<PAGE> 1
THIS DOCUMENT IS A COPY OF THE SCHEDULE 13D (AMENDMENT NO.6)
FILED ON MARCH 26, 1996 PURSUANT TO RULE 201 TEMPORARY HARDSHIP EXEMPTION
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 6)*
REGAL INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
75881910
-----------------------------------
(CUSIP Number)
Ira F. Levy, Esq.
Goins, Underkofler, Crawford & Langdon
1601 Elm Street, #3300, Dallas, TX 75201 (21) 969-5454
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 15, 1996
-----------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
EXHIBIT INDEX IS LOCATED ON PAGE 14 OF 26
Page 1 of 26
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 75881910 PAGE 2 OF 26 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HARLEQUIN INVESTMENT HOLDINGS LIMITED
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
N/A
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A; 00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
BRITISH VIRGIN ISLANDS
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7 SOLE VOTING POWER
NUMBER OF
-0-
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 12,452,000
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
12,452,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,452,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
N/A
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.02%
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14 TYPE OF REPORTING PERSON*
CO.
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE ATTESTATION.
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 75881910 PAGE 3 OF 26 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE GHL (SENIOR) PENSION FUND
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
N/A
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
N/A
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
-0-
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 12,452,000
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
12,452,000
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,452,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.02%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
EP
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE ATTESTATION.
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 75881910 PAGE 4 OF 26 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RICHARD N. GRAY
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
N/A
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
GUERNSEY, CHANNEL ISLANDS
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7 SOLE VOTING POWER
NUMBER OF
500,000
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 12,452,000
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
500,000
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
12,452,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0056%
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14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE ATTESTATION.
<PAGE> 5
SCHEDULE 13D
CUSIP NO. 75881910 PAGE 5 OF 26 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OVERSEAS TRUST COMPANY LIMITED
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
N/A
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
BRITISH VIRGIN ISLANDS
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7 SOLE VOTING POWER
NUMBER OF
-0-
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 12,452,000
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
12,452,000
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE ATTESTATION.
<PAGE> 6
SCHEDULE 13D
CUSIP NO. 75881910 PAGE 6 OF 26 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GUERNSEY HOLDINGS LIMITED
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
N/A
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
N/A
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
GUERNSEY, CHANNEL ISLANDS
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
-0-
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
N/A
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE ATTESTATION.
<PAGE> 7
ITEM 1. SECURITY AND ISSUER
This Amendment No. 6 to Schedule 13D amends and supplements this
statement on Schedule 13D filed on March 11, 1994 (the "SCHEDULE 13D") with the
Securities and Exchange Commission (the "COMMISSION"), Amendment No. 1 thereto
filed on March 28, 1994 with the Commission, Amendment No. 3 thereto filed on
May 17, 1994 with the Commission, Amendment No. 4 thereto filed on June 17,
1994 with the Commission, Amendment No. 5 thereto filed on February 9, 1995, by
Harlequin Investment Holdings Limited ("HARLEQUIN"), The GHL (Senior) Pension
Fund (the "GHL (SENIOR) PENSION FUND"), Richard N. Gray ("GRAY"), Overseas
Trust Company Limited ("OVERSEAS") and Guernsey Holdings Limited ("GUERNSEY")
(collectively, the "REPORTING PERSONS") which relates to the common stock, $.01
par value ("COMMON STOCK"), of Regal International, Inc. ("REGAL" or the
"ISSUER"), a Delaware corporation with its principal executive office at P. O.
Box 1237, Corsicana, Texas 75151.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 of Schedule 13D is hereby supplemented by adding the following:
In connection with a certain Stock Purchase Agreement, dated March 10,
1996, by and between Harlequin and China Strategic Holdings Limited ("CSH"),
Harlequin acquired a Stock Purchase Option (the "Option") to purchase up to 8.0
million shares of Common Stock. The exercise price for the Common Stock upon
exercise of the Option is $0.0302 per share. The Option is exercisable at any
time and from time to time and expires on March 31, 2001. If Harlequin
exercises all or any portion of the Option, it is anticipated that the funds
necessary for such exercise will come from operating capital of Harlequin. The
Stock Purchase Agreement is attached hereto as Exhibit 99-1 and the Stock
Purchase Option is attached hereto as Exhibit 99-2.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Schedule 13D is hereby amended by supplemented such Item
4 with the following:
The acquisition of the Stock Purchase Option was the result of a
commercial transaction. If Harlequin elects to convert the Stock Purchase
Option and acquires the shares of Common Stock in the future, the shares of
Common Stock will be acquired for investment purposes and not with a view
toward acquiring control of Regal.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
Item 5 of Schedule 13D is hereby supplemented by deleting the first
paragraph thereof and inserting the following:
Page 7 of 26
<PAGE> 8
The percentage set forth in this Item 5 reflecting the Reporting
Persons interest in the Common Stock is based on a total of 88,806,198 shares
of Common Stock outstanding at January 1, 1996. Assuming conversion of the
Stock Purchase Option, the Common Stock currently held by and to be acquired
(upon exercise of the Stock Purchase Option) by Harlequin, a wholly owned
subsidiary of the GHL (Senior) Pension Fund, represents approximately 14.02% of
the outstanding Common Stock. Gray and Overseas, as trustees of GHL (Senior)
Pension Fund, have the right to vote and direct the vote and to dispose or
direct the disposition of the Common Stock acquired by Harlequin.
Within the past sixty (60) days, neither Harlequin GHL (Senior)
Pension Fund, Richard N. Gray or Overseas Trust Company Limited have disposed
of any shares of Common Stock, except as described herein.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Item 6 of the Schedule 13D is hereby supplemented by adding the
material in Item 4 of this Amendment No. 6.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following documents are attached hereto and incorporated
herein by reference:
Exhibit 99-1 Stock Purchase Agreement
Exhibit 99-2 Stock Purchase Option
Exhibit 99-3 Joint Filing Agreement
Page 8 of 26
<PAGE> 9
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.*
DATED: March 25, 1996
HARLEQUIN INVESTMENT
HOLDINGS LIMITED
By: /s/ IRA F. LEVY
------------------------------
Ira F. Levy, Attorney-in-Fact
- --------------------
* Each of the undersigned Reporting Persons certifies only the
information stated herein regarding such Reporting Persons.
Page 9 of 26
<PAGE> 10
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.*
DATED: March 25, 1996
THE GHL (SENIOR) PENSION FUND
By: /s/ IRA F. LEVY
-----------------------------
Ira F. Levy, Attorney-in-Fact
- --------------------
* Each of the undersigned Reporting Persons certifies only the
information stated herein regarding such Reporting Persons.
Page 10 of 26
<PAGE> 11
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.*
DATED: March 25, 1996
RICHARD N. GRAY
By: /s/ IRA F. LEVY
--------------------------------
Ira F. Levy, Attorney-in-Fact
- --------------------
* Each of the undersigned Reporting Persons certifies only the
information stated herein regarding such Reporting Persons.
Page 11 of 26
<PAGE> 12
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.*
DATED: March 25, 1996
OVERSEAS TRUST COMPANY LIMITED
By: /s/ IRA F. LEVY
-----------------------------
Ira F. Levy, Attorney-in-Fact
- --------------------
* Each of the undersigned Reporting Persons certifies only the
information stated herein regarding such Reporting Persons.
Page 12 of 26
<PAGE> 13
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.*
DATED: March 25, 1996
GUERNSEY HOLDINGS LIMITED
By: /s/ IRA F. LEVY
--------------------------------
Ira F. Levy, Attorney-in-Fact
- --------------------
* Each of the undersigned Reporting Persons certifies only the
information stated herein regarding such Reporting Persons.
Page 13 of 26
<PAGE> 14
EXHIBIT INDEX
Exhibit 99-1 Stock Purchase Agreement
Exhibit 99-2 Stock Purchase Option
Exhibit 99-3 Joint Filing Agreement
Page 14 of 26
<PAGE> 1
EXHIBIT 99-1
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "AGREEMENT") is made this 8th day
of March, 1996, by and between, China Strategic Holdings Limited (the
"PURCHASER") and Harlequin Investment Holdings Limited (the 'SELLER").
RECITALS
The Seller owns 44,952,082 (54.22%) on a fully diluted basis, of the
issued and outstanding capital stock of Regal International, Inc., a Delaware
corporation (the "Company").
