SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
FIRST MEDICAL GROUP, INC.
(Name of Issuer)
COMMON STOCK, $.0001 PAR VALUE
(Title of Class of Securities)
524816105
(CUSIP Number)
Dennis A. Sokol
First Medical Group, Inc.
1055 Washington Boulevard
Stamford, CT 06901
(203) 327-0900
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JULY 10, 1997
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter disclosure
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).
(Continued on following page(s))
Page 1 of 14 Pages Exhibit Index Appears on Page 14
<PAGE>
CUSIP No. 524816105 SCHEDULE 13D Page 2 of 14 Pages
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
SAJH Partners
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
00 - Partnership Contributions
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,167,391 shares of Common Stock and 199,400 shares of
BENEFICIALLY Preferred Stock (1) - See Responses to Items 5 and 6
OWNED BY --------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING -0-
PERSON --------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
2,167,391 shares of Common Stock and 199,400 shares of
Preferred Stock (1) - See Responses to Items 5 and 6
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,167,391 shares of Common Stock and 199,400 shares of
Preferred Stock
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.61% of Common Stock and 19.22% of Preferred Stock
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
- --------------------------------------------------------------------------------
(1) The voting and dispositive power with respect to the shares of Common
Stock held by SAJH Partners are vested solely in the Managing Partner as further
described in Item 6 hereof.
<PAGE>
CUSIP No. 524816105 SCHEDULE 13D Page 3 of 14 Pages
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Dennis A. Sokol
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
Not Applicable
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,167,391 shares of Common Stock and 199,400 shares of
BENEFICIALLY Preferred Stock (1) - See Responses to Items 5 and 6
OWNED BY --------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING -0-
PERSON --------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
2,167,391 shares of Common Stock and 199,400 shares of
Preferred Stock (1) - See Responses to Items 5 and 6
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,167,391 shares of Common Stock and 199,400 shares of Preferred Stock as
a result of being the Managing Partner of SAJH Partners. Mr Sokol owns
additionally in his individual name 659,690 shares of Common Stock and
60,691 shares of Preferred Stock.
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.61% of Common Stock and 19.22% of Preferred Stock as a result of being
the Managing Partner of SAJH Partners and 2.93% of Common Stock and 5.85%
of Preferred Stock as a result of his sole ownership of shares.
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 524816105 SCHEDULE 13D Page 4 of 14 Pages
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Sarah Sokol Yeterian
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
Not Applicable
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY --------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING -0-
PERSON --------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
-0-
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
433,478 shares of Common Stock and 39,080 shares of Preferred Stock
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2% of Common Stock and 4% of Preferred Stock
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 524816105 SCHEDULE 13D Page 5 of 14 Pages
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Robert Alexander Sokol
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
Not Applicable
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY --------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING -0-
PERSON --------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
-0-
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
433,478 shares of Common Stock and 39,080 shares of Preferred Stock
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2% of Common Stock and 4% of Preferred Stock
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 524816105 SCHEDULE 13D Page 6 of 14 Pages
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Jacob Matthew Sokol
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
Not Applicable
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY --------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING -0-
PERSON --------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
-0-
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
433,478 shares of Common Stock and 39,080 shares of Preferred Stock
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2% of Common Stock and 4% of Preferred Stock
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 524816105 SCHEDULE 13D Page 7 of 14 Pages
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Heidi Michelle Sokol
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
Not Applicable
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY --------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING -0-
PERSON --------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
-0-
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
433,478 shares of Common Stock and 39,080 shares of Preferred Stock
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2% of Common Stock and 4% of Preferred Stock
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 524816105 SCHEDULE 13D Page 8 of 14 Pages
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
June M. Sokol
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
Not Applicable
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY --------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING -0-
PERSON --------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
-0-
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
411,005 shares of Common Stock and 37,086 shares of Preferred Stock
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2% of Common Stock and 4% of Preferred Stock
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 524816105 SCHEDULE 13D Page 9 of 14 Pages
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D ("Statement") relates to the Common Stock, par
value $.0001 per share (the "Common Stock") and the Series A Convertible
Preferred Stock, par value $.0001 per share ("Preferred Stock") of First Medical
Group, Inc., a Delaware corporation (the "Issuer"). The address of the principal
executive offices of the Issuer is 1055 Washington Boulevard, Stamford, CT
06901.
ITEM 2. IDENTITY AND BACKGROUND
Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the General
Rules and Regulations under the Securities Exchange Act of 1934, as
amended (the "Act"), the undersigned hereby file this Statement on behalf
of SAJH Partners, a Delaware general partnership ("SAJH Partners"),
Dennis A. Sokol ("Dennis"), Sarah Sokol Yeterian ("Sarah"), Robert
Alexander Sokol ("Robert"), Jacob Matthew Sokol ("Jacob"), Heidi Michelle
Sokol ("Heidi") and June M. Sokol ("June"). SAJH Partners, Sarah, Robert,
Jacob, Heidi and June are sometimes hereinafter referred to as the
"Reporting Persons". None of the Reporting Persons have been a part (i)
during the past ten (10) years in any bankruptcy or other insolvency
proceeding, criminal proceeding or civil and administrative proceedings
or (ii) during the past five (5) years in a civil proceeding of a
judicial or administrative body of competent jurisdiction required to be
reported in this Schedule 13D.
SAJH PARTNERS
SAJH Partners is a Delaware general partnership, the principal business of which
is to acquire, hold, trade, invest and deal with securities of the Issuer. The
principal business address of SAJH Partners, which also serves as its principal
office, is 33 Heritage Lane, Stamford, CT 06903. The sole Managing Partner of
SAJH Partners is Dennis A. Sokol. Pursuant to Instruction C to Schedule 13D of
the Act, information with respect to Dennis A.
Sokol is set forth below.
DENNIS
Dennis, the sole Managing Partner of SAJH Partners, is a citizen of the United
States of America and his principal business address is 1055 Washington
Boulevard, Stamford, CT 06901 where his principal occupation is Chairman of the
Board of Issuer.
SARAH
Sarah is a citizen of the United States, resides at 28 Candlewood Road,
Scarsdale, NY 10583, and is principally occupied as a homemaker at her
residence.
ROBERT
Robert is a citizen of the United States, resides at 33 Heritage Lane, Stamford,
CT 06903. He recently received a Masters Degree from Boston University in
Boston, Massachusetts and will soon assume the position of President of American
Medical Clinics-Prague in Prague, Czech Republic.
JACOB
Jacob is a citizen of the United States, resides at 33 Heritage Lane, Stamford,
CT 06903, and is principally occupied as a student at Boston University in
Boston, Massachusetts.
<PAGE>
CUSIP No. 524816105 SCHEDULE 13D Page 10 of 14 Pages
HEIDI
Heidi is a citizen of the United States, resides at 33 Heritage Lane, Stamford,
CT 06903, and is principally occupied as a caterer, but presently is unemployed.
JUNE
June is a citizen of the United States, resides at 33 Heritage Lane, Stamford,
CT 06903, and is principally occupied as a homemaker at her residence.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The source and amount of the funds used by the Reporting Persons to purchase
shares of the Common Stock and Preferred Stock are as follows:
Reporting Person Source of Funds Amount of Funds
- ---------------- --------------- ---------------
SAJH Partners Other $66,250 (1)
Sarah Sokol Yeterian Not Applicable Not Applicable
Robert Alexander Sokol Not Applicable Not Applicable
Jacob Matthew Sokol Not Applicable Not Applicable
Heidi Michelle Sokol Not Applicable Not Applicable
June M. Sokol Not Applicable Not Applicable
(1) Contributions from partners made on or about September 1, 1994 for the
purpose of acquiring an equity interest in American Medical Clinics, Inc.
("AMC"). On or about December 31, 1995, AMC consolidated with MedExec,
Inc. and its subsidiaries which resulted in a consolidated corporation
named First Medical Corporation ("FMC"). SAJH's equity interest in AMC
was converted into an equity interest in FMC. On July 10, 1997, a
subsidiary of the Issuer was merged into FMC, thereby making FMC a wholly
owned subsidiary of the Issuer and SAJH's equity interest in FMC was
converted into an equity interest in the Issuer.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Persons acquired and continue to hold the shares of the Common
Stock and Preferred Stock reported herein for investment purposes. Depending on
market conditions and other factors that each of the Reporting Persons may deem
relevant to its investment decision, such Reporting Persons may purchase
additional shares of the Common Stock and Preferred Stock in the open market or
in private transactions. Depending on these same factors each Reporting Person
may register and sell all or a portion of the shares of the Common Stock and
Preferred Stock that it or he now owns or hereafter may acquire on the open
market or in private transactions.
The Issuer, on November 13, 1997, authorized a 1-for-30 reverse stock split of
the Common Stock. As a result of the reverse split each 30 shares of Common
Stock reflected in this report will soon be converted into 1 share of Common
Stock and each share of Preferred Stock, previously convertible into 250 shares
of Common Stock and having a like number of votes per share, voting together
with the Common Stock, will now be convertible into
<PAGE>
CUSIP No. 524816105 SCHEDULE 13D Page 11 of 14 Pages
8-1/3 shares of Common Stock, and will have a like number of votes per share,
voting together with the Common Stock. All shares of stock reported in this
Schedule 13D are pre-reverse stock split. Additionally, the Issuer intends that
the Common Stock, previously traded on but now delisted by the New York Stock
Exchange because the Common Stock no longer meets the technical requirements to
maintain its listing on the New York Stock Exchange, will be listed on the
American Stock Oxchange once a pending Registration Statement relating to the
registration of shares owned by various shareholders of the Company becomes
effective. The Company has a pending application to have the Common Stock traded
on the American Stock Exchange.
Except as set forth in this Item 4, the Reporting Persons have no present plans
or proposals that relate to or that would result in any of the actions specified
in clauses (a) through (j) of Item 4 of Schedule 13D of the Act.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
At July 10, 1997, the Issuer had 22,522,500 shares of Common Stock outstanding
and 1,037,461 shares of Preferred Stock outstanding.
(a)
SAJH PARTNERS
The aggregate number of shares of the Common Stock and Preferred Stock that SAJH
Partners owns beneficially, pursuant to Rule 13d-3 under the Act is respectively
2,167,391 and 199,400, which constitute approximately 9.61% and 19.22%
respectively of such outstanding stock as of July 10, 1997.
DENNIS
Because of his position as Managing Partner of SAJH Partners, and on the basis
of certain provisions of the Partnership Agreement, Dennis may, pursuant to Rule
13d-3 under the Act, be deemed to own beneficially 2,167,391 shares of Common
Stock and 199,400 shares of Preferred Stock which constitutes respectively
approximately 9.61% and 19.22% of such outstanding stock as of July 10, 1997. In
addition, Dennis owns in his individual name 659,690 shares of Common Stock and
60,691 shares of Preferred Stock which constitute respectively approximately
2.93% and 5.85% of such outstanding stock as of July 10, 1997. Thus, Dennis is
deemed to own an aggregate of 2,827,081 shares of Common Stock and 260,091
shares of Preferred Stock which constitute approximately 12.54% and 25.07%
respectively of such outstanding stock as of July 10, 1997.
SARAH
Because of her position as a general partner of SAJH Partners, and on the basis
of certain provisions of the Partnership Agreement, Sarah may, pursuant to Rule
13d-3 under the Act, be deemed to own beneficially 433,478 shares of Common
Stock and 39,080 shares of Preferred Stock which constitute approximately 2% and
4% respectively of the Common Stock and Preferred Stock as of July 10, 1997.
ROBERT
Because of his position as a general partner of SAJH Partners, and on the basis
of certain provisions of the Partnership Agreement, Robert may, pursuant to Rule
13d-3 under the Act, be deemed to own beneficially 433,478 shares of Common
Stock and 39,080 shares of Preferred Stock which constitute approximately 2% and
4% respectively of the Common Stock and Preferred Stock as of July 10, 1997.
<PAGE>
CUSIP No. 524816105 SCHEDULE 13D Page 12 of 14 Pages
JACOB
Because of his position as a general partner of SAJH Partners, and on the basis
of certain provisions of the Partnership Agreement, Jacob may, pursuant to Rule
13d-3 under the Act, be deemed to own beneficially 433,478 shares of Common
Stock and 39,080 shares of Preferred Stock which constitute approximately 2% and
4% respectively of the Common Stock and Preferred Stock as of July 10, 1997.
HEIDI
Because of her position as a general partner of SAJH Partners, and on the basis
of certain provisions of the Partnership Agreement, Heidi may, pursuant to Rule
13d-3 under the Act, be deemed to own beneficially 433,478 shares of Common
Stock and 39,080 shares of Preferred Stock which constitute approximately 2% and
4% respectively of the Common Stock and Preferred Stock as of July 10, 1997.
JUNE
Because of her position as a general partner of SAJH Partners, and on the basis
of certain provisions of the Partnership Agreement, June may, pursuant to Rule
13d-3 under the Act, be deemed to own beneficially 411,005 shares of Common
Stock and 37,086 shares of Preferred Stock which constitute approximately 2% and
4% respectively of the Common Stock and Preferred Stock as of July 10, 1997.
To the best knowledge of each of the Reporting Persons, other than as set forth
above, none of the persons named in response to Item 2(a) herein is the
beneficial owner of any other shares of the Common Stock or Preferred Stock.
(b)
SAJH PARTNERS
SAJH Partners has the sole power to vote or to direct the vote and to dispose or
to direct the disposition of 2,167,391 shares of Common Stock and 199,400 shares
of Preferred Stock. That power is exercised through the Managing Partner.
DENNIS
In his capacity as the Managing Partner of SAJH Partners, Dennis has the sole
power to vote or to direct the vote and to dispose or to direct the disposition
of 2,167,391 shares of the Common Stock and 199,400 shares of Preferred Stock.
Additionally, Dennis has the same sole powers with respect to the 659,690 shares
of Common Stock and 60,691 shares of Preferred Stock owned by him individually.
SARAH
Sarah is a general partner of SAJH Partners. However, she has no power, sole or
shared, to vote or direct the vote or to dispose or direct the disposition of
her 20% equity interest in SAJH Partners represented by 433,478 shares of the
Common Stock and 39,080 shares of the Preferred Stock attributable to her
general partnership interest in SAJH Partners. Her power is limited to a shared
power to remove the Managing Partner upon unanimous consent or vote of the
Partners and to elect a new Managing Partner either upon his removal or
resignation.
ROBERT
Robert is a general partner of SAJH Partners. However, he has no power, sole or
shared, to vote or direct the vote or to dispose or direct the disposition of
his 20% equity interest in SAJH Partners represented by 433,478 shares
<PAGE>
CUSIP No. 524816105 SCHEDULE 13D Page 13 of 14 Pages
of the Common Stock and 39,080 shares of the Preferred Stock attributable to his
general partnership interest in SAJH Partners. His power is limited to a shared
power to remove the Managing Partner upon unanimous consent or vote of the
Partners and to elect a new Managing Partner either upon his removal or
resignation.
JACOB
Jacob is a general partner of SAJH Partners. However, he has no power, sole or
shared, to vote or direct the vote or to dispose or direct the disposition of
his 20% equity interest in SAJH Partners represented by 433,478 shares of the
Common Stock and 39,080 shares of the Preferred Stock attributable to his
general partnership interest in SAJH Partners. His power is limited to a shared
power to remove the Managing Partner upon unanimous consent or vote of the
Partners and to elect a new Managing Partner either upon his removal or
resignation.
HEIDI
Heidi is a general partner of SAJH Partners. However, she has no power, sole or
shared, to vote or direct the vote or to dispose or direct the disposition of
her 20% equity interest in SAJH Partners represented by 433,478 shares of the
Common Stock and 39,080 shares of the Preferred Stock attributable to her
general partnership interest in SAJH Partners. Her power is limited to a shared
power to remove the Managing Partner upon unanimous consent or vote of the
Partners and to elect a new Managing Partner either upon his removal or
resignation.
