<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Information to be Included in Statements Filed Pursuant
to Rule 13d-1(a) and Amendments thereto Filed Pursuant to
Rule 13d-2(a)
(Amendment No. 9)*
Giant Industries, Inc.
(Name of Issuer)
Common Stock, Par Value $.01 per share
(Title of Class of Securities)
374508 10 9
(CUSIP Number)
James E. Acridge
23733 North Scottsdale Road, Scottsdale, Arizona 85255
480-585-8888
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 17, 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 which 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.
*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).
(continued on following pages)
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SCHEDULE 13D
CUSIP No.: 374508 10 9
_____________________________________________________________________
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
James E. Acridge
_____________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
_____________________________________________________________________
3. SEC USE ONLY
_____________________________________________________________________
4. SOURCE OF FUNDS*
PF
_____________________________________________________________________
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
_____________________________________________________________________
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_____________________________________________________________________
7. SOLE VOTING POWER
NUMBER OF 1,914,928
SHARES ________________________________________
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 172,055
EACH ________________________________________
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 1,914,928
WITH ________________________________________
10. SHARED DISPOSITIVE POWER
172,055
_____________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,086,983
_____________________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
_____________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.9%
_____________________________________________________________________
14. TYPE OF REPORTING PERSON*
IN
_____________________________________________________________________
* See instructions before filling out
<PAGE>
This Amendment No. 9 to Schedule 13D relates to the Common Stock,
par value $.01 per share, issued by Giant Industries, Inc., a Delaware
corporation (the "Issuer"), and is being filed pursuant to Rule 13d-2
under the Securities Exchange Act of 1934, as amended. It amends the
amended and restated Schedule 13D filed by James E. Acridge, dated
February 29, 1996, as amended to date. This Amendment No. 9 amends and
supplements the following items as follows:
ITEM 4. PURPOSE OF TRANSACTION.
On April 14, 1998, the Issuer entered into an Agreement and Plan of
Merger (the "Agreement") with Holly Corporation ("Holly") pursuant to
which Holly was to merge with and into the Issuer, with the Issuer as
the surviving corporation (the "Merger"). The Merger was subject to
various conditions stated in the Agreement. In connection with the
Merger, Mr. Acridge entered into a Major Stockholders Agreement, dated
April 14, 1998, which required Mr. Acridge to vote in favor of the
Merger and contained certain voting requirements if the Merger was
consummated. On September 1, 1998, the Issuer and Holly mutually agreed
to terminate the proposed Merger. In connection therewith, the Major
Stockholders Agreement also was terminated. Accordingly, Mr. Acridge's
shares are no longer subject to the provisions of the Major
Stockholders Agreement.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date of the filing of this Amendment No. 9, Mr.
Acridge directly holds 1,883,928 shares of Common Stock representing
approximately 18.0% of the 10,462,088 shares of Common Stock (the
"Outstanding Shares") deemed to be outstanding (based on the number of
outstanding shares of Common Stock reported in the Company's most
recent 10-Q plus the Option Shares described below).
Pursuant to Rule 13d-3, Mr. Acridge may be deemed to be the
beneficial owner of 31,000 shares of Common Stock (the "Option Shares")
by reason of options granted to Mr. Acridge under the Stock Incentive
Plan. Mr. Acridge has a presently exercisable right or a right
exercisable within 60 days to acquire these Option Shares.
Under Rule 13d-3, Mr. Acridge may also be deemed to be the
beneficial owner of 172,055 shares of Common Stock allocated to him by
virtue of his participation in the Giant Industries, Inc. Employee
Stock Ownership Plan (the "ESOP").
Accordingly, Mr. Acridge may be deemed to beneficially own a total
of 2,086,983 shares of Common Stock representing approximately 19.9% of
the Outstanding Shares.
<PAGE>
(b) Mr. Acridge has sole voting and dispositive power with
respect to the 1,883,928 shares of Common Stock directly owned by him.
Mr. Acridge will have sole voting and dispositive power with
respect to the 31,000 Option Shares, at such time, if any, as he
exercises such options and acquires such shares.
As a participant in the ESOP, Mr. Acridge has the power to direct
the trustee as to voting, and has shared dispositive power with the
trustee with respect to disposition, of the 172,055 shares of Common
Stock allocated to his account in accordance with the terms of the
ESOP. The trustee is Wells Fargo Bank, N.A., located at 343 Sansome
Street, 3rd Floor, San Francisco, California 94163.
(c) Within the last 60 days, Mr. Acridge disposed of 440,000
shares of Common Stock. This disposition was effected through private
sales pursuant to Section 4(2) of the Securities Act of 1933, as
amended, of 13,061 shares on August 17, 1999, 137,201 shares on August
18, 1999, 245,644 shares on August 19, 1999, 24,000 shares on August
23, 1999, and 20,094 shares on August 30, 1999, all at a price of
$11.25 per share. No other transactions in Common Stock were effected
by Mr. Acridge during such 60 day period.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Mr. Acridge has pledged 1,885,352 shares of Common Stock to
various lenders as security for various loans the proceeds of which
were used for general purposes and not used to finance the acquisition
of any Common Stock of the Company. Mr. Acridge retains the right to
direct the voting and disposition of such shares and the right to
receive all dividends, subject to standard default provisions.
In connection with a loan to Mr. Acridge made by Lanty L. Smith
that is secured by 144,040 of the 1,885,352 total shares of Common
Stock pledged to various lenders, Mr. Acridge also granted a purchase
option to Mr. Smith for the 144,040 pledged shares at a price of
$10.625 per share. Such option may be exercised at any time after the
earliest of (i) November 22, 1999; (ii) the execution by the Company of
a letter of intent, agreement or other document with respect to a
transaction or series of transactions relating to a corporate
reorganization or other fundamental event that would lead to the
delisting of the capital stock of the Company on the New York Stock
Exchange; or (iii) the occurrence of an event of default under the
stock pledge agreement related to the loan from Mr. Smith to Mr.
Acridge. In addition, if at any time Mr. Acridge tenders payment in
full of all principal and accrued but unpaid interest under the loan,
Mr. Smith has five (5) business days to elect, in his sole discretion,
to either (i) accept such payment and surrender his rights under the
option, or (ii) exercise the option as an offset of the amounts due
under the loan. If the option is not exercised within such five-day
period, it expires. Unless the option expires earlier in connection
with the repayment of the loan by Mr. Acridge, the option expires on
November 22, 2000.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following exhibit is attached to this Schedule 13D:
Exhibit 1. Stock Option Agreement
Exhibit 2. Modification Agreement
Exhibit 3. Second Modification Agreement
<PAGE>
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.
Dated: September 22, 1999
/s/ JAMES E. ACRIDGE
----------------------------------
James E. Acridge
<PAGE>
EXHIBIT INDEX
EXHIBIT
1. Stock Option Agreement
2. Modification Agreement
3. Second Modification Agreement
EXHIBIT 1
STOCK OPTION AGREEMENT
THIS AGREEMENT, made and entered into as of this 21st day of June,
1999, by and between JAMES E. ACRIDGE, a resident of Arizona
("Acridge"), and LANTY L. SMITH, a resident of North Carolina
("Smith").
WITNESSETH:
WHEREAS, Acridge has this day executed a Promissory Note (the
"Note"), in the principal amount of One Million Five Hundred Thirty
Thousand Four Hundred Twenty Five Dollars ($1,530,425.00), in favor of
Smith evidencing a loan made to Acridge by Smith; and
WHEREAS, the Note is secured by a pledge of One Hundred Forty Four
Thousand and Forty (144,040) shares (the "Pledged Stock") of the common
stock of Giant Industries, Inc., a Delaware corporation ("Giant
Industries"), pursuant to a Stock Pledge Agreement of even date
herewith (the "Stock Pledge Agreement"); and
WHEREAS, as additional consideration for extending the loan
evidenced by the Note, Acridge is willing to grant Smith an option, on
the terms and conditions contained in this Agreement, to purchase the
Pledged Stock, and Smith is willing to accept such an option;
NOW THEREFORE, in consideration of the foregoing recitals, the
mutual covenants hereinafter contained and other good and valuable
consideration, the parties hereto agree as follows:
1. Grant of Option. Subject to the terms and conditions set forth
herein, Acridge hereby grants to Smith the option to purchase from
Acridge, as herein more specifically stated (the "Option"), at a price
of $10 5/8 per share, determined on the basis of the closing price of
the common stock of Giant Industries on the New York Stock Exchange on
June 18, 1999 (the "Option Price"), all, but not less than all, of the
Pledged Stock, as identified on Exhibit A hereto, subject to adjustment
as provided herein. Such Option may be exercised at any time after the
earliest of (i) October 21, 1999; (ii) the execution by Giant
Industries of a letter of intent, agreement or other document with
respect to a transaction or series of transactions relating to a
corporate reorganization or other fundamental event that would lead to
the delisting of the capital stock of Giant on the New York Stock
Exchange; or (iii) the occurrence of an "Event of Default" as that term
is defined in the Stock Pledge Agreement. This Option shall expire on
October 21, 2000, except as provided in Section 2 hereof, or as
otherwise agreed in writing by the parties hereto. Until the Option
expires or is exercised, Acridge agrees that he shall not sell, assign,
transfer, make a gift of, donate, pledge or otherwise encumber or
dispose of any of the shares of the Pledged Stock, other than pursuant
to the Stock Pledge Agreement.
2. Exercise. The Option shall be exercised by Smith delivering to
Acridge, on any business day prior to the expiration of the Option, a
written notice to such effect signed by Smith or his permitted
successor. Payment in full for the Pledged Stock may be made at the
time the Option is exercised by payment in immediately available funds,
or offset from the amount due from Acridge under the Note, of an amount
in U.S. dollars equal to the Option Price multiplied by the number of
the shares of Pledged Stock to be acquired. If at any time Acridge
tenders payment in full of all principal and accrued but unpaid
interest under the Note, Smith shall have five (5) business days to
elect, in his sole discretion, by written notice to Acridge to either
(i) accept such payment and surrender any rights under this Stock
Option Agreement, or (ii) exercise the Option as an offset of the
amount due under the Note as provided above. Notwithstanding any
election by Smith to offset amounts due under the Note in payment for
the Pledged Stock upon exercise of the Option, Acridge shall remain
liable for any remaining indebtedness thereunder, including, without
limitation, indebtedness for accrued but unpaid interest, to the extent
that the aggregate indebtedness under the Note, including accrued but
unpaid interest, prior to such offset exceeds the closing price of the
common stock of Giant Industries on the New York Stock Exchange on the
day prior to the date Smith provides notice of exercise of the Option
multiplied by the number of shares of Pledged Stock being acquired upon
exercise of the Option.
4. Transfer of Option. This Option may be assigned by Smith (or
his assignee); provided that if any indebtedness for principal or
accrued and unpaid interest remains due under the Note at the time of
such assignment, this Option may only be assigned together with an
assignment of all right, title and interest of Smith (or his assignee)
under the Note and the Stock Pledge Agreement.
5. Status of Shareholder. Smith shall not be deemed to be a
shareholder of Giant Industries for any purpose with respect to the
Pledged Stock unless, and then only to the extent that, this Option
shall have been exercised and the Option Price paid in the manner
provided herein, or as otherwise provided under the Stock Pledge
Agreement. No adjustment will be made for dividends or other rights
where the record date is prior to the date of exercise and payment.
6. Adjustment in Number of Shares and Option Price.
(a) Recapitalization. The shares with respect to which this
Option is granted are shares of Pledged Stock as constituted on the
date of this Agreement, but if, and whenever, prior to the delivery by
Acridge of all of the shares of Pledged Stock with respect to which
this Option is granted, Giant Industries shall effect a subdivision or
consolidation of the shares covered by this Option, or other similar
capital readjustment with respect to the shares covered by this Option,
or the payment of a stock dividend with respect to the shares covered
by this Option, then (i) in the event of any increase in the number of
such shares outstanding, the number of shares of Pledged Stock then
remaining subject to Option hereunder shall be proportionately
increased, and the Option Price payable per share shall be
proportionately reduced, and (ii) in the event of a reduction in the
number of such shares outstanding, the number of shares of Pledged
Stock then remaining subject to Option hereunder shall be
proportionately reduced (except that any fractional share resulting
from any such adjustment shall be excluded from the operation of this
Agreement), and the Option Price per share shall be proportionately
increased.
(b) Merger of Giant Industries. After the merger of one or
more corporations into Giant Industries, any merger of Giant Industries
into another corporation, any consolidation of Giant Industries and one
or more other corporations, or any other corporate reorganization of
any form involving Giant Industries as a party thereto involving any
exchange, conversion, adjustment or other modification of the
outstanding shares of Pledged Stock, Smith at the time of such
corporate reorganization shall, at no additional cost, be entitled,
upon any exercise of this Option, to receive from Acridge in lieu of
the number of shares as to which this Option shall then be so
exercised, the number and class of shares of stock or other securities
or such other property to which Smith would have been entitled pursuant
to the terms of the agreement of merger or consolidation, if at the
time of such merger or consolidation Smith had been a holder of record
of a number of shares of Pledged Stock equal to the number of shares
exercisable under this Option. Comparable rights shall accrue to Smith
in the event of successive mergers or consolidations of the character
described above.
10. Notices. Any notice which either party hereto may be required
or permitted to give to the other shall be in writing, and may be
delivered personally or by mail, postage prepaid, addressed as follows:
If to Acridge:
James E. Acridge
c/o Giant Industries, Inc.
23733 North Scottsdale Road,
Scottsdale, AZ 85255
If to Smith:
Lanty L. Smith
300 North Greene Street, Suite 925
Greensboro, NC 27401
The addresses, and persons for attention shown above, may be changed
from time to time by notice in the form required by, and delivered to
the other party in accordance with this Section as in effect prior to
such change.
11. Specific Performance. The parties hereby declare that it may
be impossible to measure in money the damages that will accrue in the
event of a breach of this Agreement. Therefore, if any party hereto, or
any person acting on his behalf, shall institute any action or
proceeding to enforce the provisions hereof, any person against whom
such action or proceeding is brought hereby waives, on behalf of
himself and his personal representatives, heirs, successors and
assigns, the claim or defense therein that such party has an adequate
remedy at law, and each party acknowledges that the person asserting a
violation of this Agreement shall be entitled to the remedy of specific
performance. Said remedy of specific performance, however, shall be in
addition to, and not in limitation of, any other rights and remedies at
law or in equity that may be available with respect to a breach hereof.
12. Construction of Agreement. This Agreement represents the
entire integrated agreement among the parties hereto with respect to
the subject matter hereof, and supersedes all prior negotiations or
agreements, whether written or oral. Whenever the context of this
Agreement permits, the masculine gender shall include the feminine and
neuter genders and any reference to singular or plural shall be
interchangeable with the other. The invalidity or unenforceability of
any one or more provisions of this Agreement shall not affect any other
provisions and the Agreement shall be construed in all respects as if
any such invalid or unenforceable provisions were omitted.
13. Binding Effect. This Agreement shall be binding upon the
parties hereto and their respective legal representatives, and
permitted successors and assigns.
14. Governing Law. This Agreement shall be governed and
construed in accordance with the laws of the State of North Carolina.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
duly executed, under seal, as of the day and year first above written.
/s/ JAMES E. ACRIDGE (SEAL)
__________________________
James E. Acridge
/s/ LANTY L. SMITH (SEAL)
__________________________
Lanty L. Smith
<PAGE>
EXHIBIT A
to the Stock Option Agreement
Certificate Number of
Number Issued to Shares
2393 James E. Acridge 1,000
2588 James E. Acridge 10,625
2610 James E. Acridge 125,000
2769 James E. Acridge 7415
EXHIBIT 2
MODIFICATION AGREEMENT
THIS MODIFICATION AGREEMENT (this "Agreement") is made as of the
___ day of July, 1999, by and between JAMES E. ACRIDGE, a resident of
Arizona ("Acridge"), and LANTY L. SMITH, a resident of North Carolina
("Smith").
Recitals
Reference is made to (i) the Note dated June 21, 1999, executed by
Acridge in the principal amount of One Million Five Hundred Thirty
Thousand Four Hundred Twenty Five Dollars ($1,530,425.00) and payable
to Smith (the "Note"), (ii) the Stock Option Agreement dated June 21,
1999, between Acridge and Smith (the "Stock Option Agreement"), and
(iii) the Pledge Agreement dated June 21, 1999, between Acridge and
Smith (the "Stock Pledge Agreement"). The Note, the Stock Option
Agreement and the Stock Pledge Agreement are referred to herein
collectively as the "Loan Documents."
Acridge and Smith desire to amend the Stock Option Agreement and
the Stock Pledge Agreement upon the terms and conditions hereinafter
set forth.
NOW THEREFORE, in consideration of the foregoing recitals, the
mutual covenants hereinafter contained and other good and valuable
consideration, the parties hereto agree as follows:
1. Updated Exhibit to Pledge Agreement. Exhibit A to the Stock
Pledge Agreement shall be amended by deleting such Exhibit in its
entirety and substituting therefor the "Exhibit A to the Stock Pledge
Agreement" attached hereto as Exhibit A. Acridge hereby confirms,
ratifies and reaffirms the security interest granted by Acridge to
Smith in all of the Pledged Collateral (as defined in the Stock Pledge
Agreement) to secure the prompt and complete payment of the obligations
secured by the Stock Pledge Agreement.
2. Updated Exhibit to Option Agreement. Exhibit A to the Stock
Option Agreement shall be amended by deleting such Exhibit in its
entirety and substituting therefor the "Exhibit A to the Stock Option
Agreement" attached hereto as Exhibit B. Acridge hereby confirms,
ratifies and reaffirms the option to purchase the Pledged Stock (as
defined in the Stock Option Agreement) granted by Acridge to Smith
pursuant to the terms of the Stock Option Agreement.
3. Effect of Amendment; No Waiver. Each of Acridge and Smith
acknowledged and agree that, except as modified hereby, all of the
terms and provisions of the Loan Documents shall remain in full force
and effect. Each of the Loan Documents shall be deemed to be amended
and modified to reflect and be consistent with the amendments and
modifications effected by this Agreement. Smith's acceptance of this
Agreement shall in no way affect any other obligations of Acridge to
Smith.
4. Merger. This Agreement is the sole agreement between the
parties with respect to the subject matter hereof and supersedes all
other agreements, written or oral, between the parties as to the
subject matter hereof.
5. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of North Carolina.
IN WITNESS WHEREOF, the parties have caused this Modification
Agreement to be duly executed, under seal, as of the day and year first
above written.
