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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
CMI Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Voting Class A Common Stock, par value $.10 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
125761 30 4
- --------------------------------------------------------------------------------
(CUSIP NUMBER)
John D. Robertson, 1600 Bank of Oklahoma Plaza
Oklahoma City, Oklahoma 73102 (405) 235-7000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number
of Person authorized to Receive
Notices and Communications)
November 6, 1998
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
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(b)(3) or (4), check the following box [_____].
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PAGE 2 OF 7
CUSIP NO. 125761 10 6
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
George William Swisher, Jr.
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_____]
(b) [ X ]
-----
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Source of Funds
Not Applicable
- --------------------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
items 2(d) or 2(e)
[_____]
- --------------------------------------------------------------------------------
6. Citizenship or Place or Organization
United States
- --------------------------------------------------------------------------------
7. Sole Voting Power
0
Number of ------------------------------------------------------------
Shares 8. Shared Voting Power
Beneficially
Owned by Each 2,179,931
Reporting Person ------------------------------------------------------------
9. Sole Dispositive Power
2,179,482
------------------------------------------------------------
10. Shared Dispositive Power
449
- --------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,179,931
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PAGE 3 OR 7
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[_____]
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
10.1%
- --------------------------------------------------------------------------------
14. Type of Reporting Person
IN
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PAGE 4 OF 7
The purpose of this Amendment No. 3 to the previously filed Schedule 13D is
to report that (i) the ownership of George William Swisher, Jr. in the Voting
Class A Common Stock, par value $.10 per share, of CMI Corporation (the
"Issuer") has decreased to approximately 10.1% of the shares outstanding, and
(ii) the amendment of two agreements involving Mr. Swisher and CMI Corporation.
Item 1. Security and Issuer.
Title of class of equity securities: Voting Class A Common Stock, par
value $.10 per share (the "Voting Class A Common Stock")
Issuer: CMI Corporation
Address of principal executive offices: I-40 and Morgan Road, Oklahoma
City, Oklahoma 73101.
Item 2. Identity and Background.
(a) This statement is filed by George William Swisher, Jr. a/k/a William
Swisher, a/k/a Bill Swisher.
(b) Mr. Swisher resides at 1500 Dorchester Drive, Oklahoma City, Oklahoma
73120.
(c) Mr. Swisher is Chairman of the Board of CMI Corporation, I-40 and
Morgan Road, Oklahoma City, Oklahoma 73101. Since 1964, CMI Corporation
has manufactured and marketed automated equipment for the road and heavy
construction industry.
(d) Mr. Swisher has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Mr. Swisher has not, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activity subject to, federal or state securities
laws or finding any violations with respect to such laws.
(f) Mr. Swisher is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
Not Applicable.
Item 4. Purpose of Transaction.
Except as described in Item 6 below, Mr. Swisher has no plans or proposals
which relate to or would result in (a) the acquisition by any person of
additional securities of the Issuer, or the disposition of securities of
the Issuer; (b) an
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PAGE 5 OF 7
extraordinary corporate transaction involving the Issuer or any of its
subsidiaries; (c) a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries; (d) any change in the present Board of
Directors or management of the Issuer; (e) any material change in the
present capitalization or dividend policy of the Issuer; (f) any other
material change in the Issuer's business or corporate structure; (g)
changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Issuer by any person; (h) causing a class of securities of the Issuer to be
delisted from a national securities exchange or cease to be authorized to
be quoted in an inter-dealer quotation system of a registered national
securities association; (i) a class of equity securities of the Issuer
becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Exchange Act; or (j) any action similar to any of those
enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) As of November 6, 1998, Mr. Swisher was the beneficial owner of an
aggregate of 2,179,931 shares of Voting Class A Common Stock of the Issuer
representing approximately 10.1% of the outstanding shares. Of this
amount, 1,679,482 shares are held by a revocable trust of which Mr. Swisher
is the sole trustee; 500,000 shares are held by a charitable remainder
trust of which Mr. Swisher is the sole trustee; and 449 shares are held by
a trust for the benefit of Mr. Swisher's father of which Mr. Swisher is a
co-trustee. Mr. Swisher disclaims beneficial ownership of all shares held
for the benefit of his father.
(b) Subject to the right of first refusal and tag-along rights described in
Item 6 hereof, Mr. Swisher has the sole power to dispose of 2,179,482
shares of Voting Class A Common Stock. Mr. Swisher shares the power to
vote 2,179,931 shares of Voting Class A Common Stock. As further described
in Item 6 hereof, Recovery Equity Investors, L.P. ("REI"), 901 Mariner's
Island Blvd., Suite 555, San Mateo, California 94404, shares the power to
vote all 2,179,931 of Voting Class A Common Stock beneficially owned by Mr.
Swisher. In addition, Mr. Swisher's wife, Wanda Swisher, shares the power
to vote the 449 shares held in trust for Mr. Swisher's father. Mr. Swisher
does not have the sole power to vote any shares of Voting Class A Common
Stock.
(c) None.
(d) Not Applicable.
(e) Not applicable.
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
As previously reported, pursuant to the terms of a certain Investment
Agreement, dated as of August 19, 1991, between the Issuer and REI, Mr.
Swisher was granted the right, under certain circumstances, to designate
himself for election to the Issuer's Board of Directors. On November 6,
1998 the Issuer and REI amended the Investment Agreement to provide, among
other things, that Mr. Swisher is entitled to designate himself for
election to the Issuer's Board of Directors so long as he continues to
beneficially own (with his wife, children and grandchildren) at least
1,500,000 shares of Voting Class A Common Stock.
The Investment Agreement, as amended, further provides that REI is entitled
to designate for election to the Issuer's Board of Directors one-half (
1/2) of the total number of directors then constituting the entire Board of
Directors of the Issuer; provided, however, that if REI, its affiliates,
limited partners and associates cease to beneficially own an aggregate of
at least 1,700,000 shares of Voting Class A Common Stock, REI will be
entitled to designate for election to Issuer's Board of Directors only one-
third (1/3) of the total number of directors; and, provided, further, that
if REI, its affiliates, limited partners and associates cease to
beneficially own an aggregate of at least 1,000,000 shares of Voting Class
A Common Stock, REI thereafter will be entitled to designate only one (1)
person for election to the Issuer's Board of Directors. REI's designation
rights will terminate at such time as REI, its affiliates, limited partners
and associates cease to beneficially own any shares of Voting Class A
Common Stock.
Contemporaneous with the execution of the Investment Agreement, the Issuer,
REI and Mr. Swisher and certain members of Mr. Swisher's family
(collectively, the "Swishers") entered into a certain Shareholders
Agreement (the "Shareholders Agreement"). Pursuant to the terms of the
Shareholders Agreement, the Swishers are required to vote all shares of
Voting Class A Common Stock owned by them in favor of all persons
designated by REI for election to the Issuer's Board of Directors pursuant
to the terms of the Investment Agreement. In connection therewith, the
Swishers each also granted to REI an irrevocable proxy coupled with an
interest to vote all shares of Voting Class A Common Stock owned by them
for the election to the Issuer's Board of Directors of all persons
designated by REI pursuant to the terms of the Investment Agreement.
With certain exceptions, the Swishers have also granted to REI (i) a right
of first refusal to purchase any Voting Class A Common Stock, Equity
Securities (as defined in the Shareholders Agreement) or Equity Security
Equivalents (as
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PAGE 7 OF 7
defined in the Shareholders Agreement) held by the Swishers, and (ii) tag-
along rights in the event of a sale of any Voting Class A Common Stock,
Equity Securities or Equity Security Equivalents held by the Swishers.
Between August 19, 1991 and the date hereof, several additional members of
Mr. Swisher's family have agreed to be bound by the terms of the
Shareholders Agreement, thereby agreeing to vote all shares of Voting Class
A Common Stock acquired by them after December 16, 1991 in favor of all
persons designated by REI for election to the Issuer's Board of Directors
pursuant to the terms of the Investment Agreement and granting to REI tag-
along rights, an irrevocable proxy and a right of first refusal similar to
those described above with respect to all shares of Voting Class A Common
Stock acquired by them after December 16, 1991.
Item 7. Material to be Filed as Exhibits.
1. Investment Agreement, dated August 19, 1991, between CMI Corporation
and Recovery Equity Investors, L.P. (Exhibit 1 to the Form SE filed by
Mr. Swisher on November 25, 1998 is hereby incorporated by reference.)
2. Amendment No. 1 to Investment Agreement between CMI Corporation and
Recovery Equity Investors, L.P.
3. Shareholders Agreement, dated August 19, 1991, among CMI Corporation,
Recovery Equity Investors, L.P., George William Swisher, Jr. and
certain other parties. (Exhibit 2 to the Form SE filed by Mr. Swisher
on November 25, 1998 is hereby incorporated by reference.)
4. Amendment No. 1 to Shareholders Agreement among Mr. Swisher, CMI
Corporation, Recovery Equity Investors, L.P. and certain other
parties.
5. Amendment No. 2 to Shareholders Agreement among Mr. Swisher, CMI
Corporation, Recovery Equity Investors, L.P. and certain other
parties.
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.
Date: November 24, 1998.
/s/ George William Swisher, Jr.
----------------------------------------------
George William Swisher, Jr. a/k/a Bill Swisher
a/k/a William Swisher
<PAGE>
EXHIBIT 2
AMENDMENT NO. 1 TO INVESTMENT AGREEMENT
This Amendment No. 1 to Investment Agreement (the "Amendment No. 1") is
made and entered into effective as of the 6th day of November, 1998, between
Recovery Equity Investors, L.P., a Delaware limited partnership (the
"Investor"), and CMI Corporation, an Oklahoma corporation (the "Company").
WHEREAS, effective as of August 19, 1991, the Investor and the Company
entered into that certain Investment Agreement (the "Investment Agreement")
pursuant to which, among other things, the Investor purchased from the Company
6,666,667 shares of the Company's Common Stock;
WHEREAS, the parties desire to amend the Investment Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual promises
herein made, the parties agree as follows:
1. Capitalized terms used herein and not otherwise defined herein shall
have their respective meanings as set forth in the Investment Agreement.
2. Section 4.1 of the Investment Agreement is hereby amended to read in
its entirety as follows:
"SECTION 4.1. Board Representation. From and after November 6, 1998, the
Investor shall be entitled to designate for election to the Company's Board
of Directors one-half ( 1/2) of the total number of directors then
constituting the entire Board, as such number of directors shall be fixed
from time to time pursuant to resolution adopted by the Company's Board of
Directors; provided, however, that if, after the date hereof, the Investor,
its affiliates, limited partners and associates cease to beneficially own
an aggregate of at least 1,700,000 shares of Voting Class A Common Stock,
par value $0.10 per share ("Class A Common Stock"), of the Company, the
Investor thereafter shall be entitled to designate for election to the
Company's Board of Directors only one-third (1/3) of the total number of
directors then constituting the entire Board; and, provided, further, that
if the Investor, its affiliates, limited partners and associates cease to
beneficially own an aggregate of at least 1,000,000 shares of Class A
Common Stock, the Investor thereafter shall be entitled to designate only
one (1) person for election to the Company's Board of Directors (it being
understood that such entitlement to designate one director shall terminate
at such time as the Investor, its affiliates, limited partners and
associates cease to beneficially own any shares of Class A Common Stock).
Any person designated by the Investor for election to the Company's Board
of Directors in accordance with the provisions of this Section 4.1 shall be
included in the slate of nominees
<PAGE>
recommended by such Board of Directors to the Company's shareholders for
election as directors at each applicable annual meeting of the shareholders
of the Company, and the Company shall use its best efforts to cause the
election of each such person designated by the Investor. In the event that
any designee of the Investor for election to the Company's Board of
Directors pursuant to the foregoing provisions shall cease to serve as a
director for any reason, the vacancy resulting therefrom shall be filled as
soon as practicable with a person designated by the Investor. Provided that
he continues to beneficially own (with his wife, children and
grandchildren) at least 1,500,000 shares of Class A Common Stock, Bill
Swisher shall be entitled to designate himself for election to the
Company's Board of Directors. If so designated, Mr. Swisher shall be
included in the slate of nominees recommended by the Board of Directors to
the Company's shareholders for election as directors at each applicable
annual meeting of the shareholders of the Company, and the Company shall
use its best efforts to cause the election of Mr. Swisher. Mr. Swisher is
specifically made a third party beneficiary of the two sentences
immediately preceding this sentence. In the event that (i) at any time the
designee(s) of the Investor are not elected to the Company's Board of
Directors as provided herein, or (ii) the Department of Labor through
formal or informal rules, regulations, or interpretations provides, or it
is otherwise provided through governmental or court action, that such Board
representation does not constitute the exercise of management rights of the
kind necessary to allow the Investor to continue to qualify as a venture
capital operating company under Department of Labor Regulation 2510.3-101
promulgated under ERISA, then the Investor and the Company shall use their
best efforts, upon the advice of counsel to the Investor, to ensure that
the Investor has and is permitted to exercise the minimum amount of such
management rights to continue to qualify as a venture capital operating
company; provided, however, that in no event shall the Investor be entitled
under this Section 4.1 to designate for election to the Board of Directors
a number of persons greater than that set forth in the first sentence of
this Section 4.1. The number and type of securities which the Investor, its
affiliates, limited partners and associates (or Bill Swisher, his wife,
children and grandchildren, as the case may be) are required to
beneficially own to be afforded the right to designate persons for election
to the Company's Board of Directors shall be appropriately adjusted to
reflect any stock split, reverse stock split, stock dividend,
recapitalization or similar action. The parties acknowledge and agree that,
for purposes of determining the number of shares of Class A Common Stock or
other securities of the Company beneficially owned by the Investor's
limited partners, only those shares distributed by the Investor to the
limited partners shall be considered."
2
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3. The parties acknowledge and agree that, for purposes of Section 4.1,
Tom Engelsman shall be deemed to be a designee of the Investor.
4. Except as specifically provided herein, the terms and provisions of
the Investment Agreement shall remain unchanged and in full force and effect.
This Amendment No. 1 may be executed in any number of counterparts, all of which
taken together shall constitute one and the same amendatory instrument. This
Amendment No. 1 shall be governed by and construed in accordance with the
internal laws of the State of New York without regard to the principles of
conflicts of laws.
IN WITNESS WHEREOF, the parties hereto have executed below.
RECOVERY EQUITY INVESTORS, L.P., a
Delaware limited partnership
By: Recovery Equity Partners, L.P., its General
Partner
By: /s/ Joseph J. Finn-Egan
--------------------------------------
Joseph J. Finn-Egan, General Partner
By: /s/ Jeffrey A. Lipkin
--------------------------------------
Jeffrey A. Lipkin, General Partner
CMI CORPORATION, an Oklahoma corporation
By: /s/ Bill Swisher
-------------------------------------
Bill Swisher, Chairman of the Board
3
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EXHIBIT 4
AMENDMENT NO. 1
TO
SHAREHOLDERS AGREEMENT
AMENDMENT NO. 1 TO SHAREHOLDERS AGREEMENT, dated as of August 19, 1991, by
and between RECOVERY EQUITY INVESTORS, L.P., a Delware limited partnership (the
"Investor"), CMI CORPORATION, an Oklahoma corporation (the "Company"), GEORGE
WILLIAM SWISHER, JR., the Chairman of the Board, Chief Executive Officer and a
shareholder of the Company ("Bill Swisher"), and each of the other individuals
or entities whose names appear on the signature pages hereto (Bill Swisher and
each such other individual or entity, individually, a "Shareholder" and
collectively, the "Shareholders").
WHEREAS, the parties hereto are parties to that certain Shareholders
Agreement, dated as of August 19, 1991 (the "Shareholders Agreement"); and
WHEREAS, the parties hereto desire to amend the Shareholders Agreement by
clarifying the definition of "Share" as used in Section 4 thereof.
NOW, THEREFORE, the parties hereto agree as follows:
1. Capitalized terms used herein and not otherwise defined herein shall
have their respective meanings as set forth in the Shareholders Agreement.
2. Section 4 of the Shareholders Agreement is hereby amended by adding a
new paragraph (d) to read in its entirety as follows:
"(d) For purposes of this Section 4, the term "Shares" shall include
any Equity Securities issued in respect of any stock split, reverse stock
split, stock dividend, recapitalization or similar action affecting the
Shares or any such other Equity Securities."
3. Except as specifically provided herein, the terms and provisions of
the Shareholders Agreement shall remain unchanged and in full force and effect.
This Amendment No. 1 may be executed in any number of counterparts, all of which
taken together shall constitute one and the same amendatory instrument, and any
of the parties hereto may execute this Amendment No. 1 by signing any such
counterpart. This Amendment No. 1 shall be governed by, and construed in
accordance with, the laws of the State of New York without regard to principles
of conflicts of law.
<PAGE>
RECOVERY EQUITY INVESTORS,L.P.
By /s/ Joseph J. Finn-Egan
-------------------------------------
Name: Joseph J. Finn-Egan
Title: General Partner
By /s/ Jeffrey A. Lipkin
-------------------------------------
Name: Jeffrey A. Lipkin
Title: General Partner
CMI CORPORATION
By
-------------------------------------
Name:
Title:
/s/ George William Swisher, Jr.
-----------------------------------------
George William Swisher, Jr.
a/k/a Bill Swisher, a/k/a
William Swisher
/s/ George William Clark Swisher III
-----------------------------------------
George William Clark Swisher III
/s/ Thane Allison Swisher
-----------------------------------------
Thane Allison Swisher
<PAGE>
EXHIBIT 5
AMENDMENT NO. 2 TO SHAREHOLDERS AGREEMENT
This Amendment No. 2 to Shareholders Agreement (the "Amendment No. 2") is
made and entered into effective as of the 6th day of November, 1998, between and
among Recovery Equity Investors, L.P., a Delaware limited partnership (the
"Investor"), CMI Corporation, an Oklahoma corporation (the "Company"), George
William Swisher, Jr., the Chairman of the Board and a shareholder of the Company
("Bill Swisher"), and each of the other individuals or entities whose names
appear on the signature pages hereto (Bill Swisher and each such other
individual or entity, individually, a "Shareholder" and collectively, the
"Shareholders").
WHEREAS, the parties hereto are parties to or otherwise bound by that
certain Shareholders Agreement, dated as of August 19, 1991 and as amended by
that certain Amendment No. 1 to Shareholders Agreement (collectively, the
"Shareholders Agreement").
WHEREAS, contemporaneously herewith, the Investor and the Company have
amended the terms of a certain Investment Agreement, dated as of August 19, 1991
(the "Investment Agreement"), through the execution and delivery of a certain
Amendment No. 1 to the Investment Agreement (the "Amendment"), a copy of which
Amendment is attached hereto as Exhibit "A"; and
WHEREAS, as a result of the amendment of the Investment Agreement, the
parties believe that it is necessary and desirable to further amend the
Shareholders Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual promises
herein made, the parties agree as follows:
1. Capitalized terms used herein and not otherwise defined herein shall
have their respective meanings as set forth in the Shareholders Agreement.
2. Each of the Shareholders hereby acknowledges the execution and
delivery of the Amendment and consents to the terms thereof. Each of the
Shareholders further agrees to vote all of the shares of Voting Class A Common
Stock, par value $.10, of the Company beneficially owned by him, her or it for
the election of any persons designated by the Investor in accordance with
Article IV of the Investment Agreement, as amended by the Amendment.
3. Notwithstanding anything to the contrary herein, with respect to the
number of shares of Voting Class A Common Stock beneficially owned by such
Shareholder prior to December 17, 1991, Kyle Mark Swisher, Kelly Swisher McLain,
Stuart Ann Swisher and Lane Scott Swisher shall not be bound by the provisions
of this Amendment or the Shareholders Agreement.
<PAGE>
4. Except as specifically provided herein, the terms and provisions of
the Shareholders Agreement, shall remain unchanged and in full force and effect.
This Amendment No. 2 may be executed in any number of counterparts, all of which
taken together shall constitute one and the same amendatory instrument, and any
of the parties hereto may execute this Amendment No. 2 by signing any such
counterpart. This Amendment No. 2 shall be governed by, and construed in
accordance with, the laws of the State of New York without regard to principles
of conflicts of law.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 2
to Shareholders Agreement to be effective as of the 6th day of November, 1998.
RECOVERY EQUITY INVESTORS, L.P., a Delaware limited
partnership
By: Recovery Equity Partners, L.P., its General Partner
By: /s/ Joseph J. Finn-Egan
---------------------------------------------------
Joseph J. Finn-Egan, General Partner
By: /s/ Jeffrey A. Lipkin
---------------------------------------------------
Jeffrey A. Lipkin, General Partner
CMI CORPORATION, an Oklahoma corporation
By: /s/ Jim D. Holland
---------------------------------------------------
Jim D. Holland, Vice President
/s/ George William Swisher, Jr.
---------------------------------------------------
George William Swisher, Jr. a/k/a Bill Swisher
a/k/a William Swisher
2
<PAGE>
/s/ George William Swisher, Jr.
---------------------------------------------------
George William Swisher, Jr., as Trustee of the
George William Swisher, Jr. Trust u/t/a 12/31/93
/s/ George William Swisher, Jr.
---------------------------------------------------
George William Swisher, Jr., as Trustee of the
George William Swisher, Jr. and Hazel Wanda Swisher
Charitable Remainder Unitrust u/t/a 12/22/94
/s/ George William Clark Swisher III
---------------------------------------------------
George William Clark Swisher III
/s/ Thane Allison Swisher
---------------------------------------------------
Thane Allison Swisher
/s/ Kyle Mark Swisher
---------------------------------------------------
Kyle Mark Swisher
/s/ Kelly Swisher McLain
---------------------------------------------------
Kelly Swisher McLain
/s/ Stuart Ann Swisher
---------------------------------------------------
Stuart Ann Swisher
/s/ Lane Scott Swisher
---------------------------------------------------
Lane Scott Swisher
/s/ Shelly Swisher
---------------------------------------------------
Shelly Swisher
3
<PAGE>
/s/ Thane A. Swisher
---------------------------------------------------
Thane A. Swisher, as Co-Trustee of the Swisher
Grandchildren's Trust FBO Elizabeth Swisher u/t/a
12/09/93 and not individually
/s/ Lane S. Swisher
---------------------------------------------------
Lane S. Swisher, as Co-Trustee of the Swisher
Grandchildren's Trust FBO Elizabeth Swisher u/t/a
12/09/93 and not individually
/s/ Kelly S. McLain
---------------------------------------------------
Kelly S. McLain, as Co-Trustee of the Swisher
Grandchildren's Trust FBO Elizabeth Swisher u/t/a
12/09/93 and not individually
/s/ Thane A. Swisher
---------------------------------------------------
Thane A. Swisher, as Co-Trustee of the Swisher
Grandchildren's Trust FBO Kathryn L. Swisher u/t/a
12/09/93 and not individually
/s/ Lane S. Swisher
---------------------------------------------------
Lane S. Swisher, as Co-Trustee of the Swisher
Grandchildren's Trust FBO Kathryn L. Swisher u/t/a
12/09/93 and not individually
/s/ Kelly S. McLain
---------------------------------------------------
Kelly S. McLain, as Co-Trustee of the Swisher
Grandchildren's Trust FBO Kathryn L. Swisher u/t/a
12/09/93 and not individually
/s/ Thane A. Swisher
---------------------------------------------------
Thane A. Swisher, as Co-Trustee of the Swisher
Grandchildren's Trust FBO George W. Swisher IV
u/t/a 12/09/93 and not individually
4
<PAGE>
/s/ Lane S. Swisher
---------------------------------------------------
Lane S. Swisher, as Co-Trustee of the Swisher
Grandchildren's Trust FBO George W. Swisher IV
u/t/a 12/09/93 and not individually
/s/ Kelly S. McLain
---------------------------------------------------
Kelly S. McLain, as Co-Trustee of the Swisher
Grandchildren's Trust FBO George W. Swisher IV
u/t/a 12/09/93 and not individually
/s/ Thane A. Swisher
---------------------------------------------------
Thane A. Swisher, as Co-Trustee of the Swisher
Grandchildren's Trust FBO Natalie J. Swisher u/t/a
12/09/93 and not individually
/s/ Lane S. Swisher
---------------------------------------------------
Lane S. Swisher, as Co-Trustee of the Swisher
Grandchildren's Trust FBO Natalie J. Swisher u/t/a
12/09/93 and not individually
/s/ Kelly S. McLain
---------------------------------------------------
Kelly S. McLain, as Co-Trustee of the Swisher
Grandchildren's Trust FBO Natalie J. Swisher u/t/a
12/09/93 and not individually
/s/ Thane A. Swisher
---------------------------------------------------
Thane A. Swisher, as Co-Trustee of the Swisher
Grandchildren's Trust FBO Megan Calli Swisher u/t/a
12/09/93 and not individually
/s/ Lane S. Swisher
---------------------------------------------------
Lane S. Swisher, as Co-Trustee of the Swisher
Grandchildren's Trust FBO Megan Calli Swisher u/t/a
12/09/93 and not individually
5
<PAGE>
/s/ Kelly S. McLain
---------------------------------------------------
Kelly S. McLain, as Co-Trustee of the Swisher
Grandchildren's Trust FBO Megan Calli Swisher u/t/a
12/09/93 and not individually
/s/ Thane A. Swisher
---------------------------------------------------
Thane A. Swisher, as Co-Trustee of the Swisher
Grandchildren's Trust FBO Jennifer L. McLain u/t/a
12/09/93 and not individually
/s/ Lane S. Swisher
---------------------------------------------------
Lane S. Swisher, as Co-Trustee of the Swisher
Grandchildren's Trust FBO Jennifer L. McLain u/t/a
12/09/93 and not individually
/s/ Kelly S. McLain
---------------------------------------------------
Kelly S. McLain, as Co-Trustee of the Swisher
Grandchildren's Trust FBO Jennifer L. McLain u/t/a
12/09/93 and not individually
/s/ Thane A. Swisher
---------------------------------------------------
Thane A. Swisher, as Co-Trustee of the Swisher
Grandchildren's Trust FBO William R. McLain u/t/a
12/09/93 and not individually
/s/ Lane S. Swisher
---------------------------------------------------
Lane S. Swisher, as Co-Trustee of the Swisher
Grandchildren's Trust FBO William R. McLain u/t/a
12/09/93 and not individually
/s/ Kelly S. McLain
---------------------------------------------------
Kelly S. McLain, as Co-Trustee of the Swisher
Grandchildren's Trust FBO William R. McLain u/t/a
12/09/93 and not individually
6
<PAGE>
/s/ Thane A. Swisher
---------------------------------------------------
Thane A. Swisher, as Co-Trustee of the Swisher
Grandchildren's Trust FBO Thane Alex Swisher u/t/a
12/09/93 and not individually
/s/ Lane S. Swisher
---------------------------------------------------
Lane S. Swisher, as Co-Trustee of the Swisher
Grandchildren's Trust FBO Thane Alex Swisher u/t/a
12/09/93 and not individually
/s/ Kelly S. McLain
---------------------------------------------------
Kelly S. McLain, as Co-Trustee of the Swisher
Grandchildren's Trust FBO Thane Alex Swisher u/t/a
12/09/93 and not individually
/s/ Thane A. Swisher
---------------------------------------------------
Thane A. Swisher, as Co-Trustee of the Swisher
Grandchildren's Trust FBO Lauren S. Swisher u/t/a
12/09/93 and not individually
/s/ Lane S. Swisher
---------------------------------------------------
Lane S. Swisher, as Co-Trustee of the Swisher
Grandchildren's Trust FBO Lauren S. Swisher u/t/a
12/09/93 and not individually
/s/ Kelly S. McLain
---------------------------------------------------
Kelly S. McLain, as Co-Trustee of the Swisher
Grandchildren's Trust FBO Lauren S. Swisher u/t/a
12/09/93 and not individually
/s/ Thane A. Swisher
---------------------------------------------------
Thane A. Swisher, as Co-Trustee of the Swisher
Grandchildren's Trust FBO Mark Andrew McLain u/t/a
12/09/93 and not individually
7
<PAGE>
/s/ Lane S. Swisher
---------------------------------------------------
Lane S. Swisher, as Co-Trustee of the Swisher
Grandchildren's Trust FBO Mark Andrew McLain u/t/a
12/09/93 and not individually
/s/ Kelly S. McLain
---------------------------------------------------
Kelly S. McLain, as Co-Trustee of the Swisher
Grandchildren's Trust FBO Mark Andrew McLain u/t/a
12/09/93 and not individually
/s/ Thane A. Swisher
---------------------------------------------------
Thane A. Swisher, as Co-Trustee of the Swisher
Grandchildren's Trust FBO Hunter Nelson Swisher
u/t/a 12/09/93 and not individually
/s/ Lane S. Swisher
---------------------------------------------------
Lane S. Swisher, as Co-Trustee of the Swisher
Grandchildren's Trust FBO Hunter Nelson Swisher
u/t/a 12/09/93 and not individually
/s/ Kelly S. McLain
---------------------------------------------------
Kelly S. McLain, as Co-Trustee of the Swisher
Grandchildren's Trust FBO Hunter Nelson Swisher
u/t/a 12/09/93 and not individually
/s/ Thane A. Swisher
---------------------------------------------------
Thane A. Swisher, as Co-Trustee of the Swisher
Grandchildren's Trust FBO Erin Lee Swisher u/t/a
12/09/93 and not individually
/s/ Lane S. Swisher
---------------------------------------------------
Lane S. Swisher, as Co-Trustee of the Swisher
Grandchildren's Trust FBO Erin Lee Swisher u/t/a
12/09/93 and not individually
8
<PAGE>
/s/ Kelly S. McLain
---------------------------------------------------
Kelly S. McLain, as Co-Trustee of the Swisher
Grandchildren's Trust FBO Erin Lee Swisher u/t/a
12/09/93 and not individually
9
