THIS DOCUMENT IS A COPY OF THE SCHEDULE 13D FILED ON JANUARY 24, 1997
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
K&S Ventures, Inc.
(Name of Issuer)
Common Stock, no par value per share
(Title of Class of Securities)
Not applicable
(CUSIP Number)
Rhonda R. Vincent
8908 South Yale Avenue, Suite 409
Tulsa, Oklahoma 74137
918-481-0167
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 14, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
Check the following box if a fee is being paid with this statement [ ].
(A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of less than
five percent of such class. See Rule 13d-7.)
(Continued on following pages)
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1. NAMES OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS
Lone Wolf Exploration, Inc.
I.R.S. Tax No. 73-14689832
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) _____________________________________ [ ]
(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
Oklahoma
7. SOLE VOTING POWER
90,000
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY None
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH 90,000
10. SHARED DISPOSITIVE POWER
None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
90,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
90.0%
14. TYPE OF REPORTING PERSON*
CO
(*) See Instructions
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Item 1. Security and Issuer
The title of the class of equity securities is Common Stock, and the
name of the Issuer and the address of the Issuer's principal executive
offices are as follows:
K&S Ventures, Inc.
19921 East Kent Drive
Aurora, Colorado 80013
Item 2. Identity and Background
This Schedule 13D/A is being filed by Lone Wolf Exploration, Inc.
(the "Reporting Person"), pursuant to Rule 13d-(1)(a) promulgated by the
Securities and Exchange Commission pursuant to Section 13 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), by virtue of its
direct beneficial ownership of 90,000 shares of common stock, no par value
per share ("Common Stock"), of K&S Ventures, Inc., a Colorado corporation
(the "Company"). The principal business of the Reporting Person is the
acquisition and development of oil and gas interests, and the state of its
incorporation is Oklahoma. The address of the Reporting Person's principal
business and its principal office are as follows:
8908 South Yale Avenue, Suite 409
Tulsa, Oklahoma 74137
During the last five years, the Reporting Person (i) has not been
convicted in any criminal proceeding; and (ii) was not a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction.
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The following sets forth certain information required by
Item 2(a)-(f) of Schedule 13D relating to each of the executive officers and
directors of the Reporting Person.
(a) Name: Gifford M. Mabie
(b) Business Address: 8908 South Yale Avenue, Suite 409,
Tulsa, Oklahoma 74137.
(c) Principal Occupation: President and Chairman of the Board of
Lone Wolf Exploration, Inc.
(d) Criminal Proceedings: During the last five years, Mr. Mabie has
not been convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Civil Proceedings: During the last five years, Mr. Mabie was not
a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction.
(f) Citizenship: United States
(a) Name: Rhonda R. Vincent
(b) Business Address: 8908 South Yale Avenue, Suite 409,
Tulsa, Oklahoma 74137.
(c) Principal Occupation: Vice President and Secretary of Lone Wolf
Exploration, Inc.
(d) Criminal Proceedings: During the last five years, Ms. Vincent
has not been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) Civil Proceedings: During the last five years, Ms. Vincent was
not a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction.
(f) Citizenship: United States
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Person funded the acquisition of 90,000 shares of
Company Common Stock through the payment of $100,000, all of which
constituted working capital of the Reporting Person.
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Item 4. Purpose of Transaction
Effective as of January 14, 1997, the Reporting Person acquired 90,000
shares of Common Stock of the Company, constituting ninety percent (90%) of
the issued and outstanding shares of Common Stock of the Company (the
"Acquisition"), pursuant to the terms and provisions of that certain
Subscription Agreement by and among the shareholders of the Company, the
Company and the Reporting Person ("Agreement"). In connection with the
Acquisition, the Reporting Person paid to the Company an aggregate cash
amount equal to One Hundred Thousand and No/100 Dollars ($100,000.00) in
exchange for the issuance to the Reporting Person of 90,000 shares of Common
Stock. In addition, in accordance with the terms of the Agreement, the
Reporting Person will merge with and into the Company on or before
June 30, 1997, subject to applicable legal requirements and the terms and
provisions of the Agreement.
Prior to the closing of the Acquisition, the Company had no assets and
liabilities, and the primary purpose in effecting the Acquisition was to
permit the Reporting Person to become a publicly held company, subject to
the applicable reporting requirements of the Exchange Act. Neither the
Company nor the Reporting Person engaged investment bankers or other
professionals to render a fairness opinion, and the terms of the
transactions were negotiated on an arm's length basis between the officers
and directors of the Reporting Person and the prior majority shareholders and
officers of the Company. Prior to the Acquisition, none of the officers,
directors or shareholders of the Reporting Person were affiliated with the
officers, directors or shareholders of the Company.
In connection with the Acquisition, the Company's shareholders accepted
and ratified the resignations of Mark A. Poole, Gail E. Pesek, and Fred A.
Poole as officers and directors of the Company, and such shareholders
appointed and elected Gifford M. Mabie and Rhonda R. Vincent as new
directors to the Company's Board of Directors.
Item 5. Interest in Securities of the Issuer
(a) The Reporting Person owns 90,000 shares of Common Stock of the
Company, constituting ninety percent (90%) of the issued and outstanding
shares of the Common Stock of the Company.
(b) The Reporting Person has the sole power to vote and the sole
power to dispose of 90,000 shares of Common Stock of the Company,
constituting ninety percent (90%) of the issued and outstanding shares of
Common Stock of the Company.
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(c) None
(d) None
(e) None
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Not applicable
Item 7. Material to be Filed as Exhibits
2.1 Subscription Agreement
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
LONE WOLF EXPLORATION, INC.
Dated: January 23, 1997 /s/ Rhonda R. Vincent
--------------------------------
Rhonda R. Vincent, Vice President
Page 7 of 26
EXHIBIT 2.1
SUBSCRIPTION AGREEMENT
BETWEEN
K & S VENTURES, INC.
AND
LONE WOLF EXPLORATION, INC.
December ___, 1996
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TABLE OF CONTENTS
1. Definitions.....................................................4
2 Subscriptions...................................................5
3. Closing.........................................................6
(b) The Closing
(c) Actions at the Closing
4. Merger..........................................................6
5. Representations and Warranties of the Corporation............7-12
(a) Organization, Qualification, and Corporate Power
(b) Capitalization
(c) Authorization of Transaction
(d) Noncontravention
(e) Filings with the SEC
(f) Financial Statements
(g) Events Subsequent to Most Recent Fiscal Quarter End
(h) Undisclosed Liabilities
(i) Brokers' Fees
(j) Legal Proceedings and Claims
(k) No Other Liabilities
(l) ERISA
(m) Employment Matters
(n) Disclosure of Contracts
(o) Guaranties, Etc
(p) Certain Transactions
(q) Receipt of Consideration
(r) Shareholder Consent
6. Representations and Warranties of the Buyer.................12-14
(a) Organization
(b) Capitalization
(c) Authorization of Transaction
(d) Noncontravention
(e) Brokers' Fees
7. Termination....................................................14
(a) Termination of Agreement
(b) Effect of Termination
8. Miscellaneous...............................................14-15
(a) Entire Agreement
(b) Succession and Assignment
(c) Counterparts
(d) Headings
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8. Miscellaneous(continued)
(e) Amendments and Waivers
(f) Severability
(g) Expenses
(h) Construction
(i) Incorporation of Exhibits and Schedules
Schedule 5(j)
Schedule 5(m)
Schedule 5(n)
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SUBSCRIPTION AGREEMENT
This Subscription Agreement (the "Agreement") is entered into as
of December _____, 1996 by and between K & S VENTURES, INC., a Colorado
corporation (the "Corporation"), and LONE WOLF EXPLORATION, INC., an
Oklahoma corporation (the "Buyer"). The Buyer and the Corporation are
referred to collectively herein as the "Parties".
By Unanimous Written Consent of Shareholders in Lieu of Special
Meeting of the Corporation, the shareholders of the Corporation adopted a
Resolution directing the Corporation to enter into the transactions
contemplated in this Agreement. The Corporation will receive a payment of
$100,000 from the Buyer in exchange for ninety thousand (90,000) shares of
the common stock, no par value, of the Corporation ("Common Stock") and
the approval of the contemplated merger by the Board of Directors of the
Corporation and the shareholders of the Corporation ("Corporation
Shareholders").
Now, therefore, in consideration of the premises and the mutual
promises herein made, and in consideration of the representations,
warranties, and covenants herein contained, the Parties agree as follows.
1. Definitions.
"Buyer" has the meaning set forth in the preface above.
"Buyer's Shares" has the meaning set forth in paragraph 6(b) below.
"Closing" has the meaning set forth in paragraph 3(a) below.
"Closing Date" has the meaning set forth in paragraph 3(a) below.
"Common Stock" has the meaning set forth in the preface above.
"Colorado Business Corporation Act" means the general corporate
law of the State of Colorado, as amended.
"Corporation" has the meaning set forth in the preface above.
"Corporation Shareholders" has the meaning set forth in the
preface above.
"Disclosure Schedule" has the meaning set forth in paragraph 5 below.
"GAAP" means United States generally accepted accounting principles as
in effect from time to time.
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"IRS" means the Internal Revenue Service.
"Knowledge" means actual knowledge after reasonable investigation.
"Merger" has the meaning set forth in paragraph 4 below.
"Most Recent Fiscal Quarter End" has the meaning set forth in
paragraph 5(f) below.
"Oklahoma General Corporation Act" means the general corporate
law of the State of Oklahoma, as amended.
"Party" has the meaning set forth in the preface above.
"Person" means an individual, a partnership, a corporation, an
association, a joint stock company, a trust, a joint venture, an
unincorporated organization, or a governmental entity (or any
department, agency, or political subdivision thereof).
"Public Report" has the meaning set forth in paragraph 5(e) below.
"SEC" means the Securities and Exchange Commission.
"Securities Act" means the Securities Act of 1933, as amended.
"Securities Exchange Act" means the Securities Exchange Act of 1934,
as amended.
"Security Interest" means any mortgage, pledge, lien, encumbrance,
charge, or other security interest, other than (a) mechanic's,
materialmen's,and similar liens, (b) liens for taxes not yet due and
payable or for taxes that the taxpayer is contesting in good faith
through appropriate proceedings, (c)purchase money liens and liens
securing rental payments under capital lease arrangements, and (d) other
liens arising in the Ordinary Course of Business and not incurred in
connection with the borrowing of money.
"Subscribed Shares" has the meaning set forth in paragraph 2(a) below.
2. Subscription.
(a) The Buyer hereby subscribes for 90,000 shares of Common
Stock (the "Subscribed Shares") in exchange for the payment to the
Corporation by the Buyer of the sum of One Hundred Thousand and No/100
Dollars ($100,000) in cash.
(b) On the Closing Date (as defined in Section 3 below), the
Buyer shall deliver to the Corporation Ninety Two Thousand and No/100
Dollars ($92,000) in immediately available funds, which sum, along with
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the Eight Thousand and No/100 Dollars ($8,000) payment made to the
Corporation prior to the date of execution hereof will constitute all
of the consideration to be paid by the Buyer hereunder.
(c) The foregoing subscription for 90,000 shares of Common Stock is
hereby accepted on behalf of the Corporation.
3. Closing.
(a) The Closing. The closing of the transactions contemplated by this
Agreement (the "Closing") shall take place at the offices of Adams and
Reese, L.L.P. in Houston, Texas, commencing at 9:00 a.m. local time on
the second business day following the satisfaction or waiver of all
conditions to the obligations of the Parties to consummate the
transactions contemplated hereby (other than conditions with respect
to actions the respective Parties will take at the Closing itself) or
such other date as the Parties may mutually determine (the "Closing
Date"), but no later than December 31, 1996, after which date this
agreement will automatically expire and be of no further
force and effect, unless extended by agreement of the parties.
(b) Actions at the Closing. At the Closing, (i) the Buyer will pay
$92,000 in immediately available funds to or upon the written
disbursement instructions of the Corporation, which sum, along with
the $8,000 payment made to the Corporation prior to the date of
execution hereof will constitute all of the $100,000 cash portion of
the consideration to be paid hereunder and (ii) the Corporation will
furnish to the Buyer a stock certificate (issued in the name of the
Buyer or its nominee) representing the Subscribed Shares.
4. Merger.
(a) As soon as practicable after the Closing but no later than
June 30, 1997, and subject to applicable legal requirements, the Buyer
will merge with and into the Corporation (the "Merger") upon final
terms and conditions to be determined by the Board of Directors of
K&S. The Corporation shall be the surviving entity following the
Merger ("Newco"). The Corporation and Corporation Shareholders shall
enter into unanimous consents approving the Merger in return for 10% of
the equity ownership of Newco.
(b) The Buyer agrees not to dilute the ownership interest of the
Corporation Shareholders in the Corporation prior to the Merger.
Additionally, the Buyer agrees not to dilute the ownership interest
of the Corporation Shareholders in Newco for one (1) year following
the Merger, except to the extent the ownership interest of all Newco
shareholders, is diluted.
5. Representations and Warranties of the Corporation. The Corporation
represents and warrants to the Buyer that the statements contained
in this paragraph 5 are correct and complete as of the date of this
Agreement and will be correct and complete as of the Closing Date (as
though made then and as though the Closing Date were substituted for the
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date of this Agreement throughout this paragraph 5), except as set
forth in the disclosure schedule accompanying this Agreement and
initialed by the Parties (the "Disclosure Schedule"). The Disclosure
Schedule will be arranged in paragraphs corresponding to the lettered
and numbered paragraphs contained in this paragraph 5.
(a) Organization, Qualification, and Corporate Power. The Corporation
is a corporation duly organized, validly existing, and in good
standing under the laws of the jurisdiction of its incorporation.
The Corporation is duly authorized to conduct business and is in good
standing under the laws of each jurisdiction where such qualification
is required. The Corporation has full corporate power and authority
to carry on the businesses in which it is engaged and to own and use
the properties owned and used by it.
(b) Capitalization. The entire authorized capital stock of the
Corporation consists of 100,000,000 shares of Common Stock, of which
10,000 shares of Common Stock are issued and outstanding and no shares
of Common Stock are held in treasury, and 20,000,000 shares of
preferred stock ("Preferred Stock"), none of which are issued or
outstanding. All of the issued and outstanding shares of Common Stock
have been duly authorized and are validly issued, fully paid, and
nonassessable. There are no outstanding or authorized options,
warrants, purchase rights, subscription rights, conversion rights,
exchange rights, or other contracts or commitments that could
require the Corporation to issue, sell, or otherwise cause to become
outstanding any of its capital stock. There are no outstanding or
authorized stock appreciation, phantom stock, profit participation, or
similar rights with respect to the Corporation. All of the shares of
Common Stock to be issued hereunder have been duly authorized and,
upon the Closing Date, will be validly issued, fully paid and
nonassessable.
(c) Authorization of Transaction. The Corporation has full power and
authority (including full corporate power and authority) to execute
and deliver this Agreement and to perform its obligations hereunder.
This Agreement constitutes the valid and legally binding obligation of
the Corporation, enforceable in accordance with its terms and
conditions.
(d) Noncontravention. Neither the execution and the delivery of this
Agreement, nor the consummation of the transactions contemplated
hereby, will (i) violate any constitution, statute, regulation,
rule, injunction, judgment, order, decree, ruling, charge, or other
restriction of any government, governmental agency, or court to
which the Corporation is subject or any provision of the charter or
bylaws of the Corporation or (ii) conflict with, result in a breach of,
constitute a default under, result in the acceleration of, create in
any party the right to accelerate, terminate, modify, or cancel, or
require any notice under any agreement, contract, lease, license,
instrument or other arrangement to which the Corporation is a party
or by which it is bound or to which any of its assets is subject
(or result in the imposition of any Security Interest upon any of its
assets). Other than in connection with the Colorado Business
Corporation Act, the Securities Exchange Act, the Securities Act,
and the state securities laws, the Corporation does not need to
give any notice to, make any filing with, or obtain any
authorization, consent, or approval of any government or
governmental agency in order for the Parties to consummate the
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transactions contemplated by this Agreement, except where the
failure to give notice, to file, or to obtain any authorization,
consent, or approval would not have a material adverse effect on the
Corporation and its subsidiaries taken as a whole or on the ability of
the Parties to consummate the transactions contemplated by this
Agreement.
(e) Filings with the SEC. The Corporation has made all filings with the
SEC that it has been required to make under the Securities Act and
the Securities Exchange Act (collectively the "Public Reports").
Each of the Public Reports has complied with the Securities Act and
the Securities Exchange Act in all material respects. None of the
Public Reports, as of their respective dates, contained any untrue
statement of a material fact or omitted to state a material fact
necessary in order to make the statements made therein, in light of
the circumstances under which they were made, not misleading.
The Corporation has delivered to the Buyer a correct and complete
copy of each Public Report (together with all exhibits and schedules
thereto and as amended to date).
(f) Financial Statements. The Corporation has filed Quarterly Reports
on Form 10-Q for the fiscal quarters ended September 30, 1996 (the
"Most Recent Fiscal Quarter End"), June 30, 1996, March 31, 1996,
September 30, 1995, June 30, 1995 and March 31, 1995 and an Annual
Report on Form 10-K for the fiscal years ended December 31, 1995
and December 31, 1994. The financial statements included in or
incorporated by reference into these Public Reports (including the
related notes and schedules) have been prepared in accordance with
GAAP applied on a consistent basis throughout the periods covered
thereby, and present fairly the financial condition of the
Corporation as of the indicated dates and the results of operations
of the Corporation for the indicated periods.
(g) Events Subsequent to Most Recent Fiscal Quarter End. Since the Most
Recent Fiscal Quarter End, there has not been any material adverse
change in the business, financial condition, operations, results of
operations, or future prospects.
(h) Undisclosed Liabilities. The Corporation has no liability (whether
known or unknown, whether asserted or unasserted, whether absolute
or contingent, whether accrued or unaccrued, whether liquidated or
unliquidated, and whether due or to become due), including any
liability for taxes, except for (i) liabilities set forth on the face
of the balance sheet dated as of the Most Recent Fiscal Quarter End
(rather than in any notes thereto) and (ii) liabilities which have
arisen after the Most Recent Fiscal Quarter End in the Ordinary Course
of Business (none of which results from, arises out of, relates to,
is in the nature of, or was caused by any breach of contract, breach
of warranty, tort, infringement, or violation of law).
(i) Brokers' Fees. The Corporation has no liability or obligation to
pay any fees or commissions to any broker, finder, or agent with
respect to the transactions contemplated by this Agreement.
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(j) Legal Proceedings and Claims. Except as set forth on Schedule 5(j),
there are, and on the Closing Date will be, no actions, litigation,
suits or proceedings ("Suits") against the Corporation or any of
Corporation Shareholders, pending or threatened, in any court or
before any regulatory commission, board or governmental or
administrative agency. The Corporation, after due inquiry, knows
of no facts or circumstances which would provide a basis for any
such action, suit or proceeding. The Corporation is not in
violation of, or delinquent with respect to, any law or regulation
of or agreement with , or any license or permit from, any
governmental entity, agency, body, board or authority, including,
without limitation, laws and regulations relating to occupational
health and safety, equal employment opportunities, fair employment
practices, sex, race, religious, disability and age discrimination
and the environment, including, without limitation, laws and
regulations relating to solid waste and hazardous waste treatment,
storage, disposal, generation and transportation, air and water
pollution, drinking water or ground water contamination, the
handling, storage or release into the environment of hazardous
materials, the manufacture and handling of toxic substances, the
use and the protection of the environment generally; nor has the
Corporation received any notice of any violation of a type referred
to in any portion of this subsection.
(k) No Other Liabilities. The Corporation affirmatively and expressly
represents and warrants that, except as specifically and expressly
disclosed in a periodic filing with the SEC, the Financial Statements
or otherwise specifically and expressly disclosed in any other
Exhibit or Schedule to this Agreement, the Corporation has and at
the Closing Date shall have, no:
(i) Liabilities for legal, accounting and audit fees and other
expenses incurred by the Corporation in connection with the
preparation of this Agreement;
(ii) Liabilities for taxes (federal, state, local and foreign) on or
measured by the Corporation's income; any liabilities for
federal or state income and employee FICA taxes; any liabilities
for federal or state employee FICA or unemployment taxes; any
liabilities for franchise taxes of the Corporation; and any
sales, use, excise, stamp, transfer, real estate, personal
property and/or other tax liabilities of the Corporation;
(iii) Liabilities or indebtedness of the Corporation to banks or other
financial institutions or persons or entities with respect to
borrowed money;
(iv) Liabilities for any insurance premium or retrospective or
similar insurance premium adjustments;
(v) Liabilities for unpaid salaries, wages, sick pay, severance pay,
bonuses, holiday and vacation pay, and like payroll items with
respect to any employee of the Corporation;
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(vi) Product warranty liabilities of the Corporation (including claims
for consequential damages and damage to person or property) with
respect to products sold, leased or rented, and services
performed at any time;
(vii) Liabilities of the Corporation for injury to or death of persons
or damage to or destruction of property (including, without
limitation, any workers' compensation claim) whether such
claim or liability is asserted before or after the Closing
Date, which arises out of or relates to the sale, lease,
rental or other transfer of any product or the performance of
any services by the Corporation or its agents or employees
prior to the Closing Date, including, without limitation, any
claim for consequential damages in connection with any of the
foregoing;
(viii) Liabilities for medical, dental, or long-term or short-term
disability benefits, whether payable before or after the
Closing Date, whether insured, self-insured or uninsured, and
whether such claim or liability relates to disabilities or
conditions existing before the Closing Date, and any other
liability for the foregoing, regardless of when accrued and
regardless of when any condition existed, which in any manner
arises out of, by virtue of or in connection with any actual or
asserted employment relationship at any time with the
Corporation;
(ix) Liabilities (whether asserted before or after the Closing Date)
for any breach of a representation, warranty, agreement or
covenant, or for any claim for indemnification, contained in
any agreement, contract or other document referred to in Section
5(n), to the extent that such breach or claim arose out of or by
virtue of the performance of non-performance thereunder or any
condition existing prior to the Closing Date;
(x) Liabilities arising out of or in connection with any employee
health, welfare and pension benefit plans of the Corporation
before or after the Closing Date; and
(xi) Liabilities arising out of or in connection with any third party
reimbursement programs, including settlements, credit balances
payable, or any other claims for reimbursement or recoupment of
funds paid or advanced.
(l) ERISA. The Corporation maintains no deferred compensation, health,
welfare, pension, retirement, group insurance, profit sharing, bonus,
severance and any other director, officer and/or employee benefit plan.
(m) Employment Matters. The Corporation has no employees other than
those listed on Schedule 5(m). The Corporation is not a party to any
employment contracts. The Corporation has complied with all laws,
rules and regulations relating to the employment of labor, including
any provisions thereof relating to, wages, hours, collective
bargaining and the payment of social security and similar taxes and
benefits for employees and former employees, and the Corporation is
not liable to any person or entity (including any governmental
entity) for any arrears of wages, payments, taxes, fines or
penalties for failure to comply with any of the foregoing or for any
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liability, loss, claim, fine, penalty or damage in connection with
any employment relationship.
(n) Disclosure of Contracts. Schedule 5(n) is a true and complete list
of all contracts, documents, or other writings reflecting any
arrangement (a "Contract"), to which the Corporation is a party. The
Corporation has delivered to the Buyer a correct and complete copy of
each Contract (together with all exhibits and schedules thereto and as
amended to date). Each such Contract is, and on the Closing Date will
be, valid, in full force and effect and binding upon the parties
thereto. No material default by any party to any such Contract exists.
(o) Guaranties, Etc. The Corporation has not assumed, guaranteed,
endorsed, or otherwise become directly or contingently liable on
any indebtedness of any other person or entity, except for
guaranties by endorsement of negotiable instruments for deposit or
collection in the ordinary course of business.
(p) Certain Transactions. Since the date of the Most Recent Fiscal
Quarter End, the Corporation has not and will not prior to the
Closing Date, without the prior written consent of The Buyer:
(i) Issued or agreed to issue any capital stock or other rights
to purchase or otherwise acquire any shares of the Corporation's
capital stock or issued any securities convertible into or
exchangeable for shares of the Corporation's capital stock;
(ii) Redeemed, directly or indirectly, or agreed to redeem,
purchase, or otherwise acquire any of the Corporation's capital
stock or other ownership interest;
(iii) Merged or consolidated, or sold all or substantially all of
the Corporation's assets or entered into any agreement for
such merger, consolidation, or sale of assets, except as
required by the transactions contemplated by this Agreement;
(iv) Entered into or amended any employment contract with present
employees, granted any bonuses, increases in or additional
compensation to any of the Corporation's directors, officers,
employees, agents or independent contractors;
(v) Borrowed or agreed to borrow any funds, or issued any debt
securities or guaranteed or agreed to guarantee the
obligations of others or repaid any outstanding short-term
unsecured indebtedness other than at its stated maturity or
amended or agreed to amend any of the terms governing any
outstanding indebtedness or made intercompany loans and transfer;
(vi) Waived any contractual rights of substantial value;
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(vii) Entered into any agreement, contract, commitment or other
instrument that, if entered into prior to the date of this
Agreement, would be required to be listed in any exhibit or
schedule to this Agreement;
(viii) Breached any agreement to which the Corporation is a party;
(ix) Entered into any agreement, contract or commitment to acquire
any other entity or assets thereof; or
(x) Declared, set aside, paid or made any dividend or distribution of
any kind with respect to the Corporation's capital stock.
(q) Receipt of Consideration. The Corporation has received, prior to
the date of execution hereof, $8,000 of the consideration to be paid
hereunder. Said sum along with the $92,000 to be paid on the
Closing Date as set forth in paragraph 3(b) shall constitute all of
the cash consideration to be paid hereunder.
(r) Shareholder Consent. The Corporation has no more than ten
shareholders. The Corporation has entered in to this Agreement
pursuant to the unanimous written instruction of the shareholders of
the Corporation. Said unanimous consent was solicited and obtained
by David Craig, a shareholder of the Corporation who is not an
officer or director of the Corporation. Each shareholder of the
Corporation is listed on the signature page hereof.
(s) Each shareholder acknowledges receipt of the Dissenter's Notice, a
copy of which is attached hereto as Schedule 5(s) and by execution,
of this Agreement declines to exercise such dissenter's rights.
6. Representations and Warranties of the Buyer. The Buyer represents and
warrants to the Corporation that the statements contained in this
paragraph 6 are correct and complete as of the date of this Agreement
and will be correct and complete as of the Closing Date (as though made
then and as though the Closing Date were substituted for the date of
this Agreement throughout this paragraph 6), except as set forth in the
Disclosure Schedule. The Disclosure Schedule will be arranged in
paragraphs corresponding to the numbered and lettered paragraphs
contained in this paragraph 6.
(a) Organization. The Buyer is a corporation duly organized, validly
existing, and in good standing under the laws of the jurisdiction of
its incorporation.
(b) Capitalization. The entire authorized capital stock of the Buyer
consists of ___ shares of common stock, par value ___ per share
("Buyer's Shares"), of which ___ Buyer Shares are issued and
outstanding and ___ Buyer Shares are held in treasury.
(c) Authorization of Transaction. The Buyer has full power and
authority (including full corporate power and authority) to execute
and deliver this Agreement and to perform its obligations hereunder.
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This Agreement constitutes the valid and legally binding obligation
of the Buyer, enforceable in accordance with its terms and conditions.
(d) Noncontravention. To the knowledge of any director or officer of
the Buyer, neither the execution and the delivery of this Agreement,
nor the consummation of the transactions contemplated hereby, will
(i) violate any constitution, statute, regulation, rule, injunction,
judgment, order, decree, ruling, charge, or other restriction of any
government, governmental agency, or court to which the Buyer is
subject or any provision of the charter or bylaws of the Buyer or
(ii) conflict with, result in a breach of, constitute a default
under, result in the acceleration of, create in any party the right
to accelerate, terminate, modify, or cancel, or require any notice
under any agreement, contract, lease, license, instrument or other
arrangement to which the Buyer is a party or by which it is bound or
to which any of its assets is subject, except where the violation,
conflict, breach, default, acceleration, termination, modification,
cancellation, or failure to give notice would not have a material
adverse effect on the ability of the Parties to consummate the
transactions contemplated by this Agreement. To the knowledge of
any director or officer of the Corporation, and other than in
connection with the provisions of the [Oklahoma General Corporation
Act and the Colorado Business Corporation Act], the Securities
Exchange Act, the Securities Act, and the state securities laws, the
Corporation does not need to give any notice to, make any filing
with, or obtain any authorization, consent, or approval of any
government or governmental agency in order for the Parties to
consummate the transactions contemplated by this Agreement , except
where the failure to give notice, to file, or to obtain any
authorization, consent, or approval would not have a material adverse
effect on the ability of the Parties to consummate the transactions
contemplated by this Agreement.
(e) Brokers' Fees. The Buyer does not have any liability or obligation
to pay any fees or commissions to any broker, finder, or agent with
respect to the transactions contemplated by this Agreement for which
the Buyer could become liable or obligated.
7. Termination.
(a) Termination of Agreement. Either of the Parties may terminate this
Agreement with the prior authorization of its board of directors as
provided below:
(i) the Parties may terminate this Agreement by mutual written
consent at any time prior to the Closing Date;
(ii) the Corporation may terminate this Agreement by giving written
notice to the Buyer at any time prior to the Closing Date in the
event the Buyer has breached any material representation,
warranty, or covenant contained in this Agreement in any
material respect, the Corporation has notified the Buyer of
the breach, and the breach has continued without cure for a
period of 30 days after the notice of breach;
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<PAGE>
(iii) the Buyer may terminate this Agreement by giving written
notice to the Corporation at any time prior to the Closing Date
in the event the Corporation has breached any material
representation, warranty, or covenant contained in this
Agreement in any material respect, the Buyer has notified the
Corporation of the breach, and the breach has continued
without cure for a period of 30 days after the notice of breach;
(b) Effect of Termination. If any Party terminates this Agreement
pursuant to paragraph 7(a) above, all rights and obligations of the
Parties hereunder shall terminate without any liability of any Party
to any other Party (except for any liability of any Party then in
breach).
8. Miscellaneous.
(a) Entire Agreement. This Agreement (including the documents referred
to herein) constitutes the entire agreement between the Parties and
supersedes any prior understandings, agreements, or representations
by or between the Parties, written or oral, to the extent they are
related in any way to the subject matter hereof.
