<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ____)*
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
JULY 1, 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
1 NAME OF REPORTING PERSON
HOWARD G. BARNETT, JR.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
NOT APPLICABLE
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
292,319
SHARES --------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 418,649
--------------------------------------------------------------
EACH
9 SOLE DISPOSITIVE POWER
REPORTING
279,857
PERSON --------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
418,649
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
710,968
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
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
1 NAME OF REPORTING PERSON
ROBERT E. CRAINE, JR.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
NOT APPLICABLE
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
94,654
SHARES --------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
--------------------------------------------------------------
EACH
9 SOLE DISPOSITIVE POWER
REPORTING
89,834
PERSON --------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
94,853
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
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
1 NAME OF REPORTING PERSON
J. GARY MOURTON
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
NOT APPLICABLE
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
96,978
SHARES --------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
--------------------------------------------------------------
EACH
9 SOLE DISPOSITIVE POWER
REPORTING
91,527
PERSON --------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
97,184
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
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
1 NAME OF REPORTING PERSON
STUART P. HONEYBONE
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
NOT APPLICABLE
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED KINGDOM
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
31,346
SHARES --------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
--------------------------------------------------------------
EACH
9 SOLE DISPOSITIVE POWER
REPORTING
31,346
PERSON --------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,569
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
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
1 NAME OF REPORTING PERSON
BILLIE T. BARNETT
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
NOT APPLICABLE
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
26,602
SHARES --------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
--------------------------------------------------------------
EACH
9 SOLE DISPOSITIVE POWER
REPORTING
26,602
PERSON --------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,602
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
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
1 NAME OF REPORTING PERSON
HOWARD G. BARNETT, SR.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
NOT APPLICABLE
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 52,510
--------------------------------------------------------------
EACH
9 SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON --------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
52,510
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
52,510
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
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
1 NAME OF REPORTING PERSON
FLORENCE LLOYD JONES BARNETT
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
NOT APPLICABLE
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
192,100
SHARES --------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 466,139
--------------------------------------------------------------
EACH
9 SOLE DISPOSITIVE POWER
REPORTING
192,100
PERSON --------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
466,139
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
658,239
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
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
1 NAME OF REPORTING PERSON
JENKIN LLOYD JONES
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
NOT APPLICABLE
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
9,475
SHARES --------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 22,634
--------------------------------------------------------------
EACH
9 SOLE DISPOSITIVE POWER
REPORTING
9,475
PERSON --------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
22,634
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,109
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
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
1 NAME OF REPORTING PERSON
JENKIN LLOYD JONES JR.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
NOT APPLICABLE
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 131,963
--------------------------------------------------------------
EACH
9 SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON --------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
131,963
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
131,994
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
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
1 NAME OF REPORTING PERSON
DAVID LLOYD JONES
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
NOT APPLICABLE
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
61,209
SHARES --------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
--------------------------------------------------------------
EACH
9 SOLE DISPOSITIVE POWER
REPORTING
61,209
PERSON --------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,209
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
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
1 NAME OF REPORTING PERSON
ROBERT J. SWAB
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
NOT APPLICABLE
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
71,246
SHARES --------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
--------------------------------------------------------------
EACH
9 SOLE DISPOSITIVE POWER
REPORTING
71,246
PERSON --------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
71,246
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
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
1 NAME OF REPORTING PERSON
MARTIN A. VAUGHAN
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
NOT APPLICABLE
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
53,024
SHARES --------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
--------------------------------------------------------------
EACH
9 SOLE DISPOSITIVE POWER
REPORTING
53,024
PERSON --------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,024
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
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
ITEM 1. SECURITY AND ISSUER
---------------------------
This Schedule 13D relates to the common stock, par value $.10 per share
("Common Stock"), of T/SF Communications Corporation, a Delaware corporation
("T/SF"). The principal executive offices of T/SF are located at 2407 East
Skelly Drive, Tulsa, Oklahoma 74105.
ITEM 2. IDENTITY AND BACKGROUND
-------------------------------
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 hereto, 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 Reporting Persons may be deemed to be members of a "group" because the
Reporting Persons and/or their affiliates are parties to the Stockholders
Agreement (as defined in Item 4 below). In addition, the Reporting Persons may
be deemed to be members of a "group" with one or more of the Fir Tree
Stockholders (as defined in Item 4 below) because the Fir Tree Stockholders are
also parties to the Stockholders Agreement. A Schedule 13D has been filed by
Fir Tree Partners with respect to the ownership of Common Stock by certain of
the Fir Tree Stockholders and has been amended on account of, among other
things, the Stockholders Agreement and the Preferred Stock Purchase Agreement
(as defined in Item 4 below). Such Schedule 13D, as heretofore or hereafter
amended, is herein referred to as the "Fir Tree Schedule 13D." Reference is
made to the Fir Tree Schedule 13D for information regarding the Fir Tree
Stockholders. Each 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, 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.
<PAGE>
SCHEDULE 13D
CUSIP No. 872857107 Page 15
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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
---------------------------------------------------------
This Schedule 13D is being filed by the Reporting Persons as a result of
the matters described in Item 4 below and does not relate to the purchase of any
shares of Common Stock. Accordingly, the disclosures required by this Item 3
are not made by the Reporting Persons in this Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION
------------------------------
On July 1, 1997, T/SF announced its intent to make a cash tender offer for
up to 2,050,000 shares of Common Stock (the "Tender Offer"). As announced, the
Tender Offer was expected to be commenced within four to eight weeks of such
announcement and was expected to be made at a price of $37.00 net per share or a
total cost of $75,850,000 if fully subscribed. Immediately prior to the
announcement of the Tender Offer, T/SF entered into (i) a Stockholders Agreement
with Fir Tree Value Fund, L.P., Fir Tree Institutional Value Fund, L.P., Fir
Tree Value Partners LDC, Tensing, L.L.C. and the Reporting Persons and/or their
affiliates (the "Stockholders Agreement"), and (ii) a Preferred Stock Purchase
Agreement with Tensing, L.L.C., Fir Tree, Inc. and Jeffrey Tannenbaum (the
"Preferred Stock Purchase Agreement"). The Stockholders Agreement and the
Preferred Stock Purchase Agreement are summarized below and are attached hereto
as Exhibits C and D, respectively, and incorporated herein by this reference.
The parties to the Stockholders Agreement (other than T/SF, the Reporting
Persons and affiliates of the Reporting Persons) and the Preferred Stock
Purchase Agreement (other than T/SF) are herein collectively referred to as the
"Fir Tree Stockholders."
Some or all of the Reporting Persons, their affiliates and the Fir Tree
Stockholders may tender some or all of their respective shares of Common Stock
pursuant to the Tender Offer. It is anticipated that, if the Tender Offer is
consummated, almost all of the Common Stock will be held by T/SF management,
related persons and the Fir Tree Stockholders. In addition, it is anticipated
that, if consummated, the Tender Offer 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
Securities Exchange Act of 1934, as amended, (iii) a change in the composition
of the present board of directors of T/SF pursuant to the terms of the
Stockholders Agreement, and (iv) a change in the capitalization of T/SF pursuant
to the Tender Offer itself and pursuant to the Preferred Stock Purchase
Agreement.
The Stockholders Agreement will only become effective in the event (i) the
transactions contemplated by the Preferred Stock Purchase Agreement (discussed
below) are consummated (which transactions are conditioned upon, among other
things, the tender of a certain number of shares of Common Stock pursuant to the
Tender Offer) and (ii) at the time of such consummation, the Fir Tree
Stockholders and certain members of T/SF management continue to hold a certain
number of shares of Common Stock. Once effective, the Stockholders Agreement
will, among other things: (i) place certain restrictions on transfers of shares
of capital stock of T/SF ("Capital Stock"), (ii) grant each of the parties
thereto certain rights of first refusal in connection with certain transfers of
shares of Capital Stock, (iii) grant each of the parties thereto (other than
T/SF) tag along rights and drag along rights in connection with certain
transfers of shares of Capital Stock, and preemptive rights with respect to
<PAGE>
SCHEDULE 13D
CUSIP No. 872857107 Page 16
certain issuances of Capital Stock, (iv) permit Howard G. Barnett, Jr.
(currently Chairman, President and Chief Executive Officer of T/SF) to designate
three members of a five-member board of directors of T/SF, (v) permit the Fir
Tree Stockholders to designate the remaining two members of the board of
directors of T/SF, (vi) require that certain actions be approved by all members
of the board of directors of T/SF, (vii) limit the acquisition of Capital Stock
by the Fir Tree Stockholders from T/SF stockholders who are not parties to the
Stockholders Agreement to no more than 50,000 shares of Common Stock, and (viii)
provide for the payment of certain fees to the Fir Tree Stockholders.
Once effective, the Stockholders Agreement will also provide that (i) at
any time after the fifth anniversary of its effectiveness, the Fir Tree
Stockholders may cause T/SF to initiate a process for the orderly sale of T/SF,
and (ii) at any time after the first anniversary of the date on which Howard G.
Barnett, Jr. ceases to be T/SF's chief executive officer, either the Fir Tree
Stockholders or the Reporting Persons and their affiliates may initiate such a
process. In any event, if such a sale process is not concluded within one year
after its initiation, the Stockholders Agreement will provide that the Fir Tree
Stockholders may designate a simple majority of the board of directors of T/SF.
Pursuant to the Preferred Stock Purchase Agreement and as part of the
financing of the Tender Offer, it is contemplated that T/SF will issue 150,000
shares of 9% Convertible Preferred Stock, par value $10.00 per share ("Preferred
Stock"), to certain of the Fir Tree Stockholders for a cash payment in the
amount of $5,500,000. The sale of such Preferred Stock is conditioned upon,
among other things, the receipt of tenders for no less than 1,700,000 shares of
Common Stock (exclusive of certain shares held by certain members of T/SF
management) pursuant to the Tender Offer and the non-occurrence of a tender or
exchange offer for all or a portion of the shares of Common Stock or the
acquisition of more than 15% of the shares of Common Stock by any person that is
not a party to the Stockholders Agreement. Pursuant to the Preferred Stock
Purchase Agreement, the Fir Tree Stockholders have agreed, among other things,
not to acquire any additional Capital Stock, not to solicit proxies from any of
the current stockholders of T/SF and not to seek to control the management or
the board of directors of T/SF until consummation of the Tender Offer or
termination of the Preferred Stock Purchase Agreement.
The parties to the Preferred Stock Purchase Agreement further agreed that
they shall each use commercially reasonable efforts to obtain, on or before July
31, 1997, a mutually acceptable term sheet from a mutually acceptable financial
institution for the financing of the Tender Offer. If such a term sheet is not
obtained by such date, T/SF may prepare a list of parameters for a high yield
debt offering to finance the Tender Offer. If such list of parameters has not
been prepared on or before August 8, 1997, the Fir Tree Stockholders may
terminate the Preferred Stock Purchase Agreement. T/SF may also terminate the
Preferred Stock Purchase Agreement if the list of parameters for such high yield
debt offering has not been accepted by the Fir Tree Stockholders or T/SF decides
not to pursue such high yield debt offering. Also, T/SF may terminate the
Preferred Stock Purchase Agreement in the event the parties have not agreed upon
the terms and conditions of employment agreements for certain members of T/SF's
key management on or before July 31, 1997, and the Fir Tree Stockholders may
terminate the Preferred Stock Purchase Agreement if the board of directors of
T/SF, despite the Fir Tree Stockholders' objections, approves such terms and
conditions on or before such date.
The foregoing summary of the provisions of the Stockholders Agreement and
the Preferred Stock Purchase Agreement do not purport to be complete. Reference
is made to the provisions of, and such summary is qualified in its entirety by
reference to, the Stockholders Agreement and the Preferred Stock Purchase
Agreement, copies of which are attached hereto as Exhibits C and D,
respectively.
<PAGE>
SCHEDULE 13D
CUSIP No. 872857107 Page 17
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
--------------------------------------------
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 20.8%
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%
Howard G. Barnett, Sr. (8) 52,510 1.6%
Florence Lloyd Jones Barnett (9) 658,239 19.9%
Jenkin Lloyd Jones (10) 32,109 1.0%
Jenkin Lloyd Jones Jr. (11) 131,994 4.0%
David Lloyd Jones (12) 61,209 1.7%
Robert J. Swab 71,246 2.2%
Martin A. Vaughan (13) 53,024 1.6%
Total of all such persons 1,529,565 43.0%
</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 may be
deemed to share voting power for all of the shares identified above which
are subject to the Stockholders Agreement and the shares held by the Fir
Tree Stockholders based on the provisions of the Stockholders Agreement
regarding the voting of such shares. It is anticipated that some of these
shares will be tendered and sold to T/SF pursuant to the Tender Offer and,
therefore, will not be subject to the Stockholders Agreement. See the Fir
Tree Schedule 13D for information regarding the number of shares held by
the Fir Tree Stockholders.
(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 June 30, 1997, 3,305,946 shares of Common Stock were
outstanding.
<PAGE>
SCHEDULE 13D
CUSIP No. 872857107 Page 18
(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 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 the Stockholders 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.
(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). Such
Foundation is not a party to the Stockholders Agreement. 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
<PAGE>
SCHEDULE 13D
CUSIP No. 872857107 Page 19
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). Such Foundation is not a party to the Stockholders Agreement.
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 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 the Stockholders 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 the Stockholders 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 Alica 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 the Stockholders 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. 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
Vaughn).
<PAGE>
SCHEDULE 13D
CUSIP No. 872857107 Page 20
The transactions in T/SF's securities within the past 60 days by certain of
the Reporting Persons are listed in Exhibit B attached hereto and incorporated
herein by this reference. See the Fir Tree Schedule 13D for recent transactions
in T/SF's securities by certain of the Fir Tree Stockholders.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
--------------------------------------------------
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
------------------------------------------------------
The information regarding the Stockholders Agreement and the Preferred
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:
Exhibit A - Reporting Persons and Related Person
Exhibit B - Transactions in Common Stock within the past 60 days
Exhibit C - Stockholders Agreement dated as of July 1, 1997, among T/SF
Communications Corporation; Fir Tree Value Fund, L.P.; Fir
Tree Institutional Value Fund, L.P.; Fir Tree Value Partners
LDC; Tensing, L.L.C.; Howard G. Barnett, Jr.; Howard G.
