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EXHIBIT 10.3
FORM OF
VOTING AGREEMENT
This Voting Agreement, dated as of ___________, 1999 (this
"Agreement"), is among Interstate Hotels Management, Inc., a Maryland
corporation ("Interstate Management"), and the shareholders of Interstate
Management named on the signature pages hereto (individually, a "Shareholder"
and collectively, the "Shareholders").
RECITALS:
A. On the date hereof, Patriot American Hospitality, Inc., a Delaware
corporation ("Patriot"), has distributed shares of Common Stock, par value $0.01
per share ("Interstate Management Stock"), of Interstate Management to its
stockholders; and
B. Upon consummation of such distribution, each Shareholder owns the
number of shares (the "Shares") of Interstate Management Stock set forth on
Exhibit A hereto.
NOW, THEREFORE, the parties hereto agree as follows:
I. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS
Each of the Shareholders hereby represents and warrants to Interstate
Management with respect to himself but not the other Shareholders as follows:
1.1 Due Authority. The Shareholder has full power and authority to
execute and deliver this Agreement and to perform his obligations hereunder.
This Agreement has been duly executed and delivered by or on behalf of such
Shareholder and, assuming its due authorization, execution and delivery by
Interstate Management and the other Shareholders, constitutes a legal, valid and
binding obligation of such Shareholder.
1.2 No Conflict; Consents. (a) The execution and delivery of this
Agreement by the Shareholder do not, and the performance by such Shareholder of
his obligations under this Agreement and the compliance by such Shareholder with
any provisions hereof do not and will not, (i) conflict with or violate any law,
statute, rule, regulation, order, writ, judgment or decree applicable to such
Shareholder or the Shares owned by such Shareholder, or (ii) result in any
breach of or constitute a default (or an event that with notice or lapse of time
or both would become a default) under, or give to others any rights of
termination, amendment, acceleration or cancellation of, or result in the
creation of a lien or encumbrance on any of the Shares owned by such Shareholder
pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease,
license, permit, franchise or other instrument or obligation to which such
Shareholder is a party or by which such Shareholder or any of the Shares owned
by such Shareholder are bound.
(b) The execution and delivery of this Agreement by the Shareholder do
not, and the performance of this Agreement by such Shareholder will not, require
any consent, approval,
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authorization or permit of, or filing with (except for applicable requirements,
if any, of the Securities Exchange Act of 1934, as amended (the "Exchange Act"))
or notification to, any government or regulatory authority by such Shareholder.
1.3 Title to Shares. The Shareholder is the record or beneficial owner
of the Shares as listed on Exhibit A free and clear of any proxy or voting
restriction other than pursuant to this Agreement.
II. REPRESENTATIONS AND WARRANTIES OF INTERSTATE MANAGEMENT
Interstate Management hereby represents and warrants to the
Shareholders as follows:
2.1 Due Authority. Interstate Management has full power, corporate or
otherwise, and authority to execute and deliver this Agreement and to perform
its obligations hereunder. This Agreement has been duly executed and delivered
by or on behalf of Interstate Management and, assuming its due authorization,
execution and delivery by the Shareholders, constitutes a legal, valid and
binding obligation of Interstate Management, enforceable against Interstate
Management in accordance with its terms.
2.2 No Conflict; Consents. (a) The execution and delivery of this
Agreement by Interstate Management do not, and the performance by Interstate
Management of its obligations contemplated by this Agreement and the compliance
by Interstate Management with any provisions hereof do not and will not, (i)
conflict with or violate any law, statute, rule, regulation, order, writ,
judgment or decree applicable to Interstate Management, (ii) conflict with or
violate Interstate Management's charter or bylaws, or (iii) result in any breach
of or constitute a default (or an event that with notice or lapse of time or
both would become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, any note, bond, mortgage, indenture,
contract, agreement, lease, license, permit, franchise or other instrument or
obligation to which Interstate Management is a party or by which Interstate
Management is bound.
(b) The execution and delivery of this Agreement by Interstate
Management do not, and the performance of this Agreement by Interstate
Management will not, require any consent, approval, authorization or permit of,
or filing with (except for applicable requirements, if any, of the Exchange Act)
or notification to, any governmental or regulatory authority by Interstate
Management.
