SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___)*
DRYPERS CORPORATION
(Name of Issuer)
COMMON STOCK $ .001 PAR VALUE
(Title of Class of Securities)
262497308
(CUSIP Number)
KELLY GAUGER C/O DRYPERS CORPORATION 1415 WEST LOOP NORTH
HOUSTON, TEXAS 77055
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
MARCH 29, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in 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).
Page 1 of 12
<PAGE>
- -------------------------------- ----------------------------------
CUSIP NO. 262497308 13 D Page 2 of 17 Pages
- -------------------------------- ----------------------------------
- -------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
1 TERRY A. TOGNIETTI
- -------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
2 (B) [ ]
- -------------------------------------------------------------------------------
SEC USE ONLY
3
- -------------------------------------------------------------------------------
SOURCE OF FUNDS
4 00 (SEE EXHIBIT A)
- -------------------------------------------------------------------------------
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
5 [ ]
- -------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6 USA
- -------------------------------------------------------------------------------
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING SOLE VOTING POWER
PERSON
WITH 7 658,691
-----------------------------------------------------------
SHARED VOTING POWER
8 - 0 -
-----------------------------------------------------------
SOLE DISPOSITIVE POWER
9 658,691
-----------------------------------------------------------
SHARED DISPOSITIVE POWER
10 - 0 -
- -------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 658,691
- -------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
12 [ ]
- -------------------------------------------------------------------------------
Page 2 of 12
<PAGE>
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 8.56%
- -------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14 IN
- -------------------------------------------------------------------------------
Page 3 of 12
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ITEM 1. SECURITY AND ISSUER
The equity securities to which this statement relates are the common
stock, par value $ .001 per share (the "Common Stock"), of Drypers Corporation,
a Delaware corporation (the "Company"). The Company's principal executive
offices are located at 1415 West Loop North, Houston, Texas 77055.
ITEM 2. IDENTITY AND BACKGROUND
(a) - (c) This statement is being filed by Mr. Terry A.
Tognietti. Mr. Tognietti 's principal business address is 1415 West Loop
North, Houston, Texas 77055. Mr. Tognietti is a Co-Chief Executive Officer
of the Company. The Company is a manufacturer of disposable baby diapers.
(d)-(e) During the last five years, Mr. Tognietti has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which he was or is
subject to a judgment, decree or final order enjoining future violations, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) Mr. Tognietti is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
SEE EXHIBIT A.
ITEM 4. PURPOSE OF TRANSACTION
SEE EXHIBIT B.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
(a) AMOUNT OF SHARES BENEFICIALLY OWNED BY MR. TOGNIETTI:
Direct ownership of common stock 658,691
Indirect ownership of common stock - 0 -
PERCENTAGE OF SHARES BENEFICIALLY OWNED BY MR. TOGNIETTI: 8.56%
(b) NUMBER OF SHARES AS TO WHICH MR. TOGNIETTI HAS THE:
Sole power to vote or to direct the vote 658,691
Shared power to vote or to direct the vote - 0 -
Sole power to dispose of or to direct the disposition of 658,691
Shared power to dispose or to direct the disposition of - 0 -
Page 4 of 12
<PAGE>
(C) Except as described in Item 4 hereof, Mr. TOGNIETTI has not effected
any transactions with respect to the Common Stock during the past 60 days.
