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of 2,400 shares of class A common stock and 660 shares of series
B preferred stock that were convertible share for share into NMG
common stock. NMG’s stock was owned as follows:
Common Stock
Shares of Ownership Shares of
Shareholder Common Stock Percentage Preferred Stock
Grossberg family1 1,17649.00% 660
E. James Cooper349 14.54 0
John J. Woodlock 34914.54 0
Randolph K. Ginsberg 349 14.54 0
John J. Zamora 177 7.38 0
Total 2,400 100.00 660
1The Grossberg family consisted of Ewel Grossberg and June Marion
Grossberg, in their capacities as trustees of the Grossberg Trust of
1983, and their children, Linda Finkel and Alan B. Grossberg.
If all preferred shares were converted into NMG common shares,
and if all warrants were exercised, the following would represent
the percentage ownership of NMG shares as of September 28, 1993:
Shareholders and Shares of Ownership
Warrantholders Common Stock Percentage
Grossberg family 1,836.00 43.75%
E. James Cooper 349.00 8.32
John J. Woodlock 349.00 8.32
Randolph K. Ginsberg 349.00 8.32
John J. Zamora 177.00 4.22
Arbeit 772.14 18.40
Sieben 18.36 0.44
Berkeley 115.41 2.75
BG Services 230.82 5.50
Total 4,196.73 1100.00
1As a result of rounding the percentages, the total should
actually be 100.02 percent.
On September 28, 1993, World Color Press, Inc. (WCP), wrote
a letter to the chairman of the board of directors of NMG, Ewel
Grossberg, in which it stated its intention to purchase all the
issued and outstanding shares of NMG on the terms and conditions
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