EXHIBIT 99.1 ================================================================== ============== AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 16th, 1996 • Cobra Golf Inc • Blank checks • Delaware
CONFIDENTIAL ------------ Mr. [Insert Address] Dear Mr. : As you know, it is proposed that HCAC, Inc., a wholly-owned subsidiary of American Brands, Inc., be merged with and into Cobra Golf Incorporated (the "Company"). In order to induce you to...Cobra Golf Inc • December 22nd, 1995 • Blank checks
EXHIBIT 99.2 STOCK OPTION AND TENDER AGREEMENT STOCK OPTION AND TENDER AGREEMENT, dated as of December 18, 1995, among AMERICAN BRANDS, INC., a Delaware corporation ("Parent"), and each other party listed on the signature pages hereof (each, a...Stock Option and Tender Agreement • January 16th, 1996 • Cobra Golf Inc • Blank checks • Delaware
EXHIBIT c(4) December 18, 1995 CONFIDENTIAL ------------ Mr. Thomas L. Crow 2681 Idle Hour Lane La Jolla, CA 92037 Dear Mr. Crow: As you know, it is proposed that HCAC, Inc., a wholly-owned subsidiary of American Brands, Inc., be merged with and into...Cobra Golf Inc • December 22nd, 1995 • Blank checks
