Exhibit (a)(11)
December 29, 1995
STOCK TRANSFER AGREEMENT
WHEREAS, each of the ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Living Trust dated August 5, 1980
(the "▇▇▇▇▇▇▇ Living Trust"), of which ▇▇. ▇▇▇▇▇▇▇ is the sole Trustee, ▇▇▇▇▇▇
▇. ▇▇▇▇, as custodian of a ▇▇▇▇▇▇▇ ▇▇▇▇▇ collateral account (the "▇▇▇▇▇▇▇ ▇▇▇▇▇
Account"), the Crow 1990 Community Property Trust dated June 8, 1990 (the "Crow
Community Property Trust"), of which ▇▇▇▇▇▇ ▇. and ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, husband and
wife, are the sole co-Trustees, the ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Living Trust dated June 8,
1994 (the "▇▇▇▇▇▇▇ Living Trust"), of which ▇▇. ▇▇▇▇▇▇▇ is the sole Trustee, and
the ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Charitable Remainder Trust dated December 22, 1994 (the
"▇▇▇▇▇▇▇ Charitable Remainder Trust"), of which ▇▇. ▇▇▇▇▇▇▇ is the sole Trustee
(collectively, the "Stockholders"), is a party to the Stock Option and Tender
Agreement (the "Agreement"), dated as of December 18, 1995, among the
Stockholders, certain other parties thereto and American Brands, Inc. (the
"Company");
WHEREAS, pursuant to Section 5.01 of the Agreement each of the Stockholders
has agreed not to transfer their shares of common stock par value $.001 per
share (the "Common Stock") of Cobra Golf Incorporated, without the Company's
prior written consent;
WHEREAS, each of the Stockholders wishes to transfer ownership of certain
shares of Common Stock and seeks the consent of the Company to such transfer and
the Company wishes to consent to such transfer;
WHEREAS, the ▇▇▇▇▇▇ ▇. & ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 5% Net Income with Make-up
Charitable Remainder Unitrust #1 dated December 22, 1994 (the "▇▇▇▇▇▇▇
Charitable Unitrust #1"), of which ▇▇▇▇▇▇ ▇. and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, husband and
wife, are the sole co-Trustees, holds 111,889 shares
of Common Stock transferred to it by the Starr Charitable Remainder Unitrust
dated August 3, 1994 (NIMCRUT #1), and wishes to become a party to the
Agreement;
WHEREAS, the ▇▇▇▇▇▇▇ Living Trust wishes to transfer 622,889 shares of
Common Stock into the ▇▇▇▇▇▇ ▇. & ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 10% Charitable Remainder
Unitrust #2 dated December 22, 1994 (the "▇▇▇▇▇▇▇ Charitable Unitrust #2"), of
which ▇▇▇▇▇▇ ▇. and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, husband and wife, are the sole
co-Trustees, and the ▇▇▇▇▇▇▇ Charitable Unitrust #2 wishes to become a party to
the Agreement;
WHEREAS, the ▇▇▇▇▇▇▇ Living Trust wishes to transfer 40,000 shares of
Common Stock into the ▇▇▇▇▇▇▇ Family Living Trust dated December 22, 1994 (the
"Family Living Trust"), of which ▇▇▇▇▇▇ ▇. and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, husband and
wife, are the sole co-Trustees, and the Family Living Trust wishes to become a
party to the Agreement;
WHEREAS, the TLC/CGC Trust dated February 27, 1995 (the "TLC/CGC Trust"),
of which ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and Southpac International Trust, Inc., are the sole
co-Trustees, holds 436,018 shares of Common Stock transferred to it by the Crow
Community Property Trust for the benefit of ▇▇▇▇▇▇ ▇. & ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, and
wishes to become a party to the Agreement;
WHEREAS, ▇▇▇▇▇▇ ▇. ▇▇▇▇, as custodian of the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Account, wishes
