Fill and Sign the Grossmans Inc 1994 Definitive Proxy Statement Def 14a Secreport Form

Standstill AgreementIn May-October 1990, Jay H. Shidler and Robert W. Holman, Jr. (the "Shidler/ Holman Group") unsuccessfully solicited written consents of stockholders of the Company seeking to remove the Directors then in office and to elect their designees. On February 22, 1991, Mr. shidler delivered notice to the Company under the Company's By-Laws of his intention to nominate himself and Mr. Holman for election as Directors at the 1991 Annual Meeting of Stockholders. In order to avoid the diversion of management time and resources and the expense of a proxy contest, on March 13, 1991, the Company entered into a Standstill Agreement (the "Standstill Agreement") with Messrs. Shidler and Holman and Mr. Stephen B. Oresman, pursuant to which the Board of Directors agreed to elect as directors a representative of the Shidler/Holman Group and a second person not financially affiliated with the Shidler/Holman Group. On March 13, 1991, the Board of Directors increased its size by two members and elected Messrs. Shidler and Oresman as directors. The Standstill Agreement provides that, so long as Mr. Shidler and Mr. Holman together beneficially own at least 2.5% of the outstanding Common Stock, the Board of Directors will nominate Mr. Shidler (or another person designated by Mr. Shidler and Mr. Holman and acceptable to the Nominating Committee of the Board) and Mr. Oresman (or another independent person mutually acceptable to Mr. Shidler and Mr. Holman and the Nominating Committee of the Board) for election as directors at the Annual Meetings of Stockholders of the Company in 1991 through 1995. The Agreement requires that Mr. Oresman remain financially independent of Messrs. Shidler and Holman during the term of the Agreement, which continues until the day following the Company's 1996 Annual Meeting. In the Standstill Agreement, Messrs. Shidler, Holman and Oresman have agreed that they and their affiliates and associates will not (a) acquire additional shares of Common Stock which would increase their aggregate holdings above 9.9% of the outstanding Common Stock; (b) solicit or participate in any solicitation of proxies or consents of stockholders of the Company; (c) initiate or encourage any stockholder proposals; (d) enlarge the Shidler/Holman Group to include any other persons or participate in or encourage the formation of any other group of stockholders; (e) enter into any voting trust or similar arrangement with respect to shares of Common Stock beneficially owned by them; (f) publicly announce or make any proposal or offer for the acquisition of any securities or material assets of the Company; or (g) by communication with stockholders or otherwise, seek to influence or control the Company or its management, business, policies or affairs except at Board meetings in the capacity of directors of the Company. Messrs. Shidler, Holman and Oresman have also agreed to vote and give consents with respect to all shares of Common Stock owned by them and their affiliates and associates in accordance with, and only in accordance with, the recommendations of the Board of Directors, and have agreed not to sell or otherwise dispose of Common Stock beneficially owned by them except in market transactions in compliance with the volume limitations and other requirements of Rule 144 under the Securities Act of 1933, to any person or group who, together with its affiliates and associates, would own less than 1% of the outstanding Common Stock, or in certain other specified transactions. Each party paid its own expenses incurred in connection with the Standstill Agreement and the consent solicitation. Grossman's Inc- 3/17/92