EXHIBIT 99.2
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered into as
of November 10, 1998, by and between Xxxxxxxx Company, Inc., an Alabama
corporation ("Xxxxxxxx"), and Xxxx X. Xxxxx, an individual ("Weeks").
R E C I T A L S:
WHEREAS, Weeks currently is the record owner of 1,336,400 shares of common
stock of Citation Corporation, a Delaware corporation; and
WHEREAS, Xxxxxxxx desires to purchase from Weeks and Weeks desires to sell
to Xxxxxxxx certain of the shares of common stock of the Company held by Weeks
on the terms and subject to the conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual
covenants, agreements, undertakings, representations and warranties contained
herein, the parties hereto agree as follows:
1. Definitions. For purposes of this Agreement,
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(a) "BENEFICIAL OWNER" or "BENEFICIAL OWNERSHIP" shall have the meaning set
forth in Rule 13d-3(a) promulgated by the Securities and Exchange Commission.
(b) "CLOSING" shall have the meaning set forth in Section 2(d) hereof.
(c) "COMPANY" means Citation Corporation, a Delaware corporation.
(d) "XXXXXXXX" means Xxxxxxxx Company, Inc., an Alabama corporation, or an
affiliate to which Xxxxxxxx may assign its rights hereunder.
(e) "XXXX-XXXXX-XXXXXX" shall have the meaning set forth in Section 4(a).
(f) "LIENS" shall mean any mortgage, lien, pledge, adverse claim, interest,
encumbrance, option, warrant, call, preemptive right, restriction or other
agreement or right of a similar nature.
(f) "PURCHASE PRICE" shall have the meaning set forth in Section 2(a)
hereof.
(g) "SHARES" shall mean 1,336,400 shares of the common stock of the Company,
currently owned by Weeks.
(h) "TRANSFER" shall mean to sell, exchange, give, assign, pledge, devise,
bequeath, or otherwise transfer, grant any interest in or encumber in any way.
2. Sale and Purchase of Shares. At the Closing, Weeks shall sell,
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transfer and convey to Xxxxxxxx and Xxxxxxxx shall purchase from Weeks the
Shares, for the following purchase price and on the following terms and
conditions:
(a) Purchase Price. The total purchase price to be paid by Xxxxxxxx to
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Weeks for the Shares (the "Purchase Price") shall be an amount equal to Twenty
Million Forty-Six Thousand and No/100 Dollars ($20,046,000.00), representing a
price per share of $15.00.
(b) Payment of Purchase Price. The Purchase Price shall be paid by Xxxxxxxx
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to Weeks in cash or other immediately available funds at the Closing.
(c) Title. At the Closing, Weeks shall deliver to Xxxxxxxx good and
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marketable title to the Shares, free and clear of any Liens or other
restrictions, except for applicable restrictions on transfer under federal and
state securities laws.
(d) Closing. The closing shall take place at a mutually agreeable time and
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location in Birmingham, Alabama (the "Closing"), provided that the Closing shall
take place on or prior to the later of (i) twenty (20) days following the date
hereof and (ii) three (3) business days following the satisfaction, termination
or waiver of all conditions to such Closing, including but not limited to, the
termination or expiration of the waiting periods under Xxxx-Xxxxx-Xxxxxx, if
applicable. At Closing, Weeks shall deliver to Xxxxxxxx one or more stock
certificates representing the Shares, together with duly executed stock powers,
and take such other actions and deliver such other documents as are necessary to
transfer title to the Shares to Xxxxxxxx.
