Exhibit 9.1
MAJOR STOCKHOLDERS' VOTING TRUST AGREEMENT
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1. Creation of Trust. The stockholders listed on Exhibit A hereto
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(the "Stockholders") of Xxxxxxxx Soup Company, a New Jersey corporation (the
"Company"), hereby create the Major Stockholders' Voting Trust (the "Trust"),
which shall be governed in accordance with the terms of this trust agreement
(the "Trust Agreement"). The initial Trustees shall be Xxxx X. van Beuren and
Xxxxxxx X. Xxxxxx, Xx. who shall be designated as the "Family Trustees". In
addition the Representatives (as hereinafter defined), if they desire, acting
unanimously, shall have the right to appoint another Trustee who shall be
designated the "Non-family Trustee". The term "Trustees" at used herein shall
mean the initial Family Trustees, any Non-Family Trustee and their successors
appointed under the Trust Agreement.
2. Term of Trust. The Trust shall continue for a period of ten
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years, unless it is sooner terminated by the unanimous decision of all Family
Trustees or the withdrawal of all Shares as hereinafter provided.
3. Deposit of Shares. The Stockholders hereby (a) deposit with the
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Trustees 21,369,000 shares of the Company's Capital Stock ($.15 par value) (the
"Shares"), and (b) deliver to the Trustees one or more certificates evidencing
such Shares. All such certificates delivered to the Trustees as herein provided
shall be registered in the name of the Trustees or shall be endorsed or
accompanied by duly executed stock powers and such other assignments,
certificates of authority and consent to transfer instruments as may be
reasonably requested by counsel to the Trustees in order to transfer record
ownership of the Shares to the Trustees. Such Shares shall be registered in the
name of "Trustees, Major Stockholders' Voting Trust U/A dtd. June 21, 1990," and
all certificates representing the Shares shall contain a legend that such
certificates are held subject to the provisions of the Trust Agreement.
4. Issuance of Trust Certificates. In exchange for the certificates
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evidencing the Shares delivered by each Stockholder hereunder, the Trustees
shall issue and deliver to each Stockholder a Trust certificate (the "Trust
Certificate") or certificates, substantially in the form attached hereto as
Exhibit B, representing, in the aggregate, the number of Shares deposited by
that Stockholder. Trust Certificates shall evidence the Stockholder's
beneficial interest in the Trust and the Shares deposited with the Trustees in
accordance herewith.
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The holder of a Trust Certificate shall have all rights of a holder of the
Shares represented by the Trust Certificate except as otherwise provided herein.
5. Powers and Duties of the Trustees.
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(a) While this Trust Agreement is in effect and until the Shares are
withdrawn from the Trust as hereinafter provided, the Trustees, in their
unrestricted discretion, in person, by proxy or by written consent, shall have
the sole and unqualified right and power to vote the Shares for the election of
any person or persons as directors of the Company, and to act in connection with
the voting of the Shares in the same manner and to the same extent as if they
were the absolute owner thereof in their own right. On all other proposals or
matters which are required to be or which shall be submitted for a vote of the
Company's Capital Stock, the Trustees shall be entitled to vote the Shares, for
or against such proposal or matter, or to refrain from voting, as they in their
sole discretion shall determine.
(b) Except as otherwise provided in Section 9 hereof, the decision of
the Trustees as to the voting of the Shares in each case must be determined as
follows: If there are two Trustees acting hereunder, the decision must be
unanimous. If there are three Trustees acting
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hereunder, the decision must be approved by at least two out of the three
Trustees. If there are four Trustees acting hereunder, the decision must be
approved by at least three out of the four Trustees. Any two Trustees, after
such decision has been made by the Trustees as above provided, shall be duly
authorized to sign any and all proxies and consents or attend meetings of
stockholders to vote the Shares on behalf of the Trustees. Any proxy, written
consent or other document signed by at least two Trustees shall be conclusive
evidence to the Company and any and all persons not parties to the Trust
Agreement that such action has been duly authorized under the Trust Agreement
and no such person may inquire into the authority of a Trustee or the Trustees
to act hereunder. The decision of a Trustee acting hereunder may be
communicated orally to the other Trustees but shall be confirmed in writing to
the other Trustees. A Trustee, who determines that he or she will be
unavailable to participate in a decision by the Trustees to vote on a particular
matter or attend a particular meeting, may execute a written proxy or power-of-
attorney authorizing another Trustee, a Stockholder or a spouse of a Family
Trustee or Stockholder to act for him or her hereunder with respect to the
particular matter or meeting.
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(c) The Trustees shall request the Company to send proxy statements,
quarterly and annual reports and other reports and information directly to the
Stockholders at their addresses as shown by the records of the Trustees who
shall furnish a list of such names and addresses to the Company.
6. Disagreement as to Voting of Shares.
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(a) If at any time the Family Trustees cannot agree among themselves
as to how the Shares should be voted, for the purposes of this Section those
Family Trustees who represent a majority of the Shares who desire to vote in one
way shall be designated the "Majority Trustee(s)", and the remaining Family
Trustee who represents a minority of the Shares who desire to vote in a contrary
manner or otherwise fail to vote for or support the position of the Majority
Trustee(s) shall be designated the "Minority Trustee". The Minority Trustee
shall have the right to withdraw all Shares represented by him or her from the
Trust and to resign as Trustee upon written notice to the other Trustees. The
Administrative Trustee (as hereinafter defined) shall notify the Stockholders
represented by the Minority Trustee as to the withdrawal of their Shares.
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(b) If a Family Trustee who dissents informs the other Trustees that
he or she could resolve a problem among Stockholders of his or her Group (as
hereinafter defined) and thereupon vote with the Majority Trustee(s) if certain
Shares represented by him or her are withdrawn from the Trust, the Family
Trustees shall have authority to cause such Shares to be withdrawn from the
Trust upon written notice to the Stockholders whose Shares are being withdrawn.
(c) Any withdrawal of Shares under this Section shall be effected
pursuant to the provisions of Section 9(d) and (e), end all Trustee resignations
shall be effective immediately.
7. Term of Trustees; Election of Successor Trustees. The
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Stockholders shall be divided into groups, one group for Xxxxxxxx X. Xxxxxxxx
and her descendants (the "Xxxxxxxx Group"), another group for Hope H. van Beuren
and her descendants (the "van Beuren Group"), and another group for Xxxxx X.
Xxxxxx and her descendants (the "Xxxxxx Group"). Each Group shall have a
Representative as follows: Xxxxxxxx X. Xxxxxxxx will be the Representative of
the Xxxxxxxx Group; Hope H. van Beuren will be the Representative of the van
Beuren Group and Xxxxx X. Xxxxxx will be the Representative of the Xxxxxx
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Group. Each Group (acting through its Representative) shall be entitled to
designate one Family Trustee and upon the termination of each trusteeship of
such Family Trustee, a successor Family Trustee representing such Group. One
individual may act as the Family Trustee for one or more Groups. Of the initial
Family Trustees, Xxxx X. van Beuren has been designated to represent the
Xxxxxxxx and van Beuren Groups, and Xxxxxxx X. Xxxxxx, Xx. has been designated
to represent the Xxxxxx Group. The initial term of office of each Trustee shall
continue until June 30, 1991 and for successive one-year terms thereafter. At
the expiration of the term of office, the Representative of each Group shall
appoint an individual to act as Family Trustee for such Group. The
Representatives acting unanimously shall have the right to appoint the initial
and successor Non-family Trustee. The term of each Family Trustee and successor
Family Trustee shall continue until his or her successor is appointed hereunder.
