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U.S. Securities and Exchange Commission
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 29, 2000
LAIDLAW GLOBAL CORPORATION
(Exact Name of Registrant as specified in its charter)
Delaware 0-27681 13-4093923
(State or other jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification Number)
100 Park Avenue, New York, NY 10017
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code, (212) 376-8800
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
On May 20, 1999, Laidlaw Global Corporation (the "Company") entered into an
agreement with Pacific USA Holdings Corp. ("Pacific") to acquire its subsidiary
Laidlaw Pacific (Asia) Ltd. ("Laidlaw Pacific"), a Hong Kong based investment
advisor. On March 29, 2000, the Company and Pacific's wholly owned subsidiaries
PUSA Investment Company ("PUSA") and Laidlaw Pacific Financial Services Ltd.
completed an amended and restated agreement to acquire Laidlaw Pacific (the
"Amended Exchange Agreement"). The purchase price was 200,000 shares of common
stock of the Company and HK$ 4 million. Additionally, Laidlaw Pacific agreed to
pay a dividend to Laidlaw Pacific Financial Services Ltd. equal to HK$ 3
million. Further, it consented to the Company receiving a dividend equal to HK$
4 million, should it elect to withdraw such funds from Laidlaw Pacific. PUSA
represented to the Company that, at the time of closing, and prior to any
dividend distribution, Laidlaw Pacific would have cash in the amount of HK$ 11
million, all licenses to engage in the investment banking business in Hong Kong,
and no liabilities. Laidlaw Pacific is a registered Dealer and Investment
Advisor with the Hong Kong Securities and Futures Commission. Its principal
activities are corporate financial advisory services.
Item 7. FINANCIAL STATEMENTS, PRO-FORMA INFORMATION AND EXHIBITS
(a) Financial Statements of business acquired*
(b) Pro-Forma Information*
(c) Exhibits
Number Description
2.1 Exchange Agreement to acquire Laidlaw
Pacific, dated May 20, 1999
2.2 Amended Exchange Agreement to acquire
Laidlaw Pacific, dated March 29, 2000
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* To be filed by amendment as soon as practicable.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
LAIDLAW GLOBAL CORPORATION
April 12, 2000 By: /s/ Roger Bendelac
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Roger Bendelac,
President
STOCK PURCHASE AGREEMENT
THIS AGREEMENT made this 20th day of May, 1999 by and between Pacific USA
Holding Corp., a Texas corporation (the "Seller"), with a principal office
located at Willowbend Center, 2740 North Dallas Parkway, Suite 200, Plano, Texas
75903-4705, and Laidlaw Global Corporation (the "Purchaser"), with an address of
100 Park Avenue, New York, New York 10017.
WHEREAS, Laidlaw Pacific Financial Services (Holdings) Ltd. ("LPFS") is a
corporation organized under the laws of the State of Hong Kong; and
WHEREAS, Seller is the owner of 10,000 shares of commons stock of LPFS, par
value HK $1.00, which amount equals 100% of the issued and outstanding shares of
common stock of LPFS (collectively, the "LPFS Common Stock"); and
WHEREAS, Purchaser wishes to hereby purchase the LPFS Common Stock from the
Seller; and
WHEREAS, Seller desires to sell the LPFS Common Stock to Purchaser, but
only upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual promises and the
representations, warranties, covenants and agreements herein contained, and
other good and valuable consideration, the receipt and sufficiency of which are
here hereby acknowledged, the parties, intending to be legally bound, agree as
follows:
1. Sale. Upon the terms and conditions hereinafter set forth and on the
date of Closing (as hereinafter defined), Seller agrees to sell, transfer and
deliver to Purchaser, and Purchaser agrees to purchase and take delivery, upon
the terms and conditions hereinafter set forth, all of the LPFS Common Stock,
free and clear of all security interests, claims, liens and other encumbrances
except as may be set forth in this Agreement.
2. Consideration. In consideration of the sale, transfer and delivery of
the LPFS Common Stock by the Seller hereunder, the Purchaser shall, on the date
of Closing, deliver to Seller certificates representing 200,000 shares of common
stock of Seller, par value $0.00001 (collectively, the "LGS Common Stock"), duly
endorsed for transfer, and free and clear of all security interests, claims,
liens and other encumbrances except as may be set forth in this Agreement.
3. The Closing. The "Closing" means the settlement of the obligations of
Seller and Purchaser to each other under this Agreement, including the payment
of the purchase price to Seller as provided in Paragraph 2. The Closing shall be
held at Laidlaw Global Corporation, 100 Park Avenue, New York, New York 10017 on
or about June 4, 1999 (the "Closing Date").
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4. Conditions Precedent to Closing. All obligations of Seller and Purchaser
under this Agreement are subject to the fulfillment, or waiver by the party or
parties to be benefitted, prior to or at the Closing, of all conditions
elsewhere herein set forth prior to the date of Closing, of each of the
following conditions:
(a) All transactions contemplated in the May 20, 1999 Exchange
Agreement between PUSA Investment Company, Laidlaw Pacific Financial
Services (Holdings) Ltd. and Laidlaw Holdings, Inc., shall be completed and
any and all obligations of the parties thereunder have been fully
satisfied.
(b) The Seller maintains a net capital of a minimum of approximately
HK $21.5 million after payment of its long term debt payable to Purchaser.
(c) The respective representations, warranties and covenants of Seller
and Purchaser contained in this Agreement shall be true at the time of
Closing as though such representations, warranties and covenants were made
at such time.
(d) The Seller and Purchaser shall have performed and complied with
all agreements and conditions required by this Agreement to be performed or
complied with by each prior to or at the Closing.
(e) Each party shall have satisfied itself that all transactions
contemplated by this Agreement, including those contemplated by the
exhibits attached hereto, shall be legal and binding under applicable
statutory and case law of the State of Delaware including, but not limited
to Delaware's securities laws and all other applicable state securities
laws.
5. Representations and Warranties of Seller. In order to induce Purchaser
to enter into this Agreement, Seller represents and warrants to the Purchaser
that:
(a) Seller (i) has adequate means of providing for Seller's current
needs and possible personal contingencies, and has no need for liquidity of
Seller's investment in the LGS Common Stock; (ii) Seller is an Accredited
Investor, as that term is defined in Regulation D of the Securities Act of
1933, as amended (the "Securities Act"), and can bear the economic risk of
losing Seller's entire investment in the LGS Common Stock; (iii) Seller
has, such knowledge and experience in financial matters and is capable of
evaluating the relative risks and merits of its investment; and, (iv)
Seller acknowledges and is aware that none of LGS Common Stock sold,
transferred and delivered to Seller shall be registered under federal
securities laws but, rather, shall be considered "restricted stock" within
the meaning of Rule 144 promulgated under the Securities Act, and further
that the certificates evidencing all of the LGS Common Stock shall bear a
legend worded in substantially the following form:
THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED
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UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR APPLICABLE STATE
SECURITIES LAWS. THE SECURITIES
HAVE BEEN ACQUIRED FOR INVESTMENT
AND MAY NOT BE OFFERED FOR SALE,
SOLD, TRANSFERRED OR ASSIGNED IN
THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT FOR THE
SECURITIES UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR APPLICABLE
STATE SECURITIES LAWS, OR AN
OPINION OF COUNSEL, IN A GENERALLY
ACCEPTABLE FORM, THAT REGISTRATION
IS NOT REQUIRED UNDER SAID ACT OR
APPLICABLE STATE SECURITIES LAWS OR
UNLESS SOLD PURSUANT TO RULE 144
UNDER SAID ACT.
(b) All documents requested by the Seller, pertaining to Purchaser or
the LGS Common Stock, have been furnished to Seller;
(c) The Seller has had a reasonable opportunity to ask questions of
and receive answers from the Purchaser, or a person or persons acting on
its behalf, concerning the terms and conditions of this investment and all
such questions have been answered to the full satisfaction of the
undersigned;
(d) The LGS Common Stock for which Seller hereby acquires are being
acquired solely for Seller's own account, for investment and are not being
purchased with a view to or for the resale, distribution, subdivision or
fractionalization thereof, and Seller has no present plans to enter into
any such contract, undertaking, agreement or arrangement;
(f) The Purchaser has never been represented, guaranteed, or warranted
by any broker, investment adviser, the Purchaser, its agents, or employees
or any other person, expressly or by implication, both of the following:
(i) the approximate or exact length of time that Seller will be required to
remain as owner of the LGS Common Stock; and (ii) the past performance or
experience of the directors and officers of Purchaser or any affiliate (as
defined in Rule 405 under the Securities Act,) any securities broker or
finder, its partners, salesmen, associates, agents, or employees or of any
other person, will in any way indicate the predictable results of the
ownership of the LGS Common Stock or of Purchaser.
