SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 13, 1998
ANDAL CORP.
(Exact name of Registrant as Specified in its Charter)
New York 1-6856 13-2571394
(State or other jurisdiction (Commission (IRS Employer
of incorporation File No.) Identification No.)
909 Third Avenue, New York, New York 10022
(Address of Principal Executive Office)
Registrant's telephone number, including area code: (212) 376-5545
<PAGE>
ITEM 5. ACQUISITION OR DISPOSITION OF ASSETS.
On February 13, 1998, Andal Corp. (the "Company") redeemed an aggregate
of 105,375 shares of the Company's Common Stock and as part of the same
transaction agreed to redeem an additional 1,995 shares of Common Stock,
constituting, in the aggregate, approximately 24.7% of the outstanding shares.
The agreements were negotiated between the Company and the selling shareholders,
and the per share purchase price approximates the liquidation value of the
Company's Common Stock. The Company paid a per share price of $33 plus .8125
shares of the Integrated Brands, Inc. common stock owned by the Company.
The Company has no present plans for the reissuance of any of the
redeemed shares.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
2.1 Stock Purchase Agreement, dated as of February 13, 1998, by
and among Andal Corp. and the sellers listed on Schedule A
thereto.
2.2 Stock Purchase Agreement, dated as of February 13, 1998, by
and among Andal Corp. and SO Charitable Trust.
2.3 Stock Purchase Agreement, dated as of February 20, 1998, by
and among Andal Corp. and Henry Benach and Benhome Associates
L.P.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ANDAL CORP.
By: /s/ ANDREW J. FRANKEL
------------------------------
Date: February 24, 1998 Andrew J. Frankel
Chairman and Chief Executive Officer
STOCK PURCHASE AGREEMENT
AGREEMENT, dated as of this 13th day of February 1998 (the
"Agreement"), by and among Andal Corp., a New York corporation (the "Company"),
and those persons and entities named on Schedule A to this Agreement (each
individually sometimes referred to as a "Seller" and collectively as the
"Sellers").
Sellers collectively own the entire beneficial interest in 100,232
shares of common stock, par value twenty ($20.00) dollars a share, of the
Company (the "Shares"), each such Seller owning the number of Shares set forth
opposite his or its name on Schedule A hereto.
Upon the terms, and subject to the conditions hereinafter set forth,
Sellers desire to sell, and the Company desires to purchase, the Shares from the
Sellers.
NOW, THEREFORE, in consideration of the mutual agreements set forth
herein, and in reliance upon the representations and warranties made herein, the
parties hereto agree as follows:
ARTICLE I
DEFINITIONS
1.1 TERMS.
The following terms as used in this Agreement shall have the meanings
as set forth below:
"Agreement" shall have the meaning set forth in the preamble.
"Closing" shall have the meaning set forth in Section 3.1 hereof.
"Closing Date" shall have the meaning set forth in 3.1 hereof.
"Company" shall have the meaning set forth in the preamble.
-1-
<PAGE>
"Milsteins" shall mean, collectively, Paul Milstein and Seymour
Milstein.
"Milstein Group" shall mean the group of Sellers represented by the
Milsteins
"Purchase Price" shall have the meaning set forth in Section 2.2
hereof.
"Seller" and "Sellers" shall have the meaning set forth in the
preamble.
"Sellers' Representative" shall have the meaning set forth in
Section 3.5 hereof.
"Shares" shall have the meaning set forth in the preamble.
ARTICLE II
SALE AND PURCHASE OF SHARES
2.1 PURCHASE OF SHARES.
On the Closing Date (as hereinafter defined), the Sellers shall sell
assign, transfer, convey and deliver to Company, and Company shall purchase and
accept, the Shares.
2.2 PURCHASE PRICE.
The purchase price for the Shares shall be:
(A) The total number of Shares multiplied by $33.00 an
aggregate of $3,307,656 payable in cash at the Closing PLUS
(B) 81,441 shares of common stock of Integrated Brands, Inc.
(the "Integrated Shares") free and clear of any liens or encumbrances whatsoever
(such cash payment and such shares of common stock are collectively referred to
herein as the "Purchase Price.")
-2-
<PAGE>
ARTICLE III
CLOSING
3.1 THE CLOSING.
The closing of the sale and purchase of the Shares (the
"Closing") shall take place at the offices of Gold, Farrell & Marks, 41 Madison
Avenue, New York, New York 10010 on February 13, 1998 or at such other place and
time as the Company and the Sellers may agree (the "Closing Date").
3.2 DELIVERIES AT CLOSING BY SELLERS.
At the Closing, the Sellers shall deliver to the Company
certificates representing all the Shares together with duly executed stock
powers with signatures guaranteed by a commercial bank or by a member firm of
the New York Stock Exchange, sufficient to transfer ownership of such Shares to
the Company.
3.3 DELIVERIES AT CLOSING BY COMPANY.
At the Closing, the Company shall cause the cash portion of
the Purchase Price to be delivered to the Sellers by wire transfer upon
instructions to be delivered by the Sellers to the Company, and the portion of
the Purchase Price consisting of the Integrated Shares by delivery to the
Sellers' Representative at the Closing or as soon thereafter as practicable of
certificates representing such Shares accompanied by duly executed stock powers
with signatures guaranteed endorsing transfer in blank.
3.4 DELAYED DELIVERIES.
In the event that Sellers are delayed in their ability to
deliver any of the Shares at Closing, they will deliver such Shares to the
Company as soon thereafter as practicable, and the Company
-3-
<PAGE>
may withhold the pro-rata portion of the Purchase Price applicable to such
Shares until they are delivered.
3.5 POWER OF ATTORNEY.
Each Seller hereby appoints Oded Aboodi, Paul Milstein and
Seymour Milstein, each acting singly, as its agent and attorney-in-fact (the
"Sellers' Representative") to perform any act required of or permitted by a
Seller under this Agreement, including the making and accepting of deliveries
called for hereby and the execution and delivery of this Agreement on such
Seller's behalf.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
4.1 REPRESENTATIONS, WARRANTIES, AND COVENANTS OF THE COMPANY.
The Company represents and warrants to the Sellers, and
covenants that:
(A) ORGANIZATION AND STANDING. The Company is a corporation
duly organized, validly existing and in good standing under the laws of the
State of New York. The Company has full corporate power and authority to own and
operate its properties and assets, and to carry on its business as presently
conducted. The authorized equity securities of the Company consist of 1,500,000
shares of common stock, par value twenty ($20.00) dollars per share, of which
434,078 shares are issued and outstanding as of January 20, 1998.
(B) CORPORATE POWER. The Company has all requisite legal and
corporate power and authority to execute and deliver this Agreement and to
purchase the Shares hereunder and to carry out and perform its obligations under
the terms of this Agreement.
-4-
<PAGE>
(C) AUTHORIZATION. All corporate action on the part of the
Company necessary for the authorization, execution, delivery and performance of
this Agreement by the Company, including, without limitation, the ability to
purchase the Shares, has been taken or will be taken prior to the Closing. This
Agreement, when executed and delivered by it, will constitute a valid and
binding obligation of the Company, enforceable against it in accordance with its
terms.
