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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.________)*
SIFCO INDUSTRIES, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Shares, $1.00 Far Value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
826546-10-3
- --------------------------------------------------------------------------------
(CUSIP Number)
<TABLE>
<CAPTION>
<S> <C>
Janice G. Carlson, 101 Artillery Post Road, Fort Sam Houston, TX 78234 210/227-6715
- -----------------------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
</TABLE>
January 15, 1997
-------------------------------------------------------
(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 other 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).
<PAGE> 2
SCHEDULE 13D
- -------------------------- ---------------------------
CUSIP No. 826546-10-3 Page _____ of ______ Pages
- -------------------------- ---------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Janice G. Carlson
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [XX]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF ----------------------------------------------------------------
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,987,908
REPORTING -----------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,987,908
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.77%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
00
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
2 of 7
<PAGE> 3
SCHEDULE 13D
- -------------------------- --------------------------
CUSIP No. 826546-10-3 Page_____ of _______ Pages
- -------------------------- --------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles H. Smith, III
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [XX]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF ----------------------------------------------------------------
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,987,908
REPORTING -----------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,987,908
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.77%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
00
- --------------------------------------------------------------------------------
*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.
2 of 7
<PAGE> 4
ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, par value $1 per share (the
"Shares") of SIFCO Industries, Inc., an Ohio corporation ("SIFCO"), whose
principal executive offices are located at 970 East 64th Street, Cleveland, Ohio
44103.
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed by Charles H. Smith, III and Janice G. Carlson
as trustees (collectively the "Trustees") under the Voting Trust Agreement dated
as of January 15, 1997 (the "Voting Trust Agreement") which extends and renews
until January 31, 2002 the Voting Trust Agreement originally dated December 28,
1986.
Information as to each of these individuals is set forth below:
(a) Charles H. Smith, III.
(b) Mr. Smith's residence address is 8708 Rayburn Rd., Bethesda,
Maryland 20817.
(c) Mr. Smith's present principal occupation is financial specialist, at
the InterAmerican Development Bank.
(d) Mr. Smith has not, during the last five years, been convicted in any
criminal proceeding (excluding traffic violations or other minor offenses).
(e) Mr. Smith has not, during the last five years, been a party to any
civil proceeding as a result of which he is subject to any judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violations with respect to such laws.
(f) Mr. Smith is a citizen of the United States.
(a) Janice G. Carlson
(b) Mrs. Carlson's residence address is 101 Artillery Post Road, Fort
Sam Houston, Texas 78234.
(C) Mrs. Carlson's present principal occupation is homemaker.
(d) Mrs. Carlson has not, during the last five years, been convicted in
any criminal proceeding (excluding traffic violations or other minor offenses).
(e) Mrs. Carlson has not, during the last five years, been a party to
any civil proceeding as a result of which she is subject to any judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violations with respect to such laws.
<PAGE> 5
(f) Mrs. Carlson is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION.
Mr. Smith and Mrs. Carlson currently own, as Trustees, 1,987,908 SIFCO
Shares pursuant to the Voting Trust Agreement. The Voting Trust Agreement was
renewed for a term beginning February 1, 1997 and ending January 31, 2002 by the
Voting Trust Agreement dated January 15, 1997 to which this filing relates.
Concurrently with the effectiveness of the Voting Trust Agreement, Mrs. Carlson
was designated a Voting Trustee to replace her predecessor, Jeffrey P.
Gotschall.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the formation of the Voting Trust Agreement is to
continue the investment of the signing shareholders in SIFCO and to continue to
maintain the stability of SIFCO through the Trustees' exercise of voting control
over the SIFCO Shares in the Voting Trust.
The Trustees have no plan or proposal that would result in:
(a) the acquisition or disposition of any additional SIFCO securities
by any person;
(b) an extraordinary corporate transaction such as a merger,
reorganization or liquidation involving SIFCO or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of SIFCO or any
of its subsidiaries;
(d) any change in the present Board of Directors or management of SIFCO,
including any plan or proposal to change the number or term of directors or fill
any existing vacancies on the Board;
(e) any material change in the present capitalization or dividend
policy of SIFCO;
(f) any other material change in SIFCO's business or corporate
structure;
(g) changes in SIFCO's Articles of Incorporation or Regulations or
instruments corresponding thereto which may impede the acquisition of control of
SIFCO by any person;
(h) causing a class of securities of SIFCO to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of SIFCO becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or
<PAGE> 6
(j) any action similar to any of those enumerated above.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
(a) The aggregate number of SIFCO Shares subject to the Voting Trust
Agreement is 1,987,908, constituting approximately 38.77% of the 5,127,000
Shares of SIFCO outstanding on November 1, 1996. The ownership of voting trust
certificates under the Voting Trust Agreement is set forth on Exhibit 1.
(b) Mr. Smith and Mrs. Carlson share the power to vote the Shares
subject to the Voting Trust Agreement. Although the Trustees do not have the
power to dispose of the Shares subject to the Voting Trust, they share the power
to terminate the Voting Trust or to return Shares subject to the Trust to
holders of voting trust certificates.
(c) No transactions in SIFCO Shares or voting trust certificates have
been engaged in during the past sixty days by the Trustees or, to their
knowledge, any of the signing shareholders.
(d) Under the terms of the Voting Trust Agreement, all dividends paid
with respect to SIFCO Shares are distributed to the holders of the related
voting trust certificates.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
The Voting Trust Agreement is for a five-year term ending January 31,
2002. The Trustees may terminate the trust during any original or extended term
by notice to the holders of the voting trust certificates.
ITEM 7. EXHIBITS.
Exhibit (1). Voting Trust Certificate distribution as of February 1,
1997.
Exhibit (2). Voting Trust Agreement.
<PAGE> 7
SIGNATURE
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.
Dated: January 21, 1997 /s/ Charles H. Smith, III
--- -----------------------------------
Charles H. Smith, III
Dated: January 21, 1997 /s/ Janice G. Carlson
--- -----------------------------------
Janice G. Carlson
<PAGE> 8
EXHIBIT INDEX
Exhibit No. Description of Exhibit
- ----------- ----------------------
(1) Voting Trust Certificate
distribution as of
February 1, 1997
(2) Voting Trust Agreement
dated January 15, 1997
<PAGE> 1
Exhibit (1)
-----------
Voting Trust Certificate Distribution
SIFCO Industries, Inc
February 1, 1997
<TABLE>
<CAPTION>
SMITH FAMILY SHARES SUBTOTAL TOTAL PERCENT
<S> <C> <C> <C> <C>
C.H. Smith, Jr 273,267
Florence Smith (1) 1,500
NatCity TTEE Fund A RDS 112,354
NatCity TTEE Fund B RDS 41,313
FRW Trust, CHS 171,202
Subtotal Beneficial Holdings 599,636 11.71%
C.H. Smith, III 57,237
Hilda Smith 1,575
Jennifer C Smith (Cust) 2,863
Jennifer C Smith (TTEE) 14,250
C Jason Smith (Cust) 2,738
C Jason Smith (TTEE) 14,250
Deborah Potantus 59,741
Robert J Morris, Jr 225
Robert J Morris, III 9,738
Robert J Morris, III (TTEE) 7,125
Skyler D Morris (Cust) 250
Ryan C Morris 2,613
Ryan C Morris (TTEE) 14,250
Adam J Morris (Cust) 2,613
Adam J Morris (TTEE) 14,250
Molly D Morris (Cust) 2,613
Molly D Morris (TTEE) 14,250
Hudson D Smith 67,250
Deborah Ann Smith 2,205
Hudson D Smith, Jr. (Cust) 2,426
Hudson D Smith, Jr. (TTEE) 15,000
Cynthia Rhea Smith (Cust) 2,426
Cynthia Rhea Smith (TTEE) 15,000
Christina Halle Smith (Cust) 2,426
Christina Halle Smith (TTEE) 15,000
Subtotal Other Family 340,564 6.65%
<FN>
(1)Plus 1,000 shs SIFCO Common
Total Smith Family VTC's 940,200 18.37%
</TABLE>
<PAGE> 2
VTC Distribution February 1, 1997 Page 2
<TABLE>
<CAPTION>
GOTSCHALL FAMILY SHARES SUBTOTAL TOTAL PERCENT
<S> <C> <C> <C> <C>
Phyllis S Gotschall, TTEE 433,719
George D Gotschall, TTEE 137,588
FRW Trust, PSG 171,207
Subtotal Beneficial Holdings 742,514 14.51%
Jeffrey P Gotschall 87,755
Janice G Carlson 59,099
Laura G Gifford 51,844
Dianne Gotschall 400
Christie L Fulcher 3,375
David E Fuicher (Cust) 2,633
Judith A Gotschall 3,375
Andrew C Gotschall (Cust) 3,375
Charles H Gotschall (Cust) 3,375
Robert V Gifford, Jr 9,450
Craig Ramsey 400
Alison Ramsey (Cust) 400
Subtotal Other Family 225,481 4.40%
Total Gotschall Family 967,995 18.88%
CHS, Sr Foundation 77,963
Total Other Holdings 77,963 1.52%
---------
Grand Total Voting Trust shs issued (2) 1,987,908 38.77%
========= ======
Total SIFCO Shares Outstanding @11/01/96 5,127,000
=========
<FN>
(2)Plus 51 shs VTC unissued
</TABLE>
<PAGE> 1
EXHIBIT (2)
VOTING TRUST AGREEMENT
THIS AGREEMENT executed this 15th day of January l997 effective as of
the 1st day of February 1997 (hereinafter referred to as the "Effective Date"),
by and between those holders of Common Shares of SIFCO Industries, Inc. who
sign this Agreement (hereinafter sometimes collectively called the "Signing
Shareholders" and individually called "Signing Shareholder"), and JANICE CARLSON
and CHARLES H. SMITH, III, as Trustees and their successors in trust (said named
Trustees and their successors being hereinafter called the "Trustees");
WITNESSES THAT:
---------------
WHEREAS, each Signing Shareholder represents that he (the masculine
pronoun wherever used in this Agreement being intended to include the feminine)
owns the number of Common Shares of the Company set opposite his signature below
and deems it to be in his best interest to renew, continue and extend the Voting
Trust Agreement in effect with respect to his shares of the Company and maintain
on deposit hereunder the certificates evidencing his ownership of said shares in
order to continue the stability of management of the Company which the Signing
Shareholders believe should be continued for the benefit and protection of the
Company and its present and future shareholders;
NOW, THEREFORE, the Signing Shareholders hereof agree each with the
others, and each for himself and his heirs, administrators, successors and
assigns as follows:
1. DEPOSIT OF SHARE CERTIFICATES. As with the Voting Trust Agreements in
the past, each Signing Shareholder will continue to have their Common Shares of
the Company on deposit with the Trustees a certificate or certificates
(hereinafter called "share certificates") for the number of Common Shares of the
Company set opposite his signature below, so endorsed or accompanied by such
instrument or instruments of transfer as to maintain ownership of said shares in
the
1 of 2l
<PAGE> 2
Trustees; and shall likewise deposit hereunder each and every share certificate
for Common Shares of the Company which he may hereafter acquire.
