<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Enviroq Corporation
- - -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
- - -------------------------------------------------------------------------------
(Title of Class of Securities)
29409M107
- - -------------------------------------------------------------------------------
(CUSIP Number)
William J. Long, 3918 Montclair Road, Suite 206, Birmingham, Alabama 35213
(205)-870-0588
- - -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
November 8, 1996
- - -------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3)or(4), check the following box. [ ]
Check the following box if a fee is being paid with this statement [x]. (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 five percent or less of such class.)
(See Rule 13d-7).
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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<TABLE>
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13D
CUSIP NO. 29409M107 PAGE 2 OF 15 PAGES
---------------------------- ------- --------
- - ---------------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William J. Long
- - ---------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
[x]
- - ---------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- - ---------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
BK, PF
- - ---------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
- - ---------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- - ---------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
269 shares
------------------------------------------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES 309,632 shares
BENEFICIALLY ------------------------------------------------------------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 269 shares
PERSON
WITH ------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
309,632 shares
- - ---------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
309,901 shares
- - ---------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
- - ---------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
30.7%
- - ---------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- - ---------------------------------------------------------------------------------------------------------------------
</TABLE>
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES
TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE,
AND THE SIGNATURE ATTESTATION.
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<TABLE>
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13D
CUSIP NO. 29409M107 PAGE 3 OF 15 PAGES
---------------------------- ------- --------
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Patricia L. Ford
- - ---------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
[x]
- - ---------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- - ---------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
BK, PF
- - ---------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
- - ---------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- - ---------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
240 shares
------------------------------------------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES 306,592 shares
BENEFICIALLY ------------------------------------------------------------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 204 shares
PERSON ------------------------------------------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
306,592 shares
- - ---------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
306,832
- - ---------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
- - ---------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
30.4%
- - ---------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- - ---------------------------------------------------------------------------------------------------------------------
</TABLE>
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 4
<TABLE>
<S> <C> <C> <C>
13D
CUSIP NO. 29409M107 PAGE 4 OF 15 PAGES
---------------------------- ------- --------
- - ---------------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James I. Ford, III
- - ---------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
[x]
- - ---------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- - ---------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
BK, PF
- - ---------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
- - ---------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- - ---------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
0 shares
NUMBER OF ------------------------------------------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 306,832 shares
OWNED BY EACH ------------------------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0 shares
------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
306,832 shares
- - ---------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
306,832 shares
- - ---------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
- - ---------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
30.4%
- - ---------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- - ---------------------------------------------------------------------------------------------------------------------
</TABLE>
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 5
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, par value $.01 per
share, of Enviroq Corporation, a Delaware corporation (the
"Issuer"). The address of the principal executive office of
the Issuer is 3918 Montclair Road, Suite 206, Birmingham,
Alabama 35213.
ITEM 2. IDENTITY AND BACKGROUND.
WILLIAM J. LONG
(a) The name of the person filing this statement is
William J. Long.
(b) William J. Long's business address is 3918 Montclair
Road, Suite 206, Birmingham, Alabama 35213.
(c) The principal occupation of William J. Long is
serving in the position of President and Chief
Executive Officer of the Issuer. The address of the
Issuer is 3918 Montclair Road, Suite 206,
Birmingham, Alabama 35213. Issuer is principally
engaged in the development, commercialization,
formulation and marketing of spray-applied resinous
products.
(d) William J. Long has not been, during the past five
years, convicted in a criminal proceeding.
(e) William J. Long has not been, during the past five
years, a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a
result of which proceeding he was subject to a
judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities
subject to, federal or state securities laws, or in
which any violations of such laws were found.
(f) William J. Long is a citizen of the United States of
America.
PATRICIA L. FORD
(a) The name of the person filing this statement is
Patricia L. Ford.
(b) Patricia L. Ford's business address is 3918 Montclair
Road, Suite 206, Birmingham, Alabama 35213.
(c) Patricia L. Ford is the owner of Market Potential,
Incorporated, a marketing service business located at
3918 Montclair Road, Suite 206, Birmingham, Alabama
35213.
Page 5 of 15
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(d) Patricia L. Ford has not been, during the past five
years, convicted in a criminal proceeding.
(e) Patricia L. Ford has not been, during the past five
years, a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a
result of which proceeding she was subject to a
judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities
subject to, federal or state securities laws, or in
which any violations of such laws were found.
(f) Patricia L. Ford is a citizen of the United States of
America.
JAMES I. FORD, III
(a) The name of the person filing this statement is James
I. Ford, III.
(b) James I. Ford, III's business address is 800
Concourse Parkway, Suite 100, Birmingham, Alabama
35244.
(c) The principal occupation of James I. Ford, III is
Regional Manager of Reynolds & Reynolds Company,
Healthcare Division, a company engaged in the
development and sales of healthcare-related
information systems. Reynolds & Reynolds Company
is located at 800 Concourse Parkway, Suite 100,
Birmingham, Alabama 35244.
(d) James I. Ford, III has not been, during the past five
years, convicted in a criminal proceeding.
(e) James I. Ford, III has not been, during the past five
years, a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a
result of which proceeding he was subject to a
judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities
subject to, federal or state securities laws, or in
which any violations of such laws were found.
(f) James I. Ford, III is a citizen of the United States
of America.
LONG ENTERPRISES, INC. is a corporation formed under the laws
of the State of Alabama and is an entity with respect to which
information is given. Long Enterprises, Inc. is principally
engaged in the business of technology development, and the
address of its principal office is P.O. Box 130062, Birmingham,
Alabama 35213. Long Enterprises, Inc. has not been convicted
in a criminal proceeding during the last five years and has
not been, during the last five years, party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction which resulted in the corporation being
subject to a judgment, decree or final order enjoining future
violations
Page 6 of 15
<PAGE> 7
of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding a violation in respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The securities of the Issuer subject to this statement that
may be acquired in connection with the proposed transaction
(the "Shares"), described in more detail in Item 6 below, may
be acquired at a purchase price of $2.15 per share, for a
total purchase price of $654,068.70 (the "Purchase Price").
The Purchase Price shall consist of a combination of personal
funds of Mr. Long, Ms. Ford and Mr. Ford amounting to an
aggregate of approximately $150,000, with the balance of the
Purchase Price borrowed from First Commercial Bank in
Birmingham, Alabama (the "Bank") through a loan made in the
ordinary course of business. Mr. Long presently has had verbal
discussions with the Bank regarding the lending of these
funds.
ITEM 4. PURPOSE OF TRANSACTION.
William J. Long is an executive officer and director of the
Issuer, and in such capacity participates in the day to day
operations and in the decisions made by the board of directors
of the Issuer in the ordinary course of the business of the
Issuer. As reported in a letter to the stockholders of the
Issuer contained in the annual report of the Issuer for the
year ended March 30, 1996, Mr. Long has stated that the strong
financial position of the Issuer, along with its status as a
public company, may offer opportunities for growth.
Management of the Issuer is therefore searching for
opportunities to leverage the Issuer's advantages to bring
additional value to its shareholders. Such opportunities may
or may not involve the Issuer's traditional business and
markets. Except as otherwise set forth in this Item 4, and
except as may arise in Mr. Long's capacity as an executive
officer and director of the Issuer, none of the reporting
persons have any present plans or proposals to (a) acquire
additional securities of the Issuer or dispose of securities
of the Issuer; (b) effect any extraordinary transaction, such
as a merger, reorganization or liquidation, involving the
Issuer or its subsidiary; (c) sell or transfer a material
amount of assets of the Issuer or its subsidiary; (d) change
the present board of directors or management of the Issuer,
including any change in the number or term of directors or the
filling of any existing vacancies on the board; (e) materially
change the present capitalization or dividend policy of the
Issuer; (f) materially change the Issuer's business or
corporate structure; (g) change the Issuer's charter, bylaws
or instruments corresponding thereto or take any other action
which may impede the acquisition of control of the Issuer by
any person; (h) cause a class of securities of the Issuer to
be delisted from a national securities exchange or to cease to
be authorized to be quoted in an inter-dealer quotation system
of a registered national securities association; (i) cause a
class of equity securities of the Issuer to become eligible
for termination of registration pursuant to Section 12(g)(4)
of the Securities
Page 7 of 15
<PAGE> 8
Exchange Act of 1934, as amended (the "Act"); or (j) take any
action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) At the time of this statement, the allocation among
the reporting persons of the Shares of the Issuer to
be received in the transaction described in Item 6
below has not been determined, and thus it is not
practicable to allocate the beneficial ownership of
the Shares for each reporting person. In the
aggregate, the number of Shares that the reporting
persons have the right to acquire constitutes 304,218
shares, or approximately 30.1% of the outstanding
common stock of the Issuer. In addition to this
amount, William J. Long may be deemed to beneficially
own 5,683 shares, 269 of which are owned of record by
Mr. Long, 240 of which are owned by Mr. Long's
spouse, 2800 of which are owned by Mr. Long's minor
children, and 2,374 of which are owned directly by
Long Enterprises, Inc. Mr. Long is an executive
officer and director of Long Enterprises, Inc., for
whom information is provided in this statement, and
therefore Mr. Long may be deemed to own beneficially
all shares owned by Long Enterprises, Inc. Mr. Long
disclaims any beneficial ownership in those shares of
the Issuer that are owned by his spouse, his children
and Long Enterprises, Inc. In addition to the 304,218
shares which may be acquired should Mr. Long
designate them as a purchaser, Patricia L. Ford owns
of record 240 shares and, as an officer of Long
Enterprises, Inc., may be deemed to own beneficially
the 2,374 shares of Issuer common stock that are
owned by Long Enterprises, Inc. James I. Ford, III
does not own any shares of Issuer common stock
directly although he may be deemed to own
beneficially those shares of Issuer common stock
owned by his spouse, Patricia L. Ford. Each of Mr.
Long, Ms. Ford and Mr. Ford disclaim beneficial
ownership of any Shares that are not owned or to be
owned following the proposed transaction directly by
him or her.
(b) In light of the transaction contemplated in Item 6
below, each of the reporting persons may be deemed to
have shared voting and dispositive power over all
304,218 shares to be acquired. William J. Long is
the record holder of and has the sole power to vote
and the power to dispose of 269 shares of the common
stock of the Issuer, and in addition, may be
deemed to share voting and dispositive power over the
3,040 shares owned by his spouse and minor children
and the 2,374 shares owned by Long Enterprises, Inc.
Patricia L. Ford is the record holder of and has the
sole power to vote and the sole power to dispose of
240 shares of the common stock of Issuer and may be
deemed to share voting and dispositive power over the
2,374 shares owned by Long Enterprises, Inc. James
I. Ford, III is the record holder of and has the sole
power to vote and the sole power to dispose of none
of the shares of the common stock of Issuer, although
he may be deemed to share voting and dispositive
power over those shares owned directly and
beneficially by his spouse, Patricia L. Ford. Each
of the reporting persons, however, disclaims
membership in a group and disclaims beneficial
ownership of any Shares that are not owned or to be
owned directly by him or her following the
transaction, and the filing of this statement shall
not be construed as
Page 8 of 15
<PAGE> 9
an admission that the reporting persons are members
of a group or are beneficial owners of any of the
shares of common stock of the Issuer covered by this
statement that are not owned or to be owned directly
by him or her.
(c) There have been no transactions in the class of
securities reported on that were effected during the
past sixty (60) days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
On November 8, 1996, Mr. Long entered into a purchase
agreement (the "Purchase Agreement") with Fidelity and Deposit
Company of Maryland ("F&D") respecting the proposed purchase
by Mr. Long of certain shares of the Issuer that are currently
pledged to F&D. F&D is currently a party to a Financial
Assistance Agreement dated December 22, 1995 (the "Assistance
Agreement") by and among Sullivan, Long & Hagerty, Inc., an
Alabama corporation ("SLH"), SCE, Incorporated, an Alabama
corporation and a wholly-owned subsidiary of SLH ("SCE"), and
F&D, a copy of which was filed previously with the Commission
on March 12, 1996 as Exhibit 1 to Amendment No. 1 to Schedule
13D filed on behalf of a group comprised of SCE, SLH, William
J. Long, and Charles A. Long, Jr. Under this Assistance
Agreement, SCE and SLH granted to F&D a security interest in
all of the property of SCE and SLH, including the shares of
common stock of the Issuer owned by SCE and SLH, to secure the
obligations of SCE and SLH to F&D pursuant to the Assistance
Agreement and pursuant to an Agreement of Indemnity executed
between SLH, SCE and F&D on February 25, 1988. The Assistance
Agreement also provides that "absent disposition, sale or
liquidation of assets by prior means acceptable to [F&D], any
and all assets, other than the exempt assets of [SCE] and
[SLH] shall be sold and liquidated as soon as possible
following achievement of the completion goals established [as
set forth in the Assistance Agreement]." The common stock of
the Issuer owned by SCE and SLH was not listed as an exempt
asset in the Assistance Agreement.
In the Purchase Agreement, F&D has agreed to sell to Mr. Long,
individually or through such other entity or entities
designated by Mr. Long, the shares of Issuer pledged to F&D by
SCE and SLH, at a price of $2.15 per share. Mr. Long
currently anticipates that he will designate Ms. Ford and Mr.
Ford as additional purchasers (Mr. Long, Ms. Ford and Mr.
Ford, collectively, the "Purchaser") of some of the shares of
Issuer common stock to be sold by F&D.
The sale contemplated by the Purchase Agreement and the
obligations of the parties therein are subject to certain
conditions. F&D shall not be obligated
Page 9 of 15
<PAGE> 10
to sell the shares unless it is satisfied that the
financial condition of the Issuer, as reflected in the
financial statements contained in the Issuer's Form 10-QSB for
the quarter ended September 28, 1996, has not materially
improved from the financial condition of the Issuer as
reflected in the financial statements contained in the
Issuer's Form 10-QSB for the quarter ended June 29, 1996.
Purchaser shall not be obligated to purchase the Shares unless
it is able to obtain, on terms satisfactory to Purchaser,
financing to pay the Purchase Price. Purchaser's obligation
is further conditioned on there being no material adverse
change in the business, assets, liabilities, results of
operations, financial condition or prospects of Issuer prior
to the closing of the purchase and sale of the Shares.
Furthermore, obligations of both F&D and Purchaser are subject
to obtaining any necessary consents of third parties and
compliance with any and all laws applicable to the purchase
and sale of the Shares. The Purchase Agreement provides
further that in the event bankruptcy should be filed against
either SCE or SLH, or any other claim or proceeding should be
asserted against F&D or the Purchaser relating to the Shares
on or before December 31, 1997, and such claim shall be
successfully prosecuted in a court of competent jurisdiction,
Purchaser shall have the right to rescind the above-described
transaction.
Other than as disclosed in this Item 6, no other reporting
person is a party to any contract, arrangement, understanding
or relationship with respect to any securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Attached hereto as Exhibit I is a conformed copy of the
agreement dated November 8, 1996 between William J. Long and
Fidelity and Deposit Company of Maryland. Attached hereto as
Exhibit II are written agreements of certain persons relating
to the filing of this statement. The Assistance Agreement was
previously filed as Exhibit 1 to an Amendment No. 1 to
Schedule 13D filed on March 12, 1996, and is incorporated
herein by reference.
Page 10 of 15
<PAGE> 11
SIGNATURES
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.
DATE: November 18, 1996 /s/ WILLIAM J. LONG
------------------------------------
William J. Long
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.
DATE: November 18, 1996 /s/ PATRICIA L. FORD
------------------------------------
Patricia L. Ford
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.
DATE: November 18, 1996 /s/ JAMES I. FORD, III
------------------------------------
James I. Ford, III
Page 11 of 15
<PAGE> 12
EXHIBIT I
PURCHASE AGREEMENT
L
William J. Long
P.O. Box 531051
Birmingham, Alabama 35253
November 7, 1996
Fidelity & Deposit Company of Maryland
c/o L. Graves Stiff, III
Starnes & Atchison
100 Brookwood Place, 7th Floor
Birmingham, Alabama 35259
Gentlemen:
This letter will respond to your letters dated October 27,
1996 and November 1, 1996, and sets forth our agreement relating to the
purchase of the shares of Enviroq Corporation stock (the "Shares") pledged to
Fidelity and Deposit Company of Maryland ("F&D") by SCE, Inc. and Sullivan,
Long & Hagerty, Inc. (jointly, the "Debtor"):
1. Purchaser: William J. Long, individually or through
such other entity or entities as designated by
William J. Long.
2. Seller: F&D, pursuant to its rights as a secured
party as pledgee from the Debtor of the Shares.
3. Number of Shares: SLH Shares - 294,900
SLH Shares - 9,318
Total Shares - 304,218
4. Price per share: $2.15
Total price: $654,068.70 ("Purchase
Price")
Page 12 of 15
<PAGE> 13
5. Conditions, reps and warranties, etc.:
a. F&D's obligation to sell the Shares will be
conditioned on F&D being furnished the Enviroq Corporation Form 10-QSB for the
quarter ended September 28, 1996 (the "Form 10-QSB") as soon as practicable
following the filing of such form with the Securities and Exchange Commission,
and being satisfied that the financial condition of Enviroq Corporation, as
reflected by the financial statements contained in said Form 10-QSB, has not
materially improved from the financial position of Enviroq Corporation as
reflected by the financial statements contained in the Form 10-QSB dated as of
June 29, 1996, as previously provided to F&D. F&D shall have one week from the
date on which the Form 10-QSB is furnished to F&D to review said financial
statements and, if warranted, to provide written notice to Purchaser as to the
reason or reasons that this condition has not been satisfied; otherwise, this
condition will expire and be deemed waived. F&D shall have the right to
request additional documentation concerning the current operations of Enviroq
Corporation consistent with its rights as a shareholder.
