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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Laurentian Capital Corporation
(Name of Issuer)
Common Stock, par value $.05 per share
(Title of Class of Securities)
519256101
(CUSIP Number)
Mte. Lise Bernier
Director, Legal and Corporate Affairs
Societe financiere Desjardins-Laurentienne
1 Complexe Desjardins, 40th Floor
P.O. Box 10500, Desjardins Station
Montreal, (Quebec) H5B 121
Canada
Tel. (514) 281-7081
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
John A. Willett, Esq.
Arnold & Porter
399 Park Avenue
New York, New York 10022-4690
Tel. (212) 715-1000
May 25, 1995
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a
statement on Schedule 13G to report the acquisition
which is the subject of this Schedule 13D and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check
the following box: [ ]
Check the following box if a fee is being paid
with this statement: [ ]
Exhibit Index page
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(1) Names of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
La Confederation des caisses populaires et d'economie
Desjardins du Quebec
(2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ ]
(3) SEC Use Only
(4) Source of Funds (See Instructions)
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
Province of Quebec, Canada
Number of (7) Sole Voting Power
Shares Bene- 6,177,093
Shares Bene- (8) Shared Voting Power
ficially 0
Owned by (9) Sole Dispositive Power
Each Report- 6,177,093
ing Person (10) Shared Dispositive Power
With 0
(11) Aggregate Amount Beneficially Owned by Each
Reporting Person
6,177,093
(12) Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) [ ]
(13) Percent of Class Represented by Amount in Row (11)
81.8%
(14) Type of Reporting Person (See Instructions) HC
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(1) Names of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
La societe financiere des caisses Desjardins inc.
(2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ ]
(3) SEC Use Only
(4) Source of Funds (See Instructions)
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
Province of Quebec, Canada
Number of (7) Sole Voting Power
Shares Bene- 6,177,093
Shares Bene- (8) Shared Voting Power
ficially 0
Owned by (9) Sole Dispositive Power
Each Report- 6,177,093
ing Person (10) Shared Dispositive Power
With 0
(11) Aggregate Amount Beneficially Owned by Each
Reporting Person
6,177,093
(12) Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) [ ]
(13) Percent of Class Represented by Amount in Row (11)
81.8%
(14) Type of Reporting Person (See Instructions) HC
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(1) Names of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Societe financiere Desjardins-Laurentienne inc.
(2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ ]
(3) SEC Use Only
(4) Source of Funds (See Instructions)
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
Province of Quebec, Canada
Number of (7) Sole Voting Power
Shares Bene- 6,177,093
Shares Bene- (8) Shared Voting Power
ficially 0
Owned by (9) Sole Dispositive Power
Each Report- 6,177,093
ing Person (10) Shared Dispositive Power
With 0
(11) Aggregate Amount Beneficially Owned by Each
Reporting Person
6,177,093
(12) Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) [ ]
(13) Percent of Class Represented by Amount in Row (11)
81.8%
(14) Type of Reporting Person (See Instructions) HC
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(1) Names of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
The Laurentian Group Corporation
(2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ ]
(3) SEC Use Only
(4) Source of Funds (See Instructions)
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
Province of Quebec, Canada
Number of (7) Sole Voting Power
Shares Bene- 6,177,093
Shares Bene- (8) Shared Voting Power
ficially 0
Owned by (9) Sole Dispositive Power
Each Report- 6,177,093
ing Person (10) Shared Dispositive Power
With 0
(11) Aggregate Amount Beneficially Owned by Each
Reporting Person
6,177,093
(12) Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) [ ]
(13) Percent of Class Represented by Amount in Row (11)
81.8%
(14) Type of Reporting Person (See Instructions) HC
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(1) Names of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Desjardins-Laurentian Life Group Inc.
(formerely, Laurentian Financial, Inc.)
(2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ ]
(3) SEC Use Only
(4) Source of Funds (See Instructions)
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
Province of Quebec, Canada
Number of (7) Sole Voting Power
Shares Bene- 6,177,093
Shares Bene- (8) Shared Voting Power
ficially 0
Owned by (9) Sole Dispositive Power
Each Report- 6,177,093
ing Person (10) Shared Dispositive Power
With 0
(11) Aggregate Amount Beneficially Owned by Each
Reporting Person
6,177,093
(12) Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) [ ]
(13) Percent of Class Represented by Amount in Row (11)
81.8%
(14) Type of Reporting Person (See Instructions) HC
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(1) Names of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
The Imperial Life Assurance Company of Canada
I.R.S. Identification No. 98-000675
(2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ ]
(3) SEC Use Only
(4) Source of Funds (See Instructions)
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
Canada
Number of (7) Sole Voting Power
Shares Bene- 5,432,109
Shares Bene- (8) Shared Voting Power
ficially 0
Owned by (9) Sole Dispositive Power
Each Report- 5,432,109
ing Person (10) Shared Dispositive Power
With 0
(11) Aggregate Amount Beneficially Owned by Each
Reporting Person
5,432,109
(12) Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) [ ]
(13) Percent of Class Represented by Amount in Row (11)
72.0%
(14) Type of Reporting Person (See Instructions) IC
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This Amendment No. 1 amends the Schedule 13D (the
"Schedule 13D") of the Reporting Persons dated
January 10, 1994. Capitalized terms have the same
meanings as in the Schedule 13D.
Item 2. Identity and Background
Item 2 is amended by the addition of the
following information:
On July 21, 1994, the name of Laurentian
Financial, Inc. was changed to Desjardins-Laurentian
Life Group Inc. ("DLLG"). The principal offices of DLLG
are located at 500 Grande-Allee East, Quebec City,
Quebec G1R 257, Canada.
Item 4. Purpose of Transaction
Item 4 is amended by the addition of the
following information:
On May 25, 1995, Imperial and DLLG entered into
an Option Agreement (the "Option Agreement") with
American Annuity Group, Inc., a Delaware corporation
("American Annuity"), attached hereto as Exhibit D and
incorporated herein by reference in its entirety,
concerning Imperial and DLLG's grant to American Annuity
of an option, exercisable under certain circumstances,
to purchase all of the Shares held by Imperial and DLLG.
The Option Agreement has been entered into in
connection with the execution of a Merger Agreement
dated as of May 25, 1995 among American Annuity, L.Q.
Acquisition Corp., a wholly owned subsidiary of American
Annuity and the Company.
Item 5. Interests in Securities of the Issuer
Item 5 is amended by the addition of the
following information:
On May 25, 1995, Imperial and DLLG entered into
the Option Agreement described in Item 4 and attached
hereto as Exhibit D, granting to American Annuity an
option exercisable under certain circumstances described
therein to acquire all of the 6,177,093 Shares held by
them at a price of $13.875 per Share.
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Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to
Securities of the Issuer
Item 6 is amended by the addition of the
following information:
On May 25, 1995, Imperial and DLLG entered into
the Option Agreement described in Items 4 and 5 and
attached hereto as Exhibit D.
Item 7. Material to be Filed as Exhibits
Item 7 is amended by the addition of the
following:
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<S> <C>
Exhibit D Option Agreement dated as of
May 25, 1995 among
American Annuity Group, Inc.,
The Imperial Life Assurance
Company of Canada and
Desjardins-Laurentian Life Group Inc.
</TABLE>
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Signatures
After reasonable inquiry and to the best of the
knowledge and belief of the undersigned, the undersigned
certify that the information set forth in this statement
is true, complete and correct.
Dated: June 1, 1995
LA CONFEDERATION DES CAISSES
POPULAIRES ET D'ECONOMIE
DESJARDINS DU QUEBEC
By /s/
Pierre Brossard
General Secretary
LA SOCIETE FINANCIERE DES
CAISSES DESJARDINS INC.
By /s/
Humberto Santos
President and
Chief Executive Officer
SOCIETE FINANCIERE
DESJARDINS-LAURENTIENNE INC.
By /s/
Humberto Santos
President and
Chief Executive Officer
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Dated: June 1, 1995
THE LAURENTIAN GROUP CORPORATION
By /s/
Humberto Santos
President and
Chief Executive Officer
DESJARDINS-LAURENTIAN LIFE GROUP
INC.
By /s/
Michel Therien
President and
Chief Executive Officer
THE IMPERIAL LIFE ASSURANCE
COMPANY OF CANADA
By /s/
Michel Therien
Chief Executive Officer
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<TABLE>
<CAPTION>
Exhibit Index
Exhibit Sequential Page Number
<S> <C> <C>
Exhibit D Option Agreement dated as
of May 25, 1995 among
American Annuity Group, Inc.,
The Imperial Life Assurance
Company of Canada and
Desjardins-Laurentian Life
Group Inc.
</TABLE>
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OPTION AGREEMENT
Option Agreement dated as of May 25, 1995, by and
among American Annuity Group, Inc., a Delaware
corporation (the "Purchaser"), The Imperial Life
Assurance Company of Canada, a Canadian corporation
("ILACO") and Desjardins-Laurentian Life Group Inc., a
Quebec corporation ("DLLG"), (ILACO and DLLG
collectively, the "Stockholders").
Simultaneously herewith, the Purchaser, L.Q.
Acquisition Corp., a Delaware corporation and a wholly
owned subsidiary of the Purchaser ("Newco"), and
Laurentian Capital Corporation, a Delaware corporation
(the "Company"), are entering into an Agreement and Plan
of Merger dated as of the date hereof (the "Merger
Agreement"), pursuant to which Newco will merge into the
Company (the "Merger").
In order to induce the Purchaser to enter into
the Merger Agreement and to provide reasonable
assurances that the transactions contemplated by the
Merger Agreement will be consummated, the Stockholders
desire to grant to the Purchaser an option to purchase
their shares of Common Stock, $.05 par value per share,
of the Company ("Company Common Stock") and further
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desire to make certain other agreements regarding such
shares, upon the terms and subject to the conditions set
forth below.
The Board of Directors of the Company has
approved the Stockholders' entering into this Agreement
with the Purchaser, the form of this Agreement and the
consummation of the transactions contemplated hereby.
Accordingly, the parties hereto agree as follows:
1. Grant of Option.
The Stockholders hereby jointly grant to the
Purchaser an exclusive and irrevocable option (the
"Option") to purchase an aggregate of 6,177,093 shares
of Company Common Stock (the "Option Shares") consisting
of 5,432,109 shares owned by ILACO and 744,984 shares
owned by DLLG, at a price of $13.875 per share, subject
to the terms and conditions contained herein.
2. Exercise of Option.
2.1 Following (i) the expiration of any
applicable waiting period under Title II of the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended (the "Hart-Scott-Rodino Act"), (ii) the granting
of all required regulatory approvals including, without
limitation, approval from the office of The
Superintendent of Financial Institutions (Canada) and
(iii) the termination of the Long Term Financing Support
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Agreement dated as of April 25, 1994, between Desjardins
Laurentian Financial Corporation, a Quebec corporation
("DLFC"), and the Company and an Agreement dated as of
April 25, 1994 among DLFC, the Company and National Bank
of Canada, in its capacity as Agent under the Company's
Credit Agreement dated as of April 25, 1994 (both of
such agreements collectively, the "Support Agreements"),
and the release of DLFC from all of its liabilities and
obligations under the Support Agreements, the Option may
be exercised by the Purchaser, in whole but not in part,
at any time prior to the termination of the Option and
this Agreement in accordance with its terms, upon or
following the occurrence of either of the following
events:
(a) the receipt by the Company from a
third party of a proposal with respect to an
Acquisition Transaction (as defined in the Merger
Agreement) and the exercise by the Company of its
rights under Section 6.3 of the Merger Agreement;
provided, that if the Option Shares are not sold
to such third party by the Purchaser in
connection with such Acquisition Transaction,
then the Purchaser shall promptly thereafter take
all necessary action to purchase or cause to be
purchased all of the outstanding Company Common
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Stock not held by the Purchaser (other than the
Option Shares) at a price per share equal to the
price per share of the proposed third party
Acquisition Transaction; or
(b) the failure (i) by either or both of
the Stockholders to vote all shares of Company
Common Stock owned by them in favor of the Merger
and for adoption of the Merger Agreement when the
Merger Agreement is submitted to the stockholders
of the Company for approval or (ii) by the
Company to submit the Merger Agreement to the
stockholders of the Company for approval on or
before November 30, 1995 for any reason other
than the exercise by the Company of its rights
under Section 6.3 of the Merger Agreement;
provided, that if the Option is exercised
pursuant to this clause (b), the Purchaser shall
promptly thereafter take all necessary action to
purchase or cause to be purchased all of the
outstanding Company Common Stock not held by the
Purchaser (other than the Option Shares) at the
price set forth in the Merger Agreement to be
paid for such shares.
2.2 In the event the Purchaser elects to
exercise the Option pursuant to Section 2.1 hereof, the
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Purchaser shall send a written notice to the
Stockholders (which notice shall be given within five
days after the Purchaser becomes aware that such Option
is exercisable) specifying a place, time and date (not
earlier than 2 nor later than 20 Business Days from the
date such notice is given) for the closing of such
purchase of the Option Shares. If such closing is to
occur sooner than five Business Days from the date such
notice is given, facsimile or telephonic notice shall
also be given at the time such written notice is given.
For purposes of this Agreement, "Business Day" shall
mean any day on which banks in Toronto and New York are
open for business.
3. Payment and Delivery of Certificate(s).
At the closing of the purchase of the Option
Shares hereunder, (i) the Purchaser shall pay to each
Stockholder the aggregate price for the Option Shares
being purchased from such Stockholder by delivery of a
certified check or cashier's check or by wire transfer
of funds to a bank account designated by the Stockholder
and (ii) each Stockholder shall deliver to the Purchaser
a duly issued and executed certificate or certificates
representing the Option Shares being sold by such
Stockholder, duly endorsed or accompanied by stock
powers duly executed in blank. Such certificates may
contain a legend substantially as follows:
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"These shares have not been registered
under the Securities Act of 1933, as
amended, and may not be sold without an
effective registration statement under
such Act or pursuant to an exemption
therefrom."
4. Representations and Covenants
of the Stockholders.
Each Stockholder hereby represents, warrants and
covenants with respect to itself to the Purchaser as
follows:
4.1 The Stockholder is a corporation duly
organized, validly existing and in good standing under
the laws of Canada in the case of ILACO and of the
Province of Quebec in the case of DLLG, and with the
corporate power to execute, deliver and carry out the
terms of this Agreement.
4.2 During the term of this Agreement and
except as contemplated by this Agreement and the Merger
Agreement, the Stockholder will not (i) transfer (which
term shall include, without limitation, any sale, gift,
pledge or other disposition), or consent to any transfer
of, any or all of the Option Shares or any interest
therein, (ii) enter into any contract, option or other
agreement or understanding with respect to any transfer
of any or all of the Option Shares or any interest
therein, (iii) grant any proxy, power-of-attorney or
other authorization in or with respect to the Option
Shares, (iv) deposit the Option Shares into a voting
trust or enter into a voting agreement or arrangement
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with respect to the Option Shares, or (v) take any other
action that would in any way restrict, limit or
interfere with the performance of its obligations
hereunder or the transactions contemplated hereby or in
the Merger Agreement.
4.3 On the date hereof, the Stockholder (i)
owns as sole owner, beneficially and of record, in the
case of ILACO 5,432,109 shares of Company Common Stock
and in the case of DLLG 744,984 shares of Company Common
Stock, free and clear of all liens, claims, options,
charges, encumbrances, security interests and rights or
interests of any kind; and (ii) has full right, power
and authority to sell and vote such shares of Company
Common Stock, to enter into and perform this Agreement
and to grant the Option granted herein. No person holds
a proxy or other right to vote or direct the vote of the
Stockholder's shares of Company Common Stock and upon
exercise of the Option granted herein, the Stockholder
shall convey good title to such shares, free and clear
of all liens, claims, options, charges, encumbrances,
security interests and rights or interests of any kind.
The Stockholder owns no warrants or options to acquire
shares of Company Common Stock. The shares of Company
Common Stock owned by the Stockholder are (and upon
exercise of the Option will be) duly issued, fully paid
and nonassessable. This Agreement has been duly
authorized by all necessary corporate action on the part
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of the Stockholder, has been duly executed and delivered
on behalf of the Stockholder by duly authorized officers
or representatives of the Stockholder and is valid, binding
and enforceable against the Stockholder in accordance with
its terms except to the extent that enforceability thereof
may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating
to or affecting the enforcement of creditors' rights
generally or by equitable principles. The execution,
delivery and performance of this Agreement by the
Stockholder and the consummation of the transactions
contemplated hereby do not require the consent, waiver,
approval, license or authorization of or any filing with
any person or governmental authority other than pursuant
to securities laws, the Hart-Scott-Rodino Act and
applicable insurance laws, including without limitation
approval from the office of The Superintendent of
Financial Institutions (Canada), and those consents
required in connection with the termination of the
Support Agreements, and, following the termination of
the Support Agreements as contemplated by Section 2.1
hereof, will not violate, result in a breach of or the
acceleration of any obligation under, or constitute a
default under, any provision of the Stockholder's
charter or by-laws, or any indenture, mortgage, lease,
agreement, contract, instrument, order, judgment,
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ordinance, regulation or decree specifically applicable
to the Stockholder.
