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SHAREHOLDERS AGREEMENT
THIS SHAREHOLDERS AGREEMENT (the "Agreement") is made and
entered into as of the 21st day of January, 2001, by and among each of the
shareholders of the Company (as defined below) listed on Exhibit A attached
hereto (each a "Shareholder" and collectively, the "Shareholders") and SCA
Packaging USA, Inc., a Pennsylvania corporation and indirect wholly owned
subsidiary of SCA Packaging's (as defined below) ultimate parent company ("SCA
Acquisition").
WHEREAS, SCA Acquisition, SCA Packaging International B.V., a
company organized under the laws of the kingdom of the Netherlands ("SCA
Packaging"), and Tuscarora Incorporated, a Pennsylvania corporation (the
"Company"), have entered into an Agreement and Plan of Merger, dated as of
January 21, 2001 (the "Merger Agreement"), which provides for, among other
things, the merger of SCA Acquisition with and into the Company (the "Merger")
and the conversion of the issued and outstanding shares of the common stock of
the Company ("Company Common Shares") into the right to receive $21.50 per share
in cash, upon the terms and subject to the conditions set forth in the Merger
Agreement;
WHEREAS, the Merger Agreement contemplates that there will be
a vote of the shareholders of the Company on a proposal (or proposals, if to be
voted on separately rather than jointly) (the "Merger Proposal") to approve the
Merger and to amend the Company's Articles of Incorporation (the "Articles
Amendment") to opt out of Subchapter E of Chapter 25 of the Pennsylvania
Business Corporation Law of 1988, as amended ("PBCL");
WHEREAS, the Shareholders are the owners of the number of
shares of Company Common Shares and have rights by option or otherwise to
acquire the number of additional shares of Company Common Shares set forth
opposite each such Shareholder's name on Exhibit A attached hereto
(collectively, the "Shares"); and
WHEREAS, in order to induce SCA Packaging and SCA Acquisition
to enter into the Merger Agreement, the Shareholders are entering into this
Agreement with SCA Acquisition to set forth certain terms and conditions
governing the actions to be taken by the Shareholders solely in their capacity
as shareholders of the Company with respect to the Shares for the periods
specified herein.
NOW, THEREFORE, in consideration of the transactions
contemplated by the Merger Agreement and the mutual promises and covenants
contained herein, the parties agree as follows:
ARTICLE I
VOTING AND GRANT OF PROXY
Section 1.1. (a) Each Shareholder agrees severally (and not jointly)
to, and will, vote (or cause to be voted) all of the Shares over which such
Shareholder now or hereafter has voting authority (other than in a fiduciary
capacity pursuant to the Company's pension plan) in favor of the Merger Proposal
at any meeting of shareholders of the Company called to vote on the Merger
Proposal or any adjournment thereof or in any other circumstance upon which a
vote, consent, or other approval with respect to the Merger Proposal is sought.
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(b) Except as otherwise provided in this Agreement, at any
meeting of shareholders of the Company or at any adjournment thereof or any
other circumstances upon which their vote, consent, or other approval is sought,
each Shareholder severally (and not jointly) will vote (or cause to be voted)
all of the Shares over which such Shareholder now or hereafter has voting
authority (other than in a fiduciary capacity pursuant to the Company's pension
plan) against (i) any merger agreement, share exchange, or merger (other than
the Merger Proposal), consolidation, combination, sale of substantial assets,
issuance of Company Common Shares or any other equity security of the Company
(or a security convertible into an equity security of the Company),
reorganization, recapitalization, dissolution, liquidation, or winding-up of or
by the Company or any similar transaction, or (ii) any amendment of the
Company's Restated Articles of Incorporation (other than the Articles Amendment)
or Bylaws or other proposal or transaction that would in any manner impede,
frustrate, delay, prevent, or nullify the Merger, the Merger Agreement, or any
of the other transactions contemplated thereby.
