Exhibit 2
Section 14.68 VOTING TRUST AGREEMENT
Voting Trust Agreement made and entered into this 29th day of
December, 1992, by and between Xxxxxxx X. Xxxxx, Xxxxxxxx Xxxxx, Xxxxx X.
Xxxxx, Xxxxxxxx X. Xxxxxxxx, Xxxxx X. Solvang and Xxxx X. Xxxxx, as
depositors ("Depositors") and Xxxxxxx X. Xxxxx, as trustee ("Trustee"),
WITNESSETH:
WHEREAS, the Depositors are owners and holders of common stock
of Christiana Companies, Inc., a Wisconsin corporation, having its
principal office at Milwaukee, Wisconsin ("Corporation"); and
WHEREAS, the Depositors deem it advisable and for the best
interests of themselves and the Corporation to insure continuity and
stability of management of the Corporation and to protect their collective
interests in the Corporation;
NOW, THEREFORE, in consideration of the mutual covenants of the
parties herein made and the mutual benefits to be derived from this
agreement, the parties hereby agree as follows:
1. Deposit of Stock.
1.01. Each Depositor hereby agrees to deposit with the Trustee
simultaneously with the execution of this agreement certificates
representing the number of shares of common stock of Corporation as set
forth after their names below:
Shareholder Number of Shares
Xxxxxxx X. Xxxxx 450,000
Xxxxxxxx Xxxxx 450,000
Xxxxx X. Xxxxx 450,000
Xxxxxxxx X. Xxxxxxxx 450,000
Xxxxx X. Solvang 450,000
Xxxx X. Xxxxx 450,000
---------
Total Shares: 2,700,000
=========
The Trustee hereby covenants and agrees that he will receive and will hold
said stock, and such additional common stock or other securities of the
Corporation as may be hereinafter transferred, assigned and set over unto
them as hereinafter provided, in trust to be held, used, transferred and
disposed of by them for the uses and purposes and upon the terms and
conditions set forth herein.
1.02. At the time of deposit by the Depositors of the stock
certificates with the Trustee, the Depositors shall sell, assign and
transfer to the Trustee, his successors and assigns, by proper
endorsement, the full legal title to all such stock and the Trustee and
his successor shall thereby have and be vested with all of the rights and
powers of the owner and holder of such stock, with full rights and powers
of whatever nature necessary to enable the Trustee to exercise the powers
vested in him under this agreement. The Trustee shall issue to the
Depositors trust certificates ("Trust Certificates") for the stock
transferred by them to the Trustee in substantially the form hereto
annexed marked "Exhibit A." Such Trust Certificates shall be signed by
the Trustee.
1.03. The Trust Certificates issued hereunder shall be
transferable only on the books of the Trustee under such regulations as
the Trustee may make in writing, and the Trustee may at all times and for
all purposes treat the registered owner ("Beneficiary") of each
outstanding Trust Certificate as the sole owner thereof.
1.04. In case any Trust Certificate issued under this agreement
shall become mutilated, destroyed, stolen or lost, the Trustee shall issue
duplicate, which shall be so marked, and the Trustee may, as a condition
precedent to the issuance of such duplicate, require the applicant to
furnish to them satisfactory evidence of such mutilation, destruction,
theft or loss, together with such indemnity as they shall require.
1.05. If any individual shall at any time after the date hereof
acquire additional common stock of the Corporation, not subject to the
provisions of Article 2 hereof, such individual may at his option, with
the consent the Trustee (which may be given or withheld in the absolute
discretion of the Trustee), elect to subject such common stock to the
provisions of this agreement. Such individual shall then be considered a
"Depositor."
1.06. This Trust shall be known as the "Lubar Family Voting
Trust."
2. Proceeds Received.
2.01. If the Trustee receives any dividend or other distribution
of cash or property, other than common or other voting securities,
including any stock which may become voting stock, upon the happening of
any specified contingency, upon or by reason of the stock held by the
Trustee hereunder or proceeds on the sale of any stock, the Trustee shall
immediately make pro rata distribution of such dividend, distribution or
proceeds to the Beneficiaries as their respective interests appeared as of
the record date of such dividend or other distribution. In case of
dividends or distribution of common stock or other voting securities, such
stock or securities shall be added to the stock held by the Trustee
hereunder and Trust Certificates evidencing such stock shall be
distributed to the Beneficiaries in proportion to their respective
interests on the record date for such dividend or distribution of the
stock deposited hereunder. Prior to making any distribution of cash,
stock or other property to the Beneficiaries, the Trustee may retain
therefrom a sufficient part, either in cash, stock or property, to meet
the expenses and obligations of the trust.
2.02. In lieu of receiving cash dividends upon the stock
deposited hereunder and paying the same to the Beneficiaries as described
in Section 2.01, the Trustee may instruct the corporation in writing to
pay such dividends directly to the Beneficiaries. From and after the
corporation's receipt of such instructions and until the Trustee revokes
such instructions by delivering written notice to the corporation, the
corporation may rely upon such instructions. The Trustee may at any time
revoke such instructions and by written notice to the corporation, direct
it to make dividend payments to the Trustee.
2.03. If, in case of reorganization, merger, consolidation or
other change in the Corporation, the Trustee shall receive stock in any
reorganized, merged, consolidated, new or different corporation in
exchange for the stock deposited or held hereunder, the Trustee shall hold
any voting stock or securities if they constitute ten percent (10%) or
more of the voting power of such new or different corporation, subject to
the same rights and obligations as the stock deposited hereunder. Any
non-voting securities or the voting securities, if they constitute less
than ten percent (10%) of the outstanding voting power, the Trustee shall
distribute such stock to the Beneficiaries as their respective interests
appear.
3. Powers and Obligations of the Trusts.
3.01. The Trustee, in respect to the stock deposited or held by
him hereunder, is hereby vested as owner of such stock (without limitation
except as herein otherwise expressly provided) with all of the rights,
powers and privileges of every kind and character of an owner thereof,
including, without limiting the generality of the foregoing, the right to
vote the same, either in person or by proxy, for every purpose, and to
sell the same. Notwithstanding the foregoing, after five years from the
date hereof, the Trustee may not sell the stock without the approval of
the beneficial owner.
3.02. Any Trustee, individually or otherwise, may hold common
stock of the Corporation or Trust Certificates issued hereunder and,
individually or as a Trustee, may vote for himself as a director and/or
officer of the Corporation and participate in fixing the amount of
compensation therefor or as an employee of the Corporation, and any
Trustee, or any firm of which he is a member, or a Corporation in which he
is a shareholder or officer or in which he may otherwise be interested,
may contract with the corporation or the Trustee or be or become
pecuniarily interested in any matter or transaction to which the
Corporation or the Trustee may be a party, as fully as though such person
were not a trustee hereunder.
4. Trustee.
4.01. The initial Trustee shall be Xxxxxxx X. Xxxxx.
4.02. In the event that Xxxxxxx X. Xxxxx shall, for any reason,
cease or be unable to act as Trustee hereunder, Xxxxx X. Xxxxx shall act
as successor-Trustee in the place and stead of said Xxxxxxx X. Xxxxx. In
the event that neither Xxxxxxx X. Xxxxx or Xxxxx X. Xxxxx, for any reason,
shall decline, cease or be unable to act, the trust shall terminate and
the assets shall be distributed to the Beneficiaries in accordance with
their interests.
4.03. Any Trustee may resign by mailing a written notice of his
resignation to all of the Beneficiaries.
5. Amendment and Termination.
5.01. This agreement may be amended consistent with the general
plan of the trust by consent of the Trustee and holders of two-thirds
beneficial interest in the trust, except that no change of the terms of
the trust, as provided in 5.02, may be made without approval of all
Beneficiaries.
5.02. This agreement may be terminated at any time by the Trustee
at his discretion and upon notice to the Beneficiaries. If not so
terminated, this agreement shall continue in full force and effect for a
period of twenty (20) years form the date hereof, except that
(i) upon vote of five (5) of the six (6) original depositors or
eighty-two percent (82%) of the holders of beneficial interest, the
trust may be terminated at any time;
(ii) upon the vote of four (4) of the six (6) original
depositors or two-thirds (2/3) of the holders of beneficial interest,
the trust may be terminated after five (5) years from the date hereof
upon twelve (12) months' notice to the Trustee;
(iii) after ten (10) years form the date hereof, any
individual Beneficiary may, upon six (6) months' notice, terminate
his or her interest.
5.03. Whenever this agreement shall be terminated, as herein
provided, the rights of all parties hereunder shall terminate except the
right of the holders of Trust Certificates to their distributive shares of
the proceeds of the trust as hereinafter in paragraph 5.04 provided.
5.04. At any time upon agreement of the Trustee and a
Beneficiary, some or all of the stock representing such Beneficiary's
interest, may be withdrawn from the Trust.
5.05. In case of termination of this agreement in its entirety or
as to a Beneficiary, each Beneficiary, upon payment of his or her pro rata
share of the costs, expenses, disbursements and outlays of the Trustee, to
be determined by and in the absolute discretion of the Trustee, shall,
upon surrender to the Trustee of his or her Trust Certificate or
Certificates, properly endorsed in blank, or upon such other receipt or
voucher as the Trustee shall deem sufficient, be entitled to his or her
pro rata portion, as determined by the Trustee, of all property,
securities and cash held by or for the Trustee hereunder. Beneficiaries,
by the receipt of their respective pro rata portions or part of any
property, securities or cash distributed by the Trustee, shall thereby
release and discharge the Trustee, his agents and attorneys, from all
liability and accountability under this agreement of every kind, character
and description whatsoever. The Trustee may make delivery or distribution
of such stock, assets or other property to the person or persons whose
names appear upon the books of the Trustee as the owners of Trust
Certificates, and in making such delivery they shall be fully protected
notwithstanding they do not require surrender or production of such Trust
Certificates.
6. Notices.
6.01. Any and all notices herein provided for shall be in writing
and may be personally delivered or shall be given by mailing such notice
by first-class mail to the address of the person or Corporation to whom
such notice is given as shown upon the records of the Trustee.
6.02. Any notice may be waived by written document to that
effect. Notice of any meeting will be deemed waived by all attending the
meeting.
7. Miscellaneous.
7.01. The Trustee may construe this agreement and his
construction made in good faith shall be conclusive and binding upon the
parties hereto, and the Trustee may correct defects and omissions in this
agreement and make such modifications as in his judgment may be deemed
necessary or proper to carry out the same properly and effectively, and
their judgment as to expediency or necessity shall be final. The Trustee
may make such regulations as in his judgment may be deemed necessary or
proper to carry out the same properly and effectively.
7.02. No Trustee shall be liable or responsible in any event
hereunder except for his own individual personal malfeasance, nor shall
any trustee, whether original or successor or substitute, at any time be
required to give or file any bond in order to qualify or continue as a
trustee hereunder, unless the giving of such bond be directed by the
Trustee, in which event the cost of such bond shall be considered and
treated as an expense of the trust.
7.03. If any provision of this agreement shall under any
circumstances be deemed invalid or inoperative to any extent, it is agreed
and understood that such invalidity shall not invalidate the whole
agreement, but the agreement shall be construed as not containing any
provision or provisions so deemed invalid and inoperative, and the rights
and obligations of the parties shall be construed and enforced
accordingly.
7.04. This agreement shall be executed in counterparts by the
Depositors and the original Trustee as originally constituted. At least
one of such counterparts and a copy of all amendments to this agreement
shall be retained by the Trustee at all times.
IN WITNESS WHEREOF, the parties have hereunto affixed their
signatures and seals as of the day and year first above written.
DEPOSITORS TRUSTEE
/s/ Xxxxx X. Xxxxx /s/ Xxxxxxx X. Xxxxx
/s/ Xxxxxxxx X. Xxxxx
/s/ Xxxx X. Xxxxx
/s/ Xxxxxxxx X. Xxxxxxx
/s/ Xxxxx X. Solvang
/s/ Xxxxxxx X. Xxxxx
EXHIBIT A
No. __________ __________ Shares
TRUST CERTIFICATE
____________________ (or his predecessor in interest) has
deposited with the undersigned Trustee ____________ (__________) shares of
common stock of Christiana Companies, Inc.
Such stock was deposited and this certificate is issued under
and pursuant to the terms of a certain Trust Agreement relating to such
common stock, dated as of _______________, 19___, and now on file with the
undersigned Trustee, and the successive holders of this certificate are
entitled to the rights, benefits and privileges and this certificate is
subject to the terms, provisions, and conditions of the above-mentioned
trust agreement.
This certificate is transferable only on the books of the
Trustee. The Trustee, named in such Trust Agreement, at all times and for
all purposes and irrespective of notice to the contrary may regard the
registered holders, as the name of such registered holder appears on the
books of the Trustee, as the sole owner of all rights hereunder.
This Trust Certificate has not been registered under the Securities
Act of 1933, as amended, and may not be sold or otherwise transferred
without registration under such act or an exemption from registration.
Dated at _____________, _____________ this ____ day of _____________,
19___.
(Trustee)
(Address)
(Back of Certificate)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto ______________________ all his interest in the common stock
of _________________________________ evidenced by the within Trust
Certificate and all other rights represented thereby, subject to the Trust
Agreement dated as of _______________, 19___, in said certificate
mentioned, and hereby authorizes the Trustee to transfer said certificate
on their books and to issue in lieu thereof to said assignee a new
certificate or certificates in accordance with this assignment and with
said agreement.
Dated ____________________, 19__.
(Seal)
In presence of: