UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
ROBERTSON-CECO CORPORATION
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
770 539 203
(CUSIP Number)
Andrew G.C. Sage, II
c/o Robertson Ceco Corporation
5000 Executive Parkway
Suite 425
San Ramon, CA 94583
(510) 358-0330
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 20, 1996
(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(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 13d-1(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).
SCHEDULE 13D
CUSIP NO. 770 539 203
_________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Andrew G.C. Sage, II
_________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
Not Applicable (b) / /
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 SOURCE OF FUNDS*
OO
_________________________________________________________________
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
_________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF SHARES 796,347**
BENEFICIALLY _______________________________________________________
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING _______________________________________________________
PERSON 9 SOLE DISPOSITIVE POWER
WITH 796,347
_______________________________________________________
10 SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
796,347
_________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
_________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
_________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
**Same shares as noted for
Sage Capital Corporation and Sage RHH. See Item 5 herein.
SCHEDULE 13D
CUSIP NO. 770 539 203
_________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sage Capital Corporation
_________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
Not Applicable (b) / /
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 SOURCE OF FUNDS*
OO
_________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
_________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Wyoming, USA
_________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF SHARES 796,347**
BENEFICIALLY _______________________________________________________
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING _______________________________________________________
PERSON 9 SOLE DISPOSITIVE POWER
WITH 796,347
_______________________________________________________
10 SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
796,347
_________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
_________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
_________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
**Same shares as noted for Andrew Sage and Sage RHH.
See Item 5 herein.
SCHEDULE 13D
CUSIP NO. 770 539 203
_________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sage RHH
_________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
Not Applicable (b) / /
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 SOURCE OF FUNDS*
OO
_________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
_________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Wyoming, USA
_________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF SHARES 796,347**
BENEFICIALLY _______________________________________________________
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING _______________________________________________________
PERSON 9 SOLE DISPOSITIVE POWER
WITH 796,347
_______________________________________________________
10 SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
796,347
_________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
_________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
_________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
**Same shares as noted for
Andrew Sage and Sage Capital Corporation. See Item 5 herein.
AMENDMENT NO. 3 TO SCHEDULE 13D
The information contained in the (i) original Schedule 13D ("Original
Schedule 13D") filed September 25, 1992 by Sage Capital Corporation, a Wyoming
corporation ("Sage"), and Sage RHH, a Wyoming partnership ("Sage RHH"), (ii)
Amendment No. 1 ("Amendment No. 1") to the Original Schedule 13D by Sage and
Sage RHH filed January 11, 1993 and (iii) Amendment No. 2 ("Amendment No. 2") to
the Original Schedule 13D by Sage and Sage RHH filed July 15, 1993, is
incorporated herein by reference.
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D pertains to the common stock, par value
$0.01 per share ("Common Stock"), of Robertson-Ceco Corporation (the "Company"),
which has its principal executive offices at 500 Executive Parkway, Suite 425,
San Ramon, California 94853.
ITEM 2. IDENTITY AND BACKGROUND
(a) - (c). This Statement is being filed by Andrew G.C. Sage, II,
Sage and Sage RHH. The joint filing agreement between Sage and Sage RHH was
filed as Exhibit A to Amendment No. 1. The principal executive offices of Sage
and Sage RHH are both located at 275 East Broadway, Jackson, Wyoming, 83001.
Sage is a management consulting company and Sage RHH is an investment
partnership. Mr. Sage is the President, Chairman and controlling stockholder of
Sage (and Chairman of the Company).
The executive officers and directors of Sage (the "Sage Officers and
Directors") and their respective principal occupations and business addresses
are as follows:
Sage Executive Officers and Directors
Name Principal Occupation
and Business Address
Andrew G. C. Sage, II Consultant
President and Chairman Sage Capital Corporation
275 East Broadway
Jackson, WY 83001
Gregg C. Sage Consultant
Executive Vice President Sage Capital Corporation
275 East Broadway
Jackson, WY 83001
George Thomson, C.P.A. Certified Public Accountant
Treasurer P.O. Box 4158
Jackson, WY 83001
David Larson Attorney
Secretary P.O. Box 3345
Jackson, WY 83001
Each of the above mentioned executive officers of Sage is also a Director of
Sage.
The partners of Sage RHH are Sage and Windwell Financial Corporation,
a Florida corporation ("Windwell", and together with Sage, the "Sage RHH
Partners"), and their respective principal occupations and business addresses
are as follows:
Sage RHH Partners
Name Principal Occupation
and Business Address
Sage Capital Corporation, Management Consulting
a Wyoming corporation 275 East Broadway
Jackson, WY 83001
Windwell Financial Corporation, Investment Company
a Florida corporation 434 Chilean Avenue
Palm Beach, FL 33480
The executive officers and directors of Windwell (the "Windwell
Officers and Directors') and their respective principal occupations and business
addresses are as follows:
Windwell Executive Officers and Directors
Name Principal Occupation
and Business Address
Frank A. Benevento II Benevento Financial Group
President and Treasurer 180 Royal Palm Way
and sole director Suite 211
Palm Beach, FL 33480
Gary M. Pittman Financial Executive
Secretary and Consultant
Two Wisconsin Circle
Suite 350
Chevy Chase, MD 20815
(d) - (f). During the past five years, none of Sage, any of the Sage
Officers and Directors, Sage RHH, Windwell, or any of the Windwell Officers and
Directors has been a party to any criminal proceeding (excluding traffic
violations or similar misdemeanors) or to any civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which Sage, any of
the Sage Officers and Directors, Sage RHH, Windwell, or any of the Windwell
Officers and Directors was 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 violation with respect to
such laws. Each of the Sage Officers and Directors and the Windwell Officers
and Directors are United States citizens.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On August 20, 1996, Pettibone Corporation ("Pettibone") entered into a
Stock Purchase Agreement, attached hereto as Exhibit 18 (the "Stock Purchase
Agreement"), with Sage whereby Pettibone will purchase from Sage a total of
4,666,000 shares of Common Stock for $27,996,000 (or $6.00 per share) (the
"Stock Purchase"). Pettibone shall purchase these shares of Common Stock in the
amounts and on the dates set forth below:
Shares to Purchase
Purchase Date be Purchased Price
September 30, 1996 1,166,500 $ 6,999,000
January 31, 1997 1,166,500 6,999,000
September 30, 1997 2,333,000 13,998,000
TOTAL 4,666,000 $27,996,000
In any event, Pettibone may purchase any or all of the 4,666,000 at any
time or times prior to the specified Purchase Date by providing ten (10) days
written notice to Sage.
The Purchase Price with respect to any shares not purchased on or before
September 30, 1996 shall be increased to reflect interest on such amount equal
to the interest rate per annum charged for borrowings by Pettibone from its
primary lending bank (or banks) on August 20, 1996.
In connection with the Stock Purchase, Sage appointed officers of Pettibone
as its attorney-in-fact and proxy for Sage until October 15, 1997 or as long as
the Stock Purchase Agreement remains in effect, whichever is longer; provided,
however, if Pettibone fails to purchase from Sage the shares of Common Stock on
the purchase dates set forth above, the proxy shall immediately be revoked with
respect to such shares not purchased.
The shares of Common Stock that Pettibone will acquire from Sage have
Registration Rights as described in the Registration Rights Agreement, filed as
Exhibit G to Amendment No. 2 (the "Registration Rights Agreement")
Prior to Pettibone's initial purchase of shares of Common Stock from
Sage, Sage will cause Sage RHH to dissolve and will distribute 4,916,112 and
546,235 shares of Common Stock held by Sage RHH to Sage and Windwell,
respectively.
ITEM 4. PURPOSE OF TRANSACTION
(a) - (j). The Shares beneficially owned as of this date by Sage and
Sage RHH have been acquired for investment purposes and are subject to the
Securities Purchase Agreement that was filed as Exhibit E to Amendment No. 1.
In the future, Sage and Sage RHH may dispose of all or a portion of their
remaining Shares at any time. In addition, Sage and Sage RHH may make purchases
of Common Stock in open market or in private, negotiated transactions. Any such
purchases will depend on the evaluation of the investment (which evaluation is
continuing), the amounts and prices of available shares and other relevant
considerations.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) After taking into account Pettibone's obligation to purchase and
right to vote 4,666,000 shares of Common Stock from Sage pursuant to the Stock
Purchase Agreement, Sage indirectly beneficially owns, and Sage RHH directly
beneficially owns, 796,347 shares (the "Shares") or 4.9% of the outstanding
shares of Common Stock of the Company. Prior to Pettibone's initial purchase of
Common Stock from Sage, Sage will cause Sage RHH to dissolve and will distribute
4,916,112 and 546,235 shares of Common Stock to Sage and Windwell, respectively.
