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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
------
Amereco, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.001 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
02360P 10 4
-----------------------------------------------------
(CUSIP Number)
680 Atchison Way, Suite 800, Castle Rock, Colorado 80104 (303) 688-5160
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 1998
-------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-l(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13a-l(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes)
SEC 1746 (10-97)
<PAGE>
SCHEDULE 13D
CUSIP No. 02360P 10 4 PAGE 2 OF 20 PAGES
--------------- ----- -----
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WEI MING LU ###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO [ ]
ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Dominican Republic and Taiwan
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 0
BENEFICIALLY |-----------------------------------------------------------------
OWNED BY | 8 | SHARED VOTING POWER
EACH | | 2,583,722
REPORTING |-----------------------------------------------------------------
WITH | 9 | SOLE DISPOSITIVE POWER
| | 0
|-----------------------------------------------------------------
| 10 | SHARED DIPOSITIVE POWER
| | 2,583,722
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,283,633
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
74.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 02360P 10 4 PAGE 3 OF 20 PAGES
--------------- ----- -----
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FU-MEI LU ###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO [ ]
ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Dominican Republic and Taiwan
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 0
BENEFICIALLY |-----------------------------------------------------------------
OWNED BY | 8 | SHARED VOTING POWER
EACH | | 1,051,443
REPORTING |-----------------------------------------------------------------
WITH | 9 | SOLE DISPOSITIVE POWER
| | 0
|-----------------------------------------------------------------
| 10 | SHARED DIPOSITIVE POWER
| | 1,051,443
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,283,633
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
74.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 02360P 10 4 PAGE 4 OF 20 PAGES
--------------- ----- -----
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CHIH-HUI LU ###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO [ ]
ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Dominican Republic and Taiwan
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 0
BENEFICIALLY |-----------------------------------------------------------------
OWNED BY | 8 | SHARED VOTING POWER
EACH | | 1,451,277
REPORTING |-----------------------------------------------------------------
WITH | 9 | SOLE DISPOSITIVE POWER
| | 0
|-----------------------------------------------------------------
| 10 | SHARED DIPOSITIVE POWER
| | 1,451,277
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,517,164
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 02360P 10 4 PAGE 5 OF 20 PAGES
--------------- ----- -----
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CHIH-FEN LU ###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO [ ]
ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Dominican Republic and Taiwan
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 0
BENEFICIALLY |-----------------------------------------------------------------
OWNED BY | 8 | SHARED VOTING POWER
EACH | | 1,051,443
REPORTING |-----------------------------------------------------------------
WITH | 9 | SOLE DISPOSITIVE POWER
| | 0
|-----------------------------------------------------------------
| 10 | SHARED DIPOSITIVE POWER
| | 1,051,443
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,525,052
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 02360P 10 4 PAGE 6 OF 20 PAGES
--------------- ----- -----
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CHIH-RU LU ###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO [ ]
ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Dominican Republic and Taiwan
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 0
BENEFICIALLY |-----------------------------------------------------------------
OWNED BY | 8 | SHARED VOTING POWER
EACH | | 1,051,443
REPORTING |-----------------------------------------------------------------
WITH | 9 | SOLE DISPOSITIVE POWER
| | 0
|-----------------------------------------------------------------
| 10 | SHARED DIPOSITIVE POWER
| | 1,051,443
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,051,443
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 02360P 10 4 PAGE 7 OF 20 PAGES
--------------- ----- -----
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CHIH-CHI LU ###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO [ ]
ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Dominican Republic and Taiwan
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 0
BENEFICIALLY |-----------------------------------------------------------------
OWNED BY | 8 | SHARED VOTING POWER
EACH | | 1,051,443
REPORTING |-----------------------------------------------------------------
WITH | 9 | SOLE DISPOSITIVE POWER
| | 0
|-----------------------------------------------------------------
| 10 | SHARED DIPOSITIVE POWER
| | 1,051,443
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,051,443
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 02360P 10 4 PAGE 8 OF 20 PAGES
--------------- ----- -----
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PEI-YU LU ###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO [ ]
ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Dominican Republic and Taiwan
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 0
BENEFICIALLY |-----------------------------------------------------------------
OWNED BY | 8 | SHARED VOTING POWER
EACH | | 1,051,443
REPORTING |-----------------------------------------------------------------
WITH | 9 | SOLE DISPOSITIVE POWER
| | 0
|-----------------------------------------------------------------
| 10 | SHARED DIPOSITIVE POWER
| | 1,051,443
- - ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,051,443
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 02360P 10 4 PAGE 9 OF 20 PAGES
--------------- ----- -----
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CHUN-CHING LU ###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO [ ]
ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Dominican Republic and Taiwan
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 0
BENEFICIALLY |-----------------------------------------------------------------
OWNED BY | 8 | SHARED VOTING POWER
EACH | | 1,051,443
REPORTING |-----------------------------------------------------------------
WITH | 9 | SOLE DISPOSITIVE POWER
| | 0
|-----------------------------------------------------------------
| 10 | SHARED DIPOSITIVE POWER
| | 1,051,443
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,051,443
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 02360P 10 4 PAGE 10 OF 20 PAGES
--------------- ----- -----
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EARL B. WING ###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 0
BENEFICIALLY |-----------------------------------------------------------------
OWNED BY | 8 | SHARED VOTING POWER
EACH | | 399,834
REPORTING |-----------------------------------------------------------------
WITH | 9 | SOLE DISPOSITIVE POWER
| | 0
|-----------------------------------------------------------------
| 10 | SHARED DIPOSITIVE POWER
| | 399,834
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,525,052
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 02360P 10 4 PAGE 11 OF 20 PAGES
--------------- ----- -----
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JAMES H. WALDROP ###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 0
BENEFICIALLY |-----------------------------------------------------------------
OWNED BY | 8 | SHARED VOTING POWER
EACH | | 399,834
REPORTING |-----------------------------------------------------------------
WITH | 9 | SOLE DISPOSITIVE POWER
| | 0
|-----------------------------------------------------------------
| 10 | SHARED DIPOSITIVE POWER
| | 399,834
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,545,721
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 02360P 10 4 PAGE 12 OF 20 PAGES
--------------- ----- -----
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MICHAEL E. DEE ###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 0