to transfer 22,667 shares of Common Stock into the ▇▇▇▇▇▇ ▇. ▇▇▇▇ 6% Net Income
with Make-up Charitable Remainder Trust #3 dated July 6, 1995 (the "Crow
Charitable Remainder Trust"), of which ▇▇▇▇▇▇ ▇. and ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, husband and
wife, are the sole co-Trustees, and the Crow Charitable Remainder Trust wishes
to become a party to the Agreement;
WHEREAS, ▇▇▇▇▇▇ ▇. ▇▇▇▇, as custodian of the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Account, wishes
to transfer 4,000 shares of Common Stock into the Crow Community Property Trust;
WHEREAS, the Crow Community Property Trust wishes to transfer 116,333
shares of Common Stock into the Crow Charitable Remainder Trust; and
WHEREAS, the ▇▇▇▇▇▇▇ Living Trust wishes to transfer 3,300 and 70,000
shares of Common Stock in 1995 and 1996, respectively, into the ▇▇▇▇▇▇▇
Charitable Remainder Trust,
NOW, THEREFORE, the parties hereto agree as follows:
1. The ▇▇▇▇▇▇▇ Living Trust may transfer 622,889 and 40,000 shares of
Common Stock held by it into the ▇▇▇▇▇▇▇ Charitable Unitrust #2 and the Family
Living Trust (collectively the "▇▇▇▇▇▇▇ Transferees"), respectively;
2. ▇▇▇▇▇▇ ▇. ▇▇▇▇ may transfer 4,000 shares of Common Stock from the
▇▇▇▇▇▇▇ ▇▇▇▇▇ Account into the Crow Community Property Trust; ▇▇▇▇▇▇ ▇. ▇▇▇▇ may
transfer 22,667 shares of Common Stock from the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Account into the
Crow Charitable Remainder Trust and the Crow Community Property Trust may also
transfer 116,333 shares of Common Stock held by it into the Crow Charitable
Remainder Trust (the "Crow Transferee");
3. The ▇▇▇▇▇▇▇ Living Trust may transfer 3,300 and 70,000 shares of Common
Stock held by it in 1995 and 1996, respectively, into the ▇▇▇▇▇▇▇ Charitable
Remainder Trust (the "▇▇▇▇▇▇▇ Transferee", and, together with the ▇▇▇▇▇▇▇
Transferees and the Crow Transferee, the "Transferees");
4. The Transferees, the TLC/CGC Trust and the ▇▇▇▇▇▇▇ Charitable Unitrust
#1 agree that they will be bound by the terms of the Agreement as if they were
parties thereto on the date it was entered into and hereby, severally, but not
jointly, makes the same representations and warranties to the Company as those
made by the Selling Stockholders (as defined in the Agreement) in the Agreement,
except that any reference to Exhibit A in Section 3.04 of the Agreement shall be
deemed to be a reference to Annex A hereto and further agree that all
shares of Common Stock held by them or received by them in the transfers
described in Items 1 through 3 above shall constitute Existing Shares (as
defined in the Agreement) for purposes of such Agreement; and
5. Notwithstanding the foregoing, (i) the Transferees, the TLC/CGC Trust
and the ▇▇▇▇▇▇▇ Charitable Unitrust #1 shall not be obligated to deliver to the
Company certificates representing such Existing Shares held by them until 5:00
p.m. New York time on December 29, 1995, provided however, that certificates
representing 73,300 and 119,021 shares of Common Stock may be delivered by the
▇▇▇▇▇▇▇ Charitable Remainder Trust and the ▇▇▇▇▇▇▇ Living Trust, respectively,
up to 5:00 p.m. New York time on January 3, 1996, and (ii) neither ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇ nor Southpac International Trust, Inc., as the sole co-Trustees of the
TLC/CGC Trust, shall be deemed to have given a proxy pursuant to section 5.02 of
the Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this agreement as of
the date first above written.
