-----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, JbCCh+TABOQzQWByq1drF58jintxSG+3qRuXEwj0qEH16KDghtP9MUXhSwEmHpxq RnAalYLJgbnao7nP+anwGQ== 0000889812-98-002920.txt : 19981217 0000889812-98-002920.hdr.sgml : 19981217 ACCESSION NUMBER: 0000889812-98-002920 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981216 GROUP MEMBERS: HILLTOP PARTNERS, L.P. GROUP MEMBERS: LAIFER CAPITAL MANAGMENT INC GROUP MEMBERS: LANCE LAIFER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FLORAFAX INTERNATIONAL INC CENTRAL INDEX KEY: 0000037525 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 410719035 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-30476 FILM NUMBER: 98770462 BUSINESS ADDRESS: STREET 1: 8075 20TH STREET CITY: VERO BEACH STATE: FL ZIP: 32966 BUSINESS PHONE: 5615630263 MAIL ADDRESS: STREET 1: 8075 20TH STREET CITY: VERO BEACH STATE: FL ZIP: 32966 FORMER COMPANY: FORMER CONFORMED NAME: SPOTTS FLORAFAX CORP DATE OF NAME CHANGE: 19740924 FORMER COMPANY: FORMER CONFORMED NAME: SPOTTS CORP DATE OF NAME CHANGE: 19671205 FORMER COMPANY: FORMER CONFORMED NAME: SPOTTS MAILING CORP DATE OF NAME CHANGE: 19671205 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LAIFER CAPITAL MANAGMENT INC CENTRAL INDEX KEY: 0000901103 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 114 WEST 47TH STREET CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-921-4139 MAIL ADDRESS: STREET 1: 114 WEST 47TH STREET 26TH FLOOR STREET 2: 114 WEST 47TH STREET 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: LAIFER INC DATE OF NAME CHANGE: 19930419 SC 13D/A 1 AMENDMENT NO. 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* Florafax International, Inc. ---------------------------- (Name of Issuer) Common Stock ---------------------------- (Title of Class of Securities) 33982510 ---------------------------- (CUSIP Number) Mr. Lance Laifer With a copy to: Laifer Capital Management, Inc. Gerald Adler, Esq. Hilltop Partners, L.P. Shereff, Friedman, Hoffman & Goodman, LLP 45 West 45th Street 919 Third Avenue New York, New York 10036 New York, New York 10022 (212) 921-4139 (212) 758-9500 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 13, 1998 ---------------------------------------- (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 statement because of Rule 13d-1(b) (3) or (4), check the following: [ ]. 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 would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 33982510 Page 2 of 9 Pages -------- ------- -------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Hilltop Partners, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 1,156,829 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 0 REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 1,156,829 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,156,829 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.6% 14 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP No. 33982510 Page 3 of 9 Pages -------- ------- --------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Laifer Capital Management, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 1,424,129 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 0 REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 1,424,129 10 SHARED DISPOSITIVE POWER 648,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,072,129 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 26.1% 14 TYPE OF REPORTING PERSON* CO, IA *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP No. 33982510 Page 4 of 9 Pages -------- ------- --------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lance Laifer 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 1,424,129 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 0 REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 1,424,129 10 SHARED DISPOSITIVE POWER 648,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,072,129 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 26.1% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Amendment No. 5 to Schedule 13D Florafax International, Inc. This Amendment No. 5 to the Statement on Schedule 13D (as defined below) amends and supplements the Statement on Schedule 13D filed September 13, 1996 (the "Schedule 13D"), Amendment No. 1 to the Schedule 13D filed November 27, 1996, Amendment No. 2 to the Schedule 13D filed February 26, 1997, Amendment No. 3 to the Schedule 13D filed April 21, 1997 and Amendment No. 4 to the Schedule 13D filed May 22, 1997, each filed by Hilltop Partners, L.P., Laifer Capital Management, Inc. and Lance Laifer (collectively, the "Reporting Persons") relating to the common stock (the "Common Stock") of Florafax International, Inc. (the "Issuer"). Capitalized terms used herein and not defined herein shall have the meaning assigned thereto in the Schedule 13D. The address of the Issuer is 8075 20th Street, Vero Beach, Florida 32966. Item 5. Interest in Securities of Issuer. Item 5 is amended and restated in its entirety to read as follows: (a) Hilltop is the beneficial owner of 