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Exhibit 10.3
STOCK PURCHASE AGREEMENT
This Agreement is made as of this 13th day of November, 1998, by and
between the ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ CHARITABLE TRUST, an Indiana trust (the
"Trust"), and CENTRAL NEWSPAPERS, INC., an Indiana corporation (the "Company").
RECITALS
A. The Trust holds shares of the Class A and Class B common stock of the
Company (the "Shares").
B. The Company desires to purchase from the Trust and the Trust desires to
sell to the Company the equivalent of One Million Five Hundred Thousand
(1,500,000) shares of Class A Common Stock from the Shares (the "Redeemed
Shares").
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein and subject to and upon the terms and conditions hereinafter
set forth, it is hereby agreed as follows:
ARTICLE I
PURCHASE OF REDEEMED SHARES
1.1. This transaction may be completed through one or more closings in
increments of 500,000 shares each, however, all such closings must be completed
within thirty (30) days of the date hereof. On each date agreed upon by the
Trust and the Company as a closing date of this transaction (each such date
hereinafter referred to as a "Closing Date"), the Trust will deliver to the
Company, at the Company's offices in Indianapolis, Indiana, the certificate or
certificates representing the portion of the Redeemed Shares to be purchased at
such closing, a stock power duly executed in blank and such other instruments
as the Company shall deem necessary to transfer ownership of such shares to the
Company. At each such closing, the Company will deliver to the Trust a
certified or cashiers check or wire funds transfer in an amount equal to the
portion of the Purchase Price (as hereinafter defined) to be paid at such
closing. The aggregate purchase price for the Redeemed Shares is One Hundred
Million Five Hundred Thousand Dollars ($100,500,000) or $67 per Redeemed Share,
plus interest on such amount as is unpaid from time to time at the rate of five
percent (5%) per annum from the date hereof through the Closing Date,
calculated on the basis of a 365 day year (the "Purchase Price").
1.2. The Company represents and warrants as follows:
(a) This Agreement is the valid and binding obligation of the Company,
enforceable in accordance with its terms, and the execution and
performance of this Agreement by the Company will not result in any
violation of or be in conflict
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with or constitute a default under any contract, agreement, instrument,
judgment, decree or other indenture to which the Company is a party or by
which the Company otherwise is bound; and
(b) No person, corporation or other entity has, nor as a result of the
transactions contemplated hereby will have, any right, interest, or valid
claim against the Trust, the Company or any other person, for any
commission, fee or other compensation as a finder or broker or in any
similar capacity arising out of any action taken by the Company.
ARTICLE II
REPRESENTATIONS AND COVENANTS OF THE TRUST
The Trust hereby represents and warrants as follows as of each Closing Date:
(a) The Trust will be the sole owner of the Redeemed Shares, and that each of
the Redeemed Shares will be free and clear of liens, encumbrances, claims
of others and transfer restrictions of any kind with the exception of any
restrictive legend placed on the certificate(s);
(b) The Trust has full power and authority to sell the Redeemed Shares to the
Company in accordance with the provisions hereof;
(c) This Agreement is the valid and binding obligation of the Trust
enforceable in accordance with its terms, and the execution and
performance of this Agreement by the Trust will not result in any
violation of or be in conflict with or constitute a default under any
contract, agreement, instrument, judgment, decree or other indenture to
which the Trust is a party or by which the Trust otherwise is bound;
(d) No person, corporation or other entity has, nor as a result of the
transactions contemplated hereby will have, any right, interest, or valid
claim against the Trust, the Company or any other person, for any
commission, fee or other compensation as a finder or broker or in any
similar capacity arising out of any action taken by the Trust; and
(e) The Trust has had access to all information it desires concerning the
Company and its subsidiaries and operations, and has had the opportunity
to ask such questions of officers of the Company as the Trust has deemed
necessary or appropriate in order to enable the Trust to determine whether
to authorize the sale of the Redeemed Shares on the terms herein
specified. The Trust has reviewed all information it deems material to
making its decision to sell the Redeemed Shares hereunder.
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ARTICLE III
CONDITIONS PRECEDENT
All obligations of the parties under this Agreement are subject to the
arrangement of financing for the transaction on terms and conditions acceptable
to the Company.
ARTICLE IV
GENERAL
4.1. This transaction results from the Company exercising its option under
that certain Standstill and Option Agreement dated September 21, 1998 by and
between the Company and the Trust (the "Option Agreement"). The Option Agreement
and this Agreement constitute the entire agreement between the parties with
respect to the subject matter hereof and supersedes and merges all prior
understandings and agreements concerning the subject matter hereof. This
Agreement may only be modified or amended in writing.
4.2. This Agreement shall be governed and construed in all respects under
the laws of the State of Indiana.
4.3. This Agreement may be executed in counterparts, each one of which
shall constitute one and the same Agreement and each one of which shall be
deemed an original.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
CENTRAL NEWSPAPERS, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President and Secretary
THE ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ CHARITABLE TRUST
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Printed: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Trustee
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