SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 8)
Belcor Inc.
(Name of Issuer)
Common Stock, $.10 par value
(Title of Class of Securities)
0774430 20 8
(CUSIP Number)
Theresa C. Morris, Secretary,
Coastal Capital Partners, L.P.,
101 Morgan Lane, Suite 180,
Plainsboro, NJ 08536
Christian S. Herzeca, Esq.,
Kramer, Levin, Naftalis & Frankel
919 Third Avenue
New York, NY 10022
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 11, 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: |_|
Page 1 of 59 Pages
Exhibit Index appears on Page 25
<PAGE>
SCHEDULE 13D
CUSIP No. 0774430 20 8
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Coastal Capital Partners, L.P. 22-3348638
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
22,411,609 shares of Common Stock
NUMBER OF Warrants to acquire 1,063,332 shares of Common Stock
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 51,030 shares of Common Stock
EACH REPORTING Warrants to acquire 925,000 shares of Common Stock
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
22,411,609 shares of Common Stock
Warrants to acquire 1,063,332 shares of Common Stock
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,462,639 shares of Common Stock
Warrants to acquire 1,988,332 shares of Common Stock
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
81.6%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
Page 2 of 59 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 0774430 20 8
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Coastal Capital Partners, Inc. 22-3291782
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF - 0 -
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 22,462,639 shares of Common Stock
EACH REPORTING Warrants to acquire 1,988,332 shares of Common Stock
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
22,411,609 shares of Common Stock
Warrants to acquire 1,063,332 shares of Common Stock
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,462,639 shares of Common Stock
Warrants to acquire 1,988,332 shares of Common Stock
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
81.6% (See Item 5)
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
Page 3 of 59 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 0774430 20 8
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Philip L. Yang, Jr. ###-##-####
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS
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
Philippines
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF - 0 -
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 22,462,639 shares of Common Stock
EACH REPORTING Warrants to acquire 1,988,332 shares of Common Stock
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
22,411,609 shares of Common Stock
Warrants to acquire 1,063,332 shares of Common Stock
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,462,639 shares of Common Stock Warrants
to acquire 1,988,332 shares of Common Stock
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
81.6% (See Item 5)
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
Page 4 of 59 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 0774430 20 8
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael Y. Gan ###-##-####
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS
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
Philippines
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF - 0 -
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY
EACH REPORTING Warrants to acquire 150,000 shares of Common Stock
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
Warrants to acquire 150,000 shares of Common Stock
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
- 0 -
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Warrants to acquire 150,000 shares of Common Stock
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5% See Item 5
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
Page 5 of 59 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 0774430 20 8
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Theresa C. Morris ###-##-####
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS
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
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF - 0 -
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY
EACH REPORTING Warrants to acquire 150,000 shares of Common Stock
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
Warrants to acquire 150,000 shares of Common Stock
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
- 0 -
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Warrants to acquire 150,000 shares of Common Stock
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5% See Item 5
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
Page 6 of 59 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 0774430 20 8
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Donald M. Leibsker ###-##-####
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS
00
- --------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF - 0 -
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 51,030 shares of Common Stock
EACH REPORTING Warrants to acquire 475,000 shares of Common Stock
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
51,030 shares of Common Stock
Warrants to acquire 475,000 shares of Common Stock
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
- 0 -
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51,030 shares of Common Stock
Warrants to acquire 475,000 shares of Common Stock
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8% See Item 5
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
Page 7 of 59 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 0774430 20 8
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
M. Douglas Caffey ###-##-####
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS
00
- --------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF - 0 -
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY
EACH REPORTING Warrants to acquire 50,000 shares of Common Stock
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
Warrants to acquire 50,000 shares of Common Stock
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
- 0 -
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Warrants to acquire 50,000 shares of Common Stock
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2% See Item 5
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
Page 8 of 59 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 0774430 20 8
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
K. Glenn Cole
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS
00
- --------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF - 0 -
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY
EACH REPORTING Warrants to acquire 100,000 shares of Common Stock
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
Warrants to acquire 100,000 shares of Common Stock
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
- 0 -
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Warrants to acquire 100,000 shares of Common Stock
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4% See Item 5
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
Page 9 of 59 Pages
<PAGE>
Amendment No. 8 to Schedule 13D
This statement amends the Statement on Schedule 13D, dated October 27,
1994, Amendment No. 1 thereto, dated October 3, 1995, Amendment No. 2 thereto,
dated October 10, 1995, Amendment No. 3 thereto, dated November 20, 1995,
Amendment No. 4 thereto, dated May 29, 1996, Amendment No. 5 thereto, dated July
2, 1996, Amendment No. 6 thereto, dated August 29, 1996 and Amendment No. 7
thereto, dated October 4, 1996 (together, the "Schedule 13D"), filed by Coastal
Capital Partners, L.P., a Delaware limited partnership ("Coastal LP"), Coastal
Capital Partners, Inc. a Delaware corporation ("Coastal GP"), the sole general
partner of Coastal LP, Philip L. Yang, Jr. ("Yang"), the chairman of the Board
of Directors and sole shareholder of Coastal GP, Michael Y. Gan ("Gan"), Theresa
C. Morris ("Morris"), Donald M. Leibsker ("Leibsker"), M. Douglas Caffey
("Caffey") and K. Glenn Cole ("Cole") (collectively, the "Filing Persons"),with
respect to the Common Stock, $0.10 par value (the "Common Stock") of Belcor
Inc.,a California corporation (the "Company"). Notwithstanding this amendment
No. 8, the Schedule 13D speaks as of its date. Capitalized terms used herein
without definition have the meanings ascribed to them in the Schedule 13D.
Item 1. Security and Issuer.
The information set forth in Item 1 of Amendment No. 4 is incorporated
herein by reference.
Item 2. Identity and Background.
The information set forth in Item 2 of Amendment No. 6 is incorporated
herein by reference.
Item 3. Source and Amount of Funds or Other Consideration.
Except as set forth below, the information set forth in Item 3 of
Amendment No. 6 is incorporated herein by reference.
"In order to effect the transactions required by the
Contribution Plan described in Item 4 of this Amendment No. 8, Coastal
L.P. increased its holdings in Rio Grande through the following
transactions:
1. Coastal L.P. held a $977,000 convertible note in Rio Grande,
which it exercised at a conversion rate of $0.24 per share of
the common stock of Rio Grande (the "Rio Common Stock") and
received approximately 4,070,833 shares of Rio Common Stock;
2. Coastal L.P. purchased approximately 1,041,667 shares of Rio
Common Stock from Rio Grande in exchange for a promissory note
in the amount of $250,000 payable in five equal monthly
principal installments, plus interest at 8.5%, commencing in
November 1996, The funds to be used to make such payments will
be obtained from the working capital of Coastal L.P.;
2. J.H. Bailey assigned 84,788 shares of Rio Common Stock to
Coastal L.P. in exchange for Coastal L.P.'s agreement to repay
or assume the note payable associated therewith. The funds to
be used to make such payment will be obtained from the working
capital of Coastal L.P.; and
3. Coastal L.P. purchased 641,420 shares of Rio Common Stock from
Peter Galli in exchange for 930,059 shares of the Common Stock
of the Company.
Page 10 of 59 Pages
<PAGE>
Upon the completion of the three above-referenced
transactions, the total number of shares of Rio Common Stock held by
Coastal L.P. was in excess of 15,500,000.
Item 4. Purpose of Transaction.
Except as set forth below, the information set forth in Item 4 of
Amendment No. 7 is incorporated herein by reference.
"(a) In connection with the acquisition by the Company of
approximately 80.74% of the outstanding shares of Rio Common Stock
(the "Rio Acquisition"), the Company and Coastal L.P. entered into a
Securities Purchase Agreement dated as of October 11, 1996 (the
"Securities Purchase Agreement"), whereby Coastal L.P. contributed
15,500,000 shares of its shares of Rio Common Stock to the Company in
exchange for 22,475,000 newly issued shares of the Common Stock of the
Company, based on an exchange ratio of 1 share of Rio Common Stock for
1.45 shares of the Common Stock of the Company. Upon the completion of
the series of transactions undertaken in connection with the Rio
Acquisition, Coastal L.P. had increased its ownership of shares of the
Common Stock of the Company to 22,411,609 shares, which represents
approximately 80.07% of the currently outstanding shares of the
Company.
Also in connection with the Rio Acquisition, the Company and
Rio Grande entered into a Warrant Purchase Agreement dated as of
October 11, 1996 (the "Warrant Purchase Agreement"), pursuant to which
the Company agreed to cancel the Settlement Warrants in exchange for
an additional 9,000,000 shares of Rio Common Stock.
The Company and Rio Grande also entered into an Agreement of
Purchase and Sale of Real Property dated as of October 11, 1996 (the
"Red Hills Agreement", collectively with the Securities Purchase
Agreement and the Warrant Agreement, the "Contribution Plan").
Pursuant to the Red Hills Agreement, the Company sold the Red Hills
Rights to Rio Grande in exchange for 2,500,000 shares of Rio Common
Stock. At the time of this transaction, the Red Hills property was
carried on the Company's balance sheet at a value of $116,000 and was
subject to a three-year option by Rio Grande to purchase the property
for $600,000.
Pursuant to the Contribution Plan, the Company acquired
27,000,000 shares of Rio Common Stock, which represented approximately
80.74% of the outstanding shares of Rio Common Stock.
As of October 31, 1995, the date of the Company's most
recent fiscal year, it had available net operating loss carryforwards
for federal income tax purposes of approximately $17 million which
expire in varying amounts from 1997 through 2010. As a result of the
transactions described above, the Company's ability to utilize fully
such losses in the future may be significantly limited.
As of July 31, 1996, the date of Rio Grande's latest
unaudited financial statements, Rio Grande had total assets of $2.26
million and total stockholders' equity of $1.19 million. For the nine
months ended July 31, 1996 and from inception on September 28, 1992
through July 31, 1996, Rio Grande incurred net losses of $389,000 and
$1011,000, respectively.
Prior to the completion of the Contribution Plan, the
Company obtained an Opinion from Westerly Partners that the
consideration to be received by the Company pursuant to
Page 11 of 59 Pages
<PAGE>
the Contribution Plan is fair to the holders of the Common Stock of
the Company from a financial point of view.
Coastal L.P.'s interest in participating in the Contribution
Plan was based, in part, on its desire to convert its indirect
investment in certain property and leases for a closed silver mine,
known as the "Shafter Project", located near Shafter, in Presidio
County, Texas, from an interest in a privately-held company into an
interest in a publicly-held company, which the management of Coastal
L.P. believes may offer Coastal L.P. advantages in the evaluation of
the Shafter Project and may eventually aid in any potential
disposition of the Shafter Project. In addition, the management of
Coastal L.P. believes the value of the assets related to both the Red
Hills Rights and the Shafter Project could be enhanced if the two
assets were held under common ownership.
The management of Coastal L.P. is aware that the Company's
management intends to explore potential refinancing opportunities in
Canada, the U.S., Europe and Asia and may also entertain offers for
joint ventures or opportunities to sell all or part of its assets or
stock.