(D) NO CONSENT. Except as referred to in Section 4.1(C)
hereof, no consent, approval or authorization of any person or governmental
authority is required on the part of the Company in connection with the
execution and delivery of this Agreement, or the purchase of the Shares.
(E) TITLE TO THE INTEGRATED SHARES. It is the owner,
beneficially and of record, of 352,700 shares of common stock of Integrated
Brands, Inc., and no more, and on the Closing Date, upon the consummation of the
transactions contemplated hereby, will have delivered to the Sellers good and
marketable title to the Integrated Shares, free and clear, subject to the
requirements of Federal and state securities laws, of all liens and encumbrances
or rights of any other person whomsoever.
(F) COMPLIANCE WITH OTHER INSTRUMENTS. Neither the execution,
delivery, nor performance of this Agreement by the Company shall (1) violate any
order, judgment, or decree applicable to the Company; or (2) violate, conflict
with, result in a breach of any provision of, constitute a default (or an event
that, with notice or lapse of time or both, would constitute a default) under,
result in the termination of, accelerate the performance required by, or result
in a right of termination or acceleration, or the creation of any lien, security
interest, charge, or encumbrance upon any of the Integrated Shares under any of
the terms, conditions, or provisions
-5-
<PAGE>
of (a) its articles of incorporation or bylaws, or (b) any note, bond, mortgage,
indenture, deed of trust, license, or other contract or obligation to which the
Company is a party, by which the Company may be bound, or to which the Company,
its properties, or its assets may be subject.
4.2 REPRESENTATIONS AND WARRANTIES OF THE SELLERS.
Each of the non-individual Sellers, other than Paul Milstein
and Seymour Milstein, represents and warrants and covenants, severally, and Paul
Milstein and Seymour Milstein, represent and warrant, jointly and severally with
respect to all Sellers, to the Company and covenant that:
(A) CONVEYANCE OF SHARES. Each of the Sellers has, and on the
Closing Date will have conveyed to the Company, the full beneficial ownership to
the number of Shares set opposite each Seller's name on Schedule A hereto, free
and clear, subject to the requirements, of Federal and State securities laws, of
all liens and encumbrances or rights of any other person whomsoever.
(B) ACCESS TO DATA. Each of the Sellers is (1) an "accredited
investor" (as such term is defined in Regulation D promulgated under the
Securities Act of 1933, as amended (the "Securities Act")) and (2) a
sophisticated investor with knowledge and experience in business matters who (a)
has had the opportunity to discuss the Company's business, management and
financial affairs with the Company's management, (b) has had the opportunity to
review the Company's business affairs and (c) has had the opportunity to obtain
additional information as desired in order to evaluate the terms of the sale of
the Shares for the Purchase Price (including the receipt of the Integrated
Shares). The Purchase Price has been determined by arms-length negotiation
between the Company and the Sellers.
-6-
<PAGE>
(C) AUTHORIZATION. All action on each of the Seller's part
necessary for the authorization, execution, delivery and performance of this
Agreement by the Sellers through the Sellers' representative , and the
performance of each of the Seller's obligations hereunder, have been taken or
will be taken prior to the Closing Date. This Agreement, when executed and
delivered by it, will constitute a valid and legally binding obligation of each
of the Sellers, enforceable in accordance with its terms and subject to laws of
general application relating to bankruptcy, insolvency, and the relief of
debtors and rules of law governing specific performance, injunctive relief or
other equitable remedies. The Sellers' Representative has been duly and validly
appointed and authorized by each of the Sellers in accordance with their
respective governing instruments, and any applicable state or federal law or
regulation, including, without limitation, the New York Not-for-Profit
Corporation Law ("NPCL") and the New York Partnership Law ("NYPL").
(D) COMPLIANCE WITH OTHER INSTRUMENTS. Neither the execution,
delivery, nor performance of this Agreement by the Sellers through the Sellers'
Representative shall (1) violate any provision of the NPCL, the NYPL, or any
other corporate statute or any federal or state tax law aplliacable to the
Seller; (2) violate any order, judgment, or decree applicable to any of the
Sellers; or (3) violate, conflict with, result in a breach of any provision of,
constitute a default (or an event that, with notice or lapse of time or both,
would constitute a default) under, result in the termination of, accelerate the
performance required by, or result in a right of termination or acceleration, or
the creation of any lien, security interest, charge, or encumbrance upon any of
the Shares under any of the terms, conditions, or provisions of (a) the articles
of incorporation, bylaws, partnership agreement or any other organizational
document of any of the
-7-
<PAGE>
non-individual Sellers, or (b) any note, bond, mortgage, indenture, deed of
trust, license, or other contract or obligation to which any of the Sellers is a
party, by which any of the Sellers may be bound, or to which any of the Sellers,
their respective properties, or their respective assets may be subject.
(E) NO CONSENT. No notice to, filing with, authorization of,
exemption by, or consent or approval of any public body or authority or any
other third party, including, without limitation, the Attorney General of the
State of New York, the United States Internal Revenue Service or any New York
State court, is necessary for the Sellers' execution, delivery and performance
of this Agreement or any other agreement or document contemplated hereunder or
the consummation, by any of the Sellers of the transactions contemplated herein.
(F) VALID EXISTENCE. Each of the non-individual Sellers is an
entity duly organized, validly existing and in good standing under the laws of
the State of New York, and has full power and authority to carry on their
respective business and to own or lease all of their respective properties and
assets as and in the places such businesses are now conducted, and such
properties are now owned, leased or operated.
(G) INVESTMENT INTENT. Each of the Sellers is acquiring the
Integrated Shares, paid as part of the Purchase Price, for his or its own
account and not with a view to the distribution thereof within the meaning of
the Securities Act, any state securities law, or any regulation of any of the
foregoing.
(H) NO SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS. The
sale of the Shares by each of the non-individual Sellers does not constitute a
sale of all or substantially all of their
-8-
<PAGE>
respective assets under any federal or state law or regulation, including,
without limitation, the NPCL.
ARTICLE V
CONDITIONS TO CLOSING
5.1 CONDITIONS TO CLOSING OF COMPANY.
The Company's obligations to purchase the Shares at the
Closing are, at the option of Company, subject to the fulfillment of the
following conditions:
(A) REPRESENTATIONS AND WARRANTIES CORRECT. The
representations and warranties made by each Seller, in Article IV hereof, shall
have been true and correct when made and shall be true and correct as of the
Closing Date.
(B) CONDITIONS. All agreements and conditions contained in
this Agreement to be performed by the Sellers on or prior to the Closing Date
shall have been performed or complied with in all material respects.
5.2 CONDITIONS TO CLOSING OF SELLER.
The Sellers' obligations to sell and deliver the Shares on the
Closing Date are, at the option of the Sellers, subject to the fulfillment as of
the Closing Date of the following conditions:
(A) REPRESENTATIONS. The representations and warranties made
by the Company in Article IV hereof shall have been true and correct when made,
and shall be true and correct on the Closing Date.
(B) COVENANTS. All agreements and conditions contained in this
Agreement to be performed by the Company on or prior to the Closing Date shall
have been performed or complied with in all material respects.
-9-
<PAGE>
ARTICLE VI
MISCELLANEOUS
6.1 GOVERNING LAW.
This Agreement shall be governed in all respects by the laws of the
State of New York, without regard to principles of conflicts of laws.
