REGISTRATION RIGHTS AGREEMENT
June 28, 1996
To each of the persons
named on Schedule I hereto:
Dear Sirs:
This will confirm that, in consideration of the consummation of the merger
of BITUG Acquisition Corp. ("Acquisition"), a wholly-owned subsidiary of The
BISYS Group, Inc. (the "Company"), with and into T.U.G., Inc. ("TUG"), pursuant
to the Agreement and Plan of Merger dated as of June 28, 1996 among the Company,
Acquisition, TUG and the shareholders of TUG named therein, including you, in
which an aggregate number of shares of Common Stock, $.02 par value, of the
Company (the "Shares"), set forth on Schedule I hereto opposite your name will
be issuable to you upon conversion of shares of common stock, par value $.01
per share of TUG held by you, the Company hereby covenants and agrees with each
of you, as follows:
1. CERTAIN DEFINITIONS. As used herein, the following terms shall have
the following respective meanings:
"COMMISSION" shall mean the Securities and Exchange Commission, or any
other federal agency at the time administering the Securities Act.
"COMMON STOCK" shall mean the Common Stock, $.02 par value, of the
Company, as constituted as of the date of this Agreement, subject to
adjustment pursuant to the provisions of Section 6 hereof.
"EFFECTIVE TIME" shall mean the Effective Time of the Merger, as
defined in the Merger Agreement.
"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934 or any
similar federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.
"MERGER" shall mean the merger of Acquisition with and into TUG
pursuant to the Merger Agreement.
"MERGER AGREEMENT" shall mean the Agreement and Plan of Merger dated
as of June 28, 1996 among the Company, Acquisition, TUG and each of the
shareholders of TUG.
"REGISTERABLE STOCK" shall mean any shares of Common Stock issued to
you in the Merger, including the shares
of Common Stock pledged to the Company and to Pennsylvania State Bank
pursuant to Sections 7.06 and 7.19 of the Merger Agreement, and not
transferred in a public sale registered under the Securities Act or in
accordance with the provisions of Rule 144 under the Securities Act.
"REGISTRATION EXPENSES" shall mean the expenses so described in
Section 5 hereof.
"REGISTRATION PERIOD" shall mean the period commencing upon the
termination of the restrictions imposed by Section 7.12(a) of the Merger
Agreement and ending on the third anniversary of the Effective Time.
"SECURITIES ACT" shall mean the Securities Act of 1933, as amended, or
any similar federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.
"SELLING EXPENSES" shall mean the expenses so described in Section 5
hereof.
2. REQUIRED REGISTRATION.
(a) At any time during the Registration Period, any holder or holders
of the majority of the Registerable Stock may request the Company to register
under the Securities Act such Registerable Stock for public sale.
(b) Promptly following receipt of any notice under this Section 2,
the Company shall notify any holders of Registerable Stock from whom notice has
not been received and shall use its best efforts to register under the
Securities Act for public sale the number of shares of Registerable Stock
specified in such notice (and in any notices received from other holders within
20 days after notice from the Company). The Company, at its sole option, may
elect to register such Registerable Stock for an underwritten public offering,
and, in such event, the Company shall designate the managing underwriter of such
offering. The Company shall not be obligated to effect registration of
Registerable Stock pursuant to this Section 2 on more than one occasion.
(c) Notwithstanding the foregoing, the Company shall not be obligated
to take any action to effect any registration pursuant to this Section 2 hereof:
(i) within 180 days after the effective date of any registration
statement pertaining to an underwritten public offering of securities of
the Company for its own account;
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(ii) at any time that the Company has filed or is in good faith
planning to file within 120 days after receipt by the Company of the
request for registration a registration statement on Form S-4 or any
successor form pertaining to shares of Common Stock to be issued in
connection with any merger, consolidation, acquisition of assets (outside
of the ordinary course of business) or capital stock, or other business
combination involving the Company or any subsidiary of the Company; or
(iii) at any time after the expiration of the Registration
Period.
