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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
SCHEID VINEYARDS INC.
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(NAME OF ISSUER)
CLASS A COMMON STOCK, PAR VALUE $0.001 PER SHARE
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(TITLE OF CLASS OF SECURITIES)
806403 10 1
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(CUSIP NUMBER)
EMILY K. LIBERTY
13470 WASHINGTON BLVD., SUITE 300
MARINA DEL REY, CALIFORNIA 90292
(310) 301-1555
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
DECEMBER 31, 1997
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(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of Securities Exchange Act
of 1934 ("Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 806403 10 1 13D Page 2
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1 NAME OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
EMILY K. LIBERTY
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(See Instructions) (b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
OO (See Item 3 of this Filing)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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7 SOLE VOTING POWER
NUMBER 284,066 (See Item 5 of this Filing)
OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY NONE
OWNED BY ----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 284,066 (See Item 5 of this Filing)
WITH ----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
284,066 (See Item 5 of this Filing)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) / X /
(See Item 5 of this Filing)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.0% (4.2% OF OUTSTANDING SHARES OF CLASS A COMMON STOCK ASSUMING ALL
OUTSTANDING SHARES OF CLASS B COMMON STOCK ARE CONVERTED INTO SHARES OF
CLASS A COMMON STOCK) (See Item 5 of this Filing)
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the Class A Common Stock, $.001 par value (the
"Class A Common Stock"), of Scheid Vineyards Inc., a Delaware corporation, (the
"Company"). The principal executive offices of the Company are located at
13470 Washington Blvd., Suite 300, Marina del Rey, California 90292.
ITEM 2. IDENTITY AND BACKGROUND.
(a) NAME
This Schedule 13D is filed by Emily K. Liberty with respect to shares of
Class A Common Stock deemed to be beneficially owned by her. Ms. Liberty
is hereinafter sometimes referred to as the "Reporting Person."
(b) RESIDENCE OR BUSINESS ADDRESS:
The Reporting Person's mailing address is 13470 Washington Blvd., Suite
300, Marina del Rey, California 90292.
(c) PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND THE NAME, PRINCIPAL
BUSINESS AND ADDRESS OF ANY CORPORATION OR OTHER ORGANIZATION IN WHICH
EMPLOYMENT IS CONDUCTED:
The Reporting Person is not employed in a regular business or occupation.
(d) WHETHER OR NOT, DURING THE LAST FIVE YEARS, SUCH PERSON HAS BEEN CONVICTED
IN A CRIMINAL PROCEEDING (EXCLUDING TRAFFIC VIOLATIONS OR SIMILAR
MISDEMEANORS) AND, IF SO, GIVE THE DATES, NATURE OF CONVICTION, NAME AND
LOCATION OF COURT, ANY PENALTY IMPOSED, OR OTHER DISPOSITION OF THE CASE:
None.
(e) WHETHER OR NOT, DURING THE LAST FIVE YEARS, SUCH PERSON 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 LAWS OR FINDING ANY VIOLATION WITH RESPECT TO SUCH LAWS; AND IF
SO, IDENTIFY AND DESCRIBE SUCH PROCEEDINGS AND SUMMARIZE THE TERMS OF SUCH
JUDGMENT, DECREE OR FINAL ORDER:
None.
(f) CITIZENSHIP:
The Reporting Person is a citizen of the United States of America.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Reporting Person was a non-managing member of Emanty Limited Liability
Company, a California limited liability company ("Emanty"), which owned 573,870
shares of Class B common stock, $.001 par value (the "Class B Common Stock"),
of the Company. On December 31, 1997, in connection with the dissolution and
liquidation of Emanty, Emanty distributed all of its 573,870 shares of Class B
Common Stock to its members, including 284,066 shares that were distributed to
the Reporting Person. Each share of Class B Common Stock has five votes
compared to one vote for each share of Class A Common Stock. The Class B
Common Stock is convertible at the option of the holder thereof for shares of
Class A Common Stock on a one-for-one share basis, subject to certain
restrictions on transfer. Upon the occurrence of certain events, shares of the
Class B Common Stock will automatically convert into shares of Class A Common
Stock on a one-for-one basis.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Person does not have any present plans or intentions which would
result in or relate to any of the transactions described in subparagraphs (a)
through (j) of Item 4 of Schedule 13D. The shares of Class A Common Stock
which may be deemed beneficially owned by the Reporting Person were acquired in
connection with the dissolution and liquidation of Emanty described in Item 3
above. The Reporting Person expects to evaluate on an ongoing basis the
Company's financial condition, business, operations and prospects, the market
price of the Class A Common Stock, conditions in the securities markets
generally, general economic and industry conditions and other factors.
Accordingly, the Reporting Person reserves the right to change the Reporting
Person's plans and intentions at any time, as the Reporting Person deems
appropriate. In particular, the Reporting Person may purchase additional
shares of Class A Common Stock or Class B Common Stock or may sell shares of
Class A Common Stock or Class B Common Stock from time to time and as the case
may be. Any such transactions may be effected at any time or from time to
time, subject to any applicable limitations imposed on the sale of the
Reporting Person's shares of Class A Common Stock, if any, or Class B Common
Stock by the Securities Act of 1933, as amended, the Lock-up Agreement and the
Buy-Sell Agreement, as described in Item 6.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Beneficial ownership is determined in accordance with Section 13(d) of the
Act and the rules of the Securities and Exchange Commission promulgated
thereunder and generally includes voting or investment power (including
dispositive power) with respect to securities. Shares of Class A Common
Stock into which the Reporting Person's shares of Class B Common Stock may
be converted on a one-for-one basis within 60 days of the date of this
Schedule 13D are deemed outstanding for computing the percentage of the
Reporting Person's beneficial ownership of Class A Common Stock, but no
other shares of Class A Common Stock into which any other person's shares
of Class B Common Stock may be converted are deemed outstanding for
purposes of computing the percentage of the Reporting Person's beneficial
ownership of Class A Common Stock.
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The Reporting Person is the beneficial owner of 284,066 shares of Class A
Common Stock. These shares represent approximately 11.0% of the aggregate
number of shares of Class A Common Stock (2,584,066) outstanding and
deemed to be outstanding for purposes of this calculation. If all
4,400,000 outstanding shares of Class B Common Stock were converted to
Class A Common Stock, the Reporting Person would be the beneficial owner
of approximately 4.2% of the outstanding shares of Class A Common Stock
(6,700,000). With certain exceptions, the holders of the Class A Common
Stock and the Class B Common Stock vote together as a single class with
each share of the Class B Common Stock being entitled to five votes per
share and each share of Class A Common Stock being entitled to one vote
per share. The 284,066 shares of Class B Common Stock owned beneficially
by the Reporting Person constitute approximately 5.8% of the total
combined voting power of the Class A Common Stock and the Class B Common
Stock (when voting as a single class) and approximately 6.5% of the total
voting power of the Class B Common Stock.
The Reporting Person's husband owns 1,000 shares of Class B Common Stock
and is the beneficial owner of 1,000 shares of Class A Common Stock,
representing less than 1% of the aggregate number of shares of Class A
Common Stock (2,301,000) outstanding and deemed to be outstanding for
purposes of this calculation. The Reporting Person does not have any
voting power or investment power with respect to these shares, and the
Reporting Person disclaims beneficial ownership of such shares.
(b) The Reporting Person has the sole power to vote or to direct the voting of
securities beneficially owned by the Reporting Person, as well as the
investment power, including the power to dispose or to direct the
disposition, of such securities.
(c) The Reporting Person has not effected any transactions in the Class A
Common Stock other than as described herein during the 60 days prior to
the date of this Schedule 13D.
