EXHIBIT A
[LETTERHEAD
OF
AMERICAN INDUSTRIES, INC.]
May 2, 1997
Xx. Xxxx X. Xxxxxxx
President
Signal Capital Corporation
00 Xxxxxxxxx Xxxx
Xxxxxxx, Xxxxxxxxxxxxx 00000
Re: Purchase of Shares of Common Stock of The Sirena Apparel Group, Inc., held
by Signal Capital Corporation and Affiliates
Dear Eben:
This letter sets forth the terms of the agreement by which American Industries,
Inc., an Oregon corporation ("Buyer"), agrees to purchase from Signal Capital
Corporation ("Seller") all shares of the Common Stock (the "Shares") of The
Sirena Apparel Group, Inc., a Delaware corporation ("Sirena"), held by Seller or
Seller's affiliates ("Agreement"). We understand that there are not less than
1,096,185 Shares.
1. PURCHASE PRICE. The purchase price per Share for the Shares will be the
Closing Interdealer Bid Price as reported on Nasdaq for April 30, 1997,
VIZ. $3 1/16 per Share. Thus, the aggregate purchase price for the Shares
which are the subject of this Agreement (assuming the purchase of exactly
1,096,185 Shares) would be $3,357,067 (the "Purchase Price").
2. DELIVERY OF SHARES. At closing, Seller will deliver to Buyer
certificates representing the Shares, duly endorsed in blank for transfer,
with signatures guaranteed, together with any documents necessary or
reasonably requested by Buyer to transfer to Buyer good and indefeasible
title to the Shares. Seller shall pay any documentary or transfer tax
applicable to the transfer of the Shares. If Xxxxxx is unable to deliver
certificates evidencing the Shares to Buyer at the Closing, Seller will
take all steps that may be necessary to deliver, or cause the transfer
agent for Sirena to deliver to Buyer, as soon as reasonably possible after
the Closing, one or more certificates evidencing the Shares. Such steps may
include the execution and delivery by Seller of one or more lost stock
certificate affidavits and indemnity agreements. Seller will indemnify
Buyer and hold Buyer harmless from any losses, costs and expenses incurred
by Xxxxx as a result of Seller's failure to deliver certificates evidencing
the Shares as soon as reasonably possible after the Closing. Payment of the
purchase price shall be conditioned upon delivery of the Shares.
3. RESIGNATIONS. Seller has three designees on Sirena's Board of Directors:
Xxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxxx and Xxxxxxxx Xxxxxxx. Seller will cause
such designees to submit their resignations as directors of Sirena no later
than 5:00 p.m., California time, on Friday, May 9, 1997.
4. OWNERSHIP OF SHARES. Seller is the legal and beneficial owner of, and
has legal and valid title to, the Shares free and clear of all liens,
claims and encumbrances whatsoever, and the Shares are legally issued,
fully paid and nonassessable. Delivery of the Shares to Buyer will transfer
to Buyer good and indefeasible title to the Shares, free and clear of all
liens, charges and encumbrances whatsoever.
5. AUTHORIZATION. Seller has the full right, power, legal capacity and
authority to enter into this Agreement and to sell and deliver to Buyer the
Shares.
6. INVESTMENT REPRESENTATIONS. Xxxxx is purchasing the Shares from Seller
in accordance with the terms hereof for Xxxxx's own account without a view
to any distribution of the Shares in violation of federal or state
securities laws. Buyer has been informed and understands that none of the
Shares have been registered under federal or state securities laws and must
be held indefinitely unless the Shares are subsequently registered or an
exemption from such registration is available. Xxxxx has had access to all
information concerning Sirena as Xxxxx has deemed necessary or appropriate
in order to enable Buyer to make an informed investment decision with
respect to the acquisition of the Shares. Buyer has such knowledge and
experience in financial matters that Xxxxx is capable of evaluating the
merits and risks of Xxxxx's investment in the Shares. Buyer expressly
acknowledges that Seller has not made any representations or warranties to
it (except as expressly set forth herein) regarding Sirena or its business
or affairs, and that Buyer has, independently and without reliance upon
Seller, based on its own due diligence investigation, made its own
investment decision with respect to its acquisition of the Shares.
7. EXPENSES. Each party will pay its own expenses in this transaction,
including any attorney and accountant fees and finders' fees.
8. BROKER. Seller does not owe any fee to any broker or finder in
connection with the purchase and sale of the Shares.
9. CLOSING. The parties will close this transaction on May 7, 1997, unless
the parties otherwise agree in writing to a different closing date. Buyer
will pay the Purchase Price to Seller by wire transfer at closing. All
deliveries at the closing will be conditional upon the happening of all of
the events of the closing. Closing may take place by facsimile, electronic
and/or telephone communication. Xxxxx is prepared to disburse funds on the
morning of May 5, 1997.
10. FACSIMILE SIGNATURES. The parties may execute this Agreement by
facsimile signature. Any such facsimile signature will be as valid and
binding upon the parties as a manually signed original signature.
11. TIME OF ESSENCE. Time is of the essence of this Agreement.
12. GOVERNING LAW. This Agreement is executed and will be governed by the
substantive law of the State of Oregon.
13. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument.
14. EXPIRATION OF OFFER. This offer will automatically expire unless it has
been accepted on or prior to five PM Pacific Daylight Time on Friday May 2,
1997.
If the terms set forth in this Agreement are acceptable, please sign and date
the enclosed copy of this letter and return it to me.
Very truly yours,
/s/ Xxxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxxxx
President
American Industries, Inc.
Agreed to and accepted:
Dated: May 2, 1997.
SIGNAL CAPITAL CORPORATION
/s/ Xxxx X. Xxxxxxx
--------------------------
Xxxx X. Xxxxxxx
President
