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This AGREEMENT dated as of April 17, 1998 is made and entered
into by and between Xxxxxx-Field Health Products, Inc., a Delaware corporation
(the "Company"), and each of the stockholders of the Company listed on the
signature pages hereto (the "Xxxxx Family Stockholders").
WHEREAS, the Company and the Xxxxx Family Stockholders have
entered into a Stockholders Agreement, dated as of September 5, 1997, by and
among the Company, the Xxxxx Family Stockholders, Xxxxx Xxxxxxxx, BIL (Far East
Holdings) Limited and BIL Securities (Offshore) Ltd. (the "Stockholders
Agreement");
WHEREAS, the Company and the Xxxxx Family Stockholders have
entered into a Registration Rights Agreement, dated as of September 5, 1997 (the
"Registration Rights Agreement"); and
WHEREAS, the Company and the Xxxxx Family Stockholders wish to
terminate the Stockholders Agreement and to enter into alternative arrangements;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth in this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. Definitions. Except as otherwise specifically indicated,
the following terms have the following meanings for all purposes of this
Agreement:
"Affiliate" shall have the meaning assigned thereto in Rule
405, as presently promulgated under the Securities Act.
"beneficially owns" (or comparable variations thereof) has the
meaning set forth in Rule 13d-3 promulgated under the Exchange Act.
"Board of Directors" means the Board of Directors of the
Company.
"Change of Control" means the occurrence of any of the
following: (i) the sale, lease, transfer, conveyance or other disposition (other
than by way of merger or consolidation), in one or series of related
transactions, of all or substantially all of the assets of the Company and its
Subsidiaries taken as a whole to any "person" (as such term is used in Section
13(d)(3)
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of the Exchange Act) other than an Exempt Person, (ii) the adoption of a plan
relating to the liquidation or dissolution of the Company, (iii) the
consummation of any transaction (including, without limitation, any merger or
consolidation) the result of which is that any "person" (as defined above),
other than an Exempt Person, becomes the "beneficial owner" (as such term is
defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that a
person shall be deemed to have "beneficial ownership" of all securities that
such person has the right to acquire, whether such right is currently
exercisable or is exercisable only upon the occurrence of a subsequent
condition), directly or indirectly, of 50% or more of the Voting Securities of
the Company (measured by Voting Power rather than number of shares), (iv) during
any period of 12 consecutive months after the date of this Agreement,
individuals who at the beginning of any such 12-month period constituted the
Board of Directors of the Company, together with any Continuing Directors, cease
for any reason to constitute a majority of the Board of Directors of the Company
then in office; and (v) the Company consolidates with, or merges with or into,
any Person or sells, assigns, conveys, transfers, leases or otherwise disposes
of all or substantially all of its assets to any Person, or any Person
consolidates with, or merges with or into, the Company, in any such event
pursuant to a transaction in which any of the outstanding Voting Stock of the
Company is converted into or exchanged for cash, securities or other property,
other than any such transaction where the Voting Securities of the Company
outstanding immediately prior to such transaction is converted into or exchanged
for Voting Securities of the surviving or transferee Person constituting a
majority of the outstanding shares of such Voting Stock of such surviving or
transferee Person (immediately after giving effect to such issuance), but only
if the condition specified in clause (iv) also has occurred.
"Continuing Director" means (i) any individual serving as a
member of the Board of Directors at the time of this Agreement for so long as
such individual is a member of the Board of Directors, and (ii) any individual
who is recommended or elected to serve as a member of the Board of Directors by
at least a majority of the Continuing Directors then in office, for so long as
such individual is a member of the Board of Directors.
"DGCL" means the General Corporation Law of the State of
Delaware.
"Equity Securities" means Voting Securities, Convertible
Securities and Rights to Purchase Voting Securities.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated
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thereunder.
"Exempt Person" means the Company or any employee benefit plan
or stock ownership plan of either the Company or any of its subsidiaries.
"Liens" means any lien, claim, mortgage, encumbrance, pledge,
security interest, equity or charge of any kind.
"Person" means any individual, corporation, partnership,
trust, other entity or group (within the meaning of Section 13(d)(3) of the
Exchange Act).
"Representatives" of any entity means such entity's directors,
officers, employees, legal, investment banking and financial advisors,
accountants and any other agents and representatives of such entity.
"Restricted Group" means (i) any Xxxxx Family Stockholder,
(ii) any and all Persons directly or indirectly controlled by or under common
control with any Xxxxx Family Stockholder, (iii) if such Xxxxx Family
Stockholder is an individual, (a) any member of such Xxxxx Family Stockholder's
family (including any spouse, parent, sibling, child, grandchild or other lineal
descendant, including adoptive children), (b) the heirs, executors, personal
representatives and administrators of any of the foregoing persons, (c) any
trust established for the benefit of any of the foregoing persons and (d) any
charitable foundations established by any of the foregoing persons, and (iv) any
and all groups (within the meaning of Section 13(d)(3) of the Exchange Act) of
which any Xxxxx Family Stockholder or any Person directly or indirectly
controlling, controlled by or under common control with such Xxxxx Family
Stockholder is a member, other than any such group not acting for the purpose of
acquiring, holding or beneficially owning Equity Securities.
"Securities Act" means the Securities Act of 1933, as amended,
and the rules and regulations promulgated thereunder.
"Subsidiary" means any Person in which the Company or the
Xxxxx Family Stockholders, as the case may be, directly or indirectly through
Subsidiaries or otherwise, beneficially owns more than fifty percent (50%) of
either the equity interest in, or the Voting Power of, such Person.
"Voting Power" means, with respect to any Outstanding Voting
Securities, the highest number of votes that the holders of all such Outstanding
Voting Securities would be entitled to cast for the election of directors or on
any other matter (except to the extent such voting rights are dependent upon
events of
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default or bankruptcy), assuming, for purposes of this computation, the
conversion or exchange into Voting Securities of Convertible Securities (whether
presently convertible or exchangeable or not) and the exercise of Rights to
Purchase Voting Securities (whether presently exercisable or not), in either
case to the extent that any such action would increase the number of such votes.
"Voting Securities" means the Company Common Stock and any
other securities of the Company of any kind or class having power generally to
vote for the election of directors; "Convertible Securities" means securities of
the Company which are convertible or exchangeable (whether presently convertible
or exchangeable or not) into Voting Securities; "Rights to Purchase Voting
Securities" means options and rights issued by the Company (whether presently
exercisable or not) to purchase Voting Securities or Convertible Voting
Securities; and "Outstanding Voting Securities" means at any time the then
issued and outstanding Voting Securities, Convertible Securities (which shall be
counted at the maximum number of Voting Securities for which they can be
converted or exchanged) and Rights to Purchase Voting Securities (which shall be
counted at the maximum number of Voting Securities for which they can be
exercised).
2. Termination of Stockholders Agreement; Continuation of
Registration Rights Agreement. The Stockholders Agreement is hereby terminated
in all respects. The Registration Rights Agreement will continue in full force
and effect in accordance with its terms. In connection with any transaction
permitted pursuant to this Agreement, the Company shall or shall cause any
legend not otherwise required by applicable law to be promptly removed from
certificates evidencing Equity Securities.
3. Board of Directors. Effective as of the date of this
Agreement, J. Xxx Xxxxx hereby resigns his seat on the Board of Directors and
the Xxxxx Family Stockholders relinquish their entitlement, pursuant to the
Stockholders Agreement, to a seat on the Board of Directors; provided that J.
Xxx Xxxxx is not prohibited from becoming a director of the Company in the
future following a Change in Control.
4. Press Release. Prior to the opening of the New York Stock
Exchange on April 20, 1998, the Company will issue a press release in the form
of Exhibit A attached hereto (the "Press Release").
5. Purchases of Company Common Stock. Commencing on the second
business day following the issuance of the Press Release, the Xxxxx Family
Stockholders intend, subject to market
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conditions and to the extent permitted by applicable laws, to initiate, within a
two-week period (the "Purchase Period"), the purchase in the open market of up
to a number of shares of common stock, par value $.025 per share, of the Company
(the "Company Common Stock"), equal to the greater of (i) 370,000 shares of
Company Common Stock and (ii) a number of shares of Company Common Stock which,
when added to the Xxxxx Family Stockholders current holdings, will not exceed
10% of the Voting Power of the Outstanding Voting Securities (the "Stock
Purchases").
6. Limitation on Acquisition of Equity Securities. For a
period of five (5) years from the date of this Agreement, other than any Stock
Purchases completed during the Purchase Period, no Xxxxx Family Stockholder
shall, directly or indirectly, purchase or acquire, or make any offer to or
agree to purchase or acquire, beneficial ownership of any additional Equity
Securities if, after giving effect to such purchase or acquisition, the
beneficial ownership of Company Common Stock by the Xxxxx Family Stockholders
would exceed ten percent (10%) of the Voting Power of the Outstanding Voting
Securities, except for acquisitions by way of stock dividends, stock splits or
other distributions or offerings made available to holders of Company Common
Stock generally.
7. Standstill. For a period of five (5) years from the date of
this Agreement, but only during such periods as members of the Restricted Group
own in the aggregate five percent (5%) of the Voting Power of the Outstanding
Voting Securities, no member of the Restricted Group will, and they will not
assist or encourage others (including by providing financing) to, directly or
indirectly (i) acquire or agree, offer, seek or propose (whether publicly or
otherwise) to acquire ownership (including but not limited to beneficial
ownership) of any substantial portion of the assets or Equity Securities of the
Company, whether by means of a negotiated purchase of assets, tender or exchange
offer, merger or other business combination, recapitalization, restructuring or
other extraordinary transaction (a "Business Combination"), or (ii) engage in
any "solicitation" of "proxies" (as such terms are used in the proxy rules
promulgated under the Exchange Act, but disregarding clause (iv) of Rule 14
1(1)(2) and including any exempt solicitation pursuant to Rule 14a-2(b)(1) or
(2)), or form, join or in any way participate in a "group" (as defined under the
Exchange Act), other than a group consisting solely of members of the Restricted
Group, with respect to any Equity Securities; provided that the Xxxxx Family
Stockholders will be free to (x) tender their shares of Company Common Stock in
connection with a third party tender or exchange offer for the Company
regardless of whether such tender offer is recommended by the Board of
Directors, (y) participate in any other offer made generally to
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holders of any class of Equity Securities and (z) conduct a "solicitation" of
"proxies" of other members of the Restricted Group. No member of the Restricted
Group will request the Company or any of its Representatives to amend or waive
any provision of this paragraph (including this sentence) or Section 5. Nothing
contained in this Section 7 is intended to or shall limit the rights of the
Xxxxx Family Stockholders to purchase additional Equity Securities as permitted
by Section 6, to vote their Equity Securities as provided in Section 8(b) or to
dispose of their Equity Securities to a person engaged in activities described
in clause (i) or (ii) above or otherwise.
8. Ownership and Voting of Company Shares. (a) Each Xxxxx
Family Stockholder represents and warrants to the Company that
such Stockholder owns, beneficially and of record, as of the
date hereof, the number of shares of Company Common Stock
listed on Schedule I hereto (collectively, the "Company
Shares"), subject to no rights of others and free and clear of
all Liens. Such Xxxxx Family Stockholder's right to vote or
assign, pledge, hypothecate or otherwise transfer or dispose
of (" Dispose" or a "Disposition") of the Company Shares
beneficially owned by such Xxxxx Family Stockholder is not
subject to any voting trust, voting agreement, voting
arrangement or proxy and such Xxxxx Family Stockholder has not
entered into any contract, option or other arrangement or
undertaking with respect thereto. The representations and
warranties in this Section 8(a) are subject to the rights,
Liens and arrangements relating to Xxxxx Holdings--I, L.P.,
The Xxxxxxxx Xxxxxxx Xxxxx Trust, The Xxxxxx Xxxxxx Xxxxx
Trust and The X.X. Xxxxx Foundation, Inc.
(b) Each Xxxxx Family Stockholder will, with respect to those
Company Shares that such Stockholder either owns of record on the record date
for voting at the 1998 Annual Meeting of Stockholders of the Company (the "1998
Annual Meeting") or special meeting of Company stockholders prior to the 1998
Annual Meeting or for granting any written consent in connection with the
solicitation of written consents in lieu of such a meeting or with respect to
which such Xxxxx Family Stockholder otherwise controls the vote, vote or cause
to be voted such shares (or execute written consents with respect to such
shares) (x) for the nominees recommended by the Board of Directors, (y) on all
other proposals of the Board of Directors, as the Restricted Group determines in
its sole discretion and (z) on all proposals of any other stockholder of the
Company, in accordance with the recommendation of the Board of Directors.
Notwithstanding the foregoing, (i) to the extent that any member of the
Restricted Group holds or is empowered to vote or to effect the voting of
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Voting Securities in a fiduciary or comparable capacity and, in the exercise of
such duties, such member of the Restricted Group determines that it is not
appropriate to vote such Voting Securities in accordance with the recommendation
of the Board of Directors as contemplated by clause (z) above, then such member
of the Restricted Group may vote such Voting Securities in such manner as he or
she determines is appropriate. The provisions of this paragraph (b) shall
terminate after the 1998 Annual Meeting, after which time the Restricted Group
shall be free to vote their shares in their absolute discretion.
9. No Litigation. (a) The Xxxxx Family Stockholders will not
commence any lawsuits against the Company or any of its former, current or
future officers, directors or Affiliates arising out of or related to matters
occurring on or prior to the date of this Agreement and will not become active
participants in any of the class action lawsuits currently pending against the
Company at the date of this Agreement (the "Current Class Action Lawsuits") or
any class action lawsuits that may be filed arising out of circumstances leading
or related to the Current Class Action Lawsuits; provided that the Xxxxx Family
Stockholders (i) may participate in any recovery to which they are entitled in
such class action lawsuits as stockholders of the Company, (ii) may participate
in depositions or interrogatories or otherwise act as witnesses or otherwise
participate to the extent required by applicable law, regulation or legal
process and (iii) may assert affirmative defenses and, to the extent they
determine in good faith that the Company's directors' and officers' insurance
and ability to provide indemnity will not be sufficient to hold them harmless in
the event of any litigation in which they are named as defendants, bring
counterclaims, cross-claims, claims for contribution and other assertions of
claims against the Company or any of its former, current or future officers,
directors or Affiliates if and when, as to any such counterclaims, cross-claims,
claims for contribution and other assertions of claims, it becomes necessary to
do so in light of applicable rules of procedure, statutes of limitation or other
time bars.
(b) Nothing contained in the immediately preceding paragraph
is intended to or shall limit or impair the existing contractual arrangements of
the Company or any of its Affiliates with the Xxxxx Family Stockholders or the
right of any Xxxxx Family Stockholder to share in the proceeds of the Company's
or its Affiliates' directors' and officers' insurance or benefit from rights to
indemnity provided under any state corporation law or the Company's or any
Affiliate's Certificate of Incorporation or Bylaws or other contractual
arrangements, or to limit or impair the right of any Xxxxx Family Stockholder to
enforce or seek redress for the breach of any of the foregoing rights.
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(c) The Company will not commence any lawsuits against any
Xxxxx Family Stockholder or any of their former, current or future officers,
directors, partners, trustees or Affiliates arising out of or related to matters
occurring on or prior to the date of this Agreement; provided that nothing in
this paragraph in intended to or shall limit or impair the Xxxxx Family
Stockholders' contractual arrangements with the Company or any of its Affiliates
or to limit or impair the right of the Company to enforce or seek redress for
the breach of any of such contractual arrangements.
10. Non-Disparagement. The Company and the Xxxxx Family
Stockholders will not hereafter make any oral or written statements or reveal
any information to any person, company or agency which is disparaging or
damaging to the reputation or business of the Company and/or any of its
Affiliates (and their respective former, current or future directors and
officers) or the Xxxxx Family Stockholders, respectively; provided that the
foregoing will not restrict any statement or revelation required by applicable
law, regulation or judicial process.
11. Xxxxx Family Stockholders' Schedule 13D. The Xxxxx Family
Stockholders will either (i) replace their existing Schedule 13D filing with a
Schedule 13G filing or (ii) amend their Schedule 13D filing to reflect the terms
of and transactions contemplated by this Agreement and will set forth in Item 4
of such Schedule 13D that the Xxxxx Family Stockholder hold their shares of
Company Common Stock as a "passive investor" for investment purposes only and
that they have no plans or proposals that would result in any of the events
listed in sections (a) through (j) of Item 4 of Schedule 13D. Similar statements
will be made in any other regulatory filings required in connection with the
Stock Purchases.
12. Amendment and Waiver. (a) This Agreement may be amended,
supplemented or modified only by a written instrument duly executed by or on
behalf of each party hereto.
(b) Any term or condition of this Agreement may be waived at
any time by the party that is entitled to the benefit thereof, but no such
waiver shall be effective unless set forth in a written instrument duly executed
by or on behalf of the party waiving such term or condition. No waiver by any
party of any term or condition of this Agreement, in any one or more instances,
shall be deemed to be or construed as a waiver of the same or any other term or
condition of this Agreement on any future occasion. All remedies, either under
this Agreement or by law or otherwise afforded, will be cumulative and not
alternative.
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13. Notices. All notices, requests and other communications
hereunder must be in writing and will be deemed to have been duly given only if
delivered personally or by facsimile transmission or mailed (first class postage
prepaid) to the parties at the following addresses or facsimile numbers:
If to any Xxxxx Family Stockholder, to:
c/o Fuqua Capital Corporation
One Atlantic Center
0000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxx, XX 00000
Facsimile No.: (000) 000-0000
Attn: J. Xxx Xxxxx
with a copy to:
Kramer, Levin, Naftalis & Xxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Facsimile No.: (000) 000-0000
Attn: Xxxxxx X. Xxxxxxxxx, Esq.
If to the Company, to:
Xxxxxx-Field Health Products, Inc.
000 Xxxxx Xxxxx Xxxx
Xxxxxxxxx, Xxx Xxxx 00000
Facsimile No.: (000) 000-0000
Attn: Xxxxxxx X. Xxxxxxx, Esq.
with a copy to:
Milbank, Tweed, Xxxxxx & XxXxxx
0 Xxxxx Xxxxxxxxx Xxxxx
Xxx Xxxx, XX 00000
Facsimile No.: (000) 000-0000
Attn: Xxxxxx X. Xxxxx, Esq.
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All such notices, requests and other communications will (i) if delivered
personally to the address as provided in this Section, be deemed given upon
delivery, (ii) if delivered by facsimile transmission to the facsimile number as
provided in this Section, be deemed given upon receipt, and (iii) if delivered
by mail in the manner described above to the address as provided in this
Section, be deemed given upon receipt (in each case regardless of whether such
notice, request or other communication is received by any other person to whom a
copy of such notice, request or other communication is to be delivered pursuant
to this Section). Any party from time to time may change its address, facsimile
number or other information for the purpose of notices to that party by giving
notice specifying such change to the other parties hereto.
14. Irrevocable Appointment of Agent. By the execution and
delivery of this Agreement, including counterparts hereof, each Xxxxx Family
Stockholder hereby irrevocably constitutes and appoints J. Xxx Xxxxx as the true
and lawful agent and attorney-in-fact of each such Xxxxx Family Stockholder
(such individual, or such other individual as Xxxxx Family Stockholders who own
a majority of the aggregate Equity Securities then owned by all the Xxxxx Family
Stockholders (the "Requisite Stockholders") shall designate in writing to the
Company from time to time, is herein referred to as the "Agent"), to do or
refrain from doing all such further acts and things, and to execute all such
documents, as the Agent shall deem necessary or appropriate in connection with
this Agreement. Unless there is no existing person that has been designated to
act as Agent by the Requisite Stockholders, all rights of the Xxxxx Family
Stockholders under this Agreement shall be exercised by the Xxxxx Family
Stockholders only through or by the Agent in his or her capacity as agent of the
Xxxxx Family Stockholders hereunder, and the Company shall not be required to
take directions from any other Stockholder for so long as such Agent continues
to serve and has not otherwise been removed as Agent pursuant to notice to the
Company from the Requisite Stockholders. If at any time no Person is serving as
Agent, the Company shall not be required to take action except upon the
direction of the Requisite Stockholders.
15. Entire Agreement. This Agreement supersedes all prior
discussions and agreements among the parties hereto with respect to the subject
matter hereof, and contains, together with the Registration Rights Agreement,
the sole and entire agreement among the parties hereto with respect to the
subject matter hereof.
16. No Third Party Beneficiary. The terms and provisions of
this Agreement are intended solely for the benefit
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of each party hereto, and it is not the intention of the parties to confer
third-party beneficiary rights upon any other Person.
17. No Assignment; Binding Effect. Neither this Agreement nor
any right, interest or obligation hereunder may be assigned by any parties
hereto without the prior written consent of the other party hereto and any
attempt to do so will be void. Subject to the preceding sentence, this Agreement
is binding upon, inures to the benefit of and is enforceable by the parties
hereto and their respective successors and assigns and legal representatives.
18. Specific Performance; Legal Fees. The parties acknowledge
that money damages are not an adequate remedy for violations of any provision of
this Agreement and that any party may, in such party's sole discretion, apply to
a court of competent jurisdiction for specific performance for injunctive or
such other relief as such court may deem just and proper in order to enforce any
such provision or prevent any violation hereof and, to the extent permitted by
applicable law, each party waives any objection to the imposition of such
relief. The parties hereto agree that, in the event that any party to this
Agreement shall bring any legal action or proceeding to enforce or to seek
damages or other relief arising from an alleged breach of any term or provision
of this Agreement by any other party, the prevailing party in any such action or
proceeding shall be entitled to an award of, and the other party to such action
or proceeding shall pay, the reasonable fees and expenses of legal counsel to
the prevailing party.
19. Headings. The headings used in this Agreement have been
inserted for convenience of reference only and do not define or limit the
provisions hereof.
20. Invalid Provisions. If any provision of this Agreement is
held to be illegal, invalid or unenforceable under any present or future law,
and if the rights or obligations of any party hereto under this Agreement will
not be materially and adversely affected thereby, (i) such provision will be
fully severable, (ii) this Agreement will be construed and enforced as if such
illegal, invalid or unenforceable provision had never comprised a part hereof
and (iii) the remaining provisions of this Agreement will remain in full force
and effect and will not be affected by the illegal, invalid or unenforceable
provision or by its severance herefrom.
21. Governing Law. Except to the extent that the DGCL is
mandatorily applicable to the rights and obligations of the parties, this
Agreement shall be governed by and construed in accordance with the laws of the
State of New York applicable to a
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contract executed and performed in such State, without giving effect to the
conflicts of laws principles thereof.
22. Consent to Jurisdiction and Service of Process. Each party
hereby irrevocably submits to the exclusive jurisdiction of the United States
District Court for the Southern District of New York or any court of the State
of New York located in the Borough of Manhattan in the City of New York in any
action, suit or proceeding arising in connection with this Agreement, 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 to the extent permitted by law), and agrees to delivery of
service of process by any of the methods by which notices may be given pursuant
to Section 13, with such service being deemed given as provided in such Section;
provided, however, that such consent to jurisdiction is solely for the purpose
referred to in this Section 22 and shall not be deemed to be a general
submission to the jurisdiction of said courts or in the State of New York other
than for such purpose. Nothing herein shall affect the right of any party to
serve process in any other manner permitted by law or to commence legal
proceedings or otherwise proceed against the other in any other jurisdiction.
23. Counterparts. This Agreement may be executed in any number
of counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument.
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IN WITNESS WHEREOF, each party hereto has signed this
Agreement, or caused this Agreement to be signed by its officer thereunto duly
authorized, as of the date first above written.
XXXXXX-FIELD HEALTH PRODUCTS, INC.
By: __________________________
Name:
Title:
___________________________________
X. X. XXXXX
___________________________________
J. XXX XXXXX
XXXXX HOLDINGS - I, L.P.
By: XXXXX HOLDINGS, INC., its
General Partner
By: _____________________
Name: J. Xxx Xxxxx
Title: President
THE XXXXXXXX XXXXXXX XXXXX TRUST
By: __________________________
Name: X. X. Xxxxx
Title: Trustee
THE XXXXXX XXXXXX XXXXX TRUST
By: __________________________
Name: X. X. Xxxxx
Title: Trustee
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THE X. X. XXXXX FOUNDATION, INC.
By: __________________________
Name: X. X. Xxxxx
Title: Chairman, President
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SCHEDULE I
Company Shares Owned by the Xxxxx Family Stockholders
Stockholder Number
----------- ------
X. X. Xxxxx 781,687
J. Xxx Xxxxx 651,299
Xxxxx Holdings - I, L.P. 768,600
The Xxxxxxxx Xxxxxxx Xxxxx Trust 337,770
The Xxxxxx Xxxxxx Xxxxx Trust 337,768
The X. X. Xxxxx Foundation, Inc. 146,366
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EXHIBIT A
Press Release
FOR IMMEDIATE RELEASE Contacts: Xxxxxx X. Xxxxxxxx
President and Chief
XXXXXX-FIELD HEALTH PRODUCTS, INC. Operating Officer
(000) 000-0000
000 XXXXX XXXXX XXXX
Xxxxxxx X. Xxxxxxx
HAUPPAUGE, NEW YORK 11788 Vice President and
General Counsel
(000) 000-0000
XXXXXX-FIELD ANNOUNCES AGREEMENT TO
ALLOW XXXXX FAMILY TO PURCHASE
ADDITIONAL SHARES OF COMMON STOCK OF
XXXXXX-FIELD IN THE OPEN MARKET
HAUPPAUGE, NEW YORK, April 20, 1998 - Xxxxxx-Field Health Products, Inc.
(NYSE-GFI), a manufacturer and supplier of healthcare products, today reported
that the Xxxxx family has informed the Company that it intends to purchase
additional shares of common stock of Xxxxxx-Field in the open market based on
current market prices in an amount not to exceed the greater of 370,000
additional shares of common stock of the Company or such amount which, when
added to the Xxxxx family's current holdings, will not exceed 10% of the voting
power of the Company's outstanding stock. Currently, the Xxxxx family owns
shares of common stock representing approximately 9% of the voting power of the
Company's outstanding stock. In order to facilitate the Xxxxx family's open
market purchases, the Xxxxxx-Field Board of Directors has approved termination
of the Stockholders Agreement with the Xxxxx family and entry into another
agreement incorporating certain of the provisions of such agreement so as to
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enable the Xxxxx family to purchase additional shares in the open market. In
addition, Xxxxxx-Field announced that J. Xxx Xxxxx has resigned from the Board
of Directors.
Xxxxx Xxxxxxxx, Chairman of the Board and Chief Executive Officer stated that
"J. Xxx Xxxxx has decided to leave our Board of Directors in order to give him
more time to pursue his many other interests. We will miss his wisdom and
foresight. I admire and respect X.X. Xxxxx and J. Xxx Xxxxx, and look forward to
their continued participation as major stockholders of Xxxxxx-Field. I am
pleased the Xxxxx family is interested in increasing their ownership in our
Company."
On December 30, 1997, Xxxxxx-Field acquired Xxxxx Enterprises, Inc, which
included the medical products business of Lumex, Basic American and Prism, all
leading companies in their respective markets. The Xxxxx acquisition has
positioned Xxxxxx-Field as one of the leading suppliers of durable medical
products in North America.
Xxxxxx-Field maintains distribution and manufacturing facilities throughout
North America. Xxxxxx-Field manufactures, markets and distributes more than
45,000 healthcare and rehabilitation products for hospital, long-term care,
assisted living, physician and home use to home healthcare, physician, hospital
supply and pharmaceutical distributors, retailers and wholesalers.
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-
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looking statements. This press release contains forward-looking statements based
on current expectations that could be affected by the risks and uncertainties
involved in Xxxxxx-Field's business. These risks and uncertainties include, but
are not limited to, the effect of economic and market conditions, the impact of
the consolidation of health care practitioners, the impact of health care
reform, opportunities for acquisitions and Xxxxxx-Field's ability to effectively
integrate acquired companies, the acceptance and quality of software products,
the ability to manage operations in foreign markets, possible disruptions in
Xxxxxx-Field's computer systems or telephone systems, possible increases in
shipping rates or interruptions in shipping service, the level and volatility of
interest rates and currency values, the impact of current or pending legislation
and regulation, as well as the risks described from time to time in
Xxxxxx-Field's reports to the Securities and Exchange Commission, which include
Xxxxxx-Field's Annual Report on Form 10-K for the year ended December 31, 1997
and Xxxxxx-Field's Registration Statement on Form S-4 dated as of December 19
1997. Any actual purchases of common stock will depend on numerous factors
beyond Xxxxxx-Field's control, including market conditions. Subsequent written
or oral statements attributable to Xxxxxx-Field or persons acting on its behalf
are expressly qualified in their entirety by the cautionary statements in this
press release and those in Xxxxxx-Field's reports previously filed with the
Securities and Exchange Commission.
3
