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EXHIBIT 8(b)
AMENDMENT TO REORGANIZATION PLAN AND AGREEMENT
WHEREAS: A PLAN AND AGREEMENT dated as of May 26, 1999 has been executed
by an among Innovation International, Inc., a Delaware corporation ("INNO"),
Austin Asset Management Corporation, a Nevada corporation organized by INNO
("AUSTIN"), Austin Funding Corporation, a Texas corporation ("AFC"), and the
eleven (11) individual owners of AFC ("the Owners"); and
WHEREAS: Article One of said agreement provides as shown between quotation
marks, immediately below:
1. "ACQUISITION OF AFC BY AUSTIN. Prior to the Closing Date defined herein,
INNO shall distribute or cause AUSTIN to distribute 1,600,000 shares of the
$.001 par value Common Stock of AUSTIN to the Shareholders in the ratio of One
(1) AUSTIN share for each Twenty five (25) INNO shares owned, said distribution
to be done as a Stock Dividend-in-Kind. On the Closing Date AUSTIN shall issue
and deliver to the OWNERS the consideration described below in exchange for
100% of the stock in AFC owned by them; and then AFC shall become a wholly
owned subsidiary of AUSTIN", and
WHEREAS: the parties executing this amendment have agreed that Article One
shall be and is hereby amended by adding the underscored provisions to the
otherwise unchanged language:
1. ACQUISITION OF AFC BY AUSTIN. Prior to the Closing Date defined
herein, INNO shall declare a stock dividend, payable to all
shareholders of Inno, pro-rata, in shares of AUSTIN Common Stock.
Notice of said dividend shall be given to all shareholders by mail as
of the date hereof in accordance with Exhibit A hereto. The payment
date for said dividend shall be within 30 days hereof or as soon as
practicable following the closing date and shall be postponed only to
accommodate the preparation of a Form 10SB and a Disclosure Statement
required by the SEC to be distributed to shareholders at the time the
stock is physically delivered to them. Nothing herein contained shall
diminish the obligations set forth herein pursuant to which INNO shall
distribute or cause AUSTIN to distribute 1,600,000 shares of the $.001
par value Common Stock of
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AUSTIN to the Shareholders in the ratio of One (1) AUSTIN share for
each Twenty five (25) INNO shares owned, said distribution to be done
as a Stock Dividend-in-Kind. On the Closing Date, AUSTIN shall issue
and deliver to the OWNERS the consideration described below in exchange
for 100% of the stock in AFC owned by them; and then AFC shall become a
wholly owned subsidiary of AUSTIN.
IN WITNESS WHEREOF, the parties have executed this Amendment on this
12th day of June 1999.
INNOVATION INTERNATIONAL, INC.
Attest:
/s/ [ILLEGIBLE] /s/ XXXXX X. XXXXXX
---------------------------- ---------------------------------------
Assistant Secretary Xxxxx X. Xxxxxx, President
AUSTIN ASSET MANAGEMENT CORPORATION
Attest:
/s/ [ILLEGIBLE] /s/ XXXXX X. XXXXXX
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Secretary Xxxxx X. Xxxxxx, President
AUSTIN FUNDING CORPORATION
/s/ XXXXX X. XXXXXXXX
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Xxxxx X. XxXxxxxx, President
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INNOVATION INTERNATIONAL, INC.
000 Xxxx Xxxxxx, Xxxxx 00
Xxxxxxxx, XX 00000
(000) 000-0000
June 14, 1999
Dear Fellow Shareholders:
While we have no revenues, no income, and no working capital with which to
encourage, develop or promote any business, we continue to seek opportunities,
which will benefit all shareholders. In connection therewith, we organize new
subsidiaries, from-time-to-time, which will become independent of Innovation as
they acquire other, unrelated, successful businesses. Coincident with any such
acquisition, we will "dividend" or spin-off the subsidiary pro-rata to all
shareholders, thereby creating for each of you an equity stake in a new and
separate company, poised to conduct operations without further reference to
Innovation.
On June 7, 1999, the Board of Directors declared a stock dividend, payable in
the common stock of our subsidiary, Austin Asset Management Corporation
("Austin"). This dividend will result in the distribution of Austin common
shares, pro-rata to all Innovation stockholders, on the basis of one (1) share
of Austin for each 25 shares of Innovation owned by you as of the record date
4/30/99. After this dividend and the acquisition described below, Austin will no
longer be an Innovation company, but rather a completely separate and
independent, shareholder-owned company.
Effective today, Austin has completed the acquisition by purchase of Austin
Funding Corporation ("AFC"), which will operate as a subsidiary of Austin. AFC
is a successful, well-managed mortgage banking company located in Austin, Texas.
The acquisition of AFC has resulted in the transfer of 92.5% of the total
outstanding common stock of Austin to the former shareholders (eleven people) of
AFC. Innovation shareholders will own 7.5% of Austin. Innovation
International, Inc. will not own any shares of Austin.
Distribution of Austin shares will be made as soon as practical after filing the
(SEC) required Form 10SB and completing a Disclosure Statement for delivery to
you with those shares, all in keeping with the SEC's requirements for the
delivery of unrestricted stock to you. Those documents will describe the
transactions in full detail and will include audited consolidated financial
statements of Austin and AFC.
Inasmuch as others now control Austin, I and all other Innovation officers and
directors have resigned from Austin, effective today. In a short time Xx. Xxxxx
X. XxXxxxxx, President of Austin Asset Management Corporation and AFC will
contact you.
YOU ARE NOT REQUIRED TO PAY ANYTHING FOR THE AUSTIN COMMON SHARES.
YOU ARE NOT REQUIRED TO SURRENDER, EXCHANGE OR RETURN ANY OF YOUR
INNOVATION SHARES.
We remaining Innovation directors intend to continue our search for the means to
restore value to your investment. If we succeed in generating future
opportunities similar to this one, we will pass through 100% of them to all
shareholders.
Sincerely,
/s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx
Chairman and President