(b) Sage RHH has the sole power to vote and dispose of the Shares.
Sage RHH is controlled by Sage. Andrew G.C. Sage, II, the President, Chairman
and controlling stockholder of Sage (and President and Chief Executive Officer
of the Company), has sole power to vote and dispose of the Shares on behalf of
Sage.
(c) Neither Sage nor any of the Sage Officers and Directors nor Sage
RHH, Windwell or any of the Windwell Officers and Directors has effected
transactions in the Common Stock within the 60 day period immediately prior to
the event requiring the filing of this Schedule 13D.
(d) See response to Item 6.
(e) After taking into account Pettibone's obligation to purchase and
right to vote 4,666,000 shares of Common Stock from Sage pursuant to the Stock
Purchase Agreement, Mr. Andrew Sage, Sage and Sage RHH will cease to be
beneficial owners of more than 5% of the Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF ISSUER
Pursuant to the General Partnership Agreement of Sage RHH (the
"Partnership Agreement"), the business of Sage RHH is to manage the Shares and
to engage in any and all activities related or incidental thereto, and all
decisions required to be made by the Sage RHH Partners will be made by the
affirmative vote of partners having 51% of the aggregate partnership
percentage. Sage has an 80% partnership percentage and Windwell has a 20%
partnership percentage. The Partnership Agreement was attached as Exhibit F
to Amendment No. 1 and is hereby incorporated by reference in response to
this Item 6.
Pursuant to the Registration Rights Agreement, the Company has agreed
that upon the demand of Sage RHH and subject to certain limitations set forth
therein, the Company will file and cause to become effective up to two
registration statements under the Securities Act of 1933 (the "Act"). In
addition, the Company has agreed that it will give Sage RHH notice each time it
proposes to register any of its securities under the Act, and upon the written
request of Sage RHH, will use its best efforts to include such shares of Common
Stock of the Company held by Sage RHH in the registration statement. The
Registration Rights Agreement is hereby incorporated by reference in response to
this Item 6.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
This Statement summarizes the terms of certain documents. Such
summaries are qualified by reference to the Exhibits set forth below.
Exhibit A - Joint Filing Agreement between Sage Capital Corporation
and Sage RHH*
Exhibit B - Sage Executive Officers and Directors*
Exhibit C - Sage RHH Partners*
Exhibit D - Windwell Executive Officers and Directors*
Exhibit E - Securities Purchase Agreement between Sage and Mulligan
Partnership dated as of September 15, 1992*
Exhibit F - General Partnership Agreement of Sage RHH*
Exhibit G - Registration Rights Agreement between Sage RHH and
Robertson-Ceco Corporation**
Exhibit H - Stock Purchase Agreement dated August 20, 1996 between
Pettibone Corporation and Sage Capital Corporation.
* Incorporated by reference to Amendment No. 1 to Schedule 13D relating
to Robertson-Ceco Corporation dated December 30, 1992.
** Incorporated by reference to Amendment No. 2 to Schedule 13D relating
to Robertson-Ceco Corporation dated July 15, 1996.
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of each
of the undersigned, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Date: August 29, 1996 SAGE CAPITAL CORPORATION
By: /s/ Andrew G. C. Sage, II
Name: Andrew G. C. Sage, II
Title: President and Chairman
SAGE RHH
By: /s/ Andrew G. C. Sage, II
Name: Andrew G. C. Sage, II
Title: President and Chairman
/s/ Andrew G. C. Sage, II
Andrew G. C. Sage, II
Exhibit 99.H
STOCK PURCHASE AGREEMENT
THIS AGREEMENT ("Agreement") is made and entered into this 20th day of
August, 1996, by and among Pettibone Corporation ("Buyer"), and Sage Capital
Corporation, a shareholder (the "Seller") of Robertson Ceco Corporation (the
"Company").
WHEREAS, the Seller owns and desires to sell to Buyer 4,666,000 shares
of common stock of Robertson Ceco Corporation (the "Shares"); and
WHEREAS, Buyer desires to purchase the Shares;
NOW, THEREFORE, in consideration of the premises, representations,
warranties, covenants, agreements and promises herein contained, the parties
agree as follows:
SECTION 1. PURCHASE AND SALE
1.1. Purchases. The purchase price for the Shares shall be $6 per
share (the "Purchase Price"). Buyer shall purchase and the Seller shall sell
Shares in the amounts and on the dates set forth below; provided, however, that
Buyer may elect to purchase any or all of the Shares at any time or times prior
to the specified Purchase Date by at least ten (10) days prior written notice to
the Seller.