1,156,829 shares (14.6%) of Common Stock. Laifer Capital Management, Inc. is the beneficial owner of 2,072,129 shares (26.1%) of Common Stock. The 2,072,129 shares of Common Stock beneficially owned by Laifer Capital Management, Inc. includes: (i) 1,156,829 shares of Common Stock beneficially owned by Laifer Capital Management, Inc. in its capacity as General Partner and Investment Advisor to Hilltop, which shares have been described in the previous paragraph; and (ii) 915,300 shares of Common Stock beneficially owned by Laifer Capital Management, Inc. in its capacity as Investment Advisor to various other clients. These clients include: (a) Wolfson, with an address at One State Street Plaza, New York, New York 10004-1505, and (b) Offshore, a Cayman Islands company, with an address c/o Consolidated Fund Management Limited, P.O. Box HM 2257, Par La Ville Place, 14 Par La Ville Road, Hamilton HMJX, Bermuda (collectively, the "Clients"). Lance Laifer, as president, sole director and principal stockholder of Laifer Capital Management, Inc., is deemed to have the same beneficial ownership as Laifer Capital Management, Inc. The number of shares beneficially owned by the Reporting Persons and the percentage of outstanding shares represented thereby have been computed in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. As of October 7, 1998 there were Page 5 7,929,223 shares of Common Stock of the Issuer outstanding as reported in the Issuer's Annual Report on Form 10K/SB for the period ended August 31, 1998. (b) Hilltop has the sole power (i) to vote or to direct the voting of and (ii) to dispose and to direct the disposition of the 1,156,829 shares of Common Stock beneficially owned by it. Hilltop's power to vote and dispose of its shares rests with Laifer Capital Management, Inc., in its capacity as the General Partner of Hilltop. Laifer Capital Management, Inc. has the sole power (i) to vote and to direct the voting of and (ii) to dispose and direct the disposition of the 1,156,829 shares of Common Stock beneficially owned by it in its capacity as the General Partner of Hilltop. Laifer Capital Management, Inc. (i) has sole power to vote and to direct the voting and to dispose and direct the disposition of 267,300 shares of Common Stock owned by Offshore and (ii) has the power to dispose and direct the disposition of 648,000 shares of Common Stock owned by Laifer Capital Management, Inc. in its capacity as Investment Advisor to Wolfson. Wolfson retains the sole power to vote and to direct the voting of the shares of Common Stock owned by it. (c) All transactions in the Common Stock effected by the Reporting Persons in the last sixty days are set forth in Annex A hereto and are incorporated herein by reference. All such transactions were effected in the open market. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. On December 13, 1998 the Reporting Persons entered into a voting agreement and proxy with Gerald Stevens, Inc. and certain other stockholders pursuant to which the Reporting Persons granted an irrevocable proxy to Gerald Stevens, Inc. in connection with certain matters to be acted upon at the meeting(s) of the stockholders of the Issuer to be held for the purpose of approving the merger of a wholly-owned subsidiary of the Issuer with and into Gerald Stevens, Inc. Item 7. Material to be Filed as Exhibits. (a) Voting Agreement and Proxy dated as of December 8, 1998. Page 6 Dated: December 15, 1998 HILLTOP PARTNERS, L.P. By: LAIFER CAPITAL MANAGEMENT, INC., as General Partner By: /s/ Lance Laifer --------------------- Lance Laifer President LAIFER CAPITAL MANAGEMENT, INC. By: /s/ Lance Laifer --------------------- Lance Laifer President /s/ Lance Laifer --------------------- Lance Laifer Page 7 Annex A
Laifer Hilltop Wolfson Offshore Date Price Commission # Shares # Shares # Shares # Shares 10/09/98 /1/ $4.375 $0.02 260,000 0 260,600 0 10/09/98 /2/ 4.375 0.02 260,000 0 260,600 0
- -------- /1/ Purchase. /2/ Sale. Page 8 EX-99.A 2 VOTING AGREEMENT AND PROXY EXHIBIT A VOTING AGREEMENT AND PROXY This VOTING AGREEMENT, dated as of December 9, 1998 (this "AGREEMENT"), by and between the parties listed on Appendix A hereto (collectively, the "STOCKHOLDERS") and GERALD STEVENS, INC., a Delaware corporation ("GSI"). WHEREAS, GSI, Florafax International, Inc., a Delaware corporation ("RED CANNON"), and Red Cannon Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Red Cannon, propose to enter into an Agreement and Plan of Merger (as amended from time to time, the "MERGER AGREEMENT"), pursuant to which Merger Sub is to be merged with and into GSI (the "MERGER"), with GSI continuing as the surviving corporation and a wholly-owned subsidiary of Red Cannon; WHEREAS, as of the date hereof, the Stockholders own 4,965,946 shares of Red Cannon common stock, par value $.01 per share ("RED CANNON COMMON STOCK"), which represent in the aggregate approximately 62% of the total issued and outstanding Red Cannon Common Stock (53% on a fully-diluted basis); and WHEREAS, as a condition to the willingness of GSI to enter into the Merger Agreement, GSI has required that the Stockholders agree, and in order to induce GSI to enter into the Merger Agreement, the Stockholders have agreed, to enter into this Agreement with respect to all the shares of Red Cannon Common Stock now owned and which may hereafter be acquired by the Stockholders (the "SHARES") and any other securities, if any, which the Stockholders are entitled to vote at any meeting of stockholders of Red Cannon (the "OTHER SECURITIES"). NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereto hereby agree as follows: ARTICLE I PROXY OF THE STOCKHOLDERS SECTION 1.01. VOTING AGREEMENT. Each Stockholder hereby agrees that during the time this Agreement is in effect, at any meeting of the stockholders of Red Cannon, however called, and in any action by consent of the stockholders of Red Cannon, each of the Stockholders shall vote the Shares and the Other Securities: (a) in favor of the issuance of Red Cannon Common Stock pursuant to the Merger and the other transactions contemplated by the Merger Agreement; (b) for an amendment to the Certificate of Incorporation of Red Cannon to increase in the number of authorized shares of Common Stock and to change the name of Red Cannon to "Gerald Stevens, Inc." as contemplated in the Merger Agreement; (c) for the election of new directors to the Board - 1 - of Directors of Red Cannon as contemplated by the Merger Agreement; and (d) against any other corporate action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Red Cannon under the Merger Agreement or that could result in any of the conditions to Red Cannon's obligations under the Merger Agreement not being fulfilled, including, without limitation, any proposal with respect to approving a Competing Transaction (as defined in the Merger Agreement). Each Stockholder acknowledges receipt and review of a copy of the Merger Agreement. SECTION 1.02. IRREVOCABLE PROXY. Each Stockholder hereby irrevocably appoints GSI, until termination of the Merger Agreement, as his or its attorney and proxy pursuant to the provisions of Section 212(c) of the General Corporation Law of the State of Delaware, with full power of substitution, to vote and otherwise act (by written consent or otherwise) with respect to the Shares and the Other Securities, which such Stockholder is entitled to vote at any meeting of stockholders of Red Cannon (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, on the matters and in the manner specified in Section 1.01 hereof. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. The Stockholders hereby revoke all other proxies and powers of attorney with respect to the Shares and the Other Securities which they may have heretofore appointed or granted, and no subsequent proxy or power of attorney shall be given or written consent executed (and if given or executed, shall not be effective) by the Stockholders with respect to the matters specified in Section 1.01 hereof. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of any Stockholder which is a natural person and any obligation of any Stockholder under this Agreement shall be binding upon the heirs, personal representatives and successors of such Stockholder. ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS Each Stockholder hereby represents and warrants, severally but not jointly, to GSI as follows: SECTION 2.01. AUTHORITY RELATIVE TO THIS AGREEMENT. Each Stockholder has all necessary power and authority to execute and deliver this Agreement, to perform his or its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by such Stockholder and constitutes a legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms. SECTION 2.02. NO CONFLICT. (a) The execution and delivery of this Agreement by such Stockholder do not, and the performance of this Agreement by such Stockholder shall not, (i) conflict with or violate any federal, state or local law, statute, ordinance, rule, regulation, order, judgment or decree applicable to such Stockholder or by which the Shares or the Other Securities owned by such Stockholder are bound or affected or (ii) result in any breach of or constitute a default - 2 - (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the Shares or the Other Securities owned by such Stockholder pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or the Shares or Other Securities owned by such Stockholder are bound or affected. (b) The execution and delivery of this Agreement by such Stockholder do not, and the performance of this Agreement by such Stockholder shall not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority (as such term is defined in the Merger Agreement) except for applicable requirements, if any, of the Securities Exchange Act of 1934, as amended, or the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. SECTION 2.03. TITLE TO THE SHARES. As of the date hereof, each Stockholder is the record and beneficial owner of the number of shares of Red Cannon Common Stock set forth opposite such Stockholder's name on Appendix A hereto, which shares of Red Cannon Common Stock represent on the date hereof the percentage of the total outstanding shares of Red Cannon Common Stock set forth on such Appendix. Such Shares are all the securities of the Company owned, either of record or beneficially, by such Stockholder. Except as set forth on Appendix A, such Shares are owned free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on such Stockholder's voting rights, charges and other encumbrances of any nature whatsoever. Except as provided in this Agreement, no Stockholder has appointed or granted any proxy, which appointment or grant is still effective, with respect to the Shares or Other Securities owned by such Stockholder. ARTICLE III COVENANTS OF THE STOCKHOLDERS SECTION 3.01. NO DISPOSITION OR ENCUMBRANCE OF SHARES. Each Stockholder hereby covenants and agrees that, except as contemplated by this Agreement, such Stockholder shall not offer or agree to sell, transfer, tender, assign, hypothecate or otherwise dispose of, grant a proxy or power of attorney with respect to, or create or permit to exist any security interest, lien, claim, pledge, option, right of first refusal, agreement, limitation on any Stockholder's voting rights, charge or other encumbrance of any nature whatsoever with respect to the Shares or, directly or indirectly, initiate, solicit or encourage, any person to take actions which could reasonably be expected to lead to the occurrence of any of the foregoing. SECTION 3.02. NO SOLICITATION OF COMPETING TRANSACTIONS. Each Stockholder hereby agrees, jointly and severally, to be bound and to comply with the obligations of Red Cannon - 3 - set forth in Section 6.2 of the Merger Agreement as if such obligations were set forth in their entirety in this Section 3.02 as obligations of such Stockholder. ARTICLE IV MISCELLANEOUS SECTION 4.01. TERMINATION. This Agreement shall terminate upon the termination of the Merger Agreement in accordance with its terms. SECTION 4.02. FURTHER ASSURANCES. Each Stockholder and GSI will execute and deliver all such further documents and instruments and take all such further action as may be necessary in order to consummate the transactions contemplated hereby. SECTION 4.03. SPECIFIC PERFORMANCE. The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or in equity. SECTION 4.04. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between GSI and the Stockholders with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, between GSI and the Stockholders with respect to the subject matter hereof. SECTION 4.05. AMENDMENT. This Agreement may not be amended except by an instrument in writing signed by the parties hereto. SECTION 4.06. SEVERABILITY. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of this Agreement is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the terms of this Agreement remain as originally contemplated to the fullest extent possible. SECTION 4.07. GOVERNING LAW. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed in that State. SECTION 4.08. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. - 4 - IN WITNESS WHEREOF, each Stockholder has duly executed this Agreement as of the date first above written. HILLTOP PARTNERS L.P. By: LAIFER CAPITAL MANAGEMENT, INC. as General Partner By: -------------------------- Lance Laifer, President HILLTOP OFFSHORE, LTD. By: LAIFER CAPITAL MANAGEMENT, INC. as General Partner By: ---------------------------- Lance Laifer, President CHESED CONGREGATIONS OF AMERICA By: --------------------------------- Jacob Saifer, President UNITED CONGREGATION MESORAH By: --------------------------------- Alisa Safier, Secretary THE WOLFSON GRANDCHILDREN TRUST By: --------------------------------- Biniamina Amoyelle, Trustee THE WOLFSON FAMILY TRUST By: --------------------------------- Biniamina Amoyelle, Trustee F/B/O ZEV WOLFSON, IRA By: --------------------------------- Zev Wolfson - 5 - ------------------------------------------------- ANDREW W. WILLIAMS, individually, as custodian on behalf of Theodore J. Williams, and jointly with his spouse, Robin W. Williams ------------------------------------------------- ROBIN W. WILLIAMS, individually, jointly with her spouse, Andrew W. Williams, as trustee of the Robin W. Williams Family Trust, and as custodian for the benefit of Andrew W. Williams, Jr., Mark F. Williams and Theodore Williams EQUITY RESOURCE GROUP OF INDIAN RIVER COUNTY, INC. By: --------------------------------------------- Andrew W. Williams President CONFIDENTIAL INVESTMENT SERVICES, INC. By: --------------------------------------------- Andrew W. Williams President ------------------------------------------------ KENNETH G. PUTTICK, individually and on behalf of PUTTICK ENTERPRISES ------------------------------------------------ S. Oden Howell, Jr. - 6 - ---------------------------- T. Craig Benson ---------------------------- James H. West ---------------------------- William E. Mercer ---------------------------- Kelly S. Mcmakin -----END PRIVACY-ENHANCED MESSAGE-----