UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
________June 28, 1997__________
Date of Report (Date of earliest event reported)
____Golden Triangle Industries, Inc.____
(Exact name of registrant as specified in its charter)
______Colorado_____________ _______0-8301________ ____25-302097____
State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Id. No.)
8504 Sonoma Valley Dr. NE, Albuquerque, New Mexico 87122
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (505) 856-5075; fax
857-9993
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 28, 1997, Golden Triangle Industries, Inc. (GTII) sold the Amando
No. 1 salt water disposal well and all related fixtures and equipment to
TransTexas Gas Corporation (TransTexas) for the cash amount of
$786,100.00 This transaction was the result of TransTexas' exercising an
option which it held under GTII's original purchase of this facility in
1996. Under that original agreement, TransTexas had an option to
repurchase the facility at any time within five years.
On June 30, 1997, GTII purchased the 2881.8 acre Altair Ranch from Parker
Brothers & Co. Inc. for the amount of $1,096,100.00 (See Exhibit A) to be
paid in cash. The purchase includes all existing materials (See Exhibit
B) located on the land and approximately 90% of the mineral rights. GTII
intends to sell off existing land materials and develop storage
facilities for oil and gas equipment as well as pursue the possibility of
building salt water disposal facilities, which is the main source of
revenues for the Company.
Parker Brothers used the land as a source for dirt and gravel supplies
for its other businesses. GTII expects to continue this activity to some
extent while pursuing other oportunities which management believes the
land presents.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit A. Contract for purchase of land.
Exhibit B. Agreement as to products included in land purchase.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GOLDEN TRIANGLE INDUSTRIES, INC.
_July 9, 1997__ __/s/ Ivan Webb_________________
Date Ivan Webb, Chief Financial
Officer
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EXHIBIT A
FARM AND RANCH EARNEST MONEY CONTRACT
PROMULGATED BY THE TEXAS REAL ESTATE COMMISSION (TREC)
1. PARTIES: PARKER BROTHERS & CO. INC. (Seller) agrees to sell and
convey to GOLDEN TRIANGLE INDUSTRIES INC. Buyers and Buyer agrees to
buyfrom Seller the property described below.
2. PROPERTY: The land situated in COLORADO County Texas described as
follows:
2881.84 ACRES OF LAND OUT OF THE ROLAND THOMPSON SURVEY, A-548, JOHN
LOWE SURVEY, A-388 L.E. JONES SURVEY, A-354, B.B. B. & C. RR. CO
SURVEY, A-710, AND PUERTA TIERRA IRRIGATION COMPANY SURVEY, A-669,
COLORADO COUNTY, TEXAS, RECORDED IN VOL. 285, PAGE 354 OF THE DEED
RECORDS OF COLORADO COUNTY, TEXAS.
or as described on attached exhibit, together with all improvements
thereon and all rights, privileges and appurtenances pertaining thereto,
including but not limited to: water rights claims aud permits,
easements, all rights and obligations of applicable government programs
and cooperative or association memberships. Included with the sale are
the following items, if any: windmills and tanks, domestic water
systems, curtains and rods, draperies and rods, valances, blinds,
window shades, screens, shutters, awnings, wall-to-wall carpeting,
mirrors fixed in place, ceiling fans, attic fans, mail boxes,
television antennae and satellite dish with controls, permanently
installed heating and air conditioning units and equipment, window air
conditioning units, built-in security and fire detection equipment,
lighting and plumbing fixtures, water softener, built-in kitchen
equipment, garage door openers with controls, built-in cleaning
equipment, all swimming pool equipment, shrubbery, permanently
installed outdoor cooking equipment, built-in fireplace screens and all
other property owned by Seller and attached to the above described real
property.
The following crops and equipment are included:
The following property is not included: OLD DRAGLINE, PUMP AND MOTOR ON
IRRIGATION WELL
All property sold by this contract is called the "Property." The
Property shall be subject, however, to the following exceptions,
reservations, conditions and restrictions (if none, insert "none"):
A. Minerals, Royalties, and Timber Interests: "All except as listed
below in (1) 1)-2)"
(1) Presently outstanding in third parties:
1) SUBJECT TO A 17% NON PARTICIPATING ROYALTY INTEREST.
2) SUBJECT TO 100% MINERAL AND ROYALTY RESERVATION ON
APPROXIMATELY 150 ACRES BEING THE NORTHERLY PART OF THE B.B.B.
& CRR CO. SURVEY, ABSTRACT 725.
Purchase subject to Buyer's inspection of documentation concerning
the 17% non participating royalty interest and approval of the
terms of the contract.
