Exhibit 99.1
FORM OF VOTING AGREEMENT
THIS VOTING AGREEMENT (this "Agreement") is made as of July 20, 2001,
by and between Alleghany Corporation, a Delaware corporation ("Parent"), and
______________ (in each of the capacities set forth on the signature page
hereto, "Shareholder").
WHEREAS, as of the date hereof, Shareholder beneficially owns the
number of shares of common stock, par value $1.00 per share ("Company Common
Shares"), of the Company set forth opposite its name on Schedule I attached
hereto (the "Shares" and, together with any other shares of capital stock of the
Company acquired by Shareholder on or after the date hereof and during the term
of this Agreement, the "Subject Shares");
WHEREAS, Parent, ABC Acquisition Corp., a Wisconsin corporation and a
wholly owned subsidiary of Parent ("MergerSub"), and Capitol Transamerica
Corporation, a Wisconsin corporation (the "Company"), have entered into an
Agreement and Plan of Merger, dated as of the date hereof (as the same may be
amended or supplemented, the "Merger Agreement"), providing for the merger of
the Company with and into MergerSub (the "Merger"), upon the terms and subject
to the conditions set forth in the Merger Agreement, including payment of Merger
Consideration (as defined in the Merger Agreement) of $16.50 in cash per Company
Common Share; and
WHEREAS, as a condition to its willingness to enter into the Merger
Agreement, Parent has requested that Shareholder enter into this Agreement
pursuant to which Shareholder shall, among other things, vote in favor of
adopting and approving the Merger Agreement and the Merger in accordance with
the terms hereof and thereof.
NOW, THEREFORE, to induce Parent to enter into, and in consideration of
its entering into, the Merger Agreement, and in consideration of the promises
and the representations, warranties and agreements contained herein, the parties
agree as follows:
1. Representations and Warranties of Shareholder. Shareholder hereby
represents and warrants to Parent as follows:
(a) Authority; No Conflict. Shareholder has all requisite
power and authority to enter into this Agreement and to consummate the
transactions contemplated hereby. This Agreement has been duly executed
and delivered by Shareholder and, assuming the due authorization,
execution and delivery by Parent, constitutes a valid and binding
obligation of Shareholder enforceable against Shareholder in accordance
with its terms. The execution and delivery of this Agreement does not,
and the consummation of the transactions contemplated hereby and
compliance with the terms hereof will not, conflict with, result in any
violation of, or constitute (with or without notice or lapse of time or
both) a default under, any provision of any trust agreement, loan or
credit agreement, bond, note, mortgage, indenture, lease, partnership
agreement or other contract, agreement, obligation, commitment,
arrangement, understanding, instrument, permit, concession, franchise
or license or any statute, law, ordinance, rule,
regulation, judgment, order, notice or decree applicable to Shareholder
or to the Subject Shares, except, in the case of each of the foregoing,
for any such conflicts, violations or defaults that would not,
individually or in the aggregate, prevent or impair the ability of
Shareholder to perform its obligations under this Agreement.
(b) Subject Shares. Shareholder is the record and beneficial
owner of the Shares, and at the time of the Company Shareholder Meeting
(as defined in the Merger Agreement) will be the record and beneficial
owner of the Subject Shares, in each case free and clear of any Liens
(as defined in the Merger Agreement), other than such Liens that would
not, individually or in the aggregate, prevent or impair the ability of
the Shareholder to perform its obligations under this Agreement.
Shareholder does not own, of record or beneficially, any shares of
capital stock of the Company other than the Shares. Shareholder has the
sole right to vote such Shares, and none of such Shares is, and none of
the Subject Shares will be, subject to any voting trust or other
agreement, arrangement or restriction with respect to the voting of
such Shares or Subject Shares, except as contemplated by this
Agreement.
2. Representations and Warranties of Parent. Parent hereby represents
and warrants to Shareholder that Parent has all requisite corporate power and
authority to enter into this Agreement and to consummate the transactions
contemplated hereby. This Agreement has been duly authorized, executed and
delivered by Parent and, assuming the due authorization, execution and delivery
by Shareholder, constitutes a valid and binding obligation of Parent enforceable
against Parent in accordance with its terms. The execution and delivery of this
Agreement does not, and the consummation of the transactions contemplated hereby
and compliance with the terms hereof will not, conflict with, result in any
violation of, or constitute (with or without notice or lapse of time or both) a
default under, any provisions of the restated certificate of incorporation or
bylaws of Parent or any material trust agreement, loan or credit agreement,
bond, note, mortgage, indenture, lease or other contract, agreement, obligation,
commitment, arrangement, understanding, instrument, permit, concession,
franchise or license or any statute, law, ordinance, rule, regulation, judgment,
order, notice or decree applicable to Parent, except, in the case of each of the
foregoing, for any such conflicts, violations or defaults that would not,
individually or in the aggregate, prevent or impair the ability of Parent to
perform its obligations under this Agreement.
3. Covenants of Shareholder. Subject to Section 6 hereof, Shareholder
agrees as follows:
(a) At any meeting of Shareholders of the Company, however
called, or at any adjournment thereof or in any other circumstances
upon which a vote, consent or other approval (including written
consent) of shareholders of the Company is sought with respect to any
of the matters described in (i) or (ii) below, or any actions related
thereto, Shareholder shall vote (or cause to be voted) the Subject
Shares (which number of shares may be greater or less than the number
of shares as of the date hereof):
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(i) in favor of the Merger, the approval and adoption by the
Company of the Merger Agreement and approval of the other transactions
contemplated by the Merger Agreement; and
(ii) against (A) any merger agreement or merger (other than
the Merger Agreement and the Merger), consolidation, combination, sale
of substantially all of the Company's assets, sale or issuance of
securities of the Company or its subsidiaries, reorganization, joint
venture, recapitalization, dissolution, liquidation or winding up of or
by the Company or its subsidiaries and (B) any amendment of the
Company's articles of incorporation or bylaws, any other proposal or
transaction involving the Company or any of its subsidiaries or any
action or agreement which amendment, other proposal or transaction or
action or agreement would or could reasonably be expected to impede,
frustrate, delay, prevent, nullify or result in a breach in any
material respect of any covenant, representation or warranty or any
other obligation or agreement of the Company under or with respect to,
the Merger, the Merger Agreement or any of the transactions
contemplated by the Merger Agreement or by this Agreement.
(b) Shareholder shall not transfer, sell, assign, exchange, pledge or
otherwise dispose of or encumber any of the Subject Shares, or make any offer or
agreement relating thereto, at any time prior to the termination of this
Agreement, without the prior written consent of Parent. Notwithstanding the
foregoing, (i) Shareholder may, during the term of this Agreement, gift, sell or
otherwise transfer shares to (A) a member or members of a group consisting of
such Shareholder's spouse, such Shareholder's issue, the spouses of such
Shareholder's issue, or any charitable organization, (B) any trust or custodian
account created for the primary benefit of any one or more of such Shareholder
or the permitted transferees described in clause (A) above or (C) a general
partnership, limited partnership, limited liability company or other business
entity, all of the equity interests of which are held by such Shareholder or the
permitted transferees described in clause (A) above, and (ii) an individual
Shareholder who acquired Shares pursuant to this sentence may transfer such
Shares only to the Shareholder from whom, directly or indirectly, such
transferring Shareholder acquired said Shares or parties to whom such
transferring Shareholder is permitted to transfer Company Common Shares pursuant
to this sentence; subject, however, to the requirement that in each case at the
time of and as a condition to such transfer, the permitted transferee shall
provide to Parent its written agreement to be bound by the terms of this
Agreement and to perform all of the obligations of the Shareholder provided for
herein as if the permitted transferee had originally executed and delivered this
Agreement to Parent. Furthermore, Shareholder shall not, except as contemplated
by this Agreement or with the prior written consent of Parent, directly or
indirectly, grant any proxies or powers of attorney with respect to the Subject
Shares, deposit the Subject Shares into a voting trust or enter into a voting
agreement with respect to the Subject Shares.
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4. Certain Events. Shareholder agrees that this Agreement and the
obligations hereunder shall attach to the Subject Shares and shall be binding
upon any person or entity to which legal or beneficial ownership of such Subject
Shares shall pass, whether by operation of law or otherwise, including
Shareholder's successors. In the event of any stock split, stock dividend,
merger, reorganization, recapitalization or other change in the capital
structure of the Company affecting the Company Common Shares, or the issuance to
or acquisition by Shareholder of additional Company Common Shares or other
voting securities of the Company (whether by purchase, conversion or otherwise),
the number of Subject Shares shall be adjusted appropriately and this Agreement
and the obligations hereunder shall attach to any additional or fewer Company
Common Shares or other voting securities of the Company issued to or acquired by
Shareholder.
5. Assignment. Neither this Agreement nor any of the rights, interests
or obligations hereunder shall be assigned by Shareholder, on the one hand,
without the prior written consent of Parent nor by Parent, on the other hand,
without the prior written consent of Shareholder. Subject to the preceding
sentence, this Agreement will be binding upon, inure to the benefit of and be
enforceable by the parties and their respective successors and assigns.
6. Termination. This Agreement shall terminate, and the provisions
hereof shall be of no further force or effect, and no party shall have any
further obligations or liabilities hereunder, upon the earlier of (i) the
Effective Time (as defined in the Merger Agreement) or (ii) the termination of
the Merger Agreement in accordance with its terms pursuant to Article IX
thereof; provided, however, that notwithstanding anything to the contrary
contained in this Agreement, no party hereto shall be relieved of or released
from any liabilities or damages arising out of a willful and material breach of
its covenants or a willful and material breach of its representations or
warranties contained in this Agreement prior to the termination of this
Agreement.
7. General Provisions.
(a) Amendments. This Agreement may not be amended except by an
instrument in writing signed by each of the parties hereto.
(b) Notice. All notices, requests and other communications
given to any party hereunder shall be in writing (including facsimile
or similar writing) and shall be effective upon receipt, by Parent at
the address specified in accordance with Section 10.1 of the Merger
Agreement or by Shareholder at its address set forth on the Company's
stock ledger (or at such other address for a party as shall be
specified by like notice).
(c) Counterparts; Effectiveness; No Third Party Beneficiaries.
This Agreement may be signed in counterparts, each of which shall be an
original, with the same effect as if the signatures on each counterpart
were upon the same instrument. This Agreement shall become effective
when each party hereto shall have received counterparts hereof signed
by the other party hereto. No provision of this Agreement is intended
to confer upon any Person other than the parties hereto any rights or
remedies hereunder.
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(d) Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Wisconsin,
regardless of the laws that might otherwise govern under applicable
principles of conflicts of law thereof.
(e) Enforcement. The parties agree 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. It is
accordingly agreed that the parties shall be entitled to specific
performance of the terms hereof, this being in addition to any other
remedy to which they are entitled at law or in equity.
(f) Public Announcements. Except as required by law,
Shareholder shall not issue any press release or other public statement
with respect to the transactions contemplated by this Agreement and the
Merger Agreement without the prior written consent of Parent.
(g) Severability. If any provision of this Agreement or any
part of any such provision is held under any circumstances to be
invalid or unenforceable in any jurisdiction, then (i) such provision
or part thereof shall, with respect to such circumstances and in such
jurisdiction, be deemed amended to conform to applicable laws so as to
be valid and enforceable to the fullest possible extent, (ii) the
invalidity or unenforceability of such provision or part thereof under
such circumstances and in such jurisdiction shall not affect the
validity or enforceability of such provision or part thereof under any
other circumstances or in any other jurisdiction, and (iii) the
invalidity or unenforceability of such provision or part thereof shall
not affect the validity or enforceability of the remainder of such
provision or the validity or enforceability of any other provision of
this Agreement. Each provision of this Agreement is separable from
every other provision of this Agreement, and each part of each
provision of this Agreement is separable from every other part of such
provision.
(h) Entire Agreement. This Agreement (together with the
Schedules hereto) constitutes the entire agreement between the parties
with respect to the subject matter hereof and supersedes all prior
agreements and understandings, both oral and written, between the
parties with respect to the subject matter hereof.
(i) Shareholder Capacity. Shareholder enters into this
Agreement solely in Shareholder's capacity as the record and beneficial
owner of the Shares. If Shareholder is or becomes during the term
hereof a director or officer of the Company, Shareholder makes no
agreement or understanding in this Agreement in Shareholder's capacity
as such director or officer. Nothing in this Agreement shall limit or
affect any actions taken by Shareholder in Shareholder's capacity as an
officer or director of the Company.
(j) No Ownership Interest. Except as expressly set forth in
this Agreement, nothing contained in this Agreement shall be deemed to
vest in Parent any direct or indirect ownership or incidence of
ownership of or with respect to any Subject Shares. All rights,
ownership and economic benefits of and relating to any Subject Shares
shall remain and belong to Shareholder, and Parent shall not
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have any authority to exercise any power or authority to manage,
direct, superintend, restrict, regulate, govern or administer any of
the policies or operations of the Company or exercise any power or
authority to direct Shareholder in the voting of any of the Subject
Shares, except as otherwise expressly provided in this Agreement.
[Signature page follows.]
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IN WITNESS WHEREOF, the parties hereto have duly executed or caused
this Agreement to be duly executed as of the date first written above.
SHAREHOLDER,
______________________
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Signature of Shareholder
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Print or Type Name of Shareholder
ALLEGHANY CORPORATION
By:
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Name:
Title:
SCHEDULE I
Schedule of Share Ownership
Name Shares
