As filed with the Securities and Exchange Commission on December
19, 1995
Registration No. 33-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
LONESTAR HOSPITALITY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 75-2242792
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification
No.)
3131 Turtle Creek Blvd., Suite 1301
Dallas, Texas 75219
(Address of principal executive offices) (Zip Code)
1) Consulting Agreement
2) Employment Agreement with Steven B. Solomon
3) Directors' Stock Options
(Full title of the plans)
Steven B. Solomon Copy to:
President Mark D. Wigder, Esq.
LoneStar Hospitality Corporation Jenkens & Gilchrist,
3131 Turtle Creek Blvd, Ste. 1301 A Professional Corporation
Dallas, Texas 75219 1445 Ross Avenue, Suite 3200
(214) 520-9292 Dallas, Texas 75202
(Name, address and telephone number (214) 855-4500
including area code of agent for service)
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Title of Class of Securities Amount to be Proposed Proposed
To Be Registered Registered Maximum Maximum
(2)(3) Offering Price Aggregate Amount of
Per Share Offering Regisitration
(2)(3) Price(2)(3) Fee(3)
Common Stock, $0.01 par
value per share 410,456 Shares $ 3.31 $ 1,358,609.36 $ 468.49
</TABLE>
(1) Pursuant to Rule 416(c) under the Securities Act of
1933, as amended, this Registration Statement also covers an
indeterminate amount of interests to be offered or sold pursuant
to the Incentive Employee Stock Option Plan (the "Plan").
(2) Estimated solely for the purpose of calculating the
registration fee.
(3) Calculated pursuant to Rule 457(c) and (h) under the
Securities Act of 1933, as amended. Accordingly, the price per
share of the common stock offered hereunder, at a price per share
of $3.31 which was the average closing bid and asking price per
share of common stock on the OTC Bulletin Board on December 15,
1995. The shares and prices reflect a one-for-five reverse stock
split effective December 11, 1995.
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The registrant and the Plan hereby incorporates by reference
in this registration statement the following documents previously
filed by the registrant with the Securities and Exchange
Commission (the "Commission"):
(1) the registrant's Annual Report on Form 10-KSB and
the amendment to such Report on Form 10-KSB/A, both filed
with the Commission for the fiscal year ended March 31,
1995;
(2) the registrant's Quarterly Reports on Form 10-QSB
for the quarters ended June 30 and September 30, 1995, filed
with the Commission;
(3) The registrant's Information Satement dated
Noveber, 1, 1995, filed with the Commission.
(4) the description of the common stock, par value
$0.01 per share, of the registrant (the "Common Stock") set
forth in the Registration Statement on Form S-1 for Apollo
Resources, Inc., filed with the Commission on November 1,
1988, and declared effective January 4, 1989, including any
amendment or report filed for the purpose of updating such
description.
All documents filed by the registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), subsequent
to the date of this registration statement shall be deemed to be
incorporated herein by reference and to be a part hereof from the
date of the filing of such documents until such time as there
shall have been filed a post-effective amendment that indicates
that all securities offered hereby have been sold or that
deregisters all securities remaining unsold at the time of such
amendment.
Item 6. Indemnification of Directors and Officers.
Registrant's Certificate of Incorporation provides that no
director of the Registrant will be personally liable to the
Registrant or any of its stockholders for monetary damages
arising from the director's breach of fiduciary duty as a
director, with certain limited exceptions.
Pursuant to the provisions of Section 145 of the Delaware
General Corporation Law, every Delaware corporation has the power
to indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action,
II-1
<PAGE>
suit or proceeding (other than an action by or in the right of
the corporation) by reason of the fact that he or she is or was a
director, officer, employee or agent of any corporation,
partnership, joint venture, trust or other enterprise, against
any and all expenses, judgments, fines and amounts paid in
settlement and reasonably incurred in connection with such
action, suite or proceeding. The power to indemnify applies only
if such person acted in good faith and in a manner he or she
reasonably believed to be in the best interest, or not opposed to
the best interest, of the corporation and with respect to any
criminal action or proceeding, had no reasonable cause to believe
his or her conduct was unlawful.
The power to indemnify applies to actions brought by or in
the right of the corporation as well, but only to the extent of
defense and settlement expenses and not to any satisfaction of a
judgment or settlement of the claim itself, and with the further
limitation that in such actions no indemnification shall be made
in the event of any adjudication unless the court, in its
discretion, believes that in the light of all the circumstances
indemnification should apply.
To the extent any of the persons referred to in the two
immediately preceding paragraphs is successful in the defense of
the actions referred to therein, such person is entitled,
pursuant to Section 145, to indemnification as described above.
In addition, the Registrant's Certificate of Incorporation
and Bylaws provide for indemnification of officers and directors
to the fullest extent permitted by the Delaware General
Corporation Law.
Item 8. Exhibits.
(a) Exhibits.
The following documents are filed as a part of
this registration statement.
II-2
<PAGE>
Exhibit Description of Exhibit
4.1 Certificate of Incorporation (incorporated by reference
to Registration Statement on Form S-1, File No. 33-
25462, for Apollo Resources, Inc., on November 10, 1988
and declared effective January 4, 1989).
4.2 Certificate of Amendment to Certificate of
Incorporation filed with Delaware Secretary of State on
June 4, 1990 (incorporated by reference to Form 10-K
for year ended December 31, 1990).
4.3 Bylaws (incorporated by reference to Registration
Statement on Form S-1, File No. 33-25462, filed with
the Commission on November 10, 1988).
4.4 Certificate of Amendment to Certificate of
Incorporation filed with Delaware Secretary of State on
October 15, 1991 (incorporated by reference to Form 10-
K for year ended December 31, 1991).
4.5 Certificate of Amendment to Certificate of
Incorporation filed with Delaware Secretary of State on
July 20, 1994 (incorporated by reference to Form 10-QSB
for quarter ended June 30, 1994).
