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