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EXHIBIT (2)
VOTING TRUST AGREEMENT
THIS AGREEMENT executed this 15th day of January l997 effective as of
the 1st day of February 1997 (hereinafter referred to as the "Effective Date"),
by and between those holders of Common Shares of SIFCO Industries, Inc. who
sign this Agreement (hereinafter sometimes collectively called the "Signing
Shareholders" and individually called "Signing Shareholder"), and XXXXXX XXXXXXX
and XXXXXXX X. XXXXX, III, as Trustees and their successors in trust (said named
Trustees and their successors being hereinafter called the "Trustees");
WITNESSES THAT:
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WHEREAS, each Signing Shareholder represents that he (the masculine
pronoun wherever used in this Agreement being intended to include the feminine)
owns the number of Common Shares of the Company set opposite his signature below
and deems it to be in his best interest to renew, continue and extend the Voting
Trust Agreement in effect with respect to his shares of the Company and maintain
on deposit hereunder the certificates evidencing his ownership of said shares in
order to continue the stability of management of the Company which the Signing
Shareholders believe should be continued for the benefit and protection of the
Company and its present and future shareholders;
NOW, THEREFORE, the Signing Shareholders hereof agree each with the
others, and each for himself and his heirs, administrators, successors and
assigns as follows:
1. DEPOSIT OF SHARE CERTIFICATES. As with the Voting Trust Agreements in
the past, each Signing Shareholder will continue to have their Common Shares of
the Company on deposit with the Trustees a certificate or certificates
(hereinafter called "share certificates") for the number of Common Shares of the
Company set opposite his signature below, so endorsed or accompanied by such
instrument or instruments of transfer as to maintain ownership of said shares in
the
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Trustees; and shall likewise deposit hereunder each and every share certificate
for Common Shares of the Company which he may hereafter acquire.
2. DELIVERY OF TRUST CERTIFICATES. The Trustees have heretofore, and
from time to time in the future, upon the deposit with the Trustees by a Signing
Shareholder of new share certificates acquired by him, and upon his payment of
any and all transfer taxes required in connection therewith, the Trustees will
deliver, or cause to be delivered, to such Signing Shareholder voting trust
certificates (hereinafter called "Trust Certificates") for the number of Common
Shares so deposited in substantially the form shown in Exhibit A, attached
hereto and made a part hereof.
3. TRANSFER OF TRUST CERTIFICATES. Each Trust Certificate issued
hereunder and the interest in shares represented thereby shall be transferable
only upon the books of the Trustees by the registered holder in person or by
attorney upon surrender of the same properly endorsed or accompanied by a
properly executed instrument of transfer and upon payment of any transfer taxes
payable on such transfer, and in accordance with rules established for that
purpose by the Trustees. Each transfer so made shall vest in the transferee all
right and interest of the transferor in and under the Trust Certificate and this
Agreement with respect to the number of shares which the endorsement or transfer
evidences; and thereupon the Trustees will deliver, or cause to be delivered, to
the person or persons entitled, a new Trust Certificate or Certificates for the
number or numbers of interests in Common Shares of the Company indicated by the
endorsement or instrument of transfer. Until such transfer, the Trustees may
treat the registered holder of a Trust Certificate as the owner thereof for all
purposes whatsoever. The transfer books for the Trust Certificates may be closed
by the Trustees at any time prior to the payment or distribution of dividends or
for any other purpose. Each transferee of a Trust Certificate issued hereunder
shall by the acceptance of a Trust Certificate become a party hereto with like
effect as though a Signing Shareholder and shall be embraced within the meaning
of the terms "Trust Certificate holder" or "holder of a Trust Certificate"
wherever used herein.
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4. LOST TRUST CERTIFICATE. The holder of any Trust Certificate shall
immediately notify the Trustees of any loss, destruction or mutilation of the
same, and the Trustees may, in their discretion, cause a new Trust Certificate
to be issued to such holder for the same number of shares either upon the
surrender of the mutilated certificate or, in the case of loss or destruction,
upon satisfactory proof thereof and the giving of a bond in such form and amount
and with such sureties, if any, as the Trustees may require.
5. TITLE AND RIGHTS OF TRUSTEES. Title to all Common Shares of the
Company deposited hereunder shall remain vested in the Trustees, and title to
any new shares deposited hereunder may be transferred to the Trustees or their
nominees on the books of the Company, provided that as holders of such shares
the Trustees assume no liability as shareholders of the Company, their interest
therein and hereunder being as Trustees only. Nonetheless the Trustees shall,
in respect of all shares so held by them, possess and be entitled to exercise,
in their discretion, all rights of common shareholders of every kind and
character, including, but not limited to, the right to receive dividends on said
shares, the right to vote by proxy or otherwise such shares and to take part
in or consent in writing or otherwise to any corporate or shareholders' action,
including, but not limited to, the adoption of any amended Articles of
Incorporation or regulations of the Company or any amendment to such Articles or
regulations, the election of directors of the Company, the dissolution of the
Company, the merger or consolidation of the Company with any other corporation,
the sale or other disposition of all, or substantially all, of the assets of the
Company or the creation of any new class of shares having priority over the
Common Shares in respect of dividends or liquidating distributions or otherwise;
except that they shall not sell, pledge, hypothecate, mortgage or place a lien
or charge upon any of the shares deposited hereunder or subject hereto.
6. DIVIDEND AND COMPARABLE RIGHTS OF TRUST CERTIFICATE HOLDER. The
registered holder of each Trust Certificate shall be entitled to receive as soon
as practicable after the receipt by the Trustees of each dividend on the shares
hereunder, the amount of the dividend so received by the Trustees in cash or in
kind upon the number of
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Common Shares specified in each Trust Certificate; provided that the
Trustees may, in their discretion, authorize and empower the Company or its
dividend disbursing agent to make payment or distribution of such dividend
directly to the registered holders of the outstanding Trust Certificates.
However, in the event that the Company shall issue any voting shares of the
Company by way of a stock split or a stock dividend then such voting shares so
issuable with respect to all shares held by the Trustees shall be received and
held by the Trustees and shall be deemed for all the purposes of this Agreement
to have been deposited hereunder, and the Trustees shall issue to each
registered holder of a Trust Certificate an additional Trust Certificate
evidencing his appropriate interest in the number of voting shares so received
and held. For the purposes of this Agreement, no shares having voting rights
only in certain events (such as, but not limited to, the occurrence of a default
in the payment of preferential dividends) shall be deemed to be voting shares.
7. SUBSCRIPTION RIGHTS. In case any stock or other securities of the
Company are offered for subscription to the holders of shares of the Company
deposited hereunder, the Trustees, promptly upon receipt of notice of such
offer, shall mail or deliver a copy thereof to each registered holder of a Trust
Certificate. If at least five (5) days prior to the last day on which such
subscription can be made, the Trustee shall receive a request from any Trust
Certificate holder to subscribe in his behalf for a stated amount of such stock
or securities, together with the sum of money required to pay for the same, the
Trustees shall make such subscription and the necessary payment, and upon
receiving from the Company the stock or securities so subscribed for, shall
issue to such Trust Certificate holder a new Trust Certificate in respect
thereof if the same be voting shares, but if the same not be voting shares the
Trustees shall mail or deliver the stock or securities received from the Company
to the Trust Certificate holder in whose behalf the subscription is made or may
instruct the Company to make delivery thereof directly to said Trust Certificate
holder; provided, however, that if the aggregate amount of such stock or
securities which the Trustees shall be so requested to subscribe for shall
exceed the total amount which the Trustees have the right to subscribe for as
shareholders of the
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Company under the terms of the Company's offer, then the Trustees shall first,
on behalf of each requesting Trust Certificate holder, subscribe for that amount
which, under the terms of the Company's offer, he would have had the right to
subscribe for if he had held directly the number of shares represented by his
Trust Certificate or Certificates; and any balance of such stock or securities
then additionally available for subscription by the Trustees shall be subscribed
for on behalf of each additionally requesting Trust Certificate holder in the
proportion which the amount of his additional request bears to the total amount
of additional requests received by the Trustees.
8. DISSOLUTION OF COMPANY. In the event of the dissolution or total or
partial liquidation of the Company, whether voluntary or involuntary, the
Trustees shall receive the moneys, securities, rights or property to which the
holders of shares of the Company deposited hereunder are entitled and shall
distribute the same among the registered holders of the Trust Certificates in
proportion to their interests as shown by the Trustees' books, or the Trustees
may in their discretion deposit the same with any bank or trust company doing
business in Cleveland, Ohio, with instructions to distribute the same as above
provided, and upon such deposit all further obligations or liabilities of the
Trustees in respect of the moneys, securities, rights or property so deposited
shall cease.
