EXHIBIT 1
Xxxxxxx X. Xxxx
0000 Xxxxx Xxxxxxxx Xxxxxx - Xxxxx 000
Xxxxxx Xxxxx, Xxxxxxx 00000
August 12, 2002
Xxxxxx X. XxXxxxxxxx, Xx., on behalf of the
Reporting Persons listed on Schedule A hereto (the "Reporting Persons")
c/o Loeb Partners Corporation
00 Xxxxxxxx
Xxx Xxxx, XX 00000
Re: Support and Exchange Agreement
Ladies and Gentlemen:
The Levy Group (as described in Amendment No. 3 to Schedule 13D filed
by Xxxxxxx X. Xxxx and Xxxxx X. Xxxx on June 27, 2002) proposes to amend its May
22, 2002 proposal to purchase the shares of Common Stock of Oriole Homes
Corporation (the "Company") that it does not already own by increasing the cash
purchase price to $4.90 per share, subject to execution of this letter agreement
by the Reporting Persons. Upon our receipt of a copy of this letter signed by
the Reporting Persons, we will submit our revised proposal to the Special
Committee of the Company's Board of Directors which will provide for a merger of
the Company with Levy Acquisition Co., a corporation which has been formed by
the Levy Group and will be capitalized with all of the shares of the Company's
Common Stock beneficially owned by the members of the Levy Group, all in
accordance with the terms of an Agreement and Plan of Merger in the form
enclosed herewith (the "Merger Agreement").
The obligations of the Levy Group to cause Levy Acquisition Co. to
enter into the Merger Agreement will be subject to:
X the execution and delivery of a Support and Exchange Agreement
in the form enclosed herewith by each of the Reporting Persons
upon the execution and delivery of the Merger Agreement;
X the issuance and delivery, on or before September 16, 2002, to
the Special Committee and the Board of Directors of the
Company of an opinion of vFinance, Inc., in form and content
customary for going private transactions, to the effect that
the cash merger consideration to be received by the
shareholders of the Company other than the Levy Group is fair
to such stockholders from a financial point of view;
X a vote of the Special Committee and of the Board of Directors
of the Company on or before September 16, 2002 approving the
Merger Agreement and recommending that the shareholders vote
in favor of the transaction at a meeting called for that
purpose; and
X the execution and delivery of the Merger Agreement by the
Company on or before September 16, 2002.
By signing below, you confirm your agreement with us that, if the
Merger Agreement and the related Joinder and Acceptance are executed and
delivered on or prior to September 16, 2002 in accordance with the above, you
will contemporaneously cause to be delivered to the Company the Support and
Exchange Agreement in the form enclosed herewith. Your signature also confirms
our understanding that in proceeding to amend its proposal to the Company, the
Levy Group is acting in reliance on your commitment to support the amended
proposal and, as such, your commitment is both binding and irrevocable.
Very truly yours,
/s/ Xxxxxxx Xxxx
Xxxxxxx Xxxx
Agreement Confirmed on
August 12, 2002
/s/ Xxxxxx X. XxXxxxxxxx, Xx.
Xxxxxx X. XxXxxxxxxx, Xx.
XXXXXXXXXX FAMILY FUND
By: /s/ Xxxxxx X. XxXxxxxxxx, Xx.
Name: Xxxxxx X. XxXxxxxxxx, Xx.
Title: General Partner
XXXXXX X. XXXXXXX, XXXXX X. XXXX, XXXXXX X.
XXXXXXXXXX, XX. AS TRUSTEES FOR LOEB XXXXXX
HORNBLOWER PROFIT SHARING TRADING FOR
ACCOUNT OF XXXXXX X. XXXXXXXXXX, XX.
By: /s/ Xxxxxx X. XxXxxxxxxx, Xx.
Name: Xxxxxx X. XxXxxxxxxx, Xx.
Title: Trustee
/s/ Xxxxxx Xxxxxx
Xxxxxx Xxxxxx
/s/ Xxxxxx X. Xxxx
Xxxxxx X. Xxxx
XXXX ARBITRAGE MANAGEMENT, INC.
By: /s/ Xxxxxx X. Xxx
Name: Xxxxxx X. Xxx
Title: President
LOEB ARBITRAGE FUND
By: Loeb Arbitrage Management, Inc.,
General Partner
By: /s/ Xxxxxx X. Xxx
Name: Xxxxxx X. Xxx
Title: President
LOEB PARTNERS CORPORATION
By: /s/ Xxxxxx X. Xxx
Name: Xxxxxx X. Xxx
Title: Executive Vice President
SCHEDULE A
Number of Class A Shares Number of Class B Shares
Name & Address of Shareholder Beneficially Owned Beneficially Owned
Xxxxxx X. XxXxxxxxxx, Xx. 137,700 672,400
00 Xxxxxxxx
Xxx Xxxx, XX 00000
XxXxxxxxx Family Fund 12,500 34,900
00 Xxxxxxxx
Xxx Xxxx, XX 00000
Loeb Partners Corporation 600 25,395
00 Xxxxxxxx
Xxx Xxxx, XX 00000
Loeb Arbitrage Fund 8,600 194,305
00 Xxxxxxxx
Xxx Xxxx, XX 00000
Loeb Arbitrage Management, Inc. ---- ----
00 Xxxxxxxx
Xxx Xxxx, XX 00000
Xxxxxx X. Xxxx 500 19,600
00 Xxxxxxxx
Xxx Xxxx, XX 00000
Xxxxxx Xxxxxx 400 28,500
00 Xxxxxxxx
Xxx Xxxx, XX 00000
TOTAL 160,300 975,100
