeable
gains or balancing charges) will arise (disregarding a statutory right to claim
an allowance or Relief).
(v) The Company is registered for the purposes of the VAT Act
1994, has made, given, obtained and kept up-to-date, full and accurate records,
invoices and documents appropriate or required for the purposes of the VAT Act
1994, is not in arrears with payment or returns due under the VAT Act 1994, and
has not been required by a Tax Authority to give security under the VAT Act
1994.
(vi) The Audited Financial Statements reserve or provide in full
for all Tax liable to be assessed on the Company, or for which it is or may
become accountable, for any period ending on or before December 31, 1995
(whether or not the Company has or may have a right of reimbursement against any
other person) and/or by reference to any income, profits or gains accrued or
deemed to have accrued prior to such date, and the latest Audited Financial
Statements also make proper provision in accordance with generally accepted
accounting principles applicable in the U.K. for all contingent or deferred
liabilities to Tax for any such period. All Reliefs which have been shown as an
asset in the Audited 1995 Financial Statements or which have been taken into
account in computing any provision for Tax in those Audited 1995 Financial
Statements (including deferred tax) or which have resulted in no such provision
(or deferred tax provision) being shown are available to the Company and are not
liable (now or in the future) to loss, modification, reduction or cancellation.
(vii) All claims and disclaimers assumed for the purposes of
the Audited Financial Statements have been duly submitted within applicable time
limits.
(viii) No event, transaction, act or omission has occurred
which is likely to result in the Company becoming liable for Tax which is
primarily or directly chargeable against or attributable to a person or entity,
other than the Company or which is charged by reference to the income, profits
or gains of another person, including, but not limited to, any liabilities
arising as a consequence of the Company having been a member of any group for
Tax purposes at any time up until and including the Closing and any liabilities
under section 767A Taxes Act.
(ix) The Company has no liability, actual, contingent or
prospective, to indemnity or reimburse any other Person for or in respect of any
liability to Tax.
(x) There are no security interests or liens on any of the
assets of either Seller and/or any of its U.S. Affiliates that arise in
connection with any failure to pay any Tax.
(xi) The activities of the Company as carried out at the Closing
Date in any jurisdiction other than the United Kingdom have not and do not
expose the Company to any liability to Tax in such jurisdiction nor have they or
do they involve any liability to register for the purposes of any tax in such
jurisdiction.
(z) Employees.
(i) Schedule 5(z) sets forth a complete and correct list of all
employees of the Company together with details of all remuneration payable and
other benefits (including profit sharing, incentive and bonus arrangements)
provided or which the Company is bound to provide (whether now or in the future)
to each employee.
(ii) There are no employment agreements or contracts for services
between the Company and any of its employees, consultants or agents which is not
terminable by the Company without compensation (other than any compensation
payable by statute) on one month's notice given at any time.
(iii) There is no outstanding claim against the Company by
any person who is now or has been an employee of the Company and no compensation
or awards or damages are due by the Company to any employee or former employee.
(iv) The Company has not recognized any trade union or
association of trade unions or any other organization of employees in respect of
its employees at any time.
(v) The Company is under no legal or moral liability or obligation to
pay pensions, gratuities, superannuation allowances or the like, or otherwise to
provide "relevant benefits" within the meaning of section 612(1) of the Taxes
Act to any of its past or present officers or employers and/or dependents and,
save for the pension arrangements set forth in Schedule 5(z) (the "Scheme"), the
Company is not party to any scheme or arrangement having as its purpose or one
of its purposes the making of payments or the provision of benefits as
aforesaid. All contributions due by the Company in connection with the Scheme
have been duly paid. Full particulars of the Scheme are set out in Schedule
5(z).
(aa) Insolvency. During the two (2) years prior to the date hereof:
(i) No order in the U.K. has been made, petition presented or resolution passed
for the winding up of the Company, for the appointment of a provisional
liquidator of the Company, or for an administration order in respect of the
Company, and none of the Company, Sellers and their respective Affiliates has
contemplated to seek any such order, present any such petition or pass any such
resolution for any of the same. No receiver or receiver and manager has been
appointed in the U.K. of the whole or part of the Company's business or assets,
and none of the Company, Sellers and their respective Affiliates has
contemplated to appoint the same. No voluntary arrangement has been proposed,
or contemplated to be proposed by the Company, any of Sellers or their
respective Affiliates, under Section 1 of the U.K. Insolvency Act 1986 in
respect of the Company. No compromise or arrangement has been contemplated,
proposed, agreed to or sanctioned under Section 425 of the U.K. Insolvency Act
1986 in respect of the Company. With financial assistance from its
shareholders, the Company is not insolvent or unable to pay its debts (without
taking into account any intercompany liability reflected in the Audited
Financial Statements or Schedule 5(bb)) within the meaning of Section 123 of the
U.K. Insolvency Act 1986.
(ii) No filing of a voluntary or involuntary or involuntary
petition in bankruptcy has been made by either of Sellers or any of their
respective Affiliates, and none of Sellers and their Affiliates has contemplated
to make any such filing. Neither Seller has admitted in writing its inability
to pay its debts generally as they become due. No receiver, trustee, assignee,
liquidator, sequestrator or similar official of either of the Sellers or of all
or any substantial portion of either Seller's assets or any of its property has
been appointed in any proceeding brought against either of Sellers nor has any
such official been applied for, and none of Sellers and their Affiliates has
contemplated to appoint or apply for the same. Neither Seller has made, nor
does any Seller contemplate that it win make, any assignment for the benefit of
any of its creditors, and neither Seller has entered into, nor has any Seller
contemplated at any time entering into, any agreement of composition with any of
its creditors. Neither Seller is insolvent or unable to pay its debts as they
become due.
(ab) Absence of Changes. Except as set forth in Schedule 5(bb), since
December 31, 1995, the Company has not:
(i) declared, set aside, made or paid any dividend or other
distribution in respect of its capital stock or otherwise purchased or redeemed,
directly or indirectly, any shares of its capital stock;
(ii) issued or sold any shares of any class of its capital stock,
or any securities convertible into or exchangeable for any such shares, or
issued, sold, granted or entered into any subscriptions, options, warrants,
conversion or other rights, agreements, commitments, arrangements or
understandings of any kind, contingently or otherwise, to purchase or otherwise
acquire any such shares or any securities convertible into or exchangeable for
any such shares;
(iii) incurred any indebtedness for borrowed money, issued or
sold any debt securities or prepaid any debt (including, without limitation, any
borrowings from or prepayments to any Seller or any of such Seller's Affiliates)
(other than any of the foregoing incurred, issued, sold or prepaid in connection
with the credit facility with Lloyds Bank plc or any intercompany indebtedness
listed on Schedule 5(bb));
(iv) (save for any contractual arrangements entered into in the
ordinary course of business whereby any inventory is acquired on the basis that
the supplier retains title until payment in fun has been made for such
inventory) mortgaged, pledged or otherwise subjected to any Encumbrance any of
its properties or assets, tangible or intangible;
(v) other than in the ordinary course of business in respect of
any customer for any amount not more than $10,000 individually, forgiven,
canceled, compromised, waived or released any debts, claims or rights, against
any person or entity (including, but not limited to, any Seller or any of such
Seller's Affiliates);
(vi) modified any existing contract or other agreement or entered
into (x) any agreement, commitment or other transaction, other than agreements
entered into in the ordinary course of business and involving an expenditure of
less than $10,000, individually or in the aggregate, or (y) any agreement or
commitment that, pursuant to its terms, is not cancelable without penalty on
less than thirty (30) days' notice;
(vii) paid any bonus to any officer, director, employee,
sales representative, agent or consultant (other than any 1995 year-end bonuses
paid to any Distributors and any customary and normal bonuses paid to any
employees, including any telemarketers), or granted to any officer, director,
employee, sales representative, agent or consultant any other increase in
compensation in any form, or entered into, adopted or amended any employment,
consulting, retention, change-in-control, collective bargaining, bonus or other
incentive compensation, profit-sharing, health or other welfare, stock option or
other equity, pension, retirement, vacation, severance, deferred compensation or
other employment, compensation or benefit plan, policy, agreement, trust, fund
or arrangement for the benefit of any officer, director, employee, sales
representative, agent, consultant or Affiliate (whether or not legally binding);
(viii) changed in any respect its accounting practices,
policies or principles;
(ix) other than purchase orders in the ordinary course of
business, incurred, assumed, guaranteed or otherwise become directly or
indirectly liable with respect to any liability or obligation in excess of
$10,000, individually or in the aggregate, at any one time outstanding (whether
absolute, accrued, contingent or otherwise and whether direct or indirect, or as
guarantor or otherwise with respect to any liability or obligation of any other
person or entity);
(x) transferred or granted any rights or licenses under, or
entered into any settlement regarding the infringement of, Company Intellectual
Property or entered into any licensing or similar agreements or arrangements;
(xi) sold any assets with a value in excess of $10,000,
individually or in the aggregate, other than inventory in the ordinary course of
business;
(xii) made any purchase commitments with respect to any
inventories or supplies in excess of the normal, ordinary and usual requirements
of its business or at a price or upon terms and conditions more onerous than
those usual and customary in the industry, except to the extent that the Company
shall have replenished the inventories and supplies in a normal and customary
manner consistent with its prior practice;
(xiii) made any material changes in policies or practices
relating to selling practices, returns, discounts or other terms of sale or
accounting therefor or in policies of employment; or
(xiv) incurred any liability to Tax otherwise than in the
ordinary course of conducting the U.K. Book Fair Business (which shall not, for
the avoidance of doubt, include any disposal of capital assets);
(xv) entered into any transaction where the consideration for Tax
purposes is or could be treated as different from the consideration actually
paid or received;
(xvi) to the knowledge of Sellers or the Company, made or
undertaken to make any payments which will not be fully deductible in computing
its liability to Tax;
(xvii) acquired any asset which would, if disposed of for a
consideration equal to the consideration actually paid, give rise to a liability
for Tax;
(xviii) engaged in any transaction which has or could give rise
to any liability under Part VIII Taxes Management Act 1970 (charges arising on
non-residents); or
(xix) paid or made any dividend or other distribution
(including a deemed distribution) for Tax purposes.
(ac) Brokers, Finders etc. All negotiations relating to this
Agreement and the transactions contemplated hereby and thereby have been carried
on without the participation of any person or entity acting on behalf of either
Seller in such a manner as to, and the transactions contemplated hereby and
thereby will not otherwise, give rise to any valid claim against Buyer for any
brokerage or finder's commission, fee or similar compensation.
Section 6. Representations and Warranties of Buyer.
(a) Organization; Authorization. Buyer is a corporation duly
organized, validly existing and in good standing under the laws of England and
Wales. Buyer has full power and authority and legal right to execute, deliver
and perform this Agreement and the Related Agreements to which Buyer is a party,
and to consummate the transactions contemplated hereby and thereby. All
corporate action to be taken by or on the part of Buyer to authorize and permit
the execution and delivery by Buyer of this Agreement and the Related Agreements
to which Buyer is a party, the performance by Buyer of its obligations hereunder
and thereunder, and the consummation of the transactions contemplated hereby and
thereby, have been duly and properly taken. This Agreement and the Related
Agreements to which the Buyer is a party are valid and binding obligations of
Buyer and enforceable in accordance with their respective terms.
(b) No Conflicts, etc. The execution and delivery of this Agreement
and the con and the Related Agreements by Buyer, summation of the transactions
contemplated hereby and thereby, will not (i) conflict with, result in a breach
or violation of, or constitute a default (with or without notice or the passage
of time) under, (x) any Law applicable to Buyer or to any of Buyer's assets and
properties, (y) any provision of the Memorandum and Articles of Association of
Buyer or (z) any mortgage, indenture, loan or credit agreement, guarantee, or
any agreement or instrument to which Buyer is a party or by which any of its
assets and properties may be bound or affected, or (ii) result in the creation
of, or give any person or entity the right to create, any Encumbrance upon the
properties and assets of Buyer.
(c) Brokers, Finders, etc. All negotiations relating to this
Agreement, and the transactions contemplated hereby, have been carried on
without the participation of any person or entity acting on behalf of Buyer in
such a manner as to, and the transactions contemplated hereby and thereby will
not otherwise, give rise to any valid claim against either Seller for any
brokerage or finder's commission, fee or similar compensation.
(d) Acquisition for Investment. Buyer is acquiring the Shares solely
for investment, with no present intention to resell or offer for resale the
Shares, or engage in any distribution of the Shares within the meaning of
Section 2(11) of the Securities Act of 1933, as amended (the "Act"). The Buyer
acknowledges that the Shares have not been registered pursuant to the Act, and
may not be transferred in the absence of such registration or an exemption
therefrom under the Act.
Section 7. Covenants.
(a) Filings and Authorizations. Each party shall use its best
efforts, and shall cooperate with the other party, to secure all necessary
consents, approvals, authorizations, exemptions and waivers from third parties
as shall be required in order to effect the transactions contemplated hereby.
(b) Trademarks. Following the Closing Date, neither Buyer nor the
Company shall use the SCHOOL BOOK FAIRS design mark and logo in the United
States, except that Buyer, the Company and their respective Affiliates may use
the SCHOOL BOOK FAIRS design mark and logo in connection with making any
truthful statement for disclosure or other non-promotional purposes.
(c) TOMINY System Arrangement. Seller shall license the right to
continue to use the TOMINY software systems (the "TOMINY System") in connection
with the conduct of the U.K. Book Fair Business pursuant to a software and
support agreement in substantially the form of Exhibit 1 hereto (the "TOMINY
System Agreement").
Section 8. Taxes.
(a) Subject only to Section 8(i), Sellers shall, jointly and
severally, be liable for, and shall pay on the Due Date (as defined below) and
reimburse, indemnity, defend and hold harmless Buyer and its Affiliates from and
against, any liability for any and all Taxes that are imposed at any time (i)
relating to or resulting from the transaction pursuant to which the Shares are
sold (other than any stamp duty payable thereon) and (ii) on Buyer or any of
Buyer's Affiliates (including, but not limited to, after the Closing, the
Company), or any of their respective successors or assigns to whom any of them
may have an obligation to reimburse any impact of such Taxes, relating to or
resulting from any business operations, transactions or other activities either
(x) by Sellers or any of their respective Affiliates (other than the Company) at
any time or (y) by the Company on or prior to the Closing Date, expressly
excluding any and all Taxes that are both (A) imposed on the Company (but not
yet due on or prior to the Closing Date) relating to or resulting from the
conduct of the U.K. Book Fair Business in the ordinary course and (B) accrued or
provided in the Financial Statements. Notice to Buyer or any of its Affiliates
of any potential claims for Taxes shall not relieve any of Sellers of any
liability hereunder. Each Seller shall prepare and file all appropriate sales,
transfer, excise, use, documentary stamps and other tax returns and other
documents due in any jurisdiction in connection with the transactions
contemplated by this Agreement.
(b) Any payment for which the sellers are liable under this Section 8
or in respect of any of the Warranties relating to Tax shall be made in cleared
funds on the day or date specified in Section 8(c) below (the "Due Date").
(c) The day and dates referred to in Section 8(b) above are as
follows:
(i) if the liability for Tax giving rise to a claim under this
Section 8 or the Warranties relating to Tax involves an actual payment of
Tax by the Company, 5 business days before the date on which the Tax
becomes due and payable;
(ii) if the liability for Tax giving rise to such claim involves
the denial or loss or setting off in whole or in part of right to repayment
of Tax, the date on which such Tax would otherwise have been repaid;
(iii) if the liability for Tax giving rise to such claim
involves the utilization or set off in whole or in part of any other Relief
against what would otherwise have been a payment of Tax by he Company
falling with Section 8 or the Warranties relating to Tax, the date on which
the Tax saved thereby would otherwise have become due and payable;
(iv) if the liability for Tax giving rise to the claim under this
Section 8 or under the Warranties relating to Tax involves the loss,
modification, reduction or cancellation of some Relief (otherwise than in
the circumstances specified in Section 8(c)(iii) above), the Buyer shall
give Sellers written notice of any amount payable and Sellers shall pay the
amount specified in the notice to the Buyer on or before the fifth business
day following the date of the notice;
(v) if the claim relates to an obligation to indemnity or
reimburse in respect of Tax, the date which falls five business days prior
to the date on which the Company is required to make payment in respect of
the relevant obligation; and
(vi) in the case of any sums payable pursuant to Section
8(d)(i)(D) (costs), the date which fails 5 business days following
production by the Buyer to the Sellers of evidence that it or the Company
has been invoiced for, or has paid, the relevant sums.
If any sum due under Section 8 or the Warranties relating to Tax
is not paid by the Due Date the same shall carry interest (from the Due
Date until the date of payment) at the rate of 2 per cent above the base
rate for the time being of Lloyds Bank plc.
(d) (i) In the event of any breach of any Warranties relating to Tax
or this Section 8, Sellers shall, jointly and severally, pay and reimburse to
Buyer on the Due Date an amount equal to:
(A) in the case of a breach which concerns an actual
payment of Tax, the amount of the Tax which is so payable; and
(B) in the case of a breach which covers Section 5(y)(ix),
the amount of the relevant obligation to reimburse or indemnity, as the
case may be; and
(C) in the case of a breach which concerns the loss,
modification, reduction, cancellation, utilization or set off of any
Relief, an amount equal to the Tax which would have been payable by the
Company or the Buyer (or any of its Affiliates) but for such loss,
modification, reduction, cancellation, utilization or set off (assuming in
the case of any loss, modification, reduction or cancellation of a Relief
that the Company, or Buyer or relevant group member had sufficient taxable
profits to utilize such Relief in full at the time of the written demand
and that the Company, Buyer or relevant group member was liable to U.K.
corporation tax on its profits at the rate of 33 %) or, where a right to
repayment of Tax is concerned, an amount equal to the amount which would
have been repaid; and
(D) the amount of any liability of Buyer or any of its
Affiliates (including the Company) for reasonable costs incurred by Buyer
or any of its Affiliates (including the Company) in connection with any
claim in respect of which either Seller is required to make payment under
this Section 8.
(ii) Without prejudice to either Seller's obligation to pay on
the Due Date, each Seller shall be entitled, at such Sellers' expense, to
require any amount paid by it under Section 8(d)(i) to be certified by the
auditors of the Company. If the amount paid by Sellers shall exceed the
amount certified by such auditors, Buyer shall promptly refund the excess
to Sellers, provided, that, if the amount so certified shall prove to have
been insufficient having regard to the provisions of Section 8(d)(i),
Sellers shall, jointly and severally, pay to Buyer on written demand (or,
if later, on the Due Date) an amount equal to the shortfall.
All sums payable by sellers under this Section 8 shall be paid
gross, free of any rights of counterclaim or set-off and without any
deduction or withholding of any nature other than a deduction or
withholding required by law.
(iv) If Sellers make any deduction or withholding (including Tax)
required by law from any payment under this Agreement then the sum due from
Sellers in respect of the payment shall be increased to the extent
necessary to ensure that after the making of any deduction or withholding
Buyer receives a sum equal to the sum it would have received had no
deduction or withholding been required to be made.
(v) If any payment under this Agreement is or win be subject to
Tax, Sellers' payment shall include such additional amounts required to be
paid (after taking into account any Tax payable in respect thereof) in
order to insure that Buyer receives and retains a net sum equal to the sum
it would have received had the payment not been subject to Tax.
(vi) sellers will afford to Buyer and the Company all such
assistance as may reasonably be requested by Buyer and the Company in order
to complete and submit all necessary tax returns and computations (and any
related claims and other documentation) of the Company within applicable
time limits. Sellers shall also afford to Buyer such access as may be
reasonably requested by Buyer to records relating to the Company which are
at any time in their possession or the possession of any of their
Affiliates and which are relevant to the tax position. For these purposes,
"records" includes (without limitation) returns, computations,
correspondence with Tax Authorities and all related working papers and
documentation.
(e) The indemnification and reimbursement obligations provided in
this Section 8 shall survive the Closing Date and expire upon the expiration of
all limitation periods applicable to all Taxes described therein.
(f) Subject to Section 8(g), Buyer shall have no claim against
Sellers in respect of any liability for any Tax if and to the extent that:
(i) the Company has available to it losses incurred in a trade
carried on by the Company prior to Closing (not being losses which have
been taken into account in computing and so reducing any provision for Tax
or deferred Tax or resulting in no such provision being shown) and those
losses arose in consequence of events or by reference to an accounting
period of the Company ended on or before December 31, 1995; and
(ii) following the making of any relevant claim required from the
Company it shall have been finally determined by the auditors of the
Company that for the purposes of the United Kingdom tax that those losses
are available for set off against the trading income or other profits of
the Company giving rise to the relevant liability to Tax.
(g) If (i) it shall have been determined by the auditors of the
Company in accordance with Section 8(f)(ii) that losses to which Section 8(f)(i)
applies are available to be set off against income or profits of the Company in
the circumstances specified in Section 8(f)(ii) (with the result that the Buyer
shall, to the extent of such losses, have then had no claim against the Sellers
in respect to the relevant liability to Tax); and (ii) it shall subsequently
become apparent (from correspondence or otherwise) that the set off in question
is or may be disputed by the U.K. Inland Revenue in whole or in part, or that
the losses or their set off are or is not or may not be available in whole or in
part for some other reason, then the Sellers shall pay to the Buyer on written
demand therefor an amount equal to the liability to Tax in question calculated
in accordance with Section 8(d) which would have been payable but for the
operation of Section 8(f) following the auditors' initial determination.
(h) If (i) Sellers shall have made payment to the Buyer in respect of
a claim under any Warranties relating to Tax or other obligation relating to
Tax; and (ii) following such payment it shall be finally determined that losses
with respect to which Section 8(f) apply are available for set off against all
or part of the income or profits giving rise to the relevant claim (so
discharging the relevant liability to the Tax), Buyer shag within five business
days of written demand therefor refund to sellers the payment in question (or
the relevant proportion thereof in the case of partial set off of the income or
profits in question).
(i) Notwithstanding anything to the contrary provided herein, Sellers
shag not be liable to Buyer or the Company in respect of any representation
relating to Tax:
(i) to the extent that provision or reserve in respect thereof
has been made in the 1995 Financial Statements or to the extent that
payment or discharge of such claim has been taken into account therein;
(ii) for which the Company is or may become liable as a result of
transactions in the ordinary course of its business after 31 December, 1995
or in respect of value added tax relating to supplies made and imports
received the liability for which has been incurred in the ordinary course
of the Company's business since the 31 December 1995. For the purposes of
this Section 8(i)(ii), none of the following shall (without limitation) be
regarded as the ordinary course of business of the Company:
(a) a disposal of a capital asset;
(b) any of the matters specified in Warranties 5(ab)(xv),
(xviii) and (xix); and
(c) any other transaction which gives rise to deemed as
opposed to actual profits or receipts of the Company.
(iii) to the extent that such claim would not have arisen but for
a cessation of trading or a significant change in the nature or conduct of
a trade by the Company where such cessation or change occurs wholly or is
deemed to have occurred wholly after Closing and is not deemed to arise
from or be in any way connected with the sale of the Shares or with any
other transactions contemplated hereunder;
(iv) which would not have arisen but for any claim, election,
surrender or disclaimer made or omitted to be made or notice or consent
given or omitted to be given or any other thing done or omitted to be done
by the Company or Buyer under the provisions of U.K. Tax legislation after
the date of this Agreement, not being a claim, election, surrender,
disclaimer, notice or consent which was assumed for the purposes of any of
the Financial Statements. In any event, this exclusion shall not apply
unless Buyer or the Company knew or ought reasonably to have known that the
claim, election, surrender, disclaimer, notice or consent would be likely
to give rise to the relevant liability to Tax.
(j) The following procedure shag, apply to any claims made under
Section 8 or the Warranties relating to Tax (any such claim being for the
purpose of this Section 80) referred to as a "Claim"):
(i) The Company and/or the Buyer shall notify the Sellers in
writing of any Claim which comes to its notice whereby it appears that the
Sellers are or may become liable to indemnity the Company under this
Agreement. Where a time limit for appeal applies to such Claim, such
notification shall be given, if reasonably practicable, prior to the expiry
of such time limit, but where no such limit applies or the period to which
such limit relates has not commenced the notification shag be given within
56 days of the date on which the relevant Claim came to the notice of the
Company or the Buyer but so that, for the avoidance of doubt, notice under
this Section 80)(i) shall not be a condition precedent to the liability of
Sellers in relation to the Claim.
(ii) The Company and Buyer shall ensure that a Claim to which
this procedure -applies is, so far as is reasonably practicable, dealt with
separately from claims to which it does not apply and not paid prematurely,
and for this purpose any payment made by the Company to avoid incurring
interest or any penalty in respect of unpaid Taxation shall be deemed not
to be paid prematurely.
(iii) The Company and Buyer shall ensure at the request in
writing of Sellers that Sellers are placed in a position to dispute any
Claim on behalf of the Company and shall render or cause to be rendered to
Sellers at the expense of Sellers all such assistance as Sellers may
reasonably require in disputing any Claim.
(iv) Subject to Section 8(j)(v), Sellers shall be entitled on
behalf of the Company to instruct such solicitors or other professional
advisers as Sellers may nominate to act on behalf of sellers or the Company
to the intent that the conduct and costs and expenses of the dispute shall
be delegated entirely to and be borne solely by Sellers.
(v) In connection with the conduct of any dispute relating to a
Claim:
(a) Sellers shall keep the Company fully informed of all
matters pertaining thereto and Sellers shall promptly
forward or procure to be forwarded to the finance
director of the Company copies of all correspondence
and other written communications pertaining thereto;
(b) the appointment of solicitors or other professional
advisers shall be subject to the approval of the
Company, such approval not to be unreasonably withheld
or delayed;
(c) Sellers shall make no settlement or compromise of the
dispute or agree any matter in the conduct of such
dispute which is likely to affect the amount thereof or
the future liability of the Company to Tax without the
prior approval of the Company such approval not to be
unreasonably withheld or delayed; and
(d) the Company shall not be obliged to pursue an appeal
beyond the General or Special Commissioners unless
Sellers shall have provided Buyer with written opinion
of counsel (the identity of whom and the instructions
to whom shall have been approved by Buyer) to the
effect that the further appeal has a reasonable
prospect of success.
(vi) Sellers shall at the request of the Company provide to the
reasonable satisfaction of the Company security or indemnities or both in
respect of all the costs and expenses of disputing any claim for taxation
and the Tax in question if postponed.
(k) Without prejudice to any obligation of Sellers hereunder to
compensate Buyer for a liability of the Company to make an actual payment of Tax
where such liability arose prior to Closing, for the avoidance of all doubt,
nothing in this Agreement shall impose any obligation on Sellers to reimburse
Buyer or the Company in respect of the loss, modification, reduction,
cancellation or other non-availability of any Relief which arose or was believed
to have arisen prior to Closing unless such Relief was taken into account in
computing and so reducing any provision for Tax or deferred tax in the Financial
Statements or resulted in no such provision being shown.
Section 9. Conditions to Closing of Buyer. The obligations of Buyer
under this Agreement to consummate the transactions contemplated hereby shall be
subject to the satisfaction (or express waiver by Buyer) on or prior to the
Closing Date of all of the following conditions (provided, that in the event of
any Closing, Sellers shag have no continuing liability or obligation under this
Section 9 as to satisfaction of any of the following conditions):
(a) The representations and warranties of each Seller contained in
this Agreement or any Related Agreement to which such Seller is a party or in
any schedule, exhibit, agreement, certificate or other document delivered
pursuant hereto or thereto shall be true and correct on and as of the Closing
Date with the same effect as though such representations and warranties had been
made on and as of the Closing Date, and each and all of the agreements and
covenants of each Seller to be performed on or before the Closing Date pursuant
to the terms hereof shall have been duly performed; and in the event the Closing
Date is not the date hereof, each Seller shall have delivered to Buyer a
certificate executed by an officer of such Seller, dated the Closing Date, to
such effect.
(b) Buyer shall have received the following:
(i) one or more certificates representing all of the Shares,
together with stock transfers in common form relating to all of the Shares;
(ii) all minute books, statutory registers, corporate seal (if
any) and other corporate and shareholder records of the Company; and
(iii) original and updated lists of Inventories (both as
provided in Section 5(1)), list of customers (as provided in Section 5(o)), list
of Distributors (as provided in Section 5(p)) and list of scheduled book fairs
(as provided in Section 5(q));
(iv) resignations, effective as of the Closing Date, of each
director of the Company other than Philip Hodson and Fiona Waters;
(v) an opinion(s) addressed to Buyer from counsel(s) to Sellers,
in form and substance reasonably satisfactory to Buyer;
(vi) the TOMINY System Agreement, relating to use of the TOMINY
system in accordance with Section 7(c);
(vii) a letter from S. Robert Davis addressed to Buyer,
substantially in the form of Exhibit 2;
(viii) a "Release, Cancellation and Discharge" of Huntington
National Bank in connection with the transactions contemplated herein
substantially in the form of Exhibit 3 hereto or otherwise and UCC-3 financing
statements evidencing the release and discharge of their security interests with
respect to the Shares;
(ix) a deed of release, substantially in the form of Exhibit 4
hereto relating to the pay-off of any indebtedness owing to Lloyds Bank plc;
(x) a duly executed release, substantially in the form of
Exhibit 5 hereto, releasing the Company from any liability whatsoever (actual or
contingent) which may be owing to either of the Sellers by the Company;
(xi) evidence satisfactory to Buyer that Clause 3(a) of the
Memorandum of Association of the Company shall have been altered in such manner
as Buyer may require; and
(xii) such other documents relevant to the Closing of the
transactions contemplated hereby as Buyer acting reasonably, may request.
(c) No preliminary or permanent injunction or other order, judgment
or decision that restrains or prohibits the consummation of the transactions
contemplated by this Agreement or any Related Agreement shall have been issued
by any court or governmental body.
(d) No action, suit or proceeding shall have been instituted or
threatened before any court or quasi-judicial or administrative agency of any
federal, state, local or foreign jurisdiction wherein an unfavorable injunction,
judgment, order, decree, ruling or charge would prevent consummation of any of
the transactions contemplated by this Agreement or any Related Agreement.
(e) No event, occurrence, fact, condition, change, development or
effect shall have occurred, exist or come to exist since December 31, 1995 that,
individually or in the aggregate, has constituted or resulted in, or could
reasonably be expected to constitute or result in, a Material Adverse Effect on
the assets, operations or financial condition of the Company.
Section 10. Conditions to Closing of Seller. The obligations of Sellers
under this Agreement to consummate the transactions contemplated hereby shall be
subject to the satisfaction (or express waiver by either Seller) on or prior to
the Closing Date of all of the following conditions (provided, that in the event
of any Closing, Buyer shall have no continuing liability or obligation under
this Section 10 as to satisfaction of any of the following conditions):
(a) The representations and warranties of Buyer contained in this
Agreement or any Related Agreement to which Buyer is a party or in any schedule,
exhibit, agreement, certificate or other document delivered pursuant hereto or
thereto shall be true and correct on and as of the Closing Date with the same
effect as though such representations and warranties had been made on and as of
the Closing Date, and each and all of the agreements and covenants of Buyer to
be performed on or before the Closing Date pursuant to the terms hereof shall
have been duly performed; and in the event the Closing Date is not the date
hereof, Buyer shall have delivered to Sellers a certificate executed by an
officer of Buyer, dated the Closing Date, to such effect.
(b) Buyer shall procure concurrently with Closing the payment by or
on behalf of the Company of the sum of $2,066,122 representing all sums
outstanding as intercompany debt owed by the Company to Sellers (which payment
shall be deemed to be in full and final settlement of all indebtedness of the
Company to the Sellers and/or any of their Affiliates).
(c) No preliminary or permanent injunction or other order, judgment
or decision that restrains or prohibits the consummation of the transactions
contemplated by this Agreement or any Related Agreement shall have been issued
by any court or governmental body.
(d) No action, suit or proceeding shall have been instituted or
threatened before any court or quasi-judicial or administrative agency of any
federal, state, local or foreign jurisdiction wherein an unfavorable injunction,
judgment, order, decree, ruling or charge would prevent consummation of any of
the transactions contemplated by this Agreement or any Related Agreement.
Section 11. Survival of Representations, Warranties and Covenants.
(a) Except as provided in Section 8(e), the respective
representations and warranties of Sellers and Buyer contained in this Agreement
or any Related Agreement or in any schedule or exhibit attached hereto or
thereto, shall survive the Closing Date, but shall expire on March 5, 1998,
except that any of such representations and warranties shall survive with
respect to any asserted claim for breach of any such representation or warranty
for which a notice has been delivered under Section 140) prior to such
expiration.
(b) The respective covenants and agreements of Sellers and Buyer as
of the Closing Date contained in this Agreement or any Related Agreement or in
any schedule or exhibit attached hereto or thereto (including, but not limited
to, the indemnification obligations of Sellers set forth in Sections 8 and 12)
shall survive the consummation of the transactions contemplated by this
Agreement, and with respect to the indemnification obligations of Sellers set
forth in Sections 8 and shall not expire until such time as is provided in
Section 8.
Section 12. Indemnification. Sellers shall, jointly and severally,
indemnity, defend and hold harmless Buyer, its Affiliates and their respective
officers, directors, stockholders, agents, insurers, representatives and
employees (the "Buyer Indemnities") from and against, and pay or reimburse Buyer
Indemnities for, any and all claims, actions, proceedings, demands, obligations,
fines, deficiencies, costs, losses, damages or liabilities (including, but not
limited to, reasonable attorneys' fees incurred in the investigation or defense
of any of the same or in asserting any of their respective rights hereunder,
interest and any penalties) (collectively, "Losses" and individually, a "Loss"),
whether or not resulting from any third party claims, incurred or suffered by
any of Buyer Indemnities with respect to or in connection with:
(a) the breach of any representation or warranty made by, or any
breach or nonfulfillment of any covenant or obligation of, either Seller in,
pursuant to or under this Agreement or any Related Agreement or in the schedules
or exhibits attached hereto or thereto and any other agreements, documents or
instruments delivered by Sellers at the Closing pursuant to this Agreement, any
Related Agreement or to any of the foregoing; or
(b) any claim by Buyer for indemnification under Section 8.
provided, that Sellers shall not be required to indemnity the Buyer Indemnities
with respect to any claim for indemnification pursuant to Section 12 unless and
until the aggregate amount of all claims against the Sellers under this Section
12 exceeds $150,000 and then only for the amount by which such claim against
Sellers under this Section 12 exceeds $150,000, provided, further, that in no
event shall Sellers' liability under this Section 12 exceed $1,000,000.
Notwithstanding the foregoing, the thresholds and limits set forth in the
foregoing provisos shall not apply to any obligation with respect to any claim
for indemnification resulting from or arising out of any fraud or gross
negligence by or on the part of either Seller or any Affiliates of such Seller.
With respect to any breach of any representation or warranty, the remedy set out
in this Section 12 shall, except in the case of fraud or gross negligence by or
on the part of either Seller or any Affiliates of such Seller, be the sole and
exclusive remedy available to Buyer with respect to such breach.
Section 13. Indemnification Procedures. In the case of any Loss, other
than as of result of any claim asserted by a third party or any claim to which
Section 8(i) applies, as to which indemnity may be sought by a party entitled to
indemnification under this Agreement (the "Indemnified Party"), notice shall be
given by the Indemnified Party to the party required to provide indemnification
(the "Indemnifying Party"). In the case of any claim asserted and/or threatened
by a third party against the Indemnified Party (other than any claim to which
Section 80) applies), notice shall be given by the Indemnified Party to the
Indemnifying Party promptly after such Indemnified Party has actual knowledge of
such claim or threatened claim as to which indemnity may be sought, and the
Indemnified Party shall permit the Indemnifying Party (at the expense of such
Indemnifying Party) to assume the defense of any claim or any litigation
relating thereto or resulting therefrom, provided that (i) the counsel for the
Indemnifying Party who shall conduct the defense of such claim or litigation
shall be reasonably satisfactory to the Indemnified Party, (ii) the Indemnified
Party may participate in such defense at such Indemnified Party's expense, (ii)
the assumption of such defense by the Indemnifying Party shall not in and of
itself constitute any admission as to liability hereunder to the Indemnified
Party and (iv) the omission by any Indemnified Party to give notice as provided
herein shag not relieve the Indemnifying Party of its indemnification obligation
under this Agreement except to the extent that such omission results in a
failure of actual notice to the Indemnifying Party and has a material adverse
effect on the Indemnifying Party's ability to defend against such claim or
litigation. Except with the prior written consent of the Indemnified Party, no
Indemnifying Party, in the defense of any such claim or litigation, shall
consent to entry of any judgment or enter into any settlement that provides for
injunctive or other non-monetary relief affecting the Indemnified Party or that
does not include as an unconditional term thereof the giving by each claimant or
plaintiff to such Indemnified Party of a release from all liability with respect
to such claim or litigation. In the event that the Indemnifying Party does not
accept the defense of any matter as above provided, (A) the Indemnified Party
shall have the full right to defend against any such claim or litigation and
shall be entitled to settle or agree to pay in fun such claim or litigation; and
(B) all legal and other expenses reasonably incurred by the Indemnified Party
shall be borne by the Indemnifying Party.
Section 14. Miscellaneous.
(a) Entire Agreement. This Agreement and the Related Agreements
(including the schedules and exhibits hereto and thereto) sets forth the entire
understanding of the parties hereto with respect to the subject matter hereof.
Any prior agreements or undertakings among the parties hereto regarding the
subject matter hereof are merged into and superseded by this Agreement and the
Related Agreements.
(b) Modification, Remedies. No amendment, modification or alteration
of the terms or provisions of this Agreement shall be binding unless the same
shall be in writing and duly executed by the parties hereto. The rights and
remedies provided herein are cumulative and are not exclusive of any rights or
remedies that any party may otherwise have at law or in equity.
(c) Severability. If any provision of this Agreement is invalid,
inoperative or unenforceable for any reason, such circumstances shall not have
the effect of rendering the provision in question inoperative or unenforceable
in any other case or circumstance, or of rendering any other provision or
provisions herein invalid, inoperative or unenforceable to any extent
whatsoever, and all such other provisions shall remain in full force and effect
so long as the economic or legal substance of the transactions contemplated
hereby are not affected in any manner adverse to any party hereto.
(d) Assignment. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective successors and permitted
assigns. Neither this Agreement nor any rights, duties or obligations shall be
assigned by any party hereto without the prior written consent of the other
party hereto, and any attempted assignment or transfer without prior written
consent shall be null and void; provided, however, that Buyer shall have the
right, without prior written consent of any Seller to assign its rights and
delegate its duties under this Agreement to any Affiliate of Buyer.
(e) Further Assurances. Following the Closing, each party hereto
shall, from time to time, execute and deliver such additional instruments,
documents, conveyances or assurances and take such other actions as shall be
necessary, or otherwise reasonably requested by the other party or parties, to
confirm and assure the rights and obligations provided for in this Agreement and
render effective the consummation of the transactions contemplated hereby.
(f) Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original
and an of which shall constitute the same instrument.
(g) Headings. The headings of the Articles, Sections and paragraphs
of this Agreement are inserted for convenience only and shall not be deemed to
constitute part of this Agreement or to affect the construction hereof.
(h) No Third Party Beneficiary Rights. This Agreement is not
intended to and shall not be construed to give any person or entity other than
the parties signatory hereto any interest or rights (including, but not limited
to, any third party beneficiary rights) with respect to or in connection with
any agreement or provision contained herein or contemplated hereby.
(i) Expenses. Except as otherwise provided in this Agreement,
Sellers, on the one hand, and Buyer, on the other hand, shall pay all costs and
expenses incurred by it or on its behalf in connection with this Agreement and
all Related Agreements (including all costs, expenses of legal and other
professional advisers) and the transactions contemplated hereby, and Buyer shall
not assume any liability of Sellers in connection therewith.
(j) Notices. Any notice, request, instruction or other document to
be given hereunder by any party hereto to the other party shall be in writing
and shall be sufficiently given if delivered in person, sent by telecopier, sent
by reputable express overnight courier service or sent by registered or
certified mail, postage prepaid, as
follows:
To Buyer: Scholastic Limited
Westfield Road
Southam
Leamington Spa
Warwickshire CV33 0JH
England
Attn.: David Kewley
With a copy to: Scholastic, Inc.
555 Broadway
New York, New York 10012
U.S.A.
Attn.: Legal Department
To Sellers: Pages, Inc./School Book Fairs, Inc.
801 994th Avenue North
Suite 100
St. Petersburg, Florida 33702
U.S.A.
Attn.: S. Robert Davis, Chairman
or at such other address for a party as shall be specified by like notice. All
such notices shall be deemed given when received, as evidenced by the
acknowledgment of receipt issued with respect thereto by the applicable postal
authorities or the signed acknowledgment of receipt of the person to whom such
notice shall have been personally delivered, confirmed answer back or other
evidence of transmission.
(k) Governing Law. This Agreement shag be governed in all respects,
including as to validity, interpretation and effect, by the internal laws of the
State of New York, without giving effect to the conflict of laws rules thereof.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be duly executed as of the date first above written.
SCHOLASTIC LIMITED
By:
Name: /s/ David Walsh
Title: Director
PAGES, INC.
By:
Name: /s/ S. Robert Davis
Title: Chairman
SCHOOL BOOK FAIRS, INC.
By:
Name: /s/ S. Robert Davis
Title: Chairman
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be duly executed as of the date first above written.
SCHOLASTIC LIMITED
By:
Name: /s/ David Walsh
Title: Director
PAGES, INC.
By:
Name: /s/ S. Robert Davis
Title: Chairman
SCHOOL BOOK FAIRS, INC.
By:
Name: /s/ S. Robert Davis
Title: Chairman
0034494.01
Schedule 5(bb)
i. None
ii None
iii School Book Fairs, Inc. Loan to School Book Fair, Ltd. in
the amount of $300,000 on 2/1/96 and 2/2/96.. See Schedule
5(X)
iv The company has negotiated extending payments with several
of their vendors. See attached letter from trade indemnity
requiring financial information to reassess credit limits
for four of their accounts.
<PAGE>
Schedule 5(bb)(iv)
TRADE INDEMNITY
23rd February 1996
LIM/J/KJP/ASG
Mr. G. Bevis
School Book Fairs Limited,
5 Airspeed Road,
Priory Industrial Park,
CHRISTCHURCH,
Dorset, BH23 4HD
Dear Mr. Bevis,
I am writing further to our recent telephone conversation, in which we
discussed four of our clients with whom you currently have arrangements with
to bring the accounts up-to-date.
We have taken the action in cancelling all of our clients' credit limits,
and they must now approach Trade Indemnity on each occasion if a credit
arrangement is to be entered into.
In order for us to reassess new credits, we shall require a package of
financial information from you, including as up-to-date management accounts
as possible, a copy of your current bank covenants, along with your budgets
and forecasts for the 1996 trading year. Upon receipt of this information,
we shall reassess the credit position along with any applications we receive
from our clients. We can also take this opportunity to confirm to you that
any information supplied to Trade Indemnity will be held on a private and
confidential basis and will not be disclosed to any third party.
Finally, I enclose a card reflecting our new address as from the 1st March
1996.