Barnett and Howard G. Barnett, Jr., Trustees UA June 22, 1976,
FBO Howard G. Barnett Revocable Inter Vivos Trust; Howard G.
Barnett, Jr. and Florence Lloyd Jones Barnett, Trustees UA
June 22, 1996, Florence Lloyd Jones Barnett Revocable Inter
Vivos Trust; Robert E. Craine, Jr.; J. Gary Mourton; Stuart P.
Honeybone; Billie T. Barnett; Florence Lloyd Jones Barnett,
Trustee UA March 18, 1996, Florence Lloyd Jones Barnett
Charitable Remainder Unitrust; Jenkin Lloyd Jones, Trustee UA
September 25, 1972, Jenkin Lloyd Jones Revocable Inter Vivos
Trust; Jenkin Lloyd Jones Jr. and Carol B. Jones, Trustees UA
July 3, 1985, Jenkin Lloyd Jones Jr. Revocable Inter Vivos
Trust; David Lloyd Jones; Robert J. Swab; Martin A. Vaughan;
Midwest Resources, Inc.; and Maverick Exploration, Inc.
Exhibit D - Preferred Stock Purchase Agreement dated as of July 1, 1997,
among T/SF Communications Corporation, Tensing, L.L.C., Fir
Tree, Inc. and Jeffrey Tannenbaum
Exhibit E - 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
<PAGE>
SCHEDULE 13D
CUSIP No. 872857107 Page 21
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: July 11, 1997
/s/ 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
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. Vaughn*
- ----------------------- -----------------
Howard G. Barnett, Sr. Martin A. Vaughn
*By: /s/ Howard G. Barnett, Jr.
---------------------------
Howard G. Barnett, Jr.
Attorney-in-Fact
<PAGE>
EXHIBIT A
REPORTING PERSONS AND RELATED PERSON
------------------------------------
I. Reporting Persons
A. Name: Howard G. Barnett, Jr.
Address: 2407 E. Skelly Drive
Tulsa, Oklahoma 74105
Principal Occupation: Chairman, President and
Chief Executive Officer of T/SF
Citizenship: United States of America
B. Name: Robert E. Craine, Jr.
Address: 2407 E. Skelly Drive
Tulsa, Oklahoma 74105
Principal Occupation: Executive Vice President of T/SF
Citizenship: United States of America
C. Name: J. Gary Mourton
Address: 2407 E. Skelly Drive
Tulsa, Oklahoma 74105
Principal Occupation: Senior Vice President, Finance of T/SF
Citizenship: United States of America
D. Name: Stuart P. Honeybone
Address: 2407 E. Skelly Drive
Tulsa, Oklahoma 74105
Principal Occupation: Vice President of T/SF
Citizenship: United Kingdom
E. Name: Billie T. Barnett
Address: 6742 S. Evanston
Tulsa, Oklahoma 74136
Principal Occupation: Engaged in personal investments
Citizenship: United States of America
F. Name: Howard G. Barnett, Sr.
Address: 2619 E. 37th Street
Tulsa, Oklahoma 74105
Principal Occupation: Retired
Citizenship: United States of America
G. Name: Florence Lloyd Jones Barnett
Address: 2619 E. 37th Street
Tulsa, Oklahoma 74105
Principal Occupation: Retired
Citizenship: United States of America
A-1
<PAGE>
H. Name: Jenkin Lloyd Jones
Address: 6683 S. Jamestown Place
Tulsa, Oklahoma 74136
Principal Occupation: Retired
Citizenship: United States of America
I. Name: Jenkin Lloyd Jones Jr.
Address: 6447 S. Louisville Avenue
Tulsa, Oklahoma 74136
Principal Occupation: Freelance writer
Citizenship: United States of America
J. Name: David Lloyd Jones
Address: 5800 S. Lewis
Tulsa, Oklahoma 74105
Principal Occupation: Owner/Manager of a bookstore
Citizenship: United States of America
K. Name: Robert J. Swab
Address: 2407 E. Skelly Drive
Tulsa, Oklahoma 74105
Principal Occupation: Engaged in personal investments
Citizenship: United States of America
L. Name: Martin A. Vaughan
Address: 2405 E. Skelly Drive
Tulsa, Oklahoma 74105
Principal Occupation: Chairman, President and Chief Executive Officer
of Midwest Energy Corporation and Midwest
Energy Companies, Inc. (both of which are oil
and gas exploration companies)
Citizenship: United States of America
II. Related Person
Jenkin Lloyd Jones Jr. shares voting and dispositive power with respect to
109,329 shares of Common Stock with his wife Carol B. Jones. The following
information is provided with respect to Mrs. Jones:
Name: Carol B. Jones
Address: 6447 S. Louisville Avenue
Tulsa, Oklahoma 74136
Principal Occupation: Engaged in personal investments
Citizenship: United States of America
A-2
<PAGE>
EXHIBIT B
TRANSACTIONS IN COMMON STOCK
WITHIN THE PAST 60 DAYS
-----------------------
<TABLE>
<CAPTION>
Number of
Shares of Average
Reporting Person Transaction Date Common Stock Price Per Share Total
---------------- ----------- ---- ------------ --------------- -----
<S> <C> <C> <C> <C> <C>
Jenkin Lloyd Jones Gift 05/27/97 6,350 n/a n/a
Florence Lloyd Jones
Barnett Gift 05/27/97 50,000 n/a n/a
Robert J. Swab Sold* 07/07/97 33,700 $36.125 $1,217,412.50
Robert J. Swab Sold* 07/08/97 11,300 $36.125 $ 408,212.50
</TABLE>
- ---------------
*Open market transactions.
<PAGE>
EXHIBIT C
STOCKHOLDERS AGREEMENT
This Stockholders Agreement is made and entered into as of the 1st day of
July, 1997, by and among the Management Stockholders (as hereinafter defined),
the Fir Tree Stockholders (as hereinafter defined), and T/SF Communications
Corporation, a Delaware corporation (the "Company").
RECITALS:
A. The Management Stockholders and the Fir Tree Stockholders
(collectively, the "Stockholders") will, when this Agreement becomes effective
pursuant to Section 4.1 hereof, own a majority of the issued and outstanding
shares of capital stock of the Company.
B. The Stockholders desire to enter into this Agreement in order to
provide for the continuity of ownership and operation of the Company.
C. Pursuant to the Preferred Stock Purchase Agreement, of even date
herewith, between certain of the Fir Tree Stockholders and the Company (the
"Stock Purchase Agreement"), such Fir Tree Stockholders have agreed to purchase,
in the aggregate, 150,000 shares of the Company's 9% Convertible Preferred Stock
on the terms and subject to the conditions set forth in the Stock Purchase
Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual promises
and agreements set forth herein, the Stockholders and the Company (the
"Parties") hereby agree as follows:
ARTICLE I
DEFINITIONS
1.1 Certain Definitions. As used herein, the following terms shall have
-------------------
the respective meanings indicated:
"Affiliate," with respect to any Person, means another Person that
directly or indirectly, through one or more intermediaries, controls, is
controlled by or is under common control with the first mentioned Person.
A Person shall be deemed to control another Person if such first Person
possesses directly or indirectly the power to direct, or cause the
direction of, the management and policies of the second Person, whether
through the ownership of voting securities, by contract or otherwise. The
term "Affiliate," with respect to any of the Fir Tree Stockholders,
includes any Person who has the right, power or authority to direct the
acquisition, voting or disposition of shares of Stock owned beneficially or
of record by such Fir Tree Stockholder, including without limitation Fir
Tree Partners and Jeffrey Tannenbaum.
<PAGE>
"Agreement" means this Stockholders Agreement, as it may be amended
from time to time.
"Barnett" means Howard G. Barnett, Jr.
"Common Stock" means the common stock of the Company, par value $0.10
per share.
"Craine" means Robert E. Craine, Jr.
"Fir Tree Stockholders" means the Persons listed on Exhibit A attached
hereto and by this reference made a part hereof.
"Management Stockholders" means the Persons listed on Exhibit B
attached hereto and by this reference made a part hereof.
"Mourton" means J. Gary Mourton.
"Person" means an individual, a corporation, an association, a
partnership, a limited liability company, an estate, a trust, or any other
entity or organization, governmental or otherwise.
"Preferred Stock" means the preferred stock of the Company, par value
$10.00 per share.
"Stock" means all shares of Common Stock and Preferred Stock, together
with any options thereon and any other shares of stock issued or issuable
with respect thereto (whether by way of a stock dividend, stock split or in
exchange for such shares or otherwise in connection with a combination of
shares, recapitalization, merger, consolidation or other corporate
reorganization).
"Transfer" means any direct or indirect offer, transfer, donation,
sale, assignment, pledge, hypothecation or other disposal or attempted
disposal of all or any portion of a security or of any rights; provided,
however, that (a) the conversion of shares of Preferred Stock into shares
of Common Stock in accordance with the terms of such Preferred Stock shall
in no event be deemed to be a "Transfer" subject to this Agreement, and (b)
the exercise of stock options and the transfer of options or shares to the
Company, and the withholding of shares by the Company, in connection with
such exercise shall in no event be deemed to be a "Transfer" subject to
this Agreement. "Transferring" and "Transferred" shall have correlative
meanings. "Transferee" means the recipient or intended recipient of a
Transfer.
1.2 Number or Percentage of Shares of Stock. Whenever any provision of
---------------------------------------
this Agreement calls for any calculation based on the number or percentage of
shares of Stock held by a Stockholder, (a) the number of shares of Stock deemed
to be held by that Stockholder shall be the total number of shares of Common
Stock then owned by that Stockholder, plus the total number of shares of Common
Stock issuable upon conversion of Preferred Stock and exercise
-2-
<PAGE>
of any options, warrants, or subscription rights then owned by that Stockholder;
and (b) the total number of shares of Stock deemed to be outstanding (in
determining percentages) shall be the total number of shares of Common Stock
then issued and outstanding, plus the total number of shares of Common Stock
issuable upon conversion of Preferred Stock and exercise of any options,
warrants, or subscription rights then outstanding.
1.3 Interpretation. Whenever the context requires, the gender of all
--------------
words used herein shall include the masculine, feminine and neuter, and the
number of all words shall include the singular and plural. As used in this
Agreement, the terms "hereof," "herein," "hereby," "hereunder" or "hereto" shall
refer to this Agreement as a whole and not to any particular Article or Section
hereof.
ARTICLE II
RESTRICTIONS ON TRANSFER;
RIGHT OF FIRST REFUSAL;
CO-SALE PROVISIONS; AND PREEMPTIVE RIGHTS
2.1 Restrictions on Transfer. Each Stockholder agrees that he or it will
------------------------
not, without the prior written consent of all of the other Stockholders, make a
Transfer of all or any portion of the Stock now owned or hereafter acquired by
him or it, except in connection with, and strictly in compliance with the
conditions of, any of the following:
(a) Transfers effected pursuant to Sections 2.2, 2.3 and 2.4 hereof,
in each case made in accordance with the procedures set forth therein;
(b) a Transfer by a Management Stockholder to another Management
Stockholder or by a Fir Tree Stockholder to another Fir Tree Stockholder;
and
(c) (i) a Transfer by a Stockholder to an Affiliate of such
Stockholder, (ii) a Transfer by a Stockholder who is a natural Person to
his or her spouse or lineal descendants, natural or adopted, or to a trust
for the benefit of the transferor Stockholder or his or her spouse or
lineal descendants, natural or adopted, and (iii) a Transfer by a
Stockholder that is a trust to the beneficiaries of such trust or by a
Stockholder that is a partnership or a limited liability company to the
partners or members thereof; provided, that, as a condition to any such
Transfer, the Transferee agrees in writing to be bound by the provisions of
this Agreement on the same basis as the transferor Stockholder.
Anything in this Agreement to the contrary notwithstanding, (x) Transferees
under any of the provisions of this Article II shall take any Stock so
Transferred subject to all provisions of this Agreement, (y) a recipient of a
Transfer permitted under Section 2.1(c) above shall be classified for purposes
of this Agreement as a Management Stockholder in the event the owner of the
Stock so Transferred was classified as a Management Stockholder or as a Fir Tree
Stockholder in the event the owner of the Stock so Transferred was classified as
a Fir Tree Stockholder, and (z) each Transfer under any of the provisions of
this Article II shall be made in compliance with applicable federal and state
securities laws, rules and regulations, or exemptions from the registration
provisions thereof.
-3-
<PAGE>
2.2 Right of First Refusal. In the event that any of the Stockholders
----------------------
receives a bona fide offer to purchase all or any portion of the Stock held by
such Stockholder, which offer may propose a direct purchase or a merger or other
business combination and may be subject to certain contingencies (a "Transaction
Offer"), from any Person (the "Offeror"), unless subject to one of the
exceptions specified in Section 2.1 above, such Stockholder (a "Transferring
Stockholder") may, subject to the provisions of Section 2.3 below, Transfer such
Stock only pursuant to and in accordance with the following provisions of this
Section 2.2:
(a) Such Transferring Stockholder shall cause the Transaction Offer to
be reduced to writing and shall notify the Company, with a copy to each of
the other Stockholders (the "Other Stockholders"), of his or its desire to
accept the Transaction Offer and otherwise comply with the provisions of
this Section 2.2 and, if applicable, Section 2.3 below (such notice, the
"Offer Notice"). In the Offer Notice, such Transferring Stockholder shall
also specify whether or not he or it desires to exercise his or its rights
under Section 2.4 below, if applicable. Any Offer Notice, once given,
shall be deemed to be an irrevocable offer to sell the Offered Shares as
provided in this Section 2.2.
(b) The following provisions establish the procedure by which the
Company and/or the Other Stockholders may elect to purchase the Stock
specified in the Offer Notice (the "Offered Shares"). Any such purchase
shall be at the same price and on the same terms as are offered by the
Offeror; provided, that, if the price set forth in an Offer Notice is
stated in consideration other than cash or cash equivalents, the Company,
acting through its Board of Directors, may determine the fair market value
of such consideration, reasonably and in good faith, and may exercise such
rights by payment of such fair market value in cash or cash equivalents.
(c) In the case of an Offer Notice given by a Management Stockholder,
the other Management Stockholders shall have the right, prior to the right
of the Company and/or the other Stockholders, to purchase (on a pro rata
--- ----
basis determined on the basis of the number of shares of Stock held by each
or on such other basis upon which a majority in interest of the Management
Stockholders may agree) all or a portion of the Offered Shares; provided,
that, if the other Management Stockholders elect to purchase less than all
of the Offered Shares, the Company and/or the Other Stockholders may agree
to purchase the balance of the Offered Shares in accordance with the
following provisions. If the other Management Stockholders elect to
exercise their right to purchase, they shall give written notice to that
effect to the Company, the Transferring Stockholder and the Other
Stockholders within 15 days after the date on which the Offer Notice was
duly received by the Management Stockholders.
(d) In the case of an Offer Notice given by a Fir Tree Stockholder,
the other Fir Tree Stockholders shall have the right, prior to the right of
the Company and/or the other Stockholders, to purchase (on a pro rata basis
--- ----
determined on the basis of the number of shares of Stock held by each or on
such other basis upon which a majority in interest of the Fir Tree
Stockholders may agree) all or a portion of the Offered Shares; provided,
that, if the other Fir Tree Stockholders elect to purchase less than all of
the Offered Shares, the Company and/or the Other Stockholders may agree to
purchase the
-4-
<PAGE>
balance of the Offered Shares in accordance with the following provisions.
If the other Fir Tree Stockholders elect to exercise their right to
purchase, they shall give written notice to that effect to the Company, the
Transferring Stockholder and the Other Stockholders within 15 days after
the date on which the Offer Notice was duly received by the Fir Tree
Stockholders.
(e) In the case of an Offer Notice given by a Management Stockholder
or a Fir Tree Stockholder with respect to which the other Management
Stockholders or the other Fir Tree Stockholders have not elected under
Section 2.2(c) or 2.2(d) above to purchase all of the Offered Shares, or in
the case of an Offer Notice given by a Stockholder other than a Management
Stockholder or a Fir Tree Stockholder, the Company shall have the right,
prior to the right of the Other Stockholders, to purchase all or a portion
of the Offered Shares available for purchase; provided, that, if the
Company elects to purchase less than all of such Offered Shares, the Other
Stockholders (or the Company as provided in Section 2.2(h) hereof) may
agree to purchase the balance of the Offered Shares in accordance with the
following provisions. If the Company elects to exercise its right to
purchase, it shall give written notice to that effect to the Transferring
Stockholder and the Other Stockholders within 30 days after the date on
which the Offer Notice was duly received by the Company.
(f) Thereafter, to the extent the Company fails to exercise its right
to purchase with respect to all of the Offered Shares available for
purchase by the Company, each Other Stockholder shall have a right to
purchase his or its "Section 2.2 Proportionate Interest" of the available
Offered Shares, being that number of the available Offered Shares
determined by multiplying the number of available Offered Shares by a
fraction, the numerator of which is the number of shares of Stock held by
such Other Stockholder and the denominator of which is the total number of
shares of Stock held by all Other Stockholders. Such right to purchase
shall be exercisable by written notice (a "Response Notice") given to the
Company within 15 days after the date on which the Other Stockholders shall
have received the written notice from the Company referred to in Section
2.2(e) hereof or, if no such notice shall have been given by the Company,
within 45 days after the date on which the Offer Notice shall have been
first received by the Other Stockholders.
(g) Each Other Stockholder that gives a Response Notice shall set
forth in such Response Notice whether or not such Other Stockholder desires
to (i) purchase his or its Section 2.2 Proportionate Interest or a
specified lesser number of the available Offered Shares, (ii) purchase, to
the extent possible, a specified number or all of the available Offered
Shares in excess of his or its Section 2.2 Proportionate Interest, and
(iii) if applicable, exercise his or its rights under Section 2.3 below
with respect to (A) his or its Section 2.3 Proportionate Interest (as
hereinafter defined) or a specified lesser number of shares of Stock and
(B) a specified number or all shares of Stock in excess of his or its
Section 2.3 Proportionate Interest, in either event to the extent possible.
In the event one or more of the Other Stockholders either do not give a
Response Notice or elect in their Response Notices to purchase less than
their respective Section 2.2 Proportionate Interests and more than one of
---
the Other Stockholders elect in their Response Notices to purchase in
excess of their respective Section 2.2 Proportionate Interests, each such
Other
-5-
<PAGE>
Stockholder that elects to purchase more than his or its Section 2.2
Proportionate Interest shall be entitled to purchase the lesser of (x) the
number of Offered Shares in excess of his or its Section 2.2 Proportionate
Interest that he or it elected to purchase in his or its Response Notice
and (y) his or its allocable portion of the number of remaining Offered
Shares available for purchase, which allocable portion shall be determined
in the same manner as his or its Section 2.2 Proportionate Interest. The
calculation set forth in the preceding sentence shall be continually
applied until the greatest number of Offered Shares possible have been
allocated to each Other Stockholder that elects to purchase in excess of
his or its Section 2.2 Proportionate Interest.
(h) Thereafter, if the Other Stockholders shall have failed to
exercise their right to purchase with respect to all of the remaining
Offered Shares, the Company may elect to purchase such remaining Offered
Shares; provided, that any such election shall be made within 10 days after
the date the Response Notices shall have been required to be given.
(i) If the Company and the Other Stockholders fail to exercise their
rights to purchase with respect to all of the Offered Shares within the
time limits set forth above, (A) the Company and the Other Stockholders
shall be deemed to have waived all of their rights to purchase under this
Section 2.2, and (B) the Transferring Stockholder shall be free to sell all
of the Offered Shares at the price and on the terms set forth in the Offer
Notice, for a period of 30 days after the end of the last time period set
forth in this Section 2.2, subject to the Transferring Stockholder's
obligation to comply with the provisions of Section 2.3 below, if
applicable.
(j) If the Company and/or the Other Stockholders exercise their rights
to purchase with respect to all of the Offered Shares within the time
limits set forth above, such purchase(s) shall be consummated as soon as is
reasonably practicable.
2.3 Tag Along Rights. Subject to the provisions of Section 2.4 below, in
----------------
the event that rights to purchase are not exercised pursuant to Section 2.2
above with respect to all of the Offered Shares, the Transferring Stockholder
may Transfer the Offered Shares only pursuant to and in accordance with the
following provisions of this Section 2.3; provided, that this Section 2.3 shall
not apply if the Offered Shares involve less than 25,000 shares of Stock in any
one transaction or series of related transactions:
(a) Each of the Other Stockholders shall have the right to participate
in the Transaction Offer on the terms and conditions stated in this Section
2.3, which right shall be exercisable in such Other Stockholder's Response
Notice.
(b) Each of the Other Stockholders shall have the right to sell a
portion of his or its Stock pursuant to the Transaction Offer which is
equal to or less than such Other Stockholder's "Section 2.3 Proportionate
Interest," being the product obtained by multiplying (i) the total number
of shares of Stock subject to the Transaction Offer by (ii) a fraction, the
numerator of which is the total number of shares of Stock held by such
Other Stockholder, and the denominator of which is the total number of
shares of Stock held by all Stockholders. To the extent one or more Other
Stockholders elect not to sell,
-6-
<PAGE>
or fail to exercise their right to sell, the full amount of Stock which
they are entitled to sell pursuant to this Section 2.3, the right to sell
shall pass to the Other Stockholders that elected to sell and the
Transferring Stockholder, on a pro rata basis determined on the basis of
--------
the number of shares of Stock held by each. In the event one or more of
the Other Stockholders either do not give a Response Notice or elect in
their Response Notices to sell less than their respective Section 2.3
Proportionate Interests and more than one of the Other Stockholders elect
---
in their Response Notices to sell in excess of their respective Section 2.3
Proportionate Interests, each such Other Stockholder that elects to sell
more than his or its Section 2.3 Proportionate Interest shall be entitled
to sell the lesser of (x) the number of shares of Stock in excess of his or
its Section 2.3 Proportionate Interest that he or it elected to sell in his
or its Response Notice and (y) his or its allocable portion of the number
of shares of Stock that he or it may sell, which allocable portion shall be
determined in the same manner as his or its Section 2.3 Proportionate
Interest. The calculation set forth in the preceding sentence shall be
continually applied until the greatest number of shares of Stock possible
have been allocated to each Other Stockholder that elects to sell in excess
of his or its Section 2.3 Proportionate Interest.
(c) Within 10 days after the last date by which rights to purchase
under Section 2.2 above were to be exercised (if at all), the Company shall
notify each participating Other Stockholder and the Transferring
Stockholder of the number of shares of Stock held by such Other Stockholder
that will be included in the sale and the date on which the Transaction
Offer will be consummated, which date shall be no later than the later of
(i) 30 days after the date by which the Company was required to notify the
Other Stockholders under this Section 2.3(c) or (ii) five days after the
date on which all governmental approvals, if any, required in connection
with the Transfer have been obtained. Each of the parties to the
Transaction Offer shall use his or its best efforts to obtain any such
governmental approval as promptly as is practicable.
(d) Each participating Other Stockholder may effect his or its
participation in any Transaction Offer hereunder by delivery to the
Offeror, or to the Transferring Stockholder for delivery to the Offeror, of
one or more instruments or certificates, properly endorsed for transfer,
representing the Stock he or it elects to sell therein. At the time of
consummation of the Transaction Offer, the Offeror shall remit directly to
each Stockholder that portion of the sale proceeds to which each
Stockholder is entitled by reason of his or its participation therein (less
any adjustments due to the conversion of any convertible securities or the
exercise of any derivative securities). In no event shall any
participating Other Stockholder be required to make any representations or
warranties or provide any indemnities in connection with his or its
participation in a Transaction Offer except those directly relating to the
ownership of the Stock to be Transferred by such Stockholder.
(e) Prior to its receipt of any Transfer under the provisions of this
Section 2.3 and as a condition precedent to any such Transfer, the Offeror
shall agree in writing to be bound by the provisions of this Agreement on
the same basis as the transferor Stockholder(s). In the event that the
Transaction Offer is not consummated within the period required by Section
2.3(c) above or the Offeror fails timely to remit to each
-7-
<PAGE>
Stockholder his or its portion of the sale proceeds, the Transaction Offer
shall be deemed to lapse, and any Transfers of Stock pursuant to such
Transaction Offer shall be deemed to be in violation of the provisions of
this Agreement unless the Transferring Stockholder once again complies with
the provisions of Section 2.2 hereof and this Section 2.3, if applicable,
with respect to such Transaction Offer.
2.4 Drag Along Right.
----------------
(a) One or more Transferring Stockholders holding more than one-half
of the Stock may, by notice given to the Other Stockholders, cause the
Other Stockholders to sell all of their Stock to the Offeror at the same
purchase price and on the same terms, except as set forth in this Section
2.4, if: (i) the Offeror offered to purchase all such Stock in the
applicable Transaction Offer, (ii) the rights to purchase procedure set
forth in Section 2.2 above was followed with respect to such Transaction
Offer and such rights were not exercised in full, and (iii) the Offer
Notice(s) stated that the Transferring Stockholder(s) intended to pursue
the rights of such Transferring Stockholder(s) under this Section 2.4. In
such event, the Other Stockholders agree to sell their Stock to the Offeror
at such purchase price and on such terms; provided, however, that the
obligation of the Fir Tree Stockholders to participate in such transaction
shall be conditioned upon (x) the Offeror not being an Affiliate of any
Management Stockholder, (y) the consideration for the Stock being all cash
and/or securities of an issuer with a market capitalization of
$1,000,000,000 or more that are either listed on a national securities
exchange or traded on the NASDAQ National Market System where the
securities received by the Stockholders (I) do not exceed 20% of the total
trading volume of such securities over the 45-day period prior to such
receipt and (II) are freely tradeable (except to the extent they are
subject to Rule 145 under the Securities Act of 1933, as amended), and (z)
the Company's receipt of a fairness opinion with respect to such
transaction from an independent investment banking firm of national
standing that is mutually acceptable to the holders of a majority in
interest of both the Fir Tree Stockholders and the Management Stockholders.
Any such sale must take place within the later of (x) 30 days after the
last date on which the Company or the Other Stockholders could have
exercised rights to purchase under Section 2.2 above or (y) five days after
the date on which all governmental approvals, if any, required in
connection with the Transfer have been obtained. Each of the parties to
the Transaction Offer shall use his or its best efforts to obtain any such
governmental approval as promptly as is practicable.
(b) Each Other Stockholder shall effect his or its participation in
any Transaction Offer under this Section 2.4 by delivery to the Offeror, or
to the Transferring Stockholder(s) for delivery to the Offeror, of one or
more instruments or certificates, properly endorsed for transfer,
representing all of such Other Stockholder's Stock. At the time of
consummation of the Transaction Offer, the Offeror shall remit directly to
each Stockholder that portion of the sale proceeds to which that
Stockholder is entitled by reason of his or its participation therein (less
any adjustments due to the conversion of any convertible securities or the
exercise of any derivative securities). In no event shall any Other
Stockholder be required to make any representations or warranties or
provide any indemnities in connection with his or its participation in a
Transaction Offer
-8-
<PAGE>
except those directly relating to the ownership of the Stock to be
Transferred by such Stockholder.
(c) In the event that the Transaction Offer is not consummated within
the period required by Section 2.4(a) above or the Offeror fails timely to
remit to each Stockholder his or its portion of the sale proceeds, the
Transaction Offer shall be deemed to lapse, and any Transfers of Stock
pursuant to such Transaction Offer shall be deemed to be in violation of
the provisions of this Agreement unless the Transferring Stockholder(s)
once again complies with the provisions of Sections 2.2 and 2.3 hereof and
this Section 2.4 with respect to such Transaction Offer.
