General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D General Statement of Beneficial Ownership 68 174K
2: EX-1 Stockholders Agreement 11 45K
3: EX-2 Investment and Registration Rights Agreement 21 75K
4: EX-3 Imdemnification Agreement 14 55K
5: EX-4 Transmittal Letter Re: Imdemnification Agreement 2 14K
6: EX-5 Escrow Agreement 12 46K
7: EX-6 Noncompete - E. Byron Hensley, Jr. 9 37K
8: EX-7 Noncompete - Thomas P. Riley 9 38K
9: EX-8 Agreement 6 33K
EX-5 — Escrow Agreement
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EXHIBIT 5
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ESCROW AGREEMENT
================
THIS ESCROW AGREEMENT, ("Agreement") is made and entered
into as of the 27th day of January, 1995, among CHARTER MEDICAL
CORPORATION, a Delaware corporation ("Charter"), GLEACHER & CO. INC.
and E. BYRON HENSLEY, JR., acting jointly as representatives
(collectively, the "Representative") of all of the stockholders of
MAGELLAN HEALTH SERVICES, INC., a Delaware corporation ("Magellan"),
(collectively, the "Stockholders"), and FIRST UNION NATIONAL BANK OF
NORTH CAROLINA, a national banking association, as escrow agent (the
"Escrow Agent").
RECITALS:
========
A. Charter, Magellan and Charter Acquisition Subsidiary,
Inc. ("Merger Sub") have entered into an Agreement of Merger, dated as
of December 19, 1994 (the "Merger Agreement"), pursuant to which
Merger Sub will be merged with and into Magellan;
B. Pursuant to the terms of the Merger Agreement, and as a
condition to Charter's obligations under the Merger Agreement, the
Stockholders have agreed to provide certain indemnification rights to
Charter; and
C. In order to provide such indemnification rights,
Charter, the Stockholders and the Representatives have entered into an
Indemnification Agreement dated the date hereof the "Indemnification
Agreement"); and
D. Pursuant to Section 5 of the Indemnification Agreement
the parties have agreed to enter into this Agreement; and
E. Escrow Agent is willing to act as escrow agent under
this Agreement; and
F. In consideration of the foregoing, and the
representations, warranties, covenants and agreements set forth in
this Agreement, the parties agree as follows:
1. Definitions. Charter, the Representative, the
===========
Stockholders and the Escrow Agent are each referred to herein as a
"Party" and collectively as the "Parties." Capitalized terms used but
not otherwise defined in this Agreement shall have the meanings
ascribed to such terms in the Indemnification Agreement and the Merger
Agreement.
2. Establishment of Escrow Fund. Simultaneously with the
============================
execution of this Agreement, the Exchange Agent has delivered to
Escrow Agent 139,898 shares of Charter Common Stock (the "Escrow
Shares"). Exhibit A attached to this Agreement lists the name of each
Stockholder depositing shares of Charter Common
Stock with the Escrow Agent and the number of shares deposited by
each. The Exchange Agent will provide stock powers duly executed in
blank by the respective Stockholders to the Escrow Agent. The Escrow
Shares shall be held by Escrow Agent in trust subject to the terms and
conditions hereinafter set forth. If the Escrow Agent should receive
any cash or other property with respect to the Escrow Shares, the
Escrow Agent shall invest and reinvest the such cash and the income
therefrom in any money market fund substantially all of which is
invested in direct obligations of the United States of America or
obligations the principal of and the interest on which are
unconditionally guaranteed by the United States of America, including
any such money market fund managed by Escrow Agent or any of its
affiliates and shall hold such other property in trust subject to the
terms and conditions hereinafter set forth.
