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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 7, 1998 (December 23, 1997)
ICHOR CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware
(State of Incorporation)
000-25132 25-1741849
(Commission File Number) (I.R.S. Employer Identification No.)
Suite 1250, 400 Burrard Street, Vancouver, British Columbia V6C 3A6
(Address of principal executive offices, including postal code)
(604) 683-5767
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 23, 1997, ICHOR Corporation ("Ichor") entered into an agreement to
acquire (the "Acquisition") all of the shares of Gruppo San Rocco SpA ("GSR"),
a company organized under the laws of Italy, based near Milan, Italy and
engaged in machine tool manufacturing, in exchange for 975,000 shares of
common stock and 4,025 shares of preferred stock (the "Preferred Stock") of
Ichor. The completion of the transaction is subject to various conditions,
including the completion of an audit of GSR's financial statements
for the year ended December 31, 1997 in accordance with U.S. generally
accepted accounting principles.
GSR's products include high precision horizontal and vertical milling machines
and machine tool accessories which are sold to major manufacturers in Europe,
East Asia and North America. In the year ended December 31, 1996, GSR's
revenues were approximately $16 million.
In connection with the Acquisition, Logan International Corp. ("Logan")
and Drummond Financial Corporation ("Drummond"), Ichor's majority
shareholders, entered into a securities exchange agreement with GSR's
shareholders on December 23, 1997 to purchase 1,400 shares of the Preferred
Stock in exchange for 1,497,660 issued and outstanding shares of common stock
of Ichor and the assignment of certain indebtedness of Ichor owing to Drummond
in the principal amount of $390,000. The exchange consideration is subject to
adjustment in certain circumstances. The exchange is scheduled to close
contemporaneously with the Acquisition and is subject to various conditions,
including the refinancing of GSR's current credit facilities. Upon completion
of these transactions, the board of directors of Ichor will be increased to
five directors, consisting of two nominees of GSR's current shareholders, two
nominees of Logan and Drummond, and one nominee appointed jointly by both
groups.
On December 23, 1997, Ichor sold all of the shares of its wholly-owned
subsidiary Ortek, Inc., which operates a waste oil refinery near Chicago,
Illinois, to Evergreen Holding Inc. for approximately $1,000,000, consisting
of an initial payment of $320,000 and a final payment of $680,000 plus
interest on or before December 23, 1998. Approximately $800,000 will be used
to repay certain debts.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit
Number Description
- ------- -----------
2.1 Purchase Agreement among ICHOR Corporation and the shareholders of
Gruppo San Rocco SpA dated for reference December 23, 1997.
2.2 Stock Purchase Agreement between ICHOR Corporation and Evergreen
Holding Inc. dated December 23, 1997.
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SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ICHOR CORPORATION
By: /s/ Michael J. Smith
---------------------------------
Michael J. Smith, Chief Financial
Officer and Director
Date: January 7, 1998
<PAGE> 5
ICHOR CORPORATION
FORM 8-K
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
2.1 Purchase Agreement among ICHOR Corporation and the shareholders of
Gruppo San Rocco SpA dated for reference December 23, 1997.
2.2 Stock Purchase Agreement between ICHOR Corporation and Evergreen
Holding Inc. dated December 23, 1997.
<PAGE> 1
ICHOR CORPORATION
c/o Suite 1250, 400 Burrard Street
Vancouver, British Columbia
V6C 3A6
December 23, 1997
The Shareholders of Gruppo San Rocco SpA
c/o Via de Republica 48
Solaro (Milan), Italy
Dear Sirs:
We understand that the shareholders listed in Schedule A hereto (the
"Vendors") are the legal and beneficial owners of all of the issued and
outstanding shares of common stock in the capital of Gruppo San Rocco SpA (the
"Corporation"), a corporation incorporated under the laws of Italy.
All monetary amounts referred to herein are in lawful currency of the United
States of America, unless otherwise expressly stated.
1. PURCHASE OF THE CORPORATION
1.1. Subject to the terms and conditions hereof, ICHOR Corporation (the
"Purchaser") hereby offers to purchase from the Vendors and, by their
acceptance hereof, the Vendors agree to sell to the Purchaser all of the
issued and outstanding shares of common stock in the capital of the
Corporation (the "Purchased Securities") owned and represented by the Vendors,
in exchange for 975,000 common shares of the Purchaser and 4,025 preferred
shares of the Purchaser having a redemption value of $1,000.00 per share (the
"Purchase Price").
1.2 Subject to the terms and conditions hereof, the Purchaser shall pay the
Purchase Price to the Vendors, pro rata to their holdings of the Purchased
Securities, on the Closing Date (as hereinafter defined) in exchange for the
Purchased Securities.
1.3 At the election of the Purchaser, to be exercised on or before three
business days prior to the Closing Date (as hereinafter defined), subject to
the agreement of the Vendors to do so, the Vendors shall cause the Corporation
to, and the Corporation shall, transfer all of the assets of the Corporation
to the Purchaser and the Purchaser shall assume all of the liabilities of the
Corporation, in consideration of the payment by the Purchaser to the
Corporation of the Purchase Price on the Closing Date. In the event that the
Purchaser exercises the election set out in this Section 1.3, the Purchaser
and the Corporation shall enter into an asset purchase agreement, in a form
sufficient to effect the transfers and assumptions contemplated hereby, on or
before the Closing Date, whereupon this Agreement shall be replaced and shall
become void and of no further effect.
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2. COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE VENDORS
2.1. The Vendors, by their acceptance hereof, jointly and severally covenant,
represent and warrant as follows and acknowledge and confirm that the
Purchaser is relying upon such covenants, representations and warranties in
connection with the purchase by the Purchaser of the Purchased Securities:
(a) all the Purchased Securities are now, and at the Time of Closing (as
defined herein) will be, owned by the Vendors as the sole legal and
beneficial owners of record with good and marketable title thereto, free
and clear of any mortgages, liens, charges, restrictions, security
interests, adverse claims, pledges, encumbrances or demands whatsoever,
and the Purchased Securities are issued and outstanding as fully paid and
non-assessable;
(b) no person, firm or corporation has any agreement or option, or any right
or privilege (whether by law, pre-emptive or contractual) capable of
becoming an agreement or option for the purchase, acquisition or transfer
from the Vendors of any of the Purchased Securities or any interest
therein or right thereto, except the Purchaser pursuant hereto;
(c) the Vendors have all necessary power and authority to execute and deliver
the agreement resulting from their acceptance hereof (the "Agreement"), to
sell the Purchased Securities to the Purchaser and to perform their
obligations hereunder;
(d) none of the Vendors act as nominee, agent, trustee, executor,
administrator or other legal representative on behalf of any other person,
firm or corporation in respect of the Purchased Securities other than as
set out in Schedule "B" and to the extent that any of the Vendors acts in
such capacity, it is authorized by such person, firm or corporation to
enter into this Agreement to sell the Purchased Securities and perform its
obligations hereunder;
(e) this Agreement has been duly executed and delivered by and on behalf of
the Vendors and constitutes legal, valid and binding obligations of the
Vendors enforceable against the Vendors in accordance with its terms;
(f) the authorized and issued capital of the Corporation is as set out in
Schedule "B" attached hereto;
(g) other than the Purchased Securities, there are no other shares, options,
warrants or securities of the Corporation issued or issuable;
(h) the Purchased Securities are now, and at all times up to and including the
Time of Closing will continue to be, registered in the name of the Vendors
on the applicable securities registers of the Corporation;
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(i) the execution and delivery of this Agreement and the completion of the
transactions contemplated hereby will not conflict with, result in a
default under, or accelerate or permit the acceleration of the performance
required by any agreement or instrument to which the Vendors or the
Corporation is a party, any applicable law, rule or regulation, or any of
the provisions of the constituting documents or by-laws of the
Corporation;
(j) the Corporation is a corporation duly incorporated, organized and
subsisting under the laws of Italy and has, on a timely basis, duly filed
or delivered all reports, filings, federal, state and local tax returns
and other material required to be filed with or delivered to any
regulatory authority having jurisdiction under applicable law;
(k) the balance sheets of the Corporation as at December 31, 1996 and 1995,
and the statements of operations, accumulated deficit and cash flows for
the years then ended (the "Financial Statements"), have been prepared in
accordance with accounting principles consistent with Italian law on a
basis consistent with previous years and present fairly, the assets,
liabilities and financial condition of the Corporation as at such dates
and the sales, income and results of operations of the Corporation and its
subsidiaries on a consolidated basis during the periods covered thereby;
(l) the pro forma financial statements of the Corporation prepared in respect
of the period January 1, to December 31, 1997 (the "Pro Forma Financial
Statements") have been prepared in accordance with the same accounting
principles consistent with Italian law applied on a basis consistent with
previous years and present fairly the assets, liabilities and financial
condition of the Corporation as at such date and the sales, income and
results of operations of the Corporation and its subsidiaries on a
consolidated basis during the period covered thereby;
(m) to the knowledge of the Vendors there are no material liabilities
(absolute, accrued, contingent or otherwise) of the Corporation or any of
its subsidiaries of any kind whatsoever other than as disclosed in the
Financial Statements and Pro Forma Financial Statements;
(n) all material financial transactions of the Corporation have been recorded
in the financial books and records of the Corporation in accordance with
good business practices, and such financial books and records accurately
reflect the basis for the financial condition and the revenues, expenses
and results of operations of the Corporation shown in the Financial
Statements and Pro Forma Financial Statements;
(o) there has been no material adverse change in the business affairs,
operations or prospects (financial or otherwise) of the Corporation since
December 31, 1996; and
(p) none of the Vendors nor any associates thereof are a party to, or are
aware of, any agreement, commitment or understanding with respect to the
exercise of any voting rights attaching to any securities of the
Corporation or any voting trust agreement or other agreement relating to
securities of the Corporation.
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3. COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
3.1. The Purchaser covenants, represents and warrants as follows and hereby
acknowledges and confirms that the Vendors are relying upon such covenants,
representations and warranties in connection with the sale by them of the
Purchased Securities:
(a) the Purchaser has all necessary power and authority to execute and deliver
this offer, to purchase the Purchased Securities pursuant to the
provisions hereof and to perform its obligations hereunder;
(b) this offer has been duly executed and delivered by and on behalf of the
Purchaser and this Agreement will constitute a legal, valid and binding
obligation of the Purchaser enforceable against the Purchaser in
accordance with its terms; and
(c) upon completion of the purchase and sale contemplated hereby the issued
capital of the Purchaser shall be as set out in Schedule "C" attached
hereto.
4. CLOSING PROCEDURE
4.1. The closing of the purchase and sale of the Purchased Securities shall
take place on the day that is ten business days following delivery by the
Vendor of the Audited Statements (as hereinafter defined) to the Purchaser, at
the offices of the Purchaser or at such other time or place as may be mutually
agreed upon. The date of the closing of the purchase and sale of the
Purchased Securities is referred to herein as the "Closing Date" and the time
of closing on such date is referred to herein as the "Time of Closing".
4.2. At the Time of Closing on the Closing Date, the Vendors agree to deliver
to the Purchaser the following:
(a) written resignations and releases of claims against the Corporation from
all of the directors of the Corporation, in the form appended as Schedule
"D" attached hereto;
(b) certified copies of resolutions appointing two nominees of the Purchaser,
two nominees of the Vendors and one nominee agreeable to both the
Purchaser and the Vendors as directors of the Corporation, in a form
satisfactory to the Purchaser;
(c) definitive certificates representing the Purchased Securities duly
endorsed for transfer to the Purchaser, or as the Purchaser may in writing
direct, together with evidence that the endorsement of the certificates
representing the Purchased Securities occurred before an Italian Notary
Public and that all other required formalities have been observed; and
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(d) copies of documentation authorizing execution of this Agreement, and any
of the documents required to complete the transactions contemplated
hereby, by the party executing same on behalf of Giovanni Beretta and
Armando Donzelli.
4.3. At the Time of Closing on the Closing Date, the Purchaser agrees to
deliver to the Vendors the following:
(a) Definitive certificates representing the Purchaser's shares constituting
the Purchase Price duly endorsed for transfer to the Vendors pro rata to
their holdings of the Purchased Securities or as the Vendors may in
writing direct.
Contemporaneously with the closing of the purchase and sale of the
Purchased Securities, the certificates representing the Purchased Securities
delivered by the Vendors as aforesaid shall be tendered to the Corporation and
the parties shall arrange for the immediate delivery to the Purchaser of
definitive certificates representing the Purchased Securities duly issued and
registered in the name of the Purchaser or as it may in writing direct.
5. CONDITIONS OF CLOSING
5.1. The obligation of the Purchaser to purchase the Purchased Securities
shall be subject to the following conditions for the exclusive benefit of the
Purchaser to be fulfilled, waived, and/or performed at or prior to the Time of
Closing on the Closing Date:
(a) the Purchaser shall have received an opinion of counsel to the Corporation
in form and terms reasonably satisfactory to the Purchaser, to the effect
that:
(i) the Corporation is duly organized and validly existing under the laws
of Italy and is in good standing with respect thereto;
(ii) all necessary steps and corporate and other proceedings have been
taken to permit the Purchased Securities to be duly and validly
transferred to and registered in the name of the Purchaser;
(iii) the number of authorized and issued shares in the capital of the
Corporation are as warranted by the Vendors and all issued shares
are duly authorized and validly issued and outstanding as fully paid
and non-assessable; and
(iv) based on knowledge and belief, such solicitors know of no claims,
judgment, actions, suit, litigations, proceedings or investigations,
actual, pending or threatened against the Corporation which might
materially affect the business, properties, assets, prospects or
conditions, financial or otherwise, of the Corporation or which
could result in any material liability to the Corporation;
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(b) no action or proceeding shall be pending or threatened by any person,
company, firm, governmental authority, securities commission, regulatory
body or agency to enjoin or prohibit the purchase and sale of the
Purchased Securities contemplated hereby or the right of the Purchaser to
own the Purchased Securities or to suspend or stop trading in securities
of the Corporation;
(c) the covenants, representations and warranties of the Vendors contained in
Article 2 hereof shall be true and correct on and as of the date of the
acceptance of this offer by the Vendors and shall also be true and correct
on and as of the Closing Date with the same force and effect as though
such covenants, representations and warranties had been made on and as of
such date;
(d) the Vendors shall have complied with all covenants and agreements herein
agreed to be performed or caused to be performed by it;
(e) without the Purchaser's prior written consent, since the date hereof, the
Corporation shall not have taken any act, entered into or become a party
to or subject to any agreement or transaction or incurred or become liable
for any obligation except in the ordinary course of business, and no such
act, agreement, transaction, liability or obligation in the ordinary
course of business shall result in, or shall upon the completion thereof
result in, a material change in the assets, liabilities, business,
affairs, operations, prospects (financial or otherwise) or capital of the
Corporation;
(f) since the date hereof, the Corporation shall not have redeemed, purchased
or otherwise acquired any of its outstanding shares or authorized or
agreed to any such redemption, purchase or acquisition or declared or paid
any dividends or authorized or made any distributions or agreed to do so
on or in respect of its outstanding securities;
(g) since the date hereof, the Corporation shall not have reserved, set aside,
allotted, issued or agreed to reserve, set aside, allot or issue,
conditionally or otherwise, any shares or any securities, rights or
warrants having the right or option to acquire, directly or indirectly,
through purchase, conversion, exchange or otherwise, any shares;
(h) the Purchaser shall have received the Corporation's audited 1997 financial
statements consisting of a balance sheet and a statement of operations,
accumulated deficit and cash flow in respect of such period and the report
of the auditor thereon (the "Audited Statements"); and
(i) acceptance by Nasdaq for filing of notices relating to the transactions
contemplated by this Agreement.
