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EXHIBIT 10.22
EXECUTION COPY
▇▇▇▇▇▇▇ FAMILY
VOTING TRUST AGREEMENT
FOR MEDIANEWS GROUP, INC.
This Agreement is made as of January 31, 2000 by and between (i)
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, individually, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, individually, as Custodian
under the Uniform Gift to Minors Act (UGMA") for ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, subject to
the ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Irrevocable Trust, and as Trustee under the ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Irrevocable Trust and the ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Irrevocable Trust, ▇▇▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇, individually, as Custodian for ▇▇▇▇▇ ▇▇▇▇▇▇, under the UGMA, subject to
the ▇▇▇▇▇ ▇▇▇▇▇▇ Irrevocable Trust, as Custodian under the UGMA for ▇▇▇▇▇▇
▇▇▇▇▇▇, subject to the ▇▇▇▇▇▇ ▇▇▇▇▇▇ Irrevocable Trust and as Trustee under the
Chipeta ▇▇▇▇▇▇ Irrevocable Trust, the ▇▇▇▇▇ ▇▇▇▇▇▇ Irrevocable Trust and the
▇▇▇▇▇▇ ▇▇▇▇▇▇ Irrevocable Trust, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, individually, as Trustee for
the ▇▇▇▇▇▇▇ Family 1987 Trust (for the benefit of ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇
▇▇▇▇▇▇) and as Trustee for The ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Irrevocable Trust (for the
benefit of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇) and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇, (collectively referred to
as the "Shareholders") and (ii) ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ as voting trustee hereunder
(hereinafter referred to as the "Voting Trustee").
WITNESSETH:
WHEREAS, the Shareholders are the respective owners of in the aggregate
of One Million Seventy Thousand Three Hundred Eighty Five (1,070,385) shares of
Class A Common Stock of MediaNews Group, Inc., a Delaware corporation (the
"Company").
WHEREAS, the Shareholders believe it to be in their best interests to
unite the voting powers held by them as shareholders of the Company and to
assign, transfer and vest the same in the hands of the Voting Trustee; and
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WHEREAS, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ has agreed to serve as Voting Trustee with
respect to the Shareholders' Stock;
NOW, THEREFORE, it is agreed between the parties as follows:
1 . Voting Trust Agreement. Copies of this Voting Trust Agreement shall
be filed in the principal office of the Company at ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and in the registered office of the Company in the State of
Delaware and shall be open to the inspection of any stockholder of the Company,
as well as any beneficiary of the trust under this Agreement, daily during
business hours. All Voting Trust Certificates issued as hereinafter provided
shall be issued, received, and held subject to all of the terms of this
Agreement. Each of the Shareholders shall be entitled to receive a Voting Trust
Certificate representing the Stock held by each Shareholder, and all transferees
and assigns of each of the Shareholders, upon accepting Voting Trust
Certificates issued hereunder, shall be bound by the provisions of this
Agreement.
2. Transfer of Stock Shares to Trustee.
(a) Prior to the execution of this Agreement, the Shareholders, or
their predecessors in interest, did deposit with the Voting Trustee certificates
of various shares of common stock of the Company (then known as Affiliated
Newspapers Investments, Inc.) under the predecessor to this Agreement, the
▇▇▇▇▇▇▇ Family Voting Trust Agreement For Affiliated Newspapers Investments,
Inc. dated as of May 30, 1999. Pursuant to the terms of the Company's Amended
and Restated Certificate of Incorporation, as in effect on May 19, 1999, those
previously deposited certificates automatically converted as of that date into
One Million Seventy Thousand Three Hundred Eighty Five shares of Class A Common
Stock of this Company, and a new share certificate evidencing the
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same has previously been issued in the name of the Voting Trustee, on behalf of
each of the Shareholders. The Voting Trustee holds that new share certificate
subject to the terms of this Agreement and promptly following execution of this
Agreement by each of the Shareholders shall forthwith issue and deliver to each
of the Shareholders a Voting Trust Certificate representing and evidencing the
number of shares of the Company's Class A Common Stock which each of the
Shareholders is deemed to have owned beneficially as of May 19, 1999.
(b) The Voting Trustee hereunder shall be ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and the
Company's stock certificate for One Million Seventy Thousand Three Hundred
Eighty Five shares of its Class A Common Stock has been, as provided aforesaid,
issued to and is currently held by the Voting Trustee in the name of "▇▇▇▇ ▇.
▇▇▇▇▇▇▇ as Voting Trustee."
3. Voting Trust Certificate. Each Voting Trust Certificate shall be in
the form attached as Exhibit A to this Agreement.
4. Transfer of Certificates. The Voting Trust Certificates shall be
transferable at the office of the Voting Trust, c/o MediaNews Group, Inc., ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the registered owner thereof.
The Trustee may treat the registered holder of the Voting Trust Certificate as
the owner thereof for all purposes whatsoever, but she shall not be required to
deliver stock certificates hereunder without the surrender of such Voting Trust
Certificates.
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5. Dividends.
(a) Prior to the Termination of this Agreement, the holder of each
Voting Trust Certificate shall be entitled to receive payments equal to the cash
dividends, if any, received by the Voting Trustee upon a like number and class
of shares of capital stock of the Company as is called for by each such Voting
Trust Certificate. If any dividend in respect of the stock deposited with the
Voting Trustee is paid, in whole or in part, in stock of the Company having
general voting powers, the Voting Trustee shall likewise hold, subject to the
terms of this Agreement, the certificates for stock which are received by it on
account of such dividend, and the holder of each Voting Trust Certificate
representing stock on which such stock 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.
(b) In lieu of receiving cash dividends upon the capital stock of the
Company and paying the same to the holders of Voting Trust Certificates pursuant
to the provisions of this Agreement, the Voting Trustee may instruct the Company
to pay such dividends directly to the holders of the Voting Trust Certificates.
Upon such instructions being given by the Voting Trustee to the Company, and
until revoked by the Voting Trustee, all liability of the Voting Trustee with
respect to such dividends shall cease.
6. Rights of Voting Trustee.
(a) The Voting Trustee shall have the right with respect to the
Shareholders' Stock to exercise in person or by their nominees or proxies, all
stockholders' voting rights and powers in respect of the Shareholders' Stock and
to take part in, or consent to any corporate or stockholders'
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action of any kind whatsoever. The right to vote shall include, without
limitation, the right to vote for the election of directors, in favor of or
against any resolution or proposed action which may be presented at any meeting
or require the consent of stockholders of the Company, including those
pertaining to mortgaging, creating a security interest in, or pledging all or
any part of the property of the Company, the dissolution of the Company, or the
consolidation, merger, reorganization or recapitalization of the Company.
(b) The Voting Trustee, in voting the shares of capital stock of the
Company, shall vote such stock in accordance with her best judgment, subject in
each instance to the terms of any applicable shareholders' and/or related
agreement which may from time to time be in effect.
(c) Notwithstanding the provisions of subsection (a) of this Section,
the Voting Trustee shall not exercise any rights she possesses to vote any Stock
concerning (i) the acquisition or divestiture by the Company of any newspaper or
any other business venture, (ii) the dissolution, consolidation, merger,
reorganization or recapitalization of the Company, (iii) the sale, exchange,
pledge or encumbrance of all or substantially all of the Company's assets, (iv)
amendment of the Company's Certificate of Incorporation or bylaws or (v) the
election of directors, without first conferring with and obtaining the prior
consent of the beneficial owners of at least one-half of the shares of the Stock
owned at the time of such shareholder vote by the Shareholders.
The parties intend by the foregoing, in their capacity as shareholders,
to provide a mechanism for the Voting Trustee to authorize routine actions that
customarily are presented to a corporation's shareholders for approval, while
reserving to each Shareholder the right to fully participate in certain major
decisions concerning the Company. All Shareholders and the Voting Trustee shall
act in good faith in carrying out this intention.
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7. Successor Voting Trustee. The Trustee (and any successor trustee)
may at any time resign by mailing to the registered holders of Voting Trust
Certificates a written resignation, to take effect ten days thereafter, or upon
the prior acceptance thereof. Upon the death, incapacity or unwillingness to act
of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, or upon her resignation as Voting Trustee, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
shall become successor Voting Trustee for ▇▇▇▇ ▇. ▇▇▇▇▇▇▇. Upon the death,
incapacity or unwillingness to act of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, or upon her resignation
as Voting Trustee, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ shall become successor Voting Trustee for
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇.
8. Term.
(a) The Voting Trust created by this Agreement shall continue in effect
until January 31, 2010 (subject to extension as hereinafter set forth).
(b) At any time within two years prior to January 31, 2010, or at any
time within two years prior to the time of expiration of this Agreement as
extended, one or more holders of Voting Trust Certificates hereunder may, by
agreement in writing and with the written consent of the Voting Trustee, extend
the duration of this Agreement as to them for an additional period not exceeding
ten years from the then expiration date. In the event of such extension, the
Voting Trustee shall, prior to the time of expiration, as herein above provided,
as originally fixed or as theretofore extended, as the case may be, file in the
principal office of the Company and in the registered office of the Company in
the State of Delaware, a copy of such extension agreement and of the consent
thereto, and thereupon the duration of this Agreement shall be extended for the
period fixed by such extension agreement, provided, however, that no such
extension agreement shall extend the term of
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this Agreement beyond the maximum period then permitted by applicable law or
affect the rights or obligations of persons not parties thereto.
(c) Upon the termination of this Agreement as to one or more of the
parties hereto and upon the delivery of the Voting Trust Certificates by such
parties to the Voting Trustee, such parties shall receive the number of shares
of common stock of the Company which are represented by their Voting Trust
Certificates and said transaction shall be recorded on the books of the Company.
9. Compensation and Reimbursement of Voting Trustee. The Voting Trustee
shall serve without compensation. The Voting Trustee shall have the right to
incur and pay such reasonable expenses and charges, to employ and pay such
agents, attorneys and counsel as they may deem necessary and proper for carrying
this Agreement into effect. Any such expenses or charges incurred by and due to
the Voting Trustee may be deducted from the dividends or other moneys or
property received by the Voting Trustee on the stock deposited hereunder.
Nothing herein contained shall disqualify the Voting Trustee or successor
trustees, or incapacitate them from serving the Company or any of its
subsidiaries as officer or director or in any other capacity, and in any such
capacity receiving compensation.
10. Release of Shares. At any time following the occurrence of an
initial public offering with respect to the Stock on a recognized national or
international securities exchange (an "IPO"), any of the parties hereto who are
shareholders of the Company may, subject (a) to their prior compliance with the
provisions of Section 5 of this Company's Shareholders' Agreement and (b) to
both the Company and the Remaining Shareholders (as therein defined) having
failed to exercise
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the purchase options provided them under Section 5.03(a) or 5.03(b) thereof,
upon written notice to the Trustees during the third (30) day period immediately
following the expiration of the ten (10) day option period specified in Section
5.3(b), elect to withdraw from this Trust the shares of Stock offered the
Company and the Remaining Shareholders. Moreover, if at any time hereafter the
Company shall acquire ownership of any shares subject to this Agreement, the
Company may, upon its so doing, elect to withdraw from this Trust those shares.
11. Notice.
(a) Unless otherwise in this Agreement specifically provided, any
notice to or communication with or on behalf of the holders of the Voting Trust
Certificates hereunder shall be deemed to be sufficiently given or made if
mailed, first-class, postage prepaid, if addressed as follows:
To ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
To ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
To ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇, ▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
To ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
To ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Every notice so given shall be effective, whether or not received, and the date
of mailing shall be the date such notice is deemed given for all purposes.
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(b) Any notice to the Voting Trustee hereunder may be mailed,
first-class, postage prepaid, and sent by registered mail to the Voting Trustee,
addressed to her at such address as may from time to time be furnished in
writing to the Company by the Voting Trustee, and if no such address has been
furnished by the Voting Trustee, then to the Voting Trustee in care of the
Company.
(c) All distributions of cash, securities, or other property hereunder
by the Voting Trustee to the holders of Voting Trust Certificates may be made,
in the discretion of the Voting Trustee, by mail (regular or registered mail, as
the Trustee may deem available), in the same manner as hereinabove provided for
the giving of notices to the holders of Voting Trust Certificates.
12. Counterpart. This Agreement may be executed in one or more
counterparts and by facsimile signatures, each of which shall be deemed to be an
original, and all of which taken together shall be deemed to be one and the
same-instrument.
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IN WITNESS WHEREOF, the parties have signed and sealed this Agreement,
effective January 31, 2000.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇
-----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, individually, as
Custodian for ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and as
Trustee under the ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Irrevocable Trust and the ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ Irrevocable Trust
/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, individually, as
Custodian for Katya and ▇▇▇▇▇▇ ▇▇▇▇▇▇,
and as Trustee under the Chipeta ▇▇▇▇▇▇
Irrevocable Trust, the ▇▇▇▇▇ ▇▇▇▇▇▇
Irrevocable Trust and the ▇▇▇▇▇▇ ▇▇▇▇▇▇
Irrevocable Trust
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, individually, as
Trustee for the ▇▇▇▇▇▇▇ Family 1987
Trust (for the benefit of ▇▇▇▇ ▇▇▇▇▇▇
and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇), as Trustee for The
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Irrevocable Trust (for
the benefit of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇) and as
Voting Trustee under this Agreement
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EXHIBIT A
MEDIANEWS GROUP, INC.
A DELAWARE CORPORATION
VOTING TRUST CERTIFICATE
Certificate No. ______ for _________________ (_______) shares.
This certifies that _____________________ is the beneficial owner of
________ shares of the Class A Common Stock of MediaNews Group, Inc., a Delaware
corporation (the "Company"), which have been deposited with the Voting Trustee
hereinafter named, under the ▇▇▇▇▇▇▇ Family Voting Trust Agreement for MediaNews
Group, Inc. dated as of January 31, 2000, between ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and certain
shareholders of the Company. The original of said Voting Trust Agreement is on
file with the Voting Trustee. A copy of said Voting Trust Agreement is on file
in the registered office of the Company in the State of Delaware, and additional
copies thereof may be obtained upon request from the Voting Trustee. This
certificate has been issued pursuant to and subject to said Voting Trust
Agreement and represents said shareholder-depositor's beneficial interest in
said Voting Trust. This Certificate is transferable only on the books of the
Voting Trustee by the registered holder either in person or by attorney duly
authorized on surrender hereof, and until so transferred, the Voting Trustee
shall treat the registered holder as the owner thereof for all purposes.
The holder of this Voting Trust Certificate takes the same subject to
all the terms and conditions of the aforesaid Voting Trust Agreement, and
becomes a party to said Voting Trust Agreement and is entitled to the benefits
thereof.
IN WITNESS WHEREOF, the Voting Trustee has caused this Certificate to
be signed this _______ day of _______________, 20____.
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Voting Trustee
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(Form of Assignment):
For value received ______________________________ hereby assigns the
within certificate, and all rights and interests represented thereby, to
________________________ and appoints ______________________ attorney to
transfer this certificate on the books of the Trustee mentioned therein, with
full power of substitution.
DATED:
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In presence of:
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