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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
TCC Industries, Inc., formerly known as TeleCom Corporation
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(Name of Issuer)
Common Stock, $1.00 par value
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(Title of Class of Securities)
872254-10-7
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(CUSIP Number)
Lawrence W. Schumann, 3208 Riva Ridge Road, Austin,
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Texas 78746 , (512) 306-1427
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 11, 1997
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(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 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 less than five percent 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).
Page 1 of 20 pages
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CUSIP No. 872254-10-7
-----------
1) Name of Reporting Persons S.S. or I.R.S. Identification Nos of Above
Persons
Lawrence W. Schumann
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [x]
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3) SEC Use Only
-------------------------------------------------------------
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4) Source of Funds (See Instructions) Not applicable
--------------
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
Not applicable
--------------
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6) Citizenship or Place of Organization U.S. citizen
------------
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Number of Shares (7) Sole Voting Power None
Beneficially Owned (8) Shared Voting Power None
by Each Reporting (9) Sole Dispositive Power None
Person With (10) Shared Dispositive Power None
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11) Aggregate Amount Beneficially Owned by Each Reporting Person None
----
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
Not applicable
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13) Percent of Class Represented by Amount in Row (11) 0.0%
----
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14) Type of Reporting Person (See Instructions) IN
--
Page 2 of 20 pages
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CUSIP No. 872254-10-7
-----------
1) Name of Reporting Persons S.S. or I.R.S. Identification Nos of Above
Persons
Schumann/Muth Family Limited Partnership
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [x]
3) SEC Use Only
------------------------------------------------------------
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4) Source of Funds (See Instructions) Not applicable
--------------
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
Not applicable
--------------
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6) Citizenship or Place of Organization Texas
-----
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Number of Shares (7) Sole Voting Power None
Beneficially Owned (8) Shared Voting Power None
by Each Reporting (9) Sole Dispositive Power None
Person With (10) Shared Dispositive Power None
11) Aggregate Amount Beneficially Owned by Each Reporting Person None
----
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
Not applicable
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13) Percent of Class Represented by Amount in Row (11) 0.0%
----
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14) Type of Reporting Person (See Instructions) PN
--
Page 3 of 20 pages
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Item 1. Security and Issuer.
This Amendment No. 1 to Schedule 13D relates to the Common Stock, $1.00
par value per share, of TCC Industries, Inc. (the "Common Stock"), a Texas
corporation formerly known as TeleCom Corporation, (the "Company"). The
principal executive offices of the Company are located at 816 Congress Avenue,
Suite 1250, Austin, Texas 78701.
Item 2. Identity and Background.
This statement is filed on behalf of Lawrence W. Schumann and
Schumann/Muth Family Limited Partnership (collectively, the "Reporting
Persons"), who, without so admitting, may constitute a "group" for purposes of
Section 13(d) of the Securities and Exchange Act of 1934 and the regulations
promulgated thereunder. The Reporting Persons sold an aggregate of 142,000
shares of Common Stock to Walter A. DeRoeck and Chamois Family Partnership,
Ltd., for $2.26 per share, pursuant to that certain Stock Purchase Agreement
dated as of July 11, 1997.
The residence address of Mr. Schumann is 3208 Riva Ridge Road, Austin,
Texas 78746. Mr. Schumann's principal occupation is a business consultant, and
Mr. Schumann is the former Chairman of the Board of Directors, President and
Chief Executive Officer and a Director of the Company. Schumann/Muth Family
Limited Partnership is a family limited partnership formed under the laws of
the State of Texas, and the address of its principal office is 3208 Riva Ridge
Road, Austin, Texas 78746.
During the last five years, neither of the Reporting Persons has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors). During the last five years, neither of the Reporting Persons
has been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction, and as a result of such proceeding, was or is to
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 finding any violation with respect to such laws.
Mr. Schumann is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of Transaction.
Not applicable.
Item 5. Interest in Securities of the Issuer.
(a) Pursuant to the Stock Purchase Agreement described in Item 6,
each person named in Item 2 ceased to be the beneficial owners of any
securities identified in Item 1.
