UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __________)*
Daniel Green Company
(Name of Issuer)
Common Stock
(Title of Class of Securities)
392775102
(CUSIP Number)
James R. Riedman
President
Riedman Corporation
45 East Avenue
Rochester, New York 14604
Check the following box if a fee is being paid with this
statement /X/. (A fee is not required only if the filing
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7).
*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 the
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 the 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).
(Continued on the following page(s))
Page 1 of 6 Pages
<PAGE>
CUSIP No. 392775102 Page 2 of 6 Pages
___________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Riedman Corporation
16-0807638
___________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) /X/
(b) / /
___________________________________________________________________________
(3) SEC USE ONLY
___________________________________________________________________________
(4) SOURCE OF FUNDS
WC
___________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
___________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
___________________________________________________________________________
(7) SOLE VOTING POWER
476,355
________________________________________________
NUMBER OF SHARES (8) SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON ________________________________________________
WITH (9) SOLE DISPOSITIVE POWER
476,355
________________________________________________
(10) SHARED DISPOSITIVE POWER
___________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
476,355
___________________________________________________________________________
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) / /
___________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.5%
___________________________________________________________________________
(14) TYPE OF REPORTING PERSON (See Instructions)
CO
___________________________________________________________________________
<PAGE>
CUSIP No. 392775102 Page 3 of 6 Pages
___________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James R. Riedman
###-##-####
___________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) /X/
(b) / /
___________________________________________________________________________
(3) SEC USE ONLY
___________________________________________________________________________
(4) SOURCE OF FUNDS
PF
___________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
___________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
___________________________________________________________________________
(7) SOLE VOTING POWER
3,000
________________________________________________
NUMBER OF SHARES (8) SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON ________________________________________________
WITH (9) SOLE DISPOSITIVE POWER
3,000
________________________________________________
(10) SHARED DISPOSITIVE POWER
___________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000
___________________________________________________________________________
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) / /
___________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.29%
___________________________________________________________________________
(14) TYPE OF REPORTING PERSON (See Instructions)
IN
___________________________________________________________________________
<PAGE>
CUSIP No. 392775102 Page 4 of 6 Pages
Item 1. Security and Issuer.
This Schedule relates to shares of the Common Stock, par value $2.50
per share ("Common Stock") of Daniel Green Company (the "Issuer"). The
Issuer's principal executive office is located at One Main Street,
Dolgeville, New York 13329.
Item 2. Identity and Background.
This statement is submitted by Riedman Corporation, a corporation
organized under the laws of the State of New York. Riedman Corporation's
principal business is insurance brokerage and its principal business and
office address is 45 East Avenue, Rochester, New York 14604. Riedman
Corporation has not, during the last five years, been convicted in a
criminal proceeding and has not, during the last five years, been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which it is or was 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.
Listed below are the names, business addresses and occupational
information for: (a) each executive officer and director of Riedman
Corporation, (b) each person controlling Riedman Corporation, and (c) each
executive officer and director of any corporation or other person
ultimately in control of Riedman Corporation. To the best of the knowledge
of Riedman Corporation, each of the following individuals has not, during
the last five years, been convicted in a criminal proceeding and has not,
during the last five years, been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of
which it is or was 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.
John R. Riedman
45 East Avenue
Rochester, New York 14604
Chairman, Chief Executive Officer, Treasurer, Director and
Controlling Person of Riedman Corporation, whose principal business
and address is set forth above.
James R. Riedman
45 East Avenue
Rochester, New York 14604
President and Director of Riedman Corporation, whose principal
business and address is set forth above.
Janet H. Ruff
45 East Avenue
Rochester, New York 14604
Secretary and Director of Riedman Corporation, whose principal
business and address is set forth above.
<PAGE>
CUSIP No. 392775102 Page 5 of 6 Pages
Geoffrey Weaver
45 East Avenue
Rochester, New York 14604
Chief Financial Officer of Riedman Corporation,
whose principal business and address is set forth above.
This statement is also submitted by James R. Riedman, the required
information for whom is set forth above.
Item 3. Source and Amount of Funds or Other Consideration
Between October, 1992 and August, 1993, Riedman Corporation
purchased an aggregate of 33,000 shares of Common Stock at prices ranging
from $3.75 to $5.50 per share for an aggregate consideration of $154,893.
In May, 1993, John Riedman gifted 1,000 shares of Common Stock to two of
James R. Riedman's minor children, which shares are registered in his name
as custodian under the Uniform Gifts to Minors Act. On June 26, 1996,
Riedman Corporation purchased an additional 475,000 newly-issued shares of
Common Stock for $3.16 per share for an aggregate consideration of
$1,500,000. Riedman Corporation immediately resold 31,645 of such shares
to Warren J. Reardon, III, the President of the Issuer, for $3.16 per share
for an aggregate consideration of $100,000. James R. Riedman purchased
1,000 shares of Common Stock in October, 1992 for $3.75 per share for an
aggregate consideration of $3,750. The source of funds for Riedman
Corporation's purchases was working capital, and the source of funds for
James R. Riedman's purchase was his personal funds.
Item 4. Purpose of the Transaction
The purpose of the recent acquisition of Common Stock by Riedman
Corporation was to provide the Issuer with needed working capital and to
provide sufficient economic interest in the Issuer to induce James R.
Riedman to become the Chairman and Chief Executive Officer of the Issuer.
In connection with the transaction, two existing directors have resigned
and the vacancies created were filled by two individuals designated by
Riedman Corporation. The Chairman of the Board resigned from that office
and Warren J. Reardon, III, formerly the President and Chief Executive
Officer, resigned as Chief Executive Officer. James R. Riedman was
appointed as Chairman of the Board and Chief Executive Officer. Additional
changes in management of the Issuer may occur in the future; however, the
reporting persons have not yet formulated any specific plans for such
changes.
Item 5. Interest in Securities of the Issuer
(a) Riedman Corporation beneficially owns 476,355 shares of Common
Stock, representing 31.5% of the issued and outstanding shares of Common
Stock. James R. Riedman beneficially owns 3,000 shares of Common Stock,
representing 0.29% of the issued and outstanding shares of Common Stock.
(b) Riedman Corporation has the sole power to vote and sole power
to dispose of 476,355 shares of Common Stock, and James R. Riedman has the
sole power to vote and sole power to dispose of 3,000 shares of Common
Stock.
(c) See Item 3 for a description of all transactions in the Common
Stock within the last 60 days.
<PAGE>
CUSIP No. 392775102 Page 6 of 6 Pages
(d) None.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
None.
Item 7. Material to Be Filed as Exhibits
(a) Stock Purchase Agreement dated June 26, 1996 between Riedman
Corporation and the Issuer pursuant to which Riedman Corporation purchased
475,000 shares of Common Stock from the Issuer.
(b) Exempt Party Agreement dated June 26, 1996 between Riedman
Corporation and the Issuer which prevented the acquisition of Common Stock
by Riedman Corporation from triggering rights under the Issuer's
shareholder rights plan.
Signature
After reasonable inquiry and to the best of the undersigned's
knowledge and belief the undersigned certify that the information set forth
in this statement is true, complete and correct.
July 3, 1996 RIEDMAN CORPORATION
By:/s/ James R. Riedman
James R. Riedman, President
July 3, 1996 /s/ James R. Riedman
James R. Riedman
<PAGE>
AGREEMENT PURSUANT TO RULE 13D-1(F)(1)
The undersigned persons agree and consent to the joint filing on
their behalf of this Schedule 13D in connection with their beneficial
ownership of the common stock of Daniel Green Company at June 30, 1996 and
agree that this filing is filed on behalf of each of them.
July 3, 1996 RIEDMAN CORPORATION
By: /s/ James R. Riedman
James R. Riedman, President
July 3, 1996 /s/ James R. Riedman
James R. Riedman
STOCK PURCHASE AGREEMENT
Agreement (the "Agreement"), dated this 26th day of June, 1996, by and
between Riedman Corporation, a New York corporation ("Buyer") and Daniel
Green Company, a Massachusetts corporation (the "Company").
RECITALS
Buyer desires to purchase from the Company 475,000 shares (the
"Purchased Stock") of Common Stock, par value $2.50 per share (the "Common
Stock") (such transaction to be referred to herein as the "Purchase"), and
the Company desires to issue and sell such Purchased Stock to Buyer,
subject to the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein and for other good and valuable consideration the receipt
and adequacy of which are hereby acknowledged, the parties hereto agree as
follows:
ARTICLE I
PURCHASE AND SALE OF PURCHASED STOCK; THE CLOSING
1.1 The Purchase. Subject to the terms and conditions contained
herein, the Company shall issue, sell, and deliver to Buyer, and Buyer
shall purchase and acquire from the Company the Purchased Stock at a
closing (the "Closing") to be held at the offices of Nixon, Hargrave,
Devans & Doyle, Clinton Square, Rochester, New York, at 1:00 p.m. on June
26, 1996 (the "Closing Date"), unless the parties hereto otherwise agree to
some other time and place.
1.2 Consideration for the Purchase. At the Closing, subject to
the terms and conditions contained herein, as consideration for the
purchase of the Purchased Stock, Buyer shall pay One Million Five Hundred
Thousand Dollars ($1,500,000) (the "Purchase Price") in cash by wire
transfer of immediately available funds to the Company's account as
designated by the Company.
1.3 Documents to be Delivered. To effect the Purchase, the
Company and Buyer shall, at the Closing, take the action and deliver the
documents as set forth in Article V.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE COMPANY TO BUYER
The Company hereby represents and warrants to Buyer as follows:
2.1 Organization of the Company. The Company is a corporation
duly organized, validly existing and, in good standing under the laws of
the Commonwealth of Massachusetts and has the corporate power to conduct
its business as it is presently being conducted and to own and lease its
assets.
2.2 Authorization.
(a) The Company has the corporate power to execute and
deliver this Agreement, and to perform its obligations hereunder.
(b) The Company has duly authorized the execution, delivery
and performance of this Agreement. This Agreement is a legally valid and
binding obligation of the Company.
(c) The issuance and sale of the Purchased Stock has been
duly authorized by the Company. When the Purchased Stock is issued and
delivered to and paid for by Buyer in accordance with the terms hereof, the
Purchased Stock will be validly issued, fully paid and non-assessable and
free of any preemptive rights.
2.3 Capitalization. As of the date of this Agreement, the
authorized capital stock of the Company consists of four million
(4,000,000) shares of Common Stock, 1,036,892 shares of which are issued
and outstanding. All of the outstanding shares of Common Stock have been
duly authorized and validly issued and are fully paid and non-assessable.
Except for the options granted pursuant to the Company's Stock Option Plan
and the Rights issued to all stockholders under the Company's Shareholder
Rights Plan pursuant to a Rights Agreement between the Company and the
First National Bank of Boston dated February 9, 1996, there are no
outstanding subscriptions, options, warrants, rights (including any
preemptive rights), calls or commitments of any character relating to, or
entitling any person or entity to purchase or otherwise acquire, any
capital stock or other equity securities of the Company or any securities
or rights convertible into or exchangeable or exercisable for shares of
capital stock or other equity securities of the Company.
