AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER (the "Agreement"), dated as of December 22,
2004, pursuant to the General Corporation Law of the State of Delaware (the
"DGCL") and the Delaware Limited Liability Company Act ("DLLCA"), by and between
Sun Equities Corporation, a Delaware corporation, having its principal place of
business at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (the "Corporation"),
Pure World Inc., a Delaware corporation, having its principal place of business
at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (the "Parent Corporation"); PW
Subsidiary LLC, a Delaware limited liability company, having its principal place
of business at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (the "Surviving
Company"), and the undersigned shareholders of the Corporation (the Corporation,
the Parent Corporation, the Surviving Company and the undersigned shareholders
of the Corporation collectively referred to as the "Parties").
W I T N E S S E T H:
The Corporation is a corporation duly organized and existing under the laws
of the State of Delaware with total outstanding capital stock of 1,264,442
common shares, $0.01 par value (the "Corporation Common Stock").
The Parent Corporation is a corporation organized and existing under the
laws of the State of Delaware with total authorized capital stock of 30 million
common shares, $0.01 par value (the "Parent Corporation Common Stock").
Before the Effective Time (as defined in Section 4 hereof) of the merger
contemplated by this Agreement, the Corporation owns 2,500,025 shares of Parent
Corporation Common Stock.
The Surviving Company is a limited liability company duly organized and
existing under the laws of the State of Delaware and a wholly-owned subsidiary
of the Parent Corporation.
The Parties desire that the Corporation merge with the Surviving Company,
with the Surviving Company being the surviving limited liability company after
the merger.
The respective Boards of Directors and Member of the Corporation, the
Parent Corporation and the Surviving Company have each adopted resolutions
approving this Agreement and the transactions contemplated thereby.
NOW, THEREFORE, in consideration of the foregoing and the undertakings
herein contained and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. Merger. At the Effective Time, the Corporation shall merge with and into
the Surviving Company pursuant to the DGCL and the DLLCA. The Surviving Company
shall survive the merger contemplated herein and shall continue to be governed
by, and formed in accordance with, the laws of the State of Delaware. The
separate corporate existence of the Corporation shall cease immediately at the
Effective Time. The merger of the Corporation with and into the Surviving
Company shall hereinafter be referred to as the "Merger."
2. Stockholder and Member Approval. Each of the stockholders of the
Corporation and the Member of the Surviving Company shall authorize and approve,
or shall have authorized and approved, respectively, the execution and delivery
of this Agreement.
3. Board of Directors Approval. Before the execution of this Agreement by
the Parent Corporation, its Board of Directors, after receiving the
recommendation of its Committee of Independent Directors, shall have authorized
and approved the execution and delivery of this Agreement.
4. Effective Time. Subject to the provisions of this Agreement, on the
closing date the parties shall file with the Secretary of State of the State of
Delaware a certificate of merger (the "Certificate of Merger") executed in
accordance with the relevant provisions of the DGCL. The Merger shall become
effective upon the filing of the Certificate of Merger or at such other time as
is agreed to by the Parties and specified in the Certificate of Merger (the time
at which the Merger becomes effective is herein referred to as the "Effective
Time").
5. Certificate of Formation and Operating Agreement. From and after the
Effective Time, the Certificate of Formation and Operating Agreement of the
Surviving Company shall continue in full force and effect until further amended
or terminated under its provisions or applicable law.
6. Exchange of Shares. The outstanding shares of the Corporation shall be
converted into shares of the Parent Corporation as follows:
(a) Each limited liability company interest in the Surviving Company
that shall be issued and outstanding at the Effective Date shall remain issued
and outstanding as a limited liability company interest in the Surviving Company
as the surviving limited liability company.
(b) At the Effective Time, the Corporation shall transfer its
2,500,025 shares of Parent Corporation Common Stock to the Parent Corporation,
and the Parent Corporation shall cancel all of the 2,500,025 shares.
(c) At the Effective Time, the Parent Corporation will issue
2,500,025 new shares of Parent Corporation Common Stock to the shareholders of
the Corporation in the manner set forth on Schedule 1.
