SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
PAN AM CORPORATION
(Name of Issuer)
COMMON STOCK, $.0001 PAR VALUE PER SHARE
----------------------------------------
(Title of Class of Securities)
697758100
---------
(Cusip Number)
CHARLES E. COBB, JR.
2333 PONCE DE LEON BOULEVARD, PH 1100
CORAL GABLES, FL 33134
(305) 441-1700, FAX (305) 445-5674
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
SEPTEMBER 23, 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 the 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
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
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CUSIP NO. 697758100 13D PAGE 2
1 NAME OF REPORTING
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CHARLES E. COBB, JR.
2 Check the appropriate Box if a Member of a Group (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
NUMBER OF 7 SOLE VOTING POWER
SHARES 6,666
BENEFI-
CIALLY 8 SHARED VOTING POWER
OWNED BY 1,027,195
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 6,666
WITH
10 SHARED DISPOSITIVE POWER
1,027,195
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,033,861
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.4%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP NO. 697758100 13D PAGE 3
1 NAME OF REPORTING
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
COBB PARTNERS LIMITED
2 Check the appropriate Box if a Member of a Group (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
FLORIDA
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFI-
CIALLY 8 SHARED VOTING POWER
OWNED BY 714,653
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
10 SHARED DISPOSITIVE POWER
714,653
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
714,653
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
CUSIP NO. 697758100 13D PAGE 4
1 NAME OF REPORTING
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
COBB PARTNERS, INC.
2 Check the appropriate Box if a Member of a Group (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
FLORIDA
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFI-
CIALLY 8 SHARED VOTING POWER
OWNED BY 714,653
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
10 SHARED DISPOSITIVE POWER
714,653
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
714,653
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
14 TYPE OF REPORTING PERSON
CO
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Item 1. SECURITY AND ISSUER
This filing by Charles E. Cobb, Jr., Cobb Partners Limited ("Cobb
Partners") and Cobb Partners, Inc. ("CP" and, collectively with Mr. Cobb and
Cobb Partners, the "Reporting Persons"), relates to Common Stock, $.0001 par
value per share (the "Shares"), of Pan Am Corporation (the "Issuer"). The
principal executive offices of the Issuer are located at 9300 N.W. 36th Street,
Miami, Florida 33178. Information regarding each of the Reporting Persons is set
forth below.
Item 2. IDENTITY AND BACKGROUND
Mr. Cobb's present principal occupation is as Chairman of the Board and
Chief Executive Officer of CP. Mr. Cobb also serves as Chairman of the Board of
Directors of the Issuer. Mr. Cobb's principal business address is 2333 Ponce de
Leon Boulevard, PH 1100, Coral Gables, Florida 33134.
Cobb Partners is a limited partnership organized and existing under the
laws of the State of Florida with its principal business address located at 2333
Ponce de Leon Boulevard, PH 1100, Coral Gables, Florida 33134. The principal
business of Cobb Partners is providing venture capital and management consulting
services to such industries as travel, tourism, airlines, resort communities,
and related businesses. CP is the sole general partner of Cobb Partners, and the
limited partners are comprised solely of affiliates of Mr. Cobb.
CP is a corporation organized and existing under the laws of the State of
Florida with its principal business address located at 2333 Ponce de Leon
Boulevard, PH 1100, Coral Gables, FL 33134. The principal business of CP is
providing venture capital and management consulting services to such industries
as travel, tourism, airlines, resort communities, and related businesses through
various affiliates. CP also serves as the general partner of Cobb Partners. Mr.
Cobb is the sole shareholder, an officer and a director of CP.
No Reporting Person has been convicted of any criminal proceeding
(excluding traffic violations and similar misdemeanors), or was a party to any
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was subject to a judgment decree or final
order enjoining future violations of, or prohibiting activity subject to,
federal or state securities laws or finding any violation with respect to such
laws during the last five years. Mr. Cobb is a citizen of the United States.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Pursuant to a Contribution Agreement (the "Contribution Agreement"), dated
March 8, 1996, between, among others, Cobb World Services Inc., a Florida
corporation ("World Services"), Cobb PA Acquisition Corporation, a Florida
Corporation ("Cobb PA") and Pan
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American World Airways, Inc., a Florida corporation ("PAWA"), World Services and
Cobb PA, both of which are wholly-owned by Mr. Cobb, jointly delivered to PAWA,
in exchange for 212,542 and 765,153 shares of the Common Stock, par value $.0001
per share, of PAWA (the "PAWA Common Stock") respectively, (i) the sum of $1.0
million in cash and (ii) all of the issued and outstanding capital stock of both
Pan American World Airways, Inc., a Delaware corporation ("PA"), and Pan Am
Corporation (now known as Pan Am Airbridge Holdings, Inc.), a Florida
corporation ("Airbridge Holdings"), both of which were wholly-owned subsidiaries
of World Services and Cobb PA. PA is the owner of certain intellectual property
rights, including the trade names "Pan Am" and "Pan Am - with globe design",
along with various registered trademarks and service marks related thereto.
Airbridge Holdings owns a 30% interest in Chalk's Air Bridge, Inc. which owns a
100% interest in Flying Boats, Inc. (d/b/a Pan Am Air Bridge (f/k/a Chalk's
International Airlines))("Chalk's"), an historical seaplane airline.
On April 26, 1996, Cobb Family Foundation, Inc., a Florida corporation of
which Mr. Cobb is a principal contributor and President ("CFF"), was issued
50,000 shares of PAWA Common Stock for a price of $3.53 per share, in connection
with PAWA's private placement of certain shares of PAWA Common Stock. The
aggregate purchase price of the shares of PAWA Common Stock purchased by CFF was
$176,500.
The Cobb Family Twenty-Second Century Fund, a trust organized and existing
under the laws of the State of Florida (the "22nd Fund"), purchased 50,000
shares of PAWA Common Stock from Cobb PA on August 2, 1996, in a privately
negotiated transaction at a price of $3.53 per share. The aggregate purchase
price of the shares of PAWA Common Stock purchased by the 22nd Fund was
$176,500.
On September 23, 1996, PAWA merged with a wholly-owned subsidiary of the
Issuer (the "Merger"). Pursuant to the terms of the Merger, each issued and
outstanding share of PAWA Common Stock was converted into one Share.
On December 30, 1996, Cobb PA transferred 500 Shares to certain of its
employees as bonus compensation and transferred the remainder of its Shares to
Cobb Partners in exchange for a limited partnership interest in Cobb Partners.
In each case, the source of the funds used in making these purchases was
the respective working capital of the Reporting Person making the purchase. No
portion of the consideration used by any Reporting Person in making the
purchases described above was borrowed or otherwise obtained for the purpose of
acquiring, holding, trading or voting the Shares.
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Item 4. PURPOSE OF THE TRANSACTION
The Shares were acquired by one or more of the Reporting Persons as an
investment. The Reporting Persons intend to monitor their investment in the
Shares on a continuing basis. The Reporting Persons may acquire additional
Shares (subject to availability of Shares at prices deemed favorable) in the
open market in privately negotiated transactions, by tender offer or otherwise.
Alternatively, the Reporting Persons reserve the right to dispose of some or all
of their Shares in the open market or in privately negotiated transactions or
otherwise depending upon the course of actions that the Reporting Persons or the
Issuer pursue, market conditions and other factors. Although the foregoing
represents the range of activities presently contemplated by the Reporting
Persons with respect to the Shares, it should be noted that the possible
activities of the Reporting Persons are subject to change at any time.
Except as otherwise stated herein, none of the Reporting Persons have any
present plans or proposals to or would result in any of the action described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
Amount of Shares Percentage of
Name Beneficially Owned Class*
- ---- ------------------ ------
Charles E. Cobb, Jr. 1,033,861 9.4%
Cobb Partners, Inc. 714,653 6.5%
Cobb Partners Limited 714,653 6.5%
* Based on 10,920,191 Shares outstanding as of October 31, 1996 as
reported on the Issuer's Quarterly Report on Form 10-Q for the Period ended
September 30, 1996, and, solely as to Mr. Cobb, assumes the exercise by Mr. Cobb
of options to purchase 6,666 Shares.
Cobb Partners shares the power to vote and dispose of the Shares
beneficially owned by it with CP and Mr. Cobb. CP, in its capacity as the
general partner of Cobb Partners, has the power to vote or direct the vote of
the Shares held by Cobb Partners or to dispose or direct the disposition of such
Shares for Cobb Partners. CP may be deemed the beneficial owner of the Shares
owned by Cobb Partners by virtue of this relationship to Cobb Partners. Mr.
Cobb, in his capacity as the sole shareholder, a director and an officer of CP,
the general partner of Cobb Partners, may be deemed the beneficial owner of all
Shares owned by Cobb Partners by virtue of his power to vote or direct the vote
of, or to dispose or direct the disposition of, the Shares owned by Cobb
Partners. Accordingly, for purposes of reporting beneficial ownership of such
Shares pursuant to Section 13(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), each of CP and Mr. Cobb may be deemed to be the
beneficial owner of Shares held by Cobb Partners.
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World Services shares the power to vote and dispose of the Shares
beneficially owned by it with Mr. Cobb, but record ownership of Shares held of
record by World Services may not be not be transferred before March 8, 1998. As
the sole shareholder, a director and an officer of World Services, Mr. Cobb may
be deemed to be the beneficial owner of such Shares by virtue of his power to
vote or direct the vote of, or to dispose or direct the disposition of, the
Shares owned by World Services. Accordingly, solely for purposes of reporting
beneficial ownership of such Shares pursuant to Section 13(d) of the Exchange
Act, Mr. Cobb may be deemed to be the beneficial owner of Shares held by World
Services.
Each of CFF and the 22nd Fund share the power to vote and dispose of the
Shares beneficially owned by it with Mr. Cobb, and Mr. Cobb can direct the
investment activities of these entities. Mr. Cobb may be deemed a beneficial
owner of such Shares by virtue of his power to vote or direct the vote of, or to
dispose or direct the disposition of, the Shares owned by either CFF or the 22nd
Fund. Accordingly, solely for purposes of reporting beneficial ownership of such
Shares pursuant to Section 13(d) under the Exchange Act, Mr Cobb may be deemed a
beneficial owner of Shares held by either CFF or the 22nd Fund. Mr. Cobb
disclaims beneficial ownership of all Shares held by either CFF or the 22nd
Fund.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Seller
-------------------------------------------------------------
Except as described herein none of the Reporting Persons is a party to any
contract, arrangement, understanding or relationship with any person with
respect to any securities of the Issuer.
On March 8, 1996, the Issuer granted Mr. Cobb options to purchase 20,000
Shares at $5.00 per Share which vest in equal portions over three years
commencing on April 24, 1997 and expire on April 23, 2006. The foregoing
description of the Stock Option Agreement does not purport to be complete and is
qualified in its entirety by reference to the full agreement which is attached
as Exhibit 3 hereto.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
1. Joint Filing Agreement
2. Agreement of Cobb Partners, Inc., Cobb PA Acquisition Corp., Charles E.
Cobb, Jr. and Sue M. Cobb filed pursuant to Rule 13(d)-1(f)(1)(iii) of the
Securities and Exchange Commission
3. Stock Option Agreement dated April 24, 1996, between Pan Am Corporation
and Charles E. Cobb, Jr.
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SIGNATURES
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certify that the information set forth in this
Statement is true, complete and correct.
Dated: February 15, 1997 /s/ CHARLES E. COBB, JR.
------------------------------
Charles E. Cobb, Jr.
COBB PARTNERS LIMITED
Dated: February 15, 1997 By: /s/ CHARLES E. COBB, JR.
-----------------------------
Charles E. Cobb, Jr.
President, Cobb Partners, Inc.,
General Partner
Dated: February 15, 1997 COBB PARTNERS, INC.
By: /s/ CHARLES E. COBB, JR.
-----------------------------
Charles E. Cobb, Jr.
President
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EXHIBIT INDEX
1. Joint Filing Agreement
2. Agreement of Cobb Partners, Inc., Cobb PA Acquisition Corp., Charles E.
Cobb, Jr. and Sue M. Cobb filed pursuant to Rule 13(d)-1(f)(1)(iii) of the
Securities and Exchange Commission
3. Stock Option Agreement dated April 24, 1996, between Pan Am Corporation
and Charles E. Cobb, Jr.
EXHIBIT 1
JOINT FILING AGREEMENT
The undersigned hereby agree that this Schedule 13D filed by us with
respect to the Common Stock of Pan Am Corporation is filed on behalf of each of
us.
Dated: February 15, 1997 /s/ CHARLES E. COBB, JR.
-----------------------------------
Charles E. Cobb, Jr.
COBB PARTNERS LIMITED
Dated: February 15, 1997 By: /s/ CHARLES E. COBB, JR.
--------------------------------
Charles E. Cobb, Jr.
President, Cobb Partners, Inc.,
General Partner
Dated: February 15, 1997 COBB PARTNERS, INC.
By: /s/ CHARLES E. COBB, JR.
--------------------------------
Charles E. Cobb, Jr.
President
EXHIBIT 2
ARTICLES OF LIMITED PARTNERSHIP
OF
COBB PARTNERS, LIMITED
This Limited Partnership Agreement made this 20th day of December, 1996,
between COBB PARTNERS, INC. ("General Partner") and Cobb Partners, Inc., Cobb PA
Acquisition Corp. and CHARLES E. COBB, JR. and SUE M. COBB, (the "Limited
Partners"):
W I T N E S S E T H:
ARTICLE I - FORMATION OF PARTNERSHIP
The parties agree to enter into this partnership to be formed under
ss.620, Florida Statutes, which shall govern the rights and liabilities of the
parties except as expressed below.
ARTICLE II - NAME, PRINCIPAL OFFICE, AND
MAILING ADDRESS
The business of the partnership shall be conducted under the name of COBB
PARTNERS, LIMITED. The principal office and the address of the General Partner
and Registered Agent for service of process shall be 2333 Ponce de Leon
Boulevard, Penthouse 1100, Coral Gables, Florida 33134.
The mailing address is 2333 Ponce de Leon Boulevard, Penthouse 1100, Coral
Gables, Florida 33134.
ARTICLE III - NATURE OF BUSINESS
1. To purchase, lease, or otherwise acquire, sell, sublease or
otherwise dispose of properties of every kind and nature, to operate a business
in or expand any properties not owned by the Partnership, and generally to
engage in the business of dealing in investment properties.
2. To conduct business, hold, mortgage, sell, convey, lease or
otherwise dispose of real or personal property including franchises, patents,
copyrights, trademarks, and licenses of the State of Florida, and in all other
states and countries.
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3. To contract debts and borrow money, issue, sell, or place bonds,
debentures, notes and other evidences of debt, and execute mortgages, transfers
of Partnership property, or other instruments to secure the payment of
Partnership indebtedness.
4. To guarantee, endorse, purchase, hold, sell, transfer, mortgage,
pledge or otherwise acquire or dispose of shares of capital stock, bonds,
securities, or other evidences of indebtedness created by any person, firm or
corporation, and while the owner of such stock, exercise all of the rights,
powers, and privileges of ownership, including the right to vote the stock.
5. To purchase the assets of any other person, firm, or corporation and
engage in the same or other character of business.
6. To enter into, make, and perform contracts for any lawful purpose
pertaining to the business of the Partnership without limit as to amount, with
any person, firm, syndicate, association, corporation, or governmental entity,
domestic or foreign.
7. To exercise all the powers of like partnerships confirmed by the
laws of the State of Florida. The purposes listed above shall not limit or
restrict this Partnership.
ARTICLE IV - NAMES, ADDRESSES, AND
CONTRIBUTIONS OF PARTNERS
1. The name and address of the General Partner is COBB PARTNERS,
INC., 2333 Ponce de Leon Boulevard, Penthouse 1100, Coral Gables, Florida 33134.
The initial amount contributed by the General Partner is Fifty Eight Thousand
Three Hundred Fifty Dollars ($58,350).
2. The names, addresses, and amount contributed by the Limited Partners
is as follows:
LIMITED PARTNER ADDRESS INITIAL CONTRIBUTION
- --------------- ------- --------------------
Cobb Partners, Inc. 2333 Ponce de Leon Blvd., PH $816,900
1100
Coral Gables, Florida 33134
Cobb PA Acquisition Corp. " 2,625,750
Charles E. Cobb, Jr. " 2,042,250
Sue M. Cobb " 291,750
-----------
Total Limited Partner Capital $5,776,650
3. Nothing in this Agreement shall require any Limited Partner to
make total capital contributions in excess of the amounts set forth above.
4. The liability of any Limited Partner for any debts or obligations
of or to the Partnership at any time shall be limited to the amount then
contributed by him to the capital of the Partnership and his share in the
undistributed net profits.
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ARTICLE V - TERM
The term this Limited Partnership is to exist is ten (10) years from the
date of execution, unless sooner terminated under provisions of this Agreement.
There shall be an automatic ten (10) year renewal after the expiration of the
first ten years unless other agreement is made by the partners in writing.
ARTICLE VI - RIGHTS AND OBLIGATIONS
OF GENERAL PARTNER
1. The General Partner shall have complete discretion in the
management and control of the affairs of the Partnership and shall make all
decisions affecting Partnership affairs unless otherwise provided in this
Agreement.
2. The General Partner shall manage and control the affairs of the
Partnership to the best of his ability and use his best efforts to carry out the
purposes of the Partnership.
3. The General Partner: (a) Shall maintain at the expense of the
Partnership complete and accurate records of all rights and interests acquired
or disposed of by the Partnership, all correspondence relating to Partnership
business, and records of all statements, bills and other instruments furnished
to the Partnership in connection with its business. The records shall be kept in
the principal office for the periods customary in business. The Limited Partners
shall have free access to all records at any time.
(b) Shall maintain at the expense of the Partnership adequate
records and accounts of all operations and expenditures and furnish the Limited
Partners an annual profit and loss statement and report information necessary of
the Limited Partners' income tax returns.
(c) May purchase at the expense of the Partnership liability,
hazard, and other insurance to protect the Partnership properties and business.
(d) May execute all documents or instruments which he deems
appropriate in carrying out the purposes of the Limited Partnership.
(e) May borrow money if necessary from individuals, banks, and other
lending institutions for Partnership purposes, and pledge or mortgage properties
of the Limited Partnership as security for the loans.
(f) May hold the Partnership properties in the Partnership name, the
name of the General Partner, or a nominee chosen by him if he deems the action
appropriate.
(g) Shall be reimbursed for all expenses incurred in conducting the
Partnership business and all costs associated with the development,
organization, and operation of the Limited Partnership.
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ARTICLE VII - RIGHTS AND OBLIGATIONS OF
LIMITED PARTNERS
1. No Limited Partner shall be personally liable for any debts or
losses of the Partnership beyond the amount actually contributed by him to the
capital of the Limited Partnership and his share of undistributed profits.
2. No Limited Partner shall take part in the management of the business
or transact any business for the Limited Partnership.
3. No Limited Partner shall have the power to sign for or bind the
Limited Partnership.
ARTICLE VIII - ASSIGNMENT OF
LIMITED PARTNERSHIP INTERESTS
A Limited Partner may assign his interest in the Limited Partnership
provided:
1. The interest assigned may not be less than the total interest of a
Limited Partner in the Partnership, unless in the opinion of the General Partner
the Limited Partner has a sufficient interest to be divided.
2. The assignee shall consent in writing, in a form satisfactory to
the General Partner, to be bound by the terms of the Partnership Agreement in
the place and stead of the assigning Limited Partner.
3. The General Partner consents to the assignment; provided, however,
the General Partner's consent shall not be unreasonable withheld.
4. The assignment shall be effective the first day of the calendar
quarter in which the assignment takes place.
ARTICLE IX - ADMISSION OF LIMITED PARTNERS
The General Partner may:
1. Admit as a Limited Partner an Assignee of a Limited Partner.
2. Admit as a Limited Partner the heir, executor, administrator, or
assignee of a deceased Limited Partner.
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ARTICLE X - AMENDMENT TO
PARTNERSHIP AGREEMENT
Amendments to this Agreement shall not become effective unless agreed to
by the General Partner and each Limited Partner.
ARTICLE XI - MEETINGS
Meetings of the Limited Partnership may be called by the General Partner
and shall be called by him upon the written request of Limited Partners holding
thirty (30) percent or more of the Limited Partnership capital. The call will
state the nature of the business to be transacted. Limited Partners may vote in
person or by proxy at any such meeting.
ARTICLE XII - COMPENSATION OF GENERAL PARTNER
For his management and other services, the General Partner shall receive
fifty (50) percent of the net profit of the Limited Partnership as determined by
generally accepted accounting principles with the remaining 50% distributed
prorata among the limited partners; the general partner shall receive 0% of
losses, if any; the limited partners shall receive losses in accordance with the
following %
Loss % to adjust Partnership interests:
Cobb Partners, Inc. 15%
Cobb PA Acquisition Corp. 45%
Charles E. Cobb, Jr. 35%
Sue M. Cobb 5%
ARTICLE XII - DISSOLUTION;
WITHDRAWAL/TERMINATION OF LIMITED PARTNER;
LIQUIDATION; WITHDRAWAL/TERMINATION OF
GENERAL PARTNER
1. The Partnership shall not be terminated by death, withdrawal or
termination of a Limited Partner or the admission of a new Limited Partner.
2. The General Partner may terminate the interest of a Limited Partner
and expel him for any of the following reasons:
(a) Death, legal disability, or insolvency.
(b) Assignment by a Limited Partner of all or any part of his
interest in the Partnership without the approval of the General Partner.
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(c) If the conduct of a Limited Partner tends to bring the
Partnership into dispute or litigation, or his interest becomes subject to
attachment, garnishment, claims of creditors in bankruptcy, or similar legal
proceedings.
(d) Failure to meet any material commitment to the General Partner
in accordance with any written undertaking.
3. The Partnership shall be dissolved upon the happening of any of the
following:
(a) By written consent of the General Partner and all Limited
Partners.
(b) The death, bankruptcy, or adjudication of insanity or
incompetence of the General Partner; provided, however, that the Limited
Partners may select a successor to the General Partner within ninety (90) days.
(c) By any event which makes it unlawful for the Partnership
business to be continued.
(d) By failure to elect a successor to the General Partner within
ninety (90) days after notice has been given to the Limited Partners of the
intent of the General Partner to withdraw.
(e) Upon disposition of all interests and assets.
(f) For failure of the General Partner to meet any material
commitment to the Partnership in accordance with any written undertaking.
4. Upon termination of a Limited Partner's interest, the cash
surrender value of his interest shall be determined as of the beginning of the
calendar quarter in which the termination occurred. The amount determined shall
be paid by the General Partner to him, his heirs or legal representative no
later than ninety (90) days after the end of the quarter in which the Limited
Partner is terminated. The acceptance of such payment shall constitute an
assignment and release all interests in the Partnership assets and affairs.
5. The cash surrender of a terminated Limited Partner's interest shall
be determined as the sum of:
(a) Cash on hand less five percent (5%)
(b) Prepaid expenses and accounts receivable less five percent (5%)
(c) Ninety percent (90%) of the net book value of all other assets.
However, if in the opinion of the General Partner or terminated Limited
Partner, ninety percent (90%) of the net book value of any asset does not fairly
represent market value less cost of sale, he may cause the fair market value
less cost of sale to be determined by an independent
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appraiser; in which event the appraised market value less estimated cost of sale
shall be utilized in lieu of ninety percent (90%) of the net book value.
From the total value of assets provided above shall be deducted an amount
equal to all debts and obligations of every kind and nature including accrued
expense and other liabilities of the Partnership.
Cash surrender value of the terminated Limited Partner's interest shall be
his proportionate share of the determined remainder.
ARTICLE XIV - NATURE OF LIMITED PARTNER'S
LIABILITY FOR CLAIMS AGAINST PARTNERSHIP
To further the intent of the parties that each Limited Partner shall be
liable only for his share of contributed capital and undistributed profits, the
parties agree as follows:
1. The General Partner shall arrange to prosecute, defend, settle, or
compromise action at law or equity at the expense of the Partnership as may be
necessary to enforce the Partnership interest.
2. The General Partner shall satisfy any liability judgment, decree,
decision, or settlement, first out of any insurance proceeds available, next out
of Partnership assets, and finally out of income of the General Partner.
3. The Limited Partnership to the extent of its assets indemnifies
the General Partner against tort or contract liability resulting from good faith
actions or omissions on his part.
ARTICLE XV - DISTRIBUTION OF PROFITS AND LOSSES
Net profits or net losses shall be distributed, after deducting the
compensation to the General Partner, to the Limited Partners proportionate to
their share of ownership.
ARTICLE XVI - MISCELLANEOUS
1. If any provision of this Agreement, or the application of any
provision to any person or circumstance, shall be held invalid, the remainder of
the Agreement, or the application of such provision to any person or
circumstance other than those to which it is held invalid, shall not be
affected.
2. The Agreement shall be binding upon the parties, their successors,
heirs, devisees, assigns, legal representatives, executors, and administrators.
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3. To the extent permitted by law, each of the parties waives any
right he may have to maintain an action of the nature of partition with respect
to property held by the Partnership.
IN WITNESS WHEREOF, we, and each of us, have signed this Certificate this
20th day of December, 1996.
/s/ CHARLES E. COBB, JR.
------------------------------------
Chairman and Chief Executive Officer
COBB PARTNERS, INC., General Partner
BEFORE ME, the undersigned authority, personally appeared Charles E. Cobb,
Jr. of COBB PARTNERS, INC., General Partner, known to me and who executed the
foregoing Certificate of Limited Partnership and he acknowledged before me that
he executed the same for the purposes therein set forth.
IN WITNESS WHEREOF, I have set my hand and seal this 20th day of December,
1996.
/s/ PATRICIA PUERTO
----------------------------------
NOTARY PUBLIC, State of Florida
My commission expires: 08/10/97
/s/ CHARLES E. COBB, JR.
----------------------------------
CHARLES E. COBB, JR., Limited Partner
BEFORE ME, the undersigned authority, personally appeared CHARLES E. COBB,
JR., Limited Partner, known to me and who executed the foregoing Certificate of
Limited Partnership and he acknowledged before me that he executed the same for
the purposes therein set forth.
IN WITNESS WHEREOF, I have set my hand and seal this 20th day of December,
1996.
/s/ PATRICIA PUERTO
----------------------------------
NOTARY PUBLIC, State of Florida
My commission expires: 08/10/99
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<PAGE>
/s/ SUE M. COBB
----------------------------------
SUE M. COBB, Limited Partner
BEFORE ME, the undersigned authority, personally appeared SUE M. COBB,
Limited Partner, known to me and who executed the foregoing Certificate of
Limited Partnership and she acknowledged before me that she executed the same
for the purposes therein set forth.
IN WITNESS WHEREOF, I have set my hand and seal this 20th day of December,
1996.
