Exhibit 10.2


 


Execution
Copy


 


VOTING AGREEMENT


 


THIS
VOTING AGREEMENT, dated as of May 10, 2005 (this “Agreement”),
is among The William Carter Company, a Massachusetts corporation (“Bidder”),
and each of the other parties signatory hereto (each a “Stockholder” and
collectively the “Stockholders”).


 


WHEREAS,
Bidder, Oshkosh B’Gosh, Inc., a Delaware corporation (the “Company”),
and a subsidiary to be formed by Bidder (“Merger Sub”) have entered into
an Agreement and Plan of Merger, dated as of the date hereof (the “Merger
Agreement”; terms defined in the Merger Agreement and not otherwise defined
herein being used herein as therein defined), pursuant to which, among other
things, Merger Sub will be merged with and into the Company, with the Company
surviving as a wholly-owned subsidiary of Bidder (the “Merger”) and each
issued and outstanding share (other than Dissenters’ Shares) of Company Common
Stock will be converted into the right to receive the Merger Consideration.


 


WHEREAS,
as of the date hereof the Stockholders owned of record, and had the right to
vote, 1,719,112 shares (and each Stockholder owned the number of such shares
set forth beside such Stockholder’s name on the signature page thereto) of
Class B Common Stock (such Class B Common Stock, together with any
other Class B Common Stock acquired by any Stockholder by purchase or
otherwise from the date hereof through the termination of this Agreement, is
collectively referred to herein as the Stockholders’ “Subject Shares”).


 


WHEREAS,
as a condition and inducement to Bidder’s willingness to enter into the Merger
Agreement, Bidder has requested that the Stockholders agree, and each of the
Stockholders has agreed, to enter into this Agreement.


 


NOW,
THEREFORE, the parties hereto agree as follows:


 


ARTICLE 1

VOTING AGREEMENT; GRANT OF PROXY


 


Section 1.01  Voting Agreement.  (a)  Each Stockholder hereby agrees to
vote all Subject Shares that such Stockholder is entitled to vote at the time
of any vote to approve and adopt the Merger Agreement and the Merger at any
meeting of the stockholders of the Company, and at any adjournment thereof, at
which the Merger Agreement and the Merger are submitted for the consideration
and vote of the stockholders of the Company.


 


(b) 
Each Stockholder hereby agrees that it shall vote its Subject Shares against
the approval of (i) any Alternative Acquisition Proposal, (ii) any
extraordinary dividend or distribution by the Company or any of its
Subsidiaries, (iii) any change in the capital


 





















 


structure of the
Company or any of its Subsidiaries (other than pursuant to the Merger
Agreement), and (iv) any change in the composition or membership of the
Company’s Board of Directors, other than as permitted by the Merger Agreement.


 


(c) 
Each Stockholder hereby agrees that any agreements among the Stockholders or
any of them that could be construed to limit their respective rights to enter
into this Agreement, perform hereunder, or restrict the Company’s ability to
consummate the Merger are amended to the full extent necessary to assure that
entering into this Agreement and performance hereunder are permitted under each
such agreement without breach thereof.


 


Section 1.02  Irrevocable Proxy.  Each Stockholder hereby irrevocably and
unconditionally revokes any and all previous proxies granted with respect to
its Subject Shares.  By entering into
this Agreement, each Stockholder hereby irrevocably and unconditionally grants
a proxy appointing a designee of Bidder (“Designee”) as such Stockholder’s
attorney-in-fact and proxy, with full power of substitution, for and in such
Stockholder’s name, to vote, express, consent or dissent, or otherwise to
utilize such voting power on the matters described in Section 1.01
as Designee or its proxy or substitute shall, in Designee’s sole discretion, deem
proper with respect to such Stockholder’s Subject Shares.  The proxy granted by such Stockholder
pursuant to this Section 1.02 is coupled with an interest and is
irrevocable and is granted in consideration of Bidder entering into this
Agreement and the Merger Agreement and incurring certain related fees and
expenses.  Each Stockholder shall perform
such further acts and execute such further documents as may be required to vest
in Designee the sole power to vote such Stockholder’s Subject Shares.  Notwithstanding the foregoing, the proxy
granted by each Stockholder shall be revoked upon termination of this Agreement
in accordance with its terms.


