UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 7)
United Foods, Inc.
- --------------------------------------------------------------------------------
(NAME OF ISSUER)
Class A and Class B Common Stock
- --------------------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
910365 30 3
910365 10 5
- --------------------------------------------------------------------------------
(CUSIP NUMBER)
James I. Tankersley
Ten Pictsweet Drive
Bells, Tennessee 38006-0119
(901) 422-7600
- --------------------------------------------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
September 16, 1998
- --------------------------------------------------------------------------------
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
(Continued on following page(s))
Page 1 of 18 Pages
Exhibit Index: Page 16
<PAGE>
SCHEDULE 13D
CUSIP No. 910365 303
910365 10 5
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
James I. Tankersley
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
NUMBER OF 1,221,328 Class A Common Stock
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,221,328 Class A Common Stock
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,221,328 Class A Common Stock. These shares represent
Class B Common Stock of the Company which is convertible
into Class A Common Stock on a one for one basis.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.8% Class A Common Stock
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 910365 303
910365 10 5
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
James I. Tankersley
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
NUMBER OF 1,221,328 Class B Common Stock
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,221,328 Class B Common Stock
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,221,328 Class B Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.1% Class B Common Stock
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 910365 303 Page 2 of 13 Pages
910365 10 5
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Daniel B. Tankersley
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
/ /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
NUMBER OF 712,176 Class A Common Stock.
SHARES 312,783 of these shares represent
BENEFICIALLY Class B Common Stock of the Company
OWNED BY which is convertible into Class A
EACH REPORTING Common Stock on a one for one
PERSON basis.
WITH
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
712,176 Class A Common Stock.
312,783 of these shares represent
Class B Common Stock of the
Company which is convertible into
Class A Common Stock on a one for
one basis.
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
712,176 Class A Common Stock. 312,783 of these shares represent Class B Common
Stock of the Company which is convertible into Class A Common Stock on a one for
one basis.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.3% Class A Common Stock
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 910365 303
910365 10 5
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Daniel B. Tankersley
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
312,783 Class B Common Stock
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON 9 SOLE DISPOSITIVE POWER
WITH 312,783 Class B Common Stock
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
312,783 Class B Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5% Class B Common Stock
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 910365 303
910365 10 5
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Darla T. Darnall
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
NUMBER OF 440,871 Class A Common Stock
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 440,871 Class A Common Stock
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
440,871 Class A Common Stock. These shares represent
Class B Common Stock of the Company which is
convertible into Class A Common Stock on a one for
one basis.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.4% Class A Common Stock
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 910365 303
910365 10 5
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Darla T. Darnall
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
NUMBER OF 440,871 Class B Common Stock
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 440,871 Class B Common Stock
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
440,871 Class B Common Stock.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.5% Class B Common Stock
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 910365 303
910365 10 5
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Kelle T. Northern
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
NUMBER OF 440,871 Class A Common Stock
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 440,871 Class A Common Stock
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
440,871 Class A Common Stock. These shares represent
Class B Common Stock of the Company which is convertible
into Class A Common Stock on a one for one basis.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.4% Class A Common Stock
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 910365 303
910365 10 5
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Kelle T. Northern
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
NUMBER OF 440,871 Class B Common Stock
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 440,871 Class B Common Stock
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
440,871 Class B Common Stock.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.5% Class B Common Stock
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 910365 303
910365 10 5
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
James W. Tankersley
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
NUMBER OF 440,871 Class A Common Stock
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 440,871 Class A Common Stock
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
440,871 Class A Common Stock. These shares represent
Class B Common Stock of the Company which is convertible
into Class A Common Stock on a one for one basis.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.4% Class A Common Stock
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 910365 303
910365 10 5
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
James W. Tankersley
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
NUMBER OF 440,871 Class B Common Stock
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 440,871 Class B Common Stock
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
440,871 Class B Common Stock.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.5% Class B Common Stock
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 910365 303
910365 10 5
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Edna W. Tankersley
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
NUMBER OF 9,474 Class A Common Stock
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 9,474 Class A Common Stock
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
9,474 Class A Common Stock. These shares represent Class
B Common Stock of the Company which is convertible into
Class A Common Stock on a one for one basis.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
*
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 910365 303
910365 10 5
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Edna W. Tankersley
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
NUMBER OF 9,474 Class B Common Stock
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 9,474 Class B Common Stock
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
9,474 Class B Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
*
14 TYPE OF REPORTING PERSON
IN
<PAGE>
ITEM 1. SECURITY AND ISSUER.
No change.
ITEM 2. IDENTITY AND BACKGROUND.
No change.
ITEM 3. SOURCE AND AMOUNT OF FUNDS.
No change.
ITEM 4. PURPOSE OF TRANSACTION.
On July 23, 1998, James I. Tankersley, Darla T. Darnall, Kelle T. Northern,
James W. Tankersley and Edna W. Tankersley (the "Tankersley Family") and Daniel
B. Tankersley executed a joint filing agreement (the "Joint Filing Agreement")
authorizing James I. Tankersley to file on behalf of each of them any and all
amendments to that certain Schedule 13D with respect to the Company's common
stock. On September 16, 1998, the Tankersley Family, acting in concert, made a
proposal to the Board of Directors of the Company to acquire all of the
outstanding shares of the Common Stock not currently owned by the Tankersley
Family at a cash per share price of $3.00 (the "Proposed Transaction"). On
September 23, 1998, the members of the Tankersley Family and Daniel B.
