<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
T/SF COMMUNICATIONS CORPORATION
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, $.10 PAR VALUE PER SHARE
- --------------------------------------------------------------------------------
(Title of Class of Securities)
872857107
- --------------------------------------------------------------------------------
(CUSIP Number)
HOWARD G. BARNETT, JR.
2407 E. SKELLY DRIVE
TULSA, OKLAHOMA 74105
(918) 747-2600
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
- with copies to -
ROBERT A. CURRY
CONNER & WINTERS
A PROFESSIONAL CORPORATION
2400 FIRST PLACE TOWER
15 E. 5TH STREET
TULSA, OKLAHOMA 74103
(918) 586-5711
AUGUST 12, 1997
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
- ----------------------- ----------------------
CUSIP NO. 872857107 Page 2
- ----------------------- ----------------------
- --------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1
HOWARD G. BARNETT, JR.
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS
4
NOT APPLICABLE
- --------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) [_]
5
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
UNITED STATES OF AMERICA
- --------------------------------------------------------------------------------
SOLE VOTING POWER
NUMBER OF 7
SHARES 292,319
-----------------------------------------------------------------
BENEFICIALLY SHARED VOTING POWER
8
OWNED BY 418,649
-----------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 9 279,857
-----------------------------------------------------------------
SHARED DISPOSITIVE POWER
PERSON 10
WITH 418,649
-----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
710,968
- --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
12
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
20.7%
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- ----------------------- --------------------
CUSIP NO. 872857107 Page 3
- ----------------------- --------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1
ROBERT E. CRAINE,JR.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
NOT APPLICABLE
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
UNITED STATES OF AMERICA
- ------------------------------------------------------------------------------
SOLE VOTING POWER
NUMBER OF 7
SHARES 94,654
---------------------------------------------------------------
BENEFICIALLY SHARED VOTING POWER
8
OWNED BY -0-
---------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 9
89,834
---------------------------------------------------------------
SHARED DISPOSITIVE POWER
PERSON 10
WITH -0-
---------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
94,853
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
12
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
2.8%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- ----------------------- --------------------
CUSIP NO. 872857107 Page 4
- ----------------------- --------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1
J. GARY MOURTON
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
NOT APPLICABLE
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
UNITED STATES OF AMERICA
- ------------------------------------------------------------------------------
SOLE VOTING POWER
NUMBER OF 7
SHARES 96,978
---------------------------------------------------------------
BENEFICIALLY SHARED VOTING POWER
8
OWNED BY -0-
---------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 9 91,527
---------------------------------------------------------------
SHARED DISPOSITIVE POWER
PERSON 10
WITH -0-
---------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
97,184
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
12
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
2.9%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- ----------------------- --------------------
CUSIP NO. 872857107 Page 5
- ----------------------- --------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1
STUART P. HONEYBONE
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
NOT APPLICABLE
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
UNITED KINGDOM
- ------------------------------------------------------------------------------
SOLE VOTING POWER
NUMBER OF 7
SHARES 31,346
---------------------------------------------------------------
BENEFICIALLY SHARED VOTING POWER
8
OWNED BY -0-
---------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 9 31,346
---------------------------------------------------------------
SHARED DISPOSITIVE POWER
PERSON 10
WITH -0-
---------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,569
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
12
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
0.9%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- ----------------------- --------------------
CUSIP NO. 872857107 Page 6
- ----------------------- --------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1
BILLIE T. BARNETT
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
NOT APPLICABLE
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
UNITED STATES OF AMERICA
- ------------------------------------------------------------------------------
SOLE VOTING POWER
NUMBER OF 7
SHARES 26,602
---------------------------------------------------------------
BENEFICIALLY SHARED VOTING POWER
8
OWNED BY -0-
---------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 9 26,602
---------------------------------------------------------------
SHARED DISPOSITIVE POWER
PERSON 10
WITH -0-
---------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,602
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
12
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
0.8%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- ----------------------- --------------------
CUSIP NO. 872857107 Page 7
- ----------------------- --------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1
HOWARD G. BARNETT, SR.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
NOT APPLICABLE
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
UNITED STATES OF AMERICA
- ------------------------------------------------------------------------------
SOLE VOTING POWER
NUMBER OF 7
SHARES -0-
---------------------------------------------------------------
BENEFICIALLY SHARED VOTING POWER
8
OWNED BY 52,510
---------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 9 -0-
---------------------------------------------------------------
SHARED DISPOSITIVE POWER
PERSON 10
WITH 52,510
---------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
52,510
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
12
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
1.6%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- ----------------------- --------------------
CUSIP NO. 872857107 Page 8
- ----------------------- --------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1
FLORENCE LLOYD JONES BARNETT
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
NOT APPLICABLE
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
UNITED STATES OF AMERICA
- ------------------------------------------------------------------------------
SOLE VOTING POWER
NUMBER OF 7
SHARES 192,100
---------------------------------------------------------------
BENEFICIALLY SHARED VOTING POWER
8
OWNED BY 466,139
---------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 9 192,100
---------------------------------------------------------------
SHARED DISPOSITIVE POWER
PERSON 10
WITH 466,139
---------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
658,239
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
12
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
19.8%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- ----------------------- --------------------
CUSIP NO. 872857107 Page 9
- ----------------------- --------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1
JENKIN LLOYD JONES
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
NOT APPLICABLE
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
UNITED STATES OF AMERICA
- ------------------------------------------------------------------------------
SOLE VOTING POWER
NUMBER OF 7
SHARES 9,475
---------------------------------------------------------------
BENEFICIALLY SHARED VOTING POWER
8
OWNED BY 22,634
---------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 9
9,475
---------------------------------------------------------------
SHARED DISPOSITIVE POWER
PERSON 10
WITH 22,634
---------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,109
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
12
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
1.0%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- ----------------------- --------------------
CUSIP NO. 872857107 Page 10
- ----------------------- --------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1
JENKIN LLOYD JONES JR.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
NOT APPLICABLE
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
UNITED STATES OF AMERICA
- ------------------------------------------------------------------------------
SOLE VOTING POWER
NUMBER OF 7
SHARES -0-
---------------------------------------------------------------
BENEFICIALLY SHARED VOTING POWER
8
OWNED BY 131,963
---------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 9 -0-
---------------------------------------------------------------
SHARED DISPOSITIVE POWER
PERSON 10
WITH 131,963
---------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
131,994
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
12
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
4.0%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- ----------------------- --------------------
CUSIP NO. 872857107 Page 11
- ----------------------- --------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1
DAVID LLOYD JONES
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
NOT APPLICABLE
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
UNITED STATES OF AMERICA
- ------------------------------------------------------------------------------
SOLE VOTING POWER
NUMBER OF 7
SHARES 61,209
---------------------------------------------------------------
BENEFICIALLY SHARED VOTING POWER
8
OWNED BY -0-
---------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 9 61,209
---------------------------------------------------------------
SHARED DISPOSITIVE POWER
PERSON 10
WITH -0-
---------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,209
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
12
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
1.8%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- ----------------------- --------------------
CUSIP NO. 872857107 Page 12
- ----------------------- --------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1
ROBERT J. SWAB
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
NOT APPLICABLE
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
UNITED STATES OF AMERICA
- ------------------------------------------------------------------------------
SOLE VOTING POWER
NUMBER OF 7
SHARES 71,246
---------------------------------------------------------------
BENEFICIALLY SHARED VOTING POWER
8
OWNED BY -0-
---------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 9
71,246
---------------------------------------------------------------
SHARED DISPOSITIVE POWER
PERSON 10
WITH -0-
---------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
71,246
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
12
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
2.1%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- ----------------------- --------------------
CUSIP NO. 872857107 Page 13
- ----------------------- --------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1
MARTIN A. VAUGHAN
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
NOT APPLICABLE
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
UNITED STATES OF AMERICA
- ------------------------------------------------------------------------------
SOLE VOTING POWER
NUMBER OF 7
SHARES 53,024
---------------------------------------------------------------
BENEFICIALLY SHARED VOTING POWER
8
OWNED BY -0-
---------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 9 53,024
---------------------------------------------------------------
SHARED DISPOSITIVE POWER
PERSON 10
WITH -0-
---------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,024
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
12
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13
1.6%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 872857107
Page 14
AMENDMENT NO.1 TO SCHEDULE 13D
This Amendment No. 1 to Schedule 13D amends the initial statement on
Schedule 13D (the "Initial Schedule 13D") relating to the common stock, par
value $.10 per share ("Common Stock"), of T/SF Communications Corporation, a
Delaware corporation ("T/SF"), as filed by the Reporting Persons (as hereinafter
defined) with the Securities and Exchange Commission on July 11, 1997.
ITEM 2. IDENTITY AND BACKGROUND
-------------------------------
Item 2 of the Initial Schedule 13D is hereby amended and restated to read
in its entirety as follows:
This Schedule 13D is filed by the following persons (each, a "Reporting
Person"):
Howard G. Barnett, Jr.,
Robert E. Craine, Jr.,
J. Gary Mourton,
Stuart P. Honeybone,
Billie T. Barnett,
Howard G. Barnett, Sr.,
Florence Lloyd Jones Barnett,
Jenkin Lloyd Jones,
Jenkin Lloyd Jones Jr.,
David Lloyd Jones,
Robert J. Swab, and
Martin A. Vaughan.
Exhibit A to the Initial Schedule 13D, which is incorporated herein by this
reference, sets forth, to the extent applicable, the name, citizenship,
residence or business address, and present principal occupation or employment of
each Reporting Person and the name, principal business and address of any
corporation or other organization in which such employment is conducted.
The Initial Schedule 13D was filed because the Reporting Persons may have
been deemed to have been members of a "group" consisting of themselves and/or
the Fir Tree Stockholders (as defined in Item 4 of the Initial Schedule 13D)
because the Reporting Persons and/or their affiliates and the Fir Tree
Stockholders were parties to the Stockholders Agreement (as defined in Item 4 of
the Initial Schedule 13D). The Stockholders Agreement terminated according to
its terms effective August 12, 1997, when the Preferred Stock Purchase Agreement
(as defined in Item 4 of the Initial Schedule 13D) was terminated by the parties
thereto in anticipation of T/SF's entry into the VS&A Stock Purchase Agreement
(as defined in Item 4 below).
In connection with the VS&A Stock Purchase Agreement, each Reporting Person
(individually and/or on behalf of an affiliate or affiliates) other than Stuart
P. Honeybone, Robert J. Swab and Martin A. Vaughan (Messrs. Honeybone, Swab and
Vaughan being hereinafter referred to as the "Former Reporting Persons" and the
Reporting Persons, other than the Former Reporting Persons, being
<PAGE>
SCHEDULE 13D
CUSIP No. 872857107 Page 15
hereinafter referred to as the "VS&A Reporting Persons") has entered into a
separate VS&A Stockholder Agreement (as defined in Item 4 below) and, therefore,
may be deemed to be a member of a "group" with the other VS&A Reporting Persons.
Each VS&A Reporting Person, however, hereby disclaims the existence of any
"group" with respect to the securities of T/SF as permitted by the instructions
of this Schedule 13D.
To the best knowledge of each Reporting Person, during the last five years,
no Reporting Person, or any other person identified on Exhibit A to the Initial
Schedule 13D, has been convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors) or was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
This Schedule 13D amends all previous filings, if any, respecting the
Common Stock by each Reporting Person under Section 13 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
ITEM 4. PURPOSE OF TRANSACTION
------------------------------
Item 4 of the Initial Schedule 13D is hereby amended and restated to read
in its entirety as follows:
As discussed under Item 2 above, the Stockholders Agreement described in
Item 4 of the Initial Schedule 13D terminated according to its terms effective
August 12, 1997, when the Preferred Stock Purchase Agreement described in such
Item 4 was terminated by the parties thereto in anticipation of T/SF's entry
into the VS&A Stock Purchase Agreement.
On August 15, 1997, T/SF entered into a Stock Purchase Agreement (the "VS&A
Stock Purchase Agreement") with VS&A Communications Partners II, L.P. ("VS&A")
and VS&A-T/SF, Inc. (the "VS&A Subsidiary") which provides for the following to
occur subject to certain terms and conditions: (i) the recapitalization of T/SF
by means of a tender offer by T/SF (the "VS&A Tender Offer") to purchase all
issued and outstanding shares of Common Stock at a price of $40.25 in cash net
per share (the "VS&A Offer Price"), (ii) the purchase by the VS&A Subsidiary of
not less than 869,565 newly issued shares of Common Stock at the VS&A Offer
Price, and (iii) the subsequent merger of the VS&A Subsidiary into T/SF (the
"Merger") or a reverse stock split of the Common Stock (the "Stock Split")
pursuant to which each share of Common Stock which is not tendered in the VS&A
Tender Offer (other than the shares held by the VS&A Subsidiary and the Fir Tree
Stockholders and any shares held by T/SF stockholders exercising appraisal
rights) will be converted into the right to receive the VS&A Offer Price for
each such share. Concurrently with the execution of the VS&A Stock Purchase
Agreement, each VS&A Reporting Person (or an affiliate or affiliates of such
VS&A Reporting Person) entered into a separate Stockholder Agreement (a "VS&A
Stockholder Agreement") with VS&A and the VS&A Subsidiary, copies of which are
attached hereto as Exhibits A through K and are incorporated herein by this
reference.
<PAGE>
SCHEDULE 13D
CUSIP No. 872857107 PAGE 16
Pursuant to the VS&A Stock Purchase Agreement, it is anticipated that, if
the VS&A Tender Offer and the Merger or Stock Split are consummated, all of the
Common Stock will be held by the VS&A Subsidiary and the Fir Tree Stockholders.
In addition, it is anticipated that, if consummated, the VS&A Tender Offer
followed by the Merger or Stock Split will result in: (i) the delisting of the
Common Stock on the American Stock Exchange, (ii) the Common Stock becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Exchange Act, (iii) a change in the composition of the present board of
directors of T/SF, and (iv) a change in the capitalization of T/SF.
Pursuant to their respective VS&A Stockholder Agreements, each of the VS&A
Reporting Persons (or one or more of their respective affiliates) has agreed,
among other things, to: (i) tender all shares of Common Stock owned by such
person pursuant to the VS&A Tender Offer; (ii) vote such shares against (a) any
proposal concerning the acquisition of all or a substantial portion of the
assets of T/SF or any capital stock of T/SF by anyone other than VS&A and its
affiliates (an "Acquisition Proposal"), and (b) any action which would impede
the transactions contemplated by the VS&A Stockholder Agreements or the VS&A
Stock Purchase Agreement; provided, that, in either such case, such person will
not be required to take such action to the extent that the taking of such action
would violate a fiduciary duty owed by such person in any capacity; (iii) cease
all participation in activities with respect to any Acquisition Proposal, except
to the extent T/SF is permitted to participate in such activities pursuant to
the VS&A Stock Purchase Agreement; (iv) not transfer any shares of Common Stock
owned by such person; and (v) pay certain amounts to VS&A upon certain
dispositions of such shares by such person in the event the VS&A Tender Offer is
not consummated.
The foregoing summary of the provisions of the VS&A Stockholder Agreements
does not purport to be complete. Reference is made to the provisions of, and
such summary is qualified in its entirety by reference to, the VS&A Stockholder
Agreements, copies of which are attached hereto as Exhibits A though K.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
--------------------------------------------
Item 5 of the Initial Schedule 13D is hereby amended and restated to read
in its entirety as follows:
The name, number of shares of Common Stock beneficially owned and
percentage of all outstanding shares of Common Stock of each Reporting Person is
as follows:
<TABLE>
<CAPTION>
Number of Percentage of
Name Shares (1) Class (2)
---- ---------- -------------
<S> <C> <C>
Howard G. Barnett, Jr. (3) 710,968 20.7%
Robert E. Craine, Jr. (4) 94,853 2.8%
J. Gary Mourton (5) 97,184 2.9%
Stuart P. Honeybone (6) 31,569 0.9%
Billie T. Barnett (7) 26,602 0.8%
</TABLE>
<PAGE>
SCHEDULE 13D
CUSIP No. 872857107 Page 17
<TABLE>
<S> <C> <C>
Howard G. Barnett, Sr. (8) 52,510 1.6%
Florence Lloyd Jones Barnett (9) 658,239 19.8%
Jenkin Lloyd Jones (10) 32,109 1.0%
Jenkin Lloyd Jones Jr. (11) 131,994 4.0%
David Lloyd Jones (12) 61,209 1.8%
Robert J. Swab (13) 71,246 2.1%
Martin A. Vaughan (14) 53,024 1.6%
Total of all such persons 1,529,565 42.7%
</TABLE>
____________________________
(1) Unless otherwise noted, each person has sole voting and dispositive power
over the shares listed opposite his or her name. For the purposes of the
table, shares of other members of the possible group have not been
attributed to each member. Each person or member listed above (except the
Former Reporting Persons) may be deemed to share voting power for all of
the shares identified above which are subject to a VS&A Stockholder
Agreement based on the provisions thereof regarding the voting of such
shares. Unless otherwise noted, shares identified above are subject to a
VS&A Stockholder Agreement. None of the shares issuable upon the exercise
of vested options is subject to a VS&A Stockholder Agreement. It is
anticipated that such options will be exchanged for cash following the
closing of the VS&A Tender Offer. A total of 1,121,472 shares of Common
Stock are subject to a VS&A Stockholder Agreement.
(2) Shares of Common Stock which were not outstanding but which could be
acquired by a person upon exercise of any option or other right within the
next 60 days are deemed outstanding for the purpose of computing the
percentage of outstanding shares beneficially owned by such person. Such
shares, however, are not deemed to be outstanding for the purpose of
computing the percentage of outstanding shares beneficially owned by any
other person. As of August 15, 1997, 3,331,646 shares of Common Stock were
outstanding.
(3) Of the 710,968 shares of Common Stock beneficially owned by Mr. Barnett,
175,346 shares are beneficially owned directly for his own account (of
which 12,462 shares are restricted until January 1998, except as to voting
rights) and 189 shares are held by the T/SF Communications Corporation
Savings and Retirement Plan (the "T/SF Retirement Plan") and allocated to
Mr. Barnett's account. In addition, Mr. Barnett is the beneficial owner of
(i) 416,139 shares of Common Stock owned by Florence Lloyd Jones Barnett
(Mr. Barnett's mother) and Mr. Barnett, as Co-Trustees of the Revocable
Inter Vivos Trust of Florence Lloyd Jones Barnett, and (ii) 2,510 shares of
Common Stock owned by Howard G. Barnett (Mr. Barnett's father) and Mr.
Barnett, as Co-Trustees of the Revocable Inter Vivos Trust of Howard G.
Barnett. The ownership for Mr. Barnett includes 105,000 shares
attributable to vested options under T/SF's 1994 Incentive Stock Plan and
Incentive Stock Option Plan. Also, Mr. Barnett is the beneficial owner of
11,784 shares of Common Stock (excluding the 189 shares allocated to Mr.
Barnett's account) owned by the T/SF Retirement Plan of which Mr. Barnett
is the Trustee. Mr. Barnett
<PAGE>
SCHEDULE 13D
CUSIP No. 872857107 Page 18
has sole voting and dispositive power with respect to shares held by the
T/SF Retirement Plan. The T/SF Retirement Plan is not a party to a VS&A
Stockholder Agreement. The stock ownership of Mr. Barnett does not include
shares held by his wife, Billie T. Barnett (26,602 shares). Mr. Barnett
disclaims beneficial ownership of the shares held by his wife.
(4) Included in Mr. Craine's ownership are 4,820 shares which are restricted
until 1998 except as to voting rights, 199 shares held by the T/SF
Retirement Plan and allocated to Mr. Craine's account and 58,500 shares
attributable to vested options held by Mr. Craine.
(5) Included in Mr. Mourton's ownership are 5,451 shares which are restricted
until 1998 except as to voting rights, 206 shares held by the T/SF
Retirement Plan and allocated to Mr. Mourton's account and 58,500 shares
attributable to vested options held by Mr. Mourton.
(6) Included in Mr. Honeybone's ownership are 223 shares held by the T/SF
Retirement Plan and allocated to Mr. Honeybone's account and 31,000 shares
attributable to vested options held by Mr. Honeybone. Mr. Honeybone is not
a party to a VS&A Stockholder Agreement.
(7) The stock ownership of Mrs. Barnett does not include shares beneficially
owned by her husband, Howard G. Barnett, Jr. (see note (3) above). Mrs.
Barnett disclaims beneficial ownership of the shares held by her husband.
(8) Of the 52,510 shares of Common Stock beneficially owned by Mr. Barnett, (i)
2,510 shares are owned by him and Howard G. Barnett, Jr., as Co-Trustees of
the Revocable Inter Vivos Trust of Howard G. Barnett, which shares are also
included in the beneficial ownership of Howard G. Barnett, Jr. (see note
(3) above), and (ii) 50,000 shares are held by Mr. Barnett and Florence
Lloyd Jones Barnett (his wife) as Trustees of the Florence L.J. and Howard
G. Barnett Foundation, which shares are also included in the beneficial
ownership of Florence Lloyd Jones Barnett (see note (9) below). Except for
the shares held by such Foundation, Mr. Barnett's ownership does not
include shares beneficially owned by his wife, Florence Lloyd Jones Barnett
(see note (9) below). Mr. Barnett disclaims beneficial ownership of such
shares.
(9) Of the 658,239 shares of Common Stock beneficially owned by Mrs. Barnett,
(i) 416,139 shares are owned by her and Howard G. Barnett, Jr., as Co-
Trustees of the Revocable Inter Vivos Trust of Florence Lloyd Jones
Barnett, which shares are also included in the beneficial ownership of
Howard G. Barnett, Jr. (see note (3) above), (ii) 192,100 shares are owned
by Mrs. Barnett as Trustee of the Florence Lloyd Jones Barnett Charitable
Remainder Unitrust, and (iii) 50,000 shares are owned by Mrs. Barnett and
Howard G. Barnett (her husband) as Trustees of the Florence L.J. and Howard
G. Barnett Foundation, which shares are also included in the beneficial
ownership of Howard G. Barnett (see note (8) above). Except for the shares
held by such Foundation, Mrs. Barnett's ownership does not include shares
beneficially owned by her husband, Howard G. Barnett (see note (8) above).
Mrs. Barnett disclaims beneficial ownership of such shares.
(10) Of the 32,109 shares of Common Stock beneficially owned by Mr. Jones, (i)
22,634 shares are owned by him and Jenkin Lloyd Jones Jr. (Mr. Jones' son)
as Co-Trustees of the Jenkin Lloyd Jones Revocable Inter Vivos Trust, which
shares are also included in the beneficial ownership
<PAGE>
SCHEDULE 13D
CUSIP NO.872857107 PAGE 19
of Jenkin Lloyd Jones Jr. (see note (11) below), and (ii) 9,475 shares are
owned by him as Trustee of the Jenkin Lloyd Jones Foundation. Such
Foundation is not a party to a VS&A Stockholder Agreement.
(11) The ownership shown for Jenkin Lloyd Jones Jr. is derived as follows: (i)
104,688 shares of Common Stock owned by Jenkin Lloyd Jones Jr. and Carol B.
Jones (his wife), as Co-Trustees of the Revocable Inter Vivos Trust of
Jenkin Lloyd Jones Jr., (ii) 4,641 shares owned by Carol B. Jones and
Jenkin Lloyd Jones Jr., as Co-Trustees of the Revocable Inter Vivos Trust
of Carol B. Jones, (iii) 31 shares held by the T/SF Retirement Plan and
allocated to Mr. Jones' account, and (iv) 22,634 shares owned by the
Revocable Inter Vivos Trust of Jenkin Lloyd Jones, of which Jenkin Lloyd
Jones and Jenkin Lloyd Jones Jr. are Co-Trustees, which shares are also
included in the beneficial ownership of Jenkin Lloyd Jones (see note (10)
above). The 4,641 shares owned by Carol B. Jones and Jenkin Lloyd Jones
Jr., as Co-Trustees of the Revocable Inter Vivos Trust of Carol B. Jones
are not subject to a VS&A Stockholder Agreement.
(12) Of the 61,209 shares of Common Stock beneficially owned by Mr. Jones, 2,194
shares are held by Mr. Jones as custodian for his daughter Alicia Lloyd
Jones, and 2,194 shares are held by Mr. Jones as custodian for his daughter
Melissa Lloyd Jones. The shares held by Mr. Jones as custodian are not
subject to a VS&A Stockholder Agreement. The stock ownership of Mr. Jones
does not include shares held by his wife, Martha Jones (4,641 shares). Mr.
Jones disclaims beneficial ownership of the shares held by his wife.
(13) Mr. Swab is not a party to a VS&A Stockholder Agreement.
(14) Mr. Vaughan's stock holdings in the table include (i) 29,833 shares of
Common Stock held by Midwest Resources, Inc., a private company of which
Mr. Vaughan is president, and (ii) 3,639 shares of Common Stock held by
Maverick Exploration, Inc., of which Mr. Vaughan owns 100 percent. The
shares shown as owned by Mr. Vaughan exclude (i) 43,747 shares of Common
Stock held by his wife, Nancy Swab Vaughan, directly, and (ii) 28,643
shares of Common Stock held by his wife as Co-Trustee of the Revocable
Inter Vivos Trust of John T. Swab. Mr. Vaughan disclaims beneficial
ownership in any such shares. The other trustee of the Revocable Inter
Vivos Trust of John T. Swab is John Stephen Swab (son of Nancy Swab
Vaughan). None of Mr. Vaughan, Midwest Resources, Inc. or Maverick
Exploration, Inc. is a party to a VS&A Stockholder Agreement.
There have been no transactions in T/SF's securities by any of the
Reporting Persons since the date of the filing of the Initial Schedule 13D.
As described in Item 2 above, the Former Reporting Persons can no longer be
deemed to be members of a "group" because the Stockholders Agreement terminated
effective August 12, 1997, and because none of them is a party to a VS&A
Stockholder Agreement. Thus, the Former Reporting Persons may no longer be
deemed to be the beneficial owners of more than five percent of the outstanding
shares of Common Stock.
<PAGE>
SCHEDULE 13D
CUSIP No. 872857107 Page 20
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
--------------------------------------------------
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
------------------------------------------------------
Item 6 of the Initial Schedule 13D is hereby amended and restated to read
in its entirety as follows:
The information regarding the VS&A Stockholder Agreements and VS&A Stock
Purchase Agreement set forth in Item 4 above is incorporated in this Item 6 by
reference. As noted under Item 5 above, certain of the Reporting Persons hold
restricted shares of Common Stock and have been granted options under T/SF's
1994 Incentive Stock Plan and Incentive Stock Option Plan.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
-----------------------------------------
The following exhibits are filed herewith:
* - Reporting Persons and Related Person
* - Joint Filing Agreement and Power of Attorney dated as of July
1, 1997, among Howard G. Barnett, Jr., Robert E. Craine, Jr.,
J. Gary Mourton, Stuart P. Honeybone, Billie T. Barnett,
Howard G. Barnett, Sr., Florence Lloyd Jones Barnett, Jenkin
Lloyd Jones, Jenkin Lloyd Jones Jr., David Lloyd Jones, Robert
J. Swab, and Martin A. Vaughan
Exhibit A - Stockholder Agreement dated as of August 15, 1997, among VS&A
Communications Partners II, L.P., VS&A-T/SF, Inc. and Jenkin
Lloyd Jones Jr. and Carol B. Jones, Trustees UA July 3, 1985,
Jenkin Lloyd Jones Jr. Revocable Inter Vivos Trust
Exhibit B - Stockholder Agreement dated as of August 15, 1997, among VS&A
Communications Partners II, L.P., VS&A-T/SF, Inc. and J. Gary
Mourton
Exhibit C - Stockholder Agreement dated as of August 15, 1997, among VS&A
Communications Partners II, L.P., VS&A-T/SF, Inc. and Robert
E. Craine, Jr.
Exhibit D - Stockholder Agreement dated as of August 15, 1997, among VS&A
Communications Partners II, L.P., VS&A-T/SF, Inc. and Howard
G. Barnett,Jr.
Exhibit E - Stockholder Agreement dated as of August 15, 1997, among VS&A
Communications Partners II, L.P., VS&A-T/SF, Inc. and Howard
G.Barnett and Howard G. Barnett, Jr., Trustees UA June 22,
1976, FBO Howard G. Barnett Revocable Inter Vivos Trust
Exhibit F - Stockholder Agreement dated as of August 15, 1997, among VS&A
Communications Partners II, L.P., VS&A-T/SF, Inc. and Howard
G. Barnett, Jr.
<PAGE>
SCHEDULE 13D
CUSIP No. 872857107 Page 21
and Florence Lloyd Jones Barnett, Trustees UA June 22, 1996,
Florence Lloyd Jones Barnett Revocable Inter Vivos Trust
Exhibit G - Stockholder Agreement dated as of August 15, 1997, among VS&A
Communications Partners II, L.P., VS&A-T/SF, Inc. and Billie
T. Barnett
Exhibit H - Stockholder Agreement dated as of August 15, 1997, among VS&A
Communications Partners II, L.P., VS&A-T/SF, Inc. and Jenkin
Lloyd Jones and Jenkin Lloyd Jones Jr., Trustee UA September
25, 1972, Jenkin Lloyd Jones Revocable Inter Vivos Trust
Exhibit I - Stockholder Agreement dated as of August 15, 1997, among VS&A
Communications Partners II, L.P., VS&A-T/SF, Inc. and David
Lloyd Jones
Exhibit J - Stockholder Agreement dated as of August 15, 1997, among VS&A
Communications Partners II, L.P., VS&A-T/SF, Inc. and Florence
Lloyd Jones Barnett, Trustee UA March 18, 1996, Florence Lloyd
Jones Barnett Charitable Remainder Unitrust
Exhibit K - Stockholder Agreement dated as of August 15, 1997, among VS&A
Communications Partners II, L.P., VS&A-T/SF, Inc. and Howard
G. Barnett and Florence Lloyd Jones Barnett, Trustees of the
Florence L.J. and Howard G. Barnett Foundation
* Incorporated by reference to the Initial Schedule 13D.
* * * *
<PAGE>
SCHEDULE 13D
CUSIP No. 872857107 Page 22
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete, and correct.
Dated: August 19, 1997
Howard G. Barnett, Jr.* Florence Lloyd Jones Barnett*
- --------------------------------- -------------------------------------
Howard G. Barnett, Jr. Florence Lloyd Jones Barnett
Robert E. Craine, Jr.* Jenkin Lloyd Jones*
- --------------------------------- -------------------------------------
Robert E. Craine, Jr. Jenkin Lloyd Jones
/s/ J. Gary Mourton Jenkin Lloyd Jones Jr.*
- --------------------------------- -------------------------------------
J. Gary Mourton Jenkin Lloyd Jones Jr.
Stuart P. Honeybone* David Lloyd Jones*
- --------------------------------- -------------------------------------
Stuart P. Honeybone David Lloyd Jones
Billie T. Barnett* Robert J. Swab*
- --------------------------------- -------------------------------------
Billie T. Barnett Robert J. Swab
Howard G. Barnett, Sr.* Martin A. Vaughan*
- --------------------------------- -------------------------------------
Howard G. Barnett, Sr. Martin A. Vaughan
*By: /s/ J. Gary Mourton
----------------------------
J. Gary Mourton
Attorney-in-Fact
<PAGE>
EXHIBIT 99.1
EXHIBIT A
STOCKHOLDER AGREEMENT
---------------------
August 15, 1997
The parties to this agreement are VS&A Communications Partners II,
L.P., a Delaware limited partnership ("Parent"), VS&A-T/SF, Inc., a Delaware
corporation and a wholly owned subsidiary of Parent (the "Sub"), and Jenkin
Lloyd Jones Jr. and Carol B. Jones, as Co-Trustees of the Revocable Inter Vivos
Trust of Jenkin Lloyd Jones Jr. (the "Stockholder").
Concurrently with the execution and delivery of this agreement,
Parent, the Sub, and T/SF Communications Corporation, a Delaware corporation
(the "Company"), are entering into a Stock Purchase Agreement the ("Agreement")
which provides inter alia, for the Company's cash tender offer (the "Offer") to
----- ----
purchase all of the Company's outstanding shares of common stock, par value $.10
per share ("Common Stock") at a price of $40.25 per share. As a condition to
entering into the Agreement, Parent has required that the Stockholder agree to
the terms of this agreement and, as an inducement to Parent and the Sub to enter
into the Agreement and proceed with the Offer, the Stockholder has agreed to
those terms as set forth below. Capitalized terms used end not defined in this
agreement have the meanings ascribed to them in the Agreement.
It is therefore agreed as follows:
1. Tender of Shares.
----------------
(a) Tender. Not later than the fifteenth business day after
------
commencement of the Offer pursuant to Section 1.1 of the Agreement, the
Stockholder shall validly tender (or cause the record owner of his Shares to
validly tender), in accordance with the terms of the Offer, the number of shares
of the Common Stock set forth opposite the Stockholder's name on Schedule I to
this agreement, all of which are beneficially owned by the Stockholder, together
with any additional shares of the Common Stock that the Stockholder acquires
record or beneficial ownership of after execution of this agreement except for
additional shares acquired in any capacity excepted from this agreement pursuant
to Schedule I.
(b) Authorization to Disclose. The Stockholder authorizes the Company,
-------------------------
Parent and the Sub to publish and disclose in the documents relating to the
Offer the Stockholder's identity and ownership of the Company's common stock and
the nature of the Stockholder's commitments, arrangements and understandings
under this agreement.
(c) Conditions. The Stockholder acknowledges that the Company's
----------
obligation to accept and pay for the Shares in the Offer, including the Shares
owned of record or beneficially by the Stockholder, is subject to the term and
conditions of the Offer.
<PAGE>
2. The Stockholder's Responsibilities with Respect to the Merger.
-------------------------------------------------------------
(a) Voting Agreement. The Stockholder shall, at any meeting of the
----------------
holders of Common Stock, however called, or in connection with any written
consent of the holders of Common Stock, vote (or cause to be voted) the Shares,
then held of record or beneficially owned by the Stockholder against any
Acquisition Proposal and against any action or agreement that would impede,
frustrate, prevent or nullify this agreement, or result in a breach in any
respect of any covenant, representation or warranty or any other obligation or
agreement of the Company under the Agreement or which would result in any of the
conditions set forth in Annex A to the Agreement or set forth in Article VI of
the Agreement not being fulfilled. The Stockholder shall not be required to
take any action in accordance with this provision, however, to the extent that
the Stockholder shall have been advised by counsel in writing that in the
opinion of such counsel, the taking of any such action would violate the
Stockholder's fiduciary duties to the Company's stockholders under applicable
law, either in the Stockholder's capacity as a stockholder of the Company or in
the Stockholder's capacity as a member of the Company's Board of Directors.
(b) No Solicitation. Upon execution of this agreement the Stockholder
---------------
immediately shall cease any activities, discussions or negotiations with other
parties with respect to any Acquisition Proposal and shall not, directly or
indirectly, encourage, solicit, participate in or initiate discussions or
negotiations with or provide any information to, any corporation, partnership,
person or other entity or group (other than Parent and any of its affiliates or
representatives) concerning any Acquisition Proposal, except that the
Stockholder may negotiate and participate in negotiations with any entity or
group concerning an Acquisition Proposal to the extent that the Company is
permitted to do so under section 5.4 of the Agreement. The Stockholder shall
immediately communicate to Parent the terms of any proposal, discussion,
negotiation or inquiry the Stockholder receives in his capacity as a stockholder
of the Company (and the Stockholder shall furnish to Parent copies of any
written materials received by the Stockholder in his capacity as a stockholder
of the Company, in connection with any such proposal, discussion, negotiation or
inquiry) and the identity of the party making such proposal or inquiry.
(c) No Transfer of Shares or Inconsistent Arrangements. Except as
--------------------------------------------------
contemplated by the Agreement or this agreement, the Stockholder shall not (i)
transfer (which term shall include, without limitation, any sale, gift, pledge
or other disposition), or consent to any transfer of, any or all of the Shares
in the Company held by the Stockholder of record or beneficially, (ii) enter
into any contract, option or other agreement or understanding with respect to
any transfer of any or all of those Shares or any interest therein, (iii) grant
any proxy, power-of-attorney or other authorization in or with respect to those
Shares, (iv) deposit any of those Shares into a voting trust or enter into a
voting agreement or arrangement with respect to any of those Shares, or (v) take
any other action that would in any way restrict, limit or interfere with the
performance of the Stockholder's obligations under this agreement or the
transactions contemplated by this agreement or by the Agreement. The
Stockholder shall not request that the Company register the transfer (book-entry
or otherwise) of any certificate or uncertificated
2
<PAGE>
interest representing any of the Shares in the Company owned of record or
beneficially by the Stockholder, unless such transfer is made in compliance with
this agreement.
(d) Company Options. If the Stockholder holds Options to acquire
---------------
shares of Company Common Stock, Stockholder shall, if requested by the Company,
consent to the cancellation or substitution of those options in accordance with
the terms of the Agreement and shall execute all appropriate documentation in
connection with such cancellation or substitution.
(e) Reasonable Efforts. Subject to the terms and conditions of this
------------------
agreement, each of the parties to this agreement shall use reasonable efforts to
take or cause to be taken all such action as may be necessary, proper or
advisable under applicable laws and regulations to consummate the transactions
contemplated by this agreement and the Agreement. Each party shall promptly
consult with the other and provide any necessary information and material with
respect to all filings made by Stockholder with any Governmental entity in
connection with this agreement and the Agreement and the transactions
contemplated by this agreement and the Agreement.
(f) Further Assurances. Each party shall from time to time, at the
------------------
other party's request and without further consideration, execute and deliver
such additional documents and take such further lawful action as may be
necessary or desirable to consummate, in the most expeditious manner
practicable, the transactions contemplated by this agreement.
3. Profit on Disposition of Shares Other than Pursuant to the Offer.
----------------------------------------------------------------
If prior to the time of acceptance for payment of the shares pursuant
to the Offer (a) the Company's board of directors withdraws or modifies its
approval or recommendation of the Offer or the Agreement, approves or recommends
a Superior Proposal, or enters into an agreement with respect to a Superior
Proposal, and (b) within 12 months thereafter there is a Disposition of any or
all of the shares of the Company owned by the Stockholder either pursuant to the
Superior Proposal or pursuant to a different Acquisition Proposal for which an
agreement was entered into within six months thereafter, then, promptly upon
receipt by the Stockholder of the proceeds of the Disposition, the Stockholder
shall pay to Parent an amount equal to the first $1.50 per Share of additional
consideration received in connection with the Disposition and 50% of any
additional consideration in excess of $1.50 per Share received in connection
with the Disposition (including the fair market value of any property) as
compared to the consideration that would have been received pursuant to the
Offer. If all or any portion of the consideration received in connection with
the Disposition is other than cash, payment to Parent shall be made in kind or,
at the Stockholder's election, in cash in an amount equal to the fair market
value of the consideration other than cash. As used in this provision, the term
"Disposition" means any sale, exchange or other disposition of shares, including
any disposition in connection with any tender offer, merger, consolidation or
liquidation.
4. Representations and Warranties of the Stockholder. The Stockholder
-------------------------------------------------
represents and warrants to Parent and the Sub as follows:
3
<PAGE>
(a) Power; Binding Agreement. The Stockholder has the legal capacity,
------------------------
power and authority to enter into and perform all of the Stockholder's
obligations under this agreement. The execution, delivery and performance of
this agreement by the Stockholder will not violate any other agreement to which
the Stockholder is a party or by which the Stockholder is bound, including, but
not limited to, any voting agreement, proxy arrangement, pledge agreement,
shareholders agreement or voting trust. This agreement has been duly and
validly executed and delivered by the Stockholder and constitutes a valid and
binding obligation of the Stockholder, enforceable against the Stockholder in
accordance with its terms. There is no beneficiary or holder of a voting trust
certificate or other interest of any trust of which the Stockholder is a trustee
whose consent is required for the execution and delivery of this agreement or
the consummation by the Stockholder of the transactions contemplated by this
agreement.
(b) No Conflicts. Except for filings under the HSR Act, the Exchange
------------
Act and as set forth in Section 3.4 of the Disclosure Schedule to the Agreement,
(i) no filing with, and no permit, authorization, consent or approval of, any
Governmental Entity is required for the execution and delivery of this agreement
by the Stockholder and the consummation by the Stockholder of the transactions
contemplated by this agreement and (ii) the execution, delivery and performance
of this agreement by the Stockholder will not violate any agreement or other
obligation to which the Stockholder is a party or by which the Stockholder or
any of the Stockholder's properties or assets is bound or violate any order,
writ, injunction, decree, judgment, order, statute, rule or regulation
applicable to the Stockholder or any of the Stockholder's properties or assets.
(c) Ownership of Shares. The Stockholder is the record and beneficial
-------------------
owner of the number of shares of the Common Stock subject to this agreement set
forth opposite the Stockholder's name on Schedule I to this agreement, except as
set forth on Schedule I, those shares constitute all of the shares of the Common
Stock owned of record or beneficially by the Stockholder, and upon tender of
those shares to the Company and the purchase of the shares by the Company
pursuant to the Offer, the Company shall acquire valid title to those shares,
free and clear of any claims, liens, encumbrances, proxies, voting trusts or
agreements, understandings or arrangements or any other rights (collectively,
"Encumbrances"). Subject to applicable securities laws and the terms of this
agreement, the Stockholder has sole voting power and sole power to issue
instructions with respect to the matters set forth in sections 1,2 and 3 of this
agreement, sole power of disposition, sole power of conversion, sole power to
demand appraisal rights, and sole power to agree to all of the matters set forth
in this agreement, in each case with respect to all of the shares in the Company
beneficially owned by the Stockholder, with no limitations, qualifications or
restrictions on those rights.
(d) No Encumbrance. Except as permitted by this agreement, the shares
--------------
in the Company owned by the Stockholder of record or beneficially, and the
certificates representing those shares, are now, and at all times prior to the
purchase of those shares pursuant to the Offer will be, held by the Stockholder,
or by a nominee or custodian for the benefit of the Stockholder, free and clear
of all Encumbrances except for those arising under this agreement.
4
<PAGE>
(e) No Finder's Fees. Except as set forth in Section 3.18 of the
----------------
Agreement, no broker, investment banker, financial advisor or other person is
entitled to any broker's, finder's, financial adviser's or other similar fee or
commission in connection with the transactions contemplated by this agreement
based upon arrangements made by or on behalf of the Stockholder.
5. Representations and Warranties of Parent and the Sub. Parent and the
----------------------------------------------------
Sub jointly and severally represent and warrant to the Stockholder as follows:
(a) Power: Binding Agreement. Each of Parent and the Sub has the
-------------------------
corporate power and authority to enter into and perform all of its obligations
under this agreement and the execution, delivery and performance of this
agreement by Parent and the Sub have been duly authorized by all necessary
partnership or corporate action. The execution, delivery and performance of
this agreement by each of Parent and the Sub will not violate any other
agreement to which either of them is a party or by which either of them is
bound. This agreement has been duly and validly executed and delivered by each
of Parent and the Sub and constitutes a valid and binding agreement of each of
Parent and the Sub, enforceable against each of them in accordance with its
terms.
(b) No Conflicts. Except for filings under the HSR Act and the
------------
Exchange Act, (i) no filing with, and no permit, authorization, consent or
approval of, any Governmental Entity is necessary for the execution of this
agreement by each of Parent and the Sub and the consummation by each of Parent
and the Sub of the transactions contemplated hereby and (ii) the execution,
delivery and performance of this agreement by each of Parent and the Sub will
not (A) conflict with or result in any breach of any organizational documents
applicable to either Parent or the Sub, (B) result in a violation or breach of,
or constitute (with or without notice or lapse of time or both) a default (or
give rise to any third party right of termination, cancellation, material
modification or acceleration) under, any of the terms, conditions or provisions
of any note, loan agreement, bond, mortgage, indenture, license, contract,
commitment, arrangement, understanding, agreement or other instrument or
obligation of any kind to which either Parent or the Sub is a party or by which
either Parent or the Sub or any of their respective properties or assets is
bound, or (C) violate any order, writ, injunction, decree, judgment, order,
statute, rule or regulation applicable to either Parent or the Sub or any of
their respective properties or assets.
6. Termination.
-----------
Except as provided in Section 3 of this agreement, this agreement
shall terminate upon the termination of the Agreement in accordance with its
terms. The termination of this agreement pursuant to this provision shall not
relieve any party of liability for any prior breach of its or his or her
obligations under this agreement.
5
<PAGE>
7. Definitions.
-----------
(a) Shares. Any reference in this agreement to the shares owned of
------
record or beneficially by the Stockholder shall be deemed to include shares
hereafter acquired by the Stockholder upon any stock dividend or distribution or
any change in the Company's Common Stock by reason of any split-up,
recapitalization, combination, exchange of shares or similar corporate action.
(b) Beneficial Ownership. For the purpose of this agreement,
--------------------
beneficial ownership with respect to any shares means beneficial ownership as
determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, including pursuant to any agreement, arrangement or understanding,
whether or not in writing.
(c) Agreement. Any reference to the "Agreement" refers to the
---------
Agreement executed on this date as it may hereafter be amended from time to
time.
8. Miscellaneous.
-------------
(a) Reliance by Parent. The Stockholder acknowledges that Stockholder
------------------
understands that Parent is entering into, and causing Sub to enter into, the
Agreement in reliance upon the Stockholder's execution, delivery and performance
of this agreement.
(b) Entire Agreement; No Oral Change. This agreement contains a
---------------------------------
compete statement of all of the arrangements among the parties with respect to
its subject matter, supersedes all prior agreements and understandings, written
and oral, among the parties with respect to that subject matter, and cannot be
changed or terminated except by an agreement in writing signed by all parties.
(c) Binding Agreement. This agreement and the obligations under this
-----------------
agreement shall attach to the shares owned of record and beneficially by the
Stockholder and shall be binding upon any such person or entity to which legal
or beneficial ownership of those shares shall pass, whether by operation of law
or otherwise, including, but not limited to, the Stockholder's heirs, guardians,
administrators or successors. The transferee of any shares shall remain liable
for the performance of all obligations of the transferor under this agreement.
(d) Assignment. None of the parties may assign any of its or his or
----------
her rights or delegate any of its or his or her duties under this agreement
without the prior written consent of the other parties.
(e) Notices. All notices and other communications hereunder shall be
-------
in writing and shall be deemed given if delivered personally, telecopied (which
is confirmed) or sent by an overnight courier service, such as Federal Express,
to the parties at the following addresses (or at such other address for a party
as shall be specified by like notice):
6
<PAGE>
(i) if to Parent or the Sub, to:
VS&A Communications Partners II, L.P.
350 Park Avenue
New York, New York 10022
Attn: Jeffrey T. Stevenson
President
with a copy to:
Proskauer Rose LLP
1585 Broadway
New York, New York 10036
Attn: Bertram A. Abrams, Esq.
(ii) if to the Stockholder, to:
Jenkin Lloyd Jones Jr. and Carol B. Jones
as Co-Trustees of the Revocable Inter Vivos
Trust of Jenkin Lloyd Jones Jr.
6447 S Louisville Avenue
Tulsa, OK 74136
with a copy to:
Conner & Winters
2400 First Place Tower
15 East 5th Street
Tulsa, Oklahoma 74103
Attn: Robert A. Curry, Esq.
(f) Severability. Whenever possible, each provision or portion of any
------------
provision of this agreement shall be interpreted in such manner as to be
effective and valid under applicable law but if any provision or portion of any
provision of this agreement is held to be invalid, illegal or unenforceable in
any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality or unenforceability will not affect any other provision
or portion of any provision in such jurisdiction, and this agreement shall be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision or portion of any provision had never been
contained in this agreement.
(g) Specific Performance. The Stockholder acknowledges that the
--------------------
Company's business is of a special, unique and extraordinary character, and that
any default in the performance of Stockholder's obligations under sections 1
and 2 of this agreement could not be compensated for by damages. Accordingly,
if the Stockholder defaults in the performance of
7
<PAGE>
Stockholder's obligations under section 1 or 2 of this agreement, Parent and
the Sub shall be entitled, in addition to any other remedies that either of them
may have, to enforcement of this agreement by a decree of specific performance
requiring the Stockholder to fulfill those obligations, without any bond or
other security being required and without the necessity of showing actual
damages.
(h) Remedies Cumulative. All rights, powers and remedies provided
-------------------
under this agreement or otherwise available in respect hereof at law or in
equity shall be cumulative and not alternative, and the exercise of any right,
power or remedy by any party shall not preclude the simultaneous or later
exercise by that party of any other right, power or remedy.
(i) No Waiver. The failure of any party hereto to exercise any right,
---------
power or remedy provided under this agreement or otherwise available at law or
in equity, or to insist upon compliance by any other party with its obligations
under this agreement, and any custom or practice of the parties at variance with
the terms of this agreement, shall not constitute a waiver by that party of its
right to exercise any such or other right, power or remedy or to demand such
compliance.
(j) No Third Party Beneficiaries. This agreement is not intended to
----------------------------
be for the benefit of, and shall not be enforceable by, any person or entity who
or which is not a party hereto.
(k) Governing Law. This agreement shall be governed and construed in
-------------
accordance with the laws of the State of Delaware, without giving effect to the
principles of conflicts of law thereof.
(l) Jurisdiction. The courts of the State of Delaware and the United
------------
States District Court for the Southern District of New York shall have
jurisdiction over the parties with respect to any dispute or controversy among
them arising under or in connection with this agreement and, by execution and
delivery of this agreement, each of the parties to this agreement submits to the
jurisdiction of those courts, including, but not limited to, the in personam and
-----------
subject matter jurisdiction of those courts, waives any objection to such
jurisdiction on the grounds of venue or forum non conveniens, the absence of in
----- --- ---------- --
personam or subject matter jurisdiction and any similar grounds, consents to
- --------
service of process by mail (in accordance with section 8(e)) or any other manner
permitted by law, and irrevocably agrees to be bound by any judgment rendered
thereby in connection with this agreement. These consents to jurisdiction shall
not be deemed to confer rights on any person other than the parties to this
agreement.
8
<PAGE>
(m) Headings. The descriptive headings in this agreement are for
--------
convenience of reference only and are not intended to be part of or to affect
the meaning or interpretation of this agreement.
VS&A COMMUNICATIONS PARTNERS II, L.P.
By: /s/ Jeffrey T. Stevenson
------------------------------------------------
Jeffrey T. Stevenson
President and General Partner
VS&A-T/SF, INC.
By: /s/ Jeffrey T. Stevenson
------------------------------------------------
Jeffrey T. Stevenson
President and General Partner
JENKIN LLOYD JONES JR. AND CAROL B. JONES
AS CO-TRUSTEES OF THE REVOCABLE INTER
VIVOS TRUST OF JENKIN LLOYD JONES JR.
/s/ Jenkin Lloyd Jones Jr.
----------------------------------------------------
Jenkin Lloyd Jones, Jr.
/s/ Carol B. Jones
----------------------------------------------------
Carol B. Jones
9
<PAGE>
SCHEDULE 1
<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF SHARES BENEFICIALLY
BENEFICIALLY OWNED OWNED EXCLUDED FROM THIS
SUBJECT TO THIS AGREEMENT (INDICATING
NAME OF STOCKHOLDER AGREEMENT CAPACITY OWNED)
- ------------------- ---------------- -----------------------
<S> <C> <C>
Jenkin Lloyd Jones Jr. and 104,688 shares (i) 31.30546 shares in his account in
Carol B. Jones, as Co- the T/SF Communications
Trustees of the Revocable Retirement Plan
Inter Vivos Trust of Jenkin (ii) 4,641 shares owned by Carol B.
Lloyd Jones Jr. Jones and Jenkin Lloyd Jones Jr.,
as Co-trustees of the Revocable
Inter Vivos Trust of Carol B.
Jones
(iii) 22,634 shares owned by Jenkin
Lloyd Jones and Jenkin Lloyd
Jones Jr., as Co-Trustees of the
Revocable Inter Vivos Trust of
Jenkin Lloyd Jones (See separate
Stockholder Agreement)
</TABLE>
<PAGE>
EXHIBIT 99.2
EXHIBIT B
STOCKHOLDER AGREEMENT
---------------------
August 15, 1997
The parties to this agreement are VS&A Communications Partners II,
L.P., a Delaware limited partnership ("Parent"), VS&A-T/SF, Inc., a Delaware
corporation and a wholly owned subsidiary of Parent (the "Sub"), and J. Gary
Mourton (the "Stockholder").
Concurrently with the execution and delivery of this agreement,
Parent, the Sub, and T/SF Communications Corporation, a Delaware corporation
(the "Company"), are entering into a Stock Purchase Agreement the ("Agreement")
which provides inter alia, for the Company's cash tender offer (the "Offer") to
----- ----
purchase all of the Company's outstanding shares of common stock, par value $.10
per share ("Common Stock") at a price of $40.25 per share. As a condition to
entering into the Agreement, Parent has required that the Stockholder agree to
the terms of this agreement and, as an inducement to Parent and the Sub to enter
into the Agreement and proceed with the Offer, the Stockholder has agreed to
those terms as set forth below. Capitalized terms used end not defined in this
agreement have the meanings ascribed to them in the Agreement.
It is therefore agreed as follows:
1. Tender of Shares.
----------------
(a) Tender. Not later than the fifteenth business day after
------
commencement of the Offer pursuant to Section 1.1 of the Agreement, the
Stockholder shall validly tender (or cause the record owner of his Shares to
validly tender), in accordance with the terms of the Offer, the number of shares
of the Common Stock set forth opposite the Stockholder's name on Schedule I to
this agreement, all of which are beneficially owned by the Stockholder, together
with any additional shares of the Common Stock that the Stockholder acquires
record or beneficial ownership of after execution of this agreement except for
additional shares acquired in any capacity excepted from this agreement pursuant
to Schedule I.
(b) Authorization to Disclose. The Stockholder authorizes the Company,
-------------------------
Parent and the Sub to publish and disclose in the documents relating to the
Offer the Stockholder's identity and ownership of the Company's common stock and
the nature of the Stockholder's commitments, arrangements and understandings
under this agreement.
(c) Conditions. The Stockholder acknowledges that the Company's
----------
obligation to accept and pay for the Shares in the Offer, including the Shares
owned of record or beneficially by the Stockholder, is subject to the term and
conditions of the Offer.
<PAGE>
2. The Stockholder's Responsibilities with Respect to the Merger.
-------------------------------------------------------------
(a) Voting Agreement. The Stockholder shall, at any meeting of the
----------------
holders of Common Stock, however called, or in connection with any written
consent of the holders of Common Stock, vote (or cause to be voted) the Shares,
then held of record or beneficially owned by the Stockholder against any
Acquisition Proposal and against any action or agreement that would impede,
frustrate, prevent or nullify this agreement, or result in a breach in any
respect of any covenant, representation or warranty or any other obligation or
agreement of the Company under the Agreement or which would result in any of the
conditions set forth in Annex A to the Agreement or set forth in Article VI of
the Agreement not being fulfilled. The Stockholder shall not be required to
take any action in accordance with this provision, however, to the extent that
the Stockholder shall have been advised by counsel in writing that in the
opinion of such counsel, the taking of any such action would violate the
Stockholder's fiduciary duties to the Company's stockholders under applicable
law, either in the Stockholder's capacity as a stockholder of the Company or in
the Stockholder's capacity as a member of the Company's Board of Directors.
(b) No Solicitation. Upon execution of this agreement the Stockholder
---------------
immediately shall cease any activities, discussions or negotiations with other
parties with respect to any Acquisition Proposal and shall not, directly or
indirectly, encourage, solicit, participate in or initiate discussions or
negotiations with or provide any information to, any corporation, partnership,
person or other entity or group (other than Parent and any of its affiliates or
representatives) concerning any Acquisition Proposal, except that the
Stockholder may negotiate and participate in negotiations with any entity or
group concerning an Acquisition Proposal to the extent that the Company is
permitted to do so under section 5.4 of the Agreement. The Stockholder shall
immediately communicate to Parent the terms of any proposal, discussion,
negotiation or inquiry the Stockholder receives in his capacity as a stockholder
of the Company (and the Stockholder shall furnish to Parent copies of any
written materials received by the Stockholder in his capacity as a stockholder
of the Company, in connection with any such proposal, discussion, negotiation or
inquiry) and the identity of the party making such proposal or inquiry.
(c) No Transfer of Shares or Inconsistent Arrangements. Except as
--------------------------------------------------
contemplated by the Agreement or this agreement, the Stockholder shall not (i)
transfer (which term shall include, without limitation, any sale, gift, pledge
or other disposition), or consent to any transfer of, any or all of the Shares
in the Company held by the Stockholder of record or beneficially, (ii) enter
into any contract, option or other agreement or understanding with respect to
any transfer of any or all of those Shares or any interest therein, (iii) grant
any proxy, power-of-attorney or other authorization in or with respect to those
Shares, (iv) deposit any of those Shares into a voting trust or enter into a
voting agreement or arrangement with respect to any of those Shares, or (v) take
any other action that would in any way restrict, limit or interfere with the
performance of the Stockholder's obligations under this agreement or the
transactions contemplated by this agreement or by the Agreement. The Stockholder
shall not request that the Company register the transfer (book-entry or
otherwise) of any certificate or uncertificated interest representing any of the
Shares in the Company owned of record or beneficially by the Stockholder, unless
such transfer is made in compliance with this agreement.
2
<PAGE>
(d) Company Options. If the Stockholder holds Options to acquire
---------------
shares of Company Common Stock, Stockholder shall, if requested by the Company,
consent to the cancellation or substitution of those options in accordance with
the terms of the Agreement and shall execute all appropriate documentation in
connection with such cancellation or substitution.
(e) Reasonable Efforts. Subject to the terms and conditions of this
------------------
agreement, each of the parties to this agreement shall use reasonable efforts to
take or cause to be taken all such action as may be necessary, proper or
advisable under applicable laws and regulations to consummate the transactions
contemplated by this agreement and the Agreement. Each party shall promptly
consult with the other and provide any necessary information and material with
respect to all filings made by Stockholder with any Governmental entity in
connection with this agreement and the Agreement and the transactions
contemplated by this agreement and the Agreement.
(f) Further Assurances. Each party shall from time to time, at the
------------------
other party's request and without further consideration, execute and deliver
such additional documents and take such further lawful action as may be
necessary or desirable to consummate, in the most expeditious manner
practicable, the transactions contemplated by this agreement.
3. Profit on Disposition of Shares Other than Pursuant to the Offer.
----------------------------------------------------------------
If prior to the time of acceptance for payment of the shares pursuant
to the Offer (a) the Company's board of directors withdraws or modifies its
approval or recommendation of the Offer or the Agreement, approves or recommends
a Superior Proposal, or enters into an agreement with respect to a Superior
Proposal, and (b) within 12 months thereafter there is a Disposition of any or
all of the shares of the Company owned by the Stockholder either pursuant to the
Superior Proposal or pursuant to a different Acquisition Proposal for which an
agreement was entered into within six months thereafter, then, promptly upon
receipt by the Stockholder of the proceeds of the Disposition, the Stockholder
shall pay to Parent an amount equal to the first $1.50 per Share of additional
consideration received in connection with the Disposition and 50% of any
additional consideration in excess of $1.50 per Share received in connection
with the Disposition (including the fair market value of any property) as
compared to the consideration that would have been received pursuant to the
Offer. If all or any portion of the consideration received in connection with
the Disposition is other than cash, payment to Parent shall be made in kind or,
at the Stockholder's election, in cash in an amount equal to the fair market
value of the consideration other than cash. As used in this provision, the term
"Disposition" means any sale, exchange or other disposition of shares, including
any disposition in connection with any tender offer, merger, consolidation or
liquidation.
4. Representations and Warranties of the Stockholder. The Stockholder
-------------------------------------------------
represents and warrants to Parent and the Sub as follows:
(a) Power; Binding Agreement. The Stockholder has the legal capacity,
------------------------
power and authority to enter into and perform all of the Stockholder's
obligations under
3
<PAGE>
this agreement. The execution, delivery and performance of this agreement by the
Stockholder will not violate any other agreement to which the Stockholder is a
party or by which the Stockholder is bound, including, but not limited to, any
voting agreement, proxy arrangement, pledge agreement, shareholders agreement or
voting trust. This agreement has been duly and validly executed and delivered by
the Stockholder and constitutes a valid and binding obligation of the
Stockholder, enforceable against the Stockholder in accordance with its terms.
There is no beneficiary or holder of a voting trust certificate or other
interest of any trust of which the Stockholder is a trustee whose consent is
required for the execution and delivery of this agreement or the consummation by
the Stockholder of the transactions contemplated by this agreement.
(b) No Conflicts. Except for filings under the HSR Act, the Exchange
------------
Act and as set forth in Section 3.4 of the Disclosure Schedule to the Agreement,
(i) no filing with, and no permit, authorization, consent or approval of, any
Governmental Entity is required for the execution and delivery of this agreement
by the Stockholder and the consummation by the Stockholder of the transactions
contemplated by this agreement and (ii) the execution, delivery and performance
of this agreement by the Stockholder will not violate any agreement or other
obligation to which the Stockholder is a party or by which the Stockholder or
any of the Stockholder's properties or assets is bound or violate any order,
writ, injunction, decree, judgment, order, statute, rule or regulation
applicable to the Stockholder or any of the Stockholder's properties or assets.
(c) Ownership of Shares. The Stockholder is the record and beneficial
-------------------
owner of the number of shares of the Common Stock subject to this agreement set
forth opposite the Stockholder's name on Schedule I to this agreement, except as
set forth on Schedule I, those shares constitute all of the shares of the Common
Stock owned of record or beneficially by the Stockholder, and upon tender of
those shares to the Company and the purchase of the shares by the Company
pursuant to the Offer, the Company shall acquire valid title to those shares,
free and clear of any claims, liens, encumbrances, proxies, voting trusts or
agreements, understandings or arrangements or any other rights (collectively,
"Encumbrances"). Subject to applicable securities laws and the terms of this
agreement, the Stockholder has sole voting power and sole power to issue
instructions with respect to the matters set forth in sections 1,2 and 3 of this
agreement, sole power of disposition, sole power of conversion, sole power to
demand appraisal rights, and sole power to agree to all of the matters set forth
in this agreement, in each case with respect to all of the shares in the Company
beneficially owned by the Stockholder, with no limitations, qualifications or
restrictions on those rights.
(d) No Encumbrance. Except as permitted by this agreement, the shares
--------------
in the Company owned by the Stockholder of record or beneficially, and the
certificates representing those shares, are now, and at all times prior to the
purchase of those shares pursuant to the Offer will be, held by the Stockholder,
or by a nominee or custodian for the benefit of the Stockholder, free and clear
of all Encumbrances except for those arising under this agreement.
(e) No Finder's Fees. Except as set forth in Section 3.18 of the
----------------
Agreement, no broker, investment banker, financial advisor or other person is
entitled to any broker's, finder's, financial adviser's or other similar fee or
commission in connection with the transactions contemplated by this agreement
based upon arrangements made by
4
<PAGE>
or on behalf of the Stockholder.
5. Representations and Warranties of Parent and the Sub. Parent and the
----------------------------------------------------
Sub jointly and severally represent and warrant to the Stockholder as follows:
(a) Power: Binding Agreement. Each of Parent and the Sub has the
-------------------------
corporate power and authority to enter into and perform all of its obligations
under this agreement and the execution, delivery and performance of this
agreement by Parent and the Sub have been duly authorized by all necessary
partnership or corporate action. The execution, delivery and performance of
this agreement by each of Parent and the Sub will not violate any other
agreement to which either of them is a party or by which either of them is
bound. This agreement has been duly and validly executed and delivered by each
of Parent and the Sub and constitutes a valid and binding agreement of each of
Parent and the Sub, enforceable against each of them in accordance with its
terms.
(b) No Conflicts. Except for filings under the HSR Act and the
------------
Exchange Act, (i) no filing with, and no permit, authorization, consent or
approval of, any Governmental Entity is necessary for the execution of this
agreement by each of Parent and the Sub and the consummation by each of Parent
and the Sub of the transactions contemplated hereby and (ii) the execution,
delivery and performance of this agreement by each of Parent and the Sub will
not (A) conflict with or result in any breach of any organizational documents
applicable to either Parent or the Sub, (B) result in a violation or breach of,
or constitute (with or without notice or lapse of time or both) a default (or
give rise to any third party right of termination, cancellation, material
modification or acceleration) under, any of the terms, conditions or provisions
of any note, loan agreement, bond, mortgage, indenture, license, contract,
commitment, arrangement, understanding, agreement or other instrument or
obligation of any kind to which either Parent or the Sub is a party or by which
either Parent or the Sub or any of their respective properties or assets is
bound, or (C) violate any order, writ, injunction, decree, judgment, order,
statute, rule or regulation applicable to either Parent or the Sub or any of
their respective properties or assets.
6. Termination.
-----------
Except as provided in Section 3 of this agreement, this agreement
shall terminate upon the termination of the Agreement in accordance with its
terms. The termination of this agreement pursuant to this provision shall not
relieve any party of liability for any prior breach of its or his or her
obligations under this agreement.
5
<PAGE>
7. Definitions.
-----------
(a) Shares. Any reference in this agreement to the shares owned of
------
record or beneficially by the Stockholder shall be deemed to include shares
hereafter acquired by the Stockholder upon any stock dividend or distribution or
any change in the Company's Common Stock by reason of any split-up,
recapitalization, combination, exchange of shares or similar corporate action.
(b) Beneficial Ownership. For the purpose of this agreement,
--------------------
beneficial ownership with respect to any shares means beneficial ownership as
determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, including pursuant to any agreement, arrangement or understanding,
whether or not in writing.
(c) Agreement. Any reference to the "Agreement" refers to the
---------
Agreement executed on this date as it may hereafter be amended from time to
time.
8. Miscellaneous.
-------------
(a) Reliance by Parent. The Stockholder acknowledges that Stockholder
------------------
understands that Parent is entering into, and causing Sub to enter into, the
Agreement in reliance upon the Stockholder's execution, delivery and performance
of this agreement.
(b) Entire Agreement; No Oral Change. This agreement contains a
---------------------------------
compete statement of all of the arrangements among the parties with respect to
its subject matter, supersedes all prior agreements and understandings, written
and oral, among the parties with respect to that subject matter, and cannot be
changed or terminated except by an agreement in writing signed by all parties.
(c) Binding Agreement. This agreement and the obligations under this
-----------------
agreement shall attach to the shares owned of record and beneficially by the
Stockholder and shall be binding upon any such person or entity to which legal
or beneficial ownership of those shares shall pass, whether by operation of law
or otherwise, including, but not limited to, the Stockholder's heirs, guardians,
administrators or successors. The transferee of any shares shall remain liable
for the performance of all obligations of the transferor under this agreement.
(d) Assignment. None of the parties may assign any of its or his or
----------
her rights or delegate any of its or his or her duties under this agreement
without the prior written consent of the other parties.
(e) Notices. All notices and other communications hereunder shall be
-------
in writing and shall be deemed given if delivered personally, telecopied (which
is confirmed) or sent by an overnight courier service, such as Federal Express,
to the parties at the following addresses (or at such other address for a party
as shall be specified by like notice):
6
<PAGE>
(i) if to Parent or the Sub, to:
VS&A Communications Partners II, L.P.
350 Park Avenue
New York, New York 10022
Attn: Jeffrey T. Stevenson
President
with a copy to:
Proskauer Rose LLP
1585 Broadway
New York, New York 10036
Attn: Bertram A. Abrams, Esq.
(ii) if to the Stockholder, to:
J. Gary Mourton
4220 Colonial Drive
Sapulpa, OK 74066
with a copy to:
Conner & Winters
2400 First Place Tower
15 East 5th Street
Tulsa, Oklahoma 74103
Attn: Robert A. Curry, Esq.
(f) Severability. Whenever possible, each provision or portion of any
------------
provision of this agreement shall be interpreted in such manner as to be
effective and valid under applicable law but if any provision or portion of any
provision of this agreement is held to be invalid, illegal or unenforceable in
any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality or unenforceability will not affect any other provision
or portion of any provision in such jurisdiction, and this agreement shall be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision or portion of any provision had never been
contained in this agreement.
(g) Specific Performance. The Stockholder acknowledges that the
--------------------
Company's business is of a special, unique and extraordinary character, and that
any default in the performance of Stockholder's obligations under sections 1
and 2 of this agreement could not be compensated for by damages. Accordingly,
if the Stockholder defaults in the performance of Stockholder's obligations
under section 1 or 2 of this agreement, Parent and the Sub shall be entitled, in
addition to any other remedies that either of them may have, to enforcement of
this agreement by a decree of specific performance requiring the Stockholder to
fulfill those obligations, without any bond or other security being required and
without the necessity of showing actual damages.
(h) Remedies Cumulative. All rights, powers and remedies provided
-------------------
under this agreement or otherwise available in respect hereof at law or in
equity shall be cumulative and not alternative, and the exercise of any right,
power or remedy by any
7
<PAGE>
party shall not preclude the simultaneous or later exercise by that party of any
other right, power or remedy.
(i) No Waiver. The failure of any party hereto to exercise any right,
---------
power or remedy provided under this agreement or otherwise available at law or
in equity, or to insist upon compliance by any other party with its obligations
under this agreement, and any custom or practice of the parties at variance with
the terms of this agreement, shall not constitute a waiver by that party of its
right to exercise any such or other right, power or remedy or to demand such
compliance.
(j) No Third Party Beneficiaries. This agreement is not intended to
----------------------------
be for the benefit of, and shall not be enforceable by, any person or entity who
or which is not a party hereto.
(k) Governing Law. This agreement shall be governed and construed in
-------------
accordance with the laws of the State of Delaware, without giving effect to the
principles of conflicts of law thereof.
(l) Jurisdiction. The courts of the State of Delaware and the United
------------
States District Court for the Southern District of New York shall have
jurisdiction over the parties with respect to any dispute or controversy among
them arising under or in connection with this agreement and, by execution and
delivery of this agreement, each of the parties to this agreement submits to the
jurisdiction of those courts, including, but not limited to, the in personam and
-----------
subject matter jurisdiction of those courts, waives any objection to such
jurisdiction on the grounds of venue or forum non conveniens, the absence of in
----- --- ---------- --
personam or subject matter jurisdiction and any similar grounds, consents to
- --------
service of process by mail (in accordance with section 8(e)) or any other manner
permitted by law, and irrevocably agrees to be bound by any judgment rendered
thereby in connection with this agreement. These consents to jurisdiction shall
not be deemed to confer rights on any person other than the parties to this
agreement.
8
<PAGE>
(m) Headings. The descriptive headings in this agreement are for
--------
convenience of reference only and are not intended to be part of or to affect
the meaning or interpretation of this agreement.
VS&A COMMUNICATIONS PARTNERS II, L.P.
By: /s/ Jeffrey T. Stevenson
--------------------------------------
Jeffrey T. Stevenson
President and General Partner
VS&A-T/SF, INC.
By: /s/ Jeffrey T. Stevenson
--------------------------------------
Jeffrey T. Stevenson
President and General Partner
/s/ J. Gary Mourton
------------------------------------------
J. Gary Mourton
9
<PAGE>
SCHEDULE 1
<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF SHARES BENEFICIALLY
BENEFICIALLY OWNED OWNED EXCLUDED FROM THIS
SUBJECT TO THIS AGREEMENT (INDICATING
NAME OF STOCKHOLDER AGREEMENT CAPACITY OWNED)
- ------------------- ---------------- -------------------------
<S> <C> <C>
J. Gary Mourton 38,478 shares (i) 206.51744 shares in his account in
T/SF Communications Corporation
Savings and Retirement Plan
(ii) 58,500 shares attributable to
vested stock options
</TABLE>
<PAGE>
Exhibit 99.3
EXHIBIT C
STOCKHOLDER AGREEMENT
---------------------
August 15, 1997
The parties to this agreement are VS&A Communications Partners II,
L.P., a Delaware limited partnership ("Parent"), VS&A-T/SF, Inc., a Delaware
corporation and a wholly owned subsidiary of Parent (the "Sub"), and Robert E.
Craine, Jr. (the "Stockholder").
Concurrently with the execution and delivery of this agreement,
Parent, the Sub, and T/SF Communications Corporation, a Delaware corporation
(the "Company"), are entering into a Stock Purchase Agreement the ("Agreement")
which provides inter alia, for the Company's cash tender offer (the "Offer") to
----------
purchase all of the Company's outstanding shares of common stock, par value $.10
per share ("Common Stock") at a price of $40.25 per share. As a condition to
entering into the Agreement, Parent has required that the Stockholder agree to
the terms of this agreement and, as an inducement to Parent and the Sub to enter
into the Agreement and proceed with the Offer, the Stockholder has agreed to
those terms as set forth below. Capitalized terms used end not defined in this
agreement have the meanings ascribed to them in the Agreement.
It is therefore agreed as follows:
1. Tender of Shares.
----------------
(a) Tender. Not later than the fifteenth business day after
------
commencement of the Offer pursuant to Section 1.1 of the Agreement, the
Stockholder shall validly tender (or cause the record owner of his Shares to
validly tender), in accordance with the terms of the Offer, the number of shares
of the Common Stock set forth opposite the Stockholder's name on Schedule I to
this agreement, all of which are beneficially owned by the Stockholder, together
with any additional shares of the Common Stock that the Stockholder acquires
record or beneficial ownership of after execution of this agreement except for
additional shares acquired in any capacity excepted from this agreement pursuant
to Schedule I.
(b) Authorization to Disclose. The Stockholder authorizes the Company,
-------------------------
Parent and the Sub to publish and disclose in the documents relating to the
Offer the Stockholder's identity and ownership of the Company's common stock and
the nature of the Stockholder's commitments, arrangements and understandings
under this agreement.
(c) Conditions. The Stockholder acknowledges that the Company's
----------
obligation to accept and pay for the Shares in the Offer, including the Shares
owned of record or beneficially by the Stockholder, is subject to the term and
conditions of the Offer.
<PAGE>
2. The Stockholder's Responsibilities with Respect to the Merger.
-------------------------------------------------------------
(a) Voting Agreement. The Stockholder shall, at any meeting of the
----------------
holders of Common Stock, however called, or in connection with any written
consent of the holders of Common Stock, vote (or cause to be voted) the Shares,
then held of record or beneficially owned by the Stockholder against any
Acquisition Proposal and against any action or agreement that would impede,
frustrate, prevent or nullify this agreement, or result in a breach in any
respect of any covenant, representation or warranty or any other obligation or
agreement of the Company under the Agreement or which would result in any of the
conditions set forth in Annex A to the Agreement or set forth in Article VI of
the Agreement not being fulfilled. The Stockholder shall not be required to take
any action in accordance with this provision, however, to the extent that the
Stockholder shall have been advised by counsel in writing that in the opinion of
such counsel, the taking of any such action would violate the Stockholder's
fiduciary duties to the Company's stockholders under applicable law, either in
the Stockholder's capacity as a stockholder of the Company or in the
Stockholder's capacity as a member of the Company's Board of Directors.
(b) No Solicitation. Upon execution of this agreement the Stockholder
---------------
immediately shall cease any activities, discussions or negotiations with other
parties with respect to any Acquisition Proposal and shall not, directly or
indirectly, encourage, solicit, participate in or initiate discussions or
negotiations with or provide any information to, any corporation, partnership,
person or other entity or group (other than Parent and any of its affiliates or
representatives) concerning any Acquisition Proposal, except that the
Stockholder may negotiate and participate in negotiations with any entity or
group concerning an Acquisition Proposal to the extent that the Company is
permitted to do so under section 5.4 of the Agreement. The Stockholder shall
immediately communicate to Parent the terms of any proposal, discussion,
negotiation or inquiry the Stockholder receives in his capacity as a stockholder
of the Company (and the Stockholder shall furnish to Parent copies of any
written materials received by the Stockholder in his capacity as a stockholder
of the Company, in connection with any such proposal, discussion, negotiation or
inquiry) and the identity of the party making such proposal or inquiry.
(c) No Transfer of Shares or Inconsistent Arrangements. Except as
--------------------------------------------------
contemplated by the Agreement or this agreement, the Stockholder shall not (i)
transfer (which term shall include, without limitation, any sale, gift, pledge
or other disposition), or consent to any transfer of, any or all of the Shares
in the Company held by the Stockholder of record or beneficially, (ii) enter
into any contract, option or other agreement or understanding with respect to
any transfer of any or all of those Shares or any interest therein, (iii) grant
any proxy, power-of-attorney or other authorization in or with respect to those
Shares, (iv) deposit any of those Shares into a voting trust or enter into a
voting agreement or arrangement with respect to any of those Shares, or (v) take
any other action that would in any way restrict, limit or interfere with the
performance of the Stockholder's obligations under this agreement or the
transactions contemplated by this agreement or by the Agreement. The
Stockholder shall not request that the Company register the transfer (book-entry
or otherwise) of any certificate or uncertificated interest representing any of
the Shares in the Company owned of record or beneficially by the Stockholder,
unless such transfer is made in compliance with this agreement.
2
<PAGE>
(d) Company Options. If the Stockholder holds Options to acquire
---------------
shares of Company Common Stock, Stockholder shall, if requested by the Company,
consent to the cancellation or substitution of those options in accordance with
the terms of the Agreement and shall execute all appropriate documentation in
connection with such cancellation or substitution.
(e) Reasonable Efforts. Subject to the terms and conditions of this
------------------
agreement, each of the parties to this agreement shall use reasonable efforts to
take or cause to be taken all such action as may be necessary, proper or
advisable under applicable laws and regulations to consummate the transactions
contemplated by this agreement and the Agreement. Each party shall promptly
consult with the other and provide any necessary information and material with
respect to all filings made by Stockholder with any Governmental entity in
connection with this agreement and the Agreement and the transactions
contemplated by this agreement and the Agreement.
(f) Further Assurances. Each party shall from time to time, at the
------------------
other party's request and without further consideration, execute and deliver
such additional documents and take such further lawful action as may be
necessary or desirable to consummate, in the most expeditious manner
practicable, the transactions contemplated by this agreement.
3. Profit on Disposition of Shares Other than Pursuant to the Offer.
----------------------------------------------------------------
If prior to the time of acceptance for payment of the shares pursuant
to the Offer (a) the Company's board of directors withdraws or modifies its
approval or recommendation of the Offer or the Agreement, approves or recommends
a Superior Proposal, or enters into an agreement with respect to a Superior
Proposal, and (b) within 12 months thereafter there is a Disposition of any or
all of the shares of the Company owned by the Stockholder either pursuant to the
Superior Proposal or pursuant to a different Acquisition Proposal for which an
agreement was entered into within six months thereafter, then, promptly upon
receipt by the Stockholder of the proceeds of the Disposition, the Stockholder
shall pay to Parent an amount equal to the first $1.50 per Share of additional
consideration received in connection with the Disposition and 50% of any
additional consideration in excess of $1.50 per Share received in connection
with the Disposition (including the fair market value of any property) as
compared to the consideration that would have been received pursuant to the
Offer. If all or any portion of the consideration received in connection with
the Disposition is other than cash, payment to Parent shall be made in kind or,
at the Stockholder's election, in cash in an amount equal to the fair market
value of the consideration other than cash. As used in this provision, the term
"Disposition" means any sale, exchange or other disposition of shares, including
any disposition in connection with any tender offer, merger, consolidation or
liquidation.
4. Representations and Warranties of the Stockholder. The Stockholder
-------------------------------------------------
represents and warrants to Parent and the Sub as follows:
(a) Power; Binding Agreement. The Stockholder has the legal capacity,
------------------------
power and authority to enter into and perform all of the Stockholder's
obligations under
3
<PAGE>
this agreement. The execution, delivery and performance of this agreement by the
Stockholder will not violate any other agreement to which the Stockholder is a
party or by which the Stockholder is bound, including, but not limited to, any
voting agreement, proxy arrangement, pledge agreement, shareholders agreement or
voting trust. This agreement has been duly and validly executed and delivered by
the Stockholder and constitutes a valid and binding obligation of the
Stockholder, enforceable against the Stockholder in accordance with its terms.
There is no beneficiary or holder of a voting trust certificate or other
interest of any trust of which the Stockholder is a trustee whose consent is
required for the execution and delivery of this agreement or the consummation by
the Stockholder of the transactions contemplated by this agreement.
(b) No Conflicts. Except for filings under the HSR Act, the Exchange
------------
Act and as set forth in Section 3.4 of the Disclosure Schedule to the Agreement,
(i) no filing with, and no permit, authorization, consent or approval of, any
Governmental Entity is required for the execution and delivery of this agreement
by the Stockholder and the consummation by the Stockholder of the transactions
contemplated by this agreement and (ii) the execution, delivery and performance
of this agreement by the Stockholder will not violate any agreement or other
obligation to which the Stockholder is a party or by which the Stockholder or
any of the Stockholder's properties or assets is bound or violate any order,
writ, injunction, decree, judgment, order, statute, rule or regulation
applicable to the Stockholder or any of the Stockholder's properties or assets.
(c) Ownership of Shares. The Stockholder is the record and beneficial
-------------------
owner of the number of shares of the Common Stock subject to this agreement set
forth opposite the Stockholder's name on Schedule I to this agreement, except as
set forth on Schedule I, those shares constitute all of the shares of the Common
Stock owned of record or beneficially by the Stockholder, and upon tender of
those shares to the Company and the purchase of the shares by the Company
pursuant to the Offer, the Company shall acquire valid title to those shares,
free and clear of any claims, liens, encumbrances, proxies, voting trusts or
agreements, understandings or arrangements or any other rights (collectively,
"Encumbrances"). Subject to applicable securities laws and the terms of this
agreement, the Stockholder has sole voting power and sole power to issue
instructions with respect to the matters set forth in sections 1,2 and 3 of this
agreement, sole power of disposition, sole power of conversion, sole power to
demand appraisal rights, and sole power to agree to all of the matters set forth
in this agreement, in each case with respect to all of the shares in the Company
beneficially owned by the Stockholder, with no limitations, qualifications or
restrictions on those rights.
(d) No Encumbrance. Except as permitted by this agreement, the shares
--------------
in the Company owned by the Stockholder of record or beneficially, and the
certificates representing those shares, are now, and at all times prior to the
purchase of those shares pursuant to the Offer will be, held by the Stockholder,
or by a nominee or custodian for the benefit of the Stockholder, free and clear
of all Encumbrances except for those arising under this agreement.
(e) No Finder's Fees. Except as set forth in Section 3.18 of the
----------------
Agreement, no broker, investment banker, financial advisor or other person is
entitled to any broker's, finder's, financial adviser's or other similar fee or
commission in connection with the transactions contemplated by this agreement
based upon arrangements made by
4
<PAGE>
or on behalf of the Stockholder.
5. Representations and Warranties of Parent and the Sub. Parent and the
----------------------------------------------------
Sub jointly and severally represent and warrant to the Stockholder as follows:
(a) Power: Binding Agreement. Each of Parent and the Sub has the
-------------------------
corporate power and authority to enter into and perform all of its obligations
under this agreement and the execution, delivery and performance of this
agreement by Parent and the Sub have been duly authorized by all necessary
partnership or corporate action. The execution, delivery and performance of
this agreement by each of Parent and the Sub will not violate any other
agreement to which either of them is a party or by which either of them is
bound. This agreement has been duly and validly executed and delivered by each
of Parent and the Sub and constitutes a valid and binding agreement of each of
Parent and the Sub, enforceable against each of them in accordance with its
terms.
(b) No Conflicts. Except for filings under the HSR Act and the
------------
Exchange Act, (i) no filing with, and no permit, authorization, consent or
approval of, any Governmental Entity is necessary for the execution of this
agreement by each of Parent and the Sub and the consummation by each of Parent
and the Sub of the transactions contemplated hereby and (ii) the execution,
delivery and performance of this agreement by each of Parent and the Sub will
not (A) conflict with or result in any breach of any organizational documents
applicable to either Parent or the Sub, (B) result in a violation or breach of,
or constitute (with or without notice or lapse of time or both) a default (or
give rise to any third party right of termination, cancellation, material
modification or acceleration) under, any of the terms, conditions or provisions
of any note, loan agreement, bond, mortgage, indenture, license, contract,
commitment, arrangement, understanding, agreement or other instrument or
obligation of any kind to which either Parent or the Sub is a party or by which
either Parent or the Sub or any of their respective properties or assets is
bound, or (C) violate any order, writ, injunction, decree, judgment, order,
statute, rule or regulation applicable to either Parent or the Sub or any of
their respective properties or assets.
6. Termination.
-----------
Except as provided in Section 3 of this agreement, this agreement
shall terminate upon the termination of the Agreement in accordance with its
terms. The termination of this agreement pursuant to this provision shall not
relieve any party of liability for any prior breach of its or his or her
obligations under this agreement.
7. Definitions.
-----------
(a) Shares. Any reference in this agreement to the shares owned of
------
record or beneficially by the Stockholder shall be deemed to include shares
hereafter acquired by the Stockholder upon any stock dividend or distribution or
any change in the Company's Common Stock by reason of any split-up,
recapitalization, combination, exchange of shares or similar corporate action.
(b) Beneficial Ownership. For the purpose of this agreement,
--------------------
beneficial ownership with respect to any shares means beneficial ownership as
determined
5
<PAGE>
pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended,
including pursuant to any agreement, arrangement or understanding, whether or
not in writing.
(c) Agreement. Any reference to the "Agreement" refers to the
---------
Agreement executed on this date as it may hereafter be amended from time to
time.
8. Miscellaneous.
-------------
(a) Reliance by Parent. The Stockholder acknowledges that Stockholder
------------------
understands that Parent is entering into, and causing Sub to enter into, the
Agreement in reliance upon the Stockholder's execution, delivery and performance
of this agreement.
(b) Entire Agreement; No Oral Change. This agreement contains a
---------------------------------
compete statement of all of the arrangements among the parties with respect to
its subject matter, supersedes all prior agreements and understandings, written
and oral, among the parties with respect to that subject matter, and cannot be
changed or terminated except by an agreement in writing signed by all parties.
(c) Binding Agreement. This agreement and the obligations under this
-----------------
agreement shall attach to the shares owned of record and beneficially by the
Stockholder and shall be binding upon any such person or entity to which legal
or beneficial ownership of those shares shall pass, whether by operation of law
or otherwise, including, but not limited to, the Stockholder's heirs, guardians,
administrators or successors. The transferee of any shares shall remain liable
for the performance of all obligations of the transferor under this agreement.
(d) Assignment. None of the parties may assign any of its or his or
----------
her rights or delegate any of its or his or her duties under this agreement
without the prior written consent of the other parties.
(e) Notices. All notices and other communications hereunder shall be
-------
in writing and shall be deemed given if delivered personally, telecopied (which
is confirmed) or sent by an overnight courier service, such as Federal Express,
to the parties at the following addresses (or at such other address for a party
as shall be specified by like notice):
6
<PAGE>
(i) if to Parent or the Sub, to:
VS&A Communications Partners II, L.P.
350 Park Avenue
New York, New York 10022
Attn: Jeffrey T. Stevenson
President
with a copy to:
Proskauer Rose LLP
1585 Broadway
New York, New York 10036
Attn: Bertram A. Abrams, Esq.
(ii) if to the Stockholder, to:
Robert E. Craine, Jr.
5118 East 107th Place
Tulsa, Oklahoma 74137
with a copy to:
Conner & Winters
2400 First Place Tower
15 East 5th Street
Tulsa, Oklahoma 74103
Attn: Robert A. Curry, Esq.
(f) Severability. Whenever possible, each provision or portion of any
------------
provision of this agreement shall be interpreted in such manner as to be
effective and valid under applicable law but if any provision or portion of any
provision of this agreement is held to be invalid, illegal or unenforceable in
any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality or unenforceability will not affect any other provision
or portion of any provision in such jurisdiction, and this agreement shall be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision or portion of any provision had never been
contained in this agreement.
(g) Specific Performance. The Stockholder acknowledges that the
--------------------
Company's business is of a special, unique and extraordinary character, and that
any default in the performance of Stockholder's obligations under sections 1
and 2 of this agreement could not be compensated for by damages. Accordingly,
if the Stockholder defaults in the performance of Stockholder's obligations
under section 1 or 2 of this agreement, Parent and the Sub shall be entitled, in
addition to any other remedies that either of them may have, to enforcement of
this agreement by a decree of specific performance requiring the Stockholder to
fulfill those obligations, without any bond or other security being required and
without the necessity of showing actual damages.
7
<PAGE>
(h) Remedies Cumulative. All rights, powers and remedies provided
-------------------
under this agreement or otherwise available in respect hereof at law or in
equity shall be cumulative and not alternative, and the exercise of any right,
power or remedy by any party shall not preclude the simultaneous or later
exercise by that party of any other right, power or remedy.
(i) No Waiver. The failure of any party hereto to exercise any right,
---------
power or remedy provided under this agreement or otherwise available at law or
in equity, or to insist upon compliance by any other party with its obligations
under this agreement, and any custom or practice of the parties at variance with
the terms of this agreement, shall not constitute a waiver by that party of its
right to exercise any such or other right, power or remedy or to demand such
compliance.
(j) No Third Party Beneficiaries. This agreement is not intended to
----------------------------
be for the benefit of, and shall not be enforceable by, any person or entity who
or which is not a party hereto.
(k) Governing Law. This agreement shall be governed and construed in
-------------
accordance with the laws of the State of Delaware, without giving effect to the
principles of conflicts of law thereof.
(l) Jurisdiction. The courts of the State of Delaware and the United
------------
States District Court for the Southern District of New York shall have
jurisdiction over the parties with respect to any dispute or controversy among
them arising under or in connection with this agreement and, by execution and
delivery of this agreement, each of the parties to this agreement submits to the
jurisdiction of those courts, including, but not limited to, the in personam and
-----------
subject matter jurisdiction of those courts, waives any objection to such
jurisdiction on the grounds of venue or forum non conveniens, the absence of in
----- --- ---------- --
personam or subject matter jurisdiction and any similar grounds, consents to
- --------
service of process by mail (in accordance with section 8(e)) or any other manner
permitted by law, and irrevocably agrees to be bound by any judgment rendered
thereby in connection with this agreement. These consents to jurisdiction shall
not be deemed to confer rights on any person other than the parties to this
agreement.
8
<PAGE>
(m) Headings. The descriptive headings in this agreement are for
--------
convenience of reference only and are not intended to be part of or to affect
the meaning or interpretation of this agreement.
VS&A COMMUNICATIONS PARTNERS II, L.P.
By: /s/ Jeffrey T. Stevenson
------------------------------------
Jeffrey T. Stevenson
President and General Partner
VS&A-T/SF, INC.
By: /s/ Jeffrey T. Stevenson
------------------------------------
Jeffrey T. Stevenson
President and General Partner
/s/ Robert E. Craine, Jr.
----------------------------------------
Robert E. Craine, Jr.
9
<PAGE>
SCHEDULE 1
<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF SHARES BENEFICIALLY
BENEFICIALLY OWNED OWNED EXCLUDED FROM THIS
SUBJECT TO THIS AGREEMENT (INDICATING
NAME OF STOCKHOLDER AGREEMENT CAPACITY OWNED)
- ------------------- ---------------- -----------------------
<S> <C> <C>
Robert E. Craine, Jr. 36,154 shares (i) 199.52196 shares in his account in
T/SF Communications Corporation
Savings and Retirement Plan
(ii) 58,500 shares attributable to
vested stock options
</TABLE>
<PAGE>
Exhibit 99.4
EXHBIT D
STOCKHOLDER AGREEMENT
---------------------
August 15, 1997
The parties to this agreement are VS&A Communications Partners II,
L.P., a Delaware limited partnership ("Parent"), VS&A-T/SF, Inc., a Delaware
corporation and a wholly owned subsidiary of Parent (the "Sub"), and Howard G.
Barnett, Jr. (the "Stockholder").
Concurrently with the execution and delivery of this agreement,
Parent, the Sub, and T/SF Communications Corporation, a Delaware corporation
(the "Company"), are entering into a Stock Purchase Agreement the ("Agreement")
which provides inter alia, for the Company's cash tender offer (the "Offer") to
----------
purchase all of the Company's outstanding shares of common stock, par value $.10
per share ("Common Stock") at a price of $40.25 per share. As a condition to
entering into the Agreement, Parent has required that the Stockholder agree to
the terms of this agreement and, as an inducement to Parent and the Sub to enter
into the Agreement and proceed with the Offer, the Stockholder has agreed to
those terms as set forth below. Capitalized terms used end not defined in this
agreement have the meanings ascribed to them in the Agreement.
It is therefore agreed as follows:
1. Tender of Shares.
----------------
(a) Tender. Not later than the fifteenth business day after
------
commencement of the Offer pursuant to Section 1.1 of the Agreement, the
Stockholder shall validly tender (or cause the record owner of his Shares to
validly tender), in accordance with the terms of the Offer, the number of shares
of the Common Stock set forth opposite the Stockholder's name on Schedule I to
this agreement, all of which are beneficially owned by the Stockholder, together
with any additional shares of the Common Stock that the Stockholder acquires
record or beneficial ownership of after execution of this agreement except for
additional shares acquired in any capacity excepted from this agreement pursuant
to Schedule I.
(b) Authorization to Disclose. The Stockholder authorizes the Company,
-------------------------
Parent and the Sub to publish and disclose in the documents relating to the
Offer the Stockholder's identity and ownership of the Company's common stock and
the nature of the Stockholder's commitments, arrangements and understandings
under this agreement.
(c) Conditions. The Stockholder acknowledges that the Company's
----------
obligation to accept and pay for the Shares in the Offer, including the Shares
owned of record or beneficially by the Stockholder, is subject to the term and
conditions of the Offer.
<PAGE>
2. The Stockholder's Responsibilities with Respect to the Merger.
-------------------------------------------------------------
(a) Voting Agreement. The Stockholder shall, at any meeting of the
----------------
holders of Common Stock, however called, or in connection with any written
consent of the holders of Common Stock, vote (or cause to be voted) the Shares,
then held of record or beneficially owned by the Stockholder against any
Acquisition Proposal and against any action or agreement that would impede,
frustrate, prevent or nullify this agreement, or result in a breach in any
respect of any covenant, representation or warranty or any other obligation or
agreement of the Company under the Agreement or which would result in any of the
conditions set forth in Annex A to the Agreement or set forth in Article VI of
the Agreement not being fulfilled. The Stockholder shall not be required to take
any action in accordance with this provision, however, to the extent that the
Stockholder shall have been advised by counsel in writing that in the opinion of
such counsel, the taking of any such action would violate the Stockholder's
fiduciary duties to the Company's stockholders under applicable law, either in
the Stockholder's capacity as a stockholder of the Company or in the
Stockholder's capacity as a member of the Company's Board of Directors.
(b) No Solicitation. Upon execution of this agreement the Stockholder
---------------
immediately shall cease any activities, discussions or negotiations with other
parties with respect to any Acquisition Proposal and shall not, directly or
indirectly, encourage, solicit, participate in or initiate discussions or
negotiations with or provide any information to, any corporation, partnership,
person or other entity or group (other than Parent and any of its affiliates or
representatives) concerning any Acquisition Proposal, except that the
Stockholder may negotiate and participate in negotiations with any entity or
group concerning an Acquisition Proposal to the extent that the Company is
permitted to do so under section 5.4 of the Agreement. The Stockholder shall
immediately communicate to Parent the terms of any proposal, discussion,
negotiation or inquiry the Stockholder receives in his capacity as a stockholder
of the Company (and the Stockholder shall furnish to Parent copies of any
written materials received by the Stockholder in his capacity as a stockholder
of the Company, in connection with any such proposal, discussion, negotiation or
inquiry) and the identity of the party making such proposal or inquiry.
(c) No Transfer of Shares or Inconsistent Arrangements. Except as
--------------------------------------------------
contemplated by the Agreement or this agreement, the Stockholder shall not (i)
transfer (which term shall include, without limitation, any sale, gift, pledge
or other disposition), or consent to any transfer of, any or all of the Shares
in the Company held by the Stockholder of record or beneficially, (ii) enter
into any contract, option or other agreement or understanding with respect to
any transfer of any or all of those Shares or any interest therein, (iii) grant
any proxy, power-of-attorney or other authorization in or with respect to those
Shares, (iv) deposit any of those Shares into a voting trust or enter into a
voting agreement or arrangement with respect to any of those Shares, or (v) take
any other action that would in any way restrict, limit or interfere with the
performance of the Stockholder's obligations under this agreement or the
transactions contemplated by this agreement or by the Agreement. The
Stockholder shall not request that the Company register the transfer (book-entry
or otherwise) of any certificate or uncertificated interest representing any of
the Shares in the Company owned of record or beneficially by the Stockholder,
unless such transfer is made in compliance with this agreement.
2
<PAGE>
(d) Company Options. If the Stockholder holds Options to acquire
---------------
shares of Company Common Stock, Stockholder shall, if requested by the Company,
consent to the cancellation or substitution of those options in accordance with
the terms of the Agreement and shall execute all appropriate documentation in
connection with such cancellation or substitution.
(e) Reasonable Efforts. Subject to the terms and conditions of this
------------------
agreement, each of the parties to this agreement shall use reasonable efforts to
take or cause to be taken all such action as may be necessary, proper or
advisable under applicable laws and regulations to consummate the transactions
contemplated by this agreement and the Agreement. Each party shall promptly
consult with the other and provide any necessary information and material with
respect to all filings made by Stockholder with any Governmental entity in
connection with this agreement and the Agreement and the transactions
contemplated by this agreement and the Agreement.
(f) Further Assurances. Each party shall from time to time, at the
------------------
other party's request and without further consideration, execute and deliver
such additional documents and take such further lawful action as may be
necessary or desirable to consummate, in the most expeditious manner
practicable, the transactions contemplated by this agreement.
3. Profit on Disposition of Shares Other than Pursuant to the Offer.
----------------------------------------------------------------
If prior to the time of acceptance for payment of the shares pursuant
to the Offer (a) the Company's board of directors withdraws or modifies its
approval or recommendation of the Offer or the Agreement, approves or recommends
a Superior Proposal, or enters into an agreement with respect to a Superior
Proposal, and (b) within 12 months thereafter there is a Disposition of any or
all of the shares of the Company owned by the Stockholder either pursuant to the
Superior Proposal or pursuant to a different Acquisition Proposal for which an
agreement was entered into within six months thereafter, then, promptly upon
receipt by the Stockholder of the proceeds of the Disposition, the Stockholder
shall pay to Parent an amount equal to the first $1.50 per Share of additional
consideration received in connection with the Disposition and 50% of any
additional consideration in excess of $1.50 per Share received in connection
with the Disposition (including the fair market value of any property) as
compared to the consideration that would have been received pursuant to the
Offer. If all or any portion of the consideration received in connection with
the Disposition is other than cash, payment to Parent shall be made in kind or,
at the Stockholder's election, in cash in an amount equal to the fair market
value of the consideration other than cash. As used in this provision, the term
"Disposition" means any sale, exchange or other disposition of shares, including
any disposition in connection with any tender offer, merger, consolidation or
liquidation.
4. Representations and Warranties of the Stockholder. The Stockholder
-------------------------------------------------
represents and warrants to Parent and the Sub as follows:
(a) Power; Binding Agreement. The Stockholder has the legal capacity,
------------------------
power and authority to enter into and perform all of the Stockholder's
obligations under
3
<PAGE>
this agreement. The execution, delivery and performance of this agreement by the
Stockholder will not violate any other agreement to which the Stockholder is a
party or by which the Stockholder is bound, including, but not limited to, any
voting agreement, proxy arrangement, pledge agreement, shareholders agreement or
voting trust. This agreement has been duly and validly executed and delivered by
the Stockholder and constitutes a valid and binding obligation of the
Stockholder, enforceable against the Stockholder in accordance with its terms.
There is no beneficiary or holder of a voting trust certificate or other
interest of any trust of which the Stockholder is a trustee whose consent is
required for the execution and delivery of this agreement or the consummation by
the Stockholder of the transactions contemplated by this agreement.
(b) No Conflicts. Except for filings under the HSR Act, the Exchange
------------
Act and as set forth in Section 3.4 of the Disclosure Schedule to the Agreement,
(i) no filing with, and no permit, authorization, consent or approval of, any
Governmental Entity is required for the execution and delivery of this agreement
by the Stockholder and the consummation by the Stockholder of the transactions
contemplated by this agreement and (ii) the execution, delivery and performance
of this agreement by the Stockholder will not violate any agreement or other
obligation to which the Stockholder is a party or by which the Stockholder or
any of the Stockholder's properties or assets is bound or violate any order,
writ, injunction, decree, judgment, order, statute, rule or regulation
applicable to the Stockholder or any of the Stockholder's properties or assets.
(c) Ownership of Shares. The Stockholder is the record and beneficial
-------------------
owner of the number of shares of the Common Stock subject to this agreement set
forth opposite the Stockholder's name on Schedule I to this agreement, except as
set forth on Schedule I, those shares constitute all of the shares of the Common
Stock owned of record or beneficially by the Stockholder, and upon tender of
those shares to the Company and the purchase of the shares by the Company
pursuant to the Offer, the Company shall acquire valid title to those shares,
free and clear of any claims, liens, encumbrances, proxies, voting trusts or
agreements, understandings or arrangements or any other rights (collectively,
"Encumbrances"). Subject to applicable securities laws and the terms of this
agreement, the Stockholder has sole voting power and sole power to issue
instructions with respect to the matters set forth in sections 1, 2 and 3 of
this agreement, sole power of disposition, sole power of conversion, sole power
to demand appraisal rights, and sole power to agree to all of the matters set
forth in this agreement, in each case with respect to all of the shares in the
Company beneficially owned by the Stockholder, with no limitations,
qualifications or restrictions on those rights.
(d) No Encumbrance. Except as permitted by this agreement, the shares
--------------
in the Company owned by the Stockholder of record or beneficially, and the
certificates representing those shares, are now, and at all times prior to the
purchase of those shares pursuant to the Offer will be, held by the Stockholder,
or by a nominee or custodian for the benefit of the Stockholder, free and clear
of all Encumbrances except for those arising under this agreement.
(e) No Finder's Fees. Except as set forth in Section 3.18 of the
----------------
Agreement, no broker, investment banker, financial advisor or other person is
entitled to any broker's, finder's, financial adviser's or other similar fee or
commission in connection with the transactions contemplated by this agreement
based upon arrangements made by or on
4
<PAGE>
behalf of the Stockholder.
5. Representations and Warranties of Parent and the Sub. Parent and the
----------------------------------------------------
Sub jointly and severally represent and warrant to the Stockholder as follows:
(a) Power: Binding Agreement. Each of Parent and the Sub has the
-------------------------
corporate power and authority to enter into and perform all of its obligations
under this agreement and the execution, delivery and performance of this
agreement by Parent and the Sub have been duly authorized by all necessary
partnership or corporate action. The execution, delivery and performance of
this agreement by each of Parent and the Sub will not violate any other
agreement to which either of them is a party or by which either of them is
bound. This agreement has been duly and validly executed and delivered by each
of Parent and the Sub and constitutes a valid and binding agreement of each of
Parent and the Sub, enforceable against each of them in accordance with its
terms.
(b) No Conflicts. Except for filings under the HSR Act and the
------------
Exchange Act, (i) no filing with, and no permit, authorization, consent or
approval of, any Governmental Entity is necessary for the execution of this
agreement by each of Parent and the Sub and the consummation by each of Parent
and the Sub of the transactions contemplated hereby and (ii) the execution,
delivery and performance of this agreement by each of Parent and the Sub will
not (A) conflict with or result in any breach of any organizational documents
applicable to either Parent or the Sub, (B) result in a violation or breach of,
or constitute (with or without notice or lapse of time or both) a default (or
give rise to any third party right of termination, cancellation, material
modification or acceleration) under, any of the terms, conditions or provisions
of any note, loan agreement, bond, mortgage, indenture, license, contract,
commitment, arrangement, understanding, agreement or other instrument or
obligation of any kind to which either Parent or the Sub is a party or by which
either Parent or the Sub or any of their respective properties or assets is
bound, or (C) violate any order, writ, injunction, decree, judgment, order,
statute, rule or regulation applicable to either Parent or the Sub or any of
their respective properties or assets.
6. Termination.
-----------
Except as provided in Section 3 of this agreement, this agreement
shall terminate upon the termination of the Agreement in accordance with its
terms. The termination of this agreement pursuant to this provision shall not
relieve any party of liability for any prior breach of its or his or her
obligations under this agreement.
7. Definitions.
-----------
(a) Shares. Any reference in this agreement to the shares owned of
------
record or beneficially by the Stockholder shall be deemed to include shares
hereafter acquired by the Stockholder upon any stock dividend or distribution or
any change in the Company's Common Stock by reason of any split-up,
recapitalization, combination, exchange of shares or similar corporate action.
(b) Beneficial Ownership. For the purpose of this agreement,
--------------------
beneficial ownership with respect to any shares means beneficial ownership as
determined
5
<PAGE>
pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended,
including pursuant to any agreement, arrangement or understanding, whether or
not in writing.
(c) Agreement. Any reference to the "Agreement" refers to the
---------
Agreement executed on this date as it may hereafter be amended from time to
time.
8. Miscellaneous.
-------------
(a) Reliance by Parent. The Stockholder acknowledges that Stockholder
------------------
understands that Parent is entering into, and causing Sub to enter into, the
Agreement in reliance upon the Stockholder's execution, delivery and performance
of this agreement.
(b) Entire Agreement; No Oral Change. This agreement contains a
---------------------------------
compete statement of all of the arrangements among the parties with respect to
its subject matter, supersedes all prior agreements and understandings, written
and oral, among the parties with respect to that subject matter, and cannot be
changed or terminated except by an agreement in writing signed by all parties.
(c) Binding Agreement. This agreement and the obligations under this
-----------------
agreement shall attach to the shares owned of record and beneficially by the
Stockholder and shall be binding upon any such person or entity to which legal
or beneficial ownership of those shares shall pass, whether by operation of law
or otherwise, including, but not limited to, the Stockholder's heirs, guardians,
administrators or successors. The transferee of any shares shall remain liable
for the performance of all obligations of the transferor under this agreement.
(d) Assignment. None of the parties may assign any of its or his or
----------
her rights or delegate any of its or his or her duties under this agreement
without the prior written consent of the other parties.
(e) Notices. All notices and other communications hereunder shall be
-------
in writing and shall be deemed given if delivered personally, telecopied (which
is confirmed) or sent by an overnight courier service, such as Federal Express,
to the parties at the following addresses (or at such other address for a party
as shall be specified by like notice):
6
<PAGE>
(i) if to Parent or the Sub, to:
VS&A Communications Partners II, L.P.
350 Park Avenue
New York, New York 10022
Attn: Jeffrey T. Stevenson
President
with a copy to:
Proskauer Rose LLP
1585 Broadway
New York, New York 10036
Attn: Bertram A. Abrams, Esq.
(ii) if to the Stockholder, to:
Howard G. Barnett, Jr.
6742 South Evanston
Tulsa, Oklahoma 74136
with a copy to:
Conner & Winters
2400 First Place Tower
15 East 5th Street
Tulsa, Oklahoma 74103
Attn: Robert A. Curry, Esq.
(f) Severability. Whenever possible, each provision or portion of any
------------
provision of this agreement shall be interpreted in such manner as to be
effective and valid under applicable law but if any provision or portion of any
provision of this agreement is held to be invalid, illegal or unenforceable in
any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality or unenforceability will not affect any other provision
or portion of any provision in such jurisdiction, and this agreement shall be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision or portion of any provision had never been
contained in this agreement.
(g) Specific Performance. The Stockholder acknowledges that the
--------------------
Company's business is of a special, unique and extraordinary character, and that
any default in the performance of Stockholder's obligations under sections 1
and 2 of this agreement could not be compensated for by damages. Accordingly,
if the Stockholder defaults in the performance of Stockholder's obligations
under section 1 or 2 of this agreement, Parent and the Sub shall be entitled, in
addition to any other remedies that either of them may have, to enforcement of
this agreement by a decree of specific performance requiring the Stockholder to
fulfill those obligations, without any bond or other security being required and
without the necessity of showing actual damages.
7
<PAGE>
(h) Remedies Cumulative. All rights, powers and remedies provided
-------------------
under this agreement or otherwise available in respect hereof at law or in
equity shall be cumulative and not alternative, and the exercise of any right,
power or remedy by any party shall not preclude the simultaneous or later
exercise by that party of any other right, power or remedy.
(i) No Waiver. The failure of any party hereto to exercise any right,
---------
power or remedy provided under this agreement or otherwise available at law or
in equity, or to insist upon compliance by any other party with its obligations
under this agreement, and any custom or practice of the parties at variance with
the terms of this agreement, shall not constitute a waiver by that party of its
right to exercise any such or other right, power or remedy or to demand such
compliance.
(j) No Third Party Beneficiaries. This agreement is not intended to
----------------------------
be for the benefit of, and shall not be enforceable by, any person or entity who
or which is not a party hereto.
(k) Governing Law. This agreement shall be governed and construed in
-------------
accordance with the laws of the State of Delaware, without giving effect to the
principles of conflicts of law thereof.
(l) Jurisdiction. The courts of the State of Delaware and the United
------------
States District Court for the Southern District of New York shall have
jurisdiction over the parties with respect to any dispute or controversy among
them arising under or in connection with this agreement and, by execution and
delivery of this agreement, each of the parties to this agreement submits to the
jurisdiction of those courts, including, but not limited to, the in personam and
-----------
subject matter jurisdiction of those courts, waives any objection to such
jurisdiction on the grounds of venue or forum non conveniens, the absence of in
----- --- ---------- --
personam or subject matter jurisdiction and any similar grounds, consents to
- --------
service of process by mail (in accordance with section 8(e)) or any other manner
permitted by law, and irrevocably agrees to be bound by any judgment rendered
thereby in connection with this agreement. These consents to jurisdiction shall
not be deemed to confer rights on any person other than the parties to this
agreement.
8
<PAGE>
(m) Headings. The descriptive headings in this agreement are for
--------
convenience of reference only and are not intended to be part of or to affect
the meaning or interpretation of this agreement.
VS&A COMMUNICATIONS PARTNERS II, L.P.
By: /s/ Jeffrey T. Stevenson
------------------------------------
Jeffrey T. Stevenson
President and General Partner
VS&A-T/SF, INC.
By: /s/ Jeffrey T. Stevenson
------------------------------------
Jeffrey T. Stevenson
President and General Partner
/s/ Howard G. Barnett, Jr.
----------------------------------------
Howard G. Barnett, Jr.
9
<PAGE>
SCHEDULE 1
<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF SHARES BENEFICIALLY
BENEFICIALLY OWNED OWNED EXCLUDED FROM THIS
SUBJECT TO THIS AGREEMENT (INDICATING
NAME OF STOCKHOLDER AGREEMENT CAPACITY OWNED)
- ------------------- --------------- ------------------------
<S> <C> <C>
Howard G. Barnett, Jr. 175,346 shares A. 105,000 shares attributable to
vested stock options
B. 12,871 shares owned by the T/SF
Communications Corporation
Savings and Retirement Plan
(401(k)) of which Mr. Barnett is
Trustee (including 189.51194
shares allocated to Mr. Barnett's
own account)
C. See separate Stockholders
Agreement for:
(i) Howard G. Barnett, Jr., and
Florence Lloyd Jones Barnett, as
Co-trustees of the Revocable Inter
Vivos Trust of Florence Lloyd
Jones Barnett
(ii) Howard G. Barnett and Howard G.
Barnett, Jr., as Co-trustees of the
Revocable Inter Vivos Trust of
Howard G. Barnett
(iii) Billie T. Barnett, wife of
Howard G. Barnett, Jr.
</TABLE>
<PAGE>
Exhibit 99.5
EXHIBIT E
STOCKHOLDER AGREEMENT
---------------------
August 15, 1997
The parties to this agreement are VS&A Communications Partners II,
L.P., a Delaware limited partnership ("Parent"), VS&A-T/SF, Inc., a Delaware
corporation and a wholly owned subsidiary of Parent (the "Sub"), and Howard G.
Barnett, Sr., and Howard G. Barnett, Jr., as Co-Trustees of the Revocable Inter
Vivos Trust of Howard G. Barnett, Sr. (the "Stockholder").
Concurrently with the execution and delivery of this agreement,
Parent, the Sub, and T/SF Communications Corporation, a Delaware corporation
(the "Company"), are entering into a Stock Purchase Agreement the ("Agreement")
which provides inter alia, for the Company's cash tender offer (the "Offer") to
----------
purchase all of the Company's outstanding shares of common stock, par value $.10
per share ("Common Stock") at a price of $40.25 per share. As a condition to
entering into the Agreement, Parent has required that the Stockholder agree to
the terms of this agreement and, as an inducement to Parent and the Sub to enter
into the Agreement and proceed with the Offer, the Stockholder has agreed to
those terms as set forth below. Capitalized terms used end not defined in this
agreement have the meanings ascribed to them in the Agreement.
It is therefore agreed as follows:
1. Tender of Shares.
----------------
(a) Tender. Not later than the fifteenth business day after
------
commencement of the Offer pursuant to Section 1.1 of the Agreement, the
Stockholder shall validly tender (or cause the record owner of his Shares to
validly tender), in accordance with the terms of the Offer, the number of shares
of the Common Stock set forth opposite the Stockholder's name on Schedule I to
this agreement, all of which are beneficially owned by the Stockholder, together
with any additional shares of the Common Stock that the Stockholder acquires
record or beneficial ownership of after execution of this agreement except for
additional shares acquired in any capacity excepted from this agreement pursuant
to Schedule I.
(b) Authorization to Disclose. The Stockholder authorizes the Company,
-------------------------
Parent and the Sub to publish and disclose in the documents relating to the
Offer the Stockholder's identity and ownership of the Company's common stock and
the nature of the Stockholder's commitments, arrangements and understandings
under this agreement.
(c) Conditions. The Stockholder acknowledges that the Company's
----------
obligation to accept and pay for the Shares in the Offer, including the Shares
owned of record or beneficially by the Stockholder, is subject to the term and
conditions of the Offer.
<PAGE>
2. The Stockholder's Responsibilities with Respect to the Merger.
-------------------------------------------------------------
(a) Voting Agreement. The Stockholder shall, at any meeting of the
----------------
holders of Common Stock, however called, or in connection with any written
consent of the holders of Common Stock, vote (or cause to be voted) the Shares,
then held of record or beneficially owned by the Stockholder against any
Acquisition Proposal and against any action or agreement that would impede,
frustrate, prevent or nullify this agreement, or result in a breach in any
respect of any covenant, representation or warranty or any other obligation or
agreement of the Company under the Agreement or which would result in any of the
conditions set forth in Annex A to the Agreement or set forth in Article VI of
the Agreement not being fulfilled. The Stockholder shall not be required to
take any action in accordance with this provision, however, to the extent that
the Stockholder shall have been advised by counsel in writing that in the
opinion of such counsel, the taking of any such action would violate the
Stockholder's fiduciary duties to the Company's stockholders under applicable
law, either in the Stockholder's capacity as a stockholder of the Company or in
the Stockholder's capacity as a member of the Company's Board of Directors.
(b) No Solicitation. Upon execution of this agreement the Stockholder
---------------
immediately shall cease any activities, discussions or negotiations with other
parties with respect to any Acquisition Proposal and shall not, directly or
indirectly, encourage, solicit, participate in or initiate discussions or
negotiations with or provide any information to, any corporation, partnership,
person or other entity or group (other than Parent and any of its affiliates or
representatives) concerning any Acquisition Proposal, except that the
Stockholder may negotiate and participate in negotiations with any entity or
group concerning an Acquisition Proposal to the extent that the Company is
permitted to do so under section 5.4 of the Agreement. The Stockholder shall
immediately communicate to Parent the terms of any proposal, discussion,
negotiation or inquiry the Stockholder receives in his capacity as a stockholder
of the Company (and the Stockholder shall furnish to Parent copies of any
written materials received by the Stockholder in his capacity as a stockholder
of the Company, in connection with any such proposal, discussion, negotiation or
inquiry) and the identity of the party making such proposal or inquiry.
(c) No Transfer of Shares or Inconsistent Arrangements. Except as
--------------------------------------------------
contemplated by the Agreement or this agreement, the Stockholder shall not (i)
transfer (which term shall include, without limitation, any sale, gift, pledge
or other disposition), or consent to any transfer of, any or all of the Shares
in the Company held by the Stockholder of record or beneficially, (ii) enter
into any contract, option or other agreement or understanding with respect to
any transfer of any or all of those Shares or any interest therein, (iii) grant
any proxy, power-of-attorney or other authorization in or with respect to those
Shares, (iv) deposit any of those Shares into a voting trust or enter into a
voting agreement or arrangement with respect to any of those Shares, or (v) take
any other action that would in any way restrict, limit or interfere with the
performance of the Stockholder's obligations under this agreement or the
transactions contemplated by this agreement or by the Agreement. The Stockholder
shall not request that the Company register the transfer (book-entry or
otherwise) of any certificate or uncertificated interest representing any of the
Shares in the Company owned of record or beneficially by the Stockholder, unless
such transfer is made in compliance with this agreement.
2
<PAGE>
(d) Company Options. If the Stockholder holds Options to acquire
---------------
shares of Company Common Stock, Stockholder shall, if requested by the Company,
consent to the cancellation or substitution of those options in accordance with
the terms of the Agreement and shall execute all appropriate documentation in
connection with such cancellation or substitution.
(e) Reasonable Efforts. Subject to the terms and conditions of this
------------------
agreement, each of the parties to this agreement shall use reasonable efforts to
take or cause to be taken all such action as may be necessary, proper or
advisable under applicable laws and regulations to consummate the transactions
contemplated by this agreement and the Agreement. Each party shall promptly
consult with the other and provide any necessary information and material with
respect to all filings made by Stockholder with any Governmental entity in
connection with this agreement and the Agreement and the transactions
contemplated by this agreement and the Agreement.
(f) Further Assurances. Each party shall from time to time, at the
------------------
other party's request and without further consideration, execute and deliver
such additional documents and take such further lawful action as may be
necessary or desirable to consummate, in the most expeditious manner
practicable, the transactions contemplated by this agreement.
3. Profit on Disposition of Shares Other than Pursuant to the Offer.
----------------------------------------------------------------
If prior to the time of acceptance for payment of the shares pursuant
to the Offer (a) the Company's board of directors withdraws or modifies its
approval or recommendation of the Offer or the Agreement, approves or recommends
a Superior Proposal, or enters into an agreement with respect to a Superior
Proposal, and (b) within 12 months thereafter there is a Disposition of any or
all of the shares of the Company owned by the Stockholder either pursuant to the
Superior Proposal or pursuant to a different Acquisition Proposal for which an
agreement was entered into within six months thereafter, then, promptly upon
receipt by the Stockholder of the proceeds of the Disposition, the Stockholder
shall pay to Parent an amount equal to the first $1.50 per Share of additional
consideration received in connection with the Disposition and 50% of any
additional consideration in excess of $1.50 per Share received in connection
with the Disposition (including the fair market value of any property) as
compared to the consideration that would have been received pursuant to the
Offer. If all or any portion of the consideration received in connection with
the Disposition is other than cash, payment to Parent shall be made in kind or,
at the Stockholder's election, in cash in an amount equal to the fair market
value of the consideration other than cash. As used in this provision, the term
"Disposition" means any sale, exchange or other disposition of shares, including
any disposition in connection with any tender offer, merger, consolidation or
liquidation.
4. Representations and Warranties of the Stockholder. The Stockholder
-------------------------------------------------
represents and warrants to Parent and the Sub as follows:
(a) Power; Binding Agreement. The Stockholder has the legal capacity,
------------------------
power and authority to enter into and perform all of the Stockholder's
obligations under
3
<PAGE>
this agreement. The execution, delivery and performance of this agreement by the
Stockholder will not violate any other agreement to which the Stockholder is a
party or by which the Stockholder is bound, including, but not limited to, any
voting agreement, proxy arrangement, pledge agreement, shareholders agreement or
voting trust. This agreement has been duly and validly executed and delivered by
the Stockholder and constitutes a valid and binding obligation of the
Stockholder, enforceable against the Stockholder in accordance with its terms.
There is no beneficiary or holder of a voting trust certificate or other
interest of any trust of which the Stockholder is a trustee whose consent is
required for the execution and delivery of this agreement or the consummation by
the Stockholder of the transactions contemplated by this agreement.
(b) No Conflicts. Except for filings under the HSR Act, the Exchange
------------
Act and as set forth in Section 3.4 of the Disclosure Schedule to the Agreement,
(i) no filing with, and no permit, authorization, consent or approval of, any
Governmental Entity is required for the execution and delivery of this agreement
by the Stockholder and the consummation by the Stockholder of the transactions
contemplated by this agreement and (ii) the execution, delivery and performance
of this agreement by the Stockholder will not violate any agreement or other
obligation to which the Stockholder is a party or by which the Stockholder or
any of the Stockholder's properties or assets is bound or violate any order,
writ, injunction, decree, judgment, order, statute, rule or regulation
applicable to the Stockholder or any of the Stockholder's properties or assets.
(c) Ownership of Shares. The Stockholder is the record and beneficial
-------------------
owner of the number of shares of the Common Stock subject to this agreement set
forth opposite the Stockholder's name on Schedule I to this agreement, except as
set forth on Schedule I, those shares constitute all of the shares of the Common
Stock owned of record or beneficially by the Stockholder, and upon tender of
those shares to the Company and the purchase of the shares by the Company
pursuant to the Offer, the Company shall acquire valid title to those shares,
free and clear of any claims, liens, encumbrances, proxies, voting trusts or
agreements, understandings or arrangements or any other rights (collectively,
"Encumbrances"). Subject to applicable securities laws and the terms of this
agreement, the Stockholder has sole voting power and sole power to issue
instructions with respect to the matters set forth in sections 1,2 and 3 of this
agreement, sole power of disposition, sole power of conversion, sole power to
demand appraisal rights, and sole power to agree to all of the matters set forth
in this agreement, in each case with respect to all of the shares in the Company
beneficially owned by the Stockholder, with no limitations, qualifications or
restrictions on those rights.
(d) No Encumbrance. Except as permitted by this agreement, the shares
--------------
in the Company owned by the Stockholder of record or beneficially, and the
certificates representing those shares, are now, and at all times prior to the
purchase of those shares pursuant to the Offer will be, held by the Stockholder,
or by a nominee or custodian for the benefit of the Stockholder, free and clear
of all Encumbrances except for those arising under this agreement.
(e) No Finder's Fees. Except as set forth in Section 3.18 of the
----------------
Agreement, no broker, investment banker, financial advisor or other person is
entitled to any broker's, finder's, financial adviser's or other similar fee or
commission in connection with the transactions contemplated by this agreement
based upon arrangements made by
4
<PAGE>
or on behalf of the Stockholder.
5. Representations and Warranties of Parent and the Sub. Parent and the
----------------------------------------------------
Sub jointly and severally represent and warrant to the Stockholder as follows:
(a) Power: Binding Agreement. Each of Parent and the Sub has the
-------------------------
corporate power and authority to enter into and perform all of its obligations
under this agreement and the execution, delivery and performance of this
agreement by Parent and the Sub have been duly authorized by all necessary
partnership or corporate action. The execution, delivery and performance of
this agreement by each of Parent and the Sub will not violate any other
agreement to which either of them is a party or by which either of them is
bound. This agreement has been duly and validly executed and delivered by each
of Parent and the Sub and constitutes a valid and binding agreement of each of
Parent and the Sub, enforceable against each of them in accordance with its
terms.
(b) No Conflicts. Except for filings under the HSR Act and the
------------
Exchange Act, (i) no filing with, and no permit, authorization, consent or
approval of, any Governmental Entity is necessary for the execution of this
agreement by each of Parent and the Sub and the consummation by each of Parent
and the Sub of the transactions contemplated hereby and (ii) the execution,
delivery and performance of this agreement by each of Parent and the Sub will
not (A) conflict with or result in any breach of any organizational documents
applicable to either Parent or the Sub, (B) result in a violation or breach of,
or constitute (with or without notice or lapse of time or both) a default (or
give rise to any third party right of termination, cancellation, material
modification or acceleration) under, any of the terms, conditions or provisions
of any note, loan agreement, bond, mortgage, indenture, license, contract,
commitment, arrangement, understanding, agreement or other instrument or
obligation of any kind to which either Parent or the Sub is a party or by which
either Parent or the Sub or any of their respective properties or assets is
bound, or (C) violate any order, writ, injunction, decree, judgment, order,
statute, rule or regulation applicable to either Parent or the Sub or any of
their respective properties or assets.
6. Termination.
-----------
Except as provided in Section 3 of this agreement, this agreement
shall terminate upon the termination of the Agreement in accordance with its
terms. The termination of this agreement pursuant to this provision shall not
relieve any party of liability for any prior breach of its or his or her
obligations under this agreement.
5
<PAGE>
7. Definitions.
-----------
(a) Shares. Any reference in this agreement to the shares owned of
------
record or beneficially by the Stockholder shall be deemed to include shares
hereafter acquired by the Stockholder upon any stock dividend or distribution or
any change in the Company's Common Stock by reason of any split-up,
recapitalization, combination, exchange of shares or similar corporate action.
(b) Beneficial Ownership. For the purpose of this agreement,
--------------------
beneficial ownership with respect to any shares means beneficial ownership as
determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, including pursuant to any agreement, arrangement or understanding,
whether or not in writing.
(c) Agreement. Any reference to the "Agreement" refers to the
---------
Agreement executed on this date as it may hereafter be amended from time to
time.
8. Miscellaneous.
-------------
(a) Reliance by Parent. The Stockholder acknowledges that Stockholder
------------------
understands that Parent is entering into, and causing Sub to enter into, the
Agreement in reliance upon the Stockholder's execution, delivery and performance
of this agreement.
(b) Entire Agreement; No Oral Change. This agreement contains a
---------------------------------
compete statement of all of the arrangements among the parties with respect to
its subject matter, supersedes all prior agreements and understandings, written
and oral, among the parties with respect to that subject matter, and cannot be
changed or terminated except by an agreement in writing signed by all parties.
(c) Binding Agreement. This agreement and the obligations under this
-----------------
agreement shall attach to the shares owned of record and beneficially by the
Stockholder and shall be binding upon any such person or entity to which legal
or beneficial ownership of those shares shall pass, whether by operation of law
or otherwise, including, but not limited to, the Stockholder's heirs, guardians,
administrators or successors. The transferee of any shares shall remain liable
for the performance of all obligations of the transferor under this agreement.
(d) Assignment. None of the parties may assign any of its or his or
----------
her rights or delegate any of its or his or her duties under this agreement
without the prior written consent of the other parties.
(e) Notices. All notices and other communications hereunder shall be
-------
in writing and shall be deemed given if delivered personally, telecopied (which
is confirmed) or sent by an overnight courier service, such as Federal Express,
to the parties at the following addresses (or at such other address for a party
as shall be specified by like notice):
6
<PAGE>
(i) if to Parent or the Sub, to:
VS&A Communications Partners II, L.P.
350 Park Avenue
New York, New York 10022
Attn: Jeffrey T. Stevenson
President
with a copy to:
Proskauer Rose LLP
1585 Broadway
New York, New York 10036
Attn: Bertram A. Abrams, Esq.
(ii) if to the Stockholder, to:
Howard G. Barnett, Sr., and Howard G. Barnett, Jr.
as Co-Trustees of the Revocable Inter Vivos
Trust of Howard G. Barnett, Sr.
2619 East 37th Street
Tulsa, Oklahoma 74105
with a copy to:
Conner & Winters
2400 First Place Tower
15 East 5th Street
Tulsa, Oklahoma 74103
Attn: Robert A. Curry, Esq.
(f) Severability. Whenever possible, each provision or portion of any
------------
provision of this agreement shall be interpreted in such manner as to be
effective and valid under applicable law but if any provision or portion of any
provision of this agreement is held to be invalid, illegal or unenforceable in
any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality or unenforceability will not affect any other provision
or portion of any provision in such jurisdiction, and this agreement shall be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision or portion of any provision had never been
contained in this agreement.
(g) Specific Performance. The Stockholder acknowledges that the
--------------------
Company's business is of a special, unique and extraordinary character, and that
any default in the performance of Stockholder's obligations under sections 1 and
2 of this agreement could not be compensated for by damages. Accordingly, if the
Stockholder defaults in the performance of Stockholder's obligations under
section 1 or 2 of this agreement, Parent and the Sub shall be entitled, in
addition to any other remedies that either of them may have, to enforcement of
this agreement by a decree of specific performance requiring the Stockholder to
fulfill those obligations, without any bond or other security being required and
without the necessity of showing actual damages.
(h) Remedies Cumulative. All rights, powers and remedies provided
-------------------
7
<PAGE>
under this agreement or otherwise available in respect hereof at law or in
equity shall be cumulative and not alternative, and the exercise of any right,
power or remedy by any party shall not preclude the simultaneous or later
exercise by that party of any other right, power or remedy.
(i) No Waiver. The failure of any party hereto to exercise any right,
---------
power or remedy provided under this agreement or otherwise available at law or
in equity, or to insist upon compliance by any other party with its obligations
under this agreement, and any custom or practice of the parties at variance with
the terms of this agreement, shall not constitute a waiver by that party of its
right to exercise any such or other right, power or remedy or to demand such
compliance.
(j) No Third Party Beneficiaries. This agreement is not intended to
----------------------------
be for the benefit of, and shall not be enforceable by, any person or entity who
or which is not a party hereto.
(k) Governing Law. This agreement shall be governed and construed in
-------------
accordance with the laws of the State of Delaware, without giving effect to the
principles of conflicts of law thereof.
(l) Jurisdiction. The courts of the State of Delaware and the United
------------
States District Court for the Southern District of New York shall have
jurisdiction over the parties with respect to any dispute or controversy among
them arising under or in connection with this agreement and, by execution and
delivery of this agreement, each of the parties to this agreement submits to the
jurisdiction of those courts, including, but not limited to, the in personam and
-----------
subject matter jurisdiction of those courts, waives any objection to such
jurisdiction on the grounds of venue or forum non conveniens, the absence of in
----- --- ---------- --
personam or subject matter jurisdiction and any similar grounds, consents to
- --------
service of process by mail (in accordance with section 8(e)) or any other manner
permitted by law, and irrevocably agrees to be bound by any judgment rendered
thereby in connection with this agreement. These consents to jurisdiction shall
not be deemed to confer rights on any person other than the parties to this
agreement.
8
<PAGE>
(m) Headings. The descriptive headings in this agreement are for
--------
convenience of reference only and are not intended to be part of or to affect
the meaning or interpretation of this agreement.
VS&A COMMUNICATIONS PARTNERS II, L.P.
By: /s/ Jeffrey T. Stevenson
------------------------------------
Jeffrey T. Stevenson
President and General Partner
VS&A-T/SF, INC.
By: /s/ Jeffrey T. Stevenson
------------------------------------
Jeffrey T. Stevenson
President and General Partner
HOWARD G. BARNETT, SR. AND HOWARD G.
BARNETT, JR. AS CO-TRUSTEES OF THE
REVOCABLE INTER VIVOS TRUST OF
HOWARD G. BARNETT, SR.
/s/ Howard G. Barnett Sr.
----------------------------------------
Howard G. Barnett, Sr.
/s/ Howard G. Barnett, Jr.
----------------------------------------
Howard G. Barnett, Jr.
9
<PAGE>
SCHEDULE 1
<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF SHARES BENEFICIALLY
BENEFICIALLY OWNED OWNED EXCLUDED FROM THIS
SUBJECT TO THIS AGREEMENT (INDICATING
NAME OF STOCKHOLDER AGREEMENT CAPACITY OWNED)
- ------------------- -------------- ------------------------
<S> <C> <C>
Howard G. Barnett, Sr., and 2,510 shares See separate Stockholder
Howard G. Barnett, Jr., as Agreements for:
Co-trustees of the Revocable
Inter Vivos Trust of (i) Florence Lloyd Jones Barnett and
trustees of The Florence L. J. and
Howard G. Barnett Foundation
(ii) Howard G. Barnett, Jr.
(iii) Florence Lloyd Jones Barnett and
Howard G. Barnett, Jr., as Co-
trustees of the Revocable Inter
Vivos Trust of Florence Lloyd
Jones Barnett
(iv) Florence Lloyd Jones Barnett, as
Trustee of the Florence Lloyd
Jones Barnett Charitable
Remainder Unitrust
</TABLE>
<PAGE>
Exhibit 99.6
EXHIBIT F
STOCKHOLDER AGREEMENT
---------------------
August 15, 1997
The parties to this agreement are VS&A Communications Partners II,
L.P., a Delaware limited partnership ("Parent"), VS&A-T/SF, Inc., a Delaware
corporation and a wholly owned subsidiary of Parent (the "Sub"), and Florence
Lloyd Jones Barnett and Howard G. Barnett, Jr., as Co-Trustees of the Revocable
Inter Vivos Trust of Florence Lloyd Jones Barnett (the "Stockholder").
Concurrently with the execution and delivery of this agreement,
Parent, the Sub, and T/SF Communications Corporation, a Delaware corporation
(the "Company"), are entering into a Stock Purchase Agreement the ("Agreement")
which provides inter alia, for the Company's cash tender offer (the "Offer") to
----------
purchase all of the Company's outstanding shares of common stock, par value $.10
per share ("Common Stock") at a price of $40.25 per share. As a condition to
entering into the Agreement, Parent has required that the Stockholder agree to
the terms of this agreement and, as an inducement to Parent and the Sub to enter
into the Agreement and proceed with the Offer, the Stockholder has agreed to
those terms as set forth below. Capitalized terms used end not defined in this
agreement have the meanings ascribed to them in the Agreement.
It is therefore agreed as follows:
1. Tender of Shares.
----------------
(a) Tender. Not later than the fifteenth business day after
------
commencement of the Offer pursuant to Section 1.1 of the Agreement, the
Stockholder shall validly tender (or cause the record owner of his Shares to
validly tender), in accordance with the terms of the Offer, the number of shares
of the Common Stock set forth opposite the Stockholder's name on Schedule I to
this agreement, all of which are beneficially owned by the Stockholder, together
with any additional shares of the Common Stock that the Stockholder acquires
record or beneficial ownership of after execution of this agreement except for
additional shares acquired in any capacity excepted from this agreement pursuant
to Schedule I.
(b) Authorization to Disclose. The Stockholder authorizes the Company,
-------------------------
Parent and the Sub to publish and disclose in the documents relating to the
Offer the Stockholder's identity and ownership of the Company's common stock and
the nature of the Stockholder's commitments, arrangements and understandings
under this agreement.
(c) Conditions. The Stockholder acknowledges that the Company's
----------
obligation to accept and pay for the Shares in the Offer, including the Shares
owned of record or beneficially by the Stockholder, is subject to the term and
conditions of the Offer.
<PAGE>
2. The Stockholder's Responsibilities with Respect to the Merger.
-------------------------------------------------------------
(a) Voting Agreement. The Stockholder shall, at any meeting of the
----------------
holders of Common Stock, however called, or in connection with any written
consent of the holders of Common Stock, vote (or cause to be voted) the Shares,
then held of record or beneficially owned by the Stockholder against any
Acquisition Proposal and against any action or agreement that would impede,
frustrate, prevent or nullify this agreement, or result in a breach in any
respect of any covenant, representation or warranty or any other obligation or
agreement of the Company under the Agreement or which would result in any of the
conditions set forth in Annex A to the Agreement or set forth in Article VI of
the Agreement not being fulfilled. The Stockholder shall not be required to
take any action in accordance with this provision, however, to the extent that
the Stockholder shall have been advised by counsel in writing that in the
opinion of such counsel, the taking of any such action would violate the
Stockholder's fiduciary duties to the Company's stockholders under applicable
law, either in the Stockholder's capacity as a stockholder of the Company or in
the Stockholder's capacity as a member of the Company's Board of Directors.
(b) No Solicitation. Upon execution of this agreement the Stockholder
---------------
immediately shall cease any activities, discussions or negotiations with other
parties with respect to any Acquisition Proposal and shall not, directly or
indirectly, encourage, solicit, participate in or initiate discussions or
negotiations with or provide any information to, any corporation, partnership,
person or other entity or group (other than Parent and any of its affiliates or
representatives) concerning any Acquisition Proposal, except that the
Stockholder may negotiate and participate in negotiations with any entity or
group concerning an Acquisition Proposal to the extent that the Company is
permitted to do so under section 5.4 of the Agreement. The Stockholder shall
immediately communicate to Parent the terms of any proposal, discussion,
negotiation or inquiry the Stockholder receives in his capacity as a stockholder
of the Company (and the Stockholder shall furnish to Parent copies of any
written materials received by the Stockholder in his capacity as a stockholder
of the Company, in connection with any such proposal, discussion, negotiation or
inquiry) and the identity of the party making such proposal or inquiry.
(c) No Transfer of Shares or Inconsistent Arrangements. Except as
--------------------------------------------------
contemplated by the Agreement or this agreement, the Stockholder shall not (i)
transfer (which term shall include, without limitation, any sale, gift, pledge
or other disposition), or consent to any transfer of, any or all of the Shares
in the Company held by the Stockholder of record or beneficially, (ii) enter
into any contract, option or other agreement or understanding with respect to
any transfer of any or all of those Shares or any interest therein, (iii) grant
any proxy, power-of-attorney or other authorization in or with respect to those
Shares, (iv) deposit any of those Shares into a voting trust or enter into a
voting agreement or arrangement with respect to any of those Shares, or (v) take
any other action that would in any way restrict, limit or interfere with the
performance of the Stockholder's obligations under this agreement or the
transactions contemplated by this agreement or by the Agreement. The Stockholder
shall not request that the Company register the transfer (book-entry or
otherwise) of any certificate or uncertificated interest representing any of the
Shares in the Company owned of record or beneficially by the Stockholder, unless
such transfer is made in compliance with this agreement.
2
<PAGE>
(d) Company Options. If the Stockholder holds Options to acquire
---------------
shares of Company Common Stock, Stockholder shall, if requested by the Company,
consent to the cancellation or substitution of those options in accordance with
the terms of the Agreement and shall execute all appropriate documentation in
connection with such cancellation or substitution.
(e) Reasonable Efforts. Subject to the terms and conditions of this
------------------
agreement, each of the parties to this agreement shall use reasonable efforts to
take or cause to be taken all such action as may be necessary, proper or
advisable under applicable laws and regulations to consummate the transactions
contemplated by this agreement and the Agreement. Each party shall promptly
consult with the other and provide any necessary information and material with
respect to all filings made by Stockholder with any Governmental entity in
connection with this agreement and the Agreement and the transactions
contemplated by this agreement and the Agreement.
(f) Further Assurances. Each party shall from time to time, at the
------------------
other party's request and without further consideration, execute and deliver
such additional documents and take such further lawful action as may be
necessary or desirable to consummate, in the most expeditious manner
practicable, the transactions contemplated by this agreement.
3. Profit on Disposition of Shares Other than Pursuant to the Offer.
----------------------------------------------------------------
If prior to the time of acceptance for payment of the shares pursuant
to the Offer (a) the Company's board of directors withdraws or modifies its
approval or recommendation of the Offer or the Agreement, approves or recommends
a Superior Proposal, or enters into an agreement with respect to a Superior
Proposal, and (b) within 12 months thereafter there is a Disposition of any or
all of the shares of the Company owned by the Stockholder either pursuant to the
Superior Proposal or pursuant to a different Acquisition Proposal for which an
agreement was entered into within six months thereafter, then, promptly upon
receipt by the Stockholder of the proceeds of the Disposition, the Stockholder
shall pay to Parent an amount equal to the first $1.50 per Share of additional
consideration received in connection with the Disposition and 50% of any
additional consideration in excess of $1.50 per Share received in connection
with the Disposition (including the fair market value of any property) as
compared to the consideration that would have been received pursuant to the
Offer. If all or any portion of the consideration received in connection with
the Disposition is other than cash, payment to Parent shall be made in kind or,
at the Stockholder's election, in cash in an amount equal to the fair market
value of the consideration other than cash. As used in this provision, the term
"Disposition" means any sale, exchange or other disposition of shares, including
any disposition in connection with any tender offer, merger, consolidation or
liquidation.
4. Representations and Warranties of the Stockholder. The Stockholder
-------------------------------------------------
represents and warrants to Parent and the Sub as follows:
(a) Power; Binding Agreement. The Stockholder has the legal capacity,
------------------------
power and authority to enter into and perform all of the Stockholder's
obligations under
3
<PAGE>
this agreement. The execution, delivery and performance of this agreement by the
Stockholder will not violate any other agreement to which the Stockholder is a
party or by which the Stockholder is bound, including, but not limited to, any
voting agreement, proxy arrangement, pledge agreement, shareholders agreement or
voting trust. This agreement has been duly and validly executed and delivered by
the Stockholder and constitutes a valid and binding obligation of the
Stockholder, enforceable against the Stockholder in accordance with its terms.
There is no beneficiary or holder of a voting trust certificate or other
interest of any trust of which the Stockholder is a trustee whose consent is
required for the execution and delivery of this agreement or the consummation by
the Stockholder of the transactions contemplated by this agreement.
(b) No Conflicts. Except for filings under the HSR Act, the Exchange
------------
Act and as set forth in Section 3.4 of the Disclosure Schedule to the Agreement,
(i) no filing with, and no permit, authorization, consent or approval of, any
Governmental Entity is required for the execution and delivery of this agreement
by the Stockholder and the consummation by the Stockholder of the transactions
contemplated by this agreement and (ii) the execution, delivery and performance
of this agreement by the Stockholder will not violate any agreement or other
obligation to which the Stockholder is a party or by which the Stockholder or
any of the Stockholder's properties or assets is bound or violate any order,
writ, injunction, decree, judgment, order, statute, rule or regulation
applicable to the Stockholder or any of the Stockholder's properties or assets.
(c) Ownership of Shares. The Stockholder is the record and beneficial
-------------------
owner of the number of shares of the Common Stock subject to this agreement set
forth opposite the Stockholder's name on Schedule I to this agreement, except as
set forth on Schedule I, those shares constitute all of the shares of the Common
Stock owned of record or beneficially by the Stockholder, and upon tender of
those shares to the Company and the purchase of the shares by the Company
pursuant to the Offer, the Company shall acquire valid title to those shares,
free and clear of any claims, liens, encumbrances, proxies, voting trusts or
agreements, understandings or arrangements or any other rights (collectively,
"Encumbrances"). Subject to applicable securities laws and the terms of this
agreement, the Stockholder has sole voting power and sole power to issue
instructions with respect to the matters set forth in sections 1,2 and 3 of this
agreement, sole power of disposition, sole power of conversion, sole power to
demand appraisal rights, and sole power to agree to all of the matters set forth
in this agreement, in each case with respect to all of the shares in the Company
beneficially owned by the Stockholder, with no limitations, qualifications or
restrictions on those rights.
(d) No Encumbrance. Except as permitted by this agreement, the shares
--------------
in the Company owned by the Stockholder of record or beneficially, and the
certificates representing those shares, are now, and at all times prior to the
purchase of those shares pursuant to the Offer will be, held by the Stockholder,
or by a nominee or custodian for the benefit of the Stockholder, free and clear
of all Encumbrances except for those arising under this agreement.
(e) No Finder's Fees. Except as set forth in Section 3.18 of the
----------------
Agreement, no broker, investment banker, financial advisor or other person is
entitled to any broker's, finder's, financial adviser's or other similar fee or
commission in connection with the transactions contemplated by this agreement
based upon arrangements made by or on
4
<PAGE>
behalf of the Stockholder.
5. Representations and Warranties of Parent and the Sub. Parent and the
----------------------------------------------------
Sub jointly and severally represent and warrant to the Stockholder as follows:
(a) Power: Binding Agreement. Each of Parent and the Sub has the
-------------------------
corporate power and authority to enter into and perform all of its obligations
under this agreement and the execution, delivery and performance of this
agreement by Parent and the Sub have been duly authorized by all necessary
partnership or corporate action. The execution, delivery and performance of
this agreement by each of Parent and the Sub will not violate any other
agreement to which either of them is a party or by which either of them is
bound. This agreement has been duly and validly executed and delivered by each
of Parent and the Sub and constitutes a valid and binding agreement of each of
Parent and the Sub, enforceable against each of them in accordance with its
terms.
(b) No Conflicts. Except for filings under the HSR Act and the
------------
Exchange Act, (i) no filing with, and no permit, authorization, consent or
approval of, any Governmental Entity is necessary for the execution of this
agreement by each of Parent and the Sub and the consummation by each of Parent
and the Sub of the transactions contemplated hereby and (ii) the execution,
delivery and performance of this agreement by each of Parent and the Sub will
not (A) conflict with or result in any breach of any organizational documents
applicable to either Parent or the Sub, (B) result in a violation or breach of,
or constitute (with or without notice or lapse of time or both) a default (or
give rise to any third party right of termination, cancellation, material
modification or acceleration) under, any of the terms, conditions or provisions
of any note, loan agreement, bond, mortgage, indenture, license, contract,
commitment, arrangement, understanding, agreement or other instrument or
obligation of any kind to which either Parent or the Sub is a party or by which
either Parent or the Sub or any of their respective properties or assets is
bound, or (C) violate any order, writ, injunction, decree, judgment, order,
statute, rule or regulation applicable to either Parent or the Sub or any of
their respective properties or assets.
6. Termination.
-----------
Except as provided in Section 3 of this agreement, this agreement
shall terminate upon the termination of the Agreement in accordance with its
terms. The termination of this agreement pursuant to this provision shall not
relieve any party of liability for any prior breach of its or his or her
obligations under this agreement.
5
<PAGE>
7. Definitions.
-----------
(a) Shares. Any reference in this agreement to the shares owned of
------
record or beneficially by the Stockholder shall be deemed to include shares
hereafter acquired by the Stockholder upon any stock dividend or distribution or
any change in the Company's Common Stock by reason of any split-up,
recapitalization, combination, exchange of shares or similar corporate action.
(b) Beneficial Ownership. For the purpose of this agreement,
--------------------
beneficial ownership with respect to any shares means beneficial ownership as
determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, including pursuant to any agreement, arrangement or understanding,
whether or not in writing.
(c) Agreement. Any reference to the "Agreement" refers to the
---------
Agreement executed on this date as it may hereafter be amended from time to
time.
8. Miscellaneous.
-------------
(a) Reliance by Parent. The Stockholder acknowledges that Stockholder
------------------
understands that Parent is entering into, and causing Sub to enter into, the
Agreement in reliance upon the Stockholder's execution, delivery and performance
of this agreement.
(b) Entire Agreement; No Oral Change. This agreement contains a
---------------------------------
compete statement of all of the arrangements among the parties with respect to
its subject matter, supersedes all prior agreements and understandings, written
and oral, among the parties with respect to that subject matter, and cannot be
changed or terminated except by an agreement in writing signed by all parties.
(c) Binding Agreement. This agreement and the obligations under this
-----------------
agreement shall attach to the shares owned of record and beneficially by the
Stockholder and shall be binding upon any such person or entity to which legal
or beneficial ownership of those shares shall pass, whether by operation of law
or otherwise, including, but not limited to, the Stockholder's heirs, guardians,
administrators or successors. The transferee of any shares shall remain liable
for the performance of all obligations of the transferor under this agreement.
(d) Assignment. None of the parties may assign any of its or his or
----------
her rights or delegate any of its or his or her duties under this agreement
without the prior written consent of the other parties.
(e) Notices. All notices and other communications hereunder shall be
-------
in writing and shall be deemed given if delivered personally, telecopied (which
is confirmed) or sent by an overnight courier service, such as Federal Express,
to the parties at the following addresses (or at such other address for a party
as shall be specified by like notice):
6
<PAGE>
(i) if to Parent or the Sub, to:
VS&A Communications Partners II, L.P.
350 Park Avenue
New York, New York 10022
Attn: Jeffrey T. Stevenson
President
with a copy to:
Proskauer Rose LLP
1585 Broadway
New York, New York 10036
Attn: Bertram A. Abrams, Esq.
(ii) if to the Stockholder, to:
Florence Lloyd Jones Barnett and Howard G. Barnett, Jr.
as Co-Trustees of the Revocable Inter Vivos Trust of
Florence Lloyd Jones Barnett
2619 East 37th Street
Tulsa, Oklahoma 74105
with a copy to:
Conner & Winters
2400 First Place Tower
15 East 5th Street
Tulsa, Oklahoma 74103
Attn: Robert A. Curry, Esq.
(f) Severability. Whenever possible, each provision or portion of any
------------
provision of this agreement shall be interpreted in such manner as to be
effective and valid under applicable law but if any provision or portion of any
provision of this agreement is held to be invalid, illegal or unenforceable in
any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality or unenforceability will not affect any other provision
or portion of any provision in such jurisdiction, and this agreement shall be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision or portion of any provision had never been
contained in this agreement.
(g) Specific Performance. The Stockholder acknowledges that the
--------------------
Company's business is of a special, unique and extraordinary character, and that
any default in the performance of Stockholder's obligations under sections 1
and 2 of this agreement could not be compensated for by damages. Accordingly, if
the Stockholder defaults in the performance of Stockholder's obligations under
section 1 or 2 of this agreement, Parent and the Sub shall be entitled, in
addition to any other remedies that either of them may have, to enforcement of
this agreement by a decree of specific performance requiring the Stockholder to
fulfill those obligations, without any bond or other security being required and
without the necessity of showing actual damages.
(h) Remedies Cumulative. All rights, powers and remedies provided
-------------------
7
<PAGE>
under this agreement or otherwise available in respect hereof at law or in
equity shall be cumulative and not alternative, and the exercise of any right,
power or remedy by any party shall not preclude the simultaneous or later
exercise by that party of any other right, power or remedy.
(i) No Waiver. The failure of any party hereto to exercise any right,
---------
power or remedy provided under this agreement or otherwise available at law or
in equity, or to insist upon compliance by any other party with its obligations
under this agreement, and any custom or practice of the parties at variance with
the terms of this agreement, shall not constitute a waiver by that party of its
right to exercise any such or other right, power or remedy or to demand such
compliance.
(j) No Third Party Beneficiaries. This agreement is not intended to
----------------------------
be for the benefit of, and shall not be enforceable by, any person or entity who
or which is not a party hereto.
(k) Governing Law. This agreement shall be governed and construed in
-------------
accordance with the laws of the State of Delaware, without giving effect to the
principles of conflicts of law thereof.
(l) Jurisdiction. The courts of the State of Delaware and the United
------------
States District Court for the Southern District of New York shall have
jurisdiction over the parties with respect to any dispute or controversy among
them arising under or in connection with this agreement and, by execution and
delivery of this agreement, each of the parties to this agreement submits to the
jurisdiction of those courts, including, but not limited to, the in personam and
-----------
subject matter jurisdiction of those courts, waives any objection to such
jurisdiction on the grounds of venue or forum non conveniens, the absence of in
----- --- ---------- --
personam or subject matter jurisdiction and any similar grounds, consents to
- --------
service of process by mail (in accordance with section 8(e)) or any other manner
permitted by law, and irrevocably agrees to be bound by any judgment rendered
thereby in connection with this agreement. These consents to jurisdiction shall
not be deemed to confer rights on any person other than the parties to this
agreement.
8
<PAGE>
(m) Headings. The descriptive headings in this agreement are for
--------
convenience of reference only and are not intended to be part of or to affect
the meaning or interpretation of this agreement.
VS&A COMMUNICATIONS PARTNERS II, L.P.
By: /s/ Jeffrey T. Stevenson
------------------------------------
Jeffrey T. Stevenson
President and General Partner
VS&A-T/SF, INC.
By: /s/ Jeffrey T. Stevenson
------------------------------------
Jeffrey T. Stevenson
President and General Partner
FLORENCE LLOYD JONES BARNETT AND
HOWARD G. BARNETT, JR. AS CO-TRUSTEES
OF THE REVOCABLE INTER VIVOS TRUST OF
FLORENCE LLOYD JONES BARNETT
/s/ Florence Lloyd Jones Barnett
----------------------------------------
Florence Lloyd Jones Barnett
/s/ Howard G. Barnett, Jr.
----------------------------------------
Howard G. Barnett, Jr.
9
<PAGE>
SCHEDULE 1
<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF SHARES BENEFICIALLY
BENEFICIALLY OWNED OWNED EXCLUDED FROM THIS
SUBJECT TO THIS AGREEMENT (INDICATING
NAME OF STOCKHOLDER AGREEMENT CAPACITY OWNED)
- ------------------- --------------- -------------------------
<S> <C> <C>
Florence Lloyd Jones Barnett 416,139 shares See separate Stockholder
and Howard G. Barnett, Jr., as Agreements for:
Co-trustees of the Revocable
Inter Vivos Trust of Florence (i) Howard G. Barnett, Sr. and Howard
Lloyd Jones Barnett G. Barnett, Jr., as Co-trustees of the
Revocable Inter Vivos Trust of
Howard G. Barnett, Sr.
(ii) Florence Lloyd Jones Barnett and
Howard G. Barnett, Sr., as Trustees
of The Florence L. J. and Howard G.
Barnett Foundation
(iii) Florence Lloyd Jones Barnett, as
Trustee of the Florence Lloyd Jones
Barnett Charitable Remainder Unitrust
</TABLE>
<PAGE>
Exhibit 99.7
EXHIBIT G
STOCKHOLDER AGREEMENT
---------------------
August 15, 1997
The parties to this agreement are VS&A Communications Partners II,
L.P., a Delaware limited partnership ("Parent"), VS&A-T/SF, Inc., a Delaware
corporation and a wholly owned subsidiary of Parent (the "Sub"), and Billie T.
Barnett (the "Stockholder").
Concurrently with the execution and delivery of this agreement,
Parent, the Sub, and T/SF Communications Corporation, a Delaware corporation
(the "Company"), are entering into a Stock Purchase Agreement the ("Agreement")
which provides inter alia, for the Company's cash tender offer (the "Offer") to
----------
purchase all of the Company's outstanding shares of common stock, par value $.10
per share ("Common Stock") at a price of $40.25 per share. As a condition to
entering into the Agreement, Parent has required that the Stockholder agree to
the terms of this agreement and, as an inducement to Parent and the Sub to enter
into the Agreement and proceed with the Offer, the Stockholder has agreed to
those terms as set forth below. Capitalized terms used end not defined in this
agreement have the meanings ascribed to them in the Agreement.
It is therefore agreed as follows:
1. Tender of Shares.
----------------
(a) Tender. Not later than the fifteenth business day after
------
commencement of the Offer pursuant to Section 1.1 of the Agreement, the
Stockholder shall validly tender (or cause the record owner of his Shares to
validly tender), in accordance with the terms of the Offer, the number of shares
of the Common Stock set forth opposite the Stockholder's name on Schedule I to
this agreement, all of which are beneficially owned by the Stockholder, together
with any additional shares of the Common Stock that the Stockholder acquires
record or beneficial ownership of after execution of this agreement except for
additional shares acquired in any capacity excepted from this agreement pursuant
to Schedule I.
(b) Authorization to Disclose. The Stockholder authorizes the Company,
-------------------------
Parent and the Sub to publish and disclose in the documents relating to the
Offer the Stockholder's identity and ownership of the Company's common stock and
the nature of the Stockholder's commitments, arrangements and understandings
under this agreement.
(c) Conditions. The Stockholder acknowledges that the Company's
----------
obligation to accept and pay for the Shares in the Offer, including the Shares
owned of record or beneficially by the Stockholder, is subject to the term and
conditions of the Offer.
<PAGE>
2. The Stockholder's Responsibilities with Respect to the Merger.
-------------------------------------------------------------
(a) Voting Agreement. The Stockholder shall, at any meeting of the
----------------
holders of Common Stock, however called, or in connection with any written
consent of the holders of Common Stock, vote (or cause to be voted) the Shares,
then held of record or beneficially owned by the Stockholder against any
Acquisition Proposal and against any action or agreement that would impede,
frustrate, prevent or nullify this agreement, or result in a breach in any
respect of any covenant, representation or warranty or any other obligation or
agreement of the Company under the Agreement or which would result in any of the
conditions set forth in Annex A to the Agreement or set forth in Article VI of
the Agreement not being fulfilled. The Stockholder shall not be required to
take any action in accordance with this provision, however, to the extent that
the Stockholder shall have been advised by counsel in writing that in the
opinion of such counsel, the taking of any such action would violate the
Stockholder's fiduciary duties to the Company's stockholders under applicable
law, either in the Stockholder's capacity as a stockholder of the Company or in
the Stockholder's capacity as a member of the Company's Board of Directors.
(b) No Solicitation. Upon execution of this agreement the Stockholder
---------------
immediately shall cease any activities, discussions or negotiations with other
parties with respect to any Acquisition Proposal and shall not, directly or
indirectly, encourage, solicit, participate in or initiate discussions or
negotiations with or provide any information to, any corporation, partnership,
person or other entity or group (other than Parent and any of its affiliates or
representatives) concerning any Acquisition Proposal, except that the
Stockholder may negotiate and participate in negotiations with any entity or
group concerning an Acquisition Proposal to the extent that the Company is
permitted to do so under section 5.4 of the Agreement. The Stockholder shall
immediately communicate to Parent the terms of any proposal, discussion,
negotiation or inquiry the Stockholder receives in his capacity as a stockholder
of the Company (and the Stockholder shall furnish to Parent copies of any
written materials received by the Stockholder in his capacity as a stockholder
of the Company, in connection with any such proposal, discussion, negotiation or
inquiry) and the identity of the party making such proposal or inquiry.
(c) No Transfer of Shares or Inconsistent Arrangements. Except as
--------------------------------------------------
contemplated by the Agreement or this agreement, the Stockholder shall not (i)
transfer (which term shall include, without limitation, any sale, gift, pledge
or other disposition), or consent to any transfer of, any or all of the Shares
in the Company held by the Stockholder of record or beneficially, (ii) enter
into any contract, option or other agreement or understanding with respect to
any transfer of any or all of those Shares or any interest therein, (iii) grant
any proxy, power-of-attorney or other authorization in or with respect to those
Shares, (iv) deposit any of those Shares into a voting trust or enter into a
voting agreement or arrangement with respect to any of those Shares, or (v) take
any other action that would in any way restrict, limit or interfere with the
performance of the Stockholder's obligations under this agreement or the
transactions contemplated by this agreement or by the Agreement. The Stockholder
shall not request that the Company register the transfer (book-entry or
otherwise) of any certificate or uncertificated interest representing any of the
Shares in the Company owned of record or beneficially by the Stockholder, unless
such transfer is made in compliance with this agreement.
(d) Company Options. If the Stockholder holds Options to acquire
---------------
shares of Company
2
<PAGE>
Common Stock, Stockholder shall, if requested by the Company, consent to the
cancellation or substitution of those options in accordance with the terms of
the Agreement and shall execute all appropriate documentation in connection with
such cancellation or substitution.
(e) Reasonable Efforts. Subject to the terms and conditions of this
------------------
agreement, each of the parties to this agreement shall use reasonable efforts to
take or cause to be taken all such action as may be necessary, proper or
advisable under applicable laws and regulations to consummate the transactions
contemplated by this agreement and the Agreement. Each party shall promptly
consult with the other and provide any necessary information and material with
respect to all filings made by Stockholder with any Governmental entity in
connection with this agreement and the Agreement and the transactions
contemplated by this agreement and the Agreement.
(f) Further Assurances. Each party shall from time to time, at the
------------------
other party's request and without further consideration, execute and deliver
such additional documents and take such further lawful action as may be
necessary or desirable to consummate, in the most expeditious manner
practicable, the transactions contemplated by this agreement.
3. Profit on Disposition of Shares Other than Pursuant to the Offer.
----------------------------------------------------------------
If prior to the time of acceptance for payment of the shares pursuant
to the Offer (a) the Company's board of directors withdraws or modifies its
approval or recommendation of the Offer or the Agreement, approves or recommends
a Superior Proposal, or enters into an agreement with respect to a Superior
Proposal, and (b) within 12 months thereafter there is a Disposition of any or
all of the shares of the Company owned by the Stockholder either pursuant to the
Superior Proposal or pursuant to a different Acquisition Proposal for which an
agreement was entered into within six months thereafter, then, promptly upon
receipt by the Stockholder of the proceeds of the Disposition, the Stockholder
shall pay to Parent an amount equal to the first $1.50 per Share of additional
consideration received in connection with the Disposition and 50% of any
additional consideration in excess of $1.50 per Share received in connection
with the Disposition (including the fair market value of any property) as
compared to the consideration that would have been received pursuant to the
Offer. If all or any portion of the consideration received in connection with
the Disposition is other than cash, payment to Parent shall be made in kind or,
at the Stockholder's election, in cash in an amount equal to the fair market
value of the consideration other than cash. As used in this provision, the term
"Disposition" means any sale, exchange or other disposition of shares, including
any disposition in connection with any tender offer, merger, consolidation or
liquidation.
4. Representations and Warranties of the Stockholder. The Stockholder
-------------------------------------------------
represents and warrants to Parent and the Sub as follows:
(a) Power; Binding Agreement. The Stockholder has the legal capacity,
------------------------
power and authority to enter into and perform all of the Stockholder's
obligations under this agreement. The execution, delivery and performance of
this agreement by the Stockholder will not violate any other agreement to which
the Stockholder is a party or by which the Stockholder is bound, including, but
not limited to, any voting agreement, proxy arrangement, pledge agreement,
shareholders agreement or voting trust. This agreement has
3
<PAGE>
been duly and validly executed and delivered by the Stockholder and constitutes
a valid and binding obligation of the Stockholder, enforceable against the
Stockholder in accordance with its terms. There is no beneficiary or holder of a
voting trust certificate or other interest of any trust of which the Stockholder
is a trustee whose consent is required for the execution and delivery of this
agreement or the consummation by the Stockholder of the transactions
contemplated by this agreement.
(b) No Conflicts. Except for filings under the HSR Act, the Exchange
------------
Act and as set forth in Section 3.4 of the Disclosure Schedule to the Agreement,
(i) no filing with, and no permit, authorization, consent or approval of, any
Governmental Entity is required for the execution and delivery of this agreement
by the Stockholder and the consummation by the Stockholder of the transactions
contemplated by this agreement and (ii) the execution, delivery and performance
of this agreement by the Stockholder will not violate any agreement or other
obligation to which the Stockholder is a party or by which the Stockholder or
any of the Stockholder's properties or assets is bound or violate any order,
writ, injunction, decree, judgment, order, statute, rule or regulation
applicable to the Stockholder or any of the Stockholder's properties or assets.
(c) Ownership of Shares. The Stockholder is the record and beneficial
-------------------
owner of the number of shares of the Common Stock subject to this agreement set
forth opposite the Stockholder's name on Schedule I to this agreement, except as
set forth on Schedule I, those shares constitute all of the shares of the Common
Stock owned of record or beneficially by the Stockholder, and upon tender of
those shares to the Company and the purchase of the shares by the Company
pursuant to the Offer, the Company shall acquire valid title to those shares,
free and clear of any claims, liens, encumbrances, proxies, voting trusts or
agreements, understandings or arrangements or any other rights (collectively,
"Encumbrances"). Subject to applicable securities laws and the terms of this
agreement, the Stockholder has sole voting power and sole power to issue
instructions with respect to the matters set forth in sections 1,2 and 3 of this
agreement, sole power of disposition, sole power of conversion, sole power to
demand appraisal rights, and sole power to agree to all of the matters set forth
in this agreement, in each case with respect to all of the shares in the Company
beneficially owned by the Stockholder, with no limitations, qualifications or
restrictions on those rights.
(d) No Encumbrance. Except as permitted by this agreement, the shares
--------------
in the Company owned by the Stockholder of record or beneficially, and the
certificates representing those shares, are now, and at all times prior to the
purchase of those shares pursuant to the Offer will be, held by the Stockholder,
or by a nominee or custodian for the benefit of the Stockholder, free and clear
of all Encumbrances except for those arising under this agreement.
(e) No Finder's Fees. Except as set forth in Section 3.18 of the
----------------
Agreement, no broker, investment banker, financial advisor or other person is
entitled to any broker's, finder's, financial adviser's or other similar fee or
commission in connection with the transactions contemplated by this agreement
based upon arrangements made by or on behalf of the Stockholder.
5. Representations and Warranties of Parent and the Sub. Parent and the
----------------------------------------------------
Sub jointly and severally represent and warrant to the Stockholder as follows:
4
<PAGE>
(a) Power: Binding Agreement. Each of Parent and the Sub has the
-------------------------
corporate power and authority to enter into and perform all of its obligations
under this agreement and the execution, delivery and performance of this
agreement by Parent and the Sub have been duly authorized by all necessary
partnership or corporate action. The execution, delivery and performance of
this agreement by each of Parent and the Sub will not violate any other
agreement to which either of them is a party or by which either of them is
bound. This agreement has been duly and validly executed and delivered by each
of Parent and the Sub and constitutes a valid and binding agreement of each of
Parent and the Sub, enforceable against each of them in accordance with its
terms.
(b) No Conflicts. Except for filings under the HSR Act and the
------------
Exchange Act, (i) no filing with, and no permit, authorization, consent or
approval of, any Governmental Entity is necessary for the execution of this
agreement by each of Parent and the Sub and the consummation by each of Parent
and the Sub of the transactions contemplated hereby and (ii) the execution,
delivery and performance of this agreement by each of Parent and the Sub will
not (A) conflict with or result in any breach of any organizational documents
applicable to either Parent or the Sub, (B) result in a violation or breach of,
or constitute (with or without notice or lapse of time or both) a default (or
give rise to any third party right of termination, cancellation, material
modification or acceleration) under, any of the terms, conditions or provisions
of any note, loan agreement, bond, mortgage, indenture, license, contract,
commitment, arrangement, understanding, agreement or other instrument or
obligation of any kind to which either Parent or the Sub is a party or by which
either Parent or the Sub or any of their respective properties or assets is
bound, or (C) violate any order, writ, injunction, decree, judgment, order,
statute, rule or regulation applicable to either Parent or the Sub or any of
their respective properties or assets.
6. Termination.
-----------
Except as provided in Section 3 of this agreement, this agreement
shall terminate upon the termination of the Agreement in accordance with its
terms. The termination of this agreement pursuant to this provision shall not
relieve any party of liability for any prior breach of its or his or her
obligations under this agreement.
5
<PAGE>
7. Definitions.
-----------
(a) Shares. Any reference in this agreement to the shares owned of
------
record or beneficially by the Stockholder shall be deemed to include shares
hereafter acquired by the Stockholder upon any stock dividend or distribution or
any change in the Company's Common Stock by reason of any split-up,
recapitalization, combination, exchange of shares or similar corporate action.
(b) Beneficial Ownership. For the purpose of this agreement,
--------------------
beneficial ownership with respect to any shares means beneficial ownership as
determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, including pursuant to any agreement, arrangement or understanding,
whether or not in writing.
(c) Agreement. Any reference to the "Agreement" refers to the
---------
Agreement executed on this date as it may hereafter be amended from time to
time.
8. Miscellaneous.
-------------
(a) Reliance by Parent. The Stockholder acknowledges that Stockholder
------------------
understands that Parent is entering into, and causing Sub to enter into, the
Agreement in reliance upon the Stockholder's execution, delivery and performance
of this agreement.
(b) Entire Agreement; No Oral Change. This agreement contains a
---------------------------------
compete statement of all of the arrangements among the parties with respect to
its subject matter, supersedes all prior agreements and understandings, written
and oral, among the parties with respect to that subject matter, and cannot be
changed or terminated except by an agreement in writing signed by all parties.
(c) Binding Agreement. This agreement and the obligations under this
-----------------
agreement shall attach to the shares owned of record and beneficially by the
Stockholder and shall be binding upon any such person or entity to which legal
or beneficial ownership of those shares shall pass, whether by operation of law
or otherwise, including, but not limited to, the Stockholder's heirs, guardians,
administrators or successors. The transferee of any shares shall remain liable
for the performance of all obligations of the transferor under this agreement.
(d) Assignment. None of the parties may assign any of its or his or
----------
her rights or delegate any of its or his or her duties under this agreement
without the prior written consent of the other parties.
(e) Notices. All notices and other communications hereunder shall be
-------
in writing and shall be deemed given if delivered personally, telecopied (which
is confirmed) or sent by an overnight courier service, such as Federal Express,
to the parties at the following addresses (or at such other address for a party
as shall be specified by like notice):
6
<PAGE>
(i) if to Parent or the Sub, to:
VS&A Communications Partners II, L.P.
350 Park Avenue
New York, New York 10022
Attn: Jeffrey T. Stevenson
President
with a copy to:
Proskauer Rose LLP
1585 Broadway
New York, New York 10036
Attn: Bertram A. Abrams, Esq.
(ii) if to the Stockholder, to:
Billie T. Barnett
6742 South Evanston
Tulsa, Oklahoma 74136
with a copy to:
Conner & Winters
2400 First Place Tower
15 East 5th Street
Tulsa, Oklahoma 74103
Attn: Robert A. Curry, Esq.
(f) Severability. Whenever possible, each provision or portion of any
------------
provision of this agreement shall be interpreted in such manner as to be
effective and valid under applicable law but if any provision or portion of any
provision of this agreement is held to be invalid, illegal or unenforceable in
any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality or unenforceability will not affect any other provision
or portion of any provision in such jurisdiction, and this agreement shall be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision or portion of any provision had never been
contained in this agreement.
(g) Specific Performance. The Stockholder acknowledges that the
--------------------
Company's business is of a special, unique and extraordinary character, and that
any default in the performance of Stockholder's obligations under sections 1
and 2 of this agreement could not be compensated for by damages. Accordingly,
if the Stockholder defaults in the performance of Stockholder's obligations
under section 1 or 2 of this agreement, Parent and the Sub shall be entitled, in
addition to any other remedies that either of them may have, to enforcement of
this agreement by a decree of specific performance requiring the Stockholder to
fulfill those obligations, without any bond or other security being required and
without the necessity of showing
7
<PAGE>
actual damages.
(h) Remedies Cumulative. All rights, powers and remedies provided
-------------------
under this agreement or otherwise available in respect hereof at law or in
equity shall be cumulative and not alternative, and the exercise of any right,
power or remedy by any party shall not preclude the simultaneous or later
exercise by that party of any other right, power or remedy.
(i) No Waiver. The failure of any party hereto to exercise any right,
---------
power or remedy provided under this agreement or otherwise available at law or
in equity, or to insist upon compliance by any other party with its obligations
under this agreement, and any custom or practice of the parties at variance with
the terms of this agreement, shall not constitute a waiver by that party of its
right to exercise any such or other right, power or remedy or to demand such
compliance.
(j) No Third Party Beneficiaries. This agreement is not intended to
----------------------------
be for the benefit of, and shall not be enforceable by, any person or entity who
or which is not a party hereto.
(k) Governing Law. This agreement shall be governed and construed in
-------------
accordance with the laws of the State of Delaware, without giving effect to the
principles of conflicts of law thereof.
(l) Jurisdiction. The courts of the State of Delaware and the United
------------
States District Court for the Southern District of New York shall have
jurisdiction over the parties with respect to any dispute or controversy among
them arising under or in connection with this agreement and, by execution and
delivery of this agreement, each of the parties to this agreement submits to the
jurisdiction of those courts, including, but not limited to, the in personam and
-----------
subject matter jurisdiction of those courts, waives any objection to such
jurisdiction on the grounds of venue or forum non conveniens, the absence of in
----- --- ---------- --
personam or subject matter jurisdiction and any similar grounds, consents to
- --------
service of process by mail (in accordance with section 8(e)) or any other manner
permitted by law, and irrevocably agrees to be bound by any judgment rendered
thereby in connection with this agreement. These consents to jurisdiction shall
not be deemed to confer rights on any person other than the parties to this
agreement.
8
<PAGE>
(m) Headings. The descriptive headings in this agreement are for
--------
convenience of reference only and are not intended to be part of or to affect
the meaning or interpretation of this agreement.
VS&A COMMUNICATIONS PARTNERS II, L.P.
By: /s/ Jeffrey T. Stevenson
------------------------------------
Jeffrey T. Stevenson
President and General Partner
VS&A-T/SF, INC.
By: /s/ Jeffrey T. Stevenson
------------------------------------
Jeffrey T. Stevenson
President and General Partner
/s/ Billie T. Barnett
----------------------------------------
Billie T. Barnett
9
<PAGE>
SCHEDULE 1
<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF SHARES BENEFICIALLY
BENEFICIALLY OWNED OWNED EXCLUDED FROM THIS
SUBJECT TO THIS AGREEMENT (INDICATING
NAME OF STOCKHOLDER AGREEMENT CAPACITY OWNED)
- ------------------- --------------- -----------------------
<S> <C> <C>
Billie T. Barnett 26,602 shares The shares shown as owned
beneficially by Howard G. Barnett,
Jr., husband of Billie T. Barnett,
on his separate Stockholder
Agreement
</TABLE>
<PAGE>
Exhibit 99.8
EXHIBIT H
STOCKHOLDER AGREEMENT
---------------------
August 15, 1997
The parties to this agreement are VS&A Communications Partners II,
L.P., a Delaware limited partnership ("Parent"), VS&A-T/SF, Inc., a Delaware
corporation and a wholly owned subsidiary of Parent (the "Sub"), and Jenkin
Lloyd Jones and Jenkin Lloyd Jones Jr., as Co-Trustees of the Revocable Inter
Vivos Trust of Jenkin Lloyd Jones (the "Stockholder").
Concurrently with the execution and delivery of this agreement,
Parent, the Sub, and T/SF Communications Corporation, a Delaware corporation
(the "Company"), are entering into a Stock Purchase Agreement the ("Agreement")
which provides inter alia, for the Company's cash tender offer (the "Offer") to
----------
purchase all of the Company's outstanding shares of common stock, par value $.10
per share ("Common Stock") at a price of $40.25 per share. As a condition to
entering into the Agreement, Parent has required that the Stockholder agree to
the terms of this agreement and, as an inducement to Parent and the Sub to enter
into the Agreement and proceed with the Offer, the Stockholder has agreed to
those terms as set forth below. Capitalized terms used end not defined in this
agreement have the meanings ascribed to them in the Agreement.
It is therefore agreed as follows:
1. Tender of Shares.
----------------
(a) Tender. Not later than the fifteenth business day after
------
commencement of the Offer pursuant to Section 1.1 of the Agreement, the
Stockholder shall validly tender (or cause the record owner of his Shares to
validly tender), in accordance with the terms of the Offer, the number of shares
of the Common Stock set forth opposite the Stockholder's name on Schedule I to
this agreement, all of which are beneficially owned by the Stockholder, together
with any additional shares of the Common Stock that the Stockholder acquires
record or beneficial ownership of after execution of this agreement except for
additional shares acquired in any capacity excepted from this agreement pursuant
to Schedule I.
(b) Authorization to Disclose. The Stockholder authorizes the Company,
-------------------------
Parent and the Sub to publish and disclose in the documents relating to the
Offer the Stockholder's identity and ownership of the Company's common stock and
the nature of the Stockholder's commitments, arrangements and understandings
under this agreement.
(c) Conditions. The Stockholder acknowledges that the Company's
----------
obligation to accept and pay for the Shares in the Offer, including the Shares
owned of record or beneficially by the Stockholder, is subject to the term and
conditions of the Offer.
<PAGE>
2. The Stockholder's Responsibilities with Respect to the Merger.
-------------------------------------------------------------
(a) Voting Agreement. The Stockholder shall, at any meeting of the
----------------
holders of Common Stock, however called, or in connection with any written
consent of the holders of Common Stock, vote (or cause to be voted) the Shares,
then held of record or beneficially owned by the Stockholder against any
Acquisition Proposal and against any action or agreement that would impede,
frustrate, prevent or nullify this agreement, or result in a breach in any
respect of any covenant, representation or warranty or any other obligation or
agreement of the Company under the Agreement or which would result in any of the
conditions set forth in Annex A to the Agreement or set forth in Article VI of
the Agreement not being fulfilled. The Stockholder shall not be required to
take any action in accordance with this provision, however, to the extent that
the Stockholder shall have been advised by counsel in writing that in the
opinion of such counsel, the taking of any such action would violate the
Stockholder's fiduciary duties to the Company's stockholders under applicable
law, either in the Stockholder's capacity as a stockholder of the Company or in
the Stockholder's capacity as a member of the Company's Board of Directors.
(b) No Solicitation. Upon execution of this agreement the Stockholder
---------------
immediately shall cease any activities, discussions or negotiations with other
parties with respect to any Acquisition Proposal and shall not, directly or
indirectly, encourage, solicit, participate in or initiate discussions or
negotiations with or provide any information to, any corporation, partnership,
person or other entity or group (other than Parent and any of its affiliates or
representatives) concerning any Acquisition Proposal, except that the
Stockholder may negotiate and participate in negotiations with any entity or
group concerning an Acquisition Proposal to the extent that the Company is
permitted to do so under section 5.4 of the Agreement. The Stockholder shall
immediately communicate to Parent the terms of any proposal, discussion,
negotiation or inquiry the Stockholder receives in his capacity as a stockholder
of the Company (and the Stockholder shall furnish to Parent copies of any
written materials received by the Stockholder in his capacity as a stockholder
of the Company, in connection with any such proposal, discussion, negotiation or
inquiry) and the identity of the party making such proposal or inquiry.
(c) No Transfer of Shares or Inconsistent Arrangements. Except as
--------------------------------------------------
contemplated by the Agreement or this agreement, the Stockholder shall not (i)
transfer (which term shall include, without limitation, any sale, gift, pledge
or other disposition), or consent to any transfer of, any or all of the Shares
in the Company held by the Stockholder of record or beneficially, (ii) enter
into any contract, option or other agreement or understanding with respect to
any transfer of any or all of those Shares or any interest therein, (iii) grant
any proxy, power-of-attorney or other authorization in or with respect to those
Shares, (iv) deposit any of those Shares into a voting trust or enter into a
voting agreement or arrangement with respect to any of those Shares, or (v) take
any other action that would in any way restrict, limit or interfere with the
performance of the Stockholder's obligations under this agreement or the
transactions contemplated by this agreement or by the Agreement. The Stockholder
shall not request that the Company register the transfer (book-entry or
otherwise) of any certificate or uncertificated interest representing any of the
Shares in the Company owned of record or beneficially by the Stockholder, unless
such transfer is made in compliance with this agreement.
2
<PAGE>
(d) Company Options. If the Stockholder holds Options to acquire
---------------
shares of Company Common Stock, Stockholder shall, if requested by the Company,
consent to the cancellation or substitution of those options in accordance with
the terms of the Agreement and shall execute all appropriate documentation in
connection with such cancellation or substitution.
(e) Reasonable Efforts. Subject to the terms and conditions of this
------------------
agreement, each of the parties to this agreement shall use reasonable efforts to
take or cause to be taken all such action as may be necessary, proper or
advisable under applicable laws and regulations to consummate the transactions
contemplated by this agreement and the Agreement. Each party shall promptly
consult with the other and provide any necessary information and material with
respect to all filings made by Stockholder with any Governmental entity in
connection with this agreement and the Agreement and the transactions
contemplated by this agreement and the Agreement.
(f) Further Assurances. Each party shall from time to time, at the
------------------
other party's request and without further consideration, execute and deliver
such additional documents and take such further lawful action as may be
necessary or desirable to consummate, in the most expeditious manner
practicable, the transactions contemplated by this agreement.
3. Profit on Disposition of Shares Other than Pursuant to the Offer.
----------------------------------------------------------------
If prior to the time of acceptance for payment of the shares pursuant
to the Offer (a) the Company's board of directors withdraws or modifies its
approval or recommendation of the Offer or the Agreement, approves or recommends
a Superior Proposal, or enters into an agreement with respect to a Superior
Proposal, and (b) within 12 months thereafter there is a Disposition of any or
all of the shares of the Company owned by the Stockholder either pursuant to the
Superior Proposal or pursuant to a different Acquisition Proposal for which an
agreement was entered into within six months thereafter, then, promptly upon
receipt by the Stockholder of the proceeds of the Disposition, the Stockholder
shall pay to Parent an amount equal to the first $1.50 per Share of additional
consideration received in connection with the Disposition and 50% of any
additional consideration in excess of $1.50 per Share received in connection
with the Disposition (including the fair market value of any property) as
compared to the consideration that would have been received pursuant to the
Offer. If all or any portion of the consideration received in connection with
the Disposition is other than cash, payment to Parent shall be made in kind or,
at the Stockholder's election, in cash in an amount equal to the fair market
value of the consideration other than cash. As used in this provision, the term
"Disposition" means any sale, exchange or other disposition of shares, including
any disposition in connection with any tender offer, merger, consolidation or
liquidation.
4. Representations and Warranties of the Stockholder. The Stockholder
-------------------------------------------------
represents and warrants to Parent and the Sub as follows:
(a) Power; Binding Agreement. The Stockholder has the legal capacity,
------------------------
power and authority to enter into and perform all of the Stockholder's
obligations under
3
<PAGE>
this agreement. The execution, delivery and performance of this agreement by the
Stockholder will not violate any other agreement to which the Stockholder is a
party or by which the Stockholder is bound, including, but not limited to, any
voting agreement, proxy arrangement, pledge agreement, shareholders agreement or
voting trust. This agreement has been duly and validly executed and delivered by
the Stockholder and constitutes a valid and binding obligation of the
Stockholder, enforceable against the Stockholder in accordance with its terms.
There is no beneficiary or holder of a voting trust certificate or other
interest of any trust of which the Stockholder is a trustee whose consent is
required for the execution and delivery of this agreement or the consummation by
the Stockholder of the transactions contemplated by this agreement.
(b) No Conflicts. Except for filings under the HSR Act, the Exchange
------------
Act and as set forth in Section 3.4 of the Disclosure Schedule to the Agreement,
(i) no filing with, and no permit, authorization, consent or approval of, any
Governmental Entity is required for the execution and delivery of this agreement
by the Stockholder and the consummation by the Stockholder of the transactions
contemplated by this agreement and (ii) the execution, delivery and performance
of this agreement by the Stockholder will not violate any agreement or other
obligation to which the Stockholder is a party or by which the Stockholder or
any of the Stockholder's properties or assets is bound or violate any order,
writ, injunction, decree, judgment, order, statute, rule or regulation
applicable to the Stockholder or any of the Stockholder's properties or assets.
(c) Ownership of Shares. The Stockholder is the record and beneficial
-------------------
owner of the number of shares of the Common Stock subject to this agreement set
forth opposite the Stockholder's name on Schedule I to this agreement, except as
set forth on Schedule I, those shares constitute all of the shares of the Common
Stock owned of record or beneficially by the Stockholder, and upon tender of
those shares to the Company and the purchase of the shares by the Company
pursuant to the Offer, the Company shall acquire valid title to those shares,
free and clear of any claims, liens, encumbrances, proxies, voting trusts or
agreements, understandings or arrangements or any other rights (collectively,
"Encumbrances"). Subject to applicable securities laws and the terms of this
agreement, the Stockholder has sole voting power and sole power to issue
instructions with respect to the matters set forth in sections 1,2 and 3 of this
agreement, sole power of disposition, sole power of conversion, sole power to
demand appraisal rights, and sole power to agree to all of the matters set forth
in this agreement, in each case with respect to all of the shares in the Company
beneficially owned by the Stockholder, with no limitations, qualifications or
restrictions on those rights.
(d) No Encumbrance. Except as permitted by this agreement, the shares
--------------
in the Company owned by the Stockholder of record or beneficially, and the
certificates representing those shares, are now, and at all times prior to the
purchase of those shares pursuant to the Offer will be, held by the Stockholder,
or by a nominee or custodian for the benefit of the Stockholder, free and clear
of all Encumbrances except for those arising under this agreement.
(e) No Finder's Fees. Except as set forth in Section 3.18 of the
----------------
Agreement, no broker, investment banker, financial advisor or other person is
entitled to any broker's, finder's, financial adviser's or other similar fee or
commission in connection with the transactions contemplated by this agreement
based upon arrangements made by or on
4
<PAGE>
behalf of the Stockholder.
5. Representations and Warranties of Parent and the Sub. Parent and the
----------------------------------------------------
Sub jointly and severally represent and warrant to the Stockholder as follows:
(a) Power: Binding Agreement. Each of Parent and the Sub has the
-------------------------
corporate power and authority to enter into and perform all of its obligations
under this agreement and the execution, delivery and performance of this
agreement by Parent and the Sub have been duly authorized by all necessary
partnership or corporate action. The execution, delivery and performance of
this agreement by each of Parent and the Sub will not violate any other
agreement to which either of them is a party or by which either of them is
bound. This agreement has been duly and validly executed and delivered by each
of Parent and the Sub and constitutes a valid and binding agreement of each of
Parent and the Sub, enforceable against each of them in accordance with its
terms.
(b) No Conflicts. Except for filings under the HSR Act and the
------------
Exchange Act, (i) no filing with, and no permit, authorization, consent or
approval of, any Governmental Entity is necessary for the execution of this
agreement by each of Parent and the Sub and the consummation by each of Parent
and the Sub of the transactions contemplated hereby and (ii) the execution,
delivery and performance of this agreement by each of Parent and the Sub will
not (A) conflict with or result in any breach of any organizational documents
applicable to either Parent or the Sub, (B) result in a violation or breach of,
or constitute (with or without notice or lapse of time or both) a default (or
give rise to any third party right of termination, cancellation, material
modification or acceleration) under, any of the terms, conditions or provisions
of any note, loan agreement, bond, mortgage, indenture, license, contract,
commitment, arrangement, understanding, agreement or other instrument or
obligation of any kind to which either Parent or the Sub is a party or by which
either Parent or the Sub or any of their respective properties or assets is
bound, or (C) violate any order, writ, injunction, decree, judgment, order,
statute, rule or regulation applicable to either Parent or the Sub or any of
their respective properties or assets.
6. Termination.
-----------
Except as provided in Section 3 of this agreement, this agreement
shall terminate upon the termination of the Agreement in accordance with its
terms. The termination of this agreement pursuant to this provision shall not
relieve any party of liability for any prior breach of its or his or her
obligations under this agreement.
5
<PAGE>
7. Definitions.
-----------
(a) Shares. Any reference in this agreement to the shares owned of
------
record or beneficially by the Stockholder shall be deemed to include shares
hereafter acquired by the Stockholder upon any stock dividend or distribution or
any change in the Company's Common Stock by reason of any split-up,
recapitalization, combination, exchange of shares or similar corporate action.
(b) Beneficial Ownership. For the purpose of this agreement,
--------------------
beneficial ownership with respect to any shares means beneficial ownership as
determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, including pursuant to any agreement, arrangement or understanding,
whether or not in writing.
(c) Agreement. Any reference to the "Agreement" refers to the
---------
Agreement executed on this date as it may hereafter be amended from time to
time.
8. Miscellaneous.
-------------
(a) Reliance by Parent. The Stockholder acknowledges that Stockholder
------------------
understands that Parent is entering into, and causing Sub to enter into, the
Agreement in reliance upon the Stockholder's execution, delivery and performance
of this agreement.
(b) Entire Agreement; No Oral Change. This agreement contains a
---------------------------------
compete statement of all of the arrangements among the parties with respect to
its subject matter, supersedes all prior agreements and understandings, written
and oral, among the parties with respect to that subject matter, and cannot be
changed or terminated except by an agreement in writing signed by all parties.
(c) Binding Agreement. This agreement and the obligations under this
-----------------
agreement shall attach to the shares owned of record and beneficially by the
Stockholder and shall be binding upon any such person or entity to which legal
or beneficial ownership of those shares shall pass, whether by operation of law
or otherwise, including, but not limited to, the Stockholder's heirs, guardians,
administrators or successors. The transferee of any shares shall remain liable
for the performance of all obligations of the transferor under this agreement.
(d) Assignment. None of the parties may assign any of its or his or
----------
her rights or delegate any of its or his or her duties under this agreement
without the prior written consent of the other parties.
(e) Notices. All notices and other communications hereunder shall be
-------
in writing and shall be deemed given if delivered personally, telecopied (which
is confirmed) or sent by an overnight courier service, such as Federal Express,
to the parties at the following addresses (or at such other address for a party
as shall be specified by like notice):
6
<PAGE>
(i) if to Parent or the Sub, to:
VS&A Communications Partners II, L.P.
350 Park Avenue
New York, New York 10022
Attn: Jeffrey T. Stevenson
President
with a copy to:
Proskauer Rose LLP
1585 Broadway
New York, New York 10036
Attn: Bertram A. Abrams, Esq.
(ii) if to the Stockholder, to:
Jenkin Lloyd Jones and Jenkin Lloyd Jones Jr.,
as Co-Trustees of the Revocable Inter Vivos
Trust of Jenkin Lloyd Jones
6683 South Jamestown Place
Tulsa, Oklahoma 74136
with a copy to:
Conner & Winters
2400 First Place Tower
15 East 5th Street
Tulsa, Oklahoma 74103
Attn: Robert A. Curry, Esq.
(f) Severability. Whenever possible, each provision or portion of any
------------
provision of this agreement shall be interpreted in such manner as to be
effective and valid under applicable law but if any provision or portion of any
provision of this agreement is held to be invalid, illegal or unenforceable in
any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality or unenforceability will not affect any other provision
or portion of any provision in such jurisdiction, and this agreement shall be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision or portion of any provision had never been
contained in this agreement.
(g) Specific Performance. The Stockholder acknowledges that the
--------------------
Company's business is of a special, unique and extraordinary character, and that
any default in the performance of Stockholder's obligations under sections 1
and 2 of this agreement could not be compensated for by damages. Accordingly, if
the Stockholder defaults in the performance of Stockholder's obligations under
section 1 or 2 of this agreement, Parent and the Sub shall be entitled, in
addition to any other remedies that either of them may have, to enforcement of
this agreement by a decree of specific performance requiring the Stockholder to
fulfill those obligations, without any bond or other security being required and
without the necessity of showing actual damages.
(h) Remedies Cumulative. All rights, powers and remedies provided
-------------------
7
<PAGE>
under this agreement or otherwise available in respect hereof at law or in
equity shall be cumulative and not alternative, and the exercise of any right,
power or remedy by any party shall not preclude the simultaneous or later
exercise by that party of any other right, power or remedy.
(i) No Waiver. The failure of any party hereto to exercise any right,
---------
power or remedy provided under this agreement or otherwise available at law or
in equity, or to insist upon compliance by any other party with its obligations
under this agreement, and any custom or practice of the parties at variance with
the terms of this agreement, shall not constitute a waiver by that party of its
right to exercise any such or other right, power or remedy or to demand such
compliance.
(j) No Third Party Beneficiaries. This agreement is not intended to
----------------------------
be for the benefit of, and shall not be enforceable by, any person or entity who
or which is not a party hereto.
(k) Governing Law. This agreement shall be governed and construed in
-------------
accordance with the laws of the State of Delaware, without giving effect to the
principles of conflicts of law thereof.
