-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RrZwH/i1Q/bRft4lgGq7rQ7CN1acFfmu+eA0FBPR580B7TzcUQYwYwM8WzcWUbW7 VDGQdutkD/1nsOGuAPn85g== 0000909143-03-000072.txt : 20031010 0000909143-03-000072.hdr.sgml : 20031010 20031010115334 ACCESSION NUMBER: 0000909143-03-000072 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20031010 GROUP MEMBERS: DANNY W. MILLS GROUP MEMBERS: SOLICO INTERNATIONAL, INC. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOLICO INTERNATIONAL INC CENTRAL INDEX KEY: 0001265136 STATE OF INCORPORATION: TX FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 922 ISOM RD CITY: SAN ANTONIO STATE: TX ZIP: 78216 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN BUILDING CONTROL INC CENTRAL INDEX KEY: 0000318259 STANDARD INDUSTRIAL CLASSIFICATION: PHOTOGRAPHIC EQUIPMENT & SUPPLIES [3861] IRS NUMBER: 752626358 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-32267 FILM NUMBER: 03936495 BUSINESS ADDRESS: STREET 1: 1301 WATERS RIDGE DRIVE CITY: LEWISVILLE STATE: TX ZIP: 75057 BUSINESS PHONE: 972-353-6500 MAIL ADDRESS: STREET 1: 1301 WATERS RIDGE DRIVE CITY: LEWISVILLE STATE: TX ZIP: 75057 FORMER COMPANY: FORMER CONFORMED NAME: ULTRAK INC DATE OF NAME CHANGE: 19920703 SC 13D/A 1 amendment1.txt AMENDMENT NO. 1 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* American Building Control, Inc. - ----------------------------------------------------------------- (Name of Issuer) Common Stock - ----------------------------------------------------------------- (Title of Class of Securities) 903898401 - ----------------------------------------------------------------- (CUSIP Number) J. Collier Sparks 922 Isom San Antonio, Texas 78216 - ----------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 9, 2003 - ----------------------------------------------------------------- (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 of 240.13d- 1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. *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). CUSIP NO. 903898401 Page 2 (1) NAME OF REPORTING PERSON. SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Solico International, Inc. (2) CHECK THE APPROPRIATE BOX IF A (A) [ ] MEMBER OF A GROUP (SEE INSTRUCTIONS) (B) [ X ] (3) SEC USE ONLY (4) SOURCE OF FUNDS See Item 3 (5) CHECK IF DISCLOSURE OF LEGAL [ ] PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) (6) CITIZENSHIP OR PLACE OF ORGANIZATION Texas NUMBER OF SHARES (7) SOLE VOTING POWER 2,996,005 BENEFICIALLY (8) SHARED VOTING POWER OWNED BY EACH 0 REPORTING PERSON (9) SOLE DISPOSITIVE POWER 1,134,322 WITH: (10) SHARED DISPOSITIVE POWER 0 (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,996,005 (12) CHECK IF THE AGGREGATE AMOUNT IN [ ] ROW (11) EXCLUDES CERTAIN SHARES (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.0% (14) TYPE OF REPORTING PERSON CO Calculated using a total of 14,250,134 shares of the Issuer's Common Stock outstanding determined by adding the 14,148,388 shares of Common Stock outstanding as reflected in the Issuer's most recent Form 10-Q, plus 101,746 shares of Common Stock issuable upon conversion of 48,838 shares of the Issuer's Series A 12% Cumulative Convertible Preferred Stock beneficially owned by the Reporting Person. CUSIP NO. 903898401 Page 3 (1) NAME OF REPORTING PERSON. SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Danny W. Mills (2) CHECK THE APPROPRIATE BOX IF A (A) [ ] MEMBER OF A GROUP (SEE INSTRUCTIONS) (B) [ X ] (3) SEC USE ONLY (4) SOURCE OF FUNDS PF (5) CHECK IF DISCLOSURE OF LEGAL [ ] PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES (7) SOLE VOTING POWER 125,000 BENEFICIALLY (8) SHARED VOTING POWER OWNED BY EACH 0 REPORTING PERSON (9) SOLE DISPOSITIVE POWER 125,000 WITH: (10) SHARED DISPOSITIVE POWER 0 (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 125,000 (12) CHECK IF THE AGGREGATE AMOUNT IN [ ] ROW (11) EXCLUDES CERTAIN SHARES (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.9% (14) TYPE OF REPORTING PERSON IN Explanatory Note. This Amendment No. 1 to Statement on Schedule 13D (this "Amendment") amends and restates, in its entirety, the Statement on Schedule 13D originally filed by the Reporting Persons (as defined below) on or about October 2, 2003 (the "Original Filing"). To the extent necessary, the Original Filing is hereby incorporated by reference. Item 1. SECURITY AND ISSUER This Statement on Schedule 13D ("Statement") relates to the common stock, par value $0.01 per share (the "Common Stock"), of American Building Control, Inc., a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 1301 Waters Ridge Drive, Lewisville, Texas 75057. Item 2. IDENTITY AND BACKGROUND (a) This Statement is jointly filed by Solico International, Inc., a Texas corporation ("Solico"), and Danny W. Mills, a resident of the State of Texas ("Mills," and collectively with Solico, the "Reporting Persons"). Pursuant to Instruction C to Schedule 13D, information is included herein with respect to the following persons as a result of their respective relationship with and control over Solico (collectively, the "Controlling Persons"): J. Collier Sparks ("Sparks"), J. Christopher Cuevas ("Cuevas"), and Timathy Rohrbach ("Rohrbach"). The Reporting Persons and the Controlling Persons are sometimes hereinafter collectively referred to as the "Item 2 Persons." (b) REPORTING PERSONS. ----------------- SOLICO. Solico's business address is 922 Isom, San Antonio, Texas 78216. MILLS. Mills' address is 122 Foxhall Cove, San Antonio, Texas 78213. CONTROLLING PERSONS. ------------------- Each Controlling Person's business address is 922 Isom, San Antonio, Texas 78216. (c) REPORTING PERSONS. ----------------- SOLICO. Solico is a Texas corporation principally engaged in the design, creation, sale and support of advanced facility security and surveillance systems. Sparks and Cuevas are the sole members of Solico's Board of Directors. Sparks, Cuevas and Rohrbach are executive officers of Solico. MILLS. Mills is a resident of the State of Texas. Mills' principal business is as a business executive. CONTROLLING PERSON. ------------------ SPARKS. Sparks is a resident of the State of Texas. Sparks is presently employed as the President and CEO of Solico. Sparks' principal occupation is as a business executive. CUEVAS. Cuevas is a resident of the State of Texas. Cuevas is presently employed as the Chief Financial Officer of Solico. Cuevas' principal occupation is as a business executive. -4- ROHRBACH. Rohrbach is a resident of the State of Texas. Rohrbach is presently employed as the Vice President and Chief Technology Officer of Solico. Rohrbach's principal occupation is as a business executive. (d) During the last five years, no Item 2 Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, no Item 2 Person has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any of such Item 2 Persons were or are 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. (f) Solico is incorporated in the State of Texas. Each of Mills, Sparks, Cuevas and Rohrbach are citizens of the United States. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS Solico ------ As more particularly described in Item 6 below, Solico has contracted with certain parties to acquire up to 3,882,375 shares of Common Stock and up to 195,351 shares of the Issuer's 12% Series A Cumulative Convertible Preferred Stock ("Preferred Stock") for an aggregate purchase price totaling $12,481,963.93 (the "Purchase Price"), such Purchase Price to be funded in a series of scheduled transactions (as more particularly described in Item 6 below). The shares of Preferred Stock which Solico has the right to acquire are presently convertible into an additional 406,981 shares of Common Stock. Solico is presently analyzing different methods by which to fund the Purchase Price including, but not limited to, financing alternatives, strategic relationships with third parties, working capital or any combination of two or more of such alternatives. Mills ----- Mills has the right to receive an aggregate of 125,000 shares of Common Stock in full satisfaction of all indebtedness, including any outstanding principal plus accrued unpaid interest thereon, evidenced by that certain Note Secured by Stock Pledge Agreement (the "Note") executed and delivered by George K. Broady in favor of Mills. The $200,000 original principal balance of the Note was originally funded from the personal funds of Mills. Item 4. PURPOSE OF TRANSACTION (a) SOLICO. Solico is acquiring its shares of Common Stock and Preferred Stock for the purpose of obtaining a significant equity position in the Issuer and to influence the management of the Issuer. Solico considers its acquisition of the shares of Common Stock and Preferred Stock (as defined below) at the Purchase Price to be an attractive investment. Solico's primary interest is to maximize the value of its investment and, as a result, the market value of the Issuer. Solico intends to continually review the Issuer's business affairs, financial position and future prospects, as well as conditions in the securities markets and general economic and industry-related conditions. Based on -5- such evaluation and review and other factors, including, without limitation, the performance of the Issuer's current management in implementing the strategic directives of the Issuer's Board of Directors, Solico will consider various alternative courses of action with respect to its investment in the Issuer as it deems appropriate in light of circumstances arising from time to time. Such actions may, without limitation, include seeking representation on the Issuer's Board of Directors, seeking to influence, through its representation on the Issuer's Board of Directors (if such representation is sought and obtained), strategic acquisitions or dispositions of assets, implementation of various business strategies, seeking to acquire control of the Issuer, acquiring additional shares of the Issuer's capital stock, disposing of any shares of capital stock which Solico may acquire, or such other actions as Solico may deem appropriate. To the extent each of the transactions contemplated by the Stock Purchase Agreements described in Item 6 below are consummated, Solico will acquire a significant equity position in the Issuer, both in terms of ownership and voting control (taking into account the super-voting rights of the Preferred Stock (as more particularly described below)). Through Solico's ownership of the Common Stock and Preferred Stock, including any shares it may in the future acquire, Solico may be in a position to assert considerable influence over the selection of members of the Issuer's board of directors. The Preferred Stock votes with the Common Stock on all matters submitted to a vote of the stockholders with super voting rights of 16.667 votes for each share of Preferred Stock. Accordingly, the 195,351 shares of Preferred Stock to be acquired by Solico represent (prior to conversion thereof) an aggregate of 3,255,915 votes. On an aggregate basis, the shares of Common Stock and shares of Preferred Stock (assuming no conversion thereof has occurred) which Solico has the right to acquire will represent 41.0% of the votes presently entitled to be cast on any matter submitted to the stockholders for a vote. (b) MILLS. Mills acquired the shares of Common Stock beneficially owned by him for investment purposes. Mills has agreed to serve on the Issuer's Board of Directors as one of Solico's designees. Mills intends to monitor the financial condition and business prospects and strategies of the Issuer and intends to take such actions as he believes necessary in order to maximize the value of his investment in the Issuer. Item 5. INTEREST IN SECURITIES OF THE ISSUER (a) (i) As of the date of this Statement, Solico is deemed to be the beneficial owner of an aggregate of 2,996,005 shares of the Issuer's Common Stock (which is comprised of 1,134,322 shares of Common Stock which Solico may acquire directly within 60 days (which number includes 101,746 shares issuable upon conversion of Preferred Stock which Solico may acquire within 60 days) plus an additional 1,861,683 shares of Common Stock (which includes 101,746 shares of Common Stock issuable upon conversion of Preferred Stock which Solico may in the future acquire) beneficially owned by certain unrelated third parties who, in accordance with the terms of the respective Stock Purchase Agreement (as described in Item 6 below), have agreed to grant Solico an irrevocable proxy to vote such shares). Such shares presently represent approximately 21.0% of the issued and outstanding shares of the Issuer's Common Stock. -6- Collectively, the aggregate number of shares of Common Stock and Preferred Stock which Solico has the right to acquire presently represents approximately 29.5% of the outstanding shares of Common Stock (assuming the conversion of all shares of Preferred Stock which Solico has the right to acquire, at a conversion rate of 2.08333 shares of Common Stock for each share of Preferred Stock), and based upon the 14,148,388 shares of Common Stock reported as outstanding in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 8, 2003 (the "Form 10-Q"). Further, Solico may be deemed to beneficially own the shares of Common Stock beneficially owned by Mills. Solico disclaims any beneficial ownership in the shares of Common Stock beneficially owned by Mills. By virtue of their relationship with Solico, each of the Controlling Persons may be deemed to be the beneficial owner of the shares of Common Stock and Preferred Stock which Solico has the right to acquire and the shares of Common Stock beneficially owned by Mills. Each Controlling Person disclaims any beneficial ownership in the shares of Common Stock and Preferred Stock which Solico has the right to acquire and the shares of Common Stock beneficially owned by Mills. (ii) As of the date of this Statement, Mills is deemed to be the beneficial owner of 125,000 shares of Common Stock representing less than 1% of the issued and outstanding shares of Common Stock of the Issuer. Mills joins in the filing of this Statement to reflect that