BENEFICIALLY |-----------------------------------------------------------------
OWNED BY | 8 | SHARED VOTING POWER
EACH | | 399,834
REPORTING |-----------------------------------------------------------------
WITH | 9 | SOLE DISPOSITIVE POWER
| | 0
|-----------------------------------------------------------------
| 10 | SHARED DIPOSITIVE POWER
| | 399,834
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,465,721
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 02360P 10 4 PAGE 13 OF 20 PAGES
--------------- ----- -----
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GEORGIA RESOURCES, INC. 84-1247183
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO [ ]
ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 0
BENEFICIALLY |-----------------------------------------------------------------
OWNED BY | 8 | SHARED VOTING POWER
EACH | | 2,183,888
REPORTING |-----------------------------------------------------------------
WITH | 9 | SOLE DISPOSITIVE POWER
| | 0
|-----------------------------------------------------------------
| 10 | SHARED DIPOSITIVE POWER
| | 2,183,888
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,683,888
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 02360P 10 4 PAGE 14 OF 20 PAGES
--------------- ----- -----
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CATHAY GLOBAL INVESTMENTS, INC. 84-1176366
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO [ ]
ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 0
BENEFICIALLY |-----------------------------------------------------------------
OWNED BY | 8 | SHARED VOTING POWER
EACH | | 399,834
REPORTING |-----------------------------------------------------------------
WITH | 9 | SOLE DISPOSITIVE POWER
| | 0
|-----------------------------------------------------------------
| 10 | SHARED DIPOSITIVE POWER
| | 399,834
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,465,721
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 02360P 10 4 PAGE 15 OF 20 PAGES
--------------- ----- -----
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OMNIVEST AMERICAS, INC. 84-1257384
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO [ ]
ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 0
BENEFICIALLY |-----------------------------------------------------------------
OWNED BY | 8 | SHARED VOTING POWER
EACH | | 0
REPORTING |-----------------------------------------------------------------
WITH | 9 | SOLE DISPOSITIVE POWER
| | 0
|-----------------------------------------------------------------
| 10 | SHARED DIPOSITIVE POWER
| | 0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,893
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 02360P 10 4 PAGE 16 OF 20 PAGES
--------------- ----- -----
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
W.M.L. SERVICES CORPORATION 84-1176365
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO [ ]
ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 0
BENEFICIALLY |-----------------------------------------------------------------
OWNED BY | 8 | SHARED VOTING POWER
EACH | | 2,183,888
REPORTING |-----------------------------------------------------------------
WITH | 9 | SOLE DISPOSITIVE POWER
| | 0
|-----------------------------------------------------------------
| 10 | SHARED DIPOSITIVE POWER
| | 2,183,888
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,151,156
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
58.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 02360P 10 4 PAGE 17 OF 20 PAGES
--------------- ----- -----
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
C.I.S. RESOURCES, Limited Liability Company 84-1225954
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO [ ]
ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 0
BENEFICIALLY |-----------------------------------------------------------------
OWNED BY | 8 | SHARED VOTING POWER
EACH | | 1,051,443
REPORTING |-----------------------------------------------------------------
WITH | 9 | SOLE DISPOSITIVE POWER
| | 0
|-----------------------------------------------------------------
| 10 | SHARED DIPOSITIVE POWER
| | 1,051,443
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,051,443
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 02360P 10 4 PAGE 18 OF 20 PAGES
--------------- ----- -----
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CONTINENTAL INTEGRATED SERVICES, INC. 84-1196845
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO [ ]
ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 0
BENEFICIALLY |-----------------------------------------------------------------
OWNED BY | 8 | SHARED VOTING POWER
EACH | | 1,051,443
REPORTING |-----------------------------------------------------------------
WITH | 9 | SOLE DISPOSITIVE POWER
| | 0
|-----------------------------------------------------------------
| 10 | SHARED DIPOSITIVE POWER
| | 1,051,443
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,051,443
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 02360P 10 4 PAGE 19 OF 20 PAGES
--------------- ----- -----
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
On January 13, 1998 Cathay, GRI and Resources entered into a Purchase
Agreement with Capital Aggregate Partners, LLC, a privately-owned Colorado
limited liability company with offices at 9250 East Costilla Avenue, Suite 650,
Englewood, Colorado 80112 ("CAP") under which CAP acquired all of the directly
held security interests of Cathay, GRI and Resources in Amereco. Collectively,
Cathay, GRI and Resources are the record and direct beneficial owners of an
aggregate of 3,635,165 shares of common stock of Amereco (the "Amereco Shares"),
along with options to purchase an additional 1,563,994 shares of common stock of
Amereco (the "Amereco Options").
The purchase price for the Amereco Shares and Amereco Options is US$600,000
and reimbursement of amounts advanced to Amereco by Cathay of US$131,092,
payable as follows: (i) US$331,092 on or before May 15, 1998; and (ii)
US$400,000 on or before September 15, 1998. The May 15, 1998 payment obligations
are evidenced by two promissory notes in favor of Cathay, GRI and Resources in
the amounts of US$200,000 and US$131,092 and are collateralized by the Amereco
Shares and Amereco Options which are being held in escrow pending satisfaction
of the May 15, 1998 payment obligations. The September 15, 1998 payment
obligation is evidenced by one promissory note in favor of Cathay, GRI and
Resources in the amount of US$400,000.
Upon execution of the Purchase Agreement, the Amereco Shares and Amereco
Options were assigned to CAP, with all rights appurtenant thereto (the
"Assignment"). The Amereco Shares, Amereco Options and the Assignment were
placed and are being held in escrow, pending satisfaction of the May 15, 1998
payment obligations. If the May 15, 1998 payment obligations are not made, the
Amereco Shares, Amereco Options and the Assignment will be returned to Cathay,
GRI and Resources.
Item 7. Materials to be Filed as Exhibits.
1. Purchase Agreement dated January 9, 1998 by and between Cathay Global
Investments, Inc., Georgia Resources, Inc., C.I.S. Resources Limited Liability
Company and Capital Aggregate Partners, LLC.
2. Escrow Agreement dated as of January 9, 1998.
<PAGE>
CUSIP No. 02360P 10 4 PAGE 20 OF 20 PAGES
--------------- ----- -----
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
January 28, 1998 CATHAY GLOBAL INVESTMENTS, INC.
By: /s/ Earl Wing
-----------------------------------
Vice President
January 28, 1998 GEORGIA RESOURCES, INC.
By: /s/ Chih-Hui Lu
-----------------------------------
Secretary-Treasurer
January 28, 1998 C.I.S. RESOURCES LIMITED LIABILITY
COMPANY, by Continental Integrated
Services, Inc., Member
By: /s/ Chih-Hui Lu
-----------------------------------
Secretary-Treasurer
PURCHASE AGREEMENT
------------------
THIS AGREEMENT ("Agreement") is made effective the 9th day of January 1998,
between Cathay Global Investments, Inc. (hereinafter referred to as "CGI") and
its affiliates (including Georgia Resources, Inc. and C.I.S. Resources Limited
Liability Company) with principal offices at 1401 - 17th Street, Suite 1520,
Denver, CO 80202 (hereinafter collectively referred to as "CGI" or "Sellers")
and Capital Aggregate Partners, LLC, a Colorado limited liability company with
offices at 9250 East Costilla Avenue, Suite 650, Englewood, Colorado 80112
(hereinafter referred to as "CAP" or "Buyer"), for the purpose of acquiring the
interests of CGI in Amereco, Inc. and its subsidiaries including Omnivest
Resources, Inc. ("ORI") (hereinafter collectively referred to as "Amereco"), a
publicly-held Utah corporation. The parties to this Agreement may hereinafter
collectively be referred to as the "Parties."
