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| THIS DOCUMENT IS A COPY OF THE FORM 8-K FILED ON MARCH 10, 1995 |
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 15, 1995
OMNICORP LIMITED
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(Exact name of registrant as specified in its charter)
Delaware 2-83862-N.Y. 13-3103111
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(State or other (Commission (IRS Employer
jurisdiction of File No.) Identification No.)
incorporation)
250 Park Avenue, New York, New York 10177
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 687-0080
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(Former name or former address, if changed since last report)
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ITEM 2. Acquisition or Disposition of Assets.
On February 15, 1995, Omnicorp Limited, a Delaware corporation (the
"Company"), sold all of the issued and outstanding capital stock (the "Argyll
Stock") of its wholly-owned subsidiary, Argyll Environmental Services, Inc., a
New Jersey corporation (formerly known as American Industrial Marine Services,
Inc.) ("Argyll"), to Homer Hess ("Buyer"). Argyll conducts a broad
environmental service business specializing in industrial maintenance, oil and
hazardous material spill response, hazardous water transportation and site
remediation.
The purchase price for the Argyll stock was $250,000 and was paid by
delivery to the Company of a Mortgage Note (the "Mortgage Note") dated
February 15, 1995, executed by Buyer and Argyll, in the principal amount of
$250,000. Interest on the Mortgage Note at the rate of eight percent (8%) per
annum, is payable quarterly commencing on the first anniversary of the Mortgage
Note. Thereafter, interest and principal are payable quarterly, with all
unpaid principal and accrued interest becoming payable on July 15, 1997. The
purchase price was arrived at by negotiation of the parties.
Payment of the Mortgage Note is secured by a first mortgage on certain
real property and improvements owned by Argyll and located in Plainfield, New
Jersey. Such mortgage may, at Buyer's option, be made subordinate to a single
mortgage in an amount not to exceed $200,000 which may be given by Argyll to a
third party mortgagee. Payment of the Mortgage Note is further secured by the
grant of a security interest in Argyll's accounts, accounts receivable,
contract rights and other general intangibles and forms of obligations relating
to accounts.
Simultaneously with the completion of the sale of the Argyll Stock,
Buyer, in order to secure payment by Argyll to the Company of a certain
intercompany receivable, delivered to the Company his demand promissory note in
the principal amount of $163,012 (the amount of the intercompany receivable).
Such note bears interest at the rate of eight percent (8%) per annum, interest
being payable quarterly commencing May 15, 1995.
The closing of the purchase and sale of the Argyll stock marks the
completion of the Company's previously announced restructuring and the
withdrawal of the Company from the environmental service business. Hereafter,
the Company intends to focus its efforts on its tire recycling business, the
sale of pyrolysis machines and the development and sale of other proven
environmental technologies.
ITEM 7. Financial Statements, Pro-Forma Financial Information and Exhibits
(a) Financial Statements.
None.
(b) Pro-Forma Financial Information.
Since the acquisition of Argyll (as well as the disposition of
Argyll described in Item 2 above) occurred after the date of the Company's most
recent audited financial statements (for the year ended December 31, 1993), the
information appearing in such financials did not reflect the Company's
ownership of Argyll. Accordingly, pro forma financial information reflecting
the disposition of Argyll has not been included with this filing.
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(c) Exhibits.
(c)(1) Contract for Sale of All of the Outstanding Shares of
Argyll Environmental Services, Inc. f/k/a American
Industrial Marine Services, Inc. (Schedules and
Exhibits omitted). <F1>
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<F1> The Company shall furnish all omitted schedules and exhibits to the
Contract for Sale of All of the Outstanding Shares of Argyll Environmental
Services, Inc. f/k/a American Industrial Marine Services, Inc., dated February
15, 1995, by and between Omnicorp Limited and Homer Hess, upon the request of
the Securities and Exchange Commission.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
OMNICORP LIMITED
By: /s/ Thomas Forrest
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Thomas Forrest,
Chairman of the Board
and Chief Executive Officer
Date: March 9, 1995
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EXHIBIT 2
CONTRACT FOR SALE OF ALL OF THE OUTSTANDING SHARES
OF
ARGYLL ENVIRONMENTAL SERVICES, INC.
f/k/a
AMERICAN INDUSTRIAL MARINES SERVICES, INC.
