1
EXHIBIT 99.(c)(2)
STOCKHOLDERS AGREEMENT
THIS STOCKHOLDERS AGREEMENT, dated as of April 10, 1997, is
made and entered into by Xxxxxxxx Corporation, a Delaware corporation
("Parent"), HC Acquisition Corp., a Delaware corporation and a direct
wholly-owned subsidiary of Parent ("Sub"), and Golder, Thoma, Xxxxxxx Fund III
Limited Partnership (the "Stockholder").
W I T N E S S E T H:
WHEREAS, concurrently herewith, Parent, Sub and ERO, Inc., a
Delaware corporation (the "Company"), are entering into an Agreement and Plan
of Merger (as such agreement may hereafter be amended from time to time, the
"Merger Agreement"; capitalized terms used and not defined herein have the
respective meanings ascribed to them in the Merger Agreement), pursuant to
which Sub will be merged with and into the Company (the "Merger");
WHEREAS, in furtherance of the Merger, Parent and the Company
desire that, as soon as practicable (and not later than five business days)
after the execution and delivery of the Merger Agreement, Sub commence a cash
tender offer to purchase any and all outstanding shares of Company Common Stock
(as defined in Section 1), including all of the Shares (as defined in Section
2) owned beneficially by the Stockholder; and
WHEREAS, as an inducement and a condition to entering into the
Merger Agreement, Parent has required that the Stockholder agree, and the
Stockholder has agreed, to enter into this Agreement;
NOW, THEREFORE, in consideration of the foregoing and the
representations, warranties, covenants and agreements contained herein, the
parties hereto, intending to be legally bound, hereby agree as follows:
1. Definitions. For purposes of this Agreement:
(a) "Beneficially Own" or "Beneficial Ownership" with
respect to any securities shall mean having "beneficial ownership" of such
securities (as determined pursuant to Rule 13d-3 under the Securities Exchange
Act of 1934, as amended (the "Exchange Act")), including pursuant to any
agreement, arrangement or understanding, whether or not in writing. Without
duplicative counting of the same securities by the same holder, securities
Beneficially Owned by a Person shall include securities Beneficially Owned by
all other Persons with whom such
2
Person would constitute a "group" as within the meanings of Section 13(d)(3) of
the Exchange Act.
(b) "Company Common Stock" shall mean at any time the
common stock, $.01 par value, of the Company.
(c) "Person" shall mean an individual, corporation,
partnership, joint venture, association, trust, unincorporated organization or
other entity.
2. Tender of Shares.
(a) The Stockholder hereby agrees to validly tender (and
not to withdraw) pursuant to and in accordance with the terms of the Offer, not
later than the fifth business day after commencement of the Offer pursuant to
Section 1.1 of the Merger Agreement and Rule 14d-2 under the Exchange Act, the
number of shares of Company Common Stock set forth opposite the Stockholder's
name on Schedule I hereto (the "Existing Shares", and together with any shares
of Company Common Stock acquired by the Stockholder after the date hereof and
prior to the termination of this Agreement whether upon the exercise of
options, warrants or rights, the conversion or exchange of convertible or
exchangeable securities, or by means of purchase, dividend, distribution or
otherwise, the "Shares"), Beneficially Owned by him or it. The Stockholder
shall satisfy its obligations hereunder to the extent that it tenders or causes
to be tendered Shares which it Beneficially Owns and over which it has the
legal and unconditional right to dispose of. The Stockholder hereby
acknowledges and agrees that Sub's obligation to accept for payment and pay for
Shares in the Offer, including the Shares Beneficially Owned by the
Stockholder, is subject to the terms and conditions of the Offer.
(b) The Stockholder hereby agrees to permit Parent and
Sub to publish and disclose in the Offer Documents and, if Company Stockholder
Approval is required under applicable law, the Proxy Statement (including all
documents and schedules filed with the SEC) his or its identity and ownership
of Company Common Stock and the nature of his or its commitments, arrangements
and understandings under this Agreement.
3. Provisions Concerning Company Common Stock.
(a) The Stockholder hereby agrees that during the period
commencing on the date hereof and continuing until the first to occur of the
Effective Time, the termination of this Agreement or termination of the Merger
Agreement in accordance with its terms, at any meeting of the holders of
Company Common Stock, however called, the Stockholder shall vote (or cause to
be
2
3
voted) the Shares held of record or Beneficially Owned by the Stockholder,
whether issued, heretofore owned or hereafter acquired, (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; (ii) against any action or agreement that would result in a
breach in any respect of any covenant, representation or warranty or any other
obligation or agreement of the Company under the Merger Agreement or this
Agreement; and (iii) except as otherwise agreed to in writing in advance by
Parent, against the following actions (other than the Merger and the
transactions contemplated by the Merger Agreement): (A) any extraordinary
corporate transaction, such as a merger, consolidation or other business
combination involving the Company or its Subsidiaries; (B) a sale, lease or
transfer of a material amount of assets of the Company or its Subsidiaries, or
a reorganization, recapitalization, dissolution or liquidation of the Company
or its Subsidiaries; (C) (1) any change in a majority of the persons who
constitute the board of directors of the Company; (2) any change in the present
capitalization of the Company or any amendment of the Company's Certificate of
Incorporation or Bylaws; (3) any other material change in the Company's
corporate structure or business; or (4) any other action which, in the case of
each of the matters referred to in clauses C (1), (2), (3) or (4), is intended,
or could reasonably be expected, to impede, interfere with, delay, postpone, or
materially adversely affect the Merger and the transactions contemplated by
this Agreement and the Merger Agreement, and during such period the Stockholder
shall not enter into any agreement or understanding with any person or entity
the effect of which would be inconsistent or violative of the provisions and
agreements contained in this Section 3.
(b) The Stockholder hereby grants to Parent a proxy to
vote the Shares of the Stockholder as indicated in Section 3(a). The
Stockholder intends such proxy to be irrevocable and coupled with an interest
and will take such further action or execute such other instruments as may be
necessary to effectuate the intent of this proxy and hereby revokes any proxy
previously granted by the Stockholder with respect to such Shares.
4. Other Covenants, Representations and Warranties.
(A) The Stockholder hereby represents and warrants to Parent as follows:
(a) Ownership of Shares. The Stockholder is either (i)
the record and Beneficial Owner of, or (ii) the Beneficial Owner but not the
record holder of, the number of Shares set forth opposite the Stockholder's
name on Schedule I hereto. On
3
4
the date hereof, except for such Shares that may be deemed to be Beneficially
Owned by the Stockholder as a result of that certain Voting Agreement, dated as
of July 15, 1988, by and among the Company, the Stockholder and the other
parties thereto, as amended, the Existing Shares set forth opposite the
Stockholder's name on Schedule I hereto constitute all of the Shares owned of
record or Beneficially Owned by the Stockholder. The Stockholder has sole
voting power and sole power to issue instructions with respect to the matters
set forth in Sections 2 and 3 hereof, 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 Existing Shares set forth opposite the Stockholder's name on
Schedule I hereto, with no material limitations, qualifications or restrictions
on such rights, subject to applicable securities laws and the terms of this
Agreement.
(b) Power; Binding Agreement. The Stockholder has the
legal capacity, power and authority to enter into and perform all of the
Stockholder's 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 including, without limitation,
any voting agreement, stockholders agreement or voting trust. This Agreement
has been duly and validly executed and delivered by the Stockholder and
constitutes a valid and binding agreement of the Stockholder, enforceable
against the Stockholder in accordance with its terms. There is no beneficiary
or holder of a voting trust certificate or other interest of any trust of which
the Stockholder is trustee whose consent is required for the execution and
delivery of this Agreement or the consummation by the Stockholder of the
transactions contemplated hereby.
(c) No Conflicts. Except for filings under the HSR Act,
if applicable, and the filings required under the Merger Agreement (A) no filing
with, and no permit, authorization, consent or approval of, any state or
federal public body or authority is necessary for the execution of this
Agreement by the Stockholder and the consummation by the Stockholder of the
transactions contemplated hereby, except where the failure to obtain such
consent, permit, authorization, approval or filing would not interfere with the
Stockholder's ability to perform its obligations hereunder, and (B) none of the
execution and delivery of this Agreement by the Stockholder, the consummation
by the Stockholder of the transactions contemplated hereby or compliance by the
Stockholder with any of the provisions hereof shall (1) conflict with or result
in any breach of any applicable organizational documents applicable to the
Stockholder, (2) result in a violation or breach of, or constitute (with or
without notice or lapse of time or both) a default (or give rise
4
5
to any third party right of termination, cancellation, material modification or
acceleration) under any of the terms, conditions or provisions of any note,
bond, mortgage, indenture, license, contract, commitment, arrangement,
understanding, agreement or other instrument or obligation of any kind to which
the Stockholder is a party or by which such Stockholder or any of the
Stockholder's properties or assets may be bound, or (3) violate any order,
writ, injunction, decree, judgment, order, statute, rule or regulation
applicable to the Stockholder or any of the Stockholder's properties or assets,
in each such case except to the extent that any conflict, breach, default or
violation would not interfere with the ability of the Stockholder to perform
its obligations hereunder.
(d) No Encumbrances. Except as required by Section 2 and
for the proxy granted under Section 3(b), the Stockholder's Shares and the
certificates representing such Shares are now, and at all times during the term
hereof will be, held by the Stockholder, or by a nominee or custodian for the
benefit of the Stockholder, free and clear of all liens, claims, security
interests, proxies, voting trusts or agreements, understandings or arrangements
or any other encumbrances whatsoever.
(e) No Solicitation. The Stockholder shall, in its
capacity as such, comply with the terms of Section 5.1(e) of the Merger
Agreement.
(f) Restriction on Transfer, Proxies and
Non-Interference. Except as required by Section 2 or Section 3(b), at any time
during the period beginning on the date hereof and ending upon the earlier to
occur of the Effective Time or the termination of this Agreement, the
Stockholder shall not, directly or indirectly: (i) offer for sale, sell,
transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter
into any contract, option or other arrangement or understanding with respect to
or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance,
assignment or other disposition of, any or all of the Stockholder's Shares or
any interest therein; (ii) grant any proxies or powers of attorney, deposit any
Shares into a voting trust or enter into a voting agreement with respect to any
Shares; or (iii) take any action that could reasonably be expected to have the
effect of preventing or disabling the Stockholder from performing the
Stockholder's obligations under this Agreement.
(g) Waiver of Appraisal Rights. The Stockholder hereby
waives any rights of appraisal or rights to dissent from the Merger that the
Stockholder may have.
5
6
(h) Reliance by Parent. The Stockholder understands and
acknowledges that Parent is entering into, and causing Sub to enter into, the
Merger Agreement in reliance upon the Stockholder's execution and delivery of
this Agreement.
(i) 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 action
as may be necessary or desirable to consummate and make effective, in the most
expeditious manner practicable, the transactions contemplated by this
Agreement.
(B) Parent and Sub hereby represent and warrant to Stockholder
as follows:
(a) Power; Binding Agreement. Each of Parent and Sub has
the legal capacity, power and authority to enter into and perform all of its
obligations under this Agreement and the Merger Agreement. The execution,
delivery and performance of this Agreement and the Merger Agreement by Parent
and Sub will not violate any other agreement to which Parent or Sub is a party.
This Agreement and the Merger Agreement has been duly and validly executed and
delivered by each of Parent and Sub and constitutes a valid and binding
agreement of Parent and Sub enforceable against each of them in accordance with
its terms.
(b) No Conflicts. Except for filings under the HSR Act,
if applicable, and the filings required under the Merger Areement (A) no filing
with, and no permit, authorization, consent or approval of, any state or
federal public body or authority is necessary for the execution of this
Agreement and the Merger Agreement by Parent or Sub and the consummation by
Parent or Sub of the transactions contemplated hereby, except where the failure
to obtain such consent, permit, authorization, approval or filing would not
interfere with Parent or Sub's ability to perform its obligations hereunder,
and (B) none of the execution and delivery of this Agreement and the Merger
Agreement by Parent or Sub, the consummation by Parent or Sub of the
transactions contemplated hereby or compliance by Parent or Sub with any of the
provisions hereof shall (1) conflict with or result in any breach of any
applicable organizational documents applicable to Parent or Sub, (2) result in
a violation or breach of, or constitute (with or without notice or lapse of
time or both) a default (or give rise to any third party right of termination,
cancellation, material modification or acceleration) under any of the terms,
conditions or provisions of any note, bond, mortgage, indenture, license,
contract, commitment, arrangement, understanding, agreement or other instrument
or obligation of any kind to which Parent or Sub is a party or by which Parent
or Sub or any of Parent's or Sub's properties or
6
7
assets may be bound, or (3) violate any order, writ, injunction, decree,
judgment, order, statute, rule or regulation applicable to Parent or Sub or any
of its properties or assets, in each such case except to the extent that any
conflict, breach, default or violation would not interfere with the ability of
Parent or Sub to perform its obligations hereunder.
(c) Financing. Parent and Sub have delivered to the
Company a true and complete copy of (i) a letter of commitment obtained by
Parent from Credit Suisse First Boston to provide debt financing for the
transactions contemplated hereby pursuant to a senior credit facility; (ii) a
letter of commitment obtained by Parent from Credit Suisse First Boston with
respect to senior subordinated debt financing for the transactions contemplated
hereby pursuant to the sale by Parent of senior subordinated notes; (iii) a
letter of commitment obtained by Xxxxxxxx Holdings, Inc., the sole stockholder
of Parent ("Holdings"), from Credit Suisse First Boston with respect to senior
debt financing for the transactions contemplated hereby pursuant to the sale by
Holdings of senior notes; and (iv) from Xxxxx Muse Equity Fund II, L.P. to
provide certain equity financing pursuant to the sale by Holdings of shares of
its common stock (collectively, the "Financing Commitments"). Assuming that the
financing contemplated by the Financing Commitments is consummated in
accordance with the terms thereof, the funds to be borrowed and/or provided
thereunder by Parent and Holdings will provide sufficient funds to pay the
Offer Consideration, the Merger Consideration and all related fees and
expenses. As of the date of this Agreement, Parent is not aware of any facts
or circumstances that create a reasonable basis for Parent to believe that
Parent and Holdings will not be able to obtain financing in accordance with the
terms of the Financing Commitments.
5. Stop Transfer. The Stockholder agrees with, and
covenants to, Parent that, except with respect to the tender of the
Stockholder's Shares into the Offer, the Stockholder shall not request that the
Company register the transfer (book-entry or otherwise) of any certificate or
uncertificated interest representing any of the Stockholder's Shares, unless
such transfer is made in compliance with this Agreement (including the
provisions of Section 2 hereof). In the event of a stock dividend or
distribution, or any change in the Company Common Stock by reason of any stock
dividend, split-up, recapitalization, combination, exchange of shares or the
like, the term "Shares" shall be deemed to 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.
7
8
6. Termination. Except as otherwise provided herein,
the covenants and agreements contained herein with respect to the Shares shall
terminate upon the termination of the Merger Agreement in accordance with its
terms by Parent or the Company. Notwithstanding anything contained herein to
the contrary, the Stockholder shall have the absolute right, exercisable in its
sole discretion, to terminate this Agreement if the Merger Agreement is amended
in any respect in a manner that is adverse to the Stockholder or if the Offer
is terminated, withdrawn, abandoned, expires or is modified in any manner that
is adverse to the Stockholder.
7. Stockholder Capacity. No person executing this
Agreement who is or becomes during the term hereof a director of the Company
makes any agreement or understanding herein in his or her capacity as such
director. The Stockholder signs solely in his or her capacity as the record
and beneficial owner of, or the trustee of a trust whose beneficiaries are the
beneficial owners of, the Stockholder's Shares.
8. Confidentiality. The Stockholder recognizes that
successful consummation of the transactions contemplated by this Agreement may
be dependent upon confidentiality with respect to the matters referred to
herein. In this connection, pending public disclosure thereof, the Stockholder
hereby agrees not to disclose or discuss such matters with anyone not a party
to this Agreement (other than the Stockholder's counsel and advisors, if any)
without the prior written consent of Parent, except for filings required
pursuant to the Exchange Act and the rules and regulations thereunder or
disclosures the Stockholder's counsel advises are necessary in order to fulfill
the Stockholder's obligations imposed by law, in which event the Stockholder
shall give notice of such disclosure to Parent as promptly as practicable so as
to enable Parent to seek a protective order from a court of competent
jurisdiction with respect thereto.
9. Miscellaneous.
(a) Entire Agreement. This Agreement and the Merger
Agreement constitute 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) Certain Events. The Stockholder agrees that this
Agreement and the obligations hereunder shall attach to the Stockholder's
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, the Stockholder's heirs, guardians,
8
9
administrators or successors. Notwithstanding any transfer of Shares, the
transferor shall remain liable for the performance of all obligations under
this Agreement of the transferor.
(c) Assignment. This Agreement shall not be assigned by
operation of law or otherwise without the prior written consent of the other
party, 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; provided that Schedule I hereto may be supplemented by Parent
by adding the name and other relevant information concerning any stockholder of
the Company who agrees to be bound by the terms of this Agreement without the
agreement of any other party hereto, and thereafter such added stockholder
shall be treated as a "Stockholder" for all purposes of this Agreement.
(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 so given) by hand delivery,
telegram, telex or telecopy, or by mail (registered or certified mail, postage
prepaid, return receipt requested) 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 Stockholder: At the addresses set forth on Schedule I
hereto
If to Parent: Xxxxxxxx Corporation
000 Xxxxxxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Telecopy: (000) 000-0000
Attn: Xxxxx Xxxxxxx
copies to: Hicks, Muse, Xxxx & Xxxxx Incorporated
000 Xxxxxxxx Xxxxx
Xxxxx 0000
Xxxxxx, Xxxxx 00000
Telecopy: (000) 000-0000
Attention: Xxxxxxxx X. Xxxxxx, Xx.
9
10
Hicks, Muse, Xxxx & Xxxxx Incorporated
1325 Avenue of the Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopy: (000) 000-0000
Attn: Xxxx X. Xxxxxx
Weil, Gotshal & Xxxxxx
000 Xxxxxxxx Xxxxx
Xxxxx 0000
Xxxxxx, Xxxxx 00000
Telecopy: (000) 000-0000
Attention: Xxxxx X. Xxxx
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 each of the parties hereto agrees that 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, and the exercise of any
thereof by any party shall not preclude the simultaneous or later exercise of
any other such right, power or remedy by such party.
10
11
(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. 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) Governing Law. This Agreement shall be governed and
construed in accordance with the laws of the State of Delaware, without giving
effect to the principles of conflicts of law thereof.
(l) Jurisdiction. Each party hereby irrevocably submits
to the exclusive jurisdiction of the Court of Chancery in the State of Delaware
in any action, suit or proceeding arising in connection with this Agreement,
and agrees that any such action, suit or proceeding shall be brought only in
such court (and waives any objection based on forum non conveniens or any other
objection to venue therein); provided, however, that such consent to
jurisdiction is solely for the purpose referred to in this paragraph (l) and
shall not be deemed to be a general submission to the jurisdiction of said
Court or in the State of Delaware other than for such purposes. Each party
hereto hereby waives any right to a trial by jury in connection with any such
action, suit or proceeding.
(m) 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.
(n) 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.
(o) Nonsurvival of Representations and Warranties. None
of the representations and warranties in this Agreement shall survive the
acceptance for payment of, and the payment for the Shares by Sub in the Offer
or the expiration of the Offer.
11
12
IN WITNESS WHEREOF, Parent and the Stockholder have caused
this Agreement to be duly executed as of the day and year first above written.
XXXXXXXX CORPORATION
By: /s/ XXXXXX X. XXXXX
------------------------------
Xxxxxx X. Xxxxx,
Vice President
HC ACQUISITION CORP.
BY: /s/ XXXXXX X. XXXXX
--------------------------------
Xxxxxx X. Xxxxx,
Vice President
STOCKHOLDER:
GOLDER, THOMA, XXXXXXX FUND III
LIMITED PARTNERSHIP
By: GOLDER, THOMA, XXXXXXX &
XXXXXX, X.X., its General
Partner
By: /s/ ILLEGIBLE
------------------------
Name:
Title: General Partner
AGREED TO AND ACKNOWLEDGED
(with respect to Section 5):
ERO, INC.
By: /s/ X. X. Xxxx
------------------------
Name:
Title:
12
13
SCHEDULE 1 TO
STOCKHOLDERS AGREEMENT
Name and Address of Stockholder Number of Shares Owned
------------------------------- ----------------------
1. Golder, Thoma, Xxxxxxx 3,940,000
Fund III Limited Partnership
c/o Golder, Thoma, Cressey, Rauner, Inc.
0000 Xxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
with a copy to:
Xxxxxxxx & Xxxxx
000 Xxxx Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: H. Xxxx xxx Xxxxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
13
