Transfer and Exchange Agreement between The New York Public Asset Fund and WellChoice, Inc.
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Summary
This agreement is between The New York Public Asset Fund and WellChoice, Inc. It outlines the transfer of 95 shares of Empire HealthChoice, Inc. from the Fund to WellChoice Holdings of New York, Inc., a subsidiary of WellChoice. In return, WellChoice will issue specified shares of its common stock and one share of its Class B common stock to the Fund and the Trustee. The transfer will occur at the time of the conversion described in the referenced Plan, with timing to be mutually agreed upon by the parties.
EX-2.2.1 4 dex221.txt FORM OF TRANSFER AND EXCHANGE AGREEMENT EXHIBIT 2.2.1 [LETTERHEAD OF THE FUND] _____________, 2002 WellChoice, Inc. 11 West 42nd Street New York, NY 10036 Re: Transfer and Exchange of Shares Ladies and Gentlemen: Reference is hereby made to (i) the Amended Plan of Conversion filed by Empire HealthChoice, Inc. ("Empire") on June 18, 2002, as amended (the "Plan"), (ii) the related Opinion and Decision issued by the New York State Department of Insurance on October 8, 2002, and (iii) that certain Voting Trust and Divestiture Agreement, dated as of the date hereof (the "Voting Trust Agreement"), by and among WellChoice, Inc. ("WellChoice"), the Trustee specified therein and the Members of the Board of The New York Public Asset Fund (the "Fund"). To effect the stock transfer in "Step 4" described in the Plan under "Conversion Transaction - - - The Steps of the Proposed Transaction," the Fund hereby agrees with WellChoice that the Fund shall transfer ninety-five (95) shares of Empire to WellChoice Holdings of New York, Inc., a New York corporation and a wholly owned subsidiary of WellChoice, in exchange for WellChoice issuing: (A) ______ shares of WellChoice's common stock, par value $.01 per share ("Common Stock"), to the Fund, (B) _______ shares of Common Stock to the Trustee (on behalf of the Fund and as specified in the Voting Trust Agreement) and (C) one (1) share of WellChoice's Class B common stock, par value $.01 per share, to the Fund (collectively, the "Share Transfer"). The Share Transfer shall take place at the time of the Conversion (as described in the Plan) as mutually agreed by the parties. Very truly yours, Members of the Board of the New York Public Asset Fund _______________________ _______________________ __________________________ Name: Name: Name: _______________________ _______________________ Name: Name: Accepted and Agreed as of the date first written above: WellChoice, Inc. By:________________________ Name: Title:
