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EXHIBIT 99.1
STOCK PURCHASE AGREEMENT
THIS AGREEMENT (this "AGREEMENT") is made and entered into as of the
1st day of September, 2000 (the "EFFECTIVE DATE"), by and between LTC
HEALTHCARE, INC., a Nevada corporation ("SELLER") and LTC PROPERTIES, INC., a
Maryland corporation ("BUYER").
WHEREAS, Seller owns 1,000 shares (the "CORONADO SHARES") of common
stock, par value $.01 per share (the "CORONADO COMMON STOCK"), of Coronado
Corporation, a Delaware corporation ("CORONADO CORPORATION"), represented by
Stock Certificate No. 2 and constituting one hundred percent (100%) of the
outstanding shares of capital stock issued by Coronado Corporation.
WHEREAS, Seller owns 1,000 shares (the "PARK VILLA SHARES") of common
stock, par value $.01 per share (the "PARK VILLA COMMON STOCK"), of Park Villa
Corporation, a Delaware corporation ("PARK VILLA CORPORATION"), represented by
Stock Certificate No. 2 and constituting one hundred percent (100%) of the
outstanding shares of capital stock issued by Coronado Corporation.
WHEREAS, Seller desires to sell, transfer and convey the Coronado
Shares and the Park Villa Shares (collectively, the "SHARES") to Buyer and Buyer
desires to acquire and purchase the Shares from Seller on the terms and
conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises, covenants and
representations hereinafter contained, and subject to the conditions hereinafter
set forth, it is agreed as follows:
1. SALE AND TRANSFER OF SHARES. Subject to the terms and conditions set
forth in this Agreement, Seller hereby transfers and conveys the Shares to
Buyer, and Buyer hereby acquires the Shares from Seller for total consideration
of Nineteen Million Two Hundred Thousand and 00/100 Dollars ($19,200,000.00),
subject to existing indebtedness in the amount of Thirteen Million Seven Hundred
Fourteen Thousand Nine Hundred Fifty Four and 00/100 Dollars, for a net amount
of Five Million Four Hundred Eighty Five Thousand Forty Six and 00/100 Dollars
(the "PURCHASE PRICE"). The Purchase Price is calculated in accordance with
SCHEDULE 1 attached hereto.
2. RELEASE OF INTEREST. Seller hereby releases and relinquishes any and
all right, title and interest which Seller now has or may ever have had in the
Shares.
3. REPRESENTATIONS OF SELLER. Seller represents and warrants that:
(a) Seller is the owner, beneficially and of record, of all of
the Shares, free and clear of all liens, encumbrances, security agreements,
equities, options, claims, charges, and restrictions, other than the
restrictions set forth on the Shares;
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(b) the Shares are validly issued in the name of Seller, and
are fully paid and non-assessable;
(c) Seller has full power and authority to transfer the Shares
to Buyer; and
(d) this Agreement, when executed and delivered by Seller,
will constitute a valid and legally binding obligation of Seller, enforceable in
accordance with its terms.
4. REPRESENTATIONS OF BUYER. Buyer represents and warrants that:
(a) Buyer is experienced in evaluating companies such as the
Park Villa Corporation and Coronado Corporation and has such knowledge and
experience in financial and business matters that Buyer is capable of evaluating
the merits and risks of his prospective investment in both the Park Villa
Corporation and Coronado Corporation, and has the ability to bear the economic
risks of the investment;
(b) Buyer understands that the Shares have not been registered
under the Securities Act of 1933 (the "ACT") and must be held indefinitely
unless the Shares are registered under the Act or an exemption from registration
is available, including the possible exemption available pursuant to Rule 144;
(c) Buyer does not have any contract, undertaking, agreement
or arrangement with any person to sell, transfer or grant participation to any
third person with respect to any of the Shares;
(d) Buyer is acquiring the Shares for investment for its own
account and not with a view to, or for resale in connection with, any
distribution of the Shares within the meaning of the Act; and
(e) This Agreement, when executed and delivered by Buyer, will
constitute a valid and legally binding obligation of Buyer, enforceable in
accordance with its terms.
5. OTHER DOCUMENTS. The transactions contemplated hereby shall be
consummated upon the simultaneous delivery:
(a) By Seller to the designated attorney-in-fact for the Park
Villa Corporation of Stock Certificate No. 2 for
cancellation;
(b) By Seller to the designated attorney-in-fact for the
Coronado Corporation of Stock Certificate No. 3 for
cancellation;
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(c) By the Park Villa Corporation to Buyer of a Stock
Certificate No. 3 in the amount of 1,000 shares of Park
Villa Corporation Common Stock (which deliveries Seller
shall cause to be made);
(d) By the Coronado Corporation to Buyer of a Stock
Certificate No. 3 in the amount of 1,000 shares of
Coronado Corporation Common Stock (which deliveries Seller
shall cause to be made);
(e) By Seller to Buyer of a stock power in the form attached
hereto as EXHIBIT "A" (one each for each of the
corporations); and
(f) By Buyer to Seller the Purchase Price.
6. INDEMNIFICATION.
(a) Seller shall indemnify, save and hold harmless Buyer from
and against any and all costs, losses, taxes, liabilities, obligations, damages,
lawsuits, deficiencies, claims, demands, and expenses (whether or not arising
out of third-party claims) (collectively, "DAMAGES") incurred in connection
with, arising out of, resulting from or incident to any breach of any
representation, warranty, covenant or agreement made in or pursuant to this
Agreement.
(b) Buyer shall indemnify, save and hold harmless Seller from
and against any and all Damages incurred in connection with, arising out of,
resulting from or incident to any breach of any representation, warranty,
covenant or agreement made in or pursuant to this Agreement.
