EXHIBIT 99.1
PURCHASE AGREEMENT FOR COMMON SHARES
This Purchase Agreement for Common Shares (this "Agreement"), dated as
of January 29, 2004, is by and among ▇▇▇▇▇ & Steers Capital Management, Inc.
("▇▇▇▇▇ & Steers"), the client accounts of ▇▇▇▇▇ & Steers as set forth on
Schedule A (each, a "Purchaser" and collectively, the "Purchasers"), and The
Town and Country Trust (the "Seller").
WHEREAS, the Purchasers desire to purchase from Seller, and Seller
desires to issue and sell to the Purchasers, 1,410,000 common shares of
beneficial interest of Seller, par value $.01 per share (the "Shares") with the
number of shares to be acquired by each Purchaser set forth on Schedule A;
NOW, THEREFORE, in consideration of the mutual promises herein
contained, the parties hereto agree as follows:
1. Purchase and Sale. Subject to the terms and conditions hereof,
the Purchasers hereby agree to purchase from Seller, and
Seller agrees to issue and sell to the Purchasers, the Shares
at a price per share of $24.80 for an aggregate purchase price
of $34,968,000 (the "Purchase Price").
2. Representations and Warranties of Purchasers. Each Purchaser
represents and warrants that:
(a) Due Authorization. Such Purchaser is duly authorized
to purchase the Shares. This Agreement has been duly
authorized, executed and delivered by such Purchaser
and constitutes a legal, valid and binding agreement
of such Purchaser, or of ▇▇▇▇▇ & Steers on behalf of
such Purchaser, enforceable against such Purchaser in
accordance with its terms except as may be limited by
(i) the effect of bankruptcy, insolvency,
reorganization, moratorium or other similar laws
relating to or affecting the rights or remedies of
creditors or (ii) the effect of general principles of
equity, whether enforcement is considered in a
proceeding in equity or at law and discretion of the
court before which any proceeding therefore may be
brought.
(b) Prospectus and Prospectus Supplement. Such Purchaser
has received a copy of Seller's Prospectus dated
January 12, 2000, and Prospectus Supplement dated
January 29, 2004 (collectively, the "Prospectus").
(c) Not a Party in Interest; Disqualified Person. With
respect to Seller, such Purchaser is not a "party in
interest" as such phrase is used in the Employee
Retirement Income Security Act of 1974, as amended
("ERISA"), or a "disqualified person" as such phrase
is used in the Internal Revenue Code of 1986, as
amended ("Code").
(d) Not a Prohibited Transaction. The purchase of the
Shares from Seller will not give rise to a nonexempt
"prohibited transaction" under ERISA or the Code.
3. Representations and Warranties of Seller. Seller represents
and warrants that:
(a) Due Authorization. This Agreement has been duly
authorized, executed and delivered by Seller and
constitutes a legal, valid and binding agreement of
Seller, enforceable against Seller in accordance with
its terms except as may be limited by (i) the effect
of bankruptcy, insolvency, reorganization, moratorium
or other similar laws relating to or affecting the
rights or remedies of creditors or (ii) the effect of
general principles of equity, whether enforcement is
considered in a proceeding in equity or at law and
the discretion of the court before which any
proceeding therefore may be brought.
(b) Organization and Authority. Seller has been duly
organized and is validly existing in good standing as
a real estate investment trust under the laws of
Maryland, with full power and authority to own or
lease and occupy its properties and conduct its
business as described in the Prospectus.
(c) Issuance of the Shares. The Shares have been duly and
validly authorized and, when issued and delivered
pursuant to this Agreement, will be fully paid and
nonassessable and will be listed, subject to notice
of issuance, on the New York Stock Exchange effective
as of the Closing (as defined in Paragraph 6 of this
Agreement).
(d) Absence of Conflicts. The execution, delivery and
performance of this Agreement and the consummation of
transactions contemplated herein do not and will not
result in the creation or imposition of any lien,
charge or encumbrance upon any property or assets of
the Seller.
4. Representation and Warranty of ▇▇▇▇▇ & Steers. ▇▇▇▇▇ & Steers
hereby represents and warrants that (a) it is an investment
adviser duly registered with the Securities and Exchange
Commission under the Investment Advisers Act of 1940, (b) it
has been duly authorized to act as investment adviser on
behalf of each Purchaser; and (c) it has the power and
authority to enter into this Agreement on behalf of each
Purchaser.
5. Conditions to Obligations of the Parties. The obligations of
the parties hereto to effect the transactions contemplated by
this Agreement shall be subject to the satisfaction or waiver
at or prior to the Closing Time of the following conditions:
(a) Each of the representations and warranties of the
parties hereto shall be true and correct in all
respects;
(b) At Closing (as defined below), the Purchaser shall
have received the favorable opinion of counsel to the
Seller and a certificate of the officers of the
Seller, dated as of the Closing, in form and
substance reasonably satisfactory to the Purchaser.
6. Closing. The transactions contemplated hereby shall be
consummated on February 3, 2004 (such time and date of payment
and delivery being herein called the "Closing") on a delivery
versus payment basis in accordance with the "DTC ID System"
through ▇▇▇▇▇▇▇▇ & Company, Inc., or any appropriate affiliate
thereof (with each party to pay a commission of $.01 per share
to ▇▇▇▇▇▇▇▇ & Company, Inc.).
7. Governing Law. This Agreement shall be construed in accordance
with and governed by the substantive laws of the State of New
York.
8. Entire Agreement. This Agreement constitutes the entire
agreement between the parties hereto with respect to the
subject matter hereof and may be amended only in a writing
that is executed by each of the parties hereto.
9. Counterparts. This Agreement may be executed in separate
counterparts, each of which shall be deemed an original, and
all of which together shall be deemed to constitute one and
the same instrument.
IN WTINESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the date first above written.
THE TOWN AND COUNTRY TRUST
By:
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Chief Executive Officer
▇▇▇▇▇ & STEERS CAPITAL
MANAGEMENT, INC.
on behalf of itself and on behalf of
the Purchasers specified on Schedule A
By:
-------------------------------------
Name:
Title:
SCHEDULE A
Name of Client Number of Shares
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Admiral Insurance Company 40,000
Associated Electric Gas Insurance Services 11,900
Cornell University 17,400
▇▇▇▇▇ & Steers Equity Income Fund, Inc. 450,800
Kawase Hedge QIIO Daiwa ▇▇▇▇▇ & Steers
US REIT Income Open 11,000
Fairfax County Uniformed Retirement System 2,300
Jewish Community Federation of Cleveland 1,800
Land America Title Insurance Corporation 5,500
North Shore-Long Island Jewish Health System Pension 3,100
North Shore-Long Island Jewish Health System
Endowment 1,600
New York Blood Center 1,500
New York Community Trust 3,800
New York State Teachers' Retirement System 34,500
▇▇▇▇▇ & Steers Advantage Income Realty Fund, Inc. 150,000
▇▇▇▇▇ & Steers Quality Income Realty Fund, Inc. 50,000
▇▇▇▇▇ & Steers REIT and Utility Income Fund, Inc. 600,000
Sheet Metal Workers Pension Plan of Northern California 1,100
University of Mass. Foundation Inc. 2,200
United Mine Workers of America 1974 Pension Trust 21,500