4.4 The Stockholder will make any necessary
filings required to be made by such Stockholder under
the Hart-Scott-Rodino Act in connection with the
transactions contemplated by this Agreement and will
take such action as may reasonably be required of it in
order to obtain the regulatory approvals contemplated by
Section 2.1 hereof.
5. Representations and Covenants
of the Purchaser.
The Purchaser hereby represents, warrants and
covenants to the Stockholders as follows:
5.1 The Purchaser is a corporation duly
organized, validly existing and in good standing under
the laws of the State of Delaware, and with the
corporate power to execute, deliver and carry out the
terms of this Agreement.
5.2 This Agreement has been duly authorized
by all necessary corporate action on the part of the
Purchaser, has been duly executed and delivered on
behalf of the Purchaser by a duly authorized officer of
the Purchaser and is valid, binding and enforceable
against the Purchaser in accordance with its terms
except to the extent that enforceability thereof may be
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limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws
relating to or affecting the enforcement of creditors'
rights generally or by equitable principles. The
execution, delivery and performance of this Agreement by
the Purchaser and the consummation by it of the
transactions contemplated hereby do not require the
consent, waiver, approval, license or authorization of
or any filing with any person or governmental authority
other than pursuant to federal securities laws, the
Hart-Scott-Rodino Act and applicable insurance laws and
will not violate, result in a breach of or the
acceleration of any obligation under, or constitute a
default under, any provision of the Purchaser's charter
or by-laws, or any indenture, mortgage, lease,
agreement, contract, instrument, order, judgment,
ordinance, regulation or decree specifically applicable
to the Purchaser.
5.3 The Purchaser is acquiring the Option
and the Option Shares transferable upon the exercise
thereof for its own account and not with a view to the
distribution or resale thereof. Any sale, transfer or
other disposition of the Option Shares by the Purchaser
will be made in compliance with all applicable
provisions of the Securities Act of 1933, as amended,
and the rules and regulations thereunder.
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5.4 The Purchaser has such knowledge and
experience in financial and business matters that it is
capable of utilizing the information that is available
to the Purchaser concerning the Company to evaluate the
risks of investment in the Option Shares.
5.5 The Purchaser acknowledges that it has
not received any information relating to the Company
from the Stockholders and that it is not relying on any
information from the Stockholders in connection with its
entering into the Merger Agreement.
5.6 The Purchaser will make any necessary
filings required to be made by the Purchaser under the
Hart-Scott-Rodino Act in connection with the
transactions contemplated by this Agreement and will
take such action as may reasonably be required of the
Purchaser in order to obtain the regulatory approvals
contemplated by Section 2.1 hereof.
6. Description of Shares.
For all purposes of this Agreement, the shares of
Company Common Stock shall mean the shares of Company
Common Stock and all securities or property (including
cash) issued or exchanged with respect to such shares
from and after the date of this Agreement upon any
reorganization, recapitalization, reclassification,
merger, consolidation, spin-off, partial or complete
liquidation, stock dividend, split-up, sale of assets,
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distribution to stockholders or combination of Company
Common Stock or any other change in the corporate or
capital structure of the Company which would have the
effect of diluting the Purchaser's rights hereunder. In
such event, the Stockholders shall execute an amendment
to this Agreement making those adjustments in the number
of Option Shares and the exercise price thereof which
may be necessary to restore the Purchaser to its rights
hereunder.
7. Termination of Agreement.
This Agreement shall terminate and the Option
shall expire on the first to occur of the following
events: (i) the Effective Time (as defined in the
Merger Agreement) (it being understood that in such
event the Option Shares that are not previously
purchased hereunder shall be acquired pursuant to the
terms of the Merger Agreement), (ii) the termination of
the Merger Agreement by the Purchaser pursuant to any of
the provisions of Section 9.1, (iii) the termination of
the Merger Agreement by the Company pursuant to any of
the provisions of Section 9.1 thereof other than clauses
(c) or (g) thereof, (iv) the abandonment of the Merger
by the Purchaser otherwise than in accordance with the
terms of the Merger Agreement, or (v) December 31, 1995.
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8. Miscellaneous.
8.1 Assignability; Transfer Restrictions.
Neither this Agreement, nor any of the rights, interests
or obligations hereunder shall be assigned by either of
the parties hereto without the prior written consent of
the other party except that the Purchaser may assign its
rights hereunder, in whole or in part, to any wholly
owned direct or indirect subsidiary of the Purchaser,
provided that such assignee shall deliver to the
Stockholders a certificate signed on its behalf by its
President or any Vice President containing
representations and covenants substantially similar to
those made by the Purchaser in Section 5 hereof and
provided further that in the event of any such
assignment, the Purchaser shall not be released from any
of its obligations to the Stockholders hereunder.