(c) All of the representations and warranties of the parties
contained in this Agreement shall survive the date if execution hereof and
continue in full force and effect forever thereafter (subject to any applicable
statutes of limitations).
7. MISCELLANEOUS.
(a) GOVERNING LAW. The laws of the State of Nevada applicable
to contracts made in that State, without giving effect to its conflict of law
rules, shall govern the validity, construction, performance and effect of this
Agreement.
(b) CONSENT TO JURISDICTION. Each party hereto consents to the
jurisdiction of the courts of the State of Nevada in the event any action is
brought for declaratory relief or enforcement of any of the terms and provisions
of this Agreement.
(c) ATTORNEYS' FEES. Unless otherwise specifically provided
for herein, each party hereto shall bear its own attorneys' fees incurred in the
negotiation and preparation of this Agreement and any related documents. In the
event that any action or proceeding is instituted to interpret or enforce the
terms and provisions of this
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Agreement, however, the prevailing party shall be entitled to its costs and
attorneys' fees, in addition to any other relief it may obtain or be entitled
to.
(d) INTERPRETATION. In the interpretation of this Agreement,
the singular may be read as the plural, and VICE VERSA, the neuter gender as the
masculine or feminine, and VICE VERSA, and the future tense as the past or
present, and VICE VERSA, all interchangeably as the context may require in order
to fully effectuate the intent of the parties and the transactions contemplated
herein. Syntax shall yield to the substance of the terms and provisions hereof.
Paragraph headings are for convenience of reference only and shall not be used
in the interpretation of the Agreement. Unless the context specifically states
to the contrary, all examples itemized or listed herein are for illustrative
purposes only, and the doctrine of INCLUSIO UNIUS EXCLUSIO ALTERIUS shall not be
applied in interpreting this Agreement.
(e) ENTIRE AGREEMENT. This Agreement sets forth the entire
understanding of the parties, and supersedes all previous agreements,
negotiations, memoranda, and understandings, whether written or oral. In the
event of any conflict between any exhibits or schedules attached hereto, this
Agreement shall control.
(f) MODIFICATIONS. This Agreement shall not be modified,
amended or changed in any manner unless in writing executed by the parties
hereto.
(g) WAIVERS. No waiver of any of the provisions of this
Agreement shall be deemed, or shall constitute, a waiver of any other provision,
whether or not similar, nor shall any waiver constitute a continuing waiver, and
no waiver shall be binding unless evidenced by an instrument in writing and
executed by the party making the waiver.
(h) INVALIDITY. If any term, provision, covenant or condition
of this Agreement, or any application thereof, should be held by a court of
competent jurisdiction to be invalid, void or unenforceable, that provision
shall be deemed severable and all provisions, covenants, and conditions of this
Agreement, and all applications thereof not held invalid, void or unenforceable,
shall continue in full force and effect and shall in no way be affected,
impaired or invalidated thereby.
(i) BINDING EFFECT. This Agreement shall be binding on and
inure to the benefit of the heirs, personal representatives, successors and
permitted assigns of the parties hereto.
(j) COUNTERPARTS. This Agreement may be executed in multiple
counterparts, which together shall constitute one and the same document.
(k) NEGOTIATED AGREEMENT. This is a negotiated Agreement. All
parties have participated in its preparation. In the event of any dispute
regarding its
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interpretation, it shall not be construed for or against any party based upon
the grounds that the Agreement was prepared by any one of the parties.
(l) ARBITRATION. Any controversy or claim arising out of or
relating to this contract, or the breach thereof, shall be settled by
arbitration in the State of Nevada in accordance with the Rules of the American
Arbitration Association, and judgment upon the award may be entered in any court
having jurisdiction thereof pursuant to the provisions of Chapter 38 of Nevada
Revised Statutes.
(m) TIME OF ESSENCE: Time is of the essence of this Agreement
and all of its provisions.
IN WITNESS WHEREOF, the parties have executed this Agreement effective
the day and year above written.
"SELLER" "BUYER"
LTC HEALTHCARE, INC., LTC PROPERTIES, INC.,
a Nevada corporation a Delaware corporation
By: /s/ James J. Pieczynski By: /s/ Wendy L. Simpson
Name: James J. Pieczynski Name: Wendy L. Simpson
Its: Chief Strategic Planning Officer Its: Vice Chairman & CFO
Date signed: September 6, 2000 Date signed: September 6, 2000
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SCHEDULE 1
CALCULATION OF PURCHASE PRICE
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<CAPTION>
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CORONADO CORPORATION PARK VILLA CORPORATION
<S> <C> <C> <C>
Purchase Price: $10,000,000.00 Purchase Price: $9,200,000.00
Existing Debt: (7,421,864.16) Existing Debt: (6,274,591.37)
Estimated Cash: 29,598.37 Estimated Cash: 32,158.31
Estimated Escrow Deposits: (113,536.57) Accrued Interest: (48,366.64)
Accrued Interest: (57,210.20) -------------
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NET PROCEEDS: $2,909,200.30
NET PROCEEDS: $2,436,987.44
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EXHIBIT "A"
STOCK POWER
FOR VALUE RECEIVED, the undersigned hereby assigns and transfers unto
LTC Properties, Inc., a Maryland corporation, all of its right, title and
interest in and to One Thousand (1,000) shares of common stock, par value $.01
per share (the "SHARES"), in _______________________________, a Delaware
corporation (the "CORPORATION"), and do hereby irrevocably constitute and
appoint any individual designated by the President of the Corporation as its
attorney to transfer the Shares on the books of the Corporation, with full power
of substitution in the premises.
DATED as of the 31st day of August, 2000.
LTC HEALTHCARE, INC.,
a Nevada corporation
By: _________________________
Name: _________________________
Its: _________________________
