SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Obie Media Corporation
===============================================
(Name of Issuer)
Common Stock, without par value
=========================================
(Title of Class of Securities)
674391107
==========================
(CUSIP Number)
Randall C. Pape
355 Goodpasture Island Road
Eugene, Oregon 97401
(541) 683-5073
===============================================
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
With a copy to:
Jeffrey S. Cronn, Esq.
Tonkon Torp LLP
1600 Pioneer Tower
888 S.W. Fifth Avenue
Portland, Oregon 97204
(503) 221-1440
November 1, 1999
===============================================
(Date of Event Which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
Schedule because of Section 240.13d-1(e), Section 240.13d-1(f) or Section
240.13d-1(g), check the following box [ ].
<PAGE>
CUSIP No. 674391107 Page 2 of 8 Pages
1. Names of Reporting Persons; S.S. or I.R.S. Identification No. of Above
Persons
The Pape Group, Inc.
--------------------------------------
2. Check the appropriate box if a member of a group (see instructions)
(a) / /
(b) / /
3. SEC USE ONLY
--------------------------------------
4. Source of Funds (see instructions)
WC, OO
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5. Check box if disclosure of legal proceedings is required pursuant to
Items 2(d) or 2(e)
/ /
6. Citizenship or place of organization
United States
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7. Sole Voting Power
510,000*
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8. Shared Voting Power
0
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9. Sole Dispositive Power
510,000*
--------------------------------------
10. Shared Dispositive Power
0
--------------------------------------
11. Aggregate amount beneficially owned by each reporting person
510,000*
--------------------------------------
12. Check box if the aggregate amount in row (11) excludes certain shares
(see instructions)
/ /
13. Percent of class represented by amount in row (11)
9.6**
--------------------------------------
14. Type of Reporting Person
CO
--------------------------------------
- ----------------------
* The share information in this Schedule does not give effect to the
11-for-10 Common Stock split approved by the Issuer's Board of
Directors in October 1999 and payable to shareholders of record as of
November 22, 1999.
** Percentage is based upon 5,322,949 shares of the Issuer's Common Stock
outstanding as of October 11, 1999.
<PAGE>
CUSIP No. 674391107 Page 3 of 8 Pages
1. Names of Reporting Persons; S.S. or I.R.S. Identification No. of Above
Persons
Randall C. Pape
--------------------------------------
2. Check the appropriate box if a member of a group (see instructions)
(a) / /
(b) / /
3. SEC USE ONLY
--------------------------------------
4. Source of Funds (see instructions)
AF
--------------------------------------
5. Check box if disclosure of legal proceedings is required pursuant to
Items 2(d) or 2(e)
/ /
6. Citizenship or place of organization
United States
--------------------------------------
7. Sole Voting Power
525,950*
--------------------------------------
8. Shared Voting Power
0
--------------------------------------
9. Sole Dispositive Power
525,950*
--------------------------------------
11. Shared Dispositive Power
0
--------------------------------------
11. Aggregate amount beneficially owned by each reporting person
525,950*
--------------------------------------
12. Check box if the aggregate amount in row (11) excludes certain shares
(see instructions)
/ /
13. Percent of class represented by amount in row (11)
9.9**
--------------------------------------
14. Type of Reporting Person
IN
--------------------------------------
- ----------------------
* The share information in this Schedule does not give effect to the
11-for-10 Common Stock split approved by the Issuer's Board of
Directors in October 1999 and payable to shareholders of record as of
November 22, 1999.
** Percentage is based upon 5,322,949 shares of the Issuer's Common Stock
outstanding as of October 11, 1999.
<PAGE>
Page 4 of 8 Pages
Item 1. Security and Issuer.
- ------- --------------------
Title of Class:
Common Stock, without par value (the "Common Stock")
Name and Address of Principal Executive Offices of Issuer:
Obie Media Corporation
4211 West 11th Avenue
Eugene, Oregon 97402
Item 2. Identity and Background.
- ------- ------------------------
(a), (b), (c), and (f) This Schedule 13D is filed by each of The Pape
Group, Inc. and Randall C. Pape.
The Pape Group, Inc. (the "Group") is an Oregon corporation. The
Group's principal business address is 355 Goodpasture Island Road, Eugene,
Oregon 97401. The group's principal business is capital equipment sales and
service and the management of its subsidiaries, Pape Bros., Inc., Flightcraft,
Inc., Hyster Sales Company, Pape Properties, Inc., and Industrial Finance
Company.
The name and present principal occupation or employment of each
executive officer and director of the Group is set forth below. Each individual
listed is a United States citizen and has a business address at 355 Goodpasture
Island Road, Eugene, Oregon 97401.
Name Present Principal Occupation or Employment
- ---- ------------------------------------------
Executive Officers:
Randall C. Pape President and CEO, the Group
Gary D. Pape Secretary, the Group
Thomas N. Saylor Vice President of Finance and Corporate
Services, Assistant Secretary, the Group
Directors:
Randall C. Pape President and CEO, the Group
Gary D. Pape Secretary, the Group
Shirley N. Pape Chair, Private Foundation
M. Susan Pape Community Volunteer
As stated above, Randall C. Pape ("Pape") is a citizen of the United
States and Mr. Pape's business address is 355 Goodpasture Island Rd., Eugene,
Oregon 97401. Mr. Pape is
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Page 5 of 8 Pages
President, Chief Executive Officer, a director and controlling shareholder of
the Group.
(d) During the last five years, neither the Group or Pape, nor, to the
best of their knowledge, any of the Group's directors or executive officers, has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, neither the Group or Pape, nor, to the
best of their knowledge, any of the Group's directors or executive officers, was
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities law or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
- ------- --------------------------------------------------
The responses to Items 4, 5 and 6 of this statement are incorporated
herein by reference.
The funds to be used by the Group to purchase the shares of Common
Stock to be acquired by it pursuant to the Stock Purchase Agreements between it
and each of Brian B. Obie, Delores M. Mord, Wayne P. Schur, Douglas D. Obie and
Christine Obie-Barrett more fully discussed in Item 5 below (collectively, the
"Agreements," and each an "Agreement") (Exhibits 99.1 - 99.5) will be provided
by the general working capital funds of the Group and existing bank facilities.
Item 4. Purpose of Transaction.
- ------- -----------------------
The responses to Items 3, 5 and 6 of this statement are incorporated
herein by reference.
The Group will purchase and currently intends to hold the shares of
Common Stock acquired under the terms of the Agreements for investment purposes.
Pape currently intends to hold the shares of Common Stock beneficially owned or
to be beneficially owned by him for investment purposes. Except as described
in this Schedule 13D, the Group and Pape have no immediate plans to either
acquire more Common Stock or to dispose of Common Stock. It is possible that
the Group or Pape may acquire additional Common Stock, or dispose of Common
Stock, either through brokerage firms or in privately negotiated transactions.
The decision of either such person to do so will be influenced by, among other
considerations, investment
<PAGE>
Page 6 of 8 Pages
characteristics of the securities, as well as both fundamental and technical
analyses of the Issuer and the securities markets generally.
Item 5. Interest in Securities of the Issuer.
- ------- -------------------------------------
The responses to Items 3, 4 and 6 of this statement are incorporated
herein by reference. The share information in this statement does not give
effect to the 11-for-10 Common Stock split approved by the Issuer's Board of
Directors in October 1999 and payable to the Issuer's shareholders of record as
of November 22, 1999. Common Stock ownership percentages described in this
statement are based upon 5,322,949 shares of the Issuer's Common Stock being
outstanding as of October 11, 1999.
On November 1, 1999, the Group entered into separate Agreements with
each of Brian B. Obie, Delores M. Mord, Wayne P. Schur, Douglas D. Obie and
Christine Obie-Barrett to purchase 300,000, 90,000, 40,000, 40,000 and 40,000
shares of Common Stock, respectively, or 510,000 shares of Common Stock in the
aggregate, all such shares to be acquired by the Group at a purchase price of
$11.00 per share. Brian B. Obie, Delores M. Mord and Wayne P. Schur are
directors of the Issuer. Further, Mr. Obie is the Issuer's Chairman, President
and Chief Executive Officer; Ms. Mord is the Issuer's Secretary; and Mr. Schur
is an Executive Vice President of the Issuer.
Upon the closing of the transactions contemplated by the Agreements,
each of the Group, directly, and Pape, indirectly as the Group's President,
Chief Executive Officer and controlling shareholder, will have the sole power to
vote or direct the vote, and sole power to dispose or direct the disposition of,
the 510,000 shares of Common Stock to be acquired by the Group under the terms
of the Agreements. These 510,000 shares of Common Stock will represent
approximately 9.6% of the Issuer's Common Stock outstanding, based on
calculations made in accordance with Rule 13d-3(d) of the Securities and
Exchange Act of 1934, as amended (the "1934 Act"). The Group is not currently
the beneficial owner of any other shares of Common Stock.
Pape has served as a nonemployee director of the Issuer since November
1996. His current term as a director expires in 2000. The Issuer grants each
nonemployee director a nonqualified stock option to purchase 5,000 shares of
Common Stock under its Restated 1996 Incentive Stock Plan (the "Stock Plan")
upon the individual becoming a director. On the date of each annual shareholder
meeting, the Issuer grants each such director an additional option to purchase
1,000 shares under the Stock Plan. Options granted to nonemployee directors have
a term of 15 years
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Page 7 of 8 Pages
and an exercise price equal to the fair market value of Common Stock on the
grant date. Such options become exercisable at the rate of 20% per year of
service.
In addition to his right to acquire Common Stock pursuant to his
exercise of currently exercisable options (or options which will
become exercisable within 60 days of the date of this statement) to purchase up
to 3,850 shares of Common Stock, granted as described in the preceding
paragraph, as of the date hereof, Pape beneficially owns directly 12,100 shares
of Common Stock. Accordingly, based on calculations made in accordance with Rule
13d-3(d), Pape will be, directly or indirectly, the beneficial owner of 525,950
shares, or approximately 9.9% of the Issuer's Common Stock, upon the closing of
the transactions contemplated by the Agreements.
Item 6. Contracts, Arrangements, Understandings or Relationships
- ------- --------------------------------------------------------
with respect to Securities of the Issuer.
-----------------------------------------
The responses to Items 2, 3, 4 and 5 of this statement are incorporated
herein by reference.
The Agreements are incorporated herein by reference. The Agreements are
filed as Exhibits 99.1 - 99.5 hereto.
Item 7. Material to be Filed as Exhibits.
- ------- ---------------------------------
Exhibit 99.1, Stock Purchase Agreement, dated for convenience as of
October 10, 1999, by and between Brian B. Obie and the Group.
Exhibit 99.2, Stock Purchase Agreement, dated for convenience as of
October 10, 1999, by and between Delores M. Mord and the Group.
Exhibit 99.3, Stock Purchase Agreement, dated for convenience as of
October 10, 1999, by and between Wayne P. Schur and the Group.
Exhibit 99.4, Stock Purchase Agreement, dated for convenience as of
October 10, 1999, by and between Douglas D. Obie and the Group.
Exhibit 99.5, Stock Purchase Agreement, dated for convenience as of
October 10, 1999, by and between Christine Obie-Barrett and the Group.
Exhibit 99.6, Joint Filing Agreement between the Group and Pape
pursuant to Rule 13d-1(k) under the 1934 Act.
<PAGE>
Page 8 of 8 Pages
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.
DATED: November 11, 1999 The Pape Group, Inc.
By: /s/ Randall C. Pape
--------------------------
Randall C. Pape
President and CEO
/s/ Randall C. Pape
-----------------------------
Randall C. Pape
STOCK PURCHASE AGREEMENT
(Brian B. Obie/The Pape Group, Inc.)
This is a Stock Purchase Agreement, dated for convenience as of October
10, 1999 between Brian B. Obie ("Seller") and The Pape Group, Inc., an Oregon
Corporation ("Buyer").
1. RECITALS
1.01 Obie Media Corporation (the "Company") is an Oregon corporation.
1.02 The Company's Common Stock, without par value, is publicly held
and is quoted on the Nasdaq National Market operated by the National Association
of Securities Dealers, Inc.
1.03 Seller is the record and beneficial holder of shares of the
Company's Common Stock. Seller is a member of the Board of Directors and an
officer of the Company.
1.04 Randall C. Pape is a member of the Board of Directors of the
Company and is President, Chief Executive Officer and controlling shareholder of
Buyer.
1.05 Buyer desires to purchase from Seller, and Seller desires to sell
to Buyer, 300,000 shares of the Company's Common Stock (the "Shares") at the
price and subject to the terms and conditions set forth in this Agreement.
1.06 The offer and sale of shares from Seller to Buyer will not be
registered under the Securities Act of 1933 ("Securities Act") or under the
provisions of applicable state securities laws such that Buyer shall acquire the
Shares subject to restrictions on transfer.
THEREFORE, in consideration of the above recitals and the
representations, warranties, covenants and conditions contained herein, and for
other good and valuable consideration, receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
2. PURCHASE AND SALE OF SHARES
2.01 OBLIGATIONS OF BUYER AND SELLER. At the Closing, Seller shall sell
and Buyer shall purchase for the Purchase Price the Shares.
2.02 PURCHASE PRICE. The Purchase Price for the Shares shall be $11.00
per share, payable in immediately available Eugene, Oregon funds at the Closing,
subject only to adjustment, if any shall be appropriate, pursuant to Section
2.05 of this Agreement.
2.03 CLOSING. The Closing shall be held in the offices of Arnold
Gallagher Saydack Percell & Roberts PC 800 Willamette Street, Suite 800, Eugene,
Oregon 97440, beginning at 2:00 P.M. on Monday, January 3, 2000 or at such other
place and time as the parties shall mutually agree. Closing may be conducted by
means of wire transfer, telephone communication, courier and other deliveries
satisfactory to the parties.
Stock Purchase Agreement--Page 1
<PAGE>
2.04 DELIVERIES AT CLOSING. At the Closing, Seller shall deliver
against payment of the Purchase Price, duly endorsed in blank for transfer to
Buyer, with signatures guaranteed by a participant in the medallion signature
verification system, certificates representing the number of Shares to be
transferred to Buyer and Buyer shall deliver to Seller, in immediately available
Eugene, Oregon funds, the Purchase Price applicable to such Shares.
2.05 ADJUSTMENTS TO REFLECT CHANGES IN COMPANY'S CAPITAL STRUCTURE. In
the event that, after October 10, 1999 and prior to Closing, the shares of
Common Stock of the Company shall be split, combined or consolidated by
dividend, reclassification or otherwise into a greater or lesser number of
shares of Common Stock (for convenience, a "Recapitalization'), the Purchase
Price per Share in effect immediately prior to such combination or consolidation
and the number of Shares Buyer shall purchase under this Agreement shall,
concurrently with the effectiveness of such combination or consolidation, be
equitably and proportionately adjusted such that the total purchase price for
all Shares shall not change and Buyer shall receive upon consummation of the
transactions to be concluded at Closing, the same proportionate interest in the
Company's outstanding Common Stock as buyer would have received if the Closing
had occurred immediately prior to the effective date of such Recapitalization.
If, prior to Closing, there shall be effected any consolidation or merger of the
Company with any other entity, or a sale of all or substantially all of the
Company's assets to another entity (for convenience, a "Business Combination"),
and if the holders of the Company's Common Stock shall be entitled pursuant to
the terms of any such transaction to receive stock, securities or assets with
respect to or in exchange for Common Stock, then, Buyer shall have the right to
receive upon consummation of the transactions to be concluded at Closing, upon
the basis and upon the terms and conditions specified in this Agreement and in
lieu of the Shares otherwise deliverable at Closing, such shares of stock,
securities or assets as may be issuable or payable with respect to or in
exchange for such Shares as Buyer would have received if the Closing had
occurred immediately prior to effectiveness of such Business Combination. In the
event the Company shall declare a distribution in respect of the Company's
Common Stock payable in cash, securities of other persons, evidences of
indebtedness issued by the Company or other persons, assets or options or rights
not otherwise referred to in this section 2.05, then, in such case, upon
consummation of the transactions to be concluded at the Closing, the Buyer shall
be entitled to a proportional share of any such distribution as though Buyer was
the holder of the number of Shares purchasable at the Closing as of the record
date fixed for determination of the holders of Common Stock of the Company
entitled to receive such distributions.
2.06 TRANSFER TAXES. Any and all documentary or transfer taxes payable
in connection with the transactions contemplated by this Agreement shall be paid
Buyer.
3. REPRESENTATIONS AND WARRANTIES AND CERTAIN COVENANTS OF BUYER
Buyer represents, warrants and covenants to Seller that, as of the date
of the date of this Agreement and as of the Closing:
3.01 AUTHORITY AND BINDING EFFECT. Buyer has all requisite legal and
corporate or other power and capacity, and has taken all requisite corporate or
other action, to execute and deliver this Agreement and to carry out and perform
all of its obligations under this Agreement
Stock Purchase Agreement--Page 2
<PAGE>
and this Agreement constitutes the legal, valid and binding obligation of Buyer,
enforceable in accordance with its terms except as limited by applicable
bankruptcy, insolvency, reorganization or similar laws relating to or affecting
the enforcement of creditors rights generally and as limited by equitable
principles generally.
3.02 NO BROKERAGE COMMISSIONS. There are no claims for brokerage
commissions, finder's fees, or similar compensation in connection with the
transactions contemplated by this Agreement or any arrangement or agreement
entered into by Buyer and binding upon Seller.
3.03 ACCREDITED INVESTOR. Buyer is an "accredited investor" as defined
in Rule 501(a) under the Securities Act. Buyer is aware of the Company's
business affairs and financial condition and has had access to and has acquired
sufficient information about the Company to reach an informed and knowledgeable
decision to acquire the Shares. Buyer has such business and financial experience
as is required to give it the capacity to protect its own interests in
connection with the purchase of the Shares.
3.04 PURCHASE FOR INVESTMENT. Buyer is purchasing the Shares for its
own account as principal, for investment purposes, and not with a view to
resale, distribution or fractionalization thereof, in whole or in part. Buyer
understands that its acquisition of the Shares has not been registered under the
Securities Act or registered or qualified under any state securities law in
reliance on specific exemptions therefrom, which exemptions may depend upon,
among other things, the bona fide in nature of Buyer's investment intent as
expressed herein. Buyer will not, directly or indirectly, offer, sell, pledge,
transfer, or otherwise dispose of (or solicit any offers to buy, purchase or
otherwise acquire or take a pledge of) any of the Shares except in compliance
with the Securities Act and the rules and regulations thereunder. Certificates
evidencing Buyer's ownership of the Shares shall bear an appropriate legend
referring to this requirement.
4. REPRESENTATIONS, WARRANTIES AND CERTAIN COVENANTS OF SELLER
Seller represents, warrants and covenants to Buyer that, with respect
to Seller's sale of Shares to Buyer:
4.01 AUTHORITY AND BINDING EFFECT. Seller has all requisite legal and
other power and capacity, and has taken all requisite action, to execute and
deliver this Agreement and to carry out and perform all of Seller's obligations
under this Agreement and this Agreement constitutes the legal, valid and binding
obligation of Seller, enforceable in accordance with its terms except as limited
by applicable bankruptcy, insolvency, reorganization or similar laws relating to
or affecting the enforcement of creditors rights generally and as limited by
equitable principles generally.
4.02 TITLE TO SHARES. Seller is the sole record and beneficial owner
of, and has the right to sell the Shares and all such Shares are now, and will
at the Closing be, free of all encumbrances, and will not be disposed of or
encumbered except: (a) for restrictions imposed by certain "lock-up" agreements
heretofore disclosed to Buyer, which restrictions will automatically expire
prior to Closing; and (b) the terms of this Agreement, and that Buyer shall
receive good and marketable title to all Shares deliverable by Seller under this
Agreement.
Stock Purchase Agreement--Page 3
<PAGE>
4.03 NO BROKERAGE COMMISSIONS. There are no claims for brokerage
commissions, finder's fees, or similar compensation in connection with the
transactions contemplated by this Agreement or any arrangement or agreement
entered into by Seller and binding upon Buyer.
4.04 EXEMPT FROM REGISTRATION. The offer and sale of the Shares to
Buyer by Seller hereunder is exempt from the registration requirements of the
Securities Act of 1933 and from registration requirements of any applicable
state securities laws.