(l) Jurisdiction. The courts of the State of Delaware and the United
------------
States District Court for the Southern District of New York shall have
jurisdiction over the parties with respect to any dispute or controversy among
them arising under or in connection with this agreement and, by execution and
delivery of this agreement, each of the parties to this agreement submits to the
jurisdiction of those courts, including, but not limited to, the in personam and
-----------
subject matter jurisdiction of those courts, waives any objection to such
jurisdiction on the grounds of venue or forum non conveniens, the absence of in
----- --- ---------- --
personam or subject matter jurisdiction and any similar grounds, consents to
- --------
service of process by mail (in accordance with section 8(e)) or any other manner
permitted by law, and irrevocably agrees to be bound by any judgment rendered
thereby in connection with this agreement. These consents to jurisdiction shall
not be deemed to confer rights on any person other than the parties to this
agreement.
8
<PAGE>
(m) Headings. The descriptive headings in this agreement are for
--------
convenience of reference only and are not intended to be part of or to affect
the meaning or interpretation of this agreement.
VS&A COMMUNICATIONS PARTNERS II, L.P.
By: /s/ Jeffrey T. Stevenson
------------------------------------
Jeffrey T. Stevenson
President and General Partner
VS&A-T/SF, INC.
By: /s/ Jeffrey T. Stevenson
------------------------------------
Jeffrey T. Stevenson
President and General Partner
JENKIN LLOYD JONES AND JENKIN LLOYD
JONES, JR. AS CO-TRUSTEES OF THE REVOCABLE
INTER VIVOS TRUST OF JENKIN LLOYD JONES
/s/ Jenkin Lloyd Jones
----------------------------------------
Jenkin Lloyd Jones
/s/ Jenkin Lloyd Jones, Jr.
----------------------------------------
Jenkin Lloyd Jones, Jr.
9
<PAGE>
SCHEDULE 1
<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF SHARES BENEFICIALLY
BENEFICIALLY OWNED OWNED EXCLUDED FROM THIS
SUBJECT TO THIS AGREEMENT (INDICATING
NAME OF STOCKHOLDER AGREEMENT CAPACITY OWNED)
- ------------------- -------------- -------------------------
<S> <C> <C>
Jenkin Lloyd Jones and 22,634 shares (i) See separate Stockholder Agreement
Jenkin Lloyd Jones Jr., as for Jenkin Lloyd Jones Jr.
Co-trustees of the Revocable (ii) 9,475 shares owned by Jenkin
Inter Vivos Trust of Jenkin Lloyd Jones, as Trustee of the
Lloyd Jones Jenkin Lloyd Jones Foundation
</TABLE>
<PAGE>
Exhibit 99.9
EXHIBIT I
STOCKHOLDER AGREEMENT
---------------------
August 15, 1997
The parties to this agreement are VS&A Communications Partners II,
L.P., a Delaware limited partnership ("Parent"), VS&A-T/SF, Inc., a Delaware
corporation and a wholly owned subsidiary of Parent (the "Sub"), and David Lloyd
Jones (the "Stockholder").
Concurrently with the execution and delivery of this agreement,
Parent, the Sub, and T/SF Communications Corporation, a Delaware corporation
(the "Company"), are entering into a Stock Purchase Agreement the ("Agreement")
which provides inter alia, for the Company's cash tender offer (the "Offer") to
----- ----
purchase all of the Company's outstanding shares of common stock, par value $.10
per share ("Common Stock") at a price of $40.25 per share. As a condition to
entering into the Agreement, Parent has required that the Stockholder agree to
the terms of this agreement and, as an inducement to Parent and the Sub to enter
into the Agreement and proceed with the Offer, the Stockholder has agreed to
those terms as set forth below. Capitalized terms used end not defined in this
agreement have the meanings ascribed to them in the Agreement.
It is therefore agreed as follows:
1. Tender of Shares.
----------------
(a) Tender. Not later than the fifteenth business day after
------
commencement of the Offer pursuant to Section 1.1 of the Agreement, the
Stockholder shall validly tender (or cause the record owner of his Shares to
validly tender), in accordance with the terms of the Offer, the number of shares
of the Common Stock set forth opposite the Stockholder's name on Schedule I to
this agreement, all of which are beneficially owned by the Stockholder, together
with any additional shares of the Common Stock that the Stockholder acquires
record or beneficial ownership of after execution of this agreement except for
additional shares acquired in any capacity excepted from this agreement pursuant
to Schedule I.
(b) Authorization to Disclose. The Stockholder authorizes the
-------------------------
Company, Parent and the Sub to publish and disclose in the documents relating to
the Offer the Stockholder's identity and ownership of the Company's common stock
and the nature of the Stockholder's commitments, arrangements and understandings
under this agreement.
(c) Conditions. The Stockholder acknowledges that the Company's
----------
obligation to accept and pay for the Shares in the Offer, including the Shares
owned of record or beneficially by the Stockholder, is subject to the term and
conditions of the Offer.
<PAGE>
2. The Stockholder's Responsibilities with Respect to the Merger.
-------------------------------------------------------------
(a) Voting Agreement. The Stockholder shall, at any meeting of the
----------------
holders of Common Stock, however called, or in connection with any written
consent of the holders of Common Stock, vote (or cause to be voted) the Shares,
then held of record or beneficially owned by the Stockholder against any
Acquisition Proposal and against any action or agreement that would impede,
frustrate, prevent or nullify this agreement, or result in a breach in any
respect of any covenant, representation or warranty or any other obligation or
agreement of the Company under the Agreement or which would result in any of the
conditions set forth in Annex A to the Agreement or set forth in Article VI of
the Agreement not being fulfilled. The Stockholder shall not be required to take
any action in accordance with this provision, however, to the extent that the
Stockholder shall have been advised by counsel in writing that in the opinion of
such counsel, the taking of any such action would violate the Stockholder's
fiduciary duties to the Company's stockholders under applicable law, either in
the Stockholder's capacity as a stockholder of the Company or in the
Stockholder's capacity as a member of the Company's Board of Directors.
(b) No Solicitation. Upon execution of this agreement the Stockholder
---------------
immediately shall cease any activities, discussions or negotiations with other
parties with respect to any Acquisition Proposal and shall not, directly or
indirectly, encourage, solicit, participate in or initiate discussions or
negotiations with or provide any information to, any corporation, partnership,
person or other entity or group (other than Parent and any of its affiliates or
representatives) concerning any Acquisition Proposal, except that the
Stockholder may negotiate and participate in negotiations with any entity or
group concerning an Acquisition Proposal to the extent that the Company is
permitted to do so under section 5.4 of the Agreement. The Stockholder shall
immediately communicate to Parent the terms of any proposal, discussion,
negotiation or inquiry the Stockholder receives in his capacity as a stockholder
of the Company (and the Stockholder shall furnish to Parent copies of any
written materials received by the Stockholder in his capacity as a stockholder
of the Company, in connection with any such proposal, discussion, negotiation or
inquiry) and the identity of the party making such proposal or inquiry.
(c) No Transfer of Shares or Inconsistent Arrangements. Except as
--------------------------------------------------
contemplated by the Agreement or this agreement, the Stockholder shall not (i)
transfer (which term shall include, without limitation, any sale, gift, pledge
or other disposition), or consent to any transfer of, any or all of the Shares
in the Company held by the Stockholder of record or beneficially, (ii) enter
into any contract, option or other agreement or understanding with respect to
any transfer of any or all of those Shares or any interest therein, (iii) grant
any proxy, power-of-attorney or other authorization in or with respect to those
Shares, (iv) deposit any of those Shares into a voting trust or enter into a
voting agreement or arrangement with respect to any of those Shares, or (v) take
any other action that would in any way restrict, limit or interfere with the
performance of the Stockholder's obligations under this agreement or the
transactions contemplated by this agreement or by the Agreement. The
Stockholder shall not request that the Company register the transfer (book-entry
or otherwise) of any certificate or uncertificated interest representing any of
the Shares in the Company owned of record or beneficially by the Stockholder,
unless such transfer is made in compliance with this agreement.
2
<PAGE>
(d) Company Options. If the Stockholder holds Options to acquire
---------------
shares of Company Common Stock, Stockholder shall, if requested by the Company,
consent to the cancellation or substitution of those options in accordance with
the terms of the Agreement and shall execute all appropriate documentation in
connection with such cancellation or substitution.
(e) Reasonable Efforts. Subject to the terms and conditions of this
------------------
agreement, each of the parties to this agreement shall use reasonable efforts to
take or cause to be taken all such action as may be necessary, proper or
advisable under applicable laws and regulations to consummate the transactions
contemplated by this agreement and the Agreement. Each party shall promptly
consult with the other and provide any necessary information and material with
respect to all filings made by Stockholder with any Governmental entity in
connection with this agreement and the Agreement and the transactions
contemplated by this agreement and the Agreement.
(f) Further Assurances. Each party shall from time to time, at the
------------------
other party's request and without further consideration, execute and deliver
such additional documents and take such further lawful action as may be
necessary or desirable to consummate, in the most expeditious manner
practicable, the transactions contemplated by this agreement.
3. Profit on Disposition of Shares Other than Pursuant to the Offer.
----------------------------------------------------------------
If prior to the time of acceptance for payment of the shares pursuant
to the Offer (a) the Company's board of directors withdraws or modifies its
approval or recommendation of the Offer or the Agreement, approves or recommends
a Superior Proposal, or enters into an agreement with respect to a Superior
Proposal, and (b) within 12 months thereafter there is a Disposition of any or
all of the shares of the Company owned by the Stockholder either pursuant to the
Superior Proposal or pursuant to a different Acquisition Proposal for which an
agreement was entered into within six months thereafter, then, promptly upon
receipt by the Stockholder of the proceeds of the Disposition, the Stockholder
shall pay to Parent an amount equal to the first $1.50 per Share of additional
consideration received in connection with the Disposition and 50% of any
additional consideration in excess of $1.50 per Share received in connection
with the Disposition (including the fair market value of any property) as
compared to the consideration that would have been received pursuant to the
Offer. If all or any portion of the consideration received in connection with
the Disposition is other than cash, payment to Parent shall be made in kind or,
at the Stockholder's election, in cash in an amount equal to the fair market
value of the consideration other than cash. As used in this provision, the term
"Disposition" means any sale, exchange or other disposition of shares, including
any disposition in connection with any tender offer, merger, consolidation or
liquidation.
4. Representations and Warranties of the Stockholder. The Stockholder
-------------------------------------------------
represents and warrants to Parent and the Sub as follows:
(a) Power; Binding Agreement. The Stockholder has the legal capacity,
------------------------
power and authority to enter into and perform all of the Stockholder's
obligations under
3
<PAGE>
this agreement. The execution, delivery and performance of this agreement by the
Stockholder will not violate any other agreement to which the Stockholder is a
party or by which the Stockholder is bound, including, but not limited to, any
voting agreement, proxy arrangement, pledge agreement, shareholders agreement or
voting trust. This agreement has been duly and validly executed and delivered by
the Stockholder and constitutes a valid and binding obligation of the
Stockholder, enforceable against the Stockholder in accordance with its terms.
There is no beneficiary or holder of a voting trust certificate or other
interest of any trust of which the Stockholder is a trustee whose consent is
required for the execution and delivery of this agreement or the consummation by
the Stockholder of the transactions contemplated by this agreement.
(b) No Conflicts. Except for filings under the HSR Act, the Exchange
------------
Act and as set forth in Section 3.4 of the Disclosure Schedule to the Agreement,
(i) no filing with, and no permit, authorization, consent or approval of, any
Governmental Entity is required for the execution and delivery of this agreement
by the Stockholder and the consummation by the Stockholder of the transactions
contemplated by this agreement and (ii) the execution, delivery and performance
of this agreement by the Stockholder will not violate any agreement or other
obligation to which the Stockholder is a party or by which the Stockholder or
any of the Stockholder's properties or assets is bound or violate any order,
writ, injunction, decree, judgment, order, statute, rule or regulation
applicable to the Stockholder or any of the Stockholder's properties or assets.
(c) Ownership of Shares. The Stockholder is the record and beneficial
-------------------
owner of the number of shares of the Common Stock subject to this agreement set
forth opposite the Stockholder's name on Schedule I to this agreement, except as
set forth on Schedule I, those shares constitute all of the shares of the Common
Stock owned of record or beneficially by the Stockholder, and upon tender of
those shares to the Company and the purchase of the shares by the Company
pursuant to the Offer, the Company shall acquire valid title to those shares,
free and clear of any claims, liens, encumbrances, proxies, voting trusts or
agreements, understandings or arrangements or any other rights (collectively,
"Encumbrances"). Subject to applicable securities laws and the terms of this
agreement, the Stockholder has sole voting power and sole power to issue
instructions with respect to the matters set forth in sections 1,2 and 3 of this
agreement, sole power of disposition, sole power of conversion, sole power to
demand appraisal rights, and sole power to agree to all of the matters set forth
in this agreement, in each case with respect to all of the shares in the Company
beneficially owned by the Stockholder, with no limitations, qualifications or
restrictions on those rights.
(d) No Encumbrance. Except as permitted by this agreement, the shares
--------------
in the Company owned by the Stockholder of record or beneficially, and the
certificates representing those shares, are now, and at all times prior to the
purchase of those shares pursuant to the Offer will be, held by the Stockholder,
or by a nominee or custodian for the benefit of the Stockholder, free and clear
of all Encumbrances except for those arising under this agreement.
(e) No Finder's Fees. Except as set forth in Section 3.18 of the
----------------
Agreement, no broker, investment banker, financial advisor or other person is
entitled to any broker's, finder's, financial adviser's or other similar fee or
commission in connection with the transactions contemplated by this agreement
based upon arrangements made by
4
<PAGE>
or on behalf of the Stockholder.
5. Representations and Warranties of Parent and the Sub. Parent and the
----------------------------------------------------
Sub jointly and severally represent and warrant to the Stockholder as follows:
(a) Power: Binding Agreement. Each of Parent and the Sub has the
-------------------------
corporate power and authority to enter into and perform all of its obligations
under this agreement and the execution, delivery and performance of this
agreement by Parent and the Sub have been duly authorized by all necessary
partnership or corporate action. The execution, delivery and performance of
this agreement by each of Parent and the Sub will not violate any other
agreement to which either of them is a party or by which either of them is
bound. This agreement has been duly and validly executed and delivered by each
of Parent and the Sub and constitutes a valid and binding agreement of each of
Parent and the Sub, enforceable against each of them in accordance with its
terms.
(b) No Conflicts. Except for filings under the HSR Act and the
------------
Exchange Act, (i) no filing with, and no permit, authorization, consent or
approval of, any Governmental Entity is necessary for the execution of this
agreement by each of Parent and the Sub and the consummation by each of Parent
and the Sub of the transactions contemplated hereby and (ii) the execution,
delivery and performance of this agreement by each of Parent and the Sub will
not (A) conflict with or result in any breach of any organizational documents
applicable to either Parent or the Sub, (B) result in a violation or breach of,
or constitute (with or without notice or lapse of time or both) a default (or
give rise to any third party right of termination, cancellation, material
modification or acceleration) under, any of the terms, conditions or provisions
of any note, loan agreement, bond, mortgage, indenture, license, contract,
commitment, arrangement, understanding, agreement or other instrument or
obligation of any kind to which either Parent or the Sub is a party or by which
either Parent or the Sub or any of their respective properties or assets is
bound, or (C) violate any order, writ, injunction, decree, judgment, order,
statute, rule or regulation applicable to either Parent or the Sub or any of
their respective properties or assets.
6. Termination.
-----------
Except as provided in Section 3 of this agreement, this agreement
shall terminate upon the termination of the Agreement in accordance with its
terms. The termination of this agreement pursuant to this provision shall not
relieve any party of liability for any prior breach of its or his or her
obligations under this agreement.
7. Definitions.
-----------
(a) Shares. Any reference in this agreement to the shares owned of
------
record or beneficially by the Stockholder shall be deemed to include shares
hereafter acquired by the Stockholder upon any stock dividend or distribution or
any change in the Company's Common Stock by reason of any split-up,
recapitalization, combination, exchange of shares or similar corporate action.
(b) Beneficial Ownership. For the purpose of this agreement,
--------------------
beneficial ownership with respect to any shares means beneficial ownership as
determined
5
<PAGE>
pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended,
including pursuant to any agreement, arrangement or understanding, whether or
not in writing.
(c) Agreement. Any reference to the "Agreement" refers to the
---------
Agreement executed on this date as it may hereafter be amended from time to
time.
8. Miscellaneous.
-------------
(a) Reliance by Parent. The Stockholder acknowledges that Stockholder
------------------
understands that Parent is entering into, and causing Sub to enter into, the
Agreement in reliance upon the Stockholder's execution, delivery and performance
of this agreement.
(b) Entire Agreement; No Oral Change. This agreement contains a
---------------------------------
compete statement of all of the arrangements among the parties with respect to
its subject matter, supersedes all prior agreements and understandings, written
and oral, among the parties with respect to that subject matter, and cannot be
changed or terminated except by an agreement in writing signed by all parties.
(c) Binding Agreement. This agreement and the obligations under this
-----------------
agreement shall attach to the shares owned of record and beneficially by the
Stockholder and shall be binding upon any such person or entity to which legal
or beneficial ownership of those shares shall pass, whether by operation of law
or otherwise, including, but not limited to, the Stockholder's heirs, guardians,
administrators or successors. The transferee of any shares shall remain liable
for the performance of all obligations of the transferor under this agreement.
(d) Assignment. None of the parties may assign any of its or his or
----------
her rights or delegate any of its or his or her duties under this agreement
without the prior written consent of the other parties.
(e) Notices. All notices and other communications hereunder shall be
-------
in writing and shall be deemed given if delivered personally, telecopied (which
is confirmed) or sent by an overnight courier service, such as Federal Express,
to the parties at the following addresses (or at such other address for a party
as shall be specified by like notice):
6
<PAGE>
(i) if to Parent or the Sub, to:
VS&A Communications Partners II, L.P.
350 Park Avenue
New York, New York 10022
Attn: Jeffrey T. Stevenson
President
with a copy to:
Proskauer Rose LLP
1585 Broadway
New York, New York 10036
Attn: Bertram A. Abrams, Esq.
(ii) if to the Stockholder, to:
David Lloyd Jones
11312 South Erie
Tulsa, Oklahoma 74137
with a copy to:
Conner & Winters
2400 First Place Tower
15 East 5th Street
Tulsa, Oklahoma 74103
Attn: Robert A. Curry, Esq.
(f) Severability. Whenever possible, each provision or portion of any
------------
provision of this agreement shall be interpreted in such manner as to be
effective and valid under applicable law but if any provision or portion of any
provision of this agreement is held to be invalid, illegal or unenforceable in
any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality or unenforceability will not affect any other provision
or portion of any provision in such jurisdiction, and this agreement shall be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision or portion of any provision had never been
contained in this agreement.
(g) Specific Performance. The Stockholder acknowledges that the
--------------------
Company's business is of a special, unique and extraordinary character, and that
any default in the performance of Stockholder's obligations under sections 1
and 2 of this agreement could not be compensated for by damages. Accordingly,
if the Stockholder defaults in the performance of Stockholder's obligations
under section 1 or 2 of this agreement, Parent and the Sub shall be entitled, in
addition to any other remedies that either of them may have, to enforcement of
this agreement by a decree of specific performance requiring the Stockholder to
fulfill those obligations, without any bond or other security being required and
without the necessity of showing actual damages.
7
<PAGE>
(h) Remedies Cumulative. All rights, powers and remedies provided
-------------------
under this agreement or otherwise available in respect hereof at law or in
equity shall be cumulative and not alternative, and the exercise of any right,
power or remedy by any party shall not preclude the simultaneous or later
exercise by that party of any other right, power or remedy.
(i) No Waiver. The failure of any party hereto to exercise any right,
---------
power or remedy provided under this agreement or otherwise available at law or
in equity, or to insist upon compliance by any other party with its obligations
under this agreement, and any custom or practice of the parties at variance with
the terms of this agreement, shall not constitute a waiver by that party of its
right to exercise any such or other right, power or remedy or to demand such
compliance.
(j) No Third Party Beneficiaries. This agreement is not intended to
----------------------------
be for the benefit of, and shall not be enforceable by, any person or entity who
or which is not a party hereto.
(k) Governing Law. This agreement shall be governed and construed in
-------------
accordance with the laws of the State of Delaware, without giving effect to the
principles of conflicts of law thereof.
(l) Jurisdiction. The courts of the State of Delaware and the United
------------
States District Court for the Southern District of New York shall have
jurisdiction over the parties with respect to any dispute or controversy among
them arising under or in connection with this agreement and, by execution and
delivery of this agreement, each of the parties to this agreement submits to the
jurisdiction of those courts, including, but not limited to, the in personam and
-----------
subject matter jurisdiction of those courts, waives any objection to such
jurisdiction on the grounds of venue or forum non conveniens, the absence of in
----- --- ---------- --
personam or subject matter jurisdiction and any similar grounds, consents to
- --------
service of process by mail (in accordance with section 8(e)) or any other manner
permitted by law, and irrevocably agrees to be bound by any judgment rendered
thereby in connection with this agreement. These consents to jurisdiction shall
not be deemed to confer rights on any person other than the parties to this
agreement.
8
<PAGE>
(m) Headings. The descriptive headings in this agreement are for
--------
convenience of reference only and are not intended to be part of or to affect
the meaning or interpretation of this agreement.
VS&A COMMUNICATIONS PARTNERS II, L.P.
By: /s/ Jeffrey T. Stevenson
-----------------------------------------
Jeffrey T. Stevenson
President and General Partner
VS&A-T/SF, INC.
By: /s/ Jeffrey T. Stevenson
-----------------------------------------
Jeffrey T. Stevenson
President and General Partner
/s/ David Lloyd Jones
--------------------------------------------
David Lloyd Jones
9
<PAGE>
SCHEDULE 1
<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF SHARES BENEFICIALLY
BENEFICIALLY OWNED OWNED EXCLUDED FROM THIS
SUBJECT TO THIS AGREEMENT (INDICATING
NAME OF STOCKHOLDER AGREEMENT CAPACITY OWNED)
- ------------------- --------------- ----------------------
<S> <C> <C>
David Lloyd Jones 56,821 shares (i) 2,194 shares held by David Lloyd
as custodian for Alicia Lloyd
Jones under the Uniform Gift to
Minors Act
(ii) 2,194 shares held by David Lloyd
Jones as custodian for Melissa Lloyd
Jones
(iii) 4,641 shares held by Martha Jones,
wife of David Lloyd Jones
</TABLE>
<PAGE>
Exhibit 99.10
EXHIBIT J
STOCKHOLDER AGREEMENT
---------------------
August 15, 1997
The parties to this agreement are VS&A Communications Partners II,
L.P., a Delaware limited partnership ("Parent"), VS&A-T/SF, Inc., a Delaware
corporation and a wholly owned subsidiary of Parent (the "Sub"), and Florence
Lloyd Jones Barnett, as Trustee of the Florence Lloyd Jones Barnett Charitable
Remainder Unitrust (the "Stockholder").
Concurrently with the execution and delivery of this agreement,
Parent, the Sub, and T/SF Communications Corporation, a Delaware corporation
(the "Company"), are entering into a Stock Purchase Agreement the ("Agreement")
which provides inter alia, for the Company's cash tender offer (the "Offer") to
----- ----
purchase all of the Company's outstanding shares of common stock, par value $.10
per share ("Common Stock") at a price of $40.25 per share. As a condition to
entering into the Agreement, Parent has required that the Stockholder agree to
the terms of this agreement and, as an inducement to Parent and the Sub to enter
into the Agreement and proceed with the Offer, the Stockholder has agreed to
those terms as set forth below. Capitalized terms used end not defined in this
agreement have the meanings ascribed to them in the Agreement.
It is therefore agreed as follows:
1. Tender of Shares.
----------------
(a) Tender. Not later than the fifteenth business day after
------
commencement of the Offer pursuant to Section 1.1 of the Agreement, the
Stockholder shall validly tender (or cause the record owner of his Shares to
validly tender), in accordance with the terms of the Offer, the number of shares
of the Common Stock set forth opposite the Stockholder's name on Schedule I to
this agreement, all of which are beneficially owned by the Stockholder, together
with any additional shares of the Common Stock that the Stockholder acquires
record or beneficial ownership of after execution of this agreement except for
additional shares acquired in any capacity excepted from this agreement pursuant
to Schedule I.
(b) Authorization to Disclose. The Stockholder authorizes the
-------------------------
Company, Parent and the Sub to publish and disclose in the documents relating to
the Offer the Stockholder's identity and ownership of the Company's common stock
and the nature of the Stockholder's commitments, arrangements and understandings
under this agreement.
(c) Conditions. The Stockholder acknowledges that the Company's
----------
obligation to accept and pay for the Shares in the Offer, including the Shares
owned of record or beneficially by the Stockholder, is subject to the term and
conditions of the Offer.
<PAGE>
2. The Stockholder's Responsibilities with Respect to the Merger.
-------------------------------------------------------------
(a) Voting Agreement. The Stockholder shall, at any meeting of the
----------------
holders of Common Stock, however called, or in connection with any written
consent of the holders of Common Stock, vote (or cause to be voted) the Shares,
then held of record or beneficially owned by the Stockholder against any
Acquisition Proposal and against any action or agreement that would impede,
frustrate, prevent or nullify this agreement, or result in a breach in any
respect of any covenant, representation or warranty or any other obligation or
agreement of the Company under the Agreement or which would result in any of the
conditions set forth in Annex A to the Agreement or set forth in Article VI of
the Agreement not being fulfilled. The Stockholder shall not be required to
take any action in accordance with this provision, however, to the extent that
the Stockholder shall have been advised by counsel in writing that in the
opinion of such counsel, the taking of any such action would violate the
Stockholder's fiduciary duties to the Company's stockholders under applicable
law, either in the Stockholder's capacity as a stockholder of the Company or in
the Stockholder's capacity as a member of the Company's Board of Directors.
(b) No Solicitation. Upon execution of this agreement the Stockholder
---------------
immediately shall cease any activities, discussions or negotiations with other
parties with respect to any Acquisition Proposal and shall not, directly or
indirectly, encourage, solicit, participate in or initiate discussions or
negotiations with or provide any information to, any corporation, partnership,
person or other entity or group (other than Parent and any of its affiliates or
representatives) concerning any Acquisition Proposal, except that the
Stockholder may negotiate and participate in negotiations with any entity or
group concerning an Acquisition Proposal to the extent that the Company is
permitted to do so under section 5.4 of the Agreement. The Stockholder shall
immediately communicate to Parent the terms of any proposal, discussion,
negotiation or inquiry the Stockholder receives in his capacity as a stockholder
of the Company (and the Stockholder shall furnish to Parent copies of any
written materials received by the Stockholder in his capacity as a stockholder
of the Company, in connection with any such proposal, discussion, negotiation or
inquiry) and the identity of the party making such proposal or inquiry.
(c) No Transfer of Shares or Inconsistent Arrangements. Except as
--------------------------------------------------
contemplated by the Agreement or this agreement, the Stockholder shall not (i)
transfer (which term shall include, without limitation, any sale, gift, pledge
or other disposition), or consent to any transfer of, any or all of the Shares
in the Company held by the Stockholder of record or beneficially, (ii) enter
into any contract, option or other agreement or understanding with respect to
any transfer of any or all of those Shares or any interest therein, (iii) grant
any proxy, power-of-attorney or other authorization in or with respect to those
Shares, (iv) deposit any of those Shares into a voting trust or enter into a
voting agreement or arrangement with respect to any of those Shares, or (v) take
any other action that would in any way restrict, limit or interfere with the
performance of the Stockholder's obligations under this agreement or the
transactions contemplated by this agreement or by the Agreement. The
Stockholder shall not request that the Company register the transfer (book-entry
or otherwise) of any certificate or uncertificated interest representing any of
the Shares in the Company owned of record or beneficially by the Stockholder,
unless such transfer is made in compliance with this agreement.
(d) Company Options. If the Stockholder holds Options to acquire
---------------
shares of Company
2
<PAGE>
Common Stock, Stockholder shall, if requested by the Company, consent to the
cancellation or substitution of those options in accordance with the terms of
the Agreement and shall execute all appropriate documentation in connection with
such cancellation or substitution.
(e) Reasonable Efforts. Subject to the terms and conditions of this
------------------
agreement, each of the parties to this agreement shall use reasonable efforts to
take or cause to be taken all such action as may be necessary, proper or
advisable under applicable laws and regulations to consummate the transactions
contemplated by this agreement and the Agreement. Each party shall promptly
consult with the other and provide any necessary information and material with
respect to all filings made by Stockholder with any Governmental entity in
connection with this agreement and the Agreement and the transactions
contemplated by this agreement and the Agreement.
(f) Further Assurances. Each party shall from time to time, at the
------------------
other party's request and without further consideration, execute and deliver
such additional documents and take such further lawful action as may be
necessary or desirable to consummate, in the most expeditious manner
practicable, the transactions contemplated by this agreement.
3. Profit on Disposition of Shares Other than Pursuant to the Offer.
----------------------------------------------------------------
If prior to the time of acceptance for payment of the shares pursuant
to the Offer (a) the Company's board of directors withdraws or modifies its
approval or recommendation of the Offer or the Agreement, approves or recommends
a Superior Proposal, or enters into an agreement with respect to a Superior
Proposal, and (b) within 12 months thereafter there is a Disposition of any or
all of the shares of the Company owned by the Stockholder either pursuant to the
Superior Proposal or pursuant to a different Acquisition Proposal for which an
agreement was entered into within six months thereafter, then, promptly upon
receipt by the Stockholder of the proceeds of the Disposition, the Stockholder
shall pay to Parent an amount equal to the first $1.50 per Share of additional
consideration received in connection with the Disposition and 50% of any
additional consideration in excess of $1.50 per Share received in connection
with the Disposition (including the fair market value of any property) as
compared to the consideration that would have been received pursuant to the
Offer. If all or any portion of the consideration received in connection with
the Disposition is other than cash, payment to Parent shall be made in kind or,
at the Stockholder's election, in cash in an amount equal to the fair market
value of the consideration other than cash. As used in this provision, the term
"Disposition" means any sale, exchange or other disposition of shares, including
any disposition in connection with any tender offer, merger, consolidation or
liquidation.
4. Representations and Warranties of the Stockholder. The Stockholder
-------------------------------------------------
represents and warrants to Parent and the Sub as follows:
(a) Power; Binding Agreement. The Stockholder has the legal capacity,
------------------------
power and authority to enter into and perform all of the Stockholder's
obligations under this agreement. The execution, delivery and performance of
this agreement by the Stockholder will not violate any other agreement to which
the Stockholder is a party or by which the Stockholder is bound, including, but
not limited to, any voting agreement, proxy arrangement, pledge agreement,
shareholders agreement or voting trust. This agreement has
3
<PAGE>
been duly and validly executed and delivered by the Stockholder and constitutes
a valid and binding obligation of the Stockholder, enforceable against the
Stockholder in accordance with its terms. There is no beneficiary or holder of a
voting trust certificate or other interest of any trust of which the Stockholder
is a trustee whose consent is required for the execution and delivery of this
agreement or the consummation by the Stockholder of the transactions
contemplated by this agreement.
(b) No Conflicts. Except for filings under the HSR Act, the Exchange
------------
Act and as set forth in Section 3.4 of the Disclosure Schedule to the Agreement,
(i) no filing with, and no permit, authorization, consent or approval of, any
Governmental Entity is required for the execution and delivery of this agreement
by the Stockholder and the consummation by the Stockholder of the transactions
contemplated by this agreement and (ii) the execution, delivery and performance
of this agreement by the Stockholder will not violate any agreement or other
obligation to which the Stockholder is a party or by which the Stockholder or
any of the Stockholder's properties or assets is bound or violate any order,
writ, injunction, decree, judgment, order, statute, rule or regulation
applicable to the Stockholder or any of the Stockholder's properties or assets.