(d) At the Effective Time, the shareholders of the Corporation shall
have their shares of Corporation Common Stock cancelled without the requirement
that said shareholders deliver any other documentation or physically surrender
any securities to the Surviving Company, and all of the securities in the
Corporation that shall be outstanding at the Effective Time, and all rights in
respect thereof, shall be cancelled and of no further effect, except as required
by law.
7. Succession. At the Effective Time, the Surviving Company shall succeed
to all of the rights, privileges, debts, liabilities, powers and property of the
Corporation as specified in the DGCL and DLLCA. Without limitation, at the
Effective Time all property, rights, privileges, franchises, patents,
trademarks, licenses, registrations, and other assets of every kind and
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description of the Corporation shall be transferred to, vested in and devolved
upon the Surviving Company without further act or deed and all property, rights
and every other interest of the Corporation and the Surviving Company shall be
as effectively the property of the Surviving Company as they were of the
Corporation and the Surviving Company, respectively. All rights of creditors of
the Corporation and all liens upon any property of the Corporation shall be
preserved unimpaired, and all debts, liabilities and duties of the Corporation
shall attach to the Surviving Company and may be enforced against it to the same
extent as if said debts, liabilities and duties had been incurred or contracted
by it.
8. Representations and Warranties
------------------------------
(a) General. The Parties make the representations and warranties to each
other that are set forth herein. Except as otherwise indicated, representations
and warranties of the Parties are initially made as of the date hereof and will
also be true and correct as of the Effective Time.
(b) Representations and Warranties of the Corporation. To induce the
other Parties to enter into this Agreement and to perform their obligations
hereunder, and with full knowledge that the other Parties will rely thereon, the
Corporation represents and warrants the truth, accuracy, and completeness of the
following:
(i) Organization. The Corporation is a corporation duly formed,
validly existing and in good standing under the laws of the State of Delaware.
(ii) Power and Authority. The Corporation has full corporate power
and authority to execute and deliver this Agreement and to consummate the
Merger. The execution and delivery by the Corporation of this Agreement
and the consummation of the Merger has been duly and validly authorized and
approved by the Corporation's Board of Directors, and, subject to the
adoption of this Agreement by the Corporation's stockholders, no other corporate
actions on the part of the Corporation are required to authorize the execution
and delivery of this Agreement or the consummation of the Merger.
(iii) Enforceability. This Agreement has been duly executed and
delivered by the Corporation and constitutes the legal, valid and binding
obligation of the Corporation, enforceable against the Corporation in accordance
with its terms.
(iv) Common Stock. The shareholders of the Corporation Common Stock
are set forth on Schedule 2 attached hereto and they own in the aggregate
1,264,442 fully paid and nonassessable shares of Corporation Common Stock as
of the date hereof and immediately prior to the Effective Time.
(v) Subsidiaries. Except for the shares of Parent Corporation Common
Stock described above, as of the Effective Time, the Corporation does not own,
directly or indirectly, any securities in any person.
(vi) Financial Statements. Copies of the financial statements of the
Corporation as of and for the last three fiscal years (the "Financial
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Statements") and for the four-month period ended October 31, 2004 (the "Interim
Financial Statements") are set forth in Schedule 3. The Financial Statements
have been prepared in accordance with GAAP applied on a consistent basis during
the periods involved (except as may be stated in the notes thereto) and fairly
present in all material respects the financial position and the results of
operations and cash flows of the Corporation, as of the times and for the
periods referred to therein. The Interim Financial Statements have been prepared
in accordance with Corporation's past practices, which are not in accordance
with GAAP and are based on the books and records of the Corporation.
(vii) No Undisclosed Liabilities. (i) The Corporation has not
incurred any material liabilities or material obligations and (ii) to the
Corporation's knowledge (A) the Corporation has no contingent material
liabilities or contingent material obligations and (B) there is no reasonably
likely basis for any present or future legal action, except for liabilities
or obligations reflected or reserved against in the Financial Statements.