Shares to Purchase
Purchase Date be Purchased Price
September 30, 1996 1,166,500 $ 6,999,000
January 31, 1997 1,166,500 6,999,000
September 30, 1997 2,333,000 13,998,000
TOTAL 4,666,000 $27,996,000
The Purchase Price for the Shares shall be increased to reflect interest on such
amount at the Bank Rate from September 30, 1996 to the actual date of purchase.
The "Bank Rate" for purposes hereof shall mean the interest rate per annum
charged for borrowings by Buyer from its primary lending bank (or banks) as of
the date hereof.
SECTION 2. CLOSING
2.1. Closing. Each transfer of the Shares (a "Closing") shall occur
at the offices of McDermott, Will & Emery, 227 West Monroe Street, Chicago,
Illinois at 10:00 a.m. on the date of purchase.
2.2. Deliveries by Buyer.
2.2.1. Closing. At each Closing, the Buyer shall deliver the
following to the Seller:
(a) the Purchase Price (plus any applicable interest) for Seller's
Shares to be sold at such Closing; and
(b) such other instruments or documents as may be necessary or
appropriate to carry out the transactions contemplated hereby.
2.3. Deliveries by Seller. At each Closing, Seller shall deliver the
following to Buyer:
(a) stock certificates for the Seller's Shares to be sold at such
Closing together with stock powers with medallion signature guarantees; and
(b) such other endorsements, instruments or documents as may be
necessary or appropriate to carry out the transactions contemplated hereby.
2.4. Reorganizations and Changes in Capitalization. If there shall
be any stock split, reverse stock split, merger, or similar reorganization,
recapitalization or other transaction, affecting generally the capital stock of
the Company, or any extraordinary dividend or stock dividend paid on or with
respect to such stock (other than ordinary and customary cash dividends),
appropriate adjustments shall be made hereunder with respect to the Purchase
Price and the proxies granted herein so that the aggregate relative rights and
obligations of the parties hereto shall not be affected by any such action.
SECTION 3. REPRESENTATIONS AND WARRANTIES OF SELLER
Seller represents and warrants to the Buyer as of the date hereof and
as of the Closing, as follows:
3.1. Authority. The Seller has all requisite power and authority,
without the consent of any other person, to execute and deliver this Agreement
and the documents to be delivered at the Closing and to carry out the
transactions contemplated hereby and thereby. The Seller is a validly existing
corporation in good standing under its jurisdiction of incorporation.
3.2. Validity. This Agreement has been duly executed and delivered
and constitutes the lawful, valid and binding obligation of the Seller,
enforceable in accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization or other laws
affecting the enforcement of creditors rights generally, or by general equitable
principles. No approval, authorization, registration, consent, order or other
action of or filing with any person, including any court, administrative agency
or other government authority, is required for the execution and delivery by
Seller of this Agreement or the performance by the Seller of its obligations
hereunder.
3.3. Shares. The Seller is the owner of the Shares (which are
currently held by Lehman Brothers in nominee name for Seller's account) and at
the Closing will have good, marketable and indefeasible title thereto and the
absolute right to sell, assign, transfer and deliver the same, free and clear of
all claims, security interests, liens, pledges, charges, escrows, options,
proxies, rights of first refusal, preemptive rights, mortgages, hypothecations,
prior assignments, title retention agreements, voting agreements, transfer
restriction agreements, indentures, security agreements or any other limitation,
encumbrance or restriction of any kind.
SECTION 4. REPRESENTATIONS AND WARRANTIES OF BUYER
The Buyer hereby represents and warrants to the Seller as of the date
hereof and as of the Closing, as follows:
4.1. Authority. The Buyer has all requisite power and authority,
without the consent of any other person, to execute and deliver this Agreement
and the documents to be delivered at the Closing, and to carry out the
transactions contemplated hereby and thereby.
4.2. Validity. This Agreement has been duly executed and delivered
and constitutes the lawful, valid and legally binding obligation of the Buyer,
except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization or other laws affecting the enforcement of creditors rights
generally, or by general equitable principles. No approval, authorization,
registration, consent, order or other action of or filing with any person,
including any court, administrative agency or other government authority, is
required for the execution and delivery by the Buyer of this Agreement or
the performance by the Buyer of its obligations hereunder.
4.3. Purchase for Investment. The Buyer is acquiring the Shares for
its own account for investment and not with a view to, or for sale in connection
with, any distribution hereof, nor with any present intention of distributing or
selling the same; and acknowledges and agrees that a legend shall be affixed to
the certificate representing the Shares delivered at each Closing which will
state the Shares have not been registered under the Securities Act of 1933 and
may not be offered, sold or transferred unless and until such Shares are
registered under said Act or such registration is not required.
SECTION 5. SURVIVAL AND INDEMNIFICATION
The representations and warranties in this Agreement will survive the
Closing. Each party shall indemnify and hold harmless the other from any and
all loss, liability, cost, expense, claim or obligation arising from any breach
of any representation and warranty or failure to fulfill any covenant hereunder.
SECTION 6. COVENANTS
6.1. Proxy. Seller hereby revokes any and all proxies heretofore
granted with respect to its Shares and, until October 15, 1997 or such longer
period as this Agreement remains in effect, hereby irrevocably appoints, in
accordance with Section 212 of the Delaware General Corporation Law, the
Chairman and Chief Executive Officer, the Assistant Secretary, the President or
any Vice President (from time to time) of Buyer, and each of them, as attorney-
in-fact and proxy of the Seller to attend any and all meetings of the
stockholders of the Company and to vote its Shares (whether held directly or
through Sage RHH, a partnership controlled by Seller), and to represent and
otherwise to act for the Seller in the same manner and with the same effect as
if the Seller were personally present and to act by consent in the same manner
and with the same effect as if the Seller were executing such consent, with
respect to any matter (in the name of Seller or Sage RHH); provided, however,
that notwithstanding anything to the contrary contained in this Section 6.1,
from and after the date of any failure by Buyer to pay the Purchase Price and
related interest for that portion of the Shares to be purchased by Buyer on a
particular Purchase Date as specified in Section 1 (hereinafter a "Buyer
Default"), this proxy shall immediately thereafter be, without further action by
Seller, revoked and of no further force, effect or validity as to such Shares
and as to all other Shares scheduled to be purchased after such Purchase Date.
Seller agrees that, so long as this Agreement remains in effect, such Seller
will not execute or deliver to others any proxy with respect to its Shares
(whether held directly or through Sage RHH, a partnership controlled by Seller)
and will promptly provide Buyer with copies of any shareholders' communications
received by the Seller and will not take any other action inconsistent with this
proxy. Except as set forth in this Section 6.1, the foregoing appointment shall
(a) be irrevocable, and (b) be deemed coupled with an interest in that Buyer has
obtained the right to purchase the Shares hereunder.
6.2. Shares. Seller hereby covenants and agrees that the Seller will
not sell, transfer, assign, pledge, hypothecate or otherwise dispose of any of
the Shares (whether held directly or through Sage RHH, a partnership controlled
by Seller) or grant any rights with respect to the Shares (whether held directly
or through Sage RHH, a partnership controlled by Seller), or enter into any
agreement with respect thereto, except pursuant to the terms hereof and except
that this restriction shall terminate and shall not apply after a Buyer Default.
SECTION 7. GENERAL PROVISIONS
7.1. Notices. All notices, requests, demands and other
communications hereunder shall be in writing and shall be delivered in person or
sent by registered or certified mail, postage prepaid, commercial overnight
courier (such as Express Mail, Federal Express, etc.) with written verification
of receipt or by telecopy.
7.2. Expenses. Each party to this Agreement shall pay its own costs
and expenses in connection with the transactions contemplated hereby.
7.3. Counterparts. This Agreement may be executed simultaneously in
two or more counterparts each of which shall be deemed an original, but all of
which together constitute one and the same instrument.
7.4. Entire Transaction. This Agreement contains the entire
understanding among the parties with respect to the actions contemplated hereby
and supersedes all other agreements, understandings and undertakings among the
parties on the subject matter hereof.
* * *
IN WITNESS WHEREOF, each of the parties hereto has executed or caused
this Agreement to be executed all as of the date first written above.
SAGE CAPITAL CORPORATION PETTIBONE CORPORATION
By: /s/ Andrew Sage By: /s/ Michael Heisley
Andrew Sage, President Its:
