<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Standard Brands Paint Company
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
85 3156206
(CUSIP Number)
Arthur W. Broslat
Corimon, S.A.C.A., Calle Hans Neumann
Edificio Corimon, Los Cortijos de Lourdes
Caracas, Venezuela 0171 011 (582) 203-5560
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 16, 1995
(Date of Event which Requires Filing of this Statement)
If a filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with this statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
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- --------------------
CUSIP NO. 85 3156206
- --------------------
- ------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Corimon, S.A.C.A.
- ------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- ------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------
4. SOURCE OF FUNDS
00
- ------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[ ]
- ------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Venezuela
- ------------------------------------------------------------
7. SOLE VOTING POWER
23,809,982 shares (indirect) (consisting of
15,972,332 shares, 1,529,161 shares upon
conversion of Preferred Stock and 6,308,489
shares upon purchase and conversion of
Preferred Stock)
----------------------------------------
NUMBER OF 8. SHARED VOTING POWER
SHARES -0-
BENEFICIALLY ----------------------------------------
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH 23,922,342 shares (indirect) (consisting of
REPORTING 15,972,332 shares, 1,529,161 shares upon
PERSON conversion of Preferred Stock, 6,308,489
WITH shares upon purchase and conversion of
Preferred Stock and 112,360 shares under
the Libra Put Agreement)
---------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
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- ------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
23,922,342 shares (indirect beneficial ownership) (consisting of 15,972,332
shares, 1,529,161 shares upon conversion of Preferred Stock, 6,308,489
shares upon purchase and conversion of Preferred Stock and 112,360 shares
under the Libra Put Agreement)
- ------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- ------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
84.0% (indirect beneficial ownership)
- ------------------------------------------------------------
14. TYPE OF REPORTING PERSON
HC, CO
____________________________________________________________
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- --------------------
CUSIP NO. 85 3156206
- --------------------
- ------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Corimon International Holdings Limited
- ------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- ------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------
4. SOURCE OF FUNDS
00
- ------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
- ------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
- ------------------------------------------------------------
7. SOLE VOTING POWER
23,809,982 shares (indirect) (consisting of
15,972,332 shares, 1,529,161 shares upon
conversion of Preferred Stock and 6,308,489
shares upon purchase and conversion of
Preferred Stock)
----------------------------------------
NUMBER OF 8. SHARED VOTING POWER
SHARES -0-
BENEFICIALLY ----------------------------------------
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH 23,922,342 shares (indirect) (consisting of
REPORTING 15,972,332 shares, 1,529,161 shares upon
PERSON conversion of Preferred Stock, 6,308,489
WITH shares upon purchase and conversion of
Preferred Stock and 112,360 shares under
the Libra Put Agreement)
---------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
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- ------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
23,922,342 shares (indirect beneficial ownership) (consisting of 15,972,332
shares, 1,529,161 shares upon conversion of Preferred Stock, 6,308,489
shares upon purchase and conversion of Preferred Stock and 112,360 shares
under the Libra Put Agreement)
- ------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- ------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
84.0% (indirect beneficial ownership)
- ------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
____________________________________________________________
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- --------------------
CUSIP NO. 85 3156206
- --------------------
- ------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Corimon Corporation
- ------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- ------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------
4. SOURCE OF FUNDS
00
- ------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
- ------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ------------------------------------------------------------
7. SOLE VOTING POWER
23,809,982 shares (indirect) (consisting of
15,972,332 shares, 1,529,161 shares upon
conversion of Preferred Stock and 6,308,489
shares upon purchase and conversion of
Preferred Stock)
----------------------------------------
NUMBER OF 8. SHARED VOTING POWER
SHARES -0-
BENEFICIALLY ----------------------------------------
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH 23,922,342 shares (indirect) (consisting of
REPORTING 15,972,332 shares, 1,529,161 shares upon
PERSON conversion of Preferred Stock, 6,308,489
WITH shares upon purchase and conversion of
Preferred Stock and 112,360 shares under
the Libra Put Agreement)
---------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
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- ------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
23,922,342 shares (consisting of 15,972,332 shares, 1,529,161 shares upon
conversion of Preferred Stock, 6,308,489 shares upon purchase and
conversion of Preferred Stock and 112,360 shares under the Libra Put
Agreement)
- ------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- ------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
84.0%
- ------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
____________________________________________________________
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This Amendment No. 1 to Statement on Schedule 13D ("Amendment
No. 1") amends and supplements the Statement on Schedule 13D (the "Schedule
13D"), dated February 15, 1995, relating to the Common Stock, $0.01 par
value ("Common Stock"), of Standard Brands Paint Company, a Delaware
corporation (the "Company"). The principal executive offices of the
Company are located at 4300 West 190th Street, Torrance, CA 90509. This
statement also reflects beneficial ownership of the Common Stock arising
from the ownership of, or right to acquire, shares of the 8% cumulative
convertible redeemable preferred stock, $0.01 par value ("Preferred Stock")
of the Company, which shares are convertible into shares of Common Stock.
Capitalized terms used herein but not otherwise defined herein shall have
the respective meanings assigned to such terms in the Schedule 13D.
The Schedule 13D is hereby supplemented, but not replaced, as
follows:
Item 4. Purpose of Transaction.
Presently Corimon Corporation has the sole power to vote and
dispose of 23,809,982 shares, and, under certain circumstances,
power to dispose of 112,360 shares, of the Company's Common Stock
(including shares of Common Stock issuable upon conversion of, or upon
purchase and conversion of, 975,313 shares of Preferred Stock), as more
fully described in Item 5 below, by virtue of the consummation of the
Restructuring pursuant to the Investment Agreement described in the
Schedule 13D. Corimon Corporation directly owns 15,972,332 shares (or
77.4%) of the outstanding Common Stock. The principal elements of the
Restructuring were:
A. Amendment to the Company's Restated Certificate of
Incorporation, which increased the amount of authorized capital stock of
the Company, and effected a 1-for-10 reverse stock split ("Reverse Stock
Split") pursuant to which each stockholder holds one share of the Company's
post-split shares for every ten shares previously held;
B. Sale to Corimon Corporation of 15,700,496 newly issued
shares of the Company's Common Stock, which constitutes approximately 76.1%
of the Company's outstanding common stock, for $14 million (such issuance
was priced at $0.89 per share (post-Reverse Stock Split), and the $14
million paid by Corimon Corporation was previously advanced in the form of
an interim loan);
C. Exchange of $16 million of the Company's outstanding debt
(including approximately $2 million of debt held by Corimon Corporation)
into 2,242,928 newly issued shares of Common Stock (at the same price per
share as the Corimon Corporation shares under B above) and 1,570,049
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newly issued shares of Preferred Stock (priced at $8.92 per share of the
Preferred Stock and including a conversion price for the Common Stock of
$1.11 per share); and
D. Transfer of 15 of the Company's real estate properties to
the real estate liquidating trust established on July 12, 1994
("Liquidating Property Trust"), in which the Company had a residual
interest; release of related long-term debt; and sale of the Company's
residual interest in the Liquidating Property Trust to Corimon Corporation
and to Fidelity Capital & Income Fund ("FCI"), Kodak Retirement Income Plan
Trust Fund ("KRI"), Transamerica Life Insurance and Annuity Co. ("TLIAC"),
Transamerica Occidental Life Insurance Co. ("TOLIC"), Sun Life Insurance
Company of America ("SAFI") and Anchor National Life Insurance Company
("ANLIC"), for an additional $2 million paid by Corimon Corporation and in
consideration of their participation in the Restructuring; in the aggregate
as a result of the Restructuring, properties or property interests having a
book value as of January 29, 1995 of approximately $84 million were
disposed of and consolidated long term debt of approximately $67 million
was released.
Pursuant to the Stockholders Agreement described in the
Schedule 13D, four directors appointed by Corimon Corporation have been
elected to the Board of Directors of the Company (out of a total of eight
directors). Corimon Corporation currently has the right to appoint seven
of the Company's ten directors. Corimon Corporation has not fully
exercised such right but may do so in the future. Corimon Corporation,
through the directors appointed by it, intends to participate actively in
the management of the Company.
Juan Gramage, one of the directors appointed by Corimon, is
currently the General Manager, President and Chief Operating Officer of the
Company. He is also the de facto chief executive officer of the Company.
After the Company's July 1995 annual stockholders meeting, it is expected
that Arthur W. Broslat, a director to be appointed by Corimon, will be the
Chairman of the Board of Directors and Chief Executive Officer of the
Company.
Item 5. Interest in Securities of the Company.
(a) and (b) Pursuant to the Investment Agreement and the
Restructuring, Corimon Corporation (1) owns 15,972,332 shares of Common
Stock, (2) owns 190,288 shares of Preferred Stock, convertible into
1,529,161 shares of Common Stock, (3) has the right to purchase 785,025
shares of Preferred Stock, convertible into 6,308,489 shares of Preferred
Stock, pursuant to the terms of the Preferred Stock and (4) under certain
circumstances has the right to direct the disposition of 112,360 shares of
Common Stock pursuant to the terms of the Libra Put Agreement described
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below. Except as described in clause (4), such ownership includes the sole
power to vote and dispose of such shares. Based on the foregoing, Corimon
Corporation beneficially owns 84.0% of the outstanding shares of Common
Stock and 62.1% of the outstanding shares of Preferred Stock.
(c) Except as set forth herein, no transactions in the Common
Stock have been effected during the past 60 days by the Reporting Persons
nor any other person controlling the Reporting Persons nor, to the best of
their knowledge, any of the persons named in Schedules A, B and C to the
Schedule 13D.
(d) No other person is known to have the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the
sale of, the shares of Common Stock and Preferred Stock owned by Corimon
Corporation.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the
Company.
The Put Agreement, dated as of May 16, 1995 (the "Libra Put
Agreement"), attached hereto as Exhibit 8 and incorporated herein by
reference, provides that Libra Investments, Inc. ("Libra") has the right,
commencing December 15, 1995 and for a period of two weeks thereafter, to
put up to 112,360 shares of Common Stock that they acquired pursuant to the
Restructuring, if not previously disposed of, to Corimon, S.A.C.A. at a
price of $0.89 per share. In addition, Corimon, S.A.C.A. may make a
reasonable written request to Libra as to a plan of disposition for such
shares of Common Stock and Libra agrees to use reasonable efforts to comply
with such request. Upon disposition of some or all of such shares in
accordance with such plan, Corimon, S.A.C.A. will pay to Libra the
difference between (x) the net realized price per share (if lower) and
(y) $.89 per share, multiplied by the number of shares disposed of.
Item 7. Material to be Filed as Exhibits.
Exhibit 8 Put Agreement between Corimon, S.A.C.A. and
Libra Investments, Inc., dated as of May 16,
1995.
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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.
CORIMON CORPORATION
By: /s/ Arthur W. Broslat
Name: Arthur W. Broslat
Title: Director
Date: May 17, 1995
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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.
CORIMON INTERNATIONAL HOLDINGS LIMITED
By: /s/ Arthur W. Broslat
Name: Arthur W. Broslat
Title: President
Date: May 17, 1995
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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.
CORIMON, S.A.C.A.
By: /s/ Arthur W. Broslat
Name: Arthur W. Broslat
Title: Executive Vice President
By: /s/ Charles D. Codrea
Name: Charles D. Codrea
Title: Vice President and Chief
Financial Officer
Date: May 17, 1995
<PAGE> 1
PUT AGREEMENT
Among
CORIMON, S.A.C.A.,
a Venezuelan corporation
and
LIBRA INVESTMENTS, INC.
Dated as of May 16, 1995
<PAGE>
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TABLE OF CONTENTS
Page
ARTICLE I
Definitions
1.1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2. Other Definitions. . . . . . . . . . . . . . . . . . . . . 2
1.3. Interpretation . . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE II
Put Rights
2.1. Put of up to 112,360 Common Shares . . . . . . . . . . . . 2
ARTICLE III
Representations and Warranties
3.1. Representations and Warranties of Parent . . . . . . . . . 3
3.2. Representations and Warranties of Libra . . . . . . . . . 3
ARTICLE IV
General Provisions
4.1. Effectiveness; Termination . . . . . . . . . . . . . . . . 4
4.2. Amendments; Waivers . . . . . . . . . . . . . . . . . . . . 4
4.3. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . 5
4.4. Counterparts . . . . . . . . . . . . . . . . . . . . . . . 5
4.5. Entire Agreement; No Third-Party Beneficiaries . . . . . . 5
4.6. Assignment . . . . . . . . . . . . . . . . . . . . . . . . 6
4.7. Severability . . . . . . . . . . . . . . . . . . . . . . . 6
4.8. Governing Law . . . . . . . . . . . . . . . . . . . . . . . 6
-i-<PAGE>
<PAGE> 1
PUT AGREEMENT dated as of May 16, 1995 (this "Agreement"),
among Corimon, S.A.C.A., a Venezuelan corporation ("Parent"), and Libra
Investments, Inc. ("Libra").
RECITALS
WHEREAS, simultaneously with the execution and delivery of this
Agreement, each of Parent, Standard Brands Paint Company, a Delaware
corporation ("Company"), and certain other parties are closing (the
"Closing") the transactions contemplated by the Investment Agreement, dated
as of February 15, 1995 and as amended as of April 7, 1995 (the "Investment
Agreement"); and
WHEREAS, Parent and Libra desire to establish in this Agreement
certain terms and conditions concerning a put right granted to Libra and
related matters.
NOW, THEREFORE, in consideration of the representations,
warranties, covenants and agreements contained herein and for other good
and valuable consideration, the sufficiency and receipt of which are hereby
acknowledged, the parties hereto hereby agree as follows:
ARTICLE I
Definitions
1.1. Definitions. For purposes of this Agreement:
"Closing Price" means, as of any trading day, in the case of a
security, the closing sale price of such security on the principal United
States securities exchange registered under the Exchange Act on which such
security is listed or, if such security is not listed on any such exchange,
the closing sale price or the closing bid quotation of such security on the
Nasdaq National Market or any comparable system then in use or, if no such
quotations are available, the Closing Price for such trading day shall be
deemed to be zero.
"Common Shares" means shares of the Common Stock, $.01 par
value (the "Common Stock"), of the Company, of
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which 448,586 shares (post-reverse stock split basis) are being issued to
Libra at the Closing, credited at $.89 per share, in partial payment of
advisory fees.
"Issue Price" means $.89 per share.
1.2. Other Definitions. For purposes of this Agreement, terms
used herein but not otherwise defined shall have the meanings set forth in
Section 1.1 of the Investment Agreement.
1.3. Interpretation. The rules of interpretation set forth in
Section 1.2 of the Investment Agreement shall apply to this Agreement, and
the provisions thereof shall be deemed to be incorporated by reference
herein.
ARTICLE II
Put Rights
2.1. Put of up to 112,360 Common Shares. Parent and Libra
hereby agree as follows:
(a) After the Closing and until December 15, 1995, Libra
shall attempt in good faith to dispose of the Common Shares acquired by it
at the Closing, and which would be puttable hereunder, at a price at or
above the Issue Price, provided that the disposition of its property shall
at all times be with its control.