 


ARTICLE 2

REPRESENTATIONS AND WARRANTIES OF STOCKHOLDERS


 


Each
Stockholder, severally and not jointly, represents and warrants to Bidder that:


 


Section 2.01  Authorization.  (a)  If such Stockholder is not an
individual, the execution, delivery and performance by such Stockholder of this
Agreement and the consummation by such Stockholder of the transactions contemplated
hereby are within the corporate or similar powers of Stockholder and have been
duly authorized by all necessary corporate or similar action.  This Agreement constitutes a valid and
binding Agreement of such Stockholder.


 


(b) 
If such Stockholder is married and the Subject Shares set forth on the
signature page hereto opposite such Stockholder’s name constitute
community property under applicable laws, this Agreement has been duly
authorized, executed and delivered by, and constitutes the valid and binding
agreement of, such Stockholder’s spouse. 
If this


 


2





















 


Agreement is being
executed in a representative or fiduciary capacity, the Person signing this
Agreement has full power and authority to enter into and perform this
Agreement.


 


Section 2.02  Non-Contravention.  The execution, delivery and performance by
such Stockholder of this Agreement and the consummation by such Stockholder of
the transactions contemplated hereby do not and shall not (i) if such
Stockholder is not an individual, violate any organizational documents of such
Stockholder, (ii) violate any applicable law, rule, regulation, judgment,
injunction, order or decree, (iii) require any consent or other action by
any person under, constitute a default under, or give rise to any right of
termination, cancellation or acceleration or to a loss of any benefit to which
such Stockholder is entitled under any provision of any agreement or other
instrument binding on such Stockholder, (iv) result in the imposition of
any lien on any asset of Stockholder or (v) violate any other agreement,
arrangement or instrument to which such Stockholder is a party or by which such
Stockholder (or any of its assets) is bound.


 


Section 2.03  Ownership of Subject Shares.  Such Stockholder is the record owner of, and
has the right to vote, the Subject Shares, free and clear of any lien and any
other limitation or restriction (including any restriction on the right to vote
or otherwise dispose of the Subject Shares) (other than those that would not
impede in any manner such Stockholder’s ability to perform this Agreement;
provided that, for the avoidance of doubt, any limitation or restriction on
such Stockholder’s right to transfer or vote such Stockholder’s Subject Shares
shall be deemed to materially impede such Stockholder’s ability to perform this
Agreement).  None of the Subject Shares
is subject to any voting trust or other agreement, arrangement or instrument
with respect to the voting of such Subject Shares.


 


Section 2.04  Total Subject Shares.  Except for the Subject Shares set forth
beside such Stockholder’s name on the signature pages hereto or any
beneficial interest in Subject Shares that are set forth beside another
Stockholder’s name on the signature pages hereto, such Stockholder does
not beneficially own any (i) Subject Shares or (ii) securities of the
Company convertible into or exchangeable for Subject Shares.


 


Section 2.05  Reliance by Bidder.  Such Stockholder understands and acknowledges
that Bidder is entering into the Merger Agreement in reliance upon such
Stockholder’s execution and delivery of this Agreement.


 


ARTICLE 3

COVENANTS OF STOCKHOLDERS


 


Each Stockholder hereby covenants and agrees
that:


 


Section 3.01  No Interference; No Transfers.  Except pursuant to the terms of this
Agreement, such Stockholder shall not, without the prior written consent of
Bidder, directly or indirectly, (i) grant any proxies or enter into any
voting trust or other agreement or arrangement with respect to the voting of
any Subject Shares in a manner


 


3





















 


inconsistent with
the terms of this Agreement, (ii) voluntarily take any action that would
or is reasonably likely to (A) make any representation or warranty
contained herein untrue or incorrect in any material respect or (B) have
the effect in any material respect of preventing such Stockholder from
performing its obligations under this Agreement or (iii) voluntarily sell,
assign, transfer, encumber or otherwise dispose of, or enter into any contract,
option or other arrangement or understanding with respect to the direct or
indirect sale, assignment, transfer, encumbrance or other disposition of, any
Subject Shares during the term of this Agreement except for transfers to any
person or entity who is subject to this Agreement or who becomes bound hereby
as a Stockholder by operation of law or by becoming party to and being bound by
the terms of this Agreement as a Stockholder incident to such transfer.  For purposes of this Section 3.01,
the term “sell” or “sale” or any derivatives thereof shall
include (i) a sale, transfer or disposition of record or beneficial
ownership, or both and (ii) a short sale with respect to Subject Shares or
substantially identical property, entering into or acquiring a futures or
forward contract to deliver Subject Shares or substantially identical property
or entering into any transaction that has the same effect as any of the
foregoing.


 


Section 3.02  Other Offers.  Such Stockholder shall not, directly or
indirectly, (i) take any action to solicit or initiate any Alternative
Acquisition Proposal or (ii) engage in negotiations with, or disclose any
nonpublic information relating to the Company or any of its subsidiaries or
afford access to the properties, books or records of the Company or any of its
subsidiaries to, any person that may be considering making, or has made, an
Alternative Acquisition Proposal or has agreed to endorse an Alternative
Acquisition Proposal or any request for nonpublic information relating to the
Company or any of its subsidiaries or for access to the properties, books or
records of the Company or any of its subsidiaries by any person that may be
considering making, or has made, an Alternative Acquisition Proposal and shall
advise Bidder of the status and material details of any such Alternative
Acquisition Proposal or request.


 


Section 3.03  Appraisal Rights.  Such Stockholder shall not exercise any
rights (including under Section 262 of the DGCL) to demand appraisal of
any Subject Shares or any other shares of Company Capital Stock which may arise
with respect to the Merger.


 


Section 3.04  Sale of Shares.  In the event that the Bidder shall be
entitled to a Termination Fee pursuant to Section 9.02(b) or Section 9.02(c) of
the Merger Agreement, and if within 18 months following the date hereof any
Stockholder receives proceeds whereby such Stockholder realizes a Profit (as
defined below), then upon the receipt of such Profit such Stockholder shall pay
to the Bidder an amount equal to 50% of such Profit.  For the purposes of this Section 3.04,
the term “Profit” shall mean the excess, if any, of (a) the
aggregate consideration received by the Stockholder or any donee thereof in
respect of the disposition (including through a merger) of the Subject Shares
over (b) the number of such Subject Shares multiplied by the Per Share
Amount.


 


4





















 


Section 3.05  Termination Fee.  In the event that (a) the condition to
closing in Section 8.01(a) of the Merger Agreement is not satisfied
and Bidder is not in default under its obligations under the last sentence of Section 7.01
of the Merger Agreement, (b) one or more of the Stockholders has failed to
vote his, her or its Subject Shares in favor of the Merger if Bidder has
requested him, her or it to do so and (c) the Merger Agreement is
terminated by Bidder or by the Company pursuant to Section 9.01(b)(iii) of
the Merger Agreement, then each Stockholder shall pay to Bidder an amount equal
to such Stockholder’s pro rata share of $12,175,800 (the “Termination Fee”),
which shall be payable upon such termination by wire transfer in immediately
available funds to Bidder or such other Person as Bidder may designate in
writing to the Stockholders.  If any Stockholder
fails to promptly make any payment required under this Section 3.05
and Bidder commences a suit to collect such payment, such Stockholder shall
indemnify Bidder for its fees and expenses (including attorneys fees and
expenses) incurred in connection with such suit and shall pay interest on the
amount of the payment at the prime lending rate prevailing at such time, as
published in the Wall Street Journal, from the date such amounts were required
to be paid until the date paid to Bidder. 
For purposes of this Section 3.05, each Stockholder’s “pro
rata share” shall be a fraction determined by dividing (a) the number
of Subject Shares set forth next to such Stockholder’s name on the signature pages hereto
by (b) the sum of the numbers of Subject Shares set forth on the signature
pages hereto next to each Stockholder that signs this Agreement.  The payment of the Termination Fee shall be
the exclusive remedy for Bidder for a breach of this Agreement by the
Stockholders.  If the Termination Fee is
paid pursuant to this Section 3.05, any Stockholders who breached
their obligations under Article 1 shall indemnify any Stockholders
who did not breach their obligations under Article 1 with respect
to the portion of the Termination Fee paid by such nonbreaching Stockholders.


 


ARTICLE 4

MISCELLANEOUS


 


Section 4.01  Amendments; Termination.  Any provision of this Agreement may be
amended or waived if, but only if, such amendment or waiver is in writing and
is signed, in the case of an amendment, by each party to this Agreement or in
the case of a waiver, by the party against whom the waiver is to be
effective.  This Agreement shall
terminate on the earliest of (i) the Effective Time, (ii) the date of
termination of the Merger Agreement in accordance with its terms and (iii) the
effective date of any amendment to or waiver of a material term or condition of
the Merger Agreement in a manner adverse to the Stockholders without the prior
written consent of Stockholders holding a majority of the Subject Shares.  In the event of termination of this Agreement
as provided in this Section 4.01, this Agreement shall forthwith
become void and have no effect, without any liability or obligation on the part
of any party to this Agreement, other than Section 3.04, Section 3.05
and this Article 4, except that, other than as provided in Section 3.05,
nothing herein will relieve any party from liability for any willful breach


 


5





















 


engaged in prior
to such termination of any representation, warranty or covenant set forth in
this Agreement.


 


Section 4.02  Costs and Expenses.  All costs and expenses incurred in connection
with this Agreement shall be paid by the party incurring such cost or expense.


 


Section 4.03  Successors and Assigns.  Neither this Agreement
nor any of the rights, interests or obligations under this Agreement shall be
assigned, in whole or in part, by operation of law or otherwise by any of the
parties hereto without the prior written consent of the other parties hereto, except
that Bidder may assign, in its sole discretion, any of or all its rights,
interests and obligations under this Agreement to any direct or indirect wholly
owned subsidiary of Bidder, but no such assignment shall relieve Bidder of any
of its obligations under this Agreement. Any purported assignment without such
consent shall be void. Subject to the preceding sentences, this Agreement will
be binding upon, inure to the benefit of, and be enforceable by, the parties
hereto and their respective successors and assigns.


 


Section 4.04  Governing Law.  This Agreement shall
be governed by, and construed in accordance with, the laws of the State
of Delaware, regardless of the laws that might otherwise
govern under applicable principles of conflicts of laws thereof.


 


Section 4.05  Counterparts; Effectiveness.  This Agreement may be
executed in one or more counterparts, all of which shall be considered one and
the same agreement and shall become effective when one or more counterparts
have been signed by each of the parties hereto and delivered to the other
parties hereto.  Delivery of an executed
counterpart of this Agreement by facsimile shall be effective to the fullest
extent permitted by applicable law.


 


Section 4.06  Severability.  If any term or other
provision of this Agreement is invalid, illegal or incapable of being enforced
by any rule or law, or public policy, all other conditions and provisions
of this Agreement shall nevertheless remain in full force and effect so long as
the economic or legal substance of the transactions contemplated hereby is not
affected in any manner materially adverse to any party. Upon such determination
that any term or other provision is invalid, illegal or incapable of being
enforced, the parties hereto shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties hereto as closely
as possible in an acceptable manner to the end that transactions contemplated
hereby are fulfilled to the extent possible.


 


Section 4.07  Interpretation.  When a reference is
made in this Agreement to a Section, such reference shall be to a Section of
this Agreement unless otherwise indicated. 
The headings contained in this Agreement are for reference purposes only
and shall not affect in any way the meaning or interpretation of this
Agreement.  Whenever the words “include”,
“includes” or “including” are used in this Agreement, they shall be deemed to
be followed by the words “without limitation”  to the extent such words do not


 


6





















 


already follow any
such term.  The
word “or” shall not be exclusive.  The phrases “herein,” “hereof,” “hereunder” and words of
similar import shall be deemed to refer to this Agreement as a whole and not to
any particular provision of this Agreement.  Other than Section 1.01(c) and
Section 3.05, this Agreement is an agreement between each of the
Stockholders, on the one hand, and Bidder, on the other hand, and is not an
agreement among the Stockholders.


 


Section 4.08  Specific Performance.  The parties hereto agree that irreparable
damage would occur in the event that any of the provisions of this Agreement
were not performed in accordance with their specific terms on a timely basis or
were otherwise breached.  It is
accordingly agreed that the parties hereto shall be entitled to an injunction
or other equitable relief to prevent breaches of this Agreement and to enforce
specifically the terms and provisions of this Agreement in any court identified
in Section 4.10, this being in addition to any other remedy to
which they are entitled at law or in equity.


 


Section 4.09  Entire
Agreement; No Third-Party Beneficiaries.  This Agreement constitutes the entire
agreement, and supersedes all prior agreements and understandings, both written
and oral, among the parties hereto with respect to the subject matter
hereof.  No provision of this Agreement
is intended to confer upon any Person other than the parties hereto any rights
or remedies.


 


Section 4.10  Submission
to Jurisdiction.  Each party to this
Agreement hereby (a) agrees that any litigation, proceeding or other legal
action brought in connection with or relating to this Agreement or any matters
contemplated hereby shall be brought exclusively in a court of competent
jurisdiction located within Wilmington, Delaware, whether a state or federal
court, and shall not be brought in any court or forum outside Wilmington,
Delaware, (b) consents and submits to personal jurisdiction in connection
with any such litigation, proceeding or action in any such court described in clause
(a) of this Section 4.10 and to service of process upon it
in accordance with the rules and statutes governing service of process, (c) waives
to the full extent permitted by law any objection that it may now or hereafter
have to the venue of any such litigation, proceeding or action in any such
court or that any such litigation, proceeding or action was brought in an
inconvenient forum, (d) designates, appoints and directs CT Corporation
System as its authorized agent to receive on its behalf service of any and all
process and documents in such litigation, proceeding or action in the State of
Delaware, (e) agrees to notify the other parties to this Agreement
immediately if such agent shall refuse to act, or be prevented from acting, as
agent and, in such event, promptly designate another agent in the State of
Delaware to serve in place of such agent and deliver to the other parties
written evidence of such substitute agent’s acceptance of such
designation,  (f) agrees that any service
made as provided herein shall be effective and binding service in every respect
and (g) agrees that nothing herein shall affect the rights of any party to
effect service of process in any other manner permitted by applicable law.


 


7





















 


Section 4.11  Acknowledgment.  Bidder acknowledges that each Stockholder
signs solely in its capacity as the record and/or beneficial (as applicable)
owner of the Subject Shares and nothing herein shall limit or affect any actions
taken by such Stockholder, or require such Stockholder to take any action, in
his or her capacity as an officer or director of the Company including to
disclose information acquired solely in his or her capacity as an officer or
director.  Each Stockholder who is also a
director or officer of the Company may in those capacities take, or cause the
Company to take, any action permitted under the Merger Agreement (including Section 6.02
thereof), notwithstanding any limit on that Stockholder contained in this
Agreement.


 


(Intentionally left
blank)


 


8





















 


IN WITNESS
WHEREOF, the parties hereto have cause this Agreement
to be duly executed as of the date and year first above written.


 


	
   

  	
  THE WILLIAM CARTER COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/   MICHAEL
  D. CASEY

  
	
   

  	
   

  	
  Michael D. Casey

  
	
   

  	
   

  	
  Executive Vice President and

  
	
   

  	
   

  	
  Chief Financial Officer

  



 


 


S-1





















 


STOCKHOLDERS
SIGNATURE PAGE


TO THE
VOTING AGREEMENT


 


	
   

  	
   

  	
   

  	
  Shares of Class B

  Common Stock

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ JOYCE W. HYDE AND CHARLES F. HYDE

  	
   

  	
   

  	
  224,578

  	
   

  
	
  Joyce W. Hyde and Charles F. Hyde, as
  Wisconsin marital property

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ DOUGLAS W. HYDE

  	
   

  	
   

  	
  285,324

  	
   

  
	
  Douglas W. Hyde

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ CHRISTINA G. HYDE

  	
   

  	
   

  	
  3,120

  	
   

  
	
  Christina G. Hyde

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ DOUGLAS W. HYDE

  	
   

  	
   

  	
  13,530

  	
   

  
	
  Douglas W. Hyde, Trustee of the Andrew W.
  Hyde Irrevocable Trust of 2004 u/a/d 10/17/04

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ DOUGLAS W. HYDE

  	
   

  	
   

  	
  2,960

  	
   

  
	
  Douglas W. Hyde, Custodian for Sarah E.
  Hyde

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ DOUGLAS W. HYDE

  	
   

  	
   

  	
  3,280

  	
   

  
	