AGREEMENT made February 15, 1995 between Omnicorp Limited, a Delaware
corporation, (the "Seller") and Homer Hess, (the "Buyer").
The parties have reached an understanding with respect to the sale and
purchase of all the outstanding corporate shares of Argyll Environmental
Services, Inc., a New Jersey corporation (f/k/a American Industrial Marine
Services, Inc.) engaged in environmental contracting, (the "Company").
It is therefore agreed:
1. Sale of corporate shares. The Seller shall sell to the Buyer, at the
purchase price of $250,000.00, 700 shares of common stock, of no par value per
share, which represent all of the issued and outstanding shares of the Company
on the date hereof. The purchase price will be paid as follows:
(a) At the time of closing, Buyer and the Company will give Seller a note
in the principal amount of $250,000.00 with interest thereon at the annual rate
of eight (8) percent (hereinafter, the "Note"). The Note will provide for the
first payment of accrued interest on the unpaid principal balance of the Note,
to become due and payable one year from the date of its execution. Thereafter,
Buyer will make payments of principal in the amount of 44,785.52, along with
accrued interest, on the fifteenth day of each quarter thereafter ( the
"fifteenth day of each quarter" being defined as each February, May, August or
November 15th) with all principal and accrued but unpaid interest becoming
immediately due and payable on the 15th day of the thirtieth month following
the execution of the Note.
(b) As security for the Note more particularly described in paragraph 7(b)
of this Contract, at the time of closing, the Company will give Seller a
mortgage upon that parcel of property commonly known as 1620 South Second
Street, Plainfield, New Jersey, in the principal amount of $250,000.00
(hereinafter, the "Mortgage"). The Mortgage will be a first mortgage lien upon
the property identified therein, which, at the option of the Buyer, can be made
subordinate to a single mortgage not to exceed $200,000.00 which may be given
by the Company to a third-party, institutional mortgagee (a "third-party,
institutional mortgagee" being defined as (i) a national or state chartered
bank or (ii) an institution whose principal business is commercial mortgage
lending and in which the Buyer or any of his family members hold ten (10)
percent or less of the total issued shares of stock or other ownership
interest); or (iii) in the discretion of the Seller, a private investor who
provides the Company with bona fide, monetary consideration (which
consideration will be invested by Company in itself) for the grant of such a
mortgage.
(c) As further security for the Note, at the time of closing, the Company
will execute a security agreement and UCC-1 financing statement in favor of
Seller to perfect a security interest in all present and future accounts
receivable, accounts, and contracts of the Company, subject only to prior,
perfected security interests existing at the time of closing.
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(d) The Buyer or Company, as the case may be, will execute such other
documents at the time of closing necessary to create or perfect the Note,
Mortgage, security agreement or UCC-1 financing statement, as the Seller may
reasonably request.
2. Closing. The closing of the sale shall take place at Gindin & Linett,
P.C., 1170 Route 22 East, Bridgewater, New Jersey at 3:00 p.m. on February 15,
1995. At the closing, Seller shall deliver to the Buyer, free and clear of all
encumbrances, certificates, endorsed for transfer, for the shares which it is
required to sell in negotiable form. Upon such delivery, the Buyer shall
deliver to Seller the consideration set forth in this Contract.
3. Representations and warranties.
(a) Organization and standing of company. The Seller represents and
warrants that the Company is a corporation duly organized, validly existing,
and in good standing under the laws of New Jersey. Copies of the Company's
Certificate of Incorporation, and all amendments thereof to date, certified by
the Secretary of State of New Jersey, and of the Company's Bylaws as amended to
date, certified by the Company's Secretary, have been delivered to the Buyer or
will be delivered to the Buyer at the time of closing, and are complete and
correct as of the date of this agreement.
