EXHIBIT 2.1
REORGANIZATION AGREEMENT
THIS REORGANIZATION AGREEMENT (the "Agreement") is made and entered
into as of the 5th day of June, 1997, by and among First Team Automotive Corp.
and the corporations, limited partnerships, trusts and individuals named below.
First Team Automotive Corp. (the "COMPANY" or "FTAC"), is a Delaware
corporation. Serra Investments, Inc. is a Michigan corporation. Xxxxxxxxxxxx
Family Limited Partnership, L.P. is a Georgia Limited Partnership. All other
corporations and limited partnerships named below are organized under the laws
of Florida.
LIMITED
CORPORATIONS PARTNERSHIPS TRUSTS INDIVIDUALS
------------ ------------ ------ -----------
Xxxxxx Holdings, Inc. First Team Imports, Ltd. Xxxxxx X. Xxxxxx Trust Xxxxxx X. Xxxxxx
First Team Management, Inc. Colonial Imports, Ltd. for Xxx Xxxxxx Xxxxxx X. Xxxxxx Xxxxxxx
Xxx Xxxxxx Imports, Inc. First Team Cadillac- Xxxxxx X. Xxxxxx Trust X. Xxxxxx Xxxxxx
Colonial Imports, Inc. Oldsmobile, Ltd. for Xxxxxx Xxxx Xxxxxx Xxxxxx X. Xxxxxxx
Xxx Xxxxxx Infiniti, Inc. First Team Infiniti, Ltd. Xxxxxx X. Xxxxxx Trust Xxxxxxx X. Xxxxxx
Xxx Xxxxxx Chevrolet, Inc. First Team Ford, Ltd. for Xxxx Xxxxx Xxxxxx Xxxxx X. Xxxxxx
Chevrolet World, Inc. First Team Xxxx Xxxxxx X. Xxxxxx Trust M. Xxxxxxx Xxxxxxxxx
Xxx Xxxxxx Oldsmobile, Inc. of Manatee, Ltd. for Xxxxx Xxxxxxx Xxxxxx Xxxxxxxx X. Xxxxxx
Xxxxx Investments, Inc. First Team Jeep Eagle, Xxxxx X. Xxxxxx
Chrysler Plymouth, Ltd. Xxxx X. Xxxxxx
Xxxxxxxxxxxx Family Xxx X. Xxxxxx
Limited Partnership, L.P. Xxxxxx X. Xxxxxx
RECITALS
1. FTAC has no outstanding capital stock. The common stock of FTAC, par
value $.01 per share (the "FTAC Shares"), will be issued in accordance with this
Reorganization Agreement. Each of the parties hereto who will be issued FTAC
Shares pursuant to this Agreement is hereinafter referred to as a "Shareholder"
and all such parties are collectively referred herein to as the "Shareholders."
B. The purpose of this Agreement is to set forth a procedure for the
reorganization (the "Reorganization") of certain of the corporations and
partnerships which are parties hereto so that, after the Reorganization (1) FTAC
and its wholly-owned subsidiaries will own all of the Operating Assets (as
defined below) of the automobile dealerships (the "Dealerships") described in
Recitals "G" through "P"; (2) the land and improvements used by the Dealerships
will be owned by other parties; and (3) FTAC will issue shares of its common
stock to the Shareholders in exchange for the Shareholders' interests in the
Operating Assets of the Dealerships. This Agreement is intended to constitute a
Plan of Share Exchange, pursuant to F.S. ss. 607.1102, and has been unanimously
approved as such by the parties hereto. In addition, the transfers and exchanges
contemplated herein
are intended to qualify as pursuant to Internal Revenue Code ("Code") Sec. 351
and the regulations thereunder.
C. The issued and outstanding common stock of Xxxxxx Holdings, Inc., is
owned by Xxxxxx X. Xxxxxx. M. Xxxxxxx Xxxxxxxxx, X. Xxxxxx Xxxxxxx, X. Xxxxxx
Xxxxxx, Xxxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxx, and Xxxxx X. Xxxxxx each own
options to purchase common stock in Xxxxxx Holdings, Inc.
D. Xxxxxx X. Xxxxxx owns 100% of the outstanding capital stock of First
Team Management, Inc.; Xxx Xxxxxx Imports, Inc.; Colonial Imports, Inc.; Xxx
Xxxxxx Infiniti, Inc.; Dealership Accounting Services, Inc.; and Driver's Mart
of Central Florida, Inc.
E. The issued and outstanding capital stock of Xxx Xxxxxx Chevrolet,
Inc. is owned in the following percentages: Xxxxxx X. Xxxxxx 70%; Xxxxx X.
Xxxxxx, 10%; Xxxxxx X. Xxxxxx Trust for Xxx Xxxxxx Xxxxxx, 5%; Xxxxxx X. Xxxxxx
Trust for Xxxxxx Xxxx Xxxxxx, 5%; Xxxxxx X. Xxxxxx Trust for Xxxx Xxxxx Xxxxxx,
5%; Xxxxxx X. Xxxxxx Trust for Xxxxx Xxxxxxx Xxxxxx, 5%. Xxx Xxxxxx Chevrolet,
Inc. owns the dealership known as "Xxx Xxxxxx Chevrolet."