Yours sincerely,
/s/ K.J. Pethers
K.J. Pethers
Senior Trade Underwriter
Trade Underwriting Group 3
Schedule 5(H)
Audit Report 12/31/1995
To be provided at Christchurch Office
Schedule 5(I)
1) Fixed asset List - attached
2) As previously disclosed - certain assets are located at
Distributor
locations:
Cases
Trailers
Computer Equipment
Schedule 5(i)(1)
<TABLE>
<CAPTION>
COMPUTER EQUIPMENT - 5 YEARS W/OFF COST ACCOUNT NO. 11211/2 DEPRECIATION ACCOUNT NO. 11213/4
DEPRCN WDV 1996 1996
REF NO DATE DESCRIPTION COST 31/12/95 31/12/95 JAN FEB MAR APR MAY JNE JLY AUG SEP OCT NOV DEC TOTAL WDV
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CE0001 8/1/88 COMPAQ & SOFTWARE 2743 2743 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
CE0002 5/3/89 COMPAQ 286 & SOFTWARE 2743 2743 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
CE0003 29/5/89 COMPAQ 386 & SOFTWARE 3825 3825 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
CE0004 27/10/86 COMPAQ 3588 3588 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
CE0005 14/7/87 MAGNETIC TAPE 2325 2325 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
CE0006 26/5/87 WORDCRAFT 80 80 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
CE0007 1/6/89 WORDCRAFT SOFTWARE 430 430 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
CE0008 1/4/89 SOLOMON SOFTWARE 250 250 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
CE0009 18/9/89 COMPAQ HARD DISK 935 935 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
CE0010 20/3/90 COMPAQ DESKPRO 386S 3509 3509 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
CE0011 31/7/90 COMPAQ DESKPRO 386S 3129 3129 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
CE0012 18/1/91 2* DEC VDU INST.& CABL 960 944 16 16 0 0 0 0 0 0 0 0 0 0 0 16 0
CE0013 30/4/91 COMPAQ DESKPRO 386S 2958 2765 193 49 0 0 0 0 0 0 0 0 0 0 0 49 144
CE0014 31/7/91 MB MEMORY RE PEGASUS 330 292 38 6 0 0 0 0 0 0 0 0 0 0 0 6 33
CE0015 27/8/91 100 MB DISC+80 MB TAPE 980 853 127 16 0 0 0 0 0 0 0 0 0 0 0 16 111
CE0016 30/11/91 LA210 PRINTER 595 486 109 10 0 0 0 0 0 0 0 0 0 0 0 10 99
CE0017 26/9/91 2*VDU MONITOR ARMS 377 321 56 6 0 0 0 0 0 0 0 0 0 0 0 6 50
CE0019 30/11/91 DATALINE LINK BT (UNIT 633 517 115 11 0 0 0 0 0 0 0 0 0 0 0 11 105
CE0020 11/12/91 INST SOFTWARE DEC 4000 3500 2802 698 58 0 0 0 0 0 0 0 0 0 0 0 58 640
CE0021 20/12/91 CABLES VAX 4000-200 SY 433 346 86 7 0 0 0 0 0 0 0 0 0 0 0 7 79
CE0022 9/1/92 LA70-AE PRINTER EX DE 311 243 67 5 0 0 0 0 0 0 0 0 0 0 0 5 62
CE0023 10/12/91 NETWORK SYSTEM 5,6,12 19350 15491 3859 323 0 0 0 0 0 0 0 0 0 0 0 323 3537
CE0024 21/1/92 PRINTER ACCOUSTIC COVE 699 548 151 12 0 0 0 0 0 0 0 0 0 0 0 12 140
CE0025 1/2/92 DEC AGREEMENT 17/10/91 70430 54067 16363 1174 0 0 0 0 0 0 0 0 0 0 0 1174 15189
CE0026 13/3/92 SAMSUNG PC 89MB 700 525 175 12 0 0 0 0 0 0 0 0 0 0 0 12 163
CE0027 27/5/92 PC FOCUS SOFTWARE 595 427 168 10 0 0 0 0 0 0 0 0 0 0 0 10 158
CE0028 31/7/92 CABLING 2111 1445 666 35 0 0 0 0 0 0 0 0 0 0 0 35 631
CE0029/ 27/4/92 PC B. MCGOWAN 50% 1183 824 359 20 0 0 0 0 0 0 0 0 0 0 0 20 339
CE0030 31/7/92 CABLING 260 178 82 4 0 0 0 0 0 0 0 0 0 0 0 4 78
CE0031 31/7/92 CABLING 260 178 82 4 0 0 0 0 0 0 0 0 0 0 0 4 78
CE0032 31/7/92 TERMINAL 585 400 185 10 0 0 0 0 0 0 0 0 0 0 0 10 175
CE0033 31/7/92 FEE RE CONFIGUATION 500 342 158 8 0 0 0 0 0 0 0 0 0 0 0 8 149
CE0034 1/8/92 HARDWARE RE DEC 22005 15048 6957 367 0 0 0 0 0 0 0 0 0 0 0 367 6590
CE0035 1/8/92 CONN PC TO NETWORK 825 564 261 14 0 0 0 0 0 0 0 0 0 0 0 14 247
CE0036 1/8/92 3.5 DISK DRIVE B. MCGO 365 250 115 6 0 0 0 0 0 0 0 0 0 0 0 6 109
CE0037 1/8/92 ALL IN 1 SOFTWARE 837 572 265 14 0 0 0 0 0 0 0 0 0 0 0 14 251
CE0038 1/8/92 MEMORY MANAGER - PC 350 239 110 6 0 0 0 0 0 0 0 0 0 0 0 6 105
CE0039 1/9/92 3 * VDU SCREENS 300 200 100 5 0 0 0 0 0 0 0 0 0 0 0 5 95
CE0040 1/9/92 ALL IN 1 OFFICE SYSTEM 2500 1667 833 42 0 0 0 0 0 0 0 0 0 0 0 42 791
CE0041 21/10/92 LOTUS 123 LICENCE 380 243 137 6 0 0 0 0 0 0 0 0 0 0 0 6 131
CE0042 22/9/92 DEC PC316 * 3 RBE PROJ 2247 1462 786 37 0 0 0 0 0 0 0 0 0 0 0 37 748
CE0043 12/10/92 2 * DEC PC 316 FRANKLY 1398 901 497 23 0 0 0 0 0 0 0 0 0 0 0 23 474
CE0044 15/10/92 PRINTER * 2 CABLE SHEE 843 542 301 14 0 0 0 0 0 0 0 0 0 0 0 14 287
CE0045 31/3/92 CA LICENCE FEE 2431 1581 850 41 0 0 0 0 0 0 0 0 0 0 0 41 809
CE0046/ 31/3/93 PRINTER START KITS - E 1793 988 805 30 0 0 0 0 0 0 0 0 0 0 0 30 775
CE0048 1/11/92 PC & PRINTER - MARKETI 1236 783 453 21 0 0 0 0 0 0 0 0 0 0 0 21 432
CE0051 1/12/92 MS DOS PATHWORKS 299 185 114 5 0 0 0 0 0 0 0 0 0 0 0 5 110
CE0052 1/12/92 MS DOS PATHWORKS 299 185 114 5 0 0 0 0 0 0 0 0 0 0 0 5 110
CE0054 1/12/92 LOTUS 123 DOS- MARKETI 335 207 128 6 0 0 0 0 0 0 0 0 0 0 0 6 123
CE0055 1/12/92 LA210 STARTER KIT - MK 101 62 39 2 0 0 0 0 0 0 0 0 0 0 0 2 37
CE0056 1/12/92 WPS + DOS ENG PERS- MT 181 112 69 3 0 0 0 0 0 0 0 0 0 0 0 3 66
CE0056/ 1/4/93 WPS + DOS ENG PERS- MT 363 200 163 6 0 0 0 0 0 0 0 0 0 0 0 6 157
CE0057 1/12/92 MS DOS PATHWORKS 299 185 114 5 0 0 0 0 0 0 0 0 0 0 0 5 110
CE0058 25/2/93 MAINT DEC 15 VDUS & KB 1275 724 551 21 0 0 0 0 0 0 0 0 0 0 0 21 530
CE0059 21/3/93 DELL COMP. SUPER VGA 879 484 395 15 0 0 0 0 0 0 0 0 0 0 0 15 380
CE0060 2/4/93 DELL PC - G DAVE 1139 609 530 19 0 0 0 0 0 0 0 0 0 0 0 19 512
CE0061 1/5/93 MULTIBIN ENH. SYSTEM 40790 21792 18998 680 0 0 0 0 0 0 0 0 0 0 0 680 18318
CE0062 30/4/93 LEADS FOR VT220 & PC'S 335 179 156 6 0 0 0 0 0 0 0 0 0 0 0 6 150
CE0063 8/4/93 PATHWORKS LICENCE * 2 394 211 184 7 0 0 0 0 0 0 0 0 0 0 0 7 177
CE0064 20/5/93 MODEM MICROCOM 414 214 200 7 0 0 0 0 0 0 0 0 0 0 0 7 193
CE0065 20/5/93 COMPASS LANTRONIX 6125 3168 2957 102 0 0 0 0 0 0 0 0 0 0 0 102 2855
CE0066 18/5/93 CABLING SYSTEM 480 248 232 8 0 0 0 0 0 0 0 0 0 0 0 8 224
CE0067 18/3/93 COMBO UNITS TO PC'S 149 80 69 2 0 0 0 0 0 0 0 0 0 0 0 2 67
CE0070 23/7/93 MICROSOFT WINDOWS LICE 1179 570 609 20 0 0 0 0 0 0 0 0 0 0 0 20 589
CE0071 3/6/93 PC 128K KEYBOARD ETC 1952 978 974 33 0 0 0 0 0 0 0 0 0 0 0 33 942
CE0072 30/5/93 PC 256K CIRRUS ETC 2902 1453 1449 48 0 0 0 0 0 0 0 0 0 0 0 48 1400
CE0073 30/9/93 SPARES COMP. DEPT. 678 306 372 11 0 0 0 0 0 0 0 0 0 0 0 11 361
CE0075/ 1/11/93 CABLING STOCK OFFICE M 372 161 211 6 0 0 0 0 0 0 0 0 0 0 0 6 204
CE0076 14/10/93 MAP FASTEST ROUTE PROG 226 98 128 4 0 0 0 0 0 0 0 0 0 0 0 4 124
CE0077 28/10/93 PROJECT PLANNER 308 133 174 5 0 0 0 0 0 0 0 0 0 0 0 5 169
CE0078 1/3/94 SAGE PAYROLL SOFTWARE 274 110 164 5 0 0 0 0 0 0 0 0 0 0 0 5 160
CE0079 1/11/93 ADD ON GIRISH PC 543 235 307 9 0 0 0 0 0 0 0 0 0 0 0 9 298
CE0080 31/12/93 MODEM EX SBF INC 135 54 81 2 0 0 0 0 0 0 0 0 0 0 0 2 79
CE0081 29/11/93 FUJITSU PRINTER 4084 1703 2381 68 0 0 0 0 0 0 0 0 0 0 0 68 2313
CE0083 1/12/93 STOCK SOFTWARE EX SBF 9125 3805 5320 152 0 0 0 0 0 0 0 0 0 0 0 152 5168
CE0084 1/1/94 BARCODER FLASSBOX S/WA 2997 1199 1798 50 0 0 0 0 0 0 0 0 0 0 0 50 1748
EX GBBF
CE0013 30/9/89 15 TERMINALS & KEYBOAR 3848 3848 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
CE0014 30/9/89 15 TERMINALS & KEYBOAR 3182 3182 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
CE0015 31/8/89 DEC PRINTER 242 242 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
CE0016 31/8/89 4 DATA TERMINALS 121 121 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
CE0017/ 17/9/89 DIGITAL PRINTER + FREI 475 475 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
CE0018 31/1/90 MODEM FOR VAX 495 495 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
CE0019 18/5/90 VDU & TERMINAL 435 435 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
CE0026 22/3/91 B600 PRINTER & LP11 IN 705 675 30 12 0 0 0 0 0 0 0 0 0 0 0 12 19
CE0028 14/5/91 DATA PRODUCTS B300 STA 350 321 29 6 0 0 0 0 0 0 0 0 0 0 0 6 23
CE0085 21/1/94 PC & KEYBOARD 2ND USER 465 178 287 8 0 0 0 0 0 0 0 0 0 0 0 8 279
CE0086 12/1/94 OFFICE FOR WINDOWS 861 330 531 14 0 0 0 0 0 0 0 0 0 0 0 14 517
CE0087 17/1/94 MULTI USER LICENCE WIN 930 357 574 16 0 0 0 0 0 0 0 0 0 0 0 16 558
CE0088 3/2/94 COBOL COMP. LICENCE 2141 821 1321 36 0 0 0 0 0 0 0 0 0 0 0 36 1285
CE0089 1/3/94 MODEM TO REPLACE RAYLI 464 170 294 8 0 0 0 0 0 0 0 0 0 0 0 8 286
CE0090 11/3/94 IMAGE LABLE DESIGNER 295 103 192 5 0 0 0 0 0 0 0 0 0 0 0 5 187
CE0091 22/2/94 UPGRADE AUTOROUTE WIND 103 38 65 2 0 0 0 0 0 0 0 0 0 0 0 2 64
CE0092 7/4/94 HARD DISK FINANCE PC 192 64 128 3 0 0 0 0 0 0 0 0 0 0 0 3 125
CE0093 11/1/94 CALBLES FOR PC'S 242 85 157 4 0 0 0 0 0 0 0 0 0 0 0 4 153
CE0094 19/4/94 PC ETC - S EVERETT 1137 379 758 19 0 0 0 0 0 0 0 0 0 0 0 19 739
CE0095 31/12/93 SOFTWARE MODS RE BAR C 1050 368 683 18 0 0 0 0 0 0 0 0 0 0 0 18 665
CE0096 26/1/94 4 BAR CODERS 1149 402 747 19 0 0 0 0 0 0 0 0 0 0 0 19 728
CE0097 30/3/94 ADD ONS PC'S RBE/PH 666 233 433 11 0 0 0 0 0 0 0 0 0 0 0 11 422
CE0098 11/5/94 NETWORK CARDS ACCOUNTS 237 71 166 4 0 0 0 0 0 0 0 0 0 0 0 4 162
CE0099 19/4/94 PC DISCDRIVE - EVERETT 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
CE0100 14/7/94 LASER PRINTER COMPUTER 600 170 430 10 0 0 0 0 0 0 0 0 0 0 0 10 420
CE0101 11/7/94 136 COLOUR PRINTER 510 145 366 9 0 0 0 0 0 0 0 0 0 0 0 9 357
CE0102 13/7/94 LASER PRINTER - MKTG 1597 452 1145 27 0 0 0 0 0 0 0 0 0 0 0 27 1118
CE0103 19/7/94 FIBRE OPTIC LINK UNIT5 3532 1001 2531 59 0 0 0 0 0 0 0 0 0 0 0 59 2472
CE0104 19/7/94 MODEM CABLES DEC 200 57 143 3 0 0 0 0 0 0 0 0 0 0 0 3 140
CE0105 15/8/94 DOT MATRIX COL PRINTER 305 81 224 5 0 0 0 0 0 0 0 0 0 0 0 5 219
CE0106 1/8/94 USER NETWORK CARDS 210 56 154 4 0 0 0 0 0 0 0 0 0 0 0 4 151
CE0107 29/7/94 PC KEYBOARD S EVERETT 1099 311 788 18 0 0 0 0 0 0 0 0 0 0 0 18 769
CE0108 16/8/94 CABLING COMM CABINET 377 101 277 6 0 0 0 0 0 0 0 0 0 0 0 6 270
CE0109 29/9/94 2 * TERMINALS & kEYBOA 568 142 426 9 0 0 0 0 0 0 0 0 0 0 0 9 416
CE0110 19/9/94 BARCODER - DISTRNTN 1890 473 1418 32 0 0 0 0 0 0 0 0 0 0 0 32 1386
CE0111 29/9/94 LASER PRINTER - FINANC 620 155 465 10 0 0 0 0 0 0 0 0 0 0 0 10 455
CE0112 6/10/94 3*DEC VT 320 TERMINALS 447 104 343 7 0 0 0 0 0 0 0 0 0 0 0 7 335
CE0113 5/10/94 USER NETWORK CARDS 80 19 61 1 0 0 0 0 0 0 0 0 0 0 0 1 60
CE0114 11/10/94 POST CODES/AREAS 1200 280 920 20 0 0 0 0 0 0 0 0 0 0 0 20 900
CE0116 6/12/94 1* 486 LYNETT 964 193 771 16 0 0 0 0 0 0 0 0 0 0 0 16 755
CE0117 17/11/94 COMPUTER CARDS UPGRADE 75 15 60 1 0 0 0 0 0 0 0 0 0 0 0 1 59
CE0118 31/12/94 1* 486 R. MERRELL 1249 250 999 21 0 0 0 0 0 0 0 0 0 0 0 21 978
CE0115 31/12/94 COMPUTER & CABLES SBF 1286 257 1029 21 0 0 0 0 0 0 0 0 0 0 0 21 1008
CE0119 16/2/95 INFOMODELER START UP P 895 149 746 15 0 0 0 0 0 0 0 0 0 0 0 15 731
CE0120 2/3/95 PEGASUS OPERA 1380 207 1173 23 0 0 0 0 0 0 0 0 0 0 0 23 1150
CE0121 20/3/95 INTEL 486DX2 66MHZ * 2 2378 357 2021 40 0 0 0 0 0 0 0 0 0 0 0 40 1982
CE0122 31/3/95 RMT ENET X.25 BROUTER 1481 222 1259 25 0 0 0 0 0 0 0 0 0 0 0 25 1234
CE0123 27/3/95 CYRIX 486 PROC/PROCESS 204 31 173 3 0 0 0 0 0 0 0 0 0 0 0 3 170
CE0124 13/6/95 SEAGATE 516OMB * 1 1083 108 975 18 0 0 0 0 0 0 0 0 0 0 0 18 957
CE0127 1/7/95 TURBO MODEMS 1055 88 967 18 0 0 0 0 0 0 0 0 0 0 0 18 949
CE0126 26/6/95 AIR CONDITIONING 2120 212 1908 35 0 0 0 0 0 0 0 0 0 0 0 35 1872
CE0129 1/9/95 25 * 486 DX2-66 PCS DI 18950 948 18003 316 0 0 0 0 0 0 0 0 0 0 0 316 17687
CE0131 23/11/95 3* BARCODERS PTC600 1203 20 1183 20 0 0 0 0 0 0 0 0 0 0 0 20 1163
CE0132 17/11/95 4* 486 DX266 2422 40 2382 40 0 0 0 0 0 0 0 0 0 0 0 40 2341
CE0133 15/12/95 2* MODEMS RE EIRE 604 0 604 10 0 0 0 0 0 0 0 0 0 0 0 10 594
CE0134 12/12/95 LINKS RE PC'S TO NETWO 206 0 206 3 0 0 0 0 0 0 0 0 0 0 0 3 202
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
TOTAL 1995 318023 192276 125747 4761 0 0 0 0 0 0 0 0 0 0 0 4761 120986
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
</TABLE>
<TABLE>
<CAPTION>
ADDITIONS 1996 - 5 YEARS W/OFF
DEPRCN WDV 1996 1996
REF NO DATE DESCRIPTION COST 31/12/95 31/12/95 JAN FEB MAR APR MAY JNE JLY AUG SEP OCT NOV DEC TOTAL WDV
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CE0135 16/1/96 5*VT420 + 1*VAX 3300 E 3100 0 0 0 3100
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
TOTAL ADDITIONS 1996 3100 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 3100
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
</TABLE>
<TABLE>
<CAPTION>
COMPUTER EQUIPMENT - 3 YEARS W/OFF
DEPRCN WDV 1996 1996
REF NO DATE DESCRIPTION COST 31/12/95 31/12/95 JAN FEB MAR APR MAY JNE JLY AUG SEP OCT NOV DEC TOTAL WDV
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CE0068 27/5/93 BAR CODER PC MODEM 17091 14723 2368 474 0 0 0 0 0 0 0 0 0 0 0 474 1894
CE0069 1/6/93 BAR CODE SOFTWARE 1000 823 177 28 0 0 0 0 0 0 0 0 0 0 0 28 150
CE0074 30/9/93 VDU FILTER SCREENS 1088 816 272 30 0 0 0 0 0 0 0 0 0 0 0 30 242
CE0082 13/12/93 DPE VAX 4200 LICENCE 2000 1332 668 56 0 0 0 0 0 0 0 0 0 0 0 56 613
CE0123 15/4/95 COBOL INTERFACE PARCEL 2800 622 2178 78 0 0 0 0 0 0 0 0 0 0 0 78 2101
CE0125 10/6/95 PARCELINE SYSTEMS 400 67 333 11 0 0 0 0 0 0 0 0 0 0 0 11 322
CE128 8/8/95 MODEMSHARE 131 15 117 4 0 0 0 0 0 0 0 0 0 0 0 4 113
CE0130 1/11/95 INSTALLATION KEYBOARD 225 6 219 6 0 0 0 0 0 0 0 0 0 0 0 6 213
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
TOTAL ASSETS 1995 24735 18402 6333 686 0 0 0 0 0 0 0 0 0 0 0 686 5646
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
</TABLE>
<TABLE>
<CAPTION>
ADDITIONS - 3 YEARS W/OFF
DEPRCN WDV 1996 1996
REF NO DATE DESCRIPTION COST 31/12/95 31/12/95 JAN FEB MAR APR MAY JNE JLY AUG SEP OCT NOV DEC TOTAL WDV
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
TOTAL ADDITIONS 1996 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
TOTAL COMPUTER ASSETS 1996 345858 210678 132080 5447 0 0 0 0 0 0 0 0 0 0 0 5447 129732
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
</TABLE>
<TABLE>
<CAPTION>
OFFICE FURNITURE - 5 YEARS W/OFF COST ACCOUNT NO. 11221/2 DEPRECIATION ACCOUNT NO. 11223/4
DEPRCN WDV 1996 1996
REF NO DATE DESCRIPTION COST 31/12/95 31/12/95 JAN FEB MAR APR MAY JNE JLY AUG SEP OCT NOV DEC TOTAL WDV
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
F&F001 15/9/87 FRIDGE/MICROWAVE 240 240 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
F&F002 15/9/87 OFFICE SHELVING 856 856 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
F&F003 22/9/87 OFFICE SIGN 580 580 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
F&F004 21/10/87 SAFE 203 203 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
F&F005 21/10/87 3* DESKS 350 350 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
F&F006 21/10/87 SHREDDER 266 266 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
F&F007 21/10/87 COAT STAND 98 98 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
F&F009 27/6/87 COFFEE TABLE 52 52 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
F&F010 27/6/87 ELECTRIC TYPEWRITER 734 734 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
F&F011 21/10/87 COAT STAND 49 49 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
F&F012 21/10/87 2* TYPEWRITERS 937 937 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
F&F016 12/1/88 WORKSTATIONS 570 570 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
F&F017 9/2/88 DATA PROTECTION SAFE 820 820 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
F&F018 27/4/88 WORKSTATIONS 165 165 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
F&F019 17/5/88 SHREDDER 544 544 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
F&F021 1/8/88 SUNDRY OFFICE SUPPLIES 104 104 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
F&F024 3/5/89 COMPUTER WORKSTATION 195 195 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
F&F025 17/5/88 DESKS & CHAIRS 3326 3326 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
F&F026 1/8/88 WORK STATIONS 762 762 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
F&F028 30/8/89 OFFICE FURNITURE 693 693 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
F&F029 12/9/89 OFFICE FURNITURE 657 657 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
F&F031 31/10/89 OFFICE FURNITURE 1748 1748 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
F&F032 13/9/89 FACSIMILE MACHINE 995 995 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
F&F033 13/11/89 SHELVING 563 563 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
F&F034 30/11/89 OFFICE FURNITURE 1329 1329 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
F&F035 21/9/89 REFRIDGERATOR 102 102 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
F&F036 8/12/89 OFFICE FURNITURE 261 261 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
F&F037 18/1/90 OFFICE FURNITURE 192 192 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
F&F038 28/2/90 OFFICE FURNITURE 335 335 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
F&F039 31/3/90 OFFICE FURNITURE 246 246 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
F&F040 28/4/90 ANSWER MACHINE 74 74 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
F&F041 25/4/90 OFFICE FURNITURE 472 472 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
F&F042 23/5/90 OFFICE FURNITURE 545 545 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
F&F043 8/12/89 OFFICE FURNITURE 213 213 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
F&F045 10/5/90 OFFICE FURNITURE 76 76 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
F&F047 14/6/90 FILING CABINET 105 105 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
F&F048 20/7/90 SYSTEM SOLVER 180 180 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
F&F049 29/8/90 3*BELMONT CHAIRS 247 247 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
F&F050 12/8/90 5* 8 INCH FANS 176 176 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
F&F051 12/8/90 1* 12 INCH FAN 56 56 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
F&F052 25/3/91 4* FORCE 8 HAND DRYERS 327 313 14 5 0 0 0 0 0 0 0 0 0 0 0 5 9
F&F053 6/3/91 CAPLAN D/ TOP & 2 PEDE 351 334 17 6 0 0 0 0 0 0 0 0 0 0 0 6 11
F&F054 6/3/91 2* GAS LIFT CHAIRS 114 108 6 2 0 0 0 0 0 0 0 0 0 0 0 2 4
F&F055 28/2/91 2* CAPLAN MAHOG DESKS 220 213 7 4 0 0 0 0 0 0 0 0 0 0 0 4 3
F&F056 13/3/91 1* CAPLAN MAHOG DESK 131 125 6 2 0 0 0 0 0 0 0 0 0 0 0 2 4
F&F057 2/4/91 LOUVRE WINDOW BLINDS 685 640 45 11 0 0 0 0 0 0 0 0 0 0 0 11 33
F&F058 5/4/91 LEC FRIDGE 130 122 8 2 0 0 0 0 0 0 0 0 0 0 0 2 6
F&F059 4/4/91 DESKS & TABLES 1808 1690 118 30 0 0 0 0 0 0 0 0 0 0 0 30 88
F&F060 24/4/91 SHELVING FOR FIONAS OF 519 485 34 9 0 0 0 0 0 0 0 0 0 0 0 9 25
F&F061 17/4/91 LAINIER FAX MACHINE 950 888 62 16 0 0 0 0 0 0 0 0 0 0 0 16 46
F&F064 7/6/91 ROSEWOOD TABLE BOARDRO 865 779 85 14 0 0 0 0 0 0 0 0 0 0 0 14 71
F&F065 3/6/91 CANON DESKTOP COPIER A 426 384 42 7 0 0 0 0 0 0 0 0 0 0 0 7 35
F&F066 1/6/91 11 *FIRE EXT. UNIT 12 711 653 58 12 0 0 0 0 0 0 0 0 0 0 0 12 47
F&F067 21/6/91 S/H CANON AP300 T/WRIT 95 86 9 2 0 0 0 0 0 0 0 0 0 0 0 2 8
F7F068 26/6/91 SINGLE DESK COMPUTER 85 77 8 1 0 0 0 0 0 0 0 0 0 0 0 1 7
F&F069 19/6/91 ROSEWOOD CABINET & COA 279 252 27 5 0 0 0 0 0 0 0 0 0 0 0 5 23
F&F070 9/7/91 DESK /BOOKCASE/CHAIR-F 420 371 49 7 0 0 0 0 0 0 0 0 0 0 0 7 42
F&F071 16/7/91 10 ROSEWOOD CHAIRS B/R 750 663 87 13 0 0 0 0 0 0 0 0 0 0 0 13 74
F&F072 25/6/91 2 VDU ADJUSTABLE ARMS 377 340 37 6 0 0 0 0 0 0 0 0 0 0 0 6 31
F&F073 8/7/91 MOBILE CABINET +2 VDU 612 541 71 10 0 0 0 0 0 0 0 0 0 0 0 10 61
F&F075 17/3/92 2250 FAX MACHINE 850 638 212 14 0 0 0 0 0 0 0 0 0 0 0 14 198
F&F076 1/11/92 EIRE TELEPHONE SYSTEM 1300 787 513 22 0 0 0 0 0 0 0 0 0 0 0 22 492
F&F079 15/5/93 PANASONIC UF311 FAX 1150 584 566 19 0 0 0 0 0 0 0 0 0 0 0 19 547
F&F083 2/11/93 FRANKING MACHINE 13000 5421 7579 217 0 0 0 0 0 0 0 0 0 0 0 217 7363
F&F084 2/11/93 ELECTRIC POSTAL SCALE 990 429 561 17 0 0 0 0 0 0 0 0 0 0 0 17 545
F&F085 1/12/93 CARPETING UNIT 5 375 150 225 6 0 0 0 0 0 0 0 0 0 0 0 6 219
F&F078 16/4/93 13 BAYS USED SHELVING 1000 520 480 17 0 0 0 0 0 0 0 0 0 0 0 17 463
F&F080 1/6/93 BISTECH TELEPHONE EXCH 23193 11616 11577 387 0 0 0 0 0 0 0 0 0 0 0 387 11191
F&F082 4/11/93 DESKS & CHAIRS EX GELS 280 117 163 5 0 0 0 0 0 0 0 0 0 0 0 5 159
GBBF 0
F&F023 1/10/88 PALLET RACKING 2850 2850 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
F&F087 22/3/94 HEADSET RECEPTN TELEPH 200 70 130 3 0 0 0 0 0 0 0 0 0 0 0 3 127
F&F086 5/1/94 LETTER FOLDING MACHINE 1350 518 833 23 0 0 0 0 0 0 0 0 0 0 0 23 810
F&F088 27/10/94 ADD TELEPHONE SYSTEM 675 158 518 11 0 0 0 0 0 0 0 0 0 0 0 11 506
F&F089 23/2/95 12 WORKSATIONS - TELES 4427 738 3689 74 0 0 0 0 0 0 0 0 0 0 0 74 3615
F&F090 27/2/95 3 * SCREENS+1 PHONE TA 135 23 113 2 0 0 0 0 0 0 0 0 0 0 0 2 110
F&F091 23/2/95 3* DESKS & RETURNS 610 102 508 10 0 0 0 0 0 0 0 0 0 0 0 10 498
F&F092 14/6/95 CANON FACSIMILE PJH 595 60 536 10 0 0 0 0 0 0 0 0 0 0 0 10 526
F&F093 1/9/95 UPGRADE BISTECH TELEP 19457 973 18484 324 0 0 0 0 0 0 0 0 0 0 0 324 18160
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
TOTAL 1995 102410 54931 47479 1324 0 0 0 0 0 0 0 0 0 0 0 1324 46155
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
</TABLE>
<TABLE>
<CAPTION>
ADDITIONS 1996 - 5 YEARS W/OFF
DEPRCN WDV 1996 1996
REF NO DATE DESCRIPTION COST 31/12/95 31/12/95 JAN FEB MAR APR MAY JNE JLY AUG SEP OCT NOV DEC TOTAL WDV
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
TOTAL ADDITIONS 1996 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
</TABLE>
<TABLE>
<CAPTION>
OFFICE FURNITURE - 10 YEARS W/OFF
DEPRCN WDV 1996 1996
REF NO DATE DESCRIPTION COST 31/12/95 31/12/95 JAN FEB MAR APR MAY JNE JLY AUG SEP OCT NOV DEC TOTAL WDV
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
F&F046 3/5/90 STOREACALL SYSTEM 6020 3365 2655 50 0 0 0 0 0 0 0 0 0 0 50 2605
F&F063 16/5/91 1*TBS CUPBOARD COFFEE 168 78 90 1 0 0 0 0 0 0 0 0 0 0 1 89
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
TOTAL ASSETS 1995 6188 3443 2745 52 0 0 0 0 0 0 0 0 0 0 0 52 2694
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
</TABLE>
<TABLE>
<CAPTION>
OFFICE FURNITURE - 1 YEAR W/OFF
DEPRCN WDV 1996 1996
REF NO DATE DESCRIPTION COST 31/12/95 31/12/95 JAN FEB MAR APR MAY JNE JLY AUG SEP OCT NOV DEC TOTAL WDV
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
F&F022 1/8/88 FRANKING MACHINE 530 530 0 0 0 0 0 0 0 0 0 0 0 0 0 0
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
TOTAL ASSETS 1995 530 530 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
</TABLE>
<TABLE>
<CAPTION>
OFFICE FURNITURE - 7 YEARS W/OFF
DEPRCN WDV 1996 1996
REF NO DATE DESCRIPTION COST 31/12/95 31/12/95 JAN FEB MAR APR MAY JNE JLY AUG SEP OCT NOV DEC TOTAL WDV
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
F&F013 26/1/88 OFFICE PARTITION SALES 490 490 0 0 0
F&F014 21/1/88 WALL COVERING 270 270 0 0 0
F&F015 15/1/88 WAREHOUSE LIGHTS 989 989 0 0 0 0 0 0 0 0 0 0 0 0 0 0
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
TOTAL ASSETS 1995 1749 1749 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
TOTAL OFFICE FURNITURE ASSETS 1996 110877 60653 50224 1376 0 0 0 0 0 0 0 0 0 0 0 1376 48849
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
</TABLE>
<TABLE>
<CAPTION>
WAREHOUSE EQUIPMENT - 7 YEARS W/OFF COST ACCOUNT NO. 11231/2 DEPRECIATION ACCOUNT NO. 11233/4
DEPRCN WDV 1996 1996
REF NO DATE DESCRIPTION COST 31/12/95 31/12/95 JAN FEB MAR APR MAY JNE JLY AUG SEP OCT NOV DEC TOTAL WDV
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
WE0001 11/10/91 1*12FT * 8FT OFFICE UN 1606 957 649 19 0 0 0 0 0 0 0 0 0 0 0 19 630
WE0002 1/10/91 LITTLE DAVID CASE SEAL 2875 1644 1231 34 0 0 0 0 0 0 0 0 0 0 0 34 1197
WE0003 28/8/91 2 * WAREHOUSE STEPS 2 1086 675 411 13 0 0 0 0 0 0 0 0 0 0 0 13 398
WE0004 28/12/91 DEXION SHELVING FOR R. 568 325 243 7 0 0 0 0 0 0 0 0 0 0 0 7 237
WE0005 23/6/92 FORK LIFT 1924 963 961 23 0 0 0 0 0 0 0 0 0 0 0 23 938
WE0006 22/6/92 FORK WORKING PLATFORM 583 294 289 7 0 0 0 0 0 0 0 0 0 0 0 7 282
WE0007 1/8/92 RACKING & SHELVING 2631 1285 1346 31 0 0 0 0 0 0 0 0 0 0 0 31 1315
WE0009 29/7/93 BOLTFREE SHELVING 500 173 327 6 0 0 0 0 0 0 0 0 0 0 0 6 321
WE0010 17/11/93 GUIDE RAIL FOR CONVEYO 500 149 351 6 0 0 0 0 0 0 0 0 0 0 0 6 345
WE0013 11/10/93 2 * PALLET TRUCKS 380 118 262 5 0 0 0 0 0 0 0 0 0 0 0 5 258
GBBF
WE0001 8/9/87 RACKING 1131 1131 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
WE0002 20/10/87 SHELVING 95 95 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
WE0003 21/10/87 FORKLIFT TRUCK 6704 6704 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
WE0005 31/12/87 SHELVING 439 439 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
WE0006 26/10/87 PALLET TRUCK 288 288 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
WE0007 22/2/88 SHELVING 5350 5350 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
WE0008 17/8/89 ELECTRONIC SCALES 625 566 59 7 0 0 0 0 0 0 0 0 0 0 0 7 52
WE0009 23/8/89 WAREHOUSE SHELVING 7500 6790 710 89 0 0 0 0 0 0 0 0 0 0 0 89 621
WE0010 29/9/89 RAISED STORAGE PLATFOR 7059 6307 752 84 0 0 0 0 0 0 0 0 0 0 0 84 668
WE0011 30/9/89 MEZZANINE FLOOR 687 614 73 8 0 0 0 0 0 0 0 0 0 0 0 8 65
WE0012 26/10/89 FORKLIFT TRUCK 16764 14776 1988 200 0 0 0 0 0 0 0 0 0 0 0 200 1789
WE0013 27/10/89 BALANCED TROLLEY 181 160 21 2 0 0 0 0 0 0 0 0 0 0 0 2 19
WE0014 2/10/89 SHELVING 1383 1219 164 16 0 0 0 0 0 0 0 0 0 0 0 16 148
WE0015 24/8/89 HAND PALLET TRUCK 235 213 22 3 0 0 0 0 0 0 0 0 0 0 0 3 19
WE0016 16/9/89 WAREHOUSE LIGHTS 782 698 83 9 0 0 0 0 0 0 0 0 0 0 0 9 74
WE0017 1/1/90 SHELVING 645 553 92 8 0 0 0 0 0 0 0 0 0 0 0 8 84
WE0018 1/12/89 PRICING GUNS 220 189 31 3 0 0 0 0 0 0 0 0 0 0 0 3 29
WE0019 9/1/90 SHELVING 241 204 37 3 0 0 0 0 0 0 0 0 0 0 0 3 34
WE0020 11/4/90 CLADDING FOR RACKING 168 136 32 2 0 0 0 0 0 0 0 0 0 0 0 2 30
WE0021 18/6/90 10* TRESSEL TABLES 390 307 83 5 0 0 0 0 0 0 0 0 0 0 0 5 79
WE0022 26/6/90 PALLET RACKING 70 55 15 1 0 0 0 0 0 0 0 0 0 0 0 1 14
WE0023 27/6/90 24* PRICING GUNS 1311 1031 280 16 0 0 0 0 0 0 0 0 0 0 0 16 264
WE0024 20/7/90 SHRINK WRAP SYSTEM 335 259 76 4 0 0 0 0 0 0 0 0 0 0 0 4 72
WE0025 28/2/91 LINK RACKING RE W/HOUS 20000 13831 6169 238 0 0 0 0 0 0 0 0 0 0 0 238 5931
WE0026 1/4/91 LANSING ELECTRIC TRUCK 15572 10476 5096 185 0 0 0 0 0 0 0 0 0 0 0 185 4911
WE0027 15/4/91 DEXION UNITS RE LIBRAR 904 604 300 11 0 0 0 0 0 0 0 0 0 0 0 11 290
WE0028 30/4/91 IMPEX RACKING RE UNIT 6107 4078 2029 73 0 0 0 0 0 0 0 0 0 0 0 73 1957
WE0021 22/7/94 PALLETT RACKING 5&6 25700 5201 20499 306 0 0 0 0 0 0 0 0 0 0 0 306 20193
WE0022 1/8/94 DEXION BEAMS HANDRAIL 1622 328 1293 19 0 0 0 0 0 0 0 0 0 0 0 19 1274
WE0023 17/10/94 SECOND HAND GAS HEATER 500 83 417 6 0 0 0 0 0 0 0 0 0 0 0 6 411
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
1995 135661 89267 46395 1448 0 0 0 0 0 0 0 0 0 0 0 1448 44946
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
</TABLE>
<TABLE>
<CAPTION>
ADDITIONS 1996 - 7 YEARS W/OFF
DEPRCN WDV 1996 1996
REF NO DATE DESCRIPTION COST 31/12/95 31/12/95 JAN FEB MAR APR MAY JNE JLY AUG SEP OCT NOV DEC TOTAL WDV
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
TOTAL ADDITIONS 1996 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
</TABLE>
<TABLE>
<CAPTION>
WAREHOUSE - 5 YEARS W/OFF
DEPRCN WDV 1996 1996
REF NO DATE DESCRIPTION COST 31/12/95 31/12/95 JAN FEB MAR APR MAY JNE JLY AUG SEP OCT NOV DEC TOTAL WDV
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
WE0011 11/11/93 CONVEYOR SYSTEM UNIT 5 3661 1464 2196 61 0 0 0 0 0 0 0 0 0 0 0 61 2135
WE0014 23/12/93 SHELVING ORDER ASS. 1750 700 1050 29 0 0 0 0 0 0 0 0 0 0 0 29 1021
WE0015 28/12/93 SHELVING & RACKING UNI 3366 1347 2020 56 0 0 0 0 0 0 0 0 0 0 0 56 1964
WE0012 1/5/94 FORK LIFT TRUCK NARROW 16612 5537 11074 277 0 0 0 0 0 0 0 0 0 0 0 277 10798
WE0016 12/1/94 CONVEYOR UNIT 12 4187 1605 2582 70 0 0 0 0 0 0 0 0 0 0 0 70 2512
WE0017 12/1/94 SHELVING BAYS 18 MOBLE 5632 2159 3473 94 0 0 0 0 0 0 0 0 0 0 0 94 3379
WE0018 12/1/94 STRIP CURTAIN UNIT 5 850 326 524 14 0 0 0 0 0 0 0 0 0 0 0 14 510
WE0019 31/1/94 COVER BOARDS CONVEYOR 240 88 152 4 0 0 0 0 0 0 0 0 0 0 0 4 148
WE0020 6/5/94 100 PALLETS SIZE 1200* 300 95 205 5 0 0 0 0 0 0 0 0 0 0 0 5 200
WE0015A 11/11/93 SHELVING & RACKING UNI 1000 383 617 17 0 0 0 0 0 0 0 0 0 0 0 17 600
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
TOTAL ASSETS 1995 37598 13704 23893 627 0 0 0 0 0 0 0 0 0 0 0 627 23267
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
</TABLE>
<TABLE>
<CAPTION>
ADDITIONS 1996 - 5 YEARS W/OFF
DEPRCN WDV 1996 1996
REF NO DATE DESCRIPTION COST 31/12/95 31/12/95 JAN FEB MAR APR MAY JNE JLY AUG SEP OCT NOV DEC TOTAL WDV
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
TOTAL ADDITIONS 1996 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
TOTAL WAREHOUSE ASSETS 1996 173259 102971 70288 2075 0 0 0 0 0 0 0 0 0 0 0 2075 68213
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
</TABLE>
<TABLE>
<CAPTION>
CASES - 7 YEARS W/OFF COST ACCOUNT NO. 11241/2 DEPRECIATION ACCOUNT NO. 11243/4
DEPRCN WDV 1996 1996
REF NO DATE DESCRIPTION COST 31/12/95 31/12/95 JAN FEB MAR APR MAY JNE JLY AUG SEP OCT NOV DEC TOTAL WDV
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CA0001/ 13/9/91 199 CASES EX PAR INDUS 60474 35630 24844 720 0 0 0 0 0 0 0 0 0 0 0 720 24124
CA0002 30/10/91 90 DISPLAY CASES EX SB 21531 12825 8705 256 0 0 0 0 0 0 0 0 0 0 0 256 8449
CA0008 1/10/92 BOOK STANDS 150 2235 1038 1197 27 0 0 0 0 0 0 0 0 0 0 0 27 1170
CA0003 30/11/91 70 DISPLAY CASES EX SB 16938 9891 7047 202 0 0 0 0 0 0 0 0 0 0 0 202 6845
GBBF
CA0001 27/8/87 288 CASES 59164 59164 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
CA0002 15/12/87 288 CASES 39536 39536 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
CA0003 17/5/88 FREIGHT ON 198 CASES 9330 9330 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
CA0004 1/9/88 308 CASES 78812 78812 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
CA0005 1/9/88 FREIGHT ON 308 CASES 21031 21031 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
CA0006 1/8/88 268 CASES 49486 49486 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
CA0007 1/8/88 198 CASES 36561 36561 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
CA0008 1/11/88 FREIGHT ON CASES COLUM 3244 3244 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
CA0010 1/12/88 90 CASES WITH SUPPLIES 23808 23808 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
CA0011 1/4/89 300 CASES 95114 91795 3319 1132 0 0 0 0 0 0 0 0 0 0 0 1132 2187
CA0012 30/9/89 369 CASES PLUS FREIGHT 109956 98281 11675 1309 0 0 0 0 0 0 0 0 0 0 0 1309 10366
CA0014 31/10/89 36 CASES PLUS FREIGHT 10602 9344 1258 126 0 0 0 0 0 0 0 0 0 0 0 126 1131
CA0015 31/12/89 180 CASES 54636 46852 7785 650 0 0 0 0 0 0 0 0 0 0 0 650 7134
CA0016 31/1/90 45 CASES 12488 10557 1931 149 0 0 0 0 0 0 0 0 0 0 0 149 1782
CA0017 30/5/90 28 CASES PLUS FREIGHT 8528 6809 1719 102 0 0 0 0 0 0 0 0 0 0 0 102 1618
CA0018 1/10/89 FREIGHT COSTS RE CA12/ 1240 1108 132 15 0 0 0 0 0 0 0 0 0 0 0 15 117
CA0019 11/7/90 60 CASES PLUS FREIGHT 17640 13663 3977 210 0 0 0 0 0 0 0 0 0 0 0 210 3767
CA0020 19/9/90 143 BOOK MARK STANDS 1283 963 320 15 0 0 0 0 0 0 0 0 0 0 0 15 305
CA0021 28/9/90 41 CASES RE PAR IND. 11637 8736 2902 139 0 0 0 0 0 0 0 0 0 0 0 139 2763
CA0022 31/8/90 CLEARANCE RE 62 USA CA 285 217 68 3 0 0 0 0 0 0 0 0 0 0 0 3 64
CA0023 12/10/90 90 DISPLAY CASES USA 20902 15437 5465 249 0 0 0 0 0 0 0 0 0 0 0 249 5216
CA0024 6/9/90 16 CASES USA 3742 2809 933 45 0 0 0 0 0 0 0 0 0 0 0 45 888
CA0025 31/10/90 221 CASES EX PAR IND 62729 45615 17113 747 0 0 0 0 0 0 0 0 0 0 0 747 16366
CA0026 30/9/90 FREIGHT RE 90 CASES 2919 2191 728 35 0 0 0 0 0 0 0 0 0 0 0 35 693
CA0027 31/10/90 70 DISPLAY CASES EX SB 15668 11571 4096 187 0 0 0 0 0 0 0 0 0 0 0 187 3910
CA0028 31/10/90 FREIGHT RE 70 CASES US 3244 2396 848 39 0 0 0 0 0 0 0 0 0 0 0 39 809
CA0029 30/10/90 33 CASES EX PAR IND 9367 6918 2449 112 0 0 0 0 0 0 0 0 0 0 0 112 2337
CA0030 14/12/90 5 CASES EX PAR IND 1419 1014 405 17 0 0 0 0 0 0 0 0 0 0 0 17 388
CA0031 31/1/91 16 CASES EX SBF INC 3866 2716 1150 46 0 0 0 0 0 0 0 0 0 0 0 46 1104
CA0032 10/6/91 40 CASES EX SBF INC 12021 7740 4282 143 0 0 0 0 0 0 0 0 0 0 0 143 4139
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
1995 881435 767089 114346 6672 0 0 0 0 0 0 0 0 0 0 0 6672 107674
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
</TABLE>
<TABLE>
<CAPTION>
CASES - 4 YEARS W/OFF
DEPRCN WDV 1996 1996
REF NO DATE DESCRIPTION COST 31/12/95 31/12/95 JAN FEB MAR APR MAY JNE JLY AUG SEP OCT NOV DEC TOTAL WDV
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CA0009 13/8/93 150 CASES EX SBF 43596 23619 19976 908 0 0 0 0 0 0 0 0 0 0 0 908 19068
CA0010 27/10/93 250 DISPLAY STANDS 3995 2164 1831 83 0 0 0 0 0 0 0 0 0 0 0 83 1747
CA0007 1/10/92 294 CASES PLUS FREIGHT 64836 52712 12123 1351 0 0 0 0 0 0 0 0 0 0 0 1351 10773
CA0011 19/8/94 500 BOOK MARK STANDS W 10385 3462 6923 216 0 0 0 0 0 0 0 0 0 0 0 216 6707
CA0012 19/9/94 2000 DOUBLE LEVEL BK S 31800 9938 21863 663 0 0 0 0 0 0 0 0 0 0 0 663 21200
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
TOTAL ASSETS 1995 154612 91895 62716 3221 0 0 0 0 0 0 0 0 0 0 0 3221 59495
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
</TABLE>
<TABLE>
<CAPTION>
CASES - 3 YEARS W/OFF
DEPRCN WDV 1996 1996
REF NO DATE DESCRIPTION COST 31/12/95 31/12/95 JAN FEB MAR APR MAY JNE JLY AUG SEP OCT NOV DEC TOTAL WDV
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CA0013 31/3/95 PVC STRIPS/LINERS 24400 6094 18306 677 0 0 0 0 0 0 0 0 0 0 0 677 17629
CA0014 27/4/95 1470 STATIONERY HOLDER 6321 1403 4918 175 0 0 0 0 0 0 0 0 0 0 0 175 4742
CA0015 2/10/95 3000 PVC STRIPS/LINERS 3660 203 3457 102 0 0 0 0 0 0 0 0 0 0 0 102 3355
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
TOTAL ASSETS 1995 34381 7700 26681 954 0 0 0 0 0 0 0 0 0 0 0 954 25727
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
</TABLE>
<TABLE>
<CAPTION>
CASES - 1 YEAR W/OFF
DEPRCN WDV 1996 1996
REF NO DATE DESCRIPTION COST 31/12/95 31/12/95 JAN FEB MAR APR MAY JNE JLY AUG SEP OCT NOV DEC TOTAL WDV
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CA0008 22/1/93 FOLDING STEEL CABINET 1054 1054 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
TOTAL ASSETS 1995 1054 1054 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
TOTAL CASE ASSETS 1996 1071481 867739 203743 10847 0 0 0 0 0 0 0 0 0 0 0 10847 192896
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
</TABLE>
<TABLE>
<CAPTION>
MOTOR VEHICLES - 4 YEARS W/OFF COST ACCOUNT NO. 11251/2 DEPRECIATION ACCOUNT NO. 11253/4
DEPRCN WDV 1996 1996
REF NO DATE DESCRIPTION COST 31/12/95 31/12/95 JAN FEB MAR APR MAY JNE JLY AUG SEP OCT NOV DEC TOTAL WDV
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
MV0009 25/2/91 PEUGEOT 205 GR H732 LJ 8380 8380 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
MV0010 14/5/91 CITREON GT 1.4 H385 MJ 8428 8428 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
MV0014 9/12/93 ASTRA E566 LJT POOL 4724 2362 2362 98 0 0 0 0 0 0 0 0 0 0 0 98 2263
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
1995 21532 19170 2362 98 0 0 0 0 0 0 0 0 0 0 0 98 2263
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
</TABLE>
<TABLE>
<CAPTION>
MOTOR VEHICLES - 3 YEARS W/OFF
DEPRCN WDV 1996 1996
REF NO DATE DESCRIPTION COST 31/12/95 31/12/95 JAN FEB MAR APR MAY JNE JLY AUG SEP OCT NOV DEC TOTAL WDV
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
MV0015 1/10/94 HONDA PRELUDE J144 HPO 6250 2602 3648 173 0 0 0 0 0 0 0 0 0 0 0 173 3474
MV0016 22/3/95 RADIO /CD P HODSON 658 164 493 18 0 0 0 0 0 0 0 0 0 0 0 18 475
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
1995 6908 2766 4141 192 0 0 0 0 0 0 0 0 0 0 0 192 3950
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
</TABLE>
<TABLE>
<CAPTION>
ADDITIONS 1996 - 3 YEARS W/OFF
DEPRCN WDV 1996 1996
REF NO DATE DESCRIPTION COST 31/12/95 31/12/95 JAN FEB MAR APR MAY JNE JLY AUG SEP OCT NOV DEC TOTAL WDV
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
TOTAL ADDITIONS 1996 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
TOTAL MOTOR VEHICLES ASSETS 1996 28439 21936 6503 290 0 0 0 0 0 0 0 0 0 0 0 290 6213
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
</TABLE>
<TABLE>
<CAPTION>
TRAILERS - 7 YEARS W/OFF COST ACCOUNT NO. 11261/2 DEPRECIATION ACCOUNT NO. 11263/4
DEPRCN WDV 1996 1996
REF NO DATE DESCRIPTION COST 31/12/95 31/12/95 JAN FEB MAR APR MAY JNE JLY AUG SEP OCT NOV DEC TOTAL WDV
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
TR0001 30/11/91 2 * TRAILERS EX SBF IN 7449 4350 3099 89 0 0 0 0 0 0 0 0 0 0 0 89 3011
TR0002 1/10/92 TRAILER & RAMP 4547 2112 2435 54 0 0 0 0 0 0 0 0 0 0 0 54 2381
TR0004 30/9/93 TRAILER CONVERSION 2446 787 1659 29 0 0 0 0 0 0 0 0 0 0 0 29 1630
TR0005 20/10/93 TRAILER RAMPS * 3 836 259 577 10 0 0 0 0 0 0 0 0 0 0 0 10 567
GBBF
TR0001 27/8/87 5 * TRAILERS 9557 9557 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
TR0002 15/10/87 TRAILER CONVERSION 1907 1907 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
TR0003 15/12/87 5* TRAILERS 9571 9571 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
TR0004 17/5/88 FREIGHT RE 5 TRAILERS 2290 2290 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
TR0005 1/11/88 CONVERSION RE 3 TRAILE 2575 2575 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
TR0006 1/9/88 5 * TRAILERS PLUS FREI 10609 10609 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
TR0007 1/10/88 RAMPS 1008 1008 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
TR0008 1/4/89 RAMPS 1200 1158 42 14 0 0 0 0 0 0 0 0 0 0 0 14 28
TR0009 30/5/90 2* TRAILERS & RAMPS 6133 4897 1236 73 0 0 0 0 0 0 0 0 0 0 0 73 1163
TR0011 12/9/90 1* TRAILER & RAMP 2963 2188 775 35 0 0 0 0 0 0 0 0 0 0 0 35 740
TR0012 6/9/90 1* TRAILER & RAMP 2984 2240 744 36 0 0 0 0 0 0 0 0 0 0 0 36 708
TR0013 30/10/90 1* TRAILER & RAMP EX S 2856 2109 747 34 0 0 0 0 0 0 0 0 0 0 0 34 713
TR0014 12/9/90 FREIGHT RE TRAILER & R 552 408 144 7 0 0 0 0 0 0 0 0 0 0 0 7 138
TR0015 31/1/91 1* TRAILER & RAMP 3008 2113 895 36 0 0 0 0 0 0 0 0 0 0 0 36 859
TR0016 28/2/91 1* TRAILER & RAMP EX S 3083 2132 951 37 0 0 0 0 0 0 0 0 0 0 0 37 914
TR0007 25/1/94 TRAILER MODS NEW SPEC 194 53 141 2 0 0 0 0 0 0 0 0 0 0 0 2 138
TR0006 19/1/94 TRAILER MODS NEW SPEC 500 137 363 6 0 0 0 0 0 0 0 0 0 0 0 6 357
TR0007 30/4/94 TRAILER MODS NEW SPEC 369 88 281 4 0 0 0 0 0 0 0 0 0 0 0 4 277
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
1995 76636 62548 14089 466 0 0 0 0 0 0 0 0 0 0 0 466 13623
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
</TABLE>
<TABLE>
<CAPTION>
ADDITIONS 1996 - 7 YEARS W/OFF
DEPRCN WDV 1996 1996
REF NO DATE DESCRIPTION COST 31/12/95 31/12/95 JAN FEB MAR APR MAY JNE JLY AUG SEP OCT NOV DEC TOTAL WDV
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
TOTAL ADDITIONS 1996 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
TOTAL TRAILOR ASSETS 1996 76636 62548 14089 466 0 0 0 0 0 0 0 0 0 0 0 466 13623
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
</TABLE>
<TABLE>
<CAPTION>
LEASEHOLD IMPROVEMENTS - 5 YEARS COST ACCOUNT NO. 11271/2 DEPRECIATION ACCOUNT NO. 11273/4
DEPRCN WDV 1996 1996
REF NO DATE DESCRIPTION COST 31/12/95 31/12/95 JAN FEB MAR APR MAY JNE JLY AUG SEP OCT NOV DEC TOTAL WDV
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
31/12/93 TOTAL IMPROVMENTS TO 1 138748 131210 7538 2386 0 0 0 0 0 0 0 0 0 0 0 2386 5152
1/1/94 PARTIONING & SUB MAIN 1099 440 659 18 0 0 0 0 0 0 0 0 0 0 0 18 641
1/1/94 SPACE AUDIT 5500 2200 3300 92 0 0 0 0 0 0 0 0 0 0 0 92 3208
1/2/94 ALTERATION UNIT 5,6&12 1153 442 711 19 0 0 0 0 0 0 0 0 0 0 0 19 692
1/4/94 PARTIONING & SUB MAIN 248 87 161 4 0 0 0 0 0 0 0 0 0 0 0 4 157
19/2/95 SALES OFFICE RE-FIT 1277 213 1064 21 0 0 0 0 0 0 0 0 0 0 0 21 1043
28/2/95 SOLAR FILM WINDOWS 995 166 829 17 0 0 0 0 0 0 0 0 0 0 0 17 813
23/5/95 FIRE STOPPING 970 113 857 16 0 0 0 0 0 0 0 0 0 0 0 16 841
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
1995 149989 134870 15119 2573 0 0 0 0 0 0 0 0 0 0 0 2573 12546
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
</TABLE>
<TABLE>
<CAPTION>
ADDITIONS 1996
DEPRCN WDV 1996 1996
REF NO DATE DESCRIPTION COST 31/12/95 31/12/95 JAN FEB MAR APR MAY JNE JLY AUG SEP OCT NOV DEC TOTAL WDV
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
TOTAL ADDITIONS 1996 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
TOTAL LEASEHOLD IMROVEMENTS 1996 149989 134870 15119 2573 0 0 0 0 0 0 0 0 0 0 0 2573 12546
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
</TABLE>
<TABLE>
<CAPTION>
TOTAL ASSETS COST ACCOUNT NO. 11200
DEPRCN WDV 1996 1996
REF NO DATE DESCRIPTION COST 31/12/95 31/12/95 JAN FEB MAR APR MAY JNE JLY AUG SEP OCT NOV DEC TOTAL WDV
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
11210 COMPUTER 345858 210678 135180 5447 0 0 0 0 0 0 0 0 0 0 0 5447 129732
11220 OFFICE FURNITURE 110877 60653 50224 1376 0 0 0 0 0 0 0 0 0 0 0 1376 48849
11230 WAREHOUSE EQUIPMENT 173259 102971 70288 2075 0 0 0 0 0 0 0 0 0 0 0 2075 68213
11240 CASES 1071481 867739 203743 10847 0 0 0 0 0 0 0 0 0 0 0 10847 192896
11250 MOTOR VEHICLES 28439 21936 6503 290 0 0 0 0 0 0 0 0 0 0 0 290 6213
11260 TRAILORS 76636 62548 14089 466 0 0 0 0 0 0 0 0 0 0 0 466 13623
11270 LEASEHOLD IMPROVEMENTS 149989 134870 15119 2573 0 0 0 0 0 0 0 0 0 0 0 2573 12546
- ------ ------ ----------------------- ----- -------- -------- --- --- --- --- --- --- --- --- --- --- --- --- ------- -------
TOTAL ASSETS 1996 1956541 1461395 495146 23074 0 0 0 0 0 0 0 0 0 0 0 23074 472072
</TABLE>
<PAGE>
SCHEDULE 5(J)(i)
SCHOOL BOOK FAIRS LIMITED
MATERIAL CONTRACT AND MATERIAL CONTRACTS
FOR THE PURPOSE OF THIS SCHEDULE; CONTRACT, AGREEMENTS, ARRANGEMENTS,
COMMITMENTS AND UNDERSTANDINGS HAVE TO BE WORTH IN EXCESS OF 5,000
POUNDS STERLING PER ANNUM
i) Any leases, permits, franchises, insurance policies and other agreements
covering or relating to the personal property or real property (including
Christchurch property)
ACTIVITY COMPANY DOCUMENTATION
- ------------------------------- ---------------- -------------
UNIT 5, AIRSPEED ROAD SCHRODERS LEASE
UNIT 5, AIRSPEED ROAD SCHRODERS LEASE
UNIT 12, AIRSPEED ROAD SCHRODERS LEASE
SERVICE CHARGE FOR SCHRODERS PART OF LEASE
UNITS 5,6 & 12 AIRSPEED ROAD
CANON No 4050 COPIER SCHRODER LEASING LEASE
CANON No 6030 COPIER LLOYDS BOWMAKER LEASE
MERCEDES C 2.0 M337 LJT CAR LOMBARD CONTRACT LEASE
TOYOTA E 1.6 CU N696 TRD CAR LOMBARD CONTRACT LEASE
MERCEDES C 220 D M479 LRU CAR LOMBARD CONTRACT LEASE
ROVER 216 1.6 N321 RLJ CAR AUTOMOTIVE LEASING LEASE
NISSAN PATROL K824 TJT LEX VEHICLE LEASING LEASE
TOSHIBA TELEPHONE SYSTEM MERCURY LEASE
UPGRADE
TOSHIBA TELEPHONE SYSTEM BISTECH LEASE
PC's 25 X 486DX2(DISTRIBUTORS) TOWER LEASING LEASE
SECAP ALPHA FRANKING MACHINE OAKDALE LEASE
LANSING FORKLIFT TRUCK LOMBARD NCP LEASE
NARROW ISLE
LANSING FORKLIFT TRUCK LANSING LINDE LEASE
CLEANING CONTRACT OFFICE CLEANING SERVICE AGREEMENT
RUBBISH DISPOSAL CLEANSING SERVICE AGREEMENT
PERSONAL HYGIENE CONTRACT SANICARE AGREEMENT
TELECOMMUNICATION BRITISH TELECOM/MERCURY AGREEMENT
BURGLAR ALARM SYSTEM FOR MEGGITT MARSH AGREEMENT
UNITS 5,6 AND 12
INSURANCE COMBINED COVER BOWRING, MARSH & ANNUAL POLICY
McLENNAN LTD(BROKERS)
" -COMBINED ENGINEERING- " "
PLANT ANNUAL POLICY
COMPUTER ANNUAL POLICY
" -MOTOR " " ANNUAL POLICY
SOFTWARE LICENSE FOR COMPUTER ASSOCIATES LICENCE AGREEMT
ACCOUNT/INVENTORY/INVOICE
SYSTEM
TOMINY SOFTWARE SCHOOL BOOK FAIRS INC UNDERTAKING
IRISH PROPERTY LEASED BY SCHOOL BOOK FAIRS LTD GUARNTE&COUNTER
CENTRAL TECHNOLOGY GUARANTEE
PH/SMS
01/03/96
<PAGE>
Schedule 5(J) ii.
a) Individual Employment Contract for P Hodson
b) Individual Employment Contract for F Waters
c) Employment Contract for Full-Time Staff
d) Employment Contract for Part-Time Staff
e) Agreement for the employment of a General Manager - Ireland (Copy
letter attached)
f) Agreement for the employment of staff in Eire through Central
Technology (main Irish Distributor) (Scheduled attached)
g) Commission arrangement for Tele-sales staff
h) Bonus arrangement for Tele-sales Staff
i) Bonus arrangement for Sales Manager - Tele-sales
j) Death in Service Benefit for all Staff
k) Pension arrangements
Schedule 5(J)(ii)(e)
PH/SMS
17 February 1995
Mr. Art McMillen
2 Meadow Dale
Cloncilla
DUBLIN 15
Eire
Dear Art
May I confirm the offer made on the 9 February 1995 for you to become General
Manager of the Irish Branch of School Book Fairs Ltd. This role takes on
responsibility for the whole Irish operation with you reporting direct to me.
You will be responsible for the management of the distributors with help and
assistance of Laurence Pine at Christchurch, for the 2 telesales staff with
the help and assistance of Carol Hanslip and for Jan and Mary with the help
and assistance of Linda Edis - Customer Management - and Geoff Bevis as his
role as Director of Finance.
In the light of this appointment we will pay you the sum of 25,000 pounds
sterling per annum but as you are unable to join the PAYE Scheme could I ask
you to invoice us for the 1/12th of this sum on a monthly basis. With your
appointment we will stop paying the 2.1/2% over-ride that you previously
received for the Irish operation.
I feel we had a very good meeting and I would hope you recognise the need that
we actually sort out our operation in Ireland as quickly as possible and that
I need your 100% involvement in this operation. You accepted that you would
get staff to organise Central Technology as soon as possible so that you can
put all your efforts into School Book Fairs. The School Book Fairs operation
needs someone to care and cherish it every day of the year if we are to achieve
the turnover and profitability that we would expect from our investment in
Ireland. I would suggest that we should review the whole business on a termly
basis with either me coming to you or you coming to the UK and we should take
a total review of our operation a year from today.
May I welcome you aboard School Book Fairs and if you have any queries or
questions perhaps you could give me a ring.
Yours sincerely
/s/ Philip Hodson
PHILIP HODSON
MANAGING DIRECTOR
SCHEDULE 5 (J) (ii) (f)
<TABLE>
EMPLOYMENT COSTS 1996
EIRE STAFF
<CAPTION>
CURRENT NEW JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC YEAR
Salary 4 4 5 4 5 4 4 5 4 4 5 4 52
- --------------------- ------ ----- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
McMillenA Gen Magr 25000 25000 2083 2083 2083 2083 2083 2083 2083 2083 2083 2083 2083 2083 25000
Davey J Cus Serv 7520 7520 640 640 800 640 800 640 640 640 640 800 640 7520
McMann O Telesale 5400 5400 450 450 750 600 600 600 450 450 750 300 5400
Elaine Telesale 5400 5400 450 450 750 600 600 600 450 450 750 300 5400
McMillenA Clerk/Se 5760 5760 540 540 900 720 720 720 900 720 5760
- --------------------- ------ ----- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- -----
49080 49080 4163 4163 5283 3923 4803 4643 2723 2083 3623 4343 5283 4043 49080
------ -----
Increase 0.00%
National Insurance 9.77% 204 204 317 166 268 253 58 0 139 226 317 199 2352
---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- -----
Total Employment Costs 4367 4367 5600 4089 5071 4896 2781 2083 3762 4569 5600 4242 51432
---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- -----
</TABLE>
Davey J Cus Serv 47 weeks*40hours per week at 4.00/hour
McMann O Telesales 38 weeks*30hours per week at 5.00/hour
Elaine Telesales 36 weeks*30hours per week at 5.00/hour
McMillenA Clerk/Sec 32 weeks*30hours per week at4.50/hour
Contracts: 5(J)
(iii) Distributor Agreements, ETC
a) Distributor Agreement - EIRE
b) Bonus arrangements for distributors
c) Securicor Agreement for dispatch of parcels
d) Parceline Agreement for dispatch/collection of Teacher Book Fair
boxes
e) Farsons Transport - undertaking for delivery of palletized stock
for distributors
f) Royal Mail Contract for letter and packet post
g) Distributor Agreements - UK - made available at Christchurch
office.
(iv) Loan Agreements guarantees
a) Distributor advances and short term loans - see attached note
b) Staff advances and short term loans - see attached note
c) Guarantee of payment to landlord on property for Irish
Distributor and staff dealing with School Book Fair activity
d) Lloyds debenture for overdraft bank facilities
e) Huntingdon National Bank debenture over assets
f) Deed of Postponement relating to debentures
g) Debenture at Twickenham for seats at rugby stadium and sub.
agreement with RB Erven for annual use
h) Distributor agreement arrangement to 31 December 1996 with James
Amos to guarantee income providing he carries out his duties.
NOTE TO (iv)a
At various times of the year distributors are allowed advances against
commission that is due to be payable during that term.
Currently outstanding to Mr. A. Aiddall, Manchester Distributor is E783.54 and
to Mr. K. Thomas, Liverpool Distributor - 1,291.18. pd ster
Additionally, as the Irish Distributor, Mr. Art McMillen, through his company
Central Technology, employs staff and dispatches product, a float of 6,000 Irish
punts is provided and reconciled to each month.
NOTE TO (iv)b
Occasionally we have staff having the need to ask for advances on salary or
short term loans.
These loans are generally for 6 months to a year and the only outstanding loan
at present is to Mrs. M.C. Hanslip for the sum of E388, which will be competed
by the end of 1996.
5(J)(v) License Agreements Software
a) Computer Associates Software License
b) Intercompany license with School Book Fairs, Inc. cancelled 3/1/96.
c) Tominy License - Software for EIRE office in process
5(J)(vi)
a) International Creative Agency understanding in the area
of Children's Library, and non-book fair revenue areas.
b) Random House arrangement for the publishing and sales
of the Roald Dahl Wundercrump Poetry Book each year.
NOTE TO 5(J)(vi)(a)
An understanding between School Book Fairs Limited and the
International Creative Agency on children's library activity.
In 1994, the Directors of School Book Fairs Limited, agreed that we should
investigate the possibility of developing sales to non-school outlets. To
assist us with this activity we called on the services of an outside Agency
"The International Creative Agency" of Faversham, Kent. This initial
decision was to present a premium or voucher scheme to supermarkets and non-
book retailers. This led to many presentations and meetings. At this
point it was agreed that School Book Fairs Limited would pay a monthly fee
of l,500 PD ster to cover expenses and costs and that once a retailer or
wholesaler had been found to carry our fair activity, a percentage of the
profitability would be paid to The International Creative Agency.
During 1995 a small range of activities were carried out which generated
revenue but were not sufficient to discuss a profit-sharing arrangement
with The International Creative Agency. Additionally, as the concentration
of our finder's activity was on a smaller number of outlets and we were not
seeing a financial benefit, the agreed monthly fee was reduced to E875.
Towards the end of 1995, an informal understanding was made with The
International Creative Agency that on projects where a product was produced
to an order from a third party and that the product was supplied direct
with School Book Fairs Limited taking no stock liability, a commission of
25% would be paid on the sum realized between the income received and the
costs incurred.
Further, on the Booker Belmont project, that a commission on the net
contribution (revenue less known costs) from this total project would be
paid to The International Creative Agency on this activity. this is still
under negotiation whilst the project comes to launch early in March, 1996.
Booker Belmont has other non-book related requirements, i.e., cigarette
coupon redemption, premiums where children's books would not be suitable.
In these areas, the International Creative Agency are providing a marketing
product sourcing service whilst using other fulfillment centre. The
understanding with The International Creative Agency is that they may only
use School Book Fairs Limited when dealing with premium promotion that
require children's books and related material.
5(J)(vii)
Blade Communications are holding on our behalf stack of paper we
purchased in 1995 for the production of the summer and part of the
autumn 1996 Book Fair News.
(viii) None
No agreements, arrangements, commitments or understandings
(ix) Non Competition Agreements
No agreements, arrangements, commitments or understandings
(x) a) See Attached Schedule
b) Any other - See Attached Schedule
5(J)(xi) Orders - Sellers
An understanding with Blade Communications to purchase paper for the
production of Book Fair News material for the summer and autumn term 1996.
5(J)(xii) No agreements, arrangements, commitments or understandings
Without admitting that such exists, the pending dispute with Computer
Associates could constitute a default, or breach by the company.
Schedule 5 (J)(x)(a)
<TABLE>
AUTUMN FAIRS
ORDERS RAISED as at 01/04/96
<CAPTION>
QTY DELV SPEND
ISBN TITLE AUTHOR PUBLISHER COA RETAIL COST CASE ORD AUG AUG ORDER REF
- ---------- ---------------------------- -------------- --------- ------- ---- ----- ---- ----- ----- ------ ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
0146003144 CLASSIC GHOST STORIES VARIOUS PENGUIN CLASSIC 0.60 0.18 B 6000 6000 1080 B/2764/05
0146003152 CLOCKWORK MOUSE, THE KING-SMITH, DICPENGUIN CLASSIC 0.60 0.18 Y 5000 5000 900 B/2764/05
0146003136 DEAD MAN'S LANE AIKEN, JOAN PENGUIN CLASSIC 0.60 0.18 B 6000 6000 1080 B/2764/05
0146003217 DRAGON ON THE ROOF, THE JONES, TERRY PENGUIN CLASSIC 0.60 0.18 G 4000 4000 720 B/2764/05
0146003268 GREAT MOUSE PLOT AND OTHER TALDAHL, ROALD PENGUIN CLASSIC 0.60 0.18 G 12000 12000 2160 B/2764/05
0146003225 GREAT TIME WARP ADVENTURE, THESCIESZKA, JON PENGUIN CLASSIC 0.60 0.18 G 2000 2000 360 B/2764/05
0146003276 HOOLIGAN'S SHAMPOO, THE RIDLEY, PHILIP PENGUIN CLASSIC 0.60 0.18 Y 2000 2000 360 B/2764/05
014600325X KEEP IT IN THE FAMILY FINE, ANNE PENGUIN CLASSIC 0.60 0.18 B 4000 4000 720 B/2764/05
0146003411 KING ARTHUR'S COURT GREEN, ROGER LAPENGUIN CLASSIC 0.60 0.18 B 4000 4000 720 B/2764/05
0146003357 LOST DOG AND OTHER STORIES LIVELY, PENELOPPENGUIN CLASSIC 0.60 0.18 Y 4000 4000 720 B/2764/05
0146003233 MIDNIGHT STORY, THE MAHY, MARGARET PENGUIN CLASSIC 0.60 0.18 G 2000 2000 360 B/2764/05
0146003284 NIGHT TRAIN, THE AHLBERG, ALLAN PENGUIN CLASSIC 0.60 0.18 Y 4000 4000 720 B/2764/05
1865053369 PUT SOMETHING BEASTLY IN YOUR TUCKER SLINOVELTY 2.99 0.85 G 3750 3750 3188 B/2762/04
1865053377 PUT SOMETHING BEASTLY IN YOUR TUCKER SLINOVELTY 2.99 0.85 G 3750 3750 3188 B/2762/04
0146003349 SHERLOCK HOLMES AND THE SPECKLDOYLE, SIR ARTHPENGUIN CLASSIC 0.60 0.18 B 4000 4000 720 B/2764/05
0146003179 SMACKING MY LIPS ROSEN, MICHAEL PENGUIN CLASSIC 0.60 0.18 G 4000 4000 720 B/2764/05
0148003195 THREE QUIRKY TAILS JENNINGS, PAUL PENGUIN CLASSIC 0.50 0.18 B 2000 2000 360 B/2764/05
</TABLE>
<TABLE>
SUMMER 1996 MATRIX ORDERS RAISED/COMMITMENTS SO FAR
<CAPTION>
ISBN TITLE AUTHOR PUBLISH COA RETAIL VAT COST CASE STATUS QTY DELIV SPEND
ORD MAR 96 MAR 96
- ---------- -------------------- --------------- -------- -------- ---- ---- ----- -- -------- ---- ---- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
0006751032 BUTTERFLY LION, THE MORPURGO, MICHA COLLINS POP AUTH 3.50 0.87 G ORDERED 6000 6000 5220.00
0146003144 CLASSIC GHOST STORIE VARIOUS PENGUIN CLASSIC 0.60 0.18 B ORDERED 3000 3000 540.00
0146003152 CLOCKWORK MOUSE, THE KING-SMITH, DIC PENGUIN CLASSIC 0.60 0.18 Y ORDERED 2000 2000 360.00
0140379843 DARK ENCHANTMENT HOU DELAGHTY, JUDY PENGUIN SUPERNAT 2.99 0.89 B ORDERED 3000 3000 2670.00
0140380264 DARK ENCHANTMENT VAL RADCLIFFE, THER PENGUIN SUPERNAT 2.99 0.89 B ORDERED 3000 3000 2670.00
0146003136 DEAD MAN'S LANE AIKEN, JOAN PENGUIN CLASSIC 0.60 0.18 B ORDERED 4000 4000 720.00
0140369317 DIARY OF A KILLER CA FINE, ANNE PENGUIN HUMOUR 3.50 1.05 G ORDERED 2500 2500 2625.00
0146003217 DRAGON ON THE ROOF, JONES, TERRY PENGUIN CLASSIC 0.60 0.18 G ORDERED 1000 1000 180.00
0140380973 DRIVEN TO DEATH (STR ENGLE, MARTY M PENGUIN SUPERNAT 2.99 0.89 B ORDERED 3000 3000 2670.00
0340640588 EURO 96 THE ESSENTIA EVANS, PHILIP HODDER SPORT 3.50 0.88 G ORDERED 5000 5000 4400.00
0721425372 EUROPEAN CHAMPIONSHI PS 1996 POSTER LADYBIRD SPORT 2.50 0.58 G ORDERED 5000 5000 2900.00
0006752179 GOBBLE - DE - SPOOK HAYNES, B.C. COLLINS BONECHIL 2.99 0.75 G ORDERED 2500 2500 1875.00
0146003268 GREAT MOUSE PLOT AND DAHL, ROALD PENGUIN CLASSIC 0.60 0.18 G ORDERED 4000 4000 720.00
0146003225 GREAT TIME WARP ADVE SCIESZKA, JON PENGUIN CLASSIC 0.60 0.18 G ORDERED 1000 1000 180.00
0340620102 HAMSTER IN A HAMPER DANIELS, LUCY HODDER ANIMAL A 2.99 0.75 G ORDERED 6000 6000 4500.00
055252820X HAPPY MOUSEDAY KING-SMITH, DIC TRANSWORLDPOP AUTH 2.99 0.74 G ORDERED 5000 5000 3700.00
1855971585 HOLIDAY TRAVEL PACK HENDERSON STATIONE 2.99 0.00 0.76 G ORDERED 7500 7500 5700.00
0146003276 HOOLIGAN'S SHAMPOO, RIDLEY, PHILIP PENGUIN CLASSIC 0.60 0.18 Y ORDERED 1000 1000 180.00
014600325X KEEP IT IN THE FAMIL FINE, ANNE PENGUIN CLASSIC 0.60 0.18 B ORDERED 1000 1000 180.00
0747526583 KIDS RULE THE INTERN PAGE, JASON BLOOMSBURYACTIVITY 3.99 0.89 B ORDERED 2500 2500 2225.00
0146003411 KING ARTHUR'S COURT GREEN, ROGER LA PENGUIN CLASSIC 0.60 0.18 B ORDERED 1000 1000 180.00
0749720603 KITTY IN MY POCKET C OLLECTOR'S BOOK REED TOY LIC 2.99 0.89 Y ORDERED 3000 3000 2670.00
0745927114 LION BOOK OF STORIES DUDLEY-SMITH, T LION CLASS RE 4.99 1.44 B ORDERED 7500 7500 10800.00
0146003357 LOST DOG AND OTHER S LIVELY, PENELOP PENGUIN CLASSIC 0.60 0.18 Y ORDERED 2000 2000 360.00
0146003233 MIDNIGHT STORY, THE MAHY, MARGARET PENGUIN CLASSIC 0.60 0.18 G ORDERED 1000 1000 180.00
0749727837 MUPPET TREASURE ISLAND REED TV/FILM 2.99 0.89 G ORDERED 3000 3000 2670.00
0749727853 MUPPET TREASURE ISLA BERGEN, LARA REED TV/FILM 3.99 1.19 G ORDERED 3000 3000 3570.00
0146003284 NIGHT TRAIN, THE AHLBERG, ALLAN PENGUIN CLASSIC 0.60 0.18 Y ORDERED 1000 1000 180.00
0140380914 OLYMPICS ' 96 PENGUIN SPORT 4.99 1.49 G ORDERED 5000 5000 7450.00
0721418260 OLYMPICS 96 LADYBIRD SPORT 2.99 0.72 G ORDERED 7500 7500 5400.00
0140380981 PLACE TO HIDE, A (ST BARNES JR, JOHN PENGUIN SUPERNAT 2.99 0.89 B ORDERED 3000 3000 2670.00
0749720611 PUPPY IN MY POCKET COLLECTOR'S BOOK REED TOY LIC 2.99 0.89 Y ORDERED 3000 3000 2670.00
0146003349 SHERLOCK HOLMES AND DOYLE, SIR ARTH PENGUIN CLASSIC 0.60 0.18 B ORDERED 1000 1000 180.00
0146003179 SMACKING MY LIPS ROSEN, MICHAEL PENGUIN CLASSIC 0.60 0.18 G ORDERED 1000 1000 180.00
0440863449 SOCCER MAD CHILDS, ROB TRANSWORLDSPORT 2.99 0.74 B ORDERED 6000 6000 4440.00
0721434991 SPOOKS 'N' MONSTERS:HOWLINGLY FUNNY LADYBIRD HUMOUR ( 1.25 0.33 G ORDERED 3000 3000 990.00
0721434983 SPOOKS 'N' MONSTERS:SCREAMINGLY FUN LADYBIRD HUMOUR ( 1.25 0.33 G ORDERED 3000 3000 990.00
0006752187 STRANGE BREW HAYNES, B.C. COLLINS BONECHIL 2.99 0.75 G ORDERED 2500 2500 1875.00
0006752160 TEACHER CREATURE HAYNES, B.C. COLLINS BONECHIL 2.99 0.75 G ORDERED 2500 2500 1875.00
0146003195 THREE QUIRKY TAILS JENNINGS, PAUL PENGUIN CLASSIC 0.60 0.18 B ORDERED 1000 1000 180.00
0006752152 WELCOME TO THE ALIEN HAYNES, B.C. COLLINS BONECHIL 2.99 0.75 G ORDERED 2500 2500 1875.00
0001979183 UNSOLVED MYSTERIES(FAXFINDER) COLLINS POP REF 1.99 0.6 G 2000 2000 1493.00
0001979167 MAJOR DISASTERS(FAXFINDER) COLLINS POP REF 1.99 0.6 G 2000 2000 1194.00
0001979078 BODY FACTS(FAXFINDER) COLLINS POP REF 1.99 0.6 G 2000 2000 1194.00
WELSH TITLES
185596192X STORI AM Y GAE AF (WINTER, BRAMBLY DREF WEN WELSH 4.50 2.25 Y ORDERED 250 250 562.50
1855961911 STORI HAF (SUMMER, BRAMBLY HEDGE) DREF WEN WELSH 4.50 2.25 Y ORDERED 250 250 562.50
1855961946 FY LLYFR MELYN (PLAY DOH) DREF WEN WELSH 3.99 1.99 Y ORDERED 250 250 497.50
STARTING OUT SUMMER 96
ISBN TITLE AUTHOR PUBLISHER COA RETAILVAT EST ACT COSTCASE STATUS QUANTIDELIVE SPEND
ORDEREMAR 96 MAR 96
0723243212 SPOT STICKER BOARD BOOK - DRESS UP PENGUIN STICKER 3.99 1.19 N/A ORDERED 1000 1000 1190
0723243204 SPOT STICKER BOARD BOOK - PLAY PENGUIN STICKER 3.99 1.19 N/A ORDERED 1000 1000 1190
0862646715 DOG IS THIRSTY KITAMURA SATOSH ANDERSEN BOARD BO 2.99 0.89 N/A ORDERED 625 625 556
0862646693 CAT IS SLEEPY KITAMURA SATOSH ANDERSEN BOARD BO 2.99 0.89 N/A ORDERED 625 625 556
0862646707 SQUIRREL IS HUNGRY KITAMURA SATOSH ANDERSEN BOARD B 2.99 0.89 N/A ORDERED 625 625 556
0862646685 DUCK IS DIRTY KITAMURA SATOSH ANDERSEN BOARD BO 2.99 0.89 N/A ORDERED 625 625 556
0721433898 STICKER ACTIVITY COL BRADBURY, LYNNE LADYBIRD STICKER 1.99 0.55 N/A ORDERED 500 500 275
0721433901 STICKER ACTIVITY NUM COLLINS, LIS LADYBIRD STICKER 1.99 0.55 N/A ORDERED 500 500 275
0721433871 STICKER ACTIVITY TIM BRADBURY, LYNNE LADYBIRD STICKER 1.99 0.55 N/A ORDERED 500 500 275
072143388X STICKER ACTIVITY SHA COLLINS, LIS LADYBIRD STICKER 1.99 0.55 N/A ORDERED 500 500 275
------
65970
</TABLE>
Schedule 5(J)(x)(b)
COMPANY PRODUCT REQUIREMENT COSTINGS
Blade Communications Starting Out Summer 1996 3,600 pounds sterling
Leamington Spa Book Mailer
Blade Communications Book Blast Summer 1996 22,770 pounds sterling
Leamington Spa English&Irish
Version
Roman Press The Red List Summer 1996 2,690 pounds sterling
Bournemouth Mailer
Roman Press Teachers First Summer 1996 1,360 pounds sterling
Bournemouth Mailer
Schedule 5(K)
List of cases by:
a) Location
b) Age
Attached
SCHEDULE 5 (K)
SCHOOL BOOK FAIRS LTD CASE STOCK 1996
(A) (B)
TOTAL DATE TOTAL
WHSE DISTRIBUTOR CASES PURCHASED CASES
1 MAIN WAREHOUSE 116 Aug-87 288
20 BELFAS 159 Dec-87 288
21 CHELTENHAM 110 Sep-86 308
22 BRIGHTON 77 Aug-88 268
23 BRISTOL 147 Aug-88 198
24 CARLISLE 60 Dec-88 90
25 CARDIFF 111 Apr-89 300
26 EDINBURGH 119 Sep-89 369
27 ESSEX/KENT 261 Oct-89 36
28 EXETER 131 Dec-89 180
29 GLASGOW 101 Jan-90 45
30 HANTS/DORSET 122 May-90 28
31 HEMEL 306 Jul-90 60
32 LEEDS 221 Sep-90 41
33 LEICESTER 104 Oct-90 90
34 LIVERPOOL 220 Sep-90 16
35 STOKE 119 Oct-90 221
36 NEWCASTLE 91 Oct-90 70
37 NORWICH/IPSWICH 100 Oct-90 33
38 PETERBOROUGH 117 Dec-90 5
39 PRESTON 147 Jan-91 16
40 READING/GUILDFORD 113 Jan-91 40
41 SHEFFIELD 107 Sep-91 199
42 MANCHESTER 94 Oct-91 90
43 SUNDERLAND 105 Nov-91 70
44 DUBLIN 160 Aug-93 150
45 LIMERICK 72 Oct-92 294
46 CORK 58
47 SWANSEA 55
48 COVENTRY 90
----- ----
Total 3793 3793
THE TWO RIGHTHAND COLUMNS DO NOT INDICATE THE AGE OF CASES AT ANY
PARTICULAR LOCATION.
Schedule 5(M)
- Except for collateral assignment of Christchurch lease to Lloyds
and Huntington National Bank - None
- Any encumbrances against Christchurch Property
- The Rent of Unit 5 is due for review in July 1997.
- A previous tenant holds a preemptive right with respect to
certain Units of the Christchurch U.K. property
Schedule 5(N)
a) Trademarks - attached
b) Software
1) Computer Associates Financial Software
2) Operating software for scheduling, servicing, and delivering
fairs - proprietary written in Tominy data bass language.
Note as previously disclosed. Tominy not licensed for use
on UK mainframes.
SCHEDULE 5 (N) ii
SCHOOL BOOK FAIRS LIMITED
REGISTERED
UK TRADE MARK APPLICATIONS
APPLICATION APPLICATION APPLICATION RENEWAL
NUMBER DATE APPROVED DATE DETAILS
1420080 04.04.90. 11.02.91. 04.04.97. THE FOREVER FRIENDS CLUB
Logo in Class 16
1420081 04.04.90. 06.11.92. 01.01.97. A LOOK AROUND GLOBE
Logo in Class 16
1420085 04.04.90. 23.04.93 04.04.97. SCHOOL BOOK FAIRS AND CHILD
Logo in Class 16
1420086 04.04.90. 03.06.94. 04.04.97. SBF AND READER
Logo in Class 16
1420087 04.04.90. 03.06.94. 04.04.97. SBF SHARE THE LOVE OF READING
Logo in Class 16
1420091 04.04.90. 17.07.92. 04.04.97. READER
Logo in Class 16
1552470 03.11.93. 27.10.95. 03.11.2000 TEACHER BOOK FAIRS &
TREE (Associated Trade Mark - 1420085 SBF) Logo in Class 16
PH/SMS
28.02.96.
Schedules 5(N)(ii)
SCHOOL BOOK FAIRS LIMITED
Logo's used which are not registered
READING RESOURCES
CHILDREN'S LIBRARY
BALLOON LOGO USED ON SCHOOL BOOK FAIRS' TRAILERS & VANS
SELLER DOES NOT HAVE EXCLUSIVE RIGHT TO THE SCHOOL BOOK FAIRS NAME.
Schedule 5(Q)
a) List of Distributors, territory, and sales by territory
b) Copies of all Distributor Agreements available at Christchurch office,
the Company's Agreement with its distributor in Ireland contains terms
materially different from the terms of the Agreements with its other
distributors.
Schedule 5 (Q)
LIST OF DISTRIBUTORS
4/3/96 P HODSON SBF LTD 1
SMS/MISC.DISTF96.DOC
DISTRIBUTORS
28 FEBRUARY 1996
DISTRIBUTOR'S
HOME ADDRESS AREA ENCOMPASSES
- ---------------------------- -------- ------------
Mr Stephen Ball BELFAST ALL NORTHERN IRELAND
10 Quarry Road
Tullyraine
Banbridge
Co Down
Northern Ireland BT32 3TW
Mr Allan Ewer BRIGHTON WEST & EAST SUSSEX, PART - SURREY,
65 Upland Road KENT SOUTH LONDON
Hollingdeam
Brighton BN1 7FA
Mr Mike Wright BRISTOL AVON, PART - WILTSHIRE, GLOUCESTER,
Copperfield Farm SOMERSET
Beach
Bitton
Bristol BS15 6NP
Mr James Amos CARDIFF MID-GLAMORGAN, SOUTH GLAMORGAN,
GWENT,
Station House PART-GLOUCESTER, PEREFORD, POWYS
Station Terrace
Nelson
Mid Glamorgan CF46 6ED
Mr James Fotheringham CARLISLE CARLISLE, LANCASTER, PENRITH,
DUMPHRIES
10 Westercroft View
Northowram
Halifax
West Yorkshire HX3 7EU
Mr Ross Pushman CHELTENHAM PART- SHROPSHIRE, HEREFORDSHIRE &
North Lodge WORCESTERSHIRE, GLOUCESTER
Madresfield
Nr Malvern
Worc WR13 5AA
Mr Aidan McCarthy CORK SOUTH & SOUTH WEST IRELAND
Marina Commercial Park
Cork
Mr Rod Hale COVENTRY WEST MIDLANDS, PART - WARWICKSHIRE,
c/o Blackheath Liberal Club (1) OXFORDSHIRE, NORTHAMPTONSHIRE,
51 John Street BUCKINGHAMSHIRE
Rowley Regis
Warley
West Midlands B65 0EP
Mr Art McMillen DUBLIN APPROX. 70 MILES RADIUS OF DUBLIN
2 Meadow Dale
Hartstown
Concilla
Dublin 15 Eire
Mr Robert Ramsey EDINBURGH EDINBURGH, STIRLING, FALKIRK, FIFE,
Windyhill Farm TAYSIDE, ABERDEEN
By Alloa
Clackmannanshire
FK19 4BG
Messrs Ted & Terry Edwards ESSEX/KENT ESSEX - PART HERTFORDSHIRE, N.E.
LONDON Oak Cottage KENT - PART - SOUTH EAST LONDON
Branksome Avenue
Wickford
Essex SS12 0JU
Mr Roderick Leight EXETER DEVON, CORNWALL, PART - SOMERSET,
DORSET
Primrose Cottage (2)
Rill
Nr Aylesbeare
Exeter EX5 2BP
Mr James Lindsay GLASGOW AYR, KILMARNOCK, LANARK, GLASGOW,
West Quarter Farm PART - BORDERS
Yieldshields
Carluke ML8 4QB
Mr Ron Needham HANTS & DORSET DORSET, ISLE OF WIGHT, PART -
Flat 34 Lindum Court (3) HAMPSHIRE, WILTSHIRE
66 Princess Road
Branksome
Poole Dorset BH12 1BJ
Mr Bill McGowan HEMEL PART - HERTFORDSHIRE, OXFORDSHIRE,
45 Goddington Road HEMPSTEAD BUCKINGHAMSHIRE, BEDFORDSHIRE,
Bourne End N. LONDON
Bucks SL8 5TU
ditto NORTH WEST PART - BERKSHIRE, NORTH WEST LONDON,
LONDON WEST LONDON, SOUTH WEST LONDON
ditto CENTRAL EC & WC LONDON, PART - SW, W, N, NW
LONDON
LONDON
Messrs Charlie & LEEDS NORTH YORKSHIRE, HUMBERSIDE, WEST
YORKSHIRE
Edward Jordan
Hales Lane Farm
Hales End
Drax Selby
North Yorkshire YO8 8PL
Mr Philip Wallis LEICESTER LEICESTERSHIRE, PART-NOTTINGHAMSHIRE,
64 New Zealand Lane NORTHAMPTONSHIRE, LINCASHIRE
Queniborough
Leicester LE7 8FT
Mr Jimmy Collins LIMERICK WEST OF IRELAND
Corbehy
Caher
Co Clare
Eire
Mr Kevin Thomas LIVERPOOL MERSEYSIDE, PART - CHESHIRE
Craig Bach
Gadlys Lane
The Nant
Bagillt Clwyd
ditto WREXHAM GWYNEDD, ANGLESEY, PART - CHESHIRE,
SHROPSHIRE, CLWYD
Mr Alan Siddall MANCHESTER MANCHESTER, PART - CHESHIRE,
DERBYSHIRES
25 Cavendish Road
Heaton Mersey
Stockport SK4 3DN
Mr John Quinn NEWCASTLE TYNE&WEAR, NORTHUMBERLAND, PART-
BORDERS
93 Dykelands Road
Seaburn
Sunderland
Tyne & Wear SR6 8AY
Mr John Morris NORWICH NORFOLK, SUFFOLK
Swallowfield
Marsh Lane
North Cove
Beccles NR34 7PP
Mr Michael Packham PETERBOROUGH CAMBRIDGESHIRE, PART-BEDFORDSHIRE
43 The Steynings LINCASHIRE, HERTFORDSHIRE,
Werrington BUCKINGHAMSHIRE, NORTHAMPTONSHIRE
Peterborough PE 4 6QL
Mr Derek Taylor PRESTON PART - LANCASHIRE
3 Bishopsway (4)
Penwortham
Preston
Lancashire PR1 9HU
Mrs Denise Farmer READING PART - BERKSHIRE, SURREY, HAMPSHIRE
Post House
Kittsmead Lane
Longcross
Chertsey
Surrey KT16 0EG
Mr Malcolm Storey SHEFFIELD SOUTH YORKSHIRE - LINCASHIRE,
DERBYSHIRE,
18 Dove Lane NOTTINGHAMSHIRE
Aston
Sheffield
South Yorkshire S31 0GJ
Mr Alan Finney STOKE STAFFORD, PART - SHROPSHIRE,
DERBYSHIRE,
116 Flag Road CHESHIRE, SOUTH HUMBERSIDE
Cheadle
Stoke on Trent ST10 2DN
Mr Peter Riding SUNDERLAND DURHAM, CLEVELAND
"Nio Roo"
2 Redwood Close#Hetton
le Hole
Tyne & Wear DH5 9LE
Mr Roger Trolope SWANSEA WEST GLAMORGAN, DYFED Trollope
11 Whitestone Lane
Newton
Mumbles
Swansea SA3 4UH
NOTE
PREVIOUS DISTRIBUTORS (DURING THE LAST 2 YEARS):
(1) IAN GREENWAY
(2) DAVID GREENWAY (NO RELATION TO THE ABOVE), RICHARD FEAST
(3) ADELE HOWELL
(4) JEFF SUTCLIFFE
(5) PAUL BILLAM
PH 27.2.96
<TABLE>
<CAPTION>
SPRING'94 SUMMER'94 AUTUMN'94 SPRING'95 SUMMER'95 AUTUMN'95
----------------- ----------------- --------------- ----------------- ---------------- ----------------
# AVG TOT # AVG TOT # AVG TOT # AVG TOT # AVG TOT # AVG TOT
AREAS FRS REV REV FRS REV REV FRS REV REV FRS REV REV FRS REV REV FRS REV REV
- ------------- ---- ---- ------- ---- ---- ------- ---- ---- ------- ---- ---- ------- ---- ---- ------- ---- ---- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BELFAST 246 547 134562 131 418 54758 383 598 229034 233 525 122325 128 409 52352 374 575 215050
BIRM 118 443 52274 135 324 43740 0 0 0 0 0 0 0 0 0 0 0
BRIGHTON 107 506 54142 104 364 37856 183 457 83631 106 510 54060 104 360 37440 167 495 82665
BRISTOL 136 498 67728 116 411 47676 323 475 153425 152 462 70224 154 346 53284 313 492 153996
C LONDON 111 457 50727 118 383 45194 164 444 72816 102 412 42024 127 357 45339 166 413 68558
CARDIFF 83 414 34362 110 323 35530 279 399 111321 90 395 35550 113 285 32205 282 360 101520
CARLISLE 0 0 0 0 0 0 71 373 26483 31 342 10602 42 239 10038 84 392 32928
CHELTENHAM 84 370 31080 114 327 37278 209 398 83182 109 374 40766 113 296 33448 201 422 84822
COVENTRY 90 351 31590 98 322 31556 190 347 65930 85 336 28560 97 294 28518 171 349 59679
EDINBURGH 82 594 48708 84 454 38136 229 563 128927 71 555 39405 86 439 37754 225 545 122625
ESSEX 208 498 103584 205 411 84255 351 453 159003 203 477 96831 211 354 74694 351 454 159354
EXETER 94 408 38352 119 328 39032 254 331 84074 112 345 38640 121 254 30734 249 353 87897
GLASGOW 70 498 34860 84 465 39060 180 560 100800 68 501 34068 82 418 34276 189 552 104328
HANTS/DORSET 133 479 63707 112 431 48272 263 479 125977 129 416 53664 115 354 40710 267 423 112941
HEMEL 135 550 74250 121 377 45617 330 455 150150 165 494 81510 156 378 58968 309 468 144612
KENT 119 488 58072 120 369 44280 198 458 90684 133 440 58520 136 348 47328 207 478 98946
LEEDS 167 407 67969 180 325 58500 487 398 193826 197 372 73284 227 273 61971 470 377 177190
LEICESTER 109 457 49813 114 315 35910 256 402 102912 135 393 53055 142 326 46292 239 396 94644
LIVERPOOL 103 454 46762 119 402 47838 297 461 136917 114 415 47310 156 343 53508 290 422 122380
MANCHESTER 113 466 52658 132 320 42240 221 373 82433 107 417 44619 125 289 36125 214 381 81534
NEWCASTLE 82 411 33702 99 365 36135 211 440 92840 78 381 29718 105 323 33915 198 432 85536
NORWICH 93 452 42036 109 404 44036 243 463 112509 112 408 45696 104 334 34736 232 459 106488
N.W.LONDON 115 549 63135 132 481 63492 192 454 87168 131 456 59736 124 455 56420 178 419 74582
PETERBOROUGH 135 436 58860 153 326 49878 287 430 123410 133 353 46949 172 296 50912 283 408 115464
PRESTON 104 437 45448 119 366 43554 293 442 129506 137 375 51375 138 311 42918 266 426 113316
READING 142 568 80656 124 420 52080 250 535 133750 148 522 77256 142 380 53960 256 532 136192
SHEFFIELD 175 393 68775 182 320 58240 282 391 110262 116 347 40252 171 279 47709 255 381 97155
STOKE 116 415 48140 164 343 56252 280 413 115640 119 394 46886 169 299 50531 263 406 106778
SUNDERLAND 92 414 38088 90 349 31410 212 433 91796 96 399 38304 98 286 28028 209 439 91751
SWANSEA 65 402 26130 84 317 26628 134 380 50920 60 342 20520 77 264 20328 122 378 46116
WREXHAM 105 332 34860 98 286 28028 260 309 80340 113 314 35482 107 256 27392 245 301 73745
- ------------- ---- ---- ------- ---- ---- ------- ---- ---- ------- ---- ---- ------- ---- ---- ------- ---- ---- -------
TOTAL UK 3532 463 1635030 3670 367 1346461 7512 441 3309666 3585 423 1517191 3842 328 1261833 7275 433 3152792
- ------------- ---- ---- ------- ---- ---- ------- ---- ---- ------- ---- ---- ------- ---- ---- ------- ---- ---- -------
DUBLIN 154 691 106414 96 565 54240 253 680 172040 144 625 90000 131 457 59867 236 683 161188
LIMERICK 70 646 45220 82 536 43952 125 577 72125 98 565 55370 126 419 52794 112 617 69104
CORK 63 676 42588 53 475 25175 42 550 23100 49 586 28714 42 417 17514 62 558 34596
- ------------- ---- ---- ------- ---- ---- ------- ---- ---- ------- ---- ---- ------- ---- ---- ------- ---- ---- -------
TOTAL EIRE 287 677 194222 231 534 123367 420 636 267265 291 598 174084 299 435 130175 410 646 264888
- ------------- ---- ---- ------- ---- ---- ------- ---- ---- ------- ---- ---- ------- ---- ---- ------- ---- ---- -------
GRAND TOTAL 3819 479 1829252 3901 377 1469828 7932 451 3576931 3876 436 1691275 4141 336 1392008 7685 445 3417680
- ------------- ---- ---- ------- ---- ---- ------- ---- ---- ------- ---- ---- ------- ---- ---- ------- ---- ---- -------
</TABLE>
Schedule 5(R)\
SCHOOL BOOK FAIRS LIMITED
BANK ACCOUNTS Signers
Lloyd Bank UK 0465175 30-92.0 Philip John
Hodson, Fiona Margaret Waters,
Geoffrey David Bevis, Robert
Merrell
Lloyds Bank Cardnett 1235734 30-92.0
Bank of Ireland Current 1801042 90-00-68 Richard B.
Erven, Philip J. Hodson, Fiona
Waters, Robert Merrell, Art
McMillen
Deposit 39067667 90-00.6
Schedule 5(S)
i. None
ii. None
Schedule 5(T)
SCOPE OF BUSINESS
School Book Fairs Limited's activities comprise:-
1. School Book Fair Book sales to children through
schools using Distributor appointed in the UK and
Ireland.
2. Box Fairs Book sales to children through schools using
Third Party Carders in the UK and Ireland.
3. Starting Out Book sales to children and parents
through schools using Distributor appointed in the UK
and Ireland.
4. Teacher Book Fairs Book sales to teachers and schools
using Distributor appointed In the UK or Third Party
Carrier.
5. Reading Resources Sales of themed boxed sets of books
direct to teachers and schools.
6. Children's library Direct sales to consumers via
premium promotions of children's books and related
material.
Schedule 5(U)
a) Summary of Insurance - Attached
b) Employer's liability claim in process - Jeff Sutcliffe, Ex-
distributor claiming personal injury - see 5(V) note.
SCHEDULE 5(U)
SUMMARY OF INSURANCES
prepared for
School Book Fairs Ltd.
5 Airspeed Road
Priory Industrial Park
Christchurch Dorset
BH23 4AD
by
Bowring Marsh & McLennan Ltd.
Insurance Broking Practice
Havelock Chambers
Queens Terrace
SOUTHAMPTON
Telephone: 01703 318300
Facsimile: 01703 318394
We have pleasure in enclosing your current schedule of insurances which
provides you with an `at a glance' summary of the commercial insurances we
arrange on your behalf.
You will appreciate that for the full terms and conditions you should refer to
the policy documentation and should there be an area you feel does not meet
your requirements or is not in accordance with your instructions, please
contact us immediately. The following list gives examples of important points
to be referred to us. This is not exhaustive, so as a general rule could we
ask that, if in doubt, you refer to us.
Change of Risk
If there are any changes to the subject matter of your insurances, please let
us know IMMEDIATELY- do not wait for renewal. If these changes are substantial
your insurance could become invalid/prejudiced, leaving you with no or only
partial protection.
Description of Business
Similarly, it is essential that you notify us straight away of any change in
your business activities.
Notification of Claims
As soon as you become aware of a circumstance that may give/or has given rise
to a claim, please let us know IMMEDIATELY. If you delay then the subsequent
claim could be prejudiced, or possibly rejected totally, owing to late
notification.
Warranties
You should carefully note all warranties and conditions precedent in your
insurances, and make sure they are fully observed at all times. Any breach
(even a technical one) could prevent you from receiving indemnity in respect
of a claim, or even result in the cancellation of your insurance cover.
I have set out overleaf a list of the team that is dedicated to your account,
together with other key individuals at our Southampton office. Whilst we
always aim to provide an excellent service there may be an occasion when this
does not meet your expectations. In that event, please feel free to contact me
or any of those mentioned to register your concerns. We have formal complaints
procedures which are there to ensure that your grievance is given priority
attention by all our staff.
Our product is the service we provide to you. As a valued client, please tell
us where we do well and not so well so we may adapt as necessary.
ROGER TREHERNE
Local Chief Executive
Personnel you may wish to contact
in connection with the servicing of your account
Local Chief Executive Roger Treherne, A.C.I.I., F.B.I.B.A.
Account Executive Eddie Critchley, F.C.I.T.
Account Handler Ron Planner, A.C.I.I.
Motor Handler Ron Planner, A.C.I.I.
Claims Gordon Sloat / Chris Worley
Financial Director David Deighton, F.C.A., A.T.I.I.
Credit Control Joe Sanchez
It is important that you advise any alterations to the following description
of business, or indeed of any aspect which may increase the original risk
including acquisitions or disposals, adoption of cessation or processes or
systems. Your insurers have assessed and accepted the risks at an agreed
premium on the basis of the information given. Any variations of those
details, if not advised to them, could result in an uninsured loss.
Description of Business
Distributors of Books
Claims Procedure
In general, most of the procedures relating to claims will have been agreed.
The following brief reminders may be of some assistance to you:
NOTIFICATION DURING BUSINESS HOURS
Any serious loss should be notified by telephone, without delay. This is
especially important when the loss falls on a Material Damage or Consequential
Loss Insurance as early action is to the benefit of all parties concerned.
LOSSES OUTSIDE BUSINESS HOURS
In the event of a SERIOUS loss outside business hours, i.e. evenings or
weekends, telephone advice should be given to the person(s) below who will
give you maximum possible assistance.
Paul Hillman 01705 678159
GENERAL INFORMATION
PARENT COMPANY
CONTACT Geoff Bevis
TELEPHONE 01425 279171
FACSIMILE 01425 275062
ACCOUNT NO. 059348
FINANCIAL YEAR
SUBSIDIARIES
EXPLANATION OF TERMS
These notes are a general guide to expressions which may be used in this
summary and should not be taken as a definitive legal interpretation.
AVERAGE A sum insured subject to average must represent the full value.
Under insurance will result in a claim being reduced in direct proportions to
the amount under-insured. (N.B. Average has a totally different meaning in
Marine insurance.)
EXCESS A monetary amount excluded and deducted from each claim before
settlement OR A period of time not insured immediately after a loss.
FIRST LOSS A sum insured less than the total value, designed to represent
the maximum potential loss. Not usually subject to average.
FRANCHISE A figure designed to eliminate small losses. Losses under this
figure are not insured but losses in excess of the franchise figure are
recoverable in full.
INDEMNITY Basis of cover:- value at time of loss.
REINSTATEMENT Basis of cover:- cost of replacement as new - subject to
certain conditions.
DAY I Basis of cover:- cost of replacement as new subject to certain
conditions but with insurers liability increased by a maximum of the stated
percentage of the declared value shown.
WARRANTY A condition to be continually complied with. Breach of a
warranty allows the Insurer to avoid a claim.
PRINCIPAL UNINSURED RISKS
The following risks are not currently insured although we would be pleased to
discuss them further with you should you desire.
All Risks
Aviation
Bonds
Contractors
Credit
Fidelity
Financial Services
Marine
Personal Accident & Sickness
Private Medical
Travel
DECLARATION DETAILS
As soon as practicable after Renewal
1. A completed auditors certificate
2. Actual wage expenditure for the preceeding year, including the amount
applicable to manual work away from your own premises.
3. Actual turnover in the preceeding year.
4. Actual cash carried in the preceeding year split between:-
Cash carried by an approved security company
Cash carried by own employees
CONSEQUENTIAL LOSS INSURANCE CERTIFICATE
Name of Insured: School Book Fairs Ltd.
We certify that the Gross Profit as defined by the Policy being the amount by
which:-
a) The sum of the Turnover and the amount that the Closing Stocks
shall exceed
b) The sum of the amount of the Opening Stocks and the amount of
the Uninsured Working Expenses (as detailed below) earned during the Financial
Year ended
In arriving at this sum, the turnover taken into account is that received in
the ordinary course of the Business as defined in the Policy carried on by the
Insured at the Premises named in the Policy, for goods sold and delivered and
for services rendered, items of income other than from the trading at the
Premises being excluded.
We also certify that the total Payroll (Wages and Salaries) included in the
above amounted to pound sterling
The term "Payroll" includes Employers National Insurance, Pension
Contributions Bonuses, Holiday Pay and other payments pertaining to Payroll.
....................19 Signed.......................
N.B. The amounts of the Opening and Closing Stocks shall all be arrived
at in accordance with the Insured's normal accountancy methods, due provision
being made for depreciation.
Uninsured Working Expenses.
a) Purchases (less discount received)
b) Commissions paid to distributors
c) Bad debts
I N D E X
Fleet Cars 1
Private Car 2
Combined 3
Combined Engineering 4
PREMIUM SUMMARY
Fleet Cars 4515.20
Private Car 594.14
Combined 24510.00
Combined Engineering 767.12
3.1 School Book Fairs Ltd.
Risk : Combined
Our Reference : 02472/02
Expiry Date : 30th August 1995
Insurer : Commercial Union Ass. Co. Plc.?
Policy Number : C7348933244
Premium : pound sterling 24510.00
MATERIAL DAMAGE AND THEFT SECTION
Insured Risk : Accidental Loss or Damage to Insured property (subject
to exclusions as detailed in the policy).
PROPERTY COVERED
& SUMS INSURED :
Descript- Sum Insured
1. Tenants Improvements 50,000
2. Stock-own premises 2,000,000
3. Stock-at schools and distributors 2,100,000
4. Contents-own premises 271,000
5. Contents-at schools and distributors 1,150,000
PREMISES :5,6, 12 and 15, Airspeed Road, Priory Industrial Estate,
Christchurch BH23 4AD, and at distributors in G.B., N. Ireland or Eire. Used
by the insured in the course of their business.
EXCESSES :250 pound sterling each and every loss
BASIS OF COVER : 1. Tenants Improvements - Reinstatement
- Index - linking
2. Contents - Reinstatement
- Index - linking
This is a summary document only. Please refer to the policy documents for the
exact cover, terms, exceptions and conditions of which you should be aware.
3.2 School Book Fairs Ltd.
Risk : Combined
Our Reference : 042472/02
Expiry Date : 30th August 1995
3) Stock -Indemnity
- Index - linking
4) Sums insured are subject to average
PRINCIPAL EXTENSIONS:
Average
Designation
All Other Contents (Employees Personal Effects 250 pound sterling)
Professional
Fees
Contract Price
Electrical
Fire Extinguishing Appliances
Public Authorities
Non-invalidation
Workmens
additions
Debris Removal
The interest of Lloyds Bank, Poole is noted
N.B. : 1. for the period 5th August to 13th September each year stock item 2
sum insured is increased to 3,000,000 pound sterling and stock item 3 reduced
to 1,100,000 pound sterling
2. Stock item 3 includes the insured books at the private houses of
employees up to 500 pound sterling per employee or any one dwelling.
3. In respect of contents and stock at own premises, cover extends to
include such contents and stock up to a maximum value of pound sterling100,000
at any one time whilst temporarily removed to any premises in G. Britain used
by the insured PROVIDED THAT 30 days prior notification is given to insurers.
4. In respect of contents and stock at school or distributors premises
The following limited apply at each separate premises:
Contents at distributors premises- 110,000 pound sterling
Contents at school premises - 3,000 pound sterling
Stock at distributors premises - 180,000 pound sterling
Stock at school premises - 6,000 pound sterling
This is a summary document only. Please refer to the policy documents for the
exact cover, terms, exceptions and conditions of which you should be aware.
3.3 School Book Fairs Ltd.
Risk : Combined
Our Reference : 042472/02
Expiry Date : 30th August 1995
PRINCIPAL EXCLUSIONS :
Subsidence, ground heave or landslip
Explosion of nondomestic boilers
Theft, storm or flood damage to moveable property in the open
Theft not involving forcible/violent entry or exit to the premises
Theft of property in transit
Sonic Bangs
Pollution and contamination
Radioactivity and war
Theft : Collusion
WARRANTIES : Alarm and protections
This is a summary document only. Please refer to the policy documents for the
exact cover, terms, exceptions and conditions of which you should be aware.
3.4 School Book Fairs Ltd.
Risk : Combined
Our Reference : 042472/02
Expiry Date : 30th August 1995
GLASS SECTION
Cover : Accidental breakage to fixed glass by fracture extending through its
entire thickness
Sum Insured : As property schedule
Exclusions :
Breakage/damage during repairs/alterations Settlement whilst building being
constructed or within 6 months of completion
Unoccupied premises exceeding 30 days
Pre-existing damage
Wear, tear, gradual deterioration, mechanical, electrical breakdown or whilst
being removed in respect of signs and light fitments.
Bulbs and tubes unless resulant from damage to fitmant
Excess : 50 pound sterling each and every claim
This is a summary document only. Please refer to the policy documents for the
exact cover, terms, exceptions and conditions of which you should be aware.
3.5 School Book Fairs Ltd.
Risk : Combined
Our Reference : 042472/02
Expiry Date : 30th August 1995
BUSINESS INTERRUPTION SECTION
INSURED RISK :
Consequential Loss resulting from Interruption of the Business or the premises
following destruction or damage by:
Fire, Lightning, Aircraft, Explosion, Earthquake, Riot, Civil Commotion,
Malicious Damage, Storm, Tempest, Flood, Burst Water Pipes, Sprinkler Leakage,
Impact (own and third party vehicles), Accidental Damage and Theft.
COVER AND SUM INSURED :
Description Sum Insured
1. Gross Profit 3,800,000
PREMISES : 5, 6, 12, and 15 Airspeed Road, Priory Industrial Estate,
Christchurch BH23 4AD and the premises of any distributor or school in GB., N.
Ireland and Eire used by the insured in the course of their business.
BASIS OF COVER : 1. Difference Wording
INDEMNITY PERIOD : 12 Months
(ESTIMATED) GROSS PROFIT : The amount by which -
The Turnover and Closing Stock exceeds
Opening Stock and Specified Working Expenses as
follows:-
a. Purchases (less discounts received)
b. Discounts allowed to customers
c. Commissions paid to distributors
This is a summary document only. Please refer to the policy documents for the
exact cover, terms, exceptions and conditions of which you should be aware.
3.6 School Book Fairs Ltd.
Risk : Combined
Our Reference : 042472/02
Expiry Date : 30th August 1995
PRINCIPAL EXTENSIONS : Payments on accounts. Professional accountants fees
PRINCIPAL EXCLUSIONS :
WARRANTIES :
PREMIUM BASIS :
This is a summary document only. Please refer to the policy documents for the
exact cover, terms, exceptions and conditions of which you should be aware.
3.7 School Book Fairs Ltd.
Risk : Combined
Our Reference : 042472/02
Expiry Date : 30th August 1995
MONEY SECTION
INSURED RISK : 1. Loss of money from any cause
2. Loss of or damage to any safe or strongroom and employees clothing, arising
from theft or attempted theft of money.
PREMISES :
LIMIT OF INDEMNITY : 1. Crossed cheques, crossed postal and money orders and
the like 250,000 pound sterling
2. Other Money
a) in locked safe out of business hours at the premises
(i) unspecified 1,000 pound sterling
(ii)
b) not in locked safe, out of business hours at the premises 500 pound
sterling
c) at residence of principals and employees pound sterling500
d)In transit 1,000 pound sterling
e) any other loss 1,000 pound sterling
3. Employees clothing 500 pound sterling
4. Money in the hands of playgroups 150 pound sterling per playgroup
5. Money in the hands of distributors 500 pound sterling per distributor
TERRITORIAL LIMITS : Great Britain, Northern Ireland, Isle of Man?, and
Channel Islands or the Republic of Ireland
This is a summary document only. Please refer to the policy documents for the
exact cover, terms, exceptions and conditions of which you should be aware.
3.8 School Book Fairs Ltd.
Risk : Combined
Our Reference : 042472/02
Expiry Date : 30th August 1995
PRINCIPAL EXTENSIONS :
Cost of repair or replacement of safes, cases or bags for the carrying of
money unlimited.
Damage to employees clothing or personal effects pound sterling500 per person
Personal Accident/Assault Benefits: Age Limits 16-75
Death 10,000 pound sterling
Loss of limbs or sight of eye/eyes 10,000 pound sterling
Permanent Total Disablement 10,000 pound sterling
Temporary Total Disablement
(maximum 104 weeks) 100 pound sterling per week
Temporary Partial Disablement
(maximum 104 weeks) nil pound sterling per week
PRINCIPAL EXCLUSIONS : Shortages due to errors or omissions.
Loss due to dishonesty of employees not discovered within working days.
Losses from unattended vehicles.
Losses from or damage to vending machines.
WARRANTIES : 1. Keys and combination codes for safe to be removed from the
premises when closed for business
PREMIUM BASIS : Flat premium.
This is a summary document only. Please refer to the policy documents for the
exact cover, terms, exceptions and conditions of which you should be aware.
Money Cover
Attached to and forming part of Policy No. CZ348933244
THE INSURED: School Book Fairs Ltd.
Memo 2 - Money in the Hands of Distributors
It is hereby noted that the limit of liability under clause B ii a under this
Cover is increased to 2,000 pound sterling for those based in Eire. This cover
is subject to any Premises not being left without a responsible adult therein.
Subject to all terms and conditions of the Cover except as may be expressly
varied hereby.
For Commercial Union
signed
Date: 27th April 1995
Money Cover
Attached to and forming part of Policy No. CZ348933244
THE INSURED: School Book Fairs Ltd.
Memo 2 - Money in the Hands of Distributors
It is hereby noted that the limit of liability for money in the hands of
distributors is increased to 2,000 pound sterling for those based in Eire with
effect from the 6th March 1995 and as described in the attached endorsement.
In consideration of the above alteration an Extra Premium is due to the
Commercial Union of 51.21 pound sterling based on an annual additional of
105.00 pound sterling.
Subject to all terms and conditions of the Cover except as may be expressly
varied hereby.
For Commercial Union
signed
Date: 27th April 1995
1.1 School Book Fairs Ltd.
Risk : Fleet Cars
Our Reference : C42471/02
Expiry Date : 29th September 1995
Insurer : Norwich Union Ins. Group
Policy Number : 37395N81150
Premium : 4515.20 pound sterling
INSURED RISK : Comprehensive cover on any Private Car the property of the
policyholder or in their custody or control.
DRIVERS: Any licensed driver with the insured's permission.
USE : For the policyholders business and social domestic and pleasure
purposes. Excludes commercial traveling.
EXCESSES : 50 pound sterling Accidental damage excess in addition to the New
and Young drivers excesses.
i) Drivers aged 17-20 250 pound sterling
ii) Drivers aged 21-25 150 pound sterling
iii) Drivers aged over 25 who have held a full UK driving license
less than 17 months 150 pound sterling
SPECIFIC COVER DETAILS : Third party property Damage - unlimited
Passenger liability and passenger negligance
Manslaughter defence fees
Windscreen cover - Unlimited, subject to 40 pound sterling excess each claim
Unlimited cover on permanently fitted radio/cassette players
Driving by unlicensed drivers when a license is not required by law
Insured's liability in respect to unauthorised use of insured vehicles. The
drivers liability is not covered
Joint insured - Indemnity to each associated and/or subsidiary company as
though they were the holders of separate insurance
Motor contingency liability
Personal effects 100 pound sterling
Indemnity to principals
Blanket certificates
Comprehensive cover on specified own trailers whilst attached and detached
PREMIUM BASIS : Medical expenses 100 pound sterling
NOTE : Vehicle changes to be notified immediately
This is a summary document only. Please refer to the policy documents for the
exact cover, terms, exceptions and conditions of which you should be aware.
2.1 School Book Fairs Ltd.
Risk : Private Car
Our Reference : 042898/02
Expiry Date : 17th November 1995
Insurer: Norwich Union Ins. Group
Policy Number : 873115N81507
Premium : 594.14 pound sterling
INSURED RISK : Comprehensive cover on Volvo A1 R8E
DRIVERS : Any licensed driver with the Insured's permission.
USE : For the policyholders business and social domestic and pleasure
purposes. Excluding commercial travelling.
EXCESSES : Accidental damage excess in addition to the New and Young drivers
excesses. i) Drivers aged 17-20 250 pound sterling
ii) Drivers aged 21-25 150 pound sterling
iii) Drivers aged over 25 who have held a full UK driving license
less than 12 months 150 pound sterling
SPECIFIC COVER DETAILS :
Third party property Damage - unlimited
Passenger liability and passenger negligence
Manslaughter defence fees
Windscreen cover - Unlimited, subject to 40 pound sterling excess each claim
Unlimited cover on permanently fitted radio/cassette players or radio
telephones Driving by unlicensed drivers when a license is not required by law
Insured's liability in respect to unauthorised use. The drivers liability is
not covered
Joint insured - Indemnity to each associated and/or subsidiary company as
though they were the holders of separate insurance
Personal effects 100 pound sterling
Indemnity to principals
Registration number certificate
SPECIAL TERMS : Cover is restricted to Third Party Fire & Theft for drivers
aged 29 years and under.
This is a summary document only. Please refer to the policy documents for the
exact cover, terms, exceptions and conditions of which you should be aware.
3.9 School Book Fairs Ltd.
Risk : Combined
Our Reference : 042472/02
Expiry Date : 30th August 1995
GOODS IN TRANSIT SECTION
INSURED RISK : Accident loss or damage
PROPERTY COVERED : Goods incidental to the business
BASIS OF COVER : Inland Transit within the UK and Eire.
LIMITS OF LIABILITY : In respect of :
a) the property in each of the insured's vehicles
(inclusive of trailer) specified below.
Description Sum Insured
1. Any twelve foot closed trailers
owned or operated by the insured or their distributors 7,500
2. Any sixteen foot closed trailers owned or operated
by the insured or their distributors 10,000
3. Any road vehicles (other than trailers
owned or operated by the insured or their distributors 12,5000
ii. any one consignment despatched at any one time by
the other means of Transit described above 88,000
b. any one package 4,000
EXCESSES : 50 pound sterling each loss other than by fire
This is a summary document only. Please refer to the policy documents for the
exact cover, terms, exceptions and conditions of which you should be aware.
3.10 School Book Fairs Ltd.
Risk : Combined
Our Reference : 042472/02
Expiry Date : 30th August 1995
PRINCIPAL EXCLUSIONS : Vehicles left loaded overnight unless in a security
compound.
PRINCIPAL CONDITIONS : When any vehicle or trailer is left unattended, all
doors, windows, windscreens, and roofs are to be closed, securely locked and
properly fastened.
WARRANTIES : Goods to be adequately packed.
PREMIUM BASIS : Flat premium
This is a summary document only. Please refer to the policy documents for the
exact cover, terms, exceptions and conditions of which you should be aware.
3.11 School Book Fairs Ltd.
Risk : Combined
Our Reference : 042472/02
Expiry Date : 30th August 1995
EMPLOYERS LIABILITY SECTION
INSURED RISK : Legal liability for death, bodily injury or disease of
employees arising out of and in the course of their employment in the
business. Legal costs and expenses incurred in defence of a claim.
TERRITORIAL LIMITS : Great Britain, Northern Ireland, Channel Islands, and
Isle of Man ( including designated areas of the Continental shelf surrounding
Great Britain) whilst temporarily engaged around the world.
LIMIT OF INDEMNITY : Unlimited
PRINCIPAL EXTENSIONS : Own fire, Health and First Aid services
Sports and Welfare facilities
Government or Local Authority Training schemes
Health and Safety at Work Act
Indemnity to Principals
PRINCIPAL EXCLUSIONS :
PREMIUM BASIS : Adjusted annually. Provisional premium based on estimated
annual wages and salaries as follows:-
Description Sum Insured
1. Clerical 970,000
2. All other 200,000
This is a summary document only. Please refer to the policy documents for the
exact cover, terms, exceptions and conditions of which you should be aware.
3.12 School Book Fairs Ltd.
Risk : Combined
Our Reference : 042472/02
Expiry Date : 30th August 1995
PUBLIC AND PRODUCTS LIABILITY SECTION
INSURED RISK : Legal liability for bodily injury to third parties or damage to
their property arising out of the business
Legal costs and expenses incurred in defence of a claim in addition to the
Limit of Indemnity
TERRITORIAL LIMITS : Great Britain, Northern Island, Isle of Man and Channel
Islands (including off-shore installations in territorial waters around Great
Britain and its Continental Shelf).
Elsewhere in the World in respect of products supplied from the premises and
employees not engaged in manual work/duties.
LIMIT OF INDEMNITY : Any One Occurrence Any One Period
Public Liability 2,000,000 pound sterling Unlimited
Products Liability 2,000,000 pound sterling 2,000,000 pound sterling
EXCESSES : nil pound sterling each and every occurrence in respect of third
party property damage
PRINCIPAL EXTENSIONS :
Cross liabilities
Indemnity to Principal
Health and Safety at Work Act
Overseas Personal liability
Data Protection Act 1984
Consumer Protection Act
Tenants liability
Defective Premises Act 1972
Liability of distributors in connection with work done for School Book Fairs
Ltd.
This is a summary document only. Please refer to the policy documents for the
exact cover, terms, exceptions and conditions of which you should be aware.
Our Reference : 042472/02
Expiry Date : 30th August 1995
PRINCIPAL EXCLUSIONS :
Ownership or possession of any mechanically propelled vehicle other than:
a) plant used as a tool of trace on site
b) plant used on premises of the Insured
c) loading and unloading of vehicles
Rectifying defective products
Failure of a product to perform its intended purpose
Cost of product recall
Contract works
War
Pollution or contamination unless sudden, accidental and unexpected Property
in the custody or control of the insured.
WARRANTIES :
PREMIUM BASIS : Adjusted annually. Provisional premium based on:
Description Amount
1. Turnover 9,500,000
This is a summary document only. Please refer to the policy documents for the
exact cover, terms, exceptions and conditions of which you should be aware.
4.1 School Book Fairs Ltd.
Risk : Combined
Our Reference : 044637/01
Expiry Date : 31st august 1995
Insurer : Commercial Union Ass. Co. Plc.
Policy Number : JX348933424
Premium : 757.12 pound sterling
PLANT SECTION
INSURED RISK : Sudden and unforeseen loss or damage Inspection and issue of
reports
PROPERTY COVERED :
Description Limit of Indemnity
1. Electric fork lift truck )
no: FOER 75055614 )
2. Electric fork lift truck )
no: TR/1100/165988 )
3. Pallett Truck ) 100,000 pound sterling
no: CCT 1250/172924 )
4. Electric fork lift truck )
no: FRER5 / 79049216 )
5. Electric fork lift truck )
no: FRER5 20TFSS 78008410 )
PREMISES : 5,6,12 and 15 Airspeed Road, Priory Industrial Estate, Christchurch
BH23 4AD
EXCESS : 50 pound sterling each claim
PRINCIPAL EXCLUSIONS : Theft
This is a summary document only. Please refer to the policy documents for the
exact cover, terms, exceptions and conditions of which you should be aware.
4.2 School Book Fairs Ltd.
Risk : Combined
Our Reference : 044637/01
Expiry Date : 31st August 1995
COMPUTER SECTION
INSURED RISK : Loss of or damage to the property covered
PROPERTY COVERED
4 SUM(S) INSURED :
Description Sum insured
1. Computer Equipment (under 10 years old) 111,798
2. Cabling 20,000
3. Increased cost of working 5,000
12 months indemnity period
4. Reinstatement of data 20,000
EXCESS : 50 pound sterling each and every claim
Excess is increased to 500 pound sterling each occurrence for theft unless: a)
it involves forcible or violent entry or exit AND
b) premises have a MACCSS approved alarm system
FRANCHISE : 24 hours after the occurrence of breakdown
30 minutes after the occurrence of failure of the public electricity supply
PREMISES : 5,6,12 and 15 Airspeed Road, Priory Industrial Estate, Christchurch
BH23 4AD
BASIS OF COVER : Reinstatement
This is a summary document only. Please refer to the policy documents for the
exact cover, terms, exceptions and conditions of which you should be aware.
4.3 School Book Fairs Ltd.
Risk : Combined
Our Reference : 044637/01
Expiry Date : 31st August 1995
PRINCIPAL EXTENSIONS : Reinstatements as unused materials together with costs
of reinstatement of data in respect of Item 4
Reinstatement of Sum Insured after loss
Capital Additions (Limit 100,000 pound sterling)
Subrogation waivers
Additional repair costs
Reinstatement
Malicious/Accidental erasure of data
Breakdown
Denial of Access
Consulting Engineers Fees
Temporary removal anywhere in Western Europe - 50,000 pound sterling limit
PRINCIPAL EXCLUSIONS : Radioactivity
Damage directly occasioned by pressure waves
War, invasion or act of foreign enemy
Wear, tear and other gradually operating causes
Loss or damage recoverable under a maintenance agreement
Derangement not accompanied by damage
WARRANTIES ; Maintenance agreement shall be kept in force throughout the
period of insurance and no variation in the terms of the maintenance agreement
will be made without written consent of the company.
This is a summary document only. Please refer to the policy documents for the
exact cover, terms, exceptions and conditions of which you should be aware.
Schedule 5(V)
1 See Schedule 5(U) with respect to claim by Jeff Sutcliffe.
2) See attached detail Schedule.
Schedule 5(V)(2)
DETAILS OF OUTSTANDING LITIGATION & DISPUTES
During 1995, we finalised details of the Employment Tribunal action taken out
by Mr. Gordon Fermer. Mr. Fermer was found not to have a case against School
Book Fairs.
Additionally, during 1995 Mr. Jeff Sutcliffe, a distributor, took us to the
Employment Tribunal on the basis that he was employed by School Book Fairs. All
distributors are considered to be self-employed and we defended the case.
Unfortunately, we lost and following advice from Counsel decided not to appeal
and negotiated a settlement with Mr. Sutcliffe, which he accepted and
subsequently on the 19 January 1996 withdrew his claim. On the 12 January we
received a summons on behalf of Mr. Jeff Sutcliffe claiming personal injury on
the basis that he was employed by the company. This has been sent to our
Employer's Liability Insurers for them to deal with.
In 1993 the company agreed to use Computer Associates Masterpiece Software and
in May 1993 a stop was put on all payment for this software package. Since then
we have been in dispute with Computer Associates and have tried to negotiate a
settlement. Since 1993 invoice charges have amounted to 76,503 pounds
sterling, plus VAT, which have been accrued in the accounts. The dispute is
continuing on the basis that the software was not suitable for use in School
Book Fairs business, however, under the latest communication from Computer
Associates have a liability of 53,330 pounds sterling between now and the end
of the contract in February 1998.
In 1992 we took occupation of Unit 12 Priory Industrial Park and made a large
amount of improvements to the premises. During 1994 and 1995 we found that the
offices were affected by fumes which cause nausea amongst our staff. Having
spent money to trace the source of these fumes and having done modifications
to the building to dissipate their effect and having discussed this at length
with the landlord and reach no real conclusion, we have set in train through
our Solicitors an investigation to see if these fumes were prevalent prior to
our occupation of the building and if the previous tenants did not inform us
of the nature of these fumes. The enquiry is ongoing but in the meantime we
have had to vacate part of the building affected by the fumes.
Schedule 5(W)
i None
ii Lease Guarantee-
Eire distributor's office
previously made available
iii None
Schedule 5(X)
UK - INTERCOMPANY CHARGES
1.) SBF US through a license fee - charges SBF, Ltd. a fee calculated at 4% of
the sales less freight costs. This license fee was $466,766 for the year
ended 12131194. This license agreement will be cancelled prior to closing.
2.) At times, SBF U.S. has sold product, cases, and trailers to UK. These were
sold at cost including shipping and handling. Details attached.
3.) SBF U.S. provides Ltd. with the operating software to manage the fair
business (Tominy). SBF U.S. provides ongoing systems operation and
programming support to UK for both the Tominy software and the Computer
Associates software.
4.) SBF, Ltd. sold inventory to SBF U.S. in February, 1996 with a value of
$48,249.
SBF Services, Inc. ZEPH
GLF003 02/23/96 (02/96) 9
DIS ACCT * * * Display an Account * * * Rel ID: 61.0
PF2:HELP ESC/PF1=EXIT CTRL
F=I
1)Account: 181501-000-00 2)Desc: U.K. RECEIVABLE
3)Curr Conv Mthd:PE 4)Type(AS/OE/LI/EX/RE/ST): AS 5)Sub(Y/N):Y
6)Inactive(Y/N) 7)ES100 A)ctual B)udget F)orecast or S)tatistical: A
Year: 96
8) End Date Per Curr Amt YTD
Bal
01/01/96 BG/96 0.00 2,066,121.70
01/26/96 01/96 0.00 2,066,121.70
02/23/96 02/96 251,751.38 ** 2,317,873.08
03/29/96 03/96 0.00 2,317,873.08
04/26/96 04/96 0.00 2,317,873.08
05/31/96 05/96 0.00 2,317,873.08
06/28/96 06/96 0.00 2,317,873.08
07/26/96 07/96 0.00 2,317,873.08
08/30/96 08/96 0.00 2,317,873.08
09/27/96 09/96 0.00 2,317,873.08
10/25/96 10/96 0.00 2,317,873.08
11/29/96 11/96 0.00 2,317,873.08
12/31/96 12/96 0.00 2,317,873.08
01/01/97 13/96 0.00 2,317,873.08
01/01/97 CL/96 0.00 2,317,873.08
UK 12/31/95 Report
Due SBF = 1,225,948 pounds sterling
Exchange Rate X 1.553
US dollar 1,903,897 12/31/95
F/X 162,225
Due from UK
US$ denominated 2,066,122
**Activity Consists of
$300,000 cash advance
(48,249) inventory + freight sent to US
251,751
SCHOOL BOOK FAIRS LIMITED PRELIMINARY NOTES TO THE ACCOUNTS
Year ended 31 December 1995
13. CREDITORS:AMOUNTS FALLING DUE WITHIN ONE YEAR
1995 1994
POUNDS STERLING
Bank overdraft (secured - see below) 1,108,550 1,251,344
Obligations under hire purchase contracts and
finance leases (see note 15) 21,046 15,876
Trade creditors 1,541,440 1,676,303
Amounts owed to group undertakings A 636,359 148,247
Taxation and social security 57,267 31,060
Other creditors 6,120
Accruals and deferred income 132,421 176,938
3,497,083 3,305,888
The company has granted a fixed and floating charge on all its assets to
secure the bank overdraft.
14. CREDITORS:AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
1995 1994
POUNDS STERLING
Obligations under hire purchase contracts and
finance leases (see note 15) 41,424 26,478
Amounts owed to group undertakings A 589,589 584,358
631,013 610,836
Sum A= 1,225,948 pounds sterling
15. BORROWINGS
Obligations under hire purchase contracts and finance leases are
repayable
as follows:
1995 1994
POUNDS STERLING
Within one year 27,645 19,548
Within one to two years 22,138 14,641
Within two to five years 25,779 14,894
75,562 49,083
Less:finance charges allocated to
future periods (13,092) (6,729)
Less:amount included in creditors falling
due within one year (see note 13) (21,046) (15,876)
Amount included in creditors falling due
after more than one year (see note 14) 41,424 26,478
<TABLE>
<CAPTION>
SCHOOL BOOK FAIRS 31-JAN-96
SUMMARY OF U.K. RECEIVABLE ACTIVITY
FISCAL YEAR 1995
A/R
A/R INV'D PAYMENT BAL
DESCRIPTION 12/31/9 JAN FEB MAR APRIL MAY JUNE JULY AUG SEPT OCT NOV DEC Y-T-D Y-T-D 12/31/95
- -------------- -------- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CASH TRANSFERS 2956365 157840 156000 160000 473840 3430205
SALARY (YATES) 0 7006 2335 2335 2919 2335 2335 0 19265 19265
CASES & TRAILER 1264270 0 1264270
LEGAL FEES 381088 0 381088
SOFTWARE 222241 0 222241
CONSULT & MGMT 75844 0 75844
LICENSE FEE 2842587 27499 33121 64413 5966 35423 43922 9706 1298 35194 75092 100930 2590 435153 3277740
INVENTORY 774080 0 774080
SENTINEL 34600 0 34600
TOTE BAGS 22000 0 22000
SHIPPING COSTS 23879 0 23879
RAMPS 3737 0 3737
BUSINESS FORMS 27003 0 27003
CASE/TRAILER EX 31742 2110 3606 5716 37458
COMPUTER EXPENS 26533 0 26533
SOLOMON SOFTWAR 425 0 425
TRAVEL & ENTERT 17098 2974 2974 20072
ACCOUNTING FEES -5128 0 -5128
WAREHOUSE EXPEN 124 0 124
BOXES 606 0 606
LOAN COSTS 232018 0 232018
DUTY PAID 3655 0 3655
COMPUTER EQUIP. 100046 2015 2325 4340 104386
BOOK SAMPLES 139 0 139
DISPLAY UNITS 74 0 74
SHIPPING CARTON 5311 0 5311
SUPPLIES 1132 0 1132
MISC INC/EXP -1826 0 -1826
INTEREST EXPENS 0 0 0
PERSONAL PROP T 613 0 613
ADJUSTMENTS -39811 -9448 -4682 -14130 -53941
RECLASS TO INVE-2766821 0 -2766821
- -------------- -------- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -------
TOTAL 6233621 29514 35231 215130 161966 42003 210928 12041 3633 38113 72746 103265 2590 927159
PAYMENTS -4934732 -159927 -159927 -5094658
-------- --------
TOTAL 1298889 2066122
</TABLE>
Schedule 5(Y)(1)
(1) List of employees with salaries - attached
(2) Benefits information available in Christchurch
(3) The Company contributes an amount equal to 2% of salaries with respect
to employees and 3% of salaries with respect to persons who are
directors and employees to purchase a third party money purchase
scheme
<TABLE>
SCHOOL BOOK FAIRS LTD - FULL TIME STAFF, MONTHLY PAID
PHILIP HODSON 2 03/04/96
/SMS/conf.mthdata2doc
<CAPTION>
Department Name Title No StartDate Salary/37.5hrs DepartmentTotal
M/D/Y (In Pounds Sterling)
- --------------- ------------------- -------------------------- --- --------- --------------------- ------------------
<S> <C> <C> <C> <C> <C> <C>
Customer Mrs R V Cheater Clerk 35 040491 8,515 2 full-time staff
Management
" Mrs L Edis Manager 36 083089 16,000 -
Data Processing Mr T D Chapman Operator/Data analyst 37 111488 15,250 3 full-time
" Mrs A G Schellenberg Operator 38 061890 12,500 -
" Mrs I White Operator 39 103089 7,540 (30 hours) 1 part-time (year)
" Mrs M C Young System Analyst 40 082090 17,595 -
Editorial Ms F MacKeith Editorial Manager 41 102687 15,225 4 full-time
" Mrs S F McCabe Managing Editor/Mat.Leave 42 040291 25,000/14,000 3 days 1 part time - July 96
" Ms F M Waters Editorial Director 43 040187 40,500 -
" Mrs L Wilson Managing Editor 44 031191 23,600 -
" Mr B J Wead Admin. Co-ordinator 45 121995 12,500 -
FINANCE Mrs C A Atherton Clerk 46 110193 6,500 (27.5 hours) 1 part-time (year)
" Mr G D Bevis Financial Director 47 060694 35,000 5 full-time
" Mrs J M D Davies Clerk 48 110689 9,722 -
" Mrs J Foulston Management Accountant 49 111494 18,000 -
" Miss C Thorne Wages Clerk 50 052891 10,250 -
" Mrs P Watson Clerk 51 050890 13,816 -
MANAGEMENT Mr P J Hodson Managing Director 52 020189 58,500 2 - full time
" Mrs S M Somerville Secretary 53 100493 15,750 -
MARKETING Ms D Foschi Manager 54 051595 25,000 3 - full time
" Mrs S A M Harvey Assistant 55 082989 11,500 -
" Miss S J West Promotions Manager 56 030690 15,000 -
OPERATIONS Ms S T Earicker Distributor Assistant 57 102990 10,000 6 - full time
" Mrs J E Goldsmith Stock Clerk 58 090792 9,833 -
" Mr J Hubbard Inventory Manager 59 100295 19,500 -
" Mr L R C Merrell Operations Director 60 072291 35,000 -
" Mr L E Pine Distribution Manager 61 070488 21,500 -
" Mrs J Target Stock Clerk 62 020689 9,833 -
TELE-SALES Mrs G R Driver Clerk 63 090291 9,500 2 - full time
" Ms M C Hanslip Manager 64 041188 18,367 -
WAREHOUSE/MAIN Mr R J Beckley Assistant 65 051490 8,200 8 - full time
" Mr M Brooks Assistant 66 012389 10,656 -
" Mr A J Brown Manager 67 100190 15,062 -
" Mr S P R Bunn Assistant 68 112392 8,540 -
" Mr G Coleman Assistant 69 082288 10,090 -
" Mrs M Dickeson Assistant 70 050289 9,341 -
" Mrs H D Robinson Assistant 71 100289 8,523 -
" Mr J A Wesley Assistant 72 101695 7,717 -
WAREHOUSE /TBF Mr M Davis Assistant 73 010494 8,250 3 full time
" Mr G J Ellis Manager 74 120390 15,569 -
" Mrs W P Hadden Assistant 75 050890 7,625 -
</TABLE>
SCHOOL BOOK FAIRS LTD - PART-TIME STAFF
PHILIP HODSON 3 27/02/96
/SMS/conf.staf.dat2.doc
<TABLE>
<CAPTION>
Department Name Title No StartDate Hourlypaid/30hours Department Total
M/D/Y (In Pounds Sterling)
--------------------- ------------------ ----------- ---- --------- -------------------- ------------------
<S> <C> <C> <C> <C> <C> <C>
Customer Management Mrs D J Brown Clerk 1 090892 4.40 = 5,280 8 part-time staff
" Mrs F B Cracknell Clerk 2 082995 4.40 = 5,280 -
" Mrs J English Clerk 3 051595 4.40 = 5,280 -
" Mrs J B Evans Clerk 4 090291 4.40 = 5,280 -
" Mrs C A Rice Clerk 5 100894 4.40 = 5,280 -
" Mrs K E Southgate Clerk 6 091195 4.40 = 5,280 -
" Mrs S P Stubbs Clerk 7 091790 4.40 = 5,280 -
" Miss S J Whitfield Clerk 8 091195 4.40 = 5,280 -
Teacher Book Fairs Sales Mrs V M Baptiste Tele-Sales 9 060692 4.40 = 5,280 7 part-time staff
" Mrs D Collins Tele-sales 10 090495 4.40 = 5,280 -
" Mrs S M Groves Tele-sales 11 100394 4.80 = 5,760 -
" Mrs T J Hill Tele-sales 12 091790 4.80 = 5,760 -
" Mrs W Lovegrove Clerk 13 091790 4.00 = 4,800 -
" Mrs Y D Martin Tele-sales 14 090192 4.40 = 5,280 -
" Mrs J A Utting Tele-sales 15 090192 4.40 = 5,280 -
Case Fairs Sales Mrs A V Applegate Tele-sales 16 082688 5.00 = 6,000 13 part-time staff
" Mrs E F Brown Tele-sales 17 040395 4.00 = 4,800 -
" Mrs S M Cohen Tele-sales 18 041894 4.40 = 5,280 -
" Mrs J Cottington Tele-sales 19 041393 4.40 = 5,280 -
" Mrs V Fitzgerald Tele-Sales 20 090594 4.40 = 5,280 -
" Mrs R D Hughes Tele-sales 21 041995 4.40 = 5,280 -
" Mrs S M Hynson Tele-sales 22 010488 4.40 = 5,280 -
" Mrs S L Kimber Tele-sales 23 090594 4.40 = 5,280 -
" Mrs Y J Lowe Tele-sales 24 010594 4.40 = 5,280 -
" Mrs M Morrell Tele-sales 25 100295 4.40 = 5,280 -
" Mrs S A Simmons Tele-sales 26 082989 5.00 = 6,000 -
" Mrs K A Simpson Tele-sales 27 090291 4.40 = 5,280 -
" Mrs L S Stacey Tele-sales 28 041393 5.00 = 6,000 -
Warehouse - Despatch Mrs M L Fearnhead Assistant 29 041194 4.00 = 4,800 6 part-time staff
" Mrs S L Finney Assistant 30 092490 4.00 = 4,800 -
" Mrs S Gibbins Assistant 31 111990 4.00 = 4,800 -
" Mrs J A Partington Assistant 32 101689 4.00 = 4,800 -
" Mrs D Stokes Assistant 33 061890 4.00 = 4,800 -
" Mrs M A Winter Assistant 34 030590 4.00 = 4,800 -
</TABLE>
NOTE
- ----
TELE-SALES STAFF WORK ON A HOURLY RATE PLUS COMMISSION FOR EACH FAIR BOOKED.
COMMISSION PAID IS IN THE RANGE OF 3 - 7 POUNDS STERLING DEPENDING ON THE
FAIR TAKINGS / TIME OF FAIR/ COMPETITOR ETC.
ADDITIONALLY, A TERMLY BONUS IS PAID ON THE TOTAL SALES OF THE DEPARTMENT AND
THE INDIVIDUAL PERFORMANCE DURING THE TERM.
<PAGE>
EX -13
To Our Stockholders:
The 1994 PAGES consolidated financial statements reflect operating results that
were disappointing and below forecast for both business segments. The loss for
the year was attributable to a combination of factors, including a shortfall in
fourth quarter sales; expenses incurred to support higher levels of sales that
did not materialize; and additional costs and expenses for integrating
acquisitions, accelerating the growth of book clubs, and developing historical
channels of distribution.
We are continuing our re-engineering efforts aimed at reducing operating costs,
streamlining operating procedures, and renewing marketing strategies. Full-time
staffing levels have been reduced by approximately 14% from year-end levels, and
we continue to review our product lines and distribution channels for additional
cost savings. Our immediate objective is to return both business segments to
profitability.
For the long term, PAGES is focusing its resources and efforts on its primary
business segment - children's literature - and expanding its distribution
network with a renewed emphasis on book fairs. This commitment is a challenging
one. Competition in the book fair business in the United States and abroad has
increased sharply. However, we firmly believe we can be successful. Our book
fair business has been in existence for more than 20 years and is one of the
oldest and most respected in the industry. We provide our customers an excellent
book fair with exceptional product and service.
We have entered into several strategic alliances with major publishers of
children's literature, and we will commit to other such alliances when they are
of mutual benefit. We have acquired regional book fair providers, enterprises
serving the library and school markets, and businesses that are book-club based,
and we will continue to consummate similar transactions when they become
available and are of benefit to the Company. We completed an $8 million plus
common stock offering in the summer of 1994 and our bank lines of credit have
been renewed in 1995. Thus PAGES is postured for the competitive environment and
poised for future growth. Our renewed commitment to our primary business segment
should allow us to earn a respectable profit as we grow and enhance PAGES' value
to our stockholders.
We thank our stockholders, customers, distributors, suppliers and employees for
your continued loyalty and support.
Richard A. Stimmel, President
S. Robert Davis, Chairman
DIRECTORS:
S. Robert Davis, Chairman of the Board
Richard A. Stimmel, President
Charles R. Davis, Executive Vice President
Juan F. Sotos, M.D., Professor of Pediatrics at
the Ohio State University College of Medicine
and Chief of Endocrinology and Metabolism at
Children's Hospital, Columbus, Ohio
Robert J. Tierney, Ph.D., Professor of Education
at the Ohio State University
CORPORATE OFFICERS:
S. Robert Davis, Chairman
Richard A. Stimmel, President, Treasurer
Charles R. Davis, Executive Vice President, Secretary
Randall J. Asmo, Vice President
COMMITTEES OF THE BOARD:
Audit Committee - Juan F. Sotos, M.D.,
Robert J. Tierney, Ph.D., and S. Robert Davis
Compensation Committee - Juan F. Sotos, M.D.,
Robert J. Tierney, Ph.D., and Richard A. Stimmel
STOCK TRANSFER AGENT AND REGISTRAR:
The Huntington Trust Company, NA
Huntington Center
Columbus, Ohio 43287
(614) 480-3760
AUDITORS
Deloitte & Touche LLP
201 East Kennedy Boulevard
Suite 1200
Tampa, Florida 33602
DOMESTIC OFFICES:
PAGES, Inc.
Corporate Headquarters:
801 94th Avenue North
St. Petersburg, Florida 33702
Administrative Offices:
5720 Avery Road
Dublin, OH 43016
School Book Fairs, Inc.
Headquarters:
801 94th Avenue North
St. Petersburg, Florida 33702
Distribution Center:
6575 Huntley Road, Unit B
Worthington, Ohio 43229
C.A. Short Company
Headquarters and Distribution Center:
4205 East Dixon Boulevard
Shelby, North Carolina 28150
FOREIGN SUBSIDIARIES
AND DIVISIONS:
Canada
Great Owl Book Fairs
257 Finchdene Square, Unit 7
Scarborough, Ontario M1X 1B9
United Kingdom
School Book Fairs, Limited
5 Airspeed Road
Priory Industrial Park
Christchurch, Dorset BH23 4HD, England
FORM 10-K AVAILABLITY:
Stockholders may obtain, without charge, a copy of the Company's
Form 10-K report for the year ended December 31, 1994, except
that a reasonable fee may be imposed for copies of exhibits to
the Form 10-K. This document, filed annually with the Securities
and Exchange Commission, contains certain additional information.
For more information contact:
Director of Stockholder Relations
PAGES, Inc.
801 94th Avenue North
St. Petersburg, Florida 33702
(813) 578-3300
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 532,855
<SECURITIES> 0
<RECEIVABLES> 10,388,548
<ALLOWANCES> 457,000
<INVENTORY> 27,840,561
<CURRENT-ASSETS> 40,534,793
<PP&E> 10,699,063
<DEPRECIATION> 3,422,661
<TOTAL-ASSETS> 54,849,475
<CURRENT-LIABILITIES> 26,802,473
<BONDS> 17,373,403
0
0
<COMMON> 54,746
<OTHER-SE> 10,618,853
<TOTAL-LIABILITY-AND-EQUITY> 54,849,475
<SALES> 72,820,881
<TOTAL-REVENUES> 72,820,881
<CGS> 45,008,659
<TOTAL-COSTS> 45,008,659
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,217,580
<INCOME-PRETAX> (4,224,231)
<INCOME-TAX> 2,119,400
<INCOME-CONTINUING> (6,343,631)
<DISCONTINUED> (2,876,088)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (9,219,719)
<EPS-PRIMARY> (1.87)
<EPS-DILUTED> (1.87)
</TABLE>