(b) Capitalization. The Seller represents and warrants that the aggregate
number of shares which the Company is authorized to issue is 2,100 shares, of
which 700 shares are issued and presently outstanding. All such issued shares
have been validly issued and are fully paid and nonassessable. The Company has
no outstanding subscriptions, contracts, options, warrants, or other
obligations to issue, sell, or otherwise dispose of, or to purchase, redeem or
otherwise acquire any of its shares.
(c) Share ownership. Seller represents and warrants that it is the owner,
free and clear of any encumbrances, of the number of the Company's common
shares set forth in paragraph 1 hereof. Seller has full right and authority to
transfer said shares to Buyer, and there are no other shares of the Company
owned or claimed by any other person or entity.
(d) Financial statements. The Seller has delivered to the Buyer copies of
the following financial statements, all of which are true and complete and have
been prepared in accordance with generally accepted accounting principles
consistently followed throughout the period indicated: (i) balance sheets of
the Company as of December 31, 1994 (the "Balance Sheet"), internally prepared,
unaudited, which present a true and complete statement, as of its date, of the
Company's condition, financial and otherwise; and (ii) statements of the
Company's profit and loss accounts (including, without limitation, all taxable
income of every nature), and of its surplus for the calendar years April 1,
1994 through December 31, 1994, internally prepared, unaudited, each of which
accurately presents the results of the Company's operations for the period
indicated, which balance sheet is attached hereto as Schedule "A".
(e) Absence of undisclosed liabilities. The Seller, to the best of its
knowledge, represents and warrants that except to the extent reflected or
reserved against in the Company's Balance Sheet, and as otherwise disclosed
herein, the Company as of December 31, 1994, had no liabilities of any nature,
whether accrued, absolute, contingent, or otherwise, including, without
limitation, tax liabilities due or to become due, and whether incurred in
respect of or measured by the Company's income for any period prior to December
31, 1994, or arising out of transactions entered into, or any state of facts
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existing, prior thereto. Seller represents and warrants that it does not know
or have reasonable grounds to know of any basis for the assertion against the
Company, as of December 31, 1994, of any liability of any nature or in any
amount not fully reflected or reserved against in the Balance Sheet or as
otherwise set forth herein and as set forth on Schedule "B" attached. Further,
there is a Security Agreement from the Company to Global Spill Management, Inc.
("GSM") granting to GSM a security interest in certain property of the company
more specifically described in said security agreement (which is attached
hereto as Schedule "B1"), which security agreement secures an obligation due
and owing from Seller to GSM in the principal amount of $110,000.00. Seller's
failure to pay any obligation which is secured by that security agreement may
result in the Company's loss of the property and assets identified therein.
(f) Absence o certain changes. The Seller represents and warrants that
unless otherwise set forth herein or in any document referenced by this
Contract, since December 31, 1994, there has not been (i) any change in the
Company's financial condition, assets, liabilities, or business, other than
changes in the ordinary course of business, none of which has been materially
adverse except as set forth in Schedule "C " attached hereto and made a part
hereof; (ii) any damage, destruction or loss, whether or not covered by
insurance, materially and adversely affecting the Company's properties or
business; (iii) any declaration, or setting aside, or payment of any dividend
or other distribution in respect of the Company's shares, or any direct or
indirect redemption, purchase or other acquisition of any such shares; (iv) any
increase in the compensation payable or to become payable by the Company to any
of its officers, employees or agents, or any bonus payment or arrangement made
to or with any of them; or (v) any labor trouble, or any event or condition of
any character, materially and adversely affecting the Company's business or
prospects.
(g) Litigation. Except for suits of a character incident to the normal
conduct of the Company's business and involving not more than $5,000 in
aggregate, there is no litigation or proceeding pending, or to the Seller's
knowledge threatened, against or relating to the Company, its properties, or
business, nor does the Seller know or have reasonable grounds to know of any
basis for any such action, or of any governmental investigation relative to the
Company, its properties, or business, except as otherwise set forth herein; to
wit: (i) A claim by the Company against Greyrock, Inc., for possession of two
(2) vactors under a certain lease from KEI, Inc., to Greyrock, which lease, the
Company contends, was assigned by KEI, Inc. to the Company with Greyrock's
consent. If the Company is not successful in this suit, it can lose possession
of the vactors which loss can have a negative impact upon the Company's
business; (ii) an investigation of the Company's pending New Jersey A-901
license by the State of New Jersey, Department of Environmental Protection,
which may or may not result in the grant of said license and/or the imposition
of fines and penalties, a more complete description of the same being attached
hereto as Schedule "D"; and, (iii) Seller shall use its best efforts to assist
Buyer in these two matters upon Buyer's reasonable request for information
and/or testimony; (iv) claim by F. Paul Laubner, Esq. more specifically
described in Schedule "E" attached; and, (v) as otherwise set forth in Schedule
"F" attached.
