Preview
Full Doc
 | 2006 |
Agreement and Plan of Merger
Agreement and Plan of Merger (204K)
Doc #1216608: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
BY
AND
AMONG
FOX & HOUND RESTAURANT GROUP,
F&H ACQUISITION CORP.
AND
NPSP ACQUISITION CORP.
DATED AS OF JANUARY 30, 2006
TABLE OF CONTENTS
. . .
1216608
| | |
Preview
Full Doc
| 2006 |
Agreement and Plan of Merger
Agreement and Plan of Merger (184K)
Doc #1216610: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
by
and
among
FOX & HOUND RESTAURANT GROUP,
F&H ACQUISITION CORP.
and
NPSP ACQUISITION CORP.
Dated as of January 30, 2006
TABLE OF CONTENTS
Page
ARTICLE I
TERMS OF THE MERGER
2
1.1.
The Offer.
2
1.2.
Company Actions.
3
1.3.
Directors of the Company.
4
1.4.
The Merger.
6
1.5.
The Closing; Effective Time.
6
1.6.
Conversion of Securities.
6
. . .
1216610
| | |
Preview
Full Doc
| 2006 |
Agreement and Plan of Merger
Agreement and Plan of Merger (184K)
Doc #1216634: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
by
and
among
FOX & HOUND RESTAURANT GROUP,
FOX ACQUISITION COMPANY
and
F&H FINANCE CORP.
Dated as of December 29, 2005
TABLE OF CONTENTS
Page
ARTICLE I
TERMS OF THE MERGER
2
1.1.
The Offer.
2
1.2.
Company Actions.
3
1.3.
Directors of the Company.
4
1.4.
The Merger.
6
1.5.
The Closing; Effective Time.
6
1.6.
Conversion of Securities.
6
1.7.
Tender of and Payment for Certificates.
7
1.8.
Options.
8
1.9.
Dissenting Shares. . . .
1216634
| |
 Bingham
As referenced in this Agreement and Plan of Merger:
Bingham McCutchen – by Purchaser for federal, state and local tax purposes.
1.5. The Closing; Effective Time.
(a) The closing of the Merger (the "Closing") shall take place at the offices of Bingham McCutchen LLP, 399 Park Avenue, New York, New York 10022, at 10:00 a.m. local time on a date to be specified by the parties which shall be no
_____________
Bingham McCutchen – Drive, Suite 240
Beverly Hills, California 90210
Attention: Lauren B. Leichtman
Facsimile: (310) 275-1441
with a copy to (but which shall not constitute notice to Purchaser or Merger Sub)
Bingham McCutchen LLP
150 Federal Street
Boston, Massachusetts 02110
Attention: Sula R. Fiszman, Esq.
Facsimile: (617) 951-8736
8.6. Binding Effect; Assignment.
This Agreement and all of the provisions hereof
_____________
dt 1719320
|
| Full Doc
| 2004 |
Code of Business Conduct and Ethics
Code of Business Conduct and Ethics (23K)
Doc #1216663: This document is immediately available for purchase, but does not have a preview available for viewing.
1216663
| | |
Preview
Full Doc
| 2002 |
Employment Agreement
Employment Agreement (49K)
Doc #1216685: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is entered into effective
as of this 12th day of June, 2002, by and between Total Entertainment Restaurant
Corp., a Delaware corporation (the "Corporation"), and Steven M. Johnson
("Employee").
RECITALS
WHEREAS, Employee is currently serving as Chief Executive Officer of
the Corporation and various subsidiaries of the Corporation; and
WHEREAS, Employee is a principal officer of the . . .
1216685
|
Total Entertainment Resta
As referenced in this Employment Agreement:
Total Entertainment Restaurant
Corp. – TEXT>
<PAGE>
EXHIBIT 10.14
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is entered into effective
as of this 12th day of June, 2002, by and between Total Entertainment Restaurant
Corp. , a Delaware corporation (the "Corporation"), and Steven M. Johnson
("Employee").
RECITALS
WHEREAS, Employee is currently serving as Chief Executive Officer of
the Corporation and various subsidiaries of the Corporation;
_____________
Total Entertainment Restaurant Corp. – as
the case may be, ownership interest in the Corporation or a successor
to the Corporation.
(e) "Code" means the Internal Revenue Code of 1986, as amended.
(f) "Corporation" means Total Entertainment Restaurant Corp. , a
Delaware corporation, and any successor or assignee as provided in
Section 2.4.
(g) "Compensation" means "includable compensation" under Section 280G
of the Code, and includes all of
_____________
TOTAL ENTERTAINMENT RESTAURANT CORP. – Agreement to be
executed and its seal affixed hereto by its officers thereunto duly authorized;
and Employee has executed this Agreement, as of the day and year first above
written.
TOTAL ENTERTAINMENT RESTAURANT CORP.
ATTEST:
/s/ GARY M. JUDD By /s/ JAMES K. ZIELKE
------------------------------ -----------------------------------------
Gary M. Judd, President James K. Zielke, Chief Financial Officer
"Corporation"
/s/ STEVEN M. JOHNSON
-------------------------------------------
Steven M. Johnson
"Employee"
_____________
dt 1380363
;
|
Total Entertainment Resta
As referenced in this Employment Agreement:
Total Entertainment Restaurant
Corp. – TEXT>
<PAGE>
EXHIBIT 10.14
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is entered into effective
as of this 12th day of June, 2002, by and between Total Entertainment Restaurant
Corp. , a Delaware corporation (the "Corporation"), and Steven M. Johnson
("Employee").
RECITALS
WHEREAS, Employee is currently serving as Chief Executive Officer of
the Corporation and various subsidiaries of the Corporation;
_____________
Total Entertainment Restaurant Corp. – as
the case may be, ownership interest in the Corporation or a successor
to the Corporation.
(e) "Code" means the Internal Revenue Code of 1986, as amended.
(f) "Corporation" means Total Entertainment Restaurant Corp. , a
Delaware corporation, and any successor or assignee as provided in
Section 2.4.
(g) "Compensation" means "includable compensation" under Section 280G
of the Code, and includes all of
_____________
TOTAL ENTERTAINMENT RESTAURANT CORP. – Agreement to be
executed and its seal affixed hereto by its officers thereunto duly authorized;
and Employee has executed this Agreement, as of the day and year first above
written.
TOTAL ENTERTAINMENT RESTAURANT CORP.
ATTEST:
/s/ GARY M. JUDD By /s/ JAMES K. ZIELKE
------------------------------ -----------------------------------------
Gary M. Judd, President James K. Zielke, Chief Financial Officer
"Corporation"
/s/ STEVEN M. JOHNSON
-------------------------------------------
Steven M. Johnson
"Employee"
_____________
dt 1422275
|
Preview
Full Doc
| 2002 |
Employment Agreement
Employment Agreement (49K)
Doc #1216686: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is entered into effective
as of this 12th day of June, 2002, by and between Total Entertainment Restaurant
Corp., a Delaware corporation (the "Corporation"), and Kenneth C. Syvarth
("Employee").
RECITALS
WHEREAS, Employee is currently serving as Chief Operating Officer of
the Corporation and various subsidiaries of the Corporation; and
WHEREAS, Employee is a principal officer of the . . .
1216686
|
Total Entertainment Resta
As referenced in this Employment Agreement:
Total Entertainment Restaurant
Corp. – TEXT>
<PAGE>
EXHIBIT 10.15
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is entered into effective
as of this 12th day of June, 2002, by and between Total Entertainment Restaurant
Corp. , a Delaware corporation (the "Corporation"), and Kenneth C. Syvarth
("Employee").
RECITALS
WHEREAS, Employee is currently serving as Chief Operating Officer of
the Corporation and various subsidiaries of the Corporation;
_____________
Total Entertainment Restaurant Corp. – as
the case may be, ownership interest in the Corporation or a successor
to the Corporation.
(e) "Code" means the Internal Revenue Code of 1986, as amended.
(f) "Corporation" means Total Entertainment Restaurant Corp. , a
Delaware corporation, and any successor or assignee as provided in
Section 2.4.
(g) "Compensation" means "includable compensation" under Section 280G
of the Code, and includes all of
_____________
TOTAL ENTERTAINMENT RESTAURANT CORP. – Agreement to be
executed and its seal affixed hereto by its officers thereunto duly authorized;
and Employee has executed this Agreement, as of the day and year first above
written.
TOTAL ENTERTAINMENT RESTAURANT CORP.
ATTEST:
/s/ GARY M. JUDD By /s/ STEVEN M. JOHNSON
--------------------------------- ------------------------------------------
Gary M. Judd, President Steven M. Johnson, Chief Executive Officer
"Corporation"
/s/ KENNETH C. SYVARTH
------------------------------------------
Kenneth C. Syvarth
"Employee"
_____________
dt 1380364
;
|
Total Entertainment Resta
As referenced in this Employment Agreement:
Total Entertainment Restaurant
Corp. – TEXT>
<PAGE>
EXHIBIT 10.15
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is entered into effective
as of this 12th day of June, 2002, by and between Total Entertainment Restaurant
Corp. , a Delaware corporation (the "Corporation"), and Kenneth C. Syvarth
("Employee").
RECITALS
WHEREAS, Employee is currently serving as Chief Operating Officer of
the Corporation and various subsidiaries of the Corporation;
_____________
Total Entertainment Restaurant Corp. – as
the case may be, ownership interest in the Corporation or a successor
to the Corporation.
(e) "Code" means the Internal Revenue Code of 1986, as amended.
(f) "Corporation" means Total Entertainment Restaurant Corp. , a
Delaware corporation, and any successor or assignee as provided in
Section 2.4.
(g) "Compensation" means "includable compensation" under Section 280G
of the Code, and includes all of
_____________
TOTAL ENTERTAINMENT RESTAURANT CORP. – Agreement to be
executed and its seal affixed hereto by its officers thereunto duly authorized;
and Employee has executed this Agreement, as of the day and year first above
written.
TOTAL ENTERTAINMENT RESTAURANT CORP.
ATTEST:
/s/ GARY M. JUDD By /s/ STEVEN M. JOHNSON
--------------------------------- ------------------------------------------
Gary M. Judd, President Steven M. Johnson, Chief Executive Officer
"Corporation"
/s/ KENNETH C. SYVARTH
------------------------------------------
Kenneth C. Syvarth
"Employee"
_____________
dt 1422276
|
Preview
Full Doc
| 2005 |
Indemnification Agreement
Indemnification Agreement (38K)
Doc #1216637: Click preview link for longer preview.
INDEMNIFICATION AGREEMENT
INDEMNIFICATION AGREEMENT, made and executed this 20th day of December, 2005 (this "Agreement"), by and between FOX & HOUND RESTAURANT GROUP, a Delaware corporation (the "Company"), and [________], an individual resident of the State of [Kansas] (the "Indemnitee").
WHEREAS, the Company is aware that, in order to induce highly competent persons to serve the Company as directors or officers or in other capacities, the Company must provide such persons with adequate protection through insurance and indemnification against inordinate risks of claims and actions against . . .
1216637
| | |
Preview
Full Doc
| 2005 |
Letter of Intent
Letter of Intent (31K)
Doc #1216640: Click preview link for longer preview.
CONFIDENTIAL
October 4, 2005
Fox & Hound Restaurant Group
c/o Mr. Dennis L. Thompson
Chairman of the Board
1551 North Waterfront Parkway
Wichita, Kansas 67206
Re: Letter of Intent
Dear Mr. Thompson:
This letter of intent will evidence our discussions regarding the interest of Levine Leichtman Capital Partners, Inc., or an affiliate ("Investor"), in purchasing all of the outstanding common stock (other than shares held by the Rollover Shareholders referred to below) of Fox & Hound Restaurant Group ("Fox & Hound" or the "Company") for $14.00 per share in cash, subject to the . . .
1216640
| | |
Preview
Full Doc
| 2006 |
Letter of Transmittal
Letter of Transmittal (38K)
Doc #1216604: Click preview link for longer preview.
LETTER OF TRANSMITTAL
To Tender Shares of Common Stock
of
FOX & HOUND RESTAURANT GROUP
Pursuant to the Amended and Restated Offer to Purchase
dated February 3, 2006
of
NPSP ACQUISITION CORP.
a wholly-owned subsidiary of
F&H ACQUISITION CORP.
________________________________________________________________________________
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT . . .
1216604
| | |
Preview
Full Doc
| 2006 |
Letter of Transmittal
Letter of Transmittal (43K)
Doc #1216617: Click preview link for longer preview.
LETTER OF TRANSMITTAL
To Tender Shares of Common Stock
of
Fox & Hound Restaurant Group
Pursuant to the Offer to Purchase Dated January 6, 2006
and
the Supplement Thereto Dated January 20, 2006
by
F&H Finance Corp.
an indirect wholly-owned subsidiary of
Levine Leichtman Capital Partners III, L.P.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON MONDAY, FEBRUARY 6, 2006, UNLESS EXTENDED.
The Depositary for the Offer is:
THE BANK OF NEW . . .
1216617
| | |
Preview
Full Doc
| 2006 |
Letter of Transmittal
Letter of Transmittal (37K)
Doc #1216626: Click preview link for longer preview.
LETTER OF TRANSMITTAL
To Tender Shares of Common Stock
of
FOX & HOUND RESTAURANT GROUP
Pursuant to the Offer to Purchase
dated January 6, 2006
of
NPSP ACQUISITION CORP.
a wholly-owned subsidiary of
F&H ACQUISITION CORP.
________________________________________________________________________________
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 . . .
1216626
| | |
Preview
Full Doc
| 2002 |
Promotional Retainer Proposal
Promotional Retainer Proposal (7K)
Doc #1216689: Click preview link for longer preview.
EXHIBIT 99.1
TOTAL ENTERTAINMENT
Promotional Retainer Proposal
Patrick Henry Creative Promotions, Inc. (PHCP) will provide promotion/marketing
services and act as an independent contractor for Total Entertainment (TE) in
accordance with and subject to the following terms and conditions.
I The Services
This agreement calls for PHCP to provide the following services:
1. Establish strong vendor relationships on behalf of TE with beverage
. . .
1216689
|
Total Entertainment Resta
As referenced in this Promotional Retainer Proposal:
Total Entertainment Restaurant Corp. – Patrick Henry 1-18-02 Patrick Henry
--------------------------------------- -------------------------------------
Patrick Henry, President Date Name Printed
Patrick Henry Creative Promotions, Inc.
/s/ Steven Johnson 1-21-02 Steven Johnson
--------------------------------------- -------------------------------------
Representative Date Name Printed
Total Entertainment Restaurant Corp.
</Table>
</TEXT>
</DOCUMENT>
|