  Douglas W. Hyde, Trustee of Charles F. Hyde, Jr.
  and Joyce W. Hyde 1988 Trust f/b/o Sarah E. Hyde u/a/d 12/8/88

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ THOMAS R. HYDE

  	
   

  	
   

  	
  193,812

  	
   

  
	
  Thomas R. Hyde

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ THOMAS R. HYDE

  	
   

  	
   

  	
  3,280

  	
   

  
	
  Thomas R. Hyde, Trustee of the Charles F.
  Hyde, Jr. and Joyce W. Hyde 1982 Trust f/b/o Emily K. Hyde u/a/d
  12/27/82

  	
   

  	
   

  	
   

  	
   

  



 


S-2





















 


	
   

  	
   

  	
   

  	
  Shares of Class B

  Common Stock

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ THOMAS R. HYDE

  	
   

  	
   

  	
  3,280

  	
   

  
	
  Thomas R. Hyde, Trustee of the Charles F.
  Hyde, Jr. and Joyce W. Hyde 1984 Trust f/b/o Andrew M. Hyde u/a/d
  11/30/84

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ MARGARET H. WACHTEL

  	
   

  	
   

  	
  213,396

  	
   

  
	
  Margaret H. Wachtel

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ THOMAS R. WYMAN AND SHIRLEY F. WYMAN

  	
   

  	
   

  	
  114,360

  	
   

  
	
  Thomas R. Wyman and Shirley F. Wyman, as
  Wisconsin marital property

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ WILLIAM F. WYMAN

  	
   

  	
   

  	
  443,452

  	
   

  
	
  William F. Wyman

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ ELIZABETH WHEALON WYMAN

  	
   

  	
   

  	
  0

  	
   

  
	
  Elizabeth Whealon Wyman

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ WILLIAM F. WYMAN

  	
   

  	
   

  	
  24,752

  	
   

  
	
  William F. Wyman, Trustee of the Thomas R.
  and Shirley F. Wyman Trust f/b/o William W. Wyman u/a/d 12/14/89

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ WILLIAM F. WYMAN

  	
   

  	
   

  	
  23,440

  	
   

  
	
  William F. Wyman, Trustee of the Thomas R.
  and Shirley F. Wyman Trust f/b/o Maxwell P. Wyman u/a/d 11/29/90

  	
   

  	
   

  	
   

  	
   

  



 


S-3





















 


	
   

  	
   

  	
   

  	
  Shares of Class B

  Common Stock

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ WILLIAM F. WYMAN

  	
   

  	
   

  	
  17,340

  	
   

  
	
  William F. Wyman, Trustee of the Thomas R.
  and Shirley F. Wyman Trust f/b/o Katherine Elizabeth Wyman u/a/d 12/11/92

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ WILLIAM F. WYMAN

  	
   

  	
   

  	
  48,696

  	
   

  
	
  William F. Wyman, Trustee of the William W.
  Wyman 2000 Trust u/a/d 8/7/00

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ WILLIAM F. WYMAN

  	
   

  	
   

  	
  48,696

  	
   

  
	
  William F. Wyman, Trustee of the Maxwell P.
  Wyman 2000 Trust u/a/d 8/7/00

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ WILLIAM F. WYMAN

  	
   

  	
   

  	
  48,696

  	
   

  
	
  William F. Wyman, Trustee of the Katherine
  E. Wyman 2000 Trust u/a/d 8/7/00

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ WILLIAM F. WYMAN

  	
   

  	
   

  	
  1,040

  	
   

  
	
  William F. Wyman, Trustee of the William W.
  Wyman 2004 Trust u/a/d 10/19/04

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ WILLIAM F. WYMAN

  	
   

  	
   

  	
  1,040

  	
   

  
	
  William F. Wyman, Trustee of the Maxwell P.
  Wyman 2004 Trust u/a/d 10/19/04

  	
   

  	
   

  	
   

  	
   

  



 


S-4





















 


	
   

  	
   

  	
   

  	
  Shares of Class B

  Common Stock

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ WILLIAM F. WYMAN

  	
   

  	
   

  	
  1040

  	
   

  
	
  William F. Wyman, Trustee of the Katherine
  E. Wyman 2004 Trust u/a/d 10/19/04

  	
   

  	
   

  	
   

  	
   

  



 


S-5