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EXHIBIT 2
VOTING AGREEMENT
AGREEMENT (the "Agreement"), dated as of May 6, 1999, among Kirtland
Capital Partners III L.P., an Ohio limited partnership ("Parent"), ISN
Acquisition Corporation, a Massachusetts corporation and a wholly owned
subsidiary of Parent ("MergerCo"), and the stockholders of Instron Corporation,
a Massachusetts corporation (the "Company"), signatory hereto (collectively
referred to herein as the "Stockholders" and each, a "Stockholder"). Capitalized
terms used and not defined herein shall have the respective meanings ascribed to
them in the Merger Agreement (as hereinafter defined).
W I T N E S S E T H:
--------------------
WHEREAS, concurrently with the execution and delivery of this
Agreement, Parent, MergerCo and the Company have entered into an Agreement and
Plan of Merger (as such agreement may hereafter be amended from time to time,
the "Merger Agreement"), providing for the merger of MergerCo and the Company
(the "Merger");
WHEREAS, as of the date hereof each Stockholder (i) is the owner of,
and has full rights to vote, that number of shares (the "Owned Shares") of the
Company's common stock, par value $1.00 per share (the "Common Stock"), and (ii)
is the beneficial owner of that number of shares of Common Stock (the "401(k)
Shares") held for the benefit of such Stockholder in the Instron Corporation
Savings and Security Plan (the "401(k) Plan"), set forth opposite such
Stockholder's name on Schedule I hereto (the Owned Shares, together with the
401(k) Shares, the "Existing Shares," and together with any shares acquired by
such Stockholder in any capacity after the date hereof and prior to the
termination of this Agreement whether upon the exercise of Options or by means
of purchase, dividend, distribution or otherwise (including any shares of Series
B Stock of the Company), the "Shares");
WHEREAS, Parent desires each Stockholder to agree, and each Stockholder
is willing to agree, not to transfer or otherwise dispose of any of such
Stockholder's Shares and to vote, or to direct the voting of, the Shares in a
manner so as to facilitate consummation of the Merger, as provided herein; and
NOW, THEREFORE, in consideration of the foregoing and the mutual
representations, warranties, covenants and agreements contained herein, the
parties hereto agree as follows:
1. TRANSFER OF SHARES.
(a) TRANSFER AND ENCUMBRANCE. Other than as provided herein or
in the Merger Agreement or those certain letter agreements of even date herewith
between the Stockholders signatory thereto and Parent (the "Rollover Letter
Agreements"), until the Expiration Date (as defined below), no Stockholder shall
hereafter (i) sell, tender, transfer, pledge, encumber, assign or otherwise
dispose of any of the Shares, (ii) deposit any Shares into a voting trust or
enter into a voting agreement or arrangement with respect to such Shares
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or grant any proxy or power of attorney with respect thereto, (iii) enter into
any contract, option or other arrangement or undertaking with respect to the
direct or indirect sale, transfer, pledge, encumbrance, assignment or other
disposition of any Shares, or (iv) take any action that would make any
representation or warranty of such Stockholder contained herein untrue or
incorrect or have the effect of preventing or disabling such Stockholder from
performing such Stockholder's obligations under this Agreement. As used herein,
the term "Expiration Date" shall mean the earlier to occur of (A) the Effective
Time; and (B) such date and time as the Merger Agreement shall be terminated in
accordance with its terms.
(b) DISCLOSURE. The Stockholders hereby permit Parent and
MergerCo to publish and disclose in the Schedule 13E-3 and the Proxy Statement,
if applicable (including all documents and schedules filed with the SEC), their
identity and ownership of the Shares and the nature of their commitments,
arrangements and understandings under this Agreement.
2. ADDITIONAL AGREEMENTS.
(a) VOTING AGREEMENT. Each Stockholder shall, at any meeting
of the holders of Common Stock, however called, or in connection with any
written consent of the holders of Common Stock, vote, or shall direct the
trustee of the 401(k) Plan, in accordance with and to the extent permitted under
the terms of such plan, to vote, as applicable, the Shares, (i) in favor of the
Merger, the execution and delivery by the Company of the Merger Agreement and
the approval of the terms thereof and each of the other actions contemplated by
the Merger Agreement and this Agreement and any actions required in furtherance
thereof and hereof, and (ii) against any other Acquisition Proposal.