(D) N/A
(E) N/A
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF ISSUER - None -
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. - EXHIBIT C
Page 5 of 12
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: 02/10/97 /s/ TERRY A. TOGNIETTI
Terry A. Tognietti
Page 6 of 12
<PAGE>
EXHIBIT A
In August 1991, three of the management stockholders assembled a group of
investors to purchase Veragon Corporation ("Veragon" or "Predecessor Company")
from its previous stockholders. In connection with this purchase, VRG Holding
corporation was formed for purposes of purchasing all stock of the Veragon
Corporation, and Veragon became a wholly owned subsidiary of VRG Holding
Corporation. Through a series of transactions in 1992, VRG Holding Corporation
and Veragon were merged, and the company changed its name to Drypers Corporation
(the "Company"). Mr. Tognietti purchased 83,250 shares of stock of the Company
from two management stockholders with funds obtained through a personal bank
loan. Effective May 31, 1992 and November 10, 1992, the Company purchased all of
the capital stock of VMG Holdings Corporation ("VMG") and UltraCare Products,
Inc.("UltraCare"), respectively. The Company funded these acquisitions through
the issuance of various debt and equity instruments. Mr. Tognietti received
56,666 shares of the Company's stock in connection with the VMG acquisition and
exchanged warrants acquired as a result of the VRG Holding Corporation
transaction above for 1,250 shares of the Company's stock in connection with the
UltraCare acquisition. On March 11, 1994, 3,335,000 shares of the Company's
common stock were sold in an initial public offering. The above transactions
describe the history supporting the 141,166 shares of the Company's common stock
that Mr. Tognietti owns as of December 31, 1996. In arriving at Mr. Tognietti's
percentage of beneficial ownership, 10,389 and 507,136 shares of common stock
issuable upon exercise of warrants and options, respectively, have been
included. These warrants and options were awarded to Mr. Tognietti throughout
1991 through 1996 as part of his total compensation package for services
rendered to the Company in a management capacity. Total shares of common stock
beneficially owned by Mr. Tognietti as of December 31, 1996, are 658,691, or
8.56%.
Page 7 of 12
<PAGE>
EXHIBIT B
The Common Stock has been acquired by Mr. Tognietti for investment purposes. Mr.
Tognietti has no current plans or knows of any proposals with respect to (a) the
acquisition or disposition of any securities of the Company, (b) any
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries, (c) any sale or
transfer of a material amount of assets of the Company or any of its
subsidiaries, (d) any change in the present board of directors or management of
the company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board, (e) any material
change in the present capitalization or dividend policy of the company, (f) any
other material change in the company's business or corporate structure, (g) any
changes in the Company's charter bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the company by any
person, (h) causing a class of securities of the company to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association,
(i) any class of equity securities of the company becoming eligible for
termination of registration pursuant to Section 12 (g)(4) of the Securities
Exchange Act of 1934, or (j) any action similar to any of those enumerated
above.
Page 8 of 12
<PAGE>
EXHIBIT C
PROMISSORY NOTE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
PRINCIPAL LOAN DATE MATURITY LOAN NO. CALL COLLATERAL ACCOUNT OFFICER INITIALS
$194,888.24 07-28-1995 07-28-1997 408400 068 3492 FDP
</TABLE>
References in the shaded area are for Lender's use only and do not limit the
applicability of this document to any particular loan or item.
BORROWER: TERRY TOGNIETTI LENDER: SOUTHWEST BANK OF TEXAS, N.A.
(SSN: ###-##-####) GALLERIA
630 ALDERSGATE CT. 4295 SAN FELIPE SUITE 100
KATY, TX 77450 PO BOX 27459
HOUSTON, TX 77227-7459
================================================================================
PRINCIPAL AMOUNT: INITIAL RATE: DATE OF NOTE:
$194,888.24 9.250% JULY 28,1995
PROMISE TO PAY. Terry Tognietti ("Borrower") promises to pay to SOUTHWEST BANK
OF TEXAS, N.A. ("Lender"), or order, in lawful money of the United States of
America, the principal amount of One Hundred Ninety Four Thousand Eight Hundred
Eighty Eight & 24/100 Dollars ($194,888.24), together with interest on the
unpaid principal balance from July 28, 1995, until maturity.
PAYMENT. Subject to any payment changes resulting from changes in the Index,
Borrower will pay this loan on demand, or if no demand is made, in 7 regular
payments of $7,500.00 each and one irregular last payment estimated at
$176,991.37. Borrower's first payment is due October 28, 1995, and all
subsequent payments are due on the same day of each quarter after that.
Borrower's final payment due July 28, 1997, will be for all principal and all
accrued interest not yet paid. Payments include principal and interest. Interest
on this Note is computed on a 365/360 simple interest basis; that is, by
applying the ratio of the annual interest rate over a year of 360 days,
multiplied by the outstanding principal balance, multiplied by the actual number
of days the principal balance is outstanding, unless such calculation would
result in a usurious rate, in which case interest shall be calculated on a per
diem basis of a year of 365 or 366 days, as the case may be. Borrower will pay
Lender at Lender's address shown above or at such other place as Lender may
designate in writing. Unless otherwise agreed or required by applicable law,
payments will be applied first to accrued unpaid interest, then to principal,
and any remaining amount to any unpaid collection costs and late charges.
VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from
time to time based on changes in an index which is the Southwest Bank of Texas,
N.A. prime rate (the "Index"). Southwest Bank of Texas, N.A. prime rate of
interest is the rate of interest established by the Bank from time to time as
its prime rate. The rate is set by the Bank as a general reference rate of
interest, taking into account such factors as the Bank may deem appropriate, it
being understood that many of the Bank's consumer and other loans are priced in
relation to such rate, that it is not necessarily the lowest or best rate
actually charged any customer and that the Bank may make various consumer or
other loans at rates of interest having no relationship to such rate. Lender
will tell Borrower the current Index rate upon Borrower's request. Borrower
understands that Lender may make loans based on other rates as well. The
interest rate change will not occur more often than each day. The Index
currently is 8.750% per annum. The interest rate to be applied prior to maturity
to the unpaid principal balance of this Note will be at a rate of 0.500
percentage points over the Index, resulting in an initial rate of 9.250% per
annum. NOTICE: Under no circumstances will the interest rate on this Note be
more than the maximum rate allowed by applicable law. For purposes of this Note,
the "maximum rate allowed by applicable law" means the greater of (a) the
maximum rate of interest permitted under federal or other law applicable to the
indebtedness evidenced by this Note, or (b) the "Indicated Rate Ceiling" as
referred to in Article 5069-1.04 (a)(1) V.T.C.S. Whenever increases occur in the
interest rate, Lender, at its option, may do one or more of the following: (a)
increase Borrower's payments to ensure Borrower's loan will pay off by its
original final maturity date, (b) increase Borrower's payments to cover accruing
interest, (c) increase the number of Borrower's payments, and (d) continue
Borrower's payments at the same amount and increase Borrower's final payment.
PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed
earlier than it is due. Early payments will not, unless agreed to by Lender in
writing, relieve Borrower of Borrower's obligation to continue to make payments
under the payment schedule. Rather, they will reduce the principal balance due
and may result in Borrower making fewer payments.
POST MATURITY RATE. The Post Maturity Rate on this Note is the maximum rate
allowed by applicable law. Borrower will pay interest on all sums due after
final maturity, whether by acceleration or otherwise, at that rate, with the
exception of any amounts added to the principal balance of this Note based on
Lender's payment of insurance premiums, which will continue to accrue interest
at the pre-maturity rate.
DEFAULT. Borrower will be in default if any of the following happens: (a)
Borrower fails to make any payment when due. (b) Borrower breaks any promise
Borrower has made to Lender, or Borrower fails to perform promptly at the time
and strictly in the manner provided in this Note or any agreement related to
this Note, or in any other agreement or loan Borrower has with Lender. (c) Any
representation or statement made or furnished to Lender by Borrower or on
Borrower's behalf is false or misleading in any material respect. (d) Borrower
dies or becomes insolvent, a receiver is appointed for any part of Borrower's
property, Borrower makes an assignment for the benefit of creditors, or any
proceeding is commenced either by Borrower or against Borrower under any
bankruptcy or insolvency laws. (e) Any creditor tries to take any of Broower's
property on or in which Lender has a lien or security interest. This includes a
garnishment of any of Borrower's accounts with Lender. (f) Any of the events
described in this default section occurs with respect to any guarantor of this
Note. (g) Lender in good faith deems itself insecure.
If any default, other than a default in payment, is curable, it may be cured
(and no event of default will have occurred) if Borrower, after receiving
written notice from Lender demanding cure of such default: (a) cures the default
within fifteen (15) days; or (b) if the cure requires more than fifteen (15)
days, immediately initiates steps which Lender deems in Lender's sole discretion
to be sufficient to cure the default and thereafter continues and copmletes all
reasonable and necessary steps sufficient to produce compliance as soon as
reasonably practical.
LENDER'S RIGHTS. Upon default, Lender may declare the entire indebtedness,
including the unpaid principal balance on this Note, all accrued unpaid
interest, and all other amounts, costs and expenses for which Borrower is
responsible under this Note or any other agreement with Lender pertaining to
this loan, immediately due, without notice, and then Borrower will pay that
amount. Lender may hire an attorney to help collect this Note if Borrower does
not pay, and Borrower will pay Lender's reasonable attorneys' fees. Borrower
also will pay Lender all other amounts actually incurred by Lender as court
costs, lawful fees for filing, recording, or releasing to any public office any
instrument securing this loan; the reasonable cost actually expended for
repossessing, storing, preparing for sale, and selling any security; and fees
for noting a lien on or transferring a certificate of title to any motor vehicle
offered as security for this loan, or premiums or identifiable charges received
in connection with the sale of authorized insurance. This Note has been
delivered to Lender and accepted by Lender in the State of Texas. If there is a
lawsuit, and if the transaction evidenced by this Note occurred in Harris
County, Borrower agrees upon Lender's request to submit to the jurisdiction of
the courts of Harris County, the State of Texas. This Note shall be governed by
and construed in accordance with the laws of the State of Texas and applicable
Federal laws.
RIGHT OF SETOFF. Borrower grants to Lender a contractual possessory security
interest in, and hereby assigns, conveys, delivers, pledges, and transfers to
Lender all Borrower's right, title and interest in and to, Borrower's accounts
with Lender (whether checking, savings, or some other account), including
without limitation all accounts held jointly with someone else and all accounts
Borrower may open in the future, excluding however all IRA, Keogh, and trust
accounts. Borrower authorizes Lender, to the extent permitted by applicable law,
to charge or setoff all sums owing on this Note against any and all such
accounts.
FASCIMILE PROVISION. All Parties agree that any executed fascimile (faxed) copy
of this document shall be deemed to be of the same force and effect as the
original, manually executed document.
RENEWAL AND EXTENSION. This Note is given in renewal and extension and not in
novation of the following described indebtedness: That certain Promissory Note
from Terry Tognietti to Lender dated July 28, 1994 in the original amount of
$204,000.00.
GENERAL PROVISIONS. This Note is payable on demand. The inclusion of specific
default provisions or rights of Lender shall not preclude Lender's right to
declare payment of this Note on its demand. If any part of this Note cannot be
enforced, this fact will not affect the rest of the Note. In particular, this
section means (among other things) that Borrower does not agree or intend to
pay, and Lender does not agree or intend to contract for, charge, collect, take,
reserve or receive (collectively referred to herein as "charge or collect"), any
amount in the nature of interest or in the nature of a fee for this loan, which
would in any way or event (including demand, prepayment, or acceleration) cause
Lender to charge or collect more for this loan than the maximum Lender would be
permitted to charge or collect by federal law or the law of the State of Texas
(as applicable). Any such excess interest or unauthorized fee shall, instead of
anything stated to the contrary, be applied first to reduce the principal
balance of this loan, and when the principal has been paid in full, be refunded
to Borrower. The right to accelerate maturity of sums due under this Note does
not include the right to accelerate any interest which has not otherwise accrued
on the date of such acceleration, and Lender does not intend to charge or
collect any unearned interest in the event of acceleration. All sums paid or
agreed to be paid to Lender for the use, forbearance or detention of sums due
hereunder shall, to the extent permitted by applicable law, be amortized,
prorated, allocated and spread throughout the full term of the loan evidenced by
this Note until payment in full so that the rate or amount of interest on
account of the loan evidenced hereby does not exceed the applicable usury
ceiling. Lender may delay or forgo enforcing any of its rights or remedies under
this Note without losing them. Borrower and any other person who signs,
guarantees or endorses this Note, to the extent allowed by law, waive
presentment, demand for payment, protest, notice of dishonor, notice of intent
to accelerate the maturity of this Note, and notice of acceleration of the
maturity of this Note. Upon any change in the terms of this Note, and unless
otherwise expressly stated in writing, no party who signs this Note, whether as
maker, guarantor, accommodation maker or endorser, shall be released from
liability. All such parties agree that Lender may renew or extend (repeatedly
and for any length of time) this loan, or release any party or guarantor or
collateral; or impair, fail to realize upon or perfect Lender's security
interest in the collateral without the consent of or notice to anyone. All such
parties also agree that Lender may modify this loan without the consent of or
notice to anyone other than the party with whom the modification is made.
9 of 12
<PAGE>
DISBURSEMENT REQUEST AND AUTHORIZATION
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
PRINCIPAL LOAN DATE MATURITY LOAN NO. CALL COLLATERAL ACCOUNT OFFICER INITIALS
$194,888.24 07-28-1995 07-28-1997 408400 068 3492 FDP
</TABLE>
References in the shaded area are for Lender's use only and do not limit the
applicability of this document to any particular loan or item.
BORROWER: TERRY TOGNIETTI LENDER: SOUTHWEST BANK OF TEXAS, N.A.
(SSN: ###-##-####) GALLERIA
630 ALDERSGATE CT. 4295 SAN FELIPE SUITE 100
KATY, TX 77450 PO BOX 27459
HOUSTON, TX 77227-7459
================================================================================
LOAN TYPE. This is a Chapter 1 non-precomputed Variable Rate (0.500% over
Southwest Bank of Texas N.A. prime rate, making an initial rate of 9.250%),
Balloon Loan to an individual for $194,888.24 due on July 28, 1997. This is a
secured renewal of the following described indebtedness: That certain Promissory
Note from Terry Tognietti to Lender dated July 28, 1994 in the original amount
of $204,000.00.
PRIMARY PURPOSE OF LOAN. The primary purpose of this loan is for:
[_] Personal, Family or Household Purposes.
[_] Personal Investment.
[_] Motor Vehicle Purchase for Other Than Personal, Family or Household
Purposes.
[X] Business, Agricultural and All Other.
SPECIFIC PURPOSE. This specific purpose of this loan is: Renewal/Originally for
investment in new company - Drypers Holding Corporation.
DISBURSEMENT INSTRUCTIONS. Borrower understands that no loan proceeds will be
disbursed until all of Lender's conditions for making the loan have been
satisfied. Please disburse the loan proceeds of $194,888.24 as follows:
Amount paid on Borrower's account: $194,888.24
$194,888.24 Payment on Loan #408400/Renewal
-----------
Note Principal: $194,888.24
CHARGES PAID IN CASH. Borrower has paid or will pay in cash as agreed the
following charges:
Prepaid Finance Charges Paid in Cash: $ 0.00
Other Charges Paid in Cash: $ 4,655.31
$4,655.31 Interest thru 7-28-95
-----------
Total Charges Paid In Cash: $ 4,655.31
FASCIMILE PROVISION. All Parties agree that any executed fascimile (faxed) copy
of this document shall be deemed to be of the same force and effect as the
original, manually executed document.
FINANCIAL CONDITION. BY SIGNING THIS AUTHORIZATION, BORROWER REPRESENTS AND
WARRANTS TO LENDER THAT THE INFORMATION PROVIDED ABOVE IS TRUE AND CORRECT AND
THAT THERE HAS BEEN NO ADVERSE CHANGE IN BORROWER'S FINANCIAL CONDITION AS
DISCLOSED IN BORROWER'S MOST RECENT FINANCIAL STATEMENT TO LENDER. THIS
AUTHORIZATION IS DATED JULY 28, 1995.
BORROWER:
/s/ TERRY TOGNIETTI
Terry Tognietti
================================================================================
10 of 12
<PAGE>
REPORTING BURDEN
Public reporting burden for this collection of F.R. U-1
information is estimated to average 1.88 minutes (0.031 O.M.B. No 7100-0115
hours) per response, including the time for reviewing Approval Expires
instructions, searching existing data sources, June 30, 1994
gathering and maintaining the data needed, and
completing and reviewing the collection of information.
Send comments regarding this burden estimate, including
suggestions for reducing this burden, to Secretary,
Board of Governors of the Federal Reserve System, 20th
and C Streets, N.W., Washington, D.C. 20551; and to the
Office of Management and Budget, Paperwork Reduction
Project (7100-0115), Washington, D.C. 20503.
BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM
Statement of Purpose for an Extension of Credit
Secured By Margin Stock
SOUTHWEST BANK OF TEXAS, N.A.
-----------------------------
Name of Bank
(Federal Reserve Form U-1)
This form is required by law (15 U.S.C. 78g and 78w; 12 CFR 221).
INSTRUCTIONS
1. This form must be completed when a bank extends credit in excess of
$100,000 secured directly or indirectly, in whole or in part, by any margin
stock.
2. The term "margin stock" is defined in Regulation U (12 CFR 221) and
includes, principally: (1) stocks that are registered on a national
securities exchange or that are on the Federal Reserve Board's List of
Marginable OTC Stocks; (2) debt securities (bonds) that are convertible
into margin stocks; (3) any over-the-counter security designated as
qualified for trading in the National Market System under a designation
plan approved by the Securities and Exchange Commission (NMS security); and
(4) shares of mutual funds, unless 95 per cent of the assets of the fund
are continuously invested in U.S. government, agency, state, or municipal
obligations.
3. Please print or type (if space is inadequate, attach separate sheet).
PART I. To be completed by borrower(s).
1. What is the amount of the credit being extended? $194,888.24
2. Will any part of this credit be used to purchase or carry margin stock?
[X] Yes [ ] No
If the answer is "no", describe the specific purpose of the credit. ___________
_______________________________________________________________________________
_______________________________________________________________________________
I (we) have read this form and certify that to the best of my (our) knowledge
and belief the information given is true, accurate, and complete, and that the
margin stock and any other securities collateralizing this credit are authentic,
genuine, unaltered, and not stolen, forged, or counterfeit.
Signed: Signed:
/s/ TERRY A. TOGNIETTI 8/5/95
- ----------------------------------- -----------------------------------
Borrower's Signature Date Borrower's Signature Date
Terry A. Tognietti
- ----------------------------------- -----------------------------------
Print or Type Name Print or Type Name
This form should not be signed in blank.
A borrower who falsely certifies the purpose of a credit on this
form or otherwise willfully or intentionally evades the provisions
of Regulation U will also violate Federal Reserve Regulation X,
"Borrowers Who Obtain Securites Credit."
11 of 12
<PAGE>
NOTICE OF FINAL AGREEMENT
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
PRINCIPAL LOAN DATE MATURITY LOAN NO. CALL COLLATERAL ACCOUNT OFFICER INITIALS
$194,888.24 07-28-1995 07-28-1997 408400 068 3492 FDP
</TABLE>
References in the shaded area are for Lender's use only and do not limit the
applicability of this document to any particular loan or item.
BORROWER: TERRY TOGNIETTI LENDER: SOUTHWEST BANK OF TEXAS, N.A.
(SSN: ###-##-####) GALLERIA
630 ALDERSGATE CT. 4295 SAN FELIPE SUITE 100
KATY, TX 77450 PO BOX 27459
HOUSTON, TX 77227-7459
================================================================================
THE WRITTEN LOAN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT
ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN
THE PARTIES.
As used in this Notice, the following terms have the following meanings:
Loan. The term "Loan" means the following described loan: a Chapter 1
non-precomputed Variable Rate (0.500% over Southwest Bank of Texas N.A.
prime rate, making an initial rate of 9.250%), Nondisclosable Balloon Loan
to an individual for $194,888.24 due on July 28, 1997. This is a secured
renewal of the following described indebtedness: That certain Promissory
Note from Terry Tognietti to Lender dated July 28, 1994 in the original
amount of $204,000.00.
Parties. The term "Parties" means SOUTHWEST BANK OF TEXAS, N.A. and any and
all entities or individuals who are obligated to repay the loan or have
pledged property as security for the Loan, including without limitation the
following:
Borrower: Terry Tognietti
Grantor: Terry A. Togneitti
Loan Agreement. The term "Loan Agreement" means one or more promises,
promissory notes, agreements, undertakings, security agreements, deeds of
trust or other documents, or commitments, or any combination of those
actions or documents, relating to the Loan, including without limitation
the following:
Promissory Note / Change In Terms Agr.
Commercial Pledge Agreement
Regulation U-1 Statement
Irrevocable Stock or Bond Power
Collateral Receipt
Disbursement Request and Authorization
Notice of Final Agreement
* Corporate Papers
* Arbitration Agreement
_____ * Fee - Cert of Goodstanding/Existence/Etc.
This Notice of Final Agreement is given by SOUTHWEST BANK OF TEXAS, N.A.
pursuant to Section 26.02 of the Texas Business and Commerce Code. Each Party
who signs below, other than SOUTHWEST BANK OF TEXAS, N.A., acknowledges,
represents, and warrants to SOUTHWEST BANK OF TEXAS, N.A. that it has received,
read and understood this Notice of Final Agreement. This Notice is dated July
28, 1995.
BORROWER:
/s/ TERRY TOGNEITTI
Terry Togneitti
GRANTOR:
/s/ TERRY A. TOGNEITTI
Terry A. Togneitti
LENDER:
SOUTHWEST BANK OF TEXAS, N.A.
By: _________________________
Authorized Officer
================================================================================
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