EXHIBIT (c)(1)
FILING AGREEMENT
This Agreement, dated as of January 12, 1998, between Alliance
Standard II L.L.C., a Delaware limited liability company, and Alliance Standard
II Corp., a British Virgin Islands corporation ("Purchaser Corp."),
W I T N E S S E T H T H A T:
WHEREAS, each of the parties hereto desires to participate in a tender
offer to acquire up to $30,000,000 principal amount of outstanding 8.40%
Subordinated Notes due 1993 (the "Notes") of American Capital Corporation, a
Florida corporation ("ACC"), up to 1,100,000 outstanding shares of $3.75 Series
A Preferred Stock, $1.00 par value(the "ACC Preferred Shares") of ACC, and up to
1,950,000 shares of Common Stock, par value $1.00 per share (together with the
ACC Preferred Shares, the "Shares") of TransCapital Financial Corporation, a
Delaware corporation, and
WHEREAS, the parties have not yet determined the allocation between
themselves of such Notes and Shares, and
WHEREAS, Purchaser Corp. desires to hold any Notes and Shares purchased
by it solely for passive investment purposes,
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. The parties shall jointly file a Tender Offer Statement on
Schedule 14D-1, concurrently issue the Offer to Purchase
contained therein and make the Offer.
2. The parties will allocate between themselves at the time of the
acceptance of Notes and Shares for payment any Notes or Shares
purchased pursuant to the Offer. Each party will pay for and own
separately the Notes and Shares allocated to it.
3. Each party will bear its own expenses in connection with the
Offer.
4. The Purchasers have reserved the right to make independent
determinations with respect to all matters requiring their
determination in connection with the above conditions.
5. Each party will be entitled to retain any profit, and will be
obligated to bear any loss incurred by it with respect to the
Notes and Shares owned by it.
6. At the time of payment for Notes and Shares all collective
action by the parties hereto shall cease, neither party hereto
shall act for the other in any capacity and each party shall
be permitted to take any actions with respect
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to the Notes and Shares owned by it deemed necessary or
appropriate by such party.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first set forth above.
Alliance Standard II L.L.C. Alliance Standard II Corp.
By: LJ Investments, L.L.C., its
managing member
By: JL Advisors II, LLC, its
managing member
By: ______________________________
▇▇▇▇▇ ▇. ▇▇▇▇, Director
By: ____________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
Member
By: ▇▇▇▇▇ Capital Management Group,
LLC, member
By: _____________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Member
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