EXHIBIT 3 JOINT FILING AGREEMENT ---------------------- In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on...
EXHIBIT 3
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JOINT FILING AGREEMENT
----------------------
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange
Act of 1934, as amended, the persons named below agree to the joint filing on
behalf of each of them of a Statement on Schedule 13D, including amendments
thereto, relating to the common stock, $.01 par value per share, of Xxxxx
Corporation, and further agree that this Joint Filing Agreement be included as
an exhibit to all such joint filings. In evidence thereof, the undersigned,
being duly authorized, hereby execute this agreement as of the 11th day of
September, 2000.
CASCADES INC.
By: /s/ Xxxxxxx Xxxxxxx
-----------------------------------
Name: Xxxxxxx Xxxxxxx
Title: President and Chief Executive
Officer
XXXXXXX PAPERS LTD.
By: /s/ Xxxxxxx Xxxxxxxx
-----------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: President and Chief Executive
Officer
XXXXXXX ACQUISITION CORP.
By: /s/ Xxxxxxx Xxxxxxxx
-----------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: President
SCHEDULE A
EXECUTIVE OFFICERS AND DIRECTORS OF CASCADES INC. ("Cascades")
EXECUTIVE OFFICERS AND DIRECTORS OF CASCADES. The name, citizenship,
business address, present principal occupation or employment and material
occupations, positions, offices or employment for the past five years of each
of the executive officers and directors of Cascades Inc. are set forth below.
Unless otherwise indicated, all occupations, positions, offices or
employments were with Cascades Inc. Unless otherwise indicated, all
occupations, positions, offices or employment were held during the last five
years.
PRESENT PRINCIPAL OCCUPATION
MATERIAL POSITIONS HELD
NAME PRESENT BUSINESS ADDRESS DURING THE PAST FIVE YEARS CITIZENSHIP
---- -------------------------------- -------------------------------- -----------
EXECUTIVE OFFICERS
Xxxxxxx Xxxxxxx................. Cascades Inc. Chairman of the Board; Canadian
404 Xxxxx Xxxxxxxx Chairman of the Board and Chief
Kingsey Falls Executive Officer, Xxxxxxx
Xxxxxx, X0X 0X0 Inc.*, since February 2000;
Canada Chairman of the Board and
President and Chief Executive
Officer, Boralex Inc.*, from
December 1995 to February 2000.
Xxxxxxx Xxxxxxx................. Cascades Inc. President and Chief Executive Canadian
404 Xxxxx Xxxxxxxx Officer; Chairman of the Board,
Kingsey Falls Xxxxxxx Papers Ltd.*, since
Quebec, J0A 1B0 April 1997; President and Chief
Canada Executive Officer, Xxxxxxx
Papers Ltd.* from August 1995 to
April 1997.
Xxxxx Xxxxxxx................... Cascades Inc. Executive Vice President; Canadian
404 Xxxxx Xxxxxxxx President and Chief Executive
Xxxxxxx Xxxxx Xxxxxxx, Xxxxxxxx Xxx.*, xxxxx
Xxxxxx, X0X 0X0 December 1997; Chairman of the
Canada Board, Xxxxxxx Inc.*, since
April 1997;
President and Chief Executive
Officer, Xxxxxxx Inc.*, from
1992 to April 1997.
Xxxxxx X. Xxxx.................. Cascades Inc. Vice President, Legal Affairs Canadian
404 Xxxxx Xxxxxxxx and Corporate Secretary.
Xxxxxxx Xxxxx
Xxxxxx, X0X 0X0
Xxxxxx
Xxxxx Xxxxxxx................... Cascades Inc. Vice President and Chief Canadian
404 Xxxxx Xxxxxxxx Financial Officer.
Xxxxxxx Xxxxx
Xxxxxx, X0X 0X0
Xxxxxx
Xxxxxx Xxxxxxxx................. Cascades Inc. Vice President, Administration. Canadian
000 Xxxxx Xxxxxxxx
Xxxxxxx Xxxxx
Xxxxxx, X0X 0X0
Xxxxxx
Xxxxxx Xxxxxxxx................. Cascades Inc. Vice President, Human Resources Canadian
404 Xxxxx Xxxxxxxx since March 1998;
Kingsey Falls Plant Manager from 1996 to 0000
Xxxxxx, X0X 0X0 and Training Coordinator prior
Canada thereto.
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PRESENT PRINCIPAL OCCUPATION
MATERIAL POSITIONS HELD
NAME PRESENT BUSINESS ADDRESS DURING THE PAST FIVE YEARS CITIZENSHIP
---- -------------------------------- -------------------------------- -----------
Xxxx-Xxx Xxxxxxxxx.............. Cascades Inc. Vice president, Information Canadian
404 Xxxxx Xxxxxxxx Technologies since April 1999;
Kingsey Falls General Manager, Autobus Xxxxxx
Xxxxxx, X0X 0X0 Inc. from 1998 to April 1999;
Canada Executive Vice President and
General Manager, Groupe Sodisco
Howden prior thereto.
Xxxxx Xxxxxxx................... Cascades Inc. President and Chief Executive Canadian
404 Xxxxx Xxxxxxxx Officer, Specialty Products,
Kingsey Falls since May 2000;
Xxxxxx, X0X 0X0 Vice President and Chief
Canada Operating Officer, Specialty
Products, from 1997 to May 2000;
General Manager of the Plastic
Group prior thereto.
Xxxxx Xxxxxxxx.................. Cascades Inc. Corporate Vice President since Canadian
404 Xxxxx Xxxxxxxx June 1997;
Kingsey Falls Vice President Xxxxxxxxxxxxxx,
Xxxxxx, X0X 0X0 Norampac Inc.* from January 0000
Xxxxxx to December 1999;
Executive Vice President,
Xxxxxxx Inc.* and General
Manager, Moulded Pulp Group,
Cascades Inc. from June 1995 to
June 1996.
DIRECTORS
Xxxxxxx Xxxxxxx................. Cascades Inc. Chairman of the Board; Canadian
404 Xxxxx Xxxxxxxx Chairman of the Board and Chief
Kingsey Falls Executive Officer, Xxxxxxx
Xxxxxx, X0X 0X0 Inc.*, since January 2000;
Canada Chairman of the Board and
President and Chief Executive
Officer, Boralex Inc.*, from
December 1995 to February 2000.
Xxxxxxx Xxxxxxx................. Cascades Inc. President and Chief Executive Canadian
404 Xxxxx Xxxxxxxx Officer;
Kingsey Falls Chairman of the Board, Xxxxxxx
Quebec, J0A 1B0 Papers Ltd.* since April 1997;
Canada President and Chief Executive
Officer, Xxxxxxx Papers Ltd.
from August 1995 to April 1997.
Xxxxx Xxxxxxx................... 404 Xxxxx Xxxxxxxx Executive Vice President; Canadian
Kingsey Falls President and Chief Xxxxxxxxx
Xxxxxx, X0X 0X0 Officer, Norampac Inc.*, since
Canada December 1997;
Chairman of the Board, Xxxxxxx
Inc.*, since April 1997;
President and Chief Executive
Officer, Xxxxxxx Inc.*, from
1992 to April 1997.
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PRESENT PRINCIPAL OCCUPATION
MATERIAL POSITIONS HELD
NAME PRESENT BUSINESS ADDRESS DURING THE PAST FIVE YEARS CITIZENSHIP
---- -------------------------------- -------------------------------- -----------
Xxxxx Xxxxxxx................... Cascades Inc. Vice President and Chief Canadian
404 Xxxxx Xxxxxxxx Financial Officer.
Xxxxxxx Xxxxx
Xxxxxx, X0X 0X0
Xxxxxx
Xxxxxx Xxxxxxxx................. Cascades Inc. Vice President, Administration. Canadian
000 Xxxxx Xxxxxxxx
Xxxxxxx Xxxxx
Xxxxxx, X0X 0X0
Xxxxxx
Xxxxxx X. Xxxxxxxxx............. Xxxxxxx Inc. President and Chief Executive Canadian
0 Xxxxxxx Xxxxxx Xxxxxxx, Xxxxxxx Inc.*, since
St. Xxxxxx, Quebec April 2000;
J7Z 5S1 Vice President and Chief
Canada Operating Officer --
Containerboard, Norampac Inc.*
from January 1998 to April 2000;
Vice President and Chief
Operating Officer --
Containerboard, Cascades Inc.
prior thereto.
Xxxxx Xxxxxxxxx................. Norampac Inc. Vice President, Management and Canadian
000 Xxxxxxxxxx Xx. Xxxx Human Resources, Norampac Inc.,
Montreal, since January 1998;
Quebec Vice President, Human Resources,
H3A 1G1 Cascades Inc. prior thereto.
Canada
Xxxx X. Xxxxxxxxx............... Etcan International Inc. Chairman of the Board, Etcan Canadian
000 Xxxxxxxxxx Xx. Xxxx International Inc.
0xx Xxxxx
Xxxxxxxx, Xxxxxx
X0X 0X0
Xxxxxx
Xxxxxxx Xxxxxx.................. 000 Xxxxxxxxxx Xx. President and Chairman of the Canadian
Ham Nord, Quebec Board and Chief Executive
G0P 1A0 Officer, Junex Inc., since 1998;
Canada Vice President, SOQUIP Inc.,
from 1997 to 1998;
Independent Contractor prior
thereto.
Simon L'Heureux................. 000 Xxxxxxx Xx., #000 Retired. Xxxxxxxx
Xxxxxx, Xxxxxx
X0X 0X0
Xxxxxx
Xxxxx Xxxxxxxxxxx............... La Massana Parc Retired. Director of Paperboard Canadian
Edifici Windsor, #3 Industries International Inc.*
Andorra
Europe
Xxxx Xxxxxxxxx.................. 280 Place Carillon Consultant. Canadian
Xxxxxxxxxx, Xxxxxx
X0X 0X0
Xxxxxx
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PRESENT PRINCIPAL OCCUPATION
MATERIAL POSITIONS HELD
NAME PRESENT BUSINESS ADDRESS DURING THE PAST FIVE YEARS CITIZENSHIP
---- -------------------------------- -------------------------------- -----------
Xxxxx Xxxxxxx................... Xxxxx Xxxxxxx Sports Inc. President of Xxxxx Xxxxxxx Canadian
00, xxx Xxxxxx-Xxxx Xx. Sports Inc.
Xx-Xxxxxxxx-xx-Xxxxxxxxx
Xxxxxx, X0X 0X0
Xxxxxx
Xxxxxx Xxxxxxx.................. Fempro Inc. President and General Manager of Canadian
000 Xxxxxxx Xxxxxx Fempro Inc. since 2000;
Drummondville, Quebec Vice President and General
J2C 5X3 Manager of Fempro Inc. from 0000
Xxxxxx to 2000;
President of Inovi Recyclage
Inc. prior thereto
------------------------------
* Affiliate of Cascades Inc.
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SCHEDULE B
EXECUTIVE OFFICERS AND DIRECTORS OF XXXXXXX PAPERS LTD. ("PARENT")
EXECUTIVE OFFICERS AND DIRECTORS OF PARENT. The name, citizenship,
business address, present principal occupation or employment and material
occupations, positions, offices or employment for the past five years of each of
the executive officers and directors of Parent are set forth below. Unless
otherwise indicated, all occupations, positions, offices or employment were with
Parent. Unless otherwise indicated, all occupations, positions, offices or
employment were held during the last five years.
PRESENT PRINCIPAL OCCUPATION
MATERIAL POSITIONS HELD
NAME PRESENT BUSINESS ADDRESS DURING THE PAST FIVE YEARS CITIZENSHIP
---- -------------------------------- -------------------------------- -----------
EXECUTIVE OFFICERS
Xxxxxxx Xxxxxxxx................ Xxxxxxx Papers Ltd. President and Chief Executive Canadian
77 Xxxxx Xxxxxxxx Officer since April 1997;
Candiac, Quebec Executive Vice President prior
J5R 1C3 thereto.
Canada
Xxxxxxx Xxxxxxx................. Cascades Inc. Chairman of the Board; Canadian
404 Xxxxx Xxxxxxxx President and Chief Executive
Kingsey Falls Officer from August 1995 to
Quebec, J0A 1B0 April 1997; President and Chief
Canada Executive Officer,
Cascades Inc.
Xxxxxxx Xxxxxxxxx............... Cascades Inc. Corporate Secretary and Legal Canadian
000 Xxxxxxxxxx Xx. Xxxx Counsel since April 1999;
Montreal, Quebec Xxxxx Xxxxxxx, Xxxxxxxx Xxx.,
X0X 0X0 since June 1996;
Canada Member of the law firm
Xxxxxxxxxx Xxxxxxxx Xxxxx Xxxxxx
prior thereto.
Xxxxxx X. Xxxx.................. Cascades Inc. Assistant Corporate Secretary Canadian
404 Xxxxx Xxxxxxxx since April 1999 and Corporate
Kingsey Falls Secretary prior thereto;
Xxxxxx, X0X 0X0 Vice President, Legal Affairs
Canada and Corporate Secretary,
Cascades Inc.
Xxxx XxxXxxxxxx................. Xxxxxxx Papers Ltd. Vice President, Sales and Canadian
77 Xxxxx Xxxxxxxx Marketing, Commercial and
Candiac, Quebec Industrial Market, since
J5R 1C3 March 1999;
Canada Vice President, Sales and
Marketing, Fireco Inc., from
1997 to 1999;
Vice President and owner of
Dominmarc Inc. in 1995 and 1996.
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PRESENT PRINCIPAL OCCUPATION
MATERIAL POSITIONS HELD
NAME PRESENT BUSINESS ADDRESS DURING THE PAST FIVE YEARS CITIZENSHIP
---- -------------------------------- -------------------------------- -----------
Xxxx Xxxxx...................... 00 X. Xxxxxx Xxxxx Xxxxxxxxxxxx Sales Manager; Vice Canadian/
Xxxxxxx Xxxxx XX 00000 President, Sales and Marketing, American
U.S.A. Retail Market; and Vice
President, Sales and Marketing,
Retail Market, United States,
since January 1998;
President of Vision Sales Inc.
prior thereto.
Xxxx Xxxxxxx.................... Xxxxxxx Papers Ltd. Corporate Controller since April Canadian
77 Xxxxx Xxxxxxxx 1997;
Candiac, Quebec Projects Manager, Cooperative
J5R 1C3 Federee de Quebec, from June
Canada 1996 to April 1997;
Controller, Groupe Xxxx Xxxxxx
Inc. prior thereto.
DIRECTORS
Xxxxxxx Xxxxxxxx................ Xxxxxxx Papers Ltd. President and Chief Executive Canadian
77 Xxxxx Xxxxxxxx Officer since April 1997;
Candiac, Quebec Executive Vice President prior
J5R 1C3 thereto.
Canada
Xxxxxxx Xxxxxxx................. Cascades Inc. Chairman of the Board; President Canadian
404 Xxxxx Xxxxxxxx and Chief Executive Officer from
Kingsey Falls August 1995 to April 1997;
Xxxxxx, X0X 0X0 President and Chief Executive
Canada Officer, Cascades Inc.
Xxxxx Xxxxxxx................... Cascades Inc. Executive Vice President, Canadian
404 Xxxxx Xxxxxxxx Cascades Inc.; President and
Xxxxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxxx,
Xxxxxx, X0X 0X0 Norampac Inc.*, since December
Canada 1997; Chairman of the Board,
Xxxxxxx Inc.*, since April 1997;
President and Chief Executive
Officer, Xxxxxxx Inc.*, from
1992 to April 1997.
Xxxxxxx Xxxxxxx................. Cascades Inc. Chairman of the Board, Cascades Canadian
404 Xxxxx Xxxxxxxx Inc.; Chairman of the Board and
Kingsey Falls Chief Executive Officer, Xxxxxxx
Xxxxxx, X0X 0X0 Inc.*, since February 2000;
Canada Chairman of the Board and
President and Chief Executive
Officer, Boralex Inc.*, from
December 1995 to February 2000.
Xxxxxxx X. Xxxxxxx.............. Saint-Aix, Groupe Conseil Senior Partner of Saint-Aix, Canadian
0000 Xxxxxxxxxx Xxx Xxxx Groupe Conseil.
Suite 2200
Montreal, Quebec
X0X 0X0
Xxxxxx
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PRESENT PRINCIPAL OCCUPATION
MATERIAL POSITIONS HELD
NAME PRESENT BUSINESS ADDRESS DURING THE PAST FIVE YEARS CITIZENSHIP
---- -------------------------------- -------------------------------- -----------
Xxxxxx X. Xxxxx................. Xxxx and Partners Senior Counsel of Xxxx and Xxxxxxxx
00 Xxxxxxxx Xxxxxx Partners since October 1999;
Suite 2000 Vice President, Abitibi-
Toronto, Ontario Consolidated Inc. prior thereto.
X0X 0X0
Xxxxxx
Xxxx Xxxxxx..................... BMO Xxxxxx Private Banking Vice President and Head of BMO Canadian
000 Xxxx. Xxxx-Xxxxxxxx X. Xxxxxx Private Banking, Quebec,
Montreal, since June 2000; Vice President,
Quebec Xxxxxxx Xxxx, Xxxxxx, Xxxxxxxxx
X0X 0X0 Vice President and Executive
Canada Advisor to the President,
Quebec, Bank of Montreal Group
of Companies, from September
1999 to June 2000;
Vice President, Business
Development, Xxxxx Xxxxxx
Investment Management Inc. from
February to September 1999;
Delegate for Canadian Affairs
prior thereto.
SCHEDULE C
EXECUTIVE OFFICERS AND DIRECTORS OF
XXXXXXX ACQUISITION CORP. (the "Purchaser")
EXECUTIVE OFFICERS AND DIRECTORS OF THE PURCHASER. The name,
citizenship, business address, present principal occupation or employment and
material occupations, positions, offices or employment for the past five years
of each of the executive officers and directors of the Purchaser are indicated
below. Each executive officer and director is a citizen of Canada. The business
address of each such executive officer and director is Xxxxxxx Acquisition Corp.
in care of Xxxxxxx Papers Ltd., 00, Xxxxx-Xxxxxxxx Xxxxxxxxx, Xxxxxxx, Xxxxxx,
X0X 0X0 Xxxxxx.
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
NAME, POSITION WITH PURCHASER MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
----------------------------- ------------------------------------------------------------
Xxxxxxx Xxxxxxxx.......................... (see Schedule B)
President and Director
Xxxxxxx Xxxxxxx........................... (see Schedule B)
Director
Xxxxxxx Xxxxxxxxx......................... (see Schedule B)
Secretary
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