EXHIBIT 2.4
STOCK PURCHASE AGREEMENT
THIS AGREEMENT is made and entered into as of the 21st day
of December, 1997, by and between Xxxxx Xxxxxx Inc., XXX Rollover
Custodian for Xxxxxxx X. Xxxxx, Xx., (the "Seller") and THE COCA-COLA
BOTTLING COMPANY OF THE NORTHEAST, a Delaware corporation ("Purchaser"),
under the following circumstances:
A. Xxxxx Xxxxxx Inc. has succeeded to the ownership
of certain customer accounts of Shearson Xxxxxx Xxxxxx Inc., among
them the account identified in this document as the "Seller."
B. The Seller has agreed to sell to the Purchaser,
and the Purchaser has agreed to purchase, 3,933 shares of the
Convertible Preferred Stock, par value $100 per share, of The Coca-Cola
Bottling Company of New York, Inc., a Delaware corporation
(the "KONY Stock"). The sale of the KONY Stock by the Seller and
the purchase by the Purchaser is herein called the "Transaction".
C. This document is being executed to record the
agreement of the parties with respect to the Transaction, which is
as follows:
1. Closing. The transaction shall be closed on
January 5, 1998. On the closing date, unless the parties have
agreed otherwise, there shall occur an exchange by facsimile of
the certificates and agreements required by subsections 1(b) and
1(c), and the delivery of funds required by subsection 1(a). Any
items exchanged by facsimile will, upon the Seller's receipt of
the consideration, be sent by the party obligated to make such
delivery to the party entitled to receive such delivery by Federal
Express or similarly recognized courier service for delivery on
the next business day. At the closing:
(a) The purchase price for the 3,933 shares of
KONY Stock will be $2,078,881.74, paid to the Seller in
immediately available funds to the account previously specified by
the Seller.
(b) The Seller shall deliver to the Purchaser:
(i) Certificate No. 26 evidencing ownership
of the KONY Stock, issued in the name of Seller,
together with its duly executed stock power, with
signatures guaranteed by a commercial bank or by a
member firm of the New York Stock Exchange; and
(ii) The Agreement identified in subsection
1(c)(ii), below, signed by the Seller.
PAGE
(c) The Purchaser shall deliver to the Seller,
substantially in the forms annexed as Exhibit A:
(i) Consent of The Coca-Cola Company
("CCC") to the Transaction as required by the Stock
Purchase Agreement dated as of September 2, 1983
among CCC, SAH Enterprises, Inc. Accumulator and Future
Services Pension Trust, and Xxxxxxx X. Xxxxx, Xx. (the
"Transfer Agreement"); and
(ii) Agreement to terminate the
put/call options created under the Put/Call Option
Agreement dated November 21, 1995, among the Seller, CCC,
and The Coca-Cola Bottling Company of New York, Inc.,
effective upon the completion of the Transaction, signed by
CCC and the Purchaser.
2. Representations and Warranties of Seller.
(a) The Seller has legal ownership of the KONY
Stock and has full corporate power and authority to execute and
deliver this Agreement and to transfer to the Purchaser the KONY
Stock to which this Agreement relates.
(b) Except as otherwise set forth in the Transfer
Agreement and the Put/Call Agreement, the KONY Stock (i) is free
and clear of any liens, restrictions, claims, equities, charges,
options or other encumbrances created by the Seller and, (ii) to
the knowledge of the Seller, has no defects of title whatsoever.
(c) The Seller has no liability or obligation to
pay any fees or commissions to any broker, finder, or agent with
respect to the transactions described in this Agreement for which
the Purchaser could become liable or obligated.
(d) The Seller's representations and warranties
shall survive the delivery of the KONY Stock.
3. Representations and Warranties of Purchaser.
(a) The Purchaser has full corporate power and
authority to execute and deliver this Agreement and to purchase
the KONY Stock to which this Agreement relates.
(b) The Purchaser hereby represents and warrants
that Purchaser is acquiring the KONY Stock for investment for
Purchaser's account, with the intent of holding the KONY Stock for
investment, without the present intent of participating directly
or indirectly in a distribution of the KONY Stock, and without the
participation of any other person in any part of the purchase.
(c) The Purchaser's representations and
warranties shall survive the delivery of the KONY Stock.
PAGE
4. Miscellaneous.
(a) Time is of the essence of this Agreement.
(b) This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all
of which together will constitute one and the same instrument.
IN WITNESS WHEREOF, this Agreement is signed by the
parties as of the date first above written.
SELLER:
Xxxxx Xxxxxx Inc.
XXX Rollover Custodian for
Xxxxxxx X. Xxxxx, Xx.
/S/ XXX XXXXXXX
By:--------------------------------
Senior Vice President and
Its: Branch Manager
-----------------------------
PURCHASER:
The Coca-Cola Bottling Company
of the Northeast
/S/ XXXXX X. XXXXXX
By:---------------------------------
Its: Vice President
-----------------------------
PAGE
SCHEDULES AND EXHIBITS TO
STOCK PURCHASE AGREEMENT
EXHIBIT A -- Consent of The Coca-Cola Company to the
Transaction; Termination of Put/Call Options
PAGE
