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EXHIBIT 3(b)
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STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT ("Agreement") is made and entered into
as of May 10, 1999 by and among ZS Pubco I L.P., a Delaware limited partnership
("Buyer") and Court Square Capital Ltd. ("Seller").
1. PURCHASE AND SALE OF STOCK.
(a) Upon the terms and subject to the conditions contained herein, Seller
hereby irrevocably agrees to sell, convey, transfer, assign and deliver to
Buyer, and Buyer hereby agrees to acquire from Seller 314,178 shares (the
"Shares") of common stock, par value $.01 per share (the "Stock") of ▇▇▇▇ Group
Inc. (the "Company") at a price of $6.75 per share (the "Per Share Price"). The
closing of the transactions contemplated hereby (the "Closing") shall be held at
the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇,
at 10:00 a.m., local time, on the date that is ten (10) business days after the
satisfaction or waiver of all conditions to closing contained in paragraph 2
below or such other time and/or place as the parties hereto otherwise agree (the
"Closing Date").
(b) At the Closing Buyer shall pay to Seller an aggregate amount equal to
the product of the number of Shares to be purchased on such date and the Per
Share Price (the "Purchase Price"), by cashier's or certified check or wire
transfer of immediately available funds to an account or accounts designated by
Seller, and in consideration of the Purchase Price, Seller shall deliver or
cause to be delivered to the Buyer, certificates evidencing the number of Shares
being purchased at such Closing free and clear of any and all liens, claims,
pledges, charges, encumbrances or restrictions on transfer whatsoever, in each
case duly endorsed in blank for transfer or accompanied by stock powers duly
executed in blank or by such other instruments for transfer as shall be
reasonably acceptable to Buyer.
2. CLOSING CONDITIONS. The obligation of Buyer to purchase the Stock from
Seller hereunder is subject and conditioned upon the expiration of all
applicable waiting periods, if any, pursuant to the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust
Improvements Act of 1976, as amended. Buyer hereby agrees to use commercially
reasonable efforts to obtain the approvals (or waivers) required hereunder and
shall promptly file any such documents or provide such information as may be
reasonably necessary to obtain such approvals (or waivers) and shall promptly
respond to any inquiries from the relevant government officials with respect
thereto.
3. REPRESENTATIONS & WARRANTIES.
(a) Seller. As a material inducement to Buyer to purchase the
Shares, Seller hereby represents and warrants that: (i) this Agreement
constitutes the valid and legally binding
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obligation of the Seller, enforceable in accordance with its terms and
conditions; (ii) Seller is sophisticated in financial matters and is able to
evaluate the risks and benefits of the sale of the Shares; Seller has determined
that the sale of the Shares is suitable for the Seller, based upon its financial
situation and needs, as well as its other securities holdings; (iii) Seller has
had the opportunity to ask questions and receive answers concerning the terms
and conditions of the sale of the Shares and has had full access to such other
information concerning the Company and its subsidiaries and affiliates as he or
it, as the case may be, has requested in order to evaluate the merits and risks
inherent in selling the Shares; (iv) Seller has received and reviewed, or has
had the opportunity to review, all reports and other documents filed by the
Company with the Securities and Exchange Commission (the "SEC"); and (v) Seller
acknowledges that one or more affiliates of Buyer may be directors or officers
of the Company, and Seller acknowledges and agrees that OTHER THAN THE
REPRESENTATIONS SPECIFIED IN THIS AGREEMENT, NO PARTY HAS MADE NOR IS SELLER
RELYING UPON ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY TYPE,
INCLUDING WITHOUT LIMITATION ANY REPRESENTATIONS OR WARRANTIES CONCERNING THE
COMPANY'S PAST OR FUTURE PERFORMANCE, WHETHER POSITIVE OR NEGATIVE, OR AS TO THE
CURRENT OR FUTURE VALUE OF THE SHARES. THE PARTIES AGREE THAT THE PURCHASE PRICE
IS NOT BASED ON ANY CALCULATION OF THE COMPANY'S PAST OR FUTURE PERFORMANCE, BUT
HAS BEEN AGREED BY THE PARTIES IN AN ARM'S LENGTH NEGOTIATION.
(b) Buyer. As a material inducement to Seller to sell the Shares,
Buyer hereby represents and warrants that: (i) this Agreement constitutes the
valid and legally binding obligation of the Buyer, enforceable in accordance
with its terms and conditions; and (ii) except as provided herein, Buyer need
not give any notice to, make any filing with, or obtain any authorization,
consent, or approval of any government or governmental agency in order to
consummate the transactions contemplated by this Agreement.
4. GENERAL PROVISIONS.
(a) Termination. In the event that the Closing shall not have
occurred on or prior to the date that is 30 business days after the date hereof,
either Buyer or Seller shall have the right to terminate this Agreement by
giving written notice to the other and the sale and purchase of the Stock may be
abandoned. If this Agreement is terminated pursuant to this paragraph all rights
and obligations of the parties hereunder shall terminate and no party shall have
any liability to the other party except for obligations of the parties hereto
with respect to confidentiality, which shall survive the termination of this
Agreement.
(b) Confidentiality. Each of Buyer and Seller agrees that neither it
nor any of its directors, officers, employees, agents or affiliates, shall make
any public announcement with respect to this Agreement or the transactions
contemplated hereby, or disclose the terms or existence of this Agreement to any
third party, except to the extent required by applicable law, without the prior
written consent of the other party hereto.
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(c) Successors and Assigns. Except as otherwise provided herein,
this Agreement shall bind and inure to the benefit of and be enforceable by
Buyer, Seller and their respective successors and assigns.
(d) CHOICE OF LAW. THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF
THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL
LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS
OF LAWS OR CHOICE OF LAW OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION
WHICH WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY JURISDICTION OTHER THEN
THE STATE OF NEW YORK.
(e) Entire Agreement. This Agreement contains the complete agreement
between the parties and supersedes any prior understandings, agreements or
representations by or between the parties, written or oral, which may have
related to the subject matter hereof in any way.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed on the date and year first above written.
ZS PUBCO I L.P.
By: ZS PUBCO I L.L.C., its general partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Manager
COURT SQUARE CAPITAL LTD.
By: /s/
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Name:
Title: