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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 6)*
Belcor Inc.
--------------------------------------------------
(Name of Issuer)
Common Stock, $.10 par value
--------------------------------------------------
(Title of Class of Securities)
0774430 20 8
--------------------------------------------------
(CUSIP Number)
Theresa Morris, Secretary, Coastal Capital Partners, L.P., 101 Morgan Lane,
- ---------------------------------------------------------------------------
Suite 180, Plainsboro, NJ 08536
- -------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
August 27, 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 the statement [_]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SEC 1746 (12-91)
<PAGE>
SCHEDULE 13D
- ----------------------- ----------------------
CUSIP No. 0774430 20 8 Page 2 of 23 Pages
- ----------------------- ----------------------
- -------------------------------------------------------------------------------
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 866,668 Shares of Common Stock
NUMBER OF Warrants to acquire 1,063,332 shares of Common Stock
SHARES ------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 51,030 shares of Common Stock
OWNED BY
EACH Warrants to acquire 925,000 shares of Common Stock
REPORTING ------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER 866,668 Shares of Common Stock
WITH
Warrants to acquire 1,063,332 shares of Common Stock
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 917,698
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)
38.9% See Item 5
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- ----------------------- ----------------------
CUSIP No. 0774430 20 8 Page 3 of 23 Pages
- ----------------------- ----------------------
- -------------------------------------------------------------------------------
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
SHARES ------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 917,698 Shares of Common Stock
OWNED BY
EACH Warrants to acquire 1,988,332 shares of Common Stock
REPORTING ------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER 866,668 Shares of Common
Stock
Warrants to acquire 1,063,332 shares of Common Stock
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 917,698
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)
38.9% See Item 5
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- ----------------------- ----------------------
CUSIP No. 0774430 20 8 Page 4 of 23 Pages
- ----------------------- ----------------------
- -------------------------------------------------------------------------------
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
SHARES ------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 917,698 Shares of Common Stock
OWNED BY
EACH Warrants to acquire 1,988,332 shares of Common Stock
REPORTING ------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER 917,698 Shares of Common
Stock
Warrants to acquire 1,063,332 shares of Common Stock
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 917,698
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)
38.9% See Item 5
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- ----------------------- -----------------------
CUSIP No. 0774430 20 8 Page 5 of 23 Pages
- ----------------------- -----------------------
- --------------------------------------------------------------------------------
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
SHARES -------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH Warrants to acquire 150,000 shares of Common Stock
REPORTING -------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
Warrants to acquire 150,000 shares of Common Stock
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
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)
2.7% See Item 5
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- ----------------------- ----------------------
CUSIP No. 0774430 20 8 Page 6 of 23 Pages
- ----------------------- ----------------------
- -------------------------------------------------------------------------------
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
SHARES ------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH Warrants to acquire 150,000 shares of Common Stock
REPORTING ------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
Warrants to acquire 150,000 shares of Common Stock
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- -------------------------------------------------------------------------------
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)
2.7% See Item 5
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- ----------------------- ----------------------
CUSIP No. 0774430 20 8 Page 7 of 23 Pages
- ----------------------- ----------------------
- -------------------------------------------------------------------------------
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*
OO
- -------------------------------------------------------------------------------
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
SHARES ------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 51,030 shares of Common Stock
OWNED BY
EACH Warrants to acquire 475,000 shares of Common Stock
REPORTING ------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER 51,030 shares of Common Stock
WITH
Warrants to acquire 475,000 shares of Common Stock
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- -------------------------------------------------------------------------------
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)
8.8% See Item 5
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- ----------------------- ----------------------
CUSIP No. 0774430 20 8 Page 8 of 23 Pages
- ----------------------- ----------------------
- -------------------------------------------------------------------------------
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*
OO
- -------------------------------------------------------------------------------
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
SHARES ------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH Warrants to acquire 50,000 shares of Common Stock
REPORTING ------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
Warrants to acquire 50,000 shares of Common Stock
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- -------------------------------------------------------------------------------
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)
0.9% See Item 5
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- ----------------------- ----------------------
CUSIP No. 0774430 20 8 Page 9 of 23 Pages
- ----------------------- ----------------------
- -------------------------------------------------------------------------------
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*
OO
- -------------------------------------------------------------------------------
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
SHARES ------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH Warrants to acquire 100,000 shares of Common Stock
REPORTING ------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
Warrants to acquire 100,000 shares of Common Stock
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- -------------------------------------------------------------------------------
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)
1.8% See Item 5
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Page 10 of 23
This Amendment No. 6 ("Amendment No. 6") to the Statement on 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 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"), amends and supplements the original Statement on Schedule 13D of the
Filing Persons filed with the Securities and Exchange Commission ("SEC") on
October 27, 1994 relating to the purchase by Coastal LP of warrants ("Coastal
Warrants") to purchase up to 3,000,000 shares of Common Stock, par value $0.10
per share (the "Common Stock") of Belcor Inc., a California corporation (the
"Company"), as amended by Amendment No. 1 thereto, filed on October 3, 1995, by
Amendment No. 2 thereto, filed on October 10, 1995, by Amendment No. 3 thereto
filed on November 20, 1995, by Amendment No. 4 thereto filed on May 29, 1996
("Amendment No. 4") and by Amendment No. 5 thereto filed on July 2, 1996
("Amendment No. 5") relating to the original purchase by Coastal LP of the
Coastal Warrants, subsequent exercises and assignments of the Coastal Warrants
and certain other matters.