RECITALS:
WHEREAS, CGI is the record and beneficial owner of an aggregate of
3,635,165 shares of common stock of Amereco (the "Shares"), along with options
to purchase an additional 1,563,994 shares of common stock of Amereco (the
"Options"). The forgoing Shares and Options of Amereco may hereinafter be
referred to collectively as the "CGI Securities"; and
WHEREAS, CGI holds a secured promissory note, dated April 18, 1997, made by
Amereco in the total amount of $1,023,869.59 as of January 9, 1998, comprised of
the principal amount of $947,618.81, plus accrued interest as of January 9, 1998
in the amount of $76,250.78, (the "Secured Cathay/Amereco Note"); and
WHEREAS, CGI also holds a secured promissory note made by Amereco in the
total amount of $1,587,495.94 as of January 9, 1998 comprised of the principal
amount of $1,496,973.14 (including $131,092.00 to be reimbursed to CGI pursuant
to paragraph 4 below) plus accrued interest as of January 9, 1998, in the amount
of $90,522.80 (the "Secured Congress Note"). The Secured Cathay/Amereco Note and
the Secured Congress Note may hereinafter sometimes be referred to collectively
as the "CGI Notes"; and
WHEREAS, Sellers desire to sell to Buyer and Buyer desires to purchase from
Sellers the CGI Securities and the CGI Notes, under the terms and conditions set
forth herein.
NOW, THEREFORE, in consideration of the sums specified herein, the mutual
benefits to be derived hereby and the representations, warranties, covenants,
and agreements herein contained, the sufficiency of which are hereby accepted
and acknowledged, the Parties hereby incorporate the foregoing recitals into
this Agreement by reference and hereby covenant and agree as follows:
1. Recitals Confirmed. All of the recitals hereinabove stated are confirmed
by all of the Parties hereto as being in all respects true and correct and the
same are hereby incorporated by reference into this Agreement.
1
<PAGE>
2. Purchase and Sale of the CGI Securities. On the terms and subject to the
conditions hereinafter set forth, Sellers hereby agree to sell, transfer and
assign the CGI Securities and the CGI Notes to Buyer and Buyer hereby agrees to
purchase the CGI Securities and the CGI Notes from Sellers in accordance with
the terms hereof.
3. Purchase Price - CGI Securities. Buyer shall pay to Sellers, and Sellers
shall accept as full and fair consideration for the CGI Securities, six hundred
thousand dollars (US$600,000), payable as follows:
a) $200,000 on or before May 15, 1998; and
b) $400,000 on or before September 15, 1998.
3.1 Upon the execution of this Agreement, the title to the CGI
Securities shall be transferred to Buyer, with all rights appurtenant thereto.
The obligations for the May 15, 1998 and the September 15, 1998 payments shall
be evidenced by promissory notes in favor of CGI (the "$200,000 Note" and the
"$400,000 Note") attached hereto as "EXHIBIT A" and "EXHIBIT B." The $200,000
Note and the $131,092 Note referenced in Section 3.4 below shall be secured by
the CGI Securities, and the $400,000 Note shall be unsecured, providing however
that no distribution by CAP be made to the members of CAP unless and until the
$400,000 Note is paid in full to CGI.
3.2 The CGI Securities shall be placed and held in escrow, pending the
completion of the May 15, 1998 payments, and pursuant to the escrow agreement
("Escrow Agreement") attached hereto marked "EXHIBIT C." All dividends or
distributions, if any, paid by Amereco with respect to any of the CGI Securities
will be delivered to the escrow agent, to be delivered in accordance with the
instructions contained in the Escrow Agreement.
3.3 Upon completion of the May 15, 1998 payments, the CGI Securities
shall be released by the escrow agent and delivered to Buyer in accordance with
the instructions contained in the Escrow Agreement.
3.4 Additionally as part of the above consideration and as
reimbursement for CGI's capital advances to Amereco, on or before May 15, 1998
Buyer shall pay to CGI a total of $131,092. This obligation shall be evidenced
by a promissory note (the "$131,092 Note") in favor of CGI and attached hereto
as "EXHIBIT D."
4. Purchase Price - CGI Notes and Reimbursement for CGI Advances.
Consideration for the assignment to Buyer of the CGI Notes and related
collateral, and reimbursement for advances made by CGI, will consist of the
following:
4.1 Simultaneously with the execution of this Agreement, Buyer shall
issue to CGI a "New 3-Year Note" in the amount of $1,023,869.59. The Secured
Cathay/Amereco Note and its related collateral shall be assigned to Buyer. The
New 3-Year Note and the Assignment of Note and Collateral to Buyer are attached
hereto as "EXHIBIT E" and "EXHIBIT F."
2
<PAGE>
4.2 Simultaneously with the execution of this Agreement, Buyer shall
issue to CGI a "New 5-Year Note" in the amount of $1,456,403.94. The Secured
Congress Note and its related collateral shall be assigned to Buyer. The New
5-Year Note and the Assignment of Note and Collateral to Buyer are attached
hereto as "EXHIBIT G" and "EXHIBIT H."
4.3 The CGI Notes and the assignments thereof shall be placed and held
in escrow pursuant to the Escrow Agreement, which will provide for the delivery
of the CGI Notes and assignments to Buyer, in accordance with the instructions
contained therein, providing for delivery of the Secured Cathay/Amereco Note and
its related collateral and assignment to Buyer upon satisfaction of the payments
under the New 3 -Year Note; and delivery of the Secured Congress Note and its
related collateral and assignment to Buyer upon satisfaction of the payments
under the New 5 -Year Note.
5. Conditions Precedent to Closing. The closing and all obligations of the
Parties under and pursuant to this Agreement are and shall be subject to the
following:
5.1 A loan advance to ORI made by CAP in the amount of $250,000 for
working capital, as evidenced by a deposit or wire transfer confirmation
reasonably satisfactory to CGI no later than January 16, 1998.
5.2 The representations and warranties of the Sellers being true and
correct as of the date of this Agreement (including but not limited to those
representations set forth in the Recitals of this Agreement).
5.3 Sellers furnishing certificates representing the CGI Securities
made the subject hereof in transferable form indorsed to Buyer with signatures
medallion guaranteed to the extent such securities are certificated, and
assignments, stock powers and/or other legally acceptable documentation for any
uncertificated CGI Securities made the subject hereof.
5.4 Duly executed documentation of all related agreements necessary to
effect the terms and conditions of this Agreement.
5.5 The Parties hereby agree to release and indemnify each other with
regard to any claims and/or causes of action (excluding claims involving fraud,
material breach of fiduciary responsibilities, gross negligence, or willful
misconduct) which have arisen or may arise from the actions of the Parties or
their relationships prior to the date of said release, and they shall execute a
release identical in form to that annexed hereto as EXHIBIT I ("Mutual Release")
for this purpose, which shall have the legal effect of a general waiver, release
and indemnification.
5.6 Each Seller shall execute and deliver to Buyer an irrevocable
proxy in the form annexed hereto as EXHIBIT J ("Irrevocable Proxy") appointing
Buyer as proxy to cast all votes represented by Sellers' shares.
3
<PAGE>
6. Representations and Warranties of Each Seller.
6.1 The CGI Securities are hereby represented by Sellers as being 100%
of the total outstanding Shares of Amereco, Inc. owned directly by Sellers, and
100% of the total number of Options to purchase Amereco securities owned
directly by Sellers.
6.2 To the best of Sellers' knowledge, information and belief, the CGI
Securities collectively represent at least 66.3% of the total outstanding equity
shares in Amereco.
6.3 To the best of Sellers' knowledge, information and belief, there
is no pending or threatened issue, litigation or other matter which may impair
the ability of each Seller to comply with and/or implement the terms and
conditions of this Agreement, and Amereco has no other liabilities to Sellers.
6.4 Sellers Cathay Global Investments, Inc., and Georgia Resources,
Inc. are corporations duly organized, validly existing and in good standing
under the laws of the State of Nevada. Seller C.I.S. Resources Limited Liability
Company is a limited liability company duly organized, validly existing and in
good standing under the laws of the State of Colorado.