(d) Not Applicable.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Pursuant to the terms of an Amended and Restated Buy-Sell Agreement, dated as
of December 31, 1997, (the "Buy-Sell Agreement"), among the Company, and
certain other holders of Class B Common Stock, certain holders of shares of
Class B Common Stock (including the Reporting Person) may not, with limited
exceptions, transfer such stock or convert such stock into Class A Common Stock
without first offering such stock to the Company and then to certain other
parties to the Buy-Sell Agreement. A copy of the Buy-Sell Agreement is
attached hereto as EXHIBIT A and incorporated herein by this reference. The
Buy-Sell Agreement applies to a broad range of transfers and dispositions other
than transfers to (i) the Company, (ii) any other Class B
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stockholder, (iii) a current or former spouse or direct lineal descendant of
any Class B stockholder including without limitation, adopted persons (if
adopted during minority) and persons born out of wedlock, and excluding
foster children and stepchildren, (iv) a trust under which all of the
beneficiaries are persons described in clauses (ii) or (iii) above, and (v) a
corporation, partnership or limited liability company, all of the equity
interests of which are owned by persons or entities described in clauses (i),
(ii), (iii), and (iv) above or corporations, partnerships and limited
liability companies described in clause (v).
In addition, in connection with the initial public offering of the Company's
Class A Common Stock completed on July 30, 1997, Emanty entered into a lock-up
agreement (the "Lock-up Agreement") for the benefit of the underwriters for
such offering pursuant to which, among other things, the Reporting Person may
not sell or otherwise dispose of any securities of the Company for one year
after July 24, 1997. The Lock-up Agreement exempts certain transfers and
dispositions permitted pursuant to the terms of the Buy-Sell Agreement and
certain other transfers and dispositions. In connection with the liquidating
distributions by Emanty, the Reporting Person agreed to be bound by the Lock-Up
Agreement. Copies of the Lock-up Agreement and the Reporting Person's
agreement to be bound by the Lock-Up Agreement are attached hereto as EXHIBIT B
and incorporated herein by this reference.
The liquidating distributions of Class B Common Stock of the Company made by
Emanty to the Reporting Person were permitted under the terms of the Buy-Sell
Agreement and the Lock-Up Agreement.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A Amended and Restated Buy-Sell Agreement, dated
December 31, 1997, among Scheid Vineyards Inc. and
the holders of Class B Common Stock named therein.
Exhibit B Letter Agreement of the Reporting Person agreeing to
be bound by the Lock-Up Agreement, dated July 21,
1997, of Emanty Limited Liability Company, including
a copy of such Lock-Up Agreement as an exhibit
thereto.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
January 9, 1998
/s/ Emily K. Liberty
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Emily K. Liberty
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EXHIBIT INDEX
Exhibit No. Document Description Method of Filing
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A Amended and Restated Buy-Sell Agreement. Filed electronically
herewith.
B Letter Agreement and Related Lock-Up Filed electronically
Agreement. herewith.
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EXHIBIT A
AMENDED AND RESTATED
BUY-SELL AGREEMENT
THIS AMENDED AND RESTATED BUY-SELL AGREEMENT (this "AGREEMENT") is made and
entered into as of December 31, 1997, by and among SCHEID VINEYARDS INC., a
Delaware corporation (the "CORPORATION"), ALFRED G. SCHEID, AS TRUSTEE OF THE
ALFRED G. SCHEID REVOCABLE TRUST, DATED OCTOBER 8, 1992 ("AGS"), SCOTT D. SCHEID
("SDS"), HEIDI M. SCHEID ("HMS"), KURT J. GOLLNICK ("KJG"), EMILY K. LIBERTY
("EKL"), TYLER P. SCHEID ("TPS"), the additional stockholders of the
Corporation, if any, identified on Exhibit A attached hereto and by this
reference incorporated herein (the "ADDITIONAL STOCKHOLDERS" and, together with
SDS, HMS, KJG, EKL and TPS the "MINORITY STOCKHOLDERS") and EMANTY LIMITED
LIABILITY COMPANY, a California limited liability company ("EMANTY"). The
Minority Stockholders and AGS are collectively referred to herein as the
"STOCKHOLDERS."
RECITALS
WHEREAS, the Stockholders are the holders of all of the outstanding shares
(the "SHARES") of Class B Common Stock of the Corporation;
WHEREAS, the Corporation and the Stockholders have determined that it is in
the best interests of the Corporation and the Stockholders that the
transferability of the Shares of the Minority Stockholders be restricted as
provided herein;
WHEREAS, the Corporation and the Stockholders (or the predecessors in
interest of certain of the Stockholders) entered into that certain Buy-Sell
Agreement, dated as of July 29, 1997 (the "ORIGINAL AGREEMENT");
WHEREAS, as a result of certain transfers of the Shares permitted by the
Original Agreement, the parties hereto (the "PARTIES") have determined that it
is necessary to make certain amendments to the Original Agreement and that in
connection therewith it is desirable to restate the Original Agreement as so
amended; and
WHEREAS, the Parties have each independently concluded that the method of
valuation of the Shares provided in this Agreement is fair and equitable.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
agreements and covenants contained herein, the Parties agree as follows:
1. RESTRICTIONS ON TRANSFER. Except as expressly permitted or required
by this Agreement, no Minority Stockholder shall, voluntarily or involuntarily
(including, without limitation, by operation of law) transfer, sell, exchange,
give away, pledge, hypothecate or
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otherwise dispose of ("TRANSFER") all or any portion of the Shares or any rights
therein. Any Transfer or attempted Transfer in violation of the preceding
sentence shall be null and void and of no effect whatever. Each Party hereby
acknowledges the reasonableness of the restrictions on Transfer imposed by this
Agreement in view of the relationship of the Parties. Accordingly, the
restrictions on Transfer contained herein shall be specifically enforceable.
Each Party hereby further agrees to hold each other Party (and each other
Party's successors and assigns) wholly and completely harmless from any cost,
liability or damage (including, without limitation, liabilities for income taxes
and costs of enforcing this indemnity) incurred by any of such indemnified
persons as a result of a Transfer or an attempted Transfer in violation of this
Agreement.
2. INSPECTION OF AGREEMENT. A copy of this Agreement duly executed by
each of the Parties shall be delivered to the Corporation, maintained by the
Corporation at its principal executive office, and made available for inspection
to any person requesting to see it.
3. PERMITTED TRANSFERS.
(a) General. Subject to the conditions and restrictions set forth in
this Section 3, each Minority Stockholder shall have the right to Transfer all
or any portion of such Minority Stockholder's Shares by means of a Permitted
Transfer.
(b) Definition of Permitted Transfer and Permitted Transferees.
(i) A "PERMITTED TRANSFER" is any Transfer by any Minority
Stockholder of all or any portion of the Shares to a Permitted
Transferee, provided that such Transfer otherwise complies with
the conditions and restrictions of this Section 3.
(ii) A "PERMITTED TRANSFEREE" is any of the following
persons: (1) the Corporation, (2) any of AGS, SDS, HMS, KJG, EKL
or TPS, (3) a current spouse, former spouse or direct lineal
descendant of any individual named in clause (2) above,
including, without limitation, adopted persons (if adopted during
minority) and persons born out of wedlock, and excluding foster
children and stepchildren, (4) a trust under which all of the
beneficiaries are persons described in clauses (2) or (3) above,
or (5) a corporation, partnership or limited liability company
all of the equity interests of which are owned by the persons or
entities specified in clauses (1), (2), (3) and (4) above or
corporations, partnerships or limited liability companies
described in this clause (5).
