-----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, PqABJZK4MxcVt4vr4Oj8FGct4gVL84X2xm6D7ZN+b/B2mfZyJp8Q+RVAqnTA3Bvz Vm7xYSDJ+6NXmQ4DBSxwJg== 0000941302-97-000074.txt : 19970822 0000941302-97-000074.hdr.sgml : 19970822 ACCESSION NUMBER: 0000941302-97-000074 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970821 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: T SF COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000847841 STANDARD INDUSTRIAL CLASSIFICATION: PERIODICALS: PUBLISHING OR PUBLISHING AND PRINTING [2721] IRS NUMBER: 731341805 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40867 FILM NUMBER: 97667410 BUSINESS ADDRESS: STREET 1: 2407 E SKELLY DR CITY: TULSA STATE: OK ZIP: 74105 BUSINESS PHONE: 9187472600 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIR TREE PARTNERS CENTRAL INDEX KEY: 0000939318 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133745262 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1211 AVENUE OF THE AMERICAS STREET 2: 29TH FL CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2128276757 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (AMENDMENT NO. 5 TO SCHEDULE 13D) Under the Securities Exchange Act of 1934 T/SF COMMUNICATIONS CORPORATION - --------------------------------------------------------------------------- (Name of Issuer) Shares of Common Stock, par value $0.10 per share - --------------------------------------------------------------------------- (Title of Class of Securities) 872857107 - --------------------------------------------------------------------------- (CUSIP NUMBER) FIR TREE PARTNERS 1211 Avenue of the Americas 29th Floor New York, New York 10036 Tel. No.: (212) 398-3500 - --------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) - with copies to - Eliot D. Raffkind, P.C. Akin, Gump, Strauss, Hauer & Feld, LLP 1700 Pacific Avenue, Suite 4100 Dallas, Texas 75201-4618 (214) 969-2800 August 12, 1997 - --------------------------------------------------------------------------- (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4) check the following box. [ ] The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended ("Act"), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. CUSIP No. 872857107 13D 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Fir Tree, Inc. d/b/a Fir Tree Partners 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ X ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF 7 SOLE VOTING POWER 487,506 SHARES BENEFICIALLY 8 SHARED VOTING POWER 0 OWNED BY EACH 9 SOLE DISPOSITIVE POWER 487,506 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 487,506 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.77% 14 TYPE OF REPORTING PERSON* CO, IN *SEE INSTRUCTIONS BEFORE FILLING OUT AMENDMENT NO. 5 TO SCHEDULE 13D This Amendment No. 5 to Schedule 13D is being filed on behalf of Fir Tree, Inc., a New York corporation, doing business as Fir Tree Partners, and Mr. Jeffrey Tannenbaum, the sole shareholder, executive officer, director, and principal, as an amendment to the initial statement on Schedule 13D, relating to shares of Common Stock of T/SF Communications Corporation, as filed with the Securities and Exchange Commission (the "Commission") on September 25, 1995, amended by Amendment No. 1 to Schedule 13D filed with the Commission on May 7, 1996, amended by Amendment No. 2 to Schedule 13D filed with the Commission on March 24, 1997, amended by Amendment No. 3 to Schedule 13D filed with the Commission on June 5, 1997 (as amended, the "Amended Schedule 13D"), and further amended by amendment No. 4 to Schedule 13D filed with the Commission on July 8, 1997. The Amended Schedule 13D is hereby further amended and supplemented as follows: ITEM 4. PURPOSE OF THE TRANSACTION Item 4 of the Amended Schedule 13D is hereby amended and restated in its entirety to read as follows: Fir Tree Partners and Mr. Tannenbaum acquired shares of Common Stock for portfolio investment purposes. On July 1, 1997, the Issuer, Jeffrey Tannenbaum, Fir Tree Partners and an affiliate of Fir Tree Partners entered into that certain Preferred Stock Purchase Agreement (the "Purchase Agreement") pursuant to which the Issuer indicated its intent to make a cash tender offer for up to 2,050,000 shares of Common Stock from its stockholders at an expected price of $37.00 net per share for a total cost of approximately $75,850,000 (the "Proposed Tender Offer"). As part of the financing of such tender offer, entities for which Mr. Tannenbaum, Fir Tree Partners or an affiliate of Fir Tree Partners acts as general partner or investment advisor agreed to acquire $5,500,000 of 9% Convertible Preferred Stock of the Issuer pursuant to the terms of the Purchase Agreement. Pursuant to a letter agreement, dated August 11, 1997 (the "Termination Agreement"), the Purchase Agreement was terminated by the parties thereto. On August 12, 1997, Fir Tree Partners, on behalf of certain of its affiliates (collectively, "Fir Tree"), and VS&A Communications Partners