ITEM 1.
- -------
The information set forth in Item 1 of Amendment No. 4 is incorporated
herein by reference.
ITEM 2.
- -------
(a)-(c) Except as set forth below, the information set forth in Item 2
(a)-(c) of Amendment No. 4 is incorporated herein by reference.
The additional Filing Person under this Amendment No. 6 is K. Glenn
Cole. Cole is an accountant and the President of James A. Redding Company, which
address is 14 Berwick Street, White Haven, Pennsylvania 18661. The residence
address of Cole is 801 Timber Trail, Oakdale, Pennsylvania 15071. Cole served
as the Chief Financial Officer and Secretary of the Company until his
resignation on June 30, 1996.
(d)-(f) Except as set forth below, the information set forth in Item 2
(d)-(f) of Amendment No. 4 is incorporated herein by reference.
During the last five years, Cole has not been (i) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and, as a result of such proceeding, was or is subject to
a judgement, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws. Cole is a citizen of the
United States of America.
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. 5 is incorporated herein by reference. Under a Letter Agreement,
dated November 28, 1995, between Coastal LP, the Company and Cole (the "Cole
Letter Agreement"), which supplemented a Services Agreement between Cole and the
Company, dated December 8, 1994, Coastal agreed to assign to Cole a portion of
the Coastal Warrants representing the right to purchase up to 50,000 shares of
Common Stock (the "Assigned Warrants") and the Company agreed to issue five year
warrants representing the right to purchase up to 50,000 shares of Common Stock
(the "Issued Warrants," and together with the Assigned Warrants, collectively,
the "Cole Warrants"). The Cole Warrants were to be transferred to Cole as a
performance bonus in connection with his continuing to provide
<PAGE>
Page 11 of 23
services to the Company as its chief financial officer and secretary. On August
27, 1996, pursuant to the Cole Letter Agreement the Assigned Warrants were
assigned by Coastal LP to Cole and on the same date the Issued Warrants were
issued by the Company to Cole.
In satisfaction of its remaining obligations under an October 20, 1994
letter agreement relating to the services of David C. Fraser in introducing Yang
to the management of Rio Grande Mining Company ("Rio Grande") as described in
Item 4 and Item 6 of Amendment No. 4, on August 27, 1996, Coastal LP assigned to
Fraser a portion of the Coastal Warrants representing the right to purchase up
to 150,000 shares of Common Stock (the "Fraser Warrants").
On August 27, 1996, Hamilton Research, Inc., a Maryland corporation
("HRI") was assigned a portion of the Coastal Warrants representing the right to
purchase up to 50,000 shares of Common Stock (the "HRI Warrants") by Coastal LP
in consideration of the settlement of various claims of HRI and D. Ross
Hamilton, the sole shareholder of HRI, as set forth in a Letter Agreement, dated
September 28, 1995, between Coastal LP, the Company, Rio Grande and Hamilton, as
described and reflected in Item 4 and Item 6 of Amendment No. 4.
ITEM 4. PURPOSE OF TRANSACTION.
- ------- ----------------------
Except as set forth below, the information set forth in Item 4 of
Amendment No. 5 is incorporated herein by reference.
Cole acquired the Cole Warrants for investment purposes.
Cole does 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 of
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.
