-----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, AJPz1NFhcxGbnkArjtcLqAelzNsXD4QNhlBnVFXyzP0XxgLcGSbXeogRiU8JgDqq ghT3rk2MMqIlx4E0208w/Q== 0001015402-02-000392.txt : 20020414 0001015402-02-000392.hdr.sgml : 20020414 ACCESSION NUMBER: 0001015402-02-000392 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020211 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CALL NOW INC CENTRAL INDEX KEY: 0000869484 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-RACING, INCLUDING TRACK OPERATION [7948] IRS NUMBER: 650337175 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-77981 FILM NUMBER: 02534224 BUSINESS ADDRESS: STREET 1: 10803 GULFDALE STREET 2: SUITE 222 CITY: SAN ANTONIO STATE: TX ZIP: 78216 BUSINESS PHONE: 3057515115 FORMER COMPANY: FORMER CONFORMED NAME: RAD SAN INC DATE OF NAME CHANGE: 19930328 FORMER COMPANY: FORMER CONFORMED NAME: PHONE ONE INTERNATIONAL INC DATE OF NAME CHANGE: 19940303 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HALL CHRISTOPHER CENTRAL INDEX KEY: 0001166544 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 671 NORTHEAST 105TH ST CITY: MIAMI SHORES STATE: FL ZIP: 33138 MAIL ADDRESS: STREET 1: 671 NORTHEAST 105TH ST CITY: MIAMI SHORES STATE: FL ZIP: 33138 SC 13D 1 doc1.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES AND EXCHANGE ACT OF 1934 CALL NOW, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK (NO PAR VALUE) - -------------------------------------------------------------------------------- (Title of Class of Securities) 131004 10 3 - -------------------------------------------------------------------------------- (CUSIP Number) Robert Ouriel Law Offices of Robert Ouriel Attorneys and Counselors at Law 212 W. 71st Street, Suite 1B New York, NY 10023 (212) 580-9579 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 15, 2001 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) 131004 10 3 - -------------------------------------------------------------------------------- (CUSIP NO.) If the filing person has previously filed a statement on Schedule 13G to report the acquisition, which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box: [ ] NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *THE REMAINDER OF THIS COVER PAGE SHALL BE FILLED OUT FOR A REPORTING PERSON'S INITIAL FILING ON THIS FORM WITH RESPECT TO THE SUBJECT CLASS OF SECURITIES, AND FOR ANY SUBSEQUENT AMENDMENT CONTAINING INFORMATION WHICH WOUILD 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 PUPOSE 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 BUT SHALL BE SUBJECT TO ALL OTHER PROVISIONS OF THE ACT (HOWEVER, SEE THE NOTES). 1. Names of Reporting Persons Christopher J. Hall 2. Check the Appropriate Box (a) [ ] if a Member of a Group (b) [ ] 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 U.S.A. 7. Sole Voting Power 5,276,657 Number of Shares 8. Shared Voting Power 600,000 Beneficially Owned by Each Reporting Person 9. Sole Dispositive Power 5,276,657 With 10. Shared Dispositive Power -0- 11. Aggregate Amount of Beneficially Owned by 5,876,657 Each Reporting Person 12. Check box if aggregate Amount in Row (11) [ ] Excludes Certain Shares 13. Percent of Class Represented by Amount 58.8 % in Row (11) 14. Type of Reporting Person IN ITEM 1. SECURITY AND ISSUER. The title of the class of equity securities to which this statement relates is the common stock, no par value per share (the "Common Stock") of Call Now, Inc., a Nevada corporation (the "Company"). The principal executive offices of the Company are located at 10803 Gulfdale, Suite 222, San Antonio, Texas 78216. ITEM 2. IDENTITY AND BACKGROUND. (a) The name of the person filing (the "Filing Person") this Schedule 13D is Christopher J. Hall. (b) The business address of Mr. Hall is at 671 Northeast 105th Street, Miami Shores, Florida 33138. (c) Mr. Hall is a private investor and independent businessman. (d) Mr. Hall has not been convicted during the past five years in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) On January 14th, 1999, Mr. Hall and Howe, Solomon & Hall, Inc.("HSH") entered into a settlement agreement with NASD Regulation, Inc.(the "NASD") in connection with the valuation for net capital purposes of certain municipal bonds held by HSH (the "NASD Agreement"). Rather than litigate against the NASD and thus incur legal costs greater than the monetary fine the NASD proposed, and because Mr. Hall did not desire to conduct business as an associate or principal of an NASD-member firm, Mr. Hall neither admitted nor denied the NASD's allegations, agreed to pay a $25,000 fine, and agreed to a two-year suspension from conducting business as an associate of an NASD-member firm, and a permanent bar as a principal of an NASD-member firm. Mr. Hall has fully complied with the terms of the NASD Agreement. On May 29, 1998, Mr. Hall individually and HSH entered into a settlement agreement with the Securities and Exchange Commission (the "SEC") in connection with the restructuring by HSH of defaulted municipal bonds issued by Duval County Florida (the "SEC Agreement"). Rather than litigate against the SEC and thus incur legal costs greater than the monetary fine the SEC proposed, Mr. Hall and HSH neither admitted nor denied the SEC's allegations, agreed to pay a $25,000 administrative penalty and a $135,412 fine, and to cease and desist from any future violations of certain rules of the Securities Exchange Act and the Municipal Securities Rulemaking Board. Both Mr. Hall and HSH have fully complied with the SEC Agreement. (f) Mr. Hall is a citizen of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Between April 1997 and until the present, Mr. Hall, both in his individual capacity and through certain entities beneficially owned by him, purchased or received through gratuitous transfers an aggregate of 3,876,657 shares of the Company's Common Stock. In addition, Mr. Hall acquired a limited right to direct the vote of an additional 600,000 shares of the Company's Common Stock for the purpose of electing directors of the Company and acquired 1,400,000 Common Stock Purchase Options. On or about April of 1997, Ozner, Solomon & Hall Investment Partnership ("OZH"), of which Mr. Hall owned 33% of the partnership interests, purchased 760,000 shares of the Company's Common Stock in exchange for $2,300,000 cash and the transfer of Retama Development Corporation ("RDC") municipal Series A and B bonds to the Company. RDC is a municipal authority that owns Retama Park, a horseracing venue in Selma, Texas. The Company, through its majority owned subsidiary, Retama Entertainment Group, manages and operates Retama Park. Later in April of 1997, Mr. Hall through his wholly owned entity, Howe, Solomon & Hall Financial, Inc. ("HSHF"), received 505,507 shares in a gratuitous transfer from OZH. On or about June 10, 1997, Mr. Hall caused the gratuitous transfer of 505,057 shares of the Company's Common Stock from HSHF to Bayshore Investment Trading Corp. ("Bayshore") and Phoenix Investment Trading Partners, Inc. ("Phoenix"), 217,457 shares and 287,600 shares respectively. Both Bayshore and Phoenix are entities wholly owned by Mr. Hall. This transaction did not increase Mr. Hall's beneficial ownership. On March 8, 1999, Mr. Hall in his individual capacity purchased 158,500 shares of the Company's Common Stock. During the remainder of 1999, Mr. Hall purchased in his individual capacity an additional 34,100 shares Common Stock. In June of 1999, Mr. Hall caused the transfer of 287,600 shares of the Company from Phoenix to The Hemisphere Trust ("Hemisphere"), a Belize company wholly owned by Mr. Hall. This transaction did not increase Mr. Hall's beneficial ownership. During 2000, Mr. Hall, both as an individual and through Hemisphere and Phoenix purchased an additional 126,700 shares of the Company's Common Stock. Also in 2000, Mr. Hall sold 30,250 shares of the Company's Common Stock in his individual capacity. Mr. Hall as an individual on January 24, 2001 and May 2, 2001 sold 20,000 and 100 shares respectively of Common Stock. During the period April 2, 2001 to August 29, 2001, Mr. Hall as an individual and through his wholly owned companies, Hemisphere and Bayshore, purchased 34,150 shares of Common Stock. Subsequent to this transaction, Mr. Hall owned 9% of the outstanding shares of the Company's Common Stock. On or about November 15, 2001, Mr. Hall entered into a Purchase and Sale Agreement dated October 16, 2001, including an Amendment to the Purchase and Sale Agreement dated November 9, 2001, with Mr. William M. Allen ("Allen") to