Exhibit 99(d)(7)
EXECUTION COPY
VOTING AGREEMENT
VOTING AGREEMENT, dated as of February 25, 2000 (the "Agreement"),
among Hilltopper Holding Corp., a Delaware corporation ("Parent"), Hilltopper
Acquisition Corp., a Georgia corporation and a wholly owned subsidiary of Parent
("Purchaser"), and the Stockholders of Centennial HealthCare Corporation, a
Georgia corporation (the "Company"), whose names appear on Schedule I hereto
(collectively, the "Stockholders").
W I T N E S S E T H:
WHEREAS, contemporaneously with the execution and delivery of this
Agreement, Parent, Purchaser and the Company are entering into an Agreement and
Plan of Merger, dated as of the date hereof (the "Merger Agreement"), which
provides for, upon the terms and subject to the conditions set forth therein,
(i) the commencement by Purchaser of a tender offer (the "Offer") for all of the
issued and outstanding shares of common stock, par value $.01 per share, of the
Company (the "Company Common Stock") and (ii) the subsequent merger of Purchaser
with and into the Company (the "Merger");
WHEREAS, as of the date hereof, each Stockholder owns beneficially
the number of shares of Company Common Stock set forth opposite such
Stockholder's name on Schedule I hereto (all such shares so owned and which may
hereafter be acquired by such Stockholder prior to the termination of this
Agreement, whether upon the exercise of options or by means of purchase,
dividend, distribution or otherwise, being referred to herein as such
Stockholder's "Shares");
WHEREAS, on February 24, 2000, each Stockholder entered into a
Subscription and Contribution Agreement (the "Subscription Agreement") with
Parent pursuant to which, on the terms set forth therein, each Stockholder will
contribute some or all of such Stockholder's Shares to Parent in exchange for
shares of Series A Convertible Preferred Stock or Series B Convertible Preferred
Stock of Parent;
WHEREAS, as a condition to their willingness to enter into the
Merger Agreement, Parent and Purchaser have requested that the Stockholders
enter into this Agreement; and
WHEREAS, in order to induce Parent and Purchaser to enter into the
Merger Agreement, the Stockholders are willing to enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements herein contained, and
intending to be legally bound hereby, Parent, Purchaser and the Stockholders
hereby agree as follows:
ARTICLE I.
TRANSFER AND VOTING OF SHARES; AND
OTHER COVENANTS OF THE STOCKHOLDERS
SECTION 1.1. VOTING OF SHARES. From the date hereof until the
termination of this Agreement pursuant to Section 5.2 hereof (the "Term"), at
any meeting of the stockholders of the Company, however called, and in any
action by consent of the stockholders of the Company, each Stockholder shall
vote its Shares (i) in favor of the Merger and the Merger Agreement (as amended
from time to time; provided that no Stockholder shall be required to vote in
favor of the Merger Agreement or the Merger if the Merger Agreement has been
amended in any manner that is material and adverse to the Stockholder without
such Stockholder's written consent), (ii) against any Takeover Proposal and
against any proposal for action or agreement that would result in a breach of
any covenant, representation or warranty or any other obligation or agreement of
the Company under the Merger Agreement or which is reasonably likely to result
in any of the conditions of the Company's obligations under the Merger Agreement
not being fulfilled, any change in the directors of the Company, any change in
the present capitalization of the Company or any amendment to the Company's
Third Amended and Restated Articles of Incorporation or Amended and Restated
By-Laws, any other material change in the Company's corporate structure or
business, or any other action, which in the case of each of the matters referred
to in this clause (ii) could reasonably be expected to impede, interfere with,
delay, postpone or materially adversely affect the transactions contemplated by
the Merger Agreement or the likelihood of such transactions being consummated
and (iii) in favor of any other matter necessary for consummation of the
transactions contemplated by the Merger Agreement which is considered at any
such meeting of stockholders or in such consent, and in connection therewith to
execute any documents which are necessary or appropriate in order to effectuate
the foregoing, including the ability for Purchaser or its nominees to vote such
Shares directly.
SECTION 1.2. NO INCONSISTENT ARRANGEMENTS. Except as contemplated
by this Agreement and the Subscription Agreement, each Stockholder shall not
during the Term (i) transfer (which term shall include, without limitation, any
sale, assignment, gift, pledge, hypothecation or other disposition), or consent
to any transfer of, any or all of such Stockholder's Shares or any interest
therein, or create or, permit to exist any lien or other encumbrance on such
Shares, (ii) enter into any contract, option or other agreement or understanding
with respect to any transfer of any or all of such Shares or any interest
therein, (iii) grant any proxy, power-of-attorney or other authorization in or
with
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respect to such Shares, (iv) deposit such Shares into a voting trust or enter
into a voting agreement or arrangement with respect to such Shares, or (v) take
any other action that would in any way restrict, limit or interfere with the
performance of its obligations hereunder or the transactions contemplated hereby
or by the Merger Agreement.
SECTION 1.3. PROXY. Each Stockholder hereby revokes any and all
prior proxies or powers of attorney in respect of any of such Stockholder's
Shares and constitutes and appoints Purchaser and Parent, or any nominee of
Purchaser and Parent, with full power of substitution and resubstitution, at any
time during the Term, as its true and lawful attorney and proxy (its "Proxy"),
for and in its name, place and stead, to demand that the Secretary of the
Company call a special meeting of the stockholders of the Company for the
purpose of considering any matter referred to in Section 1.1 and to vote each of
such Shares as its Proxy, at every annual, special, adjourned or postponed
meeting of the stockholders of the Company, including the right to sign its name
(as stockholder) to any consent, certificate or other document relating to the
Company that the Georgia Code may permit or require as provided in Section 1.1.
THE FOREGOING PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND
COUPLED WITH AN INTEREST THROUGHOUT THE TERM.
SECTION 1.4. WAIVER OF APPRAISAL RIGHTS. Each Stockholder hereby
waives any rights of appraisal or rights to dissent from the Merger.
SECTION 1.5. STOP TRANSFER. Each Stockholder shall not request
that the Company register the transfer (book-entry or otherwise) of any
certificate or uncertificated interest representing any of such Stockholder's
Shares, unless such transfer is made in compliance with this Agreement
(including the provisions of Article III hereof).
SECTION 1.6. NO SOLICITATION. During the Term, each Stockholder
shall not, nor shall it permit or authorize any of its officers, directors,
employees, agents or representatives (collectively, the "Representatives") to,
(i) solicit or initiate, or encourage, directly or indirectly, any inquiries
regarding or the submission of, any Takeover Proposal, (ii) participate in any
discussions or negotiations regarding, or furnish to any Person any information
or data with respect to, or take any other action to knowingly facilitate the
making of any proposal that constitutes, or may reasonably be expected to lead
to, any Takeover Proposal or (iii) enter into any agreement with respect to any
Takeover Proposal or approve or resolve to approve any Takeover Proposal. Upon
execution of this Agreement, each Stockholder shall, and it shall cause its
Representatives to, immediately cease any existing activities, discussions or
negotiations with any parties conducted heretofore with respect to any of the
foregoing.
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Each Stockholder will promptly notify Parent of the existence of
any proposal, discussion, negotiation or inquiry received by such Stockholder,
and each Stockholder will immediately communicate to Parent the terms of any
proposal, discussion, negotiation or inquiry which it may receive (and will
promptly provide to Parent copies of any written materials received by it in
connection with such proposal, discussion, negotiation or inquiry) and the
identity of the Person making such proposal or inquiry or engaging in such
discussion or negotiation. Notwithstanding any provision of this Section 1.6 to
the contrary, if any Stockholder or any of its Representatives is a member of
the Board of Directors, such member of the Board of Directors may take actions
in such capacity to the extent permitted by Section 5.2 of the Merger Agreement.
ARTICLE II.
NO TENDER OF SHARES
SECTION 2.1. NO TENDER. No Stockholder shall tender (or cause the
record owner of such shares to tender) such Stockholder's Shares pursuant to the
Offer.
SECTION 2.2. DISCLOSURE. Each Stockholder hereby authorizes Parent
and Purchaser to publish and disclose in the Offer Documents and, if approval of
the Company's stockholders is required under applicable law, the Proxy Statement
(including all documents and schedules filed with the SEC), its identity and
ownership of the Company Common Stock and the nature of its commitments,
arrangements and understandings under this Agreement (provided that each such
Stockholder and its counsel shall be afforded reasonable opportunity to review
and comment thereon with respect to such disclosure, and Parent and Purchaser
shall consult in good faith with such Stockholder with respect to such
comments).
ARTICLE III.
REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS
Each Stockholder hereby represents and warrants to Parent and
Purchaser as follows:
SECTION 3.1. DUE AUTHORIZATION, ETC. Such Stockholder has all
requisite power and authority to execute, deliver and perform this Agreement, to
appoint Purchaser and Parent as its Proxy and to consummate the transactions
contemplated hereby. The execution, delivery and performance of this Agreement,
the appointment of Purchaser and Parent as Stockholder's Proxy and the
consummation of the transactions contemplated hereby have been duly authorized
by all necessary action on the part of Stockholder. This Agreement has been duly
executed and delivered by or on behalf of such Stockholder and constitutes a
legal,
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valid and binding obligation of such Stockholder, enforceable against such
Stockholder in accordance with its terms, except as enforcement may be limited
by bankruptcy, insolvency, moratorium or other similar laws and except that the
availability of equitable remedies, including specific performance, is subject
to the discretion of the court before which any proceeding for such remedy may
be brought. There is no beneficiary or holder of a voting trust certificate or
other interest of any trust of which such Stockholder is trustee whose consent
is required for the execution and delivery of this Agreement or the consummation
by such Stockholder of the transactions contemplated hereby.
SECTION 3.2. NO CONFLICTS; REQUIRED FILINGS AND CONSENTS.
(a) The execution and delivery of this Agreement by such
Stockholder does not, and the performance of this Agreement by such Stockholder
will not, (i) conflict with or violate any trust agreement or other similar
documents relating to any trust of which such Stockholder is trustee, (ii)
conflict with or violate any law applicable to such Stockholder or by which such
Stockholder or any of such Stockholder's properties is bound or affected or
(iii) result in any breach of or constitute a default (or an event that with
notice or lapse of time or both would become a default) under, or give to others
any rights of termination, acceleration or cancellation of, or result in the
creation of a lien or encumbrance on any assets of such Stockholder, including,
without limitation, such Stockholder's Shares, pursuant to, any note, bond,
mortgage, indenture, contract, agreement, lease, license, permit, franchise or
other instrument or obligation to which such Stockholder is a party or by which
such Stockholder or any of such Stockholder's assets is bound or affected,
except, in the case of clauses (ii) and (iii), for any such breaches, defaults
or other occurrences that would not prevent or delay the performance by such
Stockholder of such Stockholder's obligations under this Agreement.
(b) The execution and delivery of this Agreement by such
Stockholder does not, and the performance of this Agreement by such Stockholder
will not, require any consent, approval, authorization or permit of, or filing
with or notification to, any governmental or regulatory authority (other than
any necessary filing under the HSR Act or the Exchange Act), domestic or
foreign, except where the failure to obtain such consents, approvals,
authorizations or permits, or to make such filings or notifications, would not
prevent or delay the performance by such Stockholder of such Stockholder's
obligations under this Agreement.
SECTION 3.3. NO FINDER'S FEES. No broker, investment banker,
financial advisor or other person is entitled to any broker's, finder's,
financial advisor's or other similar fee or commission in connection with the
transactions contemplated hereby based upon arrangements made by or on behalf of
such
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Stockholder. Such Stockholder, on behalf of itself and its affiliates, hereby
acknowledges that it is not entitled to receive any broker's, finder's,
financial advisor's or other similar fee or commission in connection with the
transactions contemplated hereby or by the Merger Agreement.
ARTICLE IV.
REPRESENTATIONS AND WARRANTIES OF
PARENT AND PURCHASER
Parent and Purchaser hereby, jointly and severally, represent and
warrant to the Stockholders as follows:
SECTION 4.1. DUE ORGANIZATION, AUTHORIZATION, ETC. Purchaser and
Parent are duly organized, validly existing and in good standing under the laws
of their jurisdiction of incorporation. Purchaser and Parent have all requisite
corporate power and authority to execute and deliver this Agreement and to
consummate the transactions contemplated hereby. The execution and delivery of
this Agreement and the consummation of the transactions contemplated hereby by
each of Purchaser and Parent have been duly authorized by all necessary
corporate action on the part of Purchaser and Parent, respectively. This
Agreement has been duly executed and delivered by each of Purchaser and Parent
and constitutes a legal, valid and binding obligation of each of Purchaser and
Parent, enforceable against Purchaser and Parent in accordance with its terms,
except as enforcement may be limited by bankruptcy, insolvency, moratorium or
other similar laws and except that the availability of equitable remedies,
including specific performance, is subject to the discretion of the court before
which any proceeding for such remedy may be brought.
ARTICLE V.
MISCELLANEOUS
SECTION 5.1. DEFINITIONS. Terms used but not otherwise defined in
this Agreement have the meanings ascribed to such terms in the Merger Agreement.
SECTION 5.2. TERMINATION. This Agreement shall terminate and be of
no further force and effect (i) by the written mutual consent of the parties
hereto, (ii) automatically and without any required action of the parties hereto
upon the Effective Time or (iii) upon termination of the Merger Agreement in
accordance with its terms. No such termination of this Agreement shall relieve
any party hereto from any liability for any breach of this Agreement prior to
termination.
SECTION 5.3. FURTHER ASSURANCE. From time to time, at another
party's request and without consideration, each party hereto shall execute and
deliver such additional documents and
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take all such further action as may be necessary or desirable to consummate and
make effective, in the most expeditious manner practicable, the transactions
contemplated by this Agreement.
SECTION 5.4. CERTAIN EVENTS. Each Stockholder agrees that this
Agreement and such Stockholder's obligations hereunder shall attach to such
Stockholder's 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, such Stockholder's heirs,
guardians, administrators, or successors. Notwithstanding any transfer of
Shares, the transferor shall remain liable for the performance of all its
obligations under this Agreement.
SECTION 5.5. 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 party hereto with its obligations hereunder, 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.
SECTION 5.6. SPECIFIC PERFORMANCE. Each Stockholder
acknowledges that if such Stockholder fails to perform any of its obligations
under this Agreement immediate and irreparable harm or injury would be caused to
Parent and Purchaser for which money damages would not be an adequate remedy. In
such event, each Stockholder agrees that each of Parent and Purchaser shall have
the right, in addition to any other rights it may have, to specific performance
of this Agreement. Accordingly, if Parent or Purchaser should institute an
action or proceeding seeking specific enforcement of the provisions hereof, each
Stockholder hereby waives the claim or defense that Parent or Purchaser, as the
case may be, has an adequate remedy at law and hereby agrees not to assert in
any such action or proceeding the claim or defense that such a remedy at law
exists. Each Stockholder further agrees to waive any requirements for the
securing or posting of any bond in connection with obtaining any such equitable
relief.
SECTION 5.7. NOTICE. All notices and other communications given or
made pursuant hereto shall be in writing and shall be deemed to have been duly
given or made (i) as of the date delivered or sent by facsimile if delivered
personally or by facsimile, and (ii) on the third business day after deposit in
the U.S. mail, if mailed by registered or certified mail (postage prepaid,
return receipt requested), in each case to the parties at the following
addresses (or at such other address for a party as shall be specified by like
notice, except that notices of changes of address shall be effective upon
receipt):
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(a) If to Parent or Purchaser:
c/o Warburg, Xxxxxx & Co.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx Xxxxxxxx
Facsimile: (000) 000-0000
With a copies to:
Xxxxxxx Xxxx & Xxxxxxxxx
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxx, Esq.
Facsimile: (000) 000-0000; and
(b) If to a Stockholder, at the address set
forth below such Stockholder's name on
Schedule I hereto.
SECTION 5.8. EXPENSES. Except as otherwise expressly set forth
herein, all fees, costs and expenses incurred in connection with this Agreement
or the Merger Agreement and the transactions contemplated hereby shall be paid
by the party incurring such fees, costs and expenses.
SECTION 5.9. HEADINGS. The headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
SECTION 5.10. SEVERABILITY. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule of law,
or public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
adverse to any party. Upon such determination that any term or other provision
is invalid, illegal or incapable of being enforced, the parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in an acceptable manner to the end
that transactions contemplated hereby are fulfilled to the maximum extent
possible.
SECTION 5.11. ENTIRE AGREEMENT; NO THIRD-PARTY BENEFICIARIES. This
Agreement constitutes the entire agreement and supersedes any and all other
prior agreements and undertakings, both written and oral, among the parties, or
any of them, with respect to the subject matter hereof, and this Agreement is
not intended to confer upon any other person any rights or remedies hereunder.
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SECTION 5.12. ASSIGNMENT. This Agreement shall not be assigned by
operation of law or otherwise.
SECTION 5.13. GOVERNING LAW. This Agreement shall be governed by,
and construed in accordance with, the laws of the State of Georgia applicable to
contracts executed in and to be performed entirely within that State.
SECTION 5.14. AMENDMENT. This Agreement may not be amended except
by an instrument in writing signed by the parties hereto.
SECTION 5.15. WAIVER. Any party hereto may (a) extend the time for
the performance of any of the obligations or other acts of the other parties
hereto, (b) waive any inaccuracies in the representations and warranties of the
other parties hereto contained herein or in any document delivered pursuant
hereto and (c) waive compliance by the other parties hereto with any of their
agreements or conditions contained herein. Any agreement on the part of a party
hereto to any such extension or waiver shall be valid only as against such party
and only if set forth in an instrument in writing signed by such party. The
failure of any party hereto to assert any of its rights under this Agreement or
otherwise shall not constitute a waiver of those rights.
SECTION 5.16. COUNTERPARTS. This Agreement may be executed in one
or more counterparts, and by the different parties hereto in separate
counterparts, each of which when executed shall be deemed to be an original but
all of which shall constitute one and the same agreement.
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IN WITNESS WHEREOF, Parent, Purchaser and the Stockholders have
caused this Agreement to be executed as of the date first written above.
HILLTOPPER HOLDING CORP.
By: /s/ Xxxxx Xxxxxxxx
------------------------------
Name: Xxxxx Xxxxxxxx
Title: Vice President
HILLTOPPER ACQUISITION CORP.
By: /s/ Xxxxx Xxxxxxxx
------------------------------
Name: Xxxxx Xxxxxxxx
Title: Vice President
STOCKHOLDERS:
WELSH, CARSON, XXXXXXXX & XXXXX VI, L.P.
By: /s/ Xxxxxxxx Rather
------------------------------
Name: Xxxxxxxx Rather
Title: Attorney-in-Fact
WCAS CAPITAL PARTNERS II, L.P.
By: /s/ Xxxxxxxx Rather
------------------------------
Name: Xxxxxxxx Rather
Title: Attorney-in-Fact
WCAS HEALTHCARE PARTNERS, L.P.
By: /s/ Xxxxxxxx Rather
------------------------------
Name: Xxxxxxxx Rather
Title: Attorney-in-Fact
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XXXXX XXXXXXXX VENTURE FUND II, LIMITED
PARTNERSHIP
By: South Atlantic Venture
Partners II, L.P.,
General Partner
By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Name: Xxxxxx X. Xxxxxx
Title: General Partner
SOUTH ATLANTIC VENTURE FUND III, LIMITED
PARTNERSHIP
By: South Atlantic Venture
Partners III, L.P.,
General Partner
By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Name: Xxxxxx X. Xxxxxx
Title: General Partner
THE XXXXXX PARTNERSHIP, LIMITED PARTNERSHIP
By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Name: Xxxxxx X. Xxxxxx
Title: General Partner
/s/ J. Xxxxxxx Xxxxx
------------------------------
J. Xxxxxxx Xxxxx
/s/ Xxxxxxxx X. Xxxxxx, Xx.
------------------------------
Xxxxxxxx X. Xxxxxx, Xx.
/s/ Xxxx X. Xxxx
------------------------------
Xxxx X. Xxxx
/s/ Xxxx X. Xxxxx, Xx.
------------------------------
Xxxx X. Xxxxx, Xx.
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Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxxx
Xxxxx X. Xxxxxxxx
Xxxxxx X. Xxxx
Xxxxxx X. XxXxxxxxx
Xxxxxx X. Xxxxxxxxx
Xxxx X. Xxxxxxx
By: /s/ Xxxxxxxx Rather
---------------------------
Name: Xxxxxxxx Rather
Title: Attorney-in-Fact
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SCHEDULE I
Number of Shares
Name and Address of Stockholder Owned
------------------------------- -----
Welsh, Carson, Xxxxxxxx & Xxxxx VI, L.P. 2,520,193
000 Xxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000-0000
Fax: (000) 000-0000
Attention: Xxxxxx X. Xxxx
WCAS Capital Partners II, L.P. 246,896
000 Xxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000-0000
Fax: (000) 000-0000
Attention: Xxxxxx X. Xxxx
WCAS Healthcare Partners, L.P. 81,384
000 Xxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000-0000
Fax: (000) 000-0000
Attention: Xxxxxx X. Xxxx
South Atlantic Venture Fund II, Limited Partnership 798,963
000 Xxxx Xxx Xxxxxx
Xxxxx, XX 00000-0000
Fax: (000) 000-0000
Attention: Xxxxxx X. Xxxxxx
South Atlantic Venture Fund III, Limited Partnership 206,214
000 Xxxx Xxx Xxxxxx
Xxxxx, XX 00000-0000
Fax: (000) 000-0000
Attention: Xxxxxx X. Xxxxxx
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Xxx Xxxxxx Partnership, Limited Partnership 187,500
X.X. Xxx 0000
Xxxxxxx, XX 00000
with a copy to:
The Xxxxxx Partnership, Limited Partnership
000 Xxxx Xxx Xxxxxx
Xxxxx, XX 00000-0000
Fax: (000) 000-0000
Attention: Xxxxxx X. Xxxxxx
J. Xxxxxxx Xxxxx 1,115,371
c/o Centennial HealthCare Corporation
000 Xxxxxxxxx Xxxxxx Xxxxxxx
Xxxxx 000
Xxxxxxx, XX 00000
Fax: (000) 000-0000
Xxxxxxxx X. Xxxxxx, Xx. 83,225
c/o Centennial HealthCare Corporation
000 Xxxxxxxxx Xxxxxx Xxxxxxx
Xxxxx 000
Xxxxxxx, XX 00000
Fax: (000) 000-0000
Xxxx X. Xxxx 92,792
c/o Centennial HealthCare Corporation
000 Xxxxxxxxx Xxxxxx Xxxxxxx
Xxxxx 000
Xxxxxxx, XX 00000
Fax: (000) 000-0000
Xxxx X. Xxxxx, Xx. 8,970
c/o Centennial HealthCare Corporation
000 Xxxxxxxxx Xxxxxx Xxxxxxx
Xxxxx 000
Xxxxxxx, XX 00000
Fax: (000) 000-0000
Xxxxxxx X. Xxxxx 49,977
c/o Welsh, Carson, Xxxxxxxx & Xxxxx
000 Xxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Fax: (000) 000-0000
Attention: Xxxxxx X. Xxxx
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Xxxxxxx X. Xxxxxx 49,977
c/o Welsh, Carson, Xxxxxxxx & Xxxxx
000 Xxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Fax: (000) 000-0000
Attention: Xxxxxx X. Xxxx
Xxxxx X. Xxxxxxxx 29,977
c/o Welsh, Carson, Xxxxxxxx & Xxxxx
000 Xxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Fax: (000) 000-0000
Attention: Xxxxxx X. Xxxx
Xxxxxx X. Xxxx 12,707
c/o Welsh, Carson, Xxxxxxxx & Xxxxx
000 Xxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Fax: (000) 000-0000
Attention: Xxxxxx X. Xxxx
Xxxxxx X. XxXxxxxxx 10,000
c/o Welsh, Carson, Xxxxxxxx & Xxxxx
000 Xxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Fax: (000) 000-0000
Attention: Xxxxxx X. Xxxx
Xxxxxx X. Xxxxxxxxx 10,772
c/o Welsh, Carson, Xxxxxxxx & Xxxxx
000 Xxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Fax: (000) 000-0000
Attention: Xxxxxx X. Xxxx
Xxxx X. Xxxxxxx 705
c/o Welsh, Carson, Xxxxxxxx & Xxxxx
000 Xxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Fax: (000) 000-0000
Attention: Xxxxxx X. Xxxx
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