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Exhibit 1
STOCKHOLDER AGREEMENT dated as of February 9, 1997, among
WESTINGHOUSE ELECTRIC CORPORATION, a Pennsylvania corporation
("Parent"), the individuals and other parties listed on Schedule A
attached hereto (together with any Transferee (as hereinafter
defined), each, a "Stockholder" and, collectively, the
"Stockholders"), and Xxxxxx X. Xxxxxxx, Xxxxx Xxxxxxx Xxxxxx,
Xxxxxxxxx Xxxxxxx Everest, Xxxxxx X. Xxxxxxx XX and Xxxxxx X.
Xxxxxxxxx, as trustees (in such capacity, together with any New
Trustee (as hereinafter defined), each, a "Trustee", and
collectively, the "Trustees") of the Trust (as hereinafter
defined).
WHEREAS Parent, G Acquisition Corp., a Delaware corporation and a
wholly owned subsidiary of Parent ("Sub"), and Xxxxxxx Entertainment Company, a
Delaware corporation (the "Company"), propose to enter into an Agreement and
Plan of Merger dated as of the date hereof (as the same may be amended in
accordance with Section 1.01(b) thereof or, with the consent of the Trustees,
otherwise amended, the "Merger Agreement"; capitalized terms used but not
defined herein shall have the meanings set forth in the Merger Agreement)
providing for the merger of Sub with and into the Company (the "Merger")
following the Restructuring and the Company Distribution, upon the terms and
subject to the conditions set forth in the Merger Agreement;
WHEREAS as of the date hereof the Trustees constitute all the trustees
of that certain voting trust (the "Trust"), created pursuant to the Agreement
dated as of October 3, 1990, as amended by Amendment No. 1 to Voting Trust
Agreement dated as of October 23, 1991 (as so amended, the "Trust Agreement"),
among the Trustees and certain shareholders of the Company party thereto from
time to time;
WHEREAS as of the date hereof each Stockholder owns of record the
number of shares of Class A Common Stock, $.01 par value, of the Company (the
"Class A Common Stock"), and of Class B Common Stock, $.01 par value, of the
Company (the "Class B Common Stock" and, together with the Class A Common
Stock, the "Common Stock"), set forth opposite his, her or its name on
Schedule A attached hereto (such shares of Common Stock, together with any
other shares of capital
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stock of the Company acquired by such Stockholder after the date hereof and
during the term of this Agreement, being collectively referred to herein as
such Stockholder's "Non-Trust Shares");
WHEREAS as of the date hereof the Trust owns of record 37,767,956
shares of Class B Common Stock (such shares of common stock, together with any
other shares of capital stock of the Company deposited in or otherwise acquired
by the Trust after the date of this Agreement, being collectively referred to
herein as the "Trust Shares");
WHEREAS as of the date hereof each Stockholder owns beneficially the
number of Trust Shares set forth opposite his, her or its name on Schedule A
attached hereto (such Trust Shares, together with any other Trust Shares
acquired by such Stockholder after the date hereof and during the term of this
Agreement, being collectively referred to herein as such Stockholder's Trust
Shares) and each Stockholder owns of record Trust Certificates (as such term is
defined in the Trust Agreement) evidencing ownership of such Stockholder's
Trust Shares); and
WHEREAS as a condition to its willingness to enter into the Merger
Agreement, Parent has requested that each Stockholder, individually as a
shareholder and as a holder of Trust Certificates, and each Trustee, in his or
her capacity as a trustee of the Trust, enter into this Agreement;
NOW, THEREFORE, to induce Parent to enter into, and in consideration
of its entering into, the Merger Agreement, and in consideration of the
premises and the representations, warranties, covenants and agreements
contained herein, the parties hereto agree as follows:
1. Representations and Warranties of each Stockholder. Each
Stockholder hereby, severally and not jointly, represents and warrants to
Parent in respect of himself, herself or itself as follows:
(a) Authority. The Stockholder has all requisite power and authority
to enter into this Agreement and to consummate the transactions
contemplated hereby. This Agreement has been duly authorized, executed and
delivered by the Stockholder and constitutes a valid and binding
obligation of the Stockholder enforceable
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in accordance with its terms, except to the extent limited by bankruptcy,
insolvency or other similar laws of general application affecting the
enforcement of creditors' rights generally or by general principles of
