<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NUMBER 1
TO
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934*
AUDIO COMMUNICATIONS NETWORK, INC.
(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $.25 PER SHARE
(TITLE OF CLASS OF SECURITIES)
0506E 10 6
(CUSIP NUMBER)
A.J. SCHELL
AUDIO COMMUNICATIONS NETWORK, INC.
100 LEGION PLACE
SUITE 1515
ORLANDO, FLORIDA 32801
(407) 649-8877
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS)
NOVEMBER 19, 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 [ ].
<PAGE>
SCHEDULE 13D
CUSIP No. 0506E 10 6
------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON . . . . .
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS* . . . . . . . . . . . . . . . . . . . . .
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION . . . . . . . . . . .
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER . . . . . . . . . . . . . 627,986
NUMBER OF
SHARES -----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER . . . . . . . . . . . . 0
OWNED BY
EACH -----------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER . . . . . . . . . . . 627,986
PERSON
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER . . . . . . . . . . 0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON . . . . . . . . . . . . . . . . . 627,986
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) . . . . 27.95%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON* . . . . . . . . . . . . . . . .
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
-2-
<PAGE>
Item 1. Security and Subject Company
The title of the class of securities to which this statement
relates is the Common Stock, par value $.25 per share, of Audio Communications
Network, Inc. ("Audio Common Stock").
The name of the issuer of the securities is Audio Communications
Network, Inc. The address of the principal executive offices of the issuer of
the securities is 1000 Legion Place, Suite 1515, Orlando, Florida 32801.
Item 2. Identity and Background
1. Name: A.J. Schell
2. Business Address: 1000 Legion Place, Suite 1515, Orlando, Florida
32801
3. Present Principal Occupation and Present Business Address of
Corporation on which Employment is Conducted: President and
Chairman of the Board of Directors of Audio Communications Network,
Inc., 1000 Legion Place, Suite 1515, Orlando, Florida 32801
4. Criminal Proceedings during the last five years: None
5. Security Proceedings during the last five years: None
6. Citizenship: United States of America
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of Transaction.
Not applicable
Item 5. Interest in Securities of the Issuer.
(a) 627,986 shares of Common Stock, which represent 27.95% of the
2,246,540 shares of common stock outstanding as of September 30, 1996.
Of such shares, 55,000 are in respect of options which have not yet
been exercised but which are currently exercisable.
-3-
<PAGE>
(b) Mr. Schell has the sole power to vote and dispose of 627,986 shares
of Common Stock. Of such shares, 55,000 are in respect of options which
have not yet been exercised but which are currently exercisable.
(c) On November 19, 1996, Mr. Schell entered into a Stock Purchase
Agreement with Suncom Communications, L.L.C. ("Suncom") to sell 597,986
shares of Common Stock of Audio Communications Network, Inc. for cash
consideration of $3,750,000.
Item 6. Contracts, Arrangements, Understandings, or Relationships With Respect
to Securities of the Issuer.
Mr. Schell entered into a Stock Purchase Agreement with Suncom dated as
of November 19, 1996 pursuant to which Mr. Schell will sell and Suncom will
acquire 597,986 shares of Audio Common Stock on the terms and conditions set
forth therein.
Item 7. Material to be Filed as Exhibits.
99.1: Schedule 13D filed by A.J. Schell on March 11, 1994, filed
pursuant to Rule 13d-2(c)
99.2: Stock Purchase Agreement dated as of November 19, 1996 between
Suncom Communications, L.L.C. and A.J. Schell
-4-
<PAGE>
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.
December , 1996
- -----------------
Date
/s/ A.J. Schell
- ---------------
Signature
A.J. Schell
President & Chairman of the Board
- ---------------------------------
Name/Title
-5-
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934*
AUDIO COMMUNICATIONS NETWORK, INC.
(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $.25 PER SHARE
(TITLE OF CLASS OF SECURITIES)
0506E 10 6
(CUSIP NUMBER)
A.J. SCHELL
AUDIO COMMUNICATIONS NETWORK, INC.
100 LEGION PLACE
SUITE 1515
ORLANDO, FLORIDA 32801
(407) 649-8877
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS)
MARCH 4, 1994
(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 [ ].
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).
<PAGE>
SCHEDULE 13D
CUSIP No. 0506E 10 6
------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON . . . . . . . . A.J. Schell
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*. . . . . . . . . . . . . . . . . OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION . . . . . . . United States of America
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER . . . . . . . . . 570,441
NUMBER OF
SHARES -----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER . . . . . . . . 0
OWNED BY
EACH -----------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER . . . . . . 570,441
PERSON
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER . . . . . 0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON . . . . . . . . . . . . 570,441
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) . . . . . . . . . . . . . . 25.66%
- --------------------------------------------------------------------------------
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 THE SIGNATURE ATTESTATION.
-2-
<PAGE>
Item 1. Security and Subject Company
The title of the class of securities to which this statement
relates is the Common Stock, par value $.25 per share, of Audio Communications
Network, Inc.
The name of the issuer of the securities is Audio Communications
Network, Inc. The address of the principal executive offices of the issuer of
the securities is 1000 Legion Place, Suite 1515, Orlando, Florida 32801.
Item 2. Identity and Background
1. Name: A.J. Schell
2. Business Address: 1000 Legion Place, Suite 1515, Orlando, Florida
32801
3. Present Principal Occupation and Present Business Address of
Corporation on which Employment is Conducted: President and
Chairman of the Board of Directors of Audio Communications Network,
Inc., 1000 Legion Place, Suite 1515, Orlando, Florida 32801
4. Criminal Proceedings during the last five years: None
5. Security Proceedings during the last five years: None
6. Citizenship: United States of America
Item 3. Source and Amount of Funds or Other Consideration.
Audio Communications Network, Inc. issued Mr. Schell, the sole
stockholder of American Music Network, Inc., 528,474 shares in exchange for all
of the outstanding shartes of Common Srock of American Music Network, Inc.
pursuant to a share exchange among Audio Communications Network, Inc., American
Music Network, Inc. and Mr. Schell. American Music Network, Inc. thereby became
a wholly-owned subsidiary of Audio Communications Network, Inc. The American
Music Network, Inc. stock was the source of funds and there was no borrowing
involved in the transaction.
Item 4. Purpose of Transaction.
The purpose of the issuance of the 528,774 shares referred to
above by Audio Communications Network, Inc. was to effect the transaction
disclosed above. Prior thereto, Mr. Schell owned 41,967 shares of the issuer's
stock. Mr. Schell acquired all his shares for investment purposes. He may from
time to time acquire or dispose of shares in the open market or in private
transactions, or
-3-
<PAGE>
under the issuer's stock option plans, or otherwise. In addition, Mr. Schell is
the President and Chairman of the Board of Directors of the issuer and in those
capacities may be called upon from time to time to consider a variety of
possible matters concerning the issuer such as: an extraordinary corporation
transaction, such as a merger, reorganization or liquidation, involving the
issuer or any of its subsidiaries; a sale or transfer of a material amount of
assets of the issuer or any of its subsidiaries; a change n the present board of
directors or management of the issuer, a material change in the present
capitalization or dividend policy of the issuer; a change in the issuer's
business or corporate structure; changes in the issuer's charter, bylaws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the issuer by any person; action resulting in a class
of equity securities of the issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities and Exchange Act of
1934; or any action similar to any of those enumerated above. It is expected
that disclosure concerning such matters, when and if necessary, would be made by
this issuer in the course of the reporting of significant events to its
stockholders.
Item 5. Interest in Securities of the Issuer.
(a) 570,441 shares of Common Stock, which represent 25.66% of the
2,223,133 shares of common stock outstanding as of March 4, 1994.
Mr. Schell's spouse owns 160 shares of Common Stock with sole voting
and investment power. Schell disclaims ownership of those shares.
(b) Mr. Schell has the sole power to vote and dispose of 570,441
shares of Common Stock.
(c) On March 4, 1994, Mr. Schell acquired 528,474 shares of Common
Stock of Audio Communications Network, Inc. in exchange for his 510
shares of American Music Network, Inc.
Item 6. Contracts, Arrangements, Understandings, or Relationships With Respect
to Securities of the Issuer.
None
Item 7. Material to be Filed as Exhibits.
None
-4-
<PAGE>
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.
March 10, 1994
- --------------
Date
/s/ A.J. Schell
- ---------------
Signature
A.J. Schell
President & Chairman of the Board
- ---------------------------------
Name/Title
-5-
<PAGE>
STOCK PURCHASE AGREEMENT
------------------------
STOCK PURCHASE AGREEMENT dated as of November 19, 1996 (the "Stock
-----
Purchase Agreement") between Suncom Communications L.L.C., a Delaware limited
- ------------------
liability company ("Buyer") and A.J. SCHELL ("Seller").
----- ------
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, Seller is the beneficial and record holder of 572,986 shares
of common stock, par value $0.25 per share ("Common Stock") of Audio
------------
Communications Network, Inc., a Florida corporation ("ACN") and upon the
---
exercise of certain options, will be the beneficial and record holder of 25,000
additional shares of Common Stock (such shares, together with the 572,986
shares, are collectively referred to herein as the "Shares"); and
------
WHEREAS, Seller wishes to sell and Buyer wishes to purchase the Shares
upon the terms of this Stock Purchase Agreement;
NOW, THEREFORE, in reliance upon the representations and warranties
made herein and in consideration of the mutual agreements herein contained, the
parties agree as follows:
ARTICLE 1
SALE AND PURCHASE OF SHARES
---------------------------
1.1 Sale of Shares. At the Closing provided for in Section 2.1,
--------------
Seller shall sell the Shares to Buyer and Buyer shall purchase the Shares for
the purchase price provided in Section 1.2.
1.2 Purchase Price; Delivery of Purchase Price and Share
----------------------------------------------------
Certificates.
------------
(a) Purchase Price. The purchase price for the Shares is $3,750,000
--------------
(the "Purchase Price"). PER AL SCHELL 10/2 FROM $3,587,916 TO $3,750,000
--------------
(b) Payment of Purchase Price. The Purchase Price shall be paid by
-------------------------
Buyer in immediately available funds by wire transfer to an account designated
by Seller at least one business day prior to Closing (as hereinafter defined).
(c) Delivery of Share Certificates. At the Closing, Seller will
------------------------------
deliver to Buyer stock certificate(s), in form suitable for transfer, registered
in the name of Seller, evidencing the Shares, endorsed in blank or with an
executed blank stock transfer power attached.
<PAGE>
ARTICLE 2
CLOSING
-------
2.1 Closing. The closing of the transactions provided for herein
-------
(the "Closing") will take place at the offices of Venable, Baetjer and Howard,
-------
LLP, Suite 1800, Two Hopkins Plaza, Baltimore, Maryland 21201 at 10:00 A.M.
(local time) on January 30, 1997 (the "Closing Date") or at such other place,
------------
time and date as may be agreed upon by Buyer and Seller. It shall be a
condition precedent to the obligations of each party to this Stock Purchase
Agreement that the Closing shall occur simultaneously with the closing of the
transactions contemplated by the Asset Purchase Agreement dated as of even date
herewith by and between Buyer and ACN. In the event that the Asset Purchase
Agreement terminates, this Stock Purchase Agreement shall terminate.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF SELLER
----------------------------------------
Seller represents and warrants to Buyer that:
3.1 Due Execution; Enforceability. This Stock Purchase Agreement has
-----------------------------
been duly executed and delivered by Seller and (assuming due execution and
delivery by Buyer) this Stock Purchase Agreement constitutes a valid and binding
obligation of Seller, enforceable in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency, reorganization or
similar laws affecting creditors' rights generally or by general equitable
principles.
3.2 Ownership of Shares. Seller is the lawful record and beneficial
-------------------
owner of 572,986 of the Shares and of options to purchase 25,000 shares of
Common Stock, and at the Closing will be the lawful record and beneficial owner
of all of the Shares, all of which will be validly issued, fully paid, and non-
assessable. Seller shall exercise such options at or prior to the Closing.
Seller owns 572,986 of the Shares and said options, and at the Closing will own
all of the Shares, free and clear of all encumbrances, except for restrictions
on transfer under federal and state securities laws. Other than the Shares, at
the Closing, Seller will own or control, directly or indirectly, no other equity
securities of ACN except for (a) options to purchase 30,000 shares of Common
Stock, and (b) shares of Common Stock which may be issued to Seller in December
1996 which will represent $1,000 worth of Common Stock for each Meeting of the
Board of Directors of ACN attended by Seller since January 1, 1996.
2
<PAGE>
3.3 No Violation. Seller is not subject to or bound by any provision
------------
of:
(a) any law, statute, rule, regulation or judicial or administrative
decision,
(b) any mortgage, deed of trust, lease, note, shareholders' agreement,
bond, indenture, other instrument or agreement, license, permit, trust,
custodianship, other restriction, or
(c) any judgment, order, writ, injunction or decree of any court,
governmental body, administrative agency or arbitrator,
that would prevent or be violated by, or under which there would be a default as
a result of, the execution, delivery and performance by Seller of this Stock
Purchase Agreement and the consummation of the transactions contemplated hereby.
No consent, approval or authorization of or declaration or filing with any
person is required for the valid execution, delivery and performance by Seller
of this Stock Purchase Agreement and the consummation of the transactions
contemplated hereby.
3.4 Title. Upon delivery at the Closing of one or more certificates
-----
evidencing the Shares either in the name of the Buyer or with duly endorsed
stock powers (signature guaranteed), such delivery shall be sufficient to convey
good title to all of the Shares, free and clear of all liens, claims and
encumbrances, except for restrictions on transfer under federal and state
securities laws. Seller hereby warrants and defends the sale of the Shares
against each and every person(s) whomsoever claim or may claim an interest in
any or all of the Shares.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF BUYER
---------------------------------------
Buyer represents and warrants to Seller that:
4.1 Organization. Buyer is a limited liability company duly organized
------------
and validly existing and in good standing under the laws of the State of
Delaware.
4.2 Corporate Authority. Buyer has full corporate power and authority
-------------------
to enter into this Stock Purchase Agreement and to consummate the transactions
contemplated hereby. The execution, delivery and performance by Buyer of this
Stock Purchase Agreement have been duly authorized pursuant to the Seller LLC
Agreement and the Delaware Limited Liability Company Act. This Stock Purchase
Agreement has been duly executed and delivered by Buyer, and (assuming due
execution and delivery by Seller) this Stock Purchase Agreement constitutes a
3
<PAGE>
valid and binding obligation of Buyer, enforceable in accordance with its terms,
except as such enforceability may be limited by bankruptcy, insolvency,
reorganization or similar laws affecting creditors' rights generally or by
general equitable principles.
4.3 No Violation. Buyer is not subject to or bound by any provision
------------
of:
(a) any law, statute, rule, regulation or judicial or administrative
decision,
(b) any articles of incorporation or by-laws,
(c) any mortgage, deed of trust, lease, note, shareholders' agreement,
bond, indenture, other instrument or agreement, license, permit, trust,
custodianship, other restriction, or
(d) any judgment, order, writ, injunction or decree of any court,
governmental body, administrative agency or arbitrator,
that would prevent or be violated by, or under which there would be a default as
a result of, the execution, delivery and performance by Buyer of this Stock
Purchase Agreement and the consummation of the transactions contemplated hereby.
No consent, approval or authorization of or declaration or filing with any
person is required for the valid execution, delivery and performance by Buyer of
this Stock Purchase Agreement and the consummation of the transactions
contemplated hereby.
4.4 Investment Intent. Buyer is acquiring the Shares for its own
-----------------
account for investment and not with a view to any distribution thereof. Buyer
agrees that the Shares may not be sold, transferred, offered for sale, pledged,
hypothecated or otherwise disposed of without registration under the Securities
Act of 1933, as amended (the "Act"), and under applicable state securities laws,
or except pursuant to an exemption from registration available under such laws.
(a) Buyer represents and warrants that it is an "accredited investor"
as such term is defined in Rule 501(a)(1),(2),(3), or (7) of Regulation D
under the Act.
(b) Buyer understands that the Shares are being offered and sold to it
in reliance on specific exemptions from or non-application of the
registration requirements of federal and state securities laws and that
Seller is relying upon the truth and accuracy of the representations,
warranties, agreement, acknowledgements and understandings of the Buyer set
forth herein in order to determine the applicability of such exemptions and
the suitability of the Buyer to acquire the Shares.
4
<PAGE>
ARTICLE 5
MISCELLANEOUS
-------------
5.1 Cooperation. Each of the parties hereto shall use its reasonable
-----------
efforts to take or cause to be taken all actions, to cooperate with the other
party hereto, with respect to all actions, and to do or cause to be done all
things necessary, proper or advisable to consummate and make effective the
transactions contemplated by this Stock Purchase Agreement. Without limiting the
generality of the foregoing, Seller will cause the delivery at or immediately
prior to Closing of an appropriate opinion of counsel to its transfer agent, if
necessary or desirable, in order to more fully give effect to the sale and
transfer of the Shares contemplated hereby. So long as this Stock Purchase
Agreement is in effect, Buyer and Seller agree with each other to provide each
other with drafts within a reasonable amount of time prior to filing for review
and discussion thereof, of any filings with the Securities and Exchange
Commission or any other Governmental Authority (as such term is defined in the
Asset Purchase Agreement) to be made by either of them at or prior to Closing
with respect to the transactions contemplated by this Stock Purchase Agreement.
5.2 Waiver. Any failure of Seller to comply with any of its
------
obligations or agreements herein contained may be waived only in writing by
Buyer. Any failure of Buyer to comply with any of its obligations or agreements
herein contained may be waived only in writing by Seller.
5.3 Notices. All notices and other communications hereunder shall be
-------
in writing and shall be deemed to have been duly given upon receipt of: hand
delivery; certified or registered mail, return receipt requested; overnight mail
or telecopy transmission with confirmation of receipt:
(i) If to Seller, to:
A.J. Schell
1719 Barcelona Way
Winter Park, Florida 32789
Telecopier: (407) 644-7434
(ii) If to Buyer, to
4059 Yancey Road
Charlotte, North Carolina 28217
Attention: David Unger and Mitchell Kleinhandler
Telecopier No.: (704) 523-4893
5
<PAGE>
With a copy to:
Baer, Marks & Upham LLP
805 Third Avenue
New York, New York 10022-7513
Attention: Anne E. Pitter, Esq.
Telecopier No.: (212) 702-5810
Such names and addresses may be changed by written notice to each person listed
above.
5.4 Governing Law. This Stock Purchase Agreement shall be governed by
-------------
and construed in accordance with the laws of the State of Delaware, without
giving effect to its principles or rules regarding conflicts of laws.
5.5 Counterparts. This Stock Purchase Agreement may be executed in two
------------
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
5.6 Amendment and Modification. This Stock Purchase Agreement may be
--------------------------
amended or modified only by written agreement of the parties hereto.
5.7 Binding Effect; Benefits. This Stock Purchase Agreement shall
------------------------
inure to the benefit of and be binding upon the parties hereto and their
respective successors and assigns; nothing in this Stock Purchase Agreement,
express or implied, is intended to confer on any Person other than the parties
hereto and their respective successors and assigns any rights, remedies,
obligations or liabilities under or by reason of this Stock Purchase Agreement.
5.8 Assignability. This Stock Purchase Agreement shall not be
-------------
assignable by any party hereto without the prior written consent of the other
party hereto, provided that Seller may assign his rights to receive payment
under this Stock Purchase Agreement without restriction and provided further
that Buyer may assign its rights hereunder to an affiliate of Buyer upon prior
written notice to Seller; provided further, that in the event of such assignment
by Buyer, such affiliate of Buyer shall agree in writing to be bound by all
terms and conditions of this Stock Purchase Agreement, including, without
limiting the generality of the foregoing, the representations and warranties
contained in Section 4.4 hereof. Any purported assignment in violation of this
Section 5.8 shall be void.
6
<PAGE>
IN WITNESS WHEREOF, the parties hereto have duly executed this Stock
Purchase Agreement as of the date first above written.
SUNCOM COMMUNICATIONS L.L.C.
By:
-------------------------------------
Name:
Title:
----------------------------------------
A.J. Schell
7