4.6* Certificate of Amendment to Certificate of
Incorporation filed with Delaware Secretary of State on
December 11, 1995.
4.7* Consulting Agreement between LoneStar Hospitality
Corporation and Bill Glaser dated November 14, 1995.
4.8* Amended and Restated Employment Agreement between
LoneStar Hospitality Corporation and Steven B. Solomon.
4.9* Form of Directors' Options
5* Opinion of Jenkens & Gilchrist, a Professional
Corporation.
23.1* Consent of Grant Thornton LLP, independent
certified public accountants.
23.2* Consent of Jenkens & Gilchrist, a Professional
Corporation (included as part of Exhibit 5).
25 Power of Attorney is found on pages II-6 to II-7
hereof.
____________________
* Filed herewith.
II-3
<PAGE>
Item 9. Undertakings.
A. The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement to include any material information
with respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration statement;
(2) that, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof; and
(3) to remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
B. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to section
13(a) or section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
C. Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
II-4
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the
Securities Act of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all the requirements
for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dallas, State of Texas,
on December 19, 1995:
LONESTAR HOSPITALITY
CORPORATION
By: /s/ Steven B. Solomon
Steven B. Solomon
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Steven B.
Solomon his true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this
registration statement, and to file the same with all exhibits,
thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or either of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act, this
registration statement has been signed by the following persons
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
<S> <C> <C>
/s/ Steven B.
Solomon
Steven B. Solomon President and Chairman of the
Board of Directors (Principal
Executive Officer and Principal December 19,
1995
/s/ David S. Lunden
David S. Lundeen Vice President & Director December
19, 1995
/s/ Lawrence E.
Steinberg
Lawrence E. Steinberg Secretary & Director December 19,
1995
<PAGE>
/s/James E.
Bradshaw
James E. Bradshaw Director December 19,
1995
/s/Chris A.
Economou
Chris A. Economou Director December 19,
1995
/s/Steven R.
Leipsner
Steven R. Leipsner Director December 19,
1995
/s/ Axel Sawallich
Axel Sawallich Director December 19,
1995
</TABLE>
<PAGE>
EXHIBIT INDEX
Exh.
Numbe
r Document Description Sequent
Page
Number
4.1 Certificate of Incorporation
(incorporated by reference to
Registration Statement on Form S-1,
File No. 33-25462, for Apollo
Resources, Inc., on November 10,
1988 and declared effective January
4, 1989).
4.2 Certificate of Amendment to
Certificate of Incorporation filed
with Delaware Secretary of State on
June 4, 1990 (incorporated by
reference to Form 10-K for year
ended December 31, 1990).
4.3 Bylaws (incorporated by reference
to Registration Statement on Form
S-1, File No. 33-25462, filed with
the Commission on November 10,
1988).
4.4 Certificate of Amendment to
Certificate of Incorporation filed
with Delaware Secretary of State on
October 15, 1991 (incorporated by
reference to Form 10-K for year
ended December 31, 1991).
4.5 Certificate of Amendment to
Certificate of Incorporation filed
with Delaware Secretary of State on
July 20, 1994 (incorporated by
reference to Form 10-QSB for
quarter ended June 30, 1994).
4.6* Certificate of Amendment to
Certificate of Incorporation filed
with Delaware Secretary of State on
December 11, 1995.
4.7* Consulting Agreement between
LoneStar Hospitality Corporation
and Bill Glaser dated November 14,
1995.
4.8* Amended and Restated Employment Agreement between
LoneStar Hospitality Corporation and Steven B.
Solomon.
4.9* Form of Directors' Option.
<PAGE>
5* Opinion of Jenkens & Gilchrist, a
Professional Corporation.
23.1* Consent of Grant Thornton LLP,
independent certified public
accountants.
23.2* Consent of Jenkens & Gilchrist, a
Professional Corporation (included
as part of Exhibit 5).
25 Power of Attorney is found on pages II-6 to
II-7 hereof.
<PAGE>
CERTIFICATE OF AMENDMENT
TO CERTIFICATE OF INCORPORATION
OF LONESTAR HOSPITALITY CORPORATION
LONESTAR HOSPITALITY CORPORATION, a corporation organized
and existing under and by virtue of the General Corporation Laws
of the State of Delaware (the "Corporation"), does hereby
certify:
FIRST: Article IV of the Certificate of Incorporation is
amended as follows:
By reducing the par value from $.04 to $.01. Accordingly, the
first paragraph of Article IV of the Certificate of
Incorporation, as amended, is deleted and the following new first
paragraph of Article IV is substituted in lieu thereof:
"ARTICLE IV
That the total number of shares of all classes of stock
which the Corporation shall have authority to issue
shall be thirty-one million (31,000,000) shares, of
which thirty million (30,000,000) shall be of Common
Stock each with a par value of one cent ($.01) and one
million (1,000,000) shares of Preferred Stock each with
a par value of one cent ($.01)."
The remainder of Article IV regarding the terms of the
Preferred Stock and Common Stock shall remain the same.
SECOND: That thereafter, pursuant to a resolution of its
Board of Directors, a consent in writing, including the proposed
amendment, was signed by the holders of in excess of a majority
of the outstanding Common Stock of the Corporation, which was not
less than the minimum number of votes necessary to authorize such
an amendment at a meeting at which all members having the right
to vote thereon were present and voted, and written notices of
such action has been sent to all other stockholders who have not
consented in writing to such action.
THIRD: Said amendment was duly appointed in accordance with
the provisions of Section 228 and Section 242 of the General
Corporation Laws of the State of Delaware.
FOURTH: That upon filing of this Certificate of Amendment
with the Secretary of State of Delaware (i) each five (5) shares
of Common Stock, par value four cents ($.04), previously
outstanding on such date of filing shall be deemed to have been
for exchanged for one (1) new share of outstanding common stock,
par value one cent ($.01); (ii) certificates representing shares
of Common Stock previously outstanding on such date of filing
shall be exchanged on such date shall be exchanged for new
<PAGE>
certificates reflecting the one-for-five (1:5) reverse stock
split; and (iii) fractional shares shall be rounded up to the
nearest whole share.