/s/ PATRICIA PUERTO
----------------------------------
NOTARY PUBLIC, State of Florida
My commission expires: 08/10/99
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EXHIBIT 3
PAN AM CORPORATION
NONQUALIFIED STOCK OPTION AGREEMENT
-----------------------------------
(NON-EMPLOYEE DIRECTOR)
1. GRANT OF OPTION. In accordance with and subject to the terms and
conditions of (A) the Pan Am Corporation 1996 Stock Option Plan, as it may be
amended from time to time (the "PLAN"), a copy of which is attached hereto as
Exhibit A, and (B) this Nonqualified Stock Option Agreement (the "AGREEMENT"),
Pan Am Corporation, a Florida corporation (the "COMPANY"), grants to the
optionee identified on Schedule 1 attached hereto (the "OPTIONEE") a
nonqualified stock option (the "OPTION") to purchase the number of shares (the
"SHARES") of its Common Stock, $.0001 par value, set forth on Schedule 1, at the
option price set forth in Schedule 1.
2. ACCEPTANCE BY OPTIONEE. The exercise of the Option or any portion
thereof is conditioned upon acceptance by the Optionee of the terms and
conditions of this Agreement, as evidenced by his execution of Schedule 1 to
this Agreement and the delivery of an executed copy of Schedule 1 to the
Company.
3. VESTING OF OPTION. The Option shall become exercisable in
accordance with the vesting schedule set forth in Schedule 1.
4. EXPIRATION OF OPTION. The Option shall expire on the date set forth
in Schedule 1, and may not be exercised after such date.
5. PROCEDURE FOR EXERCISE. The Option may be exercised for the number
of Shares specified in a written notice delivered to the Company at least ten
days prior to the date on which purchase is requested, accompanied by full
payment, in the manner and subject to the terms and conditions set forth in the
Plan. Notwithstanding the foregoing, the Option may not be exercised as to less
than ten Shares at any time, or, if less than ten Shares, the number of Shares
subject to the Option. If any applicable law requires the Company to take any
action with respect to the Shares specified in such notice, or if any action
remains to be taken under the Articles of Incorporation or Bylaws of the Company
to effect due issuance of the Shares, then the Company shall take such action
and the day for delivery of such Shares shall be extended for the period
necessary to take such action. Neither the Optionee nor any other person
entitled to exercise the Option shall be, or have any rights or privileges of, a
shareholder of the Company in respect of any of the Shares issuable upon
exercise of the Option, unless and until the Shares are issued to the Optionee.
6. REPRESENTATIONS AS TO PURCHASE OF SHARES. As a condition of the
Company's obligation to issue Shares upon exercise of the Option, if requested
by the Company, the Optionee shall, concurrently with the delivery of the stock
certificate representing the Shares so purchased, give such written assurances
to the Company, in the form and substance that its
<PAGE>
counsel reasonably requests, to the effect that the Optionee is acquiring the
Shares for investment and without any present intention of reselling or
redistributing the same in violation of any applicable law. In the event that
the Company elects to register under the Securities Act of 1933 and any
applicable state laws the Shares which are the subject of the Option, the
issuance of such Shares shall not be subject to the restrictions contained in
this paragraph 7.
7. COMPLIANCE WITH APPLICABLE LAW. The issuance of the Shares
pursuant to the exercise of this Option is subject to compliance with all
applicable laws, including without limitation laws governing withholding from
employees and nonresident aliens for income tax purposes.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
as of the Date of Grant set forth in Schedule 1.
PAN AM CORPORATION
By: /s/ JOHN J. OGILBY, JR.
----------------------------------
John J. Ogilby, Jr., General Counsel and
Chief Financial Officer
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<PAGE>
SCHEDULE 1
NONQUALIFIED STOCK OPTION AGREEMENT
Name of Optionee: Charles E. Cobb, Jr.
Number of Shares: 20,000
Option Price Per Share: $ 5.00
Date of Grant: 04/24/96
Expiration Date: 04/23/06
Vesting Schedule: Options vest in equal portions over
three years commencing on 04/24/97
The undersigned agrees to the terms and conditions of the Nonqualified
Stock Option Agreement of which this Schedule 1 is a part, and acknowledges
receipt of the prospectus relating to the Plan and of the Company's most recent
annual report to shareholders.
Date Accepted: NOVEMBER 18, 1996 /s/ CHARLES E. COBB, JR.
------------------ -------------------------
Optionee
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Social Security Number
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