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EXHIBIT 2.2(b)
SUPPORT/VOTING AGREEMENT
July 24, 1996
Transamerica Corporation
000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxx
Ladies and Gentlemen:
As an inducement and a condition to your execution of the Agreement
and Plan of Merger (the "Merger Agreement"), of even date herewith, by and among
Transamerica Corporation, a Delaware corporation ("Transamerica"), Citation Sub
Corp., a Delaware corporation and a wholly owned subsidiary of Transamerica
("Sub"), Trans Ocean Ltd., a Delaware corporation ("TOL"), Xxxxx X. Xxxxxx,
Xxxxxx X. Xxxxxx, in his individual capacity and as trustee of The Xxxxxx Family
Living Trust, and Xxxxx X. Xxxxxx, as trustee of The Xxxxxx Family Living Trust
pursuant to which TOL will become a wholly owned subsidiary of Transamerica by
Sub's merging with and into TOL, or, under certain circumstances, by TOL's
merging with and into Sub, the undersigned ("Stockholder") hereby agrees, solely
in his capacity as a stockholder of TOL, subject to the fourth paragraph hereof,
as follows:
1. Stockholder represents, warrants and agrees that Schedule I
annexed hereto sets forth the shares of the capital stock of TOL held of record
or beneficially owned by and for the account of Stockholder and over which he
exercises voting control and that Stockholder is on the date hereof the lawful
owner of the number of shares set forth in Schedule I. Except as set forth in
Schedule I, Stockholder does not own or hold any rights to acquire any
additional shares of the capital stock of TOL or of any subsidiary of TOL (by
exercise of stock options or otherwise) or any interest therein or any voting
rights with respect to any additional shares. Stockholder shall vote, and cause
to be voted, all shares of capital stock of TOL held of record or beneficially
owned by and for the account of Stockholder and over which he exercises voting
control, whether now issued or hereafter acquired (collectively, the "Shares")
in favor of the Merger Agreement and the transactions contemplated thereby.
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Transamerica Corporation
July 24, 1996
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2. Prior to the solicitation of the written consent or meeting of
stockholders of TOL pursuant to Section 5.3(a) of the Merger Agreement,
Stockholder shall not, and shall not permit any company, trust or other entity
controlled by the Stockholder to, voluntarily (a) sell, transfer or otherwise
dispose (including any pledge or other encumbrance to secure indebtedness of
Stockholder or any affiliate and any foreclosure pursuant thereto) of, or enter
into any contract, option or other agreement or understanding with respect to
the sale, transfer, pledge, encumbrance, assignment or other disposition of, any
Shares (including exercising any registration rights of Stockholder with respect
to any Shares), or (b) grant any proxies, deposit any Shares into a voting trust
or enter into a voting agreement that relates to voting on the Merger Agreement
or the transactions contemplated thereby.
3. Nothing in this Agreement shall require Stockholder to take any
action, or restrict, or limit in any way, any of Stockholder's rights, duties or
obligations, in his capacity as a director and/or executive officer of TOL.
4. Notwithstanding anything to the contrary herein, Stockholder will
have no further obligations under this letter agreement if the Merger Agreement
is terminated in accordance with its terms.
5. To facilitate execution, this letter agreement may be executed in
as many counterparts as may be required. It shall not be necessary that the
signature of or on behalf of each party appears on each counterpart, but it
shall be sufficient that the signature of or on behalf of each party appears on
one or more of the counterparts. All counterparts shall collectively constitute
a single agreement. It shall not be
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Transamerica Corporation
July 24, 1996
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necessary in any proof of this Agreement to produce or account for more than a
number of counterparts containing the respective signatures of or on behalf of
all of the parties.
Very truly yours,
/s/ Xxxxxx X. Xxxxxx
_________________________________
Name: Xxxxxx X. Xxxxxx
Accepted and Agreed to
as of the date first
above written:
TRANSAMERICA CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
_________________________________
Name: Xxxxxxx X. Xxxxxx
Title: VP
CITATION SUB CORP.
By: /s/ Xxxxxx X. Xxxx
_________________________________
Name:
Title:
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Transamerica Corporation
July 24, 1996
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SCHEDULE I
STOCK OWNERSHIP
Shares Owned Beneficially
Common Stock 23,100 Shares
Series B 112,000 Shares
Shares Owned of Record
Common Stock 23,100 Shares
Series B 112,000 Shares
