Stock Purchase Agreement

EXHIBIT 10.95


STOCK PURCHASE AGREEMENT


among


PAGE HOLDING COMPANY (Buyer),


ARIS INDUSTRIES, INC. (Seller)


and


PERRY MANUFACTURING COMPANY


with respect to the stock of


PERRY MANUFACTURING COMPANY


As of September 19, 1996


TABLE OF CONTENTS


Page
---- 1. Sale and Purchase of Shares........................................... 1


2. Closing; Closing Date................................................. 2


3. Purchase Price and Payment for Shares................................. 2


4. Delivery of Shares.................................................... 2


5. Representations and Warranties of the Seller.......................... 2
5.1 Outstanding Capital Stock.................................... 2
5.2 Options or Other Rights...................................... 3
5.3 Power and Capacity; Organizational Documents................. 3
5.4 Freedom to Contract.......................................... 4
5.5 Disclaimer of Warranties..................................... 5
5.6 Taxes........................................................ 5
5.7 Subsidiaries................................................. 6
5.8 Qualification................................................ 7
5.9 Litigation................................................... 7
5.10 Undisclosed Liabilities...................................... 7
5.11 Disclosure................................................... 7
5.12 Absence of Certain Events.................................... 7
5.13 Affiliate Transactions....................................... 8
5.14 Sale of All or Substantially All of Assets................... 8
5.15 Representations and Warranties on Closing Date............... 8


6. Representations and Warranties of the Buyer........................... 8
6.1 Due Incorporation............................................ 8
6.2 Corporate Power.............................................. 9
6.3 Freedom to Contract.......................................... 9
6.4 Litigation................................................... 10
6.5 Acquisition of Shares for Investment......................... 10
6.6 Representations and Warranties on Closing Date............... 10


7. Certain Covenants of Parties.......................................... 10
7.1 Buyer's Knowledge and Independent Investigation.............. 10
7.2 Books and Records; Post Closing Access....................... 11
7.3 Regulatory and Other Authorizations; Consents................ 11
7.4 Employees.................................................... 12
7.5 Consent to Jurisdiction and Service of Process............... 12
7.6 Expenses..................................................... 12
7.7 Indemnification for Fees of Brokers and Finders.............. 13
7.8 Company Subject to Indebtedness.............................. 13
7.9 Company Assets and Properties Subject to Liens............... 14
7.10 Intercompany Obligations..................................... 14
7.11 Section 338(h)(10) Election.................................. 14
7.12 Post-Closing Board Action.................................... 16


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Page
---- 8. Conditions Precedent to the Obligation of the Buyer to Close.......... 16
8.1 Representations and Warranties True as of Closing Date....... 16
8.2 Compliance with This Agreement............................... 16
8.3 Certificates................................................. 16
8.4 Corporate Authorization...................................... 16
8.5 Opinion of Counsel to the Company and the Seller............. 16
8.6 Resignations of Directors and Officers....................... 17
8.7 Good Standing................................................ 17
8.8 No Adverse Event............................................. 17
8.9 Litigation................................................... 17
8.10 Delivery of Stock Certificates............................... 17
8.11 Buyer's Financing Arrangements with Heller................... 17
8.12 Consents..................................................... 17
8.13 Releases..................................................... 18
8.14 Release of Liens............................................. 18
8.15 Sale of Aris Stock........................................... 18
8.16 Consent to Sale of Shares.................................... 18
8.17 Proceedings Satisfactory..................................... 18


9. Conditions Precedent to the Obligation of the Seller to Close......... 18
9.1 Representations and Warranties True as of Closing Date....... 18
9.2 Compliance with This Agreement............................... 19
9.3 Officer's Certificate........................................ 19
9.4 Corporate Authorization...................................... 19
9.5 Opinion of Counsel to the Buyer.............................. 19
9.6 Good Standing................................................ 19
9.7 Litigation................................................... 19
9.8 Payment of Purchase Price.................................... 19
9.9 Seller's Debt Restructuring Agreement........................ 20
9.10 Consents..................................................... 20
9.11 Consent to Transaction by Buyer's Affiliates................. 20
9.12 Releases..................................................... 20
9.13 Termination of Stock Options................................. 20
9.14 Sale of Aris Stock........................................... 20
9.15 Proceedings Satisfactory..................................... 21


10. Indemnification....................................................... 21
10.1 Seller's Indemnity........................................... 21
10.2 Limitations.................................................. 22
10.3 Buyer's Indemnity............................................ 22
10.4 Procedure.................................................... 23
10.5 Exclusive Remedy............................................. 25


11. Tax Matters........................................................... 25
11.1 Payment for Taxes............................................ 25
11.2 Section 338 Election Matters................................. 26
11.3 Payments..................................................... 27
11.4 Refunds...................................................... 27


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Page
----
11.5 Contests..................................................... 28
11.6 Filing of Tax Returns; Change of Tax Year.................... 29
11.7 Cooperation and Exchange of Information...................... 29
11.8 Conveyance Taxes............................................. 30
11.9 Adjustment to Purchase Price................................. 30


12. Survival of Representations and Warranties............................ 30


13. Miscellaneous......................................................... 30
13.1 Knowledge.................................................... 31
13.2 Cooperation; Further Assurances.............................. 31
13.3 Entire Agreement............................................. 31
13.4 Governing Law................................................ 31
13.5 Headings..................................................... 31
13.6 Notices...................................................... 31
13.7 Separability................................................. 32
13.8 Amendment; Waiver............................................ 33
13.9 Assignment and Binding Effect................................ 33
13.10 No Benefit to Others......................................... 33
13.11 Counterparts................................................. 33
13.12 Interpretation............................................... 33


Sellers Schedules - ----------------- Schedule 5.1 -- Liens, etc. on Shares of the Company; Original
Perry Shareholders


Schedule 5.2 -- Options or Other Rights Granted by Seller on
Shares of the Company


Schedule 5.4 -- Seller's Required Consents, Conflicts with
Other Agreements of Seller, etc.


Schedule 5.7 -- Subsidiaries of the Company Authorized by Seller


Schedule 5.8 -- Company Qualifications & Good Standing


Schedule 5.10 -- Contracts and Liabilities of the Company
Created by Seller, etc.


Schedule 5.12 -- Certain Transactions Affecting the Company Due
to Action of Seller Since February 3, 1996


Schedule 5.13 -- Affiliate Transactions


Schedule 7.8 -- Indebtedness Not Accepted by Buyer


Schedule 7.9 -- Liens Not Accepted by Buyer


Schedule 7.10 -- Intercompany Items


Schedule 8.6 -- Director and Officer Resignations


Schedule 9.13 -- List of Holders of Seller's Stock Options to
be Cancelled


Buyers Schedules - ---------------- Schedule 6.1 -- Shares of Capital Stock of Buyer


Schedule 6.3 -- Conflicts and Required Consents


Exhibits - -------- Exhibit A -- Form of Opinion of Seller's Counsel


Exhibit B -- Form of Opinion of Buyer's Counsel


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Exhibit C -- General Release by Seller and its Affiliates


Exhibit D -- Consent of Original Perry Owners


Exhibit E -- Consent of Buyer's Stockholders


Exhibit F -- General Release by William K. Woltz, Jr.


Exhibit G -- General Release by Perry Manufacturing and its Subsidiaries


Page iv


STOCK PURCHASE AGREEMENT


STOCK PURCHASE AGREEMENT dated as of September 19, 1996 (this "AGREEMENT"), among PAGE HOLDING COMPANY, a Delaware corporation, with its principal executive office located at 100 Woltz Street, Mount Airy, North Carolina 27030 (the "BUYER"), ARIS INDUSTRIES, INC., a New York corporation, with its principal executive office located at 475 Fifth Avenue, New York, New York 10017 (the "SELLER"), and PERRY MANUFACTURING COMPANY, a North Carolina corporation, with its principal executive office located at 100 Woltz Street, Mount Airy, North Carolina 27030 (the "COMPANY").


W I T N E S S E T H:


WHEREAS, the Seller is the beneficial and record owner of 1,169,870 (One Million, One Hundred Sixty Nine Thousand, Eight Hundred Seventy) shares, constituting all the issued and outstanding shares (the "SHARES") of common stock, par value $.10 per share, of the Company; and


WHEREAS, Seller and Heller Financial, Inc. ("HELLER") are parties to a Senior Secured Note Agreement dated June 30, 1993, under which Seller is indebted to Heller in the principal amount of $53,370,617 (the "HELLER NOTE"); and


WHEREAS, the Seller wishes to sell, and the Buyer wishes to purchase, the Shares upon the terms and subject to the conditions of this Agreement, pursuant to which Seller will receive a total consideration of $51,881,909, consisting of (i) $40,857,500 in cash paid by Buyer as payment in full for the Shares, which will be used by Seller to pay Heller under the Heller Note and (ii) the forgiveness at the Closing (as defined herein) by Heller of the remaining balance of $11,024,409 of the Heller Note.


NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:


1. Sale and Purchase of Shares.


Subject to the terms and conditions of this Agreement, at the closing provided for in Section 2 hereof, the Seller shall sell, transfer, convey and assign to the Buyer, and the Buyer shall purchase from Seller, all the Shares (the aggregate of which Shares shall constitute all the issued and outstanding capital stock of the Company on the Closing Date (as hereinafter defined)).


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2. Closing; Closing Date.


Subject to the terms and conditions of this Agreement, the closing of the sale and purchase of the Shares contemplated hereby (the "CLOSING") shall take place at the offices of Herrick Feinstein, LLP, 2 Park Avenue, New York, New York 10016 at 10:00 A.M. local time, on September 30, 1996 or such later date as agreed to by the Buyer and the Seller. The time and date upon which the Closing shall occur is herein called the "CLOSING DATE".


3. Purchase Price and Payment for Shares.


As consideration for the Shares, the Buyer shall pay to the Seller at the Closing $40,857,500 (the "PURCHASE PRICE") in immediately available funds by wire transfer to an account or accounts designated by the Seller. At the Closing, upon receipt by Heller of the Purchase Price, Heller shall accept the Purchase Price from Seller in full and final satisfaction of the principal amount due under the Heller Note and shall forgive the remaining principal balance of $11,024,409 of the Heller Note, pursuant to the Restructuring Agreement referred to in Section 9.9.


4. Delivery of Shares.


At the Closing, the Seller shall deliver to the Buyer stock certificates representing all the Shares, duly endorsed in blank or accompanied by stock powers duly executed in blank, in proper form for transfer.


5. Representations and Warranties of the Seller.


The Seller represents and warrants to the Buyer as follows:


5.1 Outstanding Capital Stock. The Company is authorized to issue
4,000,000 shares of Common Stock, par value $.10 per share, 1,169,870 of
which are issued and outstanding (excluding 59,130 treasury shares), and
200,000 shares of Preferred Stock, par value $1.00 per share, none of which
are issued and outstanding. All the Shares have been duly authorized,
validly issued and are fully paid and nonassessable and were acquired by
the Seller from the persons and entities set forth on Schedule 5.1 on
September 30, 1987 (the "ACQUISITION DATE"). Seller has not granted to any
person or entity any preemptive rights with respect to the Shares or the
capital stock of the Company. Except as set forth in Schedule 5.1, all
right, title and interest in and to the Shares is owned by Seller,
beneficially and of record, free and clear of all liens, claims, charges,
pledges, security interests or other encumbrances of any nature whatsoever,
including without limitation, any options,


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restrictions on voting rights or rights of disposition, and claims, charges
or third party rights of whatever nature ("LIENS"). Delivery of a
certificate or certificates evidencing the Shares at the Closing in the
manner provided in Section 4 will transfer to Buyer good and valid title to
the Shares, free and clear of all Liens, and without any condition or
restrictions on transferability imposed or retained by Seller except
pursuant to Section 6.5 of this Agreement.


5.2 Options or Other Rights. Except pursuant to this Agreement and
as disclosed in Schedule 5.2, (a) Seller has not granted or issued any
right, subscription, warrant, call, preemptive right, option or other right
to purchase or otherwise to receive or acquire from the Company or the
Seller at any time or upon the happening of any stated event any of the
outstanding, authorized but unissued, unauthorized or treasury shares of
the capital stock or any other security of the Company, (b) Seller has not
granted or issued any right, subscription, warrant, call, preemptive right,
option or other right to purchase or otherwise to receive or acquire from
the Company or the Seller any security of any kind convertible into such
capital stock, (c) the Seller has not entered into any trust (voting or
otherwise) or other agreement of any kind granting to any person or entity
any interest or rights with respect to any capital stock, or security of
any kind convertible into such capital stock, of the Company, and (d)
Seller has not granted any proxy to vote, or entered into any agreement,
trust or understanding with respect to the voting of, the capital stock of
the Company.


5.3 Power and Capacity; Organizational Documents.


(a) Seller. Seller is a corporation duly
organized, validly existing and in good standing under the laws of
the State of New York. The Seller has all requisite corporate
power, authority and approval required to execute, deliver and
perform this Agreement and all other documents, agreements and
instruments required to be delivered in connection with the
transactions contemplated by this Agreement (collectively,
together with this Agreement, the "OPERATIVE DOCUMENTS") to which
it is a party, to consummate the transactions contemplated hereby
and thereby and to perform fully the Seller's obligations
hereunder and thereunder. Seller is duly qualified, licensed or
admitted to do business and is in good standing in all
jurisdictions in which the ownership, use or leasing of its assets
and properties, or the conduct or nature of its business, makes
such qualification, licensing or admission necessary and in which
the failure to be so qualified, licensed or admitted and in good
standing could reasonably be expected to have an adverse


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effect on the validity or enforceability of this Agreement or any
of the Operative Agreements to which it is a party or on the
ability of Seller to perform its obligations hereunder or
thereunder. The execution, delivery and performance of the
Operative Documents by the Seller have been, or prior to the
Closing will be, duly and validly authorized by the Board of
Directors of the Seller, and no other corporate action on the part
of the Seller or its shareholders is necessary. The Operative
Documents have been duly and validly executed and delivered by the
Seller and (assuming due authorization, execution and delivery by
the Buyer) constitute the legal, valid and binding obligations of
the Seller enforceable against the Seller in accordance with their
respective terms, subject to bankruptcy, insolvency, and similar
laws affecting creditors' rights generally and to the extent that
equitable principles may limit the availability of specific
performance and other remedies.


(b) The Company. The Company is duly
organized, validly existing and in good standing under
the laws of the State of North Carolina.


(c) Organizational Documents. The Seller has
delivered to Buyer prior to the signing of this Agreement true,
correct and complete copies of (i) the Company's and Seller's
articles of incorporation or certificates of incorporation, as the
case may be, and bylaws and (ii) any other documents, agreements
or instruments relating to the organization of the Company, which
have been created after the Acquisition Date by or at the
direction of Seller in its capacity as sole stockholder of the
Company (the items in clauses (i) and (ii) being referred to
collectively herein as the "ORGANIZATIONAL DOCUMENTS"), in each
case as amended to and in force on the date hereof.


