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EXHIBIT 9.1
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VOTING TRUST AGREEMENT
BY AND AMONG
OUTSOURCE INTERNATIONAL, INC.,
THE TRUSTEES
AND
CERTAIN SHAREHOLDERS
OF
OUTSOURCE INTERNATIONAL, INC.
FEBRUARY 21, 1997
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VOTING TRUST AGREEMENT
Agreement made as of the 21st day of February, 1997, by and
among OutSource International, Inc., a Florida corporation, (the "Company"),
Richard J. Williams and Paul M. Burrell (hereinafter sometimes referred to,
together with their successors in trust, as the "Trustees"), and each of the
shareholders of the "Company" listed on Schedule 1 hereto (hereinafter sometimes
referred to individually as an "Initial Shareholder" and collectively as the
"Initial Shareholders").
W I T N E S S E T H
WHEREAS, as of the date hereof, the Company, the Trustees and the
Initial Shareholders have entered into an Agreement among Shareholders and
Investors, dated as of February 21, 1997 (the "AASI"), pursuant to which the
Initial Shareholders agreed to enter into a voting trust;
WHEREAS, as of the date hereof, each of the Initial Shareholders is
currently the holder of the shares of common stock, par value $.001 per share,
of the Company (the "Common Stock") set forth opposite his or its respective
name on Schedule 1 attached hereto;
WHEREAS, the Initial Shareholders desire to grant the voting power with
respect to the shares of Common Stock of the Company beneficially owned or held
of record by them or hereafter acquired to the Trustees in all matters on the
terms and conditions set forth herein; and
WHEREAS, the Trustees have consented to act under this Agreement for
the purposes hereinafter provided.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and for other good, valuable and sufficient consideration, the receipt
of which is hereby acknowledged, the parties hereto promise, covenant, undertake
and agree as follows:
1. Transfer of Stock to Trustees. Upon executing this Agreement,
each of the Initial Shareholders shall deposit with the Trustees one or more
certificates representing the number of shares of Common Stock listed opposite
his, her or its name on Schedule 1 hereto, and shall also deposit with the
Trustees immediately upon receipt certificates representing any other shares of
capital stock of any class or series of the Company having voting powers which
they acquire during the term of this Agreement, including any such shares
acquired through the exercise of any options, conversion or as dividends. All
such stock certificates shall be so endorsed, or accompanied by such instruments
of transfer as to enable the Trustees to cause such certificates to be
transferred into the names of the Trustees. All certificates for the Company's
Common Stock transferred and delivered to the Trustees pursuant hereto shall be
surrendered by the Trustees to the Company and canceled and new certificates
therefor shall be issued to and held by the Trustees in their own names in their
capacities as Trustees hereunder and shall bear a legend indicating that the
shares represented by such certificate are subject to this Agreement.
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Upon receipt by the Trustees of the certificates for any such shares of the
Common Stock and the transfer of the same into the names of the Trustees, the
Trustees shall hold the same subject to the terms of this Agreement and shall
issue and deliver to each Initial Shareholder voting trust certificates
representing his, her or its interest in such Common Stock deposited pursuant to
this Agreement. Each voting trust certificate to be issued and delivered by the
Trustees in respect of the Common Stock of the Company shall state the number of
shares which it represents, shall be signed by each of the Trustees and shall be
in substantially the same form as Exhibit A attached hereto and bear the
restrictive legends set forth thereon. The Trustees shall at all times keep, or
cause to be kept, complete and accurate records of all Common Stock or other
securities deposited with them hereunder, the identity, addresses and ownership
of the depositing Initial Shareholders, and all certificates of beneficial
interest issued by the Trustees. Such records shall be open to inspection by any
depositing Initial Shareholder at all reasonable times.
2. Dividends. If any dividend in respect of the stock deposited
with or acquired by the Trustees hereunder is paid, in whole or in part, in
stock of the Company having voting powers, the Trustees shall likewise hold,
subject to the terms of this Agreement, the stock certificates which are
received by them on account of such dividend, and the holder of each outstanding
voting trust certificate representing stock on which such dividend has been paid
shall be entitled to receive a voting trust certificate issued under this
Agreement for the number of shares and class of stock received as such dividend
with respect to the shares represented by such voting trust certificate. Holders
entitled to receive the voting trust certificates issued in respect of such
dividends shall be those registered as such on the transfer books of the
Trustees at the close of business on the record date for such dividend.
If any dividend in respect of the stock deposited with or acquired by
the Trustees hereunder is paid other than in capital stock of the Company having
voting powers, then the Trustees shall promptly distribute the same to the
holders of outstanding voting trust certificates registered as such at the close
of business on the record date for such distribution. Such distribution shall be
made to such holders of voting trust certificates ratably, in accordance with
the number of shares represented by their respective voting trust certificates.
In lieu of receiving cash dividends upon the capital stock of the
Company deposited with or acquired by the Trustees hereunder and paying the same
to the holders of outstanding voting trust certificates pursuant to the
preceding paragraph, the Trustees may instruct the Company in writing to pay
such dividends directly to the holders of the voting trust certificates
specified by the Trustees. Such instructions are deemed given hereby and until
receipt of written instructions to the contrary from the Trustees, the Company
agrees to pay such dividends directly to the holders of the voting trust
certificates. The Trustees may at any time revoke such instructions and by
written notice to the Company direct it to make dividend payments to the
Trustees.
3. Transfer of Certificates. Transfer of any voting trust
certificate (including without limitation any sale, assignment, donation,
pledge, encumbrance, grant of a security interest, hypothecation or other
transfer or disposition) shall be subject to the restrictions set forth in
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Subsection 2.2 and Section 3 of the AASI and any restrictions, provisions and
conditions applicable to the Common Stock which it represents, whether imposed
by law, by the Company's Articles of Incorporation, as amended, specified on
such stock certificates, in this Agreement, the AASI or any other agreements
among the parties hereto. Any attempted transfer in violation of such
restrictions, provisions and other conditions shall be void ab initio and the
Trustees shall not register such transfer or recognize the intended transferee
as the holder of the voting trust certificate for any purpose. To the extent
permitted by law, voting trust certificates shall not be subject to attachment,
garnishment, judicial order, levy, execution or similar process, however
instituted, for satisfaction of a judgment or otherwise.
Subject to the provisions of the foregoing paragraph, the voting trust
certificates shall be transferable on the books of the Trustees, at such office
as the Trustees may designate, by the registered owner thereof, either in person
or by attorney duly authorized, upon surrender thereof, according to the rules
established for that purpose by the Trustees, and the Trustees may treat the
registered holder as owner thereof for all purposes whatsoever, but they shall
not be required to deliver new voting trust certificates hereunder -without the
surrender of such existing voting trust certificates.
If a voting trust certificate is lost, stolen, mutilated or destroyed,
the Trustees, in their discretion, may issue a duplicate of such certificate
upon receipt of (a) evidence of such fact satisfactory to them; (b) indemnity
satisfactory to them, including, without limitation, an indemnity bond,
sufficient in the judgment of the Trustees, to protect the Trustees, or any
agent, from any loss which any of them may suffer if a Voting Trust Certificate
is replaced; (c) the existing certificate, if mutilated; and (d) their
reasonable fees and expenses in connection with the issuance of a new trust
certificate.
4. Withdrawal of Shares from Voting Trust. Any registered holder of
voting trust certificates hereunder may from time to time withdraw shares of
Common Stock represented thereby pursuant to this Agreement only in the manner
and subject to the conditions specified in Subsection 2.3 of the AASI, and such
shares, when so withdrawn, shall be free of any restrictions imposed by this
Agreement, but shall remain subject to any and all other restrictions imposed by
the AASI or other agreements or by law. Such withdrawal shall be effected only
by a written amendment to this Agreement in the form of Exhibit B hereto
executed by either of the Trustees then serving hereunder. Upon the surrender by
such holder to the Trustees of the voting trust certificate or certificates
designated in such amendment, each of the Trustees is authorized to deliver or
cause to be delivered to such holder a certificate or certificates for the
shares of the Common Stock of the Company so withdrawn, with any appropriate
restrictive legends, and a voting trust certificate in respect of the remaining
shares, if any. Nothing in this Section 5 or in any such amendment shall modify,
amend, limit or terminate any other restrictions contained in, or be construed
as a consent to to any transfer of shares subject to this Agreement under, the
AASI or any other agreement or instrument, unless such amendment specifically
refers to the AASI or such other agreement or instrument and satisfies all
requirements for amendment or waiver thereof (including execution and delivery
by appropriate parties).
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5. Rights, Powers and Duties of Trustees.
(a) Until the actual delivery to the holders of voting
trust certificates issued hereunder of stock certificates in exchange therefor,
and until the surrender of the voting trust certificates representing such
shares for cancellation, in each case in accordance with the terms of this
Agreement, title to all shares of Common Stock deposited hereunder shall be
vested in the Trustees, and the Trustees shall have the sole and exclusive
right, acting as hereinafter provided, to exercise, in person or by their
nominees or proxies, all rights and powers of the Initial Shareholders in
respect of all Common Stock deposited with or acquired by the Trustees
hereunder, including the right to vote thereon and to take part in or consent to
any shareholders' action of any kind whatsoever, whether ordinary or
extraordinary, subject to the provisions hereinafter set forth; provided that
the Trustees shall exercise all such rights with respect to the Common Stock
deposited or acquired hereunder in accordance with the provisions of Subsection
2.4(b) of the AASI.
Whenever action is required of the Trustees, such action may be taken
at a meeting of the Trustees or by written consents signed by either or both of
the Trustees; provided that the Trustees shall act only in accordance with the
terms of this Agreement and the AASI. A certificate signed by either of the
Trustees shall be conclusive evidence to all persons to any action taken by the
Trustees.
(b) The right to vote shall include the right to vote for
the election of directors and in favor of or against any resolution or proposed
action of any character whatsoever, which may be presented at any meeting or
require the consent of shareholders of the Company. It is expressly understood
and agreed that the holders of voting trust certificates shall not have any
right, either under said voting trust certificates or under this Agreement, or
under any agreement express or implied, or otherwise, with respect to any shares
held by the Trustees hereunder, to vote such shares or to take part in or
consent to any corporate action, or to do or perform any other act or thing
which the holders of the Company's Common Stock are now or may hereafter become
entitled to do or perform by virtue of their being shareholders.
(c) The Trustees shall not incur any responsibility in
their capacity as shareholders or trustees, or individually or otherwise, in
voting the shares held hereunder or any matter or act committed or omitted to be
done under or in connection with this Agreement, or for any vote or act
committed or omitted to be done by any predecessor or successor Trustee, except
for such Trustee's individual willful malfeasance.
(d) The Trustees shall maintain, or cause to be
maintained, complete and accurate records of all the Common Stock deposited with
them hereunder, the identity, addresses and ownership of the depositing
shareholders, and all voting trust certificates issued by the Trustees. Such
records shall be open to inspection by any depositing shareholder or other party
to or beneficiary under this Agreement on reasonable notice during business
hours.
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6. Compensation and Reimbursement of the TrusteesThe Trustees
shall serve without compensation. The Trustees shall have the right to incur and
pay such reasonable expenses and charges and to employ and pay such agents,
attorneys and counsel as they may deem necessary and proper. Any such expenses
or charges incurred by and due to the Trustee shall be reimbursed by the Initial
Shareholders and may be deducted from the dividends, proceeds or other moneys or
property received by the Trustees in respect of the capital stock deposited with
or acquired by the Trustees hereunder. Nothing herein contained shall disqualify
any Trustee or any successor Trustee, or any firm in which he is interested,
from serving the Company or any of its subsidiaries as an officer or director or
in any other capacity, holding any class of stock in the Company, becoming a
creditor of the Company or otherwise dealing with it in good faith, voting for
himself as a Director of the Company in any election thereof, or taking any
other action as a Trustee hereunder in connection with any matter in which such
Trustee has any direct or indirect interest. Notwithstanding the foregoing, each
Trustee shall be entitled to be fully indemnified by the holders of outstanding
voting trust certificates, pro rata in accordance with their interests at the
time of the relevant payment, against all costs, charges, expenses, loss,
liability and damage (other than those for which he is responsible under this
Agreement) incurred by him in the administration of this trust or in the
exercise of any power conferred upon the Trustee by this Agreement.
7. Additional and Successor TrusteesIn the event that a Trustee
ceases to be a Trustee because of death, disability or otherwise, a successor
trustee shall be designated in accordance with the provisions of Section 2.4(a)
of the AASI in his place and stead and the parties to the AASI shall inform, by
written notice, the other Trustee(s) of such designation. The rights, powers and
privileges of each successor Trustee named hereunder shall be possessed by any
successor Trustee with the same effect as though such successor had originally
been a party to this Agreement.
The Trustees shall affix their signatures to this Agreement and each
successor Trustee appointed pursuant to this Section 8 shall accept appointment
or election hereunder by affixing his signature to this Agreement at the time he
becomes a Trustee hereunder. By affixing their signatures to this Agreement, the
Trustees and each successor Trustee agree to be bound by the terms hereof.
Reference in this Agreement to "Trustees" means the Trustee or Trustees
at the time acting in that capacity, whether an initial Trustee or any
additional or successor Trustee.
8. Sale and Transfer of Company's StockExcept as otherwise
provided in this Agreement, the Trustees shall not sell, hypothecate, pledge,
assign or otherwise transfer the shares of Common Stock held in the voting trust
pursuant to this Agreement.
9. Amendment and TerminationThis Agreement may be amended or
terminated by a written instrument signed by both Trustees in accordance with
the provisions of Section 2.5 of
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the AASI. Notwithstanding anything to the contrary contained herein, this
Agreement shall in any event terminate as of a date which is before 10 years
after the date of this Agreement.
10. Termination ProcedureUpon the termination of the voting trust
at any time, in accordance with Section 10 of this Agreement, the Trustees shall
mail written notice of such termination to the registered owners of the
outstanding voting trust certificates, at the addresses appearing on the
transfer books of the Trustees. From the date specified in any such notice
(which date shall be fixed by the Trustees) the voting trust certificates shall
cease to have any effect, and the holders of such voting trust certificates
shall have no further rights under this voting trust other than to receive
certificates for shares of Common Stock of the Company or other property
distributable under the terms hereof upon the surrender of such voting trust
certificates.
Within 30 days after the termination of this voting trust, the Trustees
shall deliver to the registered holders of all voting trust certificates
outstanding as of the date of such termination, stock certificates for the
number of shares of such class or classes of the Company's capital stock
represented thereby as to which they shall be entitled upon the surrender for
cancellation of such voting trust certificates, properly endorsed or accompanied
by properly endorsed instruments of transfer, if appropriate, at the place
designated by the Trustees, and after payment, if the Trustees so require, by
the persons entitled to receive such stock certificates, of a sum sufficient to
cover any stamp tax or governmental charge in respect of the transfer or
delivery of such stock certificates. Such certificates or shares shall bear such
legend referring to the restrictions on transfer of such shares as may be
required by this Agreement, by law or otherwise. Thereupon, all liability of the
Trustees for delivery of such certificates of shares shall terminate, and the
voting trust certificates representing the beneficial interest in the shares so
delivered by the Trustee shall be null and void.
If upon such termination, one or more registered holders of outstanding
voting trust certificates shall fail to surrender such voting trust
certificates, or the Trustees for any reason shall be unable to comply with the
provisions of the preceding paragraph, the Trustees may, at any time subsequent
to 30 days after the termination of this Agreement, deposit with the Company
stock certificates representing the number of shares of capital stock
represented by such voting trust certificates, together with written
instructions authorizing the Company to deliver such stock certificates in
exchange for voting trust certificates representing a like interest in the
capital stock of the Company; and upon such deposit, all further liability of
the Trustees for the delivery of such stock certificates and the delivery or
payment of dividends upon surrender of the voting trust certificates shall
cease, and the Trustees shall not be required to take any further action
hereunder.
11. Notices, EtcExcept as otherwise provided in this Agreement,
notices and other communications under this Agreement shall be in writing and
shall be delivered by courier, or mailed by a nationally recognized overnight
courier, postage prepaid, addressed, (a) if to the Company, at its address set
forth on the signature page attached hereto, to the attention of the
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Chief Executive Officer, or at such other address, or to the attention of such
other officer, as the Company shall have furnished to the other parties hereto
in writing, or (b) if to any of the Trustees, at the address specified on the
signature pages attached hereto or such other address as the Trustee shall have
furnished to the other parties hereto in writing, or (c) if to any of the
Initial Shareholders, at the address specified on Schedule I attached hereto, or
at such other address as the Initial Shareholder shall have furnished to the
other parties hereto in writing. This Agreement, the AASI and any and all other
agreements or documents delivered in connection herewith or therewith embody the
entire agreement and understanding between the Company, the Trustees and the
Initial Shareholders and supersede all prior agreements and understandings
relating to the subject matter hereof.
12. HeadingsThe descriptive headings of the articles and sections
of this Agreement are inserted for convenience only and shall not control or
affect the meaning or construction of any of the provisions hereof.
13. ConstructionThis Agreement is to be governed by, and
constructed in accordance with, the laws of the State of Florida, is to take
effect as a sealed instrument, and is binding upon and inures to the benefit of
the parties hereto and their successors and assigns. The invalidity or
nonenforceability of any term or provision of this Agreement or of any voting
trust certificate shall in no way impair or affect the balance hereof or
thereof, which shall remain in full force and effect.
14. ExecutionThis Agreement may be executed in any number of
counterparts, each of which, when executed, shall be deemed to be an original
and all of which together shall constitute but one and the same instruments.
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VOTING TRUST AGREEMENT
INITIAL SHAREHOLDERS' SIGNATURE PAGE
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date above first written.
/s/ Lawrence H. Schubert
----------------------------------
Lawrence H. Schubert as
Trustee of the Lawrence
H. Schubert Revocable Trust
dated August 25, 1996
/s/ Nadya I. Schubert
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Nadya I. Schubert Nadya I. Schubert as
as Co-Trustee of the Robert A. Trustee of the Nadya I.
Lefcort Irrevocable Trust Schubert Revocable Trust
dated February 28, 1996 dated August 25, 1996
/s/ Alan E. Schubert
----------------------------------
Alan E. Schubert
/s/ Louis A. Morelli
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Louis A. Morelli
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Raymond S. Morelli
/s/ Louis J. Morelli
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Louis J. Morelli
/s/ Louis A. Morelli
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Louis A. Morelli as Trustee
of the Louis J. Morelli S Stock Trust
dated January 1, 1995 VOTING TRUST
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VOTING TRUST AGREEMENT
INITIAL SHAREHOLDERS' SIGNATURE PAGE
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date above first written.
-------------------------------------
Lawrence H. Schubert as
Trustee of the Lawrence
H. Schubert Revocable Trust
dated August 25, 1996
-------------------------------------
Nadya I. Schubert as
Trustee of the Nadya I.
Schubert Revocable Trust
dated August 25, 1996
-------------------------------------
Alan E. Schubert
-------------------------------------
Louis A. Morelli
/s/ Raymond S. Morelli
-------------------------------------
Raymond S. Morelli
-------------------------------------
Louis J. Morelli
-------------------------------------
Louis A. Morelli as Trustee
of the Louis J. Morelli
S Stock Trust dated
January 1, 1995
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VOTING TRUST AGREEMENT
INITIAL SHAREHOLDERS' SIGNATURE PAGE
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date above first written.
/s/ Margaret Morelli Janisch
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Margaret Morelli Janisch
-------------------------------------
Louis A. Morelli as
Trustee of the
Margaret Ann Janisch
S Stock Trust dated
January 1, 1995
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Matthew B. Schubert
-------------------------------------
Jason D. Schubert as Co-
Trustee of the Matthew
Schubert OutSource Trust
dated November 24, 1995
-------------------------------------
Alan E. Schubert as Co-
Trustee of the Matthew
Schubert OutSource Trust
dated November 24, 1995
-------------------------------------
Matthew B. Schubert as Co-
Trustee of the Jason
Schubert OutSource Trust
dated November 24, 1995
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VOTING TRUST AGREEMENT
INITIAL SHAREHOLDERS' SIGNATURE PAGE
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date above first written.
-------------------------------------
Margaret Morelli Janisch
/s/ Louis A. Morelli
-------------------------------------
Louis A. Morelli as
Trustee of the
Margaret Ann Janisch
S Stock Trust dated
January 1, 1995
-------------------------------------
Matthew B. Schubert
-------------------------------------
Jason D. Schubert as Co-
Trustee of the Matthew
Schubert OutSource Trust
dated November 24, 1995
/s/ Alan E. Schubert
-------------------------------------
Alan E. Schubert as Co-
Trustee of the Matthew
Schubert OutSource Trust
dated November 24, 1995
-------------------------------------
Matthew B. Schubert as Co-
Trustee of the Jason
Schubert OutSource Trust
dated November 24, 1995
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VOTING TRUST AGREEMENT
INITIAL SHAREHOLDERS' SIGNATURE PAGE
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date above first written.
-------------------------------------
Margaret Morelli Janisch
-------------------------------------
Louis A. Morelli as
Trustee of the
Margaret Ann Janisch
S Stock Trust dated
January 1, 1995
/s/ Matthew B. Schubert
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Matthew B. Schubert
-------------------------------------
Jason D. Schubert as Co-
Trustee of the Matthew
Schubert OutSource Trust
dated November 24, 1995
-------------------------------------
Alan E. Schubert as Co-
Trustee of the Matthew
Schubert OutSource Trust
dated November 24, 1995
/s/ Matthew B. Schubert
-------------------------------------
Matthew B. Schubert as Co-
Trustee of the Jason\
Schubert OutSource Trust
dated November 24, 1995
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VOTING TRUST AGREEMENT
INITIAL SHAREHOLDERS' SIGNATURE PAGE
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date above first written.
-------------------------------------
Margaret Morelli Janisch
-------------------------------------
Louis A. Morelli as
Trustee of the
Margaret Ann Janisch
S Stock Trust dated
January 1, 1995
-------------------------------------
Matthew B. Schubert
/s/ Jason D. Schubert
-------------------------------------
Jason D. Schubert as Co-
Trustee of the Matthew
Schubert OutSource Trust
dated November 24, 1995
-------------------------------------
Alan E. Schubert as Co-
Trustee of the Matthew
Schubert OutSource Trust
dated November 24, 1995
-------------------------------------
Matthew B. Schubert as Co-
Trustee of the Jason
Schubert OutSource Trust
dated November 24, 1995
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VOTING TRUST AGREEMENT
INITIAL SHAREHOLDERS' SIGNATURE PAGE
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date above first written.
/s/ Alan E. Schubert
-------------------------------------
Alan E. Schubert as Co-
Trustee of the Jason
Schubert OutSource Trust
dated November 24, 1995
/s/ Mindi Wagner
-------------------------------------
Mindi Wagner
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VOTING TRUST AGREEMENT
COMPANY SIGNATURE PAGE
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date above first written.
OUTSOURCE INTERNATIONAL, INC.,
a Florida corporation
By: /s/ Paul M. Burrell
----------------------------------
Name: Paul M. Burrell
Title: President
Address: 1144 East Newport Center Drive
Deerfield Beach, FL 33442
Telephone: (954) 418-6200
Telecopy: (954) 418-3365
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VOTING TRUST AGREEMENT
TRUSTEES' SIGNATURE PAGE
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date above first written.
/s/ Paul M. Burrell
-----------------------------------------
Paul M. Burrell
Address: 1144 East Newport Center Drive
Deerfield Beach, FL 33442
Telephone: (954) 418-6200
Telecopy: (954) 418-3365
/s/ Richard J. Williams
-----------------------------------------
Richard J. Williams
Address: Sixty State Street
21st Floor
Boston, MA 02109
Telephone: (617) 557-6000
Telecopy: (617) 557-6020
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Schedule 1
Initial Shareholders
Name Address Shares Held
---- ---------------------------- ------------
Alan E. Schubert 305 North Victoria Park Road 2,202,602
Ft. Lauderdale, FL 33301
Louis A. Morelli 1807 Belter Court 1,092,561
Geneva, IL 60134
Raymond S. Morelli 1807 Belter Court 402,255
Geneva, IL 60134
Louis J. Morelli 1800 Belter Court 315,749
Geneva, IL 60134
Margaret Ann Morelli Janisch 1816 Belter Court 404,310
Geneva, IL 60134
Matthew B. Schubert 1529 Windy Hill Road 86,394
Northbrook, IL 60062
Mindi Wagner 395 Oakcreek Drive 86,763
#6-407
Wheeling, IL 60090
Lawrence H. Schubert Revocable 7500 Fenwick Place 783,123
Trust dated August 25, 1995 Boca Raton, FL 33496
Nadya I. Schubert Revocable Trust 7500 Fenwick Place 783,123
dated August 25, 1995 Boca Raton, FL 33496
Louis J. Morelli S-Stock Trust 1800 Belter Court 86,507
dated January 1, 1995 Geneva, IL 60134
Margaret Ann Janisch S-Stock 1816 Belter Court 86,948
Trust dated January 1, 1995 Geneva, IL 60134
Jason Schubert OutSource Trust 1122 N. Clark 481,092
dated November 24, 1995 Apt. 2809
Chicago, IL 60610
Matthew B. Schubert OutSource 1529 Windy Hill Road 394,698
Trust dated November 24, 1995 Northbrook, IL 60062