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Exhibit 3
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT dated as of December 19, 1996, is by
and between XXXXXXX X. XXXX, an individual resident of Indiana (the
"Shareholder"), and SOUTHCAP Corporation, a Tennessee corporation ("SOUTHCAP").
RECITALS:
SOUTHCAP is interested in purchasing shares of the common stock of
United Home Life Insurance Company, an Indiana insurance company (the
"Company"). Shareholder is presently the record holder of that number shares of
common stock of the Company set forth opposite the Shareholder's name on the
signature page hereof (the "Current Stock"). In addition, Shareholder is a
beneficiary under the trust created by the will of Xxxxxxxx X. Xxxxxxxxx dated
January 30, 1986 (the "Trust"), which owns approximately 496,568 shares of
common stock of the Company. The terms of the Trust provide for its dissolution
on January 26, 1997, and at such time, all of the shares of common stock of the
Company which are held by the Trust are to be distributed equally to all
beneficiaries. Upon dissolution, Shareholder will receive a distribution of
approximately 35,469 shares of common stock of the Company (all of such shares
to be received shall be referred to as "Future Stock"). SOUTHCAP desires to
purchase all of the Current Stock and all of the Future Stock, and the
Shareholder is willing to sell all of such shares to SOUTHCAP, all on the terms
and conditions hereof.
NOW, THEREFORE, in consideration of the premises, the Shareholder
and SOUTHCAP hereby agree as follows:
1. PURCHASE AND SALE OF STOCK. Shareholder hereby agrees to sell to
SOUTHCAP, and SOUTHCAP agrees to purchase from Shareholder, the Current Stock
and the Future Stock, upon the dissolution of the Trust and the distribution of
the shares to the Shareholder, all on the terms and conditions set forth
herein.
2. PURCHASE PRICE. The purchase price to be paid for the Current
Stock and the Future Stock (the "Purchase Price") shall be $4.50 per share,
subject to increase as provided herein. The Purchase Price to be paid shall be
increased to the per share amount paid by SOUTHCAP in the event that SOUTHCAP
makes a general tender offer to all shareholders of the Company which results
in SOUTHCAP owning a majority of all outstanding shares of the Company and the
amount paid to those shareholders in the tender offer exceeds the sum of $4.50
per share.
3. CLOSING DATE. The closing with respect to the Current Stock
shall be as mutually agreed upon, and in no event after the closing with
respect to the Future Stock at the offices of Xxxxx & Xxxxxxx, Indianapolis,
Indiana. The closing with respect to the Future Stock shall be ten (10) days
after receipt of those shares. In the event that the Future Stock has not been
distributed to Shareholder and delivered pursuant to the terms hereof on or
before June 1, 1997, SOUTHCAP may, upon notice to Shareholder, terminate its
obligations to purchase the Future Stock.
4. VOTING RIGHTS; COOPERATION. At the closing of the purchase of
the Current Stock, Shareholder shall execute and deliver to SOUTHCAP the proxy
in the form attached hereto as Exhibit A granting SOUTHCAP the right to
exercise all voting with respect to all shares of Future Stock (the "Future
Stock Proxy"). The proxy shall be irrevocable for so long as shares of Future
Stock are subject to purchase by SOUTHCAP pursuant to this Agreement. In
addition, Shareholder agrees to cooperate to provide information as reasonably
requested by SOUTHCAP with respect to Future Stock and the Trust.
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5. DELIVERIES AT CLOSING.
(a) SOUTHCAP has delivered to Shareholder the sum of $ -0- as a
deposit toward the purchase of the Current Stock and the Future Stock which
shall be applied toward the Purchase Price. At the closing(s), (i) SOUTHCAP
will deliver to Shareholder its company check in the amount of the Purchase
Price for the shares to be purchased at that closing, less the amount of the
deposit previously delivered, and (ii) the Shareholder shall deliver (A) the
stock certificate or certificates representing all shares of the Current Stock
and the Future Stock, as appropriate, said certificates being duly endorsed or
accompanied by an appropriate stock transfer power, duly executed, at
Shareholder's expense, or an appropriate stock transfer power duly executed at
Shareholder's expense, and (B) the Future Stock Proxy, duly executed by
Shareholder. In the event the Shareholder does not have the stock certificate
for the Current Stock in her possession at the time of closing, the Shareholder
shall execute and deliver an appropriate stock transfer power at the closing
and deliver the stock certificate to SOUTHCAP within three (3) days after
Shareholder receives the stock certificate.