II, L.P. ("VSA") entered into a letter agreement regarding Fir Tree's participation in VSA's proposed acquisition of a controlling interest in the Issuer (the "Letter Agreement"), a copy of which is attached hereto as Exhibit C and incorporated by reference herein. Pursuant to the Letter Agreement, the parties contemplated that VSA will effect the acquisition of the Issuer (i) in a three-step transaction (the "Transaction") accounted for as a recapitalization of the Issuer involving (A) a tender offer by the Issuer for all outstanding shares of Common Stock (the "Issuer Tender Offer") followed by (B) an investment by VSA in newly- issued shares of Common Stock and (C) a merger (that will not result in goodwill to the Issuer) or a reverse split of Common Stock designed to cash out all remaining stockholders of the Issuer other than VSA and Fir Tree or (ii) pursuant to an alternative structure mutually acceptable to VSA and Fir Tree. Fir Tree will participate in the Transaction through the retention of 487,506 shares of Common Stock currently held by it and will not participate in the Issuer Tender Offer. Simultaneous with the consummation of the Issuer Tender Offer, Fir Tree, VSA and the Issuer will enter into the VSA Stockholders Agreement (as defined in Item 6 herein) which sets forth the respective rights of the parties subsequent to the consummation of the Transaction. In connection with the Transaction, it is anticipated that one or more limited liability companies (collectively, "Newco") will be formed to acquire certain business units of the Issuer in exchange for a preferred membership interest in Newco to be issued to the Issuer. Newco will be owned by VSA and Fir Tree in the same proportion as each such stockholder owns Common Stock following the transaction. Fir Tree's obligation to participate in the Transaction is subject to the satisfaction of the following conditions: (i) VSA and its affiliates and limited partners shall have invested not less than $35 million in Common Stock at a per share price equal to the Issuer Tender Offer price; (ii) the Issuer shall have accepted for payment pursuant to the Issuer Tender Offer a number of shares of Common Stock such that VSA and Fir Tree would have the power to approve the merger or reverse split without the concurring vote of any other stockholder of the Issuer; and (iii) the Issuer shall have obtained all necessary debt financing to consummate the Issuer Tender Offer and the merger or reverse split. In addition, VSA has agreed that it will use its reasonable best efforts to secure financing for the Transaction that will permit the Issuer to dispose of individual subsidiaries or other business units for cash or non-cash consideration and to utilize the proceeds of such dispositions to reduce indebtedness without penalty. Fir Tree's obligations under the Letter Agreement shall terminate at the election of Fir Tree in the event that VSA fails to enter into a definitive agreement with the Issuer with respect to the Transaction that is acceptable to Fir Tree prior to August 31, 1997. In the event that an acceptable definitive agreement is executed, Fir Tree has agreed to work exclusively with VSA with respect to an acquisition of the Issuer for a period of 120 days, provided that Fir Tree's obligation shall terminate simultaneously with any termination of such definitive agreement. ITEM 6. CONTRACTS, ARRANGEMENT, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Item 6 of the Amended Schedule 13D is hereby amended and restated in its entirety to read as follows: On July 1, 1997, the Issuer and Jeffrey Tannenbaum, Fir Tree Partners and an affiliate of Fir Tree Partners entered into the Purchase Agreement pursuant to which the Issuer indicated its intent to consummate the Proposed Tender Offer. As part of the financing of such tender offer, entities for which Mr. Tannenbaum, Fir Tree Partners or an affiliate of Fir Tree Partners acts as general partner or investment advisor agreed to acquire $5,500,000 of 9% Convertible Preferred Stock of the Issuer pursuant to the terms of the Purchase Agreement. Pursuant to the Termination Agreement, the Purchase Agreement was terminated by the parties thereto. On August 12, 1997, Fir Tree entered into the Letter Agreement. Pursuant to the Letter Agreement, the parties contemplated that VSA will effect the acquisition of the Issuer (i) in a three-step transaction accounted for as a recapitalization of the Issuer involving (A) the Issuer Tender Offer followed by (B) an investment by VSA in newly-issued shares of Common Stock and (C) a merger (that will not result in goodwill to the Issuer) or a reverse split of Common Stock designed to cash out all remaining stockholders of the Issuer other than VSA and Fir Tree or (ii) pursuant to an alternative structure mutually acceptable to VSA and Fir Tree. Fir Tree will participate in the Transaction through the retention of 487,506 shares of Common Stock currently held by it and will not participate in the Issuer Tender Offer. Simultaneous with the consummation of the Issuer Tender Offer, Fir Tree, VSA and the Issuer will enter into the VSA Stockholders Agreement. In connection with the Transaction, it is anticipated that one or more limited liability companies will be formed to acquire certain business units of the Issuer in exchange for a preferred membership interest in Newco to be issued to the Issuer. Newco will be owned by VSA and Fir Tree in the same proportion as each such stockholder owns Common Stock following the transaction. Fir Tree's obligation to participate in the Transaction is subject to the satisfaction of the following conditions: (i) VSA and its affiliates and limited partners shall have invested not less than $35 million in Common Stock at a per share price equal to the Issuer Tender Offer price; (ii) the Issuer shall have accepted for payment pursuant to the Issuer Tender Offer a number of shares of Common Stock such that VSA and Fir Tree would have the power to approve the merger or reverse split without the concurring vote of any other stockholder of the Issuer; and (iii) the Issuer shall have obtained all necessary debt financing to consummate the Issuer Tender Offer and the merger or reverse split. In addition, VSA has agreed that it will use its reasonable best efforts to secure financing for the Transaction that will permit the Issuer to dispose of individual subsidiaries or other business units for cash or non-cash consideration and to utilize the proceeds of such dispositions to reduce indebtedness without penalty. Fir Tree's obligations under the Letter Agreement shall terminate at the election of Fir Tree in the event that VSA fails to enter into a definitive agreement with the Issuer with respect to the Transaction that is acceptable to Fir Tree prior to August 31, 1997. In the event that an acceptable definitive agreement is executed, Fir Tree has agreed to work exclusively with VSA with respect to an acquisition of the Issuer for a period of 120 days, provided that Fir Tree's obligation shall terminate simultaneously with any termination of such definitive agreement. In connection with the execution of the Purchase Agreement and the consummation of the Proposed Tender Offer, the Issuer, certain members of its board of directors, certain of its officers and related persons and certain affiliates of Fir Tree Partners entered into that certain Stockholders Agreement dated July 1, 1997 (the "Stockholders Agreement"). Pursuant to the terms of the Termination Agreement, the Stockholders Agreement was also terminated by the parties thereto. In connection with the execution of the Letter Agreement, the Issuer and VSA and Fir Tree (collectively, the "Stockholders") entered into that certain Stockholders Agreement dated August 13, 1997 (the "VSA Stockholders Agreement"), a copy of which is attached hereto as Exhibit D and incorporated by reference herein, pursuant to which the Stockholders have agreed, among other things, that subsequent to the consummation of the transactions set forth in the Letter Agreement, (i) Fir Tree would be granted a tag along right with respect to the transfer of any shares of Common Stock held by VSA and its affiliates, (ii) the Stockholders would be granted certain drag along rights related to the sale of 100% of the outstanding Common Stock or the sale of all or substantially all of the Issuer's assets and (iii) the Issuer would grant preemptive rights to each of the Stockholders with respect to certain issuances of Common Stock. In addition, pursuant to the VSA Stockholders Agreement, each Stockholder agreed (i) to vote all of its shares of Common Stock, and the Issuer would take all required action, so that (A) designees of VSA will be elected to the board of directors of the Issuer (the "Board") and will constitute a simple majority of the Board and (B) designees of Fir Tree ("Fir Tree Directors") will be elected to the Board such that Fir Tree's representation on the Board shall be in proportion to its percentage interest in the Common Stock, and (ii) that the majority approval of the Fir Tree Directors would be required to undertake certain actions. Pursuant to the VSA Stockholders Agreement, at any time on or after the fifth anniversary of the date of such agreement, Fir Tree has the right to require that the Issuer proceed with (i) a sale of a majority of the outstanding Common Stock, (ii) a merger or consolidation, or (iii) the sale of all or substantially all of the assets of the Issuer, all in compliance with the terms of the attached VSA Stockholders Agreement. The effectiveness of the Stockholders Agreement is conditioned on, among other things, the consummation of the Issuer Tender Offer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Item 7 of the Amended Schedule 13D is hereby amended by adding the following: Exhibit C - Letter Agreement, dated August 12, 1997, between Fir Tree Partners and VSA. Exhibit D - Stockholders Agreement, dated as of August 13, 1997, among the Issuer, VSA and certain affiliates of Fir Tree Partners. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: August 19, 1997 Fir Tree, Inc. d/b/a/ Fir Tree Partners By: /s/ JEFFREY TANNENBAUM --------------------------------- JEFFREY TANNENBAUM, President /s/ Jeffrey Tannenbaum ------------------------------------- Jeffrey Tannenbaum EX-99.1 2 EXHIBIT C - SCHEDULE 13D FIR TREE PARTNERS 1211 AVENUE OF THE AMERICAS, 29TH FLOOR NEW YORK, NEW YORK 10036 August 12, 1997 VS&A Communications Partners II, L.P. 350 Park Avenue New York, New York 10022 Re: T/SF COMMUNICATIONS CORPORATION Gentlemen: This letter sets forth the agreement of VS&A Communications Partners II, L.P. ("VSA") and Fir Tree Partners, on behalf of Fir Tree Value Fund, L.P., Fir Tree Institutional Value Fund, L.P. and Fir Tree Value Partners LDC (collectively "Fir Tree"), regarding Fir Tree's participation in VSA's proposed acquisition of a controlling interest in T/SF Communications Corporation (the "Company"). It is presently contemplated that VSA will effect the acquisition of the Company (the "Transaction") in a three-step transaction accounted for as a recapitalization of the Company involving (i) an issuer tender offer by the Company for all outstanding shares of the Company's common stock followed by (ii) an investment by VSA in newly-issued shares of the Company's common stock and (iii) a merger (that will not result in goodwill to the Company) or a reverse split of the Company's common stock designed to cash out all remaining stockholders of the Company other than VSA and Fir Tree or pursuant to an alternative structure mutually acceptable to VSA and Fir Tree. VSA and Fir Tree hereby agree that Fir Tree will participate in the Transaction through the retention of the 487,506 shares of the Company's common stock currently held by it and will not participate in the issuer tender offer. Simultaneously with consummation of the issuer tender offer, Fir Tree, VSA and the Company will enter into the Stockholders Agreement attached hereto. In connection with the Transaction, it is anticipated that one or more limited liability companies (collectively, "Newco") will be formed to acquire certain business units of the Company in exchange for a preferred membership interest in Newco to be issued to the Company. VSA and Fir Tree hereby agree that the common membership interest in Newco will be owned by them in the same proportions as the Company's common stock is owned by them following the Transaction, and that Newco's operating agreement will contain provisions equivalent to those in the Stockholders Agreement. Fir Tree's obligation to participate in the Transaction shall be subject to the satisfaction of the following conditions: (i) VSA and its affiliates and limited partners shall have invested not less than $35.0 million in the Company's common stock at a per-share price equal to the tender offer price; (ii) the Company shall have accepted for payment pursuant to the issuer tender offer a number of shares of the Company's common stock such that VSA and Fir Tree would have the power to approve the merger or reverse split without the concurring vote of any other stockholder of the Company; and (iii) the Company shall have obtained all necessary debt financing to consummate the tender offer and the merger or reverse split. VSA agrees that it will exercise its reasonable best efforts to secure financing for the Transaction that will permit the Company to dispose of individual subsidiaries or other business units for cash or non-cash consideration and to utilize the proceeds of such dispositions to reduce indebtedness without penalty. VSA further agrees that any bridge financing obtained in connection with the Transaction shall not obligate the Company to accept permanent financing from such bridge lender. Fir Tree's obligations hereunder shall terminate at the election of Fir Tree in the event that VSA fails to enter into a definitive agreement with the Company with respect to the Transaction acceptable to Fir Tree prior to 5:00 P.M. New York time on August 31, 1997. If VSA shall not enter into a definitive agreement with the Company with respect to the Transaction, regardless of the reason therefor, VSA shall have no liability or obligation to Fir Tree. In the event that an acceptable definitive agreement is executed, Fir Tree agrees to work exclusively with VSA with respect to an acquisition of the Company for a period of 120 days, provided that Fir Tree's obligations shall terminate simultaneously with any termination of such agreement. In the event of any such termination, Fir Tree and VSA will share any break-up or similar fees received by VSA in connection with such termination in proportion to their respective ownership percentages in the Company had the Transaction occurred so long as Fir Tree is not a participant (other than solely as a seller of shares) in a competing transaction. In the event that the Transaction is consummated, all out-of-pocket fees and expenses incurred by Fir Tree will be reimbursed