Except as described above, the filing persons do not have
any current plans or proposals which relate to or would result in: (a)
the acquisition by any of them of additional securities of the
Company, or the disposition of the securities of the Company; (b) an
extraordinary corporate transaction, such as a merger, reorganization
or liquidation, involving the Company or any of its subsidiaries; (c)
a sale or transfer of a material amount of assets of the Company or
any of its subsidiaries; (d) any change in the present board of
directors or management of the Company, including any plans or
proposals to change the number or term or directors or to fill any
existing vacancies on the board; (e) any material change in the
present capitalization or dividend policy of the Company; (f) any
other material change in the Company's business or corporate
structure; (g) changes in the Company's charter or bylaws or other
actions which may impede the acquisition of control of the Company by
any person; (h) causing a class of securities of the Company to be
delisted from a national securities exchange or cease to be authorized
to be quoted in an inter-dealer quotation system of a registered
national securities association; (i) a class of equity securities of
the Company becoming eligible for termination of registration pursuant
to Section 12(g)(4) of the Exchange Act; or (j) any action similar to
those enumerated above.
Notwithstanding the foregoing, each of the Filing Persons
reserves the right to take such action in the future as it deems
necessary or desirable in connection with its investment in the
Company.
Item 5. Interest in Securities of Issuer.
(a)-(b) Cole has the right to purchase 50,000 shares of Common Stock at
a price of $.15 per share under the Assigned Warrants. Cole also has the right
to purchase 50,000 shares of Common Stock at a price of $.20 per share under the
Issued Warrants. As described in Item 4 of Amendment No. 6, Cole has entered
into the Cole Voting Agreement which gives Coastal LP the right to direct Cole
in his voting of any shares of Common Stock he hereafter acquires by exercise of
the Cole Warrants. The number of shares of Common Stock beneficially owned by
Cole represents approximately 0.4% of the shares of Common Stock which would be
issued and outstanding upon exercise of the Cole Warrants.
Leibsker has the right to purchase 400,000 shares of Common
Stock at a price of $.18 per share under the "Old Leibsker Warrant." Leibsker
also has the right to purchase 75,000 shares of Common Stock at a price of $.20
per share under the "New Leibsker Warrant" (with a right to purchase an
additional 75,000 shares vesting on June 28, 1997). Leibsker also owns 51,030
shares of Common Stock. Caffey has the right to purchase 50,000 shares of Common
Stock at a price of $.20 per share under the "New Caffey Warrant" (with a right
to purchase up to an additional 50,000 shares vesting on June 28, 1997). As
described in Item 4 of Amendment No. 5, Leibsker and Caffey have entered into a
shareholders agreement which gives Coastal LP the right to direct Leibsker and
Caffey in their voting of any shares of Common Stock they now own or hereafter
acquire by exercise of their
Page 12 of 59 Pages
<PAGE>
respective warrants. The numbers of shares of Common Stock beneficially owned by
Leibsker and Caffey represent approximately 1.8% and 0.2%, respectively, of the
shares of Common Stock which would be issued and outstanding upon exercise of
the relevant warrants held by each of Leibsker and Caffey, which include the Old
Leibsker Warrant, the New Leibsker Warrant and the New Caffey Warrant
(collectively, the "Leibsker/Caffey Warrants").
Morris and Gan each have the right to purchase 150,000 shares
of Common Stock under their respective warrants (collectively, the "Morris/Gan
Warrants"). Pursuant to a voting agreement entered into with Coastal LP, as
described in Item 4 of Amendment No. 4, Coastal LP has the right to direct
Morris and Gan in their voting of any shares they acquire by exercise of their
respective warrants. The number of shares of Common Stock beneficially owned by
Morris and Gan, after the exercise of their respective warrants, represents
approximately 0.5% and 0.5%, respectively, of the shares of Common Stock which
would then be issued and outstanding.
After giving effect to its assignment of the Assigned
Warrants, the Fraser Warrants and the HRI Warrants, as described in Item 3 of
Amendment No. 6, Coastal LP has the right to purchase 1,063,332 shares of Common
Stock under the Coastal Warrants, which are currently exercisable at $.15 per
share, and owns 22,411,609 shares of Common Stock. Coastal LP has the sole power
to vote or to direct the vote and the sole power to dispose or to direct the
disposition of the Coastal Warrants and the Common Stock acquired upon exercise
of the Coastal Warrants. Coastal LP has shared power to vote or direct the vote
of 51,030 shares of Common Stock now owned by Leibsker, 100,000 shares of Common
Stock that may be acquired by Cole upon exercise of the Cole Warrants, 525,000
shares of Common Stock that may be acquired by Leibsker and Caffey upon exercise
of the Leibsker/Caffey Warrants and 300,000 shares of Common Stock that may be
acquired by Morris and Gan upon exercise of the Morris/Gan Warrants.
The number of shares of Common Stock beneficially owned by
Coastal LP represents approximately 81.6% of the shares of Common Stock which
would be issued and outstanding upon exercise of the Cole Warrants, the
Leibsker/Caffey Warrants, the Morris/Gan Warrants and the remaining Coastal
Warrants.
Each of Coastal GP and Yang may, by virtue of their
relationship to Coastal LP, be deemed to own beneficially (as that term is
defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) and to
share with Coastal LP voting and dispositive power with respect to the Coastal
Warrants, the 1,063,332 shares of Common Stock issuable upon exercise of the
Coastal Warrants and the 22,411,609 shares of Common Stock owned by Coastal LP.
Each of Coastal GP and Yang may be deemed to share voting power with respect to
51,030 shares of Common Stock now owned by Leibsker, 100,000 shares of Common
Stock that may be acquired by Cole upon exercise of the Cole Warrants, 525,000
shares of Common Stock that may be acquired by Leibsker and Caffey upon exercise
of the Leibsker/Caffey Warrants and 300,000 shares of Common Stock that may be
acquired by Morris and Gan upon exercise of the Morris/Gan Warrants. The number
of shares of Common Stock beneficially owned by each of Coastal GP and Yang
represents approximately 81.6% of the shares of Common Stock which would be
issued and outstanding upon exercise of the Cole Warrants, the Leibsker/Caffey
Warrants, the Morris/Gan Warrants and the remaining Coastal Warrants.
(c) Except as described in Item 4 of this Amendment No. 6, no
transactions in the Common Stock or in other securities convertible into Common
Stock were effected in the past sixty days by any of the Filing Persons.
(d) No other person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of the
Coastal Warrants.
(e) Not applicable.
Page 13 of 59 Pages
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to
Securities of the Issuer.
Except as described in Item 4 and Item 5 of this Amendment No. 8, the
information set forth in Item 6 of Amendment No. 6 is incorporated herein by
reference.
Item 7. Material to be filed as Exhibits.
The following documents are filed as exhibits.
Exhibit A - Joint Filing Agreement Pursuant to Rule 13d-l(f).*
Exhibit B - Power of Attorney.*
Exhibit C - Warrant Purchase and Investor's Rights Agreement, dated as
of October 20, 1994, between Coastal Capital Partners, L.P.,
Belcor Inc. and Mark S. Isaacs.*
Exhibit D - Warrant to purchase 3,000,000 shares of common stock of
Belcor Inc., dated as of October 20, 1994.*
Exhibit E - Letter Agreement, dated October 20, 1994, by Coastal Capital
Partners, L.P. regarding finders fee arrangement with David
Fraser.*
Exhibit F - Letter Agreement, dated October 20, 1994, by Coastal Capital
Partners, L.P. regarding possible $100,000 secured loan to
Belcor Inc.*
Exhibit G - Agreement and Plan of Reorganization, dated as of December
1, 1993, between SilTex Resources, Incorporation and Belcor
Inc.*
Exhibit H - Termination Agreement, dated as of October 3, 1995, between
Rio Grande Mining Company and Belcor Inc.*
Exhibit I - Investors' Rights Agreement, dated as of October 3, 1995,
between Coastal Capital Partners, L.P., Belcor Inc., Rio
Grande Mining Company and certain other securityholders of
Belcor Inc.*
Exhibit J - Letter Agreement, dated September 28, 1995, between Coastal
Capital Partners, L.P., Belcor Inc., Rio Grande Mining
Company and D. Ross Hamilton.*
Exhibit K - Joint Filing Agreement Pursuant to Rule 13d-(f).*
Exhibit L - Power of Attorney.*
Exhibit M - Power of Attorney.*
Exhibit N - Warrant Purchase Agreement, dated as of November 10, 1995,
between Coastal Capital Partners, L.P. and Michael Y. Gan.*
- --------
* Previously filed.
Page 14 of 59 Pages
<PAGE>
Exhibit O - Warrant Purchase Agreement, dated as of November 10, 1995,
between Coastal Capital Partners, L.P. and Theresa C.
Morris.*
Exhibit P - Voting Agreement, dated as of November 10, 1995, between
Coastal Capital Partners, L.P., Michael Y. Gan and Theresa
C. Morris.*
Exhibit Q - Joint Filing Agreement Pursuant to Rule 13d-(f).*
Exhibit R - Power of Attorney.*
Exhibit S - Power of Attorney.*
Exhibit T - Amended and Restated Termination Agreement, dated as of June
26, 1996, between Rio Grande Mining Company and Belcor Inc.*
Exhibit U - Warrant to purchase 17,000,000 shares of common stock of Rio
Grande Mining Company, dated as of June 26, 1996.*
Exhibit V - Release, dated as of June 26, 1996, of Rio Grande Mining
Company in favor of Belcor Inc.*
Exhibit W - Deed Without Warranties, dated June 26, 1996, of Rio Grande
Mining Company in favor of Belcor Inc.*
Exhibit X - Release, dated as of June 26, 1996, of Belcor Inc. in favor
of Rio Grande Mining Company.*
Exhibit Y - Option to Purchase Agreement, dated as of June 26, 1996,
between Rio Grande Mining Company and Belcor Inc. *
Exhibit Z - Amended and Restated Investors' Rights Agreement, dated as
of June 26, 1996, between Coastal Capital Partners, L.P.,
Belcor Inc., Donald Leibsker and M. Douglas Caffey.*
Exhibit AA - Belcor Inc. Shareholders' Agreement, dated as of June 26,
1996, between Coastal Capital Partners, L.P., Donald
Leibsker and M. Douglas Caffey.*
Exhibit AB - Irrevocable Proxy of Belcor Inc., dated as of June 26, 1996,
in favor of Coastal Capital Partners, Inc. (acting on behalf
of and in its capacity as the general partner of Coastal
Capital Partners, L.P.).*
Exhibit AC - Letter Agreement, dated June 26, 1996, between Belcor Inc.
and M. Douglas Caffey.*
Exhibit AD - Joint Filing Agreement Pursuant to Rule 13d-(f).*
Exhibit AE - Power of Attorney.*
Exhibit AF - Letter Agreement, dated November 28, 1995, between Coastal
Capital Partners, L.P., Belcor Inc. and K. Glenn Cole.*
- --------
* Previously filed.
Page 15 of 59 Pages
<PAGE>
Exhibit AG - Voting Agreement, dated as of August 27, 1996, between
Coastal Capital Partners, L.P. and K. Glenn Cole.*
Exhibit AH - Stock Purchase Agreement, dated as of October 11, 1996,
between Coastal Capital Partners, L.P. and Rio Grande Mining
Company.
Exhibit AI - Stock Purchase Agreement, dated as of October 11, 1996,
between Coastal Capital Partners, L.P. and Peter Galli.
Exhibit AJ - Securities Purchase Agreement, dated as of October 11,
1996, between Belcor Inc. and Coastal Capital Partners,
L.P.
Exhibit AK - Warrant Purchase Agreement, dated as of October 11, 1996,
between Rio Grande Mining Company and Belcor Inc.
Exhibit AL - Agreement of Purchase and Sale of Real Property, dated as of
October 11, 1996, between Rio Grande Mining Company and
Belcor Inc.
Exhibit AM - Letter to Belcor, Inc. from Westerly Partners, dated October
11, 1996, regarding the fairness of the proposed
Contribution Plan to the shareholders of Belcor, Inc. from a
financial point of view.
Exhibit AN - Press Release, dated October 13, 1996, "Belcor Announces 80%
Ownership of Rio Grande Mining Company".
- --------
* Previously filed.
Page 16 of 59 Pages
<PAGE>
Signature.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: October 14, 1996
COASTAL CAPITAL PARTNERS, L.P.
By: Coastal Capital Partners, Inc. as
General Partner
By:/s/ Andrew K. Simpson
----------------------
Andrew K. Simpson
Chief Executive Officer
Page 17 of 59 Pages
<PAGE>
Signature.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: October 14, 1996
COASTAL CAPITAL PARTNERS, INC.
By:/s/ Andrew K. Simpson
----------------------
Andrew K. Simpson
Chief Executive Officer
Page 18 of 59 Pages
<PAGE>
Signature.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: October 14, 1996
By:/s/ Andrew K. Simpson
----------------------
Andrew K. Simpson, as
Attorney-in-fact for
Philip L. Yang, Jr.
Chairman of the Board and sole
shareholder
Coastal Capital Partners, Inc.
Page 19 of 59 Pages
<PAGE>
Signature.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: October 14, 1996
By:/s/ Andrew K. Simpson
----------------------
Andrew K. Simpson, as
Attorney-in-fact for
Michael Y. Gan
Page 20 of 59 Pages
<PAGE>
Signature.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: October 14, 1996
By:/s/ Andrew K. Simpson
----------------------
Andrew K. Simpson, as
Attorney-in-fact for
Theresa C. Morris
Page 21 of 59 Pages
<PAGE>
Signature.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: October 14, 1996
By:/s/ Andrew K. Simpson
----------------------
Andrew K. Simpson, as
Attorney-in-fact for
Donald M. Leibsker
Page 22 of 59 Pages
<PAGE>
Signature.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: October 14, 1996
By:/s/ Andrew K. Simpson
----------------------
Andrew K. Simpson, as
Attorney-in-fact for
M. Douglas Caffey
Page 23 of 59 Pages
<PAGE>
Signature.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: October 14, 1996
By:/s/ Andrew K. Simpson
----------------------
Andrew K. Simpson, as
Attorney-in-fact for
K. Glenn Cole
Page 24 of 59 Pages
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
AH Stock Purchase Agreement, dated as of October 11, 1996, between
Coastal Capital Partners, L.P. and Rio Grande Mining Company. 26
AI Stock Purchase Agreement, dated as of October 11, 1996, between
Coastal Capital Partners, L.P. and Peter Galli. 32
AJ Securities Purchase Agreement, dated as of October 11, 1996,
between Belcor Inc. and Coastal Capital Partners, L.P. 35
AK Warrant Purchase Agreement, dated as of October 11, 1996, between
Rio Grande Mining Company and Belcor Inc. 45
AL Agreement of Purchase and Sale of Real Property, dated as
of October 11, 1996, between Rio Grande Mining Company and
Belcor Inc. 50
AM Letter to Belcor, Inc. from Westerly Partners, dated October 11,
1996, regarding the fairness of the proposed Contribution Plan to the
shareholders of Belcor, Inc. from a financial point of view. 56
AN Press Release, dated October 13, 1996, "Belcor Announces 80%
Ownership of Rio Grande Mining Company". 57
Page 25 of 59 Pages
<PAGE>
EXHIBIT AH
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made as of October
11, 1996 by and between Coastal Capital Partners, L.P., a Delaware limited
partnership (the "Purchaser") and Rio Grande Mining Company, a Nevada
corporation (the "Company").
RECITALS
WHEREAS, the Company desires additional financing to meet its present
working capital requirements;
WHEREAS, the Purchaser desires to purchase from the Company and the
Company desires to sell to the Purchaser One Million Forty-One Thousand Six
Hundred Sixty Seven (1,041,667) shares of Common Stock (the "Shares") of the
Company at a purchase price of $.24 per share; and
WHEREAS, the Purchaser is a controlling shareholder of the Company.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants,
representations and agreements contained herein, and for other valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto covenant and agree as follows:
1. Purchase and Sale of Shares. Subject to the terms and conditions
set forth in this Agreement, the Company hereby sells and delivers to the
Purchaser, and the Purchaser hereby accepts, acquires and takes delivery of, the
Shares, free and clear of all liens, claims and encumbrances.
2. Purchase Price. As full consideration for the sale and delivery to
the Purchaser of the Shares, the Purchaser delivers herewith to the Company as
the purchase price for the Shares a secured promissory note in the principal
amount of $250,000.00, at an interest rate of eight and one-half percent (8.5%)
per annum, payable in installments the last of which is due and payable in May
1, 1997 and substantially in the form attached hereto as Exhibit A (the
"Purchase Price").
3. Representations and Warranties of the Company. The Company hereby
represents and warrants to the Purchaser that:
3.1. The Shares when sold in accordance with the terms of this
Agreement will be validly issued, fully paid and nonassessable, and free and
clear of all liens, charges and encumbrances, and upon transfer of the Shares to
the Purchaser, the Purchaser will indefeasibly own good and marketable title to
the Shares, free and clear of all pledges, liens and encumbrances.
3.2. The execution, delivery and performance of this Agreement
have been duly authorized by all requisite corporate action.
3.3. This Agreement constitutes the valid and binding
obligation of the Company, enforceable in accordance with its terms, except as
such enforceability may be limited by applicable bankruptcy, insolvency,
moratorium, reorganization or similar laws from time to time in effect which
affect creditors' rights generally and by legal and equitable limitations on the
availability of specific remedies.
Page 26 of 59 Pages
<PAGE>
4. Representations, Warranties and Covenants of the Purchaser. The
Purchaser represents, warrants and covenants to the Company that:
4.1. It is duly authorized to enter into this Agreement and to
consummate the transactions contemplated hereby.
4.2. It understands that the Shares are not being registered
under the Securities Act of 1933 ("1933 Act") or any state securities or "Blue
Sky" laws and are being sold to the Purchaser in a transaction intended to be
exempt from the registration requirements of the 1933 Act and any such laws.
4.3. It has knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of an investment in
the Shares, and is able to bear the economic risk of investment in the Shares.
The Purchaser has been furnished with and had an opportunity to review all
information regarding the Shares which Purchaser has requested from the Company
and has had any questions arising from such review answered by the Company.
4.4. It is acquiring the Shares for its own account and not
with a view to distribution within the meaning of the 1933 Act or state blue sky
laws, and it will not, directly or indirectly, voluntarily offer, sell, pledge,
transfer or otherwise dispose of (or solicit any offers to purchase or otherwise
acquire or take a pledge of) any such Shares except in compliance with the 1933
Act and the rules and regulations promulgated thereunder.
4.5. It understands that the Shares cannot be resold unless
they are first registered under the 1933 Act and any applicable state securities
or "Blue Sky" laws, or such sale is made pursuant to an exemption from the
registration requirement of the 1933 Act and such laws, and that each of the
Shares bears the following legend:
THE SECURITIES REPRESENTED HEREBY HAVE BEEN ISSUED PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AND ARE NOT
REGISTERED THEREUNDER. IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THESE
SECURITIES, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR,
EXCEPT PURSUANT TO A REGISTRATION STATEMENT DULY FILED WITH THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION, UNLESS AN APPLICABLE EXEMPTION FROM SUCH
REGISTRATION IS AVAILABLE.
5. Miscellaneous.
5.1. Governing Law. This Agreement is made in, and shall be
governed, enforced and construed under the laws of, the State of California,
without regard to the conflict of laws principles thereof.
5.2. Entire Agreement. This Agreement constitutes the entire
understanding and agreement of the parties with respect to the subject matter
hereof, and shall supersede and replace all prior understandings and agreements,
whether oral or in writing. The parties confirm and acknowledge that there are
no other promises, covenants, understandings, agreements, representations or
warranties with respect to the subject matter of this Agreement, except as
expressly set forth herein or in any instrument executed concurrently herewith.
5.3. Modification. This Agreement may not be modified,
terminated or amended in any respect, except pursuant to an instrument in
writing duly executed by all of the parties hereto.
5.4. Severability. In the event that any provision of this
Agreement shall be adjudicated to be void, illegal, invalid or unenforceable,
the remaining terms and provisions of this Agreement shall
Page 27 of 59 Pages
<PAGE>
not be affected thereby, and each of such remaining terms and provisions of this
Agreement shall be valid and enforceable to the fullest extent permitted by law.
5.5. Further Assurances. The parties agree to execute any
further documents and take any further actions as may be reasonable and
appropriate in order to carry out the purpose and the intent of this Agreement.
5.6. Counterparts. This Agreement may be executed in one or
more counterpart copies, and each of which so executed, irrespective of the date
of the execution and delivery, shall be deemed to be an original, and all such
counterparts together shall constitute one and the same instrument. The
signature pages of one or more of the counterpart copies may be removed from
such counterpart copies and all attached to the same copy of this Agreement
which, with all attached signature pages, shall be deemed to be an original
Agreement.
Page 28 of 59 Pages
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Stock Purchase
Agreement to be executed as of the date first written above.
Rio Grande Mining Company
By: /s/ Andrew K. Simpson
---------------------
Andrew K. Simpson
President
Coastal Capital Partners, L.P.
By:
Coastal Capital Partners, Inc.
its General Partner
By: /s/ Andrew K. Simpson
---------------------
Andrew K. Simpson
Chief Executive Officer
Page 29 of 59 Pages
<PAGE>
Exhibit A
Form of Promissory Note
SECURED PROMISSORY NOTE
$250,000. As of October , 1996
Sonoma, California
FOR VALUE RECEIVED, Coastal Capital Partners, L.P., a Delaware
limited partnership having its principal place of business at 101 Morgan Lane,
Plainsboro, New Jersey 08536 (the "Maker") hereby promises to pay to the order
of Rio Grande Mining Company, a Nevada corporation having its principal place of
business at 539 Broadway, Sonoma, California 95476 (hereinafter, the "Payee"),
on March 1, 1997 the unpaid outstanding principal amount hereof, together with
interest from and including the date hereof on the unpaid outstanding principal
balance hereof at a rate per annum equal to 8.5%. Maker shall make principal
repayments to Payee of $50,000 on each of November 1, 1996, December 1, 1996,
January 1, 1997, February 1, 1997 and March 1, 1997 (each, a "Payment Date").
