<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)*
TEXFI INDUSTRIES, INC.
-------------------------------------------------
(Name of Issuer)
COMMON STOCK, $1.00 PAR VALUE PER SHARE
- --------------------------------------------------------------------------------
(Title of Class of Securities)
882895 10 5
-----------------
(CUSIP Number)
DAVID K. GRIFFEN
1ST FLOOR
KINGS COURT
BAY STREET
P. O. BOX N-3944
NASSAU, BAHAMAS
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
MAY 20, 1999
----------------------------------------------------
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) 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 8 Pages
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SCHEDULE 13D
-------------------------------
CUSIP NO. 882895 10 5 PAGE 2 OF 8 PAGES
-------------------------------
- --------- ----------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
WHITECROSS LIMITED
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
None
- --------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
- --------- ----------------------------------------------------------------------
3 SEC USE ONLY
- --------- ----------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
- --------- ----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(D) OR 2(E) [ ]
- --------- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas
- ------------------------- ------- ----------------------------------------------
7 SOLE VOTING POWER
-0-
NUMBER OF ------- ----------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 3,938,971
OWNED BY ------- ----------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON ------- ----------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
3,938,971
- --------- ----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,938,971
- --------- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- --------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.16%*
- --------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
- --------- ----------------------------------------------------------------------
*Based on 10,059,098 shares of Common Stock outstanding because (i) 8,859,098
shares of Common Stock were outstanding as of May 20, 1999 and (ii) if
Whitecross exercises its option to purchase an additional 1,200,000 shares,
such shares will be added to the outstanding shares of Common Stock.
Page 2 of 8 Pages
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SCHEDULE 13D
-------------------------------
CUSIP NO. 882895 10 5 PAGE 2 OF 8 PAGES
-------------------------------
- --------- ----------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
Chandra Sekar
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
None
- --------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
- --------- ----------------------------------------------------------------------
3 SEC USE ONLY
- --------- ----------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
- --------- ----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(D) OR 2(E) [ ]
- --------- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Indonesia
- --------- ----------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
NUMBER OF ------- ----------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 3,938,971
OWNED BY ------- ----------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON ------- ----------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
3,938,971
- --------- ----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,938,971
- --------- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- --------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.16%*
- --------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
- --------- ----------------------------------------------------------------------
*Based on 10,059,098 shares of Common Stock outstanding because (i) 8,859,098
shares of Common Stock were outstanding as of May 20, 1999 and (ii) if
Whitecross exercises its option to purchase an additional 1,200,000 shares,
such shares will be added to the outstanding shares of Common Stock.
Page 3 of 8 Pages
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ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock ("Common Stock"), par value
$.01 per share, of Texfi Industries, Inc. ("Texfi"), a Delaware corporation. The
principal executive offices of Texfi are located at 1430 Broadway - 13th Floor,
New York, New York 10018.
ITEM 2. IDENTITY AND BACKGROUND
The person filing this statement is Whitecross Limited ("Whitecross"),
a Bahamian corporation. Whitecross is ultimately owned by Mr. Chandra Sekar (the
"Investor"), an Indonesian citizen.
Whitecross is an investment holding company. Whitecross holds no other
investments or engages in any other activities at this time.
The principal executive offices of Whitecross are located 1st Floor,
King's Court, Bay Street, P.O. Box N-3944, Nassau, Bahamas. The address of the
Investor's principal residence is 53A Oakleigh Park North, Whetstone, London
N20NAT. The occupation of the Investor is to act as an investor on his own
behalf and Chairman of Euro Trade and Foraiting Company Limited, a London-based
Company with principal executive offices at 9 King Street, 3rd Floor, London
EC2V8EA.
The name, business address, present principal occupation and
citizenship of each executive officer and director of Whitecross are attached on
Exhibit A hereto.