6.2 SURVIVAL.
All representations, warranties shall survive the Closing Date. Any
representation or warranty as to which a claim with respect to which specific
notice has been given is unresolved at the time of the expiration of the
applicable period shall survive such expiration until resolved.
6.3 TRANSACTION PAYMENTS BY COMPANY.
Company shall reimburse Sellers for all expenses Sellers may reasonably
incur in connection with the transactions contemplated by this Agreement,
including, without limitation, all legal fees and related disbursements.
6.4 SUCCESSORS AND ASSIGNS.
Except as otherwise provided herein, the provisions hereof shall inure
to the benefit of, and be binding upon, the successors, assigns, heirs,
executors, and administrators of the parties hereto.
-10-
<PAGE>
6.5 ENTIRE AGREEMENT; AMENDMENT.
This Agreement and any other documents delivered pursuant
hereto, constitute the full and entire understanding and agreement between the
parties with regard to the subject matter hereof. Except as expressly provided
herein, neither this Agreement nor any term hereof may be amended, waived,
discharged or terminated other than by a written instrument signed by the party
against whom enforcement of any such amendment, waiver or discharge or
termination is sought.
6.6 NOTICES.
All notices and other communications required or permitted
hereunder shall be in writing and shall be mailed by registered or certified
mail, postage prepaid, or otherwise delivered by hand or by messenger addressed
(a) if to a Seller, at the Seller's address set forth on Schedule A, annexed
hereto, or at such other address as such Seller shall have furnished to the
Company in writing with a copy to Charles R. Dickey, Esq., Gold, Farrell &
Marks, 41 Madison Avenue, New York, New York 10010; or (b) if to the Company, to
Andal Corp., 909 Third Avenue, New York, New York 10022, and addressed to the
attention of Alan N. Cohen and Andrew J. Frankel with a copy to Roy M. Korins,
Esq., Esanu Katsky Korins & Siger, L.L.P., 605 Third Ave., New York, New York
10158, or to such other address or addresses as a party may have been furnished
by notice to the other party. Each such notice or other communication shall for
all purposes of this Agreement be treated as effective or having been given when
delivered personally, or, if sent by mail, at the earlier of its receipt or five
(5) days after the same has been deposited in a of the United States mail,
addressed and mailed as aforesaid.
-11-
<PAGE>
6.7 COUNTERPARTS.
This Agreement may be executed in counterparts, each of which
shall be enforceable against the party actually executing such counterparts, and
all of which together shall constitute one instrument.
6.8 SEVERABILITY.
In the event that any provisions of this Agreement becomes or
is declared by a court of competent jurisdiction to be illegal, unenforceable or
void, this Agreement shall continue in full force and effect without said
provisions provided that no such severability shall be effective if it
materially changes the economic benefit of this Agreement to any party.
6.9 TITLES AND SUBTITLES.
The titles and subtitles used in this Agreement are used for
convenience only and are not considered in construing or interpreting this
Agreement.
6.10 RESTRICTIONS ON THE SHARES OF INTEGRATED BRANDS INC.
The Company agrees to notify the Sellers prior to selling or
otherwise transferring all or any portion of the shares of common stock of
Integrated Brands, Inc. owned by the Company. Sellers agree that they will not
sell or transfer the Integrated Shares they receive as part of the Purchase
Price pursuant to Section 3.3. hereof prior to the earlier to occur of:
(A) the sale or distribution by the Companyof all or any
portion of the shares of common stock of Integrated Brands, Inc. that it now
owns to persons other than the Sellers; or
(B) the one-hundred twenty-first day next following the
Closing Date.
-12-
<PAGE>
6.11 FURTHER ASSURANCES.
At any time and from time to time and after the Closing Date, each of
the Sellers will, at the request of the Company and without further
consideration, execute, acknowledge and deliver, or cause to be executed,
acknowledged and delivered, such instruments and other documents and perform or
cause to be performed such acts and provide such information, as may reasonable
be required by the Company to evidence or effectuate the sale, conveyance,
transfer, assignment and delivery to the Company of the Shares or for the
performances by and of the Sellers or the Company of any of their respective
obligations under this Agreement.
6.12 INDEMNIFICATION BY SELLERS.
(A) Each of the Sellers, other than Paul Milstein and Seymour
Milstein, severally, shall indemnify the Company and all of its officers and
directors (the "Indemnified Parties") against and agree to hold the Indemnified
Parties harmless from any and all claims, damage, loss, liability and expense
(including, without limitation, reasonable expenses of investigation and
reasonable attorneys' fees and expenses) (collectively, "Damages") incurred or
suffered by any of the Indemnified Parties on or after the Closing Date arising
out of any misrepresentation, inaccuracy or breach of any representation,
warranty, covenant or promise by any such Seller contained in this Agreement (or
in any certificate, document, list or schedule delivered hereunder to the
Company by any of the Sellers, except for Paul Milstein and Seymour Milstein).
(B) Paul Milstein and Seymour Milstein, jointly and severally,
shall indemnify the Indemnified Parties against and agree to hold the
Indemnified Parties harmless from any and all Damages incurred or suffered by
any of the Indemnified Parties on or after the Closing Date
-13-
<PAGE>
arising out of any misrepresentation, inaccuracy or breach of any
representation, warranty, covenant or promise by any of the Sellers contained in
this Agreement (or in any certificate, document, list or schedule delivered to
the Company by any of the Sellers hereunder).
6.13 INDEMNIFICATION BY COMPANY.
The Company shall indemnify the Sellers against and agree to hold the
Sellers harmless from any and all Damages incurred or suffered by the Sellers on
or after the Closing Date arising out of any misrepresentation, inaccuracy or
breach of any representation, warranty, covenant or promise by the Company
contained in this Agreement (or in any certificate, document, list or schedule
delivered to the Sellers by the Company hereunder).
[SIGNATURES ON FOLLOWING PAGE]
-14-
<PAGE>
IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date first above written.
ANDAL CORP. ("Company")
BY: /s/ ALAN COHEN
-----------------------------------
ITS PRESIDENT
SELLERS:
Paul Milstein, PIM Holding Company,
Gloria Flanzer, Builtland Partners,
Roslyn Meyer, Howard P. Milstein
and Milstein Family Foundation, Inc.
BY: /s/ PAUL MILSTEIN
-----------------------------------
Paul Milstein, individually, and
as agent for PIM Holding Company,
Gloria Flanzer, Builtland Partners,
Roslyn Meyer, Howard P. Milstein
and Milstein Family Foundation, Inc.
And
BY: /s/ SEYMOUR MILSTEIN
-----------------------------------
Seymour Milstein, as agent for
PIM Holding Company,Gloria Flanzer,
Builtland Partners, Roslyn Meyer
Howard P. Milstein and Milstein
Family Foundation, Inc.
-15-
<PAGE>
<TABLE>
<CAPTION>
ANDAL CORP
SCHEDULE A
<S> <C> <C> <C> <C> <C>
NAME AND ADDRESS OF SELLER FEDERAL ID/ CERTIFICATE NUMBER OF SHARES CASH AT $33 PER SHARES OF
SOCIAL NUMBER(S) SHARE INTEGRATED
SECURITY BRANDS, INC.