VOTING AGREEMENT
----------------
Coastal LP and Cole entered into a Voting and Right of First Refusal
Agreement, dated as of August 27, 1996 (the "Cole Voting Agreement"). The
following description of the Cole Voting Agreement is a summary only of certain
of the material terms contained therein. The Cole
<PAGE>
Page 12 of 23
Voting agreement contains additional material terms and conditions and a copy of
such agreement has been filed as Exhibit AG to this Amendment No. 6. Such
descriptions are qualified in their entirety by reference to such exhibit.
Pursuant to the Cole Voting Agreement, Cole agreed to vote any shares
of Common Stock he may acquire under the Cole Warrants and any other shares of
Common Stock subsequently issued to Cole on, or in exchange for, any of such
shares by reason of any stock dividend, stock split, reclassification, asset
sale or any other transaction or event involving the Company (collectively, the
"Cole Shares") so as to elect nominees of Coastal LP to the Company's Board of
Directors, to ensure that no director of the Company is removed without the
written authorization of Coastal LP, and to ensure that the Company's Articles
of Incorporation and Bylaws do not conflict with the Cole Voting Agreement, and
to vote his shares on any issue put to a shareholder vote in the manner
recommended by the Company's Board of Directors.
Under the Cole Voting Agreement, Coastal LP also has a right of first
refusal to purchase any Cole Warrants and/or Cole Shares as may become the
subject of a bona fide offer received by Cole from a third party on the same
terms and conditions as set forth in such offer. To the extent that Coastal
does not exercise its right of first refusal and such Cole Warrants and/or Cole
Shares are thereafter sold pursuant to such bona fide offer, the provisions of
the Cole Voting Agreement would no longer apply to such securities.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
- ------- --------------------------------
(a)-(b) Based on information in the Company's Quarterly Report on
Form 10-QSB for the Quarter ended April 30, 1996, there were 5,480,133 shares of
Common Stock outstanding as of June 13, 1996.
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 this 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 1.8% 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 respective warrants. The number of shares of Common Stock beneficially
owned by Leibsker and Caffey represents approximately 8.8% and 0.9%,
respectively, of the shares of Common Stock which would be issued and
outstanding upon exercise of 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
<PAGE>
Page 13 of 23
respective warrants. The number of shares of Common Stock beneficially owned by
Morris and Gan represents approximately 2.7% and 2.7%, respectively, of the
shares of Common Stock which would be issued and outstanding upon exercise of
the Morris/Gan Warrants.
After giving effect to its assignment of the Assigned Warrants, the
Fraser Warrants and the HRI Warrants, as described in Item 3 of this 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 866,668 shares of Common Stock which it acquired upon partial exercise
of the Coastal Warrants. 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 38.9% 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
866,668 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
38.9% 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.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
- ------- ---------------------------------------------------------------------
TO ANY SECURITIES OF THE ISSUER.
--------------------------------
Except as described in Item 4 of this Amendment No. 6, there are no
contracts, arrangements, understandings or relationships with respect to any
securities of the Company.
<PAGE>
Page 14 of 23
<TABLE>
<CAPTION>
ITEM 7. EXHIBITS.
- ------- ---------
<S> <C>
The following documents are filed as exhibits.
<S> <C>
Exhibit A - Joint Filing Agreement Pursuant to Rule 13d-1(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.*
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.*
</TABLE>
<PAGE>
Page 15 of 23
<TABLE>
<S> <C>
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 Liebsker and M. Douglas
Caffey.*
Exhibit AA - Belcor Inc. Shareholders' Agreement, dated as of June 26,
1996, between Coastal Capital Partners, L.P., Donald
Liebsker 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.
Exhibit AG - Voting Agreement, dated as of August 27, 1996, between
Coastal Capital Partners, L.P. and K. Glenn Cole.
</TABLE>
- ------------
* Previously filed.
<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: August 29, 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>
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: August 29, 1996 COASTAL CAPITAL PARTNERS, INC.
