1
EXHIBIT 99.4
INVESTOR VOTING AGREEMENT
October 19, 2000
Xxxx Industries, Inc.
000 Xxxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxx 00000
This letter memorializes an agreement of the undersigned ("Investor") with
Xxxx Industries, Inc. (the "Company").
1. The Subject Shares. Pursuant to that certain Voting Agreement,
dated as of the date hereof (the "Voting Agreement"), between Investor and
certain holders (the "Holders") of shares of common stock, no par value per
share, of the Company ("Common Stock"), each of Xxxxxx X. Xxxxxxx, Chairman
and Chief Executive Officer of Investor, and Xxxx X. Hamburg, Chief
Financial Officer of Investor (the "Designated Officers"), in their
respective capacities as such, have been given a proxy to, among other
things, vote the shares of Common Stock owned by the Holders at any meeting
of the stockholders of the Company called to consider the approval of the
Merger and the Merger Agreement (as such terms are defined in the Voting
Agreement). Of the shares of Common Stock which are subject to the Voting
Agreement, 13,433,261 of such shares (the "Subject Shares") are also
subject to that certain Contribution and Participation Agreement, dated as
of the date hereof, between Investor, certain of the Holders and SII
Acquisition, Inc.
2. Agreement to Vote. Each of the Designated Officers and Investor,
through the Designated Officers, agree to vote the Subject Shares in the
same proportion as the holders of all other shares of Common Stock or of
proxies with respect thereto (including, without limitation, Investor, with
respect to shares of Common Stock otherwise subject to the Voting Agreement
or which are owned by Investor) voting on the approval of the Merger and
the Merger Agreement vote their shares of Common Stock on such matters. For
purposes of computing this proportion, shares of Common Stock shall only be
counted if such shares are voted for or against the approval of the Merger
and the Merger Agreement; shares of Common Stock which abstain or do not
vote shall be ignored.
3. Termination. This agreement will terminate automatically upon the
termination of the Voting Agreement.
4. Miscellaneous. This agreement, along with the Voting Agreement,
constitutes the entire agreement among the parties with respect to this
subject, is not intended to confer any rights or remedies
1
2
upon any person other than the parties hereto, and shall be governed and
construed in accordance with Georgia law without regard to any applicable
conflicts of law principles.
Very truly yours,
Berkshire Hathaway Inc.
/s/ XXXXXX X. XXXXXXX
--------------------------------------
Xxxxxx X. Xxxxxxx
Chairman and Chief Executive Officer
/s/ XXXX X. HAMBURG
--------------------------------------
Xxxx X. Hamburg
Chief Financial Officer
Accepted and agreed this 19th day of October, 2000
Xxxx Industries, Inc.
/s/ XXXXXX X. XXXX
---------------------------------------------------------
Xxxxxx X. Xxxx
Chairman and Chief Executive Officer
2