6.5 To the best of Sellers' knowledge, information and belief, no
consents of governmental and other regulatory agencies, foreign or domestic, or
of other parties are required to be received by or on the part of Sellers to
enable them to enter into and carry out this Agreement in all material respects.
6.6 Each Seller, by itself and/or through its authorized
representative, has the power to enter into this Agreement and to carry out its
obligations hereunder. The authorized representative of Cathay Global
Investments, Inc., represents that it has authority to bind not only Cathay
Global Investments, Inc. but also the authority to bind the other Sellers, i.e.,
Georgia Resources, Inc. and C.I.S. Resources Limited Liability Company, for
purposes of carrying out the terms and conditions of this Agreement. The
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby, will be duly authorized by the controlling
members or Board of Directors (if applicable) of each Seller, and to the best of
each Seller's knowledge, information and belief, no other corporate or other
proceedings or approvals on the part of each Seller or any other party are
necessary to authorize the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby. This Agreement constitutes
the valid and binding obligations of each Seller and is enforceable in
accordance with its terms.
6.7 Each Seller is the sole record and direct owner of the securities
of Amereco which are the subject of this Agreement and all securities owned by
each Seller are fully paid, and to the best of each Seller's knowledge,
information and belief, such securities are non-assessable, free and clear of
any and all liens, claims and encumbrances of any kind, nature or description.
4
<PAGE>
6.8 Each Seller and its authorized representative herein, has full
power, right and authority to execute and perform this Agreement in the time and
manner contemplated; and to sell the CGI Securities made the subject hereof. The
execution and performance of this Agreement and the delivery of the CGI
Securities referred to herein will not result in a breach of or violate the
provisions of any contract or agreement to which each Seller is a party or to
which the CGI Securities are the subject. Sellers are solely responsible for
ensuring that the proceeds from this transaction are properly allocated to the
applicable individuals or entities entitled thereto.
6.9 The CGI Securities contemplated herein may be restricted Rule 144
stock as promulgated under the Securities Act of 1933, and said securities may
not be sold within the U.S. on an exchange prior to the termination of the
applicable holding period, but may be sold in a private transaction subject to
the provisions of said Rule.
6.10 Sellers shall authorize and consent, and to the extent possible,
shall encourage the cooperation of Amereco and its officers, directors,
employees, attorneys, accountants, consultants, and other agents in providing
full and complete access at all reasonable times to all records and any
information pertaining to Amereco deemed necessary by Buyer.
6.11 The Parties shall cooperate with each other and provide any
further documentation reasonably necessary to carry out the terms of this
Agreement or for the subsequent assignment or transfer of CGI Securities.
6.12 Sellers hereby represent to Buyer that, to the best of their
knowledge, for the past several months Amereco has not been able to pay its
debts as they have become due.
7. Representations and Warranties of Buyer. By virtue of the execution of
this Agreement, Buyer hereby represents and warrants to Sellers as follows:
7.1 Buyer has full power and authority to purchase the CGI Securities
contemplated herein and to execute this Agreement and this Agreement is
enforceable against Buyer.
7.2 That it and/or its representatives and consultants have had access
to such records of Amereco as it and/or they wish to examine and are relying and
entering into this Agreement upon their own independent findings and the
findings of their own counsel and/or consultants, and upon no representations,
statements or warranties or any obligations to make any representations of
Sellers.
7.3 The execution of this Agreement will not result in a breach of or
constitute a default under any existing agreement, indenture or other instrument
to which Buyer is a party or by which Buyer or Shares may be bound or affected.
7.4 Buyer has not been induced by any statements, representations or
warranties (whether expressed, implied in fact or implied by law) of any kind,
5
<PAGE>
nature or description made by Sellers, their agents, servants or employees other
than those set forth in this Agreement and are making this purchase and will
accept the CGI Securities, on an "as is" basis (except as to warranty of title)
in accordance with and subject to the terms hereof. Relevant documents and
information have been reviewed and evaluated by Buyer and/or its accountants and
counsel for this transaction, and no representations have been expressed or
implied by Sellers concerning the viability or soundness of Amereco, or its
ability to pay its debts as they may come due.
7.5 Buyer qualifies as both a sophisticated and accredited investor as
defined by Rule 501 of Regulation D of the Securities Act of 1933. Buyer did not
learn of the opportunity to acquire the CGI Securities or the CGI Notes through
any form of public advertising or general solicitation.
7.6 Buyer will proceed in good faith and will use their best efforts
to promptly and diligently satisfy the conditions precedent to closing, and will
promptly notify Sellers in the event it reasonably believes that such conditions
are unlikely to be fulfilled.
7.7 Neither Linda Yip, Frederick V. Miale, Jr. nor their family
members, associates, or affiliates are participating in the equity or debt
aspects of this transaction with Buyer.
7.8 Buyer, in conjunction with Amereco, will use their best efforts to
make arrangements for additional financing in an amount of up to $2,000,000 by
September 15, 1998, including the financing described in Paragraph 5.1 above.
8. Expenses. Each party will pay their own expenses in connection with the
transaction contemplated by this Agreement.
9. Signatures. Facsimile signatures shall be acceptable for purposes of
binding the Parties to this Agreement and its related exhibits. This Agreement
may be executed in counterparts each of which so executed shall be deemed an
original and constitute one and the same Agreement.
10. Amendment. This Agreement may not be amended except by an instrument in
writing signed by each of the Parties hereto.
11. Waiver. At any time prior to the execution of this Agreement, the
Parties hereto may (i) extend the time for the performance of any of the
obligations or other acts of the other Parties hereto; (ii) waive any
inaccuracies in the representations and warranties contained herein or in any
document delivered pursuant hereto; and (iii) waive compliance with any of the
Agreements or conditions contained herein. Notwithstanding the foregoing and
subsequent to the execution hereof, any agreement on the part of a party hereto
to any such extension or waiver shall be valid only if set forth in an
instrument in writing signed by all Parties to this Agreement. The failure of
any party to insist upon strict performance of any of the provisions of this
Agreement shall not be construed as a waiver of any subsequent default of the
same or similar nature or of any other provision, term, condition, warranty, or
representation contained herein.
6
<PAGE>
12. Broker, Finder and Investment Banking Fees. Sellers and Buyer hereby
represent and warrant to each other that except for the relationship of First
Capital Investments, Inc. to Buyer, no broker, finder or investment banker has
been authorized, engaged, or is entitled, directly or indirectly, to any
brokerage, finder's or other fee or commission in connection with the
transaction contemplated herein. Sellers shall not be responsible for any fees
owed to First Capital Investments, Inc. The Parties shall indemnify and hold
each other harmless from liability, including attorneys fees, arising out of any
claim to compensation as a broker or finder by an individual, firm or entity
claiming entitlement thereto.
13. Binding Effect. All of the terms and provisions of this Agreement shall
be binding upon and shall inure to the benefit of and be enforceable by the
respective heirs, representatives, executors, administrators, successors and
assigns of the Parties hereto.
