1
EXHIBIT 99.2
SCHEDULE 13D
CUSIP No. 353469 10 9 PAGE 34 OF 57 PAGES
SHAREHOLDERS AGREEMENT
This Shareholders Agreement (this "Agreement") is entered into among
the undersigned persons (each, a "Shareholder" and, collectively, the
"Shareholders") as of May 30, 1997.
WHEREAS, the shareholders of Xxxxx Leadership Center, Inc., a Utah
corporation ("Xxxxx"), Xxxxx and Xxxxxxxx Quest Co., a Utah corporation
("Franklin"), have entered into a Merger Agreement (the "Merger Agreement")
dated as of March 21, 1997, pursuant to which, subject to certain conditions,
Xxxxx will be merged into and with Franklin; and
WHEREAS, each of the Shareholders is or will be, as of the
consummation of the Merger (as defined in the Merger Agreement), a shareholder
of Franklin; and
WHEREAS, as a condition to the closing and as an integral part of the
transactions contemplated by the Merger Agreement and in order to induce each
party to the Merger Agreement to enter into and consummate the transactions
contemplated thereby, each Shareholder desires to execute and deliver this
Agreement in accordance with Sections 2.2(k), 2.3(i) and 4.1(a)(vii) of the
Merger Agreement;
NOW THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound hereby, each Shareholder hereby
agrees as follows:
1. Each Shareholder hereby covenants and agrees that, during the
Control Period (as defined in the Merger Agreement), he or it will vote all
shares of the capital common stock, $0.05 par value per share, of Franklin (the
"Franklin Common") held by him or it in favor of the election of members to
serve on the Board of Directors of Franklin (the "Board") as shall be nominated
by the Nominating Committee of the Board during the Control Period.
2. Each Shareholder hereby declares that the agreements and covenants
made by him or it herein are made for valuable consideration, are coupled with
an interest and shall be irrevocable.
3. This Agreement shall be binding upon each Shareholder and his or its
respective successors, assigns, heirs, executors, administrators and personal
representatives. The obligations of each Shareholder hereunder shall attach and
apply during the Control Period to all shares of Franklin Common held by such
Shareholder at the Effective Time (as defined in the Merger Agreement) or
thereafter acquired during the Control Period. Each Shareholder accordingly
covenants and agrees hereby not to assign, pledge or otherwise transfer any of
such shares to any person, trust, partnership, corporation or other entity
affiliated with or created for the benefit of any Shareholder or the family of
any Shareholder without the assignee, pledgee or transferee first agreeing in
writing to be bound by and subject to the terms of this Agreement with respect
to such shares, and agrees that any such transfer not according to the terms of
this Section shall be deemed ineffective and void. Nothing herein shall be
deemed to preclude or shall preclude the bona fide transfer by gift or sale by
any Shareholder of the shares of Franklin Common held by him, publicly or
privately, to an unaffiliated third party or to Franklin, which donee or
purchaser shall not be bound by the provisions of this Agreement.
4. Each person executing this Agreement as a Shareholder hereby
represents and warrants that he has full authority to do so and to bind the
Shareholder legally hereby.
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SCHEDULE 13D
CUSIP No. 353469 10 9 PAGE 35 OF 57 PAGES
5. This Agreement shall be governed by and interpreted in accordance
with the laws of the State of Utah without regard to principles of conflicts of
laws thereof. Whenever the context requires, the singular shall include the
plural and the plural shall include the singular, the whole shall include any
part thereof, and any gender shall include all other genders.
6. This Agreement is the entire agreement of the parties hereto
relating to the subject matter hereof and supersedes all prior oral or written
agreements or understandings with respect thereto.
7. Any amendment or waiver of this Agreement shall only be effective if
it is executed in writing by the Shareholders holding Franklin Common as of the
effective date of such amendment or waiver.
8. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same Agreement. Faxed counterparts and signatures shall be deemed
originals and shall be as effective, valid and enforceable as if originals.
[REMAINDER OF PAGE INTENTIONALLY BLANK -- SIGNATURE PAGE FOLLOWS]
3
SCHEDULE 13D
CUSIP No. 353469 10 9 PAGE 36 OF 57 PAGES
IN WITNESS WHEREOF, each Shareholder has duly executed and delivered
this Agreement as of the day and year first written above.
/s/ XXXXX X. XXXXX
-------------------------------
Xxxxx X. Xxxxx, individually
The Xxxxx X. Xxxxx Trust
By: /s/ XXXXX X. XXXXX
-----------------------------
Xxxxx X. Xxxxx, trustee
/s/ XXXXX X. XXXXXX
-------------------------------
Xxxxx X. Xxxxxx
The Xxxxx X. Xxxxxx Trust
By: /s/ XXXXX X. XXXXXX
-------------------------------
Xxxxx X. Xxxxxx, trustee
Senator Xxxxxx X. Xxxxxxx Managed Asset Trust
By: /s/ XXXX X. XXXXX
-------------------------------
Xxxx X. Xxxxx, trustee
/s/ XXXXXXX X. XXXXX
-------------------------------
Xxxxxxx X. Xxxxx
/s/ XXXXXXX X.X. XXXXX
-------------------------------
Xxxxxxx X.X. Xxxxx
/s/ XXXXXX X. XXX
-------------------------------
Xxxxxx X. Xxx
4
SCHEDULE 13D
CUSIP No. 353469 10 9 PAGE 37 OF 57 PAGES
/s/ A. XXXXX XXXXXXX
-------------------------------
A. Xxxxx Xxxxxxx
/s/ XXXX X. XXXXXXXX
-------------------------------
Xxxx X. Xxxxxxxx
/s/ XXXX X.X. XXXXX
-------------------------------
Xxxx X.X. Xxxxx
/s/ XXXXX X. XXXXXXX
-------------------------------
Xxxxx X. Xxxxxxx
/s/ XXXXX XXXXXX
-------------------------------
Xxxxx Xxxxxx
/s/ XXXXXX X. XXXXXXX
-------------------------------
Xxxxxx X. Xxxxxxx
/s/ XXXXX X. XXXX
-------------------------------
Xxxxx X. Xxxx
/s/ XXXXXXX X. XXXXXXXXXX
-------------------------------
Xxxxxxx X. Xxxxxxxxxx
/s/ XXXXX XXXXX
-------------------------------
Xxxxx Xxxxx
/s/ XXXX X. LINK
-------------------------------
Xxxx X. Link
5
SCHEDULE 13D
CUSIP No. 353469 10 9 PAGE 38 OF 57 PAGES
/s/ XXXXXXX XXXX X. XXXXX
-------------------------------
Xxxxxxx Xxxx X. Xxxxx
/s/ XXXXX X.X. XXXXX
-------------------------------
Xxxxx X.X. Xxxxx
6
SCHEDULE 13D
CUSIP No. 353469 10 9 PAGE 39 OF 57 PAGES
POWERS OF ATTORNEY
7
SCHEDULE 13D
CUSIP No. 353469 10 9 PAGE 40 OF 57 PAGES
XXXXXXXX XXXXX CO.
POWER OF ATTORNEY
FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULE 13G AND SCHEDULE 13D
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Xxx X. Xxxxxxxx, Val Xxxx Xxxxxxxxxxx and Xxxx X. Xxxxxx,
signing singly, his true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned (i) Forms 3, 4
and 5 (including any amendments thereto) which may be required
to be filed in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder and (ii)
Schedules 13G and 13D (including any amendments thereto) which
may be required to be filed in accordance with Sections 13(d)
and 13(g) of the Securities Exchange Act of 1934 and the rules
thereunder as a result of the undersigned's ownership of or
transactions in securities of Xxxxxxxx Xxxxx Co.;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
the execution of any such Form 3, 4 or 5 or Schedule 13G or
13D and the timely filing of such form with the United States
Securities and Exchange Commission and any other authority;
and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by, the undersigned, it being
understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in
his discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with Section 16 or Section 13 of
the Securities Exchange Act of 1934.
Photographic copies of this Power of Attorney shall have the same force
and effect as the original.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 30th day of May, 1997.
/s/ XXXXX X. XXXXX
-------------------------------
XXXXX X. XXXXX
8
SCHEDULE 13D
CUSIP No. 353469 10 9 PAGE 41 OF 57 PAGES
XXXXXXXX XXXXX CO.
POWER OF ATTORNEY
FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULE 13G AND SCHEDULE 13D
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Xxx X. Xxxxxxxx, Val Xxxx Xxxxxxxxxxx and Xxxx X. Xxxxxx,
signing singly, his true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned (i) Forms 3, 4
and 5 (including any amendments thereto) which may be required
to be filed in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder and (ii)
Schedules 13G and 13D (including any amendments thereto) which
may be required to be filed in accordance with Sections 13(d)
and 13(g) of the Securities Exchange Act of 1934 and the rules
thereunder as a result of the undersigned's ownership of or
transactions in securities of Xxxxxxxx Xxxxx Co.;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
the execution of any such Form 3, 4 or 5 or Schedule 13G or
13D and the timely filing of such form with the United States
Securities and Exchange Commission and any other authority;
and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by, the undersigned, it being
understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in
his discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with Section 16 or Section 13 of
the Securities Exchange Act of 1934.
Photographic copies of this Power of Attorney shall have the same force
and effect as the original.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 5th day of June, 1997.
/s/ XXXXX X. XXXXXX
-------------------------------
XXXXX X. XXXXXX
9
SCHEDULE 13D
CUSIP No. 353469 10 9 PAGE 42 OF 57 PAGES
XXXXXXXX XXXXX CO.
POWER OF ATTORNEY
FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULE 13G AND SCHEDULE 13D
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Xxx X. Xxxxxxxx, Val Xxxx Xxxxxxxxxxx and Xxxx X. Xxxxxx,
signing singly, his true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned (i) Forms 3, 4
and 5 (including any amendments thereto) which may be required
to be filed in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder and (ii)
Schedules 13G and 13D (including any amendments thereto) which
may be required to be filed in accordance with Sections 13(d)
and 13(g) of the Securities Exchange Act of 1934 and the rules
thereunder as a result of the undersigned's ownership of or
transactions in securities of Xxxxxxxx Xxxxx Co.;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
the execution of any such Form 3, 4 or 5 or Schedule 13G or
13D and the timely filing of such form with the United States
Securities and Exchange Commission and any other authority;
and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by, the undersigned, it being
understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in
his discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with Section 16 or Section 13 of
the Securities Exchange Act of 1934.
Photographic copies of this Power of Attorney shall have the same force
and effect as the original.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 30th day of May, 1997.
/s/ XXXXXX X. XXXXXXX
-------------------------------
XXXXXX X. XXXXXXX
10
SCHEDULE 13D
CUSIP No. 353469 10 9 PAGE 43 OF 57 PAGES
XXXXXXXX XXXXX CO.
POWER OF ATTORNEY
FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULE 13G AND SCHEDULE 13D
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Xxx X. Xxxxxxxx, Val Xxxx Xxxxxxxxxxx and Xxxx X. Xxxxxx,
signing singly, his true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned (i) Forms 3, 4
and 5 (including any amendments thereto) which may be required
to be filed in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder and (ii)
Schedules 13G and 13D (including any amendments thereto) which
may be required to be filed in accordance with Sections 13(d)
and 13(g) of the Securities Exchange Act of 1934 and the rules
thereunder as a result of the undersigned's ownership of or
transactions in securities of Xxxxxxxx Xxxxx Co.;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
the execution of any such Form 3, 4 or 5 or Schedule 13G or
13D and the timely filing of such form with the United States
Securities and Exchange Commission and any other authority;
and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by, the undersigned, it being
understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in
his discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with Section 16 or Section 13 of
the Securities Exchange Act of 1934.
Photographic copies of this Power of Attorney shall have the same force
and effect as the original.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 30th day of May, 1997.
/s/ XXXXXXX X. XXXXX
-------------------------------
XXXXXXX X. XXXXX
11
SCHEDULE 13D
CUSIP No. 353469 10 9 PAGE 44 OF 57 PAGES
XXXXXXXX XXXXX CO.
POWER OF ATTORNEY
FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULE 13G AND SCHEDULE 13D
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Xxx X. Xxxxxxxx, Val Xxxx Xxxxxxxxxxx and Xxxx X. Xxxxxx,
signing singly, his true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned (i) Forms 3, 4
and 5 (including any amendments thereto) which may be required
to be filed in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder and (ii)
Schedules 13G and 13D (including any amendments thereto) which
may be required to be filed in accordance with Sections 13(d)
and 13(g) of the Securities Exchange Act of 1934 and the rules
thereunder as a result of the undersigned's ownership of or
transactions in securities of Xxxxxxxx Xxxxx Co.;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
the execution of any such Form 3, 4 or 5 or Schedule 13G or
13D and the timely filing of such form with the United States
Securities and Exchange Commission and any other authority;
and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by, the undersigned, it being
understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in
his discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with Section 16 or Section 13 of
the Securities Exchange Act of 1934.
Photographic copies of this Power of Attorney shall have the same force
and effect as the original.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 30th day of May, 1997.
/s/ XXXXXXX X. X. XXXXX
-------------------------------
XXXXXXX X. X. XXXXX
12
SCHEDULE 13D
CUSIP No. 353469 10 9 PAGE 45 OF 57 PAGES
XXXXXXXX XXXXX CO.
POWER OF ATTORNEY
FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULE 13G AND SCHEDULE 13D
Know all by these presents, that the undersigned hereby constitutes
and appoints each of Xxx X. Xxxxxxxx, Xxx Xxxx Xxxxxxxxxxx and Xxxx X. Xxxxxx,
signing singly, his true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned (i) Forms 3, 4
and 5 (including any amendments thereto) which may be required
to be filed in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder and (ii)
Schedules 13G and 13D (including any amendments thereto) which
may be required to be filed in accordance with Sections 13(d)
and 13(g) of the Securities Exchange Act of 1934 and the rules
thereunder as a result of the undersigned's ownership of or
transactions in securities of Xxxxxxxx Xxxxx Co.;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
the execution of any such Form 3, 4 or 5 or Schedule 13G or
13D and the timely filing of such form with the United States
Securities and Exchange Commission and any other authority;
and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by, the undersigned, it being
understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in
his discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with Section 16 or Section 13 of
the Securities Exchange Act of 1934.
Photographic copies of this Power of Attorney shall have the same force
and effect as the original.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 3rd day of June, 1997.
/s/ XXXXXX X. XXX
-------------------------------
XXXXXX X. XXX
13
CUSIP No. 353469 10 9 SCHEDULE 13D PAGE 46 OF 57 PAGES
XXXXXXXX XXXXX CO.
POWER OF ATTORNEY
FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULE 13G AND SCHEDULE 13D
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Xxx X. Xxxxxxxx, Val Xxxx Xxxxxxxxxxx and Xxxx X. Xxxxxx,
signing singly, his true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned (i) Forms 3, 4
and 5 (including any amendments thereto) which may be required
to be filed in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder and (ii)
Schedules 13G and 13D (including any amendments thereto) which
may be required to be filed in accordance with Sections 13(d)
and 13(g) of the Securities Exchange Act of 1934 and the rules
thereunder as a result of the undersigned's ownership of or
transactions in securities of Xxxxxxxx Xxxxx Co.;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
the execution of any such Form 3, 4 or 5 or Schedule 13G or
13D and the timely filing of such form with the United States
Securities and Exchange Commission and any other authority;
and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by, the undersigned, it being
understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in
his discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with Section 16 or Section 13 of
the Securities Exchange Act of 1934.
Photographic copies of this Power of Attorney shall have the same force
and effect as the original.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 30th day of May, 1997.
/s/ A. XXXXX XXXXXXX
-------------------------------
A. XXXXX XXXXXXX
14
CUSIP No. 353469 10 9 SCHEDULE 13D PAGE 47 OF 57 PAGES
XXXXXXXX XXXXX CO.
POWER OF ATTORNEY
FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULE 13G AND SCHEDULE 13D
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Xxx X. Xxxxxxxx, Val Xxxx Xxxxxxxxxxx and Xxxx X. Xxxxxx,
signing singly, his true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned (i) Forms 3, 4
and 5 (including any amendments thereto) which may be required
to be filed in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder and (ii)
Schedules 13G and 13D (including any amendments thereto) which
may be required to be filed in accordance with Sections 13(d)
and 13(g) of the Securities Exchange Act of 1934 and the rules
thereunder as a result of the undersigned's ownership of or
transactions in securities of Xxxxxxxx Xxxxx Co.;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
the execution of any such Form 3, 4 or 5 or Schedule 13G or
13D and the timely filing of such form with the United States
Securities and Exchange Commission and any other authority;
and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by, the undersigned, it being
understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in
his discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with Section 16 or Section 13 of
the Securities Exchange Act of 1934.
Photographic copies of this Power of Attorney shall have the same force
and effect as the original.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 30th day of May, 1997.
/s/ XXXX X. XXXXXXXX
-------------------------------
XXXX X. XXXXXXXX
15
CUSIP No. 353469 10 9 SCHEDULE 13D PAGE 48 OF 57 PAGES
XXXXXXXX XXXXX CO.
POWER OF ATTORNEY
FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULE 13G AND SCHEDULE 13D
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Xxx X. Xxxxxxxx, Val Xxxx Xxxxxxxxxxx and Xxxx X. Xxxxxx,
signing singly, his true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned (i) Forms 3, 4
and 5 (including any amendments thereto) which may be required
to be filed in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder and (ii)
Schedules 13G and 13D (including any amendments thereto) which
may be required to be filed in accordance with Sections 13(d)
and 13(g) of the Securities Exchange Act of 1934 and the rules
thereunder as a result of the undersigned's ownership of or
transactions in securities of Xxxxxxxx Xxxxx Co.;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
the execution of any such Form 3, 4 or 5 or Schedule 13G or
13D and the timely filing of such form with the United States
Securities and Exchange Commission and any other authority;
and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by, the undersigned, it being
understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in
his discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with Section 16 or Section 13 of
the Securities Exchange Act of 1934.
Photographic copies of this Power of Attorney shall have the same force
and effect as the original.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 30th day of May, 1997.
/s/ XXXX X. X. XXXXX
-------------------------------
XXXX X. X. XXXXX
16
CUSIP No. 353469 10 9 SCHEDULE 13D PAGE 49 OF 57 PAGES
XXXXXXXX XXXXX CO.
POWER OF ATTORNEY
FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULE 13G AND SCHEDULE 13D
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Xxx X. Xxxxxxxx, Xxx Xxxx Xxxxxxxxxxx and Xxxx X. Xxxxxx,
signing singly, his true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned (i) Forms 3, 4
and 5 (including any amendments thereto) which may be required
to be filed in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder and (ii)
Schedules 13G and 13D (including any amendments thereto) which
may be required to be filed in accordance with Sections 13(d)
and 13(g) of the Securities Exchange Act of 1934 and the rules
thereunder as a result of the undersigned's ownership of or
transactions in securities of Xxxxxxxx Xxxxx Co.;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
the execution of any such Form 3, 4 or 5 or Schedule 13G or
13D and the timely filing of such form with the United States
Securities and Exchange Commission and any other authority;
and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by, the undersigned, it being
understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in
his discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with Section 16 or Section 13 of
the Securities Exchange Act of 1934.
Photographic copies of this Power of Attorney shall have the same force
and effect as the original.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 4th day of June, 1997.
/s/ XXXXX X. XXXXXXX
-------------------------------
XXXXX X. XXXXXXX
17
CUSIP No. 353469 10 9 SCHEDULE 13D PAGE 50 OF 57 PAGES
XXXXXXXX XXXXX CO.
POWER OF ATTORNEY
FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULE 13G AND SCHEDULE 13D
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Xxx X. Xxxxxxxx, Val Xxxx Xxxxxxxxxxx and Xxxx X. Xxxxxx,
signing singly, his true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned (i) Forms 3, 4
and 5 (including any amendments thereto) which may be required
to be filed in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder and (ii)
Schedules 13G and 13D (including any amendments thereto) which
may be required to be filed in accordance with Sections 13(d)
and 13(g) of the Securities Exchange Act of 1934 and the rules
thereunder as a result of the undersigned's ownership of or
transactions in securities of Xxxxxxxx Xxxxx Co.;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
the execution of any such Form 3, 4 or 5 or Schedule 13G or
13D and the timely filing of such form with the United States
Securities and Exchange Commission and any other authority;
and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by, the undersigned, it being
understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in
his discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with Section 16 or Section 13 of
the Securities Exchange Act of 1934.
Photographic copies of this Power of Attorney shall have the same force
and effect as the original.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 30th day of May, 1997.
/s/ XXXXX XXXXXX
-------------------------------
XXXXX XXXXXX
18
CUSIP No. 353469 10 9 SCHEDULE 13D PAGE 51 OF 57 PAGES
XXXXXXXX XXXXX CO.
POWER OF ATTORNEY
FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULE 13G AND SCHEDULE 13D
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Xxx X. Xxxxxxxx, Val Xxxx Xxxxxxxxxxx and Xxxx X. Xxxxxx,
signing singly, his true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned (i) Forms 3, 4
and 5 (including any amendments thereto) which may be required
to be filed in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder and (ii)
Schedules 13G and 13D (including any amendments thereto) which
may be required to be filed in accordance with Sections 13(d)
and 13(g) of the Securities Exchange Act of 1934 and the rules
thereunder as a result of the undersigned's ownership of or
transactions in securities of Xxxxxxxx Xxxxx Co.;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
the execution of any such Form 3, 4 or 5 or Schedule 13G or
13D and the timely filing of such form with the United States
Securities and Exchange Commission and any other authority;
and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by, the undersigned, it being
understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in
his discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with Section 16 or Section 13 of
the Securities Exchange Act of 1934.
Photographic copies of this Power of Attorney shall have the same force
and effect as the original.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 30th day of May, 1997.
/s/ XXXXXX X. XXXXXXX
-------------------------------
XXXXXX X. XXXXXXX
19
CUSIP No. 353469 10 9 SCHEDULE 13D PAGE 52 OF 57 PAGES
XXXXXXXX XXXXX CO.
POWER OF ATTORNEY
FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULE 13G AND SCHEDULE 13D
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Xxx X. Xxxxxxxx, Val Xxxx Xxxxxxxxxxx and Xxxx X. Xxxxxx,
signing singly, his true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned (i) Forms 3, 4
and 5 (including any amendments thereto) which may be required
to be filed in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder and (ii)
Schedules 13G and 13D (including any amendments thereto) which
may be required to be filed in accordance with Sections 13(d)
and 13(g) of the Securities Exchange Act of 1934 and the rules
thereunder as a result of the undersigned's ownership of or
transactions in securities of Xxxxxxxx Xxxxx Co.;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
the execution of any such Form 3, 4 or 5 or Schedule 13G or
13D and the timely filing of such form with the United States
Securities and Exchange Commission and any other authority;
and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by, the undersigned, it being
understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in
his discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with Section 16 or Section 13 of
the Securities Exchange Act of 1934.
Photographic copies of this Power of Attorney shall have the same force
and effect as the original.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 30th day of May, 1997.
/s/ XXXXX X. XXXX
-------------------------------
XXXXX X. XXXX
20
CUSIP No. 353469 10 9 SCHEDULE 13D PAGE 53 OF 57 PAGES
XXXXXXXX XXXXX CO.
POWER OF ATTORNEY
FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULE 13G AND SCHEDULE 13D
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Xxx X. Xxxxxxxx, Val Xxxx Xxxxxxxxxxx and Xxxx X. Xxxxxx,
signing singly, his true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned (i) Forms 3, 4
and 5 (including any amendments thereto) which may be required
to be filed in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder and (ii)
Schedules 13G and 13D (including any amendments thereto) which
may be required to be filed in accordance with Sections 13(d)
and 13(g) of the Securities Exchange Act of 1934 and the rules
thereunder as a result of the undersigned's ownership of or
transactions in securities of Xxxxxxxx Xxxxx Co.;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
the execution of any such Form 3, 4 or 5 or Schedule 13G or
13D and the timely filing of such form with the United States
Securities and Exchange Commission and any other authority;
and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by, the undersigned, it being
understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in
his discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with Section 16 or Section 13 of
the Securities Exchange Act of 1934.
Photographic copies of this Power of Attorney shall have the same force
and effect as the original.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 30th day of May, 1997.
/s/ XXXXXXX X. XXXXXXXXXX
-------------------------------
XXXXXXX X. XXXXXXXXXX
21
CUSIP No. 353469 10 9 SCHEDULE 13D PAGE 54 OF 57 PAGES
XXXXXXXX XXXXX CO.
POWER OF ATTORNEY
FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULE 13G AND SCHEDULE 13D
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Xxx X. Xxxxxxxx, Val Xxxx Xxxxxxxxxxx and Xxxx X. Xxxxxx,
signing singly, his true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned (i) Forms 3, 4
and 5 (including any amendments thereto) which may be required
to be filed in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder and (ii)
Schedules 13G and 13D (including any amendments thereto) which
may be required to be filed in accordance with Sections 13(d)
and 13(g) of the Securities Exchange Act of 1934 and the rules
thereunder as a result of the undersigned's ownership of or
transactions in securities of Xxxxxxxx Xxxxx Co.;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
the execution of any such Form 3, 4 or 5 or Schedule 13G or
13D and the timely filing of such form with the United States
Securities and Exchange Commission and any other authority;
and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by, the undersigned, it being
understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in
his discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with Section 16 or Section 13 of
the Securities Exchange Act of 1934.
Photographic copies of this Power of Attorney shall have the same force
and effect as the original.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 3rd day of June, 1997.
/s/ XXXXX XXXXX
-------------------------------
XXXXX XXXXX
22
CUSIP No. 353469 10 9 SCHEDULE 13D PAGE 55 OF 57 PAGES
XXXXXXXX XXXXX CO.
POWER OF ATTORNEY
FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULE 13G AND SCHEDULE 13D
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Xxx X. Xxxxxxxx, Val Xxxx Xxxxxxxxxxx and Xxxx X. Xxxxxx,
signing singly, his true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned (i) Forms 3, 4
and 5 (including any amendments thereto) which may be required
to be filed in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder and (ii)
Schedules 13G and 13D (including any amendments thereto) which
may be required to be filed in accordance with Sections 13(d)
and 13(g) of the Securities Exchange Act of 1934 and the rules
thereunder as a result of the undersigned's ownership of or
transactions in securities of Xxxxxxxx Xxxxx Co.;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
the execution of any such Form 3, 4 or 5 or Schedule 13G or
13D and the timely filing of such form with the United States
Securities and Exchange Commission and any other authority;
and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by, the undersigned, it being
understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in
his discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with Section 16 or Section 13 of
the Securities Exchange Act of 1934.
Photographic copies of this Power of Attorney shall have the same force
and effect as the original.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 30th day of May, 1997.
/s/ XXXX X. LINK
-------------------------------
XXXX X. LINK
23
CUSIP No. 353469 10 9 SCHEDULE 13D PAGE 56 OF 57 PAGES
XXXXXXXX XXXXX CO.
POWER OF ATTORNEY
FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULE 13G AND SCHEDULE 13D
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Xxx X. Xxxxxxxx, Val Xxxx Xxxxxxxxxxx and Xxxx X. Xxxxxx,
signing singly, his true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned (i) Forms 3, 4
and 5 (including any amendments thereto) which may be required
to be filed in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder and (ii)
Schedules 13G and 13D (including any amendments thereto) which
may be required to be filed in accordance with Sections 13(d)
and 13(g) of the Securities Exchange Act of 1934 and the rules
thereunder as a result of the undersigned's ownership of or
transactions in securities of Xxxxxxxx Xxxxx Co.;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
the execution of any such Form 3, 4 or 5 or Schedule 13G or
13D and the timely filing of such form with the United States
Securities and Exchange Commission and any other authority;
and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by, the undersigned, it being
understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in
his discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with Section 16 or Section 13 of
the Securities Exchange Act of 1934.
Photographic copies of this Power of Attorney shall have the same force
and effect as the original.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 30th day of May, 1997.
/s/ XXXXXXX XXXX X. XXXXX
-------------------------------
XXXXXXX XXXX X. XXXXX
24
CUSIP No. 353469 10 9 SCHEDULE 13D PAGE 57 OF 57 PAGES
XXXXXXXX XXXXX CO.
POWER OF ATTORNEY
FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULE 13G AND SCHEDULE 13D
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Xxx X. Xxxxxxxx, Xxx Xxxx Xxxxxxxxxxx and Xxxx X. Xxxxxx,
signing singly, his true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned (i) Forms 3, 4
and 5 (including any amendments thereto) which may be required
to be filed in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder and (ii)
Schedules 13G and 13D (including any amendments thereto) which
may be required to be filed in accordance with Sections 13(d)
and 13(g) of the Securities Exchange Act of 1934 and the rules
thereunder as a result of the undersigned's ownership of or
transactions in securities of Xxxxxxxx Xxxxx Co.;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
the execution of any such Form 3, 4 or 5 or Schedule 13G or
13D and the timely filing of such form with the United States
Securities and Exchange Commission and any other authority;
and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by, the undersigned, it being
understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in
his discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with Section 16 or Section 13 of
the Securities Exchange Act of 1934.
Photographic copies of this Power of Attorney shall have the same force
and effect as the original.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 4th day of June, 1997.
/s/ XXXXX X. X. XXXXX
-------------------------------
XXXXX X. X. XXXXX
