EXHIBIT 2.2
EXECUTION COPY
VOTING AGREEMENT
THIS VOTING AGREEMENT AND IRREVOCABLE PROXY (this "Agreement") dated as of
January 29, 2002, is made and entered into among Intown Suites Management, Inc.,
a Georgia corporation ("Parent"), and each party listed under the heading
Shareholders on the signature pages hereof (each a "Shareholder" and
collectively, the "Shareholders").
W I T N E S S E T H:
WHEREAS, Parent, Intown Sub, Inc., a Georgia corporation and wholly owned
subsidiary of Parent ("Sub"), Intown Holding Company, L.L.C., a Georgia limited
liability company and the sole shareholder of Parent ("Holding") and Suburban
Lodges of America, Inc., a Georgia corporation (the "Company") have entered into
an Agreement and Plan of Merger (the "Merger Agreement"), dated as of the date
hereof, which provides for, among other things, the merger of Sub with and into
the Company (the "Merger") on the terms and conditions contained in the Merger
Agreement (all capitalized terms used but not defined herein shall have the
meanings set forth in the Merger Agreement);
WHEREAS, as of the date hereof each Shareholder beneficially owns (except
as otherwise provided in Schedule A hereto) and has the power to vote the number
of shares of common stock, par value $.01 per share, of the Company (the "Common
Stock") set forth beside such Shareholder's name on Schedule A hereto (all of
such shares of Common Stock, together with any other shares of capital stock of
the Company acquired by any of such Shareholders, including shares of Common
Stock acquired through the exercise of any stock option, after the date hereof
and prior to the Termination Date (as hereinafter defined), being referred to
herein collectively as the "Shares"); and
WHEREAS, as a condition to the willingness of Parent to enter into the
Merger Agreement, Parent has required that the Shareholders agree, and in order
to induce Parent to enter into the Merger Agreement, the Shareholders have
agreed, to enter into this Agreement.
NOW THEREFORE, in consideration of the mutual covenants and agreements
contained herein and for other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties hereby agree as follows:
1. Certain Covenants.
1.1. Grant of Proxy; Voting Agreement.
(a) Each Shareholder hereby revokes or has previously revoked all
prior proxies, voting agreements or powers-of-attorney given or entered
into with respect to any of his, her or its Shares (other than the
agreements relating to Xx. Xxxxxxx A. D. French's power to dispose or
direct the disposition of the Shares referred to in Schedule A), and hereby
irrevocably (to the fullest extent permitted by law) constitutes and
appoints Parent, or any designee of Parent, as his, her or its true and
lawful proxy and attorney-in-fact, for and in the name, place and stead of
such Shareholder, to vote his, her or its Shares, at any time after the
date of this Agreement and prior to the Termination Date (as hereinafter
defined) (the "Term"), at any annual, special or other meeting of the
shareholders of the Company and at any adjournment or postponements
thereof, or pursuant to any written consent in lieu of a meeting or
otherwise, in the following manner:
(i) in favor of adoption of the Merger Agreement and approval of
the Merger and the other transactions contemplated by the Merger
Agreement,
(ii) against any action or agreement that would result in a breach
of any covenant, representation or warranty or any other obligation or
agreement of the Company under the Merger Agreement or which would
result in any of the conditions to the Merger Agreement not being
fulfilled,
(iii) in favor of any other matter necessary for the consummation
of the transactions contemplated by the Merger Agreement and considered
and voted upon by the shareholders of the Company at any such meeting of
shareholders or in such written consent, and
(iv) against: (A) any extraordinary corporate transaction (other
than the Merger), such as a merger, consolidation, business combination,
tender or exchange offer, reorganization, recapitalization, liquidation
or other change of control involving the Company or any Subsidiary,
including but not limited to any Acquisition Proposal (as defined in the
Merger Agreement), (B) any sale or transfer of a material amount of the
assets or securities of the Company or any Subsidiary (other than with
respect to, contemplated or permitted by, the Merger Agreement) and (C)
any amendment of the Company's articles of incorporation and bylaws or
other proposal or transaction involving the Company or any Subsidiary,
which amendment or other proposal or transaction would in any manner
impede, frustrate, prevent or nullify any provision of the Merger
Agreement or the Merger or change in any manner the voting rights of any
class of the Company's capital stock.
(b) Notwithstanding the foregoing grant to Parent of the irrevocable
proxies, if Parent elects not to exercise its rights to vote any of the
Shares pursuant to the irrevocable proxies, each Shareholder agrees in his,
her or its capacity as a shareholder of the Company and not in his or her
capacity as a director or officer of the Company, to vote his, her or its
Shares during the Term as indicated in Section 1.1(a) at any annual,
special or other meeting of the shareholders of the Company and at any
adjournment or postponements thereof, or pursuant to any written consent in
lieu of a meeting or otherwise.
(c) Each Shareholder agrees that his, her or its irrevocable proxy and
all other power and authority intended to be conferred by Section 1.1(a)
are coupled with an interest sufficient in law to support an irrevocable
power and shall not be terminated by any act of such Shareholder or by the
occurrence of any event or events except as provided herein.
(d) The irrevocable proxies shall not be affected by the death,
disability or dissolution of any Shareholder, and shall be binding upon the
heirs, successors and assigns of each Shareholder.
1.2. Lock-up. Each Shareholder, severally and not jointly, covenants
and agrees that during the Term, such Shareholder shall not, without
Parent's prior written consent, directly or indirectly, (a) sell, assign,
transfer (including by operation of law), pledge, encumber or otherwise
dispose of any of such Shareholder's Shares, (b) deposit any of such
Shareholder's Shares into a voting trust or enter into a voting agreement
or arrangement with respect to such Shareholder's Shares or grant any proxy
or power of attorney with respect thereto which is inconsistent with this
Agreement, (c) enter into any contract, option or other agreement or
understanding with respect to the direct or indirect sale, pledge,
encumbrance, assignment, transfer (including by operation of law) or other
disposition of any of such Shareholder's Shares, or (d) take any action
which is intended to have the effect of preventing or disabling such
Shareholder from performing such Shareholder's obligations under this
Agreement. Notwithstanding the foregoing, in connection with any transfer
not undertaken pursuant to any Acquisition Proposal, any Shareholder may
transfer any or all of such Shareholder's Shares as follows: (i) to any
subsidiary, partner or member of such Shareholder, (ii) by will or by
operation of law or (iii) in connection with estate and tax planning
purposes, including transfers to such Shareholder's spouse, ancestors,
descendants or any trust, limited liability company or partnership for any
of their benefits or to a charitable trust or an organization exempt from
federal income tax under Section 501(c)(3) of the Internal Revenue Code;
provided, however, that in any such case, prior to and as a condition to
the effectiveness of such transfer, (x) each person or entity to which any
of such Shares or any interest in any of such Shares is or may be
transferred (A) shall have executed and delivered to Parent a counterpart
to this Agreement pursuant to which such person or entity shall be bound by
all of the terms and provisions of this Agreement, and (B) shall have
agreed in writing with Parent to hold such Shares or interest in such
Shares subject to all of the terms and provisions of this Agreement, and
(y) this Agreement shall be the legal, valid and binding agreement of such
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person, enforceable against such person in accordance with its terms,
subject to the qualification, however, that enforcement of the rights and
remedies created by this Agreement is subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general
application related to or affecting creditors' rights and to general equity
principles.