14. Entire Agreement. Each of the Parties hereby covenants that this
Agreement is intended to and does contain and embody herein all of the
understandings and agreements, both written and oral, of the Parties hereto with
respect to the subject matter of this Agreement, and that there exists no oral
agreement or understanding, express or implied, whereby the absolute, final and
unconditional character and nature of said Agreement shall be in any way
invalidated, empowered or affected. There are no representations or warranties
other than those set forth herein. This Agreement supersedes any prior
understandings or agreements concerning the subject matter hereof. Any
warranties or representations of the Parties set forth herein shall survive the
execution and delivery of this Agreement and the closing hereunder.
15. Laws of the State of Colorado. This Agreement shall be governed by and
interpreted under and construed in all respects in accordance with the laws of
the State of Colorado irrespective of the place of domicile or residence of
either party. In the event of controversy arising out of the interpretation,
construction, performance or breach of this Agreement, the Parties hereby agree
and consent to the jurisdiction and venue of the District Court of Arapahoe
County, Colorado, and further agree and consent that personal service or process
in any such action or proceeding outside of Arapahoe County shall be tantamount
to service in person within Arapahoe County, Colorado and shall confer personal
jurisdiction upon said court.
16. Injunctive Relief. Solely by virtue of their respective execution of
this Agreement and in consideration of the mutual covenants of each other, the
Parties hereby agree, consent and acknowledge that, in the event of a breach of
this Agreement, the Parties will be without adequate remedy-at-law and shall
therefore, be entitled, in addition to any other remedies at law or equity to
which it may be entitled, to immediately redress any material breach of this
Agreement by temporary or permanent injunctive or mandatory relief obtained in
an action or proceeding instituted in the District Court of Arapahoe County,
Colorado without the necessity of proving damages and without prejudice to any
other remedies which the aggrieved party may have at law or in equity. For the
purpose of this Agreement, the Parties hereby agree and consent that upon a
material breach of this Agreement as aforesaid, the aggrieved party may present
a conformed copy of this Agreement to the aforesaid courts and shall thereby be
7
<PAGE>
able to obtain a permanent injunction enforcing this Agreement or barring,
enjoining or otherwise prohibiting the breaching party from circumventing the
express written intent of the Parties as set forth in this Agreement.
Furthermore, the aggrieved party shall be indemnified by the breaching party for
any damages incurred in reliance upon this Agreement or for representations made
herein.
In any action taken to enforce the terms of this Agreement through
injunction or otherwise, the prevailing party in any such action shall be
entitled to its related costs and attorney fees, including costs and fees
incident to appeal, if applicable.
17. Address of Parties. Each Party shall at all relevant times keep the
other informed of its principal place of business if different from that stated
herein, and shall promptly notify the other of any change, giving the address of
the new principal place of business.
18. Notices. All notices that are required to be or may be sent pursuant to
the provisions of this Agreement shall be sent by certified mail, return receipt
requested, or overnight package delivery service to each of the Parties at the
address appearing herein, and shall be effective from the date of mailing or the
date of the validated air bill.
19. Effective Date, Term. This Agreement will only be effective upon the
execution of this document, and shall remain effective until all material terms
and conditions are satisfied. Any representations or warranties expressed herein
shall survive the closing.
20. Time is of the Essence, Best Efforts, Good Faith and Fair Dealing. Time
is of the essence hereof, and each of the Parties shall use its best efforts to
comply herewith, and deal fairly and in good faith with the other party in all
respects concerning the terms and conditions of this Agreement, and to carry out
the intent of the Parties as set forth herein.
(THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK)
8
<PAGE>
IN WITNESS WHEREOF, the Parties have executed this Agreement the day and
year first above written.
BUYER:
- ------
CAPITAL AGGREGATE PARTNERS, LLC
By: /s/ Gary J. Graham
---------------------------------
Gary J. Graham, Manager
Authorized Representative
SELLERS:
- --------
CATHAY GLOBAL INVESTMENTS, INC.
By: /s/ Earl B. Wing
---------------------------------
Earl B. Wing, Vice President
Authorized Representative
C.I.S. RESOURCES LIMITED LIABILITY COMPANY
By Continental Integrated Services, Inc., its sole Member
By: /s/ Chih-Hui Lu
---------------------------------
Chih-Hui Lu, Secretary/Treasurer
GEORGIA RESOURCES, INC.
By:Chih-Hui Lu
---------------------------------
Chih-Hui Lu, Secretary/Treasurer
9
<PAGE>
EXHIBIT LIST
------------
A - $200,000 Note to CGI
B - $400,000 Note to CGI
C - Escrow Agreement
D - $131,092 Note
E - New 3 - Year Note to CGI for $1,023,869.59
F - Assignment of Note and Collateral to Buyer
G - New 5 - Year Note to CGI for $1,456,403.94
H - Assignment of Note and Collateral to Buyer
I - Mutual Release
J - Irrevocable Proxy
EXHIBIT C
---------
ESCROW AGREEMENT
THIS ESCROW AGREEMENT ("Agreement"), dated as of January 9, 1998, is made by and
among:
Cathay Global Investments, Inc. ("Cathay"), a Nevada corporation, and
certain of its affiliates, including (without limitation) Georgia
Resources, Inc. ("Georgia"), a Nevada corporation, and C.I.S. Resources
Limited Liability Company ("CIS"), a Colorado limited liability company
(Cathay, Georgia and CIS being collectively referred to herein as "the CGI
Parties") whose addresses are 1401 Seventeenth Street, Suite 1520, Denver,
CO 80202 (tel: 303-296-6789; fax: 303-297-0609);
Capital Aggregate Partners, LLC ("CAP"), a Colorado limited liability
company, with its principal offices at 9250 E. Costilla Avenue, Suite 650,
Englewood, CO 80112 (tel: 303-732- 0414; fax 303-792-0533)
Amereco, Inc. ("Amereco"), a Utah corporation, whose address is 680
Atchison Way #800 Castle Rock, Colorado, 80104 (tel: 303-688-5160; fax:
303-688-4287); and
Law Offices of Diana L. Powell, Esq., ("Escrow Agent"), whose address is
4600 S. Ulster St., Suite 700, Denver, CO 80237 (tel: 303-804-3813; fax:
303-740-6789).
RECITALS
--------
The CGI Parties, CAP and Amereco are parties to an agreement dated January
9, 1998 (the "Purchase Agreement") pursuant to which agreement CAP will purchase
from the CGI Parties the debt and equity interests in Amereco on the terms
described in the Purchase Agreement.
This Agreement forms a part of a transaction being completed pursuant to
the Purchase Agreement. It is the intention of the parties that this Agreement
and the other agreements be interpreted consistently to accomplish the intent of
the parties as expressed in the Purchase Agreement.
The CGI Parties, CAP, and Amereco desire that the Escrow Agent serve as
escrow agent hereunder, and the Escrow Agent has agreed to serve in that
capacity under this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and in the Purchase Agreement, the parties hereby agree as
follows:
1. Definitions. Any terms not otherwise defined herein shall have the
meaning ascribed to them in the Purchase Agreement.
1
<PAGE>
2. Appointment of Escrow Agent. The Law Offices of Diana L. Powell, Esq.
are hereby appointed as Escrow Agent to accept, retain and release the documents
described herein to be held in escrow (collectively referred to as the
"Transaction Documents") in accordance with the provisions of this Agreement.
