UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
FIRST KEYSTONE CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $2.00 PER SHARE
(Title of Class of Securities)
320654205
(CUSIP Number)
Robert E. Bull, 323 West Fourth Street, Nescopeck, PA 18635
(570) 759-1231
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 21, 2001
(Date of Event which Requires Filing of this Statement)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act 9 (however, see the
Notes).
Page 1 of 24 pages
SCHEDULE 13D
CUSIP NO. 320654205
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert E. Bull
192-24-5832
2. CHECK THE APPROPRIATE LETTER IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS: PF
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 of America
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE VOTING POWER: 165,652
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED VOTING POWER: 4,422
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE DISPOSITIVE POWER: 165,652
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED DISPOSITIVE POWER: 4,422
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 170,074
12. CHECK IF THE AGGREGATE AMOUNT IN NUMBER 11 EXCLUDES
CERTAIN SHARES:
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN NUMBER 11: 6.00%
14. TYPE OF REPORTING PERSON: IN
Page 2 of 24 pages
Schedule 13D - Amendment No. 1
Robert E. Bull
This Amendment No. 1 is filed on behalf of Robert E. Bull to
amend the Schedule 13D, filed with the Commission and dated May
3, 1993, with respect to the Common Stock, $2.00 par value per
share of First Keystone Corporation, a Pennsylvania business
corporation (the "Issuer"), held by Mr. Bull.
Because this Amendment is filed via EDGAR and the prior
filing was not filed via EDGAR, Mr. Bull includes his Schedule
13D thereto as an Exhibit to this Amendment No. 1.
ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, par value $2.00
per share (the "Common Stock"), of First Keystone Corporation, a
Pennsylvania corporation ( the "Issuer"), which has its principal
executive offices at 111 West Front Street, Berwick, Pennsylvania
18603; telephone number 570-752-3671.
ITEM 2. IDENTITY AND BACKGROUND
This statement on Schedule 13D is being filed on behalf of
Robert E. Bull ("Mr. Bull").
Mr. Bull's residence address is 323 West Fourth Street,
Nescopeck, Pennsylvania 18635. Mr. Bull is a retired attorney
from the law offices of Bull, Bull & Knecht, 106 Market Street,
Berwick, Pennsylvania 18603.
During the last five years, Mr. Bull has not been convicted
in any criminal proceeding and has not been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he was subject to a judgement,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
laws or finding any violations with respect to such laws.
Mr. Bull is a citizen of the United States of America and a
resident of Pennsylvania.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
All funds to purchase the shares by Robert E. Bull were
from personal funds. The funds to purchase shares for Bull, Bull
& Knecht were provided through First Keystone Corporation
Dividend Reinvestment Plan.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the acquisitions by the Reporting Person is
for investment purposes. The Reporting Person has no plans or
proposals which relate to or would result in:
(a) The acquisition by any person of additional securities
of the Issuer, or the disposition of securities of the
Issuer;
Pages 3 of 24
(b) An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of
the Issuer or any of its subsidiaries;
(d) Any change in the present board of directors or
management of the Issuer, including any plans or
proposals to change the number of term of directors or
to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or
dividend policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure including but not limited to, if
the Issuer is a registered closed-end investment
company, any plans or proposals to make any changes in
its investment policy for which a vote is required by
section 13 of the Investment Company Act of 1940;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede
the acquisition of control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be
delisted from a national securities exchange or to
cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities
association;
(i) A class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The purpose of this Amendment No. 1 is to report the gift
distribution, sale and purchase of First Keystone Corporation
Common Stock. In addition, this Amendment No. 1 reflects the
declaration of three 10% stock dividends and one 3 for 1 stock
split issued in the form of a 200% stock dividend by the Issuer.
These events occurred as follows:
(1) On December 14, 1993, the Issuer declared a 10% stock
dividend which resulted in the increase at no cost to the
Reporting Person of 5,349 shares of Common Stock beneficially
owned by the Reporting Person, whose percent of class was
unchanged at 7.28%.
(2) On January 4, 1996, the Issuer declared a 10% stock
dividend which resulted in the increase at no cost to the
Reporting Person of 5,883 shares of Common Stock beneficially
owned by the Reporting Person, whose percent of class was
unchanged at 7.28%.
Pages 4 of 24
(3) On December 19, 1996, a gift distribution of the Common
stock, beneficially owned by the Reporting Person took place,
resulting in a decrease of 1,080 shares to Reporting Person,
whose percent of class was decreased to 7.16%.
(4) On May 1, 1997, a gift distribution of the Common
Stock, beneficially owned by the Reporting Person took place,
resulting in a decrease of 1,095 shares to Reporting Person,
whose percent of class was decreased to 7.04%.
