Full Doc
 | 2001 |
Security Capital Agrees to Sell Carramerica Shares
Security Capital Agrees to Sell Carramerica Shares (1K)
Doc #254991: This document is immediately available for purchase, but does not have a preview available for viewing.
{DOCUMENT}
{TYPE}EX-99
{SEQUENCE}3
{FILENAME}december17-exh21.txt
{DESCRIPTION}EXHIBIT 21 - PRESS RELEASE
{TEXT}
Exhibit 21
----------
Security Capital Agrees to Sell CarrAmerica Shares
CHICAGO, Dec 14, 2001 -- Security Capital Group Incorporated (NYSE: SCZ)
announced today that the secondary public offering of Security Capital's shares
of common stock of CarrAmerica Realty Corporation (NYSE: CRE) was priced
yesterday. Security Capital has agreed to sell 16,872,537 shares in the
offering, and the underwriters have a 30-day overallotment option for an
additional 2,530,880 shares. The shares will be offered to the public at $28.37
per share. Goldman, Sachs & Co. is the sole bookrunner of the offering. Salomon
Smith Barney, Legg Mason Wood Walker Incorporated, Wachovia Securities, Banc of
America Securities LLC, Deutsche Banc Alex. Brown and A.G. Edwards & Sons, Inc.
are co-managers. This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities.
SOURCE Security Capital Group Incorporated
CONTACT: William R. (Todd) Fowler or Frances W. Josephic,
+1-800-988-4304, both of Security Capital Group Incorporated
{/TEXT}
{/DOCUMENT}
254991
|
 A.G. Edwards
As referenced in this Security Capital Agrees to Sell Carramerica Shares:
A.G. Edwards & Sons, – of the offering. Salomon
Smith Barney, Legg Mason Wood Walker Incorporated, Wachovia Securities, Banc of
America Securities LLC, Deutsche Banc Alex. Brown and A.G. Edwards & Sons, Inc.
are co-managers. This press release shall not constitute an offer to sell or the
solicitation of an offer to buy
_____________
dt 117464
;
CarrAmerica
As referenced in this Security Capital Agrees to Sell Carramerica Shares:
CarrAmerica Realty – 2001 -- Security Capital Group Incorporated (NYSE: SCZ)
announced today that the secondary public offering of Security Capital's shares
of common stock of CarrAmerica Realty Corporation (NYSE: CRE) was priced
yesterday. Security Capital has agreed to sell 16,872,537 shares in the
offering, and the underwriters have
_____________
dt 110879
;
|
BofA Securities
As referenced in this Security Capital Agrees to Sell Carramerica Shares:
Banc of
America Securities LLC – 37
per share. Goldman, Sachs & Co. is the sole bookrunner of the offering. Salomon
Smith Barney, Legg Mason Wood Walker Incorporated, Wachovia Securities, Banc of
America Securities LLC , Deutsche Banc Alex. Brown and A.G. Edwards & Sons, Inc.
are co-managers. This press release shall not constitute an offer to
_____________
dt 122420
;
Goldman, Sachs
As referenced in this Security Capital Agrees to Sell Carramerica Shares:
Goldman, Sachs & Co. – day overallotment option for an
additional 2,530,880 shares. The shares will be offered to the public at $28.37
per share. Goldman, Sachs & Co. is the sole bookrunner of the offering. Salomon
Smith Barney, Legg Mason Wood Walker Incorporated, Wachovia Securities, Banc of
America Securities LLC,
_____________
dt 125698
|
| Full Doc
| 2001 |
Security Capital to Sell CarrAmerica Shares In Secondary Public Offering
Security Capital to Sell CarrAmerica Shares In Secondary Public Offering (1K)
Doc #254993: This document is immediately available for purchase, but does not have a preview available for viewing.
{DOCUMENT}
{TYPE}EX-99
{SEQUENCE}3
{FILENAME}december3-exh20.txt
{DESCRIPTION}EXHIBIT 20 - PRESS RELEASE
{TEXT}
Exhibit 20
----------
NEWS RELEASE
------------
Contact:
William R. (Todd) Fowler
Frances W. Josephic
(800) 988-4304
SECURITY CAPITAL TO SELL CARRAMERICA SHARES
IN SECONDARY PUBLIC OFFERING
CHICAGO (December 3, 2001) - Security Capital Group Incorporated (NYSE: SCZ)
announced today that CarrAmerica Realty Corporation (NYSE: CRE) has filed a
prospectus supplement to the effective shelf registration statement for Security
Capital under which Security Capital will offer 16,872,537 shares of common
stock of CarrAmerica owned by Security Capital in an underwritten public
offering. The underwriters have the option to purchase up to an additional
2,530,880 shares from Security Capital. Goldman, Sachs & Co. will be the sole
bookrunner of the offering. Salomon Smith Barney, Legg Mason Wood Walker
Incorporated, Wachovia Securities, Banc of America Securities LLC, Deutsche Banc
Alex. Brown and A.G. Edwards & Sons, Inc. will be co-managers. The offering is
expected to occur over the next several weeks.
###
THIS COMMUNICATION DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF
AN OFFER TO BUY ANY SECURITIES.
{/TEXT}
{/DOCUMENT}
254993
|
A.G. Edwards
As referenced in this Security Capital to Sell CarrAmerica Shares In Secondary Public Offering:
A.G. Edwards & Sons, – of the offering. Salomon Smith Barney, Legg Mason Wood Walker
Incorporated, Wachovia Securities, Banc of America Securities LLC, Deutsche Banc
Alex. Brown and A.G. Edwards & Sons, Inc. will be co-managers. The offering is
expected to occur over the next several weeks.
###
THIS COMMUNICATION DOES NOT CONSTITUTE AN
_____________
dt 117465
;
CarrAmerica
As referenced in this Security Capital to Sell CarrAmerica Shares In Secondary Public Offering:
CarrAmerica Realty – SECURITY CAPITAL TO SELL CARRAMERICA SHARES
IN SECONDARY PUBLIC OFFERING
CHICAGO (December 3, 2001) - Security Capital Group Incorporated (NYSE: SCZ)
announced today that CarrAmerica Realty Corporation (NYSE: CRE) has filed a
prospectus supplement to the effective shelf registration statement for Security
Capital under which Security Capital will offer
_____________
dt 110881
;
BofA Securities
As referenced in this Security Capital to Sell CarrAmerica Shares In Secondary Public Offering:
Banc of America Securities LLC – Security Capital. Goldman, Sachs & Co. will be the sole
bookrunner of the offering. Salomon Smith Barney, Legg Mason Wood Walker
Incorporated, Wachovia Securities, Banc of America Securities LLC , Deutsche Banc
Alex. Brown and A.G. Edwards & Sons, Inc. will be co-managers. The offering is
expected to occur over the
_____________
dt 122421
;
|
Goldman, Sachs
As referenced in this Security Capital to Sell CarrAmerica Shares In Secondary Public Offering:
Goldman, Sachs & Co. – in an underwritten public
offering. The underwriters have the option to purchase up to an additional
2,530,880 shares from Security Capital. Goldman, Sachs & Co. will be the sole
bookrunner of the offering. Salomon Smith Barney, Legg Mason Wood Walker
Incorporated, Wachovia Securities, Banc of America Securities
_____________
dt 125699
;
Legg Mason
As referenced in this Security Capital to Sell CarrAmerica Shares In Secondary Public Offering:
Legg Mason Wood Walker
– an additional
2,530,880 shares from Security Capital. Goldman, Sachs & Co. will be the sole
bookrunner of the offering. Salomon Smith Barney, Legg Mason Wood Walker
Incorporated, Wachovia Securities, Banc of America Securities LLC, Deutsche Banc
Alex. Brown and A.G. Edwards & Sons, Inc. will be co-managers.
_____________
dt 108010
|
Preview
Full Doc
| 2003 | |
Innkeepers USA
As referenced in this Innkeepers USA Trust Prices Offering of Series C Cumulative Preferred Shares:
Innkeepers USA Trust – Contact:
David Bulger (Company)
Jerry Daly or Carol McCune
CFO, Treasurer and EVP
Daly Gray (Media)
(561) 835-1800 x302
(703) 435-6293
Innkeepers USA Trust Prices Offering of Series C Cumulative Preferred Shares
PALM BEACH, Fla., December 18, 2003Innkeepers USA Trust (NYSE: KPA), a hotel real estate investment
_____________
Innkeepers USA Trust – from the offering to redeem all of the companys outstanding 8.625% Series A cumulative convertible preferred shares and for general corporate purposes.
Innkeepers USA Trust
Page 2
The Series C cumulative preferred shares are expected to trade on the New York Stock Exchange under the symbol, KPA
_____________
Innkeepers USA Trust – the forward-looking statements. Such risks and uncertainties include the risk that the offering of the Series C preferred shares may not close.
Innkeepers USA Trust is a hotel real estate investment trust (REIT) and a leading owner of upscale, extended-stay hotel properties throughout the United States. The
_____________
dt 176914
;
|
Credit Lyonnais
As referenced in this Innkeepers USA Trust Prices Offering of Series C Cumulative Preferred Shares:
Credit Lyonnais Securities (USA) – G. Edwards & Sons, Inc. and Wachovia Securities. Co-managing underwriters are Legg Mason Wood Walker, Incorporated, RBC Capital Markets, BB&T Capital Markets, Credit Lyonnais Securities (USA) Inc. and Ferris, Baker Watts, Incorporated. A copy of the prospectus supplement and accompanying prospectus relating to the Series C preferred shares
_____________
dt 183203
;
Legg Mason
As referenced in this Innkeepers USA Trust Prices Offering of Series C Cumulative Preferred Shares:
Legg Mason Wood Walker, – 30 days after closing.
Co-lead managers for the offering are A.G. Edwards & Sons, Inc. and Wachovia Securities. Co-managing underwriters are Legg Mason Wood Walker, Incorporated, RBC Capital Markets, BB&T Capital Markets, Credit Lyonnais Securities (USA) Inc. and Ferris, Baker Watts, Incorporated. A copy of the
_____________
dt 173134
|
Preview
Full Doc
| 2004 | |
Innkeepers USA
As referenced in this Innkeepers USA Trust Completes Offering of Series C Cumulative Preferred Shares:
Innkeepers USA Trust – Contact:
David Bulger (Company)
Jerry Daly or Carol McCune
CFO, Treasurer and EVP
Daly Gray (Media)
(561) 835-1800 x302
(703) 435-6293
Innkeepers USA Trust Completes Offering of Series C Cumulative Preferred Shares
PALM BEACH, Fla., January 20, 2004Innkeepers USA Trust (NYSE: KPA) today announced that it has
_____________
Innkeepers USA Trust – to redeem all of the companys outstanding 8.625% Series A cumulative convertible preferred shares and the balance for general corporate purposes.
- more -
Innkeepers USA Trust
Page 2
The Series C cumulative preferred shares will trade on the New York Stock Exchange under the symbol, KPA pc, within
_____________
Innkeepers USA Trust – the forward-looking statements. Such risks and uncertainties include the risk that the offering of the Series C preferred shares may not close.
Innkeepers USA Trust is a hotel real estate investment trust (REIT) and a leading owner of upscale, extended-stay hotel properties throughout the United States. The
_____________
dt 176908
;
|
Credit Lyonnais
As referenced in this Innkeepers USA Trust Completes Offering of Series C Cumulative Preferred Shares:
Credit Lyonnais Securities (USA) – G. Edwards & Sons, Inc. and Wachovia Securities. Co-managing underwriters were Legg Mason Wood Walker, Incorporated, RBC Capital Markets, BB&T Capital Markets, Credit Lyonnais Securities (USA) Inc. and Ferris, Baker Watts, Incorporated. A copy of the prospectus supplement and accompanying prospectus relating to the Series C preferred shares
_____________
dt 183201
;
Legg Mason
As referenced in this Innkeepers USA Trust Completes Offering of Series C Cumulative Preferred Shares:
Legg Mason Wood Walker, – 30 days after closing.
