UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13)*[FN]
Regency Equities Corp.
______________________________________________________________________
_
(Name of Issuer)
Common Stock
______________________________________________________________________
_
(Title of Class of Securities)
75885510
______________________________________________________________________
_
(CUSIP Number)
David M. Taylor, Treasurer, First Lincoln Holdings, Inc.
3 Christina Center, Suite 1004, 201 North Walnut Street,
Wilmington, DE 19801 (302) 429-4900
______________________________________________________________________
_
(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.)
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.
<F1>* 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 the purpose of Section 18 of the
Securities
Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of
that section of the Act but shall be subject to all other
provisions of
the Act (however, see the Notes).
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 75885510 Page 2 of 20
Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Lincoln Holdings, Inc. (I.D. # 95-2508211)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
/__/
(b)
/X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) Or 2(e) __
/__/
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Corporation organized under the laws of the State of Delaware
Number | 7 Sole Voting Power
|
of Shares | 985,000 shares
|
Beneficially | 8 Shared Voting Power
|
Owned By | 33,112,125 shares
|
Each | 9 Sole Dispositive Power
|
Reporting | 985,000 shares
|
Person | 10 Shared Dispositive Power
|
With | 33,112,125 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,097,125 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
__
/__/
N/A
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.06
14 TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 75885510 Page 3 of 20
Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Evergreen Acceptance Corporation (I.D. #95-3763346)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
/__/
(b)
/X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) Or 2(e) _
/_/
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Corporation organized under the laws of the State of Delaware
Number | 7 SOLE VOTING POWER
|
of Shares | 0 shares
|
Beneficially | 8 Shared Voting Power
|
Owned By | 33,112,125 shares
|
Each | 9 Sole Dispositive Power
|
Reporting | 0 shares
|
Person | 10 Shared Dispositive Power
|
With | 33,112,125 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,112,125 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* __
/__/
N/A
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.97
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 75885510 Page 4 of 20
Pages
This Amendment No. 13 to the Schedule 13D amends and
restates in
its entirety the Statement on Schedule 13D and all amendments thereto
(the
"Schedule") filed by First Lincoln Holdings Inc., a Delaware
corporation
("First Lincoln") previously known as First Executive Corporation and
Evergreen Acceptance Corporation, a Delaware corporation ("Evergreen")
relating to the common stock, par value $.01 per share of Regency
Equities
Corp., a Delaware corporation, as specifically set forth below.
Item 1. Security And Issuer.
-------------------
This Statement relates to the common stock, par value $.01
per
share ("Common Stock") of Regency Equities Corp., ("Regency"), a
Delaware
corporation. The principal executive officers of Regency are located
at
3660 Wilshire Boulevard, Suite 336, Los Angeles, California 90010.
Item 2. Identity And Background.
-----------------------
First Lincoln is a Delaware corporation whose principal
business
is a holding company owning subsidiaries engaged in the underwriting
of life
insurance. First Lincoln's principal office is located at 3 Christina
Center, Suite 1004, 201 N. Walnut Street, Wilmington, Delaware 19801.
In
the past five years, First Lincoln has not been convicted in a
criminal
proceeding (excluding traffic violations or similar misdemeanors). In
the
past five years, First Lincoln was not a party to a civil proceeding
or
judicial or administrative body as a result of which it was subject to
a
judgment, decree or final order in joining future violations of, or
prohibiting or mandating activities subject to, Federal or State
securities
laws or finding any violation with respect to such laws.
Evergreen is a Delaware corporation which is a holding
company.
Evergreen's principal place of business and principal office are
located at
3 Christina Center, Suite 1004, 201 N. Walnut Street, Wilmington,
Delaware
19801. In the past five years, Evergreen has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
In the past five years, Evergreen was not a party to a civil
proceeding or
judicial or administrative body as a result of which it was subject to
a
judgment, decree or final order in joining future violations of, or
prohibiting or mandating activities subject to, Federal or State
securities
laws or finding any violation with respect to such laws.
First Lincoln
-------------
Name Address Present Occupation
- ---- ------- ------------------
Martin Oliner 3 Christina Center Director, Chairman of the
Suite 1004 Board, and Chief Executive
201 North Walnut St. Officer of First Lincoln;
Wilmington, DE 19801 Attorney-at-Law
375 Park Avenue
New York, New York
Marie E. 3 Christina Center Director, Vice-Chairman of the
Collins Suite 1004 Board of Lincoln Holdings;
201 N. Walnut St. Attorney-at-Law
Wilmington, DE 19801 3000 Post Oak Boulevard
Houston, Texas
David M. 3 Christina Center Treasurer and Assistant
Taylor Suite 1004 Secretary of First Lincoln
201 North Walnut S.
Wilmington, DE 19801
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 75885510 Page 5 of 20
Pages
Evergreen
---------
Name Address Present Occupation
- ---- ------- ------------------
Martin Oliner 3 Christina Center Director, Chairman of the
Suite 1004 Board, and Chief Executive
201 North Walnut St. Officer of Evergreen;
Wilmington, DE 19801 Attorney-at-Law
375 Park Avenue
New York, New York
Marie E. 3 Christina Center Director, Vice-Chairman of the
Collins Suite 1004 Board of Evergreen;
201 North Walnut St. Attorney-at-Law
Wilmington, DE 19801 3000 Post Oak Boulevard
Houston, Texas
David M. 3 Christina Center Director and Treasurer
Taylor Suite 1004 Evergreen
201 North Walnut St.
Wilmington, DE 19801
Item 3. Source And Amount Of Funds Or Other Consideration.
