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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)*
News Communications, Inc.
- ---------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
- ---------------------------------------------------------------------------
(Title of Class of Securities)
652484601
-----------------------------------
(CUSIP Number)
Paul J. Pollock, Esq.
Piper & Marbury L.L.P.
1251 Avenue of the Americas
New York, New York 10020-1104
(212) 835-6280
- ---------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
July 28, 1999
--------------------------------------------
(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 that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box |_|.
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 11 pages)
- -----------------
1The 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 (12-91)
<PAGE>
SCHEDULE 13D
CUSIP No. 652484601 Page 2 of 11 Pages
- ---------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jerry Finkelstein
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
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
U.S.A.
- ---------------------------------------------------------------------------
--------------------------------------------------------------
7 SOLE VOTING POWER
1
NUMBER OF 680,722
--------------------------------------------------------------
--------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2
OWNED BY 76,612
--------------------------------------------------------------
--------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1
PERSON 680,722
--------------------------------------------------------------
--------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
2
76,612
--------------------------------------------------------------
- ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3
757,334
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |X|3
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3%
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- ---------------------------------------------------------------------------
1 Includes 493,333 shares that may be acquired upon the exercise of currently
exercisable stock options.
2 Includes 9,945 shares owned by The Jerry Finkelstein Foundation, Inc., of
which Mr. Finkelstein is the sole director and President, and 66,667 shares
owned by Mr. Finkelstein's wife.
3 Excludes 4,171,628 shares owned by other parties to a certain stockholders'
agreement of which Mr. Finkelstein disclaims beneficial ownership. See Item 6
for a description of the stockholders' agreement and Mr. Finkelstein's
options.
*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. 652484601 Page 3 of 11 Pages
- ---------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Shirley Finkelstein
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
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
U.S.A.
- ---------------------------------------------------------------------------
--------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
--------------------------------------------------------------
--------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1
OWNED BY 66,667
--------------------------------------------------------------
--------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON
--------------------------------------------------------------
--------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
1
66,667
--------------------------------------------------------------
- ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2
66,667
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |X|2
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.98%
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- ---------------------------------------------------------------------------
1 Voting power is shared with Jerry Finkelstein, Mrs. Finkelstein's husband.
2 Excludes 493,333 shares that may be acquired upon the exercise of currently
exercisable stock options owned by Mrs. Finkelstein's husband and 4,368,962
shares owned by other parties to a certain stockholders' agreement (including
187,389 shares owned by Mrs. Finkelstein's husband and 9,945 shares owned by
The Jerry Finkelstein Foundation, Inc., of which Mrs. Finkelstein's husband
is the sole director and President) of which Mrs. Finkelstein disclaims
beneficial ownership. See Item 6 for a description of the stockholders'
agreement and Mr. Finkelstein's options.
*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. 652484601 Page 4 of 11 Pages
- ---------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Jerry Finkelstein Foundation, Inc.
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
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
New York
- ---------------------------------------------------------------------------
--------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
--------------------------------------------------------------
--------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1
OWNED BY 9,945
--------------------------------------------------------------
--------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON
--------------------------------------------------------------
--------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
1
9,945
--------------------------------------------------------------
- ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2
9,945
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |X|2
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.15%
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- ---------------------------------------------------------------------------
1 Voting power is shared with Jerry Finkelstein, the sole director and
President of the Foundation.
2 Excludes 493,333 shares that may be acquired upon the exercise of currently
exercisable stock options owned by Mr. Finkelstein husband and 4,425,684
shares owned by other parties to a certain stockholders' agreement (including
187,389 shares owned by Mr. Finkelstein and 66,667 shares owned by Mr.
Finkelstein's wife) of which the Foundation disclaims beneficial ownership.
See Item 6 for a description of the stockholders' agreement and Mr.
Finkelstein's options.
*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>
Item 1.Security and Issuer.
This statement relates to the common stock, $.01 par value, of News
Communications, Inc., a Nevada corporation. The address of News Communication's
principal executive office is 174-15 Horace Harding Expressway, Fresh Meadows,
New York 11365.
Item 2.Identity and Background.
(a) This statement is being filed on behalf of Jerry Finkelstein,
Shirley Finkelstein and The Finkelstein Foundation, Inc. (collectively, the
"Finkelstein Group").
(b) Mr. Finkelstein's business address and the address of The
Finkelstein Foundation is 10 East 40th Street, Suite 1308, New York, NY. Mrs.
Finkelstein resides at The Carlyle Hotel, 35 East 76th Street, New York, NY
10021.
