<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Vista Eyecare, Inc. f/k/a National Vision Associates, Ltd.
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
- -------------------------------------------------------------------------------
(Title of Class of Securities)
638459107
- -------------------------------------------------------------------------------
(CUSIP Number)
Kimberley E. Thompson, c/o ITC Holding Company, Inc.
1239 O.G. Skinner Drive, West Point, GA 31833 (703) 619-9678
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
September 10, 1999
- -------------------------------------------------------------------------------
(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. [ ]
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE> 2
SCHEDULE 13D
CUSIP No. 638459107 Page 2 of 13 Pages
<TABLE>
<S> <C> <C>
- ---------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
ITC SERVICE COMPANY
- ---------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
- ---------------------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- ---------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ---------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- ---------------------------------------------------------------------------------------
7 SOLE VOTING POWER
3,356,648
NUMBER OF
SHARES -------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING -------------------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 3,356,648
-------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- ---------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 3,356,648
- ---------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ---------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.8%
- ---------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- ---------------------------------------------------------------------------------------
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 3
CUSIP No. 638459107 Page 3 of 13 Pages
This statement amends the Schedule 13D filed with the Securities and
Exchange Commission on August 19, 1998 and amended by Amendment No. 1 filed on
November 2, 1998, Amendment No. 2 filed on March 25, 1999, Amendment No. 3 filed
on April 27, 1999 and Amendment No. 4 filed on June 4, 1999 by Campbell B.
Lanier, III ("Mr. Lanier"), Jane Lanier ("Mrs. Lanier"), Campbell B. Lanier, IV
("Mr. Lanier IV"), ITC Service Company ("ITC Service"), Campbell B. Lanier, III
Grantor Retained Annuity Trust (the "Lanier Trust"), William H. Scott, III ("Mr.
Scott"), Martha J. Scott ("Mrs. Scott"), the William H. Scott, III Irrevocable
Trust f/b/o Mary Martha Scott (the "Scott Trust"), Bryan W. Adams ("Mr. Adams"
and, together with Mr. and Mrs. Lanier, Mr. Lanier IV, ITC Service, the Lanier
Trust, Mr. and Mrs. Scott and the Scott Trust, the "Reporting Persons") and J.
Douglas Cox ("Mr. Cox") and Sandy Cox ("Mrs. Cox"), relating to the Common
Stock, par value $.01 per share (the "Common Stock"), of Vista Eyecare, Inc.
f/k/a National Vision Associates, LTD., a Georgia corporation (the "Company").
ITEM 2. IDENTITY AND BACKGROUND
Item 2 is hereby amended by adding the following additional information:
On September 1, 1999, Mr. and Mrs. Cox withdrew as members of the group
and, accordingly, are no longer included as Reporting Persons in this Schedule
13D report.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is hereby amended by adding the following additional information:
ITC Service purchased 600,000 shares of Common Stock of the Company on
September 10, 1999 for an aggregate consideration of approximately $1,809,375.
The funds used to purchase these shares came from the working capital of ITC
Service.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended and restated in its entirety as follows:
The Reporting Persons have acquired the shares of Common Stock in order to
obtain a significant investment position in the Company. Depending upon market
conditions and other factors, it is the current intention of the Reporting
Persons to acquire additional shares of the Common Stock. In this regard and as
disclosed in Amendment No. 2 and Amendment No. 3 to this Schedule 13D, Mr.
Lanier made a request to a representative of the Company that the Company
consider amending the Company's Shareholder Rights Plan (the "Plan," as more
fully discussed in the Current Report on Form 8-K filed by the Company with the
Securities and Exchange Commission on January 17, 1997) to permit the Reporting
Persons to purchase additional shares of Common Stock in excess of 15% of the
total shares outstanding without triggering the "Rights" issued under the Plan.
On April 23, 1999, the Company announced that it had granted an exception under
the Plan to allow the Reporting Persons to make additional purchases of its
Common Stock up to 25 percent of the total shares outstanding (inclusive of
those already owned by the Reporting Persons). On September 10, 1999, the
Company announced that it had granted a second exception under the Plan (the
"Second Exception") to allow the Reporting Persons
<PAGE> 4
CUSIP No. 638459107 Page 4 of 13 Pages
to make additional purchases of its Common Stock up to 28 percent of the total
shares outstanding (inclusive of those already owned by the Reporting Persons
together with their associates and affiliates). In order to ensure that the
Reporting Persons together with their associates and affiliates do not exceed
the 28 percent threshold, ITC Holding has requested, and the members of the
Board of Directors of ITC Holding have agreed, that the members of the Board of
Directors of ITC Holding will advise ITC Holding of any further proposed
purchases of Common Stock of the Company. In addition, in connection with the
Second Exception, the Company, ITC Service and Mr. Lanier have entered into a
Voting Agreement pursuant to which they have agreed that as long as, and only
for so long as, the Reporting Persons together with their associates and
affiliates beneficially own in excess of 25 percent of the total shares
outstanding (such amount in excess of 25 percent to be referred to herein as the
"Covered Shares") ITC Service and Mr. Lanier will vote on all matters on which
such shares are entitled to vote that number of shares equal to the total number
of Covered Shares in the same ratio as that which all other shares of Common
Stock are voted other than those shares of Common Stock owned by the Reporting
Persons or their affiliates. A copy of the Voting Agreement has been filed as
Exhibit 99.1 to this Amendment No. 5 and is incorporated herein by reference.
The Reporting Persons, however, reserve the right to, and may in the future
choose to, change their purpose with respect to their investment and take such
actions as they deem appropriate in light of the circumstances including,
without limitation, to dispose of all or a portion of the Common Stock which
they now own or may hereafter acquire.
The Reporting Persons have no present plans or proposals that relate to, or
would result in, an extraordinary corporate transaction involving the Company, a
sale or transfer of any of the Company's assets, a change in the present Board
of Directors or management of the Company, a change in the present
capitalization or dividend policy of the Company, any other material change in
the Company's business or corporate structure, changes in the Company's charter
or bylaws or with respect to the delisting or deregistration of any of the
Company's securities.
<PAGE> 5
CUSIP No. 638459107 Page 5 of 13 Pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended and restated in its entirety as follows:
As of the date of this report, the Reporting Persons beneficially own an
aggregate of 4,355,562 shares of the Company's Common Stock which represents
approximately 20.6% of the 21,179,103 shares of the Company's Common Stock
outstanding as of August 11, 1999.
<TABLE>
<S> <C> <C> <C>
Mr. Lanier has
i) sole power to vote or direct the vote 153,832(1)
ii) shared power to vote or direct the vote 750
iii) sole power to dispose or direct the disposition 153,832(1)
iv) shared power to dispose or direct the disposition 750
(1) Includes vested options convertible for an aggregate of 16,875 shares.
Mrs. Lanier has
i) sole power to vote or direct the vote 0
ii) shared power to vote or direct the vote 750
iii) sole power to dispose or direct the disposition 0
iv) shared power to dispose or direct the disposition 750
Mr. Lanier, IV has
i) sole power to vote or direct the vote 25,550
ii) shared power to vote or direct the vote 0
iii) sole power to dispose or direct the disposition 25,550
iv) shared power to dispose or direct the disposition 0
ITC Service has
i) sole power to vote or direct the vote 3,356,648
ii) shared power to vote or direct the vote 0
iii) sole power to dispose or direct the disposition 3,356,648
iv) shared power to dispose or direct the disposition 0
</TABLE>
<PAGE> 6
CUSIP No. 638459107 Page 6 of 13 Pages
<TABLE>
<S> <C> <C> <C>
Lanier Trust has
i) sole power to vote or direct the vote 700,000
ii) shared power to vote or direct the vote 0
iii) sole power to dispose or direct the disposition 700,000
iv) shared power to dispose or direct the disposition 0
Mr. Scott has
i) sole power to vote or direct the vote 782,782(2)
ii) shared power to vote or direct the vote 0
iii) sole power to dispose or direct the disposition 782,782(2)
iv) shared power to dispose or direct the disposition 0
(2) Includes 700,000 shares of Common Stock owned
by the Lanier Trust of which Mr. Scott is the sole trustee.
Mrs. Scott has
i) sole power to vote or direct the vote 28,000(3)
ii) shared power to vote or direct the vote 0
iii) sole power to dispose or direct the disposition 28,000(3)
iv) shared power to dispose or direct the disposition 0
(3) Includes 10,000 shares of Common Stock owned by
the Scott Trust of which Mrs. Scott is the sole trustee.
Scott Trust has
i) sole power to vote or direct the vote 0
ii) shared power to vote or direct the vote 10,000
iii) sole power to dispose or direct the disposition 0
iv) shared power to dispose or direct the disposition 10,000
Mr. Adams has
i) sole power to vote or direct the vote 8,000
ii) shared power to vote or direct the vote 0
iii) sole power to dispose or direct the disposition 8,000
iv) shared power to dispose or direct the disposition 0
</TABLE>
<PAGE> 7
CUSIP No. 638459107 Page 7 of 13 Pages
The Reporting Persons have engaged in the following transactions in the
Company's Common Stock since the Schedule 13D/A No. 4 was filed on June 4, 1999:
<TABLE>
<CAPTION>
REPORTING NUMBER OF PRICE TYPE OF
PERSON DATE SHARES PER SHARE TRANSACTION
------ ---- ------ --------- -----------
<S> <C> <C> <C> <C>
ITC Service 15-Sept-99 600,000 3.016 Open Market
</TABLE>
No person other than Mr. Lanier has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
shares of Common Stock beneficially owned by Mr. Lanier except with respect to
the 750 shares of Common Stock owned by Mrs. Lanier, of which Mrs. Lanier has
such rights.
No person other than Mr. Lanier, IV has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from sale of, the
shares of Common Stock beneficially owned by Mr. Lanier, IV.
No person other than ITC Service, has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from sale of, the shares
of Common Stock beneficially owned by ITC Service, except that since ITC Service
is an indirect wholly owned subsidiary of ITC Holding, ITC Holding indirectly
has the right to receive and the power to direct the receipt of dividends from,
and the proceeds from the sale of, the shares of Common Stock beneficially owned
by ITC Service.
No person other than Mr. Scott and the Lanier Trust has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from sale of, the shares of Common Stock beneficially owned by the Lanier Trust.
No person other than Mr. Scott has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from sale of, the shares
of Common Stock beneficially owned by Mr. Scott.
No person other than Mrs. Scott has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from sale of, the shares
of Common Stock beneficially owned by Mrs. Scott.
No person other than Mrs. Scott and the Scott Trust has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from sale of, the shares of Common Stock beneficially owned by the Scott Trust.
No person other than Mr. Adams has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from sale of, the shares
of Common Stock beneficially owned by Mr. Adams.
<PAGE> 8
CUSIP No. 638459107 Page 8 of 13 Pages
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Item 6 is hereby amended by adding the following:
Except as described in Item 4 above, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 or between such persons and any other person with respect to any
securities of the Company.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
Exhibit No. Exhibit
99.1 Voting Agreement dated September 9, 1999 by and among
Vista Eyecare, Inc., ITC Service Company and Campbell B.
Lanier, III.
<PAGE> 9
CUSIP No. 638459107 Page 9 of 13 Pages
SIGNATURES
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: October 18, 1999
/s/ Campbell B. Lanier, III
- -------------------------------------
By: Campbell B. Lanier, III
/s/ Jane Lanier
- -------------------------------------
By: Jane Lanier
/s/ Campbell B. Lanier, IV
- -------------------------------------
By: Campbell B. Lanier, IV
ITC SERVICE COMPANY
/s/ Kimberley E. Thompson
- -------------------------------------
By: Kimberley E. Thompson
Title: Senior Vice President - General Counsel
and Secretary
CAMPBELL B. LANIER, III GRANTOR RETAINED ANNUITY TRUST
/s/ William H. Scott, III
- -------------------------------------
By: William H. Scott, III
Title: Trustee
/s/ William H. Scott, III
- -------------------------------------
By: William H. Scott, III
/s/ Martha J. Scott
- -------------------------------------
By: Martha J. Scott
<PAGE> 10
CUSIP No. 638459107 Page 10 of 13 Pages
WILLIAM H. SCOTT, III IRREVOCABLE TRUST f/b/o MARY MARTHA SCOTT
/s/ Martha J. Scott
- -------------------------------------
By: Martha J. Scott
Title: Trustee
/s/ Bryan W. Adams
- -------------------------------------
By: Bryan W. Adams
<PAGE> 11
CUSIP No. 638459107 Page 11 of 13 Pages
APPENDIX I
OFFICERS AND DIRECTORS OF ITC SERVICE COMPANY
<TABLE>
<CAPTION>
NAME OF DIRECTOR
OR EXECUTIVE OFFICER PRINCIPAL OCCUPATION
AND BUSINESS ADDRESS OR EMPLOYMENT
- ----------------------------------- ------------------------------------
<S> <C>
Campbell B. Lanier, III, Director, Chairman and Chief Executive Officer
Chairman and Chief Executive Officer ITC Holding Company, Inc.
c/o ITC Service Company
1239 O.G. Skinner Drive
West Point, Georgia 31833
William H. Scott, III, Director, Chief Operating Officer and President
President and Chief ITC Holding Company, Inc.
Operating Officer
c/o ITC Service Company
1239 O.G. Skinner Drive
West Point, Georgia 31833
Bryan W. Adams, Senior Vice President, Senior Vice President - Chief Financial Officer
Chief Financial Officer, ITC Holding Company, Inc.
Treasurer and Assistant Secretary
c/o ITC Service Company
1239 O.G. Skinner Drive
West Point, Georgia 31833
Kimberley E. Thompson, Senior Vice Senior Vice President - General Counsel and
President - General Counsel and Secretary Secretary ITC Holding Company, Inc.
c/o ITC Service Company
1239 O.G. Skinner Drive
West Point, Georgia 31833
Dabsey M. Gray, Vice President, Vice President, Controller and
Controller and Assistant Secretary Assistant Secretary
c/o ITC Service Company ITC Holding Company, Inc.
1239 O.G. Skinner Drive
West Point, Georgia 31833
</TABLE>
<PAGE> 12
CUSIP No. 638459107 Page 12 of 13 Pages
APPENDIX II
OFFICERS AND DIRECTORS OF ITC HOLDING, INC.
<TABLE>
<CAPTION>
NAME OF DIRECTOR
OR EXECUTIVE OFFICER PRINCIPAL OCCUPATION
AND BUSINESS ADDRESS OR EMPLOYMENT
- ------------------------------------ -----------------------------------------------
<S> <C>
Campbell B. Lanier, III Chairman and Chief Executive Officer
c/o ITC Holding Company, Inc. ITC Holding Company, Inc.
1239 O.G. Skinner Drive
West Point, GA 31833
William H. Scott, III Chief Operating Officer and President
c/o ITC Holding Company, Inc. ITC Holding Company, Inc.
1239 O.G. Skinner Drive
West Point, GA 31833
Allen E. Smith Vice President
c/o ITC Holding Company, Inc. ITC Holding Company, Inc.
1239 O.G. Skinner Drive
West Point, GA 31833
Bryan W. Adams Senior Vice President - Chief Financial Officer
c/o ITC Holding Company, Inc. and Assistant Secretary
1239 O.G. Skinner Drive ITC Holding Company, Inc.
West Point, GA 31833
George Miller Senior Vice President - Corporate Development
c/o ITC Holding Company, Inc. ITC Holding Company, Inc.
1239 O.G. Skinner Drive
West Point, GA 31833
Kimberley E. Thompson Senior Vice President - General Counsel
c/o ITC Holding Company, Inc. and Secretary
1239 O.G. Skinner Drive ITC Holding Company, Inc.
West Point, GA 31833
Dabsey M. Gray Vice President, Controller and Assistant
c/o ITC Holding Company, Inc. Secretary
1239 O.G. Skinner Drive ITC Holding Company, Inc.
West Point, GA 31833
Robert Mills Vice President - Corporate Development
c/o ITC Holding Company, Inc. ITC Holding Company, Inc.
1239 O.G. Skinner Drive
West Point, GA 31833
</TABLE>
<PAGE> 13
CUSIP No. 638459107 Page 13 of 13 Pages
<TABLE>
<S> <C>
J. Smith Lanier, II, Director Chairman and Chief Executive Officer
c/o ITC Holding Company, Inc. J. Smith Lanier & Co.
1239 O.G. Skinner Drive
West Point, GA 31833
William T. Parr, Director Vice Chairman
c/o ITC Holding Company, Inc. J. Smith Lanier & Co.
1239 O.G. Skinner Drive
West Point, GA 31833
Malcolm C. Davenport, V, Director Certified Public Accountant and
c/o ITC Holding Company, Inc. Attorney
1239 O.G. Skinner Drive
West Point, GA 31833
Donald W. Weber, Director Entrepreneur and Consultant
c/o ITC Holding Company, Inc.
1239 O.G. Skinner Drive
West Point, GA 31833
O. Gene Gabbard, Director Entrepreneur and Consultant
c/o ITC Holding Company, Inc.
1239 O.G. Skinner Drive
West Point, GA 31833
William B. Timmerman, Director Chairman and Chief Executive Officer
c/o ITC Holding Company, Inc. SCANA Corporation
1239 O.G. Skinner Drive
West Point, GA 31833
Donald W. Burton, Director President
c/o ITC Holding Company, Inc. South Atlantic Capital Corporation
1239 O.G. Skinner Drive
West Point, GA 31833
Robert A. Dolson, Director Chairman and President
c/o ITC Holding Company, Inc. National Enterprises, Inc.
1239 O.G. Skinner Drive
West Point, GA 31833
</TABLE>
<PAGE> 1
EXHIBIT 99.1
THIS AGREEMENT (the "Agreement") is entered into as of September 9, 1999,
by and among VISTA EYECARE, INC., a Georgia corporation (the "Company"), ITC
SERVICE COMPANY, a Delaware corporation ("ITC"), and CAMPBELL B. LANIER, III
("Lanier").
W I T N E S S E T H:
WHEREAS, the Company entered into a Rights Agreement with Wachovia Bank of
North Carolina, N.A. dated as of January 17, 1997, as subsequently amended (the
"Rights Agreement"), pursuant to which the ownership of 15% or more shares of
Common Stock by any Acquiring Person would trigger certain consequences; and
WHEREAS, a group of which ITC and Lanier are members (the "13D Group") has
previously requested of the Company that it be allowed to become the Beneficial
Owner of up to 25% of the outstanding shares of Common Stock without triggering
the provisions of the Rights Agreement, which request was granted by the Company
on April 22, 1999; and
WHEREAS, the Company has agreed to a further exception to the restrictions
of the Rights Agreement to increase such amount to 28%, on the condition that
ITC and Lanier enter into this Agreement providing for certain restrictions on
the voting of certain of such shares;
NOW, THEREFORE, in consideration of the foregoing premises and promises and
other good and valuable consideration, the sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. Definitions
A. Undefined Capitalized Terms. Undefined capitalized terms
used in this Agreement (and the recitals thereto) shall have the
meanings given to them in the Rights Agreement.
B. Other. The following terms shall have the following
meanings in this Agreement:
"Covered Shares" means any Group Shares in excess of 25% of the
outstanding shares of Common Stock, but the number of Covered Shares
shall not exceed 3% of the outstanding shares of Common Stock.
"Group Shares" means Common Stock of which the 13D Group
is the Beneficial Owner.
2. During such time as there exist any Covered Shares, ITC and
Lanier agree to vote a number of shares of Common Stock owned by either of them
equal to the number of such Covered Shares on any matters presented to the
shareholders of the Company in the same ratio as all shares voted by any holders
of Common Stock other than (a) any member of the 13D Group, and (b) any
Affiliates and Associates of the 13D Group, which for purposes of this Paragraph
of this Agreement shall include, without limitation, all directors and executive
officers of ITC and ITC Holding Company, Inc., the parent corporation of ITC.
3. Promptly upon the request of the Company, ITC and Lanier agree
to irrevocably appoint the Company's designee as their lawful attorney and proxy
with full power of substitution for and in their respective names to vote (in
accordance with Paragraph 2 of this Agreement) shares owned
<PAGE> 2
by them equal to the number of Covered Shares, at all annual, special and other
meetings of shareholders of the Company (or by written consent in lieu thereof)
and at all other times the Covered Shares are required to be or may be voted.
ITC and Lanier understand and agree that the appointment and proxy, if granted,
will be irrevocable and coupled with an interest and will not terminate by
operation of law. Any such appointment and proxy arrangement shall terminate (a)
to the extent that shares of Common Stock cease to be Covered Shares or (b) as
provided in Paragraph 4 of this Agreement.
4. ITC and Lanier agree that they will not sell shares of Common
Stock in an amount that would cause them to collectively own less than the
number of Covered Shares without having first caused another person in the 13D
Group to have duly executed and delivered to the Company a copy of this
Agreement or a substantially similar agreement in form and substance
satisfactory to the Company, covering a number of shares that together with the
shares owned by ITC and Lanier would equal at least the number of Covered
Shares. Upon the execution and delivery of such agreement, the appointment and
proxy arrangement described in Paragraph 3 of this Agreement shall terminate
with respect to the shares of Common Stock sold by ITC or Lanier.
5. Nothing in this Agreement shall (a) be deemed an admission that
any Person is or is not an Affiliate or Associate of any other Person or (b)
preclude a Person from becoming or ceasing to be an Affiliate or Associate of
any other Person. Neither this Agreement nor any of its terms shall create any
implied or express obligation on the part of the Company to agree to make
further exceptions or take any additional action under the Rights Agreement.
6. All determinations as to the number of shares of Common Stock
outstanding shall be made in accordance with the provisions of the Rights
Agreement.
7. This Agreement shall be governed by, and construed and enforced
in accordance with, the laws of the State of Georgia, without regard to conflict
of laws principles. This Agreement may be executed in several counterparts, each
of which shall be deemed to be an original, and all of which together shall
constitute one and the same Agreement. All of the terms, provisions and
covenants of this Agreement shall be binding upon and inure to the benefit of
and be enforceable by the parties to this Agreement and their respective
successors and assigns.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
VISTA EYECARE, INC.
By: /s/ Mitchell Goodman
-------------------------------------
Title: Senior Vice President
--------------------------------
ITC SERVICE COMPANY
/s/ William H. Scott, III
----------------------------------------
By: William H. Scott, III
Title: President
/s/ Campbell B. Lanier, III
----------------------------------------
CAMPBELL B. LANIER, III
