EXHIBIT 2.2
STOCKHOLDERS AGREEMENT
This STOCKHOLDERS AGREEMENT (this "Agreement"), dated as of July 30,
2001, is made and entered into among Berkshire Hathaway Inc., a Delaware
corporation ("Parent"), BX Merger Sub Inc., a Delaware corporation and wholly
owned subsidiary of Parent ("Purchaser"), and each party listed under the
heading "STOCKHOLDER" on the signature page hereof (each a "Stockholder" and
collectively, the "Stockholders");
W I T N E S S E T H:
WHEREAS, as of the date hereof, each Stockholder is the beneficial
owner ("beneficial owner," "beneficial ownership," "beneficially," and related
terms, wherever used herein, within the meaning of Section 13(d)(1) of the
Securities Exchange Act of 1934, as amended) of the number of shares of common
stock, par value $.50 per share ("Company Common Stock"), of XTRA Corporation, a
Delaware corporation (the "Company"), set forth opposite the Stockholder's name
on Exhibit A hereto (the total number of shares of Company Common Stock
beneficially owned by the Stockholder, and any other Company Common Stock or any
stock option that the Stockholder acquires, as record or beneficial holder,
whether by means of purchase, dividend, distribution, or otherwise, prior to the
termination of this Agreement, other than the shares referred to on Exhibit B,
being collectively referred to as the "Shares");
WHEREAS, concurrently with the execution and delivery of this
Agreement, the Company, Parent, and Purchaser are entering into an Agreement and
Plan of Merger (the "Merger Agreement") of even date herewith, which (upon the
terms and subject to the conditions set forth therein) provides for, among other
things, a tender offer (the "Offer") by Purchaser for the Company Common Stock
and the subsequent merger of Purchaser with and into the Company (the "Merger");
and
WHEREAS, as a condition to their willingness to enter into the Merger
Agreement, Parent and Purchaser have requested each Stockholder to agree, and in
order to induce Parent and Purchaser to enter into the Merger Agreement each
Stockholder has agreed, to enter into this Agreement.
NOW, THEREFORE, in consideration of the premises and the
representations, warranties, covenants, and agreements hereinafter set forth,
the parties hereto hereby agree as follows:
ARTICLE I
STOCKHOLDERS' REPRESENTATIONS AND WARRANTIES
Each Stockholder hereby jointly and severally represents and warrants
to Parent and Purchaser as follows:
1.1 DUE ORGANIZATION AND AUTHORIZATION. Stockholder (other than Xx.
Xxxxxxxxx) is a corporation or limited liability company duly organized, validly
existing, and
-1-
in good standing under the laws of the jurisdiction in which it is formed.
Stockholder possesses the requisite power and authority to execute, deliver, and
perform this Agreement, to appoint or cause to be appointed Purchaser and Parent
(or any nominee thereof) as its Proxy (as defined below), and to consummate the
transactions contemplated hereby. The execution, delivery, and performance of
this Agreement, the appointment of Purchaser and Parent (or any nominee thereof)
as Stockholder's Proxy, and the consummation of the transactions contemplated
hereby have been duly authorized by all requisite action of Stockholder. This
Agreement has been duly executed and delivered by or on behalf of Stockholder
and constitutes a legal, valid, and binding obligation of Stockholder,
enforceable against Stockholder in accordance with its terms. Stockholder
consents to each other Stockholder's execution, delivery, and performance of
this Agreement. There is no other beneficial owner of any of the Shares or other
beneficiary or holder of any other interest in any of the Shares whose consent
is required for the execution and delivery of this Agreement or for the
consummation by Stockholder of the transactions contemplated hereby.
1.2 NO CONFLICTS; REQUIRED FILINGS AND CONSENTS. (a) The execution and
delivery of this Agreement by Stockholder do not, and the performance of this
Agreement by Stockholder will not, (i) conflict with or violate the certificate
or articles of incorporation, bylaws or other organizational documents of
Stockholder (if Stockholder is an entity), (ii) conflict with or violate any law
applicable to Stockholder or by which Stockholder or any of Stockholder's assets
is bound or affected, or (iii) result in any breach of or constitute a default
(or an event that with notice or lapse of time or both would become a default)
under, or give to others any rights of termination, acceleration, or
cancellation of, or result in the creation of a lien or encumbrance on any
assets of Stockholder, including, without limitation, the Shares, pursuant to,
any note, bond, mortgage, indenture, contract, agreement, lease, license,
permit, franchise, or other instrument or obligation to which Stockholder is a
party or by which Stockholder or any of Stockholder's assets is bound or
affected, except in the case of clauses (ii) and (iii), for such matters as
would not prevent or in any way impair Stockholder's ability to perform its
obligations under this Agreement.
(b) The execution and delivery of this Agreement by Stockholder does
not, and the performance of this Agreement by Stockholder will not, require any
consent, approval, authorization or permit of, or filing with or notification
to, any governmental or regulatory authority, domestic or foreign, other than
(i) filings under the HSR Act and any similar foreign requirements, and (ii) any
necessary filing under the Securities Exchange Act of 1934, as amended.
1.3 TITLE TO SHARES. Stockholder is the beneficial owner of the shares
of Company Common Stock as set forth opposite Stockholder's name on Exhibit A
hereto (or shares beneficial ownership as set forth on Exhibit A), free and
clear of any pledge, lien, security interest, mortgage, claim, proxy, voting
restriction or other voting trust, agreement, understanding, or arrangement of
any kind, right of first refusal or other limitation on disposition, adverse
claim of ownership, or other encumbrance of any kind, other than restrictions
imposed by securities laws or pursuant to this Agreement or as set forth on
Exhibit A. Exhibit A also sets forth the record owner of the Shares. As of the
date hereof, Stockholder does not own beneficially or of record any other shares
of Company Common Stock or option to acquire any such shares (other than as set
forth on Exhibit B).
-2-
1.4 INFORMATION FOR OFFER DOCUMENTS AND PROXY STATEMENT. None of the
information relating to Stockholder and its affiliates provided in writing to
Parent by or on behalf of Stockholder or its affiliates specifically for
inclusion in the Schedule TO, Schedule 14D-9, Offer Documents, or Proxy
Statement will, at the respective times the Schedule TO, Schedule 14D-9, Offer
Documents, and Proxy Statement are filed with the SEC or are first published,
sent or given to stockholders of the Company, contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading.
1.5 ACKNOWLEDGMENT. Stockholder, on behalf of itself and its
affiliates, acknowledges and agrees that neither it nor they shall be paid or
shall otherwise be entitled to any broker's, finder's, financial advisor's, or
other similar fee or commission in connection with the transactions contemplated
hereby or by the Merger Agreement.
ARTICLE II
STOCKHOLDERS' COVENANTS
Each Stockholder hereby jointly and severally covenants to Parent and
Purchaser as follows:
2.1 VOTING OF SHARES. Stockholder hereby agrees that from the date
hereof until the termination of the Agreement pursuant to Section 4.2 (the
"Term"), at any meeting of the stockholders of the Company however called and in
any action by written consent of the stockholders of the Company, Stockholder
shall vote (or direct the record owner of its Shares to vote) its Shares (i) in
favor of the Merger and the Merger Agreement, (ii) against any Takeover Proposal
and against any proposal for 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 could reasonably be expected
to result in any of the Company's obligations under the Merger Agreement not
being fulfilled, any change in the composition of the board of directors of the
Company (except as contemplated by the Merger Agreement), any change in the
present capitalization of the Company or any amendment to the Company's
corporate structure or business, or any other action which could reasonably be
expected to impede, interfere with, delay, postpone or materially adversely
affect the transactions contemplated by this Agreement or the Merger Agreement
or the likelihood of such transactions being consummated and (iii) in favor of
any other matter necessary for consummation of the transactions contemplated by
the Merger Agreement which is considered at any such meeting of shareholders or
in such consent, and in connection therewith to execute any documents which are
necessary or appropriate in order to effectuate the foregoing, including
documents enabling Parent and Purchaser or their nominee(s) to vote the Shares
directly.
2.2 PROXY. Stockholder hereby revokes all prior proxies or powers of
attorney with respect to any of its Shares. During the Term, Stockholder hereby
constitutes and appoints Parent and Purchaser, or any nominee designated by
Parent and Purchaser, with full power of substitution and resubstitution at any
time during the Term, as its true and lawful attorney and proxy ("Proxy"), for
and in its name, place, and stead, in the Proxy's discretion to demand that the
Secretary of the Company call a special meeting of the stockholders of the
Company for the
-3-
purpose of considering any matter referred to in Section 2.1 and to vote each
Share held by Stockholder as its Proxy in respect of any such matter, at every
annual, special, adjourned, or postponed meeting of the stockholders of the
Company, including the right to sign its name as stockholder (or to direct the
record owner to sign its name as stockholder) to any consent, certificate, or
other document relating to the Company that the law of the State of Delaware
might permit or require. THE FOREGOING PROXY AND POWER OF ATTORNEY ARE
IRREVOCABLE AND COUPLED WITH AN INTEREST THROUGHOUT THE TERM. Stockholder will
take such further action and execute such other documents as may be necessary to
effectuate the intent of this Section 2.2.
2.3 TENDER. Stockholder hereby agrees to tender or cause to be
tendered in the Offer, prior to the Expiration Date, all Shares owned
beneficially and of record by it. Stockholder hereby acknowledges and agrees
that Parent's and Purchaser's obligation to accept for payment and pay for such
Shares in the Offer is subject to the terms and conditions set forth in Annex A
to the Merger Agreement.
2.4 RESTRICTIONS ON TRANSFER, PROXIES AND NON-INTERFERENCE.
Stockholder hereby agrees, while this Agreement is in effect, and except as
contemplated hereby, not to (i) sell, transfer, pledge, encumber, assign or
otherwise dispose of, or enter into any contract, option or other arrangement or
understanding with respect to the sale, transfer, pledge, encumbrance,
assignment or other disposition of, any of the Shares, (ii) grant any proxies,
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 warranty of Stockholder contained herein untrue or incorrect
in any material respect or have the effect of preventing or disabling
Stockholder from performing Stockholder's obligations under this Agreement.
2.5 DISCLOSURE. Stockholder hereby authorizes Parent and Purchaser to
publish and disclose in the Offer Documents and, if approval of the Company's
stockholders is required under applicable law, the Proxy Statement (including
all documents and schedules filed with the SEC), its identity, its ownership of
Company Common Stock or any other securities issued by the Company, and the
nature of its commitments, arrangements, and understandings under this
Agreement.
2.6 NO SOLICITATION. Stockholder covenants and agrees that, during the
Term, it shall not, directly or indirectly, solicit, initiate, knowingly
encourage, or take any other action designed to facilitate any inquiries or the
making of any proposal from any person (other than from Parent or Purchaser)
relating to (i) any acquisition of any Shares or (ii) any transaction that
constitutes a Takeover Proposal. Stockholder further covenants and agrees that,
during the Term, it shall not participate in any discussions or negotiations
(except with Parent or Purchaser) regarding, or furnish to any person (other
than Parent or Purchaser or if required by law or compelled by subpoena or
similar legal process) any information with respect to, or otherwise cooperate
in any way with, or assist or participate in or facilitate or encourage, any
effort or attempt by any person (other than Parent and Purchaser) to make, any
transaction that may constitute a Takeover Proposal. Stockholder immediately
shall cease and cause to be terminated any existing discussions or negotiations
of Stockholder and its agents or other representatives with any person (other
than Parent and Purchaser) with respect to any of the foregoing. Stockholder
shall notify Parent and Purchaser promptly of any specific proposal or offer
made to
-4-
Stockholder relating to a Takeover Proposal, or any substantive inquiry or
contact made to Stockholder specifically relating to a Takeover Proposal, and
shall, in any such notice to Parent and Purchaser, indicate in reasonable detail
the identity of the person making such proposal, offer, inquiry, or contact and
the material terms and conditions of such proposal, offer, inquiry, or contact.
2.7 SEPARATE SHARES. At Parent's request, after the public
announcement of the Merger Agreement and this Agreement, Xx. Xxxxxxxxx will
recommend to the record owner of the shares referred to on Exhibit B that such
record owner execute and deliver a counterpart of this Agreement or
substantially similar agreement with respect to such separate shares.
ARTICLE III
COMPANY SECURITIES OPTION
3.1 GRANT OF OPTION. In order to induce Parent and Purchaser to enter
into the Merger Agreement, each Stockholder hereby grants to Parent and
Purchaser an irrevocable option (each such option, an "Option") to purchase such
Stockholder's Shares at a price per Share (the "Offer Price") equal to $55.00 in
cash or if a higher price is paid or to be paid by Parent or Purchaser pursuant
to the Offer or the Merger or prior to the termination of this Agreement
pursuant to Section 4.2 below, such higher price, but excluding any price paid
to any shareholder who exercises dissenters' rights in connection with the
Merger. Each Option shall be exercisable pursuant to the terms of Section 3.2
below. If any Option is exercised, each other Option will be exercised.
3.2 EXERCISE OF OPTION. Each Option shall become exercisable, in whole
but not in part, for all Shares subject thereto (less any such Shares which
Purchaser has accepted for payment or paid for in the Offer) at the earlier of
(x) the termination of the Merger Agreement pursuant to Sections 7.1(c)(ii) or
7.1(d)(ii) thereof prior to the Expiration Date or (y) the Expiration Date
(including any extensions thereof but not including any subsequent offering
period). If the Options became exercisable upon the occurrence of the Expiration
Date, the Options may be exercised only if Purchaser has accepted for payment
all shares of Company Common Stock tendered and not withdrawn in the Offer. Each
Option shall remain exercisable for a period of fifteen (15) days after the date
on which the Option becomes exercisable; provided, however, that if all waiting
-------- -------
periods under the HSR Act or other applicable law shall have not expired or been
terminated by the end of such fifteen (15) day exercisability period, the
exercisability period shall automatically be extended to expire at the close of
business on the second business day after all such waiting periods have expired
or terminated, but in no event for more than an additional fifteen (15) days. If
the Options do not become exercisable under this Section 3.2 due to (a) the
termination or withdrawal of the Offer prior to the Expiration Date (including
all extensions thereof) for any reason other than termination of the Merger
Agreement pursuant to Sections 7.1(c)(ii) or 7.1(d)(ii) thereof, or (b) the
failure of Purchaser (in the absence of any termination or withdrawal of the
Offer) to accept for payment (within the time periods required by law and the
terms of the Offer) all shares of Company Common Stock tendered and not
withdrawn in the Offer, the Options shall be deemed to have expired upon such
termination, withdrawal, or failure. In the event that Parent or Purchaser
wishes to exercise the Options, Parent or Purchaser, prior to the expiration
thereof, shall send a written notice to each
-5-
Stockholder identifying the place for the closing of such purchase at least two
(2) business days prior to such closing.
3.3 SUBSEQUENT SALE. If, prior to the earlier of (i) the Effective
Time and (ii) the date which is eighteen (18) months after the exercise of the
Options, Parent or any of its affiliates (including Purchaser) sells (including
sale by virtue of a merger) any or all of the Shares purchased upon exercise of
the Options to an unaffiliated party (a "Subsequent Sale") at a per share price
in excess of the Offer Price (the "Subsequent Sale Price"), then Parent or its
affiliate will pay to the Stockholder from whom such Shares were purchased,
within five (5) days of receipt of payment by Parent or its affiliate for such
Shares, an amount equal to the excess of the Subsequent Sale Price over the
Offer Price multiplied by the number of Shares sold in the Subsequent Sale. If
fewer than all of the Shares so purchased are sold, Parent or its affiliate will
pay such amount to the Stockholders pro rata in proportion to the number of
Shares purchased from them respectively
ARTICLE IV
MISCELLANEOUS
4.1 DEFINITIONS. Terms used but not otherwise defined in this
Agreement, have the meanings assigned to such terms in the Merger Agreement, as
it may be amended from time to time.
4.2 TERMINATION. This Agreement shall terminate and be of no further
force and effect (i) by the written mutual consent of the parties hereto or (ii)
automatically and without any required action of the parties hereto upon the
earliest to occur of (A) the Effective Time, (B) the closing of the exercise of
the Options or the expiration of the Options, whichever occurs earlier, (C) the
termination of the Merger Agreement in accordance with its terms, other than a
termination pursuant to Sections 7.1(c)(ii) or 7.1(d)(ii) thereof, (D) the
amendment of the Merger Agreement without the written consent of the
Stockholders that (x) provides for a reduction in the Offer Price below $55.00;
(y) changes the form of the Offer Price to other than cash or (z) otherwise is
material and adverse to the Stockholders, and (E) December 1, 2001; provided,
--------
however, that if the Options are exercised, Sections 1.1, 1.2 and 1.3, Article
-------
III, and Article IV shall survive and continue in force and effect. The
termination of this Agreement shall not relieve any party hereto from any
liability for any breach of this Agreement prior to termination.
4.3 EXPENSES. All costs and expenses incurred in connection with the
transactions contemplated by this Agreement shall be paid by the party incurring
such costs and expenses.
4.4 NOTICES. All notices and other communications hereunder shall be
in writing and shall be deemed to have been duly given (i) upon hand delivery,
(ii) upon confirmation of receipt of facsimile transmission, (iii) upon
confirmed delivery by a standard overnight courier, or (iv) after five (5)
business days if sent by registered or certified mail, postage prepaid, return
receipt requested, to the following address or to such other address that a
party hereto might later specify by like notice:
-6-
(a) If to Parent or Purchaser, to:
Berkshire Hathaway Inc.
0000 Xxxxxx Xxxxx
Xxxxx, Xxxxxxxx 00000
Attention: Xxxx Xxxxxxx
Telecopy: (000) 000-0000
with copies to:
Xxxxxx, Xxxxxx & Xxxxx LLP
000 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000-0000
Attention: R. Xxxxxxx Xxxxxx
Telecopy: (000) 000-0000
(b) If to Stockholders, to:
Tiger Management Corporation
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention:
Telecopy:
with copies to:
Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx
0000 Xxxxxxxxxxxx Xxx., XX
Xxxxxxxxxx, XX 00000
Attention: Xxxx Xxxxxxxxxxxxx
Telecopy: (000) 000-0000
and
Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx
Xxx Xxx Xxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxxxx
Telecopy: (000) 000-0000
4.5 SEVERABILITY. In the event that any provision in this Agreement is
held invalid, illegal, or unenforceable in a jurisdiction, such provision shall
be modified or deleted as to the jurisdiction involved but only to the extent
necessary to render the same valid, legal, and enforceable. The validity,
legality, and enforceability of the remaining provisions hereof shall
-7-
not in any way be affected or impaired thereby nor shall the validity, legality,
or enforceability of such provision be affected thereby in any other
jurisdiction.
4.6 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
among the parties with respect to the subject matter hereof and supersedes all
prior agreements and understandings, both written and oral, among the parties,
or any of them, with respect thereto.
4.7 ASSIGNMENT. No party may assign or delegate this Agreement or any
right, interest, or obligation hereunder, provided that Parent or Purchaser, in
its sole discretion, may assign or delegate its rights and obligations hereunder
to any direct or indirect wholly owned subsidiary of Parent without obtaining
the consent of any other party hereto; provided further that any such assignment
or delegation shall not relieve Parent or Purchaser from liability hereunder.
4.8 NO THIRD-PARTY BENEFICIARIES. This Agreement shall be binding
upon, inure solely to the benefit of, and be enforceable by only the parties
hereto, their respective successors, and permitted assigns, and nothing in this
Agreement, express or implied, is intended to or shall confer upon any person,
other than the parties hereto, their respective successors, and permitted
assigns, any rights, remedies, obligations, or liabilities of any nature
whatsoever.
4.9 WAIVER OF APPRAISAL RIGHTS. Each Stockholder hereby waives any
rights of appraisal or rights to dissent from the Merger.
4.10 FURTHER ASSURANCE. Each party hereto shall execute and deliver
such additional documents and take all such further action as may be necessary
or desirable to consummate and make effective, in the most expeditious manner
practicable, the transactions contemplated by this Agreement.
4.11 CERTAIN EVENTS. Each Stockholder agrees that this Agreement and
the obligations hereunder shall attach to 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. Notwithstanding any
transfer of Shares, the transferor shall remain liable for the performance of
all obligations under this Agreement.
4.12 NO WAIVER. The failure of any party hereto to exercise any right,
power, or remedy provided under this Agreement or otherwise available at law or
in equity, the failure of any party hereto to insist upon compliance by any
other party hereto with its obligations hereunder, or the existence of any
custom or practice of the parties at variance with the terms hereof shall not
constitute a waiver by such party of its right to exercise any such or other
right, power, or remedy or to demand such compliance.
4.13 SPECIFIC PERFORMANCE. The parties hereto acknowledge that
irreparable damage would occur in the event that any of the provisions of this
Agreement were not performed in accordance with their specific terms or were
otherwise breached. Accordingly, the parties agree that an aggrieved party shall
be entitled to injunctive relief to prevent breaches of this Agreement and to
enforce specifically the terms and provisions hereof in any court having
-8-
jurisdiction, this being in addition to any other right or remedy to which such
party may be entitled under this Agreement, at law, or in equity.
4.14 GOVERNING LAW. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of Delaware, without giving effect to
provisions thereof relating to conflicts of law.
4.15 HEADINGS. The descriptive headings in this Agreement were
included for convenience of reference only and shall not affect in any way the
meaning or interpretation of this Agreement.
4.16 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have each caused this Agreement
to be executed in a manner sufficient to bind them as of the date first written
above.
Berkshire Hathaway Inc.
By: /s/ Xxxx X. Hamburg
--------------------------------
Its: Vice President
-------------------------------
BX Merger Sub Inc.
By: /s/ Xxxx X. Hamburg
--------------------------------
Its: President
-------------------------------
-9-
Stockholders
/s/ Xxxxxx X. Xxxxxxxxx, Xx.
--------------------------------
Xxxxxx X. Xxxxxxxxx, Xx.
Tiger Management Corporation
By: /s/ Xxxxxx X. Xxxxx
--------------------------------
Its: Treasurer
-------------------------------
Tiger Management L.L.C.
By: /s/ Xxxxxx X. Xxxxx
--------------------------------
Its: Treasurer
-------------------------------
Tiger Performance L.L.C.
By: /s/ Xxxxxx X. Xxxxx
--------------------------------
Its: Treasurer
-------------------------------
-10-
EXHIBIT A
No. of Shares of
----------------
Name Company Common Stock
---- --------------------
Tiger Management L.L.C. 2,256,000
Tiger Performance L.L.C. 919,594
Tiger Management Corporation 3,175,594*
--------------------------------------------------------------------------------
*The Shares shown for Tiger Management Corporation ("TMC") include all of the
Shares for each of Tiger Management L.L.C. ("TMLLC") and Tiger Performance
L.L.C. ("TPLLC"). Tiger Management Corporation is the senior managing member of
TMLLC and TPLLC, which are investment managers to certain funds. TMLLC and
TPLLC have the sole power to vote, direct the voting, dispose and direct the
disposition of the respective Shares shown above, but the funds have the
economic interest in the Shares. TMC, as the senior managing member of TMLLC
and TPLLC, and Xxxxxx Xxxxxxxxx, Jr., as controlling person of TMC, TMLLC and
TPLLC, may also be deemed to be the beneficial owner of the Shares. The record
owner of the Shares is Depositary Trust Company for the account of a brokerage
firm.
-11-
EXHIBIT B
No. of Shares of
----------------
Name Company Common Stock
---- --------------------
Trust for the benefit of Xxxxxx X. Xxxxxxxxx, Xx., 13,000
Bank of America, N.A., as trustee.
Trust for the benefit of Xxxxxxxxx Xxxxxx Xxxxxxxxx, 2,500
Bank of America, N.A,. as trustee.
Trust for the benefit of Xxxxxx X. Xxxxxxxxx III, 3,500
Bank of America, N.A., as trustee.
Trust for the benefit of Xxxxxx Xxxxxxx Xxxxxxxxx, 4,500
Bank of America, N.A., as trustee.
-12-