(c) Mr. Finkelstein is a private investor. Mr.
Finkelstein is also the Chairman of the Board of Directors and a
Director of the Issuer and an officer and/or director of various
of the Issuer's subsidiaries. The Finkelstein Foundation, Inc.
is charitable foundation of which Mr. Finkelstein is the sole
director and President.
(d-e)During the last five years, Mr. Finkelstein has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors)and was not a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding, was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violations with respect to such laws.
Item 3.Source and Amount of Funds or Other Consideration.
Purchases by the Finkelstein Group were made with personal funds,
except for Mr. Finkelstein's options which were granted for his services to the
Issuer as Chairman of the Board.
Item 4.Purpose of Transaction.
All securities reported hereunder have been acquired by the
Finkelstein Group in order to obtain an equity position in the Issuer for
investment purposes. Depending upon market conditions and other factors that
each member of the Finkelstein Group may deem material to his, her or its
investment decisions, he, she or it may acquire additional securities of the
Issuer in the open market, in private transactions or by any other permissible
means, although, except for the Subscription Agreement and the Stock Option
Agreement described in Item 6, such person has no present intention to do so.
Page 5 of 11
<PAGE>
None of the purchases by the Finkelstein Group were made for the
purposes of acquiring control of the Issuer. However, under the terms of the
Stockholders' Agreement described in Item 6, the Finkelstein Group has agreed to
vote its shares so as to elect nominees constituting the entire Board of
Directors for as long as Steven Farbman ("Farbman") is the President and Chief
Executive Officer of the Issuer and, in certain circumstances, has agreed to
sell its shares or cause the sale of Farbman's shares in an agreed upon manner
which may, in the future, result in a change in control of the Issuer.
By virtue of the ownership of the Stockholders identified in Item 6,
the Finkelstein Group and the other Stockholders will control the election of
all of the members of the Board of Directors of the Issuer. See Item 6. Except
as set forth above, none of the members of the Finkelstein Group has any present
plans or intentions which would result in or relate to any of the transactions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5.Interest in Securities of the Issuer.
(a-b) As of August 1, 1999, Mr. Finkelstein, Mrs. Finkelstein and The
Finkelstein Foundation, Inc. owned 757,334 shares, or 10.3%, of the Issuer's
common stock based on the number of shares outstanding as reported in the
Issuer's Form 10-QSB for the quarter ended May 31, 1999 plus the 250,000 shares
of common stock issued to Farbman on July 28, 1999. Of the shares owned by the
Finkelstein Group, (i) Mr. Finkelstein has sole voting and dispositive power
over 680,722 shares (including options to purchase 434,444 shares of common
stock owned by Mr. Finkelstein), (ii) Mr. Finkelstein and his wife share voting
and dispositive power over 66,667 shares owned by the Mrs. Finkelstein and (iii)
Mr. Finkelstein and The Finkelstein Foundation, Inc. share voting and
dispositive power over 9,945 shares owned by The Finkelstein Foundation.
By virtue of having entered into the Stockholders' Agreement, each of Mr.
Finkelstein, Mrs. Finkelstein and The Finkelstein Foundation, Inc. may be deemed
under Rule 13d-3 and Rule 13d-5 promulgated under the Exchange Act to be a
member of a group with the Stockholders described in Item 6. However, under the
Stockholders' Agreement, Mr. Finkelstein, Mrs. Finkelstein and The Finkelstein
Foundation, Inc. sole voting power with respect to such shares. Accordingly,
pursuant to Rule 13d-4 promulgated under the Exchange Act, the Finkelstein Group
expressly disclaims beneficial ownership of the shares beneficially owned by the
other Stockholders and that the filing of this Statement on Schedule 13D shall
not be construed as an admission that any member of the Finkelstein Group is the
beneficial owner, under Section 13(d) or 13(g) of the Exchange Act, of the
shares beneficially owned by the other Stockholders.
(c) Mr. Finkelstein has not effected any other transaction in shares
of News Communications' common stock during the past 60 days, although he may
acquire shares upon exercise of his options until July 28, 2004. See Item 6.
(d) Not applicable.
(e) Not applicable
Page 6 of 11
<PAGE>
Item 6.Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the
Issuer.