Page 4 of 20 pages
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(b) Neither person named in Item 2 has the sole power to vote or to
direct the vote, the shared power to vote or to direct the vote, the sole power
to dispose or to direct the disposition, or the shared power to dispose or to
direct the disposition of any securities identified in Item 1.
(c) The persons named in Item 2 (viz., Lawrence W. Schumann and
Schumann/Muth Family Limited Partnership) effected the following transaction
during the past sixty days: sale of 142,000 shares of Common Stock for $2.26
per share in cash to Walter A. DeRoeck and Chamois Family Partnership, Ltd.
pursuant to the terms and conditions of that certain Stock Purchase Agreement
made and entered into as of July 11, 1997 in Austin, Texas and attached hereto
as Exhibit B.
(d) To the knowledge of the Reporting Persons, Walter A. DeRoeck and
Chamois Family Partnership, Ltd. have the right to receive or the power to
direct the receipt of dividends from the securities sold in the transaction
described in Item 6. Nicki L. Schumann has the right to receive the proceeds
from the sale of 1,000 shares of the securities sold in the transaction
described in Item 6 and the right to receive as a tenant in common with
Lawrence W. Schumann the proceeds from the sale of 3,000 shares of the
securities sold in the transaction described in Item 6. Lauren Nicole Schumann
has the right to receive the proceeds from the sale of 2,000 shares of the
securities sold in the transaction described in Item 6.
(e) The Reporting Persons ceased to be the beneficial owner of more
than five percent of the class of securities on July 11, 1997.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
The persons named in Item 2 entered into the following agreement with
respect to the securities of the Company: Stock Purchase Agreement made and
entered into as of July 11, 1997 by and among Lawrence W. Schumann, Nicki L.
Schumann, Schumann/Muth Family Limited Partnership (collectively, the
"Sellers") and Walter A. DeRoeck and Chamois Family Partnership, Ltd.
(collectively, the "Purchasers"), whereby the Sellers sold to the Purchasers
142,000 shares of Common Stock for $2.26 per share.
Item 7. Material to be filed as Exhibits.
a. Joint Filing Agreement; and
b. Stock Purchase Agreement made and entered into as of July 11,
1997 by and among Lawrence W. Schumann, Nicki L. Schumann,
Schumann/Muth Family Limited Partnership, Walter A. DeRoeck and
Chamois Family Partnership, Ltd.
Page 5 of 20 pages
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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.
Dated: July 18, 1997
/s/ Lawrence W. Schumann
-------------------------------
Lawrence W. Schumann
Page 6 of 20 pages
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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.
Dated: July 18, 1997
SCHUMANN/MUTH FAMILY LIMITED
PARTNERSHIP
By: /s/ Lawrence W. Schumann
-------------------------------
Lawrence W. Schumann,
General Partner
Page 7 of 20 pages
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
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Sequentially
Exhibit Number Description Numbered Page
-------------- ----------- -------------
<S> <C> <C>
a Joint Filing Agreement 9
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b Stock Purchase Agreement made and entered into as of 10
July 11, 1997 by and among Lawrence W. Schumann, Nicki
L. Schumann, Schumann/Muth Family Limited Partnership,
Walter A. DeRoeck and Chamois Family Partnership, Ltd.
- --------------------------------------------------------------------------------------------
</TABLE>
Page 8 of 20 pages
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EXHIBIT A
JOINT FILING AGREEMENT
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In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the undersigned hereby agree to the joint filing on behalf of
each of them of a statement on Schedule 13D (including amendments thereto) with
respect to the Common Stock, $1 par value, of TCC Industries, Inc., formerly
known as TeleCom Corporation, and that this Agreement be included as an Exhibit
to such joint filing.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the 18th day of July, 1997.
/s/ Lawrence W. Schumann
------------------------------
Lawrence W. Schumann
SCHUMANN/MUTH FAMILY LIMITED
PARTNERSHIP
By: Its General Partner
/s/ Lawrence W. Schumann
------------------------------
Lawrence W. Schumann
Page 9 of 20 pages
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EXHIBIT B
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the "Agreement") is made and entered into
as of July 11, 1997 (the "Effective Date") by and among Lawrence W. Schumann
("Schumann"), Nicki L. Schumann, each of whom are residents of the State of
Texas, Schumann/Muth Family Limited Partnership, a Texas limited partnership
("S/MLP" and together with Schumann and Nicki L. Schumann, the "Sellers" and
each a "Seller"), and Walter A. DeRoeck, a resident of the State of Texas
("DeRoeck") and Chamois Family Partnership, Ltd., a Texas limited partnership
("Chamois") (DeRoeck together with Chamois, the "Purchasers" and each a
"Purchaser").
Purchasers desire to purchase from Sellers, and Sellers desire to sell
to Purchasers, 142,000 shares of Common Stock of TCC Industries, Inc. (the
"Company"), $1.00 par value per share (the "Stock"), with each Seller selling
the number of shares of Stock owned by such Seller as set forth opposite such
Seller's name on Annex 1 attached hereto, on the terms and conditions described
below. In order to effectuate such purchase and sale, Purchasers and Sellers
have entered into this Agreement.
1. Purchase and Sale. At the closing of the transactions
contemplated by this Agreement (the "Closing"), Sellers shall sell to
Purchasers, and Purchasers shall purchase from Sellers, 142,000 shares of Stock
(the "Purchased Shares"), free and clear of any liens, restrictions, adverse
claims or other encumbrances of any nature whatsoever ("Liens"), except for
restrictions on transfer described in the restrictive legends set forth on the
certificates representing the Purchased Shares ("Permitted Restrictions").
Each Purchaser shall purchase one-half of the Purchased Shares (i.e., 71,000
shares of Stock), at the purchase price of $2.26 per share, for a total of
$160,460.00 that each Purchaser shall pay to Sellers and an aggregate purchase
price for all the Purchased Shares (the "Purchase Price") of $320,920.00. The
Purchase Price shall be paid by Purchasers to Sellers on the date of the
Closing by Purchasers' delivery (i) to Sellers of immediately available funds
by federal funds wire transfers in the amounts allocated among Sellers and to
the accounts designated by Sellers in accordance with the wiring instructions
set forth on Annex 2 attached hereto and (ii) on behalf of Sellers, to
Purchasers' respective securities brokers of immediately available funds in the
aggregate amount of $22,600, which brokers will arrange a "trade done away"
transaction with Merrill Lynch & Co. on the Closing Date for an aggregate of
10,000 of the Purchased Shares held by Merrill Lynch & Co. as custodian or in
street name as indicated on Annex 1, at $2.26 per share, with settlement to be
made the regular way within three trading days following execution of the order
on the Closing Date, for credit to the account of Sellers with Merrill Lynch &
Co. as specified in the letter from Lawrence W. Schumann, dated July 10, 1997,
set forth as Annex 3 attached hereto.
2. Closing; Deliveries.
2A. Conditions to Closing. (i) Sellers' Conditions to
Closing. The obligation of Sellers to sell the Purchased Shares to Purchasers
is subject to the satisfaction as of the date of the Closing (the "Closing
Date") of each of the following: (a) all representations and warranties made by
Purchasers herein shall be true and correct on the Closing Date, and (b)
Purchasers shall have performed, satisfied and complied with all covenants
required to be performed, satisfied or complied with by
Page 10 of 20 pages
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Purchasers hereunder, including, without limitation, making all the deliveries
to be made by it under paragraph 2D below in accordance with the terms hereof.
(ii) Purchasers' Conditions to Closing. The obligation of
Purchasers to purchase the Purchased Shares from Sellers is subject to the
satisfaction as of the Closing Date of each of the following: (a) all
representations and warranties made by Sellers herein shall be true and correct
on the Closing Date and (b) Sellers shall have performed, satisfied and
complied with all covenants required to be performed, satisfied or complied
with by Sellers hereunder, including, without limitation, making all the
deliveries to be made by it under paragraph 2C below in accordance with the
terms hereof.