4.05 SEC DOCUMENTS - SUBSEQUENT EVENTS. The Company has timely filed
all SEC Documents required to be filed by the Company since December 31, 1998).
The term "SEC Documents" means all registration statements, proxy statements,
periodic and current reports and schedules, and amendments thereto, filed by the
Company with the United States Securities and Exchange Commission. The SEC
Documents (a) at the time filed, complied in all material respects with the
applicable requirements of the securities laws under which they were filed, and
(b) did not, at the time they were filed (or, if amended or superseded by a
filing prior to the date of this Agreement, then on the date of such filing),
contain any untrue statement of a material fact or omit to state a material fact
required to be stated in such SEC Documents, or necessary in order to make the
statements in such SEC Documents in light of the circumstances under which they
were made, not misleading. Seller has no knowledge of any material adverse
change in the Company's financial condition or results of operations since
August 10, 1999, the date of the Company's Prospectus forming part of the
Company's Registration Statement No. 333-79367 on Form S-1 filed with the SEC.
4.06 POSSIBLE COMPANY REGISTRATION STATEMENT. In the event the Company
should determine to register shares of its Common Stock for sale to the public
on a registration form which would also permit a sale of Shares held by Buyer,
Seller agrees, upon request of Buyer, to use reasonable efforts to cause Buyer's
Shares to be included in such registration statement, provided that:
a. Seller's covenant hereunder extends only to Seller's interest as a
shareholder of the Company and not as a director, officer or
fiduciary of the Company - nothing in this Agreement shall in any
way limit Seller's freedom to fulfill such Seller's fiduciary or
other duties as an officer, employee or director of the Company or
to shareholders of the Company as a whole;
b. Shares to be offered and sold by the Company shall be entitled to
priority and precedence for inclusion in the registration
statement over any Shares to be offered by Buyer;
c. To the extent, if any, that there shall be included in such
registration statement shares of both Buyer and Seller, Buyer and
Seller shall be entitled to participate in the offering in
proportion to their respective holdings of the Company's Common
Stock;
Stock Purchase Agreement--Page 4
<PAGE>
d. Nothing in this paragraph shall obligate the Company to file a
registration statement or make any determination to offer any of
its shares or other securities to the public; and
e. Buyer shall bear its proportionate share of all underwriting,
discounts, commissions and other expenses in connection with such
offering.
5. GENERAL PROVISIONS
5.01 AMENDMENTS. This Agreement may be amended, modified or
supplemented only by written agreement signed by Buyer and Seller.
5.02 NOTICES. All notices, requests, demands and other communications
required or permitted hereunder will be in writing and will be deemed to have
been given when delivered by hand or two days after being mailed by United
States mail, first class postage pre-paid and addressed as follows:
If to BUYER: Randall C. Pape
The Pape Group, Inc.
PO Box 407
Eugene OR 97440
If to SELLER: Brian B. Obie
c/o Obie Media Corporation
4211 West 11th Avenue
Eugene OR 97402
5.03 ASSIGNMENT. Neither this Agreement, nor any interest herein, may
be assigned by any party without the prior written consent of the other party
hereto. No permitted assignment will release the assignor from its obligations
hereunder. Subject to the foregoing, this Agreement, and all of the provisions
hereof shall be binding upon, and shall inure to the benefit of the parties
hereto, with respect to successors, assigns, heirs, executors and personal
representatives. Nothing in this Agreement, expressed or implied is intend to
confer upon any person other than the parties hereto or their respective
successors, any rights, remedies, obligations or liabilities under or by reason
of this Agreement except that the Company is an intended beneficiary of
restrictions on transfer of Shares.
5.04 GOVERNING LAW. All matters with respect to this Agreement,
including, but not limited to matters of validity, construction, effect and
performance, will be governed by the laws of the State of Oregon applicable to
contracts made, and to be performed, therein between residents thereof,
regardless of the laws that might be applicable under principles of conflicts of
laws.
5.05 ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
understanding of the parties hereto as to the subject matter hereof. There are
no restrictions, promises, representations, warranties, covenants or
undertakings other than those expressly set
Stock Purchase Agreement--Page 5
<PAGE>
forth or referred to herein. This Agreement supersedes all prior Agreements and
understandings among the parties with respect to the subject matter hereof.
5.06 SEVERABILITY. Any term or provision of this Agreement that is
invalid or unenforceable in any jurisdiction will, as to such jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms or provisions of this
Agreement, or effecting the validity or enforceability of any of the terms or
provisions of this Agreement.
5.07 EXPENSES. Each party to this Agreement shall be responsible for,
and shall pay, all of its own fees and expenses, including those of its counsel
and advisors, incurred in the negotiation, preparation and consummation of the
Agreement and the purchase.
5.08 FURTHER ASSURANCES. Each party to this Agreement shall, without
further consideration, do and perform, or cause to be done and performed, such
further acts and things, shall execute and deliver such further agreements,
certificates, instruments, and documents, as another party hereto may reasonably
request in order to more fully accomplish the purposes of this Agreement and the
consummation of the transactions contemplated hereby.
5.09 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which will be deemed an original binding upon the signer
thereof against the other signing parties, but all counterparts together, shall
constitute one and the same instrument. Any counterpart may be offered or
introduced as evidence of the Agreement.
BUYER:
THE PAPE GROUP, INC.
By: /s/ Randall C. Pape Date: 11/1 , 99 .
------------------------------ ------------- -----
Randall C. Pape, President
SELLER:
/s/ Brian B. Obie Date: 10-28 , 99 .
- --------------------------------- ------------- -----
Brian B. Obie
Stock Purchase Agreement--Page 6
STOCK PURCHASE AGREEMENT
(Delores M. Mord/The Pape Group, Inc.)
This is a Stock Purchase Agreement, dated for convenience as of October
10, 1999 between Delores M. Mord ("Seller") and The Pape Group, Inc., an Oregon
Corporation ("Buyer").
1. RECITALS
1.01 Obie Media Corporation (the "Company") is an Oregon corporation.
1.02 The Company's Common Stock, without par value, is publicly held
and is quoted on the Nasdaq National Market operated by the National Association
of Securities Dealers, Inc.
1.03 Seller is the record and beneficial holder of shares of the
Company's Common Stock. Seller is a member of the Board of Directors and an
officer of the Company.
1.04 Randall C. Pape is a member of the Board of Directors of the
Company and is President, Chief Executive Officer and controlling shareholder of
Buyer.
1.05 Buyer desires to purchase from Seller, and Seller desires to sell
to Buyer, 90,000 shares of the Company's Common Stock (the "Shares") at the
price and subject to the terms and conditions set forth in this Agreement.
1.06 The offer and sale of shares from Seller to Buyer will not be
registered under the Securities Act of 1933 ("Securities Act") or under the
provisions of applicable state securities laws such that Buyer shall acquire the
Shares subject to restrictions on transfer.
THEREFORE, in consideration of the above recitals and the
representations, warranties, covenants and conditions contained herein, and for
other good and valuable consideration, receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
2. PURCHASE AND SALE OF SHARES
2.01 OBLIGATIONS OF BUYER AND SELLER. At the Closing, Seller shall sell
and Buyer shall purchase for the Purchase Price the Shares.
2.02 PURCHASE PRICE. The Purchase Price for the Shares shall be $11.00
per share, payable in immediately available Eugene, Oregon funds at the Closing,
subject only to adjustment, if any shall be appropriate, pursuant to Section
2.05 of this Agreement.
2.03 CLOSING. The Closing shall be held in the offices of Arnold
Gallagher Saydack Percell & Roberts PC 800 Willamette Street, Suite 800, Eugene,
Oregon 97440, beginning at 2:00 P.M. on Monday, January 3, 2000 or at such other
place and time as the parties shall mutually agree. Closing may be conducted by
means of wire transfer, telephone communication, courier and other deliveries
satisfactory to the parties.
Stock Purchase Agreement--Page 1
<PAGE>
2.04 DELIVERIES AT CLOSING. At the Closing, Seller shall deliver
against payment of the Purchase Price, duly endorsed in blank for transfer to
Buyer, with signatures guaranteed by a participant in the medallion signature
verification system, certificates representing the number of Shares to be
transferred to Buyer and Buyer shall deliver to Seller, in immediately available
Eugene, Oregon funds, the Purchase Price applicable to such Shares.
2.05 ADJUSTMENTS TO REFLECT CHANGES IN COMPANY'S CAPITAL STRUCTURE. In
the event that, after October 10, 1999 and prior to Closing, the shares of
Common Stock of the Company shall be split, combined or consolidated by
dividend, reclassification or otherwise into a greater or lesser number of
shares of Common Stock (for convenience, a "Recapitalization'), the Purchase
Price per Share in effect immediately prior to such combination or consolidation
and the number of Shares Buyer shall purchase under this Agreement shall,
concurrently with the effectiveness of such combination or consolidation, be
equitably and proportionately adjusted such that the total purchase price for
all Shares shall not change and Buyer shall receive upon consummation of the
transactions to be concluded at Closing, the same proportionate interest in the
Company's outstanding Common Stock as buyer would have received if the Closing
had occurred immediately prior to the effective date of such Recapitalization.
If, prior to Closing, there shall be effected any consolidation or merger of the
Company with any other entity, or a sale of all or substantially all of the
Company's assets to another entity (for convenience, a "Business Combination"),
and if the holders of the Company's Common Stock shall be entitled pursuant to
the terms of any such transaction to receive stock, securities or assets with
respect to or in exchange for Common Stock, then, Buyer shall have the right to
receive upon consummation of the transactions to be concluded at Closing, upon
the basis and upon the terms and conditions specified in this Agreement and in
lieu of the Shares otherwise deliverable at Closing, such shares of stock,
securities or assets as may be issuable or payable with respect to or in
exchange for such Shares as Buyer would have received if the Closing had
occurred immediately prior to effectiveness of such Business Combination. In the
event the Company shall declare a distribution in respect of the Company's
Common Stock payable in cash, securities of other persons, evidences of
indebtedness issued by the Company or other persons, assets or options or rights
not otherwise referred to in this section 2.05, then, in such case, upon
consummation of the transactions to be concluded at the Closing, the Buyer shall
be entitled to a proportional share of any such distribution as though Buyer was
the holder of the number of Shares purchasable at the Closing as of the record
date fixed for determination of the holders of Common Stock of the Company
entitled to receive such distributions.