(5) On May 16, 1997, the Issuer declared a 10% stock
dividend which resulted in the increase at no cost to the
Reporting Person of 6,254 shares of Common Stock beneficially
owned by the Reporting Person, whose percent of class was
unchanged at 7.04%.
(6) On March 2, 1998, the Issuer declared a 3 for 1 stock
split issued in the form of a 200% stock dividend which resulted
in the increase at no cost to the Reporting Person of 137,622
shares of Common Stock beneficially owned by the Reporting
Person, whose percent of class was unchanged at 7.04%.
(7) On June 24, 1998, a purchase of 700 shares was made
for the Reporting Person's IRA account at a cost of $32.00 per
share, whose percent of class was increased to 7.07%.
(8) On December 22, 1998, a gift distribution of the
Common Stock, beneficially owned by the Reporting Person took
place, resulting in a decrease of 5,400 shares to Reporting
Person, whose percent of class was decreased to 6.96%.
(9) On August 11, 1999, a sale of the Common Stock,
beneficially owned by the Reporting Person took place, resulting
in a decrease of 1,491 shares at a price of $28.125 per share,
whose percent of class was changed to 7.07%.
(10) On August 30, 1999, a sale of the Common Stock,
beneficially owned by the Reporting Person took place, resulting
in a decrease of 168 shares at a price of $28.00 per share, whose
percent of class was decreased to 7.06%.
(11) On December 16, 1999, a sale of the Common Stock,
beneficially owned by the Reporting Person took place, resulting
in a decrease of 1,515 shares at a price of $24.50 per share,
whose percent of class was decreased to 7.01%.
(12) On December 21, 1999, a gift distribution of the
Common Stock, beneficially owned by the Reporting Person took
place, resulting in a decrease of 7,200 shares to Reporting
Person, whose percent of class was decreased to 6.75%.
(13) On January 21, 2000, a sale of the Common Stock,
beneficially owned by the Reporting Person took place, resulting
in a decrease of 962 shares at a price of $20.00 per share, whose
percent of class was decreased to 6.72%.
(14) On August 4, 2000, a gift distribution of the Common
Stock, beneficially owned by the Reporting Person took place,
resulting in a decrease of 9,900 shares to Reporting Person,
whose percent of class was decreased to 6.37%.
Pages 5 of 24
(15) On October 3, 2001, 20 shares of the Common Stock
were acquired for Bull, Bull & Knecht through the First Keystone
Corporation Dividend Reinvestment Plan for the beneficial
ownership of Reporting Person at a price of $20.25 per share,
whose percent of class was unchanged at 6.32%.
(16) On November 15, 2001 a sale of the Common Stock,
beneficially owned by the Reporting Person took place, resulting
in a decrease of 1,443 shares at a price of $21.00 per share,
whose percent of class was decreased to 6.32%.
(17) On December 21, 2001, a gift distribution of the
Common Stock, beneficially owned by the Reporting Person took
place, resulting in a decrease of 9,000 shares to Reporting
Person, whose percent of class was decreased to 6.00%.
ITEM 5(a) is hereby amended to report:
Robert E. Bull - 165,652 shares
Bull, Bull, & Knecht - 2,015 shares
Bull & Bull Profit Sharing Plan - 2,407 shares
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Not Applicable
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
A. Schedule 13D, dated May 3, 1993.
Page 6 of 24 Pages
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.
January 2, 2002 /s/ Robert E. Bull
Robert E. Bull, Reporting Person
Page 7 of 24 Pages
EXHIBIT INDEX
A. Schedule 13D, dated May 3, 1993.
EXHIBIT A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
FIRST KEYSTONE CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $2.00 PER SHARE
(Title of Class of Securities)
320654205
(CUSIP Number)
Robert E. Bull, 323 West Fourth Street, Nescopeck, PA 18635
(570) 759-1231
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 3, 1993
(Date of Event which Requires Filing of this Statement)
Check the following box if a fee is being paid with the statement
X. (A fee is not required only if the reporting person: (1) has
a previous statement on file reporting beneficial ownership of
more than five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7).
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or other Bull
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act.
SCHEDULE 13D
CUSIP No. 320654205 Page 2 of 10 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert E. Bull
192-24-5832
2. CHECK THE APPROPRIATE LETTER IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS: Personal Funds
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 of America
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE VOTING POWER: 2,476
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED VOTING POWER: 38,352
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE DISPOSITIVE POWER: 2,476
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED DISPOSITIVE POWER: 38,352
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 53,500
12. CHECK IF THE AGGREGATE AMOUNT IN NUMBER 11 EXCLUDES CERTAIN
SHARES:
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN NUMBER 11: 7.28%
14. TYPE OF REPORTING PERSON: IN
SCHEDULE 13D
Robert E. Bull
ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, par value $2.00
per share (the "Common Stock"), of First Keystone Corporation
(the "Issuer"). The principal executive offices of the Issuer
are located at 111 West Front Street, Berwick, Pennsylvania
18603; telephone number (717) 752-3671.
ITEM 2. IDENTITY AND BACKGROUND
The following information is with respect to the Reporting
Person:
(a) Robert E. Bull
(b) 323 West Fourth Street, Nescopeck, Pennsylvania 18635
(c) Attorney-at-Law; Bull, Bull & Knecht, 106 Market
Street, Berwick, Pennsylvania 18603
(d) During the last five years, the Reporting Person has
not been convicted in a criminal proceeding.
(e) During the last five years, the Reporting Person has
not been a party to a civil proceeding or
administrative body and was or is not subject to a
judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or
finding any violation with respect to such laws.
(f) United States of America.
The following information is with respect to the spouse of
the Reporting Person, who holds 12,672 shares of the Common Stock
jointly with the Reporting Person:
(a) Sara E. Bull
(b) 323 West Fourth Street, Nescopeck, Pennsylvania 18635
(c) Homemaker at same above address.
(d) During the last five years, Mrs. Bull has not been
convicted in a criminal proceeding.
(e) During the last five years, Mrs. Bull has not been a
party to a civil proceeding or administrative body and
was or is not subject to a judgment, decree or final
order enjoying future violations of, or prohibiting or
mandating activities subject to, federal or state
securities laws or finding any violation with respect
to such laws.
(f) United States of America.
3
The following information is with respect to a law firm
partner of the Reporting Person under the partnership, Bull, Bull
& Knecht and a co-trustee under Bull & Bull Profit Sharing Plan.
Such partnership and plan hold in the aggregate 2,500 shares of
the Common Stock:
(a) Robert A. Bull
(b) 106 Market Street, Berwick, Pennsylvania 18603
(c) Attorney-at-Law; Bull, Bull & Knecht, 106 Market
Street, Berwick, Pennsylvania 18603
(d) During the last five years, Robert A. Bull has not
been convicted in a criminal proceeding.
(e) During the last five years, Robert A. Bull has not
been a party to a civil proceeding or administrative
body and was or is not subject to a judgment, decree
or final order enjoining future violations of, or
prohibiting or mandating activities subject to,
federal or state securities laws or finding any
violation with respect to such laws.
(f) United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS
The following table presents certain information with
respect to the shares of the Common Stock held by the Reporting
Person, his spouse, the law firm of Bull, Bull & Knecht and the
Bull & Bull Profit Sharing Plan. All funds to purchase shares by
the Robert E. and Sara E. Bull were from personal funds. All
funds to purchase the shares by Bull, Bull & Knecht and Bull &
Bull Profit Sharing Plan were from funds provided by the law firm
of Bull, Bull & Knecht.
ROBERT E. BULL - INDIVIDUAL OWNERSHIP
No. of Cost
Date Transferred From or To Shares (In Dollars)
____ ______________________ ______ ___________
07/26/56 New issue 75 30.30
10/13/56 25 0.00
02/23/60 From George L. Low 49 0.00
03/01/60 New issue ($35 + 5 rights 205 36.50
at $.30 ($1.50))
4/20/72 To Robert E. & Sara E. Bull -254 0.00
02/04/77 100% stock dividend 100 0.00
04/01/77 New issue ($50 + 8 rights 25 51.12
at $.14 ($1.12))
05/08/86 5/1 split 1,125 0.00
06/16/87 New issue 113 36.00
01/03/89 100% stock dividend 1,238 0.00
_____
TOTAL 2,476
4
ROBERT E. AND SARA E. Bull
No. of Cost
Date Transferred From or To Shares (In Dollars)
____ ______________________ ______ ___________
12/01/60 From James McElrath, Jr. 200 0.00
07/09/65 From Miners Nat'l Bank 375 0.00
Trustee
07/12/65 From Helen C. Owens 102 0.00
09/17/65 From James Jr. & Ethel 90 0.00
McElrath
06/16/67 From Elizabeth Boswald 152 0.00
Estate
04/20/72 From Robert E. Bull 254 0.00
07/26/73 From Willard F. Kelchner 50 57.50
01/06/76 From I.D. Bull Estate 152 0.00
02/04/77 100% stock dividend 1,375 0.00
04/01/77 New issue ($50 + 8 rights 382 51.12
@ $.14 ($1.12))
05/20/80 From Ralph Manning 57 53.00
05/20/80 From Ralph & Ruth Manning 11 53.00
08/15/84 From Peter & Catherine 50 63.50
Gaydosh
05/06/86 5/1 split 16,250 0.00
06/16/87 New issue 1,625 36.00
08/07/87 New issue 51 36.00
01/03/89 100% stock dividend 17,926 0.00
______
TOTAL 35,852
SARA E. BULL
No. of Cost
Date Transferred From or To Shares (In Dollars)
____ ______________________ ______ ___________
07/16/61 From Ellen Muster 100 0.00
03/21/75 From Elizabeth Owens Ogilvi 300 57.50
11/26/75 From Leeco & Co. 48 60.00
10/28/76 From FNB Trustee fro 50 70.00
Emery A. Keller
02/04/77 100% stock dividend 498 0.00
04/01/77 New issue ($50 + 8 rights 125 51.12
@ $.14 ($1.12))
07/28/78 From Alen & Carol Smith 22 52.50
05/20/80 From Ralph & Ruth Manning 9 53.00
05/06/86 5/1 split 5,760 0.00
06/16/87 New issue 576 36.00
01/03/89 100% stock dividend 6,336 0.00
______
TOTAL 12,672
5
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the acquisitions by the Reporting Person is
for investment purposes. The Reporting Person has no plans or
proposals which relate to or would result in:
(a) The acquisition by any person of additional securities
of the Issuer, or the disposition of securities of the
Issuer;
(b) An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of
the Issuer or any of its subsidiaries;
(d) Any change in the present board of directors or
management of the Issuer, including any plans or
proposals to change the number of term of directors or
to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or
dividend policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure including but not limited to, if
the Issuer is a registered closed-end investment
company, any plans or proposals to make any changes in
its investment policy for which a vote is required by
section 13 of the Investment Company Act of 1940;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may
impede the acquisition of control of the Issuer by any
person;
(h) Causing a class of securities of the Issuer to be
delisted from a national securities exchange or to
cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities
association;
(i) A class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
6
ITEM 5. INTEREST IN SECURITIES OF ISSUER
(a) Robert E. Bull - 2,476 Shares
Robert E. and Sara E. Bull - 35,852 Shares
Sara E. Bull - 12,672 Shares
Bull, Bull & Knecht - 500 Shares
Bull & Bull Profit Sharing Plan - 2,000 Shares
(b) Robert E. and Sara E. Bull has sole voting and
dispositive powers over the shares that they hold
individually. Robert E. and Sara E. Bull, share
equally in the voting and dispositive powers over the
shares held jointly in their names. Robert E. Bull
and Robert A. Bull share equally in the voting and
dispositive powers over the shares held by Bull, Bull
& Knecht and the Bull & Bull Profit Sharing Plan.
(c) None
(d) None
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Excerpts from the trust document establishing the Bull &
Bull Profit Sharing Plan that delineate the investment powers of
the trustees.
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.
May 6, 1993 /s/ Robert E. Bull
Robert E. Bull, the Reporting Person
7
EXCERPTS FROM THE TRUST DOCUMENT WITH RESPECT
TO THE BULL & BULL PROFIT SHARING PLAN
8
16.3 RESPONSIBILITY OF THE TRUSTEE
The general responsibilities of the Trustee shall be as
follows:
(a) Except as expressly otherwise provided herein, the
Trustee shall have exclusive authority and
discretion to manage and control the assets of the
Plan held in the Fund.
(b) The Trustee shall hold, administer, invest and
reinvest, and disburse the Fund in accordance with
the powers stated herein.
(c) The Trustee shall disburse moneys and other
properties from the Fund on direction of the
Employer, pursuant to the provision of the Plan at
the time or times, to the payee or payees specified
by the Employer in directions to the Trustee in
such form as the Trustee may reasonably require.
The Trustee shall be under no liability for any
distribution made by it pursuant to such directions
and shall be under no duty to make inquiry as to
whether any distribution made by it pursuant to any
such direction is made pursuant to the provisions
of the Plan. The receipt of a distribution by the
Payee shall constitute a full acquittance to the
Trustee.
(d) The Trustee shall have the responsibilities. If
any, expressly allocated to it by the Plan. Except
as responsibilities may be expressly so allocated,
the Trustee in its capacity as such shall have no
responsibility or authority with respect to the
operation and administration of the Plan. However,
if the Trustee is notified that any action on its
part is necessary or desirable and the Employer has
failed or is unable to furnish the Trustee with the
necessary instructions or information, the Trustee
may take such action as it deems necessary or
desirable, consistent with the Plan, including,
without limitation action respecting interpretation
of the Plan and payment of benefits.