NUMBER
- ----------------------------------------------------------------------------------------------------------------------------------
Paul Milstein A567 15,000 $ 495,000 12,188
76 Birchall Drive
Scarsdale, NY 10583
- ----------------------------------------------------------------------------------------------------------------------------------
PIM Holding Company A652 8,050 534,534 13,161
1271 Avenue of the Americas A663-A683 8,148
New York, NY 10020
- ----------------------------------------------------------------------------------------------------------------------------------
Gloria Flanzer JU4702 25 825 20
415 L'Ambiance Drive
Longboat Key, FL 34228
- ----------------------------------------------------------------------------------------------------------------------------------
Builtland Partners A313 34,456 2,085,257 51,294
1271 Avenue of the Americas A649 28,673
New York, NY 10020
- ----------------------------------------------------------------------------------------------------------------------------------
Roslyn Meyer A110 1,030 33,990 837
21 Highland Street
New Haven, CT 06511
- ----------------------------------------------------------------------------------------------------------------------------------
Howard & Abby Milstein Jt Ten
888 Park Avenue A688 5 165 4
New York, NY 10021
- ----------------------------------------------------------------------------------------------------------------------------------
Milstein Family Foundation, Inc. A658 4,845 159,885 3,937
1271 Avenue of the Americas
New York, NY 10020
- ----------------------------------------------------------------------------------------------------------------------------------
TOTAL FOR SHARES RECEIVED 100,232 $3,307,656 81,441
=======================================================
</TABLE>
-16-
STOCK PURCHASE AGREEMENT
AGREEMENT, dated as of this 13th day of February 1998 (the
"Agreement"), by and among Andal Corp., a New York corporation (the "Company"),
and SO Charitable Trust (the "Seller").
Seller owns beneficially and of record 5,143 shares of common stock,
par value twenty ($20.00) dollars a share, of the Company (the "Shares").
Upon the terms, and subject to the conditions hereinafter set forth,
Seller desires to sell, and the Company desires to purchase, the Shares from the
Seller.
NOW, THEREFORE, in consideration of the mutual agreements set forth
herein, and in reliance upon the representations and warranties made herein, the
parties hereto agree as follows:
ARTICLE I
DEFINITIONS
1.1 TERMS.
The following terms as used in this Agreement shall have the
meanings as set forth below:
"Agreement" shall have the meaning set forth in the preamble.
"Closing" shall have the meaning set forth in Section 3.1
hereof.
"Closing Date" shall have the meaning set forth in 3.1 hereof.
"Company" shall have the meaning set forth in the preamble.
"Purchase Price" shall have the meaning set forth in Section
2.2 hereof.
"Seller" shall have the meaning set forth in the preamble.
-1-
<PAGE>
"Shares" shall have the meaning set forth in the preamble.
ARTICLE II
SALE AND PURCHASE OF SHARES
2.1 PURCHASE OF SHARES.
On the Closing Date (as hereinafter defined), the Seller shall
sell assign, transfer, convey and deliver to Company, and Company shall purchase
and accept, the Shares.
2.2 PURCHASE PRICE.
The purchase price for the Shares shall be:
(A) The total number of Shares multiplied by $33.00, an
aggregate of $169,719, payable in cash at the Closing PLUS
(B) 4,179 shares of common stock, of Integrated Brands, Inc.
(the "Integrated Shares"), free and clean of any liens or encumbrances
whatsoever (such cash payment and such shares of common stock are collectively
referred to herein as the "Purchase Price.")
ARTICLE III
CLOSING
3.1 THE CLOSING.
The closing of the sale and purchase of the Shares (the
"Closing") shall take place at the offices of Gold, Farrell & Marks, 41 Madison
Avenue, New York, New York 10010 on February 13, 1998, or at such other place
and time as the Company and the Seller may agree (the "Closing Date").
-2-
<PAGE>
3.2 DELIVERIES AT CLOSING BY SELLERS.
At the Closing, the Seller shall deliver to the Company
certificates representing all the Shares, together with duly executed stock
powers with guaranteed signatures by a commercial bank or by a member from the
New York Stock Exchange sufficient to transfer ownership of such Shares to the
Company.
3.3 DELIVERIES AT CLOSING BY COMPANY.
At the Closing, the Company shall cause the cash portion of
the Purchase Price to be delivered to the Seller by wire transfer upon
instructions to be delivered by the Seller to the Company. Seller shall have
delivered to the Company the portion of the Purchase Price consisting of the
Integrated Shares, to be delivered to the Seller at the Closing or as soon
thereafter as practicable certificates representing the Integrated Shares
accompanied by duly executed stock power endorsing transfer in blank.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
4.1 REPRESENTATIONS, WARRANTIES, AND COVENANTS OF THE COMPANY.
The Company represents and warrants to the Seller, and
covenants that:
(A) ORGANIZATION AND STANDING. The Company is a corporation
duly organized, validly existing and in good standing under the laws of the
State of New York. The Company has full corporate power and authority to own and
operate its properties and assets, and to carry on its business as presently
conducted. The authorized equity securities of the Company consist of
-3-
<PAGE>
1,500,000 shares of common stock, par value twenty ($20.00) dollars per share,
of which 434,078 shares are issued and outstanding as of January 20, 1998.
(B) CORPORATE POWER. The Company has all requisite legal and
corporate power and authority to execute and deliver this Agreement and to
purchase the Shares hereunder and to carry out and perform its obligations under
the terms of this Agreement.
(C) AUTHORIZATION. All corporate action on the part of the
Company necessary for the authorization, execution, delivery and performance of
this Agreement by the Company, including, without limitation, the ability to
purchase the Shares, has been taken or will be taken prior to the Closing. This
Agreement, when executed and delivered by it, will constitute a valid and
binding obligation of the Company, enforceable against it in accordance with its
terms.
(D) NO CONSENT. Except as referred to in Section 4.1(C)
hereof, no consent, approval or authorization of any person or governmental
authority is required on the part of the Company in connection with the
execution and delivery of this Agreement, or the purchase of the Shares.
(E) TITLE TO THE INTEGRATED SHARES. The Company is the owner
beneficially and of record of 352,700 outstanding shares of common stock of
Integrated Brands, Inc., and no more, and on the Closing Date, upon the
consummation of the transactions contemplated hereby, will have delivered to the
Seller, good and marketable title to the Integrated Shares free and clear,
subject to the requirements of Federal and state securities laws, of all liens
and encumbrances or rights of any other person whomsoever.
(F) COMPLIANCE WITH OTHER INSTRUMENTS. Neither the execution,
delivery, nor performance of this Agreement by the Company shall (1) violate any
order, judgment, or
-4-
<PAGE>
decree applicable to the Company; or (2) violate, conflict with, result in a
breach of any provision of, constitute a default (or an event that, with notice
or lapse of time or both, would constitute a default) under, result in the
termination of, accelerate the performance required by, or result in a right of
termination or acceleration, or the creation of any lien, security interest,
charge, or encumbrance upon any of the Integrated Shares under any of the terms,
conditions, or provisions of (a) its articles of incorporation or bylaws, or (b)
any note, bond, mortgage, indenture, deed of trust, license, or other contract
or obligation to which the Company is a party, by which the Company may be
bound, or to which the Company, its respective properties, or its respective
assets may be subject.