The Seller desires to sell, transfer and assign to the Purchaser, or
its nominee, and the Purchaser desires to purchase from the Seller 40,500,000
(48.85%) on a fully diluted basis, of the issued and outstanding capital stock
of the Company held by Seller (the "STOCK").
AGREEMENTS
In consideration of the premises and the mutual representations,
warranties and covenants and subject to the conditions herein contained, the
parties agree as follows:
ARTICLE I
PURCHASE AND SALE OF STOCK; CLOSING
Section 1.1 PURCHASE AND SALE OF STOCK. The Seller agrees to and
will sell, transfer, assign and deliver the Stock to the Purchaser at the
Closing (as hereinafter defined), free and clear of all liens, claims, and
encumbrances, and the Purchaser (in reliance upon the representations,
warranties and covenants of the Seller as set forth herein) will purchase the
Stock from the Seller pursuant to the terms and conditions provided herein.
Section 1.2 PURCHASE PRICE. As consideration for the Stock, the
Purchaser agrees to pay to the Seller, One Million Two Hundred Twenty-Three
Thousand Dollars ($1,223,000.00) and to deliver to the Seller a Stock Purchase
Option (herein so called) pursuant to the terms of which the Seller can
purchase from up to Eight Million (8,000,000) shares of the common stock of
the Company at an option price of $0.0302 per share (the "PURCHASE PRICE").
Section 1.3 TIME AND PLACE OF THE CLOSING. The closing of the
purchase and sale of the Stock (the "Closing") shall take place at the offices
of Goins, Underkofler, Crawford & Langdon, Thanksgiving Tower, Suite 3300, 1601
Elm Street, Dallas, Texas 75201 on March 11, 1996 at such time as the parties
shall agree (the "TIME OF CLOSING"); provided, however, that if any of the
conditions precedent to the Closing set forth in this Agreement have not been
satisfied or waived by said time, then the
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Stock Purchase Agreement - 1 -
Page 15 of 26
<PAGE> 2
Closing shall take place on a subsequent date mutually determined by the
Purchaser and the Seller, but in no event later than March 31 , 1996.
Section 1.4 PROCEDURE AT THE CLOSING. At the Closing, the
following steps will be taken by the parties and the completion of each step
shall be a further condition to the Closing:
(a) DELIVERY BY SELLER. The Seller shall execute, transfer and/or
deliver to the Purchaser (unless previously provided), the certificate(s)
representing the Stock, with duly endorsed stock power attached.
(b) DELIVERY BY PURCHASER. The Purchaser shall execute, transfer
and deliver to the Seller the following:
(i) U.S. Two Hundred Nine Thousand Three Hundred
Twenty-Eight Dollars (US $209,328) the cash portion Purchase Price in
immediately available funds;
(ii) U.S. Two Hundred Eleven Thousand Six Hundred
Seventy-Two Dollars ($211,672) by Purchaser's cancellation of a $200,000
promissory note, dated August 8, 1994, executed by Harlequin and payable to
Purchaser, together with accrued interest thereon;
(iii) U.S. Eight Hundred Thousand Dollars
($800,000) by Purchaser's cancellation of that certain $800,000 promissory
note, dated February 8, 1996, executed by Harlequin and payable to the order of
Purchaser; and
(iv) the Stock Purchase Option in substantially the same form as Exhibit A
attached hereto.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE SELLER
As of the date of this Agreement and as of the Time of the Closing,
the Seller represents, warrants and covenants to the Purchaser as follows:
Section 2.1 ORGANIZATION, POWER, AUTHORITY. The Seller is a
company duly organized, validly existing and in good standing under the laws of
the British Virgin Islands and has the corporate power and authority to carry
on its business as it is now being conducted.
Section 2.2 BINDING OBLIGATION; LEGALITY. This Agreement has
been duly executed and delivered by the Seller and is a valid and binding
obligation of the Seller, enforceable in accordance with its terms. Neither
the execution and delivery of this Agreement nor the consummation of the
transactions contemplated hereby will (i) conflict with or violate any law,
ordinance or regulation or any decree or other of any court or administrative
or other governmental body which is either applicable to, binding upon or
enforceable against the Seller; (ii) result in any breach of or default
- --------------------------------------------------------------------------------
Stock Purchase Agreement - 2 -
Page 16 of 26
<PAGE> 3
under any mortgage, contract, agreement, indenture, will, trust, or other
instrument which is either binding upon or enforceable against the Seller or
the Stock; or (iii) impair or in any way limit any governmental or official
license, approval, permit or authorization of the Seller.
Section 2.3 CAPITALIZATION.
(a) The authorized capital stock of the Company consists
of one hundred fifty million (150,000,000) shares of $0.01 par value common
stock, of which 81,806,198 shares are outstanding.
(b) The Seller is not a party to any agreement, written
or oral, creating any rights in respect of the Stock in any third person or
relating to the voting of the Stock.
(c) There are no existing warrants, options, stock
purchase agreements, redemption agreements, restrictions of any nature, calls
or rights to subscribe of any character relating to the capital stock of the
Company, nor are there any securities convertible into such stock, except for
options to purchase up to 1,100,000 shares of common stock pursuant to
outstanding stock option and a $13.5 million Convertible Note to Purchaser.
(d) The Stock represents 48.85% of the outstanding shares
of common stock of the Company on a fully diluted basis before conversion of
the Convertible Note.
Section 2.4 OWNERSHIP OF THE STOCK. The Seller has or at Closing
will have good and marketable title to the shares of the Stock, free and clear
of all title defects, liens, claims or other encumbrances of any kind or
character. The Stock is validly issued, fully paid and nonassessable.
Section 2.5 LITIGATION. There are no actions, suits, claims,
governmental investigations or arbitration proceedings pending or to the
knowledge of the Seller threatened against or affecting the Company, any of its
assets or the Stock and, to the best of the knowledge of the Seller, there is
no basis for any of the foregoing. There are no outstanding orders, decrees or
stipulations issued by any local, state or federal judiciary authority in any
proceeding to which the Company is or was a party or by which the Company is
bound.
Section 2.6 COMPLIANCE WITH LAWS. The Company has, to the best
knowledge of the Seller, operated will continue to operate through the Time of
Closing, legally and in compliance with all applicable laws, regulations,
permits, licenses and orders.
Section 2.7 TAXES. The Company (i) has duly and timely filed or
caused to be filed all federal, state, local and foreign tax returns
(including, without limitation, consolidated and/or combined tax returns)
required to be filed by it prior to the date of this Agreement which relate to
the Company or with respect to the Company are liable or otherwise in any way
subject, (ii) has paid or fully accrued for all taxes shown
- --------------------------------------------------------------------------------
Stock Purchase Agreement - 3 -
Page 17 of 26
<PAGE> 4
to be due and payable on such returns (which taxes are all the taxes due and
payable under the laws and regulations pursuant to which such returns were
filed) and (iii) has properly accrued for all such taxes accrued in respect of
the Company or the assets and properties of the Company for periods subsequent
to the periods covered by such returns. No deficiency in payment of taxes for
any period has been asserted by any taxing body and remains unsettled at the
date of this Agreement.
Section 2.8 ACCURACY OF INFORMATION FURNISHED. To the best
knowledge of the Seller, no representation, statement or information made or
furnished by the Seller to the Purchaser, including those contained in this
Agreement and the various any Exhibits attached hereto and the other
information and statements referred to herein and previously furnished by the
Seller to the Purchaser pursuant hereto, contains or shall contain any untrue
statement of a material fact or omits or shall omit any material fact necessary
to make the information contained therein and herein not misleading.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
As of the date of this Agreement and as of the Time of the Closing, the
Purchaser represents, warrants and covenants to the Seller as follows:
Section 3.1 ORGANIZATION, POWER AND AUTHORITY. The Purchaser is
a Company duly organized and validity existing under the laws of Hong Kong,
with full corporate power and authority to enter into this Agreement and
perform its obligations hereunder.
