EXHIBIT 6
CONFIDENTIALITY AGREEMENT
August 11, 1998
MILLBROOK CAPITAL MANAGEMENT
000 Xxxx 00xx Xxxxxx
00xx Xxxxx
XX, XX 00000
ATTENTION: XXXX XXXXXXXXXX
PRESIDENT
Confidentiality Agreement
Ladies and Gentlemen:
In connection with your consideration of the possible strategic transaction
with, investment in or purchase of, Valley Forge Corporation (the "Company"), by
way of merger, a sale of assets or stock or otherwise (a "Transaction"), you
have requested information about the Company, including nonpublic information
and trade secrets. As a condition to your being furnished with such
information, you agree to treat any information that is furnished to you
concerning the Company or is derived therefrom by or for you (collectively, the
"Evaluation Materials"), in accordance with the provisions of this letter. The
term "Evaluation Materials" does not include information which (i) was or
becomes generally available to the public other than as a result of a disclosure
by you or your directors, officers, employees, agents or advisors (collectively,
the "Representatives"), (ii) was or becomes available to you on a
non-confidential basis from a source other than the Company, or its advisors,
provided that such source is not known to you to be bound by a confidentiality
agreement with the Company, or (iii) was within your possession prior to its
being furnished to you by or on behalf of the Company.
You hereby agree that the Evaluation Materials will be used solely for the
purpose of evaluating a possible transaction between the Company and you, and
that such information will be kept confidential by you and your Representatives;
provided, however, that (i) any of such information may be disclosed to your
Representatives who need to know such information for the purpose of evaluating
any such possible transaction between the Company and you (it being understood
that such Representatives shall be informed by you of the confidential nature of
such information and shall be directed by you to treat such information
confidentially), and (ii) any disclosure of such information may be made with
the prior written consent of the Chief Executive Officer of the Company. You
agree to be responsible for enforcing the terms of this Agreement with respect
to your Representatives.
In addition, without the prior written consent of the Company, you will not, and
will direct such Representatives not to, disclose to any person the fact that
the Evaluation Materials have been made available to you, that discussions or
negotiations are taking place (or have taken place) concerning a possible
Transaction between the Company and you, or any of the terms, conditions or
other facts with
respect to any such possible Transaction, including the status thereof, except
as required by law and then only with proper written notice as soon as possible
to the Chief Executive Officer of the Company (which notice shall be prior to
such disclosure). The term "person" as used in this Agreement shall be broadly
interpreted to include without limitation any corporation, company, group,
partnership or individual.
Until the earliest of (i) the consummation by you of a Transaction, (ii) the
acquisition of the Company by a third party, or (iii) two years from the date of
this Agreement, you agree not to initiate or maintain contact with any officer,
director or employee of the Company regarding the business, operations,
prospects or finances of the Company or the solicitation of employment or
employment of any such officer, director or employee, except with the express
prior written permission of this Company. Unless otherwise agreed to by the
Chief Executive Officers of the Company in writing, all (i) communications
regarding any possible Transaction, (ii) requests for additional information,
(iii) requests for facility tours or management meetings, and (iv) discussions
or questions regarding procedures, will be submitted or directed to CIBC
Xxxxxxxxxxx Corp., the Company's investment banking firm.
In consideration of your being furnished the Evaluation Materials and in view of
the fact that the Evaluation Materials consist and will consist of confidential,
non-public and proprietary information, you agree that for a period of two years
from the date of this Agreement, that, without the prior consent of the Board of
Directors of the Company confirmed in writing from the Company's Chief Executive
Officer, none of you, your Representatives or any of your or their affiliates
will: (i) purchase, offer or agree to purchase, or announce an intention to
purchase, directly or indirectly, any securities or assets of the Company or any
subsidiary or rights or options to acquire the same; (ii) make, or in any way
participate, directly or indirectly, in any "solicitation" of "proxies" to vote
or "consents" (as such terms are used in the rules and regulations of the
Securities and Exchange Commission), or seek to advise or influence any person
with respect to the voting of any voting securities of the Company; (iii)
initiate or support, directly or indirectly, any stockholder proposal with
respect to the Company; (iv) directly or indirectly make any public statements
and/or announcement with respect to, or submit a proposal for, or offer of (with
or without conditions) any extraordinary transaction involving the Company or
its securities or assets or any subsidiary thereof, or of any successor to or
person in control of the Company or any of its businesses, or any assets of the
Company or any subsidiary or division thereof or of any successor or controlling
person; (v) seek or propose to influence or control the Company's management on
policies; (vi) disclose any intention, plan or arrangement inconsistent with the
foregoing; (vii) form, join or in any way participate in a "group" as defined in
Section 13(d)(3) of the Securities Exchange Act of 1934 (the "Exchange Act") in
connection with any of the foregoing, or (viii) take any action that might force
the Company to make a public announcement about any of the foregoing. Nothing
contained herein shall restrict you from taking any action in the event the
Company publicly announces that it is considering, or has entered into, any
arrangement or understanding with respect to the sale of all or any substantial
portion of the Company (other than any such arrangement or understanding with
you), or from making a tender offer from all of the outstanding capital stock of
the Company after such time as a third party has commenced, within the meaning
of Rule 14d-2 of the Exchange Act, a tender offer for the Company at a lower
value.
