SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 25) (1)
Katy Industries, Inc.
(Name of Issuer)
Common Stock, One Dollar ($1.00) par value
(Title of Class of Securities)
486026107
(CUSIP Number)
Jonathan P. Johnson
President
CRL, Inc.
6300 S. Syracuse Way, Suite 300
Englewood, CO 80111
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 2, 2001
(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 that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box ____.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(1) 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, as amended (the "Act"), or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
(Continued on following pages)
CUSIP No. 486026107 13D Page 2 of 13 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Wallace E. Carroll, Jr.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK NOT APPLICABLE BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7 SOLE VOTING POWER 194,358
8 SHARED VOTING POWER 2,931,647
9 SOLE DISPOSITIVE POWER 194,358
10 SHARED DISPOSITIVE POWER 2,931,647
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,126,005
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 37.2%
14 TYPE OF REPORTING PERSON* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 486026107 13D Page 3 of 13 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Amelia M. Carroll
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7 SOLE VOTING POWER 20,848
8 SHARED VOTING POWER 3,131,157
9 SOLE DISPOSITIVE POWER 20,848
10 SHARED DISPOSITIVE POWER 3,131,157
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,152,005
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 37.6%
14 TYPE OF REPORTING PERSON* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 48602107 13D Page 4 of 13 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Wallace E. Carroll Trust U/A Dated 7/1/57
F/B/O Wallace E. Carroll, Jr. and his descendants
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7 SOLE VOTING POWER 2,151
8 SHARED VOTING POWER 2,073,436
9 SOLE DISPOSITIVE POWER 2,151
10 SHARED DISPOSITIVE POWER 2,073,436
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,075,587
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.7%
14 TYPE OF REPORTING PERSON* OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 486026107 13D Page 5 of 13 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Wallace E. and Lelia H. Carroll Trust U/A Dated 5/1/58
F/B/O Wallace E. Carroll, Jr. and his descendants
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7 SOLE VOTING POWER 603,000
8 SHARED VOTING POWER 2,073,436
9 SOLE DISPOSITIVE POWER 603,000
10 SHARED DISPOSITIVE POWER 2,073,436
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,676,436
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.9%
14 TYPE OF REPORTING PERSON* OO
*SEE INSTRUCTIONS BEFORE FILING OUT!
CUSIP No. 486026107 13D Page 6 of 13 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Wallace E. Carroll Trust U/A Dated 1/20/61
F/B/O Wallace E. Carroll, Jr. and his descendants
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7 SOLE VOTING POWER 11,881
8 SHARED VOTING POWER -0-
9 SOLE DISPOSITIVE POWER 11,881
10 SHARED DISPOSITIVE POWER -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,881
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14 TYPE OF REPORTING PERSON* OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 486026107 13D Page 7 of 13 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Lelia H. Carroll Trust U/A Dated 7/12/62
F/B/O Wallace E. Carroll, Jr. and his descendants
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7 SOLE VOTING POWER 180,661
8 SHARED VOTING POWER -0-
9 SOLE DISPOSITIVE POWER 180,661
10 SHARED DISPOSITIVE POWER -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 180,661
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.2%
14 TYPE OF REPORTING PERSON* OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 486026107 13D Page 8 of 13 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CRL, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7 SOLE VOTING POWER 2,073,436
8 SHARED VOTING POWER -0-
9 SOLE DISPOSITIVE POWER 2,073,436
10 SHARED DISPOSITIVE POWER -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,073,436
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.7%
14 TYPE OF REPORTING PERSON* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 486026107 13D Page 9 of 13 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Wallace Foundation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7 SOLE VOTING POWER 32,910
8 SHARED VOTING POWER -0-
9 SOLE DISPOSITIVE POWER 32,910
10 SHARED DISPOSITIVE POWER -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,910
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14 TYPE OF REPORTING PERSON* OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 486026107 13D Page 10 of 13 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Subtrusts under The Wallace E. Carroll Trust U/A dated 12/20/79
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
NOT APPLICABLE
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7 SOLE VOTING POWER 6,760
8 SHARED VOTING POWER -0-
9 SOLE DISPOSITIVE POWER 6,760
10 SHARED DISPOSITIVE POWER -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,760
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14 TYPE OF REPORTING PERSON* OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
AMENDMENT NO. 25
TO SCHEDULE 13D
Item 1. Security and Issuer
This amended statement on Schedule 13D relates to the Common Stock, $1.00 par
value per share (the "Common Shares"), of Katy Industries, Inc., a Delaware
corporation (the "Company"). This amended statement is being filed in accordance
with Rule 101(a)(2)(i) of Regulation S-T promulgated by the Securities and
Exchange Commission in connection with the Commission's Electronic Data
Gathering, Analysis and Retrieval System.
Item 2. Identity and Background.
This amended statement on Schedule 13D is jointly filed by Wallace E. Carroll,
Jr., Amelia M. Carroll, The Wallace E. Carroll Trust U/A Dated 7/1/57 F/B/O
Wallace E. Carroll, Jr. and his descendants, The Wallace E. and Lelia H. Carroll
Trust U/A Dated 5/1/58 F/B/O Wallace E. Carroll, Jr. and his descendants, The
Wallace E. Carroll Trust U/A Dated 1/20/61 F/B/O Wallace E. Carroll, Jr. and his
descendants, The Lelia H. Carroll Trust U/A Dated 7/12/62 F/B/O Wallace E.
Carroll, Jr. and his descendants, CRL, Inc., a Delaware corporation, The Wallace
Foundation pursuant to a Joint 13D Filing Agreement dated as of February 29,
1996 previously filed as Exhibit VV to Amendment No. 19 to this Statement and
the Subtrusts under The Wallace E. Carroll Trust U/A dated 12/20/79
(collectively, the "Reporting Persons"). Each of the Reporting Persons has
previously filed a statement on Schedule 13D reporting beneficial ownership of
more than five percent (5%) of the class of securities described in Item 1.
Item 3. Source of Funds
Not applicable
Page 11 of 13 Pages
Item 4. Purpose of Transaction.
Item 4 is amended to add the following information in response to Items (a),
(b), (d), (e) and (g) of Schedule 13D. The Reporting Persons have no present
plans or proposals with respect to Items 4(c), (f), (h), (i) and (j) of Schedule
13D.
On March 29, 2001, (A) Katy Industries, Inc. (the "Company") entered into a
Preferred Stock Purchase and Recapitalization Agreement (the "Old Purchase
Agreement") with KKTY Holding Company, LLC ("Purchaser"), pursuant to which the
Purchaser intended to (1) make a cash tender offer (the "Tender Offer") to buy
up to 2.5 million Common Shares, and (2) buy from the Company 400,000 shares of
newly issued convertible preferred stock, and (B) the Reporting Persons entered
into a Stock Voting and Tender Agreement with the Purchaser (the "Old Common
Voting Agreement"), pursuant to which the Reporting Persons agreed to
collectively tender at least 1.5 million Common Shares to the Purchaser in
connection with the Tender Offer and vote, in aggregate, 2.5 million of their
Common Shares as set forth in such agreement. On June 1, 2001 the Company and
the Purchaser mutually agreed to terminate the Old Purchase Agreement, including
the Tender Offer, pursuant to the provisions thereof and enter into a new
Preferred Stock Purchase and Recapitalization Agreement dated as of June 2, 2001
(the "New Purchase Agreement"), pursuant to which the Purchaser is to acquire
700,000 shares of newly issued convertible preferred stock of the Company at
$100 per share, which are convertible into an aggregate of 11,666,666 Common
Shares. In connection with the New Purchase Agreement, the Purchaser and the
Reporting Persons entered into a Stock Voting Agreement dated as of June 2, 2001
(the "New Voting Agreement"), in which the parties agreed to terminate the Old
Voting Agreement pursuant to the provisions thereof.
The New Voting Agreement requires the Reporting Persons, from June 2, 2001 until
the earlier of the closing date under the New Purchase Agreement (the "Closing
Date")or the termination of the New Voting Agreement (the "Voting Period"), to
vote (or caused to be voted), in aggregate, 2,480,000 of such Reporting Persons'
Common Shares in favor of any actions required to authorize and effect the
transactions contemplated by the New Purchase Agreement, including, without
limitation, to vote (A) in favor of the election of all directors nominated by
the Company's board of directors, including each of the Purchaser's designees
(unless the matters referred to in (B) and (C) below shall not have been
approved by the Company's shareholders); (B) in favor of the approval and
adoption of an amendment to the Company's Certificate of Incorporation
authorizing (1) classification of the Company's board of directors into two
classes with staggered terms of office, (2) 1,200,000 shares of Convertible
Preferred Stock (as defined in the New Purchase Agreement) and (3) an increase
in the total number of authorized Common Shares to 35,000,000; (C) in favor of
the issuance and sale of the shares of Convertible Preferred Stock to the
Purchaser pursuant to the New Purchase Agreement and the issuance of Common
Shares upon the conversion of the shares of Convertible Preferred Stock; (D)
against any action, transaction or agreement that would result in a breach of
any covenant, representation or warranty or any obligation or agreement of the
Company under the New Purchase Agreement or of any Reporting Person under the
New Voting Agreement; and (E) except as otherwise agreed to in writing in
advance by the Purchaser, against the following actions (other than the
transactions contemplated by the New Purchase Agreement): (1) any extraordinary
corporate transaction, such as a reorganization, recapitalization, merger,
consolidation or other business combination involving the Company; (2) a sale,
lease or transfer of a significant part of the assets of the Company, or a
reorganization, recapitalization, dissolution or liquidation of the Company; (3)
