<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
REGENCY EQUITIES CORP.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
0007588551
(CUSIP Number)
Richard V. Sandler, Esq.
Maron & Sandler
844 Moraga Drive
Los Angeles, California 90049
(310) 440-5475
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 13, 1996
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box .
Check the following box if a fee is being paid with the statement. / / (A fee is
not required only if the reporting 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.)
Page 1 of 20 Pages
Exhibit Index is on Page 7
<PAGE> 2
SCHEDULE 13D
- ------------------------- -----------------------
CUSIP No. 0007588551 Page 2 of 20 Pages
- ------------------------- -----------------------
- --------------------------------------------------------------------------------
1 NAME OF PERSON
RA PARTNERSHIP
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP* (a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
9,408,000
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
--------------------------------------------
8 SHARED VOTING POWER
0
--------------------------------------------
9 SOLE DISPOSITIVE POWER
9,408,000
--------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
9,408,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.8%
- --------------------------------------------------------------------------------
14 TYPE OF PERSON REPORTING*
PN
- --------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT
Page 2 of 20 Pages
<PAGE> 3
This Amendment No. 2 to Schedule 13D restates and amends the
Statement on Schedule 13D filed August 2, 1983, and Amendment No. 1 thereto
filed July 2, 1985 (the "Schedule 13D"), by RA Partnership, a California general
partnership, relating to the Common Stock, par value $.01 per share, of Regency
Equities Corp., a Delaware corporation.
This Amendment No. 2 to Schedule 13D is subject to the
provisions of Rule 101(a)(2) of Regulation S-T under the Securities Exchange Act
of 1934, as amended, relating to the Securities and Exchange Commission's
adopted electronic filing requirements. Pursuant to Rule 101(a)(2), since this
amendment is the first amendment which the Reporting Person is filing
electronically, the Reporting Person is required to restate the entire Schedule
13D.
ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this Schedule 13D
relates is the Common Stock, par value $.01 per share (the "Shares") of Regency
Equities Corp., a Delaware corporation (the "Company"). The principal executive
office of the Company is 3660 Wilshire Boulevard, Suite 336, Los Angeles,
California 90010.
ITEM 2. IDENTITY AND BACKGROUND
(a)-(c), (f) The name of the person filing this Amendment No.
2 to Schedule 13D is RA Partnership, a California general partnership (the
"Reporting Person"). The principal business of the Reporting Person is general
investments.
Michael R. Milken and Lori Milken, who are married, are the
general partners of the Reporting Person. Each of the general partners is a
United States citizen. Mr. Milken's present principal occupation is President of
MC Group, the principal business of which is investments and strategic
consulting. The address of MC Group is 844 Moraga Drive, Los Angeles, California
90049. Other than participating in charitable activities, Mrs. Milken is not
employed.
The principal business address of the Reporting Person and
each of its general partners is 844 Moraga Drive, Los Angeles, California 90049.
(d) and (e). During the last five years neither the Reporting
Person nor any of the partners thereof has been convicted in any criminal
proceeding (excluding traffic violations or similar misdemeanors) or has been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding is or was subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violations with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The general partners of the Reporting Person used personal
funds to originally acquire the Shares. The partners acquired such Shares as a
result of an exchange offer made by the Company to the holders of its 7 1/2%
Convertible Subordinated Debentures due January 1, 1992 ("Old Debentures"),
pursuant to which $1,000 in principal amount of the Old Debentures was exchanged
for (i) $1,000 principal amount of 7-1/2% Secured Convertible Subordinated
Debentures due December 1, 1991 ("New Debentures") of the Company and (ii) 375
Shares of the Company. Prior to participating in the exchange offer, the
Reporting Person held $1,536,000 in principal amount of the Old Debentures.
Page 3 of 20 Pages
<PAGE> 4
The Old Debentures were purchased by the Reporting Person on November 18, 1981
for an aggregate price of $725,760.