his acquisition of the 125,000 shares of Common Stock is contingent upon Solico closing the Broady First Tranche (as such term is described in Item 6 below). Mills disclaims any beneficial ownership in the shares of Common Stock and Preferred Stock which Solico has the right to acquire. (b) Upon closing of the transactions contemplated by the Stock Purchase Agreements described in Item 6 below, Solico shall have the sole power to vote, or direct the vote of, and to dispose, or direct the disposition of, the shares of Common Stock and Preferred Stock which it has the right to acquire. By virtue of their relationship with Solico, each of the Control Persons may be deemed, under Rule 13d-3 of the Securities Exchange Act of 1934 (the "1934 Act"), to beneficially own the shares of Common Stock and Preferred Stock which Solico has the right to acquire. No Controlling Persons presently hold any shares of Common Stock, and each disclaims beneficial ownership of the shares of Common Stock and Preferred Stock which Solico has the right to acquire. Upon transfer of the 125,000 shares of Common Stock by Mr. Broady in satisfaction of all indebtedness owing under the Note, Mills will have the sole power to vote, or direct the vote of, and to dispose, or direct the disposition of, such shares of Common Stock. (c) Other than as described in this Statement, no Item 2 Person has acquired any securities of the Issuer during the prior 60 days. (d) Until the respective closing of each of the tranches described in Item 6 below, the current holders of the stock retain the right to receive any dividends declared by the Issuer on the Common Stock until the purchase of such respective shares of Common Stock by Solico. In addition, until the closing of each of the V&E tranches described in Item 6 below, V&E has the right to receive any dividends paid with respect to the Preferred Stock still owned by V&E. (e) N/A -7- Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Solico ------ (a) On September 22, 2003, Solico and Victoria and Eagle Strategic Fund, Ltd. ("V&E") entered into a Stock Purchase Agreement, as amended by Amendment Number 1, dated September 30, 2003, and Amendment Number 2, dated October 9, 2003 (as amended, the "V&E Agreement"), pursuant to which, subject to the terms and conditions set forth therein, (i) Solico agreed to purchase from V&E, and V&E agreed to sell to Solico, 544,932 shares of Common Stock and 48,838 shares of Preferred Stock, on October 31, 2003, for an aggregate purchase price of $1,899,806.52 (the "First V&E Tranche"), (ii) Solico agreed to purchase from V&E, and V&E agreed to sell to Solico, 544,931 shares of Common Stock and 48,838 shares of Preferred Stock on December 15, 2003, for an aggregate purchase price of $1,899,804.41 (the "Second V&E Tranche"), and (iii) Solico has the right to purchase from V&E, and V&E has the separate right to sell to Solico, pursuant to a put/call option, an aggregate of 1,089,862 shares of Common Stock and 97,675 shares of Preferred Stock on June 30, 2004, for an aggregate purchase price of $4,497,120.50 (the "V&E Put/Call Option"). Pursuant to the terms of the V&E Agreement, effective upon the closing of the First V&E Tranche, V&E will grant to Solico an irrevocable proxy to vote all of the shares of Common Stock and Preferred Stock of V&E to be purchased by Solico in the Second V&E Tranche. Solico's obligation to consummate the closings of the First V&E Tranche, the Second V&E Tranche and the V&E Put/Call Option are subject to the fulfillment or waiver of customary terms and conditions including the condition that George K. Broady ("Broady") and certain persons affiliated with Broady shall have entered into definitive, binding agreements with Solico (such agreements being described below), pursuant to which Solico shall have the right to purchase a minimum of 1,412,932 shares of Common Stock owned by such persons. In addition, V&E has agreed not to directly or indirectly either (1) submit, solicit, initiate, encourage, vote for or consent to any proposal or offer from any person or enter into any agreement or accept any offer relating to any reorganization, liquidation or recapitalization of the Issuer; merger or consolidation involving the Issuer; purchase or sale of any assets or capital stock of the Issuer (other than a sale in the ordinary course of business; or similar transaction or business combination involving the Issuer or the assets of the Issuer or (2) furnish any information with respect to or participate in or facilitate in any other manner any effort or attempt to do or seek to do any of the following for the period beginning on September 22, 2003 until the earlier to occur of (x) the closing or expiration of the V&E Put/Call Option or (y) the termination of the V&E Agreement. (b) On September 22, 2003, Solico and Broady entered into a Stock Purchase Agreement, as amended by that certain Amendment Number 1, dated October 9, 2003 (as amended, the "Broady Agreement"), pursuant to which, subject to the terms and conditions set forth therein, (i) Solico agreed to purchase from Broady, and Broady agreed to sell to Solico, 275,000 shares of Common Stock on or before October 31, 2003, for an aggregate purchase price of $400,000 (the "First Broady Tranche"), (ii) Solico agreed to purchase from Broady, and Broady agreed to sell to Solico, 200,000 shares of Common Stock on December 15, 2003, for an aggregate purchase price of $675,000 (the "Second Broady Tranche"), and (iii) Solico has the right to purchase from Broady, and Broady has the right to sell to Solico, pursuant to a put/call option, an aggregate of 589,718 shares of Common Stock on June 30, 2004, for an aggregate purchase price of $1,621,724.50 (the "Broady Put/Call" Option"). Pursuant to the terms of the Broady Agreement, effective upon the closing of the First Broady Tranche, Broady will grant to Solico an irrevocable proxy to vote all of the shares of Common Stock of Broady that are the subject of the Second Broady Tranche and the Broady Put/Call Option, until July 15, 2004; provided, however, in the event that the closing of the Second Broady Tranche is not consummated on or before December 15, 2003 (and such date has not been extended by the mutual agreement of Broady and Solico), then the Broady Put/Call Option and the proxy granted by Broady to Solico under the Broady Agreement shall each terminate and be of no further force and effect. Solico's obligation to consummate the closings of the First Broady Tranche and the Second Broady Tranche are subject to the fulfillment or waiver of customary terms and conditions, including, without limitation, that certain persons affiliated with Broady shall have entered into definitive, binding agreements with Solico (such agreements being described below), pursuant to which Solico shall have the right to purchase a minimum of 637,932 shares of Common Stock owned by such persons. -8- Solico has also agreed to deposit into escrow 100,000 shares of Common Stock as security for Solico's obligation to consummate the closing of the Second Broady Tranche. Subject to the terms and conditions of the related escrow agreement, such 100,000 shares of Common Stock will be transferred by Solico to Broady in the event that the closing of the Second Broady Tranche has not been consummated on or before December 15, 2003. In addition, Broady has agreed not to directly or indirectly either (1) submit, solicit, initiate, encourage, vote for or consent to any proposal or offer from any person or enter into any agreement or accept any offer relating to any reorganization, liquidation or recapitalization of the Issuer; merger or consolidation involving the Issuer; purchase or sale of any assets or capital stock of the Issuer (other than a sale in the ordinary course of business; or similar transaction or business combination involving the Issuer or the assets of the Issuer or (2) furnish any information with respect to or participate in or facilitate in any other manner any effort or attempt to do or seek to do any of the following for the period beginning on September 22, 2003 until the earlier to occur of (x) the closing or expiration of the Broady Put/Call Option or(y) December 15, 2003, if the Second Broady Tranche has not been consummated as of such date without agreement as to a later closing date for the Second Broady Tranche. (c) On September 22, 2003, Solico entered into a Stock Purchase Agreement, as amended by that certain Amendment Number 1, dated October 9, 2003 (as amended, the "GKB Group Agreement"), with Vance Campbell, Tom Campbell, Cantrell Partners and Lynn Kinney (the "GKB Group Sellers"), pursuant to which, subject to the terms and conditions set forth therein, (i) Solico agreed to purchase from the GKB Group Sellers, and the GKB Group Sellers agreed to sell to Solico, an aggregate of 170,194 shares of Common Stock on or before October 31, 2003, for an aggregate purchase price of $340,388 (the "First GKB Group Tranche"), (ii) Solico agreed to purchase from the GKB Group Sellers, and the GKB Group Sellers agreed to sell to Solico, an aggregate of 170,194 shares of Common Stock on December 15, 2003, for an aggregate purchase price of $382,936.50 (the "Second GKB Group Tranche"), and (iii) Solico has an option to purchase from the GKB Group Sellers, an additional 170,194 shares of Common Stock for a purchase price of $2.75 per share at any time on or before June 30, 2004 (the "GKB Group Option"). Pursuant to the GKB Group Agreement, upon the closing of the First GKB Group Tranche, the GKB Group Sellers will grant to Solico irrevocable proxies to vote all of the shares of Common Stock of the GKB Group Sellers that are the subject of the Second GKB Group Tranche and the GKB Group Option, until July 15, 2004; provided, however, in the event that the closing of the Second GKB Group Tranche is not consummated on or before December 15, 2003 (and such date has not been extended by the mutual agreement of the GKB Group Sellers and Solico), then the GKB Group Option and the proxies granted by the GKB Group Sellers to Solico under the GKB Group Agreement shall each terminate and be of no further force and effect. Solico's obligation to consummate the closings of the First GKB Group Tranche and the Second GKB Group Tranche are subject to the fulfillment or waiver of customary terms and conditions including that Solico and Broady shall have entered into the Broady Agreement, and (iv) certain other stockholders of the Issuer shall have entered into definitive, binding agreements with Solico (such agreements being described in this Item 6), pursuant to which Solico shall have the right to purchase a minimum of 127,350 shares of Common Stock owned by such persons. In addition, the GKB Group Sellers have agreed not to directly or indirectly (1) submit, solicit, initiate, encourage, vote for or consent to any proposal or offer from any person or enter into any agreement or accept any offer relating to any reorganization, liquidation or recapitalization of the Issuer; merger or consolidation involving the Issuer; purchase or sale of any assets or capital stock of the Issuer (other than a sale in the ordinary course of business; or similar transaction or business combination involving the Issuer or the assets of the Issuer or (2) furnish any information with respect to or participate in or facilitate in any other manner any effort or attempt to do or seek to do any of the following for the period beginning on September 22, 2003 until the earlier to occur of (x) the closing or expiration of the GKB Group Option or(y) December 15, 2003, if the Second GKB Group Tranche has not been consummated as of such date without agreement as to a later closing date for the Second GKB Group Tranche. -9- (d) On September 22, 2003, Solico entered into a Stock Purchase Agreement (the "Original Agreement") with John Broady, Ruth Ward, Mary Bill, Judith Mader, Vincent Suttmeier and Robert Suttmeier (the "Other Sellers") with the belief that Strategic Resources Ltd. would join the Other Sellers. However, effective October 9, 2003, the Other Sellers entered into that certain Amendment Number 1 to Stock Purchase Agreement (together with the Original Agreement, the "Other Agreement") to, among other things, clarify that Strategic Resources, Ltd. would not be joining the Other Sellers as a party thereto. The Other Agreement provides that, subject to the terms and conditions set forth therein, (i) Solico agreed to purchase from the Other Sellers, and the Other Sellers agreed to sell to Solico, an aggregate of 42,450 shares of Common Stock on or before October 31, 2003, for an aggregate purchase price of $84,900 (the "First Other Tranche"), (ii) Solico agreed to purchase from the Other Sellers, and the Other Sellers agreed to sell to Solico, an aggregate of 42,450 shares of Common Stock on December 15, 2003, for an aggregate purchase price of $95,512.50 (the "Second Other Tranche"), and (iii) Solico has an option to purchase from the Other Sellers, an additional 42,450 shares of Common Stock for a purchase price of $2.75 per share at any time on or before June 30, 2004 (the "Other Option"). Pursuant to the Other Agreement, upon the closing of the First Other Tranche, the Other Sellers will grant Solico irrevocable proxies to vote all of the shares of Common Stock of the Other Sellers that are the subject of the Second Other Tranche and the Other Option, until July 15, 2004; provided, however, in the event that the closing of the Second Other Tranche is not consummated on or before December 15, 2003 (and such date has not been extended by the mutual agreement of the Other Sellers and Solico), then the Other Option and the proxies granted by the Other Sellers to Solico under the Other Agreement shall each terminate and be of no further force and effect. Solico's obligation to consummate the closings of the First Other Tranche and the Second Other Tranche are subject to the fulfillment or waiver of customary terms and conditions including, without limitation, that Solico and Broady shall have entered into the Broady Agreement, and Solico and the GKB Group shall have entered into the GKB Group Agreement. In addition, the Other Sellers have agreed not to directly or indirectly (1) submit, solicit, initiate, encourage, vote for or consent to any proposal or offer from any person or enter into any agreement or accept any offer relating to any reorganization, liquidation or recapitalization of the Issuer; merger or consolidation involving the Issuer; purchase or sale of any assets or capital stock of the Issuer (other than a sale in the ordinary course of business; or similar transaction or business combination involving the Issuer or the assets of the Issuer or (2) furnish any information with respect to or participate in or facilitate in any other manner any effort or attempt to do or seek to do any of the following for the period beginning on September 22, 2003 until the earlier to occur of (x) the closing or expiration of the Other Option or(y) December 15, 2003, if the Second Other Tranche has not been consummated as of such date without agreement as to a later closing date for the Second Other Tranche. (e) Solico and Mills have entered into an Option Agreement pursuant to which Solico has granted Mills the option to purchase the 275,000 shares of Common Stock which comprise the First Broady Tranche. The Option is not currently exercisable and the shares of Common Stock subject thereto are not included in Mills beneficial ownership as stated in this Statement. Mills ----- On or about September 22, 2003, Mills loaned $200,000 to Broady (the "Loan"). The Loan is evidenced by the Note and is secured by that certain Stock Pledge Agreement, dated as of September 22, 2003, by Broady in favor of Mills. Pursuant to the terms of the Note, upon closing of the First Broady Tranche (as described above), the entire principal balance of the Note, together with all accrued and unpaid interest, shall be deemed to have been automatically paid in full by transfer of 125,000 shares of Common Stock to Mills by Broady. In the event the First Broady Tranche does not occur, the entire principal balance owing under the Note, and any accrued unpaid interest thereon, shall be due and payable on the maturity date of the Note, November 1, 2003. Solico and Mills have entered into an Option Agreement pursuant to which Solico has granted Mills the option to purchase the 275,000 shares of Common Stock which comprise the First Broady Tranche. The Option is not currently exercisable and the shares of Common Stock subject thereto are not included in Mills beneficial ownership as stated in this Statement. -10- Item 7. Material to be Filed as Exhibits. EXHIBIT NO. DESCRIPTION ----------- --------------------------------------------- 99.1 Joint Filing Agreement, dated October 2, 2003, between Solico International, Inc. and Danny W. Mills (previously filed) 99.2 Stock Purchase Agreement, dated as of September 22, 2003, between Solico International, Inc. and Victoria & Eagle Strategic Fund. Ltd., as amended by Amendment No. 1 to Stock Purchase Agreement, dated as of September 30, 2003, between Solico International, Inc. and Victoria & Eagle Strategic Fund. Ltd. (previously filed) 99.3 Stock Purchase Agreement, dated as of September 22, 2003, between Solico International, Inc. and George K. Broady (previously filed) 99.4 Stock Purchase Agreement, dated as of September 22, 2003, among Solico International, Inc., Vance Campbell, Tom Campbell, Cantrell Partners and Lynn Kinney (previously filed) 99.5 Stock Purchase Agreement, dated as of September 22, 2003, among Solico International, Inc., John Broady, Ruth Ward, Mary Bill, Judith Mader, Vincent Suttmeier and Robert Suttmeier (previously filed) 99.6 Option Agreement between Danny W. Mills and Solico International, Inc. (to be filed by amendment) 99.7 Note Secured by Stock Pledge Agreement by George K. Broady payable to the order of Danny W. Mills (previously filed) 99.8 Amendment No. 2 to Stock Purchase Agreement, dated as of October 9, 2003, between Solico International, Inc. and Victoria & Eagle Strategic Fund. Ltd. (filed herewith) 99.9 Amendment No. 1 to Stock Purchase Agreement , dated as of October 9, 2003, among Solico, International, Inc., Vance Campbell, Tom Campbell, Cantrell Partners and Lynn Kinney (filed herewith) 99.10 Amendment No. 1 to Stock Purchase Agreement, dated as of October 9, 2003, by and between Solico International, Inc. and George K. Broady. (filed herewith) 99.11 Amendment No. 1 to Stock Purchase Agreement, dated as of October 9, 2003, by and among Solico International, Inc., John Broady, Ruth Ward, Mary Bill, Judith Mader, Vincent Suttmeier and Robert Suttmeier. (filed herewith) -11- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned hereby certify that the information set forth in this statement is true, complete and correct. Dated: October 9, 2003 SOLICO INTERNATIONAL, INC. By: /s/ J. COLLIER SPARKS -------------------------------- Name: J/ Collier Sparks ------------------------------ Title: President ----------------------------- /s/ DANNY W. MILLS ---------------------------------- Danny Mills -12- EXHIBIT INDEX EXHIBIT NO. DESCRIPTION ----------- --------------------------------------------- 99.1 Joint Filing Agreement, dated October 2, 2003, between Solico International, Inc. and Danny W. Mills (previously filed) 99.2 Stock Purchase Agreement, dated as of September 22, 2003, between Solico International, Inc. and Victoria & Eagle Strategic Fund. Ltd., as amended by Amendment No. 1 to Stock Purchase Agreement, dated as of September 30, 2003, between Solico International, Inc. and Victoria & Eagle Strategic Fund. Ltd. (previously filed) 99.3 Stock Purchase Agreement, dated as of September 22, 2003, between Solico International, Inc. and George K. Broady (previously filed) 99.4 Stock Purchase Agreement, dated as of September 22, 2003, among Solico International, Inc., Vance Campbell, Tom Campbell, Cantrell Partners and Lynn Kinney (previously filed) 99.5 Stock Purchase Agreement, dated as of September 22, 2003, among Solico International, Inc., John Broady, Ruth Ward, Mary Bill, Judith Mader, Vincent Suttmeier and Robert Suttmeier (previously filed) 99.6 Option Agreement between Danny W. Mills and Solico International, Inc. (to be filed by amendment) 99.7 Note Secured by Stock Pledge Agreement by George K. Broady payable to the order of Danny W. Mills (previously filed) 99.8 Amendment No. 2 to Stock Purchase Agreement, dated as of October 9, 2003, between Solico International, Inc. and Victoria & Eagle Strategic Fund. Ltd. (filed herewith) 99.9 Amendment No. 1 to Stock Purchase Agreement , dated as of October 9, 2003, among Solico, International, Inc., Vance Campbell, Tom Campbell, Cantrell Partners and Lynn Kinney (filed herewith) 99.10 Amendment No. 1 to Stock Purchase Agreement, dated as of October 9, 2003, by and between Solico International, Inc. and George K. Broady. (filed herewith) 99.11 Amendment No. 1 to Stock Purchase Agreement, dated as of October 9, 2003, by and among Solico International, Inc., John Broady, Ruth Ward, Mary Bill, Judith Mader, Vincent Suttmeier and