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Exhibit 99.B
[XXXXX, XXXXXXX, XXXXXXX & XXXXXX, P.A. LETTERHEAD]
000-000-0000
April 16, 1998
Xx. Xxxxx Xxxxx
Xxxx Store Services
0000 Xxxx Xxxxxx Xxxx
Xxxxxxxxx, XX 00000-4500
Re: Dissenters Rights
Dear Xxxxx:
By this letter agreement we will confirm the understanding reached on
Tuesday, April 14, regarding the exercise of dissenters rights by Xxxxx Xxxx
Xxxxxxxx and Xxxxx Xxxxxxxx Xxxxxx. On Tuesday afternoon, we submitted to you,
on behalf of Xxxxx and Xxxxx, dissenters rights notices regarding a substantial
number of the corporations in which they own stock. However, we have agreed that
the total amount to be paid to the two of them together by reason of the
exercise of their dissenters rights will be $50,000,000.
During the next few weeks, prior to the effective date of the merger, we
will negotiate in good faith in order to resolve the number of corporations as
to which the dissenters rights will continue to be effective. In these
negotiations we will attempt to reach an agreement as to the fair value to be
assigned to these corporations in order to arrive at an appropriate combination
which would yield a total aggregate payment of $50,000,000. When we have agreed
upon the appropriate collection of companies, then the dissenters notices as to
additional companies in the "dissenters rights pool" will be withdrawn and Xxxxx
and Xxxxx will receive Xxxx, Inc. shares for those companies in accordance with
the exchange ratios previously published.
In the event we cannot reach agreement as to the values of a sufficient
number of corporations to establish a $50,000,000 combination, then those
differences would be resolved by one of two means. We would first attempt to
agree upon an arbitration process. In the unlikely event we should be unable to
agree on such a process, then Xxxxx and Xxxxx would retain their right to take
legal action in the courts of one or more states in which the companies are
incorporated in order to have the fair values established through the judicial
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Xx. Xxxxx Xxxxx
April 16, 1998
Page 9
process described in the applicable state laws. Even if we are required to go
through that process in order to resolve differences, the ultimate result would
still be a withdrawal of a sufficient number of dissenters rights notices to
arrive at a total payment of $50,000,000.
I would appreciate your confirming our basic understanding by signing and
returning to me the enclosed copy of this letter. I look forward to hearing from
you.
Very truly yours,
/s/ Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx
LDE:ff
AGREED and CONFIRMED this 16 day of April, 1998.
/s/ Xxxxx Xxxxx
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Xxxxx Xxxxx,
As attorney and officer of all
present Belk companies and Xxxx, Inc.
