EXHIBIT (c)(2)
STOCKHOLDERS AGREEMENT
STOCKHOLDERS AGREEMENT, dated as of September 11, 1997, among The Hain
Food Group, Inc., a Delaware corporation ("Parent"), Hain Acquisition Corp., a
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Delaware corporation and a wholly owned subsidiary of Parent (the "Purchaser"),
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and the Stockholders of Westbrae Natural, Inc., a Delaware corporation (the
"Company"), set forth on the signature page hereto (collectively referred to
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herein as the "Stockholders" and each, a "Stockholder").
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W I T N E S S E T H:
WHEREAS, concurrently with the execution and delivery of this
Agreement, Parent, the Purchaser and the Company have entered into an Agreement
and Plan of Merger (as such Agreement may hereafter be amended from time to
time, the "Merger Agreement"), pursuant to which Purchaser will be merged with
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and into the Company (the "Merger");
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WHEREAS, in furtherance of the Merger, Parent and the Company desire
that as soon as practicable (and not later than five business days) after the
execution and delivery of the Merger Agreement, the Purchaser shall commence a
cash tender offer (the "Offer") to purchase at a price of $3.625 per share all
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outstanding shares of Company Common Stock (as defined in Section 1 hereof); and
WHEREAS, as an inducement and a condition to entering into the Merger
Agreement, Parent has required that the Stockholders agree, and the Stockholders
have agreed, to enter into this Agreement;
NOW, THEREFORE, in consideration of the foregoing and the mutual
representations, warranties, covenants and agreements contained herein, the
parties hereto agree as follows:
1. Definitions. For purposes of this Agreement:
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(a) "Acquisition Proposal" shall mean a Takeover Proposal (as defined
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in the Merger Agreement) but shall exclude, for purposes of determining any
action to be taken or refrained from by any Stockholder in accordance with
this Agreement, any Superior Proposal (as defined in the Merger Agreement)
which such Stockholder, in his capacity as a director, would be required to
approve or recommend in accordance with his fiduciary duties.
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(b) "Beneficially Own" or "Beneficial Ownership" with respect to any
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securities shall mean having 'beneficial ownership' of such securities (as
determined pursuant to Rule 13d-3 under the Securities Exchange Act of
1934, as amended (the "Exchange Act")), including pursuant to any
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agreement, arrangement or understanding, whether or not in writing. Without
duplicative counting of the same securities by the same holder, securities
Beneficially Owned by a Person shall include securities Beneficially Owned
by all other Persons with whom such Person would constitute a "group" as
within the meaning of Section 13(d)(3) of the Exchange Act.
(c) "Company Common Stock" shall mean at any time the common stock,
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$.01 par value, of the Company.
(d) "Person" shall mean an individual, corporation, partnership,
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joint venture, association, trust, unincorporated organization or other
entity.
(e) Capitalized terms used and not defined herein have the
respective meanings ascribed to them in the Merger Agreement.
2. Tender of Shares.
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(a) In order to induce Parent and the Purchaser to enter into the
Merger Agreement, each of the Stockholders hereby agrees to validly tender (or
cause the record owner of such shares to validly tender), and not to withdraw,
pursuant to and in accordance with the terms of the Offer, not later than the
fifth business day after commencement of the Offer pursuant to Section 1.1 of
the Merger Agreement and Rule 14d-2 under the Exchange Act, the number of shares
of Company Common Stock set forth opposite such Stockholder's name under the
caption ''Tender Shares'' on Schedule I hereto, all of which are Beneficially
Owned by such Stockholder. Each Stockholder hereby acknowledges and agrees that
Parent's and the Purchaser's obligation to accept for payment and pay for the
Shares in the Offer, including the Shares Beneficially Owned by such
Stockholder, is subject to the terms and conditions of the Offer. The total
number of shares of Company Common Stock set forth opposite such Stockholder's
name on Schedule I under the caption ''Total Shares", and together with any
shares acquired by such Stockholder in any capacity after the date hereof and
prior to the termination of this Agreement whether upon the exercise of options
or by means of purchase, dividend, distribution, gift or otherwise, are referred
to herein as the "Shares".
(b) The transfer by the Stockholders of the Shares to Purchaser in
the Offer shall pass to and unconditionally vest in the Purchaser good and valid
title to the Tender Shares, free and clear of all Encumbrances and all
preemptive or other rights whatsoever, except for any Encumbrances or rights
arising hereunder.
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(c) The Stockholders hereby permit Parent and the Purchaser to
publish and disclose in the Offer Documents and, if approval of the Company's
Stockholders is required under applicable law, the Proxy Statement (including
all documents and schedules filed with the SEC) their identity and ownership of
the Company Common Stock and the nature of their commitments, arrangements and
understandings under this Agreement.
3. Additional Agreements.
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(a) Voting Agreement. During the Term (as defined in Section 8
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herein), each Stockholder shall, at any meeting of the holders of Company Common
Stock, however called, or in connection with any written consent of the holders
of Company Common Stock, vote (or cause to be voted) the Shares (if any) then
held of record or Beneficially Owned by such Stockholder, (i) in favor of the
Merger, the execution and delivery by the Company of the Merger Agreement and
the approval of the terms thereof and each of the other actions contemplated by
the Merger Agreement and this Agreement and any actions required in furtherance
thereof and hereof; and (ii) against any Acquisition Proposal and against any
action or agreement that would impede, frustrate, prevent or nullify this
Agreement, or result in a breach in any respect of any covenant, representation
or warranty or any other obligation or agreement of the Company under the Merger
Agreement or which would result in any of the conditions set forth in Annex A to
the Merger Agreement or set forth in Article VI of the Merger Agreement not
being fulfilled. The parties hereto agree and acknowledge that nothing in this
Section 3 or any other part of this Agreement shall be construed as requiring
any Stockholder who also is a director of the Company to propose, endorse,
approve or recommend the Merger Agreement or any transaction contemplated
thereby in such Stockholder's capacity as a director of the Company in any
manner inconsistent with his fiduciary duties as director.
(b) No Inconsistent Arrangements. Each of the Stockholders hereby
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covenants and agrees that, except as contemplated by this Agreement and the
Merger Agreement, during the Term it shall not (i) tender, or consent to any
tender of, any or all of such Stockholder's Shares, pursuant to any Acquisition
Proposal, (ii) transfer (which term shall include, without limitation, any sale,
gift, pledge or other disposition), or consent to any transfer of, any or all of
such Stockholder's Shares, Company Options or any interest therein, (iii) enter
into any contract, option or other agreement or understanding with respect to
any transfer of any or all of such Shares, Company Options or any interest
therein, (iv) grant any proxy, power-of-attorney or other authorization in or
with respect to such Shares or Company Options, (v) deposit such Shares or
Company Options into a voting trust or enter into a voting agreement or
arrangement with respect to such Shares or Company Options, or (vi) take any
other action that would in any way restrict, limit or interfere with the
performance of its obligations hereunder or the transactions contemplated hereby
or by the Merger Agreement. Without limiting the foregoing sentence, each of the
Stockholders hereby covenants and
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agrees to be bound by the provisions of Section 5.4(a) of the Merger Agreement
to the same extent as the Company.
(c) Grant of Irrevocable Proxy; Appointment of Proxy.
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(i) Each Stockholder hereby irrevocably grants to, and appoints,
Parent and ▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇ (as President and Chief Executive Officer) and
▇▇▇▇ ▇▇▇▇▇▇▇ (as Chief Financial Officer), or either of them, in their
respective capacities as officers of Parent, and any individual who shall
hereafter succeed to any such office of Parent, and each of them
individually, such Stockholder's proxy and attorney-in-fact (with full
power of substitution), for and in the name, place and stead of such
Stockholder, to vote such Stockholder's Shares, or grant a consent or
approval in respect of the Shares in favor of the various transactions
contemplated by the Merger Agreement (the "Transactions") and against any
Acquisition Proposal.
(ii) Each Stockholder represents that any proxies heretofore given in
respect of such Stockholder's Shares are not irrevocable, and that any
such proxies are hereby revoked.
(iii) Each Stockholder understands and acknowledges that Parent is
entering into the Merger Agreement in reliance upon such Stockholder's
execution and delivery of this Agreement. Each Stockholder hereby affirms
that the irrevocable proxy set forth in this Section 3(c) is given in
connection with the execution of the Merger Agreement, and that such
irrevocable proxy is given to secure the performance of the duties of such
Stockholder under this Agreement. Each Stockholder hereby further affirms
that the irrevocable proxy is coupled with an interest and may under no
circumstances be revoked. Each Stockholder hereby ratifies and confirms all
that such irrevocable proxy may lawfully do or cause to be done by virtue
hereof.
(d) Company Options. Each of the Stockholders that holds Company
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Options to acquire shares of Company Common Stock, as identified on the
signature pages hereof, shall, if requested by the Company, consent to the
cancellation of such Stockholder's Company Options in accordance with the terms
of the Merger Agreement and shall execute all appropriate documentation in
connection with such cancellation or substitution.
(e) Reasonable Efforts. Subject to the terms and conditions of this
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Agreement, each of the parties hereto agrees to use its best efforts to take, or
cause to be taken, all actions, and to do, or cause to be done, all things
necessary, proper or advisable under applicable laws and regulations to
consummate and make effective the transactions contemplated by this Agreement
and the Merger Agreement. Each party shall promptly consult with the other and
provide any necessary information and material with respect to all filings made
by such party
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with any Governmental Entity in connection with this Agreement and the Merger
Agreement and the transactions contemplated hereby and thereby.
(f) Waiver of Rights to Dissent. Each Stockholder hereby waives any
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rights of appraisal or rights to dissent from the Merger that such Stockholder
may have.
4. Representations and Warranties of the Stockholders. Each
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Stockholder hereby represents and warrants to Parent as follows:
(a) Ownership of Shares. Such Stockholder is the record and
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Beneficial Owner of the Shares, as set forth on Schedule I. On the date
hereof, the Total Shares set forth next to such Stockholder's name on
Schedule I hereto constitute all of the Shares owned of record or
Beneficially Owned by such Stockholder. Such Stockholder has sole voting
power and sole power to issue instructions with respect to the matters set
forth in Sections 2 and 3 hereof, sole power of disposition, sole power of
conversion, sole power to demand appraisal 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 Tender Shares set forth next to such Stockholder's
name on Schedule I hereto with no limitations, qualifications or
restrictions on such rights, subject to applicable securities laws and the
terms of this Agreement.
(b) Power; Binding Agreement. Such Stockholder has the legal
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capacity, power and authority to enter into and perform all of such
Stockholder's obligations under this Agreement. The execution, delivery and
performance of this Agreement by such Stockholder will not violate any
other agreement to which such Stockholder is a party including, without
limitation, any voting agreement, proxy arrangement, pledge agreement,
Stockholders agreement or voting trust. This Agreement has been duly and
validly executed and delivered by such Stockholder and constitutes a valid
and binding agreement of such Stockholder, enforceable against such
Stockholder in accordance with its terms. There is no beneficiary or holder
of a voting trust certificate or other interest of any trust of which such
Stockholder is a trustee whose consent is required for the execution and
delivery of this Agreement or the consummation by such Stockholder of the
transactions contemplated hereby.
(c) No Conflicts. Except for filings under the HSR Act, if
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applicable, and the Exchange Act, (i) no filing with, and no permit,
authorization, consent or approval of, any Governmental Entity for the
execution of this Agreement by such Stockholder and the consummation by
such Stockholder of the transactions contemplated hereby and (ii) none of
the execution and delivery of this Agreement by such Stockholder, the
consummation by such Stockholder of the transactions contemplated hereby or
compliance by such Stockholder with any of the provisions hereof shall (A)
conflict with
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or result in any breach of any organizational documents applicable to the
Stockholder, (B) result in a violation or breach of, or constitute (with or
without notice or lapse of time or both) a default (or give rise to any
third party right of termination, cancellation, material modification or
acceleration) under any of the terms, conditions or provisions of any note,
loan agreement, bond, mortgage, indenture, license, contract, commitment,
arrangement, understanding, agreement or other instrument or obligation of
any kind to which such Stockholder is a party or by which such Stockholder
or any of its properties or assets may be bound, or (C) violate any order,
writ, injunction, decree, judgment, order, statute, rule or regulation
applicable to such Stockholder or any of its properties or assets.
(d) No Encumbrances. Except as permitted by this Agreement, the
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Shares and the certificates representing such Shares are now, and at all
times during the term hereof will be, held by such Stockholder, or by a
nominee or custodian for the benefit of such Stockholder, free and clear of
all Encumbrances, proxies, voting trusts or agreements, understandings or
arrangements or any other rights whatsoever, except for any such
Encumbrances or proxies arising hereunder.
(e) No Finder's Fees. Except as set forth in the Merger Agreement,
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no broker, investment banker, financial advisor or 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 such Stockholder.
(f) Reliance by Parent. Each Stockholder understands and
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acknowledges that Parent is entering into, and causing Purchaser to enter
into, the Merger Agreement in reliance upon such Stockholder's execution
and delivery of this Agreement.
5. Representations and Warranties of Parent and the Purchaser. Each
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of Parent and the Purchaser hereby represents and warrants to the Stockholders
as follows:
(a) Power; Binding Agreement. Parent and the Purchaser each has the
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corporate power and authority to enter into and perform all of its
obligations under this Agreement. The execution, delivery and performance
of this Agreement by each of Parent and the Purchaser will not violate any
other agreement to which either of them is a party. This Agreement has been
duly and validly executed and delivered by each of Parent and the Purchaser
and constitutes a valid and binding agreement of each of Parent and the
Purchaser, enforceable against each of Parent and the Purchaser in
accordance with its terms.
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(b) No Conflicts. Except for filings under the HSR Act, if
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applicable, and the Exchange Act, (i) no filing with, and no permit,
authorization, consent or approval of, any Governmental Entity is necessary
for the execution of this Agreement by each of Parent and the Purchaser and
the consummation by each of Parent and the Purchaser of the transactions
contemplated hereby and (ii) none of the execution and delivery of this
Agreement by each of Parent and the Purchaser, the consummation by each of
Parent and the Purchaser of the transactions contemplated hereby or
compliance by each of Parent and the Purchaser with any of the provisions
hereof shall (A) conflict with or result in any breach of any
organizational documents applicable to either of Parent or the Purchaser,
(B) result in a violation or breach of, or constitute (with or without
notice or lapse of time or both) a default (or give rise to any third party
right of termination, cancellation, material modification or acceleration)
under any of the terms, conditions or provisions of any note, loan
agreement, bond, mortgage, indenture, license, contract, commitment,
arrangement, understanding, agreement or other instrument or obligation of
any kind to which either of Parent or the Purchaser is a party or by which
either of Parent or the Purchaser or any of their properties or assets may
be bound, or (C) violate any order, writ, injunction, decree, judgment,
order, statute, rule or regulation applicable to either of Parent or the
Purchaser or any of their properties or assets.
6. Further Assurances. From time to time, at the other party's
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request and without further consideration, each party hereto shall execute and
deliver such additional documents and take all such further lawful action as may
be necessary or desirable to consummate and make effective, in the most
expeditious manner practicable, the transactions contemplated by this Agreement.
7. Stop Transfer. The Stockholders shall not request that the
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Company register the transfer (book-entry or otherwise) of any certificate or
uncertificated interest representing any of the Shares, unless such transfer is
made in compliance with this Agreement. In the event of a stock dividend or
distribution, or any change in the Company Common Stock by reason of any stock
dividend, split-up, recapitalization, combination, exchange of shares or the
like, the term 'Shares' shall refer to and include the Shares as well as all
such stock dividends and distributions and any shares into which or for which
any or all of the Shares may be changed or exchanged.
8. Termination. The covenants and agreements contained herein with
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respect to the Shares shall terminate upon the earlier of the consummation of
the Merger and four months following the termination of the Merger Agreement in
accordance with its terms (the period during which this Agreement is in effect
being referred to herein as the "Term"); provided, however, in the event the
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Merger Agreement is terminated by the Company in accor-
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dance with Section 7.1(c) of the Merger Agreement, this Agreement shall
terminate on the date of termination of the Merger Agreement.
9. Miscellaneous.
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(a) Entire Agreement. This Agreement constitutes the entire
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agreement between the parties with respect to the subject matter hereof and
supersedes all other prior agreements and understandings, both written and oral,
between the parties with respect to the subject matter hereof.
(b) Binding Agreement. This Agreement and the obligations hereunder
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shall attach to the Shares and shall be binding upon any person or entity to
which legal or beneficial ownership of such Shares shall pass, whether by
operation of law or otherwise, including, without limitation, a Stockholder's
heirs, guardians, administrators or successors. Notwithstanding any transfer of
Shares, the transferor shall remain liable for the performance of all
obligations of the transferor under this Agreement.
(c) Indemnity. Each Stockholder will be indemnified under this
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Agreement to the extent such Stockholder shall be indemnified in his
capacity as a director of the Company under Section 5.8 of the Merger
Agreement; provided, in the event any action is brought against any
indemnified party for which such indemnified party seeks indemnity from
Parent or the Purchaser, Parent shall have the right to appoint counsel for
such indemnified party in such action and shall be entitled to direct the
defense thereof.
(d) Assignment. This Agreement shall not be assigned by operation of
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law or otherwise without the prior written consent of the other parties,
provided that Parent may assign, in its sole discretion, its rights and
obligations hereunder to any direct or indirect wholly owned subsidiary of
Parent, but no such assignment shall relieve Parent of its obligations hereunder
if such assignee does not perform such obligations.
(e) Amendments, Waivers, Etc. This Agreement may not be amended,
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changed, supplemented, waived or otherwise modified or terminated, except upon
the execution and delivery of a written agreement executed by the parties
hereto.
(f) Notices. All notices, requests, claims, demands and other
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communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly received if given) by hand delivery or telecopy (with a
confirmation copy sent for next day delivery via courier service, such as
Federal Express), or by any courier service, such as Federal Express, providing
proof of delivery. All communications hereunder shall be delivered to the
respective parties at the following addresses:
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If to a Stockholder: to such Stockholder's address set forth
on Schedule I hereto
If to Parent or the Purchaser: The Hain Food Group, Inc.
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: President
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇
copy to: ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq.
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇
or to such other address as the person to whom notice is given may have
previously furnished to the others in writing in the manner set forth above.
(g) Severability. Whenever possible, each provision or portion of
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any provision of this Agreement will 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 will not affect any other provision
or portion of any provision in such jurisdiction, and this Agreement will 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.
(h) Specific Performance. Each of the parties hereto recognizes and
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acknowledges that a breach by it of any covenants or agreements contained in
this Agreement will cause the other party to sustain damages for which it would
not have an adequate remedy at law for money damages, and therefore in the event
of any such breach the aggrieved party shall be entitled to the remedy of
specific performance of such covenants and agreements and injunctive and other
equitable relief in addition to any other remedy to which it may be entitled, at
law or in equity.
(i) Remedies Cumulative. All rights, powers and remedies provided
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under this Agreement or otherwise available in respect hereof at law or in
equity shall be cumulative and not alternative, and the exercise of any thereof
by any party shall not preclude the simultaneous or later exercise of any other
such right, power or remedy by such party.
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(j) No Waiver. The failure of any party hereto to exercise any
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right, power or remedy provided under this Agreement or otherwise available in
respect hereof at law or in equity, or to insist upon compliance by any other
party hereto with its obligations hereunder, and any custom or practice of the
parties at variance with the terms hereof, shall not constitute a waiver by such
party of its right to exercise any such or other right, power or remedy or to
demand such compliance.
(k) No Third Party Beneficiaries. This Agreement is not intended to
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be for the benefit of, and shall not be enforceable by, any person or entity who
or which is not a party hereto.
(l) Governing Law. This Agreement shall be governed and construed in
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accordance with the laws of the State of New York, without giving effect to the
principles of conflicts of law thereof.
(m) Jurisdiction. Each party hereby irrevocably submits to the
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exclusive jurisdiction of the Courts of the State of New York and the United
States District Court for the Southern District of New York in any action, suit
or proceeding arising in connection with this Agreement, and agrees that any
such action, suit or proceeding shall be brought only in such court (and waives
any objection based on forum non conveniens or any other objection to venue
therein). Each party hereto hereby waives any right to a trial by jury in
connection with any such action, suit or proceeding.
(n) Descriptive Headings. The descriptive headings used herein are
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inserted for convenience of reference only and are not intended to be part of or
to affect the meaning or interpretation of this Agreement.
(o) Counterparts. This Agreement may be executed in counterparts,
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each of which shall be deemed to be an original, but all of which, taken
together, shall constitute one and the same Agreement.
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IN WITNESS WHEREOF, Parent, the Purchaser and the Stockholders have
caused this Agreement to be duly executed as of the day and year first above
written.
PARENT
THE HAIN FOOD GROUP, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President and Chief Executive
Officer
PURCHASER
HAIN ACQUISITION CORP.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
STOCKHOLDERS
DELAWARE STATE EMPLOYEES' RETIREMENT FUND
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name:
Title:
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THE DECLARATION OF TRUST FOR THE
DEFINED BENEFIT PLANS OF ICI
AMERICAN HOLDINGS INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name:
Title:
THE DECLARATION OF TRUST FOR THE DEFINED BENEFIT
PLANS OF ICI ZENECA HOLDINGS INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name:
Title:
BACCHARIS CAPITAL, INC.
By: /s/ F. ▇▇▇▇ ▇▇▇▇▇
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Name:
Title:
PRINCETON/MONTROSE PARTNERS
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name:
Title:
SOUTHERN CALIFORNIA VENTURES II
By: /s/ ▇. ▇▇▇▇▇ Lay
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Name:
Title:
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NATURAL VENTURE PARTNERS I
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name:
Title:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇
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▇. ▇▇▇▇▇ Lay
/s/ ▇▇▇ ▇. ▇▇▇▇▇▇
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/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
/s/ F. ▇▇▇▇ ▇▇▇▇▇
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F. ▇▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ III
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▇▇▇▇▇ ▇. ▇▇▇▇▇ III
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Schedule I
Number of Shares and Company Options
Beneficially Owned
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Total Tender Company
Name of Stockholder Shares Shares Options
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Delaware State Employees' 983,940 983,940 -
Retirement Fund
The Declaration of Trust for the 231,929 231,929 -
Defined Benefit Plans of ICI
American Holdings Inc.
The Declaration of Trust for the 189,760 189,760 -
Defined Benefit Plans of ICI
Zeneca Holdings Inc.
Baccharis Capital, Inc. 702,814 702,814 -
Princeton/Montrose Partners 548,016 548,016 -
Southern California Ventures II 365,345 365,345 -
Natural Venture Partners I 351,407 351,407 -
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 1,405,629 - 20,000
▇▇▇▇▇ ▇▇▇▇▇▇ 589,155 589,155 20,000
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 351,407 - 20,000
▇. ▇▇▇▇▇ Lay 388,9126 23,571 300,000
▇▇▇ ▇. ▇▇▇▇▇▇ 85,144 85,144 20,000
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ 10,000 10,000 20,000
F. ▇▇▇▇ ▇▇▇▇▇ 702,814 - 20,000
▇▇▇▇▇ ▇. ▇▇▇▇▇ III 8,786 8,786 20,000
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 548,016 - 20,000
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 8,786 8,786 60,000
--------- -------
Total 4,098,654 520,000
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