1
EXHIBIT (c)(4)
VOTING AGREEMENT
AGREEMENT (the "Agreement"), dated as of May 6, 1999, among Kirtland
Capital Partners III L.P., an Ohio limited partnership ("Parent"), ISN
Acquisition Corporation, a Massachusetts corporation and a wholly owned
subsidiary of Parent ("MergerCo"), and the stockholders of Instron Corporation,
a Massachusetts corporation (the "Company"), signatory hereto (collectively
referred to herein as the "Stockholders" and each, a "Stockholder"). Capitalized
terms used and not defined herein shall have the respective meanings ascribed to
them in the Merger Agreement (as hereinafter defined).
WITNESSETH:
WHEREAS, concurrently with the execution and delivery of this Agreement,
Parent, MergerCo and the Company have entered into an Agreement and Plan of
Merger (as such agreement may hereafter be amended from time to time, the
"Merger Agreement"), providing for the merger of MergerCo and the Company (the
"Merger");
WHEREAS, as of the date hereof each Stockholder (i) is the owner of, and
has full rights to vote, that number of shares (the "Owned Shares") of the
Company's common stock, par value $1.00 per share (the "Common Stock"), and (ii)
is the beneficial owner of that number of shares of Common Stock (the "401(k)
Shares") held for the benefit of such Stockholder in the Instron Corporation
Savings and Security Plan (the "401(k) Plan"), set forth opposite such
Stockholder's name on Schedule I hereto (the Owned Shares, together with the
401(k) Shares, the "Existing Shares," and together with any shares acquired by
such Stockholder in any capacity after the date hereof and prior to the
termination of this Agreement whether upon the exercise of Options or by means
of purchase, dividend, distribution or otherwise (including any shares of Series
B Stock of the Company), the "Shares");
WHEREAS, Parent desires each Stockholder to agree, and each Stockholder is
willing to agree, not to transfer or otherwise dispose of any of such
Stockholder's Shares and to vote, or to direct the voting of, the Shares in a
manner so as to facilitate consummation of the Merger, as provided herein; and
NOW, THEREFORE, in consideration of the foregoing and the mutual
representations, warranties, covenants and agreements contained herein, the
parties hereto agree as follows:
1. TRANSFER OF SHARES.
(a) TRANSFER AND ENCUMBRANCE. Other than as provided herein or in the
Merger Agreement or those certain letter agreements of even date herewith
between the Stockholders signatory thereto and Parent (the "Rollover Letter
Agreements"), until the Expiration Date (as defined below), no Stockholder shall
hereafter (i) sell, tender, transfer, pledge, encumber, assign or otherwise
dispose of any of the Shares, (ii) deposit any Shares into a voting trust or
enter into a voting agreement or arrangement with respect to such Shares or
grant any proxy or power of attorney with respect thereto, (iii) enter into any
contract, option or other arrangement or undertaking with respect to the direct
or indirect sale, transfer, pledge, encumbrance, assignment or other disposition
of any Shares, or (iv) take any action that would make any representation or
warranty of such Stockholder contained herein untrue or incorrect or have the
effect of preventing or disabling such Stockholder from performing such
Stockholder's obligations under this Agreement. As used herein, the term
"Expiration Date" shall mean the earlier to occur of (A) the Effective Time; and
(B) such date and time as the Merger Agreement shall be terminated in accordance
with its terms.
(b) DISCLOSURE. The Stockholders hereby permit Parent and MergerCo to
publish and disclose in the Schedule 13E-3 and the Proxy Statement, if
applicable (including all documents and schedules filed with the SEC), their
identity and ownership of the Shares and the nature of their commitments,
arrangements and understandings under this Agreement.
1
2
2. ADDITIONAL AGREEMENTS.
(a) VOTING AGREEMENT. Each Stockholder shall, at any meeting of the holders
of Common Stock, however called, or in connection with any written consent of
the holders of Common Stock, vote, or shall direct the trustee of the 401(k)
Plan, in accordance with and to the extent permitted under the terms of such
plan, to vote, as applicable, the Shares, (i) in favor of the Merger, the
execution and delivery by the Company of the Merger Agreement and the approval
of the terms thereof and each of the other actions contemplated by the Merger
Agreement and this Agreement and any actions required in furtherance thereof and
hereof, and (ii) against any other Acquisition Proposal.
(b) NO INCONSISTENT ARRANGEMENTS. Each Stockholder hereby covenants and
agrees that, except as contemplated by this Agreement, the Merger Agreement and
the Rollover Letter Agreements, it shall not (i) transfer (which term shall
include, without limitation, any sale, gift, pledge or other disposition), or
consent to any transfer of, any or all of such Stockholder's Shares, Options or
any interest therein, (ii) enter into any contract, option or other agreement or
understanding with respect to any transfer of any or all of such Shares, Options
or any interest therein, (iii) grant any proxy, power-of-attorney or other
authorization in or with respect to such Shares or Options, or (iv) deposit such
Shares or Options into a voting trust or enter into a voting agreement or
arrangement with respect to such Shares or Options.
(c) NO SOLICITATION. Each Stockholder hereby agrees that such Stockholder
will not, directly or indirectly, encourage, solicit, participate in or initiate
discussions or negotiations with, or provide any information to, any
corporation, partnership, person or other entity or group (other than Parent or
any of its affiliates or representatives) concerning any other Acquisition
Proposal, except to the extent that the Company shall be so permitted pursuant
to Section 7.5 of the Merger Agreement. Each Stockholder will immediately cease
any existing activities, discussions or negotiations with any parties conducted
heretofore with respect to any other Acquisition Proposal.
3. REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS. Each Stockholder
hereby represents and warrants to Parent as follows:
(a) OWNERSHIP OF SHARES. Such Stockholder's ownership of the Owned
Shares is set forth on Schedule I. Such Stockholder is the beneficial owner
of the 401(k) Shares, as set forth on Schedule I. On the date hereof, the
Owned Shares constitute all of the Shares owned by such Stockholder. On the
date hereof, the 401(k) Shares constitute all of the Shares beneficially
owned by such Stockholder pursuant to the 401(k) Plan. Except as noted in
Schedule I hereto, such Stockholder has sole voting power and sole power to
issue instructions with respect to the matters set forth in Sections 1 and
2 hereof, sole power of disposition, sole power of conversion and sole
power to agree to all of the matters set forth in this Agreement, in each
case with respect to all of the Owned Shares with no limitations,
qualifications or restrictions on such rights, subject to applicable
securities laws, the Rollover Letter Agreements, and the terms of this
Agreement and the Merger Agreement. Such Stockholder has the sole power to
issue instructions with respect to the matters set forth in Sections 1 and
2 hereof to the trustee of the 401(k) Plan.
(b) POWER; BINDING AGREEMENT. Each Stockholder has the legal capacity,
power and authority to enter into and perform all of such Stockholder's
obligations under this Agreement. The execution, delivery and performance
of this Agreement by such Stockholder will not violate any other agreement
to which such Stockholder is a party. This Agreement has been duly and
validly executed and delivered by such Stockholder and constitutes a valid
and binding agreement of such Stockholder, enforceable against such
Stockholder in accordance with its terms, subject to applicable bankruptcy
or other similar laws relating to creditors' rights and general principles
of equity. There is no beneficiary or holder of a voting trust certificate
or other interest in any trust of which such Stockholder is a trustee whose
consent is required for the execution and delivery of this Agreement or the
consummation by such Stockholder of the transactions contemplated hereby.
(c) NO CONFLICTS. Except for filings under the HSR Act and the
Exchange Act, (i) no filing with, and no permit, authorization, consent or
approval of, any Governmental Entity is necessary for the execution of this
Agreement by such Stockholder and the consummation by such Stockholder of
the transactions
2
3
contemplated hereby and (ii) none of the execution and delivery of this
Agreement by such Stockholder, the consummation by such Stockholder of the
transactions contemplated hereby or compliance by such Stockholder with any
of the provisions hereof (A) conflicts with or results in any breach of any
organizational documents applicable to the Stockholder, (B) results in a
violation or breach of, or constitutes (with or without notice or lapse of
time or both) a default (or gives rise to any third-party right of
termination, cancellation, material modification or acceleration) under,
any of the terms, conditions or provisions of any note, loan agreement,
bond, mortgage, indenture, license, contract, commitment, arrangement,
understanding, agreement or other instrument or obligation of any kind to
which such Stockholder is a party or by which such Stockholder or any of
its properties or assets may be bound, or (C) violates any order, writ,
injunction, decree, judgment, statute, rule or regulation applicable to
such Stockholder or any of its properties or assets.
(d) NO ENCUMBRANCES. Except as set forth in Schedule I hereto or
otherwise permitted by this Agreement, the Shares and the certificates
representing such Shares are now, and at all times during the term hereof
will be, held by such Stockholder, or by a nominee or custodian or, with
respect to the 401(k) Shares, the trustee to the 401(k) Plan, for the
benefit of such Stockholder, free and clear of all Encumbrances, proxies,
voting trusts or agreements, understandings or arrangements or any other
rights whatsoever, except for any such Encumbrances set forth in Schedule I
hereto or arising hereunder, under the Merger Agreement, under the Rollover
Letter Agreements and under the terms of the 401(k) Plan.
(e) NO FINDER'S FEES. No broker, investment banker, financial advisor
or other person is entitled to any broker's, finder's, financial adviser's
or other similar fee or commission in connection with the transactions
contemplated hereby based upon arrangements made by or on behalf of such
Stockholder.
(f) RELIANCE BY PARENT. Each Stockholder understands and acknowledges
that Parent is entering into, and causing MergerCo to enter into, the
Merger Agreement in reliance upon such Stockholder's execution and delivery
of this Agreement.
4. REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGERCO. Each of Parent
and MergerCo hereby represents and warrants to the Stockholders as follows:
(a) POWER; BINDING AGREEMENT. Each of Parent and MergerCo has the
corporate power and authority to enter into and perform all of its
obligations under this Agreement. The execution, delivery and performance
of this Agreement by each of Parent and MergerCo will not violate any other
agreement to which either of them is a party. This Agreement has been duly
and validly executed and delivered by each of Parent and MergerCo and
constitutes a valid and binding agreement of each of Parent and MergerCo,
enforceable against each of Parent and MergerCo in accordance with its
terms.
(b) NO CONFLICTS. Except for filings under the HSR Act and the
Exchange Act, (i) no filing with, and no permit, authorization, consent or
approval of, any Governmental Entity is necessary for the execution of this
Agreement by each of Parent and MergerCo and the consummation by each of
Parent and MergerCo of the transactions contemplated hereby and (ii) none
of the execution and delivery of this Agreement by each of Parent and
MergerCo, the consummation by each of Parent and MergerCo of the
transactions contemplated hereby or compliance by each of Parent and
MergerCo with any of the provisions hereof (A) conflicts with or results in
any breach of any organizational documents applicable to either of Parent
or MergerCo, (B) results in a violation or breach of, or constitutes (with
or without notice or lapse of time or both) a default (or gives rise to any
third-party right of termination, cancellation, material modification or
acceleration) under, any of the terms, conditions or provisions of any
note, loan agreement, bond, mortgage, indenture, license, contract,
commitment, arrangement, understanding, agreement or other instrument or
obligation of any kind to which either of Parent or MergerCo is a party or
by which either of Parent or MergerCo or any of their properties or assets
may be bound, or (C) violates any order, writ, injunction, decree,
judgment, statute, rule or regulation applicable to either of Parent or
MergerCo or any of their properties or assets.
5. WAIVER OF APPRAISAL RIGHTS. Each Stockholder hereby waives his rights
under the Appraisal Rights Provisions with respect to the Shares.
3
4
6. FURTHER ASSURANCES. From time to time, at the other party's request and
without further consideration, each party hereto 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.
7. STOP TRANSFER. The Stockholders shall not request that the Company
register the transfer (book-entry or otherwise) of any certificate or
uncertificated interest representing any of the Shares, unless such transfer is
made in compliance with this Agreement. In the event of a stock dividend or
distribution, or any change in the Common Stock by reason of any stock dividend,
split-up, recapitalization, combination, exchange of shares or the like, the
term "Shares" shall refer to and include the Shares as well as all such stock
dividends and distributions and any shares into which or for which any or all of
the Shares may be changed or exchanged.
8. TERMINATION. The covenants and agreements of the Stockholders contained
in this Agreement with respect to the Shares shall terminate upon the earlier of
(a) the Effective Time and (b) the termination of the Merger Agreement in
accordance with its terms.
9. MISCELLANEOUS.
(a) ENTIRE AGREEMENT. This Agreement, together with the Rollover Letter
Agreements, constitutes the entire agreement between the parties with respect to
the subject matter hereof and supersedes all other prior agreements and
understandings, both written and oral, between the parties with respect to the
subject matter hereof.
(b) BINDING AGREEMENT. This Agreement and the obligations hereunder shall
attach to the Shares and shall be binding upon any person or entity to which
legal or beneficial ownership of such Shares shall pass, whether by operation of
law or otherwise, including, without limitation, a Stockholder's heirs,
guardians, administrators or successors. Notwithstanding any transfer of Shares,
the transferor shall remain liable for the performance of all obligations of the
transferor under this Agreement.
(c) ASSIGNMENT. This Agreement shall not be assigned by operation of law or
otherwise without the prior written consent of the other parties, provided that
Parent may assign, in its sole discretion, its rights and obligations hereunder
to any direct or indirect wholly owned Subsidiary of Parent, but no such
assignment shall relieve Parent of its obligations hereunder if such assignee
does not perform such obligations.
(d) AMENDMENTS, WAIVERS, ETC. This Agreement may not be amended, changed,
supplemented, waived or otherwise modified or terminated, except upon the
execution and delivery of a written agreement executed by the parties hereto.
(e) NOTICES. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly received if given) by hand delivery or telecopy (with a
confirmation copy sent for next day delivery via courier service, such as
Federal Express), or by any courier service, such as Federal Express, providing
proof of delivery. All communications hereunder shall be delivered to the
respective parties at the following addresses:
If to a Stockholder: to such Stockholder's address set forth on Schedule
I hereto
With a copy to: Xxxxxxx, Procter & Xxxx XXX
Xxxxxxxx Xxxxx
Xxxxxx, XX 00000
Attention: Xxxxxx X. Cable, P.C.
Xxxxxx X. Xxxxxxx III, P.C.
Telephone No.: (000) 000-0000
Telecopy No.: (000) 000-0000
4
5
and
Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
Xxx Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxxxx, Esq.
Telephone No.: (000) 000-0000
Telecopy No.: (000) 000-0000
and
Xxxxxxx Xxxx LLP
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxx X. Xxxxxxxxxxxx, Esq.
Telephone No.: (000) 000-0000
Telecopy No.: (000) 000-0000
If to a Parent or MergerCo: Kirtland Capital Partners III L.P.
0000 XXX Xxxxxx Xxxx
Xxxxx 000
Xxxxxxxxxx Xxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxxxxx
Telephone No.: (000) 000-0000
Telecopy No.: (000) 000-0000
With a copy to: Xxxxx, Day, Xxxxxx & Xxxxx
000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxx, Esq.
Telephone No.: (000) 000-0000
Telecopy No.: (000) 000-0000
or to such other address as the person to whom notice is given may have
previously furnished to the others in writing in the manner set forth above.
(f) SEVERABILITY. Whenever possible, each provision or portion of any
provision of this Agreement will be interpreted in such manner as to be
effective and valid under applicable law but if any provision or portion of any
provision of this Agreement is held to be invalid, illegal or unenforceable in
any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality or unenforceability will not affect any other provision
or portion of any provision in such jurisdiction, and this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision or portion of any provision had never been
contained herein.
(g) SPECIFIC PERFORMANCE. Each of the parties hereto recognizes and
acknowledges that a breach by it of any covenants or agreements contained in
this Agreement will cause the other party to sustain damages for which it would
not have an adequate remedy at law for money damages, and therefore in the event
of any such breach the aggrieved party shall be entitled to the remedy of
specific performance of such covenants and agreements and injunctive and other
equitable relief in addition to any other remedy to which it may be entitled, at
law or in equity.
(h) REMEDIES CUMULATIVE. All rights, powers and remedies provided under
this Agreement or otherwise available in respect hereof at law or in equity
shall be cumulative and not alternative or exclusive, and the exercise of any
thereof by any party shall not preclude the simultaneous or later exercise of
any other such right, power or remedy by such party.
(i) NO WAIVER. The failure of any party hereto to exercise any right, power
or remedy provided under this Agreement or otherwise available in respect hereof
at law or in equity, or to insist upon compliance by any other
5
6
party hereto with its obligations hereunder, and any custom or practice of the
parties at variance with the terms hereof, shall not constitute a waiver by such
party of its right to exercise any such or other right, power or remedy or to
demand such compliance.
(j) NO THIRD PARTY BENEFICIARIES. Subject to the provisions of Section
9(c), this Agreement is not intended to be for the benefit of, and shall not be
enforceable by, any person or entity who or which is not a party hereto.
(k) CHOICE OF LAW/CONSENT TO JURISDICTION. All disputes, claims or
controversies arising out of this Agreement, or the negotiation, validity or
performance of this Agreement shall be governed by and construed in accordance
with the laws of the Commonwealth of Massachusetts without regard to its rules
of conflict of laws. Each of Parent, MergerCo and the Stockholders hereby
irrevocably and unconditionally consents to submit to the sole and exclusive
jurisdiction of the courts of the Commonwealth of Massachusetts and of the
United States District Court for the District of Massachusetts (the
"Massachusetts Courts") for any litigation arising out of or relating to this
Agreement, or the negotiation, validity or performance of this Agreement (and
agrees not to commence any litigation relating thereto except in such courts),
waives any objection to the laying of venue of any such litigation in the
Massachusetts Courts and agrees not to plead or claim in any Massachusetts Court
that such litigation brought therein has been brought in any inconvenient forum.
Each of the parties hereto agrees, (a) to the extent such party is not otherwise
subject to service of process in the Commonwealth of Massachusetts, to appoint
and maintain an agent in the Commonwealth of Massachusetts as such party's agent
for acceptance of legal process, and (b) that service of process may also be
made on such party by prepaid certified mail with a proof of mailing receipt
validated by the United States Postal Service constituting evidence of valid
service. Service made pursuant to (a) or (b) above shall have the same legal
force and effect as if served upon such party personally within the Commonwealth
of Massachusetts. For purposes of implementing the parties' agreement to appoint
and maintain an agent for service of process in the Commonwealth of
Massachusetts, each such party does hereby appoint CT Corporation, 0 Xxxxxx
Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, as such agent.
(l) DESCRIPTIVE HEADINGS. The descriptive headings used herein are inserted
for convenience of reference only and are not intended to be part of or to
affect the meaning or interpretation of this Agreement.
(m) COUNTERPARTS. This Agreement may be executed in counterparts, each of
which shall be deemed to be an original, but all of which, taken together, shall
constitute one and the same Agreement.
(n) NO AGREEMENT UNTIL EXECUTED. Irrespective of negotiations among the
parties or the exchanging of drafts of this Agreement, this Agreement shall not
constitute or be deemed to evidence a contract, agreement, arrangement or
understanding among the parties hereto unless and until (i) the Board of
Directors of the Company has approved, for purposes of Chapter 110F of the
Massachusetts General Laws and any applicable provision of the Company's
articles of organization, the terms of this Agreement, including, without
limitation, the voting provisions set forth in Section 2(a) of this Agreement,
and (ii) this Agreement is executed by the parties hereto.
(o) CONCERNING SERIES B STOCK. The Stockholders hereby irrevocably waive
any and all rights to the payment of any dividends or distributions on the
Series B Stock.
6
7
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly
executed as of the day and year first above written.
KIRTLAND CAPITAL PARTNERS III L.P.
By: Kirtland Partners Ltd.,
its General Partner
By: /s/ XXXXXXX X. XXXXXXXXX
------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Managing Member
ISN ACQUISITION CORPORATION
By: /s/ XXXXXXX X. XXXXXXXXX
------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: President
STOCKHOLDERS:
/s/ XXXXXX X. XXXX
--------------------------------------
Xxxxxx X. Xxxx
/s/ XXXXXX XXXXXXX
--------------------------------------
Xxxxxx Xxxxxxx
XXXXXX XXXXXXX TRUST
By: /s/ XXXXXX XXXXXXX
------------------------------------
Name: Xxxxxx Xxxxxxx, as Trustee
-and-
By: /s/ XXXXXX XXXXXXX
------------------------------------
Name: Xxxxxx Xxxxxxx, as Trustee
/s/ XXXXXX X. XXXXXX
--------------------------------------
Xxxxxx X. Xxxxxx
/s/ XXXXXXX X. XXXXXXXX
--------------------------------------
Xxxxxxx X. Xxxxxxxx
/s/ XXXX X. XXXXXXX
--------------------------------------
Xxxx X. Xxxxxxx
/s/ XXXXXXXX X. XXXX
--------------------------------------
Xxxxxxxx X. Xxxx
7
8
THE XXXXXXXX X. XXXX TRUST -- 1965
By: /s/ XXXXXXX XXXXXXXX
------------------------------------
Name: Xxxxxxx Xxxxxxxx, as Trustee
/s/ XXXXX XXXXXXXXXXX
--------------------------------------
Xxxxx Xxxxxxxxxxx
/s/ XXXXXX X. XXXXXXX
--------------------------------------
Xxxxxx X. Xxxxxxx
XXXXXX X. XXXXXXX TRUST
By: /s/ XXXXXX XXXXXXX
------------------------------------
Name: Xxxxxx Xxxxxxx, as Trustee
/s/ XXXXX XXXXXXX
--------------------------------------
Xxxxx Xxxxxxx
XXXXXXXX XXXXXXX
By: /s/ XXXXXX X. XXXXXXX
------------------------------------
Name: Xxxxxx X. Xxxxxxx, as Custodian
XXXXX XXXXXXX
By: /s/ XXXXXX X. XXXXXXX
------------------------------------
Name: Xxxxxx X. Xxxxxxx, as Custodian
XXXXXXXXX XXXXXXX
By: /s/ XXXXXX X. XXXXXXX
------------------------------------
Name: Xxxxxx X. Xxxxxxx, as Custodian
/s/ XXXXX X. XXXXXXXXX
--------------------------------------
Xxxxx X. XxXxxxxxx
/s/ XXXXXXX X. XXXXXXXX
--------------------------------------
Xxxxxxx X. Xxxxxxxx
/s/ XXXXXX X. MOULDING
--------------------------------------
Xxxxxx X. Moulding
8
9
XXXXXX X. & XXXX X. MOULDING,
AS JOINT TENANTS
By: /s/ XXXXXX X. MOULDING
------------------------------------
Name: Xxxxxx X. Moulding, as Joint
Tenant
-and-
By: /s/ XXXX X. MOULDING
------------------------------------
Name: Xxxx X. Moulding, as Joint
Tenant
/s/ XXXXXX X. XXXXX
--------------------------------------
Xxxxxx X. Xxxxx
/s/ XXXXXXX XXXXX
--------------------------------------
Xxxxxxx Xxxxx
/s/ XXXXX X. XXXX
--------------------------------------
Xxxxx X. Xxxx
9
10
SCHEDULE I
NAME AND ADDRESS OF STOCKHOLDERS NUMBER OF OWNED SHARES NUMBER OF 401(k) SHARES
-------------------------------- ---------------------- -----------------------
Xxxxxx X. Xxxx.................................... 259,206* 0
c/o Instron Corporation
000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxxxx Xxxxxxx.................................... 37,005** 0
c/o Instron Corporation
000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxxxx Xxxxxxx Trust.............................. 492,814*** 0
c/o Instron Corporation
000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxxxx X. Xxxxxx.................................. 29,000 4,215
c/o Instron Corporation
000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxxxxx X. Xxxxxxxx............................... 25,328 11,273
c/o Instron Corporation
000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxx X. Xxxxxxx................................... 25,000 2,553
c/o Instron Corporation
000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxxxxxx X. Xxxx.................................. 82,014 3,437
c/o Instron Corporation
000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
The Xxxxxxxx X. Xxxx Trust -- 1965................ 60,750 0
c/o Instron Corporation
000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxxx Xxxxxxxxxxx................................. 25,000 1,892
c/o Instron Corporation
000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxxxx X. Xxxxxxx................................. 34,775 8,100
c/o Instron Corporation
000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxxxx X. Xxxxxxx Trust........................... 15,186 0
c/o Instron Corporation
000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxxx Xxxxxxx..................................... 1,000 0
c/o Instron Corporation
000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxxxxxx Xxxxxxx.................................. 17,575 0
c/o Instron Corporation
000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
10
11
NAME AND ADDRESS OF STOCKHOLDERS NUMBER OF OWNED SHARES NUMBER OF 401(k) SHARES
-------------------------------- ---------------------- -----------------------
Xxxxx Xxxxxxx..................................... 10,800 0
c/o Instron Corporation
000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxxxxxxx Xxxxxxx................................. 11,825 0
c/o Instron Corporation
000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxxx X. XxXxxxxxx................................ 211,112 4,413
c/o Instron Corporation
000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxxxxx X. Xxxxxxxx............................... 20,500 49
c/o Instron Corporation
000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxxxx X. Moulding................................ 25,000 6,476
c/o Instron Corporation
000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxxxx X. & Xxxx X. Moulding,..................... 13,547 0
as Joint Tenants
c/o Instron Corporation
000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxxxx X. Xxxxx................................... 26,720 0
c/o Instron Corporation
000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxxxxx Xxxxx..................................... 2,000 0
c/o Instron Corporation
000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxxx X. Xxxx..................................... 91,550 0
c/o Instron Corporation
000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
---------------
* 4,200 of these shares are held in street name in a cash account at Xxxxxx
Xxxxxxx.
** 23,775 of these shares are held in a margin account at PaineWebber
Incorporated and 13,020 of these shares are held in street name in a margin
account at Xxxxxx Xxxxxxx.
*** Xxxxxx Xxxxxxx and Xxxxxx Xxxxxxx, as Trustees, have shared voting and
dispositive power with respect to these shares. 255,797 of these shares are
held in street name a margin account at BT Alex. Xxxxx Incorporated.
11
