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Exhibit (2)(c)
STOCKHOLDERS' AGREEMENT
STOCKHOLDERS' AGREEMENT, dated as of December 15, 1998, among EMAP plc,
an English public company ("Buyer"), EMAP Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary of Buyer ("Merger Subsidiary"), and
the stockholders of The Xxxxxxxx Companies, Inc., a Delaware corporation (the
"Company"), who are listed on and execute the signature pages attached hereto
(each a "Stockholder" and, collectively, the "Stockholders").
PRELIMINARY STATEMENT
Buyer, Merger Subsidiary and the Company propose to enter 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, among other
things: (i) the making of a cash tender offer (as such offer may be amended from
time to time as permitted under the Merger Agreement, the "Offer") by Merger
Subsidiary for all the outstanding shares of Class A Common Stock, par value
$0.01 per share, of the Company (the "Class A Common") and all of the
outstanding shares of Class B Common Stock, par value $0.01 per share, of the
Company (the "Class B Common" and, together with the Class A Common, the
"Shares") and (ii) the merger of Merger Subsidiary with and into the Company
(the "Merger"), upon the terms and subject to the conditions set forth in the
Merger Agreement.
Each Stockholder is the record and beneficial owner of the number of
shares of Class A Common and/or Class B Common set forth opposite his, her or
its name on Schedule A attached hereto (such shares of Class A Common or Class B
Common, together with any other shares of capital stock of the Company acquired
by such Stockholder after the date hereof and during the term of this Agreement
(including through the exercise of any stock options, warrants or similar
instruments), being collectively referred to herein as the "Subject Shares" of
such Stockholder).
As a condition to their willingness to enter into the Merger Agreement,
Buyer and Merger Subsidiary have requested that each Stockholder enter into this
Agreement.
AGREEMENTS
NOW, THEREFORE, to induce Buyer and Merger Subsidiary to enter into,
and in consideration of their entering into, the Merger Agreement, and in
consideration of the premises and the representations, warranties and agreements
contained herein, the parties agree as follows:
1. Purchase and Sale of Subject Shares.
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(1) Each Stockholder hereby agrees to sell to Merger Subsidiary, and
Merger Subsidiary hereby agrees to purchase, all Subject Shares of such
Stockholder at a price equal to $34.00 per share (or, if higher, the highest
price paid in the Offer), net to each Stockholder in cash (the "Offer Price"),
upon the termination or expiration of the Offer, as described in paragraphs (b)
and (e) below; provided, that no Stockholder shall be so obligated to sell any
such Subject Shares if this Agreement is terminated in accordance with Section
10 hereof; and provided, further, that (x) Merger Subsidiary shall not be so
obligated to purchase the Subject Shares and no Stockholder shall be so
obligated to sell any such Subject Shares if as of immediately prior to the
expiration of the Offer, any applicable waiting period (and any extension
thereof) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as
amended (the "HSR Act"), relating to the purchase of the Shares shall not have
expired or been terminated, and (y) Merger Subsidiary shall not be so obligated
to purchase the Subject Shares if at any time after the date of this Agreement
until the purchase and sale of the Subject Shares under this Section 1 any of
the following conditions have occurred and is continuing and no Stockholder
shall be so obligated to sell any of such Subject Shares if during such period
any of the conditions set forth in subparagraphs (i), (iii) and (iv) of this
Section 1 have occurred and is continuing:
(1) there shall be issued by any U.S. Federal or state court of
competent jurisdiction in connection with any legal proceeding, any
final or nonappealable order, ruling or injunction (that has not been
vacated, withdrawn or overturned), (A) restraining or prohibiting the
acquisition by Buyer or Merger Subsidiary of any Subject Shares under
this Agreement or the making of this Agreement or consummation of the
transactions contemplated hereby or the Merger, or obtaining from the
Company, or Merger Subsidiary any damages in connection with the
aforesaid transactions that are material in relation to the Company and
its subsidiaries taken as a whole, (B) prohibiting or materially
limiting the ownership or operation by the Company, Buyer or any of
their respective subsidiaries of a material portion of the business or
assets of the Company and its subsidiaries, or Buyer and its
subsidiaries, in each case taken as a whole, or compelling the Company
or Buyer to dispose of or hold separate any material portion of the
business or assets of the Company and its subsidiaries, or Buyer and
its subsidiaries, in each case taken as a whole, as a result of this
Agreement or any of the other transactions contemplated by this
Agreement, (C) seeking to impose material limitations on the ability of
Buyer or Merger Subsidiary to acquire or hold, or exercise full rights
of ownership of, any Subject Shares to be accepted for payment pursuant
to this Agreement including, without limitation, the right to vote such
Subject Shares on all matters properly presented to the stockholders of
the Company, or (D) prohibiting Buyer or any of its subsidiaries from
effectively controlling in any material respect any significant portion
of the business or operations of the Company and its subsidiaries taken
as a whole;
(2) the Company shall not have performed or complied in any
material respect with any obligation or shall have failed to comply in
any material respect with any agreement or covenant required by the
Merger Agreement to be performed or complied with by the Company on or
prior to the date of consummation of the transactions contemplated
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hereby, which failure to perform or comply is not substantially cured
within 15 days after Buyer provides the Company with notice of such
failure;
(3) any statute, rule or regulation enacted or promulgated by
any Governmental Entity that results, directly or indirectly, in any of
the consequences referred to in clauses (A) through (D) of paragraph
(i) above;
(4) if required in accordance with applicable law or stock
exchange regulations, Buyer shall have held a vote at the Buyer
Shareholders Meeting (as defined in Section 7.08 of the Merger
Agreement) of the holders of the outstanding ordinary shares of Buyer
that are entitled to vote upon the proposals to approve this Agreement
and the Merger Agreement and any approval so required with respect to
this Agreement or the Merger Agreement shall not have been obtained; or
(5) any breach of the representations and warranties of the
Company set forth in the Merger Agreement other than any breach that
individually or in the aggregate with each other such breach has not
had and would not reasonably be expected to have a Company Material
Adverse Effect (as such term is defined in Section 4.01(a) of the
Merger Agreement); provided, that for purposes of this Section 1(a)(v)
each such representation and warranty of the Company set forth in the
Merger Agreement shall be read without giving effect to any
qualification as to materiality or a Company Material Adverse Effect.
(2) Each Stockholder hereby agrees severally (and not jointly) to
accept the Offer with respect to all of the Subject Shares of the Stockholder
and to tender (or cause the record owner of such Shares to tender) all of his,
her or its Subject Shares into the Offer. Such tender shall be made within 10
business days following the date hereof and shall not be withdrawn. Subject to
Section 10 below, (i) the obligation of any Stockholder to tender and not
withdraw his, her or its Subject Shares is conditioned only upon lawful
commencement of the Offer and otherwise is unconditional and (ii) immediately
following the purchase of any Shares in the Offer, Merger Subsidiary shall
purchase all Subject Shares not purchased in the Offer.
(3) Notwithstanding the foregoing, no Stockholder shall be required to
tender his, her or its Subject Shares, not withdraw his, her or its Subject
Shares or otherwise sell his, her or its Subject Shares in accordance with the
terms of this Agreement in the event that, without the prior written consent of
such Stockholder, any of the following has occurred: (i) a decrease in the price
per Share or change in the form of consideration payable in the Offer, (ii) a
decrease in the number of Shares sought in the Offer, (iii) an amendment or
waiver of the Minimum Condition (as such term is defined in Section 1.01(a) of
the Merger Agreement), (iv) the imposition of additional conditions to the Offer
or amendment to any condition to the Offer that is adverse in any respect to the
holders of the Shares, (v) an amendment of any other term of the Offer in any
manner adverse in any respect to the holders of Shares, or (vi) an extension of
the expiration date of the Offer which requires the consent of the Company under
the Merger Agreement.
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(4) Merger Subsidiary shall be entitled to deduct and withhold from the
consideration otherwise payable pursuant to this Agreement such amounts as may
be required to be deducted and withheld with respect to the making of such
payment under the Internal Revenue Code of 1986, as amended, or under any
provision of state, local or foreign tax law.
(5) If the Offer is terminated by Merger Subsidiary or Buyer, or the
Offer expires, and in either case, without the purchase of any Shares, subject
to Section 1(a) and Section 10 hereof, Merger Subsidiary shall purchase, and
each Stockholder shall sell, all of the Subject Shares hereunder within three
business days following such termination or expiration (including extensions
thereof); provided, however, that in the event any condition in Section 1(a) has
occurred and is continuing, Merger Subsidiary's obligation to purchase, and each
Stockholder's obligation to sell, the Subject Shares in accordance with the
foregoing shall not commence until the satisfaction (or waiver by Merger
Subsidiary) of all such conditions and; provided further, however, that no
Subject Shares shall be purchased pursuant to this Agreement unless all Subject
Shares (other than the Subject Shares which any Stockholder fails to deliver for
sale as contemplated hereunder in breach of its obligations hereunder) are so
purchased.
(6) Each of the Stockholders hereby permits Buyer and Merger Subsidiary
to publish and disclose in the Offer Documents (as such term is defined in
Section 1.01(c) of the Merger Agreement) his, her or its identity and ownership
of Subject Shares and the nature of his, her or its commitments, arrangements
and understandings under this Agreement.
2. Representations and Warranties of Each Stockholder. Each Stockholder
hereby, severally and not jointly, represents and warrants to Buyer and Merger
Subsidiary as of the date hereof, in respect of himself, herself or itself as
follows:
(1) Authority. Such Stockholder has all requisite power and authority
to execute and deliver this Agreement and to consummate the transactions
contemplated hereby. The execution, delivery and performance of this Agreement
by such Stockholder, and the consummation of the transactions contemplated
hereby, have been duly authorized by all necessary action on the part of such
Stockholder. This Agreement has been duly executed and delivered by such
Stockholder and, assuming due authorization, execution and delivery by Buyer and
Merger Subsidiary, constitutes a valid and binding obligation of such
Stockholder enforceable against such Stockholder in accordance with its terms,
subject to the effect of any applicable bankruptcy, reorganization, insolvency,
moratorium, or similar law affecting creditors' rights generally and subject, as
to enforceability, to the effect of general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law).
(2) No Conflicts. Except for (i) compliance with and filings under the
pre-merger notification requirements of the Merger Control Laws (as defined
below), (ii) the applicable requirements of the Securities Exchange Act of 1934,
as amended (the "Exchange Act") and the
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Securities Act of 1933, as amended (the "Securities Act") and (iii) the
applicable requirements of state securities laws, takeover laws or Blue Sky
laws, the execution and delivery of this Agreement do not, and the consummation
by such Stockholder of the transactions contemplated hereby and compliance with
the terms hereof will not, (A) conflict with, or result in any violation of, or
default (with or without notice or lapse of time or both) under, or give rise to
a right of termination, cancellation or acceleration of any obligation or to
loss of a material benefit under, or to increased, additional, accelerated or
guaranteed rights or entitlements of any person under, or result in the creation
of any lien upon any of the properties or assets of such Stockholder under any
provision of, any trust agreement, loan or credit agreement, note, bond,
mortgage, indenture, lease or other agreement, or instrument, applicable to such
Stockholder or to the property or assets of such Stockholder or (B) violate any
order, writ, injunction, decree, statute, rule or regulation applicable to such
Stockholder or any of the properties or assets of such Stockholder, including
the Subject Shares, except for such conflicts, violations, breaches, defaults or
other occurrences which, individually or the aggregate, have not had and would
not reasonably be expected to prevent or materially delay the ability of the
Stockholder to perform its obligations under this Agreement (a "Stockholder
Material Adverse Effect"). For purposes hereof, "Merger Control Laws" means the
HSR Act and all amendments thereof, and all other applicable bills, acts,
decrees, regulations or ordinances relating thereto.
(3) No Consents. The execution and delivery of this Agreement by such
Stockholder does not, and neither the performance of this Agreement by such
Stockholder nor the consummation of the transactions contemplated hereby by such
Stockholder will, require any consent, approval, authorization, order or permit
of, or filing with or notification to, any Federal, state, local or foreign
government or any court of competent jurisdiction, or other governmental,
administrative or regulatory authority, commission or agency, domestic or
foreign (each a "Governmental Entity"), except for (i) applicable requirements
of the Exchange Act and the Securities Act, (ii) compliance with and filings
under the pre-merger notification requirements of the Merger Control Laws, (iii)
the applicable requirements of state securities laws, takeover laws or Blue Sky
laws, and (iv) such other consents, approvals, authorizations or permits,
filings or notifications, not obtained or made prior to the date hereof, the
failure of which to be obtained or made would not prevent or delay consummation
of the transactions contemplated hereby, or otherwise prevent such Stockholder
from performing its obligations under this Agreement in any material respect,
and which, individually or in the aggregate, have not had and would not
reasonably be expected to have a Stockholder Material Adverse Effect. If such
Stockholder is married and the Subject Shares of such Stockholder constitute
community property or otherwise need spousal or other approval to be legal,
valid and binding, this Agreement has been duly authorized, executed and
delivered by, and, assuming due authorization, execution and delivery by Buyer
and Merger Subsidiary and the Stockholder, constitutes a valid and binding
agreement of, such Stockholder's spouse enforceable against such spouse in
accordance with its terms, subject to the effect of any applicable bankruptcy,
reorganization, insolvency, moratorium, or similar law affecting creditors'
rights generally and subject, as to enforceability, to the effect of general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law). No trust
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of which such Stockholder is a trustee requires the consent of any beneficiary
to the execution and delivery of this Agreement or to be the consummation of the
transactions contemplated hereby.
(4) The Subject Shares. Such Stockholder is the record and beneficial
owner of, or is the trustee that is the record holder of, and whose
beneficiaries are the beneficial owners of, and has good and valid title to, the
Subject Shares set forth opposite his, her or its name on Schedule A attached
hereto, free and clear of any claims, liens, encumbrances, security interests,
options, charges and restrictions of any kind (other than restrictions pursuant
to applicable securities laws and pursuant to the Securityholders Agreement (as
defined herein)). Except as otherwise set forth on Schedule A attached hereto,
such Stockholder does not own, of record or beneficially, any shares of capital
stock of the Company other than the Subject Shares set forth opposite its name
on Schedule A attached hereto. Such Stockholder has the sole right to vote such
Subject Shares, and none of such Subject Shares are subject to any voting trust
or other agreement, arrangement or restriction with respect to the voting of
such Subject Shares, except in either case as contemplated by this Agreement and
the Securityholders Agreement, dated as of September 30, 1996, as amended by
Amendment No. 1 to Securityholders Agreement, dated as of September 30, 1997,
among the Company, the Stockholder and the other stockholders of the Company
named therein (the "Securityholders Agreement").
(5) No Brokers. Except for Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities
Corporation and Xxxxxx Xxxxxxx & Co. Incorporated, whose fees are payable by the
Company, no broker, investment banker, financial advisor or other person is
entitled to any broker's, finder's, financial advisor's or other similar fee or
commission in connection with this Agreement based upon arrangements made by or
on behalf of such Stockholder.
3. Representations and Warranties of Buyer and Merger Subsidiary. Buyer
and Merger Subsidiary hereby, jointly and severally, represent and warrant to
each of the Stockholders as of the date hereof as follows:
(1) Authority. Buyer and Merger Subsidiary have all necessary power and
authority to execute and deliver the Merger Agreement and this Agreement and to
consummate the transactions contemplated thereby and hereby. The execution and
delivery of the Merger Agreement and this Agreement by each of Buyer and Merger
Subsidiary, and the consummation of the transactions contemplated thereby and
hereby, have been duly authorized by all necessary corporate action and no other
corporate proceedings on the part of each of Buyer and Merger Subsidiary are
necessary to authorize this Agreement, the Merger Agreement or to consummate the
transactions contemplated hereby or thereby (other than, if required by
applicable law or stock exchange regulations, the approval of this Agreement and
the Merger Agreement by the Buyer's shareholders ("Buyer Shareholder Approval")
and, with respect to the Merger, the filing of the appropriate merger documents
with the Secretary of State of the State of Delaware as required by Delaware
General Corporation Law ("Delaware Law")). The Merger Agreement and this
Agreement each has been duly and validly executed and delivered by Buyer and
Merger Subsidiary and, assuming due
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authorization, execution and delivery by the Company and each Stockholder,
respectively, constitutes a legal, valid and binding obligation of Buyer and
Merger Subsidiary enforceable against Buyer and Merger Subsidiary in accordance
with its terms, subject to the effect of any applicable bankruptcy,
reorganization, insolvency, moratorium, or similar law affecting creditors'
rights generally and subject, as to enforceability, to the effect of general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).
(2) No Conflicts. The execution and delivery of the Merger Agreement
and this Agreement by Buyer and Merger Subsidiary do not, and the consummation
of the Offer, the Merger and the other Transactions (including this Agreement)
and compliance with the terms thereof and hereof will not, (i) conflict with or
violate the Certificate of Incorporation or By-Laws or equivalent organizational
documents of Buyer or Merger Subsidiary, (ii) conflict with or violate any law,
rule, regulation, order, judgment or decree applicable to Buyer or any
subsidiary of Buyer (each, a "Buyer Subsidiary") or by which any property or
asset of Buyer or any Buyer Subsidiary is bound or affected or (iii) result in
any breach of or constitute a default (or an event which with notice or lapse of
time or both would become a default) under, result in the loss of a material
benefit under or give to others any right of termination, amendment,
acceleration or cancellation of, or result in the creation of a lien or other
encumbrance on any property or asset of Buyer or any Buyer Subsidiary pursuant
to, any note, bond, mortgage, indenture, contract, agreement, lease, license,
permit, franchise or other instrument or obligation to which Buyer or any Buyer
Subsidiary is a party or by which Buyer or any Buyer Subsidiary or any property
or asset of Buyer or any Buyer Subsidiary is bound or affected, except for (A)
compliance with and filings under the pre-merger notification requirements of
the Merger Control Laws, (B) the applicable requirements of the Exchange Act and
the Securities Act, (C) the applicable requirements of state securities laws,
takeover laws of Blue Sky laws and (D) in the case of clauses (ii) and (iii)
above, except for any such conflicts, violations, breaches, defaults or other
occurrences which, individually or in the aggregate, have not had and would not
reasonably be expected to have a Buyer Material Adverse Effect.
(3) No Consents. The execution and delivery of the Merger Agreement and
this Agreement by Buyer and Merger Subsidiary do not, and neither the
performance of the Merger Agreement and this Agreement by Buyer and Merger
Subsidiary nor the consummation of the Transactions by the Company will, require
any consent, approval, authorization, order or permit of, or filing with or
notification to, any Governmental Entity, except for (i) applicable requirements
of the Exchange Act and the Securities Act, (ii) compliance with and filings
under the pre-merger notification requirements of the Merger Control Laws, (iii)
filing of appropriate merger documents with the Secretary of State of the State
of Delaware as required by Delaware Law, (iv) Buyer Shareholder Approval, (v)
the applicable requirements of state securities laws, takeover laws or Blue Sky
laws and (vi) such other consents, approvals, authorizations or permits, filings
or notifications, not obtained or made prior to consummation of the transactions
contemplated hereby the failure of which to be obtained or made would not
prevent or delay consummation of the transactions contemplated hereby, or
otherwise prevent Buyer or Merger Subsidiary from performing its obligations
under the Merger Agreement or this Agreement in any material respect, and which,
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individually or in the aggregate, have not had and would not reasonably be
expected to have a Buyer Material Adverse Effect.
(4) Securities Act. The Subject Shares will be acquired in compliance
with, and Merger Subsidiary will not offer to sell or otherwise dispose of any
Shares so acquired by it in violation of the registration requirements of, the
Securities Act.
(5) Financing. Merger Subsidiary has, or will have at the time that any
payment is required to be made to the Stockholders hereunder, the funds
necessary to make such payment to such Stockholders.
(6) No Brokers. Except for J. Xxxxx Xxxxxxxx & Co. Limited, whose fees
will be paid by Buyer, no broker, investment banker, financial advisor or other
person is entitled to any broker's, finder's, financial advisor's or other
similar fee or commission in connection with the transactions contemplated by
this Agreement based upon arrangements made by or on behalf of Buyer, Merger
Subsidiary or any of their respective assignees.
4. Covenants of Each Stockholder. Each Stockholder hereby, severally
and not jointly, covenants and agrees as follows:
(1) At any meeting of stockholders of the Company called to vote upon
the Merger and the Merger Agreement or at any adjournment thereof or in any
other circumstances upon which a vote, consent or other approval (including by
written consent) with respect to the Merger and the Merger Agreement is sought,
in each case after such time as Merger Subsidiary has purchased the Subject
Shares of each Stockholder hereunder, and only if the record date for any such
vote precedes the date of the sale of such Subject Shares to Merger Subsidiary,
each Stockholder shall vote (or cause to be voted) the Subject Shares of such
Stockholder, including by executing a written consent solicitation if requested
by Buyer or Merger Subsidiary, in respect of which such Stockholder then has or
exercises voting control in favor of the Merger, the adoption by the Company of
the Merger Agreement and the approval of the terms thereof and each of the other
transactions contemplated by the Merger Agreement.
(2) At any meeting of stockholders of the Company or at any adjournment
thereof or in any other circumstances upon which such Stockholder's votes,
consents or other approvals are sought, in each case after such time as Merger
Subsidiary has purchased the Subject Shares of each Stockholder hereunder, and
only if the record date for any such vote precedes the date of the sale of such
Subject Shares to Merger Subsidiary, such Stockholder shall vote (or cause to be
voted) the Subject Shares of such Stockholder in respect of which such
Stockholder then has or exercises voting control against (i) any merger
agreement or merger (other than the Merger Agreement and the Merger),
consolidation, combination, sale of substantial assets, reorganization,
recapitalization, dissolution, liquidation or winding up of or by the Company or
any other Acquisition Proposal (as such term is defined in Section 6.04(a) of
the Merger Agreement) and (ii)
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any amendment of the Company's certificate of incorporation or bylaws or other
proposal or transaction involving the Company or any of its subsidiaries, which
amendment or other proposal or transaction would be reasonably likely to impede,
frustrate, prevent, delay or nullify the Offer, the Merger, the Merger Agreement
or any of the other transactions contemplated by the Merger Agreement or change
in any manner the voting rights of any class of common stock or other voting
securities of the Company. The Stockholder further agrees not to commit or agree
to take any action or enter into any agreement inconsistent with the foregoing.
(3) Such Stockholder shall not (i) sell, transfer, give, pledge, assign
or otherwise dispose of (including by gift) (collectively, "Transfer"), or
consent to any Transfer of, any or all of the Subject Shares of such Stockholder
or any interest therein or enter into any contract, option or other arrangement
(including any profit sharing arrangement) with respect to the Transfer of, the
Subject Shares to any person other than Merger Subsidiary or Merger Subsidiary's
designee pursuant to the terms of the Offer or the Merger or otherwise to Merger
Subsidiary in accordance with Section 1 or (ii) enter into any other voting
arrangement, whether by proxy, voting agreement, voting trust, power-of-attorney
or otherwise, with respect to the Subject Shares. Such Stockholder shall not
commit or agree to take any of the foregoing actions.
(4) Neither such Stockholder nor any of its officers, directors or
employees shall, and such Stockholder shall use its reasonable best efforts to
cause any investment banker, financial advisor, attorney, accountant or other
representative of any such Stockholder not to, directly or indirectly, (i)
solicit, initiate or encourage (including by way of furnishing information), or
take any other action to facilitate, any inquiries or the making of any proposal
that constitutes, or may reasonably be expected to lead to, any Acquisition
Proposal, (ii) participate in any discussions or negotiations regarding any
Acquisition Proposal or (iii) enter into any agreement with respect to any
Acquisition Proposal. Such Stockholder promptly shall advise Buyer and Merger
Subsidiary orally and in writing of any Acquisition Proposal or inquiry made to
such Stockholder with respect to or that could lead to any Acquisition Proposal,
the identity of the person making such Acquisition Proposal or inquiry and the
material terms of any such Acquisition Proposal or inquiry. The foregoing
provisions of this paragraph (d) shall not, however, prohibit an individual
Stockholder, or any partner, stockholder, officer or affiliate of a Stockholder
that is a legal entity, who is a director of the Company from performing his or
her legally required fiduciary duties as a director of the Company as permitted
or required under the Merger Agreement.
(5) Such Stockholder hereby consents to and approves the actions taken
by the Board of Directors of the Company in approving this Agreement, the Merger
Agreement, the Merger and the other transactions contemplated by the Merger
Agreement. Such Stockholder hereby waives, and agrees not to exercise or assert,
any appraisal rights under Section 262 of the Delaware Law in connection with
the Merger.
5. Covenants of Buyer and Merger Subsidiary. Buyer and Merger
Subsidiary hereby, severally and jointly, covenant and agree as follows:
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(1) If required in accordance with applicable law or stock exchange
regulations, Buyer shall cause an extraordinary general meeting of its
shareholders (the "Buyer Shareholders Meeting") to be duly called as soon as
reasonably practicable and in any event no later than January 4, 1999 (or such
later date if the failure to hold the meeting on January 4, 1999 does not result
in the termination of the Merger Agreement) for the purpose of acting upon
proposals to approve this Agreement, the Merger Agreement and all actions
contemplated hereby and thereby that require the approval of Buyer's
shareholders. If a meeting is so required, unless otherwise required pursuant to
their fiduciary duties to Buyer's shareholders (as determined in good faith by
the Directors of Buyer based upon the advice of independent legal counsel), the
Directors of Buyer shall recommend that the Buyer's shareholders approve this
Agreement, the Merger Agreement and all actions contemplated hereby and thereby,
including the Offer and the Merger.
(2) If any Subject Shares are purchased pursuant to this Agreement and
after such purchase Merger Subsidiary owns a majority of the outstanding shares
of Class A Common and a majority of the Shares, in each case on a fully diluted
basis, Merger Subsidiary shall consummate the Merger in accordance with the
terms of the Merger Agreement.
6. Grant of Irrevocable Proxy; Appointment of Proxy.
(1) Subject to its obligations under the Securityholders Agreement,
each Stockholder hereby irrevocably and severally grants to, and appoints, Buyer
and Merger Subsidiary and Xxxxx Xxxxx and Xxxxxx Xxxxxxxx, or any of them, in
their respective capacities as officers of Merger Subsidiary, and any individual
who shall hereafter succeed to any such office of Merger Subsidiary, and each of
them individually, such Stockholder's proxy and attorney-in-fact (with full
power of substitution), for and in the name, place and stead of such
Stockholder, to vote such Stockholder's Subject Shares, or grant a consent or
approval in respect of such Subject Shares, in a manner consistent with Section
4(a) and 4(b) hereof.
(2) Each Stockholder severally represents that any proxies heretofore
given in respect of such Stockholder's Subject Shares are not irrevocable or if
irrevocable, that, upon execution and delivery of this Agreement by Xxxxxx Xxxxx
(as defined herein) and assuming receipt of the written consent of the Company
pursuant to Section 6.08 of the Merger Agreement, the valid consent to the
revocation of such proxies from the party or parties to whom such proxies were
heretofore granted will be obtained, and that any such proxies are hereby
revoked to the extent necessary to effect the transactions contemplated by
Sections 1, 4 and 6 hereof. Each Stockholder understands and acknowledges that
Buyer and Merger Subsidiary are entering into the Merger Agreement in reliance
upon such Stockholder's execution and delivery of this Agreement.
(3) Each Stockholder hereby affirms that the irrevocable proxy set
forth in this Section 6 is given in connection with the execution of the Merger
Agreement, and that such irrevocable proxy is given to secure the performance of
the duties of such Stockholder in accordance
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with this Agreement. Such Stockholder hereby further affirms that the
irrevocable proxy is coupled with an interest and may under no circumstances be
revoked. Such irrevocable proxy is executed and intended to be irrevocable in
accordance with the provisions of Section 212(e) of the Delaware Law. Such
irrevocable proxy shall be valid until the earlier to occur of (i) eleven months
from the date hereof and (ii) the termination of this Agreement pursuant to
Section 10.
(4) By its execution of this Agreement as a Stockholder, Xxxxxx Xxxxx &
Partners, L.P. ("Xxxxxx Xxxxx") hereby expressly consents to the revocation of
the proxy previously granted to Xxxxxx Xxxxx pursuant to Section 2.3 of the
Securityholders Agreement for the sole purpose of effecting, and only to the
extent necessary to enable each other Stockholder to effect, the transactions
contemplated by Sections 1, 4 and 6 hereof, and immediately prior to
consummation of the sale of Xxxxxx Xxxxx'x Subject Shares pursuant to this
Agreement hereby releases each of the parties to the Securityholders Agreement
from its obligations pursuant to Section 2.2 of the Securityholders Agreement.
Upon consummation of the sale of any Subject Shares hereunder to Merger
Subsidiary, Merger Subsidiary agrees to be bound by the terms of the
Securityholders Agreement with respect to the Subject Shares so purchased.
7. Further Assurances. Upon the terms and subject to the conditions set
forth in this Agreement, each of Buyer and Merger Subsidiary agrees to comply
with its obligations under the Merger Agreement and each of the parties agrees
to use all reasonable best efforts to consummate and make effective the other
transactions contemplated by this Agreement. The foregoing provisions of this
Section shall not, however, prohibit an individual Stockholder, or any partner,
stockholder, officer or affiliate of a Stockholder that is a legal entity, who
is a director of the Company from performing his or her legally required
fiduciary duties as a director of the Company as permitted or required under the
Merger Agreement. Buyer shall cause Merger Subsidiary to consummate the
transactions contemplated hereby on the terms and subject to the conditions set
forth in this Agreement.
8. Certain Events.
(1) Each Stockholder agrees that prior to transferring any of such
Stockholder's Subject Shares such Stockholder shall obtain the written agreement
of the transferee thereof to comply with such Stockholder's obligations
hereunder and such obligations 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 such Stockholder's administrators or
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 Class A Common, Class B Common, or the acquisition of
additional shares of Class A Common, Class B Common or other securities of the
Company by any Stockholder, the number of Subject Shares listed in Schedule A
beside the name of such Stockholder shall be deemed adjusted appropriately and
this Agreement and the obligations hereunder shall attach to any additional
shares of Class A Common, Class B Common or other securities of the Company
issued to or acquired by such Stockholder.
-11-
12
(b) Each Stockholder agrees that it will deliver to the Company, within
10 business days after the date hereof (or, in the event Subject Shares are
acquired subsequent to the date hereof within 10 business days after the date of
such acquisition), any and all certificates representing such Stockholder's
Subject Shares solely for the purpose of the Company inscribing upon such
certificates the following legend:
"The shares of Class [A] or [B] Common Stock, $0.01 par value, of The
Xxxxxxxx Companies, Inc., represented by this certificate are subject
to a Stockholders' Agreement, dated as of December 15, 1998, and may
not be sold or otherwise transferred, except in accordance therewith.
Copies of such Agreement may be obtained at the principal executive
offices of The Xxxxxxxx Companies, Inc."
Upon request of the holder of any Subject Shares at any time after termination
of this Agreement, the Company shall issue to such holder in exchange for such
certificates new certificates of like tenor but not bearing the foregoing
legend.
9. Assignment. Neither this Agreement nor any of the rights, interests
or obligations hereunder shall be assigned by any of the parties hereto without
the prior written consent of the other parties, except that (i) Merger
Subsidiary may assign, in its sole discretion, any or all of its rights,
interests and obligations hereunder to any U.S. subsidiary of Buyer that may be
substituted for Merger Subsidiary in accordance with the terms of the Merger
Agreement so long as such subsidiary assumes all obligations of Merger
Subsidiary and Merger Subsidiary remains liable for all such obligations, and
(ii) Buyer may assign, in its sole discretion, any and all of its rights,
interests and obligations hereunder to any direct or indirect wholly-owned
subsidiary of Buyer that assumes all of Buyer's obligations hereunder, provided
that Buyer will remain liable for its obligations hereunder. 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.
10. Termination. This Agreement shall terminate: (A) immediately upon
(i) the termination of the Offer or Merger Agreement by Buyer or Merger
Subsidiary in accordance with the terms of the Merger Agreement prior to the
expiration of the Offer, (ii) the termination of the Merger Agreement by Buyer
or Merger Subsidiary in accordance with the terms of the Merger Agreement
following the expiration of the Offer or (iii) the termination of the Merger
Agreement by the Company in accordance with Section 10.01(k) of the Merger
Agreement; (B) upon delivery by Stockholders holding Shares representing a
majority of the Subject Shares ("Majority Stockholders") of a notice of
termination to Buyer or Merger Subsidiary at any time (i) after Buyer or Merger
Subsidiary has terminated the Offer, prior to the expiration of the Offer, in a
manner which is not in accordance with the terms of the Merger Agreement, or
(ii) in the event that Buyer or Merger Subsidiary fails to purchase the Shares
upon the expiration of the Offer in accordance with Section 1.01 of the Merger
Agreement and either (x) each of the conditions set forth on Exhibit A
-12-
13
to the Merger Agreement has either been satisfied or waived, or (y) Buyer or
Merger Subsidiary is then in breach of any of its obligations under this
Agreement or the Merger Agreement and such breach has resulted in the failure of
any condition set forth on Exhibit A to the Merger Agreement to be satisfied; or
(C) upon delivery by Majority Stockholders of a notice of termination to Buyer
or Merger Subsidiary at any time more than 120 days after: (i) the expiration of
the Offer without the purchase of any Shares thereunder due to the failure of a
condition set forth on Exhibit A to the Merger Agreement to be satisfied and not
waived (other than the Minimum Condition which shall have been satisfied); or
(ii) the expiration of the Offer without the purchase of any Shares thereunder
due to the failure of the Minimum Condition to be satisfied. Notwithstanding the
foregoing, Sections 9, 10, 12, 13 and 14 hereof shall survive any termination of
this Agreement.
11. Effectiveness. This Agreement shall be of no force and effect, and
shall be void ab initio, in the event that the Merger Agreement is not executed
by all parties thereto at or prior to 9:00 a.m., Eastern time, on December 15,
1998.
12. Several Obligations. Notwithstanding any other provision hereof,
each Stockholder's obligations hereunder are several, and not joint and several.
Upon execution hereof by Buyer, Merger Subsidiary and any Stockholder, this
Agreement shall be binding upon and inure to the benefit of Buyer, Merger
Subsidiary and each such Stockholder, regardless of the failure of any other
party listed on the signature page hereto to execute this Agreement.
13. General Provisions.
(1) Amendments. This Agreement may not be amended except by an
instrument in writing signed by each of the parties hereto.
(2) Notice. All notices, requests and other communications to any party
hereunder shall be in writing, including facsimile, telex or similar writing,
and shall be deemed given if delivered to Buyer and Merger Subsidiary at the
address or telecopier number set forth in Section 11.01 of the Merger Agreement
and to the Stockholder at its address or telecopier number set forth on Schedule
A attached hereto (or at such other address or telecopier number for a party as
shall be specified by like notice). Each such notice, request or other
communication shall be effective (i) if given by facsimile and received at or
prior to 5:00 p.m. local time on a business day, upon confirmation of receipt,
and if given by facsimile and received at any other time, upon the next business
day or (ii) if given by any other means, when delivered at the address specified
in this Section 12(b).
(3) Interpretation. When a reference is made in this Agreement to
Sections, such reference shall be to a Section to this Agreement unless
otherwise indicated. The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement. Wherever the words "include", "includes" or "including" are used
in this Agreement, they shall be deemed to be followed by the words "without
limitation."
-13-
14
Capitalized terms used and not otherwise defined in this Agreement shall have
the respective meanings assigned to them in the Merger Agreement.
(4) Counterparts. This Agreement may be executed in two or more
counterparts, all of which shall be considered one and the same agreement, and
shall become effective when two or more of the counterparts have been signed by
each of the parties and delivered to the other party, it being understood that
each party need not sign the same counterpart.
(5) Entire Agreement; No Third-Party Beneficiaries. This Agreement
(including the documents and instruments referred to herein) (i) constitutes the
entire agreement and supersedes all prior agreements and understandings, both
written and oral, among the parties with respect to the subject matter hereof
and (ii) is not intended to confer upon any person other than the parties hereto
any rights or remedies hereunder.
(6) Governing Law. This Agreement shall be construed in accordance with
and governed in all respects, including validity, interpretation and effect, by
the law of the State of Delaware without giving effect to the principles of
conflicts of laws thereof. 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 or were otherwise breached. It is
accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement in any Federal court located in the
State of Delaware or in any Delaware state court, this being in addition to any
other remedy to which they are entitled at law or in equity. Each of the parties
hereto (a) consents to submit itself to the personal jurisdiction of any state
or federal court located in the State of Delaware in the event any dispute
arises out of this Agreement or any of the transactions contemplated by this
Agreement, (b) agrees that it will not attempt to deny or defeat such personal
jurisdiction or venue by motion or other request for leave from any such court,
(c) agrees that it will not bring any action relating to this Agreement or any
of the transactions contemplated by this Agreement in any court other than a
state or federal court sitting in the State of Delaware (except that the
Stockholder may seek to enforce in any English court any judgment obtained in
any such action) and (d) waives any right to trial by jury with respect to any
action related to or arising out of this Agreement.
(7) Severability. 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. 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 to the fullest extent
permitted by applicable law in an acceptable manner to the end that the
transactions contemplated hereby are fulfilled to the extent possible.
14. Confidentiality; Public Announcements.
-14-
15
(1) Each Stockholder recognizes that successful consummation of the
transactions contemplated by this Agreement (including the Offer and the Merger)
may be dependent upon confidentiality with respect to the matters referred to
herein. In this connection, pending public disclosure thereof by Buyer, Merger
Subsidiary and the Company, each Stockholder hereby agrees not to issue any
press release or make any other public statement or disclose or discuss such
matters with anyone not a party to this Agreement (other than such Stockholder's
counsel and advisors, if any) without the prior written consent of Buyer and the
Company, except for filings required pursuant to the Exchange Act and the rules
and regulations thereunder or as required by law.
(2) Subject to clause (a) above, Buyer and Merger Subsidiary, on the
one hand, and the Stockholder, on the other hand, will consult with each other
before issuing, and provide each other with a reasonable opportunity to review
and comment upon, any press release or other public statements with respect to
the transactions contemplated by this Agreement and the Merger Agreement,
including the Offer and the Merger, and shall not issue, and Buyer shall ensure
that none of its subsidiaries shall issue, any such press release or make any
such public statement prior to such consultation, except as may be required by
applicable law, court process or by obligations pursuant to any listing
agreement with any national securities exchange or national securities quotation
system, in which case the party making such release will use reasonable efforts
to obtain comments from the other party before issuance of such release or
statement.
-15-
16
IN WITNESS WHEREOF, Buyer, Merger Subsidiary and each Stockholder
listed on the attached signature pages have caused this Agreement to be duly
executed and delivered as of the date first written above.
EMAP PLC
By: /s/ Xxxxxxxxxxx X. Xxxxx
-----------------------------------
Name: Xxxxxxxxxxx X. Xxxxx
-----------------------------------
Title: Director of Corporate Strategy
-----------------------------------
EMAP ACQUISITION CORP.
By: /s/ Xxxxxxxxxxx X. Xxxxx
-----------------------------------
Name: Xxxxxxxxxxx X. Xxxxx
-----------------------------------
Title: President, Secretary and Treasurer
-----------------------------------
-16-
17
SIGNATURE PAGE TO STOCKHOLDERS' AGREEMENT
Name of Stockholder:
Xxxxxx Xxxxx & Partners, L.P.
--------------------------------------------
(please print legal name of entity or
individual)
By: /s/ Xxxxxx X. Xxxxxxxxxx
--------------------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title:
Number of Subject Shares owned as of
December 10, 1998:
7,209,409 shares of Class A Common Stock
------------------
shares of Class B Common Stock
------------------
Notice Address:
Xxxxxx Xxxxx & Partners, L.P.
--------------------------------------------
000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000
--------------------------------------------
Xxxxxxx, XX 00000
--------------------------------------------
Attention: Xxxxxx X. Xxxxxxxxxx
---------------------------------
18
SIGNATURE PAGE TO STOCKHOLDERS' AGREEMENT
Name of Stockholder:
Xxxxxxxx Properties
--------------------------------------------
(please print legal name of entity or
individual)
By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title:
Number of Subject Shares owned as of
December 10, 1998:
3,204,705 shares of Class A Common Stock
------------------
shares of Class B Common Stock
------------------
Notice Address:
Petersen Properties
--------------------------------------------
0000 Xxxxxxxx Xxxxxxxxx
--------------------------------------------
Xxx Xxxxxxx, XX 00000
--------------------------------------------
Attention: Xxxxxx X. Xxxxxxxx
--------------------------------------------
19
SIGNATURE PAGE TO STOCKHOLDERS' AGREEMENT
Name of Stockholder:
Xxxxxx and Xxxxxx Xxxxxxxx Foundation
--------------------------------------------
(please print legal name of entity or
individual)
By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title:
Number of Subject Shares owned as of
December 10, 1998:
400,000 shares of Class A Common Stock
------------------
shares of Class B Common Stock
------------------
Notice Address:
Xxxxxx and Xxxxxx Xxxxxxxx Foundation
--------------------------------------------
c/x Xxxxxxxx Properties
--------------------------------------------
0000 Xxxxxxxx Xxxxxxxxx
--------------------------------------------
Xxx Xxxxxxx, XX 00000
--------------------------------------------
Attention: Xxxxxx X. Xxxxxxxx
--------------------------------------------
20
SIGNATURE PAGE TO STOCKHOLDERS' AGREEMENT
Name of Stockholder:
Chase Equity Associates, L.P.
--------------------------------------------
(please print legal name of entity or
individual)
By: /s/ Xxxxx X. Xxxxxxxx
--------------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title:
Number of Subject Shares owned as of
December 10, 1998:
1,236,400 shares of Class A Common Stock
------------------
1,397,823 shares of Class B Common Stock
------------------
Notice Address:
Chase Equity Associates, L.P.
--------------------------------------------
000 Xxxxxxx Xxx., 12th Floor
--------------------------------------------
Xxx Xxxx, XX 00000-0000
--------------------------------------------
Attention: Xxxxx X. Xxxxxxxx
--------------------------------------------
21
SIGNATURE PAGE TO STOCKHOLDERS' AGREEMENT
Name of Stockholder:
Allstate Insurance Company
--------------------------------------------
(please print legal name of entity or
individual)
By: /s/ Xxxx X. Goesne
--------------------------------------------
Name: Xxxx X. Goesne
Title:
Number of Subject Shares owned as of
December 10, 1998:
2,162,823 shares of Class A Common Stock
------------------
shares of Class B Common Stock
------------------
Notice Address:
Allstate Insurance Company
--------------------------------------------
0000 Xxxxxxx Xxxx, Xxxxx X0X
--------------------------------------------
Xxxxxxxxxx, XX 00000-0000
--------------------------------------------
Attention: Xxxx X. Goesne
--------------------------------------------
22
SIGNATURE PAGE TO STOCKHOLDERS' AGREEMENT
Name of Stockholder:
Norwest Equity Capital, L.L.C.
--------------------------------------------
(please print legal name of entity or
individual)
By: /s/ Xxxx X. Xxxxxxx
--------------------------------------------
Name: Xxxx X. Xxxxxxx
Title:
Number of Subject Shares owned as of
December 10, 1998:
689,241 shares of Class A Common Stock
------------------
shares of Class B Common Stock
------------------
Notice Address:
Norwest Equity Capital, L.L.C.
--------------------------------------------
2800 Xxxxx Xxxxxxx Tower
--------------------------------------------
000 X. Xxxxx Xxxxxx
--------------------------------------------
Xxxxxxxxxxx, XX 00000-0000
--------------------------------------------
Attention: Xxxx X. Xxxxxxx
--------------------------------------------
23
SIGNATURE PAGE TO STOCKHOLDERS' AGREEMENT
Name of Stockholder:
Nassau Capital Partners II, L.P.
--------------------------------------------
(please print legal name of entity or
individual)
By: /s/ Xxxx X. Xxxxxxx
--------------------------------------------
Name: Xxxx X. Xxxxxxx
Title:
Number of Subject Shares owned as of
December 10, 1998:
717,376 shares of Class A Common Stock
------------------
shares of Class B Common Stock
------------------
Notice Address:
Nassau Capital Partners II L.P.
--------------------------------------------
00 Xxxxxxxx Xxxxxx
--------------------------------------------
Xxxxxxxxx, XX 00000
--------------------------------------------
Attention: Xxxx X. Xxxxxxx
--------------------------------------------
24
SIGNATURE PAGE TO STOCKHOLDERS' AGREEMENT
Name of Stockholder:
Xxxxx X. Xxxxxxx, Xx.
--------------------------------------------
(please print legal name of entity or
individual)
By: /s/ Xxxxx X. Xxxxxxx, Xx.
--------------------------------------------
Name: Xxxxx X. Xxxxxxx, Xx.
Number of Subject Shares owned as of
December 10, 1998:
1,079,656 shares of Class A Common Stock
------------------
shares of Class B Common Stock
------------------
Notice Address:
Xxxxx X. Xxxxxxx, Xx.
--------------------------------------------
c/o The Xxxxxxx Group
--------------------------------------------
000 Xxxxxx Xx., 0xx Xxxxx
--------------------------------------------
Xxxxxxxx, XX 00000
--------------------------------------------
25
SIGNATURE PAGE TO STOCKHOLDERS' AGREEMENT
Name of Stockholder:
Trust f/b/o Xxxxx Xxxx Xxxxxxx III,
--------------------------------------------
X.X. Xxxxxxx, Xx. and X. Xxxxxxxxxx Xxxxxxx
--------------------------------------------
(please print legal name of entity or
individual)
By: /s/ Xxxxx X. Xxxxxxx, Xx.
--------------------------------------------
Name: Xxxxx X. Xxxxxxx, Xx.
Title:
Number of Subject Shares owned as of
December 10, 1998:
7,209 shares of Class A Common Stock
------------------
shares of Class B Common Stock
------------------
Notice Address:
Trust f/b/o Xxxxx Xxxx Xxxxxxx III,
--------------------------------------------
X.X. Xxxxxxx, Xx. and X. Xxxxxxxxxx Xxxxxxx
--------------------------------------------
c/o The Xxxxxxx Group
--------------------------------------------
000 Xxxxxx Xx., 0xx Xxxxx
--------------------------------------------
Xxxxxxxx, XX 00000
--------------------------------------------
Attention: Xxxxx X. Xxxxxxx, Xx.
--------------------------------------------
26
SIGNATURE PAGE TO STOCKHOLDERS' AGREEMENT
Name of Stockholder:
Trust f/b/o Xxxxx Xxxxxxxxxx Xxxxxxx,
--------------------------------------------
X.X. Xxxxxxx, Xx. and X. Xxxxxxxxxx Xxxxxxx
--------------------------------------------
(please print legal name of entity or
individual)
By: /s/ Xxxxx X. Xxxxxxx, Xx.
--------------------------------------------
Name: Xxxxx X. Xxxxxxx, Xx.
Title:
Number of Subject Shares owned as of
December 10, 1998:
7,209 shares of Class A Common Stock
------------------
shares of Class B Common Stock
------------------
Notice Address:
Trust f/b/o Xxxxx Xxxxxxxxxx Xxxxxxx,
--------------------------------------------
X.X. Xxxxxxx, Xx. and X. Xxxxxxxxxx Xxxxxxx
--------------------------------------------
c/o The Xxxxxxx Group
--------------------------------------------
000 Xxxxxx Xx., 0xx Xxxxx
--------------------------------------------
Xxxxxxxx, XX 00000
--------------------------------------------
Attention: Xxxxx X. Xxxxxxx, Xx.
--------------------------------------------
27
SIGNATURE PAGE TO STOCKHOLDERS' AGREEMENT
Name of Stockholder:
Karu Investments LP
--------------------------------------------
(please print legal name of entity or
individual)
By: /s/ Xxxxxx Xxxx
--------------------------------------------
Name: Xxxxxx Xxxx
Title:
Number of Subject Shares owned as of
December 10, 1998:
281,290 shares of Class A Common Stock
------------------
shares of Class B Common Stock
------------------
Notice Address:
Karu Investments LP
--------------------------------------------
000 Xxx Xxxxx Xxxxx Xxxx
--------------------------------------------
Xxxx Xxxxxxxxx, XX 00000
--------------------------------------------
Attention: Xxxxxx Xxxx
--------------------------------------------
28
SIGNATURE PAGE TO STOCKHOLDERS' AGREEMENT
Name of Stockholder:
The Xxxxxxxx X. Xxxxx and Xxxxx Xxxxx Trust
--------------------------------------------
(please print legal name of entity or
individual)
By: /s/ Xxxxxxxx X. Xxxxx
--------------------------------------------
Name: Xxxxxxxx X. Xxxxx
Title:
Number of Subject Shares owned as of
December 10, 1998:
460,128 shares of Class A Common Stock
------------------
shares of Class B Common Stock
------------------
Notice Address:
The Xxxxxxxx X. Xxxxx and Xxxxx Xxxxx Trust
--------------------------------------------
X.X. Xxx 0000
--------------------------------------------
Xxxxxx Xxxxx Xx, XX 00000
--------------------------------------------
Attention: Xxxxxxxx X. Xxxxx
--------------------------------------------
29
SIGNATURE PAGE TO STOCKHOLDERS' AGREEMENT
Name of Stockholder:
Block 1998 Charitable Remainder Trust
--------------------------------------------
(please print legal name of entity or
individual)
By: /s/ Xxxxxxxx X. Xxxxx
--------------------------------------------
Name: Xxxxxxxx X. Xxxxx
Title:
Number of Subject Shares owned as of
December 10, 1998:
147,000 shares of Class A Common Stock
------------------
shares of Class B Common Stock
------------------
Notice Address:
Xxxxx 1998 Charitable Remainder Trust
--------------------------------------------
X.X. Xxx 0000
--------------------------------------------
Xxxxxx Xxxxx Xx, XX 00000
--------------------------------------------
Attention: Xxxxxxxx. X. Xxxxx
--------------------------------------------
30
SIGNATURE PAGE TO STOCKHOLDERS' AGREEMENT
Name of Stockholder:
X. Xxxxxx Xxxxxxxxxx
--------------------------------------------
(please print legal name of entity or
individual)
By: /s/ X. Xxxxxx Xxxxxxxxxx
--------------------------------------------
Name: X. Xxxxxx Xxxxxxxxxx
Number of Subject Shares owned as of
December 10, 1998:
575,159 shares of Class A Common Stock
------------------
shares of Class B Common Stock
------------------
Notice Address:
X. Xxxxxx Xxxxxxxxxx
--------------------------------------------
c/x Xxxxxxxx Publishing Company, L.L.C.
--------------------------------------------
000 Xxxxx Xxxxxx, 0xx Xxxxx
--------------------------------------------
Xxx Xxxx, XX 00000
--------------------------------------------
31
SIGNATURE PAGE TO STOCKHOLDERS' AGREEMENT
Name of Stockholder:
Xxxxxxx X Xxxxxx
--------------------------------------------
(please print legal name of entity or
individual)
By: /s/ Xxxxxxx X Xxxxxx
--------------------------------------------
Name: Xxxxxxx X Xxxxxx
Number of Subject Shares owned as of
December 10, 1998:
175,486 shares of Class A Common Stock
------------------
shares of Class B Common Stock
------------------
Notice Address:
Xxxxxxx X Xxxxxx
--------------------------------------------
c/o The Xxxxxxxx Publishing Company, L.L.C.
--------------------------------------------
0000 Xxxxxxxx Xxxxxxxxx
--------------------------------------------
Xxx Xxxxxxx, XX 00000
--------------------------------------------
32
SIGNATURE PAGE TO STOCKHOLDERS' AGREEMENT
Name of Stockholder:
NAS Partners I L.L.C.
--------------------------------------------
(please print legal name of entity or
individual)
By: /s/ Xxxx X. Xxxxxxx
--------------------------------------------
Name: Xxxx X. Xxxxxxx
Title:
Number of Subject Shares owned as of
December 10, 1998:
3,565 shares of Class A Common Stock
------------------
shares of Class B Common Stock
------------------
Notice Address:
NAS Partners I L.L.C.
--------------------------------------------
00 Xxxxxxxx Xxxxxx
--------------------------------------------
Xxxxxxxxx, XX 00000
--------------------------------------------
Attention: Xxxx X. Xxxxxxx
--------------------------------------------
33
SIGNATURE PAGE TO STOCKHOLDERS' AGREEMENT
Name of Stockholder:
BankAmerica Investment Corporation
--------------------------------------------
(please print legal name of entity or
individual)
By: /s/ Xxxxxx Xxxxxx
--------------------------------------------
Name: Xxxxxx Xxxxxx
Title:
Number of Subject Shares owned as of
December 10, 1998:
shares of Class A Common Stock
------------------
2,595,387 shares of Class B Common Stock
------------------
Notice Address:
BankAmerica Investment Corporation
--------------------------------------------
c/o Continental Illinois Venture
--------------------------------------------
000 X. XxXxxxx Xxxxxx
--------------------------------------------
Xxxxxxx, XX 00000
--------------------------------------------
Attention: Xxxxxx Xxxxxx
--------------------------------------------
34
SIGNATURE PAGE TO STOCKHOLDERS' AGREEMENT
Name of Stockholder:
CIVC Partners II
--------------------------------------------
(please print legal name of entity or
individual)
By: /s/ Xxxxxx Xxxxxx
--------------------------------------------
Name: Xxxxxx Xxxxxx
Title:
Number of Subject Shares owned as of
December 10, 1998:
shares of Class A Common Stock
------------------
288,376 shares of Class B Common Stock
------------------
Notice Address:
CIVC Partners II
--------------------------------------------
000 X. XxXxxxx Xxxxxx
--------------------------------------------
Xxxxxxx, XX 00000
--------------------------------------------
Attention: Xxxxxx Xxxxxx
--------------------------------------------
35
SIGNATURE PAGE TO STOCKHOLDERS' AGREEMENT
Name of Stockholder:
FUI, Inc.
--------------------------------------------
(please print legal name of entity or
individual)
By: /s/ X. Xxxxxx Hauptfhurer
--------------------------------------------
Name: X. Xxxxxx Hauptfhurer
Title:
Number of Subject Shares owned as of
December 10, 1998:
shares of Class A Common Stock
------------------
1,802,352 shares of Class B Common Stock
------------------
Notice Address:
FUI, Inc.
--------------------------------------------
c/o First Union Investors, Inc.
--------------------------------------------
000 X. Xxxxxxx Xxxxxx, 0xx Xxxxx
--------------------------------------------
Xxxxxxxxx, XX 00000-0000
--------------------------------------------
Attention: X. Xxxxxx Hauptfhurer
--------------------------------------------
36
SIGNATURE PAGE TO STOCKHOLDERS' AGREEMENT
Name of Stockholder:
CIBC WG Argosy Merchant Fund 2, L.L.C.
--------------------------------------------
(please print legal name of entity or
individual)
By: /s/ Xx Xxxx
--------------------------------------------
Name: Xx Xxxx
Title:
Number of Subject Shares owned as of
December 10, 1998:
shares of Class A Common Stock
------------------
1,802,352 shares of Class B Common Stock
------------------
Notice Address:
CIBC WG Argosy Merchant Fund 2, L.L.C.
--------------------------------------------
000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx
--------------------------------------------
Xxx Xxxx, XX 00000
--------------------------------------------
Attention: Xx Xxxx
--------------------------------------------
37
SCHEDULE A
SHARES OF COMMON STOCK
--------------------------------
NAME AND ADDRESS CLASS A COMMON CLASS B COMMON
-------------------------------------- -------------- --------------
Xxxxxx Xxxxx & Partners, L.P. 7,209,409 --
000 Xxxx Xxxxxx Xx
Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxxxxx
Petersen Properties 3,204,705 --
0000 Xxxxxxxx Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxxx
Xxxxxx and Xxxxxx Xxxxxxxx Foundation 400,000 --
c/x Xxxxxxxx Properties
0000 Xxxxxxxx Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxxx
Chase Equity Associates, L.P. 1,236,400 1,397,823
000 Xxxxxxx Xxx., 00xx Xxxxx
Xxx Xxxx, XX 00000-0000
Attention: Xxxxx X. Xxxxxxxx
Allstate Insurance Company 2,162,823 --
0000 Xxxxxxx Xxxx, Xxxxx X0X
Xxxxxxxxxx, XX 00000-0000
Attention: Xxxx X. Goesne
Norwest Equity Capital, L.L.C 689,241 --
2800 Xxxxx Xxxxxxx Tower
000 X. Xxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000-0000
Attention: Xxxx X. Xxxxxxx
Nassau Capital Partners II L.P. 717,376 --
00 Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxx X. Xxxxxxx
A-1
38
SHARES OF COMMON STOCK
--------------------------------
NAME AND ADDRESS CLASS A COMMON CLASS B COMMON
-------------------------------------- -------------- --------------
Xxxxx X. Xxxxxxx, Xx 1,079,656 --
c/o The Xxxxxxx Group
000 Xxxxxx Xx., 0xx Xxxxx
Xxxxxxxx, XX 00000
Trust f/b/o Xxxxx Xxxx Xxxxxxx III, X.X 7,209 --
Xxxxxxx, Jr. and X. Xxxxxxxxxx Xxxxxxx
c/o The Xxxxxxx Group
000 Xxxxxx Xx., 0xx Xxxxx
Xxxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxx, Xx
Trust f/b/o Xxxxx Xxxxxxxxxx Xxxxxxx, X.X 7,209 --
Xxxxxxx Jr. and X. Xxxxxxxxxx Xxxxxxx
c/o The Xxxxxxx Group
000 Xxxxxx Xx., 0xx Xxxxx
Xxxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxx, Xx
Karu Investments LP 281,290 --
000 Xxx Xxxxx Xxxxx Xxxx
Xxxx Xxxxxxxxx, XX 00000
The Xxxxxxxx X. Xxxxx and Xxxxx Xxxxx 460,128 --
Trust
X.X. Xxx 0000
Xxxxxx Xxxxx Xx, XX 00000
Attention: Xxxxxxxx X. Xxxxx
Xxxxx 0000 Xxxxxxxxxx Remainder Trust 147,000
X.X. Xxx 0000
Xxxxxx Xxxxx Xx, XX 00000
Attention: Xxxxxxxx X. Xxxxx
X. Xxxxxx Xxxxxxxxxx 000,000 --
c/x Xxxxxxxx Publishing Company, L.L.C
000 Xxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
A-2
39
SHARES OF COMMON STOCK
--------------------------------
NAME AND ADDRESS CLASS A COMMON CLASS B COMMON
-------------------------------------- -------------- --------------
Xxxxxxx X Xxxxxx 175,486 --
c/x Xxxxxxxx Publishing Company, L.L.C
0000 Xxxxxxxx Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
NAS Partners I L.L.C 3,565 --
00 Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxx X. Xxxxxxx
BankAmerica Investment Corporation -- 2,595,387
c/o Continental Illinois Venture
000 X. XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Attention: Xxxxxx Xxxxxx
CIVC Partners II -- 288,376
000 X. XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Attention: Xxxxxx Xxxxxx
FUI, Inc. -- 1,802,352
c/o First Union Investors, Inc.
000 X. Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxx, XX 00000-0000
Attention: X. Xxxxxx Hauptfhurer
CIBC WG Argosy Merchant Fund 2, L.L.C -- 1,802,352
000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xx Xxxx
A-3
