SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
3CI COMPLETE COMPLIANCE CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
88553J-10-4
(CUSIP Number)
Dr. Clemens Pues
910 Pierremont, #312
Shreveport, LA 71106
(318) 869-0440
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
FEBRUARY 20, 1998
(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 this 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 less than five percent 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 should 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).
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CUSIP No. 88553J-10-4
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
Above Persons
Waste Systems, Inc.
(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
(3) SEC Use Only
(4) Source of Funds
Not Applicable
(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 (7) Sole Voting Power 5,104,448 Shares
Shares Bene- ____________________________________________________________
ficially (8) Shared Voting Power -0-
Owned by ____________________________________________________________
Each Report-(9) Sole Dispositive Power 5,104,448 Shares
ing Person ____________________________________________________________
With (10) Shared Dispositive Power -0-
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
5,104,448 Shares
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
(13) Percent of Class Represented by Amount in Row (11) 52.2%
(14) Type of Reporting Person (See Instructions) CO
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This Amendment No. 2 ("Amendment No. 2") to the Schedule 13D dated
February 7, 1994 (the "Schedule"), as amended by Amendment No. 1 to Schedule 13D
dated April 1, 1994 ("Amendment No. 1") is filed to report the intent of the
owners of Waste Systems, Inc. to explore the possibility of disposing of some or
all of the shares of Waste Systems, Inc. and/or some or all of the shares owned
by WSI of the Common Stock, par value $.01 per share, of 3CI Complete Compliance
Corporation, a Delaware corporation. As required by 17 CFR 240.13d-2(e) of
Regulation 13D, the entire text of the Schedule, as amended by Amendment No. 1,
is restated herein (such text is designated herein as the "Original Text").
ITEM 1. SECURITY AND ISSUER
ORIGINAL TEXT:
This statement relates to shares of Common Stock, $.01 par value
("Common Stock"), of 3CI Complete Compliance Corporation, a Delaware corporation
(the "Issuer"), and an option to purchase shares of Common Stock. The principal
executive offices of the Issuer are located at 910 Pierremont, Suite 312,
Shreveport, Louisiana 71106.
AS AMENDED:
This statement relates to shares of Common Stock, $.01 par value
("Common Stock"), of 3CI Complete Compliance Corporation, a Delaware corporation
(the "Issuer"). The principal executive offices of the Issuer are located at 910
Pierremont, Suite 312, Shreveport, Louisiana 71106.
ITEM 2. IDENTITY AND BACKGROUND
ORIGINAL TEXT:
This statement is being filed by Waste Systems, Inc., a Delaware
corporation ("WSI"), which, through its subsidiaries, engages in the medical
waste transportation and incineration business. WSI is owned 50% by Rethmann
GmbH & Co. Verwaltungs-und Beteiligungs-KG, a German corporation controlled by
members of the Rethmann family in Germany, and 50% by Lobbe Holding GmbH Co., a
German corporation controlled by members of
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the Edelhoff family in Germany. The Rethmann family interests in WSI and the
Edelhoff family interests in WSI are managed separately and independently of
each other. The principal executive offices of WSI are located at 910
Pierremont, Suite 312, Shreveport, Louisiana 71106.
Attached to this statement as Schedule I is a list of the directors
and executive officers of WSI and the residence or business address, citizenship
and principal occupation or employment of each such director and executive
officer.
During the last five years, neither WSI nor any executive officer,
director or controlling person of WSI or of any corporation or other person
ultimately in control of WSI has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
AS AMENDED:
There are no changes to this Item 2; a revised Schedule I has been
attached.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
ORIGINAL TEXT:
INITIAL ACQUISITION OF SHARES OF COMMON STOCK IN FEBRUARY 1994
The amount of funds or other consideration used in making the
initial acquisition reported in the Schedule 13D dated February 7, 1994 was as
follows:
AMOUNTS/CONSIDERATION USE
Assets Acquisition of 1,865,275 shares of Common
Stock from the Issuer.
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$5,083,487 Acquisition of 1,255,182 shares of Common
Stock, as well as an option (the "Option")
to purchase an additional 125,000 shares of
Common Stock from American Medical
Technologies, Inc., a Delaware corporation
("AMT"), which corporation was the principal
stockholder of the Issuer immediately prior
to the acquisition.
The consideration used to purchase 1,865,275 shares of Common Stock
from the Issuer consisted of the transfer of certain assets and liabilities of
two majority-owned subsidiaries of WSI, being A/Med, Inc., a Delaware
corporation ("A/Med"), and American Medical Transports Corporation, an Oklahoma
corporation ("AMTC", and together with A/Med, the "WSI Subs"), to two
wholly-owned subsidiaries of the Issuer. Such transfers were made pursuant to
two separate Purchase Agreements and Plans of Reorganization (the "Plans").
The consideration used to purchase from AMT 1,255,182 shares of
Common Stock and the Option to purchase 125,000 shares of Common Stock consisted
of $1,765,658 cash paid by WSI and the cancellation of the $3,317,829 unpaid
balance of a promissory note owed to WSI by AMT. The cash portion of the
purchase price was financed through a loan from BHF Bank guaranteed by the
owners of WSI.
ACQUISITIONS OF COMMON STOCK SINCE FEBRUARY 1994
WSI has acquired 1,983,991 shares of Common Stock since its initial
acquisition of Common Stock in February 1994. Effective April 1, 1994, WSI
acquired a total of 1,557,324 shares of Common Stock upon conversion of certain
indebtedness of the Issuer, as described in Item 4 below. WSI also acquired
10,000 shares of Common Stock for approximately $19,700 ($1.97 per share) on
July 25, 1994, in an open market purchase, and acquired 416,667 shares of Common
Stock
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in April 1995 upon the conversion of a cash advance made to the Issuer, as
described in Item 4 below.
AS AMENDED:
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION
ORIGINAL TEXT:
PURPOSE OF THE INITIAL ACQUISITION OF COMMON STOCK
The purpose of the transaction reported in the Schedule 13D dated
February 7, 1994 was for WSI to become the largest single stockholder of the
Issuer and to combine the resources of WSI and the Issuer to reduce
administration and operating costs and increase overall capitalization.
On February 7, 1994, but effective as of February 4, 1994, as
provided in the Plans, the Issuer issued and delivered to the WSI Subs a total
of 2,640,350 shares of its Common Stock, of which 800,000 shares were placed in
an escrow account until January 15, 1995 to secure certain indemnity obligations
of the WSI Subs under the Plans. The WSI Subs were then dissolved pursuant to
the Plans and the remaining 1,840,350 shares of Common Stock issued to the WSI
Subs were distributed to their respective stockholders. Pursuant to such
dissolutions, WSI received 674,719 shares of Common Stock in respect of its
ownership in A/Med and 625,719 shares of Common Stock in respect of its
ownership in AMTC. In addition, WSI was given an irrevocable proxy to vote the
shares held in the above described escrow account on behalf of the beneficial
owners of such shares (being the stockholders of the WSI Subs entitled to
ultimate distribution of such shares pursuant to the dissolutions of the WSI
Subs). Upon termination of the escrow in April 1995, WSI received an additional
293,160 shares of Common Stock in respect of its ownership in A/Med and 272,000
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shares of Common Stock in respect of its ownership in AMTC. As a result of the
distribution of the escrow account, WSI is no longer entitled to vote the
remaining 234,840 shares of Common Stock that were held in such escrow account
and subject to the irrevocable proxy.
On February 7, 1994, but effective as of February 4, 1994, pursuant
to a separate Stock Purchase Agreement, WSI also acquired 1,255,182 shares of
Common Stock from AMT, the former majority stockholder of the Issuer. In
connection with such acquisition, AMT also issued to WSI the Option to acquire
up to an additional 125,000 shares of Common Stock at $4.05 per share.
The Option expires on March 15, 1995.
As a result of these transactions, WSI acquired beneficial ownership of
3,480,297 shares of Common Stock (assuming full exercise of the Option), or
56.7%, based upon 6,140,350 shares of Common Stock outstanding at February 7,
1994, as reported in the Issuer's Quarterly Report on Form 10-Q for the
quarterly period ended December 31, 1993.
In connection with the acquisition, the existing members of the
Board of Directors of the Issuer (the "Board") resigned, with the except of
James T. Rash who, as the sole remaining director, appointed Patrick Grafton,
Charles D. Crochet, Dr. Werner Kook, Dr. Hermann Nieheus and Juergen Thomas as
directors to fill the vacancies created by such resignations. Each of the new
directors was designated by WSI. After appointing such replacement directors,
Mr. Rash resigned, thereby effecting a complete change in the Board to members
designated by WSI.
All of the executive officers of the Issuer also resigned, with the
exception of Burton J. Kunik, an Executive Vice President, and the newly
constituted Board elected Patrick Grafton as Chief Executive Officer and
Secretary, and Charles D. Crochet as President of the Issuer. In connection with
the resignations of the executive officers, the Issuer paid (i) Jerry A.
Argovitz,
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former President and Chief Executive Officer, $227,000, (ii) James T. Rash,
former Chairman of the Board, $208,333, and (iii) Leonard A. Bedell, former
Senior Vice, Chief Financial Officer and Treasurer, $144,000. Such payments were
made in cash and promissory notes in consideration for the cancellation of
certain employment contracts and outstanding options to purchase Common Stock
held by the former executive officers.
