EXHIBIT (c)(1)
FILING AGREEMENT
This Agreement, dated as of January 21, 1998, between Alliance Standard
III L.L.C., a Delaware limited liability company, and Alliance Standard III
Corp., a British Virgin Islands corporation ("Purchaser Corp."),
W I T N E S S E T H T H A T:
WHEREAS, each of the parties hereto desires to participate in a tender
offer to acquire up to 1,000,000 shares of Common Stock, par value $.10 per
share (the "Shares") of Security Investments Group, Inc., a Delaware
corporation, and
WHEREAS, the parties have not yet determined the allocation between
themselves of such Shares, and
WHEREAS, Purchaser Corp. desires to hold any Shares purchased by it
solely for passive investment purposes,
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. The parties shall jointly file a Tender Offer Statement on
Schedule 14D-1, concurrently issue the Offer to Purchase
contained therein and make the Offer.
2. The parties will allocate between themselves at the time of
the acceptance of Shares for payment any Shares purchased
pursuant to the Offer. Each party will pay for and own
separately the Shares allocated to it.
3. Each party will bear its own expenses in connection with the
Offer.
4. The Purchasers have reserved the right to make independent
determinations with respect to all matters requiring their
determination in connection with the above conditions.
5. Each party will be entitled to retain any profit, and will be
obligated to bear any loss incurred by it with respect to the
Shares owned by it.
6. At the time of payment for Shares all collective action by the
parties hereto shall cease, neither party hereto shall act for
the other in any capacity and
each party shall be permitted to take any actions with respect
to the Shares owned by it deemed necessary or appropriate by
such party.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first set forth above.
Alliance Standard III L.L.C. Alliance Standard III Corp.
By: LJ Investments, L.L.C., its
managing member
By: JL Advisors II, LLC, its
managing member By: s/ Xxxxx X. Xxxx
Xxxxx X. Xxxx, Director
By: s/ Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx,
Member
By: Xxxxx Capital Management Group,
LLC, member
By: s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx, Member