1
Exhibit 7
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (this "Agreement") is entered into as of
April 19, 1999 among those persons listed on Schedule A attached hereto
(individually a "Seller" and collectively the "Sellers") and those persons
identified on Schedule B attached hereto (individually a "Buyer" and
collectively the "Buyers").
BACKGROUND
A. The Sellers are the owners of a total of 3,225,100 shares of Common
Stock (the "Shares") of Apria Healthcare Group, Inc., a Delaware corporation
(the "Company"), as more specifically set forth on Schedule A.
B. Relational Investors, LLC is the general partner or investment
adviser of each of the Buyers.
C. The Sellers desire to sell, and the Buyers desire to purchase, all of
the Shares upon the terms and conditions set forth in this Agreement.
NOW, THEREFORE, the parties agree as follows:
1. Basic Transaction.
(a) Purchase of Shares. Pursuant to the terms and conditions set
forth below, each Seller shall sell that number of Shares set forth opposite
such Seller's name on Schedule A, and each Buyer shall purchase that number of
Shares set forth opposite such Buyer's name on Schedule B.
(b) Purchase Price. The purchase price is $13.00 net per Share,
for a total purchase price of $41,926,300.00 for the 3,225,100 Shares.
2. Closing. The settlement date shall be April 22, 1999. Settlement will
be DVP (delivery versus payment).
3. Representations of Sellers. Each Seller, as to itself but as to no
other Seller, hereby represents, warrants and covenants to the Buyers that:
(a) Ownership. Such Seller owns its Shares free and clear of any
pledge, lien, charge, claim, security interest or other encumbrance of any kind,
nature or description. Such Seller's Shares are validly issued, fully paid and
non-assessable.
2
(b) Authority and Compliance. Such Seller has full power and
authority to transfer its Shares and has complied with or will comply with all
legal requirements, if any, in connection with the sale of its Shares. Such
transfer will not violate the rights of any third party.
(c) Information. Such Seller was fully informed and advised on
April 19, 1999 of certain information concerning the Company that may be
material and non-public, including (i) the status of certain of the Company's
financing initiatives, and (ii) the Company's preliminary first quarter 1999
results as reflected on materials disclosed by the Buyer.
4. Representations of Buyers. Each Buyer, as to itself but as to no
other Buyer, hereby represents, warrants and covenants to the Sellers that:
(a) Registration or Exemption. Such Buyer understands that if it
desires to sell the shares the Buyer will be required to sell the Shares
pursuant to a registration under the Securities Act of 1933, as amended, or an
exemption therefrom.
(b) Authority and Compliance. Such Buyer has full power and
authority to purchase its Shares and has complied with or will comply with all
legal requirements, if any, in connection with the purchase of its Shares.
5. Miscellaneous.
(a) Further Action. Each party agrees to use reasonable efforts
to take, or cause to be taken, all action and to do, or cause to be done, all
things necessary, proper or advisable to consummate and make effective the
transactions contemplated by this Agreement.
(b) Entire Agreement; Successors and Assigns. This Agreement
constitutes the entire understanding among the parties with regard to the
subjects hereof, superseding all prior understandings, agreements,
representations and negotiations, whether oral or written. The terms and
conditions of this Agreement will inure to the benefit of, and be binding upon,
the respective executors, administrators, heirs, successors and assigns of the
parties.
(c) Choice of Law. This Agreement will be interpreted and
enforced in accordance with the laws of the State of Delaware as applied to
contracts executed and performed entirely therein.
(d) Counterparts. This Agreement may be signed in any number of
counterparts and by facsimile, and when so signed and delivered will have the
same effect as if all signatures appeared on the same document.
(e) Notices. All notices required or permitted under this
Agreement must be given in writing (which may include facsimile). All notices
will be effective upon the earlier of (i) receipt (including confirmation that a
facsimile has been received) or (ii) five business days after being deposited in
the U.S. mail or two business days after being delivered to an overnight
courier,
3
in each case properly addressed as set forth on Schedule A or B (as the case may
be), as such address may be changed by proper notice to the other parties.
(f) Interpretation. All parties have been assisted by counsel in
connection with this Agreement. The normal rule of construction that any
ambiguity will be resolved against the drafting party will not be used in the
interpretation of this Agreement.
(g) Gender and Number. As the context so requires, (i) the
masculine gender will include the feminine and neuter, and vice versa, and (ii)
the singular will include the plural, and vice versa.
(h) Amendment of Agreement. This Agreement may be amended only
by a written instrument signed by all of the parties.
(i) Severability. If any provision of this Agreement or the
application of any such provision to any party is held by a court of competent
jurisdiction to be contrary to law, such provision will be deemed amended to the
minimum extent possible to comply with such law, and the remaining provisions of
this Agreement will remain in full force and effect.
(j) Attorneys' Fees. If it becomes necessary for any party to
initiate legal action or any other proceeding to enforce, defend or construe
such party's rights or obligations under this Agreement, the prevailing party
will be entitled to reasonable costs and expenses, including attorneys' fees and
costs, incurred and paid in connection with such action or proceeding.
(k) Fees and Expenses. The Sellers, on the one hand, and the
Buyers, on the other, shall each bear their own respective fees and costs in
connection with the negotiation and execution of this Agreement and the
consummation of the transactions contemplated hereby.
4
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date set forth above.
THE SELLERS:
XXXXXXX CAPITAL PARTNERS, X.X.
XXXXXXX CAPITAL PARTNERS II, L.P.
BK CAPITAL PARTNERS IV, L.P.
By: Xxxxxxx X. Xxxx & Associates,
L.P., its General Partner
By: Xxxxxxx X. Xxxx &
Associates, Inc.,
its General Partner
By: /s/ XXXXXX X. XXXXXX
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
XXXXXXX CAPITAL FUND (CAYMAN), LTD.
BCG PENSION PLAN
UNITED BROTHERHOOD OF CARPENTERS AND
JOINERS OF AMERICA LOCAL UNIONS AND
COUNCILS PENSION FUND
XXX XXXXXXXXXX PENSION TRUST FOR
SOUTHERN CALIFORNIA
THE COMMON FUND
By: Xxxxxxx X. Xxxx & Associates,
L.P., its Investment Adviser
By: Xxxxxxx X. Xxxx &
Associates, Inc., its
General Partner
By: /s/ XXXXXX X. XXXXXX
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
5
THE BUYERS:
RELATIONAL INVESTORS, L.P.
RELATIONAL FUND PARTNERS, L.P.
RELATIONAL COAST PARTNERS, L.P.
RELATIONAL PARTNERS, L.P.
By: Relational Investors, LLC
as general partner to each
By: /s/Xxxxx X. Xxxxxxxxx
-----------------------------
Xxxxx X. Xxxxxxxxx
Managing Member
XXXXX X. XXXXXXXXXX TRUST
By: Relational Investors, LLC
Its:Account Manager under that
certain Management Agreement
dated June 30, 1997
By: /s/Xxxxx X. Xxxxxxxxx
-----------------------------
Xxxxx X. Xxxxxxxxx
Managing Member
XXXXX X. XXXXXXX
By: Relational Investors, LLC
Its: Account Manager under that
certain Management Agreement
dated July 1, 1998
By: /s/Xxxxx X. Xxxxxxxxx
-----------------------------
Xxxxx X. Xxxxxxxxx
Managing Member
MARYLAND STATE RETIREMENT AGENCY
By: Relational Investors, LLC
Its: Account Manager under that
certain Management Agreement
dated December 12, 1997
By: /s/Xxxxx X. Xxxxxxxxx
-----------------------------
Xxxxx X. Xxxxxxxxx
Managing Member
6
SCHEDULE A
SELLERS
Purchase
Seller's Name and Address(1) Shares Being Sold Price
---------------------------- ----------------- -----
Class A
Xxx Xxxxxxxxxx Pension Trust for 1,111,900 $14,454,700
Southern California
Xxxxxxx Capital Partners, L.P. 1,048,100 13,625,300
The Common Fund 433,800 5,639,400
BCG Pension Plan 331,300 4,306,900
BK Capital Partners IV, L.P. 119,700 1,556,100
Xxxxxxx Capital Partners II, L.P. 87,300 1,134,900
United Brotherhood of Carpenters and 54,200 704,600
Joiners of America Local Unions and
Councils Pension Fund
Xxxxxxx Capital Fund (Cayman), Ltd. 38,800 504,400
TOTAL 3,225,100 $41,926,300
=========== ===========
--------
(1) The address for each Seller is:
c/o Xxxxxxx X. Xxxx & Associates, L.P.
000 Xxxxxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxxxx, XX 00000
Attn: General Counsel
TEL: 000-000-0000
FAX: 000-000-0000
X-0
0
XXXXXXXX X
BUYERS
Buyer's Name and Address (a) Shares Being Purchased Purchase Price
---------------------------- ---------------------- --------------
Relational Investors, LP 2,445,861 $31,796,193.00
Relational Partners, LP 269,734 3,506,542.00
Relational Coast Partners, LP 90,970 1,182,610.00
Relational Fund Partners, LP 63,409 824,317.00
Maryland State Retirement Agency 341,983 4,445,779.00
(Managed Account)
Xxxxx X. Xxxxxxxxxx Trust 12,404 161,252.00
(Managed Account)
Xxxxx X. Xxxxxxx 739 9,607.00
--------- --------------
(Managed Account)
Total 3,225,100 $41,926,300.00
========= ==============
Address:
-----------------------------------------
For all Buyers the address is as follows:
c/o Relational Investors LLC
0000 Xx Xxxxx Xxxxxxx Xxxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
B-1
