EXHIBIT 10(a)(2)
STOCK REDEMPTION AGREEMENT
This Stock Redemption Agreement is entered into by and among Universal
Forest Products, Inc., a Michigan corporation, with headquarters at 0000 Xxxx
Xxxxxxxx, X.X., Xxxxx Xxxxxx, Xxxxxxxx 00000 (the "Corporation"); Xxxxx X.
Xxxxxxx, individually ("PFS"); Xxxxx X. Xxxxxxx Trust u/a/d August 27, 1990, as
amended (the "PFS Trust"); the Secchia Family Limited Partnership ("SFLP");
SIBSCO, L.L.C., a Michigan limited liability company ("SIBSCO"); and the Secchia
Family Foundation (the "Foundation").
RECITALS
A. The PFS Trust; SFLP; SIBSCO; the Foundation; the Xxxx X. Xxxxxxx
Trust u/a/d December 23, 1991, as amended (the "MWS Trust"); the Xxxxxxxxx X.
Xxxxxxx Trust u/a/d December 23, 1991, as amended (the "SRS Trust"); the Xxxxxxx
X. Xxxxxxx Trust u/a/d December 23, 1991, as amended (the "CNS Trust"); the
Xxxxxx X. Xxxxxxx Trust u/a/d December 23, 1991, as amended (the "SVS Trust");
The Piffuskids Christmas Trust for Grandma u/a/d December 23, 1987 ("Grandma's
Trust"); the Fifth Third Securities Corporation, XXX Custodian for the benefit
of Xxxxx X. Xxxxxxx (the "PFS-XXX"); Xxxx X. Xxxxxxx, individually; Xxxxxxxxx X.
Xxxxxxx; individually; Xxxxxxx X. Xxxxxxx, individually; and Xxxxxx Xxxxxxx
Xxxxxxxx, individually (collectively, the "Shareholders") each own shares of the
common stock, no par value, of the Corporation ("Common Stock").
B. The Shareholders desire to have some of their shares of Common
Stock redeemed by the Corporation on the terms and conditions hereinafter set
forth.
C. The Corporation desires to redeem from one or more of the
Shareholders 2,000,000 shares of Common Stock owned by the Shareholders on the
terms and conditions hereinafter set forth.
In consideration of the above recitals and of the mutual covenants and
agreements herein contained, the parties mutually agree as follows:
1. REDEMPTION. Subject to the terms and conditions of this Agreement,
on January 2, 2002 (the "Redemption Date"), one or more of the Shareholders,
collectively, shall sell and transfer to the Corporation, and the Corporation
shall redeem from one or more of the Shareholders, 2,000,000 shares of Common
Stock owned by the Shareholders. The number of shares to be sold by each
Shareholder on the Redemption Date shall be determined by the Shareholders and
provided to the Corporation in a writing signed by all of the Shareholders on or
prior to January 2, 2002, in the form attached as Exhibit A.
2. CALCULATION AND PAYMENT OF REDEMPTION PRICE. On the Redemption Date,
the Corporation shall pay to each Shareholder, in immediately available funds,
the "Per Share Price" multiplied by the number of shares redeemed by the
Corporation from that Shareholder on the Redemption Date. The "Per Share Price"
shall mean Eighteen Dollars ($18.00) per Share. The aggregate amount payable to
each Shareholder is referred to as the "Applicable Redemption Price."
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3. TRANSFER OF OWNERSHIP OF SHARES. On or before the Redemption Date,
each Shareholder selling shares hereunder shall deliver to the Corporation, at
its address set forth in paragraph 12 hereof, the original stock certificate(s)
representing the redeemed shares, duly endorsed in blank by that Shareholder, or
accompanied by blank stock powers, in the manner required by the Corporation's
transfer agent. Each Shareholder shall deliver such other documents and
instruments reasonably required by the Corporation or its transfer agent to
transfer the redeemed shares to the Corporation.
If any certificates evidencing shares of Common Stock are lost, stolen
or destroyed, the Shareholder entitled to payment with respect to such Common
Stock shall make and deliver an affidavit of lost certificate in form and
substance acceptable to the Corporation and its transfer agent, and deliver such
affidavit in lieu of the original stock certificate required above. In such
event, the Corporation may, in its discretion and as a condition precedent to
payment of the Applicable Redemption Price with respect thereto, require the
Shareholder to indemnify the Corporation against any claim that may be made
against it with respect to the lost, stolen or destroyed certificates(s) and to
pay any required indemnity bond, as may be required by the transfer agent.
4. ADJUSTMENTS. If, between the date of this Agreement and the
Redemption Date, the outstanding shares of Common Stock changes into a different
number of shares or a different class of shares by reason of any stock split,
split-up, reclassification, recapitalization, merger, consolidation,
combination, exchange of shares, stock dividend or dividend payable in other
securities, or any similar event has occurred, and the record date for such
change is within that time period, the number of shares to be redeemed from each
Shareholder pursuant to this Agreement and the Applicable Redemption Price shall
be appropriately adjusted to provide to the holders thereof the same economic
effect as contemplated by this Agreement prior to such event.
5. REPRESENTATIONS OF THE SHAREHOLDERS AT CLOSING. By executing and
delivering the form attached hereto as Exhibit A, each Shareholder severally
represents and warrants with respect to himself, herself or itself as follows,
and covenants that the same shall be true as of the Redemption Date with respect
to the shares of Common Stock to be redeemed on the Redemption Date:
(a) the Shareholder is the legal and beneficial owner of all
of the shares of Common Stock to be sold and transferred by the
Shareholder hereunder, free and clear of any and all liens,
encumbrances and other charges;
(b) the Shareholder has good and marketable title to the
shares of Common Stock to be sold and transferred by the Shareholder
hereunder, and has full right to sell and transfer such shares to the
Corporation;
(c) the Shareholder is not a party to any agreement, written
or oral, creating rights in respect of any of the shares of Common
Stock to be sold and delivered by the Shareholder hereunder;
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(d) there are no existing warrants, options, stock purchase
agreements, or restrictions of any nature relating to the shares of
Common Stock to be sold and delivered by the Shareholder hereunder, and
the Shareholder's performance hereunder will not conflict with or
violate any agreement to which the Shareholder is a party or by which
the Shareholder is bound; and
(e) this Agreement is a binding obligation of the Shareholder,
enforceable against the Shareholder in accordance with its terms.
6. REPRESENTATIONS OF THE CORPORATION. The Corporation
represents, warrants and covenants that:
(a) its execution and delivery of this Agreement has been duly
authorized by requisite corporate action;
(b) the execution and delivery of this Agreement and
performance of its obligations hereunder do not violate section 345 of
the Michigan Business Corporation Act;
(c) it has obtained all consents, authorizations and waivers
required to be obtained by it in order to execute and deliver this
Agreement and perform its obligations hereunder, and it will timely
make all filings and registrations that are required by law or contract
to be made in connection herewith;
(d) this Agreement is a binding obligation of the Corporation,
enforceable against it in accordance with its terms.
7. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All
representations and warranties made hereunder shall survive the delivery of the
shares redeemed hereunder.
8. CONDITIONS PRECEDENT TO CORPORATION'S OBLIGATIONS. It shall
be a condition precedent to the Corporation's obligations hereunder with respect
to any Shareholder that:
(a) the representations and warranties made by such
Shareholder herein shall be true and correct on the Redemption Date as
if made on and as of that date, and the tender of shares by such
Shareholder on the Redemption Date shall be deemed an affirmation
thereof; and
(b) on the Redemption Date, the Corporation shall not be in
default, nor shall its performance of the transactions contemplated
hereby cause a default, under any of the Corporation's loan documents
or credit facilities.
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9. CONDITIONS PRECEDENT TO SHAREHOLDERS' OBLIGATIONS. It shall
be a condition precedent to each Shareholder's obligation hereunder that:
(a) the representations and warranties made by the Corporation
herein shall be true and correct on the Redemption Date as if made on
and as of that date, and the tender of the Applicable Redemption Price
by the Corporation on the Redemption Date shall be deemed an
affirmation thereof.