Accrued and unpaid interest may be payable in arrears, at the election of Maker,
either on the Payments Dates or on the date when the principal amount shall be
paid in full (whether by prepayment, by acceleration or otherwise). Interest
shall be computed on the basis of a 365-day year and the actual number of days
elapsed. Notwithstanding anything herein to the contrary, in no event shall the
interest charged, reserved and/or taken on the loans evidenced hereby exceed the
maximum allowed by and determined in accordance with applicable law.
This Note may be prepaid in full or in part at any time
without premium or penalty, as long as the interest then due on the amount
repaid is also paid.
All payments received hereunder shall be applied first to the
payment of accrued interest and any expenses or charges payable hereunder and
the balance, if any, to principal.
In the event that the Maker shall fail to make full and timely
payment of any principal or interest hereunder, then the entire unpaid principal
amount of this Note shall automatically become immediately due and payable
without demand or notice, and the holder may proceed to protect and enforce his
rights hereunder by an action at law, suit in equity or other appropriate
proceeding, in the holder's sole discretion.
In the event of any failure to make a full and timely payment
of any amount due under this Note, or if any other event rendering the entire
unpaid principal amount of this Note immediately due and payable shall occur,
Maker will pay to the Payee such further amount as shall be sufficient to cover
all costs and expenses directly or indirectly incurred in connection with any
action relating to collection of this Note and/or the enforcement of the
holder's rights with respect to, or the administration, supervision,
preservation, protection of, or realization upon, any property securing payment
hereof (including expenses incurred in the defense of counterclaims whether or
not related to this Note), including but not limited to attorneys' fees,
expenses and disbursements.
The obligation of Maker to pay all amounts due and payable by
Maker hereunder is secured by the pledge by Maker to Payee of 1,041,667 shares
of common stock of Payee issued to Maker in connection with the execution and
delivery of the Secured Promissory Note.
This Secured Promissory Note shall be the nonrecourse
obligation of Maker, and Payee shall have no recourse to the personal assets of
any partner of Maker in connection with any and all of the obligations of Maker
hereunder.
Page 30 of 59 Pages
<PAGE>
No course of dealing and no delay on the part of the holder of
this Note in exercising any right, power or remedy shall operate as a waiver
thereof or otherwise prejudice any of such holder's rights, powers and remedies,
and no single or partial exercise of a right, power or remedy shall preclude a
further exercise thereof or the exercise of another right, power or remedy.
Maker hereby waives trial by jury, presentment and demand for
payment, notice of non-payment or dishonor, protest, notice of protest, and all
other notices or demands in connection with the delivery, acceptance,
performance, default or enforcement of payment of this Note.
Maker shall not have any right to offset any payments due to
the holder hereunder against any amounts claimed to be owed to holder hereunder
or otherwise, but shall be required to continue to make all payments to the
holder when due hereunder.
This Note may not be altered or amended except by a writing
duly signed by the party against whom such alteration or amendment is sought to
be enforced. All of the terms and provisions of this Note shall be applicable to
and binding upon each and every maker, holder, endorser, surety, guarantor, and
all other persons who are or may become liable for the payment hereof and their
respective successors or assigns.
IN WITNESS WHEREOF, the undersigned has duly executed and
delivered this Note as of the date and year first above written.
COASTAL CAPITAL
PARTNERS, L.P.
By: Coastal Capital Partners, Inc.,
its General Partner
By: _______________________
Name: Andrew K. Simpson
Page 31 of 59 Pages
<PAGE>
EXHIBIT AI
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made as of October
11, 1996 by and between Coastal Capital Partners, L.P., a Delaware limited
partnership (the "Purchaser") and Peter Galli (the "Seller").
RECITALS
WHEREAS, the Purchaser desires to purchase, and Seller desires to
sell, 641,420 shares of common stock of Rio Grande Mining Company, a Nevada
corporation ("Rio") owned by Seller (the "Rio Shares") in exchange for 930,059
shares of common stock of Belcor, Inc., a California corporation ("Belcor")
owned by Purchaser (the "Belcor Shares");
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants,
representations and agreements contained herein, and for other valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto covenant and agree as follows:
1. Purchase and Sale of Shares. Subject to the terms and conditions
set forth in this Agreement, Seller hereby sells and delivers to Purchaser, and
Purchaser hereby accepts, acquires and takes delivery of, the Rio Shares in
exchange for the Belcor Shares, which Purchaser hereby sells and delivers to
Seller and Seller hereby accepts, acquires and takes delivery of, each free and
clear of all liens, claims and encumbrances.
2. Representations and Warranties of Seller. Seller hereby represents
and warrants to the Purchaser that:
2.1 The Rio Shares have been validly issued, fully paid and
nonassessable, and free and clear of all liens, charges and encumbrances, and
upon transfer of the Rio Shares to the Purchaser, the Purchaser will
indefeasibly own good and marketable title to the Rio Shares, free and clear of
all pledges, liens and encumbrances.
2.2 The execution, delivery and performance of this Agreement
have been duly authorized by Seller.
2.3 This Agreement constitutes the valid and binding
obligation of Seller, enforceable in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency, moratorium,
reorganization or similar laws from time to time in effect which affect
creditors' rights generally and by legal and equitable limitations on the
availability of specific remedies.
2.4 Seller has knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of an
investment in the Belcor Shares, and is able to bear the economic risk of
investment in the Belcor Shares. The Seller has been furnished with and had an
opportunity to review all information regarding the Belcor Shares which Seller
has requested from Purchaser and has had any questions arising from such review
answered by Purchaser.
Page 32 of 59 Pages
<PAGE>
2.5 Seller is acquiring the Belcor Shares for its own account
and not with a view to distribution within the meaning of the 1933 Act or state
blue sky laws, and it will not, directly or indirectly, voluntarily offer, sell,
pledge, transfer or otherwise dispose of (or solicit any offers to purchase or
otherwise acquire or take a pledge of) any such Belcor Shares except in
compliance with the 1933 Act and the rules and regulations promulgated
thereunder.
2.6. Seller understands that the Belcor Shares cannot be
resold unless they are first registered under the 1933 Act and any applicable
state securities or "Blue Sky" laws, or such sale is made pursuant to an
exemption from the registration requirement of the 1933 Act and such laws, and
that each of the Belcor Shares bears the following legend:
THE SECURITIES REPRESENTED HEREBY HAVE BEEN ISSUED PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AND ARE NOT
REGISTERED THEREUNDER. IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THESE
SECURITIES, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR,
EXCEPT PURSUANT TO A REGISTRATION STATEMENT DULY FILED WITH THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION, UNLESS AN APPLICABLE EXEMPTION FROM SUCH
REGISTRATION IS AVAILABLE.
3. Representations and Warranties of Purchaser. Purchaser hereby
represents and warrants to Seller that:
3.1 The Belcor Shares have been validly issued, fully paid and
nonassessable, and free and clear of all liens, charges and encumbrances, and
upon transfer of the Belcor Shares to Seller, the Seller will indefeasibly own
good and marketable title to the Belcor Shares, free and clear of all pledges,
liens and encumbrances.
3.2 The execution, delivery and performance of this Agreement
have been duly authorized by all necessary corporate and partnership action by
or on behalf of Purchaser.
3.3 This Agreement constitutes the valid and binding
obligation of Seller, enforceable in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency, moratorium,
reorganization or similar laws from time to time in effect which affect
creditors' rights generally and by legal and equitable limitations on the
availability of specific remedies.
3.4 Purchaser has knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of an
investment in the Rio Shares, and is able to bear the economic risk of
investment in the Rio Shares. The Purchaser has been furnished with and had an
opportunity to review all information regarding the Rio Shares which Purchaser
has requested from Seller and has had any questions arising from such review
answered by Seller.
3.5 Purchaser is acquiring the Rio Shares for its own account
and not with a view to distribution within the meaning of the 1933 Act or state
blue sky laws, and it will not, directly or indirectly, voluntarily offer, sell,
pledge, transfer or otherwise dispose of (or solicit any offers to purchase or
otherwise acquire or take a pledge of) any such Rio Shares except in compliance
with the 1933 Act and the rules and regulations promulgated thereunder.
3.6. Purchaser understands that the Rio Shares cannot be
resold unless they are first registered under the 1933 Act and any applicable
state securities or "Blue Sky" laws, or such sale is made pursuant to an
exemption from the registration requirement of the 1933 Act and such laws, and
that each of the Rio Shares bears the following legend:
THE SECURITIES REPRESENTED HEREBY HAVE BEEN ISSUED PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AND ARE NOT
Page 33 of 59 Pages
<PAGE>
REGISTERED THEREUNDER. IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THESE
SECURITIES, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR,
EXCEPT PURSUANT TO A REGISTRATION STATEMENT DULY FILED WITH THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION, UNLESS AN APPLICABLE EXEMPTION FROM SUCH
REGISTRATION IS AVAILABLE.
4. Miscellaneous.
4.1 Governing Law. This Agreement is made in, and shall be
governed, enforced and construed under the laws of, the State of California,
without regard to the conflict of laws principles thereof.
4.2 Entire Agreement. This Agreement constitutes the entire
understanding and agreement of the parties with respect to the subject matter
hereof, and shall supersede and replace all prior understandings and agreements,
whether oral or in writing. The parties confirm and acknowledge that there are
no other promises, covenants, understandings, agreements, representations or
warranties with respect to the subject matter of this Agreement, except as
expressly set forth herein or in any instrument executed concurrently herewith.
4.3 Modification. This Agreement may not be modified,
terminated or amended in any respect, except pursuant to an instrument in
writing duly executed by all of the parties hereto.
4.4 Severability. In the event that any provision of this
Agreement shall be adjudicated to be void, illegal, invalid or unenforceable,
the remaining terms and provisions of this Agreement shall not be affected
thereby, and each of such remaining terms and provisions of this Agreement shall
be valid and enforceable to the fullest extent permitted by law.
4.5 Further Assurances. The parties agree to execute any
further documents and take any further actions as may be reasonable and
appropriate in order to carry out the purpose and the intent of this Agreement.
4.6 Counterparts. This Agreement may be executed in one or
more counterpart copies, and each of which so executed, irrespective of the date
of the execution and delivery, shall be deemed to be an original, and all such
counterparts together shall constitute one and the same instrument. The
signature pages of one or more of the counterpart copies may be removed from
such counterpart copies and all attached to the same copy of this Agreement
which, with all attached signature pages, shall be deemed to be an original
Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Stock Purchase
Agreement to be executed as of the date first written above.
Coastal Capital Partners, L.P.
By: Coastal Capital Partners, Inc.
By: /s/ Andrew K. Simpson
--------------------------
Andrew K. Simpson
President
/s/ Peter Galli
--------------------------
Peter Galli
Page 34 of 59 Pages
<PAGE>
EXHIBIT AJ
SECURITIES PURCHASE AGREEMENT
This Securities Purchase Agreement ("Agreement") is entered into as of
the 11th day of October, 1996, by and between Belcor Inc., a California
corporation ("Buyer") and Coastal Capital Partners, L.P. ("Seller"), with
reference to the following facts:
RECITALS
A. Seller owns no less than 15,500,000 shares (the "Shares") of the
Common Stock, $0.01 par value (the "Common Stock") of Rio Grande Mining Company,
a Nevada corporation ("Rio"). Buyer owns a ten year warrant to purchase
17,000,000 shares of the Common Stock at a price of $0.24 per share. Buyer is
familiar with the business of Rio.
B. Of the shares of Common Stock owned by Seller approximately
6,395,340 shares were acquired at $0.240 per share cash, with the balance
acquired for approximately $0.181 per share cash. Accordingly, Seller has an
average cost price per share of approximately $0.219.
C. The price at which Buyer's common stock, $0.01 par value ("Belcor
common stock") last traded in the public market in which it trades was on
September 19, 1996, was $0.0625 per share. On September 27, 1996, the last
available quoted bid and asked price was $0.05 and $0.07 per share.
D. Rio's Common Stock is only entitled to elect two directors out of
Rio's five directors with the balance elected by the holders of Rio's preferred
stock. Accordingly, the Shares do not directly or indirectly possess more than
fifty percent (50%) of the voting power of Rio.
E. Buyer desires to purchase and Seller desires to sell the Shares on
the terms and conditions set forth herein.
THEREFORE, in consideration of the foregoing premises and the mutual
covenants set forth herein, Buyer and Seller hereby agree as follows:
1. Sale of Shares.
(a) Sale and Purchase. On the terms and subject to the
conditions set forth herein, Buyer hereby agrees to purchase, and Seller hereby
agrees to sell, all of the Shares free and clear of all liens, charges,
encumbrances and claims of any nature.
(b) Purchase Price. As full payment for the transfer and sale
of the Shares to Buyer pursuant hereto, at the Closing (as hereinafter defined)
Buyer shall issue to Seller 1.45 shares of Belcor common stock for each share of
the Shares, or an aggregate of 22,475,000 shares (the "Belcor shares").
Page 35 of 59 Pages
<PAGE>
2. Representations by Seller.
Seller hereby represents and warrants to Buyer as follows:
(a) Seller has good and marketable title to the Shares, free
and clear of all liens, claims, encumbrances and restrictions, legal or
equitable, of every kind, other than restrictions on transferability imposed by
applicable state and federal securities laws. Seller has full and unrestricted
legal right, power and authority to sell, assign and transfer the Shares to
Buyer in accordance with this Agreement and, except as described hereinabove,
the delivery of stock certificates to Buyer in accordance with Section 4 hereof
will transfer valid title to the Shares, free and clear of all liens,
encumbrances, claims and restrictions of every kind.
(b) The execution, delivery and performance of this Agreement
and the consummation of the transactions contemplated hereby will not (i)
violate any order, judgment, injunction, award or decree of any court,
arbitrator or governmental or regulatory body that is binding upon Seller, (ii)
violate any statute, law or regulation applicable to Seller with respect to the
transactions contemplated herein or (iii) conflict with, result in the breach of
the terms, conditions or provisions of or constitute a default, an event of
default or event creating rights of acceleration, termination or cancellation
under any note, instrument, agreement, mortgage, lease or other obligation to
which Seller is a party or to which any part of the Shares or any of Seller's
other properties, is subject.
(c) As a result of any act or failure to act by Seller, no
person or entity has, or as a result of the transactions contemplated hereby
will have, any right, interest or valid claim against or upon Buyer or Rio for
any commission, fee or compensation as a finder, broker or in any similar
capacity.
(d) Corporate Existence; Compliance with Law. Rio (i) is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Nevada; (ii) to the knowledge of the Seller, is duly qualified
as a foreign corporation and in good standing under the laws of each
jurisdiction where it is material to its business to be so qualified; (iii) has
the requisite corporate power and authority and the legal right to conduct its
business as now conducted; (iv) to the knowledge of the Seller, has all material
licenses, permits, consents or approvals from or by, and, to the knowledge of
the Seller, has made all material filings with, and has given all material
notices to, all governmental authorities having jurisdiction to the extent
required for such ownership, operation and conduct; (v) is in compliance with
its Articles of Incorporation and bylaws; and (vi) to the knowledge of the
Seller, is in compliance in all material respects with all applicable provisions
of law.
(e) Outstanding Stock; Options; Warrants, etc. The capital
stock of Rio consists of 100,000,400 authorized shares of stock of which
100,000,000 is common stock, $0.01 par value and 400 shares is preferred stock,
$0.01 par value, of which, 20,227,860 shares of Common Stock and 396.9410 shares
of preferred stock are outstanding as of the date hereof. Outstanding warrants
to purchase a total of 18,541,414 shares of common stock and no options for
preferred shares are outstanding. Preferred stock can elect three out of five
directors with the Common Stock electing the remaining two directors.
(f) No Litigation. Except as set forth on Schedule 2(f)
hereto, no action, claim or proceeding is now pending or, to the knowledge of
the Seller threatened, against Rio,
Page 36 of 59 Pages
<PAGE>
at law, in equity or otherwise, before any court, board, commission, agency or
instrumentality of any federal, state or local government or of any agency or
subdivision thereof, or before any arbitrator or panel of arbitrators (a) which,
if determined adversely, could have a Material Adverse Effect or (b) which
pertains to the transactions contemplated by this Agreement. Except as set forth
on Schedule 2(f) hereof, to the knowledge of Seller, no state of facts exists
which is reasonably likely to give rise to any such action, claim or proceeding.
"Material Adverse Effect" as utilized in this Agreement shall mean with respect
to Rio, any circumstance, change in, or effect on the business of Rio that,
individually, or in the aggregate with any other circumstances, changes in, or
effects on the business, of Rio is, or could reasonably be expected to be,
materially adverse to the business, operations, assets or liabilities,
prospects, results of operations or the condition (financial or otherwise) of
Rio taken as a whole.
(g) Subsidiaries. There currently exist no Subsidiaries of
Rio.
(h) Financials.
(1) The financial statements, together with the
related notes, set forth in Schedule 2(g) attached, fairly present, on the basis
stated therein, the financial position and the results of operations and changes
in financial position of Rio at the respective dates or for the respective
periods therein specified. Such statements and related notes have been prepared
in accordance with GAAP applied on a consistent basis.
(2) Rio had no obligations, contingent liabilities or
liabilities for charges, long-term leases or unusual forward or long-term
commitments which are not reflected in the financial statements which would have
a material adverse effect.
(3) Since January 1, 1996, there has been no material
adverse change in the business, assets, operations, operating properties,
prospects or financial or other condition of Rio. No dividends or other
distributions have been declared, paid or made upon any shares of capital Stock
of Rio, nor have any shares of capital Stock of Rio been redeemed, retired,
purchased or otherwise acquired for value by Rio since inception of Rio.
(i) No Default. Rio is not in default, nor to the Seller's
knowledge is any third party in default, under or with respect to any contract,
agreement, lease or other instrument to which Rio is a party, except for any
default which (either individually or collectively with other defaults arising
out of the same event or events) would not have a material adverse effect.
(j) Burdensome Restrictions. No contract, lease, agreement or
other instrument to which Rio is a party or by which Rio is bound and no
provision of applicable law or governmental regulation has a material adverse
effect, or insofar as the Seller can reasonably foresee is reasonably likely to
have a material adverse effect.
(k) Labor Matters. Rio has no employees. Rio has no
obligations to any former employees under COBRA.
(l) Other Ventures. Rio is not engaged in any joint venture or
partnership with any other person.
Page 37 of 59 Pages
<PAGE>
(m) Investment Company Act. To the knowledge of the Seller,
Rio is not an "investment company" or an "affiliated person" of, or "promotor"
or "principal underwriter" for, an "investment company," as such terms are
defined in the Investment Company Act of 1940, as amended. The consummation of
the transactions contemplated by this Agreement will not violate any provision
of such Act or any rule, regulation or order issued by the SEC thereunder.
(n) Taxes. All federal, state, local and foreign tax returns,
reports and statements required to be filed by Rio have been filed with the
appropriate governmental agencies, and all such returns, reports and statements
are true and correct in all material respects, and all charges and other
impositions shown thereon to be due and payable have been paid prior to the date
on which any fine, penalty, interest or late charge may be added thereto for
nonpayment thereof, or any such fine, penalty, interest, late charge or loss has
been paid. All additional taxes (including any related interest, fine, penalty,
late charge or loss thereon) asserted against Rio by any taxing authority, if
any, have been paid by Rio. Rio has paid when due and payable all requisite
charges upon the books of Rio. Proper and accurate amounts have been withheld by
Rio from its employees for all periods in full and complete compliance with the
tax, social security and unemployment withholding provisions of applicable
federal, state and local law and such withholdings have been timely paid to the
respective governmental agencies. There are no taxable years for which Rio's tax
returns are currently being audited by the Internal Revenue Service (the "IRS")
or any other applicable governmental authority. Rio has not executed or filed
with the IRS or any other governmental authority any agreement or period for
assessment or collection of any charges. Rio has not filed a consent pursuant to
IRC Section 241(f) or agreed to have IRC Section 341(f)(2) apply to any
disposition of subsection (f) assets (as such term is defined in IRC Section
341(f)(4)). None of the property owned by Rio is property which Rio is required
to treat as being owned by any other person pursuant to the provisions of IRC
Section 168(f)(8) or is "tax-exempt use property" within the meaning of IRC
Section 168(j)(3). Rio has not agreed or has been requested to make any
adjustment under IRC Section 481(a) by reason of a change in accounting method
or otherwise. Rio has no obligation under any tax sharing agreement and no
potential liability for taxes of another member of a consolidated group pursuant
to Treas. Reg. ss. 1.1502-6.
(o) ERISA. Rio does not maintain or contribute to any employee
benefit plan.
(p) Environmental Compliance. To the knowledge of the Seller,
no release, emission, or discharges into the environment of hazardous
substances, as defined under the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, 42 U.S.C. Section 9601 et seq., or
hazardous waste as defined under the Solid Waste Disposal Act, 42 U.S.C.
Sections 6901 et seq., or air pollutants as defined under the Clear Air Act, 42
U.S.C. Section 7401 et seq., or toxic pollutants as defined under the Clean
Water Act, 33 U.S.C. Section 1251 et seq., or the Toxic Substances Control Act,
15 U.S.C. Section 2601 et seq., has occurred or is presently occurring on any
real property owned or leased by Rio in excess of federally permitted releases
or reportable quantities or other concentrations, standards, or limitations
under the foregoing laws or any other federal, state or local laws or
regulations.
(q) Employment and Labor Agreements. There are no employment
or consulting agreements covering management of Rio, and there are no collective
bargaining agreements or other labor agreements covering any employees of Rio,
except as set forth in Schedule 2(q) attached. Except as set forth in Schedule
2(q)(i), no employee, officer or director
Page 38 of 59 Pages
<PAGE>
of Rio or member of his immediate family is indebted to Rio, nor is Rio indebted
(or committed to make loans or extend or guaranty credit) to any of them. Except
as set forth in Schedule 2(q)(i), no employee, officer or director or Rio of
member of his immediate family is a party to any agreement or understanding with
Rio that would be required to be disclosed pursuant to Rule 404 under Regulation
S-K of the 1933 Act.
(r) Patents, Trademarks, Copyrights and Licenses. Rio does not
own, nor is it a licensee under licenses of, any material licenses, patents,
patent applications, copyrights, service marks, trademarks, trademark
applications and trade names; and Rio is not required to owns or be a licensee
under any licenses of, any material licenses, patents, patent applications,
copyrights, service marks, trademarks, trademark applications and trade names,
in order to continue to conduct Rio's business as heretofore conducted by it,
now conducted by it and proposed to be conducted by it. Rio conducts its
business without infringement or claim of infringement of any license, patent,
copyright, service mark, trademark, trade name, trade secret or other
intellectual property right of others. There is no infringement or claim of
infringement by others of any license, patent, copyright, service mark,
trademark, trade name, trade secret or other intellectual property right of Rio.
(s) Full Disclosure. No information contained in this
Agreement or any written statement furnished by or on behalf of Rio or Seller
pursuant to the terms of this Agreement contains any untrue statement of a
material fact or omits to state a material fact necessary to make the statements
contained herein or therein not misleading in light of the circumstances under
which made.
(t) No Material Adverse Effect. No material adverse effect has
occurred since January 1, 1996, and is continuing.
Page 39 of 59 Pages
<PAGE>
3. Representations by Buyer.
Buyer represents and warrants to Seller as follows:
(a) Buyer is a corporation duly organized, validly existing
and in good standing under the laws of the State of California and has the power
and lawful authority to enter into this Agreement and to consummate the
transactions provided for herein.
(b) The execution and delivery of this Agreement referred to
herein, and the consummation of the transactions contemplated hereby and
thereby, have been or will prior to the Closing Date be duly and validly
authorized by the board of directors of Buyer, and no other acts or proceedings
on the part of Buyer will be necessary to authorize this Agreement or the
related agreements or the transactions contemplated hereby and thereby.
(c) The execution, delivery and performance of this Agreement
and the consummation of the transactions contemplated hereby will not (i)
violate any provisions of the Articles of Incorporation of Buyer, (ii) violate
any order, judgment, injunction, award or decree of any court, arbitrator or
governmental or regulatory body that is binding upon Buyer, (iii) violate any
statute, law or regulation applicable to Buyer with respect to the transactions
contemplated herein or (iv) conflict with, result in a breach of the terms,
conditions or provisions of or constitute a default, an event of default or
event creating rights or acceleration, termination or cancellation under any
note, instrument, agreement, mortgage, lease or other obligations to which Buyer
is a party or to which any of its properties is subject.
(d) As a result of any act or failure to act by Buyer, no
person or entity has, or as a result of the transactions contemplated hereby
will have, any right, interest or valid claim against or upon Seller for any
commission, fee or other compensation as a finder, broker or in any similar
capacity.
(e) There have not been any material adverse changes in the
business, assets, financial condition or prospects of Buyer that are not
disclosed in the Annual Report on Form 10-KSB for the fiscal year ended October
31, 1995, as filed by Buyer with the Securities and Exchange Commission ("SEC"),
or in the Quarterly Reports on Form 10-QSB for the fiscal quarters ended January
31, April 30 and July 31, 1996, as filed by Buyer with the SEC. Buyer has
provided true and complete copies of said 10-KSB and 10-QSB Reports to Seller.
4. Closing.
The closing of the transactions provided for herein (the
"Closing") shall take place at the offices of Buyer at 539 Broadway, Suite D,
Sonoma, California 95476, at 1:00 p.m. on October 13, 1996, or such other date
agreed to by the parties (the "Closing Date"). At the Closing, (a) Seller shall
deliver to Buyer share certificates representing the Shares, duly endorsed in
blank or accompanied by executed stock assignment forms (in either event, with
signatures guaranteed), and (b) Buyer shall deliver to Seller its share
certificate for 22,475,000 shares.
Page 40 of 59 Pages
<PAGE>
5. Additional Matters and Covenants.
(a) Each of the parties hereto acknowledges that the execution
of this Agreement and the consummation of the transactions provided for herein
will result in certain filing obligations under applicable SEC rules and
regulations, and Buyer and Seller each agrees to make all such filings on a
timely basis in accordance with such SEC rules and regulations.
(b) In connection with the transaction contemplated by this
Agreement, the parties have agreed that Buyer shall have received on or before
November 15, 1996, an opinion of an independent financial and advisory firm or
consultant affirming the fairness to Buyer and its stockholders from a financial
point of view the transactions contemplated by this Agreement. To the extent the
opinion requires the reduction of the exchange ratio, then Seller agrees to
acquire additional shares of Buyer through exercise of its outstanding warrant
so as to retain its five-sixths ownership of the outstanding shares of Buyer.
6. Securities Representations.
In addition to the other representations made in Sections 2
and 3 hereof, Buyer and Seller hereby represent and warrant to the other as
follows:
(a) Buyer and Seller acknowledge that the Shares and the
Belcor shares are and will be acquired solely by and for the Buyer and Seller,
respectively, for investment and not as a nominee or agent for the benefit of
any other person or entity, and neither Buyer nor Seller has any current
intention of distributing, reselling, or assigning any of the Shares or Belcor
shares, other than in accordance with the provisions of the Securities Act of
1933, as amended ("1933 Act"), and the rules and regulations adopted by the SEC
under the 1933 Act and any other applicable laws.
(b) Buyer and Seller understand that none of the Shares or
Belcor shares have been registered under the 1933 Act and that neither Rio nor
Buyer is under any obligation to register or assist the other in registering any
of the securities. Buyer and Seller further understand and agree that the Shares
and Belcor shares must be held indefinitely unless subsequently registered under
the 1933 Act or an exemption from registration under the 1933 Act covering any
sale of the securities is available. Buyer and Seller understand that legends
reflecting these restrictions on transferability will be set forth on any
certificates evidencing the securities.
(c) Buyer and Seller are aware that (i) its investment in the
Shares or Belcor shares involves a possible degree of risk, lack of liquidity
and substantial restriction on transferability and (ii) no federal or state
agency has made any finding or determination as to the fairness for investment
in, or any recommendation or endorsement of, any of the securities.
(d) Buyer and Seller have sufficient financial resources
available to support the loss of all or a portion of each's investment in the
securities, has no need for liquidity with respect to its investment in the
securities and is able to bear the economic risk of the investment.
(e) Buyer and Seller are sophisticated and experienced in
financial, business and investment matters, and are aware of Rio's and Belcor's
financial condition and business
Page 41 of 59 Pages
<PAGE>
affairs and, as a result, are in a position to evaluate the merits and risks of
an investment in the securities.
(f) Buyer and Seller have each relied solely upon the advice
of their advisors and independent investigations made by each in deciding to
invest in the securities, and no oral or other representations other than those
explicitly set forth in this Agreement have been made to Buyer or Seller
regarding Rio, Belcor or the securities.
7. Further Assurances.
At the Closing, and from time to time thereafter, Seller and
Buyer shall execute and deliver to the other such other documents and
instruments, and take such other actions, as each may reasonably request in
order to more fully vest in each and to perfect their respective title to the
securities.
8. Miscellaneous.
(a) Notices. All notices, requests, consents and other
communications required or permitted under this Agreement shall be in writing
(including communications transmitted by facsimile) and shall be (as elected by
the person giving such notice) hand delivered by messenger or courier service,
transmitted by facsimile or mailed by registered or certified mail (postage
prepaid), return receipt requested, addressed as follows:
If to Buyer: Belcor Inc.
P.O. Box 199
Sonoma, California 95476-0199
Attention: Andrew K. Simpson, Chief Executive Officer
FAX No. (707) 935-0868
If to Seller: Coastal Capital Partners, L.P.
101 Morgan Lane, Suite 180
Plainsboro, New Jersey 08536
Attention: Teresa Morris
FAX No. (609) 936-9088
or to such other address or facsimile number as any party may designate by
notice complying with the terms of this Section 8(a). Each such notice shall be
deemed delivered (a) on the date delivered by personal delivery, (b) on the date
of transmission with confirmation of transmission if by facsimile and (c) on the
date upon which the return receipt is signed or delivery is refused or the
notice is designated by the postal authorities as not deliverable, as the case
may be, if mailed.
(b) Specific Performance. The parties hereto acknowledge that
they have bargained for the performance of the specific duties and obligations
of each of the parties contained in this Agreement and that, in the event of
default by any party hereunder, money damages will not adequately compensate the
injured party. Accordingly, each party hereto agrees and consents to the
specific performance of such party's duties and obligations hereunder by the
valid judgment or decree of a court of competent jurisdiction in the event of
such party's failure to perform such duties and obligations in accordance with
their terms.
Page 42 of 59 Pages
<PAGE>
(c) Successors in Interest. This Agreement shall be binding
upon and shall inure to the benefit of the successors, assigns, personal
representatives, heirs and legatees of the respective parties hereto.
(d) Choice of Law. It is the intention of the parties that the
substantive laws of California shall govern the validity of the Agreement, the
construction of its terms and the interpretation of the rights and duties of the
parties hereunder.
(e) Severability. In the event any provision hereof shall be
invalid, illegal or unenforceable, the validity, legality or enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.
(f) Separate Counsel. The parties acknowledge that Buyer and
Seller each had separate legal counsel in connection with this Agreement.
(g) Integrated Agreement. The foregoing constitutes the entire
agreement of the parties on the subject hereof, and there are no agreements or
understandings between the parties relating to the sale of the Shares by Seller
to Buyer other than those set forth herein.
(h) Counter Execution. Separate copies of this Agreement may
be signed by the parties hereto, with the same effect as though all of the
parties had signed one copy of this Agreement.
Page 43 of 59 Pages
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this
Securities Purchase Agreement as of the date first above written.
COASTAL CAPITAL PARTNERS, L.P.
By: COASTAL CAPITAL PARTNERS, INC.,
as General Partner
By: /s/ Andrew K. Simpson
---------------------------------
Andrew K. Simpson,
Chief Executive Officer
BELCOR INC.
By: /s/ Andrew K. Simpson
---------------------------------
Andrew K. Simpson,
President
Page 44 of 59 Pages
<PAGE>
EXHIBIT AK
WARRANT PURCHASE AGREEMENT
THIS WARRANT PURCHASE AGREEMENT (this "Agreement") is made as of
October 11, 1996 by and between Rio Grande Mining Company, a Nevada corporation
("Purchaser") and Belcor, Inc., a California corporation ("Seller").
RECITALS
WHEREAS, pursuant to that certain Amended and Restated Termination
Agreement, dated as of June 6, 1996, between the Purchaser and the Seller, the
Purchaser issued to the Seller a ten year warrant (the "Settlement Warrant") in
favor of the Seller to purchase up to a maximum of 17,000,000 unregistered
shares of common stock of the Purchaser (the "Shares") at an exercise price of
$.24 per share; and
WHEREAS, the Purchaser desires to purchase from the Seller and the
Seller desires to sell and assign to the Purchaser, at a purchase price equal to
9,000,000 shares of the Purchaser's common stock, the Settlement Warrant.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants,
representations and agreements contained herein, and for other valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto covenant and agree as follows:
1. Purchase and Sale Settlement Warrant. Subject to the terms and
conditions set forth in this Agreement, the Seller hereby sells, assigns and
delivers to the Purchaser, and the Purchaser hereby accepts, acquires and takes
delivery of, the Settlement Warrant, free and clear of all liens, claims and
encumbrances. In connection with such sale, the Seller hereby delivers a written
assignment of the Settlement Warrant duly executed in favor of the Purchaser.
2. Purchase Price. As full consideration for the sale to the Purchaser
of the Settlement Warrant, the Purchaser has issued to the Seller 9,000,000
unregistered shares of its common stock as the purchase price for the Settlement
Warrant (the "Purchase Price Shares").
3. Consent to Transfer. As required under Section 8 of the Settlement
Warrant, the Purchaser, in its capacity as the issuer of such Warrants, hereby
consents to the sale and assignment of the Settlement Warrant as contemplated
herein.
4. Representations, Warranties and Covenants of the Purchaser. The
Purchaser represents, warrants and covenants to the Seller that:
Page 45 of 59 Pages
<PAGE>
4.1. The Purchase Price Shares when issued in accordance with
the terms of this Agreement will be validly issued, fully paid and
nonassessable, and free and clear of all liens, charges and encumbrances, and
upon issuance to the Seller of the Purchase Price Shares, the Seller will
indefeasibly own good and marketable title to the Purchase Price Shares, free
and clear of all pledges, liens and encumbrances.
4.2. The execution, delivery and performance of this Agreement
have been duly authorized by all requisite corporate action.
4.3. This Agreement constitutes the valid and binding
obligation of the Purchaser, enforceable in accordance with its terms, except as
such enforceability may be limited by applicable bankruptcy, insolvency,
moratorium, reorganization or similar laws from time to time in effect which
affect creditors' rights generally and by legal and equitable limitations on the
availability of specific remedies.
5. Representations, Warranties and Covenants of the Seller. The Seller
represents, warrants and covenants to the Purchaser that:
5.1. The Seller owns the Settlement Warrant free and clear of
all liens, charges and encumbrances, and upon the sale and assignment to the
Purchaser of the Settlement Warrant, the Seller will indefeasibly own good and
marketable title to the Settlement Warrant.
5.2. The execution, delivery and performance of this Agreement
have been duly authorized by all requisite corporate action.
5.3. This Agreement constitutes the valid and binding
obligation of the Seller, enforceable in accordance with its terms, except as
such enforceability may be limited by applicable bankruptcy, insolvency,
moratorium, reorganization or similar laws from time to time in effect which
affect creditors' rights generally and by legal and equitable limitations on the
availability of specific remedies.
6. Miscellaneous.
6.1. Governing Law. This Agreement is made in, and shall be
governed, enforced and construed under the laws of, the State of California,
without regard to the conflict of laws principles thereof.
6.2. Entire Agreement. This Agreement constitutes the entire
understanding and agreement of the parties with respect to the subject matter
hereof, and shall supersede and replace all prior understandings and agreements,
whether oral or in writing. The parties confirm and acknowledge that there are
no other promises, covenants, understandings, agreements, representations or
warranties with respect to the subject matter of this Agreement, except as
expressly set forth herein or in any instrument executed concurrently herewith.
6.3. Further Assurances. The parties agree to execute any
further documents and take any further actions as may be reasonable and
appropriate in order to carry out the purpose and the intent of this Agreement.
Page 46 of 59 Pages
<PAGE>
6.4. Modification. This Agreement may not be modified,
terminated or amended in any respect, except pursuant to an instrument in
writing duly executed by all of the parties hereto.
6.5. Severability. In the event that any provision of this
Agreement shall be adjudicated to be void, illegal, invalid or unenforceable,
the remaining terms and provisions of this Agreement shall not be affected
thereby, and each of such remaining terms and provisions of this Agreement shall
be valid and enforceable to the fullest extent permitted by law.
6.6. Counterparts. This Agreement may be executed in one or
more counterpart copies, and each of which so executed, irrespective of the date
of the execution and delivery, shall be deemed to be an original, and all such
counterparts together shall constitute one and the same instrument. The
signature pages of one or more of the counterpart copies may be removed from
such counterpart copies and all attached to the same copy of this Agreement
which, with all attached signature pages, shall be deemed to be an original
Agreement.
Page 47 of 59 Pages
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Warrant
Purchase Agreement to be executed as of the date first written above.
BELCOR INC.
By: /s/ Andrew K. Simpson
---------------------------------
Andrew K. Simpson,
Chief Executive Officer
RIO GRANDE MINING COMPANY
By: /s/ Andrew K. Simpson
---------------------------------
Andrew K. Simpson
Chief Executive Officer
Page 48 of 59 Pages
<PAGE>
ASSIGNMENT
(To be signed only upon assignment of Warrant)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
Rio Grande Mining Company, 101 Morgan Lane, Suite 180
Plainsboro, NJ 08536
(Name and Address of Assignee Must Be Printed or Typewritten)
- --------------------------------------------------------------------------------
the within Warrant, hereby irrevocably constituting and appointing
______________________________________________________________________ Attorney
to transfer said Warrant on the books of the Company, with full power of
substitution in the premises.
DATED: October 11, 1996
------------------------------
Signature of Registered Holder
Signature Guaranteed: NOTE:
The above signature must correspond with the name as written upon the
face of this Warrant Certificate in every particular, without
alteration or enlargement or any change whatever, unless this Warrant
has been assigned.
Page 49 of 59 Pages
<PAGE>
EXHIBIT AL
AGREEMENT OF PURCHASE AND SALE OF REAL PROPERTY
This Agreement of Purchase and Sale of Real Property ("Agreement") is
made and entered into as of this 11th day of October, 1996, by and between Rio
Grande Mining Company, a Nevada corporation ("Rio Grande") as buyer, and Belcor
Inc., a California corporation ("Belcor") as seller.
1. Purchase and Sale of Property. Belcor agrees to sell to Rio Grande
and Rio Grande agrees to purchase from Belcor all of Belcor's right, title and
interest in the minerals and mineral rights in, on, under and covered by all of
the lands located in Shafter, Texas in Presidio County, Texas (the Red Hills
Property") as more particularly described in the deed without warranty in the
form set forth in Exhibit A hereto (the "Deed").
2. Purchase Price. The purchase price for the Red Hills Property shall
be 2,500,000 unregistered shares of common stock of Rio Grande (the Shares"),
issuable by Rio Grande to Belcor at the "Closing" (as hereinafter defined).
3. Closing. The purchase and sale of the Red Hill Property shall take
place on a date on or before October __, 1996 (the "Closing Date"). The
transactions contemplated hereby shall occur at a closing ("Closing") to take
place at the offices of Mayer, Brown & Platt in Los Angeles, California or such
other location as may be mutually agreed upon by Rio Grande and Belcor. On the
Closing Date, Belcor shall deliver such instruments and documents as Rio Grande
shall reasonably deem necessary or convenient, including a notarized and
executed Deed in order to convey, transfer and assign to Rio Grande all of
Belcor's right, title and interest in and to the Red Hills Property and Rio
Grande shall simultaneously issue to Belcor a number of shares of its common
stock equal to the Purchase Price. If the Closing occurs prior to the receipt of
the tax bill for the calendar year or other applicable tax period in which the
Closing occurs, Belcor and Rio Grande shall prorate taxes for such calendar year
or other applicable tax period based upon the most recent ascertainable assessed
values and tax rates using the tax bill for the previous calendar year or other
applicable tax period. In the event that final bills are not available or cannot
be issued prior to the Closing for any item being prorated under this Section 3,
then Belcor and Rio Grande agrees to allocate such items on a fair and equitable
basis as soon as such bills are available, final adjustment to be made as soon
as reasonably possible after the Closing.
4. Representations and Warranties of Rio Grande. Rio Grande hereby
represents and warrants to Belcor that:
4.1. The Shares when issued in accordance with the terms of
this Agreement will be validly issued, fully paid and nonassessable, and free
and clear of all liens, charges and encumbrances, and upon transfer of the
Shares to Belcor, Belcor will indefeasibly own good and marketable title to the
Shares, free and clear of all pledges, liens and encumbrances.
4.2. The execution, delivery and performance of this Agreement
have been duly authorized by all requisite corporate action.
Page 50 of 59 Pages
<PAGE>
4.3. This Agreement constitutes the valid and binding
obligation of Rio Grande, enforceable in accordance with its terms, except as
such enforceability may be limited by applicable bankruptcy, insolvency,
moratorium, reorganization or similar laws from time to time in effect which
affect creditors' rights generally and by legal and equitable limitations on the
availability of specific remedies.
5. Representations, Warranties and Covenants of Belcor. Belcor
represents, warrants and covenants to Rio Grande that:
5.1. It has not sold, assigned or conveyed any of the Red
Hills Property prior to the date hereof.
5.2. It is duly authorized to enter into this Agreement and to
consummate the transactions contemplated hereby.
5.3. It understands that the Shares are not being registered
under the Securities Act of 1933 ("1933 Act") or any state securities or "Blue
Sky" laws and are being sold to Belcor in a transaction intended to be exempt
from the registration requirements of the 1933 Act and any such laws.
5.4. It has knowledge and experience in financial and business
matters so as to be capable of evaluating the merits and risks of an investment
in the Shares, and is able to bear the economic risk of investment in the
Shares. Belcor has been furnished with and had an opportunity to review all
information regarding the Shares which it has requested from Rio Grande and has
had any questions arising from such review answered by Rio Grande.
5.5. It is acquiring the Shares for its own account and not
with a view to distribution within the meaning of the 1933 Act or state blue sky
laws, and it will not, directly or indirectly, voluntarily offer, sell, pledge,
transfer or otherwise dispose of (or solicit any offers to purchase or otherwise
acquire or take a pledge of) any such Shares except in compliance with the 1933
Act and the rules and regulations promulgated thereunder.
5.6. It understands that the Shares cannot be resold unless
they are first registered under the 1933 Act and any applicable state securities
or "Blue Sky" laws, or such sale is made pursuant to an exemption from the
registration requirement of the 1933 Act and such laws, and that each of the
Shares bears the following legend:
THE SECURITIES REPRESENTED HEREBY HAVE BEEN ISSUED PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AND ARE NOT
REGISTERED THEREUNDER. IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THESE
SECURITIES, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR,
EXCEPT PURSUANT TO A REGISTRATION STATEMENT DULY FILED WITH THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION, UNLESS AN APPLICABLE EXEMPTION FROM SUCH
REGISTRATION IS AVAILABLE.
6. Further Assurances. Rio Grande and Belcor shall cooperate with each
other and execute and deliver such further instruments and documents as may be
necessary to more fully
Page 51 of 59 Pages
<PAGE>
effectuate the purposes and intent of this Agreement and the transfer of the Red
Hills Property to Rio Grande.
7. Entire Agreement; Survival of Rights and Obligations. This
Agreement constitutes the entire Agreement between Rio Grande and Belcor
pertaining to the subject matter hereof and may not be amended except by a
written instrument duly executed by the party to be charged. The provisions of
this Agreement to be performed after Closing shall survive the Closing and the
recordation of the Deed and/or other instruments of transfer; all other
provisions of this Agreement shall be deemed to have merged into the Deed upon
the Closing.