4.2 REPRESENTATIONS AND WARRANTIES OF THE SELLER.
Seller represents, warrants to the Company and covenants that:
(A) CONVEYANCE OF SHARES. The Seller has, and on the Closing
Date, upon the consummation of the transaction contemplated hereby, will have
conveyed to the Company, the full beneficial ownership to the number of Shares
set forth in the preamble hereto, free and clear, subject to the requirements of
Federal and state securities laws, of all liens and encumbrances or rights of
any other person whomsoever.
(B) ACCESS TO DATA. The Seller is (1) an "accredited investor"
(as such term is defined in Regulation D promulgated under the Securities Act of
1933, as amended (the "Securities Act")) and (2) a sophisticated investor with
knowledge and experience in business matters who (a) has had the opportunity to
discuss the Company's business and financial affairs with the Company's
management, (b) has had the opportunity to review the Company's business
affairs, and (c) has had the opportunity to obtain additional information as
desired in order to
-5-
<PAGE>
evaluate the terms of the sale of the Shares for the Purchase Price (including
the receipt of the Integrated Shares). The Purchase Price has been determined by
arms-length negotiation between the Company and the Seller.
(C) AUTHORIZATION. All action on its part necessary for the
authorization, execution, delivery and performance of this Agreement by it, and
the performance of each of the Seller's obligations hereunder have been taken or
will be taken prior to the Closing Date. This Agreement, when executed and
delivered by it, will constitute a valid and legally binding obligation of it,
enforceable in accordance with its terms and subject to laws of general
application relating to bankruptcy, insolvency, and the relief of debtors and
rules of law governing specific performance, injunctive relief or other
equitable remedies. Each trustee of the Seller has been duly and validly
appointed and authorized in accordance with the Trust Agreement (as defined
below) and the EPTL (as defined below).
(D) COMPLIANCE WITH OTHER INSTRUMENTS. Neither the execution,
delivery, nor performance of this Agreement by the Seller shall (1) violate any
provision of the New York Estates, Powers and Trusts Law ("EPTL") or any Federal
or state tax law applicable to the Seller; (2) violate any order, judgment, or
decree applicable to the Seller; (3) violate, conflict with, or result in a
breach or default under, or cause the termination of, any term or condition of
any court order, agreement, document, or other instrument to which the Seller is
a party or by which the Seller or any of its properties or assets may be bound,
including, without limitation, that certain charitable trust agreement, dated
December 1, 1980 (the "Trust Agreement"); or (4) violate, conflict with, result
in a breach of any provision of, constitute a default (or an event that, with
notice or lapse of time or both, would constitute a default) under, result in
the termination of,
-6-
<PAGE>
accelerate the performance required by, or result in a right of termination or
acceleration, or the creation of any lien, security interest, charge, or
encumbrance upon any of the Shares under any of the terms, conditions, or
provisions of (a) the Trust Agreement or any other governing instrument or
document of the Seller, or (b) any note, bond, mortgage, indenture, deed of
trust, license, or other contract or obligation to which the Seller is a party,
by which the Seller may be bound, or to which the Seller, its properties, or
assets may be subject.
(E) NO CONSENT. No notice to, filing with, authorization of,
exemption by, or consent or approval of any public body or authority or any
other third party, including, without limitation, the Attorney General of the
State of New York, the United States Internal Revenue Service or any New York
State Court, is necessary for the Seller's execution, delivery and performance
of this Agreement of any other agreement or document contemplated hereunder or
the consummation by the Seller of the transactions contemplated herein.
(F) VALID EXISTENCE. The Seller is a charitable trust duly
organized, validly existing and in good standing under the laws of the State of
New York and the laws of the United States, and has full power and authority to
carry on its businesses and to own or lease all of its properties and assets as
and in the places such businesses are now conducted, and such properties are now
owned, leased or operated.
(G) INVESTMENT INTENT. The Seller is acquiring the Integrated
Shares, paid as part of the Purchase Price, for its own account and not with a
view to the distribution thereof within the meaning of the Securities Act, any
state securities law, or any regulation of any of the foregoing.
-7-
<PAGE>
(H) NO SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS. The
sale of the Shares by the Seller does not constitute a sale of all or
substantially all of its assets under the Trust Agreement or any federal or
state law or regulation, including, without limitation, the EPTL.
ARTICLE V
CONDITIONS TO CLOSING
5.1 CONDITIONS TO CLOSING OF COMPANY.
The Company's obligations to purchase the Shares at the Closing are, at
the option of Company, subject to the fulfillment of the following conditions:
(A) REPRESENTATIONS AND WARRANTIES CORRECT. The
representations and warranties made by Seller, in Article IV hereof, shall have
been true and correct when made and shall be true and correct as of the Closing
Date.
(B) CONDITIONS. All agreements and conditions contained in
this Agreement to be performed by the Seller on or prior to the Closing Date
shall have been performed or complied with in all material respects.
5.2 CONDITIONS TO CLOSING OF SELLER.
The Seller's obligations to sell and deliver the Shares on the Closing
Date are, at the option of the Seller, subject to the fulfillment as of the
Closing Date of the following conditions:
(A) REPRESENTATIONS. The representations and warranties made
by the Company in Article IV hereof shall have been true and correct when made,
and shall be true and correct on the Closing Date.
-8-
<PAGE>
(B) COVENANTS. All agreements and conditions contained in this
Agreement to be performed by the Company on or prior to the Closing Date shall
have been performed or complied with in all material respects.
ARTICLE VI
MISCELLANEOUS
6.1 GOVERNING LAW.
This Agreement shall be governed in all respects by the laws of the
state of New York, without regard to principles of conflicts of laws.
6.2 SURVIVAL.
All representations and warranties shall survive the Closing Date. Any
representation or warranty as to which a claim with respect to which specific
notice has been given is unresolved at the time of the expiration of the
applicable period shall survive such expiration until resolved.
6.3 TRANSACTION PAYMENTS BY COMPANY.
Company shall reimburse Seller for all expenses Seller may reasonably
incur in connection with the transactions contemplated by this Agreement,
including, without limitation, all legal fees and related disbursements.
6.4 SUCCESSORS AND ASSIGNS.
Except as otherwise provided herein, the provisions hereof shall inure
to the benefit of, and be binding upon, the successors, assigns, heirs,
executors, and administrators of the parties hereto.
-9-
<PAGE>
6.5 ENTIRE AGREEMENT; AMENDMENT.
This Agreement and any other documents delivered pursuant hereto,
constitute the full and entire understanding and agreement between the parties
with regard to the subject matter hereof. Except as expressly provided herein,
neither this Agreement nor any term hereof may be amended, waived, discharged or
terminated other than by a written instrument signed by the party against whom
enforcement of any such amendment, waiver or discharge or termination is sought.