/s/ JAMES E. ACRIDGE (SEAL)
__________________________
James E. Acridge
/s/ LANTY L. SMITH (SEAL)
__________________________
Lanty L. Smith
<PAGE>
EXHIBIT A
EXHIBIT A
to the Stock Pledge Agreement
Certificate Number of
Number Issued to Shares
GC 2393 James E. Acridge 1,000
GC 2588 James E. Acridge 10,625
GC 2675 James E. Acridge 30,000
GC 2676 James E. Acridge 30,000
GC 2677 James E. Acridge 30,000
GC 2678 James E. Acridge 35,000
GC 2769 James E. Acridge 7415
<PAGE>
EXHIBIT B
EXHIBIT A
to the Stock Option Agreement
Certificate Number of
Number Issued to Shares
GC 2393 James E. Acridge 1,000
GC 2588 James E. Acridge 10,625
GC 2675 James E. Acridge 30,000
GC 2676 James E. Acridge 30,000
GC 2677 James E. Acridge 30,000
GC 2678 James E. Acridge 35,000
GC 2769 James E. Acridge 7415
EXHIBIT 3
SECOND MODIFICATION AGREEMENT
THIS MODIFICATION AGREEMENT (this "Agreement") is made as of the
___ day of August, 1999, by and between JAMES E. ACRIDGE, a resident of
Arizona ("Acridge"), and LANTY L. SMITH, a resident of North Carolina
("Smith").
Recitals:
Reference is made to the Stock Option Agreement dated June 21,
1999, between Acridge and Smith (the "Stock Option Agreement").
Acridge and Smith desire to amend the Stock Option Agreement to
revise the exercise date and termination date of the Option Granted
thereunder, upon the terms and conditions hereinafter set forth.
NOW THEREFORE, in consideration of the foregoing recitals, the
mutual covenants hereinafter contained and other good and valuable
consideration, the parties hereto agree as follows:
1. Section 1 of the Stock Option Agreement. Section 1 of the
Option Agreement shall be amended by deleting such Section in its
entirety and substituting therefor the following:
"1. Grant of Option. Subject to the terms and conditions set
forth herein, Acridge hereby grants to Smith the option to purchase
from Acridge, as herein more specifically stated (the "Option"), at a
price of $10 5/8 per share, determined on the basis of the closing
price of the common stock of Giant Industries on the New York Stock
Exchange on June 18, 1999 (the "Option Price"), all, but not less than
all, of the Pledged Stock, as identified on Exhibit A hereto, subject
to adjustment as provided herein. Such Option may be exercised at any
time after the earliest of (i) November 22, 1999; (ii) the execution by
Giant Industries of a letter of intent, agreement or other document
with respect to a transaction or series of transactions relating to a
corporate reorganization or other fundamental event that would lead to
the delisting of the capital stock of Giant on the New York Stock
Exchange; or (iii) the occurrence of an "Event of Default" as that term
is defined in the Stock Pledge Agreement. This Option shall expire on
November 22, 2000, except as provided in Section 2 hereof, or as
otherwise agreed in writing by the parties hereto. Until the Option
expires or is exercised, Acridge agrees that he shall not sell, assign,
transfer, make a gift of, donate, pledge or otherwise encumber or
dispose of any of the shares of the Pledged Stock, other than pursuant
to the Stock Pledged Agreement."
Acridge hereby confirms, ratifies and reaffirms the option to
purchase the Pledged Stock (as defined in the Stock Option Agreement)
granted by Acridge to Smith pursuant to the terms of the Stock Option
Agreement.
2. Effect of Amendment; No Waiver. Each of Acridge and Smith
acknowledge and agree that, except as modified hereby, all of the terms
and provisions of the Stock Option Agreement shall remain in full force
and effect. Smith's acceptance of this Agreement shall in no way affect
any other obligations of Acridge to Smith.
3. Merger. This Agreement is the sole agreement between the
parties with respect to the subject matter hereof and supersedes all
other agreements, written or oral, between the parties as to the
subject matter hereof.
4. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of North Carolina.
IN WITNESS WHEREOF, the parties have caused this Modification
Agreement to be duly executed, under seal, as of the day and year first
above written.
/s/ JAMES E. ACRIDGE (SEAL)
__________________________
James E. Acridge
/s/ LANTY L. SMITH (SEAL)
__________________________
Lanty L. Smith