purchase 3,076,700 shares of Common Stock of the Company owned by Allen (the "Transaction"). Allen currently serves as the Chairman, Chief Executive Officer and a director of the Company. Mr. Hall purchased the shares of Common Stock in exchange for $294,000 cash, and the principal amount of $4.2 million Retama Development Corp. Special Facilities Revenue Bonds for the Retama Race Tracks, Series 1997A (collectively the "Bonds"). Also pursuant this Transaction, Mr. Hall acquired 1,400,000 Common Stock Purchase Options, each option exercisable in exchange for one share of the Company's Common Stock. In addition, Mr. Allen granted to Mr. Hall the power to direct the vote of all the 600,000 shares of Common Stock still beneficially owned by Allen as of the date of this filing, for the limited purpose of electing directors specified by Mr. Hall unless Allen has a reasonable objection to the selection. Such voting power is valid until March 1, 2002. Subsequent to this Transaction Mr. Hall beneficially owned 58.8% of the outstanding shares of the Company's Common Stock. ITEM 4. PURPOSE OF TRANSACTION. From April 1997 until October of 2001, Mr. Hall purchased and sold shares of the Company's Common Stock for purposes of investment. On or about October 16, 2001, Mr. Hall entered into negotiations with William M. Allen, Chairman and director of the Company, to acquire shares beneficially owned by Mr. Allen, for the purpose of purchasing a controlling interest in the Company. Pursuant to the Purchase and Sale Agreement dated October 16, 2001 (the "Transaction") described in Item 3, Robert Buffkin shall resign as an executive and director and William M. Allen will resign as Chairman and as Chief Executive Officer but shall remain as a director of Call Now, Inc. as of November 19, 2001. Also pursuant to the Transaction and as stated in Item 3 herein, Allen has granted to Mr. Hall the power to direct the vote of an additional 600,000 shares of Common Stock still beneficially owned by Mr. Allen as of the date of this filing, for the limited purpose of electing directors until March 1, 2002. Prior to March 1, 2002, Mr. Hall intends to acquire additional shares on the open market for the purpose of retaining a majority and controlling interest in the Company after such expiration. Except as set forth herein and as is provided for in the Exhibits hereto, Mr. Hall has no current plans or proposals to effect any of the transactions set forth below, although he may in the future effect any or all of them including plans or proposals, which would relate to or would result in: (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company; (c) a sale or transfer of a material amount of assets of the Company; (d) any change in the present capitalization or dividend policy of the Company; (e) any other material change in the Company's business or corporate structure; (f) changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (g) causing a class of securities of the Company to be delisted from a national securities exchange or cease to be authorized to be quoted on an inter-dealer quotation system of a registered national securities association; (h) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act of 1933; or (i) any action similar to those enumerated above. ITEM 5. INTERESTS IN SECURITIES OF ISSUER. (a) The equity securities to which this statement relates consists of 3,876,657 shares of Common Stock, including: 223,957 shares of Common Stock owned by Bayshore Investment Trading Corp., a company owned 100% by Mr. Hall; 1,100 shares of Common Stock owned by Phoenix Investment Trading Partners, Inc., a company owned 100% by Mr. Hall; 296,100 shares of Common Stock owned by The Hemisphere Trust, a Belize company controlled 100% by Mr. Hall; and 1,400,000 Common Stock Purchase Options and 3,076,700 shares of Common Stock owned by Mr. Hall, as an individual. (b) Mr. Hall has been granted the power to direct the vote of all of the shares of Common Stock beneficially owned by William Allen, Chairman of the Board of Directors and President of the Company, for the limited purpose of electing directors to the Board of Directors of the Company. As of the date of this filing such voting power included 600,000 shares of Common Stock. The power to direct the vote of the shares is valid until March 1, 2002. Mr. Allen is a United States citizen and resides at PMB 100, P.O. Box 5005, Rancho Santa Fe, CA 92067. Mr. Hall has the sole power to vote and dispose of the Common Stock owned by him, Bayshore, Phoenix, and Hemisphere. (c) During the 60 days preceding the filing of this report, Mr. Hall had made purchases of shares of Common Stock as set forth below: AVERAGE DATE NUMBER OF SHARES CONSIDERATION PAID PER SHARE ------------------------------------------------------- November 15, 2001 3,076,700 $ 1.10 (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. As stated in Item 4 above, on October 16, 2001, Mr. Hall, executed a Purchase and Sale Agreement with Mr. William M. Allen ("Allen") to purchase 3,076,700 shares of Common Stock of the Company held by Allen. Also pursuant to the Transaction Allen transferred 1,400,000 Common Stock Purchase Options ("Options") each Option exercisable for one share of the Company's Common Stock as follows: ------------------------------------------------------------------- NUMBER OF OPTIONS EXERCISE PRICE EXPIRATION DATE DATE OF PER SHARE ORIGINAL GRANT ------------------------------------------------------------------- 400,000 $ 0.375 Nov. 10, 2005 Nov. 10, 2000 500,000 $ 1.04 Dec. 21, 2004 Dec. 21, 1999 200,000 $ 1.295 Mar. 03, 2004 Mar. 03, 1999 300,000 $ 4.00 Apr. 27, 1997 Apr. 27, 1997 ------------------------------------------------------------------- On or about November 15, 2001, Mr. Hall and Allen executed an Amendment to the Purchase and Sale Agreement ("Amendment") dated November 9, 2001, in which Allen granted to Mr. Hall the power to direct the vote of all of the shares of Common Stock beneficially owned by Allen for the limited purpose of electing directors ("Allen Shares"). Pursuant to the Amendment, the voting power shall be effective until March 1, 2002 and as a result, Mr. Hall has the right to vote 52.1% of the shares outstanding including the shares beneficially owned by him and the Allen Shares but excluding the Options described above. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. EXHIBIT NO. DESCRIPTION 1 Purchase and Sale Agreement, dated October 16, 2001 by and between William M. Allen and Christopher J. Hall regarding the sale and transfer of shares of Common Stock. 2 Amendment to Purchase and Sale Agreement, dated November 9, 2001 by and between William M. Allen and Christopher J. Hall regarding an Amendment to the Purchase and Sale Agreement dated October 16, 2001. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, correct and complete. Dated: ___________, 2001 ______________________ Christopher J. Hall, An individual EX-1 3 doc2.txt PURCHASE AND SALES AGREEMENT This Purchase and Sale Agreement (the "Agreement") dated as of October 16, 2001, by and between William M. Allen ("Allen") with an address of PMB 100, P.O. Box 5005, Rancho Santa Fe, CA 92067 and Christopher J. Hall (the "Buyer"), with an address c/o 671 N.E. 105th Street, Miami Shores, FL 33138. Allen and Buyer are referred to herein collectively as the "Parties". RECITALS WHEREAS, Allen is the beneficial owner of 3,076,700 issued and outstanding shares of common stock of Call Now, Inc., a Nevada corporation (the "Shares") (OTBCC: CNOW) valued at 75% of the average of the bid and asked price of the Shares for the 60 trading days prior to the date hereof; and WHEREAS, Buyer wishes to buy, and Allen wishes to sell, subject to the provisions of this Agreement, all right, title and interest to the Shares,; and WHEREAS, Buyer is the beneficial owner of Retama Development Corp. Special Facilities Revenue Bonds for the Retama Park racetracks, Series 1997A, in the principal amount of $4,200,000 (collectively the "Bonds"); and WHEREAS, Allen wishes to buy and Buyer wishes to sell, subject to the provisions of this Agreement, all right, title and interest to the Bonds; NOW, THEREFORE, in consideration of the premises and the terms and conditions herein contained, the Parties mutually agree as follows: 1. Purchase and sale of the Shares. Buyers agrees to purchase from ----------------------------------- Allen and Allen agrees to sell, transfer, assign, convey and deliver to Buyer at the Closing, the Shares free and clear of all liens, clams or encumbrances. 2. Purchase and sale of Bonds. Buyers agrees to purchase from Allen ----------------------------- and Allen agrees to sell, transfer, assign, convey and deliver to Buyer at the Closing, the Shares free and clear of all liens, clams or encumbrances. 3. Closing. Closing of the purchase and sale of the Shares and the ------- Bonds shall take place on November 15, 2001 at the offices of Joel Bernstein, Esq., P.A., 11900 Biscayne Blvd., suite 604, Miami, FL 33181, counsel of Allen. The date on which the Closing occurs is herein referred to as the "Closing Date" and the "closing". The Closing shall continue until the Shares and the Bonds have been transferred as set forth in Sections 4 and 5 below. Any securities received by a party prior to delivery of the securities sold to the other party shall be held in trust for the benefit of the selling party until the selling party has received the securities purchased herein. If either party has received delivery of the securities to be purchased herein without 1 delivering to the other party the securities to be delivered as set forth herein (a "Non Compliant Party"), the Non-compliant Party shall immediately cause the securities received from the other party to be returned to the other party. 4. Obligations of Allen at the Closing. Allen shall deliver, or cause ------------------------------------ to be delivered the Shares to Buyer at the Closing by delivery of certificates for the Shares duly endorsed for transfer, free and clear of liens and encumbrances. 5. Obligations of Buyer at the Closing. Buyer shall deliver, or cause to ----------------------------------- be delivered, the Bonds to Allen at the Closing by electronic transfer to Allen's brokerage account, free and clear of all liens and encumbrances and shall deliver the sum of $294,000 by bank check or wire transfer to Allen at the closing which represents interest accrued on the Bonds from September 1, 2000 through September 1, 2001. Buyer shall also be entitled to receive all interest accrued on the bonds since the last payment date. Buyer shall also deliver to Allen at the Closing an irrevocable assignment of the right to receive payment of one-half (1/2) of the proceeds payable to Retama Development Corp. under that certain Funding Agreement dated March 1, 1997. 6. Representations, Covenants and Warranties of Allen. Except as set ---------------------------------------------------- forth herein, Allen hereby represents, warrants and covenants to Buyer as follows: (a) Allen has the authority to execute and deliver this Agreement and the consummate the transactions contemplated hereby. This Agreement constitutes the valid and binding agreement of Allen, enforceable against him in accordance with its terms. (b) Allen knows of no requirement to make any filing with, or to obtain any permit, authorization, consent or approval of , any governmental or regulatory authority as a condition to the lawful consummation by him for the transactions contemplated by the Agreement. (c) There are no actions (including litigation), proceedings or investigations pending, or to Allen's knowledge, threatened, or any verdicts or judgments entered against Allen by any court or any administrative agency that might have material adverse effect on this transaction, financial or otherwise. (d) the Shares will not be withdrawn, sold, pledged, hypothecated, or otherwise transferred prior to transfer of the Shares to Buyer. (e) Allen will not place a stop transfer order with the registrar and stock transfer agent of the Shares covering any of certificates or electronic transfer orders representing the securities comprising the Shares after the execution of this Agreement. (f) That the Shares are duly and validly issued, fully paid and non-assessable. The Shares are not subject to any voting trusts, voting agreements, proxies, liens or encumbrances and all necessary action required to be taken by Allen prior to the Closing will have been taken. 2 (g) Allen understands and acknowledges that the Bonds have not been registered under the Securities Act of 1933 (the "Securities Act"). (h) Allen has conducted his own due diligence investigation of the issuer of the Bonds ("RDC") and is fully capable of bearing the economic risks of this investment. In making his investment in the Bonds, Allen has not received an representations or warranties from buyer regarding the business, financial conditions or any other matter related to RDC and is relying solely on his own investigation. 7. Representations, Covenants and Warranties of Buyer. Except as set ---------------------------------------------------- forth herein, Buyer hereby represents, warrants and covenants to Allen as follows: (a) Buyer has the authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement constitutes the valid and binding agreement of Buyer, enforceable against him in accordance with its terms. (b) Buyer knows of no requirement to make any filing with, or to obtain any permit, authorization, consent or approval of, any governmental or regulatory authority as a condition to the lawful consummation by him of the transactions contemplated by this Agreement. (c) There are no actions (including litigation), proceedings or investigations pending, or to Buyer's knowledge, threatened, or any verdicts or judgments entered against Buyer or any court or any administrative agency that might have a material adverse effect on this transaction, financial or otherwise. (d) the Shares will not be withdrawn, sold, pledged, hypothecated, or otherwise transferred prior to transfer of the Shares to Buyer. (e) Allen will not place a stop transfer order with the registrar and stock transfer agent of the Shares covering any of certificates or electronic transfer orders representing the securities comprising the Shares after the execution of this Agreement. (f) That the Shares are duly and validly issued, fully paid and non-assessable. The Shares are not subject to any voting trusts, voting agreements, proxies, liens or encumbrances and all necessary action required to be taken by Allen prior to the Closing will have been taken. (g) Allen understands and acknowledges that the Bonds have not been registered under the Securities Act of 1933 (the "Securities Act") and will contain a legend restricting transfer without compliance with the requirements for registration or exemption from the registration requirements of the Securities Act, and that: 3 (i) Buyer agrees not to dispose of the Shares or any portion thereof in violation of the Securities Act or any applicable state securities laws, or the rules and regulations thereunder. (ii) Buyer has conducted his own due diligence investigation of the issuer of the Shares ("CNI") and is fully capable of bearing the economic risks of his investment. In making his investment in the Shares, Buyer has not received any representations or warranties from Allen regarding the business, financial condition or any other matter related to CNI, except as set forth herein, and is relying solely on his own investigation. (h) Buyer acknowledges that his purchase of the Shares makes him a control person of Call Now, Inc. and he will comply with all the laws, rules and regulations relating to his control of Call Now, Inc. and file all applicable forms and reports with the Securities and Exchange Commission concerning this transaction. 8. ADDITIONAL AGREEMENTS. ---------------------- (a) Allen owns Stock Options issued by Call Now, Inc., a copy of which is annexed hereto and which represent and CNI stock options issued to Allen. At the Closing, Allen will assign and deliver the foregoing Stock Options to Buyer along with an irrevocable Power of Attorney authorizing Buyer to exercise such Stock Options and receive the shares purchased. The Parties acknowledge that $100 of the Purchase Price to Allen set forth above is allocated to such options. (b) Buyer has requested Allen enter into a consulting agreement with CNI to assure his continued service to CNI for the three years following the Closing (the "Consulting Term") in the form annexed hereto as Exhibit A to be effective as of the Closing. (c) Allen hereby makes the following representations and warranties to Buyer concerning CNI: (i) Since March 31, 2001, CNI has conducted its business only in the ordinary course and in a manner consistent with past practice and has not suffered any material adverse change in its condition, results of operation, properties or business. This does not imply that the net losses of CNI have not continued. (ii) There is no action, suit, proceeding of investigation, pending or, to the best knowledge of Allen threatened, against or involving CNI or its assets and Allen knows of no basis for the commencement of any action, proceeding or investigation against CNI. 4 (iii) From March 31, 2001 through the Closing CNI has not made or authorized any single capital expenditures which is in excess of $5,000. (iv) Between the date hereof and the Closing, CNI will not enter into any transaction increasing the number of shares of its capital stock outstanding or agree to any transaction which may result in such increase in outstanding shares of capital stock, including issuance of additional options, warrants or convertible securities. (d) Within twenty (20) days of the date hereof, Buyer and CNI shall execute and deliver (and Buyer shall cause Global Trust to execute and deliver) documents (including the documents which are annexed hereto as Exhibit B) and take such other actions as may be required to convert $5,000,000 of Retama Development Corp. Special Facilities Revenue Bonds, Series B to Series A Bonds and the taking of such actions by CNI, Buyer and Global Trust shall be a condition to Closing herein. 9. MISCELLANEOUS. ------------- (a) The Parties shall, at any time after the Closing upon the request of one of the Parties, execute and deliver to the requesting party such documents or instruments of conveyance or assignment or take such other action an is reasonably necessary to complete the transfer of the securities and other transactions contemplated by this Agreement. (b) Each of the Parties hereto Buyer bear the costs of their respective counsel and all other legal fees and costs related thereto. The Parties hold the each other harmless from any obligation for the payment of any finders fees or commissions in connection with the transactions contemplated by this Agreement. (c) If any provision of this Agreement shall be held to be invalid or void, the remaining provisions shall nevertheless remain in effect. No provision of this Agreement may be modified and the performance or observance thereof may not be waived except by written agreement of the Parties affected hereby. No waiver of any violation or nonperformance of any provision of this Agreement shall be deemed to waiver of any subsequent violation or nonperformance of the same or any other prevision of this Agreement. (d) This Agreement, the performance of the Parties hereunder and any disputes related hereto shall be governed by the laws of the State of Florida. If any of the Parties shall initiate a legal proceeding to enforce its rights hereunder, the prevailing party in such legal proceedings shall be entitled to recover from the other party all costs, expenses and reasonable attorneys' fees incurred in connection with such proceedings. 5 (e) This Agreement is, and sets forth, the entire agreement between the Parties hereto with respect to the subject matter hereof and supersedes any prior or contemporaneous discussion, agreements, representation and warranties related thereto. (f) From the date hereof until the Closing, Seller will cooperate with Buyer's due diligence investigation of CNI. If Buyer is not satisfied with Seller's cooperation or the results of its due diligence investigation for any reason. Buyer's sole and exclusive remedy shall be to cancel this Agreement as provided below. Buyer may terminate this Agreement without penalty by giving notice of such termination to Allen on or before November 9, 2001 in the manner set forth herein. (g) All notices, requests, demands, or other communications hereunder shall be in writing and shall be deemed to have been duly given when sent by registered mail, return receipt requested: (i) If to Allen addressed to him at: PMB 100 P.O. Box 5005 Ranch Santa Fe, CA 92067 With a copy to his counsel: Joel Bernstein, Esq., P.A. 11900 Biscayne Blvd. Suite 604 Miami, FL 33181 (ii) If to Buyer addressed to him at: 671 N.E. 105th Street Miami Shores, FL 33138 With a copy to his counsel: Josh Bennett, Esq., P.A. 511 N.E. Third Avenue, 2nd Floor Ft. Lauderdale, FL 33301 (h) The Parties shall consult with each other with respect to any public announcement of the transactions provided for herein. (i) This Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and assigns. 6 (k) This Agreement may be executed in two or more counterparts and by facsimile, all of which shall be deemed originals and enforceable and together shall constitute a single agreement. AGREED TO AND ACCEPTED as of the date first above written. /s/ WILLIAM M. ALLEN ----------------------------- WILLIAM M. ALLEN /s/ CHRISTOPHER J. HALL ----------------------------- CHRISTOPHER J. HALL 7 EX-2 4 doc3.txt AMENDMENT TO PURCHASE AND SALE AGREEMENT This amendment to Purchase and Sale Agreement (the "Agreement") dated as of November 9, 2001, by and between William M. Allen ("Allen") and Christopher J. Hall (the "Buyer"), with an address c/o 671 N.E. 105th Street, Miami Shores, FL 33138. Allen and Buyer are referred to herein collectively as the "Parties". WITNESSETH WHEREAS, Allen and the Buyer have entered into a Purchase and Sale Agreement dated October 16, 2001 pertaining to the purchase and sale of certain stock and bends (the "Agreement"); and WHEREAS, the parties now wish to modify and amend the Agreement as set forth herein. NOW, THERFORE, in consideration of the premises and of the terms and conditions herein contained agree as follows: 1. Buyer will deliver to Allen and Allen will deliver to Buyer as follows:
Date Buyer to Allen Allen to Buyer - ----------------- ------------------------------- ---------------------------------- November 15, 2001 $100,000 34,231 shares of Call Now, Inc. common stock November 19, 2001 194,000 and $1,370,000 34,231 shares of Call Now, Inc. of the Bonds common stock December 31, 2001 1,000,000 of the Bonds 342,341 shares of Call Now, Inc. common stock November 15, 2001 1,830,000 of the Bonds 2,164,182 shares of Call Now, Inc. or $1,830,000 and accrued common stock interest on $1,830,000 if the Bonds from Sept. 1, 2001
The parties acknowledge that the foregoing is a firm obligation and if any party fails to make the deliveries aforesaid, they are in breach and the other party my pursue all remedies in law or in equity and 2 The breaching party will be responsible for damages and reasonable attorneys fees incurred by the non-defaulting party. 2. All other items to be delivered at Closing including, but not limited to the Stock Options as set forth in Section 8(a) of the Agreement shall be delivered on or before November 19, 2001, and this shall be the Closing for all other purposes of the Agreement provided, that all deliveries shall be subject to a ten (10) day grace period. All Bonds delivered to Allen shall have accrued interest from September 1, 2001. 3. As long as Buyer is not in default under the Agreement until March 1, 2002 Allen will vote all of his Call Now, Inc. shares (include share owned of record or beneficially or over which he has voting control) for directors specified by Buyer and to whom Allen has no reasonable objection upon Buyer's request. All such votes must be taken pursuant to SEC proxy or information statement rules. 4. (a) Allen shall use his best efforts to cause Buyer to be elected as a director and Chief Executive Officer of Retama Entertainment Group, Inc. a Texas Corporation. (b) The parties agree that pursuant to the Allen consulting agreement set forth in Exhibit A to the Agreement and the transaction set forth in Section 3(b) above Allen and Robert Buffkin will resign as officer and directors of Call Now, Inc. and Retama Entertainment Group, Inc. as of November 19, 2001 and Buyer consents thereto. (c) The Parties shall upon the request of one of the Parties, execute and deliver to the requesting party such documents or instruments of conveyance or assignment and take such other action an is reasonable necessary to complete the transfer of the securities and other transactions contemplated in the Agreement and this Amendment. 3 5. Except as expressly modified by this amendment _______ of the Agreement remain in full force and effect. In the event any of the terms of this amendment conflict with the terms of the Agreement, the terms of this amendment shall prevail. AGREED TO AND ACCEPTED as of the date first above written. /S/ CHRISTOPHER J. HALL /S/ WILLIAM M. ALLEN - ------------------------------ ------------------------------ CHRISTOPHER J. HALL WILLIAM M. ALLEN 4 -----END PRIVACY-ENHANCED MESSAGE-----