Exhibit 9.2
STOCKHOLDERS AGREEMENT
STOCKHOLDERS AGREEMENT, dated June 24, 1997 (this "Agreement"), by
and among Triarc Companies, Inc., a Delaware corporation (the "Parent") and each
of the other parties signatory hereto (each, a "Stockholder" and, collectively,
the "Stockholders").
RECITALS
A. Concurrently herewith, the Parent, CCB Merger Corporation, a
Delaware corporation and wholly owned subsidiary of the Parent ("Mergerco"), and
Cable Car Beverage Corporation, a Delaware corporation (the "Company"), are
entering into an Agreement and Plan of Merger (as amended or modified from time
to time, the "Merger Agreement"; capitalized terms used herein without
definition shall have the respective meanings ascribed to them in the Merger
Agreement) pursuant to which Mergerco will be merged with and into the Company
(the "Merger").
B. As of the date hereof, each of the Stockholders Beneficially Owns
(as defined below) the number of shares of the Common Stock, par value $.01 per
share, of the Company ("Company Common Stock") set forth opposite such
Stockholder's name on Schedule I hereto.
C. As an inducement and a condition to entering into the Merger
Agreement, the 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 hereby agree as follows:
1. Provisions Concerning Company Common Stock. Each Stockholder
hereby agrees that during the period commencing on the date hereof and
continuing until the first to occur of (i) the Effective Time and (ii) the
termination of the Merger Agreement in accordance with Section 7.1 thereof, at
any meeting of the holders of Company Common Stock, however called, or in
connection with any written consent of the holders of Company Common Stock, such
Stockholder shall vote (or cause to be voted) the Company Common Stock held of
record or Beneficially Owned by such Stockholder (but excluding the Company
Common Stock identified as Excluded Shares on Schedule I hereto), whether
heretofore owned or hereafter acquired (collectively, the "Shares"), (i) in
favor of approval of the Merger Agreement and the transactions contemplated
thereby (the "Contemplated Transactions"), including,
without limitation, the Merger, and any actions required in furtherance thereof;
(ii) against any action 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 or the Contemplated
Transactions; and (iii) except as otherwise agreed to in writing in advance by
the Parent, against the following actions (other than the Merger and the other
Contemplated Transactions): (A) any Acquisition Proposal; or (B) (1) any change
in a majority of the Stockholders who constitute the board of directors of the
Company; (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 which is intended, or could reasonably be expected, to prevent,
or delay beyond the date specified in Section 7.1(b)(1) of the Merger Agreement,
the Merger or the Contemplated Transactions. Such Stockholder shall not enter
into any agreement or understanding with any Person the effect of which would be
inconsistent or violative of the provisions and agreements contained in Section
1 or 3 hereof.
For purposes of this Agreement, "Beneficially Own" or "Beneficial
Ownership" with respect to any securities shall mean having "beneficial
ownership" of such securities (as determined pursuant to Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act")), including
pursuant to any agreement, arrangement or understanding, whether or not in
writing. Without duplicative counting of the same securities by the same holder,
securities Beneficially Owned by a Person shall include securities Beneficially
Owned by all other Persons with whom such Person would constitute a "group" as
within the meanings of Section 13(d)(3) of the Exchange Act. For the purposes of
this Agreement, "Person" means any individual, corporation (including any
non-profit corporation), general or limited partnership, limited liability
company, joint venture, estate, trust, association, organization or other entity
or Governmental Authority.
2. Irrevocable Proxy. In the event the Stockholder shall fail to
comply with the provisions of Section 1, the Stockholder hereby agrees that such
failure shall result, without any further action by the Stockholder, in the
irrevocable appointment of the Parent and each of its officers, as its attorney
and proxy pursuant to the provisions of Section 212 of the General Corporation
Law of the State of Delaware, with full power of substitution, to vote and
otherwise act (by written consent or otherwise) with respect to the Shares which
the Stockholder is entitled to vote at any meeting of the holders of Company
Common Stock (whether annual or special and whether or not an adjourned or
postponed meeting) or consent in lieu of any such meeting or otherwise, on the
matters and in the manner specified in Section 1 (the "Proxy"). This Proxy and
power of attorney is irrevocable and coupled with an interest. The Stockholder
hereby revokes all other proxies and powers of attorney with respect to such
Shares that it may have heretofore appointed or granted, and no subsequent proxy
or power of attorney shall be given or written consent executed (and
if given or executed, shall not be effective) by the Stockholder with respect
thereto. All obligations of the Stockholder under this Agreement shall be
binding upon the heirs, personal representatives, successors and/or assigns of
the Stockholder.
3. Grant of Option. Each Stockholder severally grants to the Parent
an exclusive and irrevocable option (an "Option") to purchase such Stockholder's
Shares in whole but not in part, subject to the provisions of Section 4 hereof,
at the Option Price (as defined below) at any time after the Company shall have
(a) delivered to the Parent a Transaction Notice or (b) shall have furnished
confidential information to any Person or entered into negotiations with any
Person with respect to an Acquisition Proposal; provided, that if the Merger
Agreement is terminated pursuant to Section 7.1(c)(iii), 7.1(d)(i) or
7.1(d)(iii) of the Merger Agreement and this Agreement does not terminate in
accordance with Section 5 hereof, then the Options granted hereunder shall
expire at 5:00 p.m. (New York City time) on the tenth (10th) Business Day
following such termination of the Merger Agreement unless the Parent shall have
delivered a written notice to each Stockholder of its exercise of the Options in
accordance with Section 4 hereof. For purposes of this Agreement, the "Option
Price" with respect to each share of Company Common Stock to be purchased by the
exercise of any Option shall be an amount in cash equal to the product obtained
by multiplying (a) 0.1722 (the "Option Conversion Price") times (b) the Option
Average Parent Share Price (as defined below); provided, that (i) if the Option
Average Parent Share Price shall be less than $18.875, then the Option
Conversion Price shall be adjusted so that it shall equal the quotient obtained
by dividing (A) $3.25 by (B) the Option Average Parent Share Price, and (ii) if
the Option Average Parent Share Price shall be greater than $24.50, then the
Option Conversion Price shall be adjusted so that it shall equal the quotient
obtained by dividing (x) $4.22 by (y) the Option Average Share Price. For the
purposes of this Section 3, "Option Average Share Price" means the average
(without rounding) of the closing prices per share of Parent Class A Common
Stock on the NYSE on the NYSE Composite Tape for the fifteen (15) consecutive
trading days ending on the NYSE trading day immediately preceding the date of
the closing of the exercise of the Option.
4. Exercise of Option. The Parent shall exercise each and every
Option granted hereunder simultaneously. In the event the Parent wishes to
exercise the Options, the Parent shall send a written notice to each Stockholder
specifying the place (which shall be either Denver, Colorado or New York, New
York), time and date (which, to the extent practicable in the reasonable
judgment of the Parent, shall be no earlier than forty-eight (48) hours after
the delivery of such notice) for the closing of such purchase. At the closing
for the exercise of the Options:
(a) the Parent shall deliver to each Stockholder a certified
or bank check or checks payable to or upon the order of such Stockholder in an
amount equal to the aggregate Option Price of the Shares being purchased from
such Stockholder; and
(b) each Stockholder shall deliver to the Parent a duly
executed certificate or certificates representing the number of Shares being
purchased duly endorsed in blank or accompanied by appropriate stock powers duly
endorsed in blank.
5. Termination. This Agreement, including the Options granted
hereunder, shall terminate on the earlier to occur of (a) the Effective Time;
(b) the termination of the Merger Agreement pursuant to the following provisions
of the Merger Agreement: Section 7.1(a), 7.1(b), 7.1(c)(i) or 7.1(d)(iv), or
Section 7.1(c)(iii), 7.1(d)(i) or 7.1(d)(iii), provided that in the case of a
termination of the Merger Agreement pursuant to Section 7.1(c)(iii), 7.1(d)(i)
or 7.1(d)(iii) of the Merger Agreement, this Agreement shall terminate only if
the Company or its stockholders shall not have received an Acquisition Proposal,
and the Board of Directors of the Company shall not have withdrawn, or modified
or changed in a manner adverse to the Parent or Mergerco, its approval or
recommendation of the Merger Agreement or the Merger; and (c) the date that is
31 days after the date set forth in Section 7.1(b)(i) of the Merger Agreement,
as such date as set forth in Section 7.1(b)(i) of the Merger Agreement may be
extended, modified or waived from time to time in accordance with the provisions
of the Merger Agreement.
6. Representations and Warranties. Each Stockholder hereby
represents and warrants to the Parent and Mergerco as follows:
(a) Ownership of Company Common Stock. Such
Stockholder is, as of the date hereof, the record and Beneficial Owner of the
number of shares of Company Common Stock set forth opposite such Stockholder's
name on Schedule I hereto. On the date hereof, the Company Common Stock set
forth opposite such Stockholder's name on Schedule I hereto constitutes all of
the Company Common Stock owned of record or Beneficially Owned by such
Stockholder. Such Stockholder has good and valid title, and sole voting power
and sole power to issue instructions with respect to the matters set forth in
Section 1 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 (including, without limitation, to execute and
deliver the Proxy), in each case with respect to all of the Company Common Stock
set forth opposite such Stockholder's name on Schedule I hereto, with no
limitations, qualifications, encumbrances or restrictions on such rights (other
than those created under this Agreement) except as set forth on Schedule I
hereto.
(b) Power, Binding Agreement. Such Stockholder has the legal
capacity, power and authority to enter into and perform all of such
Stockholder's obligations under this Agreement. The execution, delivery and
performance of this Agreement by such Stockholder will not violate any other
agreement to which such Stockholder is a party. This Agreement has been duly and
validly executed and delivered by such Stockholder and constitutes a valid and
binding agreement of such
Stockholder, enforceable against such Stockholder in accordance with its terms,
except that (i) such enforcement may be subject to applicable bankruptcy,
insolvency or other similar laws, now or hereafter in effect, affecting
creditors' rights generally, and (ii) the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to equitable
defenses and to the discretion of the court before which any proceeding therefor
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 who is not a
party to this Agreement and whose consent is required for the execution and
delivery of this Agreement or the consummation by such Stockholder of the
transactions contemplated hereby. The Stockholder has not entered into any
voting agreement or trust or other stockholder agreement with respect to any
Company Common Stock Beneficially Owned or held of record by such Stockholder or
granted to any Person any proxy (revocable or irrevocable) or power-of-attorney
with respect to such Company Common Stock other than the Proxy expressly
contemplated hereby. If such Stockholder is married and such Stockholder's
Company Common Stock constitutes community property, this Agreement has been
duly authorized, executed and delivered by, and constitutes a valid and binding
agreement of, such Stockholder's spouse.
(c) No Conflicts. (i)Other than the filing of Forms 13-D
pursuant to the Securities Exchange Act of 1934, as amended, and such other
filings, consents, authorizations and approvals as are contemplated by the
Merger Agreement, no filing with, and no permit, authorization, consent or
approval of, any Governmental Authority is necessary for the execution of this
Agreement by such Stockholder and the consummation by such Stockholder of the
transactions contemplated hereby.
(ii) None of the execution and delivery of this
Agreement by such Stockholder, the consummation by such Stockholder of the
transactions contemplated hereby or compliance by such Stockholder with any of
the provisions hereof shall (A) 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 its governing documents (as applicable) or 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 (B) 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) As of the date hereof, there is (i) no suit, claim,
action, proceeding, review or investigation pending, or to the knowledge of such
Stockholder, threatened against the Stockholder, and (ii) no judgment, decree,
order,
writ or injunction of any Governmental Authority to which the Stockholder or his
or her assets are subject, that could materially impair the ability of the
Stockholder to perform his or her obligations hereunder or to consummate the
transactions contemplated hereby.
(e) No Finder's Fees. No broker, investment banker, financial
advisor or other Stockholder is entitled to any broker's, finder's, financial
advisor's or other similar fee or commission in connection with the Merger or
the other Contemplated Transactions based upon arrangements made by or on behalf
of such Stockholder or any of his or her affiliates or, to the knowledge of such
Stockholder, the Company or any of its affiliates, other than the fee payable to
Xxxxxxxxxx Securities in connection with its providing financial advice to the
Company and the Company's Board of Directors and delivery of the Company
Fairness Opinion.
(f) Reliance by the Parent. Such Stockholder understands and
acknowledges that the Parent is entering into the Merger Agreement in reliance
upon such Stockholder's execution and delivery of this Agreement.
7. Covenants.
(a) Other Potential Acquirors. Such Stockholder (i) shall
immediately cease any existing discussions or negotiations, if any, with any
parties conducted heretofore with respect to any potential Acquisition Proposal,
in his or her capacity as such, and (ii) from and after the date hereof shall
not, in such capacity, directly or indirectly, initiate, solicit or encourage
(including by way of furnishing non-public information or assistance), engage in
any discussions or negotiations with respect to, or take any other action to
facilitate, any inquiries or the making of any proposal that constitutes, or may
reasonably be expected to lead to, an Acquisition Proposal, or agree to or
endorse any Acquisition Proposal, or authorize or permit any of such
Stockholder's agents to do so, and such Stockholder shall promptly notify the
Parent of any offers, proposals, inquiries or Acquisition Proposals and shall
provide a copy of any such written proposal and a summary of any oral proposal
to the Parent immediately after receipt thereof (and shall specify the material
terms and conditions of such proposal and identify the Person making such
proposal) and thereafter keep the Parent promptly advised of any developments
with respect thereto.
(b) Restriction on Transfer, Proxies and Non-Interference.
Such Stockholder shall not, directly or indirectly, except as contemplated by
the Merger Agreement and this Agreement: (i) 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 such Stockholder's Shares or
any interest therein; (ii) grant any proxies or
powers of attorney, deposit any Shares 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 warrant 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.
8. Further Assurances. From time to time, at the Parent's request
and without further consideration, each Stockholder shall execute and deliver
such additional documents and take all such further lawful action as may be
reasonably necessary or desirable to consummate and make effective, in the most
expeditious manner practicable, the transactions contemplated by this Agreement.
9. Stop Transfer. Each Stockholder agrees with, and covenants to,
the 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 such Stockholder's Shares, unless such transfer is made in
compliance with this Agreement. In the event of a stock dividend or
distribution, or any change in the Company Common Stock by reason of any stock
dividend, split-up, recapitalization, combination, exchange of Company Common
Stock or the like, the term "Company Common Stock" shall be deemed to refer to
and include the Company Common Stock as well as all such stock dividends and
distributions and any Company Common Stock into which or for which any or all of
the Company Common Stock may be changed or exchanged.
10. Disclosure. Each Stockholder hereby agrees to permit the Parent
to publish and disclose in the S-4 and the Proxy Statement (including all
documents and schedules filed with the SEC), and any press release or other
disclosure document which the Parent, in its sole discretion, determines to be
necessary or desirable in connection with the Merger and any transactions
related thereto, such Person's identity and ownership of Company Common Stock
and the nature of his or her commitments, arrangements and understandings under
this Agreement.
11. Miscellaneous.
(a) Entire Agreement. This Agreement constitutes the entire
agreement among the parties with respect to the subject matter hereof and
supersedes all other prior agreements and understandings, both written and oral,
between the parties with respect to the subject matter hereof.
(b) Certain Events. Each Stockholder agrees that this
Agreement and the 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 his or her Shares, the transferor
shall remain liable for the performance of all obligations under this Agreement
of the transferor.
(c) Assignment. This Agreement shall not be assigned by the
Company or any Stockholder by operation of law or otherwise without the prior
written consent of the other party. The Parent may assign, in its sole
discretion, its rights and obligations hereunder to any direct or indirect
wholly owned subsidiary of the Parent.
(d) Amendments, Waivers, Etc. This Agreement may not be
amended, changed, supplemented, waived or otherwise modified or, except as
expressly provided herein, terminated, with respect to any Stockholder, except
upon the execution and delivery of a written agreement executed by such
Stockholder and the Parent; provided that Schedule I hereto may be supplemented
by the 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.
(e) Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given if delivered by
messenger, transmitted by telecopier, telex or telegram or mailed by registered
or certified mail, postage prepaid, as follows:
If to any Stockholder: At the addresses set forth on Schedule I hereto
with a copy to: Xxxx Xxxxx Xxxxxxxx Xxxxx & Xxxxxx, P.C.
Dominion Plaza
000 Xxxxxxxxxxx Xxxxxx
Xxxxx 0000, Xxxxx Xxxxx
Xxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx Xxxxx, Esq.
Telecopy: (000) 000-0000
If to the Parent: Triarc Companies, Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxx, Esq.
Telecopy: (000) 000-0000
with a copy to: Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx
1285 Avenue of the Americas
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxx X. Xxxxxx, Esq.
Telecopy: (000) 000-0000
Except as otherwise specified herein, all notices and other
communications shall be considered to have been duly given on the first to occur
of (a) the date of delivery if delivered personally on a Business Day during
normal business hours, and if not, on the next occurring Business Day, (b) five
(5) days following posting if transmitted by mail, (c) the date of transmission
with confirmed answer-back if transmitted by telex on a Business Day during
normal business hours, and if not, on the next occurring Business Day, or (d)
the date of receipt if transmitted by telecopier or facsimile on a Business Day
during normal business hours, and if not, on the next occurring Business Day.
Any party may change his, her or its address for purposes hereof by notice to
the other party given as provided in this Section 9(e).
(f) Severability. Whenever possible, each provision or portion
of any provision of this Agreement will be interpreted in such manner as to be
effective and valid under applicable law but if any provision or portion of any
provision of this Agreement is held to be invalid, illegal or unenforceable in
any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality or unenforceability will not affect any other provision
or portion of any provision in such jurisdiction, and this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision or portion of any provision had never been
contained herein.
(g) Specific Performance. Each of the parties hereto
recognizes and acknowledges that a breach by it of any covenants or agreements
contained in this Agreement will cause the other party to sustain damages for
which it would not have an adequate remedy at law for money damages, and
therefore 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.
(h) Remedies Cumulative. All rights, powers and remedies
provided under this Agreement or otherwise available in respect hereof at law or
in equity shall be cumulative and not alternative, and the exercise of any
thereof by any party shall not preclude the simultaneous or later exercise of
any other such right, power or remedy by such party.
(i) No Waiver. The failure of any party hereto to exercise any
right, power or remedy provided under this Agreement or otherwise available in
respect hereof at law or in equity, or to insist upon compliance by any other
party hereto with his, her or 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 his, her or its right to exercise any such or other right, power or
remedy or to demand such compliance.
(j) No Third Party Beneficiaries. This Agreement is not
intended to be for the benefit of, and shall not be enforceable by, any person
or entity who or which is not a party hereto.
(k) Descriptive Headings. The descriptive headings used
herein are inserted for convenience of reference only and are not intended to be
part of or to affect the meaning or interpretation of this Agreement.
(l) Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original, but all of which,
taken together shall constitute one and the same Agreement.
(m) GOVERNING LAW. THIS AGREEMENT SHALL
BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE
PRINCIPLES OF CONFLICTS OF LAW THEREOF, EXCEPT TO THE
EXTENT THAT THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE APPLY.
(n) NO LIMITATION OF FIDUCIARY DUTIES. THE PARTIES HERETO
ACKNOWLEDGE AND AGREE THAT NONE OF THE PROVISIONS HEREIN SHALL BE DEEMED TO
RESTRICT OR LIMIT ANY FIDUCIARY DUTY ANY OF THE STOCKHOLDERS MAY HAVE AS A
MEMBER OF THE BOARD OF DIRECTORS OF THE COMPANY; PROVIDED, THAT NO SUCH DUTY
SHALL EXCUSE ANY OF THE STOCKHOLDERS
[Intentionally left blank]
FROM HIS OBLIGATIONS AS A STOCKHOLDER TO VOTE THE SHARES OF THE COMPANY COMMON
STOCK AS HEREIN PROVIDED, AND TO OTHERWISE COMPLY WITH EACH OF THE TERMS AND
CONDITIONS OF THIS AGREEMENT.
IN WITNESS WHEREOF, the Parent and each Stockholder have caused this
Agreement to be duly executed as of the day and year first above written.
TRIARC COMPANIES, INC.
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Executive Vice President
STOCKHOLDERS:
/s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
/s/ Xxxxx X. Xxxx
Xxxxx X. Xxxx
/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
/s/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
ACKNOWLEDGMENT:
The undersigned hereby acknowledges the terms and provisions of Section 9 of
this Agreement.
CABLE CAR BEVERAGE CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: President
Schedule I
SHARES OF
STOCKHOLDER COMPANY EXCLUDED
NAME AND ADDRESS COMMON STOCK SHARES SHARES
Xxxxxx X. Xxxxxxx 723,643 0 723,643(1)
0000 Xxxxxx Xxxxx Xxxx
Xxxxxx Xxxxx Xxxxxxx, XX 00000
Xxxxx X. Xxxx 381,234 0 381,234
0000 Xxxxxx Xxxxx Xxxx
Xxxxxx Xxxxx Xxxxxxx, XX 00000
Xxxxxxx X. Xxxxxx 666,532 10,000(2) 656,532
0000 Xxxxx Xxxxxxxx Xxxxx
Xxxx, XX 00000
Xxxxx X. Xxxxxxx
0000 Xxxxx Xxxxxxxx Xxxxx
Xxxx, XX 00000 7,200 5,000(3) 2,200
--------------
(1) 60,000 of Xx. Xxxxxxx'x Shares have been pledged to Xxxxxxx X. Xxxxxx
as security.
(2) Xx. Xxxxxx'x Excluded Shares are comprised of 10,000 shares in a trust
for his benefit, for which Xxxxxxx X. Xxxxxx is trustee.
(3) Xx. Xxxxxxx'x Excluded Shares are comprised of 5,000 shares in an XXX
account.
