UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7*)
ANDAL CORP.
(Name of Issuer)
Common Stock, par value $20 per share
(Title of Class of Securities)
636632-10-1
(CUSIP Number)
Edwin V. Petz
Suite 4200
1271 Avenue of the Americas
New York, NY 10020
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 13, 1998
(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 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 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 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
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but be
subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
CUSIP No. 636632-10-1 Page 2 of 8 pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paul Milstein
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X
(b)
3. SEC USE ONLY
4. SOURCE OF FUNDS*
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(E) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7. SOLE VOTING POWER
NUMBER OF - 0 -
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH - 0 -
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH
- 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)
- 0 -
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 636632-10-1 Page 3 of 8 pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PIM Holding Co.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X
(b)
3. SEC USE ONLY
4. SOURCE OF FUNDS*
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7. SOLE VOTING POWER
NUMBER OF - 0 -
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH - 0 -
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH
- 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)
- 0 -
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 636632-10-1 Page 4 of 8 pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Builtland Partners
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X
(b)
3. SEC USE ONLY
4. SOURCE OF FUNDS*
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7. SOLE VOTING POWER
NUMBER OF - 0 -
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH
- 0 -
10. SHARED DISPOSITIVE POWER
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)
- 0 -
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 636632-10-1 Page 5 of 8 pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Milstein Family Foundation, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X
(b)
3. SEC USE ONLY
4. SOURCE OF FUNDS*
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7. SOLE VOTING POWER
NUMBER OF - 0 -
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH
- 0 -
10. SHARED DISPOSITIVE POWER
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)
- 0 -
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item l. Security and Issuer.
--------------------
This Amendment No. 7 amends Schedule l3D dated
September 12, 1997, as heretofore amended, filed by Paul Milstein
with respect to shares of Common Stock, par value $20 per share
(Common Stock), of Andal Corp., a New York corporation (the
Company), 909 Third Avenue, New York, N. Y. l0022, and is being
filed on behalf of Paul Milstein, PIM Holding Co., a New York
general partnership (PIM), Builtland Partners, a New York general
partnership (Builtland), and Milstein Family Foundation, Inc., a
New York not-for-profit corporation (the Foundation),
(collectively, Filing Persons).
Item 5. Interest in Securities of the Issuer.
-------------------------------------
(a) None of the Filing Persons owns any shares of Common
Stock as of the date hereof.
(b) Not applicable.
(c) On February 13, 1998 the Filing Persons, together with
certain members of the family of Paul Milstein, sold to the
Company all of the shares of Common Stock then owned by such
persons (100,232 shares in the aggregate) at a price of $33 per
share. The Company will also exchange for all of such shares a
total of 81,441 shares of Common Stock of Integrated Brands, Inc.
owned by the Company. Concurrently Messrs. Henry Benach,
Benhome, L.P. and SO Charitable Trust sold or are selling to the
Company all of the shares of Common Stock owned by them for the
same consideration per share. Such persons may be deemed to have
acted together with the Filing Persons and members of Paul
Milstein's family as a "group" for purposes of these
transactions.
(d) Not applicable.
(e) February 13, 1998.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
-------------------------------------------------------
Exhibit A filed herewith is incorporated herein by
reference.
Item 7. Material to be Filed as Exhibits.
---------------------------------
Exhibit A: Stock Purchase Agreement dated as of
February 13, 1998 by and among the
Company and the persons and entities
named on Schedule A thereto (including
the Filing Persons).
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information set
forth in this statement is true, complete and correct.
February 23, 1998
/s/ Paul Milstein
------------------------------
Paul Milstein
PIM HOLDING CO.
/s/ Paul Milstein
By ---------------------------
Paul Milstein, Trustee
General Partner
BUILTLAND PARTNERS
/s/ Paul Milstein
By ---------------------------
Paul Milstein
General Partner
MILSTEIN FAMILY FOUNDATION, INC.
/s/ Paul Milstein
By ---------------------------
Paul Milstein
President
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.
"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.")
<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 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.
(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 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.
(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 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
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.
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.
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.
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 Company of 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.
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 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]<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.
<TABLE>
ANDAL CORP
Schedule A
Name and Federal ID/ Certificate Number of Cash at $33 Shares of
Address of Social Number(s) Shares Per Share Integrated
Seller Security Brands, Inc.
Number
<S> <C> <C> <C> <C> <C>
Paul Milstein ###-##-#### A567 15,000 $ 495,000 12,188
76 Birchall Drive
Scarsdale,
NY 10583
PIM Holding 13-3002415 A652 8,050 534,534 13,161
Company A663-A683 8,148
1271 Avenue
of the Americas
New York,
NY 10020
Gloria Flanzer ###-##-#### JU4702 25 825 20
415 L'Ambiance
Drive
Longboat Key,
FL 34228
Builtland 13-2990365 A313 34,456
Partners A649 28,673 2,085,257 51,294
1271 Avenue
of the Americas
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
New York, ###-##-#### A688 5 165 4
NY 10021 ###-##-####
Milstein Family
Foundation, Inc.
1271 Avenue of
the Americas
New York,
NY 10020 51-0190133 A658 4,845 159,885 3,937
Total for Shares
Received 100,232 $3,307,656 81,441
===========================================
</TABLE>