Co-lead managers for the offering were A.G. Edwards & Sons, Inc. and Wachovia Securities. Co-managing underwriters were Legg Mason Wood Walker, Incorporated, RBC Capital Markets, BB&T Capital Markets, Credit Lyonnais Securities (USA) Inc. and Ferris, Baker Watts, Incorporated. A copy of the
_____________
dt 173132
|
Preview
Full Doc
| 2004 |
Additional Compensation Agreement
Additional Compensation Agreement (23K)
Doc #1933191: Click preview link for longer preview.
ADDITIONAL COMPENSATION AGREEMENT
September 28, 2004
Deutsche Investment Management Americas Inc.
55 East Monroe Street
Chicago, Illinois 60603
Ladies and Gentlemen:
Reference is made to the Purchase Agreement dated September 23, 2004 (the
"Purchase Agreement"), by and among Scudder Global Commodities Stock Fund, Inc.,
a closed-end management investment company (the "Fund"), Deutsche Investment
Management Americas Inc. ("DeIM" or the "Investment Adviser") . . .
1933191
|
A.G. Edwards
As referenced in this Additional Compensation Agreement:
A.G. Edwards & Sons, Inc – price of the Common Shares. Merrill Lynch, Pierce,
Fenner & Smith Incorporated will receive additional compensation which will not
exceed [ ]% of the aggregate initial offering price of the Common Shares, and
A.G. Edwards & Sons, Inc . will received additional compensation which will not
exceed [ ]% of the aggregate initial offering price of the Common Shares.
SECTION 5. Term. This Additional Compensation Agreement shall continue
coterminously with
_____________
dt 1562009
;
|
UBS Securities
As referenced in this Additional Compensation Agreement:
UBS Securities LLC – value of Common Shares
plus the liquidation preference of any Fund preferred stock plus the principal
amount of any borrowings) (the "Managed Assets") attributable to the Common
Shares sold by UBS Securities LLC in the offering; and provided, further, that
such payments shall not exceed the "Maximum Additional Compensation Amount" (as
defined in Section 4 hereof). The Additional Compensation shall be payable
_____________
UBS
Securities LLC – in Section 4 hereof). The Additional Compensation shall be payable as
set forth in Section 3 hereof.
SECTION 1. Qualifying Underwriters.
(a) For the purposes of this Additional Compensation Agreement, UBS
Securities LLC shall be a "Qualifying Underwriter." Within 60 days following the
Closing Date, the Qualifying Underwriters shall prepare or cause to be prepared
and provide to DeIM a chart listing
_____________
UBS SECURITIES LLC – us a counterpart hereof, whereupon this
instrument, along with all counterparts, will become a binding agreement among
DeIM and the Qualifying Underwriters in accordance with its terms.
Very truly yours,
UBS SECURITIES LLC
By: ___________________________________
Name:
Title:
CONFIRMED AND ACCEPTED,
as of the date first above written:
DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC.
By: _____________________________
Name:
Title:
{PAGE}
SCHEDULE A
{TABLE}
{CAPTION}
AGGREGATE
_____________
UBS Securities LLC – AMERICAS INC.
By: _____________________________
Name:
Title:
{PAGE}
SCHEDULE A
{TABLE}
{CAPTION}
AGGREGATE
NAME OF QUALIFYING PURCHASE PRICE TO PUBLIC PRO RATA
UNDERWRITER OF COMMON SHARES SOLD PERCENTAGE
----------- --------------------- ----------
{S} {C} {C}
UBS Securities LLC $[ ]
{/TABLE}
5
{PAGE}
UBS SECURITIES LLC INDEMNIFICATION AGREEMENT
September 28, 2004
UBS Securities LLC
299 Park Avenue
New York, New York 10171
In connection with the engagement of UBS
_____________
UBS SECURITIES LLC – PAGE}
SCHEDULE A
{TABLE}
{CAPTION}
AGGREGATE
NAME OF QUALIFYING PURCHASE PRICE TO PUBLIC PRO RATA
UNDERWRITER OF COMMON SHARES SOLD PERCENTAGE
----------- --------------------- ----------
{S} {C} {C}
UBS Securities LLC $[ ]
{/TABLE}
5
{PAGE}
UBS SECURITIES LLC INDEMNIFICATION AGREEMENT
September 28, 2004
UBS Securities LLC
299 Park Avenue
New York, New York 10171
In connection with the engagement of UBS Securities LLC ("UBS Securities")
to provide
_____________
dt 1599640
|
Preview
Full Doc
| 2003 |
Agreement and Plan of Merger
Agreement and Plan of Merger (175K)
Doc #263083: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
BY AND BETWEEN
PMC COMMERCIAL TRUST
AND
PMC CAPITAL, INC.
----------
DATED AS OF MARCH 27, 2003
----------
{PAGE}
TABLE OF CONTENTS
{Table}
{S} {C}
ARTICLE I THE MERGER..................................................................................2
1.1. The Merger..................................................................................2
1.2. Closing.....................................................................................2
1.3. Effective Time..............................................................................2
1.4. Effects of the Merger.......................................................................2
1.5. Charter and Bylaws..........................................................................2
1.6. Taking of Necessary Action..................................................................3
ARTICLE II BOARD AND OFFICERS OF THE SURVIVING ENTITY..................................................3
2.1. Board of the Surviving Entity...............................................................3
2.2. Officers of the Surviving Entity............................................................3
ARTICLE III EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE CONSTITUENT ENTITIES......................3
3.1. Effect on Capital Stock.....................................................................3
3.2. Capital Stock Options and Related Matters...................................................4
ARTICLE IV PAYMENT FOR SHARES; EXCHANGE OF CERTIFICATES................................................5
4.1. Exchange Agent..............................................................................5
4.2. Exchange Procedures.........................................................................5
4.3. Dividends and Distributions.................................................................6
4.4. No Further Ownership Rights in Capital Common Stock.........................................7
4.5. Termination of Exchange Fund................................................................7
4.6. No Liability................................................................................7
4.7. Lost Certificates...........................................................................7
4.8. Withholding Rights..........................................................................7
4.9. No Fractional Shares........................................................................8
4.10. Voting Rights...............................................................................8
ARTICLE V REPRESENTATIONS AND WARRANTIES OF CAPITAL...................................................9
5.1. Organization, Standing and Corporate Power of Capital.......................................9
5.2. Capital Subsidiaries........................................................................9
5.3. Capital Structure..........................................................................10
5.4. Authority; Noncontravention................................................................10
5.5. Consents...................................................................................11
5.6. SEC Documents; Financial Statements; Undisclosed Liabilities...............................12
5.7. Binding Effect.............................................................................12
5.8. Absence of Certain Changes or Events.......................................................12
5.9. Litigation.................................................................................13
5.10. Environmental Matters......................................................................13
5.11. Related Party Transactions.................................................................14
5.12. Absence of Changes in Benefit Plans; ERISA Compliance......................................14
{/Table}
{PAGE}
{Table}
{S} {C}
5.13. Properties.................................................................................15
5.14. Taxes......................................................................................16
5.15. No Payments to Employees, Officers or Directors............................................16
5.16. Brokers; Schedule of Fees and Expenses.....................................................17
5.17. Compliance with Laws.......................................................................17
5.18. Contracts; Debt Instruments................................................................17
5.19. Opinion of Financial Advisor...............................................................17
5.20. Takeover Statutes..........................................................................17
5.21. Registration Statement and Proxy Statement.................................................17
5.22. Vote Required..............................................................................18
ARTICLE VI REPRESENTATIONS AND WARRANTIES OF TRUST....................................................18
6.1. Organization, Standing and Power of Trust..................................................18
6.2. Trust Subsidiaries.........................................................................18
6.3. Capital Structure..........................................................................19
6.4. Authority; Noncontravention................................................................19
6.5. Consents...................................................................................20
6.6. SEC Documents; Financial Statements; Undisclosed Liabilities...............................20
6.7. Binding Effect.............................................................................21
6.8. Absence of Certain Changes or Events.......................................................21
6.9. Litigation.................................................................................22
6.10. Environmental Matters......................................................................22
6.11. Related Party Transactions.................................................................22
6.12. Properties.................................................................................22
6.13. Taxes......................................................................................23
6.14. No Payments to Employees, Officers or Trust Managers.......................................24
6.15. Employees..................................................................................24
6.16. Brokers; Schedule of Fees and Expenses.....................................................24
6.17. Compliance with Laws.......................................................................24
6.18. Contracts; Debt Instruments................................................................24
6.19. Opinion of Financial Advisor...............................................................25
6.20. Takeover Statutes..........................................................................25
6.21. Registration Statement and Proxy Statement.................................................25
6.22. Vote Required..............................................................................25
ARTICLE VII COVENANTS..................................................................................25
7.1. Conduct of Business by Capital.............................................................25
7.2. Conduct of Business by Trust...............................................................27
7.3. Other Actions..............................................................................28
ARTICLE VIII ADDITIONAL COVENANTS.......................................................................28
8.1. Preparation of the Registration Statement and the Proxy Statement;
Capital Shareholders Meeting and Trust Shareholders Meeting................................28
8.2. Access to Information; Confidentiality.....................................................29
8.3. Commercially Reasonable Efforts; Notification..............................................30
8.4. Hart-Scott-Rodino..........................................................................31
{/Table}
ii
{PAGE}
{Table}
{S} {C}
8.5. SBA Approval...............................................................................31
8.6. Updating Schedules.........................................................................31
8.7. Affiliates.................................................................................31
8.8. Tax Treatment..............................................................................31
8.9. Trust Board of Trust Managers..............................................................31
8.10. No Solicitation of Transactions............................................................31
8.11. Public Announcements.......................................................................32
8.12. Post-Merger Dividend.......................................................................32
8.13. Listing....................................................................................32
8.14. Benefit Plans and Other Employee Arrangements..............................................32
8.15. Indemnification; Directors' and Officers' Insurance........................................33
ARTICLE IX CONDITIONS PRECEDENT.......................................................................35
9.1. Conditions to Each Party's Obligation to Effect the Merger.................................35
9.2. Conditions to Obligations of Trust.........................................................36
9.3. Conditions to Obligations of Capital.......................................................37
ARTICLE X BOARD ACTIONS..............................................................................38
10.1. Board Actions..............................................................................38
ARTICLE XI TERMINATION, AMENDMENT AND WAIVER..........................................................38
11.1. Termination................................................................................38
11.2. Expenses...................................................................................40
11.3. Effect of Termination......................................................................41
11.4. Amendment..................................................................................41
11.5. Extension; Waiver..........................................................................41
ARTICLE XII GENERAL PROVISIONS.........................................................................41
12.1. Nonsurvival of Representations and Warranties..............................................41
12.2. Notices....................................................................................41
12.3. Interpretation.............................................................................42
12.4. Counterparts...............................................................................42
12.5. Exhibits and Schedules.....................................................................42
12.6. Entire Agreement; No Third-Party Beneficiaries.............................................43
12.7. GOVERNING LAW..............................................................................43
12.8. Assignment.................................................................................43
12.9. Enforcement................................................................................43
12.10. Severability...............................................................................43
{/Table}
iii
{PAGE}
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER (the "Agreement"), dated as of March
27, 2003, is made and entered into by and between PMC Commercial Trust, a Texas
real estate investment trust ("Trust"), and PMC Capital, Inc., a Florida
corporation that has elected to be regulated as a business development company
under the Investment Company Act of 1940, as amended ("Capital"). Trust and
Capital are referred to herein, from time to time, individually as a "Party" and
together as the "Parties."
RECITALS
WHEREAS, the Board of Directors of Capital and the Board of Trust
Managers of Trust have approved and deem it advisable and in the best interests
of their respective shareholders to consummate the merger transaction provided
for herein whereby Capital will merge with and into Trust (the "Merger") in
accordance with applicable state law and, upon the terms and subject to the
conditions set forth in this Agreement, the holders of shares of common stock,
par value $0.01 per share, of Capital (the "Capital Common Stock") will be
entitled, subject to the terms and conditions hereof, to receive common shares
of beneficial interest, par value $0.01 per share, of Trust (the "Trust Common
Shares");
WHEREAS, Trust and Capital desire to make certain representations,
warranties, covenants and agreements in connection with the Merger and also to
prescribe various conditions to the Merger;
WHEREAS, for federal income tax purposes it is intended that the Merger
qualify as a reorganization within the meaning of Section 368(a) of the Internal
Revenue Code of 1986, as amended (the "Code"), and this Agreement constitutes a
plan of reorganization under Section 368 of the Code;
WHEREAS, concurrently with the execution of this Agreement and as an
inducement to Trust to enter into this Agreement, each of the Persons listed on
Annex A has entered into a voting agreement (the "Capital Voting Agreement")
pursuant to which each such Person has agreed, among other things, to vote its
shares of Capital Common Stock in favor of this Agreement, the Merger and any
other matter that requires its vote in connection with the transactions
contemplated by this Agreement;
WHEREAS, concurrently with the execution of this Agreement and as an
inducement to Capital to enter into this Agreement, each of the Persons listed
on Annex B has entered into a voting agreement (the "Trust Voting Agreement")
pursuant to which each such Person has agreed, among other things, to vote its
Trust Common Shares in favor of this Agreement, the Merger and any other matter
that requires its vote in connection with the transactions contemplated by this
Agreement; and
WHEREAS, the transactions contemplated by this Agreement, the Capital
Voting Agreement, the Trust Voting Agreement and the other agreements and
documents contemplated hereby, including, without limitation, the Merger, shall
be referred to collectively in this Agreement as the "Transactions."
{PAGE}
NOW, THEREFORE, in consideration of the representations, warranties,
covenants and agreements contained in this Agreement, the parties hereto agree
as follows:
ARTICLE I
THE MERGER
1.1. THE MERGER. Subject to the terms and conditions of this Agreement
and in accordance with the Florida Business Corporation Act (the "FBCA") and the
Texas Real Estate Investment Trust Act (the "REIT Act"), at the Effective Time,
Trust and Capital shall consummate the Merger pursuant to which (a) Capital
shall be merged with and into Trust and the separate corporate existence of
Capital shall thereupon cease, (b) Trust shall be the successor or surviving
entity in the Merger (the "Surviving Entity"), shall succeed to and assume all
rights and obligations of Capital and shall continue to be governed by Trust's
Amended and Restated Declaration of Trust, as amended and restated at the
Effective Time, Trust's Bylaws and the laws of the State of Texas, including the
REIT Act and (c) the separate corporate existence of Trust with all its rights,
privileges, immunities, powers and franchises shall continue unaffected by the
Merger.
1.2. CLOSING. The closing of the Merger (the "Closing") shall take
place at 10:00 a.m. on a date to be specified by the Parties (the "Closing
Date"), which Closing Date shall be no later than the second business day after
satisfaction or waiver of all of the conditions set forth in Article IX hereof
(other than those conditions that by their terms are to be satisfied at the
Closing, but subject to the satisfaction or waiver of those conditions), at the
offices of Locke Liddell & Sapp LLP, 2200 Ross Avenue, Suite 2200, Dallas, Texas
75201, unless another time, date or place is agreed to in writing by the Parties
hereto.
1.3. EFFECTIVE TIME. Subject to the provisions of this Agreement, as
soon as practicable on the Closing Date, Trust and Capital shall file articles
of merger, or other appropriate documents (the "Articles of Merger"), executed
in accordance with the relevant provisions of the FBCA and REIT Act,
respectively, and as soon as practicable on or after the Closing Date, the
Parties shall make all other filings or recordings required under the FBCA and
the REIT Act. The Merger shall become effective upon the later of (a) the filing
of the Articles of Merger with the Dallas County Clerk, Dallas, Texas in
accordance with the REIT Act and (b) the filing of the Articles of Merger with
the Secretary of State of the State of Florida in accordance with the FBCA, or
at such other time, if any, as Trust and Capital shall agree and designate in
such filings in accordance with applicable law (the time the Merger becomes
effective being the "Effective Time").
1.4. EFFECTS OF THE MERGER. The Merger shall have the effects set forth
in the FBCA and the REIT Act and this Agreement.
1.5. CHARTER AND BYLAWS. The Amended and Restated Declaration of Trust
of Trust (the "Charter"), as in effect immediately prior to the Effective Time,
shall be the Declaration of Trust of the Surviving Entity (the "Surviving Entity
Charter") until thereafter changed or amended as provided therein or by
applicable law. The Bylaws of the Trust, as in effect immediately prior to the
263083
|
A.G. Edwards
As referenced in this Agreement and Plan of Merger:
A.G. Edwards & Sons, – or any Capital Subsidiary.
5.16. BROKERS; SCHEDULE OF FEES AND EXPENSES. No broker, investment
banker, financial advisor or other person, other than A.G. Edwards & Sons, Inc.
("A.G. Edwards"), the fees and expenses of which have previously been disclosed
to Trust and will be paid by Capital,
_____________
dt 162924
;
PMC Commercial
As referenced in this Agreement and Plan of Merger:
PMC COMMERCIAL TRUST
– 3
{FILENAME}d04015exv2w2.txt
{DESCRIPTION}EX-2.2 AGREEMENT AND PLAN OF MERGER
{TEXT}
{PAGE}
AGREEMENT AND PLAN OF MERGER
BY AND BETWEEN
PMC COMMERCIAL TRUST
AND
PMC CAPITAL, INC.
----------
DATED AS OF MARCH 27, 2003
----------
{PAGE}
TABLE OF CONTENTS
{Table}
{S} {C}
ARTICLE I THE MERGER..................................................................................2
_____________
PMC Commercial Trust, – MERGER
THIS AGREEMENT AND PLAN OF MERGER (the "Agreement"), dated as of March
27, 2003, is made and entered into by and between PMC Commercial Trust, a Texas
real estate investment trust ("Trust"), and PMC Capital, Inc., a Florida
corporation that has elected to be regulated as a
_____________
PMC Commercial Trust
– such other
address or telecopy number for a party as shall be specified by like notice):
41
{PAGE}
(a) if to Trust, to
PMC Commercial Trust
18111 Preston Road, Suite 600
Dallas, Texas 75252
Attention: Andrew S. Rosemore
Facsimile: (972) 349-3265
with a copy to:
Locke Liddell &
_____________
PMC COMMERCIAL TRUST
– Capital have caused this Agreement to be
signed by their respective officers thereunto duly authorized, all as of the
date first written above.
PMC COMMERCIAL TRUST
By: /s/ Andrew S. Rosemore
Name: Andrew S. Rosemore
Title: Executive Vice President and COO
PMC CAPITAL, INC.
By: /s/ Lance B.
_____________
dt 145360
;
U.S. Bancorp
As referenced in this Agreement and Plan of Merger:
U.S. Bancorp – it to hire any employees or enter into any employment
arrangements.
6.16. BROKERS; SCHEDULE OF FEES AND EXPENSES. No broker, investment
banker, financial advisor or other person, other than U.S. Bancorp Piper Jaffray
("Piper Jaffray"), the fees and expenses of which have previously been disclosed
to Capital and will be paid by Trust, is entitled to any broker's, finder's,
_____________
dt 1442487
;
|
U.S. Bancorp
As referenced in this Agreement and Plan of Merger:
U.S. Bancorp Piper Jaffray
– into any employment
arrangements.
6.16. BROKERS; SCHEDULE OF FEES AND EXPENSES. No broker, investment
banker, financial advisor or other person, other than U.S. Bancorp Piper Jaffray
("Piper Jaffray"), the fees and expenses of which have previously been disclosed
to Capital and will be paid by Trust, is entitled
_____________
dt 153037
;
 Locke Liddell
As referenced in this Agreement and Plan of Merger:
Locke Liddell – their terms are to be satisfied at the
Closing, but subject to the satisfaction or waiver of those conditions), at the
offices of Locke Liddell & Sapp LLP, 2200 Ross Avenue, Suite 2200, Dallas, Texas
75201, unless another time, date or place is agreed to in writing by
_____________
Locke Liddell – PMC Commercial Trust
18111 Preston Road, Suite 600
Dallas, Texas 75252
Attention: Andrew S. Rosemore
Facsimile: (972) 349-3265
with a copy to:
Locke Liddell & Sapp LLP
2200 Ross Avenue, Suite 2200
Dallas, Texas 75201
Attention: Kenneth L. Betts, Esq.
Facsimile: (214) 740-8800
(b) if to
_____________
dt 140133
;
More... |
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Full Doc
| 2000 |
Agreement and Plan of Reorganization
Agreement and Plan of Reorganization (235K)
Doc #920979: Click preview link for longer preview.
<DESCRIPTION>REORGANIZATION AGREEMENT
<TEXT>
EXECUTION COPY
AGREEMENT AND PLAN OF REORGANIZATION
BY AND BETWEEN
RALCORP HOLDINGS, INC.
AND
AGRIBRANDS INTERNATIONAL, INC.,
DATED AS OF
AUGUST 7, 2000
<PAGE>
TABLE OF CONTENTS
------------- . . .
920979
|
A.G. Edwards
As referenced in this Agreement and Plan of Reorganization:
A.G.
Edwards & Sons, Inc – any liability for any brokerage fees, commissions
or finders' fees in connection with the transactions contemplated hereby other
than pursuant to the agreements with Banc of America Securities LLC and A.G.
Edwards & Sons, Inc ., accurate and complete copies of which have been provided
to Agribrands.
5.14. MATERIAL CONTRACTS.
-------------------
Neither Ralcorp nor any Ralcorp Subsidiary is a party or is subject to any
_____________
A.G. Edwards & Sons, Inc – 18. FAIRNESS OPINION.
-----------------
Ralcorp's Board of Directors and the Special Committee of the Ralcorp Board
of Directors received from their respective financial advisors, Banc of America
Securities LLC and A.G. Edwards & Sons, Inc ., opinions to the effect that the
Merger Consideration is fair to the holders of Ralcorp Common Stock from a
financial point of view.
5.19. TAKEOVER STATUTES AND CHARTER.
--------------------------------
_____________
dt 1323636
;
Ralcorp
As referenced in this Agreement and Plan of Reorganization:
RALCORP HOLDINGS, INC. –
EX-2.1
2
0002.txt
REORGANIZATION AGREEMENT
EXECUTION COPY
AGREEMENT AND PLAN OF REORGANIZATION
BY AND BETWEEN
RALCORP HOLDINGS, INC.
AND
AGRIBRANDS INTERNATIONAL, INC.,
DATED AS OF
AUGUST 7, 2000
TABLE OF CONTENTS
-----------------
PAGE
----
ARTICLE I. FORMATION OF HOLDING COMPANY AND SUBSIDIARIES 1
1.1. Organization of Holding
_____________
Ralcorp Holdings, Inc. – Takeover Statute 19
AGREEMENT AND PLAN OF REORGANIZATION
------------------------------------
This Agreement and Plan of Reorganization (the "Agreement") is made and
---------
entered into as of August 7, 2000, by and between Ralcorp Holdings, Inc. , a
Missouri corporation ("Ralcorp") and Agribrands International, Inc., a Missouri
-------
corporation ("Agribrands").
----------
Recitals
--------
A. The respective Special Committees of the Boards of Directors of
Agribrands and Ralcorp have recommended
_____________
Ralcorp Holdings, Inc. – copy to:
Bryan Cave LLP
211 North Broadway, Suite 3600
St. Louis, Missouri 63102-2750
Attention: Don G. Lents, Esq.