-------------------------------------------------
It is anticipated that, if First Lincoln and/or Evergreen
purchase
additional shares of Common Stock, the purchase price of such shares
will be
paid for from working capital of First Lincoln and/or Evergreen.
Item 4. Purpose Of The Transaction.
--------------------------
First Lincoln and Evergreen have reached an agreement in
principle
with Warren G. Lichtenstein, Lawrence Butler, Jack Howard, Ronald
LaBow,
Steel Partners II, LP, Richard Sandler, the Regency Shareholders
Committee
and Steel Partners II, LP and members of a group affiliated with them
(the
"Selling Stockholders") to settle certain claims arising out of the
proxy
contest in connection with the 1995 Annual Meeting of Stockholders of
Regency (the "Proxy Contest"). The proposed settlement, if
consummated,
would result in (i) First Lincoln and Evergreen purchasing, for a
price of
$.05 per share, all shares of Common Stock owned by the Selling
Stockholders, (ii) the release by First Lincoln, Evergreen and Regency
of
all claims against the Selling Stockholders and certain related
parties
arising out of the Proxy Contest, (iii) the release by Regency of all
claims
against First Lincoln and Evergreen and certain related parties
arising out
of the Proxy Contest, (iv) a release by the Selling Stockholders of
all
claims of any nature against First Lincoln, Evergreen, and certain
related
parties, and a release by certain of the Selling Stockholders of all
claims
of any nature against Regency. If First Lincoln and Evergreen were to
consummate the proposed settlement and were to purchase all of the
shares
owned by Selling Stockholders, First Lincoln would own in excess of
90% of
the outstanding shares of Common Stock.
If First Lincoln and/or Evergreen become the owners of a
majority
or more of the outstanding shares of Common Stock, they intend to
review the
business and corporate structure of Regency, including the composition
of
its board of directors, its charter and bylaws, the composition of its
management and its business practices in order to determine whether
changes
in any or all of such matter are appropriate. First Lincoln and/or
Evergreen have no present plans to make any of the foregoing changes,
but
reserve the right to do so after review.
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 75885510 Page 6 of 20
Pages
First Lincoln and/or Evergreen reserve their right to
acquire
additional shares of Common Stock, either on the open market, in
privately
negotiated transactions, or through a tender offer, merger or other
extraordinary transaction. First Lincoln and/or Evergreen have no
present
plans to engage in any of the potential transactions described in this
paragraph.
Item 5. Interest In Securities Of The Issuer.
------------------------------------
The aggregate number of shares of Common Stock beneficially
owned
by First Lincoln is 34,097,125, which represents 39.06% of the Common
Stock.
Of this aggregate number, First Lincoln is the record owner of 985,000
shares of Common Stock and Evergreen, a wholly-owned subsidiary of
First
Lincoln, is the record owner of 33,112,125 shares of Common Stock.
Neither Evergreen nor First Lincoln has made any purchases
or
sales of Common Stock within the last 60 days.
Item 6. Contracts, Arrangements, Understandings Or
Relationships
- --------------------------------------------------------
With Respect To Securities Of The Issuer.
----------------------------------------
First Lincoln and Evergreen have agreed in principle to the
settlement described in Item 4. The description of that agreement in
principle set forth in Item 4 is incorporated herein by reference.
Item 7. Material To Be Filed As Exhibits.
--------------------------------
Exhibit 1 -- Form of Stock Purchase Agreement.
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 75885510 Page 7 of 20
Pages
After reasonably 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.
Dated: May 13, 1996 FIRST LINCOLN HOLDINGS, INC., a
Delaware corporation
By s/ David M. Taylor
---------------------------------
David M. Taylor, Treasurer
After reasonably 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.
Dated: May 13, 1996 EVERGREEN ACCEPTANCE
CORPORATION, a Delaware corporation
By s/David M. Taylor
---------------------------------
David M. Taylor, Treasurer
PAGE
<PAGE>
STOCK PURCHASE AGREEMENT
------------------------
STOCK PURCHASE AGREEMENT made this _____ day of ________,
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:
(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 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 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, 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.
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.
---------
(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
investi-
gation 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 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 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
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
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
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).]
PAGE
<PAGE>
SELLERS:
___________________________________
Name:
___________________________________
Name:
___________________________________
Name:
___________________________________
Name:
___________________________________
Name:
___________________________________
Name:
___________________________________
Name:
___________________________________
Name:
___________________________________
Name:
___________________________________
Name:
___________________________________
Name:
[Additional signature pages may be added as needed.]
