Exhibit 8
STOCKHOLDER AGREEMENT
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THIS STOCKHOLDER AGREEMENT dated May 5, 1999 (this "Agreement"), is made
and entered into among Falcon Products, Inc., a Delaware corporation ("Parent"),
SY Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of
Parent ("Purchaser"), on the one hand, and the Manfred Steinfeld Irrevocable
Trust UTA 9/5/97 (the "Trust") and Manfred Steinfeld ("Steinfeld"), on the other
hand.
RECITALS:
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A. Parent, Purchaser, and Shelby Williams Industries, Inc., a Delaware
corporation ("Company"), propose to enter into an Agreement and Plan of Merger,
dated as of the date hereof (the "Merger Agreement"), pursuant to which the
Purchaser will merge with and into Company (the "Merger") on the terms and
subject to the conditions set forth in the Merger Agreement. Except as otherwise
defined herein, terms used herein with initial capital letters have the
respective meanings ascribed thereto in the Merger Agreement.
B. As of the date hereof, the Trust is the record holder of 685,500
shares of the common stock, par value $.05 per share (the "Common Stock"), of
Company and Steinfeld is the beneficial owner of such shares, having the power
to dispose of and to vote such shares. As used herein, (i) the Trust and
Steinfeld shall collectively be referred to as the "Stockholder", and (ii) the
685,000 shares of Common Stock, together with any shares of Common Stock issued
to or acquired by Stockholder after the date of this Agreement, shall be
referred to as the "Shares." The Shares as of the date of this Agreement are
described on Exhibit A hereto.
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C. Pursuant to the Merger Agreement, Purchaser shall commence a cash
tender offer (the "Offer") to purchase at a price of $16.50 per share all of the
Common Stock of Company. Stockholder has advised Parent and Purchaser that it
intends to tender the Shares in the Offer.
D. As a condition and inducement to Parent's and Purchaser's willingness
to enter into the Merger Agreement, Parent and Purchaser have requested that
Stockholder agree, and Stockholder has agreed, to enter into this Agreement.
E. The Board of Directors of the Company has approved this Agreement, the
Merger Agreement and the transactions contemplated hereby and thereby so as to
render inapplicable Section 203 of the Delaware General Corporation Law to the
transactions contemplated hereby and thereby.
NOW, THEREFORE, in consideration of the foregoing and the representations,
warranties, covenants and agreements contained in this Agreement and the Merger
Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound hereby, agree as follows:
ARTICLE I
VOTING AGREEMENT
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Section 1.1 Agreement to Vote Shares. During the term of this Agreement,
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at any meeting of the stockholders of Company called to consider and vote upon
the adoption of the Merger Agreement (and at any and all postponements and
adjournments thereof), and in connection with any action to be taken in respect
of the adoption of the Merger Agreement by written consent of stockholders of
Company, Stockholder shall vote or cause to be voted (including by written
consent, if applicable) all of the Shares in favor of the adoption of the Merger
Agreement and in favor of any other matter necessary for the consummation of the
transactions contemplated by the Merger Agreement and considered and voted upon
at any such meeting or made the subject of any such written consent, as
applicable. During the term of this Agreement, at any meeting of the
stockholders of Company called to consider and vote upon any Other Proposal (as
hereinafter defined), and at any and all postponements and adjournments thereof,
and in connection with any action to be taken in respect of any Other Proposal
by written consent of stockholders of Company, Stockholder shall vote or cause
to be voted (including by written consent, if applicable) all of the Shares
against such Other Proposal. For purposes of this Agreement, the term "Other
Proposal" means any (a) Takeover Proposal (as defined in the Merger Agreement)
or (b) other action which is intended or could reasonably be expected to
materially impede, interfere with, delay or materially and adversely affect the
consummation of the Merger or any of the other transactions contemplated by the
Merger Agreement or this Agreement; provided, however, that neither the Merger
nor any other transaction contemplated by the Merger Agreement to be consummated
by Company, Parent or Purchaser in connection with the Merger shall constitute
an Other Proposal. Stockholder shall not enter into any agreement or
understanding with any person or entity the effect of which would be violative
of the provisions and agreements contained in this Section 1.1.
Section 1.2 Irrevocable Proxy.
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(a) Grant of Proxy. STOCKHOLDER HEREBY APPOINTS PARENT AND ANY DESIGNEE
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OF PARENT, AND EACH OF THEM INDIVIDUALLY, STOCKHOLDER'S AGENT, PROXY AND
ATTORNEY-IN-FACT DURING THE TERM HEREOF, PURSUANT TO THE PROVISIONS OF SECTION
212 OF THE DELAWARE GENERAL CORPORATION LAW, WITH FULL POWER OF SUBSTITUTION AND
RESUBSTITUTION, TO VOTE OR ACT BY WRITTEN CONSENT DURING THE OPTION PERIOD WITH
RESPECT TO THE SHARES IN ACCORDANCE WITH SECTION 1.1 HEREOF. THIS PROXY IS GIVEN
TO SECURE THE PERFORMANCE OF THE DUTIES OF STOCKHOLDER UNDER THIS AGREEMENT.
STOCKHOLDER AFFIRMS THAT THIS PROXY IS COUPLED WITH AN INTEREST AND SHALL BE
IRREVOCABLE. STOCKHOLDER SHALL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER
INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY.
(b) Other Proxies Revoked. Stockholder represents that any proxies
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heretofore given in respect of the Shares, if any, are not irrevocable, and that
all such proxies are hereby revoked.
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ARTICLE II
CUSTODY AND TENDER OF SHARES
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2.1 Delivery of Shares to Custodian. As soon as practicable after the date
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hereof, Stockholder shall deliver the certificates representing the Shares
(together with related stock powers duly endorsed for transferability) to
D'Ancona & Pflaum, LLC (the "Custodian"), which shall retain custody of the
Shares and stock powers until they are tendered pursuant to Section 2.3.
2.2 Delivery of Letter of Transmittal to Custodian. As soon as
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practicable after the date on which the Offer is commenced, Stockholder shall
deliver a Letter of Transmittal covering the Shares, duly executed in accordance
with the terms of the offer materials used in connection with the Offer, to the
Custodian, which shall retain custody of the Letter of Transmittal until it is
delivered to the Depository pursuant to Section 2.3.
2.3 Tender of Shares and Delivery of Letter of Transmittal to Depository.
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Prior to the expiration or termination of the Offer, Stockholder shall cause
Custodian to and Custodian shall deliver all, but not part, of the Shares,
together with the related stock powers and Letter of Transmittal, to the
depository for the Offer and such delivery shall constitute a tender by the
Stockholder under the Offer. The tendered Shares may not be withdrawn except
following the termination of this Agreement pursuant to Section 5.2. Except as
otherwise set forth in this Agreement, all rights of ownership with respect to
the Shares shall remain with Stockholder until the Effective Time or the
purchase of the Shares pursuant to the Offer.
2.4 Right of Purchaser. If the Shares, stock powers, and Letter of
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Transmittal have not been tendered to the depository by the fifteenth (15/th/)
business day following the commencement of the Offer, Purchaser shall have the
right to instruct the Custodian to effect the tender of the Shares as provided
in Section 2.3, whereupon Custodian shall promptly, but in any event within one
(1) business day, deliver such Shares, stock powers, and Letter of Transmittal
to said Depository. Such instruction shall be given to Custodian in the same
manner as provided in Section 5.6 with respect to D'Ancona & Pflaum, LLC.
2.5 Further Assurances. Stockholder shall take all actions necessary or
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appropriate to cause the Custodian to tender the Shares to the depository for
the Offer prior to the expiration or termination of the Offer.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
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Section 3.1 Certain Representations and Warranties of Stockholder.
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Stockholder represents and warrants to Parent and Purchaser as follows:
(a) Ownership. Stockholder is the sole record and beneficial owner of the
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Shares and has full and unrestricted power to dispose of and to vote the Shares.
