VOTING AGREEMENT
VOTING AGREEMENT, dated as of June 20, 2004 (this "AGREEMENT"), among Simon
Property Group, Inc., a Delaware corporation ("PARENT"), Simon Property Group,
L.P., a Delaware limited partnership ("PARENT L.P." and, together with Parent,
the "PARENT ENTITIES"), and the undersigned holder (the "HOLDER") of shares of
common stock, par value $.01 per share ("COMPANY COMMON STOCK"), of Chelsea
Property Group, Inc., a Maryland corporation (the "COMPANY"), and/or common
units ("COMPANY COMMON UNITS") of CPG Partners, L.P., a Delaware limited
partnership ("COMPANY L.P.").
WHEREAS, as of the date hereof, Holder beneficially owns the number of
shares of Company Common Stock and the number of Company Common Units set forth
on the Holder signature page hereto (all other shares of Company Common Stock so
owned and all shares of Company Common Stock that may hereafter be acquired by
Holder prior to the Expiration Date (as defined in Section 3.4 hereof), whether
upon exercise of options, purchase, dividend, distribution or otherwise, being
referred to herein as such Holder's "COMPANY SHARES" and all other Company
Common Units so owned and all other Company Common Units that may hereafter be
acquired by Holder prior to the Expiration Date, whether upon exercise of
options, purchase, dividend, distribution or otherwise, being referred to herein
as such Holder's "COMPANY UNITS");
WHEREAS, Parent, Parent L.P., Simon Acquisition I, LLC, a Maryland limited
liability company ("MERGER SUB"), Simon Acquisition II, LLC, a Delaware limited
liability company ("L.P. MERGER SUB"), the Company and Company L.P. have entered
into an Agreement and Plan of Merger, dated as of June 18, 2004 (the "MERGER
AGREEMENT"), which provides, upon the terms and subject to the conditions set
forth therein, for the merger of Merger Sub with and into the Company (the "REIT
MERGER") and the merger of L.P. Merger Sub with and into Company L.P. (the "OP
MERGER"); and
WHEREAS, as a condition to the willingness of Parent, Parent L.P., Merger
Sub and L.P. Merger Sub to enter into the Merger Agreement, the Parent Entities
have required that Holder agree, and in order to induce the Parent Entities to
enter into the Merger Agreement, Holder has agreed, to enter into this
Agreement.
Capitalized terms used but not otherwise defined in this Agreement have the
meanings assigned to such terms in the Merger Agreement.
NOW, THEREFORE, in consideration of the representations, warranties,
covenants and agreements contained in this Agreement, and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, and intending to be legally bound hereby, the parties hereto agree
as follows:
ARTICLE I.
VOTING OF COMPANY COMMON STOCK AND COMPANY COMMON UNITS
SECTION 1.1. VOTING AGREEMENTS. (a) Until the Expiration Date, at every
meeting of the stockholders of the Company called, and at every adjournment
thereof, and on every action or approval by written consent of the stockholders
of the Company, Holder (in its capacity as such) shall vote or cause its Company
Shares to be voted (i) in favor of approval of the Merger Agreement and the REIT
Merger, (ii) in favor of each of the other transactions contemplated by the
Merger Agreement and (iii) in favor of any incidental matter reasonably
determined by the Parent Entities to be necessary in order to facilitate
consummation of the REIT Merger. At any meeting of the stockholders of the
Company, or at any adjournment thereof, or in any other circumstances upon which
their vote, consent or other approval is sought, such Holder shall vote (or
cause to be voted) the Company Shares against (i) any Takeover Proposal or any
action which is a component of any Takeover Proposal, (ii) any merger agreement
or merger (other than the Merger Agreement, the REIT Merger and the OP Merger),
reorganization, recapitalization, dissolution, liquidation or winding up of or
by the Company, (iii) any amendment of the Company Organizational Documents,
which amendment would result in a breach of a representation, warranty or
covenant of the Company under the Merger Agreement or would in any manner
prevent or materially impede, interfere with or delay the REIT Merger, the OP
Merger, the Merger Agreement or any of the other transactions contemplated by
the Merger Agreement or (iv) any other matter that is inconsistent with the
prompt consummation of the REIT Merger, the OP Merger and the other transactions
contemplated by the Merger Agreement (each of clauses (i), (ii), (iii) and (iv),
a "COMPETING REIT TRANSACTION").
(b) Until the Expiration Date, at every meeting of the holders of Company
Common Units or Company L.P. Units called, and at every adjournment thereof, and
on every action or approval by written consent of the holders of Company Common
Units or Company L.P. Units, Holder (in its capacity as such) shall vote or
cause its Company Units to be voted (i) in favor of approval of the Merger
Agreement and the OP Merger, (ii) in favor of each of the other transactions
contemplated by the Merger Agreement and (iii) in favor of any incidental matter
reasonably determined by the Parent Entities to be necessary in order to
facilitate consummation of the OP Merger; PROVIDED, HOWEVER, notwithstanding any
other provision contained herein, any vote by Holder in accordance with this
sentence shall not be effective unless and until the Company shall have obtained
the Required Company Vote in connection with the approval and adoption of the
Merger Agreement and the REIT Merger by the stockholders of the Company. At any
meeting of the holders of Company Common Units, or at any adjournment thereof,
or in any other circumstances upon which their vote, consent or other approval
is sought, such Holder shall vote (or cause to be voted) the Company Units
against (i) any Takeover Proposal or any action which is a component of any
Takeover Proposal, (ii) any merger agreement or merger (other than the Merger
Agreement, the OP Merger and the REIT Merger), reorganization, recapitalization,
dissolution, liquidation or winding up of or by Company L.P., (iii) any
amendment of the Company L.P. Partnership Agreement, which amendment would
result in a breach of a representation, warranty or covenant of the Company or
Company L.P. under the Merger Agreement or would in any manner prevent or
materially impede, interfere with or delay the OP Merger, the REIT Merger, the
Merger Agreement or any of the other transactions contemplated by the Merger
Agreement or (iv) any other matter that is inconsistent with the prompt
consummation of the OP Merger, the REIT Merger and the other transactions
contemplated by the Merger Agreement (each of clauses (i), (ii), (iii) and (iv),
a "COMPETING OP TRANSACTION").
SECTION 1.2. GRANT OF IRREVOCABLE PROXY WITH RESPECT TO COMPANY SHARES. (a)
Holder hereby irrevocably (to the fullest extent permitted by law) appoints
Xxxxx X. Xxxxxxx and Xxxxxxx Xxxxxxxx, and each of them, as Holder's sole and
exclusive attorneys and proxies, with full power of substitution and
re-substitution, to vote the Company Shares and to exercise all voting, consent
and similar rights of Holder with respect to the Company Shares (including,
without limitation, the power to execute and deliver written consents) at every
annual, special or adjourned meeting of stockholders of the Company and in every
written consent in lieu of such meeting (i) in favor of approval of the Merger
Agreement and the REIT Merger, (ii) in favor of each of the other transactions
contemplated by the Merger Agreement, (iii) in favor of any incidental matter
reasonably determined by the Parent Entities to be necessary in order to
facilitate the REIT Merger and (iv) against any Competing REIT Transaction. It
is understood and agreed that the attorneys and proxies named above may not
exercise these voting rights on any other matter except as provided above.
Except as set forth in this Agreement, Holder may vote the Company Shares on all
other matters.
(b) Upon Holder's execution of this Agreement, any and all prior proxies
given by Holder with respect to any Company Shares are hereby revoked.
(c) Holder hereby affirms that the proxy set forth in this Section 1.2 is
irrevocable (to the fullest extent permitted by law), is coupled with an
interest and is granted in consideration of the Parent Entities entering into
the Merger Agreement. Holder hereby ratifies and confirms all that such
irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such
irrevocable proxy is executed and intended to be irrevocable in accordance with
the provisions of the MGCL.
SECTION 1.3. GRANT OF IRREVOCABLE PROXY WITH RESPECT TO COMPANY UNITS. (a)
Holder hereby irrevocably (to the fullest extent permitted by law) appoints
Xxxxx X. Xxxxxxx and Xxxxxxx Xxxxxxxx, and each of them, as Holder's sole and
exclusive attorneys and proxies, with full power of substitution and
re-substitution, to vote the Company Units and to exercise all voting, consent
and similar rights of Holder with respect to the Company Units (including,
without limitation, the power to execute and deliver written consents) at every
annual, special or adjourned meeting of the holders of Company Common Units and
in every written consent in lieu of such meeting (i) in favor of approval of the
Merger Agreement and the OP Merger, (ii) in favor of each of the other
transactions contemplated by the Merger Agreement, (iii) in favor of any
incidental matter reasonably determined by the Parent Entities to be necessary
in order to facilitate the OP Merger and (iv) against any Competing OP
Transaction. It is understood and agreed that the attorneys and proxies named
above may not exercise these voting rights on any other matter except as
provided above. Except as set forth in this Agreement, Holder may vote the
Company Units on all other matters.
(b) Upon Holder's execution of this Agreement, any and all prior proxies
given by Holder with respect to any Company Units are hereby revoked.
(c) Holder hereby affirms that the proxy set forth in this Section 1.3 is
irrevocable (to the fullest extent permitted by law), is coupled with an
interest and is granted in consideration of the Parent Entities entering into
the Merger Agreement. Holder hereby ratifies and confirms all that such
irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such
irrevocable proxy is executed and intended to be irrevocable in accordance with
the provisions of the DRULPA.
SECTION 1.4. TRANSFER OF COMPANY SHARES AND COMPANY UNITS.
(a) TRANSFEREE OF COMPANY SHARES AND COMPANY UNITS TO BE BOUND BY THIS
AGREEMENT. Holder agrees that, during the period from the date of this Agreement
through the Expiration Date, other than by operation of Law as part of the REIT
Merger or the OP Merger or in any offer to exchange Company Common Units for the
OP Merger Consideration, Holder shall not cause or permit any Transfer (as
defined below) of any of the Company Shares or Company Units to be effected
without Parent's prior written consent to such Transfer and unless each Person
to which any of such Company Shares or Company Units, or any interest in any of
such Company Shares or Company Units, is or may be Transferred shall have: (a)
executed a counterpart of this Agreement and (b) agreed in writing to hold such
Company Shares or Company Units (or interest in such Company Shares or Company
Units) subject to all of the terms and provisions of this Agreement; PROVIDED,
HOWEVER, that Holder shall be entitled to Transfer Company Units (or any
interest in such Company Units) to an immediate family member (or trust for the
benefit of an immediate family member) or an Affiliate of such Holder if such
family member, trust or Affiliate shall have (1) executed a counterpart of this
Agreement and (2) agreed in writing to hold such Company Units (or interest in
such Company Units) subject to all of the terms and provisions of this
Agreement. A Person shall be deemed to have effected a "TRANSFER" of a security
if such person directly or indirectly: (i) sells, pledges, encumbers, grants an
option with respect to, transfers or disposes of such security or any interest
in such security; or (ii) enters into an agreement or commitment providing for
the sale of, pledge of, encumbrance of, grant of an option with respect to,
transfer of or disposition of such security or any interest therein.
(b) TRANSFER OF VOTING RIGHTS. Holder agrees that, during the period from
the date of this Agreement through the Expiration Date, Holder shall not deposit
(or permit the deposit of) any Company Shares or Company Units in a voting trust
or grant any proxy or enter into any voting agreement or similar agreement in
contravention of the obligations of Holder under this Agreement with respect to
any of the Company Shares and Company Units.
(c) CERTAIN PERMITTED CONVERSIONS. Notwithstanding anything to the contrary
contained herein: (i) at any time from and after the date hereof and prior to
Company L.P. obtaining the OP Merger Approval, Holder shall be entitled to
convert its Company Common Units into Company Common Stock in accordance with
the Company L.P. Partnership Agreement and the Company Organizational Documents;
PROVIDED, HOWEVER, that Holder shall not be entitled to convert any Company
Common Units into Company Common Stock that, if so converted, would, when
combined with all other conversions of Company Common Units into Company Common
Stock by any holder of Company Common Units during such period, result in Parent
and Parent L.P. having secured the affirmative vote of less than 50.1% of the
Company Common Units entitled to vote on the Merger Agreement and the OP Merger
pursuant to this Agreement and the additional Voting Agreements entered into by
Parent and Parent L.P. with the other Principal Company Limited Partners; and
(ii) at any time after Company L.P. shall have obtained the OP Merger Approval,
Holder shall be entitled to convert its Company Common Units into Company Common
Stock in accordance with the Company L.P. Partnership Agreement and the Company
Organizational Documents. Any shares of Company Common Stock issued to Holder in
accordance with this Section 1.4(c) shall be deemed to be Company Shares for the
purpose of this Agreement from and after the date of such conversion and as a
result such Holder shall be entitled to receive the REIT Merger Consideration in
the REIT Merger (and not the OP Merger Consideration in the OP Merger) with
respect to such shares of Company Common Stock so converted into Company Common
Units.
SECTION 1.5. NO INCONSISTENT ACTIONS BY HOLDER. While this Agreement is in
effect, Holder shall not revoke or rescind, or purport to revoke or rescind, the
proxies granted hereby or take any action inconsistent with the provisions of
this Agreement.
SECTION 1.6. ADDITIONAL DOCUMENTS. Holder (in its capacity as such) hereby
covenants and agrees to execute and deliver any additional documents necessary
or desirable, in the reasonable opinion of Parent, to carry out the intent of
this Agreement.
SECTION 1.7. CONSENT AND WAIVER. Holder (in its capacity as such) hereby
gives any consents or waivers that are reasonably required for the consummation
of the REIT Merger and/or the OP Merger under the terms of any agreements to
which Holder is a party or pursuant to any rights Holder may have.
SECTION 1.8. NO SOLICITATION. (a) Holder shall not, and shall use its
reasonable best efforts to cause its Affiliates or Representatives not to,
directly or indirectly (i) solicit, initiate, encourage or take any other action
to facilitate (including by the furnishing of information) the submission of any
inquiry, proposal or offer from any Person (other than Parent, Merger Sub or
their Affiliates) relating to, or that could reasonably be expected to lead to,
any Takeover Proposal, (ii) agree to, approve or recommend any Takeover Proposal
or enter into any agreement with respect to any Takeover Proposal or (iii) enter
into, continue or otherwise participate in any discussions or negotiations
regarding, or furnish to any Person any information with respect to, or take any
other action to facilitate any inquiries or the making of any proposal that
constitutes, or could reasonably be expected to lead to, any Takeover Proposal;
PROVIDED, HOWEVER, that the foregoing does not restrict any Holder that is a
member of the Company Board or an officer of the Company from taking any actions
in such capacity to the extent permitted by the Merger Agreement.
(b) In addition to the obligations of Holder set forth in paragraph (a) of
this Section 1.8, Holder shall notify Parent promptly (but in any event within
24 hours) after receipt or occurrence of (i) any Takeover Proposal, (ii) any
request for information with respect to any Takeover Proposal, (iii) any
inquiry, proposal, discussions or negotiation with respect to any Takeover
Proposal and (iv) the material terms and conditions of any such Takeover
Proposal, request for information, inquiry, proposal, discussion or negotiation
and the identity of the Person making any such Takeover Proposal, request for
information, inquiry or proposal or with whom discussions or negotiations are
taking place. In the event Holder shall receive or become aware of any Takeover
Proposal subsequent to the date hereof, Holder shall promptly keep Parent
informed in all material respects of the status and details (including
amendments or proposed amendments) of any such inquiry, request or Takeover
Proposal.
ARTICLE II.
REPRESENTATIONS AND WARRANTIES
SECTION 2.1. REPRESENTATIONS AND WARRANTIES OF HOLDER. Holder hereby
represents and warrants to the Parent Entities as follows:
(a) DUE ORGANIZATION, AUTHORIZATION, ETC. Holder has all requisite legal
capacity, power and authority to execute and deliver this Agreement and to
consummate the transactions contemplated hereby. The execution and delivery of
this Agreement and the consummation of the transactions contemplated hereby have
been duly authorized by all necessary action on the part of Holder. This
Agreement has been duly executed and delivered by or on behalf of Holder and,
assuming its due authorization, execution and delivery by the Parent Entities,
constitutes a legal, valid and binding obligation of Holder, enforceable against
Holder in accordance with its terms.
(b) NO CONFLICTS, REQUIRED FILINGS AND CONSENTS.
(i) The execution and delivery of this Agreement by Holder does not, and
the performance of this Agreement by Holder will not, (i) conflict with or
violate any judgment, order, decree, statute, Law, ordinance, rule or regulation
applicable to Holder or by which Holder or any of Holder's assets or properties
is bound or affected or (ii) violate or conflict with any Contract to which
Holder is a party or by which any of its assets or properties is bound.
(ii) The execution and delivery of this Agreement by Holder does not, and
the performance of this Agreement by Holder will not, require any consent,
approval, order or authorization of, or registration, declaration or filing
with, or permit from, any Governmental Entity.
(iii) Except for this Agreement, there are no voting trusts or other
agreements or understandings, including, without limitation, any proxies, in
effect governing the voting of the Company Shares or the Company Units.
(c) TITLE TO COMPANY SHARES AND COMPANY UNITS. Holder is the beneficial
owner of the Company Common Stock and the Company Common Units set forth on the
Holder's signature page hereto and holds sole and full voting rights with
respect thereto other than as set forth in Sections 1.1, 1.2 and 1.3 hereof.
Holder does not beneficially own any other shares of Company Common Stock or
Company Common Units (or any other securities or interests in the Company or
Company L.P.) No other Person has any voting rights with respect to the Company
Common Stock or the Company Common Units. In addition, the Company Common Stock
and the Company Common Units held by Holder are free and clear of any
Encumbrances that would adversely affect the ability of Holder to carry out the
terms of this Agreement.
(d) RELIANCE ON INFORMATION. Holder understands and acknowledges that the
Parent Entities are entering into the Merger Agreement in reliance upon the
execution and delivery of this Agreement by Holder.
SECTION 2.2. REPRESENTATIONS AND WARRANTIES OF PARENT AND PARENT L.P.
Parent and Parent L.P. hereby jointly and severally represent and warrant to
Holder that: (i) each of Parent and Parent L.P. has all requisite power and
authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby; (ii) the execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby have been
duly authorized by all necessary action on the part of each of Parent and Parent
L.P.; and (iii) this Agreement has been duly executed and delivered by or on
behalf of each of Parent and Parent L.P. and, assuming its due authorization,
execution and delivery by Holder, constitutes a legal, valid and binding
obligation of each of each of Parent and Parent L.P., enforceable against each
of Parent and Parent L.P. in accordance with its terms.
ARTICLE III.
MISCELLANEOUS
SECTION 3.1. EXPENSES. Except as otherwise provided herein, 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.
SECTION 3.2. NOTICES. Any notice or other communication required or
permitted hereunder shall be in writing (including facsimile transmission) and
shall be given,
(i) IF TO THE PARENT ENTITIES TO:
Simon Property Group, Inc.
000 Xxxx Xxxxxxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxx, Esq.
Fax: (000) 000-0000
WITH A CONCURRENT COPY TO:
Xxxxxxx Xxxx & Xxxxxxxxx LLP
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Attention: Xxxxxxx X. Xxxxx, Esq.
Fax: (000) 000-0000
(ii) IF TO HOLDER TO:
The address and fax number set forth on the Holder's signature page
hereto
WITH A CONCURRENT COPY TO:
Stroock & Stroock & Xxxxx LLP
000 Xxxxxx Xxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxx, Esq.
Fax: (000) 000-0000
or such other address or facsimile number as such party may hereafter specify
for the purpose by notice to the other parties hereto. All notices and other
communications hereunder shall be in writing and shall be deemed duly given upon
due receipt if delivered personally, by facsimile, by a recognized next-day
courier service or by registered or certified mail, return receipt requested,
postage prepaid.
SECTION 3.3. INCORPORATION OF OTHER PROVISIONS. Sections 9.04, 9.05, 9.06,
9.07, 9.08, 9.09 and 9.10 of the Merger Agreement are hereby incorporated by
reference and made a part of this Agreement, MUTATIS MUTANDIS, as if restated in
full herein and without regard to whether the Merger Agreement remains in
effect.
