EXHIBIT 3
COMMON STOCK PURCHASE AND SALE AGREEMENT
This Common Stock Purchase and Sale Agreement (the "Agreement"),
dated September 6, 1996, by and among RGI REALTY, INC., a Florida
corporation ("RGI Realty"), RESOURCE GROUP INTERNATIONAL, INC., a
Washington corporation ("RGI International" and, collectively with RGI
Realty, the "Selling Shareholders"), and the entities listed on Schedule A
attached hereto (each a "Purchaser" and collectively the "Purchasers").
WITNESSETH:
WHEREAS, the Common Stock, par value $0.01 per share (including the
common stock purchase rights associated therewith, the "Common Stock"), of
Xxxxx Equity, Inc., a Florida corporation (the "Company"), is publicly
traded on the American Stock Exchange under the symbol "KE";
WHEREAS, the Selling Shareholders collectively own 2,452,571 shares
of the Company's Common Stock (the "Shares"), which Shares constitute
approximately 13.8% of the total issued and outstanding shares of Common
Stock;
NOW, THEREFORE, in consideration of the foregoing and the respective
representations and agreements hereinafter set forth, and intending to be
legally bound hereby, the parties hereto agree as follows:
1. Purchase and Sale of the Shares. Subject to the terms of this
Agreement, the Selling Shareholders hereby sell to Purchasers, and
Purchasers hereby purchase from the Selling Shareholders, the Shares in
the respective amounts set forth on Schedule A attached hereto.
Simultaneous with the delivery of payment of the aggregate Purchase Price
(as hereinafter defined), the Selling Shareholders shall deliver to
Purchasers stock certificates representing the Shares, duly endorsed for
transfer or with duly executed stock powers attached thereto.
2. Purchase Price; Payment Terms.
(a) The purchase price (the "Purchase Price") for the Shares
being purchased hereunder shall be Thirty-Six Million Seven Hundred
Eighty-Eight Thousand Five Hundred Sixty-Five and No/100 Dollars
($36,788,565.00), or $15.00 per Share.
(b) The aggregate Purchase Price for the Shares shall be paid
by Purchasers to the Selling Shareholders on the date hereof by wire
transfer of immediately available funds to an account or accounts
designated by the Selling Shareholders.
3. Representations and Warranties of Purchasers. Purchasers make
the following representations and warranties to the Selling Shareholders:
(a) Each Purchaser is an investment company registered with the
United States Securities and Exchange Commission under the Investment
Company Act of 1940, as amended, or pension trust qualified under Section
401 of the Internal Revenue Code of 1986, as amended. Each Purchaser is
acquiring the Shares (i) directly, (ii) in the ordinary course of
business, and (iii) solely for the purpose of investment. As a result of
the purchase of the Shares, Purchasers will neither collectively control
the Company nor hold more than 15% of the outstanding voting securities of
the Company. None of any Purchaser's affiliates presently holds any
voting securities of the Company.
(b) Each Purchaser is a sophisticated investor capable of
evaluating the merits and risks of investment in the Shares and of making
an informed investment decision with respect thereto. Each Purchaser
acknowledges that it has conducted its own review of the documents filed
by the Company with the Securities and Exchange Commission (including,
without limitation, any exhibits or schedules) and that neither Selling
Shareholder is making any representations or warranties with respect to
such documents or their applicability to any of the transactions
contemplated hereby. The Shares are being acquired by each Purchaser for
investment only and not with a view to resale or other distribution. Each
Purchaser acknowledges and understands that the Shares being acquired
hereunder shall have the status of securities acquired in an exempt
private transaction under the Securities Act of 1933, as amended, and
cannot be resold without registration under such Act or an exemption
therefrom.
IN WITNESS WHEREOF, the undersigned parties have executed this
Agreement as of the date and year first above written.
SELLING
SHAREHOLDERS: RGI REALTY, INC.,
a Florida corporation
By:/s/ Xxxxxxx X. Xxxxxx
Print Name: Xxxxxxx X. Xxxxxx
Its: President
[SIGNATURES CONTINUE ON NEXT PAGE]
RESOURCE GROUP INTERNATIONAL, INC.,
a Washington corporation
By:/s/ Xxxxx X. Xxxxxxx
Print Name: Xxxxx X. Xxxxxxx
Its: Treasurer
PURCHASER: ENTITIES LISTED ON SCHEDULE A
By: Alliance Capital Management, L.P.,
as investment adviser
By:/s/ Xxxxx X. Xxxxx
Print Name: Xxxxx X. Xxxxx
Its: Portfolio Manager
SCHEDULE A
PURCHASERS OF XXXXX EQUITY STOCK
ALLIANCE GROWTH FUND 1,762,571 SHARES
EQUITABLE RETIREMENT PLAN 340,000
XXXXX XXXXXX/TRAVELERS
SERIES FUND 250,000
ALLIANCE VARIABLE PRODUCTS
SERIES FUND 100,000
---------
2,452,571 SHARES