(e) If the employer so elects, the Trustees' discretion
to manage and control the assets of the Plan held
in the Trust Fund or to acquire or dispose of any
such assets shall be subject to the direction of
the Employer. Should the Employer appoint an
Investment Manager to manage any assets of the
trust fund, the Trustees power to manage and
control or to acquire or dispose of such assets
shall be subject to the direction of the Investment
Manager.
(f) At any time when there is more than one Trustee,
the Trustees shall act by majority vote.
16.4 COMPENSATION AND EXPENSES
The Trustee shall be entitled to receive such reasonable
compensation for its services hereunder as may be agreed upon
with the Employer; provided, however, that no Employee who is a
Trustee shall receive compensation for services rendered as a
Trustee. The Trustee shall be entitled to reimbursement for all
reasonable and necessary costs, expenses, and disbursements
incurred by it in the performance of such services. Such
compensation and reimbursements shall be paid from the Fund if
not paid directly by the Employer and shall constitute a lien
upon the Fund until paid.
9
16.5 RECORDS AND ACCOUNTING
The Trustee shall maintain such records as may be
reasonably necessary for the proper administration of the Fund.
As soon as reasonably practicable following a Plan Valuation Date
of the Fund, and as soon as reasonably practicable after the
resignation or removal of a Trustee has become effective, the
Trustee shall file with the Employer a written account setting
forth all receipts, disbursements, and other transactions
effected by it during the Plan Year, or during the part of the
Plan Year to the date the resignation or removal is effective, as
the case may be, and shall certify the fair market value of the
assets of the Fund. The accounting shall also furnish the
Employer such other information as the Trustee may possess and as
may be necessary for the Employer to comply with the reporting
requirements of the Employee Retirement Income Security Act of
1974. The Trustee shall have no duty to furnish information about
the Fund to any person except that expressly provided herein or
as required by law. Any accounting when approved by the Employer
will be binding and conclusive as to the Employer, Plan
Participants and Beneficiaries, and the Trustee will thereby be
released and discharged from any liability or accountability to
the Employer, Plan Participants or Beneficiaries with respect to
matters set forth therein. Omission by the Employer of any
written objection to any specific item in any such accounting
within one hundred eighty days after its delivery will constitute
approval of the Account by the Employer. If there is a
disagreement between the Trustee and anyone as to any act or
transaction reported in an accounting, the Trustee shall have the
right to have its account settled by a court of competent
jurisdiction.
16.6 RECORD RETENTION
The Trustee shall retain its records relating to the Fund
as long as necessary for the proper administration thereof and at
least for any period required by the Employee Retirement Income
Security Act of 1974 or other applicable law.
16.7 RESIGNATION AND REMOVAL OF TRUSTEE
(a) The Trustee may resign by giving the Employer
thirty (30) days' (or such shorter period as the
Employer may approve in writing) written notice of
its resignation, such notice period to commence
upon the mailing thereof. The Employer shall
thereupon appoint a successor Trustee to assume the
rights, powers and duties of the Trustee and shall
promptly give the Trustee written notice of the
appointment of such successor Trustee. The Trustee
shall forthwith deliver to the successor Trustee
and as soon as possible thereafter account to the
successor Trustee for each and every Fund asset and
any and all records of the Fund that are in its
possession or control.
(b) The Employer may remove the Trustee by giving the
Trustee thirty (30) days' (or such shorter period
as the Trustee may approve in writing) written
notice of its removal, such notice period to
commence upon the receipt thereof by the Trustee,
and which written notice shall identify the
successor Trustee appointed by the Employer to
assume the rights, powers and
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duties of the Trustee. The Trustee shall forthwith
deliver to the successor Trustee and as soon as
possible thereafter account to the successor
Trustee for each and every Fund asset and all
records of the Fund that are in its possession or
control.
(c) A Custodian may serve as the successor to the
Trustee hereunder if, with respect to the Plan and
the Custodian, the requirements of Article XVII are
satisfied.
16.8 DEALINGS OF OTHERS WITH TRUSTEE
No person (corporate or individual) dealing with the
Trustee shall be required to see the application of any money
paid or property delivered to the Trustee or to determine whether
the Trustee is acting pursuant to any authority granted to it
under the Plan.
16.9 TRUSTEE'S POWER TO PROTECT ITSELF ON ACCOUNT OF TAXES
The Trustee, as a condition to making a distribution of a
Participant's Account, may require the person or persons entitled
to receive a distribution in such event to furnish the Trustee
with proof of payment of all income, inheritance, estate,
transfer, legacy and/or succession taxes, and all other taxes of
any different type or kind that may be imposed under or by virtue
of any state or federal statute or law upon the payment,
transfer, descent, or distribution of such Account and for the
payment of which the Trustee may, in its judgement, be directly
or indirectly liable. In lieu of the foregoing, the Trustee
unless prevented by law, may deduct, withhold and transmit to the
proper taxing authorities any such tax which it may be permitted
or required to deduct and withhold and the Account to be
distributed in such case shall be correspondingly reduced. In the
event any distribution is subject to Federal or State withholding
requirements the Trustee may require evidence that such
withholding requirements have been met or that a waiver thereof
is available and the conditions of the waiver have been
satisfied.
16.10 OTHER POWERS OF TRUSTEE
In extension, but not in limitation of the rights, powers
and discretions conferred upon the Trustee herein, the Trustee
shall have and may exercise from time to time in the management
and custody of the assets of the Fund and, for the purpose of
distribution after the termination thereof, and, for the purpose
of distribution of Participant's Accounts, without order or
license of any court, any one or more or all of the following
rights, powers and discretions:
(a) To invest and reinvest the assets of the Fund with
the care, skill, prudence and diligence under the
circumstances then prevailing that a prudent man
acting in a like capacity and familiar with such
matters would use in the conduct of an enterprise
of like character and the like aims (and to the
extent possible consistently with the most recent
funding policy method adopted by the Employer and
communicated to the Trustee) without limitation by
any statute, rule or law, or regulation of any
governmental body prescribing or limiting the
investment of trust assets by corporate or
individual Trustees,
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in or to certain kinds, types, or classes of
investments or prescribing the portion of the Fund
which may be invested in any one property or kind,
type, or class of investment. Specifically and
without limiting the generality of the foregoing,
the Trustee may invest and reinvest principal and
accumulated income of the Fund in preferred and
common stocks of any kind or class of any
corporation, including but not limited to
investment and small business investment companies
of all types; voting trust certificates; interest
in investment trusts; shares of mutual funds;
interest in a common trust, variable demand note or
other type of pooled or collective fund operated by
the Trustee; bonds, notes and debentures, secured
or unsecured; mortgages on real or personal
property; covered call options; deposits in a
commercial or savings bank or a savings and loan
association including savings accounts or time
deposits in the Trustee if the Trustee (or a
Co-Trustee) is a bank or other Financial
Institution; conditional sales contracts; real
estate and leases. The Plan may acquire and hold up
to 10% of the market value of its assets in
securities issued by an Employer. Investment of the
entire Fund in common stocks shall be deemed
appropriate at any phase of the economic business
cycle, but is not, however, the purpose hereof to
direct that the Fund shall be invested either
entirely or to any extent whatsoever in such common
stocks. The Trustee shall be entitled to commingle
the accounts of Participants and invest, reinvest,
control and manage each of the same in a common
Fund, except to the extent the Employer permits
Participants to direct their own investments and
such Participants elect to do so.
(b) To sell, exchange or to otherwise dispose of any
asset of whatsoever character at any time held by
the Trustee in trust hereunder.
(c) To segregate any part or portion of the Fund for
the purpose of administration or distribution
thereof and, in its sole discretion, to hold the
Fund uninvested whenever and for so long as, in the
Trustee's discretion, the same is likely to be
required for payment in cash of Participants'
Accounts normally expected to be distributed in the
near future, or whenever, and for as long as market
conditions are uncertain, or for any other reason
which, in the Trustee's discretion, requires such
action or makes such action advisable.
(d) To retain and employ such attorneys, agents and
servants as may be necessary or desirable, in the
opinion of the Trustee, in the administration of
the Fund, and to pay them such reasonable
Compensation for their services as may be agreed
upon as an expense of administration of the Fund,
including power to employ and retain counsel upon
any matter of doubt as to the meaning of or
interpretation to be placed upon this Plan or any
provisions thereof with reference to any question
arising in the administration of the Fund or
pertaining to the distribution thereof or
pertaining to the rights and liabilities of the
Trustee hereunder or to the rights and claims of
Participants and Beneficiaries, and the Trustee, in
any such event, may act in reliance upon the
advice, opinions,
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records, statements, and computations of any
attorneys and agents and on the records, statements
and computations of any servants so selected by it
in good faith and shall be released and exonerated
of and from all liability to anyone in so doing
(except to the extent liability is imposed under
the Employee Retirement Income Security Act of
1974).
(e) To institute, prosecute, and maintain, or to
defend, any proceeding at law or in equity
concerning the Plan or Fund or the assets thereof
or any claims thereof or any claims thereto, or the
interests of Participants and Beneficiaries
hereunder at the sole cost and expense of the Fund
and/or at the sole cost and expense of the
Participant's Account that may be concerned therein
or that may be affected thereby as, in the
Trustee's option, shall be fair and equitable in
each case, and to compromise, settle and adjust all
claims and liabilities asserted by or against the
Trustee, on such terms as the Trustee, in each such
case, shall deem reasonable and proper, but the
Trustee shall be under no duty or obligation to
institute, prosecute, maintain or defend any suit,
action or other legal proceeding unless it shall be
indemnified to its satisfaction against all
expenses and liabilities which it may sustain or
anticipate by reason thereof.
(f) To institute, participate, and join in any plan of
reorganization, readjustment, merger, or
consolidation with respect to the issuer of any
securities held by the Trustee hereunder and to use
any other means of protecting and dealing with any
of the assets of the Fund which it believes
reasonably necessary or proper and, in general, to
exercise each and every other power or right with
respect to each asset or investment held by it
hereunder as individuals generally have and enjoy
with respect to their own assets and investments,
including power to vote upon any securities or
other assets having voting power which it may hold
from time to time, and to give proxies with respect
thereto, with or without power of substitution or
revocation, and to deposit assets or investments
with any protective committee, or with Trustees or
depositories designated by any such committee or by
any such Trustees or any court.
(g) In any matter of doubt affecting the meaning,
purpose or intent of any provision of this Plan, to
determine such meaning, purpose or intent; and the
determination of the Trustee in any such respect
shall be binding and conclusive upon all persons
interested who may become interested in the Plan or
the Fund.
(h) To require, as a condition to distribution of any
Participant's Account, proof of identity or of
authority of the person entitled to receive the
same, including power to require reasonable
indemnification on that account as a condition
precedent to its obligation to make distributions
hereunder.
(i) To collect, receive, receipt and give quittance for
all payments that may be or become due and payable
on account of any asset in trust hereunder which
has not, by act of the Trustee taken pursuant
thereto, been made payable to others, and payment
thereof by the company issuing the same, or by the
party obligated thereon, as the case may be, when
made to the Trustee hereunder or to any person or
persons designated by the Trustee, shall acquit,
release and discharge such company or obligated
party from any and all liability on account
thereof.
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(j) To determine from time to time, as required for the
purpose of distribution or for the purpose of
allocating trust income or for any other purposes
of the Plan, the then value of the Fund and of the
Participant's Account of each Participant in the
Fund, the Trustee, in each such case, using and
employing for that purpose the fair market value of
each of the assets constituting the Fund. Each such
determination so made by the Trustee in good faith
shall be binding and conclusive upon all persons
interested or becoming interested in the Plan or
the Fund.
(k) To carry all investments of the Fund, or any part
thereof, in its own name or in the name of any
nominee selected by it, without designation of the
trust capacity in which the same is held, but with
the same liability for any act or default of any
such nominee as for its own act or default; and to
commingle and deposit cash of the Fund in its own
commercial department or savings department, or
both.
(l) To grant an option or options for the sale or other
disposition of a trust asset, including the
issuance of options for the purchase of common
stock held by the trust in return for the receipt
of a premium from the optionee (it being expressly
intended that said options may be in a form and in
terms to permit their being freely traded on an
option exchange) and including the repurchase of
any such option granted, or in lieu thereof, the
repurchase of an option identical in terms to be
the one issued.
(m) To have and to exercise such other and additional
powers as may be advisable or proper in its opinion
for the effective, economical and equitable
administration of the Fund.
(n) The Trustee may cause all or any part of the Fund,
without limitation as to amount, to be commingled
with the money of trusts created by the Trustee or
by others by causing such money to be invested as a
part of any or all of the funds created by said
declarations of trust and the Fund so added to any
of said funds shall be subject to all of the
provisions of said declarations of trust as the
same may be amended from time to time so long as
the terms of said trust are not inconsistent with
the terms and provisions of this Plan.
In the event the Employer elects to direct the Trustee as
to the acquisition or disposal of the assets of the trust Fund,
the Trustee shall exercise the rights, powers and discretions
conferred upon the Trustee in this Section only as directed by
the Employer. In the event the Employer has appointed an
Investment Manager to manage, acquire or dispose of any assets of
the trust Fund, then, notwithstanding the rights, powers and
discretions conferred upon the Trustee in this Section, the
Trustee shall be subject to the direction of the Investment
Manager with respect to the assets under management by the
Investment Manager and shall have no responsibility to determine
whether any such directions are proper, in accordance with the
terms of the Plan or are permitted under applicable law.