(h) Title to properties. The Seller represents and warrants that the
Company has good and marketable title to all its properties and assets, real
and personal, including those reflected in the Balance Sheet (except as since
sold or otherwise disposed of in the ordinary course of business), subject to
no security interests, mortgages, pledges, liens, encumbrances, or charges
except for liens shown on the Balance Sheet or of public record and except for
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minor imperfections of title and encumbrances, if any, which are not
substantial in amount, do not materially detract from the marketability or the
value of the properties subject thereto, or materially impair the Company's
operations, and have arisen only in the ordinary course of business. The Buyer
represents that Buyer and/or Buyer's counsel and other representatives, has
performed investigations of the Company's real and personal properties and
assets and has found the same satisfactory.
(i) Condition of buildings, real properties and equipment. The Buyer
represents that he (and/or Buyer's counsel, accountants, engineers, and other
representatives) has performed inspections of the Company's buildings, real
properties, fixtures, equipment, machinery and furniture and has found the same
in satisfactory condition. THE PROPERTY IS SOLD "AS IS" AND THERE ARE NO OTHER
WARRANTIES OR REPRESENTATIONS FROM THE SELLER UNLESS OTHERWISE SET FORTH
HEREIN. Seller has obtain a Industrial Site Remediation Act letter of non-
applicability from the New Jersey Department of Environmental Protection, dated
February 14, 1995, a copy of which is attached as Schedule "G".
(j) Accounts receivable. The Seller has delivered to the Buyer a true and
complete list of the Company's accounts receivable as of December 31, 1994.
(k) Contracts. The Seller has made a contract for the sale of certain
real property owned by Company to GSM, which contract is attached hereto as
Schedule "H". The closing of this transaction can result in a payment of
$90,000.00 towards the amounts due under the Omni Note. Accordingly, Buyer has
executed today a deed, affidavit of title and corporate resolution to affect
the transfer of this property pursuant to said contract. These documents will
be held by Seller in escrow until the sale is closed; however, if said sale is
not closed within one year from the date hereof said escrow documents will be
returned to Buyer upon Buyer's demand. Buyer agrees to cooperate in the
closing this sale by signing any documents necessary to affect the same within
five (5) days' of Seller's written request. The Seller represents and warrants
that the Company has no contract or commitment extending beyond December 31,
1995, or involving payment by the Company of more than $5,000.00 except as
otherwise set forth herein or in any of the documents referenced herein and as
set forth in Schedule "H1" attached.
(l) Directors and officers; banks. The Seller represents that (i) the
Company's directors and officers are set forth on Schedule "I" attached; and,
(ii) each bank where the Company maintains any account or safe deposit box, and
the persons authorized to draw thereon or to have access thereto are set forth
on Schedule "J" attached.
(m) Disclosure. No representation or warranty by the Seller in this
agreement, nor any statement or certificate furnished or to be furnished to the
Buyer pursuant hereto, or in connection with the transactions contemplated
hereby, contains or will contain any untrue statement of a material fact, or
intentionally omits or will omit to state a material fact necessary to make the
statements contained herein or therein not misleading. THERE ARE NO OTHER
REPRESENTATIONS OR WARRANTIES OF THE SELLER, EXPRESS OR IMPLIED, OTHER THAN
THOSE CONTAINED IN THIS CONTRACT. BUYER HAS OTHERWISE RELIED UPON HIS AND/OR
HIS COUNSEL'S, ENGINEER'S, ACCOUNTANT'S OR OTHER REPRESENTATIVE'S
INVESTIGATIONS OF THE COMPANY, BEFORE AND DURING THE EXECUTION OF THIS CONTRACT
AND WILL CONTINUE TO DO SO THROUGH THE CLOSING.