(b) NO INCONSISTENT ARRANGEMENTS. Each Stockholder hereby
covenants and agrees that, except as contemplated by this Agreement, the Merger
Agreement and the Rollover Letter Agreements, it shall not (i) transfer (which
term shall include, without limitation, any sale, gift, pledge or other
disposition), or consent to any transfer of, any or all of such Stockholder's
Shares, Options or any interest therein, (ii) enter into any contract, option or
other agreement or understanding with respect to any transfer of any or all of
such Shares, Options or any interest therein, (iii) grant any proxy,
power-of-attorney or other authorization in or with respect to such Shares or
Options, or (iv) deposit such Shares or Options into a voting trust or enter
into a voting agreement or arrangement with respect to such Shares or Options.
(c) NO SOLICITATION. Each Stockholder hereby agrees that such
Stockholder will not, directly or indirectly, encourage, solicit, participate in
or initiate discussions or negotiations with, or provide any information to, any
corporation, partnership, person or other entity or group (other than Parent or
any of its affiliates or representatives) concerning any other Acquisition
Proposal, except to the extent that the Company shall be so permitted pursuant
to Section 7.5 of the Merger Agreement. Each Stockholder will immediately cease
any existing activities, discussions or negotiations with any parties conducted
heretofore with
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respect to any other Acquisition Proposal.
3. REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS. Each Stockholder
hereby represents and warrants to Parent as follows:
(a) OWNERSHIP OF SHARES. Such Stockholder's ownership of the
Owned Shares is set forth on Schedule I. Such Stockholder is the beneficial
owner of the 401(k) Shares, as set forth on Schedule I. On the date hereof, the
Owned Shares constitute all of the Shares owned by such Stockholder. On the date
hereof, the 401(k) Shares constitute all of the Shares beneficially owned by
such Stockholder pursuant to the 401(k) Plan. Except as noted in Schedule I
hereto, such Stockholder has sole voting power and sole power to issue
instructions with respect to the matters set forth in Sections 1 and 2 hereof,
sole power of disposition, sole power of conversion and sole power to agree to
all of the matters set forth in this Agreement, in each case with respect to all
of the Owned Shares with no limitations, qualifications or restrictions on such
rights, subject to applicable securities laws, the Rollover Letter Agreements,
and the terms of this Agreement and the Merger Agreement. Such Stockholder has
the sole power to issue instructions with respect to the matters set forth in
Sections 1 and 2 hereof to the trustee of the 401(k) Plan.
(b) POWER; BINDING AGREEMENT. Each Stockholder has the legal
capacity, power and authority to enter into and perform all of such
Stockholder's obligations under this Agreement. The execution, delivery and
performance of this Agreement by such Stockholder will not violate any other
agreement to which such Stockholder is a party. This Agreement has been duly and
validly executed and delivered by such Stockholder and constitutes a valid and
binding agreement of such Stockholder, enforceable against such Stockholder in
accordance with its terms, subject to applicable bankruptcy or other similar
laws relating to creditors' rights and general principles of equity. There is no
beneficiary or holder of a voting trust certificate or other interest in any
trust of which such Stockholder is a trustee whose consent is required for the
execution and delivery of this Agreement or the consummation by such Stockholder
of the transactions contemplated hereby.
(c) NO CONFLICTS. Except for filings under the HSR Act and the
Exchange Act, (i) no filing with, and no permit, authorization, consent or
approval of, any Governmental Entity is necessary for the execution of this
Agreement by such Stockholder and the consummation by such Stockholder of the
transactions contemplated hereby and (ii) none of the execution and delivery of
this Agreement by such Stockholder, the consummation by such Stockholder of the
transactions contemplated hereby or compliance by such Stockholder with any of
the provisions hereof (A) conflicts with or results in any breach of any
organizational documents applicable to the Stockholder, (B) results in a
violation or breach of, or constitutes (with or without notice or lapse of time
or both) a default (or gives rise to any third-party right of termination,
cancellation, material modification or acceleration) under, any of the terms,
conditions or provisions of any note, loan agreement, bond, mortgage, indenture,
license, contract, commitment, arrangement, understanding, agreement or other
instrument or
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obligation of any kind to which such Stockholder is a party or by which such
Stockholder or any of its properties or assets may be bound, or (C) violates any
order, writ, injunction, decree, judgment, statute, rule or regulation
applicable to such Stockholder or any of its properties or assets.
(d) NO ENCUMBRANCES. Except as set forth in Schedule I hereto
or otherwise permitted by this Agreement, the Shares and the certificates
representing such Shares are now, and at all times during the term hereof will
be, held by such Stockholder, or by a nominee or custodian or, with respect to
the 401(k) Shares, the trustee to the 401(k) Plan, for the benefit of such
Stockholder, free and clear of all Encumbrances, proxies, voting trusts or
agreements, understandings or arrangements or any other rights whatsoever,
except for any such Encumbrances set forth in Schedule I hereto or arising
hereunder, under the Merger Agreement, under the Rollover Letter Agreements and
under the terms of the 401(k) Plan.
(e) NO FINDER'S FEES. No broker, investment banker, financial
advisor or other person is entitled to any broker's, finder's, financial
adviser's or other similar fee or commission in connection with the transactions
contemplated hereby based upon arrangements made by or on behalf of such
Stockholder.
(f) RELIANCE BY PARENT. Each Stockholder understands and
acknowledges that Parent is entering into, and causing MergerCo to enter into,
the Merger Agreement in reliance upon such Stockholder's execution and delivery
of this Agreement.
4. REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGERCO. Each of
Parent and MergerCo hereby represents and warrants to the Stockholders as
follows:
(a) POWER; BINDING AGREEMENT. Each of Parent and MergerCo has
the corporate power and authority to enter into and perform all of its
obligations under this Agreement. The execution, delivery and performance of
this Agreement by each of Parent and MergerCo will not violate any other
agreement to which either of them is a party. This Agreement has been duly and
validly executed and delivered by each of Parent and MergerCo and constitutes a
valid and binding agreement of each of Parent and MergerCo, enforceable against
each of Parent and MergerCo in accordance with its terms.
(b) NO CONFLICTS. Except for filings under the HSR Act and the
Exchange Act, (i) no filing with, and no permit, authorization, consent or
approval of, any Governmental Entity is necessary for the execution of this
Agreement by each of Parent and MergerCo and the consummation by each of Parent
and MergerCo of the transactions contemplated hereby and (ii) none of the
execution and delivery of this Agreement by each of Parent and MergerCo, the
consummation by each of Parent and MergerCo of the transactions contemplated
hereby or compliance by each of Parent and MergerCo with any of the provisions
hereof (A) conflicts with or results in any breach of any organizational
documents applicable to either of Parent or MergerCo, (B) results in a violation
or breach of, or constitutes (with or without notice or
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lapse of time or both) a default (or gives rise to any third-party right of
termination, cancellation, material modification or acceleration) under, any of
the terms, conditions or provisions of any note, loan agreement, bond, mortgage,
indenture, license, contract, commitment, arrangement, understanding, agreement
or other instrument or obligation of any kind to which either of Parent or
MergerCo is a party or by which either of Parent or MergerCo or any of their
properties or assets may be bound, or (C) violates any order, writ, injunction,
decree, judgment, statute, rule or regulation applicable to either of Parent or
MergerCo or any of their properties or assets.
5. WAIVER OF APPRAISAL RIGHTS. Each Stockholder hereby waives his
rights under the Appraisal Rights Provisions with respect to the Shares.
6. FURTHER ASSURANCES. From time to time, at the other party's request
and without further consideration, each party hereto shall execute and deliver
such additional documents and take all such further lawful action as may be
necessary or desirable to consummate and make effective, in the most expeditious
manner practicable, the transactions contemplated by this Agreement.
7. STOP TRANSFER. The Stockholders shall not request that the Company
register the transfer (book-entry or otherwise) of any certificate or
uncertificated interest representing any of the Shares, unless such transfer is
made in compliance with this Agreement. In the event of a stock dividend or
distribution, or any change in the Common Stock by reason of any stock dividend,
split-up, recapitalization, combination, exchange of shares or the like, the
term "Shares" shall refer to and include the Shares as well as all such stock
dividends and distributions and any shares into which or for which any or all of
the Shares may be changed or exchanged.
8. TERMINATION. The covenants and agreements of the Stockholders
contained in this Agreement with respect to the Shares shall terminate upon the
earlier of (a) the Effective Time and (b) the termination of the Merger
Agreement in accordance with its terms.
9. MISCELLANEOUS.
(a) ENTIRE AGREEMENT. This Agreement, together with the
Rollover Letter Agreements, constitutes the entire agreement between the parties
with respect to the subject matter hereof and supersedes all other prior
agreements and understandings, both written and oral, between the parties with
respect to the subject matter hereof.
(b) BINDING AGREEMENT This Agreement and the obligations
hereunder shall attach to the Shares and shall be binding upon any person or
entity to which legal or beneficial ownership of such Shares shall pass, whether
by operation of law or otherwise, including, without limitation, a Stockholder's
heirs, guardians, administrators or successors. Notwithstanding any transfer of
Shares, the transferor shall remain liable for the performance
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of all obligations of the transferor under this Agreement.
(c) ASSIGNMENT. This Agreement shall not be assigned by
operation of law or otherwise without the prior written consent of the other
parties, provided that Parent may assign, in its sole discretion, its rights and
obligations hereunder to any direct or indirect wholly owned Subsidiary of
Parent, but no such assignment shall relieve Parent of its obligations hereunder
if such assignee does not perform such obligations.
(d) AMENDMENTS, WAIVERS, ETC. This Agreement may not be
amended, changed, supplemented, waived or otherwise modified or terminated,
except upon the execution and delivery of a written agreement executed by the
parties hereto.
(e) NOTICES. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly received if given) by hand delivery or telecopy (with a
confirmation copy sent for next day delivery via courier service, such as
Federal Express), or by any courier service, such as Federal Express, providing
proof of delivery. All communications hereunder shall be delivered to the
respective parties at the following addresses:
If to a Stockholder: to such Stockholder's address set forth on
Schedule I hereto
With a copy to: Xxxxxxx, Procter & Xxxx XXX
Xxxxxxxx Xxxxx
Xxxxxx, XX 00000
Attention: Xxxxxx X. Cable, P.C.
Xxxxxx X. Xxxxxxx III, P.C.
Telephone No.: (000) 000-0000
Telecopy No.: (000) 000-0000
and
Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
Xxx Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxxxx, Esq.
Telephone No.: (000) 000-0000
Telecopy No.: (000) 000-0000
and
Xxxxxxx Xxxx LLP
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
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Attention: Xxxx X. Xxxxxxxxxxxx, Esq.
Telephone No.:(000) 000-0000
Telecopy No.: (000) 000-0000
If to a Parent or
MergerCo: Kirtland Capital Partners III L.P.
0000 XXX Xxxxxx Xxxx
Xxxxx 000
Xxxxxxxxxx Xxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxxxxx
Telephone No.: (000) 000-0000
Telecopy No.:(000) 000-0000
With a copy to: Xxxxx, Day, Xxxxxx & Xxxxx
000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxx, Esq.
Telephone No.: (000) 000-0000
Telecopy No.: (000) 000-0000
or to such other address as the person to whom notice is given may have
previously furnished to the others in writing in the manner set forth above.
(f) SEVERABILITY. Whenever possible, each provision or portion
of any provision of this Agreement will be interpreted in such manner as to be
effective and valid under applicable law but if any provision or portion of any
provision of this Agreement is held to be invalid, illegal or unenforceable in
any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality or unenforceability will not affect any other provision
or portion of any provision in such jurisdiction, and this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision or portion of any provision had never been
contained herein.
(g) SPECIFIC PERFORMANCE. Each of the parties hereto
recognizes and acknowledges that a breach by it of any covenants or agreements
contained in this Agreement will cause the other party to sustain damages for
which it would not have an adequate remedy at law for money damages, and
therefore in the event of any such breach the aggrieved party shall be entitled
to the remedy of specific performance of such covenants and agreements and
injunctive and other equitable relief in addition to any other remedy to which
it may be entitled, at law or in equity.
(h) REMEDIES CUMULATIVE. All rights, powers and remedies
provided under this Agreement or otherwise available in respect hereof at law or
in equity shall be cumulative and not alternative or exclusive, and the exercise
of any thereof by any party shall not preclude
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the simultaneous or later exercise of any other such right, power or remedy by
such party.
(i) NO WAIVER. The failure of any party hereto to exercise any
right, power or remedy provided under this Agreement or otherwise available in
respect hereof at law or in equity, or to insist upon compliance by any other
party hereto with its obligations hereunder, and any custom or practice of the
parties at variance with the terms hereof, shall not constitute a waiver by such
party of its right to exercise any such or other right, power or remedy or to
demand such compliance.
(j) NO THIRD PARTY BENEFICIARIES. Subject to the provisions of
Section 9(c), this Agreement is not intended to be for the benefit of, and shall
not be enforceable by, any person or entity who or which is not a party hereto.
(k) CHOICE OF LAW/CONSENT TO JURISDICTION. All disputes,
claims or controversies arising out of this Agreement, or the negotiation,
validity or performance of this Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts without regard to
its rules of conflict of laws. Each of Parent, MergerCo and the Stockholders
hereby irrevocably and unconditionally consents to submit to the sole and
exclusive jurisdiction of the courts of the Commonwealth of Massachusetts and of
the United States District Court for the District of Massachusetts (the
"Massachusetts Courts") for any litigation arising out of or relating to this
Agreement, or the negotiation, validity or performance of this Agreement (and
agrees not to commence any litigation relating thereto except in such courts),
waives any objection to the laying of venue of any such litigation in the
Massachusetts Courts and agrees not to plead or claim in any Massachusetts Court
that such litigation brought therein has been brought in any inconvenient forum.
Each of the parties hereto agrees, (a) to the extent such party is not otherwise
subject to service of process in the Commonwealth of Massachusetts, to appoint
and maintain an agent in the Commonwealth of Massachusetts as such party's agent
for acceptance of legal process, and (b) that service of process may also be
made on such party by prepaid certified mail with a proof of mailing receipt
validated by the United States Postal Service constituting evidence of valid
service. Service made pursuant to (a) or (b) above shall have the same legal
force and effect as if served upon such party personally within the Commonwealth
of Massachusetts. For purposes of implementing the parties' agreement to appoint
and maintain an agent for service of process in the Commonwealth of
Massachusetts, each such party does hereby appoint CT Corporation, 0 Xxxxxx
Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, as such agent.
(l) DESCRIPTIVE HEADINGS. The descriptive headings used herein
are inserted for convenience of reference only and are not intended to be part
of or to affect the meaning or interpretation of this Agreement.
(m) COUNTERPARTS. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original, but all of which,
taken together, shall constitute one and the same Agreement.
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(n) NO AGREEMENT UNTIL EXECUTED. Irrespective of negotiations
among the parties or the exchanging of drafts of this Agreement, this Agreement
shall not constitute or be deemed to evidence a contract, agreement, arrangement
or understanding among the parties hereto unless and until (i) the Board of
Directors of the Company has approved, for purposes of Chapter 110F of the
Massachusetts General Laws and any applicable provision of the Company's
articles of organization, the terms of this Agreement, including, without
limitation, the voting provisions set forth in Section 2(a) of this Agreement,
and (ii) this Agreement is executed by the parties hereto.
(o) CONCERNING SERIES B STOCK. The Stockholders hereby
irrevocably waive any and all rights to the payment of any dividends or
distributions on the Series B Stock.
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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
duly executed as of the day and year first above written.
KIRTLAND CAPITAL PARTNERS III L.P.
By: Kirtland Partners Ltd.,
its General Partner
By: /s/ Xxxxxxx X. Xxxxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title:
ISN ACQUISITION CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: President
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STOCKHOLDERS:
/s/ Xxxxxx X. Xxxx
-----------------------------------
Xxxxxx X. Xxxx
/s/ Xxxxxx Xxxxxxx
-----------------------------------
Xxxxxx Xxxxxxx
XXXXXX XXXXXXX TRUST
By: /s/ Xxxxxx Xxxxxxx
-----------------------------------
Name: Xxxxxx Xxxxxxx, as Trustee
-and-
By: /s/ Xxxxxx Xxxxxxx
-----------------------------------
Name: Xxxxxx Xxxxxxx, as Trustee
/s/ Xxxxxx X. Xxxxxx
-----------------------------------
Xxxxxx X. Xxxxxx
/s/ Xxxxxxx X. Xxxxxxxx
-----------------------------------
Xxxxxxx X. Xxxxxxxx
/s/ Xxxx X. Xxxxxxx
-----------------------------------
Xxxx X. Xxxxxxx
/s/ Xxxxxxxx X. Xxxx
-----------------------------------
Xxxxxxxx X. Xxxx
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THE XXXXXXXX X. XXXX TRUST - 1965
By:
----------------------------------
Name: Xxxxxxx Xxxxxxxx, as Trustee