10. CONTINUING RIGHTS OF SHAREHOLDERS. Nothing in this Agreement
shall affect any Shareholder's rights with respect to shares of Common Stock not
yet redeemed hereunder, or any other shares of Common Stock owned, now or in the
future, by such Shareholder, and each Shareholder shall continue to possess and
have the right to exercise all rights of ownership with respect to such shares
until redeemed pursuant hereto.
11. FURTHER ASSURANCES. Each party shall take whatever further
action may become necessary or appropriate to carry out the intent and
accomplish the purposes of this Agreement.
12. NOTICES. All demands and notices given hereunder will be sent
by personal delivery or overnight express with a nationally recognized courier,
addressed to the respective parties at the addresses set forth below, or to such
other address for a party as that party may hereafter designate in writing to
the other parties in the same manner:
If to the Corporation: Universal Forest Products, Inc.
Attention: Xxxxxxx X. Xxxxxx
0000 Xxxx Xxxxxxxx, XX
Xxxxx Xxxxxx, Xxxxxxxx 00000
If to any Shareholder: c/o Xxxxx X. Xxxxxxx
0000 Xxxxxxx, XX
Xxxxx Xxxxxx, Xxxxxxxx 00000
With a copy to:
Xxxxxxx X. Xxxxxx
Mika, Meyers, Xxxxxxx & Xxxxx, PLC
000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxxx 00000
13. BINDING EFFECT; ASSIGNABILITY. This Agreement shall be
binding upon and inure to the benefit of the respective parties hereto, their
legal representatives, successors, and assigns. This Agreement may not be
assigned by any of the Shareholders or the Corporation.
14. REDEMPTION DATE. If the Redemption Date is not a Business
Day, then the Redemption Date shall be the first Business Day following the
scheduled Redemption Date. "Business Day" means any day on which banks are not
required or authorized to close in the City of Grand Rapids, Michigan.
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15. ENTIRE AGREEMENT. This Agreement may be amended only by a
writing signed by each party affected thereby, expressly referring to this
Agreement and stating that it is intended to amend this Agreement.
16. NON-WAIVER. No delay or failure by any party to exercise any
right under this Agreement, and no partial or single exercise of that right,
will constitute a waiver of that or any other right, unless otherwise expressly
provided herein.
17. HEADINGS. Headings in this Agreement are for convenience only
and will not be used to interpret or construe is provisions.
18. GOVERNING LAW. This Agreement will be construed in accordance
with and governed by the laws of the State of Michigan.
19. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which will be deemed an original but all of which together
will be one and the same instrument.
20. JOINT AND SEVERAL OBLIGATIONS. The mutual obligations of the
Corporation and each Shareholder are included in one agreement for convenience
only, and such obligations relating to one Shareholder shall not be affected by
any change, circumstance or determination regarding such obligations relating to
another Shareholder. The obligations of each Shareholder hereunder are not joint
obligations, but are several obligations only.
21. THIRD PARTY BENEFICIARIES. The parties hereto intend that the
Shareholders who are not named parties to this agreement shall be third-party
beneficiaries of this agreement, and shall have the right to enforce this
agreement as if named parties hereto, subject to performance of the obligations
imposed on Shareholders hereunder.
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IN WITNESS WHEREOF, the parties have signed this Agreement this 3rd day
of December, 2001.
UNIVERSAL FOREST PRODUCTS, INC.
By /s/ Xxxxxxx X. Xxxxx
------------------------------------------------
Xxxxxxx X. Xxxxx, its President
/s/ Xxxxx X. Xxxxxxx
--------------------------------------------------
Xxxxx X. Xxxxxxx, individually
XXXXX X. XXXXXXX TRUST, U/A/D
AUGUST 27, 1990, AS AMENDED
By /s/ Xxxxx X. Xxxxxxx
-----------------------------------------------
Xxxxx X. Xxxxxxx, its Trustee
SECCHIA FAMILY LIMITED
PARTNERSHIP
By /s/ Xxxxx X. Xxxxxxx
-----------------------------------------------
Xxxxx X. Xxxxxxx, Trustee of the Xxxxx X.
Xxxxxxx Trust, u/a/d August 27, 1990, as
amended, its Managing Partner
SIBSCO, L.L.C.
By /s/ Xxxxx X. Xxxxxxx
-----------------------------------------------
Xxxxx X. Xxxxxxx, its Managing Member
SECCHIA FAMILY FOUNDATION
By /s/ Xxxxx X. Xxxxxxx
-----------------------------------------------
Xxxxx X. Xxxxxxx, its President
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EXHIBIT A
TO STOCK REDEMPTION AGREEMENT
Universal Forest Products, Inc.
0000 Xxxx Xxxxxxxx, XX
Xxxxx Xxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxx
Re: Exercise Notice
Pursuant to the terms of that certain Stock Redemption Agreement, dated
December 3rd, 2001, between Universal Forest Products, Inc. and the undersigned
Shareholders (the "Agreement"), the number of shares to be redeemed from each
Shareholder is as follows:
PFS shares
------------------
PFS Trust 800,000 shares
------------------
SFLP 560,410 shares
------------------
SIBSCO 100,000 shares
------------------
Foundation 400,000 shares
------------------
MWS Trust 40,000 shares
------------------
SRS Trust 20,000 shares
------------------
CNS Trust 40,000 shares
------------------
SVS Trust 28,000 shares
------------------
Grandma's Trust shares
------------------
PFS-XXX 11,590 shares
------------------
Xxxx X. Xxxxxxx shares
------------------
Xxxxxxxxx X. Xxxxxxx shares
------------------
Xxxxxxx X. Xxxxxxx shares
------------------
Xxxxxx Xxxxxxx Xxxxxxxx shares
------------------
TOTAL 2,000,000 shares
Each capitalized term used herein and not otherwise defined shall have
the meaning ascribed to it in the Agreement.
This Notice may be executed in two or more counterparts, each of which
will be deemed an original but all of which together will be one and the same
instrument.
(Signatures on following two pages)
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Dated as of: January 2, 2002
/s/ Xxxxx X. Xxxxxxx
---------------------------------------------
Xxxxx X. Xxxxxxx, individually
XXXXX X. XXXXXXX TRUST, U/A/D
AUGUST 27, 1990, AS AMENDED
By /s/ Xxxxx X. Xxxxxxx
------------------------------------------
Xxxxx X. Xxxxxxx, its Trustee
SECCHIA FAMILY LIMITED
PARTNERSHIP
By /s/ Xxxxx X. Xxxxxxx
------------------------------------------
Xxxxx X. Xxxxxxx, Trustee of the Xxxxx X.
Xxxxxxx Trust, u/a/d August 27, 1990, as
amended, its Managing Partner
SIBSCO, L.L.C.
By /s/ Xxxxx X. Xxxxxxx
------------------------------------------
Xxxxx X. Xxxxxxx, its Managing Member
SECCHIA FAMILY FOUNDATION
By /s/ Xxxxx X. Xxxxxxx
------------------------------------------
Xxxxx X. Xxxxxxx, its President
/s/ Xxxx X. Xxxxx
---------------------------------------------
Xxxx X. Xxxxx, Trustee of the Xxxx X.
Xxxxxxx Trust u/a/d December 23, 1991, as
amended, and the Xxxxxxxxx X. Xxxxxxx
Trust u/a/d December 23, 1991, as amended,
and the Xxxxxxx X. Xxxxxxx Trust u/a/d
December 23, 1991, as amended, and the
Xxxxxx X. Xxxxxxx Trust u/a/d December 23,
1991, as amended
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THE PIFFUSKIDS CHRISTMAS TRUST
FOR GRANDMA u/a/d December 23, 1987
By
------------------------------------------
Xxxxxxx Xxxx Xxxxxxx, Trustee
PFS - XXX
By /s/ L. L. Xxxxxx
-------------------------------------------
Its
--------------------------------
/s/ Xxxx X. Xxxxxxx
---------------------------------------------
Xxxx X. Xxxxxxx, individually
/s/ Xxxxxxxxx X. Xxxxxxx
---------------------------------------------
Xxxxxxxxx X. Xxxxxxx, individually
/s/ Xxxxxxx X. Xxxxxxx
---------------------------------------------
Xxxxxxx X. Xxxxxxx, individually
/s/ Xxxxxx Xxxxxxx Xxxxxxxx
---------------------------------------------
Xxxxxx Xxxxxxx Xxxxxxxx, individually
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