-----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, TkKFWpX+YNxwUlkfN/VMfhEHd/14xuCQirfDuLiBv5swzn5fDjWwhRl6O6SCbMjW oNoD389Te2Yl95ZMrQbNQw== 0000921895-96-000595.txt : 19961126 0000921895-96-000595.hdr.sgml : 19961126 ACCESSION NUMBER: 0000921895-96-000595 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19961125 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CEEE GROUP CORP CENTRAL INDEX KEY: 0001003739 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 133858917 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-47479 FILM NUMBER: 96672002 BUSINESS ADDRESS: STREET 1: 51 HUDSON POINT LANE CITY: OSSINING STATE: NY ZIP: 10562 BUSINESS PHONE: 9149412863 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HOSKIN NORMAN J CENTRAL INDEX KEY: 0001020526 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: CEEE GROUP CORPORATION STREET 2: 2200 CORPORATE BOULEVARD SUITE 217 CITY: BOCA RATON STATE: FL ZIP: 33431 BUSINESS PHONE: 4079952190 MAIL ADDRESS: STREET 1: 2200 CORPORATE BOULEVARD SUITE 217 CITY: BOCA RATON STATE: FL ZIP: 33431 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 CEEE Group Corporation - -------------------------------------------------------------------------------- (Name of issuer) Common Stock, $.001 par value per share - -------------------------------------------------------------------------------- (Title of class of securities) 125145 10 2 - -------------------------------------------------------------------------------- (CUSIP Number) ROBERT H. FRIEDMAN, ESQ. OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP 505 Park Avenue New York, New York 10022 (212) 753-7200 - -------------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) July 16, 1996 - -------------------------------------------------------------------------------- (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 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 / /. Check the following box if a fee is being paid with the statement /X/. (A fee is not required only if the Reporting Person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7) 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. Page 1 of 9 Pages ================================================================================ 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS NORMAN J. HOSKIN (###-##-####) - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/ / (b)/ / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 10,954,936(1)(2)(3) OWNED BY EACH REPORTING PERSON WITH --------------------------------------------------------------- 8 SHARED VOTING POWER Not Applicable --------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 10,954,936(1)(2) --------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER Not Applicable - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,954,936(1)(2)(3) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 39.7%(4) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! (1) Includes 2,454,808 additional shares of Common Stock which the Issuer, upon an increase in its authorized capital stock, is obligated to issue to Mr. Hoskin pursuant to an Exchange of Stock Agreement and Plan of Reorganization, dated July 16, 1996 as amended by Amendment No. 1 to Exchange of Stock Agreement and Plan of Reorganization, dated September 5, 1996 (collectively referred to as the "Exchange Agreement"), by and among the Issuer, Edward Cowle, Deworth Williams, Atlantic International Capital, Inc. ("Atlantic") and the former shareholders of Atlantic. (2) Includes (i) 2,100,000 shares of Common Stock held by the Kunni Lemmel Trust, a trust formed under the laws of Bermuda; and (ii) 5,455,128 additional shares of Common Stock which the Issuer, upon an increase in its authorized capital stock, is obligated to issue to the Kunni Lemmel Trust pursuant to the Exchange Agreement. Mr. Hoskin currently has full voting and dispositive power over all shares held by The Kunni Lemmel Trust. (3) Does not include 10,954,936 shares of Common Stock which are subject to a Voting Agreement, dated July 22, 1996, by and between Mr. Hoskin and Richard A. Iamunno. Under the terms of the Voting Agreement Mr. Hoskin shall have the right, for a period of up to five years, to vote all of the shares of Common Stock held by, or for the benefit of, Mr. Iamunno in the event of Mr. Iamunno's death or the occurrence of certain physical or mental incapacities to Mr. Iamunno. The Voting Agreement is terminable at any time upon the written agreement of Mr. Hoskin and Mr. Iamunno. (4) Percent of class computed by including in the number of shares outstanding an aggregate of 18,183,759 additional shares of Common Stock which the Issuer, upon an increase in its authorized capital stock, is obligated to issue pursuant to the Exchange Agreement. ================================================================================ 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS The Kunni Lemmel Trust - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/ / (b)/ / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION BERMUDA - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 7,555,128(1)(2) OWNED BY EACH REPORTING PERSON WITH ---------------------------------------------------------------- 8 SHARED VOTING POWER Not Applicable ---------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 7,555,128(1)(2) ---------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER Not Applicable - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,555,128(1)(2) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.4%(3) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! (1) Includes 5,455,128 additional shares of Common Stock which the Issuer, upon an increase in its authorized capital stock, is obligated to issue to The Kunni Lemmel Trust pursuant to the Exchange Agreement. (2) Norman J. Hoskin currently has full voting and dispositive power over all shares held by The Kunni Lemmel Trust. (3) Percent of class computed by including in the number of shares outstanding an aggregate of 18,183,759 additional shares of Common Stock which the Issuer, upon an increase in its authorized capital stock, is obligated to issue pursuant to the Exchange Agreement. Item 1. SECURITY AND ISSUER This statement relates to shares of Common Stock, $.001 par value per share, of CEEE Group Corporation, a Colorado corporation ("CEEE"). The address of the principal executive offices of CEEE is 2200 Corporate Boulevard, Suite 317, Boca Raton, Florida 33431. Item 2. IDENTITY AND BACKGROUND. (a) This statement is being filed pursuant to Rule 13d- 1(f)(1) under the Securities Exchange Act of 1934, as amended (the "Act") by Norman J. Hoskin ("Hoskin") and The Kunni Lemmel Trust, a trust formed under the laws of Bermuda (the "Trust"). Each of the foregoing are referred to individually as a "Reporting Person" and collectively as "Reporting Persons." Hoskin has full voting and dispositive power over all shares held by the Trust. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D. (b) The address for each of the Reporting Persons is c/o CEEE, 2200 Corporate Boulevard, Suite 317, Boca Raton, Florida 33431. (c) Hoskin is presently the Chairman of the Board, Secretary and Treasurer of CEEE. Hoskin also serves as the Chairman of the Board, Secretary and Treasurer of Atlantic International Capital, Inc. ("Atlantic"), a wholly-owned subsidiary of CEEE. (d) No Reporting Person has at any time during the last 5 years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) No Reporting Person has at any time during the last 5 years been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and is not subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws. (f) Hoskin is a citizen of the United States of America. The Trust was organized under the laws of Bermuda. Item 3. SOURCE AND AMOUNT OF FUNDS ON THE CONSIDERATION On July 16, 1996 the Reporting Persons, as shareholders of Atlantic, acquired their shares of CEEE in an exchange of shares with CEEE pursuant to an Exchange of Stock Agreement and Plan of Reorganization, as amended (the "Exchange Agreement"). The source of funds for the exchange was each Reporting Person's respective equity interest in Atlantic. Item 4. PURPOSE OF TRANSACTION The purpose of entering into the Exchange Agreement was to effect the reorganization (as such term is defined in Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended) of CEEE. The Reporting Persons and the other former shareholders of Atlantic exchanged their shares of Atlantic for (i) a pre-determined number of shares of CEEE; and (ii) and a pre-determined number of shares of CEEE to be issued upon effectiveness of CEEE's reincorporation merger into the State of Delaware and the subsequent increase in its authorized capital stock to 110,000,000 shares. Upon completion of the reorganization (i) the former Atlantic shareholders as a group acquired approximately 94% of the issued and outstanding Common Stock of CEEE(1); and (ii) Atlantic became a wholly-owned subsidiary of CEEE. Pursuant to the Exchange Agreement the former officers and directors of CEEE resigned on July 16, 1996 and subsequently, (i) Richard A. Iamunno was appointed President, Chief Financial Officer and a Director of CEEE; (ii) Hoskin was appointed Chairman of the Board, Secretary & Treasurer of CEEE; and (iii) Steven D. Brown was appointed a Director of CEEE. As contemplated by the Exchange Agreement, upon shareholder approval, CEEE will effect a reincorporation merger into the State of Delaware whereby it will, among other things, (i) increase its authorized capital stock from 10,000,000 shares to 110,000,000 shares; (ii) split all of its outstanding shares on a 1 for 3 basis; and (iii) change its corporate name to Atlantic International Entertainment, Ltd. Pursuant to the terms of the Exchange Agreement CEEE acquired all of the outstanding stock of Atlantic from the former shareholders of Atlantic in exchange for an aggregate of 7,000,000 shares of Common Stock of CEEE on July 16, 1996. In addition, CEEE is obligated, upon an increase in its authorized capital stock, to issue an aggregate of 18,183,759 additional shares to the former shareholders of Atlantic as discussed above. - -------- (1) Percentage computed by including in the number of shares of Common Stock outstanding an aggregate of 18,183,759 shares of Common Stock which the Issuer, upon an increase in its authorized capital stock, is obligated to issue pursuant to the Exchange Agreement, as discussed above. Item 5. INTEREST IN SECURITIES THE ISSUER (a) As of the date hereof, (i) Mr. Hoskin beneficially owned 10,954,936(2)(3) shares of Common Stock of CEEE. Such shares constitute 39.7%(4) of the shares of Common Stock of CEEE issued and outstanding as of the date hereof; and (ii) the Trust beneficially owned 7,555,128(5) shares of Common Stock of CEEE. Such shares constitute 27.4%(4) of the shares of Common Stock of CEEE issued and outstanding as of the date hereof. As of the date hereof there were 27,570,492(4) shares of Common Stock of CEEE issued and outstanding. (b) Mr. Hoskin currently has the sole power to vote and dispose of all of the shares of Common Stock of CEEE referred to in paragraph (a) above. However, the shares of Common Stock of CEEE referred to in paragraph (a) above are subject to a Voting Agreement, dated July 22, 1996, by and between Hoskin and Mr. Iamunno (the "Voting Agreement"). Under the terms of the Voting Agreement Hoskin shall have the right, for a period of up to five years, to vote all of the shares of Common Stock held by, or for the benefit of, Mr. Iamunno in the event of Mr. Iamunno's death or the occrurrence of certain physical or mental conditions with respect to Mr. Iamunno which renders him unable to evaluate and comprehend proposals being voted on. The Voting Agreement is terminable at any time upon the written agreement of Hoskin and Mr. Iamunno. (c) See "Item 3. Source and Amount of Funds" above for information as to the shares of Common Stock of CEEE recently acquired by the Reporting Persons. Except as disclosed therein, no - -------- (2) Includes 2,454,808 additional shares of Common Stock which the Issuer, upon an increase in its athorized capital stock, is obligated to issue to Mr. Hoskin pursuant to the Exchange Agreement. (3) Includes (i) 2,100,000 shares of Common Stock held by the Trust; and (ii) 5,455,128 additional shares of Common Stock which the Issuer, upon an increase in its authorized capital stock, is obligated to issue to the Trust pursuant to the Exchange Agreement. Mr. Hoskin currently has full voting and dispositive power over all shares of Common Stock held by the Trust. (4) Percent of class and total shares outstanding computed by including in the number of shares of Common Stock outstanding an aggregate of 18,183,759 additional shares of Common Stock which the Issuer, upon an increase in its authorized capital stock, is obligated to issue pursuant to the Exchange Agreement. (5) Includes 5,455,128 additional shares of Common Stock which the Issuer, upon an increase in its authorized capital stock, is obligated to issue to the Trust pursuant to the Exchange Agreement. Reporting Person has acquired, within the past 60 days, any shares of Common Stock of CEEE. (d) No person other than as outlined herein has the right to receive or power to direct the receipt of dividends from, or the proceeds from the sale of the shares of Common Stock of CEEE that are subject to this Schedule 13D. (e) Not applicable. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER Hoskin is a party to the Voting Agreement. Under the terms of the Voting Agreement Hoskin shall have the right, for a period of up to five years, to vote all of the shares of Common Stock held by, or for the benefit of, Mr. Iamunno in the event of Mr. Iamunno's death or the occurrence of certain physical or mental conditions with respect to Mr. Iamunno which renders him unable to evaluate and comprehend proposals being voted on. Mr. Iamunno retains the same rights with respect to shares held by, or for the benefit of, Mr. Hoskin. The Voting Agreement is terminable at any time upon the written agreement of Hoskin and Mr. Iamunno. Also, see "Item 4. Purpose of Transaction." Item 7. MATERIAL TO BE FILED AS EXHIBITS 99.1 Exchange of Stock Agreement and Plan of Reorganization, dated July 16, 1996, by and among CEEE, Edward Cowle, Deworth Williams, Atlantic and the other former Atlantic Shareholders. (The Reporting Persons hereby agree to furnish a copy of any omitted schedule or exhibit to such agreement to the Commission upon request). 99.2 Amendment No. 1 to Exchange of Stock Agreement and Plan of Reorganization, dated September 5, 1996, by and among CEEE, Edward Cowle, Deworth Williams, Atlantic and the other former Atlantic Shareholders. 99.3 Voting Agreement, dated July 22, 1996, by and between Norman J. Hoskin and Richard A. Iamunno. 99.4 Joint Filing Agreement, dated November 18, 1996, by and between Norman J. Hoskin and The Kunni Lemmel Trust. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. By: /s/ Norman J. Hoskin ------------------------------------- Norman J. Hoskin THE KUNNI LEMMEL TRUST By: /s/ Hildeberto S. Defrias ------------------------------------- Hildeberto S. Defrias Trustee By: /s/ Joseph E. Wakefield ------------------------------------- Joseph E. Wakefield Trustee Dated: November 18, 1996 EX-99.1 2 EXCHANGE OF STOCK AGREEMENT EXCHANGE OF STOCK AGREEMENT AND PLAN OF REORGANIZATION Exchange of Stock Agreement and Plan of Reorganization dated July 16, 1996 (the "Agreement"), by and between CEEE GROUP CORPORATION ("CEEE"), a Colorado corporation having its principal place for the transaction of business at 51 Hudson Point Lane, Ossining, New York 10562, EDWARD COWLE, residing at 708 3rd Avenue, New York, N.Y. 10017 ("Cowle"), DEWORTH WILLIAMS, residing at 56 West 400 South, Salt Lake City, Utah 84101 ("Williams"), ATLANTIC INTERNATIONAL CAPITAL, LTD., a Delaware corporation having its principal place for the transaction of business at 2200 Corporate Blvd., Suite 317, Boca Raton, Florida 33431 ("Atlantic"), and each of the stockholders of the Corporation listed on Schedule I attached hereto (each, a "Stockholder" and collectively, the "Stockholders"). W I T N E S E T H: WHEREAS, the Stockholders represent all stockholders of Atlantic who collectively own 100 shares of common stock, par value $.01 per share, of Atlantic (the "Atlantic Stock") which constitutes all of the issued and outstanding shares of the common stock of Atlantic; and WHEREAS, CEEE currently has an authorized capitalization of at least 10,000,000 shares of Common Stock, $.001 par value per share (the "CEEE Stock") of which 1,500,033 shares are issued and outstanding; and WHEREAS, CEEE desires to acquire from the