(b) If the Closing Price of the Common Stock shall exceed the
Issue Price for at least 15 out of any 20 consecutive trading days after
the date on which the Common Shares shall be registered with the Securities
and Exchange Commission for resale, and while they are so registered and
prior to December 15, 1995, then the put right of Libra under this Section
2.1 shall automatically be terminated.
(c) Subject to the final sentence of subsection 2.1(g), prior
to the date such put right becomes exercisable, Parent may make a
reasonable written request to Libra as to a plan of disposition for up to
112,360 of the Common Shares. Libra agrees to use reasonable efforts to
comply with such request. Upon the disposition of some or all of such
shares in accordance with such plan, Parent shall pay to Libra the
difference between (x) the net realized price per share (if lower) and (y)
the Issue Price, multiplied by the number of Common Shares disposed of.
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(d) Otherwise, commencing December 15, 1995, and for a period
of two weeks thereafter (i.e. terminating on December 29, 1995) Libra may
put to Parent up to 112,360 of the Common Shares (less any shares disposed
of pursuant to clause (c) above) at a cash purchase price per share equal
to the Issue Price.
(e) All prices and share amounts hereunder shall be adjusted
appropriately for any stock dividend, stock split, reverse stock split or
other subdivision or combination of the outstanding shares of the Common
Stock.
(f) To implement such put, Libra shall deliver written notice
of the same to Parent. The date of the put will be the date the written
notice is delivered to Parent, and the closing of such put shall take place
on a mutually convenient date, not more than 10 business days after the
date of the put, at which time (a) Libra shall deliver to Parent the Common
Shares subject to such put and (b) Parent shall deliver to Libra the
purchase price for such Common Shares by wire transfer of immediately
available funds to a bank account designated by Libra. If requested by
Libra, Parent shall use all reasonable efforts to hold such closing before
the end of 1995.
(g) The put right of Libra under this Section 2.1 shall apply
only to Common Shares acquired by Libra at the Closing and to not more than
112,360 of such shares. In disposing of any of the Common Shares, Libra
shall have no obligation to give priority to the 112,360 shares which may
be put to Parent hereunder.
ARTICLE III
Representations and Warranties
3.1. Representations and Warranties of Parent. Parent
represents and warrants to Libra as follows:
(a) Authority. Parent has the requisite power and authority
to enter into this Agreement.
(b) Validity. This Agreement has been duly authorized,
executed and delivered by Parent and constitutes a valid and legally
binding agreement of Parent enforceable in accordance with its terms,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or
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affecting creditors' rights and to general equity principles.
3.2. Representations and Warranties of Libra. Libra
represents and warrants to Parent as follows:
(a) Authority. Libra has the requisite power and authority to
enter into this Agreement.
(b) Validity. This Agreement has been duly authorized,
executed and delivered by Libra and constitutes a valid and legally binding
agreement of Libra enforceable against Libra in accordance with its terms,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or
affecting creditors' rights and to general equity principles.
(c) Ownership of Common Shares. Libra will, upon exercise of
the put, have good and valid title to the Common Shares to be delivered by
it hereunder, free and clear of all liens, encumbrances, equities and
claims; and, upon delivery of such Common Shares and payment therefor
pursuant to Article II hereof, good and valid title to such securities free
and clear of all liens, encumbrances, equities or claims, will pass to
Parent.
ARTICLE IV
General Provisions
4.1. Effectiveness; Termination. This Agreement shall become
effective on the date of the Closing. This Agreement shall terminate
thereafter upon the earliest to occur of any of the following events:
(a) the mutual written consent of Parent and Libra; or
(b) the failure of Libra to give notice of the put on or
before December 29, 1995.
The rights of Libra under this Agreement shall terminate when
such party no longer beneficially owns any Common Shares.
4.2. Amendments; Waivers. (a) This Agreement may not be
amended except by an instrument in writing signed on behalf of each of the
parties.
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<PAGE> 5
(b) Any agreement on the part of a party to any waiver shall
be valid only if set forth in an instrument in writing signed on behalf of
such party. The failure of any party to assert any of its rights under
this Agreement shall not constitute a waiver of such rights.
4.3. Notices. All notices, requests, claims, demands and
other communications hereunder shall be in writing and shall be given (and
shall be deemed to have been duly given upon receipt) by delivery in
person, by cable, facsimile transmission, telegram or telex or by
registered or certified mail (postage prepaid, return receipt requested) to
the respective parties at the following addresses (or at such other address
for a party as shall be specified in a notice given in accordance with this
Section 4.3):
(i) If to Parent, to:
Corimon, S.A.C.A.
Calle Hans Neumann
Edificio Corimon
Los Cortijos de Lourdes
Apartado 3654
Caracas 1010-A, Venezuela
Attention: Arthur W. Broslat
Facsimile: (582) 203-5757
with a copy to:
Sullivan & Cromwell
444 South Flower Street
Los Angeles, California 90071
Attention: Frank H. Golay, Jr.
Facsimile: (213) 683-0457
(ii) If to Libra, to:
Libra Investments, Inc.
11766 Wilshire Boulevard, Suite 870
Los Angeles, California 90025
Attention: General Counsel
Facsimile: (310) 996-9560
4.4. Counterparts. This Agreement may be executed in one or
more counterparts, all of which shall be considered one and the same
agreement.
4.5. Entire Agreement; No Third-Party Beneficiaries. The
Investment Agreement, this Agreement,
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<PAGE> 6
the other Ancillary Agreements and the agreements contemplated hereby and
thereby (a) constitute the entire agreement, and supersede all prior
agreements and understandings, both written and oral among the parties
hereto with respect to the subject matter hereof and thereof and (b) are
not intended to confer upon any person other than the parties and their
permitted successors and assigns any rights or remedies.
4.6. Assignment. None of the parties to this Agreement shall
assign any of its rights or obligations hereunder without the prior written
consent of the other parties hereto, except that Parent may assign all or
any of its rights and obligations hereunder to any Subsidiary or Affiliate
of Parent; provided that no such assignment shall relieve Parent of its
obligations hereunder. In particular, no purchaser of any Common Shares
shall be deemed to be a successor or assignee of any party hereto, the
rights hereunder being intended solely for the parties hereto and not being
transferable.
4.7. Severability. If any term or provision of this Agreement
or the application thereof to either party or set of circumstances shall,
in any jurisdiction and to any extent, be finally held invalid or
unenforceable, such term or provision shall only be ineffective as to such
jurisdiction, and only to the extent of such invalidity or
unenforceability, without invalidating or rendering unenforceable any other
terms or provisions of this Agreement or under any other circumstances, and
the parties shall negotiate in good faith a substitute provision which
comes as close as possible to the invalidated or unenforceable term or
provision, and which puts each party in a position as nearly comparable as
possible to the position it would have been in but for the finding of
invalidity or unenforceability, while remaining valid and enforceable.
<PAGE>
<PAGE> 7
4.8. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, REGARDLESS
OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF
CONFLICTS OF LAW THEREOF. All actions and proceedings arising out of or
relating to this Agreement shall be brought by the parties and heard and
determined only in a Federal or State court located in the State of New
York and the parties hereto consent to jurisdiction before and waive any
objections of venue to the New York courts. The parties hereto agree to
accept service of process in connection with any such action or proceeding
in any manner permitted for a notice hereunder.
<PAGE>
<PAGE> 8
PUT AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
CORIMON, S.A.C.A.
By \s\ Juan Gramage
Name: Juan Gramage
Title:
By \s\ Jose Gregorio Garcia
Name: Jose Gregorio Garcia
Title:
LIBRA INVESTMENTS, INC.
By \s\ Forbes W. Burtt
Name: Forbes W. Burtt
Title: Managing Director