III. CERTAIN COVENANTS OF THE SHAREHOLDERS
Each of the Shareholders hereby covenants and agrees with Interstate
Management as follows:
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3.1 Voting. (a) Each Shareholder hereby agrees, if as of the record
date for any meeting of shareholders of Interstate Management the Shareholders
and those individuals and entities (the "Affiliated Shareholders") identified on
Exhibit C hereto own in the aggregate more than 9.9% of the outstanding
Interstate Management Stock, to vote, or to use all practicable efforts to
direct the record owner thereof to vote, each of the Shares owned by such
Shareholder at such meeting or any adjournment thereof in accordance with
Paragraph 3.1(b) below, and in connection therewith, at Interstate Management's
written request, to execute, if necessary, proxies to effectuate the foregoing.
(b) Immediately prior to the closing of the polls on a particular
proposal, the inspector of elections for the meeting of Interstate Management
shareholders at which such proposal is being voted upon or, if no such inspector
has been appointed, such other individual as may be designated by Interstate
Management, shall (i) determine the number of shares of Interstate Management
Stock as to which votes were cast (including abstentions) with respect to such
proposal (other than votes cast by the Shareholders or the Affiliated
Shareholders), (ii) count such votes, and (iii) submit to each Shareholder (A) a
fraction (the "Affirmative Multiple"), the numerator of which is the total
number of votes cast in favor of such proposal (other than votes cast by the
Shareholders or the Affiliated Shareholders) and the denominator of which is the
total number of votes cast, including abstentions, with respect to such proposal
(other than votes cast, including abstentions, by the Shareholders or the
Affiliated Shareholders), and (B) a fraction (the "Abstention Multiple"), the
numerator of which is the total number of shares of Interstate Management Stock
which the holders of the Interstate Management Stock voted to abstain with
respect to such proposal (other than those made by the Shareholders or the
Affiliated Shareholders) and the denominator of which is the total number of
votes cast, including abstentions (other than votes cast, including abstentions,
by the Shareholders or the Affiliated Shareholders), with respect to such
proposal. Each Shareholder agrees that he shall then (a) multiply the number of
Shares owned by him as of the applicable record date by the Affirmative Multiple
and vote, or use all practicable efforts to direct the record owner thereof to
vote, the resulting number (rounded up to the nearest whole share) of Shares of
Interstate Management Stock in favor of such proposal, (b) multiply the number
of Shares owned by him as of the applicable record date by the Abstention
Multiple and abstain, or use all practicable efforts to direct the record owner
thereof to abstain, with respect to the resulting number (rounded up to the
nearest whole share) of Shares of Interstate Management Stock, and (c) vote, or
use all practicable efforts to direct the record owner thereof to vote, the
remaining number of Shares of Interstate Management Stock owned by him as of the
applicable record date, if any, against such proposal. "Broker non-votes" shall
not be considered votes "cast" for the purposes of this Agreement.
3.2 Disposition of Shares. (a) Each Shareholder hereby agrees to use
reasonable efforts to sell or otherwise dispose of the number of shares of
Interstate Management Stock necessary so that on or prior to the first
anniversary of the date hereof (such anniversary being the "Disposition Date"),
the percentage of the outstanding shares of Interstate Management Stock owned in
the aggregate by the Shareholders and the Affiliated Shareholders shall be equal
to or
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less than 9.9% of the then outstanding shares of Interstate Management Stock;
provided, however, that no Shareholder shall be required hereby to sell or
otherwise dispose of, on or prior to the Disposition Date, a number of shares of
Interstate Management Stock greater than the product of (x) the sum of the total
number of shares of Interstate Management Stock distributed to the Shareholders
and the Affiliated Shareholders on the date hereof minus the number of shares
that equals 9.9% of the total number of shares of Interstate Management Stock
outstanding after such distribution multiplied by (y) such Shareholder's
"Ownership Percentage," as set forth on Exhibit B hereto. From and after the
Disposition Date, each Shareholder hereby agrees that, upon the written request
of Interstate Management after a determination by Interstate Management pursuant
to Section 3.3(b) below that, as of the last day of the most recent fiscal
quarter, such Shareholders and the Affiliated Shareholders own more than 9.9% of
the outstanding shares of Interstate Management Stock (any such date a
"Measurement Date"), he shall use reasonable efforts to sell the number of
shares of Interstate Management Stock necessary so that on or prior to the last
day of the following fiscal quarter, the percentage of the outstanding shares of
Interstate Management Stock owned in the aggregate by the Shareholders and the
Affiliated Shareholders shall be equal to or less than 9.9% of the then
outstanding shares of Interstate Management Stock; provided, however, that no
Shareholder shall be required hereby to sell, on or prior to the last day of the
fiscal quarter following any Measurement Date, a number of shares of Interstate
Management Stock greater than the product of (x) the sum of the total number of
shares of Interstate Management Stock owned by the Shareholders and the
Affiliated Shareholders on such Measurement Date minus the number of shares that
equals 9.9% of the total number of shares of Interstate Management Stock
outstanding on such Measurement Date multiplied by (y) such Shareholder's
Ownership Percentage.
(b) Each Shareholder's obligations under this Section 3.2 are
individual and no Shareholder shall be liable for the failure of any other
Shareholder to use reasonable efforts to sell or otherwise dispose of such
Shareholder's Shares.
(c) Notwithstanding any other provision of this Agreement, no
Shareholder shall be obligated (i) to sell any Share which such Shareholder does
not have the authority to dispose of at that time, or (ii) to sell any Shares at
any time when such sale could reasonably be expected to (A) violate any federal
or state statute or other law, rule or regulation or (B) subject such
Shareholder to any liability to Interstate Management, any governmental entity
or any other entity or individual under any such statute, law, rule or
regulation, including, without limitation, liability under Section 16(b) of the
Exchange Act and the rules promulgated thereunder (collectively, "Section
16(b)") (and no other Shareholder shall be required to sell any additional
shares of Interstate Management Stock as a result of either clause (i) or clause
(ii) of this Section 3.2(c)). Each Shareholder hereby agrees, on each date when
it is reasonably foreseeable that such Shareholder will have the obligation to
use reasonable efforts to sell Shares pursuant to Section 3.2(a) during the six
months following such date, to use reasonable good faith efforts to refrain from
making any purchases of Interstate Management Stock if the reasonably
foreseeable result of any such purchase would be that any sale of Shares by such
Shareholder during the six months following such purchase would result in the
incurrence of liability under Section 16(b).
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(d) No provision of this Section 3.2 shall be deemed to limit
Interstate Management's rights under Section 3.3 below.
3.3 Call Right. (a) If the Shareholders do not satisfy their
obligations pursuant to Section 3.2, Interstate Management shall have the right
(the "Call Right") (in addition to any other remedies available under Section
4.6 hereof) to purchase from the Shareholders from time to time after the
Disposition Date all or any portion of the Callable Shares (as defined below),
subject to the terms set forth below.
(b) Interstate Management shall determine after the Disposition Date
and after the last day of each fiscal quarter after the Disposition Date (i) the
percentage of the outstanding shares of Interstate Management Stock owned by the
Affiliated Shareholders (the "Affiliate Percentage") on such date by dividing
the number of shares of Interstate Management Stock owned by the Affiliated
Shareholders on such date by the total number of shares of Interstate Management
Stock outstanding on such date; and (ii) the percentage of the outstanding
shares of Interstate Management Stock owned by the Shareholders on such date
(the "Shareholder Percentage") by dividing the number of shares of Interstate
Management Stock owned by the Shareholders on such date by the total number of
shares of Interstate Management Stock outstanding on such date. Each Shareholder
agrees that he shall provide to Interstate Management, as promptly as
practicable upon the written request of Interstate Management, such information
regarding such Shareholder's ownership of Interstate Management Stock as
Interstate Management may reasonably request in order to make the determinations
contemplated by this Section 3.3(b).
(c) "Callable Shares" shall mean (i) in the event that the Affiliate
Percentage as determined pursuant to subparagraph (b) above exceeds 9.9%, all
Shares owned by the Shareholders, (ii) in the event that the Affiliate
Percentage as so determined is less than 9.9% but the sum of the Affiliate
Percentage plus the Shareholder Percentage exceeds 9.9%, the lesser of (x) the
sum of the total number of shares of Interstate Management Stock owned by all
Shareholders and all Affiliated Shareholders on the Disposition Date and any
Measurement Date minus the number of shares of Interstate Management Stock
(rounded to the nearest whole number) that equals 9.9% of the total number of
shares of Interstate Management Stock outstanding on such date and (y) the sum
of the total number of shares of Interstate Management Stock owned by all
Shareholders and all Affiliated Shareholders on the date notice of the exercise
of the Call Right is sent by Interstate Management to the Shareholders (the
"Call Notice Date") minus the number of shares of Interstate Management Stock
(rounded to the nearest whole number) that equals 9.9% of the total number of
shares of Interstate Management Stock outstanding on the Call Notice Date, and
(iii) in the event that the sum of the Affiliate Percentage plus the Shareholder
Percentage is equal to or less than 9.9%, zero Shares.
(d) Upon exercise of the Call Right, Interstate Management shall
determine the number of Callable Shares to be purchased from each Shareholder by
multiplying the number of Shares as to which the Call Right is being exercised
(the "Called Shares") by such Shareholder's
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Ownership Percentage, as set forth on Exhibit B hereto. In the event the
aggregate number of Shares to be purchased by Interstate Management from all
Shareholders after operation of the previous sentence (the "Initial Shares") is
less than the number of Called Shares, Interstate Management shall purchase an
additional number of Shares equal to the difference between the Called Shares
and the Initial Shares by allocating such purchases among the Shareholders in
proportion to the Ownership Percentage of each Shareholder who continues to own
Shares after operation of the previous sentence.
(e) The per share price to be paid to each Shareholder upon exercise of
the Call Right shall be the average of the Closing Price of Interstate
Management Stock for the ten consecutive Trading Days ending with the Trading
Day immediately preceding the Call Notice Date. The "Closing Price" on any date
shall mean (A) where there exists a public market for the Interstate Management
Stock, the last sale price, regular way, or, in case no such sale takes place on
such day, the average of the closing bid and asked prices, regular way, in
either case as reported in the principal consolidated transaction reporting
system with respect to securities listed or admitted to trading on the New York
Stock Exchange or, if the shares of Interstate Management Stock are not listed
or admitted to trading on the New York Stock Exchange, as reported in the
principal consolidated transaction reporting system with respect to securities
listed on the principal national securities exchange on which the shares of
Interstate Management Stock are listed or admitted to trading or, if the shares
of Interstate Management Stock are not listed or admitted to trading on any
national securities exchange, the last quoted price, or if not so quoted, the
average of the high bid and low asked prices in the over-the-counter market, as
reported by the Nasdaq Stock Market, Inc. or, if such system is no longer in
use, the principal other automated quotation system that may then be in use or
(B) if no public market for the Interstate Management Stock exists, the Closing
Price will be determined by a single, independent appraiser selected by
Interstate Management's Board of Directors, which appraiser shall appraise the
fair value for such Interstate Management Stock within such guidelines as shall
be determined by the Board of Directors. "Trading Day" shall mean a day on which
the principal national securities exchange on which the shares of Interstate
Management Stock are listed or admitted to trading is open for the transaction
of business or, if the shares of Interstate Management Stock are not listed or
admitted to trading on any national securities exchange, any day other than a
Saturday, a Sunday or a day on which banking institutions in the State of New
York are authorized or obligated by law or executive order to close.
(f) The Call Right may be exercised by Interstate Management at any
time within 60 days after the Disposition Date and each Measurement Date, on no
more than one occasion with respect to each such date, by written notice to each
Shareholder, which notice shall be delivered via facsimile to the number and by
mail to the address set forth for each Shareholder on Exhibit A hereto (or such
other facsimile number or address as such Shareholder may notify Interstate
Management of) and which notice shall specify (i) evidence of the calculations
made by Interstate Management pursuant to subparagraphs (b) and (c) of this
Section 3.3, (ii) the total number of Shares as to which the Call Right is being
exercised, (iii) the number of Shares
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being purchased from such Shareholder (including evidence of the calculation
made by Interstate Management pursuant to subparagraph (d) of this Section 3.3),
and (iv) the per share price to be paid to such Shareholder, including
notification of the particular clause of subparagraph (e) of this Section 3.3
pursuant to which such price was determined.
(g) Each Shareholder shall, within ten days of the Call Notice Date,
deliver to Interstate Management a stock certificate or stock certificates, duly
assigned or endorsed for transfer to Interstate Management (or accompanied by
duly executed stock powers relating thereto), representing the Shares being sold
to Interstate Management pursuant to the exercise of the Call Right. Interstate
Management shall, not later than one business day after receipt of such stock
certificate or stock certificates, mail via first class mail to such Shareholder
a certified check in the amount equal to the purchase price of such Shares. In
the event a Shareholder delivers to Interstate Management a stock certificate or
stock certificates in a denomination or denominations exceeding the number of
Shares being sold by such Shareholder to Interstate Management, Interstate
Management shall, within ten days of receipt of such stock certificate, deliver
to such Shareholder a new stock certificate or new stock certificates
representing the number of shares of Interstate Management Stock represented by
such delivered stock certificate or stock certificates which are not being sold
to Interstate Management pursuant to the Call Right.