Section 3.2 DUE AUTHORIZATION; BINDING OBLIGATION. The
execution, delivery and performance of this Agreement and all other agreements
contemplated hereby and the consummation of the transactions contemplated
hereby have been duly authorized by all necessary corporate action on the part
of the Purchaser. This Agreement has been duly executed and delivered buy the
Purchaser and is a valid and binding obligation of the Purchaser enforceable in
accordance with its terms. Neither the execution and delivery of this
Agreement nor the consummation of the transactions contemplated hereby will (i)
conflict with or violate any law, ordinance or regulation or any decree or
order of any court or administrative or other governmental body which is either
applicable to, binding upon or enforceable against the Purchaser; (ii) result
in any breach of or default under any mortgage, contract, agreement, indenture,
will, trust, or other instrument which is either binding upon or enforceable
against the Purchaser; or (iii) impair or in any way limit any governmental or
official license, approval, permit or authorization of the Purchaser.
Section 3.4 GOVERNMENTAL APPROVALS. No order, permission,
consent, approval, license, authorization, registration, or validation of, or
filing with, or exemption by any governmental agency, commission, board, or
public authority is required to authorize, or is required in connection with,
the execution, delivery, or performance by the Purchaser of this Agreement, or
any other agreement or instrument to be executed or delivered by the Purchaser
herewith.
- --------------------------------------------------------------------------------
Stock Purchase Agreement - 4 -
Page 18 of 26
<PAGE> 5
Section 3.5 ACCURACY OF INFORMATION FURNISHED. To the best
knowledge of the Purchaser, no representation, statement or information made or
furnished by the Purchaser to the Seller, including those contained in this
Agreement and the other information and statements referred to herein and
previously furnished by the Purchaser to the Seller pursuant hereto, contains
or shall contain any untrue statement of a material fact or omits or shall omit
any material fact necessary to make the information contained therein and
herein not misleading.
Section 3.6 INVESTMENT REPRESENTATION. Purchaser understands
that the Stock being acquired by Purchaser pursuant to this Agreement has not
been registered under the Securities Act of 1933, as amended, and is being
transferred in reliance upon the exemption afforded by Sections 4(1) and 4(2)
thereof. Purchaser represents that (i) such Stock is being acquired for
investment and without any present view toward distribution thereof to any
other person, (ii) they will not sell or otherwise dispose of such Stock except
in compliance with the registration requirements or exemption provision under
the Securities Act of 1933, as amended, the rules and regulations thereunder,
and as otherwise set forth by the Securities and Exchange Commission, (iii)
they have knowledge and experience in financial and business matters, and (iv)
they have consulted with counsel, to the extent deemed necessary, as to all
matters covered by this Agreement and have not relied upon Seller for any
explanation of the application of the various federal or state securities laws
with regard to the acquisition of such Stock.
ARTICLE IV
ADDITIONAL AGREEMENTS OF THE SELLER
Section 4.1 CONDUCT OF BUSINESS PENDING THE CLOSING. Except with
the prior written consent of the Purchaser, between the date of this Agreement
and the Closing date, Seller will cause Company to refrain from:
(i) conducting the Company's business except in
the regular and ordinary course of business;
(ii) declaring or paying a dividend or make any
other distribution or payment in respect to its capital stock, and
from redeeming or otherwise acquiring any of its stock;
(iii) increasing the amount of compensation
currently paid to any officer, employee or agent;
(iv) making any significant expenditure to make
any contract, commitment or liability extending beyond thirty (30)
days;
(v) entering into any transaction except in the
ordinary course of business;
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Stock Purchase Agreement - 5 -
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<PAGE> 6
(vi) taking any action of any kind which would
cause any licenses or permits to be revoked; and
(vii) taking any action which would adversely
affect the business of the Company or the value of the stock.
Section 4.2 ACCESS TO THE SELLER'S PLANTS, PROPERTIES AND
RECORDS. From and after the execution and delivery of this Agreement, the
Seller will afford to the representatives of the Purchaser access, during
normal business hours and upon reasonable notice, to the Company's premises
sufficient to enable the Purchaser to inspect the books and records and
properties of the Company, and the Seller will furnish to such representatives
during such period all such information relating to the foregoing investigation
as the Purchaser may reasonably request.
