-----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, G3qij2TOCf+Ma3TuQNPVNkXt1+hIiAciScS3kutl/kz2mdhMjWqqSBdN+RXupnSb VLWJVOcEBBxL58q2AqZHZQ== 0000950123-99-003425.txt : 19990420 0000950123-99-003425.hdr.sgml : 19990420 ACCESSION NUMBER: 0000950123-99-003425 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990419 GROUP MEMBERS: BANKERS TRUST CORP GROUP MEMBERS: F WILLIAM HIRT GROUP MEMBERS: H O HIRT TRUSTS GROUP MEMBERS: SUSAN HIRT HAGEN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ERIE INDEMNITY CO CENTRAL INDEX KEY: 0000922621 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 250466020 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-44061 FILM NUMBER: 99596449 BUSINESS ADDRESS: STREET 1: 100 ERIE INSURANCE PL CITY: ERIE STATE: PA ZIP: 16530 BUSINESS PHONE: 8148702000 MAIL ADDRESS: STREET 1: 100 ERIE INSURANCE PLACE CITY: ERIE STATE: PA ZIP: 16530 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BANKERS TRUST CORP CENTRAL INDEX KEY: 0000009749 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 136180473 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 130 LIBERTY ST CITY: NEW YORK STATE: NY ZIP: 10006 BUSINESS PHONE: 2122502500 MAIL ADDRESS: STREET 1: 130 LIBERTY STREET CITY: NEW YORK STATE: NY ZIP: 10006 FORMER COMPANY: FORMER CONFORMED NAME: BANKERS TRUST NEW YORK CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: BT NEW YORK CORP DATE OF NAME CHANGE: 19671107 SC 13D 1 SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ___*) Erie Indemnity Company (Name of Issuer) Class B Common Stock (Title of Class of Securities) 29530P-201 (CUSIP Number) Mr. James T. Byrne, Jr. Office of the Secretary Bankers Trust Company 280 Park Avenue, New York, NY 10017 Tel. (212) 250-1869 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 6, 1999 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement of 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 this 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.) 2 SCHEDULE 13D CUSIP NO. 29530P-201 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bankers Trust Company EIN No. 13-4941247 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS Not Applicable. 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) or 2(E) [X] 6. CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF 7. SOLE VOTING POWER SHARES 0 BENEFICIALLY OWNED BY EACH 8. SHARED VOTING POWER REPORTING 2,340* PERSON WITH 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 2,340* 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,340 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 76.2% 14. TYPE OF REPORTING PERSON BK, IA - ---------- * Represents shares of the Issuer's Class B Common Stock held as a fiduciary on behalf of its customers, the H.O. Hirts Trusts. Bankers Trust Company may be deemed to be the beneficial owner of such shares. 3 SCHEDULE 13D CUSIP NO. 29530P-201 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON H.O. Hirt Trusts EIN NO. 25-6220688 EIN NO. 25-6220689 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS Not Applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) or 2(E) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 7. SOLE VOTING POWER SHARES 2,340(1) BENEFICIALLY OWNED BY EACH 8. SHARED VOTING POWER REPORTING 0 PERSON WITH 9. SOLE DISPOSITIVE POWER 2,340(1) 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,340 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 76.2% 14. TYPE OF REPORTING PERSON OO - ---------- (1) The H.O. Trusts act through their trustees. 4 SCHEDULE 13D CUSIP NO. 29530P-201 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Susan Hirt Hagen 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS Not Applicable. 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) or 2(E) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 7. SOLE VOTING POWER SHARES 12 BENEFICIALLY OWNED BY EACH 8. SHARED VOTING POWER REPORTING 1,170 PERSON WITH 9. SOLE DISPOSITIVE POWER 12 10. SHARED DISPOSITIVE POWER 1,170 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,182 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38.5% 14. TYPE OF REPORTING PERSON IN 5 SCHEDULE 13D CUSIP NO. 29530P-201 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON F. William Hirt 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS Not Applicable. 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) or 2(E) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 7. SOLE VOTING POWER SHARES 20 BENEFICIALLY OWNED BY EACH 8. SHARED VOTING POWER REPORTING 1,170 PERSON WITH 9. SOLE DISPOSITIVE POWER 20 10. SHARED DISPOSITIVE POWER 1,170 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,190 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38.8% 14. TYPE OF REPORTING PERSON IN 6 Item 1. SECURITY AND ISSUER. (a) Class: Class B Common Stock (b) Name of Issuer: Erie Indemnity Company, a Pennsylvania corporation (the "Issuer") (c) Address of Issuer's Principal Executive Office: 100 Erie Insurance Place Erie, PA 16530 Item 2. IDENTITY AND BACKGROUND Bankers Trust Company is a wholly-owned subsidiary of Bankers Trust Corporation, a New York corporation. As described in Item 5, the H.O. Hirt Trusts (the "Trusts") are two trusts established for the benefit of Susan Hirt Hagen and F. William Hirt, respectively. The Trusts act through their co-trustees, Bankers Trust Company, Susan Hirt Hagen and F. William Hirt. The Trusts for which Bankers Trust Company, F. William Hirt and Susan Hirt Hagen are co-trustees were created by the settlor H.O. Hirt and continue for the benefit of his issue. Attached hereto as Annex B is certain information regarding the directors and officers of Bankers Trust Company. (a) Name of Person(s) Filing: Bankers Trust Company H.O. Hirt Trusts Susan Hirt Hagen F. William Hirt (collectively, "Reporting Persons") (b) Residence or Business Address: Bankers Trust Company 130 Liberty Street New York, New York 10006 H.O. Hirt Trusts c/o Bankers Trust Company 130 Liberty Street New York, New York 10006 Susan Hirt Hagen c/o Erie Indemnity Company 100 Erie Insurance Place Erie, Pennsylvania 16530 7 F. William Hirt c/o Erie Indemnity Company 100 Erie Insurance Place Erie, Pennsylvania 16530 (c) Present Principal Occupations: The principal business of Bankers Trust Company is a bank and related activities, including without limitation, acting as trustee. The principal business of the Trusts is as trusts for the benefit of Susan Hirt Hagen and F. William Hirt respectively. The principal business of F. William Hirt is non-executive chairman of Erie Indemnity Company. The principal business of Susan Hirt Hagen is Managing Partner of Hagen, Herr and Peppin, Group Relations Consultants. (d),(e) Except as set forth on Annex C, during the last five years, neither the Reporting Persons nor, to the best knowledge of the Reporting Persons, any person named in Annex B has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he or she 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 violations with respect to such laws. Each person named in Annex B is a citizen of the United States of America unless otherwise indicated. (f) Citizenship: Bankers Trust Company - New York H.O. Hirt Trusts - United States of America Susan Hirt Hagen - United States of America F. William Hirt - United States of America Item 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Not Applicable. Item 4 PURPOSE OF TRANSACTION. This Schedule 13D is being filed to disclose that Bankers Trust Company replaced Mellon Bank, N.A. as corporate trustee for the Trusts. This Schedule D is also being filed to disclose other changes in each Reporting Person's beneficial ownership of the Issuer's Class B Common Stock. (a) - (j) None. 8 Item 5. INTEREST IN SECURITIES OF THE ISSUER. (a) Bankers Trust Company, is one of the three trustees of the Trusts, and in such capacity, shares, with the other two trustees, voting and investment power over all 2,340 shares beneficially owned by the Trusts. As calculated under Rule 13d-3, the Trusts beneficially own, as of January 6, 1999, 2,340 shares, or 76.2% of the Class B Common Stock. The Trusts, acting through the trustees, have sole voting power and sole investment power over all 2,340 shares beneficially owned by the Trusts. Susan Hirt Hagen is a trustee of the Trusts and, in such capacity, shares voting and investment power over all 2,340 shares beneficially owned by the Trusts. Susan Hirt is also the beneficiary of one of the H.O. Hirt Trusts which holds 1,170 shares, or 38.1% of the Class B Common Stock for her benefit. Susan Hirt Hagen is the direct beneficial owner of 12 shares, or .4%, of the Class B Common Stock. These holdings do not include 1 share owned by the Hagen Family Limited Partnership of which Susan Hirt Hagen is a limited partner without voting or dispositive power over the share and 2 shares owned by her husband, Thomas B. Hagen. Susan Hirt Hagen disclaims beneficial ownership of the 2 shares owned by Thomas B. Hagen. F. William Hirt is a trustee of the Trusts and, in such capacity, shares voting and investment power over all 2,340 shares beneficially owned by the Trusts. F. William Hirt is also the beneficiary of one of the H.O. Hirt Trusts which holds 1,170 shares, or 38.1%, of the Class B Common Stock for his benefit. In addition, F. William Hirt is the direct beneficial owner of 20 Shares, or .7%, of Class B Common Stock. Pursuant to the First Amendment to the Second Restated Trust Agreement, dated December 22, 1980 (the "Trust Agreement"), all powers pertaining to the administration of the Trusts are exercised by a majority of the co-trustees in office; provided, however, that in the exercise of the power and authority to sell, exchange or otherwise dispose of or distribute shares of Class B Common Stock of the Issuer, which is subject to substantial restrictions under the terms of the Trust, the affirmative vote of the corporate trustee, Bankers Trust Company, is also required. (b) Number of shares of Class B Common Stock as to which such person has: (i) sole power to vote or to direct the vote: Susan Hirt Hagen has the sole right to vote the 12 shares she holds directly. 9 F. William Hirt has the sole right to vote the 20 shares he holds directly. The Trusts have the sole power to vote 2,340 shares. (ii) shared power to direct the vote: The co-trustees, Susan Hirt Hagen, F. William Hirt and Bankers Trust Company, have the right to vote the 2,340 shares held of record by the Trusts. (iii) sole power to dispose or to direct the disposition of: Susan Hirt Hagen has the sole power to dispose or direct the disposition of 12 shares. F. William Hirt has the sole power to dispose or direct the disposition of 20 shares. The Trusts have the sole power to dispose or direct the disposition of 2,340 shares. (iv) shared power to dispose or to direct the disposition of: The co-trustees (Bankers Trust Company, Susan Hirt Hagen, and F. William Hirt) have the shared power to dispose or to direct the disposition of 2,340 shares. (c) None of the Reporting Persons have effected any transaction in the Issuer's Class B Common Stock during the past 60 days and, to the best knowledge of such Reporting Persons, no person named in Annex B has effected any transactions in the Issuer's Class B Common Stock during the past 60 days. (d) No person other than the Reporting Persons is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of the Class B Common Stock in the Trusts. (e) Not Applicable. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The First Amendment to the Second Restated Trust Agreement, dated December 22, 1980 for the H.O. Hirt Trust. The foregoing description of the Trust Agreement is qualified in its entirety by reference to the Trust Agreement, which is attached hereto as Exhibit 7.01. 10 Item 7. MATERIAL TO BE FILED AS EXHIBITS. The First Amendment to the Second Restated Trust Agreement, dated December 22, 1980 for the H.O. Hirt Trust is attached hereto as Exhibit 7.01. 11 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. Date: April 19, 1999 Signature: BANKERS TRUST COMPANY By: /s/ James T. Byrne, Jr. -------------------------------- Name: James T. Byrne, Jr. Title: Managing Director 12 Annex A Joint Filing Statement In accordance with Rule 13D-1(f) promulgated pursuant to the Securities Exchange Act of 1934, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D, including amendments thereto, with respect to the Class B common Stock of Erie Indemnity Company and further agree that this Joint Filing Statement be included as an Exhibit to such joint filing. Date: April 19, 1999 BANKERS TRUST COMPANY By:/s/ James T. Byrne, Jr. ----------------------------- Name: James T. Byrne, Jr. Title: Managing Director THE H.O. HIRT TRUSTS By: BANKERS TRUST COMPANY, As Co-Trustee By:/s/ James T. Byrne, Jr. ----------------------------- Name: James T. Byrne, Jr. Title: Managing Director By:/s/ Susan Hirt Hagen ----------------------------- Name: Susan Hirt Hagen Title: Co-Trustee By:/s/ F. William Hirt ----------------------------- Name: F. William Hirt Title: Co-Trustee /s/ Susan Hirt Hagen ----------------------------- Name: Susan Hirt Hagen /s/ F. William Hirt ----------------------------- Name: F. William Hirt 13 ANNEX B BANKERS TRUST COMPANY The following sets forth the name, mailing address, occupation or principal business affiliation and citizenship of each director and executive officer of Bankers Trust Company. The parent company of Bankers Trust Company is Bankers Trust Corporation (the "Parent Company"). To the best knowledge and belief of Bankers Trust Company, none of the following persons beneficially owns any shares of Class B Common Stock.
Occupation or Principal Name and Mail Address Business Affiliation Citizenship - --------------------- -------------------- ----------- Lee A. Ault III Private Investor U.S. c/o Office of the Secretary Director of Bankers Trust Company. Former Chairman and Bankers Trust Company Chief Executive Officer, Telecredit, Inc. 130 Liberty Street Director of Equifax, Inc., Office Depot, Inc., Sunrise New York, NY 10006 Medical, Inc. and Pacific Crest Outward Bound School Neil R. Austrian President and Chief Operating Officer, National Football U.S. c/o Office of the Secretary League Bankers Trust Company Director of Bankers Trust Company 130 Liberty Street Director of Rafac Technology and Office Depot, Inc. New York, NY 10006 Trustee of Swarthmore College George B. Beitzel Retired Senior Vice President U.S. 29 King Street and Director Chappaqua, NY 10514-3432 International Business Machines Corporation Phillip A. Griffiths Chairman U.S. Institute for Advanced Study Institute for Advanced Study Olden lane Princeton, NJ 08540 William R. Howell Chairman of the Board U.S. J.C. Penney Company, Inc. J.C. Penney Company, Inc. P.O. Box 10001 Dallas, TX 75301-0001 Vernon E. Jordan, Jr. Senior Partner U.S. Akin, Gump, Strauss, Akin, Gump, Strauss, Hauer & Feld, LLP 1333 New Hampshire Avenue, N.W. Suite 400 Washington, DC 20036 Hamish Maxwell Retired Chairman and U.S. Philip Morris Companies, Inc. Chief Executive Officer 100 Park Avenue Philip Morris Companies, Inc. New York, NY 10017
14 Frank N. Newman Chairman of the Board and Chief U.S. Bankers Trust Company Executive Officer and President 130 Liberty Street Bankers Trust Company; New York, NY 10006 Chairman of the Board and Chief Executive Officer and President Bankers Trust Corporation N.J. Nicholas Jr. Investor U.S. 15 West 53rd Street, #34F New York, NY 10019 Patricia Carry Stewart Former Vice President U.S. Bankers Trust Company The Edna McConnell Clark Foundation (a charitable c/o Office of the Secretary foundation) Director of Bankers Trust Company. 130 Liberty Street Also chair of the Community Foundation for New York, NY 10006 Palm Beach and Martin Counties; and a trustee emerita of Cornell University and a life member, Board of Overseers; Sanford I. Weill Medical College and Sanford I. Weill Graduate School of Medical Sciences of Cornell University. G. Richard Thoman Director U.S. Bankers Trust Company President, Chief Operating Officer and Director, c/o Office of the Secretary Xerox Corporation; Director of Bankers Trust Company. 130 Liberty Street Director of DaimlerChrysler AG, Fuji Xerox New York, NY 10006 Corporation, Ltd. and Union Banclaire Privee (Switzerland); Director, General Electric Investments Equity Advisory Board, Yale School of Management Advisory Board, Fletcher School of Law and Diplomacy Advisory Board and the INSEAD U.S. Advisory Board and The Americas Society. Member, Council on Foreign Relations Paul A. Volcker Director. U.S. Bankers Trust Company Director of Bankers Trust Company. c/o Office of the Secretary Former Chairman and Chief Executive Officer of 130 Liberty Street Wolfensohn & Co., Inc. and former Chairman of the New York, NY 10006 Board of Governors of the Federal Reserve System; Director of Nestle S.A., and Prudential Insurance Company of America; Director of American Council on Germany, Council on Foreign Relations and The Japan Society; trustee of The American Assembly; and member of the advisory boards of several international corporations George J. Vojta Vice Chairman U.S. Bankers Trust Company Bankers Trust Company and 130 Liberty Street Bankers Trust Corporation New York, NY 10006 Donald L. Staheli Chairman and Chief Executive U.S. Continental Grain Company Officer 277 Park Avenue, 50th Floor United States Continental Grain New York, NY 10172 Company
15
EXECUTIVE OFFICERS Frank N. Newman Chairman of the Board and Chief Executive Officer and U.S. Bankers Trust Company President; 130 Liberty Street Chairman of the Board and Chief Executive of Parent New York, NY 10006 Company and Bankers Trust Company. President of Parent Company. Former Deputy Secretary of the U.S. Treasury. George J. Vojta Vice Chairman of the Board of Parent Company and U.S. Bankers Trust Company Bankers Trust Company; Former Executive Vice President 130 Liberty Street New York, NY 10006 Mary Cirillo Executive Vice President U.S. Bankers Trust Company Managing Director of Bankers Trust Company 130 Liberty Street New York, NY 10006 Joseph A. Manganello, Jr. Managing Director and Chief Credit Officer U.S. Bankers Trust Company Bankers Trust Company; 130 Liberty Street Executive Vice President and Chief Credit Officer New York, NY 10006 Bankers Trust Corporation Richard H. Daniel Managing Director, Chief Financial Officer and U.S. Bankers Trust Company Controller 130 Liberty Street Bankers Trust Company; New York, NY 10006 Executive Vice President, Chief Financial Officer and Controller Bankers Trust Corporation Melvin A. Yellin Managing Director and General Counsel U.S. Bankers Trust Company Bankers Trust Company; 130 Liberty Street Executive Vice President and General Counsel New York, NY 10006 Bankers Trust Corporation Mark Bieler Managing Director U.S. Bankers Trust Company Bankers Trust Company; 130 Liberty Street Executive Vice President New York, NY 10006 Bankers Trust Corporation Christian Marie Yves De Balmann Chairman U.S., Bankers Trust Company Bankers Trust International PLC; France 1 Appold Street Managing Director Broadgate, 4th Floor Bankers Trust Company; London, EC2A 2HE Senior Vice President Bankers Trust Corporation Robert A. Ferguson Executive Vice President U.S. Bankers Trust Australia Limited Bankers Trust Australia Limited; Level 15, The Chifley Tower Managing Director 2 Chifley Square Bankers Trust Company; Sydney, N.S.W. 2000 Senior Vice President Australia Bankers Trust Corporation
16 Duncan P. Hennes Executive Vice President and Treasurer U.S. Bankers Trust Company Executive Vice President of Parent Company 130 Liberty Street Former Senior Vice President of Parent Company New York, NY 10006 Managing Director of Bankers Trust Company Eugene A. Ludwig Vice Chairman U.S. Bankers Trust Company Vice Chairman of Parent Company and Bankers Trust 130 Liberty Street Company. New York, NY 10006 Former Comptroller of the Currency of the U.S.; Chairman of the Federal Financial Institutions Examination Council, Chairman of Neighborhood Housing Services and director of the Federal Deposit Insurance Corporation I. David Marshall Executive Vice President and Chief Information U.S. Bankers Trust Company Officer; 130 Liberty Street Executive Vice President and Chief Information New York, NY 10006 Officer of Parent Company and Bankers Trust Company. Managing Director and Chief Information Officer of Bankers Trust Company Rodney A. McLauchlan Executive Vice President U.S. Bankers Trust Company Former Senior Vice President of Parent Company 130 Liberty Street Managing Director of BT Alex. Brown Incorporated New York, NY 10006 Mayo A. Shattuck III Vice Chairman U.S. Vice Chairman of Parent Company Co-Chairman and Co-Chief Executive Officer of BT Alex. Brown Incorporated
17 ANNEX C On March 11, 1999, Bankers Trust Company, a wholly-owned subsidiary of Bankers Trust Corporation, announced that it had reached an agreement with the United States Attorney's Office in the Southern District of New York to resolve an investigation concerning inappropriate transfers of unclaimed funds and related record keeping problems that occurred between 1994 and early 1996. We hereby incorporate by reference Bankers Trust Corporation's Form 8-K, filed on March 12, 1999, which details the above-referenced matter. EX-99.7.01 2 FIRST AMENDMENT TO THE SECOND RESTATED TRUST AGMT. 1 EXHIBIT 7.01 [A Copy of the Trust Agreement] 2 FIRST AMENDMENT TO SECOND RESTATED AGREEMENT H. 0. HIRT TRUST Dated the 22nd day of December, 1980. The Trust Agreement dated April 7, 1967, as restated by a Trust Agreement dated December 17, 1970 and amended thereafter, between HENRY ORTH HIRT, of Erie, Pennsylvania, as the Settlor, his children, FRANK WILLIAM HIRT and SUSAN RUTH HAGEN, as the individual Trustees and MELLON BANK, N.A., as the corporate Trustee and again restated by a Second Restated Agreement dated the 20th day of January, 1978 (and pursuant to the power to amend as contained in paragraph 7.03 of the said Second Restated Agreement) is hereby amended and restated again to read as set forth herein ("this Agreement"). The Settlor has heretofore transferred and delivered certain property to the Trustees, together with all his interest therein. The Trustees shall continue to hold said property, together with any additions thereto as hereinafter provided, as a Trust Estate, shall invest and reinvest the same and shall distribute the net income (hereinafter called "Income") and principal as set forth in the following provisions: ARTICLE I Lifetime Trust 1.01. During Settlor's lifetime: (a) To pay to the Settlor the Income quarter-annually or to apply the same to his use as directed by him, (b) To pay over to Settlor free of trust any amount of principal which he may at any time request in writing, (c) To pay to settlor or apply for his benefic any amounts of principal as Trustees in their discretion may from Lime to time deem advisable for the welfare and comfortable support of Settlor, (d) To make gifts from principal to individuals and organizations consistent with Settlor's previous pattern of gifts. 3 ARTICLE II Payment of Certain Taxes, Debts, Legacies and Expenses After Settlor's Death 2.01. Upon the Settlor's death, the Trustees shall pay all estate, inheritance and other taxes in the nature thereof, together with any interest and penalties thereon, becoming payable because of the Settlor's death with respect to the property constituting his gross estate for death tax purposes, whether or not such property passes under this Agreement; PROVIDED, however, that no assets which are not subject to such taxes shall be used for this purpose and that the death taxes on future interests may be paid at such Lime or times as the Trustees at their sole discretion deem advisable. The Trustees shall not seek contribution or reimbursement from anyone receiving or having a beneficial interest in any part of said gross estate. The Trustees shall also pay to the Settlor's personal representative or shall expend directly such sums as said personal representative shall certify as necessary co supplement the Settlor's probate estate in order to pay debts, funeral expenses, legacies and administration expenses. PROVIDED, however, chat no assets shall be used for this purpose which are not otherwise included in the Settlor's gross taxable estate. Subject to such payments, the principal remaining at the Settlor's death and any accrued or undistributed Income shall be divided and held as is provided in Article III below, ARTICLE III Administration of Trust Estate 3.01. The Trust Estate shall be held and administered as hereinafter stated. (a) The Trustees shall divide the Trust Estate into two equal shares for the Settlor's children, FRANK WILLIAM HIRT and SUSAN RUTH HAGEN, and shall hold each share as a separate trust. (1) During the lifetime of each of the Settlor's children, the Trustees shall pay the Income from his or her trust quarter-annually to or for the benefit of said child, and if the corporate Trustee considers the Income to be insufficient, in view of other income of said child of which it has knowledge, to provide for the welfare and comfortable support of said child and his or her family, including educational and funeral expenses, the corporate Trustee is authorized in its discretion to use such sums from the principal as it deems advisable therefor; PROVIDED, however, that no shares of Class 8 capital stock of ERIE INDEMNITY COMPANY may be used for this purpose. In addition, said child shall have the right to withdraw any or all of the principal, exclusive of shares of Class B capital stock of ERIE INDEMNITY COMPANY. Upon the death of said child, if the trust has not already terminated, the remaining principal, exclusive of any shares of Class B capital stock of ERIE INDEMNITY COMPANY, shall be transferred and delivered to or for the benefit of such one or more persons, corporations -2- 4 or other organizations, in such portions or amounts and subject to such crusts, terms and conditions as said child may appoint by specific reference to this power in his or her will. (2) Upon the death of each child, or upon the Settlor's death in the case of either child who is not then living, the shares of Class B capital stock of ERIE INDEMNITY COMPANY in said child's trust and any principal not appointed by said child as aforesaid, shall be held and distributed as follows: (a) During the lifetime of the surviving spouse Of the deceased child, the Income shall be paid quarter-annually to said spouse, and if the Trustees consider the Income to be insufficient, in view of *other income of said spouse and children of *which they 'have knowledge, to provide for the welfare and comfortable support of said child's spouse and children, including educational and funeral expenses, the Trustees are authorized in their discretion cc use such sums from principal, exclusive of shares of Class B stock of ERIE INDEMNITY COMPANY, as they deem advisable therefor; PROVIDED, however, that a child of Settlor shall have the right and power exercisable by specific reference to this power in his or her Will, to direct that the trust shall not continue for the benefit of his or her surviving spouse, or shall continue for a shorter time than the life of said surviving spouse, and in the event of the exercise of said power the trust shall terminate as thus directed. (b) Upon the termination of said spouse's interest, the principal shall be divided into as many equal shares as said child has children then living and deceased children with issue then living, and each said share shall be held as a separate trust. The Settlor's son now has two living children, ELIZABETH ANN VORSHECK and LAUREL ANN HIRT, and his daughter also has two living children, SARAH ELIZABETH HAGEN and JONATHAN HIRT HAGEN. (i) Until the termination of the trust, as provided in subparagraph (ii) below, the Trustees shall pay the Income from each grandchild's trust quarter-annually to or for the benefit of said grandchild or, if he or she is deceased, to his or her issue living at the time of payment per stirpes, and if the corporate Trustee considers the Income to be insufficient, in view of other income of which it has knowledge, to provide for the welfare, comfortable support and education of said grandchild and his or her family, the corporate Trustee is authorized in its discretion to use such sums from principal, exclusive of shares of Class B capital stock of ERIE INDEMNITY COMPANY, as it deems advisable therefor; PROVIDED, however, that prior to said grandchild's twenty-first (list) birthday, the Trustees may pay to him or her or to the person having custody of him or her, Without liability on the part of the Trustees to see to the application thereof, or may expend directly such sums from Income or principal as the corporate Trustee deems advisable for such purpose and shall add any excess Income to principal and invest it as such. The Trustees may pay any other minor's share of Income to his or her natural guardian or such other person as may have custody of him or her or to any adult as Custodian for him or her tinder the Pennsylvania Uniform -3- 5 Gifts to Minors Act or may deposit the same in an interest-bearing account in said minor's name in the banking department of the corporate Trustee of elsewhere. (ii) Each trust shall terminate upon the first to occur of (a) the sale or other disposition of all the shares of capital stock of ERIE INDEMNITY COMPANY held under this Agreement or (b) the expiration of a period of twenty-one (21) years following the death of the survivor of all the Settlor's descendants living at the Settlor's death. Upon such termination, the principal shall be transferred and delivered to the Settlor's respective grandchild or, if he or she is deceased, to his or her then living issue per stirpes. (iii) Should any grandchild become deceased without issue at any time prior to such termination, the then principal of his or her trust shall be added equally to the shares of the other children of his or her parent, the Settlor's child, who are either then living or deceased with issue then living, (iv) Should all the issue of either of the Settlor's children die before the termination of the trusts, the then principal of said child's share shall be added to the other child's share and held as part thereof., (B) If any remainderman under the foregoing provisions is a minor and is entitled to a share in excess of the amount which may be paid to his or her natural guardian, such share shall be retained by the corporate Trustee in a separate trust until the eighteenth (18th) birthday of said remainderman, at which time the trust shall terminate and the principal shall be transferred and delivered to him or her free of trust. During such minority period, the Trustee shall pay to the person having custody of said remainderman, without liability on the part of the Trustee to see to the application thereof, or may expend directly so much of the Income and principal as it deems advisable for the welfare, comfortable support and education of said remainderman and shall add any excess Income to principal and interest it as such. In the event of the death of said remainderman during minority, the Trustee is authorized in its discretion to pay part or all of the funeral expenses, and the remaining principal shall be transferred and delivered to said remainderman's estate. (C) The interest of any beneficiary hereunder, including a remainderman, in Income or principal, shall not be subject to assignment, alienation, pledge, attachment or claims of creditors until after payment has actually been made by the Trustees as hereinbefore provided. (D) Upon the death of any Income beneficiary, any Income accrued or received by the Trustees subsequent to the last Income payment date shall be paid to the person or persons for whose benefit the principal producing such Income is continued in trust or to whom such principal is distributed under the terms hereof. -4- 6 (E) Corporate distributions received in shares of the distributing corporation shall be allocated to principal, regardless of the number of shares and however described or designated by the distributing corporation. ARTICLE IV Powers of Trustees 4.01. The Trustees hereunder shall have the following powers, in addition to and not in limitation of those granted by law: to accept assets in kind from the Settlor, his estate or elsewhere, to purchase assets from the estate and to retain such assets in kind; to sell assets and to invest and reinvest the proceeds and any other cash in any kind of property, real or personal, or part interest therein, without being restricted to investments which are listed as legal for trust funds; to pledge, exchange or mortgage real or personal property and to lease the same for terms exceeding five (5) years; to give options for sales, leases and exchanges to borrow money to compromise claims, to vote shares of corporate stock, in person or by proxy, in favor of or against management proposals, except that they shall vote any bank or bank holding company stock only as directed by an individual Trustee or, if there is none, by a competent adult Income beneficiary of the trust in which said shares are held: in the sole discretion of the Corporate Trustee, to carry securities in the name of a nominee; to make division or distribution. hereunder either in cash or in kind; and to allot different kinds of or interests in property to different shares. The Trustees are specifically authorized to accept in kind and to retain any shares of MELLON NATIONAL CORPORATION stock, with no duty on the part of the corporate Trustee to review the same for investment purposes. 4.02. As among the Trustees, the corporate Trustee shall perform all ministerial and administrative duties, including the keeping of books and records, acting as custodian of the trust property and preparing all necessary tax returns. Each individual Trustee named herein but not including any Successor Trustee may delegate from time to time to his or her spouse, to any person eligible to be a successor individual trustee, or to the corporate Trustee, by an instrument in writing, (which instrument shall remain in effect as long as the individual Trustee shall remain in office unless sooner revoked or until expiring according to its terms) any and all of his or her rights, powers and duties hereunder and may also retain such agents as he or she deems advisable in the performance of his or her duties. 4.03. 'Notwithstanding the foregoing paragraphs 4.01 and 4.02 and any other provision of this Agreement, the following shall apply while any shares of capital stock of ERIE INDEMNITY COMPANY are held hereunder: (A) At least one of the individual Trustees shall always be a member of the Board of Directors of said Company. -5- 7 (B) The Settlor hereby declares that the purpose of this Trust is to create and preserve unified ownership and control of ERIE INDEMNITY COMPANY as a means of preserving the existence of ERIE INSURANCE EXCHANGE and ERIE INDEMNITY COMPANY as viable entities capable of furnishing insurance to subscribers at the Exchange and employment to loyal employees of the Exchange and the Company. The Settlor further declares that in his experience in the insurance business over half a century, including the Great Depression of the 1930's, World War II, the Korean and Viet Nam wars and several recessions, he has never lost sight of the fact that ERIE INSURANCE EXCHANGE, as a reciprocal insurer, was organized and exists primarily for the benefit of its subscribers or policyholders and that therefore the interests of the people who put their trust in the Exchange for the protection of their personal and business affairs must come first. However, when the Exchange is healthy, its managing attorney-in-fact ERIE INDEMNITY COMPANY, will necessarily be prosperous and healthy, to the benefit of the stockholders of the latter. The Settlor therefore urges that the Trustees familiarize themselves with the nature of reciprocal insurers in general and the ERIE INSURANCE EXCHANGE in particular; that in the discharge of their trust duties they concentrate, in cooperation with the Board of Directors of ERIE INDEMNITY COMPANY and the individual whom the Board designates .from time to time as "Manager" of the Exchange and Company, to keep ERIE INSURANCE EXCHANGE in the best of health; and that only when the task proves impossible shall they consider what then appears to them to be a logical change to prevent deterioration and possible disaster to the interests of all concerned. (C) The Trustees will therefore maintain and preserve ownership of all shares of class B capital stock of ERIE INDEMNITY COMPANY unless and until they shall determine, subject to the specific provisions of paragraph 4.04, chat the sale, exchange in a corporate combination or reorganization, or other disposition by the Trust of such ownership will best serve said purpose, in which event they are authorized to sell, exchange is a corporate combination or reorganization, or otherwise dispose of the' ownership of all, but not less than all, of said shares, for whatever consideration and upon whatever terms they may determine. In the exercise of their unlimited discretion and in making any determination or decision relative to the ultimate purpose stated herein, the Trustees shall be entitled to assume that whatever best serves to preserve the existence of the Exchange and the Company also serves the best interest of any and all beneficiaries and recipients entitled at any time to receive distribution of any Income or principal hereunder. 4.04. In the absence of anything herein contained to the contrary, all powers pertaining to the administration of the trust shall be exercised only by a majority of the Trustees in office; PROVIDED, however, that in the exercise of the power and authority to sell, exchange in a corporate combination or reorganization, or otherwise dispose of shares of ERIE INDEMNITY COMPANY granted in paragraph 4.03 and referred to in paragraph 4.1, or in the taking of any action to terminate the crust or co distribute any part of the corpus to either individual Trustee as a beneficiary other than pursuant to -7- 8 withdrawal as stated in paragraph 3.01(A)(1), the affirmative vote of the corporate Trustee shall be required, and the affirmative or negative vote of either or both of the individual Trustees, although constituting a majority, shall not be sufficient to authorize any such action. 4.05. The corporate Trustee shall be entitled to receive annual compensation for its services hereunder in accordance with its schedule in effect when the services are performed, but not in excess of such compensation as would be approved by a court of competent jurisdiction during the Settlor's lifetime, such compensation shall be charged wholly against income, unless the Settlor directs otherwise in writing. For any services performed by it in connection with the Settlor's estate, which services are normally performed by the personal representative, the corporate Trustee shall be entitled to such additional compensation as may be fair and reasonable under the circumstances, not to exceed seventy-five (75%) percent of the additional compensation to which it would be entitled as Executor if the assets of this Trust Estate were to be superimposed upon the testamentary estate of the Settlor. The corporate Trustee is authorized in its discretion to sell securities to the extent: necessary to pay any portion of such compensation which is chargeable against principal. The individual Trustees shall also be entitled to reasonable compensation for their services hereunder. ARTICLE V Successor Trustees 5.01. Upon the occurrence of any vacancy in the office of individual Trustee due to death, incapacity, removal, resignation or any other cause, a Successor Trustee shall be elected by a majority vote of the remaining Trustees and the Board of Directors of Erie Indemnity Company, with each remaining Trustee and said Board of Directors each having one vote, provided that after such election, as required by paragraph 4.03(l), at least one Trustee shall be a member of said Board of Directors, If no successor is thus elected within thirty (30) days after occurrence of the vacancy, the remaining Trustees and said Board shall petition the Common Pleas Court of Erie County, Pennsylvania, to fill said vacancy by appointment from a list of not fewer than three (3) persons furnished with said petition and the President Judge of the Orphans Court Division of said Common Pleas Court is hereby empowered to fill said vacancy. 5.02. The corporate Trustee may resign at any time during the Settlor's lifetime by written notice to him. After the Settlor's death, the corporate Trustee may resign at any time, without stating cause, by petitioning a court of competent jurisdiction in Eric County to designate and appoint a successor corporate Trustee. In case of the merger or consolidation of the corporate Trustee, the resulting company shall become successor corporate Trustee hereunder without notice to any party. -7- 9 ARTICLE VI General Provision 6.01. The Settlor or others may add hereto, by Will, inter vivos transfer or beneficiary designation, cash or such property in kind as is acceptable to the corporate Trustee. 6.02. The Settlor reserves the right to terminate this Agreement, in whole or in part, by written notice delivered to the Trustees during the Settlor's lifetime. 6.03. The Settlor reserves the right to amend this Agreement at any time by a proper instrument in writing, executed by the Settlor, delivered to the Trustees during the Settlor's lifetime and accepted by the Trustees. 6.04. The Settlor may delegate to F. WILLIAM HIRT and SUSAN RUTH HAGEN jointly or to the survivor of them, the right to terminate this Agreement as reserved in paragraph 6.02 above and the right to amend this Agreement as reserved in paragraph 6.03 above, only by a Special Power of Attorney in writing, duly executed and acknowledged by the Settlor before an officer empowered by law to take acknowledgments, and specifically referring to said rights and said portions of this Agreement. 6.05. If the Settlor designates the Trustees as beneficiaries of the proceeds of any policies of insurance on his life, the duty and responsibility for the payment of premiums and other charges on such policies during the Settlor's lifetime shall rest solely upon him, unless he shall expressly direct the Trustees in writing to pay the same from Income or principal. Otherwise, the only duty of the Trustees shall be the safekeeping of such policies as are deposited with them, and the Trustees shall be under no duty to notify the Settlor chat any such premium or other charge is due and payable. All options, rights, privileges and benefits exercisable by or accruing to the Settlor during his lifetime by the terms of the policies shall be for his sole benefit and shall not be subject to this trust; the Settlor agrees, however, not to exercise any options whereby the proceeds would be payable to the Trustees other than in one sum. Upon the written request of the Settlor, the Trustees shall execute and deliver such consents and instruments as may be requisite to enable the Settlor to exercise or avail himself of any option, right, privilege or benefit granted by any of the policies. Upon the Settlor's death, or at such later time as may be specified in the policies, the net proceeds of any policies then payable to the Trustees hereunder shall be collected by the Trustees; the receipt of the Trustees for such proceeds shall release the insurance companies from liability on the policies, and the insurance companies shall be under no duty to see to the application of such proceeds. The Trustees may take all steps necessary in their opinion to enforce payment of said policies and shall be entitled to indemnify themselves out of any property held hereunder against all expenses incurred in taking such action. -8- 10 ARTICLE VII Certain Rules of Construction 7.01. As used in this Agreement, the singular may include the plural and the plural the singular, and the use of any gender shall be applicable to all genders. 7.02. This Agreement has been delivered to and accepted by the corporate Trustee in. the Commonwealth of Pennsylvania and shall be governed in all respects by the laws of said Commonwealth. IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year aforesaid. /s/ Stephen E. Jones /s/ Henry Orth Hirt (SEAL) - -------------------------------- --------------------------------- Witness Henry Orth Hirt /s/ Stephen E. Jones /s/ Frank William Hirt (SEAL) - -------------------------------- ---------------------------------- Witness Frank William Hirt /s/ Stephen E. Jones /s/ Susan Ruth Hagen (SEAL) - -------------------------------- --------------------------------- Witness Susan Ruth Hagen (SEAL) MELLON BANK, N.A. ATTEST: /s/ Francis P. F. Klinko /s/ Nancy Keefer - -------------------------------- --------------------------------- Trust Officer Asst. Vice President -9- 11 COMMONWEALTH OF PENNSYLVANIA ) ) ss: COUNTY OF ERIE ) On this, the 22 day of Dec., 1980, before me, a Notary Public, personally appeared HENRY ORTH HIRT, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowledged that he execute the same for the purposes therein contained. IN WITNESS WHEREOF, I hereunto set my hand and official seal. /s/ Marjorie B. Carroll ----------------------- Notary Public COMMONWEALTH OF PENNSYLVANIA ) ) ss: COUNTY OF ERIE ) On this, the 22 day of Dec., 1980, before me, a Notary Public, personally appeared FRANK WILLIAM HIRT, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowledged that he execute the same for the purposes therein contained. IN WITNESS WHEREOF, I hereunto set my hand and official seal. /s/ Marjorie B. Carroll ----------------------- Notary Public -10- 12 COMMONWEALTH OF PENNSYLVANIA ) ) ss: COUNTY OF ERIE ) On this, the 22 day of Dec., 1980, before me, a Notary Public, personally appeared SUSAN RUTH HAGEN, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowledged that he execute the same for the purposes therein contained. IN WITNESS WHEREOF, I hereunto set my hand and official seal. /s/ Marjorie B. Carroll ----------------------- Notary Public COMMONWEALTH OF PENNSYLVANIA ) ) ss: COUNTY OF ERIE ) On this, the 22 day of Dec., 1980, before me, a Notary Public, personally appeared Nancy Keefer, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowledged that he execute the same for the purposes therein contained. IN WITNESS WHEREOF, I hereunto set my hand and official seal. /s/ Marilyn L. Malingoski ------------------------- Notary Public -11- -----END PRIVACY-ENHANCED MESSAGE-----