Exhibit (d)(2)
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STOCKHOLDERS AGREEMENT
BY AND AMONG
PURE RESOURCES, INC.
PURE RESOURCES II, INC.
AND
THE STOCKHOLDERS LISTED ON EXHIBIT I HERETO
Dated as of March 29, 2001
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STOCKHOLDERS AGREEMENT
This STOCKHOLDERS AGREEMENT (this "Agreement") is dated as of March 29,
2001, by and among Pure Resources, Inc., a Delaware, corporation ("Parent"),
Pure Resources II, Inc., a Delaware corporation and an indirect wholly-owned
subsidiary of Parent ("Purchaser"), and the other parties signatory hereto
(individually, a "Stockholder" and, collectively, the "Stockholders").
W I T N E S S E T H:
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WHEREAS, concurrently herewith, Parent, Purchaser and Hallwood Energy
Corporation, a Delaware corporation (the "Company"), are entering into an
Agreement and Plan of Merger (the "Merger Agreement") (capitalized terms used
but not defined herein shall have the meanings set forth in the Merger
Agreement), pursuant to which (i) Purchaser will commence the Offer and (ii)
upon consummation of the Offer, Purchaser will be merged with and into the
Company (the "Merger"); and
WHEREAS, as an inducement and a condition to entering into the Merger
Agreement, Parent has required that the Stockholders agree, and the Stockholders
have agreed, to enter into this Agreement;
NOW, THEREFORE, in consideration of the foregoing and the mutual premises,
representations, warranties, covenants and agreements contained herein, the
parties hereto, intending to be legally bound, hereby agree as follows:
1. Grant of Irrevocable Proxy; Appointment of Proxy.
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(a) Each Stockholder hereby irrevocably grants to, and appoints, Parent and
any nominee thereof, its proxy and attorney-in-fact (with full power of
substitution), for and in the name, place and stead of such Stockholder, to vote
the number of shares of Company Stock set forth opposite such Stockholder's name
on Exhibit I hereto (the "Existing Shares" and, together with any shares of
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Company Stock acquired by such Stockholder after the date hereof and prior to
the termination of this Agreement whether upon the exercise of options, warrants
or rights, the conversion or exchange of convertible or exchangeable securities,
or by means of purchase, dividend, distribution or otherwise and acquired by
such Stockholder solely in its capacity as a stockholder, such shares, with
respect to such Stockholder or any of its transferees, the "Shares"), and any
other shares of Company Stock owned by such Stockholder whether issued,
heretofore owned or hereafter acquired, or grant a consent or approval in
respect of the Shares, in connection with any meeting of the stockholders of the
Company (i) in favor of the Merger, and the approval of the terms of the Merger
Agreement and each of the other transactions contemplated by the Merger
Agreement and this Agreement and any actions required in furtherance thereof,
(ii) against any action, transaction or agreement that would result in a breach
in any respect of any covenant, representation or warranty or any other
obligation or agreement of the Company under the Merger Agreement, and (iii)
against (A) any extraordinary corporate transaction, such as a merger,
consolidation or other business combination involving the Company or any of its
subsidiaries; (B) a sale, lease or transfer of a material amount of assets of
the Company or any of its subsidiaries, or a reorganization, recapitalization,
dissolution or liquidation of the Company or any of its subsidiaries; (C) any
Company Takeover Proposal; and (D) (1) any change
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in a majority of the persons who constitute the board of directors of the
Company (other than a change proposed by Parent); (2) any change in the present
capitalization of the Company or any amendment of the Company's Certificate of
Incorporation or By-laws; (3) any other material change in the Company's
corporate structure or business; or (4) any other action involving the Company
or any of its subsidiaries which is intended, or could reasonably be expected,
to impede, interfere with, delay, postpone, or materially adversely affect the
Merger and the transactions contemplated by this Agreement and the Merger
Agreement.
(b) Each Stockholder represents that any proxies heretofore given in
respect of the Shares, if any, are not irrevocable, and that such proxies are
hereby revoked.
(c) Each Stockholder hereby affirms that the irrevocable proxy set forth in
this Section 1 is given in connection with the execution of the Merger
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Agreement, and that such irrevocable proxy is given to secure the performance of
the duties of the Stockholder under this Agreement. Each Stockholder hereby
further affirms that the irrevocable proxy is coupled with an interest and,
except as set forth in Section 10 hereof, is irrevocable in accordance with the
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provisions of Section 212(e) of the Delaware General Corporation Law.
2. Tender of Shares. Each Stockholder, severally but not jointly, agrees
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that, as soon as practicable following commencement of the Offer, such
Stockholder shall tender or cause to be tendered all of his respective Shares
pursuant to and in accordance with the terms of the Offer, and shall not
withdraw such Shares from the Offer unless the Merger Agreement or the Offer is
terminated pursuant to their respective terms. Each Stockholder, severally but
not jointly, acknowledges and agrees that Purchaser's obligation to accept for
payment the Shares in the Offer, including any Shares tendered by such
Stockholder, is subject to the terms and conditions of the Offer and the Merger
Agreement. Each Stockholder, severally but not jointly, further agrees to the
cancellation of each outstanding option to purchase Shares of the Company held
by such Stockholder, in exchange for the consideration described in Section
6.04(a) of the Merger Agreement. Each Stockholder hereby permits 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 Shares and the nature of its commitments, arrangements and
understandings under this Agreement.
3. Representations and Warranties of the Stockholders. Each Stockholder
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hereby represents and warrants, severally but not jointly, to Parent as follows:
(a) Ownership of Shares. Such Stockholder is the record and beneficial
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owner of the number and class of Existing Shares set forth opposite such
Stockholder's name on Exhibit I hereto. Such Stockholder has sole voting power
and sole power to issue instructions with respect to the matters set forth in
Sections 2 and 3 hereof, sole power of disposition, sole power of conversion,
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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
Existing Shares set forth opposite Stockholder's name on Exhibit I hereto, with
no limitations, qualifications or restrictions on such rights, subject to
applicable securities laws and the terms of this Agreement, which are the only
shares of Company Stock owned of record or beneficially by such Stockholder.
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(b) Power; Binding Agreement. Such Stockholder has the legal capacity,
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power and authority to enter into and perform all of such Stockholder's
obligations under this Agreement. The execution, delivery and performance of
this Agreement by such Stockholder will not violate any other agreement to which
such Stockholder is a party including, without limitation, any voting agreement,
stockholders agreement or voting trust. This Agreement has been duly and
validly executed and delivered by such Stockholder and constitutes a valid and
binding agreement of such Stockholder, enforceable against such Stockholder in
accordance with its terms. 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.
(c) No Conflicts. Except for filings and approvals under the HSR Act, if
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applicable, (A) no filing with, and no permit, authorization, consent or
approval of, any state or federal public body or authority is necessary for the
execution of this Agreement by such Stockholder and the consummation by such
Stockholder of the transactions contemplated hereby and (B) none of the
execution and delivery of this Agreement by such Stockholder, the consummation
by such Stockholder of the transactions contemplated hereby or compliance by
such Stockholder with any of the provisions hereof shall (1) conflict with or
result in any breach of any applicable organizational documents applicable to
such Stockholder, (2) result in a violation or breach of, or constitute (with or
without notice or lapse of time or both) a default (or give rise to any third
party right of termination, cancellation, material modification or acceleration)
under any of the terms, conditions or provisions of any note, bond, mortgage,
indenture, license, contract, commitment, arrangement, understanding, agreement
or other instrument or obligation of any kind to which such Stockholder is a
party or by which such Stockholder or any of such Stockholder's properties or
assets may be bound, or (3) violate any order, writ, injunction, decree,
judgment, order, statute, rule or regulation applicable to such Stockholder or
any of such Stockholder's properties or assets.
(d) No Finder's Fees. Except as disclosed pursuant to the Merger
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Agreement, 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 Stockholder.
(e) No Encumbrances. Except for those Shares held by The Hallwood Group
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Incorporated that are pledged to First Bank Texas, N.A. pursuant to that certain
Credit Agreement, dated December 21, 1999 (the "Pledged Shares"), the Shares of
such Stockholder and the certificates representing the Shares of such
Stockholder are now, and at all times during the term hereof will be, held by
such Stockholder, or by a nominee or custodian for the benefit of such
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. Except for the Pledged Shares, the transfer by such Stockholder of
the Shares of such Stockholder to Purchaser hereunder shall pass to and
unconditionally vest in Purchaser good and valid title to all Shares, free and
clear of all claims, liens, restrictions, security interests, pledges,
limitations and encumbrances whatsoever, other than any such encumbrances
created by Purchaser.
(f) Reliance by Parent. Such Stockholder understands and acknowledges that
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Parent is entering into, and causing Purchaser to enter into, the Merger
Agreement in reliance upon such Stockholder's execution and delivery of this
Agreement.
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4. Representations and Warranties of Parent and Purchaser. Parent and
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Purchaser hereby represent and warrant to each Stockholder as follows:
(a) Due Organization, etc. Each of Parent and Purchaser is a corporation
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duly organized and validly existing under the laws of the state of Delaware.
Each of Parent and Purchaser has all necessary 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 Parent and Purchaser
have been duly authorized by all necessary corporate action on the part of
Parent and Purchaser and, assuming its due authorization, execution and delivery
by each Stockholder, constitutes a legal, valid and binding obligation of each
of Parent and Purchaser, enforceable against each of Parent and Purchaser in
accordance with its terms.
(b) No Conflicts. Except for filings and approvals under the HSR Act or
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the Antitrust Laws, if applicable, (A) no filing with, and no permit,
authorization, consent or approval of, any state or federal public body or
authority is necessary for the execution of this Agreement by Parent and
Purchaser and the consummation by Parent and Purchaser of the transactions
contemplated hereby and (B) none of the execution and delivery of this Agreement
by Parent or Purchaser, the consummation by Parent and Purchaser of the
transactions contemplated hereby shall (1) conflict with or result in any breach
of the organizational documents of Parent or Purchaser, (2) result in a
violation or breach of, or constitute (with or without notice or lapse of time
or both) a default (or give rise to any third party right of termination,
cancellation, material modification or acceleration) under any of the terms,
conditions or provisions of any note, bond, mortgage, indenture, license,
contract, commitment, arrangement, understanding, agreement or other instrument
or obligation of any kind to which Parent or Purchaser is a party or by which
Parent or Purchaser or any of their respective properties or assets may be
bound, or (3) violate any order, writ, injunction, decree, judgment, order,
statute, rule or regulation applicable to Parent or Purchaser or any of their
respective properties or assets.
(c) Investment Intent. The purchase of Shares from the Stockholders
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pursuant to this Agreement is for the account of Purchaser for the purpose of
investment and not with a view to or for sale in connection with any
distribution thereof within the meaning of the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder.
5. Covenants of the Stockholders. Each Stockholder covenants and agrees
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as follows:
(a) No Solicitation. Beginning on the date hereof and ending on the
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expiration of this Agreement, each Stockholder shall not, in its capacity as
such, directly or indirectly, (i) continue any discussions or negotiations, if
any, with any parties, other than Parent and Purchaser, conducted heretofore
with respect to any Company Takeover Proposal or which could reasonably be
expected to lead to a Company Takeover Proposal, (ii) solicit, initiate or
knowingly encourage any inquiries relating to, or the submission of, any Company
Takeover Proposal, (iii) participate in any discussions or negotiations
regarding any Company Takeover Proposal, or, in connection with any Company
Takeover Proposal, furnish to any person any information or data with respect to
or access to the properties of the Company, or take any other action to
facilitate the making of any proposal that
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constitutes or may reasonably be expected to lead to any Company Takeover
Proposal or (iv) enter into any agreement with respect to any Company Takeover
Proposal.
(b) Restriction on Transfer, Proxies and Non-Interference. Stockholder
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agrees that it shall not (i) directly or indirectly, 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, transfer, tender, pledge, encumbrance,
assignment or other disposition of, any or all of the Shares of such Stockholder
or any interest therein; (ii) except as contemplated by this Agreement, grant
any proxies or powers of attorney, deposit any Shares of such Stockholder into a
voting trust or enter into a voting agreement with respect to any Shares; or
(iii) take any action that would make any representation or warranty of such
Stockholder contained herein untrue or incorrect or have the effect of
preventing or disabling such Stockholder from performing such Stockholder's
obligations under this Agreement.
(c) Waiver of Appraisal Rights. Stockholder hereby irrevocably waives any
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rights of appraisal or rights to dissent from the Merger that such Stockholder
may have.
(d) Stop Transfer; Changes in Shares. Stockholder agrees with, and
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covenants to, Parent that such Stockholder shall not request that the Company
register the transfer (book-entry or otherwise) of any certificate or
uncertificated interest representing any of the Shares of such Stockholder,
unless such transfer is made in compliance with this Agreement. In the event of
a stock dividend or distribution, or any change in any class of Company Stock by
reason of any stock dividend, split-up, recapitalization, combination, exchange
of shares or the like, the term "Shares" shall be deemed to refer to and include
the Shares of such Stockholder as well as all such stock dividends and
distributions and any shares into which or for which any or all of the Shares of
such Stockholder may be changed or exchanged and the Purchase Price shall be
appropriately adjusted. Such Stockholder shall be entitled to receive any cash
dividend paid by the Company in respect of the Shares of such Stockholder during
the term of this Agreement until the Effective Time or purchased hereunder.
(e) Release of Pledged Shares. The Hallwood Group Incorporated agrees to
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obtain a release from First Bank Texas, N.A. that covers the Pledged Shares
within fifteen (15) business days from the signing of this Agreement.
(f) Other Matters. Each Stockholder agrees to cause the record holder of
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any shares of Company Stock that is beneficially owned by such Stockholder to
comply with the provisions of Section 2 and Section 5 with respect to such
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shares.
6. Fiduciary Duties. Notwithstanding anything in this Agreement to the
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contrary, the covenants and agreements set forth herein shall not prevent any of
the Stockholders serving as an officer nor any of the Stockholders or their
designees serving on the Company's Board of Directors from taking any action,
subject to the applicable provisions of the Merger Agreement, while acting in
their capacity as an officer or a director of the Company.
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7. Miscellaneous.
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(a) Further Assurances. From time to time, at the other party's request
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and without further consideration, each party hereto shall execute and deliver
such additional documents and take all such further lawful action as may be
necessary or desirable to consummate and make effective, in the most expeditious
manner practicable, the transactions contemplated by this Agreement.
Furthermore, each Stockholder shall, upon request of Parent or Purchaser,
execute and deliver any additional documents and take such further actions as
may reasonably be deemed by Parent or Purchaser to be necessary or desireable to
vest the power to vote the Shares as contemplated by Section 1 hereof.
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(b) Entire Agreement. This Agreement and the Merger Agreement constitute
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the entire agreement between the parties with respect to the subject matter
hereof and supersedes all other prior agreements and understanding, both written
and oral, between the parties with respect to the subject matter hereof.
(c) Certain Events. Each Stockholder agrees that this Agreement and the
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obligations hereunder shall attach to the Shares of such Stockholder and shall
be binding upon any person 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 obligations under this Agreement of the transferor.
(d) Assignment. This Agreement shall not be assigned by operation of law
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or otherwise without the prior written consent of the other party, provided that
Parent may assign, at its sole discretion, its rights and obligations hereunder
to any direct or indirect wholly-owned subsidiary of Parent, although no such
assignment shall relieve Parent of its obligations hereunder if such assignee
does not perform such obligations.
(e) Amendments, Waivers, Etc. This Agreement may not be amended, changed,
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supplemented, waived or otherwise modified or terminated, except upon the
execution and delivery of a written agreement executed by the relevant parties
with respect to any one or more Stockholders hereto, provided that Exhibit I
hereto may be supplemented by Parent by adding the name and other relevant
information concerning any stockholder of the Company who agrees to be bound by
the terms of this Agreement without the agreement of any other party hereto, and
thereafter such added stockholder shall be treated as a "Stockholder" for all
purposes of this Agreement.
(f) Notices. All notices, requests, claims, demands and other
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communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly received if so given) by hand delivery, telegram, telex
or telecopy, or by mail (registered or certified mail, postage prepaid, return
receipt requested) or by any courier service, such as Federal Express, providing
proof of delivery. All communications hereunder shall be delivered to the
respective parties at the following addresses:
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If to the Stockholders: At the addresses set forth on Exhibit I hereto
copies to:
The Hallwood Group Incorporated
0000 Xxxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Telephone: 000-000-0000
Telecopier: 000-000-0000
Attention: President
and
Hallwood Energy Corporation
0000 X. Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
Telephone: 000-000-0000
Telecopier: 000-000-0000
Attention: Xxxxxxxx X. Xxxxxx
and
Jenkens & Xxxxxxxxx
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Telephone: 000-000-0000
Telecopier: 000-000-0000
Attention: W. Xxxx Xxxxxx
If to Parent or Purchaser:
Pure Resources, Inc.
000 Xxxx Xxxxxxxx
Xxxxxxx, Xxxxx 00000
Telephone: 000-000-0000
Telecopier: 000-000-0000
Attention: Xx. Xxxx Xxxxxxxxx
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copy to:
Xxxxxxxx & Xxxxxx, L.L.P.
0000 Xxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Telephone: 000-000-0000
Telecopier: 214-969-1751
Attention: Xx. Xxx Xxxxxxxxxxx
or to such other address as the person to whom notice is given may have
previously furnished to the others in writing in the manner set forth above.
(g) Severability. Whenever possible, each provision or portion of any
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provision of this Agreement will be interpreted in such manner as to be
effective and valid under applicable law but if any provision or portion of any
provision of this Agreement is held to be invalid, illegal or unenforceable in
any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality or unenforceability will not affect any other provision
or portion of any provision in such jurisdiction, and this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision or portion of any provision had never been
contained herein.
(h) Specific Performance. Each of the parties hereto recognizes and
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acknowledges that a breach by it of any covenants or agreements contained in
this Agreement will cause the other party to sustain damages for which it would
not have an adequate remedy at law for money damages, and therefore each of the
parties hereto agrees that in the event of any such breach the aggrieved party
shall be entitled to the remedy of specific performance of such covenants and
agreements and injunctive and other equitable relief in addition to any other
remedy to which it may be entitled, at law or in equity.
(i) Remedies Cumulative. All rights, powers and remedies provided under
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this Agreement or otherwise available in respect hereof at law or in equity
shall be cumulative and not alternative, and the exercise of any thereof by any
party shall not preclude the simultaneous or later exercise of any other such
right, power or remedy by such party.
(j) No Waiver. The failure of any party hereto to exercise any right,
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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, and any custom or practice of the parties
at variance with the terms hereof shall not constitute a waiver by such party of
its right to exercise any such or other right, power or remedy or to demand such
compliance.
(k) No Third Party Beneficiaries. This Agreement is not intended to be for
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the benefit of, and shall not be enforceable by, any person or entity who or
which is not a party hereto.
(l) Governing Law. This Agreement, and the legal relations between the
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parties hereto, shall be governed and construed in accordance with the laws of
the State of Delaware, applicable to agreements executed and to be performed
solely within such State.
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(m) Submission to Jurisdiction; Waiver of Jury Trial. The parties hereby
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submit to the jurisdiction of the United States District Court for the Northern
District of Texas and of any Texas State Court sitting in Dallas County, Texas
for purposes of all legal proceedings which may arise hereunder or under any of
the other documents entered into in connection herewith. The parties
irrevocably waive, to the fullest extent permitted by law, any objection which
it may have or hereafter have to the laying of the venue of any such proceeding
brought in such a court and any claim that any such proceeding brought in such a
court has been brought in an inconvenient forum. The parties hereby consent to
process being served in any such proceeding by the mailing of a copy thereof by
registered or certified mail, postage prepaid, to their respective addresses
specified in Section 7(f) or in any other manner permitted by law. THE PARTIES
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HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE
TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF,
UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER DOCUMENTS ENTERED INTO
IN CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER VERBAL OR WRITTEN), OF ANY PARTY.
(n) Descriptive Headings. The descriptive headings used herein are
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inserted for convenience of reference only and are not intended to be part of or
to affect the meaning or interpretation of this Agreement.
(o) Counterparts. This Agreement may be executed in two or more
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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 taken
together shall constitute one and the same agreement. Delivery of an executed
counterpart of a signature page to this Agreement by telecopier shall be
effective as delivery of a manually executed counterpart of this Agreement.
10. Termination. This Agreement shall terminate as to a particular
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Stockholder, and none of Parent, Purchaser or any Stockholder shall have any
rights or obligations hereunder and this Agreement shall become null and void
and have no effect upon the earlier of (i) the payment for all Company Stock
beneficially owned by such Stockholder pursuant to the Offer, (ii) the Effective
Time of the Merger and (iii) at the time the Merger Agreement is terminated in
accordance with its terms. Nothing in this Section 10 shall relieve any party
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of liability for breach of this Agreement.
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IN WITNESS WHEREOF, Parent, Purchaser and each Stockholder have caused this
Agreement to be duly executed as of the day and year first above written.
PURE RESOURCES, INC.
By: /s/ Xxxx Xxxxxxxxx
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Name: Xxxx Xxxxxxxxx
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Title: President
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PURE RESOURCES II, INC.
By: /s/ Xxxx Xxxxxxxxx
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Name: Xxxx Xxxxxxxxx
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Title: President
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STOCKHOLDERS
THE HALLWOOD GROUP INCORPORATED
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
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Title: Vice President
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/s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
/s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
/s/ Xxxxxxx X. Xxxxxx
------------------------------------------------
Xxxxxxx X. Xxxxxx
/s/ Xxxxxxx X. Xxxxxxxxxxx
------------------------------------------------
Xxxxxxx X. Xxxxxxxxxxx
/s/ Xxxxxxxx X. Xxxxxx
------------------------------------------------
Xxxxxxxx X. Xxxxxx
/s/ Xxxxxx X. Xxxxxxxxxx
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Xxxxxx X. Xxxxxxxxxx
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
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EXHIBIT I
To Stockholders Agreement
Number of Shares of Class
of Company Stock held by
Name of Stockholder Class of Company Stock Stockholders
------------------ ---------------------- ------------
The Hallwood Group Incorporated Common Stock 1,440,000
Xxxxxxx X. Xxxxxxxx Common Stock 10,700
Xxxxxxx X. Xxxxxxxx Common Stock 74
Preferred Stock 6
Xxxxxxx X. Xxxxxx Common Stock 1,044
Preferred Stock 600
Xxxxxxx X. Xxxxxxxxxxx Common Stock 0
Xxxxxxxx X. Xxxxxx Common Stock 830
Preferred Stock 300
Xxxxxx X. Xxxxxxxxxx Common Stock 5,517
Preferred Stock 66
Xxxxxxx X. Xxxxxx Preferred Stock 2,000
E-1