(c) Condition to Permitted Transfers. Each Permitted Transfer must
be preceded by a written notice given by the transferring Minority Stockholder
to the Corporation, and to each of AGS, SDS and HMS to the extent he or she is
not the transferring Minority Stockholder, at least ten (10) business days prior
to such Permitted Transfer. Each person or entity (other than the Corporation
and AGS) to whom or which Shares (or any right, title or interest therein) are
Transferred by means of a Permitted Transfer must, as a condition precedent to
the validity of such Transfer, acknowledge in writing to the Corporation that
such person or entity is bound by the provisions of this Agreement and the
transferred Shares (or
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any right, title or interest therein) are subject to the covenants and
restrictions set forth in this Agreement to the same extent such Shares would
be so subject if retained by the transferring Minority Stockholder.
4. RIGHT OF FIRST REFUSAL. Each Minority Stockholder shall have
the right, from time to time, to Transfer or to convert into Class A Common
Stock of the Corporation in accordance with the Certificate of Incorporation
of the Corporation ("CONVERT"), all or any portion of such Minority
Stockholder's Shares, subject to the following rights of the other Parties
(the "RIGHT OF FIRST REFUSAL"), pursuant to the following steps:
(a) Sale or Conversion Notice. Such Minority Stockholder (the
"SELLING OR CONVERTING STOCKHOLDER") shall give written notice (the "SALE OR
CONVERSION NOTICE") to the Corporation, AGS, SDS and HMS of his, her or its
intention to Transfer or Convert Shares. The Sale or Conversion Notice shall
(i) identify the proposed transferee, if applicable, (ii) specify the portion
of the Shares to be transferred or converted, (iii) if applicable, specify
the price and the terms of payment (the "SALE TERMS"), and (iv) if
applicable, specify the Purchase Price and Payment Terms described in Section
7 below.
(b) Option to the Corporation. The Corporation shall have the
first option to purchase all or any part of the Shares referred to in the
Sale or Conversion Notice at the lesser of (i) the Sale Terms, if applicable,
and (ii) the Purchase Price and upon the Payment Terms. Within five (5)
business days after delivery of the Sale or Conversion Notice to the
Corporation, the Corporation shall give written notice to AGS, SDS and HMS
regarding the portion or all of the Shares to be purchased by the Corporation.
(c) Option to AGS. If the Corporation does not elect to purchase
all of the Shares referred to in the Sale or Conversion Notice, AGS shall
have the option to purchase all of the Shares referred to in the Sale or
Conversion Notice (other than the Shares to be purchased by the Corporation)
at the lesser of (i) the Sale Terms, if applicable, and (ii) the Purchase
Price and upon the Payment Terms. Within ten (10) business days after
delivery of the Sale or Conversion Notice to AGS, AGS shall give written
notice to the Corporation, SDS and HMS regarding the portion or all of the
Shares to be purchased by AGS.
(d) Option to SDS AND HMS. If the Corporation and/or AGS do not
elect to purchase all of the Shares referred to in the Sale or Conversion
Notice, (i) SDS and HMS (if neither SDS nor HMS is the Selling or Converting
Stockholder), jointly and (to the extent that each elects to exercise such
option) PRO RATA in proportion to the number of Shares held by each, (ii) SDS
(if HMS is the Selling or Converting Stockholder) or (iii) HMS (if SDS is the
Selling or Converting Stockholder), shall have the option to purchase all of
the Shares referred to in the Sale or Conversion Notice (other than the
Shares to be purchased by the Corporation and/or AGS) at the lesser of (A)
the Sale Terms, if applicable, and (B) the Purchase Price and upon the
Payment Terms. Within fifteen (15) business days after delivery of the Sale
of Conversion Notice to SDS and HMS, SDS and/or HMS, as applicable, shall
give written notice the Corporation, AGS and SDS or HMS, as applicable,
regarding the portion or all of the Shares to be purchased by SDS and/or HMS.
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(e) Exercise of Option Rights. If the Corporation, AGS, SDS and/or
HMS elect to purchase all of the Shares set forth in the Sale or Conversion
Notice, the Corporation, AGS, SDS and/or HMS, as applicable, shall purchase all
such Shares at the lesser of (i) the Sale Terms, if applicable, and (ii) the
Purchase Price and upon the Payment Terms.
(f) Sale to Proposed Transferee. If the Corporation, AGS, SDS and/or
HMS do not elect to purchase all of the Shares set forth in the Sale or
Conversion Notice, such Shares, but not less than all of such Shares referred to
in the Sale or Conversion Notice, (i) in the case of a proposed Transfer may be
transferred at any time prior to the thirtieth (30th) business day after the
date of the Sale or Conversion Notice to the transferee identified in the Sale
Notice on the Sale Terms and (ii) in the case of a proposed conversion may be
converted into shares of Class A Common Stock of the Corporation in accordance
with the Certificate of Incorporation of the Corporation at any time prior to
the thirtieth (30th) business day after the date of the Sale or Conversion
Notice. No Transfer or conversion of the Shares shall be made after the end of
such thirty (30) business day period, nor shall any change in the terms and
conditions of Transfer or conversion be permitted, without the Selling or
Converting Stockholder first giving to the Corporation, AGS, SDS and HMS a new
Sale or Conversion Notice in compliance with the requirements of this Section.
(g) Conversion on Divorce or Legal Separation. Notwithstanding the
foregoing provisions of this Section 4, if any Minority Stockholder who is an
individual should divorce or became legally separated (a "SEPARATING PARTY"),
the spouse of such Party (the "SPOUSE") shall, if such Spouse already is a
Party, or if such Spouse is not already a Party then, such Separating Party
shall cause the Spouse to, promptly give a Sale or Conversion Notice to the
Corporation, AGS, SDS and HMS indicating that all of the Shares owned by the
Spouse are proposed to be converted into Class A Common Stock of the Corporation
and thereby providing the Corporation, AGS, SDS and HMS with the options to
purchase such Shares in the manner specified herein. If the Corporation, AGS,
SDS and HMS do not elect to purchase all of the Shares set forth in the Spouse's
Sale or Conversion Notice, the Spouse shall, if such Spouse already is a Party,
or if such Spouse is not already a Party, then the Separating Party shall cause
the Spouse to, promptly convert all of the Shares owned by the Spouse into Class
A Common Stock of the Corporation in accordance with the Certificate of
Incorporation of the Corporation. The provisions of this Section 4(g) shall not
apply to any of Alfred G. Scheid, SDS, HMS, KJG, EKL and TPS to the extent that
any of them is at any time within the above definition of the term "Spouse."
5. LIMITED SALES TO THIRD PARTIES. Notwithstanding the
provisions of Section 4, a Minority Stockholder shall have the right to
Transfer all or part of such Minority Stockholder's Shares, without
compliance with the Right of First Refusal, as follows:
(a) Sales by SDS, HMS, KJG, EKL and TPS. Each of SDS, HMS, KJG, EKL
and TPS shall be entitled to Transfer to persons other than Permitted
Transferees: (i) on or prior to December 31, 1998, an aggregate of 50,000
Shares (the "INITIAL AMOUNT") and (ii) during 1999 and each calendar year
thereafter, 40,600 Shares (the "ANNUAL AMOUNT"); provided, however, in the event
that such Minority Stockholder Transfers less than the Initial
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Amount on or prior to December 31, 1998 and/or less than the Annual Amount in
1999 or any calendar year thereafter, then such Minority Stockholder shall be
entitled, in 1999 or any subsequent calendar year, to Transfer Shares in an
amount up to the Annual Amount for such calendar year PLUS any then unused
Initial Amount PLUS any then unused Annual Amounts from prior calendar years.
(b) Effect of Transfers. All transferees of Shares pursuant to this
Section 5 shall take such Shares free and clear of the covenants and
restrictions set forth in this Agreement. Any legend with respect to this
Agreement set forth on any certificate evidencing Shares transferred pursuant to
this Section 5 shall be removed upon the consummation of such Transfer.
6. OPTION TO PURCHASE UPON CERTAIN EVENTS.
(a) Sale Events. Upon the occurrence of any of the following
events (each a "SALE EVENT"), the Corporation, AGS, SDS and/or HMS shall have
the option to purchase all of the Shares of a Minority Stockholder (the
"AFFECTED STOCKHOLDER"), at the Purchase Price and upon the Payment Terms,
pursuant to the provisions of this Section 6:
(i) the death of the Affected Stockholder;
(ii) the entry of a judgment awarding all or any part of the Shares
of the Affected Stockholder to any person who is not a Party;
(iii) the filing or recording of any levy or attachment against the
Shares of the Affected Stockholder;
(iv) the occurrence, with respect to the Affected Stockholder, of
any of the following: (A) filing a voluntary petition in bankruptcy or for
reorganization or for the adoption of an arrangement under the Federal
Bankruptcy Code (as now or in the future amended) or an admission seeking
the relief therein provided; (B) making a general assignment for the
benefit of creditors; (C) consenting to the appointment of a receiver for
all or a substantial part of the Affected Stockholder's property; (D) in
the case of the filing of an involuntary petition in bankruptcy, an entry
of an order for relief; (E) the entry of a court order appointing a
receiver or trustee for all or a substantial part of the Affected
Stockholder's property without his consent; or (F) the assumption of
custody or sequestration by a court of competent jurisdiction of all or
substantially all of the Affected Stockholder's property; or
(v) in the event that KJG is the Affected Stockholder, the
termination of employment of such Affected Stockholder with the
Corporation, voluntarily or involuntarily, with or without cause.
(b) Option to the Corporation. Upon the occurrence of a Sale
Event, the Corporation shall have the first option to purchase all of the Shares
of the Affected Stockholder. Within five (5) business days after the Sale
Event, the Corporation shall give
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written notice to AGS, SDS and HMS regarding the portion or all of the Shares to
be purchased by the Corporation.
(c) Option to AGS. If the Corporation does not elect to purchase
all of the Shares of the Affected Stockholder, AGS shall have the option to
purchase all of such Shares (other than the portion of the Shares to be
purchased by the Corporation). Within ten (10) business days after the Sale
Event, AGS shall give written notice to the Corporation, SDS and HMS regarding
the portion or all of the Shares to be purchased by AGS.
(d) Option to SDS and HMS. If the Corporation and/or AGS do not
elect to purchase all of the Shares of the Affected Stockholder, (i) SDS and HMS
(if neither SDS nor HMS is the Affected Stockholder), jointly and (to the extent
that each elects to exercise such option) PRO RATA in proportion to the number
of Shares held by each, (ii) SDS (if HMS is the Affected Stockholder) or (iii)
HMS (if SDS is the Affected Stockholder), shall have the option to purchase all
of such Shares (other than the portion of the Shares to be purchased by the
Corporation and/or AGS). Within fifteen (15) business days after the Sale
Event, SDS and/or HMS, as applicable, shall give written notice to the
Corporation, AGS and SDS or HMS, as applicable, regarding the portion or all of
the Shares to be purchased by SDS and/or HMS.
(e) Exercise of Option. If the Corporation, AGS, SDS and/or HMS
elect to purchase all of the Shares of the Affected Stockholder pursuant to this
Section 6, the Corporation, AGS, SDS and/or HMS, as applicable, shall purchase
all of such Shares at the Purchase Price and upon the Payment Terms.
(f) Effect of Failure to Exercise Option. If the Corporation, AGS,
SDS and/or HMS do not elect to purchase all of the Shares of the Affected
Stockholder following a Sale Event, no portion of the Shares shall be
transferred pursuant to this Section 6 on account of such Sale Event.
7. PURCHASE PRICE AND PAYMENT TERMS.
(a) Purchase Price. "PURCHASE PRICE" means:
(i) if the Selling or Converting Stockholder or the Affected
Stockholder is a Minority Stockholder other than KJG under the
circumstances described in clause (ii) below, a price per Share equal to
the weighted average trading price of a share of the Class A Common Stock
of the Corporation over the twenty (20) trading days on which such shares
were actually traded immediately preceding the date of the Sale Notice or
the Sale Event, as applicable (the "AVERAGE TRADING PRICE"); or
(ii) if KJG is the Affected Stockholder and the Sale Event is the
termination of KJG's employment with the Corporation, (A) if such
termination is a "Voluntary Termination" as such term is defined in
Section 7(a)(iv) of the Employment Agreement between the Corporation and
KJG (the "EMPLOYMENT AGREEMENT") which occurs prior to July 29, 2004, or is
for "Cause" as such term is defined in Section 7(a)(v) of the
-6-
<PAGE>
Employment Agreement regardless of when such termination for Cause occurs,
a price per Share equal to the price per Share paid by KJG for such Shares
and (B) if such termination occurs for a reason or under circumstances
other than as described in subparagraph (A) above, a price per share equal
to the Average Trading Price.
(b) Payment Terms. The payment of the Purchase Price shall be made
on the following terms (the "PAYMENT TERMS"): (i) if the Purchase Price for the
Shares is $100,000 or less, the Purchase Price shall be paid in one lump sum
within seven (7) business days after the Sale Event or the Sale or Conversion
Notice, as applicable; and (ii) if the Purchase Price for the Shares is more
than $100,000, the Purchase Price shall be paid, at the option of the
Corporation, AGS, SDS and/or HMS, as applicable (x) in one lump sum within three
(3) months after the Sale Event or the Sale or Conversion Notice, as applicable;
or (y) by payment of not less than fifty percent (50%) of the Purchase Price
(the "DOWN PAYMENT") within three (3) months after the Sale Event or the Sale or
Conversion Notice, as applicable, and delivery of a promissory note evidencing
the balance of the Purchase Price, such promissory note to bear interest at the
prime rate of Bank of America, NT & SA, in effect on the date of the Down
Payment, to be payable in full one (1) year after the date of the Down Payment
and to be secured by the Shares being purchased.
8. RESTRICTIVE LEGENDS. The stock certificates for the Shares shall be
endorsed with the following restrictive legends:
(1) "The shares represented by this certificate have not been
registered under the Securities Act of 1933. The shares may not
be sold or offered for sale in the absence of (a) an effective
registration statement for the shares under such Act, (b) a 'no
action' letter of the Securities and Exchange Commission with
respect to such sale or offer or (c) satisfactory assurances to
the Corporation that registration under such Act is not required
with respect to such sale or offer."
(2) "The shares represented by this certificate are subject to
certain rights to purchase and rights of first refusal granted to
the Corporation and certain stockholders of the Corporation and
accordingly may not be sold, assigned, transferred, encumbered,
or in any manner disposed of except in conformity with the terms
of a certain agreement between the Corporation, the registered
holder of the shares (or the predecessor in interest to the
shares) and certain other persons. A copy of such agreement is
maintained at the Corporation's principal corporate offices."
9. TERMINATION OF AGREEMENT. This Agreement shall terminate upon the
occurrence of any one of the following events:
(a) The written agreement of the Parties to that effect; or
-7-
<PAGE>
(b) The dissolution of the Corporation.
10. ALTERATIONS OR AMENDMENTS. This Agreement may be altered or amended
in whole or in part at any time, by filing with this Agreement a written
instrument setting forth the changes signed by each of the Parties.
11. NOTICES. Any and all notices or other communications required or
permitted by this Agreement or by law to be served on, given to, or delivered to
any Party by any other Party shall be in writing and shall be deemed duly
served, given, or delivered when personally delivered to the Party or to an
officer of the Party, or in lieu of such personal delivery, on the third day
after deposit in the United States Mail, registered or certified, return receipt
requested, addressed to a Party at the address set forth below such Party's name
on the signature pages hereof, or such other address as shall have been provided
to the Parties in accordance with the provisions of this Section.
12. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure to the benefit of the Parties and, except as restricted above with regard
to Transfers, each of their heirs, executors, administrators, successors and
assigns.
13. SEVERABILITY. Should any provisions or portion of this Agreement be
held unenforceable and invalid for any reason, the remaining provisions and
portions of this Agreement shall continue in full force and effect.
14. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH,
AND GOVERNED BY, THE LAWS OF THE STATE OF CALIFORNIA.
15. ENFORCEMENT. In the event of any breach of any covenant in, or any
other default under, this Agreement, any Party may proceed to protect and
enforce his, her or its rights by suit in equity or action at law, whether for
the specific performance of any term contained in this Agreement or for an
injunction against the breach of any such term or in aid of the exercise of any
power granted in this Agreement, or to enforce any other legal or equitable
right of such Party, or to take any one or more of such actions. In the event a
Party brings such an action against another Party, the prevailing party in such
dispute shall be entitled to recover from the losing party all fees, costs and
expenses of enforcing any right of such prevailing party under or with respect
to this Agreement, including without limitation such reasonable fees and
expenses of attorneys and accountants. None of the rights, powers or remedies
conferred upon any Party shall be mutually exclusive, and each such right, power
or remedy shall be cumulative and in addition to every other right, power or
remedy, whether conferred hereby or now or hereafter available at law, in
equity, by statute or otherwise. Except as expressly provided in this
Agreement, no course of dealing between or among the Parties and no delay in
exercising any such right, power or remedy conferred hereby or now or hereafter
existing at law, in equity, by statute or otherwise, shall operate as a waiver
of, or otherwise prejudice, any such right, power or remedy.
-8-
<PAGE>
16. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of
the parties hereto respecting the transferability of the Shares and correctly
sets forth the rights, duties, and obligations of each to the other in relation
thereto as of its date. Any prior agreements, promises, negotiations, or
representations concerning its subject matter not expressly set forth or
referenced in this Agreement are of no force or effect.
17. DISSOLUTION OF EMANTY. Emanty, one of the Minority Stockholders under
the Original Agreement has dissolved and is in liquidation. As a liquidating
distribution, which is a Permitted Transfer under the Original Agreement, Emanty
has distributed the Shares owned by it to its members, Alfred G. Scheid, EKL and
TPS. Alfred G. Scheid has in turn contributed the Shares distributable to him
by Emanty to AGS. Each of EKL and TPS hereby acknowledges that she or he is
bound by the provisions of this Agreement and the Shares so transferred by
Emanty (or any right, title or interest therein) are subject to the covenants
and restrictions set forth in this Agreement to the same extent such Shares
would be so subject if retained by Emanty. Each of AGS, SDS and HMS hereby
waives the condition for advance written notice of the liquidating distributions
by Emanty provided for in Section 3(c) of the Original Agreement. Emanty is
hereby released by all Parties from any and all further liability, obligation or
responsibility under this Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement
as of the day and year first above set forth.
SCHEID VINEYARDS INC., A DELAWARE
CORPORATION
By /s/ Alfred G. Scheid
-------------------------------
Name: Alfred G. Scheid
Title: Chief Executive Officer
Address: 13470 Washington Boulevard
Suite 300
Marina del Rey, California 90292
/s/ Alfred G. Scheid
------------------------------------
ALFRED G. SCHEID, AS TRUSTEE
OF THE ALFRED G. SCHEID
REVOCABLE TRUST,
DATED OCTOBER 8, 1992
Address: 13470 Washington Boulevard
Suite 300
Marina del Rey, California 90292
-9-
<PAGE>
/s/ Scott D. Scheid
------------------------------------
SCOTT D. SCHEID
Address: 13470 Washington Boulevard
Suite 300
Marina del Rey, California 90292
/s/ Heidi M. Scheid
------------------------------------
HEIDI M. SCHEID
Address: 13470 Washington Boulevard
Suite 300
Marina del Rey, California 90292
EMANTY LIMITED LIABILITY COMPANY,
A CALIFORNIA LIMITED LIABILITY COMPANY
By: /s/ Alfred G. Scheid
-------------------------------
Name: Alfred G. Scheid
Title: Managing Member
Address: 13470 Washington Boulevard
Suite 300
Marina del Rey, California 90292
/s/ Kurt J. Gollnick
------------------------------------
KURT J. GOLLNICK
Address: 29 Paseo Hermosa
Salinas, California 93908
/s/ Emily K. Liberty
------------------------------------
EMILY K. LIBERTY
Address: 4652 Via Marina, #203
Marina del Rey, California 90292
-10-
<PAGE>
/s/ Tyler P. Scheid
------------------------------------
TYLER P. SCHEID
Address: 485 Shasta, #4
Morrow Bay, California 93442
AGREED AND ACKNOWLEDGED:
/s/ Shirley Gladden Scheid
- ------------------------------
SHIRLEY GLADDEN SCHEID,
AS TRUSTEE UNDER DECLARATION
OF TRUST, DATED MARCH 12, 1997
/s/ Joyce C. Scheid
- ------------------------------
JOYCE C. SCHEID
/s/ Arthur R. Liberty
- ------------------------------
ARTHUR R. LIBERTY
/s/ Peter J. Pugnale
- ------------------------------
PETER J. PUGNALE
/s/ Nancy B. Scheid
- ------------------------------
NANCY B. SCHEID
/s/ Heidi M. Scheid
- ------------------------------
HEIDI M. SCHEID, AS TRUSTEE
OF THE SIENA C. PUGNALE
TRUST, DATED APRIL 4, 1993
/s/ Scott D. Scheid
- ------------------------------
SCOTT D. SCHEID, AS TRUSTEE
OF THE SIENA C. PUGNALE
TRUST, DATED APRIL 4, 1993
-11-
<PAGE>
/s/ Heidi M. Scheid
- ------------------------------
HEIDI M. SCHEID, AS TRUSTEE
OF THE COOPER J. PUGNALE
TRUST, DATED MAY 16, 1995
/s/ Scott D. Scheid
- ------------------------------
SCOTT D. SCHEID, AS TRUSTEE
OF THE COOPER J. PUGNALE
TRUST, DATED MAY 16, 1995
/s/ Janet Rodgers
- ------------------------------
JANET RODGERS
-12-
<PAGE>
EXHIBIT A
ADDITIONAL STOCKHOLDERS
Shirley Gladden Scheid, as Trustee under Declaration of Trust, dated March 12,
1997.
Joyce C. Scheid
Arthur R. Liberty
Peter J. Pugnale
Nancy B. Scheid
Heidi M. Scheid and Scott D. Scheid, Trustees of the Siena C. Pugnale Trust,
dated April 4, 1993.
Heidi M. Scheid and Scott D. Scheid, Trustees of the Cooper J. Pugnale Trust,
dated May 16, 1995.
Janet Rodgers
-13-
<PAGE>
BUY-SELL AGREEMENT SPOUSAL CONSENT
I acknowledge that I have read and clearly understand the foregoing
Amended and Restated Buy-Sell Agreement (the "BUY-SELL AGREEMENT") by and
among Scheid Vineyards Inc., a Delaware corporation ("SVI-Del"), Alfred G.
Scheid, as Trustee of the Alfred G. Scheid Revocable Trust, dated October 8,
1992, Scott D. Scheid, Heidi M. Scheid, Emanty Limited Liability Company, a
California limited liability company, Kurt J. Gollnick, Emily K. Liberty,
Tyler P. Scheid and the Additional Stockholders named therein, pursuant to
which Buy-Sell Agreement, among other things, certain restrictions on the
transferability of shares of Class B Common Stock of SVI-Del owned or held
beneficially or of record by my spouse (the "SHARES").
I hereby consent to the restrictions on transferability contemplated by
the Buy-Sell Agreement, approve the provisions of the Buy-Sell Agreement and
agree that my community property interest, if any, in the Shares is subject
to the provisions of the Buy-Sell Agreement and that I shall take no action
to hinder operation of the Buy-Sell Agreement on my community property
interest, if any, in the Shares. I further acknowledge, understand and agree
to comply fully with the provisions of the Buy-Sell Agreement, and further
direct the executors of my will or the administrator of my estate or my other
representatives to take all actions necessary or appropriate to give effect
to the provisions of the Buy-Sell Agreement. I hereby consent and agree to
execute and deliver such instruments and documents and to do such other acts
as may be necessary or appropriate to carry out the provisions of this
Consent and the Buy-Sell Agreement.
I have been given full access and disclosure of all facts surrounding
the Buy-Sell Agreement and SVI-Del, have had full and ample opportunity to
receive independent advice with respect to my entering into this Consent, am
freely and voluntarily entering into this Consent, and acknowledge that to
the extent required I have received notice under California Family Code
Section 1100.
SPOUSE:
/s/ Alfred G. Scheid
----------------------------------
Name: ALFRED G. SCHEID
DATED: December 31, 1997
-14-
<PAGE>
BUY-SELL AGREEMENT SPOUSAL CONSENT
I acknowledge that I have read and clearly understand the foregoing
Amended and Restated Buy-Sell Agreement (the "BUY-SELL AGREEMENT") by and
among Scheid Vineyards Inc., a Delaware corporation ("SVI-Del"), Alfred G.
Scheid, as Trustee of the Alfred G. Scheid Revocable Trust, dated October 8,
1992, Scott D. Scheid, Heidi M. Scheid, Emanty Limited Liability Company, a
California limited liability company, Kurt J. Gollnick, Emily K. Liberty,
Tyler P. Scheid and the Additional Stockholders named therein, pursuant to
which Buy-Sell Agreement, among other things, certain restrictions on the
transferability of shares of Class B Common Stock of SVI-Del owned or held
beneficially or of record by my spouse (the "SHARES").
I hereby consent to the restrictions on transferability contemplated by
the Buy-Sell Agreement, approve the provisions of the Buy-Sell Agreement and
agree that my community property interest, if any, in the Shares is subject
to the provisions of the Buy-Sell Agreement and that I shall take no action
to hinder operation of the Buy-Sell Agreement on my community property
interest, if any, in the Shares. I further acknowledge, understand and agree
to comply fully with the provisions of the Buy-Sell Agreement, and further
direct the executors of my will or the administrator of my estate or my other
representatives to take all actions necessary or appropriate to give effect
to the provisions of the Buy-Sell Agreement. I hereby consent and agree to
execute and deliver such instruments and documents and to do such other acts
as may be necessary or appropriate to carry out the provisions of this
Consent and the Buy-Sell Agreement.
I have been given full access and disclosure of all facts surrounding
the Buy-Sell Agreement and SVI-Del, have had full and ample opportunity to
receive independent advice with respect to my entering into this Consent, am
freely and voluntarily entering into this Consent, and acknowledge that to
the extent required I have received notice under California Family Code
Section 1100.
SPOUSE:
/s/ Scott D. Scheid
-----------------------------------
Name: SCOTT D. SCHEID
DATED: December 31, 1997
-15-
<PAGE>
BUY-SELL AGREEMENT SPOUSAL CONSENT
I acknowledge that I have read and clearly understand the foregoing
Amended and Restated Buy-Sell Agreement (the "BUY-SELL AGREEMENT") by and
among Scheid Vineyards Inc., a Delaware corporation ("SVI-Del"), Alfred G.
Scheid, as Trustee of the Alfred G. Scheid Revocable Trust, dated October 8,
1992, Scott D. Scheid, Heidi M. Scheid, Emanty Limited Liability Company, a
California limited liability company, Kurt J. Gollnick, Emily K. Liberty,
Tyler P. Scheid and the Additional Stockholders named therein, pursuant to
which Buy-Sell Agreement, among other things, certain restrictions on the
transferability of shares of Class B Common Stock of SVI-Del owned or held
beneficially or of record by my spouse (the "SHARES").
I hereby consent to the restrictions on transferability contemplated by
the Buy-Sell Agreement, approve the provisions of the Buy-Sell Agreement and
agree that my community property interest, if any, in the Shares is subject
to the provisions of the Buy-Sell Agreement and that I shall take no action
to hinder operation of the Buy-Sell Agreement on my community property
interest, if any, in the Shares. I further acknowledge, understand and agree
to comply fully with the provisions of the Buy-Sell Agreement, and further
direct the executors of my will or the administrator of my estate or my other
representatives to take all actions necessary or appropriate to give effect
to the provisions of the Buy-Sell Agreement. I hereby consent and agree to
execute and deliver such instruments and documents and to do such other acts
as may be necessary or appropriate to carry out the provisions of this
Consent and the Buy-Sell Agreement.
I have been given full access and disclosure of all facts surrounding
the Buy-Sell Agreement and SVI-Del, have had full and ample opportunity to
receive independent advice with respect to my entering into this Consent, am
freely and voluntarily entering into this Consent, and acknowledge that to
the extent required I have received notice under California Family Code
Section 1100.
SPOUSE:
/s/ Nancy B. Scheid
-----------------------------------
Name: NANCY B. SCHEID
DATED: December 31, 1997
-16-
<PAGE>
BUY-SELL AGREEMENT SPOUSAL CONSENT
I acknowledge that I have read and clearly understand the foregoing
Amended and Restated Buy-Sell Agreement (the "BUY-SELL AGREEMENT") by and
among Scheid Vineyards Inc., a Delaware corporation ("SVI-Del"), Alfred G.
Scheid, as Trustee of the Alfred G. Scheid Revocable Trust, dated October 8,
1992, Scott D. Scheid, Heidi M. Scheid, Emanty Limited Liability Company, a
California limited liability company, Kurt J. Gollnick, Emily K. Liberty,
Tyler P. Scheid and the Additional Stockholders named therein, pursuant to
which Buy-Sell Agreement, among other things, certain restrictions on the
transferability of shares of Class B Common Stock of SVI-Del owned or held
beneficially or of record by my spouse (the "SHARES").
I hereby consent to the restrictions on transferability contemplated by
the Buy-Sell Agreement, approve the provisions of the Buy-Sell Agreement and
agree that my community property interest, if any, in the Shares is subject
to the provisions of the Buy-Sell Agreement and that I shall take no action
to hinder operation of the Buy-Sell Agreement on my community property
interest, if any, in the Shares. I further acknowledge, understand and agree
to comply fully with the provisions of the Buy-Sell Agreement, and further
direct the executors of my will or the administrator of my estate or my other
representatives to take all actions necessary or appropriate to give effect
to the provisions of the Buy-Sell Agreement. I hereby consent and agree to
execute and deliver such instruments and documents and to do such other acts
as may be necessary or appropriate to carry out the provisions of this
Consent and the Buy-Sell Agreement.
I have been given full access and disclosure of all facts surrounding
the Buy-Sell Agreement and SVI-Del, have had full and ample opportunity to
receive independent advice with respect to my entering into this Consent, am
freely and voluntarily entering into this Consent, and acknowledge that to
the extent required I have received notice under California Family Code
Section 1100.
SPOUSE:
/s/ Heidi M. Scheid
-----------------------------------
Name: HEIDI M. SCHEID
DATED: December 31, 1997
-17-
<PAGE>
BUY-SELL AGREEMENT SPOUSAL CONSENT
I acknowledge that I have read and clearly understand the foregoing
Amended and Restated Buy-Sell Agreement (the "BUY-SELL AGREEMENT") by and
among Scheid Vineyards Inc., a Delaware corporation ("SVI-Del"), Alfred G.
Scheid, as Trustee of the Alfred G. Scheid Revocable Trust, dated October 8,
1992, Scott D. Scheid, Heidi M. Scheid, Emanty Limited Liability Company, a
California limited liability company, Kurt J. Gollnick, Emily K. Liberty,
Tyler P. Scheid and the Additional Stockholders named therein, pursuant to
which Buy-Sell Agreement, among other things, certain restrictions on the
transferability of shares of Class B Common Stock of SVI-Del owned or held
beneficially or of record by my spouse (the "SHARES").
I hereby consent to the restrictions on transferability contemplated by
the Buy-Sell Agreement, approve the provisions of the Buy-Sell Agreement and
agree that my community property interest, if any, in the Shares is subject
to the provisions of the Buy-Sell Agreement and that I shall take no action
to hinder operation of the Buy-Sell Agreement on my community property
interest, if any, in the Shares. I further acknowledge, understand and agree
to comply fully with the provisions of the Buy-Sell Agreement, and further
direct the executors of my will or the administrator of my estate or my other
representatives to take all actions necessary or appropriate to give effect
to the provisions of the Buy-Sell Agreement. I hereby consent and agree to
execute and deliver such instruments and documents and to do such other acts
as may be necessary or appropriate to carry out the provisions of this
Consent and the Buy-Sell Agreement.
I have been given full access and disclosure of all facts surrounding
the Buy-Sell Agreement and SVI-Del, have had full and ample opportunity to
receive independent advice with respect to my entering into this Consent, am
freely and voluntarily entering into this Consent, and acknowledge that to
the extent required I have received notice under California Family Code
Section 1100.
SPOUSE:
/s/ Peter J. Pugnale
-----------------------------------
Name: PETER J. PUGNALE
DATED: December 31, 1997
-18-
<PAGE>
BUY-SELL AGREEMENT SPOUSAL CONSENT
I acknowledge that I have read and clearly understand the foregoing
Amended and Restated Buy-Sell Agreement (the "BUY-SELL AGREEMENT") by and
among Scheid Vineyards Inc., a Delaware corporation ("SVI-Del"), Alfred G.
Scheid, as Trustee of the Alfred G. Scheid Revocable Trust, dated October 8,
1992, Scott D. Scheid, Heidi M. Scheid, Emanty Limited Liability Company, a
California limited liability company, Kurt J. Gollnick, Emily K. Liberty,
Tyler P. Scheid and the Additional Stockholders named therein, pursuant to
which Buy-Sell Agreement, among other things, certain restrictions on the
transferability of shares of Class B Common Stock of SVI-Del owned or held
beneficially or of record by my spouse (the "SHARES").
I hereby consent to the restrictions on transferability contemplated by
the Buy-Sell Agreement, approve the provisions of the Buy-Sell Agreement and
agree that my community property interest, if any, in the Shares is subject
to the provisions of the Buy-Sell Agreement and that I shall take no action
to hinder operation of the Buy-Sell Agreement on my community property
interest, if any, in the Shares. I further acknowledge, understand and agree
to comply fully with the provisions of the Buy-Sell Agreement, and further
direct the executors of my will or the administrator of my estate or my other
representatives to take all actions necessary or appropriate to give effect
to the provisions of the Buy-Sell Agreement. I hereby consent and agree to
execute and deliver such instruments and documents and to do such other acts
as may be necessary or appropriate to carry out the provisions of this
Consent and the Buy-Sell Agreement.
I have been given full access and disclosure of all facts surrounding
the Buy-Sell Agreement and SVI-Del, have had full and ample opportunity to
receive independent advice with respect to my entering into this Consent, am
freely and voluntarily entering into this Consent, and acknowledge that to
the extent required I have received notice under California Family Code
Section 1100.
SPOUSE:
/s/ Kurt J. Gollnick
-----------------------------------
Name: KURT J. GOLLNICK
DATED: December 31, 1997
-19-
<PAGE>
BUY-SELL AGREEMENT SPOUSAL CONSENT
I acknowledge that I have read and clearly understand the foregoing
Amended and Restated Buy-Sell Agreement (the "BUY-SELL AGREEMENT") by and
among Scheid Vineyards Inc., a Delaware corporation ("SVI-Del"), Alfred G.
Scheid, as Trustee of the Alfred G. Scheid Revocable Trust, dated October 8,
1992, Scott D. Scheid, Heidi M. Scheid, Emanty Limited Liability Company, a
California limited liability company, Kurt J. Gollnick, Emily K. Liberty,
Tyler P. Scheid and the Additional Stockholders named therein, pursuant to
which Buy-Sell Agreement, among other things, certain restrictions on the
transferability of shares of Class B Common Stock of SVI-Del owned or held
beneficially or of record by my spouse (the "SHARES").
I hereby consent to the restrictions on transferability contemplated by
the Buy-Sell Agreement, approve the provisions of the Buy-Sell Agreement and
agree that my community property interest, if any, in the Shares is subject
to the provisions of the Buy-Sell Agreement and that I shall take no action
to hinder operation of the Buy-Sell Agreement on my community property
interest, if any, in the Shares. I further acknowledge, understand and agree
to comply fully with the provisions of the Buy-Sell Agreement, and further
direct the executors of my will or the administrator of my estate or my other
representatives to take all actions necessary or appropriate to give effect
to the provisions of the Buy-Sell Agreement. I hereby consent and agree to
execute and deliver such instruments and documents and to do such other acts
as may be necessary or appropriate to carry out the provisions of this
Consent and the Buy-Sell Agreement.
I have been given full access and disclosure of all facts surrounding
the Buy-Sell Agreement and SVI-Del, have had full and ample opportunity to
receive independent advice with respect to my entering into this Consent, am
freely and voluntarily entering into this Consent, and acknowledge that to
the extent required I have received notice under California Family Code
Section 1100.
SPOUSE:
/s/ Janet Rodgers
-----------------------------------
Name: JANET RODGERS
DATED: December 31, 1997
-20-
<PAGE>
BUY-SELL AGREEMENT SPOUSAL CONSENT
I acknowledge that I have read and clearly understand the foregoing
Amended and Restated Buy-Sell Agreement (the "BUY-SELL AGREEMENT") by and
among Scheid Vineyards Inc., a Delaware corporation ("SVI-Del"), Alfred G.
Scheid, as Trustee of the Alfred G. Scheid Revocable Trust, dated October 8,
1992, Scott D. Scheid, Heidi M. Scheid, Emanty Limited Liability Company, a
California limited liability company, Kurt J. Gollnick, Emily K. Liberty,
Tyler P. Scheid and the Additional Stockholders named therein, pursuant to
which Buy-Sell Agreement, among other things, certain restrictions on the
transferability of shares of Class B Common Stock of SVI-Del owned or held
beneficially or of record by my spouse (the "SHARES").
I hereby consent to the restrictions on transferability contemplated by
the Buy-Sell Agreement, approve the provisions of the Buy-Sell Agreement and
agree that my community property interest, if any, in the Shares is subject
to the provisions of the Buy-Sell Agreement and that I shall take no action
to hinder operation of the Buy-Sell Agreement on my community property
interest, if any, in the Shares. I further acknowledge, understand and agree
to comply fully with the provisions of the Buy-Sell Agreement, and further
direct the executors of my will or the administrator of my estate or my other
representatives to take all actions necessary or appropriate to give effect
to the provisions of the Buy-Sell Agreement. I hereby consent and agree to
execute and deliver such instruments and documents and to do such other acts
as may be necessary or appropriate to carry out the provisions of this
Consent and the Buy-Sell Agreement.
I have been given full access and disclosure of all facts surrounding
the Buy-Sell Agreement and SVI-Del, have had full and ample opportunity to
receive independent advice with respect to my entering into this Consent, am
freely and voluntarily entering into this Consent, and acknowledge that to
the extent required I have received notice under California Family Code
Section 1100.
SPOUSE:
/s/ Emily K. Liberty
-----------------------------------
Name: EMILY K. LIBERTY
DATED: December 31, 1997
-21-
<PAGE>
BUY-SELL AGREEMENT SPOUSAL CONSENT
I acknowledge that I have read and clearly understand the foregoing
Amended and Restated Buy-Sell Agreement (the "BUY-SELL AGREEMENT") by and
among Scheid Vineyards Inc., a Delaware corporation ("SVI-Del"), Alfred G.
Scheid, as Trustee of the Alfred G. Scheid Revocable Trust, dated October 8,
1992, Scott D. Scheid, Heidi M. Scheid, Emanty Limited Liability Company, a
California limited liability company, Kurt J. Gollnick, Emily K. Liberty,
Tyler P. Scheid and the Additional Stockholders named therein, pursuant to
which Buy-Sell Agreement, among other things, certain restrictions on the
transferability of shares of Class B Common Stock of SVI-Del owned or held
beneficially or of record by my spouse (the "SHARES").
I hereby consent to the restrictions on transferability contemplated by
the Buy-Sell Agreement, approve the provisions of the Buy-Sell Agreement and
agree that my community property interest, if any, in the Shares is subject
to the provisions of the Buy-Sell Agreement and that I shall take no action
to hinder operation of the Buy-Sell Agreement on my community property
interest, if any, in the Shares. I further acknowledge, understand and agree
to comply fully with the provisions of the Buy-Sell Agreement, and further
direct the executors of my will or the administrator of my estate or my other
representatives to take all actions necessary or appropriate to give effect
to the provisions of the Buy-Sell Agreement. I hereby consent and agree to
execute and deliver such instruments and documents and to do such other acts
as may be necessary or appropriate to carry out the provisions of this
Consent and the Buy-Sell Agreement.
I have been given full access and disclosure of all facts surrounding
the Buy-Sell Agreement and SVI-Del, have had full and ample opportunity to
receive independent advice with respect to my entering into this Consent, am
freely and voluntarily entering into this Consent, and acknowledge that to
the extent required I have received notice under California Family Code
Section 1100.
SPOUSE:
/s/ Arthur R. Liberty
-----------------------------------
Name: ARTHUR R. LIBERTY
DATED: December 31, 1997
-22-
<PAGE>
EXHIBIT B
Cruttenden Roth Incorporated
Laidlaw Equities, Inc.
Rodman & Renshaw, Inc.
As Representatives of the Several Underwriters
c/o Cruttenden Roth Incorporated
18301 Von Karman, Suite 100
Irvine, California 92714
Ladies and Gentlemen:
This letter is being provided to you pursuant to that certain Lock-Up
Agreement (the "Lock-Up Agreement"), dated as of July 21, 1997, of Emanty
Limited Liability Company, a California limited liability company ("Emanty"),
with respect to certain outstanding securities of Scheid Vineyards Inc., a
Delaware corporation (the "Company"). A copy of the Lock-Up Agreement is
attached to this letter as EXHIBIT A. All capitalized terms used in this
letter without definition that are defined in the Lock-Up Agreement have the
same meaning in this letter as in the Lock-Up Agreement.
The undersigned is a member of Emanty and is receiving a distribution of
Securities from Emanty in connection with the dissolution and liquidation of
Emanty, which Disposition is expressly permitted by the Lock-Up Agreement as a
transfer permitted by the Buy-Sell Agreement among the holders of the Class B
Common Stock of the Company provided that the transferees agree in writing to
hold such Securities subject to the Lock-Up Agreement.
Accordingly, the undersigned hereby agrees to hold the Securities the
undersigned is receiving from Emanty subject to the Lock-Up Agreement.
Very truly yours,
/s/ Emily K. Liberty
-----------------------
Emily K. Liberty
Dated: December 31, 1997
<PAGE>
EXHIBIT A
SCHEID VINEYARDS INC.
LOCK-UP AGREEMENT
July 21, 1997
Cruttenden Roth Incorporated
Laidlaw Equities, Inc.
Rodman & Renshaw, Inc.
As Representatives of the Several Underwriters
c/o Cruttenden Roth Incorporated
18301 Von Karman, Suite 100
Irvine, California 92714
Ladies and Gentlemen:
The undersigned understands that you, as Representatives of the several
underwriters (the "Underwriters"), propose to enter into an Underwriting
Agreement with Scheid Vineyards Inc. (the "Company") providing for the public
offering (the "Public Offering") by the Underwriters, including yourselves, of
Class A Common Stock of the Company (the "Common Stock") pursuant to the
Company's Registration Statement on Form SB-2, Registration No. 333-27871,
filed with the Securities and Exchange Commission on May 28, 1997 (the
"Registration Statement").
In consideration of the Underwriters' agreement to purchase and make the
Public Offering of the Common Stock, and for other good and valuable
consideration, receipt of which is hereby acknowledged, the undersigned hereby
agrees, for a period beginning on the date of the final prospectus included in
the Registration Statement and ending on the first anniversary thereof (the
"Lock-Up Period"), not to offer to sell, contract to sell or otherwise sell,
transfer, dispose of, loan, pledge or grant any rights with respect to or
solicit any offer to buy (collectively a "Disposition") any shares of Common
Stock, any options or warrants to purchase any shares of Common Stock or any
securities convertible into or exchangeable for shares of Common Stock
(collectively, "Securities") now owned or hereafter acquired directly by the
undersigned or with respect to which the undersigned has or hereafter acquires
the power of disposition, otherwise than (i) exercise (on a cash or cashless
basis not resulting in any public sale of Class A Common Stock) of options to
purchase Class A Common Stock, provided that the shares of Class A Common Stock
received (net of any shares delivered to the Company in a traditional cashless
exercise thereof) shall be subject to the terms hereof; (ii) as a bona fide
gift or gifts or upon death by will or intestacy, provided each transferee
thereof agrees to be bound by this Lock-Up Agreement; (iii) as a distribution
to limited partners or shareholders or members of the undersigned, provided
that the distributees thereof agree in writing to be bound by the terms of this
Lock-Up Agreement; (iv) transfers of Class B Common Stock of the Company
permitted pursuant to the Buy-Sell Agreement among the holders of the Company's
Class B Common Stock (provided such transfers do not result in any public sale
or distribution of any Securities
<PAGE>
and the transferees agree in writing to hold such shares subject to this
Lock-Up Agreement); or (v) with the prior written consent of Cruttenden Roth
Incorporated. The foregoing restriction is expressly agreed to preclude the
holder of the Securities from engaging in any hedging, pledge or other
transaction which is designed to or reasonably expected to lead to or result
in any Disposition of any Securities during the Lock-Up Period even if such
Securities are owned by a person other than the undersigned and/or would be
disposed of by someone other than the undersigned. Such prohibited hedging,
pledge or other transactions would include, without limitation, any short
sale (whether or not against the box), any pledge of shares covering an
obligation that matures, or could reasonably be expected to mature, during
the Lock-Up Period, or any purchase, sale or grant of any right (including
without limitation any put or call option) with respect to any Securities or
with respect to any security (other than a broad-based market basket or
index) that includes, relates or derives any significant part of its value
from Securities.
Furthermore, the undersigned hereby agrees and consents to the entry of
stop transfer instructions with the Company's transfer agent against the
transfer of the Securities held by the undersigned except in compliance with
this Lock-Up Agreement.
Very truly yours,
EMANTY LIMITED LIABILITY COMPANY
By: /s/ Alfred G. Scheid
------------------------
Alfred G. Scheid,
as Managing Member
Accepted as of the ____ day of July, 1997:
Cruttenden Roth Incorporated
Laidlaw Equities, Inc.
Rodman & Renshaw, Inc.
As Representatives of the Several Underwriters
By: Cruttenden Roth Incorporated
By: /s/ Edward J. Hall
-------------------
Title: Chief Financial Officer
------------------------
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