Exhibit 99.1
Amended and Restated Registration Rights Agreement,
dated as of May 31, 1996, by and between
Provident Companies, Inc. and Zurich Insurance Company
PROVIDENT COMPANIES, INC.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of May 31,
1996, between Zurich Insurance Company, a Swiss corporation ("Zurich" and,
together with any purchaser of Common Stock (as defined below) pursuant to the
Stock Purchase Agreement (as defined below) collectively, the "Investor"), and
Provident Companies, Inc., a Delaware corporation (the "Company").
R E C I T A L S
WHEREAS, on May 31, 1996 the parties hereto signed the original
Registration Rights Agreement and such parties desire to amend and restate such
Agreement as of such date; and
WHEREAS, the Investor has, pursuant to the terms of an Amended and
Restated Common Stock Purchase Agreement, entered into as of November 27, 1996
and dated as of May 31, 1996, by and among the Company and the Investor (as the
same may be amended or supplemented from time to time, the "Stock Purchase
Agreement"), agreed to purchase shares of Common Stock, par value $1.00 per
share, of the Company (the "Common Stock"); and
WHEREAS, the Company has agreed, as a condition precedent to the
Investor's obligations under the Stock Purchase Agreement, to grant the Investor
certain registration rights; and
WHEREAS, the Company and the Investor desire to define the registration
rights of the Investor on the terms and subject to the conditions herein set
forth.
NOW, THEREFORE, in consideration of the foregoing premises and for other
good and valuable consideration, the parties hereby agree as follows:
1. DEFINITIONS
As used in this Agreement, the following terms have the respective
meanings set forth below:
Commission: shall mean the Securities and Exchange Commission or any
other federal agency at the time administering the Securities Act;
Exchange Act: shall mean the Securities Exchange Act of 1934, as
amended;
Existing Holder: shall mean Textron, Inc. or any member of the Family
Group, and shall include any transferees thereof who are entitled to
registration rights from the Company pursuant to agreements between the Company
and Textron, Inc. or the Company and the members of the Family Group.
Family Group: shall mean the stockholders of the Company set forth on
Exhibit A hereto.
Holder: shall mean any holder of Registrable Securities;
-2-
Initiating Holder: shall mean any Holder or Holders who in the aggregate
are Holders of more than 10% of the then outstanding Registrable Securities;
Person: shall mean an individual, partnership, joint-stock company,
corporation, trust or unincorporated organization, and a government or agency
or political subdivision thereof;
Register, registered and registration: shall mean a registration
effected by preparing and filing a registration statement in compliance with the
Securities Act (and any post-effective amendments filed or required to be filed)
and the declaration or ordering of effectiveness of such registration statement;
Registrable Securities: shall mean (A) the shares of Common Stock issued
under the Stock Purchase Agreement, (B) any additional shares of Common Stock
acquired by the Investor and (C) any stock of the Company issued as a dividend
or other distribution with respect to, or in exchange for or in replacement of,
the shares of Common Stock referred to in clause (A) or (B); provided, that
Registrable Securities shall not include (i) securities with respect to which a
registration statement with respect to the sale of such securities has become
effective under the Securities Act and all such securities have been disposed
of in accordance with such registration statement, or (ii) such securities as
are actually sold pursuant to Rule 144 (or any successor provision thereto)
under the Securities Act;
Registration Expenses: shall mean all expenses incurred by the Company
in compliance with Sections 2(a), (b) and (c) hereof, including, without
limitation, all registration and filing fees, printing expenses, fees and
disbursements of counsel for the Company, fees and expenses of one counsel for
all the Holders, blue sky fees and expenses and the expense of any special
audits incident to or required by any such registration (but excluding the
compensation of regular employees of the Company, which shall be paid in any
event by the Company);
Security, Securities: shall have the meaning set forth in Section 2(1)
of the Securities Act;
Securities Act: shall mean the Securities Act of 1933, as amended; and
Selling Expenses: shall mean all underwriting discounts and selling
commissions applicable to the sale of Registrable Securities and all fees and
disbursements of counsel for each of the Holders other than fees and expenses
of one counsel for all the Holders.
2. REGISTRATION RIGHTS
(a) Requested Registration.
(i) Request for Registration. If the Company shall receive from an
Initiating Holder, at any time, a written request that the Company effect any
registration with respect to all or a part of the Registrable Securities, the
Company will:
-3-
(A) promptly give written notice of the proposed registration,
qualification or compliance to all other Holders; and
(B) as soon as practicable, use its reasonable best efforts to effect
such registration (including, without limitation, the execution of an
undertaking to file post-effective amendments, appropriate qualification under
applicable blue sky or other state securities laws and appropriate compliance
with applicable regulations issued under the Securities Act) as may be so
requested and as would permit or facilitate the sale and distribution of all or
such portion of such Registrable Securities as are specified in such request,
together with all or such portion of the Registrable Securities of any Holder or
Holders joining in such request as are specified in a written request received
by the Company within 10 business days after written notice from the Company is
given under Section 2(a)(i)(A) above; provided that the Company shall not be
obligated to effect, or take any action to effect, any such registration
pursuant to this Section 2(a):
(u) Solely with respect to underwritten registrations requested pursuant
to this Agreement, if the Company shall have previously effected an underwritten
registration with respect to Registrable Securities pursuant to Section 2(b)
hereof, the Company shall not be required to effect any underwritten
registration pursuant to this Section 2(a) until a period of 180 days shall have
elapsed from the effective date of the most recent such previous registration;
provided that if, in the most recent such previous registration, participation
pursuant to Section 2(b) hereof shall not have been to the extent requested
pursuant to Section 2(b) hereof, then the Company shall not be required to
effect any underwritten registration pursuant to this Section 2 (a) until a
period of 90 days shall have elapsed from the effective date of the most recent
such previous registration;
(v) If, upon receipt of a registration request pursuant to this Section
2(a), the Company is advised in writing (with a copy to the Initiating Holder)
by a recognized national independent investment banking firm selected by the
Company that, in such firm's opinion, a registration at the time and on the
terms requested would adversely affect any public offering of securities of the
Company by the Company (other than in connection with benefit and similar
plans) or by or on behalf of any shareholder of the Company exercising a demand
registration right (collectively, a "Company Offering") with respect to which
the Company has commenced preparations for a registration prior to the receipt
of a registration request pursuant to this Section 2(a), the Company shall not
be required to effect a registration pursuant to this Section 2(a) until the
earlier of (i) 30 days after the completion of such Company Offering, (ii)
promptly after any abandonment of such Company Offering or (iii) 60 days after
the date of receipt of a registration request pursuant to this Section 2(a);
provided, however, that the periods during which the Company shall not be
required to effect a registration pursuant to this Section 2(a) together with
any periods of suspension under Section 2(i) hereof may not exceed 90 days in
the aggregate during any period of 12 consecutive months;
(w) If the Registrable Securities requested by all Holders to be
registered pursuant to such request are included in, and eligible for sale
under, the Shelf Registration (as defined below);
-4-
(x) In any particular jurisdiction in which the Company would be
required to execute a general consent to service of process in effecting such
registration, qualification or compliance, unless the Company is already subject
to service in such jurisdiction and except as may be required by the Securities
Act or applicable rules or regulations thereunder;
(y) After the Company has effected three (3) such registrations pursuant
to this Section 2(a) (in the aggregate for all Holders) and such registrations
have been declared or ordered effective and the sales of such Registrable
Securities shall have closed; provided, that Holders shall not have the right to
request an underwritten registration pursuant to this Section 2(a) more than one
(1) time in any six-month period; or
(z) If the Registrable Securities requested by all Holders to be
registered pursuant to such request do not have an anticipated aggregate public
offering price (before any underwriting discounts and commissions) of not less
than $10,000,000.
The registration statement filed pursuant to the request of the
Initiating Holders may, subject to the provisions of Section 2(a)(ii) below,
include other Securities of the Company which are held by Persons who, by virtue
of agreements with the Company, are entitled to include their Securities in any
such registration ("Other Stockholders").
(ii) Underwriting. If the Initiating Holders intend to distribute the
Registrable Securities covered by their request by means of an underwriting,
they shall so advise the Company as a part of their request made pursuant to
Section 2(a). If Other Stockholders request inclusion in any such registration,
the Holders shall offer to include the securities of such Other Stockholders in
the underwriting and may condition such offer on their acceptance of the
further applicable provisions of this Section 2. The Holders whose shares are
to be included in such registration and the Company shall (together with all
Other Stockholders proposing to distribute their securities through such
underwriting) enter into underwriting and related agreements in customary form
with the representative of the underwriter or underwriters selected for such
underwriting by the Initiating Holders and reasonably acceptable to the
Company. Such underwriting agreement will contain such representations and
warranties by the Company and such other terms and provisions as are
customarily contained in underwriting agreements with respect to secondary
distributions, including, without limitation, indemnities and contribution to
the effect and to the extent provided in Section 2(f) hereof and the provision
of opinions of counsel and accountants' letters to the effect and to the extent
provided in Section 2(e) hereof, and the representations and warranties by, and
the other agreements on the part of, the Company to and for the benefit of such
underwriters shall also be made to and for the benefit of the Holders. The
Company shall cooperate fully with the Holders and the underwriters in
connection with any underwritten offering. Notwithstanding any other provision
of this Section 2(a), if the representative advises the Holders in writing that
marketing factors require a limitation on the number of shares to be
underwritten, the securities of the Company held by Other Stockholders shall be
excluded from such registration to the extent so required by such limitation.
If, after the exclusion of such shares, further reductions are still required,
the number of shares included in the registration by each Holder shall be
reduced on a pro rata basis (based on the number of shares held by such
-5-
Holder), by such minimum number of shares as is necessary to comply with such
request. No Registrable Securities or any other securities excluded from the
underwriting by reason of the underwriter's marketing limitation shall be
included in such registration. If any Other Stockholder who has requested
inclusion in such registration as provided above disapproves of the terms of
the underwriting, such person may elect to withdraw therefrom by written notice
to the Company, the underwriter and the Initiating Holders. The securities so
withdrawn shall also be withdrawn from registration. If the underwriter has not
limited the number of Registrable Securities or other securities to be
underwritten, the Company and officers and directors of the Company may include
its or their securities for its or their own account in such registration if
the representative so agrees and if the number of Registrable Securities and
other securities which would otherwise have been included in such registration
and underwriting will not thereby be limited.
(b) Company Registration.
(i) If the Company shall determine to register any of its equity
securities either for its own account or for the account of Other Stockholders,
other than a registration relating solely to benefit plans, or a registration
relating solely to a Commission Rule 145 transaction, or a registration on any
registration form which does not permit secondary sales or does not include
substantially the same information as would be required to be included in a
registration statement covering the sale of Registrable Securities, the Company
will:
(A) promptly give to each of the Holders a written notice thereof (which
shall include a list of the jurisdictions in which the Company intends to
attempt to qualify such securities under the applicable blue sky or other state
securities laws); and
(B) include in such registration (and any related qualification under
blue sky laws or other compliance), and in any underwriting involved therein,
all the Registrable Securities specified in a written request or requests, made
by the Holders within ten (10) business days after the giving of the written
notice from the Company described in clause (i) above, except as set forth in
Section 2(b)(ii) below. Such written request shall specify the amount of
Registrable Securities intended to be disposed of by a Holder and may specify
all or a part of the Holders' Registrable Securities.
Notwithstanding the foregoing, if, at any time after giving such written
notice of its intention to effect such registration and prior to the effective
date of the registration statement filed in connection with such registration,
the Company shall determine for any reason not to register such equity
securities the Company may, at its election, give written notice of such
determination to the Holders and thereupon the Company shall be relieved of its
obligation to register such Registrable Securities in connection with the
registration of such equity securities (but not from its obligation to pay
Registration Expenses to the extent incurred in connection therewith as
provided herein), without prejudice, however, to the rights (if any) of Holders
immediately to request that such registration be effected as a registration
under Section 2(a) hereof.
-6-
(ii) Underwriting. If the registration of which the Company gives notice
is for a registered public offering involving an underwriting, the Company shall
so advise each of the Holders as a part of the written notice given pursuant to
Section 2(b)(i)(A). In such event, the right of each of the Holders to
registration pursuant to this Section 2(b) shall be conditioned upon such
Holders' participation in such underwriting and the inclusion of such Holders'
Registrable Securities in the underwriting to the extent provided herein. The
Holders whose shares are to be included in such registration shall (together
with the Company and the Other Stockholders distributing their securities
through such underwriting) enter into an underwriting agreement in customary
form with the representative of the underwriter or underwriters selected for the
underwriting by the Company or such Other Stockholders, as the case may be. Such
underwriting agreement will contain such representations and warranties by the
Company and such other terms and provisions as are customarily contained in
underwriting agreements with respect to secondary distributions, including,
without limitation, indemnities and contribution to the effect and to the extent
provided in Section 2(f) hereof and the provision of opinions of counsel and
accountants' letters to the effect and to the extent provided in Section 2(e),
and the representations and warranties by, and the other agreements on the part
of, the Company to and for the benefit of such underwriters shall also be made
to and for the benefit of the Holders whose shares are to be included in such
registration. Notwithstanding any other provision of this Section 2(b), if the
representative determines that marketing factors require a limitation on the
number of shares to be underwritten, the Company shall so advise all holders of
securities requesting registration, and the number of shares of securities that
are entitled to be included in the registration and underwriting shall be
allocated in the following manner: The securities of the Company held by
officers, directors and Other Stockholders of the Company (other than securities
held by Existing Holders or holders who by contractual right demanded such
registration ("Demanding Holders")) shall be excluded from such registration and
underwriting to the extent required by such limitation, and, if a limitation on
the number of shares is still required, the number of shares that may be
included in the registration and underwriting by each of the Holders, Existing
Holders which are not Demanding Holders with respect to such registration and
Demanding Holders with respect to such registration which are not Existing
Holders shall be reduced, on a pro rata basis (based on the number of shares
held by such holder), by such minimum number of shares as is necessary to comply
with such limitation; provided, however, that in the event that an Existing
Holder is a Demanding Holder with respect to such registration, the number of
shares of Registrable Securities proposed to be included in any such
registration by each Holder shall be reduced on a pro rata basis (based on the
number of shares held by such holder) prior to any reduction in the number of
shares to be included in such registration by such Demanding Holder. If any of
the Holders or any officer, director or Other Stockholder disapproves of the
terms of any such underwriting, he may elect to withdraw therefrom by written
notice to the Company and the underwriter. Any Registrable Securities or other
securities excluded or withdrawn from such underwriting shall be withdrawn from
such registration.
(c) Shelf Registration. (i) On or before the earlier of December 15,
1996 or ten business days following the effectiveness of the Company's
Registration Statement on Form S-4 containing the Joint Proxy
Statement/Prospectus to be circulated in connection with the Merger (as defined
in the Stock Purchase Agreement), the Company shall file a "shelf" registration
-7-
statement pursuant to Rule 415 under the Securities Act (the "Shelf
Registration") with respect to the Registrable Securities to be issued under the
Stock Purchase Agreement. The Company shall (A) use its reasonable best efforts
to have the Shelf Registration declared effective on or before the Closing Date
(as defined in the Stock Purchase Agreement) or as soon thereafter as
practicable and (B) subject to Section 2(i) hereof, use its reasonable best
efforts to keep the Shelf Registration continuously effective from the date such
Shelf Registration is declared effective until the date of termination of this
Agreement pursuant to Section 2(j) hereof in order to permit the prospectus
forming a part thereof to be usable by Holders during such period. Except as set
forth in Section 2(c)(iii) below, the Shelf Registration may not include other
securities of the Company which are held by Other Stockholders.
(ii) Subject to Section 2(i) hereof, the Company shall supplement or
amend the Shelf Registration, (A) as required by the registration form utilized
by the Company or by the instructions applicable to such registration form or by
the Securities Act or the rules and regulations promulgated thereunder, (B) to
include in such Shelf Registration any additional securities that become
Registrable Securities by operation of the definition thereof and (C) following
the written request of an Initiating Holder pursuant to Section 2(c)(iii) below,
to cover offers and sales of all or a part of the Registrable Securities by
means of an underwriting including the incorporation of any information required
pursuant to Section 2(e)(x) below. The Company shall furnish to the Holders of
the Registrable Securities to which the Shelf Registration relates copies of any
such supplement or amendment sufficiently in advance (but in no event less than
five business days in advance) of its use and/or filing with the Commission to
allow the Holders a meaningful opportunity to comment thereon.
(iii) The Holders may, at their election and upon written notice by an
Initiating Holder to the Company, subject to the limitations set forth in
clauses (u), (v), (x), (y) and (z) of Section 2(a)(i)(B) hereof, effect offers
and sales under the Shelf Registration by means of one or more underwritten
offerings, in which case the provisions of Section 2(a)(ii) above shall apply
to any such underwritten distribution of securities under the Shelf
Registration and such underwriting shall, if sales of Registrable Securities
pursuant thereto shall have closed, be regarded as the exercise of one of the
registration rights contemplated by Section 2(a) hereof. In the event of such
an election, and, without the consent of the Holders of a majority of the then
outstanding Registrable Securities, under no other circumstances, the Shelf
Registration may, subject to Section 2(a)(ii) above, be amended to include
other shares of Common Stock which are held by Other Stockholders.
(d) Expenses of Registration. All Registration Expenses incurred in
connection with any registration, qualification or compliance pursuant to this
Section 2 (including all Registration Expenses incurred in connection with the
Shelf Registration and any supplements or amendments thereto, whether or not it
becomes effective, and whether all, none or some of the Registrable Securities
are sold pursuant to the Shelf Registration) shall be borne by the Company, and
all Selling Expenses shall be borne by the Holders of the securities so
registered pro rata on the basis of the number of their shares so registered;
provided, however, that if, as a result of the withdrawal of a request for
registration by any of the Holders, as applicable, the registration statement
-8-
does not become effective, the Holders and Other Stockholders requesting
registration may elect to bear the Registration Expenses (pro rata on the basis
of the number of their shares so included in the registration request, or on
such other basis as such Holders and Other Stockholders may agree), in which
case such registration shall not be counted as a registration pursuant to
Section 2(a)(i)(B)(y).
(e) Registration Procedures. In the case of each registration effected
by the Company pursuant to this Section 2, the Company will keep the Holders, as
applicable, advised in writing as to the initiation of each registration and as
to the completion thereof. At its expense, the Company will:
(i) other than the Shelf Registration, the obligations in respect of
which are set forth in Section 2(c)(i)(B) above, keep such registration
effective for a period of one hundred eighty (180) days or until the Holders, as
applicable, have completed the distribution described in the registration
statement relating thereto, whichever first occurs;
(ii) furnish to each Holder, and to any underwriter before filing with
the Commission, copies of any registration statement (including all exhibits)
and any prospectus forming a part thereof and any amendments and supplements
thereto (including all documents incorporated or deemed incorporated by
reference therein prior to the effectiveness of such registration statement and
including each preliminary prospectus, any summary prospectus or any term sheet
(as such term is used in Rule 434 under the Securities Act)) and any other
prospectus filed under Rule 424 under the Securities Act, which documents, other
than documents incorporated or deemed incorporated by reference, will be subject
the review of the Holders and any such underwriter for a period of at least five
business days, and the Company shall not file any such registration statement or
such prospectus or any amendment or supplement to such registration statement or
prospectus to which any Holder or any such underwriter shall reasonably object
within five business days after the receipt thereof; a Holder or such
underwriter(s), if any, shall be deemed to have reasonably objected to such
filing only if the registration statement, amendment, prospectus or supplement,
as applicable, as proposed to be filed, contains a material misstatement or
omission;
(iii) furnish to each Holder and to any underwriter, such number of
conformed copies of the applicable registration statement and of each amendment
and supplement thereto (in each case including all exhibits) and such number of
copies of the prospectus forming a part of such registration statement
(including each preliminary prospectus, any summary prospectus or any term
sheet (as such term is used in Rule 434 under the Securities Act)) and any
other prospectus filed under Rule 424 under the Securities Act, in conformity
with the requirements of the Securities Act, and such other documents,
including without limitation documents incorporated or deemed to be
incorporated by reference prior to the effectiveness of such registration, as
each of the Holders or any such underwriter, from time to time may reasonably
request;
(iv) to the extent practicable, promptly prior to the filing of any
document that is to be incorporated by reference into any registration
statement or prospectus forming a part thereof subsequent to the effectiveness
thereof, and in any event no later than the date such document is filed with
-9-
the Commission, provide copies of such document to the Holders, if requested,
and to any underwriter, make representatives of the Company available for
discussion of such document and other customary due diligence matters, and
include such information in such document prior to the filing thereof as any
Holder or any such underwriter reasonably may request;
(v) make available at reasonable times for inspection by the Holders,
any underwriter participating in any disposition pursuant to such registration
and any attorney or accountant retained by the Holders or any such underwriter,
all financial and other records, pertinent corporate documents and properties of
the Company and cause the officers, directors and employees of the Company to
supply all information reasonably requested by the Holders and any such
underwriters, attorneys or accountants in connection with such registration
subsequent to the filing of the applicable registration statement and prior to
the effectiveness of the applicable registration statement;
(vi) use its reasonable best efforts (x) to register or qualify all
Registrable Securities and other securities covered by such registration under
such other securities or blue sky laws of such States of the United States of
America where an exemption is not available and as the sellers of Registrable
Securities covered by such registration shall reasonably request, (y) to keep
such registration or qualification in effect for so long as the applicable
registration statement remains in effect, and (z) to take any other action
which may be reasonably necessary or advisable to enable such sellers to
consummate the disposition in such jurisdictions of the securities to be sold
by such sellers, except that the Company shall not for any such purpose be
required to qualify generally to do business as a foreign corporation in any
jurisdiction where it is not so qualified, or to subject itself to taxation in
any such jurisdiction, or to execute a general consent to service of process in
effecting such registration, qualification or compliance, unless the Company is
already subject to service in such jurisdiction and except as may be required
by the Securities Act or applicable rules or regulations thereunder;
(vii) use its reasonable best efforts to cause all Registrable
Securities covered by such registration statement to be registered with or
approved by such other federal or state governmental agencies or authorities as
may be necessary in the opinion of counsel to the Company and counsel to the
Holders of Registrable Securities to enable the Holders thereof to consummate
the disposition of such Registrable Securities;
(viii) subject to Section 2(i) hereof, promptly notify each Holder of
Registrable Securities covered by a registration statement (A) upon discovery
that, or upon the happening of any event as a result of which, the prospectus
forming a part of such registration statement, as then in effect, includes an
untrue statement of a material fact or omits to state any material fact
required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading, (B)
of the issuance by the Commission of any stop order suspending the
effectiveness of such registration statement or the initiation of proceedings
for that purpose, (C) of any request by the Commission for (1) amendments to
such registration statement or any document incorporated or deemed to be
incorporated by reference in any such registration statement, (2) supplements
to the prospectus forming a part of such registration statement or (3)
-10-
additional information, (D) of the receipt by the Company of any notification
with respect to the suspension of the qualification or exemption from
qualification of any of the Registrable Securities for sale in any jurisdiction
or the initiation of any proceeding for such purpose, and at the request of any
such Holder promptly prepare and furnish to it a reasonable number of copies of
a supplement to or an amendment of such prospectus as may be necessary so that,
as thereafter delivered to the purchasers of such securities, such prospectus
shall not include an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading;
(ix) use its reasonable best efforts to obtain the withdrawal of any
order suspending the effectiveness of any such registration, or the lifting of
any suspension of the qualification (or exemption from qualification) of any of
the Registrable Securities for sale in any jurisdiction;
(x) if requested by any Initiating Holder, or any underwriter, promptly
incorporate in such registration statement or prospectus, pursuant to a
supplement or post-effective amendment if necessary, such information as the
Initiating Holder and any underwriter may reasonably request to have included
therein, including, without limitation, information relating to the "plan of
distribution" of the Registrable Securities, information with respect to the
principal amount or number of shares of Registrable Securities being sold to
such underwriter, the purchase price being paid therefor and any other terms of
the offering of the Registrable Securities to be sold in such offering and make
all required filings of any such prospectus supplement or post-effective
amendment as soon as practicable after the Company is notified of the matters
to be incorporated in such prospectus supplement or post-effective amendment;
(xi) furnish to the Holders, addressed to them, an opinion of counsel
for the Company, dated the date of the closing under the underwriting agreement,
if any, or the date of effectiveness of the registration statement if such
registration is not an underwritten offering, and use its reasonable best
efforts to furnish to the Holders, addressed to them, a "cold comfort" letter
signed by the independent certified public accountants who have certified the
Company's financial statements included in such registration, covering
substantially the same matters with respect to such registration (and the
prospectus included therein) and, in the case of such accountants' letter, with
respect to events subsequent to the date of such financial statements, as are
customarily covered in opinions of issuer's counsel and in accountants' letters
delivered to underwriters in underwritten public offerings of securities and
such other matters as the Holders may reasonably request;
(xii) provide promptly to the Holders upon request any document filed by
the Company with the Commission pursuant to the requirements of Section 13 and
Section 15 of the Exchange Act; and
(xiii) use its reasonable best efforts to cause all Registrable
Securities included in any registration pursuant hereto to be listed on each
securities exchange on which securities of the same class are then listed or, if
not then listed on any securities exchange, to be eligible for trading in any
over-the-counter market or trading system in which securities of the same class
are then traded.
-11-
(f) Indemnification.
(i) The Company will indemnify each of the Holders, as applicable, each
of its officers, directors, members and partners, and each person controlling
each of the Holders, with respect to each registration which has been effected
pursuant to this Section 2, and each underwriter, if any, and each person who
controls any underwriter, against all claims, losses, damages and liabilities
(or actions in respect thereof) arising out of or based on any untrue statement
(or alleged untrue statement) of a material fact contained in any prospectus,
offering circular or other document (including any related registration
statement, notification or the like) incident to any such registration,
qualification or compliance, or based on any omission (or alleged omission) to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, or any violation by the Company of the
Securities Act or the Exchange Act or any rule or regulation thereunder
applicable to the Company and relating to action or inaction required of the
Company in connection with any such registration, qualification or compliance,
and will reimburse each of the Holders, each of its officers, directors, members
and partners, and each person controlling each of the Holders, each such
underwriter and each person who controls any such underwriter, for any legal and
any other expenses reasonably incurred in connection with investigating and
defending any such claim, loss, damage, liability or action, provided that the
Company will not be liable in any such case to the extent that any such claim,
loss, damage, liability or expense arises out of or is based on any untrue
statement or omission based upon written information furnished to the Company by
the Holders or underwriter and stated to be specifically for use therein.
(ii) Each of the Holders will, if Registrable Securities held by it are
included in the securities as to which such registration, qualification or
compliance is being effected, indemnify the Company, each of its directors and
officers and each underwriter, if any, of the Company's securities covered by
such a registration statement, each person who controls the Company or such
underwriter, each Other Stockholder and each of their officers, directors,
members and partners, and each person controlling such Other Stockholder
against all claims, losses, damages and liabilities (or actions in respect
thereof) arising out of or based on any untrue statement (or alleged untrue
statement) of a material fact contained in any such registration statement,
prospectus, offering circular or other document made by such Holder, or any
omission (or alleged omission) to state therein a material fact required to be
stated therein or necessary to make the statements by such Holder therein not
misleading, and will reimburse the Company and such Other Stockholders,
directors, officers, partners, members, persons, underwriters or control
persons for any legal or any other expenses reasonably incurred in connection
with investigating or defending any such claim, loss, damage, liability or
action, in each case to the extent, but only to the extent, that such untrue
statement (or alleged untrue statement) or omission (or alleged omission) is
made in such registration statement, prospectus, offering circular or other
document in reliance upon and in conformity with written information furnished
to the Company by such Holder and stated to be specifically for use therein;
provided, however, that the obligations of each of the Holders hereunder and
under clause (vi) below shall be limited to an amount equal to the net proceeds
to such Holder of securities sold as contemplated herein.
-12-
(iii) Each party entitled to indemnification under this Section 2(f)
(the "Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom; provided that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or any litigation resulting
therefrom, shall be approved by the Indemnified Party (whose approval shall not
unreasonably be withheld) and the Indemnified Party may participate in such
defense at such party's expense (unless the Indemnified Party shall have
reasonably concluded that there may be a conflict of interest between the
Indemnifying Party and the Indemnified Party in such action, in which case the
fees and expenses of one such counsel for all Indemnified Parties shall be at
the expense of the Indemnifying Party), and provided further that the failure of
any Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Section 2 unless the
Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in
the defense of any such claim or litigation shall, except with the consent of
each Indemnified Party (which consent shall not be unreasonably withheld or
delayed), consent to entry of any judgment or enter into any settlement which
does not include as an unconditional term thereof the giving by the claimant or
plaintiff to such Indemnified Party of a release from all liability in respect
to such claim or litigation. Each Indemnified Party shall furnish such
information regarding itself or the claim in question as an Indemnifying Party
may reasonably request in writing and as shall be reasonably required in
connection with the defense of such claim and litigation resulting therefrom.
(iv) If the indemnification provided for in this Section 2(f) is held by
a court of competent jurisdiction to be unavailable to an Indemnified Party with
respect to any loss, liability, claim, damage or expense referred to herein,
then the Indemnifying Party, in lieu of indemnifying such Indemnified Party
hereunder, shall contribute to the amount paid or payable by such Indemnified
Party as a result of such loss, liability, claim, damage or expense in such
proportion as is appropriate to reflect the relative fault of the Indemnifying
Party on the one hand and of the Indemnified Party on the other in connection
with the statements or omissions which resulted in such loss, liability, claim,
damage or expense, as well as any other relevant equitable considerations. The
relative fault of the Indemnifying Party and of the Indemnified Party shall be
determined by reference to, among other things, whether the untrue (or alleged
untrue) statement of a material fact or the omission (or alleged omission) to
state a material fact relates to information supplied by the Indemnifying Party
or by the Indemnified Party and the parties' relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or omission.
(v) Notwithstanding the foregoing, to the extent that the provisions on
indemnification and contribution contained in the underwriting agreement
entered into in connection with any underwritten public offering contemplated
by this Agreement are in conflict with the foregoing provisions, the provisions
in such underwriting agreement shall be controlling.
-13-
(vi) The foregoing indemnity agreement of the Company and Holders is
subject to the condition that, insofar as they relate to any loss, claim,
liability or damage made in a preliminary prospectus but eliminated or remedied
in the amended prospectus on file with the Commission at the time the
registration statement in question becomes effective or the amended prospectus
filed with the Commission pursuant to Commission Rule 424(b) (the "Final
Prospectus"), such indemnity or contribution agreement shall not inure to the
benefit of any underwriter or Holder (but only if such Holder was required to
deliver such Final Prospectus) if a copy of the Final Prospectus was furnished
to the underwriter and was not furnished to the person asserting the loss,
liability, claim or damage at or prior to the time such action is required by
the Securities Act.
(g) Information by the Holders. Each of the Holders holding securities
included in any registration shall furnish to the Company such information
regarding such Holder and the distribution proposed by such Holder as the
Company may reasonably request in writing and as shall be reasonably required
in connection with any registration, qualification or compliance referred to in
this Section 2.
(h) Rule 144 Reporting.
With a view to making available the benefits of certain rules and
regulations of the Commission which may permit the sale of restricted
securities to the public without registration, the Company agrees to:
(i) make and keep public information available as those terms are
understood and defined in Rule 144 under the Securities Act ("Rule 144"), at
all times;
(ii) use its best efforts to file with the Commission in a timely manner
all reports and other documents required of the Company under the Securities
Act and the Exchange Act; and
(iii) so long as the Holder owns any Registrable Securities, furnish to
the Holder upon request, a written statement by the Company as to its compliance
with the reporting requirements of Rule 144, and of the Securities Act and the
Exchange Act, a copy of the most recent annual or quarterly report of the
Company, and such other reports and documents so filed as the Holder may
reasonably request in availing itself of any rule or regulation of the
Commission allowing the Holder to sell any such securities without registration.
(i) Holdback Agreement; Postponement. Notwithstanding the provisions of
Sections 2(a),(b) and (c), if the Board of Directors of the Company determines
in good faith that it is in the best interests of the Company (A) not to
disclose the existence of facts surrounding any proposed or pending
acquisition, disposition, strategic alliance or financing transaction involving
the Company or (B) for any purpose, to suspend the registration rights set
forth herein, the Company may, by notice to the Holders in accordance with
Section 4(a), (1) suspend the rights of the Holders to make sales pursuant to
the Shelf Registration and (2) postpone any registration which is requested
pursuant to Section 2(a), in each case for such a period of time as the Board
of Directors may determine; provided that (x) such periods of suspension
-14-
together with any periods of suspension effected pursuant to Section
2(a)(i)(B)(v) hereof may not exceed 90 days in the aggregate during any period
of 12 consecutive months and (y) the Company may not impose such a suspension
or a postponement pursuant to Section 2(a)(i)(B)(v) following the printing and
distribution of a preliminary prospectus in any underwritten public offering of
Registrable Securities pursuant to Section 2(a)(i) or 2(c)(iii) (except such
suspension, not to exceed 10 days, which results from an event that is not
within the reasonable control of the Company). Notwithstanding the provisions
of Section 2(a)(i)(B)(v) or this Section 2(i), the Company shall not suspend
the registration rights set forth herein at any time during which any similar
rights of the Existing Holders are not similarly suspended.
(j) Termination. The registration rights set forth in Section 2(a) shall
not be available to any Holder if, in the opinion of counsel to the Company,
all of the Registrable Securities then owned by such Holder could be sold in
any 90-day period pursuant to Rule 144 (without giving effect to the provisions
of Rule 144(k)).
(k) Assignment. The registration rights set forth in Section 2 hereof
may be assigned, in whole or in part, to any transferee of Registrable
Securities (who shall be considered thereafter to be a Holder (provided that any
transferee who is not an affiliate of Investor shall be a Holder only with
respect to such Registrable Securities so acquired and any stock of the Company
issued as a dividend or other distribution with respect to, or in exchange for
or in replacement of, such Registrable Securities) and shall be bound by all
obligations and limitations of this Agreement).
3. INTERPRETATION OF THIS AGREEMENT
(a) Directly or Indirectly. Where any provision in this Agreement refers
to action to be taken by any Person, or which such Person is prohibited from
taking, such provision shall be applicable whether such action is taken directly
or indirectly by such Person.
(b) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to contracts made
and to be performed entirely within such State.
(c) Section Headings. The headings of the sections and subsections of
this Agreement are inserted for convenience only and shall not be deemed to
constitute a part thereof.
4. MISCELLANEOUS
(a) Notices.
(i) All communications under this Agreement shall be in writing and
shall be delivered by facsimile or by hand or mailed by overnight courier or by
registered or certified mail, postage prepaid:
(A) if to the Company, to Provident Companies, Inc., 0 Xxxxxxxx Xxxxxx,
Xxxxxxxxxxx, Xxxxxxxxx 00000, Fax No.: (000) 000-0000, Attention: Chief
-15-
Financial Officer, or at such other address as it may have furnished in writing
to the Investors;
(B) if to the Investor, at the address listed on Schedule I hereto, or
at such other address as may have been furnished the Company in writing.
(ii) Any notice so addressed shall be deemed to be given: if delivered
by hand, on the date of such delivery; if mailed by courier, on the first
business day following the date of such mailing; and if mailed by registered or
certified mail, on the third business day after the date of such mailing.
(b) Reproduction of Documents. This Agreement and all documents relating
thereto, including, without limitation, any consents, waivers and modifications
which may hereafter be executed may be reproduced by the Investor by any
photographic, photostatic, microfilm, microcard, miniature photographic or
other similar process and the Investors may destroy any original document so
reproduced. The parties hereto agree and stipulate that any such reproduction
shall be admissible in evidence as the original itself in any judicial or
administrative proceeding (whether or not the original is in existence and
whether or not such reproduction was made by the Investors in the regular
course of business) and that any enlargement, facsimile or further reproduction
of such reproduction shall likewise be admissible in evidence.
(c) Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties.
(d) Entire Agreement; Amendment and Waiver. This Agreement constitutes
the entire understanding of the parties hereto and supersedes all prior
understanding among such parties. This Agreement may be amended, and the
observance of any term of this Agreement may be waived, with (and only with) the
written consent of the Company and the Holders of a majority of the then
outstanding Registrable Securities.
(e) Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together shall be considered one and the same agreement.
(f) No Inconsistent Agreements. The Company will not hereafter enter
into any agreement with respect to its securities which is inconsistent with the
rights granted to the Holders of Registrable Securities in this Agreement.
(g) Remedies. Each Holder of Registrable Securities, in addition to
being entitled to exercise all rights granted by law, including recovery of
damages, will be entitled to specific performance of its rights under this
Agreement. The Company agrees that monetary damages would not be adequate
compensation for any loss incurred by reason of a breach by it of the provisions
of this Agreement and hereby agrees to waive the defense in any action for
specific performance that a remedy at law would be adequate.
(h) Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions contained herein shall not be in any way impaired
-16-
thereby, it being intended and understood that all of the rights and privileges
of each of the Holders shall be enforceable to the fullest extent permitted by
law.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first set forth above.
PROVIDENT COMPANIES, INC.
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
INVESTOR:
ZURICH INSURANCE COMPANY
By: /s/ Xxxxxx X. Xxxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxxx
Title: Representative
-17-
SCHEDULE I
Name and Address of Investor
ZURICH INSURANCE COMPANY
Xxxxxxxxxx 0
X.X. Xxx Xx-0000
Xxxxxx, Xxxxxxxxxxx
Attention: General Counsel
with copies to:
Zurich Center Resource Limited
Xxx Xxxxx Xxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx
Facsimile No.: (000) 000-0000
Attention: General Counsel
Xxxxxxx Xxxx & Xxxxxxxxx
One Citicorp Center
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxxx X. Xxxxxxxx
-18-
EXHIBIT A
SHARES
FAMILY SHAREHOLDERS OWNED AS
------------------- OF 3/4/96
---------
Suntrust Trust, X. Xxxxxx Xx., X.X. Xxxxxxxxx & X. X.. Xxxxxxxxx, 538,345
TTEES UAW X.X. Xxxxxxxxx for X.X. Xxxxxxxxx Family Trust (#2151)
Suntrust Trust, X. Xxxxxx Xx., X.X. Xxxxxxxxx & X. X. Xxxxxxxxx, 116,425
TTEES UAW X.X. Xxxxxxxxx for X.X. Xxxxxxxxx Family Trust Inv. Inc.
(#215109)
Suntrust Trust, H.O. Xxxxxxxxx Jr., X.X. Xxxxxxx & T.H. McCallie III, 522,615
TTEES UAW X.X. Xxxxxxxxx Tr. for H.O. Xxxxxxxxx Sr. Fam. (#2152)
Suntrust Trust, H.O. Xxxxxxxxx Jr., X.X. Xxxxxxx & T.H. McCallie III, 120,675
TTEES UAW X.X. Xxxxxxxxx Tr. for H.O. Xxxxxxxxx Sr. Fam. Inv. Inc.
(#215209)
Suntrust Trust, X. Xxxxxx Xx., X.X. Xxxxxxxxx & X.X. Xxxxxxxxx, 535,820
TTEES UAW Xxxx X. Xxxxxxxxx Tr. For X.X. Xxxxxxxxx Fam. (#2155)
Suntrust Trust, X. Xxxxxx Xx., X.X. Xxxxxxxxx & X.X. Xxxxxxxxx, 97,520
TTEES UAW Xxxx X. Xxxxxxxxx Tr. For Xxxxxxxxx Fam. Inv. Inc.
(#215509)
Suntrust Trust, H.O. Xxxxxxxxx Jr., X.X. Xxxxxxx & T.H. Macallie III, 518,695
TTEES UAW Xxxx X. Xxxxxxxxx for H.O. Xxxxxxxxx Sr. Fam. Tr
(#2156)
Suntrust Trust, H.O. Xxxxxxxxx Jr., X.X. Xxxxxxx & T.H. MacCallie III, 91,110
TTEES UAW Xxxx X. Xxxxxxxxx for H.O. Xxxxxxxxx Sr. Fam. Inv. Inc.
(#215609)
Suntrust Trust, H.O. Xxxxxxxxx Jr., X. Xxxxxx Xx. & X.X. Xxxxxxxxx, 3,470,123
TTEES for X.X. Xxxxxxxxx Trust for the Xxxxxxxxx Foundation Inc.
(#2150)
Suntrust Trust, H.O. Xxxxxxxxx Jr., X. Xxxxxx Xx & X.X. Xxxxxxxxx, 34,538
TTEES for Xxxx X. Xxxxxxxxx Trust for the Xxxxxxxxx Foundation Inc.
(#2154)
The Xxxxxxxxx Foundation Inc. 8,115,514
Christian Education Charitable Trust 711,100
H.O. Xxxxxxxxx Jr., X.X. Xxxxxxx, Xxxxx X. Xxxxxxx, Xxx X. 392,706
Xxxxxxxx, Xxxxx X. Xxxxx, TTEES U/A Dtd 4/23/93, Xxxx & Xxxxxxxxx
Xxxxxxxxx Charitable Trust
Xxxxx X. Xxxxxx Charitable Trust 1,565,842
Estate of Xxxx X. Xxxxxxxxx Xx. 50,000
Xxx. Xxxxxxxxx X. Xxxxxxxxx 390,725
X.X. Xxxxxxx, H.O. Xxxxxxxxx Jr. & US Tr. Co. of FL TTEES UTA 67,200
Dtd 8/2/52 with X.X. Xxxxxxxxx for the Primary Benefit of Xxxxxxxxx X. Xxxxxxx
X.X. Xxxxxxx, H.O. Xxxxxxxxx Jr. & X.X. Xxxxxxx, TTEES UTA Dtd 69,000
6/2/52 with X.X. Xxxxxxxxx for H.O. Xxxxxxxxx Jr.
Xxxx X. Xxxxxxxxx Xx. & Xxxxxxxxx X. Xxxxxxx Co-TTEES U/A H.O. 60,000
Xxxxxxxxx Sr. FBO Great-grandchildren
Xxx. Xxxxxxxx X. Xxxxxxxxx 1,389,344
Trust U/W Xxxx Xxxxxxxxx Xxxxxxx (Cede & Co) 585,000
US Trust Company of NY, Successor TTEE for Xxxx X. Xxxxxxx U/A 2,000
with Xxxxxxxx X. Xxxxxxxxx Dtd 8/5/76
US Trust Company as Corporate TTEE Charitable Remainder Unitrust 50,000
of Xxxxxxxx X. Xxxxxxxxx 8/11/76
Suntrust Trust, Trustee UAW Xxxxxx Xxxxx Xxxxxxxxx Dtd 9/22/88 259,230
(US-TTEE 249,507; ANB-DTC 19,523)
Suntrust Trust, C/F X.X. Xxxxxxxx & X.X. Xxxxxx, Co-TTEES UAW 2,397
Xxxxxx X. Xxxxxxxxx for Xxxxxxx Xxxxx Xxxxxxxxx (ST-Summit)
Suntrust Trust, C/F X.X. Xxxxxxxx & X.X. Xxxxxx, Co-TTEES UAW 2,397
Xxxxxx X. Xxxxxxxxx for Xxx Xxxxxxxxx Xxxxxxxxx (ST-Summit)
Trust for X.X. Xxxxxxxxx & X.X. Xxxxxxxxx Foundation U/A Mrs. 45,416
Xxxxxxxx X. Xxxxxxxxx Dtd 1/4/73 (Cede & Co)
X.X. Xxxxxxxxx & US Trust Company of NY, TTEES for Second 27,500
Charitable Remainder Unitrust of X.X. Xxxxxxxxx Dtd 12/17/81 Their
Successor in Tr. & Assign
Xxxx X. Xxxxxxxxx Xx. 827,150
Xxxx X. Xxxxxxxxx Xx. & Suntrust Bank TTEES UTA 12/08/48 for 299,916
Xxxx X. Xxxxxxxxx Xx.
Xxxx X. Xxxxxxxxx Xx. TTEE FBO Xxxxxxxxx X. Xxxxxxxxx Dtd. 51,091
11/19/66 XXX X.X. Xxxxxxxxx Sr.
Xxxx X. Xxxxxxxxx, Xx. TTEE FBO Xxxxxx X. Xxxxxxxxx Dtd 7/8/68 51,060
XXX X.X. Xxxxxxxxx Sr.
Xxxx X. Xxxxxxxxx Xx. TTEE FBO Xxxxxxxxxxx X. Xxxxxxxxx UTA 47,435
H.O. Xxxxxxxxx Sr.
H.O. Xxxxxxxxx Jr. & Suntrust Trust, TTEES UITA of H.O. Xxxxxxxxx 100,612
Sr. FBO Xxxxxxxxx X. Xxxxxxxxx & Her Descs, Dtd 5/29/70 (#4629)
-2-
H.O. Xxxxxxxxx Jr. & Suntrust Trust, TTEES UITA of H.O. Xxxxxxxxx 100,523
Sr. FBO Xxxxxx X. Xxxxxxxxx & His Descs Dtd 5/29/70 (#4630)
H.O. Xxxxxxxxx Jr. & Suntrust Trust, TTEES UITA of H.O. Xxxxxxxxx 100,715
Sr. FBO Xxxxxxxxxxx X. Xxxxxxxxx & His Descs Dtd 5/29/70 (#4631)
Xxxx X. Xxxxxxxxx Xx. & Xxxxxxxxx X. Xxxxxxx, TTEES for Xxxx X. 1,740
Xxxxxxxxx Sr. Dtd 1/31/67
X.X. Xxxxxxxxx, H.O. Xxxxxxxxx Jr., X.X. Xxxxxxxx & X.X. Xxxxxxx, 158,190
TTEES of the H.O.M. Sr. Char. Inc. Tr. Dtd 11/29/83 FBO Xxxxxxxxx
Xxxxxxxxx
H.O. Xxxxxxxxx Jr., X.X. Xxxxxxx, X.X. Xxxxxxxx & X.X. Xxxxxxx, 136,665
TTEES XXX X.X. Xxxxxxxxx Sr. Dtd 12/31/76 FBO Xxxxxxxxxxx X.
Xxxxxxxxx
H.O. Xxxxxxxxx Jr., X.X. Xxxxxxx, X.X. Xxxxxxxx & X.X. Xxxxxxx, 136,665
TTEES XXX X.X. Xxxxxxxxx Sr. Dtd 12/31/76 FBO Xxxxxxxxx X.
Xxxxxxxxx
H.O. Xxxxxxxxx Jr., X.X. Xxxxxxx, X.X. Xxxxxxxx & X.X. Xxxxxxx, 136,665
TTEES XXX X.X. Xxxxxxxxx Sr. Dtd 12/31/76 FBO Xxxxxx X.
Xxxxxxxxx
H.O. Xxxxxxxxx Jr., X.X. Xxxxxxx, X.X. Xxxxxxxx & X.X. Xxxxxxx, 136,670
TTEES XXX X.X. Xxxxxxxxx Sr. Dtd 12/31/76 FBO Xxxxxxxxx
Xxxxxxxxx
Xxxx X. Xxxxxxxxx Xx., TTEE UTA Dtd 12/15/83 FBO Xxxxxxxxx 3,320
Xxxxxxxxx
Xxxx X. Xxxxxxxxx Xx. C/F Xxxxxxxxx Xxxxxxxxx UTUGTMA 5,329
Xxxx X. Xxxxxxxxx Xx. C/F Xxxx Xxxx Xxxxxxxxx III UTUGTMA 5,079
Xxxx X. Xxxxxxxxx Xx. C/F Xxxxxx Xxxxxxxxxxx Xxxxxxxxx UTUGTMA 5,079
Xxxxxxxxxxx Xxxx Xxxxxxxxx (52 + 120, nominee name) 44,059
Xxxxxxxxxxx Xxxx Xxxxxxxxx, Cust. for Xxxxxx Xxxxxxxxxxx Xxxxxxxxx 688
Xxxxxxxxxxx Xxxx Xxxxxxxxx, Cust. for Xxxx Xxxx Xxxxxxxxx III 688
Xxxxxxxxxxx Xxxx Xxxxxxxxx, Cust. for Xxxxxx Xxxxxx Xxxxxxxxx 688
Xxxxx Xxxxxxxxx (352 nominee name) 3,652
Xxxxxx Xxxx Xxxxxxxxx 29,800
Xxxxxx X. Xxxxxxxxx Cust. for Xxxxxxxxxx Xxxxxx Xxxxxxxxx 688
-3-
Xxxxxx Xxxxxxx Xxxxxxxxx (746 nominee name) 1,518
Xxxxxxxxx Xxxxxxxxx Xxxxx 40,617
Xxxxxxxxx Xxxxxxxxx Xxxxx C/F Xxxxxxx Xxxx Xxxxx 3,130
Xxxxxxxxx Xxxxxxxxx Xxxxx C/F Xxxxxx Xxxxxxxxx Xxxxx 2,806
Xxxxxxxxx Xxxxxxxxx Xxxxx C/F Xxxxxxxx Xxxx Xxxxx 688
Xxxxx Xxxxx 1,432
Xxxxx Xxxxxx Xxxxxxxxx 24,964
Xxxxx X. Xxxxxxxxx & Xxxx X. Xxxxxxx, TTEES UTA Xxxx X.
Xxxxxxxxx Xx. Dtd 1/31/67 17,600
Xxxxxxxxx Xxxxxxxxx Xxxxxxx & NationsBank as Co-TTEES U/A H.O.
Xxxxxxxxx Sr. Dtd 9/8/72 FBO Xxxxxxx X. Xxxxxxx Xx. 74,170
Xxxxxxxxx Xxxxxxxxx Xxxxxxx & NationsBank as Co-TTEES U/A H.O.
Xxxxxxxxx Sr. Dtd 9/8/72 FBO Xxxxxx Xxxxxxxxx Xxxxxxx 74,170
H.O. Xxxxxxxxx Jr., X.X. Xxxxxxx, X.X. Xxxxxxxx & X.X. Xxxxxxx,
TTEES XXX X.X. Xxxxxxxxx Sr. Dtd 12/31/76 FBO Xxxxxxx X.
Xxxxxxx Xx. 136,665
H.O. Xxxxxxxxx Jr., X.X. Xxxxxxx, X.X. Xxxxxxxx & X.X. Xxxxxxx,
TTEES XXX X.X. Xxxxxxxxx Sr. Dtd 12/31/76 FBO Xxxxxx X.
Xxxxxxx 136,670
Xxxxxxxxx X. Xxxxxxx & Suntrust Bank Co-TTEES UTA Xxxx X.
Xxxxxxxxx Xx. 12/09/48 FBO Xxxxxxxxx X. Xxxxxxx 294,695
Xxxxxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxxx Xx. TTEES FBO Xxxxxxx
X. Xxxxxxx Xx. UA Dtd 1/26/95 300,000
Xxxxxxxxx X. Xxxxxxx 457,455
Xxxxxxx X. Xxxxxxx, Xx. 9,482
Xxxxxxx X. Xxxxxxx, Xx. 45,499
Xxxxxxxxx X. Xxxxxxx 3,172
Xxxxxx Xxxxxxxxx Xxxxxxx 42,349
Irrevocable Trust 12/3/64 U/A H.O. Xxxxxxxxx Sr. FBO Xxxxxx 11,675
Xxxxxxxxx Xxxxxxx, X.X. Xxxxxxx Xx., Trustee
Irrevocable Trust 6/1/62 U/A H.O. Xxxxxxxxx Sr. FBO Xxxxxxx X. 11,675
Xxxxxxx Jr., X.X. Xxxxxxx Xx., Trustee
Xxxx X. (Mrs. Xxxx) Xxxxxx 61,000
TOTAL SHARES 23,967,036
-4-