Stockholders all of the Atlantic Stock in exchange solely for 7,000,000 shares of CEEE Stock (the "Exchange Shares"); and WHEREAS, it is the intention of CEEE that, upon the amendment of the Certificate of Incorporation of CEEE more fully described in Article VII hereof, CEEE will issue to the Stockholders, in the aggregate, an additional 18,183,759 shares (the "Additional Shares") of CEEE Stock as set forth under the column "Number of Additional Shares to be Received on SCHEDULE I; and WHEREAS, it is the intention of CEEE and Atlantic that the exchange of the Corporation Stock for the Exchange Shares constitute a "reorganization" as defined in Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended. NOW THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, IT IS AGREED as follows: ARTICLE I EXCHANGE OF STOCK Section 1.1 EXCHANGE OF STOCK. Subject to the terms and conditions of this Agreement, at the "Closing" as such term as defined in Section 7.1 hereof, the Atlantic Stock shall be exchanged by the Stockholders with CEEE for the Exchange Shares in the respective amounts for each Stockholder set forth opposite his name on Schedule I hereto under the column "Number of Exchange Shares to be Received." Section 1.2 DELIVERY OF CERTIFICATES. At the Closing, the certificates representing all of the outstanding shares of Atlantic Stock duly endorsed to CEEE with signatures guaranteed and with all requisite stock transfer tax stamps affixed, shall be delivered to CEEE. The cost of any transfer tax stamps required to be affixed to any stock certificates shall be paid by Atlantic. Upon delivery by CEEE of the certificates evidencing the Exchange Shares, the Stockholders shall be vested with good and valid title to such Exchange Shares, free and clear of all liens, claims and encumbrances, other than those created by the Stockholders. The Exchange Shares and the Additional Shares shall together constitute approximately 94.012% of the outstanding capital stock of CEEE. ARTICLE II REPRESENTATIONS AND WARRANTIES OF CEEE CEEE represents and warrants to the Stockholders and Atlantic as follows: Section 2.1 ORGANIZATION AND QUALIFICATION OF CEEE. CEEE is a corporation duly incorporated, duly organized, validly existing and in good standing under the laws of the State of Colorado. CEEE has the corporate power and authority to own or lease and operate all of its properties and assets and to carry on its business as such business in now being conducted and is duly licensed or qualified to do business and is in good standing in all states in which the nature of the business conducted by CEEE or the character or location of the properties and assets owned or leased by it makes such licensing or qualifications necessary and where the failure to qualify would not have a material adverse effect on the conditions (financial or otherwise), operations, properties, assets, liabilities, earnings or business of CEEE or on the enforceability of any contract or commitment referred to in Section 2.14 hereof or give rise to any obligation for taxes. Norman Hoskin and Richard Iamunno, as representatives of Atlantic and the Stockholders (the "Representatives") have received copies of CEEE's Certificate of Incorporation, certified by the Secretary of State of the State of Colorado as of a recent date, and of CEEE's By-Laws, certified -2- by its Secretary, which Certificate and By-Laws are complete and correct. Section 2.2 CAPITALIZATION AND OWNERSHIP OF CEEE. The authorized capital stock of CEEE consists of 10,000,000 shares of Common Stock, $.001 par value per share, of which 1,500,033 shares are issued and outstanding. The authorized capitalization is based upon the Amendments to the Articles of Incorporation filed with the State of Colorado on April 10, 1987, in connection with certain Articles of Merger filed the same date, which Articles of Amendment changed the authorized capitalization of CEEE from 10,000,000 shares of $.001 par value common stock, to 100,000,000 shares of $.001 par value common stock. The Merger Agreement to which the Articles of Merger relate was subsequently rescinded by court action, however, no action has been taken by CEEE to notify the State of Colorado of this rescission and no determination has been made as to the effect the rescission shall have on the authorized capitalization. All outstanding shares of CEEE Stock are validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and free of pre-emptive rights. There are no shares of CEEE Stock issued or outstanding except as referred to above and, except as set forth on SCHEDULE 2.2 hereto, there are no options, calls, subscriptions, warrants, rights, agreements or commitments of any character obligating CEEE, contingently or otherwise, to issue shares of CEEE's capital stock or to register shares of CEEE's capital stock under the Securities Act of 1933, as amended (the "Securities Act"), or any other applicable Federal or state securities laws. Section 2.3 NO VIOLATIONS. The execution and delivery of this Agreement by CEEE will not violate any provisions of CEEE's Certificate of Incorporation or By-Laws, conflict with any law, rule, statute or regulation to which CEEE is subject or violate or result in a default under any agreement to which CEEE is a party or by which it is bound. Section 2.4 SEC FILINGS. CEEE has filed with the Securities and Exchange Commission (the "SEC") all statements and documents which it is required to so file (the "Filings"). CEEE has been subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") since November 15, 1995 (the "Reporting Date"). Copies of all Filings made since the Reporting Date have been provided to the Representatives. All such Filings are accurate and complete in all material respects. Section 2.5 INVESTMENTS. CEEE has not made any investments and does not own any capital stock of any other corporation or other entity. -3- Section 2.6 CONSENTS AND APPROVALS. To the best knowledge of CEEE, no permit, consent, approval or authorization of, or declaration, filing or registration with, any public body or authority or other person, firm or entity is necessary in connection with the execution and delivery by CEEE of this Agreement or the consummation by it of the transactions contemplated hereby. Section 2.7 COMPLIANCE WITH LAW. CEEE holds all licenses, franchises, permits and authorizations necessary for the lawful conduct of its business, and has complied and is in compliance with all applicable statutes, laws, ordinances, rules and regulations of all Federal, state, local and foreign governmental bodies, agencies and subdivisions having, asserting or claiming jurisdiction over it or over any part of its operations and, to the best of its knowledge, currently is not in violation of any thereof, except for such licenses, franchises, permits and authorizations, the lack of which, and for such statutes, laws, ordinances, rules and regulations, non-compliance or violation of which, in any one case or in the aggregate, would not have a materially adverse effect on the condition (financial or otherwise), operations, properties, assets, liabilities, earnings, or business of CEEE, or impair CEEE's ability to consummate the transactions contemplated hereby. In connection with any sale of any securities CEEE has complied with the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act, and all rules and regulations of the SEC and the laws, rules and regulations of each state in which such securities are offered for sale. Section 2.8 FINANCIAL STATEMENTS. The Representatives have received copies of the audited financial statements of CEEE for the fiscal years ended December 31, 1994 and December 31, 1995 (the "Financial Statements") including the related balance sheets, statements of operations, statement of changes in shareholders' equity for such years and the notes thereto, accompanied by the reports of Jones, Jensen & Co., 349 South 200 East, Salt Lake City, Utah 84111, Certified Public Accountants for CEEE. The Financial Statements (a) present fairly the financial position, results of operations and changes in financial position of CEEE, as of the respective dates and for the respective periods indicated, and (b) have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied. The balance sheet of CEEE as of December 31, 1995 reflects no total liabilities (the "Total Liabilities"). Section 2.9 EXISTING