(2) To be additionally retained by Seller:
NONE
B. Mineral Leases:
NONE
C. Surface Leases:
EXISTING HUNTING AND GRAZING LEASES WILL PASS ON TO BUYER ON CLOSING
AND BE PRORATED TO DATE OF CLOSING.
This offer will expire 5-30-97 5:00 PM unless acceptance is
delivered to the buyer by that time or buyer may elect to extend
this offer.
D. Easements:
Pipeline, Utility
E. Restrictions, Zoning Ordinances or other Exceptions:
None
F. In consideration of the non-refundable sum of $10.00 paid by Buyer
directly to Seller, independent of any Earnest Money required by
the contract, Buyer may terminate this contract by written notice
to Seller within 10 days after the receipt of the Commitment or
within 30 days after receipt of the Complete Abstract if any
exceptions, reservation, condition or restriction is unacceptable
to Buyer.
3. SALES PRICE:
A. Cash portion of the Sales Price payable by Buyer on closing
.......................................................$1,096,100.00
B. (1) Sum of all financing described in Paragraph 4...................
(2) Less : face amount of any lender required stock.................
(3) Difference between B(1) and B(2)................................
C. Sales Price (sum of A and B(3))........................$1,130,000.00
The Sales Price shall be adjusted based on the survey required by
Paragraph 6C, and the number of acres over or under 2881.8 acres
shall be multiplied by $0 per acre. The result thereof shall be
added to or subtracted from the Sales Price, and the cash amount
set out in 3A shall be adjusted accordingly: however, if the amount
set out in 3A is to be adjusted by more than 10%, either party may
terminate this contract and the Earnest Money shall be refunded to
Buyer.
4. FINANCING: The portion of the Sales Price not payable in cash shall be
paid as follows: (Check applicable boxes below)
[ ]A. ASSUMPTION:
[ ](1)Buyer shall assume the unpaid principal balance of a first
lien promissory note payable to ___________________________dated
___________________, which balance at closing will be $_________
(including the face amount of any lender required stock). Buyer's
initial payment shall be the first payment due after closing.
[ ](2)Buyer shall assume the unpaid principal balance of a second
lien promissory note payable to ___________________ dated
__________________, which balance at closing will be $__________
(including the face amount of any lender required stock). Buyer's
initial payment shall be the first payment due after closing.
If any assumed loan initially required the purchase of lender's
stock, the sale of the Property shall include such stock. Buyer's
assumption of an existing note includes all obligations imposed by
the deed of trust securing the note. If the unpaid principal
balance(s) of any assumed loan(s) as of the Closing Date varies
from the loan balance(s) stated above, the [ ]cash payable at
closing [ ]sales price shall be adjusted by the amount of any
variance; provided, if the total principal balance of all assumed
loans varies in an amount greater than $500.00 at closing, either
party may terminate this contract and the Earnest Money shall be
refunded to Buyer unless either party elects to eliminate the
excess in the variance by an appropriate adjustment at closing. If
the noteholder on assumption requires Buyer (a) to pay an
assumption fee in excess of $_____________ in A(1) above or $______
in A(2) above, and Seller declines to pay such excess or (b) and
increase in the interest rate to more than _______________% in A(1)
above or ______________% in A(2) above, or (c) any other
modification of the loan documents, Buyer may terminate this
contract and the Earnest Money shall be refunded to Buyer. A
vendor's lien and deed of trust to secure assumption shall be
required, which shall automatically be released on execution and
delivery of a release by noteholder. If Seller is released from
liability on any assumed note, the vendor's lein and deed of trust
to secure assumption shall not be required.
NOTICE TO BUYER: The payments, interest rates or other terms of some
loans may be adjusted by the lender at or after closing. If you are
concerned about the possibility of future adjustments, do not sign the
contract without examining the notes and deeds of trust.
NOTICE TO SELLER: Your liability to pay the note assumed by Buyer will
continue unless you obtain a release of liability from the lender. If
you are concerned about future liability, you should use the TREC
Release of Liability Addendum.
[ ] B. THIRD PARTY FINANCING:
[ ](1) A third party first lien note of $ N/A (including the face
amount of any lender required stock) payable at N/A intervals for
not less than N/A years with the initial interest rate not to
exceed N/A% per annum.
[ ](2) A third party second lien note of $ N/A (including the face
amount of any lender required stock) payable at N/A intervals for
not less than N/A years with the initial interest rate not to
exceed N/A% per annum.
[ ]C. SELLER FINANCING: A promissory note from Buyer to Seller of
$________ bearing _____% interest per annum, secured by vendor's
and deed of trust liens, in accordance with the terms and
conditions set forth in the attached TREC Seller Financing
Addendum. If an owner policy of title insurance is furnished,
Buyer shall furnish Seller with a mortgagee policy of title
insurance.
[ ]D. CREDIT APPROVAL ON ASSUMPTION OR SELLER FINANCING: Within ______
days after the effective date of this contract, Buyer shall deliver
to Seller [ ]credit report [ ]verification of employment, including
salary [ ]verification of funds on deposit in financial
institutions [ ]current financial statement to establish Buyer's
credit-worthiness for assumption approval or seller financing and
[ ]___________________________. If Buyer's documentation is not
delivered within the specified time, Seller may terminate this
contract by notice to Buyer within 5 days after expiration of the
time for delivery, and the Earnest Money shall be paid to Seller.
If this contract is not so terminated, Seller shall be deemed to
have accepted Buyer's credit. If the documentation is timely
delivered, and Seller determines in Seller's sole discretion that
Buyer's credit is unacceptable, Seller may terminate this contract
by notice to Buyer within 5 days after expiration of the time for
delivery and the Earnest Money shall be refunded to Buyer. If
Seller does not so terminate this contract, Seller shall be deemed
to have accepted Buyer's credit. Buyer hereby authorizes any
credit reporting agency to furnish to Seller at Buyer's sole
expense copies of Buyer's credit reports.
Within N/A days after the effective date of this contract Buyer shall
apply for all third party financing or noteholder's approval of any
assumption and shall make every reasonable effort to obtain financing
or assumption approval. Financing or assumption approval shall be
deemed to have been obtained when the lender has determined that Buyer
has satisfied all of lender's financial conditions (those items
relating to Buyer's ability to qualify for assumption approval or a
loan). If financing (including the face amount of any lender required
stock) or assumption approval is not obtained within N/A days after the
effective date hereof, this contract shall terminate and the Earnest
Money shall be refunded to Buyer. Each note to be executed hereunder
shall be secured by vendor's and deed of trust liens.
5. EARNEST MONEY: Buyer shall deposit $100,000.00 as Earnest Money with
COLORADO COUNTY ABSTRACT at COLUMBUS TX (Address), as Escrow Agent,
upon execution of this contract by both parties. If Buyer fails to
deposit the Earnest Money as required by this contract, Buyer shall be
in default.
6. TITLE POLICY, ABSTRACT AND SURVEY:
[X} A. TITLE POLICY: Seller shall furnish to Buyer at Seller's expense
an Owner Policy of Title Insurance (the Title Policy) issued
by COLORADO COUNTY ABSTRACT(the Title Company) in the amount
of the Sales Price, dated at or after closing, insuring Buyer
against loss under the provisions of the Title Policy, subject
only to the promulgated exclusions(including existing building
and zoning ordinances) and the following exceptions:
(1) The standard printed exception as to taxes for the current and
subsequent assessments for prior years due to changes in land
usage or ownership.
(2) Liens created or assumed as part of the financing described in
Paragraph 4.
(3) Those matters specifically described in Paragraph 2.
(4) The standard printed exception as to discrepancies, conflicts,
shortages in area or boundary lines, encroachments or
protrusions, or overlapping improvements.
(5) The standard printed exception as to marital rights.
(6) The standard printed exception as to waters, tidelands,
beaches, streams and related matters.
Within 20 days after the Title Company receives a copy of this contract
Seller shall furnish Buyer a commitment for Title Insurance (the
Commitment) and, at Buyer's expense, legible copies of recorded
documents evidencing title exceptions other than those described in
Items 6A(1) through (6) above. Seller authorizes the Title Company to
deliver the Commitment and related documents to buyer at Buyer's
address shown below. If the Commitment or Complete Abstract are not
delivered to Buyer within the specified time, the time for delivery
shall be automatically extended up to 15 days. Buyer shall have 10
days after the receipt of the Commitment required by this contract to
object in writing to matters disclosed in the Commitment other than
those matters described in Items 6A(1) through (6) above.
[ ]B. ABSTRACT OF TITLE: Within 30 days after the Abstract Company
receives a copy of this contract, Seller shall furnish to
Buyer at Seller's expense an Abstract of Title certified by
abstract company(a) from the sovereignty to the effective date
of this contract (Complete Abstract) and (b) supplemented to
the Closing Date (Supplemental Abstract). The Complete
Abstract and Supplemental Abstract shall be examined at
Buyer's expense by an attorney selected by Buyer. Buyer shall
have 30 days after the receipt of the Complete Abstract
required by the contract to object in writing to matters
disclosed in the Complete Abstract. However, matters
specifically described in Paragraph 2 shall not be recited as
objections to title.
