SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CompuDyne Corporation
_____________________
(Name of Issuer)
Common Stock (Par Value $.75 Per Share)
_______________________________________
(Title of Class of Securities)
20479530 6
______________
(CUSIP Number)
Corcap, Inc. Pooled Pension Investment Trust
c/o Martin Roenigk, Trustee
MicroAssembly Systems Inc.
120 Union Street
Willimantic, CT 06226
203-456-0200
with a copy to:
Kathleen A. Maher, Esq.
Tyler Cooper & Alcorn
205 Church Street
P.O. Box 1936
New Haven, CT 06509-1910
203-784-8234
_________________________________________________________________
(Name, address and telephone number of person authorized
to receive notices and communications)
September 15, 1995
______________________________
(Dates of events which require
filing of this Statement)
If the filing person has previously filed a statement on Schedule
13D 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 [X].
CUSIP No. 20479530 6
____________________
(1) Name of Reporting Person and I.R.S. Id. Numbers:
Corcap, Inc. Pooled Pension Investment Trust, c/o
Martin Roenigk, Trustee
I.R.S. Id. No.: 06-1237135-003
I.R.S. Id. No.: 06-1237135-001
(2) Check the Appropriate Box if a Member of a Group:
(a) _____ (b) _____
(3) SEC USE ONLY:
(4) Source of Funds: (OO)
(5) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e): [ ]
(6) Citizenship or Place of Organization: Connecticut
Number of Shares Beneficially Owned by Reporting Person With:
(7) Sole Voting Power: 224,000
(8) Shared Voting Power: 0
(9) Sole Dispositive Power: 224,000
(10) Shared Dispositive Power: 0
(11) Aggregate Amount Beneficially Owned By Reporting Person: 224,000
(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares: [ ]
(13) Percent of Class Represented by Amount in Row (11):
12.8% Based on Issued and Outstanding; 6.3% Fully Diluted
(14) Type of Reporting Person: EP
ITEM 1. SECURITY AND ISSUER.
This Schedule relates to the Common Stock, par value $0.75 per share
("Common Stock") of CompuDyne Corporation ("CompuDyne"), a Pennsylvania
corporation. The address of CompuDyne's principal executive offices is
90 State House Square, Hartford, Connecticut 06103-3720 through October
31, 1995. After such date, its address will be 120 Union Street,
Willimantic, Connecticut 06226.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule is filed by Corcap, Inc. Pooled Pension Investment
Trust (the "Trust"). The business address of the Trust is c/o Martin
Roenigk, Trustee, MicroAssembly Systems, Inc., 120 Union Street,
Willimantic, CT 06226.
The Trust was formed by an agreement on July 1, 1988, by and between
Corcap, Inc., a Nevada corporation ("Corcap"), and John Sundman, the
original trustee. The Trust was amended on October 2, 1990 to direct the
trustee to divest the Trust of all assets not qualified under Section
401(a) of the Internal Revenue Code of 1986, as amended (the "Code"). A
successor trustee was appointed on August 21, 1995 in accordance with the
terms of the Trust.
The Trust is a single trust in the nature of a master trust,
comprised of the assets of two employee benefit pension plans, Corcap,
Inc. Pension Plan 1A ("Plan 1A") and Corcap, Inc. Pension Plan 6B ("Plan
6B")(Plan 1A and Plan 6B are collectively referred to as the "Constituent
Plans") which provide for contributions to a trustee, to be held in trust
for the exclusive benefit of participants in the respective Constituent
Plans and their beneficiaries.
Neither the Trust nor the current Trustee, nor, to the best
knowledge of the undersigned, any predecessor trustee of the Trust has,
at any time during the last five years, been convicted in any 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 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.
3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The aggregate number of 224,000 shares of the CompuDyne Common Stock
reported in this Schedule by the Trust have been transferred to the Trust
to satisfy Corcap's minimum funding obligation under Section 412 of the
Code for the Plan Years 1992, 1993 and 1994 in the amount of
approximately $448,000. No shares of CompuDyne Common Stock have been
transferred from Corcap to the Trust pursuant to these provisions prior
to the present transfer.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the transaction reported in this Schedule 13D is to
satisfy Corcap's minimum funding obligations for the 1992, 1993 and 1994
Plan Years of each of the Constituent Plans, as required under Section
412 of the Code, in the amount of approximately $448,000. Corcap has
contributed 143,600 shares of Common Stock to Plan 1A and 80,400 shares
of Common Stock to Plan 6B (together, the "Shares"). The making of such
contributions in property may constitute a "prohibited transaction"
within the meaning of Section 4975 of the Code and Section 406 of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA").
Corcap intends to file an application with the Department of Labor
("DoL") seeking Prohibited Transaction Exemptions with respect to the
transfer of the Shares of Common Stock to each of the respective
Constituent Plans. Under an Agreement, dated as of September 6, 1995,
among Corcap, Plan 1A and Plan 6B, the contribution of the Shares to each
of the Constituent Plans has been made conditional upon the DoL granting
the relief sought under the Prohibited Transaction Exemptions
application. In the event the DoL does not grant the relief sought under
the application for the Prohibited Transaction Exemptions, the Trustee of
the Constituent Plans will promptly return the Shares to Corcap. Unless
and until such return is required, the Trustee of the Constituent Plans
will be deemed the record and beneficial owner (in trust) of the Shares.
The Trust has no present plans or proposals which relate to, or
would result in, an extraordinary corporate transaction, such as a
merger, reorganization or liquidation of CompuDyne, the sale or transfer
of a material amount of the assets of CompuDyne, any change in the
present management of CompuDyne, any material change in the present
capitalization or dividend policy of CompuDyne, any other material change
in CompuDyne's business or corporate structure, any changes in
CompuDyne's charter or by-laws which may impede the acquisition of
control of CompuDyne by any person, causing any class of securities of
CompuDyne to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association, causing
any class of equity securities of CompuDyne becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended, or any action similar to
those enumerated above. The Trust may sell the Shares over time under
applicable rules of the Securities Act of 1933, as amended.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Trust has beneficial ownership of 224,000 of CompuDyne's
Common Stock which is 12.8 percent of CompuDyne's issued and outstanding
stock as of September 15, 1995 or 6.3% on a fully diluted basis. (See
Amendment No. 7 to Schedule 13D filed by Corcap, Inc. on or about August
31, 1995.)
(b) The Trust, through its trustee, has the sole power to vote or
direct the vote of, and the sole power to dispose or direct the
disposition of, the 224,000 shares of CompuDyne Common Stock reported in
this Statement.
(c) None.
(d) None.
(e) Not Applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
The Trust has no contracts, arrangements, understandings or
relationships concerning the CompuDyne Common Stock which relate to such
matters as transfer or voting of any 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, and no such contract, arrangement, understanding or relationship
exists between or among the Trust and CompuDyne Corporation.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(1) Trust Agreement by and between Corcap, Inc. and John F.
Sundman, dated July 12, 1988 with Amendment dated October 2, 1990.
(2) Agreement by and between Corcap, Inc. and Corcap, Inc. Pension
Plan No. 1A and Corcap Inc. Pension Plan No. 6B, dated September 6, 1995.
SIGNATURES
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: September 25, 1995
CORCAP, INC POOLED PENSION
INVESTMENT TRUST
BY MARTIN ROENIGK, TRUSTEE
/s/ Martin Roenigk, Trustee
_____________________________
Martin Roenigk, Trustee
CORCAP, INC. POOLED PENSION INVESTMENT TRUST
THIS TRUST AGREEMENT, effective this 1st day of July, 1988 is made
by and between Corcap, Inc., a corporation organized and existing under
the laws of the State of Nevada (hereinafter the "Company"), and John E.
Sundman, of the Town of West Hartford, County of Hartford and the State
of Connecticut (hereinafter the "Trustee").
W I T N E S S E T H:
WHEREAS, the Company and the "Affiliate Companies" described in
Article II hereof have adopted the employee pension benefit plans listed
in Exhibit A attached hereto, and may hereafter adopt one or more other
plans which by agreement of the Company and the Trustee may be covered by
this Agreement (each of which shall hereinafter be referred to
individually as the "Plan" and all of which shall hereinafter be referred
to collectively as the "Plans"); and
WHEREAS, the Plans provide for contributions to a trustee, to be
held, in trust, for the exclusive benefit of participants in the
respective Plans and their beneficiaries after payment of the reasonable
expenses of administering the respective Plans; and
WHEREAS, the Company desires to establish a single trust providing
for the pooled investment and administration of the assets of said trusts
with the Trustee as trustee, and the Trustee is willing to serve as
trustee of such trust; and
WHEREAS, pursuant to a divisive reorganization, certain former
employees of Lydall, Inc. and its subsidiaries have become employees of
the Company and its Affiliated Companies and are or will become
participants in the Plans; and
WHEREAS, the Company and its Affiliates have agreed to pay through
the Plans benefits accrued for certain transferred employees, terminated
vested employees, and retirees under certain plans previously sponsored
by Lydall and its subsidiaries; and
WHEREAS, Lydall has agreed to transfer assets to a trustee
designated by the Company to pay such benefits; and
WHEREAS, the amount set forth on Exhibit B attached hereto shall be
transferred to the Trustee hereunder (the "Transferred Amounts") and such
amounts shall be allocated to the Plans listed on Exhibit A as set forth
on Exhibit B.
NOW, THEREFORE, in consideration of the premises and mutual and
dependent promises herein, the parties hereto covenant and agree as
follows:
ARTICLE I
ESTABLISHMENT OF TRUST
SECTION 1.1 This Trust shall be known as the "Corcap, Inc. Pooled
Pension Investment Trust," hereinafter the "Trust," and the Trustee shall
receive and hold in trust any contributions, in cash or other property
acceptable to him/her, received from the Company, an Affiliate Company,
or any participant in a Plan, pursuant to the terms of a Plan. Such
contributions shall include the Transferred Amounts with respect to any
Plan, and any cash or other property of any other trust qualified under
Section 401 of the Internal Revenue Code of 1986, as amended (hereinafter
the "Code"), and maintained pursuant to any Plan hereinafter covered by
this Agreement. Such contributions, together with the income and gains
thereon, less any payments or other distributions therefrom, shall
constitute the Trust Fund. Each such contribution shall specify the Plan
pursuant to which it is being deposited with the Trustee.
SECTION 1.2 The Trustee, who may be an institution or an
individual, shall hold, manage, invest and otherwise administer the Trust
Fund pursuant to the terms of this Trust Agreement. The Trustee shall be
responsible only for contributions actually received by him/her
hereunder. The Trustee shall have no duty or authority to ascertain
whether any contributions should be made to him/her pursuant to the Plans
or to bring any action or proceeding to enforce any obligation to make
any such contribution.
ARTICLE II
AFFILIATE COMPANIES, PARTICIPATING PLANS AND ADMINISTRATORS
SECTION 2.1 The Plans whose assets are initially to be held in the
Trust Fund are listed in Exhibit A attached hereto. The Company may at
any time, with the consent of the Trustee, designate any other plan
maintained by the Company or an Affiliate Company (as described in
SECTION 2.2 hereof) as a Plan whose assets are to be held in whole or in
part in the Trust Fund. Each such Plan shall be qualified under SECTION
401(a) of the Code.
SECTION 2.2 Any subsidiary of the Company that has adopted a Plan,
pursuant to a resolution of the Board of Directors thereof, may become an
"Affiliate Company" by delivery to the Trustee of a certified copy of
such resolution and any additional written instruments requested by the
Trustee. Any contribution made by, or on behalf of, an Affiliate Company
or the employees of an Affiliate Company, together with the income and
gains thereon, shall be held by the Trustee as part of the Trust Fund
unless segregated in a separate trust as provided in SECTION 2.5 or 2.6
hereof.
SECTION 2.3 Each Affiliate Company appoints the Board of Directors
of the Company as its agent to exercise all the powers and authority
conferred upon the Company by this Agreement including the power to amend
or terminate the Trust Agreement, and shall be bound by the decisions,
instruction, actions and directions of the Company under this Trust
Agreement. The Trustee shall be fully protected by the Company and each
Affiliate Company in relying upon such decisions, instructions, actions
and direction of the Company. The Trustee shall not be required to give
notice to or obtain the consent of any Affiliate Company with respect to
any action which is taken by the Trustee pursuant to this Trust
Agreement, and the Company shall have the sole authority to enforce this
Trust Agreement on behalf of any Affiliate Company. The authority of the
Board of Director of the Company to act as agent for any Affiliate
Company shall terminate only upon written notice to the Trustee from the
Company or an Affiliate Company that the part of the Trust Fund held for
the benefit of the employees of an Affiliate Company shall be segregated
in a separate trust as provided in SECTION 2.5 or 2.6 hereof.
SECTION 2.4 Each Plan covered by this Agreement shall have a Named
Fiduciary for administration of the Plan who shall be the Plan
Administrator and who has authority to manage and control operation of
the Plan and to act for the Company or Affiliate Company. All such
Administrators shall hereinafter be referred to collectively as the
"Administrators." The Administrator may be a committee or an individual.
SECTION 2.5 The Administrator of the Plan may at any time direct
the Trustee in writing to segregate from the Trust Fund all or part of
the Plan's equitable share of the Trust Fund. The Trustee shall follow
the Administrator's direction. Any part of the Trust Fund segregated
pursuant to such direction shall thereafter be held under a separate
trust identical in terms to the Trust hereby established.
SECTION 2.6 Upon receipt of notice from the Company or an
Administrator of the termination, disqualification under SECTION 401(a)
of the Code, or withdrawal from the Trust Fund of any Plan or part
thereof, the Trustee shall withdraw and segregate the share of the assets
of the Trust Fund allocable to such Plan or part thereof and shall either
dispose of such segregated share in accordance with the directions of the
Administrator or hold such segregated share, in trust, as a separate
trust governed by the provisions of this Trust Agreement.
ARTICLE III
DUTIES OF THE COMPANY, THE AFFILIATE COMPANIES
AND THE ADMINISTRATORS
SECTION 3.1 The Company shall provide the Trustee with a copy of
each Plan and all amendments thereto and of the resolutions of the Board
of Directors of the Company or an Affiliate Company and a list of all
Plan Administrators. The Trustee may rely on any certification, notice
or direction of the Company or an Affiliate Company that the Trustee
believes to have been signed by a duly authorized officer or agent of the
Company or an Affiliate Company or by any Named Fiduciary identified to
the Trustee by the Company. The Company and the Affiliate Companies
shall be responsible for keeping accurate books and records with respect
to their respective employees, the compensation of such employees, and
the rights and interests of such employees in the Trust Fund.
SECTION 3.2 The Company and the Affiliate Companies shall make
their contributions to the Trust in accordance with appropriate corporate
action, and shall deliver other contributions received by them as soon as
practicable after the receipt thereof by the Company or an Affiliate
Company.
SECTION 3.3 From time to time as any changes therein are made, the
Company shall communicate to the Trustee in writing the current funding
policy and the method that has been established to achieve the objectives
of the Plans.
SECTION 3.4 The Company and the Affiliate Companies shall indemnify
and hold harmless the Trustee for any liability or expenses, including,
without limitation, reasonable attorneys' fees, incurred by the Trustee
with respect to holding, managing, investing or otherwise administering
the Trust Fund, other than those resulting from his/her negligence,
willful misconduct or lack of good faith.
SECTION 3.5 The Trustee may from time to time consult with counsel
(who may be counsel for the Company) and shall be fully protected in
acting upon the advice of counsel.
SECTION 3.6 The Trustee shall be fully protected in relying upon
any written instruction or direction of the Administrator and, if the
Administrator is a committee, in relying upon the certification of an
officer or agent of the Company as to the membership of the Administrator
as it then exists, and in continuing to rely upon such certification
until a subsequent certification is filed with the Trustee. The Trustee
shall be fully protected in acting upon any instrument, certificate or
paper believed by him/her to be genuine. The Trustee shall be under no
duty to make any investigation or inquiry as to any statement contained
in any such writing, but may accept the same as conclusive evidence of
the truth, accuracy and authority of the statements therein contained.
The Trustee shall not be liable for the proper application of any part of
the Fund if action is taken by the Trustee in accordance with the written
directions of the Administrator as herein provided.
ARTICLE IV
INVESTMENT AND ADMINISTRATION OF THE TRUST FUND
SECTION 4.1 The Trustee shall discharge his/her duties hereunder
with the care, skill, prudence and diligence under the circumstances then
prevailing that a prudent person acting in a like capacity and familiar
with such matters would use in the conduct of an enterprise of a like
character and with like aims. The Trustee shall not be liable in
discharging his/her duties hereunder including, without limitation,
his/her duty to invest and reinvest the Trust Fund, if he/she acts in
good faith and in accordance with the terms of this Trust Agreement and
any applicable Federal or state laws, rules or regulations.
SECTION 4.2 Except as provided in SECTION 4.3 hereof, the Trustee
shall have the power to invest and reinvest the Trust Fund in its sole
discretion as follows:
A. To invest and reinvest in any property, real, personal or mixed,
whether situated in the United States or a foreign jurisdiction and
whether or not productive of income or consisting of wasting assets,
including without limitation, common and preferred stocks, bonds, notes,
debentures (including convertible stocks and securities but not including
any stock or security of the Trustee or any affiliate thereof), exchange
listed options on securities, including puts and calls, commodities
future contracts, forward contracts, leveraged contractors, commodity
options, land and buildings, leaseholds, mortgages, certificates of
deposit or demand or time deposits, shares of investment companies and
mutual funds, interest in partnerships and trust, insurance policies and
annuity contracts, and oil, mineral or gas properties, royalties,
interest or rights, and to open margin accounts in securities and
commodities, without being limited to the classes of property in which
trustees are authorized to invest by any law or any rule of court of any
state and without regard to the proportion any such property may bear to
the entire amount of the Trust Fund;
B. To invest and reinvest all or any portion of the Trust Fund
collectively with funds or other trusts qualifying under SECTION 401 of
the Code, in or through the medium of any other common, collective or
commingled trust fund that may be established and maintained by any state
or national bank or banking association;
C. To retain any property at any time received by the Trustee;
D. To sell or exchange any property held by him/her at public or
private sale, for cash or on credit, to grant and exercise options for
the purchase or exchange thereof, to exercise all conversion or
subscription rights pertaining to any such property and to enter into any
covenant or agreement to purchase any property in the future;
E. To participate in any plan of reorganization, consolidation,
merger, combination, liquidation or other similar plan relating to
property held by him/her and to consent to or oppose any such plan or any
action thereunder or any contract, lease, mortgage, purchase, sale or
other action by any person;
F. To deposit any property held by him/her with any protective,
reorganization or similar committee, to delegate discretionary power
thereto, and to pay part of the expenses and compensation thereof and any
assessments levied with respect to any such property so deposited;
G. To extend the time of payment of any obligation held by the
Trustee;
H. To hold uninvested any monies received by the Trustee, without
liability for interest thereon, until such monies shall be invested,
reinvested or disbursed;
I. To exercise all voting or other rights with respect to any
property held by him/her and to grant proxies, discretionary or
otherwise;
J. For the purposes of the Trust, to borrow money from others, to
issue his/her promissory note or notes therefor, and to secure the
repayment thereof by pledging any property held by him/her;
K. To manage, administer, operate, insure, repair, improve,
develop, preserve, mortgage, lease or otherwise deal with, for any
period, any real property or any oil, mineral or gas properties,
royalties, interests or rights held by him/her directly or through any
corporation, either alone or by joining with others, using other Trust
assets for any such purposes, and to modify, extend, renew, waive or
otherwise adjust any provision of any such mortgage or lease and to make
provision for amortization of the investment in or depreciation of the
value of such property;
L. To employ suitable agents or counsel, who may be counsel to the
Company, and to pay their reasonable expenses and compensation;
M. To cause any property held by him/her to be registered and held
in the name of one or more nominees, with or without the addition of
words indicating that such securities are held in a fiduciary capacity,
and to hold securities in bearer form;
N. To settle, compromise or submit to arbitration any claims, debts
or damages due or owing to or from the Trust, respectively, to commence
or defend suits or legal proceedings to protect any interest of the
Trust, and to represent the Trust in all suits or legal proceedings in
any court or before any other body or tribunal; provided, however, that
the Trustee shall not be required to take any such action unless he/she
shall have been indemnified by the Company and the Affiliate Companies to
his/her reasonable satisfaction against liability or expenses he/she
might incur therefrom;
O. To organize under the laws of any state or county a corporation
or trust for the purpose of acquiring and holding title to any property
which he/she is authorized to acquire hereunder and to exercise with
respect thereto any or all of the powers set forth herein; and
P. Generally, to do all acts, whether or not expressly authorized,
that the Trustee may deem necessary or desirable for the protection of
the Trust Fund.
SECTION 4.3 The Trustee may appoint one or more "Investment
Managers" as that term is defined in SECTION 3(38) of the Employee
Retirement Income Security Act of 1974, as amended from time to time.
Such an Investment Manager shall be (i) a registered investment advisor
under the Investment Advisers Act of 1940, (ii) a bank, as defined in
that Act, or (iii) an insurance company qualified to perform investment
management services under the laws of more than one state. The Trustee
may contract with and transfer funds to an Investment Manager for
investment. The Investment Manager shall, unless its appointment
provides otherwise, have the power to direct the Trustee in the exercise
of the powers described in Paragraphs A through K inclusive of SECTION
4.2 hereof with respect to all or part of the Trust Fund which remains
with the Trustee. The Trustee shall exercise his/her investment powers
as directed in writing by the Investment Manager, unless he/she knows
that such direction is a breach of the Investment Manager's duty to act
with the care, skill, prudence, and diligence under the circumstances
then prevailing that a prudent person acting in a like capacity and
familiar with such matters would use in the conduct of an enterprise of a
like character and with like aims. If more than one Investment Manager
is appointed, each shall have the right to direct the Trustee, in
accordance with the provisions of the preceding sentence, as to such part
of the Trust Fund as the Trustee shall specify. The Trustee shall not be
liable for any diminution in the value of the Trust Fund as a result of
following any such direction of an Investment Manager or as a result of
not exercising any such powers in the absence of any such direction.
The Trustee shall have full authority to invest and reinvest any
part of the Trust Fund with respect to which no Investment Manager has
been appointed, and shall not be required to follow the directions of any
other person, including without limitation the Company, as to such part
of the Trust Fund notwithstanding any provision in the Plans to the
contrary.
For efficiency or convenience of investment or administration, the
Trust Fund may be divided into such one or more sub-funds as the Trustee
may deem advisable.
SECTION 4.4 No person dealing with the Trustee shall be under any
obligation to see to the proper application of any money paid or property
delivered to the Trustee or to inquire into the Trustee's authority as to
any transaction.
SECTION 4.5 The Trustee shall distribute for each Plan cash or
property (and shall stop such distributions) from the Trust Fund at such
time or times, to such person or persons, including a paying agent or
agents, and for such purposes as designated by the Administrator of such
Plan in writing. Any cash or property so distributed to any paying agent
shall be held in trust by such payee until disbursed in accordance with
the applicable Plan. Upon written direction by the Administrator of a
Plan, the Trustee shall distribute that part of the Trust Fund, or a
portion thereof, held for such Plan as specified in such direction to any
other trust established for the purpose of funding benefits under the
applicable Plan or under any other plan qualifying under SECTION 401 of
the Code established for the benefit of the participants in such Plan or
their beneficiaries by the Company or the Affiliate Company or any
successor or transferee thereof. The Trustee shall charge any
distribution against the Trust Fund share of such Plan as the written
directions shall designate.
In directing the Trustee to make any such distribution (or to stop
any such distribution), the Administrator of each Plan shall follow the
provisions of such Plan and, except as provided in SECTIONs 8.2 and 11.1
hereof, shall not direct that any payment be made, either during the
existence or upon the discontinuance of such Plan, that would cause any
part of the equitable share of such Plan in the Trust Fund to be used for
or diverted to purposes other than the exclusive benefit of the
participants in such Plan, pursuant to the provisions of such Plan. Any
written direction of an Administrator shall constitute a certification
that the distribution so directed is one that the Administrator is
authorized to direct, and the Trustee need not make any further
investigation.
The Trustee may make any distribution required hereunder by mailing
his/her check for the specified amount, or delivering the specified
property, to the person to whom such distribution or payment is to be
made, at such address as may have been last furnished to the Trustee, or
if no address shall have been so furnished, to such person in care of the
Administrator, or (if so directed) by crediting the account of such
person or by transferring funds to such person's account by bank or wire
transfer.
SECTION 4.6. Anything in this Trust Agreement to the contrary
notwithstanding, the Trustee may condition his/her delivery, transfer or
distribution of any cash or other property from the Trust Fund upon the
Trustee's receiving assurances satisfactory to him/her that the approval
of appropriate governmental or other authorities has been secured and
that all notice and other procedures required by applicable law have been
complied with.
ARTICLE V
TAXES, EXPENSES AND COMPENSATION OF TRUSTEE
SECTION 5.1. The Trustee shall pay out of the Trust Fund any
Federal, state, or local taxes on the Trust Fund, or any part thereof, or
the income therefrom, or which the Trustee is required to pay with
respect to the interest of any person therein as well as any expenses
directly relating to the investments of the Fund such as brokerage
commissions, registration charges, etc.
SECTION 5.2. Other expenses incurred by the Trustee in performance
of his/her duties, including reasonable fees for accounting, actuarial,
advisory and legal services rendered to the Trustee, such compensation to
the Trustee as may be agreed upon in writing from time to time between
the Company and the Trustee, and all other proper charges and
disbursements of the Trustee, administrative expenses of the Plan
including all fees and retainers of the Plan's consultant, administrator,
auditors and counsel may be paid by the Company. If and to the extent
that the Company does not pay all or part of such expenses, the Trustee
shall pay such expenses and charge the payment thereof against the assets
of the Trust Fund. Until paid, any such fee and expenses shall
constitute a charge against the Fund.
SECTION 5.3. Any amount paid from the Trust Fund pursuant to this
Article V which is specifically allocable to a particular Plan or Plans
shall be charged against the equitable share of such Plan; any such
amount which is allocable to all of the Plans shall be charged against
the Trust Fund as a whole.
ARTICLE VI
Accounts - Reports
SECTION 6.1. The Trustee shall keep books of account that show all
his/her receipts and disbursements hereunder. The books of account of
the Trustee with respect to the Trust Fund shall be open to inspection by
the Company and the Administrators, or their representatives, at all
reasonable times during normal business hours of the Trustee and may be
audited not more frequently than once each fiscal year by an independent
certified public accountant engaged by the Company or an Administrator.
SECTION 6.2. The Trustee shall maintain a separate account
reflecting the equitable share in the Trust Fund of each Plan. No
portion of the corpus of each such equitable share and the income earned
thereon shall be used or diverted to any purposes other than for the
exclusive benefit of the employees or their beneficiaries who are
entitled to benefits under such participating Plan.
SECTION 6.3. Within a reasonable time after the close of each
fiscal year of the Trust or of any termination of the duties of the
Trustee hereunder, the Trustee shall prepare and deliver to the Company
and each Administrator an account of his/her acts and transactions as
Trustee during such fiscal year or during such period from the close of
the last fiscal year to the termination of the Trustee's duties,
respectively, including a statement of the then current value of the
Trust Fund and the equitable share of each Plan. Any such account shall
be deemed accepted and approved by the Company, and the Trustee shall be
relieved and discharged, as if such account had been settled and allowed
by a judgment or decree of a court of competent jurisdiction, unless
protested by written notice to the Trustee within sixty (60) days or
receipt thereof by the Company.
The Trustee or the Company shall have the right to apply a any time
to a court of competent jurisdiction for judicial settlement of any
account of the Trustee not previously settled as herein provided or for
the determination of any question of construction or for instructions.
In any such action or proceeding, it shall be necessary to join as
parties only the Trustee and the Company (although the Trustee may also
join such other parties as he/she may deem appropriate), and any judgment
or decree entered therein shall, to the extent permitted by law, be
conclusive.
SECTION 6.4. Anything in this Trust Agreement to the contrary
notwithstanding, with respect to any assets of the Trust Fund as to which
an Investment Manager has been appointed pursuant to SECTION 4.3 hereof
and as to any other assets which are under the control of any person or
entity other than the Trustee, the Trustee may rely for all purposes of
this Trust Agreement, including for the purpose of determining the value
of such assets as of any valuation date, on any certified appraisal or
other form of valuation submitted to him/her by the Investment Manager or
by the person or entity controlling such assets.
ARTICLE VII
RESIGNATION, REMOVAL AND REPLACEMENT OF TRUSTEE
SECTION 7.1. The Trustee may resign at any time by delivering
written notice thereof to the Company; provided, however, that no such
resignation shall take effect until the earlier of (i) sixty (60) days
from the date of delivery of such notice to the Company or (ii) the
effective appointment of a successor trustee.
SECTION 7.2. The Trustee may be removed at any time by the Company,
pursuant to a resolution of the Board of Directors of the Company, upon
delivery to the Trustee of a certified copy of such resolution but no
such removal shall be effective until the earlier of (i) sixty (60) days
from the date of delivery of such notice to the Trustee, unless such
notice period is waived in whole or in part by the Trustee, and (ii) the
effective appointment of a successor trustee.
SECTION 7.3. Upon the resignation or removal of the Trustee, a
successor trustee shall be appointed by the Company. Such appointment
shall be effective upon the delivery to the Trustee of (a) a written
appointment of such successor trustee, duly executed by the Company, and
(b) a written acceptance by such successor trustee, duly executed
thereby. Any successor trustee shall have all the rights, powers, and
duties granted the Trustee hereunder.
SECTION 7.4. If, within sixty (60) days of the delivery of a
Trustee's written notice of resignation, a successor trustee shall not
have been appointed, the Trustee may apply to any court of competent
jurisdiction for the appointment of a successor trustee.
SECTION 7.5. Upon the resignation or removal of the Trustee and the
appointment of a successor trustee, and after the acceptance and approval
of his/her account, the Trustee shall transfer and deliver the Trust Fund
to such successor.
ARTICLE VIII
TERMINATION OF TRUST
SECTION 8.1. The Trust may be terminated at any time by the
Company, pursuant to a resolution of the Board of Directors thereof, upon
delivery to the Trustee of a certified copy of such resolution and a
written instrument of termination duly executed and acknowledged in the
same form as this Trust Agreement.
SECTION 8.2. Upon the termination of the Trust, the Trustee shall,
after the acceptance and approval of his/her account, distribute each
Plan's share of the Trust Fund as directed by the appropriate
Administrator pursuant to SECTION 4.5 hereof, or in the absence of such
direction, as directed by any court of competent jurisdiction; provided,
however, that in the case of a Plan which is a defined benefit plan
within the meaning of SECTION 414(j) of the Code, the Trustee shall,
after satisfaction of all liabilities with respect to participants in
such Plan and their beneficiaries, distribute any remainder of any Plan's
equitable share of the Trust Fund which exists because of any actuarial
error to the Company or an Affiliate Company upon the written direction
of the Company or the appropriate Administrator. Upon completing such
distribution, the Trustee shall be relieved and discharged. The powers
of the Trustee shall continue as long as any part of the Trust Fund
remains in his/her possession. To the extend directed by the appropriate
Administrator, the Trustee shall use the Trust Fund to purchase annuity
or other contracts issued by any insurance companies approved by the
Administrator.
ARTICLE IX
AMENDMENT
SECTION 9.1. This Trust Agreement may be amended, in whole or in
part, at any time from time to time, by the Company, pursuant to a
resolution of the Board of Directors thereof, by delivery to the Trustee
of a certified copy of such resolution and a written instrument duly
executed and acknowledged in the same form as this Trust Agreement,
except that the duties and responsibilities of the Trustee shall not be
increased without the Trustee's written consent; provided, however, that
no such amendment shall divert any part of the Trust Fund to purposes
other than the exclusive benefit of the participants in the respective
Plans and their beneficiaries.
ARTICLE X
MISCELLANEOUS
SECTION 10.1. This Trust Agreement shall be construed and
interpreted under, and the Trust hereby created shall be governed by, the
laws of Connecticut insofar as such laws do not contravene any applicable
Federal laws, rules, or regulations.
SECTION 10.2. The titles to the Articles in this Trust Agreement
are included for convenience or reference only and are not to be used in
interpreting this Trust Agreement.
SECTION 10.3. Neither the gender nor the number (singular or
plural) of any word shall be construed to exclude another gender or
number when a different gender or number would be appropriate.
SECTION 10.4. No right or interest of any participant in a Plan or
his/her beneficiaries in the Trust Fund shall be transferrable or
assignable or shall be subject to alienation, anticipation, or
encumbrance, and no right or interest of any participant in a Plan or
his/her beneficiaries in the Trust Fund shall be subject to any
garnishment, attachment or execution.
SECTION 10.5. This Trust Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of
which shall together constitute only one Trust Agreement.
ARTICLE XI
REVOCATION OF TRUST
SECTION 11.1. If the Trustee shall receive written notice from the
Company that the Internal Revenue Service has issued a Final Ruling in
writing to the effect that the Trust did not qualify under SECTION 401 of
the Code, or if the participation in the Trust affects any prior
determination by the Internal Revenue Service as to the qualified status
of any Plan, or the deductibility of contributions heretofore made by the
Company or any Affiliate Company or its predecessors under any Plan, this
Trust shall without further action be revoked with respect to all Plans
or with respect to such Plan, as the case may be, and all funds
transferred to the Trustee for any Plan for which the Trust is so
revoked, together with interest earned on all such funds, and realized
and unrealized appreciation and depreciation thereon, less all
distributions under such Plan and the Trustee's proper expenses and
compensation, shall be transferred to a successor trustee designated by
the Company to be administered in accordance with the terms of a trust
established for such Plan or shall be distributed by the Trustee in
accordance with SECTION 4.5 hereof. If the Company or an Affiliate
Company made a contribution to this Trust conditioned on the initial
qualification of the Trust under SECTION 401 of the Code, the remainder
of such contribution, after payment of the Trustee's proper expenses and
compensation, may be refunded to the Company or Affiliate Company upon
the written direction of the Company or delivered to a trustee under a
replacement trust instrument.
IN WITNESS WHEREOF, the parties have hereunto set their hands and
seals the day and year first above written.
Witness: CORCAP, INC.
/s/ Mona G. Estay By /s/ John E. Sundman
___________________________ ______________________________
Its Vice President
/s/ Carol Bateman
___________________________
TRUSTEE:
/s/ Mona G. Estay /s/ John E. Sundman
___________________________ ______________________________
/s/ Carol Bateman
___________________________
STATE OF CONNECTICUT )
) ss: July 12, 1988
COUNTY OF HARTFORD )
Personally appeared John E. Sundman, Vice President of CORCAP, INC.,
signer and sealer of the foregoing instrument, and acknowledged the same
to be his free act and deed as such Trustee and the free act and deed of
said Corporation, before me.
/s/ Diane C. Maleskis
___________________________________
My Commission Expires Mar. 31, 1991
Commissioner of the Superior Court
STATE OF CONNECTICUT )
) ss: July 12, 1988
COUNTY OF HARTFORD )
Personally appeared John E. Sundman, signer and sealer of the
foregoing instrument, and acknowledged the same to be his free act and
deed, before me.
/s/ Diane C. Maleskis
___________________________________
My Commission Expires Mar. 31, 1991
Commissioner of the Superior Court
<PAGE>
EXHIBIT A TO THE
CORCAP, INC. POOLED PENSION INVESTMENT TRUST
Participating Plans
1. Corcap, Inc. Pension Plan No. 1A
2. Corcap, Inc. Pension Plan No. 6B
<PAGE>
EXHIBIT B TO THE
CORCAP, INC. POOLED PENSION
INVESTMENT TRUST
Plan Transferred Amount
1. Corcap, Inc. Pension $ 1,525,848
Plan No. 1A
2. Corcap, Inc. Pension $ 1,892,920
Plan No. 6B
<PAGE>
FIRST AMENDMENT TO
CORCAP, INC.
POOLED PENSION INVESTMENT TRUST
THIS AMENDMENT, made this 2nd day of October, 1990, by Corcap, Inc.
(the "Employer") and consented to by Millard H. Pryor, Jr. (the
"Trustee"),
W I T N E S S E T H :
WHEREAS, the Employer adopted the Corcap, Inc. Pooled Pension
Investment Trust (the "Trust") effective as of July 1, 1988 for the
purpose of funding one or more employee pension benefit plans qualified
under Internal Revenue Code SECTION 401(a); and
WHEREAS, the Employer reserved the right to amend the Trust in
SECTION 9.1 of the Trust; and
WHEREAS, the Employer now wishes to amend the Trust in certain
respects;
NOW, THEREFORE, the Trust is amended as follows:
1. The following new sentence is added to the end of SECTION 2.6 of
the Trust:
"The Trustee shall divest the Trust of all assets attributable
to a Plan that is not qualified under SECTION 401(a) of the Code as soon
as practicable."
IN WITNESS WHEREOF, the Employer has executed this Amendment on the
date first written above.
Witness: CORCAP, INC.
/s/ Karen Landeberg By /s/ David W. Clark, Jr.
________________________ _______________________________
Its President
I hereby consent to the adoption of the preceding amendment. Dated
on this 2nd day of October, 1990.
TRUSTEE
/s/ Millard H. Pryor, Jr.
_______________________________
Millard H. Pryor, Jr.
AGREEMENT
AGREEMENT, dated as of September 6, 1995, between CORCAP, INC., a
Nevada corporation (the "Corporation"), and CORCAP, INC. PENSION PLAN NO.
1A ("Plan 1A") acting herein by and through MARTIN ROENIGK, TRUSTEE; and
CORCAP PENSION PLAN NO. 6B ("Plan 6B") acting herein by and through
MARTIN ROENIGK, TRUSTEE (Plan 1A and Plan 6B are collectively referred to
herein as the "Plans"; MARTIN ROENIGK, as Trustee of Plan 1A, is referred
to herein as the "Plan 1A Trustee";, and MARTIN ROENIGK, as Trustee of
Plan 6B, is referred to herein as the "Plan 6B Trustee").
WHEREAS, the Corporation intends to contribute 143,600 shares of
CompuDyne Common Stock, par value $.75 per share "(Compudyne Common
Stock"), to Plan 1A and 80,400 shares (collectively, the "Shares") of
CompuDyne Common Stock to Plan 6B in satisfaction of its minimum funding
obligations for the 1992, 1993 and 1994 Plan Years of each of the Plans,
as required under Section 412 of the Internal Revenue Code of 1986, as
amended (the "Code"); and
WHEREAS, the making of such contribution in property constitutes a
"prohibited transaction" within the meaning of Section 4975 of the Code
and Section 406 of the Employee Retirement Income Security Act of 1974,
as amended; and
WHEREAS, the Corporation intends to file an application with the
Department of Labor ("DoL") seeking a Prohibited Transaction Exemption
with respect to the transfer of the Shares to each of the respective
Plans; and
WHEREAS, the contribution of the Shares to each of the Plans has
been made conditional upon the DoL granting the relief sought under the
prohibited Transaction Exemption application;
NOW THEREFORE, for and in consideration of the premises and other
good and valuable consideration, the receipt of which is hereby
acknowledged, and intending to be legally bound, the parties hereto
covenant and agree as follows:
1. CONTRIBUTION OF SHARES. The Corporation shall transfer
143,600 shares of CompuDyne Common Stock to the Plan 1A Trustee and
80,400 shares of CompuDyne Common Stock to the Plan 6B Trustee no later
than September 15, 1995 to satisfy the Corporation's minimum funding
obligation under Section 412 of the Code for the Plan Years of the
respective Plans ended December 31, 1992, December 31, 1993 and December
31, 1994. Such transfer shall, with respect to each Plan, be conditional
upon the receipt of the Prohibited Transaction Exemption described in
Paragraph 2 below. Upon such transfer, the Trustee of the respective
Plans shall be deemed the record and beneficial owner (in trust) of the
portion of the Shares transferred to him for all purposes.
2. PROHIBITED TRANSACTION EXEMPTION APPLICATION. The
Corporation shall file applications for Prohibited Transaction
Exemptions, acceptable in form and substance to the respective Plan 1A
Trustee and the Plan 6B Trustee, with the DoL as soon as practicable and
shall provide each Trustee with evidence of the same. The Corporation
shall provide each Trustee with a copy of all correspondence between the
Corporation and the DoL relating to such application promptly upon
receipt of the same by the Corporation.
3. RETURN OF SHARES. In the event the DoL does not grant the
relief sought under the applications for Prohibited Transaction
Exemptions, each Trustee shall promptly return to the Corporation the
portion of the Shares transferred to him pursuant hereto by the
Corporation. Upon such return, the Corporation shall be deemed the
record and beneficial owner of the Shares for all purposes.
4. RESTRICTIONS ON TRANSFER, ENCUMBRANCES, ETC. Unless and
until the DoL grants the relief sought under the exemption application,
neither Trustee shall sell, transfer, assign or otherwise dispose of the
portion of the Shares transferred to him by the Corporation hereunder,
nor shall he, directly or indirectly, create, incur, issue, assume or
suffer to exist, contingently or otherwise, any lien, hypothecation or
other encumbrance upon the Shares; provided, however, that the Trustee
may sell the shares so long as the net sales price for the shares is in
excess of $2.00 per share.
5. INDEMNIFICATION. To the greatest extent permitted by law,
the Corporation agrees to indemnify and hold harmless each Trustee and
the respective Plans (each, an "Indemnified Party") from and against any
and all claims, liabilities, losses and damages (or actions in respect
thereof), including reasonable attorney's fees, in any way related to or
arising out of this Agreement or the transfer of the Shares to the Plans.
If any action is brought against either Trustee or either of the
Plans in respect of which indemnity may be sought against the Corporation
pursuant to the foregoing paragraph, the Indemnified Party shall promptly
notify the Corporation in writing of the institution of such action and
the Corporation shall assume the defense of such action, including the
employment of counsel and payment of expenses. Each Indemnified Party
shall have the right to employ its or their own counsel in any such case,
but the fees and expenses of such counsel shall be at the expense of such
Indemnified Party or Parties unless the employment of such counsel shall
have been authorized in writing by the Corporation in connection with the
defense of such action or the Corporation shall not have employed counsel
to have charge of the defense of such action, in which event such fees
and expenses shall be borne by the Corporation.
The Corporation shall not be liable for any settlement of any such
action or proceeding effected without the Corporation's written consent,
which consent shall not be unreasonably withheld.
6. COUNTERPARTS. This Agreement may be executed simultaneously
in two or more counterparts, any one of which need not contain the
signatures of more than one party, but all such counterparts taken
together will constitute one and the same Agreement.
7. DESCRIPTIVE HEADINGS. The descriptive headings of this
Agreement are inserted for convenience only and do not constitute a part
of this Agreement.
8. GOVERNING LAW. THIS AGREEMENT AND THE RESPECTIVE RIGHTS
AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CONNECTICUT.
IN WITNESS WHEREOF, the parties hereto have execute this Agreement
on the date first above written.
CORCAP, INC.
/s/ Diane Burns
By____________________________
Diane Burns
President
CORCAP, INC. PENSION PLAN NO.1A
BY MARTIN ROENIGK, TRUSTEE
/s/ Martin Roenigk
By________________________________
MARTIN ROENIGK, TRUSTEE
CORCAP PENSION PLAN NO. 6B
BY MARTIN ROENIGK, TRUSTEE
/s/ Martin Roenigk
By_______________________________
MARTIN ROENIGK, TRUSTEE
