Exhibit (c)(5)
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of May 26,
1997, is between DAKA International, Inc., a Delaware corporation
("International"), Compass Group PLC, a public limited company incorporated in
England and Wales ("Compass"), Compass Holdings, Inc., a Delaware corporation
("Compass Holdings" or "Purchaser"), First Chicago Equity Corporation (f/k/a
First Capital Corporation of Chicago) an Illinois corporation ("FCEC"), Cross
Creek Partners I, an Illinois general partnership ("Cross Creek") and certain
other parties signatory hereto (collectively with FCEC and Cross Creek, the
"Stockholders" and each a "Stockholder").
RECITALS
WHEREAS, International and the Stockholders entered into a Preferred
Stock Purchase Agreement dated as of October 23, 1991 and amended on December
19, 1991 (the "Preferred Stock Purchase Agreement"), pursuant to which
International issued and sold to the Stockholders, and the Stockholders
purchased from International, shares of Series A Preferred Stock, par value $.01
per share, of International (the "International Preferred Stock") and warrants
(the "Warrants") exercisable for shares of Common Stock, par value $.01 per
share, of International (the "International Common Stock") upon redemption of
the International Preferred Stock;
WHEREAS, the Board of Directors of Compass has approved a tender offer
pursuant to which Compass Holdings will offer to purchase for cash (the "Offer")
any and all of the International Common Stock, subject to the terms and
conditions contained in an Agreement and Plan of Merger (the "Merger Agreement")
to be entered into by and among Compass, Compass Holdings, International and
certain other parties;
WHEREAS, the Board of Directors of International has approved a plan of
contribution and distribution pursuant to a Reorganization Agreement (the
"Reorganization Agreement") to be entered into by and among International, Daka,
Inc., a wholly owned subsidiary of International ("Daka"), a newly formed,
wholly owned subsidiary of International ("New International"), Compass and
Compass Holdings, pursuant to which, prior to consummation of the Offer, (a) all
of the assets and liabilities of the restaurant business currently operated by
International and certain other assets and liabilities (other than in each case
any funded indebtedness) of International, together with the shares of its
subsidiaries not engaged in the food catering, contract catering and vending
business, will be contributed to New International (the "Contribution"), and (b)
all of the Common Stock, par value $.01 per share, of New International (the
"New International Common Stock") will be distributed on a pro rata basis to the
holders of International Common Stock, including the holders of International
Preferred Stock on an as-converted basis (the "Distribution");
WHEREAS, as of the date hereof, the Stockholders beneficially own
11,911.545 shares of International Preferred Stock (the "Stockholder Shares")
and Warrants to purchase 264,701 shares of International Common Stock upon
redemption of the Stockholder Shares (the "Stockholder Warrants"); and
WHEREAS, as a condition to the willingness of Compass to enter into the
Merger Agreement and make the Offer, and of International, Daka and New
International to enter into the Reorganization Agreement and effect the
Contribution and Distribution, Compass Holdings has agreed to purchase from the
Stockholders, and the Stockholders have agreed to sell to Compass Holdings, all
of the Stockholder Shares and all of the Stockholder Warrants on the terms and
conditions provided for herein.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained and intending to be legally bound, Purchaser and the
Stockholders hereby agree as follows:
ARTICLE 1. PURCHASE AND SALE
1.1 Purchase and Sale of Stockholder Shares.
(a) On the Closing Date (as hereinafter defined) and subject
to the terms and conditions set forth herein, (i) the Stockholders shall
transfer, assign and deliver to Purchaser, and Purchaser shall purchase from the
Stockholders, all of the Stockholder Shares and all of the Stockholder Warrants
then beneficially owned by the Stockholders, and (ii) Purchaser shall pay or
cause to be paid to the Stockholders in exchange therefor cash in an aggregate
amount (the "Purchase Price") equal to the total number of shares of Conversion
Stock (which, as defined in the Certificate of Designation, Preferences and
Rights of Preferred Stock establishing and designating the International
Preferred Stock (the "Certificate of Designation"), equals 264,701 as of the
date hereof and is subject to adjustment as provided therein) into which the
Stockholder Shares are convertible as of the Closing Date, multiplied by the
Offer Price (which, as defined in the Merger Agreement, equals $7.50 and is
subject to increase (but not decrease) as provided therein).
(b) On the business day immediately preceding the Offer
Closing Date (as defined in the Merger Agreement), International shall pay or
cause to be paid and shall deliver or cause to be delivered to the Stockholders
all accrued and unpaid dividends on the International Preferred Stock,
including, without limitation, any and all accrued and unpaid cash dividends and
stock dividends payable in shares of International Common Stock calculated
through the Closing Date (collectively, the "Accrued Dividends"); provided,
however, that any accrued and unpaid stock dividends relating to the
Distribution shall be paid, and International shall deliver or cause to be
delivered to the Stockholders certificates therefor, on the payment date
established by the Board of Directors of the Company for such dividends.
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1.2 Dividends. The parties acknowledge that, in accordance with Section
1D of the Certificate of Designation, the Stockholders are entitled to receive
from International on an as-converted basis any and all dividends (whether
payable in cash, securities or other property) declared upon the International
Common Stock (whether payable in cash, securities or other property, a "Common
Stock Dividend")), provided that the record date for any such Common Stock
Dividend is a date prior to the Closing Date, including, without limitation, the
dividend to be declared by International in connection with the Distribution.
Purchaser and International acknowledge and agree that the record date (the
"Record Date") for the dividend to be declared by International in connection
with the Distribution shall be a date prior to the Closing and that the
Stockholders shall be entitled to receive shares of New International Common
Stock in connection therewith on account of their shares of International
Preferred Stock on an as-converted basis. International represents and warrants
to the Stockholders that its Board of Directors has fixed the Record Date as the
close of business on June 24, 1997; provided, however, that the Board of
Directors of International reserves the right to change the Record Date to a
date after (but not before) June 24, 1997, subject to the terms and conditions
of the Reorganization Agreement and the Merger Agreement. International agrees
that in the event that its Board of Directors (or authorized committee thereof)
resolves to change the Record Date, International shall provide the Stockholders
with notice of such change on the date on which International's Board of
Directors (or authorized committee thereof) so resolves.
1.3 Closing. Subject to the terms and conditions of this Agreement, the
closing of the purchase and sale of the Stockholder Shares (the "Closing") shall
take place (a) at the offices of Xxxxx Xxxxx Mulliss & Xxxxx, L.L.P., 000 Xxxxx
Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx, xx the day immediately following the
day on which Compass Holdings accepts for payment and pays for shares of
International Common Stock pursuant to the Offer, or (b) at such other time,
date or place as the parties hereto may agree. The date on which the Closing
occurs is hereinafter referred to as the "Closing Date." At the Closing,
Purchaser shall pay the Purchase Price to the Stockholders (by wire transfer of
immediately available funds to one or more accounts designated in writing by the
Stockholders) and, subject to the proviso of Section 1.1(b), on the business day
immediately preceding the Offer Closing Date International shall pay or cause to
be paid and deliver or cause to be delivered to the Stockholders all Accrued
Dividends to the same accounts, against, in the case of the Purchase Price,
delivery to Purchaser of (i) certificates for the Stockholder Shares so
purchased, duly endorsed or accompanied by stock powers duly executed in blank,
and (ii) properly completed assignments in the form of Exhibit II to the Daka
International, Inc. Stock Purchase Warrant dated January 17, 1992.
1.4 Waiver. Each of the Stockholders agrees that upon the Closing, each
of the Stockholders shall be deemed to have waived all rights or claims of any
nature whatsoever which any such Stockholder had or may have had under the
Preferred Stock Purchase Agreement.
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1.5 Conversion of Preferred Stock. Notwithstanding anything to the
contrary provided herein, the Stockholders may sell or otherwise transfer any of
the Stockholder Shares or Stockholder Warrants prior to the earlier of the
Closing or the termination of this Agreement only (A) upon the conversion of
such Stockholder Shares into shares of International Common Stock at the
election of the Stockholders, or (B) in connection with the sale of such shares
of International Common Stock issued to the Stockholders upon such conversion in
a transaction pursuant to Rule 144 promulgated under the Securities Act of 1933,
as amended (the "Securities Act"). In the event that any Stockholder converts
any Stockholder Shares pursuant to this Section 1.5, International shall deliver
or cause to be delivered to such Stockholder, within two (2) days following
notice of conversion of such Stockholder Shares and delivery to International of
the certificates representing such Stockholder Shares, certificates for the
number of Conversion Shares into which such Stockholder Shares are then
convertible, and such certificates shall not bear any restrictive legend. Each
of the Stockholders (i) represents that as of the date hereof it is not, and
covenants that as of any date on which such Stockholder sells or transfers
Stockholder Shares pursuant to this Section 1.5 it shall not be, an "affiliate"
(as that term is defined in Rule 144 promulgated under the Securities Act) of
International and represents that it has not been, and covenants that as of any
date on which such Stockholder sells or transfers Stockholder Shares pursuant to
this Section 1.5 it will not have been, an affiliate of International during the
preceding three months, and (ii) represents that a period of two (2) years has
elapsed since the later of the date such Stockholder Shares were acquired from
International or from an affiliate of International, as calculated as described
in Rule 144(d) promulgated under the Securities Act.
ARTICLE 2. REPRESENTATIONS AND WARRANTIES
2.1 Representations and Warranties of Compass and Compass Holdings.
Each of Compass and Compass Holdings hereby represent and warrant to the
Stockholders as follows:
(a) Organization and Good Standing. Compass is a public
limited company duly incorporated and registered under the laws of England and
Wales. Compass Holdings is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware.
(b) Power and Authorization. Each of Compass and Compass
Holdings has the legal right, power and authority to enter into and perform its
obligations under this Agreement and the other agreements and documents required
to be delivered by it hereunder. The execution, delivery and performance by
Compass and Compass Holdings of this Agreement and the Merger Agreement have
been duly authorized by all necessary corporate action on the part of each of
Compass and Compass Holdings. This Agreement and the Merger Agreement constitute
the legal, valid and binding obligation of each of Compass and Compass Holdings,
enforceable against it in accordance with its terms.
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(c) Consents and Approvals; No Violation. Neither the
execution and delivery of this Agreement by Compass and Compass Holdings nor
consummation of the transactions contemplated hereby will (i) conflict with or
result in any breach of any provision of the Memorandum and Articles of
Association of Compass or the certificate of incorporation or bylaws of Compass
Holdings, (ii) require any consent, approval, authorization or permit of, or
filing with or notification to, any governmental or regulatory authority, or
(iii) violate any order, writ, injunction, decree, statute, rule or regulation
applicable to Compass, any of its Subsidiaries or any of their respective
assets.
(d) No Brokers. Neither Compass nor any of its Subsidiaries
has entered into any contract, arrangement or understanding with any person or
firm which may result in the obligation of such entity or the Stockholders to
pay any finder's fees, brokerage or agent's commissions or other like payments
in connection with the negotiations leading to this Agreement or consummation of
the transactions contemplated hereby, except that Compass has engaged Patricof &
Co. Capital Corp. and NationsBanc Capital Markets, Inc. as its financial
advisors in connection with the transactions contemplated by the Merger
Agreement and is responsible for all fees, commissions, and like payments
arising from such engagements, and International has engaged Bear Xxxxxxx & Co.,
Inc. as its financial advisor in connection with the transactions contemplated
by the Merger Agreement and is responsible for all fees, commissions, and like
payments arising from such engagement. Other than the foregoing arrangements,
neither Compass nor Compass Holdings is aware of any claim for payment of any
finder's fees, brokerage or agent's commissions or other like payments in
connection with the negotiations leading to this Agreement or consummation of
the transactions contemplated hereby, and each of Compass and Compass Holdings
shall indemnify and hold each of the Stockholders harmless against any such
claim.
2.2 Representations and Warranties of Stockholders. Each Stockholder
hereby severally (and not jointly with respect to the other Stockholders)
represents and warrants to Compass and Compass Holdings as follows:
(a) Ownership of Shares. As of the date of this Agreement and,
except to the extent of any conversion, sale or transfer of any Stockholder
Shares in accordance with Section 1.5, as of the Closing Date, such Stockholder
owns or shall own of record or beneficially the Stockholder Shares and the
Stockholder Warrants set forth on Exhibit A opposite such Stockholder's name and
such shares and warrants constitute all of the shares of International Preferred
Stock and warrants to purchase shares of International Common Stock upon
redemption of Stockholder Shares, respectively, owned of record or beneficially
by such Stockholder. Such Stockholder will not sell or transfer any Stockholder
Shares or Stockholder Warrants prior to the earlier of the Closing or the
termination of this Agreement (except as provided in Section 1.5). Upon transfer
and delivery by such Stockholder to Purchaser of the Stockholder Shares and the
Stockholder Warrants owned by such Stockholder pursuant to this
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Agreement, Purchaser shall acquire ownership of such shares and warrants, free
and clear of all adverse claims (other than any created by or through
Purchaser).
(b) Organization and Good Standing. Each of FCEC and Cross
Creek is duly organized, validly existing and in good standing under the laws of
the State of Illinois.
(c) Power and Authorization. Such Stockholder has full legal
right, power and authority to enter into and perform its obligations under this
Agreement and the other agreements and documents required to be delivered by it
hereunder. The execution, delivery and performance by such Stockholder of this
Agreement have been duly authorized by all necessary action on the part of such
Stockholder. This Agreement constitutes the legal, valid and binding obligation
of such Stockholder, enforceable against it in accordance with its terms.
(d) Consents and Approvals: No Violation. Neither the
execution and delivery of this Agreement by such Stockholder nor consummation by
such Stockholder of the transactions contemplated hereby will conflict with any
of the organizational documents of such Stockholder.
(e) No Brokers. Such Stockholder has not entered into any
contract, arrangement or understanding with any person or firm which may result
in the obligation of such entity or Purchaser to pay any finder's fees,
brokerage or agent's commissions or other like payments in connection with the
negotiations leading to this Agreement or consummation of the transactions
contemplated hereby, and such Stockholder shall indemnify and hold each of
Compass and Compass Holdings harmless against any such claim.
ARTICLE 3. CONDITIONS PRECEDENT
3.1 Mutual Condition. The obligations of the parties hereto to enter
into and consummate the transactions contemplated hereby are subject to the
acceptance for payment and payment by Purchaser of shares of International
Common Stock pursuant to the Offer.
3.2 Certain Conditions Precedent to Purchaser's Obligations. The
obligations of Purchaser to enter into and consummate the transactions
contemplated hereby are further subject to the fulfillment (or waiver in writing
by Purchaser in its sole discretion) on or prior to the Closing Date of the
conditions that:
(a) the representations and warranties of the Stockholders
contained in this Agreement shall be true and correct on and as of the date
hereof and in all material respects on and as of the Closing Date with the same
force and effect as though made on and as of the Closing Date (except to the
extent of any changes or developments expressly contemplated by the terms of
this Agreement); and
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(b) the Stockholders shall have performed and complied in all
material respects with all covenants and agreements required by this Agreement
to be performed or complied with by the Stockholders on or prior to the Closing
Date.
3.3 Certain Conditions Precedent to the Stockholders' Obligations. The
obligations of the Stockholders to enter into and complete the transactions
contemplated hereby are further subject to the fulfillment (or waiver in writing
by the Stockholders in its sole discretion) on or prior to the Closing Date of
the conditions that:
(a) the representations and warranties of Compass and Compass
Holdings contained in this Agreement shall be true and correct on and as of the
date hereof and in all material respects on and as of the Closing Date with the
same force and effect as though made on and as of the Closing Date;
(b) Each of Compass and Compass Holdings shall have performed
and complied in all material respects with all covenants and agreements required
by this Agreement to be performed or complied with by it on or prior to the
Closing Date; and
(c) The Stockholders shall be entitled to receive shares of
New International Common Stock pursuant to the Distribution as contemplated by
Section 1.2.
(d) International shall have caused to be delivered to the
Stockholders a letter from Xxxxxxx, Procter & Xxxx LLP permitting the
Stockholders to rely on the opinion of Xxxxxxx, Procter & Xxxx LLP delivered to
Compass pursuant to the Merger Agreement to the effect that registration of the
Distribution is not required under Section 5 of the Securities Act, as such
opinion relates to the shares of New International Common Stock to be issued to
the Stockholders pursuant to the Distribution.
ARTICLE 4. MISCELLANEOUS
4.1 Further Action. The parties hereto shall, subject to the
fulfillment at or before the Closing Date of each of the conditions of
performance set forth herein or the waiver thereof, perform such further acts
and execute such documents as may reasonably be required to effect the
transactions contemplated hereby, in any case at the expense of the requesting
party.
4.2 Parties in Interest; Assignment. Except as provided in Section
2.2(a), none of the parties to this Agreement may assign any of its rights or
obligations under this Agreement without the prior written consent of the other
parties hereto. This Agreement shall be binding upon, inure to the benefit of
and be enforceable by the parties hereto and their respective successors and
permitted assigns.
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4.3 Entire Agreement; Amendments; Waiver. This Agreement contains the
entire understanding between the parties hereto with respect to its specific
subject matter. This Agreement may be amended only by written instrument duly
executed by the parties hereto. No party may waive any term, provision, covenant
or restriction of this Agreement except by a duly signed writing referring to
the specific provision to be waived.
4.4 Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be delivered personally
or transmitted by telex, fax or telegram, to the respective parties as follows:
(a) If to the Stockholders:
First Chicago Equity Corporation
Three First Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Xxxx X. Xxxxxx
Cross Creek Partners I
c/o First Chicago Equity Corporation
Three First Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Xxxx X. Xxxxxx
with a copy to:
Xxxxxxxx & Xxxxx
000 Xxxx Xxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Attn: Xxx X. Xxxx, Esq.
(b) If to Compass or Compass Holdings:
Compass Group USA, Inc.
0000 Xxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
Attn: General Counsel
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(c) If to International:
DAKA International, Inc.
One Corporate Place
00 Xxxxxxxxx Xxxx
Xxxxxxx, XX 00000
Attn: General Counsel
with a copy to:
Xxxxxxx, Procter & Xxxx XXX
Xxxxxxxx Xxxxx
Xxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxxx, P.C.
or to such other address as any party may have furnished to the others in
writing.
4.5 Governing Law. This Agreement will be governed by and construed in
accordance with the internal laws of the State of Delaware.
4.7 Termination.
(a) This Agreement may be terminated and the transactions
contemplated herein may be abandoned at any time prior to the Closing:
(i) by Purchaser, International or the Stockholders,
if the Merger Agreement shall have been terminated;
(ii) by mutual consent of Purchaser, International
and the Stockholders;
(iii) by the Stockholders, if any of Compass or
Compass Holdings has failed to perform in any material respect any of
its respective obligations required to be performed by it under this
Agreement unless failure to so perform has been caused by or results
from a breach of this Agreement by the Stockholders;
(iv) by Purchaser, if any of the Stockholders shall
have failed to perform in any material respect any of the obligations
required to be performed by it under this Agreement unless failure to
so perform has been caused by or results from a breach of this
Agreement by any of Compass or Compass Holdings;
(v) by Purchaser or the Stockholders, if the Closing
does not occur
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on or prior to July 31, 1997;
(vi) by the Stockholders, if the Stockholders have
sold or transferred all of the Stockholder Shares pursuant to Section
1.5 hereof; or
(vii) by the Stockholders, if the Merger Agreement is
not entered into by the parties thereto within three business days
after the date of this Agreement.
(b) A party terminating this Agreement pursuant to Section 4.7
shall give written notice thereof to each other party hereto, whereupon this
Agreement shall terminate and the transactions contemplated hereby shall be
abandoned without further action by any party; provided, however, that if such
termination is by Purchaser pursuant to Section 4.7(a)(iv) or if such
termination is by the Stockholders pursuant to Section 4.7(a)(iii), nothing
herein shall affect the non-breaching party's or parties' right to damages on
account of such other party's or parties' breach.
4.8 Remedies. The Stockholders acknowledge that the Stockholder Shares
are unique and that Purchaser will not have an adequate remedy at law if the
Stockholders fail to perform any of their obligations hereunder, and the
Stockholders agree that Purchaser shall have the right, in addition to any other
right it has, to specific performance or equitable relief by way of injunction
if the Stockholders fail to perform any of their obligations hereunder.
4.9 Counterparts; Headings. This Agreement may be executed in two or
more counterparts, each of which shall be deemed to be an original, but all of
which together shall constitute one and the same document. The article and
section headings contained herein are for reference purposes only and shall not
affect in any way the meaning or interpretation of this Agreement.
4.10 Expenses. Each of the parties hereto shall pay the fees and
expenses it incurs in connection with this Agreement, other than as a result of
the breach hereof by any other party hereto, except that the parties acknowledge
that International shall pay to the Stockholders at the Closing (or promptly
upon written demand by the Stockholders if the Closing does not occur for any
reason other than breach of this Agreement by the Stockholders) an amount of
cash equal to the Stockholders' documented out-of-pocket fees and expenses
(including legal fees and expenses) actually incurred by them in connection with
this Agreement. International shall cause New International to become jointly
and severally obligated with International under this Section 4.10 and shall
provide the Stockholders with written evidence thereof promptly upon demand. The
provisions of this Section 4.10 shall survive any termination of this Agreement
pursuant to Section 4.7.
4.11 Certain Definitions. For purposes of the Agreement:
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(a) "beneficially owned" shall have the meaning set forth in
Rule 13d-3 promulgated under the Exchange Act, as such Rule is in effect on the
date hereof.
(b) "business day" means any day which is neither a Saturday
or Sunday nor a legal holiday on which banks are authorized or required to be
closed in New York, New York.
(c) As used in this Agreement, the word "Subsidiary" or
"Subsidiaries" when used with respect to any party means any corporation,
partnership, joint venture, business trust or other entity, of which such party
directly or indirectly owns or controls at least a majority of the securities or
other interests having by their terms ordinary voting power to elect a majority
of the board of directors or others performing similar functions with respect to
such corporation or other organization.
(d) As used in this Agreement, the word "person" means an
individual, a corporation, a partnership, an association, a joint-stock company,
a trust, a limited liability company, any unincorporated organization or any
other entity.
(e) As used in this Agreement, the word "affiliate" shall have
the meaning set forth in Rule 144 of the Securities Act.
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{Signature Page to Stock Purchase Agreement}
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written.
DAKA INTERNATIONAL, INC.
By: /s/ Xxxxxx X. Xxxxx
__________________________
Name: Xxxxxx X. Xxxxx
Title: Sr. VP
COMPASS GROUP, PLC
By: /s/ Xxxxxxx X. Xxxxxx
___________________________
Name: Xxxxxxx X. Xxxxxx
Title: Director
COMPASS HOLDINGS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
__________________________
Name: Xxxxxxx X. Xxxxxx
Title: Chief Executive Officer
FIRST CHICAGO EQUITY CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
__________________________
Name: Xxxxxxx X. Xxxxx
Title: Attorney-In-Fact
CROSS CREEK PARTNERS I
By: /s/ Xxxxxxx X. Xxxxx
__________________________
Name: Xxxxxxx X. Xxxxx
Title: General Partner
*
------------------------------
Xxxx X. Xxxxxxxxx
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**
------------------------------
Xxxxxxxx X. Xxxxxxxxx Trust
**
------------------------------
Xxxxxxx X. Xxxxxxxxx Trust
**
------------------------------
Xxx X. Xxxxxxxxx Trust
**
------------------------------
Xxxxxxx X. Xxxxxxxxx Trust
**
------------------------------
Xxxxxxx X. Xxxxxxxxx Trust
**
------------------------------
Xxxxxxxx X. Xxxxxxxxx Trust
**
------------------------------
Xxxxx X. Xxxxxxxxx Trust
**
------------------------------
Xxxxxxx X. Xxxxxxxxx Trust
* /s/ X. X. Xxxxx
------------------------------
by: First Chicago Equity Corporation
by: Xxxxxxx X. Xxxxx
pursuant to a Power of Attorney dated
May 23, 1997
** /s/ X. X. Xxxxx
------------------------------
by: First Chicago Equity Corporation
by: Xxxxxxx X. Xxxxx
pursuant to a Power of Attorney dated
May 23, 1997
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EXHIBIT A
Stockholder Stockholder Shares Stockholder Warrants
FCEC 9,926.400 220,587.000
Cross Creek 1,323.415 29,409.000
Xxxx X. Xxxxxxxxx 330.865 7,352.556
(c/o Mayer, Xxxxx & Xxxxx)
Xxxxxxxx X. Xxxxxxxxx Trust 41.425 920.556
(c/o Mayer, Xxxxx & Xxxxx)
Xxxxxxx X. Xxxxxxxxx Trust 41.425 920.556
(c/o Mayer, Xxxxx & Xxxxx)
Xxx X. Xxxxxxxxx Trust 41.425 920.556
(c/o Mayer, Xxxxx & Xxxxx)
Xxxxxxx X. Xxxxxxxxx Trust 41.470 921.556
(c/o Mayer, Xxxxx & Xxxxx)
Xxxxxxx X. Xxxxxxxxx Trust 41.280 917.333
(c/o Mayer, Xxxxx & Xxxxx)
Xxxxxxxx X. Xxxxxxxxx Trust 41.280 917.333
(c/o Mayer, Xxxxx & Xxxxx)
Xxxxx X. Xxxxxxxxx Trust 41.280 917.333
(c/o Mayer, Xxxxx & Xxxxx)
Xxxxxxx X. Xxxxxxxxx Trust 41.280 917.333
(c/o Mayer, Xxxxx & Xxxxx)
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