b. Purchaser's obligation is contingent upon
obtaining, on terms satisfactory to Purchaser, financing (whether through
loans, investors or otherwise) to pay the Purchase Price for the Shares. F&D
shall have the right to request that this condition be waived by Purchaser 10
days after the expiration of the condition of financial acceptability described
in clause a. above, and if Purchaser will not waive or otherwise remove such
condition, within 72 hours after written demand therefor by F&D, then F&D will
no longer be obligated to sell the Shares to Purchaser. Purchaser's obligation
is further conditioned upon there no occurring any material adverse change in
the business, assets, liabilities, results of operations, financial condition
or prospects of Enviroq Corporation prior to the closing of the purchase and
sale of the Shares.
c. The sale by F&D, and the purchase by
Purchaser, of the Shares shall be made on an "as is, where is" basis, without
any representations, warranties, assurances or similar matters from or between
either of them to the other, with the exception that F&D will represent its
good title to and its right to sell the Shares to Purchaser. The agreement
will confirm that both Purchaser and Seller have independently satisfied
themselves as to the fairness of the Purchase Price, based upon a review of the
documentation available to date.
d. Obligations of each of the parties to this
letter agreement shall be subject to obtaining any necessary consents of third
parties and compliance with any and all laws applicable to the purchase and
sale of the Shares.
6. Documentation: Closing. At the closing, Purchaser
will deliver the Purchase Price to Seller for the Shares, and Seller will
deliver documents conveying title to the Shares to Purchaser, duly endorsed for
transfer or accompanied by properly executed stock powers, free and clear of
any liens or encumbrances, and the parties shall deliver to each other such
other documents and instruments as may be reasonably requested by the other
party and their counsel. The closing of the sale of the Shares will occur as
soon as possible following the satisfaction of the conditions of financial
acceptability (clause a. above)
Page 13 of 15
<PAGE> 14
and financing (clause b. above), but in any event no later than November 30,
1996. This letter agreement shall survive the closing and the purchase and
sale of the Shares.
7. Bankruptcy, Claim to Shares. In the event that a
bankruptcy should be filed against the Debtor, or either of them, or other
claim or proceeding should be asserted against F&D or the Purchaser relating to
the Shares on or before December 31, 1997, and as a consequence thereof a claim
or any other proceeding should be asserted against F&D or the Purchaser to
recover the Shares, their value, or similar, and such claim shall be
successfully prosecuted in a court of competent jurisdiction, Purchaser and F&D
agree that Purchaser shall have the right to rescind this transaction,
whereupon the parties shall be restored to the status quo as the same existed
immediately prior to the consummation of the sale of the Shares, in order that
the Shares may be returned to F&D and the Purchase Price returned to Purchaser.
Provided however, in no event shall F&D be required to refund or reimburse any
funds in excess of the then current fair market value of Enviroq stock or the
purchase price at time of rescission.
If the foregoing terms are acceptable, please sign and so
indicate below. If not earlier accepted by F&D, this offer will expire at 5:00
PM, Central Standard Time, on Friday, November 8, 1996.
Very truly yours,
/s/ William J. Long
William J. Long
Accepted and agreed this 8th day of November, 1996
FIDELITY AND DEPOSIT COMPANY
OF MARYLAND
By: /S/ JACK R. POCIASK
---------------------------------------------
Its: Managing Claim Attorney
--------------------------------------------
Page 14 of 15
<PAGE> 15
EXHIBIT II
The undersigned hereby states and agrees that the attached Schedule
13D to be filed with the Securities and Exchange Commission pursuant to the
Securities Act of 1934, as amended, is being filed on behalf of the
undersigned.
DATE: November 18, 1996
/s/ WILLIAM J. LONG
-----------------------------------------
William J. Long
The undersigned hereby states and agrees that the attached Schedule
13D to be filed with the Securities and Exchange Commission pursuant to the
Securities Act of 1934, as amended, is being filed on behalf of the
undersigned.
DATE: November 18, 1996
/s/ PATRICIA L. FORD
------------------------------------------
Patricia L. Ford
The undersigned hereby states and agrees that the attached Schedule
13D to be filed with the Securities and Exchange Commission pursuant to the
Securities Act of 1934, as amended, is being filed on behalf of the
undersigned.
DATE: November 18, 1996
/s/ JAMES I. FORD, III
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James I. Ford, III
Page 15 of 15
