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Exhibit 1
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT, dated as of July 10, 1998, among AMERICAN
INTERNATIONAL GROUP, INC., a Delaware corporation (the "Purchaser"), XXXXXXX X.
XXXXXX AND XXXXXX XXXXX XXXXXX AS TRUSTEES OF THE XXXXX X. XXXXXX AND XXXXXXX X.
XXXXXX REVOCABLE TRUST DATED DECEMBER 10, 1991 (the "Xxxxxx Trust"), Xxxxxxx X.
Xxxxxx ("G. A. Xxxxxx"), R. XXXXX XXXXXX ("X. X. Xxxxxx"), XXXXX X. XXXX AND
XXXXXX XXXX AS TRUSTEES OF THE XXXX FAMILY TRUST DATED JUNE 24, 1996 (the "Xxxx
Trust"), XXXXXXXXX XXXXXXXXXXX ("Xxxxxxxxxxx") and R. XXXXX XXXXXX AS TRUSTEE OF
THE R. XXXXX XXXXXX, M.D., INC., 401(k) PROFIT SHARING PLAN AND TRUST (the
"Profit Sharing Trust", and together with the Xxxxxx Trust, the Xxxx Trust, G.
A. Xxxxxx, X. X. Xxxxxx and Xxxxxxxxxxx, the "Sellers").
WHEREAS, as of the date hereof, the Xxxxxx Trust is the owner of
3,862,848 shares (the "Xxxxxx Trust Shares"), G. A. Xxxxxx is the owner of
235,849 shares (the "G. A. Xxxxxx Shares") X. X. Xxxxxx is the owner of 253,098
shares (the " X. X. Xxxxxx Shares"), the Xxxx Trust is the owner of 100,000
shares (the "Xxxx Trust Shares"), Xxxxxxxxxxx is the owner of 100,000 shares
(the "Xxxxxxxxxxx Shares") and the Profit Sharing Trust is the owner of 24,206
shares (the "Profit Sharing Shares" and, together with the Xxxxxx Trust Shares,
the Xxxx Trust Shares, the Xxxxxxxxxxx Shares, the G. A. Xxxxxx Shares and the
X. X. Xxxxxx Shares, the "Shares") of Common Stock, without par value (the
"Common Stock"), of 20th Century Industries, a California corporation (the
"Company").
WHEREAS, each of the Sellers wish to sell, and the Purchaser wishes
to purchase, either directly or through one or more of its wholly-owned
subsidiaries, the Shares.
NOW THEREFORE, in consideration of the premises set out herein and
for other good and valuable consideration given to each party hereto, the
receipt of which is hereby acknowledged, the parties hereto agree as follows:
Section 1. Sale and Purchase. Subject to the terms and conditions
herein set forth, the Purchaser agrees to purchase from the Sellers and each of
the Sellers agrees to sell and deliver, or cause to be sold and delivered, to
the Purchaser, free and clear of all liens, proxies, claims, pledges, charges,
security interests, preemptive rights, restrictions and encumbrances of any
nature whatsoever, the Shares.
Section 2. Consideration and Payment. Upon the terms and subject to
the conditions herein set forth, on the Closing Date (as defined in Section 4
hereof),
(a) each of the Sellers shall deliver to American Stock
Transfer & Trust Company, as transfer agent for the Company (the "Transfer
Agent"), a certificate or certificates for its respective Shares, duly
endorsed in blank or with stock powers attached duly executed in blank, in
proper form for transfer, with all signatures properly guaranteed,
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or in proper form for settlement through the book-entry system of
The Depository Trust Company, together with all other cash, stock or
other property required to be delivered to the Purchaser pursuant to
Section 3(a) hereof. The Sellers shall pay all stamp and other
taxes, if any, which may be payable in respect of the sale and
delivery to the Purchaser of the Shares. In the event that certain
of the Shares are not in proper form for transfer and settlement as
of the Closing Date, the Sellers shall deliver such Shares as are in
proper form to the Transfer Agent, the Purchaser shall pay the
Purchase Price (as hereinafter defined) for such Shares, and the
Sellers shall use their best efforts to deliver the remaining Shares
in proper form for transfer and settlement as soon as practicable
thereafter, and the Purchaser shall pay the Purchase Price for such
remaining Shares by wire transfer of federal funds to the bank or
banks and for accounts designated by the Sellers of such Shares upon
their delivery to the Transfer Agent; and
(b) Immediately upon receipt from the Transfer Agent of an
acknowledgment that Share certificates have been delivered to the Transfer
Agent in good order with viable instructions to the Transfer Agent to
issue Shares to the Purchaser, the Purchaser shall deliver to the Sellers,
by wire transfer of federal funds to a bank or banks and for accounts to
be designated by the Sellers, Twenty-Nine dollars ($29.00) per share (the
"Purchase Price"), for each of the Shares delivered and purchased
hereunder. For purposes of this Section, acknowledgment by the Transfer
Agent may be by telephone confirmation or facsimile transmission.