F. The issued and outstanding stock of Xxx Xxxxxx Oldsmobile, Inc. is
held in the following percentages: Xxxxxx X. Xxxxxx, 70%; Xxxxx X. Xxxxxx, 15%;
Xxx Xxxxx Xxxxxx, 5%; Xxxxxx Xxxx Xxxxxx, 5%; and Xxxx Xxxxx Xxxxxx, 5%. Xxx
Xxxxxx Oldsmobile, Inc. owns the dealership known as "Xxx Xxxxxx Oldsmobile."
G. The issued and outstanding stock of Chevrolet World, Inc. is owned
in the following percentages: Xxxxxx X. Xxxxxx, 65%; Xxxxxxxx X. Xxxxxx, 35%.
Chevrolet World, Inc. owns the dealership known as "World Chevrolet."
H. The issued and outstanding stock of Tallahassee Auto Group, Inc.
("TAG") is owned in the following percentages: First Team Management, Inc., 37
1/2%; Xxxxxxxxxxxx Family Limited Partnership, L.P., 25%; Serra Investments,
Inc., 37 1/2%. TAG owns, through wholly-owned subsidiaries, the dealerships
known as "Tallahassee Ford," "Tallahassee Chrysler-Plymouth" and "Tallahassee
Mitsubishi."
I. On or before the Reorganization Closing (as defined below), Xxxxxx
Holdings, Inc. will own (i) 100% of the outstanding capital stock of
Xxxx-Xxxxxxxxx Ford, Inc, and a corporation to be formed and named "First Team
Jeep Eagle, Chrysler Plymouth Inc." Xxxx-Xxxxxxxxx Ford, Inc. owns the
dealership known as "Xxxx-Xxxxxxxxx Ford."
J. First Team Imports, Ltd. owns the dealership known as "Xxx Xxxxxx
Acura," and has a corporate general partner, and Class B and Class A limited
partnership interests. First Team Management, Inc. is the sole general partner
and holds a 1% Class A general partnership interest and a 1% Class B general
partnership interest. Dealership Properties, Ltd., a Florida limited
partnership, holds a 99% Class A limited partnership interest. X. Xxxxxx Peacock
holds a 5% Class B limited
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partnership interest. Xxx Xxxxxx Imports, Inc. holds a 94% Class B limited
partnership interest. X. Xxxxxx Xxxxxx holds an option to purchase a 15% Class
B partnership interest.
K. Colonial Imports, Ltd. owns the dealership known as "Xxx Xxxxxx
Mitsubishi," and has a corporate general partner, and Class B and Class A
limited partnership interests. First Team Management, Inc. is the sole general
partner and holds a 1% Class A general partnership interest and a 1% Class B
general partnership interest. Xxxxxx X. Xxxxxxx holds a 15% Class B limited
partnership interest. X. Xxxxxx Peacock holds a 5% Class B limited partnership
interest. Colonial Imports, Inc. holds a 79% Class B limited partnership
interest. Dealership Properties, Ltd. holds a 99% Class A limited partnership
interest.
L. First Team Cadillac-Oldsmobile, Ltd. owns the dealership known as
"Xxx Xxxxxx Cadillac-Oldsmobile," and has a corporate general partner, and Class
A and Class B limited partnership interests. First Team Management, Inc. is the
sole general partner and holds a 1% Class A general partnership interest and a
1% Class B general partnership interest. Xxxxxxx X. Xxxxxx holds a 6% Class B
limited partnership interest. X. Xxxxxx Xxxxxxx holds a 5% Class B limited
partnership interest. Xxxxxx Holdings, Inc. holds an 88% Class B limited
partnership interest. Dealership Properties, Ltd. holds a 99% Class A limited
partnership interest.
M. First Team Infiniti, Ltd. owns the dealership known as "Xxx Xxxxxx
Infiniti," and has a corporate general partner, and Class A and Class B limited
partnership interests. First Team Management, Inc. is the sole general partner,
holds a 30% Class A general partnership interest and holds a 1% Class B general
partnership interest. Xxxxx Xxxxxx holds a 15% Class B limited partnership
interest. X. Xxxxxx Xxxxxxx holds a 5% Class B limited partnership interest. Xxx
Xxxxxx Infiniti, Inc. holds a 79% Class B limited partnership interest.
Dealership Properties, Ltd. holds a 70% Class A limited partnership interest.
N. First Team Ford, Ltd. owns the dealership known as "Xxx Xxxxxx'x
Seminole Ford," and has a corporate general partner, and only one class of
limited partnership interest. First Team Management, Inc. is the sole general
partner and holds a 1% general partnership interest in the partnership. Xxxxxx
Holdings, Inc. holds a 46% limited partnership interest. M. Xxxxxxx Xxxxxxxxx
holds a 3% limited partnership interest. Seminole Ford, Inc. holds a 50% limited
partnership interest.
O. On or before the Reorganization Closing, (i) First Team Jeep-Eagle,
Chrysler- Plymouth, Ltd. will own the dealership known as "Royal Jeep-Eagle
Chrysler-Plymouth," and will have a corporate general partner, and only one
class of limited partnership interests; (ii) First Team Management, Inc. will be
the sole general partner, and will own a 1% general partnership interest and
Xxxxxx Holdings, Inc. will own a 50% limited partnership interest; and (iii)
First Team Jeep- Eagle Chrysler-Plymouth, Inc. will own a 49% limited
partnership interest.
P. On or before the Reorganization Closing (i) First Team Ford of
Manatee, Ltd. will own the dealership known as "Xxxx Xxxxxx Xxxx," and will have
a corporate general partner, and Class A and Class B limited partnership
interests; (ii) First Team Management, Inc. will be the sole
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general partner and will own a 1% Class A general partnership interest and a 1%
Class B general partnership interest; (iii) Xxxxxx Holdings, Inc. will own a 49%
Class B limited partnership interest in First Team Ford of Manatee, Ltd.; (iv)
Xxxx Xxxxxx Xxxx Co. will hold a 50% Class B limited partnership interest; and
(v) Dealership Properties, Ltd. will own 99% of the Class A limited partnership
interests.
Q. With respect to certain limited partnerships described herein, which
own automobile dealerships and have outstanding Class A and Class B limited
partnership interests, the Class A interests represent the right to own the
dealership's land and improvements, and the Class B interests represent the
right to own the dealership's Operating Assets.
NOW, THEREFORE, for and in consideration of Ten Dollars ($10.00) and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
1. OVERVIEW. The above stated recitals are true and correct as of the
date of this Reorganization Agreement. This Reorganization Agreement sets forth
a series of stages or steps which collectively must be taken in order to effect
the Reorganization. References shall be made to each stage, or step, in the
order it shall occur, and each step or stage must be completed prior to the
following step or stage.
2. STAGE ONE - EXERCISE OF OPTIONS. Each of the persons listed in the
Recitals hereto, as holders of options (the "Options") to acquire stock or
partnership interests (each an "Optionee" and collectively the "Optionees"),
hereby exercises his Option effective immediately. Each Optionee agrees to
execute and deliver such additional exercise notices, promissory notes and other
documentation as may be reasonably requested by counsel to FTAC to effect the
exercise of the Options, and to pay the exercise price thereof, in accordance
with this Agreement and the terms of the Options.
3. STAGE TWO.
3.1 X. Xxxxxx Peacock shall transfer to FTAC all rights, title
and interest he may hold in (i) First Team Imports, Ltd., Colonial Imports,
Ltd., First Team Cadillac-Oldsmobile, Ltd., and First Team Infiniti, Ltd.,
including without limitation his Class B limited partnership interests in such
partnerships; and (ii) Xxxxxx Holdings, Inc., including any stock or stock
options held by him.
3.2 X. Xxxxxx Xxxxxx shall transfer to FTAC all rights, title
and interest he may hold in (i) First Team Imports, Ltd., including without
limitation his Class B limited partnership interests in such partnership; and
(ii) Xxxxxx Holdings, Inc., including any stock or stock options held by him.
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3.3 Xxxxxx X. Xxxxxxx shall transfer to FTAC all rights, title
and interest he may hold in (i) Colonial Imports, Ltd., including, without
limitation, Class B limited partnership interests; and (ii) Xxxxxx Holdings,
Inc., including, without limitation, stock or stock options.
3.4 Xxxxxxx X. Xxxxxx shall transfer to FTAC all rights, title
and interest that he may hold in (i) First Team Cadillac-Oldsmobile, Ltd.
including without limitation, all Class B limited partnership interests; and
(ii) Xxxxxx Holdings, Inc., including, without limitation, stock or stock
options.
3.5 Xxxxx X. Xxxxxx shall transfer to FTAC all rights, title
and interest he may hold in (i) First Team Infiniti, Ltd., including, without
limitation, any Class B limited partnership interests; and (ii) Xxxxxx Holdings,
Inc., including, without limitation, stock or stock options.
3.6 M. Xxxxxxx Xxxxxxxxx shall transfer to FTAC all right,
title, and interest he may hold in (i) First Team Ford, Ltd., including, without
limitation, his limited partnership interest; and (ii) Xxxxxx Holdings, Inc.,
including, without limitation, stock or stock options.
3.7 Xxxxxx X. Xxxxxx shall transfer to FTAC all of his rights,
title and interest in the following corporations, including without limitation
all capital stock: Xxxxxx Holdings, Inc., Xxx Xxxxxx Imports, Inc., Colonial
Imports, Inc., Xxx Xxxxxx Infiniti, Inc., Xxx Xxxxxx Chevrolet, Inc., Chevrolet
World , Inc., First Team Management, Inc., Dealership Accounting Services, Inc.,
Xxx Xxxxxx Oldsmobile, Inc., and Driver's Mart of Central Florida, Inc.
3.8 Xxxxxxxx X. Xxxxxx shall transfer to FTAC all rights,
title and interest he may hold in Chevrolet World, Inc., including without
limitation any capital stock in such corporation.
3.9 Xxxxx X. Xxxxxx shall transfer to FTAC all rights, title
and interest he may hold in Xxx Xxxxxx Chevrolet, Inc. and Xxx Xxxxxx
Oldsmobile, Inc., including without limitation any capital stock in such
corporations.
3.10 Xxxxxx X. Xxxxxx Trust for Xxx Xxxxxx Xxxxxx, Xxxxxx X.
Xxxxxx Trust for Xxxxxx Xxxx Xxxxxx, Xxxxxx X. Xxxxxx Trust for Xxxx Xxxxxx
Xxxxxx, and Xxxxxx X. Xxxxxx Trust for Xxxxx Xxxxxxx Xxxxxx, shall transfer or
cause to be transferred to FTAC all of their rights, title and interest in Xxx
Xxxxxx Chevrolet, Inc.; Xxxx X. Xxxxxx, Xxxxxx X. Xxxxxx and Xxx Xxxxxx Xxxxxx
shall transfer or cause to be transferred to FTAC all of their rights, title and
interest in Xxx Xxxxxx Oldsmobile, Inc., including without limitation any
capital stock in such corporation.
3.11 Xxxxxxxxxxxx Family Limited Partnership, L.P. shall
transfer to FTAC all rights, title and interest it may hold in TAG, including
without limitation any capital stock in such corporation.
3.12 First Team Management, Inc. shall transfer to FTAC all
rights, title and interest it may hold in TAG, including without limitation any
capital stock in such corporation.
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3.13 Serra Investments, Inc. shall transfer to FTAC all its
rights, title and interest it may hold in TAG, including without limitation any
capital stock in such corporation.
3.14 In exchange for the interests transferred pursuant to
this Section 3, the Shareholders shall receive FTAC Shares in the amounts set
forth opposite their respective names on Schedule "A". From and after the
transfers contemplated by this Section 3, FTAC and its wholly-owned subsidiaries
will own (a) 100% of the limited partnership interests in First Team Ford, Ltd.
and First Team Jeep-Eagle Chrysler-Plymouth, Ltd.; (b) 100% of the Class B
limited partnership interests in the partnerships listed in Schedule "B" hereto;
and (c) 100% of the outstanding capital stock of TAG and the corporations listed
in Section 3.7 above.
4. STAGE THREE - DISTRIBUTION OF PARTNERSHIP INTERESTS BY FIRST TEAM
AUTOMOTIVE CORP.
4.1 FTAC shall contribute or cause to be contributed to its
subsidiary, Xxx Xxxxxx Imports, Inc., all of Class B partnership interests in
First Team Imports, Ltd.
4.2 FTAC shall contribute or cause to be contributed to its
subsidiary, Colonial Imports, Inc., all of its Class B partnership interests in
Colonial Imports, Ltd.
4.3 FTAC shall contribute or cause to be contributed to its
subsidiary, Xxx Xxxxxx Infiniti, Inc., all of its Class B partnership interests
in First Team Infiniti, Ltd.
4.4 FTAC shall contribute or cause to be contributed to its
subsidiary, First Team Cadillac-Oldsmobile, Inc., all of its Class B partnership
interests in First Team Cadillac-Oldsmobile, Ltd.
4.5 FTAC shall contribute or cause to be contributed to its
subsidiary, Seminole Ford, Inc., all of its limited partnership interests in
First Team Ford, Ltd.
4.6 FTAC shall contribute or cause to be contributed to its
subsidiary, Xxxx Xxxxxx Xxxx Co., all of its limited partnership interest in
First Team Ford of Manatee, Ltd.
5. STAGE FOUR - FIRST TEAM MANAGEMENT, INC.. First Team Management,
Inc. is the owner and holder of the remaining Class B partnership interests (the
"Remaining Interests") in certain partnerships which own dealership assets and
are listed below. First Team Management, Inc. shall transfer all of the
Remaining Interests to the following subsidiaries of FTAC, as set forth below.
5.1 First Team Management, Inc. shall transfer all of its
Class B partnership interests in First Team Imports, Ltd. to Xxx Xxxxxx Imports,
Inc.
5.2 First Team Management, Inc. shall transfer all of its
Class B partnership interests in Colonial Imports, Ltd. to Colonial Imports,
Inc.
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5.3 First Team Management, Inc. shall transfer all of its
Class B partnership interests in First Team Infiniti, Ltd. to Xxx Xxxxxx
Infiniti, Inc.
5.4 First Team Management, Inc. shall transfer all of its
Class B partnership interests in First Team Cadillac-Oldsmobile, Ltd. to First
Team Cadillac-Oldsmobile, Inc.
5.5 First Team Management, Inc. shall transfer all of its
partnership interests in First Team Ford, Ltd. to Seminole Ford, Inc.
5.6 First Team Management, Inc., shall transfer all of its
Class B partnership interest in First Team Ford of Manatee, Ltd. to Xxxx Xxxxxx
Xxxx Co.
5.7 First Team Management, Inc. shall transfer all of its
partnership interests in First Team Jeep Eagle Chrysler-Plymouth Ltd. to First
Team Jeep-Eagle Chrysler-Plymouth, Inc.
6. STAGE FIVE. Prior to Closing, and in any case prior to the
termination of First Team Management Inc.'s Subchapter "S" election, First Team
Management, Inc. shall make the following transfers to Xxxxxx Real Estate, Inc.,
a Florida corporation ("MRE"), which shall be formed and owned by Xxxxxx X.
Xxxxxx:
6.1 First Team Management, Inc. shall transfer to MRE its 1%
Class A general partnership interest in Dealership Properties, Ltd.
6.2 First Team Management, Inc. shall transfer to MRE its 1%
Class A general partnership interest in First Team Ford of Manatee, Ltd.
6.3 First Team Management, Inc. shall transfer to MRE its
Class A general partnership interests in First Team Infiniti, Ltd., First Team
Cadillac-Oldsmobile, Ltd., Colonial Imports, Ltd., and First Team Imports, Ltd.
7. STAGE SIX. Xxxxxx Holdings, Inc. shall transfer all of its limited
partnership interests as follows:
7.1 Xxxxxx Holdings, Inc. shall transfer its Class B limited
partnership interests in First Team Cadillac-Oldsmobile, Ltd. to First Team
Cadillac-Oldsmobile, Inc.
7.2 Xxxxxx Holdings, Inc. shall transfer its limited
partnership interests in First Team Ford, Ltd. to Seminole Ford, Inc.
7.3 Xxxxxx Holdings, Inc. shall transfer its limited
partnership interests in First Team Jeep-Eagle Chrysler-Plymouth, Ltd. to First
Team Jeep-Eagle Chrysler-Plymouth, Inc.
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7.4 Xxxxxx Holdings, Inc. shall transfer its Class B limited
partnership interests in First Team Ford of Manatee, Ltd. to Xxxx Xxxxxx Xxxx
Co.
8. STAGE SEVEN. Xxxxxx Holdings, Inc. shall be liquidated pursuant to
Code Sec. 332, and as a liquidating distribution, shall transfer to FTAC, all of
the stock that Xxxxxx Holdings, Inc. has received pursuant to this
Reorganization Agreement and all rights, title, and interest it may hold in
Xxxx-Xxxxxxxxx Ford, Inc.
9. STAGE EIGHT.
9.1 After giving effect to the transactions contemplated by
Stages One through Seven, (i) FTAC shall own 100% of the outstanding capital
stock of the corporations listed in Column A below (the "Column A
Subsidiaries"); (ii) each such corporation shall own limited partnership
interests (the "Dealership Interests") in the limited partnerships (the
"Dealership Partnerships") shown opposite its name below; and (iii) the
Dealership Interests represent the ownership rights to the dealership Operating
Assets (defined below) owned by the Dealership Partnerships.
COLUMN A COLUMN B
SUBSIDIARIES DEALERSHIP PARTNERSHIPS
------------ -----------------------
Xxx Xxxxxx Imports, Inc. First Team Imports, Ltd.
Colonial Imports, Inc. Colonial Imports, Ltd.
First Team Cadillac-Oldsmobile, Inc. First Team Cadillac-Oldsmobile, Ltd.
Xxx Xxxxxx Infiniti, Inc. First Team Infiniti, Ltd.
Xxxx Xxxxxx Xxxx Co. First Team Ford of Manatee, Ltd.
Seminole Ford, Inc. First Team Ford, Ltd.
First Team Jeep-Eagle First Team Jeep-Eagle
Chrysler-Plymouth, Inc. Chrysler-Plymouth, Ltd.
9.2 The Dealership Partnerships shall acquire and redeem the
Dealership Interests owned by the Column A Subsidiaries, and in consideration
therefor shall distribute to each Column A Subsidiary the Operating Assets of
the Dealership Partnership in which such corporation owned a Dealership
Interest. As used herein, the "Operating Assets" of a dealership means all of
the dealership assets, tangible or intangible, including without limitation the
dealer agreement, inventory, parts, supplies, accounts receivable, dealership
name, and goodwill; BUT EXCLUDING the dealership's land and the improvements
thereon.
10. CONCLUSION. From and after giving effect to the transactions
contemplated by Stages One through Seven, FTAC shall own all of the outstanding
capital stock of the corporations listed below (the "FTAC Subsidiaries") and
each of such subsidiaries will own the Operating Assets of the dealership set
forth opposite its name below:
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FTAC SUBSIDIARY DEALERSHIP
------------------------------------ -------------------------------
Xxx Xxxxxx Imports, Inc. Xxx Xxxxxx Acura
Colonial Imports, Inc. Xxx Xxxxxx Mitsubishi
Xxx Xxxxxx Infiniti, Inc. Xxx Xxxxxx Infiniti
Xxx Xxxxxx Chevrolet, Inc. Xxx Xxxxxx Chevrolet
Xxx Xxxxxx Oldsmobile, Inc. Xxx Xxxxxx Oldsmobile
Chevrolet World, Inc. World Chevrolet
Tallahassee Auto Group, Inc.
Tallahassee Motors, Inc.(1) Tallahassee Ford
Tallahassee Chrysler-Plymouth, Inc.(1) Tallahassee Chrysler-Plymouth
Tallahassee Imports, Inc.(1) Tallahassee Mitsubishi
First Team Cadillac-Oldsmobile, Inc. Xxx Xxxxxx Cadillac-Oldsmobile
Dealership Accounting Services, Inc.(2)
Xxxx Xxxxxx Xxxx Co. Xxxx Xxxxxx Xxxx
Seminole Ford, Inc. Xxx Xxxxxx'x Seminole Ford
First Team Jeep Eagle, Chrysler- Plymouth, Inc Royal Jeep-Eagle Chrysler-Plymouth
Xxxx-Xxxxxxxxx Ford, Inc. Xxxx-Xxxxxxxxx Ford
First Team Management, Inc.(2)
Driver's Mart of Central Florida, Inc. Driver's Mart
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(1) These companies are wholly owned subsidiaries of Tallahassee Auto
Group, Inc.
(2) This company does not own a dealership.
11. CLOSING AND EFFECTIVE DATE. The transactions contemplated hereby
shall be consummated at a closing (the "Reorganization Closing") to be held on
the same date as the closing ("IPO Closing") for the sale of FTAC's common stock
to the public (the "IPO") pursuant to an effective Registration Statement filed
under the Securities Act of 1933. Notwithstanding anything to the contrary
contained in this Agreement, (i) it shall be a condition precedent to the
parties' obligations to consummate the Reorganization Closing that the IPO
Closing be consummated on the same date as the Reorganization Closing; (ii) if
the IPO Closing has not been consummated by November 15, 1997, this Agreement
shall terminate and the parties shall be released from all obligations
hereunder; and (iii) if the Reorganization Closing is consummated, (A) the
component transactions thereof shall be deemed to have occurred in the same
order as the stages set forth in this Agreement, and (B) the Reorganization
Closing shall be deemed to have occurred, and been completed, prior to the IPO
Closing.
12. INVESTMENT REPRESENTATION.
12.1 SHARES. Each of the Shareholders hereby represents and
warrants to the other parties hereto as follows:
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(i) The Shareholder is knowledgeable and experienced
in financial and business matters generally (and specifically in the business of
automotive retailing) and is capable of evaluating the merits and risks of an
investment in the FTAC Shares.
(ii) The Shareholder hereby acknowledges that FTAC
has made available to the Shareholder prior to any investment in the FTAC Shares
all information reasonably necessary to enable the Shareholder to evaluate the
risks and merits of an investment in FTAC. Without limiting the generality of
the foregoing, the Shareholder has reviewed the Registration Statement to be
filed by FTAC with the Securities and Exchange Commission.
(iii) The FTAC Shares are being acquired for the
Shareholder's own account for investment only and not with a view to or for
sale, resale, distribution, or fractionalization. The Shareholder will not
resell, offer to resell or otherwise transfer any FTAC Shares except in
accordance with the terms hereof, in compliance with all applicable securities
laws, and in accordance with the terms of the Underwriting Agreement (the
"Underwriting Agreement") to be entered into by FTAC and the Shareholders in
connection with IPO. Without limiting the generality of the foregoing, the
Underwriting Agreement shall prohibit sales of, or offers to sell, the
Shareholders' FTAC Shares for 180 days after the IPO Closing.
(iv) The Shareholder understands that the FTAC Shares
have not been registered pursuant to the provisions of federal and applicable
state securities laws and the proposed purchase of the FTAC Shares is taking
place in a transaction not involving any public offering.
(v) The Shareholder understands that he has the
right, under Florida securities laws, to cancel and void a purchase of the FTAC
Shares within three days after the first tender of consideration (which tender
occurred on the date Shareholder executed and delivered to FTAC assignments of
the respective capital stock or partnership interests assigned to FTAC pursuant
to paragraph 3 of this Agreement).
(vi) Shareholder understands that FTAC will place a
legend on the certificates evidencing the FTAC Shares stating that the FTAC
Shares have not been registered under the Act and setting forth or referring to
the restrictions on the transferability and sale of the FTAC Shares as set forth
herein.
12.2 OPTIONS. Each Optionee hereby repeats and restates the
representations and warranties set forth in Section 12.1 with respect to the
securities being acquired by such Optionee in connection with the exercise of
his Option.
13. SALES IN THE IPO.
13.1 Shareholders understand and agree that if the
underwriters exercise their over-allotment option in the IPO, each of the
Shareholders will receive the opportunity to sell a portion of his FTAC Shares
in the IPO. The number of shares which may be sold by each Shareholder shall be
determined on a pro-rata basis, based on Shareholders' relative ownership
interests in the total
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FTAC Shares outstanding. Each Shareholder electing to sell shares in the IPO
shall sign such agreements, certificates and other documents as may be
reasonably requested by the underwriters or FTAC's counsel in order to sell
shares in the IPO.
13.2 To the extent any Optionee sells FTAC Shares in the IPO,
and such Optionee is indebted to any of the corporations or partnerships listed
in the Recitals hereto for the exercise price payable pursuant to his Option,
FTAC shall be authorized to apply such Optionee's proceeds from the sale of his
FTAC Shares to the payment of all amounts due under the Option. Each Optionee
shall sign such assignments, certificates and other documents as may be
reasonably requested by counsel for FTAC to give effect to the foregoing
provisions.
14. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and
warranties made herein shall survive the execution of this Agreement and the
consummation of transactions contemplated herein.
15. ISSUANCE OF ADDITIONAL FTAC SHARES. The Shareholders acknowledge
and agree that in connection with the acquisitions of Xxxx Xxxxxx Xxxx Co.,
Seminole Ford, Inc. and Xxxx-Xxxxxxxxx Ford, Inc. FTAC has agreed to issue
shares of its Common Stock having a value (based on the final IPO price) equal
to approximately $2,300,000, $5,520,000, and $1,000,000, respectively. Such FTAC
Shares shall be in addition to the FTAC Shares listed in Schedule "A" hereto and
shall dilute the interests of all Shareholders on a pro rata basis.
16. BINDING EFFECT; ASSIGNMENT. This Agreement shall be binding on, and
inure to the benefit of, the parties hereto and their respective personal
representatives, heirs, spouses, beneficiaries, successors and permitted
assigns. No party to this Agreement may assign its rights or obligations
hereunder without prior written consent of all other parties hereto.
17. COMPLETE AGREEMENT; MODIFICATION. This Agreement and the related
documents attached hereto as Schedules or Exhibits constitute the complete
understanding between the parties with respect to the subject matter hereof.
Neither this Agreement nor any such related document may be amended or modified
except by written instrument executed by the parties hereto.
18. GOVERNING LAW. This Agreement shall be governed and construed in
accordance with the laws of the State of Florida. In the event any legal or
equitable action arising under the Agreement, the parties hereto agree that the
jurisdiction and venue of such action shall lie exclusively in the state courts
of Florida, located in Orange County, Florida or the United States District
Court for the Middle District of Florida, Orlando Division, and the parties
specifically waive any other jurisdiction and venue.
19. FURTHER ACTIONS. Each party to this Agreement shall take such
further actions, and execute, file, record, publish and deliver such additional
certificates, instruments, agreements or other documents, as the other party or
parties may from time to time reasonably request, in order to effectuate the
transfers contemplated hereby, or otherwise accomplish the purposes of this
Agreement.
-11-
20. COUNTERPARTS. This Agreement (i) may be executed in several
counterparts, each of which shall be deemed in original, but all of which shall
constitute only one instrument; and (ii) shall be deemed to have been validly
accepted by a party by transmitting a signed signature page to FTAC or its
counsel by telecopier or any other means permitted by law.
-12-
IN WITNESS WHEREOF, the parties have executed this Agreement effective
as of the date first provided above.
XXXXXX HOLDINGS, INC., a Florida
corporation
By:
------------------------------------------
Xxxxxx X. Xxxxxx, President
FIRST TEAM MANAGEMENT, INC., a Florida
corporation
By:
------------------------------------------
Xxxxxx X. Xxxxxx, President
TALLAHASSEE AUTO GROUP, INC.
By:
------------------------------------------
Xxxxxxx X. Xxxxxxxxxxxx, President
XXX XXXXXX IMPORTS, INC., a Florida
corporation
By:
------------------------------------------
Xxxxxx X. Xxxxxx, President
COLONIAL IMPORTS, INC., a Florida
corporation
By:
------------------------------------------
Xxxxxx X. Xxxxxx, President
-13-
XXX XXXXXX INFINITI, INC., a Florida
corporation
By:
------------------------------------------
Xxxxxx X. Xxxxxx, President
XXX XXXXXX CHEVROLET, INC., a Florida
corporation
By:
------------------------------------------
Xxxxxx X. Xxxxxx, President
CHEVROLET WORLD, INC., a Florida
corporation, d/b/a WORLD CHEVROLET/GEO
By:
------------------------------------------
Xxxxxx X. Xxxxxx, Vice President
XXX XXXXXX OLDSMOBILE, INC., a Florida
corporation
By:
------------------------------------------
Xxxxxx X. Xxxxxx, President
FIRST TEAM CADILLAC-OLDSMOBILE,
INC., a Florida corporation
By:
------------------------------------------
Xxxxxx X. Xxxxxx, President
-14-
SERRA INVESTMENTS, INC.
By:
------------------------------------------
Xxxxxx X. Xxxxx, President
FIRST TEAM IMPORTS, LTD., a Florida limited
partnership, d/b/a XXX XXXXXX ACURA, by its
general partner, First Team Management, Inc.
By:
------------------------------------------
Xxxxxx X. Xxxxxx, President
COLONIAL IMPORTS, LTD., a Florida limited
partnership, d/b/a XXX XXXXXX MITSUBISHI, by its
general partner, First Team Management, Inc.
By:
------------------------------------------
Xxxxxx X. Xxxxxx, President
FIRST TEAM CADILLAC-OLDSMOBILE, LTD., a Florida
limited partnership, d/b/a XXX XXXXXX
CADILLAC-OLDSMOBILE, by its general partner,
First Team Management, Inc.
By:
------------------------------------------
Xxxxxx X. Xxxxxx, President
-15-
FIRST TEAM INFINITI, LTD, a Florida limited
partnership, d/b/a XXX XXXXXX INFINITI, by its
general partner, First Team Management, Inc.
By:
------------------------------------------
Xxxxxx X. Xxxxxx, President
FIRST TEAM FORD, LTD., a Florida limited
partnership, d/b/a XXX XXXXXX'X SEMINOLE FORD,
by its general partner, First Team Management,
Inc.
By:
------------------------------------------
Xxxxxx X. Xxxxxx, President
---------------------------------------------
XXXXXX X. XXXXXX
---------------------------------------------
X. XXXXXX XXXXXXX
---------------------------------------------
X. XXXXXX XXXXXX
---------------------------------------------
XXXXXX X. XXXXXXX
---------------------------------------------
XXXXXXX X. XXXXXX
---------------------------------------------
XXXXX X. XXXXXX
---------------------------------------------
M. XXXXXXX XXXXXXXXX
-16-
---------------------------------------------
XXXXXXXX X. XXXXXX
---------------------------------------------
XXXXX X. XXXXXX
---------------------------------------------
XXXXXX X. XXXXXX
---------------------------------------------
XXX XXXXXX XXXXXX
---------------------------------------------
XXXX X. XXXXXX
---------------------------------------------
XXXXXX X. XXXXXX TRUST FOR XXX
XXXXXX XXXXXX
By:
------------------------------------------
Xxx Xxxxxx Xxxxxx, as Co-Trustee
and by:
--------------------------------------
Xxxxxxxxx Xxxxx Xxxxxx, as Co-Trustee
XXXXXX X. XXXXXX TRUST FOR XXXXXX
XXXX XXXXXX
By:
------------------------------------------
Xxxxxx Xxxx Xxxxxx, as Co-Trustee
and by:
-------------------------------------
Xxxxxxxxx Xxxxx Xxxxxx, as Xx-Xxxxxxx
-00-
XXXXXX X. XXXXXX TRUST FOR XXXX
XXXXX XXXXXX
By:
------------------------------------------
Xxxx Xxxxx Xxxxxx, as Co-Trustee
and by:__________________________________
------------------------------------------
Xxxxxxxxx Xxxxx Xxxxxx, as Co-Trustee
XXXXXX X. XXXXXX TRUST FOR XXXXX
XXXXXXX XXXXXX
By:
------------------------------------------
Xxxxx Xxxxxxx Xxxxxx, as Co-Trustee
and by:
------------------------------------------
Xxxxxxxxx Xxxxx Xxxxxx, as Co-Trustee
XXXXXXXXXXXX FAMILY LIMITED
PARTNERSHIP, L.P.
By:
------------------------------------------
Xxxxxxx X. Xxxxxxxxxxxx, General Partner
-18-
SCHEDULE "A"
TO REORGANIZATION AGREEMENT
FTAC SHAREHOLDER NUMBER OF FTAC
---------------- SHARES
------
Xxxxxx X. Xxxxxxx 50,000
M. Xxxxxxx Xxxxxxxxx 75,000
Xxxxxxx X. Xxxxxx 50,000
Xxxxxxxxxxxx Family Limited Partnership, L.P. 290,000
Xxxxxxxx X. Xxxxxx 254,000
Xxxxxx X. Xxxxxx* 2,700,301
X. Xxxxxx Xxxxxxx 254,000
X. Xxxxxx Xxxxxx 40,000
Serra Investments, Inc. 340,000
Xxxxx X. Xxxxxx 50,000
* Includes shares issued to Xxxxxx X. Xxxxxx and to Xxxxxx X. Xxxxxx Trust for
Xxx Xxxxxx Xxxxxx, Xxxxxx X. Xxxxxx Trust for Xxxxxx Xxxx Xxxxxx, Xxxxxx X.
Xxxxxx Trust for Xxxx Xxxxx Xxxxxx, Xxxxxx X. Xxxxxx Trust for Xxxxx Xxxxxxx
Xxxxxx, Xxxxx X. Xxxxxx, Xxxxxx X. Xxxxxx, Xxx Xxxxxx Xxxxxx and Xxxx X.
Xxxxx.
-19-
SCHEDULE "B"
TO REORGANIZATION AGREEMENT
First Team Imports, Ltd.
Colonial Imports, Ltd.
First Team Cadillac-Oldsmobile, Ltd.
First Team Infiniti, Ltd.
First Team Ford, Ltd.
First Team Ford of Manatee, Ltd.
-20-
