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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
INTERNATIONAL LEISURE HOSTS, LTD.
(Name of Issuer)
COMMON STOCK
(Title of Class of Security)
459759106
--------------
(CUSIP Number)
ROBERT L. WALKER WITH A COPY TO:
3207 EAST HARDY STREET JAMES R. WALKER, ESQ.
TEMPE, ARIZONA 85252 1200 17TH STREET, SUITE 3000
(602) 829-7600 DENVER, CO 80202
(303) 623-9000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
SEPTEMBER 30, 1997
(Date of Event which Requires Filing of this Statement)
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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 13-d-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 13-d-1(a) for other parties to whom copies are
to be sent.
(1) 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).
Page 1 of 5
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SCHEDULE 13D
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CUSIP No. 459759106 PAGE 2 OF 6 PAGES
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1 NAME OF REPORTING PERSON; S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ROBERT L. WALKER; ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS* OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION ARIZONA
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NUMBER OF
SHARES 7 SOLE VOTING POWER 67,381
BENEFICIALLY -------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH -------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER 67,381
PERSON -------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER 404,2881
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PARTY 471,699
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 67.92%
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14 TYPE OF REPORTING PERSON* IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
This statement on Schedule 13D is filed on behalf of Robert L. Walker,
an individual resident of the State of Arizona (the "Reporting Person")
relating to transactions in the $.01 par value common stock issued by
International Leisure Hosts, Ltd., a Wyoming corporation (the "Issuer").
ITEM 1. SECURITY AND ISSUER:
Security: Common Stock, $.01 par value
Issuer: International Leisure Hosts, Ltd.
1702 East Highland, Suite 312
Phoenix, Arizona 85016
ITEM 2. IDENTITY AND BACKGROUND.
The identity and background of the Reporting Person is as follows:
(1) The Reporting Person is Robert L. Walker, an individual and a
resident of the State of Arizona. Mr. Walker's business office is located at
3207 East Hardy Street, Tempe, Arizona 85282. During the last five years,
the Reporting Person has not been either (i) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), or (ii)
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction that resulted in a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, Federal or State securities laws or finding any violation with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Reporting Person has used personal funds to acquire 67,381 shares of
the Issuer's common stock for the sum of $500,000. In addition, the
Reporting Person has conditionally agreed to use personal funds (up to an
aggregate amount of $3,000,000) to acquire an additional 404,288 shares of
the Issuer's common stock. If this acquisition is consummated, the
Reporting Person would own 471,699 shares of the Issuer's common stock.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person intends to hold the shares of Issuer's common stock
for investment purposes, and not for the purpose of acquiring control of the
Issuer. The Reporting Person intends to acquire additional shares of the
Issuer's common stock from time to time, provided such acquisition is
economical in the discretion of the Reporting Person based on the price of
such shares.
The Reporting Person has been named as President of the Issuer. The
Reporting Person has no plans or proposals which relate to or would result
in: (a) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries; (b) a sale or transfer of a material amount of assets of the
Issuer or of any of its subsidiaries; (c) any change in the present board of
directors of the Issuer, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies on the Board of
the Issuer; (d) any material change in the present capitalization or dividend
policy of the Issuer; (e) any other material change in the Issuer's business
or corporate structure; (f) changes in the charter, bylaws or instruments
corresponding thereto of the Issuer, or other actions which may impede the
acquisition of control of the Issuer by any person; (g) causing a class of
securities of the Issuer to be delisted from a national securities exchange
or to cease to be authorized to be quoted in an inter-dealer quotation system
of a registered national securities association; (h) a class of equity
securities of the Issuer becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Act; or (i) any action similar to any of
those enumerated above.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(The number of issued and outstanding shares of the Issuer's common
stock upon which the various percentages set forth in this statement on
Schedule 13D are based does not include any outstanding securities
convertible into the Issuer's common stock or any shares of common stock of
the Issuer subject to outstanding options.)
(a) and (b) On September 30, 1997, the Reporting Person has acquired
67,381 shares of the Issuer's common stock and is the beneficial owner of
these shares. These shares represent 9.70% of approximately 694,577 shares
of the Issuer's common stock issued and outstanding as of September 30, 1997.