Neither the Option nor the Option Shares may be sold,
pledged, transferred, hypothecated, or otherwise
disposed of except in compliance with applicable law,
including, without limitation, federal securities laws.
8.2 Third Parties. This Agreement shall be
binding upon, inure to the benefit of, and be
enforceable by the successors and permitted assigns of,
the parties hereto. Nothing expressed or referred to in
this Agreement is intended or shall be construed to give
any person other than the parties to this Agreement or
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their respective successors or assigns any legal or
equitable right, remedy or claim under or in respect of
this Agreement or any provision contained herein. The
representations and warranties contained in this
Agreement shall survive for one year from the date
hereof.
8.3 Further Assurances. Each party shall,
upon the reasonable request by the other, execute and
deliver any additional documents necessary or desirable
to complete the sale, conveyance, transfer and
assignment of the Option Shares acquired by the
Purchaser pursuant to this Agreement.
8.4 Amendment. This Agreement constitutes
the entire agreement among the parties with respect to
the subject matter hereof. This Agreement may not be
modified, amended, altered or supplemented except upon
the execution and delivery of a written agreement
executed by all of the parties hereto.
8.5 Notices. All notices, requests, claims,
demands and other communications hereunder shall be in
writing and given (and shall be deemed to have been duly
received if so given) by delivery by messenger, telecopy
or registered or certified mail, postage prepaid, to the
respective parties as follows:
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If to the Purchaser:
American Annuity Group, Inc.
250 East Fifth Street
Cincinnati, Ohio 45202
Attention: Mark F. Muething, Esquire
Telephone Number: (513) 333-5515
Telecopy Number: (513) 357-3397
with a copy to:
Keating, Muething & Klekamp
1800 Provident Tower
One East Fourth Street
Cincinnati, Ohio 45202
Attention: Edward E. Steiner, Esquire
Telephone Number: (513) 579-6468
Telecopy Number: (513) 579-6957
If to the Stockholders:
The Imperial Life Assurance
Company of Canada
95 St. Clair Avenue West
Toronto, Ontario M4V 1N7
Canada
Attention: Mr. Robert W. Haig, Secretary
Telephone Number: (416) 926-2702
Telecopy Number: (416) 324-1825
and to
Desjardins-Laurentian Life Group Inc.
1, Complexe Desjardins
Tour Sud, 21st Floor
Montreal (Quebec) H5B 1E2
Attention: Mtre. Pierre Rousseau, Vice
President Corporate Affairs
and Assistant General Secretary
Telephone Number: (514) 285-3064
Telecopy Number: (514) 285-1765
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with copies to:
Desjardins Laurentian Financial
Corporation
1, Complexe Desjardins, 40th Floor
P.O. Box 10500, Desjardins Station
Montreal, Quebec H5B 1J1
Canada
Attention: Mtre. Lise Bernier
Telephone Number: (514) 281-7081
Telecopy Number: (514) 281-7110
and to
Arnold & Porter
399 Park Avenue
New York, New York 10022-4690
Attention: John A. Willett, Esquire
Telephone Number: (212) 715-1000
Telecopy Number: (212) 715-1399
or to such other address as either party may have
furnished to the other in writing in accordance
herewith, except that notices of changes of address
shall only be effective upon receipt.
8.6 Governing Law. This Agreement shall be
governed by and construed in accordance with the laws of
the State of Delaware applicable to agreements made and
to be wholly performed in such State.
8.7 Counterparts. This Agreement may be
executed in several counterparts, each of which shall be
an original, but all of which together shall constitute
one and the same agreement.
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8.8 Effect of Section Headings. The section
headings herein are for convenience only and shall not
affect the construction hereof.
IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be duly executed as of the day
and year first above written.
AMERICAN ANNUITY GROUP, INC.
By /s/ Jeffrey S. Tate
Title: Senior Vice President
THE IMPERIAL LIFE ASSURANCE
COMPANY OF CANADA
By /s/ Humberto Santos
Title: Authorized Representative
By /s/ Guy Rivard
Title: Authorized Representative
DESJARDINS-LAURENTIAN LIFE
GROUP INC.
By /s/ Humberto Santos
Title: Authorized Representative
By /s/ Guy Rivard
Title: Authorized Representative