In case any of the foregoing conditions has not been fulfilled, waived
and/or performed at or before the Time of Closing to the satisfaction of the
Purchaser, the Purchaser may rescind this Agreement by notice to the Vendors
and in such event the parties hereto shall be released from all
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obligations hereunder; provided that any of such conditions may be waived in
whole or in part by the Purchaser without prejudice to its rights of
rescission in the event of the non-fulfillment of any other condition or
conditions.
5.2 The Purchaser shall notify the Vendors on or before 5 o'clock in the
afternoon (Swiss time) on the day that is two business days prior to the
Closing Date that the foregoing conditions have or have not been fulfilled or
waived.
5.3 The obligation of the Purchaser to purchase and of the Vendors to sell
the Purchased Securities shall be subject to the following condition to be
fulfilled and/or performed at or prior to the Time of Closing on the Closing
Date:
(a) the transactions contemplated by the securities exchange agreement dated
for reference December 23, 1997 made among the Vendors, Drummond Financial
Corporation and Logan International Corp. shall have completed or all pre-
conditions to completion shall have occurred so that such transactions
shall be capable of completion on the Closing Date;
6. COVENANTS OF THE VENDORS
6.1. The Vendors agree to cause the Corporation and the Corporation agrees to
fulfill and\or perform all of the conditions referred to in subsections
5.1(e), 5.1(f) and 5.1(g) prior to the Time of Closing.
6.2. The Vendors agree to cause two nominees of the Purchaser, two nominees of
the Vendors and one nominee acceptable to the Purchaser and the Vendors to be
appointed as directors of the Corporation on the Closing Date.
6.3. The Vendors covenant and agree that, between the date hereof and the Time
of Closing, they will not take any step or act with respect to or in
furtherance of the sale of the Purchased Securities or any portion thereof to
any person, firm or corporation other than the Purchaser and, without limiting
the generality of the foregoing, will not negotiate with, solicit any offer
from, or have any discussions with, any other person, firm or corporation with
a view to such a sale.
7. COSTS AND EXPENSES
7.1. All costs and expenses incurred in connection with this Agreement and
the transactions contemplated hereby shall be paid by the party incurring such
expenses.
8. ENTIRE AGREEMENT
8.1. The agreement resulting from acceptance of this offer shall constitute
the entire agreement and understanding between the parties with respect to the
subject matter hereof and shall supersede any prior agreement, representation
or understanding with respect thereto.
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9. TIME OF THE ESSENCE
9.1. Time shall be of the essence hereof.
10. SURVIVAL OF COVENANTS, REPRESENTATIONS AND WARRANTIES
10.1. The respective covenants, representations and warranties of the parties
contained herein shall survive the closing of the purchase and sale of the
Purchased Securities herein provided for, and, notwithstanding such closing,
or any investigation made by or on behalf of any party, shall continue in full
force and effect for the benefit of the party to whom the covenant,
representation or warranty was made.
11. NOTICES
11.1. Any notice, direction or other instrument required or permitted to be
given to any party hereto shall be in writing and may be given by delivering
or sending by facsimile the same to the Vendors at:
Fardafin Holding S.A.
Via G.B. Pioda 9,
6900 Lugano Switzerland
Facsimile No.: 41 91 922 9527
and to the Purchaser at:
ICHOR Corporation
c/o Suite 1250, 400 Burrard Street
Vancouver, British Columbia
V6C 3A6
Attention: President
Facsimile No.: (604) 683 3205
11.2. Any such notice, direction or other instrument shall be deemed to have
been given or made on the date on which it was delivered or sent by facsimile
(or, if such day is not a business day, on the next following business day).
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12. GOVERNING LAW
12.1. This Agreement shall be constructed and enforced in accordance with,
and the respective rights and obligations of the parties shall be governed by,
the laws of the state of Delaware and the applicable federal laws of the
United States, and the parties hereto irrevocably attorn to the exclusive
jurisdiction of the courts of the United States.
13. CONFIDENTIALITY
13.1. This Agreement shall be kept confidential by the parties hereto and no
public announcement or press release concerning this Agreement shall be made
by either party without the consent of the other party, except as may be
required by law or applicable securities rules, regulations or policies.
14. SUCCESSORS AND ASSIGNS
14.1. No party may assign any of its rights or obligations hereunder to any
other person, firm or corporation without the prior written consent of the
other parties hereto, except that the Purchaser may assign this Agreement and
its rights hereunder in whole or in part to one or more corporations all of
the shares of which are beneficially owned by the Purchaser or any of its
affiliates.
14.2. This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective successors and permitted assigns.
15. FURTHER ASSURANCES
15.1. The parties will, from time to time, from the date of this Agreement,
at the request of the other party, execute and deliver all such other and
additional instruments and other documents essential to and do all such other
acts and things as may be reasonably necessary or convenient to more fully
carry out the intent and purposes of the terms of this Agreement.
16. EFFECTIVE DATE
16.1 Notwithstanding the date of execution hereof or the completion of the
transactions contemplated hereby, this Agreement shall, upon completion, be
effective as of December 31, 1997.
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17. ACCEPTANCE OF OFFER
17.1. This offer is open for acceptance by the Vendors in the manner
indicated below until, but not after, 5 o'clock in the afternoon (Swiss time)
on December 24, 1997, and if not accepted on or before such time on such date
shall be null and void. This offer may be accepted only by the Vendors
signing and returning the accompanying duplicate of this offer or a
counterpart hereof to the Purchaser or an officer of the Purchaser or by
sending by facsimile to the Purchaser, in the manner provided in section 11.1,
a copy of a signed counterpart hereof at or before the said time. Upon
acceptance of this offer by the Vendors as aforesaid, this offer shall become
an agreement of purchase and sale between the Vendors and the Purchaser in
accordance with its terms.
Yours very truly,
ICHOR CORPORATION
By: /s/ Roy Zanatta
------------------------
Name: Roy Zanatta
------------------------
Title: Secretary
------------------------
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----------
The foregoing offer is hereby accepted and agreed to by the undersigned on
this 23 day of December, 1997.
--
Fardafin Holding S.A. Fardainvest S.A.
By: /s/ Giovanni Gianola By: /s/ Vittorio Benatti
----------------------------- ------------------------------
Name: Dott. jur. Giovanni Gianola Name: Dott. Vittorio Benatti
----------------------------- ------------------------------
Title: Vice-Chairman Title: proxyholder
----------------------------- -----------------------------
Armando Donzelli Giovanni Beretta
By: /s/ Giovanni Gianola By: /s/ Giovanni Gianola
------------------------------ ------------------------------
Name: Dott. jur. Giovanni Gianola Name: Dott. jur. Giovanni Gianola
------------------------------ ------------------------------
Representative Representative
Capacity: proxyholder Capacity: proxyholder
-------------------------- --------------------------
<PAGE> 12
SCHEDULE "A"
Shareholders
------------
1. Fardafin Holding S.A.
Via G.B. Pioda 9
6900 Lugano Switzerland
2. Fardainvest S.A.
L - 2450 Luxembourg 15
Boulevard Roosevelt
3. Mr. Giovanni Beretta
c/o Fardafin Holding S.A.
Via G.B. Pioda 9
6900 Lugano Switzerland
Attention: Giovanni Gianola
4. Mr. Armando Donzelli
c/o Fardafin Holding S.A.
Via G.B. Pioda 9
6900 Lugano Switzerland
Attention: Giovanni Gianola
<PAGE> 13
SCHEDULE "B"
Capital of Gruppo San Rocco SpA as at December 23, 1997
-------------------------------------------------------
Number or Amount
Authorized Number of Owned by
Description Shares Shares Outstanding the Vendors
- ----------- ---------- ------------------ -----------------
Shares of Common Stock 93,000 93,000 All(1)
with a nominal value of
100,000 Lire per share
(1) 27,900 shares are held legally and beneficially by Fardafin Holding S.A.,
36,170 shares are held legally and beneficially by Fardainvest S.A.,
14,465 shares are held legally and beneficially by Giovanni Beretta and
14,465 shares are held legally and beneficially by Armando Donzelli.
<PAGE> 14
SCHEDULE "C"
Projected Capital of Ichor Corporation on Closing
-------------------------------------------------
<TABLE>
<CAPTION>
Shares Held By Drummond
Shares Held By Financial Corporation & Logan Shares Publicly
Description Vendors International Corp. Held
- ----------- -------------- ----------------------------- ---------------
<S> <C> <C> <C>
Common Shares 975,000 3,970,320 937,200
Preferred Shares 4,025 1,225 0
</TABLE>
<PAGE> 15
SCHEDULE "D"
Form of Resignation
-------------------
The undersigned, , hereby resigns from the office of director,
and officer if applicable, of Gruppo San Rocco SpA effective this
day of , 1998 and formally releases and renounces all claims
against Gruppo San Rocco SpA regarding any demand or request for compensation,
damages, indemnities, fees or arising from any other title or for any other
reason. The undersigned declares that he has been fully satisfied as of the
date of the execution hereof for any claim for whatever title or reason
against Gruppo San Rocco SpA.
-------------------------
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STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement ("Agreement"), dated as of the 23rd day
of December 1997, by and between ICHOR CORPORATION, a Delaware corporation
(the "Seller") and EVERGREEN HOLDING INC., a corporation (the
------------
"Purchaser").
W I T N E S S E T H :
WHEREAS, Seller is the owner of all of the issued and outstanding shares
of common stock, par value $0.01 per share (the "Shares"), of Ortek, Inc., a
Washington corporation (the "Company"); and
WHEREAS, the Company owns and operates an oil reprocessing plant, which is
located on real property owned by the Company in Chicago, Illinois (the
"Business"); and
WHEREAS, the Seller desires to sell and transfer to Purchaser, and the
Purchaser desires to purchase and acquire from the Seller, in exchange for the
consideration hereinafter specifically set forth, all of the Shares upon the
terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of, and subject to, the premises and
mutual agreements contained herein, the parties hereto, intending to be
legally bound hereby, agree as follows:
ARTICLE I
Sale and Purchase
-----------------
1.1 Purchase of Shares. On the terms and subject to the conditions of this
Agreement, Seller shall sell, transfer, assign, convey and deliver to the
Purchaser, and the Purchaser shall purchase, acquire and accept from the
Seller, all of Seller's right, title and interest in and to the Shares.
<PAGE> 2
1.2 Purchase Price; Adjustments.
(a) The purchase price for the Shares shall be One Million and 00/100
Dollars ($1,000,000.00) (the "Purchase Price"), which shall be payable by
Purchasers to Seller as follows:
(i) Initial Payment. The Purchasers shall pay to Seller Three Hundred
Twenty Thousand and 00/100 Dollars ($320,000.00) (the "Initial Payment"), in
immediately available funds on the later of the Closing Date or upon receipt
of documents releasing collateral for the debts set forth on Schedule 7.1
hereof; and
(ii) Final Payment. The Purchaser shall pay to Seller Six Hundred Eighty
Thousand and 00/100 Dollars ($680,000.00), without setoff, and with interest
at the rate of two and one half percent (2.5%) per annum on or before the one
year anniversary of the Closing Date ("Final Payment").
ARTICLE II
Closing
-------
Subject to the terms and conditions set forth herein, the closing of the
transactions contemplated by this Agreement shall take place on or before
December 23, 1997 (herein referred to as the "Closing" or the "Closing Date")
and shall be held at such time and place as may be agreed upon between
Purchaser and Seller and shall be effective as of 11:59 p.m. on December 23,
1997.
ARTICLE III
Representations and Warranties of Seller
----------------------------------------
The Seller hereby represents and warrants to the Purchaser as follows:
3.1 Organization, Authority. The Company is a corporation duly organized
and presently subsisting under the laws of the State of Washington and has, in
all material
2.
<PAGE> 3
respects, the corporate power and authority to own, lease and operate its
assets, properties and business and to carry on its business as now being
conducted.
3.2 Authority to Execute and Perform the Agreement; No Breach by Seller.
The Seller has received such approvals and taken such actions as are required
to enter into, execute and deliver this Agreement. This Agreement, when duly
executed and delivered, will be the valid and binding obligation of Seller
enforceable in accordance with its terms, except to the extent that
enforceability may be limited by applicable bankruptcy, insolvency or other
laws affecting the enforcement of creditors' rights generally or by general
principles of equity.
3.3 Outstanding Shares. The Company is authorized to issue ten thousand
(10,000) shares of common stock, par value $0.01 per share, of which ten
thousand (10,000) shares are issued and outstanding. No other class of
capital stock of the Company is authorized or outstanding. All of the issued
and outstanding shares are duly authorized and validly issued, fully paid and
nonassessable.
3.4 Options or Other Rights. There is no outstanding right,
subscription, warrant, call, unsatisfied preemptive right, option or other
agreement of any kind to purchase or otherwise to receive from either the
Seller or from the Company any interest in the Company, and there is no
outstanding security of any kind convertible into such interest in the
Company.
3.5 Constituent Documents. The Seller has heretofore delivered to
Purchaser true and complete copies of the Articles of Incorporation and By-
Laws of the Company as in effect on the date hereof and there are no
dissolution, liquidation or bankruptcy proceedings pending, contemplated by
or, to the knowledge of Seller, threatened against the Company.
3.6. Title to the Shares. The Seller owns beneficially and of record and
has full power and authority to convey to Purchaser all of the Shares.
3.
<PAGE> 4
3.7 Assets. The Company has, and shall have as of the Closing, good,
valid and marketable title to all of its assets and properties, except for
inventory sold or disposed of between the date hereof and the Closing in the
ordinary course of business.
3.8 Brokers or Finders. Seller is not obligated, directly or indirectly,
to any person for brokerage or finders' fees, agents' commissions or any
similar charges in connection with the Agreement or the transactions
contemplated hereby.
3.9 Balance Sheet. Schedule 3.10 attached hereto is a true and complete,
to the best of Seller's knowledge, with respect to trade payables and
borrowings by the Company, copy of the Company's balance sheet as of November
30, 1997. Seller will represent at closing that they have been no adverse
material change in the balance sheet since November 30, 1997. In the event
that there are undisclosed trade payables or Company borrowings as of November
30, 1997, then to the extent that such undisclosed trade payables or Company
borrowings exceed, in the aggregate, $35,000, the Purchaser may seek
indemnification from the Seller.
3.10 Environmental. The environmental studies of the Company's McCook
facility, including current monitoring, all of which have been and continue to
be submitted to the appropriate regulatory authorities, do not reveal the
presence of any detectable level of PCB's in the soil or ground water.
3.11 Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED HEREIN,
SELLER IS MAKING NO REPRESENTATION OR WARRANTY, IMPLIED OR OTHERWISE, WITH
RESPECT TO THE VALUE, UTILITY, MERCHANTABILITY OR ANY OTHER ASPECT OF THE
ASSETS OR LIABILITIES OF THE COMPANY, INCLUDING (ASSETS AND LIABILITIES
(ACTUAL OR CONTINGENT) OF THE COMPANY SET FORTH ON THE NOVEMBER 30, 1997
BALANCE SHEET, ARE TO THE
4.
<PAGE> 5
BEST OF SELLER'S KNOWLEDGE), BUT NOT LIMITED TO, ENVIRONMENTAL LIABILITIES
RELATING TO THE REAL PROPERTY. PURCHASER HAS ARRANGED FOR TITLE INSURANCE ON
THE REAL PROPERTY. SELLER MAKES NO REPRESENTATION AS TO SUCH PROPERTY.
ARTICLE IV
Representations and Warranties of the Purchaser
-----------------------------------------------
Purchaser hereby represents and warrants to the Seller as follows:
4.1 Authority to Execute and Perform the Agreement; No Breach by
Purchaser. The Purchaser has the power and authority, and has received such
approvals and taken such actions as are required, to enter into, execute and
deliver this Agreement. This Agreement, when duly executed and delivered,
will be the valid and binding obligation of the Purchaser enforceable in
accordance with its terms, except to the extent that enforceability may be
limited by applicable bankruptcy, insolvency or other laws affecting the
enforcement of creditors' rights generally or by general principles of equity.
Neither the execution nor delivery by the Purchaser hereof, the compliance by
the Purchaser with the terms and conditions hereof nor the consummation by the
Purchaser of the transactions contemplated hereby will (i) require any
consent, authorization or approval of any federal, state, county, local or
other governmental or regulatory body or (ii) conflict with, result in a
breach of, constitute an event of default under require any consent,
authorization or approval under, any mortgage, lien, lease, agreement or
instrument to which the Purchaser is a party or by which the Purchaser may be
bound.
4.2 Capability to Perform; Financial Matters. The Purchaser has the
business expertise and the financial ability to perform all of its obligations
pursuant to this Agreement.
5.
<PAGE> 6
4.3 Purchase for Investment. Purchaser is purchasing the Shares for
investment for Purchaser's own account, with no present intention of dividing
Purchaser's participation with others or reselling or otherwise distributing
the Shares. Purchaser acknowledges that the Shares have not been registered
under the Securities Act of 1933, as amended, or any applicable state
securities laws and understands that the transfer of the Shares by Purchaser
must be in accordance with the registration requirements of the Securities Act
of 1933, as amended, and of any applicable state security laws or in
accordance with applicable law regulating exemption from registration under
the Securities Act of 1933, as amended, and any applicable state securities
laws.
4.4 Disclaimer of Warranties. Except as otherwise expressly provided
herein, Purchaser acknowledges that Seller makes no warranty, express or
implied, to anyone, as to the Company or the Business or the assets or
properties owned by the Company. Purchaser affirms that, although Purchaser
may have asked for and received from Seller information and other assistance
regarding the Company and the Business, Purchaser has independently, and in
Purchaser's sole judgment, selected the Shares for purchase and has not relied
upon any statement or representation of Seller except as contained in this
Agreement in deciding to effect the purchase of the Shares. Notwithstanding
the foregoing, Purchaser has had the opportunity to perform "due diligence"
investigation on those items set forth on Schedule 4.4 hereto.
4.5 Brokers or Finders. The Purchaser is not obligated, directly or
indirectly, to any person for investment banking, brokerage or finders' fees,
agents' commissions or any similar charges in connection with the Agreement or
the transactions contemplated hereby.
6.
<PAGE> 7
ARTICLE V
Covenants of the Seller
-----------------------
The Seller covenants and agrees as follows:
5.1 No Actions to Make Representations Untrue. The Seller shall not
take, and shall cause the Company not to take, any action which would cause
any of the representations and warranties of the Seller set forth in the
Agreement to become untrue or any of the conditions to the Closing to be
unsatisfied.
5.2 Post-Closing Access to Information. If after the Closing, in order
properly to prepare documents or reports required to be filed with
governmental authorities or its financial statements, it is necessary that the
Purchaser be furnished additional information relating to the Company or the
Business, the Seller will use their reasonable efforts to promptly furnish
this information to the Purchaser, if available.
5.3 Consummation of the Transaction. The Seller shall use reasonable
commercial efforts to take, or cause to be taken, all actions and to do, or
cause to be done, all things necessary, proper or advisable, under applicable
law and regulation, to consummate and make effective the transactions
contemplated by the Agreement. The Seller will execute and deliver, or cause
to be executed and delivered, such assignments, consents or other instruments
as the Purchaser may reasonably request for the purpose of carrying out the
transactions contemplated by the Agreement.
7.
<PAGE> 8
ARTICLE VI
Covenants of the Purchaser
--------------------------
The Purchaser covenants and agrees as follows:
6.1 No Actions to Make Representations Untrue. The Purchaser shall not
take any action which would cause any of the representations and warranties of
the Purchaser set forth in the Agreement to become untrue or any of the
conditions to the Closing to be unsatisfied.
6.2 Post-Closing Access to Information. If after the Closing, in order
properly to prepare documents or reports required to be filed with
governmental authorities or its financial statements, it is necessary that the
Seller be furnished additional information relating to the Company or the
Business, the Purchaser will use reasonable efforts to promptly furnish this
information to the Seller, if available.
6.3 Consummation of the Transaction. The Purchaser shall use all efforts
to take, or cause to be taken, all actions and to do, or cause to be done, all
things necessary, proper or advisable, under applicable law and regulation, to
consummate and make effective the transactions contemplated by this Agreement.
The Purchaser will execute and deliver, or cause to be executed and delivered,
such instruments as the Seller may reasonably request for the purpose of
carrying out the transactions contemplated by the Agreement.
6.4 Security for Purchase Price. On the Closing Date Purchaser will
deliver to Seller, in a form acceptable to Seller, an unconditional,
irrevocable letter of credit (the "Letter of Credit") from a bank acceptable
to Seller in the amount of Six Hundred Eighty Thousand and 00/100 Dollars
($680,000.00), plus interest, that will serve as security for the Final
Payment.
6.5 Indemnification. From and after the Closing (as hereinafter
defined), the Purchaser agrees to defend, indemnify and hold harmless the
Seller from and against any and all
8.
<PAGE> 9
loss, cost, damage or expense (including attorneys' fees, costs and expenses)
arising out of (i) the failure of any representation and warranty of the
Purchaser to be true, (ii) the failure of the Purchaser to comply with any of
the covenants and agreements of the Purchaser contained herein, (iii) any
liabilities arising out of the operation of the Company or the Business from
and after the Closing, including but not limited to any environmental
liabilities, and (iv) any liability for brokerage fees, finders' fees, agents'
commissions or other similar forms of compensation in connection with the
Agreement or other transactions contemplated hereby which arise solely and
exclusively from the actions or omissions of the Purchaser.
ARTICLE VII
Items to be Delivered at Closing
--------------------------------
7.1 Items to be Delivered by the Seller. In addition to, and without
limiting any of the other provisions of the Agreement, the Seller agrees to
deliver the Share certificate to the Purchaser the later of the Closing or
upon receipt of the Initial Payment and the Letter of Credit. Also, Seller
shall deliver such documents as are reasonable and necessary to assure that
all Excluded Liabilities and the collateral security therefore, has been
forgiven or released. "Excluded Liabilities" shall mean those items set forth
on Schedule 7.1 attached hereto.
7.2 Items to be Delivered by the Purchaser. In addition to, and without
limiting any of the other provisions of the Agreement, the Purchaser agrees to
deliver the Initial Payment and the Letter of Credit, to Seller on the later
of the Closing or upon receipt of documents releasing the collateral for the
debts set forth on Schedule 7.1 hereof. Also, Purchaser shall deliver such
documents as are reasonable and necessary to assure that all Excluded Assets
and the collateral security therefore, has been forgiven or released.
"Excluded Assets" shall mean those items set forth on Schedule 7.2 attached
hereto.
9.
<PAGE> 10
7.3 Items to be Delivered by Seller and Purchaser. Seller and Purchaser
each agree to deliver such other instruments, certificates and documents as
the other party or its counsel may reasonably request to carry out the
transactions contemplated by this Agreement.
ARTICLE VIII
Miscellaneous
-------------
8.1 Termination. The Agreement may be terminated at any time prior to
the Closing:
(a) by the mutual written agreement of the Purchaser and the Seller;
(b) the Seller after December 23, 1997, if the Closing has not
occurred;
(c) by Purchaser if Seller have materially misrepresented or
breached any representation, warranty or covenant made by Purchaser in this
Agreement.
If this Agreement terminates as provided in this Section 8.1, it
shall become null and void and have no further force or effect.
8.2 Expenses. The Seller will pay all costs and expenses attributable to
the performance of and compliance with all agreements and conditions contained
in the Agreement to be performed or complied with by them. The Purchaser will
pay all costs and expenses attributable to the performance of and compliance
with all agreements and conditions contained in the Agreement to be performed
or complied with by the Purchaser.
8.3 Governing Law. The Agreement shall be governed by, and construed in
accordance with, the internal laws, and not the law of conflicts, of the
Commonwealth of Pennsylvania.
10.
<PAGE> 11
8.4 Entire Agreement; Modification, Waiver. The Agreement, including the
exhibits and schedules hereto, constitutes the entire agreement between the
Seller and the Purchaser pertaining to the subject matter hereof and
supersedes all prior agreements, understandings, negotiations and discussions,
whether oral or written, of the parties and there are no warranties,
representations or other agreements, express or implied, made to any party by
any other party in connection with the subject matter hereof except as may be
set forth herein or in documents delivered pursuant hereto. To the fullest
extent permitted by applicable law, unless otherwise expressly provided
herein, no supplement, modification, waiver or termination of the Agreement
shall be binding unless executed, in writing, by the parties to be bound
thereby. No waiver of any provision of the Agreement shall be deemed or shall
constitute a waiver of any other provision hereof (whether or not similar),
nor shall such waiver constitute a continuing waiver unless otherwise
expressly provided.
8.5 Notices. All notices, consents, requests, reports, demands or other
communications hereunder shall be in writing and may be delivered personally,
by registered or certified mail, by tested telex or telegram or by facsimile
transmission.
If to Seller:
ICHOR Corporation
Attention: John M. Musacchio, COO
300 Oxford Drive
Monroeville, Pennsylvania 15146
with a copy to:
James D. Chiafullo, Esquire
Thorp Reed & Armstrong
One Riverfront Center
Pittsburgh, Pennsylvania 15222
11.
<PAGE> 12
If to Purchaser:
Evergreen Holding Inc.
5000 Birch Street, Suite 500
Newport Beach, California 92660
Attn: Krishan C. Khurana, Vice President, Technology
with a copy to:
David Cartano, Esquire
Barton Klugman & Oetting
37th Floor, 333 South Grand Avenue
Los Angeles, California 90071-1599
or to such other address or such other person as the addressee party shall
have last designated by notice to the other party. Notices given by
registered or certified mail or by telegram shall be deemed to have been given
when deposited in the mail or with the telegraph company with postage or other
charges pre-paid. All other notices shall be deemed to have been given when
received.
8.6 Counterparts. The Agreement may be executed in as many counterparts
as may be deemed necessary and convenient, and by the different parties hereto
on separate counterparts, each of which, when so executed, shall be deemed an
original, but all such counterparts shall constitute but one and the same
instrument.
8.7 Headings. The article and section headings in the Agreement are for
convenience of reference only and shall not be deemed to alter or affect the
meaning or interpretation of any provision hereof.
8.8 Record Retention. The parties hereto agree to retain, for a period
of three (3) years from and after the Closing Date, and to make available to
each other and their respective agents, counsel, employees or representatives,
all the books, records and documents (including records with respect to
accounts receivable, accounts payable and the general ledger
12.
<PAGE> 13
maintained on magnetic tape or any other electronic medium) relating to the
Business which existed on the date preceding the Closing Date and which were
in its possession. During said three (3) year period and for the next
succeeding five (5) year period, the Seller and the Purchaser shall furnish
each other not less than thirty (30) days' prior written notice of the planned
destruction of any such records so that such party may assume, upon request,
ownership of such records which would otherwise have been destroyed.
8.9 Gender and Number. Any personal pronouns used in the Agreement shall
include the other gender, whether used in the masculine, feminine or neuter
gender, and the singular shall include the plural and vice versa, whenever and
as often as may be appropriate.
13.
<PAGE> 14
8.10 Severability. If any provision of the Agreement or the application
thereof shall be held to be invalid, illegal or unenforceable, the remainder
of the Agreement shall remain in full force and effect and each court making
any such determination is requested to amend such provision in order that it
may, in such amended version, be enforceable.
IN WITNESS WHEREOF, the parties have caused the Agreement to be duly
executed as of the date first above written.
ATTEST: ICHOR CORPORATION
/s/ Pricilla A. Kent /s/ John M. Musacchio
- -------------------- ---------------------
ATTEST: EVERGREEN HOLDING INC.
/s/ Amelia Cloonan /s/ C.R. Spillers, Vice President
- ------------------ ---------------------------------
and Chief Financial Officer
14.
<PAGE> 15
List Of Schedules
3.10 Balance Sheet - 11/30/97.
4.4 Due Diligence List.
7.1 Excluded Liabilities.
7.2 Excluded Assets.
<PAGE> 16
Schedule 3.10
<TABLE>
<CAPTION>
ORTEK Inc.
Financial Statements
November 30, 1997 Balance Balance
11/30/97 Dr Cr 10/30/97
----------------------------------------------
<S> <C> <C> <C> <C>
1001 Cash-Nat City Parent 0
1002 Cash-Nat City Checking (5,187) 127,145 143,617 11,285
1009 Jones Escrow 0
1012 Sirrom Escrow 0
1013 Kennedy & Lehan Escrow 0
1014 Cash-Bank of Lyons 874 1,000 1,522 1,396
1020 Petty Cash 0
1100 Investment in Yorkton Securiti 0
1101 Investment in CIBC 0
1120 Investment in GoeLogic Partne 0
1123 Investment in PDG of Delaware 0
1124 Investment in Geo Holding 0
1126 Investment in Ortek 0
1150 Due from McLaren Hart 0
1200 Accounts Receivable 355,443 271,569 91,780 175,654
1201 Pre-Petition A/R Ortek 113,874 113,874
1205 Accounts Receivable Finance 0
1210 Accounts Receivable Retention 0
1212 Accounts Receivable Disputed 0
1215 Reserve for Bad Debt (130,000) (130,000)
1217 Reserve for Bad Debt-Finance 0
1220 Due from Custom Bio 0 0 0
1235 Insurance Receivable 3,273 0 3,273
1258 I/C 501164 BC LTD 0
1259 Valuation Allowance 501164 0
1262 I/CO ICHOR Services (64,359) 0 35,000 (29,359)
1264 I/C Geologic Recovery System 0
1266 I/C ICHOR Corporation 76,979 0 76,979
1267 I/C PDG of Delaware 0
1268 I/C GEO Holding 0
1269 I/C Ortek 0
1270 Expense Advance 0
1300 Prepaid Insurance 29,620 5,923 35,543
1302 Prepaid Expense 6,829 6,829
1350 Raw Materials Inventory 8,910 0 72,679 81,589
1360 Finished Goods Inventory 138,545 0 13,765 152,310
----------------------------------------------
Total Current Assets 534,801 399,714 364,286 499,373
1605 Equipment 50,899 0 50,899
1606 Acc Dep Equipment (81,581) 10,116 (71,465)
1609 Land 760,000 760,000
1610 Buildings 3,110,978 3,110,978
1611 Acc Dep Buildings (6,664) 833 (5,831)
1616 Office & Computer Equip 1,023 1,023
1617 Acc Dep Office & Computer Eq (272) 27 (245)
1904 Deferred Financing Costs 0
1905 Acc Amortization Def Financin 0
----------------------------------------------
Total Fixed Assets 3,834,383 0 10,976 3,845,359
1303 Security Deposit 110,229 110,229
----------------------------------------------
Total Assets 4,479,413 399,714 375,262 4,454,961
==============================================
</TABLE>
Page 1
<PAGE> 17
<TABLE>
<CAPTION>
ORTEK Inc.
Financial Statements
November 30, 1997 Balance Balance
11/30/97 Dr Cr 10/30/97
----------------------------------------------
<S> <C> <C> <C> <C>
2100 Accounts Payable 611,061 26,297 201,672 435,686
2150 Due to Drummond Financial 500,000 350,000 150,000
2170 Acc Payable ISLIC 0
2185 Acc Payable McDonalds 0
2190 Third Party Liability 0
2208 Monroeville Local Tax Withheld 0
2301 Accrued Wages (341) (341)
2302 Accrued Liabilities 171,124 0 19,406 151,718
2303 Accrued Legal Fees 0 0 0
2310 Accrued Wage Attachments 0
2345 FUTA/Employees 0
2346 Accrued Workers Comp (9,065) 0 (9,065)
2348 Accrued Corp insurance 3,210 7,376 10,586
2400 Accrued Rent 0
2401 Accrued State Corporate Tax 0
2420 Accrued Loss on Sale of Dis O 0
2500 Current Portion L/T Debt 8,072 8,072
-----------------------------------------------
Total Current Liabilities 1,284,061 33,673 571,078 746,656
2370 Accrued Environmental Costs 1,015,942 1,015,942
2402 Accrued Federal Income Tax 148,091 148,091
2720 Equipment Loan 17,378 17,378
2722 Payable to ISLIC-L/T 0
2724 Long Term Debt-Logan 750,000 335,000 1,085,000
2730 Notes Payable-Logan 0
-----------------------------------------------
Total Long-Term Liabilities 1,931,411 335,000 0 2,266,411
2903 Common Stock 100 100
2908 Partnership Capital-Geo Holdin 0
2909 Partnership Capital-PDG of Del 0
2910 Paid in Capital 2,429,900 2,429,900
2920 Retained Earnings (2,893) (2,893)
Net Income (1,163,166) 449,934 271,981 (985,213)
2925 Treasury Stock 0
-----------------------------------------------
Total Equity 1,263,941 449,934 271,981 1,441,894
-----------------------------------------------
Total Liabilities & Equity 4,479,413 818,607 843,059 4,454,961
===============================================
</TABLE>
Page 1
<PAGE> 18
SCHEDULE 4.4
ORTEK, INC.
Documents and Schedules
- - Ortek, Inc. Financial Statement balance sheet and income statement trial
balance as at October 31, 1997.
- - Ortek, Inc. Financial Statement balance sheet and income statement trial
balance as at November 30, 1997.
- - ICHOR Services Inc. Financial Statements - Ortek for the Month ending
October 31,1997
- - Handwritten schedule of Ortek 10/31/97 Journal entries.
- - Handwritten schedule of Ortek 11/30/97 Journal entries.
- - Ortek Inc. Income Statements for the periods ending January 31, 1997,
February 28,1997, March 31,1997, April 30,1997, May 31,1997, June 30,1997,
July 30,1997 and August 31,1997.
- - Check register covering the period of July 1, 1997 through December 1, 1997
and check numbers 1188 through 1626.
- - National City Bank of Pennsylvania bank statement for the month ending
October 31, 1997 and attached list of outstanding checks.
- - Bank of Lyons bank statement for the month ending October 31, 1997,
attached list of outstanding checks and check register covering the period
from October 6 through October 31, 1997 and checks 1094 through 1115.
- - List of Ortek, Inc. October 1997 cash receipts.
- - List of Ortek, Inc. Unpaid Accounts Receivable at 10/31/97.
- - List of Ortek, Inc. Unpaid Accounts Receivable at 11/30/97.
- - List of Ortek, Inc. Unpaid Accounts Receivable at 12/1/97.
- - Report labeled "ICHOR Corporation Receivables Aging by Job dated 6/12/97
(indicated as representing pre-petition accounts receivable of Enviropur)
- - Schedule of Production Re-Cap 10/27/97 to 11/2/97 showing the calculation
of the inventory values appearing on the financial statement trial balance
at 10/31/97.
- - Schedule of Production Re-Cap 11/24/97 to 11/30/97 showing the calculation
of the inventory values appearing on the financial statement trial balance
at 11/30/97.
- - Schedule of Distillate Shipments and Pricing covering the weekly periods
from May 9 through October 3, 1997.
- - Schedule of Ortek Sales of Distillate by customer from April 18, 1997
through November 11,1997.
- - Schedule of Ortek Sales of Distillate by customer from April 18, 1997
through December 2,1997.
- - List of Ortek, Inc. deposits showing amounts and who deposit is with.
<PAGE> 19
- - Schedule showing IRS lien and calculation of related interest for periods
December to May 1997 and May to November 1997.
- - List of Ortek accounts payable as of October 31, 1997 and reconciliation of
amounts to balance on the October 31, 1997 financial statement trial
balance.
- - List of Ortek accounts payable as of November 30, 1997 and reconciliation
of amounts to balance on the November 30, 1997 financial statement trial
balance.
- - List of Ortek accounts payable as of December 2,1997.
- - Ortek Schedule showing items comprising Other Liabilities, Accrued
Insurance and Prepaid Insurance accounts shown on the October 31, 1997
financial statement trial balance.
- - Schedule of weekly payroll for November 1997.
- - Schedule of weekly payroll for October 1997.
- - Schedule of current and long term lease obligation debt.
- - Schedules of daily waste oil purchases for May 1997, June 1997, July 1997,
August 1997 and September 1997.
- - Copy of Ortek, Inc. ADP payroll journal for the periods ending November
9,1997, November 16,1997, November 23, 1997, November 30,1997, December
15,1997.
- - Consolidated U.S. Corporation Income Tax Return of ICHOR Corporation and
Subsidiaries for the period February 1,1996 through December 31, 1996.
- - Combined unitary Illinois Income and Replacement Tax Return of ICHOR
Corporation and Subsidiaries for the period February 1, 1996 through
December 31,1996.
- - Copy of Purchase Order between TexPar Energy, Inc. (Buyer) and Ortek, Inc.
(Vendor) dated May 1, 1997.
- - Copy of Purchase Agreement between Refuel, Inc. and Ortek, Inc. numbered
156668 dated March 25, 1997.
- - Schedule of Ortek Inc. purchase accounting journal entry relating to issue
of 5000 shares of Ortek to 501164 BC.
- - Schedule labeled Ortek, Inc. McCook Facility assignment of cost to assets
acquired.
- - Schedule labeled Ortek, Inc. assigned cost to assets acquired adjustment
subsequent to 12/31/96.
- - Chart labeled "Ortek weekly revenue composition".
- - Copy of State of Washington Certificate of Incorporation of BC Ventures
Limited dated December 4, 1996.
- - Copy of State of Washington Certificate of Amendment to BC Ventures Limited
changing name to Ortek, Inc. dated December 18, 1996.
- - Copy of Ortek, Inc. Bylaws originally adopted December 13,1996.
- - Copy of Directors' Resolutions dated January 1997.
- - Copy of Directors' Resolutions of Ortek, Inc. dated February 5, 1997.
- - Copy of John Musacchio memo of Ortek Remediation dated February 19,1997 and
additional related comments dated December 9, 1997.
- - Ortek, Inc. Employee Handbook.
- - Enviropur/Beatrice Settlement Trust Fund Agreement.
<PAGE> 20
- - Enviropur Waste Refining and Technology, Inc., debtor, Chapter 11
Bankruptcy Interim Order (1) Authorizing use of cash collateral, (2)
Authorizing debtor-in-possession to incur post-petition indebtedness and
(3) Granting security interests and priority pursuant to 11 U.S.C. Section
364.
- - Enviropur Waste Refining and Technology, Inc., debtor, Chapter 11
Bankruptcy Interim Order granting application for authority to sell
property outside of ordinary course of business pursuant to section 363, to
assume and assign leases pursuant to section 365, to approve notice
thereof, and to set final hearing.
- - Enviropur Waste Refining and Technology, Inc., debtor, Chapter 11
Bankruptcy Final Order granting application for authority to sell property
outside of ordinary course of business pursuant to section 363 and to
assume and assign leases pursuant to section 365.
- - Enviropur Waste Refining and Technology, Inc., debtor, Chapter 11
Bankruptcy Order Approving sale of assets pursuant to section 363 of
Bankruptcy Code.
- - Enviropur Waste Refining and Technology, Inc., debtor, Chapter 11
Bankruptcy Stipulation Resolving the objection of Internal Revenue Service
to entry of final sales order.
- - Enviropur Waste Refining and Technology, Inc. (Seller) Quitclaim Bill of
Sale.
- - H.J. Mohr & Sons Company release of mechanics lien dated January 29,1997.
- - Loan agreement dated January 15, 1997 between Ortek, Inc. and Volendam
Investments Limited(unsigned).
- - Loan agreement dated January 15, 1997 between ICHOR Corporation and ICHOR
Services, Inc., and Drummond Financial Corporation ( unsigned).
- - Amendment to Loan Agreement dated January 15, 1997 between ICHOR
Corporation and ICHOR Services, Inc., and Drummond Financial Corporation
dated June 30, 1997 ( signed).
- - Merrimac Leasing Corporation lease agreement for Catepillar fork lift.
- - Merrimac Leasing Corporation lease agreement for Hewlett Packard gas
chromatograph.
- - Orix Credit Alliance, Inc. lease agreement for telephone equipment.
- - List of Ortek Office Furniture.
- - List of Ortek Computer-Office Equip Inventory.
- - Envirpur waste Refining and Technology, Inc. agreement with Oil, Chemical &
Atomic Workers International Union on Behalf of Local No. 7 - 507 covering
period August 1, 1995 to July 31, 1998.
- - MB Valuation Services, Inc. Appraisal - Liquidation Value - In Place, dated
November 22,1997.
- - E. Salazar Company "Fixed Plant in Place" value of Motor Oils Refining
Company, McCook, Illinois report dated April 1, 1992.
- - E. Salazar Company Fair Market Appraisal and a Replacement Cost Estimate of
machinery and equipment located at Motor Oils Refining Company, McCook,
Illinois and estimate of Fixed Capital Replacement Cost report dated March
6,1992.
- - Correction dated December 1, 1992 of the above reports April 1, 1992 and
March 6, 1992.
<PAGE> 21
- - Houlihan Valuation Advisors Real Estate Appraisal dated December 14, 1992.
- - Binder containing copies of Ortek, Inc. Articles of Incorporation,
Organization meeting and Bylaws, Minutes - Directors, Annual Report to
secretary of State received from Sangra, Moller Barristers & Solicitors
transmitted on December 5, 1997.
- - Enviropur letter to Duke's Oil Service dated November 2, 1995
- - Enviropur letter to USEPA regarding Duke's Oil Service letter dated
November 2, 1995
- - Enviropur letter to Duke's Oil Service dated February 15, 1996
- - Enviropur letter to USEPA regarding Duke's Oil Service dated September 11,
1996
- - Rudnick and Wolfe letter to Duke's Oil Service dated January 30, 1997
- - Ortek files at Ortek facility through December 5, 1997
<PAGE> 22
Schedule 7.1
---
Excluded Liabilities
Reference Number
for 11/30/97
Balance Sheet Description Amount
- ------------- ----------- ------
2150 Debt Due to Drummond Financial $500,000
2724 Long Term Debt - Logan $750,000
<PAGE> 23
Schedule 7.2
---
Excluded Assets
Reference Number
for 11/30/97
Balance Sheet Description Amount
- ------------- ----------- ------
1262 Intercompany debt to ICHOR Services ($64,359)
1266 Intercompany debt to ICHOR Corporation $76,978