In addition, on this date, the Reporting Person contingently agreed to
acquire 404,288 shares of the Issuer's common stock, or 58.20 percent of
approximately 694,577 shares of the Issuer's common stock issued and
outstanding as of September 27, 1997. After a closing of this second
acquisition, under the terms and conditions contained in the Stock Purchase
Agreement, the Reporting Person will have the sole power to vote or to direct
the voting of all of these shares of common stock reported as owned
beneficially by him.
(c) On September30, 1997, the Reporting Person commenced acquiring
shares of the Issuer's common stock, and on this date the Reporting Person
became the beneficial owner of five percent or more of the Issuer's
outstanding common stock. Following is a list of the Reporting Person's
acquisitions of the Issuer's common stock on a consolidated basis, including
the date, number of shares and total cost:
<TABLE>
<CAPTION>
Shares Sold Shares Sold on Closing of
Sellers September 30, 1997 Stock Purchase Agreement Shares in Total
Number of Total Number of Total Number of Total
Shares Price Shares Price Shares Price
<S> <C> <C> <C> <C> <C> <C>
Anthony J. Nicoli Trust 714 $ 5,298 4,286 $ 31,804 5,000 $ 37,102
1978 Nicoli Children's Trust 15,006 $111,352 90,036 $ 668,108 105,042 $ 779,460
A. J. Nicoli Charitable Foundation 13,291 $ 98,626 79,743 $ 591,729 93,034 $ 690,355
1974 Nicoli Children's Trust (Joseph Nicoli) 5,574 $ 41,362 33,447 $ 248,192 39,021 $ 289,554
1974 Nicoli Children's Trust (Susan Walker) 5,574 $ 41,362 33,447 $ 248,192 39,021 $ 289,554
1974 Nicoli Children's Trust (Toni Jo Nicoli) 5,575 $ 41,369 33,447 $ 248,192 39,022 $ 289,561
Jennifer J. Fisher Trust 8,786 $ 65,196 52,714 $ 391,162 61,500 $ 456,358
Jennifer J. Walker Trust 5,002 $ 37,117 30,012 $ 222,703 35,014 $ 259,820
Shawn D. Walker Trust 7,859 $ 58,318 47,156 $ 349,918 55,015 $ 408,236
TOTALS 67,411 $500,000 404,288 3,000,000 471,669 $3,500,000
</TABLE>
(d) and (e) N/A
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The Reporting Person has entered into an agreement ("Stock Purchase
Agreement"). Pursuant to the terms of the Stock Purchase Agreement, the
Reporting Person acquired and conditionally agreed to acquire certain shares
of the Issuer's common stock. As set forth in the Stock Purchase Agreement,
the Reporting Person's purchase of 404,288 shares of the Issuer's common
stock is contingent upon the fulfillment (or waiver) of several conditions
including (a) the Issuer's consummation of amendment to the Issuer's
Concession Contract with the United States, Department of the Interior,
National Park Service ("Park Service"), (b) approval of the Park Service of
the actions set forth in the Stock Purchase Agreement, (c) employment of Mr.
Walker and Mr. Michael P. Perikly as officers of the Issuer, and (d) certain
other conditions.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Stock Purchase Agreement.
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SCHEDULE 13D
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Date: October 7, 1997
ROBERT L. WALKER
By: /s/ Robert L. Walker
-------------------------------
Name: Robert L. Walker
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Page 5 of 5
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EXHIBIT TO SCHEDULE 13D
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement ("Agreement") is entered into between
and among William S. Levine and F. Ray Evarts, Co-Trustees of the Anthony J.
Nicoli Trust dated August 25, 1992, the 1978 Nicoli Children's Trust dated
November 3, 1978, the A. J. Nicoli Charitable Trust dated September 11, 1968,
the 1974 Nicoli Children's Trust dated December 12, 1974, the Jennifer J.
Fisher Stock Trust dated December 27, 1976, the Jennifer J. Walker Trust
dated December 31, 1972, and the Shawn D. Walker Trust dated December 31,
1992 ("Sellers") and Robert L. Walker ("Purchaser").
RECITALS:
A. Purchaser is an individual and resident of the State of Arizona.
B. Sellers own in the aggregate 471,669 outstanding common shares (the
"Shares") of International Leisure Hosts, Ltd., a Wyoming corporation (the
"Company"). The Company is a reporting company under the Securities and
Exchange Act of 1934 and its shares are traded in the over the counter market
on the NASDAQ Bulletin Board under the symbol "ILHL."
C. Purchaser desires to acquire and Sellers desire to sell the Shares
on the terms and conditions set forth below.
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NOW, THEREFORE, in consideration of the foregoing recitals and the
covenants contained in this Agreement, the parties agree as follows:
1. PURCHASE OF SHARES. Sellers agree to and concurrently herewith have
sold and delivered to Purchaser one or more share certificates representing
in the aggregate 67,381 Shares endorsed in favor of Purchaser or accompanied
by one or more fully executed stock powers in favor of Purchaser, free and
clear of all liens and encumbrances, and Purchaser agrees to and hereby has
concurrently purchased from each of the Sellers the number of Shares set
forth opposite each such Sellers name on Column 1 of Schedule A hereto for
the price for such Shares set forth on such Schedule representing an
aggregate purchase price of $500,000, and Sellers acknowledge receipt of such
purchase price. At the Closing (as defined below), each of the Sellers shall
sell to Purchaser and Purchaser shall purchase from each of the Sellers, the
number of Shares set forth opposite such Seller's name on Column 2 of
Schedule A hereto, for the price for such Shares set forth on such Schedule,
representing an aggregate additional purchase price of $3,000,000 (the
"Additional Purchase Price").
2. PAYMENT TERMS. The Additional Purchase Price shall be payable at
the Closing in the form of a wire transfer of funds to the account of the
several Sellers made in accordance with written wiring instructions to be
provided to Purchaser by Sellers at or prior to the Closing.
3. THE CLOSING. The Closing of the transaction contemplated by this
Agreement (the "Closing") shall be held at the offices of PNI, Inc., 3207
South Hardy Drive, Tempe, Arizona 85282, ten business days after the
conditions set forth in Sections 4 and 5 shall have been fulfilled, or at
such other place and time as shall be agreed upon in writing by the parties.
At the Closing, Sellers and Purchaser shall each deliver the following:
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3.1 Sellers shall deliver:
3.1.1 One or more share certificates representing in the
aggregate 404,288 Shares endorsed in favor of Purchaser or accompanied by one
or more fully executed stock powers in favor of Purchaser free and clear of
all liens and encumbrances; and
3.1.2 Evidence reasonably satisfactory to Purchaser that all
conditions precedent to Purchaser's obligations hereunder have been fulfilled.
3.2 Purchaser shall deliver:
3.2.1 Upon receipt of the Shares in accordance with Section
3.1.1 hereof, cash in the amount of the Additional Purchase Price, in
accordance with Sections 1 and 2 hereof.
3.2.2 Evidence reasonably satisfactory to Sellers that all
conditions precedent to Sellers' obligations hereunder have been fulfilled.
4. CONDITIONS PRECEDENT TO SELLERS' OBLIGATIONS. All obligations of
Sellers hereunder are subject, unless waived by Sellers, to the fulfillment
of each of the following conditions at or prior to the Closing, and Purchaser
shall exert best efforts to cause each such conditions to be so fulfilled;
4.1 All representations and warranties of Purchaser shall be true
and correct in all materials respects when made and shall be deemed to have
been made again at and as of the date of the Closing.
4.2 All covenants, agreements and obligations required by the terms
of this Agreement to be performed by Purchaser at or before the Closing shall
have been duly and properly performed in all material respects.
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4.3 Purchaser shall have complied with all applicable state and
federal securities laws relating to the consummation of the transaction
contemplated by this Agreement.
4.4 The Company shall have reached a written agreement with the
United States Department of the Interior, National Park Service, amending
Exhibit E of the Concession Contract (Contract CC-JODR002-92 Execute) and
such amendment shall be mutually agreeable to both Seller and Purchaser.
4.5 The Sellers shall have received approval of the United States
Department of the Interior, National Park Service, of the actions called for
in this Agreement including the conveyance of the Shares from the Sellers to
the Purchaser as called for in Section 13 of the Concession Contract.
5. CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATIONS. All obligations of
Purchaser hereunder are subject, unless waived by Purchaser, to the
fulfillment of each of the following conditions at or prior to the Closing,
and Sellers shall use their best efforts to cause each such condition to be
so fulfilled:
5.1 All representations and warranties of Sellers contained herein
or in any document delivered pursuant hereto shall be true and correct in all
material respects when made and shall have been deemed to have been made
again at and as of the date of the Closing.
5.2 All covenants, agreements and obligations required by the terms
of this Agreement to be performed Sellers at or before the Closing shall have
been duly and properly performed in all material respects.