2.5 Prohibited Transfers. If any Transfer is made or attempted contrary
--------------------
to the provisions of this Agreement (a) such purported Transfer shall be void ab
--
initio; (b) the Company and the other Stockholders shall have, in addition to
- ------
any other legal or equitable remedies which they may have, the right to enforce
the provisions of this Agreement by actions for specific performance (to the
extent permitted by law); and (c) the Company shall have the right to refuse to
recognize any Transferee as one of its stockholders for any purpose. Without
limitation on the foregoing, each of the Stockholders further agrees that the
provisions of Section 5.7 hereof shall apply in the event of any violation or
threatened violation of this Article II.
2.6 Preemptive Rights.
-----------------
(a) Except with respect to the issuance of Stock pursuant to the
events described in Section 2.6(d) below, not less than 30 nor more than
120 days prior to any issuance (whether or not for consideration) or sale
by the Company of any Stock, the Company shall notify each Stockholder
thereof in writing, which notice shall specify the kind and amount of Stock
that the Company intends to issue or sell and contain a description of the
terms of the proposed issuance or sale (including the proposed issuance or
sale price, if any), and shall offer to each Stockholder the opportunity to
acquire such number of the shares of Stock as shall allow such Stockholder,
immediately following the issuance or sale of all such Stock, to be the
beneficial owner, in the aggregate, of his or its respective Proportionate
Equity Interest (as hereinafter defined). For the purposes hereof, the
term "Proportionate Equity Interest" with respect to a Stockholder shall
mean the percentage of shares of Stock held by such Stockholder immediately
prior to the issuance or sale referred to in the immediately preceding
sentence. The per share or equivalent price, if any, payable by each
Stockholder, and all other terms and conditions of the offer to each
Stockholder, shall be identical to that offered to other Persons in
connection with such issuance or sale; provided, however, that if the
purchase price is to be paid by other Persons in kind or is for any other
reason of a type of consideration which any Stockholder cannot readily
deliver, such Stockholder shall nevertheless be entitled to pay the
purchase price in cash, such price to be an amount equal to the monetary
equivalent value to the Company of such consideration in kind or other
consideration which such Stockholder cannot readily deliver, as determined
in good faith by the Board of Directors of the Company.
-9-
<PAGE>
(b) Each Stockholder shall have a period of 20 days following the
Company's notice to such Stockholder pursuant to Section 2.6(a) hereof
within which he or it may elect to purchase the shares of Stock offered to
him or it pursuant to Section 2.6(a) hereof. Such election (i) shall be
for all or any portion of the shares of Stock offered to such Stockholder,
(ii) may be conditioned on the Company and such Stockholder obtaining any
requisite governmental approvals (which the Company and such Stockholder
shall each covenant to use his or its best efforts to obtain as promptly as
is practicable), and (iii) shall be made by written notice to the Company
within such 20 day period. The closing of the purchase by any Stockholder
of any Stock offered pursuant to Section 2.6(a) hereof shall occur at the
time and location of the closing of the issuance or sale of Stock which
gave rise to the rights of such Stockholder under Section 2.6(a) hereof.
(c) If a Stockholder shall not elect to purchase all of the Stock
offered to him or it pursuant to Section 2.6(a) hereof, then the Company
shall, during a period of 30 days following such Stockholder's notice to
the Company pursuant to Section 2.6(b) hereof, have the right to sell the
number of shares of Stock that such Stockholder has not elected to purchase
free and clear of the restrictions of Section 2.6(a) hereof at a price and
upon other terms and conditions no more favorable to a purchaser than were
offered to such Stockholder pursuant to Section 2.6(a) hereof.
(d) The provisions of this Section 2.6 shall not apply to any Stock
issued (i) to effect any merger, consolidation or acquisition of assets;
(ii) to satisfy conversion or option rights; or (iii) pursuant to an
underwritten public offering of Stock pursuant to an effective registration
statement under the Securities Act of 1933, as amended.
(e) The Stockholders acknowledge that the Certificate of Incorporation
of the Company presently provides that the stockholders of the Company will
not have any preemptive rights. Accordingly, the Stockholders agree that
once this Agreement becomes effective as provided in Section 4.1 below,
they shall take all such actions as may be required to amend the
Certificate of Incorporation of the Company to delete the statement
regarding preemptive rights that is set forth therein.
ARTICLE III
CORPORATE GOVERNANCE
3.1 Voting of Stock for Election of Directors of the Company. With
--------------------------------------------------------
respect to each election or removal of members of the Board of Directors of the
Company (including without limitation any replacement members), whether at an
annual or special meeting of stockholders or by written consent of stockholders,
each Stockholder agrees to vote his or its Stock and to take such other action
as may be necessary to fix the number of directors of the Company at five and to
elect as members of the Board of Directors of the Company and to keep in office
as such, the individuals selected as follows: (a) three individuals designated
by Barnett or, if Barnett is unable to make such designation, by Craine or, if
neither Barnett nor Craine is able to make such designation, by a majority in
interest of the Management Stockholders, and (b) two individuals designated by
the Fir Tree Stockholders. Each of the Stockholders further agrees to vote his
or
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<PAGE>
its Stock for the removal of any such designee upon the request of the Person or
Persons with the right to designate such designee and for the election of a
substitute designee nominated by such Person or Persons upon request therefor.
The Fir Tree Stockholders shall be entitled to designate one of the members of a
two-member compensation committee of the Board of Directors of the Company to be
formed immediately after the Closing Date. If the members of such compensation
committee cannot agree with respect to a matter, such matter shall be submitted
to the entire Board of Directors of the Company which shall resolve the same
subject to the provisions of Section 3.3 below. For services performed
hereunder, the Company shall pay Fir Tree Partners, on behalf of the Fir Tree
Stockholders, an annual fee of $100,000 (the "Fixed Annual Fee"), payable
quarterly in equal installments on the first day of each calendar quarter with
the first payment being due within 10 days after the date on which this
Agreement becomes effective as provided in Section 4.1 below. Such first
payment shall be prorated based on the number of days remaining in the then
current calendar quarter. For 1998 and subsequent fiscal years, the Company
shall also pay Fir Tree Partners, on behalf of the Fir Tree Stockholders, 2% of
the amount, if any, by which the Company's annual EBITDA (as defined in Section
5.12 below) exceeds $15,000,000 (the "EBITDA Floor"). Such payment shall be
made on or before March 31 of the succeeding year. Payments to be made to Fir
Tree Partners under this Section 3.1 shall be subordinate to all obligations of
the Company for borrowed money and shall not be paid (but shall continue to
accrue) if the payment thereof would breach a covenant or cause or result in a
default under a loan agreement to which the Company is a party or by which it is
bound.
3.2 Vacancies. Each Stockholder agrees to vote his or its Stock to the
---------
extent required by Section 3.1 above, in such manner as shall be necessary or
appropriate so as to ensure that any vacancy occurring for any reason in the
Board of Directors of the Company shall be filled only by an individual (a) who
is nominated directly or indirectly by the Person or Persons with the right to
designate the director whose departure created the vacancy, and (b) whose
election causes the requirements described in Section 3.1 above relating to the
composition of the Company's Board of Directors to be satisfied.
3.3 Vote on Certain Issues. The Stockholders and the Company agree that
----------------------
the unanimous consent of the members of the Board of Directors of the Company
shall be necessary for the Company to undertake any of the following actions:
(a) amendment of the Certificate of Incorporation of the Company,
except as contemplated in Section 2.6(e) above;
(b) issuance of any Stock or of any instruments convertible into Stock
or of any options, warrants or other rights to purchase or otherwise
acquire Stock; provided, however, that neither the issuance of Stock
pursuant to existing conversion rights, options, warrants or other rights
to purchase or otherwise acquire Stock, nor the granting of options to any
one other than Barnett, Craine or Mourton to acquire up to 40,000 shares of
Common Stock in the aggregate under presently existing option plans as in
effect on the date hereof, shall require such unanimous consent;
(c) declaration or payment of any dividends or other distributions on
the outstanding capital stock of the Company, in cash, stock, bonds,
property or otherwise;
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<PAGE>
(d) purchase or redemption by the Company of any of its Stock, except
for the purchase of up to 25,000 shares of Stock per year pursuant to
Section 2.2;
(e) any contract or transaction between the Company and any of its
Stockholders or between the Company and an Affiliate of a Stockholder or
between the Company and one or more of its directors or officers or between
the Company and an Affiliate of a director or officer of the Company, or
any modification of any previously approved contract or transaction
referred to in this Section 3.3(e), except for salaries, benefits and
bonuses paid or provided to employees of the Company which are limited to
increases of 10% per year above the levels in effect during 1997 (for
salary and benefits) and 1996 bonuses paid in 1997;
(f) any plan or approval to merge or consolidate the Company with or
into another entity or to sell, lease, exchange or otherwise dispose of all
or substantially all of the property or assets of the Company, or to
dissolve, liquidate or wind up the Company, other than in accordance with
Section 2.4 above;
(g) except for transactions referred to under Section 3.3(d) above or
entered into in the ordinary course of business, any acquisition of an
ownership interest in or assets from any Person for consideration in excess
of $2,000,000 for any single transaction or series of related transactions;
(h) any sale, spin-off or other disposition of any subsidiary of the
Company having revenues in its last fiscal year in excess of $1,500,000;
(i) any sale or other disposition of assets of the Company or any of
its subsidiaries, other than in the ordinary course of business, having a
book value or for consideration in excess of $2,000,000 for any single
transaction or in excess of $3,000,000 in the aggregate during any fiscal
year of the Company;
(j) capital expenditures (excluding earn-out payments) in any year
(beginning in 1998) in excess of $4,500,000; and
(k) any financing or refinancing involving more than $10,000,000,
except in the case of a financing or refinancing for the purpose of curing
defaults or events of default.
3.4 Termination. This Article III and the obligations of the Parties
-----------
under this Article III shall terminate and be of no further force or effect at
such time as the Management Stockholders or the Fir Tree Stockholders hold less
than one-half of the percentage of the shares of Stock held by such members at
the time this Agreement becomes effective as provided in Section 4.1 below.
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<PAGE>
ARTICLE IV
ADDITIONAL PROVISIONS
4.1 Effectiveness of Agreement. Except as set forth in Section 4.7 below,
--------------------------
this Agreement shall be effective only (a) from and after the consummation of
the transactions contemplated by the Stock Purchase Agreement; and (b) in the
event, at the time of such consummation, (i) the Fir Tree Stockholders, in the
aggregate, hold a number of shares of Stock which is not less than 90% of the
sum of the number of shares of Stock held by them on the date first set forth
above plus the number of shares of Preferred Stock to be purchased under the
Stock Purchase Agreement (the "Minimum Fir Tree Amount") unless such requirement
is waived by a majority in interest of the Management Stockholders and (ii)
Barnett and Mourton hold the same number of shares of Stock as they held on the
date first set forth above excluding shares held for their benefit in individual
retirement accounts and the Company's Savings and Retirement Plan unless such
requirement is waived by a majority in interest of the Fir Tree Stockholders.
In the event of the termination, expiration or lapse of the Stock Purchase
Agreement for any reason prior to such consummation or in the event (x) the Fir
Tree Stockholders, in the aggregate, hold less than the Minimum Fir Tree Amount
at the time of such consummation unless such requirement is waived by a majority
in interest of the Management Stockholders or (y) Barnett and Mourton hold less
than the number of shares referred to in clause (b)(ii) last above at the time
of such consummation unless such requirement is waived by a majority in interest
of the Fir Tree Stockholders, this Agreement shall be void and of no force or
effect.
4.2 Standstill. Without the prior written consent of the Company, none of
----------
the Fir Tree Stockholders shall, and each of them agrees to cause each of its
Affiliates not to, purchase or otherwise acquire, offer to acquire or agree to
acquire, by any means, directly or indirectly, any Stock, or any direct or
indirect rights or options to acquire Stock or any securities convertible into
Stock, except pursuant to Sections 2.1, 2.2, 2.3 and 2.4 hereof and except that
after this Agreement becomes effective, as provided in Section 4.1 above, the
Fir Tree Stockholders may purchase from stockholders of the Company that are not
Parties a total of up to 50,000 shares of Common Stock. Each of the
Stockholders agrees that the provisions of Section 5.7 hereof shall apply in the
event of any violation or threatened violation of this Section 4.2.
4.3 Fir Tree Stock. The Fir Tree Stockholders hereby jointly and
--------------
severally represent and warrant to the Management Stockholders that all
Affiliates of each of the Fir Tree Stockholders which, as of the date hereof,
own any Stock or any direct or indirect rights or options to acquire Stock or
any securities convertible into Stock are parties to this Agreement.
4.4 Application of Agreement. This Agreement (including without
------------------------
limitation the provisions of Article II hereof) shall apply to all Stock now
owned or hereafter acquired by any Stockholder. This Agreement shall be
effective as to a Stockholder only for so long as such Stockholder continues to
hold Stock or any options, warrants or other rights to acquire Stock.
4.5 Tender Offer. A Stockholder's execution of this Agreement shall not
------------
restrict his or its rights to participate in the Tender Offer (as defined in the
Stock Purchase Agreement).
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<PAGE>
4.6 Sale of the Company.
-------------------
(a) At any time on or after the fifth anniversary of the date that
this Agreement becomes effective as provided in Section 4.1, a majority in
interest of the Fir Tree Stockholders shall have the right, exercisable by
written notice to the Company, to require that the Company proceed with an
orderly sale of the Company in accordance with the procedures set forth in
this Section 4.6. In addition, in the event that Howard G. Barnett, Jr.
shall cease to be the Company's chief executive officer for any reason,
either a majority in interest of the Fir Tree Stockholders or a majority in
interest of the Management Stockholders shall have the right, exercisable
by written notice to the Company given at any time on or after the first
anniversary of such cessation, to require that the Company proceed with
such sale in accordance with this Section 4.6.