2.4 Financial Statements. The Company has heretofore delivered
to Buyer (a) the audited Financial Statements of the Company at, and for
the year ended, December 31, 1995 together with the notes thereto and the
report thereon of Deloitte & Touche LLP (the "Financial Statements") and
(b) the unaudited balance sheet and statement of operations (the "Interim
Financial Statements") of the Company at, and for the four months ended
April 30, 1996. Except as otherwise set forth therein, the Financial
Statements and the Interim Financial Statements have been prepared in
accordance with generally accepted accounting principles (except, in the
case of the Interim Financial Statements, for (i) year-end audit
adjustments consisting of normally recurring items and (ii) the lack of
notes to such Interim Financial Statements). The Financial Statements and
the Interim Financial Statements fairly present in all material respects,
as of the dates and for the periods thereof, the financial condition and
the results of operations of the Company (subject, in the case of the
Interim Financial Statements, to said year-end audit adjustments).
2.5 Absence of Certain Changes. Since the date of the Interim
Financial Statements, there has been no material adverse change in the
Company's business, results of operation or financial condition taken as a
whole, except :
(i) the Company recently executed a Fifteenth
Amendment to its Loan and Security Agreement with Fleet Bank, which
provides for a gradual increasing cost of borrowing over the next
year, indicative of the Bank's desire to have the Company make other
banking arrangements; and
(ii) the Company has recently instituted a new
operational strategy for the Company in light of the 1995 net loss,
which program, while reducing costs and seeking to return to
profitability, may result in reduction in overall gross sales of the
Company.
The Buyer acknowledges it is familiar with these aspects of the Company's
business, particularly as its President is a member of the Board of
Directors of the Company.
2.6 Title to Assets. The Company owns or leases all real and
personal property necessary for the conduct of its business as presently
conducted. To the extent material to the business or operations of the
Company, the Company has good and marketable title to all such property
owned by it, subject to the mortgages reflected in the Financial
Statements.
2.7 No Conflict or Violation. Neither the execution, delivery
or consummation of this Agreement by the Company will result in a violation
or breach of (i) the Articles of Organization or by-laws of the Company or
(ii) any contract, agreement, indebtedness, lease, commitment, license,
franchise, permit or authorization to which the Company is a party or by
which the Company is bound.
2.8 Litigation. There is no action, suit, litigation, labor
dispute or arbitration pending or, to the Company's knowledge, threatened
against the company or any order, writ, injunction, judgment or decree
outstanding that, if adversely determined, would have a material adverse
effect on the Company. The Company is not in default under or with respect
to any judgment, order, writ, injunction or decree of any court or
governmental agency applicable to it.
2.9 Tax Matters. The Company has timely filed with the
appropriate taxing or other governmental authorities all returns
(including, without limitation, information returns) in respect of federal,
state and local taxes required to be filed, taking into account any
appropriate extension of time, through the date hereof. The returns filed
are complete and correct in all material respects. All taxes shown on the
returns filed by the Company have been paid, or an adequate reserve has
been established therefor.
2.10 SEC Filings. The Company has made all required filings with
the Securities and Exchange Commission pursuant to the Securities Exchange
Act of 1934, and has filed all appropriate reports with NASDAQ, and the
Company is in substantial compliance with all regulations of the Securities
and Exchange Commission and NASDAQ.
2.11 The Company is in substantial compliance with all federal,
state and local laws, rules and regulations applicable to the Company and
its business, including without limitation laws, rules and regulations
relating to protection of health or the environment, hazardous substances,
labor relations and employee benefits.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF BUYER TO THE COMPANY
The Buyer hereby represents and warrants to the Company as
follows:
3.1 Organization. Buyer is a corporation duly organized,
validly existing and in good standing under the laws of the State of New
York.
3.2 Authorization.
(a) Buyer has all necessary corporate power and authority
to execute and deliver this Agreement and to perform its obligations
hereunder.
(b) Buyer has duly authorized the execution, delivery and
performance of this Agreement. This Agreement is a legally valid and
binding obligation of Buyer.
3.3 Purchase Entirely for Own Account. The Purchased Stock is
being acquired by Buyer for investment for its own account, not as a
nominee or agent, and not with a view to the resale or distribution of any
part thereof within the meaning of the Securities Act of 1933 (the
"Securities Act"). Except for the sale of up to 31,750 shares of the
Purchased Stock to Warren J. Reardon III, President of the Company, Buyer
has no present intention of selling, granting any participation in, or
otherwise distributing any of the Purchased Stock. Except as aforesaid,
Buyer is not a party to any contract, undertaking, agreement or arrangement
to sell, transfer or grant participations to any third person with respect
to any of the Purchased Stock.
3.4 Disclosure of Information. Buyer has requested all the
information it considers necessary or appropriate for deciding whether to
acquire the Purchased Stock and has had an opportunity to ask questions and
receive answers from the Company regarding the business, properties,
prospects, assets, liabilities and financial condition of the Company that
Buyer reasonably considers important in making the decision to acquire the
Purchased Stock.
3.5 Investment Experience. Buyer acknowledges that it is able
to evaluate for itself, and has such knowledge and experience in financial
or business matters that it is capable of evaluating, the merits and risks
of the investment in the Purchased Stock, that it has the ability to
protect its own interests in this transaction, and is financially capable
of bearing a total loss of this investment. Buyer is fully aware of: (i)
the speculative nature of the investment in the Purchased Stock; (ii) the
financial hazards involved; (iii) the financial condition of the Company,
as reflected by its net loss for 1995 and 1996 to date; and (iv) the
qualification and background of the management of the Company.
3.6 Accredited Investor. Buyer is an "accredited investor"
within the meaning of Rule 501 promulgated under the Securities Act, as
presently in effect.
3.7 Restricted Securities. Buyer understands that the Purchased
Stock will be characterized as "restricted securities" under the federal
securities laws inasmuch as they are being acquired in a transaction not
involving a public offering and, that under such laws and applicable
regulations, the Purchased Stock may be resold without registration under
the Securities Act only in certain limited circumstances. In this
connection, Buyer represents that it is familiar with Rule 144 promulgated
under the Securities Act, as presently in effect, and understands the
resale limitations imposed thereby and by the Securities Act.
ARTICLE IV
COVENANTS OF THE COMPANY
The Company covenants and agrees with the Buyer that at or prior
to the Closing Date, it will:
4.1 Designation of Buyer. It will take the necessary action,
subject to Buyer executing an appropriate agreement, to designate Buyer an
Exempt Person under the Shareholder Rights Plan as reflected in the Rights
Agreement between the Company and the Rights Agent dated February 9, 1996.
4.2 Board of Directors. It will obtain the resignation of two
members of the Board of Directors of the Company effective on the Closing
Date and will cause the necessary action to be taken to fill the vacancies
caused by the resignations with nominees designated by the Buyer.
4.3 Officers. It will cause the necessary action to be taken to
elect James R. Riedman Chairman and Chief Executive Officer of the Company
and Warren J. Reardon III, President and Chief Operating Officer of the
Company, effective on the Closing Date and the consummation of the
Purchase.
4.4 Regulatory Notification. It will take the necessary action
to comply in a timely manner with the notification and registration
requirements of the Securities and Exchange Commission and NASDAQ with
respect to the Purchase.
4.5 Public Announcement. It will make a public announcement in
form satisfactory to Buyer and will notify all shareholders of the Company
of the Purchase at such time, no later than the Closing Date, as deemed by
the Company to be appropriate or necessary.
4.6 Registration Rights. Upon the request(s) of Buyer at any
time subsequent to one year from the date hereof, the Company shall
promptly cause any or all Common Stock held by Buyer or any affiliate of
the Buyer to be registered for sale under the Securities Act (or any
statutory successor thereto) and qualified for sale pursuant to state "blue
sky" laws and do all things reasonably necessary to facilitate the
registered sale of Common Stock by Buyer. The Company shall bear the
expenses of such registration and qualifications, other than buyer's legal
counsel's fees and distribution fees and expenses, which shall be borne by
Buyer. The obligation of the Company hereunder shall be limited:
(i) to no more than three such "demand" registrations
(in addition to an unlimited number of "piggyback" registrations); and
(ii) if the proposed sale by the Buyer could be
accomplished in a manner substantially similar to that proposed and at
the same net sale price to Buyer by means of a transaction which would
be exempt from registration in accordance with the existing rules and
regulations under the Securities Act.
ARTICLE V
CONDITIONS TO THE CLOSING
5.1 Conditions to the Company's Obligations to the Purchase.
The obligation of the Company to issue and sell the Purchased Stock to
Buyer at the Closing is subject to the satisfaction on or prior to the
Closing Date of each of the following conditions, any of which may be
waived by the Company:
(a) Representations, Warranties and Covenants. Each of the
representations and warranties of Buyer contained in this Agreement shall
be true and correct in all material respects at and as of the Closing Date
and Buyer shall have performed in all material respects the agreements and
covenants required hereby to be performed by it on or prior to the Closing
Date.
(b) No Litigation. No action, suit, litigation,
investigation or other proceeding shall have been instituted or threatened
by any governmental authority or any other entity or person for the purpose
of preventing, or that questions the validity or legality of, the Purchase.
(c) Closing Documents. The Company shall have received,
at or prior to the Closing Date, the following:
(i) confirmation that the Company has received the
Purchase Price by wire transfer into the account designated by it as
provided in Section 1.2;
(ii) a cross-receipt with respect to the purchase and
sale of the Purchased Stock.
5.2 Conditions to Buyer's Obligations to the Purchase. The
obligation of Buyer to purchase the Purchased Stock at the Closing is
subject to the satisfaction on or prior to the Closing Date of each of the
following conditions, any of which (except for the legend on the stock
certificates) may be waived by Buyer:
(a) Representations, Warranties and Covenants. Each of the
representations and warranties of the Company to Buyer contained in this
Agreement shall be true and correct in all material respects at and as of
the Closing Date, and the Company shall have performed in all material
respects the agreements and covenants required hereby to be performed by it
on or prior to the Closing Date.
(b) No Litigation. No action, suit, litigation
investigation or other proceeding shall have been instituted or threatened
by any governmental authority or any other entity or person for the purpose
of preventing, or that questions the validity or legality of, the
Purchase.
(c) Closing Documents. Buyer shall have received at or
prior to the Closing Date, the following:
(i) a certificate of the Clerk of the Company
attesting to the resolutions authorizing the transactions contemplated
by this Agreement;
(ii) certificates representing the Purchased Stock,
which certificates shall bear the following legend:
"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933. THE
SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE
ABSENCE OF REGISTRATION OR EXEMPTION THEREFROM UNDER
SAID ACT OR THE RULES AND REGULATIONS PROMULGATED
THEREUNDER."
(iii) the cross-receipt referred to in Section
5.1(c)(ii); and
(iv) a certificate, dated as of a recent date, from the
Secretary of State of the Commonwealth of Massachusetts evidencing the
good standing of the Company.
ARTICLE VI
MISCELLANEOUS
6.1 Assignment. Neither this Agreement nor any of the rights or
obligations hereunder may be assigned by Buyer without the prior written
consent of the Company. Subject to the foregoing, this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors, heirs and assigns.
6.2 Notices. Unless otherwise provided herein, any notice,
request, instruction or other document to be given hereunder by either
party to the other shall be in writing and delivered in person or by
courier, telecopied by facsimile transmission (provided that confirmation
is received by the sender) or mailed by certified mail, postage prepaid,
return receipt requested (such mailed notice to be effective on the date
such receipt is acknowledged), as follows:
If to the Company: Warren J. Reardon, III, President
Daniel Green Company
One Main Street
Dolgeville, New York 13329-1398
Telephone: 315-429-3131
Telecopier: 315-429-8424
With a copy to: John B. French, Esquire
Sullivan & Worcester
One Post Office Square
Boston, Massachusetts 02109
Telephone: 617-338-2847
Telecopier: 617-338-2880
If to Buyer: James R. Riedman
Riedman Corporation
45 East Avenue
Rochester, New York 14604
Telephone: 716-232-4424
Telecopier: 716-232-7802
With a copy to: Justin P. Doyle, Esquire
Nixon, Hargrave, Devans & Doyle
Clinton Square
Post Office Box 1051
Rochester, New York 14603-1051
Telephone: 716-263-1359
Telecopier: 716-263-1600
or to such other place and with such other copies as either party may
designate by written notice to the other.
6.3 Choice of Law. This Agreement shall be construed and
interpreted and the rights of the parties determined in accordance with the
laws of the State of New York without reference to its principles of
conflicts of law. Each party hereto irrevocably consents to the service of
any and all process in any action or proceeding arising out of or relating
to this Agreement by the mailing of copies of such process to such party at
its address specified in Section 6.2.
6.4 Entire Agreement, Amendments and Waivers. This Agreement
constitutes the entire agreement among the parties pertaining to the
Purchase and supersedes all prior agreements, understandings, negotiations
and discussions, whether oral or written, of the parties with respect to
the Purchase. No amendment, supplement, modification or waiver of this
Agreement shall be binding unless executed in writing by the party to be
bound thereby.
6.5 Expenses. Regardless of whether the transaction
contemplated hereby is consummated, all costs and expenses (including,
without limitation, the fees, costs, disbursements and expenses of
attorneys, accountants and advisors) (i) incurred by Buyer in connection
with the negotiation, preparation, execution and performance of this
Agreement shall be paid by Buyer and (ii) incurred by the Company in
connection with the negotiation, preparation, execution and performance of
this Agreement shall be paid by the Company.
6.6 No Brokers. Other than KPMG BayMark Capital LLC
("BayMark"), which the Company had engaged in connection with other
financial advisory and investment banking services, no broker or finder has
acted for the Company or the Buyer in connection with this Agreement and no
broker or finder or other person or entity is entitled to any broker's fee
or other commissions in respect of the Purchase. The negotiated fees and
expenses with respect to BayMark's services shall be the sole
responsibility of and shall be paid by the Company. Except as aforesaid
with respect to BayMark, each party agrees to indemnify and hold the other
harmless against any claim of any broker or finder claiming through such
party for any fee or commission with respect to the Purchase.
6.7 Counterparts. This agreement may be executed in
counterparts and when each party has signed and delivered at least one such
counterpart, each counterpart shall be considered an original agreement
and, when taken together with other signed counterparts, shall constitute
one agreement binding upon and effective as to both parties.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement, by their respective officers hereunto duly authorized, as of the
day and year first above written.
BUYER: COMPANY:
RIEDMAN CORPORATION DANIEL GREEN COMPANY
By:_____________________________ By:_____________________________
Name:___________________________ Name:___________________________
Title:__________________________ Title:__________________________
AGREEMENT dated this 26th day of June, 1996, between Riedman
Corporation, a New York corporation, having a place of business at 45 East
Avenue, Rochester, New York ("Riedman") and Daniel Green Company, a
Massachusetts corporation, having a place of business at One Main Street,
Dolgeville, New York (the "Company").
RECITALS
The Company and Riedman have entered into a Stock Purchase Agreement
dated June 26, 1996, pursuant to which the Company is to issue and sell and
Riedman is to purchase 475,000 newly issued shares of common stock, $2.50
par value per share (the "Common Stock") of the Company. Riedman currently
owns 33,000 shares of the Common Stock and its President, James R. Riedman,
owns 3,000 shares of the Common Stock, so that in the aggregate Riedman and
its affiliates and associates will, upon consummation of the purchase
provided for in the Stock Purchase Agreement, own approximately 33.8% of
the outstanding Common Stock of the Company.
Pursuant to the terms of the Rights Agreement between the Company and
The First National Bank of Boston, Rights Agent, dated February 9, 1996
(the "Shareholder Rights Plan") the Rights issued under the Shareholder
Rights Plan would become exercisable following the purchase of the Common
Stock by Riedman. In order that the purchase by Riedman of the Common
Stock not constitute a "Section 11(a)(ii) Event" as specified in the
Shareholder Rights Plan, and therefore not cause the Rights to become
exercisable, it is the desire and intention of the Company to designate
Riedman an "Exempt Person" as defined in the Shareholder Rights Plan.
NOW, THEREFORE, in consideration of the mutual promises contained
herein, Riedman and the Company hereby agree as follows:
1. Riedman agrees that it will not directly or indirectly by itself or
through one or more affiliates or associates (as those terms are
defined in the Shareholder Rights Plan) acquire additional Common
Stock of the Company such that its beneficial ownership (as defined in
the Shareholder Rights Plan) of the outstanding Common Stock of the
Company would at any time exceed 40% thereof (the "threshold").
The foregoing agreement will not be violated if the threshold is
exceeded by reason of any reduction in the number of shares of the
Company's outstanding Common Stock.
2. Based upon the agreement of Riedman to limit its beneficial ownership
of the Common Stock to amounts not in excess of the threshold, the
Company hereby designates Riedman an Exempt Person as defined in the
Shareholder Rights Plan. This designation shall be irrevocable so
long as Riedman is in compliance with this Agreement.
3. This Agreement shall be binding upon Riedman and the Company and their
respective successors and assigns, and shall remain in effect as long
as Riedman, together with any affiliates and associates of Riedman,
shall be the beneficial owner of 20% or more of the outstanding Common
Stock of the Company.
4. This Agreement has been approved and authorized by a majority of the
directors of the Company, excluding the officers of the Company who
are directors and the President of Riedman, who is a director of the
Company.
5. Neither this Agreement nor any of its rights and obligations hereunder
may be assigned by either party without the prior written consent of
the other party.
6. Notices. Unless otherwise provided herein, any notice, request,
instruction or other document to be given hereunder by either party to
the other shall be in writing and delivered in person or by courier,
telecopied by facsimile transmission (provided that confirmation is
received by the sender) or mailed by certified mail, postage prepaid,
return receipt requested (such mailed notice to be effective on the
date such receipt is acknowledged), as follows:
If to the Company: Warren J. Reardon, III, President
Daniel Green Company
One Main Street
Dolgeville, New York 13329-1398
Telephone: 315-429-3131
Telecopier: 315-429-8424
With a copy to: John B. French, Esquire
Sullivan & Worcester
One Post Office Square
Boston, Massachusetts 02109
Telephone: 617-338-2847
Telecopier: 617-338-2880
If to Buyer: James R. Riedman
Riedman Corporation
45 East Avenue
Rochester, New York 14604
Telephone: 716-232-4424
Telecopier: 716-232-7802
With a copy to: Justin P. Doyle, Esquire
Nixon, Hargrave, Devans & Doyle
Clinton Square
Post Office Box 1051
Rochester, New York 14603-1051
Telephone: 716-263-1359
Telecopier: 716-263-1600
or to such other place and with such other copies as either party may
designate by written notice to the other.
7. No amendment, supplement, modification or waiver of this Agreement
shall be binding unless executed in writing by the party to be bound
thereby.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement by
their duly authorized officers this 26th day of June, 1996.
RIEDMAN CORPORATION
By:_______________________________
Name:_____________________________
Title:____________________________
DANIEL GREEN COMPANY
By:_______________________________
Name:_____________________________
Title:____________________________
F:\DRS\EXEMPTPE.C3:6/25/96