On July 28, 1999, the Finkelstein Group entered into a certain
Stockholders' Agreement (the "Stockholders' Agreement") by and among the Issuer;
Wilbur L. Ross, Jr. ("Ross"); Melvyn I. Weiss and The M&B Weiss Family
Partnership (the "Weiss Group"); J. Morton Davis, D.H. Blair Investment Banking
Corp., Rivkalex Corporation and Rosalind Davidowitz (collectively, the "Davis
Group"); and Farbman (each member of the Finkelstein Group, Ross, the Davis
Group and the Weiss Group and Farbman, individually, a "Stockholder" and
collectively the "Stockholders"). The Stockholders' Agreement is listed as
Exhibit 1 to Item 7 and the terms thereof are incorporated herein by reference.
Under the terms of the Stockholders' Agreement, for so long as
Farbman is President and Chief Executive Officer of the Issuer, the Stockholders
have agreed to act to reduce the size of the Issuer's Board of Directors to, and
to maintain the size of the Board at, 9 members. The Stockholders have also
agreed to vote their Shares so as to elect as directors of the Issuer (i) Mr.
Finkelstein; (ii) two persons designated by Ross, one of whom shall initially be
Ross and the other of whom shall initially be Robert Nederlander; (iii) three
persons designated by Farbman, one of whom shall be Farbman, one of whom shall
initially be Steven Price and one of whom shall initially be Michael Schenkler;
(iv) one person to be designated by the Weiss Group who shall initially be Gary
Weiss; (v) one person to be designated by the Davis Group who shall initially be
Martin A. Bell; and (vi) one person to be designated by the Davis Group, the
Weiss Group and the Finkelstein Group acting jointly who shall initially be
Martin Mendelson. As a result of the Stockholders' Agreement and the collective
ownership by the Stockholders of more than 66% of the Issuer's common stock,
upon the receipt of resignations from the existing Board members who are not
being designated for election as directors of the Issuer as described above, the
Stockholders will control the election of the members of the entire Board of
Directors.
In addition, the Stockholders' Agreement provides for the disposition
of shares of the Issuer's Common Stock under certain circumstances in a
specified manner. The Finkelstein Group, individually or with any other
Stockholder, may not sell, other than in open market transactions, 20% or more
of the Issuer's common stock on a fully diluted basis unless the shares are
first offered to Farbman. Conversely, subject to Farbman's first refusal right,
if the Finkelstein Group or any other Stockholders seek to sell shares
representing 50% or more of the Issuer's outstanding common stock on a fully
diluted basis, such Stockholders may force Farbman to sell some or all of his
shares in the disposition.
On July 27, 1999, upon approval by the Issuer's Board of Directors, the
Issuer granted Mr. Finkelstein options to purchase 200,000 shares of its common
stock at an exercise price of $2.25 per share. Such options are immediately
exercisable and will expire on July 28, 2004. In addition, the Issuer extend the
termination date of Mr. Finkelstein's 193,333 then existing stock options to
July 28, 2004. Of such options, 50,000 were to expire on August 12, 1999, 3,333
were to expire on August 17, 1999, 16,667 were to expire on November 7, 1999,
116,667 were to expire on June 22, 2000, 3,333 were to expire on August 17, 2000
and 3,333 were to expire on August 17, 2001. All such options are immediately
exercisable.
Page 7 of 11
<PAGE>
Finally, on July 28, 1999, D.H. Blair Investment Banking Corp. granted Mr.
Finkelstein an option to purchase 100,000 shares of the Issuer's common stock
owned by D.H. Blair at an exercise price of $2.25 per share. The option is
immediately exercisable and will expire on July 29, 2004. The D.H. Blair Option
Agreement is included as Exhibit 2 to Item 7 and the terms thereof are
incorporated herein by reference.
Except as set forth above in this Item 6, none of Mr. Finkelstein, Mrs.
Finkelstein or The Finkelstein Foundation, Inc. has entered into any contracts,
arrangements, understandings or relationships (legal or otherwise) with any
person with respect to any securities of the Issuer.
The foregoing description of each of the agreements incorporated by
reference into this Item 6 are qualified by reference to the actual agreement
attached as an exhibit to this Schedule.
Item 7.Material to be Filed as Exhibits.
The following are filed herewith as Exhibits:
Exhibit Description
------- -----------
1 Stockholders' Agreement dated July 28, 1999
by and among News Communications, Inc., Jerry
Finkelstein, The Finkelstein Foundation,
Inc., Shirley Finkelstein, Wilbur L. Ross,
Jr.; Melvyn I. Weiss, M&B Weiss Family
Partnership, J. Morton Davis, D.H. Blair
Investment Banking Corp., Rivkalex
Corporation, Rosalind Davidowitz, and Steven
Farbman. (1)
2 Stock Option Agreement dated July 28, 1999 by
and between D.H. Blair Investment Banking
Corp. and Jerry Finkelstein.
