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EXHIBIT 10.3
STOCKHOLDERS AGREEMENT
THIS STOCKHOLDERS AGREEMENT (this "Agreement"), dated as of _____ __,
1999, is made and entered into by and among Robinson-Prather Partnership (the
"R-P Partnership"), Hilton H. Howell, Jr., W. James Host, Charles L. Jarvie and
Douglas L. Jarvie (each, a "Subject Stockholder" and collectively, the "Subject
Stockholders").
WHEREAS, BR Holding, Inc. ("Parent"), Bull Run Corporation ("Bull Run")
and a wholly owned subsidiary of Parent have entered into an Agreement and Plan
of Merger (the "Reorganization Agreement"), dated as of _________, 1999,
pursuant to which, among other things, such subsidiary will merge with and into
Bull Run (the "Reorganization") and shares of common stock, par value $. 01 per
share ("Parent Common Stock"), of Parent will be issued to the stockholders of
Bull Run;
WHEREAS, Parent, Bull Run, Capital Sports Properties, Inc. ("Capital"),
Host Communications, Inc. ("Host"), Universal Sports America, Inc. ("USA") and
three wholly owned subsidiaries of Parent have entered into an Agreement and
Plan of Merger (the "Merger Agreement"), dated as of February 15, 1999, as
amended to date, pursuant to which, among other things, such subsidiaries will
merge immediately after the Reorganization with and into Capital, Host and USA
(the "Mergers") and shares of Parent Common Stock will be issued to the
stockholders of Capital, Host and USA;
WHEREAS, after giving effect to the Reorganization and the Mergers, each
of the Subject Stockholders will beneficially own the number of shares of Parent
Common Stock set forth opposite such Subject Stockholder's name on Exhibit A
hereto (such shares, together with any shares of Parent Common Stock acquired
after the date hereof, whether upon exercise of options, conversion of
convertible securities or otherwise are collectively referred to herein as the
"Post-Merger Shares"); and
WHEREAS, the parties hereto wish to agree as to the voting of the
Post-Merger Shares by the Subject Stockholders under certain circumstances.
NOW, THEREFORE, in consideration of the premises and the representations,
warranties, covenants and agreements herein contained, the parties hereby agree
as follows:
1. Definitions. Capitalized terms used and not defined herein have the
respective meanings ascribed to them in the Merger Agreement.
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2. Voting Agreement.
(a) Agreement to Vote for Directors. From and after the date of this
Agreement, subject to Section 2(b) hereof, at any meeting of the holders of
Parent Common Stock called for the purpose of filling positions on the Board of
Directors of Parent, however called, or in any other circumstance upon which the
vote, consent or other approval of the holders of shares of Parent Common Stock
is sought for such purpose, each Subject Stockholder shall vote, or cause to be
voted, all of the Post-Merger Shares owned by him or it in favor of the election
or re-election, as the case may be, of each of Robert S. Prather, J. Mack
Robinson, Hilton H. Howell, Jr., Charles L. Jarvie, W. James Host and any
designee of the R-P Partnership (each, a "Designated Director"). No Subject
Stockholder shall vote to remove any Designated Director elected or reelected,
as the case may be, in accordance with the foregoing procedure, unless such
Designated Director ceases to be a Designated Director pursuant to Section 2(b)
or such Designated Director has engaged in willful misconduct or has breached
his fiduciary duty.
(b) Effect of Dispositions and Dilution. At such time as any of
Robert S. Prather, J. Mack Robinson, Hilton H. Howell, Jr., Charles L. Jarvie or
W. James Host ceases to beneficially own (within the meaning of Rule 13d-3 under
the Securities Exchange Act of 1934) capital stock of Parent representing 50% or
more of the total voting power of capital stock of Parent beneficially owned by
such person immediately after giving effect to the Mergers and the
Reorganization (as shown as Exhibit A hereto), such person shall cease to be a
Designated Director, shall no longer have any rights hereunder and this
Agreement shall terminate as to such person.
(c) Agreement to Vote on Other Matters. From and after the date of
this Agreement, at any meeting of the holders of Parent Common Stock, however
called, or in any circumstance upon which the vote, consent or other approval of
the holders of shares of Parent Common Stock is sought for any purpose, each of
Charles L. Jarvie, Douglas L. Jarvie and W. James Host shall vote, or cause to
be voted, all of the Post-Merger Shares owned by him in the manner designated by
the R-P Partnership.
(d) No Inconsistent Agreements. Each Subject Stockholder agrees that
he or it shall not enter into any agreement or understanding with any person or
entity, the effect of which would be inconsistent with or violate the provisions
and agreements contained in this Section 2.
(e) Fiduciary Obligations Unaffected. Nothing herein shall in any
way restrict or limit a Subject Stockholder from taking any action in his
capacity as a director or officer of Parent or otherwise fulfilling his
fiduciary obligations as a director or officer of Parent.
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3. Representations and Warranties of Each Subject Stockholder. Each
Subject Stockholder hereby represents and warrants to the other Subject
Stockholders as to his or its ownership of Post-Merger Shares as follows:
(a) Ownership of Shares. After giving effect to the Reorganization
and the Mergers, such Subject Stockholder will be beneficial owner (within the
meaning of Rule 13d-3 under the Securities Exchange Act of 1934), of the number
of shares of Parent Common Stock set forth opposite such Subject Stockholder's
name on Exhibit A.
(b) Power; Binding Agreement. Such Subject Stockholder has the legal
capacity, power and authority to enter into and perform all of his or its
obligations under this Agreement. The execution, delivery and performance of
this Agreement by such Subject Stockholder will not violate any other agreement
to which such Subject Stockholder is a party, including, without limitation, any
voting agreement, stockholders' agreement or voting trust. This Agreement has
been duly and validly executed and delivered by such Subject Stockholder and
constitutes a valid and binding obligation of such Subject Stockholder
enforceable against such Subject Stockholder in accordance with its terms,
subject to applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and similar laws affecting creditors' rights and
remedies generally and subject, as to enforceability, to general principles of
equity, including principles of commercial reasonableness, good faith and fair
dealing (regardless of whether enforcement is sought in a proceeding at law or
in equity).
4. Miscellaneous.
(a) Entire Agreement. This Agreement constitutes the entire
agreement among the parties with respect to the subject matter hereof and
supersedes all other prior agreements and understandings, both written and oral,
between the parties with respect to the subject matter hereof.
(b) Amendments. This Agreement may not be amended, changed,
supplemented or otherwise modified or terminated, except upon the execution and
delivery of a written agreement executed by the parties hereto.
(c) Notices. All notices, requests, claims, demands, and other
communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly received if so given) by hand delivery, telegram, telex
or telecopy or by mail (registered or certified mail, postage prepaid, return
receipt requested) or by any courier service providing proof of delivery. All
communications hereunder shall be delivered to the respective parties at the
following addresses or the addresses set forth on the signature pages hereto:
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If to Robinson-
Prather Partnership: c/o Bull Run Corporation
4370 Peachtree Road, NE
Atlanta, Georgia 30319
Attention: Robert S. Prather
Facsimile: (404) 26l-9607
If to any other
Subject
Stockholder: to the address set forth on the signature page for
such Subject Stockholder attached hereto.
or to such other address as the person to whom notice is given may have
previously furnished to the others in writing in the manner set forth above.
(d) Severability. Whenever possible, each provision or portion of
any provision of this Agreement will be interpreted in such manner as to be
effective and valid under applicable law but if any provision or portion of any
provision of this Agreement is held to be invalid, illegal or unenforceable in
any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality or unenforceability will not affect any other provision
or portion of any provision in such jurisdiction, and this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal, or unenforceable provision or portion of any provision had never been
contained herein.
(e) Specific Performance. Each of the Subject Stockholders
recognizes and acknowledges that a breach by him or it of any covenants or
agreements contained in this Agreement will cause the other parties to sustain
damages for which they would not have an adequate remedy at law for money
damages and, therefore, in the event of any such breach, each non-breaching
Subject Stockholder shall be entitled to the remedy of specific performance of
such covenants and agreements and injunctive and other equitable relief in
addition to any other remedy to which they may be entitled, at law or in equity.
(f) Further Assurances. From time to time, at a party's request and
without further consideration, each party hereto shall execute and deliver such
additional documents and take all such further action as may be necessary or
desirable to consummate and make effective, in the most expeditious manner
practicable, the transactions contemplated by this Agreement.
(g) No Third Party Beneficiaries. This Agreement is not intended to
be for the benefit of, and shall not be enforceable by, any person or entity who
or which is not a party hereto.
(h) Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Georgia, without giving effect to
the principles of conflicts of law thereof.
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(i) Descriptive Headings. The descriptive headings used herein are
inserted for convenience of reference only and are not intended to be part of or
to affect the meaning or interpretation of this Agreement.
(j) Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed to be an original but all of which, taken
together, shall constitute one and the same agreement. This Agreement shall not
be effective as to any party hereto until such time as this Agreement or a
counterpart thereof has been executed and delivered by each party hereto.
(k) Expiration. This Agreement shall expire on __________, 2006,
unless earlier terminated by the mutual written agreement of all the parties
hereto or pursuant to Section 2(b).
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date first above written.
ROBINSON-PRATHER PARTNERSHIP
By:
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its general partner
By
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Name:
Title:
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Hilton H. Howell, Jr.
[Address]
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W. James Host
[Address]
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Charles L. Jarvie
[Address]
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Douglas L. Jarvie
[Address]
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Exhibit A
SUBJECT STOCKHOLDERS
BENEFICIAL OWNERSHIP OF PARENT COMMON STOCK
AFTER GIVING EFFECT TO THE REORGANIZATION AND THE MERGERS
Options to Purchase
Shares of Parent Shares of Parent
Name Common Stock Common Stock Total
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Robinson-Prather
Partnership
Hilton H. Howell, Jr.
W. James Host
Charles L. Jarvie
Douglas L. Jarvie
TOTAL
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Exhibit B
PREFERRED SHAREHOLDERS
Number of
Name Shares Owned % of Outstanding
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Capital Sports Properties, Inc. 37,500 100%
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