Execution Copy
AGREEMENT WITH STOCKHOLDERS of GP STRATEGIES CORPORATION
--------------------------------------------------------
August 31, 1999
---------------
The parties to this agreement are VS&A Communications Partners III, L.P., a
Delaware limited partnership ("VS&A"), and Xxxxxx Xxxxxxx, Xxxxx Xxxxxxxxx, Xxxx
XxXxxxxxx, Xxxx Xxxxx and Xxxxxxx Xxxxx, who are stockholders of GP Strategies
Corporation (the "Company") and executive officers of the Company or a
subsidiary of the Company and are collectively referred to below as the
"Stockholders."
VS&A proposes to submit to the Company's board of directors, as soon as
practicable after execution of this agreement, an offer (the "Offer") to acquire
by merger all of the Company's outstanding Common Stock and Class B Capital
Stock. VS&A's offer will be accompanied by a proposed merger agreement (the
"Merger Agreement") among the Company, VS&A, a newly-formed Delaware limited
liability company of which VS&A is the sole member (the "LLC"), and a
newly-formed subsidiary of the LLC, pursuant to which the subsidiary of the LLC
would be merged (the "Merger") into the Company and the Company's stockholders
would be entitled to receive, upon consummation of the Merger, the minimum sums
of $13 a share for the Company's Common Stock and $14.625 a share for the
Company's Class B Capital Stock. A copy of the Offer and the proposed Merger
Agreement is attached to this agreement.
As a condition to submission of its offer and entering into the Merger
Agreement, VS&A has required that the Stockholders agree to the terms of this
agreement and, as an inducement to VS&A to submit its offer and enter into the
Merger Agreement and proceed with the merger contemplated thereby, the
Stockholders have agreed to the terms set forth below. Capitalized terms used in
this agreement and not otherwise defined shall have the meanings given to them
in the Merger Agreement.
It is therefore agreed as follows:
1. The Stockholders' Obligations Relating to the Merger.
-----------------------------------------------------
(a) No Solicitation, etc. Upon execution of this agreement, each
of the Stockholders immediately shall cease any activities, discussions or
negotiations with other parties with respect to any Acquisition Proposal (as
defined below) or with respect to any arrangement between the Stockholder and
any third party that has made or is considering making any Acquisition Proposal,
and during the term of this agreement (as provided in section 5) none of the
Stockholders shall, directly or indirectly, (i) encourage, solicit, or initiate
discussions or negotiations with, or provide any information to, anyone other
than VS&A (and its affiliates or representatives) concerning any Acquisition
Proposal or any related arrangement or (ii) engage in any discussion or
negotiation with anyone other than VS&A (and its affiliates or representatives)
with respect to any Acquisition Proposal or with respect to any related
employment or other arrangement (including, but
1
not limited to, any "phantom equity," "equity rollover, " or other equity
participation arrangement). During the term of this agreement, each of the
Stockholders immediately shall communicate to VS&A in writing the terms of any
inquiry or proposal he receives, or any discussion that he has, with respect to
any Acquisition Proposal solely in his capacity as a stockholder (and not in his
capacity as a director or officer of the Company) and shall immediately inform
VS&A in writing of the identity of the party making such inquiry or proposal or
with whom he has such a discussion. As used in this agreement, the term
"Acquisition Proposal" means any proposal or offer with respect to a merger,
reorganization, share exchange, tender offer, consolidation or similar
transaction involving, or any purchase of 10% or more of the assets or any
equity securities of, the Company or any of its subsidiaries.
(b) Best Efforts. Subject to the terms and conditions of this
agreement, each of the Stockholders shall use his best efforts to cause the
consummation of the transactions contemplated by this agreement and the Merger
Agreement. Without limiting the generality of the foregoing, each of the
Stockholders shall use his best efforts to (i) cause the Company to negotiate in
good faith, and to execute and deliver, the Merger Agreement, (ii) cause the
Company to perform its obligations under the Merger Agreement, and (iii) cause
the fulfillment at the earliest practicable date of all of the conditions to the
obligations of the parties to consummate the Merger pursuant to the Merger
Agreement.
(c) Limitation on Stockholders' Obligations. Nothing in this
agreement shall limit or otherwise interfere with the Stockholders' actions as
directors or officers. Without limiting the generality of the foregoing, each of
the Stockholders may, in his capacity as a director of the Company, vote in the
manner determined by him in his sole discretion on any matter submitted to the
vote of directors.
(d) Exercise of Options. Prior to the record date to be set forth
in the Merger Agreement for determining the holders of outstanding shares of the
Company's Common Stock, each of the Stockholders, provided that he has received
the loan described in the next sentence, shall exercise all of the then
exercisable options he holds for the purchase of any shares of either Common
Stock or Class B Capital Stock of the Company; provided however that, Messrs.
XxXxxxxxx, Xxxxx and Xxxxx shall not be required to exercise their options
unless prior to the record date the Company has received an Acquisition Proposal
from a third party or a third party has expressed its intention orally or in
writing to the Company or to any of its officers or directors, or in an SEC
filing, or otherwise, to make an Acquisition Proposal. Upon any exercise of an
option after the approval of the Merger by the special committee created by the
board of directors to evaluate the Merger, VS&A shall provide to the exercising
Stockholder a loan in the amount he requires to make payment of the purchase
price payable for the shares to be acquired upon exercise and of any related tax
liability; the loan shall be payable on June 30, 2009 (subject to acceleration
in the event that the Merger is not consummated, as provided in the last
sentence of this section 1(d)), shall bear interest (which shall accrue and be
payable only as provided below) at the rate of 7 % a year, and shall be secured
prior to the Merger by all of the shares of Common Stock or Class B Capital
Stock owned by the Stockholder (subject to any liens existing on the date
hereof) and after the Merger by all of the Stockholder's membership interests in
the LLC (as an "Investor Member" and as a "Management Member"). Upon the
consummation of the Merger, the loan by VS&A to
2
the Stockholders shall be acquired by the Company from VS&A and any previously
outstanding loan from the Company to any Stockholder shall be amended to be on
the same terms as, and consolidated into one loan with, the loan acquired by the
Company from VS&A. The loans shall be full recourse prior to the Merger, but
after the Merger the loans shall be recourse only to the Stockholders'
membership interests in the LLC. Upon any distribution by the LLC with respect
to the membership interests in the LLC, the distribution to each of the
Stockholders shall be applied to repay the loan to that Stockholder. In
addition, upon any sale by any of the Stockholders of any portion of the
membership interests held by him as an "Investor Member" of the LLC, to the
extent necessary, all or a portion of the proceeds (less the amount of income
taxes payable by him as a result of the sale) shall be applied to repay the loan
to the Stockholder so that after the sale and application of the proceeds, the
ratio of the then outstanding amount of the loan, including accrued interest, to
the fair market value of the membership interests then pledged shall be the same
as that ratio was on the date of consummation of the merger. Any distribution or
sale proceeds applied to repayment of any loan pursuant to this provision shall
be allocated first to accrued interest, then to principal and then to any costs,
fees and expenses related to the collection of the loan. If for any reason the
Merger is not consummated, any loan by VS&A to a Stockholder hereunder shall be
payable on the date that is 14 months after the exercise of his options pursuant
to this section 1(d).
(e) Voting Agreement. Each of the Stockholders shall, at any
meeting of the holders of the Company's Common Stock or in connection with any
written consent of the holders of the Company's Common Stock, vote (or cause to
be voted) all of the shares in the Company then owned of record by him or which
he otherwise has the right to vote (or direct the vote) (i) in favor of the
Merger, the approval of the terms of the Merger Agreement and each of the other
actions contemplated by the Merger Agreement and by this agreement, and any
actions required in furtherance of the Merger Agreement, and (ii) against any
Acquisition Proposal and against any other action or agreement that would
impede, frustrate, prevent or nullify this agreement or the transactions
contemplated by this agreement or the Merger Agreement. None of the Stockholders
shall be required to take any action in accordance with this provision, however,
to the extent that he shall have been advised by counsel in writing that the
taking of any such action would be reasonably likely to violate the
Stockholder's fiduciary duties to the Company's stockholders under applicable
law, but if the Company enters into a definitive agreement with respect to a
Superior Proposal, each of the Stockholders shall use his best efforts to cause
the Company to pay to VS&A the Termination Fee. The terms "Superior Proposal"
and "Termination Fee" are defined in the Merger Agreement.
(f) Exchange of Shares for Shares of the LLC. Immediately prior to
the Merger, each of the Stockholders shall contribute to the LLC a portion
determined by the Stockholder of the shares of the Company's Common Stock and
Class B Capital Stock held of record or beneficially by him, including the
shares acquired upon exercise of options, but not less than the number of such
shares that represent 60% of the value of all of such shares, and each of the
Stockholders shall be entitled to receive in exchange for those shares a
membership interest in the LLC in the proportion that the value of the shares
contributed by that Stockholder (based on the price paid for shares of that
class upon consummation of the Merger) bears to the total equity of the LLC.
3
(g) No Transfer of Shares or Inconsistent Arrangements. Except
as contemplated by this agreement or the Merger Agreement, none of the
Stockholders shall (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 the shares in the Company (or any options to acquire shares) held by
him of record or beneficially on the date of this agreement or hereafter
acquired by him, other than by operation of law (conversion of shares upon a
merger resulting from a Superior Proposal or exercise of options not being
considered a violation of this covenant), (ii) enter into any contract, option
or other agreement or understanding with respect to any transfer of any or all
of those shares (or options) or any interest therein, (iii) grant any proxy,
power-of-attorney or other authorization in or with respect to those shares,
(iv) deposit any of those shares into a voting trust or enter into a voting
agreement or arrangement with respect to any of those shares, or (v) take any
other action that would in any way restrict, limit or interfere with the
performance of the Stockholder's obligations under this agreement or with the
transactions contemplated by this agreement or the Merger Agreement. None of the
Stockholders shall request that the Company register the transfer (book-entry or
otherwise) of any certificate or uncertificated interest representing any of the
shares in the Company that he owns of record or beneficially, unless such
transfer is made in compliance with this agreement.
(h) Waiver of Appraisal Rights. Each of the Stockholders waives
any right of appraisal or right to dissent from the Merger.
(i) Further Assurances. Each of the Stockholders shall from time
to time, at VS&A's request and without further consideration, take such further
lawful action and execute and deliver such additional documents as may be
necessary or desirable to carry out the terms of this agreement and to
consummate, in the most expeditious manner practicable, the transactions
contemplated by this agreement and the Merger Agreement.
2. Authorization to Disclose. Each of the Stockholders authorizes VS&A,
the Company, and the LLC to publish and disclose in the documents relating to
the Merger, including the Proxy Statement (and all documents and schedules filed
with the SEC), his identity and ownership of the common stock, capital stock and
outstanding options of the Company and the nature of his commitments,
arrangements and understandings under this agreement.
3. Representations and Warranties of the Stockholder. Each of the
Stockholders represents and warrants to VS&A (as to himself) as follows:
(a) Power; Binding Agreement. The Stockholder has the full
right, power and authority to enter into and perform all of his obligations
under this agreement; the execution, delivery and performance of this agreement
by the Stockholder will not violate any other agreement to which the Stockholder
is a party or by which the Stockholder is bound (including, but not limited to,
any voting agreement, proxy arrangement, pledge agreement, shareholders
agreement or voting trust) or violate any order, writ, injunction, decree,
judgment, statute, rule or regulation applicable to the Stockholder or any of
his properties or assets; and this agreement has been duly and validly executed
and delivered by the Stockholder and constitutes a legal, valid and binding
obligation of the Stockholder, enforceable against the Stockholder in accordance
with its terms. There is no
4
beneficiary or holder of a voting trust certificate or other interest of any
trust of which the Stockholder is a trustee whose consent is required for the
execution and delivery of this agreement or the consummation by the Stockholder
of the transactions contemplated by this agreement.
(b) No Approvals. Except for filings under the Xxxx-Xxxxx-Xxxxxx
Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and any filings
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), no
filing with, and no permit, authorization, consent or approval of, any
governmental entity is required for the execution and delivery of this agreement
by the Stockholder and the consummation by the Stockholder of the transactions
contemplated by this agreement.
(c) Ownership of Shares. The Stockholder is the record and
beneficial owner of the number of Common and Class B shares of the Company and
options (whether or not presently exercisable) to purchase the number of Common
or Class B shares of the Company set forth opposite the Stockholder's name on
schedule 3(c) to this agreement, and those shares constitute all of the shares
of the Company's Common Stock and Class B Capital Stock owned of record or
beneficially by the Stockholder (or which the Stockholder is entitled to
purchase pursuant to the exercise of options). Except as set forth on schedule
3(c), subject to applicable securities laws and the terms of this agreement, the
Stockholder has sole voting power and sole power to issue instructions with
respect to the matters set forth in section 1 of this agreement, sole power of
disposition, sole power of conversion, sole power to demand appraisal rights,
and sole power to agree to all of the matters set forth in this agreement, in
each case with respect to all of the shares in the Company beneficially owned by
him, with no limitations, qualifications or restrictions on those rights.
(d) Title to Shares. Except as set forth on schedule 3(c), the
shares in the Company owned by the Stockholder of record or beneficially and all
options held by the Stockholder are now, and at all times prior to consummation
of the Merger will be, owned by the Stockholder, or by a nominee or custodian
for the benefit of the Stockholder, free and clear of all liens, claims and
encumbrances. All shares in the Company hereafter acquired by the Stockholder
upon exercise of options will at all times from the date of acquisition to the
date of consummation of the Merger be owned by the Stockholder, or by a nominee
or custodian for the benefit of the Stockholder, free and clear of any claims,
liens and encumbrances, except for the pledge of those shares as security for
the amount borrowed by the Stockholder to finance the purchase of those shares.
(e) Litigation. There is no litigation, proceeding or governmental
investigation pending or, to the best knowledge of the Stockholder, threatened,
or any order, injunction or decree outstanding, against the Company or the
Stockholder that would prevent or interfere with the consummation of the Merger
and the transactions contemplated by this agreement.
(f) No Finder's Fees. No broker, investment banker, or financial
advisor is entitled to any fee or commission in connection with the transactions
contemplated by this agreement based upon arrangements made by or on behalf of
the Stockholder.
5
4. Representations and Warranties of VS&A. VS&A represents and
warrants to each of the Stockholders as follows:
(a) Power; Binding Agreement. VS&A has the partnership power and
authority to enter into and perform all of its obligations under this agreement
and the execution, delivery and performance of this agreement by VS&A has been
duly authorized by all necessary partnership action; the execution, delivery and
performance of this agreement by VS&A will not violate any other agreement to
which VS&A is a party or by which VS&A is bound or violate any order, writ,
injunction, decree, judgment, statute, rule or regulation applicable to VS&A or
any of its properties or assets; and this agreement has been duly and validly
executed and delivered by VS&A and constitutes a legal, valid and binding
agreement of VS&A, enforceable against it in accordance with its terms.
(b) No Approvals. Except for filings under the HSR Act and the
Exchange Act that may be required in connection with the Merger Agreement, no
filing with, and no permit, authorization, consent or approval of, any
governmental entity is necessary for the execution of this agreement by VS&A and
the consummation by VS&A of the transactions contemplated by this agreement.
5. Term.
-----
This agreement shall continue in effect until the earliest of (a)
consummation of the Merger pursuant to the Merger Agreement, (b) August 31, 2000
and (c) if the Offer has not been submitted to the Company's board of directors
by such date, September 1, 1999. If, however, at any time prior to execution and
delivery of the Merger Agreement VS&A determines not to proceed with the
transactions contemplated by the Offer at the prices set forth in the Offer or
at higher prices (notice of which shall be given by VS&A to the Stockholders in
good faith promptly after that determination), or if after execution and
delivery of the Merger Agreement either party terminates the Merger Agreement
and the Stockholders have not materially breached any of their obligations under
Sections 1 and 3 of this agreement, this agreement shall thereupon terminate.
The termination of this agreement pursuant to this provision shall not relieve
any party of liability for any prior breach of its or his obligations under this
agreement.
6. Investment Banking Fee; Advisory Services.
------------------------------------------
(a) Upon the consummation of the Merger, the LLC shall pay to
Veronis, Suhler & Associates Inc. or its affiliate ("VS&A, Inc."), for
investment banking services rendered to the LLC in connection with the Merger,
an investment banking fee in an amount equal to 1% of the sum of (i) the
aggregate amount payable for the Company's shares of Common Stock and Class B
Capital Stock pursuant to the Merger Agreement (assuming for this purpose that
all shares of the Common Stock and Class B Capital Stock contributed to the LLC
had been converted to cash on the Merger at the respective prices set forth in
the Merger Agreement) and (ii) the aggregate amount of the Company's outstanding
debt immediately prior to the Merger.
6
(b) After consummation of the Merger, for so long as VS&A, Inc.
maintains a direct or indirect ownership interest in the Company, VS&A, Inc.
shall be retained by the Company to provide investment banking advisory services
for a fee at the rate of $200,000 a year; in addition, VS&A, Inc. shall be the
exclusive advisor to the Company with respect to acquisitions, divestitures,
private equity or debt issuances, mergers or consolidations or similar
transactions, or the sale of all or substantially all of the Company's assets,
whether in one or in a series of transactions or the sale of any material
assets, and VS&A, Inc. shall be entitled to its customary fees for services in
connection with each such transaction.
(c) The Stockholders shall have no personal obligation with respect
to the payment of fees to VS&A for the services described in this Section 6 or
to cause the Company to pay such fees.
7. Definitions.
------------
(a) Shares. Any reference in this agreement to the shares owned of
record or beneficially by a Stockholder shall be deemed to include shares
hereafter acquired by the Stockholder upon any stock dividend or distribution or
any change in the Company's Common Stock or Class B Capital Stock by reason of
any split-up, recapitalization, combination, exchange of shares or similar
corporate action or upon the exercise of any options.
(b) Beneficial Ownership. For the purpose of this agreement,
beneficial ownership with respect to any shares means beneficial ownership as
determined pursuant to Rule 13d-3 under the Exchange Act, including pursuant to
any agreement, arrangement or understanding, whether or not in writing.
8. Miscellaneous.
--------------
(a) Reliance by VS&A. Each of the Stockholders acknowledges that he
understands that, in making its proposal to the Company and undertaking the
related expense, VS&A is relying upon the execution and performance by the
Stockholders of their respective obligations under this agreement.
(b) Entire Agreement; No Oral Change. This agreement contains a
complete statement of all of the arrangements among the parties with respect to
its subject matter, supersedes all prior agreements and understandings, written
and oral, among the parties with respect to that subject matter, and cannot be
changed or terminated except by an agreement in writing signed by all parties.
(c) Binding Agreement. This agreement and the obligations under
this agreement shall attach to the shares owned of record and beneficially by
each of the Stockholders and shall be binding upon any person or entity to which
legal or beneficial ownership of those shares shall pass, whether by operation
of law or otherwise, including, but not limited to, each of the Stockholders'
guardians, heirs, executors, administrators or successors. The transferee of any
shares shall remain liable for the performance of all obligations of the
transferor under this agreement.
7
(d) Assignment. None of the parties may assign any of its or his
rights or delegate any of its or his duties under this agreement without the
prior written consent of the other parties.
(e) Notices. All notices and other communications hereunder shall
be in writing and shall be deemed given if delivered personally, telecopied
(which has been confirmed) or sent by an overnight courier service, such as
Federal Express, to the parties at the following addresses (or at such other
address for a party as shall be specified by like notice):
(i) if to VS&A, to:
VS&A Communications Partners III, L.P.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Att: Xxxxxxx X. Xxxxxxxxx
President and
Xxxxxxxx X. Xxxxxxx, Esq.,
General Counsel
with a copy to:
Proskauer Rose LLP
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Att: Xxxxxxx X. Xxxxxx, Esq.
(ii) if to the Stockholders, to:
Xxxxxx Xxxxxxx
000 Xxxx Xxxxxx Xxxx
Xxxxxxx Xxxxx, XX 00000
with a copy to:
Xxxxxx & Xxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Attn: L. Xxxxxx Xxxxx, Esq.
Xxxxx Xxxxxxxxx
0 Xxx Xxxxxx
Xxxxxxxxxxx, Xxx Xxxxxx 00000
Xxxx XxXxxxxxx
0000 Xxx Xxxxx Xxx
0
Xxxxxxxxxxx, Xxxxxxxx 00000
Xxxx Xxxxx
00 Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxx Xxxxxx 00000
Xxxxxxx Xxxxx
0000 Xxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
(f) Severability. Whenever possible, each provision or portion of
any provision of this agreement shall 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 shall be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision or portion of any provision had not been
contained in this agreement.
(g) Specific Performance. Each of the Stockholders acknowledges
that the Company's business is of a special, unique and extraordinary character,
and that any default in the performance of his obligations under this agreement
could not be adequately compensated for by damages. Accordingly, if a
Stockholder defaults in the performance of his obligations under this agreement,
VS&A shall be entitled, in addition to any other remedies that it may have, to
enforcement of this agreement by a decree of specific performance requiring the
Stockholder to fulfill those obligations, without the necessity of showing
actual damages and without any bond or other security being required.
(h) Remedies Cumulative. All rights, powers and remedies provided
under this agreement or otherwise available in respect of this agreement at law
or in equity shall be cumulative and not alternative, and the exercise of any
right, power or remedy by any party shall not preclude the simultaneous or later
exercise by that party of any other right, power or remedy.
(i) No Waiver. The failure of any party to exercise any right,
power or remedy provided under this agreement or otherwise available at law or
in equity, or to insist upon compliance by any other party with its obligations
under this agreement, and any custom or practice of the parties at variance with
the terms of this agreement, shall not constitute a waiver by that party of its
right to exercise any such right, power or remedy.
(j) No Third Party Beneficiaries. 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 to this agreement.
9
(k) Governing Law. This agreement shall be governed by and
construed in accordance with the laws of the State of Delaware applicable to
agreements made and to be performed in Delaware.
(l) Jurisdiction. The courts of the State of Delaware and the
United States District Court for the Southern District of New York shall have
jurisdiction over the parties with respect to any dispute or controversy among
them arising under or in connection with this agreement and, by execution and
delivery of this agreement, each of the parties to this agreement submits to the
jurisdiction of those courts, including, but not limited to, the in personam and
subject matter jurisdiction of those courts, waives any objection to such
jurisdiction on the grounds of venue or forum non conveniens, the absence of in
personam or subject matter jurisdiction and any similar grounds, consents to
service of process by mail (in accordance with section 8(e)) or any other manner
permitted by law, and irrevocably agrees to be bound by any judgment rendered
thereby in connection with this agreement. These consents to jurisdiction shall
not be deemed to confer rights on any person other than the parties to this
agreement.
(m) Headings. The headings in this agreement are for convenience of
reference only and are not intended to be part of or to affect the meaning or
interpretation of this agreement.
[END OF TEXT-SIGNATURE PAGES FOLLOW]
10
VS&A COMMUNICATIONS PARTNERS III, L.P.
By: VS&A Equities III, LLC, its general partner
By: /s/ Xxxxxxx X. Xxxxxxxxx
------------------------------------
Xxxxxxx X. Xxxxxxxxx, President and
Senior Managing Member
/s/ Xxxxxx Xxxxxxx
---------------------------------------
Xxxxxx Xxxxxxx
/s/ Xxxxx Xxxxxxxxx
---------------------------------------
Xxxxx Xxxxxxxxx
/s/ Xxxx XxXxxxxxx
---------------------------------------
Xxxx XxXxxxxxx
/s/ Xxxx Xxxxx
---------------------------------------
Xxxx Xxxxx
/s/ Xxxxxxx Xxxxx
---------------------------------------
Xxxxxxx Xxxxx
[Signature Page to Stockholders Agreement]
11
Schedule 3(c)
OPTION SHARES
-------------
Common Class B
Stockholder Stock Stock Common Class B
-----------------------------------------------------------------------
Xxxxxx 3,360 418,750* 240,995 212,500
Xxxxxxx
-----------------------------------------------------------------------
Xxxxx 13,718 ___ 115,875 75,000
Xxxxxxxxx
-----------------------------------------------------------------------
Xxxx XxXxxxxxx 10,570** ___ 100,000 ___
-----------------------------------------------------------------------
Xxxx Xxxxx 2,159 ___ 60,000 ___
-----------------------------------------------------------------------
Xxxxxxx Xxxxx 1,420 ___ 59,000 ___
-----------------------------------------------------------------------
* An aggregate of 387,500 shares of Class B Stock are pledged to the Company by
Xx. Xxxxxxx in connection with certain loans made by the Company to him.
** 3,414 shares of Common Stock are allocated to Xx. XxXxxxxxx'x account
pursuant to the provisions of the General Physics Corporation's Profit
Investment Plan.
See attached for total number of shares of common Stock and Class B Stock (on a
fully-diluted basis) held by each Stockholder.
12
