-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RL0JFc3ZX+vuJ0chUGDof9uf9dlkdfOWjfQQD7b1on61ups8TQudMu9QUU771M/l q+aDCiRWzUQcbC1+eIoDrg== 0000950134-96-001803.txt : 19960510 0000950134-96-001803.hdr.sgml : 19960510 ACCESSION NUMBER: 0000950134-96-001803 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19960425 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960509 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMRE INC CENTRAL INDEX KEY: 0000809572 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION SPECIAL TRADE CONTRACTORS [1700] IRS NUMBER: 752041737 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09632 FILM NUMBER: 96558800 BUSINESS ADDRESS: STREET 1: 8585 N STEMMONS FRWY STREET 2: SOUTH TOWER CITY: DALLAS STATE: TX ZIP: 75247 BUSINESS PHONE: 2148197000 8-K 1 FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) APRIL 25, 1996 ----------------------------- AMRE, INC. - ------------------------------------------------------------------------------ (Exact Name of Registrant as Specified in Charter) DELAWARE 1-9632 75-2041737 - ------------------------------------------------------------------------------ (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 8585 N. STEMMONS FREEWAY, SOUTH TOWER, DALLAS, TX 75247 - ------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including are code: (214) 658-6300 ---------------------------- N/A - ------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) 2 All references herein to the Joint Proxy Statement/Prospectus refer to the Joint Proxy Statement/Prospectus dated March 27, 1996 (the "Joint Proxy Statement Prospectus") of AMRE, Inc., a Delaware corporation ("AMRE"), and Facelifters Home Systems, Inc., a Delaware corporation ("Facelifters") which is incorporated herein by reference as Exhibit 99.1. With respect to each contract, agreement or other document referred to herein, and filed with the Securities and Exchange Commission as an exhibit to this report, reference is made to the exhibit for a more complete description of the matter involved, and each such statement shall be deemed qualified in its entirety by such reference. ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. Stockholder Approval of the Merger Agreement and Consummation of the Merger. At a special stockholders' meeting held on April 25, 1996, the AMRE stockholders approved (i) that certain Agreement and Plan of Merger, dated as of October 31, 1995, as amended (the "Merger Agreement"), by and among AMRE, AMRE Acquisition, Inc., a wholly owned subsidiary of AMRE ("Merger Sub"), Facelifters and Facelifters Home Systems, Inc., a New York corporation, pursuant to which Merger Sub was to be merged with and into Facelifters (the "Merger") and (ii) an amendment to AMRE's Certificate of Incorporation to increase the number of shares of AMRE Common Stock (the "Charter Amendment"). The Facelifters stockholders also approved the Merger Agreement and the Merger contemplated thereby at a special meeting held for such purpose on April 25, 1996. The Merger became effective on April 25, 1996 (the "Effective Time") when a Certificate of Merger was issued by the Secretary of State of Delaware. See the sections entitled "Summary - The Special Meetings"; "-The Merger and the Merger Agreement"; "-Charter Amendment"; "Special Factors"; "The Merger Agreement"; and "AMRE Charter Amendment" in the Joint Proxy Statement/Prospectus, which sections are incorporated herein by reference in their entirety. Conversion of Facelifters' Common Stock. Pursuant to the terms of the Merger Agreement, each outstanding share of Facelifter's $0.01 par value common stock (the "Facelifters Common Stock"), at the Effective Time and thereafter, with no action on the part of the holder thereof, was converted into one share of AMRE's $0.01 par value common stock (the "AMRE Common Stock"). Based on the number of shares of Facelifters Common Stock outstanding on March 4, 1996, approximately 3,565,680 shares of AMRE Common Stock will be issued to holders of Facelifters Common Stock. See the sections entitled "Summary - The Merger and the Merger Agreement"; "Special Factors" and "The Merger Agreement" in the Joint Proxy Statement/Prospectus, which sections are incorporated herein by reference in their entirety. The preceding description of the Merger and the consummation thereof is not complete and is qualified in its entirety by the full text of the Merger Agreement, a copy of which is incorporated herein by reference as Exhibit 2.1 hereto, and the Joint Proxy Statement/Prospectus. 3 ITEM 5. OTHER EVENTS. On April 29, 1996 AMRE sold 800,500 shares of AMRE Common Stock in a private placement to institutional investors. The shares were placed at a discount from the market price in return for an agreement from the purchasers not to sell the shares for a minimum of 180 days. The purchasers were granted registration rights in connection with the sale. Net of sales charges and estimated fees, AMRE's proceeds from the placement were approximately $12,000,000. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. The following information is incorporated herein by reference to the Joint Proxy Statement/Prospectus. (A) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED (1) The financial statements referenced under "Index to Consolidated Financial Statements - Facelifters Home Systems, Inc." in the Joint Proxy Statement/Prospectus filed herewith as an exhibit are incorporated herein by reference. (B) PRO FORMA FINANCIAL INFORMATION (1) The pro forma financial statements referenced under "Index to Consolidated Financial Statements - AMRE, Inc." in the Joint Proxy Statement/Prospectus filed herewith as an exhibit are incorporated herein by reference. (C) EXHIBITS 2.1 Agreement and Plan of Merger dated as of October 31, 1995, among AMRE, Inc., AMRE Acquisition, Inc., a Delaware corporation, Facelifters Home Systems, Inc., a New York corporation, and Facelifters Home Systems, Inc., a Delaware corporation, together with all exhibits thereto (incorporated by reference to the Joint Proxy Statement/Prospectus filed herewith as an exhibit is incorporated herein by reference). *10.1 Common Stock Purchase Agreement dated as of April 22, 1996 by and among AMRE, Inc. and each of the Purchasers referred to therein. *10.2 Registration Rights Agreement dated as of April 22, 1996 by and among AMRE, Inc. and each of the Purchasers referred to therein. 99.1 Joint Proxy Statement/Prospectus of AMRE and Facelifters incorporated by reference to AMRE's Registration Statement on Form S-4, as amended (registration number 333-1755), of which the Joint Proxy Statement/Prospectus was a part. *99.2 Press Release issued by AMRE on April 26, 1996. *99.3 Manually signed report of Grant Thornton LLP. 4 * Filed herewith. - ------------------------------------------------------------ 5 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto. AMRE, INC. Date: May 9 , 1996 By: /s/ C. CURTIS EVERETT ----- --------------------------------- C. Curtis Everett Vice President-Law 6 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 2.1 Agreement and Plan of Merger dated as of October 31, 1995, among AMRE, Inc., AMRE Acquisition, Inc., a Delaware corporation, Facelifters Home Systems, Inc., a New York corporation, and Facelifters Home Systems, Inc., a Delaware corporation, together with all exhibits thereto (incorporated by reference to the Joint Proxy Statement/Prospectus filed herewith as an exhibit is incorporated herein by reference). *10.1 Common Stock Purchase Agreement dated as of April 22, 1996 by and among AMRE, Inc. and each of the Purchasers referred to therein. *10.2 Registration Rights Agreement dated as of April 22, 1996 by and among AMRE, Inc. and each of the Purchasers referred to therein. 99.1 Joint Proxy Statement/Prospectus of AMRE and Facelifters incorporated by reference to AMRE's Registration Statement on Form S-4, as amended (registration number 333-1755), of which the Joint Proxy Statement/Prospectus was a part. *99.2 Press Release issued by AMRE on April 26, 1996. *99.3 Manually signed report of Grant Thornton LLP. * Filed herewith EX-10.1 2 COMMON STOCK AGREEMENT 1 EXHIBIT 10.1 COMMON STOCK PURCHASE AGREEMENT Dated as of April 22, 1996 By and Among AMRE, INC. AND EACH OF THE PURCHASERS REFERRED TO HEREIN 2 TABLE OF CONTENTS
Page ---- SECTION 1. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1.1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1.2. Accounting Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 SECTION 2. PURCHASE AND SALE OF COMMON STOCK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 2.1. Purchase and Sale of Common Stock; the Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 SECTION 3. CLOSING CONDITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 3.1. Conditions to the Obligations of Each Purchaser . . . . . . . . . . . . . . . . . . . . . . . . . . 4 3.2. Conditions to the Obligations of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 SECTION 4. REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 4.1. Representations and Warranties of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 4.2. Representations and Warranties of the Purchasers . . . . . . . . . . . . . . . . . . . . . . . . . . 9 SECTION 5. FEES AND EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 5.1. General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 SECTION 6. INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 6.1. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 SECTION 7. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 7.1. Survival of Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 7.2. Lock-Up Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 7.3. Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 7.4. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 7.5. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 7.6. Amendment and Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 7.7. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 7.8. Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 7.9. Determinations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 7.10. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 7.11. Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 7.12. Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Exhibits: A - Form of Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P i 3 COMMON STOCK PURCHASE AGREEMENT THIS COMMON STOCK PURCHASE AGREEMENT (the "Agreement") dated as of April 22, 1996, by and among AMRE, Inc. (the "Company") and each of the Purchasers (as hereinafter defined). In consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: SECTION 1. DEFINITIONS. 1.1. Definitions. As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated: "Act" means the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder. "Affiliate" means, with respect to any Person, any Person that, directly or indirectly, controls, is controlled by or is under common control with, such Person in question. For the purposes of this definition, "control" (including, with correlative meanings, the terms "controlled by" and "under common control with"), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or by contract or otherwise. "Agreement" means this Agreement as the same may be amended, supplemented or modified in accordance with the terms hereof and in effect. "Basic Documents" means, collectively, this Agreement and the Registration Rights Agreement. "Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in the City of New York are authorized and obligated by law to close. "Closing" has the meaning assigned to that term in SECTION 2.1 hereof. "Closing Date" means the date specified pursuant to SECTION 2.1 hereof. "Code" means the Internal Revenue Code of 1986, as amended, and any successor code thereto. 1 4 "Commission" means the Securities and Exchange Commission or any similar agency then having jurisdiction to enforce the Act. "Common Stock" means the Common Stock, par value $.01 per share, of the Company. "Company" means AMRE, Inc., a Delaware corporation. "Damages" has the meaning assigned to that term in SECTION 6.1.1 hereof, "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder. "First Closing" has the meaning assigned to that term in SECTION 4.1.9 hereof. "Listing Application" has the meaning assigned to that term in SECTION 3.1.7 hereof. "Majority of the Purchasers" means those Purchasers which, at the time of determination thereof, individually or in the aggregate, are committed to purchase pursuant to this Agreement (or, after the Time of Purchase, have purchased) Common Stock equal to a majority of the aggregate purchase price of all of the Common Stock to be purchased pursuant hereto. "NYSE" has the meaning assigned to that term in SECTION 3.1.7 hereof. "Person" means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, joint stock company, government (or any agency or Political subdivision thereof) or other entity of any kind. "Private Placement Offering Materials" means (i) the Company's Annual Report on Form 10-K for the year ended December 31, 1995, (ii) the Company's Registration Statement on Form S-4 relating to the proposed acquisition of Facelifters Home Systems, Inc., (iii) the Company's Registration Statement on Form S-4 relating to the proposed acquisition of Congressional Construction, Inc. and (iv) certain internal financial and operating data provided by the Company under separate cover, each as supplemented and/or amended from time to time. "Purchaser" means each Person who accepts and agrees to the terms hereof as indicated by signature on an execution page of this Agreement. "Registration Rights Agreement" means the registration rights agreement dated of even date hereof by and among the Company and the Purchasers. "Securities" means the shares of Common Stock purchased pursuant hereto. 2 5 "State" means any of the states of the United States, the District of Columbia and the Commonwealth of Puerto Rico. "State Commission" means any agency of any State having jurisdiction to enforce such State's securities laws. "Subsidiary" or "subsidiary" means, with respect to any Person, (i) a corporation a majority of whose capital stock with the voting power, under ordinary circumstances, to elect directors is at the time, directly or indirectly, owned by such Person, by one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries thereof or (ii) any other Person (other than a corporation) in which such Person, one or more Subsidiaries thereof or such Person and one or more Subsidiaries thereof, directly or indirectly, at the date of determination thereof has at least a majority of the voting interest. "Time of Purchase" has the meaning provided therefor in SECTION 2.1 of this Agreement. 1.2. Accounting Terms. All accounting terms used herein not expressly defined in this Agreement shall have the respective meanings given to them in accordance with sound accounting practice. The term "sound accounting practice" shall mean such accounting practice as, in the opinion of the independent accountants regularly retained by the Company, conforms at the time to generally accepted accounting principles in the United States applied on a consistent basis except for changes with which such accountants concur. All determinations as to which accounting principles apply shall be made in accordance with sound accounting practice. SECTION 2. PURCHASE AND SALE OF COMMON STOCK. 2.1. Purchase and Sale of Common Stock; the Closing. Subject to the terms and conditions herein set forth, the Company agrees that it will sell to each Purchaser, and each such Purchaser agrees, severally and not jointly, that it will purchase from the Company, at the Time of Purchase, the number of shares of Common Stock set forth below each such Purchaser's signature on the execution page hereof relating to such Purchaser at a price equal to $15.75 per share. The sale and purchase of the Common Stock shall take place at one or more closings (each of which is referred to as "Closing") to be held at such time as the Company shall promptly specify by notice to each Purchaser (other than the Purchasers for which the sale and purchase of the Common Stock has been concluded). The date on which the Closing is scheduled to take place is herein called the "Closing Date." The time at which such Closing is concluded is herein called the "Time of Purchase." 3 6 Delivery of the Common Stock to be purchased by a Purchaser pursuant to this Agreement shall be made at the Closing by the Company delivering to such Purchaser, against payment of the purchase price therefor, an appropriate Common Stock certificate or certificates for the total number of shares of Common Stock to be purchased by such Purchaser hereunder (registered in the name of such Purchaser or its nominee as set forth on the signature page hereto). Payment of the agreed purchase price for the Common Stock to be purchased hereunder shall be made by wire transfer in immediately available funds to such account of the Company as shall have been furnished to the Purchasers. SECTION 3. CLOSING CONDITIONS. 3.1. Conditions to the Obligations of Each Purchaser. The obligation of each Purchaser to purchase and pay for the Common Stock to be purchased by it at the Closing and to perform any obligations hereunder shall be subject to the satisfaction or waiver of the following conditions at the Time of Purchase: 3.1.1. Opinion of Counsel. Each Purchaser shall have received an opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P., counsel for the Company, dated the Closing Date and addressed to it and each other Purchaser and in the form set forth on EXHIBIT "A" hereto. In rendering the foregoing opinion, such counsel may rely as to factual matters upon certificates or other documents furnished by officers or directors of the Company, and by government officials, and upon such other documents as such counsel deem appropriate as a basis for their opinion. Such counsel may specify the jurisdiction(s) in which they are admitted to practice and that they are not admitted to practice in any other jurisdiction(s) or experts in the law of any other jurisdiction. To the extent their opinion concerns the laws of any other such jurisdiction, such counsel may rely upon an opinion of counsel admitted to practice in such jurisdiction(s). Any opinion relied upon by such counsel as aforesaid shall be delivered to each Purchaser together with the opinion of such counsel, which opinion shall state that such counsel believes that their and each Purchasers' reliance thereon is justified. 3.1.2 Representations and Warranties True. The representations and warranties of the Company contained in SECTION 4 hereof shall be true and correct in all material respects at and as of the Time of Purchase as if made at and as of the Time of Purchase. 4 7 3.1.3. Compliance with this Agreement. The Company shall have performed and complied in all material respects with all of its agreements and conditions set forth herein which are required to be performed or complied with by it on or before the Closing Date. 3.1.4. Officers' Certificates. Each Purchaser or their special counsel shall have received certificates at the Time of Purchase and dated the Closing Date and signed by the President, or by a Vice President, of the Company certifying that the conditions set forth in SECTIONS 3.1.2, 3.1.3, 3.1.7 and 3.1.8 have been satisfied on and as of such date. 3.1.5. All Proceedings Satisfactory. All corporate and other proceedings taken prior to or at the Closing in connection with the transactions contemplated by this Agreement, and all documents and evidences thereto, shall be reasonably satisfactory in form and substance to a Majority of the Purchasers, and the Purchasers shall receive such copies thereof and other materials (certified by an officer of the Company, if requested) as they may reasonably request in connection therewith. 3.1.6. Purchase Permitted by Applicable Laws; Legal Investment. As to each Purchaser, the purchase of and payment for the Common Stock to be purchased by such Purchaser hereunder (i) shall not be prohibited by any applicable law or governmental regulation (including, without limitation, Regulation G, T, U or X of the Board of Governors of the Federal Reserve System), (ii) shall not subject such Purchaser to any penalty or, in its reasonable judgment, other onerous condition under or pursuant to any applicable law or governmental regulation, and (iii) shall be permitted by the laws and regulations of the jurisdictions to which it is subject. 3.1.7 Listing of Common Stock. The Company shall have filed an additional listing application (the "Listing Application") with the New York Stock Exchange, Inc. (the "NYSE") covering the Securities to be sold to the Purchasers pursuant hereto. Such Listing Application shall comply in all material respects with the rules and regulations of the NYSE and the Securities shall have been approved for listing on the NYSE, subject to official notice of issuance, prior to the First Closing. 3.1.8 Registration Rights Agreement. The Company shall have entered into the Registration Rights Agreement for the benefit of the Purchasers of the Securities and each Purchaser purchasing Securities shall have received a copy of the Registration Rights Agreement duly executed by the Company. 5 8 3.2. Conditions to the Obligations of the Company. The obligations of the Company to issue and sell the Common Stock pursuant to the terms of this Agreement shall be subject to satisfaction or waiver of the following conditions: (i) the Company shall have received (or shall have previously closed), in the aggregate, subscriptions to purchase Common Stock totalling at least one million (1,000,000) shares of Common Stock, (ii) the representations and warranties made by the Purchasers at such Closing herein shall be true and correct in all material respects at and as of the Time of Purchase with the same effect as though such representations and warranties had been made at and as of the Time of Purchase, (iii) no statute, rule or regulation shall have been enacted or promulgated by any governmental authority which prohibits the consummation of the transaction contemplated hereby, and there shall be no order or injunction of a court of competent jurisdiction in effect precluding the consummation of this Agreement, (iv) each Purchaser shall have executed and delivered the Registration Rights Agreement and (v) the Company shall have received all third party consents necessary to consummate the transactions contemplated hereby. SECTION 4. REPRESENTATIONS AND WARRANTIES. 4.1. Representations and Warranties of the Company. The Company represents and warrants to each Purchaser that as of the date hereof and as of the Time of Purchase, except as disclosed in the Private Placement Offering Materials: 4.1.1 Organization. Each of the Company and its subsidiaries is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its organization, and each is qualified to do business as a foreign corporation in each jurisdiction in which such qualification is required except when the failure to be so qualified would not have a material adverse effect on the financial condition or results of operations of the Company and its subsidiaries, taken as a whole. Each of the Company and its subsidiaries has all required corporate power and authority to own its property and to carry on its business as currently conducted and as contemplated by the Private Placement Offering Materials. The copies of the Certificate of Incorporation and Bylaws of the Company, as amended to date, and the charter and bylaw documents of the Company's subsidiaries, as amended to date, which have been furnished to counsel for the Purchasers by the Company are correct and complete at the date hereof. The Company is not in violation of any term of its Certificate of Incorporation or any material terms of its Bylaws. 4.1.2 Subsidiaries. All the currently outstanding shares of capital stock of the Company's subsidiaries have been duly and validly authorized and issued and are fully paid and non-assessable and all outstanding shares of such subsidiaries are owned by the Company. There are no outstanding warrants, options or other rights to purchase or acquire any shares of capital stock of the Company's subsidiaries nor any outstanding securities convertible into such shares or outstanding warrants, options or other rights to acquire any such convertible securities. There are no preemptive rights with respect to the issuance or sale of the Company's subsidiaries' capital stock nor are there any restrictions on the transfer of such shares other than those arising from federal and state securities laws. 6 9 4.1.3 Authority Relative to the Basic Documents. The Company has all required corporate power and authority to execute and deliver this Agreement and the Registration Rights Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Company of this Agreement and the Registration Rights Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of the Company, and no other corporate proceedings on the part of the Company are necessary for the execution and delivery of this Agreement and the Registration Rights Agreement, the performance of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by the Company, and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms subject to (i) applicable liquidation, conservatorship, bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other laws affecting creditors' rights or the collection of debtor's obligations generally from time to time in effect; (ii) general principles of equity (whether enforceability is considered in a proceeding in equity or at law), including the qualification that the availability of the remedies of specific performance or injunctive relief or other equitable remedies is subject to the discretion of the court before which any such proceeding therefor may be brought and including standards of good faith, fair dealing and reasonableness that may be applied by a court to the exercise of certain rights and remedies; and (iii) federal or state securities laws and the policies embodied therein. The Registration Rights Agreement, when executed by the Company, will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms subject to (i) applicable liquidation, conservatorship, bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other laws affecting creditors' rights or the collection of debtor's obligations generally from time to time in effect; (ii) general principles of equity (whether enforceability is considered in a proceeding in equity or at law), including the qualification that the availability of the remedies of specific performance or injunctive relief or other equitable remedies is subject to the discretion of the court before which any such proceeding therefor may be brought and including standards of good faith, fair dealing and reasonableness that may be applied by a court to the exercise of certain rights and remedies; and (iii) federal or state securities laws and the policies embodied therein. The Securities to be purchased by the Purchasers hereunder have been duly and validly authorized by the Company and, when issued and paid for, will be fully paid and nonassessable and free of preemptive or other similar rights and approved for listing, upon official notice of issuance, on the NYSE; and the stock certificates evidencing such Securities will be in due and proper form. 4.1.4 No Violation. Neither the execution and delivery of this Agreement or the Registration Rights Agreement, nor the consummation of the transactions contemplated hereby or thereby, nor compliance by the Company with any of the provisions hereof or thereof will (i) conflict with or result in any breach of any provision of the Certificate of Incorporation or Bylaws of the Company; (ii) require any consent or approval or notice under (other than consents or approvals obtained and notices made), or result in a violation or breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or, provisions of any material note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which the Company is a party or by which the Company or any of its properties or assets may be subject; 7 10 or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its properties or assets. 4.1.5 Financial Statements, Disclosure. The audited financial statements of the Company and its consolidated subsidiaries for the fiscal years ended December 31, 1995, 1994 and 1993, together with the notes related thereto, contained in the Private Placement Offering Materials, present fairly, in all material respects, the financial position of the Company and its consolidated subsidiaries as of the respective dates of the balance sheets included therein and the results of operations and the changes in financial position of the Company and its consolidated subsidiaries for such fiscal years, all in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved, and, except as may be disclosed elsewhere in the Private Placement Offering Materials, there has been no material adverse change in the financial condition of the Company since December 31, 1995 through the date hereof. The Private Placement Offering Materials, this Agreement, the Registration Rights Agreement, any agreement or document attached hereto, and any certificates delivered by the Company in connection with the Closing, taken as a whole, do not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements contained herein or therein not misleading in light of the circumstances under which they were made. 4.1.6 Litigation. There are no actions, suits, proceedings or investigations pending or, to the best of the knowledge of the Company, threatened against the Company or any of its subsidiaries before or by any court, governmental agency or regulatory authority (federal, state, local or foreign) which (i) if adversely determined could reasonably be expected to have a material adverse effect on the operations, business, property, assets or financial condition of the Company and its subsidiaries taken as a whole or (ii) relate to or challenge the legality, validity or enforceability of this Agreement, the Registration Rights Agreement or any of the agreements and instruments contemplated hereby or thereby. 4.1.7 Governmental Consents. No consents, waivers, approvals or authorizations of, or filings, registrations or qualifications with, any governmental authority is required on the part of the Company as a condition to the execution, delivery and performance of this Agreement or the Registration Rights Agreement or the offer, issuance, sale or delivery of the Securities to be purchased hereunder, other than (i) the filing and approval of the Listing Application, and (ii) the filings, registrations or qualifications that may be required to be made or obtained under the securities or "blue sky" laws of any state of the United States of America, all of which shall have been made, obtained, filed and/or approved, as the case may be, on or prior to the First Closing, or except as may be required by the Company to perform its obligations under the Registration Rights Agreement. 4.1.8 Brokers. The Company has not dealt with any broker, finder, commission agent or other similar person in connection with the sale of the Securities and the transactions contemplated by this Agreement, other than Stockbridge Partners, Inc. (the "Placement Agent"), and the Company is not under any obligation to pay, and has not caused any Purchaser to become liable for, any broker's fee or commission in connection with such transactions other than the Company's obligation to the Placement Agent. 8 11 4.1.9 Capitalization. The authorized capital stock of the Company consists of 20,000,000 shares of Common Stock, $.01 par value, of which 14,127,791 shares were issued and outstanding as of April 15, 1996, and 1,000,000 shares of preferred stock, par value, $.10, of which 300,000 shares had been properly designated as Senior Convertible Preferred Stock, par value $0.10 and were issued and outstanding prior to the initial closing of sales of the Common Stock hereunder (the "First Closing"). All of the outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable and are free of preemptive rights and are listed on the NYSE. There are an additional 2,378,726 shares of Common Stock which are reserved and available for issuance pursuant to options granted by the Board of Directors of the Company. Other than the foregoing (including the Company's Senior Convertible Preferred Stock, par value $0.10) and except (i) as provided in the Rights Agreement dated as of November 13, 1992, between the Company and The Bank of New York and (ii) for shares of Common Stock to be issued in connection with the acquisitions of Facelifters Home Systems, Inc. and Congressional Corporation as described in the Privte Placement Offering Materials), the Company has no outstanding capital stock or securities convertible into or exchangeable for any shares of its stock, or any rights (either preemptive or other) to subscribe for or to purchase, or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to, any stock or any stock or securities convertible into or exchangeable for any stock. The Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire, redeem or retire any shares of its stock or any securities convertible into or exchangeable for any stock. There are no material voting trusts or other agreements or understandings with respect to the voting of the capital stock of the Company to which the Company is a party or of which the Company has knowledge. 4.1.10 Compliance with Applicable Laws. The businesses of the Company and its subsidiaries are not being conducted in violation of any law, ordinance or regulation of any governmental body or agency, federal, state or local, except for possible violations which individually or in the aggregate would reasonably be expected to have a material adverse change in the condition (financial or otherwise), business or results of operations of the Company and its subsidiaries taken as a whole. 4.2. Representations and Warranties of the Purchasers. Each Purchaser, severally and not jointly, represents and warrants to, and covenants and agrees with the Company, as follows: 4.2.1 Authority. The execution of the Basic Documents has been duly authorized by all necessary action on the part of the Purchaser, and the Basic Documents have been duly executed and delivered and constitute valid, legal, binding and enforceable agreements of the Purchaser. 4.2.2 Investment. The Purchaser is acquiring the Securities to be purchased by such Purchaser hereunder for its own account, for investment, and not with a view to any "distribution" thereof within the meaning of the Act. 9 12 4.2.3 Restrictions on Transfer. The Purchaser understands that because the Securities have not been registered under the Act, it cannot dispose of any or all of the Securities unless such Securities are subsequently registered under the Act or exemptions from such registration are available. The Purchaser acknowledges and understands that, except as provided in the Registration Rights Agreement, it has no independent right to require the Company to register the Securities. The Purchaser further understands that the Company may, as a condition to the transfer of any of the Securities, require that the request for transfer be accompanied by opinion of counsel, in form and substance satisfactory to the Company, to the effect that the proposed transfer does not result in violation of the Act, unless such transfer is covered by an effective registration statement under the Act. The Purchaser understands that each certificate representing the Securities will bear the following legend or one substantially similar thereto: The shares represented by this certificate have not been registered under the Securities Act of 1933. These shares have been acquired for investment and not with a view to distribution or resale, and may not be sold, mortgaged, pledged, hypothecated or otherwise transferred without an effective registration statement for such shares under the Securities Act of 1933, or an opinion of counsel satisfactory to AMRE, Inc. that registration is not required under such Act. 4.2.4 Sophistication. The Purchaser is knowledgeable and experienced in business and financial matters and capable of evaluating the merits and risks of the investment in the Securities, is able to bear the economic risk of loss of its investment in the Company, has been granted the opportunity to make a thorough investigation of the affairs of the Company, and has availed itself of such opportunity either directly or through its authorized representative. Each Purchaser acknowledges that it has received and read the Private Placement Offering Materials. 4.2.5 Private Offering. The Purchaser has been advised that the Securities have not been and are not being registered under the Act or under the "blue sky" laws of any jurisdiction and that the Company in issuing the Common Stock in reliance upon, among other things, the representations and warranties of each Purchaser contained in this SECTION 4.2 in concluding that each such issuance is a "private offering" and does not require compliance with the registration provisions of the Act. 4.2.6 No Broker's or Finder's Fee. Except for the Placement Agent's agreement with the Company, there are no valid claims for brokerage commissions, finder's fees or similar compensation in connection with the transactions contemplated by this Agreement based on any arrangement or agreement made by or on behalf of such Purchaser. 4.2.7 Accredited Investor. The Purchaser is an "accredited investor" within the meaning of Rule 501 under the Act. 4.2.8 Not Existing Shareholder. The Purchaser does not currently own, and has not owned since prior to November 20, 1995, an equity securities of the Company or any securities convertible into or exchangeable for equity securities of the Company. 10 13 4.2.9 Forward Looking Statements. The Purchaser acknowledges that the Private Placement Offering Materials contain certain forward looking statements within the meaning of the Private Securities Litigation Reform Act and that the "Risk Factors" sections contained in the Private Placement Offering Materials set forth certain factors that could cause the actual results of the Company to differ materially from those contained in the forward looking statements. SECTION 5. FEES AND EXPENSES. 5.1. General. The Company agrees to pay the following expenses relating to this Agreement: (a) the cost of reproduction, execution and delivery of this Agreement, the Registration Rights Agreement and any other documents contemplated hereby or thereby; (b) the cost of delivering to each Purchaser's designated office, insured to its reasonable satisfaction, the Securities purchased by such Purchaser at the Closing; (c) all reasonable expenses relating to any amendment or modification of, or any waiver or consent under this Agreement or the Registration Rights Agreement; and (d) all other fees and expenses incurred by the Company. SECTION 6. INDEMNIFICATION. 6.1. Indemnification. 6.1.1 Subject to the terms and conditions of this SECTION 6.1, the Company agrees to indemnify each Purchaser and any Affiliate thereof against and hold each of them harmless from all losses, claims, obligations, demands, assessments, penalties, liabilities, costs, damages, reasonable attorneys' fees and expenses (collectively, "Damages"), incurred by such Purchaser or any Affiliate thereof by reason of or resulting from a breach by the Company of any representation, warranty, covenant or agreement contained herein. 6.1.2 Subject to the terms and conditions of this SECTION 6.1, each Purchaser agrees to indemnify the Company and any Affiliate thereof against and hold each of them harmless from all Damages asserted against or incurred by the Company or any affiliates thereof by reason of or resulting from a breach by the Purchaser of any representation, warranty, covenant or agreement contained herein. 6.1.3 The respective obligations and liabilities of the Company and each Purchaser (the "indemnifying party") to the other (the "party to be indemnified") under SECTIONS 6.1.1 and 6.1.2 hereof with respect to claims resulting from the assertion of liability by third parties shall be subject to the following terms and conditions: 11 14 (a) Within 20 days (or such earlier time as might be required to avoid prejudicing the indemnifying party's position) after receipt of notice of commencement of any action evidenced by service of process or other legal pleading, or with reasonable promptness after the assertion in writing of any claim by a third party, the party to be indemnified shall give the indemnifying party written notice thereof together with a copy of such claim, process or other legal pleading, and the indemnifying party shall have the right to undertake the defense thereof by representatives of its own choosing and at its own expense; provided, however, that the party to be indemnified may participate in the defense with counsel of its own choice and at its own expense. (b) In the event that the indemnifying party, by the 30th day after receipt of notice of any such claim (or, if earlier, by the 10th day preceding the day on which an answer or other pleading must be served in order to prevent judgment by default in favor of the person asserting such claim), does not elect to defend against such claim, the party to be indemnified will (upon further notice to the indemnifying party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and risk of the indemnifying party and at indemnifying party's expense, subject to the right of the indemnifying party to assume the defense of such claim at any time prior to settlement, compromise or final determination thereof. (c) Anything in this SECTION 6.1 to the contrary notwithstanding, the indemnifying party shall not settle any claim without the consent of the party to be indemnified unless such settlement involves only the payment of money and the claimant provides to the party to be indemnified a release from all liability in respect of such claim. If the settlement of the claim involves more than the payment of money, the indemnifying party shall not settle the claim without the prior consent of the party to be indemnified which consent shall not be unreasonably withheld. (d) The party to be indemnified and the indemnifying party will each cooperate with all reasonable requests of the other. 6.1.4 The remedies provided in this SECTION 6.1 shall not be exclusive of any other rights or remedies available by one party against the other, either at law or in equity. 6.1.5 Notwithstanding anything to the contrary in this SECTION 6.1, the indemnification and contribution provisions of the Registration Rights Agreement shall govern any claim made with respect to registration statements filed pursuant thereto. SECTION 7. MISCELLANEOUS. 7.1. Survival of Provisions. All of the representations, warranties and covenants of the Company and the Purchasers made herein and each of the provisions of SECTIONS 4, 5, 6 and 7.1 shall survive (i) the execution and delivery of the Securities and closing under this Agreement, (ii) any 12 15 investigation by or on behalf of any Purchaser, the Company or any Affiliate of either party, acceptance by the Purchasers of any of the Common Stock and payment therefor and (iii) the termination of this Agreement, until April 22, 1998. 7.2. Lock-Up Agreement. Each Purchaser agrees not, directly or indirectly, to offer to sell, sell or contract to sell or otherwise dispose of any of the shares of Common Stock acquired hereunder for a period of six months from the date on which the Closing of the purchase and sale of such shares of Common Stock occurs. Each Purchaser agrees and consents to the entry of stop transfer instructions with the Company's transfer agent against any transfer of shares of Common Stock held by such Purchaser not in compliance with the provisions of this Section 7.2. 7.3. Termination. This Agreement may be terminated (as to the party electing to so terminate it) at any time prior to the Time of Purchase: (a) by the Company, if any of the conditions specified in SECTION 3.2 of this Agreement have not been met or waived by the Company pursuant to the terms of this Agreement by 12:00 midnight on May 31, 1996 or at such earlier date that it becomes apparent that any such condition can no longer be satisfied; (b) by any Purchaser if any of the conditions specified in SECTION 3.1 of this Agreement has not been met or waived pursuant to the terms of this Agreement by 12:00 midnight on May 31, 1996 or at such earlier date that it becomes apparent that any such condition can no longer be satisfied. 7.4. Notices. All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall be by registered or certified first-class mail, return receipt requested, or by courier service or personal delivery with recipient signature confirmation: (a) if to a Purchaser at its address set forth on the signature page hereof; and (b) if to the Company, at the following address: AMRE, Inc. 8585 Stemmons Freeway South Tower, Eighth Floor Dallas Texas 75247-3805 Fax: (214) 658-6101 Attention: Corporate Secretary 13 16 With a copy to: Akin, Gump, Strauss, Hauer & Feld, L.L.P. 1700 Pacific Avenue, Suite 4100 Dallas, Texas 75201-4618 Fax: (214) 969-4343 Attention: Gary M. Lawrence, P.C. All such notices and communications shall be deemed to have been duly given: when delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; and on the day delivered, if sent by courier service. 7.5. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto, other than transferees of Common Stock as such. 7.6. Amendment and Waiver. 7.6.1 No failure or delay on the part of the Company or any Purchaser in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Company or any Purchaser at law or in equity or otherwise. No waiver of or consent to any departure by the Company or any Purchaser from any provision of this Agreement shall be effective unless signed in writing by the party entitled to the benefit thereof, provided that notice of any such waiver shall be given to each party hereto as set forth below. Except as otherwise provided herein, no amendment, modification or termination of any provision of this Agreement shall be effective unless signed in writing by a Majority of the Purchasers. Any amendment, supplement or modification to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by the Company from the terms of any provision of this Agreement, shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances. 7.6.2 The Company shall not, directly or indirectly, pay or cause to be paid any remuneration, whether by way of interest, fee or otherwise, to any holder of any Securities as consideration for or as an inducement to the purchase by a holder of Securities or to any consent, waiver or amendment of any of the terms and provisions of this Agreement unless such remuneration is paid to all holders. 14 17 7.7. Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 7.8. Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. 7.9. Determinations. All determinations to be made by the Company or any Purchaser hereunder shall be made by it in its sole discretion. 7.10. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS. 7.11. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, in such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 7.12. Entire Agreement. The Basic Documents, together with the exhibits thereto, are intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein or therein. The Basic Documents, together with the exhibits hereto and thereto, supersede all prior agreements and understandings between the parties with respect to such subject matter. 15 18 COMMON STOCK PURCHASE AGREEMENT SIGHATURE PAGE IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by thier respective officers hereunto duly authorized, as of the date first above written. AMRE, INC. By: /s/ ROBERT M SWARTZ ----------------------------------- Name: Robert M. Swartz --------------------------------- Title: President & CEO -------------------------------- 16 19 COMMON STOCK PURCHASE AGREEMENT SIGNATURE PAGE Accepted and Agreed to as of the date first above written: Basil Regan ------------------------------ [Name of Purchaser]* By: /s/ BASIL REGAN ------------------------------ [Please sign above this line] Name and Title of Person Signing*: Basil Regan ------------------------------ Address* 6 East 43rd St. ------------------------ New York, NY 10017 ------------------------ ------------------------ Fax: (212) 681-0898 -------------------- Aggregate number of Shares of Common Stock to be purchased by Purchaser: 50,000 Shares. - ---------- Nominee (name in which the Stock is to be registered, if different than name of Purchaser) REGAN PARTNERS L.P. ---------------------------------------------- Denominations in which certificates are to be issued (if more than one certificate): -------------------- *Please print or type 17 20 COMMON STOCK PURCHASE AGREEMENT SIGNATURE PAGE Accepted and Agreed to as of the date first above written: Linder Growth Fund, a series of Linder ------------------------------ [Name of Purchaser]* By: /s/ LARRY CALLAHAN ------------------------------ [Please sign above this line] Name and Title of Person Signing*: Larry Callahan, Vice President Linder Growth Fund. --------------------------------------- Address* 7711 Carondelet Ave. ------------------------ Suite 700 ------------------------ St. Louis, MO 63105 ------------------------ Fax: 314-727-9306 -------------------- Aggregate number of Shares of Common Stock to be purchased by Purchaser: 500,000 Shares. - ---------- Nominee (name in which the Stock is to be registered, if different than name of Purchaser) ---------------------------------------------- Denominations in which certificates are to be issued (if more than one certificate): -------------------- *Please print or type 17 21 COMMON STOCK PURCHASE AGREEMENT SIGNATURE PAGE IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the dae first above written. PURCHASER ZESIGER CAPITAL GROUP LLC, attorney-In-Fact for the Purchasers Identified in Schedule A By: /s/ ANDREW D. ZACKS ------------------------------ Andrew D. Zacks, Manager Address: Zesiger Capital Group LLC 329 Park Avenue New York, NY 10023 18 22 SCHEDULE A
No. of No. of Purchaser Shares Certificates Registered Holder --------- ------ ------------ ----------------- - ------------------------------------------------------------------------------------------------------------------------- Donvest Equities L.P. 3,500 1 Kinco & Co. - ------------------------------------------------------------------------------------------------------------------------- William B. Lazar 2,700 1 William B. Lazar - ------------------------------------------------------------------------------------------------------------------------- Maehorn Investment Partnership I L.P. 3,500 1 Maehorn Investment Partnership I L.P. - ------------------------------------------------------------------------------------------------------------------------- Morgan Trust Co. of the Bahamas 5,000 1 Morgan Trust Co. of the Bahamas - ------------------------------------------------------------------------------------------------------------------------- Harold & Grace Williams JTWROS 3,000 1 Harold & Grace Williams JTWROS - ------------------------------------------------------------------------------------------------------------------------- Jennifer Altman Foundation 6,500 1 Batrus & Co. - ------------------------------------------------------------------------------------------------------------------------- Dr. Charles L. Berman IRA Rollover 1,000 1 Dr. Charles L. Berman IRA Rollover - ------------------------------------------------------------------------------------------------------------------------- Denvor Orthopedic Specialist R.P. Mack 1,500 1 Alpine & Co. - ------------------------------------------------------------------------------------------------------------------------- Herr Foods Inc. Profit Sharing Plan 4,000 1 Herr Foods Inc. Profit Sharing Plan - ------------------------------------------------------------------------------------------------------------------------- National Federation of Independent Business 3,000 1 Hoavis & Co. SERP Assets - ------------------------------------------------------------------------------------------------------------------------- Planned Parenthood of New York City 3,000 1 Heil & Co. - ------------------------------------------------------------------------------------------------------------------------- Roanoke College 10,000 1 First Union & Co. - ------------------------------------------------------------------------------------------------------------------------- Douglas S. Smith IRA 1,300 1 Douglas S. Smith IRA - ------------------------------------------------------------------------------------------------------------------------- City of Stamford Firemen's Pension Fund 12,000 1 City of Stamford Firemen's Pension Fund - ------------------------------------------------------------------------------------------------------------------------- State of Oregon PERS/ZCG 125,000 1 Orefund - ------------------------------------------------------------------------------------------------------------------------- Tri County Dist Profit Sharing 5,000 1 Shekkon & Co. - ------------------------------------------------------------------------------------------------------------------------- Van Lobon Sole Charitable Foundation 8,000 1 Calmont & Co. - ------------------------------------------------------------------------------------------------------------------------- Abraham Zaleznik IRA 2,500 1 Abraham Zaleznik IRA - ------------------------------------------------------------------------------------------------------------------------- Raiser Marital Trust 13,000 1 Aulis & Co. - ------------------------------------------------------------------------------------------------------------------------- Arthur D. Little 35,000 1 Kane & Co. - ------------------------------------------------------------------------------------------------------------------------- Andrew D. Zacks 500 1 Andrew D. Zacks - ------------------------------------------------------------------------------------------------------------------------- Lisa W. Hess 1,500 1 Lisa W. Hess - ------------------------------------------------------------------------------------------------------------------------- Total 250,500 - -------------------------------------------------------------------------------------------------------------------------
EX-10.2 3 REGISTRATION RIGHTS AGREEMENT 1 EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT Dated as of April 22, 1996 by and among AMRE, INC. and EACH OF THE PURCHASERS REFERRED TO HEREIN 2 TABLE OF CONTENTS
PAGE ---- 1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 (a) "Act" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 (b) "Commission" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 (c) "Common Stock" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 (d) "Exchange Act" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 (e) "Holder or holders of Registrable Securities" . . . . . . . . . . . . . . . . . . . . . . . 1 (f) "Register", "registered" or "registration" . . . . . . . . . . . . . . . . . . . . . . . . 1 (g) "Registrable Securities" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 2. Mandatory Registration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 3. Piggy-Back Registration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 4. Registration Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 5. Registration Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 6. Indemnification; Contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 (a) Indemnification by the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 (b) Indemnification by Holders of Registrable Securities . . . . . . . . . . . . . . . . . . . 7 (c) Conduct of Indemnification Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . 7 (d) Contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 7. Participation in Underwritten Registrations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 8. Rule 144 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 9. Transfer of Registration Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 10. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 (a) Amendments and Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 (b) Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 (c) Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 (d) Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 (e) Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 (f) GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 (g) Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 (h) Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of April 22, 1996, by and among AMRE, Inc. (the "Company"), and each of the purchasers of the Company's Common Stock, par value $.01 per share, referred to in the Purchase Agreement (as hereinafter defined) (herein referred to collectively as the "Purchasers" and individually as a "Purchaser"). This Agreement is made pursuant to the terms of the Common Stock Purchase Agreement, dated as of April 22, 1996, by and among the Company and each of the Purchasers referred to therein (the "Purchase Agreement"). In order to induce the Purchasers to enter into the Purchase Agreement, the Company has agreed to provide the registration rights on the terms set forth in this Agreement for the benefit of the holders of Registrable Securities (as hereinafter defined). The parties hereto agree as follows: 1. Definitions. The terms used herein shall have the following meanings: (a) "Act" shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder, all as the same shall be in effect from time to time. (b) "Commission" shall mean the Securities and Exchange Commission or any other federal agency administering the Act. (c) "Common Stock" shall mean the common stock, par value $.01 per share, of the Company. (d) "Exchange Act" shall mean the Securities Exchange Act of 1934, and the rules and regulations of the Commission thereunder, all as the same shall be in effect from time to time. (e) "Holder or holders of Registrable Securities" shall mean any holder of record on the books of the Company of Registrable Securities. (f) "Register", "registered" or "registration" shall mean a registration effected by preparing and filing a registration statement in compliance with the Act, and the declaration or ordering of the effectiveness of such registration statement by the Commission. (g) "Registrable Securities" shall mean the Common Stock issued or issuable to the Purchasers pursuant to the Purchase Agreement; provided, however, as to any particular Registrable Securities, such securities will cease to be Registrable Securities when they are publicly sold in compliance with Rule 144 (or any comparable rule) under the Act, whether or not the exemption from such provisions provided in paragraph (k) of Rule 144 (or any comparable exemption) is available. 1 4 2. Mandatory Registration. Within 60 days following the First Closing (as defined in the Purchase Agreement), the Company shall file with the Commission a registration statement on any appropriate form under the Act with respect to the offering and sale or other disposition of the Registrable Securities held by the Purchasers. The Company agrees to use its reasonable best efforts to cause such registration statement to become effective as soon as practicable following its filing with the Commission. 3. Piggy-Back Registration. If, at any time prior to the date that is three (3) years from the date of the First Closing (as defined in the Purchase Agreement), the Company proposes to file a registration statement under the Act with respect to an underwritten offering by the Company for its own account or for the account of others of any class of security (other than (a) a registration statement on Forms S-4 or S-8, (b) a registration statement filed in connection with an exchange offer or (c) a registration statement filed as a result of SECTION 2 hereof), then the Company shall in each case give written notice of such proposed filing to the holders of the Registrable Securities at least 30 days prior to the anticipated filing date, and such notice shall offer such holders the opportunity to register such shares of Registrable Securities as each such holder may request (a "Piggy-Back Registration"). The Company shall use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the holders of Registrable Securities requested in writing within fifteen (15) days after the notice given by the Company to be included in the registration for such offering to include such securities in such offering on the same terms and conditions as any similar securities of the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering delivers an opinion to the holders of Registrable Securities that the total amount of securities which they or the Company or any other persons or entities intend to include in such offering is sufficiently large to materially and adversely affect the success of such offering, then the amount or kind of securities to be offered for the accounts of holders of Registrable Securities shall be reduced pro rata with respect to each holder to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters; provided, however, that if securities are being offered for the account of other persons or entities (other than those exercising demand registration rights) as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by holders of Registrable Securities than the fraction of similar reductions imposed on such other persons or entities with respect to the amount of securities they intended to offer. 4. Registration Procedures. Whenever any Registrable Securities are required to be registered pursuant to SECTIONS 2 or 3 of this Agreement, the Company will use its reasonable best efforts to effect the registration of such Registrable Securities in accordance with the intended method of disposition thereof as diligently as practicable, and in connection therewith, the Company agrees that it shall also do the following: 2 5 (a) use its reasonable best efforts to diligently prepare for filing and file with the Commission a registration statement which includes the Registrable Securities and use its reasonable best efforts to cause such registration to become effective promptly following such filing; provided that before filing a registration statement or prospectus or any amendments or supplements thereto, including documents incorporated by reference, the Company will furnish to counsel to the holders of the Registrable Securities covered by such registration statement and the managing underwriter or underwriters, if any, draft copies of all such documents proposed to be filed (other than exhibits, unless so requested) a reasonable time prior thereto, which documents will be subject to the reasonable review of such counsel and such holders and underwriters, and will notify each holder of the Registrable Securities of any stop order issued or threatened by the Commission in connection therewith and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered; (b) prepare and file with the Commission such amendments and post-effective amendments to the registration statement as may be necessary to keep the registration statement effective for a period of not less than three years (or such shorter period which will terminate when all Registrable Securities covered by such registration statement have been sold or withdrawn or are eligible for sale by the holders thereof under Rule 144 under the Act without volume limitations); cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Act; and comply with the provisions of the Act applicable to it with regard to the disposition of all securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement or supplement to the prospectus; (c) furnish to any holder of Registrable Securities included in such registration statement and the underwriter or underwriters if any, without charge, at least one signed copy of the registration statement and any post- effective amendment thereto upon request, and such number of conformed copies thereof and such number of copies of the prospectus (including each preliminary prospectus) and any amendments or supplements thereto and any documents incorporated by reference therein, as such holder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities being sold by such holder (it being understood that the Company consents to the use of the prospectus and any amendment or supplement thereto by each holder of Registrable Securities covered by the registration statement and the underwriter or underwriters if any, in connection with the offering and sale of the Registrable Securities covered by the prospectus or any amendment or supplement thereto unless the Company notifies such persons to the contrary); and pursuant to Section 152 under the Act, furnish to the New York Stock Exchange copies of the prospectus and any amendment or supplement thereto for purpose of redelivery to its members upon their request, and furnish a reasonable number of additional copies thereof, when requested by the New York Stock Exchange, from time to time for the purpose of redelivery to members upon their request; (d) notify each holder of Registrable Securities included in such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Act, when the Company becomes aware of the happening of any event as a result of, which the prospectus 3 6 included in such registration statement (as then in effect) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein (in the case of the prospectus or any preliminary prospectus in light of the circumstances under which they were made) not misleading and, as promptly as practicable thereafter, prepare and file with the Commission and furnish a supplemental amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (e) make generally available to its security holders an earnings statement satisfying the provisions of Section 11(a) of the Act and Rule 158 thereunder no later than 45 days after the end of the 12-month period beginning with the first day of the Company's first fiscal quarter commencing after the effective date of the registration statement, which earnings statement shall cover said 12-month period; (f) make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of the registration statement at the earliest possible moment; (g) if requested by the managing underwriter or underwriters or any holder of Registrable Securities covered by the registration statement, promptly incorporate in a prospectus supplement or post-effective amendment such information with respect to the plan of distribution as the managing underwriter or underwriters or such holder, as the case may be, reasonably requests to be included therein, including, without limitation, information with respect to the number of Registrable Securities being sold by such holder to any underwriter or underwriters, the purchase price being paid therefor by such underwriter or underwriters and with respect to any other terms of the underwritten offering of the Registrable Securities to be sold in such offering, and promptly make all required filings of such prospectus supplement or post-effective amendment; (h) as promptly as practicable after filing with the Commission of any document which is incorporated by reference in a prospectus contained in a registration statement, deliver a copy of such document to each holder of Registrable Securities covered by such registration statement who so requests; (i) on or prior to the date on which the registration statement is declared effective, use its reasonable best efforts to register or qualify, and cooperate with the holders of Registrable Securities included in such registration statement the underwriter or underwriters, if any, and their counsel, in connection with the registration or qualification of the Registrable Securities covered by the registration statement for offer and sale under the securities or blue sky laws of each state and other jurisdiction of the United States as any such holder or underwriter reasonably requests in writing, to use its reasonable best efforts to keep each such registration or qualification effective, including through new filings or amendments or renewals, during the period such registration statement is required to be kept effective and to do any and all other acts or things necessary or advisable to enable the disposition in all such jurisdictions of the Registrable Securities covered by the applicable registration statement; provided that the Company will not 4 7 be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to general service of process in any such jurisdiction where it is not then so subject; (j) cooperate with the holders of Registrable Securities covered by the registration statement and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing securities to be sold under the registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter or underwriters, if any, or such holders may request; (k) use its reasonable best efforts to cause the Registrable Securities covered by the registration statement to be registered with or approved by such other governmental agencies or authorities within the United States as may be necessary to enable the seller or sellers thereof or the underwriter or underwriters, if any, to consummate the disposition of such securities; (l) enter into such customary agreements (including an underwriting agreement in customary form with provisions as may be reasonably required by the managing underwriter and take all such other actions as the holders of a majority of the Registrable Securities being sold or the managing underwriter or underwriters in an underwritten public offering, if anyone reasonably requests in order to expedite or facilitate the disposition of such Registrable Securities; (m) make available for inspection by any holder of Registrable Securities included in such registration statement, any underwriter participating in any disposition pursuant to such registration statement, and any attorney, accountant or other agent retained by any such seller or underwriter (collectively, the "Inspectors") all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records"), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such inspector in connection with such registration statement; provided that records which the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (i) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in the registration statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction; provided, further each holder of Registrable Securities agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company at its expense, to undertake appropriate action and to prevent disclosure of the Records deemed confidential; and (n) use its reasonable best efforts to obtain a cold comfort letter from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as the holders of a majority of the Registrable Securities being sold reasonably request. 5 8 Each holder, upon receipt of any notice from the Company of the happening of any event of the kind described in subsection (d) of this SECTION 4, will forthwith discontinue disposition of the Registrable Securities until such holder's receipt of the copies of the supplemented or amended prospectus contemplated by subsection (d) of this SECTION 4 or until it is advised in writing (the "Advice") by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus and, if so directed by the Company, such holder will, or will request the managing underwriter or underwriters, if any, to deliver to the Company (at the Company's expense) all copies (other than permanent file copies) then in the possession of such holder and of any underwriter or underwriters, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company shall give any such notices the time periods mentioned in subsection (b) of this SECTION 4 shall be extended by the number of days during the period from and including the date of the giving of such notice to and including the date when each seller of Registrable Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by subsection (d) of this SECTION 4 hereof or the Advice. Each seller of Registrable Securities as to which any registration is being effected shall use reasonable efforts to cooperate with the Company, and the Company may require each such Seller to furnish to the Company such information regarding the distribution of such securities as the Company may from time to time reasonably request in writing. 5. Registration Expenses. All expenses incident to the Company's performance of, or compliance with, this Agreement, including without limitation all Commission and National Association of Securities Dealers, Inc. registration and filing fees, fees and expenses of compliance with securities or blue sky laws (including fees and disbursements of counsel in connection with blue sky qualifications of the Registrable Securities), printing expenses, messenger and delivery expenses, internal expenses (including, without limitation, all salaries and expenses of the Company's officers and employees performing legal or accounting duties), any listing fees and expenses incurred in connection the securities to be registered, and fees and disbursements of counsel for the Company and its independent certified public accountants (including the expenses of any "cold comfort" letters required by or incident to such performance), securities act liability insurance for the Company and its officers and directors (if the Company elects to obtain such insurance), the fees and expenses of any special experts retained by the Company in connection with such registration, fees and expenses of other persons retained by the Company, incurred in connection with each registration hereunder (but not including any fees and expenses of any special audit required or incident to a registration hereunder and transfer taxes, if any), will be borne by the Company. Holders of Registrable Securities shall be responsible for any underwriting fees, discounts or commissions attributable to the sale of Registrable Securities and for their respective fees and expenses of their separate counsel in connection with a registration required hereunder. 6 9 6. Indemnification; Contribution. (a) Indemnification by the Company. The Company agrees to indemnify and hold harmless each holder of Registrable Securities, its officers, directors and each person or entity who controls such holder (within the meaning of the Act), against all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation) arising out of or based upon any untrue or alleged untrue statement of material fact contained in any registration statement any amendment or supplement thereto, any prospectus or preliminary prospectus or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same arise out of or are based upon any such untrue statement or omission based upon information with respect to such holder furnished in writing to the Company by such holder expressly for use therein. In connection with an underwritten offering, the Company will indemnify the underwriters thereof, their officers and directors and each Person who controls such underwriters (within the meaning of the Act) to the same extent as provided above with respect to the Indemnification of the holders of Registrable Securities. (b) Indemnification by Holders of Registrable Securities. In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder will furnish to the Company in writing such information with respect to the name and address of such holder, the amount of Registrable Securities held by such holder, the plan of distribution, and such other information as is required by the Company for use in connection with any such registration statement or prospectus and agrees to indemnify, to the extent permitted by law, the Company, its directors and officers and each person or entity who controls the Company (within the meaning of the Act) against any losses, claims, damages, liabilities and expenses arising out of or based upon any untrue statement of material fact contained in any registration statement any amendment or supplement thereto, any prospectus or preliminary prospectus or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained or should have been contained in any information with respect to such holder so furnished in writing or on disk by such holder specifically for inclusion in any prospectus or registration statement. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount that the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. (c) Conduct of Indemnification Proceedings. Any person entitled to indemnification hereunder agrees to give prompt written notice to the indemnifying party after the receipt by such person of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which such Person will claim indemnification or contribution pursuant to this Agreement and, unless in the reasonable judgment of such indemnified party (i) a conflict of interest may exist between such indemnified party and the indemnifying party with respect to such claim or (ii) the named parties to any such action, suit, proceeding or investigation (including any impleaded parties) include both an indemnifying party and an indemnified party, and such indemnified party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the 7 10 indemnifying party, permit the indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to such indemnified party. Whether or not such defense is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation. If the indemnifying party is not entitled to, or elects not to assume the defense of a claims, it will not be obligated to pay the fees and expenses of more than one counsel with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of one additional counsel. (d) Contribution. If the indemnification provided for in this SECTION 6 from the indemnifying party is unavailable to an indemnified party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified parties in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified parties shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified parties, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in SECTION 6(C), any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this SECTION 6(D) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this SECTION 6(D), no underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission and no selling holder shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities of such selling holder were offered to the public exceeds the amount of any damages which such selling holder has otherwise been required to pay by reason of such untrue statement or omission. No person guilty of fraudulent misrepresentation 8 11 (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. If indemnification is available under this SECTION 6, the indemnifying parties shall indemnify each indemnified party to the full extent provided in SECTION 6(A) and (B) without regard to the relative fault of said indemnifying party or indemnified party or any other equitable consideration provided for in this SECTION 6(D). 7. Participation in Underwritten Registrations. No holder of Registrable Securities may participate in any underwritten registration hereunder unless such holder (a) agrees to sell such holder's securities on the basis provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. 8. Rule 144. The Company agrees that it will use its reasonable best efforts to make and keep public information available as those terms are understood and defined in Rule 144 under the Act. In addition, the Company agrees that it will use its reasonable best efforts to file with the Commission in a timely manner the reports required to be filed by it under the Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (at any time after it has become subject to such requirements). The Company shall furnish to any holder of Registrable Securities upon written request a written statement as to the steps it has taken to comply with the current public information requirements of Rule 144. 