SEC 1746
(2-98)
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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. 2)*
GZA GeoEnvironmental Technologies, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
362386104
(CUSIP Number)
William R. Beloff, 9 Bridie Lane, Norfolk, Massachusetts 02056
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 9, 2000
(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 Sections 240.13d-1(e),
240.13d-1(f) or 240.13d-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 Section 240.13d-7 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).
CUSIP No. 362386104
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
Futureco Environmental Inc. ("Futureco")
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
3. SEC Use Only ...........................................
4. Source of Funds (See Instructions) .
....00
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e) .................
6. Citizenship or Place of Organization Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power
8. Shared Voting Power 865,604
9. Sole Dispositive Power
10. Shared Dispositive Power 865,604
11. Aggregate Amount Beneficially Owned by Each Reporting Person 865,604
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ...X........
13. Percent of Class Represented by Amount in Row 11 23.6%
14. Type of Reporting Person (See Instructions)
CO.................................................................
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
William R. Beloff
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
3. SEC Use Only ...........................................................
4. Source of Funds (See Instructions) .
....PF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) .................
6. Citizenship or Place of Organization Massachusetts
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power 41,848
8. Shared Voting Power
9. Sole Dispositive Power 41,848
10. Shared Dispositive Power ...............................................
11. Aggregate Amount Beneficially Owned by Each Reporting Person 41,848
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ...X........
13. Percent of Class Represented by Amount in Row 11 1.1%
14. Type of Reporting Person (See Instructions)
.....IN
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
Joseph P. Hehir
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
3. SEC Use Only ..........................................................
4. Source of Funds (See Instructions) .
PF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) .................
6. Citizenship or Place of Organization Massachusetts
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power 38,140
8. Shared Voting Power
9. Sole Dispositive Power 38,140
10. Shared Dispositive Power ...............................................
11. Aggregate Amount Beneficially Owned by Each Reporting Person 38,140
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ...X........
13. Percent of Class Represented by Amount in Row 11 1.0%
14. Type of Reporting Person (See Instructions)
.....IN.................................................................
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
Lawrence Feldman
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
3. SEC Use Only .........................................................
4. Source of Funds (See Instructions) .
....PF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) .................
6. Citizenship or Place of Organization Massachusetts
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power 55,327
8. Shared Voting Power
9. Sole Dispositive Power 55,327
10. Shared Dispositive Power ..............................................
11. Aggregate Amount Beneficially Owned by Each Reporting Person 55,327
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ...X........
13. Percent of Class Represented by Amount in Row 11 1.5%
14. Type of Reporting Person (See Instructions)
.....IN.................................................................
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
William E. Hadge
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
3. SEC Use Only .........................................................
4. Source of Funds (See Instructions) .
....PF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) .................
6. Citizenship or Place of Organization Massachusetts
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power 19,386
8. Shared Voting Power
9. Sole Dispositive Power 19,386
10. Shared Dispositive Power .............................................
11. Aggregate Amount Beneficially Owned by Each Reporting Person 19,386
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ...X........
13. Percent of Class Represented by Amount in Row 11 0.5%
14. Type of Reporting Person (See Instructions)
.....IN............................................................
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
M. Joseph Celi
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
3. SEC Use Only ..........................................................
4. Source of Funds (See Instructions) .
....PF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) .................
6. Citizenship or Place of Organization Massachusetts
*
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power 24,382
8. Shared Voting Power
9. Sole Dispositive Power 24,382
10. Shared Dispositive Power .............................................
11. Aggregate Amount Beneficially Owned by Each Reporting Person 24,382
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ...X........
13. Percent of Class Represented by Amount in Row 11 0.7%
14. Type of Reporting Person (See Instructions)
.....IN..........................................................
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This Amendment No. 2 relates to the Schedule 13D originally filed on
behalf of Futureco with the Securities and Exchange Commission on
March 31, 2000. The text of Items 4, 5 and 7 and the Exhibit Index
are hereby amended to reflect that on May 9, 2000 Futureco acquired
beneficial ownership of 219,000 shares of common stock of GZA.
Item
4. Purpose of Transaction
On March 21, 2000, Futureco, whose principals are members of senior
management of GZA, entered into a Purchase Agreement with each of
Donald T. Goldberg, William S. Zoino, and John E. Ayers (collectively
the "Selling Shareholders") to purchase a total of 646,604 shares
of GZA's common stock from the Selling Shareholders which Purchase
Agreements include agreements from the Selling Shareholders to vote
in favor of any merger proposed by Futureco as hereinafter described.
Also on March 21, 2000, Futureco made a preliminary proposal to
GZA to enter into a "cash out" merger (the "Transaction") at a price
per share to be determined the effect of which would be to purchase
all of the "public shares" of GZA in a "management buyout," subject
to various approvals required for both parties. GZA appointed a
special committee and hired investment bankers to consider the
Transaction. Futureco anticipates that the Transaction, if
consummated, will constitute a "going private transaction" and
that the common stock of GZA would cease to be traded on the NASDAQ
and would be deregistered under Section 12(g) of the Securities
Exchange Act of 1934, as amended.
On May 2, 2000, Futureco made a revised proposal to the special
committee of GZA to enter into the Transaction at a price of $6.25
in cash per share of common stock held by the public shareholders
of GZA. Futureco has been informed that this offer is not
acceptable to the special committee; however, discussions with the
special committee are continuing.
On May 9, 2000, Futureco entered into a Purchase Agreement with
Acquisitor PLC ("Acquisitor") to purchase a total of 219,000 shares
of GZA's common stock from Acquisitor at a per share price equal to
the greater of (i) $6.25 or (ii) the price paid to the public
shareholders in connection with the Transaction which Purchase
Agreement includes an agreement from Acquisitor to vote in favor
of any merger proposed by Futureco.
There can be no assurance that the Transaction will occur or, if it
does, on what terms. Futureco may enter into agreements to acquire
additional shares of common stock of GZA.
Item
5. Interest in Securities of the Issuer
(a) William R. Beloff
(b) William R. Beloff holds the sole power to vote and dispose of
41,848 shares of common stock of GZA which represents 1.1% of
the total shares outstanding. He owns 35,706 shares of common
stock; he owns 2,142 shares of common stock through his 401k
account; and he owns an option exercisable as to 4,000 shares
of common stock. He disclaims any beneficial ownership in any
of the shares of common stock of GZA which are owned Futureco,
Joseph P. Hehir, Lawrence Feldman, William E. Hadge, and
M. Joe Celi.
(c) On March 31, 2000, by a distribution to his 401k account, William
R. Beloff acquired 343 shares of common stock of GZA to be owned
by him through his 401k account.
(d) Not applicable
(e) Not Applicable
(a) Joseph P. Hehir
(b) Joseph P. Hehir holds the sole power to vote and dispose of 38,140
shares of common stock of GZA which represents 1.0% of the total
shares outstanding. He owns 30,000 shares of common stock;
he owns 1,940 shares of common stock through his 401k account;
and he owns an option exercisable as to 6,200 shares of common
stock. He disclaims any beneficial ownership in any of the
shares of common stock of GZA which are owned by Futureco,
William R. Beloff, Lawrence Feldman, William E. Hadge, and
M. Joe Celi.
(c) On March 31, 2000, by a distribution to his 401k account, Joseph
P. Hehir acquired 287 shares of common stock of GZA to be owned
by him through his 401k account.
(d) Not applicable
(e) Not Applicable
(a) Lawrence Feldman
(b) Lawrence Feldman holds sole power to vote and dispose of 55,327
shares of common stock of GZA which represents 1.5% of the total
shares outstanding. He owns 47,001 shares of common stock;
he owns 2,126 shares of common stock through his 401k account;
and he owns an option exercisable as to 6,200 shares of common
stock. He disclaims any beneficial ownership in any of the
shares of common stock of GZA which are owned by Futureco,
William R. Beloff, Joseph P. Hehir, William E. Hadge, and
M. Joe Celi.
(c) On March 31, 2000, by a distribution to his 401k account,
Lawrence Feldman acquired 297 shares of common stock of GZA
to be owned by him through his 401k account.
(d) Not applicable
(e) Not Applicable
(a) William E. Hadge
(b) William E. Hadge holds the sole power to vote and dispose of
19,386 shares of common stock of GZA which represents 0.5% of
the total shares outstanding. He owns 13,917 shares of common
stock; he owns 1,869 shares of common stock through his 401k
account; and he owns an option exercisable as to 3,600 shares
of common stock. He disclaims any beneficial ownership in any
of the shares of common stock of GZA which are owned by
Futureco, William R. Beloff, Joseph P. Hehir, Lawrence Feldman,
and M. Joe Celi.
(c) On March 31, 2000, by a distribution to his 401k account, William
E. Hadge acquired 276 shares of common stock of GZA to be owned
by him through his 401k account.
(d) Not applicable
(e) Not Applicable
(a) M. Joseph Celi
(b) M. Joseph Celi holds the sole power to vote and dispose of
24,382 shares of common stock of GZA which represents
0.7% of the total shares outstanding. He owns 8,505
shares of common stock; he owns 2,477 shares of common stock
through his 401k account; and he owns an option exercisable as
to 13,400 shares of common stock. He disclaims any beneficial
ownership in any of the shares of common stock of GZA which
are owned by Futureco, William R. Beloff, Joseph P. Hehir,
Lawrence Feldman, and William E. Hadge.
(c) On March 31, 2000, by a distribution to his 401k account,
M. Joseph Celi acquired 338 shares of common stock of GZA to
be owned by him through his 401k account.
(d) Not applicable
(e) Not applicable
(a) Futureco
(b) Futureco has entered into agreements to hold the shared power
to vote and dispose of 865,604 shares of common stock of GZA
which represents 23.6% of the total shares outstanding.
Futureco disclaims any beneficial ownership in any of the
shares of common stock of GZA which are owned by William R.
Beloff, Joseph P. Hehir, Lawrence Feldman, William E. Hadge,
and M. Joe Celi.
(c) Futureco entered into an agreement on May 9, 2000 to acquire
219,000 shares of common stock of GZA from Acquisitor.
Futureco entered into agreements on March 21, 2000 to acquire
646,604 shares of common stock of GZA from the Selling
Shareholders.
(d) Acquisitor has the right to receive dividends and the proceeds
of a sale of the shares it is selling. Their right relates
to 6.0% of the shares of common stock of GZA. The Selling
Shareholders have the right to receive dividends and the proceeds
of a sale of the shares they are selling. Their right relates
to 17.6% of the shares of common stock of GZA.
(e) Not applicable
Item
7. Material to be filed as Exhibits
Attached as Exhibit A is a Purchase Agreement.
Attached as Exhibit B is an agreement between and among
William R. Beloff, Joseph A. Hehir, Lawrence Feldman,
William E. Hadge, M. Joseph Celi and Futureco that this Form 13D
is being filed on behalf of all of them. Attached as Exhibit C is
a Purchase Agreement with Acquisitor.
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.
May 9, 2000
Date
William R. Beloff, Joseph P. Hehir, Lawrence Feldman, William E.
Hadge, M. Joseph Celi and Futureco Environmental Inc.
By: William R. Beloff, For himself and as agent for each of the
persons indicated pursuant to a joint filing agreement previously
filed with the Securities and Exchange Commission
/s/ William R. Beloff
Signature
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)
EXHIBIT INDEX
EXHIBIT
* Purchase Agreement with Donald T. Goldberg
* Joint Filing Agreement
o Purchase Agreement with Acquisitor
* Exhibit Previously Filed
o Exhibit Included Herewith
Exhibit C
PURCHASE AGREEMENT
This Purchase Agreement (the "Purchase Agreement") is made and entered
into as of May 9, 2000, by and between Futureco Environmental Inc.,
a Delaware corporation ("Futureco"), and the undersigned stockholder
("Holder") of GZA GeoEnvironmental Technologies, Inc., a Delaware
corporation ("GZA").
RECITALS
Futureco has presented a proposal to the board of directors
of GZA to acquire (either directly or through an affiliate) all
of the outstanding capital stock of GZA through
various transactions yet to be determined, but including a merger
(the "Merger" which, together with the other transactions, are
collectively referred to herein as the "Transactions").
The Holder is the beneficial owner of such number of shares of
outstanding capital stock and all rights, warrants and options
to acquire shares of capital stock of GZA as is indicated on the
final page of this Purchase Agreement (the "GZA Securities").
In consideration of the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows:
AGREEMENT
1. Agreement to Sell GZA Securities.
(a) Transfer and Encumbrance. Except as provided
herein, Holder agrees not to transfer, sell, exchange, pledge or o
therwise dispose of or encumber the GZA Securities or any New GZA
Securities (as defined in Section 1(b)), or to make any offer
or agreement relating thereto, at any time prior to the Expiration Date.
As used herein, the term "Expiration Date" shall mean the earliest
to occur of (i) the purchase of the GZA Securities and the New
GZA Securities pursuant to the provisions hereof; (ii) notice to
the Holder by Futureco that it has been unable for whatever reason
to consummate the Transactions; (iii) the failure of Futureco or
its affiliate to enter into a definitive agreement with GZA with
respect to the Transactions on or before June 30, 2000; and (iv)
September 30, 2000.
(b) New GZA Securities. Until the Expiration Date,
Holder agrees that any shares of capital stock of GZA and all rights,
warrants and options to acquire shares of capital stock of GZA that
Holder purchases or with respect to which Holder otherwise acquires
beneficial ownership after the date of this Purchase Agreement and prior
to the Expiration Date ("New GZA Securities") shall be subject to the
terms and conditions of this Purchase Agreement to the same extent
as if they constituted GZA Securities.
(c) Sale of Securities. Subject to the terms and
conditions hereof, Futureco agrees to purchase and Holder agrees to
sell the GZA Securities and any New GZA Securities on the Closing Date
(as hereinafter defined) at a price equal to the greater of (i) $6.25
per share or (ii) the per share price paid to the "public" shareholders
of GZA in connection with the Transactions. Notwithstanding the above,
Holder shall not be required to sell the GZA Securities or the New
GZA Securities to Futureco unless and until Futureco or its
affiliate shall have entered into a definitive
agreement with respect to the Merger, or the sale is otherwise in
futherance of the Transactions.
(d) Closing. The purchase and sale of the GZA Securities
and New GZA Securities shall take place at the offices of Bowditch &
Dewey, LLP, 311 Main Street, Worcester, Massachusetts on a date which
is set forth in a notice from Futureco to Holder which date shall be
no earlier than ten days from the date of such notice, but in any event
no later than September 30, 2000 (the "Closing Date").
At the Closing, the Holder shall deliver to Futureco the GZA Securities
and the New GZA Securities (by DTC book-entry to a brokerage account
designated by Futureco) which Futureco is purchasing against delivery
to the Holder by Futureco of a bank wire in the amount of the
purchase price therefore, payable to the Holder's order; provided,
however, if the Closing Date is prior to the time that the alternate
price described in Section 1(c)(ii) can be determined, the consideration
paid at the Closing Date shall be $6.25 per share with the remainder of
the price, if any, being paid at such time as the public shareholders
are paid.
2. Agreement to Vote GZA Securities. Until the Expiration
Date, at every meeting of the stockholders of GZA called with respect
to any of the following, and at every adjournment thereof, and on
every action or approval by written consent of the stockholders of GZA with
respect to any of the following, Holder shall vote the GZA Securities
and any New GZA Securities in favor of adoption and approval of the
Transaction and any matter that could
reasonably be expected to facilitate the Transactions. This Purchase
Agreement is intended to bind Holder as a stockholder of GZA only with
respect to the specific matters set forth herein.
3. Representations, Warranties, Covenants of Holder.
Holder hereby represents, warrants, covenants and agrees as follows:
(a) Authority and Status. Holder (i) is the beneficial
owner of the GZA Securities, and at the Closing Date will be transferred
free and clear of any liens, claims, options, charges or other encumbrances,
and are not subject to any stockholder agreements, voting trusts,
proxies or other arrangements or understandings among the stockholders
of GZA relating to the voting of their respective shares, (ii) does
not beneficially own any shares of capital stock of GZA other than
the GZA Securities and (iii) has full power and authority to make,
enter into and carry out the terms of this Purchase Agreement.
The execution, delivery and performance of this Purchase Agreement
and the consummation of the transactions contemplated hereby will not
result in any violation of any judgment or decree by which Holder
is bound or be in conflict with, or constitute with or without the
passage of time and giving of notice, either a default under
any instrument, judgment, order, writ, decree or contract, or
an event which results in the creation of any material
lien charge or encumbrance upon any assets of the Holder.
(b) Waivers. Holder hereby waives, effective as of the
Closing Date, any liquidation, redemption, anti-dilution,
registration rights, information rights, preemptive rights,
priority rights, rights of first refusal, co-sale or other similar rights,
if any, relating to the GZA Common Stock under the terms of the
certificate of incorporation or bylaws of GZA or any agreement to
which Holder is a party in effect immediately prior to the
Effective Time.
(c) Accuracy of Representations, Warranties and Certifications.
Except to the extent written notification to the contrary is received
by Futureco from Holder prior to the Closing Date, the
representations, warranties and certifications contained herein shall
be accurate at all times from the date hereof through the Closing Date.
4. Representations and Warranties of Futureco. Futureco hereby
represents and warrants that Futureco has full power and authority to enter
into this Purchase Agreement. The execution, delivery and performance
of this Purchase Agreement and the consummation of the transactions
contemplated hereby will not result in any violation of any judgment
or decree by which Futureco is bound or be in conflict with, or constitute
with or without the passage of time and giving of notice, either a
default under any instrument, judgment, order, writ, decree or contract,
or an event which results in the creation of any material lien charge
or encumbrance upon any assets of Futureco. Except to the extent
written notification to the contrary is received by Holder from
Futureco prior to the Closing Date, the representations, warranties
and certifications contained herein shall be accurate at all times
from the date hereof through the Closing Date.
5. Additional Documents. Holder hereby covenants and agrees to
execute and deliver any additional documents necessary or desirable,
in the reasonable opinion of Futureco, to carry out the purpose and
intent of this Purchase Agreement.
6. Termination. This Purchase Agreement shall terminate
and shall have no further force or effect as of the Expiration Date
and the parties hereto shall have no further obligations except
for those provisions which by their terms survive.
Without limiting the generality of the foregoing, Futureco
shall have no purchase obligations under the provisions of
Section 1(c) after delivery of the notice described in Section 1(a).
7. Miscellaneous.
(a) Amendments and Waivers. Any term of this Purchase
Agreement may be amended or waived with the written consent of the
parties or their respective successors and assigns. Any amendment
or waiver effected in accordance with this Section 8(a) shall be
binding upon the parties and their respective successors and assigns.
(b) Governing Law. This Purchase Agreement and all
acts and transactions pursuant hereto and the rights and obligations
of the parties hereto shall be governed, construed
and interpreted in accordance with the laws of the State of Delaware,
without giving effect to principles of conflicts of law.
(c) Counterparts. This Purchase Agreement may be
executed in two or more counterparts, each of which shall be
deemed an original and all of which together shall constitute
one instrument.
(d) Titles and Subtitles. The titles and subtitles
used in this Purchase Agreement are used for convenience only and
are not to be considered in construing or interpreting this
Purchase Agreement.
(e) Notices. Any notice required or permitted
by this Purchase Agreement shall be in writing and shall be
deemed sufficient upon receipt, when delivered personally or by
courier, overnight delivery service or confirmed facsimile,
or forty-eight (48) hours after being deposited in the regular
mail as certified or registered mail (airmail if
sent internationally) with postage prepaid, if such notice
is addressed to the party to be notified at such party's address or
facsimile number as set forth on the final page of this Purchase Agreement,
or as subsequently modified by written notice.
(f) Severability. If one or more provisions of
this Purchase Agreement are held to be unenforceable under
applicable law, the parties agree to renegotiate such provision in
good faith, in order to maintain the economic position enjoyed by each
party as close as possible to that under the provision
rendered unenforceable. In the event that the parties cannot reach a
mutually agreeable and enforceable replacement for such provision, then
(i) such provision shall be excluded from this Purchase Agreement,
(ii) the balance of this Purchase Agreement shall be
of this Purchase Agreement shall be enforceable in accordance with its terms.
(g) Attorneys' Fees. Should suit be brought to
enforce or interpret any part of this Purchase Agreement, the
prevailing party will be entitled to recover, as an element of the
costs of suit and not as damages, reasonable attorneys' fees to be fixed
by the court (including without limitation, costs, expenses
and fees on any appeal). The prevailing party will be entitled
to recover its costs of suit proceeds to final judgment.
[Signature page follows]
The parties have caused this Purchase Agreement to be duly executed
as of the date first above written.
FUTURECO ENVIRONMENTAL INC.,
By: /s/ William R. Beloff
Name: William R. Beloff
(print)
Title: President
Address: c/o Bowditch & Dewey, LLP
311 Main Street
Worcester, MA 01609
Facsimile: (508) 756-7636
"HOLDER"
Acquisitor PLC
By: /s/ Duncan Soukup
Name: Duncan Soukup
(print)
Title: Managing Partner
Holder's Address for Notice:
Avery House 52 Brook's Mews
London W1Y 1LE
United Kingdom
Facsimile: 011442074995312
GZA Securities beneficially owned:
219,000 Shares of Common
Stock of GZA
GeoEnvironmental
Technologies, Inc.
owned as of the date
of this Purchase
Agreement
Not Applicable Shares of Common
Stock of GZA
GeoEnvironmental
Technologies, Inc.
owned as of the date of
the Purchase
Agreement issuable
upon exercise of
outstanding options
and warrants
