SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)(1)
REGENCY EQUITIES CORP.
- --------------------------------------------------------------------------------
(Name of issuer)
COMMON STOCK, $.01 PAR VALUE
- --------------------------------------------------------------------------------
(Title of class of securities)
758855100
- --------------------------------------------------------------------------------
(CUSIP number)
STEVEN WOLOSKY, ESQUIRE
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
505 Park Avenue
New York, New York 10022
(212) 753-7200
- --------------------------------------------------------------------------------
(Name, address and telephone number of person
authorized to receive notices and communications)
JUNE 11, 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.
(Continued on following pages)
(Page 1 of 40 Pages)
Exhibit Index on Page 26
- --------
(1) 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 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 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
REGENCY SHAREHOLDERS COMMITTEE
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC, PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH
REPORTING
PERSON WITH
-----------------------------------------------------------------
8 SHARED VOTING POWER
-0-
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0-
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
N/A
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
00
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
================================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
STEEL PARTNERS II, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH
REPORTING
PERSON WITH
-----------------------------------------------------------------
8 SHARED VOTING POWER
-0-
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0-
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
N/A
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
================================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
WARREN LICHTENSTEIN
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
USA
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH
REPORTING
PERSON WITH
-----------------------------------------------------------------
8 SHARED VOTING POWER
-0-
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0-
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
N/A
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
================================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
LAWRENCE BUTLER
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
USA
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH
REPORTING
PERSON WITH
-----------------------------------------------------------------
8 SHARED VOTING POWER
-0-
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0-
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
N/A
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
================================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
RICHARD SANDLER
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
USA
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH
REPORTING
PERSON WITH
-----------------------------------------------------------------
8 SHARED VOTING POWER
-0-
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0-
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
N/A
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
================================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
M&L 1981 TRUSTS
RICHARD SANDLER, TRUSTEE
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
CALIFORNIA
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH
REPORTING
PERSON WITH
-----------------------------------------------------------------
8 SHARED VOTING POWER
-0-
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0-
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
N/A
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
================================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
L&S 1981 TRUSTS
RICHARD SANDLER, TRUSTEE
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
CALIFORNIA
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH
REPORTING
PERSON WITH
-----------------------------------------------------------------
8 SHARED VOTING POWER
-0-
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0-
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
N/A
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
================================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
RONALD LABOW
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
USA
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH
REPORTING
PERSON WITH
-----------------------------------------------------------------
8 SHARED VOTING POWER
-0-
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0-
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
N/A
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
================================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
JACK HOWARD
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
USA
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH
REPORTING
PERSON WITH
-----------------------------------------------------------------
8 SHARED VOTING POWER
-0-
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0-
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
N/A
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
================================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
ROBERT FROME
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
USA
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 40,000
OWNED BY
EACH
REPORTING
PERSON WITH
-----------------------------------------------------------------
8 SHARED VOTING POWER
-0-
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
40,000
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
40,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.05%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
================================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
ROBERT FROME PENSION AND PROFIT SHARE
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
USA
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH
REPORTING
PERSON WITH
-----------------------------------------------------------------
8 SHARED VOTING POWER
-0-
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0-
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
N/A
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Amendment No. 3 amends the Schedule 13D dated December
29, 1994, as amended heretofore (the "Schedule 13D"), jointly filed by the
undersigned. Pursuant to Rule 101 of Regulation S-T, this Amendment No. 3 amends
and restates the Schedule 13D to read in its entirety as follows:
ITEM 1. SECURITY AND ISSUER.
This statement relates to shares (the "Shares") of the Common
Stock, par value $.01 per share, of Regency Equities Corp. ("Issuer"). The
principal executive offices of the Issuer are located at 3660 Wilshire
Boulevard, Suite 336, Los Angeles, California 90010.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is being filed on behalf of the Regency
Shareholders Committee (the "Regency Shareholders Committee"), Richard Sandler,
individually and as trustee of each of the M&L 1981 Trusts and the L&S 1981
Trusts, and Robert Frome. The Regency Shareholders Committee is not a business
entity and has no place of organization, principal business or business address.
The Regency Shareholders Committee can be contacted through Warren Lichtenstein,
Chairman of the Regency Shareholders Committee, c/o Steel Partners II, L.P., 750
Lexington Avenue, 27th Floor, New York, New York 10022.
The Regency Shareholders Committee is composed of Warren
Lichtenstein, Lawrence Butler, Jack Howard and Ronald LaBow. Information set
forth below relating solely to each of them is provided by such individual. On
June 10, 1996, the Regency Shareholders Committee was disbanded and therefore it
is no longer a reporting person.
Steel Partners II, L.P. ("Steel") is a Delaware limited
partnership. The principal business of Steel is investing in the securities of
micro-cap companies. The general partner of Steel is Steel Partners, L.L.C.
("Partners LLC"), a Delaware limited liability company. The principal business
address of Steel and Partners LLC is 750 Lexington Avenue, 27th Floor, New York,
New York 10022. The sole executive officers and members of Partners LLC are as
follows: Warren G. Lichtenstein is Chairman of the Board, Secretary and a
member; and Lawrence Butler is President, Treasurer and a member. The principal
business address of each of Warren G. Lichtenstein and Lawrence Butler is 750
Lexington Avenue, 27th Floor, New York, New York 10022. Each of the executive
officers and directors of Partners LLC is a citizen of the United States of
America.
The principal occupation of Mr. Lichtenstein and Mr. Butler is
investing in securities of microcap companies. In addition, Mr. Butler is the
president of Alpha Technologies Group,
<PAGE>
Inc., a NASDAQ company engaged in the electronics components business.
Richard Sandler is an attorney in private practice with an
office at 844 Moraga Drive, Los Angeles, California 90049. Mr. Sandler is a
citizen of the United States of America. Mr. Sandler is the sole trustee of each
of the L&S 1981 Trusts and the M&L 1981 Trusts. The business address of each of
the L&S 1981 Trusts and the M&L 1981 Trusts is 844 Moraga Drive, Los Angeles,
California 90049.
Ronald LaBow is Chairman of the Board of WHX Corporation and
President of Stonehill Investment Corp. Mr. LaBow's business address is 110 East
59th Street, New York, New York 10019. Mr. LaBow is a citizen of the United
States of America.
Jack L. Howard is affiliated with the brokerage firm of Mutual
Securities, Inc., a division of Cowles Sabol & Co. The principal business
address of Jack L. Howard is 2927 Montecito Avenue, Santa Rosa, California
95404. Mr. Howard is a citizen of the United States of America.
Robert Frome is Senior Partner of Olshan Grundman Frome &
Rosenzweig LLP, counsel to the Regency Shareholders Committee. Mr. Frome's
business address is 505 Park Avenue, New York, New York 10022. Mr. Frome is a
citizen of the United States of America.
During the past five years, none of Steel, Partners LLC,
Warren G. Lichtenstein, Lawrence Butler, Richard Sandler, Ronald LaBow, Jack L.
Howard or Robert Frome has been convicted in a 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 which proceeding such person was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, Federal or State securities laws or finding any violation
with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The aggregate purchase price for the 6,519,625 Shares
purchased by Steel was $835,238. Steel used its working capital to purchase such
Shares.
The aggregate purchase price for the 346,000 Shares purchased
by Richard Sandler, individually, was approximately $56,888. Mr. Sandler used
his personal funds to purchase such Shares.
The aggregate purchase price for the 1,765,000 Shares
purchased by the M&L 1981 Trusts was approximately $388,300. The M&L 1981 Trusts
used their working capital to purchase such Shares.
<PAGE>
The aggregate purchase price for the 885,000 Shares purchased
by the L&S 1981 Trusts was approximately $194,700. The L&S 1981 Trusts used
their working capital to purchase such Shares.
The aggregate purchase price for the 50,000 Shares purchased
by Jack Howard was $6,252.50. Mr. Howard used his personal funds to purchase
such Shares.
ITEM 4. PURPOSE OF TRANSACTION.
The Regency Shareholders Committee was formed because it
believed that the market price of the Common Stock did not reflect the
underlying value of the Issuer and believed that based upon its knowledge of the
Issuer, the total or partial liquidation of the Issuer may have been in the best
interests of the Issuer's stockholders. Since the time of its formation, the
Regency Shareholders Committee has negotiated with various parties and pursued
various alternatives in considering ways to maximize value for stockholders of
the Issuer.
In furtherance thereof, pursuant to the terms of a Stock
Purchase Agreement ("Purchase Agreement"), dated June 10, 1996, by and among
Evergreen Acceptance Corporation ("Evergreen"), a wholly owned subsidiary of
First Lincoln Holdings, Inc., each of the persons set forth on Schedule I
attached thereto ("Sellers"), and Regency Equities Corp. ("Regency"), each of
the undersigned, with the exception of Robert Frome, sold to Evergreen,
effective June 11, 1996, all of the Shares owned by such party. Reference is
made to Exhibit C for the complete terms of the Purchase Agreement. The Purchase
Agreement provides, among other things, for the purchase by Evergreen of the
Shares owned by each of the Sellers for $.05 per share upon delivery by each
such Seller of its certificates representing the Seller's Shares to be
purchased. The Purchase Agreement also provides for the granting of mutual
releases among the various parties to the Purchase Agreement and certain related
parties.
As described in Item 5, each member of the Regency
Shareholders Committee sold all of its Shares to Evergreen, effective June 11,
1996, pursuant to the terms of the Purchase Agreement, and presently own no
shares of Common Stock. Mr. Frome sold all Shares beneficially owned by him with
the exception of 40,000 Shares.
Mr. Frome intends to hold his shares of Common Stock for
investment purposes. Mr. Frome intends to review on a continuing basis his
investment in the Issuer and may decide to increase or decrease such investment.
The extent of any such increase or decrease would depend upon the price and
availability of the Issuer's securities, subsequent developments affecting the
Issuer, the Issuer's business and prospects, other investment and business
opportunities available to Mr. Frome, general stock market and
<PAGE>
economic conditions, tax considerations, and other factors. Except as otherwise
indicated in this Item 4, Mr. Frome has no plans or proposals with respect to
the Issuer that relate to or that could result in any of the actions specified
in clauses (a) through (j) of Item 4 of Schedule 13D.
None of the undersigned, individually or in the aggregate,
beneficially own 5% or greater of the outstanding Shares of Common Stock, and
have no further 13D reporting obligations beyond this Amendment No. 3.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
As reported in its Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996, the Issuer had 87,283,661 shares of Common Stock
outstanding on May 6, 1996. Effective June 10, 1996, Evergreen purchased all of
the Shares beneficially owned by each member of the Regency Shareholders
Committee, the Shares owned by Richard Sandler, beneficially and as trustee, and
certain of the Shares beneficially owned by Robert Frome. Such Shares were sold
for the amounts listed on Schedule A hereto.
Robert Frome and the Robert Frome Pension and Profit share
sold 45,000 and 15,000 Shares, respectively, to Evergreen pursuant to the terms
of the Purchase Agreement, and Mr. Frome presently owns 40,000 Shares. Mr. Frome
has the sole right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the Shares beneficially owned by him.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
On December 30, 1994, Steel, Ronald LaBow and Richard Sandler
entered into an agreement providing for the sharing of costs incurred by the
Regency Shareholders Committee in connection with the proxy contest to elect the
Slate and agreed to indemnify nominees for directors of the Issuer selected by
the Regency Shareholders Committee. A copy of the agreement has been filed as
Exhibit A and incorporated herein by reference.
On June 10, 1996, the undersigned entered into the Purchase
Agreement, a copy of which is attached hereto as Exhibit C. See Item 4 for a
brief description of the Purchase Agreement. Other than as described herein,
there are no contracts, arrangements or understanding among the undersigned, or
between the undersigned and any other Person, with respect to the securities of
the Issuer.
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A - Agreement dated December 30, 1994, among Steel, Ronald
LaBow and Richard Sandler.
Exhibit B - Joint Filing Agreement among Steel, Warren Lichtenstein,
Lawrence Butler, Richard Sandler (individually and as
trustee), Ronald LaBow and Jack L. Howard.
Exhibit C - Stock Purchase Agreement, dated June 10, 1996, by and
among Evergreen Acceptance Corporation, each of the
persons set forth on Schedule I attached thereto and
Regency Equities Corp.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: June 14, 1996
STEEL PARTNERS II, L.P.,
By: STEEL PARTNERS, L.L.C.,
general partner
By: /s/ WARREN LICHTENSTEIN
-----------------------
Warren Lichtenstein,
Chairman of the Board
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: June 14, 1996
/s/ WARREN LICHTENSTEIN
-----------------------
WARREN LICHTENSTEIN
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: June 14, 1996
/s/ LAWRENCE BUTLER
-------------------
LAWRENCE BUTLER
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: June 14, 1996
/s/ RICHARD SANDLER
-------------------
RICHARD SANDLER, individually and
as Trustee
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: June 14, 1996
/s/ RONALD LABOW
----------------
RONALD LABOW
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: June 14, 1996
/s/ JACK HOWARD
---------------
JACK HOWARD
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: June 14, 1996
/s/ ROBERT FROME
----------------
ROBERT FROME
ROBERT FROME
PENSION & PROFIT SHARE
By: /s/ Robert Frome
----------------
Robert Frome
<PAGE>
SCHEDULE A
Transactions in the Shares Within the Past 60 Days
Shares of Common Price Per Date of
Stock Sold Share Sale
---------- ----- ----
STEEL PARTNERS II, L.P.
6,569,625 $.05 06/11/96
RICHARD SANDLER
346,875 $.05 06/11/96
M&L 1981 TRUSTS, RICHARD SANDLER TRUSTEE
1,765,000 $.05 06/11/96
L&S 1981 TRUSTS, RICHARD SANDLER TRUSTEE
885,000 $.05 06/11/96
JACK HOWARD
50,000 $.05 06/11/96
ROBERT FROME
45,000 $.05 06/11/96
ROBERT FROME PENSION AND PROFIT SHARE
15,000 $.05 06/11/96
<PAGE>
EXHIBIT INDEX
Exhibit Page
A Agreement dated December 30,
1994, among Steel, Ronald LaBow
and Richard Sandler. (previously
filed)
B Joint Filing Agreement among
Steel, Warren Lichtenstein,
Lawrence Butler, Richard Sandler
(individually and as trustee),
Ronald LaBow and Jack L. Howard.
(previously filed)
C Stock Purchase Agreement, dated 27
June 10, 1996, by and among
Evergreen Acceptance Corporation,
each of the persons set forth on
Schedule I attached thereto and
Regency Equities Corp.
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT made this 10th day of June, 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 March 31, 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.
<PAGE>
(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,
<PAGE>
as amended, 17 C.F.R. ss. 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
<PAGE>
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:
<PAGE>
(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.
<PAGE>
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.
<PAGE>
(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
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
<PAGE>
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.
<PAGE>
(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.
<PAGE>
(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
<PAGE>
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
<PAGE>
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:/s/----------------------------
Name:
Title:
REGENCY EQUITIES CORP.
By:/s/----------------------------
Name:
Title:
[Sellers' signatures appear on following page(s).]
<PAGE>
SELLERS:
By:/s/-------------------------------
Name:
By:/s/-------------------------------
Name:
By:/s/-------------------------------
Name:
By:/s/-------------------------------
Name:
By:/s/-------------------------------
Name:
By:/s/-------------------------------
Name:
By:/s/-------------------------------
Name:
By:/s/-------------------------------
Name:
By:/s/-------------------------------
Name:
By:/s/-------------------------------
Name:
By:/s/-------------------------------
Name:
[Additional signature pages may be added as needed.]
<PAGE>
SCHEDULE 1
NAME
1. Steel Partners II, L.P.
2. Jack Howard
3. RA Partnership
4. EJ Associates
5. Ralph Finerman
6. Ralph Finerman,
Custodian
Alissa Hillary Finerman
6. Ralph Finerman,
Custodian
Adam William Finerman
7. Richard V. Sandler
8. Richard V. Sandler,
Trustee, M&L 1981 Trust
FBO LAM
9. Richard V. Sandler,
Trustee, M&L 1981 Trust
FBO GAM
10. Richard V. Sandler,
Trustee, M&L 1981 Trust
FBO BMM
11. Richard V. Sandler,
Trustee, L&S 1981 Trust
FBO RDM
12. Richard V. Sandler,
Trustee, L&S 1981 Trust
FBO DBM
13. Richard V. Sandler,
Trustee, L&S 1981 Trust
FBO JSM
14. Robert L. Frome
15. Neil Grundman PC Pension
& Profit Sharing Trust
16. Morris Orens PC Profit
Sharing Trust
17. Norman Nemoy
18. Jeff Starr IRA
19. Carol Starr IRA
20. Cynthia Silverstein
21. Janice L. Shapiro
22. Thomas D. Kearns
23. Richard Bergman