(c) Ownership of Shares. The Stockholder is the record and beneficial
-------------------
owner of the number of shares of the Common Stock subject to this agreement set
forth opposite the Stockholder's name on Schedule I to this agreement, except as
set forth on Schedule I, those shares constitute all of the shares of the Common
Stock owned of record or beneficially by the Stockholder, and upon tender of
those shares to the Company and the purchase of the shares by the Company
pursuant to the Offer, the Company shall acquire valid title to those shares,
free and clear of any claims, liens, encumbrances, proxies, voting trusts or
agreements, understandings or arrangements or any other rights (collectively,
"Encumbrances"). Subject to applicable securities laws and the terms of this
agreement, the Stockholder has sole voting power and sole power to issue
instructions with respect to the matters set forth in sections 1,2 and 3 of this
agreement, sole power of disposition, sole power of conversion, sole power to
demand appraisal rights, and sole power to agree to all of the matters set forth
in this agreement, in each case with respect to all of the shares in the Company
beneficially owned by the Stockholder, with no limitations, qualifications or
restrictions on those rights.
(d) No Encumbrance. Except as permitted by this agreement, the shares
--------------
in the Company owned by the Stockholder of record or beneficially, and the
certificates representing those shares, are now, and at all times prior to the
purchase of those shares pursuant to the Offer will be, held by the Stockholder,
or by a nominee or custodian for the benefit of the Stockholder, free and clear
of all Encumbrances except for those arising under this agreement.
(e) No Finder's Fees. Except as set forth in Section 3.18 of the
----------------
Agreement, no broker, investment banker, financial advisor or other person is
entitled to any broker's, finder's, financial adviser's or other similar fee or
commission in connection with the transactions contemplated by this agreement
based upon arrangements made by or on behalf of the Stockholder.
5. Representations and Warranties of Parent and the Sub. Parent and the
----------------------------------------------------
Sub jointly and severally represent and warrant to the Stockholder as follows:
4
<PAGE>
(a) Power: Binding Agreement. Each of Parent and the Sub has the
-------------------------
corporate power and authority to enter into and perform all of its obligations
under this agreement and the execution, delivery and performance of this
agreement by Parent and the Sub have been duly authorized by all necessary
partnership or corporate action. The execution, delivery and performance of
this agreement by each of Parent and the Sub will not violate any other
agreement to which either of them is a party or by which either of them is
bound. This agreement has been duly and validly executed and delivered by each
of Parent and the Sub and constitutes a valid and binding agreement of each of
Parent and the Sub, enforceable against each of them in accordance with its
terms.
(b) No Conflicts. Except for filings under the HSR Act and the
------------
Exchange Act, (i) no filing with, and no permit, authorization, consent or
approval of, any Governmental Entity is necessary for the execution of this
agreement by each of Parent and the Sub and the consummation by each of Parent
and the Sub of the transactions contemplated hereby and (ii) the execution,
delivery and performance of this agreement by each of Parent and the Sub will
not (A) conflict with or result in any breach of any organizational documents
applicable to either Parent or the Sub, (B) result in a violation or breach of,
or constitute (with or without notice or lapse of time or both) a default (or
give rise to any third party right of termination, cancellation, material
modification or acceleration) under, any of the terms, conditions or provisions
of any note, loan agreement, bond, mortgage, indenture, license, contract,
commitment, arrangement, understanding, agreement or other instrument or
obligation of any kind to which either Parent or the Sub is a party or by which
either Parent or the Sub or any of their respective properties or assets is
bound, or (C) violate any order, writ, injunction, decree, judgment, order,
statute, rule or regulation applicable to either Parent or the Sub or any of
their respective properties or assets.
6. Termination.
-----------
Except as provided in Section 3 of this agreement, this agreement
shall terminate upon the termination of the Agreement in accordance with its
terms. The termination of this agreement pursuant to this provision shall not
relieve any party of liability for any prior breach of its or his or her
obligations under this agreement.
5
<PAGE>
7. Definitions.
-----------
(a) Shares. Any reference in this agreement to the shares owned of
------
record or beneficially by the Stockholder shall be deemed to include shares
hereafter acquired by the Stockholder upon any stock dividend or distribution or
any change in the Company's Common Stock by reason of any split-up,
recapitalization, combination, exchange of shares or similar corporate action.
(b) Beneficial Ownership. For the purpose of this agreement,
--------------------
beneficial ownership with respect to any shares means beneficial ownership as
determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, including pursuant to any agreement, arrangement or understanding,
whether or not in writing.
(c) Agreement. Any reference to the "Agreement" refers to the
---------
Agreement executed on this date as it may hereafter be amended from time to
time.
8. Miscellaneous.
-------------
(a) Reliance by Parent. The Stockholder acknowledges that Stockholder
------------------
understands that Parent is entering into, and causing Sub to enter into, the
Agreement in reliance upon the Stockholder's execution, delivery and performance
of this agreement.
(b) Entire Agreement; No Oral Change. This agreement contains a
---------------------------------
compete statement of all of the arrangements among the parties with respect to
its subject matter, supersedes all prior agreements and understandings, written
and oral, among the parties with respect to that subject matter, and cannot be
changed or terminated except by an agreement in writing signed by all parties.
(c) Binding Agreement. This agreement and the obligations under this
-----------------
agreement shall attach to the shares owned of record and beneficially by the
Stockholder and shall be binding upon any such person or entity to which legal
or beneficial ownership of those shares shall pass, whether by operation of law
or otherwise, including, but not limited to, the Stockholder's heirs, guardians,
administrators or successors. The transferee of any shares shall remain liable
for the performance of all obligations of the transferor under this agreement.
(d) Assignment. None of the parties may assign any of its or his or
----------
her rights or delegate any of its or his or her duties under this agreement
without the prior written consent of the other parties.
(e) Notices. All notices and other communications hereunder shall be
-------
in writing and shall be deemed given if delivered personally, telecopied (which
is confirmed) or sent by an overnight courier service, such as Federal Express,
to the parties at the following addresses (or at such other address for a party
as shall be specified by like notice):
6
<PAGE>
(i) if to Parent or the Sub, to:
VS&A Communications Partners II, L.P.
350 Park Avenue
New York, New York 10022
Attn: Jeffrey T. Stevenson
President
with a copy to:
Proskauer Rose LLP
1585 Broadway
New York, New York 10036
Attn: Bertram A. Abrams, Esq.
(ii) if to the Stockholder, to:
Florence Lloyd Jones Barnett, as Trustee of the Florence
Lloyd Jones Barnett Charitable Remainder Unitrust
2619 East 37th Street
Tulsa, Oklahoma 74105
with a copy to:
Conner & Winters
2400 First Place Tower
15 East 5th Street
Tulsa, Oklahoma 74103
Attn: Robert A. Curry, Esq.
(f) Severability. Whenever possible, each provision or portion of any
------------
provision of this agreement shall be interpreted in such manner as to be
effective and valid under applicable law but if any provision or portion of any
provision of this agreement is held to be invalid, illegal or unenforceable in
any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality or unenforceability will not affect any other provision
or portion of any provision in such jurisdiction, and this agreement shall be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision or portion of any provision had never been
contained in this agreement.
(g) Specific Performance. The Stockholder acknowledges that the
--------------------
Company's business is of a special, unique and extraordinary character, and that
any default in the performance of Stockholder's obligations under sections 1
and 2 of this agreement could not be compensated for by damages. Accordingly,
if the Stockholder defaults in the performance of Stockholder's obligations
under section 1 or 2 of this agreement, Parent and the Sub shall be entitled, in
addition to any other remedies that either of them may have, to enforcement of
this agreement by a decree of specific performance requiring the Stockholder to
fulfill
7
<PAGE>
those obligations, without any bond or other security being required and without
the necessity of showing actual damages.
(h) Remedies Cumulative. All rights, powers and remedies provided
-------------------
under this agreement or otherwise available in respect hereof at law or in
equity shall be cumulative and not alternative, and the exercise of any right,
power or remedy by any party shall not preclude the simultaneous or later
exercise by that party of any other right, power or remedy.
(i) No Waiver. The failure of any party hereto to exercise any right,
---------
power or remedy provided under this agreement or otherwise available at law or
in equity, or to insist upon compliance by any other party with its obligations
under this agreement, and any custom or practice of the parties at variance with
the terms of this agreement, shall not constitute a waiver by that party of its
right to exercise any such or other right, power or remedy or to demand such
compliance.
(j) No Third Party Beneficiaries. This agreement is not intended to
----------------------------
be for the benefit of, and shall not be enforceable by, any person or entity who
or which is not a party hereto.
(k) Governing Law. This agreement shall be governed and construed in
-------------
accordance with the laws of the State of Delaware, without giving effect to the
principles of conflicts of law thereof.
(l) Jurisdiction. The courts of the State of Delaware and the United
------------
States District Court for the Southern District of New York shall have
jurisdiction over the parties with respect to any dispute or controversy among
them arising under or in connection with this agreement and, by execution and
delivery of this agreement, each of the parties to this agreement submits to the
jurisdiction of those courts, including, but not limited to, the in personam and
-----------
subject matter jurisdiction of those courts, waives any objection to such
jurisdiction on the grounds of venue or forum non conveniens, the absence of in
----- --- ---------- --
personam or subject matter jurisdiction and any similar grounds, consents to
- --------
service of process by mail (in accordance with section 8(e)) or any other manner
permitted by law, and irrevocably agrees to be bound by any judgment rendered
thereby in connection with this agreement. These consents to jurisdiction shall
not be deemed to confer rights on any person other than the parties to this
agreement.
8
<PAGE>
(m) Headings. The descriptive headings in this agreement are for
--------
convenience of reference only and are not intended to be part of or to affect
the meaning or interpretation of this agreement.
VS&A COMMUNICATIONS PARTNERS II, L.P.
By: /s/ Jeffrey T. Stevenson
----------------------------------------
Jeffrey T. Stevenson
President and General Partner
VS&A-T/SF, INC.
By: /s/ Jeffrey T. Stevenson
----------------------------------------
Jeffrey T. Stevenson
President and General Partner
FLORENCE LLOYD JONES BARNETT, AS
TRUSTEE OF THE FLORENCE LLOYD JONES
BARNETT CHARITABLE REMAINDER UNITRUST
/s/ Florence Lloyd Jones Barnett
-------------------------------------------
Florence Lloyd Jones Barnett
9
<PAGE>
SCHEDULE 1
<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF SHARES BENEFICIALLY
BENEFICIALLY OWNED OWNED EXCLUDED FROM THIS
SUBJECT TO THIS AGREEMENT (INDICATING
NAME OF STOCKHOLDER AGREEMENT CAPACITY OWNED)
- ------------------- --------------- ----------------------
<S> <C> <C>
Florence Lloyd Jones Barnett, 192,100 shares See separate Stockholder
as Trustee of the Florence Agreements for:
Lloyd Jones Barnett Charitable
Remainder Unitrust (i) Florence Lloyd Jones Barnett and
Howard G. Barnett, Jr., as Co-
trustees of the Revocable Inter Vivos
Trust of Florence Lloyd Jones
Barnett
(ii) Howard G. Barnett, Sr., and Howard
G. Barnett, Jr., as Co-
trustees of the Revocable Inter Vivos Trust of
Howard G. Barnett, Sr.
(iii) Florence Lloyd Jones Barnett and
Howard G. Barnett, Sr., as Co-
trustee s of The Florence L. J. and
Howard G. Barnett Foundation
</TABLE>
<PAGE>
Exhibit 99.11
EXHIBIT K
STOCKHOLDER AGREEMENT
---------------------
August 15, 1997
The parties to this agreement are VS&A Communications Partners II,
L.P., a Delaware limited partnership ("Parent"), VS&A-T/SF, Inc., a Delaware
corporation and a wholly owned subsidiary of Parent (the "Sub"), and Florence
Lloyd Jones Barnett and Howard G. Barnett, Sr., as Co-Trustees of The Florence
L. J. and Howard G. Barnett Foundation (the "Stockholder").
Concurrently with the execution and delivery of this agreement,
Parent, the Sub, and T/SF Communications Corporation, a Delaware corporation
(the "Company"), are entering into a Stock Purchase Agreement the ("Agreement")
which provides inter alia, for the Company's cash tender offer (the "Offer") to
----- ----
purchase all of the Company's outstanding shares of common stock, par value $.10
per share ("Common Stock") at a price of $40.25 per share. As a condition to
entering into the Agreement, Parent has required that the Stockholder agree to
the terms of this agreement and, as an inducement to Parent and the Sub to enter
into the Agreement and proceed with the Offer, the Stockholder has agreed to
those terms as set forth below. Capitalized terms used end not defined in this
agreement have the meanings ascribed to them in the Agreement.
It is therefore agreed as follows:
1. Tender of Shares.
----------------
(a) Tender. Not later than the fifteenth business day after
------
commencement of the Offer pursuant to Section 1.1 of the Agreement, the
Stockholder shall validly tender (or cause the record owner of his Shares to
validly tender), in accordance with the terms of the Offer, the number of shares
of the Common Stock set forth opposite the Stockholder's name on Schedule I to
this agreement, all of which are beneficially owned by the Stockholder, together
with any additional shares of the Common Stock that the Stockholder acquires
record or beneficial ownership of after execution of this agreement except for
additional shares acquired in any capacity excepted from this agreement pursuant
to Schedule I.
(b) Authorization to Disclose. The Stockholder authorizes the
-------------------------
Company, Parent and the Sub to publish and disclose in the documents relating to
the Offer the Stockholder's identity and ownership of the Company's common stock
and the nature of the Stockholder's commitments, arrangements and understandings
under this agreement.
(c) Conditions. The Stockholder acknowledges that the Company's
----------
obligation to accept and pay for the Shares in the Offer, including the Shares
owned of record or beneficially by the Stockholder, is subject to the term and
conditions of the Offer.
<PAGE>
2. The Stockholder's Responsibilities with Respect to the Merger.
-------------------------------------------------------------
(a) Voting Agreement. The Stockholder shall, at any meeting of the
----------------
holders of Common Stock, however called, or in connection with any written
consent of the holders of Common Stock, vote (or cause to be voted) the Shares,
then held of record or beneficially owned by the Stockholder against any
Acquisition Proposal and against any action or agreement that would impede,
frustrate, prevent or nullify this agreement, or result in a breach in any
respect of any covenant, representation or warranty or any other obligation or
agreement of the Company under the Agreement or which would result in any of the
conditions set forth in Annex A to the Agreement or set forth in Article VI of
the Agreement not being fulfilled. The Stockholder shall not be required to
take any action in accordance with this provision, however, to the extent that
the Stockholder shall have been advised by counsel in writing that in the
opinion of such counsel, the taking of any such action would violate the
Stockholder's fiduciary duties to the Company's stockholders under applicable
law, either in the Stockholder's capacity as a stockholder of the Company or in
the Stockholder's capacity as a member of the Company's Board of Directors.
(b) No Solicitation. Upon execution of this agreement the Stockholder
---------------
immediately shall cease any activities, discussions or negotiations with other
parties with respect to any Acquisition Proposal and shall not, directly or
indirectly, encourage, solicit, participate in or initiate discussions or
negotiations with or provide any information to, any corporation, partnership,
person or other entity or group (other than Parent and any of its affiliates or
representatives) concerning any Acquisition Proposal, except that the
Stockholder may negotiate and participate in negotiations with any entity or
group concerning an Acquisition Proposal to the extent that the Company is
permitted to do so under section 5.4 of the Agreement. The Stockholder shall
immediately communicate to Parent the terms of any proposal, discussion,
negotiation or inquiry the Stockholder receives in his capacity as a stockholder
of the Company (and the Stockholder shall furnish to Parent copies of any
written materials received by the Stockholder in his capacity as a stockholder
of the Company, in connection with any such proposal, discussion, negotiation or
inquiry) and the identity of the party making such proposal or inquiry.
(c) No Transfer of Shares or Inconsistent Arrangements. Except as
--------------------------------------------------
contemplated by the Agreement or this agreement, the Stockholder shall not (i)
transfer (which term shall include, without limitation, any sale, gift, pledge
or other disposition), or consent to any transfer of, any or all of the Shares
in the Company held by the Stockholder of record or beneficially, (ii) enter
into any contract, option or other agreement or understanding with respect to
any transfer of any or all of those Shares or any interest therein, (iii) grant
any proxy, power-of-attorney or other authorization in or with respect to those
Shares, (iv) deposit any of those Shares into a voting trust or enter into a
voting agreement or arrangement with respect to any of those Shares, or (v) take
any other action that would in any way restrict, limit or interfere with the
performance of the Stockholder's obligations under this agreement or the
transactions contemplated by this agreement or by the Agreement. The
Stockholder shall not request that the Company register the transfer (book-entry
or otherwise) of any certificate or uncertificated interest representing any of
the Shares in the Company owned of record or beneficially by the Stockholder,
unless such transfer is made in compliance with this agreement.
(d) Company Options. If the Stockholder holds Options to acquire
---------------
shares of Company
2
<PAGE>
Common Stock, Stockholder shall, if requested by the Company, consent to the
cancellation or substitution of those options in accordance with the terms of
the Agreement and shall execute all appropriate documentation in connection with
such cancellation or substitution.
(e) Reasonable Efforts. Subject to the terms and conditions of this
------------------
agreement, each of the parties to this agreement shall use reasonable efforts to
take or cause to be taken all such action as may be necessary, proper or
advisable under applicable laws and regulations to consummate the transactions
contemplated by this agreement and the Agreement. Each party shall promptly
consult with the other and provide any necessary information and material with
respect to all filings made by Stockholder with any Governmental entity in
connection with this agreement and the Agreement and the transactions
contemplated by this agreement and the Agreement.
(f) Further Assurances. Each party shall from time to time, at the
------------------
other party's request and without further consideration, execute and deliver
such additional documents and take such further lawful action as may be
necessary or desirable to consummate, in the most expeditious manner
practicable, the transactions contemplated by this agreement.
3. Profit on Disposition of Shares Other than Pursuant to the Offer.
----------------------------------------------------------------
If prior to the time of acceptance for payment of the shares pursuant
to the Offer (a) the Company's board of directors withdraws or modifies its
approval or recommendation of the Offer or the Agreement, approves or recommends
a Superior Proposal, or enters into an agreement with respect to a Superior
Proposal, and (b) within 12 months thereafter there is a Disposition of any or
all of the shares of the Company owned by the Stockholder either pursuant to the
Superior Proposal or pursuant to a different Acquisition Proposal for which an
agreement was entered into within six months thereafter, then, promptly upon
receipt by the Stockholder of the proceeds of the Disposition, the Stockholder
shall pay to Parent an amount equal to the first $1.50 per Share of additional
consideration received in connection with the Disposition and 50% of any
additional consideration in excess of $1.50 per Share received in connection
with the Disposition (including the fair market value of any property) as
compared to the consideration that would have been received pursuant to the
Offer. If all or any portion of the consideration received in connection with
the Disposition is other than cash, payment to Parent shall be made in kind or,
at the Stockholder's election, in cash in an amount equal to the fair market
value of the consideration other than cash. As used in this provision, the term
"Disposition" means any sale, exchange or other disposition of shares, including
any disposition in connection with any tender offer, merger, consolidation or
liquidation.
4. Representations and Warranties of the Stockholder. The Stockholder
-------------------------------------------------
represents and warrants to Parent and the Sub as follows:
(a) Power; Binding Agreement. The Stockholder has the legal capacity,
------------------------
power and authority to enter into and perform all of the Stockholder's
obligations under this agreement. The execution, delivery and performance of
this agreement by the Stockholder will not violate any other agreement to which
the Stockholder is a party or by which the Stockholder is bound, including, but
not limited to, any voting agreement, proxy arrangement, pledge agreement,
shareholders agreement or voting trust. This agreement has
3
<PAGE>
been duly and validly executed and delivered by the Stockholder and constitutes
a valid and binding obligation of the Stockholder, enforceable against the
Stockholder in accordance with its terms. There is no beneficiary or holder of a
voting trust certificate or other interest of any trust of which the Stockholder
is a trustee whose consent is required for the execution and delivery of this
agreement or the consummation by the Stockholder of the transactions
contemplated by this agreement.
(b) No Conflicts. Except for filings under the HSR Act, the Exchange
------------
Act and as set forth in Section 3.4 of the Disclosure Schedule to the Agreement,
(i) no filing with, and no permit, authorization, consent or approval of, any
Governmental Entity is required for the execution and delivery of this agreement
by the Stockholder and the consummation by the Stockholder of the transactions
contemplated by this agreement and (ii) the execution, delivery and performance
of this agreement by the Stockholder will not violate any agreement or other
obligation to which the Stockholder is a party or by which the Stockholder or
any of the Stockholder's properties or assets is bound or violate any order,
writ, injunction, decree, judgment, order, statute, rule or regulation
applicable to the Stockholder or any of the Stockholder's properties or assets.
(c) Ownership of Shares. The Stockholder is the record and beneficial
-------------------
owner of the number of shares of the Common Stock subject to this agreement set
forth opposite the Stockholder's name on Schedule I to this agreement, except as
set forth on Schedule I, those shares constitute all of the shares of the Common
Stock owned of record or beneficially by the Stockholder, and upon tender of
those shares to the Company and the purchase of the shares by the Company
pursuant to the Offer, the Company shall acquire valid title to those shares,
free and clear of any claims, liens, encumbrances, proxies, voting trusts or
agreements, understandings or arrangements or any other rights (collectively,
"Encumbrances"). Subject to applicable securities laws and the terms of this
agreement, the Stockholder has sole voting power and sole power to issue
instructions with respect to the matters set forth in sections 1,2 and 3 of this
agreement, sole power of disposition, sole power of conversion, sole power to
demand appraisal rights, and sole power to agree to all of the matters set forth
in this agreement, in each case with respect to all of the shares in the Company
beneficially owned by the Stockholder, with no limitations, qualifications or
restrictions on those rights.
(d) No Encumbrance. Except as permitted by this agreement, the shares
--------------
in the Company owned by the Stockholder of record or beneficially, and the
certificates representing those shares, are now, and at all times prior to the
purchase of those shares pursuant to the Offer will be, held by the Stockholder,
or by a nominee or custodian for the benefit of the Stockholder, free and clear
of all Encumbrances except for those arising under this agreement.
(e) No Finder's Fees. Except as set forth in Section 3.18 of the
----------------
Agreement, no broker, investment banker, financial advisor or other person is
entitled to any broker's, finder's, financial adviser's or other similar fee or
commission in connection with the transactions contemplated by this agreement
based upon arrangements made by or on behalf of the Stockholder.
5. Representations and Warranties of Parent and the Sub. Parent and the
----------------------------------------------------
Sub jointly and severally represent and warrant to the Stockholder as follows:
4
<PAGE>
(a) Power: Binding Agreement. Each of Parent and the Sub has the
-------------------------
corporate power and authority to enter into and perform all of its obligations
under this agreement and the execution, delivery and performance of this
agreement by Parent and the Sub have been duly authorized by all necessary
partnership or corporate action. The execution, delivery and performance of
this agreement by each of Parent and the Sub will not violate any other
agreement to which either of them is a party or by which either of them is
bound. This agreement has been duly and validly executed and delivered by each
of Parent and the Sub and constitutes a valid and binding agreement of each of
Parent and the Sub, enforceable against each of them in accordance with its
terms.
(b) No Conflicts. Except for filings under the HSR Act and the
------------
Exchange Act, (i) no filing with, and no permit, authorization, consent or
approval of, any Governmental Entity is necessary for the execution of this
agreement by each of Parent and the Sub and the consummation by each of Parent
and the Sub of the transactions contemplated hereby and (ii) the execution,
delivery and performance of this agreement by each of Parent and the Sub will
not (A) conflict with or result in any breach of any organizational documents
applicable to either Parent or the Sub, (B) result in a violation or breach of,
or constitute (with or without notice or lapse of time or both) a default (or
give rise to any third party right of termination, cancellation, material
modification or acceleration) under, any of the terms, conditions or provisions
of any note, loan agreement, bond, mortgage, indenture, license, contract,
commitment, arrangement, understanding, agreement or other instrument or
obligation of any kind to which either Parent or the Sub is a party or by which
either Parent or the Sub or any of their respective properties or assets is
bound, or (C) violate any order, writ, injunction, decree, judgment, order,
statute, rule or regulation applicable to either Parent or the Sub or any of
their respective properties or assets.
6. Termination.
-----------
Except as provided in Section 3 of this agreement, this agreement
shall terminate upon the termination of the Agreement in accordance with its
terms. The termination of this agreement pursuant to this provision shall not
relieve any party of liability for any prior breach of its or his or her
obligations under this agreement.
5
<PAGE>
7. Definitions.
-----------
(a) Shares. Any reference in this agreement to the shares owned of
------
record or beneficially by the Stockholder shall be deemed to include shares
hereafter acquired by the Stockholder upon any stock dividend or distribution or
any change in the Company's Common Stock by reason of any split-up,
recapitalization, combination, exchange of shares or similar corporate action.
(b) Beneficial Ownership. For the purpose of this agreement,
--------------------
beneficial ownership with respect to any shares means beneficial ownership as
determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, including pursuant to any agreement, arrangement or understanding,
whether or not in writing.
(c) Agreement. Any reference to the "Agreement" refers to the
---------
Agreement executed on this date as it may hereafter be amended from time to
time.
8. Miscellaneous.
-------------
(a) Reliance by Parent. The Stockholder acknowledges that Stockholder
------------------
understands that Parent is entering into, and causing Sub to enter into, the
Agreement in reliance upon the Stockholder's execution, delivery and performance
of this agreement.
(b) Entire Agreement; No Oral Change. This agreement contains a
---------------------------------
compete statement of all of the arrangements among the parties with respect to
its subject matter, supersedes all prior agreements and understandings, written
and oral, among the parties with respect to that subject matter, and cannot be
changed or terminated except by an agreement in writing signed by all parties.
(c) Binding Agreement. This agreement and the obligations under this
-----------------
agreement shall attach to the shares owned of record and beneficially by the
Stockholder and shall be binding upon any such person or entity to which legal
or beneficial ownership of those shares shall pass, whether by operation of law
or otherwise, including, but not limited to, the Stockholder's heirs, guardians,
administrators or successors. The transferee of any shares shall remain liable
for the performance of all obligations of the transferor under this agreement.
(d) Assignment. None of the parties may assign any of its or his or
----------
her rights or delegate any of its or his or her duties under this agreement
without the prior written consent of the other parties.
(e) Notices. All notices and other communications hereunder shall be
-------
in writing and shall be deemed given if delivered personally, telecopied (which
is confirmed) or sent by an overnight courier service, such as Federal Express,
to the parties at the following addresses (or at such other address for a party
as shall be specified by like notice):
6
<PAGE>
(i) if to Parent or the Sub, to:
VS&A Communications Partners II, L.P.
350 Park Avenue
New York, New York 10022
Attn: Jeffrey T. Stevenson
President
with a copy to:
Proskauer Rose LLP
1585 Broadway
New York, New York 10036
Attn: Bertram A. Abrams, Esq.
(ii) if to the Stockholder, to:
Florence Lloyd Jones Barnett and Howard G. Barnett, Sr.
as Co-Trustees of The Florence L. J. and Howard G.
Barnett Foundation
2619 East 37th Street
Tulsa, Oklahoma 74105
with a copy to:
Conner & Winters
2400 First Place Tower
15 East 5th Street
Tulsa, Oklahoma 74103
Attn: Robert A. Curry, Esq.
(f) Severability. Whenever possible, each provision or portion of any
------------
provision of this agreement shall be interpreted in such manner as to be
effective and valid under applicable law but if any provision or portion of any
provision of this agreement is held to be invalid, illegal or unenforceable in
any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality or unenforceability will not affect any other provision
or portion of any provision in such jurisdiction, and this agreement shall be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision or portion of any provision had never been
contained in this agreement.
(g) Specific Performance. The Stockholder acknowledges that the
--------------------
Company's business is of a special, unique and extraordinary character, and that
any default in the performance of Stockholder's obligations under sections 1
and 2 of this agreement could not be compensated for by damages. Accordingly,
if the Stockholder defaults in the performance of Stockholder's obligations
under section 1 or 2 of this agreement, Parent and the Sub shall be entitled, in
addition to any other remedies that either of them may
7
<PAGE>
have, to enforcement of this agreement by a decree of specific performance
requiring the Stockholder to fulfill those obligations, without any bond or
other security being required and without the necessity of showing actual
damages.
(h) Remedies Cumulative. All rights, powers and remedies provided
-------------------
under this agreement or otherwise available in respect hereof at law or in
equity shall be cumulative and not alternative, and the exercise of any right,
power or remedy by any party shall not preclude the simultaneous or later
exercise by that party of any other right, power or remedy.
(i) No Waiver. The failure of any party hereto to exercise any right,
---------
power or remedy provided under this agreement or otherwise available at law or
in equity, or to insist upon compliance by any other party with its obligations
under this agreement, and any custom or practice of the parties at variance with
the terms of this agreement, shall not constitute a waiver by that party of its
right to exercise any such or other right, power or remedy or to demand such
compliance.
(j) No Third Party Beneficiaries. This agreement is not intended to
----------------------------
be for the benefit of, and shall not be enforceable by, any person or entity who
or which is not a party hereto.
(k) Governing Law. This agreement shall be governed and construed in
-------------
accordance with the laws of the State of Delaware, without giving effect to the
principles of conflicts of law thereof.
(l) Jurisdiction. The courts of the State of Delaware and the United
------------
States District Court for the Southern District of New York shall have
jurisdiction over the parties with respect to any dispute or controversy among
them arising under or in connection with this agreement and, by execution and
delivery of this agreement, each of the parties to this agreement submits to the
jurisdiction of those courts, including, but not limited to, the in personam and
-----------
subject matter jurisdiction of those courts, waives any objection to such
jurisdiction on the grounds of venue or forum non conveniens, the absence of in
----- --- ---------- --
personam or subject matter jurisdiction and any similar grounds, consents to
- --------
service of process by mail (in accordance with section 8(e)) or any other manner
permitted by law, and irrevocably agrees to be bound by any judgment rendered
thereby in connection with this agreement. These consents to jurisdiction shall
not be deemed to confer rights on any person other than the parties to this
agreement.
8
<PAGE>
(m) Headings. The descriptive headings in this agreement are for
--------
convenience of reference only and are not intended to be part of or to affect
the meaning or interpretation of this agreement.
VS&A COMMUNICATIONS PARTNERS II, L.P.
By: /s/ Jeffrey T. Stevenson
------------------------------------------------
Jeffrey T. Stevenson
President and General Partner
VS&A-T/SF, INC.
By: /s/ Jeffrey T. Stevenson
------------------------------------------------
Jeffrey T. Stevenson
President and General Partner
FLORENCE LLOYD JONES BARNETT AND
HOWARD G. BARNETT, SR. AS CO-TRUSTEES
OF THE FLORENCE L. J. AND HOWARD G.
BARNETT FOUNDATION
/s/ Florence Lloyd Jones Barnett
----------------------------------------------------
Florence Lloyd Jones Barnett
/s/ Howard G. Barnett, Sr.
----------------------------------------------------
Howard G. Barnett, Sr.
9
<PAGE>
SCHEDULE 1
<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF SHARES BENEFICIALLY
BENEFICIALLY OWNED OWNED EXCLUDED FROM THIS
SUBJECT TO THIS AGREEMENT (INDICATING
NAME OF STOCKHOLDER AGREEMENT CAPACITY OWNED)
- ------------------- -------------- ---------------------
<S> <C> <C>
Florence Lloyd Jones Barnett 50,000 See separate Stockholder
and Howard G. Barnett, Sr., as Agreements for:
Co-trustees of The Florence L.
J. and Howard G. Barnett (i) Florence Lloyd Jones Barnett and
Foundation Howard G. Barnett, Jr., as Co-
trustees of the Revocable Inter Vivos
Trust of Florence Lloyd Jones
Barnett
(ii) Howard G. Barnett, Sr., and
Howard G. Barnett, Jr., as Co- trustees of the
Revocable Inter Vivos Trust of
Howard G. Barnett, Sr.
(iii) Florence Lloyd Jones Barnett, as
Trustee of the Florence Lloyd Jones
Barnett Charitable Remainder
Unitrust
</TABLE>
