STOCKHOLDERS AGREEMENT
STOCKHOLDERS AGREEMENT, dated June 24, 1997 (this "Agreement"),
by and among Triarc Companies, Inc., a Delaware corporation (the "Parent")
and each of the other parties signatory hereto (each, a "Stockholder" and,
collectively, the "Stockholders").
RECITALS
A. Concurrently herewith, the Parent, CCB Merger Corporation, a
Delaware corporation and wholly owned subsidiary of the Parent
("Mergerco"), and Cable Car Beverage Corporation, a Delaware corporation
(the "Company"), are entering into an Agreement and Plan of Merger (as
amended or modified from time to time, the "Merger Agreement"; capitalized
terms used herein without definition shall have the respective meanings
ascribed to them in the Merger Agreement) pursuant to which Mergerco will
be merged with and into the Company (the "Merger").
B. As of the date hereof, each of the Stockholders Beneficially Owns
(as defined below) the number of shares of the Common Stock, par value $.01
per share, of the Company ("Company Common Stock") set forth opposite such
Stockholder's name on Schedule I hereto.
C. As an inducement and a condition to entering into the Merger
Agreement, the Parent has required that the Stockholders agree, and the
Stockholders have agreed, to enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
premises, representations, warranties, covenants and agreements contained
herein, the parties hereto hereby agree as follows:
1. Provisions Concerning Company Common Stock. Each
Stockholder hereby agrees that during the period commencing on the
date hereof and continuing until the first to occur of (i) the Effective
Time and (ii) the termination of the Merger Agreement in accordance
with Section 7.1 thereof, at any meeting of the holders of Company
Common Stock, however called, or in connection with any written
consent of the holders of Company Common Stock, such Stockholder
shall vote (or cause to be voted) the Company Common Stock held of
record or Beneficially Owned by such Stockholder (but excluding the
Company Common Stock identified as Excluded Shares on Schedule I
hereto), whether heretofore owned or hereafter acquired (collectively,
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the "Shares"), (i) in favor of approval of the Merger Agreement and the
transactions contemplated thereby (the "Contemplated Transactions"),
including, without limitation, the Merger, and any actions required in
furtherance thereof; (ii) against any action or agreement that would
result in a breach in any respect of any covenant, representation or
warranty or any other obligation or agreement of the Company under
the Merger Agreement or the Contemplated Transactions; and
(iii) except as otherwise agreed to in writing in advance by the Parent,
against the following actions (other than the Merger and the other
Contemplated Transactions): (A) any Acquisition Proposal; or
(B) (1) any change in a majority of the Stockholders who constitute the
board of directors of the Company; (2) any change in the present
capitalization of the Company or any amendment of the Company's
certificate of incorporation or by-laws; (3) any other material change in
the Company's corporate structure or business; or (4) any other action
which is intended, or could reasonably be expected, to prevent, or delay
beyond the date specified in Section 7.1(b)(1) of the Merger
Agreement, the Merger or the Contemplated Transactions. Such
Stockholder shall not enter into any agreement or understanding with
any Person the effect of which would be inconsistent or violative of the
provisions and agreements contained in Section 1 or 3 hereof.
For purposes of this Agreement, "Beneficially Own" or "Beneficial
Ownership" with respect to any securities shall mean having "beneficial
ownership" of such securities (as determined pursuant to Rule 13d-3
under the Securities Exchange Act of 1934, as amended (the
"Exchange Act")), including pursuant to any agreement, arrangement or
understanding, whether or not in writing. Without duplicative counting
of the same securities by the same holder, securities Beneficially
Owned by a Person shall include securities Beneficially Owned by all
other Persons with whom such Person would constitute a "group"
as within the meanings of Section 13(d)(3) of the Exchange Act. For
the purposes of this Agreement, "Person" means any individual,
corporation (including any non-profit corporation), general or limited
partnership, limited liability company, joint venture, estate,
trust, association, organization or other entity or Governmental
Authority.
2. Irrevocable Proxy. In the event the Stockholder shall
fail to comply with the provisions of Section 1, the Stockholder hereby
agrees that such failure shall result, without any further action by the
Stockholder, in the irrevocable appointment of the Parent and each of
its officers, as its attorney and proxy pursuant to the provisions of
Section 212 of the General Corporation Law of the State of Delaware,
with full power of substitution, to vote and otherwise act (by written
consent or otherwise) with respect to the Shares which the Stockholder
is entitled to vote at any meeting of the holders of Company Common
Stock (whether annual or special and whether or not an adjourned or
postponed meeting) or consent in lieu of any such meeting or
otherwise, on the matters and in the manner specified in Section 1 (the
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"Proxy"). This Proxy and power of attorney is irrevocable and coupled
with an interest. The Stockholder hereby revokes all other proxies and
powers of attorney with respect to such Shares that it may have
heretofore appointed or granted, and no subsequent proxy or power of
attorney shall be given or written consent executed (and if given or
executed, shall not be effective) by the Stockholder with respect
thereto. All obligations of the Stockholder under this Agreement shall
be binding upon the heirs, personal representatives, successors and/or
assigns of the Stockholder.
3. Grant of Option. Each Stockholder severally grants to the
Parent an exclusive and irrevocable option (an "Option") to purchase
such Stockholder's Shares in whole but not in part, subject to the
provisions of Section 4 hereof, at the Option Price (as defined below)
at any time after the Company shall have (a) delivered to the Parent a
Transaction Notice or (b) shall have furnished confidential information
to any Person or entered into negotiations with any Person with respect
to an Acquisition Proposal; provided, that if the Merger Agreement is
terminated pursuant to Section 7.1(c)(iii), 7.1(d)(i) or 7.1(d)(iii) of
the Merger Agreement and this Agreement does not terminate in
accordance with Section 5 hereof, then the Options granted hereunder
shall expire at 5:00 p.m. (New York City time) on the tenth (10th)
Business Day following such termination of the Merger Agreement
unless the Parent shall have delivered a written notice to each
Stockholder of its exercise of the Options in accordance with Section 4
hereof. For purposes of this Agreement, the "Option Price" with
respect to each share of Company Common Stock to be purchased by
the exercise of any Option shall be an amount in cash equal to the
product obtained by multiplying (a) 0.1722 (the "Option Conversion
Price") times (b) the Option Average Parent Share Price (as defined
below); provided, that (i) if the Option Average Parent Share Price
shall be less than $18.875, then the Option Conversion Price shall be
adjusted so that it shall equal the quotient obtained by dividing (A)
$3.25 by (B) the Option Average Parent Share Price, and (ii) if the
Option Average Parent Share Price shall be greater than $24.50, then
the Option Conversion Price shall be adjusted so that it shall equal
the quotient obtained by dividing (x) $4.22 by (y) the Option Average
Share Price. For the purposes of this Section 3, "Option Average Share
Price" means the average (without rounding) of the closing prices per
share of Parent Class A Common Stock on the NYSE on the NYSE
Composite Tape for the fifteen (15) consecutive trading days ending on
the NYSE trading day immediately preceding the date of the closing of
the exercise of the Option.
4. Exercise of Option. The Parent shall exercise each and every
Option granted hereunder simultaneously. In the event the Parent
wishes to exercise the Options, the Parent shall send a written notice to
each Stockholder specifying the place (which shall be either Denver,
Colorado or New York, New York), time and date (which, to the extent
practicable in the reasonable judgment of the Parent, shall be no earlier
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than forty-eight (48) hours after the delivery of such notice) for the
closing of such purchase. At the closing for the exercise of the
Options:
(a) the Parent shall deliver to each Stockholder a certified
or bank check or checks payable to or upon the order of such
Stockholder in an amount equal to the aggregate Option Price
of the Shares being purchased from such Stockholder; and
(b) each Stockholder shall deliver to the Parent a duly
executed certificate or certificates representing the number of
Shares being purchased duly endorsed in blank or accompanied
by appropriate stock powers duly endorsed in blank.
5. Termination. This Agreement, including the Options granted
hereunder, shall terminate on the earlier to occur of (a) the Effective
Time; (b) the termination of the Merger Agreement pursuant to the
following provisions of the Merger Agreement: Section 7.1(a), 7.1(b),
7.1(c)(i) or 7.1(d)(iv), or Section 7.1(c)(iii), 7.1(d)(i) or 7.1(d)(iii),
provided that in the case of a termination of the Merger Agreement
pursuant to Section 7.1(c)(iii), 7.1(d)(i) or 7.1(d)(iii) of the Merger
Agreement, this Agreement shall terminate only if the Company or its
stockholders shall not have received an Acquisition Proposal, and the
Board of Directors of the Company shall not have withdrawn, or
modified or changed in a manner adverse to the Parent or Mergerco, its
approval or recommendation of the Merger Agreement or the Merger;
and (c) the date that is 31 days after the date set forth in Section
7.1(b)(i) of the Merger Agreement, as such date as set forth in Section
7.1(b)(i) of the Merger Agreement may be extended, modified or
waived from time to time in accordance with the provisions of the
Merger Agreement.
6. Representations and Warranties. Each Stockholder hereby
represents and warrants to the Parent and Mergerco as follows:
(a) Ownership of Company Common Stock. Such Stockholder is,
as of the date hereof, the record and Beneficial Owner of the number of shares
of Company Common Stock set forth opposite such Stockholder's name on Schedule
I hereto. On the date hereof, the Company Common Stock set forth opposite
such Stockholder's name on Schedule I hereto constitutes all of the Company
Common Stock owned of record or Beneficially Owned by such Stockholder.
Such Stockholder has good and valid title, and sole voting power and sole
power to issue instructions with respect to the matters set forth in
Section 1 hereof, sole power of disposition, sole power of conversion, sole
power to demand appraisal rights and sole power to agree to all of the
matters set forth in this Agreement (including, without limitation, to
execute and deliver the Proxy), in each case with respect to all of the
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Company Common Stock set forth opposite such Stockholder's name on Schedule I
hereto, with no limitations, qualifications, encumbrances or restrictions on
such rights (other than those created under this Agreement) except as set
forth on Schedule I hereto.
(b) Power, Binding Agreement. Such Stockholder has the
legal capacity, power and authority to enter into and perform all
of such Stockholder's obligations under this Agreement. The
execution, delivery and performance of this Agreement by such
Stockholder will not violate any other agreement to which such
Stockholder is a party. This Agreement has been duly and
validly executed and delivered by such Stockholder and
constitutes a valid and binding agreement of such Stockholder,
enforceable against such Stockholder in accordance with its
terms, except that (i) such enforcement may be subject to
applicable bankruptcy, insolvency or other similar laws, now or
hereafter in effect, affecting creditors' rights generally, and (ii)
the remedy of specific performance and injunctive and other
forms of equitable relief may be subject to equitable defenses
and to the discretion of the court before which any proceeding
therefor may be brought. There is no beneficiary or holder of a
voting trust certificate or other interest of any trust of which
such Stockholder is trustee who is not a party to this Agreement
and whose consent is required for the execution and delivery of
this Agreement or the consummation by such Stockholder of
the transactions contemplated hereby. The Stockholder has not
entered into any voting agreement or trust or other stockholder
agreement with respect to any Company Common Stock
Beneficially Owned or held of record by such Stockholder or
granted to any Person any proxy (revocable or irrevocable) or
power-of-attorney with respect to such Company Common
Stock other than the Proxy expressly contemplated hereby. If
such Stockholder is married and such Stockholder's Company
Common Stock constitutes community property, this
Agreement has been duly authorized, executed and delivered
by, and constitutes a valid and binding agreement of, such
Stockholder's spouse.
(c) No Conflicts. (i) Other than the filing of Forms
13-D pursuant to the Securities Exchange Act of 1934, as
amended, and such other filings, consents, authorizations and
approvals as are contemplated by the Merger Agreement, no
filing with, and no permit, authorization, consent or approval
of, any Governmental Authority is necessary for the execution
of this Agreement by such Stockholder and the consummation
by such Stockholder of the transactions contemplated hereby.
(ii) None of the execution and delivery of this Agreement by
such Stockholder, the consummation by such Stockholder of the
transactions contemplated hereby or compliance by such Stockholder with
any of the provisions hereof shall (A) result in a violation or breach
of, or constitute (with or without notice or lapse of time or both) a
default (or give rise to any third party right of termination,
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cancellation, material modification or acceleration) under any of the
terms, conditions or provisions of its governing documents (as
applicable) or any note, bond, mortgage, indenture, license,
contract, commitment, arrangement, understanding, agreement or other
instrument or obligation of any kind to which such Stockholder is a
party or by which such Stockholder or any of such Stockholder's
properties or assets may be bound, or (B) violate any order, writ,
injunction, decree, judgment, order, statute, rule or regulation
applicable to such Stockholder or any of such Stockholder's properties
or assets.
(d) As of the date hereof, there is (i) no suit, claim,
action, proceeding, review or investigation pending, or to the
knowledge of such Stockholder, threatened against the
Stockholder, and (ii) no judgment, decree, order, writ or
injunction of any Governmental Authority to which the
Stockholder or his or her assets are subject, that could
materially impair the ability of the Stockholder to perform his
or her obligations hereunder or to consummate the
transactions contemplated hereby.
(e) No Finder's Fees. No broker, investment banker,
financial advisor or other Stockholder is entitled to any
broker's, finder's, financial advisor's or other similar fee or
commission in connection with the Merger or the other
Contemplated Transactions based upon arrangements made
by or on behalf of such Stockholder or any of his or her
affiliates or, to the knowledge of such Stockholder, the
Company or any of its affiliates, other than the fee payable to
Xxxxxxxxxx Securities in connection with its providing
financial advice to the Company and the Company's Board of
Directors and delivery of the Company Fairness Opinion.
(f) Reliance by the Parent. Such Stockholder understands
and acknowledges that the Parent is entering into the Merger
Agreement in reliance upon such Stockholder's execution and
delivery of this Agreement.
7. Covenants.
(a) Other Potential Acquirors. Such Stockholder (i) shall
immediately cease any existing discussions or negotiations, if
any, with any parties conducted heretofore with respect to any
potential Acquisition Proposal, in his or her capacity as such,
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and (ii) from and after the date hereof shall not, in such
capacity, directly or indirectly, initiate, solicit or encourage
(including by way of furnishing non-public information or
assistance), engage in any discussions or negotiations with
respect to, or take any other action to facilitate, any inquiries
or the making of any proposal that constitutes, or may
reasonably be expected to lead to, an Acquisition Proposal, or
agree to or endorse any Acquisition Proposal, or authorize or
permit any of such Stockholder's agents to do so, and such
Stockholder shall promptly notify the Parent of any offers,
proposals, inquiries or Acquisition Proposals and shall
provide a copy of any such written proposal and a summary of
any oral proposal to the Parent immediately after receipt
thereof (and shall specify the material terms and conditions of
such proposal and identify the Person making such proposal)
and thereafter keep the Parent promptly advised of any
developments with respect thereto.
(b) Restriction on Transfer, Proxies and Non-Interference.
Such Stockholder shall not, directly or indirectly, except as
contemplated by the Merger Agreement and this Agreement:
(i) offer for sale, sell, transfer, tender, pledge, encumber,
assign or otherwise dispose of, or enter into any contract,
option or other arrangement or understanding with respect to
or consent to the offer for sale, sale, transfer, tender, pledge,
encumbrance, assignment or other disposition of, any or all of
such Stockholder's Shares or any interest therein; (ii) grant
any proxies or powers of attorney, deposit any Shares into a
voting trust or enter into a voting agreement with respect to
any Shares; or (iii) take any action that would make any
representation or warrant of such Stockholder contained
herein untrue or incorrect or have the effect of preventing or
disabling such Stockholder from performing such
Stockholder's obligations under this Agreement.
8. Further Assurances. From time to time, at the Parent's request
and without further consideration, each Stockholder shall execute and
deliver such additional documents and take all such further lawful
action as may be reasonably necessary or desirable to consummate
and make effective, in the most expeditious manner practicable, the
transactions contemplated by this Agreement.
9. Stop Transfer. Each Stockholder agrees with, and covenants
to, the Parent that such Stockholder shall not request that the
Company register the transfer (book-entry or otherwise) of any
certificate or uncertificated interest representing any of such
Stockholder's Shares, unless such transfer is made in compliance with
this Agreement. In the event of a stock dividend or distribution, or
any change in the Company Common Stock by reason of any stock
dividend, split-up, recapitalization, combination, exchange of
Company Common Stock or the like, the term "Company Common
Stock" shall be deemed to refer to and include the Company
Common Stock as well as all such stock dividends and distributions
and any Company Common Stock into which or for which any or all
of the Company Common Stock may be changed or exchanged.
10. Disclosure. Each Stockholder hereby agrees to permit the
Parent to publish and disclose in the S-4 and the Proxy Statement
(including all documents and schedules filed with the SEC), and any
press release or other disclosure document which the Parent, in its
sole discretion, determines to be necessary or desirable in connection
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with the Merger and any transactions related thereto, such Person's
identity and ownership of Company Common Stock and the nature of
his or her commitments, arrangements and understandings under this
Agreement.
11. Miscellaneous.
(a) Entire Agreement. This Agreement constitutes the
entire agreement among the parties with respect to the subject
matter hereof and supersedes all other prior agreements and
understandings, both written and oral, between the parties
with respect to the subject matter hereof.
(b) Certain Events. Each Stockholder agrees that this
Agreement and the obligations hereunder shall attach to such
Stockholder's Shares and shall be binding upon any person or
entity to which legal or beneficial ownership of such Shares
shall pass, whether by operation of law or otherwise,
including, without limitation, such Stockholder's heirs,
guardians, administrators or successors. Notwithstanding any
transfer of his or her Shares, the transferor shall remain liable
for the performance of all obligations under this Agreement of
the transferor.
(c) Assignment. This Agreement shall not be assigned by
the Company or any Stockholder by operation of law or
otherwise without the prior written consent of the other party.
The Parent may assign, in its sole discretion, its rights and
obligations hereunder to any direct or indirect wholly owned
subsidiary of the Parent.
(d) Amendments, Waivers, Etc. This Agreement may not
be amended, changed, supplemented, waived or otherwise
modified or, except as expressly provided herein, terminated,
with respect to any Stockholder, except upon the execution
and delivery of a written agreement executed by such
Stockholder and the Parent; provided that Schedule I hereto
may be supplemented by the Parent by adding the name and
other relevant information concerning any Stockholder of the
Company who agrees to be bound by the terms of this
Agreement without the agreement of any other party hereto,
and thereafter such added Stockholder shall be treated as a
"Stockholder" for all purposes of this Agreement.
(e) Notices. All notices and other communications
hereunder shall be in writing and shall be deemed to have
been duly given if delivered by messenger, transmitted by
telecopier, telex or telegram or mailed by registered or
certified mail, postage prepaid, as follows:
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If to any Stockholder: At the addresses set forth on Schedule I hereto
with a copy to:
Xxxx Xxxxx Xxxxxxxx Xxxxx & Xxxxxx, P.C.
Dominion Plaza
000 Xxxxxxxxxxx Xxxxxx
Xxxxx 0000, Xxxxx Xxxxx
Xxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx Xxxxx, Esq.
Telecopy: (000) 000-0000
If to the Parent:
Triarc Companies, Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxx, Esq.
Telecopy: (000) 000-0000
with a copy to:
Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx
1285 Avenue of the Americas
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxx X. Xxxxxx, Esq.
Telecopy: (000) 000-0000
Except as otherwise specified herein, all notices and other communications
shall be considered to have been duly given on the first to occur of (a) the
date of delivery if delivered personally on a Business Day during normal
business hours, and if not, on the next occurring Business Day, (b) five (5)
days following posting if transmitted by mail, (c) the date of transmission
with confirmed answer-back if transmitted by telex on a Business Day during
normal business hours, and if not, on the next occurring Business Day,
or (d) the date of receipt if transmitted by telecopier or facsimile on a
Business Day during normal business hours, and if not, on the next occurring
Business Day. Any party may change his, her or its address for purposes
hereof by notice to the other party given as provided in this Section 9(e).
(f) Severability. Whenever possible, each provision or
portion of any provision of this Agreement will be interpreted
in such manner as to be effective and valid under applicable
law but if any provision or portion of any provision of this
Agreement is held to be invalid, illegal or unenforceable in
any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will
not affect any other provision or portion of any provision in
such jurisdiction, and this Agreement will be reformed,
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construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision or portion of any provision
had never been contained herein.