PURPOSE OF ACQUISITIONS OF COMMON STOCK SINCE FEBRUARY 1994
Effective April 1, 1994, WSI purchased 1,557,324 shares of Common
Stock in consideration for the conversion by WSI of long-term debt totaling
$4,580,599, plus accrued interest of $91,374 ($3.00 per share). In addition, WSI
purchased 10,000 shares of Common Stock for approximately $19,700 ($1.97 per
share) on July 25, 1994, in an unrelated open-market purchase. On April 14,
1995, WSI purchased an additional 416,667 shares of Common Stock in
consideration for the conversion by WSI of a $1,000,000 non-interest-bearing
cash advance made by WSI to the Issuer in November 1994 ($2.40 per share).
The purchase of 10,000 shares of Common Stock on July 25, 1994, was
for the purpose of increasing the holdings of WSI at a time when, in the opinion
of WSI, the market price of the Common Stock was attractive. The other purchases
were for the purpose of increasing the capitalization of the Issuer.
On April 4, 1995, WSI voted to remove without cause Georg Rethmann
and Patrick Grafton as directors of the Issuer. At a meeting of the Board on the
same day, Erik v. Forell was elected as a director to fill one of the vacancies
resulting from such removals. Following such actions, Dr. Hermann Nieheus,
Juergen Thomas, Charles D. Crochet and Erik v. Forell comprised the Board (Dr.
Werner Kook resigned from the Board on May 20, 1994). On April 4, 1995, the
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Board voted to approve and ratify the removal on March 31, 1995, of Patrick
Grafton as Chief Executive Officer and Secretary of the Issuer. WSI intends to
adopt new bylaws of the Company principally for the purpose of eliminating
staggered terms of directors. In addition, WSI intends to vote its shares of
Common Stock at the 1995 Annual Meeting of Stockholders of the Issuer for the
election of one additional director who is not affiliated with WSI or the
Issuer.
During 1995, WSI intends to provide up to $2,000,000 of funds to the
Issuer and to provide guaranties to a commercial bank in order to enable the
Issuer to secure a line of credit in the principal amount of up to $2,000,000,
all upon the terms to be negotiated between WSI and the Issuer. Such terms may
include the issuance of additional shares of capital stock of the Issuer to WSI.
Except as set forth in this Schedule 13D, WSI has not present
understanding, arrangement, agreement or proxy relationship with any other
stockholder of the Issuer at present and is not able to predict the willingness
of other stockholders to join with it in the future in any such understanding,
arrangement, agreement or proxy relationship for any purpose. Depending on
market conditions and WSI's financial means or the availability of financing,
WSI may consider in the future additional purchases of shares of Common Stock in
privately negotiated transactions, in the open market or otherwise. Except as
set forth in this Schedule 13D, WSI has no additional plans at present to change
the nature of the operations, business, capitalization or corporate structure of
the Issuer.
AS AMENDED:
This Amendment No. 2 is being filed to report that the owners of WSI
are exploring the possible sale of some or all of their interest in WSI and, if
the sale of such interest is not, in the
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sole discretion of the owners of WSI, at acceptable prices, WSI will explore the
possible sale of some or all of WSI's interest in the Issuer (including some or
all of WSI's 5,104,448 shares of Common Stock) on terms subject to the sole
discretion of WSI and the owners of WSI.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
ORIGINAL TEXT:
After giving effect to the transactions described in Item 4 above,
as of April 14, 1995, WSI beneficially owned 5,104,448 shares of Common Stock,
or 53.7%, based upon 9,504,841 shares of Common Stock outstanding at April 14,
1995.
As of April 14, 1995, none of the persons named in Schedule I
attached hereto beneficially owned any shares of Common Stock.
WSI has the sole power to vote or to direct the vote of, and has the
sole power to dispose or to direct the disposition of 5,104,448 shares of Common
Stock that it beneficially owns.
Except for the transactions described in Item 4 above, neither WSI
nor any of the persons named in Schedule I hereto has effected any transaction
in the Common Stock during the past sixty (60) days.
AS AMENDED:
As of July 24, 1998, WSI beneficially owned 5,104,448 shares of
Common Stock, or 52.2%, based upon 9,778,825 shares of Common Stock outstanding
at July 24, 1998.
As of July 24, 1998, none of the persons named in Schedule I
attached hereto beneficially owned any shares of Common Stock.
WSI has the sole power to vote or to direct the vote of, and has the
sole power to dispose or to direct the disposition of 5,104,448 shares of Common
Stock that it beneficially owns.
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Neither WSI nor any of the persons named in Schedule I hereto has
effected any transaction in the Common Stock during the past sixty (60) days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
ORIGINAL TEXT:
Except as described in Items 4 and 5 above, there are no contracts,
arrangements, understandings or relationships among WSI and the persons named in
Schedule I hereto or between such persons and any other person with respect to
any securities of the Issuer.
AS AMENDED:
The possible sale discussed in Item 4 above results from a
Settlement Agreement dated July 17, 1997 by and among James T. Rash, American
Medical Technologies, Inc., Don Smith, Ghere-Smith Interests, Inc. and Patrick
Grafton and WSI, Georg Rethmann, Hermann Niehues, Ernst Juergen Thomas, Erik Von
Forell and the Issuer (the "Settlement Agreement") which was approved by the
269th Judicial District Court, Harris County, Texas, on February 20, 1998, and
thus became final. The owners of WSI did not contractually obligate themselves
to make the above described sales in the Settlement Agreement. The Settlement
Agreement also provides for the issuance of warrants to certain people which, if
exercised, will result in WSI receiving options to purchase Common Stock at a
price of $1.50 per share.
In January of 1996, WSI, the Issuer, and certain other individuals
entered into a Settlement Agreement and Release of All Claims with James H.
Shepherd and certain other individuals (the "Shepherd Settlement"). Under the
Shepherd Settlement, WSI and the Issuer are joinly required to
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purchase certain shares of Common Stock from James H. Shepherd and certain other
individuals in certain circumstances.
On June 24, 1997, the Issuer and WSI entered into an Exchange
Agreement pursuant to which the Issuer issued 1,000,000 shares of its Series A
Preferred Stock to WSI in exchange for cancellation of and reduction in the
principal amount of certain promissory notes held by WSI. Pursuant to the
Settlement Agreement, the 1,000,000 shares of Series A Preferred Stock owned by
WSI was converted into 7,000,000 shares of Series B Preferred Stock.
On February 19, 1998, the Issuer and WSI entered into a Stock
Purchase and Note Modification Agreement pursuant to which WSI converted debt
owed to it by 3CI into 750,000 shares of Series C Preferred Stock.1
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
ORIGINAL TEXT:
Exhibit 1.1 Purchase Agreement and Plan of Reorganization dated
effective February 4, 1994, among A/Med, Inc., 3CI
Complete Compliance Corporation and 3CI Acquisition
Corp./A/Med.
Exhibit 1.2 Purchase Agreement and Plan of Reorganization dated
effective February 4, 1994, among American Medical
Transports Corporation, 3CI Complete Compliance
Corporation and 3CI Acquisition Corp./AMTC.
Exhibit 1.3 Stock Purchase Agreement dated effective February 4,
1994, between Waste Systems, Inc. and 3CI Complete
Compliance Corporation.
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1 See the Certificates of Designation incorporated by reference as
Exhibits 1.5, 1.6 and 1.7 for the designations, rights, preferences, privileges
and voting powers of the Issuer's Preferred Stock.
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Exhibit 1.4 Option dated February 4, 1994, issued by American
Medical Technologies, Inc. to Waste Systems, Inc.
Exhibit 1.5 Escrow Agreement dated effective February 4, 1994, among
A/Med, Inc., 3CI Complete Compliance Corporation, 3CI
Acquisition Corp./A/Med and Olshan Grundman Frome &
Rosenzweig.
Exhibit 1.6 Escrow Agreement dated effective February 4, 1994, among
American Medical Transports Corporation, 3CI Complete
Compliance Corporation, 3CI Acquisition Corp./AMTC and
Olshan Grundman Frome & Rosenzweig.
AS AMENDED:
Exhibit 1.1 Settlement Agreement dated July 17, 1997 by and among
James T. Rash, American Medical Technologies, Inc., Don
Smith, Ghere-Smith Interests, Inc. and Patrick Grafton
and WSI, Georg Rethmann, Hermann Niehues, Ernst Juergen
Thomas, Erik von Forell and the Issuer.
Exhibit 1.2 Settlement Agreement and Release of All Claims dated
January 1996 by and among James H. Shepherd, James
Michael Shepherd and Richard T. McElhannon and the
Issuer, Georg Rethmann, Hermann Niehues, Juergen Thomas,
Charles Crochet and WSI (incorporated by reference to
Exhibit 10.23 of the Issuer's Form 10-K for the fiscal
year ended September 30, 1995).
Exhibit 1.3 Exchange Agreement between the Issuer and WSI dated as
of June 24, 1997 (incorporated by reference to Exhibit
10.12 of the Issuer's Form S-1, Registration No.
333-48499).
Exhibit 1.4 Stock Purchase and Note Modification Agreement between
the Issuer and WSI dated as of February 19, 1998
(incorporated by reference to Exhibit 10.13 of the
Issuer's Form S-1, Registration No. 333-48499).
Exhibit 1.5 Certificate of Designation of Series A Preferred Stock
(incorporated by reference to Exhibit 3.6 of the
Issuer's Form S-1, Registration No. 333-48499).
Exhibit 1.6 Certificate of Designation of Series B Preferred Stock
(incorporated by reference to Exhibit 3.7 of the
Issuer's Form
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S-1, Registration No. 333-48499).
Exhibit 1.7 Certificate of Designation of Series C Preferred Stock
(incorporated by reference to Exhibit 3.8 of the
Issuer's Form S-1, Registration No. 333-48499).
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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.
Date 07/28/98
Signature /s/ CLEMENS PUES
Name/Title Clemens Pues, President and Secretary
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July 1998
SCHEDULE I
EXECUTIVE OFFICERS AND DIRECTORS
OF
WASTE SYSTEMS, INC.
The name, residence or business address, citizenship and present
principal occupation or employment of each executive officer and director of
Waste Systems, Inc. are set forth below:
NAME AND ADDRESS CITIZENSHIP PRINCIPAL OCCUPATION
Dr. Clemens Pues Germany President and Secretary of Waste
910 Pierremont, #312 Systems, Inc. Also is employed
Shreveport, Louisiana 71106 as Vice President and director of
the Issuer.
Markus Goedecke Germany Director of Waste Systems, Inc.
910 Pierremont, #312 Also is employed as Financial
Shreveport, Louisiana 71106 Manager of the Rethmann Group.
Ernst Juergen Thomas Germany Director of Waste Systems, Inc.
910 Pierremont, #312 Also is employed as Managing
Shreveport, Louisiana 71106 Director of Lobbe Holding
GmbH & Co. and director of the
Issuer.
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NO.95-024912
JAMES T. RASH, AMERICAN ss. IN THE DISTRICT COURT OF
MEDICAL TECHNOLOGIES, INC., ss.
DON SMITH, GHERE-SMITH ss.
INTERESTS, INC. AND ss.
PATRICK GRAFTON, ss.
INDIVIDUALLY AND FOR ss.
AND ON BEHALF OF A CLASS ss.
COMPOSED OF THE MINORITY ss.
STOCKHOLDERS OF 3CI COMPLETE ss.
COMPLIANCE CORPORATION, AND ss.
FOR AND ON BEHALF OF ss.
3CI COMPLETE COMPLIANCE ss.
CORPORATION ss.
ss.
V. ss. HARRIS COUNTY, T E X A S
ss.
WASTE SYSTEMS, INC., ss.
GEORG RETHMANN, ss.
HERMANN NIEHUES, ss.
JURGEN THOMAS, ss.
ERIK VON FORELL, ss.
3CI COMPLETE COMPLIANCE ss.
CORPORATION ss. 269TH JUDICIAL DISTRICT
SETTLEMENT AGREEMENT
I.
INTRODUCTION
THIS AGREEMENT is made this 17th day of July, 1997, by and between JAMES
T. RASH ("RASH"), AMERICAN MEDICAL TECHNOLOGIES, INC. ("AMOT"), DON SMITH
("SMITH"), GHERE-SMITH INTERESTS, INC. ("GHERE-SMITH") AND PATRICK GRAFTON
("GRAFTON") (collectively the "NAMED PLAINTIFFS"), plaintiffs in the above
captioned litigation (the "Texas Action"), and WASTE SYSTEMS, INC. ("WSI"),
GEORG RETHMANN ("RETHMANN"), HERMANN
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NIEHUES ("NIEHUES"), ERNST JUERGEN THOMAS ("THOMAS"), ERIK VON FORELL
("FORELL"), AND 3CI COMPLETE COMPLIANCE CORPORATION ("3CI") (collectively the
"Named Defendants"), defendants in the Texas Action. This Agreement is entered
into by the Named Plaintiffs, individually, as representatives of the Minority
Stockholders of 3CI similarly situated (the "Minority Stockholders"), and
derivatively for and on behalf of 3CI.
II.
RECITALS
Whereas, 3CI has a single class of equity securities issued and
outstanding, its Common Stock, $.01 par value (the "Common Stock"), which trades
over the counter on the NASDAQ Small-Cap Market under the symbol TCCC; and
Whereas, during all relevant times since February 4, 1994, the Owners of
WSI have owned all (100%) of the stock of WSI; WSI has owned a majority (more
than 50%) of the issued and outstanding Common Stock of 3CI; and by voting its
3CI Common Stock, WSI has elected all of the members of the Board of Directors
of 3CI; and
Whereas, as of January 9, 1997, there were 9,900,311 shares of 3CI's
Common Stock issued and outstanding; and
Whereas, as of January 9, 1997, WSI was the beneficial owner of 5,104,448
shares (51.6%) of 3CI's Common Stock; and
Whereas, during all relevant times since February 4, 1994, the Named
Plaintiffs have been Minority Stockholders of 3CI; and
Whereas, as of January 9, 1997, the Named Plaintiffs and the potential
members of the Class collectively owned approximately 3,010,498 (30.4%) shares
of 3CI's Common Stock; and
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Whereas, disputes and disagreements have arisen between the Named
Plaintiffs and the Named Defendants, the substance of which is reflected in the
pleadings currently on file in the Texas Action; and
Whereas, in the Texas Action, the Named Plaintiffs, individually, as
representatives of the Minority Stockholders and derivatively for and on behalf
of 3CI, seek to recover of and from the Named Defendants amounts allegedly owed
to the Named Plaintiffs, individually and as representatives of the Minority
Stockholders and to 3CI; and
Whereas, each of the Named Defendants deny each and every one of the
claims and causes of action asserted against them by the Named Plaintiffs and
they assert that they have properly operated and managed the business and
financial affairs of 3CI, that they have good and sufficient defenses to each
and every one of the claims and causes of action asserted against them by the
Named Plaintiffs in the Texas Action; but, nevertheless, they wish to resolve
and settle all such claims and causes of action in order to avoid the
uncertainties and expenses of the Texas Action and in order to maintain a
harmonious relationship with the Named Plaintiffs and the other Minority
Stockholders; and
Whereas, the Plaintiffs' Legal Counsel has conducted extensive document
and deposition discovery and has thoroughly investigated the factual and legal
issues raised in the Texas Action and has concluded that a settlement of the
Texas Action on the terms set forth in this Agreement is in the best interest of
the Named Plaintiffs, individually, and, subject to the Court's approval, the
other Minority Stockholders and 3CI;
Now Therefore, for and in consideration of the considerations to be paid
by or on behalf of all of the Named Defendants as provided in this Agreement and
the various representations and
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agreements set forth in this Agreement, the adequacy and sufficiency of which is
hereby stipulated and acknowledged by each of the parties to this Agreement, it
is agreed that all of the claims and causes of action which have been asserted
by the Named Plaintiffs, individually, as representatives of the other Minority
Stockholders, and derivatively for and on behalf of 3CI in the Texas Action,
should be compromised on the following terms and conditions:
III.
DEFINED TERMS
A. The following terms shall have the following meaning:
1. "Affiliates" or "Affiliated" means corporations, partnerships and
other business entities and ventures, if any, which are owned or controlled by
the Owners of WSI or WSI through the ownership of the majority of the shares or
interests having voting rights.
2. "Agreement" means this Settlement Agreement and each of the
exhibits attached hereto which are incorporated herein by reference for all
purposes.
3. "Class Certification Hearing" means the hearing to be held by the
Court pursuant to Tex. R. Civ. P. 42, for the purpose of determining whether the
Settlement Class provided for in P. IV. A. should be approved and established.
4. "Common Stock" means 3CI's $.01 par value common stock which
trades over the counter on the NASDAQ Small-Cap market under the ticker symbol
TCCC.
5. "Court" means the 269th Judicial District Court, Harris County,
Texas, in which the Texas Action is pending.
6. "Defendants' Legal Counsel" means the law firms of Susman &
Godfrey L.L.P., Alexander & Associates, and Beckworth & Carrigan, L.L.P.
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7. "Effective Date" means the date on which all of the conditions of
this Agreement becoming effective shall have occurred. Such conditions are
stated in P. IV. C.
8. "Fairness Hearing" means the hearing to be held by the Court as
provided in Tex. R. Civ. P. 42 to consider whether the Court should certify the
Settlement Class, as defined in P. IV. A., approve this Agreement and enter the
Judgment.
9. "Grafton" means named Plaintiff Patrick Grafton. Grafton is
represented separately by the law firm of Wynne & Manney.
10. "Judgment" means the Judgment and Order of Dismissal which the
parties to this Agreement will jointly request the Court to enter pursuant to
Tex. R. Civ. P. 42 after the Court has conducted the Class Certification Hearing
and the Fairness Hearing and has determined that this Agreement should be
approved and implemented. Such Judgment is attached as Exhibit 1.
11. "Minority Stockholders" means those persons and entities that at
January 9, 1997 owned shares of 3CI's Common Stock and whose interests in 3CI
are similarly situated to those of the Named Plaintiffs subject to the
exclusions noted in P. IV. A. 2.
12. "Owners of WSI" means and includes Rethmann V&B GmbH & Co., a
German corporation controlled by members of the Rethmann Family of Germany; and
Lobbe Holding GmbH & Co., a German corporation controlled by members of the
Edelhoff Family of Germany.
