<PAGE> 1
EXHIBIT A
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (this "Agreement") is made as of June 2,
2000 between Landair Corporation, a Tennessee corporation (the "Company"), and
East Tennessee Foundation, a Tennessee not-for-profit corporation (the
"Foundation").
In consideration of the mutual covenants contained below, the Company
and the Foundation agree as follows:
1. Sale of the Shares. Upon the terms and conditions set forth in this
Agreement, the Foundation hereby agrees to sell, assign and transfer to the
Company on the Closing Date (as defined below), and the Company hereby agrees to
purchase from the Foundation on the Closing Date, all 700,000 shares (the
"Shares") of the $0.01 par value Common Stock of the Company (the "Common
Stock") owned by the Foundation, being all of the shares of Common Stock owned
by the Foundation.
2. Purchase Price and Payment. The purchase price to be paid to the
Foundation for the Shares shall be $3,000,000.00 (the "Purchase Price"). At the
Closing (as defined below), upon transfer of the Shares, the Company shall pay
the Purchase Price to the Foundation by wire transfer to such bank account as
the Foundation may direct in writing at least two business days prior to the
Closing Date.
3. Representations and Warranties of the Foundation. The Foundation
hereby represents and warrants to the Company as follows:
(a) Ownership of the Shares. The Shares represent all equity
interests of the Foundation in the Company and the Foundation has no equity
interest of any nature in the Company other than the Shares. Record title to the
Shares is held of record in the name of the Foundation. The Foundation will at
Closing be the sole record owner of all Shares and the Foundation is, and at
Closing will be, the sole beneficial owner of all Shares, in each case free and
clear of any and all liens, pledges, encumbrances, charges, agreements,
restrictions or claims of any kind whatsoever. No person or entity has (and as
of the Closing Date none will have) asserted any claim or commenced or
threatened any litigation concerning the Shares. At the Closing the Foundation
will have the legal right, power and authority to transfer, assign and deliver
the Shares as provided in this Agreement. At the Closing, the Foundation will
convey to the Company lawful and valid title to the Shares, free and clear of
any and all liens, pledges, encumbrances, charges, agreements, restrictions or
claims of any kind whatsoever.
(b) Organization and Good Standing. The Foundation is, and at
Closing will be, a not-for-profit corporation duly organized, validly existing
and in good standing under the laws of the State of Tennessee with its office at
550 West Main Street, located in Knox County, Tennessee.
1
<PAGE> 2
(c) Execution and Effect of Agreement. The Foundation has the
corporate power and authority to enter into this Agreement, and consummation of
the transactions contemplated hereby has been duly authorized by all requisite
corporate action of the Foundation. This Agreement constitutes the legal, valid
and binding obligation of the Foundation, enforceable in accordance with its
terms (subject to the provisions of the Tennessee Not-for-Profit Corporation
Law, and except to the extent that enforceability may be limited by laws
governing bankruptcy, insolvency, receivership, liquidation, moratorium or
creditors' rights and conveyances in violation of such rights, and except
further that the availability of the remedy of specific performance and other
equitable remedies is subject to judicial discretion). Neither the execution,
delivery and performance of this Agreement nor the sale and delivery of the
Shares hereunder will violate, contravene, result in a breach of or constitute a
default (with due notice or lapse of time or both) under the Charter or By-Laws
of the Foundation or any note, mortgage, contract, instrument, judgment, law,
rule, regulation or decree to which the Foundation is a party or by which it is
bound. No insolvency or bankruptcy proceedings of any nature are pending against
or with respect to the Foundation under the laws of the United States, any state
or any foreign jurisdiction. The Foundation is an "accredited investor" as that
term is defined under the Securities Act of 1933, as amended, and, with its
advisors and consultants, has sufficient knowledge and expertise in financial
and business matters to be capable of evaluating the transaction contemplated in
this Agreement.
(d) Knowledge of the Company's Business. The Foundation has the
information sufficient to form the basis of its investment decision and hereby
acknowledges that, except as specifically provided herein, no representations or
warranties of any kind with respect thereto have been made to the Foundation by
the Company or by anyone on behalf of the Company in connection with this
Agreement or any of the transactions contemplated hereby. The Foundation has
copies of the Company's Report on Form 10-K for the fiscal year ended December
31, 1999, its Report on Form 10-Q for the Quarter ended March 31, 2000, its 1999
Annual Report to Shareholders and its Proxy Statement for the 2000 Annual
Meeting of Shareholders.
4. Representations and Warranties of the Company. The Company hereby
represents and warrants to the Foundation as follows:
(a) Organization and Good Standing. The Company is, and at the
Closing will be, a corporation duly organized, validly existing and in good
standing under the laws of the State of Tennessee.
(b) Execution and Effect of Agreement. The Company has the corporate
power and authority to enter into this Agreement, and consummation of the
transactions contemplated hereby has been duly authorized by all requisite
corporate action of the Company. This Agreement constitutes the legal, valid and
binding obligation of the Company, enforceable in accordance with its terms
(except to the extent that enforceability may be limited by laws governing
bankruptcy, insolvency, receivership, liquidation, moratorium or creditors'
rights and conveyances in violation of such rights, and except further that the
availability of the remedy of specific performance
2
<PAGE> 3
and other equitable remedies is subject to judicial discretion). Neither the
execution, delivery and performance of this Agreement nor the purchase of the
Shares hereunder will violate, contravene, result in a breach of or constitute a
default (with due notice or lapse of time or both) under the Charter or By-Laws
of the Company or any note, mortgage, contract, instrument, judgment, law, rule,
regulation or decree to which the Company is a party or by which it is bound. No
insolvency or bankruptcy proceedings of any nature are pending against or with
respect to the Company under the laws of the United States, any state or any
foreign jurisdiction.
Since September 28, 1998, the Company has timely filed all reports
required to be filed with the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended. Such reports, as of their
respective dates, did not contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading. Excluding the effects of general economic conditions affecting
the Company, since the date of filing of the Company's Form 10-K for the year
ended December 31, 1999, there have been no material changes in the financial
condition or results of operations of the Company which are not reflected in
such Form 10-K, in the 10-Q for the quarter ended March 31, 2000, in the
Company's annual report to shareholders for its 1999 fiscal year or in the proxy
statement for the Company's 2000 annual meeting of shareholders.
5. Covenants of the Foundation. During the period which commences on
the date hereof and ends on the Closing Date, (i) the Foundation shall not
directly or indirectly sell, transfer, dispose of, grant any option or other
right with respect to, or otherwise encumber or restrict, and (ii) the
Foundation shall not directly or indirectly agree to sell, transfer, dispose of,
grant any option or other right with respect to, or otherwise encumber or
restrict, and (iii) neither the Foundation nor any of its agents, employees,
officers, trustees, affiliates or associates shall directly or indirectly
solicit or entertain offers for the purchase or acquisition of, any of the
Shares, any other stock of the Company or any business or assets of the Company;
provided, however, that consistent with its fiduciary obligations under
applicable law, the Foundation may consider and accept an offer to purchase the
Shares at a price in excess of 110% of the price herein, or higher, and on terms
no less favorable to the Foundation than the terms of this Agreement, and may
consummate any such transaction without liability to the Company hereunder,
provided that the Foundation, its agents, employees, officers, trustees,
affiliates and associates have taken no steps to solicit the making of such
offer.
6. Conditions Precedent to the Company's Obligation. The obligations of
the Company to consummate the purchase of the Shares on the Closing Date is
subject to satisfaction of the following conditions (all or any of which may be
waived by the Company):
(a) Representations and Warranties True and Correct. Each of the
representations and warranties of the Foundation contained herein shall be true
and
3
<PAGE> 4
correct as of the Closing Date with the same force and effect as though the
same had been made on and as of the Closing Date.
(b) Performance of Agreement. The Foundation shall have performed
and complied with all covenants and provisions of this Agreement required herein
to be performed or complied with by the Foundation between the date hereof and
the Closing Date.
(c) Delivery of Consideration. The Shares shall have been delivered
to the Company for purchase by it on the Closing Date in accordance with the
provisions hereof.
(d) Officer's Certificate. The Company shall have received a
certificate of the President of the Foundation, dated the Closing Date, to the
effect of subparagraphs (a), (b) and (c) above.
7. Conditions Precedent to the Foundation's Obligations. The obligation
of the Foundation to consummate the sale, transfer and assignment of the Shares
to the Company on the Closing Date is subject to the satisfaction of the
following conditions (all or any of which may be waived by the Foundation):
(a) Representations and Warranties True and Correct. Each of the
representations and warranties of the Company contained herein shall be true and
correct as of the Closing Date with the same force and effect as though the same
had been made on and as of the Closing Date.
(b) Performance of Agreement. The Company shall have performed and
complied with all covenants and provisions in this Agreement required herein to
be performed or complied with by the Company between the date hereof and the
Closing Date.
(c) Delivery of Consideration. The Purchase Price for the Shares
shall have been received by the Foundation on the Closing Date in accordance
with the provisions hereof.
(d) Officer's Certificate. The Foundation shall have received a
certificate of the President of the Company, dated the Closing Date, to the
effect of subparagraphs (a), (b) and (c) above.
8. Closing and Closing Date.
(a) Location of Closing. The closing of the sale and purchase of the
Shares hereunder (the "Closing") shall occur at 10:00 a.m. on June 14, 2000 (the
"Closing Date"), at the offices of the Foundation.
4
<PAGE> 5
(b) Delivery of Documents. All proceedings to take place and all
documents to be executed and delivered by the parties at the Closing shall be
deemed to have taken place and been executed and delivered simultaneously, and
no proceeding shall be deemed to have taken place nor any document executed or
delivered until all have taken place and been executed and delivered.
(c) The Foundation. At Closing, the Foundation shall deliver to the
Company the following:
(i) a certificate representing the Shares, which certificate
shall be duly endorsed in blank or, in lieu thereof, shall have affixed thereto
a stock power executed in blank, and in proper form for transfer; and
(ii) the certificate of an officer of the Foundation described
above.
(d) The Company. At Closing, the Company shall deliver to the
Foundation the following:
(i) the Purchase Price as provided above; and
(ii) the certificate of an officer of the Company described
above.
9. Brokers. Each party acknowledges and agrees that it will pay all
fees and other amounts payable to its own financial and other advisors in
connection with the transaction contemplated by this Agreement and will hold the
other party harmless from any claims by such financial and other advisors for
any fees or other amounts.
10. Survival of Representations, Warranties and Covenants.
Representations, warranties and covenants contained in this Agreement and in any
certificate, document or instrument delivered in connection herewith shall
survive the execution and delivery of this Agreement and the Closing hereunder,
regardless of any investigation made by the parties hereto.
11. Additional Covenants. The Company and the Foundation each agree to
cooperate and use their reasonable efforts to cause the transactions
contemplated by this Agreement to be consummated on the Closing Date.
12. Termination. In the event that the Closing has not been completed
on or before June 30, 2000, this Agreement may be terminated immediately upon
written notice by the Company or the Foundation to the other, unless the failure
to close shall be the fault of the party seeking termination. For purposes of
this Section, "fault" with respect to Closing shall mean the failure of a party
to take an action as is reasonable and within such party's control that is
contemplated by the Agreement to be taken by such party to satisfy or fulfill a
condition precedent to Closing or to close the Agreement, which failure
5
<PAGE> 6
has not been consented to or waived by the other party. Upon any such
termination, this Agreement and the obligations of the parties hereunder shall
be of no further force or effect.
13. Notices. Unless otherwise specifically provided, any notices and
other communications required or permitted hereunder shall be in writing and
shall be deemed to have been duly given upon being delivered personally or upon
receipt if (i) mailed by registered mail, (ii) sent by overnight courier
service, or (iii) sent by telecopy communications, addressed as follows:
In the case of the Company:
Landair Corporation
430 Airport Road
Greeneville, TN 37745
Attention: Richard H. Roberts
In the case of the Foundation:
East Tennessee Foundation
550 West Main Street
Knoxville, TN 37902
Attention: Jerry Askew
with a copy to:
Dennis McClane, Esq.
Woolf, McClane, Bright, Allen & Carpenter
900 South Gay Street, Suite 900
Riverview Tower
Knoxville, TN 37902
or to such other addresses and/or persons as the Company or the Foundation may
hereafter designate to the other in writing by like notice.
14. Miscellaneous.
(a) Entire Agreement. This Agreement represents the entire
understanding and agreement between the parties hereto with respect to the
subject matter hereof and can be amended, supplemented or changed, and any
provision hereof can be waived, only by a written instrument making specific
reference to this Agreement signed by the party against whom enforcement of any
such amendment, supplement, modification or waiver is sought.
(b) Specific Enforcement; Severability. The Foundation and the
Company acknowledge and agree that irreparable damage would occur in the event
that
6
<PAGE> 7
any of the provisions of this Agreement were not performed in accordance with
its specific terms or were otherwise breached. The Foundation and the Company
agree that each shall be entitled to an injunction or injunctions to prevent
breaches of the provisions of this Agreement and to enforce specifically all
terms and provisions hereof in any court of the United States or any state
thereof having jurisdiction, in addition to any other remedy to which the
Foundation or the Company may be entitled at law or in equity. If any provision
of this Agreement is in violation of any statute, rule, regulation, order or
decree of any governmental authority, court or agency, then such provision shall
be modified to the minimum extent necessary so as to cure such violation, and
all other provisions hereof shall remain in full force and effect
notwithstanding such violation.
(c) Successors. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their successors and assigns;
provided, however, that this Agreement and all rights and obligations hereunder
may not be assigned or transferred.
(d) Section Headings. The section headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.
(e) Applicable Law. This Agreement shall be governed by, construed
and enforced in accordance with, the laws of the State of Tennessee without
giving effect to the principles thereof relating to the conflict of laws.
(f) Expenses. Except as otherwise expressly provided herein,
whether or not the transactions contemplated hereby are consummated, each party
hereto shall pay its own expenses.
(g) Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original.
(h) Disclosures. Neither party shall publicly disclose any
information concerning this transaction prior to the Closing Date except: (i)
either party may make any disclosures that are mutually agreed by the parties,
(ii) the Company may make disclosures to its lenders and any disclosures
required by law and (iii) the Foundation may make any disclosures to the
Internal Revenue Service and any other state or federal agency as required by
law. The parties understand and agree that they are required to make certain
public filings upon completion of the transaction contemplated under this
Agreement. Both parties agree to characterize the transaction as fair to both
organizations.
7
<PAGE> 8
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement, as of the day and year first above written.
LANDAIR CORPORATION
By: /s/ C. Tim Roach
-----------------------------------
C. Tim Roach
Its: President & Chief Operating Officer
EAST TENNESSEE FOUNDATION
By: /s/ Jerry Askew
----------------------------------
Jerry Askew
Its: President
8
