UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act
of 1934
AMERICAN STANDARD ENERGY CORP. |
(Name of Issuer) |
Common Stock, par value $0.001 per share |
(Title of Class of Securities) |
02971T107 |
(CUSIP Number) |
Randall Capps |
1801 West Texas |
Midland, TX 79701 |
(432) 683-3171 |
(Name, Address and Telephone Number of Person |
Authorized to Receive Notices and Communications) |
August 26, 2011 |
(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 that is the subject of this Schedule 13D, and is filing this schedule because § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box £.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) 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).
SCHEDULE 13D
CUSIP No. 02971T107 | Page 2 of 6 Pages |
1 |
NAME OF REPORTING PERSON
Randall Capps | ||||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) £ (b) £ | ||||
3 |
SEC USE ONLY
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SOURCE OF FUNDS (See Instructions) PF | ||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | £ | |||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States of America | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 874,747* | |||
8 |
SHARED VOTING POWER 18,618,330 | ||||
9 |
SOLE DISPOSITIVE POWER 874,747* | ||||
10 |
SHARED DISPOSITIVE POWER 18,618,330 | ||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,493,077*
| ||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | £ | |||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 48.6% | ||||
14 |
TYPE OF REPORTING PERSON (See Instructions) IN | ||||
* Includes 142,858 shares of the Issuer’s common stock underlying warrants.
Page 2 of 6 |
SCHEDULE 13D
CUSIP No. 02971T107 | Page 3 of 6 Pages |
1 |
NAME OF REPORTING PERSON
Geronimo Holding Corporation | ||||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) £ (b) £ | ||||
3 |
SEC USE ONLY
| ||||
4 |
SOURCE OF FUNDS (See Instructions) WC | ||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | £ | |||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States of America | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 | |||
8 |
SHARED VOTING POWER 16,642,821 | ||||
9 |
SOLE DISPOSITIVE POWER 0 | ||||
10 |
SHARED DISPOSITIVE POWER 16,642,821 | ||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,642,821 | ||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | £ | |||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 41.6% | ||||
14 |
TYPE OF REPORTING PERSON (See Instructions) CO | ||||
Page 3 of 6 |
Item 1. Security and Issuer.
This Statement on Schedule 13D filed with the Securities and Exchange Commission is filed with respect to the shares of common stock, par value $0.001 per share (the “Common Shares”) of American Standard Energy Corp., a Delaware corporation (the “Issuer”) with principal executive offices at 4800 North Scottsdale Road, Suite 1400, Scottsdale, AZ 85251.
Item 2. Identity and Background.
This Statement is being filed by and on behalf of (i) Randall Capps, an individual (“Capps”), and (ii) Geronimo Holding Corporation, a Texas corporation (“Geronimo”, and together with Capps, the “Reporting Persons”).
Capps’s business address is 1801 West Texas, Midland, TX 79701. His present principal occupation is business owner and the principal business at which he carries out such occupation is Geronimo, with the principal address of 1801 West Texas, Midland, TX 79701. He is a citizen of the United States of America.
Geronimo’s principal business is oil and gas extraction and exploration, and the address of its principal business and office is 1801 West Texas, Midland, TX 79701. Geronimo’s executive officer and director is Randall Capps, and the business address for him is 1801 West Texas, Midland, TX 79701. The present principal occupation of each of Geronimo’s executive officer and director is management of Geronimo.
During the last five years, none of the Reporting Persons or the executive officers and directors listed in this Item 2 has (i) been convicted in a criminal proceeding or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, 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.
Item 3. Source and Amount of Funds or Other Consideration.
The source of funds for the Common Shares acquired by the Reporting Persons are from the personal funds of Capps and the working capital of Geronimo.
On October 1, 2010, pursuant to a Share Exchange Agreement by and among the Company, American Standard Energy Corp., a Nevada corporation (“Nevada ASEC”) and the shareholders of Nevada ASEC acquired 22,000,000 Common Shares (99%) in exchange for transferring to the Company (i) 100% of the outstanding shares of common stock of Nevada ASEC and (ii) additional consideration of $25,000.
On December 1, 2010, pursuant to a Purchase of Partial Leaseholds Agreement with the Company, Geronimo acquired 1,200,000 Common Shares, which were valued at $3,960,000 based on a closing price per share of $3.30 on the closing date, together with $500,000 in cash in exchange for certain oil and natural gas properties located in North Dakota.
On March 1, 2011, pursuant to a Purchase of Partial Leaseholds Agreement with the Company, dated February 28, 2011, Geronimo acquired 883,607 Common Shares, valued at $5,787,626 based on a closing price per share of $6.55 on the closing date, together with $3,000,000 in exchange for certain mineral rights leaseholds held on properties in the Bakken Shale Formation in North Dakota.
On August 26, 2011, pursuant to an Amended Agreement for the Purchase of Partial Leaseholds with the Issuer, dated August 22, 2011, Geronimo acquired 208,200 Common Shares, valued at $1,093,050 based on a closing price per share of $5.25 on the closing date, together with $13,500,000 in exchange for 13,324.69717 net undeveloped leasehold acres in the Bakken/Three Forks area.
Page 4 of 6 |
Item 4. Purpose of Transaction.
Except as disclosed in Item 5 below, the Reporting Persons have no current plan or proposal that relates to, or would result in, any of the actions enumerated in subparagraphs (a) through (j) of Item 4 of Schedule 13D, other than as set forth herein.
Item 5. Interest in Securities of the Issuer.
Capps owns beneficially 19,493,077 Common Shares, which represent 48.6% of the total number of outstanding Common Shares. Of the 19, 493,077 Common Shares owned beneficially by Capps, (i) Capps owns beneficially, and has sole voting and dispositive power in respect of, 670,665 Common Shares; (ii) Capps owns beneficially, and has sole voting and dispositive power in respect of, 142,858 Common Shares underlying warrants; (iii) Capps owns beneficially, and has sole voting and dispositive power in respect of, 61,224 Common Shares as legal guardian of Hayden Pitts; (iv) Geronimo shares with Capps voting and disposal power in respect of 16,642,821 Common Shares, which represent 41.6% of the total number of outstanding Common Shares; (v) XOG Operating, LLC (“XOG”) shares with Capps voting and disposal power in respect of 1,387,754 Common Shares; and (vi) CLW South Texas 2008, LP (“CLW”) shares with Capps voting and disposal power in respect of 587,755 Common Shares. Capps is the sole owner of Geronimo and XOG and is the majority owner of CLW.
XOG is a Texas limited liability company, the principal business of which is the exploration and operation of oil and gas properties; the address of its principal business and office is P.O. Box 352, Midland, TX 79702. CLW is a Texas limited partnership, the principal business of which is a limited partnership in the oil and gas exploration business; the address of its principal business and office is 1801 West Texas, Midland, TX 79701. During the last five years, neither XOG nor CLW has (i) been convicted in a criminal proceeding or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, 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.
On January 11, 2012, the Issuer sent to Geronimo, Capps, XOG Operating LLC (“XOG”), Geronimo Holdings LLC and HNL Royalties LLC (“HNL”) a letter of intent (the “LOI”) which amends, restates and supersedes the letter of intent dated November 15, 2011 by and among XOG, Geronimo Holdings LLC, HNL and the Issuer, pursuant to which the Issuer intends to acquire approximately 73,000 net acres across the Permian Basin, Eagle Ford shale formation and the Eagle Bine in Texas, the Williston Basin in North Dakota, the Niobrara shale formation in Wyoming and Nebraska, and the Mississippian shale formation in Oklahoma from the XOG Group in exchange for paying $10,000,000 in cash, delivering a note in the amount of $35,000,000 and issuing 5,000,000 Common Shares to the XOG Group.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
The following Exhibits are incorporated herein by reference or filed herewith:
Exhibit 99.1 | Agreement for the Purchase of Partial Leaseholds dated April 26, 2011, by and between American Standard Energy Corp and Geronimo Holding Corporation |
Exhibit 99.2 | Amended Agreement for the Purchase of Partial Leaseholds dated August 22, 2011, by and between American Standard Energy Corp and Geronimo Holding Corporation |
Exhibit 99.3 | Amended and Restated Letter of Intent, dated as of January 11, 2012, from American Standard Energy Corp. to Geronimo Holding Corporation, Randall Capps, XOG Operating LLC, Geronimo Holdings LLC and HNL Royalties LLC |
Page 5 of 6 |
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.
Dated: January 27, 2012
RANDALL CAPPS |
By: /s/ Randall Capps |
GERONIMO HOLDING CORPORATION |
By: /s/ Randall Capps |
Name: Randall Capps |
Title: President |
Page 6 of 6
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Copies of Original Leases
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Copies of any subsequent Leases
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Any Assignments made on the Property
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Title reports of the Property
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Division Orders (if available)
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Engineering Reports of the Property
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Full Legal Description of the Property
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Completion of the 2009 Financial Audit of Seller or carve out for specific properties
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Completion of the 2010 Engineering Report of Seller
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Joint Interest Billings
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API Number
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Well ID Number (if any)
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Production Report (if applicable)
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Geronimo Holding Corporation
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American Standard Energy, Corp.
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By: /s/ Randall Capps
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By: /s/ Scott Feldhacker
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Randall Capps
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Scott Feldhacker
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President
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Chief Executive Officer
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Geronimo Holding Corporation
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American Standard Energy, Corp.
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By: /s/ Randall Capps
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By: /s/ Scott Feldhacker
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Randall Capps
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Scott Feldhacker
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President
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Chief Executive Officer
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American Standard Energy Corp.
4800 NORTH SCOTTSDALE ROAD, SUITE 1400
SCOTTSDALE, ARIZONA 85251
PHONE: 480.371.1929
January 11, 2012
XOG Operating LLC
Geronimo Holdings LLC
HNL Royalties LLC
Geronimo Holding Corporation
Randall Capps
Attn: Randall Capps
Dear Mr. Capps:
The purpose of this letter (“Letter”) is to amend, restate and supersede the letter dated November 15, 2011 (the “Original LOI”) by and among XOG Operating LLC (“XOG”), Geronimo Holdings LLC (“Geronimo Holdings LLC”), HNL Royalties LLC (“HNL”) and American Standard Energy Corp., a Delaware corporation (“ASEC”), and to confirm the intentions of the parties hereto with respect to the acquisition by ASEC and/or a subsidiary, affiliate, designee or assign thereof (the “Company”), of certain assets of XOG, HNL, Geronimo Holdings LLC, Geronimo Holding Corporation (“Geronimo Holding Corp.”), Randall Capps (“Capps”) and/or his or their respective subsidiaries and affiliates (XOG, Geronimo Holdings LLC, HNL, Geronimo Holding Corp. and Capps and his or their affiliates, collectively, the “XOG Group”). This Letter amends, restates and supersedes the Original LOI.
The principal terms of the transactions contemplated hereby (the “Transaction”) would be as follows:
I. At the Closing (as hereinafter defined), the Company would acquire good and marketable title to the net revenue interests and working interests in and to the oil, gas and/or mineral leases and leasehold estates set forth on Exhibit A attached hereto, together with any other assets to be agreed upon (collectively, the “Assets”). Prior to closing, XOG Group would maintain and operate its oil and gas properties in a good and workmanlike manner consistent with prudent and generally accepted oil field practices. XOG Group would not sell, dispose, pledge, mortgage, hypothecate or otherwise transfer or encumber the properties, or its interest in them without written consent of ASEC. XOG Group would perform all lease obligations during this period in order to maintain all leases. If any of the properties are sold or transferred with the consent of ASEC, the purchase price would be reduced accordingly by the value, as calculated by ASEC, of any properties being sold or transferred.
II. The purchase price to be paid by ASEC to the XOG Group for the Transaction would be payable as follows: (i) $10 million (“Cash Consideration”), (ii) a note in the amount of $35,000,000 and (iii) 5,000,000 shares of common stock of ASEC (the “Shares”), subject to a fairness opinion; provided, however that $1,500,000 of the Cash Consideration has been previously paid by ASEC to the XOG Group. ASEC would not assume any liabilities of any nature whatsoever, whether direct or indirect, contingent or otherwise. The purchase price would be adjusted as agreed upon by the parties for factors including, but not limited to, value attributable to gas imbalances, the value of title defects or working interest adjustments to the Assets and any other necessary value adjustments resulting from the due diligence process.
III. Assets included in the purchase would include prospect location areas, seismic and other data, exploration and development prospects, oil and gas leases including interests in oil, gas and all oil and gas producing equipment, fixtures, plants, pipelines and other such typical oilfield devices, limited, however, to equipment, fixtures, plants, pipelines and other such typical oilfield devices associated with properties. Project related well, land, legal and production files are considered to be critical operational files, and would be arranged for delivery to ASEC offices as soon as practicable upon closing.
IV. The Transaction would be subject to the execution and delivery by the parties hereto of mutually satisfactory asset purchase agreement, assignment of leases, assignment and bill of sale and other documents as necessary to transfer the Assets to the Company which contain representations and warranties (which would survive the Closing), covenants, indemnities and closing conditions of a type which are customarily included in such agreements (the “Definitive Agreement”).
A. Pursuant to the terms of the Definitive Agreement, XOG Group would have the right but not the obligation to include the Shares in a registration statement filed in connection with an underwritten public offering of the shares of common stock of ASEC.
V. The parties would use commercially reasonable efforts to adhere to a schedule so that the Closing would occur on or about January 31, 2012. The Transaction would be subject to, among other things:
A. the approval thereof by the Boards of Directors of ASEC and each member of the XOG Group and any requisite stockholder approval by the XOG Group, if necessary;
B. the receipt of all required third party (including lender approvals), governmental, regulatory and administrative consents and approvals;
C. completion by ASEC to its satisfaction, of its due diligence investigation set forth in this Letter;
D. the absence of a material adverse change in the value of the Assets since the date of the Definitive Agreement;
E. the absence of any injunction or other legal prohibition; and
F. the receipt of a fairness opinion by a nationally recognized firm on behalf of ASEC.
VI. Each party hereto hereby represents and warrants to the other parties hereto that it has done nothing to incur any obligation or liability to the other for a finder’s fee, commission, brokerage fee or like payment in connection with the Transaction. Each member of the XOG Group would indemnify ASEC against any claims, costs, losses, expenses or liabilities arising from any claim for commissions, finder’s fees or other compensation in connection with the contemplated Transaction which may be asserted by any person based on any agreement or arrangement for payment.
VII. The Company shall be given full access to all exploration, production, financial and legal records of the XOG Group which are relevant to the completion of due diligence reviews of the purchase contemplated herein. The XOG Group agrees to provide free access to all field production facilities which relate to the Transaction. Where appropriate, the XOG Group personnel will be available to escort due diligence reviewers into sensitive or restricted areas. The Company agrees to use its commercially reasonable efforts to complete its due diligence investigations by January 15, 2012. All information which is obtained by the Company or the XOG Group in connection with the contemplated Transaction or the foregoing investigation shall be kept strictly confidential.
A. The Company shall have the exclusive right to enter into the Transaction, and each entity comprising the XOG Group agrees that from the date of this Letter through March 31, 2012 (the “Exclusivity Period”), such member of the XOG Group shall not, nor shall the board of directors or stockholder(s) or other equity holders of each member of the XOG Group authorize or permit such member of the XOG Group’s officers, directors, employees, or any investment banker, financial adviser, attorney, accountant, or other representative of each member of the XOG Group, to submit, solicit, initiate, encourage, or discuss with third parties any proposal or offer from any person relating to any reorganization, dissolution, or recapitalization of such member of the XOG Group, or merger or consolidation of such member of the XOG Group, or sale of any stock of such member of the XOG Group, or sale of any assets of such member of the XOG Group outside the ordinary course of business, or any other transactions or business combinations involving such member of the XOG Group or the Assets including without limitation any debt or equity financing thereof (as the case may be, an “Alternate Transaction”), or furnish information with respect to or assist or participate in or facilitate in any other manner any effort or attempt by any person to do or seek the foregoing. The Exclusivity Period may be extended until June 30, 2012 by the Company in the event that the parties hereto are proceeding in good faith toward the execution of the Definitive Agreement.
B. Each member of the XOG Group agrees to inform the Company of any proposals, solicitations or discussions with any third parties concerning a possible Alternate Transaction during the term of this Letter.
VIII. Intentionally omitted.
IX. This Letter, and any obligations of the parties hereunder may be terminated by (i) mutual consent of the parties, (ii) by ASEC if after completion of its due diligence investigation it has determined not to proceed with the Transaction or (iii) by the XOG Group in the event that a Definitive Agreement has not been executed on or prior to March 31, 2012, unless the Exclusivity Period has been extended by ASEC, in which case the aforementioned date shall be extended to June 30, 2012. Each of the parties shall bear their own respective expenses incurred in connection with the Transaction.
X. The parties shall consult with each other prior to issuing any press release or otherwise making any public statement with respect to the contents of this document or the Transaction, and none of the parties hereto shall issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable law.
XI. This letter of intent and any dispute arising therefrom shall be governed by the laws of the state of New York. All proceedings (i.e. trial, arbitration and mediation) with respect to any dispute resolution arising from this letter of intent and the Definitive Agreement between the parties shall take place within New York County, New York.
Except for the provisions of paragraphs VI, VII, IX and X (which are intended to be binding agreements), this letter of intent does not, and is not intended to, constitute a legally binding obligation on the part of any of the parties hereto. It does, however, constitute a statement of the intention of said parties to promptly proceed in good faith with respect to the Transaction. If the foregoing is in accordance with your understanding, please so acknowledge by signing the enclosed copy of this letter and returning it to the undersigned.
Very truly yours,
AMERICAN STANDARD ENERGY CORP., a Delaware corporation |
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By: | /s/ Scott Feldhacker | ||
Name: Scott Feldhacker | |||
Title: Chief Executive Officer | |||
AMERICAN STANDARD ENERGY CORP., a Nevada corporation | |||
By: | /s/ Scott Feldhacker | ||
Name: Scott Feldhacker | |||
Title: |
AGREED TO AND ACCEPTED AS OF THIS 11th DAY OF JANUARY, 2012 BY:
XOG OPERATING LLC |
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By: | /s/ Randall Capps | |
Name: Randall Capps Title: Authorized Person |
GERONIMO HOLDINGS LLC | ||
By: | /s/ Randall Capps | |
Name: Randall Capps Title: Authorized Person |
HNL ROYALTIES LLC | ||
By: | /s/ Randall Capps | |
Name: Randall Capps Title: Authorized Person |
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GERONIMO HOLDING CORPORATION | ||
By: | /s/ Randall Capps | |
Name: Randall Capps Title: Authorized Person |
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/s/ Randall Capps | ||
Randall Capps, Individually
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