The Escrow Agent hereby accepts such appointment and acknowledges receipt of
various envelopes containing the Transaction Documents as follows:
Envelope C-1: All documents related to the Shares and Options and the
assignment thereof to CAP from the CGI Parties.
Envelope C-2: All documents related to the Secured Cathay/Amereco Note and the
assignment thereof to CAP from the CGI Parties.
Envelope C-3: All documents related to the Secured Congress Note and the
assignment thereof to CAP from the CGI Parties.
Envelope C-4: Release by CAP of any interest in the Shares and Options and
related documents contained in Envelope C-1, executed by CAP and
notarized.
Envelope C-5: Release by CAP of any interest in the Secured Cathay/Amereco Note
and related documents contained in Envelope C-2, executed by CAP
and notarized.
Envelope C-6: Release by CAP of any interest in the Secured Congress Note and
related documents contained in Envelope C-3, executed by CAP and
notarized.
From the CGI Parties, the Transaction Documents in the envelopes marked "C-1,"
"C-2," and "C-3."
From CAP, the Transaction Documents in the envelopes marked "C-4," "C-5," and
"C-6."
Exhibits C-1, C-2, C-3, C-4, C-5, and C-6 which describe the documents contained
in the similarly numbered envelopes (collectively the "Transaction Documents")
attached hereto and incorporated herein by this reference, more fully describe
the above documents to be deposited in Escrow. The Purchase Agreement and its
exhibits are also attached hereto for the Escrow Agent's reference. The Escrow
Agent agrees to accept, retain, release and deliver the Transaction Documents in
accordance with the provisions of this Escrow Agreement.
3. Completion/Non-Completion Certification and Escrow Release.
a. Completion. Upon the completion of the transactions described in
the Purchase Agreement, Escrow Agent shall proceed as follows:
i. Upon receipt by the Escrow Agent of either certified funds or
verified bank wire in the amount of $331,092 made payable to Cathay for the
Shares and Options and reimbursement as described in Sections 3(a) and 3.4 of
the Purchase Agreement, Escrow Agent shall deliver to CAP the envelopes marked
C-1 and C-4, and forward said funds to Cathay.
2
<PAGE>
ii. Upon receipt by the Escrow Agent of certified funds or
verified bank wire made payable to Cathay in the amount of:
(1) $1,000,000 on or before June 15, 1998; or
(2) $1,300,000 on or before September 15, 1998 (but after
June 15, 1998); or
(3) $1,600,000 on or before December 15, 1998 (but after
September 15, 1998); or
(4) $1,900,000 on or before March 15, 1999 (but after
December 15, 1998)
for payment of both the New 3-Year Note and the New 5-Year Note as provided for
in said Notes, Escrow Agent shall deliver to CAP the envelopes marked C-2, C-3,
C-5, and C-6.
iii. Upon receipt by the Escrow Agent of either certified funds
or verified bank wire for payment in full for the New 3-Year Note (other than as
set forth above but prior to default), Escrow Agent shall deliver to CAP the
envelopes marked C-2 and C-5, and forward said funds to Cathay.
iv. Upon receipt by the Escrow Agent of either certified funds or
verified bank wire for payment in full for the New 5-Year Note (other than as
set forth above but prior to default), Escrow Agent shall deliver to CAP the
envelopes marked C-3 and C-6, and forward said funds to Cathay.
b. Non-Completion -- CGI Shares and Options. If CAP fails to make the
payments required in Section 3(a) and 3.4 of the Purchase Agreement, Cathay may
(not earlier than two business days after such default) advise the Escrow Agent
as to such default. The Escrow Agent shall, not later than the business day
following the receipt of such notification by hand delivery or by fax, provide
CAP a copy of Cathay's notification. If CAP does not submit a written statement
to the Escrow Agent disputing the facts set forth within Cathay's notification
(which must include a reasonable evidence of payment) within two business days
following the date Cathay's notification was received by the Escrow Agent, the
Escrow Agent will:
Deliver to Cathay the envelopes marked C-1, C-2, C-3, C-4, C-5, C-6
c. Non-Completion --New 3-Year Note. If CAP fails to make the payments
required pursuant to the New 3-Year Note, Cathay may advise the Escrow Agent as
to such default. The Escrow Agent shall, not later than the business day
following receipt of such notification by hand delivery or by fax, provide CAP a
copy of Cathay's notification. If CAP does not submit a written statement to the
Escrow Agent disputing the facts set forth within Cathay's notification (which
3
<PAGE>
must include reasonable evidence of payment) within two business days following
the date Cathay's notification was received by the Escrow Agent, the Escrow
Agent will:
Deliver to Cathay the envelopes marked C-2, C-3, C-5, C-6
d. Non-Completion -- New 5-Year Note. If CAP fails to make the
payments required pursuant to the New 5-Year Note, Cathay may advise the Escrow
Agent as to such default. The Escrow Agent shall, not later than the business
day following receipt of such notification by hand delivery or by fax, provide
CAP a copy of Cathay's notification. If CAP does not submit a written statement
to the Escrow Agent disputing the facts set forth within Cathay's notification
(which must include reasonable evidence of payment) within two business days
following the date Cathay's notification was received by the Escrow Agent, the
Escrow Agent will:
Deliver to Cathay the envelopes marked C-3, and C-6
4. Receipt of Notifications and Payments.
a. If the Escrow Agent receives from any person any notifications or
other documentation with respect to any of the CGI Securities or the CGI Notes,
the Escrow Agent will, not later than the next business day, send a copy of such
notification or other documentation to both Cathay and CAP by facsimile and by
courier.
b. If the Escrow Agent receives from any person any payment of
dividends or distributions with respect to the CGI Securities or any payment of
any principal, interest, or other charge with respect to the CGI Notes, the
Escrow Agent will hold such payment for appropriate distribution upon payment or
non payment under the terms of the Purchase Agreement as described above.
5. Terms and Conditions to Escrow Agent's Acceptance. Acceptance by the
Escrow Agent of Escrow Agent's duties under this Agreement is subject to the
following terms and conditions, which the parties to this Agreement hereby agree
shall govern and control the rights, duties and immunities of the Escrow Agent:
a. Amereco agrees to pay the fees and expenses of the Escrow Agent in
accordance with their existing fee agreement. The Escrow Agent shall not be
liable for any act or omission to act under this Agreement, including any and
all claims made against the Escrow Agent as a result of Escrow Agent's holding
the Transaction Documents, except for Escrow Agent's own gross negligence or
willful misconduct. CAP, the CGI Parties, and Amereco jointly and severally,
agree to indemnify the Escrow Agent and hold Escrow Agent harmless from and
against any and all claims, losses, costs, liabilities, damages, suits, demands,
judgments or expenses (including but not limited to reasonable attorney's fees)
claimed against or incurred by the Escrow Agent arising out of or related,
directly or indirectly, to this Agreement, except acts of gross negligence or
willful misconduct by the Escrow Agent. The Escrow Agent may decline to act and
4
<PAGE>
shall not be liable for failure to act if the Escrow Agent determines in good
faith that Escrow Agent is in doubt as to Escrow Agent's duties under this
Agreement.
