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EXHIBIT 2.6
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT, made and entered into as of the 31st day
of August, 1995, by and among those parties listed in Annex I, attached hereto
and made a part hereof, and KAYDON ACQUISITION CORPORATION V, a Delaware
corporation.
BACKGROUND
The Shareholders (this and other capitalized terms used in this
Agreement shall have the respective meanings set forth in Article I) are the
owners of all of the Capital Stock of the Company. The Shareholders desire to
sell, and the Purchaser desires to purchase, all of the Capital Stock on the
terms and conditions of this Agreement.
ARTICLE I: DEFINITIONS.
The following words and phrases, whenever capitalized in this
Agreement, shall have the following respective meanings:
1.1 "Agreement" shall mean this Stock Purchase Agreement.
1.1a "Best knowledge" means the actual personal knowledge
of one of the Management Shareholders after reasonable inquiry of the
Company's management as identified on Schedule 1.1.
1.2 "Capital Stock" shall mean all of the issued and outstanding
common stock, no par value, of the Company (owned by the Shareholders in the
respective amount set forth opposite each such Shareholder's name under "Number
of Shares of Capital Stock" on Annex I and Annex II). There is authorized
4,000,000 shares of Class A Common Stock and 1,000,000 shares of Class B Common
Stock.
1.3 "Charter" shall mean the certificate or articles of
incorporation pursuant to which a corporation was formed or is subsisting.
1.4 "Closing" shall mean the consummation of the purchase and sale
of the Capital Stock contemplated by this Agreement.
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1.5 "Closing Date" shall mean such date as is acceptable to the
Shareholders and the Purchaser upon the satisfaction of all conditions set
forth herein, but in no event shall the Closing Date be later than September
30, 1995.
1.6 "Company" shall mean Seabee Corporation, an Iowa corporation.
1.7 "Company's Rights" shall have the meaning set forth in Section
3.1.17.
1.8 "Encumbrance" shall mean any pledge, lien, security interest,
encumbrance, claim, demand, voting trust or agreement and any other interest
whatsoever.
1.9 "ERISA" shall mean the Employee Retirement Income Security
Act of 1974, as amended.
1.10 "Financial Statements" shall have the meaning set forth in
Section 3.1.7.
1.11 "GAAP" shall mean, as of any applicable date of determination,
generally accepted accounting principles consistently applied.
1.12 "Xxxx-Xxxxx-Xxxxxx Act" shall mean the Xxxx-Xxxxx-Xxxxxx
Antitrust Improvements Act of 1976, as amended.
1.13 "IRC" shall mean the Internal Revenue Code of 1986, as
amended.
1.14 "Management Shareholder" means a Shareholder who is also an
officer and/or director of the Company.
1.15 "Non-Competition Covenants" shall mean the noncompetition
covenants between the Company and certain persons described in Section 5.1.11.
1.16 "PBGC" shall mean the Pension Benefit Guaranty Corporation or
any person succeeding to the present powers and functions of the Pension
Benefit Guaranty Corporation.
1.17 "Plans" shall have the meaning set forth in Section 3.1.22.2.
1.18 "Purchaser" shall mean Kaydon Acquisition Corporation V, a
Delaware corporation.
1.19 "Purchaser's Attorney" shall mean Xxxxx, Xxxxxx & Irish.
1.20 "Real Property" shall have the meaning set forth in Section
3.1.14.
1.21 "Section" shall mean a section of this Agreement.
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1.22 "Shareholders" shall mean the parties listed on Annex I (who
are also signatories to this Agreement), and a "Shareholder" shall mean any one
of them. "Class II Shareholders" shall mean the parties listed on Annex II
(who are not signatories to this Agreement).
1.23 "Shareholder's Address" shall mean the respective address set
forth for a Shareholder on Annex I and Annex II (or such other address as shall
have been specified by a Shareholder to the other parties to this Agreement by
notice.
1.24 "Shareholder's Attorney" shall mean Hagemann, Goeke, Xxxx &
Xxxxxxxxx.
1.25 Accounting Terms. All accounting terms not otherwise defined
in this Agreement shall be construed in accordance with GAAP.
1.26 Singular and Plural. Where the context herein requires, the
singular number shall be deemed to include the plural, and vice versa.
ARTICLE II: SALE AND PURCHASE.
2.1 Agreement of Sale and Purchase. On the Closing Date, on the
terms and subject to the conditions of this Agreement, each of the Shareholders
agrees that he or she will sell, assign, transfer, convey, set-over and deliver
to the Purchaser the Capital Stock owned by such Shareholder and the Purchaser
will purchase and pay for the Capital Stock as described in Section 2.2.
2.2 Consideration for Capital Stock. In full consideration of the
receipt of the Capital Stock, Purchaser will pay the following consideration:
2.2.1 Cash Payment. On the Closing Date, the Purchaser
shall pay into escrow to a mutually satisfactory escrow agent the sum
of Sixteen Dollars ($16.00) per share, but not more than Nineteen
Million Nine Hundred Twenty-Five Thousand Two Hundred Eighty Dollars
($19,925,280), payable to each Shareholder and each Class II
Shareholder in the respective amount set forth opposite such
Shareholder's name under "Cash Payment" on Annex I and Annex II. The
purchase price shall be disbursed on the date that approval under, or
a waiver of application of the Xxxx-Xxxxx-Xxxxxx Act is obtained and
not less than 95% of all outstanding Class A and Class B shares have
been tendered pursuant to Paragraph 5.1.15. The purchase price shall
be refunded to the Purchaser if such a waiver or approval and tender
has not been obtained by September 30, 1995.
2.2.2 Method of Payment. All payments described in this
Agreement shall be made by certified or cashier's check, or by such
other method as the Shareholders and the Purchaser shall agree, and,
for payments other than those due on the Closing Date, shall be
forwarded by first class mail, postage prepaid, to the Shareholder's
Address.
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2.3 Closing. The Closing shall occur at 10:00 a.m. local time on
the Closing Date at the offices of Purchaser's Attorney, or at such other time
and place as may be agreed by the Shareholders and the Purchaser.
ARTICLE III: REPRESENTATIONS AND WARRANTIES.
3.1 Management Shareholders' Representations and Warranties. The
Management Shareholders, severally, represent and warrant to the Purchaser that
to their Best Knowledge:
3.1.1 Organization and Good Standing. The Company is a
corporation duly organized, validly existing and in good standing
under the laws of the State of Iowa, and has full power and authority
to own its properties and to carry on its business as now conducted,
and is in good standing and duly qualified to conduct business as a
foreign corporation in each of the jurisdictions in which the
ownership or leasing of its properties or the conduct of its business
requires such qualification.
3.1.2 Charter and Bylaws. Exhibit 3.1.2 contains true,
correct and complete copies of the Charter of the Company and all
amendments thereto, certified as of a date reasonably near to the date
of this Agreement by the Secretary of State of Iowa, and of the Bylaws
of the Company, as amended through and including the date of this
Agreement, certified as of the day of this Agreement by the Secretary
of the Company.
3.1.3 Capitalization. The Company's authorized capital stock
consists of 5,000,000 shares of common stock, no par value, (4,000,000
Class A shares and 1,000,000 Class B shares) of which 1,245,330 shares
are validly issued and outstanding. No shares of capital stock of the
Company are issued or outstanding other than the Capital Stock. All
shares of the Capital Stock are validly issued, fully paid and
nonassessable, and there are no options, calls, warrants or other
securities or rights outstanding which are convertible into,
exercisable for or relate to the Capital Stock or any other shares of
capital stock of the Company.
3.1.4 Title and Authority. Each Shareholder is the absolute
owner, in the respective amounts set forth opposite each such
Shareholder's name under "Number of Shares of Capital Stock" on Annex
I, of the Capital Stock, free, clear and discharged of and from any
and all Encumbrances, and the Shareholder has full right, power and
authority to execute and deliver this Agreement and to perform his
respective obligations under this Agreement. Upon delivery of the
shares evidencing the Capital Stock owned by the Shareholder at the
Closing duly endorsed for transfer as contemplated in Section 5.1.8,
the Purchaser will be the absolute owner of such Capital Stock free,
clear and discharged of and from any and all Encumbrances. This
Agreement is the legal, valid and binding obligation of the
Shareholder and is enforceable in accordance with its terms,
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except as the enforcement of this Agreement may be limited by laws of
general application relating to bankruptcy, insolvency and the relief
of debtors.
3.1.5 Subsidiaries and Investments. Except as described on
Exhibit 3.1.5, the Company does not have any subsidiaries or own
directly or indirectly any interest or have any investment in any
other corporation or business.
3.1.6 Corporate Records. All corporate actions, including
stock transfers, of the Company have been duly authorized and adopted
in accordance with applicable law and the Company's Charter and Bylaws
and have been duly recorded in the Company's corporate minute books if
required to be recorded therein, and all stock transfers of the
Company have been duly recorded in the Company's stock transfer books.
3.1.7 Financial Statements. Exhibit 3.1.7(a) consists of
copies of the Company's audited balance sheet as of the end of, and
the related audited statements of income, retained earnings and
changes in financial position for, each of the three (3) fiscal years
ended December 31, 1992 through December 31, 1994, and the notes
thereto, additional or supplemental information supplied therewith,
and the reports prepared in connection therewith by Xxxxxx, Xxxxxxxxx
and Xxxxxx or such other independent certified public accountants
reporting thereon. Exhibit 3.1.7(b) consists of copies of the
Company's unaudited balance sheets as of each of the months in the
period from January 1, 1995 through July 31, 1995 and the related
unaudited statements of income and retained earnings for each of the
respective monthly and year-to-date periods from January 1, 1995 to
such balance sheet dates. Exhibits 3.1.7(a) and 3.1.7(b)
(collectively, the "Financial Statements"):
(i) are true, complete and correct in all material respects;
(ii) fairly present the properties, assets, financial position
and results of operations of the Company as of the respective dates
and for the respective periods stated above; and
(iii) have been prepared pursuant to and in accordance with
GAAP.
All inventories reflected in the Financial Statements have been valued
at the lower of cost or market, with cost determined using the
first-in, first-out method; adequate provision has been timely made in
the Financial Statements for doubtful accounts or other receivables;
sales are stated in the Financial Statements net of discounts, returns
and allowances; and all taxes due or paid are timely reflected in the
Financial Statements and all taxes of the Company not yet due and
payable are fully accrued or otherwise provided for therein. Any
items of income or expense which are unusual or of a nonrecurring
nature and all transactions between the Company and any subsidiary
during any such
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period or at any such balance sheet date are separately disclosed in
the Financial Statements.
3.1.8 Unreported and Contingent Liabilities. Except as
described on Exhibit 3.1.8, as of the date of this Agreement and as of
the Closing Date, the Company does not have any liabilities or
obligations, whether accrued, absolute, contingent or otherwise,
existing or arising out of any transaction entered into, or state of
facts existing, on or prior to the date of this Agreement or the
Closing Date, other than such matters as are specifically and
expressly set forth in the Financial Statements or those which have
been incurred by the Company in the ordinary course of its business
during the period from the date of the latest of the Financial
Statements. Without limitation of the foregoing:
3.1.8.1 None of the Management Shareholders has any
knowledge of any fact, circumstance or condition which might
reasonably give rise to any liability of any significance to
the Company of any kind or nature whatsoever which is not
reflected or specifically disclosed in Exhibits 3.1.7(a) or
3.1.7(b).
3.1.8.2 The Company has no liability on account of
product warranties or arising out of working conditions in the
manufacture or sale of its products or with respect to the
manufacture or sale of defective products or the delivery of
faulty service greater than that historically incurred.
3.1.9 Environmental Matters. Except as disclosed on
Exhibit 3.1.9, the Company has no accrued or contingent liability to
any federal, state or local government or to any private party on
account of or arising out of sewage, waste or hazardous waste
disposal, air, water or land pollution or other environmental matters.
To the best of the Management Shareholder's knowledge, the Company has
no accrued or contingent liability to any person under the
Comprehensive Environmental Response, Compensation and Liability Act
of 1980, as amended or under the Resource Conservation and Recovery
Act of 1976, as amended.
3.1.10 No Adverse Change. Since December 31, 1994, there
have not been any material adverse changes, either individually or in
the aggregate, in the general affairs, business, prospects, customers,
competition, properties, financial position, results of operations or
net worth of the Company, nor have there been any material casualties
affecting the Company or loss, damage or destruction to any of its
properties (whether or not covered by insurance). None of the
Management Shareholders has any knowledge of any events, transactions
or other facts which, either individually or in the aggregate, might
reasonably give rise to circumstances or conditions which might have a
material adverse effect on the general affairs, business, prospects,
customers, competition, properties, financial position, results of
operations or net worth of the Company. None of the Management
Shareholders is aware of any increased competitive activities, or of
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any plans for such increased activities, in markets for the Company's
products over the level of competitive activities which have in the
past twelve months been experienced by the Company.
3.1.11 Taxes. Exhibit 3.1.11 consists of copies of the
Company's federal income tax returns filed for fiscal years ended on
and after December 31, 1990 through December 31, 1994. The Company
has prepared in accordance with law and filed all tax returns required
to be filed by it under the laws of the United States and any state,
and has paid or established an adequate reserve (which is set forth in
the Financial Statements) in respect of all taxes, penalties, interest
and related charges and fees for the periods covered by such returns.
The Company is not delinquent in the payment of any taxes claimed to
be due by any federal, state or local taxing authority. The Company
has established a tax reserve or account payable in any amount
sufficient for all accrued and unpaid federal, state, county and local
taxes of the Company, whether or not disputed, including any
penalties, interest and related charges and fees in connection
therewith, for the current year. The federal income tax returns of
the Company have been audited and reported upon by the Internal
Revenue Service through December 31, 1990. No agreements have been
made by or on behalf of the Company for any waiver or for the
extension of any statute of limitations governing the time of
assessment or collection of any federal, state or local taxes. The
Management Shareholders, the Company and the Company's officers have
received no notice of any pending or threatened audit by the Internal
Revenue Service or any state or local taxing authority related to the
Company's tax returns or tax liability for any period and no claim for
assessment or collection of taxes has been asserted against the
Company. There are no tax liens outstanding against any of the
assets, properties or business of the Company.
3.1.12 Litigation. Except as disclosed in the Financial
Statements or in Exhibit 3.1.8, there are no claims, demands,
disputes, actions, suits, proceedings or investigations pending or, to
the knowledge of the Management Shareholders, threatened against or
directly or indirectly affecting the Company, at law or in equity or
admiralty or before or by any federal, state, municipal or other
governmental court, department, commission, board, bureau, agency or
instrumentality, domestic or foreign, nor is the Company subject to
any presently effective adverse order, writ, injunction or decree of
any such body.
3.1.13 Conduct of Business. Since December 31, 1994, the
Company has operated its business only in the usual and ordinary
manner and has used its best efforts to preserve its present business
organization intact, keep available the services of its present
employees and preserve its present relationships with persons having
business dealings with it. Without limitation of the foregoing,
except as disclosed on Exhibit 3.1.13, since December 31, 1994, the
Company has not:
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(i) issued any capital stock or declared or paid any
dividends other than the three quarterly dividends of 25 cents
per share or made any other payment from capital or surplus or
other distribution of any nature, or directly or indirectly
redeemed, purchased or otherwise acquired or recapitalized or
reclassified any of its capital stock or liquidated in whole
or in part;
(ii) merged or consolidated with any other
corporation;
(iii) created, incurred or assumed or committed to
create, incur or assume any indebtedness or other liability,
except for accounts payable or other current liabilities which
(1) are not for borrowed money, (2) were incurred in the usual
and ordinary course of business, and (3) have not been and
will not be materially adverse to the general affairs,
business, prospects, properties, financial position, results
of operations or net worth of the Company;
(iv) mortgaged, pledged or otherwise encumbered any
of its assets;
(v) raised salaries, hourly rates or the rate of
bonuses or commissions or other compensation in any material
amount, except for salaries and hourly pay rates raised on
July 1, 1995;
(vi) varied insurance coverage;
(vii) altered or amended its Charter or Bylaws,
except as described in Exhibit 3.1.2;
(viii) entered into, materially amended or
terminated any material contract, agreement, franchise, permit
or license;
(ix) experience any material labor disturbances;
(x) sold or transferred or agreed to sell or
transfer any material asset or property or material portion of
its business or cancelled or agreed to cancel any debt or
claim (or material portion thereof) or waived any right,
except in the usual and ordinary course of business;
(xi) made or authorized any capital expenditures for
additions to plant or equipment in excess of $25,000;
(xii) made any loan or advance, other than advances
for expenses made in the usual and ordinary course of
business, to any Shareholder or to any officer or
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employee of the Company, except for payroll advances made to
employees and subject to repayment via payroll deduction as
set forth on Exhibit 3.1.13; or
(xiii) entered into any other material transaction
other than in the ordinary course of business of the Company.
3.1.14 Real Property. Exhibit 3.1.14 sets forth by legal
description and address the real property owned by the Company (the
"Real Property") and a list of all licenses, rights-of-way, riparian
rights, flowage rights and other interests which the Company has
received or has granted in connection with the Real Property. Exhibit
3.1.14 also includes copies of all deeds for the Real Property,
together with copies of any title insurance policies, legal opinions,
title reports and surveys in the files of the Company applicable to
the Real Property. The Company owns the Real Property in fee simple
except as otherwise disclosed on Exhibit 3.1.14. All buildings and
other improvements on the Real Property are located within the
boundaries of the Real Property and there are no known encroachments
upon such boundaries and no building or other improvement situated on
any adjacent real estate is encroaching upon the boundaries of the
Real Property. Except as described in Exhibit 3.1.14, the use of the
Real Property by the Company and the conduct therein of the business
of the Company have not violated, and are not expected to violate, any
law, rule or regulation of any governmental body or authority. The
Real Property has an adequate water supply and sewage and waste
disposal, or facilities therefor, as are sufficient for the operation
of the Company's existing and expected business. The buildings and
improvements located on the Real Property, including the plumbing,
electrical, mechanical, water, water pumping and sewage systems, and
the ownership, operations and maintenance thereof as now owned,
operated and maintained, do not (i) contravene any ordinances,
statutes, regulations, covenants, or deed restrictions, including
those relating to zoning, building use, health and safety, fire, air
or water pollution, waste disposal, sanitation and noise control, or
(ii) violate any provision of federal, state or local law, the effect
of which materially interferes with or prevents the continued use of
the Real Property for the purposes for which it is now being used, or
would materially affect the value thereof. The Company has maintained
and repaired the buildings and other improvements on the Real Property
in a careful and prudent manner and all structures, buildings and
improvements are in good repair and operating condition and contain no
known latent defects. There exists no pending or threatened
condemnation or similar proceeding with respect to, or which could
affect, the Real Property.
3.1.15 Inventories and Receivables. All of the Company's
inventories (including raw materials, work in process and finished
goods) are in good condition, not obsolete or defective and useable or
saleable in the usual and ordinary course of business except to the
extent reflected on the Company's books and records. Exhibit
3.1.15(a) lists all raw materials, work in progress and inventory that
are owned by customers and not by the
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Company. All of the Company's receivables of any nature are the
result of a bona fide sales or other transactions and will be
collected in the usual and ordinary course of business without resort
to legal proceedings within 90 days of the Closing Date except to the
extent listed on Exhibit 3.1.15(b) pursuant to part (ii) of the
following sentence. Exhibit 3.1.15(b) lists as of July 31, 1995, (i)
all receivables from any one customer or group of affiliated customers
outstanding on the date of this Agreement for amounts in excess of
$100,000 (whether or not currently due) and (ii) all receivables
written off or as to which a reserve has or should have been created
since December 31, 1994.
3.1.16 Machinery and Equipment. Exhibit 3.1.16 lists and
describes all of the Company's machinery and equipment existing on the
date of this Agreement. All such machinery and equipment is now and
shall be on the Closing Date in good working order and repair, with
each item being fit for its intended purpose. All such machinery and
equipment is now and on the Closing Date shall be situated on the
business premises of the Company and shall be used or useable by the
Company in connection with its business. Exhibit 3.1.16 also lists or
describes all tangible personal property owned by or an interest in
which is claimed by any other person (whether a customer, supplier or
other person) for which the Company is responsible (other than
personal property leases described in Exhibit 3.1.19), together with
copies of all agreements relating thereto, and all such property is in
the actual possession of the Company and is in such condition that
upon the return of such property in its present condition to its
owner, the Company will not be liable in any amount to such owner.
3.1.17 Intellectual Property. Exhibit 3.1.17 lists and
includes copies of all copyrights, patents, invention disclosures,
trademarks, trade names and service marks, whether registered or
common law, and all applications thereof that are pending or in the
process of preparation and will generally describe all trade secrets,
secret processes and other proprietary rights of every kind and
nature, in the United States and in foreign countries (the "Company's
Rights"), that are directly or indirectly owned, licensed, used,
necessary for use or controlled in whole or in part by any of the
Shareholders or by the Company or any of the officers, directors or
employees of the Company, and all licenses and other agreements
allowing the Company to use the Company's Rights of third parties in
the United States or foreign countries. Except as will be set forth
in Exhibit 3.1.17, the Company is the sole and exclusive owner of the
Company's Rights, free and clear of any claims, liens, security
interests, licenses, sublicenses, charges or encumbrances; no
governmental registration of any of the Company's Rights has lapsed,
expired or been abandoned, has been opposed, has been the subject of a
re-examination request or cancelled, and there are no claims or
threatened claims or any basis for challenging either the scope,
validity or enforceability of any of the copyrights, patents,
trademarks, trade names and service marks. There are no instances
where it has been held, claimed, or alleged, whether directly or
indirectly, and there is no basis upon which a claim may be made, that
any of the Company's Rights infringe the rights of any third party, or
that any
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activity of any third party infringes upon any of the respective
Company's Rights. Except as will be set forth in Exhibit 3.1.17, the
Company has been and is now conducting its business in a manner which
has not been and is not in violation of any Company's Right of any
other party and does not require a license or other proprietary right
to so operate its business. The manufacturing and engineering
drawings, process sheets, specifications, bills of material, trade
secrets, "know-how" and other like data of the Company are in such
form and of such quality that the Company can, following the Closing,
design, produce, manufacture, assemble and sell the products and
provide the services heretofore provided by the Company so that such
products and services meet applicable specifications and conform with
the quality standards heretofore met by it.
3.1.18 Insurance. All policies of insurance covering the
Company's plant, machinery and equipment, inventory and other assets
or providing for business interruption, personal and product liability
coverage, or insuring against other risks, are described in Exhibit
3.1.18 (specifying the insurer, the policy number, type of insurance,
policy limits and deductibles and any pending claims thereunder).
Such insurance is in amounts sufficient with respect to the Company's
assets, properties, business, operations, products and services as the
same are presently owned or conducted. All such policies are in full
force and effect and will be outstanding and in full force and effect
at the Closing Date and the premiums therefor have been paid as they
become due and payable. There are no claims, actions, suits or
proceedings arising out of or based upon any of such policies of
insurance and no basis for any such claim, action, suit or proceeding
exists. The Company is not in default with respect to any provisions
contained in any such insurance policies and has not failed to give
any notice or present any claim under any such insurance policy in due
and timely fashion.
3.1.19 Leases of Personal Property. Exhibit 3.1.19 describes
all personal property that is currently being leased by the Company
and contains copies of all personal property leases to which the
Company is a party. All such leased property is in good working order
and repair, and is in such condition that upon the return of such
leased property in its present condition to its owner, the Company
will not be liable in any amount to such owner. All such leased
property is situated at the Company's business premises and is used or
useable by the Company in the operation of its business.
3.1.20 Leases of Real Property. Exhibit 3.1.20 describes all
real estate that is being leased by the Company and contains copies of
all real property leases to which the Company is a party. Except as
described in Exhibit 3.1.20, the use of the leased real estate by the
Company and the conduct therein of the business of the Company have
not violated, and are not expected to violate, any law, rule or
regulation of any governmental body or authority. The leased real
estate has an adequate water supply and sewage and waste disposal, or
facilities therefor, as are sufficient for the operation of the
Company's existing and expected business. The buildings and
improvements located on the leased
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real estate, including the plumbing, electrical, mechanical, water,
water pumping and sewage systems, and the ownership, operations and
maintenance thereof as now operated and maintained, do not (i)
contravene any ordinances, statutes, regulations, covenants or deed
restrictions, including those relating to zoning, building use, health
and safety, fire, air or water pollution, waste disposal, sanitation
and noise control, or (ii) violate any provision or federal, state or
local law, the effect of which materially interferes with or prevents
the continued use of the leased real estate for the purposes for which
it is now being used, or would materially affect the value thereof.
The Company has maintained and repaired the buildings and other
improvements on the leased real estate in a careful and prudent manner
and all structures, buildings and improvements are in good repair and
operating condition and, to the Management Shareholders' knowledge
contain no latent defects. There exist no pending or threatened
condemnation or similar proceeding with respect to, or which could
affect, the leased real estate.
3.1.21 Contracts and Commitments. Exhibit 3.1.21 lists and,
if the same are written, contains copies of all of the existing
contracts, obligations, agreements, plans, arrangements and
commitments of the Company of any kind or nature whatsoever, whether
written or unwritten (including, without limiting the generality of
the foregoing, all labor or collective bargaining agreements, leases,
loan agreements, indentures, notes or other evidences of indebtedness,
mortgages, pension, stock option, stock purchase, bonus, profit
sharing and other employee or executive welfare or benefit plans or
agreements, consulting agreements, joint venture or partnership
agreement, guaranties, indemnities, reimbursement agreements,
"comfort" letters, non-competition agreements, non-disclosure
agreements, licenses, franchises, sales representation and
distribution agreements, purchase orders and commitments and powers of
attorney), except only:
(i) contracts copies of which are included and
which are described on another Exhibit;
(ii) each contract with a customer made in the
ordinary course of business whereby the Company is obligated
to deliver less than $100,000 in invoice value of finished
goods in each transaction or series of related transactions;
(iii) purchase commitments made in the ordinary
course of business at prevailing prices which is not in excess
$50,000 in each transaction; and
(iv) employment contracts of less than one year's
duration and presently terminable by the Company at will
without liability, payment or any penalty.
The forms of written purchase and sales orders used by the Company
also are provided in Exhibit 3.1.21.
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All of the agreements and contracts listed in Exhibit 3.1.21 and all
of the agreements and contracts not required to be listed by reason of
clauses (i), (ii), (iii) or (iv) are valid and binding obligations of
the Company thereto in accordance with their respective terms and
there are no liabilities of any of the parties thereto arising from
any breach of or default in any provision of any such contract or
agreement or which would permit the acceleration of any obligation of
any party thereto or the creation of a lien or encumbrance upon any
asset of the Company.
3.1.22 Employee Matters.
3.1.22.1 Non-Salaried and Salaried Employees.
Exhibit 3.1.22 is a complete and accurate list of the
following:
(a) All employment and consulting
agreements, executive compensation plans, bonus
plans, deferred compensation plans, employee pension
plans or retirement plans, employee profit-sharing
plans, employee stock purchase and stock option
plans, hospitalization insurance, and other plans and
arrangements providing for employee benefits of
employees of the Company. Copies of each of the
preceding documents are included in Exhibit 3.1.22.
(b) The names, position, and compensation
paid to all the present directors, officers and
employees of the Company on an annual basis, together
with a summary of the bonuses, and description of
agreements for commissions or additional compensation
and other like benefits, if any, payable to such
persons. Except as described on Exhibit 3.1.22,
there are no insurance policies on the lives of any
such persons the premiums of which are paid or
contributed to by the Company.
(c) The names of all retired employees, if
any, of the Company who are receiving or are entitled
to receive any payments not covered by a fully funded
pension plan of the Company or by any union pension
related to a collective bargaining agreement to which
the Company is a party, their ages, and their current
annual funded and unfunded pension benefits.
3.1.22.2 Employee Pension Plan. The Company does
not have any "pension plans" (as defined in ERISA) other than
as listed in Schedule 3.1.22 (all of said plans being
sometimes hereinafter collectively referred to as the
"Plans"). Each of the Plans is a "qualified plan" within the
meaning of IRC, and no pension plan has been terminated or
experienced any "reportable event" within the meaning of
ERISA. Based upon an actuarial method of valuation of assets
which complies with ERISA and upon actuarial assumptions and
methods which comply
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with ERISA; (i) the present value of all accrued pension
benefits under each of the Plans determined as of the date of
the latest actuarial valuation report did not exceed the value
of the assets of such Plan on that date; and no amendment or
proposed amendment to such Plan adopted or proposed subsequent
to such date would, retroactively applied, make the foregoing
information inaccurate; and (ii) as of the date of the latest
actuarial valuation report there existed no "accumulated
funding deficiency" as defined in ERISA with respect to any
pension plan. No termination or partial termination of the
Plans has created, or will create or give rise to, any
liability to the PBGC under ERISA or otherwise operate in a
manner so as to permit the PBGC to acquire a lien upon any of
the Company's properties or assets. Except as disclosed in
Schedule 3.1.22, the Company does not participate and has not
participated in any "multi-employer plan" as defined in ERISA.
Exhibit 3.1.22 contains copies of the most recent actuarial
reports and trustee reports with respect to the Plans and
copies of all Internal Revenue Service "determination letters"
received by the Company in connection with any existing or
terminated plan.
3.1.22.3 Labor Relations. On the date of this
Agreement and on the Closing Date, there is not any strike,
lock-out, sit-down, slow-down, grievance or other labor
dispute or trouble of any nature whatsoever pending or, to the
knowledge of the Management Shareholders, threatened against
the Company which to any extent or in any manner affects the
Company. Further, to the knowledge of the Management
Shareholder, there has been no attempt to unionize any
employees of the Company within the last 5 years. The Company
is and has been in compliance with all laws regulating wages,
hours or working conditions of employees.
3.1.22.4 Payments to Employees. All accrued
obligations of the Company relating to employees and agents of
the Company, whether arising by operation of law, by contract
or by past service, for payments to trusts or other funds or
to any governmental agency, or to any individual employee or
agent (or their respective heirs, devisees, legatees or
personal representatives) with respect to unemployment
compensation benefits, profit-sharing or retirement benefits,
social security or other benefits have been paid when due, and
shall be paid if due on or before the Closing Date, by the
Company. All obligations of the Company as an employer or
principal relating to employees or agents, whether arising by
operation of law, by contract or by past practice, for
vacation and holiday pay, bonuses, and other forms of
compensation which are or have become payable to such
employees or agents, have been paid by the Company or have
been accrued on the Company's books as of July 31, 1995.
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3.1.23 Warranties; Product Liability. Exhibit 3.1.23 is a
complete and accurate list of any and all warranties made by the
Company covering or relating to any products or property sold or
leased by the Company and for any services furnished or rendered by
the Company. Except for losses, claims, damages and expenses
adequately covered by the Company's insurance coverages described on
Exhibit 3.1.18, there are no (a) liabilities of the Company, fixed or
contingent, asserted and arising out of or based upon incidents
occurring on or before the Closing Date with respect to any product
liability or any similar claim that relates to any product sold by the
Company to others on or before the Closing Date or (b) liabilities of
the Company, fixed or contingent, asserted and arising out of or based
upon incidents occurring on or before the Closing Date with respect to
any claim for the breach of any express or implied product warranty,
or any similar claim that relates to any product sold by the Company
on or before the Closing Date, and the Company and the Management
Shareholders have no knowledge of any product defects which could give
rise to any such liabilities or claims.
3.1.24 Compliance with Laws. At all times prior to the date
of this Agreement, the Company has materially complied with all laws,
orders, regulations, rules, decrees and ordinances affecting to any
extent or in any manner any aspect of its business. There are no
existing or proposed laws, orders, regulations, rules, decrees or
ordinances of such a nature as could be expected to adversely affect
the continued conduct of the Company's business in the manner
presently being carried on and conducted.
3.1.25 Compliance with Agreements, Etc. Neither the
execution of this Agreement by the Shareholders nor the consummation
of the transactions contemplated herein will constitute or cause a
breach or violation of any covenants or obligations binding upon any
of the Shareholders or affecting any of their respective properties.
Neither the execution of this Agreement nor the consummation of the
transactions contemplated herein will constitute or cause a breach or
violation of the Charter, bylaws or other covenants or obligations
binding upon the Company or affecting any of the Company's properties,
or cause a lien or other encumbrance to attach to any of its
properties, or result in the acceleration of or the right to
accelerate any obligation under or the termination of or the right to
terminate any license, franchise, lease, permit, approval or agreement
to which the Company is a party, or require a consent of any person to
prevent any such breach, default, violation, lien, encumbrance,
acceleration, right or termination, except certain bank loan
agreements described on Exhibit 3.1.25.
3.1.26 Approvals. No approval of or filing with any federal,
state or local court, authority or administrative agency is necessary
to authorize the execution and delivery of this Agreement by the
Shareholders or the consummation by the Shareholders of the
transactions contemplated herein, except for the filing of premerger
notification reports generally required by law with the United States
Federal Trade Commission and the U.S. Department of Justice.
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3.1.27 Bank Accounts. Exhibit 3.1.27 is a complete list
certified as of the date of this Agreement by the Treasurer of the
Company containing the names and locations of all banks or other
financial institutions which are depositaries of funds of the Company,
the names of all persons authorized to draw or sign checks or drafts
upon such accounts and the names and locations of any institutions in
which the Company has safe deposit boxes and the names of the persons
having access thereto.
3.1.28 Agreements. The Non-Competition Covenants will be,
when executed and delivered by the parties thereto, legal, valid and
binding agreements of the Company and the other parties (including
certain of the Shareholders) signatory thereto, enforceable in
accordance with their respective terms, except as the enforceability
of such agreements may be limited by laws of general application
relating to bankruptcy, insolvency and the relief of debtors.
3.1.29 Materiality. Except as already disclosed in this
Agreement, there are no events, transactions or other facts which,
either individually or in the aggregate, might reasonably give rise to
circumstances or conditions which might have a material adverse effect
on any of the general affairs, business, prospects, customers,
competition, properties, financial position, results of operation or
net worth of the Company.
3.2 Purchaser's Representations and Warranties. Purchaser
represents and warrants to the Shareholders as follows:
3.2.1 Incorporation. Purchaser is a corporation duly
organized, validly existing and in good standing under the laws of the
State of Delaware, and has full power and authority to own its
properties and to carry on its business as now conducted, and is in
good standing and duly qualified to conduct business as a foreign
corporation in each of the jurisdictions in which the ownership or
leasing of its properties or the conduct of its business requires such
qualification.
3.2.2 Authority. Purchaser has full power to enter into this
Agreement and to consummate the transactions contemplated by this
Agreement, and neither the execution of this Agreement nor the
consummation of the transactions contemplated by this Agreement will
constitute or cause a breach or violation of the Charter or bylaws of
the Purchaser or of any covenants or obligations binding upon it or
affecting any of its properties.
3.2.3 Authorization. No approval of or filing with any
federal, state or local court, authority or administrative agency is
necessary to authorize the execution of this Agreement or the
consummation by Purchaser of the transactions contemplated by this
Agreement, except for the filing of premerger notification reports
generally required by law with United States Federal Trade Commission
and the Department of Justice.
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3.2.4 Investment Intent. The Capital Stock has not been
registered under the Securities Act of 1933, as amended (the "Act"),
in reliance on the non-public offering exemption contained in Section
4(2) thereof. The Capital Stock is being and will be acquired by the
Purchaser for its own account, for investment purposes (meaning to
hold for an indefinite period), and without any intention to
distribute or otherwise dispose of the same.
3.2.5 Informed Purchase.
(a) Purchaser has been furnished with and has had
access to such information as Purchaser has considered
necessary including documents and conversations with Officers
and Shareholders to make a determination as to the purchase of
the Capital Stock together with such additional information as
is necessary to verify the accuracy of the information
supplied.
ARTICLE IV: COVENANTS
4.1 Management Shareholder Covenants. Each of the Management
Shareholders covenants and agrees that after the date hereof until Closing he
or she shall use his or her best efforts to cause the following:
4.1.1 The Company will carry on its business consistent with
prior practice in the usual and ordinary course, will not introduce
any new method of management or operation, and will use its best
efforts to preserve its business organization intact and conserve the
good will and relationships of its customers, suppliers and others
having business relations with it and the services of all officers,
employees, agents and representatives.
4.1.2 The Company will maintain its corporate existence and
good standing in its jurisdiction of incorporation and in each
jurisdiction in which it is qualified to do business, and it will not
amend its Charter or Bylaws from the forms to be delivered to the
Purchaser as Exhibit 3.1.2.
4.1.3 No payment, dividend or other distribution of any
nature will be declared, made, set aside or paid on or in respect of
any of the capital stock of the Company (except the final dividend of
$.25 per share payable August 3, 1995), nor will the Company directly
or indirectly issue, redeem, retire, purchase or otherwise acquire any
of its shares of capital stock.
4.1.4 Except with the Purchaser's prior written consent, and
except the bonus payable to Xxx Xxxxx described in Exhibit 4.1.4 no
increase will be made in the compensation or rate of compensation
payable or to become payable to the officers or
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employees of the Company, and no bonus, profit-sharing, retirement,
insurance, death, fringe benefit or other extraordinary or indirect
compensation shall accrue, be set aside or be paid for or on behalf of
any such officers or employees, and no agreement or plan with respect
to the same shall be adopted or committed for, except that nothing in
this paragraph is to preclude or void any benefits or Compensation
Reviews called for in the Seabee Corporation Employees Handbook as
described in Exhibit 4.1.4.
4.1.5 Except with the Purchaser's prior written consent, the
Company will not waive any material right or cancel any material
contract, debt or claim, nor will the Company assume or enter into any
contract, lease, license, obligation, indebtedness, commitment,
purchaser or sale except in the usual and ordinary course of business.
Without limitation of the foregoing, all indebtedness for borrowed
money, and commitments or agreements having a duration in excess of
three months (other than sales contracts with customers in the usual
and ordinary course of business), are deemed to be material and not in
the usual and ordinary course of business.
4.1.6 Except with the Purchaser's prior written consent, the
Company will not dispose of any capital assets having an initial cost
of $10,000 or more, nor will the Company discharge or satisfy any lien
or encumbrance or pay or perform any obligation or liability other
than (i) liabilities and obligations reflected in the Financial
Statements, and (ii) current liabilities and obligations incurred in
the usual and ordinary course of business since the date of the most
recent Financial Statements, and, in either case, only as required by
the express terms of the agreement or other instrument pursuant to
which the obligation or liability was incurred.
4.1.7 Except with the Purchaser's prior written consent, the
Company will not enter into or assume any mortgage, pledge,
conditional sale, security agreement or other title retention
agreement, permit any lien, encumbrance or claim of any kind to attach
to any of its assets, whether now owned or hereafter acquired, or
guarantee or otherwise become contingently liable for any obligations,
securities or dividends of any corporation, business or other person
except obligations arising by reason of endorsement for collection and
other similar transactions in the usual and ordinary course of
business, or make any capital contributions or investments in any
corporation, business or other person.
4.1.8 The Company will not alter the physical contents or
character of any of its inventories so as to affect the nature of its
business or result in a change in the total dollar valuation thereof
other than as a result of transactions in the usual and ordinary
course of business.
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4.1.9 The Company shall:
(i) duly and timely file all reports and returns
required to be filed with any governmental agency and will
promptly pay when due all taxes, assessments and governmental
charges including interest and penalties levied or assessed,
unless diligently contested in good faith by appropriate
proceedings;
(ii) maintain and keep in good order, consistent
with past practice, all buildings, offices, shops and other
structures, and keep all machinery, tools, equipment, fixtures
and other property in good condition, repair and working
order;
(iii) maintain in full force and effect all
policies of insurance now in effect;
(iv) not merge or consolidate with any other
corporation, business or other entity or acquire any assets of
any other corporation, business or other person (other than
inventory in the usual and ordinary course);
(v) not do any act or omit any act or permit any
omission to act which will cause a breach or default in any of
its contracts, commitments or obligations;
(vi) from the date hereof on reasonable notice
afford the Purchaser, its counsel, accountants, and other
agents and representatives full access during normal business
hours throughout the period prior to the Closing to all of its
plants, offices, properties and records, including such access
as may be necessary to allow the Purchaser to make an audit or
otherwise satisfy itself of the accuracy of the
representations and warranties contained in this Agreement and
that the conditions contained in this Agreement have been
complied with and will furnish documents and all such other
information, and access to the Management Shareholders and the
Company's officers and employees for interviews, concerning
its properties and business as the Purchaser may reasonably
request; provided, however, that any investigation or inquiry
made by the Purchaser shall not in any way affect the
representations and warranties contained in this Agreement or
their survival of the Closing; and
(vii) cause Xxxxxx, Xxxxxxxxx and Xxxxxx to duly
complete the balance sheet and other financial books and
records of the Company for the period ended July 31, 1995, in
accordance with GAAP, and cause the working papers of such
auditors to have been provided to the Purchaser for review by
the Purchaser and its independent certified public
accountants.
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4.1.10 Neither the Company nor the Management Shareholders
shall take any action or omit to take any action within the control of
any of them to the extent such action or omission might result in any
of the representations or warranties of the Management Shareholders
set forth in this Agreement being inaccurate or incorrect on and as of
the Closing Date.
4.1.11 On or prior to the Closing Date, each of the
Shareholders shall pay to the Company any outstanding indebtedness
owed by any of them to the Company, except for payroll advances being
repaid by payroll deductions which are to be repaid according to the
originally agreed repayment schedule as set forth on Exhibit 3.1.13.
4.1.12 The Company may pay the Company's expenses of
completing the audit described in Section 4.1.9(vii) and may pay up to
$35,000 of the actual and reasonable legal and accounting expenses of
the Shareholders incurred in connection with the transactions
contemplated by this Agreement at any time on or before the Closing
Date.
ARTICLE V: CONDITIONS PRECEDENT
5.1 Purchaser's Conditions Precedent. The obligation of the
Purchaser to consummate the transactions contemplated by this Agreement on the
Closing Date is subject to the satisfaction, prior to or on the Closing Date,
of each of the following conditions, the failure of any one of which shall
excuse the Purchaser from consummating such transactions unless any such
conditions are waived (in whole or in part) by the Purchaser in writing:
5.1.1 Representations and Warranties. The representations
and warranties made by the Shareholders contained in this Agreement or
in any written document delivered to the Purchaser pursuant to this
Agreement shall be accurate and correct in all material respects on
and as of the Closing Date as if made on and as of that date. The
Exhibits referred to herein and the documents and schedules delivered
pursuant hereto shall likewise be accurate and correct in all material
respects on and as of the Closing Date as if prepared on and as of
that date. There shall not have been any material error, misstatement
or omission in any of the Exhibits, or other documents or schedules
delivered in connection with the Exhibits.
5.1.2 Covenants. The Management Shareholders shall have
complied with (and caused the Company to have complied with) all of
their respective obligations, covenants and agreements under this
Agreement required to be performed on or prior to the Closing Date.
5.1.3 Opinion of Counsel. The Purchaser shall have been
furnished with an opinion of the Shareholders' Attorney, dated as of
the Closing Date in substantially the form of Exhibit 5.1.3 attached
hereto and made a part hereof.
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5.1.4 No Adverse Change. On the Closing Date, the business
and properties of the Company shall not have been or then be adversely
affected in any way as a result of any casualty or disaster, accident,
labor dispute, exercise of the power of eminent domain or other
governmental act or any other fortuitous event, act of God or the
public enemy, nor shall have there occurred any adverse change in the
general affairs, business, prospects, customers, competition,
properties, financial position, results of operations or net worth of
the Company.
5.1.5 Litigation. No suit, action or other proceeding shall
be pending or threatened before any court or governmental agency
seeking to restrain, prohibit or to obtain damages or other relief in
connection with this Agreement or the consummation of the transactions
contemplated herein and there shall have been no investigations or
inquiry made or commenced by any governmental agency in connection
with this Agreement or the transactions contemplated in this
Agreement.
5.1.6 Certificate. The Purchaser shall have received a
certificate dated the Closing Date and signed by the Management
Shareholders representing and warranting that the conditions precedent
provided in Sections 5.1.1, 5.1.2, 5.1.4 and 5.1.5 are satisfied.
5.1.7 Xxxx-Xxxxx-Xxxxxx. As to disbursement of the purchase
price, the waiting period imposed under the Xxxx-Xxxxx-Xxxxxx Act
shall have terminated or a waiver shall have been obtained.
5.1.8 Share Certificates. The Shareholders and Class II
Shareholders shall deliver to the Purchaser certificates representing
all of the Capital Stock registered in the name of the Shareholders
(without any restrictive legend thereon or together with such
instruments and items as shall permit, in the opinion of Purchaser's
Attorney, the sale and transfer of such shares free, clear and
discharged of and from any such legend), endorsed in blank or with
accompanying stock powers duly signed, in either such case with
signatures guaranteed by a national banking association or attested to
by an officer or director of the Company who has personal knowledge of
the identity of the Shareholder, and such other instruments or
documents as shall, in the opinion of the Purchaser's Attorney, be
reasonably required to vest good and marketable title in the Purchaser
to the Capital Stock, free, clear and discharged of and from any and
all Encumbrances.
5.1.9 Resignations. Each director and officer of the Company
shall have delivered to the Purchaser resignations from such positions
and any other positions held in, or by appointment by or from, the
Company.
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5.1.10 Good Standing. The Purchaser shall have received a
certificate of the Secretary of State of Iowa and of each of the
states set forth in Exhibit 3.1.1, dated as of a date reasonably near
to the Closing Date, listing all corporate documents relating to the
Company on file and certifying that the Company is a corporation duly
organized and existing under the laws of such state.
5.1.11 Non-Competition Covenants. The individuals listed in
Exhibit 5.1.11 shall each have entered into a three (3) year
non-competition agreement with the Company.
5.1.12 Financial Statement. The Company shall have completed
its balance sheet and other financial books and records for the period
ended July 31, 1995, and the results shall be satisfactory to the
Purchaser and its independent certified public accountants.
5.1.13 Due Diligence. Purchaser shall have reviewed,
investigated, ascertained and verified to its satisfaction the
business and affairs of the Company and all facts, information and
other matters regarding the Company referred to in this Agreement or
given or provided in connection with this Agreement.
5.1.14 Board Approval. The transactions contemplated under
this Agreement shall have been approved in all respects by the Board
of Directors of the Purchaser.
5.1.15 Tender of All Shares. It is the essence of this
transaction that the Purchaser shall be able to purchase at least 95%
of the Class A and Class B Capital Stock owned by Shareholders and the
Class II Shareholders and unless the transaction shall be closed as to
at least 95% of the Capital Stock as provided herein, the Purchaser
may at its option either (i) terminate this Agreement, or (ii)
purchase the Capital Stock tendered at the Closing while reserving its
rights to structure a merger between Company and Purchaser to deal
with the non-tendering Stockholders.
The Class II Shareholders are not signatories to this Stock
Purchase Agreement but will be asked to sign a separate Class II
Shareholders Stock Purchase Letter (a copy of which is attached hereto
and designated as Exhibit 5.1.15). The Company acting through its
Management and Board of Directors shall send a letter to all of the
Class II Shareholders indicating that the Purchaser is offering to
purchase their shares of stock on the same terms and conditions as the
purchase between Purchaser and Management Shareholders and describing
the mechanics by which the Shareholder can tender his or her shares to
the Company which will hold those shares as Escrow Agent until the
Closing Date. On the Closing Date, all the shares of Stock tendered
by the Class I and II Shareholders shall be delivered to the Purchaser
and the consideration to be paid to the Class I and II Shareholders
shall be paid on that date. The letter to the Class I and II
Shareholders [a copy of which is set forth in Exhibit 5.1.15(a)]
indicates that the
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Directors of Company recommend to the Class II Shareholders the stock
purchase transaction and shall include the Class II Shareholder Stock
Purchase Agreement, the fairness opinion of Northstar Industries,
Inc., and a Stock Power to be signed and transmitted at the time the
share certificates are tendered to the Company.
5.2 Shareholders' Conditions Precedent. The obligation of the
Shareholders to consummate the transactions contemplated by this Agreement on
the Closing Date is subject to the satisfaction, prior to or on the Closing
Date, of each of the following conditions, the failure of any one of which
shall excuse the Shareholders from consummating such transactions unless any
such conditions are waived (in whole or in part) by each of the Management
Shareholders in writing.
5.2.1 Representations and Warranties. The representations
and warranties made by the Purchaser in this Agreement shall be
accurate and correct in all material respects on and as of the Closing
Date as if made on and as of that date and the Shareholders shall have
received a certificate dated the Closing Date signed by the Purchaser
to such effect.
5.2.2 Covenants. The Purchaser shall have complied with all
of its obligations, covenants and agreements under this Agreement
required to be performed on or prior to the Closing Date.
5.2.3 Opinion of Counsel. The Shareholders shall have been
furnished with an opinion of the Purchaser's Attorney, dated the
Closing Date, in substantially the form of Exhibit 5.2.3 attached
hereto and made a part hereof.
