VOTING AGREEMENT
AGREEMENT, dated as of May 11, 1999, by and among Xxx Communications,
Inc., a Delaware corporation ("Parent"), TCA Cable TV, Inc., a Texas
corporation (the "Company"), and Xxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxxxx, Xxx X.
Xxxxx, M.D., X. X. Xxxxx, Xx., X. X. Xxxxx, III, Xxxxx X. XxXxxxxx, Xxxxxx
XxXxxxxx, Xxxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxxxx, Xxxxxx X. Xxxxxx, Xxxxxxx X.
Xxxxxx, Xxxxxxx Xxxxxx Xxxxxxx and Xxxxxx Venture Enterprises, Inc., a Texas
corporation (collectively, the "Stockholders" and individually a
"Stockholder"), each of whom is a shareholder of the Company.
WHEREAS, concurrently herewith, Parent, Cox Classic Cable, Inc., a
Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"),
and the Company, are entering into an Agreement and Plan of Merger (the
"Merger Agreement"; capitalized terms used without definition herein having
the meanings ascribed thereto in the Merger Agreement);
WHEREAS, each Stockholder is the record or beneficial owner of the
number of Shares (as that term is defined below) set forth opposite such
Stockholder's name in Schedule I hereto;
WHEREAS, approval of the Merger Agreement by the Company's shareholders
is a condition to the consummation of the Merger;
WHEREAS, the Board of Directors of the Company has, prior to the
execution of this Agreement, duly and validly approved and adopted the Merger
Agreement and approved this Agreement, pursuant to Part 13 of the TBCA and
all other relevant provisions of the TBCA, and such approvals and adoption
have not been withdrawn; and
WHEREAS, Parent is unwilling to enter into the Merger Agreement unless
the Stockholders enter into this Agreement concurrently with the execution of
the Merger Agreement, and the Stockholders desire and are willing to induce
Parent to enter into the Merger Agreement by their entry into this Agreement;
NOW THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements set forth herein, the parties hereto agree as
follows:
Section 1. Consent; Agreement to Vote. (a) Each Stockholder
hereby agrees (for itself and not as to any other Stockholder) that, during
the term of this Agreement, it shall, from time to time, (i) at the request
of Parent, execute and deliver (or cause to be executed and delivered) a
written consent with respect to, or (ii) vote, or cause to be voted, at any
meeting of shareholders of the Company or at any adjournment or postponement
thereof, in person or by proxy, all shares of common stock, all rights under
the Company Rights Agreement, and any other voting securities of the Company
(whether acquired heretofore or hereafter), that are owned of record and
beneficially by such Stockholder or as to which such Stockholder has,
directly or indirectly, the right to vote or direct the voting (such
Stockholder's "Shares"), (x) in favor of approval and adoption of the Merger
Agreement, the Merger and any action required in furtherance thereof, (y)
against any action or agreement that would result in a material breach of any
representation, warranty, covenant or obligation of the Company contained in
the Merger Agreement, and (z) against any Competing Transaction (as defined
below). Each Stockholder agrees, during the term hereof, not to execute any
written consent in lieu of a shareholders meeting or vote of the shareholders
of the Company, if such consent or vote by the shareholders of the Company
would be inconsistent with or frustrate the purposes of the other agreements
of such Stockholder pursuant to this Section. A "Competing Transaction"
means any of the following, received or proposed, (A) any Acquisition
Proposal, (B) any other proposed alternative transaction to sell, transfer or
otherwise dispose of 15% or more of the capital stock or assets of the
Company, (C) any proposed recapitalization or reorganization of the Company
(other than a reincorporating merger or a holding company merger that in
either case results in the shareholders of the Company owning all of the
equity interests in the surviving corporation and any reorganization that
involves only the subsidiaries of the Company), (D) any change in the
majority of the persons who constitute the Board of Directors of the Company,
other than in the ordinary course of business, (E) any material amendment to
the articles of incorporation of the Company or (F) any other proposal that
frustrates or hinders the Merger or the other transactions contemplated by
the Merger Agreement.
(b) Each Stockholder hereby appoints Parent and any designee of
Parent, each of them individually, such Stockholder's proxy and
attorney-in-fact pursuant to the provisions of Article 2.29(C) of the TBCA
with full power of substitution and resubstitution, to vote and act on such
Stockholder's behalf and in such Stockholder's name, place and stead with
respect to the Stockholder's Shares, at any annual, special or other meeting
of the shareholders of the Company, and at any adjournment or postponement of
any such meeting, held during the term of this Agreement and to act by
written consent with respect to such Stockholder's Shares, at all times
during the term of this Agreement with respect to the matters referred to in,
and in accordance with, Section 1(a) hereof. This proxy is given to secure
the performance of the duties of such Stockholder under this Agreement. Each
Stockholder affirms that this proxy is coupled with an interest and shall be
irrevocable. Each Stockholder shall take such further action or execute such
other instruments as may be necessary to effectuate the intent of this proxy.
(c) Each Stockholder agrees that it will not contract to sell,
sell or otherwise pledge, encumber, transfer or dispose of any of the Shares
owned by it or any interest therein or securities convertible thereinto or
any voting rights with respect thereto, other than pursuant to the Merger or
with Parent's prior written consent.
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(d) Each Stockholder hereby revokes any and all previous proxies
with respect to such Stockholder's Shares and agrees that it will not grant
any other proxies to vote any or all of its Shares.
(e) Each Stockholder hereby agrees to cooperate reasonably with
Parent and the Company in connection with the Merger Agreement and
consummation of the transactions contemplated thereby. Each Stockholder
agrees that it will not, and will use reasonable best efforts to cause its
officers, employees, representatives and agents not to, directly or
indirectly, encourage, solicit or engage in discussions or negotiations with
any third party (other than Parent) concerning any Acquisition Proposal.
Each Stockholder shall, and shall use reasonable best efforts to cause its
officers, employees, representatives and agents to, terminate all discussions
or negotiations with any Person with respect to any Acquisition Proposal.
Each such Stockholder will notify Parent immediately of any Acquisition
Proposal (or inquiries with respect thereto) that are received by, or any
negotiations or discussions with respect thereto of which it is aware that
are sought to be initiated with, such Stockholder, will advise Parent of the
identity of any Person making any such Acquisition Proposal and of the terms
thereof and shall keep Parent apprised with respect to all matters relating
thereto.
Section 2. Securities Act Covenants and Representations. In
addition to, and not in lieu of, the other covenants and representations set
forth herein, each Stockholder hereby agrees and represents to Parent as
follows:
(a) Such Stockholder understands that, to the extent such
Stockholder is considered an "affiliate" of the Company at the time the
Merger Agreement is submitted for a vote of the shareholders of the Company
or for action by written consent of shareholders of the Company, any public
offering, sale or other disposition by such Stockholder of any Parent Class A
Common Stock received by such Stockholder in the Merger (collectively, the
"Restricted Sales") will, under current law, require any of (i) the further
registration under the Securities Act of any Parent Class A Common Stock to
be sold by such Stockholder, (ii) compliance with applicable provisions of
Rule 145 promulgated by the SEC under the Securities Act or (iii) the
availability of another exemption from such registration under the Securities
Act. Each Stockholder agrees not to make any Restricted Sale unless the
conditions of clause (i), (ii), or (iii) are met.
(b) Such Stockholder also understands that stop transfer
instructions will be given to Parent's transfer agent with respect to the
Parent Class A Common Stock and that a legend will be placed on the
certificates for the Parent Class A Common Stock, issued to such Stockholder,
or any substitutions therefor to reflect the restrictions referred to in
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Section 2 (a) on such Stockholder's ability to sell Parent Class A Common
Stock.
Section 3. Other Covenants and Agreements.
(a) Each Stockholder hereby consents, for purposes of any
shareholders' agreement or other agreement or commitment among the
shareholders of the Company, to the execution, delivery and performance of
this Agreement by each other Stockholder (and waives any rights such
Stockholder would otherwise have pursuant to any such shareholders' agreement
or other agreement or commitment by virtue of the execution, delivery or
performance of this Agreement).
(b) Each party shall execute and deliver such additional
instruments and other documents and shall take such further actions as may be
necessary or appropriate to effectuate, carry out and comply with all of its
obligations under this Agreement. Without limiting the generality of the
foregoing, none of the parties hereto shall enter into any agreement or
arrangement (or alter, amend or terminate any existing agreement or
arrangement) if such action would materially impair the ability of such party
to effectuate, carry out or comply with all of the terms of this Agreement.
(c) Each Stockholder hereby waives any rights of appraisal or
rights to dissent from the Merger that such Stockholder may have under the
TBCA.
(d) The Company hereby acknowledges receipt of an executed copy of
this Agreement and agrees to deposit such copy in its corporate records and
to make it available for inspection by the shareholders of the Company and
otherwise to comply with the provisions of Article 2.30 of the TBCA.
(e) Each Stockholder agrees to deliver all certificates held by it
representing any of the Shares to the Company promptly following the
execution hereof. The Company shall place on each such certificate a legend
reciting this Agreement and otherwise comply with the requirements of Article
2.30 of the TBCA and return such legended certificates to the Stockholders.
Section 4. Representations and Warranties of Parent. Parent
represents and warrants to each Stockholder as follows:
(a) This Agreement has been approved by the Board of Directors of
Parent, representing all necessary corporate action on the part of Parent for
the execution, delivery and performance hereof by Parent (no action by the
stockholders of Parent being required).
(b) This Agreement has been duly executed and delivered by a duly
authorized officer of Parent.
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(c) This Agreement constitutes a valid and binding agreement of
Parent, enforceable against Parent in accordance with its terms.
(d) The execution and delivery of this Agreement by Parent does
not violate or breach, and will not give rise to any violation or breach, of
Parent's charter or bylaws, or, except as will not materially impair its
ability to effectuate, carry out or comply with all of the terms of this
Agreement, any law, contract, instrument, arrangement or agreement by which
Parent is bound.
Section 5. Representation and Warranties of the Stockholders.
Each Stockholder, as to such Stockholder, only, represents and warrants to
Parent as follows:
(a) Schedule I sets forth, opposite such Stockholder's name, the
number and type of such Stockholder's Shares as of the date hereof. Such
Stockholder is the lawful owner of such Shares, free and clear of all liens,
charges, encumbrances, voting agreements and commitments of every kind, other
than this Agreement and as disclosed on Schedule I. Except as set forth in
Schedule I and except under the Company Rights Agreement, such Stockholder
does not own or hold any rights to acquire any additional Shares or other
securities of the Company or any interest therein or any voting rights with
respect to any additional Shares or any other securities of the Company.
(b) If such Stockholder is not an individual, this Agreement has
been approved by its Board of Directors (or comparable governing body) and,
to the extent necessary, the shareholders of such Stockholder, representing
all necessary action on the part of such Stockholder for the execution and
performance hereof by such Stockholder.
(c) If such Stockholder is not an individual, this Agreement has
been duly executed and delivered by a duly authorized officer or comparable
representative of such Stockholder.
(d) This Agreement constitutes the valid and binding agreement of
such Stockholder, enforceable against such Stockholder in accordance with its
terms.
(e) The execution, delivery and performance of this Agreement by
such Stockholder does not violate or breach, and will not give rise to any
violation or breach, of such Stockholder's charter or bylaws or other
organizational documents (if such Stockholder is not an individual), or,
except as will not materially impair the ability of such Stockholder to
effectuate, carry out or comply with all of the terms of this Agreement, any
law, contract, instrument, arrangement or agreement by which such Stockholder
is bound.
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(f) The execution and delivery of this Agreement by such
Stockholder and the other signatories hereto does not create or give rise to
any right in such Stockholder or, to such Stockholder's knowledge, in any
other signatory hereto, with respect to the Shares or any other security of
the Company (including, without limitation voting rights and rights to
purchase or sell any such Shares or other securities) pursuant to any
shareholders' agreement or similar agreement or commitment, other than any
such right as is duly and validly waived pursuant to Section 3 (a) of this
Agreement.
Section 6. Effectiveness and Termination. This Agreement shall
automatically terminate and be of no further force or effect upon the
earliest to occur of (a) the Effective Time, (b) the termination of the
Merger Agreement pursuant to Section 9.1(a), 9.1(b)(i), 9.1(b)(ii),
9.1(d)(iii), 9.1(c)(iii) or 9.1(d)(i) thereof and (c) the date that is six
months after any other termination of the Merger Agreement. Upon the
termination hereof, except for any rights any party may have in respect of
any breach by any other party of its obligations hereunder, none of the
parties hereto shall have any further obligations or liability hereunder.
Section 7. Miscellaneous.
(a) Notices, Etc. All notices, requests, demands, or other
communications required by or otherwise with respect to this Agreement shall
be in writing and shall be deemed to have been duly given to any party when
delivered personally (by courier service or otherwise), when delivered by
telecopy and confirmed by return telecopy, or seven days after being mailed
by first-class mail, postage prepaid in each case to the applicable addresses
set forth below:
If to Parent:
Xxx Communications, Inc.
0000 Xxxx Xxxxx Xxxxx, X.X.
Xxxxxxx, Xxxxxxx
Attention: Legal Department
Facsimile: (000) 000-0000
with a copy to:
Dow, Xxxxxx & Xxxxxxxxx
0000 Xxx Xxxxxxxxx Xxx., X.X.
Xxxxxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxx, Esq.
Telecopy: (000) 000-0000
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If to the Company:
TCA Cable TV, Inc.
0000 X.X.X. Xxxx 000
Xxxxx, XX 00000
Attn: Xxxx X. Xxxxxxx
Attn: Xxxx Xxxxx
Telecopy: (000) 000-0000
If to any Stockholder, at its
address set forth on Schedule I.
or to such other address as such party shall have designated by notice
receive by each other party.
(b) Amendments, Waivers, Etc. This Agreement may not be amended,
changed, supplemented, waived or otherwise modified or, except as expressly
set forth in Section 6, terminated, except by an instrument in writing signed
by Parent and each other party to be bound thereby.
(c) Successors and Assigns. This Agreement shall be binding upon
and shall inure to the benefit of and be enforceable by the parties and their
respective successors and assigns; provided that, except as contemplated by
the Merger Agreement, neither the rights nor the obligations of any party may
be assigned or delegated without the prior written consent of the other
parties.
(d) Entire Agreement. This Agreement (together with the Merger
Agreement and the other agreements and documents expressly contemplated
hereby and thereby, including the Confidentiality Agreement) embodies the
entire agreement and understanding among the parties relating to the subject
matter hereof and supersedes all prior agreements and understandings relating
to such subject matter. There are no representations, warranties or
covenants by the parties hereto relating to such subject matter other than
those expressly set forth in this Agreement and the Merger Agreement.
(e) Severability. If any terms of this Agreement or the
application thereof to any party or circumstances shall be held invalid or
unenforceable to any extent, the remainder of this Agreement and the
application of such term to the other parties or circumstances shall not be
affected thereby and shall be enforced to the greatest extent permitted by
applicable law, provided that, in such event, the parties shall negotiate in
good faith in an attempt to agree to another provision (in lieu of the term
or application held to be in valid or unenforceable) that will be valid and
enforceable and will carry out the parties' intentions hereunder.
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(f) Specific Performance. The parties acknowledge that money
damages are not an adequate remedy for violations of this Agreement and that
any party may, in its sole discretion, apply to a court of competent
jurisdiction for specific performance or injunctive or such other relief as
such court may deem just and proper in order to enforce this Agreement or
prevent any violation hereof, and, to the extent permitted by applicable law,
each party waives any objection to the imposition of such relief or any
requirement for a bond.
(g) Remedies Cumulative. All rights, powers and remedies provided
under this Agreement or otherwise available in respect hereof at law or in
equity shall be cumulative and not alternative, and the exercise or beginning
of the exercise of any thereof by any party shall not preclude the
simultaneous or later exercise of any other such right, power or remedy by
such party.
(h) No Waiver. The failure of any party hereto to exercise any
right, power or remedy provided under this Agreement or otherwise available
in respect hereof at law or in equity, or to insist upon compliance by any
other party hereto with its obligations hereunder, and any custom or practice
of the parties at variance with the terms hereof, shall not constitute a
waiver by such party of its right to exercise any such or other right, power
or remedy or to demand such compliance.
(i) No Third Party Beneficiaries. This Agreement is not intended
to be for the benefit of and shall not be enforceable by any person or entity
who or which is not a party hereto.
(j) Jurisdiction. Each party hereby irrevocably submits to the
exclusive jurisdiction of the state and federal courts of applicable
jurisdiction in Dallas County, Texas, in any action, suit or proceeding
arising in connection with this Agreement, and agrees that any such action,
suit or proceeding shall be brought only in such court (and waives any
objection based on forum non conveniens or any other objection to venue
therein); provided, however, that such consent to jurisdiction is solely for
the purpose referred to in this paragraph (j) and shall not be deemed to be a
general submission to the jurisdiction of said Courts or in the State of
Delaware other than for such purposes. Each party hereto hereby waives any
right to a trial by jury in connection with any such action, suit or
proceeding. To the maximum extent practicable, this Agreement will be deemed
to call for performance in Dallas County, Texas.
(k) Governing Law. This Agreement and all disputes hereunder
shall be governed by and construed and enforced in accordance with the
internal laws of the State of Texas, without regard to principles of
conflicts of law.
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(l) Name, Captions, Gender. The name assigned this Agreement and
the section captions used herein are for convenience of reference only and
shall not affect the interpretation or construction hereof. Whenever the
context may require, any pronoun used herein shall include the corresponding
masculine, feminine or neuter forms.
(m) Counterparts. This Agreement may be executed in any number of
counterparts, each which shall be deemed to be an original, but all of which
together shall constitute one instrument. Each counterpart may consist of a
number of copies each signed by less than all, but together signed by all,
the parties hereto.
(n) Expenses. Each of Parent and each Stockholder shall bear its
own expenses incurred in connection with this Agreement; provided, however,
that in the event of a dispute concerning the terms or enforcement of this
Agreement, the prevailing party in any such dispute shall be entitled to
reimbursement of reasonable legal fees and disbursement from the other party
or parties to such dispute; and provided, further, that if the Merger is
consummated in accordance with the Merger Agreement, Parent shall cause the
Company to reimburse the Stockholders for their reasonable expenses in
connection with this Agreement.
(o) Action in Stockholder Capacity Only. No Stockholder who is a
director or officer of the Company makes any agreement in this Agreement in
his or her capacity as such director or officer. Each Stockholder signs
solely in its capacity as a record holder and beneficial owner of Shares.
The provisions of this Agreement shall not apply to actions taken or omitted
to be taken by any such person in his or her capacity as a director or
officer of the Company.
(p) Obligations Several. The obligations of each Stockholder
under this Agreement shall be several and not joint. No Stockholder shall
have any liability, duty or obligation arising out of or resulting from any
failure by any other Stockholder to comply with the terms and conditions of
this Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
Parent:
XXX COMMUNICATIONS, INC.
By: /s/ Xxxx X. Xxxx
Name: Xxxx X. Xxxx
Title: Vice President, Mergers and Acquisitions
Stockholders:
/s/ Xxxx X. Xxxxxxx
-----------------------------------
Xxxx X. Xxxxxxx
Address: TCA Cable TV, INC.
0000 X.X.X. Xxxx 000
Xxxxx, Xxxxx 00000
/s/ Xxxxxxx X. Xxxxxxxx
-----------------------------------
Xxxxxxx X. Xxxxxxxx
Address: TCA Cable TV, INC.
0000 X.X.X. Xxxx 000
Xxxxx, Xxxxx 00000
/s/ Xxx X. Xxxxx, M.D.
-----------------------------------
Xxx X. Xxxxx, M.D.
Address: TCA Cable TV, INC.
0000 X.X.X. Xxxx 000
Xxxxx, Xxxxx 00000
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/s/ X.X. Xxxxx, Xx.
-----------------------------------
X.X. Xxxxx, Xx., Individually
and as Trustee or Partner (as the case may be) of:
Xxxxx Family Partnership
Xxxxx Charitable Trust
Address: TCA Cable TV, INC.
0000 X.X.X. Xxxx 000
Xxxxx, Xxxxx 00000
/s/ X.X. Xxxxx, Xx.
-----------------------------------
X.X. Xxxxx, Xx.
/s/ X. X. Xxxxx, Xx.
-----------------------------------
X.X. Xxxxx, III
each as Trustee or Partner (as the case may be) of:
Xxxxxx Xxxxxxxxx Xxxx Xx. 0 Xxxxx
Xxxxxx Xxxxxxx Xxxx Xx.0 Trust
Xxxxxx Xxxxxx Xxxx No.1 Trust
Xxxxxx Xxxxx Xxxx No.1 Trust
Xxxxxxx Xxxxx Xxxx No.1 Trust
Xxxxxx Xxxxxxx Xxxxxx No.1 Trust
Xxxxxx Xxxxxxxxx Xxxx '89 Trust
Xxxxxx Xxxxxxx Xxxx '89 Trust
Xxxxxx Xxxxxx Xxxx '89 Trust
Xxxxxx Xxxxx Xxxx '89 Trust
Xxxxxxx Xxxxx Kerrr '89 Trust
Xxxxxx Xxxxxxx Xxxxx '89 Trust
Xxxxx Family Partnership
X.X. Xxxxx, Xx. Charitable Trust.
Address: TCA Cable TV, INC.
0000 X.X.X. Xxxx 000
Xxxxx, Xxxxx 00000
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/s/ Xxxxx X. XxXxxxxx
-----------------------------------
Xxxxx X. XxXxxxxx
Address: TCA Cable TV, INC.
0000 X.X.X. Xxxx 000
Xxxxx, Xxxxx 00000
/s/ Xxxxxx XxXxxxxx
-----------------------------------
Xxxxxx XxXxxxxx
as Trustee of:
Childrens' Trusts
Address: TCA Cable TV, INC.
0000 X.X.X. Xxxx 000
Xxxxx, Xxxxx 00000
/s/ Xxxxxxx X. Xxxxxx
-----------------------------------
Xxxxxxx X. Xxxxxx, Individually
and as Trustee of:
Xxxxxx Family Trust
Ryan's Account (UGMA)
Austin's Account (UGMA)
Address: TCA Cable TV, INC.
0000 X.X.X. Xxxx 000
Xxxxx, Xxxxx 00000
/s/ Xxxxxx X. Xxxxxxxx
-----------------------------------
Xxxxxx X. Xxxxxxxx
Address: TCA Cable TV, INC.
0000 X.X.X. Xxxx 000
Xxxxx, Xxxxx 00000
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/s/ Xxxxxx X. Xxxxxx
-----------------------------------
Xxxxxx X. Xxxxxx
Address: TCA Cable TV, INC.
0000 X.X.X. Xxxx 000
Xxxxx, Xxxxx 00000
XXXXXX VENTURE ENTERPRISES, INC..
/s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: President
Address: TCA Cable TV, INC.
0000 X.X.X. Xxxx 000
Xxxxx, Xxxxx 00000
/s/ Xxxxxxx X. Xxxxxx
-----------------------------------
Xxxxxxx X. Xxxxxx
Address: TCA Cable TV, INC.
0000 X.X.X. Xxxx 000
Xxxxx, Xxxxx 00000
/s/ Xxxxxxx Xxxxxx Xxxxxxx
_________________________________
Xxxxxxx Xxxxxx Xxxxxxx
Address: TCA Cable TV, INC.
0000 X.X.X. Xxxx 000
Xxxxx, Xxxxx 00000
Company:
TCA CABLE TV, INC.
By: /s/ Xxxx X. Xxxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxxx
Title: Chairman, CEO & President
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Schedule I
List of Stockholders
Name/Address Number and Type of Shares(1) Rights to Acquire(2)
Shares
1. Xxxx X. Xxxxxxx 73,326 125,000
5,250(3)
2. Xxxxxxx X. Xxxxxxxx 46,502
404(3)
3. Xxx X. Xxxxx, M.D. 1,222,542 25,000
4. Xxxxx X. XxXxxxxx 206,580 10,000
5. Xxxxxx XxXxxxxx 121,991(4)
6. X. X. Xxxxx, Xx. 793,972 25,000
X. X. Xxxxx, III(5) 457,578(4)
7. Xxxxxxx X. Xxxxxx 135,380 9,000
122,400(4)
1,748(3)
_______________
(1) All Shares are shares of Company Common Stock.
(2) Rights to acquire shares are pursuant to the Director's Plan or the
Option Plan.
(3) These shares are held pursuant to the terms of a cash or deferred
arrangement intended to be qualified under Section 401(k) of the Code.
(4) Stockholder has the power to vote the Shares in Stockholder's capacity
as a trustee in the trusts or a partner in the partnerships listed after
Stockholder's name on the signature page hereto.
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Name/Address Number and Type of Shares(1) Rights to Acquire(2)
Shares
8. Xxxxxx X. Xxxxxxxx 45,260 21,000
2,760(3)
9. Xxxxxx X. Xxxxxx 5,542,810
10. Xxxxxx Venture 1,400,000
Enterprises, Inc.
11. Xxxxxxx X. Xxxxxx 93,820
12. Xxxxxxx Xxxxxx Xxxxxxx
_________________
(5) Stockholder has the power to vote the Shares in Stockholder's capacity
as co-trustee with X.X. Xxxxxx, Xx. in the trusts or as a partner in the
partnerships listed after the Stockholder's name on the signature pages
hereto.
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