3. Representations, Warranties and Agreements.
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(a) By Weeks. Weeks hereby represents and warrants to Xxxxxxxx as follows:
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(i) Weeks is the record and beneficial owner of all of the Shares;
(ii) Weeks has full power, right and authority to make and enter into
this Agreement and to sell, assign, transfer and deliver the
Shares to Xxxxxxxx;
(iii) Weeks has good and valid title to the Shares, free and clear of
all Liens;
(iv) upon the consummation of the transactions provided for in this
Agreement in accordance with the terms hereof, Xxxxxxxx shall
acquire good and marketable title to the Shares, free and clear
of all Liens;
(v) this Agreement constitutes the valid and binding obligation of
Weeks;
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(vi) Except as provided in this Agreement, Weeks is not required by
any provision of federal, state, or local law to take any further
action or to seek any governmental approval of any nature prior
to the sale by him of the Shares;
(vii) There are no outstanding or existing provisions of the
Company's Certificate of Incorporation or Bylaws that would
prevent, limit, or condition the sale and transfer of the Shares
to Xxxxxxxx or the exercise by Xxxxxxxx of its rights as a
stockholder of the Company;
(viii) Assuming the representations and warranties of Xxxxxxxx are
true and correct and will be true and correct as of the Closing,
there are no provisions of any contract, indenture, or other
instrument to which Weeks is a party or to which the Shares are
subject which would prevent limit, or condition the sale and
transfer of the Shares to Xxxxxxxx;
(ix) Weeks is aware that Xxxxxxxx has entered into an agreement with
T. Xxxxxx Xxxxxxx ("Xxxxxxx") pursuant to which it has the right
and option to purchase from Xxxxxxx certain shares of the
Company's common stock held by Xxxxxxx on terms which are not
identical to the terms of this Agreement, including the purchase
price to be paid by Xxxxxxxx, which, in Xxxxxxx'x case, is $20.00
per share;
(x) Weeks has knowledge and experience in financial and business
matters, is capable of evaluating the merits and risks of selling
the Shares to Xxxxxxxx, is familiar with the Company and its
prospects and has determined to sell the Shares on the terms set
forth herein based upon such knowledge; and
(xi) The representation and warranties of Weeks in this Agreement are
true, complete, and correct, and no such representation or
warranty contains any untrue statement of material fact or omits
to state any material fact necessary to make the statements made
not misleading.
(b) By Xxxxxxxx. Xxxxxxxx hereby represents and warrants to Weeks as
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follows:
(i) Xxxxxxxx is a corporation duly organized, validly existing and in
good standing under the laws of the State of Alabama;
(ii) Xxxxxxxx has all requisite power and authority to execute and
deliver this Agreement and to perform the provisions hereof;
(iii) this Agreement has been approved by all requisite action on its
part, and constitutes the valid and binding obligation of
Xxxxxxxx;
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(iv) upon consummation of the transactions provided for herein,
Xxxxxxxx will acquire the Shares for its own account for
investment purposes only and not with a view toward, or for
resale in connection with, any distribution or Transfer to any
other person or entity;
(v) Xxxxxxxx acknowledges its understanding that (i) the Shares have
not been registered under the Securities Act of 1933, as amended,
or any state securities laws, and must therefore be held
indefinitely unless subsequently registered under such laws or
unless, in the opinion of counsel satisfactory to the Company, a
transfer may be effected without registration thereunder; (ii)
the Company may, upon transfer of the Shares to Xxxxxxxx,
instruct its transfer agent to place a restrictive legend on the
certificates evidencing the Shares; (iii) the Shares are not
subject to any registration rights or similar rights or
obligations, and the Company is not required to effect any
registration statement relating to all or any part of the Shares;
and (iv) the certificates evidencing the Shares currently bear a
restrictive legend and, accordingly, the Company may rely upon
the representations and warranties of Xxxxxxxx set forth herein
in authorizing the transfer of the Shares from Weeks to Xxxxxxxx.
(vi) Xxxxxxxx will not have, as a result of the execution of this
Agreement, and will not acquire as of the Closing, Beneficial
Ownership of 30% or more of the outstanding shares of common
stock of the Company, if any such acquisition would constitute an
event of default under the Company's existing bank credit
facility;
(vii) Xxxxxxxx has knowledge and experience in financial and business
matters, is capable of evaluating the merits and risks of
purchasing the Shares from Weeks, is familiar with the Company
and its prospects and has had the right and opportunity to
receive and review all relevant information as it has deemed
necessary, advisable or prudent in evaluating the Company and the
purchase of the Shares and, based upon its analysis of such
information and without reliance upon any representations by
Weeks as to the status of the Company, has determined to purchase
the Shares on the terms set forth herein; and
(viii) The representations and warranties of Xxxxxxxx in this
Agreement are true, complete and correct, and no such
representation or warranty contains any untrue statement of
material fact or omits to state any material fact necessary to
make the statements not misleading.
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4. Additional Covenants and Conditions.
