PAGE 1 of 34 PAGES
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ZIMMERMAN SIGN COMPANY
----------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
---------------------------------------
(Title of Class of Securities)
989580 10 5
--------------
(Cusip Number)
David T. Kettig
96 Cummings Point Road
Stamford, CT 06902 (203) 358-8000
-------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 1996
-------------------------------------------------------
(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
[X]. 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 or the Act but shall be subject to
all other provisions of the Act (however, see the Notes).
<PAGE>
PAGE 2 OF 34 PAGES
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
GENEVE HOLDINGS, INC.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
NOT APPLICABLE
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
NUMBER 7. SOLE VOTING POWER
OF SHARES 0 SHARES
BENEFICIALLY -------
OWNED BY EACH 8. SHARED VOTING POWER
REPORTING 801,079 SHARES
PERSON WITH -------
9. SOLE DISPOSITIVE POWER
0 SHARES
-------
10.SHARED DISPOSITIVE POWER
801,079 SHARES
-------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
801,079 shares ( a portion of which are also reported as
beneficially owned by Southern Investors Corp. ("SIC"),
Southern Mortgage Holding Corporation ("SMHC"), Geneve
Securities Holding Corp. ("GSHC") and Geneve Securities
Portfolio Corp. ("GSPC").
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.2%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS
<PAGE>
PAGE 3 OF 34 PAGES
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SOUTHERN MORTGAGE HOLDING CORPORATION
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
NOT APPLICABLE
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
NUMBER 7. SOLE VOTING POWER
OF SHARES 0 SHARES
BENEFICIALLY -------
OWNED BY EACH 8. SHARED VOTING POWER
REPORTING 367,305 SHARES
PERSON WITH -------
9. SOLE DISPOSITIVE POWER
0 SHARES
-------
10.SHARED DISPOSITIVE POWER
367,305 SHARES
-------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
367,305 SHARES (ALL OR A PORTION OF WHICH SHARES ARE ALSO
REPORTED AS BENEFICIALLY OWNED BY GHI, GSH AND GSP).
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.8%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS
<PAGE>
PAGE 4 OF 34 PAGES
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GENEVE SECURITIES HOLDING CORP.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
NOT APPLICABLE
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
NUMBER 7. SOLE VOTING POWER
OF SHARES 0 SHARES
BENEFICIALLY -------
OWNED BY EACH 8. SHARED VOTING POWER
REPORTING 156,578 SHARES
PERSON WITH -------
9. SOLE DISPOSITIVE POWER
0 SHARES
-------
10.SHARED DISPOSITIVE POWER
156,578 SHARES
-------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
156,578 SHARES ALL OF WHICH SHARES ARE ALSO REPORTED AS
BENEFICIALLY OWNED BY GHI AND SMHC).
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.4%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS
<PAGE>
PAGE 5 OF 34 PAGES
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GENEVE SECURITIES PORTFOLIO CORP.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
NOT APPLICABLE
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
NUMBER 7. SOLE VOTING POWER
OF SHARES 0 SHARES
BENEFICIALLY -------
OWNED BY EACH 8. SHARED VOTING POWER
REPORTING 173,771 SHARES
PERSON WITH -------
9. SOLE DISPOSITIVE POWER
0 SHARES
-------
10.SHARED DISPOSITIVE POWER
173,771 SHARES
-------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
173,771 SHARES (ALL OF WHICH SHARES ARE ALSO REPORTED AS
BENEFICIALLY OWNED BY GHI AND SMHC).
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.4%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS
<PAGE>
PAGE 6 OF 34 PAGES
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SOUTHERN INVESTORS CORP.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
NOT APPLICABLE
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
NUMBER 7. SOLE VOTING POWER
OF SHARES 0 SHARES
BENEFICIALLY -------
OWNED BY EACH 8. SHARED VOTING POWER
REPORTING 433,774 SHARES
PERSON WITH -------
9. SOLE DISPOSITIVE POWER
0 SHARES
-------
10.SHARED DISPOSITIVE POWER
433,774 SHARES
-------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
433,774 SHARES (ALL OF WHICH SHARES ARE ALSO REPORTED AS
BENEFICIALLY OWNED BY GHI).
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.4%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS
<PAGE>
PAGE 7 OF 34 PAGES
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FIRST INTERNATIONAL REINSURANCE COMPANY, INC.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
NOT APPLICABLE
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
ALABAMA
NUMBER 7. SOLE VOTING POWER
OF SHARES 17,500 SHARES
BENEFICIALLY ------
OWNED BY EACH 8. SHARED VOTING POWER
REPORTING 0 SHARES
PERSON WITH ------
9. SOLE DISPOSITIVE POWER
17,500 SHARES
------
10.SHARED DISPOSITIVE POWER
0 SHARES
------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,500 SHARES
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9%
14. TYPE OF REPORTING PERSON*
IC
*SEE INSTRUCTIONS
<PAGE>
PAGE 8 OF 34 PAGES
Item 1. Security and Issuer.
--------------------
This Statement relates to the Common Stock, par value $.01
per share (the "Common Stock"), of Zimmerman Sign Company, a Texas
corporation (the "Company"), which has its principal executive
offices at 9846 Highway 31 East, Tyler, Texas 75705.
Item 2. Identity and Background.
------------------------
This Statement is being filed by a group consisting of the
following entities: Geneve Holdings, Inc., a Delaware corporation
("GHI"), with principal offices at 96 Cummings Point Road,
Stamford, Connecticut 06902; Southern Mortgage Holding
Corporation, a Delaware corporation ("SMHC") with principal
offices at 96 Cummings Point Road, Stamford, Connecticut 06902;
Geneve Securities Holding Corp., a Delaware corporation ("GSHC"),
with principal offices at 96 Cummings Point Road, Stamford,
Connecticut 06902; Geneve Securities Portfolio Corp., a Delaware
corporation ("GSPC") with principal offices at 96 Cummings Point
Road, Stamford, Connecticut 06902; Southern Investors Corp., a
Delaware corporation ("SIC"), with principal offices at 96
Cummings Point Road, Stamford, Connecticut 06902; and First
International Reinsurance Company, Inc. an Alabama corporation
("FIRC"), with principal offices at 2101 Highland Avenue,
Birmingham, Alabama 35205 (collectively, the "Item 2 Persons").
GSHC and GSPC are corporations engaged in holding
investments. GSHC and GSPC are subsidiaries of SMHC. SIC and SMHC
are corporations engaged in holding investments. FIRC is a
property and casualty reinsurance company. SIC, SMHC and FIRC are
all indirect subsidiaries of GHI. GHI is a financial services
holding company. By virtue of his direct or indirect holdings of
capital stock of GHI, Mr. Edward Netter may be deemed to be the
controlling person thereof and therefore the controlling person of
the other Item 2 Persons.
The (i) name, (ii) residence or business address, (iii)
present principal occupation or employment, and (iv) name,
principal business and address of any corporation or other
organization in which such employment is conducted (except to the
extent such principal business and address is set forth in this
Item 2), of each executive officer and director of each of the
Item 2 Persons are set forth in Exhibit A and are incorporated
herein by reference. All such persons are United States citizens.
During the last five years, none of GHI, SMHC, GSHC and GSPC,
SIC and FIRC or any or their respective executive officers or
directors has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors). In addition, during
the last five years, none of such corporations or their respective
executive officers or directors was a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and
<PAGE>
PAGE 9 OF 34 PAGES
as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or state
securities laws or finding any violation with respect to such
laws.
Item 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
All of the shares of Common Stock owned of record by the Item
2 Persons were acquired as a result of the distribution by
Independence Holding Company ("IHC") on December 31, 1996 (the
"Distribution Date") to IHC's shareholders (the "Distribution") of
all of the shares of Common Stock held by IHC.
Item 4. Purpose of Transaction.
-----------------------
The Item 2 Persons own 44.14% of the outstanding shares of
Common Stock as of the Distribution Date.
Although the Item 2 Persons are filing this Statement as a
"group" for purposes of the Federal securities laws, none of the
Item 2 Persons has any commitment to act in concert regarding the
Common Stock.
The Item 2 Persons intend to actively review their investment
in the Company. The Item 2 Persons reserve the right to acquire
additional shares of Common Stock as well as to dispose of any or
all of the shares owned by any or all of them at any time or from
time to time and at prices determined by them and otherwise to
change their intention with respect to any or all matters referred
to in this Item 4. Notwithstanding the foregoing, the Item 2
Persons do not have any plan or intention to sell, exchange or
transfer by gift or otherwise dispose of any of the shares of
Common Stock received in the Distribution.
Except as otherwise described above, the Item 2 Persons have
no plans or proposals which relate to or would result in: (i) the
acquisition by any person of additional securities of the Company,
or the disposition of securities of the Company; (ii) an
extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries; (iii) a sale or transfer of a material amount of
assets of the Company or any of its subsidiaries;(iv) any change
in the present Board of Directors or management of the Company,
including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the Board; (v) any
material change in the present capitalization or dividend policy
of the Company; (vi) any other material change in the business or
corporate structure of the Company; (vii) any changes in the
charter or by-laws of the Company or any instruments corresponding
thereto or other actions which may impede the acquisition of
control of the Company by any person; (viii) causing a class of
<PAGE>
PAGE 10 OF 34 PAGES
securities of the Company to be delisted from a national
securities exchange or to cease to be quoted in an inter-dealer
quotation system of a registered national securities association;
(ix) a class of equity securities of the Company becoming eligible
for termination of registration pursuant to Section 12(g)(4) of
the Securities Exchange Act of 1934, as amended; or (x) any action
similar to any of those enumerated above.
Messrs. Steven B. Lapin and Roy T.K. Thung are directors of
certain of the Item 2 Persons and of the Company.
Item 5. Interest in Securities of the Issuer.
-------------------------------------
As of the Distribution Date, GHI was the beneficial owner of
and shared the power to vote and dispose of 801,079 shares of
Common Stock, constituting 43.2% of the outstanding shares of
Common Stock. As noted in Item 2 hereof, Mr. Edward Netter may be
deemed to be the controlling person of GHI.
As of the Distribution Date, SMHC was the beneficial owner of
and shared the power to vote and dispose of 367,305 shares of
Common Stock, constituting 19.8% of the outstanding shares of
Common Stock.
As of the Distribution Date, GSHC was the beneficial owner
and shared the power to vote and dispose of 156,578 shares of
Common Stock, constituting 8.4% of the outstanding shares of
Common Stock.
As of the Distribution Date, GSPC was the beneficial owner
and shared the power to vote and dispose of 173,771 shares of
Common Stock, constituting 9.4% of the outstanding shares of
Common Stock.
As of the Distribution Date, SIC was the beneficial owner
and shared the power to vote and dispose of 433,774 shares of
Common Stock, constituting 23.4% of the outstanding shares of
Common Stock.
As of the Distribution Date, FIRC was the beneficial owner of
and had the sole power to vote and dispose of 17,500 shares of
Common Stock, constituting 0.9% of the outstanding shares of
Common Stock.
As of the Distribution Date, Mr. Steven B. Lapin, a director
and/or officer of certain of the Item 2 Persons (see Exhibit A
hereto), was the beneficial owner of and had the sole power to
vote and dispose of 100 shares of Common Stock, constituting less
than .01% of the outstanding shares of Common Stock. Mr. Lapin
acquired his shares of Common Stock as a result of the
Distribution.
<PAGE>
PAGE 11 OF 34 PAGES
As of the Distribution Date, Mr. Roy T.K. Thung, a director
and/or officer of certain of the Item 2 Persons (see Exhibit A
hereto), was the beneficial owner of and had the sole power to
vote and dispose of 250 shares of Common Stock, constituting less
than .01% of the outstanding shares of Common Stock. Mr. Thung
acquired his shares of Common Stock as a result of the
Distribution.
As of the Distribution Date, Mr. David T. Kettig, an officer
of certain of the Item 2 Persons (see Exhibit A hereto), was the
beneficial owner of and had the sole power to vote and dispose of
100 shares of Common Stock, constituting less than .01% of the
outstanding shares of Common Stock. Mr. Kettig acquired his shares
of Common Stock as a result of the Distribution.
As of the Distribution Date, Mr. James G. Tatum, a director
of FIRC (see Exhibit A hereto), was the beneficial owner of and
had the sole power to vote and dispose of 557 shares of Common
Stock, constituting less than .03% of the outstanding shares of
Common Stock. Mr. Tatum acquired his shares of Common Stock as a
result of the Distribution.
To the best of their knowledge, except as described herein,
none of the Item 2 Persons or any of their officers and directors
beneficially owns any Common Stock. In addition, except as
described herein, none of the Item 2 Persons or any of their
officers or directors has effected any transaction in any Common
Stock during the sixty-day period ended on the Distribution Date.
Each of the Item 2 Persons acts independently in respect of
Common Stock as to which it has voting and/or investment power.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
-------------------------------------------------------
The Item 2 Persons are parties to a Registration Rights
Agreement with the Company, the terms of which generally provide
that, under certain circumstances, the Item 2 Persons will be
entitled (i) at any time, but not more than twice during any
twelve month period, to request that the Company register their
shares of Common Stock under the Securities Act, and (ii) to
request that their shares of Common Stock be included in any
underwritten offering by the Company, subject to certain customary
limitations; provided that, in the case of (i) and (ii) above, no
such request may be made prior to six months, or after seven
years, from December 31, 1996. Notwithstanding the foregoing, the
Item 2 Persons do not have any plan or intention to sell, exchange
or transfer by gift or otherwise dispose of any of the shares of
Common Stock received in the Distribution.
<PAGE>
PAGE 12 OF 34 PAGES
Item 7. Material to be Filed as Exhibits.
---------------------------------
A. Officers and Directors of Item 2 Persons.
B. Registration Rights Agreement, dated December 1, 1996,
among the Item 2 Persons and the Company.
<PAGE>
PAGE 13 OF 34 PAGES
Signature
- ---------
After reasonable inquiry and to the best of the knowledge and
belief of each of the undersigned, the undersigned certify that
the information set forth in this Statement is true, complete and
correct.
GENEVE HOLDINGS, INC.
By: /s/ David T. Kettig
--------------------------
David T. Kettig, Secretary
SOUTHERN MORTGAGE HOLDING
CORPORATION
By: /s/ David T. Kettig
--------------------------
David T. Kettig, Secretary
GENEVE SECURITIES HOLDING CORP.
By: /s/ David T. Kettig
--------------------------
David T. Kettig, Secretary
GENEVE SECURITIES PORTFOLIO CORP.
By: /s/ David T. Kettig
--------------------------
David T. Kettig, Secretary
SOUTHERN INVESTORS CORP.
By: /s/ David T. Kettig
--------------------------
David T. Kettig, Secretary
FIRST INTERNATIONAL REINSURANCE
COMPANY, INC.
By: /s/ David T. Kettig
--------------------------
David T. Kettig, Secretary
January 6, 1997
<PAGE>
PAGE 14 OF 34 PAGES
EXHIBIT A
GENEVE HOLDINGS, INC.
---------------------
Present Principal
Name and Business Address or Occupation or
Position Held Residence Address Employment
- --------------- ---------------------- --------------------
Edward Netter 96 Cummings Point Road Chairman and Chief
Chairman of the Stamford, CT 06902 Executive Officer of
Board, President Independence
and Director Holding Company
Steven B. Lapin 96 Cummings Point Road President and Chief
Vice President Stamford, CT 06902 Operating Officer of
and Assistant Independence
Secretary Holding Company
Roy T.K. Thung 96 Cummings Point Road Executive Vice
Vice President Stamford, CT 06902 President, Chief
and Treasurer Financial Officer
and Treasurer of
Independence
Holding Company
William J. Petersen 96 Cummings Point Road Vice President -
Vice President - Stamford, CT 06902 Finance of
Finance Geneve Corporation
Brian R. Schlier 96 Cummings Point Road Vice President -
Director of Stamford, CT 06902 Taxation of
Taxation Independence
Holding Company
David T. Kettig 96 Cummings Point Road Vice President -
Secretary Stamford, CT 06902 Legal and Secretary
of Independence
Holding Company
<PAGE>
PAGE 15 OF 34 PAGES
GENEVE SECURITIES HOLDING CORP.
-------------------------------
Present Principal
Name and Business Address or Occupation or
Position Held Residence Address Employment
- ---------------- ---------------------- --------------------
Edward Netter 96 Cummings Point Road Chairman and Chief
Chairman of the Stamford, CT 06902 Executive Officer of
Board, President Independence
and Director Holding Company
Steven B. Lapin 96 Cummings Point Road President and Chief
Vice President, Stamford, CT 06902 Operating Officer of
Assistant Independence
Secretary Holding Company
and Director
Roy T.K. Thung 96 Cummings Point Road Executive Vice
Vice President, Stamford, CT 06902 President, Chief
Treasurer Financial Officer
and Director and Treasurer of
Independence
Holding Company
William J. Petersen 96 Cummings Point Road Vice President -
Vice President - Stamford, CT 06902 Finance of
Finance Geneve Corporation
Brian R. Schlier 96 Cummings Point Road Vice President -
Director of Stamford, CT 06902 Taxation of
Taxation Independence
Holding Company
David T. Kettig 96 Cummings Point Road Vice President -
Secretary Stamford, CT 06902 Legal and Secretary
of Independence
Holding Company
<PAGE>
PAGE 16 OF 34 PAGES
GENEVE SECURITIES PORTFOLIO CORP.
---------------------------------
Present Principal
Name and Business Address or Occupation or
Position Held Residence Address Employment
- ---------------- ---------------------- --------------------
Edward Netter 96 Cummings Point Road Chairman and Chief
Chairman of the Stamford, CT 06902 Executive Officer of
Board, President Independence
and Director Holding Company
Steven B. Lapin 96 Cummings Point Road President and Chief
Vice President, Stamford, CT 06902 Operating Officer of
Assistant Independence
Secretary Holding Company
and Director
Roy T.K. Thung 96 Cummings Point Road Executive Vice
Vice President, Stamford, CT 06902 President, Chief
Treasurer Financial Officer
and Director and Treasurer of
Independence
Holding Company
William J. Petersen 96 Cummings Point Road Vice President -
Vice President - Stamford, CT 06902 Finance of
Finance Geneve Corporation
Brian R. Schlier 96 Cummings Point Road Vice President -
Director of Stamford, CT 06902 Taxation of
Taxation Independence
Holding Company
David T. Kettig 96 Cummings Point Road Vice President -
Secretary Stamford, CT 06902 Legal and Secretary
of Independence
Holding Company
<PAGE>
PAGE 17 OF 34 PAGES
FIRST INTERNATIONAL REINSURANCE COMPANY, INC.
---------------------------------------------
Present Principal
Name and Business Address or Occupation or
Position Held Residence Address Employment
- ---------------- ---------------------- --------------------
Edward Netter 96 Cummings Point Road Chairman and Chief
Chairman of the Stamford, CT 06902 Executive Officer of
Board, President Independence
and Director Holding Company
Steven B. Lapin 96 Cummings Point Road President and Chief
Vice President Stamford, CT 06902 Operating Officer of
Independence
Holding Company
James G. Tatum 2101 Highland Avenue Registered investment
Director Birmingham, AL 35205 advisor
Roy T.K. Thung 96 Cummings Point Road Executive Vice
Vice President, Stamford, CT 06902 President, Chief
Chief Financial Financial Officer
Officer and Treasurer of
and Director Independence
Holding Company
William J. Petersen 96 Cummings Point Road Vice President -
Vice President - Stamford, CT 06902 Finance of
Finance Geneve Corporation
Brian R. Schlier 96 Cummings Point Road Vice President -
Director of Stamford, CT 06902 Taxation of
Taxation Independence
Holding Company
David T. Kettig 96 Cummings Point Road Vice President -
Secretary Stamford, CT 06902 Legal and Secretary
of Independence
Holding Company
<PAGE>
PAGE 18 OF 34 PAGES
SOUTHERN INVESTORS CORP.
------------------------
Present Principal
Name and Business Address or Occupation or
Position Held Residence Address Employment
- ---------------- ---------------------- ---------------------
Edward Netter 96 Cummings Point Road Chairman and Chief
Chairman of the Stamford, CT 06902 Executive Officer of
Board, President Independence
and Director Holding Company
Steven B. Lapin 96 Cummings Point Road President and Chief
Vice President Stamford, CT 06902 Operating Officer of
and Director Independence
Holding Company
Roy T.K. Thung 96 Cummings Point Road Executive Vice
Vice President, Stamford, CT 06902 President, Chief
Treasurer and Financial Officer
Director and Treasurer of
Independence
Holding Company
William J. Petersen 96 Cummings Point Road Vice President -
Vice President - Stamford, CT 06902 Finance of
Finance Geneve Corporation
Brian R. Schlier 96 Cummings Point Road Vice President -
Director of Stamford, CT 06902 Taxation of
Taxation Independence
Holding Company
David T. Kettig 96 Cummings Point Road Vice President -
Secretary Stamford, CT 06902 Legal and Secretary
of Independence
Holding Company
<PAGE>
PAGE 19 OF 34 PAGES
SOUTHERN MORTGAGE HOLDING CORPORATION
-------------------------------------
Present Principal
Name and Business Address or Occupation or
Position Held Residence Address Employment
- --------------- ---------------------- --------------------
Edward Netter 96 Cummings Point Road Chairman and Chief
Chairman of the Stamford, CT 06902 Executive Officer of
Board, President Independence
and Director Holding Company
Steven B. Lapin 96 Cummings Point Road President and Chief
Vice President Stamford, CT 06902 Operating Officer of
and Director Independence
Holding Company
Roy T.K. Thung 96 Cummings Point Road Executive Vice
Vice President, Stamford, CT 06902 President, Chief
Treasurer and Financial Officer
Director and Treasurer of
Independence
Holding Company
William J. Petersen 96 Cummings Point Road Vice President -
Vice President - Stamford, CT 06902 Finance of
Finance Geneve Corporation
Brian R. Schlier 96 Cummings Point Road Vice President -
Director of Stamford, CT 06902 Taxation of
Taxation Independence
Holding Company
David T. Kettig 96 Cummings Point Road Vice President -
Secretary Stamford, CT 06902 Legal and Secretary
of Independence
Holding Company
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EXHIBIT B
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "Agreement") is made
and entered into as of December 1, 1996, by and between Zimmerman
Sign Company, a Texas corporation (the "Company"), and Southern
Investors Corp., Southern Mortgage Holding Corporation, Geneve
Securities Portfolio Corp., Geneve Securities Holding Corp., and
First International Reinsurance Company, Inc. (the "Holders").
The parties hereto agree as follows:
1. DEFINITIONS. The terms used herein shall have the following
meanings:
(a) "ACT" shall mean the Securities Act of 1933, as amended,
and the rules and regulations of the Commission thereunder, all as
the same shall be in effect from time to time.
(b) "COMMISSION" shall mean the Securities and Exchange
Commission or any other federal agency administering the Act.
(c) "COMMON STOCK" shall mean the common stock, par value
$0.01 per share, of the Company.
(d) "EXCHANGE ACT" shall mean the Securities Exchange Act of
1934, and the rules and regulations of the Commission thereunder,
all as the same shall be in effect from time to time.
(e) "REGISTER", "REGISTERED" or "REGISTRATION" shall mean a
registration effected by preparing and filing a registration
statement on any appropriate form in compliance with the Act which
form shall be available for the sale of the Registrable Securities
in accordance with the intended method of distribution thereof,
and the declaration or ordering of the effectiveness of such
registration statement by the Commission.
(f) "REGISTRABLE SECURITIES" shall mean the Common Stock
held of record by the Holders; provided, however, as to any
particular Registrable Securities, such securities will cease to
be Registrable Securities when (i) a registration statement
covering such securities has been declared effective, or (ii) they
are publicly sold in compliance with Rule 144 (or any comparable
rule) under the Act, whether or not the exemption from such
provisions provided in paragraph (k) of Rule 144 (or any
comparable exemption) is available.
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2. REQUESTED REGISTRATION.
(a) If at any time, and from time to time, after June 30,
1997 and prior to December 31, 2003, one or more of the Holders
shall notify the Company in writing that such Holder or Holders
intend to offer or cause to be offered for public sale all or any
portion of their Registrable Securities, the Company will notify
all of the other Holders of its receipt of such notification from
such Holder or Holders. Upon the written request of any such
other Holder or Holders delivered to the Company within 15 days
after receipt from the Company of such notification, the Company
will use reasonable best efforts to cause such of the Registrable
Securities as may be requested by the Holders to be registered
under the Act in accordance with the terms of this Section 2
("Demand Registration"). Notwithstanding the foregoing, the
Company shall not be required to effect, or to take any action to
effect, a registration requested pursuant to this Section 2 if any
of the following conditions exist:
(i) if the Company has effected two Demand
Registrations for the Holders pursuant to this Section 2 in
the preceding twelve (12) months or;
(ii) if the request for registration has been
received by the Company subsequent to the giving of written
notice by the Company, made in good faith, to the Holders to
the effect that the Company is commencing to prepare a
Company-initiated registration statement (other than a
registration effected solely to implement an employee benefit
plan or a transaction to which Rule 145 or any other similar
rule of the Commission under the Securities Act is
applicable);
The Company may postpone the filing of any registration statement
required hereunder for a reasonable period time, not to exceed 120
days, if the Company has been advised by legal counsel that such
filing would require the disclosure of a material transaction or
other factor and the Company determines reasonably and in good
faith that such disclosure would have a material adverse effect on
the Company.
(b) In any Demand Registration, the Holders to be included
therein shall have the right to select the investment banker or
bankers and manager or managers to administer the offering;
provided, however, that such investment banker or bankers and
manager or managers is reasonably satisfactory to the Company. If
the manager or managers deliver an opinion to the Holders that the
total amount of securities which other persons or entities (by
virtue of "piggy-back" or similar registration rights) intend to
include in such offering is sufficiently large to materially and
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adversely affect the success of such offering, then the amount or
kind of securities to be offered for the accounts of such other
persons or entities shall be reduced pro rata with respect to each
holder to the extent necessary to reduce the total amount of
securities to be included in such offering to the amount
recommended by such manager or managers. The amount or kind of
securities to be offered for the accounts of the Holders shall not
be so reduced.
(c) The Company shall use reasonable best efforts to keep
any Demand Registration effective until the earlier of (i) six
months following the date on which the
registration statement relating thereto was declared effective and
(ii) the sale pursuant to such registration statement of the
Registrable Securities covered thereby.
3. PIGGY-BACK REGISTRATION.
If at any time, and from time to time, after June 30, 1997
and prior to December 31, 2003, the Company proposes to file a
registration statement under the Act with respect to an offering
by the Company for its own account or for the account of others of
any class of security (other than a registration statement on
Forms S-4 or S-8 or filed in connection with an exchange offer or
an offering of securities solely to the Company's existing
stockholders), then the Company shall in each case give written
notice of such proposed filing to the Holders at least 30 days
prior to the anticipated filing date, and such notice shall offer
the Holders the opportunity to register such shares of Registrable
Securities as each Holder may request (a "Piggy-Back
Registration"). The Company shall use its best efforts to cause
the managing underwriter or underwriters of a proposed
underwritten offering to permit the holders of Registrable
Securities requested in writing within fifteen (15) days after the
notice given by the Company to be included in the registration for
such offering to include such securities in such offering on the
same terms and conditions as any similar securities of the Company
included therein. Notwithstanding the foregoing, if the managing
underwriter or underwriters of such offering delivers an opinion
to the Holders that the total amount of securities which they or
the Company or any other persons or entities intend to include in
such offering is sufficiently large to materially and adversely
affect the success of such offering, then the amount or kind of
securities to be offered for the accounts of the Holders shall be
reduced to the extent necessary to reduce the total amount of
securities to be included in such offering to the amount
recommended by such managing underwriter or underwriters;
provided, however, that if securities are being offered for the
account of other persons or entities who received registration
rights after those provided for herein, the securities of such
persons or entities shall be reduced in full prior to any
reduction in the securities of the Holders begin offered.
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4. HOLDBACK AGREEMENTS.
(a) RESTRICTIONS ON PUBLIC SALE BY HOLDERS. Each Holder
agrees not to effect any public sale or distribution of securities
which are the same as or which are similar in nature as the
securities of the Company being registered, during the fourteen
days prior to, and during the 90-day period beginning on, the
effective date of a registration statement filed by the Company
(except as part of such registration), but only if and to the
extent requested in writing (with reasonable prior notice) by the
managing underwriter or underwriters in the case of an
underwritten public offering or, if such offering is not
underwritten, by the Company of securities similar to the
Registrable Securities.
(b) RESTRICTIONS ON PUBLIC SALE BY THE COMPANY AND OTHERS.
The Company agrees (i) not to effect any public sale or
distribution of any securities similar to those being registered,
or any securities convertible into or exchangeable or exercisable
during the 90-day period beginning on, the effective date of any
registration statement in which the Holders are participating
(except as part of such registration); and (ii) that any agreement
entered into on or after the date of this Agreement pursuant to
which the Company issues or agrees to issue any privately placed
securities shall contain a provision under which holders of such
securities agree not to effect any public sale or distribution of
any such securities during the periods described in (i) above, in
each case including a sale pursuant to Rule 144 under the Act
(except as part of any such registration, if permitted).
5. REGISTRATION PROCEDURES.
Whenever any Registrable Securities are required to be
registered pursuant to Sections 2 or 3 of this Agreement, the
Company will use its best efforts to effect the registration of
such Registrable Securities in accordance with the intended method
of disposition thereof as diligently as practicable, and in
connection therewith, the Company agrees that it shall also do the
following:
(a) use reasonable best efforts to diligently prepare for
filing and file with the Commission a registration statement which
includes the Registrable Securities and use reasonable best
efforts to cause such registration to become effective; provided
that before filing a registration statement or prospectus or any
amendments or supplements thereto, including documents
incorporated by reference, the Company will furnish to counsel to
the Holders covered by such registration statement and the
managing underwriter or underwriters, if any, draft copies of all
such documents proposed to be filed (other than exhibits, unless
so requested) a reasonable time prior thereto, which documents
will be subject to the reasonable review of such counsel and the
Holders and underwriters, and the Company will not file any
registration
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statement or amendment thereto or any prospectus or any supplement
thereto (including such documents incorporated by reference) to
which the Holders or the managing underwriter or underwriters with
respect to such securities, if any, shall reasonably object, and
will notify the Holders of any stop order issued or threatened by
the Commission in connection therewith and take all reasonable
actions required to prevent the entry of such stop order or to
remove it if entered;
(b) prepare and file with the Commission such amendments and
post-effective amendments to the registration statement as may be
necessary to keep the registration statement effective for a
period of not less than six (6) months (or such shorter period
which will terminate when all Registrable Securities covered by
such registration statement have been sold or withdrawn, but not
prior to the expiration of the 25-day period referred to in
Section 4(3) of the Act and Rule 174 thereunder, if applicable);
cause the prospectus to be supplemented by any required prospectus
supplement, and as so supplemented to be filed pursuant to Rule
424 under the Act; and comply with the provisions of the Act
applicable to it with regard to the disposition of all securities
covered by such registration statement during the applicable
period in accordance with the intended methods of disposition by
the sellers thereof set forth in such registration statement or
supplement to the prospectus;
(c) furnish to any Holder included in such registration
statement and the underwriter or underwriters, if any, without
charge, at least one signed copy of the registration statement and
any post-effective amendment thereto upon request, and such number
of conformed copies thereof and such number of copies of the
prospectus (including each preliminary prospectus) and any
amendments or supplements thereto and any documents incorporated
by reference therein, as such Holder or underwriter may reasonably
request in order to facilitate the disposition of the Registrable
Securities being sold by such Holder (it being understood that the
Company consents to the use of the prospectus and any amendment or
supplement thereto by each Holder covered by the registration
statement and the underwriter or underwriters, if any, in
connection with the offering and sale of the Registrable
Securities covered by the prospectus or any amendment or
supplement thereto);
(d) notify each Holder included in such registration
statement, at any time when a prospectus relating thereto is
required to be delivered under the Act, when the Company becomes
aware of the happening of any event as a result of which the
prospectus included in such registration statement (as then in
effect) contains any untrue statement of a material fact or omits
to state a material fact necessary to make the statements therein
(in the case of the prospectus or any preliminary prospectus, in
light of the circumstances under which they were made) not
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misleading and, as promptly as practicable thereafter, prepare and
file with the Commission and furnish a supplement or amendment to
such prospectus so that, as thereafter delivered to the purchasers
of such Registrable Securities, such prospectus will not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in light
of the circumstances under which they were made, not misleading;
(e) notify each Holder included in such registration
statement and the managing underwriters, if any, promptly, and
confirm such advice in writing, (i) when a prospectus or any
prospectus supplement or post-effective amendment has been filed,
and, with respect to a registration statement or any post-
effective amendment, when the same has become effective, (ii) of
any request by the Commission for amendments or supplements to a
registration statement or related prospectus or for additional
information, and (iii) of the receipt by the Company of any
notification with respect to the suspension of the qualification
of any of the registrable securities for sale in any jurisdiction
or the initiation or threatening of any proceeding for such
purpose;
(f) use reasonable best efforts to cause all Registrable
Securities included in such registration statement to be listed,
by the date of the first sale of Registrable Securities pursuant
to such registration statement, on each securities market on which
the Common Stock of such issuer is then listed or proposed to be
listed, if any;
(g) make generally available to its security holders an
earnings statement satisfying the provisions of Section 11(a) of
the Act and Rule 158 thereunder no later than 45 days after the
end of the 12-month period beginning with the first day of the
Company's first fiscal quarter commencing after the effective date
of the registration statement, which earnings statement shall
cover said 12-month period;
(h) make every reasonable effort to obtain the withdrawal of
any order suspending the effectiveness of the registration
statement at the earliest possible moment;
(i) if requested by the managing underwriter or underwriters
or any Holder covered by the registration statement, promptly
incorporate in a prospectus supplement or post-effective amendment
such information as the managing underwriter or underwriters or
such holder, as the case may be, reasonably requested to be
included therein, including, without limitation, information with
respect to the number of Registrable Securities being sold by such
Holder to an underwriter or underwriters, the purchase price being
paid therefor by such underwriter or underwriters and with respect
to any other terms of the underwritten offering of the Registrable
Securities to be sold in such offering, and promptly make all
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required filings of such prospectus supplement or post-effective
amendment;
(j) as promptly as practicable after filing with the
Commission of any document which is incorporated by reference in
a prospectus contained in a registration statement, deliver a copy
of such document to each Holder covered by such registration
statement;
(k) on or prior to the date on which the registration
statement is declared effective, use reasonable best efforts to
register or qualify, and cooperate with the Holders included in
such registration statement, the underwriter or underwriters, if
any, and their counsel, in connection with the registration or
qualification of the Registrable Securities covered by the
registration statement for offer and sale under the securities or
blue sky laws of each state and other jurisdiction of the United
States as any such holder or underwriter reasonably requests in
writing, to use reasonable best efforts to keep each such
registration or qualification effective, including through new
filings, or amendments or renewals, during the period such
registration statement is required to be kept effective and to do
any and all other acts or things necessary or advisable to enable
the disposition in all such jurisdictions of the Registrable
Securities covered by the applicable registration statement;
provided that the Company will not be required to qualify
generally to do business in any jurisdiction where it is not then
so qualified or to take any action which would subject it to
general service of process in any such jurisdiction where it is
not then so subject;
(l) cooperate with the Holders covered by the registration
statement and the managing underwriter or underwriters, if any, to
facilitate the timely preparation and delivery of certificates
(not bearing any restrictive legends) representing securities to
be sold under the registration statement, and enable such
securities to be in such denominations and registered in such
names as the managing underwriter or underwriters, if any, or such
holders may request;
(m) use reasonable best efforts to cause the Registrable
Securities covered by the registration statement to be registered
with or approved by such other governmental agencies or
authorities within the United States as may be necessary to enable
the seller or sellers thereof or the underwriter or underwriters,
if any, to consummate the disposition of such securities;
(n) enter into such customary agreements (including an
underwritten agreement in customary form with provisions as may be
reasonably required by the managing underwriter retained by the
Holders) and take all such other actions as the Holders or the
managing director or underwriters retained by the Holders
participating in an underwritten public offering, if any,
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reasonably request in order to expedite or facilitate the
disposition of such Registrable Securities;
(o) make available for inspection by any Holder included in
such registration statement, any underwriter participating in any
disposition pursuant to such registration statement, and any
attorney, accountant or other agent retained by any such seller or
underwriter (collectively, the "Inspectors"), all financial and
other records, pertinent corporate documents and properties of the
Company (collectively, the "Records"), as shall be reasonably
necessary to enable them to exercise their due diligence
responsibility, and cause the Company's officers, directors and
employees to supply all information reasonably requested by any
such inspector in connection with such registration statement;
provided that records which the Company determines, in good faith,
to be confidential and which it notifies the Inspectors are
confidential shall not be disclosed by the Inspectors unless (i)
the disclosure of such Records is necessary to avoid or correct a
misstatement or omission in the registration statement or (ii) the
release of such Records is ordered pursuant to a subpoena or other
order from a court of competent jurisdiction; provided, further,
each holder of Registrable Securities agrees that it will, upon
learning that disclosure of such Records is sought in a court of
competent jurisdiction, give notice to the Company and allow the
Company at its expense, to undertake appropriate action and to
prevent disclosure of the Records deemed confidential; and
(p) use reasonable best efforts to obtain a cold comfort
letter from the Company's independent public accountants in
customary form and covering such matters of the type customarily
covered by cold comfort letters as the Holders reasonably request.
Each Holder, upon receipt of any notice from the Company of
the happening of any event of the kind described in subsection (d)
of this Section 5, will forthwith discontinue disposition of the
Registrable Securities until such Holder's receipt of the copies
of the supplemented or amended prospectus contemplated by
subsection (d) of this Section 5 or until it is advised in writing
(the "Advice") by the Company that the use of the prospectus may
be resumed, and has received copies of any additional or
supplemental filings which are incorporated by reference in the
prospectus, and, if so directed by the Company, such Holder will,
or will request the managing underwriter or underwriters, if any,
to deliver to the Company (at the Company's expense) all copies
(other than permanent file copies) then in the possession of such
Holder and of any underwriter or underwriters, of the prospectus
covering such Registrable Securities current at the time of
receipt of such notice. In the event the Company shall give any
such notice, the time periods mentioned in subsection (b) of this
Section 5 shall be extended by the number of days during the
period from and including the date of the giving of such notice to
and including the date when each seller of Registrable Securities
covered by such
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registration statement shall have received the copies of the
supplemented or amended prospectus contemplated by subsection (d)
of this Section 5 hereof or the Advice.
Each Holder hereby covenants that it will not make any sale
of Registrable Securities that are registered in accordance with
Section 2 or 3 hereof without first effectively causing the
prospectus delivery requirements under the Act to be satisfied,
and each such Holder acknowledges and agrees that if sold in a
non-underwritten public offering, such shares are not
transferrable on the books of the Company unless the stock
certificates submitted to the transfer agent evidencing the shares
is accompanied by a certificate to the effect that the shares have
been sold in accordance with an effective registration statement
and the requirements of delivering a current prospectus have been
satisfied.
Each seller of Registrable Securities as to which any
registration is being effected shall use reasonable efforts to
cooperate with the Company, and the Company may require each such
seller to furnish to the Company such information regarding the
distribution of such securities as the Company may from time to
time reasonably request in writing.
6. REGISTRATION EXPENSES.
All expenses incident to the Company's performance of or
compliance with this Agreement, including without limitation all
Commission and National Association of Securities Dealers, Inc.
registration and filing fees, fees and expenses of compliance with
securities or blue sky laws (including fees and disbursements of
counsel in connection with blue sky qualifications of the
Registrable Securities), printing expenses, messenger and delivery
expenses, internal expenses (including, without limitation, all
salaries and expenses of the Company's officers and employees
performing legal or accounting duties), the fees and expenses
incurred in connection with the listing of the securities to be
registered on each securities market on which similar securities
issued by the Company are then listed, and fees and disbursements
of counsel for the Company and its independent certified public
accountants (including the expenses of any "cold comfort" letters
required by or incident to such performance and the fees and
expenses of any special audit required or incident to a
registration hereunder), securities act liability insurance of the
Company and its officers and directors (if the Company elects to
obtain such insurance), the fees and expenses of any special
experts retained by the Company in connection with such
registration, fees and expenses of other persons retained by the
Company incurred in connection with each registration hereunder
(but not including any underwriting fees, discounts or commissions
attributable to the sale of Registrable Securities, fees and
expenses of counsel and any other special experts retained by the
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Holders in connection with a registration required hereunder, and
transfer taxes, if any), will be borne by the Company.
7. INDEMNIFICATION; CONTRIBUTION.
(a) INDEMNIFICATION BY THE COMPANY. The Company agrees to
indemnify and hold harmless each Holder, its officers, directors,
agents, employees, representatives and each person or entity who
controls such Holder (within the meaning of the Act), against all
losses, claims, damages, liabilities and expenses (including
reasonable costs of investigation) arising out of or based upon
any untrue or alleged untrue statement of material fact contained
in any registration statement, any amendment or supplement
thereto, any prospectus or preliminary prospectus or any omission
or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not
misleading, except insofar as the same arise out of or are based
upon any such untrue statement or omission based upon information
with respect to such holder furnished in writing to the Company by
such Holder expressly for use therein. In connection with an
underwritten offering, the Company will indemnify the underwriters
thereof, their officers and directors and each person who controls
such underwriters (within the meaning of the Act) to the same
extent as provided above with respect to the indemnification of
the Holders.
(b) INDEMNIFICATION BY HOLDERS. In connection with any
registration statement in which a Holder is participating, each
such Holder will furnish to the Company in writing such
information with respect to the name and address of such Holder,
the amount of Registrable Securities held by such Holder, and such
other information as is required by the Company for use in
connection with any such registration statement or prospectus and
agrees to indemnify, to the extent permitted by law, the Company,
its directors and officers and each person or entity who controls
the Company (within the meaning of the Act) against any losses,
claims, damages, liabilities and expenses arising out of or based
upon any untrue statement of material fact contained in any
registration statement, any amendment or supplement thereto, any
prospectus or preliminary prospectus or any omission to state
therein a material fact required to be stated therein or necessary
to make the statements therein not misleading, to the extent, but
only to the extent, that such untrue statement or omission is
contained in any information with respect to such Holder so
furnished in writing by such Holder specifically for inclusion in
any prospectus or registration statement. In no event shall the
liability of any selling Holder hereunder be greater in amount
than the dollar amount of the proceeds received by such Holder
upon the sale of the Registrable Securities giving rise to such
indemnification obligation.
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(c) CONDUCT OF INDEMNIFICATION PROCEEDINGS. Any person
entitled to indemnification hereunder agrees to give prompt
written notice to the indemnifying party after the receipt by such
person of any written notice of the commencement of any action,
suit, proceeding or investigation or threat thereof made in
writing for which such Person will claim indemnification or
contribution pursuant to this Agreement and, unless in the
reasonable judgment of such indemnified party (i) a conflict of
interest may exist between such indemnified party and the
indemnifying party with respect to such claim or (ii) the named
parties to any such action, suit, proceeding or investigation
(including any impleaded parties) include both an indemnifying
party and an indemnified party, and such indemnified party shall
have been advised by counsel that there may be one or more legal
defenses available to it which are different from or additional to
those available to the indemnifying party, permit the indemnifying
party to assume the defense of such claim with counsel reasonably
satisfactory to such indemnified party. Whether or not such
defense is assumed by the indemnifying party, the indemnifying
party will not be subject to any liability for any settlement made
without its consent (but such consent will not be unreasonably
withheld). No indemnifying party will consent to entry of any
judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff
to such indemnified party of a release from all liability in
respect of such claim or litigation. If the indemnifying party is
not entitled to, or elects not to, assume the defense of a claim,
it will not be obligated to pay the fees and expenses of more than
one counsel with respect to such claim, unless in the reasonable
judgment of any indemnified party a conflict of interest may exist
between such indemnified party and any other of such indemnified
parties with respect to such claim, in which event the
indemnifying party shall be obligated to pay the fees and expenses
of one additional counsel.
(d) CONTRIBUTION. If the indemnification provided for in
this Section 7 from the indemnifying party is unavailable to an
indemnified party hereunder in respect of any losses, claims,
damages, liabilities or expenses referred to therein, then the
indemnifying party, in lieu of indemnifying such indemnified
party, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages,
liabilities or expenses in such proportion as is appropriate to
reflect the relative fault of the indemnifying party and
indemnified parties in connection with the actions which resulted
in such loses, claims, damages, liabilities or expenses, as well
as any other relevant equitable considerations. The relative
fault of such indemnifying party and indemnified parties shall be
determined by reference to, among other things, whether any
statement of a material fact or omission or alleged omission to
state a material fact, has been made by, or relates to information
supplied by, such indemnifying party or indemnified parties, and
the parties' relative intent, knowledge, access to information and
opportunity to correct or
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prevent such action. The amount paid or payable by a party as a
result of the losses, claims, damages, liabilities and expenses
referred to above shall be deemed to include, subject to the
limitations set forth in Section 7(c), any legal or other fees or
expenses reasonably incurred by such party in connection with any
investigation or proceeding.
The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 7(d) were
determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable
considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 7(d), no
underwriter shall be required to contribute any amount in excess
of the amount by which the total price at which the Registrable
Securities underwritten by it and distributed to the public were
offered to the public exceeds the amount of any damages which such
underwriter has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged
omission, and no selling Holder shall be required to contribute
any amount in excess of the amount by which the total price at
which the Registrable Securities of such selling Holder were
offered to the public exceeds the amount of any damages which
such selling Holder has otherwise been required to pay by reason
of such untrue statement or omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f)
of the Act) shall be entitled to contribution from any Person who
was not guilty of such fraudulent misrepresentation.
If indemnification is available under this Section 7, the
indemnifying parties shall indemnify each indemnified party to the
full extent provided in Section 7(a) and (b) without regard to the
relative fault of said indemnifying party or indemnified party or
any other equitable consideration provided for in this Section
7(d).
8. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS.
No Holder may participate in any underwritten registration
hereunder unless such Holder (a) agrees to sell such Holder's
securities on the basis provided in any underwriting arrangements
approved by the persons entitled hereunder to approve such
arrangements and (b) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements and other
documents reasonably required under the terms of such underwriting
arrangements.
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9. RULE 144.
The Company agrees that it will use reasonable best efforts
to make and keep public information available, as those terms are
understood and defined in Rule 144 under the Act, at all times.
The Company agrees that it will use its best efforts to file with
the Commission in a timely manner the reports required to be filed
by it under the Act and the Exchange Act and the rules and
regulations adopted by the Commission thereunder. The Company
shall furnish to any Holder upon written request a written
statement as to the steps it has taken to comply with the current
public information requirements of Rule 144.
10. TRANSFER OF REGISTRATION RIGHTS. The registration rights
provided to each of the Holders under Section 2 and 3 hereof may
not be transferred to any other person or entity; provided,
however, the Holders may transfer the registration rights provided
hereunder in connection with a transfer of all or any portion of
Registrable Securities to an affiliate of Geneve Holdings, Inc.
("GHI"). Any transferee of Registrable Securities pursuant to the
preceding sentence shall be a holder of Registrable Securities
within the meaning of this Agreement and shall have the rights as
such hereunder.
11. ADDITIONAL GRANTS OF REGISTRATION RIGHTS. The Company shall
not hereafter enter into any agreement with respect to its
securities which is inconsistent with the rights granted to the
Holders in this Agreement. If the Company shall hereafter grant
any registration or similar rights with respect to securities of
the Company which are more favorable than the rights granted
pursuant to this Agreement, each Holder shall immediately be
vested with such more favorable rights.
12. MISCELLANEOUS.
(a) AMENDMENTS AND WAIVERS. Except as otherwise provided
herein, the provisions of this Agreement may not be amended,
modified or supplemented, and waivers or consents to departures
from the provisions hereof may not be given unless the Company has
obtained the written consent of all of the Holders.
(b) NOTICES. All notices and other communications provided
for or permitted hereunder shall be in writing and shall be deemed
to have been duly given if delivered personally or sent by telex
or telecopies, registered or certified mail (return receipt
requested), postage prepaid or courier to the parties at the
following addresses (or at such other address for any party as
shall be specified by like notice, provided that notices of a
change of address shall be effective only upon receipt thereof).
Notices sent by mail shall be effective when answered back,
notices sent by telecopier shall be effective when receipt is
acknowledged, and notices sent by courier guaranteeing next day
deliver shall be
<PAGE>
PAGE 33 OF 34 PAGES
effective on the next business day after timely delivery to the
courier:
(i) if to a holder of Registrable Securities at the
most current address given by such holder to the Company in
writing;
(ii) if to the Company at:
Zimmerman Sign Company
9846 Hwy. 31 East
Tyler, Texas 75705
Attn: Chairman
(c) SUCCESSORS AND ASSIGNS. This Agreement shall inure to
the benefit of and be binding upon the successors and assigns of
each of the parties.
(d) COUNTERPARTS. This Agreement may be executed in any
number of counterparts and by the parties hereto in separate
counterparts, each of which when so executed shall be deemed to be
an original and all of which taken together shall constitute one
and the same agreement.
(e) HEADINGS. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise
affect the meaning hereof.
(f) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS
APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY WITHIN
THAT STATE.
(g) SEVERABILITY. In the event that any one or more of the
provisions contained herein, or the application thereof in any
circumstances, is held invalid, illegal or unenforceable in any
respect for any reason, the validity, legality and enforceability
of any such provision in every other respect and of the remaining
provisions contained herein shall not be in any way impaired
thereby, it being intended that all of the rights and privileges
of the Holders shall be enforceable to the fullest extent
permitted by law.
(h) ENTIRE AGREEMENT. This Agreement, is intended by the
parties as a final expression of their agreement and intended to
be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject
matter contained herein and therein. There are no restrictions,
promises, warranties or undertakings, other than those set forth
or referred to herein and therein. This Agreement supersedes all
prior agreements and understandings between the parties with
respect to such subject matter.
<PAGE>
PAGE 34 OF 34 PAGES
EXECUTED, as of the date first above written.
COMPANY:
ZIMMERMAN SIGN COMPANY
By: /s/ David E. Anderson
---------------------
Its: Chairman
HOLDERS:
SOUTHERN INVESTORS CORP.
By: /s/ David T. Kettig
-------------------
Its: Secretary
SOUTHERN MORTGAGE HOLDING
HOLDING CORPORATION
By: /s/ David T. Kettig
-------------------
Its: Secretary
GENEVE SECURITIES PORTFOLIO CORP.
By:/s/ David T. Kettig
----------------------
Its: Secretary
GENEVE SECURITIES HOLDING CORP.
By:/s/ David T. Kettig
----------------------
Its:Secretary
FIRST INTERNATIONAL REINSURANCE
COMPANY, INC.
By:/s/ David T. Kettig
----------------------
Its:Secretary