ARTICLE VI: INDEMNIFICATION.
6.1 Indemnification by the Shareholders. The Management
Shareholders shall indemnify, defend and hold harmless Purchaser and
Purchaser's officers, directors, employees and shareholders from, against and
with respect to any claim, liability, obligation, loss, damage, assessment,
judgment, cost and expense (including, without limitation, reasonable
attorney's and accountant's fees and costs and expenses reasonably incurred in
investigating, preparing, defending against or prosecuting any litigation or
claim, action, suit, proceeding or demand), of any kind or character, arising
out of or in any manner incident, relating or attributable to (i) any
inaccuracy in any representation or warranty of any Management Shareholder
contained in this Agreement or in any certificate, instrument of transfer or
other document or agreement executed by any Management Shareholder or the
Company in connection with this Agreement, or otherwise made or given in
connection with this Agreement, or (ii) any failure by any Management
Shareholder to perform or observe, or to have performed or observed, in full
any covenant, agreement or condition to be performed or observed by such
Management Shareholder under this Agreement or under any certificate or other
document or agreement executed by any
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Management Shareholder or the Company in connection with this Agreement. In
the event of an occurrence of any item prior to closing in (i) or (ii) as set
forth above, the sole and exclusive remedy of the parties to this transaction
shall be to terminate the agreement and no further liability shall exist.
6.2 Indemnification by the Purchaser. The Purchaser shall
indemnify, defend and hold harmless the Shareholders from, against and with
respect to any claim liability, obligation, loss, damage, assessment, judgment,
cost and expense (including, without limitation, reasonable attorney's and
accountant's fees and costs and expenses reasonably incurred in investigating,
preparing, defending against or prosecuting any litigation or claim, action,
suit, proceeding or demand), of any kind or character, arising out of or in any
manner incident, relating or attributable to (i) any inaccuracy in any
representation or warranty of the Purchaser contained in this Agreement or in
any certificate, instrument of transfer or other document or instrument
executed by Purchaser in connection with this Agreement or otherwise made or
given in connection with this Agreement, or (ii) any failure by Purchaser to
perform or observe, or to have performed or observed, in full any covenant,
agreement or condition to be performed or observed by Purchaser under this
Agreement or under any certificate or other document or agreement executed by
Purchaser in connection with this Agreement.
ARTICLE VII: MISCELLANEOUS.
7.1 Entire Agreement, Waivers and Amendment. This Agreement,
including for such purposes other agreements among the parties to this
Agreement to be executed and delivered at the Closing, constitutes the entire
agreement among the parties pertaining to the subject matter hereof and
supersedes all prior and contemporaneous agreements, understandings,
negotiations and discussions, whether oral or written, of the parties, and
there are no other agreements between the parties in connection with the
subject matter hereof except as set forth specifically herein. No amendment,
supplement, modification, waiver or termination of this Agreement shall be
implied or be binding (including, without limitation, any alleged wavier based
on a party's knowledge of any inaccuracy in any representation or warranty
contained herein) unless in writing and signed by the party against which such
amendment, supplement, modification, waiver or termination is asserted. 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
therein provided.
7.2 No Brokerage. Each party to this Agreement represents and
warrants that except for the Engagement Agreement between the Company and
Northstar Industries, Inc., no broker, agent or finder has been retained or is
entitled to be paid in connection with the transactions contemplated by this
Agreement and that no brokerage or finder's fee or agent's or other commission
other than to Northstar Industries, Inc. has been agreed to be paid for or on
account of this Agreement by Seabee.
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7.3 Successors and Assigns. All of the terms and provisions of
this Agreement by or for the benefit of the parties shall be binding upon and
inure to the benefit of their successors, assigns, heirs and personal
representatives. The rights and obligations provided by this Agreement shall
not be assignable by any party, except by the Purchaser to a subsidiary or a
successor to its business, and except as expressly provided herein nothing
herein is intended to confer upon any person other than the parties and their
successors any rights or remedies under or by reason of this Agreement.
7.4 Notices. All notices, requests, demands and other
communications which are required or may be given under this Agreement shall be
in writing and shall be deemed to have been duly given if personally delivered,
forwarded by overnight air express and receipted for by the recipient or an
agent of the recipient or mailed by registered or certified United States mail,
postage prepaid and return receipt requested, to the following addresses (or to
such other address of a party as shall have been specified to the other parties
to this Agreement by notice):
(a) If to the Purchaser, at:
Kaydon Corporation
Arbor Xxxxxxxxx Xxxxxx Xxxx, Xxxxx 000
00000 XX 00 Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000-0000
ATTN: Xxxx X. Xxxxxx
with a copy to Purchaser's Attorney, at:
Xxxxx, Xxxxxx & Irish
000 Xxxxxxx Xxxxx, X.X. Xxx 000
Xxxxxxxx, Xxxxxxxx 00000-0000
ATTN: Xx. Xxxxxxx X. Xxxxx
(b) If to a Shareholder, at:
Seabee Corporation
Xxxxxxx 0 Xxxx
X.X. Xxx 000
Xxxxxxx, Xxxx 00000-0000
ATTN: Xxx Xxxxx
-25-
26
with a copy to Shareholder's Attorney, at:
Hagemann, Goeke, Xxxx & Xxxxxxxxx
000 Xxxx Xxxxxx Xxxxxx
Century Building, X.X. Xxx 00
Xxxxxxx, Xxxx 00000
ATTN: Xxx X. Xxxxxxxx
(c) If to the Management Shareholders, at the addresses
of each Management Shareholder.
7.5 Headings. The article, section and paragraph headings
contained in this Agreement are for reference purposes only and shall not
affect in any way the meaning or interpretation of this Agreement.
7.6 Exhibits, Etc. All Exhibits, Annexes and schedules referred
to in this Agreement shall be deemed to be attached to and made a part of this
Agreement.
7.7 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7.8 Payment of Expenses. Except as described in Section 4.1.12,
each of the parties shall pay all of the costs and expenses which such party
incurs incident to the preparation, negotiation, execution and delivery of this
Agreement and the performance of the obligations hereunder, including, without
limitation, the fees and disbursements of counsel, accountants and consultants,
without right of reimbursement from any other party or the Company.
7.9 Further Assurances. The Shareholders shall, from time to time
after the Closing Date, upon the Purchaser's reasonable request and without
further consideration, execute and deliver such additional papers, instruments
and documents and take such other action and give such further assurances as
may be necessary, proper or convenient more effectively to transfer to and vest
in the Purchaser the full and complete ownership of the Capital Stock free and
clear of any Encumbrance. The parties further agree to exercise their good
faith efforts to satisfy all conditions to the consummation of this Agreement,
including, without limitation, the satisfaction of the requirements of the
Xxxx-Xxxxx-Xxxxxx Act.
7.10 Governing Law and Choice of Forum. This Agreement shall be
governed by and construed under and pursuant to the internal laws of the State
of Iowa. Any and all actions concerning any dispute arising under this
Agreement shall be filed and maintained only in a state or federal court
sitting in the State of Iowa.
-26-
27
7.11 Public Information. Prior to the Closing Date, except for
information required to be given by law (including the Xxxx-Xxxxx-Xxxxxx Act,
the IRC or state taxation statutes) or by court, administrative or other
governmental order, no press release or other information relating to the
transactions contemplated by this Agreement shall be made or given to the
public by the Shareholders except upon the written agreement of the Purchaser.
IN WITNESS WHEREOF, the parties to this Agreement have made, executed
and delivered this Agreement as of the day and year first above written.
KAYDON ACQUISITION CORPORATION V
A DELAWARE CORPORATION
By
/s/ Xxxxxxx X. Xxxxxx
------------------------------------
Its President
-------------------------------
SHAREHOLDERS:
/s/ Xxxxxx X. Xxxxx
-------------------------------------
Xxxxxx X. Xxxxx
/s/ Xxxxxxxxx X. Xxxxx
-------------------------------------
Xxxxxxxxx X. Xxxxx
/s/ Xxxxx Xxxxxx
-------------------------------------
Xxxxx Xxxxxx
/s/ Xxxx Xxxxxxx
-------------------------------------
Xxxx Xxxxxxx
/s/ Xxxxx Xxxxxx
-------------------------------------
Xxxxx Xxxxxx
-27-
28
Seabee Corporation Employee
Stock Ownership Plan:
/s/ Xxxxxx X. Xxxxx
-------------------------------------
Trustee
/s/ Xxxxxxxxx X. Xxxxx
-------------------------------------
Trustee
/s/ Xxxxx Xxxxxx
-------------------------------------
Trustee
-28-
29
TAB 2
ANNEX I - CLASS A CAPITAL STOCK SHAREHOLDERS
30
ANNEX I Page 1
Names and Number of
addresses of SS or Shares of
Shareholders ID # Capital Stock Cash Payment
------------ ----------- ------------- ------------
Xxxxx X. Xxxxxx
0000 0xx Xxx. XX
Xxxxxxx, Xxxx 00000 ###-##-#### 3,450 $ 55,200.00
Xxxx Xxxxxxx
000 0xx Xxxxxx XX
Xxxxxxx, Xxxx ###-##-#### 26,000 416,000.00
Xxxxx X. Xxxxxx
0000 Xxxxx Xxx.
Xxxxxxx, Xxxx 00000 ###-##-#### 8,700 139,200.00
Catherlne X. Xxxxx
0000 0xx Xxx. XX
Xxxxxxx, Xxxx 00000 ###-##-#### 320,000 5,120,000.00
Xxxxxx X. Xxxxx
0000 0xx Xxx. XX
Xxxxxxx, Xxxx 00000 ###-##-#### 295,000 4,720,000.00
Seabee Corporation E.S.O.T
XX Xxx 000
Xxxxxxx, Xxxx 00000 00-0000000 238,302 3,812,832.00
-------- -------------
TOTAL ANNEX I 891,452 $14,263,232.00
31
TAB 3
ANNEX II - CLASS B CAPITAL STOCK SHAREHOLDERS
32
ANNEX II Page 1
Names and Number of
addresses of SS or Shares of
Shareholders ID # Capital Stock Cash Payment
------------ ----------- ------------- ------------
Xxxx X. Xxxxxx
000 00xx Xxxxxx Xxxx
Xxxxxxxx, Xxxx 00000 ###-##-#### 2,775 $44,400.00
Xxxxxx X. Xxxxxx
000 0xx Xxxxxx
Xxxxxxx, Xxxx 00000 ###-##-#### 15 240.00
Xxxxxx X. XxXxxxx
000 0xx Xxxxxx XX
Xxxxxxx, Xxxx 00000 ###-##-#### 398 6,368.00
Xxxxx X. Xxxxxxxx
000 0xx Xxxxxx XX
Xxxxxxx, Xxxx 00000 ###-##-#### 25 400.00
Xxxxx X. Xxxxxxx
0000 Xxxxxx Xxxxx
Xxxxxxx, Xxxx 00000 ###-##-#### 265 4,240.00
Xxxxxx Xxxxx
XX 0 Xxx 000
Xxxxxx, Xxxx 00000-0000 ###-##-#### 3 48.00
Xxxxxx X. Xxxx
0000 Xxxxxx Xxxxx
Xxxxxxx, Xxxx 00000 ###-##-#### 1,300 20,800.00
Xxxxx Xxxxxxx
000 0xx Xxx. XX
Xxxxxxx, Xxxx 00000 ###-##-#### 2 32.00
Xxxxxx X. Xxxx
000 X. Xxx
Xxxxxxxxxxx, Xxxx 00000 ###-##-#### 4,000 64,000.00
Xxxxx X. Xxxxx
Xxx 000
Xxxxxxxxxxx, Xxxx 00000 ###-##-#### 2,100 33,600.00
Xxxxxx X. Xxxxx
0000 000xx Xxxxxx
Xxxxxx, Xxxx 00000 ###-##-#### 500 8,000.00
Xxxxx X. Mango
0000 0xx Xxx. XX
Xxxxxxx, Xxxx 00000 ###-##-#### 4,435 70,960.00
33
ANNEX II Page 2
Names and Number of
addresses of SS or Shares of
Shareholders ID # Capital Stock Cash Payment
------------ ----------- ------------- ------------
Xxxxxxxx X. Xxxxx
000 Xxxxxxxxx Xxxxx
Xxxxx Xxxx, Xxxx 00000 ###-##-#### 500 $ 8,000.00
Xxxxx X. Xxxx
000 00xx Xxx. XX
Xxxxxxx, Xxxx 00000 ###-##-#### 250 4,000.00
Xxxx Xxxxxx
000 0xx XX
Xxxxxxx, Xxxx 00000 ###-##-#### 100 1,600.00
Xxxxxx X. Xxxxxxxx
X.X
Xxxxxx, Xxxx 00000 ###-##-#### 100 1,600.00
Xxxxxx X. Xxxx
XX 0
Xxxxxxxx, Xxxx 00000 ###-##-#### 50 800.00
Xxxx X. Xxxxxx
000 Xxxxxxxx
Xxxxxxxxx, Xxxx 00000 ###-##-#### 89 1,424.00
Xxxxxx Xxxxxxx
000 xxxx Xxxxx XX
Xxxxxxx, Xxxx 00000 ###-##-#### 16 256.00
Xxxxxxx X. Xxxxxxxxx
000 0xx Xxxxxx XX
Xxxxxxx, Xxxx 00000 ###-##-#### 3,200 51,200.00
Xxxx X. Xxx
000 0xx Xxx. XX
Xxxxxxx, Xxxx 00000 ###-##-#### 500 8,000.00
Xxxx X. Xxxxxxxxx
000 0xx Xxxxxx XX
Xxxxx Xxxx, Xxxx 00000 ###-##-#### 40 640.00
Xxxxx X. Xxxxxxx
0000 000xx Xxxxxx
Xxxxxxx, Xxxx 00000 ###-##-#### 500 8,000.00
Xxxx Xxx Xxxx
0000 Xxxxx Xx. Xxx. 00
Xxx Xxxxxx, Xxxx 00000 ###-##-#### 1 16.00
34
ANNEX II Page 3
Names and Number of
addresses of SS or Shares of
Shareholders ID # Capital Stock Cash Payment
------------ ----------- ------------- ------------
Xxxx X. Xxxx
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxx 00000 ###-##-#### 200 $ 3,200.00
Xxxxxxx X. Xxxxx
000 X. Xxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxx 00000 ###-##-#### 12,591 201,456.00
Xxxxx X. Xxxxxxx
1929 000 Xx. XX
Xxxxxxxx, Xxxxxxxxxx 00000-0000 ###-##-#### 363 5,808.00
Xxxxxx X. Xxxxxxx
000 0xx Xxxxxx XX
Xxxxxxx, Xxxx 00000 ###-##-#### 450 7,200.00
Xxxxx X. Xxxxxxxxx
000 0xx Xxxxxx XX
Xxxxxxx, Xxxx 00000 ###-##-#### 210 3,360.00
Xxxx X. Xxxxxxxx
000 0xx Xxxxxx XX
Xxxxxxx, Xxxx 00000 ###-##-#### 100 1,600.00
Xxxxx X. Xxxxxxxx
000 Xxxxx Xxxxxxx
Xxxxxxx, Xxxx 00000 ###-##-#### 1,090 17,440.00
Xxxxxxx X. Xxxxxxxxx, Xx.
0000 Xxxxxx Xxxxx
Xxxxxxx, Xxxx 00000 ###-##-#### 4,699 75,184.00
Xxxxxxx X. Xxxxxxxxx
000 00xx Xxx. XX
Xxxxxxx, Xxxx 00000 ###-##-#### 7,250 116,000.00
Xxxxxx X. Xxxxxx
0000 0xx Xxxxxx XX
Xxxxxxx, Xxxx 00000 ###-##-#### 1,000 16,000.00
Xxxxx X. Xxxxxxx
000 0xx Xxxxxx XX
Xxxxxxx, Xxxx 00000 ###-##-#### 608 9,728.00
Xxxxx Xxxxxx
000 XX 0xx Xxx.
Xxxxxxxxxx, Xxxx 00000 ###-##-#### 10 160.00
Xxxxxxx X. Xxxxxx
XX 0 Xxx 00
Xxxxxxx Xxxx, Xxxx 00000 ###-##-#### 6 96.00
35
ANNEX II Page 4
Names and Number of
addresses of SS or Shares of
Shareholders ID # Capital Stock Cash Payment
------------ ----------- ------------- ------------
Xxxx X. Xxxxxx
Xxx 000
Xxxxxxx, Xxxx 00000 ###-##-#### 20 $ 320.00
Xxxxxx Xxxxxxxx
000 0xx Xxxxxx XX
Xxxxxxxxxx, Xxxx 00000 ###-##-#### 9 144.00
Xxxxx X. Xxxxx
0000 00xx Xxxxxx
Xxx Xxxxxx, Xxxx 00000 ###-##-#### 468 7,488.00
Xxxxxx X. Xxxxx
0000 000xx Xxxxxx
Xxxxxxx, Xxxx 00000 ###-##-#### 469 7,504.00
Xxxx X. Xxxxx
###-##-#### 469 7,504.00
Xxxxx X. Xxxxx
###-##-#### 469 7,504.00
Xx X. Xxxxxx
0000 Xxxxxx Xxxxx Xxxx
Xxxxxxx, Xxxx 00000 ###-##-#### 100 1,600.00
Xxxxxxxx Xxxxxx
0000 Xxxxxx Xxxxx Xxxx
Xxxxxxx, Xxxx 00000 ###-##-#### 100 1,600.00
Xxxxxx Xxxxxx Revocable Trust
000 X. 0xx Xxx 000
Xxxxxx, Xxxx 00000 ###-##-#### 7,000 112,000.00
Xxxxx Xxxxxx Revocable Trust
000 X. 0xx Xxx 000
Xxxxxx, Xxxx 00000 ###-##-#### 7,000 112,000.00
Xxxxxx Xxxxxxx
000 0xx Xxx. XX
Xxxxxxx, Xxxx 00000 ###-##-#### 913 14,608.00
Xxxxxxxx Xxxxxx
00 X. Xxxxx Xxxx
Xxxxxxxx, Xxx Xxxx 00000 ###-##-#### 6,000 96,000.00
Xxxx & Xxxxx Xxxxxx
000 Xxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000 ###-##-#### 1,000 16,000.00
36
ANNEX II Page 5
Names and Number of
addresses of SS or Shares of
Shareholders ID # Capital Stock Cash Payment
------------ ----------- ------------- ------------
Xxxxxxx Xxxxxxx
0000 Xxxxxxx Xxx
Xxxxxxx, Xxxx 00000 ###-##-#### 1,500 $ 24,000.00
Xxxxx Xxxx
00000 Xxxxxxxxx Xxx. Xx.
Xxxxxxx, XX 00000 ###-##-#### 1,500 24,000.00
Xxxxxx Xxxxx Revocable Trust
XX 0 Xxx 000
Xxxxxx, Xxxx 00000 00-0000000 39,000 624,000.00
Xxxx X. Xxxxx
0000 Xxxxx Xxxx Xxxxx
Xxxxx, Xxxxxxx 00000 ###-##-#### 8,625 138,000.00
Xxxx X.X. Xxxxxxxx
0000 X. Xxxxxxx Xxx.
Xxxxxxxxxxx, XX 00000-0000 ###-##-#### 1,250 20,000.00
Xxxx Xxxxxx Fryer
0000 Xxxxx Xxxx
Xxxxx, Xxxxxxx 00000 ###-##-#### 1,250 20,000.00
Xxxxx Xxxxx Xxxxxxxxxx Xxxxx
0000 Xxxxx Xxxx
Xxxxx, Xxxxxxx 00000 ###-##-#### 1,250 20,000.00
Xxxx X. Xxxxx Custodian for
Kaitlin Xxxxxx Xxxxx
0000 Xxxxx Xxxx
Xxxxx, Xxxxxxx 00000 ###-##-#### 625 10,000.00
Xxxx X. Xxxxx
000 0xx Xxx.
Xxxxxxx Xxxx, Xxxx 00000 ###-##-#### 300 4,800.00
Xxxx Xxxxxxxx
Xxx 00
Xxxxxxx, Xxxx 00000 ###-##-#### 6,600 105,600.00
Xxxxx X. Xxxxxxxx
X.X. Xxx 00
Xxxxxxx, Xxxx 00000 ###-##-#### 5,812 92,992.00
St. Paul's Lutheran Church
000 0xx Xxx. XX
Xxxxxxx, Xxxx 00000 00-0000000 125 2,000.00
St. Paul's Lutheran School Endowment
000 0xx Xxx. XX
Xxxxxxx, Xxxx 00000 00-0000000 63 1,008.00
37
ANNEX II Page 6
Names and Number of
addresses of SS or Shares of
Shareholders ID # Capital Stock Cash Payment
------------ ----------- ------------- ------------
Xxxx Xxxxxxxx XXX
State Bank of Waverly
Xxx 00
Xxxxxxx, Xxxx 00000 ###-##-#### 1,900 $ 30,400.00
Xxxx Xxxxxxxx
000 0xx Xxx. XX
Xxxxxxx, Xxxx 00000 ###-##-#### 8,600 137,600.00
Dona1d X. Xxxxxx
Xxx 000
Xxxxx, Xxxxxxxxx 00000 ###-##-#### 10,000 160,000.00
Xxxxx X. Xxxxx
XX 0
Xxxxx Xxxx, Xxxx 00000 ###-##-#### 75 1,200.00
Xxxx & Xxxxxxxxx Xxxxx
XX 0 Xxx 00
Xxxxxxxxx, Xxxx 00000 ###-##-#### 100 1,600.00
Xxxx X. Xxxx
0000 Xxxxxx Xxxxx
Xxxxxxx, Xxxx 00000 ###-##-#### 400 6,400.00
Xxxxxxxxx Xxxxxxx
000 0xx Xxxxxx XX
Xxxxxxx, Xxxx 00000 ###-##-#### 2,000 32,000.00
Xxxx & Xxxxxxxxx Xxxxxxx Trust
State Bank of Waverly
Xxx 00
Xxxxxxx, Xxxx 00000 ###-##-#### 10,000 160,000.00
Xxxxxx Xxxxxxx
000 00xx Xxxxxx XX
Xxxxxxx, Xxxx 00000 ###-##-#### 210 3,360.00
Redeemer Lutheran Church
0000 X. Xxxxxx
Xxxxxxx, Xxxx 00000 00-000-0000 375 6,000.00
Xxxxx Xxxxxxx
XX 0
Xxxxxxxxxx, Xxxx 00000 ###-##-#### 2,709 43,344.00
38
ANNEX II Page 7
Names and Number of
addresses of SS or Shares of
Shareholders ID # Capital Stock Cash Payment
------------ ---------- ------------- -------------
Xxxxxx X. Xxxxx
000 0xx Xx. XX
Xxxxxxx, Xxxx 00000 ###-##-#### 2,000 $ 32,000.00
Xxxxxxx X. Xxxxxxxx
000 Xxxxx Xxxxx Xx. Xxxxxxxxx
Xxxxx, Xxxxxxxx 00000 ###-##-#### 8,250 132,000.00
Xxxx X. Xxxxxxxx
000 Xxxxx Xxxxx Xx. Xxxxxxxxx
Xxxxx, Xxxxxxxx 00000 ###-##-#### 7,750 124,000.00
Xxxxxxx X. Xxxxxxx
000 00xx Xxx. XX
Xxxxxxx, Xxxx 00000 ###-##-#### 1,500 24,000.00
Xxxxx &/or Xxxxx Xxxx
0000 Xxxxxxx Xxx Xxxxx
Xxxxx Xxxxx, Xxxx 00000 ###-##-#### 18,000 288,000.00
Xxx Xxxxxx
000 0xx Xxx. XX
Xxxxxxx, Xxxx 00000 ###-##-#### 24,000 384,000.00
Xxxxxxx Xxxxxx
000 0xx Xxx. XX
Xxxxxxx, Xxxx 00000 ###-##-#### 1,000 16,000.00
Xxxxx Xxxxxx
0000 Xxxxx Xxx
Xxxxxxx, Xxxx 00000 ###-##-#### 1,500 24,000.00
Xxx X. Xxxxxxx
0000 Xxxxx Xxxxx Xxxxx
Xxxxxxx, Xxxx 00000 ###-##-#### 140 2,240.00
Xxxxxxx Xxxxxxx
0000 Xxxxx Xxxxx Xxxxx
Xxxxxxx, Xxxx 00000 ###-##-#### 400 6,400.00
Xxxxxx Xxxxxxx
0000 Xxxxx Xxxxx
Xxxxxxx, Xxxx 00000 ###-##-#### 600 9,600.00
Xxxxxxx Xxxxxxx Pension Trust
%X.X. Xxxxxxx & Co., Inc.
XX Xxx 000
Xxxxxxx, Xxxx 00000 00-0000000 1,700 27,200.00
39
ANNEX II
Page 8
Names and Number of
addresses of SS or Shares of
Shareholders ID # Capital Stock Cash Payment
------------ ------------- ------------- ------------
Xxxxxxx Xxxxxxx Profit Xx.Xxxxx
% X.X. Xxxxxxx & Co., Inc.
XX Xxx 000
Xxxxxxx, Xxxx 00000 00-0000000 3,560 $ 56,960.00
Xxxxxxx X. Xxxxx
000 X. Xxxxxxx
Xxxxxxxxxxx, Xxxx 00000 ###-##-#### 65,200 1,043,200.00
Katharine Xxx Xxxxxx
Xxx 000
Xxxxxxxx, Xxxx 00000 ###-##-#### 500 8,000.00
Xxxxxxx X. Xxxxx-Xxxxxxxxxx
0000 Xxxxxxx Xxxxxx
Xxxxxxxx, Xxxx 00000 ###-##-#### 500 8,000.00
Xxxxxx X. Xxxxx
000 Xxxxxx
Xxxxxxxxxxx, Xxxx 00000 ###-##-#### 500 8,000.00
Xxxxxxx X. Xxxxxxxxxx
000 X. Xxxxxx Xx.
Xxxxxxxxxxx, Xxxx 00000 ###-##-#### 500 8,000.00
Xxxxx X. Xxxxxx
Xxxxxxx Ranger Station
HC 64 Xxx 0000-0
Xxxxxxx, Xxxxx 00000 ###-##-#### 764 12,224.00
Xxxxxxxx X. Xxxxxx
Sawtooth National Rec. Area
Star Xxxxx
Xxxxxxx, Xxxxx 00000 ###-##-#### 650 10,400.00
Stabow & Company
XX Xxx 00
Xxxxxxx, Xxxx 00000 00-0000000 2,000 32,000.00
Stabow & Company #291
XX Xxx 00
Xxxxxxx, Xxxx 00000 00-0000000 10,000 160,000.00
Xxxxxxx Xxxxxxx
XX 0
Xxxxxxx, Xxxx 00000 ###-##-#### 500 8,000.00
Waverly First Nat'l Bank
Xxxxx Xxxxx XXX
Xxxxxxx, Xxxx 00000 ###-##-#### 100 1,600.00
40
ANNEX II Page 9
Names and Number of
addresses of SS or Shares of
Shareholders ID # Capital Stock Cash Payment
------------ ----------- ------------- ------------
Xxxxxxx Xxxxxxxxx
000 0xx Xxxxxx XX
Xxxxxxx, Xxxx 00000 ###-##-#### 27 $ 432.00
St. Patrick's Catholic Church
0000 Xxxxx Xxxxxxx
Xxxxxxx, Xxxx 00000 00-0000000 400 6,400.00
Baptist Church of Marion
0000 00xx Xxxxxx
Xxxxxx, Xxxx 00000 00-0000000 400 6,400.00
Lion's Club of Hampton
000 0xx Xx. XX
Xxxxxxx, Xxxx 00000 00-0000000 64 1,024.00
Pleasant Hill
Xxxx Xxxxxxxx, Sec'y
Xxxxxxx, Xxxx 00000 ###-##-#### 136 2,176.00
Xxxxxx Xxxxx
0000 Xxxxx Xxx. 00
Xxxxxx, Xxxxxxxx 00000 ###-##-#### 1,000 16,000.00
Xxxxxx Xxxxxxxxx
Xxxxxx, Xxxx 00000 ###-##-#### 11,500 184,000.00
Xxxx Xxxxxxxxx
Xxxxxx, Xxxx 00000 ###-##-#### 3,500 56,000.00
Xxxxxx & Xxxx Xxxxx
XX 0 Xxx 000
Xxxxxx Xxxxx, XX 00000 ###-##-#### 10 160.00
Xxxx Xxxxxxxx for:
Xxxxxxx X. Xxxxxxxx ###-##-####
Xxxxxxx X. Xxxxxxxx ###-##-####
Xxxxx X. Xxxxxxxx ###-##-####
Xxxxxx X. Xxxxxxxx ###-##-####
Under Iowa Gifts to Minors 2,400 38,400.00
Xxxxxxx Xxxxx foe:
Xxxxx X. Xxxxxx ###-##-####
Xxxxxx X. Xxxxxx ###-##-####
Xxxxx X. Xxxxxxxxxx ###-##-####
Xxxxx X. Xxxxx ###-##-####
Xxxxxxx X. Xxxxx ###-##-####
Xxxxxxx X. Xxxxxxxxxx ###-##-####
Xxxxx X. Xxxxxxxxxx ###-##-####
Xxxxxxx X. Xxxxxxxxxx ###-##-####
Under Iowa Gifts to Minors 4,800 76,800.00
------- -----------
TOTAL ANNEX II 353,878 $5,662,048.00
