Exhibit 2
COOPERATION AGREEMENT
This Cooperation Agreement, dated and effective as of October 20, 1997, is
by and between The Coleridge Group, a sole proprietorship ("Coleridge") and
Pacholder Associates, Inc. ("PAI").
RECITALS
WHEREAS, New Kaiser Voluntary Employees' Beneficiary Association ("VEBA")
and the Pension Benefit Guaranty Corporation ("PBGC") are each a shareholder of
Kaiser Ventures Inc., a Delaware corporation, and its subsidiaries
(collectively, the "Company"); and
WHEREAS, Coleridge has investment authority and has fiduciary duty with
respect to the shares of the Company owned by VEBA; and
WHEREAS, PAI has investment authority and has fiduciary duty with respect
to the shares of the Company owned by the PBGC; and
WHEREAS, together the parties hereto have investment authority over a
controlling share of the stock in the Company; and
WHEREAS, appropriate documents have been filed with the Securities Exchange
Commission in order to permit the parties hereto to meet and discuss Company
issues; and
WHEREAS, the parties hereto desire to participate in such process and be
bound by the terms of the commitment to pursue strategies jointly with each
other; and
WHEREAS, by virtue of this Cooperation Agreement neither Coleridge nor VEBA
shall be deemed to be a fiduciary of either PAl or PBGC, and neither PAI nor
PBGC shall be deemed to be a fiduciary of Coleridge or VEBA for any purpose; and
WHEREAS, this Cooperation Agreement shall not affect the fiduciary duties
owed by Coleridge to VEBA or by PAI to PBGC; and
WHEREAS, the parties desire to set forth their agreement with respect to
cooperation, as set forth below.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
Section 1. SHARING OF INFORMATION. The parties hereto have met and will
continue to meet to discuss certain matters relating to the Company. Such
discussion topics include, but are not limited to:
a) historic evaluations of Company performance;
b) potential opportunities and/or prospects for the Company;
c) review of strategies advanced by the Company and the effects of those
strategies on shareholders; analysis of shareholder interests and
needs; and
d) specific strategies described in Section 2.
Section 2. STRATEGIES. The parties hereto have negotiated in good faith
and will, in accordance with Section 3 below, pursue a variety of actions which
may, but shall not be limited to, be one or more of the following strategies:
a) the adoption of Company policies through the parties' position on the
Company's Board of Directors to:
1. require greater Board involvement in negotiations concerning any
material assets owned by the Company;
2. examine the feasibility of distributing the Penske stock;
3. distribute or securitize the water company rights;
4. pursue the full development and operation of the Eagle Mountain
landfill project so as to maximize shareholder value; and/or
5. sell or merge the Company; or
b) joint sale of Company stock.
Section 3. COMMITMENT TO STRATEGY. The parties hereto commit to pursue in
good faith one or more of the strategies described in Section 2. Once the
parties have reached mutual agreement on the terms of any such action, such
agreement will bind each party to the outcome or set of outcomes described
above.
Section 4. OTHER STRATEGIES. To the extent either party hereto is
presented with a strategy not contemplated by this Agreement, such party shall
fully disclose such additional strategy to the other party. The parties hereto
agree that each will be given an opportunity to participate on a pro rata basis
(based on number of shares owned) in any such additional strategy. If either
party declines any such strategy, the other party may participate without
restriction.
Section 5. COMPANY MANAGEMENT. The parties hereto intend to work with the
Board of Directors and officers of the Company to develop the strategies
described herein. Nothing contained in this Cooperation Agreement shall be
construed as implementing a change in control of the Company.
Section 6. CONFIDENTIALITY. All information received by either party
pursuant to this Cooperation Agreement shall be strictly confidential and shall
not be disclosed to any third party without the prior written consent of the
parties hereto. This confidentiality covenant shall survive this Cooperation
Agreement.
Section 7. SEVERABILITY. If any provision of this Agreement or any said
provision shall be held invalid or unenforceable by a court of competent
jurisdiction, the remaining effect, and the provision or portion thereof
effected by such holding shall be modified, if possible, so that it is
enforceable to the maximum extent permissible.
Section 8. GOVERNING LAW AND FORUM. This Agreement shall be governed by
and construed in accordance with the laws of the State of California.
Section 9. TERM OF AGREEMENT/MUTUAL DISSOLUTION. This Agreement will
terminate without further action on October 1, 2000 and may be terminated at any
time prior thereto with the consent of both parties.
Section 10. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement of the parties regarding the subject matter hereof and may not be
modified except by written consent of each party.
Section 11. COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original copy and all of
which together shall constitute one agreement binding on all parties hereto,
notwithstanding that all the parties shall not have signed the same counterpart.
IN WITNESS WHEREOF, the parties hereto have caused in this Agreement to be
executed by their duly authorized representative as of the date first written
above.
PACHOLDER ASSOCIATES, INC.
By /s/ Xxxxxx X. Xxxxxxxx XX
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Name Xxxxxx X. Xxxxxxxx XX
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Title Senior VP/Associate General Counsel
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THE COLERIDGE GROUP
By /s/ Xxxx X. Xxxxxxx
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Name Xxxx X. Xxxxxxx
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Title Its Sole Proprietor
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