EXHIBIT 1
EXECUTION COPY
AGREEMENT AND NOTICE
THIS AGREEMENT AND NOTICE (this "AGREEMENT AND NOTICE") is entered
into as of this 17th day of May, 2002 by the holders (the "HOLDERS") of Class B
Common Stock, par value $0.01 per share (the "CLASS B COMMON STOCK") of
Rock-Tenn Company (the "COMPANY"), who are signatories below.
WHEREAS, pursuant to Article II(b)(5) of the Company's Restated and
Amended Articles of Incorporation, as amended (the "ARTICLES OF
INCORPORATION"), holders of the Class B Common Stock have the right to convert
each share of Class B Common Stock owned by them into one share of Class A
Common Stock of the Company, par value $0.01 per share (the "CLASS A COMMON
STOCK").
NOW, THEREFORE, in consideration of the mutual promises, covenants and
conditions set forth below, the parties hereto agree as follows:
1. Notice. The Holders, by the delivery of this Agreement and
Notice to the Corporate Secretary of the Company, hereby give notice of the
Holders' election to exercise the Holders' right, pursuant to Article II(b)(5)
of the Company's Articles of Incorporation, to convert, subject to the terms of
this Agreement and Notice, each share of Class B Common Stock owned by the
Holders as identified on Exhibit A hereto into one share of Class A Common
Stock of the Company (the "CONVERSION").
2. Conversion Date. The certificates representing the Class B
Common Stock shall be surrendered and the Conversion shall occur on June 30,
2002 (the "CONVERSION DATE"). Subject to the paragraph 3 below, on the
Conversion Date, the Company shall deliver new certificates representing shares
of Class A Common Stock to the Holders in the amounts set forth next to the
names listed on Exhibit A.
3. Conditions. Notwithstanding anything in this Agreement and
Notice to the contrary, the Conversion is conditioned upon (i) the waiver by
each member of the Company's Management Committee and the Company of (a) any
and all notice requirements relating to the Conversion pursuant to Article
II(b) of the Articles of Incorporation and (b) the First Offer Rights (as
defined in Article II(b)(4) of the Articles of Incorporation) with respect to
the Class B Common Stock subject to the Conversion and (ii) the actual
conversion pursuant to this Agreement and Notice and the Company's Articles of
Incorporation of a number of outstanding shares of Class B Common Stock such
that after such conversion the number of outstanding shares of Class B Common
Stock will represent less than 15% of the total shares of Class A Common Stock
and Class B Common Stock outstanding as of that date.
4. Representations. The execution, delivery and performance of
this Agreement and Notice by each Holder and the consummation by each Holder of
the transactions contemplated hereby are within such Holder's power and
authority (and if such Holder is a corporation, partnership, limited
partnership, limited liability partnership, limited liability company, or other
corporate or legal entity, are within such Holder's corporate or entity power
and authority and
have been duly authorized by all necessary corporate or entity action on the
part of such Holder). This Agreement and Notice has been duly executed and
delivered by each Holder and constitutes a valid and binding agreement of each
Holder, enforceable in accordance with its terms.
5. Covenants. The Holders hereby agree that, upon the
satisfaction of the conditions contained in paragraph 3, (i) the notice and
election of the Conversion shall be irrevocable and the Holders shall not be
permitted to withdraw any of their shares of Class B Common Stock from the
Conversion and (ii) the Holders shall not sell, assign, pledge, convey or
otherwise transfer any of their shares of Class B Common Stock identified on
Exhibit A hereto prior to the Conversion.
6. Miscellaneous. This Agreement and Notice shall be governed by
and construed in accordance with the laws of the State of Georgia. This
Agreement and Notice may be executed in one or more counterparts, each of which
shall constitute an original and all of which shall constitute one and the same
instrument. This Agreement and Notice may be modified or amended only by a
separate writing executed by all of the parties hereto.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]
2
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
and Notice as of the date first above written.
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Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx
ORMOND RIVERSIDE L.P.
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By: X. Xxxxx Xxxxx
XXXXX & XXXXX, INC.
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By: X. Xxxxx Xxxxx
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Xxxxxxx Xxxxxx Xx.
XXXXXX FAMILY INVESTMENTS, L.P.
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By: Xxxxxxx Xxxxxx Xx.
X-0
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Xxxxx Xxxxxx
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Xxxxxxx Xxxxxx
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Xxxxx Xxxxxxxxxx
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Xxx Xxxxx Xxxxxx
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Xxxxx Xxxxxxxx
XXXXX FAMILY INVESTMENTS
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By: Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx, individually and as
joint tenant with Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx, individually and as
joint tenant with Xxxxxxx Xxxxx
S-2
This Agreement and Notice is acknowledged and accepted as of the date first
above written.
ROCK-TENN COMPANY
By:
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Name: Xxxxxx X. XxXxxxxx
Title: Corporate Secretary
S-3
EXHIBIT A
SHARES OF CLASS B COMMON STOCK SUBJECT TO CONVERSION
CLASS B SHAREHOLDER SHARES
-------------------------------------------------------------
Xxxxx Xxxxxxxx 70,000
Xxxxxxx Xxxxxxxx 143,998
Xxxxxxx Xxxxxxxx 163,152
Xxx Xxxxx Xxxxxx 166,510
Xxxxxxx Xxxxxx Xx 1,021,493
Xxxxx Xxxxxx 242,712
Xxxxxx Family Investments, L.P. 743,992
Ormond Riverside L.P. 1,046,100
Xxxxx & Xxxxx, Inc. 362,485
Xxxxxxx Xxxxx & Xxxxxxx Xxxxx (held jointly) 179,101
Xxxxxxx Xxxxx 177,078
Xxxxxxx Xxxxx 112,770
Xxxxx Family Investments 100,000
Xxxxx Xxxxxxxxxx 177,526
Xxxxxxx Xxxxxx 120,498
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TOTAL CLASS B SHARES SUBJECT TO CONVERSION 4,757,415