3. INCIDENTAL REGISTRATION. If the Company at any time during the
Registration Period (other than pursuant to Section 2 hereof) proposes to
register any of its Common Stock under the Securities Act for sale to the
public, whether for its own account or for the account of other securityholders
or both (except with respect to registration statements on Forms S-4 or S-8 or
another form not available for-registering Registerable Stock for sale to the
public), it will give notice at such time to all holders of outstanding
Registerable Stock of its intention to do so. Upon the written request of any
such holder, given within 20 days after receipt of any such notice by the
Company, to register any of its Registerable Stock (which request shall state
the intended method of disposition thereof), the Company will use its best
efforts to cause the Registerable Stock as to which registration shall have been
so requested to be included in the securities to be covered by the registration
statement proposed to be filed by the Company, all to the extent requisite to
permit the sale or other disposition by the holder (in accordance with its
written request) of such Registerable Stock so registered. In the event that
any registration pursuant to this Section 3 shall be an underwritten public
offering of Common Stock, the Registerable Stock to be included in such
registration shall be included on the same terms and conditions as the shares of
Common Stock otherwise being sold through underwriters under such registration.
Notwithstanding the foregoing, the number of shares of Registerable Stock to be
included in such an underwriting may be reduced (PRO RATA among the requesting
holders based upon the number of shares of Registerable Stock so requested to be
registered) if and to the extent that the managing underwriter shall be of the
opinion that such inclusion would adversely affect the marketing of the
securities to be sold therein by any other seller (including without limitation
the Company).
Notwithstanding anything to the contrary contained in this Section 3, in
the event that there is a firm commitment underwritten public offering of
securities of the Company pursuant to a registration covering Registerable
Stock, and a holder of
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Registerable Stock does not elect to sell his Registerable Stock to the
underwriters of the Company's securities in connection with such offering, such
holder shall refrain from selling such Registerable Stock so registered pursuant
to this Section 3 during the period of distribution of the Company's securities
by such underwriters and the period in which the underwriting syndicate
participates in the aftermarket.
4. REGISTRATION PROCEDURES. If and whenever the Company is required by
the provisions of Section 2 or Section 3 hereof to use its best efforts to
effect the registration of any of the Registerable Stock under the Securities
Act, the Company will, as expeditiously as possible:
(a) prepare and file with the Commission a registration statement
with respect to such securities (which shall be on Form S-3 if the Company
is then eligible to use such form and otherwise on Form S-1 or other form
of general applicability acceptable to the Company), and shall use its best
efforts to cause such registration statement to become and remain effective
for the period of distribution set forth hereinbelow;
(b) prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in
connection therewith as may be necessary to keep such registration
statement effective for the period of distribution set forth hereinbelow;
(c) furnish to each seller and to each underwriter, if any, such
number of copies of the registration statement and the prospectus included
therein (including each preliminary prospectus) and any amendment or
supplement thereto as such persons may reasonably request in order to
facilitate the public sale or other disposition of the Registerable Stock
covered by such registration statement;
(d) use its best efforts to register or qualify the Registerable
Stock covered by such registration statement under the securities or blue
sky laws of a reasonable number of jurisdictions (provided that the Company
will not be required to (i) qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but for
this paragraph (d), (ii) subject itself to taxation in any such
jurisdiction or (iii) consent to general service of process in any
jurisdiction):
(e) promptly notify each seller of Registerable Stock and the
managing underwriters, if any, and (if requested by any such person)
confirm such advice in
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writing, (i) when such registration statement or any amendment or
supplement thereto or to the prospectus or preliminary prospectus contained
therein has been filed, (ii) of any request by the Commission for
amendments or supplements to such registration statement or prospectus or
for additional information, (iii) of the issuance by the Commission of any
stop order suspending the effectiveness of such registration statement or
the initiation of proceedings for that purpose, or (iv) of the receipt by
the Company of any notification with respect to the suspension of the
qualification of the Registerable Securities for sale in any jurisdiction
or the initiation or threatening of any proceeding for that purpose;
(f) immediately notify each seller under such registration statement
and each underwriter, at any time when a prospectus relating thereto is
required to be delivered under the Securities Act, of the happening of any
event as a result of which the prospectus contained in such registration
statement, as then in effect, includes an untrue statement of a material
fact or omits to state any material fact required to be stated therein or
necessary to make the statements therein not misleading in the light of the
circumstances then existing, and promptly thereafter prepare and file with
the Commission a supplement or amendment to such prospectus, such
registration statement or any document incorporated therein by reference,
or make such other filing, such that as thereafter delivered to the
purchasers of Registerable Stock, the prospectus will not contain an untrue
statement of material fact or omit to state any material fact necessary to
make the statements therein not misleading;
(g) use its best efforts to obtain the withdrawal of any order
suspending the effectiveness of such registration statement;
(h) in the case of an underwritten offering of Registerable Stock, if
requested by the managing underwriter or underwriters of such offering or
by any selling holder of Registerable Stock, promptly incorporate in a
prospectus supplement or post-effective amendment to such registration
statement such information as such managing underwriter or underwriters
shall agree should be included relating to the plan of distribution of such
Registerable Stock, including without limitation information with respect
to the number of shares of Registerable Stock being sold to the
underwriters, the purchase price being paid therefor by the underwriters
and other material terms of such underwriting), and file
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with the Commission such supplement or post-effective amendment as promptly
as practicable after notification of the information to be incorporated
therein;
(i) make available for inspection by each seller, any underwriter
participating in any distribution pursuant to such registration statement,
and any attorney, accountant or other agent retained by such seller or
underwriter, all financial and other records, pertinent corporate documents
and properties of the Company, and cause the Company's officers, directors
and employees to supply all information reasonably requested by any such
seller, underwriter, attorney, accountant or agent in connection with such
registration statement and permit such seller, attorney, accountant or
agent to participate in the preparation of such registration statement.
For purposes of Section 4(a) and (b) above, the period of distribu-tion of
Registerable Stock in a firm commitment underwritten public offering shall be
deemed to extend until each underwriter has completed the distribution of all
securities purchased by it, and the period of distribution of Registerable Stock
in any other registration shall be deemed to extend until the earlier to occur
of the sale of all Registerable Stock covered thereby or eighteen months after
the effective date thereof.
In connection with each registration hereunder, the selling holders of
Registerable Stock will furnish to the Company in writing such information with
respect to themselves and the proposed distribution by them as shall be
reasonably necessary in order to assure compliance with federal and applicable
state securities laws.
5. EXPENSES. All expenses incurred by the Company in complying with
Sections 2, 3 and 4 hereof, including, without limitation, all registration and
filing fees, printing expenses, fees and disbursements of counsel and
independent public accountants for the Company, fees of the National Association
of Securities Dealers, Inc., transfer taxes and fees of transfer agents and
registrars, but excluding any Selling Expenses (hereinafter defined), are herein
called "Registration Expenses." All underwriting discounts and selling
commissions applicable to the sale of Registerable Stock are herein called
"Selling Expenses."
The Company will pay all Registration Expenses in connection with the
registration statements filed pursuant to Section 2 or Section 3 hereof. All
Selling Expenses in connection with such registration statements, shall be borne
by the participating sellers in proportion to the number of shares sold by
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each, or by such persons other than the Company (except to the extent the
Company shall be a seller) as they may agree.
6. INDEMNIFICATION. In the event of a registration of any of the
Registerable Stock under the Securities Act pursuant to Section 2 or Section 3
hereof, the Company will indemnify and hold harmless each seller of such
Registerable Stock thereunder, each partner, officer and director or each such
seller, each underwriter of Registerable Stock thereunder and each other person,
if any, who controls such seller or underwriter within the meaning of the
Securities Act, against any losses, claims, damages or liabilities, joint or
several, to which such seller, partner, officer, director, underwriter or
controlling person may become subject under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon (i) any untrue statement or alleged
untrue statement of any material fact contained in any registration statement
under which such Registerable Stock was registered under the Securities Act
pursuant to Section 2 or Section 3 hereof any preliminary prospectus or final
prospectus contained therein, or any amendment or supplement thereof, (ii) the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
(iii) any violation or alleged violation by the Company of the Securities Act,
the Exchange Act, any state securities law or any rule or regulation promulgated
under any of the same in connection with the offering covered by such
registration statement, and the Company will reimburse each such seller,
partner, officer and director, each such underwriter and each such controlling
person for any legal or other expenses reasonably incurred by them in connection
with investigating or defending any such loss, claim, damage, liability or
action; PROVIDED, HOWEVER, that the Company will not be liable in any such case
if and to the extent that any such loss, claim, damage or liability arises out
of or is based upon an untrue statement or alleged untrue statement or omission
or alleged omission so made in reliance upon and in conformity with information
furnished by such seller or any of its partners, officers, directors, such
underwriter or such controlling person in writing specifically for use in such
registration statement or prospectus.
In the event of a registration of any of the Registerable Stock under the
Securities Act pursuant to Section 2 or Section 3 hereof, each seller of such
Registerable Stock thereunder, severally and not jointly, will indemnify and
hold harmless the Company and each person, if any, who controls the Company
within the meaning of the Securities Act, each officer of the Company who signs
the registration statement, each director of the Company, each underwriter and
each person who controls any underwriter within the meaning of the Securities
Act, against all losses, claims, damages or liabilities, joint or several, to
which the Company or such officer or director or underwriter or controlling
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person may become subject under the Securities Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon (i) any untrue statement or alleged untrue statement of any
material fact contained in the registration statement under which such
Registerable Stock was registered under the Securities Act pursuant to Section 2
hereof, any preliminary prospectus or final prospectus contained therein, or any
amendment or supplement thereof, (ii) the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, or (iii) any violation or alleged violation
by the Company of the Securities Act, the Exchange Act, any state securities law
or any rule or regulation promulgated under any of the same in connection with
the offering covered by such registration statement, and each such seller will
reimburse the Company and each such officer, director, underwriter and
controlling person for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability or action; PROVIDED, HOWEVER, that such seller will be liable
hereunder in any such case if and only to the extent that any such loss, claim,
damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in reliance upon
and in conformity with information furnished in writing to the Company by such
seller specifically for use in such registration statement or prospectus.
Notwithstanding the foregoing, (i) no seller shall be liable for payments of
amounts paid in settlement of any loss, claim, damage, liability or action if
such settlement is effected without the consent of such seller (which consent
shall not be unreasonably withheld), and (ii) in no event shall the liability of
any seller of Registerable Stock under this Section 6 in connection with any
registration exceed the proceeds received by such seller from the sale of shares
of Registerable Stock in such registration.
Promptly after receipt by an indemnified party hereunder of notice of the
commencement of any action, such indemnified party shall, if a claim in respect
thereof is to be made against the indemnifying party hereunder, notify the
indemnifying party in writing thereof, but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party other than under this Section 6. In case any such action
shall be brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate in and, to the extent it shall wish, to assume and
undertake the defense thereof with counsel satisfactory to such indemnified
party, and, after notice from the indemnifying party to such indemnified party
of its election so to assume and undertake the defense thereof, the indemnifying
party shall not be liable to such indemnified party under this Section 6 for any
legal expenses subsequently incurred by such indemnified party in connection
with the defense thereof
-8-
other than reasonable costs of investigation and of liaison with counsel so
selected; PROVIDED, HOWEVER, that, if the defendants in any such action include
both the indemnified party and the indemnifying party and the indemnified party
shall have reasonably concluded that there may be reasonable defenses available
to it which are different from or additional to those available to the
indemnifying party, or if the interests of the indemnified party reasonably may
be deemed to conflict with the interests of the indemnifying party, the
indemnified party shall have the right to select a separate counsel and to
assume such legal defenses and otherwise to participate in the defense of such
action, with the expenses and fees of such separate counsel and other expenses
related to such participation to be reimbursed by the indemnifying party as
incurred.
Notwithstanding the foregoing, any indemnified party shall have the right
to retain its own counsel in any such action, but the fees and disbursements of
such counsel shall be at the expense of such indemnified party unless (i) the
indemnifying party shall have failed to retain counsel for the indemnified
person as aforesaid or (ii) the indemnifying party and such indemnified party
shall have mutually agreed to the retention of such counsel. It is understood
that the indemnifying party shall not, in connection with any action or related
actions in the same jurisdiction, be liable for the fees and disbursements of
more than one separate firm qualified in such jurisdiction to act as counsel for
the indemnified party. The indemnifying party shall not be liable for any
settlement of any proceeding effected without its written consent, but if
settled with such consent or if there be a final judgment for the plaintiff, the
indemnifying party agrees to indemnify the indemnified party from and against
any loss or liability by reason of such settlement or judgment.
If the indemnification provided for in the first two paragraphs of this
Section 6 is unavailable or insufficient to hold harmless an indemnified party
under such paragraphs in respect of any losses, claims, damages or liabilities
or actions in respect thereof referred to therein, then each indemnifying party
shall in lieu of indemnifying such indemnified party contribute to the amount
paid or payable by such indemnified party as a result of such losses, claims,
damages, liabilities or actions in such proportion as appropriate to reflect the
relative fault of the Company, on the one hand, and the underwriters and the
sellers of such Registerable Stock, on the other, in connection with the
statements or omissions which resulted in such losses, claims, damages,
liabilities or actions as well as any other relevant equitable considerations,
including the failure to give any notice under the third paragraph of this
Section 6. The relative fault shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact
relates to information supplied by the Company, on the one hand, or the
underwriters and the sellers of such Registerable Stock, on the
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other, and to the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The Company and
each of you agree that it would not be just and equitable if contributions
pursuant to this paragraph were determined by PRO rata allocation (even if all
of the sellers of such Registerable Stock were treated as one entity for such
purpose) or by any other method of allocation which did not take account of the
equitable considerations referred to above in this paragraph. The amount paid or
payable by an indemnified party as a result of the losses, claims, damages,
liabilities or action in respect thereof, referred to above in this paragraph,
shall be deemed to include any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this paragraph, the sellers
of such Registerable Stock shall not be required to contribute any amount in
excess of the amount, if any, by which the total price at which the Common Stock
sold by each of them was offered to the public exceeds the amount of any damages
which they would have otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission. No person guilty of fraudulent
misrepresentations (within the meaning of Section 11(f) of the Securities Act),
shall be entitled to contribution from any person who is not guilty of such
fraudulent misrepresentation.
The indemnification of underwriters provided for in this Section 6 shall be
on such other terms and conditions as are at the time customary and reasonably
required by such underwriters, and the indemnification of the sellers of
Registerable Stock in such underwriting shall, at the sellers' request, be
modified to conform to such terms and conditions.
7. CHANGES IN COMMON STOCK. If, and as often as, there are any changes
in the Common Stock by way of stock split, stock dividend, combination or
reclassification, or through merger, consolidation, reorganization or
recapitalization, or by any other means, appropriate adjustment shall be made in
the provisions hereof, as may be required, so that the rights and privileges
granted hereby shall continue with respect to the Common Stock as so changed.
8. CURRENT PUBLIC INFORMATION. The Company agrees with you as follows:
(a) The Company shall use its best efforts to make and keep public
information available, as those terms are understood and defined in Rule
144 under the Securities Act, at all times from and after the date hereof.
(b) The Company shall use its best efforts to file with the
Commission in a timely manner all reports and
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other documents as the Commission may prescribe under Section 13(a) or
15(d) of the Exchange Act.
(c) The Company shall furnish to such holder of Registerable Stock
forthwith upon request (i) a written statement by the Company as to its
compliance with the reporting requirements of Rule 144 (at any time from
and after the date it first becomes subject to such reporting requirements,
and of the Securities Act and the Exchange Act (at any time after it has
become subject to such reporting requirements), (ii) a copy of the most
recent annual or quarterly report of the Company, and (iii) such other
reports and documents so filed as a holder may reasonably request to avail
itself of any rule or regulation of the Commission allowing a holder of
Registerable Stock to sell any such securities without registration.
9. EFFECTIVENESS OF THIS AGREEMENT. This Agreement shall become
effective at the Effective Time. If the Effective Time shall not occur, this
Agreement shall be of no force and effect.
10. MISCELLANEOUS.
(a) All covenants and agreements contained in this Agreement by or on
behalf of any of the parties hereto shall bind and inure to the benefit of the
respective successors and assigns of the parties hereto whether so expressed or
not, PROVIDED, HOWEVER, that the obligations of the Company hereunder shall
inure only to the benefit of you and a person who shall become a holder of
Registerable Stock by will or the laws of descent and distribution, and the term
"Registerable Stock" as used herein shall be limited to Registerable Stock held
by you or any such person.