(n) Buyer able to close. Buyer represents that he knows of no
restrictions against his purchase of the corporate shares identified herein and
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that he is able to perform all of his obligations and duties as provided in
this Contract.
(o) American Industrial Marine Services of Pennsylvania, Inc. ("AIMS PA").
The Company owns all the shares of AIMS PA, a Pennsylvania corporation.
4. Access and information. The Seller shall cause the Company to give to the
Buyer and Buyer's counsel, accountants, engineers, and other representatives
full access, during normal business hours throughout the period prior to the
closing, to all of the Company's properties, books, contracts, commitments, and
records, and shall furnish the Buyer during such period with all such
information concerning the Company's affairs as the Buyer reasonably may
request.
5. Company personnel. At the closing:
(a) Changes. The Seller shall make available to the Buyer, unless
otherwise requested by it, the written resignations of the Company's directors
and officers, which are attached as Schedule "K", and Buyer shall hold a
meeting of all shareholders for the purpose of electing Buyer as the Company's
President and Secretary (or such other person who will accept such title upon
his nomination and election by the shareholders of the Company) or cause to be
taken, such action as the Buyer may request with respect to changes in
directors and officers.
(b) Employment contracts. The Seller shall deliver to Buyer at the time
of closing a list of all the Company's employees and their rate of
compensation. As of this date, the Company has an agreement with Local No. 11,
affiliated with the International Brotherhood of Teamsters, dated March 4,
1994, a copy of which is attached hereto as Schedule "L" and made a part
hereof.
6. The Intercompany Debt.
(a) There is a note payable by the Company to Seller dated March 31, 1994
having a balance of $1,779,371.76 as of December 31, 1994. Seller
will mark this note as "paid" in forgiveness of debt at the time of
closing.
(b) There are sums due from the Company to Seller for working capital
supplied by Seller, all as is reflected in the internally prepared balance
sheets attached as Schedule "A", totalling $163,012.00 as of December 31, 1994.
At the time of closing, the Company will execute a Note to the Seller
(hereinafter, the "Omni Note") providing for the repayment of this obligation,
in that amount, on Seller's demand, with interest thereon at the rate of 8
percent per annum. Accrued interest will be paid quarterly. The Omni Note
will be secured by the Mortgage referred to in paragraph 1(b) as well as the
security agreement referred to in paragraph l(c).
7. 1993 Ford Explorer. Subsequent to the execution of this Contract and prior
to closing, Seller will take possession from the Company of a 1993 Ford
Explorer motor vehicle having a vehicle identification number of
1FTEF25N4PNA18146. The consideration for this purchase will be Seller's
assumption of the capital lease for this motor vehicle.
8. Post Closing Audit. Subsequent to the closing, Seller, at its option and
own expense, will cause a certified audit of the Company to be conducted for
the period ended December 31, 1994. Buyer will cause the Company to deliver to
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Seller or its agents and/or representatives all books and records which Seller
may deem necessary for this purpose, including those from January 1, 1995 to
the date of closing. The certified audit will be conducted solely for the
Seller's use and is being performed by Seller as part of its regulatory
reporting requirements as a publicly traded company.
9. Buyer's Indemnification. The Buyer (and/or his counsel, representatives,
employees, accountants or other professionals) has performed his own
investigation of the Company's financial condition, of its corporate records,
of its pending or threatened litigation and/or claims, and of the Company's
title to and condition of all its property and assets as of the date of this
Contract. The Buyer (and/or his counsel, representatives, employees,
accountants or other professionals) has received from the Seller or the
Company, as the case may be, all information, documents or data necessary to
allow the Buyer (and/or his counsel, representatives, employees, accountants or
other professionals) to perform the above investigation to Buyer's
satisfaction. The Buyer recognizes that the quality of or the condition of the
Company, its corporate authority and its title to its property as reported
herein or as reported in the documents referenced herein may be deleteriously
affected by certain events, liabilities, pending or threatened litigation
and/or liabilities which the Seller or Company has herein disclosed or does not
know or have reasonable grounds to know of as of December 31, 1994, and holds
the Seller, its officers, directors, employees, representatives, accountants,
attorneys and subsidiaries harmless at all times after the date of this
agreement, against and in respect of:
(a) Liabilities. All liabilities of the Company of any nature, whether
accrued, absolute, contingent, or otherwise, existing at the time of closing,
whether or not reflected or reserved against in full in the Company's Balance
Sheet or herein, including, without limitation, any tax liabilities accrued in
respect of, or measured by the Company's income for any period prior to
December 31, 1994, or arising out of transactions entered into, or any state of
facts existing, prior to such date.