IN WITNESS WHEREOF, the undersigned have hereunder
subscribed our names this 11th day of December, 1995.
/s/ Steven B. Solomon
Steven B. Solomon
President
/s/ Lawrence E. Steinberg
Lawrence E. Steinberg
Secretary
<PAGE>
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this "Agreement") is made and
entered into as of the 14th day of November, 1995, by and between
LoneStar Hospitality Corporation (the "Company") and Bill Glaser
("Consultant").
WHEREAS, Consultant has provided consulting services to the
Company which commenced in July 1995;
WHEREAS, the Company desires to formally retain Consultant
as a consultant and Consultant desires to render consulting
services to the Company under the terms and conditions set forth
herein;
NOW, THEREFORE, in consideration of the foregoing, the
mutual promises hereinafter set forth and other good and valuable
consideration had and received, the parties hereto hereby agree
as follows:
1. Consulting.
(a) Upon and subject to the terms, conditions and
other provisions of this Agreement, the Company hereby retains
Consultant during the term as defined in Section 2 hereof, and
Consultant hereby accepts and agrees to provide consultation and
advisory services relating to public relations, general policy,
business development and acquisitions, sales and marketing and
such other matters as may be reasonably requested from time to
time with respect to the Company's business. Consultant shall
devote such time as Consultant determines is necessary to perform
the duties set forth or contemplated herein. No provision of
this Agreement shall be construed to preclude Consultant from
engaging in any activity whatsoever, part-time or full-time,
including without limitation, acting as a director, officer,
partner, employee, trustee, investor, consultant, advisor or
official of any corporation, partnership, institution or business
entity, or from receiving compensation or profit therefor.
(b) In performance of its duties and obligations
hereunder, Consultant shall report to the President of the
Company. Without Consultant's consent, Consultant shall not be
required to perform any duties hereunder outside the City of Los
Angeles.
2. Term. The term of this Agreement shall commence on the
date hereof (the "Commencement Date") and shall end on the one
anniversary of such date (the "Termination Date"), unless this
Agreement is renewed or extended by written agreement on terms
mutually acceptable to the parties.
DCC1346B 26243-1
<PAGE>
3. Compensation. As a condition of, and in consideration
for Consultant's entering into this Agreement, the Company agrees
that concurrently with the execution of this Agreement (the
"Execution"), the Company shall issue to Consultant 300,000
shares (the "Shares") of its Common Stock at a cost basis of
$.05/share (subject only to legal restrictions on
transferability) and 500,000 stock options having a one year
expiration from the date of issuance having exercise prices of
$.375 for 200,000 options, $.625 for 200,000 options, and $.75
for 100,000 options. The Company agrees that (subject to
applicable law) it will have such shares included within and
covered by a Registration Statement on Form S-8 (or any other
applicable form) which the Company will file with the Securities
and Exchange Commission as soon as possible following the
Execution. The Company shall pay all of the expenses relating to
the foregoing.
4. Expenses. The Company shall reimburse Consultant for
those reasonable out-of-pocket expenses for communications and
local travel directly incurred in connection with its consulting
services hereunder. Any travel beyond ground transportation or
other extraordinary expenses must be authorized by the Company in
advance.
5. Indemnification. The Company shall indemnify the
Consultant to the fullest extent permitted by law (including by
advancing or paying the expenses, including reasonable legal
fees, of the Consultant upon the request of the Consultant,
subject to the Consultant providing an undertaking to repay such
advanced expenses if it is ultimately determined by a court of
component jurisdiction that Consultant is not entitled by law to
be indemnified by the Company) for all expenses (including
reasonable legal fees and expenses), judgments, fines, amounts
paid in settlement, costs and liabilities which Consultant may
incur by reason of entering into this Agreement, serving as a
consultant of the Company and in the discharge of its duties in
connection therewith; provided, however, that such indemnity
shall not apply to any such expenses, judgments, fines, amounts
paid in settlement, costs, and liabilities to the extent they
result primarily from (i) a breach by Consultant of a provision
of this Agreement or applicable law or (ii) Consultant's
negligence or willful misconduct. Consultant's rights under this
Section 5 shall be in addition to any other rights and insurance
coverage which may be available to it.
6. Confidential Information.
(a) Consultant agrees that he will not at any time during
the term hereof and thereafter divulge or communicate to any
person or entity other than the Company, or use to the detriment
of the Company or any parent, subsidiary or affiliate Company or
for the benefit of any other person or entity, or misuse in any
other way, any confidential information or trade secrets of the
DCC1346B 26243-1 2
<PAGE>
Company. For this purpose, the terms "confidential information"
and "trade secrets" shall be deemed to include all information
concerning the Company's or any parent, subsidiary or affiliate
Company's properties, assets, operations or business except that
which (i) has been made available to the public by the Company,
(ii) is in the public domain, or (iii) is readily ascertainable
from public or published information and trade secrets of the
Company that he has acquired, or may acquire, were received, or
will be received, in confidence and as a fiduciary of the
Company. Notwithstanding the foregoing, Consultant may disclose
information relating to the Company's business that would
otherwise be required to be kept confidential (i) to third
parties if such disclosure is required or appropriate in the
conduct of his duties and responsibilities as defined in Section
1 of this Consulting Agreement, provided such persons acknowledge
the confidentiality of such information and agree to hold it in
confidence according to the terms hereof; (ii) if required to be
disclosed pursuant to a lawsuit or other proceeding involving the
parties hereto or any other third party; or (iii) if authorized
by the Company in writing. Consultant shall exercise utmost
diligence to protect and guard the Company's information.
