Schedule 13D

-----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, FzpBq/Yo6acG59wV8DTP/fcIqS4iwAJETByK9jjwntlk9QTX0K94XLii9uvMEgP+ YF3AdF/IPtqNiqk70J8kGw== 0000950123-09-026440.txt : 20090728 0000950123-09-026440.hdr.sgml : 20090728 20090728173107 ACCESSION NUMBER: 0000950123-09-026440 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20090728 DATE AS OF CHANGE: 20090728 GROUP MEMBERS: JUANITA A. BORICK FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BORICK JUANITA CENTRAL INDEX KEY: 0001243218 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 2707 KIPLING CITY: HOUSTON STATE: TX ZIP: 77098 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SUPERIOR INDUSTRIES INTERNATIONAL INC CENTRAL INDEX KEY: 0000095552 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 952594729 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-31345 FILM NUMBER: 09968114 BUSINESS ADDRESS: STREET 1: 7800 WOODLEY AVE CITY: VAN NUYS STATE: CA ZIP: 91406 BUSINESS PHONE: 818-781-4973 MAIL ADDRESS: STREET 1: 7800 WOODLEY AVENUE CITY: VAN NUYS STATE: CA ZIP: 91406 SC 13D 1 c88336sc13d.htm SCHEDULE 13D Schedule 13D

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

[Rule 13d-101]

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO §240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§240.13d-2(a)

(Amendment No. )*

Superior Industries International, Inc.

(Name of Issuer)

Common Stock, no par value per share

(Title of Class of Securities)

868168105

(CUSIP Number)

Juanita A. Borick
2707 Kipling Street
Houston, Texas 77098
(713) 520-7600

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

January 1, 1985

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies 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).


CUSIP No.		868168105

NAMES OF REPORTING PERSONS

Juanita A. Borick

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS

AF and PF

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

SOLE VOTING POWER

NUMBER OF

300,000¹

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

300,000¹

WITH

SHARED DISPOSITIVE POWER

544,966²

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

844,966^{1, 2}

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

22.1%³

TYPE OF REPORTING PERSON


¹		Based on information as of April 3, 1985 contained in the Issuer’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (“SEC”) on May 2, 1985. See Explanatory Note.

²		544,966 shares of the Reporting Person were held under a Voting Trust Agreement, established by Mr. Louis L. Borick and the Reporting Person, for which Mr. Borick acted as sole voting trustee. The voting trustee solely retained all rights and powers of an absolute owner of the shares, except the right to sell or hypothecate the shares, retain any dividends of cash or property other than stock dividends and the right to retain any distributions upon the liquidation or dissolution of the Issuer. See Explanatory Note.

²		Based on information as of April 3, 1985 contained in the Issuer’s Definitive Proxy Statement on Schedule 14A filed with the SEC on May 2, 1985, showing that on April 3, 1985, the Issuer had 3,831,539 shares of common stock issued and outstanding. See Explanatory Note.


CUSIP No.		868168105

EXPLANATORY NOTE

This Schedule 13D is being filed by the Reporting Person to report events as of January 1, 1985 (except where other dates are expressly stated herein) and speaks only as of January 1, 1985 or such other dates expressly referenced. Although substantially all of the share ownership amounts disclosed in this Schedule 13D were previously disclosed in the Definitive Proxy Statements on Schedule 14A filed by Superior Industries International, Inc. (the “Issuer”) with the Securities and Exchange Commission (“SEC”) since January 1, 1985, to the Reporting Person’s knowledge, this is the first Schedule 13D filed to report her holdings in the Issuer’s common stock. Because this Schedule 13D speaks only as of January 1, 1985 (or such other dates expressly referenced herein), it does not purport to update information on the holdings of the Reporting Person subsequent to January 1, 1985, whether in any other filings made by the Reporting Person or otherwise.

The Reporting Person intends to promptly file an amendment to this Schedule 13D disclosing that as of June 4, 2009 and continuing through the date of this Schedule 13D, the Reporting Person ceased to be the beneficial owner of more than five percent of the Issuer’s common stock. See Item 5, footnote 2.

Item 1. Security and Issuer

This Schedule 13D relates to the common stock, no par value per share (the “Common Stock”), of Superior Industries International, Inc. (the “Issuer”), a corporation organized under the laws of the state of California. The Issuer’s principal executive offices are located at 7800 Woodley Avenue, Van Nuys, California 91406.

This Schedule 13D relates to events as of January 1, 1985. At such time, the Issuer was incorporated under Delaware law and the Common Stock had a par value of $0.50 per share. The Issuer was reincorporated in California in 1994 with the Common Stock having no par value.

Item 2. Identity and Background

(a) The name of the Reporting Person is Juanita A. Borick.

(b) The Reporting Person’s address is 2707 Kipling Street, Houston, Texas 77098.

(d) During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and was not and 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.

Item 3. Source and Amount of Funds or Other Consideration

The shares held by the Reporting Person were acquired as a result of the division of marital assets in divorce proceedings with the Reporting Person’s former husband, Mr. Louis L. Borick. As of January 1, 1985, Mr. Borick was the Issuer’s president and the chairman of its board of directors. As of the date of filing this Schedule 13D, Mr. Borick is a director of the Issuer. The Reporting Person’s holdings have been disclosed in the Issuer’s Definitive Proxy Statements on Schedule 14A filed with the SEC subsequent to January 1, 1985.

Item 4. Purpose of Transaction

The acquisition of the shares by the Reporting Person was for investment purposes. Effective as of January 1, 1985, the Reporting Person entered into a Voting Trust Agreement with respect to certain shares beneficially owned by the Reporting Person. The Voting Trust Agreement was established by Mr. Borick and the Reporting Person, for which Mr. Borick acted as the sole voting trustee. As of January 1, 1985, Mr. Borick was the Issuer’s president and the chairman of its board of directors. As of the date of filing this Schedule 13D, Mr. Borick is a director of the Issuer. The voting trustee retained all rights and powers of an absolute owner of the shares, except the right to sell or hypothecate the shares, retain any dividends of cash or property other than stock dividends and the right to retain any distributions upon the liquidation or dissolution of the Issuer.


CUSIP No.		868168105

The foregoing description of the Voting Trust Agreement is qualified in its entirety by reference to such agreement, a copy of which is filed as an exhibit hereto, and incorporated herein by reference. Subsequent to January 1, 1985, the Voting Trust Agreement was amended. Copies of such amendments are also provided as exhibits hereto and incorporated by reference. On or about December 31, 1997, the Voting Trust Agreement expired and the Reporting Person gained sole voting and sole dispositive power over the shares beneficially owned by her previously held subject to the Voting Trust Agreement.

As of January 1, 1985, the Reporting Person had no plans nor proposals which relate to or would result in:

(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer.

(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e) Any material change in the present capitalization or dividend policy of the Issuer;

(f) Any other material change in the Issuer’s business or corporate structure including but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940;

(g) Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

(h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4)of the Act; or

(j) Any action similar to any of those enumerated above.

Item 5. Interest in Securities of the Issuer

(a) — (b) The following table sets forth information with respect to the shares beneficially owned by the Reporting Person.


Name	Number of Shares		Percent of Outstanding
Juanita A. Borick		844,966		22.1%^{1, 2}


¹		Computed based on information as of April 3, 1985 contained in the Issuer’s Definitive Proxy Statement on Schedule 14A filed with the SEC on May 2, 1985.

²		This Schedule 13D relates to events as of January 1, 1985 and the information in the table above reflects the Reporting Person’s holdings as of such date. As of July 10, 2009, the Reporting Person beneficially owned 1,326,151 shares or 4.97% of the Issuer’s shares outstanding as of such date, computed on the basis of 26,668,440 shares of the Common Stock being issued and outstanding on May 4, 2009, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ending March 29, 2009.


CUSIP No.		868168105

(c) Other than the acquisition of the shares reported herein, the Reporting Person did not effect any transactions in the shares of the Issuer during the 60 day period prior to January 1, 1985.

(d) Except as described in Item 6, no person other than the Reporting Person has the right to receive or power to direct the receipt of dividends from, or the proceeds of the sale of any of the shares.

(e) On June 4, 2009, the Reporting Person ceased to be the beneficial owner of more than five percent of the Issuer’s common stock. The Reporting Person intends to file an amendment to this Schedule 13D reflecting this status.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

See Item 4. with respect to the Voting Trust Agreement, which information is incorporated herein by reference. The Voting Trust Agreement expired on or about December 31, 1997.

Item 7. Material to Be Filed as Exhibits


Exhibit 99.1		Voting Trust Agreement.

Exhibit 99.2		First Amendment to the Voting Trust Agreement.

Exhibit 99.3		Second Amendment to the Voting Trust Agreement.

Exhibit 99.4		Third Amendment to the Voting Trust Agreement.


CUSIP No.		868168105

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.



	/s/ Juanita A. Borick
Date: July 16, 2009	Juanita A. Borick

EXHIBIT INDEX


Exhibit No.		Description

Exhibit 99.1		Voting Trust Agreement.

Exhibit 99.2		First Amendment to the Voting Trust Agreement.

Exhibit 99.3		Second Amendment to the Voting Trust Agreement.

Exhibit 99.4		Third Amendment to the Voting Trust Agreement.

EX-99.1 2 c88336exv99w1.htm EXHIBIT 99.1 Exhibit 99.1

Exhibit 99.1

VOTING TRUST AGREEMENT

This Voting Trust Agreement (the “Agreement”) is entered into as of the lst day of January, 1985 by and between Juanita A. Borick and Louis L. Borick, individually and as Trustee, as such term is defined in paragraph D below, with respect to the following facts and circumstances:

A. Juanita A. Borick and Louis L. Borick each have a community property interest in 1,689,932 shares of common stock of Superior Industries International, Inc., a Delaware corporation (“Company”) (collectively referred to as the “Stock”). The serial numbers of the stock certificates and the numbers of shares represented by each are listed in Exhibit “A” attached hereto. For all purposes of this Agreement “Stock” shall also include all dividends received by the Trustee which are paid in stock of the Company or its affiliates or subsidiaries having any voting powers, but shall not include any Stock released from this Agreement pursuant to Section 4 below.

B. Louis L. Borick is currently the President and Chairman of the Board of the Company.

C. In connection with the dissolution of the marriage of Louis L. Borick and Juanita A. Borick, a bifurcated interlocutory judgment of dissolution was entered on the 5th day of October, 1983.

D. In connection with such dissolution of their marriage and the property settlement aspects thereof, Juanita Borick and Louis L. Borick are entering into this Agreement in order to provide continuity and stability in the policy and management of the Company.

E. Juanita A. Borick and Louis L. Borick each desire to deposit a portion of the Stock owned by them, respectively, with Louis L. Borick as trustee (the “Trustee”) on the terms and conditions of this Agreement and Louis L. Borick, individually and as the Trustee, desires to act under the terms and conditions of this Agreement.

THEREFORE, Juanita Borick and Louis L. Borick, individually and as Trustee, agree as follows:

1. Transfer of Stock to Trustee.

1.1 Deposit of Stock; Voting Trust Certificates. Juanita A. Borick and Louis L. Borick shall each forthwith deposit 544,966 shares of Stock (the “Trust Stock”) with the Trustee representing in the aggregate 1,089,932 shares of Trust Stock. All the stock certificates representing the Trust Stock shall be endorsed in blank or to the Trustee and shall be accompanied by such instruments of transfer as to enable the Trustee to cause the Trust Stock to be transferred into the name of the Trustee, as hereinafter provided. On receipt of the Trust Stock by the Trustee and the transfer of the stock certificates into the name of the Trustee, the Trustee shall hold the Trust Stock subject to the terms of this Agreement and shall thereupon issue and deliver to Juanita Borick and Louis L. Borick, individually, voting trust certificates (“Voting Trust Certificates”) for the shares so deposited by each of them. For all purposes of this Agreement, Juanita Borick and Louis L. Borick and any persons to whom or entities to which the Voting Trust Certificates are transferred and registered with the Trustee are referred to collectively as the “Certificate Holders.” “Voting Trust Certificates” includes not only the Voting Trust Certificates issued pursuant to this Section 1.1 but also any Voting Trust Certificates issued pursuant to Sections 3.3 and 6.1 below.

1.2 Stock Certificates. All stock certificates transferred and delivered to the Trustee shall be surrendered by the Trustee to the Company and cancelled. New stock certificates therefor shall be issued to and held by the Trustee in the name of “Louis L. Borick as Voting Trustee” and in the stock transfer records of the Company as well as on each of the stock certificates it shall be noted that the stock certificates issued to the Trustee were issued pursuant to this Agreement.

2. Voting Trust Certificates. The Voting Trust Certificates shall be in the following form:


		No. _____		_____ Shares

Superior Industries International, Inc.,
a Delaware corporation

Voting Trust Certificate for Common Stock

This certifies that _____ (referred to herein as the “Certificate Holder”) is entitled to all the benefits arising from the deposit with the Trustee under a Voting Trust Agreement dated January 1, 1985 (the “Agreement”) entered into by and between Juanita Borick and Louis L. Borick, individually and as Trustee, of stock certificates for _____ shares of the common stock (the “Stock”) of Superior Industries International, Inc., a Delaware corporation (the “Company”), as provided in and subject to the Agreement. The Certificate Holder shall be entitled to receive dividends of cash, securities or property, if any, received by the Trustee upon the Stock, except that any dividends payable in common or other stock of the Company or its subsidiaries or affiliates having any voting powers shall be held by the Trustee subject to the Agreement and the Trustee shall issue voting trust certificates therefor in form similar hereto. Until the Trustee shall have transferred and delivered the Stock to the Certificate Holder pursuant to the Agreement, the Trustee shall possess and shall be entitled to exercise all rights and powers of an absolute owner of the Stock (other than the right to sell or hypothecate said Stock which right can only be exercised with the prior written consent of a certificate holder), including the right to vote the Stock for every purpose and to execute consents in respect thereto for every purpose, it being expressly stipulated that no voting right passes to the owner hereof, or his or her assigns, under this certificate or any agreement expressed or implied.

This certificate is issued, received and held under, and the rights of the owner hereof are subject to the terms of the Agreement (copies of the Agreement, and all amendments thereto, if any, are on file in the principal office of the Company in Van Nuys, California, and in the office of the Company in the State of Delaware, and shall be open to the inspection of any Certificate Holder or stockholder of the Company, daily during business hours). A Certificate Holder, by acceptance hereof, assents and agrees to be bound by all the provisions of the Agreement as if the Agreement had been signed by such Certificate Holder.

In the event of the dissolution or the partial or total liquidation of the Company, or the sale of any Stock, any cash, securities, rights or property received by the Trustee in respect of the Stock shall be distributed among the Certificate Holders in proportion to their interests as shown by the books of the Trustee, or in the case of a sale, to the Certificate Holder who shall have consented to such sale of Stock represented by a Certificate.

If any dividend or distribution other than stock of the Company or its affiliates or subsidiaries having any voting powers is received by the Trustee, the Trustee shall distribute the same to the Certificate Holders. Such distribution shall be made to the Certificate Holders ratably in accordance with the number of shares represented by their respective Voting Trust Certificates.

Stock certificates for the number of shares of stock then represented by this certificate, or any cash, property or securities received by the Trustee for such shares, shall be due and deliverable to Certificate Holders upon the termination of the Agreement as provided therein.

The Agreement shall continue in full force and effect until December 31, 1989 unless terminated prior thereto, as provided in the Agreement.

This certificate is transferable on the books of the Trustee at his office in Van Nuys, California (or elsewhere as designated by the Trustee), by the holder hereof either in person, or by his or her duly authorized attorney, in accordance with the rules established for that purpose by the Trustee and on surrender of this certificate properly endorsed. The transfer of the Stock and this certificate are subject to certain restrictions and the Trustee is not required to recognize any transfer of this certificate or the Stock not made in accordance with the provisions of the Agreement. Title to this certificate when duly endorsed shall, to the extent permitted by law and the Agreement, be transferable with the same effect as in the case of a negotiable instrument. Each holder hereof agrees that delivery this certificate, duly endorsed by any holder hereof, shall vest title hereto and all rights hereunder in the transferee; provided that the Trustee may treat the Certificate Holder, or the bearer hereof when this certificate is presented duly endorsed in blank as the absolute owner hereof and of all rights and interests represented hereby, for all purposes whatsoever, and the Trustee shall not be bound or affected by any notice to the contrary or by any notice of any trust, whether express , implied or constructive, or of any charge or equity respecting the title or ownership of this certificate, or the shares of Stock represented hereby. No delivery of stock certificates represented hereby, or the proceeds thereof, shall be made without surrender of this certificate to the Trustee properly endorsed.

This certificate shall not be valid for any purpose until signed by the Trustee.

The word “Trustee” as used in this certificate means the Trustee acting under the Agreement.

In witness whereof, the Trustee has signed this certificate on _____ , l9 _____ ..

_____________________________
Louis L. Borick
Trustee

For value received, _____ hereby assigns the within certificate, and all rights and interests represented thereby to _____ and appoints _____ attorney to transfer this certificate on the books of the Trustee mentioned herein, with full power of substitution.

Dated:

_____________________


		In the presence of:

Note: the signatures to this assignment must correspond with the names as written upon the face of this certificate in every particular , without alteration , enlargement or any change whatever . All endorsements, in the discretion of the Trustee , shall be guaranteed by a bank or trust company satisfactory to the Trustee.

3. Transfer of Voting Trust Certificates.

3.1 Transfer Procedure. The Voting Trust Certificates shall be transferrable at the principal office of the Trustee in Van Nuys, California (and at such other office as the Trustee may designate by an instrument in writing signed by him and sent by mail to the Certificate Holders pursuant to Section 15 below) on the books of the Trustee by the Certificate Holders, either in person or by their duly authorized attorney, upon surrender thereof in accordance with the rules established for that purpose by the Trustee. The Trustee may treat the Certificate Holders as owners of the Voting Trust Certificates for all purposes whatsoever, but he shall not be required to deliver the stock certificates under Sections 4 and 5 below without the surrender of the Voting Trust Certificates.

3.2 Duplicate Voting Trust Certificates. If a Voting Trust Certificate is lost, stolen, mutilated or destroyed, the Trustee, in his discretion, may issue a duplicate of such certificate upon receipt of: (i) evidence of such facts satisfactory to him; (ii) an indemnity satisfactory to him; (iii) the existing certificate , if mutilated; and (iv) his reasonable fees and expenses in connection with the issuance of a new certificate.

3.3 Other Transfers. The Trustee shall not be required to recognize any transfer of a Voting Trust Certificate not made in accordance with the provisions of this Agreement.

4. Release of Trust Stock. A Certificate Holder may cause all or a portion of the shares of Trust Stock represented by his or her Voting Trust Certificates to be released from the provisions of this Agreement and to be transferred to such Certificate Holder, or upon his or her order, only in the following circumstances and in strict conformance with the conditions contained in this Section 4.

4.1 Public Offering. Shares of the Trust Stock may be released by the Trustee for inclusion in a public offering with respect to which a registration statement which includes such shares has been filed under the Securities Act of 1933 with the Securities and Exchange Commission.

4.2 Sale Pursuant to Rule 144. Shares of the Trust Stock may be released from time to time by the Trustee for sale by the Certificate Holder pursuant to the provisions of Rule 144 under the Securities Act of 1933 provided, that Certificate Holder prior thereto, has disposed of all other shares of Stock individually owned by him or her.

4.3 Sales Other Than Pursuant to Rule 144. To the extent that Rule 144 is not applicable to a Certificate Holder then shares of the Trust Stock may be released from time to time by the Trustee for sale by the Certificate Holder; provided, however, that Certificate Holder, prior thereto, has disposed of all other stock owned by him or her, and, provided further, that no more than ten percent (10%) of the Trust Stock owned by a Certificate Holder shall be sold within any consecutive calendar quarter during the term hereof.

4.4 No Other Circumstances. Under no other circumstances may shares of the Trust Stock be released from the provisions of this Agreement except upon termination of this Agreement.

4.5 Evidence. At such time as a Certificate Holder requests the release of any shares of the Trust Stock pursuant to Section 4.1 or 4.2 above, Certificate Holder shall furnish evidence satisfactory to Trustee of Certificate Holder’s compliance with the provisions of this Section 4.

5. Termination Procedure.

5.1 Termination Notice. Upon the termination of this Agreement under Section 10 below, the Trustee or his personal representative , at such time as he may choose during the period commencing twenty days before and ending twenty days after such termination , shall give notice of such termination to the Certificate Holders at the addresses appearing on the transfer books of the Trustee. After the date specified in any such notice (which date shall be fixed by the Trustee), the Voting Trust Certificates shall cease to have any effect and the Certificate Holders shall have no further rights under this Agreement other than the right to receive the stock certificates representing the shares of Trust Stock or other property distributable under the terms hereof upon the surrender of the Voting Trust Certificates.

5.2 Delivery of Stock Certificates. Within thirty days after the termination of this Agreement, the Trustee or his personal representative shall transfer and deliver the stock certificates to the Certificate Holders, upon the surrender of the Voting Trust Certificates properly endorsed, such delivery to be made in each case at the office of the Trustee.

5.3 Deposit of Stock Certificates with Company. At any time subsequent to thirty days after the termination of this Agreement, the Trustee or his personal representative, may deposit any remaining Trust Stock with the Company with authority in writing to the Company to transfer and deliver the stock certificates representing the Trust Stock to the Certificate Holders entitled thereto in exchange for Voting Trust Certificates representing the like number of shares of Stock. Upon such deposit, all further liability of the Trustee and his personal representative, for delivery of stock certificates and the delivery or payment of dividends upon surrender of Voting Trust Certificates shall cease, and the Trustee and his personal representative, shall not be required to take any further action under this Agreement.

6. Dividends.

6.1 Cash, Securities or Property; Voting Stock. During the term of this Agreement, each Certificate Holder shall be entitled to receive all dividends of cash, securities or property, if any, received by the Trustee upon the shares of Trust Stock represented by the Voting Trust Certificates held by such Certificate Holder. However, if any dividend in respect of the Stock is paid, in whole or in part, in stock of the Company or its affiliates or subsidiaries having any voting powers, the Trustee shall hold the certificates for such stock subject to the terms of this Agreement, and the Certificate Holder shall be entitled to receive Voting Trust Certificates issued under this Agreement for the number and class of stock received as such dividend. Certificate Holders entitled to receive the dividends described above shall be those registered as such on the transfer books of the Trustee at the close of business on the date fixed by the Company for the taking of a record to determine those holders of its stock entitled to receive such dividends.

6.2 Distribution of Dividend. If any dividend with respect to the Trust Stock is paid other than in stock of the Company or its affiliates or subsidiaries having voting powers, then the Trustee shall distribute the same among the holders of the Voting Trust certificates registered as such at the close of business on the date fixed by the Company for the taking a record to determine those holders of its stock entitled to receive such distribution. Such distributions shall be made to holders of Voting Trust Certificates ratably, in accordance with the number of shares represented by their respective Voting Trust Certificates.

6.3 Distribution of Dividends by Company. In lieu of receiving cash dividends upon the Trust Stock and paying the same to the Certificate Holders pursuant to the provisions of this Agreement, the Trustee may instruct the Company in writing to pay such dividends to the Certificate Holders. Upon receipt of such written instructions, the Company shall pay cash dividends directly to the Certificate Holders. Upon such instructions being given by the Trustee to the Company, and until revoked by the Trustee, all liability of the Trustee with respect to cash dividends shall cease. The Trustee may at any time, and from time to time, revoke such instructions and by written notice to the Company direct it to make cash dividend payments to the Trustee.

7. Dissolution of the Company. In the event of the dissolution or total or partial liquidation of the Company, whether voluntarily or involuntarily, the Trustee shall receive the cash, securities, rights, or property to which the Certificate Holders are entitled, and shall distribute the same among the Certificate Holders in proportion to their interests as shown by the books of the Trustee, or the Trustee may in his discretion deposit cash, securities, rights or property with any bank or trust company with authority and instructions to distribute the same as above provided, and upon such deposit all further obligations or liabilities of the Trustee in respect of such cash, securities, rights or property so deposited shall cease.

8. Reorganization of the Company. In case the Company is merged into or consolidated with, another corporation, or all or substantially all of the assets of the Company are transferred to another corporation, for all purposes of this Agreement the term “Company” shall include such successor corporation and the Trustee shall receive and hold under this Agreement any stock, options, warrants or other rights to obtain an equity interest in such successor corporation received on account of his ownership, as Trustee of the Stock. Voting Trust Certificates issued and outstanding under this Agreement at the time of such merger, consolidation or transfer may remain outstanding,

or the Trustee may, in his discretion, substitute for the Voting Trust Certificates new voting trust certificates in appropriate form. For all purposes of this Agreement the term “Voting Trust Certificates” shall include such new voting trust certificates. For all purposes of this Agreement the term “Stock” shall be taken to include: any stock, options, warrants or other rights to obtain an equity interest in the successor corporation which may be received by the Trustee in lieu of all or any part of the Stock.

9. Rights of the Trustee.

9.1 General Rights. Until the surrender of the Voting Trust Certificates for cancellation and until the actual delivery to the Certificate Holders of the stock certificates in exchange for the Voting Trust Certificates, the Trustee shall have the right , subject to the provisions of this Section 9 to exercise, in person or by his nominees or proxies, all stockholders’ voting rights and powers with respect to the Trust Stock , and to take part in or consent to any corporate or stockholders’ action of any kind whatsoever. The right to vote shall include the right to vote for the election of directors, and in favor of or against any resolution or proposed action of any character whatsoever which may be presented at any meeting or require the consent of stockholders of the Company. Without limiting such general rights, it is understood that such action or proceeding may include, upon terms satisfactory to the Trustee or to his nominees or proxies ( i) mortgaging, creating a security interest in , and pledging of all or any part of the property of the Company, ( ii) the lease or sale of all or any part of the property of the Company, for cash, securities or other property, (iii) the dissolution and winding up of the Company , (iv) the consolidation , merger , reorganization or recapitalization of the Company, (v) the issuance or creation of additional securities of the Company, (vi) the right to vote on a question submitted to the stockholders of the Company under a statute or regulation enacted or promulgated after the date of this Agreement, (vii) the power to call a special meeting , or (viii) any action of any character whatsoever which may be presented at any meeting or require the consent of the stockholders of the Company; provided, however, (ix) in any matter brought before the Board of Directors of the Company involving any dealings between the Company and the Trustee, as an individual officer, and director of the Company, which dealings are of a direct economic nature, such matter shall be subject to approval by a majority vote of the Board of Directors excluding the Trustee.

9.2 Trustee Duty. In voting the Trust Stock the Trustee shall exercise his best judgment, but he shall not be personally responsible with respect to any action committed or omitted pursuant to his vote so cast or with respect to any matter or act committed or omitted to be done under this Agreement, provided such commissions or omissions do not amount to willful misconduct on his part, and provided also that the Trustee at all times exercises good faith in such matters. In addition, the Trustee shall not be liable in acting on any, notice, request, consent, certificate, instruction, or other paper or document or signature believed to be genuine and to have been signed by the proper party or parties.

10. Term. This Agreement shall continue in effect for a term of five (5) years until December 31, 1989, but shall terminate earlier upon the occurrence of either of the following events: (i) the execution by the Trustee of a document terminating this Agreement, duly filed in the office of the Company in Van Nuys, California, and in the office of the Company in the State of Delaware; or (ii) sixty (60) days after the death of Louis L. Borick.

11. Compensation and Reimbursement of Trustee. The Trustee shall serve without compensation.

12. Successors to Trustee. Louis L. Borick shall serve as the sole Trustee during the term of this Trust, provided, however, in the event that Louis L. Borick shall die, or at any time during the term of this Trust shall become permanently incapacitated so that he is unable or incapable of performing the duties of Trustee hereunder, then, and in such event, Steven J. Borick shall become successor Trustee with all of the rights, powers and duties vested in the Trustee under this Agreement. In the event that Steven J. Borick shall thereafter die or become unable or incapable to perform the duties of Trustee, then, in such event, Linda Borick Davidson shall be and become successor

Trustee. The incapacity of a Trustee shall occur when a Trustee is unable or incapable of performing his duties for a period of ninety (90) consecutive days or more and such incapacity is certified by two (2) independent licensed physicians. In the event that a Trustee is determined to be unable or incapable to perform his duties as Trustee and is subsequently rehabilitated so that he is able to perform the duties of Trustee hereunder, as certified by two (2) independent licensed physicians, then, such Trustee shall be reinstated to the position of Trustee replacing any successor Trustee who may have assumed the duties of Trustee pursuant hereto.

13. No Conflict of Interest. Except as herein provided, nothing contained in this Agreement shall disqualify the Trustee or incapacitate him from contracting with the Company as an employee, landlord or otherwise or from serving the Company or any of its subsidiaries and affiliates as officer or director, or in any other capacity, and in any such capacity receiving compensation.

14. Copies of the Agreement. Copies of this Agreement and any amendments hereto shall be filed in the principal office of the Company in Van Nuys, California and in the office of the Company in the State of Delaware, and shall be open to the inspection of any Certificate Holder or stockholder of the Company, daily during business hours.

15. Successors. All Voting Trust Certificates issued pursuant to this Agreement shall be issued, received and held subject to all the terms of this Agreement. Every person or entity entitled to receive Voting Trust Certificates representing shares of Stock, and their transferees and assigns, upon accepting the Voting Trust Certificates issued under this Agreement, shall be bound by the provisions of this Agreement.

16. Notices. All notices under this Agreement shall be in writing and shall be effective either (i) when delivered in person to the recipient at its address set forth below, or (ii) three business days after deposit of it in a sealed envelope in the United State mail, postage prepaid, by registered or certified mail, return receipt requested, addressed to the recipient as set forth below, whichever is earlier.

All notices to the Company shall be sent to:

Superior Industries International, Inc.
7800 Woodley Avenue
Van Nuys, California 91406
Attention: Louis L. Borick, President

All notices to the Trustee or Louis. L. Borick, individually, shall be sent to:

Mr. Louis L. Borick
c/o Superior Industries International, Inc.
7800 Woodley Avenue
Van Nuys, California 91406

All notices to Juanita A. Borick shall be sent to:

Ms. Juanita A. Borick
17527 Corinthian Drive
Encino, CA 91326

with a copy to:

Steven Borick
6315 Gulfton
Suite 3
Houston, Texas 77081

Such addresses may be changed by notice given in accordance with this Section 16.

17. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect any of the other provisions of this Agreement, and this Agreement shall be construed as if such invalid or unenforceable provision or provisions were omitted.

18. Prior Agreements. This Agreement supersedes all prior agreements and understandings , whether written or oral, among or between the parties to this Agreement with respect to all matters covered herein.

19. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

20. Attorneys’ Fees. Should any suit be instituted to enforce or obtain a declaration of rights under this Agreement, the prevailing party shall be entitled to recover all costs and expenses, including reasonable attorneys’ fees.

21. Applicable Law. This Agreement is to be construed by the laws of California.

22. Descriptive Headings. The section headings used in this Agreement are for reference and convenience only and shall not in any way limit or amplify the terms and provisions of this Agreement nor be used to interpret this Agreement.

23. Successors or Assigns. The terms of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, administrators, executors , personal representatives, successors and assigns.

24. Construction by Trustee. The Trustee is authorized and empowered to construe this Agreement and his reasonable construction made in good faith shall be conclusive and binding upon the Certificate Holder and upon all parties hereto.

25. Advice of Counsel. The parties agree and represent that they have been represented by their own counsel with regard to the execution of this Agreement.

Executed at Beverly Hills , California , this 22nd day of March, 1985 effective as of the date and year first above written.


JUANITA A. BORICK:

		/s/ Juanita A. Borick

		Juanita A. Borick

LOUIS L. BORICK:

		/s/ Louis L. Borick

		Louis L. Borick


THE TRUSTEE:
		/s/ Louis L. Borick

		Louis L. Borick


THE COMPANY:	SUPERIOR INDUSTRIES INTERNATIONAL, INC., a Delaware Corporation

	By:	/s/ Louis L. Borick

		Louis L. Borick


		By:

				Ronald Feiner, Secretary

Exhibit “A”


Certificate No.	Number of Shares	Record Holder

EX-99.2 3 c88336exv99w2.htm EXHIBIT 99.2 Exhibit 99.2

Exhibit 99.2

FIRST AMENDMENT TO
VOTING TRUST AGREEMENT

THIS FIRST AMENDMENT TO VOTING TRUST AGREEMENT (the “Amendment”) is entered into as of the 13th of October, 1989, by and between Juanita A. Borick and Louis L. Borick, individually and as Trustee ( as such term is defined in that certain Voting Trust Agreement (the “Agreement”) entered into as of January 1st, 1985 by and between Juanita A. Borick and Louis L. Borick, (individually and as Trustee) , with respect to the following facts and circumstances:

A. As of January 1st, 1955 , Juanita A. Borick and Louis L. Borick, individually and as Trustee , entered into the Agreement, providing for the establishment of a Voting Trust on certain terms and conditions outlined in the Agreement, including, among other things, the depositing with Louis L. as Trustee a portion of certain shares of common stock of Superior Industries International Inc., a Delaware corporation.

B. As set forth in the Agreement , paragraph two, page seven and paragraph ten, page nineteen , the Agreement continues in full force and effect for a term of five years , unless terminated prior thereto, as provided therein.

C. Juanita A. Borick and Louis L. Borick now desire to extend , for an additional three years , the term of the Agreement.

NOW THEREFORE , for and in consideration of the foregoing and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, Juanita A. Borick and Louis L. Borick, individually and as Trustee , agree as follows:

1. The initial term of five years, as referred to in the Agreement, paragraphs two and ten, is hereby extended for an additional three years, through and until December 31, 1992, during which time the Agreement, as amended hereby, shall continue in full force and effect unless terminated prior thereto in accordance with its terms.

2. All references in the Agreement to “the Agreement,” or to “this Agreement,” shall be deemed to refer to the Agreement as amended by this Amendment.

3. Except a expressly amended herein, all terms of the Agreement as well as of this Amendment shall remain in full force and effect as written.

Executed at Los Angeles, California, this 16 day of October, 1989 effective as of the date and year first above written:

JUANITA A. BORICK:



	/s/ Juanita A. Borick
	Juanita A. Borick

LOUIS L. BORICK



	/s/ Louis L. Borick
	Louis L. Borick

THE TRUSTEE:



	/s/ Louis L. Borick
	Louis L. Borick


THE COMPANY:	SUPERIOR INDUSTRIES INTERNATIONAL Inc., a Delaware Corporation
	By:	/s/ Louis L. Borick
		Louis L. Borick



	By:	/s/ Edward Kelly
		Edward Kelly, Secretary

EX-99.3 4 c88336exv99w3.htm EXHIBIT 99.3 Exhibit 99.3

Exhibit 99.3

SECOND AMENDMENT TO
VOTING TRUST AGREEMENT

THIS SECOND AMENDMENT TO VOTING TRUST AGREEMENT (the “Second Amendment”) is entered into as of the 15th day of October, 1992, by and between Juanita A. Borick and Louis L. Borick, individually and as Trustee (as such term is defined in that certain Voting Trust Agreement ( the “Agreement”) entered into as of January 1, 1985, as amended by the First Amendment dated as of October 13, 1989 (the “First Amendment”), by and between Juanita A. Borick and Louis L. Borick (individually and as Trustee)) and is made with reference to the following facts:

A. The Agreement provides for the establishment of a Voting Trust with respect to certain shares of common stock of Superior Industries International, Inc., a Delaware corporation, owned by Juanita A. Borick and Louis L. Borick and the depositing of those shares with Mr. Borick, as Trustee under the Agreement.

B. The Agreement had an initial term of five years, through December 31, 1989 . The First Amendment extended the term of the Agreement through December 31, 1992.

C. Juanita A. Borick and Louis L. Borick now desire to further extend the term of the Agreement for an additional

three years through December 31, 1995.

NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration , the receipt and adequacy of which are hereby acknowledged , Juanita A. Borick and Louis L. Borick , individually and as Trustee, hereby agree as follows:

1. The term of the Agreement is hereby extended for an additional three years, through and until 11:59 P.M. on December 31, 1995, during which time the Agreement shall continue in full force and effect unless terminated prior thereto in accordance with its terms.

2. Except as expressly amended hereby, all of the other provisions of the Agreement shall remain in full force and effect as written.

This Second Amendment is signed and delivered as of the 15th day of October, 1992 in Los Angeles , California.



	/s/ Juanita A. Borick
	(Juanita A. Borick)



	/s/ Louis L. Borick
	(Louis L. Borick, individually and as Trustee)


	SUPERIOR INDUSTRIES INTERNATIONAL, INC.
	By	/s/ R. Jeffrey Ornstein
		(R. Jeffrey Ornstein
		Vice President)

EX-99.4 5 c88336exv99w4.htm EXHIBIT 99.4 Exhibit 99.4

Exhibit 99.4

THIRD AMENDMENT TO
VOTING TRUST AGREEMENT

THIS THIRD AMENDMENT TO VOTING TRUST AGREEMENT (the “Third Amendment”) is entered into as of the 1st day of August 1995, by and between Juanita A. Borick and Louis L. Borick, individually and as Trustee (as such term is defined in that certain Voting Trust Agreement (the “Agreement”) entered into as of January 1, 1985, as amended by the First Amendment dated as of October 13, 1989 (the “First Amendment”) and the Second Amendment dated as of October 15, 1992 (the “Second Amendment”) and is made with reference to the following facts:

A. The Agreement provides for the establishment of a Voting Trust with respect to certain shares of common stock of Superior Industries International, Inc., a California corporation (formerly a Delaware corporation), owned by Juanita A. Borick and Louis L. Borick and the depositing of those shares with Mr. Borick, as Trustee under the Agreement.

B. The Agreement had an-initial term of five years, through December 31, 1989. The First Amendment extended the term. of the Agreement through December 31, 1992 and the Second Amendment extended the term through December 31, 1995.

C. Juanita A. Borick and Louis L. Borick now desire to further extend the term of the Agreement for an additional two years through December 31, 1997.

NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Juanita A. Borick and Louis L. Borick, individually and as Trustee, hereby agree as follows:

1. The term of the Agreement is hereby extended for an additional two years, through and until 11:59 P.M. on December 31, 1997, during which time the Agreement shall continue in full force and effect unless terminated prior thereto in accordance with its terms.

2. Except as expressly amended hereby, all of the other provisions of the Agreement shall remain-in full force and effect as written.

This Third Amendment is signed and delivered as of the 1st day of August, 1995 in Los Angeles, California.



	/s/ Juanita A. Borick
	Juanita A. Borick}



	/s/ Louis L. Borick
	Louis L. Borick


	SUPERIOR INDUSTRIES INTERNATIONAL, INC.-
	By	/s/ R. Jeffrey Ornstein
		(R. Jeffrey Ornstein
		Vice President)

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