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EXHIBIT 10.55
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT is entered into effective June 20, 2000,
by and between UICI, a Delaware corporation ("Seller"), and The MEGA Life and
Health Insurance Company, an Oklahoma corporation ("Purchaser"), for the purpose
of Purchaser acquiring from Seller all of the outstanding capital stock of AMLI
Realty Co., a Delaware corporation ("ARCO").
WITNESSETH:
WHEREAS, ARCO presently has outstanding a single class of common stock
("Shares"), of which Eleven Thousand Eight Hundred Seventy-three and Six Tenths
(11,873.6) Shares have been issued to Seller; and
WHEREAS, said Shares are the only issued and outstanding capital stock
of ARCO, with the exception of 907 shares owned by a wholly-owned subsidiary of
ARCO; and
WHEREAS, Purchaser desires to purchase from Seller and Seller desires
to sell to Purchaser one hundred percent (100%) of the issued and outstanding
Shares owned by Seller on the terms and subject to the conditions set forth
herein,
NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements hereinafter set forth, the parties hereto agree as follows:
1. Seller hereby sells and assigns to Purchaser Eleven Thousand
Eight Hundred Seventy-three and Six Tenths (11,873.6) Shares
of common stock of ARCO. In consideration therefor, Purchaser
shall pay Seller cash in the amount of $20,032,933.00. The
purchase price is equal to the net book value of ARCO at April
30, 2000.
2. Seller agrees that any amounts attributable to any bad debts
of ARCO as of the closing date shall be paid to Purchaser.
3. As a material inducement to Purchaser to enter into this
Agreement and purchase the Shares, Seller and ARCO, jointly
and severally, represent and warrant that: (i) ARCO is a
corporation duly incorporated and validly existing under the
laws of the State of Delaware and is qualified to do business
in every jurisdiction in which its ownership or property or
conduct of its business requires it to qualify; (ii) ARCO has
all requisite corporate power and authority and all material
licenses, permits, and authorizations necessary to own and
operate its properties and to carry on its
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business as now conducted; (iii) the authorized capital stock
of ARCO consists of 25,000 shares of common stock, $0.20 par
value, and 1,000 shares of preferred stock, $0.01 par value,
of which 11,873.6 shares of common stock are owned,
beneficially and of record, by Seller, and 907 shares are
owned, beneficially and of record, by a wholly-owned
subsidiary of ARCO, and no other stock of ARCO is issued and
outstanding; (iv) ARCO nor Seller have agreed, orally or in
writing, to issue any stock or securities or securities
convertible or exchangeable for any Shares of its stock, nor
have they agreed, orally or in writing, to issue any options
or rights to purchase or otherwise acquire the capital stock
of ARCO; (v) the Balance Sheet of ARCO at April 30, 2000, a
copy of which is attached hereto attached as Exhibit 1, fairly
represents the financial position of ARCO at said date; (vi)
except as set forth in Exhibit 2, there are no material
actions, suits, proceedings, orders, investigations, or claims
pending or, to the best of Seller's and ARCO's knowledge,
overtly threatened against ARCO or any property of either, at
law or in equity, or before or by any governmental department,
commission, board, bureau, agency or instrumentality; (vii)
ARCO is not subject to any arbitration proceedings under any
collective bargaining agreements or otherwise, or, to the best
of Seller's and ARCO's knowledge, any governmental
investigations or inquiries; and (viii), to the best knowledge
of Seller and the directors and responsible officers of ARCO,
there is no basis for any of the foregoing.
4. As a material inducement to Seller to enter into this
Agreement and sell the Shares, Purchaser hereby represents and
warrants to Seller as follows: (i) Purchaser is a corporation
duly incorporated and validly existing under the laws of the
State of Oklahoma, and has all requisite corporate power and
authority to enter into this Agreement and perform its
obligations hereunder; (ii) the execution, delivery, and
performance by Purchaser of this Agreement and all other
agreements contemplated hereby to which Purchaser is a party
will have been duly and validly authorized by all necessary
corporate action of Purchaser, and this Agreement and each
such other agreement, when executed and delivered by the
parties thereto, will constitute the legal, valid and binding
obligation of Purchaser enforceable against it in accordance
with its terms, except as enforceability may be limited by
applicable bankruptcy, insolvency, and similar statutes
affecting creditors' rights generally and judicial limits on
equitable remedies; (iii) the execution, delivery, and
performance by Purchaser of this Agreement and all other
agreements contemplated hereby to which Purchaser is a party
will not result in a breach or violation of, or constitute a
default under, its Articles of Incorporation or Bylaws or any
material
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agreement to which Purchaser is a party or by which Purchaser
is bound; (iv) except as set forth on Exhibit 3, Purchaser is
not required to submit any notice, report, or other filing
with any governmental or regulatory authority in connection
with the execution and delivery by Purchaser of this Agreement
and the consummation of the purchase and no consent, approval,
or authorization of any governmental or regulatory authority
is required to be obtained by Purchaser or any affiliate in
connection with Purchaser's execution, delivery and
performance of this Agreement and the consummation of the
purchase; and (v) there are no actions, suits, proceedings, or
governmental investigations or inquiries pending or, to the
knowledge of Purchaser, threatened against Purchaser or its
properties, assets, operations or businesses that might delay,
prevent, or hinder the consummation of this purchase.
5. This Agreement contains the entire contract and supersedes any
and all other agreements, oral or written, between the parties
hereto with respect to the subject matter hereof and contains
all of the covenants and agreements between the parties with
respect to such matters.
6. This Agreement may not be modified, changed, or amended in any
respect unless agreed upon in writing and signed by the
parties hereto.
7. This Agreement shall be governed by and construed in
accordance with the laws of the State of Oklahoma.
8. This Agreement shall be binding upon and inure to the benefit
of the parties hereto, their successors, assigns, heirs and
legal beneficiaries.
9. If at any time during the term of this Agreement any dispute,
difference or disagreement shall arise upon or in respect of
the Agreement, and the meaning and construction thereof, every
such dispute, difference and disagreement shall be referred to
a single arbiter agreed upon by the parties, or if no single
arbiter can be agreed upon, an arbiter or arbiters shall be
selected in accordance with the rules of the American
Arbitration Association, and such dispute, difference, or
disagreement shall be settled by arbitration in accordance
with the then prevailing commercial rules of the American
Arbitration Association, and judgment upon the award rendered
by the arbiter may be entered in any court having jurisdiction
thereof.
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10. This Agreement or any section thereof shall not be construed
against any party due to the fact that said Agreement or any
section thereof was drafted by said party.
11. The parties hereto shall execute and deliver all documents,
provide all information and take or forbear from all such
action as may be necessary or appropriate to achieve the
purposes of the Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year first above written.
PURCHASER: SELLER:
The MEGA Life and Health UICI
Insurance Company
By: By:
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Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxx
President President
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