<PAGE>
Exhibit 2.2
BLOCK DRUG COMPANY, INC. VOTING AND TENDER AGREEMENT
BLOCK DRUG COMPANY, INC. VOTING AND TENDER AGREEMENT (this
"Agreement"), dated as of October 7, 2000, among SmithKline Beecham plc, a
public limited company organized under the laws of England and Wales ("Parent"),
SB Acquisition Corp., a New Jersey corporation ("Purchaser") and each of the
shareholders of Block Drug Company, Inc., a New Jersey corporation (the
"Company"), listed on Schedule I hereto (each a "Shareholder" and, collectively,
the "Shareholders").
W I T N E S S E T H:
WHEREAS, concurrently herewith, Parent, Purchaser and the Company are
entering into an Agreement and Plan of Merger (as such agreement may hereafter
be amended from time to time, the "Merger Agreement"), pursuant to which the
Company will be merged with and into Purchaser (the "Merger"); and
WHEREAS, as an inducement and a condition to entering into the Merger
Agreement, Parent has required that the Shareholders agree, and the Shareholders
have agreed, to enter into this Agreement;
NOW, THEREFORE, in consideration of the foregoing and the mutual
premises, representations, warranties, covenants and agreements contained
herein, the parties hereto, intending to be legally bound, hereby agree as
follows:
1. DEFINITIONS. Capitalized terms used and not defined herein have the
respective meanings ascribed to them in the Merger Agreement. For purposes of
this Agreement:
(a) "COMPANY COMMON STOCK" shall mean at any time, collectively, the
Company's Class A Non-Voting Common Stock, par value $0.10 per share and the
Company's Class B Voting Common Stock, par value $0.10 per share.
(b) "BENEFICIALLY OWN" or "BENEFICIAL OWNERSHIP" with respect to any
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 agreement, arrangement
or understanding, whether or not in writing. Notwithstanding the foregoing,
securities Beneficially Owned by a Person shall not include securities which are
actually owned by other Persons but which such Person may be deemed to
Beneficially Own under Rule 13d- 3 under the Exchange Act solely because such
Person may be deemed to be part of a "group" with such other Persons as within
the meaning of Section 13(d)(3) of the Exchange Act.
<PAGE>
2. PROVISIONS CONCERNING COMPANY STOCK.
(a) Each Shareholder hereby agrees that during the period commencing on
the date hereof and continuing until the first to occur of the Effective Time or
the date on which this Agreement is terminated in accordance with Section 4
hereof, 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, such Shareholder shall vote (or cause to be voted) all shares of Company
Common Stock over which such Shareholder has voting control, whether heretofore
owned or hereafter acquired (collectively, the "Shares"), (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 transactions and
actions contemplated by the Merger Agreement (and the matters related to the
consummation thereof), and this Agreement and any actions required in
furtherance thereof and hereof; (ii) against any action or agreement that would
reasonably be expected to 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 this Agreement or that would reasonably be
expected to result in any of the conditions to the obligations of the Company
under the Merger Agreement not being fulfilled; and (iii) except as otherwise
agreed to in writing in advance by Parent, against the following actions (other
than the Merger and the transactions contemplated by the Merger Agreement): (A)
any extraordinary corporate transaction, such as a merger, consolidation or
other business combination involving the Company or its Subsidiaries; (B) a
sale, lease or transfer of a material amount of assets of the Company or its
Subsidiaries, or a reorganization, recapitalization, dissolution or liquidation
of the Company or its Subsidiaries; (C) any change in a majority of the Persons
who constitute the board of directors of the Company; (D) any change in the
present capitalization of the Company or any amendment of the Company's
Certificate of Incorporation or Bylaws; (E) any other material change in the
Company's corporate structure or business; or (F) any other action involving the
Company or its Subsidiaries which is intended, or could reasonably be expected,
to impede, interfere with, delay, postpone, or materially adversely affect the
Merger and the transactions contemplated by the Merger Agreement and this
Agreement or materially adversely affect the contemplated economic benefits to
Parent of the transactions contemplated hereby or by the Merger Agreement.
(b) Each Shareholder agrees that he or she shall promptly (but in no
event later than ten Business Days) following the commencement of the Offer
tender (or cause the holder to tender), pursuant to and in accordance with the
terms of the Offer, all of the Shares to the Purchaser at the Offer Price
subject to applicable law and SEC regulations. Shareholder shall also deliver in
connection therewith all other customary documents or instruments required to be
delivered pursuant to the terms of the Offer Documents.
(c) Shareholder agrees that, during the period from the date of this
Agreement through the Expiration Date, Shareholder shall not cause or permit any
Transfer (as defined in Section 6(b) hereof) of any of the Shares to be effected
unless each Person to which any of such Shares, or any interest in any of such
Shares, is or may be Transferred shall have: (a) executed a counterpart of this
Agreement (with such modifications as the Company may reasonably request);
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<PAGE>
and (b) agreed to hold such Shares (or interest in such Shares) subject to all
of the terms and provisions of this Agreement.
(d) Shareholder shall ensure that, during the period from the date of
this Agreement through the Expiration Date: (a) none of the Shares are deposited
into a voting trust; and (b) no proxy, power-of-attorney or other authorization
is granted, and no voting agreement or similar agreement is entered into, with
respect to any of the Shares.
(e) 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 be deemed to 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; provided, however, that notwithstanding
the foregoing, Shareholder shall be entitled to retain any cash dividend on the
Company Common Stock paid to holders of record prior to the purchase date under
the Offer in accordance with Section 6.01(b)(i) of the Merger Agreement.
3. OTHER REPRESENTATIONS, WARRANTIES AND COVENANTS. Each Shareholder
hereby represents, warrants and covenants to Purchaser as follows:
(a) OWNERSHIP OF SHARES. Such Shareholder Beneficially Owns the number
of shares of Company Common Stock set forth opposite such Shareholder's name on
Schedule I hereto. Such Shareholder has good and marketable title to all of such
Company Common Stock, free and clear of all liens, claims, options, proxies,
voting agreements and security interests, except the Family Agreements as
defined herein. Such Shareholder has sole voting power or sole power to issue
instructions with respect to the matters covered hereby, except as provided by
(i) the Stockholder's Agreement, dated as of October 31, 1985, as amended, among
the Shareholders and the other Persons named therein (the "Shareholder's
Agreement"), (ii) the Leonard Block Family Shareholders' Agreement, dated as of
April 18, 1991, as amended, among the Shareholders named therein (the "Leonard
Block Family Shareholder's Agreement"), and (iii) the Voting Trust Agreement,
dated as of January 11, 1990, as amended, among the Shareholders named therein
(the "Voting Trust Agreement," and together with the Shareholder's Agreement,
collectively the "Family Agreements").
(b) POWER; BINDING AGREEMENT. Such Shareholder has the legal capacity,
power and authority to enter into and perform all of such Shareholder's
obligations under this Agreement and to convey to Purchaser good and marketable
title to all of such Company Common Stock free and clear of all liens, claims,
options, proxies, voting requirements, and security interests. The execution,
delivery and performance of this Agreement by such Shareholder will not violate
any other agreement to which such Shareholder is a party or by which such
Shareholder or any of such Shareholder's properties or assets may be bound
including, without limitation, the Family Agreements and any other voting
agreement, shareholders agreement or voting trust and, with respect to any
Shareholder that is not a natural person, the trust agreement or other
applicable
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<PAGE>
constituent document of such Shareholder. This Agreement has been duly and
validly executed and delivered and authorized, to the extent required, by such
Shareholder and constitutes a valid and binding agreement of such Shareholder,
enforceable against such Shareholder 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 Shareholder is a trustee whose consent is required for the
execution and delivery of this Agreement or the consummation by such Shareholder
of the transactions contemplated hereby. If such Stockholder is married and such
Shareholder's Shares constitute community property, this Agreement has been duly
authorized, executed and delivered by, and constitutes a valid and binding
agreement of, such Shareholder's spouse, enforceable against such Person in
accordance with its terms. A true and complete copy of the Family Agreements has
been delivered to Parent.
(c) NO CONFLICTS. (i) No filing with, and no permit, authorization,
consent or approval of, any Governmental Entity is necessary for the execution
of this Agreement by such Shareholder and the consummation by such Shareholder
of the transactions contemplated hereby (other than filings with the SEC), and
(ii) none of the execution and delivery of this Agreement by such Shareholder,
the consummation by such Shareholder of the transactions contemplated hereby or
compliance by such Shareholder with any of the provisions hereof will (A) 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, bond, mortgage, indenture, license,
contract, commitment, arrangement, understanding, agreement or other instrument
or obligation of any kind to which such Shareholder is a party or by which such
Shareholder or any of such Shareholder's properties or assets may be bound, or
(B) violate any order, writ, injunction, decree, judgment, law, statute, rule or
regulation applicable to such Shareholder or any of such Shareholder's
properties or assets.
(d) NO ENCUMBRANCES. Except for transfers of a Shareholder's Shares
made without violation of Section 2(c), such Shareholder shall not by any action
or omission cause any Liens to attach to the Shares.
(e) RELIANCE BY PARENT. Such Shareholder understands and acknowledges
that Parent is entering into the Merger Agreement in reliance upon such
Shareholder's execution and delivery of this Agreement.
(f) FURTHER ASSURANCES. From time to time, at the other party's request
and without further consideration, each party hereto shall execute and deliver,
or cause to be executed or delivered, 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.
(g) NO INCONSISTENT AGREEMENT. Such Shareholder shall not enter into
any agreement or take any other action that would restrict, limit or interfere
with the performance of such
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<PAGE>
Shareholder's obligations hereunder or the consummation of the transactions
contemplated hereby or by the Merger Agreement.
(h) PUBLICITY. Such Shareholder will consult with, and shall obtain the
prior written approval of, Parent before issuing any press release or making any
public statement with respect to this Agreement and the transactions
contemplated hereby and by the Merger Agreement; PROVIDED, HOWEVER, that nothing
herein shall prevent any such Shareholder from filing any statements or reports
required by any Governmental Entity, or as otherwise required by law.
(i) WAIVER OF APPRAISAL RIGHTS. Such Shareholder hereby irrevocably and
unconditionally waives, and agrees to prevent the exercise of, any rights of
appraisal, any dissenters' rights and any similar rights relating to the Merger
or any related transaction that such Shareholder may have directly or indirectly
by virtue of the ownership of any Shares.
(j) BEST EFFORTS. Subject to the terms of this Agreement, such
Shareholder shall 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 transaction contemplated by this Agreement.
4. TERMINATION. This Agreement shall terminate (a) in the event the
Merger Agreement is terminated in accordance with its terms upon such
termination and (b) in the event the Merger is consummated, upon the Effective
Time; PROVIDED, FURTHER, that in the event the Merger Agreement is terminated
pursuant to Section 8.01(c)(ii) or 8.01(d)(iii), this Agreement shall not
terminate until the earlier of (i) June 30, 2001 and (ii) the date in which the
Offer is terminated or withdrawn by the Parent or the Purchaser, provided that
no such termination shall relieve any party of liability for a breach hereof
prior to termination.
5. SHAREHOLDER CAPACITY. No Person executing this Agreement who is or
becomes during the term hereof a director of the Company makes any agreement or
understanding herein in his or her capacity as such director.
6. MISCELLANEOUS.
(a) ENTIRE AGREEMENT. This Agreement and the Merger Agreement
constitute the entire agreement between the parties with respect to the subject
matter hereof and supersede all other prior agreements and understandings, both
written and oral, between the parties with respect to the subject matter hereof.
(b) CERTAIN EVENTS. Each Shareholder agrees that (i) this Agreement and
the obligations hereunder shall attach to such Shareholder's Shares and shall be
binding upon any Person to which legal or beneficial ownership of such Shares
shall pass, whether by operation of law or otherwise, including, without
limitation, such Shareholder's heir, guardians, administrators or successors and
(ii) subject to Section 2(c), such Shareholder shall not sell, give, transfer,
pledge,
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<PAGE>
assign, encumber, grant a security interest in, or otherwise dispose of (whether
by operation of law or otherwise) ("Transfer"), or enter into any contract,
option or other arrangement with respect to the Transfer of any, of such
Shareholder's Shares or of any voting certificates such Shareholder may hold in
connection with the Family Agreements, or any right, title or interest therein
or thereto, or instruct or permit the trustees under the Family Agreements to
Transfer or enter into any contract, option or other arrangement with respect to
the Transfer of such Shareholder's Shares, unless as a condition of such
Transfer the transferee agrees in writing to be bound by the terms and
conditions of this Agreement.
(c) ASSIGNMENT. This Agreement shall not be assigned by operation of
law or otherwise by any party without the prior written consent of the other
parties, and any purported assignment in violation hereof shall be null and
void, 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.
(d) AMENDMENTS, WAIVERS, ETC. This Agreement may not be amended,
changed, supplemented, waived or otherwise modified or terminated, with respect
to, any one or more Shareholders, except upon the execution and delivery of a
written agreement executed by the relevant parties hereto; PROVIDED that
Schedule I hereto may be supplemented by Parent by adding the name and other
relevant information concerning any other shareholder of the Company who agrees
to be bound by the terms of this Agreement without the agreement of any other
party hereto, and thereafter such added shareholder shall be treated as a
"Shareholder" for all purposes of this Agreement.
(e) NOTICES. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly received if so given) by hand delivery, telegram, telex
or facsimile, or by mail (registered or certified mail, postage prepaid, return
receipt requested) 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:
If to Shareholders: At the addresses and facsimile numbers set
forth on Schedule I hereto
If to Company: Block Drug Company, Inc.
257 Cornelison Avenue
Jersey City, NJ 07302-9988
Attention: General Counsel
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<PAGE>
Copy to: Fulbright & Jaworski L.L.P.
666 Fifth Avenue
New York, NY 10103
Attention: William Bush, Esq.
If to Parent: SmithKline Beecham plc
One New Horizon Court
Brentford, Middlesex TW8 9EP
England
Attention: General Counsel
Copy to: Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10004
Attention: James F. Munsell
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.
(f) SEVERABILITY. Whenever possible, each provision or portion of 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.
(g) SPECIFIC PERFORMANCE. Each of the parties hereto recognizes and
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 each of the
parties hereto agrees that 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.
(h) REMEDIES CUMULATIVE. All rights, powers and remedies provided 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.
(i) NO WAIVER. The failure of any party hereto to exercise any right,
power or remedy provided under this Agreement or otherwise available in respect
hereof at law or in equity,
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<PAGE>
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.
(j) NO THIRD PARTY BENEFICIARIES. This Agreement is not intended to be
for the benefit of, and shall not be enforceable by, any Person who or which is
not a party hereto.
(k) GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without giving effect to the
principles of conflicts of law thereof.
(l) JURISDICTION. Any suit, action or proceeding seeking to enforce any
provision of, or based on any matter arising out of or in connection with, this
Agreement or the transactions contemplated hereby shall be brought exclusively
in the United States District Court for the Southern District of New York, and
each of the parties hereby expressly submits to the jurisdiction and venue of
such court (and of the appropriate appellate courts therefrom) in any such suit,
action or proceeding and irrevocably waives, to the fullest extent permitted by
law, any objection that it may now or hereafter have to the laying of the venue
of any such suit, action or proceeding in any such court or that any such suit,
action or proceeding brought in any such court has been brought in an
inconvenient forum. Process in any such suit, action or proceeding may be served
on any party anywhere in the world, whether within or without the jurisdiction
of any such court. Without limiting the foregoing, each party irrevocably
consents to the service of process in any of the aforementioned courts in any
such suit, action or proceeding by the mailing of copies thereof, by registered
or certified mail, postage prepaid, to the address set forth or referred to in
Section 6(e), such service to become effective 10 days after mailing.
(m) DESCRIPTIVE HEADINGS. The descriptive headings used herein are
inserted for convenience of reference only and are not intended to be part of or
to affect the meaning or interpretation of this Agreement.
(n) COUNTERPARTS. This Agreement may be executed in counterparts, 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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<PAGE>
IN WITNESS WHEREOF, Parent, Purchaser and each Shareholder have caused
this Agreement to be duly executed as of the day and year first above written.
SMITHKLINE BEECHAM PLC
By: /s/ John B. Ziegler
-----------------------------
Name: John B. Ziegler
Title: Attorney-in-Fact
SB ACQUISITION CORP.
By: /s/ John B. Ziegler
-----------------------------
Name: John B. Ziegler
Title: Chairman
SHAREHOLDERS:
VOTING TRUST AGREEMENT DATED
AS OF JANUARY 11, 1990, AS AMENDED
By: /s/ James A. Block
-----------------------------
James A. Block, Trustee
/s/ Thomas R. Block
--------------------------------------------
Thomas R. Block, as representative under the
Leonard Block Family Shareholders'
Agreement, dated as of April 18, 1991, as
amended
<PAGE>
TRUST U/L/W OF MELVIN A. BLOCK
F/B/O JAMES A. BLOCK
By: /s/ James A. Block
-----------------------------
James A. Block, Trustee
TRUST U/A/T DATED DECEMBER 13,
1961 F/B/O JAMES A. BLOCK
By: /s/ James A. Block
-----------------------------
James A. Block, Trustee
/s/ James A. Block
-----------------------------
James A. Block, Individually
PV BLOCK FAMILY LLC
/s/ James A. Block
-----------------------------
By: James A. Block
Title: Managing Member
/s/ Peter Block
-----------------------------
Peter Block, Individually
TRUST U/L/W OF MELVIN A. BLOCK
F/B/O SUSAN B. STEARNS
By: /s/ James A. Block
-----------------------------
James A. Block, Trustee
<PAGE>
TRUST U/I/T DATED AUGUST 7, 1957
F/B/O THOMAS BLOCK
By: /s/ Thomas Block
-----------------------------
Thomas Block, Trustee
By: /s/ Peggy B. Danziger
-----------------------------
Peggy B. Danziger, Trustee
LEONARD & ADELE BLOCK,
GRANDCHILDREN'S TRUST "B"
By: /s/ Thomas R. Block
-----------------------------
Thomas R. Block, Trustee
By: /s/ Peggy B. Danziger
-----------------------------
Peggy B. Danziger, Trustee
LEONARD BLOCK TRUST
By: /s/ Thomas R. Block
-----------------------------
Thomas R. Block, Trustee
ADLEN CORPORATION
/s/ Thomas R. Block
-----------------------------
By: Thomas R. Block
Title: Treasurer
<PAGE>
/s/ Leonard Block
-----------------------------
Leonard Block, by Thomas R. Block as
Attorney-in-Fact
TRUST U/I/T DATED AUGUST 7, 1957
F/B/O PEGGY DANZIGER
By: /s/ Peggy B. Danziger
-----------------------------
Peggy B. Danziger, Trustee
By: /s/ Michael P. Danziger
-----------------------------
Michael P. Danziger, Trustee
/s/ Peggy B. Danziger
-----------------------------
Peggy B. Danziger, Individually
/s/ Michael P. Danziger
-----------------------------
Michael P. Danziger, Indvidually
TRUST U/I/T DATED MAY 22, 1981 F/B/O
JONATHAN F. BLOCK
By: /s/ Thomas R. Block
-----------------------------
Thomas R. Block, Trustee
By: /s/ Marilyn Friedman
-----------------------------
Marilyn Friedman, Trustee
<PAGE>
TRUST U/I/T DATED FEBRUARY 9, 1983
F/B/O ALISON D. BLOCK
By: /s/ Thomas R. Block
-----------------------------
Thomas R. Block, Trustee
By: /s/ Marilyn Friedman
-----------------------------
Marilyn Friedman, Trustee
/s/ Marilyn Friedman
-----------------------------
Marilyn Friedman, Individually and as
Custodian under N.Y. State Gifts to Minors
Act for Alison D. Block and for Jonathan F.
