EXHIBIT 9.2
VOTING TRUST AGREEMENT
THIS AGREEMENT executed this 15th day of January 1997 effective as of
the 1 st day of February 1997 (hereinafter referred to as the "Effective Date"),
by and between those holders of Common Shares of SIFCO Industries, Inc. who sign
this Agreement (hereinafter sometimes collectively called the "Signing
Shareholders" and individually called "Signing Shareholder"), and XXXXXX XXXXXXX
and XXXXXXX X. XXXXX, III, as Trustees and their successors in trust (said named
Trustees and their successors being hereinafter called the "Trustees");
WITNESSES THAT:
WHEREAS, each Signing Shareholder represents that he (the masculine
pronoun wherever used in this Agreement being intended to include the feminine)
owns the number of Common Shares of the Company set opposite his signature below
and deems it to be in his best interest to renew, continue and extend the Voting
Trust Agreement in effect with respect to his shares of the Company and maintain
on deposit hereunder the certificates evidencing his ownership of said shares in
order to continue the stability of management of the Company which the Signing
Shareholders believe should be continued for the benefit and protection of the
Company and its present and future shareholders;
NOW, THEREFORE, the Signing Shareholders hereof agree each with the
others, and each for himself and his heirs, administrators, successors and
assigns as follows:
1. Deposit of Share Certificates. As with the Voting Trust Agreements
in the past, each Signing Shareholder will continue to have their Common Shares
of the Company on deposit with the Trustees a certificate or certificates
(hereinafter called "share certificates") for the number of Common Shares of the
Company set opposite his signature below, so endorsed or accompanied by such
instrument or instruments of transfer as to maintain ownership of said shares in
theTrustees; and shall likewise deposit hereunder each and every share
certificate for Common Shares of the Company which he may hereafter acquire.
2. Delivery of Trust Certificates. The Trustees have heretofore, and
from time to time in the future, upon the deposit with the Trustees by a Signing
Shareholder of new share certificates acquired by him, and upon his payment of
any and all transfer taxes required in connection therewith, the Trustees will
deliver, or cause to be delivered, to such Signing Shareholder voting trust
certificates (hereinafter called "Trust Certificates") for the number of Common
Shares so deposited in substantially the form shown in Exhibit A, attached
hereto and made a part hereof.
3. Transfer of Trust Certificates. Each Trust Certificate issued
hereunder and the interest in shares represented thereby shall be transferable
only upon the books of the Trustees by the registered holder in person or by
attorney upon surrender of the same properly endorsed or accompanied by a
properly executed instrument of transfer and upon payment of any transfer taxes
payable on such transfer, and in accordance with rules established for that
purpose by the Trustees. Each transfer so made shall vest in the transferee all
right and interest of the transferor in and under the Trust Certificate and this
Agreement with respect to the number of shares which the endorsement or transfer
evidences; and thereupon the Trustees will deliver, or cause to be delivered, to
the person or persons entitled, a new Trust Certificate or Certificates for the
number or numbers of interests in Common Shares of the Company indicated by the
endorsement or instrument of transfer. Until such transfer, the Trustees may
treat the registered holder of a Trust Certificate as the owner thereof for all
purposes whatsoever. The transfer books for the Trust, Certificates may be
closed by the Trustees at any time prior to the payment or distribution of
dividends or for any other purpose. Each transferee of a Trust Certificate
issued hereunder shall by the acceptance of a Trust Certificate become a party
hereto with like effect as though a Signing Shareholder and shall be embraced
within the meaning of the terms "Trust Certificate holder" or "holder of a Trust
Certificate" wherever used herein.
4. Lost Trust Certificate. The holder of any Trust Certificate shall
immediately notify the Trustees of any loss, destruction or mutilation of the
same, and the Trustees may, in their discretion, cause a new Trust Certificate
to be issued to such holder for the same number of shares either upon the
surrender of the mutilated certificate or, in the case of loss or destruction,
upon satisfactory proof thereof and the giving of a bond in such form and amount
and with such sureties, if any, as the Trustees may require.
5. Title and Rights of Trustees. Title to all Common Shares of the
Company deposited hereunder shall remain vested in the Trustees, and title to
any new shares deposited hereunder may be transferred to the Trustees or their
nominees on the books of the Company, provided that as holders of such shares
the Trustees assume no liability as shareholders of the Company, their interest
therein and hereunder being as Trustees only. Nonetheless the Trustees shall,
in respect of all shares so held by them, possess and be entitled to exercise,
in their discretion, all rights of common shareholders of every kind and
character, including, but not limited to, the right to receive dividends on
said shares, the right to vote by proxy or otherwise such shares and to take
part in or consent in writing or otherwise to any corporate or shareholders'
action, including, but not limited to, the adoption of any amended Articles of
Incorporation or regulations of the Company or any amendment to such Articles
or regulations, the election of directors of the Company, the dissolution of
the Company, the
1
merger or consolidation of the Company with any other corporation, the sale or
other disposition of all, or substantially all, of the assets of the Company or
the creation of any new class of shares having priority over the Common Shares
in respect of dividends or liquidating distributions or otherwise; except that
they shall not sell, pledge, hypothecate, mortgage or place a lien or charge
upon any of the shares deposited hereunder or subject hereto.
6. Dividend and Comparable Rights of Trust Certificate Holder. The
registered holder of each Trust Certificate shall be entitled to receive as soon
as practicable after the receipt by the Trustees of each dividend on the shares
hereunder, the amount of the dividend so received by the Trustees in cash or in
kind upon the number of Common Shares specified in each Trust Certificate;
provided that the Trustees may, in their discretion, authorize and empower the
Company or its dividend disbursing agent to make payment or distribution of such
dividend directly to the registered holders of the outstanding Trust
Certificates. However, in the event that the Company shall issue any voting
shares of the Company by way of a stock split or a stock dividend then such
voting shares so issuable with respect to all shares held by the Trustees shall
be received and held by the Trustees and shall be deemed for all the purposes of
this Agreement to have been deposited hereunder, and the Trustees shall issue to
each registered holder of a Trust Certificate an additional Trust Certificate
evidencing his appropriate interest in the number of voting shares so received
and held. For the purposes of this Agreement, no shares having voting rights
only in certain events (such as, but not limited to, the occurrence of a default
in the payment of preferential dividends) shall be deemed to be voting shares.
7. Subscription Rights. In case any stock or other securities of the
Company are offered for subscription to the holders of shares of the Company
deposited hereunder, the Trustees, promptly upon receipt of notice of such
offer, shall mail or deliver a copy thereof to each registered holder of a Trust
Certificate. If at least five (5) days prior to the last day on which such
subscription can be made, the Trustee shall receive a request from any Trust
Certificate holder to subscribe in his behalf for a stated amount of such stock
or securities, together with the sum of money required to pay for the same, the
Trustees shall make such subscription and the necessary payment, and upon
receiving from the Company the stock or securities so subscribed for, shall
issue to such Trust Certificate holder a new Trust Certificate in respect
thereof if the same be voting shares, but if the same not be voting shares the
Trustees shall mail or deliver the stock or securities received from the Company
to the Trust Certificate holder in whose behalf the subscription is made or may
instruct the Company to make delivery thereof directly to said Trust Certificate
holder; provided, however, that if the aggregate amount of such stock or
securities which the Trustees shall be so requested to subscribe for shall
exceed the total amount which the Trustees have the right to subscribe for as
shareholders of the Company under the terms of the Company's offer, then the
Trustees shall first, on behalf of each requesting Trust Certificate holder,
subscribe for that amount which, under the terms of the Company's offer, he
would have had the right to subscribe for if he had held directly the number of
shares represented by his Trust Certificate or Certificates; and any balance of
such stock or securities then additionally available for subscription by the
Trustees shall be subscribed for on behalf of each additionally requesting Trust
Certificate holder in the proportion which the amount of his additional request
bears to the total amount of additional requests received by the Trustees.
8. Dissolution of Company. In the event of the dissolution or total
or partial liquidation of the Company, whether voluntary or involuntary, the
Trustees shall receive the moneys, securities, rights or property to which the
holders of shares of the Company deposited hereunder are entitled and shall
distribute the same among the registered holders of the Trust Certificates in
proportion to their interests as shown by the Trustees' books, or the Trustees
may in their discretion deposit the same with any bank or trust company doing
business in Cleveland, Ohio, with instructions to distribute the same as above
provided, and upon such deposit all further obligations or liabilities of the
Trustees in respect of the moneys, securities, rights or property so deposited
shall cease.
9. Reorganization of Company. In the event the Company is merged into
or consolidated with another corporation or all or substantially all of the
assets of the Company are transferred to another corporation, then and
thereafter the term "Company" for all purposes of this Agreement shall be taken
to include such other corporation, and the Trustees shall receive and hold under
this Agreement any. voting. shares of such other corporation received on account
of the stock held hereunder prior to such merger, consolidation or transfer.
Trust Certificates issued and outstanding under this Agreement at the time of
such merger, consolidation, or transfer may remain outstanding or the Trustees
may, in their discretion, substitute for such Trust Certificates new Trust
Certificates in appropriate form, the term "shares" as used herein shall be
taken to include any stock which may be received by the Trustees in lieu of all
or any part of the shares of the Company theretofore deposited hereunder.
10. Action by Trustees. No action will be taken without the agreement
of both Trustees. In the event the Trustees are unable to come to agreement, the
issue will be decided by a vote of all the Trust Certificate holders, with a
simple majority necessary for passage.
11. Receipts and Safekeeping. Xxxxxx X. Xxxxxxxxx, or such other
person, either corporate or individual, as the Trustees may from time to time
appoint for the purpose, shall have the authority and responsibility as agent of
the Trustees for receiving and safekeeping share certificates, securities and
other property or money deposited with or from time to time held by the
Trustees. Such person shall also be responsible for issuing Voting Trust
Certificates to the shareholders and notifying the Company's transfer agent of
any changes of records with respect to dividends.
12. Privileges and Responsibilities of Trustees. In voting the shares
deposited hereunder or in doing any act with respect to the control or
management of the Company or its affairs or in otherwise acting hereunder, the
Trustees shall
2
exercise their best judgment; but they assume no responsibility in respect to
any action taken by them or their agents, and no Trustee shall incur any
responsibility for any error or deed of commission or omission except for his
own willful misconduct. No Trustee shall be required to give any bond or other
security for the discharge of his duties. Any Trustee may act as a director or
officer of the Company or of any affiliated company and may vote for himself as
such director or officer, and he or any company or firm with which he may be
connected as shareholder, director, officer or partner or otherwise may contract
with the Company or with any company or firm affiliated with it or be or become
pecuniarily interested in any matter or action to which the same may be a party
or in which the same may in any way be interested as fully as though he were not
a Trustee. Any Trustee may be a holder of or interested in Trust Certificates
issued hereunder.
13. Successor Trustees. Each Signing Shareholder shall, after his
signature, add the last initial of the ancestor of such Signing Shareholder who
was a child of Xxxxxxx X. Xxxxx, Xx. A Trustee may only be removed by a writing
signed by a majority in interest of the Certificate holders who are issue
(including children by adoption), spouse or spouse of issue of the same child of
Xxxxxxx X. Xxxxx, Xx. as the original named Trustee or the Trustee with respect
to whom the Trustee is a successor. Any Trustee may resign in writing. Any such
resignation or removal shall take effect at a time fixed in the writing not less
than thirty (30) days after the same is delivered to the other Trustees or
Trustee, or at such earlier time as shall be accepted by all of the Trustees.
Upon any such resignation, removal or the death or incapacity of a Trustee to
act, the vacancy so occurring shall be filled by a person elected by the
majority in interest of the Certificate holders who are issue (including
children by adoption), spouse or spouse of issue of the same child of Xxxxxxx X.
Xxxxx, Xx. as the original named Trustee. Such election shall be made at a
meeting called by the remaining Trustees or Trustee for that purpose by notice
given to each Certificate holder eligible to vote not less than ten (10) nor
more than thirty (30) days prior thereto. Each and every successor Trustee
elected in accordance with this paragraph shall have the powers, duties,
privileges, responsibilities and authority of an original Trustee named herein.
No Trustee shall be liable for the acts or omissions of any predecessor Trustee.
14. Period of Trust. This Agreement shall continue in force for a
period of five (5) years from the date first above written unless sooner
terminated as hereinafter provided, and may be extended for an additional
period of not more than ten (10) years by depositing with the Trustees on or
before the expiration of the original five (5) year period either (a) an
agreement of extension, which may be executed in one instrument or in several
counterparts, signed by the holders of Trust Certificates representing not less
than eighty-five percent (85%) of the shares deposited hereunder, or (b) a
certificate signed by the Secretary of the meeting, certifying that at a
meeting duly called and held for the purpose of considering such extension, at
a place in Cuyahoga County, Ohio, specified in a notice given either by the
Trustees, or a Trust Certificate holder, not less than ten (10) nor more than
thirty (30) days prior to such meeting to each Trust Certificate holder
hereunder, the holders of Trust Certificates representing not less than
eighty-five percent (85%) of the shares deposited hereunder voted in favor of
said extension. Such extension of this Agreement shall be binding upon all
Trust Certificate holders. Any Trust Certificate holder shall, during
reasonable business hours, have access to the books of the Trustees containing
the record of the name and addresses of Trust Certificate holders and the
number of shares represented by their certificates.
15. Early Termination. At any time during the original five (5) year
period, or any extension thereof, the Trustees may terminate this trust by
notice to the certificate holders, which notice shall provide for the time and
manner of delivery of certificates for shares of stock of the Company upon
surrender of the Trust Certificates.
16. Partial Return of Shares. At any time or times before the
termination of this trust, the Trustees may return any number of shares of the
Company deposited with them to a Trust Certificate holder or holders free and
clear of the trust, provided that the following procedure shall be observed. The
Trustees shall first notify all the Trust Certificate holders in writing of the
number of shares which they intend to return. Within thirty (30) days after the
receipt of such notice, each Trust Certificate holder who wishes any of his
shares to be returned to him shall surrender his Trust Certificate or
Certificates to the Trustees for cancellation in an amount equivalent to the
number of shares he wishes returned. If the total number of shares for which
Trust Certificates are so surrendered within such thirty (30) days is not more
than the total number of shares the Trustees have decided to return, they shall
cancel each Trust Certificate so surrendered in an amount equivalent to the
number of shares to be returned to the holder of that certificate and shall
cause a stock certificate or certificates for that number of shares of stock of
the Company to be issued and delivered to him or his nominee. If the total
number of shares for which Trust Certificates are so surrendered within such
thirty (30) days is more than the total number of shares the Trustees have
decided to return, they shall cancel each Trust Certificate so tendered in an
amount equivalent to that proportion of the number of shares requested by that
holder which the number of shares they have decided to return bears to the total
number of shares requested by all Trust Certificate holders who tender their
Trust Certificates. In no event before termination of the trust shall the
Trustees return any shares to a certificate holder who has not tendered his
Trust Certificate for cancellation.
17. Amendments. If at any time the Trustees shall deem it desirable to
amend this Agreement in any respect, they shall submit such amendment to the
Trust Certificate holders for their approval at a meeting of such holders which
shall be called for that purpose, notice of which shall be given not less than
ten (10) nor more than thirty (30) days prior to such meeting, and shall state
that the purpose of the meeting is to consider the amendment of this Agreement
and shall be accompanied by a copy of the proposed amendment. If at such meeting
the proposed amendment, or any modification thereof, shall be approved by the
affirmative vote, given in person or by proxy, of the holders of Trust
Certificates representing eighty-five percent (85%) or more of the shares then
deposited under this Agreement, a certificate to that effect
3
shall bee signed by the Secretary of the meeting and filed with the Trustees.
Upon such approval and the filing of said certificate, the amendment as so
approved shall be and become a part of this Agreement and shall be binding upon
all Trust Certificate holders with like force and effect as if originally
incorporated herein.
18. Delivery of Shares on Termination.
(a) Upon termination of this Agreement, whether by expiration
of time or the act of the Trustees as hereinabove provided, the Trustees shall
deliver to each Trust Certificate holder upon surrender of his Trust
Certificates accompanied, if required by the Trustees, by properly executed
transfers thereof to the Trustees and upon payment by such holder of any and
all transfer taxes payable on such transfer, a certificate or certificates for
Common Shares of the stock of the Company either registered in the name of the
Trust Certificate holder or endorsed in blank or for transfer to the name of
such holder or his nominee for the number of shares represented by the Trust
Certificate or Certificates so surrendered.
(b) In case, on or after the termination of this Agreement,
the Trustees shall deposit with any bank or trust company in Cuyahoga County,
Ohio , share certificates either properly endorsed in blank or registered in
the names of holders of Trust Certificates hereunder, each for the number of
Common Shares of the Company represented by a Trust Certificate outstanding,
with authority in writing to the bank or trust company to deliver said share
certificates in exchange for Trust Certificates when and as surrendered for
exchange as hereinabove provided and shall give not less than ten (10) days
notice thereof to all Trust Certificate holders affected thereby, then all
further liability of the Trustees, and each of them, for the delivery of share
certificates in exchange for Trust Certificates or otherwise hereunder shall
cease.
(c) At any annual or special meeting of the shareholders of
the Company and after termination of this Agreement, the Trustees may, but shall
not be required to, vote any shares of the Company then standing in their names
on the books of the Company deliverable to the holders of Trust Certificates who
shall not have presented their Trust Certificates for exchange as hereinabove
provided.
19. Notice. Each notice provided for in this Agreement shall be in
writing and signed by the person giving the same or his duly authorized
representative, except that a parent or guardian may sign for a minor child, and
a notice by the Trustees shall be signed by not less than a majority of the
Trustees then qualified to act; and each such notice shall either be delivered
personally to the person to whom it is addressed or shall be mailed to him,
postage prepaid, to his last known residence address, provided that personal
delivery to a parent or guardian of a minor child shall be sufficient delivery
to the child, and further provided that a notice to any one Trustee shall be
sufficient notice to all, unless only one Trustee has received the notice and
that Trustee has the same initial after his signature as does the person giving
the notice.
20. Partial Invalidity. The invalidity or nonenforceability of any
term or provision of this Agreement or of the Trust Certificates shall not in
any way impair or affect the balance thereof, which shall remain in full force
and effect.
21. Ohio Law. This Agreement and the Trust Certificates shall be
construed in accordance with and shall be governed by the laws of the State of
Ohio.
22. Execution. This Agreement may be executed in any number of
counterparts, each of which, when executed, shall be deemed to be an original
and all of which together shall constitute but one and the same instrument;
provided that this Agreement shall not become effective until and unless it
shall have been so executed by the holders of at least 1,350,000 shares, and
thereupon this Agreement shall inure to the benefit of, and be binding upon, all
persons executing it and their respective heirs, executors, administrators,
legatees and assigns.
IN WITNESS WHEREOF, the Trustees have signed this Voting Trust
Agreement as of the day and year first above written, and the Signing
Shareholders have become parties hereto in the manner hereinbefore provided.
/s/ Xxxxxx Xxxxxxx
-------------------------
Xxxxxx Xxxxxxx
/s/ Xxxxxxx X. Xxxxx, III
-------------------------
Xxxxxxx X. Xxxxx, III
4
VOTING TRUST AGREEMENT
FROM FEBRUARY 1, 1997 TO JANUARY 31, 2002
NUMBER
SHAREHOLDER OF SHARES
----------- ---------
/s/ X.X. Xxxxx, Xx. 273,267 CHS
-------------------------
X.X. Xxxxx, Xx.
/s/ Xxxxxxxx Xxxxx 1,500 CHS
-------------------------
Xxxxxxxx Xxxxx
National City Bank, and its
successors, as trustee of
Fund A-1 under the trust
agreement between Xxxx X. Xxxxx
and National City Bank as trustee
dated December 8, 1981 as amended
and restated on September 16, 1989
By: /s/ X.X. Xxxxxxx, Xx. 112,354 CHS
-------------------------
Senior Vice President
National City Bank, and its
successors, as trustee of
Fund B under the trust
agreement between Xxxx X. Xxxxx
and National City Bank as trustee
dated December 8, 1981 as amended
and restated on September 16 1989.
By: /s/ X.X. Xxxxxxx, Xx. 41,313 CHS
-------------------------
Senior Vice President
5
VOTING TRUST AGREEMENT
FROM FEBRUARY 1, 1997 TO JANUARY 31, 2002
NUMBER
SHAREHOLDER OF SHARES
----------- ---------
/s/ X. X. Xxxxx, III 57,237 CHS
---------------------------------------
X. X. Xxxxx, III
/s/ X. X. Xxxxx, III 2,863 CHS
---------------------------------------
X. X. Xxxxx, III, Cust UGMA Ohio
fbo Xxxxxxxx X. Xxxxx
/s/ X. X. Xxxxx, III Trustee 14,250 CHS
---------------------------------------
X. X. Xxxxx, III, TTEE U/A dtd 09/16/89
fbo Xxxxxxxx X. Xxxxx
/s/ X. X. Xxxxx, III 2,738 CHS
---------------------------------------
X.X. Xxxxx, III, Cust UGMA Ohio
fbo C. Xxxxx Xxxxx
/s/ X. X. Xxxxx, III Trustee 14,250 CHS
---------------------------------------
X. X. Xxxxx, III, TTEE U/A dtd 09/16/89
fbo C. Xxxxx Xxxxx
/s/ Xxxxx Xxxxxx Xxxxx 1,575 CHS
---------------------------------------
Xxxxx Xxxxxx Xxxxx
6
VOTING TRUST AGREEMENT
FROM FEBRUARY 1, 1997 TO JANUARY 31, 2002
NUMBER
SHAREHOLDER OF SHARES
----------- ---------
/s/ Xxxxxxx Xxxxxxxx 59,741 CHS
-------------------------
Xxxxxxx Xxxxxxxx
/s/ Xxxxxx X. Xxxxxx, III 9,738 CHS
-------------------------
Xxxxxx X. Xxxxxx, III
/s/ Xxxxxxx Xxxxxxxx 7,125 CHS
-------------------------
Xxxxxxx Xxxxxxxx, TTEE U/A dtd
fbo Xxxxxx X. Xxxxxx, III
/s/ Xxxxxx X. Xxxxxx III 250 CHS
-------------------------
Xxxxxx X. Xxxxxx, III, Cust UGMA Ohio
fbo Skyler X. Xxxxxx
/s/ Xxxx X. Xxxxxx 2,613 CHS
-------------------------
Xxxx X. Xxxxxx
/s/ Xxxxxxx Xxxxxxxx 14,250 CHS
-------------------------
Xxxxxxx Xxxxxxxx TTEE U/A dtd 09/16/89
fbo Xxxx X. Xxxxxx
/s/ Xxxxxxx Xxxxxxxx 2,613 CHS
-------------------------
Xxxxxxx Xxxxxxxx, Cust UGMA Ohio
fbo Xxxx X. Xxxxxx
/s/ Xxxxxxx Xxxxxxxx 14,250 CHS
-------------------------
Xxxxxxx Xxxxxxxx, TTEE U/A dtd 09/16/89
fbo Xxxx X. Xxxxxx
/s/ Xxxxxxx Xxxxxxxx 2,613 CHS
-------------------------
Xxxxxxx Xxxxxxxx, Cust UGMA Ohio
fbo Xxxxx X Xxxxxx
/s/ Xxxxxxx Xxxxxxxx 14,250 CHS
-------------------------
Xxxxxxx Xxxxxxxx, TTEE /A dta 09/16/89
fbo Xxxxx X. Xxxxxx
7
VOTING TRUST AGREEMENT
FROM FEBRUARY 1, 1997 TO JANUARY 31, 2002
NUMBER
SHAREHOLDER OF SHARES
----------- ---------
/s/ Xxxxxx X. Xxxxxx, Xx. 225 CHS
-------------------------
Xxxxxx X. Xxxxxx, Xx.
8
VOTING TRUST AGREEMENT
FROM FEBRUARY 1, 1997 TO JANUARY 31, 2002
Number
Shareholder of Shares
----------- ---------
/s/ Xxxxxx X. Xxxxx 67,250 CHS
-------------------
Xxxxxx X. Xxxxx
/s/ Xxxxxxx Xxx Xxxxx 2,205 CHS
---------------------
Xxxxxxx Xxx Xxxxx
/s/ Xxxxxx X. Xxxxx 2,426 CHS
-------------------
Xxxxxx X. Xxxxx, Cust for UGMA Ohio
fbo Xxxxxx X. Xxxxx, Xx.
/s/ Xxxxxx X. Xxxxx 15,000 CHS
-------------------
Xxxxxx X. Xxxxx, TTEE U/A dtd 09/16/89
fbo Xxxxxx X. Xxxxx
/s/ Xxxxxx X. Xxxxx 2,426 CHS
-------------------
Xxxxxx X. Xxxxx, Cust UGMA Ohio
fbo Xxxxxxx Xxxx Xxxxx
/s/ Xxxxxx X. Xxxxx 15,000 CHS
-------------------
Xxxxxx X. Xxxxx, TTEE U/A dtd 09/16/89
fbo Xxxxxxx Xxxx Xxxxx
/s/ Xxxxxx X. Xxxxx 2,426 CHS
-------------------
Xxxxxx X. Xxxxx, Cust UGMA Ohio
fbo Xxxxxxxxx Xxxxx Xxxxx
/s/ Xxxxxx X. Xxxxx 15,000 CHS
-------------------
Xxxxxx X. Xxxxx, TTEE U/A dtd 09/16/89
fbo Xxxxxxxxx Xxxxx Xxxxx
signed on Jan. 7, 1997
9
VOTING TRUST AGREEMENT
FROM FEBRUARY 1, 1997 TO JANUARY 31, 2002
Number
Shareholder of Shares
----------- ---------
/s/ Xxxxxxx X. Xxxxxxxxx 433,719 PSG
------------------------
Xxxxxxx X. Xxxxxxxxx, TTEE U/TR dtd 6/24/87
Xxxxxxx X. Xxxxxxxxx, Grantor
/s/ Xxxxxx X. Xxxxxxxxx 137,588 PSG
-----------------------
Xxxxxx X. Xxxxxxxxx, TTEE, U/TR dtd 6/24/87
Xxxxxx X. Xxxxxxxxx, Grantor
/s/ Xxxxxxx X. Xxxxxxxxx 87,755 PSG
------------------------
Xxxxxxx X. Xxxxxxxxx
/s/ Xxxxxx Xxxxxxxxx 400 PSG
--------------------
Xxxxxx Xxxxxxxxx
/s/ Xxxxxx X. Xxxxxxxxx 3,375 PSG
-----------------------
Xxxxxx X. Xxxxxxxxx
/s/ Xxxxxxx X. Xxxxxxxxx 3,375 PSG
------------------------
Xxxxxxx X. Xxxxxxxxx, Cust UGMA Ohio
fbo Xxxxxx X Xxxxxxxxx
/s/ Xxxxxxx X. Xxxxxxxxx 3,375 PSG
------------------------
Xxxxxxx X. Xxxxxxxxx, Cust UGMA Ohio
fbo Xxxxxxx X. Xxxxxxxxx
/s/ Xxxxx Xxxxxx 400 PSG
----------------
Xxxxx Xxxxxx
/s/ Xxxxxxx X. Xxxxxxxxx 400 PSG
-------------------------
Xxxxxxx X. Xxxxxxxxx, Cust UGMA Ohio
fbo Xxxxxx Xxxxxx
10
VOTING TRUST AGREEMENT
FROM FEBRUARY 1, 1997 TO JANUARY 31, 2002
Number
Shareholder of Shares
----------- ---------
/s/ Xxxxxx X. Xxxxxxx 59,099 PSG
---------------------
Xxxxxx X. Xxxxxxx
/s/ Xxxxxxxx X. Xxxxxxx 3,375 PSG
----------------------
Xxxxxxxx X. Xxxxxxx
/s/ Xxxxxx X. Xxxxxxx 2,633 PSG
---------------------
Xxxxxx X. Xxxxxxx, Cust UGMA Ohio
fbo Xxxxx X. Xxxxxxx
/s/ Xxxxx X. Xxxxxxx 51,844 PSG
--------------------
Xxxxx X. Xxxxxxx
/s/ Xxxxx X. Xxxxxxx 9,450 PSG
--------------------
Xxxxx X. Xxxxxxx, Cust UGMA Ohio
fbo Xxxxxx X. Xxxxxxx, Xx.
11
VOTING TRUST AGREEMENT
FROM FEBRUARY 1, 1997 TO JANUARY 31, 2002
Number
Shareholder of Shares
----------- ---------
National City Bank TTEE U/A
FRW/CHS #00-0000000 171,202 CHS
By /s/ X.X. Xxxxxxx, Xx.
------------------------
SENIOR VICE PRESIDENT
National City Bank TTEE U/A 171,207 PSG
FRW/PSG #00-0000000
By /s/ X.X. Xxxxxxx, Xx.
------------------------
SENIOR VICE PRESIDENT
12
VOTING TRUST AGREEMENT
FROM FEBRUARY 1, 1997 TO JANUARY 31, 2002
Number of
Shareholder Shares
----------- ------
Xxxxxxx Xxxxx Xxxxx, Xx. Foundation 77,963
By /s/ X.X. Xxxxx, Xx.
----------------------
X.X. Xxxxx, Xx., President
/s/ Xxxxxxx X. Xxxxxxxxx
------------------------
Xxxxxxx X. Xxxxxxxxx, Vice President
/s/ Xxxxxxx X. Xxxxx
--------------------
Xxxxxxx X. Xxxxx, Vice President
/s/ Xxxxxx X. Xxxxxxxxx
-----------------------
Xxxxxx X. Xxxxxxxxx, Secretary-Treasurer
13
SUMMARY
VOTING TRUST CERTIFICATE DISTRIBUTION
FEBRUARY 1, 1997
INDIVIDUAL SHARES SUBTOTAL TOTAL %
---------- ------ -------- -------
X.X. Xxxxx, Xx. 273,267
Xxxxxxxx Xxxxx 1,500
National City Bank
Fund A RDS 112,354
National City Bank
Fund B RDS 41,313
FRW Trust, CHS 171,202
-------------------------------------------------
Subtotal Beneficial Family 599,636 11.70%
--------------------------------------------------------------------------------
X.X. Xxxxx, III 57,237
Xxxxx Xxxxx 1,575
Xxxxxxxx X. Xxxxx (Cust) 2,863
Xxxxxxxx X. Xxxxx (TTEE) 14,250
C. Xxxxx Xxxxx (Cust) 2,738
C. Xxxxx Xxxxx (TTEE) 14,250
Xxxxxxx Xxxxxxxx 59,741
Xxxxxx X. Xxxxxx, Xx. 225
Xxxxxx X. Xxxxxx, III 9,738
Xxxxxx X. Xxxxxx, III (TTEE) 7,125
Skyler X. Xxxxxx 250
Xxxx X. Xxxxxx 2,613
Xxxx X. Xxxxxx (TTEE) 14,250
Xxxx X. Xxxxxx (Cust) 2,613
Xxxx X. Xxxxxx (TTEE) 14,250
Xxxxx X. Xxxxxx (Cust) 2,613
Xxxxx X. Xxxxxx (TTEE) 14,250
Xxxxxx X. Xxxxx 67,250
Xxxxxxx Xxx Xxxxx 2,205
Xxxxxx X. Xxxxx, Xx. (Cust) 2,426
Xxxxxx X. Xxxxx, Xx. (TTEE) 15,000
Xxxxxxx Xxxx Xxxxx (Cust) 2,426
Xxxxxxx Xxxx Xxxxx (TTEE) 15,000
Xxxxxxxxx Xxxxx Xxxxx (Cust) 2,426
Xxxxxxxxx Xxxxx Xxxxx (TTEE) 15,000
-------------------------------------------------
Subtotal Other Family 342,314 6.68%
--------------------------------------------------------------------------------
Total Xxxxx Family 941,950 18.37%
================================================================================
14
INDIVIDUAL SHARES SUBTOTAL TOTAL %
---------- ------ -------- -------
Xxxxxxx X. Xxxxxxxxx (TTEE) 433,719
Xxxxxx X. Xxxxxxxxx (TTEE) 137,588
FRW Trust, PSG 171,207
Subtotal Beneficial Holdings 742,514 14.48%
--------------------------------------------------------------------------------
Xxxxxxx X. Xxxxxxxx 87,755
Xxxxxx X. Xxxxxxx 59,099
Xxxxx X. Xxxxxxx 51,844
Xxxxxx Xxxxxxxxx 400
Chiistie X. Xxxxxxx 3,375
Xxxxx X. Xxxxxxx (Cust) 2,633
Xxxxxx X. Xxxxxxxxx 3,375
Xxxxxx X. Xxxxxxxxx (Cust) 3,375
Xxxxxxx X. Xxxxxxxxx (Cust) 3,375
Xxxxxx X. Xxxxxxx Xx. (Cust) 9,450
Xxxxx Xxxxxx 400
Xxxxxx Xxxxxx (Cust) 400
Subtotal Other Family 225,481 4.40%
--------------------------------------------------------------------------------
Total Xxxxxxxx Family 967,995 18.88%
================================================================================
15