CONDITION. Except as disclosed in SCHEDULE 2.9 hereto, since the date of the December 31, 1995 Financial Statements, CEEE has not: (a) incurred any liabilities; -4- (b) sold, encumbered, assigned or transferred any of its assets; (c) made or suffered any amendment or termination of any material agreement, contract, commitment, lease under which CEEE is lessee, or cancelled, modified or waived any significant debts or claims held by it or waived any rights of significant value, whether or not in the ordinary course of business; (d) suffered any damage, destruction or loss, whether or not covered by insurance; (e) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (f) made commitments or agreements for capital expenditures; (g) hired any employees; (h) changed any of the accounting principles followed by it or the methods of applying such principles; (i) entered into any transaction other than this Agreement; or (j) issued any shares of its capital stock. Section 2.10 TITLE TO PROPERTIES; LEASEHOLD INTERESTS. CEEE has good and valid title to all properties and assets, real, personal and mixed, free and clear of all mortgages, liens, pledges, security interests, charges, claims, restrictions and other encumbrances and defects of title of any nature whatsoever, except for liens for taxes not yet due and payable. Section 2.11 CONDITION OF TANGIBLE ASSETS. All material items of tangible personal property are in good condition and repair, subject to normal wear and tear, and are usable in the regular and ordinary course of business of CEEE. Section 2.12 BOOKS OF ACCOUNT. The books, records and accounts of CEEE maintained with respect to the business of CEEE accurately and fairly reflect, in reasonable detail, all the transactions and all the assets and liabilities of CEEE. CEEE has not engaged in any transaction, maintained any bank account or used any of its funds except for transactions, bank accounts and funds which have been and are reflected in the normally maintained books and records of the business. -5- Section 2.13 LITIGATION. No litigation, including any arbitration, investigation or other proceeding of or before any court, arbitrator or governmental or regulatory official, body or authority is pending or, to the best of CEEE's knowledge, threatened against CEEE. CEEE is not a party to or subject to the provisions of any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental or regulatory official, body or authority which may materially and adversely affect the business or assets of CEEE. Section 2.14 CONTRACTS AND COMMITMENTS. Except as listed and annexed to SCHEDULE 2.14 hereto, CEEE is not a party to any written or oral: (a) agreement, contract or commitment with any present or former employee or consultant or for the employment of any person; (b) agreement contract or commitment for the future purchase of, or payment for, equipment, supplies or products, or for the performance of services by a third party except for any agreement, contract or commitment arising in the ordinary course of business; (c) agreement, contract or commitment to finance any acquisition of or purchase any asset or to perform any service; or (d) note, debenture, bond, equipment trust agreement, letter of credit agreement, loan agreement or other contract or commitment for the borrowing or lending of money or agreement or arrangement for a line of credit or guarantee, pledge or undertaking of the indebtedness of any other person. Each of the agreements, contracts, commitments, leases, plans and other instruments, documents and undertakings listed on SCHEDULE 2.14 is valid and enforceable in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting the rights of creditors generally; CEEE is not in default of the performance, observance or fulfillment of any material obligations, covenant or condition contained therein; and no event has occurred which with or without the giving of notice or lapse of time, or both, would constitute a default thereunder; furthermore, except as may be disclosed on SCHEDULE 2.14, no such agreement, contract, commitment, lease, plan or other instrument, document or undertaking, in the reasonable opinion of CEEE, contains any contractual requirement with which there is a likelihood CEEE will be unable to comply. Section 2.15 NO BROKER OR FINDER. CEEE has not dealt with or retained any finder or broker whose fees or expenses have -6- been paid by CEEE or for whose fees or expenses CEEE or Atlantic would be responsible in connection with this Agreement or the transactions contemplated hereby. Section 2.16 PERSONNEL AND CERTAIN AUTHORIZED PERSONS. SCHEDULE 2.16 hereto contains a true and complete list of all bank accounts of CEEE and the names of all persons who are authorized signatories with respect to such accounts. Section 2.17 EMPLOYEES; EMPLOYEE BENEFIT PLANS AND ARRANGEMENTS. CEEE has no employees and has not sponsored, maintained or supported, or otherwise been a party to, in default under, or had any liability or accrued obligations under, any plan, program, fund or arrangement, either qualified or non-qualified for Federal income tax purposes, relating to the employees of CEEE, whether for the benefit of a single individual or for more than one individual, and whether or not funded, including, without limitation, any incentive or other benefit arrangement for employees, their dependents and/or their beneficiaries and any "employee pension benefit plan" or "employee welfare benefit plan", as such terms are defined in Section 3 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). CEEE has not, at any time, maintained or contributed or been required to maintain or contribute to any "Multi-Employer Plan" as such term is defined in Section 3(37) of ERISA. Section 2.18 COMPLETENESS OF DISCLOSURE. No representation or warranty in this Agreement nor any certificate, statements, document or instrument furnished or to be furnished to the Representatives and Atlantic by CEEE pursuant hereto, or in connection with the negotiation, execution or performance of this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated herein or therein or necessary to make any statement herein or therein not misleading. Section 2.19 TAX MATTERS. CEEE has filed or will file on a timely basis (including all extensions) all tax returns which were required to have been filed, or are hereafter required to be filed up to the Closing Date by it (including, without limitation, all Federal, state, county, local and foreign tax returns) and such returns are complete and accurate in all material respects, and CEEE has paid or provided for all taxes, interest or penalties which have been incurred or are due and payable pursuant to such returns or pursuant to any assessments received by it in connection with such returns. No foreign, Federal, state, local or other taxing authority has provided CEEE with any notice of any questions relating to, or claims asserted for, taxes against CEEE or for which CEEE may be liable. All taxes which CEEE is required by law to withhold or collect have -7- been duly withheld or collected and, to the extent required, have been paid over to the proper governmental authorities. ARTICLE III REPRESENTATIONS AND WARRANTIES OF ATLANTIC AND THE STOCKHOLDERS A. Atlantic represents and warrants to CEEE as follows: Section 3.1 ORGANIZATION AND QUALIFICATION OF ATLANTIC. Atlantic is a corporation duly incorporated, duly organized, validly existing and in good standing under the laws of Delaware. Atlantic has the corporate power and authority to own or lease and operate all of its properties and assets and to carry on its business as such business is now being conducted and is duly licensed or qualified to do business and is in good standing in all jurisdictions in which the nature of the business conducted by Atlantic or the character or location of the properties and assets owned or leased by it makes such licensing or qualifications necessary and where the failure to qualify would not have a material adverse effect on the conditions (financial or otherwise), operations, properties, assets, liabilities, earnings or business of Atlantic. Section 3.2 CAPITALIZATION AND OWNERSHIP OF ATLANTIC. The authorized capital stock of Atlantic consists of 100 shares of Common Stock, no par value per share, all of which are issued and outstanding. All outstanding shares of Atlantic Stock are validly issued and outstanding, fully paid and nonassessable with no personal liability attaching to the ownership thereof, free of preemptive rights and are owned free and clear of all liens, claims and encumbrances. There are no shares of Atlantic Stock issued or outstanding except as referred to above, and there are no options, calls, subscriptions, warrants, rights, agreements or commitments of any character obliging Atlantic, contingently or otherwise, to issue shares of Atlantic's capital stock or to register shares of Atlantic's capital stock under the Securities Act or any other applicable Federal or state securities laws. The Stockholders are the record and beneficial owners of all of the issued and outstanding shares of Atlantic Stock, free and clear of all liens and encumbrances. Section 3.3 AUTHORITY. Atlantic has the full power and authority to enter into this Agreement and to carry out its obligations hereunder. Other than approval by the Board of Directors and/or stockholders of Atlantic, no proceedings, on the part of Atlantic are necessary to authorize this Agreement or the transactions contemplated hereby. This Agreement constitutes the legal, valid and binding obligation of Atlantic enforceable in accordance with its terms. -8- Section 3.4 CONSENTS AND APPROVALS. No permit, consent, approval or authorization of, or declaration, filing or registration with, any public body or authority or other person, firm or entity is necessary in connection with the execution and delivery by Atlantic or the Stockholders of this Agreement or the consummation by the Stockholders or Atlantic of the transactions contemplated hereby. Section 3.5 COMPLETENESS OF DISCLOSURE. No representation or warranty in this Agreement nor any certificate, Schedule, statements, document or instrument furnished or to be furnished to CEEE by Atlantic pursuant hereto, or in connection with the negotiation, execution or performance of this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated herein or therein or necessary to make any statement herein or therein not misleading. Section 3.6 LITIGATION. No litigation, including any arbitration, investigation or other proceeding of or before any court, arbitrator or governmental or regulatory official, body or authority is pending or, to the best of Atlantic's knowledge, threatened against Atlantic. Atlantic is not a party to or subject to the provisions of any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental or regulatory official, body or authority which may materially and adversely affect the business or assets of Atlantic. Section 3.7 TAX MATTERS. Atlantic has filed or will file on a timely basis (including all extensions) all tax returns which were required to have been filed, or are hereafter required to be filed up to the Closing Date by it (including, without limitation, all Federal, state, county, local and foreign tax returns) and such returns are complete and accurate in all material respects, and Atlantic has paid or provided for all taxes, interest or penalties which have been incurred or are due and payable pursuant to such returns or pursuant to any assessments received by it in connection with such returns. No foreign, Federal, state, local or other taxing authority has provided Atlantic with any notice of any questions relating to, or claims asserted for, taxes against Atlantic or for which Atlantic may be liable. All taxes which Atlantic is required by law to withhold or collect have been duly withheld or collected and, to the extent required, have been paid over to the proper governmental authorities. B. Each of the Stockholders represents and warrants to CEEE that (i) such Stockholder has such knowledge and experience that such Stockholder is capable of evaluating the merits and risks of acquiring the Exchange Shares and the Additional Shares and of making an informed decision, (ii) such Shareholder is -9- acquiring the Exchange Shares and the Additional Shares for investment for such Stockholder's own account and not with a view to, or for resale in connection with, any distribution thereof and understands that the Exchange Shares and the Additional Shares have not been registered under the Securities Act by reason of a specified exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of such Stockholder's intent as expressed herein, and (iii) such Stockholder is an "accredited investor" within the meaning of Rule 501 under the Securities Act or has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment, is able to bear the economic risk of such investment, and at the present time, is able to afford a complete loss of such investment. ARTICLE IV SURVIVAL OF REPRESENTATIONS AND WARRANTIES Section 4.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations and warranties made by the parties in this Agreement or in any certificate, Schedule, document or instrument furnished hereunder shall survive for two years from the closing of the transactions contemplated hereby. ARTICLE V AGREEMENTS PENDING CLOSING Section 5.1 AGREEMENT PENDING THE CLOSING. Each of Atlantic and CEEE covenant and agree that, pending the Closing (if the Closing shall not occur on the date hereof) and except as otherwise agreed to in writing by the other parties: (a) BUSINESS IN THE ORDINARY COURSE. Its business shall be conducted solely in the ordinary course. (b) MAINTENANCE OF PHYSICAL ASSETS. It shall continue to maintain and service the physical assets used in the conduct of its business in the same manner as has been its consistent past practice. (c) EMPLOYEES AND BUSINESS RELATIONS. It shall continue to maintain its business relations and relations with its employees, if any, in the same manner as has been its consistent past practice. (d) COMPLIANCE WITH LAW. ETC. It shall comply with all laws, ordinances, rules, regulations and orders applicable to it or their operations, assets or properties in respect thereof, the noncompliance with which might materially -10- affect its business or assets including, without limitation in the case of CEEE the filing of all reports required by the Securities Act and the Exchange Act. (e) COOPERATION. It shall cooperate with the other parties to this Agreement and use its best efforts to cause all of the conditions to the obligations on its part to be performed under this Agreement to be satisfied on or prior to the Closing Date. (f) SALES OF ASSETS; NEGOTIATIONS. It shall not, directly or indirectly, sell or encumber all or any part of its assets, other than in the ordinary course of business consistent with past practice, or initiate or participate in any discussions or negotiations or enter into any agreement to do any of the foregoing. (g) ACCESS. Each of Atlantic and CEEE shall give to the other's officers, employees, counsel, accountants and other representatives free and full access to and the right to inspect, during normal business hours, all of the premises, properties, assets, records, contracts and other documents relating to it and shall permit the other to consult with its officers, employees, accountants, counsel and agents for the purpose making such investigation as it desires to make, provided that such investigation shall not unreasonably interfere with its business operations. (h) PRESS RELEASES. Except as required by applicable law, no party hereto shall give notice to third parties or otherwise make any public statement or releases concerning this Agreement or the transactions contemplated hereby except for such written information as shall have been approved in writing as to form and content by all parties hereto. (i) CONFIDENTIALITY. Pending the Closing and except as required by applicable law or otherwise agreed to in writing unless and until the Closing has been consummated, it will hold, and shall cause its counsel, agents and independent representatives to hold in confidence any confidential data or information made available to it in connection with this Agreement with respect to which it shall use the same standard of care to protect such confidential data or information as is used to protect its own confidential information. If the transactions contemplated by this Agreement are not consummated, it agrees that it shall (i) return or cause to be returned to the party furnishing such data or information all written materials and all copies thereof that were supplied to it; and (ii) continue to hold