(b) Whenever the Company is required to initiate a sale process
pursuant to Section 4.6(a) above, the Company shall promptly engage an
investment banking firm of national standing that is mutually acceptable to
the holders of a majority in interest of both the Fir Tree Stockholders and
the Management Stockholders to conduct an orderly sale of the Company as a
going concern. The Company shall exercise best efforts to assist such
investment banking firm in conducting such sale, including the preparation
of an offering memorandum and/or other descriptive materials and financial
information regarding the Company to be provided to interested parties and
making management of the Company available to meet with and make
presentations to interested parties. The Company shall not place any
limitations on the scope of the sales efforts of such investment banking
firm. All Stockholders shall be obligated to participate in a sale of the
Company effected pursuant to this Section 4.6, which has been approved by
the Company's Board of Directors, subject to the provisions of Section 2.4
above. Compliance with the provisions of Section 2.2 above will not be
required in connection with such sale. Any such sale must take place
within the later of (i) 30 days after the date on which notice of such sale
under Section 2.4 above is given to the Stockholders by the Company or (ii)
five days after the date on which all governmental approvals, if any,
required in connection with such sale have been obtained and all other
conditions to closing have been satisfied.
(c) Notwithstanding the provisions of Sections 3.1 and 3.2 above, in
the event that a sale of the Company is not concluded within one year of
the date of the notice initiating the sale process, the Stockholders agree
to vote their shares of Stock so that a simple majority (but no more) of
the members of the Company's Board of Directors are designees of the Fir
Tree Stockholders.
4.7 Schedule 13D. Anything in this Agreement to the contrary
------------
notwithstanding, the provisions of this Section 4.7 shall be effective
immediately. If any or all of the Management Stockholders or the Fir Tree
Stockholders believes, based on the advice of competent counsel, that a Schedule
13D under the Securities Exchange Act of 1934, as amended, with respect to
ownership of Stock must be filed or amended at any time while this Agreement
remains in effect, such Management Stockholders or Fir Tree Stockholders (as the
case may be) shall provide a copy of such Schedule 13D or amendment thereto to
the Fir Tree Stockholders (in the case of a filing to be made by any or all of
the Management Stockholders) or the Company (in the case
-14-
<PAGE>
of a filing to be made by any or all of the Fir Tree Stockholders) no later than
24 hours prior to its filing with the Securities and Exchange Commission.
ARTICLE V
MISCELLANEOUS PROVISIONS
5.1 Third Parties. This Agreement shall not be construed so as to confer
-------------
any right or benefit upon any Person other than the Parties and their respective
successors and permitted assigns to the extent contemplated herein.
5.2 Legends on Certificates. Each Stockholder shall cause all
-----------------------
certificates representing shares of Stock owned by him or it to be endorsed with
a statement to substantially the following effect:
THE SALE, TRANSFER, ASSIGNMENT AND VOTING OF THE SECURITIES
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND
CONDITIONS OF A STOCKHOLDERS AGREEMENT DATED AS OF JULY _____, 1997.
A COMPLETE AND CORRECT COPY OF SUCH AGREEMENT IS AVAILABLE FOR
INSPECTION AT THE PRINCIPAL OFFICE OF T/SF COMMUNICATIONS CORPORATION.
5.3 Amendment and Waiver. Any Party may waive in writing any provision of
--------------------
this Agreement intended for his or its benefit. No failure or delay on the part
of any Party in exercising any right, power or remedy hereunder shall operate as
a waiver thereof. The remedies provided for herein are cumulative and are not
exclusive of any remedies that may be available to any Party at law or in equity
or otherwise. This Agreement may be amended only with the prior written consent
of the Company and each of the Stockholders; provided, however, at the election
of a majority in interest of the Management Stockholders, one or more additional
stockholders of the Company who are not Fir Tree Stockholders may be added to
this Agreement as Management Stockholders if such stockholder(s) agree in
writing to be bound by the terms of this Agreement.
5.4 Notices. All notices and other communications required or permitted
-------
to be given hereunder shall be in writing and shall be deemed to have been duly
given, delivered and received (a) if delivered personally or (b) if sent by
facsimile, registered or certified mail (return receipt requested) postage
prepaid, or by courier guaranteeing next day delivery, in each case to the Party
to whom it is directed at the addresses set forth below (or at such other
address for any Party as shall be specified by notice given in accordance with
the provisions hereof, provided that notices of a change of address shall be
effective only upon receipt thereof). Notices delivered personally shall be
effective on the day so delivered; notices sent by registered or certified mail
shall be effective on the third day after mailing; notices sent by facsimile
shall be effective when receipt is acknowledged; and notices sent by courier
guaranteeing next day delivery shall be effective on the earlier of the second
business day after timely delivery to the courier or the day of actual delivery
by the courier:
-15-
<PAGE>
(a) If to the Company:
T/SF Communications Corporation
2407 East Skelly Drive
Tulsa, Oklahoma 74105
Facsimile No.: (918) 743-1291
(b) If to a Fir Tree Stockholder, the address set forth below such
Stockholder's name on Exhibit A hereto.
(c) If to a Management Stockholder, the address set forth below such
Stockholder's name on Exhibit B hereto.
(d) If to any Person subsequently becoming a Stockholder under this
Agreement, such address as shall be specified by notice given in accordance
with the provisions hereof.
5.5 Headings. The Article and Section headings used or contained in this
--------
Agreement are for convenience of reference only and shall not affect the
construction of this Agreement.
5.6 Counterparts. This Agreement may be executed in any number of
------------
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which together
shall be deemed to constitute one and the same agreement.
5.7 Remedies. It is specifically understood and agreed that any breach of
--------
the provisions of this Agreement by any Person subject hereto will result in
irreparable injury to the other Persons who are parties hereto, that the remedy
at law alone will be an inadequate remedy for such breach, and that, in addition
to any other legal or equitable remedies which they may have, such other Persons
may enforce their respective rights by actions for specific performance, and the
Company may refuse to recognize any unauthorized Transferee or any Stockholder
who has failed to Transfer any of his or its Stock as required by this Agreement
as one of its stockholders for any purpose, including without limitation for
purposes of dividend and voting rights, until the relevant Person or Persons
have complied with all applicable provisions of this Agreement. The Parties
hereby waive any bonding requirement with respect to any action to assert any
such remedy.
5.8 Severability. In the event that any one or more of the provisions
------------
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions contained herein shall not be in any way impaired
thereby, it being intended that all of the rights and privileges of the parties
hereto shall be enforceable to the fullest extent permitted by law; provided,
however, that, if Section 3.1, 3.2 or 4.2 of this Agreement is determined to be
invalid, illegal or unenforceable, this Agreement as a whole shall terminate and
be of no further force or effect.
-16-
<PAGE>
5.9 Entire Agreement. This Agreement is intended by the Parties as a
----------------
final expression of their agreement, and is intended to be a complete and
exclusive statement of the agreement and understanding of the Parties, in
respect of the subject matter hereof. This Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject
matter.
5.10 Law Governing. This Agreement shall be construed and enforced in
-------------
accordance with and governed by the laws of the State of Delaware (without
giving effect to principles of conflicts of law).
5.11 Term. This Agreement shall terminate upon the earlier of (a) the
----
closing of an underwritten public offering of Stock pursuant to an effective
registration statement under the Securities Act of 1933, as amended, or (b) the
date which is 10 years after the date hereof.
5.12 Assignment. The provisions of this Agreement shall be binding upon
----------
and inure to the benefit of the parties hereto and their respective successors
and assigns; provided, that any assignment of rights or obligations hereunder
shall not conflict with any other provision of this Agreement. No Party may
assign any of its rights, duties or obligations hereunder without the prior
written consent of the other Parties. In the event that the stock of any
subsidiary of the Company is distributed to the Company's stockholders pursuant
to a spin-off or split-off transaction, (a) the provisions of this Agreement
shall be binding upon such corporation and its stockholders and (b) the Fixed
Annual Fee, the EBITDA Floor and the dollar amounts set forth in Section 3.3
above applicable to such corporation and the Company shall be proportionally
adjusted by multiplying such amounts by a fraction, the numerator of which is
the earnings before interest, taxes, depreciation and amortization ("EBITDA")
for the preceding 12-month period for the spin-off corporation or the Company
exclusive of the spin-off corporation (as applicable) and the denominator of
which is the Company's EBITDA (inclusive of such spin-off corporation's EBITDA)
for such period.
5.13 Choice of Forum; Consent to Service of Process. Any suit, action or
----------------------------------------------
proceeding arising out of or relating to this Agreement or any agreement or
obligation delivered in connection with this Agreement or any judgment entered
by any court in respect thereof may be brought in the courts of the State of
Oklahoma, County of Tulsa, in the United States District Court for the Northern
District of Oklahoma, in the courts of the State of New York, County of New
York, or in the United States District Court for the Southern District of New
York, and each Party hereby submits to the jurisdiction of such courts for the
purpose of any such suit, action or proceeding relating to this Agreement or any
related agreement or obligation.
Each Party hereby irrevocably waives any objection that he or it may now or
hereafter have to the laying of venue of any suit, action or proceeding arising
out of or relating to this Agreement or any agreement or obligation delivered in
connection with this Agreement, brought in the courts of the State of Oklahoma,
County of Tulsa, in the United States District Court for the Northern District
of Oklahoma, in the courts of the State of New York, County of New York, or in
the United States District Court for the Southern District of New York, and
hereby further irrevocably waives any claim that any such suit, action or
proceeding brought in any such court has been brought in an inconvenient forum.
-17-
<PAGE>
5.14 Joint Drafting. The Parties acknowledge that they and their
--------------
respective counsel have negotiated and drafted this Agreement jointly and agree
that the rule of construction that ambiguities are to be resolved against the
drafting party shall not be employed in the interpretation or construction of
this Agreement.
5.15 Binding Effect. This Agreement shall be binding upon (a) the Fir Tree
--------------
Stockholders, Barnett, Craine, Mourton, Stuart P. Honeybone, and Barnett and
Florence Lloyd Jones Barnett, Trustees UA June 22, 1996, Florence Lloyd Jones
Barnett Revocable Inter Vivos Trust, once it has been executed by all such
Parties, and (b) each of the other Parties, once such Party and the Parties
listed in clause (a) have executed this Agreement and so long as such execution
takes place within 14 days after the date first set forth above.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
by their duly authorized representatives as of the date first written above, to
be effective as provided in Section 4.1 above.
T/SF COMMUNICATIONS CORPORATION
By: /s/ Howard G. Barnett, Jr.
---------------------------
Howard G. Barnett, Jr.
Chairman, President and
Chief Executive Officer
[Signatures continue on the next page.]
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<PAGE>
Fir Tree Stockholders: Management Stockholders:
- --------------------- -----------------------
FIR TREE VALUE FUND, L.P.
/s/ Howard G. Barnett, Jr
-------------------------------------------
By: /s/Jeffrey Tannenbaum Howard G. Barnett, Jr.
------------------------------
Jeffrey Tannenbaum
General Partner /s/ Robert E. Craine, Jr.
-------------------------------------------
Robert E. Craine, Jr.
FIR TREE INSTITUTIONAL VALUE
FUND, L.P. /s/ J. Gary Mourton
By: Fir Tree, LLC, General Partner -------------------------------------------
J. Gary Mourton
By: /s/ Jeffrey Tannenbaum /s/ Stuart P. Honeybone
------------------------- -------------------------------------------
Jeffrey Tannenbaum Stuart P. Honeybone
Member
/s/ Billie T. Barnett
-------------------------------------------
FIR TREE VALUE PARTNERS LDC Billie T. Barnett
By: /s/ Jeffrey Tannenbaum /s/ Howard G. Barnett, Sr.
------------------------------ -------------------------------------------
Jeffrey Tannenbaum Howard G. Barnett, Sr., Trustee UA
Investment Advisor June 22, 1976, FBO Howard G. Barnett
Revocable Inter Vivos Trust
TENSING, L.L.C.
By: /s/ Jeffrey Tannenbaum /s/ Howard G. Barnett, Jr.
------------------------------- -------------------------------------------
Jeffrey Tannenbaum Howard G. Barnett, Jr., Trustee UA
Manager June 22, 1976, FBO Howard G. Barnett
Revocable Inter Vivos Trust
/s/ Florence Lloyd Jones Barnett
. -------------------------------------------
- - Florence Lloyd Jones Barnett, Trustee UA
June 22, 1996, Florence Lloyd Jones Barnett
Revocable Inter Vivos Trust
/s/ Howard G. Barnett, Jr.
-------------------------------------------
Howard G. Barnett, Jr., Trustee UA
June 22, 1996, Florence Lloyd Jones Barnett
Revocable Inter Vivos Trust
-19-
<PAGE>
/s/ Florence Lloyd Jones Barnett
-------------------------------------------
Florence Lloyd Jones Barnett, Trustee UA
March 18, 1996, Florence Lloyd Jones
Barnett Charitable Remainder Unitrust
/s/ Jenkin Lloyd Jones, Sr.
-------------------------------------------
Jenkin Lloyd Jones, Sr., Trustee UA
September 25, 1972, Jenkin Lloyd Jones
Revocable Inter Vivos Trust
/s/ Jenkin Lloyd Jones, Jr.
-------------------------------------------
Jenkin Lloyd Jones, Jr., Trustee UA July 3,
1985, Jenkin Lloyd Jones, Jr. Revocable
Inter Vivos Trust
/s/ Carol B. Jones
-------------------------------------------
Carol B. Jones, Trustee UA July 3, 1985,
Jenkin Lloyd Jones, Jr. Revocable Inter
Vivos Trust
/s/ David Lloyd Jones
-------------------------------------------
David Lloyd Jones
/s/ Robert J. Swab
-------------------------------------------
Robert J. Swab
/s/ Martin A. Vaughan
-------------------------------------------
Martin A. Vaughan
MIDWEST RESOURCES, INC.
By: /s/ Martin A. Vaughan
---------------------------------------
Martin A. Vaughan
President
MAVERICK EXPLORATION, INC.
By: /s/ Martin A. Vaughan
---------------------------------------
Martin A. Vaughan
President
-20-
<PAGE>
EXHIBIT A
FIR TREE STOCKHOLDERS
Fir Tree Value Fund, L.P.
29th Floor
1211 Avenue of the Americas
New York, New York 10036
Fir Tree Institutional Value Fund, L.P.
29th Floor
1211 Avenue of the Americas
New York, New York 10036
Fir Tree Value Partners LDC
29th Floor
1211 Avenue of the Americas
New York, New York 10036
Tensing, L.L.C.
29th Floor
1211 Avenue of the Americas
New York, New York 10036
A-1
<PAGE>
EXHIBIT B
MANAGEMENT STOCKHOLDERS
<TABLE>
<CAPTION>
<S> <C>
Howard G. Barnett, Jr., individually; as Jenkin Lloyd Jones, Sr., as Trustee
Trustee UA June 22, 1976, FBO Howard G. September 25, 1972, Jenkin Lloyd Jones
Barnett Revocable Inter Vivos Trust; Revocable Inter Vivos Trust
and as Trustee UA June 22, 1996 Florence 6683 South Jamestown Place
Lloyd Jones Barnett Revocable Inter Tulsa, Oklahoma 74136
Vivos Trust
6742 South Evanston Jenkin Lloyd Jones, Jr. and Carol B. Jones,
Tulsa, Oklahoma 74136 as Trustees UA July 3, 1985,
Jenkin Lloyd Jones, Jr. Revocable Inter
Robert E. Craine, Jr. Vivos Trust
5118 East 107th Place 6447 South Louisville Avenue
Tulsa, Oklahoma 74137 Tulsa, Oklahoma 74136
J. Gary Mourton David Lloyd Jones
4220 Colonial Drive 11312 South Erie Avenue
Sapulpa, Oklahoma 74066 Tulsa, Oklahoma 74137
Stuart P. Honeybone Robert J. Swab
8313 South 5th Avenue 2407 East Skelly Drive
Broken Arrow, Oklahoma 74011 Tulsa, Oklahoma 74105
Billie T. Barnett Martin A. Vaughan
6742 South Evanston 2222 East 30th Place
Tulsa, Oklahoma 74136 Tulsa, Oklahoma 74114
Howard G. Barnett, Sr., as Trustee UA Midwest Resources, Inc.
June 22, 1976, FBO Howard G. Barnett 2222 East 30th Place
Revocable Inter Vivos Trust Tulsa, Oklahoma 74114
2619 East 37th Street
Tulsa, Oklahoma 74105 Maverick Exploration, Inc.
2222 East 30th Place
Florence Lloyd Jones Barnett, as Trustee Tulsa, Oklahoma 74114
UA June 22, 1996, Florence Lloyd Jones
Barnett Revocable Inter Vivos Trust,
and as Trustee UA March 18, 1996,
Florence Lloyd Jones Barnett Charitable
Remainder Unitrust
2619 East 37th Street
Tulsa, Oklahoma 74105
</TABLE>
B-1
<PAGE>
EXHIBIT D
PREFERRED STOCK PURCHASE AGREEMENT
T/SF COMMUNICATIONS CORPORATION
2407 East Skelly Drive
Tulsa, Oklahoma 74105
July 1, 1997
TO: Tensing, L.L.C.
29th Floor
1211 Avenue of the Americas
New York, New York 10036
The undersigned, T/SF Communications Corporation, a Delaware corporation
(the "Company"), hereby agrees with you as follows:
1. AUTHORIZATION AND SALE OF THE PREFERRED STOCK
1.1 Authorization. The Company represents and warrants to you and
covenants with you that the following will be duly and validly authorized on or
before the Closing Date (as defined below):
(a) the issuance and delivery, pursuant to the terms and conditions
hereof, of 150,000 shares of the Company's 9% Convertible Preferred Stock,
par value $10.00 per share (the "Preferred Stock"); and
(b) the issuance and delivery of those shares of the Company's Common
Stock, par value $0.10 per share ("Common Stock"), into which the Preferred
Stock is convertible.
1.2 Sale. Subject to the terms and conditions hereof, the Company will
issue and sell to you and you will purchase from the Company, the Preferred
Stock at an aggregate purchase price of $5,550,000 (the "Purchase Price").
2. CLOSING DATE; DELIVERY
2.1 Closing Date. The closing of the purchase and sale of the Preferred
Stock (the "Closing") shall be held at the place and on the date of the
acceptance of the tenders pursuant to the Tender Offer (as defined in Section
5.1(d) below) or at such other time and place as the Company and you may
mutually agree in writing (the "Closing Date"); provided, however, that,
<PAGE>
if the Closing shall not have occurred on or before October 31, 1997, this
Agreement shall terminate on such date, unless such date is extended by mutual
written agreement of you and the Company.
2.2 Delivery. At the Closing, subject to the terms of this Agreement, the
Company will deliver to you or your representative certificates representing the
Preferred Stock against payment by you at the Closing of the Purchase Price by
wire transfer or certified check in accordance with the instructions of the
Company. The Company shall pay all transfer, issuance and other similar taxes,
if any, imposed by any governmental authority in respect of the issuance and
sale of the Preferred Stock contemplated by this Agreement.
3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
The Company hereby represents and warrants to you and covenants with you as
follows:
3.1 Organization and Standing. The Company is a corporation duly
organized and validly existing under, and by virtue of, the laws of the State of
Delaware and is in good standing under such laws. The Company has the requisite
corporate power to own and operate its properties and assets and to carry on its
business as presently conducted. The Company is qualified, licensed or
domesticated as a foreign corporation in all jurisdictions where the nature of
its business conducted or the character of its properties owned or leased makes
such qualification, licensing or domestication necessary at this time except in
those jurisdictions where the failure to be so qualified or licensed and in good
standing does not and will not have a materially adverse effect on the Company,
the conduct of its business or the ownership or operation of its properties.
3.2 Corporate Power. The Company has now, and will have at the Closing
Date, all requisite legal and corporate power to enter into this Agreement, to
issue the Preferred Stock hereunder, to issue the shares of Common Stock
issuable upon conversion of the Preferred Stock, and to carry out and perform
its obligations under this Agreement.
3.3 Authorization.
(a) All corporate action on the part of the Company necessary for the
sale and issuance of the Preferred Stock pursuant hereto and the
performance of the Company's obligations hereunder has been taken or will
be taken on or prior to the Closing Date. This Agreement has been duly
executed and delivered on behalf of the Company and constitutes a legal,
valid and binding obligation of the Company, enforceable against the
Company in accordance with its terms, except as limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws of general
application affecting enforcement of creditors' rights.
(b) The Preferred Stock, when issued in accordance with the provisions
of this Agreement, will be validly issued, fully paid and nonassessable,
and will be free of any
-2-
<PAGE>
liens or encumbrances; provided, however, that the Preferred Stock will be
subject to restrictions on transfer under state and/or federal securities
laws (and as may be required by future changes in such laws) and will be
subject to the terms of the Stockholders Agreement entered into by the
Company, you and certain other stockholders of the Company
contemporaneously herewith (the "Stockholders Agreement").
(c) No stockholder of the Company or any other person has any right of
first refusal or any preemptive right in connection with the issuance of
the Preferred Stock hereunder or of any other capital stock of the Company,
except as set forth in the Stockholders Agreement.
3.4 No Conflicting Agreements. Neither the execution and delivery of this
Agreement by the Company nor the offering, issuance and sale of the Preferred
Stock hereunder, nor the fulfillment of or compliance with any of the terms or
provisions hereof will:
(a) conflict with, or result in a breach of the terms, conditions or
provisions of, or constitute a default under, or result in a violation of,
the Certificate of Incorporation or Bylaws of the Company or any agreement,
license or other instrument or obligation to which the Company is a party
or by which the Company or its assets are bound;
(b) result in the violation of any provision of any applicable law,
rule, regulation or ordinance or any order, decree, writ or injunction of
any court or administrative agency or governmental authority by which the
Company is bound; or
(c) result in the creation or imposition of any lien, charge,
restriction, security interest or encumbrance of any nature whatsoever upon
any of the assets or properties of the Company.
The Company is not subject to any agreement, mortgage, lease, license or other
instrument, or any judgment, order, decree, or authorization of any court or
governmental agency or authority, which could prevent or materially impair the
Company from carrying out this Agreement.
3.5 Consents. Except for the filing of the Certificate of Designation (as
defined in Section 5.1(b) below) and any filings which may be required under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
Act"), no consent from, or other approval of, or the making of any declaration
or filing with, any governmental entity or any other person is necessary in
connection with the execution, delivery or performance of this Agreement by the
Company. The Company will cause the Certificate of Designation to be filed with
the Secretary of State of the State of Delaware prior to the Closing.
3.6 Actions Pending. There is no action, proceeding or investigation
pending or (to the knowledge of the Company) threatened (or any basis in fact
therefor known to the Company)
-3-
<PAGE>
which questions the validity or legality of or seeks damages in connection with
this Agreement or any action taken or to be taken pursuant to this Agreement.
3.7 Disclosure. Neither the Company's annual report on Form 10-K for its
fiscal year ended December 31, 1996, as amended, nor the Company's quarterly
report on Form 10-Q for the quarter ended March 31, 1997, contained, as of its
respective date of filing, an untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances in which they were made, not
misleading. No document filed by the Company with the Securities and Exchange
Commission between the date hereof and the Closing Date will contain, as of its
date of filing, an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances in which they were made, not misleading.
4. REPRESENTATIONS AND WARRANTIES OF PURCHASER AND RESTRICTIONS ON TRANSFER
IMPOSED BY THE SECURITIES LAWS
4.1 Representations and Warranties by Purchaser. You represent and
warrant to the Company as follows:
(a) You are experienced in evaluating and investing in companies such
as the Company and are capable of bearing the economic risks of an
investment in the Company. You and your "affiliates" (as defined in
Section 6.2 below) are experienced professional investment advisors and
have been stockholders of the Company since at least September 1995. As of
the date hereof, you and your affiliates own, in the aggregate, 487,506
shares of the Company's Common Stock.
(b) You have been furnished by the Company with all information
requested concerning the current and proposed operations, financial affairs
and business of the Company. You have had the opportunity to discuss the
Company's business, management and financial affairs with its officers and
have had the opportunity to review the Company's plan of operation to your
reasonable satisfaction. You understand that such discussions and any
other written information issued by the Company, were intended to describe
certain aspects of the Company's business and prospects which it believes
to be material but were not necessarily a thorough or exhaustive
description.
(c) You acknowledge that you have made your own independent
examination, investigation, analysis and evaluation of the Company,
including your own estimate of the value of the Company's business.
(d) You acknowledge that you have undertaken such due diligence
(including a review of the assets, liabilities, books, records and
contracts of the Company) as you deem adequate, including that described
above.
-4-
<PAGE>
(e) The Preferred Stock is being acquired by you for your own account,
for investment purposes only and not with a view to, or for resale in
connection with, any distribution or public offering thereof within the
meaning of the Securities Act of 1933, as amended (the "Securities Act").
(f) You understand that the Preferred Stock has not been registered
under the Securities Act by reason of its issuance in a transaction exempt
from the registration and prospectus delivery requirements of the
Securities Act and that the Preferred Stock must be held by you
indefinitely and you must therefore bear the economic risk of such
investment indefinitely, unless a subsequent disposition thereof is
registered under the Securities Act or is exempt from registration. You
understand that the Company is under no obligation to register the
Preferred Stock (or shares of Common Stock issuable upon conversion of the
Preferred Stock) under the Securities Act on your behalf or to assist you
in complying with any exemption from registration.
(g) You are an accredited investor as that term is defined in Rule
501(a) of Regulation D promulgated by the Securities and Exchange
Commission under the Securities Act.
(h) At the time of the Closing, the purchase and holding of the
Preferred Stock (and the Common Stock issuable upon conversion of the
Preferred Stock) will be legally permitted by all laws and regulations and
agreements to which you are subject except to the extent filings may be
required under the HSR Act.
(i) You have the full right, power and authority to enter into and
perform this Agreement, and this Agreement has been duly executed and
delivered on your behalf and constitutes a legal, valid and binding
obligation upon you except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws of general application affecting
enforcement of creditors' rights.
4.2 Legends. Each certificate representing the Preferred Stock (or the
Common Stock issuable upon conversion of the Preferred Stock) shall be endorsed
with a legend substantially in the following form:
THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 OR ANY OTHER SECURITIES LAWS. THESE SECURITIES
HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED FOR
VALUE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OF THEM UNDER THE
SECURITIES ACT OF 1933 AND ANY OTHER APPLICABLE SECURITIES LAWS, OR RECEIPT
BY THE CORPORATION OF AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO
THE CORPORATION THAT SUCH SALE OR TRANSFER IS EXEMPT FROM REGISTRATION
UNDER SUCH ACTS.
-5-
<PAGE>
The Company need not register a transfer of such legended Preferred Stock (or
Common Stock), and may also instruct its transfer agent, if any, not to register
the transfer of such Preferred Stock (or Common Stock), unless the conditions
specified in the foregoing legend are satisfied.
5. CONDITIONS TO CLOSING
5.1 Conditions to Your Obligations. Your obligation to purchase the
Preferred Stock at the Closing is subject to the fulfillment to your reasonable
satisfaction on or prior to the Closing Date of the following conditions (any of
which may, at your discretion, be waived):
(a) The representations and warranties made by the Company in Section
3 hereof shall be true and correct when made, and shall be true and correct
on the Closing Date with the same force and effect as if they had been made
on and as of said date; and the Company shall have performed all
obligations and conditions herein required to be performed or observed by
it on or prior to the Closing Date.
(b) The Company shall have caused to be filed with the Secretary of
State of the State of Delaware a Certificate of Designation providing for
and designating the amount, relative rights, preferences, qualifications,
limitations and restrictions of the Preferred Stock, substantially in the
form of Exhibit A hereto (the "Certificate of Designation"). You shall
have received a copy of the Certificate of Designation, certified by the
Secretary of State of the State of Delaware, and a certificate of an
officer of the Company to the effect that the Certificate of Designation
has not been amended since the date of such certified copy and is in full
force and effect on the Closing Date.
(c) There shall be no action, suit, investigation or proceeding
pending or threatened against or affecting you or the Company, any of your
or the Company's respective properties or rights, or any of your or the
Company's respective affiliates, associates, officers or directors, before
any court, arbitrator or administrative or governmental body which (i)
seeks to restrain, enjoin or prevent the consummation of or otherwise
affect any of the transactions contemplated by this Agreement or the
Stockholders Agreement, or (ii) questions the validity or legality of any
such transactions or seeks to recover damages or to obtain other relief in
connection with any such transactions, and there shall be no valid basis
for any such action, proceeding or investigation.
