SECURITIES PURCHASE AGREEMENT betweenSecurities Purchase Agreement • July 1st, 1997 • First of Michigan Capital Corp • Security brokers, dealers & flotation companies • New York
OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK OF FIRST OF MICHIGAN CAPITAL CORPORATION AT $15.00 NET PER SHARE BY FMCC ACQUISITION CORP. AN INDIRECT WHOLLY OWNED SUBSIDIARY OF FAHNESTOCK VINER HOLDINGS INC.Acquisition Agreement • July 1st, 1997 • First of Michigan Capital Corp • Security brokers, dealers & flotation companies
TENDER" ESCROW AGREEMENT "TENDER" ESCROW AGREEMENT dated as of June 11, 1997, among First of Michigan Capital Corporation, a Delaware corporation (the "Company"), FMCC Acquisition Corp., a Delaware corporation ("Buyer"), and The Bank of New York, as...Escrow Agreement • July 1st, 1997 • First of Michigan Capital Corp • Security brokers, dealers & flotation companies • New York
EXHIBIT (c)(6) MEMORANDUM OF UNDERSTANDING ---------------------------Memorandum of Understanding • July 1st, 1997 • First of Michigan Capital Corp • Security brokers, dealers & flotation companies
This Memorandum of Understanding is intended to confirm our understanding regarding the terms of a transaction (the "Transaction") being considered by FMCC Acquisition Corp. or an entity to be formed by Fahnestock & Co., Inc. (the "Buyer"), First of Michigan Capital Corporation (the "Company"), DST Systems, Inc. and 1988 Limited Partnership (collectively, the "Sellers") involving the Buyer's possible acquisition of all of the issued and outstanding shares of common stock, par value $.10 per share (the "Common Stock"), of the Company by purchasing shares of Common Stock owned by the Sellers and, pursuant to a tender offer and/or a merger, shares of Common Stock held by the other shareholders.
ARTICLE I THE OFFERTender Offer Agreement • July 1st, 1997 • First of Michigan Capital Corp • Security brokers, dealers & flotation companies • New York
WITNESSETHConfidential Disclosure and Standstill Agreement • July 1st, 1997 • First of Michigan Capital Corp • Security brokers, dealers & flotation companies • Delaware
June 13, 1997 The Board of Directors First of Michigan Capital Corporation 100 Renaissance Center 26th Floor Detroit, MI 48243 Gentlemen: This letter (the 'Agreement') confirms the basis of engagement between the First of Michigan Capital Corporation...Financial Advisory Agreement • July 1st, 1997 • First of Michigan Capital Corp • Security brokers, dealers & flotation companies
The Board of Directors First of Michigan Capital Corporation 100 Renaissance Center 26th Floor Detroit, MI 48243 Gentlemen: This letter (the 'Agreement') confirms the basis of engagement between the First of Michigan Capital Corporation (the 'Company') on behalf of the Board of Directors and Duff & Phelps, LLC ('Duff & Phelps') for financial advisory services. The terms of the engagement are as follows: 1. The Board of Directors has been advised of a tender offer (the 'Tender Offer') from Fahnestock Viner Holdings, Inc. to be made to the stockholders of the Company. The terms of the Tender Offer include the purchase of all outstanding shares of the Company at a price of $15.00 per share payable in cash. Holders of approximately 53% of the common stock (on a fully diluted basis) have agreed to sell their shares and have placed them in escrow. The Board of Directors engages Duff & Phelps as an independent financial advisor to determine whether the terms of the Tender Offer are fair to th
INDEMNIFICATION AGREEMENT This indemnity is made part of an agreement dated June 13, 1997 (the 'Agreement'), by and between Duff & Phelps, LLC and First of Michigan Capital Corporation (the 'Company') for financial valuation services to be rendered by...Indemnification Agreement • July 1st, 1997 • First of Michigan Capital Corp • Security brokers, dealers & flotation companies
This indemnity is made part of an agreement dated June 13, 1997 (the 'Agreement'), by and between Duff & Phelps, LLC and First of Michigan Capital Corporation (the 'Company') for financial valuation services to be rendered by Duff & Phelps, LLC in connection with the Tender Offer described in the Agreement. A. Indemnification. To the fullest extent lawful, the Company will promptly, upon demand, indemnify and hold harmless Duff & Phelps, LLC and their affiliates (collectively, 'D&P'), and each director, officer, employee, agent, shareholder and controlling person of D&P (any or all of the foregoing hereinafter referred to as an 'Indemnified Person'), from and against all losses, claims, damages, expenses, costs and liabilities (joint or several), including amounts paid in reasonable settlement (collectively, 'Losses'), resulting directly or indirectly from any threatened or pending investigation, action, claim, proceeding or dispute, including securityholder actions (collectively, a 'C