/s/ Xxxxx Xxxxxxxxxxx
-------------------------------------
Xxxxx Xxxxxxxxxxx
/s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Xxxxxx X. Xxxxxxx
XXXXXX X. XXXXXXX TRUST
By: /s/ Xxxxxx Xxxxxxx
----------------------------------
Name: Xxxxxx Xxxxxxx, as Trustee
/s/ Xxxxx Xxxxxxx
-------------------------------------
Xxxxx Xxxxxxx
XXXXXXXX XXXXXXX
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxxx, as Custodian
XXXXX XXXXXXX
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxxx, as Custodian
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XXXXXXXXX XXXXXXX
By: Xxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxxx, as Custodian
/s/ Xxxxx X. Xxxxxxxxx
---------------------------------------
Xxxxx X. XxXxxxxxx
/s/ Xxxxxxx X. Xxxxxxxx
---------------------------------------
Xxxxxxx X. Xxxxxxxx
/s/ Xxxxxx X. Moulding
---------------------------------------
Xxxxxx X. Moulding
XXXXXX X. & XXXX X. MOULDING,
AS JOINT TENANTS
By: /s/ Xxxxxx X. Moulding
---------------------------------------
Name: Xxxxxx X. Moulding, as Joint Tenant
-and-
By: /s/ Xxxx X. Moulding
---------------------------------------
Name: Xxxx X. Moulding, as Joint Tenant
/s/ Xxxxxx X. Xxxxx
---------------------------------------
Xxxxxx X. Xxxxx
/s/ Xxxxxxx Xxxxx
---------------------------------------
Xxxxxxx Xxxxx
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/s/ Xxxxx X. Xxxx
---------------------------------------
Xxxxx X. Xxxx
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Schedule I
Name and Address of Stockholders Number of Owned Shares Number of 401(K) Shares
-------------------------------- ---------------------- -----------------------
Xxxxxx X. Xxxx 259,206* 0
c/o Instron Corporation
000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxxxx Xxxxxxx 37,005** 0
c/o Instron Corporation
000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxxxx Xxxxxxx Trust 492,814*** 0
c/o Instron Corporation
000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxxxx X. Xxxxxx 29,000 4,215
c/o Instron Corporation
000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxxxxx X. Xxxxxxxx 25,328 11,273
c/o Instron Corporation
000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxx X. Xxxxxxx 25,000 2,553
c/o Instron Corporation
000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxxxxxx X. Xxxx 82,014 3,437
c/o Instron Corporation
000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
----------------------
* 4,200 of these shares are held in street name in a cash account at Xxxxxx
Xxxxxxx.
** 23,775 of these shares are held in a margin account at PaineWebber
Incorporated and 13,020 of these shares are held in street name in a
margin account at Xxxxxx Xxxxxxx.
*** Xxxxxx Xxxxxxx and Xxxxxx Xxxxxxx, as Trustees, have shared voting and
dispositive power with respect to these shares. 255,797 of these shares
are held in street name a margin account at BT Alex. Xxxxx Incorporated.
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The Xxxxxxxx X. Xxxx Trust - 1965 60,750 0
c/o Instron Corporation
000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxxx Xxxxxxxxxxx 25,000 1,892
c/o Instron Corporation
000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxxxx X. Xxxxxxx 34,775 8,100
c/o Instron Corporation
000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxxxx X. Xxxxxxx Trust 15,186 0
c/o Instron Corporation
000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxxx Xxxxxxx 1,000 0
c/o Instron Corporation
000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxxxxxx Xxxxxxx 17,575 0
c/o Instron Corporation
000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxxx Xxxxxxx 10,800 0
c/o Instron Corporation
000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxxxxxxx Xxxxxxx 11,825 0
c/o Instron Corporation
000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxxx X. XxXxxxxxx 211,112 4,413
c/o Instron Corporation
000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
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Xxxxxxx X. Xxxxxxxx 20,500 49
c/o Instron Corporation
000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxxxx X. Moulding 25,000 6,476
c/o Instron Corporation
000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxxxx X. & Xxxx X. Moulding, 13,547 0
as Joint Tenants
c/o Instron Corporation
000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxxxx X. Xxxxx 26,720 0
c/o Instron Corporation
000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxxxxx Xxxxx 2,000 0
c/o Instron Corporation
000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxxx X. Xxxx 91,550 0
c/o Instron Corporation
000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
