0001144204-12-069495.txt : 20121226 0001144204-12-069495.hdr.sgml : 20121224 20121226071059 ACCESSION NUMBER: 0001144204-12-069495 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20121220 FILED AS OF DATE: 20121226 DATE AS OF CHANGE: 20121226 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: EPOCH HOLDING CORP CENTRAL INDEX KEY: 0000351903 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 201938886 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 640 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-303-7200 MAIL ADDRESS: STREET 1: 640 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: J NET ENTERPRISES INC DATE OF NAME CHANGE: 20010123 FORMER COMPANY: FORMER CONFORMED NAME: JACKPOT ENTERPRISES INC DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PRIEST WILLIAM W CENTRAL INDEX KEY: 0001022394 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09728 FILM NUMBER: 121283767 MAIL ADDRESS: STREET 1: EPOCH HOLDING CORPORATION STREET 2: 640 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 4 1 v330903_4.xml OWNERSHIP DOCUMENT X0306 4 2012-12-20 0 0000351903 EPOCH HOLDING CORP EPHC 0001022394 PRIEST WILLIAM W EPOCH HOLDING CORPORATION 640 FIFTH AVENUE NEW YORK NY 10019 1 1 0 0 Chief Executive Officer Common Stock 2012-12-20 4 J 0 1245775 0 D 79509 D Common Stock 2012-12-20 4 J 0 528703 0 D 0 I By Spouse Common Stock 2012-12-20 4 J 0 240683 0 D 0 I By Family Trust Common Stock 2015161 I By Trust The reporting person transferred 1,245,775 shares to The Priest and Bristor Family Trust u/a/d December 17, 2012 (the "Trust"). Mr. Priest is a Trustee of the Trust and continues to have power to vote and dispose of the shares. The reporting person's spouse transferred 528,703 shares to The Priest and Bristor Family Trust u/a/d December 17, 2012 (the "Trust"). Mr. Priest is a Trustee of the Trust and continues to have power to vote and dispose of the shares. The reporting person's family trust transferred 240,683 shares to The Priest and Bristor Family Trust u/a/d December 17, 2012 (the "Trust"). Mr. Priest is a Trustee of the Trust and continues to have power to vote and dispose of the shares. The reporting person is a party to the Voting and Support Agreement, dated December 6, 2012 (the "Voting Agreement"), with The Toronto-Dominion Bank ("TD"), which was entered into in connection with the Agreement and Plan of Merger, dated as of December 6, 2012, among Epoch Holding Corporation, TD and Empire Merger Sub, Inc. Pursuant to the Voting Agreement, the reporting person has agreed, among other things: (i) to vote the shares held by him in favor of the adoption of the Merger Agreement and against any alternative proposal; and (continued on footnote 5) (ii) not to transfer any shares, subject to certain exceptions, including an exception permitting the reporting person to transfer shares in connection with bona fide estate and tax planning purposes to the reporting person's immediate family or to any trust established for the benefit of the reporting person and/or one or more members of the reporting person's immediate family, subject to the transferee agreeing in writing (in form and substance reasonably acceptable to TD) to be bound by the terms of the Voting Agreement. The shares covered by this report were transferred pursuant to such exception and each of the transferees has agreed to be bound by the terms of the Voting Agreement. /s/ William W. Priest 2012-12-24