9. REORGANIZATION OF COMPANY. In the event the Company is merged into or
consolidated with another corporation or all or substantially all of the assets
of the Company are transferred to another corporation, then and thereafter the
term "Company" for all purposes of this Agreement shall be taken to include such
other corporation, and the Trustees shall receive and hold under this Agreement
any voting shares of such other corporation received on account of the stock
held hereunder prior to such merger, consolidation or transfer. Trust
Certificates issued and outstanding under this Agreement at the time of such
merger, consolidation, or transfer may remain outstanding or the Trustees may,
in their discretion, substitute for such Trust Certificates new Trust
Certificates in appropriate form, the term "shares" as used herein shall be
taken to include any stock which may be received by the Trustees in lieu of all
or any part of the shares of the Company theretofore deposited hereunder.
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10. ACTION BY TRUSTEES. No action will be taken without the agreement of
both Trustees. In the event the Trustees are unable to come to agreement, the
issue will be decided by a vote of all the Trust Certificate holders, with a
simple majority necessary for passage.
11. RECEIPTS AND SAFEKEEPING. Xxxxxx X. Xxxxxxxxx, or such other person,
either corporate or individual, as the Trustees may from time to time appoint
for the purpose, shall have the authority and responsibility as agent of the
Trustees for receiving and safekeeping share certificates, securities and other
property or money deposited with or from time to time held by the Trustees. Such
person shall also be responsible for issuing Voting Trust Certificates to the
shareholders and notifying the Company's transfer agent of any changes of
records with respect to dividends.
12. PRIVILEGES AND RESPONSIBILITIES OF TRUSTEES. In voting the shares
deposited hereunder or in doing any act with respect to the control or
management of the Company or its affairs or in otherwise acting hereunder, the
Trustees shall exercise their best judgment; but they assume no responsibility
in respect to any action taken by them or their agents, and no Trustee shall
incur any responsibility for any error or deed of commission or omission except
for his own willful misconduct. No Trustee shall be required to give any bond or
other security for the discharge of his duties. Any Trustee may act as a
director or officer of the Company or of any affiliated company and may vote for
himself as such director or officer, and he or any company or firm with which he
may be connected as shareholder, director, officer or partner or otherwise may
contract with the Company or with any company or firm affiliated with it or be
or become pecuniarily interested in any matter or action to which the same may
be a party or in which the same may in any way be interested as fully as though
he were not a Trustee. Any Trustee may be a holder of or interested in Trust
Certificates issued hereunder.
13. SUCCESSOR TRUSTEES. Each Signing Shareholder shall, after his
signature, add the last initial of the ancestor of such Signing Shareholder who
was a child of Xxxxxxx X. Xxxxx, Xx. A Trustee may only be removed by a writing
signed by a majority in interest of the Certificate holders who are issue
(including children by adoption),
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spouse or spouse of issue of the same child of Xxxxxxx X. Xxxxx, Xx. as the
original named Trustee or the Trustee with respect to whom the Trustee is a
successor. Any Trustee may resign in writing. Any such resignation or removal
shall take effect at a time fixed in the writing not less than thirty (30) days
after the same is delivered to the other Trustees or Trustee, or at such earlier
time as shall be accepted by all of the Trustees. Upon any such resignation,
removal or the death or incapacity of a Trustee to act, the vacancy so occurring
shall be filled by a person elected by the majority in interest of the
Certificate holders who are issue (including children by adoption), spouse or
spouse of issue of the same child of Xxxxxxx X. Xxxxx, Xx. as the original named
Trustee. Such election shall be made at a meeting called by the remaining
Trustees or Trustee for that purpose by notice given to each Certificate holder
eligible to vote not less than ten (10) nor more than thirty (30) days prior
thereto. Each and every successor Trustee elected in accordance with this
paragraph shall have the powers, duties, privileges, responsibilities and
authority of an original Trustee named herein. No Trustee shall be liable for
the acts or omissions of any predecessor Trustee.
14. PERIOD OF TRUST. This Agreement shall continue in force for a period
of five (5) years from the date first above written unless sooner terminated as
hereinafter provided, and may be extended for an additional period of not more
than ten (10) years by depositing with the Trustees on or before the expiration
of the original five (5) year period either (a) an agreement of extension, which
may be executed in one instrument or in several counterparts, signed by the
holders of Trust Certificates representing not less than eighty-five percent
(85%) of the shares deposited hereunder, or (b) a certificate signed by the
Secretary of the meeting, certifying that at a meeting duly called and held for
the purpose of considering such extension, at a place in Cuyahoga County, Ohio,
specified in a notice given either by the Trustees, or a Trust Certificate
holder, not less than ten (10) nor more than thirty (30) days prior to such
meeting to each Trust Certificate holder hereunder, the holders of Trust
Certificates representing not less than eighty-five percent (85%) of the shares
deposited hereunder voted in favor of said extension. Such extension of this
Agreement shall be binding upon all Trust Certificate
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holders. Any Trust Certificate holder shall, during reasonable business hours,
have access to the books of the Trustees containing the record of the name and
addresses of Trust Certificate holders and the number of shares represented by
their certificates.
15. FARLY TERMINATION. At any time during the original five (5) year
period, or any extension thereof, the Trustees may terminate this trust by
notice to the certificate holders, which notice shall provide for the time and
manner of delivery of certificates for shares of stock of the Company upon
surrender of the Trust Certificates.
16. PARTIAL RETURN OF SHARES. At any time or times before the
termination of this trust, the Trustees may return any number of shares of the
Company deposited with them to a Trust Certificate holder or holders free and
clear of the trust, provided that the following procedure shall be observed. The
Trustees shall first notify all the Trust Certificate holders in writing of the
number of shares which they intend to return. Within thirty (30) days after the
receipt of such notice, each Trust Certificate holder who wishes any of his
shares to be returned to him shall surrender his Trust Certificate or
Certificates to the Trustees for cancellation in an amount equivalent to the
number of shares he wishes returned. If the total number of shares for which
Trust Certificates are so surrendered within such thirty (30) days is not more
than the total number of shares the Trustees have decided to return, they shall
cancel each Trust Certificate so surrendered in an amount equivalent to the
number of shares to be returned to the holder of that certificate and shall
cause a stock certificate or certificates for that number of shares of stock of
the Company to be issued and delivered to him or his nominee. If the total
number of shares for which Trust Certificates are so surrendered within such
thirty (30) days is more than the total number of shares the Trustees have
decided to return, they shall cancel each Trust Certificate so tendered in an
amount equivalent to that proportion of the number of shares requested by that
holder which the number of shares they have decided to return bears to the total
number of shares requested by all Trust Certificate holders who tender their
Trust Certificates. In no event before termination of the trust shall the
Trustees return any shares to a certificate holder who has not tendered his
Trust Certificate for cancellation.
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17. AMENDMENTS. If at any time the Trustees shall deem it desirable to
amend this Agreement in any respect, they shall submit such amendment to the
Trust Certificate holders for their approval at a meeting of such holders which
shall be called for that purpose, notice of which shall be given not less than
ten (10) nor more than thirty (30) days prior to such meeting, and shall state
that the purpose of the meeting is to consider the amendment of this Agreement
and shall be accompanied by a copy of the proposed amendment. If at such meeting
the proposed amendment, or any modification thereof, shall be approved by the
affirmative vote, given in person or by proxy, of the holders of Trust
Certificates representing eighty-five percent (85%) or more of the shares then
deposited under this Agreement, a certificate to that effect shall be signed by
the Secretary of the meeting and filed with the Trustees. Upon such approval and
the filing of said certificate, the amendment as so approved shall be and become
a part of this Agreement and shall be binding upon all Trust Certificate holders
with like force and effect as if originally incorporated herein.
18. DELIVERY OF SHARES ON TERMINATION.
(a) Upon termination of this Agreement, whether by expiration of
time or the act of the Trustees as hereinabove provided, the Trustees shall
deliver to each Trust Certificate holder upon surrender of his Trust
Certificates accompanied, if required by the Trustees, by properly executed
transfers thereof to the Trustees and upon payment by such holder of any and all
transfer taxes payable on such transfer, a certificate or certificates for
Common Shares of the stock of the Company either registered in the name of the
Trust Certificate holder or endorsed in blank or for transfer to the name of
such holder or his nominee for the number of shares represented by the Trust
Certificate or Certificates so surrendered.
(b) In case, on or after the termination of this Agreement, the
Trustees shall deposit with any bank or trust company in Cuyahoga County, Ohio,
share certificates either properly endorsed in blank or registered in the names
of holders of Trust Certificates hereunder, each for the number of Common Shares
of the Company represented by a Trust Certificate outstanding, with authority in
writing to the bank or
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trust company to deliver said share certificates in exchange for Trust
Certificates when and as surrendered for exchange as hereinabove provided and
shall give not less than ten (10) days notice thereof to all Trust Certificate
holders affected thereby, then all further liability of the Trustees, and each
of them, for the delivery of share certificates in exchange for Trust
Certificates or otherwise hereunder shall cease.
(c) At any annual or special meeting of the shareholders of the
Company and after termination of this Agreement, the Trustees may, but shall not
be required to, vote any shares of the Company then standing in their names on
the books of the Company deliverable to the holders of Trust Certificates who
shall not have presented their Trust Certificates for exchange as hereinabove
provided.
19. NOTICE. Each notice provided for in this Agreement shall be in
writing and signed by the person giving the same or his duly authorized
representative, except that a parent or guardian may sign for a minor child, and
a notice by the Trustees shall be signed by not less than a majority of the
Trustees then qualified to act; and each such notice shall either be delivered
personally to the person to whom it is addressed or shall be mailed to him,
postage prepaid, to his last known residence address, provided that personal
delivery to a parent or guardian of a minor child shall be sufficient delivery
to the child, and further provided that a notice to any one Trustee shall be
sufficient notice to all, unless only one Trustee has received the notice and
that Trustee has the same initial after his signature as does the person giving
the notice.
20. PARTIAL INVALIDITY. The invalidity or nonenforceability of any term
or provision of this Agreement or of the Trust Certificates shall not in any way
impair or affect the balance thereof, which shall remain in flill force and
effect.
21. OHIO LAW. This Agreement and the Trust Certificates shall be
construed in accordance with and shall be governed by the laws of the State of
Ohio.
22. EXECUTION. This Agreement may be executed in any number of
counterparts, each of which, when executed, shall be deemed to be an original
and all of which together shall constitute but one and the same instrument;
provided that this Agreement shall not become effective until and unless it
shall have been so executed by
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the holders of at least 1,350,000 shares, and thereupon this Agreement shall
inure to the benefit of, and be binding upon, all persons executing it and their
respective heirs, executors, administrators, legatees and assigns.
IN WITNESS WHEREOF, the Trustees have signed this Voting Trust Agreement
as of the day and year first above written, and the Signing Shareholders have
become parties hereto in the manner hereinbefore provided.
/s/ Xxxxxx Xxxxxxx
----------------------------------
Xxxxxx Xxxxxxx
/s/ Xxxxxxx X. Xxxxx III
----------------------------------
Xxxxxxx X. Xxxxx III
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VOTING TRUST AGREEMENT
FROM FEBRUARY 1,1997 TO JANUARY 31,2002
Number of
Shareholder Shares
----------- ------
/s/ X.X. Xxxxx, Xx. 273,267 CHS
-------------------------------- ----------
X.X. Xxxxx, Xx.
/s/ Xxxxxxxx Xxxxx 1,500 CHS
-------------------------------- ----------
Xxxxxxxx Xxxxx
National City Bank, and its successors, as
trustee of Fund A-1 under the trust agreement
between Xxxx X. Xxxxx and National City Bank
as trustee dated December 8, 1981 as amended
and restated on September 16, 1989
By: /s/ X.X. Xxxxxxx, Xx. 112,354 CHS
-------------------------------- ----------
Senior Vice President
National City Bank, and its successors, as
trustee of Fund B under the trust agreement
between Xxxx X. Xxxxx and National City Bank
as trustee dated December 8,1981 as amended
and restated on September 16 1989.
By: /s/ X.X. Xxxxxxx, Xx. 41,313 CHS
-------------------------------- ----------
Senior Vice President
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VOTING TRUST AGREEMENT
FROM FEBRUARY 1,1997 TO JANUARY 31,2002
Number of
Shareholder Shares
----------- ------
/s/ X. X. Xxxxx, III 57,237 CHS
---------------------------------------- --------
X. X. Xxxxx, III
/s/ X. X. Xxxxx, III 2,863 CHS
---------------------------------------- --------
X. X. Xxxxx, III, Cust UGMA Ohio
fbo Xxxxxxxx X. Xxxxx
/s/ X. X. Xxxxx, III Trustee 14,250 CHS
---------------------------------------- --------
X. X. Xxxxx, III, TTEE U/A dtd 09/16/89
fbo Xxxxxxxx X. Xxxxx
/s/ X. X. Xxxxx, III 2,738 CHS
---------------------------------------- --------
X.X. Xxxxx, III, Cust UGMA Ohio fbo
C. Xxxxx Xxxxx
/s/ X. X. Xxxxx, III Trustee 14,250 CHS
---------------------------------------- --------
X. X. Xxxxx, III, TTEE U/A dtd 09/16/89
fbo C. Xxxxx Xxxxx
/s/ Xxxxx Xxxxxx Xxxxx 1,575 CHS
---------------------------------------- --------
Xxxxx Xxxxxx Xxxxx
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VOTING TRUST AGREEMENT
FROM FEBRUARY 1,1997 TO JANUARY 31,2002
Number of
Shareholder Shares
----------- ------
/s/ Xxxxxxx Xxxxxxxx 59,741 CHS
-------------------------------------- --------
Xxxxxxx Xxxxxxxx
/s/ Xxxxxx X. Xxxxxx, III 9,738 CHS
-------------------------------------- --------
Xxxxxx X. Xxxxxx, III
/s/ Xxxxxxx Xxxxxxxx 7,125 CHS
-------------------------------------- --------
Xxxxxxx Xxxxxxxx, TTEE U/A dtd
fbo Xxxxxx X. Xxxxxx, III
/s/ Xxxxxx X. Xxxxxx III 250 CHS
-------------------------------------- --------
Xxxxxx X. Xxxxxx, III, Cust UGMA Ohio
fbo Skyler X. Xxxxxx
/s/ Xxxx X. Xxxxxx 2,613 CHS
-------------------------------------- --------
Xxxx X. Xxxxxx
/s/ Xxxxxxx Xxxxxxxx 14,250 CHS
-------------------------------------- --------
Xxxxxxx Xxxxxxxx TTEE U/A dtd 09/16/89
fbo Xxxx X. Xxxxxx
/s/ Xxxxxxx Xxxxxxxx 2,613 CHS
-------------------------------------- --------
Xxxxxxx Xxxxxxxx, Cust UGMA Ohio
fbo Xxxx X. Xxxxxx
/s/ Xxxxxxx Xxxxxxxx 14,250 CHS
-------------------------------------- --------
Xxxxxxx Xxxxxxxx, TTEE U/A dtd 09/16/89
fbo Xxxx X. Xxxxxx
/s/ Xxxxxxx Xxxxxxxx 2,613 CHS
-------------------------------------- --------
Xxxxxxx Xxxxxxxx, Cust UGMA Ohio 2,613 CHS
fbo Xxxxx X Xxxxxx --------
/s/ Xxxxxxx Xxxxxxxx 14,250 CHS
-------------------------------------- --------
Xxxxxxx Xxxxxxxx, TTEE /A dta 09/16/89
fbo Xxxxx X. Xxxxxx
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VOTING TRUST AGREEMENT
FROM FEBRUARY 1, 1997 TO JANUARY 31, 2002
NUMBER
SHAREHOLDER OF SHARES
----------- ---------
/s/ Xxxxxx X. Xxxxxx, Xx. 225 CHS
------------------------------ -------
Xxxxxx X. Xxxxxx, Xx.
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VOTING TRUST AGREEMENT
FROM FEBRUARY 1,1997 TO JANUARY 31, 2002
Number of
Shareholder Shares
----------- ------
/s/ Xxxxxx X. Xxxxx 67,250 CHS
-------------------------------------- --------
Xxxxxx X. Xxxxx
/s/ Xxxxxxx Xxx Xxxxx 2,205 CHS
-------------------------------------- --------
Xxxxxxx Xxx Xxxxx
/s/ Xxxxxx X. Xxxxx 2,426 CHS
-------------------------------------- --------
Xxxxxx X. Xxxxx, Cust for UGMA Ohio fbo
Xxxxxx X. Xxxxx, Xx.
