UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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OPINION RESEARCH CORPORATION
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(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
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(Title of Class of Securities)
683755 10 2
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(CUSIP Number)
WOLF, BLOCK, SCHORR AND SOLIS COHEN
Twelfth Floor Packard Building
Philadelphia, PA 19102
Attention: David Gitlin, Esquire
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 18, 1996 (See Item 4)
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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 / /.
Page 1 of 39 pages
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SCHEDULE 13D / A
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CUSIP NO. 683755 10 2 Page 2 of 39 Pages
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DAVID GITLIN, TRUSTEE
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
U.S.A.
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7 SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY --------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 250,830
REPORTING --------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
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10 SHARED DISPOSITIVE POWER
250,830
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,830
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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)
6%
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14 TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
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CUSIP NO. 683755 10 2 Page 4 of 39 Pages
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CLIFFORD D. SCHLESINGER, TRUSTEE
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
U.S.A.
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7 SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY --------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 225,300
REPORTING --------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
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10 SHARED DISPOSITIVE POWER
225,300
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
225,300
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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)
5.4%
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14 TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D / B
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CUSIP No. 683755 10 2 Page 6 of 39 Pages
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Item 1 Security and Issuer
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This statement relates to the Common Stock, $0.01 par value ("Common
Stock"), of Opinion Research Corporation ("ORC"), a Delaware corporation with
its principal executive offices at 23 Orchard Road, Skillman, New Jersey 08558
Item 2 Identity and Background
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This statement is being filed by
A. David Gitlin ("Gitlin"), a U.S. citizen, whose business address is
Twelfth Floor Packard Building, S.E. Corner 15th and Chestnut Streets,
Philadelphia, Pennsylvania 19102-2678. Gitlin's present principal occupation is
that of an attorney in the law firm of Wolf, Block, Schorr and Solis-Cohen,
counsel for Michael R. Cooper and John F. Short, the Chairman and Vice- Chairman
of ORC, respectively; and
B. Clifford D. Schlessinger ("Schlessinger"), a U.S. citizen, whose
business address is Twelfth Floor Packard Building, S.E. Corner 15th and
Chestnut Streets, Philadelphia, Pennsylvania 19102-2678. Schlesinger's present
principal occupation is that of an attorney in the law firm of Wolf, Block,
Schorr and Solis-Cohen, counsel for Michael R. Cooper and John F. Short, the
Chairman and Vice-Chairman of ORC, respectively.
Within the last five years neither Gitlin, nor Schlesinger has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) and neither Gitlin nor Schlesinger has been a party to any civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which such person or entity 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.
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SCHEDULE 13D
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CUSIP No. 683755 10 2 Page 7 of 39 Pages
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Item 3. Source and Amount of Funds or Other Consideration
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Not applicable
Item 4. Purpose of Transaction
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(a) On December 18, 1996, Michael R. Cooper transferred 225,300 shares of
Common Stock of ORC to a Trust for the benefit of his children. Gitlin and
Schlesinger are the Trustees under such Trust.
On December 31, 1996, John F. Short transferred 25, 530 shares of Common
Stock of ORC to a Trust for the benefit of his children. Gitlin is a Trustee
under such Trust.
(b) Neither Gitlin nor Schlesinger has any present plans or proposals which
relate to or would result in:
(i) the acquisition by any person of additional securities of ORC, or
the disposition of securities of ORC;
(ii) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving ORC or any of its subsidiaries;
(iii) a sale or transfer of a material amount of assets of ORC or any
of its subsidiaries;
(iv) any change in the present board of directors or management of
ORC, including any plans or proposals to change the number or term of directors
or to fill any existing vacancies on the board;
(v) any material change in the present capitalization or dividend
policy of ORC;
(vi) any other material change in ORC's business or corporate
structure;
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SCHEDULE 13D
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CUSIP No. 683755 10 2 Page 8 of 39 Pages
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(vii) any change in ORC's charter or bylaws or any other action which
may impede the acquisition of control of ORC by any person;
(viii) causing a class of securities of ORC 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;
(ix) a class of equity securities of ORC becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934 (the "Exchange Act"); or
(x) any action similar to those enumerated in (i) - (ix) above.
Item 5. Interest in Securities of the Issuer
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None
Item 6. Contracts, Arrangements, Understandings and
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Relationships with Respect to Securities of the
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Issuer
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None.