Section 4.3 INDEMNIFICATION. The Seller agrees that it will
defend, indemnify and hold the Purchaser and its affiliates harmless from and
against all indemnifiable damages of the Purchaser. For this purpose,
"indemnifiable damages" of the Purchaser means the aggregate of all expenses,
losses, costs, deficiencies, liabilities and damages (including reasonable
attorneys' fees and court costs) incurred or suffered by the Purchaser, or any
of its directors, employees or affiliates, as a result of or in connection
with: (i) any inaccurate representation or warranty made by the Seller in or
pursuant to this Agreement; or (ii) any default in the performance of any of
the covenants or agreements made by the Seller in this Agreement.
Section 4.5 NON-DISCLOSURE. The Seller agrees not to disclose
any proprietary information pertaining to the Purchaser without the Purchaser's
written consent. The Seller and Purchaser shall not disclose any information
about the sale of the Stock and transaction contemplated herein without the
written consent of the other party, except as required by the laws, ordinances
or regulations which govern the parties.
Section 4.6 LIABILITY FOR EXPENSES. The Seller will share and
pay one-half (1/2) of all expenses incurred by it in connection with the
negotiation, execution and performance of this Agreement, whether or not the
transaction contemplated hereby is consummated, including the fees and expenses
of its counsel and auditors.
ARTICLE V
ADDITIONAL AGREEMENTS OF THE PURCHASER
Section 5.1 LIABILITY FOR EXPENSES. The Purchaser will share and
pay one-half (1/2) of all expenses incurred by it in connection with the
negotiation, execution and performance of this Agreement, whether or not the
transaction contemplated hereby is consummated, including the fees and expenses
of its counsel and auditors.
ARTICLE VI
CONDITIONS TO THE OBLIGATIONS OF THE PURCHASER
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Stock Purchase Agreement - 6 -
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<PAGE> 7
The obligations of the Purchaser to purchase the Stock shall be
subject to the fulfillment at or prior to the Time of Closing of each of the
following conditions:
Section 6.1 CLOSING CERTIFICATE. The representations and
warranties of the Seller contained in this Agreement and the Exhibits hereto
shall have been true and correct as of the date hereof, and they shall be true
and correct as of the Time of Closing. The Seller shall have performed and
complied with all of its obligations required by this Agreement to be performed
or complied with at or prior to the Time of Closing. The Seller shall have
delivered to the Purchaser a certificate in the dated as of the date of the
Closing, certifying that such representations and warranties are true and
correct and that all such obligations have been performed and complied with.
Section 6.2 RECEIPT OF NECESSARY CONSENTS. All necessary
consents or approvals of third parties, if any, to any of the transactions
contemplated hereby, the absence of which would adversely affect the
Purchaser's rights hereunder, shall have been obtained and evidenced by written
documentation satisfactory to the Purchaser.
Section 6.3 NO ADVERSE LITIGATION. There shall not be pending or
threatened any action or proceeding by or before any court or other
governmental body which shall seek to restrain, prohibit or invalidate the sale
of the Stock to the Purchaser or any other transaction contemplated hereby, or
which might materially affect the right and ability of the Company to conduct
its business as presently conducted and which, in the judgment of the
Purchaser, makes it inadvisable to proceed with the transaction contemplated
hereby.
ARTICLE VII
CONDITIONS TO OBLIGATIONS OF THE SELLER
The obligations of the Seller to sell the Stock to the Purchaser shall
be subject to the fulfillment at or prior to the Time of Closing of each of the
following conditions:
Section 7.1 CLOSING CERTIFICATE. The representations and
warranties of the Purchaser contained in this Agreement shall be true and
correct as of the Time of Closing. The Purchaser shall have performed and
complied with all of its obligations required by this Agreement to be performed
or complied with at or prior to the Time of Closing. The Purchaser shall have
delivered to the Seller a certificate dated as of the date of Closing,
certifying that such representations and warranties are true and correct and
that all such obligations have been performed and complied with.
Section 7.2 RECEIPT OF NECESSARY CONSENTS. All necessary
consents or approvals of third parties to any of the transactions contemplated
hereby, the absence of which would adversely affect the Seller's rights
hereunder, shall have been obtained and evidenced by written documentation
satisfactory to the Seller.
Section 7.3 STOCK PURCHASE OPTION. Simultaneously with the
Closing, Purchaser shall have delivered to Seller a Stock Purchase Option in
substantially the same form as Exhibit A granting Purchaser the option to
purchase 8,000,000 shares
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Stock Purchase Agreement - 7 -
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<PAGE> 8
of the Company's common stock $0.01 the value for $0.0302 per share. The Stock
Purchase Option shall expire five (5) years from the date of issuance.
VIII.
MISCELLANEOUS
Section 8.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All of
the respective representations and warranties of the parties to this Agreement
shall survive the consummation of the transactions contemplated hereby.
Section 8.2 EXECUTION OF FURTHER DOCUMENTS. From and after the
Time of Closing, upon the reasonable request of the Purchaser, the Seller shall
execute, acknowledge and deliver all such further documents as may be required
to convey and transfer to and vest in the Purchaser and protect its right,
title and interest in the Stock, and as may be appropriate otherwise to carry
out the transactions contemplated by this Agreement.
Section 8.3 BROKER'S COMMISSION. Each party hereto will
indemnify and hold harmless each other party from any commission, fee or claim
of any person, firm or Company employed or retained or claiming to be employed
or retained by the indemnifying party to bring about, or to represent it in,
the transactions contemplated hereby.
Section 8.4 AMENDMENT AND MODIFICATION. The parties hereto may
amend, modify and supplement this Agreement in such manner as may be agreed
upon by them in writing.
Section 8.5 BINDING EFFECT. This Agreement shall be binding upon
and ensure to the benefit of the parties hereto and their respective
successors, assigns, heirs and legal representatives
Section 8.6 ENTIRE AGREEMENT. This instrument and the Exhibits
attached hereto contain the entire agreement of the parties hereto with respect
to the purchase of the stock and the other transactions contemplated herein,
and supersede all prior understandings and agreements of the parties with
respect to the subject matter hereof. Any reference herein to this Agreement
shall be deemed to include the Exhibits attached hereto.
Section 8.7 HEADINGS. The descriptive headings in the Agreement
are inserted for convenience only and do not constitute a part of this
Agreement.
Section 8.8 EXECUTION IN COUNTERPARTS. This Agreement may be
executed in any number of counterparts, each of which shall be deemed an
original.
Section 8.9 NOTICES. Any notice, request, information or other
documents to be given hereunder to any of the parties by any other party shall
be in writing and hand delivered or sent by certified mail, postage prepaid, as
follows:
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Stock Purchase Agreement - 8 -
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<PAGE> 9
(a) if to the Seller, addressed to:
Harlequin Investment Holdings Limited
Noble House
Queens Road
St. Peter Port, Guernsey
(b) if to the Purchaser, addressed to:
China Strategic Holdings Limited
52F Bank of China Tower
1 Garden Road
Hong Kong
Any party may change the address to which notices hereunder are to be sent to
it by giving written notice of such change of address as herein provided.
Section 8.10 SEVERABILITY. If any provision of this Agreement is
determined to be illegal or unenforceable, such provision will be deemed
amended to the extent necessary to conform to applicable law, or if it cannot
be so amended without materially altering the intention of the parties, it will
be deemed stricken and the remainder of the Agreement will remain in full force
and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first above written.
SELLER:
HARLEQUIN INVESTMENT HOLDINGS,
LIMITED
by: /s/ RICHARD N. GRAY
-----------------------------
Richard N. Gray
PURCHASER:
CHINA STRATEGIC HOLDINGS LIMITED
by: /s/ MICO CHUNG
-----------------------------
its
-----------------------------
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Stock Purchase Agreement - 9 -
Page 23 of 26
<PAGE> 1
EXHIBIT 99-2
STOCK PURCHASE OPTION
This Agreement, dated effective March 10, 1996, is made between China
Strategic Holdings Limited (the "Corporation") and Harlequin Investment
Holdings Limited ("Optionee").
1. GRANT. Subject to the terms of this Agreement, the Corporation
grants to Optionee the right and option (the "Option") to purchase up to 8.0
million shares (the "Shares") of the common stock of the Corporation, par value
$0.01 each, at the purchase price of $0.0302 per Share.
2. EXERCISE. Subject to paragraph 4 hereof, the Option is exercisable
in whole or in part at any time before March 31, 2001. The Option shall be
exercisable only by Optionee's delivery to the Corporation of the Notice of
Exercise attached hereto as Exhibit I executed by Optionee, together with a
cashiers check payable to the Corporation in the amount of the purchase price
for the Shares as to which the Option is exercised. Unless terminated earlier
pursuant to paragraph 4, the Option shall terminate on March 31, 2001 and the
Notice of Exercise must be delivered to the Corporation before such date.
3. STOCK SPLIT, ETC. If the Corporation, by stock dividend, split,
reverse split, reclassification of shares, changes as a whole the outstanding
shares of its capital stock into a different number or class of shares, then;
(a) the number and class of shares so changed shall for
purposes of the Option replace the shares outstanding immediately prior to the
change; and
(b) the purchase price in effect, and the number of Shares
purchasable under the Option, immediately prior to the date upon which the
change becomes effective, shall be proportionately adjusted.
4. STATUS. The option shall not entitle Optionee to any voting rights
or other rights as a shareholder, or to any other rights whatsoever except
those rights specified herein. No dividends shall be payable or shall accrue on
the Option or on the Shares until and except to the extent the Option is
exercised.
5. OPTIONEE MATTERS. Optionee represents and warrants to and
covenants with the Corporation as follows:
(a) Optionee has such knowledge and experience in business and
investment matters that Optionee is capable of evaluating the merits and risks
of any decision by Optionee to exercise the Option.
(b) All Shares which Optionee acquires pursuant to the exercise
of the Option will be acquired for investment purposes only and not with a view
toward resale or distribution.
6. NOTICE. Any notice required or permitted to be given or delivered
hereunder shall be effective when hand delivered or, whether or not actually
received,
- 1 -
Page 24 of 26
<PAGE> 2
three days after being mailed by certified mail, return receipt requested, to
the party entitled to receive such notice at the address set forth on the
signatory page hereof. Each party may change its address for notice to the
other party.
7. ENTIRE AGREEMENT. Optionee represents and warrants that Optionee
is not relying on any representation, warranty or covenant from the Corporation
regarding the Corporation or the Option, including its treatment for federal
income tax purposes, except as may be expressly set forth herein or in any
other written instrument executed contemporaneously herewith. This written
document, together with any other written document executed contemporaneously
herewith, represents the final agreement of the parties with respect to the
subject matter of this agreement and may not be contradicted by evidence of
prior or contemporaneous oral agreements of the parties. There are no unwritten
oral agreements between the parties. All agreements between the Corporation and
Optionee relating to Optionee's performance of clinical services at hospital
emergency departments for the Corporation are not superseded hereby and shall
continue in effect.
8. FURTHER ASSURANCES. The parties shall execute such further
documents and take such other actions as may be necessary or appropriate to
further evidence or effectuate their agreement as set forth herein.
CHINA STRATEGIC HOLDINGS LIMITED
Address:
- ------------------
by: /s/ MICO CHUNG
- ------------------ ----------------------------------
HARLEQUIN INVESTMENT HOLDINGS
LIMITED
Address:
NOBLE HOUSE
- ------------------
QUEENS RD
- ------------------ by: /s/ RICHARD N. GRAY
SFP GUERNSEY ---------------------------------
Richard N. Gray
- 2 -
Page 25 of 26
<PAGE> 1
EXHIBIT 99-3
JOINT FILING AGREEMENT
The undersigned hereby agree that this Amendment No. 6 to
Schedule 13D is filed on behalf of each of them.
DATED: March 25, 1996
HARLEQUIN INVESTMENT
HOLDINGS LIMITED
By: /s/ IRA F. LEVY
-------------------------------
Ira F. Levy, Attorney-in-Fact
THE GHL (SENIOR) PENSION FUND
By: /s/ IRA F. LEVY
------------------------------
Ira F. Levy, Attorney-in-Fact
RICHARD H. GRAY
By: /s/ IRA F. LEVY
-------------------------------
Ira F. Levy, Attorney-in-Fact
OVERSEAS TRUST COMPANY LIMITED
By: /s/ IRA F. LEVY
-------------------------------
Ira F. Levy, Attorney-in-Fact
GUERNSEY HOLDINGS LIMITED
By: /s/ IRA F. LEVY
------------------------------
Ira F. Levy, Attorney-in-Fact
Page 26 of 26
