STOCK PURCHASE AND SALE AGREEMENT dated as of July 17, 1997
between the Times Mirror Company ("Seller") and ("Buyer").
1. Subject to the terms and conditions hereof, on the Closing
Date (as defined below), Seller hereby agrees to sell, transfer and assign
to Buyer, without recourse, representation or warranty of any kind except
as set forth herein, and Buyer hereby agrees to purchase from Seller,
shares of Common Stock, par value $.50 (the "Shares"), of Tejon
Ranch Company (the "Company") for $13.50 per share, for an aggregate amount
of $ (the "Purchase Price").
2. The purchase and sale of the Shares will take place on July
22, 1997 or such later date as the parties hereto shall mutually agree (the
"Closing Date") and on the Closing Date X. X. Xxxxxx Securities Inc. will
deliver the Shares, to Buyer, together with a duly executed stock power,
against payment of the Purchase Price in immediately available funds to
Seller's account number at Bank of America, ABA number 000000000,
reference: Tejon Ranch.
3. Seller hereby represents and warrants as of the date hereof
and as of the Closing Date that: (a) neither Seller nor anyone acting on
its behalf has offered the Shares or any part thereof by means of any
general solicitation or general advertising and neither Seller nor anyone
acting on its behalf has taken any action which would subject the sale of
the Shares to Buyer to the registration provisions of Section 5 of the
Securities Act of 1933, as amended (the "Act"); (b) Seller is the
beneficial owner of the Shares with good title thereto free and clear of
any liens, claims, options or other encumbrances; and (c) Seller has full
power, authority and legal right to sell the Shares.
4. As of the date hereof and as of the Closing Date, Buyer
hereby (a) acknowledges that the Seller is an Affiliate (as that term is
defined under the Act) of the Company and that the Shares have not been
registered under the Act or Blue Sky laws of any jurisdiction and agrees
that it is acquiring the Shares for its own account and not with a view to
sale or distribution in violation of applicable securities laws and that
the Company will issue appropriate instructions to its transfer agent
regarding compliance with the Act in connection with any future transfers
of the Shares; (b) confirms that Buyer has independently and without
reliance on Seller, other than reliance upon the representations,
warranties and covenants of Seller made herein, made its own analysis and
decision to enter into this Agreement and to purchase the Shares; and (c)
represents and warrants that (i) it is an accredited investor (as that term
is defined under the Act); (ii) in the normal course of its business it
invests in securities and is familiar with the terms of securities with
characteristics similar to the Shares and by reason of its business and
financial experience, possesses such knowledge, sophistication and
experience in business and financial matters so as to be capable of
evaluating the risks and merits of an investment in the Shares; and (iii)
on the Closing Date, after giving effect to the purchase contemplated
hereby, the Shares will not constitute an asset of an employee benefit plan
subject to the prohibited transaction rules in Section 406 of the ERISA.
Buyer also hereby represents and warrants as of the date hereof and as of
the Closing Date that, based on the information about the Company's
business contained in its Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, there are no governmental consents or filings
required in connection with its purchase of the Shares.
5. Each party hereto shall execute and deliver all further
documents or instruments reasonably requested by the other party in order
to effect the intent and purposes of this Agreement and obtain the full
benefit of this Agreement. To the extent that Seller shall receive any
dividend or other distribution, in any such case with respect to the Shares
that are the subject of this Agreement, from the Company after the Closing
Date, Seller shall promptly forward such dividend or other distribution to
Buyer in accordance with instructions delivered to Seller by Buyer.
6. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE
CONFLICTS OF LAWS PROVISIONS THEREOF AND SHALL BE BINDING UPON AND INURE TO
THE BENEFIT OF BUYER AND SELLER AND THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS.
7. This Agreement constitutes the complete agreement of the
parties with respect to the subject matter hereof, and supersedes all prior
communications and agreements of the parties with respect thereto, all of
which have become merged and integrated into this Agreement. This
Agreement cannot be amended, modified or waived, except by a writing
executed by each of the parties hereof. Nothing herein shall affect or in
any way supersede the July 11, 1997 confidentiality letter agreement
between the Buyer and X.X. Xxxxxx Securities, Inc., as agent for Tejon
Ranch Company, which letter agreement shall remain in full force and effect
and shall survive the closing of this Agreement.
8. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original but which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed as of the date first above written.
THE TIMES MIRROR COMPANY
By:_____________________________
Name: Xxxxxx X. Xxxxxx
Title: Vice President and Treasurer
[BUYER]
By:_____________________________
Name:
Title:
