SECURITIES PURCHASE AGREEMENT betweenSecurities Purchase Agreement • June 18th, 1997 • FMCC Acquisition Corp • Security brokers, dealers & flotation companies • New York
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....Escrow Agreement • July 17th, 1997 • FMCC Acquisition Corp • 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...Securities Purchase Agreement • July 17th, 1997 • FMCC Acquisition Corp • Security brokers, dealers & flotation companies
EXHIBIT (C)5 MEMORANDUM OF UNDERSTANDING ---------------------------Memorandum of Understanding • June 18th, 1997 • FMCC Acquisition Corp • 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.
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.Offer to Purchase • June 18th, 1997 • FMCC Acquisition Corp • 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...Securities Purchase Agreement • July 1st, 1997 • FMCC Acquisition Corp • Security brokers, dealers & flotation companies
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...Tender Offer Agreement • July 1st, 1997 • FMCC Acquisition Corp • Security brokers, dealers & flotation companies
WITNESSETHConfidential Disclosure and Standstill Agreement • July 1st, 1997 • FMCC Acquisition Corp • Security brokers, dealers & flotation companies • Delaware