The Reporting Person filed Amendment No. 1 to Schedule 13D on
July 2, 1985 and reported an increase, as of June 21, 1985, in the number of
Shares beneficially owned by it. Such increase resulted from an exchange offer
made by the Company to the holders of the 9% Secured Convertible Subordinated
Debentures due December 31, 1991 ("Secured Debentures"), pursuant to which
$1,000 in principal amount of the Secured Debentures was exchanged for 3,125
Shares of the Company. The Reporting Person obtained such additional Shares on
June 21, 1985 by exercising rights granted by the Company to its shareholders to
purchase up to seven additional Shares at $.32 a Share for each Share owned by
such shareholder. As stated in Amendment No. 1 to Schedule 13D, the number of
Shares beneficially owned by the Reporting Person as of the filing date was
9,408,000 Shares.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Person, together with Warren G. Lichtenstein, Lawrence
Butler, Jack Howard, Ronald LaBow, Steel Partners II, LP, Richard Sandler, the
Regency Shareholders Committee, Steel Partners II, LP, EJ Associates and other
stockholders of the Company (the "Selling Stockholders"), have reached an
agreement in principle ("Agreement In Principle") with First Lincoln Holdings,
Inc. ("Lincoln") and Evergreen Acceptance Corporation ("Evergreen") to settle
certain claims arising out of certain matters in connection with the
solicitation of proxies for the 1995 Annual Meeting of Stockholders of the
Company (the "Proxy Matters"). The proposed settlement, if consummated, would
result in, among other things, (i) First Lincoln and Evergreen purchasing, for
a price of $.05 per share, all shares of Common Stock owned by the Selling
Stockholders, including, without limitation, all 9,408,000 Shares held by the
Reporting Person (such Shares constituting all of the Shares held by the
Reporting Person), (ii) the release by First Lincoln, Evergreen and the Company
of all claims against the Selling Stockholders and certain related parties
arising out of the Proxy Matters, (iii) a release by the Selling Stockholders
of all claims of any nature against First Lincoln, Evergreen, and certain
related parties and (iv) a release by certain of the Selling Stockholder,
including the Reporting Person and EJ Associates, of all claims of any nature
against the Company. In addition, under the Agreement In Principle, the
Reporting Person would agree that it would not, during a period of ten years
following consummation of the sale of the Shares to Evergreen, without the
prior unanimous written consent of Evergreen and the Company, singly, as a
partnership or as part of a group, directly or indirectly, through any
subsidiary or affiliate, take certain actions with respect to the Company, its
Shares or any other debt or equity securities of the Company or its affiliated
entities. A copy of the current draft of the Stock Purchase Agreement proposed
to be entered into by and among the foregoing parties in connection with the
Agreement In Principle is attached as Exhibit 1 to this Amendment No. 2 to
Schedule 13D and is incorporated herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) - (b) The Reporting Person presently beneficially owns
9,408,000 Shares, which represents 10.8% of all Shares presently outstanding
(based on 87,283,661 Shares outstanding at March 8, 1996 as reported in the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1995). All of such 9,408,000 Shares are held of record by the Reporting Person.
The Reporting Person has the sole power to vote, or direct the vote, and to
dispose or direct the disposition of, all such Shares. On May 13, 1996, the
Reporting Person reached the Agreement In Principle described in Item 4, which
description is hereby incorporated by reference into this Item 5. Upon
consummation of the transactions contemplated by the Agreement In Principle, the
Reporting Person will
Page 4 of 20 Pages
<PAGE> 5
no longer hold any Shares of the Company, and will no longer hold any power to
vote, or direct the vote, or to dispose or direct the disposition of, any of
such Shares.
EJ Associates, a California general partnership, is also a
beneficial owner of Shares and has also reached the Agreement In Principle
described in Item 4 to sell such Shares to Evergreen. One of the general
partners of EJ Associates is Lowell J. Milken, who is the brother of Michael R.
Milken, a general partner of the Reporting Person. The Reporting Person
disclaims any group relationship with EJ Associates. Other than as set forth in
the Agreement In Principle, the Reporting Person and EJ Associates have no
agreement with respect to their respective interests in the Company, and each of
their respective general partners makes his or her own investment decisions
based upon his or her own best judgment.
(c) There have not been any transactions in Shares effected by
or for the account of the Reporting Persons during the past 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The information set forth in Item 4 and Item 5 above and the
most recent draft of the Stock Purchase Agreement proposed to be entered into by
the parties to the Agreement In Principle (a copy of which is attached as
Exhibit 1 hereto) are incorporated by reference into this Item 6.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1. Draft Stock Purchase Agreement to
be entered into by and among
Evergreen Acceptance Corporation, a
Delaware corporation, each of the
persons set forth on Schedule 1
attached thereto, and Regency
Equities Corp., a Delaware
corporation.
Page 5 of 20 Pages
<PAGE> 6
SIGNATURE
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Dated: May 14, 1996 RA PARTNERSHIP
By: /s/ Michael R. Milken
--------------------------
Name: Michael R. Milken
Title: General Partner
Page 6 of 20 Pages
<PAGE> 7
EXHIBIT INDEX
Exhibit 1 Draft of Stock Purchase Agreement to be entered into by and
among Evergreen Acceptance Corporation, a Delaware corporation,
each of the persons set forth on Schedule 1 attached thereto, and
Regency Equities Corp., a Delaware corporation.
Page 7 of 20 Pages
<PAGE> 1
EXHIBIT 1
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT made this _____ day of May, 1996, by
and among Evergreen Acceptance Corporation, a Delaware corporation with an
address at 3 Christina Center, Suite 1004, 201 North Walnut Street, Wilmington,
Delaware 19801 ("Purchaser"), each of the persons set forth on Schedule 1
attached hereto (each a "Seller") (collectively, the "Sellers"); and Regency
Equities Corp., a Delaware corporation with an address at 3660 Wilshire
Boulevard, Suite 336, Los Angeles, California 90010 ("Regency").
W I T N E S S E T H:
WHEREAS, each Seller owns the number of shares listed as owned
by that Seller on Schedule 1 hereto of the common stock, $.01 par value ("Common
Stock"), of Regency (such shares being referred to herein, as to each Seller, as
the "Seller's Shares");
WHEREAS, each Seller desires to sell to Purchaser, and
Purchaser desires to purchase from each Seller, that Seller's Shares, on the
terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein, the parties hereto hereby agree as follows:
1. Sale and Purchase. Each Seller hereby agrees to sell to
Purchaser and Purchaser hereby severally agrees to purchase from each Seller
that Seller's Shares upon and subject to the terms and conditions hereinafter
set forth.
2. Purchase Price. The purchase price for each Seller's Shares
shall be five cents ($.05) (the "Purchase Price").
3. Closing.
(a) Subject to the provisions of Section 9, the
closing (the "Closing") of the sale and purchase of the Seller Shares shall take
place at the law offices of Morris, Nichols, Arsht & Tunnell ("Escrow Agent") on
___________, 1996, or at such place and time as the Purchaser and Sellers may
decide but in no event later than _________, 1996 at 10:00 a.m. (the "Closing
Date").
(b) On or before the Closing Date:
<PAGE> 2
(1) Each Seller shall deliver to Escrow Agent for the
benefit of Purchaser a copy of this Stock Purchase Agreement duly executed by
such Seller.
(2) Purchaser shall deliver to Escrow Agent for the
benefit of each Seller copies of this Stock Purchase Agreement duly executed by
Purchaser.
(3) Regency shall deliver to Escrow Agent for the
benefit of Purchaser and each Seller copies of this Stock Purchase Agreement
duly executed by Regency.
(4) Each Seller shall deliver to Escrow Agent for the
benefit of Purchaser, free and clear of all security interests, liens, claims,
proxies, charges, encumbrances and options and voting or other restrictions of
any nature whatsoever other than restrictions imposed by federal and/or state
securities laws (collectively, "Encumbrances"), one or more certificates
representing the Seller's Shares to be purchased by Purchaser and duly executed
stock powers in blank applicable thereto.
(5) Purchaser shall deliver to Escrow Agent for the
benefit of each Seller a certified or bank check in the amount equal to (x) the
number of Seller's Shares being sold by that Seller hereunder times (y) the
Purchase Price.
(6) Regency shall deliver to Escrow Agent for the
benefit of Purchaser a letter to be delivered to Regency's transfer agent, in
form acceptable to Purchaser, instructing such transfer agent to issue stock
certificates of Common Stock of Regency to Purchaser in the aggregate number of
Seller's Shares purchased hereunder.
(7) Regency shall deliver to Escrow Agent for the
benefit of each person listed on Schedule 2 hereto a check in the amount listed
as payable to that person on Schedule 2 hereto, constituting reimbursement of
that person's actual and reasonable proxy expenses incurred in the solicitation
of proxies for the election of directors at Regency's 1995 Annual Meeting of
Stockholders; provided, however, that (a) the aggregate amount payable by
Regency to all such persons shall not exceed $150,000 and (b) Regency shall be
obligated to any such person's expenses only if such person has delivered to
Escrow Agent for the benefit of Regency documentation of such expenses in
reasonable detail (in Regency's reasonable judgment).