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5.3 The Company shall have reached a written agreement with the
United States Department of the Interior, National Park Service, amending
Exhibit E of the Concession Contract (Contract CC-JODR002-92 Execute) and
such amendment shall be mutually agreeable to both Sellers and Purchaser.
5.4 The Sellers shall have received approval of the United States
Department of the Interior, National Park Service, of the actions called for
in this Agreement including the conveyance of the Shares from the Sellers to
the Purchaser as called for in Section 13 of the Concession Contract.
5.5 The Company's Board of Directors shall employ Robert L. Walker
as the Company's President and Michael P. Perikly as the Company's Treasurer
and such individuals shall continue to serve as such corporate officers from
the date of this Agreement until Closing, provided, however, that without
prior consultation with and the agreement of William Levine and F. Ray Evarts
or their designee, neither of Messrs Walker or Perikly shall take any action
relating to: capital improvements involving, with respect to any one project,
in excess of $25,000; any matter relating to the amendment, interpretation or
enforcement of the Company's license from the National Park Service; the
hiring or firing of any key supervisor; or any matter not in the ordinary
course of business of the Company which could have a material adverse effect
on its operations if the transaction contemplated hereby is not consummated.
5.6 Since the execution date and prior to the Closing of this
Agreement, there shall have been no material changes in federal, state or
local law nor litigation that adversely impacts the financial condition of
the Company.
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5.7 Seller and Company shall have complied with all applicable
state and federal securities laws relating to the consummation of the
transaction contemplated by this Agreement.
6. REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER.
Purchaser represents, warrants and covenants to Sellers as follows:
6.1 Purchaser has all necessary power and authority to enter into
this Agreement and to consummate the transactions contemplated by this
Agreement.
6.2 Purchaser is acquiring the Shares for investment and not with a
view to, or for resale in connection with, any distribution.
6.3 Purchaser shall comply with all applicable state and federal
securities laws relating to the transaction contemplated by this Agreement.
7. REPRESENTATIONS, WARRANTIES AND COVENANTS BY SELLERS. Sellers
severally represent and warrant to Purchaser as follows:
7.1 The Sellers, as Trustees of each of the several Trusts, hold
legal title to the respective number of Shares set forth opposite such
Seller's names as such Trustees in Schedule A hereto.
7.2 Sellers are duly appointed as Co-Trustees of the Trusts
referenced above and possess the right, power, legal capacity and authority
to enter into and perform their obligations under this Agreement and that the
execution, delivery and performance of this Agreement and all documents to be
executed pursuant hereto by Sellers as of the Closing will be duly authorized
by the Probate Court of Maricopa County, Arizona, if necessary, except for
the approval of the United States Park Service, National Park Service, if
required, no approval or consent of any person other than Sellers will be
necessary in connection
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therewith. Subject to such approval, this Agreement and all documents
executed by Sellers pursuant hereto shall be legal, valid and binding
obligations of each such Seller fully enforceable against such Seller in
accordance with their respective terms, provided, however, that in the event
that the sale contemplated hereby is consummated, the liability of the
Sellers as Trustees of any individual Trust shall be limited to the amount of
the Purchase Price received by such Trust.
7.3 NO BREACH. The execution, delivery and performance of this
Agreement by Sellers will not constitute a breach of, or constitute a default
(or event which, with or without notice or lapse of time would constitute a
default by Sellers) under any contract or agreement to which Sellers are a
party or by which any of the trusts or their property are bound, except for
such defaults or breaches as shall not in the aggregate have a materially
adverse effect upon Purchaser or deprive Purchaser of the benefit of his
bargain hereunder.
7.4 Sellers have all necessary power and authority to enter into
this Agreement and to consummate the transactions contemplated by this
Agreement.
7.5 Sellers shall comply with all applicable state and federal
securities laws relating to the transaction contemplated by this Agreement.
7.6 That attached hereto as Schedule B is a complete list of the
material contracts of the Company.
8. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and
warranties of the parties shall survive the execution and delivery of this
Agreement and the Closing for a period of one year.
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9. TERMINATION. The Agreement shall be terminated without liability
on the part of any party hereto if any of the conditions specified in
Sections 4.4, 4.5, 5.3 and 5.4 shall not be satisfied by March 31, 1998,
unless such date shall be extended by the agreement of the parties.
Purchaser shall have the option, in the event of termination, for a period of
two years from the date of termination, to include the Shares purchased under
Section 1 hereof with the later sale of any Shares owned by Seller.
10. SUCCESSORS. This Agreement shall inure to the benefit of the
parties hereto and their respective heirs, successors and assigns.
11. SOPHISTICATED INVESTOR. The Purchaser acknowledges that he is a
sophisticated investor, experienced in purchasing businesses and real
properties, and that he has recently several times visited the Flagg Ranch in
Jackson Hole, Wyoming, the Company's principal asset; has met several times
with the officers of the Company and the Sellers and has had an opportunity
to question, and has questioned, them with respect of the business and
financial condition of the Company; has had an opportunity to examine and has
reviewed the books of the Company and the material contracts listed on
Schedule B hereto, and is satisfied with such contracts; has received and
reviewed the reports filed by the Company with the Securities and Exchange
Commission and the Company's recent annual reports; has met with
representatives of the National Park Service and has received copies of the
Company's contract with the National Park Service dated October 30, 1989, a
letter to the Company from the National Park Service, dated July 30, 1997 and
Exhibit E thereto, and of other correspondence with the Park Service and,
accordingly, acknowledges that in effecting the transaction contemplated
hereby he is not relying on estimated financial results, schedules or
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other financial information supplied to him as part of the Flagg Ranch
Village Summary of Operations Package dated March 19, 1997.
12. ENTIRE UNDERSTANDING. This Agreement, along with any instrument or
writing referred to herein, or any document executed in connection with the
consummation of the transaction contemplated hereby, constitutes the entire
understanding of the parties hereto, each of whom as been represented by
competent legal counsel, and have been bargained for and are negotiated
agreements that set forth the entire agreement with respect to the terms
thereof and there are no oral or written statements, representations,
agreements or understandings that modify, amend or vary, or purport to
modify, amend or vary any of the terms of this Agreement or any instrument or
writing referred to herein.
13. WAIVER AND AMENDMENT. No waiver or amendment of any of the terms
and conditions of this Agreement shall be binding or effective for any
purpose unless contained in a writing signed by each of the parties to this
Agreement.
14. GOVERNING LAW. This Agreement shall be construed in accordance with
and governed by the laws of the State of Arizona.
15. HEADINGS. The section headings in this Agreement are intended for
convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
16. FURTHER ASSURANCES. The parties agree (a) to furnish upon request
to each other such further information, (b) to execute and deliver to the
other parties such other documents, and (c) to do such other acts, things,
all as any other party may reasonably request for the purpose of carrying out
the intent of this Agreement and the documents referred to in this Agreement.
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<PAGE>
DATED: September 23, 1997.
SELLERS
ANTHONY J. NICOLI TRUST
By /s/ WILLIAM S. LEVINE
------------------------------------------------
William S. Levine, Co-Trustee
By /s/ F. Ray Evarts
------------------------------------------------
F. Ray Evarts, Co-Trustee
1978 NICOLI CHILDREN'S TRUST
By /s/ William S. Levine
------------------------------------------------
William S. Levine, Co-Trustee
By /s/ F. Ray Evarts
------------------------------------------------
F. Ray Evarts, Co-Trustee
A. J. NICOLI CHARITABLE TRUST
By /s/ William S. Levine
------------------------------------------------
William S. Levine, Co-Trustee
By /s/ F. Ray Evarts
------------------------------------------------
F. Ray Evarts, Co-Trustee
1974 NICOLI CHILDREN'S TRUST
By /s/ William S. Levine
------------------------------------------------
William S. Levine, Co-Trustee
By /s/ F. Ray Evarts
------------------------------------------------
F. Ray Evarts, Co-Trustee
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<PAGE>
JENNIFER J. FISHER STOCK TRUST
By /s/ William S. Levine
------------------------------------------------
William S. Levine, Co-Trustee
By /s/ F. Ray Evarts
------------------------------------------------
F. Ray Evarts, Co-Trustee
JENNIFER J. WALKER TRUST
By /s/ William S. Levine
------------------------------------------------
William S. Levine, Co-Trustee
By /s/ F. Ray Evarts
------------------------------------------------
F. Ray Evarts, Co-Trustee
SHAWN D. WALKER TRUST
By /s/ William S. Levine
------------------------------------------------
William S. Levine, Co-Trustee
By /s/ F. Ray Evarts
------------------------------------------------
F. Ray Evarts, Co-Trustee
PURCHASER
/s/ Robert L. Walker
------------------------------------------------
Robert L. Walker
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