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EXHIBIT 4.2
AMENDED AND RESTATED VOTING AGREEMENT
This AMENDED AND RESTATED VOTING AGREEMENT (the "AGREEMENT") is
entered into as of July 25, 2000, by and among Ceres Group, Inc., a Delaware
corporation (including its successors, the "COMPANY") and the security holders
listed on Exhibit A of this Agreement (or who may hereafter become a party
hereto pursuant to the terms hereof).
WHEREAS, the Company and International Managed Care, LLC,
International Managed Care (Bermuda), L.P., Peter W. Nauert, Michael A.
Cavataio, Mercantile Bank of Northern Illinois, Trustee of the Conseco Stock
Option Director Plan FBO Michael Cavataio #08590033, Mercantile Bank of Northern
Illinois, Trustee of the Conseco Stock Option Director Plan FBO Michael Cavataio
#08590034, Karon Hill, Val Rajic, Turkey Vulture Fund XIII, Ltd., Marc C.
Krantz, Krantz Family Limited Partnership, Medical Mutual of Ohio, Howard R.
Conant, Joseph Cusimano IRA, and LEG Partners SBIC, L.P., Glen A. Laffoon,
Charles E. Miller, Jr., Lunn- Ceres, LLC, John Cochrane, Bruce Henry, Andrew A.
Boemi, Sally J. Krogh, Michael A. Cavataio IRA, Kenneth A. Mannino IRA, Ralph
Alexander, Ronald L. Kotowski, Richard Kusnic, George A. Gehringer, Anthony J.
Pino, Billy B. Hill, Jr. and John Kertis are parties to a Voting Agreement,
dated July 1, 1998, as amended (the "Original Voting Agreement"), pursuant to
which the parties regulated certain aspects of their relationship as holders of
common stock, par value $0.001 per share, of the Company;
WHEREAS, the Company has offered up to 3,333,334 shares of common
stock of the Company (the "Pyramid Offering Shares") in a private placement
offering;
WHEREAS, the parties wish to include certain purchasers of the
Pyramid Offering Shares in the Original Voting Agreement and modify certain
other provisions of the Original Voting Agreement which are no longer effective;
and
WHEREAS, the Company and the parties listed on the signature page
attached hereto representing a majority of the Required Holders (as defined
below) have agreed to amend and restate the Original Voting Agreement to include
the purchasers of the Pyramid Offering Shares and to make certain other
modifications.
NOW THEREFORE, in consideration of the agreements and covenants
herein contained and for other good and valuable consideration, the parties
hereto agree as follows:
ARTICLE I
DEFINITIONS
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1.1 DEFINITIONS. As used in this Agreement, the following terms
shall have the following meanings:
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"Affiliate" shall mean, with respect to any Person, any Person
who, directly or indirectly, controls, is controlled by, or is under
common control with that Person. For purposes of this definition,
"control," and "controlled by" and when used with respect to any
Person shall mean the power to direct the management and policies of
such Person, directly or indirectly, whether through the ownership
of voting securities, by contract, or otherwise.
"Castle Creek" shall mean, collectively, Castle Creek Capital
Partners Fund IIa, LP, a Delaware limited partnership, and Castle
Creek Capital Partners Fund IIb, LP, a Delaware limited partnership.
"Castle Creek Group" shall mean Castle Creek, its Affiliates,
and their respective officers, directors, and employees (and members
of their respective families and trusts for the primary benefit of
such family members).
"Castle Creek Group Closing Date Shares" shall mean the
1,666,667 Pyramid Offering Shares purchased by Castle Creek.
"Common Stock" shall mean shares of the Common Stock, $0.001 par
value per share, of the Company, and any capital stock into which
such Common Stock thereafter may be changed.
"Common Stock Equivalents" shall mean, without duplication with
any other Common Stock or Common Stock Equivalents, any rights,
warrants, options, convertible securities or indebtedness,
exchangeable securities or indebtedness, or other rights,
exercisable for or convertible or exchangeable into, directly or
indirectly, Common Stock and securities convertible or exchangeable
into Common Stock, whether at the time of issuance or upon the
passage of time or the occurrence of some future event.
"Closing Date" shall mean the closing of the transactions
contemplated by the Stock Purchase Agreement.
"Designee" shall mean an individual designated for election to
the Board of Directors by IP Delaware, SAP, Osborne or Castle Creek
pursuant to Section 2.1 of this Agreement.
"Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, and the rules and regulations promulgated by the SEC
thereunder.
"Holder" shall mean (i) a securityholder listed on EXHIBIT A
hereto and (ii) any direct or indirect transferee of any such
securityholder who shall become a party to this Agreement by
executing a joinder agreement in the form of EXHIBIT B hereto.
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"IMC" shall mean, collectively, IMC Delaware and IMC Bermuda.
"IMC Bermuda" shall mean International Managed Care (Bermuda),
L.P., a Bermuda limited partnership.
"IMC Delaware" shall mean International Managed Care LLC, a
Delaware limited liability company.
"IMC Group" shall mean IMC Delaware, IMC Bermuda, their
respective Affiliates, the respective officers, directors, and
employees (and members of their respective families and trusts for
the primary benefit of such family members) of the foregoing, and
the respective limited partners of IMC Delaware and IMC Bermuda.
"IMC Group Closing Date Shares" shall mean the number of shares
of Common Stock owned by the IMC Group as of the date of the
Original Voting Agreement as set forth on EXHIBIT C hereto.
"Independent Director" shall mean a director meeting the
standards of an "independent director" as defined in Rule 4200(a) of
the rules of the NASD as of the Closing Date.
"Osborne" shall mean Turkey Vulture Fund, III, Ltd. an Ohio
limited liability company.
"Osborne Group" shall mean Osborne, its Affiliates, and their
respective officers, directors, and employees (and members of their
respective families and trusts for the primary benefit of such
family members).
"Osborne Group Closing Date Shares" shall mean the number of
shares of Common Stock owned by the Osborne Group as of the date of
the Original Voting Agreement as set forth on EXHIBIT C hereto.
"Person" or "person" shall mean any individual, corporation,
partnership, limited liability company, joint venture, association,
joint-stock company, trust, unincorporated organization, or
government or other agency or political subdivision thereof.
"Required Holders" shall mean Holders who then own beneficially
more than 66-2/3% of the aggregate number of shares of Common Stock
subject to this Agreement.
"SAP" shall mean Strategic Acquisition Partners, LLC, a Nevada
limited liability company.
"SAP Group" shall mean SAP, its Affiliates, and their respective
officers,
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directors, and employees, Peter W. Nauert, Michael A. Cavataio,
Karon Hill and Val Rajic (and members of their respective families
and trusts for the primary benefit of such family members).
"SAP Group Closing Date Shares" shall mean the number of shares
of Common Stock owned by the SAP Group as of the date of the
Original Voting Agreement as set forth on EXHIBIT C hereto.
"Stockholders Agreement" shall mean that certain Stockholders
Agreement, dated as of July 1, 1998, among the Company and the
various stockholders party thereto from time to time.
"Stock Purchase Agreement" shall mean the Amended and Restated
Stock Purchase Agreement dated as of March 30, 1998, by and among
the Company and certain purchasers pursuant to which the Company
issued 7,300,000 shares of Common Stock and warrants (the
"WARRANTS") to purchase up to 3,650,000 shares of Common Stock (the
"WARRANT SHARES").
ARTICLE II
ELECTION OF DIRECTORS
SECTION 2.1 BOARD OF DIRECTORS.
(a) The Holders shall cause the Board of Directors of the Company to
consist of nine directors, some or all, as applicable, of whom shall consist of
the following individuals:
(i) IMC DESIGNEES. Four individuals designated by IMC, so long
as the IMC Group shall own a number of shares of Common Stock equal
to at least 75% of the IMC Group Closing Date Shares; three
individuals designated by IMC, so long as the IMC Group shall own a
number of shares of Common Stock equal to at least 50%, but less
than 75%, of the IMC Group Closing Date Shares; two individuals
designated by IMC, so long as the IMC Group shall own a number of
shares of Common Stock equal to at least 25%, but less than 50%, of
the IMC Group Closing Date Shares; and one individual designated by
IP, so long as the IMC Group shall own a number of shares of Common
Stock equal to at least 10%, but less than 25%, of the IMC Group
Closing Date Shares;
(ii) SAP DESIGNEES. Two individuals designated by SAP, so long
as the SAP Group shall own a number of shares of Common Stock equal
to at least 50% of the SAP Closing Date Shares; and one individual
designated by SAP, so long as the SAP Group shall own a number of
shares of Common Stock equal to at least 10%, but less than 50%, of
the SAP Group Closing Date Shares;
(iii) OSBORNE DESIGNEE. One individual designated by Osborne, so
long as the
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Osborne Group shall own a number of shares of Common Stock equal to
at least 25% of the Osborne Group Closing Date Shares; and
(iv) CASTLE CREEK DESIGNEE. One individual designated by Castle
Creek, so long as the Castle Creek Group shall own a number of
shares of Common Stock equal to at least 25% of the Castle Creek
Group Closing Date Shares.
PROVIDED, HOWEVER, that until the first date as of which the Company
does not have a class of equity securities either registered under
Section 12(b) or 12(g) of the Exchange Act, at least two of the
individuals elected to the Board of Directors shall constitute
Independent Directors; and PROVIDED FURTHER, that (i) none of IMC,
SAP, Osborne or Castle Creek shall be required to designate an
individual that constitutes an Independent Director so long as two
individuals who constitute Independent Directors are nominated to
serve as directors and SAP, IMC, Osborne and Castle Creek vote for
their election; PROVIDED, that if the Company has cumulative voting
with respect to the election of its directors, the SAP Group, IMC
Group, Osborne Group and Castle Creek Group shall be permitted to
vote in favor of the SAP Designees, IMC Designees, Osborne Designee
and Castle Creek Designee as provided in this Section 2.1(a) to the
extent necessary to ensure the election of such Designees prior to
casting any votes in favor of such Independent Directors; (ii) in
the event one or two of the individuals to be designated pursuant to
the foregoing provisions must constitute an Independent Director in
order to meet the requirements of the immediately preceding proviso,
then, first, IMC shall designate as one of its designees an
individual that constitutes an Independent Director, and, second,
SAP shall designate as one of its designees an individual that
constitutes an Independent Director.
(b) For purposes of the foregoing provisions and SECTION 2.2, in
determining whether any person or group owns a specified number of shares of
Common Stock for purposes of comparison to the number of shares owned by a
person or group on the Closing Date, appropriate adjustment shall be made in
each case to give effect to any stock splits, dividends or combinations.
(c) If, prior to his election to the Board of Directors of the
Company pursuant to SECTION 2.1, any designee shall be unable or unwilling to
serve as a director of the Company, the Holder or Holders who designated such
Designee shall be entitled to nominate a replacement who shall then be a
Designee for purposes of this SECTION 2.1. If, following an election to the
Board of Directors of the Company pursuant to SECTION 2.1, any Designee shall
resign or be removed or be unable to serve for any reason prior to the
expiration of his term as a director of the Company, the Holder or Holders who
designated such Designee shall, within thirty (30) days of such event, notify
the Board of Directors of the Company in writing of a replacement Designee, and
either (i) the Holders shall vote their shares of Common Stock, at any regular
or special meeting called for the purpose of filling positions on the Board of
Directors of the Company or in any written consent executed in lieu of such a
meeting of stockholders, and shall take all such other actions necessary to
ensure the election to the Board of Directors of the Company of such replacement
Designee to fill the unexpired term of the Designee who such new
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Designee is replacing or (ii) the Board of Directors shall elect such
replacement Designee to fill the unexpired term of the Designee who such new
Designee is replacing. If any Holder requests that any Designee designated by
such Holder be removed as a Director (with or without cause) by written notice
thereof to the Company, then the Company shall take all actions necessary to
effect, and each of the Holders shall vote all of its capital stock in favor of,
such removal upon such request.
(d) Each Holder shall vote its shares of Common Stock at any regular
or special meeting of stockholders of the Company or in any written consent
executed in lieu of such a meeting of stockholders and shall take all other
actions necessary to give effect to the agreements contained in this Agreement
(including, without limitation, the election of Designees as directors as
described herein) and to ensure that the certificate of incorporation and bylaws
as in effect immediately following the date hereof do not, at any time
thereafter, conflict in any respect with the provisions of this Agreement. In
order to effectuate the provisions of this SECTION 2.1, each Holder hereby
agrees that when any action or vote is required to be taken by such Holder
pursuant to this Agreement, such Holder shall use its best efforts to call, or
cause the appropriate officers and directors of the Company to call, a special
or annual meeting of stockholders of the Company, as the case may be, or execute
or cause to be executed a consent in writing in lieu of any such meetings
pursuant to applicable law.
SECTION 2.2 CONTINUED LISTING. Until the three year anniversary
of the Closing Date, each Holder shall vote its shares of Common Stock in such
manner that the Company shall not be voluntarily delisted from the Nasdaq
National Market, except (y) in connection with (1) a transaction that would
constitute a "Rule 13e-3 transaction" (as that term is defined under Rule 13e-3
under the Exchange Act as in effect on the date hereof) with respect to the
Common Stock or (2) any other transaction that, if it were effected by the
Company or an affiliate thereof, would constitute a "Rule 13e-3 transaction" (as
so defined) with respect to the Common Stock, or (z) if the Company becomes
listed on a national securities exchange.
SECTION 2.3 PROXY. Each Holder hereby grants to each of IMC
Delaware, SAP, Osborne and Castle Creek, with full powers of substitution, an
irrevocable proxy coupled with an interest as may be necessary to permit each of
IMC Delaware, SAP, Osborne and Castle Creek, to vote the shares of the Holder
granting such proxy in accordance with the requirements of SECTION 2.1 (by
written consent or otherwise) in event the Holder fails to vote its shares of
Common Stock as required under SECTION 2.1 within ten (10) days after notice
from the party holding such proxy requesting such a vote.
SECTION 2.4 PROXY STATEMENT. In connection with any annual
meeting of the stockholders or special meeting of the stockholders of the
Company called for the election of directors, the Company shall prepare and
file, if required, with the Securities and Exchange Commission (the
"COMMISSION") a proxy statement relating to such meeting (together with any
amendments thereof or supplements thereto, the "PROXY STATEMENT") which shall
include the recommendation of the Board in favor of electing the directors
specified in SECTION 2.1. Except in the event of termination of this Agreement,
no modification or withdrawal of such
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recommendation shall release the Company of its obligation to submit the
election of directors specified in SECTION 2.1 to its stockholders for their
vote in accordance with applicable law. The Company shall use reasonable efforts
to assure the election of the directors specified in SECTION 2.1.
ARTICLE III
RESTRICTIONS ON TRANSFER
SECTION 3.1 RESTRICTIONS UPON TRANSFER. No Holder may effect,
cause to be effected or permit any voluntary or involuntary sale, assignment or
transfer of any shares of Common Stock or Common Stock Equivalents or any
interest therein (a "TRANSFER"), except for Transfers pursuant to an effective
registration statement or pursuant to Rule 144 under the Securities Act, unless
the transferee agrees to be bound by the provisions of this Agreement and the
Stockholders Agreement and such Transfer is, where applicable, made in
compliance with the terms of the Stockholders Agreement; PROVIDED, that the
Warrants and the Warrant Shares shall not be subject to this Agreement upon the
Transfer to a beneficial owner other than IP, SAP, or Osborne and their
respective affiliates; PROVIDED FURTHER, that nothing contained herein shall
restrict the sale, assignment or transfer of any warrants issued by the Company
pursuant to the Credit Agreement dated December 16, 1997 by and between the
Company and SAP. Any Transfer not complying with the provisions of this
Agreement shall be void AB INITIO, shall not be effective for any purpose and
any purported transferee of such a Transfer shall not acquire any right or
interest in such Common Stock or the Company.
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SECTION 3.2 RESTRICTIVE LEGENDS.
(a) For the term of this Agreement, each certificate
representing the shares of Common Stock or Common Stock Equivalents subject
hereto, and each instrument or certificate issued upon exchange or transfer
thereof, shall be stamped or otherwise imprinted with the following legend:
"THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY ARE
SUBJECT TO TRANSFER RESTRICTIONS, VOTING LIMITATIONS, AND OTHER
TERMS AND CONDITIONS CONTAINED IN A VOTING AGREEMENT DATED JULY 1,
1998, AS AMENDED AND RESTATED ______, 2000, BY AND AMONG THE COMPANY
AND CERTAIN OF ITS STOCKHOLDERS, A COPY OF WHICH IS ON FILE WITH THE
SECRETARY OF THE COMPANY."
(b) In addition, each certificate representing shares of Common
Stock or Common Stock Equivalents subject hereto and each instrument or
certificate issued upon exchange or Transfer thereof shall be stamped or
otherwise imprinted with any and all legends required by applicable state and
federal securities laws.
ARTICLE IV
MISCELLANEOUS
SECTION 4.1 TERM. The term of this Agreement shall begin on the
Closing Date and shall remain in effect until the five (5) year anniversary of
the Closing Date.
SECTION 4.2 AMENDMENT. Any provision of this Agreement may be
amended or waived if, but only if, such amendment or waiver is in writing and is
signed by the Company and the Required Holders; PROVIDED, that, no such
amendment or waiver: (i) that is adverse to any Holder that owns more than 5% of
the outstanding Common Stock shall be effective as to that Holder prior to the
three (3) year anniversary of the Closing Date without the consent of such
Holder or (ii) shall amend SECTION 2.1(a)(iv), SECTION 2.1(a)(v), the first
proviso of SECTION 2.1(a) or SECTION 2.2 unless approved by a majority of the
Independent Directors.
SECTION 4.3 SUCCESSORS AND ASSIGNS. All covenants and agreements
contained in this Agreement by or on behalf of any of the parties hereto shall
bind and inure to the benefit of the respective successors and assigns of the
parties hereto including any and all subsequent Holders from time to time.
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SECTION 4.4 GOVERNING LAW. This Agreement shall be governed by
and construed in accordance with the laws of the State of Ohio, as applicable to
contracts executed and to be performed entirely in such state.
SECTION 4.5 ENTIRE AGREEMENT. Except as provided below, this
Agreement constitutes the entire agreement of the parties with respect to the
subject matter hereof and may not be modified or amended except in writing.
SECTION 4.6 COUNTERPARTS. This Agreement may be executed in two
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
SECTION 4.7 ENFORCEMENT.
(a) The Holders each acknowledge and agree that irreparable
damage will occur if any of the provisions of this Agreement are not complied
with in accordance with their specific terms. Accordingly, the Company will be
entitled to an injunction to prevent breached of this Agreement and to enforce
specifically its provisions in any court of the United States or any state
having jurisdiction, this being in addition to any other remedy to which the
Company may be entitled at law or in equity.
(b) No failure or delay on the part of any party in the exercise
of any power, right or privilege hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any such power, right or privilege
preclude other or further exercise thereof or of any other right, power or
privilege.
SECTION 4.8 SEVERABILITY. In case any provision of this
Agreement shall be held invalid, illegal or unenforceable in any respect for any
reason, the validity, legality, and enforceability of any such provision in
every other respect and the remaining provisions shall not in any way be
affected or impaired thereby.
SECTION 4.9 NOTICES. Any notices or other communications
required or permitted hereunder shall be in writing, and shall be sufficiently
given if made by hand delivery, by telex, by telecopier, or registered or
certified mail, postage prepaid return receipt requested, addressed as follows
(or at such other address as may be substituted by notice given as herein
provided):
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IF TO THE COMPANY:
------------------
Ceres Group, Inc.
17800 Royalton Road
Cleveland, Ohio 44136
Facsimile No.: (440) 572-4500
Attention: Billy B. Hill, Jr.
If to any Holder, at its address listed on the signature pages
hereof or in any joinder agreement.
Any notice or communication hereunder shall be deemed to have been
given or made as of the date so delivered if personally delivered; when answered
back, if telexed; when receipt is acknowledged, if telecopied; and five (5)
calendar days after mailing if sent by registered or certified mail (except that
a notice of change of address shall not be deemed to have been given until
actually received by the addressee). Failure to mail a notice or communication
to a Holder or any defect in it shall not affect its sufficiency with respect to
other Holders. If a notice or communication is mailed in the manner provided
above, it is duly given, whether or not the addressee receives it.
* * *
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IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be signed on its behalf by its duly authorized officers, all as of
the day and year first above written.
CERES GROUP, INC.
By: /S/ Charles E. Miller, Jr.
--------------------------
Name: Charles E. Miller, Jr.
Title: CFO
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AMENDED AND RESTATED VOTING AGREEMENT
CONSENT OF HOLDERS OF THE REQUIRED HOLDERS
INTERNATIONAL MANAGED CARE, LLC
By: Insurance Partners, L.P.,
its managing member
By: Insurance GenPar, L.P.,
its General Partner
By: Insurance GenPar MGP, L.P.,
its General Partner
By: Insurance GenPar MGP, Inc.,
its General Partner
/s/ Robert A. Spass
-------------------------------------
By: Robert A. Spass
Its: Managing Partner
INTERNATIONAL MANAGED CARE (BERMUDA), L.P.
By: Insurance Partners Offshore (Bermuda), L.P.,
its general partner
By: Insurance GenPar (Bermuda), L.P.,
its General Partner
By: Insurance GenPar (Bermuda) MGP, L.P.,
its General Partner
By: Insurance GenPar (Bermuda) MGP, Ltd.,
its General Partner
/s/ Robert A. Spass
-----------------------------------------
By: Robert A. Spass
Its: Managing Partner
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AMENDED AND RESTATED VOTING AGREEMENT
CONSENT OF HOLDERS OF THE REQUIRED HOLDERS
/s/ Peter W. Nauert
----------------------------------------------------
PETER W. NAUERT
TURKEY VULTURE FUND XIII, LTD.
/s/ Richard M. Osborne
----------------------------------------------------
By: Richard M. Osborne
Its: Manager
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EXHIBIT A
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International Managed Care, LLC
International Managed Care (Bermuda), L.P.
Peter W. Nauert
Michael A. Cavataio
Mercantile Bank of Northern Illinois, Trustee of the Conseco Stock Option
Director Plan FBO
Michael Cavataio #08590033
Mercantile Bank of Northern Illinois, Trustee of the Conseco Stock Option
Director Plan FBO
Michael Cavataio #08590034
Karon Hill
Val Rajic
Turkey Vulture Fund XIII, Ltd.
Marc C. Krantz
Krantz Family Limited Partnership
Medical Mutual of Ohio
Howard R. Conant
Joseph Cusimano IRA,
LEG Partners SBIC, L.P.
Glen A. Laffoon
Charles E. Miller, Jr.
Lunn-Ceres, LLC
John Cochrane
Bruce Henry
Andrew A. Boemi
Sally J. Krogh
Michael A. Cavataio IRA
Kenneth A. Mannino IRA
Ralph Alexander
Ronald L. Kotowski
Richard Kusnic,
George A. Gehringer
Anthony J. Pino
Billy B. Hill, Jr.
John Kertis
Castle Creek Capital Partners Fund IIa, LP
Castle Creek Capital Partners Fund IIb, LP
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EXHIBIT B
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JOINDER AGREEMENT
Reference is made to (i) that certain Voting Agreement, dated as of
_________, 1998, among Central Reserve Life Corporation, an Ohio corporation
(the "COMPANY"), and the persons signatory thereto (as amended and in effect
from time to time, the "AMENDED AND RESTATED VOTING AGREEMENT"), a copy of which
is attached hereto, and (ii) that certain Stockholders Agreement, dated as of
___________, 1998, among the Company and the persons signatory thereto (as
amended and in effect from time to time, the "STOCKHOLDERS AGREEMENT"), copy of
which is attached hereto.
The undersigned, _________________________ [print name], in order to
become the owner or holder of __________ shares of common stock of the Company,
hereby agrees that by the undersigned's execution hereof, the undersigned is a
party to the Voting Agreement and the Stockholders Agreement subject to all of
the restrictions, conditions and obligations applicable to stockholders set
forth in such agreements. This Joinder Agreement shall take effect and shall
become a part of each such agreement immediately upon execution.
Executed as of the date set forth below.
Signature:
------------------------------
Address:
-------------------------------
Date:
-----------------------------------
ACCEPTED:
CERES GROUP, INC.
By:
-------------------------------
Name:
------------------------------
Title:
-----------------------------
Date:
------------------------------
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EXHIBIT C
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INVESTOR CLOSING DATE SHARES
--------------------------------------------------------------------------------
International Managed Care, LLC 2,769,164
--------------------------------------------------------------------------------
International Managed Care (Bermuda), L.P. 1,576,292
--------------------------------------------------------------------------------
Peter W. Nauert 933,636
--------------------------------------------------------------------------------
Michael A. Cavataio 130,316
--------------------------------------------------------------------------------
Mercantile Bank of Northern Illinois, Trustee of
the Conseco Stock Option Plan FBO Michael
Cavataio
#08590033 37,764
#08590034 13,738
--------------------------------------------------------------------------------
Karon Hill 100,000
--------------------------------------------------------------------------------
Val Rajic 100,000
--------------------------------------------------------------------------------
Strategic Acquisition Partners, LLC -0-
--------------------------------------------------------------------------------
Turkey Vulture Fund XIII, Ltd. 720,910
--------------------------------------------------------------------------------
Medical Mutual of Ohio 363,636
--------------------------------------------------------------------------------
United Payors and United Providers, Inc. 181,818
--------------------------------------------------------------------------------
Howard R. Conant 90,909
--------------------------------------------------------------------------------
Joseph Cusimano IRA 90,909
--------------------------------------------------------------------------------
LEG Partners SBIC, L.P. 181,818
--------------------------------------------------------------------------------
Marc C. Krantz 4,546
--------------------------------------------------------------------------------
Krantz Family Limited Partnership 4,544
================================================================================
