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EXHIBIT 10(ee)
ATTACHMENT III
STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT
This Stockholder and Registration Rights Agreement, executed as
of August 1994, between AMERICAN EXPLORATION COMPANY, a Delaware corporation
("American"), and the parties identified on the signature pages hereto as the
"Holders" (each, a "Holder" and collectively, the "Holders");
W I T N E S S E T H:
WHEREAS, American is offering to purchase the Holders' limited
partner interests in, and net profit interests (all such limited partner and
net profits interests being collectively referred to as the "Interests") carved
out of American's working interest in certain properties that are related to,
American Production Partnership-VII, Ltd., American Net Profits
Partnership-VII, Ltd. and American Production Partnership-VIII, Ltd. pursuant
to Offers to Purchase and Exchange Offers dated July 25, 1994 (the "Offers");
and
WHEREAS, pursuant to the Offers shares of American Common Stock,
par value $.05 per share (the "Common Stock"), have been or will be issued to
the Holders in the amounts set forth opposite the Holders' names on the
signature pages hereto; and
WHEREAS, American desires to provide the Holders with an
opportunity to achieve liquidity in their respective investments in American by
granting the Holders certain registration rights relating to the Common Stock.
NOW, THEREFORE, American and the Holders agree as follows:
1. Definitions. As used in this Agreement, the following
terms shall have the respective meanings set forth below (such meanings to be
equally applicable to both the singular and plural forms of the terms defined):
"American" has the meaning specified in the preamble.
"Closing Price" means, with respect to the Common Stock, the last
reported sales price of the Common Stock on the New York Stock Exchange, the
American Stock Exchange, the NASDAQ National Market System or any similar
system of automated dissemination of quotations of securities prices in the
United States.
"Common Stock" has the meaning specified in the recitals.
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"Exchange Act" means the Securities Exchange Act of 1934, as
amended.
"Fundamental Change" shall mean (i) the occurrence of any
transaction or event in connection with which all or substantially all of the
shares of Common Stock are exchanged for, converted into, acquired for or
constitute solely the right to receive cash, securities, property or other
assets (whether by means of an exchange offer, liquidation, tender offer,
consolidation, merger, combination, reclassification or otherwise) or (ii) the
conveyance, sale, lease, assignment, transfer or other disposal of all or
substantially all of American's property, business or assets; provided,
however, that a Fundamental Change shall not be deemed to have occurred by
reason of the occurrence of any reverse stock split proposed by American.
"Holder" has the meaning specified in the preamble.
"Indemnified Party" has the meaning specified in Section 4(d).
"Indemnifying Party" has the meaning specified in Section 4(d).
"Initiating Holders" means any Holders who propose to have
American register their Restricted Stock, which Restricted Stock shall have an
aggregate market value, determined by reference to the Closing Price of the
Common Stock on the date such request is received, of at least $2,000,000.
"Interests" has the meaning specified in the recitals.
"Offers" has the meaning specified in the recitals.
"person" means any individual, firm, corporation, partnership or
other entity, unless the context otherwise requires.
"Requesting Holders" has the meaning specified in Section
4(b)(ii) hereof.
"Restricted Stock" means any shares of Common Stock acquired by
any Holders in connection with the Offers, including any such shares acquired
pursuant to Section 9 of the Offer to Purchase and Exchange Offer relating to
the Offers.
"SEC" means the Securities and Exchange Commission.
"Securities Act" means the Securities Act of 1933, as amended.
"Termination Date" has the meaning specified in Section 5(a)
hereof.
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2. Covenants of the Holders.
(a) Each Holder covenants and agrees that it shall not sell,
transfer any beneficial interest in, or otherwise dispose of any shares
of Restricted Stock otherwise than pursuant to (i) an effective
registration statement under the Securities Act, (ii) Rule 144 of the
general rules and regulations under the Securities Act or (iii) an
exemption from registration under the Securities Act determined to be
available in the opinion of counsel reasonably acceptable to American.
(b) All certificates representing ownership of shares of
Restricted Stock shall include the following legend until such
securities have been transferred in accordance with the provisions
hereof:
"These shares have not been registered under the Securities Act
of 1933, as amended, or any applicable state securities laws, and
such shares may not be offered, sold or otherwise transferred,
pledged or hypothecated unless and until registered or qualified
under such Act or state laws, or unless such offer, sale,
transfer, pledge or hypothecation is exempt from registration or
is otherwise in compliance with such Act or state laws."
3. Covenants of American.
Prior to the Termination Date and subject to the provisions
hereof:
(a) For as long as any Holder shall continue to hold any
Restricted Stock, American shall file, on a timely basis, all annual,
quarterly and other reports required to be filed by it under Section 13
or 15(d) of the Exchange Act and the rules and regulations thereunder,
as amended from time to time.
(b) If a Fundamental Change (the date of occurrence of such
Fundamental Change being the "Fundamental Change Date") shall occur at
any time after the Expiration Date (as defined in the Offers) and the
issuance of the Initial Shares but before the issuance of the Subsequent
Shares (as such capitalized terms are defined in the Offers), each
Holder of Interests that were tendered for exchange in the Offers but
that have, at the time of such Fundamental Change Date, not been
exchanged for shares of Common Stock, shall have the right to require
that American or its successor purchase, in which event American or its
successor shall be obligated to purchase, such Interests at a purchase
price equal to the same consideration, or the cash equivalent, that such
Holder would have been entitled to receive if such shares of Common
Stock had been issued on or before the Fundamental Change Date (the
"Purchase Price"), in accordance with the procedures set forth in
Subsections (c) and (d) of this Section; provided, however, that such
holders shall not have such right, and American or its successor shall
not have such obligation, if at the special meeting of stockholders of
American called to consider a proposal to approve the issuance
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of the Subsequent Shares Stockholder Approval (as such capitalized terms
are defined in the Offers) of such proposal is not obtained.
(c) Within 30 days following any Fundamental Change Date,
American or its successor shall send by first class mail, postage
prepaid, to each Holder of such Interests, at his address appearing in
the corporate records of American or its successor, a notice stating:
(i) that a Fundamental Change has occurred and that
such Holder has the right to require American or its successor to
purchase such Interests at the Purchase Price;
(ii) the circumstances and relevant facts regarding such
Fundamental Change;
(iii) a purchase date (the "Purchase Date"), which shall
be no fewer than 30 days nor more than 60 days from the date such
notice is mailed or if not a business day, the next following
business day;
(iv) the Purchase Price; and
(v) the place at which notice to exchange such
Interests is to be presented.
(d) Notwithstanding anything to the contrary herein, American
or its successor shall not be obligated to give notice to Holders of
such Interests or to purchase such Interests with respect to more than
one Fundamental Change.
(e) Notwithstanding anything to the contrary herein, the
purchase rights and obligations set forth in Section 3(b) and Section
3(c) with respect to any shares of Restricted Stock shall terminate and
be of no further force or effect upon the sale of such Shares pursuant
to a registered underwritten public offering of Common Stock effected
pursuant to Section 4.
4. Registration Rights.
(a) Required Registration. The Initiating Holders may request
that American effect an underwritten registration with respect to any
Restricted Stock as follows:
(i) Request for Registration of Restricted Stock. In
the event that American shall receive from the Initiating Holders
a written request that American effect registration of an
underwritten public offering with respect to all or any part of
the Restricted Stock, American will: (A) promptly give written
notice of the
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proposed registration to all other Holders; and (B) as soon as
practicable use its diligent best efforts to effect all such
registration, qualification and compliance (including, without
limitation, the execution of an undertaking to file
post-effective amendments, appropriate qualification under
applicable blue sky or other state securities laws and
appropriate compliance with applicable regulations issued under
the Securities Act) as may be so requested and as would permit or
facilitate the underwritten offering of all or such portion of
such Restricted Stock as is specified in such request, together
with all or such portion of the Restricted Stock of any Holder or
Holders thereof joining in such request as are specified in a
written request given within 30 days after receipt of such
written notice from American; provided that American shall not be
obligated to take any action to effect any such registration,
qualification or compliance pursuant to this Section 4(a)(i) if:
(A) American has effected one previous registration pursuant to
this Section 4(a)(i) during the preceding twelve-month period,
(B) American has effected two previous registrations pursuant to
this Section 4(a)(i) or (C) reputable counsel designated by
American delivers an opinion to such Initiating Holders, in form
and substance satisfactory to such Initiating Holders, to the
effect that the Restricted Stock specified in the request for
registration may be sold or distributed as planned by the
Initiating Holders without registration.
(ii) Underwriting. American shall (together with all
Holders proposing to sell their Restricted Stock in the
underwritten public offering) enter into an underwriting
agreement in customary form with the representative of the
underwriter or underwriters selected for such underwriting by
American. Notwithstanding any other provision of this Section
4(a), if the representative determines, in good faith and
independent of any request by American, that marketing factors
require a limitation of the number of shares to be underwritten,
the representative may limit the number of shares of Restricted
Stock to be included in the registration and underwriting to the
extent such representative deems necessary. American shall so
advise all Holders, and the number of shares of Restricted Stock
that may be included in the registration and underwriting shall
be allocated among all Holders thereof in proportion, as nearly
as practicable, to the respective amounts of Restricted Stock
entitled to inclusion in such registration held by such Holders
at the time of filing the registration statement. If any Holder
disapproves of the terms of the underwriting, such person may
elect to withdraw therefrom by written notice to American, the
underwriter and the Initiating Holders and the Restricted Stock
so withdrawn shall also be withdrawn from registration but shall
be entitled to such registration rights granted to such
Restricted Stock pursuant to this Section 4(a) as may thereafter
remain in effect.
American and the holders of Common Stock of American to
whom American has granted registration rights substantially
identical to those granted hereunder may include their respective
shares of Common Stock for their own
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accounts in such registration if the representative of the
underwriters so agrees and if the number of shares of Restricted
Stock and other Common Stock that would otherwise have been
included in such registration and underwriting will not thereby
be limited and if such inclusion will not otherwise adversely
affect the offering.
(iii) Expenses of Requested Registration. American shall
bear all expenses incurred in connection with each registration,
qualification or compliance pursuant to Section 4(a)(i),
including, without limitation, all registration, filing and
qualification fees, printing expenses, audit fees and fees and
disbursements of counsel for American (but excluding
underwriters' commissions and fees and any reimbursable
disbursements and expenses of the underwriters allocable to the
Restricted Stock of the Holders, which commissions, fees,
disbursements and expenses shall be borne pro rata (by share) by
the Holders electing to participate in such requested
registration).
(b) Company Registration.
(i) Registration Initiated by American. In the event
American shall determine at any time prior to the expiration of
two years following the later of (i) the Expiration Date or (ii)
the date of issuance of the Subsequent Shares following
Stockholder Approval thereof (as such capitalized terms are
defined in the Offers) to register any of its Common Stock under
the Securities Act for sale in an underwritten offering, either
for its own account or for the account of a holder or holders of
Common Stock exercising their respective demand registration
rights (but specifically excluding any registration relating to
employee benefit plans, or the acquisition or purchase by or
combination by merger or otherwise of American with another
company or business entity or partnership or a registration
pursuant to Section 4(a)), American will:
(A) promptly give to each Holder written notice
thereof (which shall include a list of the jurisdictions
in which American intends to attempt to qualify such
Common Stock under the applicable blue sky or other state
securities laws); and
(B) include in such registration (and any
related qualification under blue sky laws or other
compliance), all the Restricted Stock specified in a
written request or requests, made within 30 days after
receipt of such written notice from American, by any
Holder or Holders, except as set forth in Sections
4(b)(ii) and 4(b)(iii) below.
(ii) Amount to be Included. Notwithstanding any other
provision of Section 4(b), in the event that Restricted Stock is
requested to be included in any registration initiated pursuant
to Section 4(b)(i), and if, in the good faith judgment
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of the representative of the underwriters and independent of any
request by American, the inclusion of all of the Restricted Stock
originally covered by a request for registration, together with
the number of shares to be offered by American or other holders
of Common Stock who hold similar registration rights, would
interfere with the successful marketing of such shares, then such
representative may limit the number of shares of Common Stock to
be included in the registration such that the Holders of shares
of Restricted Stock together with other holders of Common Stock
who hold similar registration rights who have requested
registration (collectively, the "Requesting Holders") shall
participate in the underwritten public offering pro rata based
upon the total number of shares of Common Stock held by each
Requesting Holder (including the number of shares of Common Stock
that each such holder may then be entitled to receive upon the
exercise of any option or warrant, or the exchange or conversion
of any security, held by such holder). If any such holder would
thus be entitled to include more shares than such holder
requested to be registered, the excess shall be allocated among
other Requesting Holders pro rata in a manner similar to that
described in the previous sentence.
(iii) Underwriting. The right of any Holder to
registration pursuant to this Section 4(b) shall be conditioned
upon such Holder's participation in the underwriting and the
inclusion of such Holder's Restricted Stock in the underwriting
to the extent provided herein. All Holders proposing to sell
their Restricted Stock through such underwriting shall (together
with American and the other holders (if any) selling their shares
of Common Stock through such underwriting) enter into an
underwriting agreement in customary form with the underwriter or
underwriters selected for such underwriting by American. If any
Holder disapproves of the terms of any such underwriting, he may
elect to withdraw therefrom by written notice to American and the
underwriter. Any Restricted Stock excluded or withdrawn from
such underwriting shall be withdrawn from such registration.
(iv) Expenses of Registration by American. American
shall bear all expenses incurred in connection with each
registration, qualification or compliance pursuant to this
Section 4(b), including, without limitation, all registration,
filing and qualification fees, printing expenses, audit fees and
fees and disbursements of counsel for American (but excluding
underwriters' commissions and fees and any reimbursable
disbursements and expenses of the underwriters allocable to the
Restricted Stock of the Holders, which commissions, fees,
disbursements and expenses shall be borne pro rata (by share) by
the Holders electing to participate in such requested
registration).
(c) Registration Procedures. In the case of each
registration, qualification or compliance effected by American pursuant
to this Section 4 pursuant to which Restricted
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Stock for a Holder is included therein, American will keep such Holder
advised as to the initiation of each registration, qualification and
compliance and as to the completion thereof. At its expense, American
will:
(i) furnish such number of prospectuses and other
documents incident thereto as such Holder from time to time may
reasonably request; and
(ii) list such Restricted Stock on each securities
exchange (if any) on which the Common Stock is listed.
(d) Indemnification.
(i) American will, if Restricted Stock held by a Holder
is included in the shares of Common Stock as to which such
registration, qualification or compliance is being effected,
indemnify such Holder, each of its officers and directors, and
each person controlling such Holder, with respect to which
registration, qualification or compliance has been effected
pursuant to Section 4(a) or (b), and each underwriter, and each
person who controls any underwriter, against all claims, losses,
damages and liabilities (or actions in respect thereof) arising
out of or based on any untrue statement (or alleged untrue
statement) of a material fact contained in any prospectus,
offering circular or other document (including any related
registration statement, notification or the like) incident to any
such registration, qualification or compliance, or based on any
omission (or alleged omission) to state therein a material fact
required to be stated therein or necessary to make the statements
not misleading, or any violation by American of any rule or
regulation promulgated under the Securities Act, or of any other
federal, state or common law, applicable to American and relating
to any action or inaction required of American in connection with
any such registration, qualification or compliance, and will
reimburse each such Holder, each of its officers and directors,
and each person controlling such Holder, each such underwriter
and each person who controls any such underwriter, for any legal
and any other expenses reasonably incurred in connection with
investigating or defending any such claim, loss, damage,
liability or action, provided that American will not be liable in
any such case to the extent that any such claim, loss, damage,
liability or expense arises out of or is based on any untrue
statement or omission based upon written information furnished to
American by an instrument duly executed by such Holder or
underwriter and stated to be specifically for use therein. Such
indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of such party and shall
survive the subsequent transfer of shares of Common Stock by the
seller thereof and the transfer of any shares of Common Stock of
American that were the subject of such registration,
qualification or listing.
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(ii) Each Holder will, if Restricted Stock held by such
Holder is included in the shares of Common Stock as to which such
registration, qualification or compliance is being effected,
indemnify American, each of its directors and officers, each
underwriter of American's Common Stock covered by such a
registration statement, each person who controls American or such
underwriter within the meaning of the Securities Act, and each
other Holder registering Restricted Stock, each of its officers
and directors and each person controlling such Holder, against
all claims, losses, damages and liabilities (or actions in
respect thereof) arising out of or based on any untrue statement
(or alleged untrue statement) of a material fact contained in any
such registration statement, prospectus, offering circular or
other document, or any omission (or alleged omission) to state
therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and will
reimburse American, such Holders, such directors, officers,
persons, underwriters or control persons for any legal or any
other expenses reasonably incurred in connection with
investigating or defending any such claim, loss, damage,
liability or action, in each case to the extent, but only to the
extent, that such untrue statement (or alleged untrue statement)
or omission (or alleged omission) is made in such registration
statement, prospectus, offering circular or other document in
reliance upon and in conformity with written information
furnished to American by such Holder specifically for use
therein; provided, however, that (i) the obligations of such
Holders hereunder shall be limited to an amount equal to the
proceeds to each such Holder of Restricted Stock sold as
contemplated herein and (ii) the indemnity for untrue statements
or omissions described above shall not apply if the Holder
providing such written information provides American with such
additional written information prior to the effectiveness of the
registration as is required to make the previously supplied
written information true and complete, together with a
description in reasonable detail of the information previously
supplied that was untrue or incomplete.
(iii) Each party entitled to indemnification under this
Section 4(d) (the "Indemnified Party") shall give notice to the
party required to provide indemnification (the "Indemnifying
Party") promptly after such Indemnified Party has actual
knowledge of any claim as to which indemnity may be sought, and
shall permit the Indemnifying Party to assume the defense of any
such claim or any litigation resulting therefrom, provided that
counsel for the Indemnifying Party, who shall conduct the defense
of such claim or litigation, shall be approved by the Indemnified
Party (whose approval shall not unreasonably be withheld), and
the Indemnified Party may participate in such defense at such
party's expense, and provided further that the failure of any
Indemnified Party to give notice as provided herein shall not
relieve the Indemnifying Party of its obligations under this
Section 4(d). After notice from the Indemnifying Party to the
Indemnified Party of its election to assume the defense of such
claim or litigation, the Indemnifying Party will not be liable to
such Indemnified Party for any legal or
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other expenses subsequently incurred by such Indemnified Party in
connection with the defense thereof other than reasonable costs
of investigation, unless the Indemnifying Party abandons the
defense of such claim or litigation. No Indemnifying Party, in
the defense of any such claim or litigation, shall, except with
the consent of each Indemnified Party, consent to entry of any
judgment or enter into any settlement that does not include as an
unconditional term thereof the giving by the claimant or
plaintiff to such Indemnified Party of a release from all
liability in respect to such claim or litigation.
(e) Information by Holder. The Holder or Holders of
Restricted Stock included in any registration shall furnish to American
such information regarding such Holder or Holders and the distribution
proposed by such Holder or Holders as American may reasonably request,
and as shall be required in connection with any registration,
qualification or compliance referred to in this Section 4.
(f) Postponement of Requested Registration. If, within ten
days of American's receipt of a registration request from Initiating
Holders, American notifies such Initiating Holders in writing that
effecting the requested registration would materially and adversely
affect a material transaction then under current consideration by
American, then American may postpone its performance of its obligations
hereunder for a period not to exceed 90 days.
(g) Term. Notwithstanding any other provision of this
Agreement, the respective covenants and agreements contained in this
Section 4 shall continue for a period of two years following the later
of (i) Expiration Date (as such term is defined in the Offers) and (ii)
the date of the issuance of the Subsequent Shares following Stockholder
Approval thereof (as such capitalized terms are defined in the Offers),
and with respect to any request for registration made prior to the end
of such two-year period, shall continue in effect until all obligations
hereunder with respect thereto are fulfilled, provided that the
indemnification obligations contained in Section 4(d) shall survive
forever.
5. Termination.
(a) Subject to Section 4(g), this Agreement shall terminate
two years following the later of (i) the Expiration Date (as such term
is defined in the Offers) and (ii) the date of the issuance of the
Subsequent Shares following Stockholder Approval thereof (as such
capitalized terms are defined in the Offers) (the "Termination Date").
6. Miscellaneous.
(a) The Holders, on the one hand, and American, on the other,
acknowledge and agree that irreparable damage would occur in the event
any of the provisions of this Agreement were not performed in accordance
with their specific terms or were otherwise
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breached. It is accordingly agreed that the parties shall be entitled
to an injunction or injunctions to prevent breaches of the provisions of
this Agreement and to enforce specifically the terms and provisions
hereof in any court of the United States or any state thereof having
jurisdiction, in addition to any other remedy to which they may be
entitled at law or equity.
(b) If requested in writing by American, each Holder shall
present or cause to be presented promptly all certificates representing
Restricted Stock now owned for the placement thereon of the following
legend, which will remain on such certificates as long as such
Restricted Stock are subject to the restrictions contained in this
Agreement:
"The securities represented by this certificate are
subject to the provisions of a Stockholder and Registration
Rights Agreement, dated as of _______________ ___, 1994, between
the registered owner of the shares represented by this
certificate and American Exploration Company (the 'Agreement').
These securities may not be sold or transferred except in
accordance with the Agreement. A copy of the Agreement is on
file at the office of the Corporate Secretary of American
Exploration Company."
American may enter a stop transfer order with the transfer agent
or agents of American prohibiting the transfer of Restricted Stock
except in compliance with the requirements of this Agreement. American
agrees to remove promptly any stop transfer order with respect to, and
issue promptly unlegended certificates in substitution for, certificates
for any shares of Restricted Stock that are no longer subject to the
restrictions contained in this Agreement.
(c) All notices and other communications hereunder shall be in
writing and shall be deemed given (i) when delivered personally, (ii)
when received if sent by registered or certified mail, return receipt
requested, or delivery service or (iii) when received by facsimile
transmission, in each case to the parties at the following addresses (or
at such other address as a party may specify by like notice):
(A) If to American, to:
American Exploration Company
0000 Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxx X. Xxx, XX
Fax: (000) 000-0000
Telephone confirmation: (000) 000-0000
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With a copy (which shall not constitute notice) to:
Xxxxx & Xxxxx, L.L.P.
000 Xxxxxxxxx
Xxxxxxx, Xxxxx 00000
Attention: Xxx X. Xxxx
Fax: (000) 000-0000
(B) If to any Holder, to the address maintained in the
records of American.
(d) This Agreement supersedes all prior agreements between the
parties (written or oral) and is intended as a complete and exclusive
statement of the terms of the agreement between the parties.
(e) This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware and shall be construed
and enforced in accordance with the laws of such state without regard to
principles of conflicts of laws thereof.
(f) The headings and table of contents contained in this
Agreement are for reference purposes only and shall not affect in any
way the meaning or interpretation of this Agreement.
(g) Any term or provision of this Agreement may be waived at
any time by an instrument in writing signed by the party that is
entitled to the benefits thereof, and this Agreement may be amended or
supplemented at any time by an instrument in writing signed by both
parties hereto.
(h) Except as otherwise provided herein, no party hereto shall
assign this Agreement or any part thereof without the prior written
consent of the other parties. Except as otherwise provided herein, this
Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns. No such assignment
shall release any party of any of its obligations under this Agreement.
(i) If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any rule of law or
public policy, all other conditions and provisions of this Agreement
shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated hereby is
not affected in any manner adverse to either party. Upon such
determination that any term or other provision is invalid, illegal or
incapable of being enforced, the parties hereto shall negotiate in good
faith to modify this Agreement so as to effect the original intent of
the parties as closely as possible in an acceptable manner to the end
that the transactions contemplated hereby are fulfilled to the extent
possible.
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(j) This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all
of which together shall constitute but one and the same agreement.
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IN WITNESS WHEREOF, the Holders and American have caused this
Agreement to be duly executed by their respective officers, each of whom is
duly authorized, all as of the day and year first above written.
AMERICAN EXPLORATION COMPANY
By:
-------------------------------
Name:
Title:
Number of Shares: [HOLDER]
(issue date)
By:
-------------------- -------------------------------
Name:
Title:
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SCHEDULE
American Exploration Company has entered into agreements identical to
the foregoing with respect to the following parties, with the number of shares
subject to each agreement set forth opposite such party's name:
GEAPPL Corp. 7,047,093
Massachusetts Mutual 2,697,382
Life Insurance Company
Principal Mutual Life 2,045,843
Insurance Company
UNUM Life Insurance 1,923,010
Co. of America
First UNUM Life Insurance 286,672
Company