in confidence all such confidential information and data. -11- ARTICLE VI CONDITIONS PRECEDENT TO THE CLOSING Section 6.1 CONDITIONS PRECEDENT TO ATLANTIC'S OBLIGATIONS. All obligations of Atlantic and the Stockholders' under this Agreement are subject to the fulfillment or satisfaction, and CEEE covenants and agrees to the fulfillment or satisfaction, prior to or at the Closing, of each of the following conditions precedent: (a) REPRESENTATIONS AND WARRANTIES TRUE AS OF THE CLOSING DATE. The representations and warranties of CEEE and Cowle contained in this Agreement or in a Schedule, certificate or document delivered by CEEE to Atlantic or the Representatives pursuant to the provisions hereof shall be true on the date hereof without regard to any updates furnished by CEEE after the date hereof and shall be true on the Closing Date with the same effect as though such representations and warranties were made as of such date. (b) COMPLIANCE WITH THIS AGREEMENT. CEEE shall have performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing. (c) NO THREATENED OR PENDING LITIGATION. On the Closing Date, no suit, action or other proceeding, or injunction or final judgment relating thereto, shall be threatened or be pending before any court or government or regulatory official, body or authority in which it is sought to restrain or prohibit or to obtain damages or other relief in connection with this Agreement or the consummation of the transactions contemplated hereby, and no investigation that might result in any such suit, action or proceeding shall be pending or threatened. (d) CONSENTS AND APPROVALS. All of the consents required to carry out the transactions contemplated hereunder have been obtained. (e) MATERIAL ADVERSE CHANGES. There has been no material adverse change in the business, operations, assets or properties of CEEE. (f) APPROVAL OF COUNSEL; CORPORATE MATTERS. All actions, proceedings, resolutions, instruments and documents required to carry out this Agreement or incidental hereto and all other related legal matters shall have been approved on the Closing Date by counsel Atlantic in the exercise of their reasonable judgment. -12- (g) COUNSEL OPINION. Atlantic shall have received from Colorado counsel for CEEE an opinion, reasonably acceptable to counsel for Atlantic, to the effect that (i) the issuance of the Exchange Shares does not require the approval of the stockholders of CEEE, (ii) CEEE has the corporate power and authority to enter into this Agreement and to carry out the transactions contemplated hereby and (iii) CEEE is duly incorporated and is validly existing as a corporation in good standing under the laws of Colorado. (h) CERTIFICATES. CEEE shall have delivered to the Stockholders certificates for the Exchange Shares and CEEE shall also have delivered to the Stockholders such other documents, instruments, certifications and further assurances as its counsel may reasonably require. (i) DIRECTORS AND OFFICERS. The directors and officers of CEEE shall have resigned and CEEE shall have caused those directors and officers designated by the Representatives to be appointed. (j) NO LIABILITIES. CEEE shall have no liabilities or obligations, either accrued, absolute, contingent or otherwise except for its ongoing obligation to file periodic reports with the SEC. For purposes of this Agreement, the terms "liabilities" shall include, without limitation, any direct or indirect indebtedness, guaranty, endorsement, indemnity, claim, loss, damage, deficiency, cost, expense, or obligation, fixed or unfixed, choate or inchoate, liquidated or un-liquidated, secured or unsecured or a reserve for any of the foregoing. (k) FORMS 10-K AND 10-Q. CEEE shall have filed with the SEC an Annual Report on Form 10-K for the year ended December 31, 1995 and a Quarterly Report on Form 10-Q for the quarter ended March 31, 1996. Section 6.2 CONDITIONS PRECEDENT TO THE OBLIGATIONS OF CEEE. All obligations of CEEE under this Agreement are subject to the fulfillment or satisfaction, prior to or at the Closing, of each of the following conditions precedent: (a) REPRESENTATIONS AND WARRANTIES TRUE AS OF THE CLOSING DATE. The representations and warranties of Atlantic contained in this Agreement or in any list, certificate or document delivered by the Representatives or Atlantic to CEEE pursuant to the provisions hereof shall be true on the Closing Date with the same effect as though such representations and warranties were made as of such date. (b) COMPLIANCE WITH THIS AGREEMENT. Atlantic shall have performed and complied with all agreements and -13- conditions required by this Agreement to be performed or complied with by them prior to or at the Closing. (c) NO THREATENED OR PENDING LITIGATION. On the Closing Date, no suit, action or other proceeding, or injunction of final judgment relating thereto, shall be threatened or be pending before any court or governmental or regulatory official, body or authority in which it is sought to restrain or prohibit or to obtain damages or other relief in connection with this Agreement or the consummation of the transactions contemplated hereby, and no investigation that might result in any such suit, action or proceeding shall be pending or threatened. (d) MATERIAL ADVERSE CHANGES. There shall have been no material adverse changes in the business, operations, assets or properties of Atlantic. (e) APPROVAL OF COUNSEL; CORPORATE MATTERS. All actions, proceedings, resolutions, instruments and documents required to carry out this Agreement or incidental hereto and all other related legal matters shall have been approved on the Closing Date by counsel for CEEE in the exercise of its reasonable judgment. (f) CERTIFICATES. The Representatives shall have delivered to CEEE one or more certificates for Atlantic Stock and the Representatives shall have also delivered to CEEE such other documents, instruments, certifications and further assurances as its counsel may reasonably require. ARTICLE VII CLOSING, FURTHER ASSURANCES AND CONDITIONS SUBSEQUENT Section 7.1 CLOSING. The Closing (the "Closing") of the exchange of Atlantic Stock and the Exchange Shares shall take place at the offices of Olshan Grundman Frome & Rosenzweig, 505 Park Avenue, New York, New York 10022 on the date hereof or such other date as may be mutually agreed upon in writing by the parties hereto. The date of the Closing is sometimes herein referred to as the "Closing Date". Section 7.2 ACTS TO BE PERFORMED BY CEEE FOLLOWING THE CLOSING. Following the Closing, CEEE shall: (a) Cause there to be held a meeting of stockholders of CEEE at which (i) the name of CEEE shall be changed to "Atlantic International Entertainment, Ltd.", or such other name as the Representatives shall request (ii) the authorized capital stock of CEEE shall be increased to 110,000,000 shares of CEEE Stock authorized (the "Capital Authorization"), and (iii) all of the CEEE Stock outstanding -14- (including the Exchange Shares and the Additional Exchange Shares) shall be split 1 for 3; (b) Immediately following the Capital Authorization, cause to be issued to the Stockholders the Additional Shares. (c) change the address of its principal executive offices and to take all actions necessary to qualify to transact business in the jurisdiction thereof and all other jurisdictions in which the nature of the business conducted by CEEE or the character or location of the properties and assets owned or leased by it make such qualification necessary, except where the failure to so qualify would not have a material adverse effect on CEEE; and (d) execute the appropriate certificates and make the appropriate public filings to effectuate each of the foregoing actions. (e) pay to each of Cowle and Williams $25,000 upon the sale by CEEE of greater than $500,000 of securities. Section 7.3 FURTHER ASSURANCES. Each of the parties from time to time after the Closing, at the other's request, will execute, acknowledge and deliver to the other such other instruments of conveyance and transfer and will take such other actions and execute and deliver such other documents, certifications and further assurances as the other may reasonably require in order to vest more effectively Atlantic Stock, the Exchange Shares and the Additional Shares, as the case may be, in the owner thereof. Each of the parties hereto will cooperate with the other and execute and deliver to the other parties hereto such other instruments and documents and take such other actions as may be reasonably requested from time to time by any other party hereto as necessary to carry out, evidence and confirm the intended purposes of this Agreement. ARTICLE VIII MISCELLANEOUS Section 8.1 TERMINATION. (a) Anything herein or elsewhere to the contrary notwithstanding, this Agreement may be terminated by written notice of termination at any time before the Closing Date only as follows: (i) by mutual consent of Atlantic, the Representatives and CEEE; -15- (ii) by the Stockholders and Atlantic at any time if the representations and warranties of CEEE and Cowle were materially incorrect when made; (iii) by CEEE at any time if the representations and warranties of Atlantic were materially incorrect when made; or (iv) by any party hereto if the transactions contemplated by this Agreement do not close on or before July 31, 1996 unless extended in writing by mutual agreement of the parties hereto. (b) In the event of the termination and abandonment hereof pursuant to the provisions of this Section 8.01, this Agreement, except as provided in this Section 8.01(b) shall become void and have no effect, without any liability on the part of any of the parties or their directors or officers or stockholders in respect of this Agreement. Notwithstanding any such termination and abandonment, the provisions of Section 5.01(i) regarding confidential information shall remain binding upon the parties hereto. Section 8.2 BROKERS' AND FINDERS' FEES. Each party represents and warrants to the other that all negotiations relative to this Agreement have been carried on by it directly without the intervention of any person, and each of the parties agree to indemnify and hold the other harmless against any and all claims, losses, liabilities and expenses which may be asserted against or incurred by it as a result of its dealings, arrangements or agreements with any such person. Section 8.3 INCOME, SALES, TRANSFER AND DOCUMENTARY TAXES; ETC. Atlantic shall pay all Federal, state and local income taxes, if any, due as a result of the purchase, sale or transfer of the Exchange Shares, the Additional Shares and the Atlantic Stock in accordance herewith. Section 8.4 EXPENSES. Each party hereto shall pay its own expenses incidental to the preparation of this Agreement and the transactions contemplated hereby. -16- IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the date first above written. ATLANTIC INTERNATIONAL CAPITAL, LTD. By:/S/ RICHARD IAMUNNO ------------------- Richard Iamunno President CEEE GROUP CORPORATION By:/S/ EDWARD A. COWLE ------------------- Edward A. Cowle President and Chief Executice Officer /S/ NORMAN HOSKIN ----------------- Norman Hoskin THE KUNNI LEMMEL TRUST By:/S/ HILDEBERTO S. DEFRIAS ------------------------- HILDEBERTO S. DEFRIAS Trustee By:/S/ JOSEPH E. WAKEFIELD ------------------------- JOSEPH E. WAKEFIELD Trustee THE AWIXA TRUST By:/S/ HILDEBERTO S. DEFRIAS ------------------------- HILDEBERTO S. DEFRIAS TRUSTEE By:/S/ JOSEPH E. WAKEFIELD ------------------------- JOSEPH E. WAKEFIELD TRUSTEE /S/ ROBERT H. FRIEDMAN ---------------------- Robert H. Friedman CENTERLINE ASSOCIATES By:/s/JEANNE WILLIAMS ------------------ JEANNE WILLIAMS President -17- /S/ EITHNE WILMOTT ------------------ Eithne Wilmott /S/ EDWARD COWLE ------------------ Edward Cowle /S/ DEWORTH WILLIAMS -------------------- DeWorth Williams /S/ JAMES DOUGHERTY ------------------- James Dougherty -18- SCHEDULE I
Number of Number of Number of Exchange Additional Total Number Shares of Shares to be Shares to be of Shares to Name of Stockholder Atlantic Held Received Received be Received - ----------------------------------- ------------- ---------------- ------------ --------------- Norman Hoskin 13.5 945,000 2,454,587 3,399,587 2200 Corporate Blvd. Suite 317 Boca Raton, FL 33431 THE KUNNI LEMMEL 30.0 2,100,000 5,454,638 7,554,638 TRUST c/o Norman Hoskin 2200 Corporate Blvd. Boca Raton, FL 33431 Richard Iamunno 13.5 945,000 2,454,587 3,399,587 2200 Corporate Blvd. Suite 317 Boca Raton, FL 33431 THE AWIXA TRUST 30.0 2,100,000 5,454,638 7,554,638 c/o Richard Iamunno 2200 Corporate Blvd. Suite 317 Boca Raton, FL 33431 Robert Frome 1.23 86,100 224,472 308,572 505 Park Avenue New York, NY 10022 Robert Friedman .25 17,500 44,214 61,714 505 Park Avenue New York, NY 10022
-19-
Number of Number of Number of Exchange Additional Total Number Shares of Shares to be Shares to be of Shares to Name of Stockholder Atlantic Held Received Received be Received - ----------------------------------- ------------- ---------------- ------------ --------------- Centerline 4.9 343,000 891,427 1,234,427 Associates, Inc. Jeanne Williams 850 E. Palm Ave Boca Raton, FL 33432 Eithne Wilmott .07 4,900 13,696 18,596 1234 S. Military Trail, #1812 Deerfield Beach, FL 33442 Edward Cowle 2.085 145,950 379,050 525,000 708 3rd Avenue New York, NY 10017 DeWorth Williams 2.085 145,950 379,050 525,000 56 West 440 South Salt Lake City, UT 84101 James Dougherty 2.38 166,600 433,400 600,000 629 Sea Pineway B2 West Palm Beach, FL 33415
-20- SCHEDULE 2.2 None -21- SCHEDULE 2.9 None -22- SCHEDULE 2.14 1. Appointment of Transfer Agent and Agreement between CEEE Group Corporation and Interstate Transfer Company. SCHEDULE 2.16 None -24- EX-99.2 3 AMENDMENT TO EXCHANGE OF STOCK AGREEMENT AND PLAN AMENDMENT NO. 1 TO EXCHANGE OF STOCK AGREEMENT AND PLAN OF REORGANIZATION Amendment No. 1 dated as of September 5, 1996, to that certain Exchange of Stock Agreement and Plan of Reorganization dated July 16, 1996 (the "Stock Exchange Agreement"), by and between CEEE GROUP CORPORATION ("CEEE"), ATLANTIC INTERNATIONAL CAPITAL, LTD. ("Atlantic"), and each of the stockholders of the Corporation listed on the Amended and Restated Schedule I attached hereto (each, a "Stockholder" and collectively, the "Stockholders"). All capitalized terms used herein without definitions shall have the respective meanings ascribed to them in the Stock Exchange Agreement. WHEREAS, CEEE, Atlantic and the Stockholders desire to amend Schedule I to the Stock Exchange Agreement to create a uniform share exchange ratio with respect to the allocation of an aggregate of 18,183,759 shares to be issued to the Stockholders following an amendment to CEEE's Certificate of Incorporation to, among other things, increase the number of authorized shares. NOW, THEREFORE, in consideration of the above premises, CEEE, Atlantic and the Stockholders agree as follows: 1. Schedule I of the Stock Exchange Agreement is hereby amended and restated in its entirety as set forth in the Amended and Restated Schedule I attached hereto. 2. All other provisions of the Stock Exchange Agreement shall remain unchanged. 3. This Amendment No. 1 may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute one and the same instrument. 4. This Amendment No. 1 and the legal relations between the parties hereto shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law. 5. This Amendment No. 1 to the Stock Exchange Agreement constitutes the entire amendment to the Stock Exchange Agreement and shall not constitute a modification, acceptance or waiver of any other provision of the Stock Exchange Agreement or any rights or claims thereunder. 6. As modified hereby, the Stock Exchange Agreement and its terms and provisions are hereby ratified and confirmed for all purposes and in all respects. -2- IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 as of the day and year hereinabove first set forth. ATLANTIC INTERNATIONAL CAPITAL, LTD. By:/s/ Richard Iamunno ------------------------------------- Richard Iamunno President CEEE GROUP CORPORATION By:Richard Iamunno ------------------------------------- Name: Richard Iamunno Title: President /S/ NORMAN HOSKIN ---------------------------------------- NORMAN HOSKIN THE KUNNI LEMMEL TRUST By: /S/ HILDEBERTO S. DEFRIAS ------------------------------------- HILDEBERTO S. DEFRIAS Trustee By:/S/ JOSEPH E. WAKEFIELD ------------------------- JOSEPH E. WAKEFIELD Trustee /S/ RICHARD IAMUNNO ---------------------------------------- RICHARD IAMUNNO THE AWIXA TRUST By:/S/ HILDEBERTO S. DEFRIAS ------------------------------------- HILDEBERTO S. DEFRIAS Trustee By:/S/ JOSEPH E. WAKEFIELD ------------------------- JOSEPH E. WAKEFIELD Trustee /S/ ROBERT L. FROME ---------------------------------------- ROBERT L. FROME /S/ ROBERT H. FRIEDMAN ---------------------------------------- ROBERT H. FRIEDMAN CENTERLINE ASSOCIATES By:/S/ JEANNE WILLIAMS ------------------------------------- JEANNE WILLIAMS PRESIDENT -3- /S/ EITHNE WILMOTT ---------------------------------------- EITHNE WILMOTT /S/ EDWARD COWLE ---------------------------------------- EDWARD COWLE /S/ DEWORTH WILLIAMS ---------------------------------------- DEWORTH WILLIAMS /S/ JAMES DOUGHTERY ---------------------------------------- JAMES DOUGHTERY -4- AMENDED AND RESTATED SCHEDULE I