(viii) Conflicts; Consents. Neither the execution and delivery by the
Corporation of this Agreement nor the consummation of the Merger will conflict
with, violate or result in a breach of or default under (with or without the
giving of notice or the passage of time, or both) the Certificate of
Incorporation or the By-laws, and any amendment thereto, of the Corporation.
Neither the execution and delivery by the Corporation of this Agreement nor the
consummation of the Merger will require any consent, permit, license or any
further approval of or any filing with, any governmental or private entity,
body, or other person, firm or other entity, except for the filings required
with the Secretary of State of the State of Delaware.
(ix) Absence of Certain Changes. Except for the execution and
delivery of this Agreement, since December 22, 2003, the Corporation has
conducted its business only in the ordinary course. In addition, except as
disclosed on Schedule 4, there has not occurred since December 22, 2003 with
respect to the Corporation:
(A) any amendment to its organizational documents;
(B) any increase in the salary, wages, bonus or other compensation of any
director, officer, or employee;
(C) any adoption of or amendment to any employee benefit plan maintained
or contributed to by it;
(D) any subjecting of any of its properties to any lien;
(E) any casualty loss (unless covered (other than for deductibles) by
insurance) affecting any of its properties;
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(F) any material change in any accounting policy, unless required by GAAP;
(G) any acquisition or disposition of any properties;
(H) any acquisition of any other person or any other business, including
by merger or consolidation;
(I) any commitments for capital expenditures; or
(J) any entering into of a contract to do or engage in any of the
foregoing.
(x) Ownership of Assets and Condition of Certain Assets.
(A) Real Property. The Corporation neither owns nor leases real property.
(B) Personal Property Leases. The Corporation leases no personal property.
(C) Tangible Personal Property. Except for the shares of Parent
Corporation Common Stock described above and as disclosed on the
Financial Statements, the Corporation owns no tangible personal
property.
(xi) Contracts and Commitments.
(A) Schedule 5 sets forth, as of the date hereof, a list of every contract
to which the Corporation is a party or by which any of its properties
is bound (those contracts agreements listed on Schedule 5 collectively
referred to as the "Scheduled Contracts").
(B) Except as set forth in Schedule 5, as of the date hereof, to the
Corporation's knowledge (i) each Scheduled Contract is a legal, valid
and binding contract of the Corporation that is a party thereto and of
the other parties thereto, enforceable in accordance with its terms,
(ii) each Scheduled Contract is in full force and effect, and (iii)
there is no existing default under any Scheduled Contract that would
reasonably be expected to have a material adverse effect.
(xii)Insurance. Except as set forth on Schedule 6, there are no insurance
policies maintained for the benefit of the Corporation relating to the
conduct of its business.
(xiii) Litigation. There is no action or proceeding pending or, to the
Corporation's knowledge, threatened, against or involving the Corporation.
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(xiv)Compliance with Laws and Orders. To the Corporation's knowledge, the
Corporation has complied in all material respects with all laws, orders and
judgments.
(xv) Employee Benefit Plans. There are no benefit plans that are sponsored,
maintained, or contributed to by the Corporation for the benefit of any
director, officer or employee of the Corporation or to which the
Corporation is a party or has any liability or obligation.
(xvi) Tax Matters.
(A) The Corporation has filed (or has had filed on its behalf) or will
file or cause to be filed, all material tax returns required by
applicable law to be filed by it prior to or as of the date of this
Agreement. All such tax returns are or will be complete and correct in
all material respects.
(B) The Corporation has paid (or has had paid on its behalf) or will pay
all material taxes falling due prior to the date of this Agreement.
(C) There are no liens for taxes upon any property of the Corporation.
(D) No audits, examinations, investigations or other administrative
proceedings or court proceedings are pending for any tax returns filed
by or on behalf of the Corporation.
(E) There are no outstanding consents to extend the statutory period of
limitations applicable to the assessment of any taxes or deficiencies
against the Corporation.
(xvii) No Material Misstatements or Omissions. The representations and
warranties of the Corporation in this Agreement do not contain any untrue
statement or material fact or omit to state any material fact necessary to
make the statements therein not materially misleading.
(c) Representations and Warranties of the Shareholders of the Corporation.
To induce the Parties to enter into this Agreement and to perform their
obligations hereunder, and with full knowledge that the Parties will rely
thereon, the shareholders of the Corporation (the "Shareholders") represent and
warrant the truth, accuracy, and completeness of the following:
(i) Each Shareholder has such knowledge and experience in financial
and business matters that it is capable of evaluating the merits and risks
of an investment in the Parent Corporation and making an informed
investment decision with respect thereto.
(ii) Each Shareholder is able to bear the economic and financial risk
of an investment in the Parent Corporation for an indefinite period of
time.
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(iii) Each Shareholder is acquiring or has acquired shares of Parent
Corporation Common Stock for its own account and not as nominee or agent
for any other person and not with a view to, or for offer or sale in
connection with, any distribution thereof in violation of the Securities
Act of 1933 (the "Securities Act").
(iv) Each Shareholder understands that the shares of Parent
Corporation Common Stock have not been registered under the Securities Act
or the securities or "blue sky" laws of any jurisdiction, and such
Shareholder agrees that its shares of Parent Corporation Common Stock
cannot be transferred unless they are subsequently registered and/or
qualified under the Securities Act or other applicable securities and "blue
sky" laws, or are exempt from such qualification or registration.
(v) Each Shareholder has been provided with access to all information
concerning the shares of Parent Corporation Common Stock and the Parent
Corporation as he, she or it has requested and has had an opportunity to
ask questions of management of the Parent Corporation and to obtain such
additional information concerning the shares of Parent Corporation Common
Stock and the Parent Corporation as such Shareholder deems necessary in
connection with his, her or its acquisition of interests in the Parent
Corporation.
(vi) Neither the Parent Corporation nor any person acting on behalf of
the Parent Corporation has offered to sell or sold the shares of Parent
Corporation Common Stock to such person by means of any form of general
solicitation or advertising, and the address set forth below such person's
name on the Schedule 1 is the address of the person's residence and
domicile (not a temporary or transient residence), and the person is a
citizen of the United States.
(vii) The execution, delivery and performance of this Agreement do not
require the Shareholders to obtain any consent or approval that has not
been obtained and do not contravene or result in a default under any
provision of any law or regulation applicable to such Shareholder, or any
agreement or instrument to which the Shareholders are a party or by which
the Shareholders are bound.
(d) Representations and Warranties of the Surviving Company. To induce the
Parties to enter into this Agreement and to perform their obligations hereunder,
and with full knowledge that the Parties will rely thereon, the Surviving
Company represents and warrants the truth, accuracy, and completeness of the
following:
(i) Organization. The Surviving Company is a limited liability company
duly formed, validly existing and in good standing under the laws of the
State of Delaware.
(ii) Power and Authority. The Surviving Company has full limited
liability company power and authority to execute and deliver this Agreement
and to consummate the Merger. The execution and delivery by the Surviving
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Company of this Agreement and the consummation of the Merger has been duly
and validly authorized and approved by the Member of the Surviving Company
and no other limited liability company actions on the part of the Surviving
Company are required to authorize the execution and delivery of this
Agreement or the consummation of the Merger.
(iii) Enforceability. This Agreement has been duly executed and
delivered by the Surviving Company and constitutes the legal, valid and
binding obligation of the Surviving Company, enforceable against the
Surviving Company in accordance with its terms.
(iv) Parent Corporation. All the outstanding interests of the
Surviving Company are owned by the Parent Corporation.
(v) Conflicts; Consents. Neither the execution and delivery by the
Surviving Company of this Agreement nor the consummation of the Merger will
conflict with, violate or result in a breach of or default under (with or
without the giving of notice or the passage of time, or both) the
Certificate of Formation or the Operating Agreement, and any amendment
thereto, of the Surviving Company. Neither the execution and delivery by
the Surviving Company of this Merger Agreement nor the consummation of the
Merger will require any consent, permit, license or any approval of or any
filing with, any governmental or private entity, body, or other person,
firm or other entity, except for the filings required with the Secretary of
State of the State of Delaware.
(e) Representations and Warranties of the Parent Corporation. To induce the
other Parties to enter into this Agreement and to perform their obligations
hereunder, and with full knowledge that the other Parties will rely thereon, the
Parent Corporation represents and warrants the truth, accuracy, and completeness
of the following:
(i) Organization. The Parent Corporation is a corporation duly formed,
validly existing and in good standing under the laws of the State of
Delaware.
(ii) Power and Authority. The Parent Corporation has full corporate
power and authority to execute and deliver this Agreement and to consummate
the Merger. The execution and delivery by the Parent Corporation of this
Agreement and the consummation of the Merger has been duly and validly
authorized and approved by Parent Corporation's Board of Directors, and no
other corporate actions on the part of the Parent Corporation are required
to authorize the execution and delivery of this Agreement or the
consummation of the Merger.
(iii) Enforceability. This Agreement has been duly executed and
delivered by the Parent Corporation and constitutes the legal, valid and
binding obligation of the Parent Corporation, enforceable against the
Parent Corporation in accordance with its terms.
(iv) Litigation. There is no action or proceeding pending or, to the
Parent Corporation's knowledge, threatened, against or involving the Parent
Corporation.
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(v) Conflicts; Consents. Neither the execution and delivery by the
Parent Corporation of this Agreement nor the consummation of the Merger
will conflict with, violate or result in a breach of or default under (with
or without the giving of notice or the passage of time, or both) the
Certificate of Incorporation or the By-laws, and any amendment thereto, of
the Parent Corporation. Neither the execution and delivery by the Parent
Corporation of this Agreement nor the consummation of the Merger will
require any consent, permit, license or any further approval of or any
filing with, any governmental or private entity, body, or other person,
firm or other entity, except for the filings required with the Secretary of
State of the State of Delaware.
(vi) Capitalization and Title to the Contributed Equity. All of the
Parent Corporation Common Stock to be issued hereunder to the Corporation's
shareholders has been duly authorized and validly issued and will be fully
paid and non-assessable.
(vii) No Material Misstatements or Omissions. The representations and
warranties of the Parent Corporation in this Agreement do not contain any
untrue statement or material fact or omit to state any material fact
necessary to make the statements therein not materially misleading.
9. Survival and Indemnification. The representations and warranties,
covenants and agreements contained in this Agreement shall survive the date of
this Agreement.
(a) Indemnification by Sellers. The Corporation, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, in his
personal capacity, and the Estate of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, shall, jointly and
severally, indemnify and hold harmless and defend the Surviving Company (and any
successors thereto) and the Parent Corporation (and any successors thereto) and
affiliates of each of them, and each of their members, stockholders, directors,
officers, employees, representatives, agents, successors and assigns
(collectively the "Indemnified Parties" and individually as an "Indemnified
Party") from and against any and all demands, claims, actions or causes of
action, assessments, losses, damages, liabilities, costs and expenses, including
costs of mitigation, interest, penalties, and reasonable attorneys' fees and
disbursements, whether or not such fees and disbursements involve a third-party
claim, suffered or incurred by Indemnified Parties after the date of this
Agreement as a result of, arising out of or in connection with the Merger, this
Agreement and the transactions contemplated thereby (whether arising before or
after the Effective Time).
(b) Legal Fees. In the event of any claim, action, suit, proceeding or
investigation (whether civil, criminal, administrative or investigative), the
rights set forth in Section 9(a) above shall include the obligation of the
Corporation, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, in his personal capacity, and the Estate of
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, jointly and severally, to pay the reasonable fees and
expenses of counsel selected by the Indemnified Parties, promptly after receipt
of statements therefore.
(c) Tax Effect, Insurance and Purchase Price Adjustment. The liability of
any Indemnifying Party with respect to any loss shall be reduced by the tax
benefit accruing to the Indemnified Party (and increased by any additional taxes
9
resulting from the receipt of the indemnification payment), and by any insurance
proceeds received by the Indemnified Party as a result of such loss.
10. All reasonable fees and expenses arising out of or in connection with
the Merger, this Agreement and the transaction contemplated thereby (including
the negotiation and consideration thereof) shall be paid, jointly and severally,
by ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, in his personal capacity, and the Estate of ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇.
11. Further Assurances. From time to time, as and when required by the
Surviving Company or by its successors and assigns, there shall be executed and
delivered for the Corporation such deeds and other instruments, and there shall
be taken or caused to be taken by it such further and other action as shall be
appropriate or necessary to vest, perfect or to confirm of record or otherwise
in the Surviving Company the title to and possession of all the property,
interests, assets, rights, privileges, immunities, powers, franchises and
authority of the Corporation, and otherwise to perform the purposes of this
Agreement, and the officers and directors of the Corporation are fully
authorized in the name and for the Corporation or otherwise to take any and all
such action and to execute and deliver any and all such deeds and other
instruments.
12. Abandonment. Notwithstanding the approval of this Agreement by the
Corporation or the Parent Corporation, at any time before the Effective Time,
(a) this Agreement may be terminated and the Merger may be abandoned by the
Corporation or the Parent Corporation or (b) the consummation of the Merger may
be deferred for a reasonable period of time if, in the opinion of the Parties,
such action would be in the best interests of the Parties. If this Agreement is
terminated, it shall become void and of no effect and there shall be no
liability of any of the Parties with respect thereto, except that the
Corporation shall pay all reasonable fees and expenses incurred in connection
with this Agreement.
13. Conditions to Merger. The Corporation shall have no obligation to
effect the transactions contemplated hereby unless and until it shall have
obtained any and all consents, permits, authorizations, approvals, and orders
deemed, in the sole discretion of the Corporation, to be material to the
consummation of the Merger.
14. Amendment. This Agreement may be amended by the Parties at any time
before the Effective Time, provided that an amendment made after the approval of
this Agreement by the Parties shall not (a) alter or change the amount or kind
of shares to be received in exchange for or on conversion of all or any of the
shares to be exchanged hereunder, (b) alter or change any term of the
Certificate of Formation of the Surviving Company to be effected by the Merger,
or (c) alter or change any of the terms and conditions of this Agreement if such
alteration or change would adversely affect the holders of shares to be
exchanged hereunder.
15. Governing Law. This Agreement and the legal relations between the
Parties shall be governed by and construed under the internal laws of the State
of Delaware.
16. Entire Agreement. This Agreement constitutes the entire agreement
between the Parties and may not be amended or modified except in writing signed
by both Parties hereto.
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17. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original.
[Remainder of this page intentionally left blank.]
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IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be
executed and attested for it by its officers hereunto duly authorized, as of
December 22, 2004.
PURE WORLD, INC.,
a Delaware corporation
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chairman
PW SUBSIDIARY LLC,
a Delaware limited liability company
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chairman, Pure World, Inc.