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SCHEDULE 13D
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CUSIP No. 683755 10 2 Page 9 of 39 Pages
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Item 7. Material to be Filed as Exhibits
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Exhibit No. Description of Exhibit Page
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Exhibit 1 The Michael R. Cooper 11
1996 Indenture of Trust
Exhibit 2 The John F. Short 25
1996 Indenture of Trust
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SCHEDULE 13D
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CUSIP NO. 683755 10 2 Page 10 of 39 Pages
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S I G N A T U R E
After reasonable inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: May 2, 1997.
By:/s/ David Gitlin
---------------------------
David Gitlin
/s/ Clifford D. Schlesinger
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Clifford D. Schlesinger
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EXHIBIT 1
CONFORMED COPY
THE MICHAEL R. COOPER
1996 INDENTURE OF TRUST
I, MICHAEL R. COOPER, intending to be legally bound, do hereby establish
the following trusts, and I do hereby name DAVID GITLIN and CLIFFORD D.
SCHLESINGER as Trustees.
NOW, THEREFORE, intending to be legally bound, I hereby transfer, assign
and set over unto Trustees the property which is listed on Schedule "A" hereto
attached and made part hereof. The assets held hereunder shall be 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 property 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 divide all of the assets received by
them at any time hereunder into two equal shares, one of which shall be
attributable to each of my children, CAROLYN and JORDAN. Each such share shall
be held in a
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separate trust hereunder, the net income and principal of which shall be
disposed of as follows:
A. Until a child attains the age of twenty-one years, Trustees may
distribute to such child all or any portion of the net income and such portions
of the principal of his or her trust as Trustees, in their absolute discretion,
may deem advisable for such child's health, maintenance, support or education or
for any other purpose (including tax planning) as Trustees, in their absolute
discretion, may deem advisable. Any of the net income not so distributed in any
calendar year shall be accumulated and added to principal.
B. After a child attains the age of twenty-one years, Trustees shall
distribute to such child all of the net income of his or her trust in quarterly
or more frequent installments and Trustees may also distribute to such child
such portions of the principal of his or her trust as Trustees, in their
absolute discretion, may deem advisable for such child's health, maintenance,
support or education, to assist such child in the purchase of a home, the
purchase of or investment in a business or profession, or for any other purpose
(including tax planning) as Trustees, in their absolute discretion, may deem
advisable.
C. Notwithstanding the foregoing provisions of paragraphs A and B
hereof, Trustees shall distribute to a child and to each of such child's issue,
such portions of the principal added to such child's trust during each calendar
year as each of them may request in writing, provided: (a) such request is made
prior to February 15 of the next succeeding calendar year; and (b) the aggregate
of such distributions to each individual for any such year shall not exceed the
lesser of (i) an amount equal to the total principal so added to such child's
trust divided by the number of individuals then eligible to make requests or
(ii) five percent (5%) of the value of the principal of such child's trust,
taking into account all additions to principal during such calendar year. An
individual's right to distributions under this provision shall not be cumulative
and shall lapse to the extent not exercised for any calendar year.
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D. Upon a child's death, the balance of principal then remaining of
his or her trust shall be distributed to and among such child's 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 instrument in writing delivered to Trustees during his or her lifetime,
making specific reference to this power of appointment in such Will or other
instrument.
E. Upon a child's death, 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 such
child's 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 hereunder shall be added to such trust, to be held, administered
and disposed of in accordance with the terms hereof.
F. Notwithstanding the foregoing provisions of this Article II to the
contrary, any assets distributable to a grandchild of mine who has not attained
the age of thirty-five years shall be retained by Trustees in a separate trust
for such grandchild, the net income and principal of which shall be disposed of
as follows:
1. Until a grandchild attains the age of twenty-one years,
Trustees may distribute to such grandchild, from time to time, all or any
portion of the net income and such portions of the principal of his or her trust
as Trustees, in their absolute discretion, may deem advisable for such
grandchild's health, maintenance, support and education or for any other purpose
(including tax planning) as Trustees, in their absolute discretion, may deem
advisable. Any of the net income not so distributed during any calendar year
shall be accumulated and added to principal.
2. After a grandchild attains the age of twenty-one years,
Trustees shall distribute to such grandchild all of the net income of his or her
trust in convenient periodic installments and, in addition, Trustees may
distribute to such grandchild, from time to time, all or any portion of the
principal of such grandchild's trust
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as Trustees, in their absolute discretion, may deem advisable in accordance with
the standard prescribed in the foregoing subparagraph 1 hereof.
3. Trustees shall distribute to a grandchild the principal of his
or her trust upon his or her attaining the ages specified herein (valued, in
each case, as of the date of distribution): upon his or her attaining the age of
twenty-five years, one-third of the principal then remaining; upon his or her
attaining the age of thirty years, one-half of the principal then remaining; and
upon his or her attaining the age of thirty-five years, the balance of principal
then remaining. If at the time set for the establishment of a grandchild's trust
he or she has theretofore attained any of the ages specified above, Trustees
shall distribute to such grandchild the fractional share or shares, or the
entire principal, as the case may be, which such grandchild would theretofore
have received if he or she had attained that age during the existence of his or
her trust, the principal to be valued as of the date of distribution.
4. Upon the death of a grandchild prior to his or her attaining
the age of thirty-five years, 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, the said balance shall be distributed, per stirpes,
to the then living issue of such grandchild's parent who was a child of mine, or
if there is no such issue, to my issue then living, per stirpes, provided,
however, that any principal distributable to a child or grandchild of mine who
is then the beneficiary of a separate trust under this Article II shall be added
to (or used to reestablish) such trust and shall be held, administered and
disposed of in accordance with the provisions relating thereto.
5. Each trust established under this paragraph F shall terminate
no later than twenty-one years following the death of the last survivor of my
wife and my issue living on the date of this Indenture. Each trust which is
subsisting hereunder at the expiration of that period of time shall thereupon
terminate and the balance of principal then remaining shall be distributed,
outright, to my grandchild who is the beneficiary of such trust.
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G. If any part of the principal of any trust hereunder may be
subject to the generation-skipping transfer tax, I authorize Trustees to divide
any such trust 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 making any discretionary distribution of income or principal from
the separate trusts after division, Trustees 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 transfer tax or the trust
which is not exempt from such tax, or from both such trusts, as Trustees, in
their absolute discretion, may deem advisable.
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 Trustees, in their absolute discretion, may deem advisable,
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,
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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.
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, exercisable in
their absolute discretion, 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 different investments for 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;
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3. To change the organization thereof, by incorporation,
partnership agreement or otherwise;
4. To consent 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 living and 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.
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 nominee, the
nominee of their custodian, of their agent or of their agent's custodian, 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,
provided, however, that no Trustee shall participate in any decision regarding
discretionary distributions or
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applications under the terms of this Indenture which would satisfy such
Trustee's legal obligation to support a dependent.
L. In determining whether to make discretionary distributions or
applications of income or principal, to consider or decline to consider the
income or assets available to a beneficiary from other sources, provided that if
a beneficiary would otherwise be eligible for governmental or other benefits,
Trustees shall consider the availability of such benefits, it being my intention
that any discretionary distributions be a supplement to, and not a substitute
for, any such benefits.
M. To hold, manage, invest and account for the assets of each separate
trust either (1) as separate funds or (2) in one or more consolidated funds in
which each such trust may have a partial interest, provided that the records of
each such trust shall identify the interest held in each consolidated fund
(whether such interest represents an undivided part of the assets of the entire
fund, an interest in specific assets of the fund or a combination thereof).
N. 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.
O. To combine any trust hereunder with any other trust created by my
wife or me which may have terms substantially similar to the terms of the trusts
hereunder without the necessity of court approval, as Trustees, in their
absolute discretion, may determine.
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VI. SITUS OF TRUSTS
The State of New Jersey 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 New Jersey, regardless of the
jurisdiction in which the trusts may at any time actually be administered.
VII. DEFINITIONS
A. The use of the feminine shall be deemed to include the masculine or
neuter and the use of the singular to include the plural, and vice versa.
B. The term "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 "fiduciaries" shall be deemed to refer, where appropriate,
to Trustees, Custodians or Guardians.
VIII. DISCLAIMER PROVISION
Notwithstanding any other provision 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, in whole or
in part, any powers or beneficial interests granted to him or to her by law or
under the provisions hereof, provided that, in the case of a Trustee, no such
disclaimer, release or renunciation of a power shall be binding upon a Trustee's
successors, unless the said successors shall similarly disclaim, release or
renounce such power.
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IX. TRUSTEES
A. I appoint DAVID GITLIN and CLIFFORD D. SCHLESINGER as Trustees
hereunder.
B. Upon the death, resignation or inability of DAVID GITLIN or
CLIFFORD D. SCHLESINGER to serve as a Trustee hereunder, he shall be succeeded
by such individual or series of individuals as the remaining Trustee shall
designate in writing, from time to time. I direct that there shall be at all
times at least two Trustees serving hereunder.
C. Any vacancy which is not filled in accordance with the foregoing
provisions shall be filled by such individual designated in writing by the sui
juris beneficiary of such trust.
D. In designating a successor Trustee, if there is more than one trust
with respect to which a vacancy has occurred, I specifically permit the
designation of different individuals for each such vacancy.
E. 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 and designate the time when each such additional Trustee
shall commence to serve. The individual Trustees (other than any issue of mine
who may be serving as a Trustee hereunder) shall have the power to remove any
such additional corporate co-Trustee and to select, or to refrain from
selecting, a successor thereto. This power of appointment and removal shall not
be exhausted by one exercise thereof, but may be exercised from time to time.
F. Notwithstanding the foregoing provisions, my wife and I shall be
ineligible to serve as a Trustee hereunder.
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X. GUARDIANS
A. I hereby appoint Trustees serving hereunder at any time as the
Guardians of the estates of minor beneficiaries.
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 to make requests for principal in accordance with the
provisions of paragraph C of Article II hereof.
XI. NO DISCHARGE OF SUPPORT OBLIGATION
No distribution of income or principal made under the provisions of
the trusts created hereunder shall in any way relieve me or my wife of our
obligation to support and maintain our children, and any such distributions
shall be in addition to, rather than in substitution for, such obligation.
XII. OTHER FIDUCIARY PROVISIONS
A. Each additional or successor fiduciary shall have the same powers,
rights, duties, discretions and immunities as are herein conferred upon the
original fiduciaries, provided that if at any time any issue of mine is serving
as a Trustee hereunder, he or she shall not participate in any decisions
relating to discretionary distributions or applications under any of the
provisions of this Indenture.
B. The fiduciaries serving hereunder shall not be required to file
bond or enter security in any jurisdiction, any rule or law to the contrary
notwithstanding.
C. The fiduciaries serving hereunder are hereby relieved from any and
all liability for loss which results from their decisions, acts or failures to
act, arrived at in good faith.
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XIII. IRREVOCABILITY
This Indenture shall be irrevocable, and I reserve no right or power
to alter, amend or revoke any of the provisions hereof in any respect
whatsoever.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 18th day
of December, 1996.
SIGNED, SEALED and DELIVERED
in the presence of:
/s/Jacqueline Randolph /s/ Michael R. Cooper (SEAL)
Michael R. Cooper, Settlor
The undersigned do hereby accept the trusts hereby created and agree to
carry out the provisions on their part to be performed.
/s/ Shirley Tyler /s/ David Gitlin (SEAL)
David Gitlin
/s/ Suzanne Stock /s/ Clifford D. Schlesinger (SEAL)
Clifford D. Schlesinger
Trustees
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STATE OF NEW JERSEY :
: SS.
COUNTY OF SOMERSET :
On the 18th day of December , 1996, before me, the subscriber, a Notary
Public in and for the State and County aforesaid, personally appeared the
above-named MICHAEL R. COOPER and in due form of law acknowledged the foregoing
Indenture of Trust to be his act and deed and desired that the same might be
recorded as such.
WITNESS my hand and seal the day and year aforesaid.
/s/ Linda M. Brady
Notary Public
My Commission Expires:
Linda M. Brady
Notary Public Of New Jersey
My Commission Expires Apr. 22, 1997
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SCHEDULE "A"
DSC:378073.1
EXHIBIT 2
CONFORMED COPY
THE JOHN F. SHORT
1996 INDENTURE OF TRUST
I, JOHN F. SHORT, intending to be legally bound, do hereby establish the
following trusts, and I do hereby name my wife, CHRISTINE M. SHORT, and DAVID
GITLIN as Trustees.
NOW, THEREFORE, intending to be legally bound, I hereby transfer, assign
and set over unto Trustees the property which is listed on Schedule "A" hereto
attached and made part hereof. The assets held hereunder shall be 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 property 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 the assets received by them
at any time in a separate trust hereunder, the net income and principal of which
shall be disposed of as follows:
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A. Trustees may distribute to and among my wife, CHRISTINE, and our
children, DINA, WILLIAM and JOHN, or their issue, or any of them, from time to
time, all or any portion of the net income as Trustee other than my wife, in his
absolute discretion, may deem advisable. Any of the net income not so
distributed during any calendar year shall be accumulated and added to
principal.
B. Trustees shall distribute to DINA, WILLIAM and JOHN, and each of
their issue, such portions of the principal added to the trust during each
calendar year as each of them may request in writing, provided: (a) such request
is made prior to February 15 of the next succeeding calendar year; and (b) the
aggregate of such distributions to each individual for any such year shall not
exceed the lesser of (i) an amount equal to the total principal so added to the
trust divided by the number of individuals then eligible to make requests or
(ii) five percent (5%) of the value of the principal of the trust, taking into
account all additions to principal during such calendar year. An individual's
right to distributions under this provision shall not be cumulative and shall
lapse to the extent not exercised for any calendar year.
C. Subject to the provisions of paragraph B hereof, Trustees may also
distribute to and among my wife, CHRISTINE, and DINA, WILLIAM and JOHN, or their
issue, or any of them, from time to time, such portions of the principal of this
trust as Trustee other than my wife, in his absolute discretion, may deem
advisable.
D. In making distributions of income and principal in accordance with
the provisions of paragraphs A and C hereof, Trustee other than my wife need not
treat the beneficiaries equally or proportionately, and the pattern followed on
the occasion of any such distribution need not be followed on the occasion of
any subsequent distribution.
E. Upon my wife's death, the balance of principal then remaining shall
be distributed to and among our children, DINA, WILLIAM and
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JOHN, and their issue, or any of them, in such amounts or proportions, on such
terms and conditions, and subject to such trusts or limitations as my wife may
appoint by her Will or by other instrument in writing delivered to Trustees
during her lifetime, making specific reference to this power of appointment in
such Will or other instrument, provided that the share of each of our aforesaid
children (including a child's issue) shall be equal to the share of each of our
other said children (including their issue).
F. Upon my wife's death, to the extent that she fails to exercise
effectively the foregoing power of appointment, the balance of principal then
remaining of this trust shall be divided into equal shares representing our
children, DINA, WILLIAM and JOHN. Each such share shall be held in a separate
trust hereunder, the net income and principal of which shall be disposed of as
follows:
1. Trustees shall distribute to a child all of the net income of
his or her trust in quarterly or more frequent installments.
2. Trustees may also distribute to a child, from time to time,
such portions of the principal of his or her trust, without limitation of
amount, as Trustee other than a child of ours, in his absolute discretion, may
deem advisable for such child's health, maintenance, support or education, to
assist such child in the purchase of a home, the purchase of or investment in a
business or profession, or for any other reason (including tax planning) as such
Trustee, in his absolute discretion, may deem advisable.
3. Upon a child's death, the balance of principal then remaining
of his or her trust shall be distributed to and among such child's 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 instrument in writing delivered to Trustees during his or her
lifetime, making specific reference to this power of appointment in such Will or
other instrument.
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4. Upon a child's death, 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, the said balance
shall be distributed to those individuals and Trustees who would be entitled
thereto, and in the same proportions, as if the death of the survivor of my wife
and me had then occurred and the said balance constituted all of the assets
passing under the provisions of this paragraph F.
G. Notwithstanding the provisions of paragraph F hereof to the
contrary, any assets distributable to a grandchild of mine or my wife's who has
not attained the age of thirty-five years shall be retained by Trustees in a
separate trust for such grandchild, the net income and principal of which shall
be disposed of as follows:
1. Until a grandchild attains the age of twenty-one years,
Trustees may distribute to such grandchild, from time to time, all or any
portion of the net income and such portions of the principal of his or her trust
as Trustees, in their absolute discretion, may deem advisable for such
grandchild's health, maintenance, support and education or for any other purpose
(including tax planning) which Trustees, in their absolute discretion, may deem
advisable. Any of the net income not so distributed during any calendar year
shall be accumulated and added to principal.
2. After a grandchild attains the age of twenty-one years,
Trustees shall distribute to such grandchild all of the net income of his or her
trust in convenient periodic installments and, in addition, Trustees may
distribute to such grandchild, from time to time, all or any portion of the
principal of such grandchild's trust as Trustees, in their absolute discretion,
may deem advisable in accordance with the standard prescribed in the foregoing
subparagraph 1 hereof.
3. Trustees shall distribute to a grandchild the principal of his
or her trust upon his or her attaining the ages specified herein (valued, in
each case, as of the date of distribution): upon his or her attaining the age of
twenty-five years, one-third of the principal then remaining; upon his or her
attaining the age of thirty years, one-
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half of the principal then remaining; and upon his or her attaining the age of
thirty-five years, the balance of principal then remaining. If at the time set
for the establishment of a grandchild's trust he or she has theretofore attained
any of the ages specified above, Trustees shall distribute to such grandchild
the fractional share or shares, or the entire principal, as the case may be,
which such grandchild would theretofore have received if he or she had attained
that age during the existence of his or her trust, the principal to be valued as
of the date of distribution.
4. Upon the death of a grandchild prior to his or her attaining
the age of thirty-five years, 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, the said balance shall be distributed, per stirpes,
to the then living issue of such grandchild's parent who was a child of mine or
my wife's, or if there is no such issue, to the issue of mine and my wife's then
living, per stirpes, provided, however, that any principal distributable to a
child or grandchild of mine or my wife's who is then the beneficiary of a
separate trust under paragraph F hereof in the case of a child or this paragraph
G in the case of a grandchild shall be added to (or used to reestablish) such
trust and shall be held, administered and disposed of in accordance with the
provisions relating thereto.
5. Each trust established under this paragraph G shall terminate
no later than twenty-one years following the death of the last survivor of my
wife and the issue of mine or my wife's living on the date of this Indenture.
Each trust which is subsisting hereunder at the expiration of that period of
time shall thereupon terminate and the balance of principal then remaining shall
be distributed, outright, to my grandchild who is the beneficiary of such trust.
H. If any part of the principal of any trust hereunder may be subject
to the generation-skipping transfer tax, I authorize Trustees to divide any such
trust 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
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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 making any
discretionary distribution of income or principal from the separate trusts after
division, Trustee who is authorized to participate in discretionary
distributions of principal 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 transfer tax or the trust which is not
exempt from such tax, or from both such trusts, as such Trustee, in his absolute
discretion, may deem advisable.
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 Trustees, in their absolute discretion, may deem advisable,
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.
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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.
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, exercisable in
their absolute discretion, 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 different investments for 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;
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4. To consent 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 living and the owner thereof.
The foregoing powers shall be exercisable by my 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.
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 nominee, the
nominee of their custodian, of their agent or of their agent's custodian, 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,
provided, however, that no Trustee shall participate in any decision regarding
discretionary distributions or applications under the terms of this Indenture
which would satisfy such Trustee's legal obligation to support a dependent.
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L. In determining whether to make discretionary distributions or
applications of income or principal, to consider or decline to consider the
income or assets available to a beneficiary from other sources, provided that if
a beneficiary would otherwise be eligible for governmental or other benefits,
Trustees shall consider the availability of such benefits, it being my intention
that any discretionary distributions be a supplement to, and not a substitute
for, any such benefits.
M. To hold, manage, invest and account for the assets of each separate
trust either (1) as separate funds or (2) in one or more consolidated funds in
which each such trust may have a partial interest, provided that the records of
each such trust shall identify the interest held in each consolidated fund
(whether such interest represents an undivided part of the assets of the entire
fund, an interest in specific assets of the fund or a combination thereof).
N. 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.
O. To combine any trust hereunder with any other trust created by my
wife or me which may have terms substantially similar to the terms of the trusts
hereunder without the necessity of court approval, as Trustees, in their
absolute discretion, may determine.
VI. SITUS OF TRUSTS
The State of New Jersey is hereby designated as the situs of the
trusts herein provided, and all questions pertaining to the validity and
construction of
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this Indenture or the administration of the trusts hereunder shall be determined
in accordance with the laws of New Jersey, regardless of the jurisdiction in
which the trusts may at any time actually be administered.
VII. DEFINITIONS
A. The use of the feminine shall be deemed to include the masculine or
neuter and the use of the singular to include the plural, and vice versa.
B. The term "issue" or any other term denoting relationship shall
include: (1) any child who was adopted by my wife and/or 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 "fiduciaries" shall be deemed to refer, where appropriate,
to Trustees, Custodians or Guardians.
VIII. DISCLAIMER PROVISION
Notwithstanding any other provision 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, in whole or
in part, any powers or beneficial interests granted to him or to her by law or
under the provisions hereof, provided that, in the case of a Trustee, no such
disclaimer, release or renunciation of a power shall be binding upon a Trustee's
successors, unless the said successors shall similarly disclaim, release or
renounce such power.
IX. TRUSTEES
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A. I appoint my wife, CHRISTINE M. SHORT, and DAVID GITLIN as Trustees
hereunder.
B. Upon the death, resignation or inability of my wife to serve as a
Trustee hereunder, she shall be succeeded by such individual, individuals or
series of individuals as she may designate in writing. In the event of a vacancy
not so filled, our daughter, DINA MARIE BAIR, shall commence to serve as a
Trustee hereunder.
C. Upon the death, resignation or inability of DAVID GITLIN or any of
his successors to serve as a Trustee hereunder, the vacancy shall be filled by
such individual as may be designated by my wife, or if she is unable to make
such designation, by a majority of our children, DINA, WILLIAM and JOHN, then
living, provided that there shall be at all times at least one Trustee serving
hereunder other than my wife or an issue of either my wife or me.
D. 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 and designate the time when each such additional Trustee
shall commence to serve. The individual Trustees (other than my wife and any
issue of either my wife or me who may be serving as a Trustee hereunder) shall
have the power to remove any such additional corporate co-Trustee and to select,
or to refrain from selecting, a successor thereto. This power of appointment and
removal shall not be exhausted by one exercise thereof, but may be exercised
from time to time.
E. Notwithstanding the foregoing provisions, I shall be ineligible to
serve as a Trustee hereunder.
X. GUARDIANS
A. I hereby appoint Trustees serving hereunder at any time as the
Guardians of the estates of minor beneficiaries.
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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 to make requests for principal in accordance with the
provisions of paragraph B of Article II hereof.
XI. NO DISCHARGE OF SUPPORT OBLIGATION
No distribution of income or principal made under the provisions of
the trusts created hereunder shall in any way relieve me or my wife of our
obligation to support and maintain our children, and any such distributions
shall be in addition to, rather than in substitution for, such obligation.
XII. OTHER FIDUCIARY PROVISIONS
A. Each additional or successor fiduciary shall have the same powers,
rights, duties, discretions and immunities as are herein conferred upon the
original fiduciaries, provided that if at any time any issue of mine or of my
wife is serving as a Trustee hereunder, he or she shall not participate in any
decisions relating to discretionary distributions or applications under any of
the provisions of this Indenture.
B. The fiduciaries serving hereunder shall not be required to file
bond or enter security in any jurisdiction, any rule or law to the contrary
notwithstanding.
C. The fiduciaries serving hereunder are hereby relieved from any and
all liability for loss which results from their decisions, acts or failures to
act, arrived at in good faith.
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XIII. IRREVOCABILITY
This Indenture shall be irrevocable, and I reserve no right or power
to alter, amend or revoke any of the provisions hereof in any respect
whatsoever.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 31st day
of December, 1996.
SIGNED, SEALED and DELIVERED
in the presence of:
/s/ Jacqueline Randolph /s/ John F. Short (SEAL)
John F. Short, Settlor
The undersigned do hereby accept the trusts hereby created and agree
to carry out the provisions on their part to be performed.
/s/ Jacqueline Randolph /s/ Christine M. Short (SEAL)
Christine M. Short
/s/ Shirley Tyler /s/ David Gitlin (SEAL)
David Gitlin
Trustees
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STATE OF NEW JERSEY :
: SS.
COUNTY OF SOMERSET :
On the 31st day of December, 1996, before me, the subscriber, a Notary
Public in and for the State and County aforesaid, personally appeared the
above-named JOHN F. SHORT and in due form of law acknowledged the foregoing
Indenture of Trust to be his act and deed and desired that the same might be
recorded as such.
WITNESS my hand and seal the day and year aforesaid.
/s/Linda M. Brady
Notary Public
My Commission Expires:
Linda M. Brady
Notary Public Of New Jersey
My Commission Expires Apr. 22, 1997
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SCHEDULE "A"
DSC:376507.1
