Exhibit (a)(11)
December 29, 1995
STOCK TRANSFER AGREEMENT
WHEREAS, each of the Xxxxxx X. Xxxxxxx Living Trust dated August 5, 1980
(the "Xxxxxxx Living Trust"), of which Xx. Xxxxxxx is the sole Trustee, Xxxxxx
X. Xxxx, as custodian of a Xxxxxxx Xxxxx collateral account (the "Xxxxxxx Xxxxx
Account"), the Crow 1990 Community Property Trust dated June 8, 1990 (the "Crow
Community Property Trust"), of which Xxxxxx X. and Xxxxx Xxx Xxxx, husband and
wife, are the sole co-Trustees, the Xxxxxx X. Xxxxxxx Living Trust dated June 8,
1994 (the "Xxxxxxx Living Trust"), of which Xx. Xxxxxxx is the sole Trustee, and
the Xxxxxx X. Xxxxxxx Charitable Remainder Trust dated December 22, 1994 (the
"Xxxxxxx Charitable Remainder Trust"), of which Xx. Xxxxxxx is the sole Trustee
(collectively, the "Stockholders"), is a party to the Stock Option and Tender
Agreement (the "Agreement"), dated as of December 18, 1995, among the
Stockholders, certain other parties thereto and American Brands, Inc. (the
"Company");
WHEREAS, pursuant to Section 5.01 of the Agreement each of the Stockholders
has agreed not to transfer their shares of common stock par value $.001 per
share (the "Common Stock") of Cobra Golf Incorporated, without the Company's
prior written consent;
WHEREAS, each of the Stockholders wishes to transfer ownership of certain
shares of Common Stock and seeks the consent of the Company to such transfer and
the Company wishes to consent to such transfer;
WHEREAS, the Xxxxxx X. & Xxxxx X. Xxxxxxx 5% Net Income with Make-up
Charitable Remainder Unitrust #1 dated December 22, 1994 (the "Xxxxxxx
Charitable Unitrust #1"), of which Xxxxxx X. and Xxxxx X. Xxxxxxx, husband and
wife, are the sole co-Trustees, holds 111,889 shares
of Common Stock transferred to it by the Starr Charitable Remainder Unitrust
dated August 3, 1994 (NIMCRUT #1), and wishes to become a party to the
Agreement;
WHEREAS, the Xxxxxxx Living Trust wishes to transfer 622,889 shares of
Common Stock into the Xxxxxx X. & Xxxxx X. Xxxxxxx 10% Charitable Remainder
Unitrust #2 dated December 22, 1994 (the "Xxxxxxx Charitable Unitrust #2"), of
which Xxxxxx X. and Xxxxx X. Xxxxxxx, husband and wife, are the sole
co-Trustees, and the Xxxxxxx Charitable Unitrust #2 wishes to become a party to
the Agreement;
WHEREAS, the Xxxxxxx Living Trust wishes to transfer 40,000 shares of
Common Stock into the Xxxxxxx Family Living Trust dated December 22, 1994 (the
"Family Living Trust"), of which Xxxxxx X. and Xxxxx X. Xxxxxxx, husband and
wife, are the sole co-Trustees, and the Family Living Trust wishes to become a
party to the Agreement;
WHEREAS, the TLC/CGC Trust dated February 27, 1995 (the "TLC/CGC Trust"),
of which Xxxxx X. Xxxxxxx and Southpac International Trust, Inc., are the sole
co-Trustees, holds 436,018 shares of Common Stock transferred to it by the Crow
Community Property Trust for the benefit of Xxxxxx X. & Xxxxx Xxx Xxxx, and
wishes to become a party to the Agreement;
WHEREAS, Xxxxxx X. Xxxx, as custodian of the Xxxxxxx Xxxxx Account, wishes
to transfer 22,667 shares of Common Stock into the Xxxxxx X. Xxxx 6% Net Income
with Make-up Charitable Remainder Trust #3 dated July 6, 1995 (the "Crow