Block
TRUST U/A/T DATED 12/13/61 F/B/O
SUSAN B. STEARNS
By: /s/ James A. Block
-----------------------------
James A. Block, Trustee
<PAGE>
SCHEDULE I
TO
BLOCK DRUG COMPANY, INC. VOTING AGREEMENT
BENEFICIAL OWNERSHIP OF CLASS B COMMON STOCK
NAME, ADDRESS AND FACSIMILE NUMBER OF SHAREHOLDER NUMBER OF SHARES
Thomas R. Block, as representative under the Leonard 4,335,686
Block Family Shareholders' Agreement, dated as
of April 18, 1991, as amended.(1)
James A. Block, (2) as trustee under the Voting Trust 4,335,686
Agreement, dated as of January 11, 1990, as amended.
--------
(1) The Leonard Block Family Shareholders' Agreement, dated April 18, 1991, as
amended applies to all shares held under: (i) the Leonard Block Trust, (ii) the
Trust U/I/T dated 8/7/57 F/B/O Thomas Block and (iii) Trust the U/I/T dated
8/7/57 F/B/O Peggy Danziger.
(2) 920 Fifth Avenue
New York, NY 10021
(201) 233-6124
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<PAGE>
BENEFICIAL OWNERSHIP OF CLASS A COMMON STOCK
<TABLE>
<CAPTION>
NAME, ADDRESS AND FACSIMILE NUMBER OF SHAREHOLDER NUMBER OF SHARES
<S> <C>
Adlen Corporation 833,401
Leonard Block Trust 69,146
Leonard Block 270,189
Trust U/I/T dtd 8/7/57
F/B/O Thomas Block 2,031,614
Leonard & Adele Block
Grandchildren's Trust "B" 147,144
Trust U/I/T dtd 5/22/81 F/B/O
Jonathan F. Block 90,162
Trustees U/I/T dtd 2/9/83 F/B/O
Alison D. Block 90,751
Marilyn Friedman, as Custodian Under
N.Y. State Uniform Gifts to
Minors Act for Jonathan F. Block 25,901
Marilyn Friedman, as Custodian Under
N.Y. State Uniform Gifts to
Minors Act for Alison D. Block 19,132
Trust U/I/T dtd 8/7/57 F/B/O Peggy Danziger 1,039,998
Peggy B. Danziger 78,826
Michael P. Danziger 68,216
Marilyn Friedman 27,733
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Trust U/L/W of Melvin A. Block
F/B/O James A. Block 981,147
Trust U/A/T dated 12/13/61 F/B/O
James A. Block 189,304
James A. Block 125
Peter Block 78
Trust U/L/W of Melvin A. Block
F/B/O Susan B. Stearns 1,192,635
Trust U/A/T dated 12/13/61
F/B/O Susan B. Stearns 192,767
PV Block Family LLC 182,000
</TABLE>
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