UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 14)*
- ----------------------------------------------------------------------
- ------
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)
June 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.
- ----------------------
* 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 1 0f 26
<PAGE>
SCHEDULE 13D
CUSIP No. 75885510 Page 2 of 26 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 law of the State of Delaware
Number | 7 Sole Voting Power
|
of Shares | 1,010,000 SHARES
|
Beneficially | 8 Shared Voting Power
|
Owned By | 71,857,965 SHARES
|
Each | 9 Sole Dispositive Power
|
Reporting | 1,010,000 SHARES
|
Person | 10 Shared Dispositive Power
|
With | 71,857,965 SHARES
11 Aggregate Amount Beneficially Owned By Each Reporting Person
72,867,965 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)
83.48 PERCENT
14 Type Of Reporting Person*
HC, CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 75885510 Page 3 of 26
Pages
1 Name Of Reporting Person
S.S. Or I.R.S. Identification No. Of Above Person
Evergreen Acceptance Corporation Inc. (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 law of the State of Delaware
Number | 7 Sole Voting Power
|
of Shares | 0 SHARES
|
Beneficially | 8 Shared Voting Power
|
Owned By | 71,857,965 SHARES
|
Each | 9 Sole Dispositive Power
|
Reporting | 0 SHARES
|
Person | 10 Shared Dispositive Power
|
With | 71,857,965 SHARES
11 Aggregate Amount Beneficially Owned By Each Reporting Person
71,857,965 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)
82.33 PERCENT
14 Type Of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 75885510 Page 4 of 26 Pages
This Amendment No. 14 to the Schedule 13D amends the
Statement
on Schedule 13D, Amendment No. 13 (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 2. Identity And Background.
-----------------------
First Lincoln is a Delaware corporation whose principal
business
is as 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. Collins 3 Christina Center Director, Vice-Chairman of
the
Suite 1004 Board of Lincoln Holdings;
201 North Walnut St. Attorney-at-Law
Wilmington, DE 19801 3000 Post Oak Boulevard
Houston, Texas
David M. Taylor 3 Christina Center Treasurer and Assistant
Suite 1004 Secretary of First Lincoln
201 North Walnut St.
Wilmington, DE 19801
CUSIP No. 75885510 Page 5 of 26 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. Collins 3 Christina Center Director, Vice-Chairman of
the
Suite 1004 Board of Evergreen;
201 North Walnut St. Attorney-at-Law
Wilmington, DE 19801 3000 Post Oak Boulevard
Houston, Texas
David M. Taylor 3 Christina Center Director and Treasurer
Suite 1004 Evergreen
201 North Walnut St.
Wilmington, DE 19801
Item 3. Source And Amount Of Funds Or Other Consideration.
-------------------------------------------------
The source of funds for the purchase of additional shares of
Common Stock reported herein was the working capital of Evergreen.
The
total funds to purchase the Common Stock were $1,937,292. In
connection
with the transaction, First Lincoln and/or Evergreen incurred legal
fees
of less than $50,000.
Item 4. Purpose Of The Transaction.
--------------------------
On May 13, 1996, First Lincoln and Evergreen 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"). Pursuant to
that settlement, the Selling Stockholders, Regency, and Evergreen
executed
a Stock Purchase Agreement dated as of June 10, 1996, and on June 11,
1996
(i) Evergreen purchased, for a price of $.05 per share, 38,745,340
shares
of Common Stock owned by the Selling Stockholders, (ii) First Lincoln,
Evergreen and Regency released all claims against certain Selling
Stockholders and certain related parties arising out of the Proxy
Contest,
(iii) Regency released all claims against First Lincoln and Evergreen
and
certain related parties arising out of the Proxy Contest, (iv)
holders of
substantially all of the shares sold by the Selling Stockholders
released
all claims of any nature against First Lincoln, Evergreen, and certain
related parties, and (v) certain of the Selling Stockholders released
all
claims of any nature against Regency.
First Lincoln and/or Evergreen 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.