Member
SUN EQUITIES CORPORATION,
a Delaware corporation
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Chairman
SHAREHOLDERS OF SUN EQUITIES
CORPORATION
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/s ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
-----------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
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/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, III
-----------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, III
/s ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Estate of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Trustee
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, (▇▇▇ Rollover)
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Trustee
Marital Trust u/w/o ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (Part A)
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Trustee
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇., ▇▇▇
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
--------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
Title: Trustee
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Schedule 1
Distribution of Parent Corporation Common Stock to Corporation Shareholders
Pro-rata distribution of
Shares of Parent
Corporation Common
Stock, according to
number of shares of Actual issue to
Shareholder of the Corporation Common Rounded Corporation
Corporation Stock held Number of Shares Shareholder
-------------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 1,256,934.59 1,256,935.00 1,256,933
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (▇▇▇
Rollover) 154,909.80 154,910.00 154,910
Estate of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 369,848.66 369,849.00 369,849
Marital Trust u/w/o ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇
(Part A) c/o ▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
Trustee 513,140.57 513,141.00 513,141
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 125,797.85 125,798.00 125,798
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇. 58,285.19 58,285.00 58,285
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇., ▇▇▇ 19,170.70 19,171.00 19,171
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, III 968.82 969.00 969
▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ 968.82 969.00 969
-------------------------------------------------------------------------------------
2,500,025.00 2,500,027.00 2,500,025.00
=====================================================================================
14
Schedule 2
Shareholders of the Corporation
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
Pheasant Run
▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, III
Pheasant Run
▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Pheasant Run
▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Two Brookwood Drive
Medford, NJ 08055
Estate of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Marital Trust u/w/o ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (Part A)
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇., ▇▇▇
▇▇▇▇▇▇▇▇ Run
▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
15
Schedule 3
Financial Statements and Interim Financial Statements
SUN EQUITIES CORPORATION
BALANCE SHEETS
31-OCT 31-JUL 31-JUL 31-JUL
2004 2004 2003 2002
--------------------------------------------------------------------
ASSETS:
Current assets:
Cash and cash equivalents $ 63,993.71 $ 18,367.98 $ 3,702.46 $ 25,924.26
Trading Securities - 46,972.22 89,174.51 89,174.51
--------------------------------------------------------------------
Total current assets 63,993.71 65,340.20 92,876.97 115,098.77
Other assets - 112,000.00 112,000.00 107,671.23
Investment in Pure World, Inc. 4,190,720.28 4,190,720.28 4,190,720.28 4,256,790.04
--------------------------------------------------------------------
Total assets $4,254,713.99 $4,368,060.48 $4,395,597.25 $4,479,560.04
====================================================================
LIABILITIES:
Accounts payable and other accruals $ - $ 51,802.13 $ 50,566.13 $ 986,189.16
--------------------------------------------------------------------
Total current liabilities - 51,802.13 50,566.13 986,189.16
--------------------------------------------------------------------
STOCKHOLDERS' EQUITY:
Common stock 12,644.42 12,910.83 12,910.83 12,910.83
Paid-in capital 1,296,514.44 1,343,220.25 1,343,220.25 1,212,688.05
Retained earnings 2,945,555.13 2,960,127.27 2,988.900.04 2,267,772.00
--------------------------------------------------------------------
Total stockholders' equity 4,254,713.99 4,316,258.35 4,345.031.12 3,493,370.88
--------------------------------------------------------------------
Total liabilities and stockholders' equity $4,254,713.99 $4,368,060.48 $4,395,597.25 $4,479,560.04
====================================================================
SUN EQUITIES CORPORATION
INCOME STATEMENTS
YTD Year Ended Year Ended Year Ended
August 1, 2004 - July 31 July 31 July 31
October 31, 2004 2004 2003 2002
-------------------------------------------------------------------------------------------
Revenues
Interest Income $ 9.63 $ 24.05 $ 3.25 $ 276.84
Other Income - 23.70 - 6,236.34
Realized Losses - ( 16,627.27) - ( 20,376.00)
-------------------------------------------------------------------------------------------
9.63 ( 16,579.52) 3.25 ( 13,862.82)
Expenses
General and administrative 14,008.77 4,670.97 6,806.25 19,463.63
-------------------------------------------------------------------------------------------
14,008.77 4,670.97 6,806.25 19,463.63
Net loss before taxes ( 13,999.14) ( 21,250.49) ( 6,803.00) ( 33,326.45)
Provision for taxes 573.00 7,522.29 535.83 -
-------------------------------------------------------------------------------------------
Net loss ($ 14,572.14) ($28,772.78) ($7,338.83) ($33,326.45)
16
Schedule 4
Transactions not in the Ordinary Course
None.
17
Schedule 5
Contracts
None.
18
Schedule 6
Insurance
Spectrum Business Owners Policy (property, business liability, employment
practices liability)
Policy # 13BAPV4078
Hartford Insurance Co of Midwest
Policy Period: 05/31/04 - 5/31/05
Coverage: Vary
19
