EXHIBIT (c)(3)
FORM OF
STOCKHOLDER AGREEMENT
This STOCKHOLDER AGREEMENT, dated as of July 15, 1999 (this "Agreement"),
is made and entered into among Sterling Software, Inc., a Delaware corporation
("Parent"), Sterling Software Acquisition Corp., a Delaware corporation and
wholly owned subsidiary of Parent ("Purchaser"), and _______________ (the
"Stockholder").
RECITALS:
A. Parent, Purchaser and Information Advantage, Inc., a Delaware
corporation ("Company"), propose to enter into an Agreement and Plan of Merger,
dated as of the date hereof (the "Merger Agreement"), pursuant to which the
Purchaser will merge with and into Company (the "Merger") on the terms and
subject to the conditions set forth in the Merger Agreement. Except as
otherwise defined herein, terms used herein with initial capital letters have
the respective meanings ascribed thereto in the Merger Agreement.
B. As of the date hereof, Stockholder beneficially owns and is entitled
to dispose of (or to direct the disposition of) and to vote (or to direct the
voting of) ______ shares of common stock, par value $0.01 per share ("Shares"),
of Company (such Shares, together with any other shares of capital stock of
Company the beneficial ownership of which is acquired by Stockholder during the
period from and including the date hereof through and including the earlier of
(i) the Effective Time (as defined in the Merger Agreement) and (ii) the date
that is six months after the date on which the Merger Agreement is terminated
pursuant to Section 8.1 thereof, are collectively referred to herein as "Subject
Shares").
C. Pursuant to the Merger Agreement, Purchaser shall commence a cash
tender offer (the "Offer") to purchase at a price of $6.50 per Share all
outstanding Shares, including all of the Subject Shares. Stockholder has
advised Parent and Purchaser that Stockholder intends to tender the Subject
Shares in the Offer.
D. As a condition and inducement to Parent's and Purchaser's willingness
to enter into the Merger Agreement, Parent and Purchaser have requested that
Stockholder agree, and Stockholder has agreed, to enter into this Agreement.
E. Parent and Purchaser have entered into substantially similar
stockholder agreements with each of the directors and certain of the executive
officers and significant stockholders of the Company, including affiliates of
Norwest Venture Capital and St. Xxxx Venture Capital.
NOW, THEREFORE, in consideration of the foregoing and the representations,
warranties, covenants and agreements contained in this Agreement and the Merger
Agreement and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound hereby, agree as follows:
ARTICLE I
VOTING AGREEMENT
Section 1.1 Agreement to Vote Shares. During the Option Period (as
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defined in Section 2.2), at any meeting of the stockholders of Company called to
consider and vote upon the adoption of the Merger
Agreement (and at any and all postponements and adjournments thereof), and in
connection with any action to be taken in respect of the adoption of the Merger
Agreement by written consent of stockholders of Company, Stockholder shall vote
or cause to be voted (including by written consent, if applicable) all of the
Subject Shares, whether issued, heretofore owned or hereinafter acquired, in
favor of the adoption of the Merger Agreement and in favor of any other matter
necessary for the consummation of the transactions contemplated by the Merger
Agreement and considered and voted upon at any such meeting or made the subject
of any such written consent, as applicable. During the Option Period, at any
meeting of the stockholders of Company called to consider and vote upon any
Other Proposal (as hereinafter defined) (and at any and all postponements and
adjournments thereof), and in connection with any action to be taken in respect
of any Other Proposal by written consent of stockholders of Company, Stockholder
shall vote or cause to be voted (including by written consent, if applicable)
all of the Subject Shares against such Other Proposal. For purposes of this
Agreement, the term "Other Proposal" means any (a) Acquisition Proposal (as
defined in the Merger Agreement) or (b) other action which is intended or could
reasonably be expected to impede, interfere with, delay or materially and
adversely affect the contemplated economic benefits to Parent of the Merger or
any of the other transactions contemplated by the Merger Agreement or this
Agreement; provided, however, that neither the Merger nor any other transaction
contemplated by the Merger Agreement to be consummated by Company, Parent or
Purchaser in connection with the Merger shall constitute an Other Proposal.
Stockholder shall not enter into any agreement or understanding with any person
or entity the effect of which would be inconsistent or violative of the
provisions and agreements contained in this Section 1.1.
Section 1.2 Irrevocable Proxy.
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(a) Grant of Proxy. STOCKHOLDER HEREBY APPOINTS PARENT AND ANY
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DESIGNEE OF PARENT, EACH OF THEM INDIVIDUALLY, STOCKHOLDER'S PROXY AND ATTORNEY-
IN-FACT PURSUANT TO THE PROVISIONS OF SECTION 212 OF THE DELAWARE GENERAL
CORPORATION LAW, WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION, TO VOTE OR
ACT BY WRITTEN CONSENT WITH RESPECT TO THE SUBJECT SHARES IN ACCORDANCE WITH
SECTION 1.1 HEREOF. THIS PROXY IS GIVEN TO SECURE THE PERFORMANCE OF THE DUTIES
OF STOCKHOLDER UNDER THIS AGREEMENT. STOCKHOLDER AFFIRMS THAT THIS PROXY IS
COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE. STOCKHOLDER SHALL TAKE SUCH
FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO
EFFECTUATE THE INTENT OF THIS PROXY.
(b) Other Proxies Revoked. Stockholder represents that any proxies
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heretofore given in respect of the Subject Shares are not irrevocable, and that
all such proxies are hereby revoked.
ARTICLE II
OPTION
Section 2.1 Grant of Option. Stockholder hereby grants to Parent an
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irrevocable option (the "Option") to purchase the Subject Shares on the terms
and subject to the conditions set forth herein, at a price per Subject Share
equal to $6.50 in cash or any higher price paid or to be paid by Parent and
Purchaser pursuant to the Offer (such price being referred to as the "Option
Consideration").
Section 2.2 Exercise of Option. (a) Parent may exercise the Option, in
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whole or in part, at any time or from time to time during the period (the
"Option Period") from and including the date hereof through and including the
earlier of (x) the Effective Time and (y) the date that is six months after the
date on which the Merger Agreement is terminated pursuant to Sections 8.1(d)(i)
or 8.1(e)(i) thereof and (z) the date that is 90 days after the date on which
the Merger Agreement is terminated pursuant to Section 8.1(e)(iii) thereof;
provided, however, that the Option shall terminate with respect to any Subject
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Shares that are tendered pursuant to the Offer
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and purchased by Purchaser thereunder. Notwithstanding anything in this
Agreement to the contrary, Parent shall be entitled to purchase all Subject
Shares in respect of which it shall have exercised the Option in accordance with
the terms hereof prior to the expiration of the Option Period, and the
expiration of the Option Period shall not affect any rights hereunder which by
their terms do not terminate or expire prior to or as of such expiration.
(b) If Parent wishes to exercise the Option, it shall deliver to
Stockholder a written notice (an "Exercise Notice") to that effect which
specifies (i) the number of Subject Shares to be purchased from Stockholder and
(ii) a date (an "Option Closing Date") not earlier than three business days
after the date such Exercise Notice is delivered for the consummation of the
purchase and sale of such Subject Shares (an "Option Closing"). If the Option
Closing cannot be effected on the Option Closing Date specified in the Exercise
Notice by reason of a preliminary or final injunction or any other applicable
judgment, decree, order, law or regulation, or because any applicable waiting
period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as
amended (the "HSR Act"), shall not have expired or been terminated, (i)
Stockholder shall promptly take all such actions as may be requested by Parent,
and shall otherwise fully cooperate with Parent, to cause the elimination of all
such impediments to the Option Closing and (ii) the Option Closing Date
specified in the Exercise Notice shall be extended to the fifth business day
following the elimination of all such impediments. The place of the Option
Closing shall be at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 000
Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and the time of the Option Closing shall
be 10:00 a.m. (New York Time) on the Option Closing Date.
Section 2.3 Payment and Delivery of Certificates. At any Option Closing,
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Parent shall pay to Stockholder the Option Consideration payable in respect of
the Subject Shares to be purchased from Stockholder at the Option Closing, and
Stockholder shall deliver to Parent such Subject Shares, free and clear of all
Liens, with the certificate or certificates evidencing such Subject Shares being
duly endorsed for transfer by Stockholder and accompanied by all powers of
attorney and/or other instruments necessary to convey valid and unencumbered
title thereto to Parent, and shall, to the extent permissible, assign to Parent
(pursuant to a written instrument in form and substance satisfactory to Parent)
all rights that Stockholder may have to require Company to register such Subject
Shares under the Securities Act of 1933, as amended (the "Securities Act").
Transfer taxes, if any, imposed as a result of the exercise of the Option shall
be borne by Stockholder.
Section 2.4 Adjustment upon Changes in Capitalization, Etc. In the event
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of any change in the capital stock of Company by reason of a stock dividend,
split-up, merger, recapitalization, combination, exchange of shares,
extraordinary distribution or similar transaction, the type and number or amount
of shares, securities or other property subject to the Option, and the Option
Consideration payable therefor, shall be adjusted appropriately, and proper
provision shall be made in the agreements governing such transaction, so that
Parent shall receive upon exercise of the Option the type and number or amount
of shares, securities or property that Parent would have retained and/or been
entitled to receive in respect of the Subject Shares if the Option had been
exercised immediately prior to such event relating to Company or the record date
therefor, as applicable. The provisions of this Section 2.4 shall apply in a
like manner to successive stock dividends, split-ups, mergers,
recapitalizations, combinations, exchanges of shares or extraordinary
distributions or similar transactions.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
Section 3.1 Certain Representations and Warranties of Stockholder.
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Stockholder represents and warrants to Parent and Purchaser as follows:
(a) Ownership. Stockholder is the sole record and beneficial owner
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of ______ Subject Shares and has full and unrestricted power to dispose of and
to vote such Shares. Stockholder does not beneficially own any securities of
Company on the date hereof other than such Shares. Stockholder has sole
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voting power and sole power to issue instructions with respect to the matters
set forth in Articles I and II hereof, sole power of disposition, sole power of
conversion, sole power to demand appraisal rights and sole power to agree to all
of the matters set forth in this Agreement, in each case with respect to all of
the Subject Shares with no limitations, qualifications or restrictions on such
rights, subject to applicable securities laws and the terms of this Agreement.
(b) Power and Authority; Execution and Delivery. Stockholder has all
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requisite legal capacity, power and authority to enter into this Agreement and
to consummate the transactions contemplated hereby. This Agreement has been
duly executed and delivered by Stockholder and, assuming that this Agreement
constitutes the valid and binding obligation of the other parties hereto,
constitutes a valid and binding obligation of Stockholder, enforceable against
Stockholder in accordance with its terms, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and similar laws
affecting creditors' rights and remedies generally and to general principles of
equity.
(c) No Conflicts. The execution and delivery of this Agreement do
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not, and, subject to compliance with the HSR Act, to the extent applicable, the
consummation of the transactions contemplated hereby and compliance with the
provisions hereof will not conflict with, result in a breach or violation of or
default (with or without notice or lapse of time or both) under, or give rise to
a material obligation, a right of termination, cancellation, or acceleration of
any obligation or a loss of a material benefit under, or require notice to or
the consent of any person under any agreement, instrument, undertaking, law,
rule, regulation, judgment, order, injunction, decree, determination or award
binding on Stockholder, other than any such conflicts, breaches, violations,
defaults, obligations, rights or losses that individually or in the aggregate
would not (i) impair the ability of Stockholder to perform Stockholder's
obligations under this Agreement or (ii) prevent or delay the consummation of
any of the transactions contemplated hereby.
(d) No Encumbrances. Except as applicable in connection with the
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transactions contemplated by Article II hereof, the Subject Shares and the
certificates representing the Subject Shares are now, and at all times during
the term hereof will be, held by Stockholder, or by a nominee or custodian for
the benefit of Stockholder, free and clear of all liens, claims, security
interests, proxies, voting trusts or agreements, understandings or arrangements
or any other encumbrances whatsoever, except for any such encumbrances or
proxies arising hereunder.
(e) No Finder's Fees. No broker, investment banker, financial advisor
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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 Stockholder.
Section 3.2 Representations and Warranties of Parent and Purchaser.
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Parent and Purchaser hereby represent and warrant to Stockholder that:
(a) Power and Authority; Execution and Delivery. Parent and Purchaser
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each has all requisite legal capacity, corporate power and authority to enter
into this Agreement and to consummate the transactions contemplated hereby. The
execution and delivery of this Agreement by Parent and Purchaser and the
consummation by Parent and Purchaser of the transactions contemplated hereby
have been duly authorized by all necessary corporate action on the part of
Parent and Purchaser. This Agreement has been duly executed and delivered by
Parent and Purchaser and, assuming that this Agreement constitutes the valid and
binding obligation of Stockholder, constitutes a valid and binding obligation of
Parent and Purchaser, enforceable against Parent and Purchaser in accordance
with its terms, subject to applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and similar laws affecting creditors'
rights and remedies generally and to general principles of equity.
(b) No Conflicts. The execution and delivery of this Agreement do
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not, and, subject to compliance with the HSR Act, to the extent applicable, the
consummation of the transactions contemplated
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hereby and compliance with the provisions hereof will not (i) conflict with or
result in any breach of any organizational documents applicable to Parent or
Purchaser or (ii) conflict with, result in a breach or violation of or default
(with or without notice or lapse of time or both) under, or give rise to a
material obligation, right of termination, cancellation, or acceleration of any
obligation or a loss of a material benefit under, or require notice to or the
consent of any person under any agreement, instrument, undertaking, law, rule,
regulation, judgment, order, injunction, decree, determination or award binding
on Parent or Purchaser, other than any such conflicts, breaches, violations,
defaults, obligations, rights or losses that individually or in the aggregate
would not (i) impair the ability of Parent and Purchaser to perform their
obligations under this Agreement or (ii) prevent or delay the consummation of
any of the transactions contemplated hereby.
(c) Purchase Not for Distribution. The Option and the Subject Shares
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to be acquired upon exercise of the Option are being and shall be acquired by
Parent without a view to public distribution thereof otherwise than in
compliance with the Securities Act and applicable state securities laws and
shall not be transferred or otherwise disposed of except in a transaction
registered or exempt from registration under the Securities Act and in
compliance with applicable state securities laws.
ARTICLE IV
CERTAIN COVENANTS
Section 4.1 Certain Covenants of Stockholder.
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(a) Restriction on Transfer of Subject Shares, Proxies and
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Noninterference. During the Option Period, Stockholder shall not, directly or
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indirectly: (A) except pursuant to the terms of this Agreement and for the
tender of Subject Shares in the Offer, offer for sale, sell, transfer, tender,
pledge, encumber, assign or otherwise dispose of, or enter into any contract,
option or other arrangement or understanding with respect to or consent to the
offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other
disposition of, any or all of the Subject Shares; (B) except pursuant to the
terms of this Agreement, grant any proxies or powers of attorney, deposit any of
the Subject Shares into a voting trust or enter into a voting agreement with
respect to any of the Subject Shares; or (C) take any action that would make any
representation or warranty contained herein untrue or incorrect or have the
effect of impairing the ability of Stockholder to perform Stockholder's
obligations under this Agreement or preventing or delaying the consummation of
any of the transactions contemplated hereby or by the Merger Agreement.
(b) Cooperation. Stockholder shall cooperate fully with Parent,
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Purchaser and Company in connection with their respective efforts to fulfill the
conditions to the Merger set forth in Article VII of the Merger Agreement.
(c) Releases. Stockholder hereby fully, unconditionally and
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irrevocably releases, effective as of the Effective Time, any and all claims and
causes of action that Stockholder has or may have against Company or any of its
Subsidiaries or any present or former director, officer, employee or agent of
Company or any of its Subsidiaries (collectively, the "Released Parties")
arising or resulting from or relating to any act, omission, event or occurrence
prior to the Effective Time; provided, however, that such release shall not
apply to any claim or cause of action insofar as it relates to rights to
indemnification under Company's charter or by-laws or any entitlement to
compensation or benefits earned or accrued by or for the benefit of Stockholder
prior to the Effective Time in respect of services performed by Stockholder to
Company, in the ordinary course of Company's business, as a director, officer or
employee of Company.
(d) No Solicitation. Stockholder shall not, in the capacity as a
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stockholder, respond to any inquiries or the making of any proposal by any
person or entity (other than Parent or any affiliate of Parent) concerning any
business combination merger, tender offer, exchange offer, sale of assets, sale
of shares of capital
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stock or debt securities or similar transactions involving Company or any
Subsidiary, division or operating or principal business unit of Company. If
Stockholder receives any such inquiry or proposal, then Stockholder shall
promptly inform Parent of the existence thereof. Stockholder will immediately
cease and cause to be terminated any existing activities, discussions or
negotiations with any parties conducted heretofore with respect to any of the
foregoing.
(e) Reliance by Parent. Stockholder understands and acknowledges
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that Parent and Purchaser are entering into the Merger Agreement in reliance
upon Stockholder's execution and delivery of this Agreement.
ARTICLE V
MISCELLANEOUS
Section 5.1 Fees and Expenses. Each party hereto shall pay its own
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expenses incident to preparing for, entering into and carrying out this
Agreement and the consummation of the transactions contemplated hereby.
Section 5.2 Amendment; Termination. This Agreement may not be amended
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except by an instrument in writing signed on behalf of each of the parties
hereto. This Agreement and the proxies granted pursuant to Section 1.2 shall
terminate at the end of the Option Period.
Section 5.3 Extension; Waiver. Any agreement on the part of a party to
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waive any provision of this Agreement, or to extend the time for any performance
hereunder, shall be valid only if set forth in an instrument in writing signed
on behalf of such party. The failure of any party to this Agreement to assert
any of its rights under this Agreement or otherwise shall not constitute a
waiver of such rights.
Section 5.4 Entire Agreement; No Third-Party Beneficiaries. This
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Agreement constitutes the entire agreement, and supersedes all prior agreements
and understandings, both written and oral, among the parties with respect to the
subject matter of this Agreement, and is not intended to confer upon any person
other than the parties any rights or remedies; provided, however, that the
provisions of Section 4.1(c) are intended to inure to the benefit of, and to be
enforceable by, the Released Parties.
Section 5.5 Governing Law. This Agreement shall be governed by, and
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construed in accordance with, the laws of the State of Delaware, regardless of
the laws that might otherwise govern under applicable principles of conflict of
laws thereof.
Section 5.6 Notices. All notices, requests, claims, demands and other
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communications under this Agreement shall be in writing and shall be deemed
given if delivered personally, or sent by overnight courier or telecopy
(providing proof of delivery) to the address set forth below (or, in each case,
at such other address as shall be specified by like notice).
If to Parent or Purchaser:
Sterling Software, Inc.
000 Xxxxxxxx Xxxxx
Xxxxx 0000
Xxxxxx, XX 00000-0000
Attention: Xxx X. XxXxxxxxx, Xx.
SVP, General Counsel & Secretary
Telecopy: (000) 000-0000
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with a copy (which shall not constitute notice) to:
Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxxxx, Esq.
Telecopy: (000) 000-0000
If to Stockholder:
__________________________
__________________________
__________________________
Telecopy: ________________
Section 5.7 Assignment. Neither this Agreement nor any of the rights,
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interests, or obligations under this Agreement may be assigned or delegated, in
whole or in part, by operation of law or otherwise, by Stockholder without the
prior written consent of Parent, and any such assignment or delegation that is
not consented to shall be null and void. This Agreement, together with any
rights, interests, or obligations of Parent and Purchaser hereunder, may be
assigned or delegated, in whole or in part, by Parent and Purchaser without the
consent of or any action by Stockholder upon notice by Parent or Purchaser to
Stockholder as herein provided. Subject to the preceding sentence, this
Agreement shall be binding upon, inure to the benefit of, and be enforceable by,
the parties and their respective successors and assigns (including without
limitation any person to whom any Subject Shares are sold, transferred, assigned
or passed, whether by operation of law or otherwise).
Section 5.8 Confidentiality. Stockholder recognizes that successful
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consummation of the transactions contemplated by this Agreement may be dependent
upon confidentiality with respect to the matters referred to herein. In this
connection, pending public disclosure thereof, Stockholder hereby agrees not to
disclose or discuss such matters with anyone not a party to this Agreement
(other than its counsel and advisors, if any) without the prior written consent
of Parent, except for filings required pursuant to the Securities Exchange Act
of 1934, as amended, and the rules and regulations thereunder, or disclosures
its counsel advises are necessary in order to fulfill its obligations imposed by
law, in which event Stockholder shall give notice of such disclosure to Parent
as promptly as practicable so as to enable Parent to seek a protective order
from a court of competent jurisdiction with respect thereto.
Section 5.9 Further Assurances. Stockholder shall execute and deliver
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such other documents and instruments and take such further actions as may be
necessary or appropriate or as may be reasonably requested by Parent or
Purchaser in order to ensure that Parent and Purchaser receive the full benefit
of this Agreement.
Section 5.10 Enforcement. Irreparable damage would occur in the event
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that any of the provisions of this Agreement were not performed in accordance
with their specific terms or were otherwise breached. Accordingly, the parties
shall be entitled to an injunction or injunctions to prevent breaches of this
Agreement and to enforce specifically the terms and provisions of this Agreement
in the Court of Chancery in and for New Castle County in the State of Delaware
(or, if such court lacks subject matter jurisdiction, any appropriate state or
federal court in New Castle County in the State of Delaware), this being in
addition to any other remedy to which they are entitled at law or in equity.
Each of the parties hereto (i) shall submit itself to the personal jurisdiction
of the Court of Chancery in and for New Castle County in the State of Delaware
(or, if such court lacks subject matter jurisdiction, any appropriate state or
federal court in New Castle County in the State of Delaware) in the event any
dispute arises out of this Agreement or any of the transactions contemplated
hereby, (ii) shall not attempt to deny or defeat such personal jurisdiction by
motion or other request for leave from any such court, and (iii) shall not bring
any action relating to this Agreement or any of the transactions contemplated
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hereby in any court other than the Court of Chancery in and for New Castle
County in the State of Delaware (or, if such court lacks subject matter
jurisdiction, any appropriate state or federal court in New Castle County in the
State of Delaware).
Section 5.11 Severability. Whenever possible, each provision or portion
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of any provision of this Agreement shall 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 shall not affect any other provision
or portion of any provision in such jurisdiction, and this Agreement shall 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.
Section 5.12 Descriptive Headings. The descriptive headings used herein
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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.
Section 5.13 Counterparts. This Agreement may be executed in one or more
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counterparts, all of which shall be considered one and the same instrument and
shall become effective when one or more counterparts have been signed by each
party and delivered to the other parties.
[signature page follows]
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IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be signed as of the day and year first written above.
STERLING SOFTWARE, INC.
By:
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Name: Xxx X. XxXxxxxxx, Xx.
Title: Senior Vice President, General Counsel and
Secretary
STERLING SOFTWARE ACQUISITION CORP.
By:
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Name: Xxx X. XxXxxxxxx, Xx.
Title: Vice President
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[ ]
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SCHEDULE OF THE NUMBER OF SHARES OWNED BY EACH DIRECTOR
AND EXECUTIVE OFFICER WHO ENTERED INTO A
STOCKHOLDER AGREEMENT
Shareholder: Shares:
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Xxxxxxx Xxxxxxx Trust 87,133
Xxxxxx Family Limited Partnership 40,000
Xxxx Xxxxxxx 8,500
Xxxxxxx Xxxxxx 45,193
Xxxxx Xxxxxxxx 36,896
Xxxxxxx Xxxxxx 53,300
Xxxxx Xxxx 51,500
Xxxxxx Xxxx 4,000
Xxxx Trick 20,200
Xxx Xxxx 315,359