2.06 TRANSFER TAXES. Any and all documentary or transfer taxes payable
in connection with the transactions contemplated by this Agreement shall be paid
Buyer.
3. REPRESENTATIONS AND WARRANTIES AND CERTAIN COVENANTS OF BUYER
Buyer represents, warrants and covenants to Seller that, as of the date
of the date of this Agreement and as of the Closing:
3.01 AUTHORITY AND BINDING EFFECT. Buyer has all requisite legal and
corporate or other power and capacity, and has taken all requisite corporate or
other action, to execute and
Stock Purchase Agreement--Page 2
<PAGE>
deliver this Agreement and to carry out and perform all of its obligations under
this Agreement and this Agreement constitutes the legal, valid and binding
obligation of Buyer, enforceable in accordance with its terms except as limited
by applicable bankruptcy, insolvency, reorganization or similar laws relating to
or affecting the enforcement of creditors rights generally and as limited by
equitable principles generally.
3.02 NO BROKERAGE COMMISSIONS. There are no claims for brokerage
commissions, finder's fees, or similar compensation in connection with the
transactions contemplated by this Agreement or any arrangement or agreement
entered into by Buyer and binding upon Seller.
3.03 ACCREDITED INVESTOR. Buyer is an "accredited investor" as defined
in Rule 501(a) under the Securities Act. Buyer is aware of the Company's
business affairs and financial condition and has had access to and has acquired
sufficient information about the Company to reach an informed and knowledgeable
decision to acquire the Shares. Buyer has such business and financial experience
as is required to give it the capacity to protect its own interests in
connection with the purchase of the Shares.
3.04 PURCHASE FOR INVESTMENT. Buyer is purchasing the Shares for its
own account as principal, for investment purposes, and not with a view to
resale, distribution or fractionalization thereof, in whole or in part. Buyer
understands that its acquisition of the Shares has not been registered under the
Securities Act or registered or qualified under any state securities law in
reliance on specific exemptions therefrom, which exemptions may depend upon,
among other things, the bona fide in nature of Buyer's investment intent as
expressed herein. Buyer will not, directly or indirectly, offer, sell, pledge,
transfer, or otherwise dispose of (or solicit any offers to buy, purchase or
otherwise acquire or take a pledge of) any of the Shares except in compliance
with the Securities Act and the rules and regulations thereunder. Certificates
evidencing Buyer's ownership of the Shares shall bear an appropriate legend
referring to this requirement.
4. REPRESENTATIONS, WARRANTIES AND CERTAIN COVENANTS OF SELLER
Seller represents, warrants and covenants to Buyer that, with respect
to Seller's sale of Shares to Buyer:
4.01 AUTHORITY AND BINDING EFFECT. Seller has all requisite legal and
other power and capacity, and has taken all requisite action, to execute and
deliver this Agreement and to carry out and perform all of Seller's obligations
under this Agreement and this Agreement constitutes the legal, valid and binding
obligation of Seller, enforceable in accordance with its terms except as limited
by applicable bankruptcy, insolvency, reorganization or similar laws relating to
or affecting the enforcement of creditors rights generally and as limited by
equitable principles generally.
4.02 TITLE TO SHARES. Seller is the sole record and beneficial owner
of, and has the right to sell the Shares and all such Shares are now, and will
at the Closing be, free of all encumbrances, and will not be disposed of or
encumbered except: (a) for restrictions imposed by certain "lock-up" agreements
heretofore disclosed to Buyer, which restrictions will automatically
Stock Purchase Agreement--Page 3
<PAGE>
expire prior to Closing; and (b) the terms of this Agreement, and that Buyer
shall receive good and marketable title to all Shares deliverable by Seller
under this Agreement.
4.03 NO BROKERAGE COMMISSIONS. There are no claims for brokerage
commissions, finder's fees, or similar compensation in connection with the
transactions contemplated by this Agreement or any arrangement or agreement
entered into by Seller and binding upon Buyer.
4.04 EXEMPT FROM REGISTRATION. The offer and sale of the Shares to
Buyer by Seller hereunder is exempt from the registration requirements of the
Securities Act of 1933 and from registration requirements of any applicable
state securities laws.
4.05 SEC DOCUMENTS - SUBSEQUENT EVENTS. The Company has timely filed
all SEC Documents required to be filed by the Company since December 31, 1998).
The term "SEC Documents" means all registration statements, proxy statements,
periodic and current reports and schedules, and amendments thereto, filed by the
Company with the United States Securities and Exchange Commission. The SEC
Documents (a) at the time filed, complied in all material respects with the
applicable requirements of the securities laws under which they were filed, and
(b) did not, at the time they were filed (or, if amended or superseded by a
filing prior to the date of this Agreement, then on the date of such filing),
contain any untrue statement of a material fact or omit to state a material fact
required to be stated in such SEC Documents, or necessary in order to make the
statements in such SEC Documents in light of the circumstances under which they
were made, not misleading. Seller has no knowledge of any material adverse
change in the Company's financial condition or results of operations since
August 10, 1999, the date of the Company's Prospectus forming part of the
Company's Registration Statement No. 333-79367 on Form S-1 filed with the SEC.
4.06 POSSIBLE COMPANY REGISTRATION STATEMENT. In the event the Company
should determine to register shares of its Common Stock for sale to the public
on a registration form which would also permit a sale of Shares held by Buyer,
Seller agrees, upon request of Buyer, to use reasonable efforts to cause Buyer's
Shares to be included in such registration statement, provided that:
a. Seller's covenant hereunder extends only to Seller's interest as a
shareholder of the Company and not as a director, officer or
fiduciary of the Company - nothing in this Agreement shall in any
way limit Seller's freedom to fulfill such Seller's fiduciary or
other duties as an officer, employee or director of the Company or
to shareholders of the Company as a whole;
b. Shares to be offered and sold by the Company shall be entitled to
priority and precedence for inclusion in the registration
statement over any Shares to be offered by Buyer;
c. To the extent, if any, that there shall be included in such
registration statement shares of both Buyer and Seller, Buyer and
Seller shall be entitled to participate in the offering in
proportion to their respective holdings of the Company's Common
Stock;
Stock Purchase Agreement--Page 4
<PAGE>
d. Nothing in this paragraph shall obligate the Company to file a
registration statement or make any determination to offer any of
its shares or other securities to the public; and
e. Buyer shall bear its proportionate share of all underwriting,
discounts, commissions and other expenses in connection with such
offering.
5. GENERAL PROVISIONS
5.01 AMENDMENTS. This Agreement may be amended, modified or
supplemented only by written agreement signed by Buyer and Seller.
5.02 NOTICES. All notices, requests, demands and other communications
required or permitted hereunder will be in writing and will be deemed to have
been given when delivered by hand or two days after being mailed by United
States mail, first class postage pre-paid and addressed as follows:
If to BUYER: Randall C. Pape
The Pape Group, Inc.
PO Box 407
Eugene OR 97440
If to SELLER: Delores M. Mord
c/o Obie Media Corporation
4211 West 11th Avenue
Eugene OR 97402
5.03 ASSIGNMENT. Neither this Agreement, nor any interest herein, may
be assigned by any party without the prior written consent of the other party
hereto. No permitted assignment will release the assignor from its obligations
hereunder. Subject to the foregoing, this Agreement, and all of the provisions
hereof shall be binding upon, and shall inure to the benefit of the parties
hereto, with respect to successors, assigns, heirs, executors and personal
representatives. Nothing in this Agreement, expressed or implied is intend to
confer upon any person other than the parties hereto or their respective
successors, any rights, remedies, obligations or liabilities under or by reason
of this Agreement except that the Company is an intended beneficiary of
restrictions on transfer of Shares.
5.04 GOVERNING LAW. All matters with respect to this Agreement,
including, but not limited to matters of validity, construction, effect and
performance, will be governed by the laws of the State of Oregon applicable to
contracts made, and to be performed, therein between residents thereof,
regardless of the laws that might be applicable under principles of conflicts of
laws.
5.05 ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
understanding of the parties hereto as to the subject matter hereof. There are
no restrictions, promises, representations, warranties, covenants or
undertakings other than those expressly set
Stock Purchase Agreement--Page 5
<PAGE>
forth or referred to herein. This Agreement supersedes all prior Agreements and
understandings among the parties with respect to the subject matter hereof.
5.06 SEVERABILITY. Any term or provision of this Agreement that is
invalid or unenforceable in any jurisdiction will, as to such jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms or provisions of this
Agreement, or effecting the validity or enforceability of any of the terms or
provisions of this Agreement.
5.07 EXPENSES. Each party to this Agreement shall be responsible for,
and shall pay, all of its own fees and expenses, including those of its counsel
and advisors, incurred in the negotiation, preparation and consummation of the
Agreement and the purchase.
5.08 FURTHER ASSURANCES. Each party to this Agreement shall, without
further consideration, do and perform, or cause to be done and performed, such
further acts and things, shall execute and deliver such further agreements,
certificates, instruments, and documents, as another party hereto may reasonably
request in order to more fully accomplish the purposes of this Agreement and the
consummation of the transactions contemplated hereby.
5.09 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which will be deemed an original binding upon the signer
thereof against the other signing parties, but all counterparts together, shall
constitute one and the same instrument. Any counterpart may be offered or
introduced as evidence of the Agreement.
BUYER:
By: /s/ Randall C. Pape Date: 11/1 , 99 .
------------------------------ ------------- -----
Randall C. Pape, President
SELLER:
/s/ Delores M. Mord Date: 10-27 , 99 .
- --------------------------------- ------------- -----
Delores M. Mord
Stock Purchase Agreement--Page 6
STOCK PURCHASE AGREEMENT
(Wayne P. Schur/The Pape Group, Inc.)
This is a Stock Purchase Agreement, dated for convenience as of October
10, 1999 between Wayne P. Schur ("Seller") and The Pape Group, Inc., an Oregon
Corporation ("Buyer").
1. RECITALS
1.01 Obie Media Corporation (the "Company") is an Oregon corporation.
1.02 The Company's Common Stock, without par value, is publicly held
and is quoted on the Nasdaq National Market operated by the National Association
of Securities Dealers, Inc.
1.03 Seller is the record and beneficial holder of shares of the
Company's Common Stock. Seller is a member of the Board of Directors and an
officer of the Company.
1.04 Randall C. Pape is a member of the Board of Directors of the
Company and is President, Chief Executive Officer and controlling shareholder of
Buyer.
1.05 Buyer desires to purchase from Seller, and Seller desires to sell
to Buyer, 40,000 shares of the Company's Common Stock (the "Shares") at the
price and subject to the terms and conditions set forth in this Agreement.
1.06 The offer and sale of shares from Seller to Buyer will not be
registered under the Securities Act of 1933 ("Securities Act") or under the
provisions of applicable state securities laws such that Buyer shall acquire the
Shares subject to restrictions on transfer.
THEREFORE, in consideration of the above recitals and the
representations, warranties, covenants and conditions contained herein, and for
other good and valuable consideration, receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
2. PURCHASE AND SALE OF SHARES
2.01 OBLIGATIONS OF BUYER AND SELLER. At the Closing, Seller shall sell
and Buyer shall purchase for the Purchase Price the Shares.
2.02 PURCHASE PRICE. The Purchase Price for the Shares shall be $11.00
per share, payable in immediately available Eugene, Oregon funds at the Closing,
subject only to adjustment, if any shall be appropriate, pursuant to Section
2.05 of this Agreement.
2.03 CLOSING. The Closing shall be held in the offices of Arnold
Gallagher Saydack Percell & Roberts PC 800 Willamette Street, Suite 800, Eugene,
Oregon 97440, beginning at 2:00 P.M. on Monday, January 3, 2000 or at such other
place and time as the parties shall mutually agree. Closing may be conducted by
means of wire transfer, telephone communication, courier and other deliveries
satisfactory to the parties.
Stock Purchase Agreement--Page 1
<PAGE>
2.04 DELIVERIES AT CLOSING. At the Closing, Seller shall deliver
against payment of the Purchase Price, duly endorsed in blank for transfer to
Buyer, with signatures guaranteed by a participant in the medallion signature
verification system, certificates representing the number of Shares to be
transferred to Buyer and Buyer shall deliver to Seller, in immediately available
Eugene, Oregon funds, the Purchase Price applicable to such Shares.
2.05 ADJUSTMENTS TO REFLECT CHANGES IN COMPANY'S CAPITAL STRUCTURE. In
the event that, after October 10, 1999 and prior to Closing, the shares of
Common Stock of the Company shall be split, combined or consolidated by
dividend, reclassification or otherwise into a greater or lesser number of
shares of Common Stock (for convenience, a "Recapitalization'), the Purchase
Price per Share in effect immediately prior to such combination or consolidation
and the number of Shares Buyer shall purchase under this Agreement shall,
concurrently with the effectiveness of such combination or consolidation, be
equitably and proportionately adjusted such that the total purchase price for
all Shares shall not change and Buyer shall receive upon consummation of the
transactions to be concluded at Closing, the same proportionate interest in the
Company's outstanding Common Stock as buyer would have received if the Closing
had occurred immediately prior to the effective date of such Recapitalization.
If, prior to Closing, there shall be effected any consolidation or merger of the
Company with any other entity, or a sale of all or substantially all of the
Company's assets to another entity (for convenience, a "Business Combination"),
and if the holders of the Company's Common Stock shall be entitled pursuant to
the terms of any such transaction to receive stock, securities or assets with
respect to or in exchange for Common Stock, then, Buyer shall have the right to
receive upon consummation of the transactions to be concluded at Closing, upon
the basis and upon the terms and conditions specified in this Agreement and in
lieu of the Shares otherwise deliverable at Closing, such shares of stock,
securities or assets as may be issuable or payable with respect to or in
exchange for such Shares as Buyer would have received if the Closing had
occurred immediately prior to effectiveness of such Business Combination. In the
event the Company shall declare a distribution in respect of the Company's
Common Stock payable in cash, securities of other persons, evidences of
indebtedness issued by the Company or other persons, assets or options or rights
not otherwise referred to in this section 2.05, then, in such case, upon
consummation of the transactions to be concluded at the Closing, the Buyer shall
be entitled to a proportional share of any such distribution as though Buyer was
the holder of the number of Shares purchasable at the Closing as of the record
date fixed for determination of the holders of Common Stock of the Company
entitled to receive such distributions.
2.06 TRANSFER TAXES. Any and all documentary or transfer taxes payable
in connection with the transactions contemplated by this Agreement shall be paid
Buyer.
3. REPRESENTATIONS AND WARRANTIES AND CERTAIN COVENANTS OF BUYER
Buyer represents, warrants and covenants to Seller that, as of the date
of the date of this Agreement and as of the Closing:
3.01 AUTHORITY AND BINDING EFFECT. Buyer has all requisite legal and
corporate or other power and capacity, and has taken all requisite corporate or
other action, to execute and deliver this Agreement and to carry out and perform
all of its obligations under this Agreement
Stock Purchase Agreement--Page 2
<PAGE>
and this Agreement constitutes the legal, valid and binding obligation of Buyer,
enforceable in accordance with its terms except as limited by applicable
bankruptcy, insolvency, reorganization or similar laws relating to or affecting
the enforcement of creditors rights generally and as limited by equitable
principles generally.
3.02 NO BROKERAGE COMMISSIONS. There are no claims for brokerage
commissions, finder's fees, or similar compensation in connection with the
transactions contemplated by this Agreement or any arrangement or agreement
entered into by Buyer and binding upon Seller.
3.03 ACCREDITED INVESTOR. Buyer is an "accredited investor" as defined
in Rule 501(a) under the Securities Act. Buyer is aware of the Company's
business affairs and financial condition and has had access to and has acquired
sufficient information about the Company to reach an informed and knowledgeable
decision to acquire the Shares. Buyer has such business and financial experience
as is required to give it the capacity to protect its own interests in
connection with the purchase of the Shares.
3.04 PURCHASE FOR INVESTMENT. Buyer is purchasing the Shares for its
own account as principal, for investment purposes, and not with a view to
resale, distribution or fractionalization thereof, in whole or in part. Buyer
understands that its acquisition of the Shares has not been registered under the
Securities Act or registered or qualified under any state securities law in
reliance on specific exemptions therefrom, which exemptions may depend upon,
among other things, the bona fide in nature of Buyer's investment intent as
expressed herein. Buyer will not, directly or indirectly, offer, sell, pledge,
transfer, or otherwise dispose of (or solicit any offers to buy, purchase or
otherwise acquire or take a pledge of) any of the Shares except in compliance
with the Securities Act and the rules and regulations thereunder. Certificates
evidencing Buyer's ownership of the Shares shall bear an appropriate legend
referring to this requirement.
4. REPRESENTATIONS, WARRANTIES AND CERTAIN COVENANTS OF SELLER
Seller represents, warrants and covenants to Buyer that, with respect
to Seller's sale of Shares to Buyer:
4.01 AUTHORITY AND BINDING EFFECT. Seller has all requisite legal and
other power and capacity, and has taken all requisite action, to execute and
deliver this Agreement and to carry out and perform all of Seller's obligations
under this Agreement and this Agreement constitutes the legal, valid and binding
obligation of Seller, enforceable in accordance with its terms except as limited
by applicable bankruptcy, insolvency, reorganization or similar laws relating to
or affecting the enforcement of creditors rights generally and as limited by
equitable principles generally.
4.02 TITLE TO SHARES. Seller is the sole record and beneficial owner
of, and has the right to sell the Shares and all such Shares are now, and will
at the Closing be, free of all encumbrances, and will not be disposed of or
encumbered except: (a) for restrictions imposed by certain "lock-up" agreements
heretofore disclosed to Buyer, which restrictions will automatically expire
prior to Closing; and (b) the terms of this Agreement, and that Buyer shall
receive good and marketable title to all Shares deliverable by Seller under this
Agreement.
Stock Purchase Agreement--Page 3
<PAGE>
4.03 NO BROKERAGE COMMISSIONS. There are no claims for brokerage
commissions, finder's fees, or similar compensation in connection with the
transactions contemplated by this Agreement or any arrangement or agreement
entered into by Seller and binding upon Buyer.
4.04 EXEMPT FROM REGISTRATION. The offer and sale of the Shares to
Buyer by Seller hereunder is exempt from the registration requirements of the
Securities Act of 1933 and from registration requirements of any applicable
state securities laws.
4.05 SEC DOCUMENTS - SUBSEQUENT EVENTS. The Company has timely filed
all SEC Documents required to be filed by the Company since December 31, 1998).
The term "SEC Documents" means all registration statements, proxy statements,
periodic and current reports and schedules, and amendments thereto, filed by the
Company with the United States Securities and Exchange Commission. The SEC
Documents (a) at the time filed, complied in all material respects with the
applicable requirements of the securities laws under which they were filed, and
(b) did not, at the time they were filed (or, if amended or superseded by a
filing prior to the date of this Agreement, then on the date of such filing),
contain any untrue statement of a material fact or omit to state a material fact
required to be stated in such SEC Documents, or necessary in order to make the
statements in such SEC Documents in light of the circumstances under which they
were made, not misleading. Seller has no knowledge of any material adverse
change in the Company's financial condition or results of operations since
August 10, 1999, the date of the Company's Prospectus forming part of the
Company's Registration Statement No. 333-79367 on Form S-1 filed with the SEC.
4.06 POSSIBLE COMPANY REGISTRATION STATEMENT. In the event the Company
should determine to register shares of its Common Stock for sale to the public
on a registration form which would also permit a sale of Shares held by Buyer,
Seller agrees, upon request of Buyer, to use reasonable efforts to cause Buyer's
Shares to be included in such registration statement, provided that:
a. Seller's covenant hereunder extends only to Seller's interest as a
shareholder of the Company and not as a director, officer or
fiduciary of the Company - nothing in this Agreement shall in any
way limit Seller's freedom to fulfill such Seller's fiduciary or
other duties as an officer, employee or director of the Company or
to shareholders of the Company as a whole;
b. Shares to be offered and sold by the Company shall be entitled to
priority and precedence for inclusion in the registration
statement over any Shares to be offered by Buyer;
c. To the extent, if any, that there shall be included in such
registration statement shares of both Buyer and Seller, Buyer and
Seller shall be entitled to participate in the offering in
proportion to their respective holdings of the Company's Common
Stock;
Stock Purchase Agreement--Page 4
<PAGE>
d. Nothing in this paragraph shall obligate the Company to file a
registration statement or make any determination to offer any of
its shares or other securities to the public; and
e. Buyer shall bear its proportionate share of all underwriting,
discounts, commissions and other expenses in connection with such
offering.
