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