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(a) Xxxx-Xxxxx-Xxxxxx. As promptly as practicable, but no later than
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fifteen (15) days following the date hereof, Xxxxxxxx and Weeks shall complete
any filing that may be required pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust
Improvements Act of 1976, as amended ("Xxxx-Xxxxx-Xxxxxx"), or shall mutually
agree that no such filing is required. Xxxxxxxx and Weeks shall diligently
take, or fully cooperate in the taking of, all necessary and proper steps, and
provide any additional information reasonably requested in order to comply with,
the requirements of Xxxx-Xxxxx-Xxxxxx. The parties hereto shall use their
reasonable best efforts to resolve objections, if any, that may be asserted
under Xxxx-Xxxxx-Xxxxxx in connection with the transactions provided for in this
Agreement. If the parties determine that a Xxxx-Xxxxx-Xxxxxx filing is
necessary, then they shall cooperate in making such filing as soon as reasonably
practicable and, in connection with such filing, request an early termination of
the waiting period. Xxxxxxxx will pay for any and all filing fees incurred in
connection with any filing required pursuant to Xxxx-Xxxxx-Xxxxxx.
(b) Publicity. Weeks and Xxxxxxxx shall make a joint press release
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announcing the execution of this Agreement and the transactions contemplated
hereby that shall be reviewed by and be acceptable to the Company. No other
publicity release or announcement concerning the transactions contemplated
hereby shall be issued by either party without the advance written consent of
the other party and the Company, except any such release or announcement as may
be required by applicable law.
(c) Additional Conditions to Closing. In addition to the other
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conditions set forth herein, the Closing of the transactions contemplated hereby
shall be subject to the following conditions: (i) the representations and
warranties of the parties hereto shall be true and correct in all material
respects on and as of the date hereof and as of the Closing with the same effect
as though such representations and warranties had been made or given as of the
Closing; (ii) the parties shall have performed and complied with all agreements
and conditions required by this Agreement to be performed and complied with by
them prior to or at the Closing in all material respects; and (iii) no court of
competent jurisdiction or governmental agency shall have rendered a judgment or
issued an order prohibiting or preventing the transactions provided for herein,
it being understood that the mere filing of a claim or lawsuit by a third party
shall not affect the obligations of the parties hereunder.
5. Notices. All notices or other communications provided for herein
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shall be validly given, made or served if in writing and delivered personally or
sent by certified or registered mail, return receipt requested, postage prepaid
or transmitted by facsimile transmission, as set forth below:
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(a) if to Xxxxxxxx, addressed to:
Xxxxxxxx Company, Inc.
000 Xxxxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxx 00000
Attention: Xxx X. Xxxxxxxx, Xx.
Facsimile: (000)000-0000
With a copy to:
Xxxxxxx X. Xxxx
Xxxxxxxx Company, Inc.
000 Xxxxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxx 00000
Facsimile: (000) 000-0000
(b) if to Weeks, addressed to:
Xxxx X. Xxxxx
0 Xxxxxx Xxxx Xxxxxx
Xxxxx 0
Xxxxxxxxxx, Xxxxxxx 00000
Facsimile: (000) 000-0000
With a copy to:
Xxxxxx X. Xxxxxxx
Berkowitz, Lefkovits, Xxxx & Xxxxxxx
1600 SouthTurst Tower
000 00xx Xxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000-0000
Facsimile: (000) 000-0000
6. Miscellaneous.
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(a) Governing Law. This Agreement shall be interpreted, construed and
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enforced according to the laws of the State of Delaware.
(b) Captions. The captions or headings in this Agreement are made for
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convenience and general reference only and shall not be construed to describe,
define or limit the scope or intent of the provisions of this Agreement.
(c) Binding Effect. This Agreement shall be binding upon the parties
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hereto, their heirs, legal representatives, successors, assigns, and legatees;
provided, however, that
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Xxxxxxxx agrees not to transfer or assign its rights under this Agreement,
except to an affiliated entity, without the prior written consent of Weeks.
(d) Entire Agreement. This Agreement contains the entire agreement of the
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parties, and may not be revoked, modified or amended in any manner without the
prior written consent of the parties hereto.
(e) Further Acts. Each party hereby agrees to perform any acts and to
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execute and deliver any documents which may be reasonably necessary to carry out
the provisions of this Agreement.
(f) Counterparts. This Agreement may be executed in two or more
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counterparts, each of which shall for all purposes be deemed to be an original,
but each of which, when so executed, shall constitute but one and the same
instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement or caused
this Agreement to be executed on their behalf as of the date and year first
above written.
XXXXXXXX COMPANY, INC.
an Alabama corporation
By /s/ Xxx X. Xxxxxxxx, Xx.
___________________________
XXX X. XXXXXXXX, XX.
Its President
/s/ Xxxx X. Xxxxx
______________________________
XXXX X. XXXXX, an individual
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