<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
First Fidelity Bancorporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
320195-10-0
(CUSIP Number)
William J. Henrich, Jr., Esq.,
Dilworth, Paxson, Kalish & Kauffman
3200 Mellon Bank Center, 1735 Market Street, Philadelphia, PA 19103
(215) 575-7080
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 26, 1994
(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
|X|. (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.
*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).
SEC 1746 (9-88) Page 1 of 2
<PAGE> 2
SCHEDULE 13D
CUSIP No. 320195-10-0 Page 2 of 2 Pages
-------------- ----- -----
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Walter H. Annenberg
Social Security Number: ###-##-####
-------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) | |
(b) |X|
-------------------------------------------------------------------
3. SEC USE ONLY
-------------------------------------------------------------------
4. SOURCE OF FUNDS*
BK, 00
The shares held by the Reporting Person were purchased from
borrowed funds. The shares held by each other Holder were
purchased from such Holder's funds
-------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) | |
-------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
-------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
SHARES 4,650,000 Shares
BENEFICIALLY -----------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING 2,500 Shares
PERSON -----------------------------------------------
WITH 9. SOLE DISPOSITIVE POWER
4,650,000 Shares
-----------------------------------------------
10. SHARED DISPOSITIVE POWER
2,500 Shares
-------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,652,500 Shares
-------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* | |
-------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
-------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IN
-------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
STATEMENT ON SCHEDULE 13D
Item 1. Security and Issuer
This Statement on Schedule 13D (the "Statement") relates to shares of
common stock, par value $1.00 per share (the "Common Stock"), of First Fidelity
Bancorporation (the "Issuer"). The principal executive offices of the Issuer are
located at 550 Broad Street, Newark, New Jersey 07102.
Item 2. Identity and Background
Set forth below is certain information concerning the natural person
filing this Statement (the "Reporting Person"):
(a) Name: Walter H. Annenberg
(b) Business Address:
St. Davids Center, Suite A-200
150 Radnor-Chester Road
St. Davids, PA 19087
(c) Principal Occupation:
Private foundation executive, private investor and
trustee
(d), (e) Legal Proceedings: During the last five years,
the Reporting Person: (i) has not been convicted
in a criminal proceeding (excluding traffic
violations or similar misdemeanors); and
(ii) 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) Citizenship: The Reporting Person is a citizen of
the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
The shares of Common Stock reported in this Statement are variously
held by the Reporting Person and others (the Reporting Person and such others
being referred to collectively as the "Holders") as set forth in the
following table, which also sets forth the total purchase price for such
shares paid by the Reporting Person and such others.
<PAGE> 4
<TABLE>
<CAPTION>
Total Purchase
Holder No. of Shares Price*
------ ------------- --------------
<S> <C> <C>
Walter H. Annenberg 1,850,000 $ 82,912,450
(the Reporting Person)
Leonore Annenberg 2,500 116,875
The Annenberg Foundation 2,800,000 123,780,363
------------ --------------
4,652,500 shares $206,809,688
============ ==============
</TABLE>
* Does not include brokers' commissions.
The shares held by the Reporting Person were purchased from funds
borrowed from a national bank (which is not an affiliate of the Issuer) under a
line of credit in the aggregate amount of $350,000,000. Outstanding principal
bears interest at the Money Market Rate negotiated by the lender and the
Reporting Person from time to time. Interest is payable as billed. All amounts
outstanding under the line of credit are generally payable within sixty (60)
days after demand for payment.
The shares held by each other Holder were purchased with such Holder's
funds.
Item 4. Purpose of Transaction
The shares of Common Stock reported in this Statement were in all cases
purchased solely for the investment purposes of the respective Holders. Although
neither the Reporting Person nor, to the knowledge of the Reporting Person, any
of the other Holders has any contract or agreement to purchase shares of Common
Stock from any person, the Reporting Person and Holders may purchase additional
shares from time to time for investment if shares are available at prices
considered by the respective Holders to be favorable. The Reporting Person
anticipates that any such additional purchases would be made in open market
brokerage transactions. The Reporting Person anticipates that whether any of the
Holders purchases additional shares and, if so, the number of shares to be
purchased by such Holder, will depend upon a variety of factors, including,
among others, the market price of the shares, market conditions, availability of
funds, evaluation of alternative investments and the need of funds for other
purposes.
Except as described in this Statement, neither the Reporting Person
nor, to the Reporting Person's knowledge, any of the other Holders presently has
any plans or proposals which would relate to or would result in any of the
following:
<PAGE> 5
(a) the acquisition by any person of additional securitites of the
Issuer, or the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
(d) any change in the present Board of Directors or management of
the Issuer, including any plans or proposals to change the number or term
of Directors or to fill any existing vacancies on the Board;
(e) any material change in the present capitalization or dividend
policy of the Issuer;
(f) any other material change in the Issuer's business or corporate
structure;
(g) changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Issuer by any person;
(h) causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities
association;
(i) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act");
(j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) As of the close of business on November 4, 1994, the Reporting
Person beneficially owned a total of 4,652,500 shares of Common Stock (as
determined in accordance with Rule 13d-3 under the Exchange Act). Such shares
constituted approximately 5.7% of the 81,839,043 shares of Common Stock
outstanding on September 30, 1994 (as publicly reported by the Issuer). Such
shares respectively are held by the Holders as follows:
<PAGE> 6
<TABLE>
<CAPTION>
Percentage of
Outstanding
Holder No. of Shares Shares
------ ------------- -------------
<S> <C> <C>
Walter H. Annenberg 1,850,000 2.3%
(Reporting Person)
Leonore Annenberg 2,500 (1)
The Annenberg Foundation 2,800,000 3.4
------------- -------------
4,652,500 shares 5.7%
============= =============
</TABLE>
- -----------
(1) Less than one-tenth of one percent.
Set forth below is certain information regarding each of the Holders in
addition to the Reporting Person.
1. Leonore Annenberg is the Reporting Person's wife. The Reporting
Person disclaims beneficial ownership of the shares of Common Stock
held by her.
2. The Annenberg Foundation (the "Foundation") is a Pennsylvania
nonprofit stock corporation whose sole shareholder is the Reporting
Person. The Reporting Person is also sole Director, Chairman and President
of the Foundation.
(b) In his capacity as sole Director, Chairman and President of the
Foundation referred to in Item 5(a) above, the Reporting Person has sole
power to vote, or to direct the vote of, and to dispose of or to direct the
disposition of, all shares of Common Stock reported in this Statement as
held by him and by the Foundation.
<PAGE> 7
(c) The following table sets forth all transactions in the Common Stock
that were effected during the past sixty days by the persons named in response
to paragraph (a) of this Item 5:
<TABLE>
<CAPTION>
Purchase No. of Price Per
Holder (Sale) Date Shares Share*
------ ----------- ------ --------
<S> <C> <C> <C>
Reporting 09/07/94 (2,400) 45.000
Person 09/14/94 (197,600) 44.625
10/18/94 20,000 43.875
10/19/94 30,000 44.500
The Annenberg Foundation 10/20/94 13,300 44.125
10/20/94 63,400 44.250
10/21/94 16,000 43.625
10/21/94 14,300 43.750
10/21/94 8,500 43.875
10/21/94 11,700 44.000
10/21/94 16,000 44.250
10/21/94 16,000 44.375
10/21/94 68,900 44.500
10/24/94 9,500 43.875
10/24/94 44,100 44.000
10/24/94 25,000 44.500
10/24/94 1,800 44.625
10/24/94 28,300 44.750
10/25/94 75,000 43.750
10/26/94 6,100 43.750
10/26/94 10,400 44.000
10/26/94 121,700 44.250
10/26/94 25,200 44.625
10/27/94 9,100 44.375
10/27/94 42,200 44.500
10/28/94 10,000 44.750
10/28/94 11,400 44.875
10/28/94 5,700 45.000
10/28/94 6,400 45.250
10/31/94 1,100 44.875
10/31/94 63,900 45.000
11/01/94 8,600 44.375
11/01/94 58,400 44.500
11/01/94 38,600 44.625
11/01/94 4,500 44.750
</TABLE>
<PAGE> 8
<TABLE>
<CAPTION>
Purchase No. of Price Per
Holder (Sale) Date Shares Share*
------ ----------- ------ ---------
<S> <C> <C> <C>
The Annenberg Foundation 11/02/94 38,400 44.625
(continued) 11/02/94 38,700 44.750
11/03/94 1,900 44.750
11/03/94 18,500 44.875
11/03/94 17,400 45.000
11/04/94 900 44.875
11/04/94 61,900 45.000
11/04/94 37,200 45.125
Various Family Trusts ** 10/05/94 (2,000) 40.750
</TABLE>
* Does not include brokers' commission.
** The Reporting Person is the sole trustee of various family Trusts for the
benefit of certain of his nephews and nieces. These Trusts are not now the
holders of any shares of Common Stock although they have had sale transactions,
as listed above, in the Common Stock during the past sixty days.
All such transactions were effected in open market transactions on the New York
Stock Exchange.
(d) The Reporting Person has the sole right to receive and the sole
power to direct the receipt of dividends from, and the proceeds from the sale
of, the shares of Common Stock reported herein as held by the Reporting Person.
Leonore Annenberg has the sole right to receive and the sole
power to direct the receipt of dividends from, and the proceeds from the sale
of, the shares of Common Stock reported herein as held by her.
The Foundation has the sole right to receive and the sole power
to direct the receipt of dividends from, and the proceeds from the sale of, the
shares of Common Stock held by it. The Foundation makes charitable grants to
public charities and, in limited instances, to other private foundations, and
activities involving educational programs.
(e) Not Applicable.
<PAGE> 9
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
The following sets forth information regarding relationships among the
persons and entities listed in Item 5(a) as holders of shares of Common Stock of
the Issuer. The Reporting Person is sole shareholder, Director, Chairman and
President of the Foundation and, in those capacities, has sole power to vote, or
to direct the voting of, and to dispose of, or to direct the disposition of, the
shares of Common Stock held by the Foundation. Leonore Annenberg is the
Reporting Person's wife. In addition the Reporting Person is the sole trustee
of various family Trusts referred to in Item 5(c) and, in that capacity,
had sole power to vote, or to direct the voting of, and to dispose of, or
to direct the disposition of, the shares of Common Stock sold by such Trusts.
Except as described above in this Statement, no contracts,
arrangements, understandings or relationships (legal or otherwise) exist among
the Reporting Person, any Holder, and any other person with respect to any
securities of the Issuer, including, but not limited to, transfer or voting of
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.
Item 7. Material to be filed as Exhibits
(a) Letter Agreement dated March 11, 1994 for line of credit and
Committed Line of Credit Note.
<PAGE> 10
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.
----------------------------
Dated: November 7, 1994 Walter H. Annenberg
<PAGE> 11
EXHIBIT INDEX
Page No. in
Sequential
Exhibit No. Exhibit Numbering
----------- ------- -----------
7 Letter Agreement dated
March 11, 1994 for line of
credit and Committed Line of
Credit Note 12
<PAGE> 1
Exhibit 7
March 9, 1994
The Honorable Walter H. Annenberg
c/o William J. Henrich, Jr., Esquire
Dilworth, Paxson, Kalish & Kauffman
3200 Mellon Building
1735 Market Street
Philadelphia, PA 19103-7599
Re: $350,000,000 Committed Line of Credit
Dear Mr. Ambassador:
We are pleased to inform you that, (the "Bank"),
has re-approved a line of credit to you (the "Borrower"). This line
of credit will replace the existing line of credit evidenced by
your Note dated December 14, 1993 in the face amount of
$350,000,000, and upon your acceptance of this Agreement and
delivery of the attached Note, the existing Note will be cancelled
and returned to you.
All the details regarding the loan are outlined in the following
sections of this letter. If these terms are acceptable, please
execute the letter and the attached Note as provided at the end of
this letter.
1. Type of Facility. This is a committed revolving line of credit
pursuant to which the Borrower may request and the Bank,
subject to the terms and conditions of this letter, will make
advances to the Borrower from time to time until the
Expiration Date, in an amount in the aggregate at any time
outstanding not to exceed $350,000,000 (the "Line of Credit").
The "Expiration Date" means the earlier of (a) July 30, 1994
or such later date as may be designated by the Bank by written
notice to the Borrower, and (b) the date of death of the
Borrower.
2. Interest Rate. Interest on the unpaid balance of the Line of
Credit advances will be charged at a rate per annum which is
at all times equal to the money market rate offered in good
faith by the Bank and accepted by the Borrower as the rate at
which Bank would advance funds to the Borrower in the
principal amount requested for the period requested.
<PAGE> 2
3. Repayment. Subject to the terms and conditions of this letter,
the Borrower may borrow, repay and reborrow until the
Expiration Date. The outstanding principal balance and any
accrued but unpaid interest shall be due and payable on the
Expiration Date, unless the Expiration Date occurs on the date
of death of the Borrower, in which event the outstanding
principal balance and any accrued, but unpaid interest shall
be due and payable on the date which is fifteen (15) months
following the Expiration Date. Interest will be due and
payable on a monthly basis, and will be computed on the basis
of a year of 360 days and paid on the actual number of days
elapsed.
4. Note. The obligation of the Borrower to repay loans under the
Line of Credit shall be evidenced by a promissory note (the
"Note") in form and content satisfactory to the Bank.
5. Covenants. Unless compliance is waived in writing by the Bank
or until payment in full and termination of the Line of
Credit:
(a) The Borrower will promptly submit to the Bank such
information relating to the Borrower's affairs (including
but not limited to annual financial statements for the
Borrower) as the Bank may reasonably request.
(b) If the line of credit remains in effect upon the death of
the Borrower, the Borrower's executors will provide to
Bank a list of the assets of the estate within ninety
(90) days after the date of death and monthly thereafter.
(c) On and after the Expiration Date, if the Expiration Date
occurs on the date of death of the Borrower, the Borrower
will not (i) incur any indebtedness or (ii) unless and to
the extent such covenant would violate any applicable
banking law or regulation, create, incur or permit to
exist any pledge, lien or other encumbrance on any of its
property, now owned or hereafter acquired, without the
prior consent of the Bank.
To accept these terms, please sign the enclosed copy of this letter
as set forth below and return it to the Bank by April 15, 1994,
together with the enclosed Note, or this letter may be terminated
at the Bank's option without liability or further obligation of the
Bank.
<PAGE> 3
Thank you for giving this opportunity to work with you. We look
forward to other ways in which we may be of service to you.
Very truly yours,
By: /s/
-------------------------
ACCEPTANCE
With the intent to be legally bound hereby, the above terms and
conditions are hereby agreed to and accepted this 11th day of
March, 1994.
BORROWER:
/s/
- ----------------------------
Walter H. Annenberg
<PAGE> 4
COMMITTED LINE OF CREDIT NOTE
$350,000,000.00 March 11, 1994
FOR VALUE RECEIVED, WALTER H. ANNENBERG (the "Borrower"), with
an address at St. Davids Center, Suite A-200, 150 Radnor-Chester
Road, St. Davids, Pennsylvania 19087, promises to pay to the order
of, (the "Bank"), in lawful money of the United States of
America in immediately available funds at its offices located at
or at
such other location as the Bank may designate from time to time,
the principal sum of Three Hundred Fifty Million Dollars
($350,000,000.00) (the "Facility") or such lesser amount as may be
advanced to or for the benefit of the Borrower hereunder, together
with interest accruing on the outstanding principal balance from
the date hereof, as provided below:
1. Rate of Interest. Each advance outstanding under this
Note will bear interest at a rate per annum determined in the
Bank's sole discretion and accepted by Borrower, as offered in good
faith by the Bank to the Borrower as the rate at which the Bank
would advance funds to the Borrower in the principal amount
requested for the interest period requested, not to exceed thirty
(30) days.
Interest will be calculated on the basis of a year of 360
days for the actual number of days in each interest period. In no
event will the rate of interest hereunder exceed the maximum rate
allowed by law.
2. Advances. The Borrower may borrow, repay and reborrow
hereunder until the Expiration Date, subject to the terms and
conditions of this Note and the Loan Documents (as defined herein).
The "Expiration Date" shall mean the earlier of (a) July 30, 1994,
or such later date as may be designated by the Bank by written
notice from the Bank to the Borrower, and (b) the date of death of
the Borrower. The Borrower acknowledges and agrees that in no
event will the Bank be under any obligation to extend or renew the
Facility or this Note beyond the initial Expiration Date. In no
event shall the aggregate unpaid principal amount of advances under
this Note exceed the face amount of this Note.
3. Advance Procedures. A request for advance made by
telephone must be promptly confirmed in writing by such method as
the Bank may require. The Borrower authorizes the Bank to accept
telephonic requests for advances, and the Bank shall be entitled to
rely upon the authority of Borrower or any person designated by
Borrower providing such instructions. The Borrower hereby
indemnifies and holds the Bank harmless from and against any and
all damages, losses, liabilities, costs and expenses (including,
reasonable attorneys' fees and expenses) which may arise or be
created by the acceptance of such telephone requests or making such
advances. The Bank will enter on its books and records, which
entry when made will be presumed correct, the date and amount of
each advance, as well as the date and amount of each payment made
by the Borrower.
<PAGE> 5
4. Payment Terms. Accrued interest will be due and payable
on the last day of each month until the loan is repaid in full. The
outstanding principal balance and any accrued but unpaid interest
shall be due and payable on the Expiration Date; provided, however,
if the Expiration Date is the date of death of the Borrower, the
outstanding principal balance and any accrued and unpaid interest
shall be due and payable on the date which is fifteen (15) months
following the Expiration Date.
If any payment under this Note shall become due on a
Saturday, Sunday or public holiday under the laws of the
Commonwealth of Pennsylvania, such payment shall be made on the
next succeeding business day and such extension of time shall be
included in computing interest in connection with such payment.
The Borrower hereby authorizes the Bank to charge the Borrower's
deposit account at the Bank for any payment when due hereunder.
Payments received will be applied to charges, fees and expenses
(including attorneys' fees), accrued interest and principal in any
order the Bank may choose, in its sole discretion.
5. Default Rate. Upon maturity, whether by acceleration,
demand or otherwise, and at the option of the Bank upon the
occurrence of any Event of Default (as hereinafter defined) and
during the continuance thereof, this Note shall bear interest at a
rate per annum (based on a year of 360 days and actual days
elapsed) which shall be two (2) percentage points in excess of the
Prime Rate but not more than the maximum rate allowed by law (the
"Default Rate"). As used herein, "Prime Rate" shall mean the rate
publicly announced by the Bank from time to time as its prime rate.
The Prime Rate is not tied to any external rate or index and does
not necessarily reflect the lowest rate of interest actually
charged by the Bank to any particular class or category of
customers. If and when the Prime Rate changes, the rate of
interest on this Note will change automatically without notice to
the Borrower, effective on the date of any such change.
The Default Rate herein shall continue to apply whether or not
judgment shall be entered on this Note.
6. Prepayment. The indebtedness evidenced by this Note may
be prepaid in whole or in part at any time without penalty.
<PAGE> 6
7. Other Loan Documents. This Note is issued in connection
with a letter agreement dated March 9, 1994, the terms of which are
incorporated herein by reference (the "Loan Documents").
8. Events of Default. The occurrence of any of the
following events will be deemed to be an "Event of Default" under
this Note: (i) the nonpayment of any principal, interest or other
indebtedness under this Note when due; (ii) the occurrence of any
event of default or default and the lapse of any notice or cure
period under any other debt, liability or obligation to the Bank of
Borrower, including but not limited to any of the foregoing arising
under the Loan Documents or any other documents now or in the
future securing the obligations of Borrower to the Bank; (iii) the
filing by or against Borrower of any proceeding in bankruptcy,
receivership, insolvency, reorganization, liquidation, conservator-
ship or similar proceeding, or any assignment by Borrower for the
benefit of creditors, or any levy, garnishment, attachment or
similar proceeding is instituted against any property of Borrower
held by or deposited with the Bank; (iv) a default with respect to
any other indebtedness of Borrower for borrowed money, if the
effect of such default is to cause or permit the acceleration of
such debt; (v) the commencement of any foreclosure proceeding,
execution or attachment against any collateral securing the
obligations of Borrower to the Bank; (vi) the entry of a final
judgment against Borrower in an amount in excess of $10,000,000 and
the failure of such Borrower or Guarantor to discharge the judgment
within ten days of the entry thereof; (vii) any material adverse
change in the business, assets, operations or financial condition
of Borrower; (viii) any representation or warranty made by Borrower
to the Bank in any document, including but not limited to the Loan
Documents or any other documents now or in the future securing the
obligations of Borrower to the Bank, is false, erroneous or
misleading in any material respect; or (ix) the failure of Borrower
to observe or perform any covenant or other agreement with the Bank
contained in any document, including but not limited to the Loan
Documents or any documents now or in the future securing the
obligations of Borrower to the Bank.
Upon the occurrence of an Event of Default: (a) the Bank
shall be under no further obligation to make advances hereunder;
(b) if an Event of Default specified in clause (iii) above shall
occur, the outstanding principal balance and accrued interest
hereunder together with any additional amounts payable hereunder
shall be immediately due and payable without demand or notice of
any kind; (c) if any other Event of Default shall occur, the
outstanding principal balance and accrued interest hereunder
together with any additional amounts payable hereunder, at the
option of the Bank and without demand or notice of any kind, may be
accelerated and become immediately due and payable; (d) at the
option of the Bank, this Note will bear interest at the Default
Rate from the date of the occurrence of the Event of Default; and
(e) the Bank may exercise from time to time any of the rights and
remedies available to the Bank under the Loan Documents or under
applicable law.
<PAGE> 7
9. Power to Confess Judgment. The Borrower hereby empowers
any attorney of any court of record within the Commonwealth of
Pennsylvania, after the occurrence of any Event of Default
hereunder, to appear for the Borrower and, with or without
complaint filed, confess judgment, or a series of judgments,
against the Borrower in favor of the Bank or any holder hereof for
the entire principal balance of this Note and all accrued interest,
together with costs of suit and an attorney's commission of the
greater of 10% of such principal and interest or $1,000 added as a
reasonable attorney's fee, and for doing so this Note or a copy
verified by affidavit shall be a sufficient warrant. The Borrower
hereby forever waives and releases all errors in said proceedings
and all rights of appeal and all relief from any and all
appraisement, stay or exemption laws of any state now in force or
hereafter enacted. Interest on any such judgment shall accrue at
the Default Rate.
No single exercise of the foregoing power to confess
judgment, or a series of judgments, shall be deemed to exhaust the
power, whether or not any such exercise shall be held by any court
to be invalid, voidable, or void, but the power shall continue
undiminished and it may be exercised from time to time as often as
the Bank shall elect until such time as the Bank shall have
received payment in full of the debt, interest and costs.
10. Miscellaneous. No delay or omission of the Bank to
exercise any right or power arising hereunder shall impair any such
right or power or be considered to be a waiver of any such right or
power or any acquiescence therein nor shall the action or inaction
of the Bank impair any right or power resulting therefrom. The
Borrower agrees to pay on demand, to the extent permitted by law,
all costs and expenses incurred by the Bank in the enforcement of
its rights in this Note and any security therefor, including
without limitation reasonable fees and expenses of the Bank's
counsel. If any provision of this Note is found to be invalid by
a court, all the other provisions of this Note will remain in full
force and effect.
The Borrower hereby forever waives presentment, demand,
protest, notice of dishonor, notice of nonpayment or default and
any other notices of any kind. The Borrower also waives all
defenses based on suretyship or impairment of collateral.
If this Note is executed by more than one Borrower, the
obligations of such persons or entities hereunder will be joint and
several. This Note and the Loan Documents, specifically including
but not limited to the covenants contained in paragraph 5 therein,
shall bind the Borrower and the heirs, executors, personal
representatives, administrators, successors and assigns of the
Borrower, and the benefits hereof shall inure to the benefit of
Bank and its successors and assigns. All references herein to the
"Borrower" and "Bank" shall be deemed to apply to the Borrower and
Bank and their respective heirs, executors, personal
representatives, administrators, successors and assigns.
<PAGE> 8
This Note has been delivered to and accepted by the
Bank and will be deemed to be made in the Commonwealth of
Pennsylvania. This Note will be interpreted and the rights and
liabilities of the parties hereto determined in accordance with
the laws of the Commonwealth of Pennsylvania, excluding its
conflict of laws rules. The Borrower hereby agrees to the
jurisdiction of any state or federal court located within the
county where the Bank's office identified above is located, or
such other venue as the Bank chooses, and consents that all
service of process be sent by nationally recognized overnight
courier service directed to Borrower at the Borrower's address
set forth herein and service so made will be deemed to be
completed on the business day after deposit with such courier;
provided that nothing contained herein will prevent the Bank from
bringing any action or exercising any rights against any security
or against the Borrower individually, or against any property of
the Borrower within any other state or nation to enforce any
award or judgment obtained in the venue specified above, or such
other venue as the Bank chooses. The Borrower waives any
objection to venue and any objection based on a more convenient
forum in any action instituted hereunder.
11. Replacement Note. This Note supersedes and is a
replacement for a Note in the principal amount of $350,000,000
payable to Bank dated December 14, 1993 (the "Original Note").
However, without duplication, this Note shall in no way
extinguish Borrower's unconditional obligation to repay all
indebtedness evidenced by the Original Note.
12. WAIVER OF JURY TRIAL. THE BORROWER IRREVOCABLY WAIVES
ANY AND ALL RIGHTS THE BORROWER MAY HAVE TO A TRIAL BY JURY IN
ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE RELATING TO THIS
NOTE, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS NOTE OR ANY
TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS. THE BORROWER
ACKNOWLEDGES THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY
The Borrower acknowledges that it has read and
understood all the provisions of this Note, including the
confession of judgment and waiver of jury trial, and has been
advised by counsel as necessary or appropriate.
<PAGE> 9
WITNESS the due execution and sealing hereof with the
intent to be legally bound hereby.
Witness: /s/ /s/
------------------------ --------------------------------
Walter H. Annenberg