Number of Number of Number of Exchange Additional Total Number Shares of Shares to be Shares to be of Shares to Name of Stockholder Atlantic Held Received Received be Received - --------------------------- ---------------- --------------- ------------- ----------------- Norman Hoskin 13.5 945,000 2,454,808 3,399,808 2200 Corporate Blvd. Suite 317 Boca Raton, FL 33431 THE KUNNI LEMMEL 30.0 2,100,000 5,455,128 7,555,128 TRUST c/o Norman Hoskin 2200 Corporate Blvd. Boca Raton, FL 33431 Richard Iamunno 13.5 945,000 2,454,808 3,399,808 2200 Corporate Blvd. Suite 317 Boca Raton, FL 33431 THE AWIXA TRUST 30.0 2,100,000 5,455,128 7,555,128 c/o Richard Iamunno 2200 Corporate Blvd. Suite 317 Boca Raton, FL 33431 Robert Frome 1.23 86,100 223,660 309,760 505 Park Avenue New York, NY 10022 Robert Friedman .25 17,500 45,459 62,959 505 Park Avenue New York, NY 10022 Centerline 4.9 343,000 891,004 1,234,004 Associates, Inc. Jeanne Williams 850 E. Palm Ave Boca Raton, FL 33432
-5-
Number of Number of Number of Exchange Additional Total Number Shares of Shares to be Shares to be of Shares to Name of Stockholder Atlantic Held Received Received be Received - --------------------------- ---------------- --------------- ------------- ----------------- Eithne Wilmott .07 4,900 12,729 17,629 1234 S. Military Trail, #1812 Deerfield Beach, FL 33442 Edward Cowle 2.085 145,950 379,131 525,081 708 3rd Avenue New York, NY 10017 DeWorth Williams 2.085 145,950 379,131 525,081 56 West 440 South Salt Lake City, UT 84101 James Dougherty 629 Sea Pineway B2 West Palm Beach, FL 33415 2.38 166,600 432,773 599,373 --------- ---------- ---------- 7,000,000 18,183,759 25,183,759 ========= ========== ==========
-6- EX-99.3 4 VOTING AGREEMENT VOTING AGREEMENT This Voting Agreement (the "Agreement") is entered into as of this 22nd day of July, 1996 by and among Norman J. Hoskin and Richard A. Iamunno (individually a "Shareholder" and collectively the "Shareholders"). R E C I T A L S WHEREAS, the Shareholders collectively have a controlling interest in CEEE Group Corporation Common Stock and desire to agree on certain matters relating to the voting of shares of common stock, par value $.001 per share ("Common Stock"), of CEEE Group Corporation ("CEEE"). NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants set forth below, the parties hereto agree as follows: 1. VOTING. Each Shareholder agrees, that in the event of his death or the occurrence of a physical or mental condition which renders him unable to evaluate and comprehend the proposals to be voted on (hereinafter referred to as "Incapacity"), the other Shareholder shall have the right to vote all of the shares of Common Stock held by him or for his benefit at the time of death or Incapacity. The existence of the Incapacity shall be determined by a reputable, licensed physician who specializes in the physical or mental Incapacity in dispute. The physician shall be mutually selected by the Shareholders, whose determination shall be final and binding on the Shareholders, PROVIDED, HOWEVER, that if the Shareholders cannot agree upon such physician, such physician shall be designated by the then acting President of the New York County Medical Society, and if for any reason such President shall fail or refuse to designate such physician, such physician shall, at the request of either party, be designated by the American Arbitration Association. The Shareholder shall cooperate in all reasonable respects to enable an examination to be made by such physician. All costs associated with the determination by the physician in respect of the Shareholder's Incapacity shall be borne equally by the Shareholders. In the event that the physician determine's the presence of an Incapacity, the right to vote the Shareholder's shares shall cease if and when the physician (or another physician selected in accordance with this section, in the event the original physician is not available) determines that the condition(s) causing the Incapacity is/are no longer present. 2. TERMINATION. This Agreement shall terminate on the earlier to occur of (i) July 22, 2001 and (ii) the written agreement of the Shareholders. 3. ENTIRE AGREEMENT; MODIFICATIONS AND AMENDMENTS; ADDITION OF HOLDERS AND INVESTORS. This writing constitutes the entire agreement of the parties with respect to the subject matter hereof and may not be modified, amended or terminated (other than in accordance with its terms) except by a written agreement specifically referring to this Agreement signed by the Shareholders. 4. WAIVERS. No waiver of any breach or default hereunder shall be considered valid unless in writing and signed by the party giving such waiver, and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or similar nature. 5. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of each party hereto, its successors and assigns. Otherwise, this Agreement shall not create any rights for the benefit of any third party. 6. LEGENDS. Each stock certificate issued after the date hereof evidencing shares of the Company's Common Stock subject to the provisions of this Agreement (including any shares issued upon a transfer, stock split, stock dividend, recapitalization, merger or other similar event) shall at all times during the term of this Agreement bear the following legend: THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF A VOTING AGREEMENT DATED AS OF JULY 22, 1996. BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING THE INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SAID VOTING AGREEMENT. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF THE COMPANY. 7. TITLES AND SUBTITLES. The section headings contained herein are for convenience only and are not intended to define or limit the contents of said sections. 8. COOPERATION. Each party hereto shall take such further action and shall execute and deliver such further documents as may be reasonably requested by any other party in order to carry out the provisions and purposes of this Agreement. 9. COUNTERPARTS. This Agreement may be executed in one or more counterparts, all of which taken together shall be deemed one original. 10. GOVERNING LAW. This Agreement and all amendments hereof shall be governed by and construed in accordance with the laws of the State of New York, disregarding any New York principles of conflicts of laws that would otherwise provide for the application of the substantive laws of another jurisdiction. -2- 11. EQUITABLE RELIEF. Without limiting the rights of each party hereto to pursue all other legal and equitable rights available to such party for any other party's failure to perform its obligations under this Agreement, each such party acknowledges and agrees that the remedy at law for any failure to perform obligations hereunder would be inadequate and all such parties shall be entitled to specific performance, injunctive relief or other equitable remedies in the event of any such failure. -3- IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. /S/ Norman J. Hoskin ------------------------------ Norman J. Hoskin /S/ Richard A. Iamunno ------------------------------ Richard A. Iamunno -4- EX-99.4 5 JOINT FILING AGREEMENT JOINT FILING AGREEMENT Each of the undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock, $.001 par value per share, of CEEE Group Corporation, dated November 18, 1996 is, and any amendments thereto signed by each of the undersigned, shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(f) of the Securities Exchange Act of 1934. Dated: November 18, 1996 /s/ Norman J. Hoskin -------------------------------------- Norman J. Hoskin THE KUNNI LEMMEL TRUST By: /s/ Hildeberto S. Defrias ----------------------------------- Hildeberto S. Defrias Trustee By: /s/ Joseph E. Wakefield ----------------------------------- Joseph E. Wakefield Trustee -----END PRIVACY-ENHANCED MESSAGE-----