6.6 NOTICES.
All notices and other communications required or permitted hereunder
shall be in writing and shall be mailed by registered or certified mail, postage
prepaid, or otherwise delivered by hand or by messenger addressed (a) if to
Seller c/o Alpine Capital Group, 1285 Avenue of the Americas, New York, NY
10019, or at such other address as Seller shall have furnished to the Company in
writing with a copy to Charles R. Dickey, Esq., Gold, Farrell & Marks, 41
Madison Avenue, New York, NY 10010; or (b) if to the Company, to Andal Corp.,
909 Third Avenue, New York, NY 10022, and addressed to the attention of Alan N.
Cohen and Andrew J. Frankel with a copy to Roy M. Korins Esq., Esanu Katsky
Korins & Siger, LLP, 605 Third Ave., New York, New York 10158, or to such other
address or addresses as a party may have been furnished by notice to the other
party. Each such notice or other communication shall for all purposes of this
Agreement be treated as effective or having been given when delivered
personally, or, if sent by mail, at the earlier of its receipt or five (5) days
after the same has been deposited in the United States mail, addressed and
mailed as aforesaid.
-10-
<PAGE>
6.7 COUNTERPARTS.
This Agreement may be executed in counterparts, each of which shall be
enforceable against the party actually executing such counterparts, and all of
which together shall constitute one instrument.
6.8 SEVERABILITY.
In the event that any provisions of this Agreement becomes or is
declared by a court of competent jurisdiction to be illegal, unenforceable or
void, this Agreement shall continue in full force and effect without said
provisions provided that no such severability shall be effective if it
materially changes the economic benefit of this Agreement to any party.
6.9 TITLES AND SUBTITLES.
The titles and subtitles used in this Agreement are used for
convenience only and are not considered in construing or interpreting this
Agreement.
6.10 RESTRICTIONS ON THE SHARES OF INTEGRATED BRANDS INC.
The Company agrees to notify the Seller prior to selling or otherwise
transferring all or any portion of the shares of common stock of Integrated
Brands, Inc. owned by the Company. Seller agrees that it will not sell or
transfer the Integrated Shares, it receives as part of the Purchase Price
pursuant to Section 3.3. hereof prior to the earlier to occur of:
(A) the sale or distribution by the Company of all or any
portion of the shares of common stock of Integrated Bands, Inc. that it now owns
to persons other than the Seller; or
(B) the one-hundred twenty-first day next following the
Closing Date.
-11-
<PAGE>
6.11 FURTHER ASSURANCES.
At any time and from time to time from and after the Closing Date, the
Seller will, at the request of the Company and without further consideration,
execute, acknowledge and deliver, or cause to be executed, acknowledged and
delivered, such instruments and other documents and perform or cause to be
performed such acts and provide such information, as may reasonably be required
by the Company to evidence or effectuate the sale, conveyance, transfer,
assignment and delivery to the Company of the Shares or for the performance by
the Seller or the Company of any of their respective obligations under this
Agreement.
6.12 INDEMNIFICATION BY SELLER.
The Seller shall indemnify the Company and all of its officers and
directors (the "Indemnified Parties") against and agree to hold the Indemnified
Parties harmless from any and all claims, damage, loss, liability and expense
(including, without limitation, reasonable expenses of investigation and
reasonable attorneys' fees and expenses) ("Damages") incurred or suffered by any
of the Indemnified Parties on or after the Closing Date arising out of any
misrepresentation, inaccuracy or breach of any representation, warranty,
covenant or promise by the Seller contained in this Agreement (or in any
certificate, document, list or schedule delivered to the Company by the Seller
hereunder).
6.13 INDEMNIFICATION BY COMPANY.
The Company shall indemnify the Seller against and agree to hold the
Seller harmless from any and all Damages, loss incurred or suffered by the
Seller on or after the Closing Date arising out of any misrepresentation,
inaccuracy or breach of any representation, warranty, covenant or
-12-
<PAGE>
promise by the Company contained in this Agreement (or in any certificate,
document, list or schedule delivered to the Seller by the Company hereunder).
[SIGNATURES ON FOLLOWING PAGE]
-13-
<PAGE>
IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date first above written.
ANDAL CORP. ("Company")
BY: /s/ ALAN COHEN
--------------------------------
ITS: PRESIDENT
--------------------------------
SO CHARITABLE TRUST
BY: /s/ ODED ABOODI
--------------------------------
Oded Aboodi, Trustee
-14-
STOCK PURCHASE AGREEMENT
AGREEMENT, dated as of this 20th day of February 1998 (the
"Agreement"), by and among Andal Corp., a New York corporation (the "Company"),
and Henry Benach ("Benach") and Benhome Associates L.P. ("Benhome") (Benach and
Benhome are hereinafter collectively referred to as the "Seller").
Seller collectively owns beneficially and of record 1,995 shares of
common stock, par value twenty ($20.00) dollars a share, of the Company (the
"Shares").
Upon the terms, and subject to the conditions hereinafter set forth,
Seller desires to sell, and the Company desires to purchase, the Shares from the
Seller.
NOW, THEREFORE, in consideration of the mutual agreements set forth
herein, and in reliance upon the representations and warranties made herein, the
parties hereto agree as follows:
ARTICLE I
DEFINITIONS
1.1 TERMS.
The following terms as used in this Agreement shall have the
meanings as set forth below:
"Agreement" shall have the meaning set forth in the preamble.
"Closing" shall have the meaning set forth in Section 3.1
hereof.
"Closing Date" shall have the meaning set forth in 3.1 hereof.
"Company" shall have the meaning set forth in the preamble.
"Purchase Price" shall have the meaning set forth in Section
2.2 hereof.
-1-
<PAGE>
"Seller" shall have the meaning set forth in the preamble.
"Seller's Representative" shall have the meaning set forth in
Section 3.5 hereof.
"Shares" shall have the meaning set forth in the preamble.
ARTICLE II
SALE AND PURCHASE OF SHARES
2.1 PURCHASE OF SHARES.
On the Closing Date (as hereinafter defined), the Seller shall
sell assign, transfer, convey and deliver to Company, and Company shall purchase
and accept, the Shares.
2.2 PURCHASE PRICE.
The purchase price for the Shares shall be:
(A) The total number of Shares multiplied by $33.00, an
aggregate of $65,835 payable in cash at the Closing PLUS
(B) 1,621 shares of common stock of Integrated Brands, Inc.
(the "Integrated Shares"), free and clean of any liens or encumbrances
whatsoever (such cash payment and such shares of common stock are collectively
referred to herein as the "Purchase Price.")
ARTICLE III
CLOSING
3.1 THE CLOSING.
The closing of the sale and purchase of the Shares (the
"Closing") shall take place at the offices of Gold, Farrell & Marks, 41 Madison
Avenue, New York, New York 10010 on
-2-
<PAGE>
February 20, 1998, or at such other place and time as the Company and the Seller
may agree (the "Closing Date").
3.2 DELIVERIES AT CLOSING BY SELLERS.
At the Closing, the Seller shall deliver to the Company
certificates representing all the Shares, together with duly executed stock
powers with signatures guaranteed by a commercial bank or by a member firm of
the New York Stock Exchange sufficient to transfer ownership of such Shares to
the Company.
3.3 DELIVERIES AT CLOSING BY COMPANY.
At the Closing, the Company shall cause the cash portion of
the Purchase Price to be delivered to the Seller by wire transfer upon
instructions to be delivered by the Seller to the Company. Seller shall have
delivered to the Company the portion of the Purchase Price consisting of the
Integrated Shares, to be delivered to the Seller at the Closing or as soon
thereafter as practicable certificates representing the Integrated Shares
accompanied by duly executed stock power endorsing transfer in blank.
3.4 DELAYED DELIVERIES.
In the event that Seller is delayed in its ability to deliver
any of the Shares at Closing, it will deliver such Shares to the Company as soon
thereafter as practicable, and the Company may withhold the pro-rata portion of
the Purchase Price applicable to such Shares until they are delivered.
3.5 POWER OF ATTORNEY.
Each Seller hereby appoints Oded Aboodi and Henry Benach, each
acting singly, as its agent and attorney-in-fact (the "Seller's Representative")
to perform any act required of or
-3-
<PAGE>
permitted by a Seller under this Agreement, including the making and accepting
of deliveries called for hereby and the execution and delivery of this Agreement
on such Seller's behalf.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
4.1 REPRESENTATIONS, WARRANTIES, AND COVENANTS OF THE COMPANY.
The Company represents and warrants to the Seller, and
covenants that:
(A) ORGANIZATION AND STANDING. The Company is a corporation
duly organized, validly existing and in good standing under the laws of the
State of New York. The Company has full corporate power and authority to own and
operate its properties and assets, and to carry on its business as presently
conducted. The authorized equity securities of the Company consist of 1,500,000
shares of common stock, par value twenty ($20.00) dollars per share, of which
434,078 shares are issued and outstanding as of January 20, 1998.
(B) CORPORATE POWER. The Company has all requisite legal and
corporate power and authority to execute and deliver this Agreement and to
purchase the Shares hereunder and to carry out and perform its obligations under
the terms of this Agreement.
(C) AUTHORIZATION. All corporate action on the part of the
Company necessary for the authorization, execution, delivery and performance of
this Agreement by the Company, including, without limitation, the ability to
purchase the Shares, has been taken or will be taken prior to the Closing. This
Agreement, when executed and delivered by it, will constitute a valid and
binding obligation of the Company, enforceable against it in accordance with its
terms.
-4-
<PAGE>
(D) NO CONSENT. Except as referred to in Section 4.1(C)
hereof, no consent, approval or authorization of any person or governmental
authority is required on the part of the Company in connection with the
execution and delivery of this Agreement, or the purchase of the Shares.
(E) TITLE TO THE INTEGRATED SHARES. It is the owner
beneficially and of record of 352,700 shares of common stock of Integrated
Brands, Inc., and no more, and on the Closing Date, upon the consummation of the
transactions contemplated hereby, will have delivered to the Seller, good and
marketable title to the Integrated Shares free and clear, subject to the
requirements of Federal and state securities laws, of all liens and encumbrances
or rights of any other person whomsoever.
(F) COMPLIANCE WITH OTHER INSTRUMENTS. Neither the execution,
delivery, nor performance of this Agreement by the Company shall (1) violate any
order, judgment, or decree applicable to the Company; or (2) violate, conflict
with, result in a breach of any provision of, constitute a default (or an event
that, with notice or lapse of time or both, would constitute a default) under,
result in the termination of, accelerate the performance required by, or result
in a right of termination or acceleration, or the creation of any lien, security
interest, charge, or encumbrance upon any of the Integrated Shares under any of
the terms, conditions, or provisions of (a) its articles of incorporation or
bylaws, or (b) any note, bond, mortgage, indenture, deed of trust, license, or
other contract or obligation to which the Company is a party, by which the
Company may be bound, or to which the Company, its respective properties, or its
respective assets may be subject.
-5-
<PAGE>
4.2 REPRESENTATIONS AND WARRANTIES OF THE SELLER.
The Seller represents and warrants to the Company and
covenants that:
(A) CONVEYANCE OF SHARES. The Seller has, and on the Closing
Date will have conveyed to the Company, the full beneficial ownership to the
number of Shares set forth in the preamble hereto, free and clear, subject to
the requirements, of Federal and State securities laws, of all liens and
encumbrances or rights of any other person whomsoever.
(B) ACCESS TO DATA. The Seller is (1) an "accredited investor"
(as such term is defined in Regulation D promulgated under the Securities Act of
1933, as amended (the "Securities Act")) and (2) a sophisticated investor with
knowledge and experience in business matters who (a) has had the opportunity to
discuss the Company's business, management and financial affairs with the
Company's management, (b) has had the opportunity to review the Company's
business affairs and (c) has had the opportunity to obtain additional
information as desired in order to evaluate the terms of the sale of the Shares
for the Purchase Price (including the receipt of the Integrated Shares). The
Purchase Price has been determined by arms-length negotiation between the
Company and the Seller.
(C) AUTHORIZATION. All action on the Seller's part necessary
for the authorization, execution, delivery and performance of this Agreement by
the Seller through the Seller's representative, and the performance of the
Seller's obligations hereunder, have been taken or will be taken prior to the
Closing Date. This Agreement, when executed and delivered by it, will constitute
a valid and legally binding obligation of the Seller, enforceable in accordance
with its terms and subject to laws of general application relating to
bankruptcy, insolvency, and the relief of debtors and rules of law governing
specific performance, injunctive relief or other
-6-
<PAGE>
equitable remedies. The Seller's Representative has been duly and validly
appointed and authorized by the Seller in accordance with its governing
instrument, if any, and any applicable state or federal law or regulation,
including, without limitation, the New York Partnership Law ("NYPL").
(D) COMPLIANCE WITH OTHER INSTRUMENTS. Neither the execution,
delivery, nor performance of this Agreement by the Seller through the Seller's
Representative, shall (1) violate any provision of the NYPL or any other
applicable partnership statute if any; (2) violate any order, judgment, or
decree applicable to the Seller; (3) violate, conflict with, or result in a
breach or default under, or cause the termination of, any term or condition or
any court order, agreement, document, or other instrument to which the Seller is
a party or by which the Seller or any of its respective properties or respective
assets may be bound; or (4) violate, conflict with, result in a breach of any
provision of, constitute a default (or an event that, with notice or lapse of
time or both, would constitute a default) under, result in the termination of,
accelerate the performance required by, or result in a right of termination or
acceleration, or the creation of any lien, security interest, charge, or
encumbrance upon any of the Shares under any of the terms, conditions, or
provisions or (a) its partnership agreement or any other organizational document
of the non-individual Seller, or (b) any note, bond, mortgage, indenture, deed
of trust, license, or other contract or obligation to which the Seller is a
party, by which the Seller may be bound, or to which the Seller, its respective
properties, or its respective assets may be subject.
(E) NO CONSENT. No notice to, filing with, authorization of,
exemption by, or consent or approval of any public body or authority or any
other third party, including, without limitation, the Attorney General of the
State of New York, the United States Internal Revenue
-7-
<PAGE>
Service or any New York State court is necessary for the Seller's execution,
delivery and performance of this Agreement or any other agreement or document
contemplated hereunder or the consummation, by a Seller of the transactions
contemplated herein.
(F) VALID EXISTENCE. The non-individual Seller is an entity
duly organized, validly existing and in good standing under the laws of the
State of New York, and has full power and authority to carry on its business and
to own or lease all of its properties and assets as and in the places such
businesses are now conducted, and such properties are now owned, leased or
operated.
(G) INVESTMENT INTENT. The Seller is acquiring the Integrated
Shares, paid as part of the Purchase Price, for its own account and not with a
view to the distribution thereof within the meaning of the Securities Act, any
state securities law, or any regulation of any of the foregoing.
