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EXHIBIT 2.1
SUBSCRIPTION AGREEMENT
The undersigned Xxxxx X. Xxxxxxxxxx, Xx. hereby subscribes to and
agrees to purchase the following described securities of PF Management, Inc.
(hereinafter called the "Corporation"), a corporation organized or to be
organized under the laws of the State of North Carolina.
1. Description of securities. The securities hereby subscribed and
agreed to be purchased are twenty-five thousand fifty-eight (25,058) shares of
the common capital stock of the Corporation.
2. Purchase price. In consideration of the shares, the undersigned will
contribute to the Corporation the following securities, subject to certain
liabilities, all as set forth on Exhibit A attached hereto. By acceptance of
this Subscription, the Corporation hereby agrees to assume the aforesaid
liabilities and hold the undersigned harmless therefrom.
3. Investment representation. The undersigned hereby represents and
agrees that the purchase of the securities hereby subscribed will be for
investment only, for the account of the subscriber, and not with any view to the
resale or distribution thereof; that the undersigned will not resell the
securities hereby subscribed without registration under federal and state
securities laws or exemptions therefrom; and that the undersigned understands
that the securities hereby subscribed will be issued, without registration,
under exemptions in the federal and state securities laws that depend upon the
intent hereby represented and that the Corporation will rely on such
representation in issuing such securities without registration. The undersigned
further agrees that the share certificates issued pursuant to this subscription,
and any replacements thereof, may be marked with a legend to the effect that
such securities cannot be sold or transferred without either (a) registration
under federal and state securities laws, or (b) an opinion of counsel
satisfactory to the Corporation that neither the sale nor the proposed transfer
constitutes a violation of any federal or state securities law.
[Signature Page Attached]
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This 17th day of April, 2001.
/s/ Xxxxx X. Xxxxxxxxxx, Xx. (SEAL)
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Xxxxx X. Xxxxxxxxxx, Xx.
Address: Xxxx Xxxxxx Xxx 0000
Xxxxxxx, XX 00000
Taxpayer Identification No.:
###-##-####
Accepted this 17th day of April, 2001.
PF Management, Inc.
By: /s/ Xxxxx X. Xxxxx
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President
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EXHIBIT A
1,759,244 shares of Pierre Foods, Inc. ("Pierre") subject to the
following liabilities of Xxxxx X. Xxxxxxxxxx, Xx. ("Xxxxxxxxxx"), hereby assumed
by the Corporation:
(a) Note made by Xxxxxxxxxx dated January 31, 2000 in original amount
of $3,598,910.06 payable to Xxxxxxx X. Xxxxxx, Xx., bearing
interest at the rate of 8% per annum, with the interest payable on
January 31, 2001 and each anniversary thereafter, until January
31, 2003 when the entire principal and accrued interest is due.
Said note is secured by: (i) the pledge of 422,011 shares of
Pierre (owned by Xxxxxxxxxx), and (ii) assignment of life
insurance of $4,500,000 for the life of Xxxxx X. Xxxxxxxxxx, Xx.
Said assumption to be evidenced by a Pledge Agreement and
Assumption. Agreement and/or other agreed documentation by and
between the Corporation et al.
(b) Note made by Xxxxxxxxxx dated January 31, 2000 in original amount
of $1,149,947.00 payable to X. Xxxx Xxxxxx, bearing interest at
the rate of 9% per annum, with the interest payable January 31,
2001 and each anniversary thereafter until January 31, 2003 when
the entire principal and accrued interest is due. Said note is
secured by: (i) the pledge of 321,421 shares of Pierre (owned by
Xxxxxxxxxx), and (ii) an assignment of life insurance of
$4,500,000 on the life of Xxxxxxxxxx. Said assumption to be
evidenced by a Pledge Agreement and Assumption Agreement and/or
other agreed documentation by and between the Corporation et al.
(c) Note made by Xxxxxxxxxx dated January 31, 2000 in original amount
of $60,432.00 payable to Xxxxxxx Xxxxxxxx, bearing interest at
the rate of 8% per annum with interest payable January 31, 2001
and each anniversary date thereafter, until January 31, 2003 when
the entire principal and accrued interest is due. Said note is
secured by the pledge of 7,554 shares of Pierre (owned by
Xxxxxxxxxx). Said assumption to be evidenced by a Pledge
Agreement and Assumption Agreement and/or other agreed
documentation by and between the Corporation et al.
(d) Note made by Xxxxxxxxxx dated January 31, 2000 in original amount
of $173,364.00 payable to Xxxxxxx X. Xxxxxx, with the present
balance of $115,576, bearing interest at the rate of 8% per annum
with interest payable January 31, 2001 and each anniversary date
thereafter, until January 31, 2003 when the entire principal and
accrued interest is due. Said note is secured by the pledge of
21,671 shares of Pierre (owned by Xxxxxxxxxx). Said assumption to
be evidenced by a Pledge Agreement and Assumption Agreement and/or
other agreed documentation by and between the Corporation et al.
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(e) Note made by Xxxxxxxxxx dated January 31, 2000 in original amount
of $126,136.00 payable to Xxxx Xxxxxxxxx, bearing interest at the
rate of 8% per annum with interest payable January 31, 2001 and
each anniversary date thereafter, until January 31, 2003 when the
entire principal and accrued interest is due. Said note is secured
by the pledge of 15,000 shares of Pierre (owned by Xxxxxxxxxx).
Said assumption to be evidenced by a Pledge Agreement and
Assumption Agreement and/or other agreed documentation by and
between the Corporation et al.
(f) Note made by Xxxxxxxxxx dated February 28, 2000 in original amount
of $42,924.00 payable to Xxxx X. Xxxxxx, Xx., bearing interest at
the rate of 8% per annum with all principal and accrued interest
due and payable in full on January 31, 2002. Said note is secured
by the pledge of 5,365 shares of Pierre (owned by Xxxxxxxxxx).
Said assumption to be evidenced by a Pledge Agreement and
Assumption Agreement and/or other agreed documentation by and
between the Corporation et al.
Included in the above 1,759,244 shares of Pierre contributed by
Xxxxxxxxxx is 64,346 shares of Pierre which is presently pledged to
Bank of Granite as security for a Note from Xxxxxxxxxx dated August 23,
2000 in the original amount of $100,000. In consideration of the
registration of said shares in the name of the Corporation, Bank of
Granite will require the pledge and hypothecation of such shares
without recourse as continuing collateral security for the aforesaid
Note of Xxxxxxxxxx.
Included in the above 1,759,244 shares of Pierre contributed by
Xxxxxxxxxx is 331,077 shares of Pierre which is presently pledged to
the Carolina First Bank as security for a Note from HERTH Management,
Inc. dated February 9, 2000 in the original amount of $1,900,000. In
consideration of the registration of said shares in the name of the
Corporation, Carolina First Bank will require the assumption and
refinance of such debt obligation by the Corporation and the pledge of
such shares as continuing collateral security.
Included in the above 1,759,244 shares of Pierre contributed by
Xxxxxxxxxx is 180,000 shares of Pierre which is presently pledged to
Peoples Bank as security for a Note from HERTH Management, Inc. dated
November 11, 1998 in the original amount of $1,602,432 with a present
balance of $1,500,000. In consideration of the registration of said
shares in the name of the Corporation, Peoples Bank will require the
assumption and refinance of such debt obligation and the pledge of such
shares as continuing collateral security.