Telecopy: (314) 259-2020
and
(ii) if to Ralcorp, to:
Ralcorp Holdings, Inc.
800 Market Street
St. Louis, Missouri 63101
Attention: Chief Executive Officer
and President
Telecopy: (314) 877-7663
with a copy to:
Gibson, Dunn & Crutcher
333 South Grand Avenue
Los
_____________
RALCORP HOLDINGS, INC. – and delivered by their respective duly authorized officers as of the date
first above written.
AGRIBRANDS INTERNATIONAL, INC.
By: /s/ W. P. Stiritz
-------------------
Name: William Stiritz
Title: Chief Executive Officer
RALCORP HOLDINGS, INC.
By: /s/ J. R. Micheletto
---------------------
Name: J. R. Micheletto
Title: Chief Executive Officer and President
Schedule 1.2
-------------
DIRECTORS OF HOLDING COMPANY
William P. Stiritz - Chairman
David R.
_____________
/Ralcorp Holdings,
Inc. – Jay W. Brown
Martin K. Sneider
EXHIBIT A
---------
FORM OF
AGREEMENT AND PLAN OF MERGER
----------------------------
AGREEMENT AND PLAN OF MERGER (the "Agreement"), dated
_________, 2000, between [Agribrands International, Inc./Ralcorp Holdings,
Inc. ], a Missouri corporation (the "Company"), and Merger Sub ____, a Missouri
corporation ("Merger Sub ___").
WHEREAS, the Company has entered into an Agreement and Plan of
Reorganization dated as
_____________
dt 1335000
;
BofA Securities
As referenced in this Agreement and Plan of Reorganization:
Banc of America Securities LLC – any
broker or finder or incurred any liability for any brokerage fees, commissions
or finders' fees in connection with the transactions contemplated hereby other
than pursuant to the agreements with Banc of America Securities LLC and A.G.
Edwards & Sons, Inc., accurate and complete copies of which have been provided
to Agribrands.
5.14. MATERIAL CONTRACTS.
-------------------
Neither Ralcorp nor any Ralcorp Subsidiary is a
_____________
Banc of America
Securities LLC – a Ralcorp Material Adverse Effect.
5.18. FAIRNESS OPINION.
-----------------
Ralcorp's Board of Directors and the Special Committee of the Ralcorp Board
of Directors received from their respective financial advisors, Banc of America
Securities LLC and A.G. Edwards & Sons, Inc., opinions to the effect that the
Merger Consideration is fair to the holders of Ralcorp Common Stock from a
financial point of view.
_____________
dt 1355807
;
|
Bryan Cave
As referenced in this Agreement and Plan of Reorganization:
Bryan Cave – Merger and the Ralcorp
Merger.
(c) Subject to the terms and conditions of this Agreement, the closing
of the Mergers (the "Closing") shall take place (a) at the offices of Bryan Cave
-------
LLP, One Metropolitan Square, Suite 3600, St. Louis, Missouri, at 10:00 a.m.
local time, on the fifth Business Day following the day on which the last to
_____________
Bryan Cave – PAGE>
with a copy to:
Latham & Watkins
633 West 5th Street, Suite 4000
Los Angeles, CA 90071
Attention: Gary Olson, Esq.
Telecopy: (213) 891-8763
and with a copy to:
Bryan Cave LLP
211 North Broadway, Suite 3600
St. Louis, Missouri 63102-2750
Attention: Don G. Lents, Esq.
Telecopy: (314) 259-2020
and
(ii) if to Ralcorp, to:
Ralcorp Holdings, Inc.
_____________
Bryan Cave – 7663
with a copy to:
Gibson, Dunn & Crutcher
333 South Grand Avenue
Los Angeles, CA 90071
Attention: Andrew E. Bogen, Esq.
Telecopy: (213) 229-7520
and with a copy to:
Bryan Cave LLP
211 North Broadway, Suite 3600
St. Louis, Missouri 63102-2750
Attention: Don G. Lents, Esq.
Telecopy: (314) 259-2020
11.6. BINDING EFFECT; ASSIGNMENT.
----------------------------
This Agreement and all
_____________
Bryan Cave – Ralcorp and Agribrands shall pay
one-half of the expenses related to printing, filing and mailing the Form S-4
and the Proxy Statement/Prospectus, the fees and expenses of Bryan Cave LLP and
all SEC and other regulatory filing fees incurred in connection with the Mergers
or the issuance of the Holding Company Common Stock. Without limiting the
generality of
_____________
dt 1392536
;
Gibson Dunn
As referenced in this Agreement and Plan of Reorganization:
Gibson, Dunn – and
(ii) if to Ralcorp, to:
Ralcorp Holdings, Inc.
800 Market Street
St. Louis, Missouri 63101
Attention: Chief Executive Officer
and President
Telecopy: (314) 877-7663
with a copy to:
Gibson, Dunn & Crutcher
333 South Grand Avenue
Los Angeles, CA 90071
Attention: Andrew E. Bogen, Esq.
Telecopy: (213) 229-7520
and with a copy to:
Bryan Cave LLP
211 North Broadway,
_____________
dt 1483689
;
Latham & Watkins
As referenced in this Agreement and Plan of Reorganization:
Latham & Watkins – Agribrands International, Inc.
9811 South Forty Dr.
St. Louis, Missouri 63124
Attention: Chairman of the Board, Chief Executive
Officer and President
Telecopy: (314) 812-0409
with a copy to:
Latham & Watkins
633 West 5th Street, Suite 4000
Los Angeles, CA 90071
Attention: Gary Olson, Esq.
Telecopy: (213) 891-8763
and with a copy to:
Bryan Cave LLP
211 North Broadway,
_____________
dt 1339193
|
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Full Doc
| 2000 |
Agreement and Plan of Reorganization
Agreement and Plan of Reorganization (231K)
Doc #1577774: Click preview link for longer preview.
AGREEMENT AND PLAN OF REORGANIZATION
BY AND BETWEEN
RALCORP HOLDINGS, INC.
AND
AGRIBRANDS INTERNATIONAL, INC.,
DATED AS OF
AUGUST 7, 2000
================================================================================
<PAGE>
Table of Contents
Page
ARTICLE . . .
1577774
|
A.G. Edwards
As referenced in this Agreement and Plan of Reorganization:
A.G. Edwards & Sons, Inc – any
liability for any brokerage fees, commissions or finders' fees in connection
with the transactions contemplated hereby other than pursuant to the agreements
with Banc of America Securities LLC and A.G. Edwards & Sons, Inc ., accurate and
complete copies of which have been provided to Agribrands.
5.14. Material Contracts. Neither Ralcorp nor any Ralcorp Subsidiary
is a party or is subject to any
_____________
A.G. Edwards & Sons,
Inc – 18. Fairness Opinion. Ralcorp's Board of Directors and the Special
Committee of the Ralcorp Board of Directors received from their respective
financial advisors, Banc of America Securities LLC and A.G. Edwards & Sons,
Inc ., opinions to the effect that the Merger Consideration is fair to the
holders of Ralcorp Common Stock from a financial point of view.
5.19. Takeover Statutes and Charter.
_____________
dt 1323673
;
Ralcorp
As referenced in this Agreement and Plan of Reorganization:
RALCORP HOLDINGS, INC. – DOCUMENT>
EX-2.1
2
0002.txt
AGREEMENT AND PLAN OF REORGANIZATION
Exhibit 2.1
Execution Copy
================================================================================
AGREEMENT AND PLAN OF REORGANIZATION
BY AND BETWEEN
RALCORP HOLDINGS, INC.
AND
AGRIBRANDS INTERNATIONAL, INC.,
DATED AS OF
AUGUST 7, 2000
================================================================================
Table of Contents
Page
ARTICLE I.FORMATION OF HOLDING COMPANY AND SUBSIDIARIES........................1
1.1. Organization of Holding
_____________
Ralcorp Holdings, Inc. – Statute..............................................................19
iii
AGREEMENT AND PLAN OF REORGANIZATION
This Agreement and Plan of Reorganization (the "Agreement") is made and
entered into as of August 7, 2000, by and between Ralcorp Holdings, Inc. , a
Missouri corporation ("Ralcorp") and Agribrands International, Inc., a Missouri
corporation ("Agribrands").
Recitals
A. The respective Special Committees of the Boards of Directors
of Agribrands and Ralcorp have recommended
_____________
Ralcorp Holdings, Inc. – copy to:
Bryan Cave LLP
211 North Broadway, Suite 3600
St. Louis, Missouri 63102-2750
Attention: Don G. Lents, Esq.
Telecopy: (314) 259-2020
and
(ii) if to Ralcorp, to:
Ralcorp Holdings, Inc.
800 Market Street
St. Louis, Missouri 63101
Attention: Chief Executive Officer
and President
Telecopy: (314) 877-7663
53
with a copy to:
Gibson, Dunn & Crutcher
333 South Grand
_____________
RALCORP HOLDINGS, INC. – their respective duly authorized officers as of
the date first above written.
AGRIBRANDS INTERNATIONAL, INC.
By: /s/ W.P. Stiritz
---------------------------------------
Name: W.P. Stiritz
-------------------------------------
Title: Chief Executive Officer and President
--------------------------------------
RALCORP HOLDINGS, INC.
By: /s/ J. R. Micheletto
-----------------------------------------
Name: J. R. Micheletto
---------------------------------------
Title: Chief Executive Officer and President
--------------------------------------
Schedule 1.2
DIRECTORS OF HOLDING COMPANY
William P. Stiritz - Chairman
David R.
_____________
/Ralcorp Holdings, Inc. – Jay W. Brown
Martin K. Sneider
EXHIBIT A
FORM OF
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER (the "Agreement"), dated _________, 2000,
between [Agribrands International, Inc./Ralcorp Holdings, Inc. ], a Missouri
corporation (the "Company"), and Merger Sub ____, a Missouri corporation
("Merger Sub ___").
WHEREAS, the Company has entered into an Agreement and Plan of
Reorganization dated as
_____________
dt 1335003
;
|
BofA Securities
As referenced in this Agreement and Plan of Reorganization:
Banc of America Securities LLC – any broker or finder or incurred any
liability for any brokerage fees, commissions or finders' fees in connection
with the transactions contemplated hereby other than pursuant to the agreements
with Banc of America Securities LLC and A.G. Edwards & Sons, Inc., accurate and
complete copies of which have been provided to Agribrands.
5.14. Material Contracts. Neither Ralcorp nor any Ralcorp Subsidiary
is a
_____________
Banc of America Securities LLC – a Ralcorp Material Adverse Effect.
5.18. Fairness Opinion. Ralcorp's Board of Directors and the Special
Committee of the Ralcorp Board of Directors received from their respective
financial advisors, Banc of America Securities LLC and A.G. Edwards & Sons,
Inc., opinions to the effect that the Merger Consideration is fair to the
holders of Ralcorp Common Stock from a financial point of view.
_____________
dt 1357621
;
Bryan Cave
As referenced in this Agreement and Plan of Reorganization:
Bryan Cave – Merger and the Ralcorp Merger.
(c) Subject to the terms and conditions of this Agreement, the
closing of the Mergers (the "Closing") shall take place (a) at the offices of
Bryan Cave LLP, One Metropolitan Square, Suite 3600, St. Louis, Missouri, at
10:00 a.m. local time, on the fifth Business Day following the day on which the
last to
_____________
Bryan Cave – 0409
with a copy to:
Latham & Watkins
633 West 5th Street, Suite 4000
Los Angeles, CA 90071
Attention: Gary Olson, Esq.
Telecopy: (213) 891-8763
and with a copy to:
Bryan Cave LLP
211 North Broadway, Suite 3600
St. Louis, Missouri 63102-2750
Attention: Don G. Lents, Esq.