--------------------------------
(1) Incorporated by reference from the Issuer's Current Report on Form
8-K filed with the Securities and Exchange Commission on August 9,
1999.
Page 8 of 11
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: August 9, 1999
/s/ Jerry Finkelstein
Jerry Finkelstein
/s/ Shirley Finkelstein
Shirley Finkelstein
The Finkelstein Foundation, Inc.
By: /s/ Jerry Finkelstein
Jerry Finkelstein
President
<PAGE>
Exhibit 2
STOCK OPTION AGREEMENT
AGREEMENT made as of the 28th day of July, 1999 by and between D.H.
Blair Investment Banking Corp., having its executive offices at 44 Wall Street,
New York, NY 10005 ("Blair"), and JERRY FINKELSTEIN, residing at The Carlyle
Hotel, Room 1907, 35 East 76th Street, New York, NY 10021 ("Finkelstein").
W I T N E S S E T H:
WHEREAS, Finkelstein desires to acquire from Blair, and Blair desires
to grant to Finkelstein, an option to purchase 100,000 shares of common stock of
News Communications, Inc. (the "Company") owned by Blair.
NOW, THEREFORE, for $10.00 and other good and valuable consideration,
the sufficiency and adequacy of which is hereby acknowledged, the parties hereto
agree as follows:
1. Grant of Option. Upon the terms and subject to the conditions set
forth herein, Blair hereby grants to Finkelstein the right and option (the
"Option") to purchase 100,000 shares of the Company's common stock at an
exercise price of $2.25 per share. Finkelstein may exercise all or part of the
Option any time and from time to time until July 28, 2004.
2. Method of Exercising Option. Finkelstein may exercise the Option
by delivering to Blair (i) a written notice stating the number of shares of
common stock that Finkelstein has elected to purchase at that time from Blair
and (ii) full payment of the purchase price of the shares of common stock then
to be purchased. Payment of the purchase price for the shares of common stock
upon any exercise of the Option may be made by certified or bank cashier's check
payable to the order of Blair or by wire transfer subject to the instructions of
Blair, together with such amount as Blair shall, in its sole discretion, deem
necessary to satisfy any tax obligation arising by reason of the transfer of
such shares of common stock.
3. Issuance of Common Stock upon Exercise of Option. As promptly as
practicable after receipt of such written notification of Finkelstein's election
to exercise the Option and full payment of such purchase price, Blair shall
transfer to Finkelstein the number of shares of common stock with respect to
which the Option has been so exercised and shall deliver to Finkelstein a
certificate or certificates therefor, duly endorsed in blank or accompanied by
appropriate stock powers in Finkelstein's name.
4. Securities Law Acknowledgments. Finkelstein acknowledges that the
shares of common stock issued upon exercise of the Option may not be registered
under applicable securities laws, that such shares of common stock purchased
upon the exercise of the Option must be held indefinitely unless subsequently
registered under the applicable securities laws or unless an exemption therefrom
is available. The shares of common stock issued pursuant to the terms of this
Agreement shall represent fully paid and nonassessable shares of common stock.
Page 10 of 11
<PAGE>
5. Transferability. The Option may be transferred by Finkelstein only
to a member of Finkelstein's immediate family or pursuant to applicable laws of
descent and distribution.
6. Rights as Stockholder. Finkelstein shall have no rights as a
stockholder with respect to any share of common stock covered by the Option
until Finkelstein shall have become the holder of record of such share of common
stock, and no adjustment shall be made for dividends or distributions or other
rights in respect of such share of common stock for which the record date is
prior to the date upon which Finkelstein shall become the holder of record
thereof.
7. Notice. Every notice or other communication relating to this
Agreement shall be in writing and shall be mailed to or delivered to the party
for whom it is intended at such address as may, from time to time, be designated
in a notice mailed or delivered to the other party as herein provided; provided
that, unless and until some other address be so designated, all notices or
communications shall be mailed or delivered to the parties at their addresses
first set forth above.
8. Entire Agreement. This Agreement sets forth the complete
understanding of Blair and Finkelstein with respect to the subject matter hereof
and supersedes all prior understandings, whether oral or written.
9. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York (without giving effect to
principles of conflicts of law).
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
on the day and year first above written.
D.H. BLAIR INVESTMENT BANKING CORP.
By:_____________________________________
Name:
Title:
------------------------------
Jerry Finkelstein
Page 11 of 11
