To: TopCat who wrote (3349 ) 6/8/1998 11:38:00 PM From: Pugs Read Replies (1) | Respond to of 6528
>>>> The agreement substantially protects the contacts and proprietary knowledge of Raabe and Boethling in this industry for a period of one year, and enforces representations made by Cayou and Skinner that Travis will attract investment capital. However, Travis can acquire a majority interest in Aggression Sports, Inc. (55%) through infusion of $100,000 in cash. The transaction can be unwound in the event that Raabe and Boethling are terminated without their consent before one year from the Effective Date of the change in management. The unwind provisions apply only to shares of Aggression Sports, Inc. issued at the first instance in exchange for shares of Travis and not to shares issued in exchange for cash or tangible assets. <<<<< >>>>> The transaction can be unwound in the event that Raabe and Boethling are terminated without their consent before one year from the Effective Date of the change in management. The unwind provisions apply only to shares of Aggression Sports, Inc. issued at the first instance in exchange for shares of Travis and not to shares issued in exchange for cash or tangible assets. <<<<< >>>> >>>>>>> Court Rejects Demands of Dissident Shareholders Removes a Cloud Over Company's Future DENVER--(BUSINESS WIRE)--May 29, 1998--On May 15, 1998, a Colorado District Court Judge rejected the demands of a small group of dissident shareholders of Travis Industries, Inc. who had demanded that the Court force the company to hold a shareholders meeting within 30 days, to limit the rights of present shareholders to participate in such meeting by ordering a record date of March 30, 1998 and otherwise to limit the ability of management to operate the company. At a hearing on the matter held on May 15, 1998, Travis' management made clear their plans to call an annual meeting of shareholders in September after the company had set an agenda, given its shareholders proper notice of the meeting and had sufficient time to prepare and deliver audited financial statements, proxy statements and an annual report to its shareholders, so shareholders could have meaningful participation in the meeting. The District Court agreed with Travis' management that the Court did not have the authority to grant the dissident shareholders' demand for an immediate meeting and to back-date the record date, and the Court rejected the dissident shareholders' other demands. The District Court ordered that the annual meeting of shareholders be held on September 1, 1998 with a record date of July 1, 1998. Pursuant to the Court's order, notice of the meeting will be accompanied by an annual report and proxy statements which comply with Federal Securities Laws. Thomas P. Raabe, Travis' newly appointed Chairman and Chief Executive Officer said he felt that the Court's decision vindicating management ''removed a significant impediment to implementing the Company's plans to make its current operations profitable and pursue various opportunities to grow the Company and enhance shareholder value. New management is excited to confront the challenges facing the Company as well as to capitalize on the opportunities we have been presented.'' <<<<<<<<< Pugs