SCHEDULE 13D
(RULE 13d-101)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a)
and Amendments Thereto Filed Pursuant to Rule 13d-2(a)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Under the Securities Exchange Act of 1934
(Amendment No. 1)
JLM INDUSTRIES, INC.
--------------------
(Name of Issuer)
COMMON STOCK
----------------------------
(Title of Class of Securities)
46621D 10 3
-------------
(CUSIP Number)
RICHARD M. LEISNER, ESQ.
TRENAM, KEMKER, SCHARF,
BARKIN, FRYE, O'NEILL & MULLIS
2700 BARNETT PLAZA
TAMPA, FLORIDA 33602
813-223-7474
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
FEBRUARY 18, 2000*
------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
*Although the definitive documentation relating to the transfer was previously
executed in December 1999 and the effective date of such documents is as of
September 17, 1999, issues related to the divorce proceedings between the
Reporting Person and Derry B. Macdonald have delayed the filing of the
definitive documentation with the appropriate Florida court, which is desirable
to ensure that such documentation is fully effective. The parties intended to
file Schedule 13Ds upon the filing of such documents with the Florida court.
Because of the delays, the above date is the date securities counsel for the
parties agreed to file appropriate Schedule 13Ds, pending resolution of any
remaining issues in the divorce proceedings. It is currently expected that the
definitive documentation will be filed with the Florida court in the near
future.
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
NOTE: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See
Rule 13d-7(b) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act, but shall be subject to all other provisions of the Act (however, SEE
the Notes).
<PAGE>
SCHEDULE 13D
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CUSIP NO. 46621D 103 PAGE 2 OF 8 PAGES
- -------------------- -----------------
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 IRREVOCABLE TRUST CREATED UNDER AGREEMENT DATED DECEMBER 15, 1995
BETWEEN JOHN MACDONALD AS GRANTOR AND MAXWELL STOLZBERG AS TRUSTEE
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
NOT APPLICABLE
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
FLORIDA IRREVOCABLE TRUST
- --------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF SHARES -0-
BENEFICIALLY ----------------------------------------------------------
OWNED BY EACH SHARED VOTING POWER
REPORTING PERSON 8
WITH 4,096,608
-----------------------------------------------------------
SOLE DISPOSITIVE POWER
9
-0-
-----------------------------------------------------------
SHARED DISPOSITIVE POWER
10
2,596,608
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
4,096,608
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
62.19%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
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CUSIP NO. 46621D 103 PAGE 3 OF 8 PAGES
- -------------------- -----------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MAXWELL STOLZBERG AS TRUSTEE OF THE IRREVOCABLE TRUST
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
2 (b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
NOT APPLICABLE
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
U.S.A.
- --------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF SHARES -0-
BENEFICIALLY ----------------------------------------------------------
OWNED BY EACH SHARED VOTING POWER
REPORTING PERSON 8
WITH 4,099,608
-----------------------------------------------------------
SOLE DISPOSITIVE POWER
9
-0-
-----------------------------------------------------------
SHARED DISPOSITIVE POWER
10
2,599,608
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
4,099,608
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
62.23%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
- -------------------- -----------------
CUSIP NO. 46621D 103 PAGE 4 OF 8 PAGES
- -------------------- -----------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JOHN L. MACDONALD
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
2 (b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
NOT APPLICABLE
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
U.S.A.
- --------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF SHARES -0-
BENEFICIALLY ----------------------------------------------------------
OWNED BY EACH SHARED VOTING POWER
REPORTING PERSON 8
WITH 4,096,608
-----------------------------------------------------------
SOLE DISPOSITIVE POWER
9
-0-
-----------------------------------------------------------
SHARED DISPOSITIVE POWER
10
2,596,608
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
4,096,608
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
62.19%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D PAGE 5 OF 8 PAGES
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This is Amendment No. 1 to the Schedule 13D filed January 20, 1998
relating to shares of the common stock, par value $.01 per share (the "Common
Stock"), of JLM Industries, Inc. (the "Issuer") and is filed on behalf of the
Irrevocable Trust created under agreement dated December 15, 1995 between John
Macdonald as Grantor and Maxwell Stolzberg as trustee (the "Irrevocable Trust"),
Maxwell Stolzberg as Trustee of the Irrevocable Trust (the "Trustee") and John
L. Macdonald as beneficiary of the Irrevocable Trust. The Irrevocable Trust, the
Trustee, and John L. Macdonald may be referred to collectively as the "Reporting
Persons." This Amendment No. 1 describes certain dispositions of shares of the
Common Stock and related matters arising in connection with the dissolution of
the marriage of John L. Macdonald and Derry B. Macdonald, his former spouse. The
Reporting Persons hereby amend the information included in Items 4, 5, 6, and 7
of such Schedule 13D, as follows:
ITEM 4. PURPOSE OF TRANSACTION.
On or about September 17, 1999, John L. Macdonald and Derry B. Macdonald
entered into a Marital Settlement Agreement (the "Settlement Agreement")
pursuant to which the Irrevocable Trust agreed to transfer 1,500,000 shares of
the Common Stock (the "Transferred Shares") to Derry B. Macdonald.
Under the terms of the Settlement Agreement, the shares of the Common
Stock beneficially owned by the Reporting Persons became subject to a
Stockholders Voting Agreement, Irrevocable Proxy and Right of First Refusal
between John L. Macdonald, Derry Macdonald, Maxwell Stolzberg as Trustee of the
Irrevocable Trust and JLM Industries, Inc (the "Stockholders Agreement"). The
Stockholders Agreement was incorporated by reference into the Settlement
Agreement.
The terms of the Stockholders Agreement provide, among other things, that
any sale of 5,000 or more shares of the Common Stock by either Derry Macdonald
or John L. Macdonald must first be offered to the other parties to the
Stockholders Agreement.
The Stockholders Agreement also provides for the granting of an
irrevocable proxy by Derry B. Macdonald to John L. Macdonald for the purpose of
voting all of the shares of the Common Stock owned by Derry B. Macdonald. The
Stockholders Agreement further provides that all of the parties to the
Stockholders Agreement will vote shares of the Common Stock registered in their
respective names in favor of (a) the election of John L. Macdonald as a director
of the Issuer; (b) the election of such other persons as John L. Macdonald
designates for election as a director of the issuer, through and including the
annual stockholders meeting in 2009; and (c) such other matters as John L.
Macdonald shall deem best to improve the liquidity and marketability of the
Common Stock while increasing the value and yield of the Common Stock, with due
regard for all tax consequences.
The Stockholders Agreement shall continue until the earliest of (a) the
day immediately preceding the Issuer's 2009 annual stockholders meeting; (b)
termination of the Stockholders Agreement in writing by the parties; or (c) the
day John L. Macdonald ceases to be Chairman or Chief Executive Officer of the
Issuer.
On or about September 17, 1999, the Circuit Court of the Thirteenth
Judicial Circuit in and for Hillsborough County, Florida, Family Law Division
(the "Court"), entered a Final Judgment of Dissolution of Marriage that approved
and incorporated the terms of the Settlement Agreement and the Stockholders
Agreement. Subsequently, the parties executed a definitive form of the
<PAGE>
SCHEDULE 13D PAGE 6 OF 8 PAGES
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Stockholders Agreement which is expected to be filed with the Court in the near
future with the intention of making the definitive Stockholder Agreement fully
effective as of September 17, 1999.
In addition to the transactions described above, the Irrevocable Trust
and/or John L. Macdonald have, since January 20,1998, the date of the Reporting
Persons' last filed Schedule 13D, engaged in transactions that had the net
effect of reducing the Reporting Persons' beneficial ownership of the Common
Stock by 50,000 shares. These transactions were not material under Rule 13d-2(a)
of the Securities Exchange Act of 1934.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
ITEM 5(b):
As a result of the transactions described above under "Item 4.
Purpose of Transaction;" the Irrevocable Trust and John L. Macdonald
have shared voting power with respect to 4,096,608 shares, and shared
dispositive power with respect to 2,596,608 shares. The Trustee has
shared voting power with respect to 4,099,608 shares, and shared
dispositive power with respect to 2,599,608 shares.
ITEM 5(c):
See "Item 4, Purpose of Transaction."
ITEM 5(d):
Derry B. Macdonald has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of,
1,500,000 of the shares over which the Reporting Persons have shared
voting power.
ITEM 5(e):
Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
See "Item 4, Purpose of Transaction."
<PAGE>
SCHEDULE 13D PAGE 7 OF 8 PAGES
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 2. Pages 1-4 of the Irrevocable Trust Agreement dated December
15, 1995 between John L. Macdonald as Grantor and Maxwell
Stolzberg as Trustee (regarding term of Irrevocable Trust
and trustee's powers) (filed as Exhibit 1 to the Reporting
Persons' Schedule 13D, as filed with the Commission on
January 20, 1998).
Exhibit 2. Stockholders Voting Agreement, Irrevocable Proxy and Right
of First Refusal, effective as of September 17, 1999,
between John L. Macdonald, Derry Macdonald, Maxwell
Stolzberg as Trustee under an Irrevocable Trust Agreement
between John Macdonald and Maxwell Stolzberg dated December
15, 1995, and JLM Industries, Inc.
<PAGE>
SCHEDULE 13D PAGE 8 OF 8 PAGES
- -------------------------------------------------------------------------------
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated this 22nd day of February, 2000.
IRREVOCABLE TRUST CREATED UNDER
AGREEMENT DATED DECEMBER 15, 1995
BETWEEN JOHN MACDONALD AS GRANTOR
AND MAXWELL STOLZBERG AS TRUSTEE.
By: /s/ MAXWELL STOLZBERG
---------------------------
Maxwell Stolzberg, Trustee
/s/ MAXWELL STOLZBERG
-----------------------------
Maxwell Stolzberg, Trustee
/s/ JOHN L. MACDONALD
-----------------------------
John L. Macdonald
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
1. Pages 1-4 of the Irrevocable Trust Agreement dated December 15, 1995
between John L. Macdonald as Grantor and Maxwell Stolzberg as
Trustee (regarding term of Irrevocable Trust and trustee's powers)
(filed as Exhibit 1 to the Reporting Persons' Schedule 13D, as filed
with the Commission on January 20, 1998).
2. Stockholders Voting Agreement, Irrevocable Proxy and Right of First
Refusal, effective as of September 17, 1999, between John L.
Macdonald, Derry Macdonald, Maxwell Stolzberg as Trustee under an
Irrevocable Trust Agreement between John Macdonald and Maxwell
Stolzberg dated December 15, 1995, and JLM Industries, Inc.
<PAGE>
STOCKHOLDERS VOTING AGREEMENT, IRREVOCABLE PROXY
AND RIGHT OF FIRST REFUSAL
AGREEMENT made this 17th day of September 1999 by and among John L.
Macdonald (hereinafter referred to as "JLM"), Derry Macdonald (hereinafter
referred to as "DM"), Maxwell Stolzberg as Trustee under an Irrevocable Trust
Agreement between John Macdonald and Maxwell Stolzberg dated December 15, 1995
(hereinafter referred to as "MS") (the foregoing parties to this Agreement are
hereinafter referred to jointly as the "Stockholders") and JLM Industries, Inc.
(hereinafter referred to as"JLMI").
WHEREAS, the Stockholders are the owners in the aggregate of 4,097,108
shares of the issued and outstanding shares of common stock, par value $0.00 per
share (hereinafter referred to as the "Stock") of JLMI;
WHEREAS, the Stockholders deem it to be in the best interests of JLMI and
its stockholders to retain JLM as a director of JLMI and to elect directors of
JLMI who share the vision of JLM for JLMI's future; and
WHEREAS, the Stockholders desire to enter into an agreement to be
specifically enforceable against each of them pursuant to which they agree to
vote their shares of the Stock in the manner and for the purpose specified
herein;
WHEREAS, JLMI deems it in its best interest to have the right to purchase
Stock if such shares become available as a result of the desire of one of the
Shareholders to dispose of some or all of its Stock.
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the parties hereto hereby agree as follows:
1. VOTING AGREEMENT. Each of the Stockholders hereby agrees to vote all of the
Stock now or hereafter registered in his or her name in favor of the following:
(a) to elect JLM as a director of JLMI.
(b) to elect such persons as JLM designates for election as directors of JLMI at
the next annual stockholders' meeting and all future meetings through and
including the annual stockholders' meeting in 2009.
(c) to otherwise vote the Stock in such manner as JLM shall deem best to improve
the liquidity and marketability of the Stock while at the same time-increasing
its value and yield with due regard for all tax consequences.
2. IRREVOCABLE PROXY. In order to insure the voting of the Stockholders in
accordance with this Agreement, each Stockholder agrees to execute an
irrevocable proxy coupled with an interest
<PAGE>
simultaneously with the execution hereof in the form of Exhibit A attached
hereto granting to JLM the right to vote, or to execute and deliver stockholder
written consents, in respect of all Stock now owned or hereafter registered in
the name of the Stockholder. It is understood and agreed that such irrevocable
proxy relates not only to the election of directors, but to all matters which
require the vote of stockholders.
3. FUTURE CORPORATE POLICY. Without limiting the discretion of JLM, the
Stockholders acknowledge that it is their express desire to improve the
liquidity and marketability of the Stock while at the same time-increasing its
value and yield with due regard for all tax consequences.
4. CHANGES IN COMMON STOCK. In the event that subsequent to the date of this
Agreement any shares or other securities are issued on, or in exchange for, any
of the shares of the Stock held by the Stockholders by reason of any stock
dividend, stock split, consolidation of shares, reclassification, or
consolidation such shares or securities shall be deemed to be Stock for purposes
of this Agreement.
5. REPRESENTATIONS OF STOCKHOLDERS. Each Stockholder hereby represents and
warrants to each of the other Stockholders that (a) he or she owns and has the
right to vote the number of shares of the Stock set forth opposite his or her
name on Exhibit B attached hereto, (b) he or she has full power to enter into
this Agreement and has not, prior to the date of this Agreement, executed or
delivered any proxy or entered into any other voting agreement or similar
arrangement other than one which has expired or terminated prior to the date
hereof and (c) he or she will not take any action inconsistent with the purposes
and provisions of this Agreement.
6. ENFORCEABILITY. Each Stockholder expressly agrees that this Agreement shall
be specifically enforceable in any court of competent jurisdiction in accordance
with its terms against each of the parties hereto.
7. SALE OF STOCK. The Stockholders reserve the right to sell their Stock free of
this agreement at such times and in such manner as is permitted by applicable
Federal and state securities laws, provided, however, that in the event a
Stockholder desires to sell five thousand (5,000) or more shares of Stock, such
Stockholder the ("Seller") shall notify the other Stockholders and JLMI (the
"Offerees") in writing of such intention, which notice shall be deemed to be an
offer to sell the number of shares of Stock set forth in the notice. Such notice
shall be sent be fax or hand delivery, as set forth in Section 8(h) below. Any
notice sent (if by facsimile) or received (if by hand delivery) prior to 6:00
p.m. Eastern time shall be deemed to be an offer to sell at the closing price of
JLMI common stock on the day the notice is sent. Any notice sent (if by
facsimile) or received if by hand delivery after 6:00 p.m. Eastern time shall be
deemed to be an offer to sell at the closing price of JLMI common stock on the
day after notice is sent. For any notice sent (if by facsimile) or received (if
by hand delivery) prior to 6:00 p.m. Eastern time, the Offerees shall have until
6:00 p.m. Eastern time on the next business day to accept the offer. For any
notices sent (if by facsimile) or received (if by hand delivery) after 6:00 p.m.
Eastern time, the Offerees shall have until 6:00 p.m. Eastern time, the Offerees
shall have until 6:00 p.m. Eastern time on the second business day following
receipt of the notice to accept the offer. The offer may be accepted in whole or
in part, by written notice delivered by fax or hand delivery, as set forth in
Section 8(h) below, stating the number of shares of Stock to be purchased. The
closing of the sale shall be on the fifth business day following the day of the
notice. If all Offerees wish to purchase such Stock, the Stockholders shall be
given priority over JLMI. If the Offerees do not accept the offer (in whole or
in part) to the extent the offer is not
<PAGE>
accepted the Seller is free to sell shares without restriction. JLMI shall
provide all reasonably requested assistance to effectuate such sales, including
the provision of reasonably requested opinions of counsel required by its
transfer agent or any third other party, to the extent such sales are in
accordance with applicable law.
8. GENERAL PROVISIONS.
(a) All of the covenants and agreements contained in this Agreement shall be
binding upon, and enure to the benefit of, the respective parties and their
successors, assigns, heirs, executors, administrators and other legal
representatives, as the case may be.
(b) This Agreement, and the rights of the parties hereto, shall be governed by
and construed in accordance with the laws of the State of Delaware.
(c) This Agreement may be executed in one or more counterparts, each of which
will be deemed an original but all of which together shall constitute one and
the same instrument.
(d) This Agreement shall remain in effect until the first to occur of: (i) the
day immediately preceding the 2009 annual stockholders meeting; (ii) the
termination of the Agreement in writing by the Stockholders or (iii) the day the
JLM ceases to be Chairman or Chief Executive Officer of JLM or its successor
(provided, however, if the successor of JLMI is not a publicly traded company,
this Agreement shall terminate upon the closing of the transaction in which the
successor accedes to the rights of JLMI).
(e) If any provision of this Agreement shall be declared void or unenforceable
by any court or administrative board of competent jurisdiction, such provision
shall be deemed to have been severed from the remainder of this Agreement and
this Agreement shall continue in all respects to be valid and enforceable.
(f) No waivers of any breach of this Agreement extended by any party hereto to
any other party shall be construed as a waiver of any rights or remedies of any
other party hereto or with respect to any subsequent breach.
(g) Whenever the context of this Agreement shall so require, the use of the
singular number shall include the plural and the use of any gender shall include
all genders.
<PAGE>
(h) Any notices given pursuant to this Agreement shall be in writing and shall
be addressed as follows:
If to Derry B. Macdonald:
Derry B. Macdonald
1047 Royal Pass Road
Tampa, Florida 33602
Facsimile: (813) 229-0818
If to John L. Macdonald:
John L. Macdonald
JLM Industries, Inc.
8675 Hidden River Parkway
Tampa, Florida 33637
Facsimile: (813) 632-3315
IN WITNESS WHEREOF, the Stockholders have executed this Agreement as of the date
first above written.
JLM Industries, Inc. /s/ JOHN L. MACDONALD
---------------------
John L. Macdonald
/s/ DERRY B. MACDONALD
----------------------
By: /s/ JOHN L. MACDONALD Derry Macdonald
---------------------
President
/s/ MAXWELL STOLZBERG
----------------------------------------
Maxwell Stolzberg as Trustee under an
Irrevocable Trust Agreement between John
Macdonald and Maxwell Stolzberg dated
December 15, 1995
<PAGE>
[EXHIBIT A]
JLM INDUSTRIES, INC.
IRREVOCABLE PROXY
The undersigned agrees to, and hereby grants to John L. Macdonald an irrevocable
proxy pursuant to the provisions of Section 212 of the Delaware General
Corporation Law to vote, or to execute and deliver written consents or otherwise
act with respect to, all shares of capital stock (the "Stock") of JLM
Industries, Inc. (the "Corporation") now owned or hereafter acquired by the
undersigned as fully, to the same extent and with the same effect as the
undersigned might or could do under any applicable laws or regulations governing
the rights and powers of stockholders of a Delaware corporation in connection
with the election of directors of the Corporation as well as any other actions
which might be taken by stockholders as provided in a certain Stockholders
Voting Agreement, dated as of September 17, 1999, among the undersigned and
certain other stockholders of the Corporation. The undersigned hereby affirms
that this proxy is given as a condition of said voting agreement and as such is
coupled with an interest and is irrevocable. It is further understood by the
undersigned that this proxy may be exercised by John L. Macdonald for the period
beginning the date hereof and ending on the day immediately following the
Corporation's 2009 annual stockholders' meeting, unless sooner terminated in
accordance with the provisions of said voting agreement.
THIS PROXY SHALL REMAIN IN FULL FORCE AND EFFECT AND BE ENFORCEABLE AGAINST ANY
DONEE, TRANSFEREE OR ASSIGNEE OF THE STOCK OTHER THAN A SALE AS PERMITTED UNDER
THE STOCKHOLDERS VOTING AGREEMENT.
Dated this 17 day of September, 1999.
/s/ DERRY B. MACDONALD
- ------------------------
(Signature of Shareholder)
<PAGE>
[EXHIBIT B]
STOCKHOLDERS VOTING AGREEMENT, IRREVOCABLE PROXY AND RIGHT OF FIRST REFUSAL
NUMBER OF
NAME SHARES
---------------------------- ---------
Derry B. Macdonald 1,500,500
John L. Macdonald 2,596,608
Maxwell Stolzberg, Trustee 0
TOTAL SHARES 4,097,108