(d) The applicable conditions to the proposed tender offer by the
Company to purchase for cash up to 2,050,000 shares of the Company's Common
Stock (the "Tender Offer") shall have been either fulfilled or waived and
the tenders received pursuant to the Tender Offer shall have been accepted
for no less than 1,700,000 shares of the Company's Common Stock (which
shares shall not include any shares held by Howard G. Barnett, Jr. or J.
Gary Mourton on the date hereof other than shares held for their benefit in
individual retirement accounts and the Company's Savings and Retirement
Plan).
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<PAGE>
(e) There shall not have occurred or become known any material adverse
change with respect to the condition (financial or otherwise) or operations
of the Company since March 31, 1997, other than the transactions
contemplated in this Agreement.
5.2 Conditions to Obligation of the Company. The Company's obligation to
sell and issue the Preferred Stock to you at the Closing is subject to the
fulfillment to the Company's reasonable satisfaction on or prior to the Closing
Date of the following conditions (any of which may, at the Company's discretion,
be waived):
(a) The representations and warranties made by you in Section 4 hereof
shall be true and correct when made, and shall be true and correct on the
Closing Date with the same force and effect as if they had been made on and
as of said date.
(b) The applicable conditions to the Tender Offer shall have been
either fulfilled or waived and the tenders received pursuant to the Tender
Offer shall have been accepted for no less than 1,700,000 shares of the
Company's Common Stock.
(c) There shall be no action, suit, investigation or proceeding
pending or threatened against or affecting the Company, any of its
properties or rights, or any of its affiliates, associates, officers or
directors, before any court, arbitrator or administrative or governmental
body which (i) seeks to restrain, enjoin or prevent the consummation of or
otherwise affect any of the transactions contemplated by this Agreement or
the Stockholders Agreement, or (ii) questions the validity or legality of
any such transactions or seeks to recover damages or to obtain other relief
in connection with any such transactions, and there shall be no valid basis
for any such action, proceeding or investigation.
(d) No Change in Control Event (as defined in Section 7.2 below) shall
have occurred; provided, however, that this condition shall be deemed to
have been satisfied if the condition set forth in Section 5.2(b) shall have
been fulfilled.
(e) The Company shall not have become aware of any facts that are or
may be materially adverse with respect to the value of the Company which,
due to the fiduciary obligations of the Company's Board of Directors or
otherwise, the Company's Board of Directors determines that the
transactions contemplated by this Agreement are not in the best interests
of the Company's stockholders; provided, however, that this condition shall
be deemed to have been satisfied if the condition set forth in Section
5.2(b) shall have been fulfilled.
6. CONFIDENTIALITY; STANDSTILL
6.1 Confidentiality. From and after the date of this Agreement and until
the earlier of the Closing Date or the termination of this Agreement, you will,
and will cause each of your
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affiliates (as defined in Section 6.2 below), employees, agents and
representatives, to keep confidential and not publicly disclose to any third
party (other than your affiliates, employees, agents and representatives), any
information relating to the business, properties and affairs of the Company,
including without limitation the existence of the proposed Tender Offer unless
(a) you receive the prior written consent of the Company, (b) such information
becomes publicly known through other means, or (c) you are required by law to
disclose such information. You and the Company agree to fully cooperate in all
reasonable respects with respect to any Schedule 13D filings under the Exchange
Act and any amendment thereto, which may be necessary as a result of the
transactions contemplated by this Agreement or the Stockholders Agreement and to
coordinate any such filings.
6.2 Standstill. Until the earlier of the consummation of the Tender Offer
or the termination of this Agreement, you and your "affiliates" (as defined in
Rule 12b-2 of the Exchange Act) will not, without the prior written consent of
the Company, other than pursuant to this Agreement:
(a) purchase or otherwise acquire, offer to acquire or agree to
acquire, whether by transactions over any securities exchange or any
national or other quotation systems, by any other over-the-counter
transaction, by private transactions with third parties, by tender offer or
by any other means, directly or indirectly, any securities of the Company,
or any direct or indirect rights or options to acquire any such securities
or any securities convertible into such securities (collectively,
"Securities");
(b) make, or in any way participate in, directly or indirectly, any
"solicitation" of "proxies" to vote (as such terms are defined in the
Exchange Act), solicit any consent or communicate with or seek to advise or
influence any person or entity with respect to the voting of, any
Securities or become a "participant" in any "election contest" (as such
terms are defined or used in Rule 14a-11 under the Exchange Act);
(c) form, join or in any way participate pursuant to any agreement,
understanding or other arrangement, whether written or oral, in a "group"
(within the meaning of Section 13(d)(3) of the Exchange Act) with respect
to any Securities;
(d) deposit any Securities into a voting trust or subject any
Securities to any arrangement or agreement with respect to the voting
thereof;
(e) initiate, propose or otherwise solicit stockholders for the
approval of one or more proposals with respect to the Company as described
in Rule 14a-8 under the Exchange Act;
(f) otherwise act, alone or in concert with others, to seek to control
or influence in any manner the management, the Board of Directors or the
policies of the Company;
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(g) solicit, seek to effect, negotiate with or provide any information
to any third party with respect to, or make any statement or proposal,
whether written or oral, to the Board of Directors of the Company or any
director or officer of the Company or otherwise make any public
announcement or proposal whatsoever with respect to any form of merger,
business combination or other similar transaction with or involving the
Company; or
(h) instigate or encourage any other person to do any of the
foregoing.
6.3 Additional Parties. Jeffrey Tannenbaum ("Tannenbaum") and Fir Tree,
Inc. d/b/a Fir Tree Partners have joined in the execution of this Agreement to
evidence their agreement to be bound by the terms and provisions of this Article
6 and Article 7 below. As used in this Article 6 and Article 7 below, the terms
"you" and "your" shall be deemed to include such parties.
7. FINANCING; TERMINATION
7.1 Financing. Until July 31, 1997, the Company and you shall each use
commercially reasonable efforts to obtain a mutually acceptable term sheet from
a mutually acceptable financial institution (or group of financial institutions)
with respect to such financing as the Company, in its sole discretion, deems is
necessary in connection with the Tender Offer. If such a term sheet is obtained
on or before such date, the Company agrees to pursue the financing contemplated
by such term sheet and the following provisions of this Section 7.1 shall no
longer be applicable. If such a term sheet is not so obtained and if the
Company has not abandoned the Tender Offer, the Company may, but shall be under
no obligation to, prepare a list of parameters for a high yield debt offering to
be conducted by the Company with the assistance of Prudential Securities
Incorporated, the proceeds of which would be used to finance the Tender Offer.
If the Company prepares such a list of parameters on or before August 8, 1997,
and if you accept the same, the Company agrees to pursue the financing
contemplated by such list of parameters. You may, by notice to the Company,
terminate this Agreement in the event (a) an acceptable list of parameters for
such high yield debt offering has not been presented to you on or before such
date (whether or not the Company elected to prepare such a list of parameters)
or (b) such offering cannot be consummated on terms which are substantially
similar to (or more favorable from the Company's perspective than) those set
forth in the list of parameters that you accepted. The Company may, by notice
to you, terminate this Agreement in the event (x) you have not accepted a list
of parameters for such high yield debt offering by such date, (y) such offering
cannot be consummated on terms which are substantially similar to (or more
favorable from the Company's perspective than) those set forth in the list of
parameters that you accepted, or (z) the Company decides not to pursue such high
yield debt financing.
7.2 Change in Control. Either the Company or you upon notice to the
other, may terminate this Agreement in the event a Change in Control Event
occurs. As used in this Agreement, the term "Change in Control Event" shall
mean any tender or exchange offer for all or any portion of the Company's
outstanding Common Stock shall have been proposed, announced or made by another
person, a merger, business combination or other similar
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<PAGE>
transaction with or involving the Company shall have been proposed, announced or
made by another person, or the Company shall have learned that any person,
entity or "group," as defined in Section 13(d)(3) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), excluding the parties to the
Stockholders Agreement, has acquired or proposed to acquire more than 15% of the
Common Stock of the Company, other than acquisitions of shares for bona fide
arbitrage positions. The Company will promptly provide you with notice of any
proposal received by an executive officer of the Company which may result in a
Change in Control Event, and, in any event, the Company will provide you with
notice of any written proposal with respect to a Change in Control Event within
24 hours of the Company's receipt of the same.
7.3 Abandonment of Tender Offer. This Agreement shall terminate if the
Company has publicly announced the abandonment of the Tender Offer (or abandoned
the Tender Offer in the event that no public announcement of the Tender Offer
has been made).
7.4 Amendment to Form 13D. Upon any termination of this Agreement, if you
or any of your affiliates believes, after consultation with competent counsel,
that any Schedule 13D filed under the Exchange Act must be amended, you agree to
cause such amendment to be provided to the Company no later than 24 hours prior
to its filing with the Securities and Exchange Commission. This Section 7.4
shall survive for 30 days after any termination of this Agreement.
7.5 Effect of Termination. If this Agreement is terminated pursuant to
and in accordance with any of the provisions of this Agreement, this Agreement
shall become void and have no effect, without any liability on the part of any
party hereto (or its stockholders, directors or officers), provided that nothing
herein shall relieve any party from liability for its breach of this Agreement.
7.6 Employment Agreements. Until July 31, 1997, the Company and you shall
each attempt to agree upon the terms and conditions of employment agreements to
be entered into between the Company and certain members of its key management.
The Company may, by notice to you, terminate this Agreement in the event you and
the Company have not agreed upon such terms and conditions by such date; and you
may, by notice to the Company, terminate this Agreement in the event the Board
of Directors of the Company, despite your objections, approves by such date the
terms and conditions of such employment agreements which are unacceptable to
you.
8. MISCELLANEOUS
8.1 Waivers and Amendments. This Agreement or any provision hereof may be
changed, waived, discharged or terminated only by a statement in writing signed
by the party against which enforcement of the change, waiver, discharge or
termination is sought.
8.2 Governing Law. This Agreement shall be governed in all respects by
the laws of the State of Delaware without regard to principles of conflicts of
laws.
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8.3 Choice of Forum; Consent to Service of Process. Any suit, action or
proceeding arising out of or relating to this Agreement or any agreement or
obligation delivered in connection with this Agreement or any judgment entered
by any court in respect thereof may be brought in the courts of the State of
Oklahoma, County of Tulsa, in the United States District Court for the Northern
District of Oklahoma, in the courts of the State of New York, County of New
York, or in the United States District Court for the Southern District of New
York, and each party hereto hereby submits to the jurisdiction of such courts
for the purpose of any such suit, action or proceeding relating to this
Agreement or any related agreement or obligation.
Each party hereto hereby irrevocably waives any objection that it may now
or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Agreement or any agreement or obligation
delivered in connection with this Agreement, brought in the courts of the State
of Oklahoma, County of Tulsa, in the United States District Court for the
Northern District of Oklahoma, in the courts of the State of New York, County of
New York, or in the United States District Court for the Southern District of
New York, and hereby further irrevocably waives any claim that any such suit,
action or proceeding brought in any such court has been brought in an
inconvenient forum.
8.4 Successors and Assigns. Except as otherwise expressly provided
herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors, assigns, heirs, executors and administrators of the
parties hereto; provided, however, neither you nor the Company may assign any
rights or obligations hereunder without the consent of the other, except that
you may assign the right to purchase all or any portion of the Preferred Stock
to one or more affiliates of Fir Tree, Inc. who agree to be bound by the
Stockholders Agreement and by the representations, warranties and covenants in
this Agreement.
8.5 Entire Agreement. This Agreement and the other documents delivered
pursuant hereto constitute the full and entire understanding and agreement
between the parties hereto with regard to the subject hereof and thereof and
supersedes all prior arrangements and understandings with respect thereto.
8.6 Representation Disclaimer. The Company shall not be deemed to have
made to you any representation or warranty other than as expressly made by the
Company in this Agreement. Without limiting the generality of the foregoing,
and notwithstanding any otherwise express representations and warranties made by
the Company in Section 3 hereof, the Company makes no representation or warranty
to you with respect to:
(a) any projections, estimates or budgets heretofore delivered to or
made available to you with respect to future revenues, expenses or
expenditures or future results of operations of the Company and/or its
subsidiaries; or
(b) except as expressly covered by a representation and warranty
contained in Section 3 hereof, any other information or documents
(financial or otherwise) made available to you or your counsel, accountants
or advisers with respect to the Company.
8.7 Notices. All notices and other communications required or permitted
to be given hereunder shall be in writing and shall be deemed to have been
delivered on the date delivered
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<PAGE>
by hand, telegram, facsimile or by similar means, on the next day following the
day when sent by recognized courier or overnight delivery service (fees
prepaid), or on the third day following the day when deposited in the U.S. mail,
registered or certified (postage prepaid), addressed: (a) if to you, at your
address set forth above, or at such other address as you shall have furnished to
the Company in writing in accordance with this Section 8.7, or (b) if to the
Company, at its address set forth above, or at such other address as the Company
shall have furnished to you in writing in accordance with this Section 8.7.
8.8 Severability. In case any provision of this Agreement not material to
the benefits intended to be conferred hereby shall be invalid, illegal, or
unenforceable, the validity, legality, and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.
8.9 Finder's Fees. Each of the Company and each of you (a) represents and
warrants to the other that no finder or broker has been retained by it or you in
connection with the transactions contemplated by this Agreement and (b) hereby
agrees to indemnify and to hold the other, and its respective officers,
directors and controlling persons, harmless from and against any liability for
any commission or compensation in the nature of a finder's fee to any broker or
other person or firm (and the costs and expenses of defending against such
liability or asserted liability) for which it, or any of its employees or
representatives, are responsible.
8.10 Survival of Representations and Warranties. All representations and
warranties contained herein shall survive the execution and delivery of this
Agreement and the issuance of the Preferred Stock, regardless of any
investigation made by any party hereto.
8.11 Payment of Expenses. Except as set forth in Section 2.2 above and
this Section 8.11, each party hereto shall pay its own expenses incident to
preparing for, entering into and carrying out this Agreement and the
consummation of the transactions contemplated hereby. The Company hereby agrees
to reimburse Tannenbaum and his affiliates for reasonable out-of-pocket costs
incurred in connection with the transactions contemplated hereby, including
without limitation travel costs and reasonable attorneys' and accountants' fees
and expenses, within 10 days after the Company's receipt of a statement with
respect to such costs and appropriate supporting documentation. This Section
8.11 shall survive any termination of this Agreement.
8.12 Other Documents. The parties to this Agreement shall in good faith
execute such other and further instruments, assignments or documents as may be
necessary or advisable to carry out the transactions contemplated by this
Agreement.
8.13 Titles and Subtitles. The titles of the Sections of this Agreement
are for convenience of reference only and are not to be considered in construing
this Agreement. References herein to Exhibits to this Agreement shall be deemed
to incorporate such Exhibits by reference.
8.14 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same instrument.
8.15 HSR Act. Each of the parties hereto shall use all reasonable efforts
to take, or cause to be taken, any appropriate action under the HSR Act with
respect to the transactions
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<PAGE>
contemplated hereby and the conversion of the Preferred Stock, including without
limitation promptly making their respective filings, if any, which are required
under the HSR Act.
If you are in agreement with the foregoing, please sign the form of
acceptance in the enclosed counterpart of this letter and return the same to the
Company, whereupon this letter shall become a binding agreement between you and
the Company.
T/SF COMMUNICATIONS CORPORATION
By: /s/ Howard G. Barnett, Jr.
-----------------------------------------------
Howard G. Barnett, Jr.
Chairman, President and Chief Executive Officer
The foregoing Agreement is hereby accepted as of the date first above
written.
TENSING, L.L.C.
By: /s/ Jeffrey Tannenbaum
----------------------------------------------
Name: Jeffrey Tannenbaum
----------------------------------------
Title: Member
---------------------------------------
FIR TREE, INC. d/b/a Fir Tree Partners
By: /s/ Jeffrey Tannenbaum
-----------------------------------------------
Jeffrey Tannenbaum
President
/s/ Jeffrey Tannenbaum
--------------------------------------------------
Jeffrey Tannenbaum
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EXHIBIT A
T/SF COMMUNICATIONS CORPORATION
Certificate of Designation of
Preferences and Rights of Preferred Stock
By Resolution of the Board of Directors
Providing for an Issue of 150,000 Shares
of 9% Convertible Preferred Stock
The undersigned, Howard G. Barnett, Jr., the Chairman, President and Chief
Executive Officer of T/SF Communications Corporation, a corporation organized
and existing under the General Corporation Law of the State of Delaware (the
"Corporation"), in accordance with Section 151 thereof, does hereby certify
that:
FIRST, pursuant to authority conferred upon the Board of Directors of the
Corporation by the Certificate of Incorporation of the Corporation, the
following preambles and resolution were duly adopted by the Board of Directors
of the Corporation at a meeting thereof duly and validly held on June 30, 1997:
WHEREAS, the Certificate of Incorporation of the Corporation (the
"Certificate") was filed with the Secretary of State of the State of
Delaware on March 17, 1989, and has not been amended; and
WHEREAS, the Certificate provides for a class of shares of stock
designated "Preferred Stock" and authorizes the Board of Directors of the
Corporation (the "Board of Directors") to establish one or more series of
Preferred Stock and to fix and determine the relative rights and
preferences of the shares of Preferred Stock or any series thereof so
established; and
WHEREAS, no series of Preferred Stock has heretofore been designated;
and
WHEREAS, it is the desire of the Board of Directors, pursuant to its
authority as aforesaid, to establish a series of Preferred Stock and to fix
and determine the relative rights and preferences thereof;
NOW, THEREFORE, BE IT RESOLVED, that a series of Preferred Stock of
the Corporation be, and it hereby is, designated "9% Convertible Preferred
Stock," that the number constituting such series is one hundred fifty
thousand (150,000) shares, and that the rights, preferences, limitations,
and restrictions of the 9% Convertible Preferred Stock, shall be as
follows:
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1. Dividends.
---------
(a) Each share of 9% Convertible Preferred Stock shall entitle
the holder of record thereof to receive cumulative cash dividends at
the annual rate of $3.33 per share. Dividends shall accrue daily and
accrued dividends for any period of less than one year shall be
computed on the basis of the number of days elapsed out of a 365-day
or 366-day year, as the case may be. Dividends shall be payable each
year on the last day of June (the "Dividend Payment Date") in the
amount accrued to such Dividend Payment Date; provided, however, that
dividends shall be required to be paid only (i) to the extent the
Corporation may lawfully do so and (ii) if the Board of Directors has
determined, in its sole discretion, that dividends should be paid by
the Corporation; and provided further, if the Corporation may not
lawfully pay all the dividends it is required to pay under this
Section 1(a) on any Dividend Payment Date, it shall pay on such date
all the dividends it may lawfully pay ratably among the holders of 9%
Convertible Preferred Stock and, at the earliest time or times
thereafter when it may lawfully pay any or all of the balance of such
dividends, it shall do so. If the Corporation does not pay dividends
on any Dividend Payment Date because the Board of Directors has not
approved such payment, it shall pay such dividends at a later time
when it may lawfully do so and following approval of such payment by
the Board of Directors. Dividends on each share of 9% Convertible
Preferred Stock shall commence to accrue and shall be cumulative from
expiration of the Conversion Period (as defined in Section 4 below),
whether or not they are earned, declared, or lawfully payable. If any
dividend which is required to be paid on any Dividend Payment Date is
not paid for any reason, such unpaid dividend shall not bear any
interest.
(b) Once the dividends provided for in Section 1(a) above have
been paid, each share of Common Stock and 9% Convertible Preferred
Stock shall entitle the holder of record thereof to receive dividends
at the rate to be determined by the Board of Directors, out of funds
legally available therefor, when and as declared by the Board of
Directors with respect to such classes of stock; provided, however,
that no dividend or other distribution shall be declared or paid on
shares of Common Stock unless an equivalent dividend or distribution
on the outstanding shares of 9% Convertible Preferred Stock shall have
been paid or declared and a sum sufficient for the payment thereof set
apart. For purposes of the declaration or payment of dividends or
other distributions, a dividend or distribution on shares of 9%
Convertible Preferred Stock shall be deemed "equivalent" to a dividend
or distribution on shares of Common Stock if the dividend or
distribution declared or paid on each outstanding share of 9%
Convertible Preferred Stock entitles the holder thereof to the same
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money or other property to which the holder would have been entitled
if the holder held the number of shares of Common Stock into which
such share of 9% Convertible Preferred Stock is then convertible or,
if the Conversion Period is not then in effect, would have been
convertible if the Conversion Period was then in effect.
2. Liquidation. Upon any voluntary or involuntary liquidation,
-----------
dissolution or winding up of the Corporation, each holder of record of
shares of 9% Convertible Preferred Stock shall be entitled, before any
distribution is made on shares of Common Stock, to be paid Thirty-Seven
Dollars ($37.00) per share of 9% Convertible Preferred Stock held by such
holder, plus an amount equal to all accrued and unpaid dividends on each
such share through the date fixed for distribution. This Section 2 shall
not be deemed to require the distribution of assets to the holders of 9%
Convertible Preferred Stock in the event of a merger, consolidation, sale,
transfer or lease of all or substantially all of the Corporation's assets
if such transaction does not in fact result in the dissolution, liquidation
or winding up of the Corporation.
3. Voting. Until the expiration of the Conversion Period, the 9%
------
convertible Preferred Stock shall vote with the Common Stock on an as-
converted basis. Thereafter, except as set forth in this Section 3 or as
otherwise required by law, a share of 9% Convertible Preferred Stock shall
not entitle the holder thereof to vote on any matter brought before the
stockholders of the Corporation for a vote. The holders of the 9%
Convertible Preferred Stock shall be entitled to vote as a class upon any
proposed amendment to the Certificate or this Certificate of Designation
with respect to the shares of 9% Convertible Preferred Stock, if such
amendment would alter or change the powers, preferences or special rights
of the shares of 9% Convertible Preferred Stock so as to affect them
adversely.
4. Conversion. During the 30-day period commencing on the 90th day
----------
after the issuance of a share of 9% Convertible Preferred Stock (the
"Conversion Period"), such share of 9% Convertible Preferred Stock shall be
convertible at the option of the holder of record thereof into a number of
shares of Common Stock equal to the Conversion Ratio (as hereinafter
defined); provided, that no fractional share of Common Stock shall be
issued, but in lieu thereof one share of Common Stock shall be issued. The
Conversion Period shall be extended until the fifth day after the
expiration or termination of any waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, which is applicable to such
conversion, so long as any filing which is required to be made by the
holder under such Act is made on or before the commencement of the
Conversion Period. Conversion of such share of 9% Convertible Preferred
Stock shall be effected by surrender of such holder's certificate
representing such share of 9% Convertible Preferred Stock
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accompanied by a written notice from such holder addressed to the
Corporation requesting the conversion. Upon conversion, holders of
converted shares of 9% Convertible Preferred Stock will be issued
certificates representing the shares of Common Stock to which they are
entitled. The "Conversion Ratio" at the effective date of the original
Certificate of Designation with respect to the shares of 9% Convertible
Preferred Stock shall equal one (1.0). Thereafter, upon any stock split,
stock dividend, subdivision or combination of shares of Common Stock (an
"Adjustment Event"), the Conversion Ratio shall be adjusted such that
immediately upon the occurrence of such Adjustment Event the holder of a
share of 9% Convertible Preferred Stock shall be entitled to convert
(assuming, if the Conversion Period is not then in effect, that the
Conversion Period was then in effect) such share of 9% Convertible
Preferred Stock into the number of shares of Common Stock which such holder
would have been entitled to receive if such holder had converted such share
of 9% Convertible Preferred Stock into Common Stock immediately prior to
such Adjustment Event. Any adjustment of the Conversion Ratio shall be
effective as of the record date for the Adjustment Event giving rise to the
adjustment.
5. Redemption. At any time after the first anniversary date of the
----------
issuance of a share of 9% Convertible Preferred Stock, the Corporation may,
in its sole discretion, redeem such share of 9% Convertible Preferred Stock
by paying the holder of record thereof Thirty-Seven Dollars ($37.00) for
such share of 9% Convertible Preferred Stock, plus an amount equal to all
accrued and unpaid dividends on such share through the date of such
redemption.
SECOND, that this Certificate of Designation of Preferences and Rights of
9% Convertible Preferred Stock shall become effective upon its being filed with
the Secretary of State of the State of Delaware.
IN WITNESS WHEREOF, T/SF Communications Corporation has caused this
Certificate of Designation of Preferences and Rights of 9% Convertible Preferred
Stock to be signed by Howard G. Barnett, Jr., as Chairman, President and Chief
Executive Officer, as of the ______ day of ___________________, 1997.
T/SF COMMUNICATIONS CORPORATION
By:
---------------------------------------------
Howard G. Barnett, Jr.
Chairman, President and Chief
Executive Officer
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EXHIBIT E
JOINT FILING AGREEMENT
AND POWER OF ATTORNEY
This Joint Filing Agreement and Power of Attorney (this "Agreement") dated
as of the 1st day of July, 1997, is by and between the undersigned parties.
1. Joint Filing. In accordance with Rule 13d-1(f) under the Securities
------------
Exchange Act of 1934, as amended, the undersigned agree to the joint filing on
behalf of each of them of a statement on Schedule 13D (including amendments
thereto) with respect to the common stock of T/SF Communications Corporation, a
Delaware corporation, and further agree that this Agreement be included as an
exhibit to such joint filing (including amendments thereto). Each of the
persons named below acknowledges that the information contained in the statement
on Schedule 13D (including amendments thereto) respecting such person is
complete and accurate in all material respects and that such person does not
know and has no reason to believe that the information respecting any other
person named below is inaccurate.
2. Power of Attorney. Each of the undersigned does hereby make,
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constitute and appoint each of Howard G. Barnett, Jr., Robert E. Craine, Jr.,
and J. Gary Mourton, and each of them, severally, its, his or her true and
lawful attorney-in-fact, with full power of substitution and resubstitution, to
execute in its, his or her name, place and stead, and file with the Securities
and Exchange Commission on its, his or her behalf, any schedules or reports
(including all amendments thereto) made by or on behalf of the undersigned
pursuant to Sections 13(d), 13(f) and 13(g) of the Securities Exchange Act of
1934, as amended, relating to the common stock of T/SF Communications
Corporation. Each of such attorneys (and any substitute or substitutes named by
any of them) shall have full power and authority to do and perform in the name
and on behalf of each of the undersigned in any and all capacities, every act
whatsoever necessary or desirable to be done on the premises as fully and to all
intents and purposes as the undersigned might or could do in person, each of the
undersigned hereby ratifying and approving the acts of each of such attorneys
and any substitute or substitutes therefor.
3. Counterparts. This Agreement may be executed in any number of
------------
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which together
shall be deemed to constitute one and the same agreement.
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first above written.
/s/ Howard G. Barnett, Jr. /s/ Robert E. Craine, Jr.
- ------------------------------------ ------------------------------------
Howard G. Barnett, Jr. Robert E. Craine, Jr.
/s/ J. Gary Mourton /s/ Stuart P. Honeybone
- ------------------------------------ ------------------------------------
J. Gary Mourton Stuart P. Honeybone
/s/ Billie T. Barnett /s/ Howard G. Barnett, Sr.
- ------------------------------------ ------------------------------------
Billie T. Barnett Howard G. Barnett, Sr.
/s/ Florence Lloyd Jones Barnett /s/ Jenkin Lloyd Jones Sr.
- ------------------------------------ ------------------------------------
Florence Lloyd Jones Barnett Jenkin Lloyd Jones Sr.
/s/ Jenkin Lloyd Jones Jr. /s/ Martin A. Vaughan
- ------------------------------------ ------------------------------------
Jenkin Lloyd Jones Jr. Martin A. Vaughan
/s/ Robert J. Swab /s/ David Lloyd Jones
- ------------------------------------ ------------------------------------
Robert J. Swab David Lloyd Jones
-2-