4. Representations and Warranties of Seller. Each Seller
represents and warrants to Purchaser and Regency as follows:
(a) Seller is the beneficial owner of the Seller's
Shares, and has full legal right, power and authority to sell to Purchaser the
Seller's Shares as
- 2 -
<PAGE> 3
contemplated hereby. Each Seller expressly warrants that, upon delivery of the
certificates for the Seller's Shares as contemplated hereunder, Purchaser will
acquire ownership of the Seller's Shares free and clear of any Encumbrances or
any other claims whatsoever, whether by Seller or other person.
(b) Seller does not own, directly, indirectly or
through "affiliates" or "associates" (as those terms are defined in Rule 12b-2
promulgated under the Securities Exchange Act of 1934, as amended, 17 C.F.R.
Section 240.12b-2) or have the right to acquire any shares of Common Stock other
than Seller's Shares.
(c) Seller has full legal right, power and authority
to execute and deliver, enter into and perform under this Stock Purchase
Agreement, and the execution and delivery of this Stock Purchase Agreement by
Seller and the consummation by Seller of the transactions contemplated hereby
have been duly authorized by all necessary action on behalf of Seller. This
Stock Purchase Agreement has been duly executed and delivered by Seller and
constitutes a legally valid and binding agreement of Seller, enforceable against
Seller in accordance with its terms.
(d) The execution and delivery of this Stock Purchase
Agreement and the consummation by Seller of the transactions contemplated hereby
do not conflict with or constitute a breach or violation of or default (or an
event which, with notice or lapse of time or both, would constitute a default)
under the certificate of incorporation or bylaws of Seller (if Seller is a
corporation), or any statute, law, regulation, order or decree applicable to
Seller or any contract, commitment, agreement, arrangement or restriction of any
kind to which Seller is a party or by which it is bound.
(e) No permit, consent, approval or authorization of,
or declaration, filing or registration with, or the giving of notice to, any
public body or authority or other person, firm or entity is necessary in
connection with the execution and delivery by Seller of this Stock Purchase
Agreement or the consummation by Seller of the transactions contemplated hereby.
(f) Seller is a sophisticated seller with respect to
the Seller's Shares and has adequate information concerning the business and
financial condition of Regency and the status and merit of the claims being
released herein to make an informed decision regarding entry into this Stock
Purchase Agreement and that he or it has independently and without reliance upon
Purchaser, Regency, or any agent acting on behalf of Purchaser or Regency or any
affiliate or associate of Purchaser or Regency, and based solely upon such
information as he or it has deemed appropriate, made his or its own analysis and
decision to enter into this Stock Purchase Agreement.
(g) Seller is aware that Purchaser may possess
material non-public information not known to him or it regarding Regency and
its businesses (the "Excluded Information") and that, by the terms hereunder,
neither Purchaser, Regency
- 3 -
<PAGE> 4
nor any other person or entity shall have any liability to any Seller or any
other person with respect to the non-disclosure of the Excluded Information,
either before or after the Closing.
(h) Seller (i) fully understands his or its right to
discuss all aspects of this Stock Purchase Agreement with his or its attorneys
prior to entering into this Agreement, (ii) to the extent, if any, of his or its
desire to do so, has availed himself or itself of this right, (iii) has
carefully read and fully understands all of the provisions of this Stock
Purchase Agreement and (iv) is entering into this Stock Purchase Agreement
voluntarily and free of any duress or coercion.
(i) Other than the representations and warranties in
this Stock Purchase Agreement, no party hereto, either directly or through any
other person or agent, makes or has made any express or implied representations
or warranties in connection with this Stock Purchase Agreement.
5. Representations and Warranties of Purchaser. Purchaser
hereby represents and warrants to each Seller as follows:
(a) It has full legal right, power and authority to
execute and deliver, enter into and perform under this Stock Purchase Agreement,
and the execution and delivery of this Stock Purchase Agreement by it and the
consummation by it of the transactions contemplated hereby have been duly
authorized by all necessary action on behalf of it. This Stock Purchase
Agreement has been duly executed and delivered by it and constitutes a legally
valid and binding agreement of it, enforceable against it in accordance with its
terms.
(b) The execution and delivery of this Stock Purchase
Agreement and the consummation by it of the transactions contemplated hereby do
not conflict with or constitute a breach or violation of or default (or an event
which, with notice or lapse of time or both, would constitute a default) under
the certificate of incorporation or bylaws of it, or any statute, law,
regulation, order or decree applicable to it or any contract, commitment,
agreement, arrangement or restriction of any kind to which it is a party or by
which it is bound.
(c) To the best of its knowledge, no permit, consent,
approval or authorization of, or declaration, filing or registration with, or
the giving of notice to, any public body or authority or other person, firm or
entity is necessary in connection with the execution and delivery by it of this
Stock Purchase Agreement or the consummation by it of the transactions
contemplated hereby.
6. Covenants of Sellers. Each Seller covenants and agrees with
Regency and Purchaser that during the period of ten years following the Closing,
without the prior unanimous written consent of the Purchaser and Regency, he or
it will not take singly, as a partnership or as part of a group, directly or
indirectly, through any subsidiary or affiliate, any of the following acts with
respect to Regency,
- 4 -
<PAGE> 5
its Common Stock or any other debt or equity securities of Regency or its
affiliated entities:
(a) purchase, acquire or own, or offer or agree to
purchase, acquire or own, any shares of capital stock or other securities of
Regency other than any shares currently owned, or shares issued by Regency
except through a corporation registered under the Investment Company Act of
1940; or
(b) solicit, or encourage any other entity to solicit
proxies or consents of stockholders of Regency, or become a "participant" or
otherwise engage in any "solicitation" (as such terms as defined in Regulation
14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act")),
with respect to any matter in opposition to the recommendation of a majority of
the members of the Board of Directors of Regency then in office; or
(c) acquire or affect, or seek to acquire or affect,
control of Regency, or influence or seek to influence the management of Regency,
or directly or indirectly participate in or encourage the formation of any group
seeking to influence the management of Regency or to acquire or affect control
of Regency; or
(d) permit any entity under his or its control to
acquire or offer to acquire or agree to acquire, directly or indirectly, by
purchase or otherwise, any capital stock or other securities of Regency; or
(e) join a partnership, limited partnership,
syndicate, or other group within the meaning of Section 13(d) of the Exchange
Act for the purpose of acquiring, holding or disposing of any shares of capital
stock of Regency; or
(f) initiate, propose or otherwise solicit
stockholders for the approval of one or more stockholder proposals with respect
to Regency, as described in Rule 14a-8 under the Exchange Act; or
(g) directly or indirectly solicit or encourage, or
initiate any communication with any other entity with respect to any proposal
for a merger or other business combination involving Regency or for the
acquisition of any capital stock of Regency; or
(h) seek, directly or indirectly, any representation
on the Board of Directors of Regency; or
(i) deposit any Common Stock in a voting trust or
subject them to a voting agreement or other arrangement of similar effect; or
(j) encourage any person, firm, corporation, group or
other entity to engage in any of the actions covered by this Section.
- 5 -
<PAGE> 6
7. Conditions Precedent to Purchaser's Obligation. The
obligations of Purchaser hereunder are subject, at the option of Purchaser, to
the fulfillment of each of the following conditions at or prior to the Closing
(at Purchaser's sole discretion, Purchaser may waive any or all such conditions
with respect to any or all Sellers and/or Regency):
(a) All representations and warranties of each Seller
shall be true and correct at the time of Closing as though such representations
and warranties were made at such time.
(b) Each of Warren G. Lichtenstein, Lawrence Butler,
Jack Howard, Ronald LaBow, Steel Partners II, L.P., a Delaware limited
partnership ("Steel"), Richard Sandler ("Sandler") and the Regency Shareholders
Committee shall deliver to Escrow Agent for the benefit of Purchaser, Martin
Oliner ("Oliner") and First Lincoln Holdings, Inc. ("First Lincoln") a general
release in the form annexed hereto as Exhibit A.
(c) Each of Warren G. Lichtenstein, Lawrence Butler,
Jack Howard, Ronald LaBow, Steel Partners II, L.P., a Delaware limited
partnership ("Steel"), Richard Sandler ("Sandler") and the Regency Shareholders
Committee shall deliver to Escrow Agent for the benefit of Regency a general
release in the form annexed hereto as Exhibit B.
(d) Regency shall deliver to Escrow Agent for the
benefit of Purchaser a general release in the form annexed hereto as Exhibit C.
(e) Each Seller shall deliver to Escrow Agent for the
benefit of Purchaser an opinion of legal counsel, reasonably acceptable to
Purchaser, substantially in the form attached hereto as Exhibit D.
(f) Each Seller (other than those referenced in
Section 7(b) hereof) shall deliver to Escrow Agent for the benefit of Purchaser,
Oliner and First Lincoln a general release in the form annexed hereto as Exhibit
E.
8. Conditions Precedent to Sellers. The obligations of each
Seller hereunder are subject, at the option of such Seller, to the fulfillment
of each of the following conditions at or prior to the Closing (at each Seller's
sole discretion, such Seller may waive any or all such conditions):
(a) All representations and warranties of the
Purchaser contained herein shall be true and correct at the time of Closing as
though such representations and warranties were made at such time.
(b) Purchaser, Oliner and First Lincoln shall deliver
to Escrow Agent for the benefit of such Seller a general release in the form
annexed hereto as Exhibit F.
- 6 -
<PAGE> 7
(c) Regency shall deliver to Escrow Agent for the
benefit of such Seller a General Release in the form annexed hereto as Exhibit
G.
9. Release of Escrow; Rights of Escrow Agent.
(a) The documents and funds referenced in Sections 3,
7 and 8 are referred to herein collectively as the "Escrow Documents" and each
individually as an "Escrow Document." Upon delivery, on or before the Closing
Date, of each of the Escrow Documents to Escrow Agent as provided herein and the
satisfaction or valid waiver of each of the conditions precedent set forth in
Sections 7(a) and 8(a) hereof, Escrow Agent shall deliver each of the Escrow
Documents to the party for whose benefit Escrow Agent holds such Escrow Document
as provided in Sections 3, 7 and 8 hereof. The conditions precedent set forth in
Sections 7(a) and 8(a) shall be deemed satisfied unless Escrow Agent shall
receive written notice on or before the Closing Date that any such condition
precedent has not been satisfied. In the event that delivery of each the Escrow
Documents is not made to Escrow Agent as provided herein or the conditions
precedent set forth in Section 7(a) or 8(a) hereof are not satisfied or validly
waived, in either case, with respect to the sale of the Seller's Shares as to
any Seller, Escrow Agent shall return all of the Escrow Documents with respect
to such sale to the party initially delivering the same, which delivery will be
made by Escrow Agent as provided in subsection 10(j) hereof. The parties hereto
acknowledge and agree that in the event all of the Escrow Documents are not
delivered to the Escrow Agent on or before the Closing Date as provided herein
and the conditions precedent set forth in Sections 7(a) and 8(a) hereof are not
satisfied or validly waived by the Closing Date, then the Closing may take place
with respect to those Seller's Shares as to which such deliveries have been made
and such conditions satisfied or validly waived without any obligation to close
on the purchase and sale of any other Seller's Shares. Upon delivery or return
of the Escrow Documents as provided in this Section 9, Escrow Agent shall have
no further obligation under this Stock Purchase Agreement with respect to the
Escrow Documents or otherwise and Escrow Agent and its agents, employees,
successors and assigns shall, without any further action, be released and
forever discharged by each of the parties hereto from and against all claims,
liability, costs and expenses relating to or arising under this Stock Purchase
Agreement or Escrow Agent's performance of its obligations hereunder.
(b) Escrow Agent shall be under no duty to make any
investigation whatsoever regarding the authenticity or truth or falsity of any
notice, demand, certificate, or other document delivered to it pursuant to this
Stock Purchase Agreement. Escrow Agent shall not be liable for any error of
judgment or for any act done or step taken or omitted by it in good faith or for
any mistake of fact or law, except its own willful misconduct. Escrow Agent
shall have the right, at its sole discretion, to deliver the Escrow Documents
(or any part thereof) into a court of competent jurisdiction pursuant to
relevant statutes and to commence an action for a declaratory judgment, in the
nature of interpleader or otherwise, in order to obtain a judicial determination
as to the party legally entitled to receive delivery of such
- 7 -
<PAGE> 8
Escrow Documents. Purchaser agrees to reimburse Escrow Agent for Escrow Agent's
costs and expenses, including reasonable attorneys' fees (either paid to retain
attorneys or representing the fair value of legal services rendered by Escrow
Agent to itself), and to indemnify Escrow Agent and hold it harmless against any
loss or liability incurred as a result of Escrow Agent's services as such
hereunder or of any dispute or litigation (including any proceeding commenced by
Escrow Agent) concerning the parties' rights under the Escrow Documents and this
Stock Purchase Agreement. Escrow Agent shall be permitted to act as counsel for
one or more of the parties hereto in any dispute as to the release or delivery
of any funds or instruments or documents held by Escrow Agent or any other
dispute between the parties or in any other matter whatsoever, whether or not
Escrow Agent is in possession of any funds or instruments or documents delivered
to it pursuant to this Stock Purchase Agreement and whether or not Escrow Agent
continues to act as such hereunder.
10. Miscellaneous.
(a) If any term or provision of this Stock Purchase
Agreement is held by a court of competent jurisdiction or other authority to be
invalid, void, unenforceable or against its regulatory policy, the remainder of
the terms, provisions, covenants and restrictions of this Stock Purchase
Agreement shall remain in full force and effect and shall in no way be affected,
impaired or invalidated.
(b) Each party hereto shall pay its own costs and
expenses incurred in connection with this Stock Purchase Agreement and the
transactions contemplated hereby, provided Escrow Agent shall be entitled to the
payments of costs, expenses and fees as provided in Section 9 hereof.
(c) This Stock Purchase Agreement shall be binding
upon and shall inure to the benefit of and be enforceable by the parties hereto
and their respective successors. This Stock Purchase Agreement shall not be
assignable by any party without the prior written consent of the other parties
hereto.
(d) This Stock Purchase Agreement may not be
modified, amended, altered or supplemented except by a written agreement signed
by Purchaser, each Seller and Regency, which shall be authorized by all
necessary action of each party.
(e) This Stock Purchase Agreement and the Releases
and opinion of counsel referred to herein and annexed as exhibits hereto contain
the entire understanding of the parties with respect to its subject matter and
supersede all prior agreements and understandings with respect to its subject
matter. There are no restrictions, agreements, promises, warranties, covenants
or undertakings other than those expressly set forth herein with respect to any
matter covered herein.
(f) No failure or delay on the part of any party in
the exercise of any power, right or privilege hereunder shall operate as a
waiver thereof, nor shall
- 8 -
<PAGE> 9
any single or partial exercise of any such power, right or privilege preclude
other or further exercise thereof or of any other right, power or privilege. All
rights and remedies existing under this Stock Purchase Agreement are cumulative
to, and not conclusive of, any rights or remedies otherwise available.
(g) This Stock Purchase Agreement and the legal
relations among the parties shall be governed by, and construed and enforced in
accordance with, the laws of the State of Delaware, without regard to its
conflict of laws rules. To the fullest extent permitted by applicable law, each
of the parties to this Stock Purchase Agreement hereby irrevocably and
unconditionally (i) agrees that any action or proceeding against a party to this
Agreement arising out of or relating in any way to the terms of this Agreement
or the exhibits hereto, the validity of this Agreement or the exhibits hereto,
or any person's rights under this Agreement or the exhibits hereto, shall be
brought only in the Chancery Court of the State of Delaware (or other
appropriate court in the State of Delaware) (the "Delaware Courts"), and not in
any other state or federal court in the United States of America or any court in
any other country, (ii) consents to submit to the exclusive jurisdiction of the
Delaware Courts for purposes of any action or proceeding arising out of or in
connection with this Agreement or the exhibits hereto, including without
limitation actions challenging the legal validity or enforceability of this
Agreement or any of the exhibits hereto, (iii) agrees, to the extent such party
is not a resident of the State of Delaware, to appoint irrevocably and to
maintain an agent in the State of Delaware as such party's agent for acceptance
of legal process in connection with any such action or proceeding against such
party with the same legal force and validity as if served upon such party
personally within the State of Delaware, and to notify promptly each other party
hereto of the name and address of such agent, provided that, in the absence of
such notification, such person shall be deemed to have appointed Regency as its
agent for acceptance of legal process, and (iv) irrevocably waives, and agrees
not to plead or to make, any claim that the Delaware courts lack personal
jurisdiction over him or it or that any such action or proceeding brought in any
Delaware Court has been brought in an improper or otherwise inconvenient forum.
(h) This Stock Purchase Agreement may be executed in
two or more counterparts, each of which shall be deemed to be an original, but
all of which together shall constitute one and the same instrument.
(i) The captions of the Sections of this Stock
Purchase Agreement have been inserted for convenience only and shall have no
substantive effect.
(j) Any notice or delivery that any party hereto is
required or desires to give hereunder to any other party hereto shall be in
writing and may be given by hand delivery or by nationally recognized overnight
courier or by mailing the same to the other party at the address set forth below
(or to such other address as may have theretofore been substituted therefor by
written notice to the other party hereto given as herein provided) by certified
or registered United States mail, postage
- 9 -
<PAGE> 10
prepaid or by confirmed telecopy. Notices and deliveries shall be deemed given
as follows: when sent, if sent by telecopy with delivery confirmed (conditioned
upon the prompt mailing of the original of such transmission by first-class mail
or nationally recognized overnight courier); when delivered and receipted for
(or upon the date of attempted delivery where delivery is refused), if hand
delivered or delivered by nationally recognized overnight courier; or when
receipted for (or upon the date of attempted delivery where delivery is refused
or a properly addressed and mailed notice is returned as undeliverable or
unclaimed), if sent by certified or registered mail; provided, however, that for
the purpose of the delivery of the Escrowed Documents to Escrow Agent, such
delivery shall only be effective upon the receipt by Escrow Agent of such Escrow
Documents. Whenever under the terms hereof the time for giving a notice or
performing an act falls on a Saturday, Sunday or holiday, such time shall be
extended to the next business day. For the purposes of this Stock Purchase
Agreement the addresses of the parties hereto shall be as follows until changed
in accordance with the terms hereof:
If to any Seller:
c/o Steel Partners II, L.P.
750 Lexington Avenue
27th Floor
New York, New York 10022
Telecopier: (212) 446-5240
Attention: Warren G. Lichtenstein
with a copy to:
Olshan Grundman Frome & Rosenzweig
505 Park Avenue
New York, New York 10022
Telecopier: (212) 755-1467
Attention: Steven Wolosky, Esquire
If to Purchaser:
3 Christina Center, Suite 1004
201 North Walnut Street
Wilmington, Delaware 19801
Telecopier: (302) 429-4919
Attention: David Taylor
with a copy to:
Morris, Nichols, Arsht & Tunnell
1201 North Market Street
P.O. Box 1347
- 10 -
<PAGE> 11
Wilmington, Delaware 19899-1347
Telecopier: (302) 658-3989
Attention: Kenneth J. Nachbar, Esquire
If to Regency:
3660 Wilshire Boulevard, Suite 336
Los Angeles, California 90010
Telecopier: (213) 365-9055
Attention: Allan L. Chapman
with a copy to:
Tuttle & Taylor
355 South Grand Avenue
Los Angeles, California 90071
Telecopier: (213) 683-0225
Attention: Marc L. Brown, Esquire
If to Escrow Agent:
Morris, Nichols, Arsht & Tunnell
1201 North Market Street
P.O. Box 1347
Wilmington, Delaware 19899-1347
Telecopier: (302) 658-3989
Attention: Kenneth J. Nachbar, Esquire
- 11 -
<PAGE> 12
IN WITNESS WHEREOF, the parties hereto have caused this Stock
Purchase Agreement to be duly executed as of the day and year first above
written.
EVERGREEN ACCEPTANCE CORPORATION
By:
---------------------------
Name:
Title:
REGENCY EQUITIES CORP.
By:
---------------------------
Name:
Title:
[Sellers' signatures appear on following page(s).]
- 12 -
<PAGE> 13
SELLERS:
-----------------------------------
Name:
-----------------------------------
Name:
-----------------------------------
Name:
-----------------------------------
Name:
-----------------------------------
Name:
-----------------------------------
Name:
-----------------------------------
Name:
-----------------------------------
Name:
-----------------------------------
Name:
-----------------------------------
Name:
-----------------------------------
Name:
[Additional signature pages may be added as needed.]
-13-