[ ]C. SURVEY REQUIRED: (Check one box only)
[ ](1) Within _______ days after Buyer's receipt of a survey plat
furnished to a third-party lender at the expense of [ ]Buyer [ ]
Seller, Buyer may object in writing to any matter shown on the plat
which constitutes a defect or encumbrance to title.
[ ](2) Within _______ days after the effective date of this
contract, Buyer may object in writing to any matter which
constitutes a defect or encumbrance to title shown on a survey plat
obtained by Buyer at the expense of [ ] Buyer [ ] Seller.
The survey shall be made by a Registered Professional Land Surveyor
acceptable to the title company and any lender. The plat shall (a)
identify the Property by metes and bounds or platted lot
description; (b) show that the survey was made and staked on the
ground with corners permanently marked; (c) set forth the
dimensions and total area of the property; (d) show the location of
all improvements, highways, streets, roads, railroads, rivers,
creeks or other waterways, fences, easements and rights of way on
the Property with all easements and rights of way referenced to
their recording information; (e) show any discrepancies or
conflicts in boundaries, any visible encroachments, and any portion
or the Property lying within the 100 year floodplain as shown on
the current Federal Emergency Management Agency map' and (f)
contain the surveyor's certificate that the survey as shown by the
plat is true and correct.
[X](3) Within ________ days after the effective date of this
contract, Buyer may object in writing to any matter which
constitutes a defect or encumbrance to title shown on Seller's
existing survey plat of the Property dated ______________, 19____.
The plat [ ] shall [X] shall not be recertified to a date
subsequent to the effective date of this contract at the expense of
[ ] Buyer [X] Seller.
Utility easements created by the dedication deed and plat of the
subdivision in which the Property is located shall not be a basis
for objection.
Buyer's failure to object under 6A, 6B, or 6C within the time allowed
shall constitute a waiver of Buyer's right to object; except that the
requirements in Schedule C of the Commitment shall not be deemed to
have been waived. If objections are made by Buyer, or any third party
lender, Seller shall cure the objections within 20 days after the date
Seller receives them and the Closing Date shall be extended as
necessary. If objections are not cured by the extended Closing Date,
this contract shall terminate and the Earnest Money shall be refunded
to Buyer unless Buyer elects to waive the objections.
NOTICE TO SELLER AND BUYER:
(1) Broker advises Buyer to have an Abstract covering the Property
examined by an attorney of Buyer's selection, or Buyer should be
furnished with or obtain a Title Policy. If a Title Policy is
furnished, the Commitment should be promptly reviewed by an
attorney of Buyer's choice due to the time limitations on Buyer's
right to object.
(2) If the Property is situated in a utility or other statutorily
created district providing water, sewer, drainage, or flood control
facilities and services, Chapter 50 of the Texas Water Code
requires Seller to deliver and Buyer to sign the statutory notice
relating to the tax rate, bonded indebtedness, or standby fee of
the district prior to final execution of this contract.
(3) Eligibility for government farm program benefits may depend upon
compliance with a soil conservation plan for the Property. Buyer
is advised to determine whether the property is subject to and in
compliance with a plan before signing this contract.
(4) Buyer is advised that the presence of wetlands, toxic substances
including lead-based paint or asbestos and wastes or other
environmental hazards or the presence of a threatened or endangered
species or its habitat may affect Buyer's intended use of the
Property. If Buyer is concerned about these matters, an addendum
either promulgated by TREC or required by the parties should by
used.
(5) If the Property adjoins and shares a common boundary with the
tidally influenced submerged lands of the state, Section 33.135,
Texas Natural Resources Code, requires a notice regarding coastal
area property to be included in the contract. An addendum either
promulgated by TREC or required by the parties should be used.
7. PROPERTY CONDITION:
A. REQUIRED REPAIRS OR INSPECTIONS. (Check one box only):
[X](1) Buyer accepts the Property in its present condition. Buyer
shall pay for any repairs designated by a lender.
[ ](2) Buyer requires the completion of any repairs designated by a
lender and the following repairs: ___________________
[ ](3) Buyer requires the completion of any repairs designated by a
lender and any repairs designated by Buyer after an inspection
pursuant to the attached Property Condition Addendum. Buyer shall
pay for inspections, reinspections, reports and certificates.
B. PAYMENT FOR TREATMENT OR REPAIRS. Subject to the limitations set
out below, Seller shall pay for any treatment or repairs required
by the contract, any lender and nay Property Condition Addendum.
