EXHIBIT 1
XXXX XXXXXXX, P.C.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
As of January 2, 1997
New York Life Insurance Company
00 Xxxxxxx Xxxxxx - Xxxx 000
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx X. Xxxxxxx,
Assistant Vice President.
Re: The Xxxxx Company
Gentlemen:
This letter will confirm the agreement reached
between New York Life Insurance Company ("NYL") and New York Life Insurance and
Annuity Corporation ("NYLAC") (sometimes collectively the "Sellers") and Xx.
Xxxxxx X. Xxxxxxx ("Kanders") through his representative, Xx. Xxxxxx Xxxxxxxx,
with respect to the purchase by Kanders, either directly or through a company to
be formed, and the purchasers set forth on Exhibit I hereto (collectively, the
"Purchasers") of that number of shares set forth opposite each Purchaser's name
on Exhibit I of in an aggregate amount of 45,077.93 shares of preferred stock
("Preferred Stock") of The Xxxxx Company ("Xxxxx") and 331,542 shares of common
stock ("Common Stock") of Xxxxx owned collectively by Sellers (collectively, the
"Stock").
On the Closing Date (as hereinafter defined),
Purchasers shall purchase from Sellers and Sellers shall sell to Purchasers, the
Stock free and clear of all liens, claims, encumbrances, security interests and
rights of third parties, except as set forth in Xxxxx'x Certificate of
Incorporation, as amended, through April 24, 1996 and that certain Settlement
Agreement with various parties, including Sellers, dated April 13, 1995, and
Sellers shall convey good and
marketable title thereto to Purchasers for the purchase price and subject to the
terms and conditions set forth herein.
The aggregate purchase price for the Stock is
$943,044.30. The purchase price for the Stock shall be paid at Closing by wire
transfer of immediately available funds payable to the order or account of
Sellers in equal shares.
Purchasers' obligations to purchase the Stock is
subject to and conditional upon (x) Sellers delivering at Closing certificates
evidencing the Stock, together with stock powers duly executed by an authorized
officer of Sellers, with medallion signature guarantees, and all necessary
transfer stamps affixed, free and clear of all legends and restrictions under
the various Federal and state securities laws or otherwise; and (y) the
contemporaneous closing of the sale by MD Co. of 2,651 shares of Xxxxx Preferred
Stock and 19,502 shares of Xxxxx Common Stock to Purchasers.
Sellers represent and warrant to Purchasers that:
(a)
this letter agreement and the transactions contemplated hereby
have been duly authorized by all corporate or other actions
necessary to have been taken by Sellers and all necessary
consents and approvals thereto have been obtained; and
(b)
this letter agreement and the transactions contemplated hereby
do not violate (x) any agreement, lease, indenture or other
instrument or understanding to which either Seller is a party
or to which its Stock is subject or (y) any law, rule,
regulation, judgment or order to which Sellers or the Stock
are subject.
The closing ("Closing") shall occur
contemporaneously with the execution of this letter agreement by all parties
hereto and the satisfaction of the conditions to Closing set forth above
("Closing Date").
Seller shall, without further consideration,
execute and deliver to Purchasers such other documents and take such other
actions as Purchasers may reasonably request to carry out the transactions
contemplated by this Agreement and to vest more fully the Stock and the
certificates representing the Stock in the name of Purchasers. In furtherance of
the preceding sentence, Seller shall deliver or cause the delivery to Xxxxx
and/or its transfer agent of any and all certificates, resolutions, direction
letters and other
documentation which may be required by such transfer agent or Xxxxx in order to
issue unlegended certificates representing the Stock in the name of Purchasers.
If this letter accurately reflects your mutual
understanding and agreement, kindly sign in the space provided and return it to
the undersigned.
Should you have any questions or comments, please
call me immediately upon receipt of this letter.
Very truly yours,
JST:mi /S/ Xxxxxxx X. Xxxxxxx
ACCEPTED and AGREED:
New York Life Insurance Company:
By: /S/ Xxxx Xxxxxxx
--------------------------------
New York Life Insurance and
Annuity Corporation:
By: /S/ Xxxxxxxx Xxxxxxxxx
--------------------------------
/S/ Xxxxxx X. Xxxxxxx
--------------------------------
Xxxxxx X. Xxxxxxx, individually
and on behalf of the Purchasers
set forth on Exhibit I.
EXHIBIT I
Number of Number of Aggregate
Shares of Shares of Purchase
Purchaser Preferred Common Stock Price
--------- --------- ------------ ----------
Xxxxxx X. Xxxxxxx 22,538 154,772 191,044.30
Mercury Bank (Geneva) 9,016 66,308 300,000.00
Xxxxx X. Xxxxxxx 9,016 66,308 300,000.00
Xxxx Xxxxxxxxxx 4,508 33,154 150,000.00
Xxxxxx Xxxxxxxx --- 11,000 2,000.00
------- ------- ----------
Total 45,078 331,542 943,044.30