CUSIP No. 75885510 Page 6 of 26 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 72,867,965 shares, which represents 83.48%
of
the Common Stock. Of this aggregate number, First Lincoln is the
record
owner of 1,010,000 shares of Common Stock and Evergreen, a
wholly-owned
subsidiary of First Lincoln, is the record owner of 71,857,965 shares
of
Common Stock.
Except as reported herein, 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 are parties to the agreements
described in Item 4. The description of those agreements in Item 4 is
incorporated herein by reference.
Item 7. Material To Be Filed As Exhibits.
--------------------------------
The Form of Stock Purchase Agreement, which was executed as
of
June 11, 1996, is attached as Exhibit 1 to the Schedule and is
incorporated herein by reference.
Exhibit 2 Forms of Release executed and delivered in connection with
the
Stock Purchase Agreement
CUSIP No. 75885510 Page 7 of 26 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: June 12, 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: June 12, 1996 EVERGREEN ACCEPTANCE
CORPORATION, a Delaware corporation
By /s/ David M. Taylor
--------------------------------------
David M. Taylor, Treasurer
CUSIP No. 75885510 Page 8 of 26 Pages
EXHIBIT 2
Each of the undersigned, in consideration of the mutual
covenants set forth in the Stock Purchase Agreement dated
____________,
1996 by and among Evergreen Acceptance Corporation, a Delaware
corporation
("Evergreen"), Regency Equities Corp., a Delaware corporation
("Regency")
and the other persons party thereto as Sellers (the "Purchase
Agreement"),
hereby, on behalf of himself or itself, his or its representatives,
trustees, heirs, executors, administrators, affiliates and associates
(as
the later two terms are defined in Rule 12b-2 promulgated under the
Securities Exchange Act of 1934 in effect on the date hereof) fully,
finally, unconditionally, irrevocably and forever release and
discharge
each of Evergreen, First Lincoln Holdings, Inc., a Delaware
corporation,
Martin Oliner and each of their respective officers, directors,
predecessors, successors, agents, attorneys, representatives,
trustees,
affiliates, associates, parents, subsidiaries, accountants, heirs,
executors, administrators and assigns (the "Released Parties"), from
all
claims, rights, demands, suits, matters, issues and causes of action,
whether known or unknown, that have been or could have been asserted
in
any court of competent jurisdiction or arbitration proceeding, either
individually, derivatively or in any other capacity, from the
beginning of
time to and including the date hereof (the "Released Claims"),
including
without limitation any claims or fraud, misrepresentation,
non-disclosure,
coercion, duress or other claims that the Released Parties wrongfully
induced any of the undersigned to enter into the Purchase Agreement,
but
excluding any obligation, liability or claim arising under the
specific
terms of the Purchase Agreement and Exhibits thereto. Each of the
undersigned understands and acknowledges that the Released Claims
include
all claims of every nature and kind whatsoever, known or unknown,
choate
or inchoate, liquidated or unliquidated, suspected or unsuspected, and
that all rights under Section 1542 of the California Civil Code
("Section
1542") and under comparable laws in other jurisdictions hereby are
expressly waived. The consequences of such waiver have been explained
by
counsel to each of the undersigned. Section 1542 provides that "[a]
general release does not extend to claims which the creditor does not
know
or suspect to exist in his favor at the time of executing the release,
which if known by him must have materially affected his settlement
with
the debtor." Each of the undersigned acknowledges that he or it may
hereafter discover facts different from, or in addition to, those
which he
or it now knows or believes to be true with respect to the Released
Claims, and that he or it is expressly and intentionally releasing
unknown
claims, such that the releases contained in this Agreement shall be
and
remain effective in all respects notwithstanding such different or
additional facts or the discovery thereof. Each of the undersigned
represents that he or it has not heretofore assigned, transferred or
pledged, or purported to assign, transfer or pledge, to any person or
entity, any of the Released Claims. Each of the undersigned shall
indemnify, defend and hold harmless the persons hereby released from
and
against any claim, demand, debt, loss, obligation, liability, costs,
expense (including, without limitation attorneys' fees), right of
action
or cause of action based on, arising out of, or in connection with any
such actual or purported assignment, transfer or pledge.
REGENCY SHAREHOLDERS COMMITTEE
By: STEEL PARTNERS II, L.P.
By: Steel Partners, Ltd., the General
Partner of Steel Partners
Associates,
L.P. General Partner
By: _____________________________
Warren Lichenstein
Chairman of the Board
STEEL PARTNERS II, L.P.
By: Steel Partners, Ltd., the General
Partners Associates, L.P. General
Partner
By: _____________________________
Warren Lichenstein
Chairman of the Board
__________________________________
Warren Lichenstein
__________________________________
Lawrence Butler
__________________________________
Jack Howard
__________________________________
Ronald LaBow
__________________________________
Richard Sandler
Each of the undersigned, in consideration of the mutual
covenants set forth in the Stock Purchase Agreement dated
____________,
1996 (the "Purchase Agreement") among Evergreen Acceptance
Corporation, a
Delaware corporation ("Evergreen"), Regency Equities Corp., a Delaware
corporation ("Regency"), and the other persons party thereto as
Sellers,
and in acknowledgement of the benefits realized as a result of the
Purchase Agreement (including, without limitation, execution of mutual
releases) hereby, on behalf of himself or itself, his or its
representatives, trustees, heirs, executors, administrators,
affiliates
and associates (as the latter two terms are defined in Rule 12b-2
promulgated under the Securities Exchange Act of 1934 in effect on the
date hereof) fully, finally, unconditionally, irrevocably and forever
release and discharge each of Regency, its current directors,
officers,
employees, attorneys, representatives and agents and their
predecessors,
successors, agents, attorneys, representatives, trustees, affiliates,
associates, parents, subsidiaries, accountants, heirs, executors,
administrators and assigns (the "Released Parties"), from all claims,
rights, demands, suits, matters, leases and cause of action, whether
known
or unknown, that have been or could have been asserted in any court of
competent jurisdiction or arbitration proceeding, either individually,
derivatively or in any other capacity, from the beginning of time to
and
including the date hereof (the "Released Claims"), including without
limitation any claims or fraud, misrepresentation, non-disclosure,
coercion, duress or other claims that the Released Parties wrongfully
induced any of the undersigned to enter into the Purchase Agreement,
but
excluding any obligation, liability or claim under the Purchase
Agreement.
Each of the undersigned understands and acknowledges that the Released
Claims include all claims of every nature and kind whatsoever, known
or
unknown, choate or inchoate, liquidated or unliquidated, suspected or
unsuspected, and that all rights under Section 1542 of the California
Civil Code ("Section 1542") and under comparable laws in other
jurisdictions hereby are expressly waived. The consequences of such
waiver have been explained by counsel to each of the undersigned.
Section
1542 provides that "[a] general release does not extend to claims
which
the creditor does not know or suspect to exist in his favor at the
time of
executing the release, which if known by him must have materially
affected
his settlement with the debtor." Each of the undersigned acknowledges
that he or it may hereafter discover facts different from, or in
addition
to, those which he or it now knows or believes to be true with
respect to
the Released Claims, and that he or it is expressly and intentionally
releasing unknown claims, such that the release contained in this
Agreement shall be and remain effective in all respects
notwithstanding
such different or additional facts or the discovery thereof. Each of
the
undersigned represents that he or it has not heretofore assigned,
transferred or pledged, or purported to assign, transfer or pledge, to
any
person or entity, any of the Released Claims. Each of the undersigned
shall indemnify, defend and hold harmless the persons hereby released
from
and against any claim, demand, debt, loss, obligation, liability,
cost,
expense (including, without limitation, attorneys' fees), right of
action
or cause of action based on, arising out of, or in connection with,
any
such actual or purported assignment, transfer or pledge.
REGENCY SHAREHOLDERS COMMITTEE
By: STEEL PARTNERS II, L.P.
By: Steel Partners, Ltd., the
General Partner of Steel
Partners Associates, L.P.,
General Partner
By:_______________________________
Warren Lichtenstein
Chairman of the Board
STEEL PARTNERS II, L.P.
By: Steel Partners, Ltd., the
General Partner of Steel Partners
Associates, L.P., General Partner
By:_______________________________
Warren Lichtenstein
Chairman of the Board
__________________________________
Warren Lichtenstein
__________________________________
Lawrence Butler
__________________________________
Jack Howard
__________________________________
Ronald LaBow
__________________________________
Richard Sandler
The undersigned, in consideration of the mutual covenants
set
forth in the Stock Purchase Agreement dated ____________, 1996 (the
"Purchase Agreement") among Evergreen Acceptance Corporation, a
Delaware
corporation ("Evergreen"), Regency Equities Corp., a Delaware
corporation
("Regency"), and the other persons party thereto as Sellers and in
acknowledgement of the benefits realized as a result of the Purchase
Agreement (including, without limitation, execution of mutual
releases)
hereby, on behalf of itself, its representatives, trustees, heirs,
executors, administrators, affiliates and associates (as the latter
two
terms are defined in Rule 12b-2 promulgated under the Securities
Exchange
Act of 1934 in effect on the date hereof) fully, finally,
unconditionally,
irrevocably and forever release and discharge each of Evergreen, First
Lincoln Holdings, Inc., a Delaware corporation, Martin Oliner and each
of
their respective officers, directors, predecessors, successors,
agents,
attorneys, representatives, trustees, affiliates, associates, parents,
subsidiaries, accountants, heirs, executors, administrators and
assigns,
from all claims, rights, demands, suits, matters, issues and causes of
action, whether known or unknown, that have been or could have been
asserted in any court of competent jurisdiction or arbitration
proceeding,
either individually, derivatively or in any other capacity, from the
beginning of time to and including the date hereof as a result of the
proxy contest in connection with the 1995 Annual Meeting of
Stockholders
of Regency (the "Released Claims"), other than any obligation or
liability
or claim under the Purchase Agreement. The undersigned understands
and
acknowledges that the Released Claims include all claims of every
nature
and kind whatsoever, known or unknown, choate or inchoate, liquidated
or
unliquidated, suspected or unsuspected, and that all rights under
Section
1542 of the California Civil Code ("Section 1542") and under
comparable
laws in other jurisdictions hereby are expressly waived. The
consequences
of such waiver have been explained by counsel to the undersigned.
Section
1542 provides that "[a] general release does not extend to claims
which
the creditor does not know or suspect to exist in his favor at the
time of
executing the release, which if known by him must have materially
affected
his settlement with the debtor." The undersigned acknowledges that it
may
hereafter discover facts different from, or in addition to, those
which it
now knows or believes to be true with respect to the Released Claims,
and
that it is expressly and intentionally releasing unknown claims, such
that
the releases contained in this Release shall be and remain effective
in
all respects notwithstanding such different or additional facts or the
discovery thereof. The undersigned represents that it has not
heretofore
assigned, transferred or pledged, or purported to assign, transfer or
pledge, to any person or entity, any of the Released Claims. The
undersigned shall indemnify, defend and hold harmless the persons
hereby
released from and against any claim, demand, debt, loss, obligation,
liability, cost, expense (including, without limitation, attorneys'
fees),
right of action or cause of action based on, arising out of, or in
connection with, any such actual or purported assignment, transfer or
pledge.
REGENCY EQUITIES CORP.
By: _____________________________
Name:
Title:
Each of the undersigned, in consideration of the mutual
covenants set forth in the Stock Purchase Agreement dated
____________,
1996 by and among Evergreen Acceptance Corporation, a Delaware
corporation
("Evergreen"), Regency Equities Corp., a Delaware corporation
("Regency")
and the other persons party thereto as Sellers (the "Purchase
Agreement"),
hereby, on behalf of himself or itself, his or its representatives,
trustees, heirs, executors, administrators, affiliates and associates
(as
the later two terms are defined in Rule 12b-2 promulgated under the
Securities Exchange Act of 1934 in effect on the date hereof) fully,
finally, unconditionally, irrevocably and forever release and
discharge
each of Evergreen, First Lincoln Holdings, Inc., a Delaware
corporation,
Martin Oliner and each of their respective officers, directors,
predecessors, successors, agents, attorneys, representatives,
trustees,
affiliates, associates, parents, subsidiaries, accountants, heirs,
executors, administrators and assigns (the "Released Parties"), from
all
claims, rights, demands, suits, matters, issues and causes of action,
whether known or unknown, that have been or could have been asserted
in
any court of competent jurisdiction or arbitration proceeding, either
individually, derivatively or in any other capacity, from the
beginning of
time to and including the date hereof (the "Released Claims"),
including
without limitation any claims or fraud, misrepresentation,
non-disclosure,
coercion, duress or other claims that the Released Parties wrongfully
induced any of the undersigned to enter into the Purchase Agreement,
but
excluding any obligation, liability or claim arising under the
specific
terms of the Purchase Agreement and Exhibits thereto. Each of the
undersigned understands and acknowledges that the Released Claims
include
all claims of every nature and kind whatsoever, known or unknown,
choate
or inchoate, liquidated or unliquidated, suspected or unsuspected, and
that all rights under Section 1542 of the California Civil Code
("Section
1542") and under comparable laws in other jurisdictions hereby are
expressly waived. The consequences of such waiver have been explained
by
counsel to each of the undersigned. Section 1542 provides that "[a]
general release does not extend to claims which the creditor does not
know
or suspect to exist in his favor at the time of executing the release,
which if known by him must have materially affected his settlement
with
the debtor." Each of the undersigned acknowledges that he or it may
hereafter discover facts different from, or in addition to, those
which he
or it now knows or believes to be true with respect to the Released
Claims, and that he or it is expressly and intentionally releasing
unknown
claims, such that the releases contained in this Agreement shall be
and
remain effective in all respects notwithstanding such different or
additional facts or the discovery thereof. Each of the undersigned
represents that he or it has not heretofore assigned, transferred or
pledged, or purported to assign, transfer or pledge, to any person or
entity, any of the Released Claims. Each of the undersigned shall
indemnify, defend and hold harmless the persons hereby released from
and
against any claim, demand, debt, loss, obligation, liability, costs,
expense (including, without limitation attorneys' fees), right of
action
or cause of action based on, arising out of, or in connection with any
such actual or purported assignment, transfer or pledge.
[Signatures on following page]
SELLERS:
_________________________________
Name:
_________________________________
Name:
_________________________________
Name:
_________________________________
Name:
_________________________________
Name:
_________________________________
Name:
_________________________________
Name:
_________________________________
Name:
_________________________________
Name:
_________________________________
Name:
_________________________________
Name:
[Additional signature pages may be added as needed.]
Each of the undersigned, in consideration of the mutual
covenants set forth in the Stock Purchase Agreement dated
____________,
1996 by and among Evergreen Acceptance Corporation, a Delaware
corporation
("Evergreen"), Regency Equities Corp., a Delaware corporation
("Regency"),
and the other persons party thereto as Sellers (the "Purchase
Agreement"),
hereby on himself or itself, his or its representatives, trustees,
heirs,
executors, administrators, affiliates and associates (as the later two
terms are defined in Rule 12b-2 promulgated under the Securities
Exchange
Act of 1934 in effect on the date hereof) fully, finally,
unconditionally,
irrevocably and forever release and discharge each of Warren
Lichenstein,
Lawrence Butler, Jack Howard, Ronald LaBow, Steel Partners II, L.P., a
Delaware limited partnership, Richard Sandler and each other Seller
(as
such term is defined in the Purchase Agreement) and each of their
respective officers, directors, predecessors, successors, agents,
attorneys, representatives, trustees, affiliates, associates, parents,
subsidiaries, accountants, heirs, executors, administrators and
assigns
(the "Released Parties"), from all claims, rights, demands, suits,
matters, issues and causes of action, whether known or unknown, that
have
been or could have been asserted in any court of competent
jurisdiction or
arbitration proceeding, either individually, derivatively or in any
other
capacity, from the beginning of time to and including the date hereof
as a
result of the proxy contest in connection with the 1995 Annual Meeting
of
Stockholders of Regency (the "Released Claims"), other than any
obligation
or liability or claim under the Purchase Agreement and Exhibits
thereto.
Each of the undersigned understands and acknowledges that the Released
Claims include all claims of every nature and kind whatsoever, known
or
unknown, choate or inchoate, liquidated or unliquidated, suspected or
unsuspected, and that all rights under Section 1542 of the California
Civil Code ("Section 1542") and under comparable laws in other
jurisdictions hereby are expressly waived. The consequences of such
waiver have been explained by counsel to each of the undersigned.
Section
1542 provides that "[a] general release does not extend to claims
which
the creditor does not know or suspect to exist in his favor at the
time of
executing the release, which if known by him must have materially
affected
his settlement with the debtor." Each of the undersigned acknowledges
that he or it may hereafter discover facts different from, or in
addition
to, those which he or it now knows or believes to be true with respect
to
the Released Claims, and that he or it is expressly and intentionally
releasing unknown claims, such that the releases contained in this
Agreement shall be and remain effective in all respects
notwithstanding
such different or additional facts or the discovery thereof. Each of
the
undersigned represents that he or it has not heretofore assigned,
transferred or pledged, or purported to assign, transfer or pledge, to
any
person or entity, any of the Released Claims. Each of the undersigned
shall indemnify, defend and hold harmless the persons hereby released
from
and against any claim, demand, debt, loss, obligation, liability,
cost,
expense (including, without limitation, attorneys' fees), right of
action
or cause of action based on, arising out of, or in connection with any
such actual or purported assignment, transfer or pledge.
__________________________________
Martin Oliner
FIRST LINCOLN HOLDINGS, INC.
By:_______________________________
Name:
Title:
EVERGREEN ACCEPTANCE CORPORATION
By:_______________________________
Name:
Title:
The undersigned, in consideration of the mutual covenants
set
forth in the Stock Purchase Agreement dated ____________, 1996 (the
"Purchase Agreement") among Evergreen Acceptance Corporation
("Evergreen"), a Delaware corporation, Regency Equities Corp., a
Delaware
corporation ("Regency"), and the other persons party thereto as
Sellers
and in acknowledgement of the benefits realized as a result of the
Purchase Agreement (including, without limitation, execution of mutual
releases) hereby, on behalf of itself, its representatives, trustees,
heirs, executors, administrators, affiliates and associates (as the
latter
two terms are defined in Rule 12b-2 promulgated under the Securities
Exchange Act of 1934 in effect on the date hereof) fully, finally,
unconditionally, irrevocably and forever releases and discharges each
of
the Regency Shareholders Committee, Steel Partners II, L.P., a
Delaware
limited partnership, Warren Lichtenstein, Lawrence Butler, Jack
Howard,
Ronald LaBow, Richard Sandler and each other Seller (as such term is
defined in the Purchase Agreement) and each of their respective
officers,
directors, predecessors, successors, agents, attorneys,
representatives,
trustees, affiliates, associates, parents, subsidiaries, accountants,
heirs, executors, administrators and assigns, from all claims, rights,
demands, suits, matters, issues and causes of action, whether known or
unknown, that have been or could have been asserted in any court of
competent jurisdiction or arbitration proceeding, either individually,
derivatively or in any other capacity, from the beginning of time to
and
including the date hereof as a result of the proxy contest in
connection
with the 1995 Annual Meeting of Stockholders of Regency (the "Released
Claims") other than any obligation or liability or claim under the
Purchase Agreement and Exhibits thereto. The undersigned understands
and
acknowledges that the Released Claims include all claims of every
nature
and kind whatsoever, known or unknown, choate or inchoate, liquidated
or
unliquidated, suspected or unsuspected, and that all rights under
Section
1542 of the California Civil Code ("Section 1542") and under
comparable
laws in other jurisdictions hereby are expressly waived. The
consequences
of such waiver have been explained by counsel to the undersigned.
Section
1542 provides that "[a] general release does not extend to claims
which
the creditor does not know or suspect to exist in his favor at the
time of
executing the release, which if known by him must have materially
affected
his settlement with the debtor." The undersigned acknowledges that it
may
hereafter discover facts different from, or in addition to, those
which it
now knows or believes to be true with respect to the Released Claims,
and
that it is expressly and intentionally releasing unknown claims, such
that
the releases contained in this Release shall be and remain effective
in
all respects notwithstanding such different or additional facts or the
discovery thereof. The undersigned represents that it has not
heretofore
assigned, transferred or pledged, or purported to assign, transfer or
pledge, to any person or entity, any of the Released Claims. The
undersigned shall indemnify, defend and hold harmless the persons
hereby
released from and against any claim, demand, debt, loss, obligation,
liability, cost, expense (including, without limitation, attorneys'
fees),
right of action or cause of action based on, arising out of, or in
connection with, any such actual or purported assignment, transfer or
pledge.
REGENCY EQUITIES CORP.
By: _____________________________
Name:
Title:
The undersigned, in consideration of the mutual covenants
set
forth in the Stock Purchase Agreement dated ____________, 1996 (the
"Purchase Agreement") among Evergreen Acceptance Corporation, a
Delaware
corporation ("Evergreen"), Regency Equities Corp., a Delaware
corporation
("Regency"), and the other persons party thereto as Sellers, and in
acknowledgement of the benefits realized as a result of the Purchase
Agreement (including, without limitation, execution of mutual
releases)
hereby, on behalf of himself or itself, his or its representatives,
trustees, heirs, executors, administrators, affiliates and associates
(as
the latter two terms are defined in Rule 12b-2 promulgated under the
Securities Exchange Act of 1934 in effect on the date hereof) fully,
finally, unconditionally, irrevocably and forever release and
discharge
each of R A Partnership and EJ Associates, and each of their current
directors, officers, employees, attorneys, representatives and agents
and
their predecessors, successors, agents, attorneys, representatives,
trustees, affiliates, associates, parents, subsidiaries, accountants,
heirs, executors, administrators and assigns (the "Released Parties"),
from all claims, rights, demands, suits, matters, leases and cause of
action, whether known or unknown, that have been or could have been
asserted in any court of competent jurisdiction or arbitration
proceeding,
either individually, derivatively or in any other capacity, from the
beginning of time to and including the date hereof (the "Released
Claims"), including without limitation any claims or fraud,
misrepresentation, non-disclosure, coercion, duress or other claims
that
the Released Parties wrongfully induced the undersigned to enter into
the
Purchase Agreement, but excluding any obligation, liability or claim
under
the Purchase Agreement. The undersigned understands and acknowledges
that
the Released Claims include all claims of every nature and kind
whatsoever, known or unknown, choate or inchoate, liquidated or
unliquidated, suspected or unsuspected, and that all rights under
Section
1542 of the California Civil Code ("Section 1542") and under
comparable
laws in other jurisdictions hereby are expressly waived. The
consequences
of such waiver have been explained by counsel to the undersigned.
Section
1542 provides that "[a] general release does not extend to claims
which
the creditor does not know or suspect to exist in his favor at the
time of
executing the release, which if known by him must have materially
affected
his settlement with the debtor." The undersigned acknowledges that it
may
hereafter discover facts different from, or in addition to, those
which it
now knows or believes to be true with respect to the Released Claims,
and
that it is expressly and intentionally releasing unknown claims, such
that
the release contained in this Agreement shall be and remain effective
in
all respects notwithstanding such different or additional facts or the
discovery thereof. The undersigned represents that it has not
heretofore
assigned, transferred or pledged, or purported to assign, transfer or
pledge, to any person or entity, any of the Released Claims. The
undersigned shall indemnify, defend and hold harmless the persons
hereby
released from and against any claim, demand, debt, loss, obligation,
liability, cost, expense (including, without limitation, attorneys'
fees),
right of action or cause of action based on, arising out of, or in
connection with, any such actual or purported assignment, transfer or
pledge.
Regency Equities Corp.
By: _______________________
Name:
Title:
Each of the undersigned, in consideration of the mutual covenants
set
forth in the Stock Purchase Agreement dated ____________, 1996 (the
"Purchase Agreement") among Evergreen Acceptance Corporation, a
Delaware
corporation ("Evergreen"), Regency Equities Corp., a Delaware
corporation
("Regency"), and the other persons party thereto as Sellers, and in
acknowledgement of the benefits realized as a result of the Purchase
Agreement (including, without limitation, execution of mutual
releases)
hereby, on behalf of himself or itself, his or its representatives,
trustees, heirs, executors, administrators, affiliates and associates
(as
the latter two terms are defined in Rule 12b-2 promulgated under the
Securities Exchange Act of 1934 in effect on the date hereof) fully,
finally, unconditionally, irrevocably and forever release and
discharge
each of Regency, its current directors, officers, employees,
attorneys,
representatives and agents and their predecessors, successors, agents,
attorneys, representatives, trustees, affiliates, associates, parents,
subsidiaries, accountants, heirs, executors, administrators and
assigns
(the "Released Parties"), from all claims, rights, demands, suits,
matters, leases and cause of action, whether known or unknown, that
have
been or could have been asserted in any court of competent
jurisdiction or
arbitration proceeding, either individually, derivatively or in any
other
capacity, from the beginning of time to and including the date hereof
(the
"Released Claims"), including without limitation any claims or fraud,
misrepresentation, non-disclosure, coercion, duress or other claims
that
the Released Parties wrongfully induced any of the undersigned to
enter
into the Purchase Agreement, but excluding any obligation, liability
or
claim under the Purchase Agreement. Each of the undersigned
understands
and acknowledges that the Released Claims include all claims of every
nature and kind whatsoever, known or unknown, choate or inchoate,
liquidated or unliquidated, suspected or unsuspected, and that all
rights
under Section 1542 of the California Civil Code ("Section 1542") and
under
comparable laws in other jurisdictions hereby are expressly waived.
The
consequences of such waiver have been explained by counsel to each of
the
undersigned. Section 1542 provides that "[a] general release does not
extend to claims which the creditor does not know or suspect to exist
in
his favor at the time of executing the release, which if known by him
must
have materially affected his settlement with the debtor." Each of the
undersigned acknowledges that he or it may hereafter discover facts
different from, or in addition to, those which he or it now knows or
believes to be true with respect to the Released Claims, and that he
or it
is expressly and intentionally releasing unknown claims, such that the
release contained in this Agreement shall be and remain effective in
all
respects notwithstanding such different or additional facts or the
discovery thereof. Each of the undersigned represents that he or it
has
not heretofore assigned, transferred or pledged, or purported to
assign,
transfer or pledge, to any person or entity, any of the Released
Claims.
Each of the undersigned shall indemnify, defend and hold harmless the
persons hereby released from and against any claim, demand, debt,
loss,
obligation, liability, cost, expense (including, without limitation,
attorneys' fees), right of action or cause of action based on, arising
out
of, or in connection with, any such actual or purported assignment,
transfer or pledge.
EJ Associates
By: __________________________
Name:
Title:
RA Partnership
By: __________________________
Name:
Title:
