-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, o7jY8lMLMrjNcMCjS7Hf9Viz6vkmeU7wIvlVtny6vgo0lCQChm+LvRWGw01ksr1F i5Z8YlKMPBcN7JG9lofFzA== 0000950116-94-000166.txt : 19941125 0000950116-94-000166.hdr.sgml : 19941125 ACCESSION NUMBER: 0000950116-94-000166 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19941122 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WELLS FARGO & CO CENTRAL INDEX KEY: 0000105598 STANDARD INDUSTRIAL CLASSIFICATION: 6021 IRS NUMBER: 132553920 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-33114 FILM NUMBER: 94561396 BUSINESS ADDRESS: STREET 1: 420 MONTGOMERY ST CITY: SAN FRANCISCO STATE: CA ZIP: 94163 BUSINESS PHONE: 4154771000 MAIL ADDRESS: STREET 1: 343 SANSOME ST 3RD FL STREET 2: WELLS FARGO BANK CITY: SAN FRANCISCO STATE: CA ZIP: 94163 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ANNENBERG WALTER H CENTRAL INDEX KEY: 0000904272 STANDARD INDUSTRIAL CLASSIFICATION: 0000 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ST DAVIDS CENTER SUITE A-200 STREET 2: 150 RADNOR CHCESTER ROAD CITY: ST DAVIDS STATE: PA ZIP: 19087 BUSINESS PHONE: 6103419398 MAIL ADDRESS: STREET 1: ST DAVIDS CENTER SUITE A 200 STREET 2: 150 RADNOR CHESTER ROAD CITY: ST DAVIDS STATE: PA ZIP: 19087 SC 13D 1 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Wells Fargo & Company (Name of Issuer) Common Stock (Title of Class of Securities) 949740-10-4 (CUSIP Number) William J. Henrich, Jr., Esq., Dilworth, Paxson, Kalish & Kauffman 3200 Mellon Bank Center, 1735 Market Street, Philadelphia, PA 19103 (215) 575-7080 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 11, 1994 (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d- 1(b)(3) or (4), check the following box |_|. Check the following box if a fee is being paid with the statement | |. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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). SEC 1746 (9-88) Page 1 of 2 2 SCHEDULE 13D CUSIP No. 949740-10-4 Page 2 of 2 Pages ------------- ----- ----- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Walter H. Annenberg Social Security Number: ###-##-#### ------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) | | (b) |X| ------------------------------------------------------------------- 3. SEC USE ONLY ------------------------------------------------------------------- 4. SOURCE OF FUNDS* BK, 00 The shares held by the Reporting Person were purchased from borrowed funds. The shares held by each other Holder were purchased from such Holder's funds ------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | | ------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America ------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF SHARES 4,515,010 Shares BENEFICIALLY ----------------------------------------------- OWNED BY 8. SHARED VOTING POWER EACH REPORTING 10,000 Shares PERSON ----------------------------------------------- WITH 9. SOLE DISPOSITIVE POWER 4,515,010 Shares ----------------------------------------------- 10. SHARED DISPOSITIVE POWER 10,000 Shares ------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,525,010 Shares ------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | | ------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.64% ------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* IN ------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 STATEMENT ON SCHEDULE 13D Item 1. Security and Issuer - ---------------------------- This Amendment No. 3 to Statement on Schedule 13D (the "Statement") relates to shares of common stock, par value $5.00 per share (the "Common Stock"), of Wells Fargo & Company, a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 420 Montgomery Street, San Francisco, California 94163. Item 2. Identity and Background - -------------------------------- Set forth below is certain information concerning the natural person filing this Statement (the "Reporting Person"): (a) Name: Walter H. Annenberg Business Address: St. Davids Center, Suite A-200 150 Radnor-Chester Road St. Davids, PA 19087 (b) Principal Occupation: Private foundation executive, private investor and trustee (d), (e) Legal Proceedings: During the last five years, the Reporting Person: (i) has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); and (ii) has not 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 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 violation with respect to such laws. (f) Citizenship: The Reporting Person is a citizen of the United States of America. Item 3. Source and Amount of Funds or Other Consideration. - ----------------------------------------------------------- The shares of Common Stock reported in this Statement are variously held by the Reporting Person and others (the Reporting Person and such others being referred to collectively as the "Holders") as set forth in the following table, which also sets forth the total purchase price for such shares paid by the Holders. Total Purchase Holder No. of Shares Price* ------ ------------- -------------- Walter H. Annenberg 1,000,000 $100,825,082 (the Reporting Person) Leonore Annenberg 10,000 1,182,481 The Annenberg Foundation 2,100,000 158,203,477 Walter H. Annenberg as sole Trustee of Trust under Will of Moses L. Annenberg 1,385,000 129,502,585 Various Family Trusts 30,010 3,954,746 ----------- ------------ 4,525,010 shares $393,668,371 =========== ============
* Does not include brokers' commissions. 4 The shares held by the Reporting Person were purchased from funds borrowed from a national bank (which is not an affiliate of the Issuer) under a line of credit in the aggregate amount of $350,000,000. Outstanding principal bears interest at the Money Market Rate negotiated by the lender and the Reporting Person from time to time. Interest is payable as billed. All amounts outstanding under the line of credit are generally payable within sixty days after demand for payment. The shares held by each other Holder were purchased with such Holder's funds. Item 4. Purpose of Transaction - ------------------------------- The shares of Common Stock reported in this Statement were in all cases purchased solely for the investment purposes of the respective Holders. Although neither the Reporting Person nor, to the knowledge of the Reporting Person, any of the other Holders has any contract or agreement to purchase shares of Common Stock from any person, the Reporting Person and the other Holders may purchase additional shares from time to time for investment if shares are available at prices considered by the respective Holders to be favorable. The Reporting Person anticipates that any such additional purchases would be made in open market brokerage transactions. The Reporting Person anticipates that whether any of the Holders purchases additional shares and, if so, the number of shares to be purchased by such Holder, will depend upon a variety of factors, including, among others, the market price of the shares, market conditions, availability of funds, evaluation of alternative investments and the need of funds for other purposes. Except as described in this Statement, neither the Reporting Person nor, to the Reporting Person's knowledge, any of the other Holders presently has any plans or proposals which would relate to or would result in any of the following: (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; (c) a sale or transfer of a material amount of assets of 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; (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 Securities Exchange Act of 1934, as amended (the "Exchange Act"); or (j) any action similar to any of those enumerated above. 5 Item 5. Interest in Securities of the Issuer. - ---------------------------------------------- (a) As of the close of business on November 11, 1994, the Reporting Person beneficially owned a total of 4,525,010 shares of Common Stock (as determined in accordance with Rule 13d-3 under the Exchange Act). Such shares constituted approximately 8.64% of the 52,352,896 shares of Common Stock outstanding on November 11, 1994 (as advised to us by the Issuer). Such shares respectively are held by the Holders as follows:
Percentage of Outstanding Holder No. of Shares Shares ------ ------------- ------------- Walter H. Annenberg 1,000,000 1.91% (Reporting Person) Leonore Annenberg 10,000 0.02 The Annenberg Foundation 2,100,000 4.01 Trust under Will of Moses L. Annenberg(1) 1,385,000 2.64 Various Family Trusts(2) 30,010 0.06 ----------- ------- 4,525,010 shares 8.64% =========== =======
- ---------- (1) For the benefit of certain members of the Annenberg Family including the Reporting Person. (2) For the benefit of certain nephews and nieces of the Reporting Person. Set forth below is certain information regarding each of the Holders in addition to the Reporting Person. 1. Leonore Annenberg is the Reporting Person's wife. The Reporting Person disclaims beneficial ownership of the shares of Common Stock held by her. 2. The Annenberg Foundation (the "Foundation") is a Pennsylvania nonprofit stock corporation whose sole shareholder is the Reporting Person. The Reporting Person is also sole Director, Chairman and President of the Foundation. 3. The Reporting Person is the sole trustee of the Trust under Will of Moses L. Annenberg who was the Reporting Person's father. The Reporting Person presently has a life interest in two-fifteenths of the income of the Trust under Will of Moses L. Annenberg. 4. The Reporting Person is the sole trustee of various family trusts for the benefit of certain nephews and nieces of the Reporting Person. 6 (b) In his capacities as sole Director, Chairman and President of the Foundation, and as sole trustee of the Trust under Will of Moses L. Annenberg and under the various family Trusts referred to in Item 5(a) above, the Reporting Person has sole power to vote, or to direct the vote of, and to dispose of or to direct the disposition of, all shares of Common Stock reported in this Statement as held by him, by the Foundation, or by such Trusts (the "Trusts"). (c) The following table sets forth all transactions in the Common Stock that were effected during the past sixty days by the Holders named in response to paragraph (a) of this Item 5: Purchase No. of Price Per Holder Date Shares Share* ------ -------- ------ --------- The Annenberg Foundation 10/26/94 800 $144.750 10/26/94 1,000 144.875 10/26/94 4,400 145.000 10/26/94 3,500 145.125 10/26/94 4,300 145.250 10/26/94 3,000 145.500 10/26/94 8,000 145.750 Various Family Trusts 09/13/94 10 152.750 09/14/94 140 152.625 10/14/94 10 149.500
* Does not include brokers' commission. All such transactions were effected in open market transactions on the New York Stock Exchange. (d) The Reporting Person has the sole right to receive and the sole power to direct the receipt of dividends from, and the proceeds from the sale of, the shares of Common Stock reported herein as held by the Reporting Person. Leonore Annenberg has the sole right to receive and the sole power to direct the receipt of dividends from, and the proceeds from the sale of, the shares of Common Stock reported herein as held by her. The Foundation has the sole right to receive and the sole power to direct the receipt of dividends from, and the proceeds from the sale of, the shares of Common Stock held by it. The Foundation makes charitable grants to public charities and, in limited instances, to other private foundations, and activities involving educational programs. The Trusts referred to in paragraph (a) of this Item 5 have in each case the right to receive and, acting through the Reporting Person in his capacity as sole trustee of each such trust, the sole power to direct the receipt of dividends from, and the proceeds from the sale of, the shares of Common Stock respectively held by them. (e) Not Applicable. 7 Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer - ------------------------------------------------------------------------------ The following sets forth information regarding relationships among the persons and entities listed in Item 5(a) as holders of shares of Common Stock of the Issuer. The Reporting Person is sole shareholder, Director, Chairman and President of the Foundation and, in those capacities, has sole power to vote, or to direct the voting of, and to dispose of, or to direct the disposition of, the shares of Common Stock held by the Foundation. The Reporting Person is the sole trustee of the Trust under Will of Moses L. Annenberg and, in that capacity, has sole power to vote, or to direct the voting of, and to dispose of, or to direct the disposition of, the shares of Common Stock held by such Trust. Leonore Annenberg is the Reporting Person's wife. In addition the Reporting Person is the sole trustee of various family Trusts referred to in Item 5(a) and, in that capacity, has sole power to vote, or to direct the voting of, and to dispose of, or to direct the disposition of, the shares of Common Stock held by such Trusts. Except as described above in this Statement, no contracts, arrangements, understandings or relationships (legal or otherwise) exist among the Reporting Person, any Holder, and any other person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of such securities, finder's fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to be filed as Exhibits - ----------------------------------------- (a) Letter Agreement dated March 11, 1994 for line of credit and Committed Line of Credit Note. (b) Excerpt from Will of Moses L. Annenberg. (c) Excerpts from various family Trust instruments. 8 SIGNATURE 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. ------------------------------ Dated: November 21, 1994 Walter H. Annenberg 9 EXHIBIT INDEX Exhibit No. Exhibit Page No. ----------- ------- -------- 7(a) Letter Agreement dated March 11, 1994 for line of credit and Committed Line of Credit Note 13 7(b) Excerpt from Will of Moses L. Annenberg 23 7(c) Excerpt from various family Trust instruments 24 EX-7 2 EXHIBIT 7(A) 1 Exhibit 7(a) March 9, 1994 The Honorable Walter H. Annenberg c/o William J. Henrich, Jr., Esquire Dilworth, Paxson, Kalish & Kauffman 3200 Mellon Building 1735 Market Street Philadelphia, PA 19103-7599 Re: $350,000,000 Committed Line of Credit Dear Mr. Ambassador: We are pleased to inform you that, (the "Bank"), has re-approved a line of credit to you (the "Borrower"). This line of credit will replace the existing line of credit evidenced by your Note dated December 14, 1993 in the face amount of $350,000,000, and upon your acceptance of this Agreement and delivery of the attached Note, the existing Note will be cancelled and returned to you. All the details regarding the loan are outlined in the following sections of this letter. If these terms are acceptable, please execute the letter and the attached Note as provided at the end of this letter. 1. Type of Facility. This is a committed revolving line of credit pursuant to which the Borrower may request and the Bank, subject to the terms and conditions of this letter, will make advances to the Borrower from time to time until the Expiration Date, in an amount in the aggregate at any time outstanding not to exceed $350,000,000 (the "Line of Credit"). The "Expiration Date" means the earlier of (a) July 30, 1994 or such later date as may be designated by the Bank by written notice to the Borrower, and (b) the date of death of the Borrower. 2. Interest Rate. Interest on the unpaid balance of the Line of Credit advances will be charged at a rate per annum which is at all times equal to the money market rate offered in good faith by the Bank and accepted by the Borrower as the rate at which Bank would advance funds to the Borrower in the principal amount requested for the period requested. 2 3. Repayment. Subject to the terms and conditions of this letter, the Borrower may borrow, repay and reborrow until the Expiration Date. The outstanding principal balance and any accrued but unpaid interest shall be due and payable on the Expiration Date, unless the Expiration Date occurs on the date of death of the Borrower, in which event the outstanding principal balance and any accrued, but unpaid interest shall be due and payable on the date which is fifteen (15) months following the Expiration Date. Interest will be due and payable on a monthly basis, and will be computed on the basis of a year of 360 days and paid on the actual number of days elapsed. 4. Note. The obligation of the Borrower to repay loans under the Line of Credit shall be evidenced by a promissory note (the "Note") in form and content satisfactory to the Bank. 5. Covenants. Unless compliance is waived in writing by the Bank or until payment in full and termination of the Line of Credit: (a) The Borrower will promptly submit to the Bank such information relating to the Borrower's affairs (including but not limited to annual financial statements for the Borrower) as the Bank may reasonably request. (b) If the line of credit remains in effect upon the death of the Borrower, the Borrower's executors will provide to Bank a list of the assets of the estate within ninety (90) days after the date of death and monthly thereafter. (c) On and after the Expiration Date, if the Expiration Date occurs on the date of death of the Borrower, the Borrower will not (i) incur any indebtedness or (ii) unless and to the extent such covenant would violate any applicable banking law or regulation, create, incur or permit to exist any pledge, lien or other encumbrance on any of its property, now owned or hereafter acquired, without the prior consent of the Bank. To accept these terms, please sign the enclosed copy of this letter as set forth below and return it to the Bank by April 15, 1994, together with the enclosed Note, or this letter may be terminated at the Bank's option without liability or further obligation of the Bank. 3 Thank you for giving this opportunity to work with you. We look forward to other ways in which we may be of service to you. Very truly yours, By: /s/ ------------------------- ACCEPTANCE With the intent to be legally bound hereby, the above terms and conditions are hereby agreed to and accepted this 11th day of March, 1994. BORROWER: /s/ - ---------------------------- Walter H. Annenberg 4 COMMITTED LINE OF CREDIT NOTE $350,000,000.00 March 11, 1994 FOR VALUE RECEIVED, WALTER H. ANNENBERG (the "Borrower"), with an address at St. Davids Center, Suite A-200, 150 Radnor-Chester Road, St. Davids, Pennsylvania 19087, promises to pay to the order of, (the "Bank"), in lawful money of the United States of America in immediately available funds at its offices located at or at such other location as the Bank may designate from time to time, the principal sum of Three Hundred Fifty Million Dollars ($350,000,000.00) (the "Facility") or such lesser amount as may be advanced to or for the benefit of the Borrower hereunder, together with interest accruing on the outstanding principal balance from the date hereof, as provided below: 1. Rate of Interest. Each advance outstanding under this Note will bear interest at a rate per annum determined in the Bank's sole discretion and accepted by Borrower, as offered in good faith by the Bank to the Borrower as the rate at which the Bank would advance funds to the Borrower in the principal amount requested for the interest period requested, not to exceed thirty (30) days. Interest will be calculated on the basis of a year of 360 days for the actual number of days in each interest period. In no event will the rate of interest hereunder exceed the maximum rate allowed by law. 2. Advances. The Borrower may borrow, repay and reborrow hereunder until the Expiration Date, subject to the terms and conditions of this Note and the Loan Documents (as defined herein). The "Expiration Date" shall mean the earlier of (a) July 30, 1994, or such later date as may be designated by the Bank by written notice from the Bank to the Borrower, and (b) the date of death of the Borrower. The Borrower acknowledges and agrees that in no event will the Bank be under any obligation to extend or renew the Facility or this Note beyond the initial Expiration Date. In no event shall the aggregate unpaid principal amount of advances under this Note exceed the face amount of this Note. 3. Advance Procedures. A request for advance made by telephone must be promptly confirmed in writing by such method as the Bank may require. The Borrower authorizes the Bank to accept telephonic requests for advances, and the Bank shall be entitled to rely upon the authority of Borrower or any person designated by Borrower providing such instructions. The Borrower hereby indemnifies and holds the Bank harmless from and against any and all damages, losses, liabilities, costs and expenses (including, reasonable attorneys' fees and expenses) which may arise or be created by the acceptance of such telephone requests or making such advances. The Bank will enter on its books and records, which entry when made will be presumed correct, the date and amount of each advance, as well as the date and amount of each payment made by the Borrower. 5 4. Payment Terms. Accrued interest will be due and payable on the last day of each month until the loan is repaid in full. The outstanding principal balance and any accrued but unpaid interest shall be due and payable on the Expiration Date; provided, however, if the Expiration Date is the date of death of the Borrower, the outstanding principal balance and any accrued and unpaid interest shall be due and payable on the date which is fifteen (15) months following the Expiration Date. If any payment under this Note shall become due on a Saturday, Sunday or public holiday under the laws of the Commonwealth of Pennsylvania, such payment shall be made on the next succeeding business day and such extension of time shall be included in computing interest in connection with such payment. The Borrower hereby authorizes the Bank to charge the Borrower's deposit account at the Bank for any payment when due hereunder. Payments received will be applied to charges, fees and expenses (including attorneys' fees), accrued interest and principal in any order the Bank may choose, in its sole discretion. 5. Default Rate. Upon maturity, whether by acceleration, demand or otherwise, and at the option of the Bank upon the occurrence of any Event of Default (as hereinafter defined) and during the continuance thereof, this Note shall bear interest at a rate per annum (based on a year of 360 days and actual days elapsed) which shall be two (2) percentage points in excess of the Prime Rate but not more than the maximum rate allowed by law (the "Default Rate"). As used herein, "Prime Rate" shall mean the rate publicly announced by the Bank from time to time as its prime rate. The Prime Rate is not tied to any external rate or index and does not necessarily reflect the lowest rate of interest actually charged by the Bank to any particular class or category of customers. If and when the Prime Rate changes, the rate of interest on this Note will change automatically without notice to the Borrower, effective on the date of any such change. The Default Rate herein shall continue to apply whether or not judgment shall be entered on this Note. 6. Prepayment. The indebtedness evidenced by this Note may be prepaid in whole or in part at any time without penalty. 6 7. Other Loan Documents. This Note is issued in connection with a letter agreement dated March 9, 1994, the terms of which are incorporated herein by reference (the "Loan Documents"). 8. Events of Default. The occurrence of any of the following events will be deemed to be an "Event of Default" under this Note: (i) the nonpayment of any principal, interest or other indebtedness under this Note when due; (ii) the occurrence of any event of default or default and the lapse of any notice or cure period under any other debt, liability or obligation to the Bank of Borrower, including but not limited to any of the foregoing arising under the Loan Documents or any other documents now or in the future securing the obligations of Borrower to the Bank; (iii) the filing by or against Borrower of any proceeding in bankruptcy, receivership, insolvency, reorganization, liquidation, conservator- ship or similar proceeding, or any assignment by Borrower for the benefit of creditors, or any levy, garnishment, attachment or similar proceeding is instituted against any property of Borrower held by or deposited with the Bank; (iv) a default with respect to any other indebtedness of Borrower for borrowed money, if the effect of such default is to cause or permit the acceleration of such debt; (v) the commencement of any foreclosure proceeding, execution or attachment against any collateral securing the obligations of Borrower to the Bank; (vi) the entry of a final judgment against Borrower in an amount in excess of $10,000,000 and the failure of such Borrower or Guarantor to discharge the judgment within ten days of the entry thereof; (vii) any material adverse change in the business, assets, operations or financial condition of Borrower; (viii) any representation or warranty made by Borrower to the Bank in any document, including but not limited to the Loan Documents or any other documents now or in the future securing the obligations of Borrower to the Bank, is false, erroneous or misleading in any material respect; or (ix) the failure of Borrower to observe or perform any covenant or other agreement with the Bank contained in any document, including but not limited to the Loan Documents or any documents now or in the future securing the obligations of Borrower to the Bank. Upon the occurrence of an Event of Default: (a) the Bank shall be under no further obligation to make advances hereunder; (b) if an Event of Default specified in clause (iii) above shall occur, the outstanding principal balance and accrued interest hereunder together with any additional amounts payable hereunder shall be immediately due and payable without demand or notice of any kind; (c) if any other Event of Default shall occur, the outstanding principal balance and accrued interest hereunder together with any additional amounts payable hereunder, at the option of the Bank and without demand or notice of any kind, may be accelerated and become immediately due and payable; (d) at the option of the Bank, this Note will bear interest at the Default Rate from the date of the occurrence of the Event of Default; and (e) the Bank may exercise from time to time any of the rights and remedies available to the Bank under the Loan Documents or under applicable law. 7 9. Power to Confess Judgment. The Borrower hereby empowers any attorney of any court of record within the Commonwealth of Pennsylvania, after the occurrence of any Event of Default hereunder, to appear for the Borrower and, with or without complaint filed, confess judgment, or a series of judgments, against the Borrower in favor of the Bank or any holder hereof for the entire principal balance of this Note and all accrued interest, together with costs of suit and an attorney's commission of the greater of 10% of such principal and interest or $1,000 added as a reasonable attorney's fee, and for doing so this Note or a copy verified by affidavit shall be a sufficient warrant. The Borrower hereby forever waives and releases all errors in said proceedings and all rights of appeal and all relief from any and all appraisement, stay or exemption laws of any state now in force or hereafter enacted. Interest on any such judgment shall accrue at the Default Rate. No single exercise of the foregoing power to confess judgment, or a series of judgments, shall be deemed to exhaust the power, whether or not any such exercise shall be held by any court to be invalid, voidable, or void, but the power shall continue undiminished and it may be exercised from time to time as often as the Bank shall elect until such time as the Bank shall have received payment in full of the debt, interest and costs. 10. Miscellaneous. No delay or omission of the Bank to exercise any right or power arising hereunder shall impair any such right or power or be considered to be a waiver of any such right or power or any acquiescence therein nor shall the action or inaction of the Bank impair any right or power resulting therefrom. The Borrower agrees to pay on demand, to the extent permitted by law, all costs and expenses incurred by the Bank in the enforcement of its rights in this Note and any security therefor, including without limitation reasonable fees and expenses of the Bank's counsel. If any provision of this Note is found to be invalid by a court, all the other provisions of this Note will remain in full force and effect. The Borrower hereby forever waives presentment, demand, protest, notice of dishonor, notice of nonpayment or default and any other notices of any kind. The Borrower also waives all defenses based on suretyship or impairment of collateral. If this Note is executed by more than one Borrower, the obligations of such persons or entities hereunder will be joint and several. This Note and the Loan Documents, specifically including but not limited to the covenants contained in paragraph 5 therein, shall bind the Borrower and the heirs, executors, personal representatives, administrators, successors and assigns of the Borrower, and the benefits hereof shall inure to the benefit of Bank and its successors and assigns. All references herein to the "Borrower" and "Bank" shall be deemed to apply to the Borrower and Bank and their respective heirs, executors, personal representatives, administrators, successors and assigns. 8 This Note has been delivered to and accepted by the Bank and will be deemed to be made in the Commonwealth of Pennsylvania. This Note will be interpreted and the rights and liabilities of the parties hereto determined in accordance with the laws of the Commonwealth of Pennsylvania, excluding its conflict of laws rules. The Borrower hereby agrees to the jurisdiction of any state or federal court located within the county where the Bank's office identified above is located, or such other venue as the Bank chooses, and consents that all service of process be sent by nationally recognized overnight courier service directed to Borrower at the Borrower's address set forth herein and service so made will be deemed to be completed on the business day after deposit with such courier; provided that nothing contained herein will prevent the Bank from bringing any action or exercising any rights against any security or against the Borrower individually, or against any property of the Borrower within any other state or nation to enforce any award or judgment obtained in the venue specified above, or such other venue as the Bank chooses. The Borrower waives any objection to venue and any objection based on a more convenient forum in any action instituted hereunder. 11. Replacement Note. This Note supersedes and is a replacement for a Note in the principal amount of $350,000,000 payable to Bank dated December 14, 1993 (the "Original Note"). However, without duplication, this Note shall in no way extinguish Borrower's unconditional obligation to repay all indebtedness evidenced by the Original Note. 12. WAIVER OF JURY TRIAL. THE BORROWER IRREVOCABLY WAIVES ANY AND ALL RIGHTS THE BORROWER MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE RELATING TO THIS NOTE, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS NOTE OR ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS. THE BORROWER ACKNOWLEDGES THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY The Borrower acknowledges that it has read and understood all the provisions of this Note, including the confession of judgment and waiver of jury trial, and has been advised by counsel as necessary or appropriate. 9 WITNESS the due execution and sealing hereof with the intent to be legally bound hereby. Witness: /s/ /s/ ------------------------ -------------------------------- Walter H. Annenberg EX-7 3 EXHIBIT 7(B) 1 Exhibit 7(b) This will and codicil of Moses L. Annenberg (who died July 20, 1942) have been probated in the Office of the Register of Wills of Philadelphia County. The will is dated May 24, 1940; the codicil thereto is dated July 7, 1942. Paragraph IIIB of the codicil established a continuing trust for the benefit of the decedent's wife, his seven daughters, Walter H. Annenberg and their respective lineal descendants. The will appoints Walter H. Annenberg initially as the sole trustee to administer the trust. As trustee, Walter H. Annenberg, by terms of the will, has the power: "...to invest any money at any time held in such trust and not for prompt distribution in such bonds, stocks, notes...as trustee shall consider for the best interest of such trust...so long as the trustee shall consider such action for the best interest of such trust estate." The administration of this trust continues under the jurisdiction of the Orphans' Court Division of the Court of Common Pleas, Philadelphia County, Pennsylvania. Walter H. Annenberg has qualified and remains as the sole trustee. 2 On March 3, 1961, Lita A. Hazen, sister of Walter H Annenberg, as settlor created an irrevocable trust for the benefit of Gwynne Hazen Cherry (her daughter) and her descendants. Walter H. Annenberg was designated as and continues to serve as sole trustee. The trust agreement provides that as sole trustee, he has the power to: "...invest and reinvest in and to acquire by exchange property of any character including by way of illustration but not of limitation, bonds, notes, debentures, mortgages, certificates of deposit, shares or interests in investment trusts, shares or interests in common trust funds, and capital, common and preferred stocks without regard to the proportion such property or similar property held may bear to the entire amount held and whether or not the same is of the class in which fiduciaries are authorized by law or any rule of court to invest funds". The trust is under the jurisdiction of the Orphans' Court Division of the Court of Common Pleas, Montgomery County, Pennsylvania. On March 3, 1961, Lita A. Hazen, sister of Walter H. Annenberg, as settlor created an irrevocable trust for the benefit of Alison Cecilia Cherry (now Alison Cherry Zuber), her granddaughter, and her descendants. Walter H. Annenberg was designated as and continues to serve as sole trustee. The trust agreement provides that as sole trustee, he has the power to: "...invest and reinvest in and to acquire by exchange property of any character including by way of illustration but not of limitation, bonds, notes, debentures, mortgages, certificates of deposit, shares or interests in investment trusts, shares or interests in common trust funds, and capital, common and preferred stocks without regard to the proportion such property or similar property held may bear to the entire amount held and whether or not the same is of the class in which fiduciaries are authorized by law or any rule of court to invest funds". The trust is under the jurisdiction of the Orphans' Court Division of the Court of Common Pleas, Montgomery County, Pennsylvania. On March 3, 1961, Lita A. Hazen, sister of Walter H. Annenberg, as settlor created an irrevocable trust for the benefit of Adam Zachary Cherry, her grandson, and his descendants. Walter H. Annenberg was designated as and continues to serve as sole trustee. The trust agreement provides that as trustee, he has the power to: "...invest and reinvest in and to acquire by exchange property of any character including by way of illustration but not of limitation, bonds, notes, debentures, mortgages, certificates of deposit, shares or interests in investment trusts, shares or interests in common trust funds, and capital, common and preferred stocks without regard to the proportion such property or similar property held may bear to the entire amount held and whether or not the same is of the class in which fiduciaries are authorized by law or any rule of court to invest funds". The trust is under the jurisdiction of the Orphans' Court Division of the Court of Common Pleas, Montgomery County, Pennsylvania. On December 29, 1976, Lita A. Hazen, sister of Walter H. Annenberg, as settlor created an irrevocable trust for the benefit of Alison Cherry (now Alison Cherry Zuber) her granddaughter, and her descendants. Walter H. Annenberg and Harry C. Coles, Jr., were designated as co-trustees. Harry C. Coles, Jr., resigned on January 28, 1977. Walter H. Annenberg continues to serve as sole trustee. The trust agreement provides that as sole trustee, he has the power to: "...invest and reinvest in and to acquire by exchange property of any character including by way of illustration but not of limitation, bonds, notes, debentures, mortgages, certificates of deposit, shares or interests in investment trusts, shares or interests in common trust funds, and capital, common and preferred stocks without regard to the proportion such property or similar property held may bear to the entire amount held and whether or not the same is of the class in which fiduciaries are authorized by law or any rule of court to invest funds". The trust is under the jurisdiction of the Orphans' Court Division of the Court of Common Pleas, Montgomery County, Pennsylvania. On December 29, 1976, Lita A. Hazen, sister of Walter H. Annenberg, as settlor created an irrevocable trust for the benefit of Adam Cherry, her grandson, and his descendants. Walter H. Annenberg and Harry C. Coles, Jr., were designated as co-trustees. Harry C. Coles, Jr., resigned on January 28, 1977. Walter H. Annenberg continues to serve as sole trustee. The trust agreement provides that as sole trustee, he has the power to: "...invest and reinvest in and to acquire by exchange property of any character including by way of illustration but not of limitation, bonds, notes, debentures, mortgages, certificates of deposit, shares or interests in investment trusts, shares or interests in common trust funds, and capital, common and preferred stocks without regard to the proportion such property or similar property held may bear to the entire amount held and whether or not the same is of the class in which fiduciaries are authorized by law or any rule of court to invest funds". The trust is under the jurisdiction of the Orphans' Court Division of the Court of Common Pleas, Montgomery County, Pennsylvania. 3 On July 27, 1976, Harriett A. Ames, the sister of Walter H. Annenberg, died leaving a last Will and Testament (the "Will") consisting of her Will dated January 28, 1976 and a First Codicil thereto dated February 13, 1976 of which trusts were created for the benefit of Steven Ames, her son, and Dana Ames Grossman (now Dana Ames Hammond), her granddaughter. The Will appoints Walter H. Annenberg as the sole trustee to administer the trusts. As trustee, Walter H. Annenberg, by terms of the Will, has power: "To hold and retain any property...in the same form of investment as that in which they received it, without regard as to whether or not such investments are of the character permitted by law as investments by fiduciaries, and to invest and reinvest...any part or all of any trust fund,...,in such manner as my Executors and/or Trustee, in their discretion, shall deem advisable, without being limited in their investments to those securities or property which otherwise would alone be lawful for them to invest in as such fiduciaries, and without any duty or obligation to diversify said investments;...;" The administration of said trusts continues under the jurisdiction of the Surrogate's Court of the County of New York, New York. -----END PRIVACY-ENHANCED MESSAGE-----