Page | (sequential) | | | | (alphabetic) | Top |
---|
| | |
- Alternative Formats (Word, et al.)
- A. Conditions Precedent to the Obligations of the Purchasers
- A. Definitions
- AIG Standstill Provisions
- A. Notices
- A. Organization, Good Standing, Power, Authority, Etc
- A. Restrictive Legends
- Articles of Amendment
- Articles Supplementary
- A. Time and Place of the Closing
- Background of and Reasons for the Investment Proposals
- B. Capitalization of A&A
- B. Certificates for Shares and Conversion Shares To Bear Legends
- B. Conditions Precedent to Obligations of A&A
- B. Expenses
- B. No Conflicts; No Consents
- Board of Directors' Recommendations
- B. Transactions at the Closing
- Certain Considerations
- C. Governing Law
- C. Investment Intent, Etc
- Company Payments in Certain Events
- Conditions to Closing
- Covenants
- C. Registration Rights
- C. Removal of Legends
- Diminished Ability to Sell the Company
- D. Pre-Closing Activities
- D. SEC Documents
- D. Severability; Interpretation
- E. Headings
- E. Information
- E. Proxy Statement
- Existing Anti-Takeover Provisions
- F. Authority and Qualification of A&A
- F. Entire Agreement
- F. Restriction on Issuance of Stock
- G. Counterparts
- G. Restriction on Amendments to By-Laws
- G. Subsidiaries
- H. Outstanding Securities
- H. Stockholders Meeting
- I. Hart-Scott-Rodino
- Increase of Authorized Stock
- I. No Contravention, Conflict, Breach, Etc
- Introduction
- Investment Proposals
- J. Acquisition Proposals
- J. Consents
- K. Access
- K. No Existing Violation, Default, Etc
- L. Licenses and Permits
- L. Publicity
- M. Certain Special Events
- Miscellaneous
- M. Title to Properties
- N. Environmental Matters
- Non-Solicitation
- N. Reservation of Shares
- O. Adjustment Payments
- Opinion of Financial Advisor
- O. Taxes
- Other Matters
- P. Litigation
- Proposal 1 -- the Purchase Agreement
- Proposal 2 -- Charter Amendment
- Proxy Statement
- Purchase and Sale of Series B Preferred Stock
- Purchaser
- Q. Labor Matters
- R. Contracts
- Registration Rights
- Registration Rights Agreement
- Repurchase at Holder's Option
- Required Vote
- Rights Agreement
- Rights Agreement Amendment
- Section 1. Definitions
- Section 2. Registration Rights
- Section 3. Indemnification
- Section 4. Miscellaneous
- Security Ownership of Certain Beneficial Owners
- Security Ownership of Directors and Executive Officers
- S. Finder's Fees
- Source of Funds; Information Concerning AIG
- Stockholder Proposals for 1995 Meeting
- Table of Contents
- Termination
- Terms of Class D Stock
- Terms of Series B Preferred Stock
- Terms of Series B Preferred Stock and Class D Common Stock
- T. Financial Statements
- U. ERISA
- Use of Proceeds
- V. Contingent Liabilities
- Voting Securities and Principal Holders
- W. No Material Adverse Change
- X. Investment Company
- Y. Exemption from Registration; Restrictions on Offer and Sale of Same or Similar Securities
- Z. Use of Proceeds
- 10. Performance; Waiver
- 10. Registration Rights Agreement
- 11. Other
- 11. Successors and Assigns
- 12. Hart-Scott-Rodino
- 12. Miscellaneous
- 13. Articles Supplementary; Articles of Amendment
- 14. Exemption from Special Voting Requirements
- 15. Special Events
- 1. Compliance by A&A
- 1. Compliance by AIG
- 1. Definitions; Certain References
- 2.1 Demand Registration Rights
- 2.2 Incidental Registration
- 2.3 Supplements and Amendments
- 2.4 Restrictions on Public Sale by the Company and Others
- 2.5 Underwritten Registrations
- 2.6 Registration Procedures
- 2.7 Registration Expenses
- 2.8 Rule 144
- 2. Closing
- 2. No Legal Action
- 3.1 Indemnification by the Company
- 3.2 Indemnification by Holder of Registrable Securities
- 3.3 Conduct of Indemnification Proceeding
- 3.4 Contribution
- 3.5 Other Indemnities
- 3. Amendment of Charter
- 3. Conditions to the Closing
- 4.10 Entire Agreement
- 4.11 Attorneys' Fees
- 4.12 Securities Held by the Company or Its Subsidiaries
- 4.1 Remedies
- 4.2 No Inconsistent Agreements
- 4.3 Amendments and Waivers
- 4.4 Notices
- 4.5 Successors and Assigns
- 4.6 Counterparts
- 4.7 Headings
- 4.8 Governing Law
- 4.9 Severability
- 4. Representations and Warranties of A&A
- 4. Shareholder Approval
- 5. Regulatory Matters
- 5. Representations and Warranties of the Purchasers
- 5. Stock Exchange Listing
- 6. Covenants of the Parties
- 6. Rights Agreement
- 7. Regulatory Matters
- 7. Standstill
- 8. Insurance Arrangement
- 8% Series B Cumulative Convertible Preferred Stock
- 8. Termination
- 9. Legal Opinions
- 9. Survival of Representations and Warranties
|
1 | 1st Page - Filing Submission
|
3 | Table of Contents
|
4 | Proxy Statement
|
" | Introduction
|
" | Voting Securities and Principal Holders
|
5 | Security Ownership of Certain Beneficial Owners
|
6 | Security Ownership of Directors and Executive Officers
|
7 | Investment Proposals
|
" | Background of and Reasons for the Investment Proposals
|
10 | Board of Directors' Recommendations
|
11 | Opinion of Financial Advisor
|
13 | Use of Proceeds
|
14 | Source of Funds; Information Concerning AIG
|
" | Certain Considerations
|
" | Diminished Ability to Sell the Company
|
15 | Company Payments in Certain Events
|
16 | Proposal 1 -- the Purchase Agreement
|
" | Purchase and Sale of Series B Preferred Stock
|
" | Terms of Series B Preferred Stock
|
18 | Repurchase at Holder's Option
|
20 | Terms of Class D Stock
|
21 | AIG Standstill Provisions
|
22 | Registration Rights
|
" | Non-Solicitation
|
" | Covenants
|
24 | Conditions to Closing
|
25 | Termination
|
" | Rights Agreement Amendment
|
" | Required Vote
|
26 | Proposal 2 -- Charter Amendment
|
" | Increase of Authorized Stock
|
27 | Existing Anti-Takeover Provisions
|
28 | Rights Agreement
|
30 | Terms of Series B Preferred Stock and Class D Common Stock
|
" | Miscellaneous
|
" | Stockholder Proposals for 1995 Meeting
|
31 | Other Matters
|
35 | 1. Definitions; Certain References
|
" | A. Definitions
|
37 | 2. Closing
|
" | A. Time and Place of the Closing
|
" | B. Transactions at the Closing
|
" | 3. Conditions to the Closing
|
" | A. Conditions Precedent to the Obligations of the Purchasers
|
" | 1. Compliance by A&A
|
38 | 2. No Legal Action
|
" | 3. Amendment of Charter
|
" | 4. Shareholder Approval
|
" | 5. Stock Exchange Listing
|
" | 6. Rights Agreement
|
" | 7. Regulatory Matters
|
" | 8. Insurance Arrangement
|
" | 9. Legal Opinions
|
43 | 10. Registration Rights Agreement
|
" | 11. Other
|
" | 12. Hart-Scott-Rodino
|
" | 13. Articles Supplementary; Articles of Amendment
|
" | 14. Exemption from Special Voting Requirements
|
" | 15. Special Events
|
" | B. Conditions Precedent to Obligations of A&A
|
" | 1. Compliance by AIG
|
44 | 5. Regulatory Matters
|
" | 4. Representations and Warranties of A&A
|
" | A. Organization, Good Standing, Power, Authority, Etc
|
" | B. Capitalization of A&A
|
45 | C. Registration Rights
|
" | D. SEC Documents
|
" | E. Proxy Statement
|
" | F. Authority and Qualification of A&A
|
" | G. Subsidiaries
|
46 | H. Outstanding Securities
|
" | I. No Contravention, Conflict, Breach, Etc
|
" | J. Consents
|
" | K. No Existing Violation, Default, Etc
|
47 | L. Licenses and Permits
|
" | M. Title to Properties
|
" | N. Environmental Matters
|
" | O. Taxes
|
48 | P. Litigation
|
" | Q. Labor Matters
|
" | R. Contracts
|
" | S. Finder's Fees
|
" | T. Financial Statements
|
" | U. ERISA
|
49 | V. Contingent Liabilities
|
" | W. No Material Adverse Change
|
" | X. Investment Company
|
50 | Y. Exemption from Registration; Restrictions on Offer and Sale of Same or Similar Securities
|
" | Z. Use of Proceeds
|
" | 5. Representations and Warranties of the Purchasers
|
" | B. No Conflicts; No Consents
|
" | C. Investment Intent, Etc
|
51 | 6. Covenants of the Parties
|
" | A. Restrictive Legends
|
" | B. Certificates for Shares and Conversion Shares To Bear Legends
|
52 | C. Removal of Legends
|
" | D. Pre-Closing Activities
|
" | E. Information
|
53 | F. Restriction on Issuance of Stock
|
" | G. Restriction on Amendments to By-Laws
|
" | H. Stockholders Meeting
|
" | I. Hart-Scott-Rodino
|
" | J. Acquisition Proposals
|
54 | K. Access
|
" | L. Publicity
|
" | M. Certain Special Events
|
" | N. Reservation of Shares
|
" | O. Adjustment Payments
|
55 | 7. Standstill
|
58 | 8. Termination
|
" | 9. Survival of Representations and Warranties
|
" | 10. Performance; Waiver
|
" | 11. Successors and Assigns
|
59 | 12. Miscellaneous
|
" | A. Notices
|
" | B. Expenses
|
" | C. Governing Law
|
" | D. Severability; Interpretation
|
60 | E. Headings
|
" | F. Entire Agreement
|
" | G. Counterparts
|
65 | Registration Rights Agreement
|
" | Section 1. Definitions
|
67 | Section 2. Registration Rights
|
" | 2.1 Demand Registration Rights
|
68 | 2.2 Incidental Registration
|
69 | 2.3 Supplements and Amendments
|
" | 2.4 Restrictions on Public Sale by the Company and Others
|
70 | 2.5 Underwritten Registrations
|
" | 2.6 Registration Procedures
|
75 | 2.7 Registration Expenses
|
76 | 2.8 Rule 144
|
" | Section 3. Indemnification
|
" | 3.1 Indemnification by the Company
|
77 | 3.2 Indemnification by Holder of Registrable Securities
|
" | 3.3 Conduct of Indemnification Proceeding
|
" | 3.4 Contribution
|
78 | 3.5 Other Indemnities
|
" | Section 4. Miscellaneous
|
" | 4.1 Remedies
|
" | 4.2 No Inconsistent Agreements
|
" | 4.3 Amendments and Waivers
|
79 | 4.4 Notices
|
" | 4.5 Successors and Assigns
|
" | 4.6 Counterparts
|
" | 4.7 Headings
|
" | 4.8 Governing Law
|
" | 4.9 Severability
|
80 | 4.10 Entire Agreement
|
" | 4.11 Attorneys' Fees
|
" | 4.12 Securities Held by the Company or Its Subsidiaries
|
" | Purchaser
|
83 | Articles of Amendment
|
89 | Articles Supplementary
|
" | 8% Series B Cumulative Convertible Preferred Stock
|