2B. Closing. The Closing shall occur on the Effective Date at
the offices of Edens Snodgrass Nichols & Breeland, P.C. in Austin, Texas.
2C. Sellers' Deliveries. At the Closing, Sellers shall
deliver or cause to be delivered to Purchasers (i) certificates representing
the Purchased Shares accompanied by stock powers of attorney duly executed in
blank (in form satisfactory to Purchasers) with signatures guaranteed, together
with such other documents and instruments as are required or appropriate in
order to transfer the Purchased Shares to Purchasers, free and clear of any
Liens, other than Permitted Restrictions, and (ii) an executed Mutual Release
and Waiver referenced in paragraph 2E below.
2D. Purchasers' Deliveries. At the Closing, Purchasers shall
(i) deliver the Purchase Price funds to Sellers in accordance with paragraph 1
above and (ii) execute and deliver the Mutual Release and Waiver referenced in
paragraph 2E below.
2E. Simultaneous Transactions. Purchasers and Sellers agree
that simultaneous with the consummation of the Closing of the purchase and sale
of the Purchased Shares on the Effective Date, DeRoeck, Robert Thomajan, a
resident of the State of Texas ("Thomajan") and Schumann shall execute a Mutual
Release and Waiver between DeRoeck and Thomajan, on the one hand, and Schumann,
on the other, and that Schumann shall, in writing, resign as an employee of the
Company and from all offices with the Company, including without limitation as
President and a Director of the Company, and as an employee, officer and
director of all of the subsidiaries and affiliates of the Company upon payment
to him by the Company of a severance payment in cash in the amount of
$288,481.92, upon the terms and conditions set forth in that certain Agreement
entered into as of July 2, 1997 by and between Schumann and the Company.
3. Representations and Warranties of Purchasers. Each
Purchaser, severally and not jointly, represents and warrants to Sellers as
follows:
(i) There are no actions, suits, proceedings or
judgments pending or, to the best of his or its knowledge, threatened against
or affecting such Purchaser that will prevent the consummation of the
transactions contemplated by this Agreement;
(ii) Such Purchaser is not the subject of any pending
or, to the best of his or its knowledge, threatened bankruptcy or insolvency
proceeding, whether voluntary or involuntary;
(iii) Purchaser's execution, delivery and performance of
this Agreement and
Page 11 of 20 pages
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any and all other documents to which such Purchaser is a party that are
necessary to consummate the transactions described herein (this Agreement and
such other documents collectively, the "Purchaser's Closing Agreements") will
not conflict with or result in any violation of or constitute a default under
any law, rule, regulation, agreement, instrument or obligation, or any
judgment, order or decree of any court or governmental body or agency, to which
such Purchaser is a party or to which or by which such Purchaser may be subject
or bound, and any consents or approvals to such Purchaser's purchase of the
Purchased Shares required to be obtained by such Purchaser under any of the
foregoing have been obtained; and no further action or approval is required in
order to constitute such Purchaser's Closing Agreements as the legal, valid,
binding and enforceable obligations of such Purchaser;
(iv) Such Purchaser has full power and authority to
enter into and perform his or its obligations under each of the Purchaser's
Closing Agreements; and each of such Purchaser's Closing Agreements is the
legal, valid and binding obligation of that Purchaser, enforceable against such
Purchaser in accordance with its terms;
(v) Each Purchaser is acquiring the Purchased Shares
for his or its own account as an investment and without an intent to distribute
the Purchased Shares;
(vi) Each Purchaser acknowledges that the Purchased
Shares have not been registered under the Securities Act of 1933, as amended,
or any state securities laws, and may not be resold or transferred by
Purchasers without appropriate registration or the availability of an exemption
from such requirements;
(vii) Each Purchaser has had an opportunity to make
inquiries concerning the Company and all matters relevant to an investment in
the Purchased Shares and has been given the opportunity to ask questions of,
and receive answers from, the Company concerning the Company, its business, the
Purchased Shares, the risks associated with an investment in the Purchased
Shares, and such additional information as such Purchaser deems necessary to
evaluate an investment in the Purchased Shares;
(viii) Each Purchaser has such knowledge and experience in
business and financial matters in general as to be capable of evaluating the
Company, its proposed activities, and the risks and merits of an investment in
the Purchased Shares;
(ix) Each Purchaser understands that no federal or state
agency has made any finding or determination as to the fairness of the offering
of the Purchased Shares nor any recommendation or endorsement of the Purchased
Shares; and
(x) Chamois is a limited partnership duly organized and
validly existing under the laws of the State of Texas (this representation is
made only by Chamois and not DeRoeck).
4. Representations and Warranties of Sellers. Each Seller,
severally and not jointly, represents and warrants to Purchasers as follows:
(i) S/MLP is a limited partnership duly organized and
validly existing under the laws of the State of Texas;
Page 12 of 20 pages
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(ii) There are no actions, suits, proceedings or
judgments pending or, to the best of their knowledge, threatened against or
affecting Sellers that will prevent the consummation of the transactions
contemplated by this Agreement;
(iii) Sellers are not the subject of any pending or, to
the best of their knowledge, threatened bankruptcy or insolvency proceeding,
whether voluntary or involuntary;
(iv) Sellers' execution, delivery and performance of
this Agreement and any and all other documents to which Sellers are parties
which are necessary to consummate the transactions described herein (this
Agreement and such other documents collectively, the "Sellers Closing
Agreements") will not conflict with or result in any violation of or constitute
a default under any law, rule, regulation, agreement, instrument or obligation,
or any judgment, order or decree of any court or governmental body or agency,
to which Sellers are parties or to which or by which Sellers may be subject or
bound, and any consents or approvals to Sellers' sale of the Purchased Shares
required to be obtained by Sellers under any of the foregoing have been
obtained by Sellers; and no further action or approval is required in order to
constitute the Sellers Closing Agreements as the legal, valid, binding and
enforceable obligation of Sellers;
(v) Sellers are the sole legal and beneficial owner of
the Purchased Shares in the amounts set forth on Annex 1 and the Purchased
Shares are free and clear of all Liens, other than Permitted Restrictions;
(vi) Sellers have full power and authority to enter into
and perform their obligations under each of the Sellers Closing Agreements; and
each of the Sellers Closing Agreements is the legal, valid and binding
obligation of Sellers, enforceable against Sellers in accordance with its
terms; and
(vii) The Purchased Shares constitute Sellers' only
equity interest in the Company or any of its subsidiaries or affiliates, and
upon consummation of the purchase of the Purchased Shares by Purchasers,
Sellers will not (x) own any interest in any form of capital stock of the
Company or any of its subsidiaries or affiliates, or in any instrument or right
exchangeable for or convertible into, any form of capital stock of the Company
or any of its subsidiaries of affiliates, or (y) own any right (vested or non-
vested) to, at any time, acquire any form of capital stock of the Company or
any of its subsidiaries or affiliates, or any instrument or right exchangeable
for or convertible into, any form of capital stock of the Company or any of its
subsidiaries or affiliates.
5. Indemnification.
5A. By Purchasers. Each Purchaser shall indemnify, save and
hold harmless Sellers, from and against any and all costs, losses, liabilities,
damages, lawsuits, deficiencies, claims and expenses (whether or not arising
out of third-party claims), including, without limitation, interest, penalties,
reasonable attorneys' fees and all amounts paid in investigation, defense or
settlement of any of the foregoing, (herein, the "Damages") incurred in
connection with or arising out of or resulting from any breach of any covenant
or warranty, or the inaccuracy of any representation, made by such Purchaser in
this Agreement or in any other agreement or instrument executed or delivered by
such Purchaser in
Page 13 of 20 pages
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connection herewith.
5B. By Sellers. Each Seller shall indemnify and save and hold
harmless Purchasers from and against any and all Damages incurred in connection
with or arising out of or resulting from any breach of any covenant or
warranty, or the inaccuracy of any representation, made by such Seller in this
Agreement or in any other agreement or instrument executed or delivered by such
Seller in connection herewith.
5C. Defense of Claims. If any lawsuit or enforcement action
is filed against any party entitled to the benefit of indemnity hereunder, or
if any such party receives notice of, or becomes aware of a condition or event
which otherwise entitles or may entitle such party to the benefit of any
indemnity hereunder (the "indemnified party"), written notice thereof shall be
given to the indemnifying party as promptly as practicable (and in any event
within five days after receipt of notice or service of a citation or summons);
provided, that the failure of any indemnified party to give timely notice shall
not affect rights to indemnification hereunder except to the extent that the
indemnifying party demonstrates damage caused by such failure. After such
notice, if the indemnifying party shall acknowledge in writing to the
indemnified party that the indemnifying party shall be obligated under the
terms of its indemnity hereunder in connection with such condition, event,
claim, lawsuit or action, then the indemnifying party shall be entitled, if it
so elects, to take control of the investigation, defense, settlement,
negotiation, or other resolution of such condition, event, claim, lawsuit or
action and to employ and engage attorneys of its own choice to handle and
defend the same, at the indemnifying party's cost, risk, and expense; and such
indemnified party shall cooperate in all reasonable respects with the
indemnifying party and such attorneys in the investigation, settlement,
negotiation, resolution or trial and defense of such condition, event, lawsuit
or action and any appeal arising therefrom; provided, that the indemnified
party may, at its own cost, participate in the investigation, settlement,
negotiation, resolution, or trial and defense of any lawsuit or action and any
appeal arising therefrom; and provided, further, that neither the indemnifying
party nor the indemnified party will settle, compromise or make any disposition
of any claim under this paragraph 5C which would or may result in liability to
the indemnified party or the indemnifying party, respectively, (i) without the
written consent of the indemnified party or the indemnifying party, as the
case may be, and (ii) without such settlement, compromise or other disposition
providing for a complete and final release of the indemnified party or the
indemnifying party, as the case may be, from and against any and all Damages
arising out of or relating to such claim.
6. Miscellaneous.
6A. Remedies. Any party having any rights under any provision
of this Agreement will be entitled to enforce such rights specifically, to
recover damages by reason of any breach of any provision of this Agreement and
to exercise all other rights granted by law or at equity.
6B. Survival of Representations and Warranties. All
representations and warranties contained herein or made in writing by any party
in connection herewith will survive the execution and delivery of this
Agreement, regardless of any investigation made by any party or on its behalf.
6C. Counterparts. This Agreement may be executed
simultaneously in two or more
Page 14 of 20 pages
<PAGE> 6
counterparts, any one of which need not contain the signatures of more than one
party, but all such counterparts taken together will constitute one and the
same Agreement.
6D. Governing Law and Venue. All questions concerning the
construction, validity and interpretation of this Agreement and the annexes
hereto will be governed by the internal law, and not the law of conflicts, of
the State of Texas. All matters litigated by, among, or between any of the
parties that involve this Agreement (whether in federal or state court) shall
be brought only in Austin, Travis County, Texas.
6E. Notices. All notices, demands or other communications to
be given or delivered under or by reason of the provisions of this Agreement
will be in writing and will be deemed to have been given either when delivered
personally (including delivery by an express delivery service or by facsimile
transmission during the recipient's normal business hours) or five business
days after having been mailed by certified or registered mail, return receipt
requested and postage prepaid, to the recipient. Such notices, demands and
other communications will be sent to Sellers or to Purchasers at the addresses
set forth below:
to Purchasers at: Walter A. DeRoeck
1301 Capital of Texas Highway, South
Suite B125
Austin, Texas 78746
Fax: (512) 329-5565
and
Chamois Family Partnership, Ltd.
c/o Robert Thomajan, General Partner
2900 Westlake Cove
Austin, Texas 78746
Fax: (512) 346-9921
with a copy (which shall not constitute notice to Purchasers) to:
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
1900 Frost Bank Plaza
816 Congress Avenue
Austin, Texas 78701
Attn: John Strickland
Fax: (512) 499-6290
to Sellers in care of: Lawrence W. Schumann
3208 Riva Ridge Road
Austin, Texas 78746
Page 15 of 20 pages
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with a copy (which shall not constitute notice to Sellers) to:
Ewbank & Byrom, P.C.
221 West Sixth Street
Suite 900
Austin, Texas 78701
Attn: Jim Ewbank
Fax: (512) 476-7770
or to such other address or to the attention of such other person as the
recipient party has specified by prior written notice to the sending party.
6F. Complete Agreement. This Agreement, together with the
documents and agreements referenced herein or attached as annexes hereto,
constitutes the entire agreement among the parties hereto with respect to the
subject matter hereof.
6G. Benefit of Agreement. Purchasers may not transfer or
assign any of their rights or obligations under this Agreement without the
prior written consent of Sellers. Sellers may not transfer or assign their
rights or obligations under this Agreement without Purchasers' prior written
consent. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs and successors and permitted assigns.
6H. Litigation Expense. In the event of litigation arising
out of or relating to claims under this Agreement, a prevailing party shall be
entitled to recover from a losing party all of its costs and expenses incurred
in connection with such litigation, including, without limitation, reasonable
fees and expenses of attorneys.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
Page 16 of 20 pages
<PAGE> 8
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
Effective Date.
PURCHASERS:
/s/ Walter A. DeRoeck
------------------------------------
Walter A. DeRoeck
Chamois Family Partnership, Ltd.
By Robert Thomajan
Its General Partner
/s/ Robert Thomajan
------------------------------------
SELLERS:
/s/ Lawrence W. Schumann
------------------------------------
Lawrence W. Schumann
/s/ Nicki L. Schumann
------------------------------------
Nicki L. Schumann
Schumann/Muth Family Limited
Partnership
By Lawrence W. Schumann
Its General Partner
/s/ Lawrence W. Schumann
------------------------------------
Page 17 of 20 pages
<PAGE> 9
SPOUSAL CONSENT
Each of the undersigned, as the spouse of a Seller, hereunto subscribes
his/her name in evidence of his/her agreement and consent to the disposition
made of any interest he/she has or may have, including any community property
interest, in the capital stock of TCC Industries, Inc., and its subsidiaries
and affiliates, referred to in the foregoing Agreement, and to all other
provisions of such Agreement.
/s/ Lawrence W. Schumann
------------------------------------
Lawrence W. Schumann
/s/ Nicki L. Schumann
------------------------------------
Nicki L. Schumann
Page 18 of 20 pages
<PAGE> 10
ANNEX 1
COMMON STOCK OWNED BY SELLERS
<TABLE>
<CAPTION>
Seller No. Shares
- ------ ----------
<S> <C> <C>
Lawrence W. Schumann
Certificate No. S 20391 17,000
Certificate No. S 20561 1,000
Certificate No. S 20204 2,000
Certificate No. S 19506 6,000
Certificate No. S 1108 300
Certificate No. S 995 200
Certificate No. S 16447 2,500
------
29,000
Lawrence W. Schumann, held by Merrill Lynch as
Custodian of Individual Retirement Account 7,000
Nicki L. Schumann, held by Merrill Lynch as
Custodian of Individual Retirement Account 1,000
Lawrence W. and Nicki L. Schumann,
Tenants in Common
Certificate No. S 934 1,000
Held by Merrill Lynch in street name 2,000 3,000
-----
Lawrence Schumann as Custodian for
Lauren Nicole Schumann Under the
Texas Uniform Gifts to Minors Act
Certificate No. S 19737 2,000
Schumann/Muth Family Limited Partnership
Certificate No. S 20203 31,000
Certificate No. S 20394 68,000
Certificate No. S 20531 1,000 100,000
------ -------
Total Shares 142,000
=======
</TABLE>
Page 19 of 20 pages