You understand and acknowledge that any and all information contained in the
Evaluation Materials is being provided without any representation or warranty,
express or implied, as to the accuracy, completeness or scope of the Evaluation
Materials or of any representations and warranties to be given by the Company,
which will be negotiated along with other terms and conditions in arriving at a
mutually acceptable form of definitive agreement should discussions between you
and the Company progress to such a point.
In the event that you do not proceed with the Transaction which is the subject
of this Agreement, within five days, or at the Company's request, you shall
promptly return to the Company any written material containing or reflecting any
information contained in the Evaluation Materials and will not retain any
copies, extracts or other reproductions in whole or in part of such written
material and you will thereafter not disclose any matters set forth in the
Evaluation Materials as provided in the second paragraph of this letter. All
documents, memoranda, notes and other writing whatsoever prepared by you or your
Representatives based on the information contained in the Evaluation Materials
shall be destroyed and you shall provide the Company with written certification
of such destruction.
In the event that you, your Representatives or any of your or their affiliates
or any person who receives the Evaluation Materials pursuant to this Agreement
is requested or becomes legally compelled (by oral questions, interrogatories,
request for information or documents, subpoena, civil investigative demand or
similar process) to disclose any of the Evaluation Materials, such person will
provide the Company with prompt written notice so that the Company may seek a
protective order or other appropriate remedy and/or waive compliance with the
provisions of this Agreement. In the event that such protective order or other
remedy is not obtained, or that the Company waives compliance with the
provisions of this Agreement, the disclosing person will furnish only that
portion of the Evaluation Materials that counsel reasonably acceptable to the
Company advises you is legally required.
You agree that money damages would not be a sufficient remedy for any breach of
this Agreement by you, your Representatives or any of your or their affiliates,
and the Company shall be entitled to equitable relief, including injunction and
specific performance, in the event of any breach, or threatened breach, of the
provisions of this Agreement. Such remedies shall not be deemed to be the
exclusive remedies of the Company for a breach or threatened breach of this
Agreement but shall be in addition to all other remedies available at law or
equity. You understand and agree that in the event that there is a sale of a
controlling interest in the Company, the acquiror of such interest shall, should
the Company so elect, also acquire all rights of the Company pursuant to this
Agreement, including, without limitation, the right to enforce all of the terms
of this Agreement.
It is further understood and agreed that no failure or delay by the Company in
exercising any right, power or privilege under this Agreement shall operate as a
waiver thereof nor shall any single or partial exercise thereof preclude any
other or further exercise of any right, power or privilege hereunder.
Nothing in this Agreement requires that you or the Company or any of its
stockholders enter into a Transaction or a definitive agreement regarding a
Transaction or to negotiate the terms of a Transaction for any specified period
of time. In the absence of a definitive agreement between you and the Company
about a Transaction, nothing in this Agreement precludes the Company from
contacting, or negotiating or agreeing with, other persons with respect to a
Transaction.
This Agreement is for the benefit of the Company, and shall be governed and
construed in accordance with the laws of the State of Delaware. Your
obligations under this Agreement shall expire two (2) years from the date
hereof.
If you agree with the foregoing, please sign and return one copy of this
Agreement which will constitute our agreement with respect to the subject matter
of this Agreement.
Very truly yours,
CIBC Xxxxxxxxxxx Corp.
on behalf of
VALLEY FORGE CORPORATION
By:/s/ Xxxxx XxXxxxxx
--------------------------------
Xxxxx XxXxxxxx
Managing Director
Confirmed and Agreed to:
MILLBROOK CAPITAL MANAGEMENT
By:/s/ Xxxx Xxxxxx
--------------------------------
Name: Xxxx Xxxxxx
Title: CFO
Date: 8/20/98