Telecopy: (314) 259-2020
and
(ii) if to Ralcorp, to:
Ralcorp Holdings, Inc.
_____________
Bryan Cave – PAGE>
with a copy to:
Gibson, Dunn & Crutcher
333 South Grand Avenue
Los Angeles, CA 90071
Attention: Andrew E. Bogen, Esq.
Telecopy: (213) 229-7520
and with a copy to:
Bryan Cave LLP
211 North Broadway, Suite 3600
St. Louis, Missouri 63102-2750
Attention: Don G. Lents, Esq.
Telecopy: (314) 259-2020
11.6. Binding Effect; Assignment. This Agreement and all
_____________
Bryan Cave – Ralcorp
and Agribrands shall pay one-half of the expenses related to printing, filing
and mailing the Form S-4 and the Proxy Statement/Prospectus, the fees and
expenses of Bryan Cave LLP and all SEC and other regulatory filing fees incurred
in connection with the Mergers or the issuance of the Holding Company Common
Stock. Without limiting the generality of
_____________
dt 1392676
;
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Full Doc
| 2003 |
Agreement and Plan of Merger
Agreement and Plan of Merger (176K)
Doc #1867019: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
BY AND BETWEEN
PMC COMMERCIAL TRUST
AND
PMC CAPITAL, INC.
----------
DATED AS OF MARCH 27, 2003
----------
TABLE OF CONTENTS
. . .
1867019
|
A.G. Edwards
As referenced in this Agreement and Plan of Merger:
A.G. Edwards & Sons, Inc – any employee, officer
or director of Capital or any Capital Subsidiary.
5.16. BROKERS; SCHEDULE OF FEES AND EXPENSES. No broker, investment
banker, financial advisor or other person, other than A.G. Edwards & Sons, Inc .
("A.G. Edwards"), the fees and expenses of which have previously been disclosed
to Trust and will be paid by Capital, is entitled to any broker's, finder's,
_____________
dt 1638182
;
PMC Commercial
As referenced in this Agreement and Plan of Merger:
PMC COMMERCIAL TRUST
– {DOCUMENT}
{TYPE}EX-2.1
{SEQUENCE}3
{FILENAME}d04011exv2w1.txt
{DESCRIPTION}EX-2.1 AGREEMENT AND PLAN OF MERGER
{TEXT}
{PAGE}
AGREEMENT AND PLAN OF MERGER
BY AND BETWEEN
PMC COMMERCIAL TRUST
AND
PMC CAPITAL, INC.
----------
DATED AS OF MARCH 27, 2003
----------
{PAGE}
TABLE OF CONTENTS
{Table}
{S} {C}
ARTICLE I THE MERGER..................................................................................2
1.1. The Merger..................................................................................2
1.2.
_____________
PMC Commercial Trust, – Table}
iii
{PAGE}
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER (the "Agreement"), dated as of March
27, 2003, is made and entered into by and between PMC Commercial Trust, a Texas
real estate investment trust ("Trust"), and PMC Capital, Inc., a Florida
corporation that has elected to be regulated as a business development company
under the Investment Company
_____________
PMC Commercial Trust
– following addresses or telecopy numbers (or at such other
address or telecopy number for a party as shall be specified by like notice):
41
{PAGE}
(a) if to Trust, to
PMC Commercial Trust
18111 Preston Road, Suite 600
Dallas, Texas 75252
Attention: Andrew S. Rosemore
Facsimile: (972) 349-3265
with a copy to:
Locke Liddell & Sapp LLP
2200 Ross Avenue, Suite 2200
_____________
PMC COMMERCIAL TRUST
– 43
{PAGE}
IN WITNESS WHEREOF, Trust and Capital have caused this Agreement to be
signed by their respective officers thereunto duly authorized, all as of the
date first written above.
PMC COMMERCIAL TRUST
By: /s/ Andrew S. Rosemore
Name: Andrew S. Rosemore
Title: Executive Vice President and COO
PMC CAPITAL, INC.
By: /s/ Lance B. Rosemore
Name: Lance B. Rosemore
Title: Chief
_____________
dt 1622515
;
|
U.S. Bancorp
As referenced in this Agreement and Plan of Merger:
U.S. Bancorp – it to hire any employees or enter into any employment
arrangements.
6.16. BROKERS; SCHEDULE OF FEES AND EXPENSES. No broker, investment
banker, financial advisor or other person, other than U.S. Bancorp Piper Jaffray
("Piper Jaffray"), the fees and expenses of which have previously been disclosed
to Capital and will be paid by Trust, is entitled to any broker's, finder's,
_____________
dt 1609787
;
Locke Liddell
As referenced in this Agreement and Plan of Merger:
Locke Liddell – hereof
(other than those conditions that by their terms are to be satisfied at the
Closing, but subject to the satisfaction or waiver of those conditions), at the
offices of Locke Liddell & Sapp LLP, 2200 Ross Avenue, Suite 2200, Dallas, Texas
75201, unless another time, date or place is agreed to in writing by the Parties
hereto.
1.3. EFFECTIVE TIME.
_____________
Locke Liddell – 41
{PAGE}
(a) if to Trust, to
PMC Commercial Trust
18111 Preston Road, Suite 600
Dallas, Texas 75252
Attention: Andrew S. Rosemore
Facsimile: (972) 349-3265
with a copy to:
Locke Liddell & Sapp LLP
2200 Ross Avenue, Suite 2200
Dallas, Texas 75201
Attention: Kenneth L. Betts, Esq.
Facsimile: (214) 740-8800
(b) if to Capital, to
PMC Capital, Inc.
18111 Preston
_____________
dt 1625784
;
Sutherland
As referenced in this Agreement and Plan of Merger:
Sutherland, Asbill – Capital, to
PMC Capital, Inc.
18111 Preston Road, Suite 600
Dallas, Texas 75252
Attention: Lance B. Rosemore
Facsimile: (972) 349-3265
with a copy (which shall not constitute notice) to:
Sutherland, Asbill & Brennan LLP
1275 Pennsylvania Avenue, N.W.
Washington, D.C. 20004-2404
Attention: Steven B. Boehm, Esq.
Facsimile: (202) 637-3593
12.3. INTERPRETATION. When a reference is made
_____________
dt 1626072
|
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Full Doc
| 2002 |
Agreement of Limited Partnership [Amended and Restated No. 2]
Agreement of Limited Partnership [Amended and Restated No. 2] (226K)
Doc #144465: Click preview link for longer preview.
JOHN Q. HAMMONS HOTELS, L.P.
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP, dated as of November 23, 1994, is entered into by and among John Q.
Hammons Hotels, Inc., a Delaware corporation, as the General Partner, and the
Persons whose names are set forth on Exhibit A as attached hereto, as the
Limited Partners, together with any other Persons who become Partners in the
Partnership as provided herein.
WHEREAS, Hammons of Missouri, Inc., a Missouri corporation, as
general partner, and John Q. Hammons, as limited partner, previously formed a
limited partnership pursuant to an Agreement of Limited Partnership dated
September 5, 1989 (the "Initial Agreement"); and
WHEREAS, the Initial Agreement was amended and restated in its
entirety in an agreement dated February 11, 1994 (the "Amended and Restated
Limited Partnership Agreement"), to reflect the admission of John Q. Hammons
Hotels, Inc., a Missouri corporation (to be renamed as of the Effective Date,
and referred to herein as, Hammons, Inc.) as the General Partner in the place
and stead of Hammons of Missouri, Inc.; and
WHEREAS, the parties hereto desire to amend and restate the
Amended and Restated Limited Partnership Agreement in its entirety to reflect
the admission of John Q. Hammons Hotels, Inc., a Delaware corporation, as the
General Partner in the place and stead of Hammons, Inc., to reflect the
conversion of the interest of Hammons, Inc. in the Partnership into a limited
partnership interest, and to reflect the terms and conditions herein set forth;
NOW, THEREFORE, in consideration of the mutual covenants set
forth herein, and for other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree to
enter into this Second Amended and Restated Partnership Agreement on the terms
which follow:
ARTICLE 1
DEFINED TERMS
The following definitions shall be for all purposes, unless
otherwise clearly indicated to the contrary, applied to the terms used in this
Agreement.
"Act" means the Delaware Revised Uniform Limited Partnership
Act, as it may be amended from time to time, and any successor to such statute.
"Additional Limited Partner" means a Person admitted to the
Partnership as a Limited Partner pursuant to Section 4.2 hereof and who is shown
as such on the books and records of the Partnership.
"Adjusted Capital Account" means the Capital Account
maintained for each Partner as of the end of each Partnership Year (i) increased
by any amounts which such Partner is obligated to restore pursuant to any
provision of this Agreement, or is treated as being obligated to restore
pursuant to Regulations Section 1.704-1(b)(2)(ii)(c), or is deemed to be
obligated to restore pursuant to the penultimate sentences of Regulations
Sections 1.704-2(g)(1) and 1.704-2(i)(5) and (ii) decreased by the items
described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4),
1.704-1(b)(2)(ii)(d)(5), and 1.704-
{PAGE}
1(b)(2)(ii)(d)(6). The foregoing definition of Adjusted Capital Account is
intended to comply with the provisions of Regulations Section
1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.
"Adjusted Capital Account Deficit" means, with respect to any
Partner, the deficit balance, if any, in such Partner's Adjusted Capital Account
as of the end of the relevant Partnership Year.
"Adjusted Property" means any property the Carrying Value of
which has been adjusted pursuant to Exhibit B hereof. Once an Adjusted Property
is deemed distributed by, and recontributed to, the Partnership for federal
income tax purposes upon a termination thereof pursuant to Section 708 of the
Code, such property shall thereafter constitute a Contributed Property until the
Carrying Value of such property is further adjusted pursuant to Section 1.D of
Exhibit B hereof.
"Affiliate" means, with respect to any Person, (i) any Person
directly or indirectly controlling, controlled by or under common control with
such Person, (ii) any Person owning or controlling ten percent (l0%) or more of
the outstanding voting interests of such Person, (iii) any Person of which such
Person owns or controls ten percent (10%) or more of the voting interests, or
(iv) any officer, director, general partner or trustee of such Person or of any
Person referred to in clauses (i), (ii), and (iii) above. For the purposes of
this definition, "control" when used with respect to any Person, means the power
to direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise,
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.
"Agreed Value" means (i) in the case of any Contributed
Property set forth in Exhibit D and as of the time of its contribution to the
Partnership, the Agreed Value of such property as set forth in Exhibit D; (ii)
in the case of any Contributed Property not set forth in Exhibit D and as of the
time of its contribution to the Partnership, the 704(c) Value of such property,
reduced by any liabilities either assumed by the Partnership upon such
contribution or to which such property is subject when contributed, and (iii) in
the case of any property distributed to a Partner by the Partnership, the
Partnership's Carrying Value of such property at the time such property is
distributed, reduced by any indebtedness either assumed by such Partner upon
such distribution or to which such property is subject at the time of
distribution as determined under Section 752 of the Code and the Regulations
thereunder.
"Agreement" means this Second Amended and Restated Agreement
of Limited Partnership, as it may be amended, supplemented or restated from time
to time.
"Assignee" means a Person to whom one or more Partnership
Units have been transferred in a manner permitted under this Agreement, but who
has not become a Substituted Limited Partner, and who has the rights set forth
in Section 11.5.
"Book-Tax Disparities" means, with respect to any item of
Contributed Property or Adjusted Property, as of the date of any determination,
the difference between the Carrying Value of such Contributed Property or
Adjusted Property and the adjusted basis thereof for federal income tax purposes
as of such date. A Partner's share of the Partnership's Book-Tax Disparities in
all of its Contributed Property and Adjusted Property with be reflected by the
difference between such Partner's Capital Account balance as maintained pursuant
to Exhibit B and the hypothetical balance of such Partner's Capital Account
computed as if it had been maintained strictly in accordance with federal income
tax accounting principles.
