EXHIBIT 4.4
PURCHASE AGREEMENT
This Purchase Agreement is made as of July 12, 1996, by and
between the purchaser whose name and address are shown on the signature page
hereof (the "Purchaser") and AmVestors Financial Corporation (the "Company"), a
corporation organized under the laws of the State of Kansas in the United States
of America, with its principal offices at 415 S.W. Eighth Avenue, Topeka, Kansas
66603.
WHEREAS, the Company has entered into a Placement Agreement
dated as of July 12, 1996 (the "Placement Agreement"), with The
Robinson-Humphrey Company, Inc. ("Robinson-Humphrey"), a Delaware corporation,
pursuant to which Robinson-Humphrey will act as placement agent in connection
with the offering ("Offering") of the Company's 3% Convertible Subordinated
Debentures due 2003 (the "Debentures");
WHEREAS, the aggregate principal amount of Debentures being
offered is US $65,000,000, which amount may be increased, or decreased to an
amount not less than $50,000,000, by agreement of the Company and
Robinson-Humphrey;
WHEREAS, the completion of the purchase and sale of the
Debentures between the Company and the several Purchasers (the "Closing"), and
the termination of the Offering, is scheduled to take place on the 12th day of
July, 1996, or such later date (the "Closing Date") as is agreed upon by the
Company and Robinson-Humphrey;
WHEREAS, the Purchaser has received a copy of the Confidential
Offering Memorandum of the Company dated June 1, 1996, including Appendix A
thereto (collectively, the "Offering Memorandum") relating to the Debentures,
and a copy of a Terms Supplement to such Offering Memorandum dated June 26, 1996
("Terms Supplement");
WHEREAS, the Company and the Purchaser intend that any blanks
in the form of this Purchase Agreement shall be filled with the terms set forth
in the Offering Memorandum and Terms Supplement;
WHEREAS, the Debentures will be issued under an indenture
dated as of the Closing Date (the "Indenture") between the Company and the
Boatmen's Trust Company, as trustee (the "Trustee");
WHEREAS, the Purchaser wishes to have the benefit of a
registration agreement substantially in the form set forth in Appendix A of the
Offering Memorandum ("Registration Agreement") and herein authorizes
Robinson-Humphrey to execute such Registration Agreement on its behalf as of the
Closing Date;
WHEREAS, the Purchaser wishes to have the benefit of a
custodian agreement substantially in the form set forth in Appendix A of the
Offering Memorandum ("Custodial Agreement") pursuant to which the Company
intends to select Boatmen's Trust Company or other qualified financial
institution (the "Custodian") to accept delivery of, and to hold as specified
therein, the Debenture being purchased by Purchaser ("Custodian Agreement"), and
herein authorizes Robinson-Humphrey to execute such Custodian Agreement on its
behalf as of the Closing Date;
WHEREAS, Purchaser wishes to buy from the Company the
aggregate principal amount of Debentures for the purchase price set forth on the
signature page of this Purchase Agreement, and the Company, subject to its right
to reduce such amount in its sole discretion, desires to sell to the Purchaser
such aggregate principal amount of Debentures;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants contained in this Purchase Agreement, the parties agree as
follows:
Section 1. Authorization of Sale of the Debentures. Subject to
the terms and conditions of this Purchase Agreement and the Placement Agreement,
the Company has authorized the sale of the Debentures.
Section 2. Agreement to Sell and Purchase the Debentures.
Subject to the terms and conditions of this Purchase Agreement, the Indenture,
the Registration Rights Agreement, and the Placement Agreement, the Company
agrees to sell and Purchaser agrees to buy the aggregate principal amount of
Debentures set forth on the signature page of this Purchase Agreement, or such
lesser amount as determined by the Company in its sole discretion, provided that
the Company shall also have the right to reject any order in whole. The terms of
the Debentures will be as set forth in the Offering Memorandum, the Terms
Supplement, and the Indenture. Purchaser shall pay the aggregate amount set
forth on the signature page hereof (the "Purchase Price") by wire transfer of
immediately available funds, to the account of the Company as set forth in the
Terms Supplement not later than 4:00 p.m. Eastern Time, on the day preceding the
Closing Date. If no Debentures are sold to such Purchaser, or if the aggregate
amount of Debentures sold to such Purchaser is less than such amount set forth
on the signature page of this Purchase Agreement, the Company will wire transfer
such aggregate or excess amount pursuant to the wire transfer instructions
specified in the signature page hereof, or in the absence of such instructions,
shall contact Purchaser for instructions as to how to return any excess amount
The amounts sent in by the Purchaser shall be placed into an
interest-bearing account at the financial institution set forth in the Terms
Agreement. Any interest actually earned on such amounts prior to but not
including the Closing Date will be paid to the Purchaser. The Company shall have
no responsibility for the safe-keeping of any amounts held in such account and
shall not guarantee any interest on such amounts.
The Company represents to Purchaser that, contemporaneously
with the execution by the Company of this Purchase Agreement, the Company will
be executing substantially identical agreements (except for the name and address
of the Purchaser, the principal amount of Debentures purchased, and the
aggregate principal amount therefor) with certain other investors (the "Other
Purchasers") for an aggregate principal amount of up to $60 million (which
amount may be increased, or decreased to no less than $50 million, by the
Company and Robinson-Humphrey). Purchaser and Other Purchasers are hereinafter
sometimes referred to as the "Purchasers," and this Purchase Agreement and such
other Purchase Agreements are hereinafter sometimes referred to as the "Purchase
Agreements."
Section 3. Issuance of the Certificates Representing the
Debentures. At the Closing, the Company will cause to be delivered to the
Custodian, one certificate for the Debentures registered in the name of
Purchaser as set forth on the signature page hereof (or in such name as
designated by Purchaser on the signature page hereof). The obligations of the
Company to sell the Debentures and to deliver such certificate to the Custodian
at the Closing shall be subject to, in addition to other terms and conditions
set forth herein, the following conditions: (a) receipt by the Company of funds
as set forth in Section 2 above in the full amount of the Purchase Price for the
Debentures, and (b) the accuracy, as of the Closing Date, of the representations
and warranties made by Purchaser herein and compliance, as of the Closing Date,
with the covenants made by Purchaser herein, which accuracy and compliance shall
be deemed to be confirmed by the delivery of the Purchase Price. Purchaser's
obligation to pay for the Debentures shall be subject to the following
conditions: (a) compliance with the conditions to Closing set forth in Section 5
of the Placement Agreement, and (b) accuracy, as of the Closing Date, of the
representations and warranties made by the Company herein and compliance, as of
the Closing Date, with the covenants made by the Company herein, which accuracy
and compliance shall be deemed confirmed by the delivery of the certificates
evidencing the Debentures.
Section 4. Representations, Warranties and Covenants of the
Company. The Company hereby represents and warrants to, and covenants with,
Purchaser as follows:
4.1. Organization and Qualification. The Company is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Kansas in the United States of America and has all requisite
corporate power and authority to own and lease its properties and to conduct its
business as presently conducted and as described in the Offering Memorandum. The
Company is duly qualified to do business and is in good standing in every
jurisdiction where such qualification is required by controlling law and where
the failure to so qualify is reasonably likely to have a material adverse effect
on the Company and its subsidiaries, taken as a whole. Each of the Company's
Subsidiaries is a corporation duly organized, validly existing and in good
standing under the laws of its respective jurisdiction of incorporation or
charter and has all requisite corporate power and authority to own and lease its
properties and to conduct its business as presently conducted and as described
in the Offering Memorandum. Each of the Company's subsidiaries is duly qualified
to do business and is in good standing in every jurisdiction where such
qualification is required by controlling law and where the failure to so qualify
is reasonably likely to have a material adverse effect on the Company and its
subsidiaries, taken as a whole. Each Company subsidiary that is in the business
of underwriting, insuring or reinsuring insurance policies ("Insurance
Subsidiary") is (i) duly licensed or authorized as an insurance company in its
jurisdiction of incorporation and (ii) duly licensed or authorized as an
insurance company in each other jurisdiction where it is required to be so
licensed or authorized, except where the failure to be so licensed or authorized
is reasonably likely to have a material adverse effect on the Company and its
subsidiaries, taken as a whole.
4.2. Authorized Capital Stock. The authorized capital stock of
the Company is as set forth in the Offering Memorandum. The description of the
issued and outstanding shares of capital stock of the Company as presented in
the Offering Memorandum is correct as of the date set forth therein. All issued
and outstanding shares of Company capital stock have been duly and validly
authorized and issued, are fully paid and nonassessable, have been issued in
compliance with all federal and state securities laws, and have not been issued
in violation of or subject to any preemptive right, co-sale right, registration
right, right of first refusal or other similar right. All of the outstanding
shares of capital stock of the Company's subsidiaries have been duly and validly
authorized and issued and are fully paid and non-assessable. All of the
outstanding capital stock of the Company's subsidiaries, except for eight
directors qualifying shares for American Investors Life Insurance Company, Inc.,
is owned directly by the Company or indirectly through a subsidiary all of the
outstanding capital stock of which subsidiary is owned directly by the Company
free and clear and without notice of any lien, security interest, mortgage,
pledge, charge, encumbrance or other restriction of any nature whatsoever.
4.3. Due Execution, Delivery and Performance of the Placement
Agreement and the Purchase Agreements. The execution, delivery and performance
of the Indenture, the Placement Agreement, the Registration Rights Agreement,
and the Purchase Agreements by the Company (a) have been duly authorized by all
requisite corporate action of the Company and (b) will not violate (i) the
Certificate of Incorporation, Bylaws or other governing instruments of the
Company or its subsidiaries or (ii) any provision of any indenture, mortgage,
agreement, contract, or other instrument to which the Company or any of its
subsidiaries is bound, or be in conflict with, or result in a breach of or
constitute (upon notice or lapse of time or both) a default under any such
indenture, mortgage, agreement, contract, or other instrument or result in the
creation or imposition of any lien, security interest, mortgage, pledge, charge
or other encumbrance of any nature whatsoever upon any of the properties or
assets of the Company or any of its subsidiaries (except for such violation,
breach, default, creation or imposition, in (b)(ii) above which is not
reasonably likely to have a material adverse effect on the Company and its
subsidiaries, taken as a whole). Upon execution and delivery, the Indenture, the
Registration Rights Agreement, and the Purchase Agreements will constitute
legal, valid and binding obligations of the Company, enforceable in accordance
with their respective terms, except insofar as the enforcement thereof may be
limited by bankruptcy law or other laws relating to or affecting the enforcement
of creditors' rights generally or by general equitable principles or public
policy (regardless of whether such enforceability is considered in a proceeding
in equity or at law) and except as rights to indemnity or contribution may be
limited under applicable law.
4.4. Issue and Delivery of Debentures and Underlying Common
Stock. The Debentures to be purchased from the Company hereunder and the no par
value Common Stock into which the Debentures may be converted (the "Underlying
Common Stock") have been duly authorized for offer, issuance and sale to
Purchaser pursuant to this Agreement. At and as of the Closing Date, each of the
Debentures will have been duly executed by the Company and, when duly
authenticated by the Trustee under the Indenture and delivered against payment
therefor in accordance with the terms of this Agreement, will be duly and
validly issued and will constitute valid and legally binding obligations of the
Company and its subsidiaries entitled to the benefits of the Indenture and
enforceable in accordance with their terms, except insofar as enforceability may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting creditors' rights generally. No preemptive right,
co-sale right, registration right, right of first refusal or other similar right
exists with respect to any of the Debentures or the issuance and sale thereof,
other than those that have been expressly disclosed and waived in writing(s)
delivered to Robinson-Humphrey prior to the date hereof, and contemplated by
this Purchase Agreement or the Registration Rights Agreement. When issued,
executed and delivered by the Company and authenticated by the Trustee, the
Debentures (and the Underlying Common Stock upon proper conversion) will be
issued to Purchaser free and clear of any security interests, pledges,
hypothecations, liens, encumbrances or claims of any type or nature. The shares
of Underlying Common Stock have been duly and validly authorized and upon
issuance and delivery pursuant to a proper conversion of the Debentures in the
manner herein described, will be validly issued, fully paid and nonassessable.
No further approval or authorization by the Boards of Directors of the Company
and its subsidiaries or any other Person is required for the issuance and sale
or transfer of the Debentures or the shares of Underlying Common Stock upon
conversion.
4.5. Offering Memorandum and Additional Information. The
Company has furnished, and Purchasers acknowledged receipt of, the documents
shown below except, in each case, for any exhibits, which will be furnished to
any Purchaser upon request:
(a) the Offering Memorandum, including Appendix A; and
(b) the Terms Supplement.
The Offering Memorandum (including Appendix A), Terms
Supplement, and any supplement or amendment to the Offering Memorandum or Terms
Supplement, when combined with the documents incorporated by reference therein
(except as amended, supplemented or superseded by the Offering Memorandum
(including Appendix A), the Terms Supplement, and any amendment to either), when
considered as a whole, do not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements therein, in light
of the circumstances under which they are made, not misleading, of which the
Company has knowledge, or in the exercise of reasonable care the Company could
have known.
4.6. Legal Proceedings. There are no actions, suits,
investigations or proceedings pending other than as disclosed in the Offering
Memorandum (including the documents incorporated therein and provided to the
Purchasers) to which the Company or any of its subsidiaries is a party before or
by any federal, state or foreign court or governmental agency or body, tribunal,
commission, board, agency or instrumentality, or before any arbitrator which is
reasonably like to have, individually or in the aggregate, a material adverse
effect on the business, financial condition or results of operations of the
Company and its subsidiaries, taken as a whole; and to the knowledge of the
Company, no actions, suits, investigations or proceedings are threatened by any
person, corporation or governmental agency or body; nor is there any judgment,
decree, injunction, rule or order of any court, governmental department,
commission, agency, instrumentality or arbitrator outstanding against the
Company or any of the Company subsidiaries having, or which, insofar as can
reasonably be foreseen, in the future may have, individually or in the
aggregate, a material adverse effect on the business, financial condition or
results of operations of the Company and its subsidiaries, taken as a whole.
4.7. No Material Adverse Change. Subsequent to the respective
dates as of which information is given in the Offering Memorandum, and except as
specifically described therein, there has not been any material adverse change
in the results of operations, condition (financial or otherwise) earnings,
operations or business, of the Company and its subsidiaries, taken as a whole.
There are no conditions that would constitute a Default or Event of Default
under the Indenture or any other indebtedness of the Company or any of its
subsidiaries, provided that is understood that the indebtedness which is to be
paid out of the proceeds of the sale of the Debentures would be in default as a
result of the sale of the Debentures were such indebtedness not to be repaid out
of such proceeds.
4.8. Law and Regulation.
(a) The Company and its subsidiaries are in compliance with,
and conduct their respective businesses in conformity with all
applicable laws and governmental regulations governing the businesses
conducted by the Company and its subsidiaries, as the case may be,
except for failures to comply or conform which would not have a
material adverse effect on the business, financial condition or results
of operations of the Company and its subsidiaries, taken as a whole.
(b) The Company and each of its subsidiaries has all permits,
licenses and governmental authorizations, consents and approvals
(including, in the case of the Company Insurance Subsidiaries,
insurance licenses), the use and exercise of which are necessary for
the conduct of its business as now conducted, other than such permits,
licenses and governmental authorizations, consents and approvals, the
absence of which would not be reasonably likely to have, individually
or in the aggregate, a material adverse effect on the business,
financial condition or results of operations of the Company and its
subsidiaries, taken as a whole. All such permits, licenses and
governmental authorizations, consents and approvals are in full force
and effect, and there is no proceeding or investigation pending, or to
the knowledge of the Company threatened, which would reasonably be
expected to lead to the revocation, amendment, failure to renew,
limitation, suspension or restriction of any such permit, license or
governmental authorization, consent or approval, except in each case as
such would not be reasonably likely to have, individually or in the
aggregate, a material adverse effect on the business, financial
condition or results of operations of the Company and its subsidiaries,
taken as a whole. Since January 1, 1993, neither the Company nor any of
its subsidiaries has received any notification or communication from
any agency or department of federal, state or local government or any
other regulatory authority or the staff thereof (i) asserting that the
Company or any of its subsidiaries is not in compliance with any of the
laws, ordinances, rules, regulations, decrees and orders of any
governmental agency or authority enforces, where such noncompliance is
reasonably likely to have, individually or in the aggregate, a material
adverse effect on the business, financial condition or results of
operations of the Company and its subsidiaries, taken as a whole, or
(ii) requiring the Company or any of its subsidiaries to enter into or
consent to the issuance of a cease and desist order, formal agreement,
directive, commitment or memorandum of understanding, or to adopt any
Board resolution or similar undertaking, which restricts materially the
conduct of its business or in any manner materially relates to the
adequacy of its capital, its credit or reserve policies, its management
or the payment of dividends.
4.9. Accounting Matters. Deloitte & Touche LLP ("D&T"), which
has audited the consolidated balance sheets of each of the Company and Financial
Benefit Group, Inc. ("FBG") as of December 31, 1995 and 1994, and the related
consolidated statements of income, shareholders' equity and cash flows of the
Company and FBG for the three years ended December 31, 1995 which are included
or incorporated by reference in the Offering Memorandum, are independent public
accountants as required by the Securities Act of 1933, as amended ("Securities
Act") and the Securities Act Regulations.
The financial statements included or incorporated by reference
in the Offering Memorandum comply as to form in all material respects with
applicable accounting requirements of the Securities Act, the Securities Act
Regulations, the Exchange Act, and the Exchange Act Regulations, including SEC
Regulation S-X (as and if such financial statements were filed with or
incorporated by reference in a registration statement under the Securities Act),
and said financial statements present fairly the financial position of the
Company and its subsidiaries on a consolidated basis as of the dates indicated
and the results of their operations for the periods specified; except as
otherwise stated in the Offering Memorandum, such financial statements have been
prepared in conformity with generally accepted accounting principles applied on
a consistent basis and such financial statements are consistent in all material
respects with financial statements and other reports filed by the Company and
its subsidiaries with the Commission; the supporting schedules included are
incorporated by reference in the Offering Memorandum and present fairly the
information required to be stated therein. The selected and financial and
statistical data included in the Offering Memorandum present fairly the
information shown therein and have been compiled on a basis consistent with the
audited financial statements presented therein.
4.10. Regulations G, T, U and X. The issuance, sale and
delivery of the Debentures, and the application of the proceeds thereof by the
Company and its subsidiaries as set forth in the Offering Memorandum, will not
be subject to or violate Regulations G, T, U or X (the "Margin Regulations")
promulgated by the Board of Governors of the Federal Reserve System (the
"Federal Reserve").
4.11. Solvency. The Company and the subsidiaries, considered
as one enterprise immediately after the Closing, after giving effect to the
issuance and delivery of the Debentures, the repayment of all borrowings under
the Credit Agreement with First National Bank of Chicago, Fleet National Bank
and Boatmen's First National Bank of Kansas City, dated as of April 8, 1996
("First Chicago Credit Agreement"), and the application of the net proceeds of
the Debentures as described in the Offering Memorandum, will be Solvent. As used
herein, the term "Solvent" means, with respect to any Person on a particular
date, that on such date (A) the present fair market value (or fair salable
value) of the assets of such Person is more than the amount required to pay the
probable liabilities of such Person on its total existing debts and liabilities
(including contingent liabilities) as they become absolute and matured, (B) such
Person is able to realize upon its assets and pay its debts and other
liabilities, contingent obligations and commitments, as they mature in the
normal course of business, (C) assuming the sale of the Debentures as
contemplated hereby and the application of the net proceeds thereof as described
in the Offering Memorandum, such Persons are not incurring debts or liabilities
beyond their ability to pay such debts and liabilities as they mature, and (D)
such entity is not engaged in business or a transaction, and is not about to
engage in business or a transaction, for which its property would constitute
unreasonably small capital after giving due consideration to the prevailing
practice in the industry in which such person is engaged. In addition, neither
the Company nor any of its subsidiaries is or will as a result of the issuance
and delivery of the Debentures the repayment of all outstanding obligations
under the First Chicago Credit Agreement, and the application of the proceeds of
the Debentures as described in the Offering Memorandum, be insolvent within the
meaning of the United States Bankruptcy Code, as amended (the "Bankruptcy Code")
or applicable state law and that none of the transactions contemplated herein or
in the Offering Memorandum were undertaken with a view or any intent to hinder,
delay or defraud creditors. In computing the amount of contingent liabilities at
any time, it is intended that such liabilities will be computed at the amount
that in light of all the facts and circumstances existing at such time,
represents the amount that can reasonably be expected to become an actual or
matured liability.
4.12. SEC Reports; Financial Statements. The Company and each
of its subsidiaries with such obligations have timely filed all reports required
to be filed by it with the Securities and Exchange Commission (the "SEC") since
January 1, 1995, pursuant to the federal securities laws and the SEC rules and
regulations thereunder, all of which as of their respective dates, compiled in
all material respects with applicable requirements of the Exchange Act
(collectively, the "Company SEC Reports"). None of the Company SEC Reports,
including, without limitation, any financial statements or schedules included
therein, as of their respective dates contained any untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading.
4.13. Statutory Statements. Each of the Company Insurance
Subsidiaries has filed all annual or quarterly statements, together with all
exhibits and schedules thereto, required to be filed with or submitted to the
appropriate-regulatory authorities of the jurisdiction in which it is domiciled
on forms prescribed or permitted by such authority (collectively, the "SAP
Statements"). All financial statements included in the SAP Statements and
prepared on a statutory basis, including the notes thereto, have been prepared
in accordance with accounting practices prescribed or permitted by applicable
state regulatory authorities in effect as of the date of the respective
statements, except in each case as would not be reasonably likely to have,
individually or in the aggregate, a material adverse effect on the business,
financial condition or results of operations of the Company and its
subsidiaries, taken as a whole.
4.14. Regulatory Filings. The Company and its subsidiaries
have filed all reports, statements, documents, registrations, filings or
submissions required to be filed by any of them with any governmental agency or
authority, except where the failure to file is not reasonably likely to have,
individually or in the aggregate, a material adverse effect on the business,
financial condition or results of operations of the Company and its
subsidiaries, taken as a whole, and all such reports, statements, documents,
registrations, filings or submissions were in conformance will applicable
requirements, except in each case as would not be reasonably likely to have,
individually or in the aggregate, a material adverse effect on the business,
financial condition or results of operations of the Company and its
subsidiaries, taken as a whole.
4.15. Reserves. The aggregate reserves of the Company
Insurance Subsidiaries as recorded in the 1995 SAP Statements have been
determined in accordance with generally accepted actuarial principles
consistently applied (except as set forth therein), have been determined using
prescribed morbidity and mortality tables and interest rates, are in accordance
with the nature of the benefits specified in the related contract or policy of
insurance, and were adequate to cover the obligations of the Company Insurance
Subsidiaries as of December 3 1, 1995. The insurance reserving practices and
policies of the Company Insurance Subsidiaries have not changed, in any material
respect, since December 31, 1995, and the results of the application of such
practices and policies are reflected in the 1995 SAP Statements. All reserves of
the Company Insurance Subsidiaries set forth in the 1995 SAP Statements are
fairly stated in accordance with sound actuarial principles and meet the
requirements of the insurance laws of the applicable insurance authorities.
4.16. Related Party Transactions. All transactions involving
the Company or any of its subsidiaries that are required to be disclosed in the
Company SEC Reports in accordance with Item 404 of Regulation S-K have been so
disclosed, and since December 31, 1995, neither the Company nor any of its
subsidiaries has entered into any transactions that would be required to be
disclosed in future public filings under the Exchange Act pursuant to such Item
which have not already been disclosed in the Company SEC Reports filed prior to
the date hereof.
4.17. Rating Agency. From December 31, 1995, through the date
of this Agreement, no rating agency has (i) imposed conditions (financial or
otherwise) on retaining any rating assigned to the Company or any Company
Insurance Subsidiary or (ii) threatened to downgrade any rating assigned to the
Company or any Company Insurance Subsidiary. Neither the Company nor any Company
Insurance Subsidiary has any knowledge of any facts existing as of the date of
this Agreement which can be reasonably expected to result in a downgrade in any
rating assigned to the Company or any Company Insurance Subsidiary by any rating
agency.
4.18. Licensed Agents. Since December 31, 1995, each person
who wrote, sold or produced business for the Company or any Company Insurance
Subsidiary was duly licensed as an insurance agent at the time such person
wrote, sold or produced such business (for the type of business written, sold,
or produced by such insurance agent) in the particular jurisdiction in which
such agent wrote, sold or produced such business, except in each case as would
not be reasonably likely to have, individually or in the aggregate, a material
adverse effect on the business, financial condition or results of operations of
the Company and its subsidiaries, taken as a whole.
4.19. Representations, Warranties and Covenants at Closing.
Any certificates signed by any officer of the Company or its subsidiaries, and
delivered to the Purchasers or to counsel for the Purchasers pursuant to the
terms of this Agreement shall be deemed a representation and warranty by the
Company to the Purchaser as to the matters covered thereby.
Section 5. Representation, Warranties and Covenants of
Purchaser. Purchaser hereby represents, warrants and covenants to the Company as
follows:
5.1. Compliance with United States Securities Laws. Purchaser
understands and acknowledges that the Debentures and Underlying Common Stock
have not been registered under the Securities Act, and that the Debentures and
Underlying Common Stock may not be offered or sold in the United States or to,
or for the account or benefit of, any "U.S. person" (as defined in Regulation S
under the Securities Act, which definition is set out on as Exhibit I of the
Offering Memorandum), unless such Debentures or Underlying Common Stock are
registered under the Securities Act or such offer or sale is made pursuant to an
exemption from the registration requirements of the Securities Act. The
Debentures and Underlying Common Stock are being offered and sold pursuant to
the terms of Regulation S under the Securities Act, which permits securities to
be sold to non-"U.S. persons" in transactions consummated outside of the United
States, subject to certain terms and conditions, and such other exemptions as
may be available under the Securities Act, without registering the Debentures or
Underlying Common Stock under the Securities Act. Purchaser further represents
that he has received the Offering Memorandum, including Appendix A, and Terms
Supplement, and has read and understands the investor notices and legends, and
the section entitled "Plan of Offering and Restrictions on Resale" set forth in
the Offering Memorandum.
5.2. Status of Purchaser. Purchaser is purchasing the
Debentures and the Underlying Common Stock for its own account or for persons or
accounts as to which it exercises investment discretion. Neither Purchaser nor
such person or account over which the Purchaser exercises such discretion, is a
"U.S. person" within the meaning of Regulation S under the Securities Act.
Purchaser has received this Offering Memorandum, the Terms Supplement and any
oral or other communications regarding the Offering outside the United States.
Purchaser has executed this Purchase Agreement outside the United States. Such
Purchaser is an "accredited investor" (as defined in Rule 501(a) under the
Securities Act) and is knowledgeable, sophisticated and experienced in making,
and is qualified to make, decisions with respect to investments in restricted
securities and has requested, received, reviewed and considered all information
it deems relevant in making a decision to execute this Purchase Agreement and to
purchase the Debentures. Purchaser has agreed to purchase the Debentures and the
Underlying Common Stock shares for investment and not with a view to
distribution. To the extent that the instrument representing the Debentures or
the certificate representing the Underlying Common Stock shares is registered in
the name of Purchaser's nominee, Purchaser confirms that such nominee is acting
as custodian for Purchaser of the securities represented thereby.
5.3. Restrictions on Re-Sale.
(a) General. Purchaser understands that the Debentures (and
the Underlying Common Stock) have not been registered under the Securities Act,
and may not be offered or sold in the United States or to "U.S. Persons" (as
defined in Regulation S) unless the Debentures (and Underlying Common Stock) are
registered under the Securities Act, or an exemption from the registration
requirements of the Securities Act is available. Purchaser further understands
that the Debentures and the Underlying Common Stock are only transferable on the
books and records of the Company and its Transfer Agent and Registrar and that
the Company and the Transfer Agent and Registrar will not register any transfer
of the Debentures or Underlying Common Stock which the Company in good faith
believes (i) violates the restrictions set forth in this Section 5 or violate
any state or federal securities laws, or (ii) does not comply with the
requirements set forth herein. Purchaser will not, directly or indirectly,
voluntarily offer, sell, pledge, transfer or otherwise dispose of (including
lessening the economic risk of owning the Debentures or Underlying Common Stock
through short sales, hedging transactions, or the purchase or sale of derivative
securities in a manner violative of Regulation S or otherwise of the Securities
Act or Exchange Act), or solicit any offers to buy, purchase or otherwise
acquire or take a pledge of, its rights under this Purchase Agreement or the
Debentures or the Underlying Common Stock shares otherwise than in compliance
with the Securities Act, any applicable state securities or blue sky laws and
any applicable securities laws of jurisdictions outside the United States, and
the rules and regulations promulgated thereunder.
(b) Restrictions.
(i) For a period of forty (40) days following
the termination of the Offering, Purchaser shall not engage in any activity for
the purpose of, or which may reasonably be expected to have the effect of,
conditioning the market in the United States for the Debentures or the
Underlying Common Stock or offer or sell the Debentures or the Underlying Common
Stock in the United States or to, or for the account or benefit of, a "U.S.
person," as defined in Regulation S under the Securities Act. Purchaser shall
not deliver the Offering Memorandum or Purchase Agreement to any person (other
than its professional advisers). Unless registered under the Securities Act, any
proposed offer, sale or transfer of any of the Debentures (and the Underlying
Common Stock) purchased by the Purchaser pursuant to this Purchase Agreement
during the forty (40) days following the termination of the Offering shall be
subject to the conditions that Purchaser must deliver to the Company: (x) a
written certification that neither record nor beneficial ownership of the
Debentures or the Underlying Common Stock shares have been offered or sold in
the United States or to, or for the account or benefit of, any "U.S. person,"
and that Purchase has not engaged in any activity for the purpose of, or which
may reasonably be expected to have had the effect of, conditioning the market in
the United States for the Debentures or the Underlying Common Stock, (y) a
written certification of the proposed transferee that such transferee (or any
account for which such transferee is acquiring such Debentures or Underlying
Common Stock) is not a "U.S. person" and is not acquiring such Debentures or
Underlying Common Stock for the account or benefit of a "U.S. person," and, if
requested by the Company following receipt of (x) and (y), (z) a written opinion
of United States counsel satisfactory to the Company in form and substance
satisfactory to the Company to the effect that the offer, sale and transfer of
the Debentures or Underlying Common Stock are exempt from registration under the
Securities Act.
(ii) After completion of the forty (40) days
following the termination of the Offering, unless registered under the
Securities Act, any proposed offer, sale or transfer of any of the Debentures
(or Underlying Common Stock) (x) to, or for the account or benefit of, any "U.S.
person" or in the United States shall be subject to the condition that the
Purchaser must deliver to the Company (i) a written opinion of United States
counsel satisfactory to the Company in form and substance satisfactory to the
Company to the effect that the offer, sale and transfer of such Debentures or
Underlying Common Stock shares are exempt from registration under the Securities
Act and such other documentation as is reasonably related to the opinion, or
(ii) such other documentation for such exemption as the Company deems
appropriate or (y) to a person other than a "U.S. person" and outside the United
States shall be subject to the condition that the proposed transferee deliver a
written certification that such transferee (or any account for which such
transferee is acquiring such Debentures or Underlying Common Stock) is not a
"U.S. person" and is not acquiring such Debentures or Underlying Common Stock
for the account or benefit of a "U.S. person."
(iii) Following registration under the
Securities Act pursuant to the Registration Agreement, the Purchaser will be
subject to the restrictions and conditions set forth in the Registration
Agreement and in Section 5.3(d).
(c) Status under Securities Act. Purchaser understands that if
Purchaser re-offers all or part of the Debentures or Underlying Common Stock in
the United States, Purchaser (and/or certain persons who participate in any such
re-offer) may be deemed, under certain circumstances, to be an "underwriter" as
defined in Section 2(11) of the Securities Act. If Purchaser plans to make any
such re-offer, it will consult with its counsel prior to any such re- offer in
order to determine its liabilities and obligations under the Securities Act and
any applicable state securities or blue sky laws.
(d) Registration. Purchaser further understands that the
Company has agreed to file a registration statement pursuant to the Registration
Agreement for the resale of the Debentures and the Underlying Common Stock under
the Securities Act as contemplated in Section 7 hereof. After registration of
the Debentures and the Underlying Common Stock under the Securities Act,
Purchaser agrees to comply with the prospectus delivery requirements of the
Securities Act in connection with any sale or other disposition of the
Debentures and the Underlying Common Stock. Purchaser agrees that Purchaser or
its broker will deliver to each transferee a copy of a current prospectus
regarding the Debentures or the Underlying Common Stock, as applicable, until
the Company gives written notice to the Purchaser that delivery of a current
prospectus is no longer required. Although it is intended that prospectus
regarding the Debentures and the Underlying Common Stock will be kept current
through periodic filings by the Company under the Exchange Act and other filings
under the Securities Act, Purchaser agrees to confirm with the Company prior to
the use of any such prospectus that such prospectus is current and complete and
that the Debentures and the Underlying Common Stock, as applicable, may be
lawfully sold pursuant to such prospectus. Purchaser understands that there are
other important provisions, details, covenants, restrictions and conditions with
respect to these matters set forth in the Registration Agreement and has read
and understood such provisions, details, covenants, restrictions and conditions.
(e) Legend Requirement. Purchaser hereby agrees that
the Debentures and the Underlying Stock will bear the following
legends.
THIS SECURITY AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS
SECURITY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES
REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES. THIS SECURITY AND THE COMMON STOCK INTO WHICH IT MAY BE
CONVERTED MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED
ONLY PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO
AN EXEMPTION THEREFROM AND IS OTHERWISE SUBJECT TO CERTAIN CONDITIONS
AND RESTRICTIONS SET FORTH IN THE PURCHASE AGREEMENT AND REGISTRATION
RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE HOLDER.
UNTIL 40 DAYS AFTER THE TERMINATION OF THE OFFERING OF THIS SECURITY
(THE "RESTRICTED PERIOD"), THE OFFER, SALE, PLEDGE OR TRANSFER OF THIS
SECURITY AND THE COMMON STOCK INTO WHICH IT MAY BE CONVERTED IS SUBJECT
TO CERTAIN CONDITIONS AND RESTRICTIONS SET FORTH IN THE PURCHASE
AGREEMENT AND REGISTRATION RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE
HOLDER, EACH DATED JULY 12, 1996 AND MAY NOT BE SOLD TO A U.S. PERSON
OR INTO THE UNITED STATES.
FOLLOWING THE REGISTRATION OF THIS SECURITY (AND THE COMMON STOCK INTO
WHICH IT MAY BE CONVERTED) THE OFFER, SALE, PLEDGE OR TRANSFER OF THIS
SECURITY AND THE COMMON STOCK INTO WHICH IT MAY BE CONVERTED IS SUBJECT
TO CERTAIN CONDITIONS AND RESTRICTIONS SET FORTH IN THE PURCHASE
AGREEMENT AND REGISTRATION RIGHTS AGREEMENT, EACH DATED JULY 12, 1996
BETWEEN THE COMPANY AND THE HOLDER.
5.4. Due Execution, Delivery and Performance of the Purchase
Agreement and Other Obligations. Purchaser has full right, power, authority and
capacity to enter into this Purchase Agreement and to consummate the
transactions contemplated hereby; if Purchaser is a company or corporation, the
execution, delivery and performance of this Purchase Agreement by Purchaser have
been duly authorized by all requisite corporate action of Purchaser. Upon the
execution and delivery of this Purchase Agreement by Purchaser, this Purchase
Agreement shall constitute the legal, valid and binding obligations of
Purchaser, enforceable against Purchaser in accordance with its terms except
insofar as the enforcement thereof may be limited by bankruptcy law or other
laws relating to or affecting the enforcement of creditors' rights generally or
by general equitable principles (regardless of whether such enforceability is
considered in a proceeding in equity or at law) and except as rights to
indemnity and contribution may be limited under applicable law.
5.5. Representations, Warranties and Covenants at Closing.
Each of the representations and warranties contained in this Section 5 hereof is
true and correct as of the date of this Purchase Agreement and will be true and
correct as of the Closing Date with the same effect as though such
representations and warranties had been made on and as of the Closing Date. Each
of the covenants contained in this Section 5 will have been performed as of the
Closing Date if performance is required as of the Closing Date by this Section
5.
Section 6. Survival of Representations, Warranties, Covenants
and Agreements. Notwithstanding any investigation made by either party to this
Purchase Agreement, all representations, warranties, covenants and agreements
made by the Company and Purchaser herein shall survive the execution of this
Purchase Agreement, the delivery of stock certificates representing the
Debentures and the receipt of payment for the Debentures. Each of the Company's
representations and warranties will survive for a period of one year after the
discovery by the Purchaser of a violation thereof, or after such discover should
have been made by the exercise of reasonable diligence. In no event shall the
Company's representations or warranties survive for a period more than three
years after the termination of the offering.
Section 7. Registration Rights; Compliance with the Securities
Act.
7.1. Registration Rights Agreement. By execution of this
Purchase Agreement, Purchaser agrees to the terms and conditions of that certain
Registration Rights Agreement to be entered into by and among, the Company and
Robinson-Humphrey on behalf of all Purchasers. Purchaser hereby irrevocably
authorizes Robinson-Humphrey, as its attorney-in- fact, to execute the
Registration Rights Agreement on such Purchaser's behalf. In addition, the
Purchaser hereby agrees that Robinson-Humphrey's sole action or responsibility
in connection with this Registration Rights Agreement is to execute such
Agreement on behalf of the purchaser and that Robinson-Humphrey has no further
or additional obligations with respect to the matters contemplated in such
Registration Rights Agreement. The Purchaser hereby agrees to hold harmless
Robinson-Humphrey for any losses, liabilities or costs in connection with any
matter contemplated in the Registration Rights Agreement and that
Robinson-Humphrey shall not be in any manner liable or responsible for any
matter contemplated in the Registration Rights Agreement.
7.2. Custodial Agreement. By execution of this Purchase
Agreement, Purchaser agrees to the terms and conditions of that certain
Custodial Agreement to be entered into by and among, the Boatmen's Trust
Company, as custodian ("Custodian") and Robinson-Humphrey, on behalf of all
Purchasers. Purchaser hereby irrevocably authorizes Robinson-Humphrey, as its
attorney-in-fact, to execute the Custodial Agreement on such Purchaser's behalf.
In addition, the Purchaser hereby agrees that Robinson-Humphrey's sole action or
responsibility in connection with this Custodial Agreement is to execute such
Agreement on behalf of the Purchaser and that Robinson-Humphrey has no further
or additional obligations with respect to the matters contemplated in such
Custodial Agreement. The Purchaser hereby agrees to hold harmless
Robinson-Humphrey for any losses, liabilities or costs in connection with any
matter contemplated in the Custodial Agreement and that Robinson-Humphrey shall
not be in any manner liable or responsible for any matter contemplated in the
Custodial Agreement.
Section 8. Placement Fee. Purchaser acknowledges that the
Company has advised it that the Company intends to pay to The Robinson-Humphrey
Company, Inc., as placement agent, a fee in respect of this transaction equal to
four and one-half percent (4.5%) of the gross proceeds of the Offering. The
parties hereto hereby represent that there are no other brokers or finders
entitled to compensation in connection with the transactions contemplated
hereby.
Section 9. Notices. All notices, requests, consents and other
communications hereunder shall be in writing, shall be by hand-delivery, by
first-class air mail, postage prepaid, or sent by facsimile transmission with a
confirmation copy sent by first-class mail, or by reliable air-courier
guaranteeing overnight or second-day delivery and shall be deemed given when so
mailed:
(a) if to the Company, to 415 S.W. Eighth Avenue, Topeka,
Kansas 66603, Attention: Ralph W. Laster, Jr., or to such other person
at such other place as the Company shall designate to the Purchaser in
writing;
(b) if to Purchaser, at its address as set forth on the
signature page of this Agreement, or at such other address or addresses
as Purchaser may have furnished to the Company; or
(c) if to any transferee or transferees of Purchaser, at such
address or addresses as shall have been furnished to the other parties
hereto at the time of the transfer or transfers, or at such other
address or addresses as may have been furnished by such transferee or
transferees to the other parties hereto in writing.
Section 10. Amendments. No amendment, interpretation or waiver
of any of the provisions of this Purchase Agreement shall be effective unless
made in writing and signed by the parties to this Purchase Agreement.
Section 11. Headings. The headings of the sections,
subsections and subparagraphs of this Purchase Agreement are used for
convenience only and shall not affect the meaning or interpretation of the
contents of this Purchase Agreement.
Section 12. Enforcement. The failure to enforce or to require
the performance at any time of any of the provisions of this Purchase Agreement
shall in no way be construed to be a waiver of such provisions, and shall not
affect either the validity of this Purchase Agreement or any part hereof or the
right of any party thereafter to enforce each and every provision in accordance
with the terms of this Purchase Agreement.
Section 13. Governing Law. This Purchase Agreement and the
relationships of the parties in connection with the subject matter of this
Purchase Agreement shall be governed by and determined in accordance with the
laws of the State of Kansas in the United States of America.
Section 14. Severability. If any severable provision of this
Purchase Agreement is held to be invalid or unenforceable by any judgment of a
tribunal of competent jurisdiction, the remainder of this Purchase Agreement
shall not be affected by such judgment, and the Purchase Agreement shall be
carried out as nearly as possible according to its original terms and intent.
Section 15. Counterparts. This Purchase Agreement may be
executed in counterparts, all of which shall constitute one agreement, and each
such counterpart shall be deemed to have been made, executed and delivered on
the date set out at the head of this Purchase Agreement without regard to the
dates or times when such counterparts may actually have been made, executed or
delivered.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their duly authorized representatives the day and
year first above written.
AMVESTORS FINANCIAL CORPORATION
By:
----------------------------------------
Name: Mark V. Heitz
Title: President
Print or Type:
Name of Purchaser
(Institution):
---------------------------------------------------------
Name of Individual representing
Purchaser:
-------------------------------------------------------------
Title of Individual representing
Purchaser:
-------------------------------------------------------------
Signature of Purchaser (Individual
Representing Purchaser):
-----------------------------------------------
Address:
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Telephone:
----------------------------------------------------------------------
Telex:
--------------------------------------------------------------------------
Facsimile:
----------------------------------------------------------------------
Aggregate Principal Amount of Debentures:$ *
--------------------------------------
Total Purchase Price:$
----------------------------------------------------------
* Amount may not be less than $500,000 or more than $10,000,000
NOTICE: The final terms of the Company's _____ % Convertible Subordinated
Debentures due 2003, are included in the "Terms Supplement" provided by the
Company. The Terms Supplement addressed to Purchaser will also set forth as to
Purchaser the aggregate number of Debentures the Company agrees to sell to
Purchaser and the total Purchase Price therefor. If there is any discrepancy
between the principal amount of Debentures and total Purchase Price indicated on
this Purchase Agreement and the principal amount of Debentures and total
Purchase Price indicated on the Terms Supplement to Purchaser, the Terms
Supplement shall govern and supersede the information shown above on this
Purchase Agreement. As indicated in Section 2 hereof, the Aggregate Principal
Amount of Debentures indicated above and in the Terms Supplement is subject to
reduction or rejection in the sole discretion of the Company.
Information for registering the Debenture Certificate with
Transfer Agent:
The exact name in which your
Debentures are to be registered; you may
use a nominee name if appropriate:
--------------------------------------
The relationship between Purchaser and
registered holder, if different:
--------------------------------------
The mailing address of the
registered holder:
--------------------------------------
The Tax Identification Number
of the registered holder:
--------------------------------------
Wire Transfer Instructions:
--------------------------------------
If the Company in its sole discretion rejects any or all of
the Aggregate Principal Amount of Debentures indicated above, or if any interest
is owing pursuant to Section 2 hereof, such amounts should be sent to Purchaser
pursuant to the following wire transfer instructions:
Please provide all of the information requested on the
following pages, together with an executed Terms Supplement, Form W-8 and
signature page of this Purchase Agreement to The Robinson-Humphrey Company, Inc.
via facsimile and overnight courier at the facsimile number and address set
forth in the Terms Supplement.
Portfolio Manager:
Name:
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Address:
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- --------------------------------------------------------------------------------
Telephone:
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Facsimile:
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Principal Operations Contact:
Name:
---------------------------------------------------------------------------
Address:
------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Telephone:
----------------------------------------------------------------------
Facsimile:
----------------------------------------------------------------------
Person to Receive Confirmation of Closing:
Name:
---------------------------------------------------------------------------
Address:
------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Telephone:
----------------------------------------------------------------------
Facsimile:
----------------------------------------------------------------------
Person to Receive Deposit Receipt from Custodian:
Name:
---------------------------------------------------------------------------
Address:
------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Telephone:
----------------------------------------------------------------------
Facsimile:
----------------------------------------------------------------------
Person to Receive Deposited Debenture
Certificates from Custodian following
Registration of Debentures under the
Securities Act of 1933:
Name:
---------------------------------------------------------------------------
Address:
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- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Telephone:
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Facsimile:
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Addendum 1
AMVESTORS FINANCIAL CORPORATION
PURCHASER QUESTIONNAIRE
AmVestors Financial Corporation
415 S.W. Eighth Avenue
Topeka, Kansas 66603
Gentlemen:
In connection with the proposed sale of AmVestors Financial
Corporation's (the "Company") _____ % Convertible Subordinated Debentures due
2003 (the "Debentures"), as described in the Company's Confidential Offering
Memorandum, dated as of June 1, 1996, and pursuant to that certain Purchase
Agreement, dated as of June ____ , 1996, among the Company and the Purchaser
named therein (the "Purchase Agreement"), and for use in the Registration
Statement described in the Purchase Agreement, and prospectus in respect of the
Debentures and the Common Stock into which the Debentures may be converted (the
"Underlying Common Stock"), the undersigned, as a proposed selling shareholder,
advises you as follows:
1. Our name as it should appear in the Registration Statement,
and our address (including zip code) are as follows:
2. We are a corporation ( ) partnership ( ) sole
proprietorship ( ) individual ( ) (check one).
3. Except as indicated below, neither we nor any of our
directors, officers or partners have (or have had within the last three years) a
material relationship (as "material" is defined in Regulation C under the
Securities Act of 1933) with the Company; and neither we nor any "group" (as
that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934) of
which we are a member are the beneficial owner (determined in accordance with
Rule 13d-3 under such Act), of more than 5% of any class of voting securities of
the Company (including for purposes hereof the common stock underlying the
Debentures to be purchased pursuant to the Purchase Agreement), nor do we have
any knowledge that more than 5% of any class of voting securities of the Company
is held subject to any voting trust or other similar agreement.
(State "No Exceptions" or give details.)
4. The total number of shares of Common Stock we own
beneficially (determined in accordance with Rule 13d-3 under the Securities
Act), including the shares of Underlying Common Stock into which the Debentures
purchased pursuant to the Purchase Agreement may be converted are as follows:
Name in Which Registered Amount Owned
- ------------------------------------------- ----------------------------------
- ------------------------------------------- ----------------------------------
- ------------------------------------------- ----------------------------------
5. In addition, pursuant to options, warrants, or similar
rights, we have the right to acquire beneficial ownership of the following
shares of Common Stock:
Name of Optionee Number of Shares
or Warrantholder Covered by Option or Warrant
- ------------------------------------------- ----------------------------------
- ------------------------------------------- ----------------------------------
- ------------------------------------------- ----------------------------------
6. We hereby request that the Debentures and the Underlying
Common Stock be qualified for sale in the following states:
7. We will notify you (i) immediately in the event of any
development before the effective date of the Registration Statement which makes
untrue or incomplete any of the above statements as of such effective date, and
(ii) 10 business days prior to the date that we intend to sell Debentures or
Underlying Common Stock.
8. Upon request, we will furnish to you as soon as practicable
all information required to be included in any registration statement to be
filed with the Securities and Exchange Commission in connection with the
Debentures or the shares of Underlying Common Stock.
Dated: June ___, 1996 Very truly yours,
-----------------------------------------
(Name of Purchaser)
-----------------------------------------
(Authorized Signature and Title)