1.3. No Solicitation. Prior to the Termination Date, no Shareholder
shall, nor shall it authorize or permit any person acting as an agent of
any such Shareholder on any Shareholder's behalf, directly or indirectly,
(a) solicit, initiate or encourage the submission of any Acquisition
Proposal or (b) participate in or encourage any discussion or negotiations
regarding, or furnish to any person any non-public information with respect
to, or take any other action to knowingly facilitate any inquiries with
respect to, or the making of, any proposal that constitutes, or may
reasonably be expected to lead to, any Acquisition Proposal. Each
Shareholder agrees to cease and cause to be terminated any existing
activities, discussions or negotiations with any parties conducted
heretofore with respect to any of the foregoing. Each Shareholder will
notify Parent immediately if any party contacts such Shareholder following
the date hereof (other than Parent or Sub or an affiliate or an associate
of Parent or Sub) concerning any Acquisition Proposal.
1.4. Public Announcement. Each Shareholder shall consult with Parent
before issuing any press releases or otherwise making any public statements
with respect to the transactions contemplated herein, and shall not issue
any such press release or make any such public statement without the prior
consent of Parent, except as may be required by applicable law.
1.5. Waiver of Dissenters' Rights. Each Shareholder hereby waives,
and agrees not to exercise or assert, any dissenters' rights under Section
1301 et seq. of the Georgia Business Corporation Code in connection with
the Merger.
1.6. Legending of Shares. If reasonably requested by Parent and at
Parent's expense, each Shareholder agrees that any certificates
representing his, her or its Shares shall bear a legend stating that they
are subject to this Agreement and to an irrevocable proxy, and may not be
sold or otherwise transferred, except in accordance herewith. Subject to
the terms of Section 1.2 hereof, each Shareholder agrees that such
Shareholder will not transfer any of his, her or its Shares without first
having the aforementioned legend affixed to the certificates representing
such Shares.
1.7. Further Assurances. Subject to Section 6.12, each Shareholder
agrees to use all reasonable efforts to (i) take, or cause to be taken, all
actions, and to do, or cause to be done, and to assist and cooperate with
the other parties in doing, all things necessary, proper or advisable to
consummate and make effective, in the most expeditious manner practicable,
the Merger and (ii) refrain from taking any action intended to impede,
frustrate or prevent the Merger. Each Shareholder also agrees that, from
time to time, at Parent's reasonable request, each Shareholder shall
perform such further acts and execute such further documents and
instruments as may reasonably be required to vest in Parent the power to
carry out and give effect to the provisions of this Agreement.
2. Representations, Warranties and Covenants of the Shareholders. Each of
the Shareholders, severally and not jointly, represents and warrants to Parent,
as of the date hereof, that:
2.1. Authorization. Such Shareholder has the requisite power and
authority to enter into and deliver this Agreement and to fully perform the
obligations required to be performed by such Shareholder hereunder. The
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized by all necessary
action on the part of such Shareholder, and this Agreement has been duly
executed by such Shareholder. The execution, delivery and performance of
this Agreement has been duly and validly authorized by such Shareholder
acting in a fiduciary, representative or corporate capacity (if
applicable). Assuming this Agreement has been duly and validly executed by
a duly authorized officer of Parent, this Agreement constitutes the legal,
valid and binding obligation of such Shareholder, enforceable against him,
her or it in accordance with its terms, subject to the qualification,
however, that enforcement of the rights and remedies created hereby is
subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
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moratorium and similar laws of general application related to or affecting
creditors' rights and to general equity principles.
2.2. No Violation. The execution, delivery and performance by such
Shareholder of this Agreement and the consummation of the transactions
contemplated hereby will not, with or without the giving of notice or the
lapse of time, or both, (a) violate any provision of law, statute, rule or
regulation to which such Shareholder is subject, (b) violate any order,
judgment or decree applicable to such Shareholder, (c) violate, conflict
with, or result in a breach or default under, or cause the termination of,
any term or condition of any court order, trust document, will, agreement,
document or other instrument to which such Shareholder is a party or by
which such Shareholder or such Shareholder's properties may be bound, (d)
require the consent of any other party to any of the items referred to
above or (e) violate any of the governing documents of the Company, except
for such violations, conflicts, breaches, defaults, or terminations which
are not reasonably likely to have a material adverse effect on such
Shareholder's ability to satisfy his, her or its obligations under this
Agreement.
2.3. No Consent. No authorization, consent or approval of, or any
filing with, any public body or authority is necessary for the execution
and delivery of this Agreement and consummation by the Shareholder of the
transactions contemplated by this Agreement.
2.4. Ownership. Subject to the information contained in Schedule A,
such Shareholder is the beneficial owner of, and, except as set forth on
Schedule A, owns good and marketable record title to, the number of Shares
set forth beside such Shareholder's name and federal tax identification
number on Schedule A, free and clear of any and all liens, restrictions,
claims, equities, charges, options, rights of first refusal, or
encumbrances, with no defects of title whatsoever, except for such
restrictions arising under applicable securities law and this Agreement.
Except as set forth on Schedule A, such Shareholder owns no shares of
capital stock of the Company or any other equity security of the Company or
right of any kind to have any such equity security issued. Such Shareholder
has the exclusive right, power and authority to vote the Shares set forth
on Schedule A owned by such Shareholder, and with the exception of this
Agreement, such Shareholder is not party to or bound by any agreements
affecting or relating to such Shareholder's right to transfer or vote the
Shares owned by such Shareholder. Each of the Shareholders has revoked or
terminated any proxies, voting agreements or similar arrangements
previously given or entered into with respect to any of the Shares.
2.5. Shareholder Has Adequate Information. Such Shareholder is a
sophisticated party with respect to his, her or its Shares and has adequate
information concerning the business and financial condition of the Company
to make an informed decision regarding the Shares and has independently and
without reliance upon Parent and based on such information as such
Shareholder has deemed appropriate, made its own analysis and decision to
enter into this Agreement. Such Shareholder acknowledges that Parent has
not made and does not make any representation or warranty to such
Shareholder, whether express or implied, of any kind or character except as
expressly set forth in this Agreement.
3. Representations and Warranties of Parent. Parent represents and
warrants to each Shareholder, as of the date hereof, that:
3.1. Authorization. Parent has all requisite corporate power and
authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby. The execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby by
Parent have been duly authorized by all necessary corporation action on the
part of the Parent. Parent has duly executed and delivered this Agreement
and this Agreement is a legal, valid and binding agreement of Parent,
enforceable against Parent in accordance with its terms, subject to the
qualification however, that enforcement of the rights and remedies created
hereby is subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general application related
to or affecting creditors' rights and to general equity principles.
4
3.2. No Violation. Neither the execution and delivery of this
Agreement nor the consummation of the transactions contemplated hereby will
(a) require Parent to file or register with, or obtain any material permit,
authorization, consent or approval of, any governmental agency, authority,
administrative or regulatory body, court or other tribunal, foreign or
domestic, or any other entity, other than such filings required under
federal securities laws, or (b) violate, or cause a breach of or default
under, any contract, agreement or understanding, any statute or law, or any
judgment, decree, order, regulation or rule of any governmental agency,
authority, administrative or regulatory body, court or other tribunal,
foreign or domestic, or any other entity or any arbitration award binding
upon Parent, except for such violations, breaches or defaults which are not
reasonably likely to have a material adverse effect on Parent's ability to
satisfy its obligations under this Agreement.
4. Survival of Representations and Warranties. The respective
representations and warranties of each Shareholder and Parent contained herein
shall not be deemed waived or otherwise affected by any investigation made by
the other party hereto, and each representation and warranty contained herein
shall survive the closing of the transactions contemplated hereby until the
expiration of the applicable statute of limitations, including extensions
thereof.
5. Termination. This Agreement shall terminate upon the earlier of (a)
the Effective Time and (b) the termination of the Merger Agreement pursuant to
Section 7.1 thereof (the "Termination Date"). At the Termination Date, this
Agreement shall thereupon become void and be of no further force and effect,
provided that nothing herein shall relieve any party from liability hereof for
breaches of this Agreement prior to the Termination Date.
6. Miscellaneous.
6.1 No Third Party Beneficiaries. Nothing in this Agreement shall
confer any rights or remedies upon any person other than the parties
hereto.
6.2 Entire Agreement. This Agreement constitutes the entire
agreement among the parties with respect to the subject matter hereof and
supersedes any prior understandings, agreements, or representations by or
among the parties, written or oral, with respect to the subject matter
hereof. The parties hereby agree that for purposes of this Agreement
neither party has made to the other any representations, warranties or
covenants or other disclosures other than those specifically contained in
this Agreement. No amendment, modification or alteration of the terms or
provisions of this Agreement shall be binding unless the same shall be in
writing and duly executed by the parties hereto.
6.3 Succession and Assignment. This Agreement shall be binding upon
and inure to the benefit of the parties named herein and their respective
successors. No party may assign either this Agreement or any of its rights,
interests, or obligations hereunder except in compliance with Section 1.2
hereof without the prior written approval of the other parties; provided,
however, that Parent may freely assign its rights to another wholly owned
subsidiary of Holding or Parent (whether direct or indirect) without such
prior written approval but no such assignment shall relieve Parent of any
of its obligations hereunder.
6.4 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
6.5 Headings. The section headings contained in this Agreement are
inserted for convenience only and shall not affect in any way the meaning
or interpretation of this Agreement.
6.6 Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Georgia, without regard to
principles of conflicts of law thereof.
6.7 Severability. Any term or provision of this Agreement that is
invalid or unenforceable in any situation in any jurisdiction shall not
affect the validity or enforceability of the remaining terms and provisions
hereof or the validity or enforceability of the offending term or provision
in any other
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situation or in any other jurisdiction. If the final judgment of a court of
competent jurisdiction declares that any term or provision hereof is
invalid or unenforceable, the parties agree that the court making the
determination of invalidity or unenforceability shall have the power to
reduce the scope, duration, or area of the term or provision, to delete
specific words or phrases, or to replace any invalid or unenforceable term
or provision with a term or provision that is valid and enforceable and
that comes closest to expressing the intention of the invalid or
unenforceable term or provision, and this Agreement shall be enforceable as
so modified after the expiration of the time within which the judgment may
be appealed.
6.8 Specific Performance. Each of the parties acknowledges and
agrees that the other party would be damaged irreparably in the event any
of the provisions of this Agreement are not performed in accordance with
their specific terms or otherwise are breached. Accordingly, each of the
parties agrees that the other party shall be entitled to seek an injunction
or injunctions to prevent breaches of the provisions of this Agreement and
to enforce specifically this Agreement and the terms and provisions hereof
in any action instituted in any court of the United States or any state
thereof having jurisdiction over the parties and the matter, in addition to
any other remedy to which it may be entitled, at law or in equity.
6.9 Construction. The language used in this Agreement shall be
deemed to be the language chosen by the parties hereto to express their
mutual intent, and no rule of strict construction shall be applied against
any party. Whenever the words "include," "includes" or "including" are used
in this Agreement, they shall be deemed to be followed by the words
"without limitation."
6.10 Fees and Expenses. All costs and expenses incurred by the
parties hereto in connection with this Agreement and the transactions
contemplated hereby shall be paid by the party incurring such expenses.
6.11 Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given (and shall
be deemed to have been duly given upon receipt) by delivery in person, by
telecopy or by registered or certified mail (postage prepaid, return
receipt requested) to the respective parties at the following addresses, or
at such other address for a party as shall be specified in a notice given
in accordance with this Section 6.11:
If to Parent:
Intown Suites Management, Inc.
0000 Xxxxxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
Telecopier: (000) 000-0000
Attention: Xxxxx X. Xxxxxxx
with a copy to:
King & Spalding
000 Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
Telecopier: (000) 000-0000
Attention: Xxxx X. Xxxxxx, Esq.
Xxxxx X. Xxxxxxxx, Esq.
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If to any of the Shareholders:
At the address set forth under such Shareholder's name on Schedule A
with a copy to:
Xxxxxxxxxx Xxxxxx & Xxxxxxx LLP
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000-0000
Telecopier: (000) 000-0000
Attention: Xxxxxx X. Xxxx, Esq.
with a copy to:
Xxxxxxxxxx Xxxxxxxx LLP
0000 Xxxxxxxxx Xxxxxx, XX, Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000-0000
Telecopier: (000) 000-0000
Attention: Xxxxxxx X. Xxxxxxx, Esq.
Xxxxxx X. Xxxxxxx, Esq.
6.12 Fiduciary Duties. Notwithstanding anything in this Agreement to the
contrary: (a) no Shareholder makes any agreement or understanding herein in any
capacity other than in such Shareholder's capacity as a record holder and
beneficial owner of Shares, (b) if, during the Term, any Shareholder or any
representative of any Shareholder is a member of the Company's Board of
Directors or an officer of the Company, nothing herein shall be construed to
limit or affect any action or inaction by any such officer or director acting in
such person's capacity as a director or officer of the Company and solely in the
exercise of his or her fiduciary duties and responsibilities in such capacity,
and (c) no Shareholder shall have any liability to Parent or any of its
affiliates under this Agreement or otherwise as a result of any action or
inaction by any Shareholder, or any officer, partner, member or employee, as
applicable, of any Shareholder serving on the Company's Board of Directors
acting in such person's capacity as a director or officer of the Company and
solely in the exercise of his or her fiduciary duties and responsibilities in
such capacity.
6.13 Obligations Several. The obligations of each Shareholder under this
Agreement shall be several and not joint. No Shareholder shall have any
liability, duty or obligation arising out of or resulting from any failure by
any other Shareholder to comply with the terms and conditions of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
INTOWN SUITES MANAGEMENT, INC.
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
----------------------------------
Title: CEO
-----------------------------------
[signatures continued on following page]
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SHAREHOLDERS:
/s/ Xxxxx Krishcher
--------------------------------------
Xxxxx X. Xxxxxxxx
/s/ Xxx X. Xxxxxx
--------------------------------------
Xxx X. Xxxxxx
/s/ Xxxx X. Xxxxxxxxxx, Xx.
--------------------------------------
Xxxx X. Xxxxxxxxxx, Xx.
/s/ Xxxxx Xxxxxxx
--------------------------------------
Xxxxx X. Xxxxxxx
/s/ Xxxxxxx X. Xxxxx
--------------------------------------
Xxxxxxx X. Xxxxx
/s/ G. Xxxxxx Xxxxxxxx
--------------------------------------
G. Xxxxxx Xxxxxxxx
/s/ Xxxx X. Xxxxxxx
--------------------------------------
Xxxx X. Xxxxxxx
/s/ Xxxxxxx Xxxxxx
--------------------------------------
Xxxxxxx A.D. French
/s/ Xxxx Xxxxxxx
--------------------------------------
Xxxx X. Xxxxxxx
SHARWELL SECURITIES TRADING LTD.
