EXHIBIT 99.1
STOCK VOTING AND TENDER AGREEMENT
by and among
KKTY HOLDING COMPANY, L.L.C.
and
THE SHAREHOLDERS NAMED HEREIN
Dated as of March 29, 2001
TABLE OF CONTENTS
Page
1. DEFINITIONS............................................... 1
2. TENDER OF SECURITIES...................................... 1
3. PROVISIONS CONCERNING THE SECURITIES...................... 1
(a) Agreement To Vote the Securities...................... 1
(b) Grant of Proxy........................................ 2
(c) Other Proxies Revoked................................. 2
4. REPRESENTATIONS AND WARRANTIES OF EACH SHAREHOLDER........ 3
(a) Power, etc............................................ 3
(b) Ownership of Securities............................... 3
(c) No Conflicts.......................................... 3
(d) No Finder's Fees...................................... 3
(e) No Encumbrances....................................... 4
(f) Reliance by Purchaser................................. 4
5. ADDITIONAL COVENANTS OF EACH SHAREHOLDER.................. 4
(a) No Solicitation....................................... 4
(b) Restriction on Transfer, Proxies and Non-Interference. 4
(c) [Reserved]............................................ 5
(d) Stop Transfer; Changes in Subject Shares.............. 5
(e) Cooperation........................................... 5
(f) Releases.............................................. 5
6. FIDUCIARY DUTIES.......................................... 5
7. MISCELLANEOUS............................................. 5
(a) Further Assurances.................................... 5
(b) Notices............................................... 6
(c) Interpretation........................................ 6
(d) Counterparts.......................................... 6
(e) Entire Agreement; No Third-Party Beneficiaries........ 6
(f) Governing Law......................................... 7
(g) Assignment............................................ 7
(h) Binding Agreement..................................... 7
(i) Severability.......................................... 7
(j) Enforcement of this Agreement......................... 7
(k) Amendments............................................ 7
8. TERMINATION............................................... 7
9. PUBLICATION............................................... 8
i
STOCK VOTING AND TENDER AGREEMENT
STOCK VOTING AND TENDER AGREEMENT (this "Agreement") dated as of March
29, 2001, among KKTY HOLDING COMPANY, L.L.C., a Delaware limited liability
company ("Purchaser") and the shareholders listed on Schedule I hereto
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(individually, a "Shareholder," and collectively, the "Shareholders").
W I T N E S S E T H :
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WHEREAS, simultaneously with entering into this Agreement, Purchaser
and Katy Industries, Inc., a Delaware corporation ("Katy"), are entering into a
Preferred Stock Purchase and Recapitalization Agreement (the "Recapitalization
Agreement"), pursuant to which Purchaser will (i) commence a cash tender offer
(the "Offer") to purchase up to 2,500,000 outstanding shares of common stock, $1
par value per share, of Katy and (ii) purchase from Katy not less than 400,000
newly issued shares of preferred stock, $100 par value per share (the
"Convertible Preferred Stock"), convertible at a ratio of twelve and one half
Common Shares per share of Convertible Preferred Stock (equivalent to $8.00 per
Common Share) into an aggregate of not less than 5,000,000 Common Shares for an
aggregate purchase price of $40,000,000 (the "Preferred Stock Purchase") (the
Offer, the Preferred Stock Purchase and the other transactions contemplated by
the Recapitalization Agreement are collectively referred to herein as the
"Recapitalization");
WHEREAS, as of the date hereof, each Shareholder is the record and,
except in the case of a Shareholder who is a trustee and owns the Common Shares
for the benefit of a beneficiary, beneficial owner of the number of Common
Shares set forth opposite such Shareholder's name on Schedule I hereto;
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WHEREAS, the Shareholders have agreed that such Shareholders shall
vote 2,500,000 Common Shares owned (whether of record or beneficially) by such
Shareholders, as of the date hereof (these 2,500,000 Common Shares owned
(whether of record or beneficially) as of the date hereof, the "Securities")
with respect to certain questions that may be put to the Shareholders, in each
case, in accordance with the terms and conditions of this Agreement; and
WHEREAS, as an inducement and a condition to entering into the
Recapitalization Agreement, Purchaser has required that the Shareholders enter
into this Agreement;
NOW, THEREFORE, in consideration of the foregoing and the mutual
premises, representations, warranties, covenants and agreements contained
herein, the parties hereto, intending to be legally bound, hereby agree as
follows:
1. DEFINITIONS. For purposes of this Agreement capitalized terms used and
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not defined herein have the respective meanings ascribed to them in the
Recapitalization Agreement.
2. TENDER OF SECURITIES. The Shareholders hereby severally and jointly
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agree to tender (or to cause the record owner to tender) for acceptance by
Purchaser pursuant to the Offer not less than 1,500,000 of the
Securities and not to revoke such tender.
3. CONCERNING THE SECURITIES.
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(a) Agreement To Vote the Securities. The Shareholders, hereby severally
---------------------------------
and jointly agree that during the period commencing on the date hereof and
continuing until the earlier of the Closing Date or the termination of this
Agreement (such period, the "Voting Period"), at any meeting of the holders of
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any class or classes of the capital stock of Katy, however called, or in
connection with any solicitation of written consent of the holders of any class
or classes of the capital stock of Katy, the Shareholders shall vote (or cause
to be voted) the Securities (but for the avoidance of doubt not more or less
than 2,500,000 Common Shares) in favor of any actions required to authorize and
effect the Recapitalization and any actions required in furtherance thereof,
including, without limitation, to vote (A) in favor of the election of all of
the directors nominated by Katy's Board of Directors, including each Purchaser
Designee (unless the matters referred to in (B) and (C) below have not been
approved by Katy's shareholders), (B) in favor of the approval and adoption of
an amendment to Katy's Certificate of Incorporation authorizing (1)
classification of Katy's Board of Directors into two classes with staggered
terms of office and (2) 600,000 shares of Convertible Preferred Stock, (C) in
favor of the issuance of Convertible Preferred Stock pursuant to the Preferred
Stock Purchase and the issuance of Common Shares upon the conversion of the
Convertible Preferred Stock, (D) against any action, transaction or agreement
that would result in a breach in any respect of any covenant, representation or
warranty or any other obligation or agreement of Katy under the Recapitalization
Agreement or of such Shareholder under this Agreement, and (E) except as
otherwise agreed to in writing in advance by Purchaser, against the following
actions (other than the Recapitalization and the transactions contemplated by
the Recapitalization Agreement): (1) any extraordinary corporate transaction,
such as a reorganization, recapitalization, merger, consolidation or other
business combination involving Katy; (2) a sale, lease or transfer of a
significant part of the assets of Katy, or a reorganization, recapitalization,
dissolution or liquidation of Katy; (3) any change in the persons who constitute
the board of directors of Katy; (4) any change in the present capitalization of
Katy or any amendment of Katy's Certificate of Incorporation or By-laws other
than the authorization and adoption of an amendment to Katy's Certificate of
Incorporation authorizing (I) classification of Katy's Board of Directors into
two classes with staggered terms of office and (II) 600,000 shares of
Convertible Preferred Stock; (5) any other material change in Katy's corporate
structure or business; or (6) any other action involving Katy which is intended,
or could reasonably be expected, to impede, interfere with, delay, postpone, or
materially adversely affect the Recapitalization and the transactions
contemplated by this Agreement or the Recapitalization Agreement.
(b) Grant of Proxy. Each Shareholder severally and not jointly hereby
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appoints Purchaser, and any designee of Purchaser, each of them individually,
such Shareholder's proxy and attorney-in-fact, with full power of substitution
and resubstitution, to vote, to act by written consent or to request that the
chairman or secretary of Katy call a special meeting of stockholders, during the
Voting Period with respect to such Shareholder's Securities in accordance with
paragraph (a) of this Section. This proxy is given to secure the performance of
the duties of each Shareholder during the Voting Period under this Agreement.
Each Shareholder severally and not jointly affirms that this proxy and power of
attorney are coupled with an interest and shall be irrevocable during the Voting
Period. Each Shareholder severally and not jointly shall take such further
action or execute such other instruments as may be necessary to effectuate the
intent of this proxy.
(c) Other Proxies Revoked. Each Shareholder severally and not jointly
----------------------
represents and warrants that any proxies heretofore given in respect of such
Shareholder's Securities are not irrevocable, and that all such proxies have
been or are hereby revoked.
4. REPRESENTATIONS AND WARRANTIES OF EACH SHAREHOLDER. Each Shareholder,
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severally and not jointly,hereby represents and warrants to Purchaser as
follows:
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(a) Power, etc. Such Shareholder has all necessary power and authority to
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execute and deliver this Agreement, appoint the proxies and attorneys-in-fact
referred to in Section 3(b) hereof and to consummate the transactions
contemplated by this Agreement. This Agreement has been duly and validly
executed and delivered by such Shareholder and, assuming its due authorization,
execution and delivery by each other party hereto, constitutes the legal, valid
and binding obligation of such Shareholder, enforceable against such Shareholder
in accordance with its terms, except insofar as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors' rights generally or by general equitable principles,
whether applied in a proceeding at law or in equity.
(b) Ownership of Common Shares. Such Shareholder is the record and, except in
--------------------------
the case of a Shareholder who is a trustee and owns the Common Shares for the
benefit of a beneficiary, beneficial owner of the number of Common Shares listed
beside such Shareholder's name on Schedule I attached hereto. All of such Common
Shares are issued and are outstanding. Such Shareholder has sole voting power
and sole power to issue instructions with respect to the matters set forth in
Section 2, Section 3 and Section 5 hereof, as the case may be, sole power of
disposition and sole power to agree to all of the matters set forth in this
Agreement, in each case with respect to all of such Common Shares, with no
limitations, qualifications or restrictions on such rights, subject only to
applicable laws, Katy's Certificate of Incorporation, and the terms of this
Agreement.
(c) No Conflicts. (i) No filing with, and no permit, authorization, consent or
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approval of, any state or federal public body or authority is necessary for the
execution of this Agreement by such Shareholder and the consummation by such
Shareholder of the transactions contemplated by this Agreement and (ii) none of
the execution and delivery of this Agreement by such Shareholder, the
consummation by such Shareholder of the transactions contemplated by this
Agreement or compliance by such Shareholder with any of the provisions of this
Agreement shall (A) conflict with or result in any breach of or constitute (with
or without notice or lapse of time or both) a default (or give rise to any third
party right of termination, cancellation, material modification or acceleration)
or result in the creation of a lien or encumbrance on the assets of such
Shareholder (including the such Shareholder's Common Shares) under any of the
terms, conditions or provisions of any note, bond, mortgage, indenture, license,
contract, trust instrument, commitment, arrangement, understanding, agreement or
other instrument or obligation of any kind to which such Shareholder is a party
or by which such Shareholder or any of such Shareholder's properties or assets
may be bound, or (B) violate any order, writ, injunction, decree, judgment,
order, statute, rule or regulation applicable to such Shareholder or any of such
Shareholder's properties or assets.
(d) No Finder's Fees. Except as disclosed pursuant to the Recapitalization
----------------
Agreement, no broker, investment banker, financial advisor or other person is
entitled to any broker's, finder's, financial advisor's or other similar fee or
commission in connection with the transactions contemplated by this Agreement
based upon arrangements made by or on behalf of such Shareholder in its capacity
as a holder of Katy Common Stock. Such Shareholder, on behalf of itself and its
affiliates, hereby acknowledges that it is not entitled to receive any broker's,
finder's, financial advisor's or other similar fee or commission in connection
with the transactions contemplated by this Agreement or by the Recapitalization
Agreement.
(e) No Encumbrances. The Common Shares listed beside such Shareholder's name on
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Schedule I attached hereto and the certificates representing such Common Shares
are now, and at all times during the term hereof will be, held by such
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Shareholder, or by a nominee or custodian for the benefit of such
Shareholder, free and clear of all liens, claims, security interests,
proxies, voting trusts or agreements, understandings or arrangements or any
other encumbrances whatsoever, except for any such encumbrances or proxies
arising hereunder.
(f) Reliance by Purchaser. Such Shareholder understands and acknowledges
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that Purchaser is entering into the Recapitalization Agreement in reliance
upon such Shareholder's execution and delivery of this Agreement.
5. ADDITIONAL COVENANTS OF EACH SHAREHOLDER. EACH SHAREHOLDER SEVERALLY AND
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NOT JOINTLY COVENANTS AND AGREES AS FOLLOWS:
(a) No Solicitation. During the Voting Period such Shareholder shall not,
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in its capacity as such, directly or indirectly through another person (i)
solicit, initiate or encourage (including, without limitation, by way of
furnishing information), or take any other action designed to facilitate,
any inquiries or the making of any proposal which constitutes any Katy
Takeover Proposal, (ii) participate in any discussions or negotiations
regarding any Katy Takeover Proposal, (iii) withdraw or modify, or propose
publicly to withdraw or modify, in a manner adverse to Purchaser, the
approval or recommendation of such Shareholder of the Recapitalization
(including for the avoidance of doubt the Shareholders' agreement to vote
the Securities in accordance with Section 3 hereof), (iv) approve or
recommend, or propose publicly to approve or recommend, any Katy Takeover
Proposal, or (v) enter into a Katy Acquisition Agreement or any agreement,
arrangement or understanding requiring such Shareholder to abandon,
terminate or fail to consummate this Agreement or any other transaction
contemplated hereby, in each case without the prior written consent of the
Purchaser. Such Shareholder shall promptly advise Purchaser orally and in
writing of any request for information or of any Katy Takeover Proposal,
the material terms and conditions of such request or Katy Takeover Proposal
and the identity of the person making such request or Katy Takeover
Proposal. Such Shareholder will keep Purchaser reasonably informed of the
status and details (including amendments or proposed amendments) of any
such request or Katy Takeover Proposal on a daily basis or more frequently
as may be reasonably requested by Purchaser. For the avoidance of doubt,
nothing in this Section 5(a) restricts a Shareholder, in his or her
capacity as a director or officer of Katy, from taking action permitted
under the Recapitalization Agreement.
(b) Restriction on Transfer, Proxies and Non-Interference. Such
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Shareholder shall not (i) except as contemplated in this Agreement,
directly or indirectly, offer for sale, sell, transfer, tender, pledge,
encumber, assign or otherwise dispose of, or enter into any contract,
option or other arrangement or understanding with respect to or consent to
the offer for sale, transfer, tender, pledge, encumbrance, assignment or
other disposition of, any or all of such Shareholders Securities or any
interest therein during the Voting Period; (ii) except as contemplated by
this Agreement, grant any proxies or powers of attorney, deposit any of
such Securities into a voting trust or enter into a voting agreement with
respect to any of such Securities; or (iii) take any action that would make
any representation or warranty of such Shareholder contained in this
Agreement untrue or incorrect or have the effect of preventing or disabling
such Shareholder from performing such Shareholder's obligations under this
Agreement.
(c) [Reserved].
(d) Stop Transfer; Changes in Subject Shares. Such Shareholder agrees
----------------------------------------
with, and covenants to, Purchaser that such Shareholder shall not request
that Katy
4
register the transfer (book-entry or otherwise) of any certificate or
uncertificated interest representing any of such Shareholder's Securities
during the Voting Period, unless such transfer is made in compliance with
this Agreement. In the event of a stock dividend or distribution, or any
change in any class of capital stock of Katy by reason of any stock
dividend, split-up, recapitalization, combination, exchange of shares or
the like, the term "Securities" shall be deemed to refer to and include the
Securities as well as all such stock dividends and distributions and any
shares into which or for which any or all of the Securities may be changed
or exchanged.
(e) Cooperation. Such Shareholder, in its capacity as a shareholder, shall
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cooperate fully with Purchaser and Katy in connection with their respective
efforts to fulfill the conditions to the Recapitalization set forth in
Article VI of the Recapitalization Agreement and the Purchaser Closing
Conditions set forth in Annex I to the Recapitalization Agreement.
(f) Releases. Such Shareholder hereby fully, unconditionally and
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irrevocably releases, effective as of the Closing Date, any and all claims
and causes of action that such Shareholder, in its capacity as a
shareholder, has or may have against Katy or any present or former
director, officer, employee or agent of Katy arising or resulting from or
relating to any act, omission, event or occurrence prior to the date hereof
and that have arisen or resulted as of the Closing Date. The foregoing
release does not include a release by any Shareholder of such Shareholder's
rights to indemnification and advancement of expenses under Katy's
Certificate of Incorporation or By-Laws, by agreement, by law, or pursuant
to insurance policies or any claim by that Shareholder in any other
capacity (including as a director, officer or employee). If requested by
Purchaser, such Shareholder shall execute an additional release at the
Closing Date releasing such claims as may arise between the date hereof and
the Closing Date.
6. FIDUCIARY DUTIES. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE
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CONTRARY, THE COVENANTS AND AGREEMENTS SET FORTH HEREIN SHALL NOT PREVENT ANY
SHAREHOLDER OR ANY REPRESENTATIVE OF PURCHASER SERVING ON KATY'S BOARD OF
DIRECTORS OR AS AN OFFICER OF KATY FROM TAKING ANY ACTION, SUBJECT TO THE
APPLICABLE PROVISIONS OF THE RECAPITALIZATION AGREEMENT, WHILE ACTING IN HIS OR
HER CAPACITY AS A DIRECTOR OR OFFICER OF KATY.
7. MISCELLANEOUS.
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(a) Further Assurances. From time to time, at Purchaser's request and
------------------
without further consideration, each Shareholder shall execute and deliver
such additional documents and take all such further lawful action as may be
necessary or desirable to consummate and make effective, in the most
expeditious manner practicable, the transactions contemplated by this
Agreement.
(b) Notices. All notices and other communications hereunder shall be in
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writing and shall be deemed given if delivered personally, mailed,
certified or registered mail with postage prepaid, sent by overnight
courier or telecopied to the parties at the following addresses (or at such
other address for a party as shall be specified by like notice):
(i) if to Purchaser, to
KKTY Holding Company, L.L.C.
x/x Xxxxxxxx & Xx., X.X.X.
0
000 Xxxxx Xxxxxx
Xxxxx Xxxxx, Xxx Xxxx 00000
Telecopy.: (000) 000-0000
Attention: Xx. Xxxxxxxxxxx Xxxxxxxx
with copies to:
Hunton & Xxxxxxxx
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopy.: (000) 000-0000
Attention: Xxxx Xxxxxx, Esq.
(ii) if to the Shareholders, to the address set forth beside each
Shareholder's name listed on Schedule I hereto
with a copy to:
Xxxxx & Xxxxxxx LLP
One Xxxxx Center, Suite 1500
0000 Xxxxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000-0000
Telecopy: (000) 000-0000
Attention: Xxxxxxx Xxxxx, Esq.
(c) Interpretation. When a reference is made in this Agreement to a
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Section, such reference shall be to a Section of this Agreement unless
otherwise indicated. The table of contents and headings contained in this
Agreement are for reference purposes only and shall not affect in any way
the meaning or interpretation of this Agreement. Whenever the words
"include," "includes" or "including" are used in this Agreement, they shall
be deemed to be followed by the words "without limitation."
(d) Counterparts. This Agreement may be executed in counterparts, all of
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which shall be considered one and the same agreement and shall become
effective when one or more counterparts have been signed by each of the
parties and delivered to the other parties.
(e) Entire Agreement; No Third-Party Beneficiaries. This Agreement,
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including the documents and instruments referred to herein (i) constitutes
the entire agreement and supersedes all prior agreements and
understandings, both written and oral, among the parties with respect to
the subject matter hereof and (ii) except in respect of Section 9, is not
intended to confer upon any person or entity other than the parties any
rights or remedies hereunder.
(f) Governing Law. This Agreement shall be governed by, and construed in
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accordance with, the laws of the State of Delaware, without regard to the
conflict of laws rules thereof.
