<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDED AND RESTATED SCHEDULE 13D
(INCORPORATING AMENDMENTS 1 THROUGH 10)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
RIVERSIDE GROUP, INC.
---------------------
(NAME OF ISSUER)
COMMON STOCK, PAR VALUE, $0.10 PER SHARE
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(TITLE OF CLASS OF SECURITIES)
769135 10 4
-----------
(CUSIP NUMBER)
T. MALCOLM GRAHAM, ESQ.
KIRSCHNER, MAIN, PETRIE, GRAHAM, TANNER & DEMONT
ONE INDEPENDENT DRIVE, SUITE 2000
JACKSONVILLE, FLORIDA 32202
(904) 354-4141
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICE AND COMMUNICATIONS)
DECEMBER 1, 1997
----------------
(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
STATEMENT OF RULE 13D-1(B)(3) OR (4), CHECK THE FOLLOWING BOX [ ].
CHECK THE FOLLOWING BOX IF A FEE IS BEING PAID WITH THIS STATEMENT [ ]. (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.)
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 ON THE REMAINDER OF THIS COVER PAGE SHALL NOT BE
DEEMED TO BE "FILED" FOR PURPOSES 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
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SUBJECT TO ALL OTHER PROVISIONS OF THE ACTS (HOWEVER, SEE THE NOTES).
CUSIP NO. 769135 10 4
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1) NAMES OF REPORTING PERSONS/S.S. OR I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS J. STEVEN WILSON ("JSW");
WILSON FINANCIAL CORPORATION ("WFC")
59-2006064
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2) CHECK THE APPROPRIATE ROW IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(A)
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(B)
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3) SEC USE ONLY
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4) SOURCE OF FUNDS (SEE INSTRUCTIONS)
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5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
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6) CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES,
FLORIDA
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NUMBER OF 7) SOLE VOTING POWER JSW: 2,664,804;
SHARES BENE- WFC: 2,543,553
FICIALLY
OWNED BY 8) SHARED VOTING POWER 0
EACH REPORT-
ING PERSON 9) SOLE DISPOSITIVE POWER SAME AS #7
WITH
10) SHARED DISPOSITIVE POWER 0
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2
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON SAME AS #7
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CUSIP NO. 769135 10 4
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12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
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13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
JSW:50.4%; WFC:48.1%
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14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
JSW: IN; WFC: CO
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3
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This Amendment No. 10 to the Statement on Schedule 13D is being filed
pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder. In accordance with Rule
13d-2(c) and Item 101(a)(2) of Regulation S-T, however, as the first Amendment
after mandated electronic filing, this Amendment No. 10 restates and amends the
entire text of the Schedule 13D and the previously filed amendments, other than
the text of the Exhibits previously filed pursuant to Item No. 7.
ITEM 1. SECURITY AND ISSUER.
The title of the class of equity securities to which this Statement
relates is common stock, par value $0.10 per share, ("Common Stock"), issued by
Riverside Group, Inc., a Florida corporation ("Riverside"), the principal
executive offices of which are located at 7800 Belfort Parkway, Jacksonville,
Florida 32256.
ITEM 2. IDENTITY AND BACKGROUND.
The names of the persons filing this Statement are (i) Wilson
Financial Corporation ("Wilson Financial"), a Florida corporation principally
engaged in real estate development and investments, the address of the
principal business and office of which is 7800 Belfort Parkway, Suite 100,
Jacksonville, Florida 32256 and (ii) J. Steven Wilson, an individual and United
States citizen whose business address is 7800 Belfort Parkway, Suite 100,
Jacksonville, Florida 32256, and whose principal occupation is President of
Wilson Financial, Chairman, President and Chief Executive Officer of Riverside
and Chairman and Chief Executive Officer of Wickes Lumber Company ("Wickes").
Mr. Wilson beneficially owns a majority of the outstanding common stock of
Wilson Financial.
The sole executive officer and director of Wilson Financial is Mr.
Wilson. Mr. Wilson is a United States citizen with his business address at 7800
Belfort Parkway, Suite 100, Jacksonville, Florida 32256.
No person listed in this Item 2 was, during the last five years, 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 no such person has been during the
last five years, convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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The amount of funds or other consideration used in the initial
acquisition in 1985 of 913,921 shares of Common Stock to which this Statement
relates was (i) $2,152,951 in cash, (ii) $5,153,617 principal amount of Wilson
Financial promissory notes and (iii) all of the outstanding shares of capital
stock of Tree of Life Distribution Company and American Natural Snacks, Inc.
The financing for the cash used in such acquisition was obtained by Wilson
Financial through a loan made in the ordinary course of business by Southeast
Bank, N.A., secured by 575,000 shares of Common Stock and certain other
collateral. The capital stock used in such acquisition was derived from the
general assets of Tree of Life, Inc.
The amount of funds or other consideration used in the purchase of the
shares on December 23, 1986, to which this Statement relates was $6,537,000 in
cash, $1,037,000 of which was derived from Wilson Financial's general corporate
funds and $5,500,000 of which was obtained through a loan made in the ordinary
course of business by Southeast Bank, N.A., secured by assignment of asset
purchase agreements between a subsidiary of Riverside and Wilson Financial.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the 1985 acquisition of securities of Riverside was to
obtain control of Riverside. Following such acquisition, (i) Raymond K. Mason
resigned as Chairman of the Board of Riverside, (ii) Marcy M. Moody resigned as
a Director and as President and Chief Executive Officer of Riverside, (iii) Dr.
William C. Ruffin resigned as Director of Riverside, (iv) Mr. Wilson, Edward M.
Carey and John D. Gwynn were elected as Directors of Riverside and (v) Mr.
Wilson was elected Chairman of the Board, President and Chief Executive Officer
of Riverside.
Pursuant to a Stock Purchase Agreement dated September 10, 1986,
Riverside agreed to acquire all of the outstanding shares of capital stock of
The Dependable Insurance Group, Inc. of America ("Dependable") from Champion
International Corporation.
Pursuant to a Stock Purchase Agreement dated as of September 3, 1986,
Wilson Financial agreed, subject to the acquisition by Riverside of Dependable,
to purchase from Riverside a minimum of 717,125 and a maximum of 817,125
newly-issued shares of Riverside's Common Stock at a price of $8.00 per share,
$850,000 to be paid in cash and the balance by a four-year promissory note
bearing interest at the prime rate plus one percentage point. This promissory
note was secured by collateral reasonably acceptable to Riverside with a value
at least equal to the note's principal amount. The note also provided that
Wilson Financial may at its option pay the note in cash or by transfer of
collateral valued at its value at the time of payment, provided Wilson
Financial agreed
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to repurchase such collateral at such value for cash within one year after such
payment.
In connection with this acquisition, a subsidiary of Riverside agreed
to purchase certain assets from Wilson Financial for approximately $5.7 million
in cash and the assumption of approximately $2.2 million in related debt,
subject to an agreement of Wilson Financial to repurchase these assets under
certain circumstances. Subsequently, Riverside purchased from Wilson Financial
for $460,000 in cash all of the capital stock of a life insurance company.
On December 31, 1991, Riverside acquired certain assets (the "Assets")
from Wilson Financial and Mr. Wilson in exchange for the issuance of 70,000
shares of Riverside's Series C Preferred Stock with an aggregate liquidation
preference of $7 million and the forgiveness of a $400,000 obligation of Wilson
Financial to Riverside. The Series C Preferred Stock (i) carried an initial 1%
per year cumulative dividend, which escalates 1% per year through 1996 and
becomes 10% thereafter, (ii) was subject to $1,400,000 minimum annual
redemption at the end of 1996 through 2000 and (iii) possessed an aggregate of
3,500,000 votes in all matters brought before shareholders. Pursuant to a
Retransfer Agreement dated December 30, 1991, among Riverside, Mr. Wilson and
Wilson Financial, at the end of 1996 Riverside had the right to repurchase the
Series C Preferred Stock with an amount of cash equal to the proceeds realized
by Riverside from the Assets and a note the payments on which are tied to
future cash realizations. Effective April 20, 1994, Riverside consummated a
Plan of Recapitalization which retired its Series C Preferred Stock in exchange
for approximately $1,280,000 in cash and 195,851 newly issued shares of
Riverside's Common Stock, par value $.10 per share. All shares of the Company's
Series C Preferred Stock were held by Mr. Wilson and Wilson Financial
Corporation.
On February 11, 1993, Wilson Financial sold 111,934 shares of Common
Stock to Riverside pursuant to the Stock Purchase Agreement between Wilson
Financial and Riverside dated June 8, 1992.
Wilson Financial, together with one or more of Riverside's directors,
began in February 1994 to engage in a program anticipated to increase the
availability of Common Stock in the market and thereby enhance the trading
market for Common Stock. Under this program, Wilson Financial and the others
participating in the program were to sell from time to time in open-market
transactions, depending upon market conditions and other factors, up to 200,000
shares of Common Stock. These sales of shares effected under this program were
effected under Rule 144.
Pursuant to a Stock Purchase Agreement dated September 30, 1994,
Wilson Financial sold 40,000 shares of Common Stock to Riverside for $6.4375
per share on September 30, 1994.
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Pursuant to a Stock Purchase Agreement dated as of November 23, 1994,
Wilson Financial sold 15,000 shares of Common Stock to Riverside for $6.75 per
share on November 23, 1994.
Pursuant to Advance Agreements dated as of February 28, 1995, as of
April 30, 1995 and as of June 1, 1995, Wilson Financial sold 150,680 shares of
Common Stock to Riverside for $6.0944 per share effective June 30, 1995.
Pursuant to a Stock Purchase Agreement dated as of October 2, 1995,
Wilson Financial sold 23,000 shares of Common Stock to Riverside for $5.4445
per share on October 2, 1995.
Pursuant to a Stock Purchase Agreement dated as of November 1, 1995,
Wilson Financial sold 27,778 shares of Common Stock to Riverside for $4.50 per
share on November 1, 1995.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
On August 21, 1985, pursuant to a Stock Purchase Agreement dated that
date, Wilson Financial purchased 913,321 shares of Common Stock from a group of
Riverside's shareholders, including among others, Mr. Mason, Ms. Moody, and a
corporation controlled by Mr. Mason. The consideration used by Wilson Financial
to purchase such shares had a face value of $8.00 per share and consisted of
(i) $2,152,951 in cash, (ii) a $1,152,200 promissory note of Wilson Financial,
secured by 574,008 shares of Common Stock, issued to St. Joe Paper Company in
exchange for cancellation of indebtedness to St. Joe Paper Company of Ms. Moody
and the corporation controlled by Mr. Mason and (iii) $4,001,417 principal
amount of Wilson Financial's promissory notes to the sellers of such shares,
secured by a pledge of 570,372 shares of Common Stock and a second lien on the
shares of Common Stock pledged by Wilson Financial to St. Joe Paper Company.
Following the purchase by Wilson Financial described above, Riverside
acquired from Tree of Life, Inc. on August 21, 1985, all of the outstanding
capital stock of Tree of Life Distribution Company and American Natural Snacks,
Inc., two former subsidiaries of Tree of Life, Inc. engaged in the distribution
of health food products, in exchange for 956,000 newly-issued shares of Common
Stock and 55,800 shares of Riverside's newly-created Series B Convertible
Preferred Stock with an aggregate liquidation preference of $5.5 million.
Subsequent to this transaction, Tree of Life, Inc. transferred to Wilson
Financial by dividend 231,059 shares of Common Stock.
In addition, a five year consulting agreement dated August 21, 1985,
was entered into between Riverside and the corporation controlled by Mr. Mason.
Pursuant to the agreement such corporation received payments of $125,000 per
year for services
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required by the agreement.
On December 12, 1985, Wilson Financial Corporation sold 54,500 shares
or approximately two percent (2%) of Riverside's outstanding Common Stock to W.
Ryland Dooley, III for a total purchase price of $10, or less than $.01 per
share, in cash.
On December 11, 1985, Tree of Life, Inc. was dissolved and its 724,941
shares of Riverside Common Stock and 55,000 shares of Riverside's Series B
Convertible Preferred Stock were dividended to Wilson Financial Corporation.
On December 12, 1985, Riverside redeemed 55,000 shares of Series B
Convertible Preferred Stock for its aggregate liquidation preference of $5.5
million plus accrued dividends in accordance with its terms.
On December 4, 1985, Stuart G. Evans and Suzanne T. Gilstrap, (who
were then officers of Riverside), acquired an option to purchase 20,000 shares
each of Common Stock at $5.00 per share pursuant to the Riverside Incentive
Stock Option Plan ("the Plan").
In addition, pursuant to a letter from J. Steven Wilson dated December
16, 1985 ("the Option Letter") effective December 24, 1985, Ms. Evans and Ms.
Gilstrap received options to buy up to 25,000 shares each of Riverside Common
Stock from Wilson Financial Corporation for approximately $4.50 per share.
Pursuant to letters from J. Steven Wilson dated December 16, 1985
("the Option Letters"), effective June 20, 1986, Wilson Financial sold 37,400
shares or approximately 1.4% of Riverside's outstanding Common Stock to certain
officers and directors of Riverside for $4.50 per share. The consideration
received consisted of (i) $152,460 in cash and (ii) $15,840 in promissory
notes.
Pursuant to a Stock Purchase Agreement dated as of September 3, 1986,
effective December 23, 1986, Wilson Financial purchased from Riverside 817,125
newly-issued shares of Common Stock at a price of $8.00 per share. The
consideration used to purchase such shares consisted of $6,537,000 in cash.
Pursuant to a Stock Purchase Agreement dated February 10, 1993 (the
"February 1993 Stock Purchase Agreement") between Riverside and Wilson
Financial, on February 11, 1993, Wilson Financial sold to Riverside 300,000
shares of Common Stock for a purchase price of $5.00 per share (subject to
possible adjustment upon receipt by Riverside of a fairness opinion from its
financial advisor). $800,000 was paid by Riverside in cash, and the balance was
paid in cash before March 1, 1993.
Pursuant to a Stock Purchase Agreement dated June 8, 1992,
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Wilson Financial sold to Riverside (i) 111,934 shares of Common Stock on
February 11, 1993, for $3.06 in cash per share and (ii) 41,185 shares of Common
Stock on January 3, 1994, for $6.4958 in cash per share.
On March 18, 1993, Wilson Financial sold 61,740 shares of Common Stock
to Mr. Wilson for $5.00 per share.
On February 11 and 14, 1994, Wilson Financial sold, in open-market
transactions, 20,000 and 10,000 shares, respectively, of Common Stock, for
$9.50 in cash per share.
On March 3, 1994 and April 11, 1994, Wilson Financial sold, in open
market transactions, 5,000 shares of Common Stock for $10.25 per share and
5,000 shares of Common Stock for $ 9.125 per share, respectively.
Effective April 20, 1994, Mr. Wilson and Wilson Financial acquired
11,950 and 183,901 shares, respectively, of Common Stock from Riverside
pursuant to the Plan of Recapitalization described in Item 4 above.
On June 30, 1994 and July 13, 1994, Wilson Financial sold, in open
market transactions, 5,000 shares of Common Stock for $ 8.00 per share and
5,000 shares of Common Stock for $ 7.75 per share, respectively.
On August 9, 1994, September 13, 1994 and September 16, 1994, Wilson
Financial sold, in open market transactions, 5,000 shares of Common Stock for
$7.375 per share, 15,000 shares of Common Stock for $6.50 per share, and 10,000
shares for $6.625 per share, respectively.
Effective September 30, 1994, Wilson Financial sold 40,000 shares of
Common Stock to Riverside for $6.4375 per share pursuant to the Stock Purchase
Agreement described in Item 4 above.
On October 17, 1994 and October 28, 1994, Wilson Financial sold, in
open market transactions, 13,000 shares of Common Stock for $ 7.125 per share
and 17,000 shares of Common Stock for $ 7.125 per share, respectively.
Effective November 23, 1994, Wilson Financial sold 15,000 shares of
Common Stock to Riverside for $6.75 per share pursuant to the Stock Purchase
Agreement described in Item 4 above.
On March 7, 1995, March 10, 1995 and March 28, 1995, Wilson Financial
sold, in open market transactions, 10,000 shares of Common Stock for $ 6.125
per share, 7,000 shares of Common Stock for $ 6.125 per share and 10,000 shares
of Common Stock for $ 6.125 per share, respectively.
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On May 11, 1995, May 22, 1995 and May 24, 1995, Wilson Financial sold,
in open market transactions, 10,000 shares of Common Stock for $ 5.75 per
share, 10,000 shares of Common Stock for $ 5.75 per share and 10,000 shares of
Common Stock for $ 5.75 per share, respectively.
On June 13, 1995, Wilson Financial sold, in an open market
transaction, 21,000 shares of Common Stock for $5.75 per share.
Pursuant to a notice of option exercise dated July 31, 1995, Wilson
Financial sold 150,680 shares of Common Stock to Riverside for $6.0944 per
share under the Advance Agreements described in Item 4 above.
On August 8, 1995, Wilson Financial sold, in an open market
transaction, 10,000 shares of Common Stock for $5.625 per share.
Effective October 2, 1995, Wilson Financial sold 23,000 shares of
Common Stock to Riverside for $5.4445 per share pursuant to the Stock Purchase
Agreement described in Item 4 above.
Effective November 1, 1995, Wilson Financial sold 27,778 shares of
Common Stock to Riverside for $4.50 per share pursuant to the Stock Purchase
Agreement described in Item 4 above.
On December 1, 1997, Wilson Financial sold 520,000 shares of Common
Stock to Imagine Investments, Inc. for $3.00 per share pursuant to the letter
agreement described in Item 6 below.
Following the transactions described above, Mr. Wilson directly and
beneficially owns (including those held directly by Wilson Financial and 47,561
shares allocated to Mr. Wilson's account in Riverside's Employee Stock
Ownership Plan) 2,664,804 shares, or approximately 50.4 percent, and Wilson
Financial directly and beneficially owns 2,543,553 shares, or approximately
48.1 percent, of the outstanding shares of Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
In connection with the 1985 acquisition by Wilson Financial of shares
of Common Stock, Wilson Financial agreed to use its good faith efforts to cause
certain individuals to remain Directors of Riverside for periods that have
expired. In addition, in connection with the acquisition by it of Tree of Life
Distribution Company and American Natural Snacks, Inc., Riverside granted
certain registration rights to Wilson Financial with respect to the Common
Stock owned by it and its subsidiaries and the shares of Common Stock into
which Riverside's Series B Convertible Preferred Stock is convertible,
consisting of two registrations upon request and unlimited piggyback
registrations.
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Mr. Wilson, Wilson Financial and Kenneth M. Kirschner have entered
into a Shareholders Agreement dated November 13, 1992, pursuant to which, among
other things, (i) Mr. Kirschner granted Mr. Wilson and Wilson Financial a right
of first refusal with respect to his shares of Common Stock, (ii) Mr. Wilson
and Wilson Financial granted Mr. Kirschner certain "tag-along" rights to
include shares of Common Stock in certain transfers effected by Mr. Wilson and
Wilson Financial and (iii) Mr. Wilson and Wilson Financial agreed to vote for
Mr. Kirschner as a Director of Riverside.
Pursuant to a letter agreement dated as of November 28, 1997 entered
into on December 1, 1997, and related documents, Wilson Financial sold 520,000
shares of Common Stock to Imagine Investments, Inc. ("Imagine"). Pursuant to
this letter agreement, among other things, (i) Wilson Financial assigned to
Imagine his "piggyback" registration rights with respect to the sold shares and
(ii) Mr. Wilson and Wilson Financial granted Imagine certain "tag-along" rights
to include shares of Common Stock in certain transfers effected by Mr. Wilson
and Wilson Financial.
Wilson Financial has pledged 130,542 shares of Common Stock to secure
a loan from an individual. In addition, Wilson Financial has pledged 2,424,961
shares of Common Stock to secure a loan from First National Bank of Boston.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Attached as exhibits hereto are the following:
<TABLE>
<CAPTION>
Exhibit Description
- ------- -----------
<S> <C>
A Form of promissory notes, dated August 21, 1985, of
Wilson Financial to the Sellers under the Stock
Purchase Agreement
B Stock Purchase Agreement, dated August 21, 1985,
between Wilson Financial and the Sellers, without
exhibits thereto
C Pledge Agreement, dated August 21, 1985, for
the benefit of the Sellers
D Letter Agreement dated August 21, 1985,
amending the Stock Purchase Agreement
E Consulting Agreement, dated August 21, 1985,
between Riverside and Rebuilding Service, Inc.
F Loan Agreement, dated August 21, 1985, between
Wilson Financial and Southeast Bank, N.A.
</TABLE>
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<TABLE>
<S> <C>
G Pledge Agreement, dated August 21, 1985,
between Wilson Financial and Southeast Bank,
N.A.
H Promissory Note, dated August 21, 1985, of Wilson
Financial to Southeast Bank, N.A.
I Pledge Agreement, dated August 21, 1985, between
Wilson Financial and Barnett Bank of Jacksonville,
N.A.
J Letter, dated August 21, 1985, from Wilson
Financial to Varina M. Steuert
K Acquisition Agreement, dated August 21, 1985,
between Wilson Financial and Riverside without
exhibits thereto
L Registration Rights Agreement, dated August
21, 1985, between Wilson Financial and
Riverside
M Prepayment and Stakeholder's Agreement, dated
August 21, 1985, between Wilson Financial and
St. Joe Paper Company, without exhibits
thereto
N Promissory Note, dated August 21, 1985, of
Wilson Financial to St. Joe Paper Company
O Pledge Agreement, dated August 21, 1985, of
Wilson Financial to St. Joe Paper Company
P Stock Purchase Agreement dated December 12,
1985, between Wilson Financial Corporation and
W. Ryland Dooley, III
Q Exhibit H Revolving Promissory Note to
Schedule 13D dated August 21, 1985
R Riverside Incentive Stock Option Plan
S Form of letter from J. Steven Wilson to certain
officers and directors granting option to buy shares
of Riverside Common Stock from Wilson Financial
Corporation
T Stock Purchase Agreement dated as of September
3, 1986, between Riverside Group, Inc., Wilson
Financial Corporation and Kenneth M. Kirschner
U Security Agreement dated December 23, 1986,
</TABLE>
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<TABLE>
<S> <C>
between Wilson Financial, Wilson Land Group,
Inc. and Southeast Bank, N.A.
V Term Promissory Note dated December 23, 1986,
between Wilson Financial, Wilson Land Group,
Inc. and Southeast Bank, N.A.
W Asset Purchase Agreement dated December 23,
1986, between Wilson Financial, Wilson Land
Group, Inc. and Dependable Insurance Company,
Inc.
X Purchase and Sale Agreement (Kress Building)
dated December 23, 1986, between Wilson Land
Group, Inc. and Dependable Insurance Company,
Inc.
Y Purchase and Sale Agreement (Mobil Parking
Lot) dated December 23, 1986, between Wilson
Land Group, Inc. and Dependable Insurance
Company, Inc.
Z Agreement for Repurchase of Assets dated December
23, 1986, between Wilson Financial and Dependable
Insurance Company, Inc.
AA Exchange Agreement dated December 30, 1991,
among Riverside, J. Steven Wilson and Wilson
Financial
BB Retransfer Agreement dated December 30, 1991,
among Riverside, J. Steven Wilson and Wilson
Financial
CC Redemption Agreement dated December 31, 1991,
among Riverside, J. Steven Wilson and Wilson
Financial
DD Stock Purchase Agreement dated May 1, 1992,
between Wilson Financial and Riverside
EE Stock Purchase Agreement dated February 10,
1993, between Wilson Financial and Riverside
Group, Inc.
FF Plan of Recapitalization dated April 20, 1994,
between Riverside, Wilson Financial and J.
Steven Wilson
GG Stock Purchase Agreement dated September 30,
1994, between Riverside and Wilson Financial
</TABLE>
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<TABLE>
<S> <C>
HH* Stock Purchase Agreement dated as of November
23, 1994, between Riverside and Wilson
Financial
II* Advance Agreements dated as of February 28, 1995, as
of April 30, 1995 and as of June 1, 1995 between
Riverside and Wilson Financial
JJ* Notice of Option Exercise dated July 31,
1995, by Riverside to Wilson Financial
KK* Stock Purchase Agreement dated as of
October 2, 1995, between Riverside and
Wilson Financial
LL* Stock Purchase Agreement dated as of
November 1, 1995, between Riverside and
Wilson Financial
MM* Shareholders Agreement dated November 13, 1992
among J. Steven Wilson, Wilson Financial
Corporation and Kenneth M. Kirschner.
NN* Letter Agreement dated November 28, 1997 among J.
Steven Wilson, Wilson Financial Corporation and
Imagine Investments, Inc.
</TABLE>
- -------------------
* Filed herewith.
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.
Date: December 10, 1997 /s/ J. Steven Wilson
----------------------------------
J. Steven Wilson, Individually
Date: December 10, 1997 WILSON FINANCIAL CORPORATION
By:/s/ J. Steven Wilson
-------------------------------
J. Steven Wilson, President
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Exhibit HH
Amended and Restated
Statement on Schedule 13D
Stock Purchase Agreement
THIS STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of November
23, 1994, among Riverside Group, Inc., a Florida corporation ("Purchaser"), and
Wilson Financial Corporation, a Florida corporation ("Seller"),
W I T N E S S E T H:
WHEREAS, on the terms and conditions hereinafter set forth, Seller
desires to sell to Purchaser 15,000 shares (the "Shares") of the common stock
of Purchaser, par value $0.10 per share ("Common Stock"), and Purchaser desires
to purchase the Shares from Seller, in exchange for their Fair Market Value (as
defined below), to be paid in immediately available funds.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and for other good and valuable consideration hereinafter set forth,
the parties hereto agree as follows:
ARTICLE I
Purchase and Sale
Section 1.01. Purchase and Sale of Shares.
(a) On the terms and subject to the conditions of this Agreement,
Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from
Seller, the Shares in exchange for a purchase price per share equal to Fair
Market Value.
(b) For purposes of this Agreement, "Fair Market Value" means the
lower of (i) the last sale price per share of Common Stock in the NASDAQ
National Market System on the last day prior to the date hereof on which Common
Stock traded and (ii) the average of the last sale prices per share of Common
Stock on the NASDAQ National Market System on each of the twenty trading days
immediately prior to the date hereof (ignoring any day on which Common Stock
did not trade).
Section 1.02 Closing. If this Agreement shall not have been
terminated pursuant to Section 6.03 hereof, the purchase and sale contemplated
hereby shall take place at a closing (the "Closing") to be held at such time
and place as the parties hereto may agree (the "Closing Date"). At the Closing,
Seller will deliver to Purchaser (a) certificates representing the Shares, duly
endorsed for transfer, with all transfer and other taxes paid, free and
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<PAGE> 16
clear of all liens and encumbrances and (b) such other certificates, opinions
and documents as Purchaser may reasonably request. At the Closing, Purchaser
shall deliver to Seller (x) the purchase price in immediately available funds
and (y) such other certificates, opinions and documents as Seller may
reasonably request.
ARTICLE II
Representations and Warranties of Seller
Seller hereby makes the following representations and warranties to
Purchaser:
Section 2.01 Organization, Power, etc. Seller is a corporation duly
incorporated, validly existing and in good standing under the laws of the State
of Florida and has all requisite power and authority to execute, deliver and
perform its obligations under this Agreement. The execution, delivery and
performance of this Agreement by Seller have been duly authorized by all
requisite corporate action on behalf of Seller, and no other corporate action
is required for such execution, delivery and performance. The agreements of
Seller contained herein constitute valid and legally binding obligations of
Seller enforceable in accordance with their respective terms.
Section 2.02 Conflicts. The execution and delivery of this Agreement
by Seller and the consummation of the transactions contemplated hereby in
accordance with the terms hereof, will not violate any existing provision of
any law or violate any existing term or provision of any order, writ, judgment,
injunction or decree of any court or any other governmental department,
commission, board, bureau, agency or instrumentality applicable to Seller or
conflict with or result in a breach of any of the terms, conditions, or
provisions of the Articles of Incorporation, Bylaws or other organizational
documents of Seller or any agreement, instrument or right to which Seller is a
party or by which any of its assets are bound, or constitute an event that
might permit an early termination of or acceleration under any document or
instrument applicable to, or binding on, Seller or any of its assets, or
otherwise adversely affect Seller.
Section 2.03 The Shares. The Shares will be delivered to Purchaser
at the Closing free and clear of all liens, charges, security interests and
other encumbrances and of claims or possible claims of any corporation, person
or firm.
Section 2.04 Consents. The execution and delivery of this Agreement
by Seller and the performance of its obligations hereunder do not require any
consent or approval of, or action or filing with, or notice to, any corporation
or any person, firm or governmental department, commission, board, bureau,
agency or
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instrumentality, other than routine securities filings.
ARTICLE III
Representations and Warranties of Purchaser
Purchaser hereby makes the following representations and warranties to
Seller:
Section 3.01 Organization, Power, etc. Purchaser is a corporation
duly incorporated, validly existing and in good standing under the laws of the
State of Florida and has all requisite power and authority to execute, deliver
and perform this Agreement. The execution, delivery and performance of this
Agreement by Purchaser have been duly authorized by all requisite corporate
action on behalf of Purchaser, and no other corporate action is required for
such execution, delivery and performance. The agreements of Purchaser contained
herein constitute valid and legally binding obligations of Purchaser
enforceable in accordance with their respective terms.
Section 3.02 Conflicts. The execution and delivery of this Agreement
by Purchaser and the consummation of the transactions contemplated hereby in
accordance with the terms hereof, will not violate any existing provision of
any law or violate any existing term or provision of any order, writ, judgment,
injunction or decree of any court or any other governmental department,
commission, board, bureau, agency or instrumentality applicable to Purchaser or
conflict with or result in a breach of any of the terms, conditions, or
provisions of the Articles of Incorporation, Bylaws or other organizational
documents of Purchaser or any agreement, instrument or right to which it is a
party or by which any of its assets are bound, or constitute an event that
might permit an early termination of or acceleration under any document or
instrument applicable, or binding on, Purchaser or any of its assets, or
otherwise adversely affect Purchaser.
Section 3.03 Consents. The execution and delivery of this Agreement
by Purchaser and the performance of its obligations hereunder do not require
any consent or approval of, or action or filing with, or notice to, any
corporation or any person, firm or governmental department, commission, board,
bureau, agency or instrumentality, other than routine securities filings.
ARTICLE IV
Conditions Precedent
The obligation of each of Purchaser and Seller to consummate the
transactions contemplated by this Agreement is subject to satisfaction, or
waiver by them, at or prior to the Closing, of
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each of the following conditions precedent:
Section 4.01 Performance of Agreements. The other party hereto shall
have performed and complied with all of its agreements, covenants and
obligations hereunder.
Section 4.02 Representations True. All of the representations and
warranties made by the other party hereunder shall be true and accurate as of
the Closing Date with the same force and effect as though made on and as of the
Closing Date.
Section 4.03 Corporate Approvals. All corporate action, if any,
necessary to authorize the execution, delivery and performance by the other
parties of this Agreement and the transactions contemplated hereby shall have
been duly and validly taken.
Section 4.04 Proceedings and Documents. All proceedings taken in
connection with the transactions contemplated hereby and all documents incident
to such transactions shall be reasonably satisfactory in form and substance to
the party and its counsel; the party shall have received all documents that it
and its counsel may have reasonably requested in connection with such
transaction, in form and substance satisfactory to the party.
ARTICLE V
Survival of Representations and
Warranties; Indemnification
Section 5.01 Survival. All representations and warranties contained
in this Agreement or any certificate, exhibit, financial statement or other
document or instrument furnished pursuant to the express terms of this
Agreement to Purchaser by or on behalf of Seller or to Seller by or on behalf
of Purchaser, in connection with the transactions contemplated hereby shall
survive any investigation made at any time with respect to any of the foregoing
and shall survive the execution, delivery and performance of this Agreement.
All certificates, exhibits, financial statements or other documents or
instruments furnished to the parties hereto pursuant to this Agreement by or on
behalf of another party hereto shall constitute representations and warranties
hereunder.
Section 5.02 Indemnification. Purchaser agrees to indemnify and hold
harmless Seller, and Seller agrees to indemnify and hold harmless Purchaser,
against, and in respect of, liabilities, losses, claims, costs or damages
(including attorneys' fees incurred in connection with any of the foregoing)
resulting from or arising out of (i) any breach of any representation or
warranty made by them and (ii) any failure to perform any of their obligations
or agreements hereunder.
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<PAGE> 19
ARTICLE VI
Miscellaneous
Section 6.01 Expenses. Each of the parties to this Agreement shall
pay its own expenses in connection with the transactions contemplated hereby.
Section 6.02 Brokers. The parties hereto each represent to the other
that no broker was involved in the transactions contemplated hereby and that
there is no obligation for any sales commission due to any party.
Section 6.03 Termination. This Agreement may be terminated as to
all parties and the transactions contemplated hereby abandoned at any time
prior to the Closing by:
(a) the mutual consent of the parties; or
(b) either party at any time after December 15, 1994.
Section 6.04 Manner and Effect of Termination. The power of
termination provided for by Section 6.03 hereof will be effective only after
notice is given in writing and signed on behalf of the party for whom it is
given, by its President or any Vice President. If this Agreement is terminated
it shall no longer be of any force or effect and there shall be no further
liability on the part of any party in respect of the subject matter hereof,
except for a breach of any covenant or obligation hereunder.
Section 6.05 Waiver. The terms and provisions of this Agreement may
be waived at any time by the party which is entitled to the benefit thereof,
but only by a written instrument executed by the party waiving compliance.
Section 6.06 Amendment, etc. Anything herein or elsewhere to the
contrary notwithstanding, to the extent permitted by law this Agreement may be
amended or supplemented at any time, but only by a written instrument executed
by the parties hereto.
Section 6.07 Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given if delivered or
mailed first class postage prepaid, to the parties at the following address (or
at such other address for a party as shall be specified by like notice):
If to Purchaser:
Riverside Group, Inc.
7800 Belfort Parkway
Suite 100
Jacksonville, Florida 32256
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<PAGE> 20
If to Seller, to:
Wilson Financial Corporation
7800 Belfort Parkway, Suite 100
Jacksonville, Florida 32256
Section 6.08 Miscellaneous. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. This Agreement
supersedes all prior negotiations and agreements (written or oral) among the
parties with respect to the subject matter covered hereby and constitutes the
entire understanding among the parties hereto. This Agreement shall inure to
the benefit of and be binding upon the parties named herein and their
respective successors. This Agreement may not be assigned, and nothing in this
Agreement, express or implied, is intended to confer upon any other person, any
rights or remedies under or by reason of this Agreement. The section headings
contained in this Agreement are for convenience only and shall not control or
affect the meaning or construction of any of the provisions of this Agreement.
This Agreement shall be construed and enforced in accordance with the laws of
the State of Florida.
IN WITNESS WHEREOF, each of the parties hereto has, as appropriate,
either executed this Agreement or caused this Agreement to be executed on its
behalf, by an officer thereunto duly authorized, all as of the date first above
written.
RIVERSIDE GROUP, INC.
By
------------------------------------
WILSON FINANCIAL CORPORATION
By
-----------------------------------
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<PAGE> 21
Exhibit II to
Amended and Restated
Statement on Schedule 13D
Agreement
THIS AGREEMENT is entered into as of February 28, 1995, between Wilson
Financial Corporation, a Florida corporation ("WFC"), and Riverside Group,
Inc., a Florida corporation ("RGI").
In consideration of the mutual covenants herein contained and for
other good and valuable consideration hereinafter set forth, the parties hereto
agree as follows:
The Advance
On the date hereof, RGI shall advance to WFC, or at its direction, the
sum of $315,000, which WFC agrees to repay upon demand by RGI, with interest
from the date hereof at a floating rate equal to the Base Rate plus two and
one-half percentage points (2.5%). As used herein, the term "Base Rate" means
the rate per annum announced from time to time by The First National Bank of
Boston at its head office as its Base Rate.
The Option
WFC hereby grants to RGI the option (the "Option") to acquire up to
the number of shares determined as below described (the "Option Shares") of
RGI's common stock, $.10 par value per share ("RGI Stock"), at an exercise
price of $6.31 per share, payable in cash or by forgiveness of an equivalent
amount of the Advance and related interest. The number of the Option Shares at
any given time shall be equal to (i) the aggregate unrepaid amount of the
Advance and related interest at the time, divided by (ii) the exercise price.
The Option may be exercised in whole or in part and from time to time by notice
given by RGI to WFC at any time after the date hereof and before all of the
Advance and related interest shall have been repaid by WFC.
Discretion to Sell RGI Stock on WFC's Behalf
WFC agrees to deliver to RGI possession of stock certificates
representing at least the number of shares of RGI Stock that, when multiplied
times the lower of the publicly-traded price per share of RGI Stock or the
exercise price of the Option, shall equal or exceed the aggregate unpaid amount
of the Advance and related interest. WFC hereby grants RGI irrevocable
authority to effect
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<PAGE> 22
the sale thereof on WFC's behalf at such time, at such prices and on such terms
as RGI shall determine in its sole discretion and to apply the proceeds against
the Advance. In furtherance of the foregoing, WFC shall constitute RGI and its
designees as WFC's attorneys-in-fact to sign all such documents and to take all
such actions as they may deem appropriate, and WFC shall itself take all such
actions and sign such documents as RGI may request.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed on its behalf by an officer thereunto duly authorized,
all as of the date first above written.
RIVERSIDE GROUP, INC.
By
--------------------------------
WILSON FINANCIAL
CORPORATION
By
--------------------------------
23
<PAGE> 23
Exhibit II to
Amended and Restated
Statement on Schedule 13D
Agreement
THIS AGREEMENT is entered into as of April 30, 1995 between Wilson
Financial Corporation, a Florida corporation ("WFC"), and Riverside Group,
Inc., a Florida corporation ("RGI").
In consideration of the mutual covenants herein contained and for
other good and valuable consideration hereinafter set forth, the parties hereto
agree as follows:
The Advance
On the date hereof, RGI shall advance to WFC, or at its direction, the
sum of $85,000, which WFC agrees to repay upon demand by RGI, with interest
from the date hereof at a floating rate equal to the Base Rate plus two and
one-half percentage points (2.5%). As used herein, the term "Base Rate" means
the rate per annum announced from time to time by The First National Bank of
Boston at its head office as its Base Rate.
The Option
WFC hereby grants to RGI the option (the "Option") to acquire up to
the number of shares determined as below described (the "Option Shares") of
RGI's common stock, $.10 par value per share ("RGI Stock"), at an exercise
price of $5.875 per share, payable in cash or by forgiveness of an equivalent
amount of the Advance and related interest. The number of the Option Shares at
any given time shall be equal to (i) the aggregate unrepaid amount of the
Advance and related interest at the time, divided by (ii) the exercise price.
The Option may be exercised in whole or in part and from time to time by notice
given by RGI to WFC at any time after the date hereof and before all of the
Advance and related interest shall have been repaid by WFC.
Discretion to Sell RGI Stock on WFC's Behalf
WFC agrees to deliver to RGI possession of stock certificates
representing at least the number of shares of RGI Stock that, when multiplied
times the lower of the publicly-traded price per share of RGI Stock or the
exercise price of the Option, shall equal or exceed the aggregate unpaid amount
of the Advance and related interest. WFC hereby grants RGI irrevocable
authority to effect the sale thereof on WFC's behalf at such time, at such
prices and
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<PAGE> 24
on such terms as RGI shall determine in its sole discretion and to apply the
proceeds against the Advance. In furtherance of the foregoing, WFC shall
constitute RGI and its designees as WFC's attorneys-in-fact to sign all such
documents and to take all such actions as they may deem appropriate, and WFC
shall itself take all such actions and sign such documents as RGI may request.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed on its behalf by an officer thereunto duly authorized,
all as of the date first above written.
RIVERSIDE GROUP, INC.
By
---------------------------------------
WILSON FINANCIAL
CORPORATION
By
---------------------------------------
25
<PAGE> 25
Exhibit II to
Amended and Restated
Statement Schedule 13D
Agreement
THIS AGREEMENT is entered into as of June 1, 1995 between Wilson
Financial Corporation, a Florida corporation ("WFC"), and Riverside Group,
Inc., a Florida corporation ("RGI").
In consideration of the mutual covenants herein contained and for
other good and valuable consideration hereinafter set forth, the parties hereto
agree as follows:
The Advance
On the date hereof, RGI shall advance to WFC, or at its direction, up
to the sum of $500,000, which WFC agrees to repay upon demand by RGI, with
interest from the date hereof at a floating rate equal to the Base Rate plus
two and one-half percentage points (2.5%). As used herein, the term "Base Rate"
means the rate per annum announced from time to time by The First National Bank
of Boston at its head office as its Base Rate.
The Option
WFC hereby grants to RGI the option (the "Option") to acquire up to
the number of shares determined as below described (the "Option Shares") of
RGI's common stock, $.10 par value per share ("RGI Stock"), at an exercise
price of $6.00 per share, payable in cash or by forgiveness of an equivalent
amount of the Advance and related interest. The number of the Option Shares at
any given time shall be equal to (i) the aggregate unrepaid amount of the
Advance and related interest at the time, divided by (ii) the exercise price.
The Option may be exercised in whole or in part and from time to time by notice
given by RGI to WFC at any time after the date hereof and before all of the
Advance and related interest shall have been repaid by WFC.
Discretion to Sell RGI Stock on WFC's Behalf
WFC agrees to deliver to RGI possession of stock certificates
representing at least the number of shares of RGI Stock that, when multiplied
times the lower of the publicly-traded price per share of RGI Stock or the
exercise price of the Option, shall equal or exceed the aggregate unpaid amount
of the Advance and related interest. WFC hereby grants RGI irrevocable
authority to effect
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<PAGE> 26
the sale thereof on WFC's behalf at such time, at such prices and on such terms
as RGI shall determine in its sole discretion and to apply the proceeds against
the Advance. In furtherance of the foregoing, WFC shall constitute RGI and its
designees as WFC's attorneys-in-fact to sign all such documents and to take all
such actions as they may deem appropriate, and WFC shall itself take all such
actions and sign such documents as RGI may request.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed on its behalf by an officer thereunto duly authorized,
all as of the date first above written.
RIVERSIDE GROUP, INC.
By
-----------------------------------
WILSON FINANCIAL
CORPORATION
By
-----------------------------------
27
<PAGE> 27
Exhibit JJ to
Amended and Restated
Statement on Schedule 13D
NOTICE OF OPTION EXERCISE
Riverside Group, Inc. ("Riverside") at Wilson Financial Corporation
("WFC") are parties to those certain Advance Agreements dated February 28,
April 30 and June 1, 1995 (the "Advance Agreements:). Under the Advance
Agreements, WFC has given riverside options (the "Options") to acquire the
number of shares of Riverside's common stock, $.10 par value per share ("Common
Stock"), in accordance with the terms thereof.
Riverside hereby gives notice to WFC that, effective as of June 30,
1995, it exercises the Options to acquire the maximum number of shares of
common Stock acquirable thereunder.
Date: July 31, 1995
RIVERSIDE GROUP, INC.
By
--------------------------
28
<PAGE> 28
Exhibit KK to
Amended and Restated
Statement on Schedule 13D
Stock Purchase Agreement
THIS STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of October
2, 1995, among Riverside Group, Inc., a Florida corporation ("Purchaser"), and
Wilson Financial Corporation, a Florida corporation ("Seller"),
W I T N E S S E T H:
WHEREAS, on the terms and conditions hereinafter set forth, Seller
desires to sell to Purchaser 23,000 shares (the "Shares") of the common stock
of Purchaser, par value $0.10 per share ("Common Stock"), and Purchaser desires
to purchase the Shares from Seller, in exchange for an aggregate of
$125,223.50, to be paid in immediately available funds.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and for other good and valuable consideration hereinafter set forth,
the parties hereto agree as follows:
ARTICLE I
Purchase and Sale
Section 1.01. Purchase and Sale of Shares.
On the terms and subject to the conditions of this Agreement, Seller
agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller, the
Shares in exchange for a purchase price equal to an aggregate of $125,223.50,
which has been determined by multiplying "Fair Market Value" (as hereinafter
defined) by the number of the Shares. For purposes of this Agreement, "Fair
Market Value" means the lower of (i) the last sale price per share of Common
Stock on the NASDAQ National Market System on the last day prior to the date
hereof on which Common Stock traded and (ii) the average of the last sale
prices per share of Common Stock on the NASDAQ National Market System on each
of the twenty trading days immediately prior to the date hereof (ignoring any
day on which Common Stock did not trade).
Section 1.02 Closing. If this Agreement shall not have been
terminated pursuant to Section 6.03 hereof, the purchase and sale contemplated
hereby shall take place at a closing (the "Closing") to be held at such time
and place as the parties hereto may agree (the "Closing Date"). At the Closing,
Seller will deliver to Purchaser (a) certificates representing the Shares, duly
endorsed for transfer, with all transfer and other taxes paid, free and
29
<PAGE> 29
clear of all liens and encumbrances and (b) such other certificates, opinions
and documents as Purchaser may reasonably request. At the Closing, Purchaser
shall deliver to Seller (x) the purchase price in immediately available funds
and (y) such other certificates, opinions and documents as Seller may
reasonably request.
ARTICLE II
Representations and Warranties of Seller
Seller hereby makes the following representations and warranties to
Purchaser:
Section 2.01 Organization, Power, etc. Seller is a corporation duly
incorporated, validly existing and in good standing under the laws of the State
of Florida and has all requisite power and authority to execute, deliver and
perform its obligations under this Agreement. The execution, delivery and
performance of this Agreement by Seller have been duly authorized by all
requisite corporate action on behalf of Seller, and no other corporate action
is required for such execution, delivery and performance. The agreements of
Seller contained herein constitute valid and legally binding obligations of
Seller enforceable in accordance with their respective terms.
Section 2.02 Conflicts. The execution and delivery of this Agreement
by Seller and the consummation of the transactions contemplated hereby in
accordance with the terms hereof, will not violate any existing provision of
any law or violate any existing term or provision of any order, writ, judgment,
injunction or decree of any court or any other governmental department,
commission, board, bureau, agency or instrumentality applicable to Seller or
conflict with or result in a breach of any of the terms, conditions, or
provisions of the Articles of Incorporation, Bylaws or other organizational
documents of Seller or any agreement, instrument or right to which Seller is a
party or by which any of its assets are bound, or constitute an event that
might permit an early termination of or acceleration under any document or
instrument applicable to, or binding on, Seller or any of its assets, or
otherwise adversely affect Seller.
Section 2.03 The Shares. The Shares will be delivered to Purchaser
at the Closing free and clear of all liens, charges, security interests and
other encumbrances and of claims or possible claims of any corporation, person
or firm.
Section 2.04 Consents. The execution and delivery of this Agreement
by Seller and the performance of its obligations hereunder do not require any
consent or approval of, or action or filing with, or notice to, any corporation
or any person, firm or governmental department, commission, board, bureau,
agency or instrumentality, other than routine securities filings.
30
<PAGE> 30
ARTICLE III
Representations and Warranties of Purchaser
Purchaser hereby makes the following representations and warranties to
Seller:
Section 3.01 Organization, Power, etc. Purchaser is a corporation
duly incorporated, validly existing and in good standing under the laws of the
State of Florida and has all requisite power and authority to execute, deliver
and perform this Agreement. The execution, delivery and performance of this
Agreement by Purchaser have been duly authorized by all requisite corporate
action on behalf of Purchaser, and no other corporate action is required for
such execution, delivery and performance. The agreements of Purchaser contained
herein constitute valid and legally binding obligations of Purchaser
enforceable in accordance with their respective terms.
Section 3.02 Conflicts. The execution and delivery of this Agreement
by Purchaser and the consummation of the transactions contemplated hereby in
accordance with the terms hereof, will not violate any existing provision of
any law or violate any existing term or provision of any order, writ, judgment,
injunction or decree of any court or any other governmental department,
commission, board, bureau, agency or instrumentality applicable to Purchaser or
conflict with or result in a breach of any of the terms, conditions, or
provisions of the Articles of Incorporation, Bylaws or other organizational
documents of Purchaser or any agreement, instrument or right to which it is a
party or by which any of its assets are bound, or constitute an event that
might permit an early termination of or acceleration under any document or
instrument applicable, or binding on, Purchaser or any of its assets, or
otherwise adversely affect Purchaser.
Section 3.03 Consents. The execution and delivery of this Agreement
by Purchaser and the performance of its obligations hereunder do not require
any consent or approval of, or action or filing with, or notice to, any
corporation or any person, firm or governmental department, commission, board,
bureau, agency or instrumentality, other than routine securities filings.
ARTICLE IV
Conditions Precedent
The obligation of each of Purchaser and Seller to consummate the
transactions contemplated by this Agreement is subject to satisfaction, or
waiver by them, at or prior to the Closing, of each of the following conditions
precedent:
Section 4.01 Performance of Agreements. The other party
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<PAGE> 31
hereto shall have performed and complied with all of its agreements, covenants
and obligations hereunder.
Section 4.02 Representations True. All of the representations and
warranties made by the other party hereunder shall be true and accurate as of
the Closing Date with the same force and effect as though made on and as of the
Closing Date.
Section 4.03 Corporate Approvals. All corporate action, if any,
necessary to authorize the execution, delivery and performance by the other
parties of this Agreement and the transactions contemplated hereby shall have
been duly and validly taken.
Section 4.04 Proceedings and Documents. All proceedings taken in
connection with the transactions contemplated hereby and all documents incident
to such transactions shall be reasonably satisfactory in form and substance to
the party and its counsel; the party shall have received all documents that it
and its counsel may have reasonably requested in connection with such
transaction, in form and substance satisfactory to the party.
ARTICLE V
Survival of Representations and
Warranties; Indemnification
Section 5.01 Survival. All representations and warranties contained
in this Agreement or any certificate, exhibit, financial statement or other
document or instrument furnished pursuant to the express terms of this
Agreement to Purchaser by or on behalf of Seller or to Seller by or on behalf
of Purchaser, in connection with the transactions contemplated hereby shall
survive any investigation made at any time with respect to any of the foregoing
and shall survive the execution, delivery and performance of this Agreement.
All certificates, exhibits, financial statements or other documents or
instruments furnished to the parties hereto pursuant to this Agreement by or on
behalf of another party hereto shall constitute representations and warranties
hereunder.
Section 5.02 Indemnification. Purchaser agrees to indemnify and hold
harmless Seller, and Seller agrees to indemnify and hold harmless Purchaser,
against, and in respect of, liabilities, losses, claims, costs or damages
(including attorneys' fees incurred in connection with any of the foregoing)
resulting from or arising out of (i) any breach of any representation or
warranty made by them and (ii) any failure to perform any of their obligations
or agreements hereunder.
ARTICLE VI
Miscellaneous
Section 6.01 Expenses. Each of the parties to this
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<PAGE> 32
Agreement shall pay its own expenses in connection with the transactions
contemplated hereby.
Section 6.02 Brokers. The parties hereto each represent to the other
that no broker was involved in the transactions contemplated hereby and that
there is no obligation for any sales commission due to any party.
Section 6.03 Termination. This Agreement may be terminated as to
all parties and the transactions contemplated hereby abandoned at any time
prior to the Closing by:
(a) the mutual consent of the parties; or
(b) either party at any time after October 30, 1995.
Section 6.04 Manner and Effect of Termination. The power of
termination provided for by Section 6.03 hereof will be effective only after
notice is given in writing and signed on behalf of the party for whom it is
given, by its President or any Vice President. If this Agreement is terminated
it shall no longer be of any force or effect and there shall be no further
liability on the part of any party in respect of the subject matter hereof,
except for a breach of any covenant or obligation hereunder.
Section 6.05 Waiver. The terms and provisions of this Agreement may
be waived at any time by the party which is entitled to the benefit thereof,
but only by a written instrument executed by the party waiving compliance.
Section 6.06 Amendment, etc. Anything herein or elsewhere to the
contrary notwithstanding, to the extent permitted by law this Agreement may be
amended or supplemented at any time, but only by a written instrument executed
by the parties hereto.
Section 6.07 Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given if delivered or
mailed first class postage prepaid, to the parties at the following address (or
at such other address for a party as shall be specified by like notice):
If to Purchaser:
Riverside Group, Inc.
7800 Belfort Parkway
Suite 100
Jacksonville, Florida 32256
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If to Seller, to:
Wilson Financial Corporation
7800 Belfort Parkway, Suite 100
Jacksonville, Florida 32256
Section 6.08 Miscellaneous. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. This Agreement
supersedes all prior negotiations and agreements (written or oral) among the
parties with respect to the subject matter covered hereby and constitutes the
entire understanding among the parties hereto. This Agreement shall inure to
the benefit of and be binding upon the parties named herein and their
respective successors. This Agreement may not be assigned, and nothing in this
Agreement, express or implied, is intended to confer upon any other person, any
rights or remedies under or by reason of this Agreement. The section headings
contained in this Agreement are for convenience only and shall not control or
affect the meaning or construction of any of the provisions of this Agreement.
This Agreement shall be construed and enforced in accordance with the laws of
the State of Florida.
IN WITNESS WHEREOF, each of the parties hereto has, as appropriate,
either executed this Agreement or caused this Agreement to be executed on its
behalf, by an officer thereunto duly authorized, all as of the date first above
written.
RIVERSIDE GROUP, INC.
By
-----------------------------------
WILSON FINANCIAL CORPORATION
By
-----------------------------------
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Exhibit LL to
Amended and Restated
Statement on Schedule 13D
Stock Purchase Agreement
THIS STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of November
1, 1995, among Riverside Group, Inc., a Florida corporation ("Purchaser"), and
Wilson Financial Corporation, a Florida corporation ("Seller"),
W I T N E S S E T H:
WHEREAS, on the terms and conditions hereinafter set forth, Seller
desires to sell to Purchaser 27,778 shares (the "Shares") of the common stock
of Purchaser, par value $0.10 per share ("Common Stock"), and Purchaser desires
to purchase the Shares from Seller, in exchange for an aggregate of
$125,001.00, to be paid in immediately available funds.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and for other good and valuable consideration hereinafter set forth,
the parties hereto agree as follows:
ARTICLE I
Purchase and Sale
Section 1.01. Purchase and Sale of Shares.
On the terms and subject to the conditions of this Agreement, Seller
agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller, the
Shares in exchange for a purchase price equal to an aggregate of $125,001.00,
which has been determined by multiplying "Fair Market Value" (as hereinafter
defined) by the number of the Shares. For purposes of this Agreement, "Fair
Market Value" means the lower of (i) the last sale price per share of Common
Stock on the NASDAQ National Market System on the last day prior to the date
hereof on which Common Stock traded and (ii) the average of the last sale
prices per share of Common Stock on the NASDAQ National Market System on each
of the twenty trading days immediately prior to the date hereof (ignoring any
day on which Common Stock did not trade).
Section 1.02 Closing. If this Agreement shall not have been
terminated pursuant to Section 6.03 hereof, the purchase and sale contemplated
hereby shall take place at a closing (the "Closing") to be held at such time
and place as the parties hereto may agree (the "Closing Date"). At the Closing,
Seller will deliver to Purchaser (a) certificates representing the Shares, duly
endorsed for transfer, with all transfer and other taxes paid, free and
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<PAGE> 35
clear of all liens and encumbrances and (b) such other certificates, opinions
and documents as Purchaser may reasonably request. At the Closing, Purchaser
shall deliver to Seller (x) the purchase price in immediately available funds
and (y) such other certificates, opinions and documents as Seller may
reasonably request.
ARTICLE II
Representations and Warranties of Seller
Seller hereby makes the following representations and warranties to
Purchaser:
Section 2.01 Organization, Power, etc. Seller is a corporation duly
incorporated, validly existing and in good standing under the laws of the State
of Florida and has all requisite power and authority to execute, deliver and
perform its obligations under this Agreement. The execution, delivery and
performance of this Agreement by Seller have been duly authorized by all
requisite corporate action on behalf of Seller, and no other corporate action
is required for such execution, delivery and performance. The agreements of
Seller contained herein constitute valid and legally binding obligations of
Seller enforceable in accordance with their respective terms.
Section 2.02 Conflicts. The execution and delivery of this Agreement
by Seller and the consummation of the transactions contemplated hereby in
accordance with the terms hereof, will not violate any existing provision of
any law or violate any existing term or provision of any order, writ, judgment,
injunction or decree of any court or any other governmental department,
commission, board, bureau, agency or instrumentality applicable to Seller or
conflict with or result in a breach of any of the terms, conditions, or
provisions of the Articles of Incorporation, Bylaws or other organizational
documents of Seller or any agreement, instrument or right to which Seller is a
party or by which any of its assets are bound, or constitute an event that
might permit an early termination of or acceleration under any document or
instrument applicable to, or binding on, Seller or any of its assets, or
otherwise adversely affect Seller.
Section 2.03 The Shares. The Shares will be delivered to Purchaser
at the Closing free and clear of all liens, charges, security interests and
other encumbrances and of claims or possible claims of any corporation, person
or firm.
Section 2.04 Consents. The execution and delivery of this Agreement
by Seller and the performance of its obligations hereunder do not require any
consent or approval of, or action or filing with, or notice to, any corporation
or any person, firm or governmental department, commission, board, bureau,
agency or instrumentality, other than routine securities filings.
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<PAGE> 36
ARTICLE III
Representations and Warranties of Purchaser
Purchaser hereby makes the following representations and warranties to
Seller:
Section 3.01 Organization, Power, etc. Purchaser is a corporation
duly incorporated, validly existing and in good standing under the laws of the
State of Florida and has all requisite power and authority to execute, deliver
and perform this Agreement. The execution, delivery and performance of this
Agreement by Purchaser have been duly authorized by all requisite corporate
action on behalf of Purchaser, and no other corporate action is required for
such execution, delivery and performance. The agreements of Purchaser contained
herein constitute valid and legally binding obligations of Purchaser
enforceable in accordance with their respective terms.
Section 3.02 Conflicts. The execution and delivery of this Agreement
by Purchaser and the consummation of the transactions contemplated hereby in
accordance with the terms hereof, will not violate any existing provision of
any law or violate any existing term or provision of any order, writ, judgment,
injunction or decree of any court or any other governmental department,
commission, board, bureau, agency or instrumentality applicable to Purchaser or
conflict with or result in a breach of any of the terms, conditions, or
provisions of the Articles of Incorporation, Bylaws or other organizational
documents of Purchaser or any agreement, instrument or right to which it is a
party or by which any of its assets are bound, or constitute an event that
might permit an early termination of or acceleration under any document or
instrument applicable, or binding on, Purchaser or any of its assets, or
otherwise adversely affect Purchaser.
Section 3.03 Consents. The execution and delivery of this Agreement
by Purchaser and the performance of its obligations hereunder do not require
any consent or approval of, or action or filing with, or notice to, any
corporation or any person, firm or governmental department, commission, board,
bureau, agency or instrumentality, other than routine securities filings.
ARTICLE IV
Conditions Precedent
The obligation of each of Purchaser and Seller to consummate the
transactions contemplated by this Agreement is subject to satisfaction, or
waiver by them, at or prior to the Closing, of each of the following conditions
precedent:
Section 4.01 Performance of Agreements. The other party
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<PAGE> 37
hereto shall have performed and complied with all of its agreements, covenants
and obligations hereunder.
Section 4.02 Representations True. All of the representations and
warranties made by the other party hereunder shall be true and accurate as of
the Closing Date with the same force and effect as though made on and as of the
Closing Date.
Section 4.03 Corporate Approvals. All corporate action, if any,
necessary to authorize the execution, delivery and performance by the other
parties of this Agreement and the transactions contemplated hereby shall have
been duly and validly taken.
Section 4.04 Proceedings and Documents. All proceedings taken in
connection with the transactions contemplated hereby and all documents incident
to such transactions shall be reasonably satisfactory in form and substance to
the party and its counsel; the party shall have received all documents that it
and its counsel may have reasonably requested in connection with such
transaction, in form and substance satisfactory to the party.
ARTICLE V
Survival of Representations and
Warranties; Indemnification
Section 5.01 Survival. All representations and warranties contained
in this Agreement or any certificate, exhibit, financial statement or other
document or instrument furnished pursuant to the express terms of this
Agreement to Purchaser by or on behalf of Seller or to Seller by or on behalf
of Purchaser, in connection with the transactions contemplated hereby shall
survive any investigation made at any time with respect to any of the foregoing
and shall survive the execution, delivery and performance of this Agreement.
All certificates, exhibits, financial statements or other documents or
instruments furnished to the parties hereto pursuant to this Agreement by or on
behalf of another party hereto shall constitute representations and warranties
hereunder.
Section 5.02 Indemnification. Purchaser agrees to indemnify and hold
harmless Seller, and Seller agrees to indemnify and hold harmless Purchaser,
against, and in respect of, liabilities, losses, claims, costs or damages
(including attorneys' fees incurred in connection with any of the foregoing)
resulting from or arising out of (i) any breach of any representation or
warranty made by them and (ii) any failure to perform any of their obligations
or agreements hereunder.
ARTICLE VI
Miscellaneous
Section 6.01 Expenses. Each of the parties to this
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Agreement shall pay its own expenses in connection with the transactions
contemplated hereby.
Section 6.02 Brokers. The parties hereto each represent to the other
that no broker was involved in the transactions contemplated hereby and that
there is no obligation for any sales commission due to any party.
Section 6.03 Termination. This Agreement may be terminated as to
all parties and the transactions contemplated hereby abandoned at any time
prior to the Closing by:
(a) the mutual consent of the parties; or
(b) either party at any time after November 15, 1995.
Section 6.04 Manner and Effect of Termination. The power of
termination provided for by Section 6.03 hereof will be effective only after
notice is given in writing and signed on behalf of the party for whom it is
given, by its President or any Vice President. If this Agreement is terminated
it shall no longer be of any force or effect and there shall be no further
liability on the part of any party in respect of the subject matter hereof,
except for a breach of any covenant or obligation hereunder.
Section 6.05 Waiver. The terms and provisions of this Agreement may
be waived at any time by the party which is entitled to the benefit thereof,
but only by a written instrument executed by the party waiving compliance.
Section 6.06 Amendment, etc. Anything herein or elsewhere to the
contrary notwithstanding, to the extent permitted by law this Agreement may be
amended or supplemented at any time, but only by a written instrument executed
by the parties hereto.
Section 6.07 Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given if delivered or
mailed first class postage prepaid, to the parties at the following address (or
at such other address for a party as shall be specified by like notice):
If to Purchaser:
Riverside Group, Inc.
7800 Belfort Parkway
Suite 100
Jacksonville, Florida 32256
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If to Seller, to:
Wilson Financial Corporation
7800 Belfort Parkway, Suite 100
Jacksonville, Florida 32256
Section 6.08 Miscellaneous. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. This Agreement
supersedes all prior negotiations and agreements (written or oral) among the
parties with respect to the subject matter covered hereby and constitutes the
entire understanding among the parties hereto. This Agreement shall inure to
the benefit of and be binding upon the parties named herein and their
respective successors. This Agreement may not be assigned, and nothing in this
Agreement, express or implied, is intended to confer upon any other person, any
rights or remedies under or by reason of this Agreement. The section headings
contained in this Agreement are for convenience only and shall not control or
affect the meaning or construction of any of the provisions of this Agreement.
This Agreement shall be construed and enforced in accordance with the laws of
the State of Florida.
IN WITNESS WHEREOF, each of the parties hereto has, as appropriate,
either executed this Agreement or caused this Agreement to be executed on its
behalf, by an officer thereunto duly authorized, all as of the date first above
written.
RIVERSIDE GROUP, INC.
By
--------------------------------
WILSON FINANCIAL CORPORATION
By
--------------------------------
40
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Exhibit MM to
Amended and Restated
Statement on Schedule 13D
SHAREHOLDERS AGREEMENT
THIS SHAREHOLDERS AGREEMENT (this "Agreement") is made November 13,
1992 by and among J. Steven Wilson ("Mr. Wilson"), Wilson Financial
Corporation, a Florida corporation wholly-owned by Mr. Wilson ("WFC"), and
Kenneth M. Kirschner ("Mr. Kirschner") (collectively the "Initial Parties").
Introduction
The Initial Parties desire an agreement concerning the terms and
conditions under which they and certain related parties will hold and vote
their respective voting securities of Riverside Group, Inc. (the
"Corporation").
NOW, THEREFORE, in consideration of the mutual benefits to be derived
from the covenants and agreements herein contained, the parties hereto agree as
follows:
1. Wilson Group Right of First Refusal. During the term of this
Agreement, no member of the Kirschner Group may effect a Transfer (other than a
Permitted Transfer) of Kirschner Group Subject Securities, except for Transfers
to a Third Party in an arm's length sale after having first complied with the
terms of this Section 1.
a. Offer Notice. Prior to any member of the Kirschner Group
effecting such a Transfer, that person shall first give 30 days' prior
notice (the "Offer Notice") to the Wilson Group setting forth the
proposed terms and conditions of such Transfer and the number of
Subject Securities desired to be transferred. The Offer Notice shall
be deemed an offer (an "Offer") by the person giving the notice (the
"Kirschner Transferor") to sell all but not less than all of the
Subject Securities specified in the Offer Notice (the "Offered
Securities") to the members of the Wilson Group on the terms and
conditions set forth in the Offer Notice.
b. Acceptance of Offer. The Offer shall be deemed accepted
only if within 30 days after the Offer Notice, one or more members of
the Wilson Group shall have given notice to the Kirschner Group (such
a notice given within such 30-day period is referred to herein as an
"Acceptance Notice") setting forth the number of Subject Securities
such persons agree to purchase and only if the aggregate number of
Subject
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Securities agreed to be purchased pursuant to all of the Acceptance
Notices equals or exceeds the number of the Offered Securities.
c. Purchase and Sale. Purchase and sale of the Offered
Securities shall take place at a mutually agreeable time and place no
later than 15 days after the latest Acceptance Notice.
d. Allocation. If the aggregate number of Subject Securities
agreed to be purchased in the Acceptance Notices exceeds the number of
Offered Securities, the allocation of the right to purchase the
Offered Securities among the members of the Wilson Group that
submitted Acceptance Notices shall be determined by Mr. Wilson or his
designee, provided that should Mr. Wilson fail or not be able to make
such determination and shall not have designated a person to do so the
right shall be allocated among such persons pro rata to the votes for
directors of the Corporation held by such persons.
e. Transfer Upon Non-Acceptance. The Kirschner Transferor may
effect the Transfer of any or all of the Offered Securities only in
the event that:
(i) the Wilson Group does not timely accept the
Offer,
(ii) such Transfer is effected to a Third Party
on terms no less favorable to the Kirschner Transferor than
those contained in the Offer, and
(iii) such Transfer is effected within 120 days
of the Offer Notice.
Until the Transfer is effected, the Offered Securities shall continue
to be subject to the terms of this Agreement, but upon completion of
such a Transfer the Offered Securities shall cease to be subject to
the terms of this Agreement.
2. Kirschner Group Tag-Along Rights. During the term of this
Agreement, no member of the Wilson Group may effect a Transfer (other than a
Permitted Transfer) of Wilson Group Subject Securities, except for Transfers to
a Third Party in an arm's length sale after having first complied with the
terms of this Section 2.
a. Wilson Transfer Notice. Prior to any member of the Wilson
Group effecting such a Transfer, that person (the "Wilson Transferor")
shall first give 30 days' prior notice (the "Wilson Transfer Notice")
to the Kirschner Group setting forth the proposed terms and conditions
of such Transfer and the number of Subject Securities desired to be
transferred.
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b. Tag-Along Notice. Any member of the Kirschner Group may,
by notice (the "Tag-Along Notice") given within 30 days of the Wilson
Transfer Notice, inform the Wilson Transferor of such person's desire
to effect the disposition of up to such person's Tag-Along Amount of
Subject Securities on the terms and conditions set forth in the Wilson
Transfer Notice.
c. Implementation of Tag-Along. Upon receipt of a Tag-Along
Notice, the Wilson Transferor shall, if it effects the Transfer
described in the Wilson Transfer Notice, acquire or arrange for the
acquisition of the number of Subject Securities set forth in the
Tag-Along Notice on the terms set forth in the Wilson Transfer Notice
at the time such Transfer is effected.
d. Completion of Transfer. Only after the expiration of 30
days from the date of the Wilson Transfer Notice, the Wilson
Transferor may Transfer any or all of the Subject Securities described
in the Wilson Transfer Notice (less any Subject Securities transferred
to a person not a member of the Wilson Group pursuant to the Tag-Along
provisions of Section 2 (c) hereof) to a Third Party on terms no less
favorable to the Wilson Transferor than those contained in the Wilson
Transfer Notice, provided that such Transfer is effected within 120
days of the Wilson Transfer Notice and the Wilson Transferor complies
with the Tag-Along provisions of Section 2(c) hereof. Until the
Transfer is effected, the Subject Securities described in the Wilson
Transfer Notice shall continue to be subject to the terms of this
Agreement, but upon completion of such a Transfer such Subject
Securities shall cease to be subject to the terms of this Agreement.
3. Wilson Group Agreement to Vote for Kirschner Group Director. During
the term of this Agreement, the Wilson Group Subject Securities shall be voted
in a manner best calculated to elect Kenneth M. Kirschner or a person
designated by him (or, in the event that Mr. Kirschner declines, or is unable,
to serve as a director and fails to designate a person to serve in his stead, a
person designated by the holders of a majority of the Kirschner Group Subject
Securities) as a director of the Corporation at all times.
4. Application of this Agreement to Subsequent Transferees. All
Subject Securities that are currently or at any time become Wilson Group
Subject Securities or Kirschner Group Subject Securities (other than Subject
Securities that are transferred to a Third Party in compliance with Section 1
or Section 2 hereof or to a Third Party in a Permitted Transfer other than a
Gift) shall be and remain after any Transfer thereof, subject to the terms and
conditions of this Agreement to the extent permitted by law, and the
transferees of such Subject Securities shall be subject thereto to the same
extent as their transferors, irrespective of whether
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any Transfer is a Permitted Transfer. No Transfer of Subject Securities to
which this Agreement shall continue to apply shall be effective unless and
until the transferee shall execute and deliver to the Wilson Group and the
Kirschner Group an appropriate instrument in which such transferee agrees to be
bound by this Agreement and to observe and comply with the obligations of his
transferor hereunder. Notwithstanding the foregoing, (i) Subject Securities
Transferred from a member of the Kirschner Group to a member of the Wilson
Group, or vice versa, shall cease to be subject to the terms of this Agreement
as Kirschner Group Subject Securities and shall become subject to the terms of
this Agreement as Wilson Group Subject Securities, or vice versa, and (ii)
Subject Securities Transferred to a Third Party in compliance with Section 1 or
Section 2 hereof or to a Third Party in a Permitted Transfer other than a Gift
and subsequently reacquired by a member of the Wilson Group or the Kirschner
Group shall thereupon become Wilson Group Subject Securities or Kirschner Group
Subject Securities, as appropriate.
5. Legend. The parties hereto shall use reasonable efforts to cause
each certificate representing Wilson Group Subject Securities or Kirschner
Group Subject Securities to be imprinted with a legend in substantially the
following form:
THE SECURITIES REPRESENTED BY THIS INSTRUMENT
ARE SUBJECT TO TRANSFER RESTRICTIONS AND OTHER
OBLIGATIONS AS SPECIFIED IN THE SHAREHOLDERS
AGREEMENT DATED NOVEMBER 11, 1992 ORIGINALLY
AMONG J. STEVEN WILSON, WILSON FINANCIAL
CORPORATION AND KENNETH M. KIRSCHNER. A COPY
OF SUCH SHAREHOLDERS AGREEMENT WILL BE
FURNISHED BY RIVERSIDE GROUP, INC. TO THE
HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT
CHARGE.
6. Obligation to Cause Group Members to Become Parties. Mr. Wilson and
WFC and any Wilson Group members that hereafter become parties to this
Agreement shall use their best efforts to cause any Wilson Group member that is
not a party to this Agreement at the time of becoming a beneficial owner of
Subject Securities promptly to become a party to this Agreement by deliveries
to the Kirschner Group a writing signed by such person to such effect. Mr.
Kirschner and any Kirschner Group members that hereafter become a party to this
Agreement shall use their best efforts to cause any Kirschner Group member that
is not a party to this Agreement at the time of becoming a beneficial owner of
Subject Securities promptly to become a party to this Agreement by delivering
to the Kirschner Group a writing signed by such person to such effect.
7. Definitions. The following terms as used herein shall have the
following definitions:
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a. "Fair Market Value" means (i) with respect to any Subject
Security for which there is an established trading market, the average
over the 30 trading days immediately preceding the date of
determination of the last sale price (or, if none, the mean between
the closing bid and asked prices) for such Subject Security in its
primary trading market, (ii) with respect to the Corporation's Series
C Preferred Stock, the fair market value of the consideration received
therefor or otherwise agreed to between the parties concerned, and
(iii) with respect to any other Subject Security, the fair market
value agreed to between the parties concerned.
b. "Gift" means any Transfer, whether voluntary or
involuntary, by gift, testamentary transfer, intestacy or otherwise,
for less than Fair Market Value, other than arm's length sales to a
Third Party, provided that the recipient thereof agrees in writing to
become a party to and be bound by the terms of this Agreement. In the
event of a Gift in which Subject Securities are Transferred for value
but less than Fair Market Value, the Transfer shall be treated as a
Gift of Subject Securities with a Fair Market Value equal to the
excess of Fair Market Value of the Subject Securities Transferred over
the fair market of the consideration received and as a non-Gift
Transfer of the remaining Subject Securities.
c. "Kirschner Group" means (i) Mr. Kirschner, (ii) the
wife or widow of Mr. Kirschner, (iii) lineal descendants of
Mr. Kirschner, and (iv) entities directly or indirectly
controlled by Mr. Kirschner and those persons described in the
immediately preceding clauses (ii) and (iii).
d. "Kirschner Group Subject Securities" means any and all
Subject Securities in which at the time of determination any member of
the Kirschner Group has any direct or indirect beneficial interest
(including without limitation any Subject Securities acquired by
members of the Kirschner Group after the date hereof).
e. "Permitted Transfer" shall mean any of the following:
(i) any pledge, hypothecation or encumbrance to a
lender in a bona fide loan transaction and any Transfer to or
by such lender after default conditions of the pledge
thereof;
(ii) any Transfer (whether or not for consideration)
to a member of the Wilson Group or a member of the Kirschner
Group, so long as the transferee agrees in writing to become
a party to and be bound by the terms of this Agreement;
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(iii) Transfers by members of the Wilson Group in
the aggregate, or by members of the Kirschner Group in the
aggregate, to Third Parties of Subject Securities, together
with Subject Securities Transferred in Permitted Transfers of
the types described in this Section 7(b)(iii) effected within
the three months immediately preceding such Transfer,
possessing (or convertible, exchangeable or exercisable for
Subject Securities possessing) not in excess of one percent
of the votes eligible to be cast for directors at the time of
determination; and
(iv) Gifts.
f. "Subject Securities" means all voting securities of the
Corporation, together with all securities convertible into or
exchangeable for and all warrants, options and other agreements
exercisable for shares of voting securities of the Corporation or its
successor, now issued and outstanding or hereinafter issued and
outstanding.
g. "Tag-Along Amount" shall mean Subject Securities with a
Fair Market Value equal to the product obtained by multiplying the
total consideration to be received in the Transfer described in the
Wilson Transfer Notice by the fraction the numerator of which is the
Fair Market Value of all of the Subject Securities held by the person
giving the Tag-Along Notice and the denominator of which is the
aggregate Fair Market Value of the Subject Securities held by the
Wilson Transferor and the person giving the Tag-Along Notice.
h. "Third Party" means, with respect to a member of the
Wilson Group, a person that is not a member of the Wilson Group, and,
with respect to a member of the Kirschner Group, a person that is not
a member of the Kirschner Group.
i. "Transfer" shall mean any direct or indirect sale, pledge,
encumbrance, gift, bequest, or other transfer or disposition of, any
interest (including without limitation any beneficial interest) in any
of the Subject Securities, whether voluntarily, involuntarily, or by
operation of law, including without limitation the Transfer of any
equity interest (including without limitation any beneficial interest)
in any entity that owns Subject Securities but excluding the
redemption of any redeemable security in accordance with its terms.
j. "Wilson Group" means (i) Mr. Wilson, (ii) the wife or
widow of Mr. Wilson, (iii) lineal descendants of Mr. Wilson,
(iv) the estate of Mr. Wilson, and (v) entities directly or
indirectly controlled by those persons described in the
immediately preceding clauses (i), (ii), (iii) and (iv).
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k. "Wilson Group Subject Securities" means any and all
Subject Securities in which at the time of determination any member of
the Wilson Group has any direct or indirect beneficial interest
(including without limitation any Subject Securities acquired by
members of the Wilson Group after the date hereof).
8. Term of Agreement. The term of this Agreement shall commence
on the date first set above and shall terminate upon the sooner to occur of the
following:
(i) The date on which the Kirschner Group no
longer beneficially owns any Subject
Securities;
(ii) The date on which the Wilson Group no
longer owns any Subject Securities; or
(iii) November 13, 2002.
9. Miscellaneous.
a. Notices. All notices, requests, claims, demands and
other communications hereunder shall be in writing and shall
be given (and shall be deemed to have been duly given if so
given) if delivered in person, by facsimile transmission,
cable, telegram or telex, or when delivered if sent by
registered or certified mail (postage prepaid, return receipt
requested) to the respective parties at the addresses set
forth below:
J. Steven Wilson: 7800 Belfort Parkway, Suite 200
Jacksonville, Florida 32256
Telephone: (904) 281-2200
Fax: (904) 281-0153
Wilson Financial
Corporation: 7800 Belfort Parkway, Suite 200
Jacksonville, Florida 32256
Telephone: (904) 281-2200
Fax: (904) 281-0153
Wilson Group: To Mr. Wilson or such other person
as Mr. Wilson may have designated by
notice to the Kirschner Group
Kenneth M. Kirschner: 10 West Adams Street
Post Office Box 1559
Jacksonville, Florida 32201-1559
(32202 for street address)
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Telephone: (904) 354-4141
Fax: (904) 358-2199
Kirschner Group: To Mr. Kirschner or such other
person as Mr. Kirschner may have
designated by notice to the Wilson
Group.
or to such other address as any party may have furnished to the others
in writing in accordance herewith, except that notices of changes of
address shall only be effective upon receipt.
b. Invalid Provision. The invalidity or
unenforceability of any particular provision of this Agreement shall
not affect other provisions hereof, and this Agreement shall be
construed in all respects as if such invalid, unenforceable provisions
were omitted.
c. Modification. No change or modification of this
Agreement shall be valid unless the same be in writing and signed by
all of the parties hereto.
d. Applicable Law. This Agreement shall be interpreted
and enforced pursuant to the laws of the State of Florida.
e. Arbitration. Any controversy or claim between any
one or more of the parties hereto directly or indirectly arising out
of or relating to any of the matters set forth herein, except as
hereinafter otherwise expressly provided, shall be submitted to and
settled by arbitration in the City of Jacksonville, Florida, County of
Duval, in accordance with the rules then obtaining of the American
Arbitration Association. Nothing in this Paragraph 12.e shall be
construed to prevent (i) any member of the Wilson Group that is then a
party to this Agreement or (ii) any member of the Kirschner Group that
is then a party to this Agreement from asking a court of competent
jurisdiction to enter appropriate equitable relief to enjoin a
violation of this Agreement. Such relief may be sought in connection
with or apart from the parties' rights under this Paragraph 12.e to
arbitrate all disputes.
f. Specific Performance. The Parties agree that the
Subject Securities are unique and that failure to perform the
obligations under this Agreement will result in irreparable damage,
and that specific performance of these obligations may be obtained by
a suit in equity.
g. Headings. The descriptive headings of this
Agreement are intended for reference only and shall not affect
the construction or interpretation of this Agreement.
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h. Gender. All terms and words used in this Agreement,
regardless of the gender in which they are used shall be construed to
include any other gender, masculine, feminine, or neuter, as the
context or sense of this Agreement or any section of this Agreement
may require as if such words had been fully and properly written in
the appropriate gender.
i. Waiver. Any party's failure to insist on compliance
or enforcement of any provision of this Agreement shall not affect
this Agreement's validity or enforcement or constitute a waiver of the
future enforcement of any provision of this Agreement.
j. Prior Agreements. This Agreement supersedes any
prior agreement of the Parties.
k. Counterparts. This Agreement may be executed in any
number of counterparts, all of which shall constitute the same
instrument.
49
<PAGE> 49
IN WITNESS WHEREOF, the parties set forth below have executed this
Agreement the date first above written.
---------------------------------------
J. Steven Wilson
---------------------------------------
Kenneth M. Kirschner
WILSON FINANCIAL CORPORATION
By:
------------------------------------
J. Steven Wilson
President
50
<PAGE> 50
EXHIBIT A
BENEFICIAL OWNERSHIP OF SUBJECT SECURITIES ON NOVEMBER 11, 1992.
<TABLE>
<CAPTION>
Options and
Warrants
to Purchase Series C
Shares of Shares of Preferred
Common Stock Common Stock Stock
------------ ------------ -----
<S> <C> <C> <C>
Kenneth M. Kirschner: 435,000 30,000 Options ---
35,000 Warrants
J. Steven Wilson: 37,692(1) --- 4,271
Wilson Financial
Corporation 3,891,969 --- 65,729
</TABLE>
Mr. Kirschner has 500,000 shares, which includes 30,000 option shares
and 35,000 warrant shares.
- --------------------
(1) Estimated. These shares are allocated to Mr. Wilson
under the ESOP.
51
<PAGE> 51
Exhibit NN to
Amended and Restated
Statement on Scheudle 13D
[LETTERHEAD OF IMAGINE INVESTMENTS, INC.]
November 28, 1997
Mr. J. Steven Wilson
7800 Belfort Parkway
Jacksonville, Florida 32256
Wilson Financial Corporation
7800 Belfort Parkway
Jacksonville, Florida 32256
Re: Proposed Lending Transactions
Gentlemen:
This letter shall constitute the agreement of Imagine Investments,
Inc. ("Imagine") to make a term loan in the original principal amount of
$440,000.00 to be evidenced by a Term Promissory Note in such amount of even
date herewith (the "Loan") to Wilson Financial Corporation ("Wilson") and to be
guaranteed by J. Steven Wilson ("Steven") and to provide for the purchase by
Imagine of certain stock of Riverside Group, Inc. ("Riverside") held by Wilson,
all upon the terms and conditions contained in this letter. By executing this
letter, Wilson, Steven and Imagine will evidence their binding agreement to
carry out the transactions outlined in this letter, subject to (a) the
obtaining of such necessary consents and corporate approvals as may be
contemplated by the requirements of this letter, and (b) the performance by all
of the parties of their respective obligations and agreements as set forth
herein and in such note and pledge agreement (collectively, the "Loan
Documents"). This letter expresses the binding agreement of Imagine to make the
Loan and to purchase certain stock of Riverside, as described below and the
binding agreement of Wilson and Steven to effect such transactions and to carry
out the other terms of this letter, including the sale of such Riverside stock,
as described below. Each party to this letter agrees to take all actions and to
direct and cause to occur all corporate or other entity action necessary to
effect these transactions.
A. The Loan. The terms and conditions of the Loan shall be as follows:
1. The Loan. The Loan shall be made pursuant to a Term Promissory Note
which shall have a maturity date of October 31, 1998 (the "Note") in the form
attached hereto as Exhibit A. The Note shall bear interest on its outstanding
principal balance at the rate of ten and one-half percent (10 1/2%) per annum,
which interest shall be paid quarterly on the first day of each calendar
quarter commencing with the first day of January, 1998. The Note shall have an
original principal balance of $440,000.00. Repayment of the Note according to
its terms shall be
52
<PAGE> 52
Mr. J. Steven Wilson
Wilson Financial Corporation
November 28, 1997
Page -2-
guaranteed unconditionally by Steven in the form of the Unconditional Guaranty
Agreement which is a part of Exhibit A.
2. No Prepayment; Calculation of Interest. The Loan may
not be prepaid, except at Imagine's election. Interest on the Loan shall be
calculated on the basis of a 360-day year, in accordance with customary
commercial banking practice.
3. Collateral for the Loan. The Loan shall be
collateralized by a pledge creating a first lien and security interest in
130,542 shares of the common stock of Riverside (collectively, the "Collateral
Stock") presently owned by and registered in the name of Wilson, pursuant to a
Stock Pledge Agreement (the "Pledge Agreement") in the form attached hereto as
Exhibit B. Prior to the performance of all of Wilson's obligations under the
Loan Documents, Wilson shall provide to Imagine notice of the receipt of any
notice of default under Wilson's loan agreement with the First National Bank of
Boston (the "Bank"). Following any default under Wilson's loan agreement with
the Bank, or following any default in Wilson's obligations under the Loan
Documents, Wilson shall use its best efforts to obtain from the Bank (or any
other lender holding a pledge of or security interest in any portion of the
common stock of Riverside), the right to grant a second pledge and security
interest in all of such stock to Imagine and, upon receipt of the consent of
such lender, Wilson shall grant such a second priority pledge and security
interest in substantially the form of the Pledge Agreement and shall perfect
such pledge. The failure of Wilson to perform the foregoing obligations shall
be a default under the Note. Furthermore, until such time as the Loan shall be
collateralized by a first priority perfected security interest in Collateral
Stock with a market value of twice the amount of the principal balance of the
Loan, Wilson (i) shall grant a first pledge and security interest in
substantially the form of the Pledge Agreement, (ii) shall perfect such pledge
in all shares of the common stock of Riverside released from pledge under
Wilson's loan from the Boston Bank immediately upon such common stock's release
and (iii) shall not grant any security interest in any shares of the common
stock of Riverside Group other than the security interests contemplated hereby
and the existing security interest held by the Boston Bank. Notwithstanding the
foregoing, when the market value of the Collateral Stock in which Imagine has
such a perfected first priority lien and security interest shall be at least
equal to twice the principal balance of the Loan (i) Wilson shall be released
from any obligation to provide any further collateral for the Loan (whether
first or second priority) or to refrain from granting other security interests
in shares of common stock of Riverside (ii) Wilson shall be entitled to a
release from pledge under the Pledge Agreement of shares of common stock of
Riverside so that the
53
<PAGE> 53
Mr. J. Steven Wilson
Wilson Financial Corporation
November 28, 1997
Page -3-
market value of the Collateral Stock shall not exceed twice the principal
balance of the Loan at the time.
4. Nature of the Collateral. All of the Collateral Stock shall
have been fully paid and nonassessable for more than three (3) years. All of
such Collateral Stock shall be subject to Rule 144 of the Securities Act of
1933 and quoted on the NASDAQ Stock Market and shall be freely transferable
(subject to applicable securities laws) and free of liens, pledges and security
interests except as specifically permitted by the terms of the Pledge Agreement
and as provided above.
B. Purchase of Stock.
1. Purchase of Riverside Shares. Imagine shall purchase from
Wilson, and Wilson shall sell to Imagine, 520,000 shares of the common capital
stock of Riverside currently held by Wilson (collectively, the "Purchase
Stock") for the sum of $3.00 per share, for a total purchase price of
$1,560,000 (the "Purchase Price"). The Purchase Price for the Purchase Stock
shall be paid (i) by the payment to Robert T. Shaw ("Shaw") of the
$1,195,285.93, balance of accrued interest and principal of that certain Loan
made by Shaw to Wilson as of September 10, 1996 (the "Shaw Loan"), which Shaw
by his agreement hereto agrees to accept as payment in full of all obligations
under the Shaw Loan, and (ii) by the payment of the $364,714.07 balance of the
Purchase Price by Imagine by wire transfer or personal check (subject to
Paragraph C.1. below). All of the Purchase Stock shall be fully paid and
nonassessable and shall have been held by Wilson for more than three (3) years,
subject to sale under the provisions of Rule 144 of the Securities Act of 1933
and shall be fully transferable and free of all liens, pledges and security
interests.
2. Partial Release of Pledge. Shaw hereby releases from the
pledge to Shaw under the Stock Pledge Agreement of September 10, 1996, between
Wilson and Shaw (the "Original Pledge Agreement") all of the 350,000 shares of
such Riverside common stock which is currently collateral for the Shaw Loan,
and Wilson hereby instructs Shaw to deliver to Imagine all of the certificates
representing such 350,000 shares. Wilson hereby agrees to deliver to Imagine
stock certificates representing an additional 300,542 shares of common stock of
Riverside, along with (i) duly executed stock powers transferring 520,000 of
the aggregate 650,542 shares to Imagine in satisfaction of Wilson's obligation
to sell the Purchase Stock and (ii) stock powers duly executed in blank with
respect to the remaining 130,542 of such shares pledged to Imagine under the
Pledge Agreement. Steven hereby consents and agrees to the foregoing release
and waives all guarantors' defenses related thereto. In furtherance thereof,
Imagine may present the stock
54
<PAGE> 54
Mr. J. Steven Wilson
Wilson Financial Corporation
November 28, 1997
Page -4-
certificates representing the Purchase Stock to Riverside and direct Riverside
to issue a new stock certificate to Imagine in Imagine's name.
3. Piggy-Back Rights. Wilson hereby assigns to Imagine its
"piggyback" registration rights under any and all securities law registration
rights agreements with respect to the Purchase Stock (and the Collateral Stock
to the extent Imagine enforces its security interest with respect thereto),
including those pursuant to the Agreement attached hereto and made a part
hereof as Exhibit B.
4. Tag-Along Rights. If Wilson or Steven shall, at any time and
from time to time until November 1, 2027, propose to sell any of common stock
of Riverside (the "Common Stock") held by either of them, or to otherwise
transfer any of the Common Stock, directly or indirectly, Wilson and Steven,
and/or either or both of them that is selling or transferring such Common
Stock, shall:
a. Give written notice to Imagine by certified or
registered mail (return receipt requested) or by hand delivery (with a
return receipt) as promptly as practicable (but in no event less than
fifteen (15) days prior to such sale or transfer) of all the details,
price and terms of such sale or transfer and the identity of the party
to whom such Common Stock is to be transferred; and
b. Include in such sale or transfer, the number of
shares of the Purchase Stock specified by Imagine in a written notice
to be given by Imagine to Wilson or Steven, as applicable, within ten
(10) days after Imagine's receipt of the notice provided for in clause
4a. above, not to exceed that percentage of the Purchase Stock equal
to the percentage of the total number of shares of Common Stock of
Wilson and Steven, as applicable, being included in such sale or
transfer, after giving effect to any other exercise of similar rights
previously granted by either to Kenneth M. Kirschner, all on the same
terms and conditions as Wilson and/or Steven are selling such Common
Stock.
c. Imagine shall bear its own legal expenses and sales
commission in connection with participating in such sale or transfer,
but Wilson and Steven shall pay all other expenses of Imagine in
connection with such sale or transfer.
d. The provisions of this Paragraph B.4 shall not apply
to:
(i) any pledge, hypothecation or encumbrance to
a lender in a bona fide loan transaction and any sale or
transfer to or by such lender after default conditions of the
pledge thereof;
55
<PAGE> 55
Mr. J. Steven Wilson
Wilson Financial Corporation
November 28, 1997
Page -5-
(ii) any sale or transfer (whether or not for
consideration) to (v) Steven, (w) the wife or widow of
Steven, (x) lineal descendants of Steven, (y) the estate of
Steven, and (z) entities directly or indirectly controlled by
those persons described in the immediately preceding clauses
(v), (w), (x) and (y) (collectively, the "Wilson Group"), so
long as the transferee agrees in writing to become a party to
and be bound by the terms of this letter agreement;
(iii) sales or transfers (other than in
transactions described in clauses (i) and (ii) immediately
preceding) by members of the Wilson Group in the aggregate,
together with sales or transfers of the type described in
this clause (iii) that do not in the aggregate for all such
sales from this date forward exceed one percent (1%) of the
outstanding shares of Common Stock; and
(iv) any gift, so long as the transferee agrees
in writing to become a party to and be bound by the terms of
this letter agreement.
C. General.
1. Retainer for Legal Fees. Imagine shall withhold the sum of
$20,000 from the Purchase Price of the Purchase Stock, as an escrow against
expenses to be incurred by Imagine in the negotiation, preparation and closing
of the transactions contemplated by this letter and that have been incurred in
connection with prior loan negotiations that have been held over the preceding
12 month period among Riverside, Wilson, Steven, Imagine and Shaw. The legal
fees of Greenebaum Doll & McDonald PLLC incurred in connection with the
transactions contemplated by this letter, shall be charged against this
retainer, whether or not the transactions contemplated by this letter actually
close.
2. Closing Date. The closing of the Loan and the purchase of the
Purchase Stock and the repayment of the Shaw Loan shall take place at the
earliest possible date and in any event not later than November 26, 1997, at
such location as the parties may agree, but in absence of agreement, in the
office of Greenebaum Doll & McDonald PLLC in Louisville, Kentucky. At the
Closing, Wilson and Steven shall take all actions and shall execute and deliver
all documents requested by Imagine and its counsel in connection with such
Closing.
3. Access to Information. Wilson and Steven, on a continuing
basis which shall survive the closing of the transactions described in this
letter, shall afford Imagine, its advisors, legal counsel and other
representatives complete and full access during normal business hours to the
books, records and contracts (and the right to copy same), and to properties
wherever located of Wilson and Steven, for the purpose of comprehensive review,
and Wilson and Steven shall each
56
<PAGE> 56
Mr. J. Steven Wilson
Wilson Financial Corporation
November 28, 1997
Page -6-
provide to such person such assistance in the conduct of such review as shall
be reasonably requested by Imagine. Wilson and Steven shall deliver copies of
its and his financial statements to Imagine within sixty (60) days after the
end of each calendar quarter and within ninety (90) days after the end of its
and his respective fiscal year.
4. Survival of Provisions. All of the provisions of this letter
agreement shall survive the closing of the transactions contemplated by this
letter agreement.
5. Expenses. Wilson and Steven shall each pay their own legal
expenses incurred in connection with the transactions contemplated by this
letter and shall also pay all legal expenses and related costs (including
travel) incurred by Imagine in connection with the transactions contemplated by
this letter agreement.
6. Successors and Assigns. This letter agreement shall bind
Wilson and Steven and their respective successors and assigns, heirs and
personal representatives and shall inure to the benefit of Imagine and its
successors and assigns. Wilson and Steven shall cause any member of the Wilson
Group to whom any of the Common Stock is transferred to comply with the terms
and provisions of Paragraph B.4 hereof, and, for such purpose, their holdings
of Common Stock shall be aggregated with that of Wilson and Steven.
If the terms and conditions outlined in this letter are acceptable to
you, please sign a copy of this letter and return it to my attention by 2:00
p.m. (eastern standard time) on or before November 26, 1997; thereupon, this
letter agreement shall be deemed a binding and enforceable agreement between
the parties. Otherwise, the proposals set forth in this letter will become null
and void. Upon your acceptance of this letter, my counsel will commence
preparation of the Loan Documents consistent with the terms and conditions set
forth herein.
Sincerely,
IMAGINE INVESTMENTS, INC.
By:
------------------------------
Title:
---------------------------
Accepted and agreed to:
57
<PAGE> 57
Mr. J. Steven Wilson
Wilson Financial Corporation
November 28, 1997
Page -7-
Wilson Financial Corporation
By:
-------------------------
Title:
-----------------------
Date:
-----------------------
- ----------------------------
J. Steven Wilson
Date:
-----------------------
Riverside Group, Inc. acknowledges assignment
of the registration rights contained in the
foregoing letter and consents thereto
RIVERSIDE GROUP, INC.
By:
-----------------------------
Title:
-----------------------------
Date:
-----------------------------
Accepted and Agreed to:
58
<PAGE> 58
Mr. J. Steven Wilson
Wilson Financial Corporation
November 28, 1997
Page -8-
- ----------------------------
Robert T. Shaw
Date:
-----------------------
59