equity. The execution and delivery of this Agreement do not, and the
consummation of the transactions contemplated hereby and compliance with
the terms hereof will not, result in any violation of, or default (with or
without notice or lapse of time or both) under any provision of, any trust
agreement, loan or credit agreement, note, bond, mortgage, indenture,
lease or other agreement, instrument, permit, concession, franchise,
license, judgment, order, notice, decree, statute, law, ordinance, rule or
regulation applicable to the Stockholder or to any of the Stockholder's
property or assets. If the Stockholder is married and the Stockholder's
Non-Trust Shares or Trust Shares constitute community property or
otherwise are owned or held in a manner that requires spousal or other
approval for this Agreement to be legal, valid and binding, this Agreement
has been duly authorized, executed and delivered by, and constitutes a
valid and binding agreement of, the Stockholder's spouse or the person
giving such approval, enforceable against such spouse or person in
accordance with its terms. No trust of which the Stockholder is a trustee
requires the consent of any beneficiary to the execution and delivery of
this Agreement or to the consummation of any of the transactions
contemplated hereby.
(b) The Non-Trust Shares. The Stockholder is the record and
beneficial owner of, or is trustee of a trust that is the record holder
of, and whose beneficiaries beneficially own, and has good and marketable
title to, the Non-Trust Shares set forth opposite his, her or its name on
Schedule A attached hereto, free and clear of any claims, liens,
encumbrances and security interests whatsoever. The Stockholder does not
own, of record or beneficially, any shares of capital stock of the Company
other than the Non-Trust Shares and the Trust Shares set forth opposite
his, her or its name on Schedule A attached hereto. The Stockholder has
the sole right to vote such Non-Trust Shares, and none of such Non-Trust
Shares is subject to any voting trust or other agreement, arrangement or
restriction with respect to the voting of such Non-Trust Shares, except
the terms of this Agreement.
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(c) The Trust Shares. The Stockholder is the beneficial owner of, or
is trustee of a trust whose beneficiaries beneficially own, the Trust
Shares set forth opposite his, her or its name on Schedule A attached
hereto, free and clear of any claims, liens, encumbrances and security
interests whatsoever and has the power to sell, transfer and assign such
Trust Shares and the Trust Certificates evidencing such Trust Shares,
subject to the terms of the Trust Agreement.
(d) Brokers. 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 respect of this Agreement or in connection
with the transactions contemplated hereby based upon arrangements made by
or on behalf of the Stockholder, other than any financial advisor whose
fee shall be paid by the Stockholder individually.
2. Representations and Warranties of the Trustees. The Trustees hereby
represent and warrant to Parent in their capacities as Trustees, as follows:
(a) Authority. The Trustees constitute all of the trustees of the
Trust. The Trustees have all requisite power and authority to enter into
this Agreement and to consummate the transactions contemplated hereby on
behalf of the Trust. This Agreement has been duly authorized, executed and
delivered by the Trustees and constitutes a valid and binding obligation
of the Trustees and of the Trust enforceable in accordance with its terms,
except to the extent limited by bankruptcy, insolvency or other similar
laws of general application affecting the enforcement of creditors' rights
generally or by general principles of equity. The execution and delivery
of this Agreement do not, and the consummation of the transactions
contemplated hereby and compliance with the terms hereof will not, result
in any violation of, or default (with or without notice or lapse of time
or both) under any provision of, any trust agreement, loan or credit
agreement, note, bond, mortgage, indenture, lease or other agreement,
instrument, permit, concession, franchise, license, judgment, order,
notice, decree, statute, law, ordinance, rule or regulation applicable to
the Trustees or the Trust or to any of the Trustees' or the Trust's
property or assets. The Trustees do not require the consent of any of the
holders of Trust
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Certificates or any other person (as defined in the Merger Agreement) to
the execution and delivery by the Trustees of this Agreement or to the
consummation by the Trustees of any of the transactions contemplated
hereby.
(b) The Trust Shares. The Trustees collectively are the record holder
of, and have legal title to, the Trust Shares, free and clear of any
claims, liens, encumbrances and security interests whatsoever, other than
the express terms of the Trust Agreement (it being understood that no
representation or warranty is made with respect to any claims, liens,
encumbrances or security interests not created by the Trustees and
relating solely to particular Trust Certificates evidencing Trust Shares).
There are no shares of capital stock of the Company deposited in the Trust
other than the Trust Shares. The Trustees have the sole right to vote the
Trust Shares on any and all matters presented to the stockholders of the
Company, and none of the Trust Shares is subject to any agreement,
arrangement or restriction with respect to the voting of the Trust Shares,
except the terms of the Trust Agreement and this Agreement.
3. Representations and Warranties of Parent. Parent hereby represents
and warrants to each Stockholder that Parent has all requisite 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 the consummation of the transactions contemplated hereby, have been duly
authorized by all necessary corporate action on the part of Parent. This
Agreement has been duly executed and delivered by Parent and constitutes a
valid and binding obligation of Parent enforceable in accordance with its
terms, except to the extent limited by bankruptcy, insolvency or other similar
laws of general application affecting the enforcement of creditors' rights
generally or by general principles of equity. The execution and delivery of
this Agreement do not, and the consummation of the transactions contemplated
hereby and compliance with the terms hereof will not, result in any violation
of, or default (with or without notice or lapse of time or both) under any
provision of, the articles of incorporation or by-laws of Parent, any trust
agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or
other agreement, instrument, permit, concession, franchise, license, judgment,
order,
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notice, decree, statute, law, ordinance, rule or regulation applicable to
Parent or to any of Parent's property or assets.
4. Covenants of each Trustee. Until the termination of this Agreement
in accordance with Section 8, the Trustees hereby agree as follows:
(a) At any meeting of stockholders of the Company called to vote upon
the Merger and the Merger Agreement or at any adjournment thereof or in
any other circumstances upon which a vote, consent or other approval
(including by written consent) with respect to the Merger and the Merger
Agreement is sought, the Trustees shall, including by initiating a written
consent solicitation if requested by Parent, vote (or cause to be voted)
the Trust Shares in favor of the Merger, the adoption by the Company of
the Merger Agreement and the approval of the terms thereof and each of the
other transactions contemplated by the Merger Agreement or any of the
other Transaction Agreements.
(b) At any meeting of stockholders of the Company or at any
adjournment thereof or in any other circumstances upon which the
stockholder's vote, consent or other approval is sought, the Trustees
shall vote (or cause to be voted) the Trust Shares against (i) any merger
agreement or merger (other than the Merger Agreement and the Merger),
consolidation, combination, sale of substantial assets, reorganization,
recapitalization, dissolution, liquidation or winding up of or by the
Company or any other takeover proposal as such term is defined in the
Merger Agreement (a "Takeover Proposal"), or (ii) any amendment of the
Company's certificate of incorporation or by-laws or other proposal or
transaction involving the Company or any of its subsidiaries, which
amendment or other proposal or transaction would in any manner impede,
frustrate, prevent or nullify the Merger, the Merger Agreement or any of
the other transactions contemplated by the Merger Agreement or any of the
other Transaction Agreements or change in any manner the voting rights of
each class of Company Common Stock. Subject to Section 10, the Trustees
further agree not to commit or agree to take any action inconsistent with
the foregoing.
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(c) The Trustees shall (i) not, without the consent of Parent, vote to
amend, alter or modify the Trust Agreement pursuant to Section 27 of the
Trust Agreement, (ii) not consent to the withdrawal of any Trust Shares
from the Trust pursuant to Section 4 of the Trust Agreement or otherwise,
(iii) not take any action that would result in the conversion of any of
the Trust Shares into shares of Class A Common Stock, (iv) not resign from
their respective positions as Trustees, (v) not vote for the removal of
any of the other Trustees pursuant to Section 14 of the Trust Agreement or
otherwise, (vi) not name any new trustee of the Trust unless required to
do so pursuant to Section 15 of the Trust Agreement (such a new trustee,
if any, a "New Trustee") and (vii) appoint only such New Trustees (if any)
as are, or will contemporaneously with election and acceptance of
appointment as such become, parties to this Agreement (and from and after
such appointment, each such New Trustee shall be deemed to be, and be
bound as if he or she had originally executed this Agreement in his or her
capacity as, a Trustee for all purposes of this Agreement). Subject to
Section 10, the Trustees further agree not to covenant or agree to take
any action inconsistent with the foregoing.
5. Covenants of each Stockholder. Until the termination of this
Agreement in accordance with Section 8, each Stockholder, severally and not
jointly, agrees as follows:
(a) At any meeting of stockholders of the Company called to vote upon
the Merger and the Merger Agreement or at any adjournment thereof or in
any other circumstances upon which a vote, consent or other approval
(including by written consent) with respect to the Merger and the Merger
Agreement is sought, the Stockholder shall, including by initiating a
written consent solicitation if requested by Parent, vote (or cause to be
voted) his, her or its Non-Trust Shares in favor of the Merger, the
adoption by the Company of the Merger Agreement and the approval of the
terms thereof and each of the other transactions contemplated by the
Merger Agreement or any of the other Transaction Agreements.
(b) At any meeting of stockholders of the Company or at any
adjournment thereof or in any other
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circumstances upon which the stockholder's vote, consent or other approval
is sought, the Stockholder shall vote (or cause to be voted) his, her or
its Non-Trust Shares against (i) any merger agreement or merger (other
than the Merger Agreement and the Merger), consolidation, combination,
sale of substantial assets, reorganization, recapitalization, dissolution,
liquidation or winding up of or by the Company or any other Takeover
Proposal or (ii) any amendment of the Company's certificate of
incorporation or by-laws or other proposal or transaction involving the
Company or any of its subsidiaries, which amendment or other proposal or
transaction would in any manner impede, frustrate, prevent or nullify the
Merger, the Merger Agreement or any of the other transactions contemplated
by the Merger Agreement or any of the other Transaction Agreements or
change in any manner the voting rights of each class of Company Common
Stock. Subject to Section 10, the Stockholder further agrees not to commit
or agree to take any action inconsistent with the foregoing.
(c) The Stockholder agrees not to (i) sell, transfer (including by
gift), pledge, assign or otherwise dispose of or, in the case of any
shares of Class B Common Stock, otherwise Transfer (within the meaning of
paragraph (xii) of Division (C)(5) of Article IV of the Restated
Certificate of Incorporation of the Company) (collectively, "Transfer"),
or enter into any contract, option or other arrangement (including any
profit sharing arrangement) with respect to the Transfer of, his, her or
its Non-Trust Shares and/or Trust Shares to any person other than pursuant
to the terms of the Merger, unless such transferee agrees to be bound by
the terms of this Agreement as if he, she or it had originally executed
this Agreement as a Stockholder (any such person so agreeing to be bound,
a "Transferee") and, in the case of shares of Class B Common Stock, only
in a manner that would not cause such shares of Class B Common Stock to be
converted into shares of Class A Common Stock (it being understood that no
sale, transfer, pledge, assignment, disposition or Transfer that may occur
as the result of the involuntary bankruptcy of the Stockholder will
constitute a breach of this Agreement); provided, however, that not more
than an aggregate of 603,993 shares of Class B Common Stock may be sold or
transferred by all Stockholders collectively to one or
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more Transferees in a manner that would cause such shares of Class B
Common Stock to be converted into shares of Class A Common Stock,
(ii) enter into any voting arrangement, whether by proxy, voting agreement
or otherwise, in connection with, directly or indirectly, any Takeover
Proposal, (iii) convert, or cause to be converted, or take any action that
would result in the conversion of, any of his, her or its Non-Trust Shares
consisting of Class B Common Stock into shares of Class A Common Stock
(except as permitted in subsection (i) above), (iv) transfer to the
Trustees any Trust Certificates in connection with the withdrawal of any
his, her or its Trust Shares from the Trust pursuant to Section 4 of the
Trust Agreement or otherwise or (v) execute any instrument directing the
termination of the Trust pursuant to Section 20 of the Trust Agreement or
otherwise. Subject to Section 10, the Stockholder further agrees not to
commit or agree to take any of the foregoing actions.
(d) Subject to Section 10, during the term of this Agreement, the
Stockholder shall not, nor shall it authorize any investment banker,
attorney or other adviser or representative of the Stockholder to,
(i) directly or indirectly solicit, initiate or encourage the submission
of, any Takeover Proposal or (ii) directly or indirectly participate in
any discussions or negotiations regarding, or furnish to any person any
information 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, any Takeover Proposal.
(e) Until after the Merger is consummated or the Merger Agreement is
terminated pursuant to its terms, the Stockholder shall use all reasonable
efforts to take, or cause to be taken, all actions, and to do, or cause to
be done, and to assist and cooperate with the other parties in doing, all
things necessary, proper or advisable to consummate and make effective, in
the most expeditious manner practicable, the Merger and each of the other
transactions contemplated by the Merger Agreement or any of the other
Transaction Agreements.
(f) The Stockholder represents that any proxies heretofore given in
respect of the Stockholder's Non-Trust Shares are not irrevocable, and
that any such proxies are hereby revoked.
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(g) In the case of each of Xxxx X. Xxxxxxx and Xxxxxx Xxxxxxx Xxxxxxx,
the Stockholder shall not decline appointment as a trustee of the Trust as
contemplated by Section 15 of the Trust Agreement or otherwise unless she
is not legally qualified to be appointed.
6. Further Assurances. Each Stockholder and Trustee will, from time
to time, execute and deliver, or cause to be executed and delivered, such
additional or further consents, documents and other instruments and take such
other actions as Parent may reasonably request for the purpose of effectively
carrying out the transactions contemplated by this Agreement.
7. Assignment. Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the parties
without the prior written consent of the other parties, except that Parent may
assign, in its sole discretion, any or all of its rights, interests and
obligations hereunder to any direct wholly owned subsidiary of Parent. Subject
to the preceding sentence, this Agreement will be binding upon, inure to the
benefit of and be enforceable by the parties and their respective successors
and assigns.
8. Termination. This Agreement shall terminate upon the earlier of
(a) the Effective Time of the Merger or (b) the time the Merger Agreement is
terminated in accordance with its terms unless the Merger Agreement is
terminated (i) by Parent or the Company pursuant to Section 8.01(b)(i), (ii) by
the Company pursuant to Section 8.01(b)(iv) if at the time of such termination
Parent had the right to terminate the Merger Agreement pursuant to Section
8.01(b)(v), (iii) by Parent pursuant to Section 8.01(b)(v) or (iv) at a time
when one or more of the Stockholders or Trustees is in breach in any material
respect of any of the terms or provisions of this Agreement and such breach
cannot be or has not been cured within 30 days after the giving of written
notice by Parent to the breaching Stockholder or Trustee of such breach, in all
of which cases this Agreement shall terminate on August 9, 1998.
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9. General Provisions.
(a) Amendments. This Agreement may not be amended except by an
instrument in writing signed by each of the parties hereto.
(b) Notice. All notices and other communications hereunder shall be
in writing and shall be deemed given if delivered personally or sent by
overnight courier (providing proof of delivery) to Parent in accordance
with Section 10.02 of the Merger Agreement and to the Stockholders
(including, if applicable, in his or her capacity as a Trustee) at their
respective addresses set forth on Schedule A attached hereto (or at such
other address for a party as shall be specified by like notice).
(c) Interpretation. When a reference is made in this Agreement to
Sections, such reference shall be to a Section of this Agreement unless
otherwise indicated. 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. Wherever the words "include", "includes"
or "including" are used in this Agreement, they shall be deemed to be
followed by the words "without limitation".
(d) Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement,
and shall become effective when one or more of the counterparts have been
signed by each of the parties and delivered to Parent, it being understood
that each party need not sign the same counterpart.
(e) Entire Agreement; No Third-Party Beneficiaries. This Agreement
(including the documents and instruments referred to herein)
(i) constitutes the entire agreement and supersedes all prior agreements
and understandings, both written and oral, among the parties with respect
to the subject matter hereof and (ii) is not intended to confer upon any
person other than the parties hereto any rights or remedies hereunder.
(f) Governing Law. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of Delaware regardless of the
laws that
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might otherwise govern under applicable principles of conflicts of law
thereof.
10. Stockholder Capacity. No person executing this Agreement who is
or becomes during the term hereof a director or officer of the Company makes
any agreement or understanding herein in his capacity as such director or
officer. Each Stockholder signs solely in his, her or its capacity as the
record holder and/or beneficial owner of, or the trustee of a trust whose
beneficiaries beneficially own, his, her or its Non-Trust Shares and/or Trust
Shares and nothing herein shall limit or affect any actions taken by such
Stockholder in his or her capacity as an officer or director of the Company.
Each Trustee signs in his or her capacity as a trustee of the Trust and nothing
herein shall limit or affect any actions taken by a Trustee in his or her
capacity as an officer or director of the Company.
11. Enforcement. The parties agree that irreparable damage would
occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached.
It is accordingly agreed that 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 any court of the United States
located in the State of Delaware or in a Delaware state court, this being in
addition to any other remedy to which they are entitled at law or in equity. In
addition, each of the parties hereto (i) consents to submit such party to the
personal jurisdiction of any Federal court located in the State of Delaware or
any Delaware state court in the event any dispute arises out of this Agreement
or any of the transactions contemplated hereby, (ii) agrees that such party
will not attempt to deny or defeat such personal jurisdiction by motion or
other request for leave from any such court, (iii) agrees that such party will
not bring any action relating to this Agreement or the transactions
contemplated hereby in any court other than a Federal court sitting in the
state of Delaware or a Delaware state court and (iv) waives any right to trial
by jury with respect to any claim or proceeding related to or arising out of
this Agreement or any of the transactions contemplated hereby.
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IN WITNESS WHEREOF, Parent has caused this Agreement to be signed by
its officer thereunto duly authorized and each Stockholder, individually as a
shareholder of the Company and as a Trust Certificate holders, and each
Trustee, in his or her capacity as a trustee of the Trust, has signed this
Agreement, all as of the date first written above.
WESTINGHOUSE ELECTRIC
CORPORATION,
By: /S/ XXXXXXX X. XXXXXXXX
------------------------------
Name: XXXXXXX X. XXXXXXXX
Title: Executive Vice President,
Chief Financial Officer
Stockholders:
------------
/S/ XXXXXX X. XXXXXXX
------------------------------
XXXXXX X. XXXXXXX
/S/ XXXXX XXXXXXX XXXXXX
------------------------------
XXXXX XXXXXXX XXXXXX
/S/ XXXXXXXXX XXXXXXX EVEREST
------------------------------
XXXXXXXXX XXXXXXX EVEREST
/S/ XXXXXX X. XXXXXXX XX
------------------------------
XXXXXX X. XXXXXXX XX
/S/ XXXXXX XXXXXXX XXXXXXX
------------------------------
XXXXXX XXXXXXX XXXXXXX
/S/ XXXX X. XXXXXXX
------------------------------
XXXX X. XXXXXXX
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XXXXXX X. XXXXXXX REVOCABLE
TRUST,
By: /S/ XXXXXX X. XXXXXXX
------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Trustee
XXXXXX X. XXXXXXXXX REVOCABLE
TRUST,
By: /S/ XXXXXX X. XXXXXXXXX
------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Trustee
XXXXXXXXX TRUST,
By: /S/ XXXXXX X. XXXXXXXXX
------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Trustee
XXXX X. XXXXXXX REVOCABLE
LIVING TRUST OF 1985,
By: /S/ XXXXXX X. XXXXXXX
------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Trustee
XXXXX XXXXXXX XXXXXX 1995
REVOCABLE TRUST,
By: /S/ XXXXX XXXXXXX XXXXXX
------------------------------
Name: Xxxxx Xxxxxxx Xxxxxx
Title: Trustee
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Trustees:
--------
/S/ XXXXXX X. XXXXXXX
------------------------------
XXXXXX X. XXXXXXX
/S/ XXXXX XXXXXXX XXXXXX
------------------------------
XXXXX XXXXXXX XXXXXX
/S/ XXXXXXXXX XXXXXXX EVEREST
------------------------------
XXXXXXXXX XXXXXXX EVEREST
/S/ XXXXXX X. XXXXXXX XX
------------------------------
XXXXXX X. XXXXXXX XX
/S/ XXXXXX X. XXXXXXXXX
------------------------------
XXXXXX X. XXXXXXXXX
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SCHEDULE A
TO STOCKHOLDER AGREEMENT
NAME AND ADDRESS OF NUMBER OF SHARES OF COMPANY
STOCKHOLDER COMMON STOCK OWNED OF RECORD
----------- ----------------------------
Xxxxxx X. Xxxxxxx Total Class A: 0
P O Box 25125 Total Class B: 0
Xxxxxxxx Xxxx, XX 00000-0000 Non-Trust Class B: 0
Trust Class B: 0
Xxxxx Xxxxxxx Xxxxxx Total Class A: 0
0000 Xxxxxxxx Xxx Total Class B: 0
Xxxxxxxx Xxxx, XX 00000-0000 Non-Trust Class B: 0
Trust Class B: 0
Xxxxxxxxx Xxxxxxx Everest Total Class A: 0
0000 X Xxxxxxxxxxxx Xxxxxx Total Class B: 2,595,489
Xxxxxxxx Xxxx, XX 00000-0000 Non-Trust Class B: 0
Trust Class B: 2,595,489
Xxxxxx X. Xxxxxxx XX Total Class A: 0
XX 0 Xxx 000X Total Class B: 1,207,500
Xxxxxxx, XX 00000-0000 Non-Trust Class B: 0
Trust Class B: 1,207,500
Xxxxxx Xxxxxxx Xxxxxxx Total Class A: 5,512
0000 Xxxxxxxxxx Xxxxx Total Class B: 2,834,730
Xxxxxxxx Xxxx, XX 00000-0000 Non-Trust Class B: 0
Trust Class B: 2,834,730
Xxxx X. Xxxxxxx Total Class A: 0
P O Box 25125 Total Class B: 0
Xxxxxxxx Xxxx, XX 00000-0000 Non-Trust Class B: 0
Trust Class B: 0
Xxxxxx X. Xxxxxxx, Trustee Total Class A: 44,100
Xxxxxx X. Xxxxxxx Revocable Trust Total Class B: 14,055,577
P O Box 25125 Non-Trust Class B: 147,582
Xxxxxxxx Xxxx, XX 00000-0000 Trust Class B: 13,907,995
Xxxxxx X. Xxxxxxx, Trustee Total Class A: 0
Xxxx X. Xxxxxxx Revocable Living Trust Total Class B: 2,585,940
of 1985 Non-Trust Class B: 0
P O Box 25125 Trust Class B: 2,585,940
Xxxxxxxx Xxxx, XX 00000-0000
Xxxxx Xxxxxxx Xxxxxx, Trustee Total Class A: 0
Xxxxx Xxxxxxx Xxxxxx 1995 Revocable Trust Total Class B: 6,400,114
0000 Xxxxxxxx Xxx. Non-Trust Class B: 1,190,802
Xxxxxxxx Xxxx, XX 00000-0000 Trust Class B: 5,209,312
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Xxxxxx X. Xxxxxxxxx, Trustee Total Class A: 0
Xxxxxx X. Xxxxxxxxx Revocable Trust Total Class B: 281,477
P O Box 7078 Non-Trust Class B: 82,479
Rancho Santa Fe, California Trust Class B: 198,998
Xxxxxx X. Xxxxxxxxx Trustee Total Class A: 0
Xxxxxxxxx Trust Total Class B: 3,596,615
P O Box 808 Non-Trust Class B: 0
Xxxxxx Xxxxx Xx, Xxxxxxxxxx Trust Class B: 3,596,615
