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EXHIBIT 99.2
EXHIBIT B
SHAREHOLDERS' AGREEMENT
THIS SHAREHOLDERS' AGREEMENT ("Agreement") is made and entered into as
of the 27th day of August, 1997, by and among T. Xxxxxxxx Xxxxxxxx
("Xxxxxxxx"), The Xxxxxxx X. Xxxxxx and Xxxxx Xxxxxx Management Trust
("Proler"), Xxxxxx X. Xxxxxx, Xxxxx X. Xxxxxxx, Xxxx X. Xxxxxx and Xxxxxx X.
Xxxxxxx (each a "Stockholder" and collectively the "Stockholders") and Metal
Management, Inc. (the "Corporation").
R E C I T A L S
A. Pursuant to that certain Agreement and Plan of Merger dated
August 27, 1997 (the "Merger Agreement") among the Corporation, the
Stockholders and Proler Southwest, Inc., the Stockholders will receive shares
of common stock of the Corporation (the "Common Stock").
X. Xxxxxxxx currently owns shares of Common Stock of the
Corporation.
X. Xxxxxxxx and the Stockholders desire to provide for the manner
in which they will vote their shares of Common Stock as to the election of
certain directors of the Corporation
NOW, THEREFORE, in consideration of the mutual covenants and
provisions herein set forth, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, IT IS HEREBY AGREED as
follows:
1. For a period of two (2) years from the date of this Agreement,
Xxxxxxxx and the Stockholders agree to vote all of their
shares of Common Stock of the Corporation in favor of the
election of Proler as a director of the Corporation.
2. If during the term of this Agreement, Xxxxxxx X. Xxxxxx is
unable for any reason to serve as a director of the
Corporation, then the Stockholders shall have the right to
designate another of the Stockholders to serve as a director
of the Corporation and Xxxxxxxx and the Stockholders shall
vote their shares of Common Stock of the Corporation in favor
of the election of such newly designated person as a director
of the Corporation; provided that the Corporation, acting
through its Board of Directors, shall have the right to
withhold approval of up to two (2) of the selections of the
Stockholders for such newly designated directorship.
3. If, for any reason, Xxxxxxx X. Xxxxxx or any other director
designated by the Stockholders is unable to attend any meeting
of the Board of Directors of the Corporation, then Xxxxxxx X.
Xxxxxx or such other director, as the case may be, may
designate another of the Stockholders to attend such meeting
as a non-voting observer.
4. During the term of this Agreement, Xxxxxxx X. Xxxxxx and/or
Xxxxxx X. Xxxxxx or any of the other Stockholders, but not
more than two Stockholders, shall be invited to attend all
meetings of the Board of Directors of the Corporation and be
furnished with all information furnished to the other
attendees at each such meeting.
5. This Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective heirs, executors,
personal representatives, successors and assigns.
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6. This Agreement shall be controlled, construed and enforced in
accordance with the substantive laws of the United States and
the State of Delaware, notwithstanding any choice of law
conflicts.
7. Each party agrees to cooperate with the others, and to execute
and deliver, or cause to be executed and delivered, all such
other instruments, and to take all such other actions as it
may be reasonably required to take, from time to time, in
order to effect the provisions and purposes hereof.
8. This Agreement may be executed in any one or more
counterparts, each of which shall constitute an original, no
other counterpart needing to be produced and all of which,
when taken together, shall constitute but one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed on the day and year first above written.
METAL MANAGEMENT, INC.
By: /s/ Xxxxxx X. Xxxxxx, President
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Xxxxxx X. Xxxxxx, President
/s/ T. Xxxxxxxx Xxxxxxxx
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T. Xxxxxxxx Xxxxxxxx
THE XXXXXXX X. XXXXXX AND
XXXXX XXXXXX MANAGEMENT TRUST
/s/ Xxxxxxx X. Xxxxxx
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By: Xxxxxxx X. Xxxxxx, Trustee
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
/s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
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