EXHIBIT 99.2
VOTING AGREEMENT
This Voting Agreement is dated as of February 28, 2000, between ReliaStar
Financial Corp., a Delaware corporation ("Buyer"), and the stockholder named on
the signature page hereof (the "Stockholder") of Lexington Global Asset
Managers, Inc., a Delaware corporation ("Lexington").
Recitals
Buyer, Pilgrim Holdings Corporation, a wholly owned subsidiary of Buyer ("Merger
Sub"), and Lexington are entering into an Agreement and Plan of Merger dated as
of the date hereof (the "Merger Agreement"), pursuant to which Lexington shall
merge with and into Merger Sub (as set forth in the Merger Agreement) and the
existing stockholders of Lexington shall exchange their shares of capital stock
of Lexington for Common Stock of Buyer and/or cash.
The Stockholder is a significant stockholder of Lexington.
The execution and delivery of this Agreement is a condition precedent to Buyer
and Merger Sub consummating the Merger Agreement.
Agreement
Now, therefore, the parties hereby agree as follows:
Voting Proxy.
At each meeting of Lexington's stockholders convened to consider and vote upon
the adoption of the Merger Agreement and the merger contemplated thereby (the
"Merger"), the Stockholder shall vote all shares of Common Stock of Lexington
owned of record by him at the record date for the vote (including, except for
any shares for which the Stockholder's sole voting power results from his having
been named as proxy pursuant to the proxy solicitation conducted by Lexington in
connection with the meeting, any shares of Lexington Common Stock over which the
Stockholder has voting power, by contract or otherwise and excluding any shares
which Stockholder owns of record but does not have voting power) in favor of the
approval and adoption of the Merger Agreement and the Merger.
Notwithstanding anything to the contrary herein, Stockholder shall not be
obligated to vote, and Stockholders irrevocable proxy in the form of Annex A
shall not be deemed to give authority to vote, in favor of the Merger in the
event that any of the terms and conditions of the Merger Agreement are amended
or modified in any respect that has a material adverse effect on the rights or
remedies of such Stockholder.
Concurrently herewith, the Stockholder has executed and delivered to Buyer an
irrevocable proxy in the form of Annex A.
No Solicitation.
The Stockholder may not, directly or indirectly, take any action to seek,
initiate, or solicit any offer from any person, entity, or group regarding an
Acquisition Proposal.
No Transfer. The Stockholder may not sell, pledge, assign, or otherwise
transfer, or authorize, propose, or agree to the sale, pledge, assignment, or
other transfer of, any of his shares of Lexington Common Stock. Notwithstanding
the preceding sentence, the Stockholder may sell, pledge, assign, or otherwise
transfer any of his shares of Lexington Common Stock, if (1) at least five
business days' written notice thereof (stating the identity of the intended
recipient and the number of shares Lexington Common Stock subject thereto) is
provided to Buyer, and (2) the intended transferee agrees in writing to be bound
by this Agreement.
Representations and Warranties. The Stockholder represents and warrants to Buyer
and Merger Sub as follows:
Authority. He has the requisite power and authority to enter into this
Agreement, to perform his obligations hereunder, and to consummate the
transactions contemplated hereby. This Agreement has been duly executed and
delivered by the Stockholder and constitutes his valid and binding obligation,
enforceable in accordance with its terms, except as the enforceability hereof
may be limited by bankruptcy, insolvency, moratorium, reorganization or similar
laws affecting the enforcement of creditors' rights generally, and except for
judicial limitations on the enforcement of the remedy of specific performance
and other equitable remedies.
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Title; Authority to Vote Shares. The Stockholder owns of record and has voting
power over the number of shares of Lexington Common Stock as set forth with
respect to him in the stock transfer books of Lexington.
Noncontravention. To the knowledge of Stockholder, neither the execution and
delivery of this Agreement, nor the consummation of any of the transactions
contemplated hereby, nor compliance with any of the provisions hereof by the
Stockholder, will violate, conflict with, or result in a breach of, or
constitute a default (or an event that, with notice or lapse of time or both,
would constitute a default) under any agreement or instrument to which he is a
party or any statute, rule, regulation, judgment, order, decree, or other legal
requirement applicable to the Stockholder.
Litigation. There is no claim, action, proceeding, or investigation pending or,
to the knowledge of the Stockholder, threatened against or relating to the
Stockholder before any court or governmental or regulatory authority or body
(including the National Association of Securities Dealers, Inc.) and the
Stockholder is not subject to any outstanding order, writ, injunction, or decree
that, if determined adversely, would prohibit the Stockholder from performing
his obligations hereunder.
Section 7. Termination. This Agreement shall terminate upon the earlier of
(i) the mutual agreement of the parties hereto or (ii) without further action of
either party hereto, upon termination of the Merger Agreement. In the event of a
termination of this Agreement pursuant to this Section 7, this Agreement shall
forthwith become void and there shall be no liability or obligation on the part
of any party; provided, however, that nothing herein shall release any party
from any liability for any breach of this Agreement. If this Agreement
terminates, the proxy of the Stockholder delivered under Section 1(b) shall also
terminate and be of no further force or effect, and Buyer shall promptly return
the proxy to the Stockholder.
Section 8. Miscellaneous.
Notices. All notices and other communications hereunder shall be in writing and
shall be deemed given if delivered in person or by messenger, cable, telegram,
facsimile transmission, or by a reputable overnight delivery service that
provides for evidence or receipt, to the parties as follows (or at such other
address as a party may specify by like notice);
If to the Stockholder to the address on the signature page of this Agreement.
If to the Buyer:
ReliaStar Financial Corp.
00 Xxxxxxxxxx Xxxxxx Xxxxx
Xxxxxxxxxxx, XX 00000
Interpretation. The headings contained in this Agreement are for reference
purposes only and do not affect the interpretation of this Agreement.
Counterparts. This Agreement may be executed in one or more counterparts, all of
which shall be considered the same agreement.
Entire Agreement. This Agreement (including the documents and instruments
referred to herein, and the Merger Agreement), constitutes the entire agreement
and supersedes all prior and contemporaneous agreements and understandings, both
written and oral, between the parties with respect to the Subject matter hereof.
Severability. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other
provisions of this Agreement. Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable law.
Governing Law. This Agreement shall be governed by Delaware law, without regard
to the principles of conflicts of law.
Assignment. Neither this Agreement nor any of the rights, interest, or
obligations hereunder may be assigned by any party, whether by operation of law
or otherwise, without the express written consent of the other party, other than
upon a transfer of Lexington Common Stock as provided under Section 3 hereof.
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, heirs, legal representatives, and permitted assigns. The
representations, agreements and obligations of the Stockholder contained herein
shall survive the death or incapacity of the Stockholder and shall be binding
upon the heirs, personal representatives, successors, and assigns of the
Stockholder.
Remedies. In addition to all other remedies available, the parties agree that,
in the event of a breach by a party of an of its obligations hereunder, the
non-breaching party shall be entitled to specific performance or injunctive
relief.
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Defined Terms. All capitalized terms used but not defined herein have the
meanings given them in the Merger Agreement.
IN WITNESS WHEREOF, each of the parties have signed this Agreement as of the
date first above written.
BUYER STOCKHOLDER
ReliaStar Financial Corp.
By_____________________________ __________________________________________
[Signature]
_______________________________ on behalf of himself/herself individually
Title and as Trustee on behalf of the trusts
listed on Exhibit A.
__________________________________________
Print Name
Address: c/o Piedmont Financial Co.
X.X. Xxx 00000
Xxxxxxxxxx, XX 00000
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Annex A
IRREVOCABLE PROXY
The undersigned, revoking any proxy heretofore given, hereby constitutes and
appoints ____________________ and ____________________ , and each of them, the
true and lawful attorney, with full power of substitution, for and in the name
of the undersigned to vote any and all shares of Common Stock of Lexington
Global Asset Managers, Inc., a Delaware corporation (the "Company"), or other
shares of capital stock of the Company entitled to vote on the business to be
transacted, (1)registered in the name of the undersigned at the record date for
such vote, except for shares which Stockholder owns of record but does not have
voting power, or (2) except as set forth below, over which the undersigned has
voting power by power of attorney or other contractual arrangements with owner
of record, at any meeting of the stockholders of the Company, and at all
adjournments thereof, and pursuant to any consent of the stockholders in lieu of
a meeting or otherwise.
This Proxy is given only with respect to the approval of, and any other matters
related to or in connection with, (a) the merger and other transactions
contemplated by the Agreement and Plan of Merger among ReliaStar Financial
Corp., a Delaware corporation ("Buyer"), Pilgrim Holdings Corporation, a
Delaware corporation, and the Company dated February 28, 2000 (the "Merger
Agreement") and (b) the Merger Agreement. This Proxy is given to induce Buyer to
enter into the Agreement, is coupled with an interest, and is irrevocable.
Notwithstanding clause (2) of the first paragraph above, this Proxy shall not
include any shares of capital stock of the Company that are not subject to
clause (1) of the first paragraph above for which the undersigned's only voting
power results from him having been named as proxy pursuant to the proxy
solicitation conducted by the Company's Board of Directors in connection with a
special or annual meeting of the stockholders of the Company to be held to
consider the Agreement and over which the undersigned does not otherwise have
voting power with respect thereto.
The undersigned hereby ratifies and confirms all that the proxies named herein
may lawfully do or cause to be done by virtue hereof. This Proxy shall terminate
as provided in Section 7 of the Voting Agreement.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of this ___ day
of ________, 2000.
______________________________
[Signature]
on behalf of himself/herself individually and as Trustee on behalf of the trusts
listed on Exhibit A.
______________________________
Print Name
Address: c/o Piedmont Financial Co.
X.X. Xxx 00000
Xxxxxxxxxx, XX 00000