b. The Escrow Agent is not a party to any of the Transaction Documents
nor does Escrow Agent make any judgment on the content, completeness or validity
of said documents. The Escrow Agent's only responsibility is to keep safely the
Transaction Documents and release them in accordance with the terms of this
Agreement. The Escrow Agent's duties shall be determined only with reference to
this Agreement and applicable laws, and the Escrow Agent is not charged with
knowledge of or any duties or responsibilities in connection with any other
document or agreement, including, but not limited to, the Purchase Agreement. In
the event that the Escrow Agent determines in good faith that Escrow Agent is
uncertain as to Escrow Agent's duties or rights hereunder, the Escrow Agent
shall be entitled to refrain from taking any action other than to keep safely
the Transaction Documents until Escrow Agent shall (i) receive written
instructions signed by Cathay and CAP, or (ii) is directed otherwise by a court
of competent jurisdiction.
c. The Escrow Agent may act in reliance upon any instructions signed
on signature believed by Escrow Agent to be genuine, and may assume that any
person who has been designated by CAP and Cathay to give any written
instructions, notice or receipt, or make any statements in connection with the
provisions hereof, has been duly authorized to do so. The Escrow Agent shall
have no duty to make inquiry as to the genuineness, accuracy or validity of any
statements or instructions or any signatures on statements or instructions. The
name and true signatures of each individual authorized to act on behalf of
Cathay and CAP are stated in the signature area below.
d. In the event that the Escrow Agent should at any time be confronted
with inconsistent or conflicting claims or demands by the parties hereto, the
Escrow Agent shall have the right to interplead said parties in any Colorado
court of competent jurisdiction and request that such court determine the
respective rights of such parties with respect to this Agreement and, upon doing
so, the Escrow Agent shall be released from any obligations or liabilities to
either party as a consequence of any such claims or demands.
e. The Escrow Agent may execute any of Escrow Agent's powers or
responsibilities hereunder and exercise any rights hereunder, either directly or
by or through Escrow Agent's agents or attorneys. The Escrow Agent shall not be
responsible for and shall not be under a duty to examine, inquire into or pass
upon the validity, binding effect, execution or sufficiency of this Agreement or
of any amendment or supplement hereto.
f. During the period of Escrow Agent's tenure hereunder, Escrow Agent
may be unavailable or absent from time to time due to vacation or unavoidable
circumstances. Escrow Agent will, whenever possible, notify all parties in
advance of the anticipated length of Escrow Agent's unavailability or absence,
and make alternative arrangements for implementation of Escrow Agent's duties
hereunder if necessary, and any advisements or notification periods provided for
in this Escrow Agreement may be tolled accordingly as imposed by the
circumstances.
5
<PAGE>
6. Resignation of Escrow Agent.
a. The Escrow Agent shall have the right at any time to resign
hereunder by giving written notice of Escrow Agent's resignation to the parties
hereto, at the addresses set forth herein or at such other address as the
parties shall provide, at least thirty (30) days prior to the date specified for
such resignation to take effect. If after sixty (60) days from the date of
delivery of Escrow Agent's written notice of intent to resign the Escrow Agent
has not received a written designation of a successor escrow agent, the Escrow
Agent's sole responsibility shall be, in Escrow Agent's sole discretion, either
to retain custody of the Transaction Documents until Escrow Agent receives such
designation, or to apply to a Colorado court of competent jurisdiction for
appointment of a successor escrow agent, and after such appointment to have no
further duties or responsibilities in connection herewith, and the Escrow Agent
shall be relieved of all liability hereunder, except for any liability arising
out of the Escrow Agent's gross negligence or willful misconduct.
7. Notices. Any notices or other communications required or permitted to be
given hereunder shall be in writing and shall be deemed given and received when
so delivered personally, by overnight courier, by facsimile transmission (with
receipt confirmed by telephone or by automatic transmission report) or by
registered or certified mail, postage prepaid and return receipt requested, to
the addresses and at the facsimile numbers set forth below:
Cathay Global Investments, Inc.
Georgia Resources, Inc.
C.I.S. Resources Limited Liability Company
1401 Seventeenth Street, Suite 1520, Denver, CO 80202
(tel: 303-296-6789; fax: 303-297-0609)
Capital Aggregate Partners, LLC, 9250 E. Costilla Avenue, Suite 650,
Englewood, CO 80112 (tel: 303-732-0414; fax 303-792-0533)
Amereco, Inc., 680 Atchison Way #800
Castle Rock, Colorado, 80104 (tel: 303-688-5160; fax: 303-688-4287)
Diana L. Powell, Esq., 4600 S. Ulster St., Suite 700,
Denver, CO 80237 (tel: 303-804-3813; fax: 303-740-6789).
Herrick K. Lidstone, Jr., Esq., Friedlob, Sanderson,
Raskin, Paulson & Tourtillott, LLC
1400 Glenarm Place, Denver, Colorado 80202 fax: 303-595-3159
Addresses (or the person to whose attention notices are to be given) may be
changed by giving written notice pursuant to this Section. Any notice hereunder
may be given on behalf of any party by its counsel or other authorized
representative.
6
<PAGE>
8. Governing Law. This Agreement is governed by the laws of the State of
Colorado without regard to its conflict of law provisions, and shall inure to
the benefit of and be binding upon the successors, assigns, heirs and personal
representatives of the parties hereto.
9. Amendment and Nonwaiver. This Agreement may be amended, modified,
superseded or canceled, and any of the terms or conditions hereof may be waived,
only by a written instrument executed by each party hereto, or in the case of a
waiver, by the party waiving compliance. The failure of any party at any time or
times to require performance of any provisions hereof shall in no manner affect
its right at a later time to enforce the same. No waiver of any party or
condition, or of the breach of any term contained in this Agreement, whether by
conduct or otherwise, in any one or more instances shall be deemed to be or
construed as a further or continuing waiver of any such condition or breach or a
waiver of any other condition or of the breach of any other term of this
Agreement. No party may assign any rights, duties or obligations hereunder
unless all other parties have given their prior written consent.
10. Headings. The headings in this Agreement are for convenience of
reference only and shall not affect the meaning or interpretation of any
provision of this Agreement.
11. Counterparts. This Agreement may be executed in one or more
counterparts; each such executed counterpart shall be deemed an original land
all such counterpart together shall constitute one and the same instrument.
(THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK)
7
<PAGE>
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto as of and the date first above written.
CATHAY GLOBAL INVESTMENTS, INC. C.I.S. RESOURCES LIMITED LIABILITY
COMPANY
By Continental Integrated Services,
Inc., its sole Member
By: /s/ Earl B. Wing
--------------------------------
Earl B. Wing, Vice President
By: /s/ Chih-Hui Lu
--------------------------------
Chih-Hui Lu, Secretary/Treasurer
GEORGIA RESOURCES, INC.
By: /s/ Chih-Hui Lu
---------------------------------
Chih-Hui Lu, Secretary/Treasurer
CAPITAL AGGREGATE PARTNERS, LLC
By: /s/ Gary J. Graham
---------------------------------
Gary J. Graham, Manager
AMERECO, INC. LAW OFFICES OF
DIANA L. POWELL, ESQ.
By: /s/ Kenneth W. Tribbey /s/ Diana L. Powell
---------------------------------- -----------------------------------
Kenneth W. Tribbey, Vice President
8
<PAGE>
EXHIBIT C-1
Documents to be Deposited by the CGI Parties: All documents related to the
Shares and Options and the assignment thereof to CAP from the CGI Parties.