(h) If, upon the expiration of the 45-day period after the Disposition
Date or any Measurement Date, Interstate Management shall have failed to
exercise the Call Right, Marriott International, Inc., a Delaware corporation,
shall have the right to deliver, within ten days after the expiration of such
45-day period, written notice (the "Marriott Notice") to Interstate Management
indicating its desire for Interstate Management to exercise the Call Right and
specifying the total number of Shares as to which the Call Right should be
exercised. Upon receipt of the Marriott Notice, Interstate Management shall be
obligated, within five days after the receipt of such notice, to exercise the
Call Right pursuant to Section 3.3(f) above for the number of Shares specified
in the Marriott Notice.
3.4 Certain Events. This Agreement and the obligations hereunder will
terminate with respect to each Share sold, transferred or otherwise disposed of
by any means by any Shareholder; provided, that the provisions and obligations
of this Agreement shall continue to attach to any Shares sold or otherwise
transferred by a Shareholder to another Shareholder or to an Affiliated
Shareholder and such Shareholder or Affiliated Shareholder will be bound by such
provisions and obligations with respect to such Shares. Each Shareholder shall
cease to be a Shareholder under this Agreement and each Affiliated Shareholder
shall cease to be an Affiliated Shareholder under this Agreement (including,
without limitation in either such case, for the purposes of making all
computations under this Agreement) at such time that such Shareholder or
Affiliated Shareholder is no longer an officer, director or 10% shareholder of
Patriot, Wyndham International, Inc., a Delaware corporation ("Wyndham"), or any
entity controlled by Patriot or Wyndham. This Agreement and the obligations
hereunder shall be suspended at any time that the percentage of the outstanding
shares of Interstate Management Stock owned in the
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aggregate by the Shareholders and the Affiliated Shareholders is less than 9.9%;
and this Agreement and the obligations hereunder shall in any event terminate on
the fifth anniversary of the date of this Agreement.
3.5 Absence of Group. Interstate Management and the Shareholders hereby
agree that neither the execution nor the performance of this Agreement by the
Shareholders shall mean (or be used as evidence) that any Shareholder is a
member of a group (as that term is used for any purpose) with any other
Shareholder or Affiliated Shareholder or that any Affiliated Shareholder is a
member of any group with a Shareholder or any other Affiliated Shareholder.
IV. MISCELLANEOUS; GENERAL PROVISIONS
4.1 Severability. If any term or other provision of this Agreement is
determined to be invalid, illegal or incapable of being enforced by any rule of
law or public policy, all other conditions and provisions of this Agreement will
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto
will negotiate in good faith to modify this Agreement so as to effect the
original intent of the parties as closely as possible to the fullest extent
permitted by applicable law in an acceptable manner to the end that the
transactions contemplated hereby are fulfilled to the extent possible.
4.2 Entire Agreement. This Agreement constitutes the entire agreement
of the parties and supersedes all prior agreements and undertakings, both
written and oral, between the parties with respect to the subject matter hereof.
4.3 Amendments. This Agreement may not be modified, amended, waived,
altered or supplemented, except upon the execution and delivery of a written
agreement executed by the parties hereto.
4.4 Assignment. This Agreement may not be assigned by operation of law
or otherwise.
4.5 Parties in Interest. Except as provided in Section 3.3(h) hereof,
this Agreement is binding upon, and shall inure solely to the benefit of, each
party hereto and nothing in this Agreement, express or implied, is intended to
or will confer upon any other person any right, benefit or remedy of any nature
whatsoever under or by reason of this Agreement.
4.6 Specific Performance. The parties hereto agree that irreparable
damage would occur in the event any provision of this Agreement was not
performed in accordance with the terms hereof or was otherwise breached. It is
accordingly agreed that the parties will be entitled to specific relief
hereunder, including, without limitation, an injunction or injunctions to
prevent and enjoin breaches of the provisions of this Agreement and to enforce
specifically the terms and
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provisions hereof, in any state or federal court in the State of Maryland, in
addition to any other remedy to which they may be entitled at law or in equity.
Any requirements for the securing or posting of any bond with respect to any
such remedy are hereby waived.
4.7 Governing Law; Jurisdiction and Venue. This Agreement will be
governed by, and construed in accordance with, the internal laws of the State of
Maryland without regard to its rules of conflict of laws. The parties hereto
hereby irrevocably and unconditionally consent to and submit to the exclusive
jurisdiction of the courts of the State of Maryland for any litigation arising
out of or relating to this Agreement and the transactions contemplated hereby
(and agrees not to commence any litigation relating thereto except in such
courts), waives any objection to the laying of venue of any such litigation in
the State of Maryland and agrees not to plead or claim in any court in the State
of Maryland that such litigation brought therein has been brought in any
inconvenient forum.
4.8 Counterparts. This Agreement may be executed in one or more
counterparts, and by the different parties hereto in separate counterparts, each
of which when executed will be deemed to be an original but all of which taken
together will constitute one and the same agreement.
4.9 Directors and Officers. Notwithstanding anything herein to the
contrary, the covenants and agreements set forth herein shall not prevent any
Shareholder who is serving on the Board of Directors of Interstate Management or
who is an officer of Interstate Management from taking any action in his or her
capacity as a director or officer of Interstate Management.
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of the date first written above.
INTERSTATE HOTELS MANAGEMENT, INC.
By: ____________________________
Name:
Title:
________________________________
Xxxx X. Xxxxxxxx*
________________________________
Xxxxx X. Xxxxxxxx*
________________________________
[Fine Entities]*
* No individual shall execute this Agreement and become a Shareholder
hereunder unless, on the execution date of this Agreement, such
individual is an officer, director or 10% shareholder of Patriot,
Wyndham or any entity controlled by Patriot or Wyndham (an "Affiliated
Person"). The Fine Entities shall execute this Agreement if Xxxxxx Xxxx
is an Affiliated Person on such date.
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EXHIBIT A
---------
Number of Shares of Percentage of
Interstate Management Interstate Management
Name and Address* Stock Owned Outstanding
of Shareholder by Shareholder on Date Hereof
-------------- -------------- --------------
Xxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx
[Fine Entities]**
Total
*to include facsimile number
**will include some or all of the following individuals and entities: Xxxxxx
Xxxx; Xxxxx X. Fine; Xxxxxx Xxxx, Trustee U/A dated 11/11/94 FBO Xxxxxx Xxxx;
Xxxxxx Xxxx, Trustee under the Xxxxxx Xxxx 1997 Charitable Remainder Unitrust;
Xxxxx Xxxx, Trustee for the Xxxxxx Xxxx Grantor Annuity Trust U/A dated 3/31/96;
Xxxxx Xxxx, Trustee U/A dated 12/15/89 FBO Xxxxx X. Fine; Xxxxx Xxxx, Trustee
U/A dated 12/15/89 FBO Xxxxxxx Fine Xxxxxxxx; Xxxxx Xxxx, Trustee U/A dated
12/15/89 FBO Xxxxx Fine King; FFC Partnership, L.P.; FCT-C DelCo 1 Trust; FCT-C
DelCo 2 Trust; FCT-C DelCo 3 Trust; FCT-D DelCo 1 Trust; FCT-D DelCo 2 Trust;
FCT-D DelCo 3 Trust; FCT-S DelCo 1 Trust; FCT-S DelCo 2 Trust; and FCT-S DelCo 3
Trust
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EXHIBIT B
---------
SHAREHOLDER OWNERSHIP PERCENTAGES
---------------------------------
Shareholder Ownership Percentage
----------- --------------------
Xxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx
[Fine Entities]
-------------
Total 100%
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EXHIBIT C
---------
AFFILIATED SHAREHOLDERS
-----------------------
Number of Shares of Percentage of
Interstate Management Interstate Management
Stock Owned by Stock Outstanding
Name Affiliated Shareholder on Date Hereof
---- ---------------------- --------------
Xxxxx Xxxxxxx
Xxxxxx X. Xxxxxxx
Xxxx X. Xxxxxxxx
Xxxxxxx Xxxxx
Xxxxxx X. Xxxx
Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxxxx
Xxxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxxxxx, M.D.
Xxxxxxx X. Xxxxx III
Xxxxx X. Xxxxxxxxxx
Xxxxxxx Xxxxxxxx
Arch X. Xxxxxxxx
Xxxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxxx, Xx.
Xxxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxxxx
Xxxxxx Xx
Xxxx Xxxxx
Xxxx X. Xxxxxxx
Xxxxxx X. Xxxx
Patriot American Hospitality, Inc.
Wyndham International, Inc.
Total
*less than 0.01%
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