/s/ Xxxxxx X. Xxxxx 15,000 CHS
-------------------------------------- --------
Xxxxxx X. Xxxxx, TTEE U/A dtd 09/16/89
fbo Xxxxxx X. Xxxxx
/s/ Xxxxxx X. Xxxxx 2,426 CHS
-------------------------------------- --------
Xxxxxx X. Xxxxx,Cust UGMA Ohio
fbo Xxxxxxx Xxxx Xxxxx
/s/ Xxxxxx X. Xxxxx 15,000 CHS
-------------------------------------- --------
Xxxxxx X. Xxxxx,TTEE U/A dtd 09/16/89
fbo Xxxxxxx Xxxx Xxxxx
/s/ Xxxxxx X. Xxxxx 2,426 CHS
-------------------------------------- --------
Xxxxxx X. Xxxxx,Cust UGMA Ohio fbo
Xxxxxxxxx Xxxxx Xxxxx
/s/ Xxxxxx X. Xxxxx 15,000 CHS
-------------------------------------- --------
Xxxxxx X. Xxxxx,TTEE U/A dtd 09/16/89
fbo Xxxxxxxxx Xxxxx Xxxxx
signed on Jan. 7, 1997
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VOTING TRUST AGREEMENT
FROM FEBRUARY 1,1997 TO JANUARY 31, 2002
Number of
Shareholder Shares
----------- ------
/s/ Xxxxxxx X. Xxxxxxxxx 433,719 PSG
-------------------------------------- --------
Xxxxxxx X. Xxxxxxxxx, TTEE U/TR dtd 6/24/87
Xxxxxxx X. Xxxxxxxxx,Grantor
/s/ Xxxxxx X. Xxxxxxxxx 137,588 PSG
-------------------------------------- --------
Xxxxxx X. Xxxxxxxxx, TTEE, U/TR dtd 6/24/87
Xxxxxx X. Xxxxxxxxx, Grantor
/s/ Xxxxxxx X. Xxxxxxxxx 87,755 PSG
-------------------------------------- --------
Xxxxxxx X. Xxxxxxxxx
/s/ Xxxxxx Xxxxxxxxx 400 PSG
-------------------------------------- --------
Xxxxxx Xxxxxxxxx
/s/ Xxxxxx X. Xxxxxxxxx 3,375 PSG
-------------------------------------- --------
Xxxxxx X. Xxxxxxxxx
/s/ Xxxxxxx X. Xxxxxxxxx 3,375 PSG
-------------------------------------- --------
Xxxxxxx X. Xxxxxxxxx, Cust UGMA Ohio
fbo Xxxxxx X Xxxxxxxxx
/s/ Xxxxxxx X. Xxxxxxxxx 3,375 PSG
-------------------------------------- --------
Xxxxxxx X. Xxxxxxxxx, Cust UGMA Ohio
fbo Xxxxxxx X. Xxxxxxxxx
/s/ Xxxxx Xxxxxx 400 PSG
-------------------------------------- --------
Xxxxx Xxxxxx
/s/ Xxxxxxx X. Xxxxxxxxx 400 PSG
-------------------------------------- --------
Xxxxxxx X. Xxxxxxxxx, Cust UGMA Ohio
fbo Xxxxxx Xxxxxx
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VOTING TRUST AGREEMENT
FROM FEBRUARY 1,1997 TO JANUARY 31, 2002
Number of
Shareholder Shares
----------- ------
/s/ Xxxxxx X. Xxxxxxx 59,099 PSG
-------------------------------------- --------
Xxxxxx X. Xxxxxxx
/s/ Xxxxxxxx X. Xxxxxxx 3,375 PSG
-------------------------------------- --------
Xxxxxxxx X. Xxxxxxx
/s/ Xxxxxx X. Xxxxxxx 2,633 PSG
-------------------------------------- --------
Xxxxxx X. Xxxxxxx, Cust UGMA Ohio
fbo Xxxxx X. Xxxxxxx
/s/ Xxxxx X. Xxxxxxx 51,844 PSG
-------------------------------------- --------
Xxxxx X. Xxxxxxx
/s/ Xxxxx X. Xxxxxxx 9,450 PSG
-------------------------------------- --------
Xxxxx X. Xxxxxxx, Cust UGMA Ohio
fbo Xxxxxx X. Xxxxxxx, Xx.
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VOTING TRUST AGREEMENT
FROM FEBRUARY 1,1997 TO JANUARY 31, 2002
Number of
Shareholder Shares
----------- ------
National City Bank TTEE U/A
FRW/CHS #00-0000000 171,202 CHS
-------
By /s/ X.X. Xxxxxxx, Xx.
--------------------------
SENIOR VICE PRESIDENT
National City Bank TTEE U/A 171,207 PSG
FRW/PSG #00-0000000 -------
By /s/ X.X. Xxxxxxx, Xx.
--------------------------
SENIOR VICE PRESIDENT
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VOTING TRUST AGREEMENT
FROM FEBRUARY 1,1997 TO JANUARY 31,2002
Number of
Shareholder Shares
----------- ------
Xxxxxxx Xxxxx Xxxxx, Xx. Foundation 77,963
------
By /s/ X.X. Xxxxx, Xx.
---------------------------------
X.X. Xxxxx, Xx., President
/s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxxxx, Vice President
/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, Vice President
/s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx, Secretary-Treasurer
21 of 2l
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SUMMARY
VOTING TRUST CERTIFICATE DISTRIBUTION
FEBRUARY 1, 1997
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Individual Shares Subtotal Total %
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X.X. Xxxxx, Xx. 273,267
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Xxxxxxxx Xxxxx 1,500
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National City Bank
Fund A RDS 112,354
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National City Bank
Fund B RDS 41,313
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FRW Trust, CHS 171,202
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Subtotal Beneficial
Family 599,636 11.70%
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X.X. Xxxxx, III 57,237
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Xxxxx Xxxxx 1,575
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Xxxxxxxx X. Xxxxx (Cust) 2,863
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Xxxxxxxx X. Xxxxx (TTEE) 14,250
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C. Xxxxx Xxxxx (Cust) 2,738
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C. Xxxxx Xxxxx (TTEE) 14,250
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Xxxxxxx Xxxxxxxx 59,741
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Xxxxxx X. Xxxxxx, Xx. 225
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Xxxxxx X. Xxxxxx, III 9,738
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Xxxxxx X. Xxxxxx, III
(TTEE) 7,125
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Skyler X. Xxxxxx 250
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Xxxx X. Xxxxxx 2,613
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Xxxx X. Xxxxxx (TTEE) 14,250
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Xxxx X. Xxxxxx (Cust) 2,613
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Xxxx X. Xxxxxx (TTEE) 14,250
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Xxxxx X. Xxxxxx (Cust) 2,613
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Xxxxx X. Xxxxxx (TTEE) 14,250
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Xxxxxx X. Xxxxx 67,250
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23
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Xxxxxxx Xxx Xxxxx 2,205
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Xxxxxx X. Xxxxx, Xx. (Cust) 2,426
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Xxxxxx X. Xxxxx, Xx. (TTEE) 15,000
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Xxxxxxx Xxxx Xxxxx (Cust) 2,426
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Xxxxxxx Xxxx Xxxxx (TTEE) 15,000
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Xxxxxxxxx Xxxxx Xxxxx (Cust) 2,426
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Xxxxxxxxx Xxxxx Xxxxx (TTEE) 15,000
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Subtotal Other Family 342,314 6.68%
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Total Xxxxx Family 941,950 18.37%
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Xxxxxxx X. Xxxxxxxxx (TTEE) 433,719
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Xxxxxx X. Xxxxxxxxx (TTEE) 137,588
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FRW Trust, PSG 171,207
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Subtotal Beneficial Holdings 742,514 14.48%
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Xxxxxxx X. Xxxxxxxx 87,755
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Xxxxxx X. Xxxxxxx 59,099
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Xxxxx X. Xxxxxxx 51,844
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Xxxxxx Xxxxxxxxx 400
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Chiistie X. Xxxxxxx 3,375
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Xxxxx X. Xxxxxxx (Cust) 2,633
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Xxxxxx X. Xxxxxxxxx 3,375
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Xxxxxx X. Xxxxxxxxx (Cust) 3,375
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Xxxxxxx X. Xxxxxxxxx (Cust) 3,375
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Xxxxxx X. Xxxxxxx Xx. (Cust) 9,450
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Xxxxx Xxxxxx 400
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Xxxxxx Xxxxxx (Cust) 400
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Subtotal Other Family 225,481 4.40%
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Total Xxxxxxxx Family 967,995 18.88%
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CHS Sr. Foundation 77,963 1.52%
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Grand Total Voting Trust 1,987,908 38.77%
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Total Shares as of 11/01/96 5,127,000