(g) Assignment. Neither this Agreement nor any of the rights, interests or
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obligations hereunder shall be assigned by any of the parties without the
prior written consent of the other parties, except that Purchaser may
assign, in its sole discretion, any of or all their rights, interests and
obligations under this Agreement to any direct or indirect wholly owned
subsidiary of Purchaser. Subject to the preceding sentences, this Agreement
shall be binding upon, inure to the benefit of, and be enforceable by, the
parties and their respective successors and assigns.
(h) Binding Agreement. Each Shareholder agrees that this Agreement and
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such Shareholder's obligations under it shall attach to such Shareholder's
Securities and shall bind any person to which legal or beneficial ownership
of the
6
Securities passes, whether by operation of law or otherwise, including such
Shareholder's heirs, guardians, administrators or successors.
Notwithstanding any transfer of Securities, the transferor shall remain
liable for the performance of all its obligations under this Agreement.
(i) Severability. If any term or other provision of this Agreement is
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invalid, illegal or incapable of being enforced by any rule of law, or
public policy in any particular situation or in any jurisdiction, that term
or provision shall nevertheless remain in full force and effect in other
situations or jurisdictions, and all other conditions and provisions of
this Agreement shall nevertheless remain in full force and effect, so long
as the economic or legal substance of the transactions contemplated hereby
are 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 shall negotiate in good faith to
modify this Agreement so as to effect the original intent of the parties as
closely as possible in a mutually acceptable manner in order that the
transactions be consummated as originally contemplated to the fullest
extent possible.
(j) Enforcement of this Agreement. The parties agree that irreparable
-----------------------------
damage would occur in the event that any of the provisions of this
Agreement were not performed in accordance with their specific terms or
were otherwise breached. It is accordingly agreed that the parties shall be
entitled to an injunction or injunctions to prevent breaches of this
Agreement and to enforce specifically the terms and provisions hereof, this
being in addition to any other remedy to which they are entitled at law or
in equity.
(k) Amendments. This Agreement may not be amended except by an instrument
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in writing signed by the parties.
8. TERMINATION. THIS AGREEMENT SHALL TERMINATE, AND NEITHER PURCHASER NOR ANY
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SHAREHOLDER SHALL HAVE ANY RIGHTS OR OBLIGATIONS HEREUNDER AND THIS AGREEMENT
SHALL BECOME NULL AND VOID AND HAVE NO EFFECT, UPON THE TERMINATION OF THE
RECAPITALIZATION AGREEMENT IN ACCORDANCE WITH ITS TERMS WITHOUT THE
RECAPITALIZATION HAVING OCCURRED, EXCEPT NOTHING IN THIS SECTION 8 SHALL RELIEVE
ANY PARTY OF LIABILITY FOR BREACH OF THIS AGREEMENT.
9. PUBLICATION. EACH SHAREHOLDER HEREBY AGREES TO PERMIT PURCHASER AND KATY TO
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PUBLISH AND DISCLOSE IN THE OFFER DOCUMENTS AND THE PROXY STATEMENT RELATING TO
THE TRANSACTIONS CONTEMPLATED BY THE RECAPITALIZATION AGREEMENT (INCLUDING ALL
DOCUMENTS AND SCHEDULES FILED WITH THE SEC) ITS IDENTITY AND INTENT WITH RESPECT
TO THE SECURITIES AND THE NATURE OF ITS COMMITMENTS UNDER THIS AGREEMENT.
10. Scope of Obligations. Notwithstanding anything to the contrary in this
--------------------
Agreement, no obligation of the Shareholders under this Agreement (including
their obligations under Section 2, Section 3 and Section 5 hereof) shall apply
or in any way affect any shares of capital stock or other securities owned by
the Shareholders other than the Securities. For the purposes of several (but not
joint) obligations of Shareholders under this Agreement, the number of
Securities owned by each Shareholder with respect to which such Shareholder is
committing to make such obligations, is the number calculated by multiplying
2,500,000 by the number of Common Shares owned by such Shareholder (as set forth
on Schedule I hereto), then dividing the product by the total number of Common
Shares owned by all Shareholders (as set forth on Schedule I hereto).
[THE FOLLOWING PAGE IS THE SIGNATURE PAGE]
7
IN WITNESS WHEREOF, Purchaser and each Shareholder have caused this
Agreement to be duly executed as of the day and year first above written.
KKTY HOLDING COMPANY, L.L.C.
By: /s/ Xxxxxxxxxxx Xxxxxxxx
------------------------
Name:
Title:
CRL, INC.
By: /s/ Xxxxxxxx X. Xxxxxxx
-----------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: President
XXXXXXX X. XXXXXXX, XX.
/s/ Xxxxxxx X. Xxxxxxx, Xx.
---------------------------
XXXXXX X. XXXXXXX
/s/ Xxxxxx X. Xxxxxxx
---------------------
XXXXXXX FOUNDATION
By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
---------------------------
Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Trustee
By: /s/ Xxxxxx X. Xxxxxxx
---------------------
Name: Xxxxxx X. Xxxxxxx
Title: Trustee
XXXXXXX X. XXXXXXX TRUST U/A DATED 7-1-57
F/B/O XXXXXXX X. XXXXXXX, XX.
By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
--------------------------
Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Trustee
By: /s/ Xxxxxx X. Xxxxxxx
---------------------
Name: Xxxxxx X. Xxxxxxx
Title: Trustee
8
XXXXXXX X. & XXXXX X. XXXXXXX TRUST U/A DATED
5/1/58
F/B/O XXXXXXX X. XXXXXXX, XX.
By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
---------------------------
Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Trustee
By: /s/ Xxxxxx X. Xxxxxxx
---------------------
Name: Xxxxxx X. Xxxxxxx
Title: Trustee
XXXXXXX X. XXXXXXX TRUST U/A DATED 1-20-61
F/B/O XXXXXXX X. XXXXXXX, XX.
By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
---------------------------
Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Trustee
By: /s/ Xxxxxx X. Xxxxxxx
---------------------
Name: Xxxxxx X. Xxxxxxx
Title: Trustee
XXXXX X. XXXXXXX TRUST U/A DATED 7-12-62
F/B/O XXXXXXX X. XXXXXXX, XX.
By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
---------------------------
Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Trustee
By: /s/ Xxxxxx X. Xxxxxxx
---------------------
Name: Xxxxxx X. Xxxxxxx
Title: Trustee
XXXXXXX X. XXXXXXX, XX. TRUST #2 U/A
DATED 12-30-76
F/B/O Xxxxxx X. Xxxxxxx
By: /s/ Xxxxxx X. Xxxxxxx
---------------------
Name: Xxxxxx X. Xxxxxxx
Title: Trustee
XXXXXXX X. XXXXXXX, XX. TRUST #2 U/A
DATED 12-30-76
F/B/O Xxxxx X. Xxxxxxx
By: /s/ Xxxxxx X. Xxxxxxx
---------------------
Name: Xxxxxx X. Xxxxxxx
Title: Trustee
XXXXXXX X. XXXXXXX, XX. TRUST #2 U/A
DATED 12-30-76
F/B/O Xxxxxxxx X. Xxxxxxx
By: /s/ Xxxxxx X. Xxxxxxx
---------------------
Name: Xxxxxx X. Xxxxxxx
Title: Trustee
9
XXXXXXX X. XXXXXXX, XX. TRUST #2 U/A
DATED 12-30-76
F/B/O Xxxxxxx X. Xxxxxxx, III
By: /s/ Xxxxxx X. Xxxxxxx
---------------------
Name: Xxxxxx X. Xxxxxxx
Title: Trustee
XXXXXXX X. XXXXXXX, XX. TRUST #2 U/A
DATED 12-20-79
F/B/O Xxxxxx X. Xxxxxxx
By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
---------------------------
Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Trustee
By: /s/ Xxxxxx X. Xxxxxxx
---------------------
Name: Xxxxxx X. Xxxxxxx
Title: Trustee
XXXXXXX X. XXXXXXX, XX. TRUST #2 U/A
DATED 12-20-79
F/B/O Xxxxx X. Xxxxxxx
By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
---------------------------
Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Trustee
By: /s/ Xxxxxx X. Xxxxxxx
---------------------
Name: Xxxxxx X. Xxxxxxx
Title: Trustee
10
XXXXXXX X. XXXXXXX, XX. TRUST #2 U/A
DATED 12-20-79
F/B/O Xxxxxxxx X. Xxxxxxx
By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
---------------------------
Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Trustee
By: /s/ Xxxxxx X. Xxxxxxx
---------------------
Name: Xxxxxx X. Xxxxxxx
Title: Trustee
XXXXXXX X. XXXXXXX, XX. TRUST #2 U/A
DATED 12-20-79
F/B/O Xxxxxxx X. Xxxxxxx, III
By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
---------------------------
Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Trustee
By: /s/ Xxxxxx X. Xxxxxxx
---------------------
Name: Xxxxxx X. Xxxxxxx
Title: Trustee
XXXXXXX X. XXXXXXX TRUST U/A
DATED 1-20-61
F/B/O XXXXXXX X. XXXXXXX, XX.
By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
---------------------------
Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Trustee
By: /s/ Xxxxxx X. Xxxxxxx
---------------------
Name: Xxxxxx X. Xxxxxxx
Title: Trustee
11
SCHEDULE I
---------------------------------------------------------------------------------------------------------------------
Name of Shareholder Officers/Trustees Number of Common Shares
Held of Record or Owned
Beneficially Notice Address
---------------------------------------------------------------------------------------------------------------------
CRL, Inc. Xxxxxxxx X. Xxxxxxx,
President 2,073,436 0000 X. Xxxxxxxx Xxx,
Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000
Xxxxxxx X. Xxxxxxx, Xx. N/A 182,274 c/o CRL
----------------------- (see address above)
Xxxxxx X. Xxxxxxx N/A 10,765 c/o CRL
----------------- (see address above)
Xxxxxxx Foundation Xxxxxxx X. Xxxxxxx, Xx. 32,910 c/o CRL
------------------ Xxxxxx X. Xxxxxxx (see address above)
Xxxxxxx X. Xxxxxxx Trust U/A 2,151 c/o CRL
---------------------------- (see address above)
Dated 7-1-57
------------
F/B/O Xxxxxxx X. Xxxxxxx, Xx. Xxxxxxx X. Xxxxxxx, Xx.
Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxx*
Xxxxxxx X. & Xxxxx X. Xxxxxxx Trust 603,000 c/o CRL
----------------------------------- (see address above)
U/A Dated 5-1-58
----------------
F/B/O Xxxxxxx X. Xxxxxxx, Xx. Xxxxxxx X. Xxxxxxx, Xx.
Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxx*
Xxxxxxx X. Xxxxxxx Trust U/A Dated 11,881 c/o CRL
---------------------------------- (see address above)
1-20-61
F/B/O Xxxxxxx X. Xxxxxxx, Xx. Xxxxxxx X. Xxxxxxx, Xx.
Xxxxxx Xxxxxxx
Xxxxx X. Xxxxxxx Trust U/A Dated 180,661 c/o CRL
-------------------------------- (see address above)
7-12-62
-------
F/B/O Xxxxxxx X. Xxxxxxx, Xx. Xxxxxxx X. Xxxxxxx, Xx.
Xxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx, Xx. c/o CRL
----------------------- (see address above)
Dated 12-30-76 Xxxxxx X. Xxxxxxx
--------------
F/B/O Xxxxxx X. Xxxxxxx 193
Xxxxx X. Xxxxxxx 194
Xxxxxxxx X. Xxxxxxx 193
Xxxxxxx X. Xxxxxxx, III 182
(Four separate trusts - trustee is the same for all four)
Xxxxxxx X. Xxxxxxx Trust U/A Dated c/o CRL
---------------------------------- (see address above)
12-20-79
--------
F/B/O Xxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx, Xx. 1,690
Xxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx 1,690
Xxxxxxxx X. Xxxxxxx Xxxxxx X. Xxxxx* 1,690
Xxxxxxx X. Xxxxxxx, III 1,690
(Four separate trusts - trustees are the same for all four)
---------------------------------------------------------------------------------------------------------------------
Totals 3,104,600
---------------------------------------------------------------------------------------------------------------------
*Powers of this trustee are limited. He is not entitled to vote on matters
involving Katy.
