Exhibit 2
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STOCK PURCHASE AGREEMENT
AGREEMENT dated as of December 31, 1996 by and between DLJ Capital
Corporation (the "SELLER") and C D Associates, L.P. ("PURCHASER").
The parties hereto agree as follows:
1. Purchase and Sale. Upon the terms and subject to the conditions of
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this Agreement, the SELLER agrees to sell to PURCHASER and PURCHASER agrees to
purchase from the SELLER the number of shares of common stock of Flagstar
Companies, Inc. (the "Company"), par value $.50 per share (the "Securities") as
are set forth on Schedule 1 hereto at the Closing (as defined below). The
purchase price to be paid by PURCHASER for the Securities (the "Purchase Price")
is $.05 per share multiplied by the number of Securities to be purchased by
PURCHASER from the SELLER. The Purchase Price shall be paid as provided in
Section 2 hereof.
2. Closing. The closing (the "Closing") of the purchase and sale of the
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Securities hereunder shall take place at the offices of SELLER, at ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ on December 31, 1996 or at such other time or place
as the parties hereto may agree, At the Closing:
(a) PURCHASER shall deliver to the SELLER the Purchase Price by check or
wire transfer.
(b) SELLER shall deliver to PURCHASER certificates for the number of
Securities indicated opposite the SELLER'S name on Schedule 1, accompanied by
duly executed instruments of transfer or assignments in blank with signatures
appropriately guaranteed.
3. Title to and Validity of Securities. SELLER represents and warrants
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to PURCHASER that it has full and legal and beneficial ownership of the
Securities, free and clear of any Liens (as defined below), other than
limitations under (i) applicable securities laws and (ii) that certain
Stockholders Agreement dated as of August 11, 1992, by and among the Company,
SELLER, TW Holdings, Inc., and the other parties signatories thereto, as amended
(the "Stockholders Agreement"); and when the Shares are delivered to PURCHASER
against payment therefor as contemplated hereby, PURCHASER will acquire good and
valid title to the Shares free and clear of any Lien, other than limitations
under (i) applicable securities laws, and (ii) the Stockholders Agreement.
4. Non-Contravention. SELLER represents and warrants to PURCHASER that
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the execution, delivery and performance of this agreement by SELLER will not
contravene or conflict with or constitute a violation of any provision of any
law, regulation, judgment, injunction, order or decree binding upon or
applicable to SELLER; (ii) will not require any consent, approval or other
action or constitute a default under any agreement or other
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instrument binding upon SELLER and (iii) will not result in the creation or
imposition of a Lien on the Securities. For purposes hereof, Lien means any
mortgage, lien, pledge, charge, security interest, right of first offer or
refusal, adverse claim or other encumbrance of any kind in respect of such
asset.
5. Purchase for Investment.
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PURCHASER acknowledges that the Securities have not been registered
under the Securities Act of 1933, as amended (the "Act") or any state securities
laws and that the purchase and sale of the Securities contemplated hereby is to
be effected pursuant to an exemption from the registration requirements imposed
by such laws. In this regard, PURCHASER is purchasing the Securities to be
purchased by it hereunder for its own account and not with a view to, or for
sale in connection with, any distribution thereof in violation of the Act.
PURCHASER is an "Accredited investor" (as defined in Regulation D under the
Act), has sufficient knowledge and experience in business matters so as to be
capable of evaluating the merits and risks of its investment in such Securities
and is capable of bearing the economic risks of such investment. PURCHASER has
had access to any information it deems necessary in order to make its decision
to purchase the Securities and has had the opportunity to ask questions and
receive answers concerning the Company. PURCHASER was not formed for the
specific purpose of acquiring the Securities.
6. Certain Understandings.
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(a) PURCHASER and SELLER understand and acknowledge that such parties may
be in possession of material non-public information regarding the Company.
(b) PURCHASER acknowledges to SELLER that PURCHASER is an affiliate of KKR
Associates and its affiliates (collectively, "KKR") and that KKR is an
approximately 47% shareholder and an "affiliate" (as such term is defined in
Rule 405 under the Securities Act of 1933, as amended) of the Company.
7. Governing Law. This Agreement shall be governed by and construed in
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accordance with the law of the State of New York, without regard to the
conflicts of law rules of such state.
8. Entire Agreement. This Agreement constitutes the entire agreement
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between the parties with respect to the subject matter hereof and supersedes all
prior agreements and understandings, both oral and written, between the parties
with respect to the subject matter hereof.
9. Notices. All notices, requests and other communications to any party
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hereunder shall be in writing (including facsimile transmissions) and shall be
given:
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if to PURCHASER, to: C D Associates, L.P.
▇ ▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
if to SELLER, to: DLJ Capital Corporation
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
10. Counterparts. This Agreement may be signed in any number of
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counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by as of the day and year first above written.
C D ASSOCIATES, L.P.
By: CD GP, LLC
Its General Partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Member
DLJ CAPITAL CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Secretary and Treasurer
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SCHEDULE 1
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NAME OF SELLER CERTIFICATE NO. NUMBER OF SECURITIES PURCHASE PRICE
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DLJ Capital Corporation FC 0240 3,030,668 $151,533.40
DLJ Capital Corporation FC 1923 2,076 $ 103.80
DLJ Capital Corporation (DTC) 3,096 $ 154.80
Total Purchase Price: $151,792
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