(b) Upon termination of this Consulting Agreement,
Consultant shall deliver to the Company all property and
documents of the Company relating to the Company's or any parent,
subsidiary or affiliate Company's business that Consultant is
required to keep confidential under paragraph 6(a) then in
Consultant's custody or control, and shall not retain any such
property, documents or data without the written consent of the
Company.
7. Equitable Relief. The Company and Consultant agree
that a monetary remedy for breach of this Agreement by the
Company shall be inadequate, and will be impracticable and
extremely difficult to prove, and further agree that such a
breach will cause Consultant irreparable harm, and that, in
addition to any other rights or remedies available to Consultant,
Consultant is entitled to temporary and permanent injunctive
relief upon meeting the standard required under applicable law.
The Company shall have no rights of set-off, offset or
counterclaim against any of the Shares. The provisions of this
Agreement shall each be deemed severable, and the validity or
unenforceability of any one or more of the provisions herein
shall not effect the validity or enforceability of the other
provisions.
8. Independent Contractor Status. Consultant understands
and agrees that he is entering into this Consulting Agreement as
an independent contractor, and that the Company considers
Consultant to be an independent contractor and not an employee of
the Company. Consultant agrees that the Company shall have no
responsibility for or liability with respect to any income or
other taxes or withholding in connection with payments to
DCC1346B 26243-1 3
<PAGE>
Consultant hereunder, and Consultant hereby indemnifies and holds
harmless the Company of any taxes, penalties, costs, assessments,
expenses, damages or losses that the Company incurs with respect
to any such taxes or withholding. The Company will not be
obligated to maintain any insurance for Consultant, including,
but not limited to, medical, dental, automobile, life or
disability insurance, and Consultant will be solely responsible
for maintaining any such insurance for Consultant. Consultant
acknowledges that he will not be entitled to participate in any
employee benefit plans that are intended to provide benefits to
"employees" of the Company unless such plans state specifically
that they are intended to provide benefits to persons who are
designated as "Consultants."
9. Assignment. This Agreement and the rights, duties and
obligations hereunder may not be assigned, transferred or
delegated in any way by either party without the prior written
consent of the other party hereto. This Agreement and the
provisions hereof shall be binding upon and shall inure to the
benefit of each of the parties and their respective permitted
successors and assigns.
10. Governing Law. This Agreement shall be owned by and
construed in accordance with the laws of the State of California.
11. Counterparts, etc. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but both
of which together shall constitute one and the same instrument.
Telecopied signatures hereto shall have the same validity as
manually executed original signatures. The headings of the
Sections of this Agreement are inserted for convenience only and
shall not constitute a part hereof.
12. Entire Agreement. This Agreement contains the entire
agreement between the parties with respect to the engagement of
Consultant by the Company and supersedes all prior and
contemporaneous agreements, representations and understandings of
the parties. No modification, amendment, supplement or waiver of
any of the provisions of this Agreement shall be effective unless
in writing specifically referring hereto and executed by both
parties.
13. Severability. To the extent that the terms set forth
in this Agreement or any word, phrase, clause or sentence is
found to be illegal or unenforceable for any reason, the balance
of this Agreement shall not be affected thereby, such balance
being construed as severable and independent, and the remaining
portion of this Agreement shall remain in full force and effect
as if this Agreement has been executed with the invalid provision
eliminated.
14. Notices. All notices, requests and other
communications under this Agreement shall be in writing and shall
DCC1346B 26243-1 4
<PAGE>
be deemed to have been delivered and received five business days
after having been deposited in the United States mail and
enclosed in a registered or certified post-paid envelope; one
business day after having been sent by overnight courier; when
personally delivered or when scanned graphically or otherwise by
telegraphic or facsimile communications equipment of the sending
party or its agent on a business day or otherwise on the next
succeeding business day.
15. Cooperation. Each party hereto shall cooperate with
the other party and shall take such further action and shall
execute and deliver such further documents as may be necessary or
desirable in order to carry out the provisions and purposes of
this Agreement.
16. Waiver. The failure to enforce at any time of the
provisions of this Agreement, or to require at any time
performance by the other party of any of the provisions hereof,
shall in no way be construed to be a waiver of such provisions or
to affect either the validity of this Agreement or any part
hereof or the right or either party thereafter to enforce each
and every provision in accordance with the terms of this
Agreement. A waiver of any term or condition of this Agreement
by any party shall only be effective if in writing and shall not
be construed as a waiver of any subsequent breach or failure of
the same term or condition, or a waiver of any other term or
condition of this Agreement.
17. Prevailing Party. If any action at law or in equity is
brought to enforce or interpret the provisions of this Agreement,
the prevailing party in such action shall be entitled to recover
as an element of such party's costs of suit, and not as damages,
its reasonable attorney's fees.
18. Interpretation. Each party hereby stipulates with the
other, that it has been represented by or had the opportunity to
be represented by, independent counsel of its own choosing, that
it has had the full opportunity to consult with as respective
attorneys, that its authorized officers have carefully read this
Agreement in its entirety and have had it fully explained to them
by such party's respective counsel, that each is fully aware of
the contents thereof and its legal effect, and its authorized
officer has executed this Agreement free from coercion, duress or
undue influence. Each party and its counsel cooperated in the
drafting and preparation of this Agreement and the documents
referred to herein. Accordingly, any rule of law, including but
not limited to, California Civil Code Section 1654 or any legal
decision that would require interpretation of any ambiguities in
this Agreement against the party that drafted it, is of no
application and is hereby expressly waived. The provisions of
this Agreement SW be interpreted in a reasonable manner to effect
the intentions of the parties and this Agreement.
DCC1346B 26243-1 5
<PAGE>
IN WITNESS WHEREOF, the undersigned have duly executed this
Agreement as of the date first set forth above.
BILL GLASER
By:/s/Bill Glaser
Bill Glaser
LONESTAR HOSPITALITY CORPORATION
By: /s/Steven Solomon
Steven Solomon
President
DCC1346B 26243-1 6
<PAGE>
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and
entered into this 4th day of December, 1995, effective as of the
28th day of June, 1995, by and between Lone Star Hospitality
Corp. (hereinafter referred to as "Employer"), a Delaware
corporation having its principal place of business at 3131 Turtle
Creek Blvd., Dallas, Texas, and Steve Solomon (hereinafter
referred to as "Employee").
RECITALS:
1. Employer desires to employ Employee as its President
and Chief Executive Officer.
2. Employee desires to be employed by Employer in such
capacity.
3. The parties to this Agreement wish to reduce to writing
their prior oral understanding and agreement as to employment and
compensation of Employee.
NOW, THEREFORE, in consideration of the representations,
warranties and mutual promises hereinafter set forth, it is
agreed as follows:
1. Employment. Employer hereby employs Employee and
Employee hereby accepts employment in an executive capacity with
Employer in Dallas, Texas, and agrees, upon election by the Board
of Director of Employer, to serve as President and Chief
Executive Officer of the Employer subject to the terms and
conditions herein set forth.
2. Term of Employment. Subject to the provisions for
termination as hereinafter provided, the term of this Agreement
(the "Term") shall commence on the 1st day of June, 1995, and
shall terminate on May 31, 2000. After May 31, 2000, the parties
may extend this Agreement for additional periods of time and at
such compensation as is mutually agreed upon by the parties from
time to time upon the execution of a mutually agreed written
Extension Agreement prior to the end of the Term or any extension
thereof Such additional extensions shall be valid until written
notice of termination is delivered by either party thirty (30)
days in advance of the termination date of this Agreement. If
the parties to this Agreement fail to execute an Extension
Agreement, unless otherwise terminated, this Agreement shall be
automatically renewed for an additional twelve (12) month period
from the expiration of the Term, or from the end of any period
covered by any subsequently executed extension, under the same
terms and conditions applicable at the end of the Term, or as may
be amended in writing, and shall automatically renew in such
manner each year thereafter.
<PAGE>
3. Duties. Employee is hereby employed pursuant to the
terms of this Agreement, as President and Chief Executive Officer
of Employer and shall perform the duties assigned to such
positions in the Bylaws of the Employer and such other duties as
are customarily performed by a person holding such positions in
other similar businesses or enterprises as that engaged in by
Employer, and to additionally perform such other duties and
assignments relating to the business of the Employer and
consistent with the office of President and Chief Executive
Officer as the Board of Directors of Employer so directs. The
duties of Employee may be changed from time to time by the mutual
consent of Employee and Employer without resulting in a recision
of this Agreement.
4. Other Employment. Employee shall devote his entire
productive time, knowledge, skill, ability, energies, and
attention solely and exclusively to the business of Employer
during the Term of this Agreement and any extension thereof.
Employee shall not engage in any other employment activity during
such time. This restriction shall not prevent Employee from
engaging in other business or investment activities so long as
such activities do not require the personal services of Employee.
5. Compensation. As compensation for all services
rendered by Employee under this Agreement, Employer shall pay
Employee as follows:
(a) Base Salary. Employee shall receive a base salary
of the following monthly amounts which shall be payable on
the last business day of each month, beginning June 30,
1995:
Period Monthly Salary
June 1, 1995-May 31, 1996 $10,000
June 1, 1996-May 31, 1997 $11,000
June 1, 1997-May 31, 1998 $12,000
June 1, 1998-May 31, 1999 $12,000
June 1, 1999-May 31, 2000 $12,000
(b) [Reserved]
(c) [Reserved]
(d) Discretionary Bonus. Employee may receive other
bonuses or other extraordinary compensation as determined in
the discretion of the Board of Directors of Employer. Such
bonuses shall be paid at such times and in such amounts as
the Board of Directors may determine.
(e) Postponement of Payment. Employee agrees to defer
the base salary to which Employee is entitled for a period
not to exceed twelve months from the date such installment
of base salary is due (the "Deferral Period") until the
<PAGE>
earlier of the date Employer (i) has a positive cash flow,
including general and administrative expenses and debt
service requirements or (ii) has raised $1,000,000 in
capital (including both debt and equity) or, (iii) or has
received value of at least $1,000,000 of value in
acquisition or merger for stock of Employer. Also, in
addition, upon Employer raising an additional $1,000,000 in
capital or receipt of value of $1,000,000, as aforesaid,
Employee shall be entitled to a bonus of $100,000. Payments
of salary deferred or postponed under this paragraph shall
not bear interest.
(f) Withholding for Taxes. All payments under this
Agreement shall be subject to federal withholding and other
applicable taxes.
6. Incentive Stock Options.
(a) Upon execution of this Agreement, Employee shall
be granted an option to acquire 1,000,000 shares of the
common stock ($0.04 par value) of Employer (prior to
one-for-five reverse stock split). The exercise price of
such option shall be $0.07 per share (representing more than
110% of the fair market value of such shares as of the date
hereof). Subject to any restrictions necessary to qualify
the plan described below under Section 422 of the Internal
Revenue Code of 1986, such options shall be exercisable
immediately and shall remain exercisable for a period of at
least five years. All such shares shall be subject to
adjustment pursuant to any stock split, reverse stock split,
reclassification or similar change in share structure.
Employer does not warrant any tax benefits or advantages to
Employee in respect to such option.
(b) As soon as practicable, Employer shall adopt an
incentive stock option plan in compliance with Section 422
of the Internal Revenue Code of 1986. The options granted
to Employee under paragraph (a) shall be granted under such
plan. The exercise price of any options granted hereunder
or under the incentive stock option plan may be paid either
in cash or by the delivery to Employer of a number of shares
previously issued to Employee which have a fair market value
equal to the exercise price of the options Employee seeks to
exercise at that time.
7. Automobile Allowance. Employer shall pay Employee an
automobile allowance of $950.00 per month, payable on the last
business day of each month. Employee shall, at his own cost and
expense, procure an automobile for use in Employer's business.
Employee shall further procure and maintain in force an
automobile liability policy covering such automobile with
Employer as the named insured in the minimum amount of $1,000,000
for bodily injury or death in one accident, $1,000,000 for bodily
injury or death to one person in one accident and $100,000 for
<PAGE>
property damage in one accident. Employee shall deliver to
Employer a true copy of such automobile liability insurance
policy. Employee shall further, at his own cost and expenses,
maintain such automobile in proper operating condition. In lieu
of such allowance, Employer may provide an automobile
satisfactory to Employee and pay the insurance and maintenance
costs thereof; provided, however, that if Employee has acquired
an automobile for use in the Employer's business, the Employer
may not substitute the provision of an automobile except upon
twelve months' notice.
8. Employee Benefits.
(a) In addition to any key man insurance maintained by
Employer for its benefit, Employer shall purchase and pay
the premiums on a life insurance policy covering Employee in
the amount of at least $1,000,000. Employee shall have the
sole right to designate one or more beneficiaries under such
policy. The current one-year term cost of such policy shall
be included in Employee's income to the extent required by
law.
(b) Employer shall continue the salary of Employee for
a period of 180 days if Employee is not able to perform his
duties as a result of personal injury, disability or
illness. Employer shall maintain a disability income policy
which shall commence payment of benefits to Employee
beginning not later than the 181st day of his disability at
a rate equal to at least 60% of his compensation for the
twelve-month period immediately preceding the illness,
injury or other event causing disability (including any
deferred or postponed payments). The cost of such insurance
shall be included in the income of Employee.
(c) Employer shall include Employee and his dependents
under Employer's current major medical benefit plan at no
cost to Employee.
(d) Employee shall be entitled to participate in any
employee benefit plans or agreements maintained or adopted
in the future by Employer relating to retirement, health,
disability, dental, group term life insurance, paid
holidays, and other related benefits offered to employees
generally by Employer.
9. Vacation. Employee shall be entitled each year to
three weeks vacation for each calendar year, during which time
his compensation shall be paid in full. If Employee is for any
reason unable to take such vacation, the compensation which would
have been paid to him during such vacation shall be carried
forward from year-to-year and paid to Employee upon termination
of his employment in addition to any other severance pay to which
he shall be entitled.
<PAGE>
10. Working Facilities. Employee shall be furnished with a
private office at Employer's principal executive office (at which
he shall be stationed). Employee shall also be provided
stenographic help and such other facilities and services,
suitable to his position and adequate for the performance of his
duties.
11. Business Expenses. Employer shall pay all costs and
expenses incurred by Employee in the performance of his duties
hereunder. Employer shall reimburse Employee for any such costs
or expenses paid by him promptly upon the submission of receipts
or other verification.
12. Termination. This Agreement shall not be terminated
prior to the expiration of its Term or any extension thereof
except upon the mutual consent of the parties hereto, or in the
event of the death or permanent total disability of the Employee,
or for due cause, upon the good faith determination by the Board
of Directors of the Company that "due cause" exists for the
termination of the employment relationship. As used herein, the
term "due cause" shall mean any of the following events:
(i) any intentional misapplication by
Employee of the Company's funds, or any other act of
dishonesty injurious to the Company committed by
Employee; or
(ii) Employee's conviction of a crime
involving moral turpitude, or
(iii) Employee's breach, non-performance or
non-observance in any material respect of a material
term of this Agreement, including his duties and
obligations as an employee, if such breach,
non-performance or non-observance shall continue beyond
a period of five (5) business days immediately after
notice thereof by the Company to Employee; or
(iv) any other action by the Employee
involving willful and deliberate malfeasance or gross
negligence in the performance of Employee's duties.
For purposes of this agreement, disability shall mean
such physical, mental or emotional disability of Employee as
defined in the disability insurance policy purchased by
Employer under Section 8(b) hereof which renders Employee
unable to perform his duties for a period of six (6)
consecutive months. Any other termination of the Agreement
shall be in breach hereof and shall not prejudice any other
remedy to which the non-terminating party may be entitled to
either at law, in equity or under this Agreement.
<PAGE>
13. Severance Payments.
(a) If this Agreement is terminated due to the death
or disability of Employee, no severance payments shall be
due to Employee.
(b) [Reserved]
(c) If Employee's employment is terminated by Employer
otherwise than due to one of the reasons specified in
Section 12, Employee shall be entitled to a severance
payment equal to the greater of (i) the remaining payments
which would have been made during the Term of this Agreement
or any extension thereof, discounted to present value using
an interest rate of six percent (6.0%) or (ii) an amount
determined by multiplying his base salary for the most
recently completed full month of employment by 24. Such
amount shall be paid in a lump sum within 30 days after the
effective date of his termination of employment.
(d) In addition to the foregoing amounts, Employee
shall be entitled upon termination of employment for
whatever cause to any unpaid salary, bonus and vacation pay.
Such amounts shall be paid in a lump sum within 30 days
after the effective date of his termination of employment.
Any options to purchase shares which would be exercisable
during the Term of this Agreement or any extension thereof
shall become fully exercisable upon the termination of this
Agreement.
14. Waiver of Breach. The waiver by Employer of a breach
of any provision of this Agreement by Employee shall not operate
or be construed as a wavier of any subsequent breach by Employee.
15. Legal Construction and Severability. If any one or
more of the provisions contained in this Agreement shall for any
man be held invalid, illegal, unenforceable in any respect, under
present or future law, such provision shall be fully severable
and such invalid, illegal, or unenforceable provision shall not
affect any other provision of this Agreement. In such event this
Agreement shall be construed and enforced as if such illegal,
invalid, or unenforceable provision had never comprised a part of
this Agreement and the remaining provisions of this Agreement
shall continue in M force and effect and shall not be affected by
the illegal, invalid, or unenforceable provision or its severance
from this Agreement. Furthermore, in lieu of such illegal,
invalid, or unenforceable provision, there shall be added
automatically as a part of this Agreement, a provision as similar
in terms to such illegal, invalid, or unenforceable provision as
may be possible and be legal, valid, and enforceable.