Document Description
--------------------
1. One or more certificates representing an aggregate of 3,635,165 shares of
Amereco common stock in transferable form indorsed to CAP with signatures
medallion guaranteed, and/or assignments, stock powers, and/or other
legally acceptable documentation, with the records of Amereco reflecting
the address of the Escrow Agent as the record address for Cathay (such
address not to be changed without the written consent of CAP and Cathay).
2. Option agreements representing the right to acquire 1,563,994 shares of
Amereco common stock on various terms and conditions, together with
executed assignments thereof from the optionees to CAP.
9
<PAGE>
EXHIBIT C-2
Documents to be Deposited by Cathay: All documents related to the Secured
Cathay/Amereco Note and the assignment thereof to CAP from the CGI Parties.
Document Description
--------------------
1. Secured Loan Agreement effective as of April 18, 1997, between Amereco,
Inc. and Cathay Global Investments, Inc.
2. Promissory Note dated as of April 18, 1997, from Amereco, Inc. ("Amereco")
to Cathay Global Investments, Inc. ("Cathay") in the principal amount of
$947,618.81, together with executed assignment thereof from Cathay to
Capital Aggregate Partners, LLC.
3.
4. Registration Rights Agreement effective as of April 18, 1997, between
Amereco and Cathay.
5. Pledge Agreement dated June 20, 1997, between Amereco and Cathay pledging
all of the shares of the issued and outstanding common stock of Omnivest
Resources, Inc., wholly-owned subsidiary of Amereco, which shares are
evidenced by Certificate 14 (for 4,501,801 shares), together with blank
stock powers executed by Amereco in form for transfer by delivery.
6. Pledge Agreement dated June 20, 1997, between Steven H. Miller and Cathay
pledging all of the shares of the issued and outstanding common stock and
preferred stock of Amereco held by Steven H. Miller as of January 31, 1997,
which shares are evidenced by Certificates 3054 (for 671,245 shares), 2548
(for 822,200 shares) and 2790 (for 450,000 shares) (collectively being
38,869 shares following a reverse stock split previously accomplished by
Amereco), and options to acquire 350,000 shares pursuant to option
agreements dated November 10, 1992, and October 10, 1995, together with
blank stock powers executed by Mr. Miller in form for transfer by delivery.
7. Pledge Agreement dated June 20, 1997, between Kenneth W. Tribbey and Cathay
pledging all of the shares of the issued and outstanding common stock and
preferred stock of Amereco held by Kenneth W. Tribbey as of January 31,
1997, which shares are evidenced by Certificates 2549 (for 800,000 shares),
2791 (for 450,000 shares) and 3055 (for 671,245 shares) (collectively being
38,425 shares following a reverse stock split previously accomplished by
Amereco), and options to acquire 350,000 shares pursuant to option
agreements dated November 10, 1992, and October 10, 1995, together with
blank stock powers executed by Mr. Tribbey in form for transfer by
delivery.
10
<PAGE>
EXHIBIT C-3
Secured Congress Note Documents: All documents related to the Secured Congress
Note and the assignment thereof to CAP from the CGI Parties.
1. The First Amended and Restated Loan and Security Agreement between Omnivest
Resources, Inc. ("ORI") and Congress Financial Corporation (Western)
("Congress") dated August 1, 1996, as amended by the First Amendment to
First Amended and Restated Loan and Security Agreement and Related
Documents dated August 2, 1996, the Second Amendment to First Amended and
Restated Loan and Security Agreement and Related Documents dated March 17,
1997, and the Third Amendment to First Amended and Restated Loan and
Security Agreement and Related Documents dated April 18, 1997.
2. First Amended and Restated Term Promissory Note dated August 1, 1996, from
ORI to Congress in the principal amount of $2,375,000, together with
executed assignment thereof from Cathay to Capital Aggregate Partners, LLC.
3. The UCC financing statements filed against ORI by Congress with the
Colorado Central Indexing System, the Georgia Central Indexing System, the
Utah Secretary of State and Douglas County, Colorado, subject to the
releases described in the other Loan Documents.
4. The Guaranty from Amereco, Inc. to Congress dated August 1, 1996.
11
<PAGE>
EXHIBIT C-4
RELEASE AND ASSIGNMENT
----------------------
Capital Aggregate Partners, LLC, a Colorado limited liability company whose
address is 9250 E. Costilla Avenue, Suite 650, Englewood, CO 80112 ("CAP"),
hereby releases, remises, assigns, and quitclaims to Cathay Global Investments,
Inc., C.I.S. Resources Limited Liability Company, and Georgia Resources, Inc.
(in such amounts as such interests were held prior to January 9, 1998) all of
CAP's right, title and interest in and to the documents, instruments, and assets
described on EXHIBIT C-1 (the "C-1 Assets") which exhibit is attached hereto and
by this reference incorporated herein. This Release and Assignment is effective
for all purposes as of January 9, 1998, the date as of which the C-1 Assets ere
placed into escrow.
Dated: January 14, 1998
to be effective as of January 9, 1998.
CAPITAL AGGREGATE PARTNERS, LLC
By: /s/ Gary J. Graham
---------------------------------
Gary J. Graham, Manager and
Authorized Representative
12
<PAGE>
EXHIBIT C-5
RELEASE AND ASSIGNMENT
----------------------
Capital Aggregate Partners, LLC, a Colorado limited liability company whose
address is 9250 E. Costilla Avenue, Suite 650, Englewood, CO 80112 ("CAP"),
hereby releases, remises, assigns, and quitclaims to Cathay Global Investments,
Inc., C.I.S. Resources Limited Liability Company, and Georgia Resources, Inc.
(in such amounts as such interests were held prior to January 9, 1998) all of
CAP's right, title and interest in and to the documents, instruments, and assets
described on EXHIBIT C-2 (the "C-2 Assets") which exhibit is attached hereto and
by this reference incorporated herein. This Release and Assignment is effective
for all purposes as of January 9, 1998, the date as of which the C-2 Assets ere
placed into escrow.
Dated: January 14, 1998
to be effective as of January 9, 1998.
CAPITAL AGGREGATE PARTNERS, LLC
By: /s/ Gary J. Graham
---------------------------------
Gary J. Graham, Manager and
Authorized Representative
13
<PAGE>
EXHIBIT C-6
RELEASE AND ASSIGNMENT
----------------------
Capital Aggregate Partners, LLC, a Colorado limited liability company whose
address is 9250 E. Costilla Avenue, Suite 650, Englewood, CO 80112 ("CAP"),
hereby releases, remises, assigns, and quitclaims to Cathay Global Investments,
Inc., C.I.S. Resources Limited Liability Company, and Georgia Resources, Inc.
(in such amounts as such interests were held prior to January 9, 1998) all of
CAP's right, title and interest in and to the documents, instruments, and assets
described on EXHIBIT C-3 (the "C-3 Assets") which exhibit is attached hereto and
by this reference incorporated herein. This Release and Assignment is effective
for all purposes as of January 9, 1998, the date as of which the C-3 Assets ere
placed into escrow.
Dated: January 14, 1998
to be effective as of January 9, 1998.
CAPITAL AGGREGATE PARTNERS, LLC
By: /s/ Gary J. Graham
---------------------------------
Gary J. Graham, Manager and
Authorized Representative
14