Other than as set forth in the Company's Proxy Statement dated March 24, 1999,
Stockholder does not beneficially own any securities of Company on the date
hereof other than the Shares. Stockholder has sole voting power and sole power
to issue instructions with respect to the matters set forth in Articles I and II
hereof, sole power of disposition, sole power of conversion, sole power to
demand appraisal
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rights and sole power to agree to all of the matters set forth in this
Agreement, in each case with respect to all of the Shares with no limitations,
qualifications or restrictions on such rights, subject to applicable securities
laws and the terms of this Agreement.
(b) Power and Authority; Execution and Delivery. Stockholder has all
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requisite legal capacity, power and authority to enter into this Agreement and
to consummate the transactions contemplated hereby. The execution and delivery
of this Agreement by Stockholder and the consummation by Stockholder of the
transactions contemplated hereby have been duly authorized by all necessary
action on the part of Stockholder. This Agreement has been duly executed and
delivered by Stockholder and, assuming that this Agreement constitutes the valid
and binding obligation of the other parties hereto, constitutes a valid and
binding obligation of Stockholder, enforceable against Stockholder in accordance
with its terms, subject to applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and similar laws affecting creditors'
rights and remedies generally and to general principles of equity.
(c) No Conflicts. The execution and delivery of this Agreement do not,
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and, subject to compliance with the HSR Act and securities laws, to the extent
applicable, the consummation of the transactions contemplated hereby and
compliance with the provisions hereof, will not (i) conflict with or result in
any breach of any organizational documents applicable to Stockholder or (ii)
conflict with, result in a breach or violation of or default (with or without
notice or lapse of time or both) under, or give rise to a material obligation, a
right of termination, cancellation, or acceleration of any obligation or a loss
of a material benefit under, or require notice to or the consent of any person
under any agreement, instrument, undertaking, law, rule, regulation, judgment,
order, injunction, decree, determination or award binding on Stockholder, other
than any such conflicts, breaches, violations, defaults, obligations, rights or
losses that individually or in the aggregate would not (i) materially impair the
ability of Stockholder to perform Stockholder's obligations under this Agreement
or (ii) prevent or delay the consummation of any of the transactions
contemplated hereby.
(d) No Encumbrances. Except as applicable in connection with the
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transactions contemplated by Articles I and II hereof, the Shares and the
certificates representing the Shares are now, and at all times during the term
hereof will be, held by Stockholder, or by a nominee or custodian for the
benefit of Stockholder, free and clear of all liens, claims, security interests,
proxies, voting trusts or agreements, understandings or arrangements or any
other encumbrances whatsoever except for any such encumbrances or proxies
arising hereunder or any such encumbrances not caused or created by Stockholder.
(e) No Finder's Fees. No broker, investment banker, financial advisor or
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other person is entitled to any broker's, finder's, financial adviser's or other
similar fee or commission in connection with the transactions contemplated
hereby based upon arrangements made by or on behalf of Stockholder.
Section 3.2 Representations and Warranties of Parent and Purchaser.
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Parent and Purchaser hereby represent and warrant to Stockholder that:
(a) Power and Authority; Execution and Delivery. Parent and Purchaser
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each has all requisite legal capacity, corporate power and authority to enter
into this Agreement and to
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consummate the transactions contemplated hereby. The execution and delivery of
this Agreement by Parent and Purchaser and the consummation by Parent and
Purchaser of the transactions contemplated hereby have been duly authorized by
all necessary corporate action on the part of Parent and Purchaser. This
Agreement has been duly executed and delivered by Parent and Purchaser and,
assuming that this Agreement constitutes the valid and binding obligation of
Stockholder, constitutes a valid and binding obligation of Parent and Purchaser,
enforceable against Parent and Purchaser in accordance with its terms, subject
to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and similar laws affecting creditors' rights and remedies generally
and to general principles of equity.
(b) No Conflicts. The execution and delivery of this Agreement do not,
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and, subject to compliance with the HSR Act, to the extent applicable, the
consummation of the transactions contemplated hereby and compliance with the
provisions hereof will not (i) conflict with or result in any breach of any
organizational documents applicable to Parent or Purchaser or (ii) conflict
with, result in a breach or violation of or default (with or without notice or
lapse of time or both) under, or give rise to a material obligation, right of
termination, cancellation, or acceleration of any obligation or a loss of a
material benefit under, or require notice to or the consent of any person under
any agreement, instrument, undertaking, law, rule, regulation, judgment, order,
injunction, decree, determination or award binding on Parent or Purchaser, other
than any such conflicts, breaches, violations, defaults, obligations, rights or
losses that individually or in the aggregate would not (i) impair the ability of
Parent and Purchaser to perform their obligations under this Agreement or (ii)
prevent or delay the consummation of any of the transactions contemplated
hereby.
ARTICLE IV
CERTAIN COVENANTS
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Section 4.1 Certain Covenants of Stockholder.
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(a) Restriction on Transfer of Shares, Proxies and Noninterference.
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During the term of this Agreement, Stockholder shall not, directly or
indirectly: (A) except pursuant to the terms of this Agreement and except for
the tender of Shares in the Offer, 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 Shares; (B) except pursuant to the terms of
this Agreement, grant any proxies (other than proxies relating to the election
of management's slate of directors at an annual meeting of Company's
stockholders, and other routine matters which would not require the filing of a
preliminary proxy statement under Rule 14a-6(a) of the Exchange Act), or powers
of attorney, deposit any of the Shares into a voting trust or enter into a
voting agreement with respect to any of the Shares; or (C) take any action that
would make any representation or warranty contained herein untrue or incorrect
or have the effect of impairing the ability of Stockholder to perform
Stockholder's obligations under this Agreement or preventing or delaying the
consummation of any of the transactions contemplated hereby or by the Merger
Agreement; provided, however, that notwithstanding the foregoing, Steinfeld may
transfer Shares to any charitable foundation established by him if, and only if,
such charitable foundation (i) acknowledges in writing its
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understanding and agreement that the Shares so transferred to it shall remain
subject to this Agreement, and (ii) further agrees to be bound by the terms
hereof with respect to such Shares.
(b) Cooperation. Stockholder, in the capacity as a stockholder, shall
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cooperate fully with Parent, Purchaser and Company in connection with their
respective efforts to fulfill the conditions to the Merger set forth in Article
VII of the Merger Agreement.
(c) Releases. Stockholder hereby fully, unconditionally and irrevocably
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releases, effective as of the Effective Time, any and all claims and causes of
action that Stockholder has or may have against Company or any of its
Subsidiaries or any present or former director, officer, employee or agent of
Company or any of its Subsidiaries (collectively, the "Released Parties")
arising or resulting from or relating to any alleged breach of fiduciary duty by
any officer or director of the Company occurring prior to the Effective Time;
provided, however, that such release shall not apply to any currently effective
contract or agreement between Stockholder and Company (the "Existing Contracts")
or any claim or cause of action arising therefrom.
(d) No Solicitation. Stockholder shall not, in the capacity as a
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stockholder, respond to any inquiries or the making of any proposal by any
person or entity (other than Parent or any affiliate of Parent) concerning any
business combination merger, tender offer, exchange offer, sale of assets, sale
of shares of capital stock or debt securities or similar transactions involving
Company or any Subsidiary, division or operating or principal business unit of
Company. If Stockholder, in the capacity as a stockholder of the Company,
receives any such inquiry or proposal, then Stockholder shall promptly inform
Parent of the existence thereof. Stockholder, in the capacity as a stockholder
of the Company, will immediately cease and cause to be terminated any existing
activities, discussions or negotiations with any parties conducted heretofore
with respect to any of the foregoing. For purposes of this paragraph (d),
Steinfeld shall not be deemed to be acting in the capacity as a stockholder of
the Company if, and to the extent that, the Board of Directors of the Company or
any committee thereof authorizes and directs Steinfeld to hold discussions with
any third party in response to the Company's receipt of an unsolicited Takeover
Proposal on behalf of the Company provided that Steinfeld informs such third
party that in holding any such discussions with such third party, Steinfeld is
speaking on behalf of the Corporation and not for himself as a stockholder of
the Company.
(e) Reliance by Parent. Stockholder understands and acknowledges that
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Parent and Purchaser are entering into, the Merger Agreement in reliance upon
Stockholder's execution and delivery of this Agreement.
ARTICLE V
MISCELLANEOUS
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Section 5.1 Fees and Expenses. Each party hereto shall pay its own
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expenses incident to preparing for, entering into and carrying out this
Agreement and the consummation of the transactions contemplated hereby.
Section 5.2 Amendment; Termination. This Agreement may not be amended
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except by an instrument in writing signed on behalf of each of the parties
hereto. This Agreement and the proxies granted pursuant to Section 1.2 shall
terminate on the earlier of (i) the Effective Time
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and (ii) the termination of the Merger Agreement in accordance with its terms.
If, following the termination of this Agreement as contemplated by clause (ii)
of the previous sentence, Stockholder notifies Parent and Purchaser that the
Shares have been tendered, that it desires to withdraw the Shares from the
Offer, and that it has so notified the depository, Parent and Purchaser shall,
so long as Shares may then be withdrawn from the Offer, cooperate with
Stockholder in its request for the return of the Shares and instruct the
depository to return the Shares to Stockholder at its earliest convenience.
Section 5.3 Extension; Waiver. Any agreement on the part of a party to
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waive any provision of this Agreement, or to extend the time for any performance
hereunder, shall be valid only if set forth in an instrument in writing signed
on behalf of such party. The failure of any party to this Agreement to assert
any of its rights under this Agreement or otherwise shall not constitute a
waiver of such rights.
Section 5.4 Entire Agreement; No Third-Party Beneficiaries. This
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Agreement constitutes the entire agreement, and supersedes all prior agreements
and understandings, both written and oral, among the parties with respect to the
subject matter of this Agreement, and is not intended to confer upon any person
other than the parties any rights or remedies; provided, however, that the
provisions of Section 4.1(c) are intended to inure to the benefit of, and to be
enforceable by, the Released Parties. This Agreement shall not affect or in any
way amend any of the Existing Contracts.
Section 5.5 Governing Law. This Agreement shall be governed by, and
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construed in accordance with, the laws of the State of Delaware, regardless of
the laws that might otherwise govern under applicable principles of conflict of
laws thereof.
Section 5.6 Notices. All notices, requests, claims, demands and other
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communications under this Agreement shall be in writing and shall be deemed
given if delivered personally, or sent by overnight courier or telecopy
(providing proof of delivery) to the address set forth below (or, in each case,
at such other address as shall be specified by like notice).
If to Parent or Purchaser:
Falcon Products
9387 Dielman Industrial Drive
St. Louis, Missouri 63132
Attention: Franklin A. Jacobs
Chairman and Chief Executive Officer
Telecopy: (314) 991-9295
with a copy (which shall not constitute notice) to:
Gallop, Johnson & Neuman, L.C.
101 South Hanley / Suite 1600
St. Louis, Missouri 63105
Attention: Robert H. Wexler, Esq.
Telecopy: (314) 862-1219
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If to Stockholder:
c/o Manfred Steinfeld
4679 Bocaire Boulevard
Boca Raton, Florida 33487
Telecopy: (561) 241-3508
with copies (which shall not constitute notice) to:
D'Ancona & Pflaum, LLC
111 East Wacker Drive / Suite 2800
Chicago, Illinois 60601-4205
Attention: Walter Roth, Esq.
Telecopy: (314) 602-3000
and
c/o Shelby Williams Industries, Inc.
11-111 Merchandise Mart
Chicago, Illinois 60654
Section 5.7 Assignment. Neither this Agreement nor any of the rights,
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interests, or obligations under this Agreement may be assigned or delegated, in
whole or in part, by Stockholder without the prior written consent of Parent,
and any such assignment or delegation that is not consented to shall be null and
void. This Agreement, together with any rights, interests, or obligations of
Parent and Purchaser hereunder, may be assigned or delegated, in whole or in
part, by Parent and Purchaser without the consent of or any action by
Stockholder upon notice by Parent or Purchaser to Stockholder as herein
provided. Subject to the preceding sentence, this Agreement shall be binding
upon, inure to the benefit of, and be enforceable by, the parties and their
respective successors and assigns (including without limitation any person to
whom any Shares are sold, transferred, assigned or passed, whether by operation
of law or otherwise).
Section 5.8 Confidentiality. Stockholder recognizes that successful
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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, Stockholder hereby agrees not to
disclose or discuss such matters with anyone not a party to this Agreement
(other than its 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 its counsel advises are
necessary in order to fulfill its obligations imposed by law, in which event
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.
Section 5.9 Further Assurances. Stockholder shall execute and deliver
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such other documents and instruments and take such further actions as may be
necessary or appropriate or
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as may be reasonably requested by Parent or Purchaser in order to ensure that
Parent and Purchaser receive the full benefit of this Agreement.
Section 5.10 Enforcement. Irreparable damage would occur in the event
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that any of the provisions of this Agreement were not performed in accordance
with their specific terms or were otherwise breached. Accordingly, the parties
shall be entitled to an injunction or injunctions to prevent breaches of this
Agreement and to enforce specifically the terms and provisions of this Agreement
in the Court of Chancery in and for New Castle County in the State of Delaware
(or, if such court lacks subject matter jurisdiction, any appropriate state or
federal court in New Castle County in the State of Delaware), this being in
addition to any other remedy to which they are entitled at law or in equity.
Each of the parties hereto (i) shall submit itself to the personal jurisdiction
of the Court of Chancery in and for New Castle County in the State of Delaware
(or, if such court lacks subject matter jurisdiction, any appropriate state or
federal court in New Castle County in the State of Delaware) in the event any
dispute arises out of this Agreement or any of the transactions contemplated
hereby, (ii) shall not attempt to deny or defeat such personal jurisdiction by
motion or other request for leave from any such court, and (iii) shall not bring
any action relating to this Agreement or any of the transactions contemplated
hereby in any court other than the Court of Chancery in and for New Castle
County in the State of Delaware (or, if such court lacks subject matter
jurisdiction, any appropriate state or federal court in New Castle County in the
State of Delaware).
Section 5.11 Severability. Whenever possible, each provision or portion
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of any provision of this Agreement shall be interpreted in such manner as to be
effective and valid under applicable law but if any provision or portion of any
provision of this Agreement is held to be invalid, illegal or unenforceable in
any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality or unenforceability shall not affect any other provision
or portion of any provision in such jurisdiction, and this Agreement shall be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision or portion of any provision had never been
contained herein.
Section 5.12 Descriptive Headings. The descriptive headings used herein
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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.
Section 5.13 Counterparts. This Agreement may be executed in one or more
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counterparts, all of which shall be considered one and the same instrument and
shall become effective when one or more counterparts have been signed by each
party and delivered to the other parties.
[signature page follows]
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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be signed as of the day and year first written above.
FALCON PRODUCTS, INC.
By: /s/ Franklin A. Jacobs
_______________________________________
Name: Franklin A. Jacobs
Title: Chairman and Chief Executive Officer
SY ACQUISITION, INC.
By: /s/ Franklin A. Jacobs
_______________________________________
Name: Franklin A. Jacobs
Title: President
MANFRED STEINFELD IRREVOCABLE TRUST UTA 9/5/97
By: /s/ Paul N. Steinfeld
_______________________________________
Name: Paul N. Steinfeld, Trustee
/s/ Manfred Steinfeld
______________________________________________
Manfred Steinfeld, Individually and as the
Beneficial Owner of the Shares
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This Stockholder Agreement dated May 5, 1999 among Falcon Products, Inc., a
Delaware corporation, SY Acquisition, Inc., a Delaware corporation, the Manfred
Steinfeld Irrevocable Trust UTA 9/5/97 and Manfred Steinfeld is hereby executed
effective as of May 5, 1999 on behalf of D'Ancona & Pflaum, LLC, as Custodian,
solely to evidence that it is bound by the obligations contained in Article II.
D'Ancona & Pflaum, LLC
/s/ Walter Roth
By: ____________________________
Walter Roth, Member
May 5, 1999
Date: ____________________________
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Exhibit A
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Certificate Number Number of Shares
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