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EXHIBIT (C)(1)
STOCK AGREEMENT
STOCK AGREEMENT (the "Agreement"), dated as of April 22, 1998,
between INSTITUTIONAL ASSET MANAGEMENT INC. ("IAM") and CAPITAL RESEARCH
CORPORATION ("CRC"), both of which are Florida corporations, and the undersigned
STOCKHOLDERS (the "Stockholders") of Enviroq Corporation, a Delaware corporation
(the "Company").
WHEREAS, as of the date hereof the Stockholders own of record an
aggregate of 552,875 shares of common stock, par value $0.01 per share ("Company
Common Stock"), of the Company (all such shares and any shares hereafter
acquired by the Stockholders prior to the termination of this Agreement being
referred to herein as the "Shares");
WHEREAS, concurrently herewith, IAM, CRC and the Company are entering
into an Agreement and Plan of Reorganization (as such Agreement may hereafter be
amended from time to time, the "Merger Agreement"), pursuant to which, upon the
terms and subject to the conditions thereof, certain affiliates of the Company
will be merged (the "Mergers") with and into IAM, CRC and the Company and
resulting in IAM, CRC and the Company becoming wholly-owned subsidiaries of a
common holding company; and
WHEREAS, as a condition to the willingness of IAM and CRC to enter into
the Merger Agreement, IAM and CRC have requested that each Stockholder agree,
and, in order to induce the Purchaser to enter into the Merger Agreement, each
Stockholder has agreed to grant IAM and CRC proxies to vote such Stockholder's
Shares;
NOW, THEREFORE, in consideration of the premises and of the mutual
representations, warranties, covenants and agreements set forth herein and in
the Merger Agreement, the parties hereto, intending to be legally bound, hereby
agree as follows:
ARTICLE 1
SECTION 1.01 TRANSFER OF SHARES. Until the earlier to occur of (i) the
close of business on the date of the special meeting of stockholders of the
Company called to consider and vote upon the Mergers (the "Special Meeting") or
(ii) the termination of the Merger Agreement in accordance with its terms, each
Stockholder agrees not to (a) sell, pledge or otherwise dispose of any of such
Stockholder's Shares, (b) deposit such Shares into a voting trust or enter into
a voting agreement or arrangement with respect to such Shares or grant any proxy
with respect thereto or (c) enter into any contract, option or other arrangement
or undertaking with respect to the direct or indirect acquisition or sale,
assignment, transfer or other disposition of any Company Common Stock.
SECTION 1.02 VOTING OF SHARES; FURTHER ASSURANCES. For such time as
this Agreement remains in effect, each Stockholder agrees, with respect to those
Shares that such
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Stockholder owns of record on the record date for voting at the Special Meeting,
to vote such Shares (or to execute written consents with respect to such Shares)
(i) in favor of the adoption of the Merger Agreement and approval of the Mergers
and the other transactions contemplated by the Merger Agreement, (ii) against
any Alternative Proposal (as defined in the Merger Agreement) and (iii) in favor
of any other matter necessary to consummate the transactions contemplated by the
Merger Agreement and considered and voted upon at the Special Meeting. Each
Stockholder agrees to vote the Shares owned by such Stockholder beneficially to
be voted in accordance with the foregoing. Each Stockholder acknowledges receipt
of and has reviewed a copy of the Merger Agreement.
SECTION 1.03 NO SOLICITATION. Prior to the Effective Time, (a) none of
the Stockholders shall initiate, solicit or encourage, directly or indirectly,
any inquiries or the making or implementation of any proposal or offer
(including, without limitation, any proposal or offer to the Company's
stockholders) with respect to an Alternative Proposal (as defined in the Merger
Agreement) or engage in any negotiations concerning, or provide any confidential
information or data to, or have any discussions with, any Person (as defined in
the Merger Agreement) relating to an Alternative Proposal, or otherwise
facilitate any effort or attempt to make or implement an Alternative Proposal
and (b) each Stockholder agrees to notify IAM and CRC immediately if any such
inquiries or proposals are received by, any such information is requested from,
or any such negotiations or discussions are sought to be initiated or continued
with, such Stockholder.
SECTION 1.04 NO FIDUCIARY VIOLATION. Notwithstanding any other
provision of this Agreement, no Stockholder who is a member of the board of
directors of the Company ("Director") or control person thereof, if acting
solely in such Stockholder's capacity as a Director or control person thereof,
shall have any obligation or duty (a) to vote (or cause any Director under its
control to vote) (i) in favor of the Mergers and the other transactions
contemplated by the Merger Agreement or (ii) against any Alternative Proposal
(as defined in the Merger Agreement) or (b) to refrain from voting (or cause any
Director under its control to refrain from voting) to terminate the Merger
Agreement, if such Director (or control person thereof) determines in good
faith, based on advice of the board of directors' outside counsel, that the
failure to terminate the Merger Agreement and the transactions contemplated
therein would be reasonably likely to result in a breach of such Director's
fiduciary duty to the Company's stockholders; provided, however, in the event
that the Merger Agreement has not been terminated prior to the time of the
stockholder vote at the Special Meeting to approve the Mergers and the other
transactions contemplated in the Merger Agreement, such Stockholder shall vote
its Shares in accordance with Section 1.02 hereof. No action of a Stockholder,
if such action is taken solely in the Stockholder's capacity as a Director (or
control person thereof) consistent with the provisions of the immediately
preceding sentence, shall be deemed to violate the provisions of Section 1.03
hereof.
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ARTICLE 2
SECTION 2.01 NOTICES. All notices and other communications given or
made pursuant hereto shall be in writing and shall be deemed to have been duly
given or made as of the date delivered, mailed or transmitted, and shall be
effective upon receipt, if delivered personally, mailed by registered or
certified mail (postage prepaid, return receipt requested) to the parties at the
following addresses (or at such other address for a party as shall be specified
by like changes of address) or sent by electronic transmission to the telecopier
number specified below:
(a) If to IAM or CRC:
00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxxxxx Xxxxxx
Telephone (000) 000-0000
Facsimile (000) 000-0000
with a copy to:
Xxxxxx & Xxxxxx LLP
2700 International Tower
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxxx X. Xxx, Esq.
Telephone (000) 000-0000
Facsimile (000) 000-0000
(b) If to a Stockholder:
c/o Enviroq Corporation
0000 Xxxxxxxxx Xxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxxxxx X. Xxxx
Telephone (000) 000-0000
Facsimile (000) 000-0000
with a copy to:
Xxxxxxx Xxxxx Rose & White LLP
0000 Xxxx Xxxxx, Xxxxx 0000
Xxxxxxxxxx, Xxxxxxx 00000-0000
Attention: Xxxx X. Xxxxx, Esq.
Telephone (000) 000-0000
Facsimile (000) 000-0000
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SECTION 2.02 INTERPRETATION. The headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. Unless otherwise defined in this Agreement,
capitalized terms used in this Agreement shall have the meanings ascribed to
them in the Merger Agreement.
SECTION 2.03 SEVERABILITY. If any term, condition or other provision of
this Agreement is invalid, illegal or incapable of being enforced by any rule of
law or public policy, all other terms, conditions and provisions of this
Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated hereby and by the
Merger Agreement does not have a Material Adverse Effect (defined below) with
respect to any Party or any party to this Agreement. Upon such determination
that any term, condition or other provision is invalid, illegal or incapable of
being enforced, the parties hereto shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the Parties and the parties
hereto as closely as possible to the fullest extent permitted by applicable law
in an acceptable manner to the end that the transactions contemplated hereby and
by the Merger Agreement are fulfilled to the extent possible. For the purposes
of this Agreement "Material Adverse Effect" means with respect to any of the
Parties, an event, change or occurrence which, individually or together with any
other event, change or occurrence, has or could be expected to have a material
adverse effect on the financial position, business, assets, properties,
operations, results of operations or prospects of such Party.
SECTION 2.04 ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement of the parties and supersedes all prior agreements and undertakings,
both written and oral, between the parties, or any of them, with respect to the
subject matter hereof.
SECTION 2.05 CERTAIN EVENTS. Each Stockholder agrees that this
Agreement and the obligations hereunder shall attach to such Stockholder's
Shares and shall be binding upon any Person to which legal or beneficial
ownership (as such term is applied under Rule 13d-3 promulgated pursuant to the
Securities Exchange Act of 1934, as amended) of such Shares shall pass, whether
by operation of law or otherwise. Notwithstanding the transfer of any Shares,
the transferor shall remain liable for the performance of all obligations under
this Agreement of the transferor.
SECTION 2.06 ASSIGNMENT. This Agreement shall not be assigned by
operation of law or otherwise.
SECTION 2.07 PARTIES IN INTEREST. This Agreement shall be binding upon
and inure solely to the benefit of each party hereto, and nothing in this
Agreement, express or implied, is intended to or shall confer upon any person
any right, benefit or remedy of any nature whatsoever under or by reason of this
Agreement.
SECTION 2.08 SPECIFIC PERFORMANCE. The parties hereto agree that
irreparable damage would occur in the event any provision of this Agreement was
not performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof, in addition to any other
remedy at law or in equity.
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SECTION 2.09 GOVERNING LAW. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware, without giving
effect to principles of conflicts of laws.
SECTION 2.10 COUNTERPARTS. This Agreement may be executed in one or
more counterparts, and by the different parties hereto in separate counterparts,
each of which when executed shall be deemed to be an original but all of which,
taken together, shall constitute one and the same agreement.
SECTION 2.11 TERMINATION. This Agreement shall terminate automatically
immediately upon termination of the Merger Agreement, and no party hereto shall
have any further obligations hereunder.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
INSTITUTIONAL ASSET MANAGEMENT, INC.
By: /s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxx
Title: President
CAPITAL RESEARCH CORPORATION
By: /s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxx
Title: President
XXXXXXX X. XXXX
/s/ Xxxxxxx X. Xxxx
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XXXXXXXXX SECURITIES ASSOCIATES
By: /s/ Xxxxxxx X. Xxxxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title:
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SCHEDULE I
Xxxxxxx X. Xxxx
Xxxxxxxxx Securities Associates
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