Tankersley executed a Termination and Joint Filing Agreement terminating the
Joint Filing Agreement and authorizing this amendment to Schedule 13D/A
(Amendment No. 7).
The Tankersley Family and Daniel B. Tankersley, respectively, intend to
file separate Schedule 13Ds and to describe therein any plans or proposals such
respective reporting persons may have which related to or would result in:
(a) the acquisition of additional securities of the Company or the
disposition of securities of the Company; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Company; (c) a sale or transfer of a material amount of assets of the Company;
(d) a change in the present Board of Directors or management of the Company; (e)
a material change in the present capitalization or dividend policy of the
Company; (f) any other material change in the Company's business or corporate
structure; (g) changes in the Company's certificate of incorporation or bylaws
or other actions which may impede the acquisition of control of the Company by
any person; (h) causing a class of securities of the Company to be delisted from
a national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) causing a class of equity securities of the Company to become eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or (j) any action similar to any of those
enumerated above.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
No change.
ITEM 6. CONTRACTS, ETC. WITH RESPECT TO SECURITIES OF THE ISSUER.
On September 23, 1998, the members of the Tankersley Family and Daniel B.
Tankersley executed a Termination and Joint Filing Agreements terminating the
Joint Filing Agreement.
ITEM 7. MATERIAL TO BE FILED AS EXHIBIT.
1. Joint Filing Agreement dated July 23, 1998.*
2. Termination and Joint Filing Agreement dated September 23, 1998.
*Previously filed as an exhibit to Schedule 13D/A (Amendment No. 6) dated July
23, 1998.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, I certify that the information set forth in this statement is
true, complete and correct as of this 25th day of September, 1998.
/s/ James I. Tankersley
----------------------------
James I. Tankersley
/s/ *
----------------------------
Darla T. Darnall
/s/ *
----------------------------
Kelle T. Northern
/s/ *
----------------------------
James W. Tankersley
/s/ *
----------------------------
Daniel B. Tankersley
/s/ *
----------------------------
Edna W. Tankersley
*By: /s/ James I. Tankersley
----------------------------
James I. Tankersley,
pursuant to the Joint
Termination and Filing
Agreement dated
September 23, 1998
<PAGE>
Exhibit Index
Description
-----------
1. Joint Filing Agreement dated July 23, 1998 (incorporated by reference
to Schedule 13D/A (Amendment No. 6) dated July 23, 1998).
2. Termination and Joint Filing Agreement dated September 23, 1998.
<PAGE>
EXHIBIT 2
TERMINATION AND JOINT FILING AGREEMENT
THIS TERMINATION AND JOINT FILING AGREEMENT ("this Agreement") is entered
into as of September 23, 1998, by and among the parties set forth on the
schedule attached hereto as Exhibit A (the "Filing Parties").
WHEREAS, the Filing Parties entered into that certain Joint Filing
Agreement, dated of July 23, 1998 (the "Joint Filing Agreement"), pursuant to
which the Filing Parties authorized James I. Tankersley to file on such person's
behalf any and all amendments to that certain Schedule 13D (the "Schedule 13D")
with respect to the Class A and Class B Common Stock of United Foods, Inc., a
Delaware corporation (the "Company");
WHEREAS, pursuant to Section 13(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), the Filing Parties filed an amendment to the
Schedule 13D with the Securities and Exchange Commission (the "Commission") in
connection with the execution and delivery of the Joint Filing Agreement;
WHEREAS, the Filing Parties desire to terminate the Joint Filing Agreement
and to file an amendment to the Schedule 13D with the Commission to report the
termination of the Joint Filing Agreement; and
WHEREAS, pursuant to Rule 13d-1(f) promulgated by the Commission under the
Exchange Act, the Filing Parties desire to enter into this Agreement to evidence
their agreement to file jointly an amendment to the Schedule 13D with the
Commission with respect to the termination of the Joint Filing Agreement.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the Filing Parties agree as follows:
1. The Filing Parties hereby agree that the Joint Filing Agreement shall be
terminated and of no further force and effect upon the execution and delivery of
this Agreement by all of the Filing Parties.
2. The Filing Parties hereby agree to cooperate in the preparation and
filing with the Commission of an amendment to the Schedule 13D to report jointly
the termination of the Joint Filing Agreement as evidenced by the execution and
delivery of this Agreement, and hereby authorize Mr. James I. Tankersley to
execute and file such amendment on behalf of all parties hereto.
3. The Filing Parties hereby agree to permit the attachment of this
Agreement as an exhibit to the amendment to the Schedule 13D to evidence the
agreement of such Filing Parties that such amendment to the Schedule 13D is
being filed on behalf of all of the Filing Parties.
IN WITNESS WHEREOF, the undersigned have executed this Agreement to be
effective as of the date first written.
-------------------------
James I. Tankersley
-------------------------
Daniel B. Tankersley
-------------------------
Darla T. Darnall
-------------------------
Kelle T. Northern
-------------------------
James W. Tankersley
-------------------------
Edna W. Tankersley
<PAGE>
EXHIBIT A
SCHEDULE OF PARTIES
James I. Tankersley
Daniel B. Tankersley
Darla T. Darnall
Kelle T. Northern
James W. Tankersley
Edna W. Tankersley
