<PAGE>
This document is a copy of the Amendment No. 4 to Schedule 13D filed on May 29,
1996 pursuant to a Rule 201 temporary hardship exemption.
---------------------------
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---------------------------
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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. 4)*
Belcor Inc.
-------------------------------------------------------------
(Name of Issuer)
Common Stock, $.10 par value
---------------------------------------------------
(Title of Class of Securities)
0774430 20 8
-----------------------------------------
(CUSIP Number)
Andrew K. Simpson, Chief Executive Officer, Coastal Capital Partners, Inc.,
---------------------------------------------------------------------------
539 Broadway, Suite D, Sonoma, California 95476
-----------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 20, 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).
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 0774430 20 8 SCHEDULE 13D PAGE 2 OF 23 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Coastal Capital Partners, L.P. 22-3348638
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
5
[_]
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 866,668 Shares of Common Stock
Warrants to acquire 1,733,332 shares of Common Stock
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
Warrants to acquire 300,000 shares of Common Stock
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 866,668 Shares of Common Stock
Warrants to acquire 1,733,332 shares of Common Stock
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
866,668 Shares of Common Stock
Warrants to acquire 2,033,332 shares of Common Stock
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
38.6% See Item 5
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
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>
- ----------------------- ---------------------
CUSIP NO. 0774430 20 8 SCHEDULE 13D PAGE 3 OF 23 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Coastal Capital Partners, Inc. 22-3291782
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
5
[_]
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
866,668 Shares of Common Stock
OWNED BY Warrants to acquire 2,033,332 shares of Common Stock
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10 866,668 Shares of Common Stock
Warrants to acquire 2,033,332 shares of Common Stock
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
866,668 Shares of Common Stock
Warrants to acquire 2,033,332 shares of Common Stock
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
38.6% See Item 5
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
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>
- ----------------------- ---------------------
CUSIP NO. 0774430 20 8 SCHEDULE 13D PAGE 4 OF 23 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Philip L. Yang, Jr. ###-##-####
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
PF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
5
[_]
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Philippines
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
866,668 Shares of Common Stock
OWNED BY Warrants to acquire 2,033,332 shares of Common Stock
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10 866,668 Shares of Common Stock
Warrants to acquire 2,033,332 shares of Common Stock
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
866,668 Shares of Common Stock
Warrants to acquire 2,033,332 shares of Common Stock
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
38.6% See Item 5
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
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>
- ----------------------- ---------------------
CUSIP NO. 0774430 20 8 SCHEDULE 13D PAGE 5 OF 23 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael Y. Gan ###-##-####
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
PF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
5
[_]
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Philippines
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY Warrants to acquire 150,000 shares of Common Stock
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
Warrants to acquire 150,000 shares of Common Stock
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
Warrants to acquire 150,000 shares of Common Stock
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
2.7% See Item 5
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
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>
- ----------------------- ---------------------
CUSIP NO. 0774430 20 8 SCHEDULE 13D PAGE 6 OF 23 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Theresa C. Morris ###-##-####
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
PF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
5
[_]
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY Warrants to acquire 150,000 shares of Common Stock
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
Warrants to acquire 150,000 shares of Common Stock
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
Warrants to acquire 150,000 shares of Common Stock
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
2.7% See Item 5
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
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 7 of 23
This Amendment No. 4 ("Amendment No. 4") to the Statement on Schedule 13D
filed by Coastal Capital Partners, L.P., Coastal Capital Partners, Inc., Philip
L. Yang, Jr., Michael Y. Gan and Theresa C. Morris, 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 (the "Original
Schedule 13D") relating to the purchase by Coastal LP of warrants ("Coastal
Warrants") to purchase up to 3,000,000 shares of common stock of Belcor Inc., a
California corporation (the "Company"), as amended by Amendment No. 1 thereto,
filed on October 3, 1995 ("Amendment No. 1"), by Amendment No. 2 thereto, filed
on October 10, 1995 ("Amendment No. 2") and by Amendment No. 3 thereto, filed on
November 20, 1995 ("Amendment No. 3"), relating to the original purchase by
Coastal LP of the Coastal Warrants, subsequent exercises and assignments of the
Coastal Warrants and certain other matters. In addition, this Amendment No. 4
is the first electronic amendment to a paper formal Schedule 13D and, as
required under Rule 101(a)(2)(ii) of Regulation S-T promulgated by the
Securities and Exchange Commission, restates and consolidates the text of the
Original Schedule 13D and the previously filed amendments thereto.
ITEM 1.
- -------
This Amendment No. 4 relates to the common stock, par value $0.10 per share
(the "Common Stock") of the Company. The principal executive offices of the
Company are located at 18004 Skypark Circle, Suite 105, Irvine, CA 92714.
ITEM 2.
- -------
(a)-(c). The persons filing this Amendment No. 4 are 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") and Theresa C. Morris
("Morris", and together with the other persons filing this Amendment No. 4, the
"Filing Persons"). Yang is also the president and sole shareholder of both
Willowbridge Associates Inc., a Commodity Trading Advisor and Commodity Pool
Operator ("Willowbridge"), and Doublewood, Inc., a Commodity Trading Advisor and
Commodity Pool Operator ("Doublewood"). Gan is Executive Vice President of
Willowbridge and Morris is the treasurer, secretary and a director of Coastal
GP, Willowbridge and Doublewood.
No limited partner in Coastal LP acts in his own right as a general partner
or has control over Coastal LP; however, Andrew K. Simpson ("Simpson"), a
limited partner of Coastal LP, is also the president, chief executive officer
and a director of Coastal GP. The business address of each of the Filing
Persons, and each executive officer and director of Coastal GP, other than
Simpson, is 101 Morgan Lane, Suite 180, Plainsboro, New Jersey. Mr. Simpson's
business address is 539 Broadway, Suite D, Sonoma, California 95476.
The principal business of Coastal LP is to hold for investment purposes (i)
the Coastal Warrants and (ii) certain securities of Rio Grande Mining Company, a
Nevada corporation ("Rio Grande"), formerly known as Siltex Resources
Incorporated. Coastal GP's principal business is to invest in privately held
companies and to increase their values through a sale or merger or through a
public offering of their securities.
(d) and (e). During the last five years, none of the Filing Persons,
directors or executive officers of Coastal GP has been (i) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) been a party to a civil proceeding of a judicial or
<PAGE>
Page 8 of 23
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.
(f). Except for Yang and Gan, who are citizens of the Philippines, each of
the Filing Persons or other persons enumerated in Item 2 is a citizen of the
United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
- ------- -------------------------------------------------
The purchase price of the Coastal Warrants was $25,000. All funds used in
acquiring the Coastal Warrants were obtained from a capital contribution made by
the general partner, Coastal GP, which received such funds by means of a capital
contribution made by Yang using his personal funds.
The purchase price of the 866,668 shares of Common Stock acquired pursuant
to exercises of the Coastal Warrants, which includes the purchase of the 166,667
shares described in the paragraph below, was $130,000.05, or $.15 per share.
All funds used in acquiring the Common Stock were obtained from a capital
contribution made by the general partner, Coastal GP, which received such funds
by means of a capital contribution made by Yang using his personal funds.
As required under the Investors' Rights Agreement, described in Item 4
below, Coastal LP was to have purchased not less than 670,000 shares of Common
Stock by January 15, 1996 pursuant to an exercise or exercises of the Coastal
Warrants; however, Coastal LP subsequently purchased only an additional 166,667
shares of Common Stock pursuant to an exercise of the Coastal Warrants and no
further purchases have been made. All funds that were to have been used in
acquiring such additional shares of Common Stock would have been obtained from
capital contributions made by the general partner, Coastal GP, which would have
received such funds by means of a capital contribution made by Yang using his
personal funds.
On November 10, 1995, Gan purchased a portion of the Coastal Warrants
covering the rights to purchase 150,000 shares of Common Stock (the "Gan
Warrants") for $12,500 of private funds. On November 10, 1995, Morris purchased
a portion of the Coastal Warrants covering the rights to purchase 150,000 shares
of Common Stock (the "Morris Warrants") for $12,500 of private funds.
ITEM 4. PURPOSE OF TRANSACTION.
- ------- ----------------------
October 1994 Transactions
- -------------------------
The original purposes of the acquisition of the Coastal Warrants were to
facilitate the consummation of the purchase (the "Acquisition") by the Company
of the primary asset of Rio Grande consisting of a silver mining project (the
"Shafter Project"), to make an equity investment in the Company and to obtain a
right, in the event the Acquisition did not occur, to thereafter propose
alternative acquisition or merger transactions to the Company. The original
terms of the Acquisition were contained in an Agreement and Plan of
Reorganization between the Company and Rio Grande, dated as of December 1, 1993,
which Agreement was approved by the boards of directors of the Company and Rio
Grande but was never approved by their respective shareholders (the "Asset
Purchase Agreement").
<PAGE>
Page 9 of 23
The acquisition of the Coastal Warrants to purchase 3,000,0000 shares of
Common Stock (the "Warrant Shares") was effected pursuant to a Warrant Purchase
and Investor's Rights Agreement, dated as of October 20, 1993 (the "Purchase
Agreement"), between the Company, Coastal LP and Mark S. Isaacs ("Isaacs"), who
was until October 20, 1994 the Company's chairman of the board and president.
In a related agreement (the "Belcor Letter Agreement"), Coastal LP had agreed,
under certain circumstances, to provide a secured credit facility to the Company
in an amount of up to $100,000. Also, as described in Item 6 of this Amendment
No. 4, Coastal LP had agreed to assign a portion of its Coastal Warrants
covering 450,000 shares of Common Stock to David Fraser ("Fraser") as partial
consideration of a certain finder's fee payable to Fraser by Rio Grande in
connection with Coastal LP's investment in Rio Grande.
On October 20, 1994, Coastal LP had transferred $1,387,500 to Rio Grande
pursuant to a Securities Purchase Agreement (the "Rio Grande Purchase
Agreement"), dated as of October 20, 1994, between Rio Grande, Coastal LP and
Isaacs, in consideration of its purchase of $675,000 worth of shares of Rio
Grande's common stock, acquisition for $12,500 of a warrant (the "SilTex
Warrant") to purchase additional shares of Rio Grande's common stock, and the
issuance of a convertible promissory note (the "Note") in the principal amount
of $700,000 by Rio Grande to Coastal LP. Rio Grande had used those proceeds to
consummate its acquisition of the Shafter Project, which consisted of certain
property containing silver ore located in Presidio County, Texas. As a result
of this investment, Coastal LP had obtained a controlling interest in Rio Grande
by virtue of (i) its ownership of shares of Rio Grande common stock, a proxy
with respect to additional shares of Rio Grande common stock then owned by
Isaacs, and its ability to acquire additional shares of Rio Grande's common
stock by conversion of the Note, which enabled, and enables, Coastal to
designate a majority of Rio Grande's Board of Directors, and (ii) its
contractual right to require its approval of any significant transactions
involving Rio Grande so long as certain circumstances applied as described
below. Coastal LP has and will continue to have a controlling interest in Rio
Grande until at least October 20, 1997 so long as (i) the Coastal Warrant has
not expired or been terminated, (ii) Coastal LP owns at least 10% of the issued
and outstanding shares of common stock of Rio Grande or (iii) the total of all
funds of Coastal LP invested in any manner in Rio Grande exceeds $200,000.
The descriptions of the Purchase Agreement, the Coastal Warrant and Asset
Purchase Agreement contained in this Statement are summaries only of certain of
the material terms contained therein. Such agreements contain additional
material terms and conditions and copies of such agreements have been filed as
Exhibits to the Original Schedule 13D. Such descriptions are qualified in their
entirety by reference to such exhibits.
ASSET PURCHASE AGREEMENT
------------------------
In December 1993, the Company and Rio Grande had entered into the Asset
Purchase Agreement pursuant to which the Company would secure all of Rio
Grande's interest in and to the Shafter Project by acquisition of all of the
assets of Rio Grande for approximately 9,842,822 shares of Common Stock. The
number of shares of Common Stock that were to have been issued was based on the
total asset value of Rio Grande at August 31, 1993 ($1,537,941 at cost) divided
by the mean closing bid and asked prices regular way for Common Stock on
December 1, 1993 ($0.15625 per share).
PURCHASE AGREEMENT
------------------
General Terms
-------------
In consideration of Coastal LP's $1,387,500 investment in Rio Grande, the
agreement regarding a credit facility for the Company set forth in the Belcor
Letter Agreement and Coastal LP's
<PAGE>
Page 10 of 23
payment of a $25,000 warrant purchase price, the Company had (i) issued the
Coastal Warrants to Coastal LP; (ii) granted to Coastal LP certain "demand,"
"piggyback" and "resale" registration rights with respect to the Warrant Shares
and any other shares issued in connection therewith; and (iii) agreed that if
the Asset Purchase Agreement were to have been terminated, Coastal LP would have
had the right for one year following such a termination to propose alternative
transactions to the Company's Board of Directors to realize the public value of
the Company, during which period Coastal LP's consent would be required as to
any material transaction that would affect the suitability of the Company for a
merger or acquisition transaction. Also, Isaacs had agreed to certain voting
control provisions with respect to any shares of Common Stock he might
beneficially own, whether then or in the future.