5. GENERAL PROVISIONS
5.01 AMENDMENTS. This Agreement may be amended, modified or
supplemented only by written agreement signed by Buyer and Seller.
5.02 NOTICES. All notices, requests, demands and other communications
required or permitted hereunder will be in writing and will be deemed to have
been given when delivered by hand or two days after being mailed by United
States mail, first class postage pre-paid and addressed as follows:
If to BUYER: Randall C. Pape
The Pape Group, Inc.
PO Box 407
Eugene OR 97440
If to SELLER: Wayne P. Schur
c/o Obie Media Corporation
4211 West 11th Avenue
Eugene OR 97402
5.03 ASSIGNMENT. Neither this Agreement, nor any interest herein, may
be assigned by any party without the prior written consent of the other party
hereto. No permitted assignment will release the assignor from its obligations
hereunder. Subject to the foregoing, this Agreement, and all of the provisions
hereof shall be binding upon, and shall inure to the benefit of the parties
hereto, with respect to successors, assigns, heirs, executors and personal
representatives. Nothing in this Agreement, expressed or implied is intend to
confer upon any person other than the parties hereto or their respective
successors, any rights, remedies, obligations or liabilities under or by reason
of this Agreement except that the Company is an intended beneficiary of
restrictions on transfer of Shares.
5.04 GOVERNING LAW. All matters with respect to this Agreement,
including, but not limited to matters of validity, construction, effect and
performance, will be governed by the laws of the State of Oregon applicable to
contracts made, and to be performed, therein between residents thereof,
regardless of the laws that might be applicable under principles of conflicts of
laws.
5.05 ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
understanding of the parties hereto as to the subject matter hereof. There are
no restrictions, promises, representations, warranties, covenants or
undertakings other than those expressly set
Stock Purchase Agreement--Page 5
<PAGE>
forth or referred to herein. This Agreement supersedes all prior Agreements and
understandings among the parties with respect to the subject matter hereof.
5.06 SEVERABILITY. Any term or provision of this Agreement that is
invalid or unenforceable in any jurisdiction will, as to such jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms or provisions of this
Agreement, or effecting the validity or enforceability of any of the terms or
provisions of this Agreement.
5.07 EXPENSES. Each party to this Agreement shall be responsible for,
and shall pay, all of its own fees and expenses, including those of its counsel
and advisors, incurred in the negotiation, preparation and consummation of the
Agreement and the purchase.
5.08 FURTHER ASSURANCES. Each party to this Agreement shall, without
further consideration, do and perform, or cause to be done and performed, such
further acts and things, shall execute and deliver such further agreements,
certificates, instruments, and documents, as another party hereto may reasonably
request in order to more fully accomplish the purposes of this Agreement and the
consummation of the transactions contemplated hereby.
5.09 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which will be deemed an original binding upon the signer
thereof against the other signing parties, but all counterparts together, shall
constitute one and the same instrument. Any counterpart may be offered or
introduced as evidence of the Agreement.
BUYER:
By: /s/ Randall C. Pape Date: 11/1 , 99 .
------------------------------ ------------- -----
Randall C. Pape, President
SELLER:
/s/ Wayne P. Schur Date: October 28 , 99 .
- --------------------------------- ------------- -----
Wayne P. Schur
Stock Purchase Agreement--Page 6
STOCK PURCHASE AGREEMENT
(Douglas D. Obie/The Pape Group, Inc.)
This is a Stock Purchase Agreement, dated for convenience as of October
10, 1999 between Douglas D. Obie ("Seller") and The Pape Group, Inc., an Oregon
Corporation ("Buyer").
1. RECITALS
1.01 Obie Media Corporation (the "Company") is an Oregon corporation.
1.02 The Company's Common Stock, without par value, is publicly held
and is quoted on the Nasdaq National Market operated by the National Association
of Securities Dealers, Inc.
1.03 Seller is the record and beneficial holder of shares of the
Company's Common Stock.
1.04 Randall C. Pape is a member of the Board of Directors of the
Company and is President, Chief Executive Officer and controlling shareholder of
Buyer.
1.05 Buyer desires to purchase from Seller, and Seller desires to sell
to Buyer, 40,000 shares of the Company's Common Stock (the "Shares") at the
price and subject to the terms and conditions set forth in this Agreement.
1.06 The offer and sale of shares from Seller to Buyer will not be
registered under the Securities Act of 1933 ("Securities Act") or under the
provisions of applicable state securities laws such that Buyer shall acquire the
Shares subject to restrictions on transfer.
THEREFORE, in consideration of the above recitals and the
representations, warranties, covenants and conditions contained herein, and for
other good and valuable consideration, receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
2. PURCHASE AND SALE OF SHARES
2.01 OBLIGATIONS OF BUYER AND SELLER. At the Closing, Seller shall sell
and Buyer shall purchase for the Purchase Price the Shares.
2.02 PURCHASE PRICE. The Purchase Price for the Shares shall be $11.00
per share, payable in immediately available Eugene, Oregon funds at the Closing,
subject only to adjustment, if any shall be appropriate, pursuant to Section
2.05 of this Agreement.
2.03 CLOSING. The Closing shall be held in the offices of Arnold
Gallagher Saydack Percell & Roberts PC 800 Willamette Street, Suite 800, Eugene,
Oregon 97440, beginning at 2:00 P.M. on Monday, January 3, 2000 or at such other
place and time as the parties shall mutually agree. Closing may be conducted by
means of wire transfer, telephone communication, courier and other deliveries
satisfactory to the parties.
Stock Purchase Agreement--Page 1
<PAGE>
2.04 DELIVERIES AT CLOSING. At the Closing, Seller shall deliver
against payment of the Purchase Price, duly endorsed in blank for transfer to
Buyer, with signatures guaranteed by a participant in the medallion signature
verification system, certificates representing the number of Shares to be
transferred to Buyer and Buyer shall deliver to Seller, in immediately available
Eugene, Oregon funds, the Purchase Price applicable to such Shares.
2.05 ADJUSTMENTS TO REFLECT CHANGES IN COMPANY'S CAPITAL STRUCTURE. In
the event that, after October 10, 1999 and prior to Closing, the shares of
Common Stock of the Company shall be split, combined or consolidated by
dividend, reclassification or otherwise into a greater or lesser number of
shares of Common Stock (for convenience, a "Recapitalization'), the Purchase
Price per Share in effect immediately prior to such combination or consolidation
and the number of Shares Buyer shall purchase under this Agreement shall,
concurrently with the effectiveness of such combination or consolidation, be
equitably and proportionately adjusted such that the total purchase price for
all Shares shall not change and Buyer shall receive upon consummation of the
transactions to be concluded at Closing, the same proportionate interest in the
Company's outstanding Common Stock as buyer would have received if the Closing
had occurred immediately prior to the effective date of such Recapitalization.
If, prior to Closing, there shall be effected any consolidation or merger of the
Company with any other entity, or a sale of all or substantially all of the
Company's assets to another entity (for convenience, a "Business Combination"),
and if the holders of the Company's Common Stock shall be entitled pursuant to
the terms of any such transaction to receive stock, securities or assets with
respect to or in exchange for Common Stock, then, Buyer shall have the right to
receive upon consummation of the transactions to be concluded at Closing, upon
the basis and upon the terms and conditions specified in this Agreement and in
lieu of the Shares otherwise deliverable at Closing, such shares of stock,
securities or assets as may be issuable or payable with respect to or in
exchange for such Shares as Buyer would have received if the Closing had
occurred immediately prior to effectiveness of such Business Combination. In the
event the Company shall declare a distribution in respect of the Company's
Common Stock payable in cash, securities of other persons, evidences of
indebtedness issued by the Company or other persons, assets or options or rights
not otherwise referred to in this section 2.05, then, in such case, upon
consummation of the transactions to be concluded at the Closing, the Buyer shall
be entitled to a proportional share of any such distribution as though Buyer was
the holder of the number of Shares purchasable at the Closing as of the record
date fixed for determination of the holders of Common Stock of the Company
entitled to receive such distributions.
2.06 TRANSFER TAXES. Any and all documentary or transfer taxes payable
in connection with the transactions contemplated by this Agreement shall be paid
Buyer.
3. REPRESENTATIONS AND WARRANTIES AND CERTAIN COVENANTS OF BUYER
Buyer represents, warrants and covenants to Seller that, as of the date
of the date of this Agreement and as of the Closing:
3.01 AUTHORITY AND BINDING EFFECT. Buyer has all requisite legal and
corporate or other power and capacity, and has taken all requisite corporate or
other action, to execute and
Stock Purchase Agreement--Page 2
<PAGE>
deliver this Agreement and to carry out and perform all of its obligations under
this Agreement and this Agreement constitutes the legal, valid and binding
obligation of Buyer, enforceable in accordance with its terms except as limited
by applicable bankruptcy, insolvency, reorganization or similar laws relating to
or affecting the enforcement of creditors rights generally and as limited by
equitable principles generally.
3.02 NO BROKERAGE COMMISSIONS. There are no claims for brokerage
commissions, finder's fees, or similar compensation in connection with the
transactions contemplated by this Agreement or any arrangement or agreement
entered into by Buyer and binding upon Seller.
3.03 ACCREDITED INVESTOR. Buyer is an "accredited investor" as defined
in Rule 501(a) under the Securities Act. Buyer is aware of the Company's
business affairs and financial condition and has had access to and has acquired
sufficient information about the Company to reach an informed and knowledgeable
decision to acquire the Shares. Buyer has such business and financial experience
as is required to give it the capacity to protect its own interests in
connection with the purchase of the Shares.
3.04 PURCHASE FOR INVESTMENT. Buyer is purchasing the Shares for its
own account as principal, for investment purposes, and not with a view to
resale, distribution or fractionalization thereof, in whole or in part. Buyer
understands that its acquisition of the Shares has not been registered under the
Securities Act or registered or qualified under any state securities law in
reliance on specific exemptions therefrom, which exemptions may depend upon,
among other things, the bona fide in nature of Buyer's investment intent as
expressed herein. Buyer will not, directly or indirectly, offer, sell, pledge,
transfer, or otherwise dispose of (or solicit any offers to buy, purchase or
otherwise acquire or take a pledge of) any of the Shares except in compliance
with the Securities Act and the rules and regulations thereunder. Certificates
evidencing Buyer's ownership of the Shares shall bear an appropriate legend
referring to this requirement.
4. REPRESENTATIONS, WARRANTIES AND CERTAIN COVENANTS OF SELLER
Seller represents, warrants and covenants to Buyer that, with respect
to Seller's sale of Shares to Buyer:
4.01 AUTHORITY AND BINDING EFFECT. Seller has all requisite legal and
other power and capacity, and has taken all requisite action, to execute and
deliver this Agreement and to carry out and perform all of Seller's obligations
under this Agreement and this Agreement constitutes the legal, valid and binding
obligation of Seller, enforceable in accordance with its terms except as limited
by applicable bankruptcy, insolvency, reorganization or similar laws relating to
or affecting the enforcement of creditors rights generally and as limited by
equitable principles generally.
4.02 TITLE TO SHARES. Seller is the sole record and beneficial owner
of, and has the right to sell the Shares and all such Shares are now, and will
at the Closing be, free of all encumbrances, and will not be disposed of or
encumbered except: (a) for restrictions imposed by certain "lock-up" agreements
heretofore disclosed to Buyer, which restrictions will automatically
Stock Purchase Agreement--Page 3
<PAGE>
expire prior to Closing; and (b) the terms of this Agreement, and that Buyer
shall receive good and marketable title to all Shares deliverable by Seller
under this Agreement.
4.03 NO BROKERAGE COMMISSIONS. There are no claims for brokerage
commissions, finder's fees, or similar compensation in connection with the
transactions contemplated by this Agreement or any arrangement or agreement
entered into by Seller and binding upon Buyer.
4.04 EXEMPT FROM REGISTRATION. The offer and sale of the Shares to
Buyer by Seller hereunder is exempt from the registration requirements of the
Securities Act of 1933 and from registration requirements of any applicable
state securities laws.
4.05 POSSIBLE COMPANY REGISTRATION STATEMENT. In the event the Company
should determine to register shares of its Common Stock for sale to the public
on a registration form which would also permit a sale of Shares held by Buyer,
Seller agrees, upon request of Buyer, to use reasonable efforts to cause Buyer's
Shares to be included in such registration statement, provided that:
a. Seller's covenant hereunder extends only to Seller's interest as a
shareholder of the Company and not as a director, officer or
fiduciary of the Company - nothing in this Agreement shall in any
way limit Seller's freedom to fulfill such Seller's fiduciary or
other duties as an officer, employee or director of the Company or
to shareholders of the Company as a whole;
b. Shares to be offered and sold by the Company shall be entitled to
priority and precedence for inclusion in the registration
statement over any Shares to be offered by Buyer;
c. To the extent, if any, that there shall be included in such
registration statement shares of both Buyer and Seller, Buyer and
Seller shall be entitled to participate in the offering in
proportion to their respective holdings of the Company's Common
Stock;
d. Nothing in this paragraph shall obligate the Company to file a
registration statement or make any determination to offer any of
its shares or other securities to the public; and
e. Buyer shall bear its proportionate share of all underwriting,
discounts, commissions and other expenses in connection with such
offering.
5. GENERAL PROVISIONS
5.01 AMENDMENTS. This Agreement may be amended, modified or
supplemented only by written agreement signed by Buyer and Seller.
5.02 NOTICES. All notices, requests, demands and other communications
required or permitted hereunder will be in writing and will be deemed to have
been given when delivered by
Stock Purchase Agreement--Page 4
<PAGE>
hand or two days after being mailed by United States mail, first class postage
pre-paid and addressed as follows:
If to BUYER: Randall C. Pape
The Pape Group, Inc.
PO Box 407
Eugene OR 97440
If to SELLER: Douglas D. Obie
c/o Obie Media Corporation
4211 West 11th Avenue
Eugene OR 97402
5.03 ASSIGNMENT. Neither this Agreement, nor any interest herein, may
be assigned by any party without the prior written consent of the other party
hereto. No permitted assignment will release the assignor from its obligations
hereunder. Subject to the foregoing, this Agreement, and all of the provisions
hereof shall be binding upon, and shall inure to the benefit of the parties
hereto, with respect to successors, assigns, heirs, executors and personal
representatives. Nothing in this Agreement, expressed or implied is intend to
confer upon any person other than the parties hereto or their respective
successors, any rights, remedies, obligations or liabilities under or by reason
of this Agreement except that the Company is an intended beneficiary of
restrictions on transfer of Shares.
5.04 GOVERNING LAW. All matters with respect to this Agreement,
including, but not limited to matters of validity, construction, effect and
performance, will be governed by the laws of the State of Oregon applicable to
contracts made, and to be performed, therein between residents thereof,
regardless of the laws that might be applicable under principles of conflicts of
laws.
5.05 ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
understanding of the parties hereto as to the subject matter hereof. There are
no restrictions, promises, representations, warranties, covenants or
undertakings other than those expressly set forth or referred to herein. This
Agreement supersedes all prior Agreements and understandings among the parties
with respect to the subject matter hereof.
5.06 SEVERABILITY. Any term or provision of this Agreement that is
invalid or unenforceable in any jurisdiction will, as to such jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms or provisions of this
Agreement, or effecting the validity or enforceability of any of the terms or
provisions of this Agreement.
5.07 EXPENSES. Each party to this Agreement shall be responsible for,
and shall pay, all of its own fees and expenses, including those of its counsel
and advisors, incurred in the negotiation, preparation and consummation of the
Agreement and the purchase.
Stock Purchase Agreement--Page 5
<PAGE>
5.08 FURTHER ASSURANCES. Each party to this Agreement shall, without
further consideration, do and perform, or cause to be done and performed, such
further acts and things, shall execute and deliver such further agreements,
certificates, instruments, and documents, as another party hereto may reasonably
request in order to more fully accomplish the purposes of this Agreement and the
consummation of the transactions contemplated hereby.
5.09 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which will be deemed an original binding upon the signer
thereof against the other signing parties, but all counterparts together, shall
constitute one and the same instrument. Any counterpart may be offered or
introduced as evidence of the Agreement.
BUYER:
By: /s/ Randall C. Pape Date: 11/1 , 99 .
------------------------------ ------------- -----
Randall C. Pape, President
SELLER:
/s/ Douglas D. Obie Date: 10/31 , 99 .
- --------------------------------- ------------- -----
Douglas D. Obie
Stock Purchase Agreement--Page 6
STOCK PURCHASE AGREEMENT
(Christine Obie-Barrett/The Pape Group, Inc.)
This is a Stock Purchase Agreement, dated for convenience as of October
10, 1999 between Christine Obie-Barrett ("Seller") and The Pape Group, Inc., an
Oregon Corporation ("Buyer").
1. RECITALS
1.01 Obie Media Corporation (the "Company") is an Oregon corporation.
1.02 The Company's Common Stock, without par value, is publicly held
and is quoted on the Nasdaq National Market operated by the National Association
of Securities Dealers, Inc.
1.03 Seller is the record and beneficial holder of shares of the
Company's Common Stock.
1.04 Randall C. Pape is a member of the Board of Directors of the
Company and is President, Chief Executive Officer and controlling shareholder of
Buyer.
1.05 Buyer desires to purchase from Seller, and Seller desires to sell
to Buyer, 40,000 shares of the Company's Common Stock (the "Shares") at the
price and subject to the terms and conditions set forth in this Agreement.
1.06 The offer and sale of shares from Seller to Buyer will not be
registered under the Securities Act of 1933 ("Securities Act") or under the
provisions of applicable state securities laws such that Buyer shall acquire the
Shares subject to restrictions on transfer.
THEREFORE, in consideration of the above recitals and the
representations, warranties, covenants and conditions contained herein, and for
other good and valuable consideration, receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
2. PURCHASE AND SALE OF SHARES
2.01 OBLIGATIONS OF BUYER AND SELLER. At the Closing, Seller shall sell
and Buyer shall purchase for the Purchase Price the Shares.
2.02 PURCHASE PRICE. The Purchase Price for the Shares shall be $11.00
per share, payable in immediately available Eugene, Oregon funds at the Closing,
subject only to adjustment, if any shall be appropriate, pursuant to Section
2.05 of this Agreement.
2.03 CLOSING. The Closing shall be held in the offices of Arnold
Gallagher Saydack Percell & Roberts PC 800 Willamette Street, Suite 800, Eugene,
Oregon 97440, beginning at 2:00 P.M. on Monday, January 3, 2000 or at such other
place and time as the parties shall mutually agree. Closing may be conducted by
means of wire transfer, telephone communication, courier and other deliveries
satisfactory to the parties.
Stock Purchase Agreement--Page 1
<PAGE>
2.04 DELIVERIES AT CLOSING. At the Closing, Seller shall deliver
against payment of the Purchase Price, duly endorsed in blank for transfer to
Buyer, with signatures guaranteed by a participant in the medallion signature
verification system, certificates representing the number of Shares to be
transferred to Buyer and Buyer shall deliver to Seller, in immediately available
Eugene, Oregon funds, the Purchase Price applicable to such Shares.
2.05 ADJUSTMENTS TO REFLECT CHANGES IN COMPANY'S CAPITAL STRUCTURE. In
the event that, after October 10, 1999 and prior to Closing, the shares of
Common Stock of the Company shall be split, combined or consolidated by
dividend, reclassification or otherwise into a greater or lesser number of
shares of Common Stock (for convenience, a "Recapitalization'), the Purchase
Price per Share in effect immediately prior to such combination or consolidation
and the number of Shares Buyer shall purchase under this Agreement shall,
concurrently with the effectiveness of such combination or consolidation, be
equitably and proportionately adjusted such that the total purchase price for
all Shares shall not change and Buyer shall receive upon consummation of the
transactions to be concluded at Closing, the same proportionate interest in the
Company's outstanding Common Stock as buyer would have received if the Closing
had occurred immediately prior to the effective date of such Recapitalization.
If, prior to Closing, there shall be effected any consolidation or merger of the
Company with any other entity, or a sale of all or substantially all of the
Company's assets to another entity (for convenience, a "Business Combination"),
and if the holders of the Company's Common Stock shall be entitled pursuant to
the terms of any such transaction to receive stock, securities or assets with
respect to or in exchange for Common Stock, then, Buyer shall have the right to
receive upon consummation of the transactions to be concluded at Closing, upon
the basis and upon the terms and conditions specified in this Agreement and in
lieu of the Shares otherwise deliverable at Closing, such shares of stock,
securities or assets as may be issuable or payable with respect to or in
exchange for such Shares as Buyer would have received if the Closing had
occurred immediately prior to effectiveness of such Business Combination. In the
event the Company shall declare a distribution in respect of the Company's
Common Stock payable in cash, securities of other persons, evidences of
indebtedness issued by the Company or other persons, assets or options or rights
not otherwise referred to in this section 2.05, then, in such case, upon
consummation of the transactions to be concluded at the Closing, the Buyer shall
be entitled to a proportional share of any such distribution as though Buyer was
the holder of the number of Shares purchasable at the Closing as of the record
date fixed for determination of the holders of Common Stock of the Company
entitled to receive such distributions.
2.06 TRANSFER TAXES. Any and all documentary or transfer taxes payable
in connection with the transactions contemplated by this Agreement shall be paid
Buyer.
3. REPRESENTATIONS AND WARRANTIES AND CERTAIN COVENANTS OF BUYER
Buyer represents, warrants and covenants to Seller that, as of the date
of the date of this Agreement and as of the Closing:
3.01 AUTHORITY AND BINDING EFFECT. Buyer has all requisite legal and
corporate or other power and capacity, and has taken all requisite corporate or
other action, to execute and
Stock Purchase Agreement--Page 2
<PAGE>
deliver this Agreement and to carry out and perform all of its obligations under
this Agreement and this Agreement constitutes the legal, valid and binding
obligation of Buyer, enforceable in accordance with its terms except as limited
by applicable bankruptcy, insolvency, reorganization or similar laws relating to
or affecting the enforcement of creditors rights generally and as limited by
equitable principles generally.
3.02 NO BROKERAGE COMMISSIONS. There are no claims for brokerage
commissions, finder's fees, or similar compensation in connection with the
transactions contemplated by this Agreement or any arrangement or agreement
entered into by Buyer and binding upon Seller.
3.03 ACCREDITED INVESTOR. Buyer is an "accredited investor" as defined
in Rule 501(a) under the Securities Act. Buyer is aware of the Company's
business affairs and financial condition and has had access to and has acquired
sufficient information about the Company to reach an informed and knowledgeable
decision to acquire the Shares. Buyer has such business and financial experience
as is required to give it the capacity to protect its own interests in
connection with the purchase of the Shares.
3.04 PURCHASE FOR INVESTMENT. Buyer is purchasing the Shares for its
own account as principal, for investment purposes, and not with a view to
resale, distribution or fractionalization thereof, in whole or in part. Buyer
understands that its acquisition of the Shares has not been registered under the
Securities Act or registered or qualified under any state securities law in
reliance on specific exemptions therefrom, which exemptions may depend upon,
among other things, the bona fide in nature of Buyer's investment intent as
expressed herein. Buyer will not, directly or indirectly, offer, sell, pledge,
transfer, or otherwise dispose of (or solicit any offers to buy, purchase or
otherwise acquire or take a pledge of) any of the Shares except in compliance
with the Securities Act and the rules and regulations thereunder. Certificates
evidencing Buyer's ownership of the Shares shall bear an appropriate legend
referring to this requirement.
4. REPRESENTATIONS, WARRANTIES AND CERTAIN COVENANTS OF SELLER
Seller represents, warrants and covenants to Buyer that, with respect
to Seller's sale of Shares to Buyer:
4.01 AUTHORITY AND BINDING EFFECT. Seller has all requisite legal and
other power and capacity, and has taken all requisite action, to execute and
deliver this Agreement and to carry out and perform all of Seller's obligations
under this Agreement and this Agreement constitutes the legal, valid and binding
obligation of Seller, enforceable in accordance with its terms except as limited
by applicable bankruptcy, insolvency, reorganization or similar laws relating to
or affecting the enforcement of creditors rights generally and as limited by
equitable principles generally.
4.02 TITLE TO SHARES. Seller is the sole record and beneficial owner
of, and has the right to sell the Shares and all such Shares are now, and will
at the Closing be, free of all encumbrances, and will not be disposed of or
encumbered except: (a) for restrictions imposed by certain "lock-up" agreements
heretofore disclosed to Buyer, which restrictions will automatically
Stock Purchase Agreement--Page 3
<PAGE>
expire prior to Closing; and (b) the terms of this Agreement, and that Buyer
shall receive good and marketable title to all Shares deliverable by Seller
under this Agreement.
4.03 NO BROKERAGE COMMISSIONS. There are no claims for brokerage
commissions, finder's fees, or similar compensation in connection with the
transactions contemplated by this Agreement or any arrangement or agreement
entered into by Seller and binding upon Buyer.
4.04 EXEMPT FROM REGISTRATION. The offer and sale of the Shares to
Buyer by Seller hereunder is exempt from the registration requirements of the
Securities Act of 1933 and from registration requirements of any applicable
state securities laws.
4.05 POSSIBLE COMPANY REGISTRATION STATEMENT. In the event the Company
should determine to register shares of its Common Stock for sale to the public
on a registration form which would also permit a sale of Shares held by Buyer,
Seller agrees, upon request of Buyer, to use reasonable efforts to cause Buyer's
Shares to be included in such registration statement, provided that:
a. Seller's covenant hereunder extends only to Seller's interest as a
shareholder of the Company and not as a director, officer or
fiduciary of the Company - nothing in this Agreement shall in any
way limit Seller's freedom to fulfill such Seller's fiduciary or
other duties as an officer, employee or director of the Company or
to shareholders of the Company as a whole;
b. Shares to be offered and sold by the Company shall be entitled to
priority and precedence for inclusion in the registration
statement over any Shares to be offered by Buyer;
c. To the extent, if any, that there shall be included in such
registration statement shares of both Buyer and Seller, Buyer and
Seller shall be entitled to participate in the offering in
proportion to their respective holdings of the Company's Common
Stock;
d. Nothing in this paragraph shall obligate the Company to file a
registration statement or make any determination to offer any of
its shares or other securities to the public; and
e. Buyer shall bear its proportionate share of all underwriting,
discounts, commissions and other expenses in connection with such
offering.
5. GENERAL PROVISIONS
5.01 AMENDMENTS. This Agreement may be amended, modified or
supplemented only by written agreement signed by Buyer and Seller.
5.02 NOTICES. All notices, requests, demands and other communications
required or permitted hereunder will be in writing and will be deemed to have
been given when delivered by
Stock Purchase Agreement--Page 4
<PAGE>
hand or two days after being mailed by United States mail, first class postage
pre-paid and addressed as follows:
If to BUYER: Randall C. Pape
The Pape Group, Inc.
PO Box 407
Eugene OR 97440
If to SELLER: Christine Obie-Barrett
c/o Obie Media Corporation
4211 West 11th Avenue
Eugene OR 97402
5.03 ASSIGNMENT. Neither this Agreement, nor any interest herein, may
be assigned by any party without the prior written consent of the other party
hereto. No permitted assignment will release the assignor from its obligations
hereunder. Subject to the foregoing, this Agreement, and all of the provisions
hereof shall be binding upon, and shall inure to the benefit of the parties
hereto, with respect to successors, assigns, heirs, executors and personal
representatives. Nothing in this Agreement, expressed or implied is intend to
confer upon any person other than the parties hereto or their respective
successors, any rights, remedies, obligations or liabilities under or by reason
of this Agreement except that the Company is an intended beneficiary of
restrictions on transfer of Shares.
5.04 GOVERNING LAW. All matters with respect to this Agreement,
including, but not limited to matters of validity, construction, effect and
performance, will be governed by the laws of the State of Oregon applicable to
contracts made, and to be performed, therein between residents thereof,
regardless of the laws that might be applicable under principles of conflicts of
laws.
5.05 ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
understanding of the parties hereto as to the subject matter hereof. There are
no restrictions, promises, representations, warranties, covenants or
undertakings other than those expressly set forth or referred to herein. This
Agreement supersedes all prior Agreements and understandings among the parties
with respect to the subject matter hereof.
5.06 SEVERABILITY. Any term or provision of this Agreement that is
invalid or unenforceable in any jurisdiction will, as to such jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms or provisions of this
Agreement, or effecting the validity or enforceability of any of the terms or
provisions of this Agreement.
5.07 EXPENSES. Each party to this Agreement shall be responsible for,
and shall pay, all of its own fees and expenses, including those of its counsel
and advisors, incurred in the negotiation, preparation and consummation of the
Agreement and the purchase.
Stock Purchase Agreement--Page 5
<PAGE>
5.08 FURTHER ASSURANCES. Each party to this Agreement shall, without
further consideration, do and perform, or cause to be done and performed, such
further acts and things, shall execute and deliver such further agreements,
certificates, instruments, and documents, as another party hereto may reasonably
request in order to more fully accomplish the purposes of this Agreement and the
consummation of the transactions contemplated hereby.
5.09 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which will be deemed an original binding upon the signer
thereof against the other signing parties, but all counterparts together, shall
constitute one and the same instrument. Any counterpart may be offered or
introduced as evidence of the Agreement.
BUYER:
By: /s/ Randall C. Pape Date: 11/1 , 99 .
------------------------------ ------------- -----
Randall C. Pape, President
SELLER:
/s/ Christine Obie-Barrett Date: 10/28 , 99 .
- --------------------------------- ------------- -----
Christine Obie-Barrett
Stock Purchase Agreement--Page 6
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing
statement on Schedule 13D is filed on behalf of each of the undersigned and that
all subsequent amendments to this statement shall be filed on behalf of each of
the undersigned without the necessity of filing any additional joint filing
agreement. The undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and accuracy of the
information concerning it contained therein, but shall not be responsible for
the completeness and accuracy of the information concerning the other, except to
the extent that he or it knows or has reason to believe that such information is
inaccurate.
DATED: November 11, 1999 The Pape Group, Inc.
By: /s/ Randall C. Pape
---------------------------
Randall C. Pape
President and CEO
/s/ Randall C. Pape
------------------------------
Randall C. Pape
