AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 9th, 1998 • Kci Acquisition Corp • Motor vehicle parts & accessories • Delaware
STOCKHOLDER AGREEMENTStockholder Agreement • December 9th, 1998 • Kci Acquisition Corp • Motor vehicle parts & accessories • Delaware
EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments...Joint Filing Agreement • December 9th, 1998 • Kci Acquisition Corp • Motor vehicle parts & accessories
EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $.50 per share, of Valley Forge Corporation, and that this agreement be included as an Exhibit to such joint filing. This agreement may be executed in any number of counterparts all of which when taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned hereby execute this agreement this 9th day of December, 1998. KCI ACQUISITION CORP.
Exhibit 99(c)(8) CIBC OPPENHEIMER CORP. CIBC Oppenheimer Tower World Financial Center New York, New York 10281 August 11, 1998 MILLBROOK CAPITAL MANAGEMENT INC. 152 West 57th Street 17th Floor NY, NY 10019 Attention: Clay Lifflander President...Kci Acquisition Corp • December 9th, 1998 • Motor vehicle parts & accessories • Delaware
In connection with your consideration of the possible strategic transaction with, investment in or purchase of, Valley Forge Corporation (the "Company"), by way of merger, a sale of assets or stock or otherwise (a "Transaction"), you have requested information about the Company, including nonpublic information and trade secrets. As a condition to your being furnished with such information, you agree to treat any information that is furnished to you concerning the Company or is derived therefrom by or for you (collectively, the "Evaluation Materials"), in accordance with the provisions of this letter. The term "Evaluation Materials" does not include information which (i) was or becomes generally available to the public other than as a result of a disclosure by you or your directors, officers, employees, agents or advisors (collectively, the "Representatives"), (ii) was or becomes available to you on a non-confidential basis from a source other than the Company, or its advisors, provided
