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Exhibit 2(t)
SHAREHOLDER VOTING AGREEMENT
This Agreement is made as of this 9th day of Oct, 1996, among United
Magazine Company, an Ohio corporation (the "Company"), ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Ohio Periodical Distributors, Inc., Wholesalers Leasing Corp.,
Northern News Company, Readmor Bookstores, Inc., The ▇▇▇▇▇▇▇ Companies, the
shareholders of The ▇▇▇▇▇ Companies whose names appear at the end of this
Agreement, and the shareholders of Michiana News Service, Inc., whose names
appear at the end of this Agreement, hereinafter referred to as "Shareholders".
BACKGROUND INFORMATION
A. Effective July 29, 1996, August 1, 1996 and August 2, 1996, the Company
entered into transactions with Northern News Company ("Northern"), Ohio
Periodical Distributors, Inc. ("OPD"), and Wholesalers Leasing Corp. ("WLC")
pursuant to which each of Northern, OPD and WLC shall transfer certain of its
assets and liabilities to the Company in exchange for common shares of the
Company and senior and subordinated debentures of the Company, and effective
August 2, 1996 and August 3, 1996, the Company entered into transactions with
The ▇▇▇▇▇▇▇ Companies and its shareholders ("▇▇▇▇▇▇▇") and Read-mor Book Stores,
Inc. and its shareholders ("Read-mor"), pursuant to which the shareholders of
▇▇▇▇▇▇▇ and Read-mor shall contribute all of the shares of stock of ▇▇▇▇▇▇▇ and
Read-mor to the Company in exchange for common shares of the Company and senior
and subordinated debentures of the Company.
B. Effective July 30, 1996, the Company entered into a transaction with the
shareholders of Michiana News Service, Inc. ("Michiana"), pursuant to which the
shareholders of Michiana shall contribute all of the shares of stock of Michiana
owned by them to the Company in exchange for common shares of the Company and
senior and subordinated debentures of the Company.
C. Effective July 31, 1996, the Company entered into a transaction with the
shareholders of The ▇▇▇▇▇ Companies ("▇▇▇▇▇"), pursuant to which the
shareholders of ▇▇▇▇▇ shall contribute all of the shares of stock of ▇▇▇▇▇ owned
by them to the Company in exchange for common shares of the Company and senior
and subordinated debentures of the Company.
D. The senior and subordinated debentures issued to the Shareholders were
issued pursuant to the terms of a Debentures Agreement, dated as of
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Oct. 9, 1996, which provides that the Shareholders will enter into a voting
agreement, on the terms set forth herein, providing for certain voting
arrangements among the Shareholders.
E. Each of the Shareholders is the owner of common shares, without par
value, of the Company ("Shares") set forth at the end of this Agreement.
STATEMENT OF AGREEMENT
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The parties hereto acknowledge the accuracy of the above background
information and hereby agree as follows:
1. VOTING IN ELECTIONS OF DIRECTORS. During the term of this Agreement, as
provided in Section 3, at each election or appointment of directors of the
Company, the Shareholders shall vote all of the Shares owned by him or her, or
Shares which he or she is entitled to vote, in favor of the election to the
Company's board of directors of: (A) two persons designated by the Shareholders
who were formerly ▇▇▇▇▇ shareholders (the "▇▇▇▇▇ Representatives"); (B) one
person designated by the Shareholders who were formerly Michiana shareholders
(the "Michiana Shareholders"); and (C) two persons designated by the
Shareholders who were formerly holders of shares of stock in The ▇▇▇▇▇▇▇
Companies (the "▇▇▇▇▇▇▇ Representatives"). ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ shall designate the
▇▇▇▇▇▇▇ Representatives; ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇. and ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇. shall
designate the ▇▇▇▇▇ Representatives, and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ shall designate the
Michiana Representative. The ▇▇▇▇▇ Representatives, Michiana Representative and
the ▇▇▇▇▇▇▇ Representatives shall first be elected to the board of directors at
the annual shareholders meeting of the Company held in 1996 (currently
anticipated in October or November of 1996). Shareholders shall be informed who
the designees are at least seven days in advance of any meeting at which
directors are to be elected. In the event that the Company enters into an
agreement for the acquisition, merger or consolidation of the Company or any of
its subsidiaries with the ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ News Co., and if required by the terms
of such acquisition agreement, then during the term of this Agreement, as
provided in Section 3, at each election or appointment of directors of the
Company, the Shareholders shall also vote all of the Shares owned by him or her,
or Shares which he or she is entitled to vote, in favor of the election to the
Company's board of directors of one person designated by the shareholders who
were formerly shareholders of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ News Co. (the "▇▇▇▇▇
Representative"). ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ shall designate the ▇▇▇▇▇ Representative.
2. VOTING ON OTHER MATTERS. During the term of this Agreement, the
Shareholders shall be entitled to vote in such manner as they deem appropriate
on all matters coming before the shareholders of the Company for a vote or on
which shareholders of the Company are entitled to vote, with the exception of
the matters
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as set forth in Section 1, above, and matters which the Company is prohibited
from implementing without the consent of the Executive Committee pursuant to the
Debenture Agreement.
3. TERM AND TERMINATION. This Agreement is executed in connection with the
Debenture Agreement. This Agreement shall continue and be irrevocable until the
earlier to occur of: (a) such time as all of the debentures issued under the
Debenture Agreement, along with all accrued interest thereon, have been paid in
full, or (b) at such time as the Executive Committee appointed under the
Debenture Agreement unanimously agrees to terminate this Agreement.
4. AMENDMENT. This Agreement may be amended by the unanimous written
agreement of the Shareholders.
5. SEVERABILITY. The invalidity or unenforceability of any provision of
this Agreement shall in no way impair or affect the remaining provisions hereof,
which shall be deemed to remain in full force and effect.
6. BINDING EFFECT; COUNTERPARTS. This Agreement shall bind and benefit the
heirs, executors, administrators, assigns and successors of the Shareholders and
may be simultaneously executed in any number of counterparts, each of which,
when so executed, shall be deemed to be an original and such counterparts
together shall constitute one instrument.
7. GOVERNING LAW. The validity, construction and interpretation of this
Agreement shall be governed by Ohio law, excluding conflict of law principles.
8. ADVICE OF COUNSEL. Each party agrees and represents that he or she has
been represented by legal counsel with regard to the execution of this
Agreement.
9. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties and supersedes any and all prior or contemporaneous
discussions, negotiations, agreements or understandings between the parties.
There are no representations, oral or written, which have not been incorporated
herein.
10. CAPTIONS. The captions of the various sections of this Agreement are
not part of the contest of this Agreement, but are only guides to assist in
locating those sections, and shall be ignored in construing this Agreement.
11. SPECIFIC PERFORMANCE. The parties acknowledge that the Shares are
unique and that in the event of any breach or attempted breach of this
Agreement, the parties remedies at law would be inadequate. In the event of such
breach or attempted breach of this Agreement, each other party to this Agreement
shall be
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entitled to specific performance of this Agreement in addition to any other
remedy at law or equity that may then be available.
12. GENDERS AND NUMBERS. When permitted by the context, each pronoun used
in this Agreement includes the same pronoun in other genders or numbers, and
each noun used in this Agreement includes the same noun in other numbers.
The parties have executed this Agreement as of the date first set forth
above.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Number of Shares:__________ Number of Shares: 2,906,253
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, individually
Number of Shares:__________ and as Co-trustee under an
Irrevocable Family Trust Agreement
with ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, dated
1/11/86
Number of Shares: 2,792,281
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Chairman ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President
Ohio Periodical Distributors, Inc. Wholesalers Leasing Corp.
Number of Shares:__________ Number of Shares:__________
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Chairman ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, individually and
Northern News Company as Co-trustee under an Irrevocable
Number of Shares:___________ Family Trust Agreement with ▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇, dated 1/22/86
Number of Shares: 2,792,281
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇. /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Number of Shares:__________ Number of Shares:__________
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇. /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Number of Shares:__________ Number of Shares:__________
(Signatures continued on next page.)
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/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Number of Shares:__________ Number of Shares:___________
/s/ ▇▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Number of Shares:__________ Number of Shares:__________
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
Number of Shares:__________ Number of Shares:__________
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
Number of Shares:__________ Number of Shares:__________
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., Chairman
Read-mor Book Stores, Inc. The ▇▇▇▇▇▇▇ Companies
Number of Shares:__________ Number of Shares:__________
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Number of Shares: -0- Number of Shares: -0-
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Number of Shares: -0- Number of Shares: -0-
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Number of Shares: -0- Number of Shares: -0-
