SECURITIES PURCHASE AGREEMENT betweenSecurities Purchase Agreement • June 18th, 1997 • FMCC Acquisition Corp • Security brokers, dealers & flotation companies • New York
OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK OF FIRST OF MICHIGAN CAPITAL CORPORATION AT $15.00 NET PER SHARE BY FMCC ACQUISITION CORP. AN INDIRECT WHOLLY OWNED SUBSIDIARY OF FAHNESTOCK VINER HOLDINGS INC.FMCC Acquisition Corp • June 18th, 1997 • Security brokers, dealers & flotation companies
June 25, 1997 1888 Limited Partnership c/o Day, Berry & Howard One Canterbury Green Stamford, CT 06091 Attn: William H. Cuddy, Esq. DST Systems, Inc. 1055 Broadway Kansas City, MO 64105 Re: Board of Directors of First of Michigan Capital Corporation...FMCC Acquisition Corp • July 1st, 1997 • Security brokers, dealers & flotation companies
June 17, 1997 First of Michigan Capital Corporation 1888 Limited Partnership DST Systems, Inc. Reference is made to that certain Tender Offer Agreement dated as of June 11, 1997 (the "Tender Offer Agreement"), among us and you. Capitalized terms used...FMCC Acquisition Corp • June 18th, 1997 • Security brokers, dealers & flotation companies
July 15, 1997 1888 Limited Partnership DST Systems, Inc. The Bank of New York, as Escrow Agent The Bank of New York, as Depositary Reference is made to: (1) that certain Securities Purchase Agreement dated as of June 11, 1997 (the "Purchase...FMCC Acquisition Corp • July 17th, 1997 • Security brokers, dealers & flotation companies
ARTICLE I THE OFFERTender Offer Agreement • June 18th, 1997 • FMCC Acquisition Corp • Security brokers, dealers & flotation companies • New York
SELLERS" ESCROW AGREEMENT "SELLERS" ESCROW AGREEMENT dated as of June 11, 1997, among each of the Sellers identified under the caption "Sellers" on the signature pages hereto (individually, a "Seller" and collectively, "Sellers"), FMCC Acquisition...Sellers" Escrow Agreement • June 18th, 1997 • FMCC Acquisition Corp • Security brokers, dealers & flotation companies • New York
WITNESSETHConfidential Disclosure and Standstill Agreement • July 1st, 1997 • FMCC Acquisition Corp • Security brokers, dealers & flotation companies • Delaware
TENDER" ESCROW AGREEMENT "TENDER" ESCROW AGREEMENT dated as of June 11, 1997, among First of Michigan Capital Corporation, a Delaware corporation (the "Company"), FMCC Acquisition Corp., a Delaware corporation ("Buyer"), and The Bank of New York, as...Tender" Escrow Agreement • June 18th, 1997 • FMCC Acquisition Corp • Security brokers, dealers & flotation companies • New York
EXHIBIT (C)5 MEMORANDUM OF UNDERSTANDING ---------------------------FMCC Acquisition Corp • June 18th, 1997 • Security brokers, dealers & flotation companies
This Memorandum of Understanding is intended to confirm our understanding regarding the terms of a transaction (the "Transaction") being considered by FMCC Acquisition Corp. or an entity to be formed by Fahnestock & Co., Inc. (the "Buyer"), First of Michigan Capital Corporation (the "Company"), DST Systems, Inc. and 1988 Limited Partnership (collectively, the "Sellers") involving the Buyer's possible acquisition of all of the issued and outstanding shares of common stock, par value $.10 per share (the "Common Stock"), of the Company by purchasing shares of Common Stock owned by the Sellers and, pursuant to a tender offer and/or a merger, shares of Common Stock held by the other shareholders.
June 25, 1997 First of Michigan Capital Corporation 100 Renaissance Center 26th Floor Detroit, Michigan 48243 Attn: Chairman 1888 Limited Partnership c/o Day, Berry & Howard One Canterbury Green Stamford, CT 06091 DST Systems, Inc. 1055 Broadway...FMCC Acquisition Corp • July 1st, 1997 • Security brokers, dealers & flotation companies
July 15, 1997 1888 Limited Partnership DST Systems, Inc. The Bank of New York, as Escrow Agent Reference is made to that certain "Sellers" Escrow Agreement dated as of June 11, 1997 ("Escrow Agreement"), among Sellers, Buyer and the Escrow Agent....FMCC Acquisition Corp • July 17th, 1997 • Security brokers, dealers & flotation companies
