Exhibit 99.01
SHARE DISPOSITION AGREEMENT
This SHARE DISPOSITION AGREEMENT (this "AGREEMENT")
made and entered into as of October 1, 1995, by and between ANJOU
INTERNATIONAL COMPANY, a Delaware corporation (the "SELLER"), and
UNITED STATES FILTER CORPORATION, a Delaware corporation (the
"PURCHASER");
W I T N E S S E T H:
WHEREAS, the Purchaser and the Seller entered into a
Stock Purchase Agreement dated as of August 30, 1995 (the "STOCK
PURCHASE AGREEMENT"), pursuant to which the Purchaser has agreed
to purchase from the Seller all of the outstanding capital stock
of Polymetrics, Inc., a California corporation, in consideration
for (a) 50,000,000 Dollars in cash, and (b) delivery to Seller on
the date hereof of 371,229 shares (the "USF SHARES") of the
Purchaser's common stock, par value .01 cent per share
("PURCHASER COMMON STOCK");
WHEREAS, concurrently herewith, the Purchaser and the
Seller are entering into a Registration and Transfer Agreement
(the "REGISTRATION AGREEMENT") pursuant to which the Purchaser
has agreed to file with the U.S. Securities and Exchange
Commission and maintain in effect for a specified period a
registration statement (the "REGISTRATION STATEMENT") with
respect to the USF Shares.
WHEREAS, the parties desire to enter into this
Agreement in order to grant to the Seller certain rights with
respect to the USF Shares, subject to the terms and conditions
hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and of
the mutual agreements and covenants hereinafter set forth, the
Purchaser and the Seller hereby agree as follows:
SECTION 1.01. DEFINITIONS. As used in this Agreement,
the following capitalized terms shall have the following
meanings:
"BUSINESS DAY" means any day that is not a Saturday, a
Sunday or other day on which banks are required or authorized by
law to be closed in the City of New York.
"EXCHANGE ACT" means the U.S. Securities Exchange Act
of 1934, as amended, and the rules and regulations thereunder, as
in effect from time to time.
"GUARANTEED VALUE" means 21.81944 Dollars per USF
Share, as adjusted by reason of any Stock Event.
"SHELF REGISTRATION EFFECTIVE DATE" means the date that
the shelf registration to be filed with the SEC under the
Registration Agreement becomes effective.
"SEC" means the U.S. Securities and Exchange
Commission.
"SECURITIES ACT" means the U.S. Securities Act of 1933,
as amended and the rules and regulations thereunder, as in effect
from time to time.
"STOCK EVENT" means any stock split, stock dividend,
combination or similar recapitalization of the USF Shares after
the date hereof.
"TERMINATION DATE" means the date 180 days after the
Shelf Registration Effective Date; PROVIDED, HOWEVER, that the
Termination Date shall be extended by one day for each day that
the Seller is not permitted to sell USF Shares under the
Registration Statement pursuant to the terms of Sections 11(b) or
12 of the Registration Agreement.
"USF SHARES" means the 371,229 shares of Purchaser
Common Stock delivered by the Purchaser to the Seller on the date
hereof and any securities issued with respect to the USF Shares
by reason of any Stock Event.
Unless the context otherwise requires: (i) "or" is not
exclusive; and (ii) words in the singular include the plural and
words in the plural include the singular.
SECTION 1.02. GUARANTEED VALUE FOR SHARES SOLD.
(a)If the aggregate net proceeds (after deducting from the gross
proceeds thereof any brokerage commissions paid by the Seller,
but excluding any income taxes payable by the Seller on the sale
of such USF Share) from the sale by the Seller of USF Shares
effected on or before the Termination Date are less than the
aggregate Guaranteed Value for such USF Shares, then the
Purchaser shall, within five Business Days thereafter, pay to the
Seller immediately available funds equal to the amount of such
deficiency.
(b) At any time prior to the Termination Date, if (i)
the closing price for USF Shares for 15 consecutive trading days
(the "SPECIFIED TRADING PERIOD") is more than 2.00 Dollars per
share above the Guaranteed Value, so long as the Shelf
Registration Effective Date shall have occurred prior to the end
of the Specified Trading Period, and (ii) the Seller does not
sell all of the USF Shares prior to the 20th Business Day after
the last day of the Specified Trading Period, then the
Purchaser's obligations under Section 1.02(a) shall automatically
terminate.
SECTION 1.03. DISPOSITION PROCEDURES. Notwithstanding
the foregoing:
(a) If the Seller desires to sell any USF Shares
on the NYSE using any broker other than Xxxxxxxxx, Xxxxxx &
Xxxxxxxx ("DLJ"), then the Purchaser's obligations under Section
1.02 shall be effective only if the Seller sells at least 100,000
USF Shares on the NYSE and the resulting sale or sales occur only
in amounts not greater on any given day than 25 percent of the
average daily trading volume for Purchaser Common Stock during
the four calendar weeks immediately prior to such sale or sales.
The Purchaser acknowledges and agrees that not all 100,000 USF
Shares must be sold on the same trading day in order to comply
with this clause (a), but rather such USF Shares may be sold over
any number of trading days so long as all such USF Shares were
placed in the hands of a broker at the same time for orderly sale
on the NYSE.
(b) If the Seller desires to sell any USF Shares
on the NYSE using DLJ, then the Purchaser's obligations under
Section 1.02 shall be effective only if the Seller sells at least
100,000 USF Shares on the NYSE and the resulting sale or sales
occur only in amounts not greater on any given day than 25
percent of the average daily trading volume for Purchaser Common
Stock during the four calendar weeks immediately prior to such
sale or sales; provided, however, that if DLJ believes that a
greater number of USF Shares may be sold on any given day without
adversely affecting the price of or otherwise disrupting the
market for Purchaser Common Stock, then such greater number may
be sold. The Purchaser acknowledges and agrees that not all
100,000 USF Shares must be sold on the same trading day in order
to comply with this clause (b), but rather such USF Shares may be
sold over any number of trading days so long as all such USF
Shares were placed in the hands of DLJ at the same time for
orderly sale on the NYSE.
(c) If the Seller desires to sell the USF Shares not
on the NYSE at a price below the Guaranteed Value, then the
Seller must give to the Purchaser prior written notice (the
"Seller Sale Notice") of its intention to sell not less than
100,000 USF Shares at a price and to the person or persons
specified in the Seller Sale Notice. If the Purchaser provides
to the Seller written notice (the "Purchaser Response Notice")
within one business day after receipt by the Purchaser of the
Seller Sale Notice identifying a proposed substitute purchaser or
purchasers (collectively, a "Substitute Purchaser") for all USF
Shares proposed to be sold by the Seller in the Seller Sale
Notice at or above the price specified in the Seller Sale Notice,
then the Seller shall sell all such USF Shares to either such
Substitute Purchaser or the Purchaser at or above the price
specified in the Seller Sale Notice prior to the third Business
Day after receipt by the Seller of the Purchaser Response Notice.
If neither such Substitute Purchaser nor the Purchaser purchases
such USF Shares prior to such third Business Day at or above the
price specified in the Seller Sale Notice, then the Seller may
sell all such USF Shares to the person or persons named in and at
or above the price specified in the Seller Sale Notice prior to
the sixth Business Day after receipt by the Seller of the
Purchaser Response Notice. If the Seller does not sell all such
USF Shares to such person or persons at or above such price prior
to such sixth Business Day, then prior to any sale by the Seller
of such USF Shares (other than sales governed by clauses (a) or
(b) of this Section 1.03), a new Seller Sale Notice must first be
delivered to the Purchaser and the provisions of this clause (c)
must again be complied with in full. If the Seller sells such
USF Shares to such Substitute Purchaser, the Purchaser or to the
person or persons named in and at the price specified in the
Seller Sale Notice, then the Purchaser's obligations under
Section 1.02 shall apply to such transaction or transactions.
(d) The Purchaser shall have no obligation under
Section 1.02 with respect to any sale of USF Shares (i) to any
Affiliate of the Seller, (ii) in connection with any transaction
involving any consideration other than payment of cash for the
USF Shares or a promissory note or notes requiring payment of
cash, (ii) in connection with any transaction in violation of
clauses (a), (b) or (c) of this Section 1.03, or (iv) in
connection with any transaction that is in violation of the
Securities Act or the terms of the Registration Agreement.
SECTION 1.04. SECURITY FOR THE PURCHASER'S OBLIGATIONS
UNDER THIS AGREEMENT. The Purchaser's obligations to the Seller
under this Agreement are secured by a Pledge Agreement dated the
date hereof between the parties hereto.
SECTION 1.05. MISCELLANEOUS. (a) NOTICES. All
notices, requests, claims, demands and other communications
hereunder shall be in writing and shall be given or made (and
shall be deemed to have been duly given or made upon receipt) by
delivery in person, by courier service, by cable, by telecopy, by
telegram, by telex or by registered or certified mail (postage
prepaid, return receipt requested) to the respective parties at
the following addresses (or at such other address for a party as
shall be specified in a notice given in accordance with this
Section 1.05):
(i) if to the Seller:
Xxxxxxxxx X. Xxxxxx
Vice-President
Chief Financial Officer
Anjou International Company
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxx 0000
X.X. Xxx 0000
Xxxxxxxxxx, Xxxxxxxx 00000
(ii) if to the Purchaser:
United States Filter Corporation
00-000 Xxxx Xxxxxx Xxxxx
Xxxxx 000
Xxxx Xxxxxx, Xxxxxxxxxx 00000
Attention: Chief Executive Officer
and separately to the General Counsel
Telecopier: (000) 000-0000
(b)SUCCESSORS AND ASSIGNS. This Agreement is solely
for the benefit of, and binding upon, the parties and their
respective successors. Nothing herein shall be construed to
provide any rights to any other entity or individual. Neither
this Agreement nor any of the rights or obligations hereunder may
be assigned by any party.
(c)COUNTERPARTS. This Agreement may be executed in
one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the
same instrument.
(d)TITLES. The titles, captions or headings of the
Sections herein are for convenience of reference only and are not
intended to be a part of or to affect the meaning or
interpretation of this Agreement.
(e)GOVERNING LAW. This Agreement shall be construed,
interpreted and the rights of the parties determined in
accordance with the laws of the State of New York (without
reference to the choice of law provisions of New York law).
(f)INVALIDITY. In the event that any one or more of
the provisions contained in this Agreement shall, for any reason,
be held to be invalid, illegal or unenforceable in any respect,
then to the maximum extent permitted by law, such invalidity,
illegality or unenforceability shall not affect any other
provision of this Agreement.
(g)ENTIRE AGREEMENT; MODIFICATIONS AND WAIVERS. This
Agreement constitutes the entire agreement between the parties
pertaining to the subject matter hereof and supersedes
agreements, understandings, negotiations and discussions, whether
oral or written, of the parties. No supplement, modification or
waiver of this Agreement shall be binding unless executed in
writing by the party to be bound thereby. No waiver of any of
the provisions of this Agreement shall be deemed or shall
constitute a waiver of any other provision hereof (whether or not
similar), nor shall such waiver constitute a continuing waiver
unless otherwise expressly provided.
(h)RULE 144. Upon the request of the Seller, the
Purchaser will deliver to the Seller a written statement as to
whether it is in compliance with rule 144(c)(1) under the
Securities Act and copies of such documents filed by the
Purchaser with the SEC pursuant to the Exchange Act as the Seller
may reasonably request.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and year first
written above.
UNITED STATES FILTER CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
ANJOU INTERNATIONAL COMPANY
By: /s/ Xxxxxxx Xxxx
----------------------------
Name: Xxxxxxx Xxxx
Title: Chairman and Chief
Executive Officer