16. Assignment. This Agreement is not assignable by
Employee without the prior written consent of Employer, and is
not assignable by Employer except with the consent of Employee
<PAGE>
and then only to a partnership, corporation, or other entity
which shall purchase substantially all of its assets or shall be
its legal successor pursuant to any merger, consolidation, or
other action permitted by law. Subject to the qualification in
the preceding sentence, the rights and obligations of Employer
under this Agreement shall inure to the benefit of and shall be
binding upon the successors and assigns of Employer.
17. Governing Law; Venue. This Agreement shall be
construed under and in accordance with the laws of the State of
Texas. In the event that any legal proceedings are instituted
concerning the interpretation or enforcement of this Agreement,
exclusive venue over such proceedings shall be vested in courts
sitting in Dallas County, Texas.
18. Attorneys' Fees and Costs. If any action at law or in
equity is necessary to enforce or interpret the terms of this
Agreement, the prevailing party shall be entitled to reasonable
attorneys' fees, costs, and necessary disbursements in addition
to any other relief to which he may be entitled.
19. Notices. Any notice required or permitted to be given
under this Agreement shall be sufficient if in writing, and sent
by registered or certified mail to his residence in the case of
Employee, or to its principal office in the case of Employer.
20. Entire Agreement. This Agreement constitutes the sole
and only agreement of the parties hereto and supersedes any prior
understanding or written or oral agreement between the parties
respecting the within subject matter. This Agreement may not be
changed or-ally, but only by an agreement in writing signed by
both parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this
amended and restated agreement as of this 4th day of December, 1995.
LONESTAR HOSPITALITY CORP.
By:
Title:
EMPLOYEE:
Steven B. Solomon
<PAGE>
STOCK OPTION
FOR VALUE RECEIVED, the receipt and sufficiency of which is hereby
acknowledged, LoneStar Hospitality Corporation, a Delaware corporation
("LoneStar") hereby grants to DIRECTOR (the "Optionee"), the option to
purchase a total of 25,000 shares of the common stock of LoneStar (the
("Shares") on the terms and conditions hereafter provided:
1. Purchase Price. Purchase price of the common stock which may be
purchased under this Option shall be the sum of $1.50 per share,
or an aggregate total of $37,500.
2. Term. The term of this Agreement and the Option granted hereby
shall be period from DATE (the "Option Date") and ending at the
close of business on the fifth anniversary of the Option Date.
3. Exerncise. The Optionee may exercise this Option (but only on the
conditions set forth herein) as to all or any lesser number of
whole shares of Common Stock covered hereby (subject to Paragraph
2 above) by providing to LoneStar at the address indicated below
(or at such other address as LoneStar may provide to the Optionee
from time to time during the term of this Option) (i) written
notice of exercise, and (ii) payment to LoneStar in cash or by
check of the purchase price for the number of shares with respect
to which the Option is being exercised. Upon exercise of this
Option as provided herein, LoneStar shall issue to Optionee such
shares as Optionee may purchase hereunder and deliver a
certificate therefor.
4. Covenants. Neither this Option nor the Shares of LoneStar common
stock for which this Option may be exercised have been registered
under the Securities Act of 1933 or the securities law of any
state of the United States. This Option has been, and any Shares
acquired upon exercise of this Option will be, acquired for
investment and not with a view to distribution or resale, and may
<PAGE>
not be made subject to a security interest, pledge, hypothecated,
or otherwise transferred without an effective registration
statement for such Option or Shares under the Securities Act of
1933 or an opinion of counsel satisfactory to LoneStar that
registration is not required under such Act. Optionee shall, upon
request, exercise an appropriate investment letter with respect to
his purchase of shares pursuant to the exercise of this Option.
Any shares issued upon the exercise of this Option shall bear a
legend substantially as follows:
"The shares represented by this Certifi-
cate have not been registered under the
Securities Act of 1933. These shares have
been acquired for investment and not with
a view to distribution or resale, and may
not be made subject to a securities
interest, pledged, hypothecated, or
otherwise transferred without an effective
registration statement for such shares
under the Securities Act of 1933 or an
opinion of counsel for the Corporation
that registration is not required under
such Act."
5. Adjustments. If LoneStar shall, at any time prior to the
expiration of this Option and prior to the exercise thereof: (i)
declare or pay to the holders of the Common Stock a dividend
payable in any kind of shares of stock of LoneStar; or (ii) change
or divide or otherwise reclassify its Common Stock into the same
or different number of shares with or without par value, or into
shares of any class or classes; or (iii) consolidate or merge
with, or transfer all or substantially all of its property to, any
other corporation; or (iv) make any distribution of its assets to
holders of its Common Stock as a liquidation or partial
liquidation dividend or by way of return of capital; then, upon
the subsequent exercise of this Option, the Optionee thereof shall
receive for the exercise price, in addition to or in substitution
for the shares of Common Stock which he would otherwise then be
entitled upon such exercise, such additional shares of stock or
scrip of LoneStar, or such reclassified shares of stock of
LoneStar, or such shares of the securities or property of LoneStar
resulting from such corporation or merger or transfer, or such
assets of the Corporation, which he would have been entitled to
receive had he exercised this Option prior to the happening of any
of the foregoing events.
6. Rights as Shareholder. Optionee shall have no rights as a
stockholder with respect to any shares covered by this Option
until he shall have become the holder of record of such shares,
and no adjustment shall be made for dividends of any kind or other
rights for which the record date is prior to the date upon which
Optionee shall become a holder of record, except as provided in
paragraph 5 hereof.
