-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OLEXsVLyfkyo2aTYXO04MMxXbGyc2I6U1gO6ZqTM3XHf3dt2Hz6/1FAWErrJ4X4Z eCCnAmbqnIUFf99m0n+bxA== 0000899243-01-000516.txt : 20010308 0000899243-01-000516.hdr.sgml : 20010308 ACCESSION NUMBER: 0000899243-01-000516 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010307 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OSHMANS SPORTING GOODS INC CENTRAL INDEX KEY: 0000075043 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940] IRS NUMBER: 741031691 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-11606 FILM NUMBER: 1562704 BUSINESS ADDRESS: STREET 1: 2302 MAXWELL LN CITY: HOUSTON STATE: TX ZIP: 77023-4899 BUSINESS PHONE: 7139283171 MAIL ADDRESS: STREET 1: 2302 MAXWELL LANE STREET 2: 2302 MAXWELL LANE CITY: HOUSTON STATE: TX ZIP: 77023-4899 FORMER COMPANY: FORMER CONFORMED NAME: OSHMANS INC DATE OF NAME CHANGE: 19710603 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STANTON EDWARD C III CENTRAL INDEX KEY: 0001136279 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1111 HERMANN DRIVE #7-D CITY: HOUSTON STATE: TX ZIP: 77004 BUSINESS PHONE: 7135284992 MAIL ADDRESS: STREET 1: 1111 HERMANN DRIVE #7-D CITY: HOUSTON STATE: TX ZIP: 77004 SC 13D/A 1 0001.txt AMENDMENT #1 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* OSHMAN'S SPORTING GOODS, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK - -------------------------------------------------------------------------------- (Title of Class of Securities) 688260 10 8 - -------------------------------------------------------------------------------- (CUSIP Number) Edward C. Stanton III, Trustee 1111 Hermann Drive, #7-D Houston, Texas 77004 (713) 528-4992 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 22, 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 exhibit. See Rule 13d-7(b) for other parties to whom are to be sent. *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 ("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). 1 SCHEDULE 13D CUSIP No. 688260 10 8 - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Edward C. Stanton III, as Trustee of the Indenture of Trust dated October 1, 1943 for the benefit of Marilyn Joy Oshman (I.R.S. Identification No. not applicable) - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 Not Applicable - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 United States of America - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 422,300 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 0 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 422,300 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 0 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 422,300 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 7.2% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 IN - ------------------------------------------------------------------------------ 2 STATEMENT PURSUANT TO RULE 13d-1 OF THE GENERAL RULES AND REGULATIONS UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Item 1. Security and Issuer. This Statement relates to shares of common stock, $1.00 par value (the "Common Stock") of Oshman's Sporting Goods, Inc. (the "Company"), whose principal executive offices are at 2302 Maxwell Lane, Houston, Texas 77023. Item 2. Identity and Background. (a) Name: Edward C. Stanton III, as Trustee of the Indenture of Trust dated October 1, 1943 for the benefit of Marilyn Joy Oshman (the "Trust"). (b) Business Address: 1111 Hermann Drive, # 7D, Houston, Texas 77004. (c) Principal Occupation: Private investments conducted at 1111 Hermann Drive, # 7D, Houston, Texas 77004. (d) The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is not subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. (f) Citizenship: United States of America Item 3. Source and Amount of Funds or Other Consideration. All of the shares of Common Stock were acquired by the Reporting Person as trustee of the Trust owning such shares. Item 4. Purpose of Transaction. The Reporting Person acquired beneficial ownership (as defined in Rule 13d-3) of the shares of Common Stock by appointment, effective February 7, 1990, as Trustee of the Trust owning such shares. On February 22, 2001, the Company announced that it had entered into an Agreement and Plan of Merger (the "Merger Agreement"), dated as of February 21, 2001, with Gart Sports 3 Company ("Gart") and GSC Acquisition Corp., a wholly-owned subsidiary of Gart ("Acquisition"), pursuant to which the Company will merge into Acquisition, with the result that the surviving corporation will be a wholly-owned subsidiary of Gart (the "Merger"). Pursuant to the Merger Agreement and subject to certain adjustments set forth therein, the Company's shareholders will receive $7.00 cash and 0.55 shares of Gart common stock for each share of Company Common Stock. The transaction is subject to customary conditions including the approval of the merger by the Company's shareholders, the approval of the issuance of Gart common stock to the Company's shareholders by the shareholders of Gart, termination of the waiting period under the Hart-Scott-Rodino Act and the effectiveness of a registration statement for the shares of Gart to be issued in the transaction. Because approval by the Company's stockholders is required by applicable law in order to consummate the Merger, the Company will submit the Merger to its stockholders for approval. In anticipation of this requirement, concurrently with and as a further condition to the execution and delivery of the Merger Agreement, Gart, Acquisition and the Reporting Person entered into a Voting Agreement dated as of February 21, 2001 (the "Voting Agreement"). Pursuant to the Voting Agreement, the Reporting Person has agreed to vote 7.2% of the Common Stock issued and outstanding as of February 1, 2001 (the "Shares") in favor of the Merger. If the Merger Agreement is terminated in accordance with its terms, the covenants and agreements in the Voting Agreement with respect to the Shares will also terminate at such time. Subject to the foregoing, the Reporting Person has agreed pursuant to the Voting Agreement to vote, and has appointed Gart as its irrevocable proxy to vote, the Shares in favor of the Merger and of certain related agreements and actions and against certain other enumerated actions or agreements. Subject to the terms and conditions of the Voting Agreement, the Reporting Person has also agreed to refrain from soliciting certain inquiries or proposals regarding the Company, to restrictions on transfer of the Shares, to waive any rights of appraisal available in the Merger with respect to the Shares and to take or refrain from taking certain other actions. The Reporting Person understands that other Company stockholders have also entered into voting agreements substantially similar to the Voting Agreement, resulting in the Company publicly disclosing that approximately 45 percent of the shares have been agreed to be voted in favor of the Merger. The Reporting Person disclaims that he is a member of any group for purposes of Rule 13d-1. As an inducement to enter into the Voting Agreement, Gart has agreed in an Indemnification Agreement dated as of February 21, 2001 (the "Indemnification Agreement") to indemnify the Reporting Person for any and all claims relating to the subject matter of the Indemnification Agreement, the Voting Agreement or the Merger Agreement. The right of the Reporting Person to be indemnified exists whether or not such claims are based in whole or in part on the Reporting Person's negligent acts or omissions. Except as set forth in this Item 4, at the present time the Reporting Person does not have any plan or proposal that would relate to any transaction, change or event specified in clauses (a) through (j) of Item 4 of the Schedule 13D form. Item 5. Interest in Securities of the Issuer. (a) As of February 21, 2001, the Reporting Person holds as trustee 422,300 shares of Common Stock, constituting approximately 7.2% of the 5,825,309 shares of Common Stock stated to be outstanding as of February 1, 2001 in the Merger Agreement. 4 (b) The Reporting Person has the sole power to vote or to direct the vote and sole power to dispose or direct the disposition of the 422,300 Shares held by him as trustee. (c) The only transactions relating to the Shares effected during the last sixty days by the Reporting Person are the Voting Agreement and Indemnification Agreement described in Item 4. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements or Understandings with Respect to Securities of the Issuer. Other than the Trust described in Item 2 and the Voting Agreement and Indemnification Agreement described in Item 4, the Reporting Party is not a party to any contract, arrangement or understanding with respect to securities of the Company. Item 7. Material to be Filed as Exhibits. Exhibit A. Agreement and Plan of Merger, dated as of February 21, 2001, among Oshman's Sporting Goods, Inc., Gart Sports Company and GSC Acquisition Corp. (incorporated herein by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K, dated February 21, 2001). Exhibit B. Voting Agreement, dated as of February 21, 2001, among Gart Sports Company, GSC Acquisition Corp. and Edward C. Stanton III as Trustee of the Indenture of Trust for the benefit of Marilyn Joy Oshman Lubetkin (incorporated herein by reference to Exhibit 99.3 of the Company's Current Report on Form 8-K, dated February 21, 2001). Exhibit C. Indemnification Agreement, dated as of February 21, 1001, by and between Gart Sports Company and Edward C. Stanton III as Trustee of the Indenture of Trust for the benefit of Marilyn Joy Oshman Lubetkin. 5 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D is true, complete and correct. Dated: March 2, 2001 "Reporting Person" /s/ Edward C. Stanton III ------------------------------------------------- Edward C. Stanton III as Trustee of the Indenture of Trust dated October 1, 1943 for the benefit of Marilyn Joy Oshman 6 EX-99.C 2 0002.txt INDEMNIFICATION AGREEMENT EXHIBIT C INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT ("AGREEMENT") is entered into as of February 21, 2001, by and between Gart Sports Company, a Delaware corporation ("GART"), and the individual reflected on the signature page hereto ("INDEMNIFIED PARTY"). WHEREAS, Gart and its wholly owned subsidiary GSC Acquisition Corp., a Delaware corporation ("MERGERSUB"), are entering into an Agreement and Plan of Merger dated as of the date hereof (as it may be amended from time to time, the "MERGER AGREEMENT") which provides, among other things, for the merger of Oshman Sporting Goods, Inc., a Delaware corporation (the "COMPANY"), with and into MergerSub, with Merger Sub as the surviving corporation (the "MERGER") in exchange for cash and Gart common stock; WHEREAS, in connection with the Merger Agreement, Gart and MergerSub have required that Indemnified Party enter into an agreement with respect to Indemnified Party's shares of common stock to vote to approve the Merger and the Merger Agreement pursuant to that certain Voting Agreement dated as of the date hereof (the "VOTING AGREEMENT"); WHEREAS, Indemnified Party has concluded that the Merger is in Indemnified Party's best interests as a shareholder of the Company but recognizes that litigation is common in the merger of public companies and, for this reason, is not willing to execute the Voting Agreement without full indemnification; WHEREAS, Gart and its board of directors (the "BOARD") have concluded that Gart will receive a direct and indirect benefit from executing this Agreement because the Indemnified Party will execute the Voting Agreement and vote to approve the Merger; WHEREAS, Gart has agreed to execute this Agreement to induce Indemnified Party to execute the Voting Agreement; and WHEREAS, Gart has agreed to indemnify Indemnified Party on the terms set out herein; NOW, THEREFORE, for and in consideration of the foregoing premises and the mutual agreements made herein, the parties agree as follows: 1. Indemnification. GART SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS INDEMNIFIED PARTY AND INDEMNIFIED PARTY'S HEIRS, LEGAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS (HEREINAFTER THE TERM "INDEMNIFIED PARTY" AND "INDEMNIFIED PARTIES" SHALL INCLUDE INDEMNIFIED PARTY'S HEIRS, LEGAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS) FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS, PROCEEDINGS, CAUSES OF ACTION, OR DEMANDS BROUGHT BY ANY PERSON, ENTITY, OR AGENCY (THE "CLAIMS") GIVING RISE TO ANY ASSESSMENTS, LOSSES, DAMAGES, LIABILITIES, JUDGMENTS, SETTLEMENTS, PENALTIES, COSTS, AND EXPENSES OF ANY NATURE WHATSOEVER, INCLUDING ATTORNEYS' FEES AND EXPENSES AT THE TIME THEY ARE INCURRED 1 (THE "DAMAGES"), THAT ARE INCURRED BY INDEMNIFIED PARTY BY REASON OF OR RESULTING FROM THIS AGREEMENT, THE VOTING AGREEMENT, OR ANY ACTS OR OMISSIONS BY INDEMNIFIED PARTY RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT, THE VOTING AGREEMENT, OR THE MERGER AGREEMENT. THE PARTIES HERETO AGREE THAT ANY RIGHT TO INDEMNIFICATION OF INDEMNIFIED PARTY AS DESCRIBED IN THIS SECTION SHALL INCLUDE A RIGHT TO INDEMNIFICATION WHETHER OR NOT THE CLAIMS ARE BASED IN WHOLE OR IN PART ON INDEMNIFIED PARTY'S NEGLIGENT ACTS OR OMISSIONS. 2. Procedure for Indemnification. Promptly after receipt by Indemnified Party of notice of the commencement of any Claim, such Indemnified Party shall give written notice to Gart of the existence of the Claim, but the failure so to notify Gart shall not relieve Gart of any liability that it may have to Indemnified Party hereunder, except to the extent of any actual, material prejudice caused by such failure. Upon receiving notice of the existence of any Claim, Gart shall be entitled to participate in defense of such Claim at its sole expense and, to the extent that it may wish, to assume the defense thereof at its sole expense with counsel reasonably satisfactory to Indemnified Party. If Gart elects not to assume or fails to assume the defense of the Claim, Indemnified Party shall be entitled to assume the defense of the Claim with counsel of its own choice at the sole expense of Gart. If the Claim is asserted against both Gart and Indemnified Party and if there is a conflict of interests which renders it inappropriate for the same counsel to represent both Gart and Indemnified Party, Gart shall be responsible for paying for separate counsel for Indemnified Party. If there is a conflict of interests among more than one Indemnified Party which renders it inappropriate for the same counsel to represent all of the Indemnified Parties, Gart shall be responsible for paying for separate counsel for each of the Indemnified Parties. 3. Settlement of Claim. If Gart elects to assume the defense of a Claim, (a) no compromise or settlement thereof may be effected by Gart without the written consent (which shall not be unreasonably withheld) of Indemnified Party unless the sole relief provided is monetary damages that are paid in full by Gart, and (b) Gart shall have no liability with respect to any compromise or settlement thereof effected by Indemnified Party without Gart's written consent (which shall not be unreasonably withheld). If Gart does not elect to assume the defense of a Claim, (a) no compromise or settlement thereof may be effected by Indemnified Party without Gart's written consent (which shall not be unreasonably withheld), and (b) Indemnified Party shall not be bound by any compromise or settlement thereof effected by Gart if such Indemnified Party is advised by counsel that the settlement is not in best interest of Indemnified Party. 4. Indemnification For Expenses of a Witness. To the extent Indemnified Party is a witness in any Claim to which Indemnified Party is not party that involves this Agreement, the Voting Agreement, the Merger Agreement or any other subject matter relating to any of the aforementioned agreements or the Merger, Indemnified Party shall be indemnified against all expenses actually and reasonably incurred by Indemnified Party or on such Indemnified Party's behalf in connection therewith. 5. Payment of Expenses. Indemnified Party shall submit periodic notices to Gart in reasonable detail of such Indemnified Party's costs and expenses, including attorneys' fees and 2 expenses, relating to any Claim, and Gart shall reimburse such Indemnified Party within 10 business days of date of such notice. 6. Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnified Party for any reason whatsoever, Gart, in lieu of indemnifying Indemnified Party, shall contribute to such Indemnified Party an amount equal to Gart's Proportion, as defined below, of the total Damages incurred by such Indemnified Party in connection with any Claim relating to an indemnifiable event under this Agreement. The term "GART'S PROPORTION" shall mean the quotient equal to (i) the total value of the consideration given in the Merger by Gart to the shareholders of the Company, including cash and securities, minus the value received by Indemnified Party divided by (ii) the total value of the consideration given in the Merger by Gart to the shareholders of the Company, including cash and securities. The parties agree that this calculation of the contribution required under this section, if indemnification is not available, is fair and reasonable based on the relative benefit received by Indemnified Party in the Merger. 7. Representations and Warranties of Gart. Gart hereby represents and warrants to Indemnified Party as follows: (a) Gart has full corporate power and corporate authority to execute, deliver, and perform this Agreement and to fulfill the obligations stated herein. The execution, delivery, and performance by Gart of this Agreement have been duly authorized by Gart's Board. This Agreement has been duly executed and delivered by Gart and constitutes a valid and legally binding obligation of Gart, enforceable against Gart in accordance with its terms, except that such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and (ii) equitable principles which may limit the availability of certain equitable remedies (such as specific performance) in certain instances. (b) The execution, delivery, and performance by Gart of this Agreement does not (i) conflict with or result in a violation of any provision of the certificate of incorporation or bylaws of Gart, (ii) violate any applicable state or federal law binding upon Gart, or (iii) violate any agreement or obligation of Gart which could result in the invalidation of this Agreement as an ultra vires act of Gart. 8. Legal Opinion. Prior to the execution hereof, Gart has caused its legal counsel to deliver to Indemnified Party a legal opinion in a form satisfactory to the legal counsel for such Indemnified Party which opines as to the validity and enforceability of this Agreement. 9. Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law, (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto, and (c) to the fullest extent possible, the provisions 3 of this Agreement (including, without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested therein. 10. Successors and Assigns. This Agreement shall be binding upon each party hereto and its respective successors and permitted assigns and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. The foregoing sentence notwithstanding, Gart shall not assign this Agreement without the written consent of Indemnified Party. 11. Choice of Law. This Agreement and the rights, obligations and liabilities of the parties hereto shall be governed by and construed, determined and enforced in accordance with the internal laws (as opposed to the conflicts of law provisions) of the State of California. 12. Notice. Any notice or communication required or permitted hereunder shall be given in writing, sent by (a) personal delivery, or (b) expedited delivery service with proof of delivery, or (c) United States mail, postage prepaid, registered or certified mail, or (d) prepaid telegram, telex or telecopy, addressed as follows: To Gart: Gart Sports Company 1000 Broadway Denver, Colorado 80203 Attention: Nesa Hassanein Facsimile: (303) 864-2188 With a copy to: Irell & Manella LLP 1800 Avenue of the Stars, Suite 900 Los Angeles, California 90067 Attention: Anthony T. Iler Facsimile: (310) 203-7199 To Indemnified Party: At the address reflected on the signature page hereto With a copy to: Mayor, Day, Caldwell & Keeton, L.L.P. 700 Louisiana, Suite 1900 Houston, Texas 77002 Attention: John Clutterbuck Facsimile: (713) 225-7047 or to such other address or to the attention of such other person as hereafter shall be designated in writing by the applicable party sent in accordance herewith. Any such notice or communication shall be deemed to have been given either at the time of personal delivery or, in the case of delivery service or mail, as of the date of first attempted delivery at the address and in the manner provided herein, or in the case of telegram, telex or telecopy, upon receipt. 13. Amendments. This Agreement may be amended only by a writing executed by each of the parties to this Agreement. 4 14. Counterparts. This Agreement, and any modifications or amendments hereto may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original for all purposes, but all such counterparts shall constitute one and the same instrument. 15. Construction. Whenever required by the context, the singular will include the plural and vice versa and the masculine will include the feminine and neuter and vice versa. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. GART: INDEMNIFIED PARTY: GART SPORTS COMPANY /s/ Edward C. Stanton III, Trustee ----------------------------------- By: /s/ John Douglas Morton -------------------------------- Name: John Douglas Morton Address for notice: Title: Chairman, President and CEO 1111 Hermann Dr. 7D Houston, TX 77004 5 -----END PRIVACY-ENHANCED MESSAGE-----