Seller is not obligated to pay more than $0.00 for treatment and
repairs resulting from termites and other wood destroying insects
or to pay more than $0.00 for all other repairs. Seller shall also
pay for turning utilities on for inspections and reinspections.
C. BUYER'S CHOICES. After Seller receives all inspection reports and
repair designations made by Buyer or any lender pursuant to 7A(2)
or 7A(3), Seller shall notify Buyer within 7 days (1) as to the
cost of all required treatment and repairs and (2) whether Seller
will pay the costs that exceed the amounts in 7B. If Seller
notifies Buyer that Seller will not pay the excess costs, Buyer may
(1) pay the excess costs (2) accept the Property with the costs of
treatment and repairs not to exceed the amounts in 7B (if permitted
by any lender), or (3) terminate this contract and the Earnest
Money shall be refunded to Buyer. Buyer shall notify Seller of
Buyer's choice within 5 days after the Buyer is notified Seller
will not pay the excess costs. If Seller does not notify Buyer,
Buyer shall notify Seller of Buyer's choice of the three alterna-
tives provided above within 12 days after Seller receives all
inspection reports and repair designations from Buyer and any
lender. If Buyer does not notify Seller of Buyer's choice within
the specified time, Buyer shall accept the Property repairs limited
to the amounts stated in 7B. If the total cost of required
treatment and repairs exceeds 5% of the Sales Price and Seller
agrees to pay the total cost, Buyer may (1) accept the Property
with all required treatment and repairs, or (2) terminate this
contract and the Earnest Money shall be refunded to Buyer. Buyer
shall notify seller of Buyer's choice within 5 days after Seller
notified Buyer that Seller will pay all costs of treatment and
repair. If Buyer does not notify Seller of Buyer's choice within
the specified time Buyer shall accept the Property with all
required treatment and repairs.
D. COMPLETION OF TREATMENT OR REPAIRS. Seller shall complete all
required or agreed treatment and repairs prior to the Closing Date.
If Seller fails to complete any required or agreed treatment or
repairs, Buyer may do so; Seller shall be liable for the cost up to
the maximum agreed amount which shall be deducted from the sales
proceeds or collected from Seller at closing if necessary. Buyer
may also exercise applicable remedies provided in Paragraph 15.
8. BROKER'S REPRESENTATION AND FEES: John Daugherty Realtors (Listing
Broker) represents [X] Seller only [ ] Seller and Buyer. Any other
broker represents:
[ ] Seller as Listing Broker's subagent; or
[X] Buyer only as Buyer's agent.
Seller shall pay Listing Broker: (check A or B)
[X] A. The fee specified by separate agreement between Listing Broker
and Seller; OR
[X] B. If there is no separate agreement, a total cash fee of either
$__________ or 6% of the total Sales Price in County of closing
County, Texas on closing of this sale, or on termination of this
contract except as permitted by its terms, or if the closing is
prevented by Seller's default. Upon Buyer's default, Escrow Agent
is authorized to pay Listing Broker one-half of any Earnest Money
which Seller receives under Paragraph 15, not to exceed the amount
of the cash fee.
9. CLOSING: The closing of the sale shall be on or before June 30,1997, or
within 7 days after objections to title have been cured, whichever date
is later (the Closing Date); however, if financing or assumption
approval has been obtained pursuant to Paragraph 4, the Closing Date
shall be extended up to 15 days only if necessary to comply with
lender's closing instructions (for example, survey, insurance policies,
property repairs, closing documents). If either party fails to close
this sale by the Closing Date, the non-defaulting party shall be
entitled to exercise the remedies contained in Paragraph 15. At
closing Seller shall furnish tax statements showing no delinquent
taxes, a Supplemental Abstract when applicable, and a General Warranty
Deed conveying good and indefeasible title showing no additional
exceptions to those permitted in Paragraph 6.
10. POSSESSION: Seller shall deliver possession of the Property to Buyer on
closing and funding in its present or repaired condition, subject to
the dollar limitations of Paragraph 7, ordinary wear and tear excepted.
Any possession by Buyer prior to closing or by Seller after closing
that is not authorized by a temporary lease form promulgated by TREC or
required by the Parties shall establish a landlord-tenant at sufferance
relationship between the Parties. Consult your insurance agent prior
to change of possession as coverage may be limited or terminated.
11. SPECIAL PROVISIONS: [Insert only factual statements and business details
applicable to this sale. A licensee shall not add to a promulgated
earnest money contract form factual statements or business details for
which a contract addendum, lease or other form has been promulgated by
TREC for mandatory use. 22 TAC Section 537.11(d).]
"Title to be conveyed by special warranty deed."
12. SALES EXPENSES: To be paid in cash at or prior to closing:
A. Appraisal fees shall be paid by N/A.
B. The total of the loan discount and buydown fees shall not exceed
N/A% of the loan of which Seller shall pay the first N/A% of the
loan and Buyer shall pay the remainder.
C. Seller's Expenses: Releases of existing liens, including prepayment
penalties and recording fees; release of Seller's loan liability;
tax statements or certificates; preparation of deed; one-half of
escrow fee; and other expenses stipulated to be paid by Seller
under other provisions of this contract.
D. Buyer's Expenses: Loan application, origination and commitment fees;
loan assumption costs; preparation and recording of deed of trust
to secure assumption; lender required expenses incident to new
loan(s): (for example, PMI premium, preparation of loan documents,
recording fees, tax service and research fees, warehouse or
underwriting fees, copies of restrictions and easements,
amortization schedule, premiums for mortgagee title policies and
endorsements required by lender, credit reports, photos); required
premiums for flood and hazard insurance; required reserve deposit
for insurance premiums and ad valorem taxes; interest on all
monthly installment payment notes from date of disbursements to one
month prior to dates of first monthly payments; one-half of escrow
fee; and other expenses stipulated to be paid by Buyer under other
provisions of this contract.
E. If any sales expense exceeds the amount stated in this contract to
be paid by either party, either party may terminate this contract
unless either party agrees to pay such excess. In no event shall
Buyer pay charges and fees expressly prohibited by government loan
program regulations.
13. PRORATIONS AND ROLLBACK TAXES:
A. PRORATIONS: Insurance (at Buyer's option) if a transfer is permitted
by the insurance carrier, interest on any assumed loan, current
taxes, and any rents shall be prorated through the Closing Date.
If the amount of ad valorem taxes for the year in which the sale is
closed is not available on the Closing Date, proration of taxes
shall be made on the basis of taxes assessed in the previous year.
B. ROLLBACK TAXES: If this sale or Buyer's use of the Property after
closing results in the assessment of additional taxes for periods
prior to closing, the additional taxes shall be the obligation of
Buyer. If Seller's change in use of the Property prior to closing
or denial of a special use valuation on the Property claimed by
Seller results in the assessment of additional taxes for periods
prior to closing, the additional taxes shall be the obligation of
Seller. Obligations imposed by this paragraph shall survive
closing.
14. CASUALTY LOSS: If any part of the Property is damaged or destroyed by
fire or other casualty loss, Seller shall restore the Property to its
previous condition as soon as reasonably possible, but in any event by
the Closing Date. If Seller is unable to do so without fault, Buyer
may either (a) terminate this contract and the Earnest Money shall be
refunded to Buyer (b) extend the time for performance up to 15 days and
the Closing Date shall be extended as necessary or (c) accept the
Property in its damaged condition and accept an assignment of insurance
proceeds. Provisions of the Texas Property Code to the contrary shall
not apply.
15. DEFAULT: If Buyer fails to comply with this contract, Buyer shall be in
default. Seller may either (a) enforce specific performance, seek such
other relief as may be provided by law, or both, or (b) terminate this
contract and receive the Earnest Money as liquidated damages, thereby
releasing the parties from this contract. If Seller is unable without
fault to make any non-casualty repairs or deliver the Commitment or the
Complete Abstract within the time allowed, Buyer may either terminate
this contract and receive the Earnest Money as the sole remedy or
extend the time for performance up to 15 days and the Closing Date
shall be extended as necessary. If Seller fails to comply herewith for
any other reason, Seller shall be in default and Buyer may either (a)
enforce specific performance, seek such other relief as may be provided
by law, or both, or (b) terminate this contract and receive the Earnest
Money, thereby releasing both parties from this contract.
16. ATTORNEY'S FEES: If Buyer, Seller, Listing Broker, Other Broker or
Escrow Agent is a prevailing party in any legal proceeding brought
under or with relation to this contract, such party shall be entitled
to recover from the non-prevailing parties all costs of such proceeding
and reasonable attorney's fees.
17. ESCROW: The Earnest Money is deposited with Escrow Agent with the
understanding that Escrow Agent is not (a) a party to this contract and
does not have any liability for the performance or non-performance of
any party to this contract, (b) liable for interest on the Earnest
Money or (c) liable for any loss of Earnest Money caused by the failure
of any financial institution in which the Earnest Money has been
deposited unless the financial institution is acting as Escrow Agent.
If either party makes demand for the payment of the Earnest Money,
Escrow Agent has the right to require from all parties and brokers a
written release of liability of Escrow Agent for disbursement of the
Earnest Money. Any refund or disbursement of Earnest Money under this
contract shall be reduced by the amount of unpaid expenses incurred on
behalf of the party receiving the Earnest Money, and Escrow Agent shall
pay the same to the creditors entitled thereto. At closing, the
Earnest Money shall be applied first to any cash down payment, then to
Buyer's closing costs and any excess refunded to Buyer. Demands and
notices required by this paragraph shall be in writing and delivered by
hand delivery or by certified mail, return receipt requested.
18. REPRESENTATIONS: Seller represents that as of the Closing Date (a) there
will be no liens, assessments, Uniform Commercial Code or other
security interests against the Property which will not be satisfied out
of the Sales Price unless securing payment of any loans assumed by
Buyer and (b) assumed loans will be without default. If any
representation in this contract is untrue on the Closing Date, this
contract may be terminated by Buyer and the Earnest Money shall be
refunded to Buyer. All representations contained in this contract and
an agreement for mediation shall survive closing.
19. NOTICES: All notices shall be in writing and effective when mailed to or
hand-delivered at the addresses shown below.
20. FEDERAL TAX REQUIREMENT: If Seller is a "foreign person", as defined by
applicable law, or if Seller fails to deliver an affidavit that Seller
is not a "foreign person", then Buyer shall withhold from the sales
proceeds and amount sufficient to comply with applicable tax law and
deliver the same to the Internal Revenue Service, together with
appropriate tax forms. Internal Revenue Service regulations require
filing written reports if cash in excess of specified amounts is
received in the transaction.
21. DISPUTE RESOLUTION: It is the policy of the State of Texas to encourage
the peaceable resolution of disputes through alternative dispute
resolution procedures. The parties are encouraged to use an addendum
approved by TREC to submit to mediation disputes which cannot be
resolved in good faith through discussion.
22. AGREEMENT OF PARTIES: This contract contains the entire agreement of the
parties and cannot be changed except by their written agreement.
Addenda which are a part of this contract are (list):
ADDENDUM "A"
23. CONSULT YOUR ATTORNEY: Brokers cannot give legal advice, This is
intended to be a legally binding contract. READ IT CAREFULLY. If you
do not understand the effect of this contract, consult your attorney
BEFORE signing.
Buyer's Attorney. ______________________________________
Seller's Attorney ______________________________________
EXECUTED in multiple originals the __30___day of ____June______, 1997 (The
Effective Date). (Broker: Fill in the date of final acceptance and the
parties' addresses)
/s/ Kenneth Owens C.E.O. /s/ Bob Ferris, President
Buyer: GOLDEN TRIANGLE INDUSTRIES, INC. Seller: PARKER BROTHERS & CO, INC.
8504 Sonoma Valley N.E.
Albuquerque, NM 505-856-5075
Buyer's Address Phone number
__________________________ 713-923-4070
Seller's Address Phone number
The form of this contract has been approved by the Texas
Real Estate Commission. Such approval relates to this
contract form only. No representation is made as to the
legal validity or adequacy of any provision in any
specific transaction. It is not suitable for complex
transactions. Extensive riders or additions are not to
be used. (10-93) TREC NO. 25-1. This form replaces TREC
NO. 25-0.
AGREEMENT BETWEEN BROKERS
Listing Broker agrees to pay MOUNTAIN MEADOW REALTY, Other Broker, a fee of
3% of the total sales price when the Listing Broker's fee is received.
Escrow Agent is authorized and directed to pay Other Broker from Listing
Broker's fee at closing.
MOUNTAIN MEADOW REALTY NMRL # 129131 JOHN DAUGHERTY REALTORS 0270095
Other Broker License No. Listing Broker License No.
By: ____ /s/ Deborah Essary____ By: ____/s/ Robert W. Fischer_____
DEBORAH ESSARY ROBERT W. FISCHER
715 CALIFORNIA ST. 100 HIGHWAY 290 WEST
505-835-0200 BRENHAM TX 77833
Other Broker's Address & Phone No. Listing Broker's Address & Phone No.
RECEIPT
Receipt of [ ] Contract and [ ] $___________ Earnest Money in the form of
___________ is acknowledged.
Escrow Agent: _____________________ By: __________________________________
Date: __________________, 19_______ __________________________________
Address
_________________________________
City Texas Zip Code
- ----------------------------------------------------------------------------
<PAGE>
EXHIBIT B
GENERAL CONTRACT - PRODUCTS
Agreement to be concluded on June 30, 1997, between Parker Brothers &
Co., Inc., of P.O. Box 107, Houston, Texas 77001 ("Seller"), and Golden
Triangle Industries, Inc., of P.O. Box 22010, Albuquerque, New Mexico
87154 ("Buyer"). This is to serve in consideration of the agreement to
purchase the Altair Ranch for the cash portion of the sales price of
$1,096,100.
1. ITEMS PURCHASED. For value received and other consideration, the
Seller agrees with the Buyer to provide the Buyer the following products
("Goods") in accordance with the terms and conditions of this Contract:
Description Quantity Unit Price Total Price
Barn (15,000 Square Feet) 1 $35,000.00 $35,000.00
Hunting Cabin / Storage House 1 $7,500.00 $7,500.00
Fencing (nine miles) & gates N/A $19,000.00 $19,000.00
Corrals (one), Windmill (one) &
Water wells (three) N/A $10,000.00 $10,000.00
Irrigation well (2000 gallon per
minute), electric service &
associated piping N/A $20,000.00 $20,000.00
Main water storage pit (10 acres)
& cat fish ponds (approximatly
20 acres) N/A $25,000.00 $25,000.00
Concrete culverts (square & round) N/A $20,000.00 $20,000.00
Main butler building, electric
crane, concrete pads, offices
and electric service N/A $65,000.00 $65,000.00
Truck scale, scale house, offices
and electric services N/A $25,000.00 $25,000.00
3-phase 12,000 volt power line
within ranch boundary N/A $60,000.00 $60,000.00
Transformers (8 sets of 12,000,
-440 volt), moveable platform
and/or poles N/A $22,000.00 $22,000.00
Sand & gravel equipement, shakers
and conveyers N/A $55,000.00 $55,000.00
Concrete wash pit / sand bend N/A $20,000.00 $20,000.00
Main lake (approximately 15 acres),
dams and overflow piping valves N/A $35,000.00 $35,000.00
Floating pump platforms, 11/2 mile
of 8 - 12 inch steel piping N/A $15,000.00 $15,000.00
400,000 cubic yards of sand/gravel
and topsoil ramped and ready for
resale @ $0.50 a cubic yard N/A $200,000.00 $200,000.00
___________
Total Price: $633,500.00
2. TITLE/RISK OF LOSS. Upon receipt of the cash portion of the sales
price of $1,096,100 from Buyer to Seller.
3. PAYMENT. Payment shall be made to Seller, P.O. Box 107, Houston ,
Texas 77001, on or before June 30, 1997.
If the Buyer should fail to make any of the payments set out in the above
schedule, the Seller at its option may treat the Buyer's failure to pay
as a material breach of this Contract, and may terminate this Contract
and/or seek legal remedies.
4. DELIVERY. Time is of the essence in the performance of this
Contract. Seller, on or before June 30, 1997, will make Goods available
to the Buyer at the Altair Ranch (approximately 45 minutes from
Houston, Texas).
5. WARRANTIES. Goods are sold on an "AS IS" basis.
6. CONFIDENTIALITY. Both parties acknowledge that during the course of
this Contract, each may obtain confidential information regarding the
other party's business. Both parties agree to treat all such information
and the terms of this Contract as confidential and to take all reasonable
precautions against disclosure of such information to unauthorized third
parties during and after the term of this Contract. Upon request by an
owner, all documents relating to the confidential information will be
returned to such owner.
7. AMENDMENT. This Contract may be modified or amended if the amendment
is made in writing and is signed by both parties.
8. SEVERABILITY. If any provision of this Contract shall be held to be
invalid or unenforceable for any reason, the remaining provisions shall
continue to be valid and enforceable. If a court finds that any
provision of this Contract is invalid or unenforceable, but that by
limiting such provision it would become valid and enforceable, then such
provision shall be deemed to be written, construed, and enforced as so
limited.
9. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce
any provision of this Contract shall not be construed as a waiver or
limitation of that party's right to subsequently enforce and compel
strict compliance with every provision of this Contract.
10. APPLICABLE LAW. This Contract shall be governed by the laws of the
State of Texas.
The parties have executed this Contract in Houston, Texas, the day and
year above written.
Buyer:
Golden Triangle Industries, Inc.
By: _/s/ Kenneth Owens__________________________________
Golden Triangle Industries, Inc.
Kenneth Owens (CEO / President)
Seller:
Parker Brothers & Co., Inc.
By: __/s/ Bob Ferris____________________________________
Parker Brothers & Co., Inc.
Bob Ferris (CEO) or Fred Herring (Chairman of the Board)