7. Non-Transferability. The Option granted hereby may not be
assigned or transferred by the Optionee except in the event of his
death to his legal representative or to the person or persons who
shall have acquired the Option by bequest or inheritance, and
during the lifetime of the Optionee may be exercised only by him.
Any transferee of this Option shall take the same subject to the
terms and conditions of this Option. Any purported transfer
assignment, pledge, or encumbrance of this Option, except as
expressly permitted herein, shall be void and ineffectual.
8. Governing Law. This Agreement is intended to be performed in
the state of Texas and shall be construed and enforced in
accordance with and governed by the laws of the such state.
IN WITNESS WHEREOF, the undersigned executed this Option this 25th day
of January, 1993.
LONESTAR HOSPITALITY CORPORATION
<PAGE>
STEVEN B. SOLOMON, PRESIDENT
14160 Dallas Parkway
Suite 400
Dallas, Texas 75240
STOCK OPTION - Page 4DCC0C4F1 26243.1
<PAGE>
CONSENT OF GRANT THORNTON LLP,
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated July 7, 1995 accompanying the
consolidated financial statements of LoneStar Hospitality
Corporation and Subsidiary appearing in the annual report on Form
10-KSB for the year ended March 30, 1995, which is incorporated
by reference in this Registration Statement. We consent to the
incorporation by reference in the Registration Statement of the
aforementioned report.
/s/ Grant Thornton LLP
GRANT THORNTON LLP
Dallas, Texas
December 19, 1995
<PAGE>
December 20, 1995
LoneStar Hospitality Corporation
3131 Turtle Creek Blvd.
Suite 1301
Dallas, Texas 75219
Re: Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to LoneStar Hospitality
Corporation, a Delaware corporation (the "Company"), in
connection with the preparation of the Registration Statement on
Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission on December 19, 1995, under
the Securities Act of 1993, as amended (the "Securities Act"),
relating to (i) 160,000 shares of the $.01 par value common stock
(the "Common Stock") of the Company that may be issued pursuant
to that certain consulting agreement dated November 14, 1995
between the Company and Bill Glaser (the "Glaser Agreement"),
including 60,000 shares of Common Stock that may be issued upon
execution of the Glaser Agreement and an aggregate of 100,000
shares of Common Stock that may be issued upon the exercise of
options granted under the Glaser Agreement; (ii) 200,000 shares
of Common Stock that may be issued upon the exercise of options
granted under that certain employment agreement between the
Company and Steven B. Solomon (the "Solomon Agreement"); and
(iii) 50,456 shares of Common Stock of the Company that may be
issued upon the exercise of stock options granted to directors of
the Company during 1993 (the "Director Plan").
You have requested the opinion of this firm with respect to
certain legal aspects of the proposed offering. In connection
therewith, we have examined and relied upon the original, or
copies identified to our satisfaction, of (1) the Certificate of
Incorporation and the Bylaws of the Company, each as amended; (2)
minutes and records of the corporate proceedings of the Company
with respect to the approval of each of the Glaser Agreement and
Solomon Agreement, to the establishment of the Director Plan and
the reservation of an aggregate of 410,456 shares of Common Stock
to be issued pursuant to the Glaser Agreement and upon the
exercise of options granted under the Glaser Agreement, the
Solomon Agreement and the Director Plan (collectively, the
"Options") and to which the Registration Statement relates; (3)
the Registration Statement and exhibits thereto, including the
Glaser Agreement, the Solomon Agreement and the Director Plan;
<PAGE>
LoneStar Hospitality Corporation
December 20, 1995
Page 2
and (4) such other documents and instruments as we have deemed
necessary for the expression of the opinions herein contained.
In making the foregoing examinations, we have assumed the
genuineness of all signatures and the authenticity of all
documents submitted to us as originals, and the conformity to
original documents of all documents submitted to us as certified
or photostatic copies. As to various questions of fact material
to this opinion, and as to the content and form of the
Certificate of Incorporation, the Bylaws, minutes, records,
resolutions and other documents or writings of the Company, we
have relied, to the extent we deem reasonably appropriate, upon
representations or certificates of officers or directors of the
Company and upon documents, records and instruments furnished to
us by the Company, without independent confirmation or
verification of their accuracy.
Based upon our examination and consideration of, and
reliance on, the documents and other matters described above, and
subject to the comments and exceptions noted below, we are of the
opinion that the Company presently has available sufficient
shares of authorized but unissued shares of Common Stock from
which the 410,456 shares of Common Stock subject to the exercise
of Options and the operation of the Glaser Agreement may be
issued. Furthermore, assuming that (i) the outstanding Options
were duly granted, the shares of Common Stock to be issued
pursuant to the exercise of Options are duly issued in accordance
with the terms of the applicable Agreement or Plan, (ii) the
Company maintains an adequate number of authorized but unissued
shares and/or treasury shares of Common Stock available for
issuance to those persons who exercise Options, (iii) the
consideration for shares of Common Stock issued upon execution of
the Glaser Agreement is actually received by the Company and that
the value of such consideration exceeds the par value of such
shares, and (iv) the consideration for shares of Common Stock
issued pursuant to the exercise of Options is actually received
by the Company in accordance with the terms of the applicable
Agreement or Plan and exceeds the par value of such shares, then
we are of the opinion that the shares of Common Stock issued
pursuant to the exercise of Options and in accordance with the
terms of the applicable Agreement or Plan, will be duly and
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to references to our
firm included in or made a part of the Registration Statement.
In giving this consent, we do not admit that we come within the
category of person whose consent is required under Section 7 of
<PAGE>
LoneStar Hospitality Corporation
December 20, 1995
Page 3
the Securities Act or the Rules and Regulations of the Securities
and Exchange Commission thereunder.
Very truly yours,
JENKENS & GILCHRIST,
a Professional Corporation
By:
Mark D. Wigder, Authorized
Signatory
MDW/PWT
<PAGE>