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16.11 PURCHASE OF LIFE INSURANCE
Without limiting the generality of Section 16.10, the
Trustee may invest the assets of the Fund in life insurance
purchased from a legal reserve life insurance company qualified
to do business in the state where the trust is located. Any
purchase of life insurance shall be only as directed by the
Participant and shall be treated as a Participant-directed
investment described in Section 16.12. In the event ordinary life
insurance contracts are purchased, less than 50% of the aggregate
contributions by the Employer and Affiliates allocated to the
Participant may be used to pay premiums attributable to such
contracts. No more than 25% of the aggregate Employer and
Affiliate contributions allocated to the Participant may be used
to pay premiums on term life insurance contracts, universal life
contracts or any other life insurance contract, which is not
ordinary life. If a combination of ordinary life and other
insurance contracts are purchased on a Participant's life, the
sum of 50% of the ordinary life insurance premiums plus the
premiums on all other life insurance on the Participant's life
purchased by the Trustee shall not exceed 25% of the aggregate
Employer and Affiliate contributions allocated to the
Participant's Account. For purposes of this Section, an "ordinary
life" insurance contract shall mean a contract with both
nondecreasing death benefits and nonincreasing premiums. Any
dividends or credits earned on insurance contracts will be
allocated to the Participant's account derived from Employer
contributions for whose benefit the contract is held.
In the event insurance contracts are purchased by the
Trustee pursuant to this Section, a distribution payable for a
reason other than the Participant's death shall be made by
converting the contract to cash by surrendering it to the issuer
or distributing the contract to the Participant in satisfaction
of that portion of the Participant's Account which represents the
value of the insurance contract, as the Participant shall elect,
subject, however, to the provisions of Article X, if applicable.
Any insurance contract so distributed shall be endorsed as
nontransferable. No life insurance contract shall be converted
into an annuity which provides payments measured by an individual
life, except as may be required by Article X.
The Beneficiary designation and the settlement option
selected under any insurance contract shall be subject to the
requirements of Articles X and XII to the extent such provisions
are applicable to the Participant. As owner of the life insurance
contract, the Trustee shall name a Beneficiary and designate a
method of distribution only in a manner which meets the
requirements of Articles X and XII to the extent such Sections
apply to the Participant. In the event of any conflict between
the terms of this Plan and the terms of any life insurance
contract, the terms of this Plan shall control.
16.12 PARTICIPANT DIRECTION OF INVESTMENT
The Employer may elect in the Adoption Agreement to
permit Participants to direct the investment of their
Participant's Accounts. In the event the Employer elects to
permit Participants to choose the investments in which the assets
of their accounts should be invested, the Trustee shall be
subject to the direction of such Participant. No Participant
shall thereby be considered a fiduciary and no person who is
otherwise a fiduciary shall be liable for any loss, which results
from such Participant's exercise of
15
control. Notwithstanding the foregoing, no
Participant may direct that the assets in his
account be invested in any collectible, as that
term is defined in Section 408 of the Internal
Revenue Code and regulations, so long as such
Section treats an investment in a collectible
through a Participant-directed account as a
distribution from the Plan. A Participant shall
direct an investment in writing, which direction
must be signed, shall describe the investment
sufficiently so that the Trustee may properly
execute the transaction and conform to such other
conditions as the Trustee may reasonably require.
Upon the direction of an investment, the
Participant agrees to have any transaction costs
charged to his account. "Transaction costs" shall
mean any fee or charge attributable to the
Participant's directed investment including, but
not limited to commissions, custodial fees or fees
for professional services. The purchase of a life
insurance contract shall be treated as a
Participant-directed investment.
16.13 PROHIBITED TRANSACTIONS
Except as may be expressly permitted by law or allowed in
a Prohibited Transaction Exemption issued by the Department of
Labor, no Trustee or other fiduciary hereunder shall permit the
Plan to engage, directly or indirectly, in any of the following
transactions with a disqualified person (as defined in Section
4975 of the Code):
(a) A sale or exchange, or leasing, of any property
between the Plan and a disqualified person;
(b) The lending of money or other extension of credit
between the Plan and a disqualified person;
(c) The furnishing of goods, services or facilities
between the Plan and a disqualified person;
(d) A transfer to, or use by or for the benefit of, a
disqualified person of the income or assets of the
Plan;
(e) An act by a disqualified person who is a fiduciary
whereby he deals with the income or assets of the
Plan in his own interest or for his own account; or
(f) The receipt of any consideration for his own
personal account by any disqualified person who is
a fiduciary from any party dealing with the Plan in
connection with a transaction involving the income
or assets of the Plan.
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