(g) Specific Performance. Each of the parties hereto
recognizes and acknowledges that a breach by it of any
covenants or agreements contained in this Agreement will
cause the other party to sustain damages for which it would
not have an adequate remedy at law for money damages, and
therefore each of the parties hereto agrees that in the event of
any such breach, the aggrieved party shall be entitled to the
remedy of specific performance of such covenants and
agreements and injunctive and other equitable relief in
addition to any other remedy to which it may be entitled, at
law or in equity.
(h) 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 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.
(i) 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 his, her
or 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 his, her or its right to exercise any
such or other right, power or remedy or to demand such
compliance.
(j) 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.
(k) Descriptive Headings. The descriptive headings used
herein are inserted for convenience of reference only and are
not intended to be part of or to affect the meaning or
interpretation of this Agreement.
(l) Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original,
but all of which, taken together shall constitute one and the
same Agreement.
(m) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK,
WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF,
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EXCEPT TO THE EXTENT THAT THE GENERAL CORPORATION LAW OF THE STATE
OF
DELAWARE APPLY.
(n) NO LIMITATION OF FIDUCIARY DUTIES. THE PARTIES HERETO
ACKNOWLEDGE AND AGREE THAT NONE OF THE PROVISIONS HEREIN SHALL BE
DEEMED
TO RESTRICT OR LIMIT ANY FIDUCIARY DUTY ANY OF THE STOCKHOLDERS MAY
HAVE
AS A MEMBER OF THE BOARD OF DIRECTORS OF THE COMPANY; PROVIDED, THAT
NO SUCH
DUTY SHALL EXCUSE ANY OF THE STOCKHOLDERS
[Intentionally left blank]
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FROM HIS OBLIGATIONS AS A STOCKHOLDER TO VOTE THE SHARES OF THE
COMPANY
COMMON STOCK AS HEREIN PROVIDED, AND TO OTHERWISE COMPLY WITH EACH
OF THE
TERMS AND CONDITIONS OF THIS AGREEMENT.
IN WITNESS WHEREOF, the Parent and each Stockholder have caused
this Agreement to be duly executed as of the day and year first above written.
TRIARC COMPANIES, INC.
BY(Signature) /s/ Xxxxx X. Xxxxxx
(Name and Title) Xxxxx X. Xxxxxx
Executive Vice President
STOCKHOLDERS:
BY(Signature) /s/ Xxxxxx X. Xxxxxxx
(Name) Xxxxxx X. Xxxxxxx
BY(Signature) /s/ Xxxxx X. Xxxx
(Name) Xxxxx X. Xxxx
BY(Signature) /s/ Xxxxxxx X. Xxxxxx
(Name) Xxxxxxx X. Xxxxxx
BY(Signature) /s/ Xxxxx X. Xxxxxxx
(Name) Xxxxx X. Xxxxxxx
ACKNOWLEDGMENT:
The undersigned hereby acknowledges the terms and
provisions of Section 9 of this Agreement.
CABLE CAR BEVERAGE CORPORATION
BY(Signature) /s/ Xxxxxx X. Xxxxxxx
(Name and Title) Xxxxxx X. Xxxxxxx
President
Schedule I
----------
Shares of
Stockholder Company Excluded
Name and Address Common Stock Shares Shares
---------------- ------------ -------- ------
Xxxxxx X. Xxxxxxx 723,643 0 723,643
0000 Xxxxxx Xxxxx Xxxx
Xxxxxx Xxxxx Xxxxxxx, XX
00000
Xxxxx X. Xxxx 381,234 0 381,234
0000 Xxxxxx Xxxxx Xxxx
Xxxxxx Xxxxx Xxxxxxx, XX
00000
Xxxxxxx X. Xxxxxx 666,532 10,000 656,532
0000 Xxxxx Xxxxxxxx Xxxxx
Xxxx, XX 00000
Xxxxx X. Xxxxxxx 7,200 2,200 5,000
0000 Xxxxx Xxxxxxxx Xxxxx
Xxxx, XX 00000
-----------------------------------
60,000 of Xx. Xxxxxxx'x Shares have been pledged to Xxxxxxx X. Xxxxxx as
security.
Xx. Xxxxxx'x Excluded Shares are comprised of 10,000 shares in a trust for
his benefit, for which Xxxxxxx X. Xxxxxx is trustee.
Xx. Xxxxxxx'x Excluded Shares are comprised of 2,200 shares in an XXX account.