6. Representations and Warranties of Purchaser. In order to induce Seller
to enter into this Agreement, Purchaser represents and warrants to the Seller
that:
(a) Purchaser (i) has adequate means of providing for Purchaser's
current needs
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and possible personal contingencies, and has no need for liquidity of
Purchaser's investment in the LPFS Common Stock; (ii) Purchaser is an
Accredited Investor, as that term is defined in Regulation D of the
Securities Act of 1933, as amended (the "Securities Act"), and can bear the
economic risk of losing Purchaser's entire investment in the LPFS Common
Stock; (iii) Purchaser has, such knowledge and experience in financial
matters and is capable of evaluating the relative risks and merits of its
investment; and, (iv) Purchaser acknowledges and is aware that none of LPFS
Common Stock sold, transferred and delivered to Purchaser shall be
registered under federal securities laws but, rather, shall be considered
"restricted stock" within the meaning of Rule 144 promulgated under the
Securities Act, and further that the certificates evidencing all of the
LPFS Common Stock shall bear a legend worded in substantially the following
form:
THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR APPLICABLE STATE
SECURITIES LAWS. THE SECURITIES HAVE
BEEN ACQUIRED FOR INVESTMENT AND MAY
NOT BE OFFERED FOR SALE, SOLD,
TRANSFERRED OR ASSIGNED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES UNDER
THE SECURITIES ACT OF 1933, AS
AMENDED, OR APPLICABLE STATE
SECURITIES LAWS, OR AN OPINION OF
COUNSEL, IN A GENERALLY ACCEPTABLE
FORM, THAT REGISTRATION IS NOT
REQUIRED UNDER SAID ACT OR APPLICABLE
STATE SECURITIES LAWS OR UNLESS SOLD
PURSUANT TO RULE 144 UNDER SAID ACT.
(b) All documents requested by the Purchaser, pertaining to LPFS or
the LPFS Common Stock, have been furnished to Purchaser;
(c) The Purchaser has had a reasonable opportunity to ask questions of
and receive answers from the Seller, or a person or persons acting on its
behalf, concerning the terms and conditions of this investment and all such
questions have been answered to the full satisfaction of the undersigned;
(d) The LPFS Common Stock for which Purchaser hereby acquires are
being acquired solely for Purchaser's own account, for investment and are
not being purchased with a view to or for the resale, distribution,
subdivision or fractionalization thereof, and Purchaser has no present
plans to enter into any such contract, undertaking, agreement or
arrangement;
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(f) The Seller has never been represented, guaranteed, or warranted by
any broker, investment adviser, the Seller, its agents, or employees or any
other person, expressly or by implication, both of the following: (i) the
approximate or exact length of time that Purchaser will be required to
remain as owner of the LPFS Common Stock; and (ii) the past performance or
experience of the directors and officers of Seller or any affiliate (as
defined in Rule 405 under the Securities Act), any securities broker or
finder, its partners, salesmen, associates, agents, or employees or of any
other person, will in any way indicate the predictable results of the
ownership of the LPFS Common Stock or of LPFS.
7. Encumbrances and Binding Effect. This Agreement is a valid and binding
obligation of both Purchaser and Seller, enforceable in accordance with its
terms, subject to application of bankruptcy, insolvency, reorganization and
moratorium laws and other generally applicable laws affecting enforcement of
creditor's rights. The execution and delivery by both parties of this Agreement
and the performance will not result in any violation of and will not conflict
with, or result in a breach of any of the terms of, or constitute a default
under any provision of any state or federal law to which the Purchaser and
Seller are subject, any agreement of either parties, or of any mortgage,
indenture, agreement, instrument, judgment, decree, order, rule or regulation or
other restriction to which either Purchaser or Seller is a party or by which any
of the Purchaser's or the Seller's Property is bound.
8. Disclosure. Neither this Agreement nor any exhibit, list, or schedule
hereto, nor any written statement or certificate furnished to the Purchaser or
Seller pursuant hereto or in connection with the transaction herein contemplated
contains or will contain any untrue statement of a material fact, will omit to
state a material fact necessary in order to make the statements contained herein
or therein not misleading.
9. Governing Law. This Agreement shall be governed by, and construed and
enforced in accordance with contracts entered into and wholly performed within
the State of New York, without giving effect to conflict of laws principles
thereof, and in any action to enforce or interpret or arising under any of the
provisions of this Agreement, the parties expressly agree to submit to the
jurisdiction of any Federal or State court sitting in New York County, State of
New York.
10. Severability. If any provision of this Agreement is held by a court of
competent jurisdiction to be contrary to law, the remaining provisions of this
Agreement will remain in full force and effect.
11. Entire Agreement and Amendments. This Agreement, including any
schedules and exhibits, contains the entire understanding of Purchaser and
Seller, and there are no representations, understandings, or agreements, oral or
otherwise, except as stated herein. This Agreement may not be amended except by
a writing signed by all parties hereto.
12. Counterparts. This Agreement may be executed in counterparts, each of
which when so executed and delivered, shall constitute a complete and original
instrument but all of which taken
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together shall constitute one and the same agreement, and it shall not be
necessary when making proof of this Agreement or any counterpart thereof to
account for any other counterpart.
13. Facsimile An Original. A facsimile of this Agreement shall be deemed to
be an original for all purposes.
14. Attorney Fees. In the event of litigation arising out of this
Agreement, the prevailing party shall be entitled to collect attorney fees and
costs from the losing party.
IN WITNESS WHEREOF, this Agreement has been executed and delivered on the
day and year first herein above written.
SELLER PURCHASER:
Pacific USA Holding Corp. Laidlaw Global Corporation
By: /s/ Larry Horner By: /s/ Anastasio Carayannis
---------------------- --------------------------
Name: Larry Horner Name: Anastasio Carayannis
Title: Chairman Title: President
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AMENDMENT TO EXCHANGE AGREEMENT
AMENDMENT TO EXCHANGE AGREEMENT entered into as of the 29th day of March
2000 between PUSA Investment Company, a Nevada corporation ("PUSA"), Laidlaw
Pacific Financial Services ("Holdings") Ltd., a company incorporated under the
laws of Hong Kong ("LPFS"), Laidlaw Holdings, Inc., a Delaware corporation
("Holdings") and Laidlaw Global Corporation, a Delaware corporation ("LGC").
RECITALS
First: PUSA, LPFS and Holdings entered into a certain Exchange Agreement
dated May 20, 1999 (the "Exchange Agreement");
Second: The original purpose of the Exchange Agreement was that Holdings was
to acquire LPFS and all of its subsidiaries to the extent owned, more
as specifically set forth on Exhibit 4.4 to the Exchange Agreement;
Third: Holdings is now a subsidiary of LGC and LGC wishes to assume all of
the obligations of Holdings, as are modified by this Modification to
the Exchange Agreement;
Fourth: The parties hereto now intend to modify the Exchange Agreement to the
extent that PUSA shall cause its wholly-owned subsidiary, LPFS to
transfer all of the issued and outstanding stock of Laidlaw Pacific
("Asia") Ltd., a company organized incorporated under the laws of Hong
Kong (the "LPA");
Fifth: The parties hereto intend that this transaction will continue to
constitute a tax-free exchange of the stock owned in LPA by LPFS,
solely in exchange for voting capital stock of LGC, in accordance with
the provisions of Section 368 (a)(1)(B) of the Internal Revenue Code
and all terms contained herein shall be interpreted to effectuate such
intent;
IT IS THEREFORE AGREED AS FOLLOWS:
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Paragraph 1 of the Exchange Agreement is amended in its entirety to read as
follows:
1. (i) Exchange: As soon as practicable, PUSA shall cause its wholly
owned subsidiary, LPFS, to exchange all of the shares of its
wholly-owned subsidiary, LPA, duly endorsed with transfer stamps
affixed, for Two Hundred Thousand (200,000) shares of common stock of
LGC, par value $0.001 (the "Purchaser Shares"), plus $4 million
($4,000,000) dollars Hong Kong. The Purchaser Shares delivered to PUSA
shall be validly issued, fully paid and nonassessable. All such
shares, however, shall bear a legend containing a restriction on
transfer indicating that the shares may not be offered or sold and no
transfer of them may be made unless in compliance with the
registration provisions of the Securities Act of 1933, as amended, on
an exemption there from. This transaction shall be completed in
accordance with the provisions of Section 368 (a)(1)(B) of the
Internal Revenue Code. Except for options to purchase common stock of
LGC not to exceed 175,000 shares, pursuant to the terms previously
granted to employees of LPFS and/or LPA, no other consideration will
be given by LGC which has hereby assumed the obligations hereunder of
Holdings.
(ii) The term set forth in the Exchange Agreement defined as "the
Stockholder Shares" shall now be deemed to mean all of the issued and
outstanding stock of LPA. The term "Stockholder" set forth in the
Exchange Agreement shall be deemed to be LPFS. The term "Purchaser"
set forth in the Exchange Agreement shall be deemed to mean LGC.
2. Paragraph 2 of the Exchange Agreement shall remain except that the defined
terms are as amended herein and that the representations of Stockholder
shall be representations of PUSA and LPFS jointly and severally.
3. Paragraph 3 of the Exchange Agreement shall remain unchanged except that
the definition of Purchaser shall be the definition as amended herein, and
that Paragraphs 3.3, 3.4, 3.5, 3.6 are deleted in their entirety. In place
thereof, LGC, as Purchaser represents that its filings with the Securities
and Exchange Commission, on forms 8-K and 10-Q the most recent thereof
being the form 10-Q for the period ended September 30, 1999, accurately
represent the business and financial condition of Purchaser.
4. Paragraph 4.1 of the Exchange Agreement shall remain unchanged except that
the term the "Company" shall be deemed to mean LPA throughout Paragraph 4
and this Modification of the Exchange Agreement. Paragraph 4.2 shall remain
unchanged except as set forth above.
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Paragraph 4.3, 4.4, 4.5, 4.6 of the Exchange Agreement are hereby deleted in
their entirety. In place thereof is as follows:
i. The Company hereby represents that at the closing of this modification
of Exchange agreement, LPA shall have the following:
a. The License to engage in the Investment Banking Business in Hong
Kong;
b. The employee of LPA whose name appears on the Investment Banking
License (compensation to be agreed upon between Purchaser and
such employee) and a second employee, Martin Hee, shall remain as
employees of record of LPA.
c. Cash in the amount of Eleven Million ($11,000,000) Dollars Hong
Kong.
ii. At the closing LPA shall have no liabilities of any nature whatsoever
nor any commitments such as offices, office leases or equipment leases
of any nature whatsover.
iii. PUSA and LPFS represent that the shares of LPA to be delivered at the
closing constitute all of the issued and outstanding shares of stock
of LPA which shares shall be free and clear of any liens or
encumbrances, options or rights of others.
5. Paragraph 5 of the Exchange Agreement shall remain the same except that
Paragraph 5.1 shall be modified that the representations and warranties
respecting LPA having no liabilities and the assets set forth in such
representations shall survive for a period of one year following the
closing hereunder.
A new Paragraph 6 shall be added to the Agreement:
6. Covenants of the Parties.
6.1 The parties agree to complete the Exchange as set forth in this
modification of Exchange Agreement as soon as practicable. PUSA and LPFS
represent that all conditions precedent to closing, including, but not
limited to, consents and approvals required by the Hong Kong Securities
Commission have been obtained and that all transfer fees, taxes and the
like have been paid in full.
6.2 As soon as practicable the parties undertake to cause the following to
take place:
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6.2.1 LPA shall declare a dividend at or simultaneous with closing by
which LPFS shall receive a dividend equal to Three Million
($3,000,000) Dollars Hong Kong form the LPA cash position and LGC
shall, at its option, receive a dividend equal to Four Million
($4,000,000) Dollars Hong Kong.
6.3 PUSA and LPFS shall cease using the name "Laidlaw" in any capacity and
change the name of any entity with the name Laidlaw to another name.
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[SIGNATURE PAGE]
IN WITNESS WHEREOF, each of the parties has caused this agreement to be executed
on its behalf by its respective officer thereunto duly authorized, all as of the
day and year first above written. Except as set forth herein, the Parties
acknowledge that all other agreements are null and void.
PUSA INVESTMENT COMPANY
By: /s/ Larry D. Horner
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Name: Larry D. Horner
Title: President
LAIDLAW PACIFIC FINANCIAL SERVICES (HOLDINGS), LTD.
By: /s/ Larry D. Horner
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Name: Larry D. Horner
Title: Chairman
LAIDLAW PACIFIC (ASIA), LTD.
By: /s/ Larry D. Horner
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LAIDLAW HOLDINGS, INC.
By: /s/ R. Bendelac
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Name: ROGER BENDELAC
Title: President
LAIDLAW GLOBAL CORPORATION
By: /s/ R. Bendelac
-----------------------
Name: ROGER BENDELAC
Title: President
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