EX-1 3 g76607exv1.txt CONVERSION NOTICE EXHIBIT 1 EXECUTION COPY AGREEMENT AND NOTICE THIS AGREEMENT AND NOTICE (this "AGREEMENT AND NOTICE") is entered into as of this 17th day of May, 2002 by the holders (the "HOLDERS") of Class B Common Stock, par value $0.01 per share (the "CLASS B COMMON STOCK") of Rock-Tenn Company (the "COMPANY"), who are signatories below. WHEREAS, pursuant to Article II(b)(5) of the Company's Restated and Amended Articles of Incorporation, as amended (the "ARTICLES OF INCORPORATION"), holders of the Class B Common Stock have the right to convert each share of Class B Common Stock owned by them into one share of Class A Common Stock of the Company, par value $0.01 per share (the "CLASS A COMMON STOCK"). NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions set forth below, the parties hereto agree as follows: 1. Notice. The Holders, by the delivery of this Agreement and Notice to the Corporate Secretary of the Company, hereby give notice of the Holders' election to exercise the Holders' right, pursuant to Article II(b)(5) of the Company's Articles of Incorporation, to convert, subject to the terms of this Agreement and Notice, each share of Class B Common Stock owned by the Holders as identified on Exhibit A hereto into one share of Class A Common Stock of the Company (the "CONVERSION"). 2. Conversion Date. The certificates representing the Class B Common Stock shall be surrendered and the Conversion shall occur on June 30, 2002 (the "CONVERSION DATE"). Subject to the paragraph 3 below, on the Conversion Date, the Company shall deliver new certificates representing shares of Class A Common Stock to the Holders in the amounts set forth next to the names listed on Exhibit A. 3. Conditions. Notwithstanding anything in this Agreement and Notice to the contrary, the Conversion is conditioned upon (i) the waiver by each member of the Company's Management Committee and the Company of (a) any and all notice requirements relating to the Conversion pursuant to Article II(b) of the Articles of Incorporation and (b) the First Offer Rights (as defined in Article II(b)(4) of the Articles of Incorporation) with respect to the Class B Common Stock subject to the Conversion and (ii) the actual conversion pursuant to this Agreement and Notice and the Company's Articles of Incorporation of a number of outstanding shares of Class B Common Stock such that after such conversion the number of outstanding shares of Class B Common Stock will represent less than 15% of the total shares of Class A Common Stock and Class B Common Stock outstanding as of that date. 4. Representations. The execution, delivery and performance of this Agreement and Notice by each Holder and the consummation by each Holder of the transactions contemplated hereby are within such Holder's power and authority (and if such Holder is a corporation, partnership, limited partnership, limited liability partnership, limited liability company, or other corporate or legal entity, are within such Holder's corporate or entity power and authority and have been duly authorized by all necessary corporate or entity action on the part of such Holder). This Agreement and Notice has been duly executed and delivered by each Holder and constitutes a valid and binding agreement of each Holder, enforceable in accordance with its terms. 5. Covenants. The Holders hereby agree that, upon the satisfaction of the conditions contained in paragraph 3, (i) the notice and election of the Conversion shall be irrevocable and the Holders shall not be permitted to withdraw any of their shares of Class B Common Stock from the Conversion and (ii) the Holders shall not sell, assign, pledge, convey or otherwise transfer any of their shares of Class B Common Stock identified on Exhibit A hereto prior to the Conversion. 6. Miscellaneous. This Agreement and Notice shall be governed by and construed in accordance with the laws of the State of Georgia. This Agreement and Notice may be executed in one or more counterparts, each of which shall constitute an original and all of which shall constitute one and the same instrument. This Agreement and Notice may be modified or amended only by a separate writing executed by all of the parties hereto. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.] 2 IN WITNESS WHEREOF, the parties hereto have executed this Agreement and Notice as of the date first above written. ------------------------------------- Stephen Anderson ------------------------------------- Cynthia Anderson ORMOND RIVERSIDE L.P. ------------------------------------- By: J. Hyatt Brown BROWN & BROWN, INC. ------------------------------------- By: J. Hyatt Brown ------------------------------------- Bradley Currey Jr. CURREY FAMILY INVESTMENTS, L.P. ------------------------------------- By: Bradley Currey Jr. S-1 ------------------------------------- Sally Currey ------------------------------------- Russell Currey ------------------------------------- David Dreibelbis ------------------------------------- Lou Brown Jewell ------------------------------------- James Rubright STEED FAMILY INVESTMENTS ------------------------------------- By: Richard Steed ------------------------------------- Richard Steed, individually and as joint tenant with Melinda Steed ------------------------------------- Melinda Steed, individually and as joint tenant with Richard Steed S-2 This Agreement and Notice is acknowledged and accepted as of the date first above written. ROCK-TENN COMPANY By: -------------------------------------- Name: Robert B. McIntosh Title: Corporate Secretary S-3 EXHIBIT A SHARES OF CLASS B COMMON STOCK SUBJECT TO CONVERSION
CLASS B SHAREHOLDER SHARES ------------------------------------------------------------- James Rubright 70,000 Stephen Anderson 143,998 Cynthia Anderson 163,152 Lou Brown Jewell 166,510 Bradley Currey Jr 1,021,493 Sally Currey 242,712 Currey Family Investments, L.P. 743,992 Ormond Riverside L.P. 1,046,100 Brown & Brown, Inc. 362,485 Richard Steed & Melinda Steed (held jointly) 179,101 Richard Steed 177,078 Melinda Steed 112,770 Steed Family Investments 100,000 David Dreibelbis 177,526 Russell Currey 120,498 ========= TOTAL CLASS B SHARES SUBJECT TO CONVERSION 4,757,415