By: /s/ Andrew K. Simpson
--------------------------------
Andrew K. Simpson
President and Chief Executive
Officer and Director
<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: August 29, 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>
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: August 29, 1996
By: /s/ Andrew K. Simpson
-----------------------
Andrew K. Simpson, as
Attorney-in-fact for
Michael Y. Gan
<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: August 29, 1996
By: /s/ Andrew K. Simpson
------------------------------
Andrew K. Simpson, as
Attorney-in-fact for
Theresa C. Morris
<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: August 29, 1996
By: /s/ Andrew K. Simpson
-------------------------------
Andrew K. Simpson, as
Attorney-in-fact for
Donald M. Leibsker
<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: August 29, 1996
By: /s/ Andrew K. Simpson
---------------------------
Andrew K. Simpson, as
Attorney-in-fact for
M. Douglas Caffey
<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: August 29, 1996
By: /s/ Andrew K. Simpson
----------------------------
Andrew K. Simpson, as
Attorney-in-fact for
K. Glenn Cole
<PAGE>
EXHIBIT 99 (AD)
JOINT FILING AGREEMENT
This Agreement is entered into by and among Coastal Capital Partners, L.P.,
a Delaware limited partnership, Coastal Capital Partners, Inc., a Delaware
corporation, Philip L. Yang, Jr., an individual, Michael Y. Gan, an individual,
Theresa C. Morris, an individual, Donald Leibsker, an individual, M. Douglas
Caffey, an individual, and K. Glenn Cole, an individual.
Each of the persons named above hereby agrees that the Amendment No. 6 to
Schedule 13D of August 29, 1996 and to which this Agreement is attached as an
exhibit, which is to be filed with the Securities and Exchange Commission, is to
be filed on behalf of each such person.
This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same Agreement.
IN WITNESS WHEREOF, each of the undersigned has executed this Agreement
this 29th day of August, 1996.
COASTAL CAPITAL PARTNERS, L.P.
/s/ Andrew K. Simpson By: Coastal Capital Partners, Inc.
- ------------------------------- -------------------------------
Andrew K. Simpson, as attorney- as General Partner
in-fact for Michael Y. Gan
By: /s/ Andrew K. Simpson
-------------------------------
Andrew K. Simpson
/s/ Andrew K. Simpson
- --------------------------------
Chief Executive Officer
Andrew K. Simpson, as attorney-
in-fact for Theresa C. Morris
COASTAL CAPITAL PARTNERS, INC.
/s/ Andrew K. Simpson
- --------------------------------
Andrew K. Simpson, as attorney- By: /s/ Andrew K. Simpson
in-fact for Philip L. Yang --------------------------------
Andrew K. Simpson
Chief Executive Officer
/s/ Andrew K. Simpson
- --------------------------------
Andrew K. Simpson, as attorney-
in-fact for Donald Leibsker
/s/ Andrew K. Simpson /s/ Andrew K. Simpson
- -------------------------------- --------------------------------
Andrew K. Simpson, as attorney- Andrew K. Simpson, as attorney-
in-fact for M. Douglas Caffey in-fact for K. Glenn Cole
<PAGE>
EXHIBIT 99 (AE)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below hereby constitutes and appoints Andrew K. Simpson, as his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign the
Amendment No. 6 to Schedule 13D, dated August 29, 1996, and to which this
Power of Attorney is attached as an exhibit, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming his
signature as it may be signed by said attorney-in-fact and agent, or his
substitutes, to any and all amendments to said Schedule 13D.
IN WITNESS WHEREOF, the undersigned has executed this Agreement this 27th
day of August, 1996.
/s/ K. Glenn Cole
---------------------------------
K. Glenn Cole
<PAGE>
EXHIBIT 99 (AF)
The Heartland Group
4550 Post Oak Place
Houston, TX 77027
(713) 961-0534
Fax: (713) 961-0574
November 28, 1995 Via FAX (412) 693-2540
Mr. K. Glenn Cole
801 Timber Trail
Oakdale, PA 15071
RE: Services Agreement with Belcor, Inc.
Dear Glenn:
Glenn, thank you for your fax of November 28, 1995. The Services Agreement
dated December 8, 1994 between you and Belcor, Inc. continues in force. While
the technical analysis you offered as to the provisions of the Investors' Rights
Agreement and the call for Coastal Capital Partners, L.P. consent to any change
in employment agreements is correct the important fact is Doug Caffey's
willingness to undertake any reasonable approach as long as Coastal is willing
to fund the cost and the Directors of Belcor retain control of disbursements of
the company.
Based on our discussion last week, my conversations with Doug Caffey and Andy
Simpson, and a review of the current agreement and related correspondence I
recommend you and the company take the following approach to staffing the
position of Chief Financial Officer.
1. Agree that the current Services Agreement will terminate as of March 31,
1996. The "30 day notice" provision for each party already in place as to
any early termination by either party will remain effective except that
Belcor, Inc. will have the right to terminate the agreement immediately if
the Termination Agreement is terminated.
2. Stipulate the all disbursements to date are ratified by Belcor's
Directors and any new disbursements will be pre approved by the President
of Belcor in writing before payment is made, however, authorize Cole to
disburse up to $2,000 at the CFO's discretion (this authority may not be
used for any payments for the benefit of Cole).
3. Confirm appointment of Cole as CFO, effective December 8, 1994, and
Secretary as of November 1, 1995 and provide Cole copies of the minutes
reflecting those appointments.
<PAGE>
Mr. K. Glenn Cole
Page 2
November 28, 1995
4. Provide that a minimum monthly consulting fee each month (beginning
December 1, 1995) of $5,000 will be earned, but agree that the amount to be
paid is the greater of that minimum or the time actually worked at a rate
of $500 for a full day or $250 for a half day.
All reasonable business expenses will be are reimbursed.
<TABLE>
<CAPTION>
Estimated cost:
<S> <C> <C>
For October 14 days(?) $7000 ($6,500 paid)
For November 12 days $6000
For December 10 days $5000
For January 14 days $7000
For February 10 days $5000
For March 10 days $5000
</TABLE>
5. Belcor will pay an advances of $1500 for travel expenses and $5,000 for
consulting fees by December 15, 1995 to address any credit risk in the
Belcor situation and agrees to pay invoices for consulting fees and travel
expenses upon presentation. If Belcor terminates the agreement because the
Termination Agreement is terminated, the advance will be considered payment
in lieu of notice.
6. Belcor has agreed to pay a Discretionary Performance Bonus to Cole of a
50,000 share warrant at the exercise price of $.15 per share to be
contributed by Coastal and, upon closing of the Termination and Investors'
Rights Agreements, Belcor will award a second warrant for 50,000 shares at
$.24 per share. (Both warrants would be eligible to participate in the
proposed Exchange Offer.)
Coastal Capital Partners, L.P. will either exercise warrants or cause Rio Grande
Mining Company to repay its payable to Belcor, Inc. so that funds to make these
and other payments incurred in the ordinary course of business are deposited in
Belcor as needed until the Termination Agreement and the Investors' Rights
Agreement are closed.
<PAGE>
Mr. K. Glenn Cole
Page 3
November 28, 1995
If these provisions are acceptable i believe it should be adequate to have you
and Doug Caffey sign a copy of this letter acknowledging an amendment to the
Services Agreement. The time and cost of a revised agreement and its review by
all parties is inconsistent with the scope of this assignment.
Sincerely,
/s/ John Averett
----------------
Received and Accepted:
BELCOR, INC.
By /s/ M. Douglas Caffey Date 11/29/95
----------------------------- --------
M. Douglas Caffey, President
Received and Accepted:
K. Glenn Cole
By /s/ K. Glenn Cole Date 11/29/95
----------------------------- ---------
cc: M. Douglas Caffey, President Belcor, Inc.
Donald Leibaker, Chairman of the Board, Belcor, Inc.
Jeffrey Linden, Ginsburg, Stephan, Oringher & Richman
Andrew K. Simpson, CEO Coastal Capital Partners, Inc.
<PAGE>
EXHIBIT 99 (AG)
VOTING AND RIGHT OF FIRST REFUSAL AGREEMENT
THIS VOTING AND RIGHT OF FIRST REFUSAL AGREEMENT (this "Agreement") is made
---------
as of August 27, 1996 by and between K. Glenn Cole, a Pennsylvania resident
"Cole") and Coastal Capital Partners, L.P., a Delaware limited partnership
----
("Coastal").
-------
RECITALS
--------
WHEREAS, Coastal has agreed, pursuant to a Letter Agreement, dated November
28, 1995, between Coastal LP, the Company and Cole (the "Cole Letter
-----------
Agreement"), which supplemented a Services Agreement between Cole and Belcor
- ---------
Inc., a California corporation (the "Company"), dated December 8, 1994, to
-------
assign to Cole warrants (the "Warrants") to purchase up to 50,000 shares of
--------
Common Stock (the "Common Stock") of the Company at an exercise price of $.15
------------
per share; and
WHEREAS, in connection with the assignment of the Warrants, Cole, Coastal
and the Company shall execute a Voting Agreement with respect to Shares that may
be obtained upon exercise of any Warrants.
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. VOTING AGREEMENT REGARDING SHARES.
---------------------------------
1.1 Agreement to Vote. Cole agrees on behalf of himself to hold
-----------------
all of shares of Common Stock now held or subsequently acquired by Cole
(including a warrant to purchase 50,000 shares of Common Stock to be issued by
the Company directly to Cole pursuant to the Cole Letter Agreement, any other
shares of Common Stock subsequently acquired by Cole upon exercise of any of the
Warrants, and any other shares of Common Stock issued to Cole on, or in exchange
for, any of such shares by reason of any stock dividend, stock split,
reclassification, asset sale or any other transaction or event involving the
Company, such shares being hereinafter referred to, collectively, as the
Shares") registered in his name subject to, and to vote the Shares in accordance
- ------
with, the provisions of this Agreement.
1.2 Board of Directors. Cole shall vote his Shares (or shall consent
------------------
pursuant to an action by written consent of the Company's shareholders) so as to
elect nominees designated by Coastal, its successors, affiliates or assigns to
all of the positions on
<PAGE>
the Company's then existing Board of Directors; and, in the event that any
designated director shall not complete his term of office as a director and a
successor director is to be elected, Cole shall vote his Shares to elect as such
successor director a nominee designated by Coastal, its successors, affiliates
or assigns.
1.3 Removal. On all matters relating to the removal of directors of
-------
the Company, Cole shall vote his Shares (or shall consent pursuant to an action
by written consent of the Company's shareholders) to ensure that no director of
the Company may be removed from the Board, with or without cause, except upon
the prior written authorization or request of Coastal.
1.4 Conflicting Charter or By-Law Provisions. Cole shall vote his
----------------------------------------
Shares (or shall consent pursuant to an action by written consent of the
Company's shareholders), and shall take all other action necessary, to ensure
that the Articles of Incorporation and By-Laws of the Company facilitate and do
not at any time conflict with the provisions of this Agreement.
1.5 Approval of Transactions. Cole shall vote his Shares (or shall
------------------------
consent pursuant to an action by written consent of the Company's shareholders)
on any issue put to the vote of the Company's shareholders in the manner which
the Board of Directors of the Company recommends.
1.6 Rights Assignable. Coastal may assign its rights and benefits
-----------------
under this Agreement to any person that acquires shares of Common Stock from
Coastal.
2. RIGHT OF FIRST REFUSAL.
----------------------
2.1 Grant of Right of First Refusal. In the event that Cole receives
-------------------------------
a Bona Fide Offer proposing a Sale of any Warrants and/or any Shares which Cole
is willing to accept, Cole shall promptly (and in any event within one business
day) give written notice of such offer (the "Offer Notice") to Coastal. The
------------
Offer Notice shall set forth all relevant terms and conditions in connection
with the Bona Fide Offer, including, without limitation, the party or parties
making such offer (the "Buyer"), the purchase price, method of payment thereof,
-----
proposed date of closing and a copy of the purchase agreement or other document
constituting the Bona Fide Offer.
2.2 Condition to Sale. Neither Cole nor any party acting on Cole's
-----------------
behalf shall enter into any agreement or commitment providing for the Sale of
any Warrants and/or any Shares or accept a Bona Fide Offer relating to a
proposed Sale of any Warrants or any Shares, until receipt (or a deemed receipt)
by Cole from Coastal of a written notice of election (the "Election Notice")
---------------
that provides that Coastal has elected not to exercise its right to purchase the
Warrants and/or Shares on the same terms and conditions as set forth in the
Offer Notice; provided, however, that Coastal shall endeavor to send to Cole its
-----------------
Election Notice within one business day after the Offer Notice has been received
by Coastal but in the event such a notice is not sent to Cole within three
business days following the date Cole sent the related Offer Notice, Coastal
shall be deemed to have elected not to exercise its right of first refusal with
respect to the Warrants and/or Shares identified in such Offer Notice. In the
event that Coastal elects to exercise its right of first refusal, Coastal agrees
to
<PAGE>
consummate the transactions contemplated by such Bona Fide Offer within 10
business days after the Offer Notice has been received by Coastal. If Coastal
elects not to exercise (or is deemed not to have elected not to exercise) its
right of first refusal, Cole may accept the Bona Fide Offer included with the
related Offer Notice and may consummate a Sale of the Warrants or Shares, as
specified in such related Offer Notice, to the Buyer, but only at a price and on
such other terms as specified in the Bona Fide Offer. Cole will promptly deliver
written notice to Coastal if the price and/or other terms of any Bona Fide Offer
not matched by Coastal change, in which case, Coastal will have the right to
purchase the Warrants or Shares on such changed price and/or other terms within
the time periods provided in this Section 2.2.
2.3 Subsequent Offers. Notwithstanding that Coastal declines to
-----------------
match one or more Bona Fide Offers, Coastal shall retain the right to match any
subsequent Bona Fide Offer(s) in the manner set forth in this Agreement.