5.4 Freedom to Contract.


(a) Except as set forth on Schedule 5.4, the
execution, delivery and performance of this Agreement and the
other Operative Documents to which Seller is a party does not, and
the performance by Seller of its obligations hereunder and
thereunder and the consummation of the transactions contemplated
hereby and thereby will not (with or without notice or passage of
time or both), (i) violate or conflict with any provision of the
certificates or articles of incorporation or by-laws of the Seller
or any amendments thereto or restatements thereof, (ii) violate
any of the terms, conditions or provisions of any applicable law,
statute, rule,


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regulation, order, writ, injunction, judgment or decree of any
Governmental Authority (as defined hereinafter) binding upon the
Seller, (iii)(A) conflict with or result in a violation or breach
of, or constitute a default under, (B) give rise to any right of
termination, cancellation or acceleration under, (C) result in or
give to any person any additional rights or entitlement to
increased, additional, accelerated or guaranteed payments under or
(D) result in the creation or imposition of any Lien upon Seller
or any of its assets and properties under, any of the terms,
conditions or provisions of any material note, bond, indenture,
debenture, security agreement, trust agreement, lien, mortgage,
lease, agreement, license, franchise, permit, guaranty, joint
venture agreement, or any other agreement, arrangement, instrument
or obligation, to which the Seller is a party or by which it is
bound, or (iv) require the Seller to obtain any governmental
authorization, approval, order, license, permit, franchise or
consent, or make any registration, declaration or filing with any
federal, state or local (but not foreign) court, governmental
instrumentality, agency, department, commission, board, bureau or
authority, or other regulatory or administrative agency or
commission ("GOVERNMENTAL AUTHORITY"); provided, however, that no
representation or warranty is made by Seller in clauses (ii) or
(iv) above as to any requirement referred to therein within the
States of North Carolina and Virginia or in any jurisdiction
outside the United States.


(b) Except as set forth in the audited financial
statements of the Company for its most recent fiscal year and
except as previously disclosed in writing to William K. Woltz, Jr.
("WOLTZ"), in the Seller's Annual Report on Form 10-K for the
fiscal year ended February 3, 1996 (the "10-K") or on Schedule
5.10, the Seller has not, on behalf of the Company or any of the
Subsidiaries (as defined below), entered into or authorized any
note, bond, indenture, debenture, security agreement, trust
agreement, lien, mortgage, lease, agreement, license, franchise,
permit, guaranty, joint venture agreement, or any other agreement,
arrangement, instrument or obligation, to which either the Company
or any Subsidiary is a party or by which either the Company or any
Subsidiary is bound.


5.5 Disclaimer of Warranties. Seller makes no warranty, express or
implied, whether of merchantability, suitability or fitness for a
particular purpose, or quality or adequacy as to the assets or properties
of the Company or the Subsidiaries or any part thereof, or as to the
condition or workmanship thereof, or the absence of any defects therein,
whether latent


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or patent, and Buyer has relied upon its own examination thereof in
deciding to purchase the Shares on the terms and subject to the conditions
of this Agreement and Buyer accepts such assets and properties "AS IS."


5.6 Taxes.


(a) Tax Returns. All U.S. federal income tax returns for
all periods from and after the Acquisition Date and ending on or
before the Closing Date that are or were required to be filed by,
or with respect to, the Company and those of its subsidiaries
incorporated within the United States (the "USA SUBSIDIARIES")
have been or shall be filed on a timely basis (taking into account
extensions of time permitted under applicable law). The Seller
shall timely file (taking into account extensions of time
permitted under applicable law) or cause to be filed all U.S.
federal income tax returns that shall be required to be filed
after the Closing Date by, or with respect to, each of the Company
and the USA Subsidiaries, for all periods ending on or before the
Closing Date, in accordance with applicable law. Such returns
shall properly reflect any election (and the effects thereof)
required under Section 7.11. All such tax returns that have been
or will be filed by the Seller were when filed, and will continue
to be after the date of this Agreement, true, correct and complete
in all material respects.


(b) Payment. Each of the Company and the USA Subsidiaries
...