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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
__________________
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Interep National Radio Sales, Inc.
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(Name of Issuer)
Class A Common Stock, par value $0.01
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(Title of Class of Securities)
45866V 10 9
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(CUSIP Number)
Interep National Radio Sales, Inc. Employee Stock Ownership Plan and Trust
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 9, 1999
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(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 that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [_]
(Page 1 of 9 Pages)
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CUSIP NO. 45866V 10 9 13D PAGE 2 OF 9 PAGES
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Interep National Radio Sales, Inc. Employee Stock Ownership Plan and
Trust
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
Not applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
[_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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7 SOLE VOTING POWER
-0-
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 2,524,425
OWNED BY -----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,524,425
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,524,425
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.4%*
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14 TYPE OF REPORTING PERSON
EP
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* See Items 1 and 5(a) of this Statement.
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CUSIP NO. 45866V 10 9 13D PAGE 3 OF 9 PAGES
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ralph C. Guild
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
Not applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
[_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
2,792,853*
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 2,524,425**
OWNED BY -----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 2,792,853*
WITH -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,524,425**
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,317,278
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.2%***
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14 TYPE OF REPORTING PERSON
IN
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* Includes 233,094 shares owned by Reporting Person and an aggregate of
2,559,759 shares issuable on currently exercisable stock options held by
the Reporting Person.
** Reporting Person disclaims beneficial ownership of these shares.
*** See Items 1 and 5(a) of this Statement.
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CUSIP NO. 45866V 10 9 13D PAGE 4 OF 9 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Marc G. Guild
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
Not applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
[_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
481,234*
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 2,524,425**
OWNED BY -----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 481,234*
WITH -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,524,425**
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,005,659
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.9%***
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14 TYPE OF REPORTING PERSON
IN
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* Includes 63,314 shares owned by Reporting Person and an aggregate of 417,920
shares issuable or currently exercisable stock options held by the Reporting
Person.
** Reporting Person disclaims beneficial ownership of these shares.
*** See Items 1 and 5(a) of this Statement.
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CUSIP NO. 45866V 10 9 13D PAGE 5 OF 9 PAGES
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Leslie D. Goldberg
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
Not applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
[_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
-0-
-----------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 2,524,425*
OWNED BY -----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,524,425*
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,524,425*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.4%**
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14 TYPE OF REPORTING PERSON
IN
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* Reporting Person disclaims beneficial ownership of these shares.
** See Items 1 and 5(a) of this Statement.
<PAGE>
Item 1. Security and Issuer.
This Statement on Schedule 13D (the "Schedule") relates to shares of Class
A Common Stock, par value $0.01 per share (the "Class A Common Stock"), of
Interep National Radio Sales, Inc., a New York corporation (the "Company"), with
principal offices located at 100 Park Avenue, New York, New York 10020.
The ESOP (as defined below) currently owns shares of the Company's Class B
Common Stock, par value $0.01 per share (the "Class B Common Stock"). Each share
of Class B Common Stock is convertible into one share of Class A Common Stock at
the option of the holder or automatically under certain circumstances. Each
share of the Class B Common Stock is entitled to 10 votes per share in all
matters presented to the shareholders, except for certain amendments to the
Company's Restated Certificate of Incorporation, certain "going private"
transactions and as otherwise required by applicable law. The shares of Class A
Common Stock are entitled to one vote per share on all matters.
Item 2. Identity and Background.
(a) This Schedule is being filed by the Interep National Radio Sales, Inc.
Employee Stock Ownership Plan and Trust (the "ESOP"). The ESOP is a stock bonus
plan qualified under Section 401(a) of the Internal Revenue Code of 1986 and was
established for the benefit of the Company's employees. The ESOP is
administered by its trustees, Ralph C. Guild, Marc G. Guild and Leslie D.
Goldberg (the "Trustees").
(b) The business address of the ESOP and Messrs. Ralph Guild and Marc Guild
is c/o Interep National Radio Sales, Inc., 100 Park Avenue, New York, New York
10017. The business address of Mr. Goldberg is 200 Keller Lane, North Salem,
New York 10560.
(c) See the response to Item 2(a). Ralph Guild is Chief Executive
Officer, President and Chairman of the Board of the Company. Marc Guild is
President, Marketing Division and a member of the Board of Directors of the
Company. Mr. Goldberg is a member of the Board of Directors of the Company.
(d) During the last five years, neither the ESOP nor any of the Trustees
has been convicted in any criminal proceeding (excluding traffic violations and
similar misdemeanors).
(e) During the last five years, neither the ESOP nor any of the Trustees
was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction which made it or him subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws, or found any violation
with respect thereto.
(f) The ESOP is an employee benefit plan organized under New York law.
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Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of Transaction.
Except as described below, the Trustees currently have no plan or proposal
which relates to or would result in any of the matters listed in Item 4 of
Schedule 13D.
In connection with the Company's initial public offering in December 1999,
the ESOP sold 987,500 shares of Class A Common Stock. The ESOP also granted the
underwriters of the initial public offering a 30-day option to purchase up to
812,500 additional shares of Class A Common Stock. As of the date of this
Statement, it is anticipated that the underwriters will exercise this option.
From time to time, the ESOP may make distributions to terminated employees
of vested amounts in their ESOP accounts in either cash or shares of Class A
Common Stock. In addition, the ESOP may, from time to time after June 14, 2000,
dispose of Class A Common Stock in the open market depending on price and market
conditions and other factors or may sell shares to the Company's Stock Growth
Plan.
Item 5. Interest in Securities of the Issuer.
(a) As of the date of this Statement, the ESOP beneficially owns (for
purposes of Rule 13d-3 under the Securities Exchange Act of 1934) an aggregate
of 2,524,425 shares of Class B Common Stock which are convertible into the same
number of shares of Class A Common Stock. This amount represents 24.4% of the
outstanding Class A Common Stock and Class B Common Stock combined, and 46.2% of
the combined votes of the outstanding shares of Class A Common Stock and Class B
Common Stock.
The ESOP holds the shares of Class B Common Stock for the benefit of its
participants. In most cases, the Trustees are authorized to vote the shares held
by the ESOP as they see fit in the exercise of their fiduciary duties to the
ESOP participants. With respect to certain matters, such as a merger or
recapitalization, applicable law requires that the Trustees take direction from
the ESOP participants as to how the shares will be voted.
Ralph Guild owns 233,094 shares of Class B Common Stock and currently
exercisable options to acquire an aggregate of 2,559,759 shares, at exercise
prices ranging from $1.56 per share to $4.20 per share. Mac Guild owns 63,314
shares of Class B Common Stock and currently exercisable options to acquire an
aggregate of 417,920 shares, at exercise prices ranging from $2.77 per share to
$4.02 per share.
(b) The Trustees have shared voting power over the shares referred to in
Item 5(a), as they direct the voting on all matters except those in which they
are required to seek direction from the ESOP participants as referred to above.
Disposition of such shares is determined according to the terms of the ESOP at
the election of the Trustees. The Trustees act by majority vote. Notwithstanding
the foregoing, the Trustees disclaim beneficial ownership over the 2,524,425
shares of Class B Common Stock held by the ESOP.
<PAGE>
(c) During the past 60 days, the ESOP sold 987,500 shares of Class A
Common Stock as part of the Company's initial public offering for an aggregate
purchase price of $11,020,500, which sale was consummated on December 14, 1999.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The ESOP is a party to a Registration Rights Agreement among the Company
and the Company's Stock Growth Plan, dated as of December 7, 1999. Under the
terms of such agreement, among other things, the Company granted to the ESOP
certain piggy-back and demand registration rights, entitling it to require the
Company to register for resale under the Securities Act of 1933 shares of Class
A Common Stock into which the ESOP's shares of Class B Common Stock are
convertible. Such piggy-back rights will not be exercisable before December 14,
2000 and such demand rights will not be exercisable before December 14, 2001.
In connection with the Company's initial public offering, the ESOP entered into
a customary "lock-up" agreement pursuant to which it agreed not to sell any
shares, subject to very limited exceptions, prior to June 14, 2000.
Item 7. Material to Be Filed as Exhibits.
1. Registration Rights Agreement, dated as of December 7, 1999, among the
Company, the ESOP and the Interep Stock Growth Plan.
2. Lock-Up Letter, dated December 7, 1999, from the ESOP to BancBoston
Robertson Stephens Inc., Bear Stearns & Co. Inc., HCFP/Brenner Securities LLC,
and SPP Capital Parnters, LLC, as representatives of the several underwriters.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
Dated: December 23, 1999 INTEREP NATIONAL RADIO SALES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST
By: /s/ Ralph C. Guild
-------------------------------------
Ralph C. Guild
Trustee
By: /s/ Marc G. Guild
-------------------------------------
Marc G. Guild
Trustee
By: /s/ Leslie D. Goldberg
-----------------------------------
Leslie D. Goldberg
Trustee
<PAGE>
EXHIBIT 1
REGISTRATION RIGHTS AGREEMENT
December 7, 1999
Trustees of the Interep Employee Stock Ownership Plan
c/o Interep National Radio Sales, Inc.
100 Park Avenue
New York, New York 10017
Trustees of the Interep Stock Growth Plan
c/o Interep National Radio Sales, Inc.
100 Park Avenue
New York, New York 10017
Ladies and Gentlemen:
In connection with the initial public offering by Interep National
Radio Sales, Inc. (the "Company") of its Class A Common Stock, pursuant to a
registration statement on Form S-1, filed with the Securities and Exchange
Commission (the "Commission"), and in consideration of your approval thereof,
the Company hereby covenants and agrees with each of you as follows:
1. Certain Definitions. As used herein, the following terms have
-------------------
the following meanings:
"Class A Common Stock" means the Class A common stock of the Company,
--------------------
par value $.01 per share.
"Class B Common Stock" means the Class B common stock of the Company
--------------------
par value $.01 per share.
"Common Stock" means the Class A Common Stock and the Class B Common
------------
Stock.
"Exchange Act" means the Securities Exchange Act of 1934 or any
------------
similar federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.
"Holder" means either of the Employee Stock Ownership Plan or the
------
Stock Growth Plan.
"Registration Expenses" means the expenses so described in Section 8.
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<PAGE>
"Restricted Stock" means any shares of capital stock of the Company,
----------------
the certificates for which are required to bear the legend set forth in
Section 2.
"Securities Act" means the Securities Act of 1933 or any similar
--------------
federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.
"Selling Expenses" means the expenses so described in Section 8.
----------------
2. Restrictive Legend. Each certificate representing shares of
------------------
Common Stock now held by the Holders shall be stamped or otherwise imprinted
with a legend substantially in the following form:
THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 AND MAY ONLY BE SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF IN COMPLIANCE WITH THAT ACT AND APPLICABLE STATE
SECURITIES LAWS
3. Notice of Proposed Transfer. Prior to any proposed transfer of
---------------------------
any Restricted Stock, other than under the circumstances described in Section 4,
5 or 6, a Holder shall give written notice to the Company of its intention to
effect such transfer. Each such notice shall describe the manner of the proposed
transfer and, if requested by the Company, shall be accompanied by an opinion of
counsel reasonably satisfactory to the Company to the effect that the proposed
transfer of the Restricted Stock may be effected without registration under the
Securities Act, whereupon the Holder shall be entitled to transfer such
Restricted Stock in accordance with the terms of its notice; provided, however,
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that, notwithstanding the proposed terms of transfer set forth in such notice,
for a period of two years commencing on the date hereof, Restricted Stock may be
transferred only (i) under the circumstances contemplated by the Lock-up Letter
executed by each of the Stock Growth Plan and the Employee Stock Ownership Plan,
(ii) under the circumstances contemplated by Section 3.B(a) of the Underwriting
Agreement, between the Company and the Underwriters named therein, relating to
the Company's contemplated initial public offering, in the case of the Employee
Stock Ownership Plan, (iii) by one Holder to the other Holder, (iv) pursuant to
Rule 144 under the Securities Act or (v) in response to a tender offer made by a
third party for 100% of the outstanding Common Stock. After the expiration of
the 180-day period specified in the Lock-up Letters, Restricted Stock may also
be transferred in any disposition to any third party; provided, that, the
--------
approval of a majority of the Company's Board of Directors, which majority
includes at least two independent directors, shall be required for any sales to
a "non-financial" purchaser of 10% or more of the then outstanding Common Stock
and any sales to any other purchaser of 20% or more of the then outstanding
Common Stock. For purposes of the preceding sentence, a "non-financial"
purchaser is a purchaser (together with all "affiliates" and "associates" of
such purchaser, as such terms are defined in Rule 12b-2 under the Exchange Act)
that is acquiring the
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<PAGE>
Company Common Stock for the purpose, expressed in the Schedule 13D filed by
such purchaser, of obtaining control of, or substantial influence over, the
Company. Each certificate of Restricted Stock transferred pursuant to this
Section 3 shall bear the legend set forth in Section 2, unless (i) such transfer
is in accordance with the provisions of Rule 144 or any other rule permitting
public sale without registration under the Securities Act, or (ii) the opinion
of counsel referred to above is to the further effect that the transferee and
any subsequent transferee, other than an affiliate of the Company, would be
entitled to transfer such securities in a public sale without registration under
the Securities Act.
The foregoing restrictions on transferability of Restricted Stock
shall terminate as to any particular shares of Restricted Stock when such shares
shall have been effectively registered under the Securities Act and sold or
otherwise disposed of in accordance with the intended method of disposition by
the seller or sellers thereof set forth in the registration statement concerning
such shares. Whenever a Holder is able to demonstrate to the Company and its
counsel that the provisions of Rule 144(k) of the Securities Act are available
to such Holder without limitation, such Holder shall be entitled to receive from
the Company, without expense, a new certificate not bearing the restrictive
legend set forth in Section 2.
4. Required Registration.
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(a) Commencing two years after the date hereof, either Holder may
request the Company to register under the Securities Act all or any portion
of the Restricted Stock held by such requesting Holder for sale in the
manner specified in such notice, it being understood that the Company shall
only be obligated to register shares of Class A Common Stock. Such notice
shall not be effective unless the requesting Holder provides the other
Holder with a copy thereof (unless such notice is jointly given by both
Holders).
(b) Promptly following receipt of any notice under Section 4(a), the
Company shall use its best efforts to register under the Securities Act,
for public sale in accordance with the method of disposition specified in
such notice from the requesting Holder or Holders, the number of shares of
Restricted Stock specified in such notice and in any notice received from
the other Holder within 15 days after its receipt of such notice from the
requesting Holder; provided, however, that if the proposed method of
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disposition specified by the requesting Holders shall be an underwritten
public offering, the number of shares of Restricted Stock to be included in
such an offering may be reduced pro rata between the requesting Holders
--- ----
based on the number of shares of Restricted Stock so requested to be
registered if and to the extent that the managing underwriter shall be of
the opinion that such inclusion would adversely affect the marketing of the
Restricted Stock to be sold. If such method of disposition shall be an
underwritten public offering, the Company may designate the managing
underwriter of such offering, subject to the approval of the selling
Holders of a majority of the Restricted Stock included in the offering,
which approval shall not be unreasonably withheld. The Company shall be
obligated to register Restricted Stock pursuant to this Section 4 on two
occasions only. Notwithstanding anything to the contrary contained herein,
the obligation of the
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Company under this Section 4 shall be deemed satisfied only when a
registration statement covering all shares of Restricted Stock specified in
notices received as aforesaid, for sale in accordance with the method of
disposition specified by the requesting Holders, shall have become
effective and, if such method of disposition is a firm commitment
underwritten public offer, all such shares shall have been sold pursuant
thereto.
(c) The Company shall be entitled to include in any registration
statement referred to in this Section 4, for sale in accordance with the
method of disposition specified by the requesting Holders, shares of Class
A Common Stock to be sold by the Company for its own account, except as and
to the extent that, in the opinion of the managing underwriter, if such
method of disposition shall be an underwritten public offering, such
inclusion would adversely affect the marketing of the Restricted Stock to
be sold. Except as provided in this paragraph (c), the Company shall not
effect any other registration of its Class A Common Stock, whether for its
own account or that of other holders, from the date of receipt of a notice
from the requesting Holders pursuant to this Section 4 until the completion
of the period of distribution of the registration contemplated thereby.
5. Form S-3 Registration.
---------------------
(a) Commencing two years after the date hereof, either or both Holders
may request the Company to effect a registration on Form S-3 and any
related qualification or compliance with respect to at least 20% of the
total Restricted Stock owned by them. Such notice shall not be effective
unless the requesting Holder provides the other Holder with a copy thereof
(unless such notice is jointly given by both Holders). In such event, the
Company shall, as soon as practicable, effect such registration, including,
without limitation, the execution of an undertaking to file post-effective
amendments, appropriate qualifications under applicable blue sky or other
state securities laws and appropriate compliance with applicable
regulations issued under the Securities Act and any other government
requirements or regulations, as may be so requested and as would permit or
facilitate the sale and distribution of all or such portion of the Holders'
Restricted Stock as are specified in such request, together with all or
such portion of the Restricted Stock of any Holder or Holders joining in
such request as are specified in a written request given within 30 days
after receipt of such written notice from the Company; provided, that the
--------
Company shall not be obligated to effect any such registration,
qualification or compliance pursuant to this Section 5 (A) more than once
in any 12-month period, or (B) if the Company is not entitled to use Form
S-3. In any event, the Company shall only be obligated to register shares
of Class A Common Stock.
(b) Registrations effected pursuant to this Section 5 shall not be
counted as requests for registration effected pursuant to Section 4.
-4-
<PAGE>
6. Incidental Registration. Commencing one year after the date
-----------------------
hereof, if the Company, other than pursuant to Section 4 or 5, proposes to
register any of its Class A Common Stock under the Securities Act for sale to
the public, whether for its own account or for the account of other security
holders or both, except with respect to registration statements on Form S-4 or
S-8 or another form not available for registering the Restricted Stock for sale
to the public, it shall give written notice at such time to the Holders of its
intention to do so. On the written request of either Holder, given within 30
days after receipt of any such notice by the Company, to register any of its
Restricted Stock, which request shall state the intended method of disposition
thereof, the Company shall use its best efforts to cause the Restricted Stock as
to which registration shall have been so requested to be included in the
securities to be covered by the registration statement proposed to be filed by
the Company, all to the extent requisite to permit the sale or other disposition
by such Holder, in accordance with its written request, of such Restricted Stock
so registered; provided, that nothing herein shall prevent the Company from
--------
abandoning or delaying such registration at any time and provided that the
Company shall only be obligated to register shares of Class A Common Stock. In
the event that any registration pursuant to this Section shall be, in whole or
in part, an underwritten public offering, any request by a Holder pursuant to
this Section 6 to register Restricted Stock shall specify that either (i) such
Restricted Stock is to be included in the underwriting on the same terms and
conditions as the shares of Class A Common Stock otherwise being sold through
underwriters under such registration or (ii) such Restricted Stock is to be sold
in the open market without any underwriting, on terms and conditions comparable
to those normally applicable to offerings of common stock in reasonably similar
circumstances. The number of shares of Restricted Stock to be included in such
an underwriting may be reduced pro rata among the requesting Holders based on
--- ----
the number of shares of Restricted Stock so requested to be registered if and to
the extent that the managing underwriter shall be of the opinion that such
inclusion would adversely affect the marketing of the securities to be sold by
the Company therein; provided, however, that such number of shares of Restricted
-------- -------
Stock shall not be reduced if any shares are to be included in such underwriting
for the account of any person other than the Company.
Notwithstanding anything to the contrary contained in this Section 6,
in the event that there is a firm commitment underwritten public offering of
securities of the Company pursuant to a registration covering Restricted Stock
and a Holder does not elect to sell his Restricted Stock to the underwriters of
the Company's securities in connection with such offering, such Holder shall
refrain from selling its Restricted Stock during the period of distribution of
the Company's securities by such underwriters and the period in which the
underwriting syndicate participates in the after market; provided, however, that
-------- -------
subject to any other applicable restrictions, such Holder shall, in any event,
be entitled to sell its Restricted Stock commencing on the 180th day after the
effective date of such registration statement.
7. Registration Procedures. If and whenever the Company is required
-----------------------
by the provisions of Section 4, 5 or 6 to use its best efforts to effect the
registration of any of the Restricted Stock under the Securities Act, the
Company shall, as expeditiously as possible:
-5-
<PAGE>
(a) prepare, and afford counsel for the selling Holders reasonable
opportunity to review and comment on, and file with the Commission a
registration statement, which, in the case of an underwritten public
offering pursuant to Section 4, shall be on Form S-1 or another form of
general applicability satisfactory to the managing underwriter selected as
therein provided with respect to such securities and use its best efforts
to cause such registration statement to become and remain effective for the
period of the distribution contemplated thereby, determined as hereinafter
provided;
(b) prepare, and afford counsel for the selling Holders reasonable
opportunity to review and comment on, and file with the Commission such
amendments and supplements to such registration statement and the
prospectus used in connection therewith as may be necessary to keep such
registration statement effective for the period specified in paragraph (a)
above and as to comply with the provisions of the Securities Act with
respect to the disposition of all Restricted Stock covered by such
registration statement in accordance with the selling Holders' intended
method of disposition set forth in such registration statement for such
period;
(c) furnish to each selling Holder and to each underwriter such number
of copies of the registration statement and the prospectus included
therein, including each preliminary prospectus, as such persons may
reasonably request in order to facilitate the public sale or other
disposition of the Restricted Stock covered by such registration statement;
(d) use its best efforts to register or qualify the Restricted Stock
covered by such registration statement under the securities or blue sky
laws of such jurisdictions as the selling Holders or, in the case of an
underwritten public offering, the managing underwriter, shall reasonably
request; provided, that the Company shall not be required to (i) qualify
--------
generally to do business in any jurisdiction where it would not otherwise
be required to qualify but for this paragraph (d), (ii) subject itself to
taxation in any such jurisdiction or (iii) consent to general service of
process in any such jurisdiction;
(e) immediately notify each selling Holder under such registration
statement and each underwriter at any time when a prospectus relating
thereto is required to be delivered under the Securities Act of the
happening of any event as a result of which the prospectus contained in
such registration statement, as then in effect, includes an untrue
statement of a material fact or omits to state any material fact required
to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing;
(f) use its best efforts, if the offering is underwritten, to furnish,
at the request of any selling Holder, on the date that Restricted Stock is
delivered to the underwriters for sale pursuant to such registration: (i)
an opinion dated such date of counsel representing the Company for the
purposes of such registration, addressed to the underwriters and to such
selling Holder, stating that such registration statement
-6-
<PAGE>
has become effective under the Securities Act and that (A) to the best
knowledge of such counsel, no stop order suspending the effectiveness
thereof has been issued and no proceedings for that purpose have been
instituted or are pending or contemplated under the Securities Act; (B) the
registration statement, the related prospectus, and each amendment or
supplement thereof, comply as to form in all material respects with the
requirements of the Securities Act and the applicable rules and regulations
of the Commission thereunder, except that such counsel need express no
opinion as to financial statements, the notes thereto, and the financial
schedules and other financial and statistical data contained therein; and
(C) to such other effects as may reasonably be requested by counsel for the
underwriters or by such selling Holder or its counsel, and (ii) a letter
dated such date from the independent public accountants retained by the
Company, addressed to the underwriters, stating that they are independent
public accountants within the meaning of the Securities Act and that, in
the opinion of such accountants, the financial statements of the Company
included in the registration statement or the prospectus, or any amendment
or supplement thereof, comply as to form in all material respects with the
applicable accounting requirements of the Securities Act, and such letter
shall additionally cover such other financial matters, including
information as to the period ending no more than 5 business days prior to
the date of such letter, with respect to the registration in respect of
which such letter is being given as such underwriters or selling Holder may
reasonably request; and
(g) make available for inspection by each selling Holder, any
underwriter participating in any distribution pursuant to such registration
statement, and any attorney, accountant or other agent retained by such
selling Holder or underwriter, all financial and other records, pertinent
corporate documents and properties of the Company, and cause the Company's
officers, directors and employees to supply all information, reasonably
requested by any such selling Holder, underwriter, attorney, accountant or
agent in connection with such registration statement and permit such
selling Holder, attorney, accountant or agent to participate in the
preparation of such registration statement.
For purposes of paragraphs (a) and (b) above and of Section 4(c), the period of
distribution of Restricted Stock in a firm commitment underwritten public
offering shall be deemed to extend until each underwriter has completed the
distribution of all securities purchased by it, and the period of distribution
of Restricted Stock in any other registration shall be deemed to extend until
the earlier of the sale of all Restricted Stock covered thereby or six months
after the effective date thereof.
In connection with each registration hereunder, the selling Holders
shall furnish to the Company in writing such information with respect to
themselves and the proposed distribution by them as shall be reasonably
necessary in order to assure compliance with federal and applicable state
securities laws.
-7-
<PAGE>
In connection with each registration pursuant to Sections 4, 5 and 6
covering an underwritten public offering, the Company agrees to enter into a
written agreement with the managing underwriter selected in the manner herein
provided in such form and containing such provisions as are customary in the
securities business for such an arrangement between major underwriters and
companies of the Company's size and investment stature; provided, however, that
-------- -------
such agreement shall not contain any such provision applicable to the Company
which is inconsistent with the provisions hereof; provided, further, however,
-------- ------- -------
that the time and place of the closing under said agreement shall be as mutually
agreed upon among the Company, such managing underwriter and the selling
Holders.
8. Expenses. All expenses incurred by the Company in complying with
--------
Sections 4, 5 and 6, including, without limitation, all registration and filing
fees, printing expenses, fees and disbursements of counsel and independent
public accountants for the Company, fees of the National Association of
Securities Dealers, Inc., transfer taxes, fees of transfer agents and registrars
and fees and expenses of counsel for the selling Holders but excluding any
Selling Expenses, are herein called "Registration Expenses". All underwriting
discounts and selling commissions applicable to the sale of Restricted Stock are
herein called "Selling Expenses".
The Company shall pay all Registration Expenses in connection with
each registration statement filed pursuant to Section 4, 5 or 6. All Selling
Expenses in connection with any registration statement filed pursuant to Section
4, 5 or 6 shall be borne by the selling Holders in proportion to the number of
shares sold by each, or by such persons other than the Company, except to the
extent the Company shall be a seller, as they may agree.
9. Indemnification. In the event of a registration of any of the
---------------
Restricted Stock under the Securities Act pursuant to Section 4, 5 or 6, the
Company shall indemnify and hold harmless each selling Holder thereunder and
each underwriter of Restricted Stock thereunder and each other person, if any,
who controls such selling Holder or underwriter within the meaning of the
Securities Act, against any losses, claims, damages or liabilities, joint or
several, to which such selling Holder or underwriter or controlling person may
become subject under the Securities Act or otherwise, insofar as such losses,
claims, damages or liabilities, or actions in respect thereof, arise out of or
are based upon any untrue statement or alleged untrue statement of any material
fact contained in any registration statement under which such Restricted Stock
was registered under the Securities Act pursuant to Section 4, 5 or 6, any
preliminary prospectus or final prospectus contained therein, or any amendment
or supplement thereof, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and shall reimburse
each such selling Holder, each such underwriter and each such controlling person
for any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the Company shall not be liable in any such case if and
- -------- -------
to the extent that any such loss, claim, damage or liability arises out of or is
based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in reliance upon and in
-8-
<PAGE>
conformity with information furnished by such selling Holder, such underwriter
or such controlling person in writing specifically for use in such registration
statement or prospectus.
In the event of a registration of any of the Restricted Stock under
the Securities Act pursuant to Section 4, 5 or 6, each selling Holder
thereunder, severally and not jointly, shall indemnify and hold harmless the
Company and each person, if any, who controls the Company within the meaning of
the Securities Act, each officer of the Company who signs the registration
statement, each director of the Company, each underwriter and each person who
controls any underwriter within the meaning of the Securities Act, against all
losses, claims, damages or liabilities, joint or several, to which the Company
or such officer or director or underwriter or controlling person may become
subject under the Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities, or actions in respect thereof, arise out of or are based
upon any untrue statement or alleged untrue statement of any material fact
contained in the registration statement under which such Restricted Stock was
registered under the Securities Act pursuant to Section 4, 5 or 6, any
preliminary prospectus or final prospectus contained therein, or any amendment
or supplement thereof, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and shall reimburse the
Company and each such officer, director, underwriter and controlling person for
any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that such selling Holder shall be liable hereunder in any
- -------- -------
such case if and only to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in reliance upon and in
conformity with information furnished by such selling Holder in writing
specifically for use in such registration statement or prospectus; provided,
--------
further, however, that the liability of each selling Holder hereunder shall be
- ------- -------
limited to the proportion of any such loss, claim, damage, liability or expense
which is equal to the proportion that the public offering price of shares sold
by such selling Holder under such registration statement bears to the total
public offering price of all securities sold thereunder, but not to exceed the
proceeds, net of underwriting discounts and commissions, received by such
selling Holder from the sale of Restricted Stock covered by such registration
statement.
Promptly after receipt by an indemnified party hereunder of notice of
the commencement of any action, such indemnified party shall, if a claim in
respect thereof is to be made against the indemnifying party hereunder, notify
the indemnifying party in writing thereof, but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party other than under this Section 9. In case any such action
shall be brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate in and, to the extent it shall wish, to assume and
undertake the defense thereof with counsel satisfactory to such indemnified
party, and, after notice from the indemnifying party to such indemnified party
of its election so to assume and undertake the defense thereof, the indemnifying
party shall not be liable to such indemnified party under this Section 9 for any
legal expenses subsequently incurred by such indemnified party in connection
with the defense
-9-
<PAGE>
thereof other than reasonable costs of investigation and of liaison with counsel
so selected; provided, however, that, if the defendants in any such action
-------- -------
include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be reasonable
defenses available to it which are different from or additional to those
available to the indemnifying party, or if the interests of the indemnified
party reasonably may be deemed to conflict with the interests of the
indemnifying party, the indemnified party shall have the right to select a
separate counsel and to assume such legal defenses and otherwise to participate
in the defense of such action, with the expenses and fees of such separate
counsel and other expenses related to such participation to be reimbursed by the
indemnifying party as incurred.
Notwithstanding the foregoing, any indemnified party shall have the
right to retain its own counsel in any such action, but the fees and
disbursements of such counsel shall be at the expense of such indemnified party
unless (i) the indemnifying party shall have failed to retain counsel for the
indemnified person as aforesaid or (ii) the indemnifying party and such
indemnified party shall have mutually agreed to the retention of such counsel.
It is understood that the indemnifying party shall not, in connection with any
action or related actions in the same jurisdiction, be liable for the fees and
disbursements of more than one separate firm qualified in such jurisdiction to
act as counsel for the indemnified party. The indemnifying party shall not be
liable for any settlement of any proceeding effected without its written
consent, but if settled with such consent or if there be a final judgment for
the plaintiff, the indemnifying party agrees to indemnify the indemnified party
from and against any loss or liability by reason of such settlement or judgment.
If the indemnification provided for in the first two paragraphs of
this Section 9 is unavailable or insufficient to hold harmless an indemnified
party under such paragraphs in respect of any losses, claims, damages or
liabilities or actions in respect thereof referred to therein, then each
indemnifying party shall in lieu of indemnifying such indemnified party
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities or actions in such proportion as
appropriate to reflect the relative fault of the Company, on the one hand, and
the underwriters and the selling Holders, on the other, in connection with the
statements or omissions which resulted in such losses, claims, damages,
liabilities or actions as well as any other relevant equitable considerations,
including the failure to give any notice under the third paragraph of this
Section 9. The relative fault shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact
relates to information supplied by the Company, on the one hand, or the
underwriters and the selling Holders, on the other, and to the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The Company and each of you agree that it would not
be just and equitable if contributions pursuant to this paragraph were
determined by pro rata allocation, even if all of the selling Holders were
--- ----
treated as one entity for such purpose, or by any other method of allocation
which did not take account of the equitable considerations referred to above in
this paragraph. The amount paid or payable by an indemnified party as a result
of the losses, claims, damages, liabilities or action in respect thereof,
referred to above in this paragraph, shall be
-10-
<PAGE>
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this paragraph, the selling Holders
shall not be required to contribute any amount in excess of the amount, if any,
by which the total price at which the Common Stock sold by each of them was
offered to the public exceeds the amount of any damages which they would have
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission. No person guilty of fraudulent misrepresentations, within
the meaning of Section 11(f) of the Securities Act, shall be entitled to
contribution from any person who is not guilty of such fraudulent
misrepresentation.
The indemnification of underwriters provided for in this Section 9
shall be on such other terms and conditions as are at the time customary and
reasonably required by such underwriters. In that event the indemnification of
the sellers of Restricted Stock in such underwriting shall at the selling
Holders' request be modified to conform to such terms and conditions.
10. Changes in Common Stock. If, and as often as, there are any
-----------------------
changes in the Common Stock by way of stock split, stock dividend, combination
or reclassification, or through merger, consolidation, reorganization or
recapitalization, or by any other means, appropriate adjustment shall be made in
the provisions hereof, as may be required, so that the rights and privileges
granted hereby shall continue with respect to the Common Stock as so changed.
11. Representations and Warranties of the Company. The Company
---------------------------------------------
represents and warrants to you as follows:
(a) The execution, delivery and performance of this Agreement by the
Company have been duly authorized by all requisite corporate action and
shall not violate any provision of law, any order of any court or other
agency of government, the Restated Certificate of Incorporation or Restated
By-laws of the Company, or any provision of any indenture, agreement or
other instrument to which it or any of its properties or assets is bound,
or conflict with, result in a breach of or constitute, with due notice or
lapse of time or both, a default under any such indenture, agreement or
other instrument, or result in the creation or imposition of any lien,
charge or encumbrance of any nature whatsoever upon any of the properties
or assets of the Company.
(b) This Agreement has been duly executed and delivered by the Company
and constitutes the legal, valid and binding obligation of the Company,
enforceable in accordance with its terms, subject to considerations of
public policy in the case of the indemnification provisions hereof.
12. Rule 144 Reporting. The Company agrees with you as follows:
------------------
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<PAGE>
(a) The Company shall make and keep public information available, as
those terms are understood and defined in Rule 144 under the Securities
Act, at all times from and, after the date it is first required to do so.
(b) The Company shall file with the Commission in a timely manner all
reports and other documents as the Commission may prescribe under Section
13(a) or 15(d) of the Exchange Act at any time after the Company has become
subject to such reporting requirements of the Exchange Act.
(c) The Company shall furnish to each Holder forthwith on request (i)
a written statement by the Company as to its compliance with the reporting
requirements of Rule 144, at any time from and after the date it first
becomes subject to such reporting requirements, and of the Securities Act
and the Exchange Act, at any time after it has become subject to such
reporting requirements, (ii) a copy of the most recent annual or quarterly
report of the Company, and (iii) such other reports and documents so filed
as a Holder may reasonably request to avail itself of any rule or
regulation of the Commission allowing a Holder to sell any Restricted Stock
without registration.
13. Agreement of Employee Stock Ownership Plan as to Future
-------------------------------------------------------
Purchases. The Employee Stock Ownership Plan agrees that it shall not increase
- ---------
its holdings of Common Stock by more than 33% of the outstanding shares of
Class A Common Stock in any three-year period, unless the Company's independent
directors approve the purchase of a greater amount.
14. Miscellaneous.
-------------
(a) 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 whether so
expressed or not.
(b) All notices, requests, consents and other communications hereunder
shall be in writing and shall be delivered by hand or sent by first class
registered mail, postage prepaid, or reputable overnight courier service
and shall be deemed given when so delivered by hand, or if mailed, three
days after mailing (one business day in the case of overnight courier
service), addressed as follows:
if to the Company:
Interep National Radio Sales, Inc.
100 Park Avenue
New York, New York 10017
Telephone: (212) 916-0700
Attn: Mr. William J. McEntee, Jr.
-12-
<PAGE>
with copies to:
Salans Hertzfeld Heilbronn Christy & Viener
620 Fifth Avenue
New York, New York 10020
Telephone: (212) 632-5500
Attn: Laurence S. Markowitz, Esq.
if to the Holders:
c/o Interep National Radio Sales, Inc.
100 Park Avenue
New York, New York 10017
Telephone: (212) 916-0700
Attn: Mr. Ralph C. Guild, Trustee
with copies to:
Ludwig, Goldberg & Krenzel
50 California Street
36/th/ Floor
San Francisco, CA 94111
Telephone: (415) 591-5200
Attn: Lawrence Goldberg, Esq.
or, in any case, at such other address or addresses as shall have been
furnished in writing to the Company, in the case of a Holder or to the
Holders, in the case of the Company.
(c) This Agreement shall be governed by and construed in accordance
with the laws of the State of New York.
(d) 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. The Company shall not grant any registration rights to any
other person without your consent.
(e) 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.
-13-
<PAGE>
Please indicate your acceptance of the foregoing, by signing and
returning the enclosed counterpart of this letter, whereupon this letter (herein
sometimes called "this Agreement") shall be a binding agreement between the
Company and you.
Very truly yours,
INTEREP NATIONAL RADIO SALES, INC.
By:/s/ William J. McEntee, Jr.
--------------------------------------
William J. McEntee, Jr.
Vice President
AGREED TO AND ACCEPTED
as of the date first above written
INTEREP EMPLOYEE STOCK OWNERSHIP PLAN
By:/s/ Ralph C. Guild
---------------------------------
Ralph C. Guild
Trustee
INTEREP STOCK GROWTH PLAN
By:/s/ Ralph C. Guild
---------------------------------
Ralph C. Guild
Trustee
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<PAGE>
EXHIBIT 2
Lock-Up Agreement - Stock Plans
BancBoston Robertson Stephens Inc.
Bear Stearns & Co. Inc.
HCFP/Brenner Securities, LLC
SPP Capital Partners, LLC
As Representatives of the Several Underwriters
c/o BancBoston Robertson Stephens Inc.
555 California Street, Suite 2600
San Francisco, California 94104
RE: Interep National Radio Sales, Inc. (the "Company")
Ladies & Gentlemen:
The undersigned is an owner of record or beneficially of certain shares
of Class A Common Stock of the Company ("Common Stock") or securities
convertible into or exchangeable or exercisable for Common Stock, including
shares of Class B Common Stock. The Company proposes to carry out a public
offering of Common Stock (the "Offering") for which you will act as the
representatives (the "Representatives") of the underwriters. The undersigned
recognizes that the Offering will be of benefit to the undersigned and will
benefit the Company by, among other things, raising additional capital for its
operations. The undersigned acknowledges that you and the other underwriters are
relying on the representations and agreements of the undersigned contained in
this letter in carrying out the Offering and in entering into underwriting
arrangements with the Company with respect to the Offering.
In consideration of the foregoing, the undersigned hereby agrees that
the undesigned will not offer to sell, contract to sell, or otherwise sell,
dispose of, loan, pledge or grant any rights with respect to (collectively, a
"Disposition") any Common Stock, any options or warrants to purchase any Common
Stock or any securities convertible into or exchangeable for Common Stock
(collectively, "Securities") now owned or hereafter acquired directly by such
person or with respect to which such person has or hereafter acquires the power
of disposition, otherwise than (i) as a bonafide gift or gifts, provided the
donee or donees thereof agree in writing to be bound by this restriction, (ii)
as a distribution in the form of shares of Class A Common Stock to its
participants in connection with the termination of employment from the Company
of any such participant as required by provisions of the Employee Retirement
Income Security Act of 1974, as amended, or as otherwise required by the
provisions of the Internal Revenue Code of 1986, as amended (it being understood
that any such participant that is subject to a lock-up agreement individually
will be bound by the terms of such agreement with respect to any Securities
acquired by such participant from the Interep Employee Stock Ownership Plan or
the Company's Stock Growth Plan), (iii) sales of shares of Class B Common Stock
by the Interep Employee Stock Ownership Plan to the Company's Stock Growth Plan
in a manner, and in amounts, consistent with past sales or (iv) with the prior
written consent of BancBoston Robertson Stephens Inc., for a period commencing
on the date hereof and continuing to t adate 180 days after the Registration
Statement is declared effective by the Securities and Exchange Commission (the
"Lock-up Period"). The foregoing restriction has been expressly agreed to
prelude the holder of the Securities from engaging in any hedging or other
transaction which is designed to or
<PAGE>
reasonably expected to lead to or result in a Disposition of Securities during
the Lock-up Period, even if such Securities would be disposed of by someone
other than such holder. Such prohibited hedging or other transactions would
include, without limitation, any short sale (whether or not against the box) or
any purchase, sale or grant of any right (including, without limitation, any put
or call option) with respect to any Securities or with respect to any security
(other than a broad-based market basket or index) that included, relates to or
derives any significant part of its value from Securities. The undersigned also
agrees and consents to the entry of stop transfer instructions with the
Company's transfer agent and registrar against the transfer of Common Stock or
Securities held by the undersigned except in compliance with the foregoing
restrictions. BancBoston Robertson Stephens Inc., acting alone and in its sole
discretion, may waive any provisions of this Lock-Up Agreement without notice to
any third party.
This agreement is irrevocable and will be binding on the undersigned and
the respective successors, heirs, personal representatives, and assigns of the
undersigned. In the event that the Registration Statement shall not have been
declared effective on or before March 31, 2000, this Lock-Up Agreement shall be
of no further force or effect.
Dated: December 7, 1999
INTEREP EMPLOYEE STOCK OWNERSHIP PLAN
/s/ Ralph C. Guild
By: ___________________________________
Ralph C. Guild, Trustee