Section 1.2. Each Shareholder severally (and not jointly) hereby grants
to SCA Acquisition (or any nominee of SCA Acquisition), with full right of
substitution and re-substitution, an irrevocable proxy to (a) vote for and in
the Shareholder's name, place and stead the Shares over which the Shareholder
now or hereafter has voting authority (other than in a fiduciary capacity
pursuant to the Company's pension plan) at any meeting of the shareholders of
the Company or any adjournments or postponements thereof or pursuant to any
consent in lieu of a meeting, or otherwise, with respect only to the approval of
the Merger Agreement, the Merger Proposal, the transactions contemplated by the
Merger Agreement, any matters related to or in connection with the Merger and
any corporate action, the consummation of which would impede, frustrate, delay,
prevent or nullify the Merger, the Merger Agreement or any of the other
transactions contemplated by the Merger Agreement (including, without
limitation, any proposal to amend the Restated Articles of Incorporation (other
than the Articles Amendment) or By-laws of the Company or approve any merger
agreement, share exchange, or merger, consolidation, combination, sale of
substantial assets, issuance of Company Common Shares or any other equity
security of the Company (or a security convertible into an equity security of
the Company), reorganization, recapitalization, dissolution, liquidation or
winding up of or by the Company or any similar transaction) and (b) execute one
or more consents or other instruments from time to time in order to take such
actions informally without notice of a meeting of the shareholders of the
Company. This proxy shall be effective until the covenants and obligations set
forth in this Section 1.2 expire and are of no further force or effect pursuant
to Section 6.4 hereof. Each of the Shareholders severally (and not jointly)
represents and warrants to SCA Acquisition that this proxy is coupled with an
interest and is irrevocable. Notwithstanding the foregoing, the proxy granted
hereby shall be valid only as to the number of Shares which, when added to the
number of Company Common Shares for which SCA Acquisition is named as proxy in
proxies filed with the Secretary of the Company, will not exceed 19.9% of the
outstanding Company Common Shares and this proxy shall cease to be effective
with respect to Transferred Shares (as hereinafter defined) pursuant to Section
3.1(b).
Section 1.3. Each of the Shareholders severally (and not jointly)
agrees to, and will, surrender or cause to be surrendered the certificate or
certificates representing the Shares over which such Shareholder has dispositive
authority to SCA Packaging or SCA Acquisition, as the case may be, upon
consummation of the Merger as described in the Merger Agreement and hereby
waives any rights of appraisal, or rights to dissent from the Merger, that such
Shareholder may have, including, without limitation, rights under PBCL Sections
1571 to 1580 and Subchapter E of Chapter 25 of the PBCL.
Section 1.4. Each of the Shareholders severally (and not jointly)
hereby agrees and consents to the cancellation upon consummation of the Merger
of (a) every option or other right such Shareholder may have to purchase shares
of Company Common Shares in return for payment of the excess of $21.50 per share
over the exercise or purchase price per share and (b) if applicable, each
phantom share unit
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credited for such Shareholder under the Company's Deferred Compensation Plan for
Non-Employee Directors in return for $21.50 per unit, in each case as
contemplated by the Merger Agreement.
ARTICLE II
OPTION
Section 2.1. (a) Each of the Shareholders severally (and not jointly)
hereby grants to SCA Acquisition an irrevocable option (the "Option"),
exercisable only during the Exercise Period (as defined below) and only upon the
events and subject to the conditions set forth herein, to purchase any or all of
the Shares, other than Transferred Shares, at a purchase price per share equal
to $21.50.
(b) Subject to the conditions set forth in Section 2.3, SCA
Acquisition may exercise the Option in whole or in part at any time, or from
time to time, and as to Shares held by any or all Shareholders, during the
period (the "Exercise Period") commencing on the Trigger Date and ending on the
Expiration Date (each as defined below). As used herein, the term "Trigger Date"
means the date on which:
(i) the Company terminates the Merger Agreement pursuant to
Section 10.01(c)(ii) of the Merger Agreement; or
(ii) SCA Packaging terminates the Merger Agreement pursuant to
Section 10.01(d)(i)(B) or 10.01(d)(ii) of the Merger Agreement; or
(iii) the Merger Agreement is terminated for any other reason
(other than a failure to obtain antitrust approval of the Merger (unless the
failure to obtain the antitrust approval is due to a breach of the Merger
Agreement by the Company) or as a result of the enactment of a law which makes
consummation of the Merger illegal or a breach of the Merger Agreement by SCA
Packaging or SCA Acquisition) if, as of the date of such termination, an
Acquisition Proposal (as defined in the Merger Agreement) has been made by any
person.
As used herein, the term "Expiration Date" means, with respect to any
Shareholder, the first to occur prior to SCA Acquisition's exercise of the
Option pursuant to Section 2.1 of:
(x) written notice of termination of this Agreement by SCA
Acquisition to such Shareholder; or
(y) the earlier of (A) 18 months after the first occurrence of
a Trigger Date or (B) 60 days after the Company consummates a transaction
contemplated by an Acquisition Proposal.
Notwithstanding the termination of the Option or expiration of
the Exercise Period, SCA Acquisition shall be entitled to purchase those Shares
with respect to which it may have exercised the Option by delivery of a Notice
(as defined below) during the Exercise Period, and the termination of the Option
and the Exercise Period will not affect the right of SCA Acquisition to purchase
those Shares with respect to which it may have exercised the Option by delivery
of a Notice prior to such time. Notwithstanding anything in this Agreement to
the contrary, SCA Acquisition shall not be entitled to exercise the Option if an
Acquisition Proposal which has been made (including a Subsequent Acquisition
Proposal (as defined below)), shall have been withdrawn or terminated (it being
understood and agreed that this suspension of SCA Acquisition's rights to
exercise the Option will take effect as of the time such Acquisition Proposal is
so terminated or withdrawn and that this suspension shall not affect the right
of SCA Acquisition to purchase those Shares with respect to which it may have
exercised the Option by
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delivery of a Notice prior to such time); provided, however, that SCA
Acquisition shall be entitled to exercise the Option (and the suspension
described above shall cease to have any further force or effect) in the event
that any other Acquisition Proposal is made prior to the Expiration Date
(including but not limited to a renewal or any other type of reinstatement of an
earlier Acquisition Proposal or an Acquisition Proposal from any person made
after termination of the Merger Agreement (a "Subsequent Acquisition
Proposal")); it being understood and agreed that this reinstatement of SCA
Acquisition's right to exercise the Option will take effect as of the time any
such Subsequent Acquisition Proposal is so made.
SCA Acquisition shall exercise the Option by delivering
written notice thereof to the Shareholders from which SCA Acquisition elects to
purchase Shares pursuant to the Option, with a copy to the Company (the
"Notice"), specifying the number of Shares to be purchased from each such
Shareholder and the date, time and place for the closing of such purchase, which
date as to any such Shareholder shall not be less than three (3) business days
nor more than seven (7) business days from the date such Shareholder receives
the Notice. The closing of the purchase of Shares pursuant to this Section 2.1
(each, a "Closing") from any Shareholder shall take place on the date, at the
time and at the place specified in such Notice; provided, that if at such date
any of the conditions specified in Section 2.3 shall not have been satisfied (or
waived), SCA Acquisition may postpone a Closing until a date within seven (7)
business days after such conditions are satisfied or waived.
(c) At each Closing, (i) each selling Shareholder will deliver
or cause to be delivered to SCA Acquisition (in accordance with SCA
Acquisition's instructions) the certificates representing the Shares owned by
such Shareholder and being purchased pursuant to Section 2.1, duly endorsed or
accompanied by stock powers duly executed in blank. At such Closing, SCA
Acquisition shall deliver to each selling Shareholder, by bank wire transfer of
immediately available funds, an amount equal to the number of Shares being
purchased from such Shareholder as specified in the Notice multiplied by $21.50
(the "Option Price").
Section 2.2. Each of the Shareholders severally (and not jointly)
agrees to exercise, upon written notice from SCA Acquisition, such Shareholder's
vested options in respect of the number of Shares granted under any of the
Company's stock option plans as may be specified in SCA Acquisition's written
notice. All such Shareholder's Shares resulting from the exercise of such vested
options automatically shall become subject to the Option which may be exercised
by SCA Acquisition pursuant to the terms of Section 2.1.
Section 2.3. The obligation of SCA Acquisition to purchase the Shares,
and the obligation of the applicable Shareholder to sell the Shares at each
Closing, is subject to the following conditions:
(a) all waiting periods or approvals under the
Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and the rules and
regulations promulgated thereunder (the "HSR Act") and the antitrust laws of the
United Kingdom and the Republic of Ireland applicable to such purchase shall
have expired or been terminated or obtained, as the case may be; and
(b) there shall be no preliminary or permanent injunction or
other order, decree or ruling (an "Order") issued by any Governmental Entity (as
defined in the Merger Agreement), nor any statute, rule, regulation or order (a
"Law") promulgated or enacted by any Governmental Entity prohibiting, or
otherwise restraining, such purchase.
In the event that a Closing is delayed because of
circumstances described in paragraphs (a) or (b) above, then the Closing shall
be within seven (7) business days following the cessation of such restriction,
violation, Law or Order or the receipt of any necessary approval, as the case
may be; provided, however, that (i) in such event SCA Acquisition shall be
entitled to rescind the Notice and shall not be
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obligated to purchase any Shares in connection with the exercise of the Option
pursuant to such Notice upon written notice to such effect to the affected
Shareholders and (ii) any such delayed Closing pursuant to this Section 2.3
shall not be delayed beyond a date that is more than six months after the
Expiration Date (the "Drop Dead Date").
Section 2.4. SCA Acquisition may allow the Option to expire without
exercising the Option or purchasing all or any Shares pursuant to any exercise
of the Option.
ARTICLE III
REPRESENTATIONS, WARRANTIES AND COVENANTS
OF THE SHAREHOLDERS
Each Shareholder severally (and not jointly) represents, warrants and
covenants to SCA Acquisition that:
Section 3.1. (a) As of the date hereof such Shareholder is the sole (or
joint as the case may be, as indicated on Exhibit A), true, lawful and
beneficial owner of the number of Shares set forth opposite such Shareholder's
name on Exhibit A attached hereto and there are no restrictions on voting rights
or rights of disposition pertaining to such Shares and such Shareholder has
good, valid and marketable title to such Shares free and clear of all liens,
restrictions, security interests or any encumbrances whatsoever (collectively
"Liens"). If SCA Acquisition exercises the Option in accordance herewith, at the
applicable Closing, such Shareholder will convey good, valid, marketable and
freely transferable title to the Shares owned by such Shareholder and being
acquired by SCA Acquisition pursuant to the exercise of the Option free and
clear of any and all Liens. None of the Shares owned by such Shareholder is
subject to any voting trust or other agreement, arrangement or restriction with
respect to the voting of such Shares except as indicated on Exhibit A.
(b) Except as set forth in Section 3.1(c) hereto and an
involuntary Transfer (as defined below) by operation of law, and without the
consent of SCA Acquisition, during the period commencing on the date hereof and
terminating on the later of the Expiration Date (it being agreed that the
restrictions on Transfer set forth in this Section 3.1(b) shall not be affected
by any suspension of SCA Acquisition's right to exercise the Option due to the
termination or withdrawal of any Acquisition Proposal) or the Drop Dead Date (it
being agreed that any restrictions on Transfer (as defined below) during the
period between the end of the Exercise Period and the Drop Dead Date shall only
apply to those Shares to be purchased by SCA Acquisition at a Closing to be held
after the Exercise Period pursuant to the delivery of a Notice by SCA
Acquisition during the Exercise Period and the terms of Section 2.3), such
Shareholder shall not directly or indirectly (i) offer to sell, sell short,
transfer (including gift), assign, pledge or otherwise dispose of or transfer
(each, a "Transfer") any interest in or encumber with any Lien any of the Shares
owned by such Shareholder, (ii) enter into any contract, option, put, call,
"collar" or other agreement or understanding with respect to any Transfer of any
or all of the Shares owned by such Shareholder or any interest therein; (iii)
grant any proxy, power-of-attorney or other authorization or consent in or with
respect to the Shares owned by such Shareholder (other than proxies,
powers-of-attorney and other authorizations and consents to vote in favor of the
Merger Proposal); (iv) deposit the Shares owned by such Shareholder into a
voting trust or enter into a voting agreement or arrangement with respect to the
Shares; or (v) take any other action with respect to the Shares owned by such
Shareholder that would in any way restrict, limit or interfere with the
performance of such Shareholder's obligations hereunder.
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(c) Notwithstanding anything in this Agreement to the
contrary, each Shareholder may Transfer up to an aggregate of 10% of the Shares
(the "Transferred Shares") owned by such Shareholder as of the date of this
Agreement and, effective upon such Transfer, thereafter such Transferred Shares
shall not be subject to any of the provisions of this Agreement. SCA Acquisition
shall execute such documents, instruments, and waivers as may be reasonably
requested by a Shareholder to evidence and confirm that Transferred Shares are
not subject to any of the provisions of this Agreement.
Section 3.2. The execution, delivery and performance by such
Shareholder of this Agreement and the consummation of the transactions
contemplated hereby (i) are within such Shareholder's power and authority, have
been duly authorized by all necessary action (including any consultation,
approval or other action by or with any other person), (ii) require no action by
or in respect of, filing with, any governmental entity (except as may be
required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act (the "HSR Act")
and the antitrust laws of the United Kingdom and the Republic of Ireland and
under the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder (the "Exchange Act")), and (iii) do not and
will not contravene or constitute a default under, or give rise to a right of
termination, cancellation or acceleration of any right or obligation of such
Shareholder or to a loss of any benefit of such Shareholder under, any provision
of applicable law or regulation or any agreement, judgment, injunction, order,
decree, or other instrument binding on such Shareholder or result in the
imposition of any Lien on any assets of such Shareholder. If the Shareholder is
married and the Shares constitute community property or otherwise are owned or
held in a manner that requires spousal approval for this Agreement to be legal,
valid and binding, this Agreement has been duly executed and delivered by such
Shareholder's spouse.
Section 3.3. This Agreement has been duly executed and delivered by
such Shareholder and is the valid and binding agreement of such Shareholder,
enforceable against it in accordance with its terms, except as enforcement may
be limited by bankruptcy, insolvency, moratorium or other similar laws relating
to creditors' rights generally.
Section 3.4. Exhibit A hereto sets forth all Shares as to which such
Shareholder has any vested option to purchase or right to subscribe or otherwise
acquire.
Section 3.5. No investment banker, broker or finder is entitled to a
commission or fee from SCA Acquisition or the Company in respect of this
Agreement based upon any arrangement or agreement made by or on behalf of such
Shareholder, except as otherwise disclosed in the Merger Agreement.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF SCA ACQUISITION
SCA Acquisition represents and warrants to the Shareholders that:
Section 4.1. SCA Acquisition has all requisite corporate power and
authority to enter into this Agreement and to perform its obligations hereunder.
The execution, delivery and performance by SCA Acquisition of this Agreement and
the consummation by SCA Acquisition of the transactions contemplated hereby (i)
have been duly authorized by all necessary corporate action on the part of SCA
Acquisition, (ii) require no action by or in respect of, or filing with, any
governmental entity (except as may be required under the HSR Act, the antitrust
laws of the United Kingdom and the Republic of Ireland and under the Exchange
Act), and (iii) do not and will not contravene, or constitute a default under,
the certificate of incorporation or by-laws (or such comparable corporate
documents) of SCA Acquisition or any provision of applicable law or regulation
or any judgment, injunction, order, decree, material agreement or other material
instrument binding on SCA Acquisition.
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Section 4.2. This Agreement has been duly executed and delivered by SCA
Acquisition and is a valid and binding agreement of SCA Acquisition, enforceable
against it in accordance with its terms, except as enforcement may be limited by
bankruptcy, insolvency, moratorium or other similar laws relating to creditors'
rights generally.
Section 4.3. Any Shares to be acquired upon exercise of the Option will
be acquired by SCA Acquisition for its own account and not with a view to the
public distribution thereof and will not be transferred except in compliance
with the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder.
ARTICLE V
ADJUSTMENTS
Section 5.1. In the event of any change in the Company's capital stock
by reason of stock dividends, stock splits, mergers, consolidations,
recapitalization, combinations, conversions, exchanges of shares, extraordinary
or liquidating dividends, or other changes in the corporate or capital structure
of the Company which would have the effect of diluting or changing SCA
Acquisition's rights hereunder, the number and kind of shares or securities
subject to this Agreement and the price set forth herein at which Shares may be
purchased from the Shareholders pursuant to the exercise of the Option shall be
appropriately and equitably adjusted so that SCA Acquisition shall receive
pursuant to the exercise of the Option the number and class of shares or other
securities or property that SCA Acquisition would have received in respect of
the Shares purchasable pursuant to the exercise of the Option if such purchase
had occurred immediately prior to such event.
ARTICLE VI
MISCELLANEOUS
Section 6.1. Each of the Shareholders severally (and not jointly)
acknowledges and agrees that SCA Acquisition could not be made whole by monetary
damages in the event of any breach by such Shareholder of the terms and
conditions set forth in this Agreement applicable to such Shareholder. It is
accordingly agreed and understood that SCA Acquisition, in addition to any other
remedy which it may have at law or in equity, shall be entitled to seek an
injunction or injunctions to prevent breaches of this Agreement and specifically
to seek to enforce the terms and provisions hereof in any action instituted in
any state or federal court having appropriate jurisdiction.
Section 6.2. Any term or provision of this Agreement which is invalid
or unenforceable in any jurisdiction shall, as to that jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction. If any provision of this
Agreement is so broad as to be unenforceable, the provision shall be interpreted
to be only so broad as is enforceable.
Section 6.3. All notices, requests and other communications to any
party hereunder shall be in writing (including facsimile or similar writing) and
shall be given,
if to SCA Acquisition, to:
c/o SCA Packaging
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Business Group
Xxxxxxxxxxxxx 00
X-0000 Xxxxxxxx
Xxxxxxx
Attention: Vice President - Legal Department
Facsimile: + 00-0-000-0000
with a copy to:
Xxxxxxxx Chance Xxxxxx & Xxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx X. Xxxxx
Facsimile: (000) 000-0000
if to the Shareholders:
To the address set forth on the signature page hereto.
with a copy to:
Xxxx Xxxxx LLP
000 Xxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attention: X. Xxxxxxx Linge
Facsimile: (000) 000-0000
or such other address or facsimile number as such party may hereafter specify
for the purpose by notice to the other parties hereto. Each such notice, request
or other communication shall be effective (a) if given by facsimile, when such
facsimile is transmitted to the facsimile number specified in this Section and
the appropriate facsimile confirmation is received, or (b) if given by any other
means, when delivered at the address specified in this Section.
Section 6.4. The covenants and obligations set forth in Article I of
this Agreement shall expire and be of no further force and effect on the earlier
of: (i) in the event the Merger is consummated, the Effective Time (as defined
in the Merger Agreement), or (ii) the date on which the Merger Agreement is
terminated pursuant to Section 10.01 thereof.
Section 6.5. The provisions of this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns, provided that no party may assign, delegate or otherwise transfer any
of its rights or obligations under this Agreement without the consent of the
other parties hereto. Any purported assignment in violation hereof shall be null
and void.
Section 6.6. This Agreement shall be governed by the laws of the
Commonwealth of Pennsylvania, without regard to choice of law principles.
Section 6.7. This Agreement may be executed in one or more counterparts
and/or facsimiles, each of which shall be deemed an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
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IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered by the parties as of the day and year first above written.
SCA PACKAGING USA, INC.
By: _________________________________
Name:
Title:
By: _________________________________
Name:
Title:
10
IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered by the parties as of the day and year first above written.
Witness: ______________________________________
Name: ________________________________
_______________________________ (Please print or type)
Address:
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EXHIBIT A
NAME SHARES OPTIONS
---- ------ -------
Xxx Xxxxxx 31,500 3,500
Xxxxxxxx Xxxxxx 93,000
Xxx Xxxxxx & Xxxxxxxx Xxxxxx, JT 112,900
Xxxxxxxx Xxxxxx Trustee for:
Xxx Xxxx Xxxxxx 56,300
Xxxxxx Xxxxx Xxxxxx 13,250
Xxxxx X. Xxxxxx 24,200
Xxxxx Xxx Xxxxxx 49,250
Xxxxxxx Xxx Xxxxxx 15,200
Xxxxxx Xxxxx Xxxxxx 14,300
Xxxxxxx Xxxxxxx Xxxxxx 25,700
Xxxxx X. Xxxxxx 18,750 3,500
Xxxxx X. X'Xxxxx 99,456 32,250
Xxxx X. X'Xxxxx 102,253 70,500
Xxxxxx X. Xxxx 50,900 3,500
Xxxxxx X. Xxxxxxxx 117,446 3,500
Xxxxxxx X. X'Xxxxx 138,609
Xxxxx X. Xxxxxxx 19,549 41,250
Xxxxxxx X. X'Xxxxx, Xxxxx X. X'Xxxxx
Xxxx X. X'Xxxxx, Xx., & Xxxxx X'Xxxxx Xxxxxxx, Trustees:
Xxxx X. X'Xxxxx, Xx. - Marital Trust 36,997
Xxxx X. X'Xxxxx, Xx. - Descendants Trust 268,764
--------- -------
1,288,324 158,000