The Coastal Warrants
--------------------
The Coastal Warrants provided that Coastal LP could purchase at any time
between October 20, 1994 and October 20, 1999 up to 3,000,000 shares of the
Common Stock at a purchase price of $0.15 per share, subject to adjustment upon
the occurrence of certain specified events. The Coastal Warrants conveyed no
voting rights and were subject to termination by the Company at any time if the
"daily closing price" of Common Stock were to have been in excess of $1.00 on
any 30 consecutive trading days ending no more than 15 days prior to the date of
the notice of termination redemption. The daily closing market price per share
of Common Stock at any date was defined as the average of the daily closing
prices for 30 consecutive trading days commencing 15 trading days before the
date of such computation. The "daily closing price" for each day was defined as
the average of the closing bid and asked prices in the over-the-counter market
as furnished by any member of the National Association of Securities Dealers,
Inc. selected from time to time by the Company for that purpose.
Coastal's Alternative Transactions Right
----------------------------------------
The Company had agreed pursuant to the Purchase Agreement that if the
Acquisition failed to be consummated, Coastal LP would have had the right for
one year from such termination to propose alternative transactions to the
Company's Board of Directors to realize the public value of the Company.
Coastal LP's consent was to have been required during this period as to any
material transaction that would affect the suitability of the Company for a
merger or acquisition transaction.
Isaacs' Agreements
------------------
Isaacs had agreed to vote his shares of Common Stock, including any shares
he may have received upon consummation of an amended and restated Asset Purchase
Agreement, so as to elect each of the nominees designated by Coastal LP to a
majority of the positions on the Company's then existing board of directors so
long as (i) the Coastal Warrants had not expired or been terminated, (ii)
Coastal LP owned at least 10% of the issued and outstanding shares of Common
Stock or (iii) the total of all funds of Coastal LP invested in any manner in
the Company exceeded $200,000; provided that, and in any event, such agreement
was to have expired on October 20, 1997. Isaacs also had agreed that he would
not sell any shares of the Company's voting securities which he might own in any
transaction, other than to Coastal LP or its assigns, until such time that the
total of all funds of Coastal LP invested in any manner in the Company had been
reduced below $200,000.
Subsequent Transactions after October 1994 and before October 1995
- ------------------------------------------------------------------
Subsequent to its purchase of the Coastal Warrants and prior to October
1995, Coastal LP had exercised Coastal Warrants for 700,000 shares of Common
Stock for an aggregate purchase price of $105,000. In November 1994, Coastal LP
had assigned a portion of its Coastal Warrants
<PAGE>
Page 11 of 23
covering 50,000 shares of Common Stock to Peter Galli in consideration of Mr.
Galli continuing to serve at that time as a director of Rio Grande and for other
services that were to be rendered.
October 1995 Transactions
- -------------------------
Based on its investigation of the Company and Rio Grande, a review of the
tax consequences to Coastal LP and other shareholders of Rio Grande in
consummating the Asset Acquisition Agreement and a change in its investment
decision with respect to its investments in Rio Grande and the Company, the
Filing Persons had determined not to proceed with the Asset Acquisition
Agreement. Instead, Coastal LP, Rio Grande, the Company and certain other
shareholders of the Company had entered into an Investors' Rights Agreement
dated October 3, 1995 (the "Investor's Rights Agreement"). Rio Grande and the
Company also had entered into a related Termination Agreement dated October 3,
1995 (the "Termination Agreement") under which Rio Grande was, subject to
certain conditions, to use its best efforts to undertake certain exchange offers
of its common stock. If the Investors' Rights Agreement were to be consummated,
Coastal LP would own or control a majority of the shares of the Company and
would control a majority of its directors. Also, pursuant to the terms of a
certain letter agreement (the "Hamilton Letter Agreement"), as described in Item
6 of this Amendment No. 4, Coastal LP had agreed to assign a portion of its
Coastal Warrants covering 50,000 shares of Common Stock to D. Ross Hamilton, a
director of the Company and the sole shareholder of the general partner of a
partnership which is a shareholder of the Company and of Rio Grande
("Hamilton").
The descriptions of the Investors' Rights Agreement, the Termination
Agreement, the Settlement Warrants and the Hamilton Letter Agreement and certain
other related agreements contained in this Amendment No. 4 are summaries only of
certain of the material terms contained therein. Such agreements contain
additional material terms and conditions and copies of such agreements (which
are in some cases exhibits to either the Termination Agreement or Investors'
Rights Agreement) have been filed as Exhibits to Amendment No. 2. Such
descriptions are qualified in their entirety by reference to such exhibits.
INVESTORS' RIGHTS AGREEMENT
---------------------------
The Company's Obligations
-------------------------
Pursuant to the Investors' Rights Agreement, the Company had agreed (i)
that certain obligations of Coastal LP or Rio Grande to provide loans or other
funding to the Company under the Belcor Letter Agreement expired May 30, 1995
and terminated, (ii) to deliver, by the closing of the Termination Agreement,
executed copies of a voting agreement, substantially in the form of Exhibit A to
the Investors' Rights Agreement, in favor of Coastal LP signed by the Company
shareholders (other than Coastal LP) owning in the aggregate at least 1,650,000
shares of Common Stock, (iii) to execute an irrevocable proxy, substantially in
the form of Exhibit B to the Investors' Rights Agreement, in favor of any
appointee of Coastal LP with respect to all of the shares of Rio Grande common
stock the Company might have received pursuant to any exercise of warrants that
were to be issued to the Company under the Termination Agreement (the
"Settlement Warrants"), which proxy was to have expired on October 3, 2002 or
upon any transfer for value of such shares by the Company to an unaffiliated
third party, (iv) to provide, in lieu of the registration rights granted to
Coastal LP under the Purchase Agreement, certain "demand," "piggyback" and
"resale" registration rights with respect to shares of Common Stock either (a)
issued upon exercises of the Coastal Warrants, (b) obtained by Rio Grande
pursuant to certain exchange offers (the "Exchange Offers") that Rio Grande had
agreed to undertake as part of the Termination Agreement, (c) issued to two the
Company executive officers pursuant to their employment agreements, but only up
to a maximum of 900,000 shares, or (d) issued as a dividend or other
distribution with respect to such shares, and (v)
<PAGE>
Page 12 of 23
to waive certain rights it may have had to terminate the Coastal Warrants based
upon the market price of Common Stock during a period ending 30 days after the
earlier of either consummation of the Exchange Offers, June 30, 1996 or
abandonment or termination of the Termination Agreement.
The voting agreement referred to in clause (ii) above would have required
the signing Company shareholders to vote their shares so as to elect nominees
designated by Coastal LP to all of the positions on the Company's Board of
Directors and on any issue put to the vote of the Company's shareholders in the
manner which the Board of Directors of the Company recommended. However, that
voting agreement would have terminated upon the earliest to occur of (i) with
respect any individual shareholder, the date on which such shareholder or any
permitted transferee no longer owned any shares subject to that agreement, (ii)
the occurrence of the merger or consolidation of the Company into, or the sale
of all or substantially all of the Company's assets to, another corporation,
unless the shareholders of the Company would have owned at least 51% of the
capital stock of such other corporation immediately after such merger,
consolidation or sale, or (iii) the date two years from the closing of the
Termination Agreement.
In addition, the Company (and each of its directors) had agreed, subject to
the closing of the Termination Agreement, to (i) use its or their best efforts
to secure the election of nominees designated by Coastal LP to all of the
positions on the Company's Board of Directors, (ii) call a special meeting of
the Company's shareholders to consider the election of such Coastal LP nominees
as the Company's directors, and (iii) appoint a reasonable nominee of Coastal LP
as the Company's Chairman of the Board and Chief Executive Officer; provided,
however, that these obligations would have applied only as long as (a) the
Coastal Warrants had not expired or been terminated, (b) Coastal LP owned at
least seven and one half percent (7 1/2%) of the issued and outstanding shares
of the Common Stock, or (c) the total of all funds of Coastal LP invested in any
manner in the Company exceeded $200,000.
Coastal LP's Obligations
------------------------
As part of the Investors' Rights Agreement, Coastal LP had agreed to (i) to
purchase at least 670,000 shares of Common Stock by January 15, 1996 pursuant to
an exercise or exercises of the Coastal Warrants, (ii) consent, pursuant to the
Purchase Agreement, to the transactions contemplated by the Termination
Agreement and to the registration rights granted under the Investors' Rights
Agreement, and (iii) subject to consummation of the Exchange Offers, cancel the
SilTex Warrant.
TERMINATION AGREEMENT
---------------------
General Terms
-------------
In connection with the Investors' Rights Agreement and the termination of
the Asset Purchase Agreement, the Company and Rio Grande had entered into the
Termination Agreement which included a consent of Coastal LP to surrender to Rio
Grande the SilTex Warrant, immediately after, and subject to the consummation of
the Exchange Offers described therein. Pursuant to the terms of the Termination
Agreement, Rio Grande and the Company, among other things, were to have
terminated the Asset Purchase Agreement and executed mutual releases as to
claims, other than any relating to obligations that were created by or arose out
of the Termination Agreement and the Investors' Rights Agreement, and the
exhibits thereto, each may have had against the other in connection with the
Asset Purchase Agreement, certain related agreements and correspondences, and,
as to possible claims of the Company, any other transactions, understandings or
arrangements under which the Company might have had claimed a property right in
Rio Grande or the assets of Rio
<PAGE>
Page 13 of 23
Grande. Such releases were to have been substantially in the form of Exhibits D
and E to the Termination Agreement.
As part of the Termination Agreement, Rio Grande was to have (i) repaid
$191,561 to the Company of funds previously advanced by the Company to Rio
Grande, (ii) issued for $25,000 the Settlement Warrants in favor of the Company,
(iii) made certain loans totaling $162,000 (the "Warrant Loans") to Leibsker and
Caffey that could only be used to exercise Rio Grande warrants acquired by
Caffey or Liebsker pursuant to the Exchange Offers, and (iv) used its best
efforts to undertake the Exchange Offers. Even if the Exchange Offers were to
have been consummated, Rio Grande and the Company would have remained separate
entities.
The closing of the Termination Agreement was to have been subject to the
approval by holders of a majority of Common Stock, including a majority of those
shares held by the Company's disinterested shareholders, of (i) the Termination
Agreement and the Investors' Rights Agreement, and the transactions contemplated
thereby, (ii) certain employment agreements of the Company with Leibsker and
Caffey, and the transactions contemplated thereby, (iii) the Warrant Loans, and
the transactions contemplated thereby and (iv) any other matters as were
mutually agreed upon by the Company and Rio Grande.
The Settlement Warrants
-----------------------
The Settlement Warrants provided that the Company could purchase at any
time between August 31, 1996 and August 31, 2002 up to 3,455,000 shares of Rio
Grande common stock at a purchase price of $0.24 per share ("Warrant Exercise
Price"), subject to adjustment upon the occurrence of certain specified events,
or approximately 16% of Rio Grande's anticipated outstanding common stock. The
Settlement Warrants conveyed no voting rights and were not transferable. Since
Rio Grande's issuance of the Settlement Warrants was intended to have provided
value to the Company in the event the Exchange Offers were not consummated, such
warrants were to have been subject to automatic termination upon the
consummation of the Exchange Offers. The Settlement Warrants were to have been
substantially in the form of Exhibit C to the Termination Agreement.
The Settlement Warrants were to have been exercised by payment to Rio
Grande of an amount equal to the then current Warrant Exercise Price multiplied
by the number of shares being purchased (the "Total Exercise Price"). The
Company also could have made a "cashless" exercise of the Settlements Warrants
by exchanging the Settlement Warrants for that number of shares of Rio Grande
common stock having a value equal to the "Inherent Value" of the Settlement
Warrants or for a lesser number of shares. The "Inherent Value" of the
Settlement Warrants was to have been (a) the "Fair Market Value" of the number
of shares issuable upon exercise of the Settlement Warrants, at the time of such
exercise, less (b) the Total Exercise Price. The per share "Fair Market Value"
was to have been deemed to be the price determined based upon, in the following
order of priority, (i) the average of the daily closing market prices for thirty
consecutive trading days prior to such determination, if the shares were
publicly traded on a domestic or on a foreign national exchange, (ii) if Rio
Grande was subject to a "material transaction" (i.e., an initial public offering
of Rio Grande common stock, a tender offer for shares of Rio Grande common
stock, a merger, a sale of all or substantially all of Rio Grande's assets), a
share price equal to the quotient determined by dividing the total price or
consideration to be paid in such material transaction by the number of shares
(including any fractional shares) of Rio Grande common stock, on a fully diluted
basis, subject to the material transaction (or in the case of a sale of all or
substantially all of Rio Grande's assets, all of the outstanding number of
shares, on a fully diluted basis), or (iii) if the fair market value could not
be ascertained by any of the methods set forth in clauses (i) or (ii)
immediately above, the share value was to have been determined by Rio Grande's
Board of Directors in its sole discretion.
<PAGE>
Page 14 of 23
The Warrant Loans
-----------------
Rio Grande had agreed to deliver at the closing of the Termination
Agreement executed Warrant Loans with Leibsker and Caffey. Under the terms of
the Warrant Loan to Caffey, Rio Grande was to have made a two year loan to
Caffey for $90,000 solely to exercise any Rio Grande warrants he may have
received pursuant to the Exchange Offers; provided, however, that Caffey was to
have requested that Rio Grande make such loan within sixty days of consummation
of the Exchange Offers and such loan was to have been evidenced by a promissory
note secured by the shares of Rio Grande common stock to be issued upon his
exercise of such Rio Grande warrants ("Caffey Shares"). Also, Caffey was to
have executed and delivered to Rio Grande prior to the making of such loan
either an Addendum to an existing Rio Grande shareholders' agreement or a voting
agreement, both of which would have been in favor of an appointee of Coastal LP,
with respect to the Caffey Shares. The terms of the Warrant Loan to Liebsker
were to have been equivalent to the terms of the Warrant Loan to Caffey, except
that Rio Grande was to have made a two year loan to Leibsker for $72,000, which
loan would not have been required to be requested by Leibsker within sixty days
of consummation of the Exchange Offers. The Warrant Loans (along with the
related promissory notes) were to have been substantially in the form of
Exhibits A and B to the Termination Agreement.
The Exchange Offers
-------------------
As part of its undertaking to commence the Exchange Offers, Rio Grande had
agreed to (i) use its best efforts to promptly file a registration statement
(the "Registration Statement") with the SEC covering the approximately 8,500,000
shares of Rio Grande common stock which were issued (or reserved for issuance)
pursuant to the Exchange Offers, (ii) use its best efforts to cause the
Registration Statement to become effective by June 30, 1996, and (iii) subject
to the Registration Statement being declared effective by June 30, 1996,
maintain the effectiveness of the Registration Statement for no less than one
year from the date it was initially declared effective.
Termination Provisions
----------------------
The Termination Agreement could have been terminated by mutual consent of
Rio Grande and the Company, or by Rio Grande if the Company's shareholders had
not approved the Termination Agreement by January 31, 1996 (or 60 days after
issuance of the Company's audited financial statement if such statements were
required to be included in the Company's proxy materials).
Subsequent Transactions after October 1995 and before May 1996
- --------------------------------------------------------------
Subsequent to its execution of the Investors' Rights Agreement, Coastal LP
had purchased an additional 166,667 shares of Common Stock pursuant to an
exercise of the Coastal Warrants and no further purchases had been made. In
November 1995, Gan and Morris had acquired the Gan Warrants and Morris Warrants,
respectively, for investment purposes. In connection with such acquisitions,
Gan and Morris had entered into a voting agreement dated as of November 9, 1995
(the "Voting Agreement") in favor of Coastal LP.
Pursuant to the Voting Agreement, Gan and Morris had agreed to vote any
shares of Common Stock each of them may have acquired under their respective
Warrants so as to elect nominees of Coastal LP to the Company's Board of
Directors, to ensure that no director of the Company was removed without the
written authorization of Coastal LP, and to ensure that the Company's Articles
of Incorporation and Bylaws did not conflict with the Voting Agreement, and to
<PAGE>
Page 15 of 23
vote their shares on any issue put to a shareholder vote in the manner
recommended by the Company's Board of Directors.
May 1996 Communication
- ----------------------
On May 20, 1996, Andrew K. Simpson, the Chief Executive Officer of Coastal
GP, communicated to Donald Leibsker, the Company's Chairman of the Board
("Leibsker"), and M. Douglas Caffey, the President and a director of the Company
("Caffey"), that Coastal LP, after extensive investigations and incurring
significant legal expenditures, had concluded that it is not practicable at the
present time for Rio Grande to undertake the exchange offers contemplated in the
Termination Agreement. Mr. Simpson also noted that Coastal LP was in process of
evaluating proposed modifications of the Termination Agreement and the related
Investors' Rights Agreement, which would eliminate the requirement that Rio
Grande undertake such exchange offers. Upon completion of such evaluation,
Coastal LP expects to cause Rio Grande to submit to the Company's Board of
Directors a proposed amended and restated Investors' Rights Agreement (an
"Amended Investors' Rights Agreement") and a proposed amended and restated
Termination Agreement (an "Amended Termination Agreement").
Future Plans of the Filing Persons
- ----------------------------------
The Filing Persons believe that any proposal for an Amended Investors'
Rights Agreement and an Amended Termination Agreement is likely to include,
among other things, the following material proposed terms or revisions: (i) the
issuance of a revised Settlement Warrant with a longer term covering an
increased number of shares of Rio Grande common stock, (ii) the transfer by Rio
Grande to the Company of mineral rights to a certain amount of land located near
Shafter, Texas, known as the "Red Hills" property, which is not part of the
Shafter Project, (iii) the repayment to the Company by Rio Grande of certain
funds previously advanced by the Company to Rio Grande, (iv) the elimination of
the Exchange Offers, the consent by the Company's stockholders and the
cancellation of the SilTex Warrant, (v) the appointment of nominees designated
by Coastal LP to fill the four vacancies on the Company's Board of Directors to
be followed by the resignation of the Company's current directors, (vi) the
execution of an irrevocable proxy in favor of a Coastal LP appointee covering
any shares of Rio Grande common stock issuable under a revised Settlement
Warrant, (vii) a requirement that certain further specified Coastal Warrant
exercises be made and (viii) the execution of mutual releases.
If an Amended Investors' Right Agreement and an Amended Termination
Agreement were to be executed and consummated, Coastal LP would expect to
conduct a review of the Company and its assets, businesses, operations and
properties, corporate structure and capitalization and consider if any changes
would be desirable in light of the circumstances then existing. Coastal LP also
intends, at some future point, to reduce the amount of its total investments in
the Company and Rio Grande, based on the cost to Coastal LP of such investments,
which may result in Coastal LP, among other things, selling some or all of its
Coastal Warrants, shares of Common Stock, and/or shares of Rio Grande common
stock and shares of Rio Grande preferred stock which it owns in open market or
privately negotiated transactions to one or more purchasers.
Except as otherwise described in this Item 4 or in Item 6 of this Amendment
No. 4, none of the Filing Persons, or, to the best knowledge of the Filing
Persons, none of the other persons listed in Item 2 has 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
<PAGE>
Page 16 of 23
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.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
- ------- --------------------------------
(a)-(b) Based on information in the Company's Annual Report on Form 10-KSB
for the Year ended October 31, 1995, there were 5,480,133 shares of Common Stock
outstanding as of January 19, 1996.
Morris and Gan each have the right to acquire 150,000 shares of Common
Stock under their respective Warrants. Pursuant to the Voting Agreement,
Coastal LP 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 each of Morris and Gan represents
approximately 2.7% of the shares of Common Stock which would be issued and
outstanding upon exercise of their respective Warrants.
Coastal LP has the right to acquire 1,733,332 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 the shares of Common
Stock acquired upon exercise of the Morris Warrants and the Gan Warrants.
The number of shares of Common Stock beneficially owned by Coastal LP
represents approximately 38.6% of the shares of Common Stock which would be
issued and outstanding upon exercise of Gan Warrants, Morris Warrants and
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 1,733,332 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 the Morris Warrants and the Gan
Warrants and the 300,000 shares of Common Stock issuable upon exercise of the
Morris Warrants and the Gan Warrants. The number of shares of Common Stock
beneficially owned by each of Coastal GP and Yang represents approximately 38.6%
of the shares of Common Stock which would be issued and outstanding upon
exercise of the Filing Person Warrants.
<PAGE>
Page 17 of 23
(c) 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) Except for the warrant assignments described in Item 6 of this
Amendment No. 4, 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.
--------------------------------
In connection with Coastal LP's investments in Rio Grande as described in
Item 4 of this Amendment No. 4, Coastal LP had agreed in an October 20, 1994
letter agreement (the "Fraser Letter Agreement") to assign a portion of its
Coastal Warrants covering rights to purchase 450,000 shares of Common Stock to
Fraser by no later than November 3, 1994 (the "Warrant Assignment"). Coastal LP
had entered into the Fraser Letter Agreement in consideration of Fraser's
services in introducing Yang to the management of Rio Grande and as part of a
renegotiated fee arrangement between Rio Grande and Fraser. In November 1995,
Fraser agreed to, and did, accept $50,000 from Coastal LP in satisfaction of
Coastal LP's obligation to assign to Fraser Coastal Warrants covering rights to
purchase 300,000 shares of Common Stock. The remaining obligation of Coastal LP
under the Fraser Letter Agreement to assign to Fraser Coastal Warrants covering
rights to purchase 150,000 shares of Common Stock remains outstanding and no
Coastal Warrants have been transferred to Fraser.
The Company, Rio Grande, Coastal LP and Hamilton had entered into the
Hamilton Letter Agreement on September 28, 1995, which Agreement settled certain
claims or rights of Hamilton arising out of (i) a 1993 consulting agreement
between Belcor, Rio Grande and a wholly owned corporation of Hamilton, (ii) his
service as a director and advisor to Belcor, (iii) his services as an advisor to
Rio Grande, and (iv) his services as the incorporator of Chinati Holdings, Inc.
In support of these settlements and at the request of Rio Grande, Coastal LP had
agreed to assign a portion of its Coastal Warrants covering 50,000 shares of
Common Stock to Hamilton upon receipt of a copy of the Hamilton Letter Agreement
signed by all the parties thereto.
Except as described in Item 4 or this Item 6 of this Amendment No. 4, there
are no contracts, arrangements, understandings or relationships with respect to
any securities of the Company.
ITEM 7. EXHIBITS.
- ---------- ---------
The following documents are filed as exhibits.
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.*
<PAGE>
Page 17 of 23
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.*
- ------------
* 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: May 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: May 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: May 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 LP 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: May 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: May 29, 1996
By: /s/ Andrew K. Simpson
-----------------------------
Andrew K. Simpson, as
Attorney-in-fact for
Theresa C. Morris