13. "Plaintiffs' Legal Counsel" means the law firm of Vinson &
Elkins L.L.P. The law firm of Vinson & Elkins represents the Named Plaintiffs
and the members of the class except Grafton.
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14. "Released Defendants" means each of the Named Defendants, the
Owners of WSI and their respective stockholders, directors, officers, agents,
employees, representatives, attorneys, predecessors, successors, assigns and all
other individuals and entities associated or Affiliated with them that are
released by the Named Plaintiffs under this Agreement, including but not limited
to Norbert Rethmann, Bettina Berger, Georg Rethmann, Gustav Dieter Edelhoff, Dr.
Hermann Niehues, Gustav Edelhoff, Eric von Forell, Heidemarie Edelhoff, Markus
Goedecke, Heike Edelhoff-Kirchhoff, Dr. Werner Kook, Markus Roeper, Uwe
Falkenberg, Reinhard Lohmann, Ernst-Juergen Thomas, Rethmann AG & Co., Rethmann
Kreislaufwirtschaft Verwaltungs GmbH, Rethmann Kreislaufwirtschaft Beteiligungs
GmbH, Rethmann Kreislaufwirtschaft GmbH & Co. KG, AIR Lippewerk Recycling GmbH,
Rethmann Lippewerk Recycling GmbH, Rethmann Verwaltungs-und Beteiligungs GmbH &
Co. KG, Rethmann Photorecycling GmbH, Lobbe Holding GmbH & Co., Lobbe Holding
Geschaeftsfuehrung GmbH, Curtis Wayne Crane, 3CI Complete Compliance Corporation
dba American 3CI including Medwaste Division and Riverbay Division, Charles
Donald Crochet, Dr. Clemens Pues, E&R Holding GmbH, Waste Systems, Inc., 3CI
Acquisition Corp./A/MED, and 3CI Acquisition Corp. AMTC.
15. "Released Plaintiffs" means each of the Named Plaintiffs and
their respective stockholders, directors, officers, agents, employees,
representatives, attorneys, predecessors, successors and assigns, and all other
individuals and entities associated or affiliated with them that are released by
the Named Defendants under this Agreement.
16. "River Bay Group" means River Bay Corporation, a Mississippi
corporation ("River Bay") and the owners, as of January 9, 1997, of shares of
3CI's Common Stock issued by 3CI to the former owners of River Bay as a result
of 3CI's acquisition of substantially all of the
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assets of River Bay in October 1994 or thereafter, and the Bank of Raleigh and
the Smith County Bank.
17. "SEC" means the Securities Exchange Commission.
18. "Shepherd Group" means Med-Waste Disposal Services, Inc., an
Arkansas corporation ("Med-Waste"), and James H. Shepherd, James Michael
Shepherd, and Richard T. McElhannon, and their respective subrogees, assigns,
agents, personal representatives and heirs, all of whom are "Releasors," as
defined in that certain Settlement Agreement and Release of All Claims effective
January 10, 1996 (the "Med-Waste Settlement Agreement").
19. "Texas Action" means the above captioned and numbered legal
action pending before the Court.
20. "Value Received" means the benefits conferred upon 3CI, the
Named Plaintiffs and the other Minority Stockholders who are members of the
Settlement Class as a consequence of the Texas Action and this Agreement. This
term shall, without limitation, specifically include any and all securities
issued by 3CI and amounts paid and to be paid pursuant to the terms of this
Agreement, and any amounts paid pursuant to the Judgment entered in the Texas
Action including attorneys' fees and/or costs.
21. "WSI" means Waste Systems Incorporated, a Delaware corporation,
all (100%) of the stock of which is owned by the Owners of WSI.
22. "3CI" means 3CI Complete Compliance Corporation, a Delaware
corporation.
IV.
GENERAL TERMS
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By entering into this Agreement, each of the undersigned parties agrees to
take all necessary and reasonable procedural and legal steps to cause the
Settlement Class to be established by the Court, this Agreement to be approved
by the Court, the Judgment to be entered by the Court, and this Agreement and
the Judgment to be implemented.
A. THE SETTLEMENT CLASS.
1. For settlement purposes only, the parties stipulate and agree to
the establishment of a plaintiff class in the Texas Action composed of the Named
Plaintiffs and other Minority Stockholders as of January 9, 1997 (the
"Settlement Class") for the purpose of effectuating this Agreement, subject to
the exclusions stated in P. IV.A.2.
2. The Settlement Class is not intended to include and does not
include any stockholder in 3CI in any one or more of the following categories:
(a) The Owners of WSI or any of their stockholders,
directors, officers, agents, employees, representatives,
attorneys, predecessors, successors, assigns or any
other person or entity associated or Affiliated with the
Owners of WSI;
(b) WSI or any of its directors, officers, agents,
employees, representatives, attorneys, consultants,
predecessors, successors, assigns or any other person or
entity associated or Affiliated with WSI;
(c) Any of 3CI's directors, officers, agents, employees,
representatives, attorneys or consultants who are
employed by WSI or the Owners of WSI;
(d) Any person or entity that has been or is now a member of
the Shepherd Group or the River Bay Group;
(e) Any person or entity that ceased to be a stockholder of
3CI prior to January 9, 1997; or
(f) Any person or entity that was a Minority Stockholder of
3CI on January 9, 1997 and elects to opt out of the
Settlement Class or
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opposes this Agreement being approved by the Court or
the Judgment being entered by the Court.
3. The benefits to be received by 3CI, the Named Plaintiffs and the
other members of the Settlement Class pursuant to this Agreement and the
Judgment are the result of arms-length negotiations by representatives of the
parties concerning the matters set forth in the pleadings on file in the Texas
Action, and other claims that the Named Plaintiffs may have against the Named
Defendants and/or any of the Released Defendants as of the execution of this
Agreement, whether known or unknown. Such benefits represent compromises of
disputed claims.
4. Subject to the terms of this Agreement, any person or entity that
is a Minority Stockholder and that would otherwise be a member of the Settlement
Class may elect to be excluded from the Settlement Class by opting out within
forty-five (45) days of the mailing of the notice to be provided to the
potential members of the Settlement Class. Any potential member of the
Settlement Class that timely and properly elects to opt out of the Settlement
Class or any potential member or member of the Settlement Class that opposes the
Court's approval of this Agreement or the entry of the Judgment shall not be
bound by the terms of this Agreement or the Judgment or be entitled to receive
any of the benefits provided to the members of the Settlement Class pursuant to
this Agreement and the Judgment.
B. COOPERATION TO SECURE COURT APPROVAL AND EFFECTUATE THIS AGREEMENT
AND THE JUDGMENT.
1. Each of the parties to this Agreement shall recommend to the
Court that it: (a) approve the creation of the Settlement Class as defined
above, (b) approve this Agreement as being a fair, adequate and reasonable
compromise of contested claims, and (c) enter the Judgment substantially in the
form of EXHIBIT 1.
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2. Securing the Court's approval of the Settlement Class and this
Agreement and obtaining entry of the Judgment shall be the primary
responsibility of 3CI and the counsel of record for 3CI in the Texas Action. In
addition, legal counsel for 3CI shall have the primary responsibility for the
preparation of all documents contemplated or required by the Agreement,
including, but not limited to, the preparation and mailing of notices to the
Minority Stockholders of this Agreement, the Class Certification Hearing and the
Fairness Hearing, the receipt of any Opt-outs from potential members of the
Settlement Class and the administration of the implementation of the terms of
this Agreement if and when it becomes effective. Notwithstanding anything herein
to the contrary, Plaintiffs' Legal Counsel shall be solely responsible for the
drafting of the notice to the potential members of the Settlement Class of the
proposed class settlement.
3. Each of the parties to this Agreement shall execute such other
and further documents and take such other actions as may be reasonably necessary
and proper to carry out and effectuate the terms of this Agreement and the
Judgment.
C. CONDITIONS TO THIS AGREEMENT BECOMING EFFECTIVE:
1. The conditions to this Agreement becoming effective are each and
all of the following events:
(a) the Court approving and creating the Settlement Class as
required by Tex. R. Civ. P. 42;
(b) the Court approving this Agreement and each of the
attached Exhibits in all material respects as required
by Tex. R. Civ. P. 42;
(c) the Court entering the Judgment substantially in the
form of EXHIBIT 1;
(d) the time for appeal from the Judgment expiring or, if
the Judgment is appealed, the Judgment being affirmed in
all material respects by the
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court of last resort to which such an appeal is taken
and such affirmance becoming no longer subject to
further appeal;
(e) 3CI transferring into an escrow account for later
conveyance to the Plaintiffs in accordance with P.
VI.B.1 and 2, in proportion to their respective stock
ownership interests as of January 9, 1997, (i) 78,014
shares of Common Stock, and (ii) warrants on the basis
of one warrant for every three shares of Common Stock
owned;
(f) the payment by 3CI of $425,000 into an escrow account as
provided in P. VIII.A.1; and
(g) obtaining SEC approval, to the extent such approval is
necessary, to convert the 1,000,000 shares of Series A
Preferred Stock into 7,000,000 shares of Series B
Preferred Stock as provided in P. VI. A. 1 and 2.
