SECURITIES PURCHASE AGREEMENT betweenSecurities Purchase Agreement • July 1st, 1997 • First of Michigan Capital 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.First of Michigan Capital Corp • July 1st, 1997 • Security brokers, dealers & flotation companies
ARTICLE I THE OFFERTender Offer Agreement • July 1st, 1997 • First of Michigan Capital 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 • July 1st, 1997 • First of Michigan Capital Corp • Security brokers, dealers & flotation companies • New York
WITNESSETHConfidential Disclosure and Standstill Agreement • July 1st, 1997 • First of Michigan Capital 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 • July 1st, 1997 • First of Michigan Capital Corp • Security brokers, dealers & flotation companies • New York
1 EXHIBIT (10)-(viii) EMPLOYMENT AGREEMENT This is an agreement by and between First of Michigan Corporation (the "Corporation") and Charles Roberts (the "Employee") entered into this twenty-sixth day of July 1994 and is to confirm the understanding...Employment Agreement • December 23rd, 1996 • First of Michigan Capital Corp • Security brokers, dealers & flotation companies • Michigan
June 13, 1997 The Board of Directors First of Michigan Capital Corporation 100 Renaissance Center 26th Floor Detroit, MI 48243 Gentlemen: This letter (the 'Agreement') confirms the basis of engagement between the First of Michigan Capital Corporation...First of Michigan Capital Corp • July 1st, 1997 • Security brokers, dealers & flotation companies
The Board of Directors First of Michigan Capital Corporation 100 Renaissance Center 26th Floor Detroit, MI 48243 Gentlemen: This letter (the 'Agreement') confirms the basis of engagement between the First of Michigan Capital Corporation (the 'Company') on behalf of the Board of Directors and Duff & Phelps, LLC ('Duff & Phelps') for financial advisory services. The terms of the engagement are as follows: 1. The Board of Directors has been advised of a tender offer (the 'Tender Offer') from Fahnestock Viner Holdings, Inc. to be made to the stockholders of the Company. The terms of the Tender Offer include the purchase of all outstanding shares of the Company at a price of $15.00 per share payable in cash. Holders of approximately 53% of the common stock (on a fully diluted basis) have agreed to sell their shares and have placed them in escrow. The Board of Directors engages Duff & Phelps as an independent financial advisor to determine whether the terms of the Tender Offer are fair to th
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...First of Michigan Capital 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...First of Michigan Capital Corp • July 1st, 1997 • Security brokers, dealers & flotation companies
EXHIBIT (c)(6) MEMORANDUM OF UNDERSTANDING ---------------------------First of Michigan Capital Corp • July 1st, 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.
1 [FIRST OF MICHIGAN CAPITAL CORPORATION LETTERHEAD] EXHIBIT (10)-(ix) PERSONAL AND CONFIDENTIAL November 15, 1996 VIA TELECOPY Mr. Kenneth C. Eich President First of Michigan Corporation 100 Renaissance Center Detroit, MI 48243 Dear Ken: This letter...First of Michigan Capital Corp • December 23rd, 1996 • Security brokers, dealers & flotation companies
FMCC ACQUISITION CORP. c/o Fahnestock & Co. Inc. 110 Wall Street (9th Floor) New York, NY 10005 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...First of Michigan Capital Corp • July 29th, 1997 • Security brokers, dealers & flotation companies
FMCC ACQUISITION CORP. c/o Fahnestock & Co. Inc. 110 Wall Street (9th Floor) New York, NY 10005 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:...First of Michigan Capital Corp • July 29th, 1997 • Security brokers, dealers & flotation companies
INDEMNIFICATION AGREEMENT This indemnity is made part of an agreement dated June 13, 1997 (the 'Agreement'), by and between Duff & Phelps, LLC and First of Michigan Capital Corporation (the 'Company') for financial valuation services to be rendered by...Indemnification Agreement • July 1st, 1997 • First of Michigan Capital Corp • Security brokers, dealers & flotation companies
This indemnity is made part of an agreement dated June 13, 1997 (the 'Agreement'), by and between Duff & Phelps, LLC and First of Michigan Capital Corporation (the 'Company') for financial valuation services to be rendered by Duff & Phelps, LLC in connection with the Tender Offer described in the Agreement. A. Indemnification. To the fullest extent lawful, the Company will promptly, upon demand, indemnify and hold harmless Duff & Phelps, LLC and their affiliates (collectively, 'D&P'), and each director, officer, employee, agent, shareholder and controlling person of D&P (any or all of the foregoing hereinafter referred to as an 'Indemnified Person'), from and against all losses, claims, damages, expenses, costs and liabilities (joint or several), including amounts paid in reasonable settlement (collectively, 'Losses'), resulting directly or indirectly from any threatened or pending investigation, action, claim, proceeding or dispute, including securityholder actions (collectively, a 'C
