EXHIBIT (c)(6)
MEMORANDUM OF UNDERSTANDING
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June 11, 1997
Xx. Xxxxxx X. Xxxxxxxxx
Chairman
FMCC Acquisition Corp.
c/o Fahnestock & Co., Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Re: Proposed Business Combination
Dear Xx. Xxxxxxxxx:
This Memorandum of Understanding is intended to confirm our
understanding regarding the terms of a transaction (the "Transaction") being
considered by FMCC Acquisition Corp. or an entity to be formed by Xxxxxxxxxx &
Co., Inc. (the "Buyer"), First of Michigan Capital Corporation (the "Company"),
DST Systems, Inc. and 1988 Limited Partnership (collectively, the "Sellers")
involving the Buyer's possible acquisition of all of the issued and outstanding
shares of common stock, par value $.10 per share (the "Common Stock"), of the
Company by purchasing shares of Common Stock owned by the Sellers and, pursuant
to a tender offer and/or a merger, shares of Common Stock held by the other
shareholders.
More specifically, pursuant to the terms of a proposed securities
purchase agreement (the "Securities Purchase Agreement"), dated as of June 11,
1997, to be entered into between Sellers and Buyer, Seller will sell to Buyer
and Buyer will purchase from Sellers an aggregate of 1,418,351 shares of Common
Stock for a cash purchase price of $15 per share.
In accordance with the terms of a proposed tender offer agreement (the
"Tender Offer Agreement"), dated as of June 11, 1997, to be entered into among
Buyer, the Company and Sellers, Buyer will commence an offer (the "Offer") to
purchase for cash all of the remaining issued and outstanding shares of Common
Stock at a net price of $15 per share (the "Tender Consideration"). Xxxxx's
obligation to commence the Offer and accept for payment, and pay for, any shares
of Common Stock tendered pursuant to the Offer will be subject to the terms and
conditions referred to in the Tender Offer Agreement. Shares of Common Stock not
purchased in the tender offer subsequently may be acquired
in a back-end merger for consideration per share equivalent to the Tender
Consideration (the "Merger").
Sellers and Buyer are to use their reasonable best efforts to obtain
all consents and approvals to effectuate the Transaction and to make all
requisite filings pursuant to applicable federal, state and local laws
including, but not limited to, the Xxxx Xxxxx Xxxxxx Act and the Securities
Exchange Act of 1934.
The Board of Directors of the Company has approved the Transaction and
authorized the appropriate officers of the Company to take all action necessary
and appropriate to cause the Transaction to be consummated. This Memorandum of
Understanding is made to evidence approval of the Board of Directors of the
Company of the Securities Purchase Agreement, the Tender Offer Agreement and the
Merger for any and all purposes for which such approval might be required or
permitted under any applicable law or the Restated Certificate of Incorporation
or By-laws of the Company, including, without limitation, the provisions of
Article Tenth, Section 2(b) of the Company's Restated Certificate of
Incorporation.
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Very truly yours,
/s/ Xxxxxxxx X. Xxxxx /s/ Xxxxxxx X. Xxxxx
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Xxxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx
/s/ Xxxxx X. Xxxxx /s/ Xxxxxx Xxxxx
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Xxxxx X. Xxxxx Xxxxxx Xxxxx
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Accepted and Agreed as of
this 11th day of June, 1997
FMCC ACQUISITION CORP.
/s/ Xxxxxx X. Xxxxxxxxx
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By: Xxxxxx X. Xxxxxxxxx
Chairman
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