"Business Day" means any day except a Saturday, Sunday or
other day on which commercial banks in New York, New York are authorized or
required by law to close.
144465
|
A.G. Edwards
As referenced in this Agreement of Limited Partnership [Amended and Restated No. 2]:
A.G. Edwards & Sons, – agreement among John Q.
Hammons Hotels, Inc., John Q. Hammons Hotels, L.P., and Wertheim Schroder & Co.
Incorporated, Kidder, Peabody & Co. Incorporated and A.G. Edwards & Sons, Inc.,
as representatives of the several underwriters named therein.
"General Partner" means John Q. Hammons Hotels, Inc., a
Delaware corporation, or its
_____________
dt 117357
;
John Q. Hammons
As referenced in this Agreement of Limited Partnership [Amended and Restated No. 2]:
JOHN Q. HAMMONS HOTELS, – DOCUMENT}
{TYPE}EX-3.1
{SEQUENCE}3
{FILENAME}c69763exv3w1.txt
{DESCRIPTION}2ND AMENDED/RESTATED AGREEMENT OF LTD. PARTNERSHIP
{TEXT}
{PAGE}
EXHIBIT 3.1
JOHN Q. HAMMONS HOTELS, L.P.
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP, dated as of
_____________
John Q.
Hammons Hotels, – LIMITED PARTNERSHIP
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP, dated as of November 23, 1994, is entered into by and among John Q.
Hammons Hotels, Inc., a Delaware corporation, as the General Partner, and the
Persons whose names are set forth on Exhibit A as attached hereto,
_____________
John Q. Hammons
Hotels, – restated in its
entirety in an agreement dated February 11, 1994 (the "Amended and Restated
Limited Partnership Agreement"), to reflect the admission of John Q. Hammons
Hotels, Inc., a Missouri corporation (to be renamed as of the Effective Date,
and referred to herein as, Hammons, Inc.) as the General
_____________
John Q. Hammons Hotels, – the parties hereto desire to amend and restate the
Amended and Restated Limited Partnership Agreement in its entirety to reflect
the admission of John Q. Hammons Hotels, Inc., a Delaware corporation, as the
General Partner in the place and stead of Hammons, Inc., to reflect the
conversion of the
_____________
John Q. Hammons Hotels, – the General
Partner of the Partnership.
"Effective Date" means the date of closing of the initial
public offering of Class A shares of John Q. Hammons Hotels, Inc., a Delaware
corporation, pursuant to that certain underwriting agreement among John Q.
Hammons Hotels, Inc., John Q. Hammons Hotels, L.P.,
_____________
dt 305815
;
|
Lehman Brothers
As referenced in this Agreement of Limited Partnership [Amended and Restated No. 2]:
Lehman Brothers Inc – WHEREAS, the General Partner and Limited Partners have determined that
it is in their mutual interests to amend the Partnership Agreement to induce
Lehman Brothers Inc . and certain other initial purchasers to create a market for
the sale of $510,000,000 of new first mortgage notes (the "
_____________
dt 104952
;
Hammons of Missouri, Inc.
|
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Full Doc
| 2002 |
Asset Purchase Agreement
Asset Purchase Agreement (72K)
Doc #117711: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-10.4
{SEQUENCE}3
{PAGE}
EXHIBIT 10.4
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (the "AGREEMENT") is entered into as of
September 23, 2002 by and among Texas Sterling Construction, LP, a Texas limited
partnership ("BUYER"), and Kinsel Industries, Inc., a Texas corporation
("KINSEL"), Tracks of Texas, Inc., a Texas corporation ("TRACKS OF TEXAS", and
collectively with Kinsel referred to herein as "SELLERS"). Buyer and Sellers are
collectively referred to herein as the "PARTIES."
WHEREAS, Kinsel is engaged in the business of providing heavy highway
construction and related services in and near the vicinity of Harris County,
Texas ("SELLERS' BUSINESS" or "BUSINESS"), and Tracks of Texas leases certain
tangible personal property owned by Tracks of Texas to Kinsel that is used
exclusively or partially in the Business;
WHEREAS, Buyer desires to purchase certain specified assets of Sellers,
and to assume certain specified employee cost liabilities of Sellers' Business,
and Sellers desire to sell such assets to Buyer and for Buyer to assume such
specified employee cost liabilities;
WHEREAS, Sellers and Buyer desire to provide for the assignment to and
assumption by Buyer of certain Kinsel contracts and Sellers leases pertinent to
the Business and to provide transitional arrangements with respect thereto
pending completion of such assignments and assumptions, all as provided in this
Agreement and the Subcontract Agreement and Master Sublease Agreement
contemplated hereby;
WHEREAS, Sellers and Buyer desire to provide arrangement for completion
and closing out of certain Kinsel contracts not being assigned to or assumed by
Buyer, all as provided in this Agreement and the Subcontract Agreement; and
WHEREAS, Sellers are each wholly-owned subsidiaries of Insituform
Technologies, Inc., a Delaware corporation ("SELLERS' PARENT"), and Buyer is
wholly-owned by Sterling General, Inc., a Delaware corporation and Buyer's sole
general partner, and Sterling Houston Holdings, Inc., a Delaware corporation and
Buyer's sole limited partner (together, "BUYER'S PARENTS");
NOW, THEREFORE, in consideration of the premises and mutual promises
and covenants herein contained, the Parties hereby stipulate and agree as
follows:
SECTION 1
DEFINITIONS
Certain capitalized terms used in this Agreement have the meanings
specified in the GLOSSARY attached hereto. Other terms may be defined elsewhere
in the body of this Agreement and shall have the meaning indicated throughout
this Agreement. The terms defined in the singular shall have a comparable
meaning when used in the plural, and vice versa.
{PAGE}
SECTION 2
PURCHASE AND SALE OF ACQUIRED ASSETS; ASSUMPTION OF TRANSFERRED
EMPLOYEE COSTS; ARRANGEMENTS REGARDING BUSINESS CONTRACTS AND LEASES
2.1. Acquired Assets. At the Effective Time, in accordance with this
Agreement, Sellers shall sell, convey, transfer, assign and deliver to Buyer,
and Buyer shall purchase from Sellers, all of Sellers' right, title and interest
in and to all of the equipment used in Sellers' Business as of the Closing Date
that is listed on Schedule 2.1 as "Acquired Equipment" (such schedule, the
"EQUIPMENT SCHEDULE," and such equipment, the "ACQUIRED EQUIPMENT," and
sometimes referred to herein as the "ACQUIRED ASSETS"), free and clear of all
Liens. (The equipment listed on Schedule 2.1 as Port Contract Equipment is
referred to as the "PORT CONTRACT EQUIPMENT" but is not being conveyed at
Closing.)
2.2. Transferred Employee Costs. At the Effective Time, in accordance
with this Agreement, Buyer shall assume from Sellers and shall be bound by,
shall be liable for and shall pay, perform or otherwise discharge as the same
shall become due in accordance with their respective terms, those certain
liabilities and obligations of Sellers set forth on Schedule 2.2 hereto, but in
each case and only as, and not in excess of the respective amounts set forth on
Schedule 2.2 and only as to those of the employees of the Business who are
offered and qualify for employment by Buyer and are employed by Buyer after the
Closing pursuant to Section 8.1 hereof ("TRANSFERRED EMPLOYEES") (such assumed
liabilities and obligations as to such Transferred Employees, "TRANSFERRED
EMPLOYEE COSTS").
2.3. Purchase Price; Adjustments. In consideration of the sale,
assignment, and delivery of the Acquired Assets, Buyer shall assume the
Transferred Employee Costs and shall pay the Sellers a total consideration of
$4,361,100, subject to adjustment as provided in the following sentence, in the
form of cash and two subordinated notes as provided in Section 2.4 (the
"PURCHASE PRICE"). The Purchase Price shall be reduced by the amount of the
Transferred Employee Costs, and shall be subject to further reduction by an
amount equal to the value of the U.S. 59 Contract Equipment, if any, transferred
by Buyer to Sellers pursuant to Section 2.7.
117711
|
A.G. Edwards
As referenced in this Asset Purchase Agreement:
A.G. Edwards
& Sons, – Buyer, Buyer's Parents, Sellers or Sellers' Parent. Sellers' Parent and
Sellers will be solely responsible for and will pay all amounts due A.G. Edwards
& Sons, Inc.
3.9. Transferred Employee Costs. Schedule 2.2 to this Agreement is a
complete and accurate schedule describing all of the
_____________
dt 117339
;
Insituform
As referenced in this Asset Purchase Agreement:
Insituform
Technologies, Inc – certain Kinsel contracts not being assigned to or assumed by
Buyer, all as provided in this Agreement and the Subcontract Agreement; and
WHEREAS, Sellers are each wholly-owned subsidiaries of Insituform
Technologies, Inc ., a Delaware corporation ("SELLERS' PARENT"), and Buyer is
wholly-owned by Sterling General, Inc., a Delaware corporation and Buyer's sole
general partner, and Sterling Houston Holdings, Inc., a
_____________
Insituform Technologies, Inc – number listed below for such Party (with a telecopy machine generated
confirmation sheet retained by the sender):
15
{PAGE}
To Sellers:
Kinsel Industries, Inc. / Tracks of Texas, Inc.
c/o Insituform Technologies, Inc .
702 Spirit 40 Park Drive
Chesterfield, Missouri 63005
Attention: President
Facsimile No.: 636.530.8700
with a required copy to:
Insituform Technologies, Inc.
702 Spirit 40 Park Drive
Chesterfield,
_____________
Insituform Technologies, Inc – Inc. / Tracks of Texas, Inc.
c/o Insituform Technologies, Inc.
702 Spirit 40 Park Drive
Chesterfield, Missouri 63005
Attention: President
Facsimile No.: 636.530.8700
with a required copy to:
Insituform Technologies, Inc .
702 Spirit 40 Park Drive
Chesterfield, Missouri 63005
Attention: General Counsel
Facsimile No.: (636) 530-8701
To Buyer:
Texas Sterling Construction, LP
20810 Fernbush Lane
Houston, Texas 77073
Attention:
_____________
dt 1388448
;
|
Sterling
As referenced in this Asset Purchase Agreement:
Sterling Construction, – AGREEMENT (the "AGREEMENT") is entered into as of
September 23, 2002 by and among Texas Sterling Construction, LP, a Texas limited
partnership ("BUYER"), and Kinsel Industries, Inc., a Texas corporation
("KINSEL"),
Sterling Construction, – Drive
Chesterfield, Missouri 63005
Attention: General Counsel
Facsimile No.: (636) 530-8701
To Buyer:
Texas Sterling Construction, LP
20810 Fernbush Lane
Houston, Texas 77073
Attention: Joseph P. Harper, Sr.
Facsimile No.: (
STERLING CONSTRUCTION, – the parties have executed this Agreement the day
and year first above written.
BUYER:
TEXAS STERLING CONSTRUCTION, LP
By: Sterling General, Inc.,
a Delaware corporation, its general partner
By: /s/ Joseph
dt 36498
;
Andrews & Kurth
As referenced in this Asset Purchase Agreement:
Andrews & Kurth – upon in writing (the "CLOSING DATE"). The Closing shall
take place at the offices of Andrews & Kurth L.L.P., 600 Travis, Suite 4200,
Houston, Texas, or at such other place
Andrews & Kurth – Sr.
Facsimile No.: (281) 821-2995
with a required copy to:
Geoffrey K. Walker, Esq.
Andrews & Kurth L.L.P.
600 Travis, Suite 4200
Houston, Texas 77002
Facsimile No.: (713) 238-
dt 29192
|
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Auction Agency Agreement
Auction Agency Agreement (62K)
Doc #2299134: Click preview link for longer preview.
NEUBERGER BERMAN REAL ESTATE INCOME FUND INC.
----------------------------
AUCTION AGENCY AGREEMENT
dated as of February 7, 2003
Relating to Auction Preferred Shares (Preferred Shares)
Series A
of
NEUBERGER BERMAN REAL ESTATE INCOME FUND INC.
----------------------------
THE BANK OF NEW YORK
. . .
2299134
|
A.G. Edwards
As referenced in this Auction Agency Agreement:
A.G. EDWARDS & SONS, INC – YORK,
as Auction Agent
----------------------------
BROKER-DEALER AGREEMENT
dated as of February 7, 2003
Relating to
Auction Preferred Shares (Preferred Shares)
Series A
of
NEUBERGER BERMAN REAL ESTATE INCOME FUND INC.
----------------------------
A.G. EDWARDS & SONS, INC .
A-1
{PAGE}
EXHIBIT B
(Note: To be used only for transfers made other than pursuant to an Auction)
TRANSFER FORM
Re: NEUBERGER BERMAN REAL ESTATE INCOME FUND INC.
_____________
dt 1562015
;
BNY
As referenced in this Auction Agency Agreement:
BANK OF NEW YORK
– INCOME FUND INC.
----------------------------
AUCTION AGENCY AGREEMENT
dated as of February 7, 2003
Relating to Auction Preferred Shares (Preferred Shares)
Series A
of
NEUBERGER BERMAN REAL ESTATE INCOME FUND INC.
----------------------------
THE BANK OF NEW YORK
as Auction Agent
{PAGE}
This Auction Agency Agreement (this "Agreement"), dated as of February 7,
2003, is between NEUBERGER BERMAN REAL ESTATE INCOME FUND INC. (the "Fund") and
The
_____________
Bank of New York, – YORK
as Auction Agent
{PAGE}
This Auction Agency Agreement (this "Agreement"), dated as of February 7,
2003, is between NEUBERGER BERMAN REAL ESTATE INCOME FUND INC. (the "Fund") and
The Bank of New York, a New York banking corporation.
The Fund proposes to issue one series of auction preferred shares, par
value $.0001 per share, designated Series A Preferred Shares, liquidation
preference $25,
_____________
Bank of New York – per share, designated Series A Preferred Shares, liquidation
preference $25,000 per share, ("Preferred Shares"), pursuant to the Fund's
Articles Supplementary (as defined below).
The Fund desires that The Bank of New York perform certain duties as agent
in connection with each Auction (as defined below) of Preferred Shares (in such
capacity, the "Auction Agent"), and as the transfer agent, registrar, dividend
paying
_____________
Bank of New York – agent and redemption agent with respect to the Preferred Shares (in such
capacity, the "Paying Agent"), upon the terms and conditions of this Agreement,
and the Fund hereby appoints The Bank of New York as said Auction Agent and
Paying Agent in accordance with those terms and conditions (hereinafter
generally referred to as the "Auction Agent," except in Sections 3 and 4 below).
NOW,
_____________
Bank of New York – this Agreement as a whole.
(d) All references herein to a particular time of day shall be to
New York City time.
(e) Regardless of the capacity in which The Bank of New York is
acting under this Agreement, the provisions of this Agreement that are of
general applicability (e.g. Sections I, V, VI and VII) shall apply to The Bank
of New
_____________
dt 1659347
;
|
Cede
As referenced in this Auction Agency Agreement:
Cede & Co. – SHARE CERTIFICATES.
------------------------------------
On the Date of Original Issue for any Preferred Shares, one certificate
for the Preferred Shares shall be issued by the Fund and registered in the name
of Cede & Co. , as nominee of the Securities Depository, and countersigned by the
Paying Agent.
7
{PAGE}
4.2 REGISTRATION OF TRANSFER OR EXCHANGE OF SHARES.
----------------------------------------------
Except as provided in this Section
_____________
dt 1631909
;
Kirkpatrick
As referenced in this Auction Agency Agreement:
Kirkpatrick & Lockhart
– number set forth below:
If to the Fund, Neuberger Berman Management Inc.
addressed to: Attn: Peter E. Sundman
605 Third Avenue
New York, New York 10158-0180
cc: Art Delibert
Kirkpatrick & Lockhart
1800 Massachusetts Avenue NW
Washington, DC 20036
If to the Auction Agent, The Bank of New York
addressed to: Corporate Trust Administration
100 Church Street, 8th Floor
New York,
_____________
dt 1524662
|
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Auction Agency Agreement
Auction Agency Agreement (69K)
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AUCTION AGENCY AGREEMENT
between
VAN KAMPEN MERRITT PENNSYLVANIA
VALUE MUNICIPAL INCOME TRUST
and
BANKERS TRUST COMPANY
Dated as of July 21, 1993
Relating to
Auction Preferred Shares
("APS")
of
. . .
2359130
|
A.G. Edwards
As referenced in this Auction Agency Agreement:
A.G. Edwards &
Sons, Inc – Settlement Procedures
attached hereto as Exhibit C.
(m) "Underwriters" shall mean Goldman, Sachs & Co., Smith
Barney; Harris Upham & Co. Incorporated, PaineWebber Incorporated, Prudential
Securities Incorporated, Kidder, Peabody & Co. Incorporated an A.G. Edwards &
Sons, Inc . and any other person named as an underwriter of the APS in the
Underwriting Agreement or any schedule thereto.
(n) "Underwriting Agreement" shall mean the Underwriting
Agreement dated July
_____________
A.G. Edwards &
Sons, Inc – the Underwriting
Agreement dated July 15, 1993 among the Fund and Goldman, Sachs & Co.; Smith
Barney, Harris Upham & Co. Incorporated, PaineWebber Incorporated, Prudential
Securities Incorporated, Kidder, Peabody & Co. Incorporated and A.G. Edwards &
Sons, Inc .
1.3 Rules of Construction. Unless the context or use indicates
another or different meaning or intent, the following rules shall apply to the
construction of this Agreement:
(a)
_____________
dt 1562033
;
|
Cede
As referenced in this Auction Agency Agreement:
Cede & Co. – APS, one certificate representing all of the APS issued on such date shall
be issued by the Fund and, at the request of the Fund, registered in the name of
Cede & Co. and countersigned by the Auction Agent.
4.2 Registration of Transfer of Shares. APS shall be registered
solely in the name of the Securities Depository or its nominee.
4.
_____________
dt 1632138
;
Goldman, Sachs
As referenced in this Auction Agency Agreement:
Goldman, Sachs & Co. – APS (or,
in the case of an Existing Holder of APS, additional APS).
(l) "Settlement Procedures" shall mean the Settlement Procedures
attached hereto as Exhibit C.
(m) "Underwriters" shall mean Goldman, Sachs & Co. , Smith
Barney; Harris Upham & Co. Incorporated, PaineWebber Incorporated, Prudential
Securities Incorporated, Kidder, Peabody & Co. Incorporated an A.G. Edwards &
Sons, Inc. and any other person named as an underwriter
_____________
Goldman, Sachs & Co. – as an underwriter of the APS in the
Underwriting Agreement or any schedule thereto.
(n) "Underwriting Agreement" shall mean the Underwriting
Agreement dated July 15, 1993 among the Fund and Goldman, Sachs & Co. ; Smith
Barney, Harris Upham & Co. Incorporated, PaineWebber Incorporated, Prudential
Securities Incorporated, Kidder, Peabody & Co. Incorporated and A.G. Edwards &
Sons, Inc.
1.3 Rules of Construction. Unless the context
_____________
dt 1490009
|
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Auction Agency Agreement
Auction Agency Agreement (72K)
Doc #2359491: Click preview link for longer preview.
AUCTION AGENCY AGREEMENT
between
VAN KAMPEN MERRITT ADVANTAGE MUNICIPAL INCOME TRUST II
and
BANKERS TRUST COMPANY
Dated as of November 10, 1993
Relating to
Auction Preferred Shares
Series A and Series B
of
VAN KAMPEN MERRITT ADVANTAGE MUNICIPAL INCOME . . .
2359491
|
A.G. Edwards
As referenced in this Auction Agency Agreement:
A.G. Edwards & Sons, Inc – shall mean the Settlement
Procedures attached hereto as Exhibit C.
(m) "Underwriters" shall mean Goldman, Sachs & Co., Smith
Barney Shearson Inc., PaineWebber Incorporated, Prudential Securities
Incorporated, Kidder, Peabody & Co. Incorporated, A.G. Edwards & Sons, Inc . and
any other person named as an underwriter of the APS in the Underwriting
Agreements or any schedules thereto.
(n) "Underwriting Agreements" shall mean the Underwriting
Agreements dated November
_____________
dt 1562036
;
|
Cede
As referenced in this Auction Agency Agreement:
Cede & Co. – all of the shares of each such
series issued on such date shall be issued by the Fund and, at the request of
the Fund, registered in the name of Cede & Co. and countersigned by the Auction
Agent.
4.2 Registration of Transfer of Shares. Shares of each series of APS
shall be registered solely in the name of the Securities
_____________
dt 1632145
;
Goldman, Sachs
As referenced in this Auction Agency Agreement:
Goldman, Sachs & Co. – shares of such series of APS, additional shares of such series of APS).
(l) "Settlement Procedures" shall mean the Settlement
Procedures attached hereto as Exhibit C.
(m) "Underwriters" shall mean Goldman, Sachs & Co. , Smith
Barney Shearson Inc., PaineWebber Incorporated, Prudential Securities
Incorporated, Kidder, Peabody & Co. Incorporated, A.G. Edwards & Sons, Inc. and
any other person named as an underwriter of the APS
_____________
dt 1490010
|
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Auction Agency Agreement
Auction Agency Agreement (78K)
Doc #2359769: Click preview link for longer preview.
AUCTION AGENCY AGREEMENT
between
VAN KAMPEN MERRITT CALIFORNIA
VALUE MUNICIPAL INCOME TRUST
and
BANKERS TRUST COMPANY
Dated as of July 21, 1993
Relating to
Auction Preferred Shares
("APS")
of
. . .
2359769
|
A.G. Edwards
As referenced in this Auction Agency Agreement:
A.G. Edwards & Sons, Inc – Settlement Procedures
attached hereto as Exhibit C.
(m) "Underwriters" shall mean Goldman, Sachs & Co., Smith Barney,
Harris Upham & Co. Incorporated, PaineWebber Incorporated, Prudential Securities
Incorporated, Kidder, Peabody & Co. Incorporated and A.G. Edwards & Sons, Inc .
and any other person named as an underwriter of the APS in the Underwriting
Agreement or any schedule thereto.
(n) "Underwriting Agreement" shall mean the Underwriting Agreement
dated July
_____________
A.G. Edwards & Sons, Inc – the Underwriting Agreement
dated July 15, 1993 among the Fund and Goldman, Sachs & Co., Smith Barney,
Harris Upham & Co. Incorporated, PaineWebber Incorporated, Prudential Securities
Incorporated, Kidder, Peabody & Co. Incorporated and A.G. Edwards & Sons, Inc . .
1.3 Rules of Construction. Unless the context or use indicates another or
different meaning or intent, the following rules shall apply to the construction
of this Agreement:
(a)
_____________
dt 1562037
;
|
Cede
As referenced in this Auction Agency Agreement:
Cede & Co. – APS, one certificate representing all of the APS issued on such date shall be
issued by the Fund and, at the request of the Fund, registered in the name of
Cede & Co. and countersigned by the Auction Agent.
4.2 Registration of Transfer of Shares. APS shall be registered solely in
the name of the Securities Depository or its nominee.
4.
_____________
dt 1632150
;
Goldman, Sachs
As referenced in this Auction Agency Agreement:
Goldman, Sachs & Co. – APS (or,
in the case of an Existing Holder of APS, additional APS).