During the past five years, neither Whitecross, the Investor nor, to
the best of Whitecross' knowledge, any of Whitecross' directors or executive
officers, has been (i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) 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 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On May 20, 1999 Whitecross was assigned 1,268,300 million shares of
Common Stock by Vantage Enterprises (the "Assignment") for $1,902,450 million in
cash.
Pursuant to a Stock Purchase Agreement (the "Agreement") dated May 20,
1999 between the Whitecross, Chadburne Corporation, Mentamore Holdings
Corporation and Messrs. Kramer and Remley, a copy of which is attached to this
Schedule 13D as Exhibit B agreed to purchase an aggregate of 2,670,671 shares of
Common Stock of Whitecross (the "Purchased Shares"). The aggregate purchase
price payable by Whitecross for the Purchased Shares was $3,431,123 in cash.
Page 4 of 8 Pages
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ITEM 4. PURPOSE OF TRANSACTION
The purpose of the Assignment and Acquisition was to acquire the Common
Stock for investment purposes. Whitecross and the Investor intend to hold this
acquisition for investment purposes.
Except as described in this Item 4 and elsewhere in this Schedule 13D,
neither Whitecross, the Investor, nor any of the executive officers or directors
of Whitecross has formulated any plans or proposals which relate to or would
result in: (i) the acquisition by any person of additional securities of Texfi,
or the disposition of securities of Texfi; (ii) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation involving Texfi;
(iii) a sale or transfer of a material amount of the assets of Texfi; (iv) any
material change in the present capitalization or dividend policy of Texfi; (v)
any other material change in Texfi's business or corporate structure; (vi)
changes in Texfi's charter, by-laws or instruments corresponding thereto or
other actions which may impede the acquisition of control of Texfi by any
person; (vii) causing a class of securities of Texfi to be delisted from a
national securities exchange or cease to be authorized to be quoted in an
interdealer quotation system of a registered national securities association;
(viii) causing a class of equity securities of Texfi to become eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or (ix) any action similar to those enumerated
above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Whitecross beneficially owns 3,938,971 shares of Common Stock,
which represents 39.16% of the Common Stock (based on the
representation by Texfi that 8,859,098 shares of Common Stock
were outstanding as of May 20, 1999). None of the persons
named in Exhibit B hereto beneficially own any shares of
Common Stock. The Investor beneficially owns 2,670,671 shares
of Common Stock because he ultimately owns all outstanding
shares of Whitecross.
(b) Whitecross has the power to vote, direct, dispose of and to
direct the disposition of the Shares. The Investor ultimately
controls Whitecross.
(c) None.
(d) None.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SECURITIES OF THE ISSUER
With the exception of the Assignment and Agreement referred to in Item
3 of this Schedule 13D, upon its effectiveness, no contracts, arrangements,
understandings or relationships (legal or otherwise) exist among the persons
named in Item 2 of this Schedule 13D or between such persons and any other
person with respect to any securities of the Company, including but not limited
to transfer or voting of any such securities, finder's fees, joint ventures,
loan or option arrangements,
Page 5 of 8 Pages
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puts or calls, guarantees of profits, divisions of profits or loss, or the
giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A Name, business address, present principal occupation
and citizenship of each executive officer and
director of Whitecross Limited.
Exhibit B Stock Purchase Agreement dated May 21, 1999 between
Whitecross Limited, Chadburne Corporation, Mentamore
Holdings Corporation, and Messrs. Kramer and Remeley
Page 6 of 8 Pages
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SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the information set forth in this statement is true, complete and
correct.
Dated: June 1, 1999. WHITECROSS LIMITED
By: /s/ S. Cubbon
------------------------------
Name: Susan Cubbon for Premier
Management Limited
-----------------------------
Title: Director
-----------------------------
CHANDRA SEKAR
By: /s/ Chandra Sekar
-----------------------------
Name: Chandra Sekar
Page 7 of 8 Pages
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EXHIBIT INDEX
Exhibit
A Name, business address, present principal occupation and citizenship of
each executive officer and director of Whitecross Limited.
B Stock Purchase Agreement dated May 20, 1999 between Whitecross Limited,
Chadburne Corporation, Mentamore Holdings Corporation, and Messrs.
Kramer and Remeley
Page 8 of 8 Pages
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EXHIBIT 99.A
EXHIBIT A
EXECUTIVE OFFICERS AND DIRECTORS OF
WHITECROSS LIMITED
The following sets forth information with respect to the executive
officers and directors of Whitecross Limited.
PREMIER MANAGEMENT LIMITED is a West Indies entity and is the address
of its principal office is P.O. Box 556, Main Street, Charlestown, Nevis, West
Indies. Premier Management Limited is a director of Whitecross. Premier
Management Limited has no occupation because it is an entity.
PREMIER ADMINISTRATION LIMITED is a West Indies entity and is the
address of its principal office is P.O. Box 556, Main Street, Charlestown,
Nevis, West Indies. Premier Administration Limited is a director of Whitecross.
Premier Administration Limited has no occupation because it is an entity.
PREMIER SECRETARIAL SERVICES LIMITED is a Turks and Caicos Islands
entity and is the address of its principal office is Britanaic House,
Providenciales, Turks and Caicos Islands B.W.I.. Premier Secretarial Services
Limited is the Secretary of Whitecross. Premier Secretarial Services Limited has
no occupation because it is an entity.
<PAGE> 1
EXHIBIT 99.B
EXHIBIT B
STOCK PURCHASE AGREEMENT
<PAGE> 2
EXECUTION COPY
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT is entered into on this 20th day of May,
1999, by and among WHITECROSS LIMITED, an entity organized under the laws of the
Bahamas, (the "Purchaser"), and WILLIAM L. REMLEY, a resident of the State of
New York ("Remley"), CHADBOURNE CORPORATION, a Delaware corporation
("Chadbourne"), MENTMORE HOLDINGS CORPORATION, a Delaware corporation
("Mentmore"), and RICHARD L. KRAMER, a resident of the State of Florida
("Kramer"). The "Sellers" means Remley, Chadbourne and Mentmore, collectively
(each, individually, a "Seller").
BACKGROUND
WHEREAS, the Purchaser desires, upon the terms and conditions
hereinafter set forth, to purchase shares of common stock ("Texfi Common
Stock"), par value $.01 per share, of Texfi Industries, Inc., a Delaware
corporation ("Texfi"), owned by Remley and Chadbourne and all of the options to
purchase shares of Texfi Common Stock owned by Chadbourne and Mentmore;
WHEREAS, 1,105,800 shares of Texfi Common Stock (the "Pledged Shares")
owned by Chadbourne and represented by certificate numbers TS 9225 and TS 7951
for 181,800 and 924,000 shares of Texfi Common Stock, respectively, are pledged
to The Irrevocable Inter Vivos Trust for the Benefit of the Kramer Children (the
"Pledge");
WHEREAS, the Pledge will be satisfied by Chadbourne in accordance with
its terms and will be released on May 15, 2003 (the "Release Date"), at which
time the Pledged Shares will be transferred to the Purchaser with good and
marketable title, free and clear of all Liens;
WHEREAS, the Sellers desire, upon the terms and conditions hereinafter
set forth, to sell the shares, options and Pledged Shares to the Purchaser; and
WHEREAS, the Purchaser is unwilling to complete the transaction without
the guaranty of Kramer hereafter set out and Kramer agrees to give his guaranty
in order to cause the Purchaser to complete the transaction.
AGREEMENT
NOW, THEREFORE, in consideration of the promises and of the respective
covenants and agreements contained herein, and other good and valuable
consideration, receipt whereof being hereby acknowledged, the Purchaser, the
Sellers and Kramer agree as follows:
<PAGE> 3
ARTICLE 1
PURCHASE AND SALE OF THE SHARES
1.1 Purchase and Sale of the Shares, Options and Pledged Shares.
The Purchaser agrees to purchase from each Seller at the Closing (as defined
below), and each Seller agrees to sell to the Purchaser at that time, the number
of shares (the "Shares") of Texfi Common Stock and the number of options (the
"Options") to purchase Texfi Common Stock set forth opposite such Seller's name
on SCHEDULE A hereto. Each Seller shall convey, and the Purchaser shall purchase
such Seller's Shares and such Seller's Options at the Closing, free and clear of
any and all Liens. The Purchaser agrees to purchase the Pledged Shares from
Chadbourne at the Closing, Chadbourne agrees to sell the Pledged Shares to the
Purchaser at that time and Chadbourne agrees to delivery the Pledged Shares on
or prior to the Release Date in accordance with Section 1.5 hereof. Each Seller
shall deliver at Closing the stock certificates representing such Seller's
Shares, together with stock powers in favor of the Purchaser with signatures
guaranteed by a bank or a member of the New York Stock Exchange, and such
Seller's original Options and option agreements together with assignments in
form and substance satisfactory to the Purchaser.
1.2 Purchase Price. The purchase price (the "Purchase Price") for
the Shares, Options and Pledged Shares to be purchased from the Sellers
hereunder is Three Million Four Hundred Thirty-One Thousand One Hundred and
Twenty-Three Dollars ($3,431,123).
1.3 Payment of Purchase Price. The parties hereby agree that the
Purchaser has paid the Purchase Price to the Sellers. Each of the Sellers does
hereby expressly acknowledge receipt of the full amounts to which such Seller is
due hereunder and does further agree that the Purchaser has no further
obligation to make any payment to such Seller pursuant to this Agreement or
otherwise. In the event the Closing of this Agreement does not occur as provided
herein, the Sellers shall immediately return the Purchase Price to the
Purchaser.
1.4 Closing. The transactions provided for herein shall be
consummated at a closing (the "Closing"), which shall occur with the execution
and delivery of this Agreement by each of the parties via facsimile to Alston &
Bird LLP at (404) 881-4777 and the delivery of all of the items referred to in
this Article 1 to Alston & Bird LLP at its offices in Atlanta Georgia. It is
contemplated that the items will be delivered as soon as possible and that the
Closing will occur when the last such item is so delivered. It is a condition of
this transaction that the Closing must occur no later than May 28, 1999, and
each party agrees to use its or his best efforts to complete the Closing by such
date.
1.5 Release of Pledge.
(a) Chadbourne shall comply fully with all of the obligations
related to the Pledged Shares so that Chadbourne shall have eliminated the
Pledge on or before the
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Release Date. Chadbourne shall use its reasonable efforts to have the Pledge
Shares released from the Pledge as soon as possible. Chadbourne may deliver good
and marketable title to other shares of Texfi Common Stock, free and clear of
all Liens, in place of the Pledged Shares on a one for one basis at any time and
from time to time, subject to compliance with all laws, rules and regulations
applicable to Chadbourne, and such shares shall be deemed to replace the Pledged
Shares to the extent of such shares, with the Purchaser's releasing any such
Pledged Shares for which the Purchaser has accepted substituted shares.
Simultaneously with the elimination of the Pledge and in any event no later than
the Release Date, Chadbourne shall deliver the stock certificates representing
the Pledged Shares to the Purchaser and, at such time, shall transfer the
Pledged Shares to the Purchaser so that the Purchaser shall have good and
marketable title to the Pledged Shares, free and clear of all Liens.
(b) Chadbourne does hereby agree that the Purchaser shall be
entitled to all dividends and other distributions on the Pledged Shares and to
the voting rights of the Pledged Shares from the Closing until good and
marketable title to the Pledged Shares, free and clear of all Liens, are
delivered to the Purchaser as provided above. Any and all dividends and other
distributions related to the Pledged Shares shall be promptly delivered to the
Purchaser, free and clear of all Liens, and Chadbourne, by this Agreement, does
hereby direct Texfi to make all such dividends and distributions with respect to
the Pledged Shares directly to the Purchaser. In the event the Pledged Shares
are converted into other stock, securities or property (including, but not
limited to, cash) pursuant to any action or transaction and such stock,
securities or property remain subject to the Pledge, such stock, securities or
property shall be deemed to be Pledged Shares hereunder.
(c) Chadbourne shall deliver an irrevocable proxy in substantially
the form of EXHIBIT A hereto to the Purchaser at the Closing.
(d) If for any reason, at any time, (i) the Purchaser shall not be
fully entitled both to all distributions on the Pledged Shares and the vote of
the Pledged Shares or (ii) Chadbourne should not be the sole owner and holder of
the Pledged Shares, subject only to the Pledge, or (iii) Chadbourne shall not be
the registered owner of the Pledged Shares on the books and records of Texfi or
its transfer agent, or (iv) Chadbourne shall fail to deliver the Pledged Shares
as provided above, Chadbourne shall immediately be deemed to have defaulted
hereunder, shall be obligated to deliver good and marketable title to the
Pledged Shares, free and clear of all Liens, to the Purchaser and shall be
subject to all remedies at law or at equity that may be available to the
Purchaser for Chadbourne's breach of this Agreement.
1.6 Personal Guaranty. Kramer hereby, irrevocably and
unconditionally, guarantees the delivery by Chadbourne of good and marketable
title to the Pledged Shares, free and clear of all Liens, at the date that such
Pledged Shares must be so delivered by Chadbourne to the Purchaser as provided
in the foregoing Section, whether on the Release Date or pursuant to a default
as provided therein, and agrees that he shall be obligated to deliver to the
Purchaser a number of shares of Texfi Common Stock equal
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to the number of Pledged Shares at such time to the extent Chadbourne fails to
deliver such Pledged Shares. The liability of Kramer under this Section 1.6
shall be absolute and unconditional in accordance with its terms and shall
remain in full force and effect without regard to, and shall not be released,
suspended, discharged, terminated or otherwise affected by, any circumstance or
occurrence whatsoever, including but not limited to any amendments,
modifications or waivers with respect to Chadbourne's obligations hereunder and
any bankruptcy or other proceedings affecting Chadbourne. Kramer hereby
irrevocably waives acceptance hereof, presentment, demand, protest and any
notice, as well as any requirement that at any time any action be taken by the
Purchaser against Chadbourne, and hereby agrees that action may be taken against
Kramer or Chadbourne or both hereunder, including but not limited to any action
against Kramer to enforce the Purchaser's rights hereunder relative to Kramer
without taking any action against Chadbourne.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF REMLEY
Remley hereby represents and warrants to the Purchaser as follows:
2.1 Legal Status; Title to Shares.
(a) Remley is an individual residing in the state listed in the
first paragraph.
(b) The Shares owned by Remley are duly and validly issued and
outstanding and are fully paid and nonassessable. Neither Remley nor the Shares
owned by Remley are subject to any arrangement, commitment or agreement, written
or oral, affecting such Shares.
(c) Remley is the owner of all right, title and interest (legal
and beneficial) in and to the Shares owned by Remley, free and clear of any
mortgage, pledge, security interest, encumbrance, lien, claim or charge of any
kind, whether voluntary or involuntary, including any conditional sale or other
title retention agreement, and the filing of, or agreement to give, any
financing statement under the Uniform Commercial Code of any jurisdiction
("Liens"). Upon delivery of the certificate representing the Shares to be sold
by Remley hereunder, good, valid and marketable title to such Shares, free and
clear of all Liens, will be transferred to the Purchaser.
2.2 Power and Authority. Remley has the full power, capacity and
authority necessary to enter into and perform his obligations under this
Agreement and to consummate the transactions contemplated hereby.
4
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ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF CHADBOURNE
Chadbourne hereby represents and warrants to the Purchaser as follows:
3.1 Legal Status; Title to Shares, Options and Pledged Shares.
(a) Chadbourne is a corporation duly organized, validly
existing and in good standing under the laws of the state listed in the first
paragraph.
(b) The Shares owned by Chadbourne and the Pledged Shares
are duly and validly issued and outstanding and are fully paid and
nonassessable. The Options owned by Chadbourne are duly and validly issued and
outstanding. Neither Chadbourne nor the Shares or Options owned by Chadbourne or
the Pledged Shares are subject to any arrangement, commitment or agreement,
written or oral, affecting the Stock or the Options.
(c) Except for the Pledge, Chadbourne is the owner of all
right, title and interest (legal and beneficial) in and to the Shares and
Options owned by Chadbourne and the Pledged Shares, free and clear of any Liens.
Upon delivery of the certificates representing the Shares to be sold by
Chadbourne and the Pledged Shares, and the option agreement related to the
Options and the Options to be sold by Chadbourne hereunder as provided in
Article 1, good, valid and marketable title to such Shares, such Options and the
Pledged Shares, free and clear of all Liens, will be transferred to the
Purchaser.
(d) Attached to this Agreement are true, correct, and
complete copies of the Options and the option agreement with respect to the
Options. The Options are binding and valid obligations of Texfi and there is no
default thereunder. The Options exercise price is $1.25833. The Options are
freely assignable.
3.2 No Violation. The execution, delivery and performance by
Chadbourne of this Agreement or any other instrument or document executed and
delivered hereunder by Chadbourne: (a) do not conflict with Chadbourne's
Articles of Incorporation or Bylaws, (b) do not violate any law, rule,
regulation or ordinance, or any order or ruling of any court or governmental
entity applicable to Chadbourne.
3.3 Power and Authority. Chadbourne has the full power, capacity
and authority necessary to enter into and perform its obligations under this
Agreement and to consummate the transactions contemplated hereby.
3.4 Due Authorization; Validity; Enforceability. This Agreement is
hereby duly executed and delivered, and constitutes legal, valid and binding
obligations of Chadbourne, enforceable in accordance with its terms, except as
enforcement thereof may be limited by the effect of bankruptcy, insolvency,
reorganization, moratorium and other
5
<PAGE> 7
similar laws affecting the rights and remedies of creditors, and the effects of
general principles of equity, whether applied by a court of law or equity.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF MENTMORE
Mentmore hereby represents and warrants to the Purchaser as follows:
4.1 Legal Status; Title to Shares.
(a) Mentmore is a corporation duly organized, validly
existing and in good standing under the laws of the state listed in the first
paragraph.
(b) The Options owned by Mentmore are duly and validly
issued and outstanding. Neither Mentmore nor the Options owned by Mentmore are
subject to any arrangement, commitment or agreement, written or oral, affecting
the Options.
(c) Mentmore is the owner of all right, title and
interest (legal and beneficial) in and to the Options owned by Mentmore, free
and clear of any Liens. Upon delivery of the Option Agreement representing the
Options to be sold by Mentmore, good, valid and marketable title to such
Options, free and clear of all Liens, will be transferred to the Purchaser.
(d) Attached to this Agreement are true, correct, and complete
copies of the Options and the option agreement with respect to the Options. The
Options are binding and valid obligations of Texfi and there is no default
thereunder. The Options exercise price is $1.25833. The Options are freely
assignable.
4.2 No Violation. The execution, delivery and performance by
Mentmore of this Agreement or any other instrument or document executed and
delivered hereunder by Mentmore: (a) do not conflict with its Articles of
Incorporation or Bylaws, (b) do not violate any law, rule, regulation or
ordinance, or any order or ruling of any court or governmental entity applicable
to Mentmore.
4.3 Power and Authority. Mentmore has the full power, capacity and
authority necessary to enter into and perform its obligations under this
Agreement and to consummate the transactions contemplated hereby.
4.4 Due Authorization; Validity; Enforceability. This Agreement is
hereby duly executed and delivered, and constitutes legal, valid and binding
obligations of Mentmore, enforceable in accordance with its terms, except as
enforcement thereof may be limited by the effect of bankruptcy, insolvency,
reorganization, moratorium and other similar laws affecting the rights and
remedies of creditors, and the effects of general principles of equity, whether
applied by a court of law or equity.
6
<PAGE> 8
ARTICLE 5
GENERAL PROVISIONS
5.1 Counterparts. This Agreement may be executed in two (2) or
more counterparts, all of which shall be considered one and the same agreement,
and shall become effective when one counterpart has been signed by each party
and delivered to the other party hereto.
5.2 Integration of Agreement. This Agreement supersedes all prior
agreements, oral and written, between the parties hereto with respect to the
subject matter hereof. Neither this Agreement, nor any provision hereof, may be
changed, waived, discharged, supplemented, or terminated orally, but only by an
agreement in writing signed by the party against which the enforcement of such
change, waiver, discharge, or termination is sought.
5.3 Governing Law. This Agreement shall be construed under the
laws of the State of Delaware, United States of America.
5.4 Partial Invalidity. Whenever possible, each provision hereof
shall be interpreted in such manner as to be effective and valid under
applicable law, but in case any one or more of the provisions contained herein
shall, for any reason, be held to be invalid, illegal, or unenforceable in any
respect, such invalidity, illegality, or unenforceability shall not affect any
other provisions of this Agreement, and this Agreement shall be construed as if
such invalid, illegal, or unenforceable provision or provisions had never been
contained herein unless the deletion of such provision or provisions would
result in such a material change as to cause completion of the transactions
contemplated hereby to be unreasonable.
5.5 Assignment. This Agreement may be assigned in whole or in part
by the Purchaser at any time and from time to time. This Agreement may not be
assigned by any Seller or by Kramer without the written consent of the Purchaser
and any such Seller or Kramer shall remain liable hereunder after any such
approved assignment.
5.6 Legal Fees. If any party shall bring any legal action or
actions to enforce any provisions of this Agreement, the non-prevailing party
shall be obligated to pay all costs and expenses of such action, including
reasonable legal fees incurred by the prevailing party or parties.
5.7 Facsimile Signatures. Execution and delivery of this
Agreement, or any other agreements to be entered into in connection with this
Agreement, by exchange of facsimile copies bearing the facsimile signature of a
signatory hereto or thereto, as applicable, shall constitute a valid and binding
execution and delivery of this Agreement, or such other agreements, as
applicable, by such signatory. Such facsimile copies shall constitute
enforceable original documents.
7
<PAGE> 9
IN WITNESS WHEREOF, each party hereto has caused this Agreement to be
executed on its behalf by its duly authorized officer, all as of the day and
year first above written.
PURCHASER:
WHITECROSS LIMITED
By: /s/ X on behalf of
-------------------------------------
Name: Premier Management Limited
-----------------------------------
Title: Directors
----------------------------------
SELLERS:
/s/ William L. Remley
----------------------------------------
William L. Remley
CHADBOURNE CORPORATION
By: /s/ William L. Remley
-------------------------------------
Name: William L. Remley
----------------------------------
Title: President
----------------------------------
MENTMORE HOLDINGS CORPORATION
By: /s/ William L. Remley
------------------------------------
Name: William L. Remley
-----------------------------------
Title: President
---------------------------------
KRAMER:
/s/ Richard L. Kramer
----------------------------------------
Richard L. Kramer
8
<PAGE> 10
SCHEDULE A
Shares and Options Sold under This Agreement
<TABLE>
<CAPTION>
-------------------------------------------------------------------------
Seller's Name Number of Shares
-------------------------------------------------------------------------
<S> <C>
William L. Remley 31,471
-------------------------------------------------------------------------
Chadbourne Corporation 333,400
-------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------
Seller's Name Number of Options
-------------------------------------------------------------------------
<S> <C>
Chadbourne Corporation 600,000
-------------------------------------------------------------------------
Mentmore Holdings Corporation 600,000
-------------------------------------------------------------------------
</TABLE>
9