American Brands, Inc.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President and
Controller
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ LIVING TRUST DATED
AUGUST 5, 1980
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Trustee
▇▇▇▇▇▇ ▇. AND ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 5% NET
INCOME WITH MAKE-UP CHARITABLE REMAINDER
UNITRUST #1 DATED DECEMBER 22, 1994
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Trustee
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Trustee
▇▇▇▇▇▇ ▇. AND ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 10%
CHARITABLE REMAINDER UNITRUST #2 DATED
DECEMBER 22, 1994
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Trustee
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Trustee
SHERMAN FAMILY LIVING TRUST DATED
DECEMBER 22, 1994
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Trustee
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Trustee
▇▇▇▇▇▇▇ ▇▇▇▇▇ ACCOUNT #240-27K85
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇, its custodian
TLC/CGC TRUST DATED FEBRUARY 27, 1995
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Trustee
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------
Name: Southpac International Trust
Title: Trustee
▇▇▇▇▇▇ ▇. ▇▇▇▇ 6% NET INCOME WITH MAKE-UP
CHARITABLE REMAINDER TRUST #3 DATED
JULY 6, 1995
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Trustee
By: /s/ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇
-------------------------
Name: ▇▇▇▇▇ ▇▇▇ ▇▇▇▇
Title: Trustee
CROW 1990 COMMUNITY PROPERTY TRUST
DATED JUNE 8, 1990
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Trustee
By: /s/ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇
-------------------------
Name: ▇▇▇▇▇ ▇▇▇ ▇▇▇▇
Title: Trustee
THE ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ LIVING TRUST
DATED JUNE 8, 1994
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Trustee
THE ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ CHARITABLE REMAINDER
TRUST DATED DECEMBER 22, 1994
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Trustee
Annex A
After giving effect to the transactions contemplated by this Stock Transfer
Agreement, the following parties beneficially own the following number of shares
of Common Stock.
Number of
Stockholder Shares
----------- ---------
▇▇▇▇▇▇▇
▇▇▇▇▇ Charitable Remainder Unitrust Dated 0
August 3, 1994 (NIMCRUT #1)***
▇▇▇▇▇▇ ▇. & ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 5% Net Income 111,889
With Make-up Charitable Remainder Unitrust #1
Dated December 22, 1994
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Living Trust Dated 0
August, 5 1980
▇▇▇▇▇▇ ▇. & ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 10% Charitable 622,889
Remainder Unitrust #2 Dated December 22, 1994
▇▇▇▇▇▇▇ Family Living Trust Dated December 22, 1994 40,000
▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ (collateral account #240-27K85) 0
TLC/CGC Trust Dated February 27, 1995 436,018
▇▇▇▇▇▇ ▇. ▇▇▇▇ 6% Net Income With Make-up 139,000
Charitable Remainder Trust #3 Dated July 6, 1995
Crow 1990 Community Property Trust Dated 54,000
June 8, 1990
▇▇▇▇▇▇ ▇. ▇▇▇▇ 9% Net Income with Make-up 279,721
Charitable Remainder Trust #1 Dated
December 17, 1994***
▇▇▇▇▇▇ ▇. ▇▇▇▇ 20% Net Income with Make-up 55,945
Charitable Remainder Trust #2 Dated
December 17, 1994***
▇▇▇▇▇▇ ▇. ▇▇▇▇ G.P. FBO Crow Family Limited 250,000
Partnership Account #1***
▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Living Trust Dated June 8, 1994 336,342*
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Charitable Remainder Trust 98,300**
Dated December 22, 1994
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Charitable Foundation 50,000
Dated December 5, 1985***
* Excludes 3,300 shares which will be transferred in 1995 and 70,000
shares which will be transferred before January 3, 1996 in each case
into the ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Charitable Remainder Trust Dated December
22, 1994 from Certificate No. SD1309 (in the amount of 192,321 shares
of Common Stock), and includes a new certificate will be issued before
January 3, 1996 for the balance to the ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Living Trust
Dated June 8, 1994.
** Includes 3,300 shares of Common Stock to be transferred in 1995 and
70,000 shares of Common Stock to be transferred before January 3, 1996
from the ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Living Trust Dated June 8, 1994.
*** Party to the Stock Option and Tender Agreement but not a party to this
Stock Transfer Agreement.