By: /s/ Xxxx Xxxxxxx
------------------------------------
Xxxx X. Xxxxxxx, Director
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SCHEDULE A
NAME AND ADDRESS OF SHAREHOLDER SHARES
------------------------------- --------------
XXXXX X. XXXXXXXX........................................... 2,750,203(1)
0000 Xxx Xxxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx 00000
XXX X. XXXXXX............................................... 100,931(2)
000 Xxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx 00000
XXXX X. XXXXXXXXXX.......................................... 10,000(3)
0000 Xxxxxx Xxxxx XX
Xxxxxxxx, XX 00000
XXXXX X. XXXXXXX............................................ 3,127(4)
0000 Xxxxxx Xxxxxx XX
Xxxxxx, Xxxxxxx 00000
XXXXXXX X. XXXXX............................................ 1,050(5)
000 Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxx 00000
G. XXXXXX XXXXXXXX.......................................... 73,293
0000 Xxxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxx 00000
XXXX X. XXXXXXX............................................. 13,129
0000 Xxxxxxx Xxxx Xx XX
Xxxxxxx, XX 00000
XXXXXXX A.D. FRENCH......................................... 307,839(6),(7)
c/o Covington & Xxxxxxx
1330 Avenue of the Americas
Xxx Xxxx, Xxx Xxxx 00000
Attn.: Xxxxxxx Xxxxxx, Esq
XXXX X. XXXXXXX............................................. 0(8)
c/o Yeoman Int'l Holdings
0 xxx Xxxxxxx Xxxxxxx X-0000
Xxxxxxxxxx
XXXXXXXX SECURITIES TRADING LTD............................. 197,000(9)
c/o Yeoman Int'l Holdings
0 xxx Xxxxxxx Xxxxxxx X-0000
Xxxxxxxxxx
Attn.: Xxxx X. Xxxxxxx
---------------
(1) of which (a) 307,144 shares are held in street name in a margin account with
Xxxxxxx Xxxxx Xxxxxx with no loans outstanding subject to a stock power; (b)
550,000 shares are held in the name of Parrotts Cove Associates, LP, a
family limited partnership of which Xxxxx Xxxxxxxx is a limited partner and
the sole general partner, in an account with Banc of America Securities; and
(c) 550,000 shares are pledged as collateral on a loan to Xxxxx Xxxxxxxx
from BB&T Bank pursuant to a secured note due October 25, 2002, and are
subject to BB&T's right of foreclosure upon default on the underlying note
and a signed but undated and uncompleted irrevocable stock power.
(2) of which: (a) 300 shares are owned by Xxx Xxxxxx and Xxxxx Xxxxxx as joint
tenants with right of survivorship and held in street name in an account
with Xxxxxxx Xxxxx Barney and (b) 100 shares are owned by Xxx Xxxxxx and
Xxxxx Xxxxxx as joint tenants with right of survivorship and held in street
name in an account with UBS Xxxxx Xxxxxx.
(3) all of which are owned by Xxxx X. Xxxxxxxxxx and Xxxxx X. Xxxxxxxxxx as
joint tenants with right of survivorship and held in street name in an
account with Wachovia Investments, Inc.
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(4) of which 117 shares are held in an individual retirement account with UBS
PaineWebber as trustee for the benefit of Xxxxx X. Xxxxxxx.
(5) all of which are held in an individual retirement account with Xxxxxxx Xxxxx
as trustee for the benefit of Xxxxxxx X. Xxxxx.
(6) of which 254,543 are held in managed accounts of Mr. French's parents,
Xxxxxxx X.X. French and Alys G.C. French, and the remaining 53,296 are owned
by Xxxxxxx A.D. French outright. Xx. Xxxxxxx A.D. French has the sole power
to vote or to direct the vote, and to dispose of or to direct the
disposition of these 307,839 shares.
(7) Mr. French also has the shared power to dispose or direct the disposition of
an additional 470,261 (inclusive of the 197,000 shares held by Sharwell
Securities Trading Ltd.) which Xx. Xxxxxxx A.D. French may be deemed to own
beneficially.
(8) as of the date hereof, Xx. Xxxxxxx owns no shares, outright or beneficially,
and has no power to vote or to direct the vote, or to dispose of or to
direct the disposition of, any shares. Xx. Xxxxxxx is a Director of Sharwell
Securities Trading Ltd. which owns 197,000 shares outright and has the sole
power to direct the vote and the shared power to dispose or direct the
disposition thereof.
(9) over which Sharwell Securities Trading Ltd. has the sole power to vote or to
direct the vote and the shared power to dispose or direct the disposition
thereof.
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