The term of the Non-family Trustee shall not continue beyond the one-year period
unless he is re-appointed by the affirmative action of the Representatives as
above provided. Only descendants of Xxxx X. Xxxxxxxx, Xx., or the spouses of
such persons, or persons who were spouses of such descendants on the date of
this Trust
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Agreement, shall be eligible to serve as a Family Trustee. A Trustee must be 30
years of age or older.
8. Vacancies. Any Trustee may resign by delivering a written
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resignation to the remaining Trustees, and thereupon a successor Trustee shall
be designated as set out above. Upon a vacancy created by the death or legal
incompetence of a Trustee, such vacancy shall be filled as set out above. Until
such appointment is made, the Trustees then acting hereunder shall have
authority to vote the Shares and take all other action which may be contemplated
hereunder.
9. Withdrawal.
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(a) A Stockholder may withdraw from the Trust some or all of the
Shares transferred to the Trustees hereunder (i) annually during the period from
October I through December 31 of each year, or (ii) at any time during the
period from the date of notice of any annual or special meeting of stockholders
of the Company until five business days prior to the date of the meeting, by
giving prior written notice to the Trustees.
(b) If at any time a Stockholder desires to dispose of some or all of
his or her Shares, such Stockholder may withdraw from the Trust the amount to be
disposed of upon prior written notice to the Trustees.
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(c) Other provisions pertaining to withdrawal may be found in Section
6 (Disagreement as to Voting of Shares).
(d) Prior to the delivery or transfer of the withdrawn Shares to the
withdrawing Stockholder, the withdrawing Stockholder shall deliver to the
Trustees the Trust Certificates duly endorsed to the Trustees covering such
Shares and except as provided in Section 9(e) any Shares so withdrawn shall no
longer be subject to the provisions of the Trust Agreement. Thereafter, the
Trustees shall promptly cause such Shares to be re-registered in the name of the
withdrawing Stockholder and delivered to the withdrawing Stockholder in
accordance with his or her instructions. Except as otherwise provided herein, at
such time as Stockholders of a Group have withdrawn all Shares held by them, the
trusteeship of the Family Trustee for such Group shall terminate, and no
successor shall be appointed.
(e) After notice of withdrawal of Shares hereunder is either received
by the Trustees or delivered to Stockholders pursuant to Section 6 hereof, the
Shares covered thereby shall continue to be subject to the Trust Agreement until
the Trustees have received the Trust Certificates representing such Shares as
set out above.
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Until the date of such receipt, or thereafter if the Stockholder owning such
withdrawn Shares is unable to vote them because the record date for such vote
has passed, the Trustees will vote such Shares in accordance with the written
instructions of such Stockholder if such instructions are received at lease five
business days prior to the date of any annual or special meeting of stockholders
of the Company. In the absence of such written instructions the Trustees shall
have authority to vote these Shares as they may determine in accordance with the
provisions of the Trust Agreement.
10. Dividends and Distributions.
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(a) Cash Dividends. The Trustees shall give the Company or its
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dividend disbursing agent a list of the names and addresses of the then
registered holders of Trust Certificates, which list shall set forth the number
of Shares represented by the Trust Certificates registered in the name of each
holder on the record date for any cash dividends, and the Trustees shall request
the Company to make distribution of cash dividends, on behalf of the Trustees,
directly to each such registered holder of the Trust Certificates or to a bank
designated by the Trustees or by such holder. In the event that any cash
dividends are paid directly to the Trustees, the Trustees shall promptly pay
over such dividends to the then registered holders of Trust Certificates
according to their respective interests at the record date.
(b) Stock Dividends. If any dividend or distribution in respect of
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the Shares held by the Trustees is paid, in whole or in part, in shares of
Capital Stock of the Company or other voting shares of the Company, the Trustees
shall hold the certificates for such shares which are received on account of
such dividend and such shares shall thereafter for all purposes be treated
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as part of the Shares. The holder of each Trust Certificate issued under this
Trust Agreement on the date for the determination of those stockholders of the
Company entitled to receive such dividend shall be entitled to receive a Trust
Certificate evidencing such holder's pro rata share of the number of shares
received as such dividend.
(c) Dividends in Other Assets. If any dividend or distribution in
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respect of the Shares held by the Trustees is paid, in whole or in part, in
assets of the Company, the Trustees shall give the Company a list of the names
and addresses of the then registered holders of Trust Certificates, which list
shall set forth the number of Shares represented by the Trust Certificates
registered in the name of each holder on the record date, and the Trustees shall
request the Company to make such distribution, on behalf of the Trustees,
directly to each registered holder of the Trust Certificates. In the event the
distributions are paid directly to the Trustees, the Trustees shall promptly pay
over such distributions to the then registered holders of Trust Certificates
according to their respective interests at the record date.
(d) Mergers, etc. If, during the term hereof, the Company shall merge
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or consolidate into or with another corporation or corporations or other
business entity, or if there shall be reorganization or recapitalization of the
Company, voting securities representing any such corporation or other business
entity received by the Trustees in exchange for or with respect to the Shares as
a result of such merger, consolidation, recapitalization or reorganization shall
be held by them in accordance with the terms hereof and shall thereafter for all
purposes be treated as part of the Shares. The Trustees shall issue and deliver
Trust Certificates representing such voting securities to the then registered
holders of Trust Certificates as their interests shall appear, against surrender
by such holders of any Trust Certificates registered in their name which
represented Shares which were surrendered by the Trustees pursuant to the terms
of such merger, consolidation, recapitalization or reorganization. Any other
consideration received by the Trustees in such a transaction shall be paid by
the Trustees to the then registered
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holders of Trust Certificates in accordance with their respective interests at
the applicable record date.
(e) Dissolution. If, during the term hereof, the Company shall be
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dissolved or liquidated in such a manner as to entitle the holders of Capital
Stock to liquidating dividends, the Trustees shall request all such dividends to
be distributed directly by the Company to the holders of Trust Certificates in
proportion to their respective beneficial ownership in the Shares upon which
dividends are paid. In the event that such dividends are paid directly to the
Trustees, the Trustees shall promptly pay over such dividends to the then
registered holders of Trust Certificates according to their respective interests
at the record date.
(f) Rights Offerings. If any capital stock or other securities of the
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Company are offered for subscription or otherwise to the holders of Capital
Stock of the Company, the Trustees, promptly upon receipt of notice of such
offer, shall mail a copy thereof to each of the holders of the Trust
Certificates. Upon receipt by the Trustees, at least five business days prior to
the last day fixed by the Company for subscription and payment, of a request
from any such registered holder of Trust Certificates to subscribe on behalf of
such holder, accompanied by the sum of money required to pay for such stock or
securities, the Trustees shall make such subscription and payment, and upon
receiving from the Company the certificates for shares or securities so
subscribed for, shall issue to such holder a Trust Certificate in respect
thereof if the same be shares of Capital Stock, but if the same be securities
other than Capital Stock, the Trustees shall mail or deliver such securities to
the holder of the Trust Certificate on whose behalf the subscription was made,
or may request the Company to make delivery directly to the holder of the Trust
Certificate entitled thereto.
11. Administrative Trustee; Formal Meetings. The Trustees shall
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appoint one of the Trustees as the Administrative Trustee who shall serve at the
pleasure of the Trustees and who shall be responsible for taking care
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of the administrative details of the Trust. The Trustees shall notify the
Stockholders of the name of the Administrative Trustee and the address and
telephone number for communications with such Trustee. It is contemplated that
the Trustees will act through informal consultations. The Administrative Trustee
may, however, and shall at the request of any other Trustee, call a meeting of
the Trustees upon 10 days written notice to all Trustees of the time, place and
purposes of the meeting. Notice need not be given to a Trustee who waives notice
in writing or who attends the meeting in person. The meeting may be held by
conference telephone call. Two Trustees shall constitute a quorum. Any action
taken at such meeting shall require only the unanimous consent of the Trustees
present (in person or by telephone) at the meeting, and the consent of any
absent Trustee or Trustees shall not be required for any action so taken.