Charitable Remainder Trust"), of which Xxxxxx X. and Xxxxx Xxx Xxxx, husband and
wife, are the sole co-Trustees, and the Crow Charitable Remainder Trust wishes
to become a party to the Agreement;
WHEREAS, Xxxxxx X. Xxxx, as custodian of the Xxxxxxx Xxxxx Account, wishes
to transfer 4,000 shares of Common Stock into the Crow Community Property Trust;
WHEREAS, the Crow Community Property Trust wishes to transfer 116,333
shares of Common Stock into the Crow Charitable Remainder Trust; and
WHEREAS, the Xxxxxxx Living Trust wishes to transfer 3,300 and 70,000
shares of Common Stock in 1995 and 1996, respectively, into the Xxxxxxx
Charitable Remainder Trust,
NOW, THEREFORE, the parties hereto agree as follows:
1. The Xxxxxxx Living Trust may transfer 622,889 and 40,000 shares of
Common Stock held by it into the Xxxxxxx Charitable Unitrust #2 and the Family
Living Trust (collectively the "Xxxxxxx Transferees"), respectively;
2. Xxxxxx X. Xxxx may transfer 4,000 shares of Common Stock from the
Xxxxxxx Xxxxx Account into the Crow Community Property Trust; Xxxxxx X. Xxxx may
transfer 22,667 shares of Common Stock from the Xxxxxxx Xxxxx Account into the
Crow Charitable Remainder Trust and the Crow Community Property Trust may also
transfer 116,333 shares of Common Stock held by it into the Crow Charitable
Remainder Trust (the "Crow Transferee");
3. The Xxxxxxx Living Trust may transfer 3,300 and 70,000 shares of Common
Stock held by it in 1995 and 1996, respectively, into the Xxxxxxx Charitable
Remainder Trust (the "Xxxxxxx Transferee", and, together with the Xxxxxxx
Transferees and the Crow Transferee, the "Transferees");
4. The Transferees, the TLC/CGC Trust and the Xxxxxxx Charitable Unitrust
#1 agree that they will be bound by the terms of the Agreement as if they were
parties thereto on the date it was entered into and hereby, severally, but not
jointly, makes the same representations and warranties to the Company as those
made by the Selling Stockholders (as defined in the Agreement) in the Agreement,
except that any reference to Exhibit A in Section 3.04 of the Agreement shall be
deemed to be a reference to Annex A hereto and further agree that all
shares of Common Stock held by them or received by them in the transfers
described in Items 1 through 3 above shall constitute Existing Shares (as
defined in the Agreement) for purposes of such Agreement; and
5. Notwithstanding the foregoing, (i) the Transferees, the TLC/CGC Trust
and the Xxxxxxx Charitable Unitrust #1 shall not be obligated to deliver to the
Company certificates representing such Existing Shares held by them until 5:00
p.m. New York time on December 29, 1995, provided however, that certificates
representing 73,300 and 119,021 shares of Common Stock may be delivered by the
Xxxxxxx Charitable Remainder Trust and the Xxxxxxx Living Trust, respectively,
up to 5:00 p.m. New York time on January 3, 1996, and (ii) neither Xxxxx X.
Xxxxxxx nor Southpac International Trust, Inc., as the sole co-Trustees of the
TLC/CGC Trust, shall be deemed to have given a proxy pursuant to section 5.02 of
the Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this agreement as of
the date first above written.
American Brands, Inc.
