Annex A
SII Acquisition Company jointly files this Form 3 with Xxxxxx
Chemical, Inc. The address of SII Acquisition Company is also 000 Xxxx Xxxxx
Xxxxxx, Xxxxxxxx, Xxxx 00000.
Annex B
Beneficial Ownership is based solely on the provisions of a Voting
Agreement, dated as of December 18, 1998 (the "Voting Agreement"), among
Xxxxxx Chemical, Inc., a Delaware corporation, SII Acquisition Company, a
Virginia corporation, and Xxxxxxx X. Xxxxxxx and Xxxxxxxxx X. Xxxxxxx, Xxxxxx
X. Xxxxxxxx and Xxxxxx X. Xxxxxxxx, Xx., Xxxxxxxx Family Corporation,
Xxxxxxxx Family Limited Partnership, Trustees u/a with Xxxxxx X. Xxxxxxxx,
Xx. and Trustees u/a with Xxxxxx X. Xxxxxxxx (the "Stockholders") pursuant to
which among other things, the Stockholders have agreed to vote 3,695,800
shares of common stock of Xxxxxxxx Industries, Inc. in favor of the Merger
(as defined in the Agreement and Plan of Merger, dated as of December 18,
1998 (the "Merger Agreement"), among Xxxxxx Chemical, Inc., SII Acquisition
Company, and Xxxxxxxx Industries, Inc.) and of certain related agreements and
actions and against certain other enumerated related actions or agreements.
Subject to the terms and conditions of the Voting Agreement, the Stockholders
have also agreed, among other things, to restrictions on transfer of their
common stock of Xxxxxxxx Industries, Inc., to waive any rights of appraisal
available in the Merger and to take or refrain from taking certain other
actions. A description of the Voting Agreement is contained in the Schedule
13D filed by the Reporting Person with the Securities and Exchange Commission
on December 28, 1998, which is incorporated herein by reference.