8. Successors and Assigns. This Agreement and all of the provisions
hereof will be binding upon and inure to the benefit of the parties hereto and,
as applicable, their respective successors, assigns, heirs, executors and
administrators.
9. Counterparts. This Agreement may be executed in one or more
counterparts, any one of which need not contain the signature of more than one
party, but all such counterparts taken together will constitute one and the same
Agreement.
10. Time of Essence. It is expressly understood and agreed that time
is of the essence of this Agreement and every part hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed and delivered as of the date first above written.
RIO GRANDE MINING COMPANY
By: /s/ Andrew K. Simpson
---------------------------------
Andrew K. Simpson
Chief Executive Officer
BELCOR INC.
By: /s/ Andrew K. Simpson
---------------------------------
Andrew K. Simpson,
Chief Executive Officer
Page 52 of 59 Pages
<PAGE>
Exhibit A
DEED WITHOUT WARRANTY
THE STATE OF TEXAS ss.
ss. KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF PRESIDIO ss.
THAT BELCOR INC., a California corporation ("Grantee") whose address
is 18004 Skypark Circle, Irvine, CA 92714 ("Grantor"), FOR AND IN CONSIDERATION
of the sum of Ten and No/100 Dollars ($10.00) in hand paid by RIO GRANDE MINING
COMPANY, a Nevada corporation ("Grantee") and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, has
GRANTED, SOLD and CONVEYED and by these presents does GRANT, SELL and CONVEY
unto Grantee all rights, titles and interest, if any, of the Grantor in the
minerals and mineral rights in, on, under and covered by all of following
described lands situated in Presidio County, Texas (said rights, titles, and
interest being hereinafter referred to collectively as the "Property") and more
particularly described as follows:
ALL of SURV. 2, ABST. 2813, CERT. 49/7109, J.B. LACOSTE, H&TC Ry. Co.
BLOCK No. 7, consisting of 640 acres of land, more or less.
ALL of SURV. 33, ABST. 1728, CERT. 388, M. TARIN, within H&TC Ry. Co.
BLOCK No. 7, consisting of 320 acres of land, more or less.
ALL of SURV. 34, ABST. 1729, CERT. 388, M. TARIN, within H&TC Ry. Co.
BLOCK No. 7, consisting of 320 acres of land, more or less.
ALL of SURV. 186, ABST. 2508 or 84, CERT. 1096, M CUBIER, within H&TC
Ry. Co. BLOCK No. 7, consisting of 160 acres of land, more or less.
ALL of SURV. 187, ABST. 85, CERT. 1096 or 47/7110, M. CUBIER, within
H&TC Ry. Co. BLOCK No. 7, consisting of 160 acres of land, more or
less.
TO HAVE AND TO HOLD the Property, together with the rights and
appurtenances thereto in any wise belonging unto Grantee, its successors and
assigns forever.
Page 53 of 59 Pages
<PAGE>
This Deed Without Warranty is not intended to be a quitclaim deed and
is intended to be a conveyance of the Property rather than merely a conveyance
of Grantor's interest therein.
NOTWITHSTANDING ANYTHING HEREIN CONTAINED TO THE CONTRARY, THIS
CONVEYANCE IS MADE WITHOUT EXPRESSED OR IMPLIED WARRANTY OR TITLE OR OTHER
WARRANTY (WHETHER STATUTORY, EXPRESS, IMPLIED OR WHICH OTHERWISE ARISE BY COMMON
LAW) AND IS MADE "AS IS, WHERE IS AND WITH ALL FAULTS," PROVIDED, HOWEVER, THAT
GRANTOR DOES HEREBY REPRESENT THAT IT HAS NOT SOLD, ASSIGNED OR CONVEYED ANY OF
THE PROPERTY PRIOR TO THE DATE HEREOF.
EXECUTED this the __________ day of October __, 1996.
BELCOR INC.
By:___________________________
Name: Andrew K. Simpson
Title: President
Page 54 of 59 Pages
<PAGE>
STATE OF CALIFORNIA )
)
COUNTY OF SONOMA )
On October __, 1996, before me, _______________________, a Notary Public in and
for said State, personally appeared Andrew K. Simpson, personally known to me
(or proved to me on the basis of satisfactory evidence) to be the person whose
name is subscribed to the within instrument and acknowledged to me that he/she
executed the same in his/her authorized capacity, and that by his/her signature
on the within instrument such person, or the entity upon behalf of which such
person acted, executed such instrument.
WITNESS my hand and official seal.
------------------------------
(Signature)
My Commission Expires:__________
[Affix Notarial Seal]
AFTER RECORDATION, RETURN TO:
Mr. Timothy Ellwood
Mayer, Brown & Plat
700 Louisiana, Suite 4400
Houston, TX 77002
Page 55 of 59 Pages
<PAGE>
EXHIBIT AM
Westerly Partners
620 Newport Center Drive
Eleventh Floor
Newport Beach, California 92660
(714) 955-200 o Fax (714) 955-1812
October 11, 1996
BOARD OF DIRECTORS
Belcor, Inc.
539 Broadway Suite D
Sonoma, CA 95476
ATTN: Mr. Andrew K. Simpson
President & Chief Executive Officer
Dear Mr. Simpson,
We understand that Belcor, Inc. proposes to enter into a Plan of Contribution
providing for the transformation of Belcor, Inc. on terms summarized in this and
other documents prepared by Belcor, Inc. and certain other experts. The
Contribution Plan provides that:
- Coastal Capital Partners, L.P. contributes 15,500,000 shares of Rio
Grande Mining Company, a Nevada corporation, to Belcor, Inc. in return
for 22,475,000 unregistered shares of Belcor, Inc. as provided for in
the related Securities Purchase Agreement effective October 11, 1996.
- Rio Grande Mining Company acquires the asset known as the "Red Hills
Property" in exchange for 2,500,000 shares of Rio Grande Mining
Company Common Stock to be issued to Belcor, Inc. as provided for in
the related Agreement of Purchase and Sale of Real Property effective
October 11, 1996.
- Belcor, Inc. delivers the existing Settlement Warrant for 17,000,000
Rio Grande Mining Company shares to Rio Grande Mining Company with the
agreement that it will be extinguished in return for delivery of
9,000,000 shares of new Rio Grande Mining Company Common stock as
provided for in the related Warrant Purchase Agreement effective
October 11, 1996.
You have asked for our opinion as to whether the consideration to be received by
Belcor, Inc. pursuant to the proposed Contribution Plan is fair to the Belcor,
Inc. shareholders from a financial point of view.
Page 56 of 59 Pages
<PAGE>
Mr. Andrew K. Simpson
Belcor, Inc.
October 11, 1996
Page 2
In connection with this opinion, we have among other things:
I) Reviewed the financial statements of recent years and interim periods to date
and certain other relevant financial and operating data of Belcor, Inc. made
available to us from published sources and from certain records of Belcor, Inc.;
II) Analyzed the financial impact of this Contribution Plan on Belcor, Inc.'s
value on a per share basis;
III) Discussed the business and prospects of Belcor, Inc. including the impact
of the Contribution Plan thereon, with senior management of Belcor, Inc.;
IV) Reviewed certain Transaction Outline Memoranda and such information related
to Coastal Capital Partners, L.P.'s contribution of Rio Grande Mining Company
stock to Belcor, Inc. which were prepared by Belcor, Inc.'s management;
V) Confirmed that Belcor, Inc. had no outstanding Profit Sharing Plan or other
contingent employee plan obligations;
VI) Reviewed publicly available financial and market data for certain companies
which we deemed comparable to Belcor, Inc.;
VII) Reviewed publicly available financial and market data for certain
acquisitions and recapitalizations of companies which we deemed comparable to
Belcor, Inc.;
VIII) Reviewed certain valuation documents prepared for Rio Grande Mining
Company by independent analysts;
IX) Made such other analyses and examinations as we have deemed appropriate.
We have not independently verified the information considered in our review and
for purposes of the opinions set forth herein, we have assumed and relied upon
the accuracy and completeness of all such information as provided by management
and others.
Based upon and subject to the foregoing, including the various assumptions and
limitations set forth herein, it is our opinion that as of the data hereof, the
consideration to be received by Belcor, Inc. pursuant to the Contribution Plan
is fair to the Belcor, Inc. shareholders from a financial point of view.
Respectfully submitted,
WESTERLY PARTNERS
Page 57 of 59 Pages
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EXHIBIT AN
FOR IMMEDIATE RELEASE
October 13, 1996
Contact: Tom Goolsby Bryan C. Hansen
Howard Bronson & Company, Inc. Belcor, Inc.
(212) 867-6160 (707) 935-3284
BELCOR ANNOUNCES 80% OWNERSHIP OF
RIO GRANDE MINING COMPANY
Sonoma, California - October 13, 1996. Belcor, Inc. (OTC-BLCR) ("Belcor") today
announced its Board of Directors, on October 11, 1996, approved the acquisition
of 80.74% of the common stock of Rio Grande Mining Company ("Rio"), a
privately-held company in the development stage from Coastal Capital Partners,
L.P. ("Coastal"), a significant existing shareholder of Belcor. As a result of
the transaction, Coastal increased its ownership in Belcor from approximately
16% to slightly over 80%. No management changes are contemplated as a result of
the transaction.
Rio's principal asset is the Shafter/Presidio Project located in Presidio
County, Texas. This project is a non-operating silver property in which over $16
million for exploration and development was invested by a prior owner in the
late 1970's and early 1980's. Rio's management estimates, based upon old reports
which have not been updated, that the Shafter/Presidio Project contains over 30
million ounces of silver mineralized material. The old Presidio Mine, which is
included in the Shafter/Presidio property, produced over 30 million ounces of
silver during the period 1883 through 1942.
Belcor acquired the Rio stock in the following manner:
1) Coastal contributed 15,500,000 of its Rio shares to Belcor in
exchange for 22,475,000 newly issued shares of Belcor based on
an exchange ratio of one share of Rio for 1.45 shares of
Belcor.
2) In exchange for 9,000,000 Rio common shares, Belcor canceled
its outstanding 10-year settlement warrant to purchase
17,000,000 Rio shares at $.24 per share.
3) Belcor agreed to sell its copper mineral prospect known as the
Red Hills property to Rio for 2,500,000 Rio shares. At the
time of this transaction, the Red Hills property was carried
on Belcor's balance sheet at a value of $116,000 and was
subject to a three-year option by Rio to purchase the property
for $600,000.
Page 58 of 59 Pages
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4) As a result of the transactions described above, Belcor
acquired 27,000,000 Rio common shares, or approximately 80.74%
of the total Rio shares outstanding.
As of July 31, 1996, the date of Rio's latest unaudited financial statements,
Rio had total assets of $2.26 million and total stockholders' equity of $1.19
million. For the nine months ended July 31, 1996 and from inception on September
28, 1992 through July 31, 1996, Rio incurred net losses of $389,000 and
$1,011,000, respectively.
Belcor has approximately $17 million in net operating losses for federal income
tax purposes. As a result of the transaction described above, Belcor's ability
to fully utilize such losses in the future may be significantly limited.
Page 59 of 59 Pages