any change in the persons who constitute the board of directors of the Company;
(4) any change in the present capitalization of the Company or any amendment of
the Company's Certificate of Incorporation or By-laws other than the
authorization and adoption of an amendment to the Company's Certificate of
Incorporation authorizing (I) classification of the Company's board of
director's into two classes with staggered terms of office, (II) 1,200,000
shares of Convertible Preferred Stock and (III) an increase in the total number
of Common Shares that the Company shall have authority to issue to 35,000,000;
(5) any other material change in the Company's corporate structure or business;
or (6)
Page 12 of 13 Pages
any other action involving the Company which is intended, or could reasonably be
expected, to impede, interfere with, delay, postpone, or materially adversely
affect the transactions contemplated by the New Purchase Agreement. From the
Closing Date and continuing until the earlier of the date the Purchaser
exercises its right to convert any of the Convertible Preferred Stock into
Common Shares or the termination of the New Voting Agreement, at any meeting of
the holders of any class or classes of the capital stock of the Company, however
called, at which an election for directors of the Company is held or in
connection with any solicitation of written consent of the holders of any class
or classes of capital stock of the Company with respect to an election of
directors of the Company, the Reporting Persons shall vote (or cause to be
voted) at least 2,480,000 Common Shares in favor of the election of all
directors nominated by the Company's Board of Directors then in office,
including, without limitation, each nominee for director designated by
Purchaser. During the Voting Period, each Reporting Person has appointed the
Purchaser its proxy and attorney-in-fact, with full power of substitution and
resubstitution, to vote, to act by written consent or to request that the
chairman or secretary of the Company call a special meeting of stockholders with
respect to a proportion of such Reporting Person's Common Shares (totaling, in
the aggregate, 2,480,000 of the Reporting Persons' Common Shares).
Item 5. Interest in Securities of the Issuer.
Information concerning sole and shared beneficial ownership of the Common Shares
of the Reporting Persons is set forth on the cover pages of this statement,
which are incorporated herein by reference in their entirety.
Item 6. Contracts, Arrangements, Understandings or Relationships with respect to
Securities of the Issuer.
The description of the New Voting Agreement set forth in Item 4 above is
incorporated herein by reference in its entirety, and subject in its entirety to
the complete provisions of such agreement attached hereto under Item 7 as
Exhibit 99.1.
Item 7. Material to be filed as Exhibits.
In accordance with subparagraph 3 of Item 7, the Voting Agreement is attached
hereto as Exhibit 99.1.
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we certify
that the information set forth in this statement is true, complete and correct.
Date: June 18, 2001
The Wallace E. Carroll Trust U/A The Wallace E. and Lelia H. Carroll Trust
Dated 7/1/57 F/B/O Wallace E. U/A Dated 5/1/58 F/B/O Wallace E.
Carroll, Jr. and his descendants Carroll, Jr. and his descendants
By: /s/ Wallace E. Carroll, Jr. By: /s/ Wallace E. Carroll, Jr.
-------------------------------- --------------------------------
Wallace E. Carroll, Jr., Trustee Wallace E. Carroll, Jr., Trustee
By: /s/ Amelia M. Carroll By: /s/ Amelia M. Carroll
-------------------------------- --------------------------------
Amelia M. Carroll, Trustee Amelia M. Carroll, Trustee
The Wallace E. Carroll Trust U/A The Lelia H. Carroll Trust U/A
Dated 1/20/61 F/B/O Wallace E. Dated 7/12/62 F/B/O Wallace E.
Carroll, Jr. and his descendants Carroll, Jr.
By: /s/ Wallace E. Carroll, Jr. By: /s/ Wallace E. Carroll, Jr.
-------------------------------- --------------------------------
Wallace E. Carroll, Jr., Trustee Wallace E. Carroll, Jr., Trustee
By: /s/ Amelia M. Carroll By: /s/ Amelia M. Carroll
-------------------------------- --------------------------------
Amelia M. Carroll, Trustee Amelia M. Carroll, Trustee
Subtrusts under The Wallace E. CRL, Inc.
Carroll Trust U/A Dated 12/20/79
F/B/O the descendants of
Wallace E. Carroll, Jr. By: /s/ Jonathan P. Johnson
--------------------------------
Jonathan P. Johnson, President
By: /s/ Wallace E. Carroll, Jr.
--------------------------------
Wallace E. Carroll, Jr., Trustee
By: /s/ Amelia M. Carroll
--------------------------------
Amelia M. Carroll, Trustee
/s/ Amelia M. Carroll
------------------------------------
Amelia M. Carroll
/s/ Wallace E. Carroll, Jr.
------------------------------------
Wallace E. Carroll, Jr.
The Wallace Foundation
By: /s/ Wallace E. Carroll, Jr.
--------------------------------
Wallace E. Carroll, Jr., Trustee
By: /s/ Amelia M. Carroll
--------------------------------
Amelia M. Carroll, Trustee