EXHIBIT 1
AGREEMENT
THIS AGREEMENT ("Agreement") is made and entered into this 12th day of
June, 1996, between Xxxx Distribution, Inc., an Indiana corporation ("Xxxx"),
LDI, Ltd., an Indiana limited partnership ("LDI"), LDI Management, Inc., an
Indiana corporation ("LDIM"), and Xxxxx X Xxxx.
W I T N E S S E T H
WHEREAS, Xxxx and LDI have entered into a Stock Purchase Agreement (the
"Purchase Agreement") with Maxco, Inc., a Michigan corporation ("Seller"),
whereby Xxxx has agreed to purchase, and Seller has agreed to sell, subject to
the satisfaction of certain conditions, terms and provisions, Four Million Forty
Five Thousand (4,045,000) shares of common stock, no par value (the "Shares"),
of FinishMaster, Inc., a Michigan corporation ("Issuer"), owned by Seller.
WHEREAS, the Shares, which represent Seller's total ownership of Issuer,
constitute approximately 67.4% of the total issued and outstanding shares of
common stock of Issuer.
WHEREAS, Xxxx is a wholly-owned subsidiary of LDI.
WHEREAS, LDI has two general partners: (i) LDIM, which serves as the
managing general partner, and (ii) Xxxxx X. Xxxx.
NOW, THEREFORE, in consideration of their mutual promises contained herein,
and intending to be legally bound, Xxxx, LDI, LDIM and Xxxxx X. Xxxx agree as
follows:
1. Pursuant to Rule 13d-1 under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), Xxxx, LDI, LDIM and Xxxxx X. Xxxx agree to
jointly prepare and file a Schedule 13D with the Securities Exchange
Commission ("SEC") and the New York Stock Exchange, and to deliver a copy
of such Schedule 13D to the Issuer.
2. Xxxx hereby represents and warrants to LDI, LDIM and Xxxxx X. Xxxx
that the information provided in the Schedule 13D concerning Xxxx is
complete and accurate to the best knowledge of Xxxx.
3. LDI hereby represents and warrants to Xxxx, LDIM and Xxxxx X. Xxxx
that the information provided in the Schedule 13D concerning LDI is
complete and accurate to the best knowledge of LDI.
4. LDIM hereby represents and warrants to Xxxx, LDI and Xxxxx X. Xxxx
that the information provided in the Schedule 13D concerning LDIM is
complete and accurate to the best knowledge of LDIM.
5. Xxxxx X. Xxxx hereby represents and warrants to Xxxx, LDI and LDIM
that the information provided in the Schedule 13D concerning Xxxxx X. Xxxx
is complete and accurate to the best knowledge of Xxxxx X. Xxxx.
6. Xxxx, LDI, LDIM and Xxxxx X. Xxxx agree to file jointly any and all
amendments to the Schedule 13D required by the Exchange Act, and the rules
and regulations thereunder.
EXECUTED and ENTERED as of the date first written above.
XXXX DISTRIBUTION, INC.
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
Title: Chairman, President & CEO
LDI, LTD.
By: LDI MANAGEMENT, INC., as managing
general partner
By: /s/ Xxxxx X. Xxxx
---------------------------
Name: Xxxxx X. Xxxx
Title: Chairman, President & CEO
LDI MANAGEMENT, INC.
By: /s/ Xxxxx X. Xxxx
---------------------------
Name: Xxxxx X. Xxxx
Title: Chairman, President & CEO
/s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
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