(b) Interim liabilities. All liabilities of, or claims against, the
Company arising out of the conduct of the Company's business between
December 31, 1994, and the closing.
(c) Accounts receivable. Any nonpayment on demand, when due, following
the closing, on any of the accounts receivable of the Company.
(d) Incidental expenses. All actions, suits, proceedings, demands,
assessments, judgments, costs, attorneys fees, and expenses incident to any of
the foregoing.
10. Brokerage. The parties represent and warrant that all negotiations
relative to this agreement have been carried on by them directly with each
other, without the intervention of any person, and the defaulting party
hereunder shall indemnify and hold the other harmless against and in respect of
any claim for brokerage or other commissions relative to this agreement, or to
the transactions contemplated hereby, and also in respect of all expenses of
any character incurred by the defaulting party in connection with this
agreement or such transactions.
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11. Purchase for investment. The Buyer represents that its purchase hereunder
is being made for its own account for investment, and with no present intention
of resale. All stock certificates presenting the shares purchased under this
agreement shall be endorsed with the following restrictive legend:
The Shares represented by this certificate have not been
registered under the Securities Act of 1933, and said Shares
may not be offered or sold and no transfer will then be made
by the Company or its transferee except in compliance with the
Securities Act of 1933 and the rules and regulations
promulgated thereunder.
Buyer represents that it will hold Seller harmless at all times after the date
of this agreement, against and in respect of all liabilities of the Company
and/ or the Buyer of any nature, whether accrued, absolute, contingent, or
otherwise, existing at the time of closing, arising out of this transaction's
violation of the Securities Act of 1933, as amended.
12. Nature and survival of representations - Entire Agreement. All statements
contained in any certificate or other instrument delivered by or on behalf of
the Seller pursuant hereto, or in connection with the transactions contemplated
hereby, shall be deemed representations and warranties by the Seller hereunder.
All representations, warranties, and agreements made by the Seller or Buyer in
this Contract survive the closing. This Contract and the agreements and
documents referenced herein, constitute the entire agreements between the
parties and there are no other agreements, written, oral or implied, between
them.
13. Benefit. This agreement shall be binding upon, and inure to the benefit
of, the respective legal representatives of the Seller and Buyer. Without
limiting the foregoing, the Company's rights hereunder may be enforced by it in
its own name.
14. Construction. This agreement is being delivered and is intended to be
performed in the State of New Jersey, and shall be construed and enforced in
accordance with the laws of that state.
15. Notices. All notices, requests, demands, and other communications
hereunder shall be in writing, and shall be deemed to have been duty given if
delivered or mailed, first class postage prepaid, if to Seller, at 250 Park
Ave., New York City, NY, 10177 and to Donald S. Maurice, Jr., Gindin & Linett,
P.C., 1170 Route 22 East, Bridgewater, NJ, 08807 or at such other address as he
may have furnished to the Buyer in writing, or if to the Buyer at 76 Yellowood
Drive, Downingtown, PA 19335.
16. Counterparts. This agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
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In witness whereof the parties have duly executed this agreement.
Corporate Seal
Attest: Omnicorp Limited Seller
Seller
/s/ Thomas Wilkins By: /s/ Thomas Wilkins
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THOMAS WILKINS, CFO THOMAS WILKINS, CFO
/s/ Homer Hess
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HOMER HESS, Buyer
/s/ Donald S. Maurice
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DONALD S. MAURICE \R Witness