3. Claims Against the Escrow Fund. The Escrow Shares
==============================
shall secure the obligations of the Stockholders to the Indemnified
Parties pursuant to Paragraph 2 of the Indemnification Agreement and
in accordance with the terms of this Agreement. In the event that a
claim for indemnity results from the final determination of a
settlement or judgment, as contemplated by paragraph 2(c)(ii) of the
Indemnification Agreement, Charter and the Representative shall send
the Escrow Agent notice of such fact in a writing signed by both
Charter and the Representative. Such notice shall state the name of
the Indemnified Party, the amount of the indemnity to which the
Indemnified Party is entitled, the names of the Stockholders from whom
indemnity is sought and the number of shares of Charter Common Stock
that each such Stockholder would be required to transfer to the
Indemnified Party to satisfy its proportionate share of such claim for
indemnity. Pursuant to the Indemnification Agreement, each such
Stockholder shall have five business days from the date of such notice
to deliver to the Indemnified Party an amount of cash in immediately
available funds, or shares of Charter Common Stock (including, without
limitation, the Escrow Shares) in an amount or having a value, in the
case of shares of Charter Common Stock, sufficient to satisfy its pro
rata share of such claim. If after such fifth business day Charter
advises the Escrow Agent that any such Stockholder has not satisfied
its pro rata share of such indemnity claim, the Escrow Agent shall
promptly deliver to Charter such number of Escrow Shares sufficient to
satisfy such Stockholder's pro rata share of such claim for indemnity,
together with the stock powers executed by such Stockholder.
In the event that Charter shall claim a right to payment
pursuant to Section 2(c)(iii) of the Indemnification Agreement,
Charter shall send written notice of such claim to the Escrow Agent
and the Representative. As promptly as possible after Charter has
given such notice, Charter and the Representative shall establish the
merit and accuracy of such claim in accordance with the terms of the
Indemnification Agreement and, upon final determination of the merits
of such
claim, shall notify the Escrow Agent and the Stockholders from whom
indemnity is sought (either by means of a certified copy of the
judgment, a certified copy of the arbitration decision, or a written
instrument executed by Charter and the Representative) of the terms of
such determination (such notice is hereinafter referred to as a
"Claims Notice"). After such Claims Notice has been delivered to the
Escrow Agent, pursuant to the Indemnification Agreement, each such
Stockholder shall, within five business days after receipt of a Claims
Notice, deliver to the Indemnified Party an amount of cash in
immediately available funds, or shares of Charter Common Stock having
a value sufficient to satisfy its pro rata share of such claim. If
after such fifth business day, Charter advises the Escrow Agent that
any such Stockholder has not satisfied its pro rata share of such
indemnity claim, the Escrow Agent shall promptly deliver to Charter
such number of the Escrow Shares sufficient to satisfy such
Stockholder's pro rata share of such claim for indemnity, together
with the stock powers executed by such Stockholder.
For purposes of this paragraph, each Escrow Share shall be
valued at $23.00.
4. Termination of Escrow Fund. The escrow provided for
==========================
hereunder shall terminate completely upon the later of the following
dates: the earlier of (i) January 27, 1996 and (ii) the date of the
first audit of financial statements containing combined operations of
Charter and Magellan.
5. Payment Upon Termination. Upon termination of the
========================
escrow, the Escrow Agent shall pay over to the Representative the
balance, if any, of the Escrow Shares and any cash or other property
then held by the Escrow Agent, for disbursement by the Representative
to the Stockholders in accordance with their respective interests as
set forth on Exhibit A to this Indemnification Agreement.
6. Escrow Agent.
============
a. Duties. Escrow Agent shall have no liability or
======
obligation with respect to the Escrow Fund except for Escrow Agent's
willful misconduct or gross negligence. Escrow Agent's sole
responsibility shall be for the safekeeping, investment, and
disbursement of the Escrow Fund in accordance with the terms of this
Escrow Agreement. Escrow Agent shall have no implied duties or
obligations and shall not be charged with knowledge or notice of any
fact or circumstance not specifically set forth herein. Escrow Agent
may rely upon any instrument, not only as to its due execution,
validity and effectiveness, but also as to the truth and accuracy of
any information contained therein, which Escrow Agent shall in good
faith believe to be genuine, to have been signed or presented by the
person or parties purporting to sign the same and to conform to the
provisions of this Escrow Agreement. In no event shall Escrow Agent
be liable for incidental, indirect, special, consequential or punitive
damages.
Escrow Agent shall not be obligated to take any legal action or
commence any proceeding in connection with the Escrow Fund, any
account in which the Escrow Fund is deposited, this Escrow Agreement
or the Indemnification Agreement, or to appear in, prosecute or defend
any such legal action or proceedings. Escrow Agent may consult legal
counsel selected by it in the event of any dispute or question as to
the construction of any of the provisions hereof or of any other
agreement or of its duties hereunder, and shall incur no liability and
shall be fully protected from any liability whatsoever in acting in
accordance with the opinion or instruction of such counsel. Charter
and the Stockholders, jointly and severally, shall promptly pay, upon
demand, the reasonable fees and expenses of any such counsel.
b. Indemnification. From and at all times after the date
===============
of this Escrow Agreement, Charter and the Stockholders, jointly and
severally, shall, to the fullest extent permitted by law and to the
extent provided herein, indemnify and hold harmless Escrow Agent and
each director, officer, employee, attorney, agent and affiliate of
Escrow Agent (collectively, the "Indemnified Parties") against any and
all actions, claims (whether or not valid), losses, damages,
liabilities, costs and expenses of any kind or nature whatsoever
(including without limitation reasonable attorneys' fees, costs and
expenses) incurred by or asserted against any of the Indemnified
Parties from and after the date hereof, whether direct, indirect or
consequential, as a result of or arising from or in any way relating
to any claim, demand, suit, action or proceeding (including any
inquiry or investigation) by any person, whether threatened or
initiated, asserting a claim for any legal or equitable remedy against
any person under any statute or regulation, including, but not limited
to, any federal or state securities laws, or under any common law or
equitable cause or otherwise, arising from or in connection with the
negotiation, preparation, execution, performance or failure of
performance of this Escrow Agreement or any transactions contemplated
herein, whether or not any such Indemnified Party is a party to any
such action, proceeding, suit or the target of any such inquiry or
investigation; provided, however, that no Indemnified Party shall have
======== =======
the right to be indemnified hereunder for any liability finally
determined by a court of competent jurisdiction, subject to no further
appeal, to have resulted solely from the gross negligence or willful
misconduct of such Indemnified Party. If any such action or claim
shall be brought or asserted against any Indemnified Party, such
Indemnified Party shall promptly notify Charter and the Stockholders
in writing, and Charter and the Stockholders shall assume the defense
thereof, including the employment of counsel and the payment of all
expenses. Such Indemnified Party shall, in its sole discretion, have
the right to employ separate counsel in any such action and to
participate in the defense thereof, and the fees and expenses of such
counsel shall be paid by such Indemnified Party unless (a) Charter and
the Stockholders agree to pay such fees and expenses, or (b) Charter
or the Stockholders shall fail to assume the defense
of such action or proceeding or shall fail, in the reasonable
discretion of such Indemnified Party, to employ counsel satisfactory
to the Indemnified Party in any such action or proceeding, or (c) the
named parties to any such action or proceeding (including any
impleaded parties) include both Indemnified Party and Charter or the
Stockholder, and 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 Charter or the
Stockholders. All such fees and expenses payable by Charter or the
Stockholder pursuant to the foregoing sentence shall be paid from time
to time as incurred, both in advance of and after the final
disposition of such action or claim. All of the foregoing losses,
damages, costs and expenses of the Indemnified Parties shall be
payable by Charter and the Stockholders, jointly and severally, upon
demand by such Indemnified Party. The obligations of Charter and the
Stockholders under this Paragraph b. shall survive any termination of
this Escrow Agreement and the resignation or removal of Escrow Agent.
The parties agree that neither the payment by Charter or the
Stockholders of any claim by Escrow Agent for indemnification
hereunder nor the disbursement of any amounts to Escrow Agent from the
Escrow Fund in respect of a claim by Escrow Agent for indemnification
shall impair, limit, modify, or affect, as between Charter and the
Stockholders, the respective rights and obligations of the
Stockholders, on the one hand, and Charter, on the other hand, under
the Indemnification Agreement.
c. Disputes. If, at any time, there shall exist any
========
dispute between Charter, the Stockholders or the Representative with
respect to the holding or disposition of any portion of the Escrow
Fund or any other obligations of Escrow Agent hereunder, or if at any
time Escrow Agent is unable to determine, to Escrow Agent's sole
satisfaction, the proper disposition of any portion of the Escrow Fund
or Escrow Agent's proper actions with respect to its obligations
hereunder, or if the Representative has not within 30 days of the
furnishing by Escrow Agent of a notice of resignation pursuant to
Paragraph d hereof, appointed a successor Escrow Agent to act
hereunder, then Escrow Agent may, in its sole discretion, take either
or both or the following actions:
(i) suspend the performance of any of its obligations
under this Escrow Agreement until such dispute or
uncertainty shall be resolved to the sole satisfaction of
Escrow Agent or until a successor Escrow Agent shall have
been appointed (as the case may be); provided, however, that
======== =======
Escrow Agent shall continue to invest the Escrow Funds in
accordance with Section 2 hereof; and/or
=========
(ii) petition (by means of an interpleader action or
any other appropriate method) any court of competent
jurisdiction in Charlotte, North Carolina, for
instructions with respect to such dispute or uncertainty,
and pay into or deposit with such court all funds and Escrow
Shares held by it in the Escrow Fund for holding and
disposition in accordance with the instructions of such
court.
Escrow Agent shall have no liability to Charter, the
Stockholders or the Representative or any other person with respect to
any such suspension of performance or disbursement into court,
specifically including any liability that may arise, or be alleged to
have arisen, out of or as a result of any delay in the disbursement of
funds held in the Escrow Fund or any delay in or with respect to any
other action required or requested of Escrow Agent.
d. Resignation of Escrow Agent. Escrow Agent may resign
===========================
from the performance of its duties hereunder at any time by giving ten
(10) days' prior written notice to Charter and the Representative or
may be removed, with or without cause, by Charter and the
Representative, acting jointly, at any time by the giving of ten (10)
days' prior written notice to Escrow Agent. Such resignation or
removal shall take effect upon the appointment of a successor Escrow
Agent as provided herein. Upon any such notice of resignation or
removal, Charter and the Representative jointly shall appoint a
successor Escrow Agent hereunder, which shall be a commercial bank,
trust company or other financial institution with a combined capital
and surplus in excess of $100,000,000. Upon the acceptance in writing
of any appointment as Escrow Agent hereunder by a successor Escrow
Agent, such successor Escrow Agent shall thereupon succeed to and
become vested with all the rights, powers, privileges and duties of
the retiring Escrow Agent, and the retiring Escrow Agent shall be
discharged from its duties and obligations under this Escrow
Agreement, but shall not be discharged from any liability for actions
taken as Escrow Agent hereunder prior to such succession. After any
retiring Escrow Agent's resignation or removal, the provisions of this
Escrow Agreement shall inure to its benefit as to any actions taken or
omitted to be taken by it while it was Escrow Agent under this Escrow
Agreement.
e. Receipt. By its execution and delivery of this
=======
Agreement, Escrow Agent acknowledges receipt of the Escrow Shares.
f. Fees. Charter shall compensate Escrow Agent for its
====
services hereunder in accordance with Schedule I attached hereto and,
in addition, shall reimburse Escrow Agent for all of its reasonable
out-of-pocket expenses, including attorneys' fees, travel expenses,
telephone and facsimile transmission costs, postage (including express
mail and overnight delivery charges), copying charges and the like.
All of the compensation and reimbursement obligations set forth in
this paragraph f. shall be payable upon demand by Escrow Agent. The
obligations of Charter
under this paragraph f. shall survive any termination of this Escrow
Agreement and the resignation or removal of Escrow Agent.
If Charter has not paid the amount of any compensation or
reimbursement for out-of-pocket expenses demanded by Escrow Agent
within a reasonable time following such demand, Escrow Agent is
authorized to, and may, disburse to itself from any cash contained in
the Escrow Fund, from time to time, the amount of any compensation and
reimbursement of out-of-pocket expenses due and payable hereunder
(including any amount to which Escrow Agent or any Indemnified Party
is entitled to seek indemnification pursuant to paragraph b hereof).
Escrow Agent shall notify Charter and the Representative of any
disbursement from the Escrow Fund to itself or any Indemnified Party
in respect of any compensation or reimbursement hereunder. Charter,
the Stockholders and the Representative hereby grant to Escrow Agent
and the Indemnified Parties a security interest in and lien upon the
Escrow Fund and all funds or other property therein to secure all
obligations hereunder to Escrow Agent and the Indemnified Parties, and
Escrow Agent and Indemnified Parties shall have the right to offset
the amount of any compensation or reimbursement due any of them
hereunder (including any claim for indemnification pursuant to
paragraph b hereof) against the cash on deposit in the Escrow Fund, if
Charter shall not have paid the amount of such compensation or
reimbursement within a reasonable time following Escrow Agent's demand
therefor. If for any reason funds in the Escrow Fund are insufficient
to cover such compensation and reimbursement, Charter shall promptly
pay such amounts to Escrow Agent or any Indemnified Party upon receipt
of an itemized invoice.
7. Notices. All notices, communications and deliveries
=======
required or permitted by this Agreement shall be made in writing
signed by the Party making the same, shall specify the Section of this
Agreement pursuant to which it is given or being made, and shall be
deemed given or made (i) on the date delivered if delivered by
telecopy or in person, (ii) on the third business day after it is
mailed if mailed by registered or certified mail (return receipt
requested) (with postage and other fees prepaid), or (iii) on the day
after it is delivered, prepaid, to an overnight express delivery
service that confirms to the sender delivery on such day, as follows:
To Charter:
Charter Medical Corporation
3414 Peachtree Road NE
Suite 1400
Atlanta, Georgia 31326
Attn: Steve J. Davis, General Counsel
Telecopy No.: (404) 814-5795
with a copy to:
King & Spalding
191 Peachtree Street
Atlanta, Georgia 30309
Attn: Mr. Robert W. Miller
Telecopy No.: (404) 572-5144
To Stockholders and Representative:
Gleacher & Co.
667 Madison Avenue
4th Floor
New York, New York 10021
Attn: Mr. Emil Henry
Telecopy No.: (212) 752-2711
Mr. E. Byron Hensley, Jr.
1 Mason Road
Brookline, MA 02146
with a copy to:
Weil Gotshal & Manges
767 Fifth Avenue
New York, New York 10153
Attn: Mr. David E. Zeltner
Telecopy No. (212) 310-8007
and
Sullivan & Worcester
One Post Office Square
Boston, MA 02109
Attn: Mr. Richard E. Teller
Telecopy No. (617) 338-2880
To Escrow Agent:
First Union National Bank of
North Carolina, as Escrow Agent
Corporate Trust Department
230 South Tryon Street, 8th Floor
Charlotte, North Carolina 28288-1179
Attn.: Karen Atkinson
Telecopy No.: (704) 383-7316
or to such other representative or at such other address of a Party as
such Party hereto may furnish to the other Parties in writing. If
notice is given pursuant to this Section 7 of any assignment to a
permitted successor or assign of a Party hereto, the notice shall be
given as set forth above to such successor or assign of such Party.
8. Time of the Essence; Computation of Time. Time is of
========================================
the essence for each and every provision of this Agreement. Whenever
the last day for the exercise of any privilege or the discharge of any
duty under this Agreement shall fall upon a Saturday, Sunday or any
date on which banks in Atlanta, Georgia, Boston, Massachusetts,
Charlotte, North Carolina or New York, New York are closed, the Party
having such privilege or duty may exercise such privilege or discharge
such duty on the next succeeding day which is a regular business day.
9. Successors in Interest. This Agreement shall be
======================
binding upon and shall inure to the benefit of the Parties and their
permitted successors and assigns, and any reference to a Party shall
also be a reference to a permitted successor or assign.
10. Number; Gender. Whenever the context so requires, the
==============
singular number shall include the plural and the plural shall include
the singular, and the gender of any pronoun shall include the other
genders.
11. Captions. The titles and captions contained in this
========
Agreement are inserted in this Agreement only as a matter of
convenience and for reference and in no way define, limit, extend or
describe the scope of this Agreement or the intent of any provision of
this Agreement. Unless otherwise specified to the contrary, all
references to Sections are references to Sections of this Agreement.
12. Amendments. To the extent permitted by law, this
==========
Agreement may be amended by a subsequent writing signed by all of the
Parties.
13. Controlling Law; Integration; Waiver. This Agreement
====================================
shall be governed by and construed and enforced in accordance with the
laws of the State of North Carolina, without giving effect to the
conflicts of law principles thereof. This Agreement supersedes all
negotiations, agreements and understandings among the Parties with
respect to the subject matter of this Agreement and constitutes the
entire agreement among the Parties to this Agreement. The failure of
any Party at any time or times to require performance of any
provisions of this Agreement shall in no manner affect the right to
enforce the same. No waiver by any Party of any conditions, or of the
breach of any term, provision, warranty, representation, agreement or
covenant contained in this Agreement, whether by conduct or otherwise,
in any one or more instances shall be deemed or construed as a further
or continuing waiver of any such condition or breach of any other
term, provision, warranty, representation, agreement or covenant
contained in this Agreement, the Indemnification Agreement or the
Merger Agreement.
14. No Limitation. The Parties agree that the rights and
=============
remedies of any Party under this Agreement shall not operate
to limit any other rights and remedies otherwise available to any
Party under the Indemnification Agreement or the Merger Agreement.
15. Additional Actions and Documents. Each of the Parties
================================
agrees to take or cause to be taken such further actions, to execute,
deliver and file or cause to be executed, delivered and filed such
further documents and instruments, and to obtain such consents as may
be necessary or as may be reasonably requested in order to
fully effectuate the purposes, terms and conditions of this Agreement.
16. Severability. Any provision of this Agreement which is
============
prohibited or unenforceable in any jurisdiction will, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this
Agreement, and any such prohibition or unenforceability in any
jurisdiction will not invalidate or render unenforceable such
provision in any other jurisdiction. To the extent permitted by law,
the Parties waive any provision of law which renders any such
provision prohibited or unenforceable in any respect.
17. Pooling of Interest. If any provision of this
===================
Agreement or the application of any such provision to any person or
circumstance shall preclude the use of "pooling of interest"
accounting treatment in connection with the Merger, then such
provision shall be of no force and effect to the extent, and solely to
the extent, necessary to preserve such accounting treatment for the
Merger, and in that event, the remainder of this Agreement shall not
be affected, and in lieu of such provision there shall be added as
part of this Agreement a provision as similar in terms as may be
possible for the Merger to be treated as a "pooling of interests" for
accounting purposes.
18. Jurisdiction and Venue. In the event that any party
======================
hereto commences a lawsuit or other proceeding relating to or arising
from this Agreement, the parties hereto agree that the United States
District Court of the Western District of North Carolina shall have
the sole and exclusive jurisdiction over any such proceeding. If such
court lacks federal subject matter jurisdiction, the parties agree
that the Superior Court Division of the General Court of Justice of
Mecklenburg County, North Carolina shall have sole and exclusive
jurisdiction. Any of these courts shall be proper venue for any such
lawsuit or judicial proceeding and the parties hereto waive any
objection to such venue. The parties hereto consent to and agree to
submit to the jurisdiction of any of the courts specified herein and
agree to accept service or process to vest personal jurisdiction over
them in any of these courts.
19. Purchase of Securities. The Escrow Agent and any
======================
stockholder, director, officer or employee of the Escrow Agent
may buy, sell, and deal in any of the securities of Charter and become
pecuniarily interested in any transaction in which Charter may be
interested, and contract and lend money to Charter and otherwise act
as fully and freely as though it were not Escrow Agent under this
Agreement. Nothing herein shall preclude the Escrow Agent from acting
in any other capacity for Charter or for any other entity.
IN WITNESS WHEREOF, the Parties hereto have caused this
Agreement to be executed as of the date first above written.
GLEACHER & CO. INC.
as Representative
By: /s/ Emil W. Henry, Jr.
------------------------------------
Name: Emil W. Henry, Jr.
Title: Managing Director
/s/ E. Byron Hensley, Jr.
------------------------------
E. Byron Hensley, Jr.,
as Representative
CHARTER MEDICAL CORPORATION
By: /s/ Michael Catalano
----------------------------------
Name: Michael Catalano
Title: Vice President Planning
and Development
FIRST UNION NATIONAL BANK OF
NORTH CAROLINA, as Escrow Agent
By: /s/ Karen E. Atkinson
-----------------------------------
Name: Karen E. Atkinson
Title: Asssistant Vice President
Dates Referenced Herein
| Referenced-On Page |
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| This ‘SC 13D’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 1/27/96 | | 3 | | | | | None on these Dates |
| Filed on: | | 2/13/95 |
| | 12/19/94 | | 1 |
| List all Filings |
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