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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)(1)
ORLEANS HOMEBUILDERS, INC.
(formerly named FPA Corporation)
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(Name of issuer)
Common Stock, par value $.10 per share
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(Title of class of securities)
686588-10-4
(CUSIP number)
Mark Migliaccio, Drinker Biddle & Reath LLP, PNB Building, Suite 1100
1345 Chestnut Street, Philadelphia, PA 19107-3496 (215) 988-2700
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(Name, address and telephone number of person
authorized to receive notices and communications)
July 22, 1998
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on 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 the 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.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of ____ Pages)
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(1) The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP No. 686588-10-4 13D Page 2 of ___ Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Benjamin D. Goldman
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
[ ]
(b)
[ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF, 00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
NUMBER OF
SHARES 1,189,308 shares
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
1,189,308 shares
PERSON WITH
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,189,308 shares of the Common Stock
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.1%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1. Security and Issuer
The class of equity securities to which this statement relates is
Common Stock, $0.10 par value per share ("Common Stock"), of Orleans
Homebuilders, Inc. (formerly known as FPA Corporation), a Delaware corporation
(the "Company"), the executive offices of which are located at 3333 Street Road,
Suite 101, Bensalem, Pa. 19020.
Item 2. Identity and Background
(a) The name of the person filing this statement is Benjamin D. Goldman
("Mr. Goldman").
(b) Mr. Goldman's business address is 3333 Street Road, Suite 101,
Bensalem, Pa. 19020.
(c) Mr. Goldman has served as Vice Chairman of the Board of Directors
of the Company since April 1998. Prior to that, he served as President of the
Company.
(d) Within the last five years, Mr. Goldman has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Within the last five years, Mr. Goldman has not been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding 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.
(f) Mr. Goldman is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Except as otherwise indicated in Item 5 hereof, Mr. Goldman used
personal funds to acquire all of the shares of Common Stock reported herein that
were acquired since the initial date of this Schedule 13D (collectively, the
"Additional Shares").
Item 4. Purpose of Transaction.
Except with respect to 600,000 shares of Common Stock held in three
separate trusts of 200,000 shares each (the "Trust Shares") for the children of
Mr. Jeffrey P. Orleans, Chairman of the Board of Directors and Chief Executive
Officer of the Company ("Mr. Orleans"), Mr. Goldman acquired the Additional
Shares for investment purposes. See Item 6 for a description of the agreement in
respect of the Trust Shares.
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Item 5. Interest in Securities of the Issuer.
Following the acquisitions and dispositions described herein, Mr.
Goldman has sole or shared voting power as to an aggregate of approximately
1,189,308 shares (10.1%) of Common Stock of the Company.
Of the total of 1,189,308 shares reflected for Mr. Goldman, (a) 188,858
shares (1.6%) are held directly, (b) 450 shares (0%) are held as custodian for a
minor child, (c) 600,000 Trust Shares (5.1%) are held in three separate trusts
as trustee for the benefit of Mr. Orleans' children, and (d) Mr. Goldman has an
option to acquire up to 400,000 shares (3.4%) at $0.75 per share under the
Company's 1992 Incentive Stock Option Plan, all of which are acquirable within
60 days.
Mr. Goldman has sole voting and dispositive power with respect to the
shares reflected in clauses (a), (b) (c) and (d) of the immediately proceeding
paragraph. Mr. Goldman has no interest in dividends and proceeds of sales of
shares described in clause (b) and (c) of the immediately preceding paragraph,
and he disclaims beneficial ownership of such shares.
The only changes in beneficial ownership by Mr. Goldman of equity
securities of the Issuer reported by this Amendment No. 1 to Schedule 13D are as
follows:
(i) the disposition on March 14, 1994 of 10,000 shares of
Common Stock at a price of $1.00 pursuant to a private transaction;
(ii) the acquisition in 1996 of 225 shares of Common Stock
from the estate of a deceased parent pursuant to the laws of descent and
distribution;
(iii) the acquisition on December 30, 1996 of 600,000 shares
of Common Stock at a price of $0.85 in a private transaction as trustee of three
trusts for the benefit of Mr. Orleans' children;
(iv) the acquisition on May 14, 1998 of 33,333 shares of
Common Stock a price of $1.25 in a private transaction; and
(v) the acquisition on July 22, 1998 of 26,300 shares of
common stock at a price of $1.25 in a private transaction.
Item 6. Contracts, Arrangements or Understandings with Respect to Securities
of the Issuer.
Pursuant to a Trust Agreement, dated as of December 15, 1996
(the "Trust Agreement"), by and between Mr. Orleans and Mr. Goldman, Mr. Orleans
established an irrevocable trust for the benefit of his three children (each, a
"Beneficiary" and, collectively, the "Beneficiaries") with Mr. Goldman as the
initial trustee (the "Trust"). On December 30, 1996, Mr. Orleans transferred to
the Trust 600,000 shares of Common Stock. The Trust Agreement provides that the
assets of the Trust are to be divided into three equal shares for each of Mr.
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Orleans' children, and each share shall be a separate trust (each, an
"Individual Trust").
The Trust Agreement provides that Mr. Goldman (or a successor
trustee) may distribute any or all of each Individual Trust's assets to the
Beneficiaries in his sole discretion (subject to certain mandatory provisions
upon the death of a Beneficiary). The Trust Agreement also provides that Mr.
Goldman shall have certain powers with respect to the Trust's assets (in
addition to any vested in him by law), including, without limitation, the power
to (i) sell, pledge, mortgage, lease without limit of time or exchange any
assets held under the Trust, to himself or others, on such terms and conditions
as he may decide, (ii) purchase, grant, sell or exchange options for the
acquisition or transfer of any assets, including securities, for such periods of
time and on such other terms and conditions as he may decide, and (iii) vote at
any election or meeting of any corporation, partnership or other entity in
person or by proxy and to appoint agents to do so, and to enter into or extend
the time of any voting trust agreement.
Mr. Goldman shall remain the trustee of the Trust until the
earlier of his death, resignation or inability to serve.
Item 7. Material to be Filed as Exhibits.
1. Trust Agreement, dated as of December 15, 1996, by and
between Mr. Orleans and Mr. Goldman.
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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: August 4, 1998 /s/ Benjamin D. Goldman
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Benjamin D. Goldman
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EXHIBIT 1
THE JEFFREY P. ORLEANS TRUST FOR CHILDREN
I, JEFFREY P. ORLEANS, do hereby establish the following
trusts, and I do hereby name BENJAMIN GOLDMAN as Trustee (BENJAMIN, together
with any additional or successor trustees shall be referred to as "Trustees").
NOW, THEREFORE, intending to be legally bound, I hereby
transfer, assign and set over unto Trustees the sum of Ten Dollars ($10), to be
held, administered and disposed of by Trustees in accordance with the terms
hereinafter set forth:
I. ADDITIONAL PROPERTY
Trustees shall also accept any other property which may be
transferred to them by me or others by Will or other instrument making
appropriate reference to this Indenture, and Trustees may accept any such assets
subject to such modifying terms as may be specified in such Will or other
instrument.
II. DISTRIBUTIONS OF INCOME AND PRINCIPAL
Subject to Article I, Trustees shall hold all of the assets
received by them at any time hereunder in trust to be divided into three equal
shares, one of which shall be attributable to each of my children, ELIZABETH,
ASHLEY and MICHAEL. Each such share shall be held in a separate trust hereunder,
the net income and principal of which shall be disposed of as follows:
A. Trustees may distribute to and among a child and his or her
issue, or any of them, from time to time, all or any portion of the net income
of his or her trust as Trustees, in their absolute discretion, may deem
advisable. Any of the net income not so distributed during any taxable year of
the trust shall be accumulated and added to the principal thereof.
B. Trustees may also distribute to and among a child and his
or her issue, or any of them, from time to time, such portions of the principal
of his or her trust as Trustees, in their absolute discretion, may deem
advisable for such beneficiary's health, maintenance, support and education or
to assist him or her in the purchase of a home or the establishment of a
business or profession. In addition, Trustees may make a distribution from each
such trust to a beneficiary hereunder (without any limitation as to amount) if
Trustees, in their absolute discretion, determine that such distribution is in
the best interest of such beneficiary, and in making such determination Trustees
may, but shall not be required to, take into consideration whether such
distribution may result in a significant tax advantage.
C. Distribution of income and principal in accordance with the
foregoing provisions of subparagraphs 1 and 2 hereof need not be made equally or
proportionately among the beneficiaries, and the pattern followed on the
occasion of any such distribution need not be followed on the occasion of any
subsequent distribution.
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D. Upon the death of a child, the balance of principal then
remaining of such child's trust shall be distributed to and among his or her
issue, or any of them in such amounts or proportions, on such terms and
conditions and subject to such trusts or limitations as such child may appoint
by his or her Will or by other written instrument delivered to Trustees during
his or her lifetime, making specific reference to this power of appointment in
such Will or other written instrument.
E. Upon the death of a child, to the extent that such child
fails to exercise effectively the foregoing power of appointment, the balance of
principal then remaining of his or her trust shall be distributed to his or her
issue then living, per stirpes, or if there is no such issue, it shall be
distributed to my issue then living, per stirpes, provided that each share
thereof attributable to a child of mine who is then the beneficiary of a
separate trust under this Indenture shall be added to such trust, to be held,
administered and disposed of in accordance with the provisions thereof.
F. If at any time following my death there are trusts then
subsisting for my children under any intervivos trust established by me and my
wife or either of us, the terms of which are essentially identical to the terms
of the trusts established hereunder for my children, I authorize Trustees to
terminate each of the trusts established for my children hereunder and to
distribute the entire balance of each such trust to the Trustees of the
substantially identical trust then subsisting under such intervivos trust
document to be administered and disposed of in accordance with the provisions of
that Indenture.
III. SPENDTHRIFT PROVISION
Until actual distribution, no part of the income or principal
shall be subject to anticipation or alienation by any beneficiary, and the same
shall be free of the obligations of any beneficiary and may not be attached or
taken because of any such obligations.
IV. DISABILITY PROVISION
If any beneficiary entitled to a distribution of income or
principal hereunder is a minor or has been adjudicated an incompetent
(hereinafter each such condition is referred to as "incapacity"), the title to
such property shall vest in the beneficiary, but during such incapacity Trustees
may retain and administer such property as follows:
A. Trustees may distribute or apply so much of the property
and any income thereon as they, in their absolute discretion, may deem advisable
for the health, maintenance, support and education of such beneficiary, without
the intervention of a guardian or any other fiduciary. In the alternative, in
the case of a minor, Trustees may distribute such assets to the guardians of the
person of such minor, or they may distribute such assets to a custodian under
the Uniform Transfers to Minors Act.
B. Upon termination of the incapacity, the balance of the
property and any income remaining shall be distributed to such beneficiary, or
if he or she dies during the incapacity, the said balance shall be distributed
to his or her estate.
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V. POWERS OF TRUSTEES
Trustees shall have the following powers in addition to those
vested in them by law and granted to them elsewhere in this Indenture, which
powers shall continue after termination of the trusts hereunder until actual
distribution of the assets:
A. To retain all or any part of the assets held hereunder as
long as they may deem advisable, and to make investments without being confined
to "legal investments" under the laws of any jurisdiction, and without regard to
diversification. I authorize Trustees to make different investments with respect
to the separate trusts hereunder.
B. To sell, pledge, mortgage, lease without limit of time or
exchange any assets held hereunder, to themselves or to others, on such terms
and conditions as they may decide.
C. To purchase, grant, sell or exchange options for the
acquisition or transfer of any assets, including securities, for such periods of
time and on such other terms and conditions as they may decide.
D. With respect to any interest in a business, whether a
corporation, partnership, sole proprietorship, or in any other form:
1. To continue or to engage in any such business and to make
investments therein or loans thereto;
2. To delegate the power to manage and operate such business;
3. To change the organization thereof, by incorporation,
partnership agreement or otherwise;
4. To take such action as may be appropriate in connection
with any elections or consents to elections (or any revocation of an election)
to be taxed in accordance with the provisions of Subchapter S of the Internal
Revenue Code; and
5. To exercise all other powers with respect to such business
which I could have exercised if I were the owner thereof.
The foregoing powers shall be exercisable by Trustees
irrespective of any interest which they or any of them may have in such business
and without liability or accountability for self-dealing.
E. To repair, alter or improve any real estate held hereunder.
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F. To vote at any election or meeting of any corporation,
partnership or other entity in person or by proxy and to appoint agents to do
so, and to enter into or extend the time of any voting trust agreement.
G. To borrow money and to mortgage or pledge assets of the
trusts as security therefor.
H. To hold or register assets in the names of their nominees,
the nominee of their custodian or agent or in bearer form, without disclosing
any fiduciary relationship.
I. To retain and pay a custodian, accountants, bookkeepers,
agents, attorneys and investment counsel and to grant discretionary investment
authority.
J. To compromise any claims, including claims for taxes, by or
against the trusts.
K. To distribute the income and principal which is payable to
any beneficiary under any provision hereof to the beneficiary directly, or to
apply the same for such purposes as may be specified in such provision, or if no
such purpose is specified, as they, in their absolute discretion, may deem
advisable.
L. In determining whether to make discretionary distributions
or applications of income or principal, to consider the income or assets
available to a beneficiary from other sources.
M. To delegate between themselves or to others any powers
granted by law or under the provisions hereof, including (without limitation)
the power to sign checks and to have access to safe deposit boxes, the power to
give instructions regarding the purchase, sale or management of investments to
any stockbroker, custodian or other agent and the power to execute instruments
required in the purchase, sale or other transfer of any assets held hereunder;
provided, however, that this provision shall not entitle a Trustee to
participate in a decision if such Trustee is expressly excluded from
participation under any other provision of this Indenture.
N. To make distributions in kind, whether pro rata or
otherwise, and without regard to the income tax basis of the property so
distributed.
O. To hold, manage, invest and account for separate trusts
either as separate funds or in one or more consolidated funds in which each
trust shall own an undivided interest.
P. To divide any trust hereunder into one or more separate
trusts without the necessity of court approval, as my fiduciaries, in their
absolute discretion, may determine (provided that any such division shall be
made in such manner that the property so divided shall share ratably in any
appreciation or depreciation in the property subject to such division). With
respect to any trusts so divided, Trustees may: (1) make different decisions
regarding discretionary distributions from such separate trusts and exercise
differently any other discretionary powers granted to them with respect to such
separate trusts; (2) determine the
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amount of any mandatory distributions from such separate trusts as if there had
been no such division but make such distribution from either or both of such
trusts as Trustees, in their absolute discretion, may determine; (3) make
different tax elections with respect to such separate trusts, including, but not
limited to, any of the tax elections specifically referred to elsewhere
hereunder; (4) invest differently the assets of such separate trusts; and (5)
take any and all other actions consistent with such trusts being separate
entities.
Q. At such times as there are more than two Trustees serving
hereunder, in the event of disagreement among Trustees or failure to act on the
part of any Trustee, the act of a majority of Trustees entitled to act in any
specific instance shall control and shall be binding when evidenced in writing
signed by such majority, without the joinder of or liability on the part of the
dissenting or non-acting Trustee or Trustees.
VI. DISCLAIMER PROVISION
Notwithstanding the foregoing provisions hereof, each Trustee
serving hereunder and each beneficiary shall have the right, by instrument in
writing, to disclaim, release or renounce, at any time and from time to time,
any power or beneficial interest granted to him or her by law or under the
provisions hereof, provided, however, that in the case of a Trustee, no such
disclaimer, release or renunciation shall be binding upon his or her successor
or successors, unless the said successors shall similarly disclaim, release or
renounce such power or powers.
VII. SITUS OF TRUSTS
This Indenture has been executed in the Commonwealth of
Pennsylvania which is hereby designated as the situs of the trusts herein
provided, and all questions pertaining to the validity and construction of this
Indenture or the administration of the trusts hereunder shall be determined in
accordance with the laws of Pennsylvania, regardless of the jurisdiction in
which the trusts may at any time actually be administered.
VIII. TAX PROVISIONS
If the assets of any trust hereunder may be exempt in part
from the generation-skipping tax, I authorize Trustees to divide any such assets
into two separate trusts so that one such trust will be exempt from such tax and
the other such trust will not be exempt from such tax, provided that if such a
division is made, each such trust shall share ratably in any appreciation or
depreciation in the value of the assets subject to any such division. In the
event that such a division is made, in making any discretionary distribution,
Trustees who are authorized to participate in decisions relating to
discretionary distributions may take into account the tax consequences of any
such distribution and may make the distribution either from the trust which is
exempt from the generation-skipping tax or the trust which is not exempt from
such tax, or from both such trusts, as such Trustees, in their absolute
discretion, may deem advisable.
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IX. DEFINITIONS
A. The use of the masculine shall be deemed to include the
feminine or neuter and the use of the singular to include the plural, and vice
versa.
B. The term "children," "issue" or any other term denoting
relationship shall include: (1) any child who was adopted by me, and (2) any
other adopted persons, irrespective of when they were adopted, but only if, in
the case of this clause (2), either (i) such other adopted person was adopted
prior to attaining the age of twenty-one years or (ii) if adopted after that
age, there was a parent-child relationship existing between such person prior to
his or her attaining the said age and the individual adopting him or her.
C. The term "minor shall be deemed to refer to an individual
who has not attained the age of twenty-one years.
D. The term "fiduciaries" shall be deemed to refer, where
appropriate, to Trustees or Guardians.
X. TRUSTEES
A. I hereby appoint BENJAMIN GOLDMAN as Trustee hereunder.
B. Upon the death, resignation or inability of BENJAMIN
GOLDMAN to serve as Trustee, he shall be succeeded by KENNETH SCHATZ.
C. Upon the death, resignation or inability of a Trustee to
serve, any vacancy not filled in accordance with the provisions of paragraph B
shall be filled by such individual as he or she may designate in writing or if
he or she fails so to designate a successor the vacancy shall be filled by such
individual as my remaining Trustee or Trustees may designate in writing,
D. In designating a successor Trustee, I specifically permit
different designations with respect to each trust hereunder.
E. The individual Trustee or Trustees at any time serving
hereunder shall have the power to appoint one or more individuals and a trust
company (or any combination thereof) as additional Trustees; and they may fix
the compensation for any such additional Trustee. The individual Trustees (other
than my issue) shall also have the power to remove any such corporate
co-Trustee. This power of appointment and removal shall not be exhausted by one
exercise thereof, but may be exercised from time to time.
F. I shall not be eligible to serve as a Trustee hereunder.
XI. GUARDIANS
A. I hereby appoint those individuals serving as Trustees
hereunder from time to time as Guardians of the estates of the beneficiaries
hereunder during their respective minorities.
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B. During the minority of a beneficiary, the Guardians shall
have, in addition to the powers vested in them by law, the powers granted to
Trustees hereunder and the power, in their absolute discretion, to distribute to
a beneficiary or apply for his or her benefit any of the property held by them
as Guardians.
XII. OTHER FIDUCIARY PROVISIONS
A. Each successor or additional fiduciary shall have the same
rights, powers, duties, discretions and immunities as are herein conferred upon
the original fiduciaries named by me, provided that none of my issue who may at
any time be serving as a Trustee hereunder shall participate in: (1) any
decision relating to discretionary distributions or applications under any of
the provisions of this Indenture; or (2) any other decision from which he or she
is expressly excluded under any of the provisions of this indenture.
B. I direct that no fiduciary serving hereunder shall be
required to give bond or enter security in order to qualify or to continue as
such, any rule or law to the contrary notwithstanding.
C. I relieve fiduciaries from any and all liability which
results from their decisions, acts or failures to act arrived at in good faith,
and they shall be absolved of any liability if they obtain approval for any past
or future action from a majority of the beneficiaries affected thereby who are
then sui juris.
XIII. IRREVOCABILITY
This Indenture shall be irrevocable, and I reserve no right or
power to revoke, alter or amend any of the provisions of this Indenture in any
respect whatsoever.
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IN WITNESS WHEREOF, I have hereunto set my hand and seal as of
the 15th day of December, 1996.
SIGNED, SEALED and DELIVERED
in the presence of:
/s/ Stephen Reilly /s/ Jeffrey P. Orleans (SEAL)
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Jeffrey P. Orleans, Settlor
Trustee hereby accepts the trusts hereby created and agrees to
carry out the provisions on his part to be performed.
WITNESS:
Illegible Benjamin D. Goldman (SEAL)
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Benjamin Goldman, Trustee