9. Transfer of Registration Rights. Prior to and on the date that the registration statement required to be filed by the Company under SECTION 2 hereof is first declared effective (the "Trigger Date"), the registration rights provided to the holders of Registrable Securities under SECTION 2 and 3 hereof may be transferred to any other person or entity. Any such transferee of Registrable Securities shall be a holder of Registrable Securities within the meaning of this Agreement. After the Trigger Date, the registration rights provided to the holders of Registrable Securities under SECTION 2 and 3 hereof may be transferred only to any person or entity who acquires all of the Registrable Securities purchased by an original purchaser thereof. Any such transferee shall also be a holder of Registrable Securities within the meaning of this Agreement. 9 12 10. Miscellaneous. (a) Amendments and Waivers. Except as otherwise provided herein, the provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless the Company has obtained the written consent of holders of at least a majority in number of shares of Registrable Securities then outstanding and affected by such amendment, modification, supplement, waiver or departure. (b) Notices. All notices and other communications provided for or permitted hereunder shall be in writing and shall be deemed to have been duly given if delivered personally, registered or certified mail (return receipt requested), postage prepaid or courier to the parties at the following addresses (or at such other address for any party as shall be specified by like notice, provided that notices of a change of address shall be effective only upon receipt thereof). Notices sent by mail shall be effective two (2) days after mailing, appropriately addressed and with proper postage, and notices sent by courier guaranteeing next day delivery shall be effective on the next business day after timely delivery to the courier: (i) if to a holder of Registrable Securities at the most current address given by such holder to the Company in writing; (ii) if to the Company at its address set forth in the Purchase Agreement. (c) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties. (d) Counterparts. This Agreement say be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. (e) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. (f) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY WITHIN THAT STATE. (g) Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be in any way impaired thereby, it being intended that all of the rights and privileges of the Purchasers shall be enforceable to the fullest extent permitted by law. 10 13 (h) Entire Agreement. This Agreement, together with the Purchase Agreement, is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein and therein. This Agreement and the Purchase Agreement (including the exhibits thereto) supersede all prior agreements and understandings between the parties with respect to such subject matter. 11 14 REGISTRATION RIGHTS AGREEMENT SIGNATURE PAGE IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. AMRE, Inc. By: /s/ ROBERT M. SWARTZ ------------------------------ Name: Robert M. Swartz ---------------------------- Title: President & CEO --------------------------- 12 15 REGISTRATION RIGHTS AGREEMENT SIGNATURE PAGE Accepted and Agreed as of the date first written above: Basil Regan - ------------------------------ [PRINT NAME] By: /s/ BASIL REGAN ------------------------------ Name: Basil Regan ------------------------- Title: General Partner ------------------------ Number of Registrable Securities: 50,000 ---------- 13 16 REGISTRATION RIGHTS AGREEMENT SIGNATURE PAGE Accepted and Agreed as of the date first written above: Linder Growth Fund, a Series of Linder - ------------------------------ [PRINT NAME] By: /s/ LARRY CALLAHAN ------------------------------ Name: Larry Callahan ------------------------- Title: Vice President, Linder Growth Fund ------------------------ Number of Registrable Securities: 500,000 ---------- 13 17 REGISTRATION RIGHTS AGREEMENT SIGNATURE PAGE IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above written. PURCHASER ZESIGER CAPITAL GROUP LLC, Attorney-In-Fact for the Purchasers Identified in Schedule A By: /s/ ANDREW D. ZACKS ------------------------------ Andrew D. Zacks, Manager 13 18 SCHEDULE A
No. of No. of Purchaser Shares Certificates Registered Holder --------- ------ ------------ ----------------- - ------------------------------------------------------------------------------------------------------------------------- Donvest Equities L.P. 3,500 1 Kinco & Co. - ------------------------------------------------------------------------------------------------------------------------- William B. Lazar 2,700 1 William B. Lazar - ------------------------------------------------------------------------------------------------------------------------- Maehorn Investment Partnership I L.P. 3,500 1 Maehorn Investment Partnership I L.P. - ------------------------------------------------------------------------------------------------------------------------- Morgan Trust Co. of the Bahamas 5,000 1 Morgan Trust Co. of the Bahamas - ------------------------------------------------------------------------------------------------------------------------- Harold & Grace Williams JTWROS 3,000 1 Harold & Grace Williams JTWROS - ------------------------------------------------------------------------------------------------------------------------- Jennifer Altman Foundation 6,500 1 Batrus & Co. - ------------------------------------------------------------------------------------------------------------------------- Dr. Charles L. Berman IRA Rollover 1,000 1 Dr. Charles L. Berman IRA Rollover - ------------------------------------------------------------------------------------------------------------------------- Denvor Orthopedic Specialist R.P. Mack 1,500 1 Alpine & Co. - ------------------------------------------------------------------------------------------------------------------------- Herr Foods Inc. Profit Sharing Plan 4,000 1 Herr Foods Inc. Profit Sharing Plan - ------------------------------------------------------------------------------------------------------------------------- National Federation of Independent Business 3,000 1 Hoavis & Co. SERP Assets - ------------------------------------------------------------------------------------------------------------------------- Planned Parenthood of New York City 3,000 1 Heil & Co. - ------------------------------------------------------------------------------------------------------------------------- Roanoke College 10,000 1 First Union & Co. - ------------------------------------------------------------------------------------------------------------------------- Douglas S. Smith IRA 1,300 1 Douglas S. Smith IRA - ------------------------------------------------------------------------------------------------------------------------- City of Stamford Firemen's Pension Fund 12,000 1 City of Stamford Firemen's Pension Fund - ------------------------------------------------------------------------------------------------------------------------- State of Oregon PERS/ZCG 125,000 1 Orefund - ------------------------------------------------------------------------------------------------------------------------- Tri County Dist Profit Sharing 5,000 1 Shekkon & Co. - ------------------------------------------------------------------------------------------------------------------------- Van Lobon Sole Charitable Foundation 8,000 1 Calmont & Co. - ------------------------------------------------------------------------------------------------------------------------- Abraham Zaleznik IRA 2,500 1 Abraham Zaleznik IRA - ------------------------------------------------------------------------------------------------------------------------- Raiser Marital Trust 13,000 1 Aulis & Co. - ------------------------------------------------------------------------------------------------------------------------- Arthur D. Little 35,000 1 Kane & Co. - ------------------------------------------------------------------------------------------------------------------------- Andrew D. Zacks 500 1 Andrew D. Zacks - ------------------------------------------------------------------------------------------------------------------------- Lisa W. Hess 1,500 1 Lisa W. Hess - ------------------------------------------------------------------------------------------------------------------------- Total 250,500 - -------------------------------------------------------------------------------------------------------------------------
EX-99.2 4 PRESS RELEASE 1 EXHIBIT 99.2 AMRE, INC. PRESS RELEASE - ------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE CONTACT: AMM: Larry H. Lattig Vice President - Investor Relations and Treasurer (214) 658-6411 FACE: Mark Honigsfeld Chief Executive Officer (718) 257-8323, ext. 27 AMRE, INC. COMPLETES MERGER WITH FACELIFTERS HOME SYSTEMS, INC. DALLAS, April 26, 1996 - AMRE, Inc. (NYSE:AMM) today announced that the stockholders of each of AMRE and Facelifters Home Systems, Inc. (NASDAQ:FACE) have voted to approve the merger agreement between the two companies. Under the agreement each share of Facelifters' common stock will be exchanged for one share of AMRE common stock. It is expected that the combination will be accounted for as a pooling of interests. "We are extremely pleased to have completed this transaction as one of the initial building blocks in our plan to build the foremost brand name for quality, professionally installed home improvements -- CENTURY 21 Home Improvements(SM). The combination of Facelifters and AMRE allows us the ability to offer custom cabinet refacing on a nationwide basis and brings additional management expertise in the home improvement business," said Robert M. Swartz, President and Chief Executive Officer of AMRE. "This transaction is intended to build long-term shareholder value for both the existing stockholders of AMRE and our new stockholders from Facelifters." Mark Honigsfeld, Chief Executive Officer of Facelifters said, "The past twenty years at Facelifters have been exciting. We look forward to the future of AMRE and the CENTURY 21 Home Improvements brand to continue that excitement. We believe that this merger has given our suppliers, employees, and our stockholders the ability to participate in the opportunities that are part of the future of the home improvements business -- CENTURY 21 Home Improvements." AMRE, Inc. is America's largest home improvement company. AMRE markets its home improvement products and services under a license with TM Acquisition Corporation and Century 21(R) Real Estate Corporation, subsidiaries of HFS Incorporated. AMRE has provided quality products and services directly to consumers since 1980. ### EX-99.3 5 MANUALLY SIGNED REPORT OF GRANT THORNTON LLP. 1 EXHIBIT 99.3 [GRANT THORNTON LETTERHEAD] REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS To the Board of Directors and Stockholders Facelifters Home Systems, Inc. We have audited the accompanying consolidated balance sheets of Facelifters Home Systems, Inc. and Subsidiaries as of March 31, 1995 and 1994, and the related consolidated statements of operations, stockholders' equity and cash flows for each of the three years in the period ended March 31, 1995. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Facelifters Home Systems, Inc. and Subsidiaries as of March 31, 1995 and 1994, and the consolidated results of their operations and their consolidated cash flows for each of the three years in the period ended March 31, 1995, in conformity with generally accepted accounting principles. As discussed in Note 7 to the consolidated financial statements, the Company changed its method of accounting for lead acquisition costs for the year ended March 31, 1995. /s/ GRANT THORNTON LLP Fort Lauderdale, Florida June 16, 1995 -----END PRIVACY-ENHANCED MESSAGE-----