Estate of Frederick Carl Gloeckner, Deceased, Joseph A. Simone, and Douglas Dillon, Co-Executors - Page 5

                                        - 5 -                                         
                                    Common Stock                                      

                 Shareholder    Number of Shares      Percentage                      
                 Decedent            4,230               84.6                         
                 Poesch                750               15.0                         
                 Simone                 20               00.4                         


                                   Preferred Stock                                    

               Number of Shares    Number of Shares                                   
               Shareholder     of 4% Preferred     of 6% preferred                    
               Decedent             3,375               6,660                         
               Poesch               1,725               1,500                         
               F.C.G. Foundation    2,250                 315                         

               Decedent strongly believed that the best interests of the              
          company would not be served if it were owned and managed by                 
          outsiders, including his family members.  Decedent also believed            
          that Simone was the best candidate to be the chief executive of             
          the company.  Decedent’s plan of corporate succession was to have           
          Simone both own and manage the company.                                     
               At the time of the 1987 redemption agreement, the company’s            
          senior management consisted of decedent, Poesch, and Simone.                
          Poesch refused to enter into a similar redemption agreement.                
          Simone, however, did enter into a similar redemption agreement.             
          At the time of the 1987 redemption agreement, decedent was                  

          1(...continued)                                                             
          after the 1960 redemption agreement was signed.                             




Page:  Previous  1  2  3  4  5  6  7  8  9  10  11  12  13  14  15  16  17  18  19  20  Next

Last modified: May 25, 2011