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| As Of | Filer | Doc Filing¹ | For·On·As | Docs:Size | Issuer | | Filing Agent | |
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4/17/00 Smith Michael R SC 13D 4:259K Wilhelmina International, Inc. Kelly Hart & Hallman/FA
Michael R. Smith³
Smith Michael R³
1: SC 13D Billing Concepts Corp. Schedule 13D -- 4± pages: 7K| SC 13D | 1st Page of 4 | Smith Michael R - SC 13D - re: Wilhelmina International, Inc. | Just 1st (New) | (CUSIP Number)
Michael R. Smith
5302 Avenue Q | | SC 13D | 2nd Page of 4 | Smith Michael R - SC 13D - re: Wilhelmina International, Inc. | Just 2nd (New) | I.R.S. identification no. of above person (entities only):
Michael R. Smith
| | SC 13D | 3rd Page of 4 | Smith Michael R - SC 13D - re: Wilhelmina International, Inc. | Just 3rd (New) | Item 2. Identity and Background.
The Statement is being filed by Michael R. Smith (the "Reporting Person"),
whose business address is 5302 Avenue Q, Lubbock, Texas 79412. During the last |
Exhibit 99.2 -- Indemnity Stock Escrow and Pledge Agreement, dated April 4,
2000, by and among Billing Concepts Corp., Michael R. Smith, J. Kirk Smith and
U.S. Trust Company of Texas, N.A., as escrow agent (filed herewith) | | SC 13D | 4th Page of 4 | Smith Michael R - SC 13D - re: Wilhelmina International, Inc. | Just 4th (New) | Date: April 17, 2000
/s/ Michael R. Smith
Michael R. Smith
|
2: EX-2.1 Plan of Reorganization, Merger and Acquisition Agreement, and
Amendment No. 1 to Plan -- 74± pages: 218K| EX-2.1 | 1st Page of 74± | Smith Michael R - SC 13D - re: Wilhelmina International, Inc. | No Page-Breaks | Line 339:
Seller, necessary or desirable to permit the Business to be carried on in the
manner as is presently conducted (except for certain art work, decorations and
similar personal property items of James Kirk Smith and Michael R. Smith (which
are not included on the Financial Statements), located at Seller's headquarters | Line 468:
2.8(c).
1.29 "Escrow Stockholders" shall mean Michael R. Smith and James Kirk
Smith. | Line 2,551:
Assignment") as contemplated by Section 10.5;
(o) Michael R. Smith and James Kirk Smith shall have each entered
into an employment agreement substantially in the forms attached hereto as | Line 2,707:
assignment shall be set forth as Exhibit B hereto, and recordation thereof shall
be at the sole discretion of Purchaser. In addition, any employee of the Seller,
including without limitation Michael R. Smith, will execute an assignment to
Seller and Purchaser of his right, title and interest in and to Intellectual | Line 3,096:
employment under the Employment Agreement to be executed at Closing, as to James
Kirk Smith, or (b) two years from termination of employment under the Employment
Agreement to be executed at Closing, as to Michael R. Smith, such Escrow
Stockholder shall not, and such Escrow Stockholder shall cause his Associates, | Line 3,110:
business of the BCC Parties, so long as such Escrow Stockholder, his Associates,
Affiliates and representatives do not participate in any way in the management,
operation or control of such entity, or (b) Michael R. Smith from accepting
employment during the period of non-competition as long as he obtains the | Line 3,335:
(b) In the event Stockholder Representative dies, becomes legally
incapacitated or resigns Michael R. Smith shall fill such vacancy and be deemed
Stockholder Representative for all purposes; however, no change of the | Line 3,623:
OPERATOR SERVICE COMPANY
By:_/s/ Michael R. Smith_________
Name:__Michael R. Smith
Title:___CEO__________________ | Line 3,629:
STOCKHOLDERS:
/s/ Michael R. Smith
Michael R. Smith
| Line 3,644:
Harriet M. Austin
/s/ Michael D. Starcher
Michael D. Starcher
| Line 3,847:
"10.5 Intellectual Property Assignment. Any employee of the
Seller, including without limitation Michael R. Smith, will execute
an assignment to Seller and Surviving Corporation of his right, title | Line 3,919:
STOCKHOLDERS:
/s/ Michael R. Smith
Michael R. Smith
| Line 3,998:
Mark G. Smitherman
/s/ Michael D. Starcher
Michael D. Starcher
|
3: EX-99.1 Earnout Stock Escrow and Pledge Agreement -- 7± pages: 17K | EX-99.1 | 1st Page of 7± | Smith Michael R - SC 13D - re: Wilhelmina International, Inc. | No Page-Breaks | Line 179:
Chairman/Chief Executive Officer and Chief Financial Officer both resign or are
both terminated from employment or (d) termination of employment of either James
Kirk Smith or Michael R. Smith by his respective employer other than "for cause"
under the employment agreements to be executed as of the Effective Date. If a | Line 283:
PLEDGORS:
Michael R. Smith James Kirk Smith
| Line 311:
Eric Justin Smith
Michael D. Starcher Jenny A. Starcher
| Line 333:
LIST OF PLEDGORS PRO RATA SHARE
Michael R. Smith 461,398 -
60.000% | Line 388:
Mark G. Smitherman 90 - 0.012%
Michael D. & Jenny A. Starcher 10,746- .397%
|
4: EX-99.2 Indemnity Stock Escrow and Pledge Agreement -- 5± pages: 16K | EX-99.2 | 1st Page of 5± | Smith Michael R - SC 13D - re: Wilhelmina International, Inc. | No Page-Breaks | Line 276:
PLEDGORS:
Michael R. Smith
| Line 302:
LIST OF PLEDGORS PRO RATA SHARE
Michael R. Smith 369,258 shares - 80.0%
James Kirk Smith 92,315 shares - 20.0% |
| ____________ | | ¹ | Filing/Form and Document/Exhibit Types: -D | | SC 13D | Statement of Acquisition of Beneficial Ownership by an “Active” Investor — Schedule 13D. | | EX-2 | Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession. | | EX-99 | Miscellaneous Exhibit. | | ³ | Group Member: A Registrant or non-Registrant party to this Filing made by a Group. |
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