by the Company. Please evidence your agreement with the foregoing by executing this letter in the space provided below and returning an executed copy to the undersigned. Very truly yours, Fir Tree Partners By: /s/ Jeff Tannenbaum -------------------------- Jeff Tannenbaum Accepted and Agreed to: VS&A Communications Partners II, L.P. By: /s/ Jeffrey Stevenson ------------------------------- President and General Partner EX-99.2 3 EXHIBIT D - SCHEDULE 13D STOCKHOLDERS AGREEMENT Stockholders Agreement dated as of August ______, 1997 among (i) T/SF COMMUNICATIONS CORPORATION, a Delaware corporation (the "COMPANY"), (ii) VS&A COMMUNICATIONS PARTNERS II, L.P., a Delaware limited partnership ("VSA"), and (iii) FIR TREE VALUE FUND, L.P., FIR TREE INSTITUTIONAL VALUE FUND, L.P. and FIR TREE VALUE PARTNERS LDC (collectively, "FIR TREE"). VSA and Fir Tree collectively own a majority of the Company's outstanding Common Stock and are referred to herein as the "STOCKHOLDERS". The parties agree as follows: SECTION 1. DEFINITIONS. For purposes of this Agreement, the following terms have the indicated meanings: "AFFILIATE" of a person means any other person controlling, controlled by or under common control with such person, whether by ownership of voting securities, by contract or otherwise, and in the case of any Stockholder shall include any partner of such Stockholder and in the case of the Company shall include any officer or director of the Company. "COMMON STOCK" means the Company's Common Stock, $.10 par value per share. "INDEPENDENT THIRD PARTY" means any person who does not own in excess of 5% of the Common Stock on a fully-diluted basis, who is not controlling, controlled by or under common control with any such 5% owner of Common Stock and who is not the spouse, ancestor or descendant (by birth or adoption) of any such 5% owner of Common Stock. "INVESTOR STOCK" means Shares held by Fir Tree and its Affiliates. "SALE OF THE COMPANY" means (i) the sale of beneficial ownership of a majority or more of the outstanding Common Stock by any person or "group" (as that term is used in Regulation 13D under the Securities Exchange Act of 1934) other than the Stockholders and their respective Affiliates, (ii) a merger or consolidation of the Company with or into another entity, or (iii) the sale of all or substantially all of the assets of the Company. "SHARES" means (i) all shares of Common Stock now held or hereafter acquired by the Stockholders, and (ii) all other securities issued or issuable directly or indirectly with respect to such shares of Common Stock by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. "SPONSOR STOCK" means Shares held by VSA and its Affiliates. SECTION 2. TAG-ALONG RIGHTS. Not less than 30 days prior to any proposed transfer of Sponsor Stock, the transferring Stockholder shall deliver to the other Stockholders a written notice (the "SALE NOTICE") specifying in reasonable detail the identity of the proposed transferee(s) and the terms and conditions of the proposed transfer. Each other Stockholder may elect to participate in the proposed transfer by delivering to the transferring Stockholder a written notice of such election within the 20-day period following delivery of the Sale Notice. If any other Stockholders elect to participate in such transfer, the transferring Stockholder and each such participating Stockholder will be entitled to sell in such proposed transfer, at the same price and on the same terms, a number of shares of Common Stock equal to the product of (i) the quotient determined by dividing the percentage of the then-outstanding Common Stock held by the transferring Stockholder or such participating Stockholder, as the case may be, by the aggregate percentage of the then-outstanding Common Stock held by the transferring Stockholder and all participating Stockholders, multiplied by (ii) the number of shares of Common Stock to be sold in such proposed transfer. This Section 2 shall not apply to transfers of Sponsor Stock to Affiliates of VSA (provided that such Affiliates shall continue to be bound by the terms hereof). SECTION 3. DRAG-ALONG RIGHTS. If the holders of a majority of the outstanding Sponsor Stock approve the Sale of the Company to an Independent Third Party involving the sale of 100% of the outstanding Common Stock or the sale of all or substantially all of its assets, whether by merger, consolidation, sale of all of the outstanding Common Stock or otherwise (an "APPROVED SALE"), the Stockholders shall consent to and raise no objections against such Approved Sale (including exercising any rights of appraisal) and shall take all necessary and desirable actions in their capacities as stockholders in connection with the consummation of such Approved Sale. If the Approved Sale is structured as a sale of stock, the Stockholders shall agree to sell all of their shares of Common Stock and rights to acquire shares of Common Stock on the terms and conditions approved by the holders of Sponsor Stock. The obligations of the Stockholders with respect to any Approved Sale are subject to the condition that, upon the consummation of such Approved Sale, all of the holders of Common Stock will receive the same form and amount of consideration per share of Common Stock or, if any holders are given an option as to the form and amount of consideration to be received, all holders will be given the same option. The obligation of Fir Tree to participate in such Approved Sale shall be subject to the further conditions that (x) the consideration receivable by the Stockholders in such Approved Sale shall consist entirely of cash and/or securities of an issuer with a market capitalization of $250,000,000 or more that are either listed on a national securities exchange or traded on the Nasdaq National Market System, (y) the securities received in such transaction (if any) by the Stockholders shall not exceed 20% of the total trading volume of such securities during the 45-day period prior to such receipt and shall otherwise be freely tradable (except to the extent they are subject to Rule 145 under the Securities Act of 1933, as amended), and (z) the Company shall have received a favorable fairness opinion with respect to the Approved Sale from an independent investment banking firm of national standing that is mutually acceptable to VSA and Fir Tree. SECTION 4. PREEMPTIVE RIGHTS. If the Company proposes to issue any shares of Common Stock or other securities exercisable for or convertible into Common Stock (other than issuances for non-cash consideration in connection with business or asset acquisition transactions, compensatory issuances to directors, officers, employees and consultants of the Company, issuances to lenders in connection with financing transactions and issuances pursuant to registered public offerings), each Stockholder shall have the right of first refusal to purchase a portion of such securities equal to such Stockholder's percentage interest in the Common Stock on a fully-diluted basis immediately prior to such issuance. The Company shall give each Stockholder at least 20 days' prior written notice of any such proposed issuance setting forth in reasonable detail the proposed terms and conditions thereof and shall offer to each Stockholder the opportunity to purchase such securities at the same price, on the same terms, and at the same time as the securities are proposed to be issued by the Company. A Stockholder may exercise its right of first refusal by delivery of an irrevocable written notice to the Company not more than 10 days after delivery of the Company's notice. The obligation of the Stockholders exercising their rights pursuant to this Section 4 to purchase and pay for securities shall be conditioned upon the consummation of the proposed issuance by the Company. SECTION 5. CORPORATE GOVERNANCE. (a) BOARD OF DIRECTORS. Each Stockholder agrees to vote all securities of the Company over which such Stockholder has voting control and to take all other necessary or desirable actions within its control (whether as a stockholder, director or officer of the Company or otherwise, and including without limitation attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary and desirable actions within its control (including, without limitation, calling special board and stockholder meetings), so that: (i) designees of VSA shall be elected to the Company's Board of Directors and shall constitute a simple majority of the Board, and (ii) designees of Fir Tree (the "FIR TREE DIRECTORS") shall be elected to the Company's Board of Directors such that Fir Tree's representation on the Board shall be in proportion to its percentage interest in the Common Stock (rounded up to the next whole number of directors). In the event that any director for any reason ceases to serve as a member of the Board during his term of office, the resulting vacancy on the Board shall be filled by the Stockholders entitled to designate such director as provided in this Section 5 and not by a vote of the Stockholders generally and, if the Stockholders fail to designate a representative to fill a directorship pursuant to the terms of this Section 5, such directorship shall remain vacant until filed by the Stockholders entitled to designate such director. (b) CONCURRENCE RIGHTS. The Company and the Stockholders agree that the approval of a majority of the Fir Tree Directors shall be necessary for the Company to undertake any of the following actions: (i) any amendments to the Company's Certificate of Incorporation or by-laws; (ii) any contract or transaction between the Company or any subsidiary of the Company and VSA or any Affiliate of VSA; (iii) the Sale of the Company (other than an Approved Sale) or the liquidation or dissolution of the Company; (iv) any borrowing or transaction that would result in the Company's pro forma ratio of indebtedness for borrowed money to the Company's trailing 12-month pro forma EBITDA (in each case determined on a consolidated basis in accordance with GAAP consistently applied) to exceed 6.5;1.0; (v) any change in the corporate structure of the Company or of its subsidiaries; or (vi) any management equity interests or [PERFORMANCE] compensation that would result in management of the Company receiving greater than 10% of proceeds from the Sale of the Company. (C) TERMINATION. The provisions of this Section 5 shall terminate and be of no further force and effect as of the date on which the Stockholders cease to collectively own a majority of the then-outstanding Common Stock. SECTION 6. FORCED SALE RIGHTS. At any time on or after the fifth anniversary of the date of this Agreement, Fir Tree shall have the right, exercisable by written notice to the Company, to require that the Company proceed with a Sale of the Company in accordance with the procedures set forth in this Section 6. Upon receipt of such notice, the Company shall promptly engage Veronis, Suhler & Associates, Inc. or an investment banking firm of national standing that is mutually acceptable to VSA and Fir Tree to conduct an orderly Sale of the Company as a going concern. The Company shall exercise best efforts to assist such investment banking firm in conducting such sale, including the preparation of an offering memorandum and/or other descriptive materials and financial information regarding the Company to be provided to interested parties and making management of the Company available to meet with and make presentations to interested parties. The Company shall not place any limitations on the scope of the sales efforts of such investment banking firm. All Stockholders shall be obligated to participate in a Sale of the Company effected pursuant to this Section 6 that has been approved by the Company's Board of Directors. Any such sale shall take place within five days after the date on which all governmental approvals, if any, required in connection with such sale have been obtained and all other conditions to closing have been satisfied. Notwithstanding the provisions of Section 5 above, in the event that a definitive agreement for the Sale of the Company is not concluded within 18 months after the date of the notice initiating the sale process, the Stockholders agree to vote their Shares so that a simple majority of the members of the Company's Board of Directors are designees of Fir Tree. SECTION 7. RESTRICTIONS ON TRANSFER. (A) STOCK LEGEND. The certificates representing Shares shall bear the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON _________________, 19___, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF ANY EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A VOTING AGREEMENT AND CERTAIN OTHER RESTRICTIONS SET FORTH IN A STOCKHOLDERS AGREEMENT DATED AS OF AUGUST _____, 1997 AMONG T/SF COMMUNICATIONS CORPORATION AND CERTAIN STOCKHOLDERS THEREOF, A COPY OF WHICH MAY BE OBTAINED WITHOUT CHARGE BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS. (B) OPINION OF COUNSEL. No holder of Shares may sell, transfer or dispose of any such stock (other than pursuant to an effective registration statement under the Securities Act) without first delivering to the Company upon its request an opinion of counsel reasonably acceptable in form and substance to the Company that registration under the Securities Act is not required in connection with such transfer. SECTION 8. TRANSFERS IN VIOLATION OF AGREEMENT. Any transfer or attempted transfer of any Shares in violation of this Agreement shall be void, and the Company shall not be obligated to record such transfer on its books or treat any purported transferee of such Shares as the owner of such shares for any purpose. SECTION 9. AMENDMENT AND WAIVER. Except as otherwise provided herein, no amendment or waiver of any provision of this Agreement shall be effective unless such amendment or waiver is approved in writing by the Company, the holders of at least a majority of the then-outstanding Sponsor Stock and the holders of at least a majority of the then-outstanding Investor Stock; provided, however, that any amendment or waiver that by its terms affects all Stockholders equally and does not discriminate against the holders of Investor Stock may be approved by the holders of a majority of the Shares. Any amendment or waiver that is approved in accordance with this Section 9 shall be binding upon all existing and future holders of Shares. The failure of any party to enforce any provision of this Agreement shall not be construed as a waiver of such provision and shall not affect the right of such party thereafter to enforce each provision of this Agreement in accordance with its terms. SECTION 10. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law of rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. SECTION 11. ENTIRE AGREEMENT. Except as otherwise expressly set forth herein, this document embodies the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way. SECTION 12. SUCCESSORS AND ASSIGNS. This Agreement shall bind and inure to the benefit of and be enforceable by the Company and its successors and by the Stockholders and their respective successors and transferees, in each case so long as such persons hold Shares. In the event that the stock of any subsidiary of the Company is distributed to the holders of Common Stock pursuant to a spin-off or split-off transaction, the provisions of this Agreement shall apply to and be binding upon such subsidiary and its stockholders. SECTION 13. COUNTERPARTS. This Agreement may be executed in separate counterparts each of which shall be an original and all of which taken together shall constitute one and the same agreement. SECTION 14. REMEDIES. The Company and the Stockholders shall be entitled to enforce their rights under this Agreement specifically to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights existing in their favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that the Company or any Stockholder may in its sole discretion apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive relief (without posting a bond or other security) in order to enforce or prevent any violation of the provisions of this Agreement. In the event of any legal proceedings seeking to enforce any rights or obligations under this Agreement, the prevailing party shall be entitled to recover its attorneys fees and costs in connection with such proceeding from the non-prevailing party. SECTION 15. NOTICES. Any notice provided for in this Agreement shall be in writing and shall be either personally delivered, or sent by telecopy (confirmed in writing) or sent by reputable overnight courier service for next-day delivery (charges prepaid) to the Company or the Stockholders at their respective addresses set forth below and to any subsequent holder of Shares subject to this Agreement at such address as indicated by the Company's records, or at such address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party. Notices will be deemed to have been given hereunder when delivered personally, on the date of transmission if sent by confirmed telecopy (or on the next business day if transmission is not made on a business day) or on the next business day after deposit with a reputable overnight courier service. The Company's address is: T/SF Communications Corporation 2407 East Skelly Drive Tulsa, Oklahoma 74105 Attention: President Telecopy No.: (918) 743-1291 VSA's address is: Veronis, Suhler & Associates 350 Park Avenue New York, New York 10022 Attention: Jeff Stevenson Telecopy No.: (212) 935-0877 Fir Tree's address is: Fir Tree Partners 1211 Avenue of the Americas 29th Floor New York, New York 10036 Attention: Jeff Tannenbaum Telecopy No.: (212) 575-5576 SECTION 16. GOVERNING LAW. The corporate law of Delaware shall govern all issues concerning the relative rights of the Company and its stockholders. All other questions concerning the construction, validity and interpretation of this Agreement shall be governed by the internal law, and not the law of conflicts, of New York. SECTION 17. CERTAIN FEES. The Stockholders hereby agree as follows with respect to certain fees: (a) Any fees payable to VSA or any of its Affiliates in connection with the acquisition of control of the Company by VSA (not to exceed 1.0% of the value of the transaction) shall be shared by VSA and Fir Tree in the ratio that VSA and Fir Tree, respectively, own shares of Common Stock following the transaction. (b) Fir Tree shall be entitled to 50% of its pro rata share (based on the ratio that VSA and Fir Tree, respectively, own shares of Common Stock following the acquisition of control by VSA) of any monitoring fees (not to exceed $90,000 per year) and any advisory fees in connection with future acquisitions and dispositions of assets from or to unaffiliated third parties (not to exceed 1.0% of transaction value) payable to VSA or its Affiliates by the Company or its subsidiaries subsequent to the acquisition of control of the Company by VSA. (c) VSA agrees that neither VSA nor any of its Affiliates may charge any fees to the Company or its subsidiaries without Fir Tree's consent except as set forth above. SECTION 18. TERMINATION; SURVIVAL. This Agreement (other than Section 2 hereof) shall terminate and be of no further force and effect upon consummation of an underwritten public offering of Common Stock under the Securities Act. This Agreement shall terminate in its entirety on the tenth anniversary of the date hereof. ***** IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. T/SF COMMUNICATIONS CORP. By: --------------------------- Name: --------------------------- Title: ------------------------- VS&A COMMUNICATIONS PARTNERS II. L.P. By: /s/ Jeffrey Stevenson ---------------------------------- Name: Jeffrey Stevenson Title: President and General Partner FIR TREE VALUE FUND, L.P. FIR TREE INSTITUTIONAL VALUE FUND, L.P. FIR TREE VALUE PARTNERS LDC By: /s/ Jeffrey Tannenbaum ------------------------------- Name: Jeffrey Tannenbaum Title: General Partner -----END PRIVACY-ENHANCED MESSAGE-----