JUNE
June is a general partner of SAJH Partners. However, she has no power, sole or
shared, to vote or direct the vote or to dispose or direct the disposition of
her 19% equity interest in SAJH Partners represented by 411,005 shares of the
Common Stock and 37,086 shares of the Preferred Stock attributable to her
general partnership interest in SAJH Partners. Her power is limited to a shared
power to remove the Managing Partner upon unanimous consent or vote of the
Partners and to elect a new Managing Partner either upon his removal or
resignation.
(c)To the best of the knowledge of each of the Reporting Persons, none of
the persons named in response to paragraph (a) has effected any
transactions in the shares of the Common Stock or Preferred Stock in the
past 60 days.
(d) No person other than the Reporting Persons has the right to receive
or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of the Common Stock owned by them.
(e)Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
The following description of the General Partnership Agreement of SAJH Partners
(the "Partnership Agreement") does not purport to be complete and is qualified
in its entirety by reference to such Partnership Agreement, which is being filed
as an exhibit to this Statement. The Partnership Agreement provides that the
Managing Partner has the full power, in his discretion, to manage the
Partnership's business. Distributions of Partnership cash must be made annually
to the extent the Managing Partner determines the cash is not necessary for the
operation of the Partnership business. Distributions must be made in proportion
to Partners' respective Percentages. See Item 5 for other provisions of the
Partnership Agreement.
<PAGE>
CUSIP No. 524816105 SCHEDULE 13D Page 14 of 14 Pages
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 24.1 Power of Attorney granting authority to sign on behalf of the
persons filing this Schedule 13D, filed herewith.
Exhibit 99.1 Agreement pursuant to Rule 13d-1(f)(1)(iii), filed herewith.
Exhibit 99.2 General Partnership Agreement of SAJH Partners and Amendment
to General Partnership Agreement, filed herewith.
SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.
SAJH PARTNERS
/s/ Dennis A. Sokol
----------------------------------
By: Dennis A. Sokol
Managing Partner
/s/ Dennis A. Sokol
----------------------------------
Dennis A. Sokol
/s/ Dennis A. Sokol
----------------------------------
Dennis A. Sokol
Attorney-in-Fact for each of:
Sarah Sokol Yeterian (1)
Robert Alexander Sokol (1)
Jacob Matthew Sokol (1)
Heidi Michelle Sokol (1)
June M. Sokol (1)
(1) A Power of Attorney authorizing Dennis A. Sokol to act on behalf of Sarah
Sokol Yeterian, Robert Alexander Sokol, Jacob Matthew Sokol, Heidi Michelle
Sokol and June M. Sokol is attached hereto as Exhibit 24.1.
EXHIBIT INDEX
Exhibit 24.1 Power of Attorney granting authority to sign on behalf
of the persons filing this Schedule 13D, filed herewith.
Exhibit 99.1 Agreement pursuant to Rule 13d-1(f)(1)(iii), filed herewith.
Exhibit 99.2 General Partnership Agreement of SAJH Partners and
Amendment to General Partnership Agreement, filed herewith.
EXHIBIT 24.1
POWER OF ATTORNEY
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Sarah Sokol Yeterian,
Robert Alexander Sokol, Jacob Matthew Sokol, Heidi Michelle Sokol and June M.
Sokol (the "Grantors") have made, constituted and appointed, and by these
presents do make, constitute and appoint Dennis A. Sokol, with full power of
substitution, their true and lawful attorney, for them and in their name, place
and stead to execute, acknowledge, deliver and file a Schedule 13D required by
Section 13 of the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder, respecting securities of The Lehigh Group
Inc.* beneficially owned by the Grantors.
The validity of this Power of Attorney shall not be affected in any manner by
reason of the execution, at any time, of other powers of attorney by the
Grantors in favor of persons other than those named herein.
The Grantors agree and represent to those dealing with their attorney-in-fact
herein, Dennis A. Sokol, that this Power of Attorney may be voluntarily revoked
only by written notice to such attorney-in-fact, delivered by registered mail or
certified mail, return receipt requested.
WITNESS THE EXECUTION HEREOF, October ____, 1997.
/s/ Sarah Sokol Yeterian
----------------------------------
Sarah Sokol Yeterian
/s/ Robert Alexander Sokol
----------------------------------
Robert Alexander Sokol
/s/ Jacob Matthew Sokol
----------------------------------
Jacob Matthew Sokol
/s/ Heide Michelle Sokol
----------------------------------
Heidi Michelle Sokol
/s/ June M. Sokol
----------------------------------
June M. Sokol
* The Lehigh Group Inc. changed its name to First Medical Group, Inc. on
November 13, 1997 by filing a Certificate of Amendment to its Certificate
of Incorporation on that date.
EXHIBIT 99.1
JOINT FILING AGREEMENT FOR SCHEDULE 13D
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General Rules and
Regulations of the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended, the undersigned agree that the statement to
which this Exhibit is attached is filed on behalf of them in the capacities set
forth hereinbelow.
SAJH PARTNERS
/s/ Dennis A. Sokol
----------------------------------
By: Dennis A. Sokol
Managing Partner
/s/ Dennis A. Sokol
----------------------------------
Dennis A. Sokol
/s/ Dennis A. Sokol
----------------------------------
Dennis A. Sokol
Attorney-in-Fact for each of:
Sarah Sokol Yeterian (1)
Robert Alexander Sokol (1)
Jacob Matthew Sokol (1)
Heidi Michelle Sokol (1)
June M. Sokol (1)
(1) A Power of Attorney authorizing Dennis A. Sokol to act on behalf of Sarah
Sokol Yeterian, Robert Alexander Sokol, Jacob Matthew Sokol, Heidi Michelle
Sokol and June M. Sokol is attached hereto as Exhibit 24.1.
EXHIBIT 99.2
GENERAL PARTNERSHIP AGREEMENT OF SAJH PARTNERS AND
AMENDMENT TO GENERAL PARTNERSHIP AGREEMENT
<PAGE>
================================================================================
GENERAL PARTNERSHIP AGREEMENT
OF
SAJH PARTNERS
DATED AUGUST __ 1994
================================================================================
<PAGE>
TABLE OF CONTENTS
Section
- -------
1. Formation of Partnership ....................................... 1
2. Name and Place of Business ..................................... 1
3. Purpose of Partnership ......................................... 2
4. Term of Partnership ............................................ 2
5. Managing Partner ............................................... 2
6. Capital Contributions; Partners' Percentages ................... 2
6.1 Capital .................................................. 2
6.2 Initial Capital Contributions ............................ 3
6.3 No Other Mandatory Contributions;
No Withdrawals .......................................... 3
6.4 Additional Discretionary Capital
Contributions ........................................... 3
6.5 No Liability for Capital Contributions ................... 4
6.6 No Interest .............................................. 5
7. Rights and Duties of Partners .................................. 5
7.1 Managing Partner ......................................... 5
7.2 Powers of Managing Partner ............................... 5
7.3 Services of Managing Partner ............................. 5
7.4 Change of Managing Partner ............................... 6
7.5 No Partition, Sale or Appraisal .......................... 6
7.6 Fees and Expenses ........................................ 6
8. Liabilities and Indemnification ................................ 7
9. Bank Accounts .................................................. 7
10. Distributions, Income and Losses .............................. 7
10.1 Time of Distributions ................................... 7
10.2 Allocation of Cash Distributions ........................ 8
10.3 Income, Gains and Losses ................................ 8
10.4 Change of Partners' Percentages ......................... 8
11. Fiscal Year and Reports ....................................... 8
11.1 Fiscal Year ............................................. 8
11.2 Books of Account ........................................ 9
11.3 Reports ................................................. 9
12. Transfers of Partnership Interests ............................ 9
<PAGE>
13. Dissolution and Liquidation of Partnership .................... 10
13.1 Dissolution Prior to Expiration of Term ................. 10
13.2 Liquidation and Distribution of Assets .................. 10
13.3 Termination ............................................. 10
14. Power of Attorney ............................................. 11
15. Miscellaneous ................................................. 12
15.1 Notices ................................................. 12
15.2 Amendments .............................................. 13
15.3 Captions ................................................ 13
15.4 Counterparts ............................................ 13
15.5 Governing Law ........................................... 13
15.6 Successors and Assigns .................................. 13
<PAGE>
PARTNERSHIP AGREEMENT
OF
SAJH PARTNERS
August , 1994
The parties to this agreement are Dennis A. Sokol, Sarah Sokol Yeterian,
Robert Alexander Sokol, Jacob Matthew Sokol, Heidi Michelle Sokol and June M.
Sokol (collectively referred to herein as the "Partners" and individually as a
"Partner").
The Partners desire to form a general partnership for the purpose described
in section 3 of this agreement.
It is therefore agreed as follows:
1. Formation of Partnership
The parties to this agreement hereby form a general partnership (the
"Partnership") pursuant to the provisions of the Delaware Partnership Law.
2. Name and Place of Business
The business of the Partnership shall be conducted under the name of SAJH
Partners. The principal place of business of the Partnership shall be 1055
Washington Boulevard, Stamford, CT 06901 (facsimile (203) 325-3127), unless
changed by the managing Partner. The Partnership may establish such other
1
<PAGE>
additional places of business as the managing Partner may from time to time
determine.
3. Purpose of Partnership
The purpose of the Partnership shall be to acquire and hold an equity
investment in American Medical Clinics, Inc., the terms and conditions of such
investment to be determined by the Managing Partner. The Partnership shall
engage in no other business without the consent of a Majority in Interest of the
Partners. As used in this Agreement, a "Majority in Interest" shall mean
Partners whose Percentages, in the aggregate, equal or exceed 51%.
4. Term of Partnership
The Partnership shall commence on the date of this agreement and shall
terminate on August ___, 2014 unless sooner terminated as otherwise provided in
section 11 of this agreement.
5. Managing Partner
Until changed as provided in section 7.4, Dennis A. Sokol shall be the
managing Partner of the Partnership, with the powers and duties provided for in
this agreement.
6. Capital Contributions; Partners' Percentages
6.1 Capital. The capital of the Partnership shall be $_________ (the
aggregate amount of the Partners' commitments as set forth on Exhibit A to this
agreement), plus such additional discretionary contributions as may be made from
2
<PAGE>
time to time pursuant to section 6.4. As used in this agreement, the
"Percentage" of a Partner means that Partner's capital contributions as a
percentage of the aggregate capital contributions of all the Partners. The
initial Percentage of each Partner is set forth on Exhibit A to this agreement.
6.2 Initial Capital Contributions. Each Partner shall make an initial
contribution of cash to the capital of the Partnership in the amount set forth
opposite that Partner's name on Exhibit A to this agreement. The initial cash
contribution shall be made promptly after the request of the managing Partner.
6.3 No Other Mandatory Contributions; No Withdrawals. No Partner shall be
required to make any contribution to the Partnership beyond that required under
section 6.2. No Partner shall be entitled to withdraw any part of his capital
account or capital contributions or to receive any distributions from the
Partnership except as expressly provided in this agreement.
6.4 Additional Discretionary Capital Contributions. If the managing Partner
determines that additional funds are necessary or desirable for the business of
the Partnership, he may request additional capital contributions from all of the
Partners. Any such request for additional capital contributions shall be made in
writing to each Partner and shall set forth (i) the aggregate amount of
additional capital contributions requested from all the Partners; (ii) the
3
<PAGE>
proportionate share requested from each Partner (based on each Partner's
Percentage at the time of such request); and (iii) the due date for, and the
method and place of, payment (which shall be the same for each Partner). If, on
or before the due date for payment, one or more Partners does not make the
entire additional capital contribution that Partner is entitled to make, the
managing Partner shall notify the Partners who made their full additional
contribution and such Partners may make additional proportionate contributions
equal in the aggregate to the amount of the deficiency; successive requests may
be made if the entire deficiency is not contributed. The managing Partner shall
determine the terms upon which any such additional contributions are to be made,
which may include terms under which the Partner or Partners who contribute the
funds are granted preferred interests in the Partnership with respect to those
contributions (and the managing Partner shall have the right, without further
notice to or consent from any other Partner, to amend this agreement to reflect
the terms of those preferred interests).
6.5 No Liability for Capital Contributions. No Partner shall be personally
liable for the return of any portion of the capital contributions of any of the
Partners; the return of those capital contributions shall be made solely from
the assets of the Partnership. No Partner shall be required to pay to the
Partnership or any other Partner any deficit in any Partner's capital account
upon dissolution or otherwise. No
4
<PAGE>
Partner shall have the right to demand or receive property other than cash for
his interest in the Partnership.
6.6 No Interest. No Partner shall receive interest on that Partner's
capital contributions or capital account and, except as otherwise provided in
this agreement, no Partner shall be entitled to any payments or other
compensation for assuming personal liability for any debt or obligation of the
Partnership.
7. Rights and Duties of Partners
7.1 Managing Partner. The conduct and control of the Partnership's business
shall be the full and complete responsibility of the managing Partner alone. No
other Partner shall take any action in connection with the operation of the
Partnership's business.
7.2 Powers of Managing Partner. In addition to the powers given to him by
law or other provisions of this agreement, the managing Partner shall have full
power, in his sole discretion, to manage the Partnership's business and to take
all action that he considers necessary or desirable to carry out the purposes of
the Partnership, including, without limitation, the acquisition of shares of
American Medical Clinics, Inc.
7.3 Services of Managing Partner: Other Activities. The managing Partner
shall devote such time to the affairs of the Partnership as he may determine
necessary to
5
<PAGE>
conduct them properly. Any Partner (including the managing Partner) may engage
or have an interest in other business ventures of any kind, independently or
with others, and neither the Partnership nor any other Partner shall have any
rights in or to those independent ventures.
7.4 Change of Managing Partner. The other Partners may elect at any time,
by notice to the managing Partner, to terminate his designation as managing
Partner provided that they simultaneously designate another Partner to serve in
that capacity. The managing Partner may resign as such at any time. Upon the
resignation or death of the managing Partner, the other Partners promptly shall
designate a successor managing Partner. Any action by the other Partners under
this section shall require the agreement of a Majority in Interest of such
Partners.
7.5 No Partition, Sale or Appraisal. No Partner shall have the right to
require partition of any of the Partnership's property or to compel any sale or
appraisal of the Partnership's assets or any sale of a Partner's interest in the
Partnership's assets.
7.6 Fees and Expenses. No Partner shall receive any fee, salary or other
compensation for services to the Partnership in his capacity as a Partner.
However, the managing Partner shall be entitled to receive reimbursement from
the Partnership for reasonable expenses incurred by him on behalf of
6
<PAGE>
the Partnership. If any Partner shall loan money to the Partnership, the loan
shall be treated as a debt due from the Partnership to that Partner and shall be
repaid with interest at the rate determined when the loan was made.
8. Liabilities and Indemnification
Partners shall be liable for obligations of the Partnership in proportion
to their Percentages. If any Partner shall pay more than that Partner's
proportionate share (based upon such Percentage) in satisfaction of the
liabilities or obligations of the Partnership, that Partner shall be entitled to
reimbursement, on demand, from any Partner who has paid less than that Partner's
proportionate share. The amount of the reimbursement demanded from another
Partner may not exceed the difference between the amount paid by that other
Partner in satisfaction of those liabilities or obligations and that Partner's
proportionate share.
9. Bank Accounts
All funds of the Partnership shall be deposited in such bank account or
accounts as may be designated by the managing Partner.
10. Distributions, Income, Losses and Credits
10.1 Time of Distributions. Distributions of cash shall be made at the time
or times determined by the managing Partner, but at least once during each
fiscal year he shall cause the Partnership to distribute all cash held by the
7
<PAGE>
Partnership that he determines is not reasonably necessary for the operation of
the Partnership's business.
10.2 Allocation of Cash Distributions. All distributions of cash shall be
made among the Partners in proportion to their respective Percentages through
the fiscal year.
10.3 Income, Gains and Losses. All income, net gains and tax losses of the
Partnership, as determined for Federal income tax purposes, shall be allocated
to each Partner in proportion to their respective Percentages through the fiscal
year.
10.4 Change of Partners' Percentages. If there is a change in the
Percentages of the Partners during a fiscal year, the portion of the fiscal year
that ends with the date of the change and the portion of the fiscal year that
begins with the date of the change shall be treated as if they were separate
fiscal years. Cash distributions and the Partnership's income, gains and losses
shall be allocated to the separate fiscal years in proportion to the number of
days in each.
11. Fiscal Year and Reports
11.1 Fiscal Year. The Partnership's fiscal year shall be the calendar year
unless changed by the managing Partner.
8
<PAGE>
11.2 Books of Account. Complete and accurate books shall be kept at the
principal office of the Partnership (or at such other office as the managing
Partner may designate). The books of account shall be based on the cash or
accrual basis of accounting, as the managing Partner may determine, in
accordance with sound accounting practices and principles applied in a
consistent manner by the Partnership; all methods of accounting and treatment of
particular transactions reflected on these books shall be in accordance with the
methods of accounting employed for Federal income tax purposes.
11.3 Reports. Within a reasonable time after the end of each fiscal year,
there shall be delivered to each Partner a balance sheet and profit and loss
statement of the Partnership for that fiscal year, which need be audited only if
managing Partner so determines. As soon as practicable after the end of each
fiscal year, there shall be delivered to each Partner a copy of Schedule K-1 to
the Partnership's Federal income tax return for that year in a form sufficient
to enable each Partner to determine his share for Federal income tax purposes of
all items of income, loss and credit.
12. Transfers of Partnership Interests
A Partner may not withdraw from the Partnership. The interest of a Partner
may not be assigned, pledged, encumbered, sold or otherwise disposed of, and no
Partner shall have the right to assign the right to receive Partnership
9
<PAGE>
distributions, unless such assignment, pledge, encumbrance, sale or other
disposition is consented to in writing.
13. Dissolution and Liquidation of Partnership
13.1 Dissolution Prior to Expiration of Term. The Partnership shall be
dissolved prior to expiration of its term (a) if a Majority in Interest of the
Partners agree in writing to dissolve the Partnership or (b) if required by the
Delaware Partnership Law.
13.2 Liquidation and Distribution of Assets. Upon dissolution of the
Partnership, the Partners shall proceed to sell or otherwise liquidate the
assets of the Partnership within a reasonable time and, after paying or making
due provision or all liabilities to creditors of the Partnership, shall
distribute the assets among the Partners in accordance with the provisions for
the making of distributions set forth in section 10.2 of this agreement.
13.3 Termination. The Partnership shall terminate when all property owned
by the Partnership shall have been disposed of and the assets, after payment of
or due provision for liabilities to Partnership creditors, shall have been
distributed among the Partners as provided in this agreement. The Partners shall
then execute and cause to be filed any certificate required by law to effectuate
or give notice of the dissolution of the Partnership.
10
<PAGE>
14. Power of Attorney.
Each party to this agreement irrevocably appoints the managing Partner to
be his true and lawful attorney-in-fact, with full power and authority in his
name, place and stead and with full power of substitution, (a) to take any
action permitted to be taken as attorney-in-fact pursuant to this agreement, and
(b) to make, execute, verify, consent to, swear to, make oath as to,
acknowledge, publish, record and file all of the following:
(a) Such documents and instruments as may be necessary or appropriate to
carry out the provisions, purposes and intent of this agreement;
(b) Any certificate, consent, or other instrument which may be required to
be filed by the Partnership or the managing Partner under the law of any state
or other jurisdiction;
(c) Any and all amendments to or modifications of the instruments described
in subparagraphs (a) or (b) hereof, provided that each such amendment of the
agreement is adopted in accordance with the terms thereof;
(d) Any and all certificates and other instruments that may be required to
effectuate the dissolution and termination of the Partnership pursuant to the
provisions, purposes and intent of this agreement; and
(e) All such other instruments as the managing Partner may deem necessary
or desirable fully to carry out the provisions, purposes and intent of this
agreement. It is expressly understood and intended by each party to this
agreement
11
<PAGE>
that the power of attorney hereby granted is coupled with an interest and
irrevocable; this power of attorney shall survive the death or incapacity of the
party or the assignment of such party's partnership interest or any part
thereof.
15. Miscellaneous
15.1 Notices. Unless otherwise specified in this agreement, all notices,
demands, elections, requests, or other communications that any party to this
agreement may desire or be required to give hereunder shall be in writing and
shall be given by personal delivery, facsimile transmission or mailing the same
by registered or certified mail, postage prepaid, return receipt requested,
addressed as follows:
(a) To the managing Partner, at the principal place of business of the
Partnership specified in section 2, or at such other address as may be
designated by the managing Partner by notice given as provided in this section
to all of the Partners.
(b) To any of the other Partners, at their respective addresses as may be
designated by them by notice given as provided in this section to all the
Partners.
(c) To any person who hereafter becomes a Partner of the Partnership, at
such address as may be designated by him by notice given to the Partnership as
provided in this subsection.
All notices given as provided in this section shall be deemed to have been
given or served on the date
12
<PAGE>
received. A return receipt obtained by the Post Office authorities at the
request of the sender shall be conclusive as to the fact of receipt of any
notice delivered by mail.
15.2 Amendments. Any amendments to this agreement shall require the prior
written consent of a Majority in Interest of the Partners.
15.3 Captions. All section and article titles or captions contained in this
agreement and the table of contents are for convenience only and shall not be
deemed a part of this agreement.
15.4 Counterparts. This agreement may be executed in counterparts, each of
which shall constitute an original and all of which, when taken together, shall
constitute one agreement.
15.5 Governing Law. This agreement is made pursuant to the provisions of
the Partnership Law of the State of Delaware and shall be construed accordingly.