(l) "Settlement Procedures" shall mean the Settlement Procedures
attached hereto as Exhibit C.
(m) "Underwriters" shall mean Goldman, Sachs & Co. , Smith Barney,
Harris Upham & Co. Incorporated, PaineWebber Incorporated, Prudential Securities
Incorporated, Kidder, Peabody & Co. Incorporated and A.G. Edwards & Sons, Inc.
and any other person named as an underwriter
_____________
Goldman, Sachs & Co. – as an underwriter of the APS in the Underwriting
Agreement or any schedule thereto.
(n) "Underwriting Agreement" shall mean the Underwriting Agreement
dated July 15, 1993 among the Fund and Goldman, Sachs & Co. , Smith Barney,
Harris Upham & Co. Incorporated, PaineWebber Incorporated, Prudential Securities
Incorporated, Kidder, Peabody & Co. Incorporated and A.G. Edwards & Sons, Inc. .
1.3 Rules of Construction. Unless the context
_____________
dt 1490011
|
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Auction Agency Agreement
Auction Agency Agreement (88K)
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AUCTION AGENCY AGREEMENT
between
VAN KAMPEN MERRITT TRUST FOR INVESTMENT GRADE MUNICIPALS
and
BANKERS TRUST COMPANY
Dated as of March ___, 1992
Relating to
Auction Preferred Shares, Series A, B, C and D
of
VAN KAMPEN MERRITT TRUST FOR INVESTMENT GRADE MUNICIPALS
. . .
2360044
|
A.G. Edwards
As referenced in this Auction Agency Agreement:
A.G. Edwards & Sons, Inc – the Settlement
Procedures attached hereto as Exhibit C.
(m) "Underwriters" shall mean Goldman, Sachs & Co., Smith
Barney, Harris Upham & Co. Incorporated, PaineWebber Incorporated, Prudential
Securities Incorporated, Oppenheimer & Co., Inc. and A.G. Edwards & Sons, Inc .
and any other person named as an underwriter of the APS in the Underwriting
Agreement or any schedule thereto.
(n) "Underwriting Agreement" shall mean the Underwriting
Agreement dated March
_____________
dt 1562038
;
|
Cede
As referenced in this Auction Agency Agreement:
Cede & Co. – representing all of the shares of such
series issued on such date shall be issued by the Fund and, at the request of
the Fund, registered in the name of Cede & Co. and countersigned by the Auction
Agent.
4.2 Registration of Transfer of Shares. Shares of each series of APS
shall be registered solely in the name of the Securities
_____________
dt 1632155
;
Goldman, Sachs
As referenced in this Auction Agency Agreement:
Goldman, Sachs & Co. – shares of such series of APS, additional shares of such
series of APS).
(l) "Settlement Procedures" shall mean the Settlement
Procedures attached hereto as Exhibit C.
(m) "Underwriters" shall mean Goldman, Sachs & Co. , Smith
Barney, Harris Upham & Co. Incorporated, PaineWebber Incorporated, Prudential
Securities Incorporated, Oppenheimer & Co., Inc. and A.G. Edwards & Sons, Inc.
and any other person named as an underwriter of
_____________
dt 1490012
|
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Auction Agency Agreement
Auction Agency Agreement (69K)
Doc #2360456: Click preview link for longer preview.
AUCTION AGENCY AGREEMENT
between
VAN KAMPEN MERRITT MUNICIPAL OPPORTUNITY TRUST
and
BANKERS TRUST COMPANY
Dated as of June 10, 1992
Relating to
Auction Preferred Shares, Series A and Series B
of
VAN KAMPEN MERRITT MUNICIPAL OPPORTUNITY TRUST
------------------------------------------ . . .
2360456
|
A.G. Edwards
As referenced in this Auction Agency Agreement:
A.G. Edwards & Sons, Inc – APS).
(l) "Settlement Procedures" shall mean the Settlement
Procedures attached hereto as Exhibit C.
(m) "Underwriters" shall mean Goldman, Sachs & Co., Smith
Barney, Harris Upham & Co. Incorporated, Prudential Securities Incorporated,
A.G. Edwards & Sons, Inc ., Oppenheimer & Co., Inc. and BT Securities Corporation
and any other person named as an underwriter of the APS in the Underwriting
Agreement or any schedule thereto.
(n) "Underwriting Agreement"
_____________
dt 1562039
;
|
Cede
As referenced in this Auction Agency Agreement:
Cede & Co. – representing all of the shares of such
series issued on such date shall be issued by the Fund and, at the request of
the Fund, registered in the name of Cede & Co. and countersigned by the Auction
Agent.
4.2 Registration of Transfer of Shares. Shares of each series shall
be registered solely in the name of the Securities Depository or
_____________
dt 1632160
;
Goldman, Sachs
As referenced in this Auction Agency Agreement:
Goldman, Sachs & Co. – shares of such series of APS, additional shares of such
series of APS).
(l) "Settlement Procedures" shall mean the Settlement
Procedures attached hereto as Exhibit C.
(m) "Underwriters" shall mean Goldman, Sachs & Co. , Smith
Barney, Harris Upham & Co. Incorporated, Prudential Securities Incorporated,
A.G. Edwards & Sons, Inc., Oppenheimer & Co., Inc. and BT Securities Corporation
and any other person named as an underwriter
_____________
dt 1490013
|
Preview
Full Doc
| 2001 |
Auction Agency Agreement
Auction Agency Agreement (68K)
Doc #2361759: Click preview link for longer preview.
AUCTION AGENCY AGREEMENT
between
VAN KAMPEN MERRITT TRUST
FOR INVESTMENT GRADE FLORIDA MUNICIPALS
and
BANKERS TRUST COMPANY
Dated as of June 10, 1992
Relating to
Auction Preferred Shares
of
VAN KAMPEN MERRITT TRUST FOR
. . .
2361759
|
A.G. Edwards
As referenced in this Auction Agency Agreement:
A.G.
Edwards & Sons, Inc – PAGE}
(1) "Settlement Procedures" shall mean the Settlement
Procedures attached hereto as Exhibit C.
(m) "Underwriters" shall mean Smith Barney, Harris Upham & Co.
Incorporated, Goldman, Sachs & Co., Prudential Securities Incorporated, A.G.
Edwards & Sons, Inc ., Oppenheimer & Co., Inc. and BT Securities Corporation and
any other person named as an underwriter of the APS in the Underwriting
Agreement or any schedule thereto.
(n) "Underwriting Agreement"
_____________
dt 1562040
;
|
Cede
As referenced in this Auction Agency Agreement:
Cede & Co. – APS, one certificate representing all of the APS issued on such date shall
be issued by the Fund and, at the request of the Fund, registered in the name of
Cede & Co. and countersigned by the Auction Agent.
4.2 Registration of Transfer of Shares. The APS shall be registered
solely in the name of the Securities Depository or its nominee.
_____________
dt 1632175
;
Goldman, Sachs
As referenced in this Auction Agency Agreement:
Goldman, Sachs & Co. – of such APS,
additional APS).
2
{PAGE}
(1) "Settlement Procedures" shall mean the Settlement
Procedures attached hereto as Exhibit C.
(m) "Underwriters" shall mean Smith Barney, Harris Upham & Co.
Incorporated, Goldman, Sachs & Co. , Prudential Securities Incorporated, A.G.
Edwards & Sons, Inc., Oppenheimer & Co., Inc. and BT Securities Corporation and
any other person named as an underwriter of the APS in the Underwriting
_____________
dt 1490015
|
Preview
Full Doc
| 2005 |
Auction Agency Agreement
Auction Agency Agreement (80K)
Doc #2361798: Click preview link for longer preview.
AUCTION AGENCY AGREEMENT
between
VAN KAMPEN MERRITT TRUST
FOR INVESTMENT GRADE NEW YORK MUNICIPALS
and
BANKERS TRUST COMPANY
Dated as of June 10, 1992
Relating to
Auction Preferred Shares
of
VAN KAMPEN MERRITT . . .
2361798
|
A.G. Edwards
As referenced in this Auction Agency Agreement:
A.G. Edwards & Sons, Inc – PAGE}
(l) "Settlement Procedures" shall mean the Settlement
Procedures attached hereto as Exhibit C.
(m) "Underwriters" shall mean Goldman, Sachs & Co., Smith
Barney, Harris Upham & Co. Incorporated, Prudential Securities Incorporated,
A.G. Edwards & Sons, Inc ., Oppenheimer & Co., Inc. and BT Securities Corporation
and any other person named as an underwriter of the APS in the Underwriting
Agreement or any schedule thereto.
(n) "Underwriting Agreement"
_____________
dt 1562041
;
|
Cede
As referenced in this Auction Agency Agreement:
Cede & Co. – APS, one certificate representing all of the APS issued on such date shall be
issued by the Fund and, at the request of the Fund, registered in the name of
Cede & Co. and countersigned by the Auction Agent.
4.2 Registration of Transfer of Shares. The APS shall be registered
solely in the name of the Securities Depository or its nominee.
_____________
dt 1632176
;
Goldman, Sachs
As referenced in this Auction Agency Agreement:
Goldman, Sachs & Co. – the case of an Existing Holder of such
APS, additional APS).
2
{PAGE}
(l) "Settlement Procedures" shall mean the Settlement
Procedures attached hereto as Exhibit C.
(m) "Underwriters" shall mean Goldman, Sachs & Co. , Smith
Barney, Harris Upham & Co. Incorporated, Prudential Securities Incorporated,
A.G. Edwards & Sons, Inc., Oppenheimer & Co., Inc. and BT Securities Corporation
and any other person named as an underwriter
_____________
dt 1490016
|
Preview
Full Doc
| 2001 |
Auction Agency Agreement
Auction Agency Agreement (68K)
Doc #2363026: Click preview link for longer preview.
AUCTION AGENCY AGREEMENT
between
VAN KAMPEN MERRITT TRUST
FOR INVESTMENT GRADE NEW JERSEY MUNICIPALS
and
BANKERS TRUST COMPANY
Dated as of June 10, 1992
Relating to
Auction Preferred Shares
of
VAN KAMPEN MERRITT TRUST FOR
. . .
2363026
|
A.G. Edwards
As referenced in this Auction Agency Agreement:
A.G.
Edwards & Sons, Inc – PAGE}
(1) "Settlement Procedures" shall mean the Settlement
Procedures attached hereto as Exhibit C.
(m) "Underwriters" shall mean Smith Barney, Harris Upham & Co.
Incorporated, Goldman, Sachs & Co., Prudential Securities Incorporated, A.G.
Edwards & Sons, Inc ., Oppenheimer & Co., Inc. and BT Securities Corporation and
any other person named as an underwriter of the APS in the Underwriting
Agreement or any schedule thereto.
(n) "Underwriting Agreement"
_____________
dt 1562042
;
|
Cede
As referenced in this Auction Agency Agreement:
Cede & Co. – APS, one certificate representing all of the APS issued on such date shall
be issued by the Fund and, at the request of the Fund, registered in the name of
Cede & Co. and countersigned by the Auction Agent.
4.2 Registration of Transfer of Shares. The APS shall be registered
solely in the name of the Securities Depository or its nominee.
_____________
dt 1632186
;
Goldman, Sachs
As referenced in this Auction Agency Agreement:
Goldman, Sachs & Co. – of such APS,
additional APS).
2
{PAGE}
(1) "Settlement Procedures" shall mean the Settlement
Procedures attached hereto as Exhibit C.
(m) "Underwriters" shall mean Smith Barney, Harris Upham & Co.
Incorporated, Goldman, Sachs & Co. , Prudential Securities Incorporated, A.G.
Edwards & Sons, Inc., Oppenheimer & Co., Inc. and BT Securities Corporation and
any other person named as an underwriter of the APS in the Underwriting
_____________
dt 1490018
|