12. Transfer and Replacement of Voting Trust Certificates.
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(a) The Administrative Trustee shall keep a record of all Trust
Certificates issued by the Trust upon the original issuance thereof in exchange
for the Shares deposited hereunder, or in exchange for any additional shares of
Capital Stock deposited with the Trustees as
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provided herein, or upon the transfer of Trust Certificates, or as a result of
the release of Shares to the Stockholders. The record of Trust Certificates
shall be kept, and Trust Certificates may be transferred, subject to applicable
legal requirements including those under the Securities Act of 1933, at the
office of the Administrative Trustee or counsel for the Trustees. The records so
kept by the Trustees shall conform, as nearly as may be practicable, to the form
of stock ledger or statutory stock books which would be used by a corporation or
a transfer agent under similar circumstances, and shall indicate, among other
things, the names and addresses of all persons who are holders of Trust
Certificates, the number of Shares represented by the Trust Certificates held by
each of them and the dates when each of them became the owners thereof.
(b) Any transfer of Trust Certificates shall be accomplished by
delivery of the Trust Certificates to the Administrative Trustee, duly endorsed
or accompanied by duly executed powers and by such other assignments,
certificates of authority and consent to transfer instruments as may be
reasonably requested by counsel to the Trustees in order to effect a transfer of
the Trust Certificates. Upon effecting any transfer, all Trust
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Certificates so surrendered to the Trustees shall be cancelled forthwith. The
Trustees may, in their sole discretion, treat the registered holder of any Trust
Certificates as the owner thereof for all purposes whatsoever, and shall not be
affected by any notice to the contrary. Upon the expiration or termination of
the Trust Agreement, the Shares will not be delivered to the Stockholders
without the surrender of the Trust Certificates representing such Shares,
properly endorsed for surrender. Each transferee of a Trust Certificate issued
hereunder shall, by his acceptance thereof, assent to and become a party to the
Trust Agreement and shall be deemed to be a Stockholder for purposes of the
Trust Agreement, and such acceptance shall have the same force and effect as if
such transferee had in fact executed the Trust Agreement.
(c) If any Trust Certificate shall become mutilated, lost, stolen or
destroyed, the Trustees may provide for the issuance of a new Trust Certificate
in lieu of such lost, stolen or destroyed Trust Certificate or in exchange for
such mutilated Trust Certificate, under such conditions with respect to
indemnity and otherwise as they, in their sole discretion may prescribe.
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13. Pledge of Trust Certificates. A Stockholder may assign a security
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interest in Shares represented by Trust Certificates to a bank or other lender
(a "lender") and may deliver physical possession of Trust Certificates in pledge
to such lender. A lender that has taken physical possession of a Trust
Certificate in pledge of such Certificate and the Shares represented thereby
shall give written notice to the Trustees of such possession and pledge,
confirmed in writing by the pledgor, and thereafter until otherwise notified in
writing by the lender, the Trustees shall recognize the lender's security
interest in and control of such Certificate and Shares. Unless otherwise
notified in writing by the lender, the Trustees may direct that dividends
relating to pledged Trust Certificates be paid to the pledgor and the Trustees
may follow the instructions of the pledgor as to matters affecting the Trust.
Until the Shares underlying a pledged Trust Certificate are released from the
Trust, the Trustees shall have power to continue to vote such Shares in
accordance with the terms of the Trust Agreement. Upon written notice to the
Trustees from a lender that it desires to obtain possession of the Shares
underlying such Trust Certificates pledged with it in order to protect or
realize upon its security interest
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therein, the Trustees shall forthwith cause such Shares to be delivered to the
lender, which shall surrender such Trust Certificates to the Trustees, and such
Shares shall be free from trust and shall no longer be subject to the provisions
of the Trust Agreement. The Trustees shall have authority to enter into written
agreements with a lender confirming such obligation hereunder to the lender.
14. Filings with SEC. The Trustees shall make all required filings
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with the Securities and Exchange Commission, including filings on Schedule 13D
and amendments thereto under the Securities Exchange Act of 1934. Each
Stockholder and Trustee hereby agrees that the Trustees are authorized to make
such filings on his or her behalf, and that any such document (including
Schedule 13D and amendments thereto) may be executed and filed by one Trustee on
behalf of all Trustees and Stockholders. The Administrative Trustee shall have
primary responsibility to see that such filings are made.
15. Expenses. The Family Trustees shall receive no compensation or
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commissions for acting as Trustees. The Non-family Trustee shall be entitled to
such compensation as the Family Trustees may unanimously agree to, and the
Family Trustees are authorized to enter into
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an employment contract on behalf of the Trust with the Non-family Trustee for
the term of his trusteeship covering such compensation and other terms and
conditions relating to his employment as the Non-family Trustee. The Trustees
shall have authority to pay necessary expenses in connection with the business
of the Trust and the expenses of the termination of the Trust when it
terminates, and may retain counsel and other professionals. Each Trustee shall
be entitled to reimbursement for any reasonable out-of-pocket expenses incurred
by him in connection with the conduct of the business of the Trust, upon
presentation of receipts or other proper documentation to the Administrative
Trustee. The Administrative Trustee shall from time to time assess Stockholders
for funds to pay these expenses, in proportion to the number of shares
contributed by each.
16. Liability.
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(a) The Trustees and Representatives shall not be liable for the
consequence of any vote cast or consent given and shall not incur any liability
to any Stockholder, except for willful misconduct evidencing bad faith or gross
negligence. The Stockholders agree to indemnify the Trustees and Representatives
and hold them harmless from any and all liabilities which they may incur as a
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result of carrying on the business of the Trust and the termination thereof,
except for willful misconduct evidencing bad faith or gross negligence.
(b) No contract or other transaction between the Company and a
Trustee or a Representative, or any person, firm or corporation in which a
Trustee or a Representative may be interested or with which any of them may be
affiliated or in any way related, shall be rendered invalid by the fact of their
being a party thereto, or being interested in or affiliated with or related to
such person, firm or corporation, and the Trustees, Representatives and any such
person, firm or corporation are hereby relieved from any liability by reason of
the making of any Contract or participating in any transaction wherein the
Trustees, or the Representatives or any of them, or any such person, firm or
corporation, may be interested.
17. Amendments. The Trust Agreement may be amended at any time by the
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unanimous written consent of the Representatives of all Groups. The
Administrative Trustee shall notify all Stockholders in writing of any
amendment.
18. Notice to Company. An executed or conformed counterpart of the
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Trust Agreement, and all amend-
19
ments thereto if any, shall be filed with the registered office of the Company.
19. Termination. Upon termination of the Trust hereunder, either
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because of the expiration of the trust term or the withdrawal of all Shares by
the Stockholders or the unanimous decision of the Trustees, the Trustees shall
take all such action as may be required to cause such Shares to be re-registered
in the names of the Stockholders who contributed them or transferred in
accordance with their written instructions.
20. Miscellaneous Provisions. Notice hereunder shall be in writing
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and shall be addressed to any party hereunder at the address listed on the
records of the Administrative Trustee or such other address as a party may have
notified the other parties hereto in writing, or delivered to such person
personally. Notices by the Representatives or Stockholders to the Trustees shall
be sent to them c/o the Administrative Trustee. All notices hereunder shall be
sent by certified or registered mail return receipt requested or delivered by
telex, telecopy, fax, telegram or similar method of communication. Such notice
shall be effective upon receipt. The Trust Agreement may not be terminated or
amended orally but only by an agreement in writing signed
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by the parties hereto, except as set out above in Sections 17 and 19. The Trust
Agreement shall be binding upon the successors, assigns, executors and
administrators of the undersigned. It may be executed in any number of
counterparts, each of which shall be deemed an original but all of which
together shall constitute a single instrument. It shall not be effective as to
any party until it has been executed by all parties either individually or
pursuant to a power of attorney.
21. Governing Law. This Trust shall be governed by and construed in
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accordance with the laws of the State of New Jersey.
Dated: As of June 2, 1990
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TRUSTEES:
/S/ XXXX X. XXX XXXXX
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/S/ XXXXXXX X. XXXXXX, XX.
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STOCKHOLDERS:
/S/ H.H. VAN BEUREN
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/S/ X.X. VAN BEUREN*
--------------------------
/S/ X.X. XXXXXX
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/S/ XXXXXXX X. XXXXXX, XX.
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/S/ X.X. XXXXXXXX
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/S/ S.M.V. XXXXXXXX
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MELLON BANK (EAST)
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By: /S/ XXXXXXX X. XXXXX
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Authorized Signature
*Also, as attorney-in-fact
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EXHIBIT A
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page 1
Names of Stockholders
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Name
----
X. X. Xxxxxxxx
S. M. V. Xxxxxxxx and
X. X. Xxxxxxxx,
Trustees U/A dtd 1/6/77
S. M. V. Xxxxxxxx and
X. X. Xxxxxxxx,
Trustees U/A dtd 1/6/77
S. M. V. Xxxxxxxx, Trustee U/A dtd 1/6/77
X. X. Xxxxxxxx,
Trustee of Charitable Annuity
Trust U/A dtd 12/21/81
X. X. Xxxxxxxx and
S. M. V. Xxxxxxxx,
Trustees of Charitable
Trust U/A dtd 7/12/83
X. X. Xxxxxx,
X. X. Xxxxxx, Xx. and
Xxxxxx Bank (East),
Trustees u/d 12/29/75
H. H. van Beuren
X. X. van Beuren,
D. E. P. Xxxxx,
X. X. Boehner,
Trustees U/A dtd 11/27/75
X. X. van Beuren et al.,
Trustees U/A dtd 01/01/84
van Beuren Charitable
Foundation, Inc.
1615L
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EXHIBIT B
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___________ __________ Shares
Xxxxxxxx Soup Company
Voting Trust Certificate
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This certifies that __________________________________________________
________________________________________________________________________________
is the beneficial owner of ________________ shares of __________________________
Capital Stock ($.15 par value) of Xxxxxxxx Soup Company, a New Jersey
corporation (the "Company"), which shares have been deposited with the Trustees
of the Major Stockholders' Voting Trust dated , 1990 (the "Voting
Trust"). Upon the surrender of this certificate, when permitted by and in
accordance with the terms of the Voting Trust, the registered holder hereof will
be entitled to receive a certificate representing the same number of shares of
the Company's Capital Stock.
This certificate is issued subject to, and the holder by accepting the
same consents to, all the terms of the Voting Trust Agreement, a copy of which
will be made available to the holder hereof upon application to the Trustees at
the office of the Administrative Trustee,
This certificate is transferable upon the books of the Voting Trust at
the office of the Administrative Trustee (or elsewhere as designated by the
Trustees) by
the holder of record hereof, either in person or by attorney thereto duly
authorized in accordance with rules established for that purpose by the
Trustees.
Voting Trust interests represented by this certificate have not been
registered under the Securities Act of 1933 (the "Act") or any state securities
law, and may not be assigned, sold or transferred in violation of such Act or
any such law.
Dated: _____________, 1990.
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Trustee
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Trustee
2
[Reverse of Certificate]
For value received ___________________________________________________
hereby sell, assign, and transfer unto _________________________________________
________________________________________________________________________________
the within certificate and all rights represented thereby and do hereby
irrevocably constitute and appoint _____________________________________________
as attorney to transfer such certificates on the books of the Trustees mentioned
therein with full power of substitution in the premises.
________________________________(LS)
In presence of
_______________________________________
Notice: The signature to this assignment must correspond with the name as
written upon the face of this certificate in every particular, without
alteration or any change whatever.
3
MAJOR STOCKHOLDERS' VOTING TRUST
--------------------------------
Amendment to Voting
Trust Agreement
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Pursuant to Section 17 of the Major Stockholders' Voting Trust Agreement
dated as of June 2, 1990 as amended April 3, 1991 (the "Agreement") among the
undersigned and certain other stockholders of Xxxxxxxx Soup Company (the
"Company"), the undersigned, as Representatives under the Agreement, hereby
agree that the Agreement shall be amended to provide that Xxxxxxxx X. Xxxxxxxx
and Hope H. van Beuren shall each have the right to withdraw 400,000 shares of
Capital Stock of the Company from such Voting Trust.
Dated: May 30, 1991
/s/ XXXXXXXX X. XXXXXXXX
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Xxxxxxxx X. Xxxxxxxx
/s/ HOPE H. VAN BEUREN
--------------------------------
Hope H. van Beuren
EXHIBIT H
MAJOR STOCKHOLDERS' VOTING TRUST
--------------------------------
Amendment to Voting
Trust Agreement
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Pursuant to Section 17 of the Major Stockholders' Voting Trust Agreement
dated as of June 2, 1990 (the "Agreement") among the undersigned and certain
other stockholders of Xxxxxxxx Soup Company (the "Company"), the undersigned, as
Representatives under the Agreement, hereby agree that the Agreement shall be
amended to provide that Xxxxx X. Xxxxxx ("Xxx. Xxxxxx") shall have the right to
withdraw from such Voting Trust shares of the Company in which she has an
interest.
Section 9(d) of the Agreement is amended to provide that upon
withdrawal, the Trustees shall not be obligated to deliver certificates for the
withdrawn Shares until such time as the withdrawing Stockholder has paid to the
Trustees his or her proportionate share of the expenses of the Trust which have
accrued through the date of withdrawal as set out in Section 15 including any
expenses which may have been paid by advances from other Stockholders, and all
expenses relating to such withdrawal, which shall be paid by the withdrawing
Stockholder. Upon such withdrawal and payment of such expenses, the withdrawing
Stockholder shall have no further rights or obligations under the Agreement.
Dated: April 3, 1991
/s/ XXXXXXXX X. XXXXXXXX
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Xxxxxxxx X. Xxxxxxxx
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Hope H. van Beuren
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Xxxxx X. Xxxxxx
EXHIBIT H
MAJOR STOCKHOLDERS' VOTING TRUST
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Amendment to Voting
Trust Agreement
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Pursuant to Section 17 of the Major Stockholders' Voting Trust Agreement
dated as of June 2, 1990 (the "Agreement") among the undersigned and certain
other stockholders of Xxxxxxxx Soup Company (the "Company"), the undersigned, as
Representatives under the Agreement, hereby agree that the Agreement shall be
amended to provide that Xxxxx X. Xxxxxx ("Xxx. Xxxxxx") shall have the right to
withdraw from such Voting Trust shares of the Company in which she has an
interest.
Section 9(d) of the Agreement is amended to provide that upon
withdrawal, the Trustees shall not be obligated to deliver certificates for the
withdrawn Shares until such time as the withdrawing Stockholder has paid to the
Trustees his or her proportionate share of the expenses of the Trust which have
accrued through the date of withdrawal as set out in Section 15 including any
expenses which may have been paid by advances from other Stockholders, and all
expenses relating to such withdrawal, which shall be paid by the withdrawing
Stockholder. Upon such withdrawal and payment of such expenses, the withdrawing
Stockholder shall have no further rights or obligations under the Agreement.
Dated: April 3, 1991
/s/ XXXXXXXX X. XXXXXXXX
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Xxxxxxxx X. Xxxxxxxx