2. DELIVERY OF TRUST CERTIFICATES. The Trustees have heretofore, and
from time to time in the future, upon the deposit with the Trustees by a Signing
Shareholder of new share certificates acquired by him, and upon his payment of
any and all transfer taxes required in connection therewith, the Trustees will
deliver, or cause to be delivered, to such Signing Shareholder voting trust
certificates (hereinafter called "Trust Certificates") for the number of Common
Shares so deposited in substantially the form shown in Exhibit A, attached
hereto and made a part hereof.
3. TRANSFER OF TRUST CERTIFICATES. Each Trust Certificate issued
hereunder and the interest in shares represented thereby shall be transferable
only upon the books of the Trustees by the registered holder in person or by
attorney upon surrender of the same properly endorsed or accompanied by a
properly executed instrument of transfer and upon payment of any transfer taxes
payable on such transfer, and in accordance with rules established for that
purpose by the Trustees. Each transfer so made shall vest in the transferee all
right and interest of the transferor in and under the Trust Certificate and this
Agreement with respect to the number of shares which the endorsement or transfer
evidences; and thereupon the Trustees will deliver, or cause to be delivered, to
the person or persons entitled, a new Trust Certificate or Certificates for the
number or numbers of interests in Common Shares of the Company indicated by the
endorsement or instrument of transfer. Until such transfer, the Trustees may
treat the registered holder of a Trust Certificate as the owner thereof for all
purposes whatsoever. The transfer books for the Trust Certificates may be closed
by the Trustees at any time prior to the payment or distribution of dividends or
for any other purpose. Each transferee of a Trust Certificate issued hereunder
shall by the acceptance of a Trust Certificate become a party hereto with like
effect as though a Signing Shareholder and shall be embraced within the meaning
of the terms "Trust Certificate holder" or "holder of a Trust Certificate"
wherever used herein.
2 of 21
<PAGE> 3
4. LOST TRUST CERTIFICATE. The holder of any Trust Certificate shall
immediately notify the Trustees of any loss, destruction or mutilation of the
same, and the Trustees may, in their discretion, cause a new Trust Certificate
to be issued to such holder for the same number of shares either upon the
surrender of the mutilated certificate or, in the case of loss or destruction,
upon satisfactory proof thereof and the giving of a bond in such form and amount
and with such sureties, if any, as the Trustees may require.
5. TITLE AND RIGHTS OF TRUSTEES. Title to all Common Shares of the
Company deposited hereunder shall remain vested in the Trustees, and title to
any new shares deposited hereunder may be transferred to the Trustees or their
nominees on the books of the Company, provided that as holders of such shares
the Trustees assume no liability as shareholders of the Company, their interest
therein and hereunder being as Trustees only. Nonetheless the Trustees shall,
in respect of all shares so held by them, possess and be entitled to exercise,
in their discretion, all rights of common shareholders of every kind and
character, including, but not limited to, the right to receive dividends on said
shares, the right to vote by proxy or otherwise such shares and to take part
in or consent in writing or otherwise to any corporate or shareholders' action,
including, but not limited to, the adoption of any amended Articles of
Incorporation or regulations of the Company or any amendment to such Articles or
regulations, the election of directors of the Company, the dissolution of the
Company, the merger or consolidation of the Company with any other corporation,
the sale or other disposition of all, or substantially all, of the assets of the
Company or the creation of any new class of shares having priority over the
Common Shares in respect of dividends or liquidating distributions or otherwise;
except that they shall not sell, pledge, hypothecate, mortgage or place a lien
or charge upon any of the shares deposited hereunder or subject hereto.
6. DIVIDEND AND COMPARABLE RIGHTS OF TRUST CERTIFICATE HOLDER. The
registered holder of each Trust Certificate shall be entitled to receive as soon
as practicable after the receipt by the Trustees of each dividend on the shares
hereunder, the amount of the dividend so received by the Trustees in cash or in
kind upon the number of
3 of 2l
<PAGE> 4
Common Shares specified in each Trust Certificate; provided that the
Trustees may, in their discretion, authorize and empower the Company or its
dividend disbursing agent to make payment or distribution of such dividend
directly to the registered holders of the outstanding Trust Certificates.
However, in the event that the Company shall issue any voting shares of the
Company by way of a stock split or a stock dividend then such voting shares so
issuable with respect to all shares held by the Trustees shall be received and
held by the Trustees and shall be deemed for all the purposes of this Agreement
to have been deposited hereunder, and the Trustees shall issue to each
registered holder of a Trust Certificate an additional Trust Certificate
evidencing his appropriate interest in the number of voting shares so received
and held. For the purposes of this Agreement, no shares having voting rights
only in certain events (such as, but not limited to, the occurrence of a default
in the payment of preferential dividends) shall be deemed to be voting shares.
7. SUBSCRIPTION RIGHTS. In case any stock or other securities of the
Company are offered for subscription to the holders of shares of the Company
deposited hereunder, the Trustees, promptly upon receipt of notice of such
offer, shall mail or deliver a copy thereof to each registered holder of a Trust
Certificate. If at least five (5) days prior to the last day on which such
subscription can be made, the Trustee shall receive a request from any Trust
Certificate holder to subscribe in his behalf for a stated amount of such stock
or securities, together with the sum of money required to pay for the same, the
Trustees shall make such subscription and the necessary payment, and upon
receiving from the Company the stock or securities so subscribed for, shall
issue to such Trust Certificate holder a new Trust Certificate in respect
thereof if the same be voting shares, but if the same not be voting shares the
Trustees shall mail or deliver the stock or securities received from the Company
to the Trust Certificate holder in whose behalf the subscription is made or may
instruct the Company to make delivery thereof directly to said Trust Certificate
holder; provided, however, that if the aggregate amount of such stock or
securities which the Trustees shall be so requested to subscribe for shall
exceed the total amount which the Trustees have the right to subscribe for as
shareholders of the
4 of 21
<PAGE> 5
Company under the terms of the Company's offer, then the Trustees shall first,
on behalf of each requesting Trust Certificate holder, subscribe for that amount
which, under the terms of the Company's offer, he would have had the right to
subscribe for if he had held directly the number of shares represented by his
Trust Certificate or Certificates; and any balance of such stock or securities
then additionally available for subscription by the Trustees shall be subscribed
for on behalf of each additionally requesting Trust Certificate holder in the
proportion which the amount of his additional request bears to the total amount
of additional requests received by the Trustees.
8. DISSOLUTION OF COMPANY. In the event of the dissolution or total or
partial liquidation of the Company, whether voluntary or involuntary, the
Trustees shall receive the moneys, securities, rights or property to which the
holders of shares of the Company deposited hereunder are entitled and shall
distribute the same among the registered holders of the Trust Certificates in
proportion to their interests as shown by the Trustees' books, or the Trustees
may in their discretion deposit the same with any bank or trust company doing
business in Cleveland, Ohio, with instructions to distribute the same as above
provided, and upon such deposit all further obligations or liabilities of the
Trustees in respect of the moneys, securities, rights or property so deposited
shall cease.
9. REORGANIZATION OF COMPANY. In the event the Company is merged into or
consolidated with another corporation or all or substantially all of the assets
of the Company are transferred to another corporation, then and thereafter the
term "Company" for all purposes of this Agreement shall be taken to include such
other corporation, and the Trustees shall receive and hold under this Agreement
any voting shares of such other corporation received on account of the stock
held hereunder prior to such merger, consolidation or transfer. Trust
Certificates issued and outstanding under this Agreement at the time of such
merger, consolidation, or transfer may remain outstanding or the Trustees may,
in their discretion, substitute for such Trust Certificates new Trust
Certificates in appropriate form, the term "shares" as used herein shall be
taken to include any stock which may be received by the Trustees in lieu of all
or any part of the shares of the Company theretofore deposited hereunder.
5 of 2l
<PAGE> 6
10. ACTION BY TRUSTEES. No action will be taken without the agreement of
both Trustees. In the event the Trustees are unable to come to agreement, the
issue will be decided by a vote of all the Trust Certificate holders, with a
simple majority necessary for passage.
11. RECEIPTS AND SAFEKEEPING. George D. Gotschall, or such other person,
either corporate or individual, as the Trustees may from time to time appoint
for the purpose, shall have the authority and responsibility as agent of the
Trustees for receiving and safekeeping share certificates, securities and other
property or money deposited with or from time to time held by the Trustees. Such
person shall also be responsible for issuing Voting Trust Certificates to the
shareholders and notifying the Company's transfer agent of any changes of
records with respect to dividends.
12. PRIVILEGES AND RESPONSIBILITIES OF TRUSTEES. In voting the shares
deposited hereunder or in doing any act with respect to the control or
management of the Company or its affairs or in otherwise acting hereunder, the
Trustees shall exercise their best judgment; but they assume no responsibility
in respect to any action taken by them or their agents, and no Trustee shall
incur any responsibility for any error or deed of commission or omission except
for his own willful misconduct. No Trustee shall be required to give any bond or
other security for the discharge of his duties. Any Trustee may act as a
director or officer of the Company or of any affiliated company and may vote for
himself as such director or officer, and he or any company or firm with which he
may be connected as shareholder, director, officer or partner or otherwise may
contract with the Company or with any company or firm affiliated with it or be
or become pecuniarily interested in any matter or action to which the same may
be a party or in which the same may in any way be interested as fully as though
he were not a Trustee. Any Trustee may be a holder of or interested in Trust
Certificates issued hereunder.
13. SUCCESSOR TRUSTEES. Each Signing Shareholder shall, after his
signature, add the last initial of the ancestor of such Signing Shareholder who
was a child of Charles H. Smith, Sr. A Trustee may only be removed by a writing
signed by a majority in interest of the Certificate holders who are issue
(including children by adoption),
6 of 21
<PAGE> 7
spouse or spouse of issue of the same child of Charles H. Smith, Sr. as the
original named Trustee or the Trustee with respect to whom the Trustee is a
successor. Any Trustee may resign in writing. Any such resignation or removal
shall take effect at a time fixed in the writing not less than thirty (30) days
after the same is delivered to the other Trustees or Trustee, or at such earlier
time as shall be accepted by all of the Trustees. Upon any such resignation,
removal or the death or incapacity of a Trustee to act, the vacancy so occurring
shall be filled by a person elected by the majority in interest of the
Certificate holders who are issue (including children by adoption), spouse or
spouse of issue of the same child of Charles H. Smith, Sr. as the original named
Trustee. Such election shall be made at a meeting called by the remaining
Trustees or Trustee for that purpose by notice given to each Certificate holder
eligible to vote not less than ten (10) nor more than thirty (30) days prior
thereto. Each and every successor Trustee elected in accordance with this
paragraph shall have the powers, duties, privileges, responsibilities and
authority of an original Trustee named herein. No Trustee shall be liable for
the acts or omissions of any predecessor Trustee.
14. PERIOD OF TRUST. This Agreement shall continue in force for a period
of five (5) years from the date first above written unless sooner terminated as
hereinafter provided, and may be extended for an additional period of not more
than ten (10) years by depositing with the Trustees on or before the expiration
of the original five (5) year period either (a) an agreement of extension, which
may be executed in one instrument or in several counterparts, signed by the
holders of Trust Certificates representing not less than eighty-five percent
(85%) of the shares deposited hereunder, or (b) a certificate signed by the
Secretary of the meeting, certifying that at a meeting duly called and held for
the purpose of considering such extension, at a place in Cuyahoga County, Ohio,
specified in a notice given either by the Trustees, or a Trust Certificate
holder, not less than ten (10) nor more than thirty (30) days prior to such
meeting to each Trust Certificate holder hereunder, the holders of Trust
Certificates representing not less than eighty-five percent (85%) of the shares
deposited hereunder voted in favor of said extension. Such extension of this
Agreement shall be binding upon all Trust Certificate
7 of 21
<PAGE> 8
holders. Any Trust Certificate holder shall, during reasonable business hours,
have access to the books of the Trustees containing the record of the name and
addresses of Trust Certificate holders and the number of shares represented by
their certificates.
15. FARLY TERMINATION. At any time during the original five (5) year
period, or any extension thereof, the Trustees may terminate this trust by
notice to the certificate holders, which notice shall provide for the time and
manner of delivery of certificates for shares of stock of the Company upon
surrender of the Trust Certificates.
16. PARTIAL RETURN OF SHARES. At any time or times before the
termination of this trust, the Trustees may return any number of shares of the
Company deposited with them to a Trust Certificate holder or holders free and
clear of the trust, provided that the following procedure shall be observed. The
Trustees shall first notify all the Trust Certificate holders in writing of the
number of shares which they intend to return. Within thirty (30) days after the
receipt of such notice, each Trust Certificate holder who wishes any of his
shares to be returned to him shall surrender his Trust Certificate or
Certificates to the Trustees for cancellation in an amount equivalent to the
number of shares he wishes returned. If the total number of shares for which
Trust Certificates are so surrendered within such thirty (30) days is not more
than the total number of shares the Trustees have decided to return, they shall
cancel each Trust Certificate so surrendered in an amount equivalent to the
number of shares to be returned to the holder of that certificate and shall
cause a stock certificate or certificates for that number of shares of stock of
the Company to be issued and delivered to him or his nominee. If the total
number of shares for which Trust Certificates are so surrendered within such
thirty (30) days is more than the total number of shares the Trustees have
decided to return, they shall cancel each Trust Certificate so tendered in an
amount equivalent to that proportion of the number of shares requested by that
holder which the number of shares they have decided to return bears to the total
number of shares requested by all Trust Certificate holders who tender their
Trust Certificates. In no event before termination of the trust shall the
Trustees return any shares to a certificate holder who has not tendered his
Trust Certificate for cancellation.
8 of 2l
<PAGE> 9
17. AMENDMENTS. If at any time the Trustees shall deem it desirable to
amend this Agreement in any respect, they shall submit such amendment to the
Trust Certificate holders for their approval at a meeting of such holders which
shall be called for that purpose, notice of which shall be given not less than
ten (10) nor more than thirty (30) days prior to such meeting, and shall state
that the purpose of the meeting is to consider the amendment of this Agreement
and shall be accompanied by a copy of the proposed amendment. If at such meeting
the proposed amendment, or any modification thereof, shall be approved by the
affirmative vote, given in person or by proxy, of the holders of Trust
Certificates representing eighty-five percent (85%) or more of the shares then
deposited under this Agreement, a certificate to that effect shall be signed by
the Secretary of the meeting and filed with the Trustees. Upon such approval and
the filing of said certificate, the amendment as so approved shall be and become
a part of this Agreement and shall be binding upon all Trust Certificate holders
with like force and effect as if originally incorporated herein.
18. DELIVERY OF SHARES ON TERMINATION.
(a) Upon termination of this Agreement, whether by expiration of
time or the act of the Trustees as hereinabove provided, the Trustees shall
deliver to each Trust Certificate holder upon surrender of his Trust
Certificates accompanied, if required by the Trustees, by properly executed
transfers thereof to the Trustees and upon payment by such holder of any and all
transfer taxes payable on such transfer, a certificate or certificates for
Common Shares of the stock of the Company either registered in the name of the
Trust Certificate holder or endorsed in blank or for transfer to the name of
such holder or his nominee for the number of shares represented by the Trust
Certificate or Certificates so surrendered.
(b) In case, on or after the termination of this Agreement, the
Trustees shall deposit with any bank or trust company in Cuyahoga County, Ohio,
share certificates either properly endorsed in blank or registered in the names
of holders of Trust Certificates hereunder, each for the number of Common Shares
of the Company represented by a Trust Certificate outstanding, with authority in
writing to the bank or
9 of 21
<PAGE> 10
trust company to deliver said share certificates in exchange for Trust
Certificates when and as surrendered for exchange as hereinabove provided and
shall give not less than ten (10) days notice thereof to all Trust Certificate
holders affected thereby, then all further liability of the Trustees, and each
of them, for the delivery of share certificates in exchange for Trust
Certificates or otherwise hereunder shall cease.
(c) At any annual or special meeting of the shareholders of the
Company and after termination of this Agreement, the Trustees may, but shall not
be required to, vote any shares of the Company then standing in their names on
the books of the Company deliverable to the holders of Trust Certificates who
shall not have presented their Trust Certificates for exchange as hereinabove
provided.
19. NOTICE. Each notice provided for in this Agreement shall be in
writing and signed by the person giving the same or his duly authorized
representative, except that a parent or guardian may sign for a minor child, and
a notice by the Trustees shall be signed by not less than a majority of the
Trustees then qualified to act; and each such notice shall either be delivered
personally to the person to whom it is addressed or shall be mailed to him,
postage prepaid, to his last known residence address, provided that personal
delivery to a parent or guardian of a minor child shall be sufficient delivery
to the child, and further provided that a notice to any one Trustee shall be
sufficient notice to all, unless only one Trustee has received the notice and
that Trustee has the same initial after his signature as does the person giving
the notice.
20. PARTIAL INVALIDITY. The invalidity or nonenforceability of any term
or provision of this Agreement or of the Trust Certificates shall not in any way
impair or affect the balance thereof, which shall remain in flill force and
effect.
21. OHIO LAW. This Agreement and the Trust Certificates shall be
construed in accordance with and shall be governed by the laws of the State of
Ohio.
22. EXECUTION. This Agreement may be executed in any number of
counterparts, each of which, when executed, shall be deemed to be an original
and all of which together shall constitute but one and the same instrument;
provided that this Agreement shall not become effective until and unless it
shall have been so executed by
10 of 21
<PAGE> 11
the holders of at least 1,350,000 shares, and thereupon this Agreement shall
inure to the benefit of, and be binding upon, all persons executing it and their
respective heirs, executors, administrators, legatees and assigns.
IN WITNESS WHEREOF, the Trustees have signed this Voting Trust Agreement
as of the day and year first above written, and the Signing Shareholders have
become parties hereto in the manner hereinbefore provided.
/s/ Janice Carlson
----------------------------------
Janice Carlson
/s/ Charles H. Smith III
----------------------------------
Charles H. Smith III
11 of 2l
<PAGE> 12
VOTING TRUST AGREEMENT
FROM FEBRUARY 1,1997 TO JANUARY 31,2002
<TABLE>
<CAPTION>
Number of
Shareholder Shares
- ----------- ------
<S> <C> <C>
/s/ C.H. Smith, Jr. 273,267 CHS
- -------------------------------- ----------
C.H. Smith, Jr.
/s/ Florence Smith 1,500 CHS
- -------------------------------- ----------
Florence Smith
National City Bank, and its successors, as
trustee of Fund A-1 under the trust agreement
between Rhea D. Smith and National City Bank
as trustee dated December 8, 1981 as amended
and restated on September 16, 1989
By: /s/ E.J. Etowski, Jr. 112,354 CHS
- -------------------------------- ----------
Senior Vice President
National City Bank, and its successors, as
trustee of Fund B under the trust agreement
between Rhea D. Smith and National City Bank
as trustee dated December 8,1981 as amended
and restated on September 16 1989.
By: /s/ E.J. Etowski, Jr. 41,313 CHS
- -------------------------------- ----------
Senior Vice President
</TABLE>
12 of 21
<PAGE> 13
VOTING TRUST AGREEMENT
FROM FEBRUARY 1,1997 TO JANUARY 31,2002
<TABLE>
<CAPTION>
Number of
Shareholder Shares
----------- ------
<S> <C> <C>
/s/ C. H. Smith, III 57,237 CHS
- ---------------------------------------- --------
C. H. Smith, III
/s/ C. H. Smith, III 2,863 CHS
- ---------------------------------------- --------
C. H. Smith, III, Cust UGMA Ohio
fbo Jennifer C. Smith
/s/ C. H. Smith, III Trustee 14,250 CHS
- ---------------------------------------- --------
C. H. Smith, III, TTEE U/A dtd 09/16/89
fbo Jennifer C. Smith
/s/ C. H. Smith, III 2,738 CHS
- ---------------------------------------- --------
C.H. Smith, III, Cust UGMA Ohio fbo
C. Jason Smith
/s/ C. H. Smith, III Trustee 14,250 CHS
- ---------------------------------------- --------
C. H. Smith, III, TTEE U/A dtd 09/16/89
fbo C. Jason Smith
/s/ Hilda Decema Smith 1,575 CHS
- ---------------------------------------- --------
Hilda Decema Smith
</TABLE>
13 of 2l
<PAGE> 14
VOTING TRUST AGREEMENT
FROM FEBRUARY 1,1997 TO JANUARY 31,2002
<TABLE>
<CAPTION>
Number of
Shareholder Shares
----------- ------
<S> <C> <C>
/s/ Deborah Potantus 59,741 CHS
- -------------------------------------- --------
Deborah Potantus
/s/ Robert J. Morris, III 9,738 CHS
- -------------------------------------- --------
Robert J. Morris, III
/s/ Deborah Potantus 7,125 CHS
- -------------------------------------- --------
Deborah Potantus, TTEE U/A dtd
fbo Robert J. Morris, III
/s/ Robert J. Morris III 250 CHS
- -------------------------------------- --------
Robert J. Morris, III, Cust UGMA Ohio
fbo Skyler D. Morris
/s/ Ryan C. Morris 2,613 CHS
- -------------------------------------- --------
Ryan C. Morris
/s/ Deborah Potantus 14,250 CHS
- -------------------------------------- --------
Deborah Potantus TTEE U/A dtd 09/16/89
fbo Ryan C. Morris
/s/ Deborah Potantus 2,613 CHS
- -------------------------------------- --------
Deborah Potantus, Cust UGMA Ohio
fbo Adam J. Morris
/s/ Deborah Potantus 14,250 CHS
- -------------------------------------- --------
Deborah Potantus, TTEE U/A dtd 09/16/89
fbo Adam J. Morris
/s/ Deborah Potantus 2,613 CHS
- -------------------------------------- --------
Deborah Potantus, Cust UGMA Ohio 2,613 CHS
fbo Molly D Morris --------
/s/ Deborah Potantus 14,250 CHS
- -------------------------------------- --------
Deborah Potantus, TTEE /A dta 09/16/89
fbo Molly D. Morris
</TABLE>
14 of 21
<PAGE> 15
VOTING TRUST AGREEMENT
FROM FEBRUARY 1, 1997 TO JANUARY 31, 2002
<TABLE>
<CAPTION>
NUMBER
SHAREHOLDER OF SHARES
----------- ---------
<S> <C> <C>
/s/ Robert J. Morris, Jr. 225 CHS
- ------------------------------ -------
Robert J. Morris, Jr.
</TABLE>
15 of 2l
<PAGE> 16
VOTING TRUST AGREEMENT
FROM FEBRUARY 1,1997 TO JANUARY 31, 2002
<TABLE>
<CAPTION>
Number of
Shareholder Shares
----------- ------
<S> <C> <C>
/s/ Hudson D. Smith 67,250 CHS
- -------------------------------------- --------
Hudson D. Smith
/s/ Deborah Ann Smith 2,205 CHS
- -------------------------------------- --------
Deborah Ann Smith
/s/ Hudson D. Smith 2,426 CHS
- -------------------------------------- --------
Hudson D. Smith, Cust for UGMA Ohio fbo
Hudson D. Smith, Jr.
/s/ Hudson D. Smith 15,000 CHS
- -------------------------------------- --------
Hudson D. Smith, TTEE U/A dtd 09/16/89
fbo Hudson D. Smith
/s/ Hudson D. Smith 2,426 CHS
- -------------------------------------- --------
Hudson D. Smith,Cust UGMA Ohio
fbo Cynthia Rhea Smith
/s/ Hudson D. Smith 15,000 CHS
- -------------------------------------- --------
Hudson D. Smith,TTEE U/A dtd 09/16/89
fbo Cynthia Rhea Smith
/s/ Hudson D. Smith 2,426 CHS
- -------------------------------------- --------
Hudson D. Smith,Cust UGMA Ohio fbo
Christina Halle Smith
/s/ Hudson D. Smith 15,000 CHS
- -------------------------------------- --------
Hudson D. Smith,TTEE U/A dtd 09/16/89
fbo Christina Halle Smith
</TABLE>
signed on Jan. 7, 1997
16 of 21
<PAGE> 17
VOTING TRUST AGREEMENT
FROM FEBRUARY 1,1997 TO JANUARY 31, 2002
<TABLE>
<CAPTION>
Number of
Shareholder Shares
----------- ------
<S> <C> <C>
/s/ Phyllis S. Gotschall 433,719 PSG
- -------------------------------------- --------
Phyllis S. Gotschall, TTEE U/TR dtd 6/24/87
Phyllis S. Gotschall,Grantor
/s/ George D. Gotschall 137,588 PSG
- -------------------------------------- --------
George D. Gotschall, TTEE, U/TR dtd 6/24/87
George D. Gotschall, Grantor
/s/ Jeffrey P. Gotschall 87,755 PSG
- -------------------------------------- --------
Jeffrey P. Gotschall
/s/ Dianne Gotschall 400 PSG
- -------------------------------------- --------
Dianne Gotschall
/s/ Judith A. Gotschall 3,375 PSG
- -------------------------------------- --------
Judith A. Gotschall
/s/ Jeffrey P. Gotschall 3,375 PSG
- -------------------------------------- --------
Jeffrey P. Gotschall, Cust UGMA Ohio
fbo Andrew C Gotschall
/s/ Jeffrey P. Gotschall 3,375 PSG
- -------------------------------------- --------
Jeffrey P. Gotschall, Cust UGMA Ohio
fbo Charles H. Gotschall
/s/ Craig Ramsey 400 PSG
- -------------------------------------- --------
Craig Ramsey
/s/ Jeffrey P. Gotschall 400 PSG
- -------------------------------------- --------
Jeffrey P. Gotschall, Cust UGMA Ohio
fbo Alison Ramsey
</TABLE>
17 of 21
<PAGE> 18
VOTING TRUST AGREEMENT
FROM FEBRUARY 1,1997 TO JANUARY 31, 2002
<TABLE>
<CAPTION>
Number of
Shareholder Shares
----------- ------
<S> <C> <C>
/s/ Janice G. Carlson 59,099 PSG
- -------------------------------------- --------
Janice G. Carlson
/s/ Christie L. Fulcher 3,375 PSG
- -------------------------------------- --------
Christie L. Fulcher
/s/ Janice G. Carlson 2,633 PSG
- -------------------------------------- --------
Janice G. Carlson, Cust UGMA Ohio
fbo David E. Fulcher
/s/ Laura G. Gifford 51,844 PSG
- -------------------------------------- --------
Laura G. Gifford
/s/ Laura G. Gifford 9,450 PSG
- -------------------------------------- --------
Laura G. Gifford, Cust UGMA Ohio
fbo Robert V. Gifford, Jr.
</TABLE>
18 of 21
<PAGE> 19
VOTING TRUST AGREEMENT
FROM FEBRUARY 1,1997 TO JANUARY 31, 2002
<TABLE>
<CAPTION>
Number of
Shareholder Shares
----------- ------
<S> <C> <C>
National City Bank TTEE U/A
FRW/CHS #33-3443034 171,202 CHS
-------
By /s/ E.J. Etowski, Jr.
--------------------------
SENIOR VICE PRESIDENT
National City Bank TTEE U/A 171,207 PSG
FRW/PSG #33-3443026 -------
By /s/ E.J. Etowski, Jr.
--------------------------
SENIOR VICE PRESIDENT
</TABLE>
19 of 21
<PAGE> 20
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20 of 21
<PAGE> 21
VOTING TRUST AGREEMENT
FROM FEBRUARY 1,1997 TO JANUARY 31,2002
<TABLE>
<CAPTION>
Number of
Shareholder Shares
----------- ------
<S> <C>
Charles Henry Smith, Sr. Foundation 77,963
------
By /s/ C.H. Smith, Jr.
---------------------------------
C.H. Smith, Jr., President
/s/ Phyllis S. Gotschall
- -----------------------------------
Phyllis S. Gotschall, Vice President
/s/ Marilyn F. Scott
- -----------------------------------
Marilyn F. Scott, Vice President
/s/ George D. Gotschall
- -----------------------------------
George D. Gotschall, Secretary-Treasurer
</TABLE>
21 of 2l
<PAGE> 22
SUMMARY
VOTING TRUST CERTIFICATE DISTRIBUTION
FEBRUARY 1, 1997
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Individual Shares Subtotal Total %
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
C.H. Smith, Jr. 273,267
- --------------------------------------------------------------------------------
Florence Smith 1,500
- --------------------------------------------------------------------------------
National City Bank
Fund A RDS 112,354
- --------------------------------------------------------------------------------
National City Bank
Fund B RDS 41,313
- --------------------------------------------------------------------------------
FRW Trust, CHS 171,202
- --------------------------------------------------------------------------------
Subtotal Beneficial
Family 599,636 11.70%
- --------------------------------------------------------------------------------
C.H. Smith, III 57,237
- --------------------------------------------------------------------------------
Hilda Smith 1,575
- --------------------------------------------------------------------------------
Jennifer C. Smith (Cust) 2,863
- --------------------------------------------------------------------------------
Jennifer C. Smith (TTEE) 14,250
- --------------------------------------------------------------------------------
C. Jason Smith (Cust) 2,738
- --------------------------------------------------------------------------------
C. Jason Smith (TTEE) 14,250
- --------------------------------------------------------------------------------
Deborah Potantus 59,741
- --------------------------------------------------------------------------------
Robert J. Morris, Jr. 225
- --------------------------------------------------------------------------------
Robert J. Morris, III 9,738
- --------------------------------------------------------------------------------
Robert J. Morris, III
(TTEE) 7,125
- --------------------------------------------------------------------------------
Skyler D. Morris 250
- --------------------------------------------------------------------------------
Ryan C. Morris 2,613
- --------------------------------------------------------------------------------
Ryan C. Morris (TTEE) 14,250
- --------------------------------------------------------------------------------
Adam J. Morris (Cust) 2,613
- --------------------------------------------------------------------------------
Adam J. Morris (TTEE) 14,250
- --------------------------------------------------------------------------------
Molly D. Morris (Cust) 2,613
- --------------------------------------------------------------------------------
Molly D. Morris (TTEE) 14,250
- --------------------------------------------------------------------------------
Hudson D. Smith 67,250
- --------------------------------------------------------------------------------
</TABLE>
<PAGE> 23
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Deborah Ann Smith 2,205
- --------------------------------------------------------------------------------
Hudson D. Smith, Jr. (Cust) 2,426
- --------------------------------------------------------------------------------
Hudson D. Smith, Jr. (TTEE) 15,000
- --------------------------------------------------------------------------------
Cynthia Rhea Smith (Cust) 2,426
- --------------------------------------------------------------------------------
Cynthia Rhea Smith (TTEE) 15,000
- --------------------------------------------------------------------------------
Christina Halle Smith (Cust) 2,426
- --------------------------------------------------------------------------------
Christina Halle Smith (TTEE) 15,000
- --------------------------------------------------------------------------------
Subtotal Other Family 342,314 6.68%
- --------------------------------------------------------------------------------
Total Smith Family 941,950 18.37%
- --------------------------------------------------------------------------------
Phyllis S. Gotschall (TTEE) 433,719
- --------------------------------------------------------------------------------
George D. Gotschall (TTEE) 137,588
- --------------------------------------------------------------------------------
FRW Trust, PSG 171,207
- --------------------------------------------------------------------------------
Subtotal Beneficial Holdings 742,514 14.48%
- --------------------------------------------------------------------------------
Jeffrey P. Gotshall 87,755
- --------------------------------------------------------------------------------
Janice G. Carlson 59,099
- --------------------------------------------------------------------------------
Laura G. Gifford 51,844
- --------------------------------------------------------------------------------
Dianne Gotschall 400
- --------------------------------------------------------------------------------
Chiistie L. Fulcher 3,375
- --------------------------------------------------------------------------------
David E. Fulcher (Cust) 2,633
- --------------------------------------------------------------------------------
Judith A. Gotschall 3,375
- --------------------------------------------------------------------------------
Andrew C. Gotschall (Cust) 3,375
- --------------------------------------------------------------------------------
Charles H. Gotschall (Cust) 3,375
- --------------------------------------------------------------------------------
Robert V. Gifford Jr. (Cust) 9,450
- --------------------------------------------------------------------------------
Craig Ramsey 400
- --------------------------------------------------------------------------------
Alison Ramsey (Cust) 400
- --------------------------------------------------------------------------------
Subtotal Other Family 225,481 4.40%
- --------------------------------------------------------------------------------
Total Gotshall Family 967,995 18.88%
- --------------------------------------------------------------------------------
CHS Sr. Foundation 77,963 1.52%
- --------------------------------------------------------------------------------
Grand Total Voting Trust 1,987,908 38.77%
- --------------------------------------------------------------------------------
Total Shares as of 11/01/96 5,127,000
</TABLE>