Section 3. Adjustments to the Purchase Price. The Purchase Price
payable to the Sellers hereunder will be subject to adjustment as follows:
(a) Any dividend or other distribution (whether in cash,
stock or otherwise) on the Shares to be sold by the Sellers pursuant
hereto with a record date after the date of this Agreement and prior to
the Closing Date shall be delivered by the Sellers to the Purchaser on the
Closing Date (or as soon as practicable thereafter if the payment or
distribution date occurs subsequent to the Closing Date); provided,
however, that the Purchaser acknowledges and agrees that any cash dividend
declared on the Shares with a record date prior to the date hereof but not
paid to the Seller prior to the Closing Date shall be for the account of
the Sellers. In the event of any merger, consolidation or other business
combination of the Company prior to the Closing Date, the Sellers shall
deliver to the Purchaser on the Closing Date the total consideration
received by the Sellers upon consummation of any such transaction.
(b) The number of Shares hereunder shall be appropriately
adjusted in the event of any stock split or other dividend, split-up,
recapitalization, combination, exchange of shares or the like or any other
action that would have the effect of changing or diluting the Purchaser's
rights hereunder or changing or increasing the Sellers' ownership of any
securities of the Company.
Section 4. The Closing. Subject to Section 9 hereof, the closing for
the sale of the Shares under this Agreement shall take place at the offices of
the Purchaser, 00 Xxxx Xxxxxx, Xxx
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Xxxx, Xxx Xxxx, on July 13, 1998 or as soon as practicable following, but in no
event later than the first business day following, the satisfaction or waiver of
the conditions herein set forth; provided, however, that the parties agree to
use their best efforts to assure that the closing takes place no later than July
16, 1998 and provided, further, that if the Sellers have fulfilled and complied
with all conditions and obligations under this Agreement and the Purchaser has
not purchased the Shares within three business days after such conditions and
obligations have been fulfilled by the Sellers, the Sellers shall have no
obligation to sell or deliver the Shares to the Purchaser. The date and time for
the closing are herein referred to as the "Closing Date".
Section 5. Other Covenants of The Sellers. During the term of this
Agreement, the Sellers agree that they shall not sell, transfer, assign,
encumber, pledge, tender or otherwise dispose of, or grant any proxies or
consents (other than to the Purchaser or a designee thereof) with respect to,
any Shares, or enter into any contract, option or other arrangement or
understanding with respect to the voting, sale, transfer, pledge, tender,
assignment, encumbrance or other disposition, directly or indirectly, of any
Shares, other than pursuant to this Agreement.
Section 6. Term. Except as otherwise specifically provided herein,
the obligations of the Purchaser and the Sellers under this Agreement shall
terminate one year following the Closing Date (the "Expiration Date").
Section 7. Representations and Warranties of the Purchaser. The
Purchaser represents and warrants to the Sellers that: (a) the Purchaser is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware; (b) the execution, delivery and performance of this
Agreement by the Purchaser and the consummation by it of the transactions
contemplated hereby have been approved by all necessary corporate action on the
part of the Purchaser; and (c) this Agreement has been duly executed and
delivered by the Purchaser and constitutes a valid and binding obligation of the
Purchaser, enforceable in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and other similar
laws of general applicability relating to or affecting creditors' rights and to
general equity principles.
Section 8. Representations and Warranties of the Sellers. The
Sellers each hereby represent and warrant to the Purchaser that: (a) the
execution, delivery and performance of this Agreement by each Seller and the
consummation by each Seller of the transactions contemplated hereby have been
approved by all necessary action on the part of each Seller; (b) this Agreement
has been duly executed and delivered by each Seller and constitutes a valid and
binding obligation of each Seller, enforceable in accordance with its terms,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and other similar laws of general applicability relating to or
affecting creditors' rights and to general equity principles, and performance by
each of the Sellers of this Agreement will not (i) conflict with, require a
consent, waiver or approval under, or result in a breach of or default under,
any of the terms of any contract, commitment or other obligation (written or
oral) to which any Seller is party or by which any Seller is bound; (ii) violate
any order, writ, injunction, decree or statute, or any rule or regulation,
applicable to any Seller or any of the properties or assets of any Seller; or
(iii) result in the creation of, or impose any obligation on any Seller to
create, any lien, charge or other encumbrance of any nature whatsoever upon the
Shares; (c) each Seller has full right, power and authority to sell the Shares
it has agreed to sell hereunder;
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(d) each Seller owns the Shares it has agreed to sell hereunder, free and clear
of all liens, proxies, claims, pledges, charges, security interests, preemptive
rights, restrictions and encumbrances of any nature whatsoever; and (e) upon
transfer of the Shares to the Purchaser pursuant hereto, the Purchaser will
acquire good and marketable title thereto, free and clear of all liens, proxies,
claims, pledges, charges, security interests, preemptive rights, restrictions
and encumbrances of any nature whatsoever.
Section 9. Certain Conditions Precedent. Notwithstanding any other
provision of this Agreement, the Purchaser shall not be obligated to purchase
the Shares pursuant hereto if any of the following conditions exist:
(a) the representations and warranties of the Sellers
contained in Section 8 hereof shall be incorrect in any material respect
or the Sellers shall have failed to comply in any material respect with
their respective obligations and covenants as herein set forth;
(b) (i) the Xxxxxx Trust shall have failed to deliver an
opinion from Xxxxxx & Xxxxxx, counsel to the Xxxxxx Trust, (ii) the Xxxx
Trust shall have failed to deliver an opinion from counsel to the Xxxx
Trust, or (iii) the Profit Sharing Trust shall have failed to deliver an
opinion from counsel to the Profit Sharing Trust, substantially in the
form attached hereto as Annex A;
(c) a preliminary or permanent injunction or other order by
a court or governmental agency of competent jurisdiction located in the
United States shall have been issued and remain in effect that would (i)
make the acquisition or holding by the Purchaser of some or all of the
Shares illegal, or (ii) impose material limitations on the ability of the
Purchaser effectively to acquire or hold or to exercise full rights of
ownership of the Shares acquired by it, including, but not limited to, the
right to vote the Shares purchased by it on all matters properly presented
to the stockholders of the Company; or
(d) The Company shall have taken any action or shall have declared
any form of dividend or other distribution to its stockholders that, as a
result of the purchase of the Shares by the Purchaser, could have,
directly or indirectly, an adverse effect on the Purchaser or diminish the
value of (i) the Shares if they were to be beneficially owned by the
Purchaser or (ii) any other securities, options, warrants or rights to
purchase securities of the Company that are beneficially held by the
Purchaser or any of its subsidiaries.
The foregoing conditions are for the sole benefit of the
Purchaser and may be waived by the Purchaser in whole or in part and such
conditions will not survive the closing of the sale of the Shares.
Section 10. Brokers. The Sellers and the Purchaser represent
to each other that neither they nor any of their respective affiliates have
employed any broker or finder or incurred any liability for any brokerage or
finder's fees or commissions or expenses related thereto in connection with the
negotiation, execution or consummation of this Agreement or any of the
transactions contemplated hereby and respectively agree to indemnify and hold
the others harmless from and
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against any and all claims, liabilities or obligations with respect to any such
fees, commissions or expenses asserted by any person on the basis of any act or
statement alleged to have been made by such party or its affiliate.
Section 11. Specific Performance. Each Seller acknowledges that
damages would be an inadequate remedy for any breach by the Sellers of the
provisions of this Agreement and agrees that the obligations of the Sellers
hereunder shall be specifically enforceable and the Sellers shall not take any
action to impede the Purchaser from seeking to enforce such right of specific
performance.
Section 12. Notices. All notices, requests, claims, demands and
other communications hereunder shall be effective upon receipt (or refusal of
receipt), shall be in writing and shall be delivered in person, by cable,
telegram or telex, or by mail (registered or certified mail, postage prepaid,
return receipt requested) to the Sellers at c/x Xxxxxxx & X'Xxxxx, 0000 Xxxxx
Xxxxx Xxxxxxxxx, Xxxxx 0, Xxxxxxxx, Xxxxxxxxxx 00000, Attention: Xxxxxxx X.
Xxxxxxx, Esq. and to the Purchaser at 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: Chief Financial Officer, or to such other address as any party may
have furnished to the other parties in writing in accordance herewith.
Section 13. Binding Effect; Survival. Upon execution and delivery of
this Agreement by the Purchaser, this Agreement shall become effective as to the
Sellers at the time the Sellers execute and deliver this Agreement. This
Agreement shall inure to the benefit of and be binding upon the parties hereto
and their respective heirs, personal representatives, successors and assigns.
Notwithstanding anything to the contrary set forth in this Agreement, the
representations and warranties included in Section 8 shall survive the purchase
and sale of the Shares hereunder.
Section 14. Assignment. The Purchaser may, without the consent of
the Sellers, assign its rights hereunder to any direct or indirect wholly owned
subsidiary of the Purchaser, provided that any such assignment shall not affect
the obligations of the Purchaser hereunder. The Sellers shall not have either
the right or the power to assign or delegate any right or obligation hereunder
to any other person or entity, and any such purported assignment or delegation
shall be void.
Section 15. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York, without giving
effect to the principles of conflict of laws thereof.
Section 16. Counterparts. This Agreement may be executed in several
counterparts, each of which shall be an original, but all of which together
shall constitute the Agreement.
Section 17. Effect of Headings. The section headings herein are for
convenience only and shall not affect the construction hereof.
Section 18. Additional Agreements; Further Assurance. Subject to the
terms and conditions herein provided, each of the parties hereto agrees to use
all reasonable efforts to take, or cause to be taken, all actions and to do, or
cause to be done, all things necessary, proper or advisable
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to consummate and make effective the transactions contemplated by this
Agreement. The Sellers will provide the Purchaser with all instruments of
conveyance, assignment, transfer and delivery which may reasonably be requested
by the Purchaser and will take reasonable steps to enable the Purchaser to
obtain all rights and benefits provided to it hereunder.
Section 19. Severability. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, which shall remain in full force and
effect.
Section 20. Amendment; Waiver. No amendment or waiver of any
provision of this Agreement or consent to departure therefrom shall be effective
unless in writing and signed by the Purchaser and the Sellers, in the case of an
amendment, or by the party which is the beneficiary of any such provision, in
the case of a waiver or a consent to departure therefrom.
Section 21. Filings; Press Releases. The Sellers agree that, except
as may be required by law, the Sellers will not issue any press release or make
any public filings or other statements with respect to the matters contemplated
by this Agreement. To the extent any such release, filing or statement is
legally required, the Sellers will provide the Purchaser with advance notice of
the substance of any such release, filing or statement and otherwise cooperate
with the Purchaser with respect thereto.
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IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto all as of the day and year first above written.
AMERICAN INTERNATIONAL GROUP, INC.
By: /s/ XXXXXX X. XXXXX
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Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
XXXXXXX X. XXXXXX AND XXXXXX XXXXX XXXXXX
AS TRUSTEES OF THE XXXXX X. XXXXXX AND
XXXXXXX X. XXXXXX REVOCABLE TRUST
By: /s/ XXXXXXX X. XXXXXX
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Name: Xxxxxxx X. Xxxxxx
Title: Trustee
By: /s/ XXXXXX XXXXX XXXXXX
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Name: Xxxxxx Xxxxx Xxxxxx
Title: Trustee
/s/ XXXXXX XXXXX XXXXXX
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XXXXXX XXXXX XXXXXX
XXXXX X. XXXX AND XXXXXX XXXX AS TRUSTEES OF
THE XXXX FAMILY TRUST
By: /s/ XXXXX X. XXXX
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Name: Xxxxx X. Xxxx
Title: Trustee
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By: /s/ XXXXXX XXXX
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Name: Xxxxxx Xxxx
Title: Trustee
/s/ XXXXXXXXX XXXXXXXXXXX
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XXXXXXXXX XXXXXXXXXXX
R. XXXXX XXXXXX AS TRUSTEE OF THE
R. XXXXX XXXXXX, M.D., INC., 401(k) PROFIT
SHARING PLAN AND TRUST
By: /s/ R. XXXXX XXXXXX
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Name: R. Xxxxx Xxxxxx
Title: Trustee
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/s/ XXXXXXX X. XXXXXX
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XXXXXXX X. XXXXXX
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