ARTICLE V
CONDITIONS TO CLOSING
5.1 CONDITIONS TO CLOSING OF COMPANY.
The Company's obligations to purchase the Shares at the Closing are, at
the option of Company, subject to the fulfillment of the following conditions:
(A) REPRESENTATIONS AND WARRANTIES CORRECT. The
representations and warranties made by Seller, in Article IV hereof, shall have
been true and correct when made and shall be true and correct as of the Closing
Date.
-8-
<PAGE>
(B) CONDITIONS. All agreements and conditions contained in
this Agreement to be performed by the Seller on or prior to the Closing Date
shall have been performed or complied with in all material respects.
5.2 CONDITIONS TO CLOSING OF SELLER.
The Seller's obligations to sell and deliver the Shares on the Closing
Date are, at the option of the Seller, subject to the fulfillment as of the
Closing Date of the following conditions:
(A) REPRESENTATIONS. The representations and warranties made
by the Company in Article IV hereof shall have been true and correct when made,
and shall be true and correct on the Closing Date.
(B) COVENANTS. All agreements and conditions contained in this
Agreement to be performed by the Company on or prior to the Closing Date shall
have been performed or complied with in all material respects.
ARTICLE VI
MISCELLANEOUS
6.1 GOVERNING LAW.
This Agreement shall be governed in all respects by the laws of the
State of New York, without regard to principles of conflicts of laws.
6.2 SURVIVAL.
All representations and warranties shall survive the Closing Date. Any
representation or warranty as to which a claim with respect to which specific
notice has been given is unresolved at the time of the expiration of the
applicable period shall survive such expiration until resolved.
-9-
<PAGE>
6.3 TRANSACTION PAYMENTS BY COMPANY.
Company shall reimburse Seller for all expenses Seller may reasonably
incur in connection with the transactions contemplated by this Agreement,
including, without limitation, all legal fees and related disbursements.
6.4 SUCCESSORS AND ASSIGNS.
Except as otherwise provided herein, the provisions hereof shall inure
to the benefit of, and be binding upon, the successors, assigns, heirs,
executors, and administrators of the parties hereto.
6.5 ENTIRE AGREEMENT; AMENDMENT.
This Agreement and any other documents delivered pursuant hereto,
constitute the full and entire understanding and agreement between the parties
with regard to the subject matter hereof. Except as expressly provided herein,
neither this Agreement nor any term hereof may be amended, waived, discharged or
terminated other than by a written instrument signed by the party against whom
enforcement of any such amendment, waiver or discharge or termination is sought.
6.6 NOTICES.
All notices and other communications required or permitted hereunder
shall be in writing and shall be mailed by registered or certified mail, postage
prepaid, or otherwise delivered by hand or by messenger addressed (a) if to
Seller Henry Benach 1285 Avenue of the Americas, New York, NY 10019, or at such
other address as Seller shall have furnished to the Company in writing with a
copy to Charles R. Dickey, Esq., Gold, Farrell & Marks, 41 Madison Avenue, New
York, New York 10010; or (b) if to the Company, to Andal Corp., 909 Third
Avenue, New York, New York 10022, and addressed to the attention of Alan N.
Cohen and Andrew J. Frankel
-10-
<PAGE>
with a copy to Roy M. Korins, Esq., Esanu Katsky Korins & Siger, LLP, 605 Third
Ave., New York, New York 10158, or to such other address or addresses as a party
may have been furnished by notice to the other party. Each such notice or other
communication shall for all purposes of this Agreement be treated as effective
or having been given when delivered personally, or, if sent by mail, at the
earlier of its receipt or five (5) days after the same has been deposited in the
United States mail, addressed and mailed as aforesaid.
6.7 COUNTERPARTS.
This Agreement may be executed in counterparts, each of which shall be
enforceable against the party actually executing such counterparts, and all of
which together shall constitute one instrument.
6.8 SEVERABILITY.
In the event that any provisions of this Agreement becomes or is
declared by a court of competent jurisdiction to be illegal, unenforceable or
void, this Agreement shall continue in full force and effect without said
provisions provided that no such severability shall be effective if it
materially changes the economic benefit of this Agreement to any party.
6.9 TITLES AND SUBTITLES.
The titles and subtitles used in this Agreement are used for
convenience only and are not considered in construing or interpreting this
Agreement.
6.10 RESTRICTIONS ON THE SHARES OF INTEGRATED BRANDS INC.
The Company agrees to notify the Seller prior to selling or otherwise
transferring all or any portion of the shares of common stock of Integrated
Brands, Inc. owned by the Company.
-11-
<PAGE>
Seller agrees that it will not sell or transfer the Integrated Shares, it
receives as part of the Purchase Price pursuant to Section 3.3. hereof prior to
the earlier to occur of:
(A) the sale or distribution by the Company of all or any
portion of the shares of common stock of Integrated Bands, Inc. that it now owns
to persons other than the Seller; or
(B) the one-hundred twenty-first day next following the
Closing Date.
6.11 FURTHER ASSURANCES.
At any time and from time to time and after the Closing Date, the
Seller will, at the request of the Company and without further consideration,
execute, acknowledge and deliver, or cause to be executed, acknowledged and
delivered, such instruments and other documents and perform or cause to be
performed such acts and provide such information, as may reasonably be required
by the Company to evidence or effectuate the sale, conveyance, transfer,
assignment and delivery to the Company of the Shares or for the performances by
and of the Seller or the Company of any of their respective obligations under
this Agreement.
6.12 INDEMNIFICATION BY SELLER.
Each Seller shall, jointly and severally, indemnify the Company and all
of its officers and directors (the "Indemnified Parties") against and agree to
hold the Indemnified Parties harmless from any and all claims, damage, loss,
liability and expense (including, without limitation, reasonable expenses of
investigation and reasonable attorneys' fees and expenses)("Damages") incurred
or suffered by any of the Indemnified Parties on or after the Closing Date
arising out of any misrepresentation, inaccuracy or breach of any
representation, warranty, covenant or promise by the Seller (or either of them)
contained in this Agreement (or in any certificate, document, list or schedule
delivered to the Company by the Seller (or either of them) hereunder).
-12-
<PAGE>
6.13 INDEMNIFICATION BY COMPANY.
The Company shall indemnify the Seller against and agree to hold the
Seller (or either of them) harmless from any and all Damages incurred or
suffered by the Seller (or either of them) on or after the Closing Date arising
out of any misrepresentation, inaccuracy or breach of any representation,
warranty, covenant or promise by the Company contained in this Agreement (or in
any certificate, document, list or schedule delivered to the Seller (or either
of them) by the Company hereunder).
[SIGNATURES ON FOLLOWING PAGE]
-13-
<PAGE>
IN WITNESS WHEREOF, the parties have executed and delivered
this Agreement as of the date first above written.
ANDAL CORP. ("Company")
BY: /s/ ANDREW J. FRANKEL
--------------------------------
ITS: CHIEF EXECUTIVE OFFICER
--------------------------------
/s/ HENRY BENACH
-----------------------------------
Henry Benach
BENHOME ASSOCIATES L.P.
BY: /s/ HENRY BENACH
--------------------------------
(A General Partner)
-14-