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President and
Controller
XXXXXX X. XXXXXXX LIVING TRUST DATED
AUGUST 5, 1980
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Trustee
XXXXXX X. AND XXXXX X. XXXXXXX 5% NET
INCOME WITH MAKE-UP CHARITABLE REMAINDER
UNITRUST #1 DATED DECEMBER 22, 1994
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Trustee
By: /s/ Xxxxx X. Xxxxxxx
-------------------------
Name: Xxxxx X. Xxxxxxx
Title: Trustee
XXXXXX X. AND XXXXX X. XXXXXXX 10%
CHARITABLE REMAINDER UNITRUST #2 DATED
DECEMBER 22, 1994
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Trustee
By: /s/ Xxxxx X. Xxxxxxx
-------------------------
Name: Xxxxx X. Xxxxxxx
Title: Trustee
SHERMAN FAMILY LIVING TRUST DATED
DECEMBER 22, 1994
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Trustee
By: /s/ Xxxxx X. Xxxxxxx
-------------------------
Name: Xxxxx X. Xxxxxxx
Title: Trustee
XXXXXXX XXXXX ACCOUNT #240-27K85
By: /s/ Xxxxxx X. Xxxx
-------------------------
Xxxxxx X. Xxxx, its custodian
TLC/CGC TRUST DATED FEBRUARY 27, 1995
By: /s/ Xxxxx X. Xxxxxxx
-------------------------
Name: Xxxxx X. Xxxxxxx
Title: Trustee
By: /s/ Xxxxx X. Xxxxxxx
-------------------------
Name: Southpac International Trust
Title: Trustee
XXXXXX X. XXXX 6% NET INCOME WITH MAKE-UP
CHARITABLE REMAINDER TRUST #3 DATED
JULY 6, 1995
By: /s/ Xxxxxx X. Xxxx
-------------------------
Name: Xxxxxx X. Xxxx
Title: Trustee
By: /s/ Xxxxx Xxx Xxxx
-------------------------
Name: Xxxxx Xxx Xxxx
Title: Trustee
CROW 1990 COMMUNITY PROPERTY TRUST
DATED JUNE 8, 1990
By: /s/ Xxxxxx X. Xxxx
-------------------------
Name: Xxxxxx X. Xxxx
Title: Trustee
By: /s/ Xxxxx Xxx Xxxx
-------------------------
Name: Xxxxx Xxx Xxxx
Title: Trustee
THE XXXXXX X. XXXXXXX LIVING TRUST
DATED JUNE 8, 1994
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Trustee
THE XXXXXX X. XXXXXXX CHARITABLE REMAINDER
TRUST DATED DECEMBER 22, 1994
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Trustee
Annex A
After giving effect to the transactions contemplated by this Stock Transfer
Agreement, the following parties beneficially own the following number of shares
of Common Stock.
Number of
Stockholder Shares
----------- ---------
Xxxxxxx
Xxxxx Charitable Remainder Unitrust Dated 0
August 3, 1994 (NIMCRUT #1)***
Xxxxxx X. & Xxxxx X. Xxxxxxx 5% Net Income 111,889
With Make-up Charitable Remainder Unitrust #1
Dated December 22, 1994
Xxxxxx X. Xxxxxxx Living Trust Dated 0
August, 5 1980
Xxxxxx X. & Xxxxx X. Xxxxxxx 10% Charitable 622,889
Remainder Unitrust #2 Dated December 22, 1994
Xxxxxxx Family Living Trust Dated December 22, 1994 40,000
Xxxx
Xxxxxxx Xxxxx (collateral account #240-27K85) 0
TLC/CGC Trust Dated February 27, 1995 436,018
Xxxxxx X. Xxxx 6% Net Income With Make-up 139,000
Charitable Remainder Trust #3 Dated July 6, 1995
Crow 1990 Community Property Trust Dated 54,000
June 8, 1990
Xxxxxx X. Xxxx 9% Net Income with Make-up 279,721
Charitable Remainder Trust #1 Dated
December 17, 1994***
Xxxxxx X. Xxxx 20% Net Income with Make-up 55,945
Charitable Remainder Trust #2 Dated
December 17, 1994***
Xxxxxx X. Xxxx G.P. FBO Crow Family Limited 250,000
Partnership Account #1***
Xxxxxxx
Xxxxxx X. Xxxxxxx Living Trust Dated June 8, 1994 336,342*
Xxxxxx X. Xxxxxxx Charitable Remainder Trust 98,300**
Dated December 22, 1994
Xxxxxx X. Xxxxxxx Charitable Foundation 50,000
Dated December 5, 1985***
* Excludes 3,300 shares which will be transferred in 1995 and 70,000
shares which will be transferred before January 3, 1996 in each case
into the Xxxxxx X. Xxxxxxx Charitable Remainder Trust Dated December
22, 1994 from Certificate No. SD1309 (in the amount of 192,321 shares
of Common Stock), and includes a new certificate will be issued before
January 3, 1996 for the balance to the Xxxxxx X. Xxxxxxx Living Trust
Dated June 8, 1994.
** Includes 3,300 shares of Common Stock to be transferred in 1995 and
70,000 shares of Common Stock to be transferred before January 3, 1996
from the Xxxxxx X. Xxxxxxx Living Trust Dated June 8, 1994.
*** Party to the Stock Option and Tender Agreement but not a party to this
Stock Transfer Agreement.
