EXHIBIT (d)
EXCHANGE AGREEMENT
THIS EXCHANGE AGREEMENT, dated as of December 20, 2004 (this
"Agreement"), is by and among ERI Acquisition Corp., an Oregon corporation (the
"Purchaser"), and each of the parties listed on Exhibit A hereto (each in his,
her or its individual capacity, a "Shareholder," and, collectively, the
"Shareholders").
WITNESSETH:
WHEREAS, contemporaneously with the execution and delivery of this
Agreement, the Purchaser is commencing a cash tender offer (the "Offer") to
purchase all of the outstanding shares of common stock (the "Company Shares") of
Elmer's Restaurants, Inc., an Oregon corporation (the "Company"), not owned by
the Shareholders, at a price of $7.50 per share, and contemplating the prompt
subsequent merger of the Purchaser with and into the Company (the "Merger")
pursuant to a "short form" merger permitted under Oregon Business Corporation
Act Section 60.491;
WHEREAS, as of the date hereof, each Shareholder owns, beneficially and
of record the number of shares of capital stock of the Company set forth beside
such Shareholder's name on Exhibit A (all such Company Shares, together with any
additional Company Shares which may hereafter be acquired by such Shareholder
prior to the termination of this Agreement, whether upon the exercise of options
or by means of purchase, dividend, distribution or otherwise, being referred to
herein as the "Owned Shares");
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements herein contained, and intending to be legally bound
hereby, the Purchaser and each Shareholder hereby agree as follows:
ARTICLE I
COVENANTS OF THE SHAREHOLDERS
Section 1.1 No Inconsistent Arrangements. Except as
contemplated by this Agreement, the Offer and the Merger, no Shareholder shall
during the term (i) transfer (which term shall include, without limitation, any
sale, assignment, gift, pledge, hypothecation or other disposition), or consent
to any transfer of, any or all of the Owned Shares or any interest therein, or
create or permit to exist any Encumbrance (as defined in Section 3.3 hereof) of
such Owned Shares, (ii) enter into any contract, option or other agreement or
understanding with respect to any transfer of any or all of the Owned Shares or
any interest therein, (iii) grant any proxy, power-of-attorney or other
authorization in or with respect to the Owned Shares, (iv) deposit the Owned
Shares into a voting trust or enter into a voting agreement or arrangement with
respect to the Owned Shares, or (v) take any other action that would in any way
restrict, limit or interfere with the performance of its obligations hereunder
or the transactions contemplated hereby.
Section 1.2 Waiver of Dissenters' Rights. Each
Shareholder hereby waives any rights to dissent from the Merger.
Section 1.3 Stop Transfer. No Shareholder shall request
that the Company register the transfer of any certificate or uncertificated
interest representing any of the Owned Shares, unless such transfer is made in
compliance with this Agreement.
Section 1.4 No Tender. No Shareholder shall tender any
of his, her or its Owned Shares in the Offer.
Section 1.5 Indemnity. The representations, warranties
and agreements made by each Shareholder herein shall survive the closing of this
Exchange (as defined in Section 2.1) as anticipated hereby. Each Shareholder
hereby agrees to indemnify and hold harmless the Purchaser from and against any
and all loss, liability, claim, damage and expense (including, without
limitation, attorney's fees and disbursements) suffered or incurred as a result
of a misrepresentation or breach of any warranty or agreement made by such
Shareholder in this Agreement.
Section 1.6 Shareholder Agreement; Other Agreements.
Each Shareholder shall execute and deliver to the Purchaser a Shareholder
Agreement, substantially in the form attached hereto as Exhibit C (the
"Shareholder Agreement"). In addition, each Shareholder agrees to execute and
deliver to the Purchaser all such other agreements, documents, consents and
instruments, in such form or forms satisfactory to Purchaser and its legal
counsel, as the Purchaser deems reasonably necessary or appropriate to effect
the Offer and the Merger.
ARTICLE II
EXCHANGE OF OWNED SHARES
Section 2.1 Exchange. The equity capitalization of the
Purchaser immediately following the Exchange (as defined below) shall be as set
forth on Exhibit B hereto (the "Purchaser Equity Schedule"). Each Shareholder
shall, effective as of the satisfaction or waiver of all conditions to the
exchange such Shareholder's Owned Shares for newly-issued shares of capital
stock of the Purchaser (the "Purchaser Shares") consistent with the Purchaser
Equity Schedule (the "Exchange").
Section 2.2 Certain Warranties. The transfer by the
Shareholders of the Owned Shares to the Purchaser pursuant to this Agreement
shall pass to and unconditionally vest in the Purchaser good and valid title to
the Owned Shares, free and clear of all Encumbrances whatsoever.
Section 2.3 Disclosure. Each Shareholder hereby
authorizes the Purchaser to publish and disclose in the Offer documents
(including all documents and schedules filed with the SEC), such Shareholder's
identity and ownership of the Owned Shares and the nature of its commitments,
arrangements and understandings under this Agreement.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS
By executing this Agreement, each Shareholder makes the following
representations, declarations and warranties to the Purchaser, with the intent
and understanding that the Purchaser will rely thereon:
Section 3.1 Due Authorization; Enforceability. Such
Shareholder has all requisite power and authority to execute, deliver and
perform this Agreement, to appoint the Purchaser as its proxy and to consummate
the transactions contemplated hereby. The execution, delivery and performance of
this Agreement and the consummation of the transactions contemplated hereby have
been duly authorized by all necessary action on the part of such Shareholder.
This Agreement has been duly executed and delivered by or on behalf of such
Shareholder and constitutes a legal, valid and binding obligation of such
Shareholder, enforceable against such Shareholder in accordance with its terms.
Section 3.2 No Conflicts; Required Filings and Consents.
(a) Except as would not impair or delay the
ability of such Shareholder to consummate the transactions contemplated hereby,
the execution and delivery of this Agreement by such Shareholder does not, and
the performance of this Agreement by such Shareholder will not, (i) subject to
the filings referred to in Section 3.2(c), conflict with or violate any law
applicable to such Shareholder or by which such Shareholder or any of such
Shareholder's assets is bound or affected or (ii) result in any breach of or
constitute a default (or an event that with notice or lapse of time or both
would become a default) under, or give to others any rights of termination,
acceleration or cancellation of, or result in the creation of an Encumbrance on
any assets of such Shareholder, including, without limitation, the Owned Shares,
pursuant to any note, bond, mortgage, indenture, contract, agreement, lease,
license, permit, franchise or other instrument or obligation to which such
Shareholder is a party or by which such Shareholder or any of such Shareholder's
assets is bound or affected.
(b) Except as would not impair or delay the
ability of such Shareholder to consummate the transactions contemplated hereby,
the execution and delivery of this Agreement by such
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Shareholder does not, and the performance of this Agreement by such Shareholder
will not, require any consent, approval, authorization or permit of, or filing
with or notification to, any governmental or regulatory authority (other than
any necessary filing under the Securities Exchange Act of 1934, as amended).
Section 3.3 Title to Owned Shares. Except as disclosed
to the Purchaser in writing by such Shareholder, such Shareholder is the sole
record and beneficial owner of the Owned Shares, free and clear of any pledge,
lien, security interest, mortgage, charge, claim, equity, option, proxy, voting
restriction, voting trust or agreement, understanding, arrangement, right of
first refusal, limitation on disposition, adverse claim of ownership or use or
encumbrance of any kind (collectively, "Encumbrances"), except for Encumbrances
or proxies arising pursuant to this Agreement. As of the date hereof, the Owned
Shares listed on Exhibit A beside such Shareholder's name under the caption
"Shares Beneficially Owned" are the only Company Shares, together with any
additional Company Shares which may hereafter be acquired by such Shareholder
prior to the termination of this Agreement, whether upon the exercise of options
or by means of purchase, dividend, distribution or otherwise, owned of record or
beneficially by such Shareholder.
Section 3.4 No Finder's Fees. No broker, investment
banker, financial advisor or other person is entitled to any broker's, finder's,
financial advisor's or other similar fee or commission in connection with the
transactions contemplated hereby based upon arrangements made by or on behalf of
such Shareholder. Such Shareholder, on behalf of itself and its affiliates,
hereby acknowledges that it is not entitled to receive any broker's, finder's,
financial advisor's or other similar fee or commission in connection with the
transactions contemplated hereby. Such Shareholder agrees and acknowledges that
the Exchange is being made without an underwriter or placement agent who would
have responsibilities to any of the Shareholders, and accordingly, such
Shareholder agrees and acknowledges such Shareholder's sole responsibility for a
"due diligence" investigation of the Purchaser.
Section 3.5 Investment Intent.
(a) SUCH SHAREHOLDER IS AN "ACCREDITED INVESTOR"
AS THAT TERM IS DEFINED IN REGULATION D OF THE ACT. SUCH SHAREHOLDER UNDERSTANDS
THAT SUCH SHAREHOLDER MUST BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE
PURCHASER SHARES FOR AN INDEFINITE PERIOD. SUCH SHAREHOLDER IS INVESTING IN THE
PURCHASER SHARES FOR SUCH SHAREHOLDER'S OWN ACCOUNT AS PRINCIPAL FOR INVESTMENT
AND NOT WITH A VIEW TOWARD RESALE OR DISTRIBUTION.
(b) The Shareholder has been advised and is
aware that: (i) there is no public market for the Purchaser Shares and it is not
likely that any public market will develop; and (ii) the Purchaser Shares have
not been registered under the Securities Act of 1933, as amended (the
"Securities Act"), or the securities laws of any state or other jurisdiction
and, therefore, cannot be sold except in compliance with such laws. Such
Shareholder agrees not to sell or otherwise dispose of the Purchaser Shares
acquired by such Shareholder unless the Purchaser Shares are subsequently
registered under the Securities Act and such state securities laws as are
applicable or unless there are available exemptions from such registration that
are supported by an opinion of counsel for such Shareholder, which opinion is
satisfactory in form and substance to the Company. Such Shareholder has no
present arrangement, understanding or agreement for transferring or disposing of
any or all shares of the Purchaser. Such Shareholder agrees that a legend to the
foregoing effect may be placed upon any and all certificates representing shares
of the Purchaser.
(c) Shareholder hereby agrees to cooperate with
the Purchaser in all of its efforts to comply with any applicable federal, state
or local statutes and regulations.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser hereby represents and warrants to each Shareholder as
follows:
Section 4.1 Due Organization; Authorization;
Enforceability. The Purchaser is duly organized, validly existing and in good
standing under the laws of the State of Oregon. The Purchaser has all requisite
corporate power and authority to execute and deliver this Agreement and to
consummate the transactions
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contemplated hereby. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby by the Purchaser have been
duly authorized by all necessary corporate action on the part of the Purchaser.
This Agreement has been duly executed and delivered by the Purchaser and
constitutes a legal, valid and binding obligation of the Purchaser, enforceable
against the Purchaser in accordance with its terms.
Section 4.2 Investment Intent. The Purchaser will be
acquiring the Owned Shares pursuant to the Exchange for its own account and not
with a view to distribution or resale in any manner which would be in violation
of the Securities Act.
ARTICLE V
MISCELLANEOUS
Section 5.1 Termination. This Agreement shall terminate
and be of no further force and effect: (i) upon the written mutual consent of
the parties hereto; (ii) automatically and without any required action of the
parties hereto upon the withdrawal of the Offer; (iii) if at least a majority of
the outstanding Company Shares, excluding the Owned Shares of Shareholders and
Company Shares owned by any executive officers of the Company not listed on
Exhibit A, fail to be tendered in the Offer; and (iv) if the Purchaser fails to
acquire a sufficient number of Company Shares, such that, after Company Shares
are purchased pursuant to the Offer, the Purchaser would own at least 90% of the
outstanding Company Shares. No such termination of this Agreement shall relieve
any party hereto from any liability for any breach of this Agreement prior to
termination.
Section 5.2 Further Assurance. From time to time, at
another party's request and without additional consideration, each party hereto
shall execute and deliver such additional documents and take all such further
action as may be necessary or desirable to consummate and make effective, in the
most expeditious manner practicable, the transactions contemplated by this
Agreement.
Section 5.3 Specific Performance. Each Shareholder
acknowledges that if such Shareholder fails to perform any of its obligations
under this Agreement, immediate and irreparable harm or injury would be caused
to the Purchaser for which money damages would not be an adequate remedy. In
such event, each Shareholder agrees that the Purchaser shall have the right, in
addition to any other rights that it may have, to specific performance of this
Agreement. Accordingly, if the Purchaser should institute an action or
proceeding seeking specific enforcement of the provisions hereof, each
Shareholder hereby waives the claim or defense that the Purchaser has an
adequate remedy at law and hereby agrees not to assert in any such action or
proceeding the claim or defense that such a remedy at law exists. Each
Shareholder further agrees to waive any requirements for the securing or posting
of any bond in connection with obtaining any such equitable relief.
Section 5.4 Notice. All notices, requests, claims
demands and other communications under this Agreement shall be in writing and
shall be deemed given if delivered personally or sent by overnight courier
(providing proof of delivery) to the parties at the following addresses (or at
such other address for a party as shall be specified by like notice):
(a) If to the Purchaser:
ERI Acquisition Corp.
c/o Xxxx Xxxxxx Xxxxxx Lubersky LLP
000 XX Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxx, XX 00000-0000
Attn: Xxxxxxx X. Xxxxxxxxx Esq.
(b) If to a Shareholder:
To the appropriate address shown on Exhibit A.
Section 5.5 Headings. 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.
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Section 5.6 Severability. If any term or other provision
of this Agreement is invalid, illegal or incapable of being enforced by any rule
of law or public policy, all other conditions and provisions of this Agreement
shall nevertheless remain in full force and effect so long as the economic or
legal substance of the transactions contemplated hereby is not affected in any
manner adverse to any party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto
shall negotiate in good faith to modify this Agreement so as to effect the
original intent of the parties as closely as possible in an acceptable manner to
the end that transactions contemplated hereby are fulfilled to the maximum
extent possible.
Section 5.7 Entire Agreement; No Third-Party
Beneficiaries. This Agreement constitutes the entire agreement among the parties
hereto and supersedes all other prior agreements and understandings, both
written and oral, among the parties with respect to the subject matter of this
Agreement, and this Agreement is not intended to confer upon any person, other
than the parties hereto, any rights or remedies.
Section 5.8 Assignment. Neither this Agreement nor any
of the rights, interests or obligations under this Agreement may be assigned or
delegated, in whole or in part by any of the parties, other than by operation of
law; provided, however, that the Purchaser may assign, in its sole discretion,
its rights and obligations hereunder to any direct or indirect wholly-owned
subsidiary of the Purchaser, but no such assignment shall relieve the Purchaser
of its obligations hereunder if such assignee does not perform such obligations.
Each Shareholder agrees that this Agreement and such Shareholder's obligations
hereunder shall attach to the Owned Shares and shall be binding upon any person
or entity to which legal or beneficial ownership of the Owned Shares shall pass
by operation of law.
Section 5.9 Governing Law. This Agreement shall be
governed by, and construed in accordance with, the laws of the State of Oregon,
regardless of the laws that might otherwise govern under applicable principles
of conflicts of laws thereof. Each of the parties hereto (a) hereby irrevocably
and unconditionally consents to submit to the personal jurisdiction of the
courts of the State of Oregon and of the United States of America located in the
State of Oregon in the event any dispute arises out of this Agreement or any of
the transactions contemplated by this Agreement, (b) shall not object to or
attempt to deny or defeat such personal jurisdiction by motion or other request
for leave from any such court, and (c) shall not bring any action relating to
this Agreement or any of the transactions contemplated by this Agreement in any
other court.
Section 5.10 WAIVER OF JURY TRIAL. EACH OF THE PARTIES
HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.
Section 5.11 Amendment. This Agreement may not be amended
except by an instrument in writing signed by the parties hereto.
Section 5.12 Waiver. Any party hereto may (a) extend the
time for the performance of any of the obligations or other acts of the other
parties hereto, (b) waive any inaccuracies in the representations and warranties
of the other parties hereto contained herein or in any document delivered
pursuant hereto and (c) waive compliance by the other parties hereto with any of
their agreements or conditions contained herein. Any agreement on the part of a
party hereto to any such extension or waiver shall be valid only as against such
party and only if set forth in an instrument in writing signed by such party.
The failure of any party hereto to assert any of its rights under this Agreement
or otherwise shall not constitute a waiver of those rights.
Section 5.13 Counterparts. This Agreement may be executed
in one or more counterparts, all of which shall be considered one and the same
instrument and shall become effective when one or more counterparts have been
signed by each of the parties and delivered to the other parties.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties have executed this Exchange Agreement
as of the date first above written.
PURCHASER
ERI ACQUISITION CORP.
By: /s/ XXXXX X. XXXXX
----------------------------------------
Name: Xxxxx X. Xxxxx
Title: President
[Additional Signatures Follow]
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SHAREHOLDERS
/s/ XXXXX X. XXXXX
------------------------------------------
Xxxxx X. Xxxxx
/s/ XXXXX XXXXX-XXXXXX
------------------------------------------
Xxxxx Xxxxx-Xxxxxx
/s/ XXXXX X. XXXXXX
------------------------------------------
Xxxxx X. Xxxxxx
/s/ XXXXXXX X. XXXXXXX
------------------------------------------
Xxxxxxx X. Xxxxxxx
/s/ XXXXXX X. XXXXXX
------------------------------------------
Xxxxxx X. Xxxxxx
/s/ XXXXX X. XXXXXX
------------------------------------------
Xxxxx X. Xxxxxx
/s/ XXXXXXXXX X. XXXXXX
------------------------------------------
Xxxxxxxxx X. Xxxxxx
/s/ XXXXXXX X. XXXXXX, XX.
------------------------------------------
Xxxxxxx X. Xxxxxx, Xx.
/s/ XXXXXXX X. XXXXXXX-XXX
------------------------------------------
Xxxxxxx X. Xxxxxxx-Xxx
/s/ XXXXXXX X. XXX
------------------------------------------
Xxxxxxx X. Xxx
/s/ XXXXX X. XXXX
------------------------------------------
Xxxxx X. Xxxx
/s/ XXXXXX X. XXXXXXXX
------------------------------------------
Xxxxxx X. Xxxxxxxx
/s/ XXXXXX X. XXXXX
------------------------------------------
Xxxxxx X. Xxxxx
/s/ XXXXXXX X. SERVICE
------------------------------------------
Xxxxxxx X. Service
/s/ XXXXXX X. XXXXXXX
------------------------------------------
Xxxxxx X. Xxxxxxx
/s/ XXXX X. WEEKS
------------------------------------------
Xxxx X. Weeks
7
/s/ XXXXXXX X. XXXXX
------------------------------------------
Xxxx X. Xxxxx
/s/ XXXXXXX X. XXXXXXXX
------------------------------------------
Xxxxxxx X. Xxxxxxxx
/s/ XXXXX X. XXXXXXX
------------------------------------------
Xxxxx X. Xxxxxxx
/s/ XXXXXX X. XXXXXXX
------------------------------------------
Xxxxxx X. Xxxxxxx
/s/ XXXXX X. XXXXXXX
------------------------------------------
Xxxxx X. Xxxxxxx
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EXHIBIT A
LIST OF OWNED SHARES
Name and Address of
Continuing Shareholder Shares Beneficially Owned
----------------------------------------- -------------------------
Xxxxx Xxxxx-Xxxxxx 84,847
000 Xxx Xxxxxx Xxxx,
Xxxxxxxxxx, Xxxxxxx 00000
Xxxxx X. Xxxxxx 91,062
000 Xxxxxx Xxxxx,
Xxxxxxxxxxxxx, Xxxxxxxx 00000
Xxxxxxx X. Xxxxxxx 84,278
00000 Xxxxxx Xxxx Xxxxx Xxxx,
Xxxxxx Xxxx, Xxxxxxxxxx 00000
Xxxxx X. Xxxxxx 78,423
c/o Franklin Holdings, LLC,
0000 Xxxxxxxx Xxxxxxxxx,
Xxxxxx, Xxxxxx 00000
Xxxxxxxxx X. Xxxxxx 39,212
c/o Franklin Holdings, LLC,
0000 Xxxxxxxx Xxxxxxxxx,
Xxxxxx, Xxxxxx 00000
Xxxxxx X. Xxxxxx 55,688
c/o Elmer's Restaurant, Inc.,
00000 X.X. Xxxxx Xxxxxx,
Xxxxxxxx, Xxxxxx 00000
Xxxxx X. Xxxxx 145,603
c/o Elmer's Restaurant, Inc.,
00000 X.X. Xxxxx Xxxxxx,
Xxxxxxxx, Xxxxxx 00000
Xxxxxxx X. Xxxxxx 101,323
c/o Elmer's Restaurant, Inc.,
00000 X.X. Xxxxx Xxxxxx,
Xxxxxxxx, Xxxxxx 00000
Xxxxxxx X. Xxx 16,595
c/o Franklin Holdings, LLC,
0000 Xxxxxxxx Xxxxxxxxx,
Xxxxxx, Xxxxxx 00000
Xxxxx X. Xxxxxxx-Xxx 16,594
c/o Franklin Holdings, LLC,
0000 Xxxxxxxx Xxxxxxxxx,
Xxxxxx, Xxxxxx 00000
Xxxxx X. Xxxx 89,062
0000 Xxxxxx Xxxxx,
Xxxx Xxxxxx, Xxxxxx 00000
Xxxxxx X. Xxxxxxxx 84,847
0000 Xxxxxx Xx.,
Xxxxxx, Xxxxxx 00000
Xxxxxx X. Xxxxx 40,804
c/o Elmer's Restaurant, Inc.,
00000 X.X. Xxxxx Xxxxxx,
Xxxxxxxx, Xxxxxx 00000
Xxxxxxx X. Service 148,992
c/o Elmer's Restaurant, Inc.,
00000 X.X. Xxxxx Xxxxxx,
Xxxxxxxx, Xxxxxx 00000
Xxxxxx X. Xxxxxxx 2,000
c/o Elmer's Restaurant, Inc.,
00000 X.X. Xxxxx Xxxxxx,
Xxxxxxxx, Xxxxxx 00000
Xxxx X. Weeks 108,421
00000 Xxxxxxxxx Xxxx,
Xxxxxx Xxxx, Xxxxxxxxxx 00000
Xxxxxxx X. Xxxxx 5,000
0 Xxxx Xxxx,
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Xxxxxxx X. Xxxxxxxx 34,092
c/o Elmer's Restaurant, Inc.,
00000 X.X. Xxxxx Xxxxxx,
Xxxxxxxx, Xxxxxx 00000
Xxxxx X. Xxxxxxx 39,212
c/o Franklin Holdings, LLC,
0000 Xxxxxxxx Xxxxxxxxx,
Xxxxxx, Xxxxxx 00000
Xxxxxx X. Xxxxxxx 55,687
c/o Elmer's Restaurant, Inc.,
00000 X.X. Xxxxx Xxxxxx,
Xxxxxxxx, Xxxxxx 00000
Xxxxx X. Xxxxxxx 15,685
c/o Franklin Holdings, LLC,
0000 Xxxxxxxx Xxxxxxxxx,
Xxxxxx, Xxxxxx 00000
EXHIBIT B
PURCHASER EQUITY SCHEDULE
NAME OF SHAREHOLDER NUMBER OF SHARES NUMBER OF VESTED OPTIONS
--------------------- ------------------ --------------------------
Xxxxx Xxxxx-Xxxxxx 84,847 --
Xxxxx X. Xxxxxx 91,062 --
Xxxxxxx X. Xxxxxxx 84,278 --
Xxxxx X. Xxxxxx 78,423 --
Xxxxxxxxx X. Xxxxxx 39,212 --
Xxxxxx X. Xxxxxx 39,212 16,476
Xxxxx X. Xxxxx 66,774 78,829
Xxxxxxx X. Xxxxxx 84,847 16,476
Xxxxxxx X. Xxx 16,595 --
Xxxxx X. Xxxxxxx-Xxx 16,595 --
Xxxxx X. Xxxx 89,062 --
Xxxxxx X. Xxxxxxxx 84,847 --
Xxxxxx X. Xxxxx 15,683 25,121
Xxxxxxx X. Service 69,763 79,229
Xxxxxx X. Xxxxxxx -- 2,000
Xxxx X. Weeks 108,421 --
Xxxxxxx X. Xxxxx 5,000 --
Xxxxxxx X. Xxxxxxxx 17,616 16,476
Xxxxx X. Xxxxxxx 39,212 --
Xxxxxx X. Xxxxxxx 39,212 16,476
Xxxxx X. Xxxxxxx 15,685 --