Robert Suttmeier. (filed herewith) EX-99.8 3 ex99ve.txt AMENDMENT TO STOCK PURCHASE AGREEMENT (VICTORIA & EAGLE STRATEGIC FUND, LTD.) AMENDMENT NO. 2 to STOCK PURCHASE AGREEMENT This Amendment No. 2 to Stock Purchase Agreement (this "Amendment") is entered into as of October 9, 2003, by and between Solico International, Inc., a Texas corporation ("Purchaser"), and Victoria & Eagle Strategic Fund, Ltd., a Cayman Islands corporation ("Seller"). Purchaser and Seller are sometimes collectively referred to herein as the "Parties" and individually as a "Party." RECITALS WHEREAS, the Parties previously entered into that certain Stock Purchase Agreement as of September 22, 2003, as amended by that certain Amendment No. 1 to Stock Purchase Agreement dated September 30, 2003 (the "Stock Purchase Agreement"); and WHEREAS, the Parties, in accordance with Section 10.8 of the Stock Purchase Agreement, desire to amend the terms of the Stock Purchase Agreement to their mutual benefit in accordance with the terms of this Amendment; NOW THEREFORE, the Parties, in consideration of the above recitals, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, do hereby agree to the following: 1. AMENDMENT OF SECTION 7.3. Section 7.3 of the Stock Purchase Agreement is deleted in its entirety and replaced with the following language: "Purchaser, George K. Broady ("Broady") and certain shareholders of the Company affiliated with Broady (excluding Seller, the "GKB Group"), shall have entered into definitive, binding agreements, satisfactory to Purchaser and its counsel, pursuant to which Purchaser shall acquire (or have the right to acquire) a minimum of 1,702,650 shares (the "Broady Shares") of Common Stock (the "Broady Purchase Agreements") owned by Broady and the GKB Group, and all conditions precedent to the obligations of Broady and the GKB Group to sell the Broady Shares to Purchaser and perform all of their other obligations under the Broady Purchase Agreements shall have been satisfied or waived by Purchaser in writing." 2. AMENDMENT OF SECTION 7.4. Section 7.4 of the Stock Purchase Agreement is deleted in its entirety and replaced with the following language: "[Intentionally Deleted]" 3. AMENDMENT OF SECTION 7.5. Section 7.5 of the Stock Purchase Agreement is deleted in its entirety and replaced with the following language: "[Intentionally Deleted]" 4. EFFECT OF AMENDMENT. Except as expressly amended by the terms hereof, the terms and provisions of the Stock Purchase Agreement, as amended by that certain Amendment No. 1 to Stock Purchase Agreement dated September 30, 2003 (the "First Amendment"), shall continue in full force and effect. This Amendment supersedes all prior written or oral agreements regarding any amendment of the Stock Purchase Agreement between the parties during the period from the date of the execution of the First Amendment until the date hereof, including any unexecuted understandings or agreements in principal. 5. COUNTERPARTS. This Amendment may be executed by facsimile signature in one or more counterparts, each of which will be deemed to constitute an original copy of this Amendment and all of which, when taken together, will be deemed to constitute one and the same Amendment. [Signature Page Follows] -1- IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of the date first written above. SOLICO INTERNATIONAL, INC., a Texas corporation By: /s/ J. COLLIER SPARKS --------------------------- Name: J. Collier Sparks ------------------------- Title: President ------------------------ VICTORIA & EAGLE STRATEGIC FUND, LTD. a Cayman Islands corporation By: /s/ FABIO CONTI -------------------------- Name: Fabio Conti ------------------------ Title: Director ----------------------- EX-99.9 4 ex99gkb.txt AMENDMENT TO STOCK PURCHASE AGREEMENT (CANTRELL PARTNERS, ET AL.) AMENDMENT NO. 1 to STOCK PURCHASE AGREEMENT This Amendment No. 1 to Stock Purchase Agreement (this "Amendment") is entered into as of October 9, 2003, by and between Solico International, Inc., a Texas corporation ("Purchaser"), and Vance Campbell, Tom Campbell, Cantrell Partners, and Lynn Kinney (collectively the "Sellers"). The Purchaser and the Sellers are sometimes collectively referred to herein as the "Parties" and individually as a "Party." RECITALS WHEREAS, the Parties previously entered into that certain Stock Purchase Agreement as of September 22, 2003 (the "Stock Purchase Agreement"); and WHEREAS, the Parties, in accordance with Section 10.8 of the Stock Purchase Agreement, desire to amend the terms of the Stock Purchase Agreement to their mutual benefit in accordance with the terms of this Amendment; NOW THEREFORE, the Parties, in consideration of the above recitals, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, do hereby agree to the following: 1. AMENDMENT OF SECTION 2.1. Subsection (a) of Section 2.1 of the Stock Purchase Agreement is deleted in its entirety and replaced with the following language: "(a) First Closing. The closing (the "First Closing") of the purchase and sale of 170,194 of the Purchased Shares (the "First Closing Shares"), for an aggregate purchase price of $340,388 (the "First Purchase Price"), as indicated for each Seller on Schedule A attached hereto under the column "First Closing," will take place at 11:00 a.m. Central, on or before October 31, 2003 at the offices of Andrews & Kurth L.L.P., 111 Congress Avenue, Suite 1700, Austin, Texas 78701, or at such other time and place as the Parties may agree." 2. AMENDMENT OF SECTION 7.3. Section 7.3 of the Stock Purchase Agreement is deleted in its entirety and replaced with the following language: "(a) Purchaser and George K. Broady ("Broady") shall have entered into a definitive, binding agreement (the "Broady Purchase Agreement"), satisfactory to Purchaser and its counsel, pursuant to which Purchaser shall acquire (or have the right to acquire) a minimum of 1,064,718 shares (the "Broady Shares") of Common Stock owned by Broady -1- "(b) Purchaser, John Broady, Ruth Ward, Mary Bill, Judith Mader, Vincent Suttmeier and Robert Suttmeier shall have entered into a definitive, binding agreement (the "Additional Purchase Agreement"), satisfactory to Purchaser and its counsel, pursuant to which Purchaser shall acquire (or have the right to acquire) a minimum of 127,350 shares (the "Additional Shares") of Common Stock; and "(c) all conditions precedent to the obligations of Purchaser to purchase the Broady Shares and the Additional Shares and perform all of its obligations under the Broady Purchase Agreement and the Additional Purchase Agreement shall have been satisfied or waived by Purchaser in writing." 3. AMENDMENT OF SECTION 7.4. Section 7.4 of the Stock Purchase Agreement is deleted in its entirety and replaced with the following language: "[Intentionally Deleted]" 4. AMENDMENT OF SECTION 8.1. Subsection (e) of Section 8.1 of the Stock Purchase Agreement is deleted in its entirety and replaced with the following language: "(e) by either Purchaser or Sellers (by action of Sellers owning a majority of the Shares owned by all Sellers) if the First Closing has not occurred on or before November 15, 2003, or such later date as the parties may agree upon; or" 5. EFFECT OF AMENDMENT. Except as expressly amended by the terms hereof, the terms and provisions of the Stock Purchase Agreement shall continue in full force and effect. 6. COUNTERPARTS. This Amendment may be executed by facsimile signature in one or more counterparts, each of which will be deemed to constitute an original copy of this Amendment and all of which, when taken together, will be deemed to constitute one and the same Amendment. [Signature Page Follows] -2- IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of the date first written above. SOLICO INTERNATIONAL, INC., a Texas corporation By: /s/ J. COLLIER SPARKS ----------------------------- Name: J. Collier Sparks --------------------------- Title: President -------------------------- /s/ VANCE CAMPBELL -------------------------------- Vance Campbell /s/ TOM CAMPBELL -------------------------------- Tom Campbell CANTRELL PARTNERS By: /s/ LYNN KINNEY ----------------------------- Name: Lynn Kinney --------------------------- Title: Managing Partner -------------------------- /s/ LYNN KINNEY -------------------------------- Lynn Kinney -3- EX-99.10 5 ex99gb.txt AMENDMENT TO STOCK PURCHASE AGREEMENT (GEORGE BROADY) AMENDMENT NO. 1 to STOCK PURCHASE AGREEMENT This Amendment No. 1 to Stock Purchase Agreement (this "Amendment") is entered into as of October 9, 2003, by and between Solico International, Inc., a Texas corporation ("Purchaser"), and George K. Broady ("Seller"). Purchaser and Seller are sometimes collectively referred to herein as the "Parties" and individually as a "Party." RECITALS WHEREAS, the Parties previously entered into that certain Stock Purchase Agreement as of September 22, 2003 (the "Stock Purchase Agreement"); and WHEREAS, the Parties, in accordance with Section 10.8 of the Stock Purchase Agreement, desire to amend the terms of the Stock Purchase Agreement to their mutual benefit in accordance with the terms of this Amendment; NOW THEREFORE, the Parties, in consideration of the above recitals, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, do hereby agree to the following: 1. AMENDMENT TO RECITALS. The second paragraph of the Recitals to the Stock Purchase Agreement is deleted in its entirety and replaced with the following language: "Purchaser desires to acquire, and Seller desires to sell, all right, title and interest of Seller in and to 1,064,718 shares of common stock, par value $.01 per share (the "Common Stock") of "American Building Control, Inc., a Delaware corporation (the "Company"). 2. AMENDMENT OF SECTION 2.1. Subsection (a) of Section 2.1 of the Stock Purchase Agreement is deleted in its entirety and replaced with the following language: "(a) First Closing. The closing (the "First Closing") of the purchase and sale of 275,000 of the Purchased Shares (the "First Closing Shares"), for an aggregate purchase price of $400,000 (the "First Purchase Price"), will take place at 11:00 a.m. Central, on or before October 31, 2003, at the offices of Andrews & Kurth L.L.P., 111 Congress Avenue, Suite 1700, Austin, Texas 78701, or at such other time and place as the Parties may agree." 3. AMENDMENT OF SECTION 2.3. Section 2.3 of the Stock Purchase Agreement is deleted in its entirety and replaced with the following language: "(a) "Put Option. Seller shall have the right (the "Put Option"), but not the obligation, to sell all of the remaining 589,718 Common Shares owned by Seller (the "Remaining Common Shares") after consummation of the First Closing and the Second Closing (collectively, the "Option Shares"), on June 30, 2004 (the "Option Date"), for an aggregate purchase price of $1,621,724.50 for the Remaining Common Shares (the "Option Price") "(b) Call Option. Purchaser shall have the right (the "Call Option"), but not the obligation, to purchase all, but not less than all, of the Option Shares from Seller on the Option Date for the Option Price. "(c) Exercise. Seller may exercise the Put Option, and Purchaser may exercise the Call Option, by delivery of written notice to the other Party of Seller's election to exercise the Put Option or Purchaser's election to exercise the Call Option, as the case may be, on or before the Option Date. "(d) Closing. The closing of the purchase and sale of the Option Shares pursuant to the exercise of the Put Option or Call Option (the "Option Closing") will take place at 11:00 a.m. Central no later than five (5) business days following the Option Date. "(e) Termination. In the event that Seller does not exercise the Put Option and Purchaser does not exercise the Call Option by delivery of notice thereof on or before the Option Date as provided in this Section 2.3, each of the Put Option and the Call Option shall automatically terminate." In addition thereto, each reference in the Stock Purchase Agreement to "Purchase Option," "Purchase Option Expiration Date," "Purchase Option Purchase Price," and "Purchase Option Closing" shall be amended to read, respectively "Put Option," "Option Expiration Date," "Option Purchase Price," and "Option Closing." 4. AMENDMENT OF SECTION 7.3. Subsection (a) of Section 7.3 of the Stock Purchase Agreement is deleted in its entirety with the following language: "(a) Purchaser and certain shareholders of the Company affiliated with Seller (excluding Seller, the "GKB Group") shall have entered into a definitive, binding agreement (the "GKB Group Purchase Agreement"), satisfactory to Purchaser and its counsel, pursuant to which Purchaser shall acquire (or have the right to acquire) a minimum of 637,932 shares (the "GKB Group Shares") of Common Stock owned by the GKB Group; and" 5. AMENDMENT OF SECTION 7.4. Section 7.4 of the Stock Purchase Agreement is deleted in its entirety and replaced with the following language: "[Intentionally Deleted]" -1- 6. AMENDMENT OF SECTION 7.5. Section 7.5 of the Stock Purchase Agreement is deleted in its entirety and replaced with the following language: "[Intentionally Deleted]" 7. AMENDMENT OF SECTION 8.1. Subsection (e) of Section 8.1 of the Stock Purchase Agreement is deleted in its entirety and replaced with the following language: "(e) by either Purchaser or Seller if the First Closing has not occurred on or before November 15, 2003, or such later date as the parties may agree upon; or" 8. EFFECT OF AMENDMENT. Except as expressly amended by the terms hereof, the terms and provisions of the Stock Purchase Agreement shall continue in full force and effect. 9. COUNTERPARTS. This Amendment may be executed by facsimile signature in one or more counterparts, each of which will be deemed to constitute an original copy of this Amendment and all of which, when taken together, will be deemed to constitute one and the same Amendment. [Signature Page Follows] -2- IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of the date first written above. SOLICO INTERNATIONAL, INC., a Texas corporation By: /s/ J. COLLIER SPARKS ------------------------------ Name: J. Collier Sparks ---------------------------- Title: President --------------------------- /s/ GEORGE K. BROADY --------------------------------- George K. Broady EX-99.11 6 ex99jb.txt AMENDMENT TO STOCK PURCHASE AGREEMENT (JOHN BROADY, ET AL.) AMENDMENT NO. 1 to STOCK PURCHASE AGREEMENT This Amendment No. 1 to Stock Purchase Agreement (this "Amendment") is entered into as of October 9, 2003, by and between Solico International, Inc., a Texas corporation ("Purchaser"), and John Broady, Ruth Ward, Mary Bill, Judith Mader, Vincent Suttmeier and Robert Suttmeier (collectively the "Sellers"). The Purchaser and the Sellers are sometimes collectively referred to herein as the "Parties" and individually as a "Party." RECITALS WHEREAS, the Parties previously entered into that certain Stock Purchase Agreement as of September 22, 2003 (the "Stock Purchase Agreement"); and WHEREAS, the Parties, in accordance with Section 10.8 of the Stock Purchase Agreement, desire to amend the terms of the Stock Purchase Agreement to their mutual benefit in accordance with the terms of this Amendment; NOW THEREFORE, the Parties, in consideration of the above recitals, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, do hereby agree to the following: 1. AMENDMENT OF RECITALS. The second paragraph of the Recitals to the Stock Purchase Agreement is deleted in its entirety and replaced with the following language: "Purchaser desires to acquire, and Sellers desire to sell, all right, title and interest of Sellers in and to 127,350 of the Shares on the terms and conditions set forth herein." 2. AMENDMENT OF SECTION 2.1. Section 2.1 of the Stock Purchase Agreement is deleted in its entirety and replaced with the following language: "(a) First Closing. The closing (the "First Closing") of the purchase and sale of 42,450 of the Purchased Shares (the "First Closing Shares"), for an aggregate purchase price of $84,900 (the "First Purchase Price"), as indicated for each Seller on Schedule A attached hereto under the column "First Closing," will take place at 11:00 a.m. Central, on or before October 31, 2003 at the offices of Andrews & Kurth L.L.P., 111 Congress Avenue, Suite 1700, Austin, Texas 78701, or at such other time and place as the Parties may agree. -1- (b) Second Closing. The closing (the "Second Closing") of the purchase and sale of 42,450 of the Purchased Shares (the "Second Closing Shares"), for an aggregate purchase price of $95,512.50 (the "Second Purchase Price"), as indicated for each Seller on Schedule A attached hereto under the column "Second Closing," will take place at 11:00 a.m. Central, on December 15, 2003 at the offices of Andrews & Kurth L.L.P., 111 Congress Avenue, Suite 1700, Austin, Texas 78701, or at such other time and place as the Parties may agree." 3. AMENDMENT OF SECTION 2.2. Subsection (a) of Section 2.2 of the Stock Purchase Agreement is deleted in its entirety and replaced with the following language: "(a) Options. Purchaser shall have the right (the "Option"), but not the obligation, to purchase that number of Shares set forth opposite each Seller's name on Schedule A hereto under the column "Option," representing an aggregate of 42,450 Shares (the "Option Shares"), at any time on or before June 30, 2004 (the "Option Expiration Date"), for a purchase price of $2.75 per share (the "Option Purchase Price")." 4. AMENDMENT OF SECTION 7.3. Subsection (a) of Section 7.3 of the Stock Purchase Amendment is deleted in its entirety to be replaced by the following language: "(a) Purchaser and George K. Broady ("Broady") shall have entered into a definitive, binding agreement (the "Broady Purchase Agreement"), satisfactory to Purchaser and its counsel, pursuant to which Purchaser shall acquire (or have the right to acquire) a minimum of 1,064,718 shares (the "Broady Shares") of Common Stock owned by Broady;" 5. AMENDMENT OF SECTION 7.4. Section 7.4 of the Stock Purchase Agreement is deleted in its entirety and replaced with the following language: "[Intentionally Deleted]" 6. AMENDMENT OF SECTION 8.1. Subsection (e) of Section 8.1 of the Stock Purchase Agreement is deleted in its entirety to be replaced by the following language: "(e) by either Purchaser or Sellers (by action of Sellers owning a majority of the Shares owned by all Sellers) if the First Closing has not occurred on or before November 15, 2003, or such later date as the parties may agree upon; or" 7. AMENDMENT OF SIGNATURE PAGES As the name of Strategic Resources Ltd. was included on the signature page to the Stock Purchase Agreement but has not, as of the date hereof, executed a copy of the Stock Purchase Agreement, the signature page is hereby amended to remove the signature block for Strategic Resources Ltd. 8. AMENDMENT OF SCHEDULE A. Schedule A of the Stock Purchase Agreement is deleted in its entirety to be replaced by the Amended Schedule A attached to this Amendment. -2- 9. EFFECT OF AMENDMENT. Except as expressly amended by the terms hereof, the terms and provisions of the Stock Purchase Agreement shall continue in full force and effect. 10. COUNTERPARTS. This Amendment may be executed by facsimile signature in one or more counterparts, each of which will be deemed to constitute an original copy of this Amendment and all of which, when taken together, will be deemed to constitute one and the same Amendment. [Signature Page Follows] -3- IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of the date first written above. SOLICO INTERNATIONAL, INC., a Texas corporation By: /s/ J. COLLIER SPARKS ----------------------------- Name: J. Collier Sparks --------------------------- Title: President -------------------------- /s/ JOHN BROADY -------------------------------- John Broady /s/ RUTH WARD ---------------------------------- Ruth Ward /s/ MARY BILL ---------------------------------- Mary Bill /s/ JUDITH MADER ---------------------------------- Judith Mader /s/ VINCENT SUTTMEIER ---------------------------------- Vincent Suttmeier /s/ ROBERT SUTTMEIER ---------------------------------- Robert Suttmeier -3- Amended Schedule A
Seller First Closing Second Closing Option - --------------- -------------------- -------------------- ---------------------- Shares Price Shares Price Shares Price -------- ----------- -------- ----------- -------- ------------ John Broady 9,250 $18,500 9,250 $20,812.50 9,250 $ 25,437.50 ______________ ______________ Ruth Ward 6,550 $13,100 6,550 $14,737.50 6,550 $ 18,012.50 ______________ ______________ Mary Bill 6,550 $13,100 6,550 $14,737.50 6,550 $ 18,012.50 ______________ ______________ Judith Mader 13,550 $27,100 13,550 $30,487.50 13,550 $ 37,262.50 ______________ ______________ Vincent 3,275 $ 6,550 3,275 $ 7,368.75 3,275 $ 9,006.25 Suttmeier ______________ ______________ Robert 3,275 $ 6,550 3,275 $ 7,368.75 3,275 $ 9,006.25 Suttmeier ______________ ______________ -------- ----------- -------- ----------- -------- ------------ TOTAL 42,450 $84,900 42,450 $95,512.50 42,450 $116,737.50 ======== =========== ======== =========== ======== ============
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