15.6 Successors and Assigns. This agreement shall be binding upon the
parties hereto and their respective successors, executors, administrators, legal
representatives, heirs and assigns and shall inure to the benefit of the parties
hereto and, except as otherwise provided herein, their respective successors,
executors, administrators, legal representatives, heirs and assigns.
13
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this agreement as of
the day and year first above written.
/s/ Dennis A. Sokol
----------------------------------
Dennis A. Sokol
/s/ Sarah Sokol Yeterian
----------------------------------
Sarah Sokol Yeterian
/s/ Robert Alexander Sokol
----------------------------------
Robert Alexander Sokol
/s/ Jacob Matthew Sokol
----------------------------------
Jacob Matthew Sokol
/s/ Heidi Michelle Sokol
----------------------------------
Heidi Michelle Sokol
/s/ June M. Sokol
----------------------------------
June M. Sokol
<PAGE>
EXHIBIT A
TO
PARTNERSHIP AGREEMENT
OF
SAJH PARTNERS
Initial Cash
Capital
Partner's Name and Address Contribution ($) Percentage
- -------------------------- ---------------- ----------
Dennis A. Sokol $ 662.50 1%
Sarah Sokol Yeterian 13,250.00 20%
Robert Alexander Sokol 13,250.00 20%
Jacob Matthew Sokol 13,250.00 20%
Heidi Michelle Sokol 13,250.00 20%
June M. Sokol 12,587.50 19%
Totals $66,250.00 100%
<PAGE>
AMENDMENT
TO
GENERAL PARTNERSHIP AGREEMENT
OF
SAJH PARTNERS
AMENDMENT to General Partnership Agreement dated August ___, 1997 among
DENNIS SOKOL, SARAH SOKOL YETERIAN, ROBERT ALEXANDER SOKOL, JACOB MATTHEW SOKOL,
HEIDI MICHELLE SOKOL and JUNE M. SOKOL (collectively the "Partners" and
individually as a "Partner").
R E C I T A L S:
A. The Partners heretofore entered into a General Partnership Agreement
dated August 31, 1994 (the "Agreement").
B. The Partners desire to amend the Agreement to change the manner in which
the Managing Partner may be removed, to provide a reasonable salary for the
Managing Partner, to limit liability of any Partner for mistakes or errors in
judgment made in good faith and to provide for indemnification of Partners and
others acting on behalf of the Partnership.
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter contained, the parties hereto agree as follows:
1. All terms contained in this Amendment, unless otherwise defined herein,
shall, for all the purposes hereof, have the same meaning ascribed to them in
the Agreement.
2. Section 7.4 of the Agreement as it now reads shall be stricken and the
following be substituted therefor:
"7.4 Change of Managing Partner. The Managing Partner may be removed
upon the unanimous written consent or unanimous affirmative vote of the
Partners. However, before such removal is effective and simultaneously with
such removal, a successor Managing Partner must be elected by a majority in
interest of the Partners. The Managing Partner may resign as such at any
time. Upon the resignation or death of the Managing Partner, the other
Partners promptly shall elect by a majority in interest of the Partners a
successor Managing Partner."
<PAGE>
3. Section 7.6 of the Agreement as it now reads shall be stricken and the
following substituted therefor:
"7.6 Salary and Expenses. The Managing Partner shall receive annually
a reasonable salary for services rendered to the Partnership which shall be
in addition to his distribution of cash and allocation of income, net gains
and tax losses as provided hereinafter in Section 10. The compensation for
the Managing Partner shall be reviewed periodically and adjusted
appropriately. Moreover, the Managing Partner shall be entitled to receive
reimbursement from the Partnership for reasonable expenses incurred by him
on behalf of the Partnership. If any Partner shall loan money to the
Partnership, the loan shall be treated as a debt due from the Partnership
to that Partner and shall be repaid with interest at the rate determined
when the loan was made."
4. The following Sections 7.7, 7.8 and 7.9 shall be added to the Agreement:
"7.7 Liability. No Partner shall incur any liability for any mistakes
or errors in judgment made in good faith and in the exercise of due care in
connection with the Partnership business. No Partner shall be deemed to
have violated any of the provisions of this Partnership Agreement for any
such mistakes or errors in judgment."
"7.8 Indemnification of Partners. The Partnership shall promptly
indemnify each Partner for payments reasonably made and liabilities
reasonably incurred by such Partner in the ordinary conduct of Partnership
business or for the preservation of its business or property."
"7.9 Indemnification in General. The Partnership shall indemnify, to
the full extent permitted by law, any person who is made, or threatened to
be made, a party to any action, suit or proceeding (whether civil,
criminal, administrative or investigative) by reason of the fact that such
person, or his or her testator or intestate, is or was a Managing Partner,
employee or agent of the Partnership or serves or served any other
enterprise at the request of the Partnership."
2
<PAGE>
5. Except as amended by this Amendment, the Agreement and all covenants,
agreements, terms and conditions thereof shall remain in full force and effect
and are hereby in all respects ratified and confirmed.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the day and year first above written.
/s/ Dennis A. Sokol
----------------------------------
DENNIS A. SOKOL
/s/ Sarah Sokol Yeterian
----------------------------------
SARAH SOKOL YETERIAN
/s/ Robert Alexander Sokol
----------------------------------
ROBERT ALEXANDER SOKOL
/s/ Jacob Matthew Sokol
----------------------------------
JACOB MATTHEW SOKOL
/s/ Heidi Michelle Sokol
----------------------------------
HEIDI MICHELLE SOKOL
/s/ June M. Sokol
----------------------------------
JUNE M. SOKOL
3
