<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
BREED TECHNOLOGIES, INC.
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(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
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(Title Class of Securities)
106702103
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(CUSIP Number)
JOHNNIE CORDELL BREED
C/O BREED TECHNOLOGIES, INC.
5300 OLD TAMPA HIGHWAY
LAKELAND, FLORIDA 33811
(813) 284-6000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
DECEMBER 20, 1996
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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 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 []
Check the following box if a fee is being paid with the statement __. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for all parties to whom copies are to
be sent.
*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).
(Continued on following pages)
Exhibit Index begins on Page 12
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<TABLE>
<CAPTION>
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CUSIP NO. 106702103 13D PAGE 2 OF 16 PAGES
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<S> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
A. Breed, Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[x]
(b)[ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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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
A. Breed, Ltd. was organized as a Texas limited partnership.
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7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY ------------------------------------------------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORTING
PERSON 8,477,750
WITH ------------------------------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
------------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
8,477,750
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,477,750
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OR CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.8%
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14 TYPE OF REPORTING PERSON*
A. Breed, Ltd. is classified as PN
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</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
Page 2 of 16
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<TABLE>
<CAPTION>
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CUSIP NO. 106702103 13D PAGE 3 OF 16 PAGES
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<S> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J. Breed, Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[x]
(b)[ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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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
J. Breed, Ltd. was organized as a Texas limited partnership.
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7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY ------------------------------------------------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORTING
PERSON 8,477,750
WITH ------------------------------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
------------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
8,477,750
- ----------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,477,750
- ----------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OR CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.8%
- ----------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
J. Breed, Ltd. is classified as PN
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</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
Page 3 of 16
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<TABLE>
<CAPTION>
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CUSIP NO. 106702103 13D PAGE 4 OF 16 PAGES
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<S> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Allen K. Breed (###-##-####)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[x]
(b)[ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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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
Mr. Breed is a citizen of the United States.
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7 SOLE VOTING POWER
NUMBER OF
SHARES ------------------------------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH REPORTING 17,010,600
PERSON -----------------------------------------------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
-----------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
17,010,600
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,010,600
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OR CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.8%
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14 TYPE OF REPORTING PERSON*
Mr. Breed is classified as IN
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</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 4 of 16
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<TABLE>
<CAPTION>
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CUSIP NO. 106702103 13D PAGE 5 OF 16 PAGES
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<S> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Johnnie Cordell Breed (###-##-####)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[x]
(b)[ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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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
Ms. Breed is a citizen of the United States.
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7 SOLE VOTING POWER
NUMBER OF
SHARES ------------------------------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH REPORTING 17,830,600
PERSON ------------------------------------------------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
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10 SHARED DISPOSITIVE POWER
17,830,600
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,830,600
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OR CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.4%
- ----------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
Ms. Breed is classified as IN
- ----------------------------------------------------------------------------------------------------------------------------
</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 5 of 16
<PAGE> 6
ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this statement relates
is the Common Stock, $.01 par value (the "Shares"), of Breed Technologies, Inc.
("Issuer"), a Delaware corporation, whose principal executive offices are
located at 5300 Old Tampa Highway, Lakeland, Florida 33811.
ITEM 2. IDENTITY AND BACKGROUND
A. Breed, Ltd.:
(a) The name of the first reporting person is A. Breed, Ltd.
(the "AB Partnership"). The general partner of the AB Partnership is Allen
Breed, Inc., for which Allen K. Breed is the sole executive officer and
director. The limited partner is the Allen K. Breed Revocable Trust, for which
Mr. Breed is the sole trustee and beneficiary. Pursuant to the partnership
agreement dated December 10, 1996, the Allen K. Breed Revocable Trust
transferred, by gift and without consideration, 8,477,750 shares of the Common
Stock of Breed Technologies, Inc. formerly held by it to the AB Partnership.
(b) The address of the AB Partnership is 334 Padre Boulevard,
#2602, South Padre Island, Texas 78597.
(c) The AB Partnership is a limited partnership which was
formed to promote the efficient and economical management of the assets
thereof. The address at which the AB Partnership performs such functions is as
listed in (b) above.
(d) The AB Partnership has not been convicted in a criminal
proceeding during the last five years.
(e) During the last five years, the AB Partnership has not
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction which resulted in a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
(f) The AB Partnership is a limited partnership organized in
the State of Texas.
J. Breed, Ltd.:
(a) The name of the second reporting person is J. Breed, Ltd.
(the "JB Partnership"). The general partner of the JB Partnership is Johnnie
Breed, Inc., for which Johnnie Cordell Breed is the sole executive officer and
director. The limited partner is the Johnnie Eileen Cordell Breed Revocable
Trust, for which Ms. Breed is the sole trustee and beneficiary. Pursuant to
the partnership agreement dated December 10, 1996, the Johnnie Eileen Cordell
Breed Revocable Trust transferred, by gift and without consideration, 8,477,750
shares of the Common Stock of Breed Technologies, Inc. formerly held by it to
the JB Partnership.
(b) The address of the JB Partnership is 334 Padre Boulevard,
#2602, South Padre Island, Texas 78597.
(c) The JB Partnership is a limited partnership which was
formed to promote the efficient and economical management of the assets
thereof. The address at which the JB Partnership performs such functions is as
listed in (b) above.
(d) The JB Partnership has not been convicted in a criminal
proceeding during the last five years.
(e) During the last five years, the JB Partnership has not
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction which resulted in a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
(f) The JB Partnership is a limited partnership organized in
the State of Texas.
Page 6 of 16
<PAGE> 7
Allen Breed, Inc.:
(a) The general partner of the AB Partnership is Allen Breed,
Inc. (the "AB General Partner").
(b) The business address of the AB General Partner is 334
Padre Boulevard, #2602, South Padre Island, Texas 78597.
(c) The principle business of the AB General Partner is to
manage the affairs of the limited partnership. The sole executive officer and
director of the AB General Partner is Allen K. Breed. The address at which
the AB General Partner conducts its business is as stated in (b) above.
(d) The AB General Partner has not been convicted in a
criminal proceeding during the last five years.
(e) During the last five years, the AB General Partner has
not been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction which resulted in a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
(f) The AB General Partner is a corporation organized in the
State of Texas.
Johnnie Breed, Inc.:
(a) The general partner of the JB Partnership is Johnnie
Breed, Inc. (the "JB General Partner").
(b) The business address of the JB General Partner is 334
Padre Boulevard, #2602, South Padre Island, Texas 78597.
(c) The principle business of the JB General Partner is to
manage the affairs of the limited partnership.] The sole executive officer and
director of the JB General Partner is Johnnie Cordell Breed. The address at
which the JB General Partner conducts its business is as stated in (b) above.
(d) The JB General Partner has not been convicted in a
criminal proceeding during the last five years.
(e) During the last five years, the JB General Partner has
not been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction which resulted in a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
(f) The JB General Partner is a corporation organized in the
State of Texas.
Allen K. Breed:
(a) Allen K. Breed ("Mr. Breed") is an individual who
influences control over the AB Partnership, the JB Partnership, the AB General
Partner and the JB General Partner and has beneficial ownership of the Shares.
(b) Mr. Breed's business address is Breed Technologies, Inc.,
5300 Old Tampa Highway, Lakeland, Florida 33811.
(c) Mr. Breed is Chairman of the Board of Directors and Chief
Executive Officer of the Issuer, a manufacturer of automotive airbag crash
sensors and airbag systems. Mr. Breed is the husband of Johnnie Cordell Breed.
The Issuer's principal address is 5300 Old Tampa Highway, Lakeland, Florida
33811.
(d) Mr. Breed has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) during the last five
years.
(e) During the last five years, Mr. Breed has not been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in a judgment, decree or final order enjoining
future
Page 7 of 16
<PAGE> 8
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) Mr. Breed is a citizen of the United States.
Johnnie Cordell Breed:
(a) Johnnie Cordell Breed ("Ms. Breed") is an individual who
influences control over the AB Partnership, the JB Partnership, the AB General
Partner and the JB General Partner and has beneficial ownership of the Shares.
(b) Ms. Breed's business address is Breed Technologies, Inc.,
5300 Old Tampa Highway, Lakeland, Florida 33811.
(c) Ms. Breed is President of the Issuer and a director of
the Issuer. The Issuer's principal address is 5300 Old Tampa Highway,
Lakeland, Florida 33811. She is the wife of Allen K. Breed.
(d) Ms. Breed has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) during the last five
years.
(e) During the last five years, Ms. Breed has not been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such
laws.
(f) Ms. Breed is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
No consideration was given for the transfer of any of the
Shares. The Shares were transferred pursuant to two certain Limited
Partnership Agreements, each dated December 10, 1996 (the "Agreements"), one by
and between Allen Breed, Inc. and Allen K. Breed as trustee of the Allen K.
Breed Revocable Trust, Agreement dated November 7, 1994 (the "AB Trust") and
the other by and between Johnnie Breed, Inc. and Johnnie Eileen Cordell Breed,
as trustee of the Johnnie Eileen Cordell Breed Revocable Trust, Agreement dated
November 7, 1994 (the "JB Trust," together with the AB Trust, the "Trusts").
Under the Agreements, the AB Trust transferred, by gift and without
consideration, 8,477,750 Shares to the new partnership, A. Breed, Ltd., for
which Allen Breed, Inc. is the general partner and the AB Trust is the limited
partner and the JB Trust transferred, by gift and without consideration,
8,477,750 Shares to the new partnership, J. Breed, Ltd., for which Johnnie
Breed, Inc. is the general partner and the JB Trust is the limited partner.
Pursuant to the Voting Agreement described in Item 6 below, Mr. and Ms. Breed
retain voting control of the Shares.
ITEM 4. PURPOSE OF TRANSACTIONS
The transfer was made in connection with certain financial and
estate planning matters for Mr. and Ms. Breed.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The following information is based on a total of 31,590,075 shares
outstanding on December 23, 1996.
(a) (i) Each of A. Breed, Ltd. and J. Breed, Ltd.
beneficially own 8,477,750 shares of the Issuer's outstanding Common Stock
directly after the transaction reported herein. The 8,477,750 shares of the
Issuer's Common Stock beneficially owned by each of A. Breed, Ltd. and J.
Breed, Ltd. constitutes approximately 26.8 percent and 26.8 percent,
respectively, of the Issuer's Common Stock. (ii) Neither the AB General
Partner nor the JB General Partner beneficially owns any shares of the Issuer's
stock. (iii) Mr. Breed beneficially owns 17,010,600 shares, constituting
53.8%, of the Issuer's stock. (iv) Ms. Breed beneficially owns 17,830,600
shares, constituting 56.4%, of the Issuer's stock.
Page 8 of 16
<PAGE> 9
(b) A. Breed, Ltd. and J. Breed, Ltd. have shared voting
and dispositive power over the 8,477,750 shares each beneficially owns pursuant
to the terms of a certain Voting Agreement, dated December 22, 1996 (the
"Voting Agreement"), by and among A. Breed, Ltd., J. Breed, Ltd. and Mr. and
Ms. Breed, individually.
(c) No transactions other than as reported herein have been
effected in the subject class of securities.
(d) No person, other than those reported herein, has the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the aggregate number of 16,955,500 Shares
beneficially owned by A. Breed, Ltd. and J. Breed, Ltd.
(e) Not applicable.
ITEM 6. CONTRACTS, AGREEMENTS, UNDERSTANDINGS OR RELATIONSHIP WITH
RESPECT TO SECURITIES OF ISSUER
Pursuant to the Voting Agreement, the parties thereto (the
"Parties") have agreed that (i) at any and all meetings of the stockholders of
the Company ("Stockholders Meetings"), each of the Parties will vote or cause
to be voted all shares owned by him, her it or over which he, she or it has
voting control in such manner as shall be mutually agreed upon by the Parties
in advance of such meeting; (ii) if Mr. Breed dies or becomes incapable of
discharging his obligations under the Voting Agreement while Ms. Breed is
still living and capable of discharging her obligations under the Voting
Agreement, then at any and all Stockholder Meetings, the successor-in-interest
or successors-in-interest to Mr. Breed, as the beneficial owner of all of the
outstanding interest of A. Breed, Ltd. shall vote or cause to be voted all
shares owned by him, her or it or over which he, she or it has voting control
as directed by Johnnie Breed, individually; (iii) if Ms. Breed dies or
becomes incapable of discharging her obligations under the Voting Agreement
while Mr. Breed is still living and capable of discharging his obligations
under the Voting Agreement, then at any and all Stockholder Meetings, the
successor-in-interest or successors-in-interest to Ms. Breed, as the beneficial
owner of all of the outstanding interest of J. Breed, Ltd. shall vote or cause
to be voted all shares owned by him, her or it or over which he, she or it has
voting control as directed by Allen Breed, individually; (iv) if A. Breed, Ltd.
terminates, then, at any and all Stockholder Meetings, Allen Breed,
individually, Johnnie Breed, individually and as the beneficial owner of all of
the outstanding interests of J. Breed, Ltd., and J. Breed, Ltd. shall vote or
cause to be voted all shares owned by him her or it or over which he, she or
it has voting control in such manner as shall be mutually agreed upon by Allen
Breed, individually and Johnnie Breed, individually and as the beneficial owner
of all of the outstanding interest of J. Breed, Ltd.; and (v) if J. Breed, Ltd.
terminates, then, at any and all Stockholder Meetings, Johnnie Breed,
individually, Allen Breed, individually and as the beneficial owner of all of
the outstanding interests of A. Breed, Ltd., and A. Breed, Ltd. shall vote or
cause to be voted all shares owned by him her or it or over which he, she or
it has voting control in such manner as shall be mutually agreed upon by
Johnnie Breed, individually and Allen Breed, individually and as the beneficial
owner of all of the outstanding interest of A. Breed, Ltd.;
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
1. Voting Agreement, dated December 22, 1996, by and among A.
Breed, Ltd., J. Breed, Ltd. and Mr. and Ms. Breed, individually.
Page 9 of 16
<PAGE> 10
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
it is certified that the information set forth in this statement is true,
complete and correct.
Dated: December 30, 1996
A. BREED, LTD.
by Allen Breed, Inc.,
General Partner for
A. Breed, Ltd.
By: Allen K. Breed
--------------------------------
Name: Allen K. Breed
Title: President
J. BREED, LTD.
by Johnnie Breed, Inc.,
General Partner
for J. Breed, Ltd.
By: Johnnie Cordell Breed
-------------------------------
Name: Johnnie Cordell Breed
Title: President
Page 10 of 16
<PAGE> 11
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.
Date: December 30, 1996
Allen Breed
---------------------
Name: Allen K. Breed
Date: December 30, 1996
Johnnie Cordell Breed
----------------------------
Name: Johnnie Cordell Breed
Page 11 of 16
<PAGE> 12
Exhibit Index
<TABLE>
<CAPTION>
Exhibit Page
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<S> <C>
Voting Agreement, dated 13
December 22, 1996, by and
among A. Breed, Ltd., J. Breed,
Ltd. and Allen Breed and
Johnnie Breed, individually.
</TABLE>
Page 12 of 16
<PAGE> 1
VOTING AGREEMENT
THIS AGREEMENT is made as of this 22nd day of December, 1996 by and
among certain holders of shares of the common stock, $.01 par value, of Breed
Technologies, Inc., a Delaware corporation (the "Company"), namely, A. Breed
Ltd., a Texas limited partnership ("AB Ltd."), J. Breed Ltd., a Texas limited
partnership ("JB Ltd."), Allen Breed, individually, and Johnnie Breed,
individually.
W I T N E S S E T H :
WHEREAS, Allen Breed, individually and as the beneficial owner of the
outstanding interests of AB Ltd., Johnnie Breed, individually and as the
beneficial owner of the outstanding interests of JB Ltd., AB Ltd. and JB Ltd.
(collectively, the "Parties"), desire to provide for the continuity and quality
of management of the Company; and
WHEREAS, to provide for such continuity and quality, the Parties have
mutually agreed to provide for the cooperative voting of their shares (as
defined below) in the Company with respect to all matters of the Company;
NOW, THEREFORE, in consideration of the mutual promises contained
herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged by all parties hereto, the parties hereto
mutually promise and agree as follows:
I. VOTING OF SHARES
1. As used in this Agreement the term "shares" shall include
shares of the common stock of the Company, and any and all other shares of
capital stock of the Company, by whatever name called, which carry voting
rights (including voting rights which arise by reason of default), and shall
include any shares now owned or subsequently acquired by any of the Parties,
however acquired, including shares acquired by or resulting from stock splits,
stock dividends, recapitalization and similar events.
2. The Parties hereby agree that, so long as AB Ltd. and JB Ltd.
continue to exist and so long as Allen Breed and Johnnie Breed are both living
and capable of discharging their obligations under this Agreement, at any and
all meetings of stockholders of
Page 13 of 16
<PAGE> 2
the Company (which shall include, for purposes of this Agreement, all written
actions in lieu of meetings) (the "Stockholders Meetings"), each of the Parties
shall vote or cause to be voted all shares owned by him, her or it or over
which he, she or it has voting control in such manner as shall be mutually
agreed upon by the Parties in advance of such meeting.
3. If Allen Breed dies or becomes physically incapable of
discharging his obligations under this Agreement while Johnnie Breed is still
living and capable of discharging her obligations under this Agreement, then,
at any and all Stockholder Meetings, the successor-in-interest or
successors-in-interest to Allen Breed, as the beneficial owner of all of the
outstanding interests of AB Ltd., and AB Ltd. shall vote or cause to be voted
all shares owned by him, her or it or over which he, she or it has voting
control as directed by Johnnie Breed, individually.
4. If Johnnie Breed does or becomes physically incapable of
discharging her obligations under this Agreement while Allen Breed is still
living and capable of discharging his obligations under this Agreement, then,
at any and all Stockholder Meetings, the successor-in-interest or
successors-in-interest to Johnnie Breed, individually, the
successor-in-interest or successors-in-interest to Johnnie Breed, as the
beneficial owner of all of the outstanding interests of JB Ltd., and JB Ltd.
shall vote or cause to be voted all shares owned by him, her or it or over
which he, she or it has voting control as directed by Allen Breed,
individually.
5. If AB Ltd. terminates, then, at any and all Stockholder
Meetings, Allen Breed, individually, Johnnie Breed, individually and as the
beneficial owner of all of the outstanding interests of JB Ltd., and JB Ltd.
shall vote or cause to be voted all shares owned by him, her or it or over
which he, she or it has voting control in such manner as shall be mutually
agreed upon by Allen Breed, individually, and Johnnie Breed, individually and
as the beneficial owner of all of the outstanding interests of JB Ltd.
6. If JB Ltd. terminates, then, at any and all Stockholder
Meetings, Allen Breed, individually and as the beneficial owner of all of the
outstanding interests of AB Ltd., Johnnie Breed, individually, and the AB Ltd.
shall vote or cause to be voted all shares owned by him, her or it or over
which he, she or it has voting control in such manner as shall be mutually
agreed upon by Allen Breed, individually and as the beneficial owner of all of
the outstanding interests of AB Ltd., and Johnnie Breed, individually.
Page 14 of 16
<PAGE> 3
II. GENERAL PROVISIONS
1. The term of this Agreement shall commence on the date hereof
and shall terminate upon any of the following events:
(a) the tenth anniversary of the date hereof;
(b) the termination of both JB Ltd. and AB Ltd.; or
(c) the mutual agreement of Allen Breed and Johnnie Breed,
individually, provided that both parties are still living and
capable of discharging their obligations under this Agreement,
or by the survivor, if either person has died or is no longer
capable of discharging his or her obligations under this
Agreement.
2. This Agreement sets forth the entire agreement of the Parties
with respect to the subject matter hereof and may not be amended, modified or
terminated, and no rights or provisions herein may be waived, without the
written approval of all of the Parties, provided, however, that any Party may
individually waive any of his, her or its rights hereunder without affecting
the rights of any other Party.
3. This Agreement shall be construed under and governed by the
laws of the State of Delaware, and shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, personal
representatives, successors and assigns.
4. Notice to be given pursuant to this Agreement shall be in
writing and shall be given by certified or registered mail, return receipt
requested. Notices shall be deemed given when personally delivered or when
mailed to the addresses of the respective Parties as set forth on the execution
page of this Agreement, or on the counterpart hereof executed by such party or
to such changed address as any Party may notify the others pursuant hereto,
except that a notice of change of address shall be deemed given when received.
5. The parties agree that in addition to any and all other
remedies that may be available at law in the event of any breach of this
Agreement, each of the Parties hereto shall be entitled to specific performance
of the obligations of the other Parties hereto and to appropriate injunctive
relief as may be granted by a court of competent jurisdiction.
6. This Agreement may be executed in any number of counterparts,
all of which together shall for all purposes constitute one Agreement, binding
on all the parties hereto
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<PAGE> 4
notwithstanding that all such parties have not signed the same counterpart.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
under seal as of the date and year first above written.
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Allen K. Breed, Individually
A. BREED LTD.
By: Allen Breed, Inc.,
General Partner
By:
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Johnnie Cordell Breed,
Individually
J. BREED LTD.
By: Johnnie Breed, Inc.,
General Partner
By:
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Page 16 of 16
