JOINT FILING AND SOLICITATION AGREEMENT
Exhibit 99.1
WHEREAS,
certain of the undersigned are shareholders, direct or beneficial, of Circuit
City Stores, Inc., a Virginia corporation (“Circuit City” or the
“Company”);
WHEREAS,
Wattles Capital Management, LLC, a Delaware limited liability company (“WCM”),
HKW Trust, Xxxx X. Xxxxxxx, Xxxxx X. Xxxxxx, Xxxxxxx Xxxxx, Xxx X. Xxxxxxxxx,
Xxxxxxx Xxxxxxx and Xxxxxxxxx X. Xxxx wish to form a group for the purpose of
soliciting proxies or written consents to elect Xxxxx X. Xxxxxx, Xxxxxxx Xxxxx,
Xxx X. Xxxxxxxxx, Xxxxxxx Xxxxxxx and Xxxxxxxxx X. Xxxx (the “Nominees”), or any
other person designated by the undersigned, as directors of Circuit City at the
2008 annual meeting of shareholders and taking all other action necessary or
advisable to achieve the foregoing.
NOW, IT
IS AGREED, this 27th day of
February 2008 by the parties hereto:
1. In
accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934,
as amended, each of the undersigned (collectively, the “Group”) agrees to the
joint filing on behalf of each of them of statements on Schedule 13D with
respect to the securities of Circuit City. Each member of the Group
shall be responsible for the accuracy and completeness of his/its own disclosure
therein, and is not responsible for the accuracy and completeness of the
information concerning the other members, unless such member knows or has reason
to know that such information is inaccurate.
2. So
long as this agreement is in effect, each of the undersigned shall provide
written notice to Xxxxxx Xxxxxxxx Frome Xxxxxxxxxx & Xxxxxxx LLP (“Xxxxxx”)
of (i) any of their purchases or sales of securities of Circuit City; or (ii)
any securities of Circuit City over which they acquire or dispose of beneficial
ownership. Notice shall be given no later than 24 hours after each
such transaction.
3. Each
of the undersigned agrees to solicit proxies or written consents to elect the
Nominees, or any other person designated by the Group, as directors of Circuit
City and to take all other action necessary or advisable to achieve the
foregoing (the “Solicitation”).
4. WCM
agrees to bear all expenses incurred in connection with the Group’s activities,
including expenses incurred by any of the parties in the
Solicitation. Notwithstanding the foregoing, WCM shall not be
required to reimburse any party for (i) out-of-pocket expenses incurred by a
party in the aggregate in excess of $500 without WCM’s prior written approval or
(ii) the value of the time of any party. WCM shall only be
responsible for any legal fees incurred by any of the Nominees that arise
pursuant to and in accordance with the terms of the indemnification letter
agreements by and between WCM and each Nominee, unless otherwise consented to in
writing by WCM.
5. The
relationship of the parties hereto shall be limited to carrying on the business
of the Group in accordance with the terms of this Agreement. Such
relationship shall be construed and deemed to be for the sole and limited
purpose of carrying on such business as described herein. Nothing
herein shall be construed to authorize any party to act as an agent for any
other party, or to create a joint venture or partnership, or to constitute an
indemnification. Nothing herein shall restrict any party’s right to
purchase or sell securities of Circuit City as he/it deems appropriate, in
his/its sole discretion, provided that all such sales are made in compliance
with all applicable securities laws.
6. This
Agreement may be executed in counterparts, each of which shall be deemed an
original and all of which, taken together, shall constitute one and the same
instrument, which may be sufficiently evidenced by one counterpart.
7. In
the event of any dispute arising out of the provisions of this Agreement, the
parties hereto consent and submit to the exclusive jurisdiction of the Federal
and State Courts in the State of New York.
8. Any
party hereto may terminate his obligations under this Agreement at any time on
24 hours’ written notice to all other parties, with a copy by fax to Xxxxxx
Xxxxxxx at Xxxxxx, Fax No. (000) 000-0000.
9. Each
party acknowledges that Xxxxxx shall act as counsel for both the Group and
WCM.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as
of the day and year first above written.
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WATTLES
CAPITAL MANAGEMENT, LLC
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By:
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/s/
Xxxx X. Xxxxxxx
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Name:
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Xxxx
X. Xxxxxxx
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Title:
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President
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HKW
TRUST
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By:
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/s/
Xxxx X. Xxxxxxx
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Name:
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Xxxx
X. Xxxxxxx
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Title:
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Trustee
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/s/
Xxxx X. Xxxxxxx
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Xxxx
X. Xxxxxxx
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/s/
Xxxxx X. Xxxxxx
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Xxxxx
X. Xxxxxx
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/s/
Xxxxxxx Xxxxx
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Xxxxxxx
Xxxxx
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/s/
Xxx X. Xxxxxxxxx
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Xxx
X. Xxxxxxxxx
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/s/
Xxxxxxx Xxxxxxx
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Xxxxxxx
Xxxxxxx
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/s/
Xxxxxxxxx X. Xxxx
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Xxxxxxxxx
X. Xxxx
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