2.4 Legend. Each certificate representing the Warrant or Shares
------
owned by Cole shall be endorsed with the following legend:
"THE VOTING OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND ANY
TRANSFER OF THESE SECURITIES ARE SUBJECT TO THE TERMS AND CONDITIONS
OF A VOTING AND RIGHT OF FIRST REFUSAL AGREEMENT. A COPY OF SUCH
AGREEMENT IS ON FILE WITH BELCOR, INC."
2.5 Covenant Regarding Legend. Cole hereby covenants to ensure
-------------------------
that each certificate representing Shares that he now holds or hereafter
acquires will bear the legend provided in Section 2.4 unless removed
-----------
pursuant to Section 2.6.
2.6 Removal of Legend. The legend provided in Section 2.4 may be
-----------------
removed from the certificate evidencing any Warrant or Share which is
transferred to a Buyer in accordance with the right of first refusal provisions
set forth in Sections 2.1, 2.2 and 2.3.
2.7 Cooperation with Filings. Cole shall cooperate fully with
------------------------
Coastal with regard to any filings required under the Securities and Exchange
Act of 1934, as amended, or any other federal or state securities law, rule or
regulation, relative to Cole's participation in this Agreement, which
cooperation shall include, without limitation, the prompt response to written
requests for information. Cole hereby agrees to indemnify and hold harmless
Coastal and the Company and their respective officers, directors, employees,
shareholders and agents from and against any and all losses, damages, costs and
expenses (including attorney's fees and other costs) and liabilities due or
arising out of information Cole shall provide to Coastal and the Company
pursuant to this Section 2.7 but only if such information included an untrue
-----------
statement of a material fact or omitted to state a material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading.
-6-
<PAGE>
3. Definitions.
-----------
3.1 "Sale". As used herein, the words "sell", "sale", "transfer" or
----
similar words of conveyance shall mean any sale, transfer, assignment, mortgage,
gift, or other conveyance of all or any part of the Warrants or Shares, or any
interest therein, whether voluntary, involuntary, by operation of law or
otherwise.
3.2 "Bona Fide Offer" means a written offer from a Buyer or
---------------
Buyers offering to consummate a transaction which would result in a Sale of the
Warrants or Shares; provided that such written offer (and related documents
provided with such offer) shall set forth in reasonable detail the price, the
method of payment of such price and other principal terms upon which the
proposed Sale of the Warrants or Shares is proposed to be consummated, and such
offer will be subject to no conditions other than execution of the definitive
documentation of the terms of such written offer.
4. MISCELLANEOUS.
-------------
4.1 Joint Filing Agreement and Power of Attorney. In connection with
--------------------------------------------
the execution of this agreement and related filing of a Schedule 13D with the
Securities and Exchange Commission, Cole shall execute a Power of Attorney,
substantially in the form attached hereto as Exhibit A-1, which will enable
-----------
Andrew K. Simpson to execute a Joint Filing Agreement, substantially in the form
attached hereto as Exhibit A-2.
-----------
4.2 Specific Performance. The parties hereto agree that irreparable
--------------------
damage would occur in the event any provision of this Agreement was not
performed in accordance with the terms hereof, that money damages shall be
inadequate for such breach, and that the parties shall be entitled to specific
performance of the terms hereof, in addition to any other remedy at law or in
equity.
4.3 Amendments and Waivers. Any term of this Agreement may be amended
----------------------
and the observance of any such term may be waived (either generally or in a
particular instance and either retroactively or prospectively) only with the
written consent of the parties hereto.
4.4 Notices. All notices and other communications provided herein
-------
shall be in writing and shall be delivered by hand, telecopied or sent by
overnight, certified or registered mail, return receipt requested, postage
prepaid, addressed in the manner set forth on the signature pages of this
Agreement (or to such other address for a party as shall be specified in a
notice given in accordance with this Section 4.4). All such notices shall be
-----------
conclusively deemed to be received and shall be effective, if sent by hand
delivery or telecopied, upon receipt, or if sent by registered or certified
mail, on the fifth day after the day on which such notice is mailed.
4.5 Benefit; Successors and Assigns. Except as otherwise provided
-------------------------------
herein, this Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors and permitted assigns.
Nothing in this Agreement either express
-7-
<PAGE>
or implied is intended to confer on any person other than the parties hereto and
their respective successors and permitted assigns, any rights, remedies or
obligations under or by reason of this Agreement.
4.6 Miscellaneous. This Agreement sets forth the entire agreement and
-------------
understanding among the parties hereto, and supersedes all prior agreements and
understandings relating to the subject matter hereof. All representations and
warranties contained herein shall survive the execution and delivery of this
Agreement, regardless of any investigation made by any party hereto or on such
party's behalf. The headings in this Agreement are for purposes of reference
only and shall not limit or otherwise affect the meaning hereof. This Agreement
may be executed in any number of counterparts, each of which shall be deemed to
be an original, but all of which together shall constitute one instrument.
4.7 Severability. If any provisions of this Agreement shall be deemed
------------
invalid or unenforceable pursuant to a final determination of any court of
competent jurisdiction, or as a result of future legislative action, such
determination or action shall be construed so as not to affect the validity,
enforceability or effect the other provisions of this Agreement this Agreement,
and this Agreement shall be construed as if the invalid or unenforceable
provision were not contained herein, and the rights and obligations of the
parties shall be construed and enforced accordingly.
4.8 Amendments and Waivers. Neither this Agreement nor any term
----------------------
hereof may be amended, waived, discharged or terminated other than by a written
instrument signed by Shareholders holding a majority of the Shares.
4.9 Counterparts. This Agreement may be executed in any number
------------
of counterparts, all of which together shall constitute one instrument, and each
of which may be executed by less than all of the parties to this Agreement.
4.10 Governing Law. The agreement shall be governed by an construed in
-------------
accordance with the laws of the state of California without regard to the choice
of law provisions thereof.
[signature page follows]
-8-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have cause this Voting and Right
of First Refusal Agreement to be executed and delivered as of the date first
above written.
/s/ K. Glenn Cole
---------------------------------
K. GLENN COLE
Address: 801 Timber Trail
Oakdale, PA 15071
COASTAL CAPITAL PARTNERS, L.P.
By: Coastal Capital Partners,
Inc., as General Partner
By: /s/ Andrew K. Simpson
------------------------------
Andrew K. Simpson
Chief Executive Officer
Address: 101 Morgan Lane
Suite 180
Plainsboro, NJ 08536
<PAGE>
EXHIBIT A-1
-----------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below hereby constitutes and appoints Andrew K. Simpson, as his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign the
Amendment No. 6 to Schedule 13D, dated ________________, 1996, and to which this
Power of Attorney is attached as an exhibit, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming his
signature as it may be signed by said attorney-in-fact and agent, or his
substitutes, to any and all amendments to said Schedule 13D.
IN WITNESS WHEREOF, the undersigned has executed this Agreement this __th
day of August, 1996.
____________________
K. Glenn Cole
-10-
<PAGE>
EXHIBIT A-2
-----------
JOINT FILING AGREEMENT
This Agreement is entered into by and among Coastal Capital Partners, L.P.,
a Delaware limited partnership, Coastal Capital Partners, Inc., a Delaware
corporation, Philip L. Yang, Jr., an individual, Michael Y. Gan, an individual,
Theresa C. Morris, an individual, Donald Leibsker, an individual, M. Douglas
Caffey, an individual, and K. Glenn Cole, an individual.
Each of the persons named above hereby agrees that the Amendment No. 6 to
Schedule 13D of _______________, 1996 and to which this Agreement is attached as
an exhibit, which is to be filed with the Securities and Exchange Commission, is
to be filed on behalf of each such person.
This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same Agreement.
IN WITNESS WHEREOF, each of the undersigned has executed this Agreement
this __th day of August, 1996.
COASTAL CAPITAL PARTNERS, L.P.
- -------------------------------- By: Coastal Capital Partners, Inc.
Andrew K. Simpson, as attorney- as General Partner
in-fact for Michael Y. Gan
By:
----------------------------
Andrew K. Simpson
Chief Executive Officer
- --------------------------------
Andrew K. Simpson, as attorney-
in-fact for Theresa C. Morris
COASTAL CAPITAL PARTNERS, INC.
- --------------------------------
Andrew K. Simpson, as attorney- By:
in-fact for Philip L. Yang ----------------------------
Andrew K. Simpson
Chief Executive Officer
- --------------------------------
Andrew K. Simpson, as attorney-
in-fact for Donald Leibsker
- -------------------------------- -------------------------------
Andrew K. Simpson, as attorney- Andrew K. Simpson, as attorney-
in-fact for M. Douglas Caffey in-fact for K. Glenn Cole
