EXHIBIT 10.3
STOCK PURCHASE AGREEMENT
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This Agreement is made as of this 11th day of April, 1997, by and between
Indianapolis Museum of Art, Inc., an Indiana nonprofit corporation
("Indianapolis Museum"), and Central Newspapers, Inc., an Indiana corporation
(the "Company").
Recitals
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A. The Estate of Xxxx Xxxxxxxx (the "Estate") is expected to distribute
621,300 shares of the Class A common stock of the Company (the "Shares") to the
Indianapolis Museum on or before May 30, 1997.
B. The Company desires to purchase from the Indianapolis Museum and the
Indianapolis Museum desires to sell to the Company 207,100 Shares (the
"Redeemed Shares").
C. The Indianapolis Museum desires for the Company to assist the
Indianapolis Museum and the Company desires to assist the Indianapolis Museum,
in the sale and distribution of substantially all of the Indianapolis Museum 's
remaining Shares (the "Secondary Offering Shares") in an underwritten public
offering (the "Secondary Offering"), all as hereinafter more specifically
provided herein.
Agreement
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NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein and subject to and upon the terms and conditions hereinafter
set forth, it is hereby agreed as follows:
Article I
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Purchase of Redeemed Shares
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1.1. On or before May 30, 1997 (the "Closing Date"), the Indianapolis
Museum will deliver to the Company, at the Company's offices in Indianapolis,
Indiana, the certificate or certificates representing the Redeemed Shares, a
stock power duly executed in blank and such other instruments as the Company
shall deem necessary to transfer ownership of the Redeemed Shares to the
Company. The Company will deliver to the Indianapolis Museum a certified or
cashiers check or wire funds transfer in an amount equal to $10,251,450 (or
$49.50 per Redeemed Share) plus interest at the per annum rate of 5.25% from the
date hereof to, but not including, the Closing Date (the "Purchase Price").
In the event that the 621,300 Shares are not legally distributable by the
Estate on or before May 30, 1997, the Closing Date shall be extended to on or
before June 30, 1997. If the Estate cannot legally distribute the 621,300 Shares
on or before June 30, 1997, this
Agreement shall terminate and neither party shall have any obligation or
liability to the other party hereto.
1.2. The Company represents and warrants as follows:
(a) This Agreement is the valid and binding obligation of the Company,
enforceable in accordance with its terms, and the execution and performance
of this Agreement by the Company will not result in any violation of or be
in conflict with or constitute a default under any contract, agreement,
instrument, judgment, decree or other indenture to which the Company is a
party or by which the Company otherwise is bound; and
(b) No person, corporation or other entity has, nor as a result of the
transactions contemplated hereby will have, any right, interest, or valid
claim against the Indianapolis Museum , the Company or any other person,
for any commission, fee or other compensation as a finder or broker or in
any similar capacity arising out of any action taken by the Company, except
for the underwriters selected for the Secondary Offering, which commissions
and discounts (not to exceed 5%) are to be paid by the Indianapolis Museum
with respect to the Shares sold by it; and
(c) The Company's purchase of the Redeemed Shares pursuant to this
Agreement is a permissible distribution within the limits of IC 23-1-28-3
and does not violate any provisions of the Company's articles of
incorporation as amended.
Article II
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Secondary Offering
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2.1. The Company will use its best efforts to facilitate a Secondary
Offering in which the Indianapolis Museum may sell the Secondary Offering
Shares. The Secondary Offering will be managed by underwriters selected by the
Company. The Indianapolis Museum will be responsible for its own legal and/or
accounting fees incurred in connection with the Secondary Offering and for the
underwriter's discounts and commissions incurred with respect to its Secondary
Offering Shares. In addition, the Indianapolis Museum shall pay a pro rata
share (based on the total number of shares sold in the Secondary Offering) of
the NASD filing fees, printing costs, Securities and Exchange Commission filing
fees, blue sky filing fees, blue sky legal fees, and all other fees and expenses
associated with the Secondary Offering not specifically allocated to the Company
herein ("Registration Expenses").
2.2. The Company will be responsible solely for roadshow expenses, the
Company's accounting and legal fees and any transfer agent and custodian fees
(the "Company Expenses"). Except as set forth in Section 3.4 hereof, in the
event that the Indianapolis Museum withdraws its Secondary Offering Shares from
the Secondary Offering, or otherwise fails or refuses to consummate the
Secondary Offering and the registration and sale of its
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Secondary Offering Shares, the Indianapolis Museum shall be required to pay its
pro rata share of the Registration Expenses and to reimburse the Company for the
Indianapolis Museum 's pro rata share of the Company Expenses.
Article III
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Representations and Covenants of the Indianapolis Museum
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3.1. The Indianapolis Museum hereby represents and warrants as follows:
(a) As of the Closing Date, the Indianapolis Museum will be the sole
owner of the Redeemed Shares, and that each of the Redeemed
Shares will be free and clear of liens, encumbrances, claims of
others and transfer restrictions of any kind; and
(b) The Indianapolis Museum has full power and authority to sell the
Redeemed Shares to the Company in accordance with the provisions
hereof; and
(c) This Agreement is the valid and binding obligation of the
Indianapolis Museum, enforceable in accordance with its terms,
and the execution and performance of this Agreement by the
Indianapolis Museum will not result in any violation of or be in
conflict with or constitute a default under any contract,
agreement, instrument, judgment, decree or other indenture to
which the Indianapolis Museum is a party or by which the
Indianapolis Museum otherwise is bound; and
(d) No person, corporation or other entity has, nor as a result of
the transactions contemplated hereby will have, any right,
interest, or valid claim against the Indianapolis Museum, the
Company or any other person, for any commission, fee or other
compensation as a finder or broker or in any similar capacity
arising out of any action taken by the Indianapolis Museum,
except for the underwriters selected for the Secondary Offering,
which commissions and discounts (not to exceed 5%) are to be paid
by the Indianapolis Museum with respect to any Shares sold by it;
and
(e) The Indianapolis Museum has had access to all public information
it desires concerning the Company and its subsidiaries and
operations and to certain non-public information concerning the
financial position and results of operation of the Company for
the first quarter of 1997, and has had the opportunity to ask
such questions of officers of the Company as the Indianapolis
Museum has deemed necessary or appropriate in
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order to enable the Indianapolis Museum to determine whether to
authorize the sale of the Redeemed Shares and Secondary Offering
Shares on the terms herein specified. Further, the Indianapolis
Museum has received certain non-public information concerning the
Company pursuant to that certain Confidentiality Letter Agreement
dated March 31, 1997, between the Company and the Indianapolis
Museum (the "Confidentiality Agreement"). The Indianapolis Museum
acknowledges that pursuant to the Confidentiality Agreement, any
material non-public information received by the Indianapolis
Museum for this transaction must be kept in confidence in
compliance with applicable federal securities law, and the
Indianapolis Museum must refrain from trading the Company's stock
while in possession of such non-public information. The
Indianapolis Museum has reviewed all information it deems
material to making its decision to sell the Redeemed Shares and
Secondary Offering Shares hereunder.
3.2. In order to induce the Company to purchase the Redeemed Shares, the
Indianapolis Museum hereby covenants and agrees not to trade, sell, transfer,
encumber or otherwise dispose of any of its Shares, except for a sale pursuant
to the Secondary Offering, for a period commencing on the date hereof and
continuing for six (6) months following the date on which the Estate delivers
Shares to the Indianapolis Museum; provided however, if the Shares are not
legally distributable from the Estate to the Indianapolis Museum on or before
June 30, 1997, the restrictions contained in this Section 3.2 shall nevertheless
expire on December 31, 1997.
3.3. The Company hereby undertakes to use its best efforts to facilitate
the Secondary Offering, but the Indianapolis Museum understands and agrees that
there is no assurance that the Secondary Offering can be successfully completed
or at what price the Shares can be sold in the Secondary Offering. The Company
shall have no liability to the Indianapolis Museum in such events.
3.4. The Indianapolis Museum will cooperate with the Company to facilitate
the Secondary Offering and shall execute an underwriting agreement and other
documents with terms which are usual and customary for such agreements and
reasonably necessary to facilitate the Secondary Offering. In the event that
the market price of the Shares on the date of commencement of the roadshow is
less than $48 per share, the Indianapolis Museum may withdraw from the Secondary
Offering without reimbursing its pro rata share of the Company Expenses to the
Company.
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Article IV
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General
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4.1. This Agreement constitutes the entire Agreement between the parties
with respect to the subject matter hereof and supersedes and merges all prior
understandings and agreements concerning the subject matter hereof. This
Agreement may only be modified or amended in writing.
4.2. This Agreement shall be governed and construed in all respects under
the laws of the State of Indiana.
4.3. This Agreement may be executed in counterparts, each one of which
shall constitute one and the same Agreement and each one of which shall be
deemed an original.
[Rest of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
CENTRAL NEWSPAPERS, INC.
/s/ Xxxxxx X. MacGillivsay
By: ______________________________________
Xxxxxx X. MacGillivsay
Printed: _________________________________
Chief Financial Officer
Title: ___________________________________
INDIANAPOLIS MUSEUM OF ART, INC.
/s/ E. Xxxx XxXxxxxx, Xx.
By: ______________________________________
E. Xxxx XxXxxxxx, Xx.
Printed: _________________________________
Treasurer
Title: ___________________________________
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