STOCK PURCHASE AGREEMENT

 

                            STOCK PURCHASE AGREEMENT

     THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made as of the 14th day
of January, 1997, by and among J.C. NICHOLS COMPANY (the "Company"), a Missouri
corporation, AHI METNALL L.P. ("AHI"), a Delaware limited partnership, Mr. John
Simon, an individual, and Mr. James W. Quinn, an individual.

     WHEREAS, AHI owns beneficially and of record 948,880 shares of common stock
of the Company (the "Shares") and Mr. Simon and Mr. Quinn own indirectly an
interest in AHI and are members of the Board of Directors of the Company;

     WHEREAS, the Company desires to purchase and AHI desires to sell the Shares
for the consideration set forth below, subject to the terms and conditions of
this Agreement.

     NOW, THEREFORE, in consideration of the mutual promises hereinafter set
forth and other good and valuable consideration, the receipt and adequacy of
which is hereby acknowledged, the parties hereby agree as follows:

1.   SALE OF THE SHARES.

     1.1  SALE OF SHARES BY AHI.  Subject to the terms and conditions set forth
in this Agreement, AHI hereby agrees to sell, assign, transfer and deliver to
the Company the Shares, free and clear of all security interests, encumbrances,
mortgages, charges, liens, options and pledges of every kind.

     1.2  FURTHER ASSURANCES BY AHI.  At any time and from time to time after
the Closing (as defined below), at the Company's request and without further
consideration, AHI shall promptly execute and deliver such instruments of sale,
transfer, conveyance, assignment and confirmation, and take all such other
actions as the Company may reasonably request, to more effectively transfer,
convey and assign to the Company and to confirm the Company's title to all the
Shares owned by AHI, in order to carry out the purposes and intent of this
Agreement.

     1.3  FURTHER ASSURANCES BY COMPANY.  At any time and from time to time
after the Closing, at AHI's request and without further consideration, the
Company shall promptly execute and deliver such documents, and take all such
other actions as AHI may reasonably request, to more effectively carry out the
purposes and intent of this Agreement, the Note (as defined below) and the
Pledge Agreement (as defined below).  

2.   PURCHASE PRICE.

     The total purchase price for the Shares shall be Twenty-Five Million Eight
Hundred Fifty-Six Thousand Nine Hundred Eighty Dollars ($25,856,980.00) (the
"Purchase Price") and shall be payable as follows:

          (a)  At the Closing (as defined below), the Company shall deliver 
to AHI the sum of Twelve Million Eight Hundred Nine Thousand Eight Hundred 
Eighty Dollars ($12,809,880.00) by wire transfer of immediately available 
funds to an account that shall be designated by AHI at least two (2) business 
days prior to the Closing.  In the event the Closing occurs subsequent to 
January 15, 1997, the amount wire transferred by the Company shall be 
increased by interest payable thereon from January 15, 1997 to the Closing 
Date, payable at the rate of eight percent (8%) per annum.

          (b)  At the Closing, the Company shall deliver to AHI a promissory 
note in the amount of Thirteen Million Forty-Seven Thousand One Hundred 
Dollars ($13,047,100.00), as adjusted by the amount due from AHI to the 
Company pursuant to Section 12.2 of this Agreement, in the form attached as 
Exhibit A hereto (the "Note").  The Note shall bear interest at the rate of 
eight percent (8%) per annum, commencing on January 15, 1997, and shall have 
the benefits of the Pledge Agreement.

3.   CLOSING.

     The purchase and sale of the Shares provided for in this Agreement (the 
"Closing") shall take place at the offices of Blackwell Sanders Matheny Weary 
& Lombardi L.C., in Kansas City, Missouri, at 10 a.m. local time on January 
31, 1997, or at such other place, time or date as may be mutually agreed upon 
by the parties.  The Closing shall take place prior to January 31 if the 
Company is prepared for a closing prior to such date.  The transfer of the 
Shares by AHI to the Company shall be deemed to occur at 12:01 a.m. on the 
date of the Closing (the "Closing Date").

4.   CONDITIONS TO COMPANY CLOSING.

     The obligations of the Company described in this Agreement are subject 
to the conditions precedent of receipt by the Company of the following items 
as of the Closing Date:

          (a)  Stock certificates representing the Shares, duly executed by AHI
for transfer to the Company or with stock powers duly endorsed by AHI to the
Company.

          (b)  A pledge agreement in form and content (including as to covered
collateral) mutually acceptable to the parties hereto and executed by AHI (the
"Pledge Agreement").

          (c)  A copy of resolutions adopted by the general partner of AHI, 
in a form acceptable to the Company, authorizing the execution of this 
Agreement and the agreements and documents contemplated hereby, and the 
consummation of the transactions contemplated herein by AHI, duly certified 
as of the date hereof by the Secretary of such general partner.

          (d)  The written resignations of Mr. James W. Quinn and Mr. John Simon
from the Board of Directors of the Company, in a form acceptable to the Company.

          (e)  A legal opinion from counsel for AHI, dated the Closing Date,
addressed to the Company, in form and substance acceptable to the Company, and
(subject to customary

exceptions) generally covering the legal matters set forth in Sections 6.1, 
6.2, 6.3, 6.4, 6.5, and 6.7 hereof.

          (f)  An opinion from Houlihan Lokey Howard & Zukin, financial 
advisor to the Board of Directors of the Company, dated on or before the 
Closing Date, and (i) expressing the opinion that the price described above 
for the Shares is within a range of fair value for the Shares and (ii) not 
concluding that the proposed transaction will meaningfully detract from the 
ability of the Company to complete a public offering of its common stock 
within twelve months.

5.   CONDITIONS TO AHI CLOSING.

     The obligations of AHI described in this Agreement are subject to the 
conditions precedent of receipt by AHI of the following items as of the 
Closing Date:

          (a)  Evidence from the bank designated by AHI that Twelve Million 
Eight Hundred Nine Thousand Eight Hundred Eighty Dollars ($12,809,880.000), 
as increased by the interest payable pursuant to Section 2(a), has been wire 
transferred to the account or accounts designated by AHI.

          (b)  The Note, duly executed by the Company.

          (c)  The Pledge Agreement, duly executed by the Company.

          (d)  The deed of trust referred to in the Pledge Agreement (the "Deed
of Trust"), duly executed by the Company.

          (e)  An allonge reflecting the collateral assignment to AHI of the 
mortgage note described in the Pledge Agreement (the  "Mortgage Note") and 
documents described in the  Pledge Agreement assigning to AHI the collateral 
for such mortgage note (the "Collateral Document Assignments"), all duly 
executed by the Company and in a form mutually acceptable to the parties 
hereto.

          (f)  A copy of resolutions duly adopted by the Board of Directors 
of the Company, in a form acceptable to AHI, authorizing the execution of 
this Agreement and the other agreements and documents contemplated hereby, 
and the consummation of the transactions contemplated herein by the Company, 
duly certified as of the date hereof, by the Secretary of the Company.

          (g)  A legal opinion from counsel for the Company, dated the 
Closing Date, addressed to AHI, in form and substance acceptable to AHI, and 
(subject to customary exceptions and explaining to the extent appropriate its 
analysis under Missouri corporate law relating to the ability of a Missouri 
corporation to repurchase outstanding shares under certain circumstances) 
generally covering the legal matters set forth in Sections 7.1, 7.2, 7.4, and 
7.5 hereof.

6.   REPRESENTATIONS OF AHI.

     AHI represents and warrants to the Company as follows:

     6.1  ORGANIZATION AND AUTHORITY.  AHI is a limited partnership duly 
organized, validly existing and in good standing under the laws of the State 
of Delaware, and has all requisite power and authority to own its properties 
and carry on its business as now being conducted.  AHI has full power to 
execute and deliver this Agreement and the agreements contemplated herein, 
and to consummate the transactions contemplated hereby.

     6.2  AUTHORIZATION.  The execution and delivery of this Agreement by 
AHI, and the agreements provided for herein, and the consummation by AHI of 
the transactions contemplated hereby and thereby, have been duly authorized 
by all requisite limited partnership action.  This Agreement and all such 
other agreements and written obligations entered into and undertaken in 
connection with the transactions contemplated hereby constitute the valid and 
legally binding obligations of AHI, enforceable against AHI in accordance 
with their respective laws.

     6.3  TITLE TO SHARES.  AHI has legal and beneficial title to the Shares 
free and clear of any and all covenants, conditions, restrictions, voting 
trust arrangements, pledges, liens, charges, encumbrances, options and 
adverse claims or rights whatsoever.

     6.4  TITLE CONVEYED.  AHI has the full right, power and authority to 
transfer, convey and sell to the Company at the Closing the Shares and, upon 
consummation of the purchase contemplated hereby, the Company will acquire 
from AHI legal and beneficial title to such Shares, free and clear of all 
covenants, conditions, restrictions, voting trust arrangements, pledges, 
liens, charges, encumbrances, options and adverse claims or rights whatsoever.

     6.5  RESTRICTIONS ON TRANSFER.  AHI is not a party to, subject to or 
bound by any agreement or any judgment, order, writ, prohibition, injunction 
or decree of any court or other governmental body that would prevent the 
execution or delivery of this Agreement by AHI or the transfer, conveyance 
and sale of the Shares to be sold by AHI to the Company pursuant to the terms 
hereof.

     6.6  BROKERS.  No broker or finder has acted for AHI in connection with 
this agreement or the transactions contemplated hereby, and, except as set 
forth in Section 12.2 below, no person or entity is entitled to any fee or 
other commissions in respect of such transactions based upon agreements, 
arrangements or understandings made by or on behalf of AHI.

     6.7  REGULATORY APPROVALS.  All consents, approvals, authorizations and 
other requirements prescribed by any law, rule or regulation that must be 
obtained or satisfied by AHI and that are necessary for the consummation of 
the transactions contemplated by this Agreement have been, or will be prior 
to the Closing Date, obtained and satisfied.

     6.8  ACCESS TO INFORMATION.  Except as expressly set forth herein, AHI is
not relying on any representations or warranties of the Company in deciding to
sell the Shares.  AHI has had

full and complete access to the books and records of the Company in making 
its decision to sell the Shares, and has had the opportunity to ask of 
management of the Company all questions deemed necessary to a decision to 
sell the Shares and has received answers to such questions satisfactory to 
AHI.

7.   REPRESENTATIONS OF THE COMPANY.

     The Company represents and warrants to AHI as follows:

     7.1  ORGANIZATION AND AUTHORITY.  The Company is a corporation duly 
organized, validly existing and in good standing under the laws of the State 
of Missouri and has all requisite power and authority to own its properties 
and carry on its business as now being conducted.  The Company has full power 
to execute and deliver this Agreement, the Note, and the agreements 
contemplated herein, and to consummate the transactions contemplated hereby.  

     7.2  AUTHORIZATION.  The execution and delivery by the Company of this 
Agreement, the Note, and the agreements and other instruments provided for 
herein, and the consummation by the Company of the transactions contemplated 
hereby and thereby, have been duly authorized by all requisite corporate 
action. This Agreement and all such other agreements and written obligations 
(including the Note) entered into and undertaken in connection with the 
transactions contemplated hereby constitute the valid and legally binding 
obligations of the Company, enforceable against the Company in accordance 
with their respective terms.

     7.3  BROKERS.  No broker or finder has acted for the Company in 
connection with this agreement or the transactions contemplated hereby, and, 
except as set forth in Section 12.2 below, no broker or finder is entitled to 
any fee or other commissions in respect of such transactions based upon 
agreements, arrangements or understandings made by or on behalf of the 
Company.

     7.4  REGULATORY APPROVALS.  All consents, approvals, authorizations and 
other requirements prescribed by any law, rule or regulation that must be 
obtained or satisfied by the Company and that are necessary for the 
consummation of the transactions contemplated by this Agreement have been, or 
will be prior to the Closing Date, obtained and satisfied.

     7.5  SECURITY INTEREST.  Upon execution of the Pledge Agreement and 
delivery to AHI at Closing of the Mortgage Note and the Collateral Document 
Assignments: (i) AHI will have a valid and enforceable first priority 
security interest in the Mortgage Note, and (ii) upon proper recordation of 
the Collateral Document Assignments in Johnson County, Kansas, will have 
obtained a valid and enforceable assignment of the documents securing the 
obligations set forth in the Mortgage Note.  Upon execution and delivery to 
AHI of the Deed of Trust and recordation thereof in the appropriate real 
estate records in Jackson County, Missouri, the Deed of Trust will create a 
valid and enforceable first priority lien on the property described therein.

8.   NOTICES.

     Any notice, request, demand, consent or other communication required or 
permitted hereunder shall be in writing, signed by a duly authorized 
representative of the party giving notice and given to the other party by 
delivery in person; by recognized national overnight courier service; or by 
facsimile transmission at the following addresses (or to such other person or 
at such other address as either party may subsequently furnish the other by 
notice in accordance with this section):

          If to the Company:

          Attention:  Mr. Barrett Brady
          Chief Executive Officer
          J. C. Nichols Company
          310 Ward Parkway
          Kansas City, Missouri  64112

          and by facsimile to:  (816) 649-2602

          with a copy to:

          Steven F. Carman, Esq.
          Blackwell Sanders Matheny Weary & Lombardi L.C.
          Two Pershing Square
          2300 Main, Suite 1100
          Post Office Box 419777
          Kansas City, Missouri  64141-6777

          and by facsimile to:  (816) 274-6914

          If to AHI:

          Attention:  Mr. James W. Quinn 
          AHI Metnall L.P.
          c/o Allen & Company, Inc.
          711 Fifth Avenue
          New York, New York  10022
     
          and by facsimile to:  (212) 832-7057

          with a copy to:

          Robert H. Werbel, Esq.
          Werbel & Carnelutti
          711 Fifth Avenue
          New York, New York  10022-3194

          and by facsimile to:  (212) 832-3353

     Any such notice or other communication addressed as provided herein will 
be deemed duly and validly given upon delivery if in person; upon delivery by 
a recognized national overnight courier service; and upon receipt of a 
confirmation slip evidencing satisfactory transmission if by facsimile 
transmission.

9.   SUCCESSORS AND ASSIGNS.

     This Agreement shall be binding upon and inure to the benefit of the 
parties hereto and their respective successors and assigns, except that 
neither the Company nor AHI may assign their respective obligations hereunder 
without the prior written consent of the other party.  Any assignment in 
contravention of this provision shall be void.  No assignment shall release 
the Company or AHI from any obligation or liability hereunder, unless 
expressly agreed to by the other party.

10.  ENTIRE AGREEMENT; AMENDMENTS; ATTACHMENTS.

     This Agreement, all Exhibits hereto, and all agreements and instruments 
to be delivered by the parties pursuant hereto represent the entire 
understanding and agreement between the parties with respect to the subject 
matter hereof and supersede all prior oral and written and all 
contemporaneous oral negotiations, commitments and understandings between 
such parties.  The Company, by the consent of its Board of Directors or 
officers authorized by such Board, and AHI, by its general partner, may amend 
or modify this Agreement, in such manner as may be agreed upon, by a written 
instrument executed by the Company and AHI.

11.  NON-DISCLOSURE.

     This Agreement, all Exhibits hereto, all agreements and instruments to 
be delivered by the parties pursuant hereto, and the negotiations between the 
parties that preceded execution of such documents shall remain confidential 
until such time as the Company, in its sole discretion, determines to make a 
public announcement, the text of which shall be prepared by the Company and, 
as to matters other than those required to be disclosed as a matter of law, 
be subject to the consent of AHI. 

12.  EXPENSES.

     12.1 GENERAL.  Except as otherwise expressly provided herein, the 
Company and AHI will pay all of their own fees and expenses (including, 
without limitation, legal and accounting fees and expenses) incurred by them 
in connection with the negotiation and consummation of the transactions 
contemplated hereby.  AHI shall be responsible for payment of all sales or 
transfer taxes arising out of the conveyance of the Shares owned by AHI.

     12.2 INVESTMENT BANKING FIRM.  The Company and AHI agree that upon the 
Closing of the transactions contemplated by this Agreement, they shall each 
be responsible for paying one-half of the fees of the investment banking firm 
engaged by the Board of Directors of the Company to provide the opinion 
referred to in Section 4(g) above. AHI's share of such fees, which shall not 
exceed $57,500, shall be deducted from the original principal amount of the 
Note to be delivered by the Company on the Closing Date.

13.  GOVERNING LAW.

     This Agreement shall be governed by and construed in accordance with the 
laws of the State of Missouri.

14.  SECTION HEADINGS.

     The section headings are for the convenience of the parties and in no 
way alter, modify, amend, limit, or restrict the contractual obligations of 
the parties.

15.  TERMINATION.

     If the Closing has not occurred on or before January 31, 1997, this
Agreement shall terminate and be of no force and effect, except for the
provisions of Section 11, unless extended by the mutual agreement, in writing,
by the Company and AHI.

     IN WITNESS WHEREOF, this Agreement has been duly executed by the parties 
hereto as of and on the date first above written.

                              COMPANY
                              J. C. Nichols Company
ATTEST:
                              By:   /s/  BARRETT BRADY
                                    ----------------------------
/s/  PRICE A. SLOAN           Name:  Barrett Brady
- --------------------------           ----------------------------
Secretary                     Title: President
                                     ----------------------------

                              AHI
                              AHI Metnall L.P.

                              By:  AHI Kansas, Inc.
                              Its: General Partner

                              By:    /s/  JAMES W. QUINN  
                                     ----------------------------

                              Name:   James W. Quinn 
                                     ----------------------------
                              Title:  President
                                     ----------------------------

                              /s/  JOHN SIMON
                                   ----------------------------
                              John Simon, individually

                              /s/  JAMES W. QUINN
                                   ----------------------------
                              James W. Quinn, individually

 

Basic Info X:

Name: STOCK PURCHASE AGREEMENT
Type: Stock Purchase Agreement
Date: Feb. 14, 1997
Company: J C NICHOLS CO
State: Missouri

Other info:

Date:

  • January , 1997
  • January 15 , 1997
  • January 31 , 1997

Organization:

  • Twenty-Five Million Eight Hundred Fifty-Six Thousand Nine Hundred Eighty Dollars
  • Blackwell Sanders Matheny Weary & Lombardi L.C.
  • Houlihan Lokey Howard & Zukin
  • Twelve Million Eight Hundred Nine Thousand Eight Hundred Eighty Dollars
  • State of Delaware
  • Collateral Document Assignments
  • Deed of Trust
  • Metnall L.P. co Allen & Company , Inc.
  • Werbel & Carnelutti
  • Board of Directors of the Company
  • AHI AHI Metnall L.P.
  • AHI Kansas , Inc.

Location:

  • Delaware
  • Johnson County
  • Jackson County
  • Ward Parkway Kansas City
  • Pershing Square
  • Esq
  • New York
  • Missouri

Money:

  • $ 25,856,980.00
  • $ 13,047,100.00
  • $ 12,809,880.000
  • $ 57,500

Person:

  • J.C. NICHOLS
  • Steven F. Carman
  • Robert H. Werbel
  • J. C. Nichols
  • Barrett Brady
  • John Simon
  • James W. Quinn

Time:

  • 10 a.m. local time
  • 12:01 a.m.

Percent:

  • eight percent
  • 8 %