(b) Succession and Assignment. This Agreement shall be binding upon and
inure to the benefit of the Parties named herein and their
respective successors and permitted assigns. No Party may assign
either this Agreement or any of its rights, interests, or obligations
hereunder without the prior written approval of the other Party.
(c) Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of
which together will constitute one and the same instrument.
(d) Headings. The section headings contained in this Agreement are
inserted for convenience only and shall not affect in any way
the meaning or interpretation of this Agreement.
(e) Amendments and Waivers. The Parties may mutually amend any
provision of this Agreement at any time prior to the Closing Date
with the prior authorization of their respective boards of
directors. No amendment of any provision of this Agreement shall be
valid unless the same shall be in writing and signed by both of the
Parties. No waiver by any Party of any default, misrepresentation,
or breach of warranty or covenant hereunder, whether intentional or
not, shall be deemed to extend to any prior or subsequent default,
misrepresentation, or breach of warranty or covenant hereunder or
affect in any way any rights arising by virtue of any prior or
subsequent such occurrence.
(f) Severability. Any term or provision of this Agreement that is
invalid or unenforceable in any situation in any jurisdiction shall
not affect the validity or enforceability of the remaining terms and
provisions hereof or the validity or enforceability of the offending
term or provision in any other situation or in any other jurisdiction.
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<PAGE>
(g) Expenses. Each of the Parties will bear its own costs and expenses
(including legal fees and expenses) incurred in connection with this
Agreement and the transactions contemplated hereby.
(h) Construction. The Parties have participated jointly in the
negotiation and drafting of this Agreement. In the event an ambiguity
or question of intent or interpretation arises, this Agreement shall
be construed as if drafted jointly by the Parties and no presumption
or burden of proof shall arise favoring or disfavoring any Party by
virtue of the authorship of any of the provisions of this Agreement.
Any reference to any federal, state, local, or foreign statute or
law shall be deemed also to refer to all rules and regulations
promulgated thereunder, unless the context otherwise requires.
The word "including" shall mean including without limitation.
(i) Incorporation of Exhibits and Schedules. The Exhibits and Schedules
identified in this Agreement are incorporated herein by reference
and made a part hereof.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on
[as of] the date first above written.
[The remainder of this page is intentionally left blank.]
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<PAGE>
LONE WOLF EXPLORATION, INC.
By:
------------------------------
Title:
K & S VENTURES, INC.
By:
------------------------------
Title:
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<PAGE>
SHAREHOLDERS OF
K & S VENTURES, INC.
Name: /s/ Mark A. Poole
Date: 12/30/96
SWORN TO AND SUBSCRIBED BEFORE ME this _______ day of December, 1996, to
certify which witness my hand and seal of office.
____________________________
Notary Public in and for
The State of________
Name:
-----------------------------
Date:
SWORN TO AND SUBSCRIBED BEFORE ME this _______ day of December, 1996, to
certify which witness my hand and seal of office.
___________________________
Notary Public in and for
The State of________
Name:
---------------------------
Date:
SWORN TO AND SUBSCRIBED BEFORE ME this _______ day of December, 1996, to
certify which witness my hand and seal of office.
___________________________
Notary Public in and for
The State of_________
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<PAGE>
Name:
---------------------------
Date:
SWORN TO AND SUBSCRIBED BEFORE ME this _______ day of December, 1996, to
certify which witness my hand and seal of office.
___________________________
Notary Public in and for
The State of_________
Name:
---------------------------
Date:
SWORN TO AND SUBSCRIBED BEFORE ME this _______ day of December, 1996, to
certify which witness my hand and seal of office.
__________________________
Notary Public in and for
The State of__________
Name:
---------------------------
Date:
SWORN TO AND SUBSCRIBED BEFORE ME this _______ day of December, 1996, to
certify which witness my hand and seal of office.
__________________________
Notary Public in and for
The State of__________
Name:
--------------------------
Date:
SWORN TO AND SUBSCRIBED BEFORE ME this _______ day of December, 1996, to
certify which witness my hand and seal of office.
__________________________
Notary Public in and for
The State of__________
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<PAGE>
Name:
--------------------------
Date:
SWORN TO AND SUBSCRIBED BEFORE ME this _______ day of December, 1996, to
certify which witness my hand and seal of office.
__________________________
Notary Public in and for
The State of_________
Name:
--------------------------
Date:
SWORN TO AND SUBSCRIBED BEFORE ME this _______ day of December, 1996, to
certify which witness my hand and seal of office.
___________________________
Notary Public in and for
The State of_________
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