D. RESTRICTIONS ON NAMED PLAINTIFFS' RIGHT TO OPT OUT
1. The Named Plaintiffs agree that if the Settlement Class is
approved and established by the Court as contemplated in P. IV.A., they will not
opt out of such Settlement Class or oppose the approval of this Agreement or the
entry of the Judgment by the Court.
2. Contemporaneously with the execution of this Agreement, each of
the Named Plaintiffs shall disclose to the Named Defendants the names and
addresses of each of the persons and entities that they represent in the Texas
Action and shall deliver to the Named Defendants letters signed by as many of
such represented persons or entities as possible--but in no event fewer than
those owning 1,000,000 shares of 3CI Common Stock-- confirming that one of the
Named Plaintiffs does, in fact, represent its or his interest and has authority
to act on its or his behalf in the Texas Action and bind it or him to this
Agreement. Each such letter shall state that the person or entity signing it
agrees to be bound by their respective representative's agreement stated in P.
IV.D.1.
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3. Within seven (7) days after the end of the opt out period
established by the Court, 3CI's Legal Counsel shall deliver to Plaintiffs' Legal
Counsel and file with the Court a notice stating the names of any potential
members of the Settlement Class who have timely and properly exercised their
right to opt out of the Settlement Class. In addition, 3CI's Legal Counsel will,
if requested, promptly make available to Plaintiffs' Legal Counsel for review
and copying the original opt out responses received from potential members of
the Settlement Class.
E. RIGHT OF WITHDRAWAL.
Any party to this Agreement shall have the right to withdraw from
this Agreement and declare it null and void, without liability to any party, if
any one or more of the following events takes place before the Effective Date:
(a) Any material representation made in this Agreement to the
party electing to withdraw is false or if any material
undertaking made in this Agreement to the party electing to
withdraw is breached;
(b) WSI or any other creditor seizes assets of 3CI or forecloses
on a security interest granted by 3CI for the repayment of any
of its debts, having a current fair market value of $100,000
or more, and such seizure or foreclosure has a materially
adverse effect upon the financial condition of 3CI;
(c) 3CI is placed in receivership, subject to liquidation, or
bankruptcy (voluntary or involuntary);
(d) 3CI sells, disposes, or conveys any of its assets or business,
other than in the ordinary course of its business, having a
current fair market value of $100,000 or more, and such sale,
disposal, or conveyance has a materially adverse effect upon
the financial condition of 3CI;
(e) 3CI pledges to WSI, any member of the River Bay Group, and/or
any member of the Shepherd Group, assets having a current fair
market value of $100,000 or more;
(f) 3CI's Common Stock should be delisted from NASDAQ;
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(g) 25% or more of the potential members of the Settlement Class,
in the number of shares of Common Stock owned by them as of
January 9, 1997, opt out of the Settlement Class; or
(h) 3CI fails to deposit the common stock, the warrants, and the
$425,000 into escrow as provided in P. IV.C. 1. e and f.
Any party to this Agreement shall also have the right to withdraw from
this Agreement and declare it null and void, without liability to any party, if
this Agreement has not become Effective on or before the second anniversary of
its execution.
The right to withdraw from the Agreement may be effected by the
withdrawing party or its or his legal counsel providing written notice of
withdrawal to the other parties or their legal counsel by certified mail, return
receipt requested.
F. PRESERVATION OF THE STATUS QUO IN THE TEXAS ACTION.
1. Prior to the Effective Date, the status quo of the Texas Action
shall be preserved. If any party to this Agreement exercises the right to
withdraw from this Agreement or if this Agreement does not become effective for
any reason, then: (i) the negotiations between the parties and the provisions of
this Agreement shall be considered to be compromise and offers to compromise
within the meaning of Rule 408, Texas Rules of Civil Evidence, and (ii) the
Named Plaintiffs may resume the prosecution and the Named Defendants may resume
the defense of the Texas Action.
2. Nothing in this Agreement is intended to toll any applicable
statute of limitations and shall not be interpreted as tolling any applicable
statute of limitations.
V.
REPRESENTATIONS OF THE NAMED DEFENDANTS
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A. The Named Defendants represent to the Named Plaintiffs and the other
members of the Settlement Class as of the date of the execution of this
Agreement and as of the date of the Fairness Hearing that:
1. The Owners of WSI desire and intend to sell all or some of their
interest in WSI and/or 3CI (including some or all of WSI's 5,104, 448 shares of
Common Stock and the indebtedness which 3CI owes to WSI) for consideration which
is acceptable to them in their sole discretion.
2. 3CI, WSI, and the Owners of WSI desire and intend to identify and
elect two qualified and independent individuals to serve on the Board of
Directors of 3CI.
3. They do not have a present intent or plan to do any of the
following:
(a) seize any assets or foreclose any security interest
granted by 3CI for the repayment of any debt 3CI owes to
WSI;
(b) cause WSI or 3CI to be liquidated;
(c) permit 3CI to be placed in receivership or bankruptcy;
(d) permit the Common Stock to be delisted by NASDAQ; and
(e) sell, close or cease operation of 3CI or any of its
currently operating facilities, which sale, closure or
cessation would have a materially adverse effect on the
financial condition of 3CI.
B. The representations of the Named Defendants stated in P. V.A.1, 2 and 3
above are intended as statements of their intent as of the date of the execution
of this Settlement Agreement and, subject to confirmation at the Fairness
Hearing, as of the date of the Fairness Hearing. Such representations are not
intended to and shall not impose any contractual obligations upon them.
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VI.
CONSIDERATION FLOWING TO 3CI AND
THE MEMBERS OF THE SETTLEMENT CLASS
The Named Defendants shall provide the following benefits to 3CI and to
the Named Plaintiffs and the other members of the Settlement Class at the time
provided for herein:
A. VALUE RECEIVED BY 3CI:
1. Effective as of January 1, 1997, 3CI entered into an Exchange
Agreement pursuant to which it issued 1,000,000 shares of its Series A Preferred
Stock to WSI in exchange for cancellation of and reduction in the principal
amount of certain promissory notes held by WSI. The Exchange Agreement provided
for (a) the cancellation of a promissory note dated December 20, 1996 in the
original principal amount of $2,700,000 payable to the order of WSI (the "1996
Note") and (b) the reduction in principal amount of a promissory note dated
September 30, 1995 in the original principal amount of $8,000,000, payable to
the order of WSI (the "1995 Note") in an amount equal to $7,000,000 less the
principal amount of the 1996 Note as of January 1, 1997. Upon the execution of
this Agreement, 3CI and WSI will promptly request and diligently attempt to
obtain SEC approval, to the extent such approval is necessary, to convert all of
such Series A Preferred Stock into 7,000,000 shares of Series B Preferred Stock
which shall be in the form of and have the terms and provisions set forth in
EXHIBIT 2.
2. As soon as reasonably possible following the SEC's approval of
the conversion of the 1,000,000 shares of Series A Preferred Stock into
7,000,000 shares of Series B Preferred Stock in the form of EXHIBIT 2, 3CI and
WSI shall effectuate such conversion. WSI and
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the Owners of WSI further agree, on behalf of themselves and their successors
and assigns, that they will not vote to change or amend the terms and provisions
of EXHIBIT 2.
3. No dividends will be paid or payable by 3CI on the Series A
Preferred Stock or on the Series B Preferred Stock nor shall any such
convertible preferred stock be convertible into Common Stock while the warrants
to be issued by 3CI to the Named Plaintiffs and the other
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members of the Settlement Class or their nominee pursuant to P. VI.B.2 remain
outstanding. However, after all of such warrants have expired and/or been
exercised, WSI may receive dividends on its convertible preferred stock, at the
rate of 8.25% per annum, and WSI will have the option to convert its Series B
Preferred Stock into Common Stock as provided herein and in EXHIBIT 2.
4. For two (2) years from and after the Effective Date, WSI shall
have the right to convert additional debt owed to it by 3CI into additional
Convertible Preferred Stock, having the identical terms as the Series B
Convertible Preferred Stock, on the basis of one Dollar ($1) per share of such
Convertible Preferred Stock except that the conversion shall be the actual date
of conversion rather than January 1, 1997.
5. In the event WSI should ever elect to exercise its option to
convert any of its Series B Convertible Preferred Stock into Common Stock, then:
a. the conversion price, as more specifically defined in
EXHIBIT 2, P. 4(b), shall be the equivalent of the
closing market price on the date such conversion option
is exercised by WSI, minus One Dollar ($1), provided,
however, that if the market price is less than One
Dollar ($1) per share, WSI will not be entitled to a
refund of the negative difference; and
b. the Named Plaintiffs and the other members of the
Settlement Class shall have the option, for forty-five
(45) days following receipt of written notice of WSI's
conversion of Series B Preferred Stock into Common Stock
and of the existence of this option, to purchase from
3CI, at the market price on the date of the purchase,
the additional number of shares of Common Stock
necessary to preserve their respective stock ownership
interest in 3CI as it was on the date immediately
preceding WSI's conversion of its Series B Preferred
Stock into Common Stock.
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B. VALUE RECEIVED BY THE MINORITY STOCKHOLDERS:
1. Within thirty (30) days after the Effective Date, 3CI shall
deliver to the Named Plaintiffs and the other members of the Settlement Class or
their nominee a total of 78,014 shares of Common Stock to be apportioned among
them as their respective stock ownership interests may appear as of January 9,
1997. To the extent possible, the shares shall be delivered out of the treasury
of 3CI. To the extent necessary, however, 3CI may issue new shares of Common
Stock to the Plaintiffs and the other members of the Settlement Class or their
nominees. All such shares shall be registered and freely tradeable at the time
of delivery.
2. Within thirty (30) days after the Effective Date, 3CI shall issue
non-transferrable warrants to the Named Plaintiffs and each of the other members
of the Settlement Class or their nominee entitling them to purchase from 3CI
additional shares of Common Stock of 3CI on the basis of 1 warrant for each 3
shares of Common Stock they owned as of January 9, 1997 at a price of $1.50 per
share. Such warrants shall be in the form of, be exercisable and have the terms
and provisions set forth in EXHIBIT 3 and may be exercised by the holder thereof
at any time within two (2) years from and after the Effective Date. Any Common
Stock acquired through the exercise of these warrants shall be registered and
freely tradeable at the time of delivery.
3. 3CI may also issue warrants to the members of the Shepherd Group
and the River Bay Group who owned Common Stock as of January 9, 1997 on the
identical basis (1 warrant for each 3 shares of Common Stock) and on the
identical terms as the warrants to be issued by 3CI to the Named Plaintiffs and
the other members of the Settlement Class pursuant to P. VI.B.2. Any such
warrants shall expire on the same date as the warrants to be issued by 3CI to
the Named Plaintiffs and the other members of the Settlement Class.
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4. The Owners of WSI and the Named Defendants, including 3CI, agree
that they will not take any action at any time which shall, directly or
indirectly, have the effect of diluting the stock ownership interests owned, as
of January 9, 1997, by the Named Plaintiffs and the other members of the
Settlement Class or the securities to be issued by 3CI to the Named Plaintiffs
and the other members of the Settlement Class pursuant to P. VI.B.1 and 2;
provided, however, that nothing herein is intended to or shall prevent 3CI, in
the ordinary course of business, from conducting good faith mergers or
acquisitions, even if such mergers and/or acquisitions have the effect of
diluting the stock ownership interests owned by the Named Plaintiffs and any
other stockholders of 3CI, so long as the dilutive effect of any such
transaction is proportionally the same on each stockholder of 3CI. Any Common
Stock which may be issued by 3CI pursuant to the express terms of this Agreement
shall not be considered a dilution of the stock ownership interests of the Named
Plaintiffs or the other members of the Settlement Class. Likewise, the issuance
of 120,000 shares of Common Stock to Grafton in connection with the settlement
of certain claims that Grafton asserted against 3CI relating to the termination
of Grafton as a director, officer, and employee of 3CI shall not be considered a
dilution of the stock ownership interests of the Named Plaintiffs or the other
members of the Settlement Class.1
C. If the exercise of the warrants issued to the Named Plaintiffs and the
other members of the Settlement Class pursuant to P. VI.B.2 dilutes WSI's Common
Stock ownership interest in 3CI below the ownership interest it held as of
January 9, 1997, then WSI shall have the option
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1 To the extent that 3CI does not presently (at the time of the Grafton
settlement) have 120,000 authorized shares of Common Stock to issue or transfer
to Grafton, 3CI may borrow such shares of Common Stock from WSI and later issue
120,000 shares of Common Stock to WSI. The issuance of such 120,000 shares of
Common Stock to WSI shall not be considered a dilution of the stock ownership
interests of the Named Plaintiffs or the other members of the Settlement Class.
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to purchase from 3CI the number of shares of Common Stock required to return its
stock ownership interest to the percent of ownership interest it held on January
9, 1997 at a price of $1.50 per share. Such option shall expire thirty (30) days
after the date all warrants issued pursuant to P. VI.B.2 have been exercised or
expire. Any 3CI stock acquired by WSI pursuant to this paragraph shall be
registered and fully tradeable at the time of delivery, and shall not be
considered a dilution of the stock ownership interests of the Named Plaintiffs
or the other members of the Settlement Class.
VII.
DISTRIBUTION OF SECURITIES
The procedures by which the securities (Common Stock and warrants)
referred to in P. VI. B.1. and 2. shall be delivered by 3CI to the Named
Plaintiffs and the other members of the Settlement Class shall be as follows:
A. ISSUANCE OF WARRANTS.
Within thirty (30) days after the Effective Date, 3CI shall,
pursuant to P. VI.B.2. calculate the total number of securities to be delivered
to each of the Named Plaintiffs and each of the other members of the Settlement
Class, making appropriate adjustments for any opt outs or objections, and cause
such securities to be delivered to the members of the Settlement Class or their
nominees. 3CI shall file with the Court a notice stating that it has delivered
such securities to the members of the Settlement Class in accordance with the
terms of this Agreement, which notice shall state the name of each member of the
Settlement Class and the number of securities delivered to each such person or
entity or their nominee. A copy of such notice will be delivered to Plaintiffs'
Legal Counsel.
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B. ADMINISTRATION OF THE SETTLEMENT.
1. Securities to be delivered by 3CI to the Named Plaintiffs and the
other members of the Settlement Class or their nominees shall be delivered to
the Postal Service within thirty (30) days after the Effective Date. 3CI shall
file with the Court a notice stating the total of the initial distribution of
securities it has made to the members of the Settlement Class or their nominees.
A copy of such notice shall be delivered to Plaintiffs' Legal Counsel.
2. If requested by the Named Plaintiffs, 3CI shall cause an
independent accounting firm of its choice to: (a) review the computation and
actual mailing process employed by 3CI in making the initial distribution of
securities to members of the Settlement Class or their nominee; and (b) provide
a written report to the Court indicating that, after conducting appropriate
review, to the best of the accounting firm's knowledge and belief, 3CI has
computed and distributed securities to the members of the Settlement Class or
their nominee in accordance with the terms of this Agreement. This report shall
be completed and filed with the Court as soon as reasonably possible after the
date that 3CI has made the initial distribution of securities as provided in P.
VII.B.1 and 2. A copy of such report shall also be delivered to Plaintiffs'
Legal Counsel.
3. Any disputes or disagreements between any members of the
Settlement Class, between any member of the Settlement Class and any third
parties or any other uncertainties as to the correct person or entity entitled
to receive securities pursuant to this Agreement may be submitted to the Court
for final resolution. In the event it should ever be determined that securities
were issued to a member of the Settlement Class not entitled to receive same,
3CI shall be entitled to recover such securities from the person or entity not
entitled thereto
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and to issue or cause to be issued the securities recovered to the person or
entity entitled to receive same.
C. UNDELIVERABLE SECURITIES.
1. Any securities distributed to members of the Settlement Class
that are returned within ninety (90) days from and after the Effective Date,
shall be considered "Initially Undeliverable" securities. Upon return of such
securities, or other notice that such securities cannot be delivered, 3CI shall
compile a list of the same. 3CI, with respect to such list of Initially
Undeliverable securities, shall promptly make reasonable and good faith attempts
to locate any missing members of the Settlement Class and deliver to them the
securities that they are entitled to receive under this Agreement. The expense
of locating missing members of the Settlement Class and distributing securities
to them shall be the responsibility of 3CI.
2. The parties anticipate that there may be a limited number of
members of the Settlement Class whose whereabouts will not be ascertainable and
whose securities may never be claimed. Such amounts are hereafter referred to as
"Undeliverable Securities." On the first anniversary of the Effective Date, 3CI
shall deliver a written report to the Court with a copy to Plaintiffs' Legal
Counsel stating the number of missing members of the Settlement Class and the
aggregate amount of Undeliverable Securities. Promptly after this report is
filed with the Court and delivered to Plaintiffs' Legal Counsel, Plaintiff's'
Legal Counsel and 3CI's Legal Counsel shall jointly request the Court to
determine the proper distribution of such Undeliverable Securities. At such
time, the parties will consider and report to the Court on what, if any,
additional steps to locate missing members of the Settlement Class may be
reasonable and necessary, the disposition of the securities which have been
issued to members of the Settlement Class but which have never been returned or
receipted for and the appropriate final disposition
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of all Undeliverable Securities. Neither the Plaintiffs nor the Defendants shall
be recipients of any Undeliverable Securities, but such securities shall be
delivered or disposed of by 3CI as directed by the Court.
VIII.
PLAINTIFFS' ATTORNEYS' FEES
AND LITIGATION EXPENSES
A. RESPONSIBILITY AND AMOUNT PAYABLE BY 3CI.
1. Representatives of the parties, without the involvement of
Plaintiffs' Legal Counsel and Defendants' Legal Counsel, have met to determine
if any agreement is possible with respect to the amount of necessary and
reasonable attorneys' fees awardable to Plaintiffs' Legal Counsel. An agreement
was reached that for the time expended by Plaintiffs' Legal Counsel to February
15, 1997, the amount of $425,000 was necessary and is reasonable. The parties to
this Agreement shall jointly request that the Court to award this amount of
attorneys' fees to Plaintiffs' Legal Counsel for services rendered in the Texas
Action to February 15, 1997. If the Court awards this amount to Plaintiffs'
Legal Counsel, then 3CI shall deposit this amount into an interest-bearing
escrow account at a federally insured financial institution in Houston, Harris
County, Texas, within fourteen (14) days after the date on which the Court
enters the Judgment. All interest accrued shall belong to 3CI and be at 3CI's
complete discretion at all times. The sum of $425,000 on deposit in such account
shall be disbursed to Plaintiffs' Legal Counsel within seven (7) days after the
Effective Date.
B. RESPONSIBILITY AND AMOUNT OF LEGAL FEES AND LITIGATION EXPENSES
PAYABLE BY NAMED PLAINTIFFS.
1. In an effort to avoid further controversy, disagreement and
expense, representatives of the Named Plaintiffs have met with Plaintiffs' Legal
Counsel to determine if
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any agreement is possible with respect to the amount of necessary and reasonable
attorneys' fees awardable to Plaintiffs' Legal Counsel for time expended and
services rendered in the Texas Action from and after February 15, 1997. An
agreement was reached, and the Named Plaintiffs stipulate and agree that
Plaintiffs' Legal Counsel is entitled to be compensated in the amount of $50,000
for time expended and services rendered in the Texas Action from and after
February 15, 1997. In addition, Plaintiffs' Legal Counsel is entitled to be paid
for all costs and expenses incurred by Plaintiffs' Legal Counsel in the Texas
Action since the inception of the Texas Action.
2. The amounts referred to in paragraph VIII.B. will be paid by the Named
Plaintiffs and the other members of the Settlement Class exclusively, as agreed
by the Named Plaintiffs and Plaintiffs' Legal Counsel in a separate written
agreement to be filed with the Court.
C. THESE AMOUNTS TO BE INCLUDED IN JUDGMENT
The Named Plaintiffs will request the Court to include in its
Judgment an award of the amounts provided in P. VIII.A. and B. to Plaintiffs'
Legal Counsel as necessary and reasonable attorneys' fees and litigation
expenses in the Texas Action. The Court's refusal to include an award of all or
any of such amounts in its Judgment shall not be grounds for any party hereto to
withdraw from this Agreement.
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IX.
MUTUAL RELEASES AND DISPOSITION OF THE TEXAS ACTION
The releases given herein shall become effective on the Effective Date.
A. RELEASE OF THE NAMED DEFENDANTS AND OTHER RELEASED DEFENDANTS.
1. For good and valuable consideration referenced in this Agreement,
each of the Named Plaintiffs, individually, and as may be specifically
authorized by the Court each of the Named Plaintiffs as representatives of the
members of the Settlement Class and derivatively on behalf of 3CI, hereby
release, acquit, and discharge each of the Owners of WSI, the Named Defendants
and each and all of the other Released Defendants from any and all claims,
causes of action, demands, court costs, expenses, attorneys' fees, liabilities
and other obligations of any kind whatsoever, whether known or unknown, asserted
or unasserted, in contract, tort or otherwise, liquidated or unliquidated,
arising out of or relating to any transactions or occurrences which they may
have as of the Effective Date.
B. RELEASE OF THE NAMED PLAINTIFFS.
For good and valuable consideration referenced in this Agreement,
each of the Named Defendants, the Owners of WSI and the other Released
Defendants hereby release, acquit and discharge each of the Named Plaintiffs and
each and all of the other Released Plaintiffs, including each member of the
Settlement Class, from any and all claims, causes of action, demands, court
costs, expenses, attorney fees, liabilities and other obligations of any kind
whatsoever, whether known or unknown, asserted or unasserted, in contract, tort
or otherwise, liquidated or unliquidated, which they may have as of the
Effective Date.
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C. MATTERS EXCLUDED FROM THE RELEASES.
1. Anything in this Agreement to the contrary notwithstanding,
excluded from the release granted in P. VIII.A. and B. above, are the following
specific claims and causes of action, if any, and no other: (a) any claims by or
against any member of the Shepherd Group and the River Bay Group, and (b) any
claims by or against any potential member of the Settlement Class that elects to
opt out of the Settlement Class or to oppose the approval of this Agreement or
entry of the Judgment by the Court.
2. No release has been granted by any party to this Agreement
regarding these specifically excluded matters. This Agreement, including the
Judgment it contemplates, has been entered into without prejudice to such claims
or defenses of any party regarding any of these specifically excluded matters or
any other claims or defenses arising after the Effective Date.
D. CONSEQUENCE OF THIS AGREEMENT NOT BECOMING EFFECTIVE. If this Agreement
does not become effective for any reason, then:
1. This Agreement shall be of no force or effect unless all parties
to this Agreement undertake and agree in a separate writing to proceed, to
perform, and to implement this Agreement or to amend same. 2. This Agreement and
all negotiations and proceedings connected therewith shall be without prejudice
to the rights, claims or defenses of any party hereto, shall not be construed to
be an admission by any party of any fact or other matter, and shall not be used
in any way in the Texas Action or in any other litigation or proceeding. E.
JUDGMENT AND ORDER OF DISMISSAL. 1. The parties to this Agreement will jointly
request the Court to enter the Judgment in the form of EXHIBIT 1. The Named
Plaintiffs and the Named Defendants expressly and
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irrevocably waive their right of appeal as to the Judgment. However, the Named
Plaintiffs and Plaintiffs' Legal Counsel, each expressly reserves the right to
appeal as to the amount of reasonable and necessary attorneys' fees awarded by
the Court for services rendered to the Named Plaintiffs and the other members of
the Settlement Class by Plaintiffs' Legal Counsel from and after February 15,
1997 and for necessary and reasonable expenses incurred by Plaintiffs' Legal
Counsel in the Texas Action as provided in P. VIII.B, if the Court should not
approve the award to Plaintiffs' Legal Counsel in the amounts provided for in P.
VIII.B.
2. After the Effective Date, the Court shall retain continuing
jurisdiction over the Texas Action only for the purpose of enforcing the terms
of this Agreement and for no other purpose.
X.
MISCELLANEOUS PROVISIONS
A. IN THE EVENT OF CONFLICTS, TERMS OF EXHIBITS WILL CONTROL.
In the event of a conflict between the terms or provisions of this
Agreement and the terms or provisions of any Exhibit attached hereto, the terms
and provisions of the Exhibits shall control.
B. PARTIES BOUND.
1. The parties agree that the provisions of this Agreement shall
inure to the benefit of and be binding upon all of the parties signing this
Agreement and, subject to the Court's approval, each and every member of the
Settlement Class, except such persons or entities that are excluded by the terms
of this Agreement or who are not members of the Settlement Class.
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2. Members of the Settlement Class are bound by the terms of this
Agreement and the Judgment whether or not they actually receive the securities
mailed to them by 3CI pursuant to the terms of this Agreement.
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<PAGE>
C. NON-ADMISSION OF LIABILITY.
This Agreement reflects compromises of disputed claims and defenses.
All agreements made in this Agreement are only for the purposes of facilitating
compromise after considering all relevant claims, defenses, facts and
circumstances. Accordingly, nothing contained in this Agreement shall be
considered to be an admission by any party of any claim or defense asserted by
any other party or any admission of any liability or status of any kind or
character.
D. AGREEMENT PREPARED JOINTLY BY BOTH PARTIES' ATTORNEYS.
This Agreement has been prepared by the combined efforts of
Plaintiffs' Legal Counsel and Defendants' Legal Counsel pursuant to arms-length
compromise negotiations.
E. NOTICES.
1. Notices regarding this Agreement directed to the Named Plaintiffs
and/or the Settlement Class, generally, shall be sent to:
(a) Mr. John B. Holstead
Vinson & Elkins L.L.P.
1001 Fannin Street, Suite 2300
Houston, Texas 77002-6760
(b) Mr. James T. Rash
AMT Industries
5847 San Felipe, Suite 900
Houston, Texas 77057
2. Notices directed to the Named Defendants shall be sent to:
(a) Mr. Robert Rivera, Jr.
Susman Godfrey LLP
Suite 5100
1000 Louisiana Street
Houston, Texas 77002-5096
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(b) Dr. Werner Kook
Rethmann Kreislaufwirtschaft GmbH & Co. KG
44536 Lunen
Brunnenstra e 138
Federal Republic of Germany
F. ENTIRE AGREEMENT.
1. Each party executing this Agreement acknowledges that such party
has carefully read this Agreement, including each of the attached Exhibits; that
this Agreement and the attached Exhibits express all of the understandings and
agreements between such parties concerning the subjects it purports to cover;
and that each party has executed this Agreement after consulting with
his/her/its own independent legal counsel and has done so freely and of
his/her/its own accord.
2. The parties agree that they relied on nothing, whether a
statement or omission, other than is stated in the four corners of this
Agreement in deciding to enter into this Agreement.
G. GOVERNING LAW.
This Agreement shall be governed by Texas law.
H. MULTIPLE ORIGINALS.
This Agreement may be executed in counterparts, in which event the
various counterparts shall be and constitute one instrument for all purposes.
The several signature pages may be collected and annexed to one or more
documents to form a complete counterpart. Photocopies of executed copies of this
Agreement may be treated as originals.
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XI.
EXECUTION
By executing this Agreement, each of the undersigned persons represents to
each of the other parties to this Agreement that they are legally and mentally
competent and are fully authorized to execute this Agreement.
IN WITNESS WHEREOF, the parties hereto have set their hands and on the
dated indicated opposing their respective signature.
NAMED PLAINTIFFS:
Date: 7-17-97 By:/S/ JAMES T. RASH
James T. Rash, Individually
AMERICAN MEDICAL TECHNOLOGIES, INC.
Date: 7-17-97 By:/S/ JAMES T. RASH
James T. Rash
President
Date:7-17-97 By:/S/ DONALD W. SMITH
Donald W. Smith, Individually
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GHERE-SMITH INTERESTS, INC.
Date: 7-17-97 By:/S/ DONALD W. SMITH
Donald W. Smith
V. President
Date: 7-24-97 By:/S/ PATRICK GRAFTON
Patrick Grafton, Individually
NAMED DEFENDANTS:
WASTE SYSTEMS, INC.
Date: AUGUST 12, 1997 By: /S/ CLEMENS PUES
Clemens Pues
President
Date: 09 SEPTEMBER 1997 By:/S/ GEORG RETHMANN
Georg Rethmann, Individually
Date: By:/S/ HERMANN NIEHUES
Hermann Niehues, Individually
Date: By:/S/ ERNST JUERGEN THOMAS
Ernst Juergen Thomas, Individually
Date: AUGUST 15, 1997 By:/S/ ERIK VON FORELL
Erik Von Forell, Individually
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OWNERS OF WSI:
RETHMANN V&B GMBH & CO.
Date: 8, SEPTEMBER 1997 By: /S/ WERNER KROOK
Werner Kook
LOBBE HOLDING GMBH & CO.
Date: By:/S/ ERNST PETER RAHLENBECK
Ernst Peter Rahlenbeck
3CI COMPLETE COMPLIANCE CORPORATION
Date: 8/12/97 By:/S/ CHARLES DONALD CROCHET
Charles Donald Crochet President
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THE STATE OF TEXAS SS.
SS.
COUNTY OF HARRIS SS.
BEFORE ME, the undersigned authority, on this day personally appeared
JAMES T. RASH, in his individual capacity, known to me and whose name is
subscribed to the foregoing instrument, and acknowledged to me that he executed
the same for the purposes and consideration therein expressed.
Given under my hand and seal this 17TH day of JULY , 1997.
/S/ SUSAN S. RILEY
NOTARY PUBLIC IN AND FOR THE
STATE OF TEXAS
THE STATE OF TEXAS SS.
SS.
COUNTY OF HARRIS SS.
BEFORE ME, the undersigned authority, on this day personally appeared
JAMES T. RASH, known to me to be a person with authority to sign this document
on behalf of AMERICAN MEDICAL TECHNOLOGIES, INC. and whose name is subscribed to
the foregoing instrument, and acknowledging to me that he executed the same for
the purposes and consideration therein expressed.
Given under my hand and seal this 17TH day of JULY , 1997.
/S/ SUSAN S. RILEY
NOTARY PUBLIC IN AND FOR THE
STATE OF TEXAS
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THE STATE OF TEXAS SS.
SS.
COUNTY OF HARRIS SS.
BEFORE ME, the undersigned authority, on this day personally appeared
PATRICK GRAFTON, in his individual capacity, known to me and whose name is
subscribed to the foregoing instrument, and acknowledged to me that he executed
the same for the purposes and consideration therein expressed.
Given under my hand and seal this 24TH day of JULY , 1997.
/S/ JAMES BENJAMIN BLACK, II
NOTARY PUBLIC IN AND FOR THE
STATE OF SOUTH CAROLINA
THE STATE OF TEXAS SS.
SS.
COUNTY OF HARRIS SS.
BEFORE ME, the undersigned authority, on this day personally appeared
DONALD W. SMITH, in his individual capacity, known to me and whose name is
subscribed to the foregoing instrument, and acknowledged to me that he executed
the same for the purposes and consideration therein expressed.
Given under my hand and seal this 17TH day of JULY , 1997.
/S/ SUSAN S. RILEY
NOTARY PUBLIC IN AND FOR THE
STATE OF TEXAS
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THE STATE OF TEXAS SS.
SS.
COUNTY OF HARRIS SS.
BEFORE ME, the undersigned authority, on this day personally appeared
DONALD W. SMITH, known to me to be a person with authority to sign this document
on behalf of GHERE-SMITH INTERESTS, INC. and whose name is subscribed to the
foregoing instrument, and acknowledged to me that he executed the same for the
purposes and consideration therein expressed.
Given under my hand and seal this 17TH day of JULY , 1997.
/S/ SUSAN S. RILEY
NOTARY PUBLIC IN AND FOR THE
STATE OF TEXAS
THE STATE OF LOUISIANA SS.
SS.
COUNTY OF CADDO SS.
BEFORE ME, the undersigned authority, on this day personally appeared
CLEMENS PUES, known to me to be a person with authority to sign this document on
behalf of WASTE SYSTEMS, INC. and whose name is subscribed to the foregoing
instrument, and acknowledged to me that he executed the same for the purposes
and consideration therein expressed.
Given under my hand and seal this 12TH day of AUGUST , 1997.
/S/ A. BRYON WELLS
NOTARY PUBLIC IN AND FOR THE
STATE OF LOUISIANA
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BEFORE ME, the undersigned authority, on this day personally appeared
GEORG RETHMANN, in his individual capacity, known to me and whose name is
subscribed to the foregoing instrument, and acknowledged to me that he executed
the same for the purposes and consideration therein expressed.
Given under my hand and seal this 09 day of SEPTEMBER , 1997.
/S/
NOTARY PUBLIC IN AND FOR THE
STATE OF NORDRHEIN-WESTFALEN/GERMANY
BEFORE ME, the undersigned authority, on this day personally appeared
HERMANN NIEHUES, in his individual capacity, known to me and whose name is
subscribed to the foregoing instrument, and acknowledged to me that he executed
the same for the purposes and consideration therein expressed.
Given under my hand and seal this 11 day of SEPTEMBER , 1997.
/S/
NOTARY PUBLIC IN AND FOR THE
STATE OF NORDRHEIN-WESTFALEN/GERMANY
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THE STATE OF TEXAS SS.
SS.
COUNTY OF HARRIS SS.
BEFORE ME, the undersigned authority, on this day personally appeared
ERNST JUERGEN THOMAS, in his individual capacity, known to me and whose name is
subscribed to the foregoing instrument, and acknowledged to me that he executed
the same for the purposes and consideration therein expressed.
Given under my hand and seal this _____ day of ______________, 1997.
------------------------------------
NOTARY PUBLIC IN AND FOR THE
STATE OF TEXAS
THE FEDERAL TERRITORY
OF KUALA LUMPUR SS.
SS.
COUNTY OF MALAYSIA SS.
BEFORE ME, the undersigned authority, on this day personally appeared ERIK
VON FORELL, in his individual capacity known to me and whose name is subscribed
to the foregoing instrument, and acknowledged to me that he executed the same
for the purposes and consideration therein expressed.
Given under my hand and seal this 15TH day of AUGUST , 1997.
/S/ A. T. VELU
NOTARY PUBLIC IN AND FOR THE
STATE OF TEXAS
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THE STATE OF LOUISIANA SS.
SS.
COUNTY OF CADDO SS.
BEFORE ME, the undersigned authority, on this day personally appeared
CHARLES D. CROCHET, known to me to be a person with authority to sign this
document on behalf of 3CI COMPLETE COMPLIANCE CORPORATION and whose name is
subscribed to the foregoing instrument, and acknowledged to me that he executed
the same for the purposes and consideration therein expressed.
Given under my hand and seal this 12TH day of AUGUST , 1997.
/S/ A. BYRON WELLS
NOTARY PUBLIC IN AND FOR THE
STATE OF LOUISIANA
BEFORE ME, the undersigned authority, on this day personally appeared
WERNER KOOK, known to me to be a person with authority to sign this document on
behalf of RETHMANN GMBH & CO. VERWALTUNGS-UND BETEILIGUNGS KG and whose name is
subscribed to the foregoing instrument, and acknowledged to me that he executed
the same for the purposes and consideration therein expressed.
Given under my hand and seal this 8 day of SEPTEMBER , 1997.
/S/
NOTARY PUBLIC IN AND FOR THE
STATE OF NORDRHEIN-WESTFALEN/GERMANY
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BEFORE ME, the undersigned authority, on this day personally appeared
ERNST PETER RAHLENBECK known to me to be a person with authority to sign this
document on behalf of LOBBE HOLDING GMBH & CO. and whose name is subscribed to
the foregoing instrument, and acknowledged to me that he executed the same for
the purposes and consideration therein expressed.
Given under my hand and seal this 20TH day of AUGUST , 1997.
/S/
NOTARY PUBLIC IN AND FOR THE
CITY OF ISERLOHN, GERMANY
URK. R. NR. 599/1997
BEFORE ME, the undersigned authority, on this day personally appeared ERNST
PETER RAHLENBECK known to me to be a person with authority to sign this document
on behalf of LOBBE HOLDING GMBH & CO. and whose name is subscribed to the
foregoing instrument, and acknowledged to me that he executed the same for the
purposes and consideration therein expressed.
Given under my hand and seal this 20TH day of AUGUST , 1997.
/S/
NOTARY PUBLIC IN AND FOR THE
CITY OF ISERLOHN, GERMANY
URK. R. NR. 600/1997
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