SECTION 3.4. TERMINATION. Unless terminated earlier upon the written
agreement of each of the parties hereto, this Agreement and the proxies provided
herein shall terminate (the "EXPIRATION DATE") and be of no further force and
effect, automatically and without any required action of the parties hereto,
upon the earlier to occur of (i) the Effective Time or (ii) such date and time
as the Merger Agreement shall have been validly terminated pursuant to Section
8.01 thereof; PROVIDED that no such termination shall relieve any party of
liability for a breach hereof prior to termination. Notwithstanding the
foregoing, Section 3.1 hereof shall survive the Expiration Date in accordance
with its terms.
SECTION 3.5. AMENDMENT. This Agreement may not be amended, modified or
rescinded except by an instrument in writing signed by each of the parties
hereto.
[Signature Pages Follow]
IN WITNESS WHEREOF, Parent and Parent L.P. have caused this Agreement to be
executed by their respective officers thereunto duly authorized and Holder has
caused this Agreement to be duly executed by an authorized signatory, all as of
the date first written above.
SIMON PROPERTY GROUP, INC.
By: /S/ XXXXXXX X. XXXXXXXX
Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
and Chief Financial Officer
SIMON PROPERTY GROUP, L.P.
By: SIMON PROPERTY GROUP, INC.,
its General Partner
By: /S/ XXXXXXX X. XXXXXXXX
Name: Xxxxxxx X. Xxxxxxxx
Title: Executive Vice President
and Chief Financial Officer
[PARENT AND PARENT L.P. SIGNATURE PAGE; HOLDER SIGNATURE PAGE FOLLOWS]
HOLDER
By: /S/ XXXXX X. XXXXXXXX
Name: Xxxxx X. Xxxxxxxx
Dated: June 20, 2004
Print Name of Holder: XXXXX X. XXXXXXXX
Address of Holder:
00 XXXX XXXX XXXX, X.X. XXX 000
XXXXXXX, XX 00000
fax: _______________
Company Shares beneficially owned:
0 shares of Company Common Stock
0 shares of Company Common Stock issuable
upon exercise of outstanding options
Company Units beneficially owned:
331,958 Company Common Units
[HOLDER SIGNATURE PAGE]
HOLDER
XXXXX X. XXXXX-XXXXXXXX 1993 FAMILY TRUST
By: /S/ XXXXX X. XXXXXXXX
Name: Xxxxx X. Xxxxxxxx
Dated: June 20, 2004
Print Name of Holder: XXXXX X.
XXXXX-XXXXXXXX 1993
FAMILY TRUST
Address of Holder:
00 XXXX XXXX XXXX, X.X. XXX 000
XXXXXXX, XX 00000
fax: _______________
Company Shares beneficially owned:
0 shares of Company Common Stock
0 shares of Company Common Stock issuable
upon exercise of outstanding options
Company Units beneficially owned:
20,488 Company Common Units
[HOLDER SIGNATURE PAGE]
HOLDER
By: /S/ XXXXXXX X. XXXXX
Name: Xxxxxxx X. Xxxxx
Dated: June 20, 2004
Print Name of Holder: XXXXXXX X. XXXXX
Address of Holder:
00 XXXXXXXX XXXXX
XXXXX XXXXX, XX 00000
fax: _______________
Company Shares beneficially owned:
64,396 shares of Company Common Stock
273,646 shares of Company Common Stock
issuable upon exercise of outstanding
options
Company Units beneficially owned:
57,192 Company Common Units
[HOLDER SIGNATURE PAGE]
HOLDER
XXXXX X. XXXXXXXXXXXX TRUST
By: /S/ XXXXXX X. XXXXXXXXXXXX
Name: Xxxxxx X. Xxxxxxxxxxxx, Trustee
Dated: June 20, 2004
Print Name of Holder: XXXXX X.
XXXXXXXXXXXX TRUST
Address of Holder:
C/O SETON COMPANY
000 XXXXXXXXXX XXXXXXX
XXXXXXXX, XX 00000
fax: _______________
Company Shares beneficially owned:
0 shares of Company Common Stock
0 shares of Company Common Stock issuable
upon exercise of outstanding options
Company Units beneficially owned:
185,930 Company Common Units
[HOLDER SIGNATURE PAGE]
HOLDER
By: /S/ XXXXXX X. XXXX
Name: Xxxxxx X. Xxxx
Dated: June 20, 2004
Print Name of Holder: XXXXXX X. XXXX
Address of Holder:
000 XXXX 00XX XXXXXX
XXX XXXX, XX 00000
fax: _______________
Company Shares beneficially owned:
50,780 shares of Company Common Stock
350,000 shares of Company Common Stock
issuable upon exercise of outstanding
options
Company Units beneficially owned:
153,256 Company Common Units
[HOLDER SIGNATURE PAGE]
HOLDER
By: /S/ XXXXXX X. XXXXXXXXXXXX
Name: Xxxxxx X. Xxxxxxxxxxxx
Dated: June 20, 2004
Print Name of Holder: XXXXXX X.
XXXXXXXXXXXX
Address of Holder:
C/O SETON COMPANY
000 XXXXXXXXXX XXXXXXX
XXXXXXXX, XX 00000
fax: _______________
Company Shares beneficially owned:
0 shares of Company Common Stock
0 shares of Company Common Stock issuable
upon exercise of outstanding options
Company Units beneficially owned:
377,376 Company Common Units
[HOLDER SIGNATURE PAGE]
HOLDER
WOODBURY FAMILY ASSOCIATES, L.P.
By: /S/ XXXXX X. XXXXX
Name: Xxxxx X. Xxxxx, General Partner
Dated: June 20, 2004
Print Name of Holder: WOODBURY FAMILY
ASSOCIATES, L.P.
Address of Holder:
000 XXXXXXXXXX XXXXXXX
XXXXXXXX, XX 00000
fax: _______________
Company Shares beneficially owned:
0 shares of Company Common Stock
0 shares of Company Common Stock issuable
upon exercise of outstanding options
Company Units beneficially owned:
2,872,202 Company Common Units
[HOLDER SIGNATURE PAGE]
HOLDER
XXXXXXX X. XXXXX
By: /S/ XXXXX X. XXXXX
Name: Xxxxx X. Xxxxx, Attorney In Fact
Dated: June 20, 2004
Print Name of Holder: XXXXXXX X. XXXXX
Address of Holder:
C/O XXXXX XXXXX
000 XXXXXXXXXX XXXXXXX
XXXXXXXX, XX 00000
fax: _______________
Company Shares beneficially owned:
0 shares of Company Common Stock
0 shares of Company Common Stock issuable
upon exercise of outstanding options
Company Units beneficially owned:
1,246,736 Company Common Units
[HOLDER SIGNATURE PAGE]
HOLDER
By: /S/ XXXXX X. XXXXX
Name: Xxxxx X. Xxxxx
Dated: June 20, 2004
Print Name of Holder: XXXXX X. XXXXX
Address of Holder:
000 XXXXXXXX XXXXXX, XX 0X
XXX XXXX, XX 00000
fax: _______________
Company Shares beneficially owned:
171,616 shares of Company Common Stock
778,384 shares of Company Common Stock
issuable upon exercise of outstanding
options
Company Units beneficially owned:
220,898 Company Common Units
[HOLDER SIGNATURE PAGE]
HOLDER
XXXX X. XXXX TRUST
By: /S/ XXXXXX X. XXXXXXXXXXXX
Name: Xxxxxx X. Xxxxxxxxxxxx, Trustee
Dated: June 20, 2004
Print Name of Holder: XXXX X. XXXX TRUST
Address of Holder:
C/O SETON COMPANY
000 XXXXXXXXXX XXXXXXX
XXXXXXXX, XX 00000
fax: _______________
Company Shares beneficially owned:
0 shares of Company Common Stock
0 shares of Company Common Stock issuable
upon exercise of outstanding options
Company Units beneficially owned:
185,932 Company Common Units
[HOLDER SIGNATURE PAGE]