(b) In the event of an increase in the per share consideration
as set forth herein, SOUTHCAP shall mail to Shareholder at the address set
forth on the signature page hereof the additional sum warranted no later than
ten (10) days after the purchase of shares in the tender offer.
6. REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER. Shareholder owns
the entire record and beneficial interest in the Current Stock and the entire
beneficial interest in the Future Stock and has the complete and unrestricted
power and the unqualified right to sell, assign, transfer, and deliver the
Current Stock and Future Stock, and SOUTHCAP shall acquire at closing, good,
valid, and marketable title to all of the Current Stock and Future Stock free
and clear of any liabilities, obligations, claims, liens, options, charges,
encumbrances, and restrictions of any kind whatever. The Current Stock and the
Future Stock represents all of the shares of common stock of the Company owned,
directly or beneficially, by the Shareholder.
7. REPRESENTATIONS AND WARRANTIES OF SOUTHCAP. SOUTHCAP represents
and warrants to the Shareholder that it is a corporation duly incorporated,
validly existing, and in good standing under the laws of the State of Tennessee
and that the execution and delivery of this Agreement by SOUTHCAP together with
the performance of its obligations have been duly authorized by all necessary
corporate actions and authorizations. SOUTHCAP represents and warrants to the
Shareholder that this Agreement has been duly and validly executed and
delivered by SOUTHCAP and that this Agreement constitutes a legal, valid, and
binding obligation of SOUTHCAP enforceable in accordance with the terms.
SOUTHCAP acknowledges that it is relying solely upon information which it has
obtained respecting the Company, and that it is not relying upon any
information provided by the Shareholder relating to the Company except as set
forth herein.
8. CONDITIONS TO OBLIGATIONS OF SOUTHCAP. SOUTHCAP's obligation to
purchase the Current Stock and the Future Stock are conditioned only upon the
receipt of any required consent or approval by the Indiana Department of
Insurance affecting acquisition of greater than 10% of the outstanding
securities of an Indiana insurer without prior approval. SOUTHCAP represents
that it will take all steps reasonably necessary to apply for such approval, if
required.
9. MISCELLANEOUS.
a. ENTIRE AGREEMENT; AMENDMENTS. This Agreement contains
the entire understanding of the parties with respect to its subject
matter. This Agreement may be amended only by a written instrument
duly executed by all parties or their respective heirs, successors,
assigns or legal personal representatives. Any condition to a
party's obligations hereunder may be waived by such party in
writing.
b. CAPTIONS AND HEADINGS. The section and paragraph
headings contained in this
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Agreement are for reference purposes only and shall not affect in
any way the meaning or interpretations of this Agreement.
c. GOVERNING LAW. This Agreement shall be governed by
and construed in accordance with the laws of the State of Indiana.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed as of the date first written above.
SOUTHCAP CORPORATION
By: /s/ Xxxx X. Xxxxxx, Xx.
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Xxxx X. Xxxxxx, Xx., its Attorney-in-Fact
SHAREHOLDER:
Number of Shares /s/ Xxxxxxx X. Xxxx
Owned: 932 ---------------------------------------------
Name: Xxxxxxx X. Xxxx
Mailing Address:
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
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IRREVOCABLE PROXY
The undersigned shareholder of United Home Life Insurance
Company ("United") hereby constitutes and appoints X. X. Xxxxxxx and Xxxx X.
Xxxxx, or either of them, her agent, attorney and proxy, with full power of
substitution, to vote in her name, place and xxxxx, all of the shares of voting
stock of United that she now or hereafter owns or is entitled to vote on any
and all proposals or matters submitted to the shareholders of United.
This Proxy is coupled with an interest under a Stock Purchase
Agreement dated December 19, 1996 between Xxxxxxx Xxxx and SouthCap Corporation
and shall be irrevocable. Xxxxxxx Xxxx shall have no right to vote her shares
of voting stock of United nor to revoke this Proxy.
/s/ Xxxxxxx X. Xxxx
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Xxxxxxx Xxxx
Dated: December 19, 0000
XXXXX XX XXXXXXX )
)SS:
COUNTY OF XXXXXX )
Before me, a Notary Public, in and for the State of Indiana,
personally appeared Xxxxxxx Xxxx, who having been first duly sworn,
acknowledged the execution of the foregoing Irrevocable Proxy, and stated that
any representations contained therein are true.
WITNESS my hand and Notarial Seal this 19th day of December,
1996.
/s/ Xxxxx Xxxx Xxxxxxx
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My Commission Expires: Xxxxx Xxxx Xxxxxxx
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Printed
8/6/96
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I am a resident of:
Xxxxxx County, Indiana
