EXHIBIT 10 ( m )
93
STOCK PURCHASE AGREEMENT
THIS AGREEMENT, entered into as of January 30, 1997, by and among:
The Governor and Company of
The Bank of Scotland
(the "Bank")
Those persons named in
Schedule A annexed hereto
(collectively, jointly and
severally "Buyers")
and
Corniche Group Incorporated
a Delaware corporation
(the "Company")
Whereas:
A. Pursuant to an agreement dated February 21, 1996, ▇▇▇▇▇ ▇. ▇▇▇▇▇
has pledged 219,450 shares, $.01 par value per share, of the issued and
outstanding common stock of the Company (the "Shares") to the Bank in order to
secure certain obligations to the Bank.
B. Pursuant to an agreement dated February 19, 1996, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
has pledged 877,800 Shares to the Bank in order to secure certain obligations
to the Bank.
C. Buyers desire to purchase 1,042,250 of the pledged Shares (the
"Sale Shares").
D. The Bank is willing to exercise its rights as pledgee of the
Shares to sell all right, title and interest of ▇▇. ▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇ in
the Sale Shares to the Buyers.
Now, Therefore, for the mutual consideration set out herein, the parties agree
as follows:
1. Purchase And Sale Of Company Shares
1.1 The Bank shall sell to Buyers and Buyers shall purchase from the
Bank, in the respective amounts set forth in Schedule A, all of the right,
title and interest of ▇▇. ▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇ in and to the Sale Shares at a
closing of such sale (the "Closing") to be held at the place and on the date
hereinafter provided (the "Closing Date").
1.2 The purchase price (the "Price") shall be $.12 per Sale Share or
$125,070 on an aggregated basis.
1.3 The Price shall be paid at the Closing to the Bank by wire
transfer of immediately available funds to an account in London or Edinburgh
designated by the Bank.
1.4 At the Closing Date, the Bank will deliver the certificates
purportedly representing the Sale Shares which were delivered to the Bank by
Crisp and ▇▇▇▇▇▇ and purportedly represent the Sale Shares. Such certificates
shall be accompanied by stock powers executed by ▇▇▇▇▇▇ and Crisp indicating
appropriate signature guarantees. Since the number of Shares purportedly
represented by such certificates exceeds the number of Sale Shares, the Bank
and the Buyers shall make reasonable arrangements to cause certificates
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representing the excess number of Shares to be issued in the names of ▇▇▇▇▇
▇. ▇▇▇▇▇▇ (44,000 Shares) and ▇▇▇▇▇ ▇. ▇▇▇▇▇ (11,000 Shares) and delivered to
the Bank. The Company has advised the Bank and the Buyers that: (a) the Sale
Shares are not registered under the Securities Act of 1933 as amended (the
"'33 Act"); (b) the Sale Shares are subject to usual and appropriate stop
transfer orders on the books and records of the Company's transfer agent
pertaining to securities not registered under the '33 Act; (c) the
certificates for the Sale Shares delivered by the Bank bear and all new
certificates for the Sale Shares to be delivered to Buyers shall bear on their
face the following restrictive legend:
"No sale, offer to sell or transfer of the shares represented by this
certificate shall be made unless a registration statement under the Federal
Securities Act of 1933, as amended, with respect to such shares is then in
effect or an exemption from the registration requirements of such Act is then
in fact applicable to such shares."
2. Representations And Covenants Of Bank
The Bank hereby represents and warrants, to the extent of the facts known
to the Bank, that, effective this date and the Closing Date, the
representations listed below are true and correct except to the extent
specifically set forth in a schedule annexed hereto and numbered in accordance
with the subsection number in which the relevant representation is made.
2.1 The certificates purportedly representing the Sale Shares are the
certificates heretofore delivered by Crisp and ▇▇▇▇▇▇ to the Bank pursuant to
the Pledge Agreements between the Bank and each of Crisp and ▇▇▇▇▇▇.
2.2 The execution of this Agreement will not violate or breach any
agreement, contract, or commitment to which the Bank is a party, the Bank has
been duly authorized by all appropriate and necessary action to enter into and
perform this Agreement, and this Agreement is fully enforceable against the
Bank under English law.
2.3 The Bank will have no claim or lien on the Sale Shares upon
payment of the Price indefeasibly and in full.
2.4 The representations and warranties of the Bank contained in this
Section 2 shall survive the Closing Date.
The Bank makes no other representation or warranty of any nature
whatsoever. The Buyers have agreed to purchase the Sale Shares without
recourse to the Bank and, insofar as the Bank is concerned, the Sale Shares
will be sold "AS IS AND WHERE IS" and without representation or warranty
(including any representation or warranty as to condition, value or any other
matter concerning the Sale Shares or the Company, including the suitability of
the Sale Shares as an investment). Without limiting the foregoing, the Bank
has no basis to believe that the Sale Shares have a value equal to the Price,
and the Sale Shares' value could be less than the Price and the Sale Shares
could have no value.
3. Representations and Covenants of the Company
The Company hereby represents and warrants, to the extent of the facts
known to the Company, that, effective this date and the Closing Date, the
representations listed below are true and correct except to the extent
specifically set forth in a schedule annexed hereto and numbered in accordance
with the subsection number in which the relevant representation is made.
3.1 A copy of the audited financial statements of the Company dated
March 25, 1995 and the unaudited financial statements of the Company dated
December 31, 1995 and September 30, 1996 (collectively the "Financial
Statements") are attached hereto as Schedule 3.1. Except as noted therein,
the Financial Statements fairly present the financial position of the Company
for the periods indicated in conformity
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with generally accepted accounting principles consistently applied for such
periods. Except as disclosed in Schedule 3.1 there has not been and will not
be, prior to the Closing Date, any material changes in the financial position
of the Company as reflected in the Financial Statements.
3.2 The Company is a corporation duly incorporated, validly existing
and in good standing under the laws of the State of Delaware, has all
requisite corporate power and authority to own or lease and operate its
properties and to carry on its business as presently conducted. The Company
is duly qualified as a foreign corporation, and is in good standing, in each
jurisdiction listed on the Schedule 3.2 attached hereto, and in each other
jurisdiction where the character of its properties owned or held under lease
require it to be so qualified. Attached to Schedule 3.2 is a complete and
correct copy of the Company's Certificate of Incorporation, as amended to
date, certified by the Secretary of the State of Delaware, and the Company's
By-Laws, as currently in effect. This Agreement has been duly executed and
delivered on behalf of the Company and constitutes the valid and binding
obligation of the Company, enforceable against the Company in accordance with
its terms, subject to general equitable principles and except as the
enforceability thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws of general application
relating to creditors' rights.
3.3 The authorized capital stock of the Company consists of
30,000,000 shares of Common Stock, $.01 par value per share, of which
2,405,357 shares are issued and outstanding, 1,097,250 of which are owned of
record and beneficially by Crisp and ▇▇▇▇▇▇ and were pledged to the Bank to
secure certain obligations. The Company has further authorized capital stock
consisting of 1,000,000 shares of 7% cumulative convertible preferred stock,
of which 946,069 shares are issued and outstanding.. All outstanding shares
have been duly authorized and validly issued, are fully paid and
non-assessable and were not issued in violation of any preemptive rights.
There is outstanding no security, option, warrant, right, call, subscription,
agreement, commitment or understanding of any nature whatsoever, fixed or
contingent, that directly or indirectly (i) calls for the issuance, sale,
pledge or other disposition of any shares or of any other capital stock of the
Company or any securities convertible into, or other rights to acquire, any
such shares or other capital stock of the Company or (ii) obligates the
Company to grant, offer or enter into any of the foregoing or (iii) relates to
the voting or control of such shares, capital stock, securities or rights
except as disclosed in Schedule 3.3 attached hereto. No person has any right
to require the Company to register any of its securities under the '33 Act,
except as disclosed in Schedule 3.3 attached hereto.
3.4 Except as set forth in Schedule 3.4 attached hereto, the Company
is not involved in any pending litigation or governmental investigation or
proceeding and, to the best knowledge of the Company, no litigation, claims,
assessments, or governmental investigation or proceeding is threatened against
the Company, or its assets.
3.5 The Company has good and marketable title to all of the assets
and properties which it purports to own and which are reflected on the
Financial Statements contained in Schedule 3.1 hereof, free and clear of all
encumbrances, except for (a) liens for current taxes not yet due and payable
or for taxes the validity of which is being contested in good faith by
appropriate proceedings, and (b) encumbrances which individually or in the
aggregate do not materially and adversely affect the business, operations or
financial condition of the Company.
3.6 The Company has no debts, obligations or liabilities of whatever
kind or nature, either direct or indirect, absolute or contingent, matured or
unmatured, except debts, obligations and liabilities that are fully reflected
in, or reserved against on, the Financial Statements contained in Schedule 3.1
hereof.
3.7 Except as set forth in Schedule 3.7 attached hereto, or except as
otherwise contemplated by this Agreement, since the date of the Financial
Statements contained in Schedule 3.1 there has not been (a) any damage,
destruction or casualty loss to the physical properties of the Company
(whether covered by insurance or not); (b) any material change in the
business, operations or financial condition of the Company; (c) any entry into
any transaction, commitment or agreement including without limitation any
borrowing or capital expenditure) material to the Company's course of
business; (d) any redemption or other acquisition by the Company of the
Company's capital stock or any declaration, setting aside or payment of any
dividend or other distribution in cash, stock or property with respect to the
Company's capital stock; (e) any increase
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in the rate or terms of compensation payable or to become payable by the
Company to its directors, officers or employees or any increase in the rate or
terms of any bonus, pension, insurance or other employee benefit plan, payment
or arrangement made to, for or with any such directors, officers or key
employees; (f) any change in production schedules, acceleration of sales, or
reduction of aggregate administrative, marketing, advertising and promotional
expenses or research and development expenditures other than in the ordinary
course of business; (g) any sale, transfer or other disposition of any asset
of the Company to any party except for payment of third-party obligations
incurred in the ordinary course of business in accordance with the Company's
regular payment practices; (h) any termination or waiver of any rights of
value to the business of the Company; or (i) any failure by the Company to pay
its accounts payable or other obligations in the ordinary course of business
consistent with past practice.
3.8 Except as otherwise disclosed in the Company's Annual Report on
Form 10-K for the fiscal year ended March 25, 1995, the Company has complied
with all state, federal and local laws in connection with its formation,
issuance of securities, organization, capitalization and operations, and no
contingent liabilities have been threatened or claims made, and no basis for
the same exists with respect to said operations, formations or capitalization,
including claims for violation of any state or federal securities laws, except
that the Company is delinquent in its filings with the Securities and Exchange
Commission as set forth in Schedule 3.8 hereof.
3.9 Except as otherwise disclosed in Schedule 3.9 hereof, the Company
has filed and as of the Closing Date will have filed, all state, federal, and
local tax or related returns and reports due or required to be filed and has
paid and as of the Closing Date will have paid, all taxes or assessments which
have become due.
3.10 The Company has no subsidiary corporations other than as
disclosed in Schedule 3.10 attached hereto.
3.11 The execution of this Agreement will not violate or breach any
agreement, contract, or commitment to which the Company is a party and has
been duly authorized by all appropriate and necessary action.
3.12 The Company is registered under Section 12(g) of the Securities
Exchange Act of 1934 (the "Exchange Act") and its common stock is listed for
quotation by the OTC Bulletin Board.
4. REPRESENTATIONS AND COVENANTS OF BUYERS
EACH OF THE BUYERS HEREBY REPRESENTS AND WARRANTS THAT, EFFECTIVE THIS
DATE AND THE CLOSING DATE, THE REPRESENTATIONS LISTED BELOW ARE TRUE AND
CORRECT.
4.1 BUYER HAS MADE ALL REASONABLE INQUIRIES WITH RESPECT TO THE
COMPANY AND THE SALE SHARES AND IS FULLY AWARE OF THE CONDITION AND PROSPECTS,
FINANCIAL AND OTHERWISE, OF THE COMPANY, HAVING BEEN SUPPLIED WITH SUCH
FINANCIAL AND OTHER DATA RELATING TO THE COMPANY AS BUYER CONSIDERED NECESSARY
AND ADVISABLE TO ENABLE BUYER TO FORM A DECISION CONCERNING THE PURCHASE
HEREIN PROVIDED.
4.2 BUYER IS FULLY AWARE THAT THE SALE SHARES, WHEN DELIVERED, WILL
NOT HAVE BEEN REGISTERED UNDER THE ACT; THAT ACCORDINGLY NO SALE, OFFER TO
SELL OR TRANSFER OF THE SALE SHARES SHALL BE MADE BY BUYER UNLESS A
REGISTRATION STATEMENT UNDER THE '33 ACT WITH RESPECT TO THE SALE SHARES IS
THEN IN EFFECT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE '33
ACT IS THEN IN FACT APPLICABLE TO THE SALE SHARES OR, IN THE OPINION OF
COMPANY'S COUNSEL, REGISTRATION IS NOT REQUIRED.
4.3 BUYER HAS BEEN FULLY ADVISED BY THE BANK THAT THE BANK WILL SELL
THE SALE SHARES TO BUYER WITHOUT REGISTRATION UNDER THE '33 ACT ON THE BASIS
OF A STATUTORY EXEMPTION IN SECTION 4 OF THE '33 ACT AND THAT THE BANK'S
RELIANCE UPON THE STATUTORY EXEMPTION IS BASED IN LARGE PART UPON BUYER'S
REPRESENTATIONS MADE IN THIS AGREEMENT.
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4.4 BUYER IS ACQUIRING THE SALE SHARES FOR INVESTMENT FOR BUYER'S OWN
ACCOUNT AND NOT WITH A VIEW TO RESELL OR OTHERWISE DISTRIBUTE THE SALE
SHARES. IN MAKING THE FOREGOING REPRESENTATIONS, BUYER UNDERSTANDS THAT, IN
THE VIEW OF THE SECURITIES AND EXCHANGE COMMISSION, THE STATUTORY EXEMPTION
UNDER SECTION 4 OF THE '33 ACT WOULD NOT BE AVAILABLE IF, NOTWITHSTANDING
BUYER'S REPRESENTATIONS, BUYER HAD IN MIND MERELY ACQUIRING THE SALE SHARES
FOR RESALE UPON THE OCCURRENCE OR NONOCCURRENCE OF SOME PREDETERMINED EVENT.
4.5 BUYER HAS THE FULL RIGHT, POWER AND AUTHORITY TO PURCHASE THE
SALE SHARES IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND OTHERWISE TO
CONSUMMATE AND CLOSE THE TRANSACTION PROVIDED FOR IN THIS AGREEMENT IN THE
MANNER AND UPON THE TERMS HEREIN SPECIFIED.
4.6 EACH BUYER LISTED ON SCHEDULE A ATTACHED HERETO IS ACTING
INDEPENDENTLY OF EACH OTHER BUYER AND NONE OF THEM ARE ACTING JOINTLY OR IN
CONCERT FOR THE PURPOSE OF ACQUIRING OF THE SALE SHARES. ALL SUCH BUYERS HAVE
ACTED IN THE PREMISES THROUGH A BROKER-DEALER, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & CO., INC.
("RMCC") ACTING ON THEIR BEHALF. THE BANK HAS NO LIABILITY TO RMCC FOR
COMMISSIONS, FINDERS FEES, OR OTHERWISE IN CONNECTION WITH RMCC'S
PARTICIPATION IN THIS TRANSACTION. FOLLOWING SUCH PURCHASE OF THE SALE
SHARES, EACH BUYER WILL CONTINUE TO ACT INDEPENDENTLY, ONE FROM THE OTHER, AND
WILL NOWISE ACT JOINTLY OR IN CONCERT IN THE VOTING, PLEDGING, SALE OR OTHER
ACTIVITY OF ANY KIND RELATING TO THE SALE SHARES.
4.7 BUYER IS A SOPHISTICATED BUYER WITH RESPECT TO THE PURCHASE OF
THE SALE SHARES AND HAS ADEQUATE INFORMATION CONCERNING THE BUSINESS AND
FINANCIAL CONDITION OF THE COMPANY TO MAKE AN INFORMED DECISION REGARDING THE
PURCHASE OF THE SALE SHARES AND HAS INDEPENDENTLY AND WITHOUT RELIANCE UPON
THE BANK AND BASED ON SUCH INFORMATION BUYER HAS DEEMED APPROPRIATE, MADE HIS
OWN ANALYSIS AND DECISION TO ENTER INTO THIS AGREEMENT, EXCEPT THAT BUYER HAS
RELIED UPON THE REPRESENTATIONS, WARRANTIES, AGREEMENTS AND COVENANTS OF THE
COMPANY CONTAINED IN THIS AGREEMENT.
4.8 BUYER ACKNOWLEDGES AND AGREES TO THE BANK'S REPRESENTATIONS AND
STATEMENTS CONTAINED IN THE PARAGRAPH FOLLOWING SECTION 2.4 OF THIS
AGREEMENT. BUYER IS NOT RELYING ON ANY REPRESENTATIONS OF THE BANK, EXCEPT AS
EXPRESSLY PROVIDED IN SECTION 2. BUYER UNDERSTANDS THAT IT MAY LOSE ITS
ENTIRE INVESTMENT AND REPRESENTS THAT IT IS ECONOMICALLY ABLE TO SUSTAIN SUCH
LOSS. BUYER REPRESENTS THAT IT HAS HAD ADEQUATE OPPORTUNITY TO CONSULT WITH
COUNSEL AND OTHER SOPHISTICATED ADVISORS IN CONNECTION WITH THE PURCHASE OF
THE SALE SHARES. THE REPRESENTATIONS AND WARRANTIES OF BUYER CONTAINED IN
THIS SECTION 4 SHALL SURVIVE THE CLOSING DATE.
5. Closing Date
The Closing Date herein referred to shall be upon such date as the
parties hereto may mutually agree upon. At the Closing, Buyers will be
provided with and accept delivery of the Sale Shares, and in connection
therewith, will make payment of all sums due to the Bank. Certain closing
documents may be delivered subsequent to the Closing Date upon the mutual
agreement of the parties hereto.
In the event the Closing Date has not occurred on or prior to January 31,
1997, each party to this Agreement will have the right to terminated this
Agreement at any time thereafter upon written notice to the other parties and
thereafter no party to this Agreement will have any liability or obligation to
any other party to this Agreement.
6. Conditions Precedent To The Obligations Of The Bank
All obligations of the Bank under this Agreement are subject to the
fulfillment, prior to or at the closing on the Closing Date, of each of the
following conditions:
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6.1 The representations and warranties by Buyers and the Company
contained in this Agreement shall be true in all material respects at and as
of the time of Closing as though such representations and warranties were made
at and as of such time.
6.2 Buyers and the Company shall have performed and complied with all
covenants, agreements, and conditions required by this Agreement to be
performed or complied with by Buyers and the Company prior to or at the
Closing including the payment of the Price by Buyers in accordance with the
terms hereof, including the allocations set forth on Schedule A hereto.
7. Conditions Precedent To The Obligations Of Buyer
All obligations of Buyers under this Agreement are subject to the
fulfillment, prior to or at the Closing on the Closing Date, of each of the
following conditions:
7.1 The representations and warranties by the Bank and the Company
contained in this Agreement shall be true at and as of the time of Closing as
though such representations and warranties were made at and as of such time.
7.2 The Company and the Bank shall have performed and complied with
all covenants, agreements, and conditions required by this Agreement to be
performed or complied with by them prior to or at the Closing.
8. Documents At Closing
At the Closing, the following transactions shall occur, all of such
transactions being deemed to occur simultaneously:
8.1 The Bank will deliver the certificates and stock powers referred
to in Section 1.4 hereof.
8.2 The Company will deliver, or cause to be delivered, to Buyers the
following:
a.a copy of the most recent shareholder list of the Company in the
Company's possession certifying the number of shares outstanding. In the
event additional shares of the Company have been issued since the date of such
shareholder list, such issuances will be identified on a schedule attached to
the shareholder list.
b.such other instruments, documents and certificates, if any, as are
required to be delivered pursuant to the provisions of this Agreement or which
may be reasonably requested in furtherance of the provisions of this
Agreement;
8.3 Buyer will deliver or cause to be delivered to the Bank:
a.the Price.
b.such other instruments and documents as are required to be
delivered pursuant to the provisions of this Agreement or which may be
reasonably requested in furtherance of the provisions of this Agreement.
8.4 The Company will deliver or cause to be delivered to the Bank and
the Company's transfer agent, Continental Stock Transfer & Trust Company, an
opinion of counsel to the effect that the sale of the Sale Shares by the Bank
to the Buyers will be exempt from the registration requirements of the '33
Act.
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9. Miscellaneous
9.1 Further Assurances. At any time, and from time to time, after
the effective date, each party will execute such additional instruments and
take such action as may be reasonably requested by the other party to carry
out the intent and purposes of this Agreement.
9.2 Waiver. Any failure on the part of any party hereto to comply
with any of its obligations, agreements or conditions hereunder may be waived
in writing by the party to whom such compliance is owed.
9.3 Notices. All notices and other communications hereunder shall be
in writing and shall be deemed to have been given if delivered in person or
sent by prepaid first class registered or certified mail, return receipt
requested, fax or recognized courier to the following addresses:
To the Bank:
The Governor and Company
of the Bank of Scotland
The Mound
Edinburg, Scotland Attention: Legal Services
With copies to:
▇▇▇▇▇▇▇▇ & Worcester LLP
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
To the Company:
Corniche Group Incorporated
a Delaware corporation
Wayne Interchange Plaza I
▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
To Buyer:
See Schedule A
With copies to:
The Law Offices of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇. ▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
9.4 Headings. The section and subsection headings in this Agreement
are inserted for convenience only and shall not affect in any way the meaning
or interpretation of this Agreement.
9.5 Counterparts. This Agreement may be executed simultaneously in
two or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
9.6 Governing Law a. With respect to any suit, action, or
proceedings relating to this Agreement, each party irrevocably submits to the
exclusive jurisdiction of the English courts. This Agreement shall be
governed by English law.
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b. Each party waives any objection which it may have at
any time to the laying of venue of any proceedings in any such count, waives
any claim that such proceedings have been brought in an inconvenient forum and
further waives the right to object with respect to such proceedings, that such
court does not have jurisdiction over such party.
9.7 Binding Effect. This Agreement shall be binding upon the parties
hereto and inure to the benefit of the parties, their respective heirs,
administrators, executors, successors and assigns.
9.8 Entire Agreement. This Agreement is the entire agreement of the
parties covering everything agreed upon or understood in the transaction.
There are no oral promises, conditions, representations, understandings,
interpretations or terms of any kind as conditions or inducements to the
execution hereof.
9.9 Severability. If any part of this Agreement is deemed to be
unenforceable the balance of this Agreement shall remain in full force and
effect.
In Witness Whereof, the parties have executed this Agreement as of the
day and year first above written.
THE GOVERNOR AND COMPANY
OF THE BANK OF SCOTLAND
By /s/ ▇▇▇▇ ▇▇▇▇▇
CORNICHE GROUP INCORPORATED
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, Vice President
BUYERS
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇/AIB
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
/s/ ▇▇. ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇ ▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, JTWROS
/s/ ▇▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ Saint Jr.
/s/ ▇▇▇▇ ▇. Saint
▇▇▇▇▇▇ West Realty Pension Plan
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ - Trustee
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Schedule A - List of Buyers
Buyer Number of Shares to be Purchased
▇▇▇ ▇▇▇▇▇▇ 120,000
▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ 120,000
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ 50,000
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ Saint & ▇▇▇▇ ▇▇▇ Saint 50,000
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇ 100,000
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇ 100,000
▇▇ ▇▇▇▇▇▇▇▇ ▇
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ 50,000
▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 100,000
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, JTWROS 100,000
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ 50,000
▇▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ 100,000
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ West Realty Inc. Pension Plan 102,250
▇▇▇▇▇ ▇▇▇▇▇▇ - Trustee
▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ _________
Total Shares to be Purchased 1,042,250
102
SCHEDULE 3.1
3.1.1 MARCH 25, 1995 AUDITED FINANCIAL STATEMENT (1)
3.1.2 DECEMBER 31, 1995 UNAUDITED FINANCIAL STATEMENTS (2)
3.1.3 SEPTEMBER 30, 1996 UNAUDITED FINANCIAL STATEMENTS
________________
(1) Incorporated by reference to the Company's Annual Report on Form 10-K
for the year ended March 25, 1995 filed with the Securities and Exchange
Commission.
(2) Incorporated by reference to the Company's Current Report on Form 10-Q
for the quarter ended December 31, 1995 filed with the Securities and Exchange
Commission.
103
SCHEDULE 3.1.3
SEPTEMBER 30, 1996 UNAUDITED FINANCIAL STATEMENTS
104
CORNICHE CROUP INCORPORATED
Balance Sheet
(Unaudited)
ASSETS
September 30, March 31,
1996 1996
Current assets:
Cash $398 $66
Notes receivable 0 125,000
Other receivables 0 10,000
Total current assets 398 135,066
Other assets:
Property and equipment, net 941 1,135
Total assets $1,339 $136,201
LIABILITIES AND STOCKHOLDERS' (DEFICIENCY) EQUITY
Current liabilities:
Notes Payable $86,679 $11,679
Note Payable on debt compromise 77,630 77,630
Trade account payable 260,484 358,760
Dividends payable - preferred stock 122,565 89,453
Accrued liabilities 223,121 258,622
Total current liabilities 770,479 796,144
Stockholders' (deficiency) equity:
7% cumulative convertible preferred
stock authorized and issued 1,000,000
shares, and outstanding 946,069 shares 946,069 946,069
Common stock, $0.10 par value,
authorized - 30,000,000 shares,
issued 2,623,457 262,345 262,345
Additional paid-in capital 793,976 793,976
(Accumulated deficit) retained earnings (2,566,820) (2,457,623)
( 564,430) ( 455,233)
Treasury stock-at cost, 218,100
shares. ( 204,710) ( 204,710)
Total stockholders' (deficiency) equity ( 769,140) ( 659,943)
Total liabilities and stockholders'
(deficiency) equity $1,339 $136,201
105
CORNICHE CROUP INCORPORATED
Statement of Operations
(UNAUDITED)
-- 3 Months Ended -- -- 6 Months Ended --
Sept 30, Sept 30, Sept 30, Sept 30,
1996 1995 1996 1995
Net sales $ 0 $ 0 $ 0 $ 0
Cost of sales 0 0 0 0
- - - -
Gross profit 0 0 0 0
- - - -
General & administrative
expenses (37,610) (183,503) (71,860) (271,201)
----------- ----------- --------- ------------
Operating loss (37,610) (183,503) (71,860) (271,201)
Interest (net) ( 2,425) 8,329 ( 4,225) 8,329
------------ ---------- ------------ ---------
Net loss before
Preferred Dividends (40,035) (175,174) (76,085) (262,872)
Preferred dividends (16,556) ( 20,377) (33,112) ( 35,660)
----------- ----------- ---------- -----------
Net loss $ (56,591) $(195,551) $(109,197) $(298,532)
Loss per share of
common stock $(0.02) $(0.73) $(0.05) $(1.39)
Weighted average
Number of common
shares outstanding 2,405,357 2,298,136 2,405,357 2,195,336
106
CORNICHE GROUP INCORPORATED AND SUBSIDIARY
Consolidated Statement of Cash Flows
(Unaudited)
------ 6 Months Ended ------
Sept 30, Sept 30,
1996 1995
Cash flows from operations:
Net loss $(109,197) $(298,532)
Adjusted to reconcile net loss
to net cash used in operations
activities:
Depreciation 194 858
Changes in assets and liabilities:
(Inc)/Dec in notes receivable 125,000 0
(Inc)/Dec in other receivables 10,000 ( 66,465)
(Inc)/Dec in prepaid expenses 0 ( 64,124)
(Inc)/Dec in accounts payable ( 98,276) 271,241
(Inc)/Dec in accrued liabilities ( 35,501) (266,038)
(Inc)/Dec in notes payable 75,000 ( 4,613)
Increase in dividends payable 33,112 35,660
Advances to subsidiary 0 (441,800)
------------- --------------
Net cash used in operations 322 (833,813)
------------- --------------
Cash flows from investing activities:
Payments to acquired fixed assets 0 ( 8,926)
- -------------
Net cash used in investing activities 0 ( 8,926)
- -------------
Cash flows from financing activities:
Issuance of common stock for cash 0 794,336
Issuance of common stock for
settlement of liabilities 0 50,000
- -----------
Net cash provided by financing activities 0 844,336
- -----------
Net increase in cash 322 1,597
Cash at beginning of period 66 100
--- ------
Cash at end of period $398 $1,697
==== ======
107
SCHEDULE 3.2
The Company is qualified to do business and is in good standing in the State
of New Jersey. A copy of the Company's Certificate of Incorporation, as
amended, and a copy of the Company's By-Laws, as amended, are incorporated by
reference to the Company's Annual Report on Form 10-K for the year ended March
31, 1996 (Exhibit 3(j)) and by reference to the Company's registration
statement on Form S-1 (File No. 33-42154) (Exhibit 3.10), respectively, as
filed with the Securities and Exchange Commission.
108
SCHEDULE 3.3
OUTSTANDING STOCK OPTIONS AND WARRANTS
WARRANTS
Issue Date Exercise Price # of Shares Expiration
$ Date
February 1991 36.00 48,867 1/98
September 1993 46.40 9,375 4/99
March 1995 3.20 - 8.10 91,933 1/99 - 11/03
1986 Stock Option Plan
Issue Date Exercise Price # of Shares Expiration
$ Date
August 1992 32.50 18,000
1992 Stock Option Plan
Issue Date Exercise Price # of Shares Expiration
$ Date
May 1996 .18 1,500 2001
109
SCHEDULE 3.4
Pending Litigation, Governmental Investigations, Etc.
1. There are no outstanding legal proceedings. All matters referred to in the
Company's December 30, 1995 Report on Form 10-Q have been settled.
2. The IRS is currently conducting an audit of the Company's books and records
for the fiscal year ended September 30, 1993, with regard to the Company's
then wholly-owned subsidiary, Fidelity Medical Inc.
110
SCHEDULE 3.7
3.7 (i)Since the receivership proceedings in February 1996 involving the
Company's UK subsidiaries, the Company has not been able to settle its
liabilities in a timely fashion. Accordingly, the liabilities included in the
Company's most recent financial statements are considerably past due.
111
SCHEDULE 3.8
Delinquent SEC Filings
The Company is delinquent in its filing of the following reports with the SEC:
1. Annual Report on Form 10-K for the fiscal year ended March 31, 1996.
2. Quarterly Report on Form 10-Q for the quarter ended June 30, 1996.
3. Quarterly Report on Form 10-Q for the quarter ended September 30, 1996.
112
SCHEDULE 3.9
Delinquent Federal, State and Local Tax Returns
The Company is delinquent in the filing of Federal and State tax returns for
the fiscal years ended September 30, 1994 and September 30, 1995.
113
SCHEDULE 3.10
Subsidiaries
Through February 1996 the following UK corporations were wholly-owned
subsidiaries of the Company:
Corniche Distribution Limited ("CDL")
The Stationery Company Limited (owned by CDL)
Chessbourne International Limited (owned by CDL)
All of the foregoing corporations are in receivership in the UK and have
either been liquidated or will be liquidated shortly. The Company has not
received and will not receive cash or any other assets or items of value in
connection with these liquidations.
114
