4 1 form4_040402.txt FORM 4 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
[x] Check this box if no longer Filed pursuant to Section 16(a) of the Securities Exchange subject to Section 16. Form 4 Act of 1934, Section 17(a) of the Public Utility or Form 5 obligations may Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 continue. See Instruction 1(b). (Print or Type Responses) ------------------------------------------------------------------------------------------------------------------------------------ 1. Name and Address of 2. Issuer Name and Ticker or Trading Symbol 6.Relationship of Reporting Persons to Issuer Reporting Person* (Check all applicable) Goelet, LLC(2) Pogo Producing Company (PPP) ___ Director ___ 10% Owner -------------------------------------------------------------------------------- ___ Officer (give X Other (specify (Last) (First) (Middle) 3. IRS or Social 4. Statement for title --- below) Security Number of Month/Year: March 2002 below) Reporting Person (Voluntary) (Reporting persons are no longer 10% holders) 425 Park Avenue, 28th Floor -------------------------------- ----------------------------------------------------------------------------- (Street) 5. If Amendment, Date of 7. Individual or Joint/Group Filing (Check Original (Month/Year) Applicable Line) Form filed by One Reporting Person ----- New York, New York 10022 X Form filed by More than One Reporting ---- Person ------------------------------------------------------------------------------------------------------------------------------------ (City) (State) (Zip) Table I--Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned ------------------------------------------------------------------------------------------------------------------------------------ 5. Amount of 6. Owner- 7. Nature 1.Title of Security 2. Trans- 3.Transac- 4. Securities Acquired (A) Securities ship of (Instr. 3) action tion Code or Disposed of (D) Beneficially Form: Indirect Date (Instr. 8) (Instr. 3, 4 and 5) Owned at Direct Bene- End of (D) or ficial (Month/ Month Indirect Owner- Day/ Code V Amount (A) or Price (Instr. 3 (I) ship Year) (D) and 4) (Instr.4) (Instr. 4) ----------------------------------------------------------------------------------------------------------------------------------- Common Stock (1) 2/5 - S 1,000,000 D $25.66 (3) 5,154,948 (4) D (4) (4) 3/6/02 ----------------------------------------------------------------------------------------------------------------------------------- Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. ----------------------------------------------------------------------------------------------------------------------------------- * If the form is filed by more than one reporting person, see Instruction 4(b)(v). Page 1 of 29
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FORM 4 (continued) TABLE II--Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of 2. Conver- 3. Trans- 4. Trans- 5. Number of 6. Date Exer- 7. Title and 8.Price 9. Number 10.Owner- 11. Na- Deriva- sion or action action Derivative cisable and Amount of of of De- ship ture tive Exercise Date Code Securities Expiration Under- Deriv- rivative Form of In- Security Price (Month/ (Instr. Acquired Date (Month/ lying ative Securi- of direct (Instr. 3) of Day/ 8) (A) or Day/Year) Securities Secur- ties Deriva- Bene- Deri- Year) Disposed of (Instr. 3 ity Benefi- tive Se- ficial vative (D) (Instr. and 4) (Instr. 5) cially curity: Own- Security 3, 4 and 5) Owned at Direct ership End of (D) or (Instr. Month Indirect 4) (Instr. 4) (I) (Instr. 4) Code V (A) (D) Date Expira- Title Amount or Exer- tion Number of cis- Date Shares able
Page 3 of 29 Explanation of Responses: (1) The class of equity securities to which this joint statement on Form 4 relates is the common stock, par value $1.00 per share (the "Shares") of Pogo Producing Company, a Delaware corporation ("Pogo") with its principal executive offices at 5 Greenway Plaza, Suite 2700, Houston, Texas 77046. (2) This statement is filed on behalf of the group of former shareholders of NORIC Corporation, a New York corporation ("NORIC"), consisting of certain trusts for the benefit of the descendants of Robert Walton Goelet, the trustees of these trusts, as well as Arthur Field and Gilbert Kerlin, all listed below (collectively, the "Group"). If no address is given, the person's business address is c/o Goelet, LLC, 425 Park Avenue, 28th floor, New York, New York 10022. Members of the Group sold a total of 1,000,000 shares of Pogo Common Stock in market transactions through a broker-dealer from February 5, 2002 to March 6, 2002. In the aggregate, the Group now beneficially owns 5,154,948 Shares. Robert G. Goelet, Philip Goelet, Edmond de La Haye Jousselin, John H. Manice and Pamela Manice are trustees of the following trusts for the benefit of Beatrice G. Manice: (i) Trust under Agreement dated August 26, 1930, (ii) Trust under Agreement dated July 27, 1935, and (iii) Trust under the Will of Robert Walton Goelet. Alexandra C. Goelet, Philip Goelet and Edmond de La Haye Jousselin are trustees of the following trusts for the benefit of Robert G. Goelet: (i) Trust under Agreement dated August 26, 1930, and (ii) Trust under the Will of Robert Walton Goelet. In addition, Robert G. Goelet is a trustee of the trust under the Will of Robert Walton Goelet for the benefit of Robert G. Goelet. Alexandra C. Goelet, Philip Goelet, Edmond de La Haye Jousselin, Alexandra Gardiner Goelet and Robert Gardiner Goelet are trustees under the trust dated July 27, 1935 for the benefit of Robert G. Goelet. Robert G. Goelet, Philip Goelet and Edmond de La Haye Jousselin are trustees of the trust under Agreement dated July 27, 1935 for the benefit of Francis Goelet. Robert G. Goelet, Christopher Goelet, Philip Goelet, Edmond de La Haye Jousselin and Robert S. Rich are trustees of the following trusts for the benefit of John Goelet: (i) Trust under Agreement dated December 18, 1931, (ii) Trust under Agreement dated July 27, 1935 and (iii) Trust under the Will of Robert Walton Goelet. Henrietta Goelet and Robert S. Rich are trustees of the trust under Agreement dated December 17, 1976 for the benefit of grandchildren of John Goelet. Amelia M. Berkowitz, Robert G. Goelet, Philip Goelet and Edmond de La Haye Jousselin are trustees of the trust under Agreement dated September 4, 1980 for the benefit of Anne de La Haye Jousselin. John H. Manice's business address is c/o Strategen, LLC, 405 Park Avenue, Suite 1701, New York, NY 10022. Robert G. Manice's business address is 305 Newbury Street, Boston, MA 02116. Philip Goelet's business address is c/o Red Abbey, LLC, 2330 West Joppa Road, Suite 330, Lutherville, MD 21093. Christopher Goelet's business address is c/o Red Abbey, LLC, 2330 West Joppa Road, Suite 330, Lutherville, MD 21093. Gilbert Kerlin's business address is c/o Shearman & Sterling, 599 Lexington Avenue, New York, NY 10022. Arthur N. Field's business address is c/o GxG Management, LLC, 444 Madison Avenue, 19th Floor, Page 4 of 29 New York, NY 10022. Edmond de La Haye Jousselin's business address is c/o 55 Rue de La Boetie, Paris 75008, France. Robert S. Rich's business address is c/o The Antelope Company, 555 Seventeenth Street, Suite 2400, Denver, CO 80202. The business address of Goelet, LLC is 425 Park Avenue, 28th floor, New York, NY 10022. Alexandra Gardiner Goelet's business address is c/o JP Morgan Chase & Co., 270 Park Avenue, New York, NY 10017. Page 5 of 29 (3) $25.66 is the weighted average per Share sale price in the sales of Shares reported herein. The numbers of Shares sold by each member of the Group, the weighted average sales price per Share for sales by such Group member and the number of Shares held by each such Group member after giving effect to those sales are as set forth in Schedule I attached hereto. (4) The Trust under Agreement dated August 26, 1930 for the benefit of Beatrice G. Manice is the direct beneficial owner of 697,047 Shares. The Trust under Agreement dated July 27, 1935 for the benefit of Beatrice G. Manice is the direct beneficial owner of 224,051 Shares. The Trust under the Will of Robert Walton Goelet for the benefit of Beatrice G. Manice is the direct beneficial owner of 149,367 Shares. The Trust under Agreement dated August 26, 1930 for the benefit of Robert G. Goelet is the direct beneficial owner of 1,005,270 Shares. The Trust under Agreement dated July 27, 1935 for the benefit of Robert G. Goelet is the direct beneficial owner of 323,123 Shares. The Trust under the Will of Robert Walton Goelet for the benefit of Robert G. Goelet is the direct beneficial owner of 323,122 Shares. The Trust under Agreement dated July 27, 1935 for the benefit of Francis Goelet is the direct beneficial owner of 224,051 Shares. The Trust under Agreement dated December 18, 1931 for the benefit of John Goelet is the direct beneficial owner of 388,738 Shares. The Trust under Agreement dated December 17, 1976 for the benefit of grandchildren of John Goelet is the direct beneficial owner of 67,237 Shares. The Trust under Agreement dated July 27, 1935 for the benefit of John Goelet is the direct beneficial owner of 166,602 Shares. The Trust under the Will of Robert Walton Goelet for the benefit of John Goelet is the direct beneficial owner of 178,835 Shares. The Trust under the Agreement dated December 4, 1980 for the benefit of Anne de La Haye Jousselin is the direct beneficial owner of 46,774 Shares. RGG Limited Partnership is the direct beneficial owner of 385,637 Shares. Robert G. Goelet beneficially owns 0 Shares directly, 439,491 Shares through the RGG Limited Partnership, a Delaware limited partnership, and the following number of Shares indirectly as trustee of the following trusts: (a) the Trust under Agreement dated August 26, 1930 for the benefit of Beatrice G. Manice (697,047 Shares); (b) the Trust under Agreement dated July 27, 1935 for the benefit of Beatrice G. Manice (224,051 Shares); (c) the Trust under the Will of Robert Walton Goelet for the benefit of Beatrice G. Manice (149,367 Shares); (d) the Trust under Agreement dated July 27, 1935 for the benefit of Francis Goelet (224,051 Shares); (e) the Trust under Agreement dated December 18, 1931 for the benefit of John Goelet (388,738 Shares); (f) the Trust under Agreement dated July 27, 1935 for the benefit of John Goelet (166,602 Shares); (g) the Trust under the Will of Robert Walton Goelet for the benefit of John Goelet (178,835 Shares); and (h) the Trust under Agreement dated September 4, 1980 for the benefit of Anne de La Haye Jousselin (46,774 Shares). John H. Manice beneficially owns 24,482 Shares directly and the following number of Shares indirectly as trustee of the following trusts: (a) Trust under Agreement dated August 26, 1930 for the benefit of Beatrice G. Manice (697,047 Shares); (b) the Trust under Agreement dated July 27, 1935 for the benefit of Beatrice G. Manice (224,051 Shares); and (c) the Trust under the Will of Robert Walton Goelet for the benefit of Beatrice G. Manice (149,367 Shares). Robert G. Manice beneficially owns 8,697 Shares directly and 2,589 Shares indirectly as custodian for his minor children, Henry W. Manice, Emily P. Manice and Harriet W. Manice under the New Page 6 of 29 York Uniform Transfers to Minors Act. Amelia M. Berkowitz beneficially owns 22,060 Shares directly and 46,774 Shares indirectly as trustee of the Trust under Agreement dated September 4, 1980, as amended, for the benefit of Anne de la Haye Jousselin. Alexandra Gardiner Goelet beneficially owns 0 Shares directly and 323,123 Shares indirectly as trustee of the Trust under Agreement dated July 27, 1935 for the benefit of Robert G. Goelet. Robert Gardiner Goelet beneficially owns 0 Shares directly and 323,123 Shares indirectly as trustee of the Trust under Agreement dated July 27, 1935 for the benefit of Robert G. Goelet. Pamela Manice beneficially owns 24,299 Shares directly and the following number of Shares indirectly as trustee of the following trusts: (a) the Trust under Agreement dated August 26, 1930 for the benefit of Beatrice G. Manice (697,047 Shares); (b) the Trust under Agreement dated July 27, 1935 for the benefit of Beatrice G. Manice (224,051 Shares); and (c) the Trust under the Will of Robert Walton Goelet for the benefit of Beatrice G. Manice (149,367 Shares). Phillip Goelet beneficially owns 42,298 Shares directly and the following number of Shares indirectly as trustee of the following trusts: (a) the Trust under Agreement dated December 18, 1931 for the benefit of John Goelet (388,738 Shares); (b) the Trust under Agreement dated July 27, 1935 for the benefit of John Goelet (166,602 Shares); (c) the Trust under the Will of Robert Walton Goelet for the benefit of John Goelet (178,835 Shares); (d) the Trust under Agreement dated August 26, 1930 for the benefit of Beatrice G. Manice (697,047 Shares); (e) the Trust under Agreement dated July 27, 1935 for the benefit of Beatrice G. Manice (224,051 Shares); (f) the Trust under the Will of Robert Walton Goelet for the benefit of Beatrice G. Manice (149,367 Shares); (g) the Trust under Agreement dated August 26, 1930 for the benefit of Robert G. Goelet (1,005,270 Shares); (h) the Trust under Agreement dated July 27, 1935 for the benefit of Robert G. Goelet (323,123 Shares); (i) the Trust under the Will of Robert Walton Goelet for the benefit of Robert G. Goelet (323,122 Shares); (j) the Trust under Agreement dated July 27, 1935 for the benefit of Francis Goelet (244,051 Shares); and (k) the Trust under Agreement dated September 4, 1980, as amended, for the benefit of Anne de La Haye Jousselin (46,774 Shares). Christopher Goelet beneficially owns 41,155 Shares directly and the following number of Shares indirectly as trustee of the following trusts: (a) the Trust under Agreement dated December 18, 1931 for the benefit of John Goelet (388,738 Shares); (b) the Trust under Agreement dated July 27, 1935 for the benefit of John Goelet (166,602 Shares); and (c) the Trust under the Will of Robert Walton Goelet for the benefit of John Goelet (178,835 Shares). Alexandra C. Goelet beneficially owns 0 Shares directly and the following number of Shares indirectly as trustee of the following trusts: (a) the Trust under Agreement dated August 26, 1930 for the benefit of Robert G. Goelet (1,005,270 Shares); (b) the Trust under Agreement dated July 27, 1935 for the benefit of Robert G. Goelet (323,123 Shares); and (c) the Trust under the Will of Robert Walton Goelet for the benefit of Robert G. Goelet (323,122 Shares). Henrietta Goelet beneficially owns 67,237 Shares indirectly by herself as trustee of the Trust under Agreement dated December 17, 1976 for the benefit of grandchildren of John Goelet. Edmond de La Haye Jousselin beneficially owns 0 Shares directly and the following number of Shares indirectly as trustee of the following trusts: (a) the Trust under Agreement dated December 18, 1931 for the benefit of John Goelet (388,738 Shares); (b) the Trust under Agreement dated July 27, 1935 for the benefit of John Goelet (166,602 Shares); (c) the Trust under the Will of Robert Walton Goelet for the benefit of John Goelet (178,835 Shares); (d) the Trust under Agreement dated August 26, 1930 for the benefit of Beatrice G. Manice (697,047 Shares); (e) the Trust under Agreement dated July 27, 1935 for the benefit of Beatrice G. Manice (244,051 Shares); (f) the Trust under the Will of Robert Walton Goelet for the benefit of Beatrice G. Manice (149,367 Shares); (g) the Trust under Agreement dated August 26, 1930 for the benefit of Robert G. Goelet (1,005,270 Shares); (h) the Trust under Agreement dated July 27, 1935 for the benefit of Robert G. Goelet (323,123 Shares); (i) the Trust under the Will of Robert Walton Goelet for the benefit of Robert G. Goelet (323,122 Shares); (j) the Trust under Agreement dated July 27, 1935 for the benefit of Page 7 of 29 Francis Goelet (224,051 Shares); and (k) the Trust under Agreement dated September 4, 1980, as amended, for the benefit of Anne de La Haye Jousselin (46,774 Shares). Gilbert Kerlin beneficially owns 747,546 Shares directly. Arthur N. Field beneficially owns 8,114 Shares directly. Robert S. Rich owns 0 Shares directly and the following number of Shares indirectly as trustee of the following trusts: (a) Trust under Agreement dated December 18, 1931 for the benefit of John Goelet (388,738 Shares); (b) Trust under Agreement dated July 27, 1935 for the benefit of John Goelet (166,602 Shares); (c) Trust under will of Robert Walton Goelet for the benefit of John Goelet (178,835 Shares); and (d) Trust under Agreement dated December 17, 1976 for the benefit of grandchildren of John Goelet (67,237 Shares). The filing of this Form 4 shall not be deemed as an admission that the members of the Group, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, are the beneficial owners of the Shares reported by them under this Form 4, and accordingly, they disclaim beneficial ownership of the following Shares: (a) the Trust under Agreement dated August 26, 1930 for the benefit of Beatrice G. Manice disclaims beneficial ownership of 4,457,901 Shares, (b) the Trust under Agreement dated July 27, 1935 for the benefit of Beatrice G. Manice disclaims beneficial ownership of 4,930,897 Shares, (c) the Trust under the Will of Robert Walton Goelet for the benefit of Beatrice G. Manice disclaims beneficial ownership of 5,005,581 Shares, (d) the Trust under Agreement dated August 26, 1930 for the benefit of Robert G. Goelet disclaims beneficial ownership of 4,149,678 Shares, (e) the Trust under Agreement dated July 27, 1935 for the benefit of Robert G. Goelet disclaims beneficial ownership of 4,831,825 Shares, (f) the Trust under the Will of Robert Walton Goelet for the benefit of Robert G. Goelet disclaims beneficial ownership of 4,831,826 Shares, (g) the Trust under Agreement dated July 27, 1935 for the benefit of Francis Goelet disclaims beneficial ownership of 4,930,897 Shares, (h) the Trust under Agreement dated December 18, 1931 for the benefit of John Goelet disclaims beneficial ownership of 4,766,210 Shares, (i) the Trust under Agreement dated December 17, 1976 for the benefit of grandchildren of John Goelet disclaims beneficial ownership of 5,087,711 Shares, (j) the Trust under Agreement dated July 27, 1935 for the benefit of John Goelet disclaims beneficial ownership of 4,988,246 Shares, (k) the Trust under the Will of Robert Walton Goelet for the benefit of John Goelet disclaims beneficial ownership of 4,976,113 Shares, (l) the Trust under Agreement dated September 4, 1980 for the benefit of Anne de La Haye Jousselin disclaims beneficial ownership of 5,108,174 Shares, (m) Robert G. Goelet disclaims beneficial ownership of 4,715,457 Shares, Page 8 of 29 (n) John H. Manice disclaims beneficial ownership of 5,130,466 Shares, (o) Robert G. Manice disclaims beneficial ownership of 5,146,251 Shares (the Shares beneficially owned by Robert G. Manice also include 2,589 Shares held by him as custodian for his three minor children under the New York Uniform Transfers to Minors Act), (p) Amelia M. Berkowitz disclaims beneficial ownership of 5,132,888 Shares, (q) Pamela Manice disclaims beneficial ownership of 5,130,649 Shares, (r) Philip Goelet disclaims beneficial ownership of 5,112,650 Shares, (s) Christopher Goelet disclaims beneficial ownership of 5,113,793 Shares, (t) Gilbert Kerlin disclaims beneficial ownership of 4,407,402 Shares, (u) Arthur N. Field disclaims beneficial ownership of 5,146,834 Shares, (v) Alexandra Gardiner Goelet disclaims beneficial ownership of 5,154,948 Shares, (w) Henrietta Goelet disclaims beneficial ownership of 5,154,948 Shares, (x) Edmond de La Haye Jousselin disclaims beneficial ownership of 5,154,948 Shares, (y) Robert S. Rich disclaims beneficial ownership of 5,154,948 Shares, (z) RGG Limited Partnership disclaims beneficial ownership of 4,715,457 Shares, (aa) Goelet, LLC disclaims beneficial ownership of all 5,154,948 Shares, (bb) Robert Gardiner Goelet disclaims beneficial ownership of 5,154,948 Shares, and (cc) Alexandra C. Goelet disclaims beneficial ownership of 5,154,948 Shares. April 8, 2002 Page 9 of 29 ROBERT G. GOELET /s/ Robert G. Goelet* -------------------------------- As Trustee of (a) the Trust u/a dated August 26, 1930 f/b/o Beatrice G. Manice; (b) the Trust u/a dated July 27, 1935 f/b/o Beatrice G. Manice; (c) the Trust u/w of Robert Walton Goelet f/b/o Beatrice G. Manice; (d) the Trust u/w of Robert Walton Goelet f/b/o Robert G. Goelet; (e) the Trust u/a dated July 27, 1935 f/b/o Francis Goelet; (f) the Trust u/a dated December 18, 1931 f/b/o John Goelet; (g) the Trust u/a dated July 27, 1935 f/b/o John Goelet; (h) the Trust u/w of Robert Walton Goelet f/b/o John Goelet; and (i) the Trust u/a dated September 4, 1980, as amended, f/b/o Anne de La Haye Jousselin Page 10 of 29 JOHN H. MANICE /s/ John H. Manice* ----------------------- Individually, and as Trustee of (a) the Trust u/a dated August 26, 1930 f/b/o Beatrice G. Manice; (b) the Trust u/a dated July 27, 1935 f/b/o Beatrice G. Manice; and (c) the Trust u/w of Robert Walton Goelet f/b/o Beatrice G. Manice Page 11 of 29 ROBERT G. MANICE /s/ Robert G. Manice* ---------------------------- Individually, and as custodian for Henry W. Manice, Emily P. Manice and Harriet W. Manice under the New York Uniform Transfers to Minors Act Page 12 of 29 AMELIA M. BERKOWITZ /s/ Amelia M. Berkowitz* ---------------------------- Individually and as Trustee of the Trust u/a dated September 4, 1980, as amended, f/b/o Anne de La Haye Jousselin Page 13 of 29 PAMELA MANICE /s/ Pamela Manice* ------------------------------ Individually and as Trustee of (a) the Trust u/a dated August 26, 1930 f/b/o Beatrice G. Manice; (b) the Trust u/a dated July 27, 1935 f/b/o Beatrice G. Manice; and (c) the Trust u/w of Robert Walton Goelet f/b/o Beatrice G. Manice Page 14 of 29 RGG LIMITED PARTNERSHIP /s/ Robert G. Goelet* ------------------------- By: Robert G. Goelet Its: General Partner ROBERT GARDINER GOELET /s/ Robert Gardiner Goelet* ------------------------------- as Trustee of the Trust u/a dated July 27, 1935 f/b/o Robert G. Goelet Page 15 of 29 PHILIP GOELET /s/ Philip Goelet* -------------------------- Individually and as Trustee of (a) the Trust u/a dated August 26, 1930 f/b/o Beatrice G. Manice; (b) the Trust u/a dated July 27, 1935 f/b/o Beatrice G. Manice; (c) the Trust u/w of Robert Walton Goelet f/b/o Beatrice G. Manice; (d) the Trust u/a dated August 26, 1930 f/b/o Robert G. Goelet; (e) the Trust u/a dated July 27, 1935 f/b/o Robert G. Goelet; (f) the Trust u/w of Robert Walton Goelet f/b/o Robert G. Goelet; (g) the Trust u/a dated July 27, 1935 f/b/o Francis Goelet; (h) the Trust u/a dated December 18, 1931 f/b/o John Goelet; (i) the Trust u/a dated July 27, 1935 f/b/o John Goelet; (j) the Trust u/w of Robert Walton Goelet f/b/o John Goelet; and (k) the Trust u/a dated September 4, 1980, as amended, f/b/o Anne de La Haye Jousselin Page 17 of 29 CHRISTOPHER GOELET /s/ Christopher Goelet* -------------------------------- Individually and as Trustee of (a) the Trust u/a dated December 18, 1931 f/b/o John Goelet; (b) the Trust u/a dated July 27, 1935 f/b/o John Goelet; and (c) the Trust u/w of Robert Walton Goelet f/b/o John Goelet Page 18 of 29 GILBERT KERLIN /s/ Gilbert Kerlin* ------------------------------- Page 19 of 29 ARTHUR N. FIELD /s/ Arthur N. Field* --------------------------- Page 20 of 29 HENRIETTA GOELET /s/ Henrietta Goelet* --------------------------------- As Trustee of the Trust u/a dated December 17, 1976 f/b/o grandchildren of John Goelet Page 21 of 29 ALEXANDRA C. GOELET /s/ Alexandra C. Goelet* ------------------------------- As Trustee of (a) the Trust u/a dated August 26, 1930 f/b/o Robert G. Goelet; (b) the Trust u/a dated July 27, 1935 f/b/o Robert G. Goelet; and (c) the Trust u/w Robert Walton Goelet f/b/o Robert G. Goelet Page 22 of 29 ALEXANDRA GARDINER GOELET /s/ Alexandra Gardiner Goelet* ------------------------------- as Trustee of the Trust u/a dated July 27, 1935 f/b/o Robert G. Goelet Page 23 of 29 EDMOND DE LA HAYE JOUSSELIN /s/ Edmond De La Haye Jousselin* ------------------------------------ As Trustee of (a) the Trust u/a dated August 26, 1930 f/b/o Beatrice G. Manice; (b) the Trust u/a dated July 27, 1935 f/b/o Beatrice G. Manice; (c) the Trust u/w of Robert Walton Goelet f/b/o Beatrice G. Manice; (d) the Trust u/a dated August 26, 1930 f/b/o Robert G. Goelet; (e) the Trust u/a dated July 27, 1935 f/b/o Robert G. Goelet; (f) the Trust u/w of Robert Walton Goelet f/b/o Robert G. Goelet; (g) the Trust u/a dated July 27, 1935 f/b/o Francis Goelet; (h) the Trust u/a dated December 18, 1931 f/b/o John Goelet; (i) the Trust u/a dated July 27, 1935 f/b/o John Goelet; (j) the Trust u/w of Robert Walton Goelet f/b/o John Goelet; and (k) the Trust u/a dated September 4, 1980, as amended, f/b/o Anne de La Haye Jousselin Page 24 of 29 ROBERT S. RICH /s/ Robert S. Rich* ---------------------------------- As Trustee of (a) the Trust u/a dated December 18, 1931 f/b/o John Goelet; (b) the Trust u/a dated July 27, 1935 f/b/o John Goelet; (c) the Trust u/w of Robert Walton Goelet f/b/o John Goelet; and (d) the Trust u/a dated December 17, 1976 f/b/o grandchildren of John Goelet Page 25 of 29 GOELET, LLC /s/ Robert W. Kiley -------------------------------- By: Robert W. Kiley Its: President and Chief Operating Officer /s/ Mark Rosenbaum ----------------------------------- By: Mark Rosenbaum Its: Chief Financial Officer and Treasurer Page 26 of 29 *GOELET, LLC Attorney-in-fact /s/ Robert W. Kiley -------------------------------- By: Robert W. Kiley Its: President and Chief Operating Officer /s/ Mark Rosenbaum --------------------------------- By: Mark Rosenbaum Its: Chief Financial Officer and Treasurer ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C 1001 and 15 U.S.C 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure. SCHEDULE I
Shareholder Weighted Number ----------- Number of Average of Shares Shares Sold Price per held after ---------- Share such Sales --------- ---------- Robert G. Goelet, Philip Goelet, Edmond 308,223 $25.49 697,047 de La Haye Jousselin, John H. Manice and Pamela Manice, as Trustees under Agreement dated August 26, 1930 for the benefit of Beatrice G. Manice Robert G. Goelet, Philip Goelet, Edmond 99,072 $26.99 224,051 de La Haye Jousselin, John H. Manice and Pamela Manice, as Trustees under Agreement dated July 27, 1935 for the benefit of Beatrice G. Manice Robert G. Goelet, Philip Goelet, Edmond 66,047 $27.01 149,367 de La Haye Jousselin, John H. Manice and Pamela Manice, as Trustees of the Trust under the Will of Robert Walton Goelet for the benefit of Beatrice G. Manice Alexandra C. Goelet, Philip Goelet and -- -- 1,005,270 Edmond de La Haye Jousselin, as Trustees under Agreement dated August 26, 1930 for the benefit of Robert G. Goelet Alexandra C. Goelet, Philip Goelet, Edmond de La -- -- 323,123 Haye Jousselin, Alexandra Gardiner Goelet and Robert Gardiner Goelet, as Trustees under Agreement dated July 27, 1935 for the benefit of Robert G Goelet Alexandra C. Goelet, Philip Goelet, Robert G -- -- 323,122 Goelet and Edmond de La Haye Jousselin, as Trustees of the Trust under the Will of Robert Walton Goelet for the benefit of Robert G. Goelet Page 28 of 29 Shareholder Weighted Number ----------- Number of Average of Shares Shares Sold Price per held after ---------- Share such Sales --------- ---------- Robert G. Goelet, Philip Goelet and Edmond de La 99,072 $26.45 224,051 Haye Jousselin, as Trustees of the Trust under Agreement dated July 27, 1935 for the benefit of Francis Goelet Robert G. Goelet, Philip Goelet, Christopher 171,893 $25.00 388,738 Goelet, Edmond de La Haye Jousselin and Robert S Rich, as Trustees of the Trust under Agreement dated December 18, 1931 for the benefit of John Goelet Henrietta Goelet and Robert S. Rich, as 87,419 $25.00 67,237 Trustees of the Trust under Agreement dated December 17, 1976 for the benefit of grandchildren of John Goelet Robert G. Goelet, Philip Goelet, Christopher 73,668 $25.00 166,602 Goelet, Edmond de La Haye Jousselin and Robert S Rich, as Trustees of the Trust under Agreement dated July 27, 1935 for the benefit of John Goelet Robert G. Goelet, Philip Goelet, Christopher 21,390 $25.00 178,835 Goelet, Edmond de La Haye Jousselin and Robert S Rich, as Trustees of the Trust under the Will of Robert Walton Goelet for the benefit of John Goelet RGG Limited Partnership -- -- 439,491 John H. Manice 10,826 $25.59 24,482 Robert G. Goelet, Philip Goelet, Edmond de La Haye -- -- 46,774 Jousselin and Amelia M. Berkowitz, as Trustees of the Trust under Agreement dated September 4, 1980, as amended, for the benefit of Anne de La Haye Jousselin Robert G. Manice 3,846 $25.47 8,697 Robert G. Manice, as custodian for Henry W. Manice 381 $25.47 863 under the New York Uniform Transfers to Minors Act Page 29 of 29 Shareholder Weighted Number ----------- Number of Average of Shares Shares Sold Price per held after ---------- Share such Sales --------- ---------- Robert G. Manice, as custodian for Emily P. Manice 381 $25.47 863 under the New York Uniform Transfers to Minors Act Robert G. Manice as custodian for Harriet W. Manice 381 $25.47 863 under the New York Uniform Transfers to Minors Act Amelia M. Berkowitz 9,754 $27.59 22,060 Pamela Manice 10,745 $25.00 24,299 Philip Goelet 18,704 $25.00 42,298 Christopher Goelet 18,198 $25.00 41,155 Gilbert Kerlin -- -- 747,546 Arthur N. Field -- -- 8,114