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EXHIBIT (c)(2)
SHAREHOLDERS AGREEMENT
SHAREHOLDERS AGREEMENT (this "Agreement"), dated January 12, 2000, by and
among The Sage Group plc, a company organized under the laws of England
("Parent"), Bobcat Acquisition Corp., a Virginia corporation and a wholly owned
subsidiary of Parent (the "Purchaser"), the shareholders of the Company (as
defined below) set forth on Schedule 1 hereto (each a "Shareholder" and,
collectively the "Shareholders").
WHEREAS, each Shareholder is, as of the date hereof, the record and
beneficial owner of the number of shares of common stock, no par value (the
"Common Stock"), of Best Software, Inc., a Virginia corporation (the "Company")
set forth opposite the name of such Shareholder on Schedule 1 hereto;
WHEREAS, Parent, the Purchaser and the Company concurrently herewith are
entering into an Agreement and Plan of Merger, dated as of the date hereof (the
"Merger Agreement"), which provides, among other things, for the acquisition of
the Company by Parent by means of a cash tender offer by the Purchaser (the
"Offer") for all of the outstanding shares of Common Stock and for the
subsequent merger (the "Merger") of the Purchaser with and into the Company upon
the terms and subject to the conditions set forth in the Merger Agreement; and
WHEREAS, as a condition to the willingness of Parent and the Purchaser to
enter into the Merger Agreement, and in order to induce Parent and the Purchaser
to enter into the Merger Agreement, the Shareholders have agreed to enter into
this Agreement.
NOW, THEREFORE, in consideration of the execution and delivery by Parent
and the Purchaser of the Merger Agreement and the foregoing and the mutual
representations, warranties, covenants and agreements set forth herein and
therein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Representations and Warranties of the Shareholders. Each of
the Shareholders hereby represents and warrants to Parent and the Purchaser,
severally and not jointly, as follows:
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(a) Such Shareholder is the record and beneficial owner of the
shares of Common Stock (as may be adjusted from time to time pursuant to Section
6 hereof, the "Shares") set forth opposite his name on Schedule 1 to this
Agreement. For purposes of this Agreement, the term "Shares" does not include
any option exercisable into Common Stock until such option is exercised.
Schedule 1 lists all options issued to the Shareholders.
(b) Such Shareholder has the legal capacity to execute and deliver
this Agreement and to consummate the transactions contemplated hereby.
(c) This Agreement has been validly executed and delivered by such
Shareholder and constitutes the legal, valid and binding obligation of such
Shareholder, enforceable against such Shareholder in accordance with its terms,
except (i) as limited by applicable bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting enforcement of
creditors' rights generally, and (ii) the availability of the remedy of specific
performance or injunctive or other forms of equitable relief may be subject to
equitable defenses and would be subject to the discretion of the court before
which any proceeding therefor may be brought.
(d) Neither the execution and delivery of this Agreement nor the
consummation by such Shareholder of the transactions contemplated hereby will
violate any other agreement to which such Shareholder is a party.
(e) The Shares and the certificates representing the Shares owned
by such Shareholder are now and at all times during the term hereof will be held
by such Shareholder, or by a nominee or custodian for the benefit of such
Shareholder, 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.
SECTION 2. Representations and Warranties of Parent and the Purchaser.
Each of Parent and the Purchaser hereby, jointly and severally, represents and
warrants to the Shareholders as follows:
(a) Parent is a corporation duly organized and validly existing
under the laws of England, the Purchaser is a corporation duly organized,
validly existing and in good standing under the laws of the Commonwealth of
Virginia, and each of Parent and the Purchaser has all requisite corporate power
and authority to
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execute and deliver this Agreement and to consummate the transactions
contemplated hereby, and has taken all necessary corporate action to authorize
the execution, delivery and performance of this Agreement.
(b) This Agreement has been duly authorized, executed and
delivered by each of Parent and the Purchaser and constitutes the legal, valid
and binding obligation of each of Parent and the Purchaser, enforceable against
each of them in accordance with its terms, except (i) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting enforcement of creditors' rights generally and (ii) the
availability of the remedy of specific performance or injunctive or other forms
of equitable relief may be subject to equitable defenses and would be subject to
the discretion of the court before which any proceeding therefor may be brought.
(c) Neither the execution and delivery of this Agreement nor
the consummation by each of Parent and the Purchaser of the transactions
contemplated hereby will result in a violation of, or a default under, or
conflict with, any contract, trust, commitment, agreement, understanding,
arrangement or restriction of any kind to which each of Parent and the Purchaser
is a party or bound. The consummation by each of Parent and the Purchaser of the
transactions contemplated hereby will not violate, or require any consent,
approval, or notice under, any provision of any judgment, order, decree,
statute, law, rule or regulation applicable to either Parent or the Purchaser,
except for any necessary filing under the HSR Act or state takeover laws.
SECTION 3. Tender of the Shares. Each of the Shareholders, hereby agrees
that it shall tender the Shares into the Offer promptly, and in any event no
later than the fifth business day following the commencement of the Offer
pursuant to Section 1.1 of the Merger Agreement, and that such Shareholder shall
not withdraw any Shares so tendered unless the Offer is terminated or has
expired without Purchaser purchasing all shares validly tendered in the Offer or
the Merger Agreement shall have been terminated by Parent in accordance with its
terms. The Purchaser hereby agrees to purchase all the Shares so validly
tendered at a price per Share equal to $35.00 or any higher price that may be
paid in the Offer; provided, however, that the Purchaser's obligation to accept
for payment and pay for the Shares in the Offer is subject to all the terms and
conditions of the Offer.
SECTION 4. Transfer of the Shares. Prior to the termination of this
Agreement, except as otherwise provided herein, none of the Shareholders shall:
(i)
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transfer (which term shall include, without limitation, for the purposes of this
Agreement, any sale, gift, pledge or other disposition), or consent to any
transfer of, any or all of the Shares; (ii) enter into any contract, option or
other agreement or understanding with respect to any transfer of any or all of
the Shares or any interest therein; (iii) grant any proxy, power-of-attorney or
other authorization or consent in or with respect to the Shares; (iv) deposit
the Shares into a voting trust or enter into a voting agreement or arrangement
with respect to the Shares or (v) take any other action that would in any way
restrict, limit or interfere with the performance of such Shareholder's
obligations hereunder or the transactions contemplated hereby.
SECTION 5. Grant of Irrevocable Proxy; Appointment of Proxy.
(a) Each of the Shareholders 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
Shareholder, to vote the Shares, or grant a consent or approval in respect of
the Shares, in connection with any meeting of the shareholders of the Company
(i) in favor of the Merger, and (ii) against any action or agreement which would
impede, interfere with or prevent the Merger, including any other extraordinary
corporate transaction, such as a merger, reorganization or liquidation involving
the Company and a third party or any other proposal of a third party to acquire
the Company.
(b) Such Shareholder represents that any proxies heretofore
given in respect of the Shares, if any, are not irrevocable, and that such
proxies are hereby revoked.
(c) Such Shareholder hereby affirms that the irrevocable proxy
set forth in this Section 5 is given in connection with the execution of the
Merger Agreement, and that such irrevocable proxy is given to secure the
performance of the duties of such Shareholder under this Agreement. Such
Shareholder hereby further affirms that the irrevocable proxy is coupled with an
interest and, except as set forth in Section 10 hereof, is intended to be
irrevocable in accordance with the provisions of Section 13.1-663 of the
Virginia Stock Corporation Act. If for any reason the proxy granted herein is
not irrevocable, the Shareholders agree to vote their Shares as instructed by
Parent in writing. The parties agree that the foregoing is a voting agreement
created under Section 13.1-671 of the Virginia Stock Corporation Act.
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SECTION 6. Certain Events. In the event of any stock split, stock
dividend, merger, reorganization, recapitalization or other change in the
capital structure of the Company affecting the Common Stock or the acquisition
of additional shares of Common Stock or other securities or rights of the
Company by any Shareholder, the number of Shares owned by such Shareholder shall
be adjusted appropriately, and this Agreement and the obligations hereunder
shall attach to any additional shares of Common Stock or other securities or
rights of the Company issued to or acquired by each of the Shareholders.
SECTION 7. Option.
(a) Grant of Option. Subject to the terms and conditions set
forth herein, each Shareholder hereby grants to Parent an irrevocable and
continuing option (the "Option") to purchase for cash all or any portion of the
Company Common Stock (including, without limitation, the Shares) beneficially
owned or controlled by such Shareholder as of the date hereof, or beneficially
owned or controlled by such Shareholder at any time hereafter (including,
without limitation, by way of exercise of options, warrants or other rights to
purchase Company Common Stock or by way of dividend, distribution, exchange,
merger, consolidation, recapitalization, reorganization, stock split, grant of
proxy or otherwise) by such Shareholder (as adjusted as set forth herein) (the
"Option Shares") at a purchase price of $35.00 per Option Share, or any higher
price that may be paid in the Offer (the "Purchase Price"), which Option shall
become exercisable only (i) in the event such Shareholder fails to tender any of
such Shareholder's Shares in the Offer by the end of the fifth business day
following the commencement of the Offer, or (ii) withdraws any Shares from the
Offer for any reason whatsoever, other than (a) the termination or the
expiration of the Offer by the Purchaser without the Purchaser having accepted
for purchase any Shares in the Offer or (b) the termination of the Merger
Agreement in accordance with its terms.
(b) Parent's Exercise of Option.
(i) Parent may exercise the Option, in whole or from
time to time in part, by notice given to any Shareholder at any time
prior to the termination of this Agreement.
(ii) In the event Parent wishes to exercise the Option,
it shall send to any such Shareholder a written notice (a "Notice," the
date of which is hereinafter referred to as the "Notice
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Date") specifying (x) the total number of Option Shares it intends to
purchase from such Shareholder pursuant to such exercise and (y) a place
and date at least ten business days following the Notice Date for the
closing (the "Closing") of such purchase (the "Closing Date"); provided,
however, that Parent may at any time before the Closing withdraw the
Notice and decline to exercise the Option without prejudice to its right
to exercise the Option at any time thereafter during the term of the
Agreement. Parent shall not be under any obligation to exercise the
Option and may allow the Option to terminate without purchasing any
Company Common Stock hereunder from any Shareholder.
(c) Payment and Delivery of Certificates.
(i) On each Closing Date, Parent shall pay to any
Shareholder to whom a Notice has been delivered and not withdrawn
pursuant to Section 7(c)(ii) hereof, in immediately available funds by
wire transfer to a bank account designated by such Shareholder, an amount
equal to the Purchase Price multiplied by the number of Option Shares to
be purchased from such Shareholder on such Closing Date.
(ii) At each Closing, simultaneously with the delivery of
the Purchase Price for the Option Shares to be purchased at such Closing,
such Shareholder shall deliver to Parent a certificate or certificates
representing the Option Shares to be purchased at such Closing, which
Option Shares shall be free and clear of all liens, claims, charges and
encumbrances of any kind whatsoever. If at any time during the term of
this Agreement the Company has issued rights pursuant to a rights
agreement, then each Option Share shall also be deemed to include and
represent such rights as are provided under such rights agreement then in
effect.
(d) Adjustment Upon Changes in Capitalization, etc.
(i) In the event of any change in the Company Common
Stock by reason of a stock dividend, stock split, split-up,
recapitalization, combination, exchange of shares or similar transaction,
the type and number of shares or securities subject to
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Option hereunder, and the Purchase Price therefor, shall be adjusted
appropriately.
(ii) In the event that the Company shall (x) enter into
an agreement to consolidate with or merge into any person, other than
Parent or one of its subsidiaries, and shall not be the continuing or
surviving corporation of such consolidation or merger, or (y) enter into
an agreement to permit any person, other than Parent or one of its
subsidiaries, to merge into the Company and the Company shall be the
continuing or surviving corporation, but, in connection with such merger,
the then outstanding the Company Common Stock shall be changed into or
exchanged for stock or other securities of the Company or any other
person or cash or any other property or (z) liquidate, then, and in each
such case, Parent shall thereafter be entitled to receive upon exercise
of the Option the Securities or properties to which a holder of the
number of Option Shares then deliverable upon the exercise thereof will
have been entitled to receive upon such consolidation, merger or
liquidation, and such Shareholder shall use its best efforts to assure
that the provisions hereof shall thereafter be applicable, as nearly as
reasonably may be practicable, in relation to any securities or property
thereafter deliverable upon exercise of the Option.
SECTION 8. Certain Other Agreements. Each of the Shareholders will
notify Parent and the Purchaser immediately if any proposals are received by,
any information is requested from, or any negotiations or discussions are sought
to be initiated or continued with such Shareholder or its officers, directors,
employees, investment bankers, attorneys, accountants or other agents, if any,
in each case in connection with any Acquisition Proposal or Acquisition Proposal
Interest (as such terms are defined in the Merger Agreement) indicating, in
connection with such notice, the name of the person indicating such Acquisition
Proposal Interest and the terms and conditions of any proposals or offers. Each
of the Shareholders agrees that it will immediately cease and cause to be
terminated any existing activities, discussions or negotiations with any parties
conducted heretofore with respect to any Acquisition Proposal Interest. Such
Shareholder agrees that it shall keep Parent and the Purchaser informed, on a
current and continuing basis, of the status and terms of any Acquisition
Proposal Interest. Such Shareholder agrees that it will not, directly or
indirectly: (i) initiate, solicit or encourage, or take any action to facilitate
the making of, any offer or proposal which constitutes or is reasonably likely
to lead to
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any Acquisition Proposal, or (ii) in the event of an unsolicited written
Acquisition Proposal engage in negotiations or discussions with, or provide any
information or data to, any person (other than Parent, any of its affiliates or
representatives and except for information which has been previously publicly
disseminated by the Company) relating to any Acquisition Proposal.
SECTION 9. Further Assurances. Each of the Shareholders shall, upon
request of Parent or the Purchaser, execute and deliver any additional documents
and take such further actions as may reasonably be deemed by Parent or the
Purchaser to be necessary or desirable to carry out the provisions hereof and to
vest the power to vote the Shares as contemplated by Section 5 hereof in Parent.
SECTION 10. Termination. Subject to Section 5(a) hereof, this Agreement,
and all rights and obligations of the parties hereunder, shall terminate
immediately upon the earlier of (a) six months following the termination of the
Merger Agreement in accordance with its terms or (b) the Effective Time (as
defined in the Merger Agreement); provided, however, that Sections 9 and 11
shall survive any termination of this Agreement.
SECTION 11. Expenses. All fees and expenses incurred by any one party
hereto shall be borne by the party incurring such fees and expenses.
SECTION 12. Public Announcements. Each of the Shareholders, the Parent
and the Purchaser agrees that it will not issue any press release or otherwise
make any public statement with respect to this Agreement or the transactions
contemplated hereby without the prior consent of the other party, which consent
shall not be unreasonably withheld or delayed; provided, however, that such
disclosure can be made without obtaining such prior consent if (i) the
disclosure is required by law or is required by any regulatory authority,
including but not limited to the London Stock Exchange and any other national
securities exchange, trading market or inter-dealer quotation system on which
the Shares trade, and (ii) the party making such disclosure has first used its
best efforts to consult with the other parties about the form and substance of
such disclosure.
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SECTION 13. Miscellaneous.
(a) Capitalized terms used and not otherwise defined in
this Agreement shall have the respective meanings assigned to such terms in the
Merger Agreement.
(b) All notices and other communications hereunder shall be in
writing and shall be deemed given upon (i) transmitter's confirmation of a
receipt of a facsimile transmission, (ii) confirmed delivery by a standard
overnight carrier or when delivered by hand or (iii) the expiration of five
business days after the day when mailed in the United States by certified or
registered mail, postage prepaid, addressed at the following addresses (or at
such other address for a party as shall be specified by like notice):
(A) if to any of the Shareholders, at the address set forth
opposite the name of such Shareholder on Schedule 1 hereto:
with a copy to:
Xxxx and Xxxx LLP
0000 Xxxxxxxxxxxx Xxxxxx, X.X.
Xxxxxxxxxx, XX 00000
Attention: Xxxxx Xxxxxxxxx
Telephone No.: (000) 000-0000
Telecopy No.: (000) 000-0000
and a copy to:
Hunton & Xxxxxxxx
000 Xxxx Xxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000-0000
Attention: T. Xxxxxx Xxxxx, III
Telephone No.: (000) 000-0000
Telecopy No.: (000) 000-0000
and
(B) if to Parent or the Purchaser, to:
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The Sage Group plc
Xxxx Xxxxx
Xxxxxx Xxxx Xxxx
Xxxxxxxxx xxxx Xxxx, XX0 0XX
Attention: Xxxx Xxxxxx
Telephone No.: (000) 000-0000
Telecopy No.: (191) 255-0306
with a copy to:
Skadden, Arps, Slate, Xxxxxxx
& Xxxx LLP
0000 Xxx Xxxx Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000-0000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxx X. Xxxxxxx, Esq.
(c) 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.
(d) This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original but all of which shall be considered
one and the same agreement.
(e) This Agreement (including the Merger Agreement and any
other documents and instruments referred to herein) constitutes the entire
agreement, and supersedes all prior agreements and understandings, whether
written and oral, among the parties hereto with respect to the subject matter
hereof.
(f) This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Virginia without giving effect
to the principles of conflicts of law thereof, provided, however, that the laws
of the respective jurisdictions of incorporation of each of the parties shall
govern the relative rights, obligations, powers, duties and other internal
affairs of such party and its board of directors.
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(g) Neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by any of the parties hereto (whether by
operation of law or otherwise) without the prior written consent of the other
parties except that Parent and the Purchaser may assign, in their sole
discretion and without the consent of any other party, any or all of their
rights, interests and obligations hereunder to each other or to one or more
direct or indirect wholly owned subsidiaries of Parent (each, an "Assignee").
Any such Assignee may thereafter assign, in its sole discretion and without the
consent of any other party, any or all of its rights, interests and obligations
hereunder to one or more additional Assignees. 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, and the
provisions of this Agreement are not intended to confer upon any person other
than the parties hereto any rights or remedies hereunder.
(h) If any term, provision, covenant or restriction herein is
held by a court of competent jurisdiction or other authority to be invalid, void
or unenforceable or against its regulatory policy, the remainder of the terms,
provisions, covenants and restrictions of this Agreement shall remain in full
force and effect and shall in no way be affected, impaired or invalidated.
(i) Each of the parties hereto acknowledges and agrees that in
the event of any breach of this Agreement, each non-breaching party would be
irreparably and immediately harmed and could not be made whole by monetary
damages. It is accordingly agreed that the parties hereto (i) will waive, in any
action for specific performance, the defense of adequacy of a remedy at law and
(ii) shall be entitled, in addition to any other remedy to which they may be
entitled at law or in equity, to compel specific performance of this Agreement
in any action instituted in any state or federal court located in the
Commonwealth of Virginia. The parties hereto consent to personal jurisdiction in
any such action brought in any state or federal court located in the
Commonwealth of Virginia and to service of process upon it in the manner set
forth in Section 11(b) hereof.
(j) No amendment, modification or waiver in respect of this
Agreement shall be effective against any party unless it shall be in writing and
signed by such party.
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IN WITNESS WHEREOF, Parent, the Purchaser and the Shareholders have
caused this Agreement to be duly executed and delivered as of the date first
written above.
THE SAGE GROUP PLC
By: /s/ Xxxx Xxxxxx
-----------------------------------
Name: Xxxx Xxxxxx
Title: Chief Executive Officer
BOBCAT ACQUISITION CORP.
By: /s/ Xxxx Xxxxxx
-----------------------------------
Name: Xxxx Xxxxxx
Title: President
/s/ Xxxxx Xxxxxxxxx
-----------------------------------
Xxxxx Xxxxxxxxx
/s/ Xxxxxxx X. Xxxxxxxx
-----------------------------------
Xxxxxxx X. Xxxxxxxx
/s/ Xxxxxxx Xxxxxxxxx
-----------------------------------
Xxxxxxx Xxxxxxxxx
/s/ Xxxxx Xxxxxx
-----------------------------------
Xxxxx Xxxxxx
/s/ Xxxxx X. X. Xxxx
-----------------------------------
Xxxxx X. X. Xxxx
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/s/ Andreas Hoynigg
-----------------------------------
Andreas Hoynigg
/s/ Xxxxxx Xxxxx
-----------------------------------
Xxxxxx Xxxxx
/s/ W. Xxxxx Xxxx
-----------------------------------
W. Xxxxx Xxxx
/s/ Xxxxxxx Xxxxxxxx
-----------------------------------
Xxxxxxx Xxxxxxxx
/s/ Xxxxx X. Xxxxxxxxxx
-----------------------------------
Xxxxx X. Xxxxxxxxxx
/s/ Xxxxxxx Xxxxxx
-----------------------------------
Xxxxxxx Xxxxxx
/s/ Xxxxxx Xxxxxxx
-----------------------------------
Xxxxxx Xxxxxxx
/s/ Xxxxx Xxxxxxxx
-----------------------------------
Xxxxx Xxxxxxxx Trust u/a 12/31/98
/s/ Xxxxx Xxxxxxxx
-----------------------------------
Xxxxx Xxxxxxxx CRT Trust
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Schedule 1
to
Stock Option Agreement
Name and Total Shares +
Address Shares Vested Options Vested Options
---------- ------ -------------- --------------
Xxxxxxxxx, Xxxxx 3,651 33,900 37,551
c/o Best Software, Inc.
00000 Xxxxx Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxxxxxx, Xxxxxxx X. 4,375 15,000 19,375
Parnassus Associates International, Inc.
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Xxxxxxxxx, Xxxxxxx 122,911 195,000 317,911
c/o Best Software, Inc.
00000 Xxxxx Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxxxx, Xxxxx 989 80,000 80,989
Best Software, Inc.
Abra Products Group
000 Xxxxxxxxx Xxxxxx Xxxxx Xxxx
Xxxxx 000
Xx. Xxxxxxxxxx, XX 00000
Xxxx, Xxxxx L. G. 902 17,150 18,052
c/o Best Software, Inc.
00000 Xxxxx Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Hoynigg, Andreas 110,000 0 110,000
c/o Best Software, Inc.
00000 Xxxxx Xxxxxx Xxxxxx
Xxxxxx, XX 00000
---------------------------------------------------------------------------------------------------------------------------
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Xxxxx, Xxxxxx 4,350 12,950 17,300
c/o Best Software, Inc.
00000 Xxxxx Xxxxxx Xxxxxx
Xxxxxx, XX 00000
King, X. Xxxxx 500 6,250 6,750
PSW
0000 Xxxxxx Xxxxx Xxxxxxx
Xxxxxxxx 0, Xxxxx 000
Xxxxxx, XX 00000
Xxxxxxxx, Xxxxxxx 3,600 11,100 14,700
00 Xxxxxx Xxxxxxx Xxxxxxx
Xxxx Xxxxx, XX 00000
Xxxxxxxxxx, Xxxxx X. 0 15,000 15,000
c/o Best Software, Inc.
00000 Xxxxx Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxxxx, Xxxxxxx 7,393 7,100 14,493
c/o Best Software, Inc.
00000 Xxxxx Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxxxxx, Xxxxxx 5,932 51,000 56,932
c/o Best Software, Inc.
00000 Xxxxx Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxxx Xxxxxxxx Trust u/a 12/31/93 198,670 0 198,670
0000 Xxxxxx Xxxxx
Xxxxxxxx, XX 00000
Xxxxx Xxxxxxxx CRT Trust 100,136 0 100,136
0000 Xxxxxx Xxxxx ------- ------- ---------
Xxxxxxxx, XX 00000
TOTAL 563,409 444,450 1,007,859
======= ======= =========
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