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EXHIBIT C
[Please see attached.]
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GOVERNANCE AGREEMENT
BETWEEN
K N ENERGY, INC.
AND
XXXXXXX X. XXXXXX
DATED AS OF
OCTOBER 7, 1999
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GOVERNANCE AGREEMENT
THIS GOVERNANCE AGREEMENT (this "Agreement"), dated as of October 7, 1999,
is entered into by and between K N Energy, Inc., a Kansas corporation (the
"Company"), and Xxxxxxx X. Xxxxxx, an individual ("Kinder").
WHEREAS, the Company, Rockies Merger Corp., Inc., a Delaware corporation
and wholly-owned subsidiary of the Company ("Merger Sub"), and Xxxxxx Xxxxxx,
Inc., a Delaware corporation ("KM Inc."), have entered into an Agreement and
Plan of Merger, dated as of July 8, 1999 (as amended, the "Merger Agreement"),
pursuant to which Merger Sub will merge with and into KM Inc. on the terms and
conditions set forth therein (the "Merger"); and
WHEREAS, Kinder Beneficially Owns (as defined herein) approximately 59% of
KM Inc., and after giving effect to the Merger, Kinder will Beneficially Own
approximately 21.7% of the Company; and
WHEREAS, as a condition to the willingness of the Company and KM Inc.,
respectively, to enter into the Merger Agreement, and each party, in order to
induce the other to enter into such agreement, has agreed to execute and
deliver, or cause to be executed and delivered, this Agreement concurrently with
the Closing under the Merger Agreement (the "Merger Closing"); and
WHEREAS, the Company and Kinder desire to establish in this Agreement
certain terms and conditions concerning the corporate governance of the Company
after the Merger Closing; and
WHEREAS, the Company and Kinder also desire to establish in this Agreement
certain terms and conditions concerning the acquisition and disposition of
securities of the Company by Kinder.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
ARTICLE I
DEFINITIONS
SECTION 1.1 Definitions. As used in this Agreement, the following terms
shall have the following meanings:
"Affiliate" means, with respect to any Person, any other Person that
directly or indirectly, through one or more intermediaries, Controls, is
Controlled by, or is under common Control with, such first Person.
"Associate" has the meaning set forth in Rule 12b-2 under the Exchange Act
as in effect on the date of this Agreement.
"Beneficial Ownership" and any derivative thereto has the meaning set forth
in Rule 13d-3 under the Exchange Act as in effect on the date of this Agreement.
"Board" means the Board of Directors of the Company.
"Broad Distribution" means a distribution of Voting Securities that, to the
knowledge, after due inquiry, of the Person on whose behalf such distribution is
being made, will not result in the acquisition by any other Person of any such
Voting Securities to the extent that, after giving effect to such acquisition,
such acquiring Person would hold in excess of the greater of (x) 5% of the Total
Voting Power of the Company or (y) if such acquiring Person is an institutional
investor eligible to
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file a Statement on Schedule 13G (or any successor form) with respect to its
investment in the Company, 7% of the Total Voting Power of the Company.
"Buyout Transaction" means a tender offer, merger, sale of all or
substantially all of the Company's assets or any similar transaction involving
the Company or any of its Subsidiaries, on the one hand, and Kinder or Xxxxxx
Associates or any Affiliate of Kinder or Xxxxxx Associates, on the other, that
offers each holder of Voting Securities (other than, if applicable, the Person
proposing such transaction) the opportunity to dispose of all Voting Securities
Beneficially Owned by such holder.
"Closing" shall have the meaning set forth in Section 1.2 of the Merger
Agreement.
"Common Stock" means the common stock, par value $5.00 per share, of the
Company.
"Company" has the meaning set forth in the recitals to this Agreement.
"Control" has the meaning specified in Rule 12b-2 under the Exchange Act as
in effect on the date of this Agreement.
"Exchange Act" means the Securities and Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder.
"Governmental Entity" means any court, administrative agency, regulatory
body, commission or other governmental authority, board, bureau or
instrumentality, domestic or foreign and any subdivision thereof.
"Group" has the meaning set forth in Section 13(d) of the Exchange Act as
in effect on the date of this Agreement.
"Independent Director" means a director of the Company who (i) is in fact
independent; (ii) is not (apart from such directorship) an officer, Affiliate,
employee, principal stockholder or partner of KM Inc., Kinder or Xxxxxx
Associates, as applicable, or any Affiliate of KM Inc., Kinder or Xxxxxx
Associates; and (iii) is deemed independent under New York Stock Exchange Rule
303 in effect on the date of this Agreement.
"Kinder Directors" means Kinder Nominees who are elected or appointed to
serve as members of the Board in accordance with this Agreement.
"Kinder Nominees" means such Persons as are so designated by Kinder, as
such designations may change from time to time in accordance with this
Agreement, to serve as members of the Board pursuant to Section 2.3 hereof.
"KM Inc." has the meaning set forth in the recitals to this Agreement.
"Maximum Ownership Percentage" shall mean 34.9%.
"Merger" has the meaning set forth in the recitals to this Agreement.
"Merger Agreement" has the meaning set forth in the recitals to this
Agreement.
"Merger Closing" has the meaning set forth in the recitals to this
Agreement.
"Merger Sub" has the meaning set forth in the recitals to this Agreement.
"Xxxxxx Associates" means Xxxxxx Associates, Inc., a Kansas corporation
wholly-owned by Xxxxxxx X. Xxxxxx.
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"Xxxxxx Governance Agreement" means that certain Governance Agreement,
dated as of October 7, 1999 entered into by and between the Company and
Xxxxxx Associates.
"Other Holders" means the holders of the Other Shares.
"Other Shares" means Voting Securities not Beneficially Owned by Kinder.
"Person" means any individual, group, corporation, firm, partnership,
limited liability company, joint venture, trust, business association,
organization, Governmental Entity or other entity.
"SEC" means the Securities and Exchange Commission or any successor
Governmental Entity.
"Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.
"Stockholder Vote" means as to any matter to be presented to the holders of
Voting Securities, a vote at a duly called and held annual or special meeting of
the holders of Voting Securities entitled to vote on such matter.
"Subsidiary" means, with respect to any Person, as of any date of
determination, any other Person as to which such Person owns, directly or
indirectly, or otherwise controls, more than 50% of the voting shares or other
similar interests.
"Third Party Offer" means a bona fide offer to enter into a tender offer,
merger, sale of all or substantially all of the Company's assets or any similar
transaction involving the Company by a Person other than Kinder or Xxxxxx
Associates, an Affiliate of Kinder or Xxxxxx Associates or any Person acting on
behalf of Kinder or Xxxxxx Associates or any Affiliate of Kinder or Xxxxxx
Associates.
"Total Voting Power of the Company" means the total number of votes that
may be cast in the election of directors of the Company if all Voting Securities
outstanding or treated as outstanding pursuant to the final sentence of this
definition were present and voted at a meeting held for such purpose. The
percentage of the Total Voting Power of the Company Beneficially Owned by any
Person is the percentage of the Total Voting Power of the Company that is
represented by the total number of votes that may be cast in the election of
directors of the Company by Voting Securities Beneficially Owned by such Person.
In calculating such percentage, the Voting Securities Beneficially Owned by any
Person that are not outstanding but are then subject to immediate issuance upon
exercise or exchange of rights of conversion or any options, warrants or other
rights (the "Rights") Beneficially Owned by such Person shall be deemed to be
outstanding for the purpose of computing the percentage of the Total Voting
Power represented by Voting Securities Beneficially Owned by such Person, but
any Rights Beneficially Owned by any other Person shall not be deemed to be
outstanding for purpose of computing the percentage of the Total Voting Power
represented by Voting Securities Beneficially Owned by the Person with respect
to whom the calculation is being performed.
"Voting Securities" means Common Stock and any other securities of the
Company or any Subsidiary of the Company entitled to vote generally in the
election of directors of the Company or such Subsidiary of the Company.
ARTICLE II
CORPORATE GOVERNANCE
SECTION 2.1 Board of Directors. Upon the effectiveness of the resignation
of those current members of the Company's Board who are not designated in Annex
A hereof and in anticipation of such resignations, the Company shall cause the
Board to (i) amend the Bylaws of the Company to decrease the number of Board
members from fifteen (15) to ten (10) and (ii) fill three (3) of the
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four (4) vacancies on the Company's Board with the Kinder Directors listed in
Annex A hereof such that effective as of the Closing, the Board shall consist of
ten (10) members, three (3) of whom shall be Kinder Directors. Effective as of
the Closing, the Board members of the Company and their respective classes shall
be as indicated in Annex A hereto.
SECTION 2.2 Independent Directors. Until the termination of this Agreement
as provided in Article V hereof, the total number of Independent Directors shall
at all times constitute a majority of the Board.
SECTION 2.3 Board Representation of Kinder. The parties hereto shall
exercise all authority under applicable law to cause any slate of directors
presented to the stockholders of the Company for election to the Board to
consist of such nominees that, if elected, would result in the Board consisting
of three (3) Kinder Directors.
SECTION 2.4 Designation of Slate. Any Kinder Nominees that are included in
a slate of directors pursuant to Section 2.3 shall be designated by Kinder, and
any non-Kinder Nominees that are to be included in any slate of directors shall
be designated in accordance with the Bylaws of the Company or the provisions of
the Xxxxxx Governance Agreement, as applicable. The Company's nominating
committee shall nominate each person so designated.
SECTION 2.5 Resignations and Replacements. If at any time a member of the
Board resigns or is removed, a new member shall be designated to replace such
member until the next election of directors. If, consistent with Section 2.3,
the replacement director is to be a Kinder Director, Kinder shall designate the
replacement Kinder Director.
SECTION 2.6 Solicitation and Voting of Shares. (a) The Company shall use
reasonable efforts to solicit from the stockholders of the Company eligible to
vote for the election of directors proxies in favor of the Board nominees
selected in accordance with Section 2.3 and 2.4.
(b) In any election of directors, Kinder will vote or execute a written
consent with respect to all Voting Securities as to which he is entitled to vote
or execute a written consent for all nominees in accordance with the provisions
of Section 2.3 and 2.4. In addition, Kinder agrees that neither he nor any of
his Affiliates will vote, or act by written consent with respect to any Voting
Securities, in favor of any amendment of the Company's Restated Articles of
Incorporation or Bylaws which would be inconsistent with the governance
provisions contained in this Agreement.
ARTICLE III
STANDSTILL
SECTION 3.1 Standstill. (a) Except as otherwise expressly provided in this
Agreement (including this Section 3.1, Section 3.2 or Section 3.3) or as
specifically approved by a majority of the Independent Directors, Kinder shall
not, directly or indirectly: (i) by purchase or otherwise, acquire, agree to
acquire or offer to acquire Beneficial Ownership of any Voting Securities or
direct or indirect rights or options to Beneficially Own Voting Securities
(including any voting trust certificates representing such securities) if after
such acquisition the number of Voting Securities then Beneficially Owned by
Kinder would exceed the Maximum Ownership Percentage of the then outstanding
number of Voting Securities of the Company; (ii) enter into, propose to enter
into, solicit or support any merger or business combination or similar
transaction involving the Company or any of its Subsidiaries, on the one hand,
and Kinder or Xxxxxx Associates or any Affiliate of Kinder or Xxxxxx Associates,
on the other, or purchase, acquire, propose to purchase or acquire or solicit or
support the purchase or acquisition of any portion of the business or assets of
the Company or any of
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its Subsidiaries by Kinder or Xxxxxx Associates or by any Affiliate of Kinder or
Xxxxxx Associates; (iii) form, join or in any way participate in a Group (other
than a Group that may be formed in the future consisting solely of Kinder and
Xxxxxx Associates) formed for the purpose of acquiring, holding, voting or
disposing of or taking any other action with respect to Voting Securities that
would be required under Section 13(d) of the Exchange Act to file a Statement on
Schedule 13D with respect to such Voting Securities if the Group would
Beneficially Own more than the Maximum Ownership Percentage of the then
outstanding number of Voting Securities of the Company; (iv) deposit any Voting
Securities in a voting trust or enter into any voting agreement or arrangement
with respect thereto (other than this Agreement) which would entitle any Person
to Control more than the Maximum Ownership Percentage of the Total Voting Power
of the Company; (v) take any action challenging the validity or enforceability
of the foregoing or which would be inconsistent with the foregoing; or (vi)
assist, advise, encourage or negotiate with any Person with respect to, or seek
to do, any of the foregoing.
(b) Nothing in this Agreement shall (i) prohibit or restrict Kinder from
responding to any inquiries from any stockholders of the Company as to Kinder's
intention with respect to the voting of any Voting Securities Beneficially Owned
by him so long as such response is consistent with the terms of this Agreement;
(ii) restrict the right of each Kinder Director on the Board or any committee
thereof to vote on any matter as such individual believes appropriate in light
of his or her duties as a director or committee member or the manner in which a
Kinder Nominee may participate in his or her capacity as a director in
deliberations or discussions at meetings of the Board or as a member of any
committee thereof; (iii) prohibit Kinder from Beneficially Owning Voting
Securities issued as dividends or distributions in respect of, or issued upon
conversion, exchange or exercise of, securities which Kinder is permitted to
Beneficially Own under this Agreement; (iv) prohibit any employee or agent of
Kinder from purchasing or otherwise acquiring Voting Securities so long as he or
she is not a member of a Group that includes Kinder or Xxxxxx Associates or is
not otherwise acting on behalf of Kinder or Xxxxxx Associates; or (v) prohibit
Kinder from disclosing in accordance with his obligations (if any) under the
federal securities laws or other applicable law (if any) that the Company has
become the subject of a Buyout Transaction or a Third Party Offer.
SECTION 3.2 Buyout Transaction by Kinder. Nothing in this Agreement shall
prohibit or restrict Kinder from proposing, participating in, supporting or
causing the consummation of a Buyout Transaction if (i) a majority of the
Company's Independent Directors approve the Buyout Transaction and (ii) the
Company receives a written opinion from a nationally-recognized investment bank
to the effect that the Buyout Transaction is fair to all of the Company's
stockholders from a financial point of view.
SECTION 3.3 Third Party Offers. In the event that the Company becomes the
subject of a Third Party Offer, Kinder may not support such Third Party Offer,
vote in favor of such Third Party Offer or tender or sell its Voting Securities
to the Person making such Third Party Offer unless the Third Party Offer is made
available to all of the Company's stockholders and each of the Other Holders are
entitled to participate in the Third Party Offer on the same terms and under the
same conditions as Kinder.
ARTICLE IV
TRANSFER RESTRICTIONS
SECTION 4.1 Restrictions. (a) Except as provided in Section 3.3, Kinder
shall not, directly or indirectly, sell, transfer or otherwise dispose of any
Voting Securities except as follows: (i) in accordance with the volume and
manner-of-sale limitations of Rule 144 under the Securities Act
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(regardless of whether such limitations are applicable) and otherwise subject to
compliance with the Securities Act; and (ii) in a registered public offering or
a non-registered offering subject to an applicable exemption from the
registration requirements of the Securities Act in a manner calculated to
achieve a Broad Distribution.
(b) Notwithstanding Section 4.1(a) hereof, Kinder may:
(i) sell or transfer up to 3.5% at a time of the then outstanding
number of shares of Voting Securities of the Company in a private placement
exempt from the registration requirements of the Securities Act; provided,
that if the buyer of such Voting Securities is acting as a Group with
Kinder, after such sale or transfer the Group shall not Beneficially Own
more than the Maximum Ownership Percentage of the then outstanding shares
of Voting Securities of the Company;
(ii) sell or transfer 3.6% or more of the then outstanding number of
shares of Voting Securities of the Company at any time so long as (A) a
majority of the Independent Directors approves the sale or transfer, (B)(1)
the buyer of such Voting Securities agrees to be bound by the terms of this
Agreement and (2) the aggregate amount of all Voting Securities sold or
transferred pursuant to this subsection, when added to the Voting
Securities Beneficially Owned by Kinder after such sales or transfers, does
not exceed the Maximum Ownership Percentage of the then outstanding shares
of Voting Securities of the Company or (C) the Other Holders shall have the
ability to participate in such sale or transfer on a pro rata basis.
SECTION 4.2 Legends. (a) Except as set forth in paragraph (b) below,
during the term of this Agreement all certificates representing Voting
Securities Beneficially Owned by Kinder shall bear an appropriate restrictive
legend indicating that such Voting Securities are subject to restrictions
pursuant to this Agreement.
(b) Upon any transfer or proposed transfer of Beneficial Ownership by
Kinder of any Voting Securities to any Person that is permitted pursuant to this
Agreement, the Company shall, upon receipt of timely-notice and such
certificates, opinions and other documentation as shall be reasonably requested
by the Company, cause certificates representing such transferred Voting
Securities to be issued not later than the time needed to effect such transfer
(x) without any restrictive legend if upon consummation of such transfer such
Voting Securities are no longer "restricted securities" as defined in Rule 144
under the Securities Act or (y) without any reference to this Agreement if upon
consummation of such transfer such Voting Securities continue to be "restricted
securities."
SECTION 4.3 Effect. Any purported transfer of Voting Securities that is
inconsistent with the provisions of this Article IV shall be null and void and
of no force or effect.
ARTICLE V
TERMINATION
SECTION 5.1 Automatic Termination. This Agreement shall automatically
terminate upon the earlier of: (i) eighteen (18) months from the Effective Time
or (ii) the date on which the percentage of the Total Voting Power of the
Company Beneficially Owned by Kinder (or by any transferee who has agreed to be
bound by the terms of this Agreement) in the aggregate is less than 10%.
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ARTICLE VI
MISCELLANEOUS
SECTION 6.1 Notices. All notices and other communications hereunder shall
be in writing and shall be deemed given if delivered personally, telecopied
(which is confirmed) or sent by overnight courier service to the parties at the
following addresses (or at such other address for a party as shall be specified
by like notice):
If to the Company:
K N Energy, Inc.
000 Xxx Xxxxxx Xxxxxx
Phase II -- 0xx Xxxxx XX
Xxxxxxxx, Xxxxxxxx 00000-0000
Attention: Xxxxxx X. Xxxxxx
Vice President and General Counsel
Fax: (000) 000-0000
Copy to:
Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
0000 Xxx Xxxx Xxxxxx, X.X.
Xxxxxxxxxx, XX 00000-0000
Attention: Xxxxxxx X. Xxxxx, Esq.
Fax: (000) 000-0000
If to Kinder:
Xx. Xxxxxxx X. Xxxxxx
0000 XxXxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Fax: (000) 000-0000
Copy to:
Bracewell & Xxxxxxxxx, L.L.P.
South Tower Pennzoil Place
000 Xxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000-0000
Attention: Xxxxx X. Xxxx, Esq.
Fax: (000) 000-0000
or to such other address or facsimile number as the Person to whom notice is
given shall have previously furnished to the others in writing in the manner set
forth above.
SECTION 6.2 Interpretation. 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. Whenever the words "included," "includes" or
"including" are used in this Agreement, they shall be deemed to be followed by
the words "without limitation".
SECTION 6.3 Severability. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof. If any
provision of this Agreement, or the application thereof to any person or entity
or any circumstance, is found to be invalid or unenforceable in any
jurisdiction, (a) a suitable
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and equitable provision shall be substituted therefor, upon the agreement of all
of the parties hereto, in order to carry out, so far as may be valid and
enforceable, the intent and purpose of such invalid or unenforceable provision
and (b) the remainder of this Agreement and the application of such provision to
other Persons or circumstances shall not be affected by such invalidity or
unenforceability, nor shall such invalidity or unenforceability affect the
validity or enforceability of such provision, or the application thereof, in any
other jurisdiction.
SECTION 6.4 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, and all of which shall
constitute a single agreement.
SECTION 6.5 Entire Agreement; No Third Party Beneficiaries. This
Agreement, together with the Merger Agreement and the other agreements
contemplated hereby, (a) 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 (b) is not intended to confer
upon any Person other than the parties hereto any rights or remedies hereunder.
SECTION 6.6 Further Assurances. Each party shall execute, deliver,
acknowledge and file such other documents and take such further actions as may
be reasonably requested from time to time by the other party hereto to give
effect to and carry out the transactions contemplated herein.
SECTION 6.7 Governing Law; Equitable Remedies. This Agreement shall be
governed by and construed in accordance with the laws of the State of Delaware,
regardless of the laws that might otherwise govern under applicable principles
of conflicts of law. The parties hereto 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 hereto shall be entitled to equitable
relief, including in the form of injunctions, in order to enforce specifically
the provisions of this Agreement, in addition to any other remedy to which they
are entitled at law or in equity.
SECTION 6.8 Amendments; Waivers. (a) No provision of this Agreement may be
amended or waived unless such amendment or waiver is in writing and signed, in
the case of an amendment, by the parties hereto, or in the case of a waiver, by
the party against whom the waiver is to be effective; provided that no such
amendment or waiver by the Company shall be effective without the approval of a
majority of the Independent Directors. Notwithstanding any provision herein to
the contrary, if a majority of the Independent Directors determine in good faith
to do so, such Independent Directors may seek to enforce, in the name and on
behalf of the Company, the terms of this Agreement against Kinder.
(b) No failure or delay by any party in exercising any right, power or
privilege hereunder shall operate as waiver thereof nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies herein
provided shall be cumulative and not exclusive of any rights or remedies
provided by law.
SECTION 6.9 Assignment. Except as set forth herein, neither this Agreement
nor any of the rights or obligations hereunder shall be assigned by either of
the parties hereto without the prior written consent of the other party, except
that either party may assign all its rights and obligations to the assignee of
all or substantially all of the assets of such party, provided that such party
shall in no event be released from its obligations hereunder without the prior
written consent of the other party. 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.
SECTION 6.10 Independence. Kinder agrees that he will not undertake any
formal business relationship with Xxxxxx Associates or Xxxxxxx X. Xxxxxx
affecting or impacting the utility
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operations of the Company, other than in connection with the performance by
Messrs. Kinder and Xxxxxx of their respective duties as officers and directors
of the Company. In furtherance thereof, Xx. Xxxxxx agrees that when he acts as a
shareholder he will act solely in his individual capacity, it being understood
that his agreement to do so does not preclude him, except as provided in
Articles II, III and IV of this Agreement, from independently voting, selling or
otherwise transferring his Voting Securities the same way as any other holder of
Voting Securities or from independently taking any other action, or exercising
any other rights, as a holder of shares of Common Stock that coincides with
action taken, or the exercise of rights, by any other holder of shares of Common
Stock.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered, all as of the date first set forth above.
K N ENERGY, INC.
By: /s/ XXXXXXX X. XXXXX
----------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Chairman and Chief
Executive Officer
XXXXXXX X. XXXXXX
/s/ XXXXXXX X. XXXXXX
------------------------------------
Name: Xxxxxxx X. Xxxxxx
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ANNEX A
BOARD MEMBERS AFTER THE MERGER CLOSING
Kinder Directors:
Xxxxxxx X. Xxxxxx (Class I)
Xxx X. Xxxxxxx (Class I)
Xxxxx Xxxxxxx (Class II)
Xxxxxx Directors:
Xxxxxxx X. Xxxxxx (Class III)
Non-Stockholder Directors:
Xxxxxx X. Xxxxxx, Xx. (Class I)
Xxxxxxx X. Xxxx (Class I)
Xxxxxxx X. Xxxxxx (Class II)
H.A. True, III (Class II)
Xxxxxxx X. Xxxxx (Class III)
Xxxxxx Xxxxxxx, III (Class III)
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