(b) All notices, requests, consents and other communications
hereunder shall be in writing and shall be mailed by first class registered
mail, postage prepaid, addressed as follows:
if to the Company, to it at Overlook at Great Notch, 150 Clove
Road, Little Falls, New Jersey 07424, Attention: Chairman and Chief
Executive Officer;
if to any holder of Registerable Stock, at its address as set
forth in Annex I hereto;
if to any subsequent holder of Registerable Stock pursuant to
Section 10(b) hereof to it at such address as may have been furnished
to the Company in writing by such holder;
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or, in any case, at such other address or addresses as shall have been
furnished in writing to the Company (in the case of a holder of
Registerable Stock or to such holders of Registerable Stock (in the
case of the Company).
(c) This Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware.
(d) This Agreement constitutes the entire agreement of the parties
with respect to the subject matter hereof and may not be modified or amended
except in writing signed by the holders of not less than a majority of the
Registerable Stock.
(e) This Agreement may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
Please indicate your acceptance of the foregoing by signing and returning
the enclosed counterpart of this letter, whereupon this letter (herein sometimes
called "this Agreement") shall be a binding agreement between the Company and
you.
Very truly yours,
THE BISYS GROUP, INC.
By: /s/ Lynn J. Mangum
--------------------------
Name: Lynn J. Mangum
Title: Chairman and Chief
Executive Officer
AGREED TO AND ACCEPTED
as of the date first
above written.
/s/ Anthony A. Pascotti
- ------------------------------
Anthony A. Pascotti
/s/ J. Randall Grespin
- ------------------------------
J. Randall Grespin
[signatures continued on next page]
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[signatures continued from preceding page]
/s/ Gary D. Weller /s/ Susan A. Weller
- ----------------------------------------
Gary D. Weller and Susan A. Weller
/s/ Arthur A. Kusic
- ----------------------------------------
Arthur A. Kusic
/s/ Ronald J. Fulton
- ----------------------------------------
Ronald J. Fulton
/s/ Alan H. Herman
- ----------------------------------------
Alan H. Herman
/s/ William P. Ratz
- ----------------------------------------
William P. Ratz
/s/ Crisa S. Hamilton
- ----------------------------------------
Crisa S. Hamilton
/s/ James V. Medici
- ----------------------------------------
James V. Medici
/s/ Robert S. Salva
- ----------------------------------------
Robert S. Salva
Steven C. Leisher
- ----------------------------------------
Steven C. Leisher
/s/ Steven Wevodau /s/ Judith A. Wevodau
- ----------------------------------------
Steven Wevodau and Judith A. Wevodau
/s/ Patricia A. Heins
- ----------------------------------------
Patricia A. Heins
/s/ Betty Fenicle
- ----------------------------------------
Betty Fenicle
/s/ Lucille Greenwell
- ----------------------------------------
Lucille Greenwell
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SCHEDULE I
Number of Shares
Name and Address of Common Stock
- ---------------- ----------------
Anthony A. Pascotti 380,093
1205 Galloway Lane
Harrisburg, PA 17111
J. Randall Grespin 41,109
34 Banbury Road
Hummelstown, PA 17036
Gary D. Weller and Susan A. Weller 27,816
131 Briarwood Court
Camp Hill, PA 17011
Arthur A. Kusic 5,881
6800 Cornell Road
Harrisburg, PA 17110
Ronald J. Fulton 5,394
2307 Buckingham Avenue
Mechanicsburg, PA 17055
Alan H. Herman 5,394
5026 Inverness Drive
Mechanicsburg, PA 17055
William P. Ratz 5,394
520 Devon Road
Camp Hill, PA 17011
Crisa S. Hamilton 4,123
4419 St. Andrews Way
Harrisburg, PA 17110
James V. Medici 4,123
130 Rodney Lane
Camp Hill, PA 17011
Robert S. Salva 4,123
2600 Outerbridge Road
Harrisburg, PA 17110
Steven C. Leisher 2,938
6550 Via Alcazar
Carlsbad, CA 92009
Steven Wevodau and Judith A. Wevodau 2,331
6347 Locust Lane
Mechanicsburg, PA 17055
Patricia A. Heins 1,557
708 4th Street
New Cumberland, PA 17055
Number of Shares
Name and Address of Common Stock
- ---------------- ----------------
Betty Fenicle 519
29 Judy Lane
Harrisburg, PA 17112
Lucille Greenwell 519
9823 Hollow Glen Place
Silver Spring, MD 20910